AMENDED AND RESTATED

                                     BY-LAWS

                                       OF

                                   COSI, INC.


                                    ARTICLE I

                                     OFFICES

            Section 1.1. REGISTERED OFFICE. The registered office of COSI, INC.
(the "Corporation") in the State of Delaware shall be at 1209 Orange Street, in
the City of Wilmington, County of New Castle, 19801 and its registered agent at
such address shall be The Corporation Trust Company, or such other office or
agent as the Board of Directors of the Corporation (the "Board") shall from time
to time select.

            Section 1.2. 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 2.1. PLACE OF MEETING. All meetings of the stockholders of
the Corporation shall be held at the office of the Corporation or at such other
places, within or without the State of Delaware, as may from time to time be
fixed by the Board and set forth in the notice or in a duly executed waiver of
notice thereof. The Board of Directors may, in its sole discretion, determine
that a meeting of stockholders shall not be held at any place, but may instead
be held solely by means of remote communication in a manner consistent with
Delaware law.

            Section 2.2. 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. Any previously scheduled
annual meeting of the stockholders may be postponed by action of the Board taken
prior to the time previously scheduled for such annual meeting of stockholders.

            Section 2.3. SPECIAL MEETINGS. Except as otherwise required by
applicable law or the Certificate of Incorporation of the Corporation (the
"Certificate"), special meetings of the stockholders for any purpose or purposes
may be called only by the Chairman of the Board or by the Secretary upon
direction of the Board of Directors pursuant to a resolution adopted by a
majority of the members of the Board of Directors then in office. Only such
business as is specified in the notice of any special meeting of the
stockholders shall come before such meeting.

            Section 2.4. NOTICE OF MEETINGS. Except as otherwise provided by
applicable law, written notice of each meeting of the stockholders, whether
annual or special, shall be given, either by personal delivery or by mail or by
electronic communication to the extent permitted by Delaware law, 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, date and hour of the
meeting, the means of remote communications, if any, by which stockholders and
proxyholders may be deemed to be present in person and vote at such meeting, and
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 sign a written waiver of notice thereof, whether before or after such
meeting. Notice of adjournment of a meeting of stockholders need not be given if
the time and place 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 2.5. QUORUM. Except as otherwise provided by Delaware 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 for the transaction of business at any meeting of the
stockholders; provided, however, that in the case of any vote to be taken by
classes, the holders of a majority of the votes entitled to be cast by the
stockholders of a particular class shall constitute a quorum for the transaction
of business by such class.

            Section 2.6. 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
without notice other than announcement at the meeting, 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, the chairman of the meeting or the holders of
a majority of the votes entitled to be cast by the stockholders of such class
who are present in person or by proxy may adjourn the meeting with respect to
the vote(s) to be taken by such class. At 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.

            Section 2.7. ORDER OF BUSINESS. (a) At each meeting of the
stockholders, the Chairman of the Board or, in the absence of the Chairman of
the Board, 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, without limitation, 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.

            (b) To be properly brought before the annual meeting of
stockholders, business must be either (i) 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), (ii) otherwise properly brought before the
meeting by or at the direction of the Board (or any duly authorized committee
thereof) or (iii) otherwise properly brought before the meeting by any
stockholder of the Corporation (A) who is a stockholder of record on the date of
the giving of the notice provided for in this Section 2.7 and on the record date
for the determination of stockholders entitled to vote at such meeting and (B)
who complies with the notice procedures set forth in Section 2.7(c). In addition
to any other applicable requirements, including but not limited to the
requirements of Rule 14a-8 promulgated by the Securities and Exchange Commission
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), for
business to be properly brought before an annual meeting by a stockholder
pursuant to clause (iii) of this Section 2.7(b), such stockholder must have
given timely notice thereof in proper written form to a Secretary of the
Corporation.

            (c) To be timely, a stockholder's notice to the Secretary pursuant
to clause (iii) of Section 2.7(b) must be delivered to or mailed and received at
the principal executive offices of the Corporation, not less than 120 days nor
more than 150 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 no later than the close of business on the tenth day following the
day on which such notice of the date of the annual meeting is mailed or such
public disclosure of the date of the annual meeting is made, whichever first
occurs.

            (d) To be in proper written form, a stockholder's notice to the
Secretary pursuant to clause (iii) of Section 2.7(b) must set forth as to each
matter such stockholder proposes to bring before the annual meeting (i) a brief
description of the business desired to be brought before the meeting and the
reasons for conducting such business at the meeting, (ii) the name and record
address of such stockholder and all persons or entities acting in concert with
the stockholder, (iii) the class or series and number of shares of capital stock
of the Corporation which are owned beneficially or of record by such
stockholder, together with evidence reasonably satisfactory to the Secretary of
such beneficial ownership, (iv) 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
(v) a representation that such stockholder intends to appear in person or by
proxy at the annual meeting to bring such business before the meeting. If such
stockholder does not appear or send a qualified representative to present such
proposal at such annual 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.

            (e) Notwithstanding anything in these By-laws to the contrary, no
business shall be conducted at the annual meeting of stockholders except
business brought before such meeting in accordance with the procedures set forth
in this Section 2.7; provided, however, that, once business has been properly
brought before such meeting in accordance with such procedures, nothing in this
Section 2.7 shall be deemed to preclude discussion by any stockholder of any
such business. If the chairman of such meeting determines that business was not
properly brought before the meeting in accordance with the foregoing procedures,
the chairman shall declare to the meeting that the business was not properly
brought before the meeting and such business shall not be transacted.

            Section 2.8. 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 Delaware law.

            Section 2.9. VOTING. (a) Except as otherwise provided by Delaware
law or by the Certificate, each stockholder of record of any class or series of
capital stock of the Corporation shall be entitled at each meeting of
stockholders to such number of votes 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, registered in such stockholder's
name on the books of the Corporation:

            (1) on the date fixed pursuant to Section 8.7 of Article VIII of
      these By-laws as the record date for the determination of stockholders
      entitled to notice of and to vote at such meeting; or

            (2) 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.

            (b) Each stockholder entitled to vote at any meeting of stockholders
may execute a writing, cablegram, telegram, or other electronic communication
authorizing not in excess of three persons to act for such stockholder by proxy.
Any such proxy shall be delivered to the secretary of such meeting at or prior
to the time designated for holding such meeting. No such proxy shall be voted or
acted upon after three years from its date, unless the proxy provides for a
longer period.

            (c) At each meeting of the stockholders, all corporate actions to be
taken by vote of the stockholders (except as otherwise required by applicable
law and except as otherwise provided in the Certificate or these By-laws) 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 is required, a majority of the votes cast by the
stockholders of such class who are present in person or represented by proxy
shall be the act of such class.

            (d) Unless required by applicable 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. In the case of a vote by written
ballot, each ballot shall be signed by the stockholder voting, or by such
stockholder's proxy.

            Section 2.10. INSPECTORS. The Board of Directors, in advance of any
meeting, may appoint one or more inspectors of election to act at the meeting or
any adjournment thereof. If an inspector or inspectors are not so appointed, the
chairman of the meeting may appoint one or more inspectors to act at any meeting
of stockholders. In case any person who may be appointed as an inspector fails
to appear or act, the vacancy may be filled by appointment made by the directors
in advance of the meeting or at the meeting by the chairman of the meeting. Each
inspector, if any, before entering upon the discharge of his or her duties,
shall take and sign an oath faithfully to execute the duties of inspector at
such meeting with strict impartiality and according to the best of his ability.
The inspectors, if any, shall determine the number of shares of the stock
outstanding and the voting power of each, the shares of stock represents at the
meeting, the existence of a quorum, and the validity and effect of proxies, and
shall receive votes, ballots or consents, hear and determine all challenges and
questions arising in connection with the right vote, count and tabulate all
votes, ballots or consents, determine the result, and do such acts as are proper
to conduct the election or vote with fairness to all Stockholders. On request of
the person presiding at the meeting, the inspector or inspectors, if any, shall
make a report in writing of any challenge, question or matter determined by such
inspector or inspectors and execute a certificate of any fact found by such
inspector or inspectors. 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 3.1. GENERAL POWERS. The business and affairs of the
Corporation shall be managed by or under the direction of the Board, which may
exercise all such powers of the Corporation and do all such lawful acts and
things as are not by law or by the Certificate directed or required to be
exercised or done by the stockholders.

            Section 3.2. NUMBER, QUALIFICATION AND ELECTION. (a) Except as
otherwise fixed by or pursuant to the provisions of Article IV of the
Certificate relating to the rights of the holders of any class or series of
stock having preference over the common stock of the corporation as to dividends
or upon liquidation, the number of directors of the Corporation shall be
determined from time to time by the Board by the affirmative vote of directors
constituting at least a majority of the entire Board; provided that the number
thereof may not be less than three.

            (b) The directors, other than those who may be elected by the
holders of shares of any class or series of stock having a preference over the
common stock of the Corporation as to dividends or upon liquidation pursuant to
the terms of Article IV of the Certificate or any resolution or resolutions
providing for the issuance of such stock adopted by the Board, shall be
classified, with respect to the time for which they severally hold office, into
three classes as nearly equal in number as possible, with each class to hold
office until its successors are elected and qualified. Subject to the rights of
the holders of any class or series of stock having a preference over the common
stock of the Corporation as to dividends or upon liquidation, at each such
annual meeting of the stockholders, the successors of the class of directors
whose term expires at that meeting shall be elected to hold office for a term
expiring at the annual meeting of stockholders held in the third year following
the year of their election.

            (c) Each director shall be at least 21 years of age. Directors need
not be stockholders of the Corporation.

            (d) In any election of directors held at a meeting of stockholders,
the persons receiving a plurality of the votes cast by the stockholders entitled
to vote thereon at such meeting who are present or represented by proxy, up to
the number of directors to be elected in such election, shall be deemed elected.

            Section 3.3. NOTIFICATION OF NOMINATION. (a) Only persons who are
nominated in accordance with the following procedures shall be eligible for
election as directors of the Corporation, except as may be otherwise provided in
the Certificate of Incorporation with respect to the right of holders of
preferred stock of the Corporation to nominate and elect a specified number of
directors in certain circumstances. Nominations of persons for election to the
Board may be made at any annual meeting of stockholders, or at any special
meeting of stockholders called for the purpose of electing directors, (i) by or
at the direction of the board (or any duly authorized committee thereof) or (ii)
by any stockholder of the Corporation (A) who is a stockholder of record on the
date of the giving of the notice provided for in this Section 3.3 and on the
record date for the determination of stockholders entitled to vote at such
meeting and (B) who complies with the notice procedures set forth in Section
3.3(c). In addition to any other applicable requirements, for a nomination to be
made by a stockholder pursuant to clause (ii) of this Section 3.3(a), such
stockholder must have given timely notice thereof in proper written form to the
Secretary of the Corporation.

            (b) To be timely, a stockholder's notice to the Secretary pursuant
to clause (ii) of Section 3.3(a) must be delivered to or mailed and received at
the principal executive offices of the Corporation (i) in the case of an annual
meeting, not less than 120 days nor more than 150 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 day following the day on which such notice of the date
of the annual meeting is mailed or such public disclosure of the date of the
annual meeting is made, whichever first occurs, or (ii) in the case of a special
meeting of stockholders called for the purpose of electing directors, not later
than the close of business on the tenth day following the day on which notice of
the date of the special meeting is mailed or public disclosure of the date of
the special meeting is made, whichever first occurs.

            (c) To be in proper written form, a stockholder's notice to the
Secretary pursuant to clause (ii) of Section 3.3(a) must set forth (i) as to
each person whom the stockholder proposes to nominate for election as a
director, (A) the name, age, business address and residence address of the
person, (B) the business experience during the past five years of such nominee,
including his or her principal occupation or employment during such period, the
name and principal business of any corporation or other organization in which
such occupations and employment were carried on, and such other information as
to the nature of his or her responsibilities and level of professional
competence as may be sufficient to permit assessment of his or her prior
business experience, (C) the class or series and number of shares of capital
stock of the Corporation which are owned beneficially or of record by the person
and (D) any other information relating to the 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 Exchange Act and the rules and regulations promulgated
thereunder; and (ii) as to the stockholder giving the notice, (A) the name and
address of such stockholder and of all persons or entities acting in concert
with the stockholder, (B) the name and address of such person as they appear on
the Corporation's books (if they so appear), (C) the class or series and number
of shares of capital stock of the Corporation which are owned beneficially or of
record by such stockholder, together with evidence reasonably satisfactory to
the Secretary of such beneficial ownership, (D) 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, (E) 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 (F) 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 directors pursuant to Section 14 of the Exchange Act and the
rules and regulations promulgated thereunder. Such notice must be accompanied by
a written consent of each proposed nominee to being named as a nominee and to
serve as a director if elected.

            (d) No person shall be eligible for election as a director of the
Corporation unless nominated in accordance with the procedures set forth in this
Section 3.3. If the chairman of the meeting determines that a nomination was not
made in accordance with the foregoing procedures, the chairman of the meeting
shall declare to the meeting that the nomination was defective and such
defective nomination shall be disregarded.

            Section 3.4. QUORUM AND MANNER OF ACTING. Except as otherwise
provided by Delaware law, the Certificate or these By-laws, a majority of the
entire Board 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. Notice need not be given of the adjourned meeting if announced at the
meeting in which the adjournment is taken. 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.

            Section 3.5. PLACE OF MEETING. 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
notice or waivers of notice thereof.

            Section 3.6. REGULAR MEETINGS. Regular meetings of the Board shall
be held at such times and places as the Chairman of the Board or the Board shall
from time to time by resolution determine. If any day fixed for a regular
meeting shall be a legal holiday under the laws of the place where the meeting
is to be held, the meeting which would otherwise be held on that day shall be
held at the same hour on the next succeeding business day.

            Section 3.7. SPECIAL MEETINGS. Special meetings of the Board shall
be held whenever called by the Chairman of the Board or by a majority of the
directors.

            Section 3.8. 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 two days before the
day on which the meeting is to be held or shall be sent to such director at such
place by telegraph or telecopy or be given personally or by telephone, not later
than the day 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 3.9. RULES AND REGULATIONS. The Board may adopt such rules
and regulations not inconsistent with the provisions of Delaware law, the
Certificate or these By-laws for the conduct of its meetings and management of
the affairs of the Corporation as the Board may deem proper.

            Section 3.10. PARTICIPATION IN MEETING BY MEANS OF COMMUNICATION
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 participating in the meeting can hear each other, and such participation
in a meeting shall constitute presence in person at such meeting.

            Section 3.11. ORGANIZATION. At all meetings of the Board of
Directors, the Chairman or in the Chairman's absence or inability to act, the
President, or in the President's absence, a chairman chosen by the directors,
shall preside. The Secretary of the Corporation shall act as secretary at all
the meetings of the Board of Directors when present, and, in the Secretary's
absence, the presiding officer may appoint any person to act as Secretary.

            Section 3.12. 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 consent thereto in writing or by electronic transmission, and the
writing or writings or electronic transmission or transmissions are filed with
the minutes or 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 3.13. RESIGNATIONS. Any director of the Corporation may at
any time resign 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 be 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 3.14. REMOVAL OF DIRECTORS. Directors may be removed only as
provided in Section 5.5 of Article V of the Certificate.

            Section 3.15. VACANCIES. Subject to the rights of the holders of any
class or series of stock having a preference over the common stock of the
Corporation as to dividends or upon liquidation, any vacancies on the Board
resulting from death, resignation, removal or other cause, and newly created
directorships resulting from any increase in the number of directors may be
filled only by the Board of Directors (and not by the shareholders), acting by 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 any directors so
appointed shall hold office until the next annual meeting thereof or at a
special meeting called for that purpose in accordance with Section 2.3 of
Article II of these By-laws. Any director elected in accordance with the
preceding sentence of this Section 3.15 of this Article III shall hold office
for the remainder of the full term of the class of directors in which the new
directorship was created or the vacancy occurred and until such director's
successor shall have been elected and qualified.

            Section 3.16. 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 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 3.16 of this Article III shall preclude any director
from serving the Corporation or any of its subsidiaries in any other capacity
and receiving proper compensation therefor.


                                   ARTICLE IV

                      COMMITTEES OF THE BOARD OF DIRECTORS

            Section 4.1. ESTABLISHMENT OF COMMITTEES OF THE BOARD OF DIRECTORS;
ELECTION OF MEMBERS OF COMMITTEES OF THE BOARD OF DIRECTORS; FUNCTIONS OF
COMMITTEES OF THE BOARD OF DIRECTORS. The Board of Directors may, in accordance
with and subject to the General Corporation Law of the State of Delaware, from
time to time establish one or more committees, each Committee to consist of one
or more of the directors of the Corporation. The Board of Directors may
designate one or more directors as alternate members of any Committee, who may
replace any absent or disqualified member at any meeting of the Committee. Any
member of any committee of the Board may be removed with or without cause by
action taken by a majority of the whole board. In the absence or
disqualification of a member of a Committee, the member or members present at
any meeting and not disqualified from voting, whether or not such member or
members 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. Any such Committee, to the extent provided in the
resolution of the Board, shall have and may exercise, to the extent permitted
under Delaware law, the powers of the Board of Directors in the management of
the business and affairs of the Corporation, and may authorize the seal of the
Corporation to be affixed to all papers which may require it; but no such
Committee shall have the power or authority to: (i) approve or adopt, or
recommend to the stockholders, any action or matter required to be submitted to
the stockholders for approval, (ii) adopt, amend or repeal any By-law or (iii)
take any action that it is not permitted to take pursuant to Delaware law. Such
Committee or Committees shall have such name or names as may be determined from
time to time by the Board of Directors.

            Section 4.2. PROCEDURE; MEETINGS; QUORUM. Regular meetings of
committees of the Board, of which no notice shall be necessary, may be held at
such times and places as shall be fixed by resolution adopted by a majority of
the members thereof. Special meetings of any committee of the Board shall be
called at the request of a majority of the members thereof. Notice of each
special meeting of any committee of the Board shall be given by overnight
delivery service or mailed to each member, in either case addressed to such
member at such member's residence or normal place of business, at least two days
before the day on which the meeting is to be held or shall be sent to such
members at such place by telegraph or telecopy or be given personally or by
telephone, not later than the day before the meeting is to be held, but notice
need not be given to any member 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 it or at its commencement, the lack of such notice to such
member. Any special meeting of any committee of the Board shall be a legal
meeting without any notice thereof having been given, if all the members thereof
shall be present thereat. Notice of any adjourned meeting of any committee of
the Board need not be given. Any committee of the Board may adopt such rules and
regulations not inconsistent with the provisions of Delaware law, the
Certificate or these By-laws for the conduct of its meetings as such committee
of the Board may deem proper. A majority of the members of any committee of the
Board shall constitute a quorum for the transaction of business at any meeting,
and the vote of a majority of the members thereof present at any meeting at
which a quorum is present shall be the act of such committee. Each committee of
the Board shall keep written minutes of its proceedings and shall report on such
proceedings to the Board.

            Section 4.3. TERMINATION. In the event any person shall cease to be
a director of the Corporation, such person shall simultaneously therewith cease
to be a member of any Committee appointed by the Board of Directors.


                                    ARTICLE V

                                    OFFICERS

            Section 5.1. NUMBER; TERM OF OFFICE. The officers of the Corporation
shall be such officers, which may include a Chairman of the Board, Chief
Executive Officer, President, Chief Financial Officer, General Counsel and one
or more Vice Presidents (including, without limitation, Assistant, Executive and
Senior Vice Presidents) and a Treasurer, Secretary and Controller 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 By-laws 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 shall qualify, 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 of said officers; provided, however, that no officer shall
execute, acknowledge or verify any instrument in more than one capacity if such
instrument is required by law, the Certificate or these By-laws to be executed,
acknowledged or verified by two or more officers. The Board may from time to
time authorize any officer to appoint and remove any such other officers and
agents and to prescribe their powers and duties. The Board may require any
officer or agent to give security for the faithful performance of such person's
duties.

            Section 5.2. REMOVAL. Any officer may be removed, either with or
without cause, by the Board at any meeting thereof 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 5.3. RESIGNATION. Any officer may resign at any time by
giving notice to the Board, the Chairman of the Board 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 5.4. VACANCIES. A vacancy in any office because of death,
resignation, removal or any other cause may be filled for the unexpired portion
of the term in the manner prescribed in these By-laws for election to such
office.

            Section 5.5. CHAIRMAN OF THE BOARD; POWERS AND DUTIES. The Chairman
of the Board shall be the chief executive officer of the Corporation. Subject to
the control of the Board, the Chairman of the Board shall supervise and direct
generally all the business and affairs of the Corporation. The Chairman of the
Board shall preside at all meetings of the stockholders and the Board. Any
document may be signed by the Chairman of the Board or any other person who may
be thereunto authorized by the Board or the Chairman of the Board. The Chairman
of the Board may appoint such assistant officers as are deemed necessary.

            Section 5.6. PRESIDENT, EXECUTIVE VICE PRESIDENTS, SENIOR VICE
PRESIDENTS AND VICE PRESIDENTS; POWERS AND DUTIES. The President shall be the
chief operating officer of the Corporation. The President and each Executive
Vice President, each Senior Vice President, and each Vice President shall have
such powers and perform such duties as may be assigned by the Board of Directors
or the Chairman of the Board. In case of the absence or disability of the
Chairman of the Board or a vacancy in the office, the President, an Executive
Vice President, a Senior Vice President, or a Vice President designated by the
Chairman of the Board or the Board shall exercise all the powers and perform all
the duties of the Chairman of the Board.

            Section 5.7. SECRETARY AND ASSISTANT SECRETARIES; POWERS AND DUTIES.
The Secretary shall attend all meetings of the stockholders and the Board and
shall keep the minutes for such meetings in one or more books provided for that
purpose. The Secretary shall be custodian of the corporate records, except those
required to be in the custody of the Treasurer or the Controller, shall keep the
seal of the Corporation, and shall execute and affix the seal of the Corporation
to all documents duly authorized for execution under seal on behalf of the
Corporation, and shall perform all of the duties incident to the office of
Secretary, as well as such other duties as may be assigned by the Chairman of
the Board or the Board.

            The Assistant Secretaries shall perform such of the Secretary's
duties as the Secretary shall from time to time direct. In case of the absence
or disability of the Secretary or a vacancy in the office, an Assistant
Secretary designated by the Chairman of the Board or by the Secretary, if the
office is not vacant, shall perform the duties of the Secretary.

            Section 5.8. CHIEF FINANCIAL OFFICER; POWERS AND DUTIES. The Chief
Financial Officer shall be responsible for maintaining the financial integrity
of the Corporation, shall prepare the financial plans for the Corporation, and
shall monitor the financial performance of the Corporation and its subsidiaries,
as well as performing such other duties as may be assigned by the Chairman of
the Board or the Board.

            Section 5.9. TREASURER AND ASSISTANT TREASURERS; POWERS AND DUTIES.
The Treasurer shall have care and custody of the funds and securities of the
Corporation, shall deposit such funds in the name and to the credit of the
Corporation with such depositories as the Treasurer shall approve, shall
disburse the funds of the Corporation for proper expenses and dividends, and as
may be ordered by the Board, taking proper vouchers for such disbursements. The
Treasurer shall perform all of the duties incident to the office of Treasurer,
as well as such other duties as may be assigned by the Chairman of the Board or
the Board.

            The Assistant Treasurers shall perform such of the Treasurer's
duties as the Treasurer shall from time to time direct. In case of the absence
or disability of the Treasurer or a vacancy in the office, an Assistant
Treasurer designated by the Chairman of the Board or by the Treasurer, if the
office is not vacant, shall perform the duties of the Treasurer.

            Section 5.10. GENERAL COUNSEL; POWERS AND DUTIES. The General
Counsel shall be a licensed attorney at law and shall be the chief legal officer
of the Corporation. The General Counsel shall have such power and exercise such
authority and provide such counsel to the Corporation as deemed necessary or
desirable to enforce the rights and protect the property and integrity of the
Corporation. The General Counsel shall also have the power, authority, and
responsibility for securing for the Corporation all legal advice, service, and
counseling, and shall perform all of the duties incident to the office of
General Counsel, as well as such other duties as may be assigned by the Chairman
of the Board or the Board.

            Section 5.11. CONTROLLER AND ASSISTANT CONTROLLERS; POWERS AND
DUTIES. The Controller shall be the chief accounting officer of the Corporation
and shall keep and maintain in good and lawful order all accounts required by
law and shall have sole control over, and ultimate responsibility for, the
accounts and accounting methods of the Corporation and the compliance of the
Corporation with all systems of accounts and accounting regulations prescribed
by law. The Controller shall audit, to such extent and at such times as may be
required by law or as the Controller may think necessary, all accounts and
records of corporate funds or property, by whomsoever kept, and for such
purposes shall have access to all such accounts and records. The Controller
shall make and sign all necessary and proper accounting statements and financial
reports of the Corporation, and shall perform all of the duties incident to the
office of Controller, as well as such other duties as may be assigned by the
Chairman of the Board or the Board.

            The Assistant Controllers shall perform such of the Controller's
duties as the Controller shall from time to time direct. In case of the absence
or disability of the Controller or a vacancy in the office, an Assistant
Controller designated by the Chairman of the Board or the Controller, if the
office is not vacant, shall perform the duties of the Controller.

            Section 5.12. SALARIES. The salaries of all officers of the
Corporation shall be fixed by or in the manner provided by the Board. If
authorized by a resolution of the Board, the salary of any officer other than
the Chairman of the Board may be fixed by the Chairman of the Board or a
Committee of the Board. No officer shall be disqualified from receiving a salary
by reason of also being a director of the Corporation.


                                   ARTICLE VI

                                 CONTRACTS, ETC.

            Section 6.1. CONTRACTS. The Board of Directors may authorize any
person or persons, in the name and on behalf of the Corporation, to enter into
or execute and deliver any and all deeds, bonds, mortgages, contracts and other
obligations or instruments, and such authority may be general or confined to
specific instances. In addition, the officers may enter into, execute and
deliver such undertakings in the ordinary course of business, and authorize
other persons to enter into, execute and deliver such undertakings in the
ordinary course of business, in connection with the officer's exercise of their
powers enumerated in these By-laws.

            Section 6.2. PROXIES; POWERS OF ATTORNEY; OTHER INSTRUMENTS. (a) The
Chairman, the President, any Vice President, the Treasurer or any other person
designated by any of them shall have the power and authority to execute and
deliver proxies, powers of attorney and other instruments on behalf of the
Corporation in connection with the execution of contracts, the purchase of real
or personal property, the rights and powers incident to the ownership of stock
in the Corporation and such other situations as the Chairman, the President,
such Vice President or the Treasurer shall approve (to the extent in the
ordinary course of business, or in other instances, as may be authorized by the
Board of Directors), such approval conclusively evidenced by the execution of
such proxy, power of attorney or other instrument on behalf of the Corporation.

            (b) The Chairman, the President, any Vice President, the Treasurer
or any other person authorized by proxy or power of attorney executed and
delivered by any of them on behalf of the Corporation may attend and vote at any
meeting of the stockholders of any company in which the Corporation may hold
stock, and may exercise on behalf of the Corporation any and all of the rights
and powers incident to the ownership of such stock at any such meeting, or
otherwise as specified in the proxy or power of attorney so authorizing any such
person. The Board of Directors, from time to time, may confer like powers upon
any other person.


                                  ARTICLE VII

                                 INDEMNIFICATION

            Section 7.1. RIGHT TO INDEMNIFICATION. Each person who was or is
made a party or is threatened to be made a party to or is otherwise involved in
any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (a "Proceeding"), by reason of the
fact (a) that he or she is or was a director or officer of the Corporation, or
(b) that he or she, being at the time a director or officer of the Corporation,
is or was serving at the request of the Corporation as a director, officer,
member, employee, fiduciary or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to an
employee benefit plan (collectively, "another enterprise" or "other
enterprise"), shall be indemnified and held harmless by the Corporation to the
fullest extent permitted by Delaware law as the same exists or may hereafter be
amended (but, in the case of any such amendment, with respect to alleged action
or inaction occurring prior to such amendment, only to the extent that such
amendment permits the Corporation to provide broader indemnification rights than
permitted prior thereto), against all expense, liability and loss (including,
without limitation, attorneys' and other professionals' fees and expenses,
claims, judgments, fines, ERISA excise taxes or penalties and amounts paid in
settlement) actually and reasonably incurred or suffered by such person in
connection therewith ("Losses"). Without diminishing the scope of
indemnification provided by this Section 7.1, such persons shall also be
entitled to the further rights set forth below.

            Section 7.2. ACTIONS, SUITS OR PROCEEDINGS OTHER THAN THOSE BY OR IN
THE RIGHT OF THE CORPORATION. (a) Subject to the terms and conditions of this
Article, the Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any Proceeding (other than an action by or in
the right of the Corporation) by reason of the fact that such person is or was a
director, officer or employee of the Corporation, or, being at the time a
director, officer or employee of the Corporation, is or was serving at the
request of the Corporation as a director, officer, member, employee, fiduciary
or agent of another enterprise, against all Losses, actually and reasonably
incurred or suffered by such person in connection with such Proceeding if such
person acted in good faith and in a manner reasonably believed to be in or not
opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe the conduct
was unlawful. The termination of any Proceeding by judgment, order, settlement,
conviction, or upon a plea of NOLO CONTENDERE or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that the conduct was unlawful.

            Section 7.3. ACTIONS, SUITS OR PROCEEDINGS BY OR IN THE RIGHT OF THE
CORPORATION. Subject to the terms and conditions of this Article, the
Corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any Proceeding by or in the right of the Corporation to
procure a judgment in its favor by reason of the fact that such person is or was
a director, officer or employee of the Corporation, or being at the time a
director, officer or employee of the Corporation, is or was serving at the
request of the Corporation as a director, officer, member, employee, fiduciary
or agent of another enterprise against all Losses actually and reasonably
incurred or suffered by such person in connection with the defense or settlement
of such action or suit if such person acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the
Corporation except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the Corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.

            Section 7.4. CONDITIONS TO INDEMNIFICATION. To the extent permitted
by applicable law, the payment of indemnification provided for by this Article,
including the advancement of losses pursuant to Section 7.9 of this Article VI,
shall be subject to the following conditions: (i) that the Corporation be given
prompt notice of any proceeding, (ii) that the Corporation shall have complete
charge of the defense of such proceeding, (iii) the right to select counsel for
the indemnified party, and (iv) that the indemnified party shall assist and
cooperate fully in all matters respecting the proceeding and its defense or
settlement. The Corporation may waive any or all of the conditions set forth in
the preceding sentence. Any such waiver shall be applicable only to the specific
payment for which the waiver is made and shall not in any way obligate the
Corporation to grant such waiver at any future time. In the event of a conflict
of interest between the indemnified party and the Corporation that would
disqualify the Corporation's counsel from representing the indemnified party
under the rules of professional conduct applicable to attorneys, it shall be the
policy of the Corporation to waive any or all of the foregoing conditions
subject to such limitations or conditions as the Corporation shall deem to be
reasonable in the circumstances.

            Section 7.5. AUTHORIZATION OF INDEMNIFICATION. Any indemnification
under this Article (unless ordered by a court) shall be made by the Corporation
only as authorized in the specific case upon a determination that
indemnification of a person is proper in the circumstances because such person
has met the applicable standard of conduct required by Section 7.1 or set forth
in Section 7.2 or 7.3 of this Article, as the case may be. Such determination
shall be made, with respect to a person who is a director or officer at the time
of such determination, in a reasonably prompt manner (i) by the Board of
Directors by a majority vote of directors who were not parties to such action,
suit or proceeding, whether or not they constitute a quorum of the Board of
Directors, (ii) by a committee of such directors designated by majority vote of
such directors, even though less than a quorum, (iii) if there are no such
directors, or if such directors so direct, by independent legal counsel in a
written opinion, (iv) by the stockholders or (v) as Delaware law may otherwise
permit. To the extent, however, that a present or former director, officer,
employee or agent of the Corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding described above, or in
defense of any claim, issue or matter therein, such person shall be indemnified
against expenses (including attorneys' and other professionals' fees) actually
and reasonably incurred by such person in connection therewith, without the
necessity of authorization in the specific case.

            Section 7.6. GOOD FAITH DEFINED. For purposes of any determination
under Section 7.4 of this Article, a person shall be deemed to have acted in
good faith if the action is based on (a) the records or books of account of the
Corporation or another enterprise, or on information supplied to such person by
the officers of the Corporation or another enterprise in the course of their
duties or on (b) the advice of legal counsel for the Corporation or another
enterprise, or on information or records given or reports made to the
Corporation or another enterprise by an independent certified public accountant,
independent financial adviser, appraiser or other expert selected with
reasonable care by the Corporation or the other enterprise. The provisions of
this Section 7.5 shall not be deemed to be exclusive or to limit in any way the
circumstances in which a person may be deemed to have met the applicable
standard of conduct.

            Section 7.7. PROCEEDINGS INITIATED BY INDEMNIFIED PERSONS.
Notwithstanding any provisions of this Article to the contrary, the Corporation
shall not indemnify any person or make advance payments in respect of Losses to
any person pursuant to this Article in connection with any Proceeding (or
portion thereof) initiated against the Corporation by such person unless such
Proceeding (or portion thereof) is authorized by the Board of Directors or its
designee; provided, however, that this prohibition shall not apply to a
counterclaim, cross-claim or third-party claim brought in any Proceeding or in
connection with suits seeking to enforce rights to indemnification or
advancement of Losses as otherwise ordered by a court of competent jurisdiction.

            Section 7.8. INDEMNIFICATION BY A COURT. Notwithstanding any
contrary determination in the specific case under Section 7.4 of this Article,
and notwithstanding the absence of any determination thereunder, any director,
officer or employee may apply to any court of competent jurisdiction for
indemnification to the extent otherwise permissible under 7.1, 7.2 or 7.3 of
this Article. Notice of any application for indemnification pursuant to this
Section 7.7 shall be given to the Corporation promptly upon the filing of such
application.

            Section 7.9. LOSSES PAYABLE IN ADVANCE. Losses reasonably incurred
by an officer or director in defending any threatened or pending Proceeding
shall be paid by the Corporation in advance of the final disposition of such
Proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that such
person is not entitled to be indemnified by the Corporation as authorized in
this Article VII. Losses shall be reasonably documented by the officer or
director and required payments shall be made promptly by the Corporation. Losses
incurred by former directors and officers or other employees and agents may be
so paid upon such terms and conditions, if any, as the Corporation deems
appropriate.

            Section 7.10. NON-EXCLUSIVITY AND SURVIVAL OF INDEMNIFICATION. The
indemnification and advancement of expenses provided by or granted pursuant to
this Article shall not be deemed exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled under the
Certificate of Incorporation, any By-law, agreement, contract, vote of
Stockholders or of disinterested directors, or pursuant to the direction
(howsoever embodied) of any court of competent jurisdiction or otherwise. The
provisions of this Article shall not be deemed to preclude the indemnification
of any person who is not specified in Section 7.1, 7.2 or 7.3 of this Article
but whom the Corporation has the power or obligation to indemnify under the
provisions of Delaware law, or otherwise. The rights conferred by this Article
shall continue as to a person who has ceased to be a director, officer or
employee and shall inure to the benefit of such person and the heirs, executors,
administrators and other comparable legal representatives of such person. The
rights conferred in this Article shall be enforceable as contract rights, and
shall continue to exist after any rescission or restrictive modification hereof
with respect to events occurring prior thereto. No rights are conferred in this
Article for the benefit of any person (including, without limitation, officers,
directors and employees of subsidiaries of the Corporation) in any capacity
other than as explicitly set forth herein.

            Section 7.11. MEANING OF CERTAIN TERMS IN CONNECTION WITH EMPLOYEE
BENEFIT PLANS, ETC. For purposes of this Article VI, references to "fines" shall
include any excise taxes assessed on a person with respect to an employee
benefit plan; references to "serving at the request of the Corporation" shall
include any service as a director, officer or employee of the Corporation which
imposes duties on, or involves services by, such director, officer or employee,
with respect to an employee benefit plan, its participants or beneficiaries; and
a person who has acted in good faith and in a manner reasonably believed to be
in the interest of the participants and beneficiaries of an employee benefit
plan shall be deemed to have acted in a manner "not opposed to the best
interests of the Corporation" as referred to in this Article VI.

            Section 7.12. INSURANCE. The Corporation may, but shall not be
required to, purchase and maintain insurance on behalf of any person who is or
was a director, officer or employee of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, member, employee,
fiduciary or agent of another against any liability asserted against such person
and incurred by such person in any such capacity, or arising out of such
person's status as such, whether or not the Corporation would have the power or
the obligation to indemnify such person against such liability under the
provisions of this Article.


                                  ARTICLE VIII

                                  CAPITAL STOCK

            Section 8.1. SHARE OWNERSHIP. (a) Ownership of shares of stock of
each class of the Corporation shall be evidenced by an uncertificated electronic
book entry on the records of the Corporation, or a certificate, or other form as
shall be approved by the Board. 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, any Vice President and by the Secretary
or any Assistant Secretary or the Treasurer or any Assistant Treasurer of the
Corporation, and sealed with the seal of the Corporation, which may be a
facsimile thereof. 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 were still such at the
date of its issue.

            (b) 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 8.2. TRANSFER OF SHARES. Transfers of shares of stock of
each class of the Corporation shall be made only on the books of the Corporation
by the 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 on surrender of the certificate or certificates, if
any, 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, however, 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 and 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 8.3. LOCATION OF BOOKS AND RECORDS. The books and records of
the Corporation may be kept at such place or places as the Board of Directors or
the respective officers in charge thereof may from time to time determine. The
record books containing the names and addresses of all Stockholders, the number
and class of shares of stock held by each and he dates when they respectively
became the owners of record thereof shall be kept by the Secretary as prescribed
in the By-laws or by such officer or agent as shall be designated by the Board
of Directors.

            Section 8.4. REGISTERED STOCKHOLDERS AND ADDRESSES OF STOCKHOLDERS.
(a) 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.

            (b) 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 delivered or mailed to such person, and, if any
stockholder shall fail to designate such address, corporate notices may be
delivered 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 8.5. LOST, DESTROYED AND MUTILATED CERTIFICATES. The
Corporation may issue to any holder of shares of stock the certificate for which
has been lost, stolen, destroyed or mutilated 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 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 8.6. REGULATIONS. The Board may make such additional rules
and regulations as it may deem expedient concerning the issue and transfer of
certificates representing 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 8.7. 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 8.8. 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 IX

                                    DIVIDENDS

            Subject to the provisions of Delaware Law and the Certificate of
Incorporation, the Board of Directors shall have full power to declare and pay
dividends on the capital stock of the Corporation. Before 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 of Directors from time to time, in
its absolute discretion, may determine for any proper purpose, and the Board of
Directors may modify or abolish such reserve.


                                   ARTICLE X

                                      SEAL

            The Board shall provide a corporate seal, which shall be in the form
of a circle and shall bear the full name of the Corporation and the words and
figures of "Corporate Seal Delaware", or such other words or figures as the
Board may approve and adopt. The seal may be used by causing it or a facsimile
thereof to be impressed or affixed or in any other manner reproduced.


                                   ARTICLE XI

                                   FISCAL YEAR

            The fiscal year of the Corporation shall be fixed, and shall be
subject to change, by the Board of Directors. Unless otherwise fixed by the
Board of Directors, the fiscal year of the Corporation shall end on December 31.


                                   ARTICLE XII

                                    AMENDMENT

            Any By-law may be adopted, repealed, altered or amended by
two-thirds of the entire Board at any meeting thereof. The stockholders of the
Corporation shall have the power to amend, alter or repeal any provision of
these By-laws only to the extent and in the manner provided in the Certificate.