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                                                                     Exhibit 4.2


                           AMENDED AND RESTATED BYLAWS
                                       OF
                           AGILENT TECHNOLOGIES, INC.

                                    ARTICLE I

                                CORPORATE OFFICES

     1.1  Registered Office. The registered office of the corporation shall be
fixed in the Certificate of Incorporation of the corporation.

     1.2  Other Offices. The board of directors may at any time establish branch
or subordinate offices at any place or places where the corporation is qualified
to do business.


                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     2.1  Place of Meetings. Meetings of stockholders shall be held at any place
within or outside the State of Delaware designated by the board of directors. In
the absence of any such designation, stockholders' meetings shall be held at the
registered office of the corporation.

     2.2  Annual Meeting.

     (a)  The annual meeting of stockholders shall be held each year on a date
          and at a time designated by the board of directors. At the meeting,
          directors shall be elected, and any other proper business may be
          transacted.

     (b)  At an annual meeting of the stockholders, only such business shall be
          conducted as shall have been properly brought before the meeting. To
          be properly brought before an annual meeting, business must be: (A)
          specified in the notice of meeting (or any supplement thereto) given
          by or at the direction of the board of directors, (B) otherwise
          properly brought before the meeting by or at the direction of the
          board of directors, or (C) otherwise properly brought before the
          meeting by a stockholder. For nominations or other business to be
          properly brought before a stockholders meeting by a stockholder
          pursuant to clause (C) of the preceding sentence, the stockholder must
          have given timely notice thereof in writing to the Secretary of the
          corporation and such other business must otherwise be a proper matter
          for stockholder action. To be timely for purposes of advance notice
          requirements, a stockholders proposal must be delivered to the
          Secretary at the principal executive offices of the corporation not
          less than one hundred twenty (120) calendar days in advance of the
          first anniversary of the date the corporation's proxy statement was
          released to stockholders for the preceding year's annual meeting. In
          no event shall the public announcement of an adjournment of a
          stockholders meeting commence a new time period for the giving of a
          stockholder's notice as described above. A stockholder's notice to the
          secretary shall set forth as to each matter the stockholder proposes
          to bring before the annual meeting: (a) a brief description of the
          business desired to be brought before the meeting, (b) the name and
          address, as they appear on the corporation's books, of the stockholder
          proposing such business, (c) the class number of shares of the
          corporation which are owned beneficially by such stockholder, (d) any
          material interest of the stockholder in such business, and (e) any
          other information that is required to be provided


                                      -1-

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          by the stockholder pursuant to Regulation 14A under the Securities
          Exchange Act of 1934, as amended (the "1934 Act") (or any successor
          thereto) in such stockholder's capacity as a proponent of a
          stockholder proposal. Notwithstanding anything in these Amended and
          Restated Bylaws (the "Bylaws") to the contrary, no business shall be
          conducted at any annual meeting except in accordance with the
          procedures set forth in this paragraph (b). The chairman of the annual
          meeting shall, if the facts warrant, determine and declare at the
          meeting that business was not properly brought before the meeting and
          in accordance with the provisions of this paragraph (b), and, if he
          should so determine, he shall so declare at the meeting that any such
          business not properly brought before the meeting shall not be
          transacted.

     (c)  Only persons who are nominated in accordance with the procedures set
          forth in this paragraph (c) shall be eligible for election as
          directors. Nominations of persons for election to the board of
          directors of the corporation may be made at a meeting of stockholders
          by or at the direction of the board of directors or by any stockholder
          of the corporation entitled to vote in the election of directors at
          the meeting who complies with the notice procedures set forth in this
          paragraph (c). Such nominations, other than those made by or at the
          direction of the board of directors, shall be made pursuant to timely
          notice in writing to the secretary of the corporation in accordance
          with the provisions of paragraph (b) of this Section 2.2. Such
          stockholder's notice shall set forth (i) as to each person, if any,
          whom the stockholder proposes to nominate for election or re-election
          as a director: (A) the name, age, business address and residence
          address of such person, (B) the principal occupation or employment of
          such person, (C) the class and number of shares of the corporation
          which are beneficially owned by such person, (D) 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 nominations are to be made by the
          stockholder, and (E) any other information relating to such person
          that is required to be disclosed in solicitations of proxies for
          elections of directors, or is otherwise required, in each case
          pursuant to Regulation 14A under the 1934 Act (or any successor
          thereto) (including without limitation such person's written consent
          to being named in the proxy statement, if any, as a nominee and to
          serving as a director if elected); and (ii) as to such stockholder
          giving notice, the information required to be provided pursuant to
          paragraph (b) of this Section 2.2. At the request of the board of
          directors, any person nominated by a stockholder for election as a
          director shall furnish to the secretary of the corporation that
          information required to be set forth in the stockholder's notice of
          nomination which pertains to the nominee. No person shall be eligible
          for election as a director of the corporation unless nominated in
          accordance with the procedures set forth in this paragraph (c). The
          chairman of the meeting shall, if the facts warrant, determine and
          declare at the meeting that a nomination was not made in accordance
          with the procedures prescribed by these Bylaws, and if he should so
          determine, he shall so declare at the meeting, and the defective
          nomination shall be disregarded.

     2.3  Special Meeting. A special meeting of the stockholders may be called
at any time by the board of directors or the chairman of the board. In addition,
prior to the Trigger Date (as defined in the Certificate of Incorporation), the
corporation will call a special meeting of stockholders promptly upon request by
Hewlett-Packard Company, a Delaware corporation, so long as such entity is a
stockholder of the corporation. Special meetings of the stockholders may not be
called by any other person or persons. Only such business shall be considered at
a special meeting of stockholders as shall have been stated in the notice for
such meeting.

     2.4  Organization. Meetings of stockholders shall be presided over by the
chairman of the board, if any, or in his or her absence by the vice chairman of
the board, if any, or in his or her absence, or in the absence of the foregoing
persons by a chairman of the meeting, which chairman must be an officer or
director of the Company, designated by the board of directors. The secretary or
in his or her absence an assistant


                                      -2-


<PAGE>

secretary or in the absence of the secretary and all assistant secretaries a
person whom the chairman of the meeting shall appoint shall act as secretary of
the meeting and keep a record of the proceedings thereof.

     The board of directors of the corporation shall be entitled to make such
rules or regulations for the conduct of meetings of stockholders as it shall
deem necessary, appropriate or convenient. Subject to such rules and regulations
of the board of directors, if any, the chairman of the meeting 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 necessary,
appropriate or convenient for the proper conduct of the meeting, including,
without limitation, establishing an agenda or order of business for the meeting,
rules and procedures for maintaining order at the meeting and the safety of
those present, limitations on participation in such meeting to stockholders of
record of the corporation and their duly authorized and constituted proxies, and
such other persons as the chairman shall permit, restrictions on entry to the
meeting after the time fixed for the commencement thereof, limitations on the
time allotted to questions or comments by participants and regulation of the
opening and closing of the polls for balloting and matters which are to be voted
on by ballot. Unless and to the extent determined by the board of directors or
the chairman of the meeting, meetings of stockholders shall not be required to
be held in accordance with rules of parliamentary procedure.

     2.5  Notice of Stockholders' Meetings. All notices of meetings of
stockholders shall be sent or otherwise given in accordance with Section 2.6 of
these Bylaws not less than ten (10) nor more than sixty (60) days before the
date of the meeting. The notice shall specify the place, date, and hour of the
meeting and (i) in the case of a special meeting, the purpose or purposes for
which the meeting is called (no business other than that specified in the notice
may be transacted) or (ii) in the case of the annual meeting, those matters
which the board of directors, at the time of giving the notice, intends to
present for action by the stockholders (but any proper matter may be presented
at the meeting for such action). The notice of any meeting at which directors
are to be elected shall include the name of any nominee or nominees who, at the
time of the notice, the board intends to present for election.

     2.6  Manner of Giving Notice; Affidavit of Notice. Notice of any meeting of
stockholders shall be given either personally or by mail, telecopy, telegram or
other electronic or wireless means. Notices not personally delivered shall be
sent charges prepaid and shall be addressed to the stockholder at the address of
that stockholder appearing on the books of the corporation or given by the
stockholder to the corporation for the purpose of notice. Notice shall be deemed
to have been given at the time when delivered personally or deposited in the
mail or at the time of transmission when sent by telecopy, telegram or other
electronic or wireless means.

     An affidavit of the mailing or other means of giving any notice of any
stockholders meeting, executed by the secretary, assistant secretary or any
transfer agent of the corporation giving the notice, shall be prima facie
evidence of the giving of such notice or report.

     2.7  Quorum. The holders of a majority in voting power of the 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 except as otherwise provided by statute or by the
Certificate of Incorporation. If, however, such quorum is not present or
represented at any meeting of the stockholders, then either (i) the chairman of
the meeting or (ii) the stockholders by the vote of the holders of a majority of
the stock, present in person or represented by proxy shall have power to adjourn
the meeting in accordance with Section 2.8 of these Bylaws.

     When a quorum is present at any meeting, the vote of the holders of a
majority of the stock having voting power present in person or represented by
proxy shall decide any question brought before such meeting, unless the question
is one upon which, by express provision of the laws of the State of Delaware or
of the Certificate of Incorporation or these Bylaws, a vote of a greater number
or voting by classes is required, in which case such express provision shall
govern and control the decision of the question.


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     If a quorum be initially present, the stockholders may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum, if any action taken is approved by a
majority of the stockholders initially constituting the quorum.

     2.8  Adjourned Meeting; Notice. Any stockholders meeting, annual or
special, whether or not a quorum is present, may be adjourned from time to time
by the vote of the majority of the voting power of the shares represented at
that meeting, either in person or by proxy. In the absence of a quorum, no other
business may be transacted at that meeting except as provided in Section 2.7 of
these Bylaws.

     When any meeting of stockholders, either annual or special, is adjourned to
another time or place, notice need not be given of the adjourned meeting if the
time and place are announced at the meeting at which the adjournment is taken.
However, if a new record date for the adjourned meeting is fixed or if the
adjournment is for more than thirty (30) days from the date set for the original
meeting, then notice of the adjourned meeting shall be given. Notice of any such
adjourned meeting shall be given to each stockholder of record entitled to vote
at the adjourned meeting in accordance with the provisions of Sections 2.5 and
2.6 of these Bylaws. At any adjourned meeting the corporation may transact any
business which might have been transacted at the original meeting.

     2.9  Voting. The stockholders entitled to vote at any meeting of
stockholders shall be determined in accordance with the provisions of Section
2.12 of these Bylaws, subject to the provisions of Sections 217 and 218 of the
General Corporation Law of Delaware (relating to voting rights of fiduciaries,
pledgers and joint owners, and to voting trusts and other voting agreements).

     Except as may be otherwise provided in the Certificate of Incorporation, by
these Bylaws or required by law, each stockholder shall be entitled to one vote
for each share of capital stock held by such stockholder.

     Any stockholder entitled to vote on any matter may vote part of the shares
in favor of the proposal and refrain from voting the remaining shares or, except
when the matter is the election of directors, may vote them against the
proposal; but if the stockholder fails to specify the number of shares which the
stockholder is voting affirmatively, it will be conclusively presumed that the
stockholder's approving vote is with respect to all shares which the stockholder
is entitled to vote.

     2.10 Validation of Meetings; Waiver of Notice; Consent. The transactions of
any meeting of stockholders, either annual or special, however called and
noticed, and wherever held, shall be as valid as though they had been taken at a
meeting duly held after regular call and notice, if a quorum be present either
in person or by proxy.

     Whenever notice is required to be given under any provision of the General
Corporation Law of Delaware or of the Certificate of Incorporation or these
Bylaws, a written waiver thereto, signed by the person entitled to notice,
whether before or after the time stated therein, will be deemed equivalent to
notice. Attendance by a person at a meeting shall also constitute a waiver of
notice of and presence at that meeting, except when the person objects at the
beginning of the meeting to the transaction of any business because the meeting
is not lawfully called or convened. Attendance at a meeting is not a waiver of
any right to object to the consideration of matters required by law to be
included in the notice of the meeting but not so included, if that objection is
expressly made at the meeting. Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the stockholders need be specified
in any written waiver of notice unless so required by the Certificate of
Incorporation or these Bylaws.

     2.11 No Stockholder Action by Written Consent. Effective as of the Trigger
Date, any action required or permitted to be taken by the stockholders of the
corporation must be effected at a duly called annual or special meeting of such
holders and may not be effected by any consent in writing by such holders.


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     2.12 Record Date for Stockholder Notice; Voting; Giving Consents. For
purposes of determining the stockholders entitled to notice of any meeting or to
vote thereat, the board of directors may fix, in advance, a record date, which
shall not be more than sixty (60) days nor less than ten (10) days before the
date of any such meeting, and in such event only stockholders of record on the
date so fixed are entitled to notice and to vote, notwithstanding any transfer
of any shares on the books of the corporation after the record date, except as
otherwise provided in the Certificate of Incorporation, by these Bylaws, by
agreement or by applicable law.

     If the board of directors does not so fix a record date, the record date
for determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the business day next
preceding the day on which notice is given, or, if notice is waived, at the
close of business on the business day 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 stockholders shall apply to any adjournment of the meeting
unless the board of directors fixes a new record date for the adjourned meeting,
but the board of directors shall fix a new record date if the meeting is
adjourned for more than thirty (30) days from the date set for the original
meeting.

     The record date for any other purpose shall be as provided in Section 8.1
of these Bylaws.

     2.13 Proxies. Every person entitled to vote for directors, or on any other
matter, shall have the right to do so either in person or by one or more agents
authorized by a written proxy filed with the secretary of the corporation. A
written proxy may be in the form of a telegram, cablegram, or other means of
electronic transmission which sets forth or is submitted with information from
which it can be determined that the telegram, cablegram, or other means of
electronic transmission was authorized by the person. No such proxy shall be
voted or acted upon after three (3) years from its date, unless the proxy
provides for a longer period. A duly executed proxy shall be irrevocable if it
states that it is irrevocable and if, and only as long as, it is coupled with an
interest sufficient in law to support an irrevocable power. The revocability of
a proxy that states on its face that it is irrevocable shall be governed by the
provisions of Section 212(e) of the General Corporation Law of Delaware. A
stockholder may revoke any proxy which is not irrevocable by attending the
meeting and voting in person or by filing an instrument in writing revoking the
proxy or by filing another duly executed proxy bearing a later date with the
secretary of the corporation.

     A proxy is not revoked by the death or incapacity of the maker unless,
before the vote is counted, written notice of such death or incapacity is
received by the corporation.

     2.14 Inspectors of Election. Before any meeting of stockholders, the board
of directors shall appoint an inspector or inspectors of election to act at the
meeting or its adjournment. The number of inspectors shall be either one (1) or
three (3). If any person appointed as inspector fails to appear or fails or
refuses to act, then the chairman of the meeting may, and upon the request of
any stockholder or a stockholder's proxy shall, appoint a person to fill that
vacancy.

     Such inspectors shall:

     (a)  determine the number of shares outstanding and the voting power of
          each, the number of shares represented at the meeting, the existence
          of a quorum, and the authenticity, validity, and effect of proxies;

     (b)  receive votes, ballots or consents;

     (c)  hear and determine all challenges and questions in any way arising in
          connection with the right to vote;

     (d)  count and tabulate all votes or consents;


                                      -5-



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     (e)  determine when the polls shall close;

     (f)  determine the result; and

     (g)  do any other acts that may be proper to conduct the election or vote
          with fairness to all stockholders.

     The inspectors of election shall perform their duties impartially, in good
faith, to the best of their ability and as expeditiously as is practical. If
there are three (3) inspectors of election, the decision, act or certificate of
a majority is effective in all respects as the decision, act or certificate of
all. Any report or certificate made by the inspectors of election is prima facie
evidence of the facts stated therein.

                                  ARTICLE III

                                   DIRECTORS

     3.1  Powers. Subject to the provisions of the General Corporation Law of
Delaware and to any limitations in the Certificate of Incorporation or these
Bylaws relating to action required to be approved by the stockholders or by the
outstanding shares, the business and affairs of the corporation shall be managed
and all corporate powers shall be exercised by or under the direction of the
board of directors.

     3.2  Number. The authorized number of directors shall be fixed and may be
changed from time to time by resolution of the Board of Directors.

     No reduction of the authorized number of directors shall have the effect of
removing any director before that director's term of office expires. If for any
cause, the directors shall not have been elected at an annual meeting, they may
be elected as soon thereafter as convenient at a special meeting of the
stockholders called for that purpose in the manner provided in these Bylaws.

     3.3  Election and Term of Office of Directors. Except as provided in the
Certificate of Incorporation or Section 3.4 of these Bylaws, directors shall be
classified, with respect to the time for which they severally hold office, into
three classes, as nearly equal in number as possible, one class to be originally
elected for a term expiring at the annual meeting of stockholders to be held in
2000, another class to be originally elected for a term expiring at the annual
meeting of stockholders to be held in 2001, and another class to be originally
elected for a term expiring at the annual meeting of stockholders to be held in
2002, with each class to hold office until its successor is duly elected and
qualified. At each succeeding annual meeting of stockholders, 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 such person's successor
shall have been elected and qualified or until such person's earlier resignation
or removal. Each director, including a director elected or appointed to fill a
vacancy, shall hold office until his successor is elected and qualified or until
his earlier resignation or removal.

     Directors need not be stockholders unless so required by the Certificate of
Incorporation or by these Bylaws; wherein other qualifications for directors may
be prescribed.

     Election of directors need not be by written ballot unless so required by
the Certificate of Incorporation or by these Bylaws; wherein other
qualifications for directors may be prescribed.

     3.4  Resignation and Vacancies. Any director may resign effective on giving
written notice to the chairman of the board, the president, the secretary or the
board of directors, unless the notice specifies a


                                      -6-


<PAGE>

later time for that resignation to become effective. If the resignation of a
director is effective at a future time, the board of directors may elect a
successor to take office when the resignation becomes effective.

     Unless otherwise provided in the Certificate of Incorporation or these
Bylaws:

     (i)  Vacancies and newly created directorships resulting from any increase
          in the authorized number of directors elected by all of the
          stockholders having the right to vote as a single class may be filled
          by a majority of the directors then in office, even if less than a
          quorum, or by a sole remaining director. Each director so elected
          shall hold office for the remainder of the full term of the class of
          directors in which the new directorship was created or the vacancy
          occurred and until a successor has been elected and qualified.

     (ii) Whenever the holders of any class or classes of stock or series
          thereof are entitled to elect one or more directors by the provisions
          of the Certificate of Incorporation, vacancies and newly created
          directorships of such class or classes or series may be filled by a
          majority of the directors elected by such class or classes or series
          thereof then in office, or by a sole remaining director so elected.

     If at any time, by reason of death or resignation or other cause, the
corporation should have no directors in office, then any officer or any
stockholder or an executor, administrator, trustee or guardian of a stockholder,
or other fiduciary entrusted with like responsibility for the person or estate
of a stockholder, may call a special meeting of stockholders solely for he
purpose of electing directors in accordance with the provisions of the
Certificate of Incorporation or these Bylaws, or may apply to the Court of
Chancery for a decree summarily ordering an election as provided in Section 211
of the General Corporation Law of Delaware.

     If, at the time of filling any vacancy or any newly created directorship,
the directors then in office constitute less than a majority of the whole board
(as constituted immediately prior to any such increase), then the Court of
Chancery may, upon application of any stockholder or stockholders holding at
least ten percent (10%) of the total number of the then outstanding shares
having the right to vote for such directors, summarily order an election to be
held to fill any such vacancies or newly created directorships, or to replace
the directors chosen by the directors then in office as aforesaid, which
election shall be governed by the provisions of Section 211 of the General
Corporation Law of Delaware as far as applicable.

     3.5  Removal. Unless otherwise restricted by statute, by the Certificate of
Incorporation or by these Bylaws, any director or the entire board of directors
may be removed from office only for cause by the holders of a majority of the
shares then entitled to vote at an election of directors.

     3.6  Place of Meetings; Meetings by Telephone. Regular meetings of the
board of directors may be held at any place within or outside the State of
Delaware that has been designated from time to time by resolution of the board
of directors. In the absence of such a designation, regular meetings shall be
held at the principal executive office of the corporation. Special meetings of
the board of directors may be held at any place within or outside the State of
Delaware that has been designated in the notice of the meeting or, if not stated
in the notice or if there is no notice, at the principal executive office of the
corporation.

     Any meeting, regular or special, may be held by conference telephone or
similar communication equipment, so long as all directors participating in the
meeting can hear one another; and all such directors shall be deemed to be
present in person at the meeting.

     3.6  Regular Meetings. Regular meetings of the board of directors may be
held without notice if the times of such meetings are fixed by the board of
directors.


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<PAGE>

     3.7  Special Meetings; Notice. Special meetings of the board of directors
for any purpose or purposes may be called at any time by the chairman of the
board, the vice chairman of the board, the president, the chairman of the
executive committee, any vice president or the secretary or by any two (2) or
more of the directors.

     Notice of the time and place of special meetings shall be delivered
personally or by telephone to each director or sent by mail, telecopy, telegram
or other electronic or wireless means, charges prepaid, addressed to each
director at that director's address as it is shown on the records of the
corporation or if the address is not readily ascertainable, notice shall be
addressed to the director at the city or place in which the meetings of
directors are regularly held. If the notice is mailed, it shall be deposited in
the United States mail at least four (4) days before the time of the holding of
the meeting. If the notice is delivered personally or by telephone, telecopy,
telegram or other electronic or wireless means, it shall be delivered personally
or by telephone or other electronic or wireless means or to the telegraph
company at least twenty-four (24) hours before the time of the holding of the
meeting. Any oral notice given personally or by telephone may be communicated
either to the director or to a person at the office of the director who the
person giving the notice has reason to believe will promptly communicate it to
the director. If the meeting is to be held at the principal executive office of
the corporation, the notice need not specify the place of the meeting. Moreover,
a notice of special meeting need not state the purpose of such meeting, and,
unless indicated in the notice thereof, any and all business may be transacted
at a special meeting.

     3.8  Quorum. A majority of the authorized number of directors shall
constitute a quorum for the transaction of business, except to fill vacancies in
the board of directors as provided in Section 3.4 and to adjourn as provided in
Section 3.11 of these Bylaws. Every act or decision done or made by a majority
of the directors present at a duly held meeting at which a quorum is present
shall be regarded as the act of the board of directors, subject to the
provisions of the Certificate of Incorporation and applicable law.

     A meeting at which a quorum is initially present may continue to transact
business notwithstanding the withdrawal of directors, if any action taken is
approved by at least a majority of the required quorum for that meeting.

     3.9  Waiver of Notice. Notice of a meeting need not be given to any
director (i) who signs a waiver of notice or a consent to holding the meeting or
an approval of the minutes thereof, whether before or after the meeting, or (ii)
who attends the meeting without protesting, prior thereto or at its
commencement, the lack of notice to such directors. The transactions of any
meeting of the board, however called and noticed or wherever held, are as valid
as though had at a meeting duly held after regular call and notice if a quorum
is present and if, either before or after the meeting, each of the directors not
present signs a written waiver of notice. All such waivers shall be filed with
the corporate records or made part of the minutes of the meeting. A waiver of
notice need not specify the purpose of any regular or special meeting of the
board of directors.

     3.10 Adjournment. A majority of the directors present, whether or not
constituting a quorum, may adjourn any meeting to another time and place.

     3.11 Notice of Adjournment. Notice of the time and place of holding an
adjourned meeting need not be given if announced unless the meeting is adjourned
for more than twenty-four (24) hours. If the meeting is adjourned for more than
twenty-four (24) hours, then notice of the time and place of the adjourned
meeting shall be given before the adjourned meeting takes place, in the manner
specified in Section 3.8 of these Bylaws, to the directors who were not present
at the time of the adjournment.

     3.12 Board Action by Written Consent Without a Meeting. Any action required
or permitted to be taken by the board of directors may be taken without a
meeting, provided that all members of the board of directors individually or
collectively consent in writing to that action. Such action by written consent
shall have the same force and effect as a unanimous vote of the board of
directors. Such written consent and any counterparts thereof shall be filed with
the minutes of the proceedings of the board.


                                      -8-

<PAGE>

     3.13 Organization. Meetings of the board of directors shall be presided
over by the chairman of the board, if any, or in his or her absence by the vice
chairman of the board, if any, or in his or her absence by the chairman of the
executive committee, if any, or in his or her absence by the president, if any,
or in his or her absence by the executive vice president. In the absence of all
such directors, a president pro tem chosen by a majority of the directors
present shall preside at the meeting. The secretary shall act as secretary of
the meeting, but in his or her absence the chairman of the meeting may appoint
any person to act as secretary of the meeting.

     3.14 Fees and Compensation of Directors. Directors and members of
committees may receive such compensation, if any, for their services and such
reimbursement of expenses as may be fixed or determined by resolution of the
board of directors. This Section 3.15 shall not be construed to preclude any
director from serving the corporation in any other capacity as an officer,
agent, employee or otherwise and receiving compensation for those services.

                                   ARTICLE IV

                                   COMMITTEES

     4.1  Committees of Directors. The board of directors may designate one (1)
or more committees, each consisting of one or more directors, to serve at the
pleasure of the board of directors. The board of directors may designate one (1)
or more directors as alternate members of any committee, who may replace any
absent member at any meeting of the committee. Any committee, to the extent
provided in the resolution of the board, shall have all the authority of the
board, but no such committee shall have the power or authority to (i) approve or
adopt or recommend to the stockholders any action or matter that requires the
approval of the stockholders or (ii) adopt, amend or repeal any Bylaw of the
corporation.

     4.2  Meetings and Action of Committees. Meetings and actions of committees
shall be governed by, and held and taken in accordance with, the provisions of
Article III of these Bylaws, Section 3.6 (place of meetings), Section 3.7
(regular meetings), Section 3.8 (special meetings and notice), Section 3.9
(quorum), Section 3.10 (waiver of notice), Section 3.11 (adjournment), Section
3.12 (notice of adjournment), and Section 3.13 (action without meeting), with
such changes in the context of those Bylaws as are necessary to substitute the
committee and its members for the board of directors and its members; provided,
however, that the time of regular meetings of committees may be determined
either by resolution of the board of directors or by resolution of the
committee, that special meetings of committees may also be called by resolution
of the board of directors, and that notice of special meetings of committees
shall also be given to all alternate members, who shall have the right to attend
all meetings of the committee. The board of directors may adopt rules for the
government of any committee not inconsistent with the provisions of these
Bylaws.

     4.3  Committee Minutes. Each committee shall keep regular minutes of its
meetings and report the same to the board of directors when required.

     4.4  Executive Committee. In the event that the board of directors appoints
an executive committee, such executive committee, in all cases in which specific
directions to the contrary shall not have been given by the board of directors,
shall have and may exercise, during the intervals between the meetings of the
board of directors, all the powers and authority of the board of directors in
the management of the business and affairs of the corporation (except as
provided in Section 4.1 hereof) in such manner as the executive committee may
deem in the best interests of the corporation.


                                      -9-



<PAGE>

                                    ARTICLE V

                                    OFFICERS

     5.1  Officers. The officers of this corporation shall consist of a
president, one or more vice presidents, a secretary and a chief financial
officer who shall be chosen by the Board of Directors and such other officers,
including but not limited to a chairman of the board, a vice chairman of the
board, a chairman of the executive committee and a treasurer as the board of
directors shall deem expedient, who shall be chosen in such manner and hold
their offices for such terms as the board of directors may prescribe. Any two or
more of such offices may be held by the same person. The board of directors may
designate one or more vice presidents as executive vice presidents or senior
vice presidents. Either the chairman of the board, the vice chairman of the
board, the chairman of the executive committee, or the president, as the board
of directors may designate from time to time, shall be the chief executive
officer of the corporation. The board of directors may from time to time
designate the president or any executive vice president as the chief operating
officer of the corporation. Any vice president, treasurer or assistant
treasurer, or assistant secretary respectively may exercise any of the powers of
the president, the chief financial officer, or the secretary, respectively, as
directed by the board of directors and shall perform such other duties as are
imposed upon such officer by the Bylaws or the board of directors.

     5.2  Election of Officers. In addition to officers elected by the board of
directors in accordance with Sections 5.1 and 5.3, the corporation may have one
or more appointed vice presidents. Such vice presidents may be appointed by the
chairman of the board or the president and shall have such duties as may be
established by the chairman or president. Vice presidents appointed pursuant to
this Section 5.2 may be removed in accordance with Section 5.4.

     5.3  Terms of Office and Compensation. The term of office and salary of
each of said officers and the manner and time of the payment of such salaries
shall be fixed and determined by the board of directors and may be altered by
said board from time to time at its pleasure, subject to the rights, if any, of
said officers under any contract of employment.

     5.4  Removal; Resignation of Officers and Vacancies. Any officer of the
corporation may be removed at the pleasure of the board of directors at any
meeting or, except in the case of an officer chosen by the board of directors,
at the pleasure of any officer who may be granted such power by a resolution of
the board of directors. Any officer may resign at any time upon written notice
to the corporation without prejudice to the rights, if any, of the corporation
under any contract to which the officer is a party. If any vacancy occurs in any
office of the corporation, the board of directors may elect a successor to fill
such vacancy for the remainder of the unexpired term and until a successor is
duly chosen and qualified.

     5.5  Chairman of the Board. The chairman of the board, if such an officer
be elected, shall have general supervision, direction and control of the
corporation's business and its officers, and, if present, preside at meetings of
the stockholders and the board of directors and exercise and perform such other
powers and duties as may from time to time be assigned to him by the board of
directors or as may be prescribed by these Bylaws. The chairman of the board
shall report to the board of directors.

     5.6  Vice Chairman of the Board. The vice chairman of the board of
directors, if there shall be one, shall, in the case of the absence, disability
or death of the chairman, exercise all the powers and perform all the duties of
the chairman of the board. The vice chairman shall have such other powers and
perform such other duties as may be granted or prescribed by the board of
directors.

     5.7  Chairman of Executive Committee. The chairman of the executive
committee, if there be one, shall have the power to call meetings of the board
of directors to be held subject to the limitations prescribed by law or by these
Bylaws, at such times and at such places as the chairman of the executive


                                      -10-


<PAGE>

committee shall deem proper. The chairman of the executive committee shall have
such other powers and be subject to such other duties as the board of directors
may from time to time prescribe.

     5.8  President. The powers and duties of the president are:

     (a)  To call meetings of the board of directors to be held, subject to the
          limitations prescribed by law or by these Bylaws, at such times and at
          such places as the president shall deem proper.

     (b)  To affix the signature of the corporation to all deeds, conveyances,
          mortgages, leases, obligations, bonds, certificates and other papers
          and instruments in writing which have been authorized by the board of
          directors or which, in the judgment of the president, should be
          executed on behalf of the corporation, and to sign certificates for
          shares of stock of the corporation.

     (c)  To have such other powers and be subject to such other duties as the
          board of directors may from time to time prescribe.

     5.9  Vice Presidents. In case of the absence, disability or death of the
president, the elected vice president, or one of the elected vice presidents,
shall exercise all the powers and perform all the duties of the president. If
there is more than one elected vice president, the order in which the elected
vice presidents shall succeed to the powers and duties of the president shall be
as fixed by the board of directors. The elected vice president or elected vice
presidents shall have such other powers and perform such other duties as may be
granted or prescribed by the board of directors.

     Vice presidents appointed pursuant to Section 5.2 shall have such powers
and duties as may be fixed by the chairman or president, except that such
appointed vice presidents may not exercise the powers and duties of the
president.

     5.10 Secretary. The powers and duties of the secretary are:

     (a)  To keep a book of minutes at the principal office of the corporation,
          or such other place as the board of directors may order, of all
          meetings of its directors and stockholders with the time and place of
          holding, whether regular or special, and, if special, how authorized,
          the notice thereof given, the names of those present at directors'
          meetings, the number of shares present or represented at stockholders'
          meetings and the proceedings thereof.

     (b)  To keep the seal of the corporation and affix the same to all
          instruments which may require it.

     (c)  To keep or cause to be kept at the principal office of the
          corporation, or at the office of the transfer agent or agents, a share
          register, or duplicate share registers, showing the names of the
          stockholders and their addresses, the number of and classes of shares,
          and the number and date of cancellation of every certificate
          surrendered for cancellation.

     (d)  To keep a supply of certificates for shares of the corporation, to
          fill in all certificates issued, and to make a proper record of each
          such issuance; provided, that so long as the corporation shall have
          one or more duly appointed and acting transfer agents of the shares,
          or any class or series of shares, of the corporation, such duties with
          respect to such shares shall be performed by such transfer agent or
          transfer agents.

     (e)  To transfer upon the share books of the corporation any and all shares
          of the corporation; provided, that so long as the corporation shall
          have one or more duly appointed and acting transfer agents of the
          shares, or any class or series of shares, of the corporation, such
          duties with respect to such shares shall be performed by such transfer
          agent or transfer agents, and


                                      -11-


<PAGE>

          the method of transfer of each certificate shall be subject to the
          reasonable regulations of the transfer agent to which the certificate
          is presented for transfer, and also, if the corporation then has one
          or more duly appointed and acting registrars, to the reasonable
          regulations of the registrar to which the new certificate is presented
          for registration; and provided, further that no certificate for shares
          of stock shall be issued or delivered or, if issued or delivered,
          shall have any validity whatsoever until and unless it has been signed
          or authenticated in the manner provided in Section 8.5 hereof.

     (f)  To make service and publication of all notices that may be necessary
          or proper, and without command or direction from anyone. In case of
          the absence, disability, refusal, or neglect of the secretary to make
          service or publication of any notices, then such notices may be served
          and/or published by the president or a vice president, or by any
          person thereunto authorized by either of them or by the board of
          directors or by the holders of a majority of the outstanding shares of
          the corporation.

     (g)  Generally to do and perform all such duties as pertain to the office
          of secretary and as may be required by the board of directors.

     5.11 Chief Financial Officer. The powers and duties of the chief financial
officer are:

     (a)  To supervise the corporate-wide treasury functions and financial
          reporting to external bodies.

     (b)  To have the custody of all funds, securities, evidence of indebtedness
          and other valuable documents of the corporation and, at the chief
          financial officer's discretion, to cause any or all thereof to be
          deposited for account of the corporation at such depositary as may be
          designated from time to time by the board of directors.

     (c)  To receive or cause to be received, and to give or cause to be given,
          receipts and acquittances for monies paid in for the account of the
          corporation.

     (d)  To disburse, or cause to be disbursed, all funds of the corporation as
          may be directed by the board of directors, taking proper vouchers for
          such disbursements.

     (e)  To render to the president and to the board of directors, whenever
          they may require, accounts of all transactions and of the financial
          condition of the corporation.

     (f)  Generally to do and perform all such duties as pertain to the office
          of chief financial officer and as may be required by the board of
          directors.


                                   ARTICLE VI

                INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES
                                AND OTHER AGENTS

     6.1  Indemnification of Directors and Officers. The corporation shall, to
the maximum extent and in the manner permitted by the General Corporation Law of
Delaware, indemnify each of its directors and officers against expenses
(including attorneys' fees), judgments, fines, settlements and other amounts
actually and reasonably incurred in connection with any proceeding, arising by
reason of the fact that such person is or was an agent of the corporation;
provided, however, that the corporation may modify the extent of such
indemnification by individual contracts with its directors and executive
officers and, provided, further, that the corporation shall not be required to
indemnify any director or officer in connection with any proceeding (or part
thereof) initiated by such person unless (i) such indemnification is expressly
required to be made by law,


                                      -12-


<PAGE>

(ii) the proceeding was authorized in advance by the board of directors of the
corporation, (iii) such indemnification is provided by the corporation, in its
sole discretion, pursuant to the powers vested in the corporation under the
General Corporation Law of Delaware or (iv) such indemnification is required to
be made pursuant to an individual contract. For purposes of this Section 6.1, a
"director" or "officer" of the corporation includes any person (i) who is or was
a director or officer of the corporation, (ii) who is or was serving at the
request of the corporation as a director or officer of another corporation,
partnership, joint venture, trust or other enterprise, or (iii) who was a
director or officer of a corporation which was a predecessor corporation of the
corporation or of another enterprise at the request of such predecessor
corporation.

     6.2  Indemnification of Others. The corporation shall have the power, to
the maximum extent and in the manner permitted by the General Corporation Law of
Delaware, to indemnify each of its employees and agents (other than directors
and officers) against expenses (including attorneys' fees), judgments, fines,
settlements and other amounts actually and reasonably incurred in connection
with any proceeding, arising by reason of the fact that such person is or was an
agent of the corporation. For purposes of this Section 6.2, an "employee" or
"agent" of the corporation (other than a director or officer) includes any
person (i) who is or was an employee or agent of the corporation, (ii) who is or
was serving at the request of the corporation as an employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, or (iii) who
was an employee or agent of a corporation which was a predecessor corporation of
the corporation or of another enterprise at the request of such predecessor
corporation.

     6.3  Insurance. The corporation may purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him or
her and incurred by him or her in any such capacity, or arising out of his or
her status as such, whether or not the corporation would have the power to
indemnify him or her against such liability under the provisions of the General
Corporation Law of Delaware.

     6.4  Expenses. The corporation shall advance to 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, by reason of the fact that he or she is or was a director or
officer of the corporation, or is or was serving at the request of the
corporation as a director or officer of another corporation, partnership, joint
venture, trust or other enterprise, prior to the final disposition of the
proceeding, promptly following request therefor, all expenses incurred by any
director or officer in connection with such proceeding, upon receipt of an
undertaking by or on behalf of such person to repay said amounts if it should be
determined ultimately that such person is not entitled to be indemnified under
this Bylaw or otherwise; provided, however, that the corporation shall not be
required to advance expenses to any director or officer in connection with any
proceeding (or part thereof) initiated by such person unless the proceeding was
authorized in advance by the board of directors of the corporation.

     Notwithstanding the foregoing, unless otherwise determined pursuant to
Section 6.5, no advance shall be made by the corporation to an officer of the
corporation (except by reason of the fact that such officer is or was a director
of the corporation in which event this paragraph shall not apply) in any action,
suit or proceeding, whether civil, criminal, administrative or investigative, if
a determination is reasonably and promptly made (i) by the board of directors by
a majority vote of a quorum consisting of directors who were not parties to the
proceeding, or (ii) if such quorum is not obtainable, or, even if obtainable, a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion, that the facts known to the decision-making party at the time
such determination is made demonstrate clearly and convincingly that such person
acted in bad faith or in a manner that such person did not believe to be in or
not opposed to the best interests of the corporation.

     6.5  Non-Exclusivity of Rights. The rights conferred on any person by this
Bylaw shall not be exclusive of any other right which such person may have or
hereafter acquire under any statute, provision of the Certificate of
Incorporation, Bylaws, agreement, vote of stockholders or disinterested
directors or


                                      -13-


<PAGE>

otherwise, both as to action in his official capacity and as to action in
another capacity while holding office. The corporation is specifically
authorized to enter into individual contracts with any or all of its directors,
officers, employees or agents respecting indemnification and advances, to the
fullest extent not prohibited by the General Corporation Law of Delaware.

     6.6  Survival of Rights. The rights conferred on any person by this Bylaw
shall continue as to a person who has ceased to be a director, officer, employee
or other agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.

     6.7  Amendments. Any repeal or modification of this Bylaw shall only be
prospective and shall not affect the rights under this Bylaw in effect at the
time of the alleged occurrence of any action or omission to act that is the
cause of any proceeding against any agent of the corporation.

                                   ARTICLE VII

                               RECORDS AND REPORTS

     7.1  Maintenance and Inspection of Records. The corporation shall, either
at its principal executive office or at such place or places as designated by
the board of directors, keep a record of its stockholders listing their names
and addresses and the number and class of shares held by each stockholder, a
copy of these Bylaws as amended to date, accounting books and other records.

     Any stockholder of record, in person or by attorney or other agent, shall,
upon written demand under oath stating the purpose thereof, have the right
during the usual hours for business to inspect for any proper purpose the
corporation's stock ledger, a list of its stockholders, and its other books and
records and to make copies or extracts therefrom. A proper purpose shall mean a
purpose reasonably related to such person's interest as a stockholder. In every
instance where an attorney or other agent is the person who seeks the right to
inspection, the demand under oath shall be accompanied by a power of attorney or
such other writing that authorizes the attorney or other agent to so act on
behalf of the stockholder. The demand under oath shall be directed to the
corporation at its registered office in Delaware or at its principal place of
business.

     7.2  Inspection by Director. Any director shall have the right to examine
the corporation's stock ledger, a list of its stockholders and its other books
and records for a purpose reasonably related to his or her position as a
director. The Court of Chancery is hereby vested with the exclusive jurisdiction
to determine whether a director is entitled to the inspection sought. The Court
may summarily order the corporation to permit the director to inspect any and
all books and records, the stock ledger, and the stock list and to make copies
or extracts therefrom. The Court may, in its discretion, prescribe any
limitations or conditions with reference to the inspection, or award such other
and further relief as the Court may deem just and proper.

     7.3  Representation of Shares of Other Corporations. The president or any
other officer of this corporation authorized by the board of directors 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 herein granted 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.


                                      -14-



<PAGE>

                                  ARTICLE VIII

                                 GENERAL MATTERS

     8.1  Record Date for Purposes Other than Notice and Voting. For purposes of
determining 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 other lawful action, the board of
directors may fix, in advance, a record date, which shall not be more than sixty
(60) days before any such action. In that case, only stockholders of record at
the close of business on the date so fixed are entitled to receive the dividend,
distribution or allotment of rights, or to exercise such rights, as the case may
be, notwithstanding any transfer of any shares on the books of the corporation
after the record date so fixed, except as otherwise provided in the Certificate
of Incorporation, by these Bylaws, by agreement or by law.

     If the board of directors does not so fix a record date, then the record
date for determining stockholders for any such purpose shall be at the close of
business on the day on which the board adopts the applicable resolution or the
sixtieth (60th) day before the date of that action, whichever is later.

     8.2  Checks; Drafts; Evidences of Indebtedness. From time to time, the
board of directors shall determine by resolution which person or persons may
sign or endorse all checks, drafts, other orders for payment of money, notes or
other evidences of indebtedness that are issued in the name of or payable to the
corporation, and only the persons so authorized shall sign or endorse those
instruments.

     8.3  Corporate Contracts and Instruments; How Executed. The board of
directors, except as otherwise provided in these Bylaws, may authorize any
officer or officers, or agent or agents, to enter into any contract or execute
any instrument in the name of and on behalf of the corporation; such authority
may be general or confined to specific instances. Unless so authorized or
ratified by the board of directors or within the agency power of an officer, no
officer, agent or employee shall have any power or authority to bind the
corporation by any contract or engagement or to pledge its credit or to render
it liable for any purpose or for any amount.

     8.4  Fiscal Year. The fiscal year of this corporation shall begin on the
first day of November of each year and end on the last day of October of the
following year.

     8.5  Stock Certificates. There shall be issued to each holder of fully paid
shares of the capital stock of the corporation a certificate or certificates for
such shares. Every holder of shares of the corporation shall be entitled to have
a certificate signed by, or in the name of the corporation by, the chairman or
vice chairman of the board of directors, or the president or a vice president,
and by the treasurer or an assistant treasurer, or the secretary or an assistant
secretary of such corporation representing the number of shares registered in
certificate form. Any or all of the signatures on the certificate may be a
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate has 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 he or she were such
officer, transfer agent or registrar at the date of issue.

     8.6  Special Designation on Certificates. If the corporation is authorized
to issue more than one class of stock or more than one series of any class, then
the powers, the designations, the preferences, and the relative, participating,
optional or other special rights of each class of stock or series thereof and
the qualifications, limitations or restrictions of such preferences and/or
rights shall be set forth in full or summarized on the face or back of the
certificate that the corporation shall issue to represent such class or series
of stock; provided, however, that, except as otherwise provided in Section 202
of the General Corporation Law of Delaware, in lieu of the foregoing
requirements there may be set forth on the face or back of the certificate that
the corporation shall issue to represent such class or series of stock a
statement that the corporation will furnish without charge to each stockholder
who so requests the powers, the designations, the


                                      -15-


<PAGE>

preferences, and the relative, participating, optional or other special rights
of each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights.

     8.7  Lost Certificates. The corporation may issue a new share certificate
or new certificate for any other security in the place of any certificate
theretofore issued by it, alleged to have been lost, stolen or destroyed, and
the corporation may require the owner of the lost, stolen or destroyed
certificate or the owner's legal representative to give the corporation a bond
(or other adequate security) sufficient to indemnify it against any claim that
may be made against it (including any expense or liability) on account of the
alleged loss, theft or destruction of any such certificate or the issuance of
such new certificate. The board of directors may adopt such other provisions and
restrictions with reference to lost certificates, not inconsistent with
applicable law, as it shall in its discretion deem appropriate.

     8.8  Construction; Definitions. Unless the context requires otherwise, the
general provisions, rules of construction, and definitions in the General
Corporation Law of Delaware shall govern the construction of these Bylaws.
Without limiting the generality of this provision, the singular number includes
the plural, the plural number includes the singular, and the term "person"
includes both a corporation and a natural person.

     8.9  Provisions Additional to Provisions of Law. All restrictions,
limitations, requirements and other provisions of these Bylaws shall be
construed, insofar as possible, as supplemental and additional to all provisions
of law applicable to the subject matter thereof and shall be fully complied with
in addition to the said provisions of law unless such compliance shall be
illegal.

     8.10 Provisions Contrary to Provisions of Law. Any article, section,
subsection, subdivision, sentence, clause or phrase of these Bylaws which upon
being construed in the manner provided in Section 8.9 hereof, shall be contrary
to or inconsistent with any applicable provisions of law, shall not apply so
long as said provisions of law shall remain in effect, but such result shall not
affect the validity or applicability of any other portions of these Bylaws, it
being hereby declared that these Bylaws would have been adopted and each
article, section, subsection, subdivision, sentence, clause or phrase thereof,
irrespective of the fact that any one or more articles, sections, subsections,
subdivisions, sentences, clauses or phrases is or are illegal.

     8.11 Notices. Any reference in these Bylaws to the time a notice is given
or sent means, unless otherwise expressly provided, the time a written notice by
mail is deposited in the United States mails, postage prepaid; or the time any
other written notice is personally delivered to the recipient or is delivered to
a common carrier for transmission, or actually transmitted by the person giving
the notice by electronic means, to the recipient; or the time any oral notice is
communicated, in person or by telephone or wireless, to the recipient or to a
person at the office of the recipient who the person giving the notice has
reason to believe will promptly communicate it to the recipient.


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<PAGE>

                                   ARTICLE IX

                                   AMENDMENTS

     Subject to Section 6.7 hereof, the original or other bylaws of the
corporation may be adopted, amended or repealed (1) at any annual or special
meeting of stockholders, by the affirmative vote of the holders of a majority of
the voting power of the stock issued and outstanding and entitled to vote
thereat, provided, however, that any proposed alteration or repeal of, or the
adoption of any By-Law inconsistent with, Section 2.2, 2.3, 2.5 or 2.11 of
Article II of the By-Laws or with Section 3.2, 3.3, 3.4 or 3.5 of Article III of
the By-Laws or this sentence, by the stockholders shall require the affirmative
vote of the holders of at least 80% of the voting power of all Voting Stock then
outstanding, voting together as a single class; and, provided, further, however,
that in the case of any such stockholder action at a special meeting of
stockholders, notice of the proposed alteration, repeal or adoption of the new
By-Law or By-Laws must be contained in the notice of such special meeting, or
(2) by the affirmative vote of a majority of the Board of Directors. The fact
that the power to amend these By-Laws has been so conferred upon the directors
shall not divest the stockholders of the power, nor limit their power to adopt,
amend or repeal bylaws.

     Whenever an amendment or new bylaw is adopted, it shall be copied in the
book of bylaws with the original bylaws, in the appropriate place. If any bylaw
is repealed, the fact of repeal with the date of the meeting at which the repeal
was enacted or the filing of the operative written consent(s) shall be stated in
said book.


                                      -17-