<PAGE>


                           AMENDED AND RESTATED BYLAWS
                                       OF
                               ATLAS AMERICA, INC.


                                    ARTICLE I
                                    OFFICES
                                    -------

Section 1. Registered Office. The registered office of the Corporation shall be
fixed in the certificate of incorporation of the Corporation, as amended and
restated from time to time (the "Certificate of Incorporation").

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. 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. The Board of Directors may, in its sole
discretion, determine that a meeting of the stockholders shall not be held at
any place, but may instead be held solely by means of remote communication in
the manner authorized by the General Corporation Law of the State of Delaware
(the "GCL").

Section 2. Annual Meetings. The annual meeting of the stockholders for the
election of directors shall be held on such date and at such time as shall be
designated from time to time by the Board of Directors. Any other proper
business brought in accordance with this Article II may be transacted at the
annual meeting.

Section 3. Special Meetings. Unless otherwise required by law or by the
Certificate of Incorporation, a special meeting of the stockholders, for any
purpose or purposes, may be called by (a) the Chairman of the Board or the Vice
Chairman of the Board, if there be either, (b) the Chief Executive Officer, (c)
the President, (d) a majority of the entire Board of Directors or (e) the
holders of at least one third of the voting power of the Corporation's then
outstanding capital stock entitled to vote generally in the election of
directors.

Section 4. Notice. Whenever stockholders are required or permitted to take any
action at a meeting, a written notice of the meeting shall be given which shall
state the place, if any, date and hour of the meeting, the means of remote
communications, if any, by which stockholders and proxyholders may be deemed to
be present in person and vote at such meeting, and, in the case of a special
meeting, the purpose or purposes for which the meeting is called. Unless
otherwise required by law, the written notice of any meeting shall be given not
less than 10 nor more than 60 days before the date of the meeting to each
stockholder entitled to vote at such meeting.


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Section 5. Adjournments. Any meeting of the stockholders may be adjourned from
time to time to reconvene at the same or some other place, and notice need not
be given of any such adjourned meeting if the time and place thereof and the
means of remote communications, if any, by which stockholders and proxyholders
may be deemed to be present in person and vote at such adjourned meeting are
announced at the meeting at which the adjournment is taken. At the adjourned
meeting, the Corporation may transact any business which might have been
transacted at the original meeting. If the adjournment is for more than 30 days,
or if after the adjournment a new record date is fixed for the adjourned
meeting, notice of the adjourned meeting in accordance with the requirements of
this Article II shall be given to each stockholder of record entitled to vote at
the meeting.

Section 6. Quorum. Unless otherwise required by applicable law or the
Certificate of Incorporation, the holders of one-third of the Corporation's
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. A quorum, once established, shall
not be broken by the withdrawal of enough votes to leave less than a quorum. 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,
in the manner provided in this Article II, until a quorum shall be present or
represented.

Section 7. Voting. Unless otherwise required by law, the Certificate of
Incorporation or these Bylaws, (i) in all matters other than the election of
directors, the affirmative vote of the majority of shares present in person or
represented by proxy at the meeting and entitled to vote on the subject matter
shall be the act of the stockholders; (ii) directors shall be elected by a
plurality of the votes of the shares present in person or represented by proxy
at the meeting and entitled to vote on the election of directors; and (iii)
where a separate vote by a class or classes or series is required, the
affirmative vote of the majority of shares of such class or classes or series
present in person or represented by proxy at the meeting shall be the act of
such class or classes or series. Unless otherwise provided in the Certificate of
Incorporation, 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. Such votes may be cast in person or by
proxy as provided in this Article II. The Board of Directors, in its discretion,
or the officer of the Corporation presiding at a meeting of stockholders, in
such officer's discretion, may require that any votes cast at such meeting shall
be cast by written ballot.

Section 8. Proxies. Each stockholder entitled to vote at a meeting of the
stockholders or to express consent or dissent to corporate action in writing
without a meeting may authorize another person or persons to act for such
stockholder as proxy, but no such proxy shall be voted upon after 3 years from
its date, unless such proxy provides for a longer period. A stockholder may
authorize another person or persons to act for such stockholder as proxy by any
means permitted by the GCL.

Section 9. 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 10 days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at the meeting, arranged in alphabetical order,


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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 10 days prior to the meeting (a) 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 (b)
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 of the Corporation 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 10. Record Date. In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of the stockholders
or any adjournment thereof, 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 60 nor less than 10 days before the date of such meeting. If no
record date is fixed by the Board of Directors, the record date for determining
stockholders entitled to notice of or to vote at a meeting of the stockholders
shall be at the close of business on the day next preceding the date on which
notice is given, or, if notice is waived, at the close of business on the next
preceding the day on which the meeting is held. A determination of stockholders
of record entitled to notice of or to vote at a meeting of the 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 11. Conduct of Meetings. The Board of Directors may adopt by resolution
such rules and regulations for the conduct of the meeting of the stockholders as
it shall deem appropriate. Except to the extent inconsistent with such rules and
regulations as adopted by the Board of Directors, the chairman of any meeting of
the stockholders shall have the right and authority to prescribe such rules,
regulations and procedures and to do all such acts as, in the judgment of such
chairman, are appropriate for the proper conduct of the meeting. Such rules,
regulations or procedures, whether adopted by the Board of Directors or
prescribed by the chairman of the meeting, may include, without limitation, the
following: (a) the establishment of an agenda or order of business for the
meeting; (b) the determination of when the polls shall open and close for any
given matter to be voted on at the meeting; (c) rules and procedures for
maintaining order at the meeting and the safety of those present; (d)
limitations on attendance at or participation in the meeting to stockholders of
record of the Corporation, their duly authorized and constituted proxies or such
other persons as the chairman of the meeting shall determine; (e) restrictions
on entry to the meeting after the time fixed for the commencement thereof; and
(f) limitations on the time allotted to questions or comments by participants.



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Section 12. Advance Notice of Stockholder Nominees and Stockholder Business. A
stockholder may bring a matter of business or nominations for the election of
directors before a meeting of stockholders only if: (a) such business may
otherwise be properly be brought before the meeting, (b) such stockholder shall
have given, and the Corporation shall have received at its principal executive
offices addressed to the Secretary, written notice in proper form of such matter
not less than 90 days prior to the first anniversary date of the mailing date of
the Corporation's proxy solicitation materials for the previous year's annual
meeting of stockholders, and (c) in the case of a special meeting of
stockholders, such business is within the purpose or purposes specified in the
notice of the meeting and such stockholder shall have given, and the Corporation
shall have received at its principal executive offices addressed to the
Secretary, written notice in proper form of such matter not less than 90 days
prior to the date of the special meeting. To be in proper form, a stockholder's
notice to the secretary shall set forth:

         (i) the name and address of the stockholder who intends to make the
nominations, propose the business, and, as the case may be, the name and address
of the person or persons to be nominated or the nature of the business to be
proposed;

         (ii) a representation that the stockholder is a holder of record of
stock of the corporation entitled to vote at such meeting and, if applicable,
intends to appear in person or by proxy at the meeting to nominate the person or
persons specified in the notice or introduce the business specified in the
notice;

         (iii) if applicable, a description of all arrangements or
understandings between the stockholder and each nominee and any other person or
persons (naming such person or persons) pursuant to which the nomination or
nominations are to be made by the stockholder;

         (iv) such other information regarding each nominee or each matter of
business to be proposed by such stockholder 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,
or the matter been proposed, or intended to be proposed by the board of
directors; and

         (v) if applicable, the consent of each nominee to serve as director of
the corporation if so elected.

         The chairman of the meeting may refuse to acknowledge the nomination of
any person or the proposal of any business not made in compliance with the
foregoing procedure.

Section 13. Stockholder Action by Written Consent without a Meeting. Unless
otherwise provided in the Certificate of Incorporation, and notwithstanding
Sections 2 and 3 of this Article II, any action required to be taken at any
annual or special meeting of stockholders of the Corporation (including, without
limitation, the election of directors) or any action that may be taken at any
annual or special meeting of such stockholders, may be taken without a meeting,
without prior notice and without a vote if a consent in writing, setting forth



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the action so taken, shall be signed by the holders of outstanding stock having
not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote thereon
were present and voted and shall be delivered to the Corporation in accordance
with the procedures prescribed by the GCL.

                                   ARTICLE III
                                    DIRECTORS
                                    ---------
Section 1. Number and Election of Directors. The entire Board of Directors shall
consist of not less than one nor more than 12 members, the exact number of which
shall be determined from time to time by resolution adopted by the Board of
Directors. Except as provided in these Bylaws or the Certificate of
Incorporation, directors shall be elected by the stockholders at the annual
meetings, and each director so elected shall hold office until such director's
successor is duly elected and qualified, or until such director's death, or
until such director's earlier resignation or removal. Directors need not be
stockholders.

Section 2. Vacancies; Removal. Unless otherwise required by law or
the Certificate of Incorporation, any vacancy on the Board of Directors may be
filled by the affirmative vote or consent of the holders of at least a majority
of the voting power of the Corporation's then outstanding capital stock entitled
to vote generally in the election of directors and, if such vacancy shall not
have been so filled within 30 days, by a majority of the Board of Directors then
in office, even if less than a quorum, or by a sole remaining director. Any
director elected to fill a vacancy not resulting from an increase in the number
of directors shall have the same remaining term as that of his predecessor. Any
or all of the directors of the Corporation may be removed from office at any
time, with or without cause, and any vacancies thereby created may be filled, in
each instance, by the affirmative vote or consent of the holders of at least a
majority of the voting power of the Corporation's then outstanding capital stock
entitled to vote generally in the election of directors.

Section 3. 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 of the Board or the Vice
Chairman of the Board, if there be either, the Chief Executive Officer, the
President or a majority of the directors then in office. Notice thereof stating
the place, date and hour of the meeting shall be given to each director either
by mail not less than 48 hours before the date of the meeting, by telephone or
telegram or electronic means on 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 4. Quorum. Except as otherwise required by law or the Certificate of
Incorporation, 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 of the time and place of the adjourned meeting,
until a quorum shall be present.


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Section 5. Actions of the Board by Written Consent. Unless otherwise provided in
the Certificate of Incorporation or these Bylaws, any action required or
permitted to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting if all the members of the Board
of Directors or committee, as the case may be, consent thereto in writing 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. Such filing shall be in paper form if the minutes are
maintained in paper form and shall be in electronic form if the minutes are
maintained in electronic form.

Section 6. Meetings by Means of Conference Telephone. Unless otherwise provided
in the Certificate of Incorporation or these Bylaws, members of the Board of
Directors of the Corporation, or any committee thereof, may participate in a
meeting of the Board of Directors or such committee by means of a 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 7 shall constitute presence in person at such meeting.

Section 7. Committees. The Board of Directors may designate one or more
committees, each committee to consist of one or more of the 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 such 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 permitted 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 8. Compensation. The Board of Directors shall have authority to fix the
compensation of the directors.

                                   ARTICLE IV
                                    OFFICERS
                                    --------
Section 1. General. The officers of the Corporation shall be a Chairman of the
Board, a Vice Chairman of the Board, a President, a Secretary, a Chief Financial
Officer and a Treasurer. The Corporation may also have, at the discretion of the
Board of Directors, a chief executive officer, a chief operating officer, one or
more executive, senior or other vice presidents, one or more assistant vice
presidents, one or more assistant secretaries, one or more assistant treasurers,
and any such other officers as may be appointed in accordance with the
provisions of these Bylaws. Any number of offices may be held by the same
person. The officers of the Corporation need not be stockholders of the
Corporation nor, except in the case of the Chairman of the Board and the Vice
Chairman of the Board, need such officers be directors of the Corporation.



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Section 2. Appointment of Officers. The officers of the Corporation, except such
officers as may be appointed in accordance with Section 3 below, shall be
appointed by the Board of Directors, subject to the rights, if any, of an
officer under any contract of employment.

Section 3. Subordinate Officers. The Board of Directors may appoint, or empower
the Chief Executive Officer to appoint, such other officers and agents as the
business of the Corporation may require, each of whom shall hold office for such
period, have such authority, and perform such duties as are provided in these
Bylaws or as the Board of Directors or, if so authorized by the Board of
Directors, the Chief Executive Officer may from time to time determine.

Section 4. Removal and Resignation of Officers. Subject to the rights, if any,
of an officer under any contract of employment, any officer may be removed,
either with or without cause, by an affirmative vote of the majority of the
Board of Directors at any regular or special meeting of the board or, except in
the case of an officer chosen by the Board of Directors, by any officer upon
whom such power of removal may be conferred by the Board of Directors. Any
officer may resign at any time by giving written notice to the Corporation. Any
resignation shall take effect at the date of the receipt of that notice or at
any later time specified in that notice; and, unless otherwise specified in that
notice, the acceptance of the resignation shall not be necessary to make it
effective. Any resignation is without prejudice to the rights, if any, of the
Corporation under any contract to which the officer is a party.

Section 5. Vacancies in Offices. Any vacancy occurring in any office of the
Corporation may be filled by the Board of Directors.

Section 6. Chairman of the Board. The Chairman of the Board, if such an officer
be elected, shall, if present, preside at meetings of the Board of Directors and
exercise and perform such other powers and duties as may from time to time be
assigned to him or her by the Board of Directors or as may be prescribed by
these Bylaws. The Chairman of the Board shall be, ex officio, a member of all
standing committees. If there is no Chief Executive Officer and no President,
then the Chairman of the Board shall also be the chief executive officer of the
Corporation and shall have the powers and duties prescribed in these Bylaws.

Section 7. Vice Chairman of the Board. The Vice Chairman of the Board, if such
an officer be elected, shall preside at all meetings of the stockholders and of
the Board of Directors in the absence of the Chairman of the Board. In the
absence or disability of the Chairman of the Board, or in the event that it is
impractical for the Chairman of the Board to act personally, the Vice Chairman
of the Board shall have the powers and duties of the Chairman of the Board. The
Vice Chairman of the board shall also have such other powers or duties as shall
be assigned to him by the Board of Directors.


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Section 8. Chief Executive Officer. Subject to the supervisory powers, if any,
as may be given by the Board of Directors to the Chairman of the Board, the
Chief Executive Officer shall, subject to the control of the Board of Directors,
have general supervision, direction, and control of the business and the
officers of the Corporation. In the absence or nonexistence of a Chairman of the
Board or Vice Chairman of the Board, the Chief Executive Officer shall preside
at meetings of the Board of Directors and stockholders. The Chief Executive
Officer shall have such other powers and duties as may be prescribed by the
Board of Directors or these Bylaws.

Section 9. President. In the absence of the Chairman of the Board, Vice Chairman
of the Board or a Chief Executive Officer, the President shall preside at all
meetings of the Board of Directors. If there be no Chief Executive Officer, the
President shall be the chief executive officer of the Corporation.

Section 10. Vice Presidents. In the absence or disability of the President, the
Vice Presidents, if any, in order of their rank as fixed by the Board of
Directors or, if not ranked, a Vice President designated by the Board of
Directors, shall perform all 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. The Vice Presidents shall have such other powers and perform such
other duties as from time to time may be prescribed for them respectively by the
Board of Directors, these Bylaws, the Chairman of the Board, the Chief Executive
Officer or the President.

Section 11. Chief Financial Officer. The Chief Financial Officer shall keep and
maintain, or cause to be kept and maintained, adequate and correct books and
records of accounts of the properties and business transactions of the
Corporation, including accounts of its assets, liabilities, receipts,
disbursements, gains, losses, capital retained earnings, and shares. The Chief
Financial Officer shall deposit all moneys and other valuables in the name and
to the credit of the Corporation with such depositories as may be designated by
the Board of Directors. The Chief Financial Officer shall disburse the funds of
the Corporation as may be ordered by the Board of Directors, shall render to the
President and directors, whenever they request it, an account of all his or her
transactions as chief financial officer and of the financial condition of the
Corporation, and shall have other powers and perform such other duties as may be
prescribed by the Board of Directors or these Bylaws.

Section 12. Secretary. The Secretary shall keep or cause to be kept, at the
principal executive office of the Corporation or such other place as the Board
of Directors may direct, a book of minutes of all meetings and actions of
directors, committees of directors, and stockholders. The minutes shall show the
time and place of each meeting, whether regular or special (and, if special, how
authorized and the notice given), the names of those present at directors'
meetings or committee meetings, the number of shares present or represented at
stockholders' meetings, and the proceedings thereof. The Secretary shall keep,
or cause to be kept, at the principal executive office of the Corporation, at
the office of the Corporation's transfer agent or registrar, as determined by
resolution of the Board of Directors, or such other place as the Board of
Directors may direct, a share register, or a duplicate share register, showing



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the names of all stockholders and their addresses, the number and classes of
shares held by each, the number and date of certificates evidencing such shares,
and the number and date of cancellation of every certificate surrendered for
cancellation. The Secretary shall give, or cause to be given, notice of all
meetings of the stockholders and of the Board of Directors required to be given
by law or by these Bylaws. The Secretary shall keep the seal of the Corporation,
if one be adopted, in safe custody and shall have such other powers and perform
such other duties as may be prescribed by the Board of Directors or by these
Bylaws.

Section 13. Treasurer. The Treasurer shall, in the absence of the Chief
Financial Officer or in the event of his or her inability or refusal to act,
perform the duties and exercise the powers of the Chief Financial Officer and
shall perform such other duties and have such other powers as may be prescribed
by the Board of Directors or these Bylaws.

Section 14. Assistant Secretary. The Assistant Secretary, or, if there is more
than one, the Assistant Secretaries shall, in the absence of the Secretary or in
the event of his or her inability or refusal to act, perform the duties and
exercise the powers of the Secretary and shall perform such other duties and
have such other powers as may be prescribed by the Board of Directors or these
Bylaws.

Section 15. Representation of Shares of Other Corporations. The Chairman of the
Board, the Vice Chairman of the Board, the Chief Executive Officer, the
President, any Vice President, the Chief Financial Officer, the Secretary or the
Assistant Secretary of this Corporation, or any other person authorized by the
Board of Directors or the President or a Vice President, is authorized to vote,
represent, and exercise on behalf of this Corporation all rights incident to any
and all shares of any other corporation or corporations standing in the name of
this Corporation. The authority granted herein may be exercised either by such
person directly or by any other person authorized to do so by proxy or power of
attorney duly executed by such person having the authority.

                                    ARTICLE V
                                     STOCK
                                     -----

Section 1. Form of Certificates. Every holder of stock in the Corporation shall
be entitled to have a certificate signed by, or in the name of the Corporation
certifying the number of shares owned by such stockholder in the Corporation.

Section 2. 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 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


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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 the 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 or the issuance of such new certificate.

Section 4. Transfers. Stock of the Corporation shall be transferable in the
manner prescribed by applicable law and in these Bylaws. 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, properly endorsed for transfer
and payment of all necessary transfer taxes; provided however, that such
surrender and endorsement or payment of taxes shall not be required in any case
in which the officers of the Corporation shall determine to waive such
requirement. Every certificate exchanged, returned or surrendered to the
Corporation shall be marked "cancelled" with the date of cancellation, by the
Secretary of the Corporation or the transfer agent thereof. No transfer of stock
shall be valid as against the Corporation for any purpose until it shall have
been entered in the stock records of the Corporation by an entry showing from
and to whom transferred.

Section 5. Dividend Record Date. In order that the Corporation may determine the
stockholders entitled to receive payment of any dividend or other distribution
or allotment of any rights or the stockholders 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, and which record date shall be not more than 60 days
prior to such action. If no record date is fixed, the record date for
determining stockholders for any such purpose shall be at the close of business
on the day on which the Board of Directors adopts the resolution relating
thereto.

Section 6. Record 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 required by law.

Section 7. Transfer and Registry Agents. The Corporation may from time to time
maintain one or more transfer offices or agencies and registry offices or
agencies at such place or places as may be determined from time to time by the
Board of Directors.

                                   ARTICLE VI
                                    NOTICES
                                    -------

Section 1. Notices. Whenever written notice is required by law, the Certificate
of Incorporation or these Bylaws, to be given to any director, member of a
committee or stockholder, such notice may be given by mail, addressed to such


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director, member of a committee or stockholder, at such person's 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. Without limiting the manner by which notice
otherwise may be given effectively to stockholders, any notice to stockholders
given by the Corporation under applicable law, the Certificate of Incorporation
or these Bylaws shall be effective if given by a form of electronic transmission
if consented to by the stockholder to whom the notice is given. Any such consent
shall be revocable by the stockholder by written notice to the Corporation. Any
such consent shall be deemed to be revoked if (a) the Corporation is unable to
deliver by electronic transmission two consecutive notices by the Corporation in
accordance with such consent and (b) such inability becomes known to the
Secretary or Assistant Secretary of the Corporation or to the transfer agent, or
other person responsible for the giving of notice; provided, however, that the
inadvertent failure to treat such inability as a revocation shall not invalidate
any meeting or other action. Notice given by electronic transmission, as
described above, shall be deemed given: (a) if by facsimile telecommunication,
when directed to a number at which the stockholder has consented to receive
notice; (b) if by electronic mail, when directed to an electronic mail address
at which the stockholder has consented to receive notice; (c) if by a posting on
an electronic network, together with separate notice to the stockholder of such
specific posting, upon the later of (i) such posting and (ii) the giving of such
separate notice; and (d) if by any other form of electronic transmission, when
directed to the stockholder. Notice to directors or committee members may also
be given personally by telegram, telex or cable or by means of electronic
transmission.


Section 2. Waivers of Notice. Whenever any notice is required by applicable law,
the Certificate of Incorporation or these 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 notice, or a waiver by electronic transmission, by
the person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto. Attendance of a person at a
meeting, present in person or represented by proxy, shall constitute a waiver of
notice of such meeting, except where the person attends the meeting for the
express purpose of objecting at the beginning of the meeting to the transaction
of any business because the meeting is not lawfully called or convened. Neither
the business to be transacted at, nor the purpose of, any annual or special
meeting of stockholders or any regular or special meeting of the directors or
members of a committee of directors need be specified in any written waiver of
notice unless so required by law, the Certificate of Incorporation or these
Bylaws.


                                   ARTICLE VII
                               GENERAL PROVISIONS
                               ------------------

Section 1. Fiscal Year. The fiscal year of the Corporation shall be fixed by
resolution of the Board of Directors.

Section 2. Corporate Seal. The Corporation shall not be required to have a
corporate seal.



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<PAGE>


                                  ARTICLE VIII
                                INDEMNIFICATION
                                ---------------

Section 1. Power to Indemnify in Actions, Suits or Proceedings other than Those
by or in the Right of the Corporation. Subject to Section 3 of this Article
VIII, 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 or officer, 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 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 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 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 2. Power to Indemnify in Actions, Suits or Proceedings by or in the
Right of the Corporation. Subject to Section 3 of this Article VIII, 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, 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 of the
State of Delaware 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 expenses which the Court of Chancery or such
other court shall deem proper.

Section 3. Authorization of Indemnification. Any indemnification under this
Article VIII (unless ordered by a court) shall be made by the Corporation only
as authorized in the specific case upon a determination that indemnification of
the present or former director or officer is proper in the circumstances because
such person has met the applicable standard of conduct set forth in Section 1 or
Section 2 of this Article VIII, as the case may be. Such determination shall be



                                       12
<PAGE>



made, with respect to a person who is a director or officer at the time of such
determination, (a) by a majority vote of the directors who are not parties to
such action, suit or proceeding, even though less than a quorum, or (b) by a
committee of such directors designated by a majority vote of such directors,
even though less than a quorum, or (c) if there are no such directors, or if
such directors so direct, by independent legal counsel in a written opinion or
(d) by the stockholders. Such determination shall be made, with respect to
former directors and officers, by any person or persons having the authority to
act on the matter on behalf of the Corporation. To the extent, however, that a
present or former 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 4. Good Faith Defined. For purposes of any determination under Section 3
of this Article VIII, 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 provisions of this Section 4 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 1 or
Section 2 of this Article VIII, as the case may be.

Section 5. Indemnification by a Court. Notwithstanding any contrary
determination in the specific case under Section 3 of this Article VIII, and
notwithstanding the absence of any determination thereunder, any director or
officer may apply to the Court of Chancery of the State of Delaware or any other
court of competent jurisdiction in the State of Delaware for indemnification to
the extent otherwise permissible under Sections 1 and 2 of this Article VIII.
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 such person has met the applicable standards of conduct
set forth in Section 1 or Section 2 of this Article VIII, as the case may be.
Neither a contrary determination in the specific case under Section 3 of this
Article VIII 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 5 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.


                                       13
<PAGE>

Section 6. Expenses Payable in Advance. Expenses incurred by a director or
officer in defending any civil, criminal, administrative or investigative
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 VIII. Such expenses
(including attorneys' fees) incurred by former directors and officers or other
employees and agents may be so paid upon such terms and conditions, if any, as
the Corporation deems appropriate.

Section 7. Nonexclusivity of Indemnification and Advancement of Expenses. The
indemnification and advancement of expenses provided by or granted pursuant to
this Article VIII shall not be deemed exclusive of any other rights to which
those seeking indemnification or advancement of expenses may be entitled under
the Certificate of Incorporation, any Bylaw, agreement, vote of stockholders or
disinterested directors 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 the
persons specified in Section 1 and Section 2 of this Article VIII shall be made
to the fullest extent permitted by law. The provisions of this Article VIII
shall not be deemed to preclude the indemnification of any person who is not
specified in Section 1 or Section 2 of this Article VIII but whom the
Corporation has the power or obligation to indemnify under the provisions of the
GCL, or otherwise.

Section 8. 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, 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 VIII.


Section 9. Certain Definitions. For purposes of this Article VIII, references to
"the Corporation" shall include, in addition to the resulting 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, 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 VIII with respect to the resulting or surviving
corporation as such person would have with respect to such constituent
corporation if its separate existence had continued. The term "another
enterprise" as used in this Article VIII shall mean any other corporation or any
partnership, joint venture, trust, employee benefit plan or other enterprise of


                                       14
<PAGE>


which such person is or was serving at the request of the Corporation as a
director, officer, employee or agent. For purposes of this Article VIII,
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, 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 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 VIII.


Section 10. Survival of Indemnification and Advancement of Expenses. The
indemnification and advancement of expenses provided by, or granted pursuant to,
this Article VIII shall, unless otherwise provided when authorized or ratified,
continue as to a person who has ceased to be a director or officer and shall
inure to the benefit of the heirs, executors and administrators of such a
person.

Section 11. Limitation on Indemnification. Notwithstanding anything contained in
this Article VIII to the contrary, except for proceedings to enforce rights to
indemnification (which shall be governed by Section 5 of this Article VIII), the
Corporation shall not be obligated to indemnify any director or officer (or his
or her heirs, executors or personal or legal representatives) or advance
expenses 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 of the Corporation.

Section 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 VIII to directors and
officers of the Corporation.

                                   ARTICLE IX
                                   AMENDMENTS
                                   ----------

Section 1. Amendments. In furtherance and not in limitation of the powers
conferred upon it by the laws of the State of Delaware, the Board of Directors
shall have the power to adopt, amend, alter or repeal the Corporation's Bylaws.

Section 2. Entire Board of Directors. As used in this Article IX and in these
Bylaws generally, the term "entire Board of Directors" means the total number of
directors which the Corporation would have if there were no vacancies.

* * *

Last amended as of April 20, 2004