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                                                                     EXHIBIT 3.2

                           THIRD AMENDED AND RESTATED
                                     BYLAWS
                                       OF
                     WILSHIRE FINANCIAL SERVICES GROUP INC.

                                   ARTICLE I.

                        STOCKHOLDERS MEETINGS AND VOTING

      1.1.  Annual Meeting. The annual meeting of the stockholders shall be held
on the second Monday in April of each year at 10:00 a.m., unless a different
date or time is fixed by the Board of Directors and stated in the notice of the
meeting. Failure to hold an annual meeting on the stated date shall not affect
the validity of any corporate action.

      1.2.  Special Meetings. Special meetings of the stockholders, for any
purposes, unless otherwise prescribed by statute, may be called by (i) the Board
of Directors or (ii) by the Chairman of the Board upon the written demand of the
holders of not less than one-fourth of all the votes entitled to be cast on any
issue proposed to be considered at the meeting. The demand shall describe the
purposes for which the meeting is to be held and shall be signed, dated and
delivered to the Secretary.

      1.3.  Place of Meetings. Meetings of the stockholders shall be held at any
place in or out of Delaware designated by the Board of Directors. If a meeting
place is not designated by the Board of Directors, the meeting shall be held at
the Corporation's principal office.

      1.4.  Notice of Meetings. Written or printed notice stating the date, time
and place of the stockholders meeting and, in the case of a special meeting or a
meeting for which special notice is required by law, the purposes for which the
meeting is called, shall be delivered by the Corporation to each stockholder
entitled to vote at the meeting and, if required by law, to any other
stockholders entitled to receive notice, not earlier than 60 days nor less than
10 days before the meeting date. Notice shall be deemed given at the time it is
(a) personally delivered to the recipient, (b) deposited in the mail or
delivered to a common carrier or courier with regularly scheduled deliveries
with first-class postage or delivery charges prepaid, addressed to the
stockholder's address shown in the Corporation's stockholder records, or (c)
actually transmitted to the recipient using electronic means.

      1.5.  Waiver of Notice. A stockholder may at any time waive any notice
required by law, these Bylaws or the Certificate of Incorporation. The waiver
shall be in writing, be signed by the stockholder entitled to the notice and be
delivered to the Corporation for inclusion in the minutes for filing with the
corporate records. A stockholder's attendance at a meeting waives objection to
(i) lack of notice or defective notice of the meeting, unless the stockholder at
the

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beginning of the meeting objects to holding the meeting or transacting business
at the meeting, and (ii) consideration of a particular matter at the meeting
that is not within the purposes described in the meeting notice, unless the
stockholder objects to considering the matter when it is presented.

      1.6.  Fixing of Record Date. 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 to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of 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 of Directors may fix a record date, which record
date shall not precede the date upon which the resolution fixing the record date
is adopted by the Board of Directors and which record date: (1) in the case of
determination of stockholders entitled to vote at any meeting of stockholders or
adjournment thereof, shall, unless otherwise required by law, not be more than
sixty nor less than ten days before the date of such meeting; (2) in the case of
determination of stockholders entitled to express consent to corporate action in
writing without a meeting, shall not be more than ten days from the date upon
which the resolution fixing the record date is adopted by the Board of
Directors; and (3) in the case of any other action, shall not be more than sixty
days prior to such other action. If no record date is fixed: (1) the record date
for determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice 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; (2) the record date
for determining stockholders entitled to express consent to corporate action in
writing without a meeting when no prior action of the Board of Directors is
required by law, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
corporation in accordance with applicable law, or, if prior action by the Board
of Directors is required by law, shall be at the close of business on the day on
which the Board of Directors adopts the resolution taking such prior action; and
(3) the record date for determining stockholders for any other purpose shall be
at the close of business on the day on which the Board of Directors adopts the
resolution relating thereto. A determination of stockholders of record entitled
to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the Board of Directors may
fix a new record date for the adjourned meeting.

      1.7.  Stockholders List for Meeting. After a record date for a meeting is
fixed, the Corporation shall prepare an alphabetical list of all stockholders
entitled to notice of the stockholders meeting. The list shall be arranged by
voting group and, within each voting group, by class or series of shares, and it
shall show the address of and number of shares held by each stockholder. The
stockholders list shall be available for inspection by any stockholder, upon
proper demand as may be required by law, beginning two business days after
notice of the meeting is given and continuing through the meeting, at the
Corporation's principal office or at a place identified in the meeting notice in
the city where the meeting will be held. The Corporation shall make the
stockholders list available at the meeting, and any stockholder or the
stockholder's agent or attorney shall be entitled to inspect the list at any
time during the meeting or any adjournment. Refusal or failure to prepare or
make available the stockholders list does not affect the validity of action
taken at the meeting.

      1.8.  Quorum; Adjournment.

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            (1)   Shares entitled to vote as a separate voting group may take;
action on a matter at a meeting only if a quorum of those shares exists with
respect to that matter. A majority of the votes entitled to be cast on the
matter by the voting group constitutes a quorum of that voting group for action
on that matter.

            (2)   A majority of votes represented at the meeting, or the
Chairman of the Board on his own motion, in either case whether or not a quorum
exists, may adjourn the meeting from time to time to a different time and place
without further notice to any stockholder of any adjournment, except that notice
is required if a new record date is or must be set for the adjourned meeting. At
an adjourned meeting at which a quorum is present, any business may be
transacted that might have been transacted at the meeting originally held.

            (3)   Once a share is represented for any purpose at a meeting, it
shall be present for quorum purposes for the remainder of the meeting and for
any adjournment of that meeting unless a new record date is or must be set for
the adjourned meeting. A new record date must be set if the meeting is adjourned
to a date more than 30 days after the date fixed for the original meeting.

      1.9.  Voting Requirements; Action Without Meeting.

            (1)   If a quorum exists, action on a matter, other than the
election of directors, by a voting group is approved if the votes cast within
the voting group favoring the action exceed the votes cast opposing the action
unless a greater number of affirmative votes is required by law or the
Certificate of Incorporation and except as provided in Section 1.9(2). Unless
otherwise provided in the Certificate of Incorporation, directors are elected by
a plurality of the votes cast by the shares entitled to vote in the election at
a meeting at which a quorum is present.

            (2)   The provisions set forth in Section 2.2, below, and in this
Section 1.9(2) may not be amended, altered, changed or repealed in any respect
unless such action is approved by either the Board of Directors or by an
affirmative vote of the holders of not less than two-thirds of the outstanding
shares of Common Stock and the outstanding shares of Preferred Stock entitled to
vote on each matter on which the holders of record of Common Stock shall be
entitled to vote, such Common Stock and Preferred Stock voting together and not
by separate classes.

            (3)   Action required or permitted by law to be taken at a
stockholders meeting may be taken without a meeting, without prior notice and
without a vote by the written consent of the holders of outstanding stock having
not less than the minimum number of votes that would be necessary to authorize
such action at a meeting at which all shares entitled to vote thereon were
present. The action must be evidenced by one or more written consents describing
the action taken, signed by all the stockholders entitled to vote on the action
and delivered to the Secretary for inclusion in the minutes for filing with the
corporate records. Stockholder action taken by written consent is effective when
the last stockholder signs the consent, unless the consent specifies an earlier
or later effective date.

      1.10. Proxies. A stockholder may vote shares in person or by proxy. A
stockholder may appoint a proxy by signing an appointment form either personally
or by the stockholder's attorney-in-fact. An appointment of a proxy is effective
when received by the Secretary or other officer of the Corporation authorized to
tabulate votes. An appointment is valid for 11 months unless a different period
is provided in the appointment form. An appointment is revocable by the

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stockholder unless the appointment form conspicuously states that it is
irrevocable and the appointment is coupled with an interest that has not been
extinguished.

      1.11. Meeting by Telephone Conference. Stockholders may participate in an
annual or special meeting by, or conduct the meeting through, use of any means
of communications by which all stockholders participating may simultaneously
hear each other or communicate with each other during the meeting, except that
no meeting for which a written notice is sent to stockholders may be conducted
by this means unless the notice states that participation in this manner is
permitted and describes how any stockholder desiring to participate in this
manner may notify the Corporation. Participation in a meeting by this means
shall constitute presence in person at the meeting.

      1.12. Proper Business for Stockholders' Meeting. To be properly brought
before the meeting, business must be either (i) specified in the notice of
meeting (or any supplement thereto) given by or at the direction of the Board of
Directors, (ii) otherwise properly brought before a meeting by or at the
direction of the Board of Directors, or (iii) otherwise properly brought before
the meeting by a stockholder. In addition to any other applicable requirements
contained in the Certificate of Incorporation, these Bylaws, or under law, for
business to be properly brought before an annual meeting by a stockholder, the
stockholder must have given timely notice thereof in writing to the Secretary of
the Corporation. To be timely, a stockholder's notice must be delivered to or
mailed and received at the principal executive office of the Corporation not
less than 50 days nor more than 75 days prior to the meeting; provided, however,
that in the event that less than 65 days' notice or prior public disclosure of
the date of the meeting is given or made to stockholders, notice by the
stockholder to be timely must be so received not later than the close of
business on the 10th day following the day on which such notice of the date of
the annual meeting was mailed or such public disclosure was made, whichever
first occurs. A stockholder's notice to the Secretary shall set forth (1) one or
more matters appropriate for stockholder action that the stockholder proposes to
bring before the meeting, (ii) a brief description of the matters desired to be
brought before the meeting and the reasons for conducting such business at the
meeting, (iii) the name and record address of the stockholder, (iv) the class
and number of shares of the Corporation that the stockholder owns or is entitled
to vote and (v) any material interest of the stockholder in such matters.
Notwithstanding anything in these Bylaws to the contrary, no business shall be
conducted at the annual meeting except in accordance with the procedure set
forth in this Section 1.12; provided, however, that nothing in this Section 1.12
shall be deemed to preclude discussion by any stockholder of any business
properly brought before the annual meeting. The Chairman of the Board, or the
Vice Chairman of the Board in the absence of the Chairman of the Board, shall,
if the facts warrant, determine and declare to the meeting that the business was
not properly brought before the meeting in accordance with the provisions of
this Section 1.12 and if the Chairman of the Board, or the Vice Chairman of the
Board in the absence of the Chairman of the Board, should so determine, shall so
declare to the meeting any such business not properly brought before the meeting
shall not be transacted.

      1.13. Stockholder Nomination of Directors.

            (1)   Not less than 50 days nor more than 75 days prior to the date
of any annual meeting of stockholders, any stockholder who intends to make a
nomination at the annual meeting shall deliver a notice to the Secretary of the
Corporation setting forth (i) as to each nominee whom

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the stockholder proposes to nominate for election or reelection as a director,
(a) the name, age, business address and residence address of the nominee, (b)
the principal occupation or employment of the nominee, (c) the class and number
of shares of capital stock of the Corporation that are beneficially owned by the
nominee and (d) any other information concerning the nominee that would be
required, under the rules of the Securities and Exchange Commission, in a proxy
statement soliciting proxies for the election of such nominee; and (ii) as to
the stockholder giving the notice, (a) the name and record address of the
stockholder and (b) the class and number of shares of capital stock of the
Corporation that are beneficially owned by the stockholder; provided, however,
that in the event that less than 65 days' notice or prior public disclosure of
the date of the annual meeting is given or made to stockholders, notice by the
stockholder to be timely must be so delivered not later than the close of
business on the 10th day following the day on which such notice of the date of
the meeting was mailed or such public disclosure was made, whichever first
occurs. Such notice shall include a signed consent to serve as a director of the
Corporation, if elected, of each such nominee. The Corporation may require any
proposed nominee to furnish such other information as may reasonably be required
by the Corporation to determine the eligibility of such proposed nominee to
serve as a director of the Corporation.

            (2)   Any stockholder who intends to make a nomination at any
special meeting of stockholders held for the purpose of electing directors shall
deliver a timely notice to the Secretary of the Corporation setting forth (i) as
to each nominee whom the stockholder proposes to nominate for election or
reelection as a director, (a) the name, age, business address and residence
address of the nominee, (b) the principal occupation or employment, of the
nominee, (c) the class and number of shares of capital stock of the corporation
that are beneficially owned by the nominee of shares of capital stock of the
corporation that are beneficially owned by the nominee and (d) any other
information concerning the nominee that would be required, under the rules of
the Securities and Exchange Commission, in a proxy statement soliciting proxies
for the election of such nominee; and (ii) as to the stockholder giving the
notice, (a) tile name and record address of the stockholder and (b) the class
and number of shares of capital stock of the Corporation that are beneficially
owned by the stockholder. To be timely for these purposes, such notice must be
given (i) if given by the stockholder (or any of the stockholders) who or that
made a demand for a meeting pursuant to which such meeting is to be held,
concurrently with the delivery of such demand, and (ii) otherwise, not later
than the close of business, on the 10th day following the date on which the
notice of the special meeting was mailed. Such notice shall include a signed
consent to serve as a director of the Corporation, if elected., of each such
nominee. The Corporation may require any proposed nominee to furnish such other
information as may reasonably be required by the Corporation to determine the
eligibility of such proposed nominee to serve as a director of the Corporation.

            (3)   The Chairman of the Board, or the Vice Chairman of the Board
in the absence of the Chairman of the Board, shall, if the facts warrant,
determine and declare that a nominee was not properly nominated in accordance
with the provisions of this Section 1.13 and if the Chairman of the Board, or
the Vice Chairman of the Board in the absence of the Chairman of the Board,
should so determine, shall so declare to the meeting any such nominee shall not
be considered by stockholders.

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                                   ARTICLE II.

                               BOARD OF DIRECTORS

      2.1.  Duties of Board of Directors. All corporate powers of the
Corporation shall be exercised by or under the authority of its Board of
Directors; the business and affairs of the Corporation shall be managed under
the direction of its Board of Directors.

      2.2.  Number, Term and Qualification. The number of directors of the
Corporation shall be between six (6) and ten (10) with the exact number to be
determined from time to time by resolution of the Board of Directors. Directors
shall hold office for one year until the next annual meeting or until their
successors shall be elected and shall qualify, subject, however, to prior death,
resignation, retirement, disqualification or removal from office. Any vacancy on
the board of Directors, however resulting, may be filled by the affirmative vote
of a majority of the remaining directors then in office, even if less than a
quorum. Any director elected to fill a vacancy shall hold office only until the
next election of directors by the stockholders. Directors need not be residents
of the State of Delaware or stockholders of the Corporation.

      2.3.  Regular Meetings. A regular meeting of the Board of Directors shall
be held without notice other than this Bylaw immediately after, and at the same
place as, the annual meeting of stockholders. The Board of Directors may provide
by resolution the time and place for the holding of additional regular meetings
in or out of Delaware without notice other than the resolution.

      2.4.  Special Meetings. Special meetings of the Board of Directors may be
called by or at the request of the Chairman of the Board, Chief Executive
Officer or a majority of the directors. The person or persons authorized to call
special meetings of the Board of Directors may fix any place in or out of
Delaware as the place for holding any special meeting of the Board of Directors
called by them.

      2.5.  Notice. Notice of the date, time and place of any special meeting of
the Board of Directors shall be given at least 48 hours prior to the meeting by
notice communicated in person, by telephone, telegraph, teletype, facsimile,
electronic mail, other form of wire or wireless communication, mail or private
carrier. If written, notice shall be effective at the earliest of (a) when
received, (b) three days after its deposit in the United States mail, as
evidenced by the postmark, if mailed postpaid and correctly addressed, or (c) on
the date shown on the return receipt, if sent by registered or certified mail,
return receipt requested and the receipt is signed by or on behalf of the
addressee. Notice by all other means shall be deemed effective when received by
or on behalf of the director. Notice of any regular or special meeting need rust
describe the purposes of the meeting unless required by law or the Certificate
of Incorporation.

      2.6.  Waiver of Notice. A director may at any time waive any notice
required by law, these Bylaws or the Certificate of Incorporation. Except as set
forth below, the waiver must be in writing, be signed by the director entitled
to the notice, specify the meeting far which notice is waived and be filed with
the minutes or corporate records. A director's attendance at or participation in
a meeting waives any required notice to the director of the meeting unless the
director at the beginning of the meeting, or promptly upon the director's
arrival, objects to holding

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the meeting or transacting business at the meeting and does not thereafter vote
for or assent to action taken at the meeting.

      2.7.  Quorum. A majority of the number of directors set forth in Section
2.2 of these Bylaws shall constitute a quorum for the transaction of business at
any meeting of the Board of Directors. If less than a quorum is present at a
meeting, a majority of the directors present may adjourn the meeting from time
to time without further notice.

      2.8.  Manner of Acting. The act of the majority of the directors present
at a meeting at which a quorum is present shall be the act of the Board of
Directors, unless a different number is provided by law, the Certificate of
Incorporation or these Bylaws.

      2.9   Meeting by Telephone Conference; Action Without Meeting

            (1)   Directors may participate in a regular or special meeting by,
or conduct the meeting through, use of any means of communications by which all
directors participating may simultaneously hear each other or communicate with
each other during the meeting. Participation in a meeting by this means shall
constitute presence in person at the meeting.

            (2)   Any action that is required or permitted to be taken at a
meeting of the Board of Directors may be taken without a meeting if one or more
written consents describing the action taken are signed by all of the directors
entitled to vote on the matter and included in the minutes or filed with the
corporate records reflecting the action taken. The action shall be effective
when the last director signs the consent, unless the consent specifies an
earlier or later effective date.

      2.10. Vacancies. Any vacancy on the Board of Directors, including a
vacancy resulting from an increase in the number of directors, may be filled by
the stockholders, the Board of Directors, the remaining directors if less than a
quorum (by the vote of a majority thereof) or by a sole remaining director. Any
vacancy not filled by the directors shall be filled by election at an annual
meeting or at a special meeting of stockholders called for that purpose. A
vacancy that will occur at a specified later date, by reason of a resignation or
otherwise, may be filled before the vacancy occurs, but the new director may not
take office until the vacancy occurs.

      2.11. Compensation. By resolution of the Board of Directors, the directors
may be paid reasonable compensation for services as directors and their expenses
of attending meetings of the Board of Directors.

      2.12. Presumption of Assent. A director who is present at a meeting of the
Board of Directors or a committee of the Board of Directors shall be deemed to
have assented to the action taken at the meeting unless (a) the director's
dissent or abstention from the action is entered in the minutes of the meeting,
(b) the director delivers a written notice of dissent or abstention to the
action to the presiding officer of the meeting before any adjournment or to the
Corporation immediately after the adjournment of the meeting or (c) the director
objects at the beginning of the meeting or promptly upon the director's arrival
to the holding of the meeting or transacting business at the meeting. The right
to dissent or abstain is not available to a director who voted in favor of the
action.

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      2.13. Removal. The stockholders may remove one or more directors with
cause, only if such removal is approved by a vote of the holders of a majority
of the votes entitled to be cast on the matter, at a meeting called expressly
for that purpose.

      2.14. Resignation. Any director may resign by delivering written notice to
the Board of Directors, its chairperson or the Corporation. Unless the notice
specifies a later effective date, a resignation notice shall be effective upon
the earlier of (a) receipt, (b) five days after its deposit in the United States
mails, if mailed postpaid and correctly addressed, or (c) on the date shown on
the return receipt, if sent by registered or certified mail, return receipt
requested, and the receipt is signed by addressee. Once delivered, a resignation
notice is irrevocable unless revocation is permitted by the Board of Directors.

                                  ARTICLE III.

                             COMMITTEES OF THE BOARD

      3.1.  Committees. The Board of Directors may create one or more committees
and appoint members of the Board of Directors to serve on them. Each committee
shall have two or more members. The creation of a committee and appointment of
members to it must be approved by a majority of all directors in office when the
action is taken. Subject to any limitation imposed by the Board of Directors or
by law, each committee may exercise all the authority of the Board of Directors
in the management of the Corporation. A committee may not take any action that a
committee is prohibited from taking by the Delaware General Corporation Law.

      3.2.  Chances of Size and Function. Subject to the provisions of law, the
Board of Directors shall have the power at any time to change the number of
committee members, fill committee vacancies, change any committee members and
change the functions and terminate the existence of a committee.

      3.3.  Conduct of Meetings. Each committee shall conduct its meetings in
accordance with the applicable provisions of these Bylaws relating to meetings
and action without meetings of the Board of Directors. Each committee shall
adopt any further rules regarding its conduct, keep minutes and other records
and appoint subcommittees and assistants as it deems appropriate.

      3.4.  Compensation. By resolution of the Board of Directors, committee
members may be paid reasonable compensation for services on committees and their
expenses of attending committee meetings.

                                   ARTICLE IV.

                                    OFFICERS

      4.1.  Appointment. The Board of Directors at its first meeting following
its election each year shall appoint a Chairman of the Board of Directors
("Chairman of the Board"), a Vice Chairman of the Board of Directors to serve in
the absence of the Chairman of the Board, and a Secretary. The Board of
Directors or the Chairman of the Board may appoint any other officers, assistant
officers and agents. Any two or more offices may be held by the same person.

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      4.2.  Compensation. The Corporation may pay its officers reasonable
compensation for their services as fixed from time to time by the Board of
Directors or by the Chairman of the Board with respect to officers appointed by
the Chairman of the Board.

      4.3.  Term. The term of office of all officers commences upon their
appointment and continues until their successors are appointed or until their
resignation or removal.

      4.4.  Removal. Any officer or agent appointed by the Board of Directors,
the Chairman of the Board or the Chief Executive Officer may be removed by the
Board of Directors at any time with or without cause. Any officer or agent
appointed by the Chairman of the Board may be removed by the Chairman of the
Board at any time with or without cause. Any officer or agent appointed by the
Chief Executive Officer may be removed by the Chief Executive Officer at any
time with or without cause.

      4.5.  Chief Executive Officer. The Chief Executive Officer shall in
general supervise and control all of the business and affairs of the
Corporation. The Chief Executive Officer may execute in behalf of the
Corporation all contracts, agreements, stock certificates and other instruments.
The Chief Executive Officer shall from time to time report to the Board of
Directors all matters within the Chief Executive Officer's knowledge which
should be brought to the attention of the Board of Directors. The Chief
Executive Officer shall vote all shares of stock in other corporations owned by
the Corporation, and shall be empowered to execute proxies, waivers of notice,
consents and other instruments in the name of the Corporation with respect to
such stock. The Chief Executive Officer shall preside at all meetings of the
Board of Directors and shall perform any duties and responsibilities prescribed
from time to time by the Board of Directors.

      4.6.  President. The President shall be the chief operating officer of the
Corporation and shall supervise the operations of the Corporation, subject to
the discretion of the Board of Directors and the Chief Executive Officer. The
President shall have any other duties and responsibilities prescribed by the
Board of Directors.

      4.7.  Vice Presidents. Each Vice President shall perform duties and
responsibilities prescribed by the Board of Directors or the Chief Executive
Officer. The Board of Directors or the Chief Executive Officer may confer a
special title upon a Vice President.

      4.8.  Secretary.

            (1)   The Secretary shall record and keep the minutes of all
meetings of the directors and stockholders in one or more books provided for
that purpose and perform any duties prescribed by the Board of Directors or the
Chief Executive Officer.

            (2)   Any assistant secretary shall have the duties prescribed from
time to time by the Board of Directors, the Chief Executive Officer or the
Secretary. In the absence or disability of the Secretary, the Secretary's duties
shall be performed by an assistant secretary.

      4.9.  Treasurer. The Treasurer, if that office is filled, shall have
charge and custody and be responsible for all funds and securities of the
Corporation and shall have other duties as prescribed from time to time by the
Board of Directors or the Chief Executive Officer.

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                                   ARTICLE V.

                                 INDEMNIFICATION

      5.1.  Right to Indemnification. The Corporation shall indemnify to the
fullest extent not prohibited by law any current or former director or officer
of the Corporation, and may indemnify to the fullest extent not prohibited by
law any current or former employee or agent of the Corporation, who is made, or
threatened to be made, a party to an action, suit or proceeding, whether civil,
criminal, administrative, investigative or other (including an action, suit or
proceeding by or in the right of the Corporation) by reason of the fact that
such person is or was a director, officer, employee or agent of the Corporation
or a fiduciary within the meaning of the Employee Retirement Income Security Act
of 1974 with respect to any employee benefit plan of the Corporation, or serves
or served at the request of the Corporation as a director, officer, employee or
agent, or as a fiduciary of an employee benefit plan, of another corporation,
partnership, joint venture, trust or other enterprise. The Corporation shall pay
for or reimburse the reasonable expenses incurred by any such current or former
director or officer, and may pay for or reimburse the reasonable expenses
incurred by any such current or former employee or agent, in any such proceeding
in advance of the final disposition of the proceeding if the person sets forth
in writing (i) the person's good faith belief that the person is entitled to
indemnification under this Article and (ii) the person's agreement to repay all
advances if it is ultimately determined that the person is not entitled to
indemnification. No amendment to these Bylaws that limits the Corporation's
obligation to indemnify any person shall have any effect on such obligation for
any act or omission that occurs prior to the later to occur of the effective
date of the amendment or the date notice of the amendment is given to the
person. This Article shall not be deemed exclusive of any other provisions for
indemnification or advancement of expenses of directors, officers, employees,
agents and fiduciaries that may be included in the Certificate of Incorporation
or any statute, agreement, general or specific action of the Board of Directors,
vote of stockholders or other document or arrangement.

      5.2.  Claims. If a claim for indemnification or payment of expenses under
this Article is not paid in full within sixty days after a written claim
therefor has been received by the Corporation, the claimant may file suit to
recover the unpaid amount 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.

      5.3.  Other Indemnification. The Corporation's obligation, if any, to
indemnify any person who 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 enterprise.

                                   ARTICLE VI.

                               ISSUANCE OF SHARES

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      6.1.  Adequacy of Consideration. Before the Corporation issues shares, the
Board of Directors shall determine that the consideration received or to be
received fir the shares to be issued is adequate. The authorization by the Board
of Directors of the issuance of shares for stated consideration shall evidence a
determination by the Board that such consideration is adequate.

      6.2.  Certificates for Shares.

            (1)   Certificates representing shares of the Corporation shall be
in any form determined by the Board of Directors consistent with the
requirements of the Delaware General Corporation Law and these Bylaws. The
certificates shall be signed, either manually or in facsimile, by the Chairman
or Vice Chairman of the Board, Chief Executive Officer, President or a Vice
President and by the Treasurer or an Assistant Treasurer or the Secretary or an
Assistant Secretary, and may be sealed with the seal of the Corporation, if any,
or a facsimile thereof. All certificates for shares shall be consecutively
numbered or otherwise identified. The signatures of officers upon a certificate
may be facsimiles if the certificate is countersigned by a transfer agent or any
assistant transfer agent or registered by a registrar, other than the
Corporation itself or an employee of the Corporation.

            (2)   Every certificate for shares of stock that are subject to any
restriction on transfer or registration of transfer pursuant to the Certificate
of Incorporation, the Bylaws, securities laws, a stockholders agreement or any
agreement to which the Corporation is a party shall have conspicuously noted on
the face or back of the certificate either the full text of the restriction or a
statement of the existence of the restriction and that the Corporation retains a
copy of the full text. Every certificate issued when the Corporation is
authorized to issue more than one class or series within a class of shares shall
set forth on its face or back either (a) a summary of the designations, relative
rights, preferences and limitations of the shares of each class and the
variations in rights, preferences and limitations for each series authorized to
be issued and the authority of the Board of Directors to determine variations
for future series or (b) a statement of the existence of those designations,
relative rights, preferences and limitations and a statement that the
Corporation will furnish a copy thereof to the holder of the certificate upon
written request and without charge.

            (3)   All certificates surrendered to the Corporation for transfer
shall be canceled. The Corporation shall not issue a new certificate for
previously issued shares until the former certificate or certificates for those
shares are surrendered and canceled; except that in case of a lost, destroyed or
mutilated certificate, a new certificate may be issued on terms prescribed by
the Board of Directors.

      6.3.  Transfer Aunt and Registrar. The Board of Directors may from time to
time appoint one or more transfer agents and one or more registrars for the
shares of the Corporation, with powers and duties determined by the Board of
Directors.

      6.4.  Officer Ceasing to Act. If the person who signed a share
certificate, either manually or in facsimile, no longer holds office when the
certificate is issued, the certificate is nevertheless valid.

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                                  ARTICLE VII.

                 CONTRACTS, LOANS, CHECKS AND OTHER INSTRUMENTS

      7.1.  Contracts. Except as otherwise provided by law, the Board of
Directors may authorize any officers or agents to execute and deliver any
contract or other instrument in the name of and on behalf of the Corporation,
and this authority may be general or confined to specific instances.

      7.2.  Loans. The Corporation shall not borrow money and no evidence of
indebtedness shall be issued in its name unless authorized by the Board of
Directors. This authority may be general or confined to specific instances.

      7.3.  Checks, Drafts, Etc. All checks, drafts or other orders for the
payment of money and notes or other evidences of indebtedness issued in the name
of the Corporation shall be signed in the manner and by the officers or agents
of the Corporation designated by the Board of Directors.

      7.4.  Deposits. All funds of the Corporation not otherwise employed shall
be deposited to the credit of the Corporation in those banks, trust companies or
other depositaries as the Board of Directors or officers of the Corporation
designated by the Board of Directors select, or be invested as authorized by the
Board of Directors.

                                  ARTICLE VIII.

                            MISCELLANEOUS PROVISIONS

      8.1.  Severability. A determination that any provision of these Bylaws is
for any reason inapplicable, invalid, illegal or otherwise ineffective shall not
affect or invalidate any other provision of these Bylaws.

      8.2.  Amendments. These Bylaws may be amended or repealed and new Bylaws
may be adopted by the Board of Directors or the stockholders of the Corporation.

      Effective as amended May 27, 2004.

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