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                                                          Exhibit 3(b)

                                BY-LAWS
                                  OF
                             SOLUTIA INC.


         INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

                     AS AMENDED FEBRUARY 26, 2003


                              ARTICLE I.

                          OFFICES AND RECORDS

                  SECTION 1.1. Delaware Office. The name of the
registered agent of the Company is The Corporation Trust Company, and
the registered office of the Company shall be located in the City of
Wilmington, County of New Castle, State of Delaware.

                  SECTION 1.2. Other Offices. The Company may have
such other offices, either within or without the State of Delaware, as
the Board of Directors may designate or as the business of the Company
may from time to time require.

                  SECTION 1.3. Books and Records. The books and
records of the Company may be kept outside the State of Delaware at
such place or places as may from time to time be designated by the
Board of Directors.

                              ARTICLE II.

                             STOCKHOLDERS

                  SECTION 2.1. Annual Meeting. The annual meeting of
the stockholders of the Company shall be held on such date and at such
place and time as may be fixed by resolution of the Board of
Directors.

                  SECTION 2.2. Special Meeting. Subject to the rights
of the holders of any series of stock having a preference over the
Common Stock of the Company as to dividends or upon liquidation
("Preferred Stock") with respect to such series of Preferred Stock,
special meetings of the stockholders may be called only by the
Chairman of the Board or the President or by the Board of Directors
pursuant to a resolution adopted by a majority of the total number of
directors which the Company would have if there were no vacancies (the
"Whole Board").

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                  SECTION 2.3. Place of Meeting. The Board of
Directors, the Chairman of the Board or the President, as the case may
be, may designate the place of meeting for any annual meeting or for
any special meeting of the stockholders called by the Chairman of the
Board, the President or the Board of Directors. If no designation is
so made, the place of meeting shall be the principal office of the
Company.

                  SECTION 2.4. Notice of Meeting. Written or printed
notice (or notice given by a form of electronic transmission (as
defined in Section 232 of the General Corporation Law of the State of
Delaware), if consented to by the stockholder to whom notice is given)
stating the place, day and hour of the meeting, the means of remote
communications, if any, by which stockholders and proxy holders may be
deemed to be present in person and vote at such meeting, and the
purpose or purposes for which the meeting is called, shall be
delivered by the Company not less than ten (10) days nor more than
sixty (60) days before the date of the meeting, either personally or
by mail, or, if consented to by the stockholder to whom notice is
given, by a form of electronic transmission as permitted under the
General Corporation Law of the State of Delaware, to each stockholder
of record entitled to vote at such meeting. If mailed, such notice
shall be deemed to be given when deposited in the United States mail
with postage thereon prepaid, addressed to the stockholder at his
address as it appears on the stock transfer books of the Company. If
given by a form of electronic transmission, notice shall be deemed
given: (1) if by facsimile telecommunication, when directed to a
number at which the stockholder has consented to receive notice;
(2) if by electronic mail, when directed to an electronic mail address
at which the stockholder has consented to receive notice; (3) if by a
posting on an electronic network together with separate notice to the
stockholder of such specific posting, upon the later of (A) such
posting and (B) the giving of such separate notice; and (4) if by any
other form of electronic transmission, when directed to the
stockholder. Such further notice shall be given as may be required by
law. Only such business shall be conducted at a special meeting of
stockholders as shall have been brought before the meeting pursuant to
the Company's notice of meeting. Meetings may be held without notice
if all stockholders entitled to vote are present, or if notice is
waived by those not present in accordance with Section 6.4 of these
By-Laws. Any previously scheduled meeting of the stockholders may be
postponed, and (unless the Restated Certificate of Incorporation, as
it may be amended (the "Certificate of Incorporation") otherwise
provides) any special meeting of the stockholders may be cancelled, by
resolution of the Board of Directors upon public notice given on or
prior to the date previously scheduled for such meeting of
stockholders.

                  SECTION 2.5. Quorum and Adjournment. Except as
otherwise provided by law or by the Certificate of Incorporation, the
holders of a majority of the outstanding shares of the Company
entitled to vote generally in the election of directors (the "Voting
Stock"), represented in person or by proxy, shall constitute a quorum
at a meeting of stockholders, except that when specified business is
to be voted on by a class or series of stock voting as a class, the
holders of a majority of the outstanding shares of such class or
series shall constitute a quorum of such class or series for the
transaction of such business. The Chairman of the meeting or a
majority of the shares so represented may adjourn the meeting from
time to time, whether or not there is such a quorum. No notice of the
time and place of adjourned meetings need be given except as required
by law. The stockholders present at a duly called meeting at which a
quorum is present may

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continue to transact business until adjournment, notwithstanding the
withdrawal of enough stockholders to leave less than a quorum.

                  SECTION 2.6. Proxies. At all meetings of
stockholders, a stockholder may vote by proxy executed in writing (or
in such other manner permitted by the General Corporation Law of the
State of Delaware) by the stockholder, or by his duly authorized
attorney in fact.

                  SECTION 2.7. Notice of Stockholder Business and
Nominations.

                  (A)   Annual Meetings of Stockholders. (1) Nominations
of persons for election to the Board of Directors of the Company and
the proposal of business to be considered by the stockholders may be
made at an annual meeting of stockholders only (a) pursuant to the
Company's notice of meeting, (b) by or at the direction of the Board
of Directors or (c) by any stockholder of the Company who was a
stockholder of record at the time of giving of notice provided for in
this By-Law, who is entitled to vote at the meeting and who complies
with the notice procedures set forth in this By-Law.

                  (2)   For nominations or other business to be properly
brought before an annual meeting by a stockholder pursuant to clause
(c) of paragraph (A)(1) of this By-Law, the stockholder must have
given timely notice thereof in writing to the Secretary of the Company
and such other business must otherwise be a proper matter for
stockholder action. To be timely, a stockholder's notice shall be
delivered to the Secretary at the principal executive offices of the
Company not later than the close of business on the 90th day nor
earlier than the close of business on the 120th day prior to the first
anniversary of the preceding year's annual meeting; provided, however,
that in the event that the date of the annual meeting is more than
30 days before or more than 60 days after such anniversary date, notice
by the stockholder to be timely must be so delivered not earlier than
the close of business on the 120th day prior to such annual meeting
and not later than the close of business on the later of the 90th day
prior to such annual meeting or the 10th day following the day on
which public announcement of the date of such meeting is first made by
the Company. In no event shall the public announcement of an
adjournment or postponement of an annual meeting commence a new time
period for the giving of a stockholder's notice as described above.
Such stockholder's notice shall set forth (a) as to each person whom
the stockholder proposes to nominate for election or re-election as a
director (i) all information relating to such person that is required
to be disclosed in solicitations of proxies for election of directors
in an election contest, or is otherwise required, in each case
pursuant to Regulation 14A under the Securities Exchange Act of 1934,
as amended (the "Exchange Act") and (ii) such person's written consent
to being named in the proxy statement as a nominee and to serving as a
director if elected; (b) as to any other business that the stockholder
proposes to bring before the meeting, a brief description of the
business desired to be brought before the meeting, the reasons for
conducting such business at the meeting and any material interest in
such business of such stockholder and the beneficial owner, if any, on
whose behalf the proposal is made; and (c) as to the stockholder
giving the notice and the beneficial owner, if any, on whose behalf
the nomination or proposal is made (i) the name and address of such
stockholder, as they appear on the Company's books, and of such
beneficial owner, (ii) the class and number of shares of the Company
which are owned beneficially and of record by such

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stockholder and such beneficial owner, and (iii) a representation
whether the stockholder or the beneficial owner, if any, intends or is
part of a group which intends, to (x) deliver a proxy statement and
form of proxy to holders of at least the percentage of the Company's
outstanding Voting Stock required to approve or adopt the proposal or
elect the nominee and/or (y) otherwise solicit proxies from
stockholders in support of such proposal or nomination. A stockholder
shall be deemed to have satisfied the foregoing notice requirements if
the stockholder has notified the Company of his or her intention to
present a proposal at an annual meeting in compliance with Rule 14a-8
(or any successor thereof) promulgated under the Exchange Act and such
stockholder's proposal has been included in a proxy statement that has
been prepared by the Company to solicit proxies for such annual
meeting. The Company may require any proposed nominee to furnish such
other information as it may reasonably require to determine the
eligibility of such proposed nominee to serve as a director of the
Company.

                  (3)   Notwithstanding anything in the second sentence
of paragraph (A)(2) of this By-Law to the contrary, in the event that
the number of directors to be elected to the Board of Directors of the
Company is increased and there is no public announcement by the
Company naming all of the nominees for director or specifying the size
of the increased Board of Directors at least 100 days prior to the
first anniversary of the preceding year's annual meeting, a
stockholder's notice required by this By-Law shall also be considered
timely, but only with respect to nominees for any new positions
created by such increase, if it shall be delivered to the Secretary at
the principal executive offices of the Company not later than the
close of business on the 10th day following the day on which such
public announcement is first made by the Company.

                  (B)   Special Meetings of Stockholders. Only such
business shall be conducted at a special meeting of stockholders as
shall have been brought before the meeting pursuant to the Company's
notice of meeting. Nominations of persons for election to the Board of
Directors may be made at a special meeting of stockholders at which
directors are to be elected pursuant to the Company's notice of
meeting (a) by or at the direction of the Board of Directors or
(b) provided that the Board of Directors has determined that directors
shall be elected at such meeting, by any stockholder of the Company
who is a stockholder of record at the time of giving of notice
provided for in this By-Law, who shall be entitled to vote at the
meeting and who complies with the notice procedures set forth in this
By-Law. In the event the Company calls a special meeting of
stockholders for the purpose of electing one or more directors to the
Board of Directors, any such stockholder may nominate a person or
persons (as the case may be), for election to such position(s) as
specified in the Company's notice of meeting, if the stockholder's
notice required by paragraph (A)(2) of this By-Law shall be delivered
to the Secretary at the principal executive offices of the Company not
earlier than the close of business on the 120th day prior to such
special meeting and not later than the close of business on the later
of the 90th day prior to such special meeting or the 10th day
following the day on which public announcement is first made of the
date of the special meeting and of the nominees proposed by the Board
of Directors to be elected at such meeting. In no event shall the
public announcement of an adjournment or postponement of a special
meeting commence a new time period for the giving of a stockholder's
notice as described above.

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                  (C)   General. (1) Only such persons who are nominated
in accordance with the procedures set forth in this By-Law shall be
eligible to be elected at an annual or special meeting of stockholders
of the Company to serve as directors and only such business shall be
conducted at a meeting of stockholders as shall have been brought
before the meeting in accordance with the procedures set forth in this
By-Law. Except as otherwise provided by law, the Certificate of
Incorporation or these By-Laws, the Chairman of the meeting shall have
the power and duty to determine whether a nomination or any business
proposed to be brought before the meeting was made or proposed, as the
case may be, in accordance with the procedures set forth in this
By-Law and, if any proposed nomination or business is not in
compliance with this By-Law, to declare that such defective proposal
or nomination shall be disregarded.

                  (2)   For purposes of this By-Law, "public
announcement" shall mean disclosure in a press release reported by the
Dow Jones News Service, Associated Press or comparable national news
service or in a document publicly filed by the Company with the
Securities and Exchange Commission pursuant to Section 13, 14 or 15(d)
of the Exchange Act.

                  (3)   Notwithstanding the foregoing provisions of
this By-Law, a stockholder shall also comply with all applicable
requirements of the Exchange Act and the rules and regulations
thereunder with respect to the matters set forth in this By-Law.
Nothing in this By-Law shall be deemed to affect any rights (i) of
stockholders to request inclusion of proposals in the Company's proxy
statement pursuant to Rule 14a-8 under the Exchange Act or (ii) of the
holders of any series of Preferred Stock to elect directors under
specified circumstances.

                  SECTION 2.8. Procedure for Election of Directors;
Required Vote. Election of directors at all meetings of the
stockholders at which directors are to be elected shall be by written
ballot, and, subject to the rights of the holders of any series of
Preferred Stock to elect directors under specified circumstances, a
plurality of the votes cast thereat shall elect directors. If
authorized by the Board of Directors in its sole discretion, the
requirement of a written ballot shall be satisfied by a ballot
submitted by electronic transmission, provided that any such
electronic transmission must either set forth or be submitted with
information from which it can be determined that the electronic
transmission was authorized by the stockholder or proxy holder. Except
as otherwise provided by law, the Certificate of Incorporation, or
these By-Laws, in all matters other than the election of directors,
the affirmative vote of a majority of the shares present in person or
represented by proxy at the meeting shall be the act of the
stockholders.

                  SECTION 2.9. Inspectors of Elections; Opening and
Closing the Polls. The Board of Directors by resolution shall appoint
one or more inspectors, which inspector or inspectors may include
individuals who serve the Company in other capacities, including,
without limitation, as officers, employees, agents or representatives,
to act at the meetings of stockholders and make a written report
thereof. One or more persons may be designated as alternate inspectors
to replace any inspector who fails to act. If no inspector or
alternate has been appointed to act or is able to act at a meeting of
stockholders, the Chairman of the meeting shall appoint one or more
inspectors to act at the meeting. Each inspector, before discharging
his or her duties, shall take and sign an oath faithfully to execute
the duties of inspector with strict

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impartiality and according to the best of his or her ability. The
inspectors shall have the duties prescribed by law.

                  The Chairman of the meeting shall fix and announce
at the meeting the date and time of the opening and the closing of the
polls for each matter upon which the stockholders will vote at the
meeting.

                  SECTION 2.10. No Stockholder Action by Written
Consent. Subject to the rights of the holders of any series of
Preferred Stock with respect to such series of Preferred Stock, any
action required or permitted to be taken by the stockholders of the
Company must be effected at an annual or special meeting of
stockholders of the Company and may not be effected by any consent in
writing by such stockholders.

                             ARTICLE III.

                          BOARD OF DIRECTORS

                  SECTION 3.1. General Powers. The business and
affairs of the Company shall be managed under the direction of its
Board of Directors. In addition to the powers and authorities by these
By-Laws expressly conferred upon it, the Board of Directors may
exercise all powers of the Company and do all such lawful acts and
things as are not by law or by the Certificate of Incorporation or by
these By-Laws required to be exercised or done by the stockholders.

                  SECTION 3.2. Number and Tenure. Subject to the
rights of the holders of any series of Preferred Stock to elect
directors under specified circumstances, the number of directors shall
be fixed from time to time exclusively pursuant to a resolution
adopted by a majority of the Whole Board. The directors, other than
those who may be elected by the holders of any series of Preferred
Stock under specified circumstances, shall be divided, with respect to
the time for which they severally hold office, into three classes, as
nearly equal in number as is reasonably possible, with the term of
office of the first class to expire at the 1998 annual meeting of
stockholders, the term of office of the second class to expire at the
1999 annual meeting of stockholders and the term of office of the
third class to expire at the 2000 annual meeting of stockholders, with
each director to hold office until his or her successor shall have
been duly elected and qualified. At each annual meeting of
stockholders, commencing with the 1998 annual meeting, (i) directors
elected to succeed those directors whose terms then expire shall be
elected for a term of office to expire at the third succeeding annual
meeting of stockholders after their election, with each director to
hold office until his or her successor shall have been duly elected
and qualified, and (ii) if authorized by a resolution of the Board of
Directors, directors may be elected to fill any vacancy on the Board
of Directors, regardless of how such vacancy shall have been created.

                  SECTION 3.3. Regular Meetings. A regular meeting of
the Board of Directors shall be held without other notice than this
By-Law on the same date, and at the same place as, the Annual Meeting
of Stockholders. The Board of Directors may, by resolution, provide the

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time and place for the holding of additional regular meetings without
other notice than such resolution.

                  SECTION 3.4. Special Meetings. Special meetings of
the Board of Directors shall be called at the request of the Chairman
of the Board, the President or a majority of the Board of Directors
then in office. The person or persons authorized to call special
meetings of the Board of Directors may fix the place and time of the
meetings.

                  SECTION 3.5. Notice. Notice of any special meeting
of directors shall be given to each director at the director's
business or residence in writing by hand delivery, first class or
overnight mail or other overnight or express delivery service,
telegram or facsimile transmission, by electronic mail or orally by
telephone. If mailed by first class mail, such notice shall be deemed
adequately delivered when deposited in the United States mails so
addressed, with postage thereon prepaid, at least five (5) days before
such meeting. If by telegram, overnight mail or courier service, such
notice shall be deemed adequately delivered when the telegram is
delivered to the telegraph company or the notice is delivered to the
overnight mail or other overnight or express delivery service company
at least twenty-four (24) hours before such meeting. If by facsimile
transmission or electronic mail, such notice shall be deemed
adequately delivered when the notice is transmitted at least twelve
(12) hours before such meeting. If by telephone or by hand delivery,
the notice shall be given at least twelve (12) hours prior to the time
set for the meeting. Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the Board of Directors
need be specified in the notice of such meeting, except for amendments
to these By-Laws, as provided under Section 9.1. A meeting may be held
at any time without notice if all the directors are present or if
those not present waive notice of the meeting in accordance with
Section 6.4 of these By-Laws.

                  SECTION 3.6. Action by Consent of Board of
Directors. Any action required or permitted to be taken at any meeting
of the Board of Directors or of any committee thereof may be taken
without a meeting if all members of the Board 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
or committee. Such filing shall be in paper form if the minutes are
maintained in paper form and shall be in electronic form if minutes
are maintained in electronic form.

                  SECTION 3.7. Conference Telephone Meetings. Members
of the Board of Directors, or any committee thereof, may participate
in a meeting of the Board of Directors or such committee by means of
conference telephone or other communications equipment by means of
which all persons participating in the meeting can hear each other,
and such participation in a meeting shall constitute presence in
person at such meeting.

                  SECTION 3.8. Quorum. Subject to Section 3.9, one
third of the whole number of directors, but not less than two, shall
constitute a quorum for the transaction of business, but if at any
meeting of the Board of Directors there shall be less than a quorum
present, a majority of the directors present may adjourn the meeting
from time to time without further notice. The act

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of the majority of the directors present at a meeting at which a
quorum is present shall be the act of the Board of Directors.

                  SECTION 3.9. Vacancies. Subject to applicable law
and the rights of the holders of any series of Preferred Stock with
respect to such series of Preferred Stock, and unless the Board of
Directors otherwise determines, vacancies resulting from death,
resignation, retirement, disqualification, removal from office or
other cause, and newly created directorships resulting from any
increase in the authorized number of directors, may be filled only by
the affirmative vote of a majority of the remaining directors, though
less than a quorum of the Board of Directors, and not by stockholders.
Directors so chosen shall hold office for a term expiring at the
annual meeting of stockholders at which the term of office of the
class to which they have been elected expires and until such
director's successor shall have been duly elected and qualified. No
decrease in the number of authorized directors constituting the Whole
Board shall shorten the term of any incumbent director.

                  SECTION 3.10. Executive and Other Committees. The
Board of Directors may, by resolution adopted by a majority of the
Whole Board, designate an Executive Committee to exercise, subject to
any limitations provided by law, all the powers of the Board in the
management of the business and affairs of the Company when the Board
is not in session, including without limitation the power to declare
dividends, to authorize the issuance of the Company's capital stock
and to adopt a certificate of ownership and merger pursuant to Section
253 of the General Corporation Law of the State of Delaware, and may,
by resolution similarly adopted, designate one or more other
committees. The Executive Committee and each such other committee
shall consist of two or more directors of the Company. The Board may
designate one or more directors as alternate members of any committee,
who may replace any absent or disqualified member at any meeting of
the committee. Any such committee, other than the Executive Committee
(the powers of which are expressly provided for herein), may to the
extent permitted by law exercise such powers and shall have such
responsibilities as shall be specified in the designating resolution.
In the absence or disqualification of any member of such committee or
committees, the member or members thereof present at any meeting and
not disqualified from voting, whether or not constituting a quorum,
may unanimously appoint another member of the Board to act at the
meeting in the place of any such absent or disqualified member. Each
committee shall keep written minutes, or minutes kept in electronic
form, of its proceedings and shall report such proceedings to the
Board when required; but failure to keep such minutes shall not affect
the validity of any acts of the committee or committees.

                  At any meeting of a committee, the presence of one
third of its members, but not less than two, shall constitute a quorum
for the transaction of business and the act of a majority of any
committee may determine its action. Each committee may provide for the
holding of regular meetings, make provision for the calling of special
meetings and, except as otherwise provided in these By-Laws or by
resolution of the Board of Directors, make rules for the conduct of
its business. Notice of special meetings of committees shall be given
to each member of the committee in the manner provided for in Section
3.5 of these By-Laws. The Board shall have power at any time to fill
vacancies in, to change the membership of, or to dissolve any such
committee. Nothing herein shall be deemed to prevent the Board from
appointing one or more

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committees consisting in whole or in part of persons who are not
directors of the Company; provided, however, that no such committee
shall have or may exercise any authority of the Board.

                  SECTION 3.11. Removal. Subject to the rights of the
holders of any series of Preferred Stock with respect to such series
of Preferred Stock, any director, or the entire Board of Directors,
may be removed from office at any time, but only for cause and only by
the affirmative vote of the holders of at least 80 percent of the
voting power of all of the then-outstanding shares of Voting Stock,
voting together as a single class.

                  SECTION 3.12. Records. The Board of Directors shall
cause to be kept a record containing the minutes of the proceedings of
the meetings of the Board and of the stockholders, appropriate stock
books and registers and such books of records and accounts as may be
necessary for the proper conduct of the business of the Company.

                              ARTICLE IV.

                               OFFICERS

                  SECTION 4.1. Elected Officers. The elected officers
of the Company shall be a Chairman of the Board and a President, one
of whom shall be designated by the Board of Directors as the Chief
Executive Officer, one or more Vice Chairmen, a Secretary, a
Treasurer, a Controller, a number of Vice Presidents, and such other
officers (including, without limitation, a Chief Financial Officer) as
the Board of Directors from time to time may deem proper. The Chairman
of the Board shall be chosen from among the directors. All officers
elected by the Board of Directors shall each have such powers and
duties as generally pertain to their respective offices, subject to
the specific provisions of this Article IV. Such officers shall also
have such powers and duties as from time to time may be conferred by
the Board of Directors or by any committee thereof. The Board may from
time to time elect, or the Chairman of the Board or President may
appoint, such other officers (including one or more Assistant Vice
Presidents, Assistant Secretaries, Assistant Treasurers, and Assistant
Controllers) and such agents, as may be necessary or desirable for the
conduct of the business of the Company. Such other officers and agents
shall have such duties and shall hold their offices for such terms as
these By-Laws shall provide or as the Board or the Chairman of the
Board or the President, as the case may be, may prescribe.

                  SECTION 4.2. Election and Term of Office. The
elected officers of the Company shall be elected annually by the Board
of Directors at the regular meeting of the Board of Directors held on
the date of the annual meeting of the stockholders. If the election of
officers shall not be held at such meeting, such election shall be
held as soon thereafter as convenient. Alternatively, at the last
regular meeting of the Board of Directors prior to an annual meeting
of stockholders, the Board of Directors may elect the officers of the
Company, contingent upon the election of the persons nominated to be
directors by the Board of Directors. Each officer shall hold office
until his successor shall have been duly elected and shall have
qualified or until his earlier death, resignation or removal.

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                  SECTION 4.3. Chairman of the Board. The Chairman of
the Board shall preside at all meetings of the stockholders and of the
Board of Directors. The Chairman of the Board shall act with respect
to matters of strategy and policy for the Company and perform all
duties incidental to his office which may be required by law and all
such other duties as are assigned to the Chairman of the Board by
these By-Laws, the Board of Directors or, if applicable, the Chief
Executive Officer.

                  SECTION 4.4. President. The President shall act in a
general executive capacity. The President shall perform such other
duties as may be assigned to him by these By-Laws, the Board of
Directors, or, if applicable, the Chief Executive Officer. The
President shall, in the absence or because of the inability to act of
the Chairman of the Board, perform all duties of the Chairman of the
Board and preside at all meetings of stockholders and of the Board of
Directors.

                  SECTION 4.5. Chief Executive Officer. The Chief
Executive Officer shall be responsible for the general management of
the affairs of the Company. He shall see that all orders and
resolutions of the Board of Directors are carried into effect. He
shall also perform such other duties as may be assigned to him by
these By-Laws or the Board of Directors. The Chief Executive Officer
shall designate who shall perform the duties of the Chief Executive
Officer in his absence.

                  SECTION 4.6. Vice Chairmen. The Vice Chairmen (if
any) shall act in a general executive capacity with enterprise-wide
responsibility as assigned by the Chairman of the Board or the
President and shall have such powers and shall perform such duties as
shall be assigned to them by the Board of Directors, the Chairman of
the Board or the President.

                  SECTION 4.7. Vice-Presidents. Each Vice President
shall have such powers and shall perform such duties as shall be
assigned to him by the Board of Directors, the Chairman of the Board
or the President.

                  SECTION 4.8. Chief Financial Officer. The Chief
Financial Officer (if any) shall be a Vice Chairman or a Vice
President and act in an executive financial capacity. He shall assist
the Chairman of the Board and the President in the general supervision
of the Company's financial policies and affairs.

                  SECTION 4.9. Treasurer. The Treasurer shall exercise
general supervision over the receipt, custody and disbursement of
corporate funds. The Treasurer shall cause the funds of the Company to
be deposited in such banks as may be authorized by the Board of
Directors, or in such banks as may be designated as depositaries in
the manner provided by resolution of the Board of Directors. He shall
have such further powers and duties and shall be subject to such
directions as may be granted or imposed upon him from time to time by
these By-Laws, the Board of Directors, the Chairman of the Board, the
President or the Chief Financial Officer.

                  SECTION 4.10. Secretary. The Secretary shall attend
all meetings of the Board of Directors and of the stockholders and
record all votes and the minutes of all proceedings in a

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book to be kept for that purpose. He shall give, or cause to be given,
notice of all meetings of the stockholders and special meetings of the
Board of Directors and, when appropriate, shall cause the corporate
seal to be affixed to any instruments executed on behalf of the
Company. The Secretary shall also perform all duties incident to the
office of Secretary and such other duties as may be assigned to him by
these By-Laws, the Board of Directors, the Chairman of the Board or
the President.

                  SECTION 4.11. Controller. The Controller shall serve
as the principal accounting officer of the Company and shall keep full
and accurate account of receipts and disbursements in books of the
Company and render to the Board of Directors, the Chairman of the
Board, the President or the Chief Financial Officer, whenever
requested, an account of all his transactions as Controller and of the
financial condition of the Company. The Controller shall also perform
all duties incident to the office of Controller and such other duties
as may be assigned to him by these By-Laws, the Board of Directors,
the Chairman of the Board, the President or the Chief Financial
Officer.

                  SECTION 4.12. Assistant Secretaries, Assistant
Treasurers and Assistant Controllers. The Assistant Secretaries shall,
during the absence of the Secretary, perform the duties and functions
and exercise the powers of the Secretary. Each Assistant Secretary
shall perform such other duties as may be assigned to such Assistant
Secretary by the Board of Directors, the Chairman of the Board, the
President or the Secretary. The Assistant Treasurers shall, during the
absence of the Treasurer, perform the duties and functions and
exercise the powers of the Treasurer. Each Assistant Treasurer shall
perform such other duties as may be assigned to the Assistant
Treasurer by the Board of Directors, the President, the Chief
Financial Officer or the Treasurer. The Assistant Controllers shall,
during the absence of the Controller, perform the duties and functions
and exercise the powers of the Controller. Each Assistant Controller
shall perform such other duties as may be assigned to such officer by
the Board of Directors, the President, the Chief Financial Officer or
the Controller.

                  SECTION 4.13. Removal. Any officer or agent may be
removed from office at any time by the affirmative vote of a majority
of the Whole Board or, except in the case of an officer or agent
elected by the Board, by the Chairman of the Board or the President.
Such removal shall be without prejudice to the contractual rights, if
any, of the person removed, provided that no elected officer shall
have any contractual rights against the Company for compensation by
virtue of his election as an officer beyond the date of the election
of his successor, his death, his resignation or his removal, whichever
event shall first occur, except as otherwise expressly provided in an
employment contract or under an employee deferred compensation plan.

                  SECTION 4.14. Vacancies. A newly created elected
office and a vacancy in any elected office because of death,
resignation, or removal may be filled by the Board of Directors for
the unexpired portion of the term at any meeting of the Board of
Directors. Any vacancy in an office appointed by the Chairman of the
Board or the President because of death, resignation, or removal may
be filled by the Chairman of the Board or the President.

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                              ARTICLE V.

         STOCK CERTIFICATES, BOOK-ENTRY ACCOUNTS AND TRANSFERS

                  SECTION 5.1. Stock Certificates and Transfers. The
interest of each stockholder of the Company shall be evidenced by
certificates or by registration in book-entry accounts without
certificates for shares of stock in such form as the appropriate
officers of the Company may from time to time prescribe. The shares of
the stock of the Company shall be transferred on the books of the
Company by the holder thereof in person or by his attorney, upon
surrender for cancellation of certificates for the same number of
shares, with an assignment and power of transfer endorsed thereon or
attached thereto, duly executed, with such proof of the authenticity
of the transfer and payment of any applicable transfer taxes as the
Company or its agents may reasonably require or by appropriate
book-entry procedures.

                  Certificates of stock shall be signed, countersigned
and registered in such manner as the Board of Directors may by
resolution prescribe, which resolution may permit all or any of the
signatures on such certificates to be in facsimile. In case any
officer, transfer agent or registrar who has signed or whose facsimile
signature has been placed upon a certificate has ceased to be such
officer, transfer agent or registrar before such certificate is
issued, it may be issued by the Company with the same effect as if he
were such officer, transfer agent or registrar at the date of issue.

                  SECTION 5.2. Lost, Stolen or Destroyed Certificates.
No certificate for shares of stock in the Company shall be issued in
place of any certificate alleged to have been lost, destroyed or
stolen, except on production of such evidence of such loss,
destruction or theft and on delivery to the Company of a bond of
indemnity in such amount, upon such terms and secured by such surety,
as the Board of Directors or any officer may in its or his discretion
require.

                              ARTICLE VI.

                       MISCELLANEOUS PROVISIONS

                  SECTION 6.1. Fiscal Year. The fiscal year of the
Company shall begin on the first day of January and end on the
thirty-first day of December of each year.

                  SECTION 6.2. Dividends. The Board of Directors may
from time to time declare, and the Company may pay, dividends on its
outstanding shares in the manner and upon the terms and conditions
provided by law and the Certificate of Incorporation.

                  SECTION 6.3. Seal. The corporate seal shall have
enscribed thereon the words "Corporate Seal," the year of
incorporation and "Delaware" and around the margin thereof the name of
the Company.

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                  SECTION 6.4. Waiver of Notice. Whenever any notice
is required to be given to any stockholder or director of the Company
under the provisions of the General Corporation Law of the State of
Delaware or these By-Laws, a waiver thereof in writing, signed by the
person or persons entitled to such notice, or a waiver by electronic
transmission by the person entitled to notice, whether before or after
the time stated therein, shall be deemed equivalent to the giving of
such notice. Neither the business to be transacted at, nor the purpose
of, any annual or special meeting of the stockholders or the Board of
Directors or committee thereof need be specified in any waiver of
notice of such meeting.

                  SECTION 6.5. Audits. The accounts, books and records
of the Company shall be audited upon the conclusion of each fiscal
year by an independent certified public accountant selected by the
Board of Directors, and it shall be the duty of the Board of
Directors to cause such audit to be done annually.

                  SECTION 6.6. Resignations. Any director or any
officer, whether elected or appointed, may resign at any time by
giving written notice or notice by electronic transmission of such
resignation to the Chairman of the Board, the President, or the
Secretary, and such resignation shall be deemed to be effective as of
the close of business on the date said notice is received by the
Chairman of the Board, the President, or the Secretary, or at such
later time as is specified therein. Neither the Board of Directors nor
the stockholders shall be required to take any formal action to make
any such resignation effective.

                             ARTICLE VII.

                 INDEMNIFICATION; ADVANCE OF EXPENSES

                  SECTION 7.1. Right of Indemnification Generally.

                  (A)   Directors, Officers and Employees. Each
person who was or is made a party or is threatened to be made a
party to or is involved in any action, suit, or proceeding, whether
civil, criminal, administrative or investigative (hereinafter a
"proceeding"), by reason of the fact that he or she or a person of
whom he or she is the legal representative is or was a director,
officer or employee of the Company or is or was serving at the request
of the Company as a director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans,
shall be indemnified and held harmless by the Company to the fullest
extent authorized by the General Corporation Law of the State of
Delaware as the same exists or may hereafter be amended against all
expense, liability and loss (including attorneys' fees, judgments,
fines, ERISA excise taxes or penalties and amounts paid or to be paid
in settlement) reasonably incurred or suffered by such person in
connection therewith; provided, however, that except as provided in
Section 7.3 of this Article VII, the Company shall indemnify any such
person seeking indemnification in connection with a proceeding (or
part thereof) initiated by such person only if such proceeding (or
part thereof) was authorized by the Board of Directors.

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<PAGE>

                  (B)   Advance of Expenses; Undertaking. Each person
referred to in Section 7.1(A) of this Article VII shall be paid by the
Company the expenses incurred in connection with any proceeding
described in Section 7.1(A) in advance of its final disposition, such
advances to be paid by the Company within 30 days after the receipt by
the Company of a statement or statements from the claimant requesting
such advance or advances from time to time; provided, however, that,
if the General Corporation Law of the State of Delaware requires, the
advancement of such expenses incurred by a director or officer in his
or her capacity as a director or officer (and not, unless otherwise
required by law, in any other capacity in which service was or is
rendered by such person while a director or officer, including,
without limitation, service to an employee benefit plan) prior to the
final disposition of a proceeding, shall be made only upon delivery to
the Company of an undertaking by or on behalf of such director or
officer, to repay all amounts so advanced if it shall ultimately be
determined that such director or officer is not entitled to be
indemnified under this Article VII or otherwise.

                  (C)   Contract Right. The right to indemnification
conferred in this Article VII and the right to be paid by the Company
the expenses incurred in connection with any such proceeding in
advance of its final disposition conferred in this Article VII each
shall be a contract right.

                  SECTION 7.2. Written Request; Determination of
Entitlement. To obtain indemnification under this Article VII, a
claimant shall submit to the Company a written request, including
therein or therewith such documentation and information as is
reasonably available to the claimant and is reasonably necessary to
determine whether and to what extent the claimant is entitled to
indemnification. Any determination regarding whether indemnification
of any person is proper in the circumstances because such person has
met the applicable standard of conduct set forth in the General
Corporation Law of the State of Delaware shall be made at the option
of the person seeking indemnification, by the directors as set forth
in the General Corporation Law of the State of Delaware or by
independent legal counsel selected by such person with the consent of
the Company (which consent shall not unreasonably be withheld).

                  SECTION 7.3. Recovery of Unpaid Claim. If a claim
under Section 7.1 of this Article VII is not paid in full by the
Company within 30 days after a written claim pursuant to Section 7.2
of this Article VII has been received by the Company, the claimant may
at any time thereafter bring suit against the Company to recover the
unpaid amount of the claim and, if successful in whole or in part, the
claimant shall be entitled to be paid also the expense of prosecuting
such claim. It shall be a defense to any such action (other than
actions brought to enforce a claim for expenses incurred in defending
any proceeding in advance of its final disposition where the required
undertaking, if any is required, has been tendered to the Company)
that the claimant has not met the standard of conduct which makes it
permissible under the General Corporation Law of the State of Delaware
for the Company to indemnify the claimant for the amount claimed, but
the burden of proving such defense shall be on the Company. Neither
the failure of the Company (including its directors, independent legal
counsel or stockholders) to have made a determination prior to the
commencement of such action that indemnification of the claimant is
proper in the circumstances because he or she has met the applicable
standard of conduct set forth in the General Corporation Law of the
State of Delaware, nor an actual

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<PAGE>

determination by the Company (including its directors, independent
legal counsel or stockholders) that the claimant has not met such
applicable standard of conduct, shall be a defense to the action or
create a presumption that the claimant has not met the applicable
standard of conduct.

                  SECTION 7.4. Exclusivity; Subsequent Modification.
The right to indemnification and the payment of expenses incurred in
connection with a proceeding in advance of its final disposition
conferred in this Article VII shall not be exclusive of any other
right which any person may have or hereafter acquire under any
statute, provision of the Certificate of Incorporation, By-Laws,
agreement, vote of stockholders or Directors or otherwise. No repeal
or modification of this Article VII shall in any way diminish or
adversely affect the rights hereunder of any director, officer or
employee or of any agent who has been expressly granted
indemnification by the Company pursuant to Section 7.6 hereof in
respect of any occurrence or matter arising prior to any such repeal
or modification.

                  SECTION 7.5. Insurance. The Company may maintain
insurance, at its expense, to protect itself and any director,
officer, employee or agent of the Company or another corporation,
partnership, joint venture, trust or other enterprise against any
expense, liability or loss, whether or not the Company would have the
power to indemnify such person against such expense, liability or loss
under the General Corporation Law of the State of Delaware. To the
extent that the Company maintains any policy or policies providing
such insurance, each such director, officer or employee, and each such
agent to which rights to indemnification have been granted as provided
in Section 7.6 of this Article VII shall be covered by such policy or
policies in accordance with its or their terms to the maximum extent
of the coverage thereunder for any such director, officer, employee or
agent.

                  SECTION 7.6. Other Persons Granted Right of
Indemnification. The Company may, to the extent authorized from time
to time by the Board of Directors, grant rights to indemnification,
and rights to be paid by the Company the expenses incurred in
defending any proceeding in advance of its final disposition, to any
agent of the Company to the fullest extent of the provisions of this
Article VII with respect to the indemnification and advancement of
expenses of directors, officers and employees of the Company.

                  SECTION 7.7. Illegality; Unenforceability. If any
provision or provisions of this Article VII shall be held to be
invalid, illegal or unenforceable for any reason whatsoever: (1) the
validity, legality and enforceability of the remaining provisions of
this Article VII (including, without limitation, each portion of any
Section of this Article VII containing any such provision held to be
invalid, illegal or unenforceable, that is not itself held to be
invalid, illegal or unenforceable) shall not in any way be affected or
impaired thereby; and (2) to the fullest extent possible, the
provisions of this Article VII (including, without limitation, each
such portion of any Section of this Article VII containing any such
provision held to be invalid, illegal or unenforceable) shall be
construed so as to give effect to the intent manifested by the
provision held invalid, illegal or unenforceable.

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                  SECTION 7.8. Form and Delivery of Communications.
Any notice, request or other communication required or permitted to be
given to the Company under this Article VII shall be in writing and
either delivered in person or sent by telecopy, telex, telegram,
overnight mail or courier service, or certified or registered mail,
postage prepaid, return receipt requested, to the Secretary of the
Company.

                             ARTICLE VIII.

                       CONTRACTS, PROXIES, ETC.

                  SECTION 8.1. Contracts. Except as otherwise required
by law, the Certificate of Incorporation or these By-Laws, any
contracts or other instruments may be executed and delivered in the
name and on behalf of the Company by such officer or officers of the
Company as the Board of Directors may from time to time direct. Such
authority may be general or confined to specific instances as the
Board may determine. The Chairman of the Board, the President, any
Vice Chairman or any Vice President may execute bonds, contracts,
deeds, leases and other instruments to be made or executed for or on
behalf of the Company. Subject to any restrictions imposed by the
Board of Directors or the Chairman of the Board, the President, any
Vice Chairman or any Vice President of the Company may delegate
contractual powers to others under his jurisdiction, it being
understood, however, that any such delegation of power shall not
relieve such officer of responsibility with respect to the exercise of
such delegated power.

                  SECTION 8.2. Proxies. Unless otherwise provided by
resolution adopted by the Board of Directors, the Chairman of the
Board, the President, any Vice Chairman or any Vice President, the
Secretary or any Assistant Secretary, may from time to time appoint an
attorney or attorneys or agent or agents of the Company, in the name
and on behalf of the Company, to cast the votes which the Company may
be entitled to cast as the holder of stock or other securities in any
other corporation, any of whose stock or other securities may be held
by the Company, at meetings of the holders of the stock or other
securities of such other corporation, or to consent in writing or by
electronic transmission, in the name of the Company as such holder, to
any action by such other corporation, and may instruct the person or
persons so appointed as to the manner of casting such votes or giving
such consent, and may send, execute or cause to be executed in the
name and on behalf of the Company and under its corporate seal or
otherwise, all such written proxies or other instruments or electronic
transmissions as he may deem necessary or proper in the premises.

                              ARTICLE IX.

                              AMENDMENTS

                  SECTION 9.1. Amendments. These By-Laws may be
amended or repealed, or new By-Laws may be adopted, at any meeting of
the Board of Directors or of the stockholders, provided notice of the
proposed change was given in the notice of the meeting and, in the
case of a meeting of the Board of Directors, in a notice given not
less than twelve hours prior to the meeting; provided, however, that,
in the case of amendment, repeal or adoption by stockholders,

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notwithstanding any other provisions of these By-Laws or any provision
of law which might otherwise permit a lesser vote or no vote, but in
addition to any affirmative vote of the holders of any series of
Preferred Stock required by law, the Certificate of Incorporation, any
Preferred Stock designation, or these By-Laws, the affirmative vote of
the holders of at least 80 percent of the voting power of all the then
outstanding shares of the Voting Stock, voting together as a single
class, shall be required for the stockholders to adopt, amend or
repeal any provision of these By-Laws.



                                 -17-