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                                                                     EXHIBIT 3.2


                                     BY-LAWS
                          PENNZOIL-QUAKER STATE COMPANY

                      As Amended and Restated June 1, 2000


                                    ARTICLE 1

                             STOCKHOLDERS' MEETINGS

         Section 1. ANNUAL MEETING. The annual meeting of the stockholders shall
be held at 10:00 a.m., Houston time on the first Thursday in May in each year at
the principal office of the Corporation or at such other date, time or place as
may be designated by resolution of the Board of Directors.

         Section 2. SPECIAL MEETINGS. Subject to the provisions of the
Certificate of Incorporation (the "Certificate"), special meetings of the
stockholders may be called only by the Chairman of the Board of Directors, the
President, or by the Board of Directors pursuant to a resolution adopted by a
majority of the then-authorized number of directors.

         Section 3. NOTICE. Notice of all meetings of the stockholders shall be
given by mailing to each stockholder, at least ten days, or such greater number
of days as shall be required by law, before said meeting, at his last known
address, a written or printed notice fixing the time and place of such meeting.

         Section 4. QUORUM. The presence in person or by proxy of the holders of
a majority of the voting power of the then-outstanding shares of Voting Stock
(as defined in the Certificate) on the record date, as herein determined, shall
constitute a quorum at all meetings of stockholders for the transaction of any
business, but, in the absence of a quorum, the holders of a smaller number of
shares of Voting Stock may adjourn a meeting from time to time, without further
notice (unless otherwise required herein or by law), until a quorum is secured.
Unless otherwise provided in the Certificate, at each annual or special meeting
of stockholders, each stockholder shall be entitled to one vote, either in
person or by proxy, for each share of Common Stock registered in the
stockholder's name on the books of the Corporation on the record date for any
such meeting as determined herein.

         Section 5. ADJOURNMENT. Any meeting of stockholders, annual or special,
may adjourn from time to time to reconvene at the same or some other place, and,
unless otherwise required by law and subject to the provisions hereof, notice
need not be given of any such adjourned meeting if the time and place thereof
are announced at the meeting at which the adjournment is taken. At the adjourned
meeting the Corporation may transact any business that might have been
transacted at the original meeting. If the adjournment is for more than thirty
days, or if after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each stockholder of
record entitled to vote at the meeting.

         Section 6. PROCEDURES. Meetings of stockholders shall be presided over
by the Chairman of the Board or in his absence by the President, or in his
absence by a Vice President, or in the absence of the foregoing persons by a
chairman designated by the Board of Directors, or in the absence of such
designation by a chairman chosen at the meeting. The Secretary of the
Corporation shall act as secretary of the meeting, but in his absence the
chairman of the meeting may appoint any person to act as secretary of 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 a meeting shall be announced at
the meeting by the person presiding over the meeting. The Board of Directors of
the Corporation may adopt by resolution such rules and regulations for the
conduct of the meeting of stockholders as it shall deem appropriate. Except to
the extent inconsistent with such rules and regulations as adopted by the Board
of Directors, the chairman of any meeting of stockholders shall have the right
and authority to prescribe such rules, regulations and procedures and to do all
such acts as, in the judgment of such chairman, are appropriate for the proper
conduct of the meeting. Such rules, regulations or procedures, whether adopted
by the Board of Directors or prescribed by the chairman of the meeting, may
include, without limitation, the following: (i) the establishment of an agenda
or order of business for the meeting; (ii) rules and procedures for maintaining
order at the meeting and the safety of those present; (iii) limitations on
attendance at or participation in the meeting to stockholders of record of the
Corporation, their duly authorized and constituted proxies or such other persons
as the chairman of the meeting shall determine; (iv) restrictions on entry to
the meeting after the time fixed for the commencement thereof; and (v)
limitations on the time allotted to questions or comments by participants.
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 the rules of parliamentary procedure.

         Section 7. PROXIES; REQUIRED VOTE. Each stockholder entitled to vote at
a meeting of stockholders may authorize another person or persons to act for him
by proxy, but no such proxy shall be voted or acted upon after three 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. A stockholder may revoke any proxy which is not irrevocable
by attending the meeting and voting in person or




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by filing an instrument in writing revoking the proxy or another duly executed
proxy bearing a later date with the Secretary of the corporation. At all
meetings of stockholders for the election of directors, a plurality of the
voting power of the Voting Stock present at the meeting shall be sufficient to
elect. In the case of a matter submitted for action by the stockholders at the
direction of the Board of Directors as to which a stockholder approval
requirement is applicable under a rule or policy of a national stock exchange or
any provision of the Internal Revenue Code, in each case for which no higher
voting requirement is specified by law, the Certificate or these By-laws, the
vote required for approval shall be the requisite vote specified in such rule or
policy or Internal Revenue Code provision, as the case may be (or the highest
such requirement if more than one is applicable). For approval of the
appointment of independent public accountants (if submitted for a vote at the
direction of the Board of Directors), the vote required for approval shall be a
majority of the votes cast on the matter. All other elections and questions
shall, unless otherwise provided by law, the Certificate or these By-laws, be
decided by the vote of the holders of shares of stock having a majority of the
voting power of the then-outstanding shares of Voting Stock.

         Section 8. NOMINATIONS. Except for directors elected by the holders of
any series of Preferred Stock as provided for or fixed pursuant to the
provisions of Article V of the Certificate, or for directors otherwise elected
pursuant to the provisions of Section C of Section VI of the Certificate, only
individuals nominated for election to the Board of Directors pursuant to and in
accordance with the provision of this Section 8 may be elected to and may serve
upon the Board of Directors of the Corporation. Subject to the rights of holders
of any series of Preferred Stock of the Corporation to elect directors under
specified circumstances, nominations for the election of directors may be made
only (i) by or at the direction of the Board of Directors (or any duly
authorized committee thereof) or (ii) by any stockholder of record entitled to
vote in the election of directors generally who complies with the procedures set
forth in this Section 8. Subject to the foregoing, only a stockholder of record
entitled to vote in the election of directors generally may nominate persons for
election as a director at a meeting of stockholders and only if written notice
of such stockholder's intent to make a nomination or nominations has been given,
either by personal delivery or by United States mail, postage prepaid, to the
Secretary of the Corporation and has been received by the Secretary at the
principal executive offices of the Corporation, (i) with respect to an election
to be held at an annual meeting of stockholders not less than 90 days nor more
than 120 days prior to the anniversary date of the immediately preceding annual
meeting of stockholders; provided, however, that in the event that the annual
meeting is called for a date that is not within 30 days before or after such
anniversary date, notice by the stockholder, in order to be timely, must be so
received not later than the close of business on the tenth business day
following the day on which such notice of such meeting is first mailed by the
Corporation to stockholders or public disclosure of the date of the annual
meeting was made, whichever first occurs; and (ii) with respect to an election
to be held at a special meeting of stockholders for the election of directors,
the close of business on the tenth business day following the date on which
notice of such meeting is first mailed by the Corporation to stockholders or
public disclosure of the date and purpose of such special meeting was made,
whichever first occurs. In no event shall the public disclosure of an
adjournment or postponement of a meeting commence a new time period for the
giving of a stockholder's notice as described above.

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

         The chairman of the meeting shall, if the facts warrant, determine that
a nomination was not properly brought before the meeting in accordance with the
provisions hereof and, if he should so determine, he shall declare to the
meeting that such nomination was not properly brought before the meeting and
shall not be considered.

         Notwithstanding anything in the first paragraph of this Section 8 to
the contrary, in the event that the number of directors to be elected to the
Board of Directors of the Corporation is increased and there is no public
disclosure by the Corporation 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 Section 8 shall also be considered timely, but only with
respect to nominees for any new positions created by such

June 1, 2000                     page 2 of 9
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increase, if it shall be delivered to the Secretary at the principal executive
offices of the Corporation not later than the close of business on the tenth
business day following the day on which such public disclosure is first made by
the Corporation.

         Nothing in this Section 8 shall be interpreted or construed to require
the inclusion of information about any such nominee in any proxy statement
distributed by, at the direction of, or on behalf of the Board or the
Corporation.

         For purposes of this Section 8 and Section 9 of these By-laws, "public
disclosure" shall mean disclosure in a press release reported by the Dow Jones
News Service, Associated Press, PR Newswire, Bloomberg or comparable national
news service or in a document publicly filed by the Corporation with the
Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the
Exchange Act.

         Section 9. PROPER BUSINESS. At a meeting of the stockholders, only such
business shall be conducted as shall be a proper subject for the meeting and
shall have been properly brought before the meeting. To be properly brought
before a meeting, business must (a) be specified in the notice of meeting (or
any supplement thereto) given by or at the direction of the Board of Directors
(or any duly authorized committee thereof), (b) otherwise be properly brought
before the meeting by or at the direction of the Board of Directors (or any duly
authorized committee thereof), or (c) otherwise (i) be properly requested to be
brought before the meeting by a stockholder of record entitled to vote in the
election of directors generally, in compliance with the provisions of this
Section 9; and (ii) constitute a proper subject to be brought before such
meeting. For business to be properly brought before a meeting of stockholders,
any stockholder who intends to bring any matter (other than the election of
directors) before a meeting of stockholders and is entitled to vote on such
matter must deliver written notice of such stockholder's intent to bring such
matter before the meeting of stockholders, either by personal delivery or by
United States mail, postage prepaid, to the Secretary of the Corporation. Such
notice must be received by the Secretary, with respect to an annual meeting of
stockholders, not less than 90 days nor more than 120 days prior to the
anniversary date of the immediately preceding annual meeting of shareholders;
provided, however, that in the event that the annual meeting is called for a
date that is not within 30 days before or after such anniversary date, notice by
the stockholder, in order to be timely, must be so received not later than the
close of business on the tenth business day following the day on which such
notice of such meeting is first mailed by the Corporation to stockholders or
public disclosure (as defined in Section 8) of the date of the annual meeting
was made, whichever first occurs. In no event shall the public disclosure of an
adjournment of a meeting commence a new time period for the giving of a
stockholder's notice as described above.

         To be in proper written form, a stockholder's notice to the Secretary
shall set forth as to each matter the stockholder proposes to bring before the
meeting of stockholders (a) a brief description of the business desired to be
brought before the meeting and the reasons for conducting such business at the
meeting (which, in case the proposal is for any alteration, amendment,
rescission or repeal of these By-laws, shall include the text of the resolution
which will be proposed to implement the same), (b) the name and record address
of the stockholder proposing such business, (c) the number of shares of each
class or series of capital stock of the Corporation that are owned beneficially
or of record by such stockholder, (d) a description of all arrangements or
understandings between such stockholder and any other person or persons
(including their names) in connection with the proposal of such business by such
stockholder and any material interest of such stockholder in such business and
(e) a representation that such stockholder intends to appear in person or by
proxy at the annual meeting to bring such business before the meeting. No
business shall be conducted at a meeting of stockholders except in accordance
with the procedures set forth in this Section 9.

         The chairman of a meeting shall, if the facts warrant, determine that
(i) the business proposed to be brought before a meeting is not a proper subject
therefor and/or (ii) such business was not properly brought before the meeting
in accordance with the provisions hereof and, if he should so determine, he
shall declare to the meeting that (i) the business proposed to be brought before
a meeting is not a proper subject therefor and/or (ii) such business was not
properly brought before the meeting and shall not be transacted.

         Nothing in this Section 9 shall be interpreted or construed to require
the inclusion of information about any such proposal in any proxy statement
distributed by, at the direction of, or on behalf of the Board or the
Corporation.

         Section 10. STOCKHOLDER LIST. The Secretary shall cause to be prepared
and made, at least ten days before every meeting of stockholders, a complete
list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to the
meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof and may be inspected by any stockholder who is present.

         Section 11. PROPER BUSINESS - SPECIAL MEETING. At any special meeting
of stockholders, only such business shall be conducted as shall have been stated
in the notice of such meeting.

June 1, 2000                     page 3 of 9
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         Section 12. INSPECTORS OF ELECTION. The Corporation shall, in advance
of any meeting of stockholders, appoint one or more inspectors of election, who
may be employees of the Corporation, to act at the meeting or any adjournment
thereof and to make a written report thereof. The Corporation may designate one
or more persons as alternate inspectors to replace any inspector who fails to
act. In the event that no inspector so appointed or designated is able to act at
a meeting of stockholders, the person presiding at the meeting shall appoint one
or more inspectors to act at the meeting. Each inspector, before entering upon
the discharge of his or her duties, shall take and sign an oath to execute
faithfully the duties of inspector with strict impartiality and according to the
best of his or her ability.

         The inspector or inspectors so appointed or designated shall (i)
ascertain the number of shares of capital stock of the Corporation outstanding
and the voting power of each such share, (ii) determine the shares of capital
stock of the Corporation represented at the meeting and the validity of proxies
and ballots, (iii) count all votes and ballots, (iv) determine and retain for a
reasonable period a record of the disposition of any challenges made to any
determination by the inspectors, and (v) certify their determination of the
number of shares of capital stock of the Corporation represented at the meeting
and such inspectors' count of all votes and ballots. Such certification and
report shall specify such other information as may be required by law. In
determining the validity and counting of proxies and ballots cast at any meeting
of stockholders of the Corporation, the inspectors may consider such information
as is permitted by applicable law. No person who is a candidate for an office at
an election may serve as an inspector at such election.


                                    ARTICLE 2

                                    DIRECTORS

         Section 1. MANAGEMENT. The affairs and business of the Corporation
shall be managed by or under the direction of the Board of Directors.

         Section 2. NUMBER. The authorized number of directors that shall
constitute the Board of Directors shall be fixed from time to time by or
pursuant to a resolution passed by a majority of the Board within the parameters
set by the Certificate.

         Section 3. QUALIFICATION. Except as provided in these By-laws or as
otherwise required by law, there shall be no qualifications for directors of the
Corporation.

         Section 4. MEETINGS. The Board of Directors shall meet at the principal
office of the Corporation or elsewhere in its discretion at such times to be
determined by a majority of its members, or at the call of the Chairman of the
Board or the President.

         Section 5. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called at any time by the Chairman of the Board or by the President, and
shall be called upon the written request of a majority of the then-authorized
number of directors.

         Section 6. QUORUM. Unless otherwise provided by law, a majority of the
directors elected and qualified shall be necessary to constitute a quorum for
the transaction of business at any meeting of the Board of Directors.

         Section 7. NOTICE. Written notice of any special meeting of the Board
of Directors, and of any change in the time or place of any regular meeting of
the Board of Directors, shall be given to each director addressed or directed to
him at his residence or usual place of business, by telegram, cablegram,
facsimile transmission or other means of electronic transmission, or shall be
given to him personally or by telephone, not later than the day before the day
on which the meeting is to be held. Such notice shall state the time and place
of such meeting, but need not state the purpose or purposes for which the
meeting is called, unless otherwise required by statute.

         Section 8. VACANCIES. Subject to the provisions of the Certificate,
newly created directorships resulting from any increase in the number of
directors and any vacancies on the Board resulting from death, resignation,
disqualification, removal or other cause shall be filled only by the affirmative
vote of a majority of the remaining directors then in office, even though less
than a quorum. Any director elected pursuant hereto shall hold office for the
remainder of the full term of the class of directors in which the new
directorship was created or in which the vacancy occurred, and until such
director's successor shall have been elected and qualified.

         Section 9. REMOVAL. The Board of Directors may at any time remove, with
or without cause, any member of any Committee appointed by it or any officer
elected by it and may appoint or elect his successor.

June 1, 2000                     page 4 of 9
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                                    ARTICLE 3

                      COMMITTEES OF THE BOARD OF DIRECTORS

         Section 1. EXECUTIVE COMMITTEE.

                  (A) COMPOSITION. The Executive Committee shall be composed of
         at least two members who shall be selected by the Board of Directors
         from its own members and who shall hold office at the pleasure of the
         Board.

                  (B) POWERS. The Executive Committee shall have and may
         exercise, to the fullest extent permitted by law, all the powers of the
         Board of Directors when it is not in session in the management of the
         business and affairs of the Corporation to transact all business for
         and on behalf of the Corporation that may be brought before it.

                  (C) MEETINGS. The Executive Committee shall meet at the
         principal office of the Corporation or elsewhere in its discretion at
         such times to be determined by a majority of its members. A majority of
         its members shall be necessary to constitute a quorum for the
         transaction of business. Special meetings of the Executive Committee
         may be held at any time when a quorum is present.

                  (D) MINUTES. Minutes of each meeting of the Executive
         Committee shall be kept and submitted to the Board of Directors at its
         next meeting.

         Section 2. OTHER COMMITTEES. The Board of Directors may, by resolutions
adopted by a majority of the entire Board, designate one or more of its members
to constitute any other committee or committees with such powers, duties,
responsibilities and term of existence as the Board of Directors shall
determine.

         Section 3. ABSENCE OR DISQUALIFICATION OF ANY MEMBER OF A COMMITTEE. In
the absence or disqualification of any member of any Committee created under
Article 3 of the By-laws of this Corporation, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any such absent or disqualified
member.


                                    ARTICLE 4

                                    OFFICERS

         Section 1. The officers of the Corporation shall consist of a Chairman
of the Board, President, Secretary, Treasurer and such Executive, Group, Senior
or other Vice Presidents, and other officers as may be elected or appointed by
the Board of Directors. Any number of offices may be held by the same person.
All officers shall hold office until their successors are elected or appointed,
except that the Board of Directors may remove any officer at any time at its
discretion.

         Section 2. The officers of the Corporation shall have such powers and
duties as generally pertain to their offices, except as modified herein or by
the Board of Directors, as well as such powers and duties as from time to time
may be conferred by the Board of Directors. The Chairman of the Board shall
preside at meetings of the Board, of the Executive Committee and of the
stockholders and shall have such other powers and duties as from time to time
may be conferred to such office by the Board of Directors. The President shall
be the chief executive officer of the Corporation and shall have general
supervision over the business, affairs, and property of the Corporation and
shall have such other powers and duties as from time to time may be conferred to
such office by the Board of Directors.


                                    ARTICLE 5

                          STOCK AND STOCK CERTIFICATES

         Section 1. TRANSFER. Shares of stock shall be transferable on the books
of the Corporation, and a transfer book shall be kept in which all transfers of
stock shall be recorded.

         Section 2. CERTIFICATES. Every holder of stock shall be entitled to
have a certificate signed by or in the name of the Corporation by the Chairman
of the Board, the President or a Vice President, and by the Treasurer or an
Assistant Treasurer or the Secretary or an Assistant Secretary, of the
Corporation. The corporate seal affixed thereto, and any of or all the
signatures on the certificate, may be a facsimile. In case any officer, transfer
agent, or registrar who


June 1, 2000                     page 5 of 9

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has signed or whose facsimile signature has been placed upon a certificate shall
have ceased to be such officer, transfer agent, or registrar before such
certificate is issued, it may be issued by the Corporation with the same effect
as if he were such officer, transfer agent, or registrar at the date of issue.

         Section 3. RECORD DATE. The Board of Directors is authorized to fix in
advance a record date for the determination of the stockholders entitled to
notice of and to vote at any meeting of stockholders and any adjournment, or
entitled to receive payment of any dividend, or to any allotment of, or to
exercise any rights in respect of any change, conversion or exchange of capital
stock, which record date shall not, unless otherwise required by law, be more
than 60 nor less than 10 days preceding the date of any meeting of stockholders
nor more than 60 days preceding the date for the payment of any dividend, or the
date for the allotment of rights, or the date when any change or conversion or
exchange of capital stock shall go into effect.


                                    ARTICLE 6

                                      SEAL

         The corporate seal of the Corporation shall be in such form as the
Board of Directors shall prescribe.


                                    ARTICLE 7

                                   FISCAL YEAR

         The fiscal year of the Corporation shall be the calendar year.


                                    ARTICLE 8

               COMPENSATION OF DIRECTORS AND MEMBERS OF COMMITTEES

         Directors of the Corporation, other than salaried officers of the
Corporation, shall be paid such reasonable fees for their services and for
attending meetings of the Board of Directors or committees thereof as the Board
of Directors may from time to time determine. Directors may be employed by the
Corporation for such special services as the Board of Directors may from time to
time determine and shall be paid for such special services so performed
reasonable compensation as may be determined by the Board of Directors.


                                    ARTICLE 9

                                 INDEMNIFICATION

         SECTION 1. The Corporation shall indemnify, and advance Expenses to,
each Indemnitee to the fullest extent permitted by applicable law in effect on
March 23, 1998, and to such greater extent as applicable law may thereafter
permit. The rights of an Indemnitee provided under the preceding sentence shall
include, but not be limited to, the right to be indemnified to the fullest
extent permitted by Section 145(b) of the Delaware General Corporation Law
("D.G.C.L.") in Proceedings by or in the right of the Corporation and to the
fullest extent permitted by Section 145(a) of the D.G.C.L. in all other
Proceedings.

         SECTION 2. If an Indemnitee is, by reason of his Corporate Status, a
witness in or a party to and is successful, on the merits or otherwise, in any
Proceeding, he shall be indemnified against all Expenses actually and reasonably
incurred by him or on his behalf in connection therewith. If an Indemnitee is
not wholly successful in such Proceeding but is successful, on the merits or
otherwise, as to any Matter in such Proceeding, the Corporation shall indemnify
such Indemnitee against all Expenses actually and reasonably incurred by him or
on his behalf relating to each Matter. The termination of any Matter in such a
Proceeding by dismissal, with or without prejudice, shall be deemed to be a
successful result as to such Matter.

         SECTION 3. An Indemnitee shall be advanced Expenses within 10 days
after requesting them to the fullest extent permitted by Section 145(e) of the
D.G.C.L.

         SECTION 4. To obtain indemnification an Indemnitee shall submit to the
Corporation a written request with such relevant information as is reasonably
available to Indemnitee. The Secretary of the Corporation shall promptly advise
the Board of Directors of such request.


June 1, 2000                     page 6 of 9
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         SECTION 5. If there has been no Change of Control at the time the
request for indemnification is sent, an Indemnitee's entitlement to
indemnification shall be determined in accordance with Section 145(d) of the
D.G.C.L. If entitlement to indemnification is to be determined by Independent
Counsel, the Corporation shall furnish notice to the Indemnitee within 10 days
after receipt of the request for indemnification, specifying the identity and
address of Independent Counsel. The Indemnitee may, within 14 days after receipt
of such written notice of selection, deliver to the Corporation a written
objection to such selection. Such objection may be asserted only on the ground
that the Independent Counsel so selected does not meet the requirements of the
definition of Independent Counsel and the objection shall set forth with
particularity the factual basis of such assertion. If there is an objection to
the selection of Independent Counsel, either the Corporation or the Indemnitee
may petition the Court of Chancery of the State of Delaware or any other court
of competent jurisdiction for a determination that the objection is without a
reasonable basis and/or for the appointment of Independent Counsel selected by
the Court.

         SECTION 6. If there has been a Change of Control at the time the
request for indemnification is sent, an Indemnitee's entitlement to
indemnification shall be determined in a written opinion by Independent Counsel
selected by the Indemnitee. The Indemnitee shall give the Corporation written
notice advising of the identity and address of the Independent Counsel so
selected. The Corporation may, within seven days after receipt of such written
notice of selection, deliver to the Indemnitee a written objection to such
selection. The Indemnitee may, within 5 days after the receipt of such objection
from the Corporation, submit the name of another Independent Counsel and the
Corporation may, within seven days after receipt of such written notice of
selection, deliver to the Indemnitee a written objection to such selection. Any
objection is subject to the limitations in Section 5. The Indemnitee may
petition the Court of Chancery of the State of Delaware or any other Court of
competent jurisdiction for a determination that the Corporation's objection to
the first and/or second selection of Independent Counsel is without a reasonable
basis and/or for the appointment as Independent Counsel of a person selected by
the Court.

         SECTION 7. If a Change of Control shall have occurred before the
request for indemnification is sent by the Indemnitee, the Indemnitee shall be
presumed (except as otherwise expressly provided in this Article) to be entitled
to indemnification upon submission of a request for indemnification in
accordance with Section 4 of this Article, and thereafter the Corporation shall
have the burden of proof to overcome the presumption in reaching a determination
contrary to the presumption. The presumption shall be used by Independent
Counsel as a basis for a determination of entitlement to indemnification unless
the Corporation provides information sufficient to overcome such presumption by
clear and convincing evidence or the investigation, review and analysis of
Independent Counsel convinces him by clear and convincing evidence that the
presumption should not apply.

         Except in the event that the determination of entitlement to
indemnification is to be made by Independent Counsel, if the person or persons
empowered under Section 5 or 6 of this Article to determine entitlement to
indemnification shall not have made and furnished to the Indemnitee in writing a
determination within 60 days after receipt by the Corporation of the request
therefor, the requisite determination of entitlement to indemnification shall be
deemed to have been made and the Indemnitee shall be entitled to such
indemnification unless the Indemnitee knowingly misrepresented a material fact
in connection with the request for indemnification or such indemnification is
prohibited by law. The termination of any Proceeding or of any Matter therein,
by judgment, order, settlement or conviction, or upon a plea of nolo contendere
or its equivalent, shall not (except as otherwise expressly provided in this
Article) of itself adversely affect the right of an Indemnitee to
indemnification or create a presumption that the Indemnitee did not act in good
faith and in a manner which he reasonably believed to be in or not opposed to
the best interests of the Corporation, or with respect to any criminal
Proceeding, that the Indemnitee had reasonable cause to believe that his conduct
was unlawful.

         SECTION 8. The Corporation shall pay any and all reasonable fees and
expenses of Independent Counsel incurred acting pursuant to this Article and in
any proceeding to which it is a party or witness in respect of its investigation
and written report and shall pay all reasonable fees and expenses incident to
the procedures in which such Independent Counsel was selected or appointed. No
Independent Counsel may serve if a timely objection has been made to his
selection until a Court has determined that such objection is without a
reasonable basis.

         SECTION 9. In the event that (i) a determination is made pursuant to
Section 5 or 6 that an Indemnitee is not entitled to indemnification under this
Article, (ii) advancement of Expenses is not timely made pursuant to Section 3
of this Article, (iii) Independent Counsel has not made and delivered a written
opinion determining the request for indemnification (a) within 90 days after
being appointed by the Court, or (b) within 90 days after objections to his
selection have been overruled by the Court, or (c) within 90 days after the time
for the Corporation or the Indemnitee to object to his selection, or (iv)
payment of indemnification is not made within five days after a determination of
entitlement to indemnification has been made or deemed to have been made
pursuant to Section 5, 6 or 7 of this Article, the Indemnitee shall be entitled
to an adjudication in an appropriate court of the State of Delaware, or in any
other court of competent jurisdiction, of his entitlement to such
indemnification or advancement of Expenses. In the event that a determination
shall have been made that the Indemnitee is not entitled to indemnification, any
judicial proceeding or arbitration commenced pursuant to this Section shall be
conducted in all respects as a de novo trial on the merits and the Indemnitee
shall not be prejudiced by reason of that adverse determination. If a Change of
Control shall have

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<PAGE>   8

occurred, in any judicial proceeding commenced pursuant to this Section, the
Corporation shall have the burden of proving that the Indemnitee is not entitled
to indemnification or advancement of Expenses, as the case may be. If a
determination shall have been made or deemed to have been made that the
Indemnitee is entitled to indemnification, the Corporation shall be bound by
such determination in any judicial proceeding commenced pursuant to this Section
9, or otherwise, unless the Indemnitee knowingly misrepresented a material fact
in connection with the request for indemnification, or such indemnification is
prohibited by law.

         The Corporation shall be precluded from asserting in any judicial
proceeding commenced pursuant to this Section 9 that the procedures and
presumptions of this Article are not valid, binding and enforceable and shall
stipulate in any such court that the Corporation is bound by all provisions of
this Article. In the event that an Indemnitee, pursuant to this Section 9, seeks
a judicial adjudication to enforce his rights under, or to recover damages for
breach of, this Article, the Indemnitee shall be entitled to recover from the
Corporation, and shall be indemnified by the Corporation against, any and all
Expenses actually and reasonably incurred by him in such judicial adjudication,
but only if he prevails therein. If it shall be determined in such judicial
adjudication that the Indemnitee is entitled to receive part but not all of the
indemnification or advancement of Expenses sought, the Expenses incurred by the
Indemnitee in connection with such judicial adjudication or arbitration shall be
appropriately prorated.

         SECTION 10. The rights of indemnification and to receive advancement of
Expenses as provided by this Article shall not be deemed exclusive of any other
rights to which an Indemnitee may at any time be entitled under applicable law,
the Certificate, these By-laws, any agreement, a vote of stockholders or a
resolution of directors, or otherwise. No amendment, alteration or repeal of
this Article or any provision thereof shall be effective as to any Indemnitee
for acts, events and circumstances that occurred, in whole or in part, before
such amendment, alteration or repeal. The provisions of this Article shall
continue as to an Indemnitee whose Corporate Status has ceased and shall inure
to the benefit of his heirs, executors and administrators.

         SECTION 11. If any provision or provisions of this Article shall be
held to be invalid, illegal or unenforceable for any reason whatsoever, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby; and, to the fullest extent possible,
the provisions of this Article shall be construed so as to give effect to the
intent manifested by the provision held invalid, illegal or unenforceable.

         SECTION 12. For purposes of this Article:

                  A "Change of Control", shall be deemed to have occurred if,
         after the Public Status Date, (1) there shall have occurred an event
         required to be reported in response to Item 6(e) of Schedule 14A of
         Regulation 14A (or in response to any similar item on any similar
         schedule or form) promulgated under the Exchange Act, whether or not
         the Corporation is then subject to such reporting requirement; (2) any
         "person" (as such term is used in Section 13(d) and 14(d) of the
         Exchange Act) shall have become the "beneficial owner" (as defined in
         Rule 13d-3 under the Exchange Act), directly or indirectly, of
         securities of the Corporation representing 40% or more of the combined
         voting power of the Corporation's then outstanding voting securities
         without prior approval of at least two-thirds of the members of the
         Board of Directors in office immediately prior to such person attaining
         such percentage interest; (3) the Corporation is a party to a merger,
         consolidation, sale of assets or other reorganization, or a proxy
         contest, as a consequence of which members of the Board of Directors in
         office immediately prior to such transaction or event constitute less
         than a majority of the Board of Directors thereafter; or (4) during any
         period of two consecutive years, individuals who at the beginning of
         such period constituted the Board of Directors (including for this
         purpose any new director whose election or nomination for election by
         the Corporation's stockholders was approved by a vote of at least
         two-thirds of the directors then still in office who were directors at
         the beginning of such period) cease for any reason to constitute at
         least a majority of the Board of Directors.

                  "Corporate Status" describes the status of a person who (a) is
         or was a director or officer of the Corporation, or is or was serving
         at the request of the Corporation as a director, officer or employee of
         another corporation, partnership, joint venture, trust or other
         enterprise, in each case which is controlled by the Corporation, or (b)
         is or was serving, at the written request of the Corporation or
         pursuant to an agreement in writing with the Corporation which request
         or agreement provides for indemnification under these By-laws, as a
         director, officer or employee of another corporation, partnership,
         joint venture, trust or other enterprise not controlled by the
         Corporation, provided that if such written request or agreement
         referred to in this clause (b) provides for a lesser degree of
         indemnification by the Corporation than that provided pursuant to this
         Article 9, the provisions contained in or made pursuant to such written
         request or agreement shall govern. References above to "other
         enterprises" shall include employee benefit plans and references to
         "serving at the request of the Corporation" shall include any service
         as a director, officer or employee which imposes duties on, or involves
         services by, such director, officer or employee with respect to an
         employee benefit plan or its participants or beneficiaries.


June 1, 2000                     page 8 of 9
<PAGE>   9

                  "Disinterested Director" means a director of the Corporation
         who is not and was not a party to the Proceeding in respect of which
         indemnification is sought by indemnitee.

                  "Expenses" shall include all reasonable attorneys' fees,
         retainers, court costs, transcript costs, fees of experts, witness
         fees, travel expenses, duplicating costs, printing and binding costs,
         telephone charges, postage, delivery service fees, and all other
         disbursements or expenses of the types customarily incurred in
         connection with prosecuting, defending, preparing to prosecute or
         defend, investigating, or being or preparing to be a witness in a
         Proceeding.

                  "Indemnitee" includes any person who is, or is threatened to
         be made, a witness in or a party to any Proceeding as described in
         Section 1 or 2 of this Article by reason of his Corporate Status.

                  "Independent Counsel" means a law firm, or member of a law
         firm, that is experienced in matters of corporation law and neither
         presently is, nor in the five years previous to his selection or
         appointment has been, retained to represent: (i) the Corporation or the
         relevant Indemnitee in any matter material to either such party, or
         (ii) any other party to the Proceeding giving rise to a claim for
         indemnification hereunder.

                  "Matter" is a claim, a material issue, or a substantial
         request for relief.

                  "Proceeding" includes any action, suit, arbitration, alternate
         dispute resolution mechanism, investigation, administrative hearing or
         any other proceeding whether civil, criminal, administrative or
         investigative, except one initiated by an Indemnitee (a) pursuant to
         Section 9 of this Article to enforce his rights under this Article or
         (b) otherwise than pursuant to clause (a) of this sentence and not
         authorized by the Board of Directors.

                  "Public Status Date" shall mean the first date on which the
         Corporation has outstanding a class of equity securities registered
         under Section 12 of the Exchange Act.

         SECTION 13. Any communication required or permitted to the Corporation
shall be addressed to the Secretary of the Corporation and any such
communication to Indemnitee shall be addressed to his home address unless he
specifies otherwise and shall be personally delivered or delivered by overnight
mail delivery.


                                   ARTICLE 10

                              AMENDMENTS TO BY-LAWS

         Subject to the provisions of the Certificate, and in addition to any
affirmative vote required by law, any alteration, amendment, repeal or
rescission (any "Change") of these By-laws occurring after the Public Status
Date (as defined in Section 12 of Article 9) must be approved either (i) by the
Board of Directors by the affirmative vote of at least a majority of the
then-authorized number of directors or (ii) by the stockholders by the
affirmative vote of the holders of at least 66% of the combined voting power of
the then-outstanding shares of Voting Stock, voting together as a single class.

         Subject to the foregoing, the Board of Directors of the Corporation is
expressly authorized to make, alter, amend, repeal or rescind the By-laws of the
Corporation.



June 1, 2000                     page 9 of 9