Exhibit 3.2  BYLAWS  OF  STANLEY, INC.  AMENDED AND RESTATED AS OF OCTOBER
23, 2006  ARTICLE I  Offices  SECTION 1.01. Registered
Office.  The registered office of
Stanley, Inc. (hereinafter the Corporation) in the State of
Delaware shall be in the City of Wilmington, County of New Castle, and the
resident agent in charge thereof shall be Corporation Service Company, or such
other office or agent as the Board of Directors of the Corporation (the Board)
shall from time to time select.  SECTION 1.02. Other
Offices.  The Corporation may also
have an office or offices, and keep the books and records of the Corporation,
except as may otherwise be required by law, at such other place or places,
either within or without the State of Delaware, as the Board may from time to
time determine or the business of the Corporation may require.  ARTICLE II  Meetings of Stockholders  SECTION 2.01. Place
of Meetings.  The meetings of the
stockholders shall be held at such time and place, either within or without the
State of Delaware, as shall from time to time be fixed by the Board.  The Board may, in its sole discretion,
determine that the meeting shall not be held at any place, but may instead be
held solely by means of remote communication as authorized by Section 211(a)(2) of
the General Corporation Law of the State of Delaware (the DGCL) (or any
successor provision thereto).  Any
previously scheduled meeting of the stockholders may be postponed by action of
the Board taken prior to the time previously scheduled for such meeting of
stockholders.  SECTION 2.02. Annual
Meetings.  The annual meeting of the
stockholders for the election of directors and for the transaction of such
other business as may properly come before the meeting shall be held on such
date and at such hour as shall from time to time be fixed by the Board.  SECTION 2.03. Special
Meetings.  Except as otherwise
required by law or by the Restated Certificate of Incorporation of the
Corporation (the Certificate) and subject to the rights of the holders of any
series of Preferred Stock, special meetings of


the stockholders for any purpose or purposes may be called only (i) upon
the request of the majority of the Board or (ii) upon request of the Chief
Executive Officer or the President.  SECTION 2.04. Notice
of Meetings.  Except as otherwise
provided by law or by the Certificate, notice of each meeting of the
stockholders, whether annual or special, shall be given not less than 10 nor
more than 60 days before the date of the meeting to each stockholder of record
entitled to notice of the meeting.  If
mailed, such notice shall be deemed given when deposited in the United States
mail, postage prepaid, directed to the stockholder at such stockholders
address as it appears on the records of the Corporation.  Each such notice shall state the place, if
any, date and hour of the meeting, the means of remote communications, if any,
by which stockholders and proxy holders may be deemed to be present in person
and vote at such meeting, and, in the case of a special meeting, the purpose or
purposes for which the meeting is called. 
Notice of any meeting of stockholders shall not be required to be given
to any stockholder who shall attend such meeting in person or by proxy without
protesting, prior to or at the commencement of the meeting, the lack of proper
notice to such stockholder, or who shall waive notice thereof as provided in Article VII
of these Amended and Restated Bylaws. 
Notice of adjournment of a meeting of stockholders need not be given if
the time, place, if any, and the means of remote communications, if any, by
which stockholders and proxy holders may be deemed to be present in person and
vote at such adjourned meeting, to which it is adjourned are announced at such
meeting, unless the adjournment is for more than 30 days or, after
adjournment, a new record date is fixed for the adjourned meeting.  SECTION 2.05. Quorum.  Except as otherwise provided by law or by the
Certificate, the holders of a majority of the votes entitled to be cast by the
stockholders entitled to vote generally, present in person or by proxy, shall
constitute a quorum at any meeting of the stockholders; provided, however,
that in the case of any vote to be taken by classes or series, the holders of a
majority of the votes entitled to be cast by the stockholders of a particular
class or series, present in person or by proxy, shall constitute a quorum of
such class.  SECTION 2.06. Adjournments.  The chairman of the meeting or the holders of
a majority of the votes entitled to be cast by the stockholders who are present
in person or by proxy may adjourn the meeting from time to time whether or not
a quorum is present.  In the event that a
quorum does not exist with respect to any vote to be taken by a particular
class or series, the chairman of the meeting or the holders of a majority of
the votes entitled to be cast by the stockholders of such class or series who
are present in person or by proxy may adjourn the meeting with respect to the
vote(s) to be taken by such class or series.  At any such adjourned meeting at which a
quorum may be present, any business may be transacted which might have been
transacted at the meeting as originally called. If the adjournment is for more
than thirty (30) days, or if after adjournment a new record date is fixed for
the adjourned meeting, notice of the adjourned meeting shall be given to each
stockholder of records entitled to vote at the meeting.  2


SECTION 2.07. Order
of Business.  At any annual meeting
of stockholders, only such business shall be conducted as shall have been (a) brought
before the annual meeting by or at the direction of the Board, or (b) specified
in the notice of meeting (or any supplement thereto) given by or at the
direction of the Board (or any duly authorized committee thereof), or (c) by
any stockholder who is a holder of record at the time of the giving of the
notice provided for in this Section 2.07, who is entitled to vote at the
meeting and who complies with the procedures set forth in this Section 2.07.  At any special meeting of stockholders, only
such business shall be conducted as shall have been brought before the special
meeting specified in the notice of meeting (or any supplement thereto) given by
or at the direction of the Board.  At each meeting of the
stockholders, the Chairman of the Board or, in the absence of the Chairman of
the Board, the Chief Executive Officer or, in the absence of the Chairman of
the Board and the Chief Executive Officer, either the President or such person
as shall be selected by the Board shall act as chairman of the meeting.  The order of business at each such meeting
shall be as determined by the chairman of the meeting.  The chairman of the meeting shall have the
right and authority to prescribe such rules, regulations and procedures and to
do all such acts and things as are necessary or desirable for the proper
conduct of the meeting including the establishment of procedures for the
maintenance of order and safety, limitations on the time allotted to questions
or comments on the affairs of the Corporation, restrictions on entry to such
meeting after the time prescribed for the commencement thereof and the opening
and closing of the voting polls.  For business properly to be
brought before an annual meeting by a stockholder, the stockholder must have
given timely notice thereof in proper written form to the Secretary.  To be timely, a stockholders notice must be
delivered to or mailed and received at the principal executive offices of the Corporation
not less than 90 days nor more than 120 days prior to the first
anniversary of the date of the immediately preceding annual meeting; provided,
however, that in the event that the date of the annual meeting is more than
30 days earlier or more than 60 days later than such anniversary
date, notice by the stockholder to be timely must be so delivered or received
not earlier than the 120th day prior to such annual meeting and not later
than the close of business on the later of the 90th day prior to such
annual meeting and the 10th day following the day on which public
announcement of the date of such meeting is first made.  To be in proper written form, a stockholders
notice to the Secretary shall set forth in writing 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 annual
meeting and the reasons for conducting such business at the annual meeting; (b) the
name and address, as they appear on the Corporations books, of the stockholder
proposing such business; (c) the class and number of shares of the
Corporation which are beneficially owned by the stockholder; (d) any
material interest of the stockholder in such business; and (e) if the
stockholder intends to solicit proxies in support of such stockholders
proposal, a representation to that effect. 
The foregoing notice requirements shall be deemed satisfied by a
stockholder if the stockholder has notified the Corporation of his or her
intention to present a proposal at an annual meeting and such stockholders
proposal has been included in a proxy statement that has been prepared by
management of the Corporation  3


to solicit proxies for such
annual meeting.  If a stockholder who
otherwise has given proper notice of a proposal does not appear or send a
qualified representative to present such proposal at such annual meeting or is
no longer a holder of record on the date of such meeting, the Corporation need
not present such proposal for a vote at such meeting, notwithstanding that
proxies in respect of such vote may have been received by the Corporation.  Notwithstanding anything in these Amended and
Restated Bylaws to the contrary, no business shall be conducted at any annual
meeting except in accordance with the procedures set forth in this Section 2.07.  The chairman of an annual meeting may refuse
to permit any business to be brought before an annual meeting which fails to
comply with the foregoing procedures or, in the case of a stockholder proposal,
if the stockholder solicits proxies in support of such stockholders proposal
without having made the representation required by clause (e) of the
fourth preceding sentence.  The term
public announcement shall mean disclosure (i) in a press release reported
by the Dow Jones News Service, Reuters Information Service or any similar or
successor news wire service or (ii) in a communication distributed
generally to stockholders and in a document publicly filed by the Corporation
with the Securities and Exchange Commission pursuant to Section 13, 14 or
15(d) of the Securities Exchange Act of 1934, as amended, or any successor
provisions thereto.  SECTION 2.08. List
of Stockholders.  It shall be the
duty of the Secretary or other officer who has charge of the stock ledger to
prepare and make, at least 10 days before each meeting of the
stockholders, a complete list of the stockholders entitled to vote thereat,
arranged in alphabetical order, and showing the address of each stockholder and
the number of shares registered in such stockholders name.  Such list shall be produced and kept
available at the times and places required by law.  SECTION 2.09. Voting.  Except as otherwise provided by law or by the
Certificate, each stockholder of record of any series of Preferred Stock shall
be entitled at each meeting of stockholders to such number of votes, if any,
for each share of such stock, as may be fixed in the Certificate or in the
resolution or resolutions adopted by the Board providing for the issuance of
such stock, and each stockholder of record of Common Stock shall be entitled at
each meeting of stockholders to one vote for each share of such stock, in each
case, registered in such stockholders name on the books of the Corporation:  (a)on the date fixed pursuant to Section 6.06
of these Amended and Restated Bylaws as the record date for the determination
of stockholders entitled to notice of and to vote at such meeting; or  (b)if no such record date shall have been so
fixed, then at the close of business on the day next preceding the day on which
notice of such meeting is given, or, if notice is waived, at the close of
business on the day next preceding the day on which the meeting is held.  Each stockholder entitled to
vote at any meeting of stockholders may do so in person or by proxy appointed
by such stockholder or by such stockholders attorney thereto authorized.  Any such proxy shall be delivered to the
secretary of such meeting at  4


or prior to the time
designated for holding such meeting, but in any event not later than the time
designated in the order of business for so delivering such proxies.  No such proxy shall be voted or acted upon
after three years from its date, unless the proxy provides for a longer period.  At each meeting of the
stockholders, all corporate actions to be taken by vote of the stockholders
(except as otherwise required by law and except as otherwise provided for or
fixed by or pursuant to the Certificate or these Amended and Restated Bylaws)
shall be authorized by a majority of the votes cast by the stockholders
entitled to vote thereon who are present in person or represented by proxy, and
where a separate vote by class or series is required, a majority of the votes
cast by the stockholders of such class or series who are present in person or
represented by proxy shall be the act of such class or series.  Unless required by law or
determined by the chairman of the meeting to be advisable, the vote on any
matter, including the election of directors, need not be by written ballot.  SECTION 2.10. Inspectors.  The Board shall, in advance of any meeting of
stockholders, appoint one or more inspectors to act at the meeting of
stockholders and make a written report thereof. 
Such inspectors shall perform such duties as shall be required by law or
specified by the chairman of the meeting. 
Inspectors need not be stockholders. 
No director or nominee for the office of director shall be appointed
such inspector.  ARTICLE III  Board of Directors  SECTION 3.01. General
Powers.  The business and affairs of
the Corporation shall be managed by or under the direction of the Board, except
as otherwise provided by law or by the Certificate.  If any such provision is made in the
Certificate, the powers and duties imposed upon the Board by law shall be
exercised or performed to such extent and by such person or persons as shall be
provided in the Certificate.  SECTION 3.02. Number,
Qualification and Election.  Except
as otherwise provided for or fixed by or pursuant to the provisions of Article IV
of the Certificate relating to the rights of the holders of any series of
Preferred Stock, the number of directors shall be not less than the minimum
number permitted under the General Corporation Law of the State of Delaware,
the exact number of directors to be determined from time to time by resolution
adopted by a majority of the entire Board.  The directors, other than
those who may be elected by the holders of shares of any series of Preferred
Stock or pursuant to any resolution or resolutions providing for the issuance
of such stock adopted by the Board, shall be elected by the stockholders
entitled to vote thereon at each annual meeting of the stockholders by a
plurality of those stockholders voting thereon.  5


SECTION 3.03. Notification
of Nominations.  Subject to the
rights of the holders of any series of Preferred Stock, nominations for the
election of directors may be made by the Board or by any stockholder who is a
stockholder of record at the time of the giving of notice of nomination
provided for in this Section 3.03 and who is entitled to vote for the
election of directors.  Any stockholder
of record entitled to vote for the election of directors at a meeting may
nominate persons for election as directors only if timely written notice of
such stockholders intent to make such nomination is given, either by personal
delivery or by United States mail, postage prepaid, to the Secretary.  To be timely, a stockholders notice must be
delivered to or mailed and received at the principal executive offices of the
Corporation with respect to an election to be held at an annual meeting of
stockholders, not less than 90 nor more than 120 days prior to the first
anniversary of the date of the immediately preceding annual meeting; provided,
however, that in the event that the date of the annual meeting is more than
30 days earlier or more than 60 days later than such anniversary
date, notice by the stockholder to be timely must be so delivered or received
not earlier than the 120th day prior to such annual meeting and not later
than the close of business on the later of the 90th day prior to such
annual meeting and the 10th day following the day on which public
announcement of the date of such meeting is first made.  Each such notice shall set forth:  (a) the
name and address of the stockholder who intends to make the nomination and of
the person or persons to be nominated; (b) a representation that the
stockholder is a holder of record of stock of the Corporation entitled to vote
at such meeting and intends to appear in person or by proxy at the meeting to
nominate the person or persons specified in the notice; (c) a description
of all arrangements or understandings between the stockholder and each nominee
and any other person or persons (naming such person or persons) pursuant to
which the nomination or nominations are to be made by the stockholder; (d) such
other information regarding each nominee proposed by such stockholder as would
have been required to be included in a proxy statement filed pursuant to the
proxy rules of the Securities and Exchange Commission had each nominee
been nominated, or intended to be nominated, by the Board; (e) the consent
of each nominee to serve as a director if so elected; and (f) if the
stockholder intends to solicit proxies in support of such stockholders
nominee(s), a representation to that effect. 
The chairman of the meeting may refuse to acknowledge the nomination of
any person not made in compliance with the foregoing procedure or if the
stockholder solicits proxies in favor of such stockholders nominee(s) without
having made the representation required by clause (f) of the
immediately preceding sentence.  Only
such persons who are nominated in accordance with the procedures set forth in
this Section 3.03 shall be eligible to serve as directors of the
Corporation.  Notwithstanding anything in
the immediately preceding paragraph of this Section 3.03 to the contrary,
in the event that the number of directors to be elected to the Board at an
annual meeting of stockholders is increased and there is no public announcement
naming all of the nominees for directors or specifying the size of the
increased Board made by the Corporation at least 90 days prior to the
first anniversary of the date of the immediately preceding annual meeting, a
stockholders notice required by this Section 3.03 shall also be
considered timely, but only with respect to nominees for any new positions
created by such increase, if it shall be delivered to or mailed to and received
by the Secretary at the principal executive offices of the Corporation not
later  6


than the close of business
on the 10th day following the day on which such public announcement is
first made by the Corporation.  SECTION 3.04. Quorum
and Manner of Acting.  Except as
otherwise provided by law, the Certificate or these Amended and Restated
Bylaws, a majority of the Whole Board (as defined below) shall constitute a
quorum for the transaction of business at any meeting of the Board, and, except
as so provided, the vote of a majority of the directors present at any meeting
at which a quorum is present shall be the act of the Board.  The chairman of the meeting or a majority of
the directors present may adjourn the meeting to another time and place whether
or not a quorum is present.  At any
adjourned meeting at which a quorum is present, any business may be transacted
which might have been transacted at the meeting as originally called.  The term Whole Board shall mean the total
number of authorized directors, whether or not there exist any vacancies or
unfilled previously authorized directorships.  SECTION 3.05. Place
of Meeting.  Subject to
Sections 3.06 and 3.07, the Board may hold its meetings at such place or
places within or without the State of Delaware as the Board may from time to
time determine or as shall be specified or fixed in the respective notices or
waivers of notice thereof.  SECTION 3.06. Special
Meetings.  Special meetings of the
Board shall be held whenever called by the Chairman of the Board, the President
or by a majority of the directors, and shall be held at such place, on such date
and at such time as he or they, as applicable, shall fix.  SECTION 3.07. Notice
of Meetings.  Notice of regular
meetings of the Board or of any adjourned meeting thereof need not be
given.  Notice of each special meeting of
the Board shall be given by overnight delivery service or mailed to each
director, in either case addressed to such director at such directors
residence or usual place of business, at least three days before the day on
which the meeting is to be held or shall be sent to such director at such place
by telecopy or by electronic transmission or be given personally or by
telephone, not later than two days before the meeting is to be held, but notice
need not be given to any director who shall, either before or after the
meeting, submit a signed waiver of such notice or who shall attend such meeting
without protesting, prior to or at its commencement, the lack of notice to such
director.  Every such notice shall state
the time and place but need not state the purpose of the meeting.  SECTION 3.08. Rules and
Regulations.  The Board may adopt
such rules and regulations not inconsistent with the provisions of law,
the Certificate or these Amended and Restated Bylaws for the conduct of its
meetings and management of the affairs of the Corporation as the Board may deem
proper.  SECTION 3.09. Participation
in Meeting by Means of Communications Equipment.  Any one or more members of the Board or any
committee thereof may participate in any meeting of the Board or of any such
committee by means of conference telephone or similar communications equipment
by means of which all persons  7


participating in the meeting can hear each other or as otherwise
permitted by law, and such participation in a meeting shall constitute presence
in person at such meeting.  SECTION 3.10. Action
Without Meeting.  Any action required
or permitted to be taken at any meeting of the Board or any committee thereof
may be taken without a meeting if all of the members of the Board or of any
such committee, as the case may be, consent thereto in writing, by electronic
transmission or transmissions, or as otherwise permitted by law and, if
required by law, the writing or writings or electronic transmission or
transmissions are filed with the minutes of proceedings of the Board or of such
committee.  Such filing shall be in paper
form if the minutes are maintained in paper form and shall be in electronic
form if the minutes are maintained in electronic form.  SECTION 3.11. Resignations.  Any director may resign at any time by giving
written notice to the Board, the Chairman of the Board, the President or the
Secretary.  Such resignation shall take
effect at the time specified therein or, if the time is not specified therein,
upon receipt thereof, and unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective.  SECTION 3.12. Vacancies.  Subject to the rights of the holders of any
series of Preferred Stock, any vacancies on the Board resulting from death,
resignation, removal or other cause shall only be filled by the Board, and not
by the stockholders, by the affirmative vote of a majority of the remaining
directors then in office, even though less than a quorum of the Board, or by a sole
remaining director, and newly created directorships resulting from any increase
in the number of directors shall only be filled by the Board.  Any director elected in accordance with the
preceding sentence of this Section 3.12 shall hold office until the next
annual meeting of stockholders and until such directors successor shall have
been elected and qualified.  SECTION 3.13. Compensation.  Each director, in consideration of such
person serving as a director, shall be entitled to receive from the Corporation
such amount per annum and such fees (payable in cash or stock) for attendance
at meetings of the Board or of committees of the Board, or both, as the Board
shall from time to time determine.  In
addition, each director shall be entitled to receive from the Corporation
reimbursement for the reasonable expenses incurred by such person in connection
with the performance of such persons duties as a director.  Nothing contained in this Section 3.13
shall preclude any director from serving the Corporation or any of its
subsidiaries in any other capacity and receiving proper compensation therefor.  SECTION 3.14. Establishment
of Committees of the Board of Directors. 
The Board may from time to time by resolution create committees of
directors, officers, employees or other persons, with such functions, duties
and powers as the Board shall by resolution prescribe.  A majority of all the members of any such
committee may determine its actions and rules or procedures, and fix the
time, place and manner of its meetings, unless the Board shall otherwise
provide.  The Board shall have power to
change the members of any such committee at any time, to fill vacancies, and to
discharge any such committee, either with or without cause, at any time.  8


ARTICLE IV  Officers  SECTION 4.01. Number;
Term of Office; Salary.  The officers
of the Corporation shall be elected by the Board and shall consist of a
President, a Secretary and a Treasurer. 
In addition, the Board may elect a Chairman of the Board, Chief
Executive Officer, Chief Technical Officer, Chief Financial Officer, one or
more Vice Presidents and such other officers or agents with such titles and
such duties as the Board may from time to time determine, each to have such
authority, functions or duties as provided in these Amended and Restated Bylaws
or as the Board may from time to time determine, and each to hold office for
such term as may be prescribed by the Board and until such persons successor
shall have been chosen and qualified, or until such persons death or
resignation, or until such persons removal in the manner hereinafter
provided.  One person may hold the
offices and perform the duties of any two or more officers.  The Board may require any officer or agent to
give security for the faithful performance of such persons duties.  The salaries of the officers shall be fixed
from time to time in the manner prescribed by the Board.  SECTION 4.02. Removal.  Any officer may be removed, either with or
without cause, by the Board at any meeting thereof called for such purpose or,
except in the case of any officer elected by the Board, by any superior officer
upon whom such power may be conferred by the Board.  SECTION 4.03. Resignation.  Any officer may resign at any time by giving
notice to the Board, the President or the Secretary.  Any such resignation shall take effect at the
date of receipt of such notice or at any later date specified therein, and
unless otherwise specified therein, the acceptance of such resignation shall
not be necessary to make it effective.  SECTION 4.04. Chairman
of the Board.  The Chairman of the
Board, if one is elected, may be an officer of the Corporation, subject to the
control of the Board, and shall report directly to the Board.  The Chairman of the Board shall discharge
those responsibilities as shall be determined by the Board, with the assistance
of the officers reporting directly to the Chairman of the Board.  SECTION 4.05. Chief
Executive Officer.  The Chief
Executive Officer, if one is elected, shall have supervisory authority over the
business, affairs and property of the Corporation, subject to the control of
the Board.  The Chief Executive Officer
shall have all authority incident to the office of Chief Executive Officer,
shall have such other authority and perform such other duties as may from time
to time be assigned by the Board and shall report directly to the Board.  If so elected by the Board, the President may
be the Chief Executive Officer.  SECTION 4.06. President.  The President shall have general supervision
and direction of the business and affairs of the Corporation, subject to the
control of the Board, and shall report directly to the Chief Executive
Officer.  The President shall, if  9


present and in the absence of the Chairman of the Board and the Chief
Executive Officer, preside at meetings of the stockholders and of the Board.  SECTION 4.07. Vice
President.  Any Vice President shall
have such powers and duties as shall be prescribed by his superior officer or
the Board.  A Vice President shall, when
requested, counsel with and advise the other officers of the Corporation and
shall perform such other duties as he may agree with the Chief Executive Officer
or the President or as the Board may from time to time determine.  A Vice President need not be an officer of
the Corporation.  SECTION 4.08.   Chief Financial Officer.  The Chief Financial Officer shall be the
principal financial officer of the Company and shall perform all the powers and
duties of the office of the chief financial officer and in general have overall
supervision of the financial operations of the Corporation.  The Chief Financial Officer shall, when
requested, counsel with and advise the other officers of the Corporation and
shall perform such other duties as he may agree with the Chief Executive
Officer or the President or as the Board may from time to time determine.  SECTION 4.09. Treasurer.  The Treasurer shall supervise and be
responsible for all the funds and securities of the Corporation; the deposit of
all moneys and other valuables to the credit of the Corporation in depositories
of the Corporation; borrowings and compliance with the provisions of all
indentures, agreements and instruments governing such borrowings to which the
Corporation is a party; the disbursement of funds of the Corporation and the
investment of its funds; and in general shall perform all of the duties
incident to the office of the Treasurer. 
The Treasurer shall, when requested, counsel with and advise the other
officers of the Corporation and shall perform such other duties as he may agree
with the Chief Executive Officer or the President or as the Board may from time
to time determine.  SECTION 4.10. Corporate
Controller.  The Corporate Controller
shall be the principal accounting officer of the Corporation.  The Corporate Controller shall, when
requested, counsel with and advise the other officers of the Corporation and
shall perform such other duties as he may agree with the Chief Financial
Officer or Chief Executive Officer or as the Board may from time to time
determine.  SECTION 4.11. Secretary.  It shall be the duty of the Secretary to act
as secretary at all meetings of the Board, of the committees of the Board and
of the stockholders and to record the proceedings of such meetings in a book or
books to be kept for that purpose; the Secretary shall see that all notices
required to be given by the Corporation are duly given and served; the
Secretary shall be custodian of the seal of the Corporation and shall affix the
seal or cause it to be affixed to all certificates of stock of the Corporation
(unless the seal of the Corporation on such certificates shall be a facsimile,
as hereinafter provided) and to all documents, the execution of which on behalf
of the Corporation under its seal is duly authorized in accordance with the
provisions of these Bylaws; the Secretary shall have charge of the books,
records and papers of the Corporation and shall see that the reports,
statements and other documents required by law to be kept and filed are
properly kept and filed; and in general shall perform all of the  10


duties incident to the office of Secretary.  The Secretary shall, when requested, counsel with
and advise the other officers of the Corporation and shall perform such other
duties as he may agree with the Chief Executive Officer or the President or as
the Board may from time to time determine.  SECTION 4.12. Assistant
Treasurers and Assistant Secretaries. 
Any Assistant Treasurers and Assistant Secretaries shall perform such
duties as shall be assigned to them by the Board.  Any Assistant Treasurer or Assistant
Secretary shall perform such duties as shall be assigned to them by the
Treasurer or Secretary, respectively, or by the Chief Executive Officer or
President.  ARTICLE V  Indemnification  SECTION 5.01. Directors
Indemnification.  Each 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 (including the heirs, executors, administrators or estate of such
person) shall be indemnified and held harmless by the Corporation to the
fullest extent permitted or authorized by the General Corporation Law of the
State of Delaware against all expenses (including attorneys fees), liability
and loss reasonably incurred or suffered by such indemnitee in connection
therewith; provided, however, that the Corporation shall not be obligated to
indemnify any director, officer, employee or agent of the Corporation
(including the heirs, executors, administrators or estate of such person) in
connection with any civil or criminal action, suit or proceeding (any of the
foregoing, a Proceeding) (or part thereof) initiated by such person (other
than Proceedings to enforce indemnification or expense reimbursement or
advancement rights hereunder) unless such Proceeding (or part thereof) was
authorized or consented to by the Board. 
The corporation may, but shall not be obligated to, maintain insurance,
at its expense, for its benefit in respect of such indemnification and that of
any such person whether or not the corporation would otherwise have the power
to indemnify such person.  Expenses incurred by a
person who is or was a director, officer, employee or agent of the Corporation
or who 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 in defending a Proceeding shall be paid by the
Corporation in advance of the final disposition of such Proceeding upon receipt
by the corporation of an undertaking by or on behalf of such person to repay
such amount if it shall ultimately be determined that he is not entitled to be
indemnified by the Corporation under this Article.  If a claim for indemnification under this Section 5.01
after the final disposition of the Proceeding is not paid in full within 90
calendar days after a written claim therefor has been received by the
Corporation or if a claim for payment of expenses under this Section 5.01
is not paid in full within 20 calendar days after a written claim therefor has
been received by the Corporation, the claimant may file suit to recover the
unpaid amount  11


of such
claim and, if successful in whole or in part, shall be entitled to be paid the
expense of prosecuting such claim.  In
any such action, the Corporation shall have the burden of proving that the
claimant was not entitled to the requested indemnification or payment of
expenses under applicable law.  The rights conferred on any
person by this Section 5.01 shall not be exclusive of any other rights
which such person may have or hereafter acquire under any statute, the Restated
Certificate of Incorporation, these By-laws, agreement, vote of stockholders or
resolution of disinterested directors or otherwise.  The Corporations obligation, if any, to
indemnify any person that was or is serving at its request as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust, enterprise or nonprofit entity shall be reduced by any amount such
person may collect as indemnification from such other corporation, partnership,
joint venture, trust, enterprise or nonprofit entity, as applicable.  Any amendment, modification
or repeal of the foregoing provisions of this Section 5.01 shall not
adversely affect any right or protection hereunder of any person in respect of
any act or omission occurring prior to the time of such amendment, modification
or repeal.  SECTION 5.02. Survival
of Indemnification and Advancement of Expenses.  The indemnification and advancement of
expenses provided by or granted pursuant to this Article V shall continue
as to a person who has ceased to be a director, officer, employee or agent of
the Corporation or other person indemnified hereunder and shall inure to the
benefit of the successors, assigns, heirs, executors and administrators of such
person.  ARTICLE VI  Capital Stock  SECTION 6.01. Certificates
for Shares.  The shares of stock of
the Corporation shall be represented by certificates, or shall be uncertificated
shares that may be evidenced by a book-entry system maintained by the registrar
of such stock, or a combination of both. 
To the extent that shares are represented by certificates, such
certificates shall be in such form as shall be approved by the Board.  The certificates representing shares of stock
of each class shall be signed by or in the name of the Corporation by the
Chairman of the Board, or the President or a Vice President and the Treasurer,
or the Secretary or any Assistant Secretary. 
Any or all such signatures may be facsimiles if countersigned by a
transfer agent or registrar.  Although
any officer, transfer agent or registrar whose manual or facsimile signature is
affixed to such a certificate ceases to be such officer, transfer agent or registrar
before such certificate has been issued, it may nevertheless be issued by the
Corporation with the same effect as if such officer, transfer agent or
registrar held such position at the date of its issue.  12


The stock ledger and blank
share certificates shall be kept by the Secretary or by a transfer agent or by
a registrar or by any other officer or agent designated by the Board.  SECTION 6.02. Transfer
of Shares.  Transfers of shares of
stock of each class of the Corporation shall be made only on the books of the
Corporation upon authorization by the registered holder thereof, or by such
holders attorney thereunto authorized by a power of attorney duly executed and
filed with the Secretary or a transfer agent for such stock, if any, and if
such shares are represented by a certificate, upon surrender of the certificate
or certificates for such shares properly endorsed or accompanied by a duly
executed stock transfer power (or by proper evidence of succession, assignment
or authority to transfer) and the payment of any taxes thereon; provided,
however, that the Corporation shall be entitled to recognize and enforce any
lawful restriction on transfer.  The
person in whose name shares are registered on the books of the Corporation
shall be deemed the owner thereof for all purposes as regards the Corporation;
provided, further, that whenever any transfer of shares shall be made for
collateral security and not absolutely, and written notice thereof shall be
given to the Secretary or to such transfer agent, such fact shall be stated in
the entry of the transfer.  No transfer
of shares shall be valid as against the Corporation, its stockholders or
creditors for any purpose, except to render the transferee liable for the debts
of the Corporation to the extent provided by law, until it shall have been
entered in the stock records of the Corporation by an entry showing from and to
whom transferred.  SECTION 6.03. Registered
Stockholders and Addresses of Stockholders. 
The Corporation shall be entitled to recognize the exclusive right of a
person registered on its records as the owner of shares of stock to receive
dividends and to vote as such owner, shall be entitled to hold liable for calls
and assessments a person registered on its records as the owner of shares of
stock, and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares of stock on the part of any other person,
whether or not it shall have express or other notice thereof, except as
otherwise provided by the laws of Delaware.  Each stockholder shall
designate to the Secretary or transfer agent of the Corporation an address at
which notices of meetings and all other corporate notices may be given to such
person, and, if any stockholder shall fail to designate such address, corporate
notices may be given to such person by mail directed to such person at such
persons post office address, if any, as the same appears on the stock record
books of the Corporation or at such persons last known post office address.  SECTION 6.04. Lost,
Destroyed and Mutilated Certificates. 
The holder of any certificate representing any shares of stock of the
Corporation shall immediately notify the Corporation of any loss, theft, destruction
or mutilation of such certificate; the Corporation may issue to such holder a
new certificate or certificates for shares, upon the surrender of the mutilated
certificate or, in the case of loss, theft or destruction of the certificate,
upon satisfactory proof of such loss, theft or destruction; the Board, or a
committee designated thereby, or the transfer agents and registrars for the
stock, may, in their discretion, require the owner of the lost, stolen or
destroyed certificate, or such  13


persons legal representative, to give the Corporation a bond in such
sum and with such surety or sureties as they may direct to indemnify the
Corporation and said transfer agents and registrars against any claim that may
be made on account of the alleged loss, theft or destruction of any such
certificate or the issuance of such new certificate.  SECTION 6.05. Regulations.  The Board may make such additional rules and
regulations as it may deem expedient concerning the issue, transfer and
registration of certificated or uncertificated shares of stock of each class of
the Corporation and may make such rules and take such action as it may
deem expedient concerning the issue of certificates in lieu of certificates
claimed to have been lost, destroyed, stolen or mutilated.  SECTION 6.06. Fixing
Date for Determination of Stockholders of Record.  In order that the Corporation may determine
the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or entitled to receive payment of any
dividend or other distribution or allotment or any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock
or for the purpose of any other lawful action, the Board may fix, in advance, a
record date, which shall not be more than 60 nor less than 10 days before
the date of such meeting, nor more than 60 days prior to any other
action.  A determination of stockholders
entitled to notice of or to vote at a meeting of the stockholders shall apply
to any adjournment of the meeting; provided, however, that the Board may fix a
new record date for the adjourned meeting.  SECTION 6.07. Transfer
Agents and Registrars.  The Board may
appoint, or authorize any officer or officers to appoint, one or more transfer
agents and one or more registrars.  ARTICLE VII  Miscellaneous  SECTION 7.01. Seal.
The Board shall provide a suitable corporate seal, which shall bear, but not be
limited to, the full name of the Corporation and shall be in the charge of the
Secretary.  The seal may be used by
causing it or a facsimile thereof to be impressed or affixed or in any other
manner reproduced.  SECTION 7.02. Fiscal
Year. The fiscal year of the Corporation shall be fixed by resolution by
the Board.  SECTION 7.03. Waiver
of Notice. Whenever any notice whatsoever is required to be given by these
Amended and Restated Bylaws, by the Certificate or by law, the person entitled
thereto may, either before or after the meeting or other matter in respect of
which such notice is to be given, waive such notice in writing or as otherwise
permitted by law, which shall be filed with or entered upon the records of the
meeting or the records kept with respect to such other matter, as the case may
be, and in such event such notice need not be given to such person and such
waiver shall be deemed equivalent to such notice.  14


SECTION 7.04. Amendments.  These Amended and Restated Bylaws may be
further altered, amended or repealed, in whole or in part, and new Bylaws may
be adopted by (a) the affirmative vote or consent of the holders of record
of outstanding shares representing at least a majority of the voting power of
all the shares of capital stock of the Corporation then entitled to vote
generally in the election of directors, voting together as a single class,
provided that notice of the proposed alteration, amendment or repeal or of the
proposed new Bylaw or Bylaws be included in the notice of any such meeting or
waiver thereof, or (b) by the affirmative vote of not less than a majority
of the Whole Board at any meeting of the Board, provided that notice of the
proposed alteration, amendment or repeal or of the proposed new Bylaw or Bylaws
be included in the notice of such meeting or waiver thereof.  The provisions of this Section 7.04 are
subject to any contrary provisions and any provisions requiring a greater vote
that are set forth in the Certificate or these Amended and Restated Bylaws.  SECTION 7.05. Execution
of Documents.  The Board or any
committee thereof shall designate the officers, employees and agents of the
Corporation who shall have power to execute and deliver deeds, contracts,
mortgages, bonds, debentures, notes, checks, drafts and other orders for the
payment of money and other documents for and in the name of the Corporation and
may authorize (including authority to redelegate) by written instrument to
other officers, employees or agents of the Corporation.  Such delegation may be by resolution or
otherwise and the authority granted shall be general or confined to specific
matters, all as the Board or any such committee may determine.  In the absence of such designation referred
to in the first sentence of this Section 7.05, the officers of the
Corporation shall have such power so referred to, to the extent incident to the
normal performance of their duties.  SECTION 7.06. Checks.  All checks, drafts and other orders for the
payment of money out of the funds of the Corporation, and all notes or other
evidences of indebtedness of the Corporation, shall be signed on behalf of the
Corporation in such manner as shall from time to time be determined by
resolution of the Board or of any committee thereof or by any officer of the
Corporation to whom power in respect of financial operations shall have been
delegated by the Board or any such committee thereof or as set forth in these
Amended and Restated Bylaws.  SECTION 7.07. Proxies
in Respect of Stock or Other Securities of Other Corporations.  The Board or any committee thereof shall
designate the officers of the Corporation who shall have authority from time to
time to appoint an agent or agents of the Corporation to exercise in the name
and on behalf of the Corporation the powers and rights which the Corporation
may have as the holder of stock or other securities in any other corporation or
other entity, and to vote or consent in respect of such stock or securities;
such designated officers may instruct the person or persons so appointed as to the
manner of exercising such powers and rights; and such designated officers may
execute or cause to be executed in the name and on behalf of the Corporation
and under its corporate seal, or otherwise, such written proxies, powers of
attorney or other instruments as they may deem necessary or proper in order
that the Corporation may exercise its said powers and rights.  15


SECTION 7.08. Dividends.  Dividends upon the capital stock of the
Corporation, subject to the requirements of the DGCL and the Certificate, if
any, may be declared by the Board at any regular or special meeting of the
Board (or any action by written consent in lieu thereof in accordance with
these Amended and Restated Bylaws), and may be paid in cash, in property or in
shares of the Corporations capital stock. 
Before any payment of any dividend, there may be set aside out of any
funds of the Corporation available for dividends such sum or sums as the Board
from time to time, in its absolute discretion, deems proper as a reserve or
reserves to meet contingencies, or for equalizing dividends, or for repairing
or maintaining any property of the Corporation, or for any proper purpose, and
the Board may modify or abolish any such reserve.  SECTION 7.09. Subject
to Law and Restated Certificate of Incorporation.  All powers,
duties and responsibilities provided for in these Amended and Restated Bylaws,
whether or not explicitly so qualified, are qualified by the provisions of the
Certificate and applicable laws.  16