<PAGE>

                                                                     Exhibit 3.2

                           Amended and Restated Bylaws
                                       of
                          Medco Health Solutions, Inc.
                     (hereinafter called the "Corporation")

                                   ARTICLE I

                                     Offices

     Section 1.1. Registered Office. The registered office of the Corporation
shall be in the City of Wilmington, County of New Castle, State of Delaware.

     Section 1.2. Other Offices. The Corporation may also have offices at such
other places both within and without the State of Delaware as the Board of
Directors may from time to time determine.

                                   ARTICLE II

                                  Stockholders

     Section 2.1. Annual Meetings. An annual meeting of stockholders shall be
held for the election of directors at such date, time and place either within or
without the State of Delaware as may be designated by the Board of Directors
from time to time. Any other proper business may be transacted at the annual
meeting.

     Section 2.2. Special Meetings. Special Meetings shall be called and held as
provided in the certificate of incorporation. Each special meeting of
stockholders shall be held at such date, time and place either within or without
the State of Delaware as may be stated in the notice of the meeting. No business
other than that stated in the notice shall be transacted at any special meeting.

     Section 2.3. Notice of Meetings. Whenever stockholders are required or
permitted to take any action at a meeting, a written notice of the meeting shall
be given which shall state the place, if any, date and hour of the meeting, the
means of remote communications, if any, by which stockholders and proxy holders
may be deemed to be present in person and vote at such meeting, and, in the case
of a special meeting, the purpose or purposes for which the meeting is called.
Unless otherwise provided by law, the written notice of any meeting shall be
given not less than ten nor more than sixty days before the date of the meeting
to each stockholder entitled to vote at such meeting. If mailed, such notice
shall be deemed to be 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.

     Section 2.4. Adjournments. Any meeting of stockholders, annual or special,
may be adjourned by the chairman of the meeting from time to time, to reconvene
at the same or some

<PAGE>

other place, and notice need not be given of any such adjourned meeting if the
time, place, if any, thereof, and the means of remote communication, if any, by
which stockholders and proxy holders may be deemed to be present in person and
vote at such adjourned meeting are announced at the meeting at which the
adjournment is taken. At the adjourned meeting the Corporation may transact any
business which might have been transacted at the original meeting. If the
adjournment is for more than thirty days, or if after the adjournment a new
record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each stockholder of record entitled to vote at the
meeting.

     Section 2.5. Quorum. At each meeting of stockholders, except where
otherwise provided by law or the certificate of incorporation or these bylaws,
the holders of one third of the outstanding shares of stock entitled to vote on
a matter at the meeting, present in person or represented by proxy, shall
constitute a quorum. For purposes of the foregoing, where a separate vote by
class or classes is required for any matter, the holders of one third of the
outstanding shares of such class or classes, present in person or represented by
proxy, shall constitute a quorum to take action with respect to that vote on
that matter. Two or more classes or series of stock shall be considered a single
class if the holders thereof are entitled to vote together as a single class at
the meeting. In the absence of a quorum of the holders of any class of stock
entitled to vote on a matter, the chairman of the meeting may , or the holders
of such class so present or represented, acting by majority vote, may, adjourn
the meeting of such class from time to time in the manner provided by Section
2.4 of these bylaws until a quorum of such class shall be so present or
represented.

     Section 2.6. Organization. Meetings of stockholders shall be presided over
by the Chairman of the Board, if any, or in the absence of the Chairman of the
Board by the Vice Chairman of the Board, if any, or in the absence of the Vice
Chairman of the Board by the President, or in the absence of the President by a
Vice President, or in the absence of the foregoing persons by a chairman
designated by the Board of Directors, or in the absence of such designation by a
chairman chosen at the meeting. The Secretary, or in the absence of the
Secretary an Assistant Secretary, shall act as secretary of the meeting, but in
the absence of the Secretary and any Assistant Secretary the chairman of the
meeting may appoint any person to act as secretary 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 sole right
and authority to prescribe the rules, regulations and procedures for, and to do
all such acts and things as are necessary or desirable for the proper conduct
of, the meeting, including, without limitation, setting the agenda of the
meeting, establishing procedures for the maintenance of order and safety at the
meeting, determining the persons entitled to make presentations at the meeting
and the time allotted for each such presentation, determining the time, if any,
allotted to questions or comments at the meeting, instituting restrictions on
entry to the meeting after the time prescribed for the commencement thereof,
determining the form of ballot to be used for voting on each matter upon which
stockholders will vote at the meeting and determining the date and time of the
opening and closing of the polls for each matter upon which the stockholders
will vote at the meeting.

     Section 2.7. Inspectors. Prior to any meeting of stockholders, the Board of
Directors, the Chairman of the Board of Directors, the President, or the Chief
Executive Officer shall

                                       2

<PAGE>

appoint one or more inspectors to act at such meeting and make a written report
thereof and may designate one or more persons as alternate inspectors to replace
any inspector who fails to act. If no inspector or alternate is able to act at
the meeting of stockholders, the person presiding at the meeting shall appoint
one or more inspectors to act at the meeting. Each inspector, before entering
upon the discharge of his or her duties, shall take and sign an oath to
faithfully execute the duties of inspector with strict impartiality and
according to the best of his or her ability. The inspectors shall ascertain the
number of shares outstanding and the voting power of each, determine the shares
represented at the meeting and the validity of proxies and ballots, count all
votes and ballots, determine and retain for a reasonable period a record of the
disposition of any challenges made to any determination by the inspectors and
certify their determination of the number of shares represented at the meeting
and their count of all votes and ballots. The inspectors may appoint or retain
other persons or entities to assist them in the performance of their duties. The
date and time of the opening and closing of the polls for each matter upon which
the stockholders will vote at a meeting, determined in accordance with Section
2.6,shall be announced at the meeting. No ballot, proxy or vote with respect to
a matter, nor any revocation thereof or change thereto, shall be accepted by the
inspectors after the closing of the polls for such matter unless the Delaware
Court of Chancery, upon application by a stockholder, shall determine otherwise.
In determining the validity and counting of proxies and ballots, the inspectors
shall be limited to an examination of the proxies and ballots, any envelopes
submitted therewith, any information provided in accordance with Section 211(e)
or Section 212(c)(2), or any information provided pursuant to Section
211(a)(2)(B)(i) or (iii), of the General Corporation Law of the State of
Delaware, and the regular books and records of the Corporation, and they may
also consider other reliable information for the limited purpose of reconciling
proxies and ballots submitted by or on behalf of banks, brokers, their nominees
or similar persons which represent more votes than the holder of a proxy is
authorized by the record owner to cast or more votes than the stockholder holds
of record. If the inspectors consider other reliable information for such
purpose, they shall, at the time they make their certification, specify the
precise information considered by them, including the person or persons from
whom they obtained the information, when the information was obtained, the means
by which the information was obtained and the basis for the inspector's belief
that such information is accurate and reliable.

     Section 2.8. Voting; Proxies. Unless otherwise provided in the certificate
of incorporation, each stockholder entitled to vote at any meeting of
stockholders shall be entitled to one vote for each share of stock held by such
stockholder which has voting power upon the matter in question. Each stockholder
entitled to vote at a meeting of stockholders or to express consent or dissent
to corporate action in writing without a meeting may authorize another person or
persons to act for such stockholder by proxy, but no such proxy shall be voted
or acted upon after three years from its date, unless the proxy provides for a
longer period. A duly executed proxy shall be irrevocable if it states that it
is irrevocable and if, and only as long as, it is coupled with an interest
sufficient in law to support an irrevocable power, regardless of whether the
interest with which it is coupled is an interest in the stock itself or an
interest in the Corporation generally. A stockholder may revoke any proxy which
is not irrevocable by attending the meeting and voting in person or by filing an
instrument in writing revoking the proxy or another duly executed proxy bearing
a later date with the Secretary of the Corporation. Voting at meetings of
stockholders need not be by written ballot unless the chairman of the meeting or
holders of a majority of the outstanding shares of all classes of stock entitled
to vote thereon present in person or represented by proxy at such meeting shall
so determine. Directors shall be

                                       3

<PAGE>

elected by a plurality of the votes of the shares present in person or
represented by proxy at the meeting and entitled to vote on the election of
directors. In all other matters, unless otherwise provided by law or by the
certificate of incorporation or these bylaws, the affirmative vote of the
holders of a majority of the shares present in person or represented by proxy at
the meeting and entitled to vote on the subject matter shall be the act of the
stockholders. Where a separate vote by class or classes is required, the
affirmative vote of the holders of a majority of the shares of such class or
classes present in person or represented by proxy at the meeting shall be the
act of such class or classes, except as otherwise provided by law or by the
certificate of incorporation or these bylaws.

     Section 2.9. 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, 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 shall not be more than sixty nor less than ten
days before the date of such meeting. If no record date is fixed by the Board of
Directors, 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. 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.

     In order that the Corporation may determine the stockholders entitled to
receive payment of any dividend or other distribution or allotment of any rights
or the stockholders entitled to exercise any rights in respect of any 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,
and which record date shall be not more than sixty days prior to such action. If
no record date is fixed, the record date for determining stockholders for any
such purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto.

     Section 2.10. Advance Notice of Stockholder Proposals.

          (a)  Annual Meetings of Stockholders.

               (1) Nominations of persons for election as directors and the
          proposal of matters to be considered and voted on by the stockholders
          at an Annual Meeting of Stockholders may be made only (i) by or at the
          direction of the Board of Directors, or (ii) by any stockholder of the
          Corporation who was a stockholder of record at the time of giving the
          notice required by this Section 2.10 and who shall be entitled to vote
          at the meeting (or a duly authorized proxy therefor) and who complies
          with the notice procedures set forth in this Section 2.10.

               (2) For nominations or other proposals to be properly brought
          before an Annual Meeting of Stockholders by a stockholder pursuant to
          paragraph (a)(1) of this Section 2.10, the stockholder must have given
          timely notice thereof

                                       4

<PAGE>

          (including the information required hereby) in writing to the
          Secretary of the Corporation and any such proposal must otherwise be a
          proper matter for stockholder action. To be timely, a stockholder's
          notice shall be delivered to the Secretary at the principal executive
          offices of the Corporation not later than the close of business on the
          90th calendar day nor earlier than the close of business on the 120th
          calendar day prior to the first anniversary of the preceding year's
          annual meeting; provided, however, that in the event that the date of
          the annual meeting is more than 30 calendar days before or more than
          60 calendar days after such anniversary date, notice by the
          stockholder to be timely must be so delivered not earlier than the
          close of business on the 120th calendar day prior to such annual
          meeting and not later than the close of business on the later of the
          90th calendar day prior to such annual meeting or the 10th calendar
          day following the calendar day on which public announcement of the
          date of such meeting is first made by the Corporation. In no event
          shall the public announcement of an adjournment of an annual meeting
          commence a new time period for the giving of a stockholder's notice of
          a nomination or proposed action as described above. Such stockholder's
          notice shall set forth: (a) as to each person whom the stockholder
          proposes to nominate for election or reelection as a director, all
          information relating to such person that is required to be disclosed
          in a solicitation of proxies subject to Rule 14a-12(c) of Regulation
          14A under the Securities Exchange Act of 1934, as amended (the
          "Exchange Act"), or that is otherwise required pursuant to Regulation
          14A under the Exchange Act, including such person's written consent to
          being named as a nominee and to serving as a director if elected; (b)
          as to any other business that the stockholder proposes to bring before
          the meeting, a brief description of the business desired to be brought
          before the meeting, the reasons for conducting such business at the
          meeting and any material interest in such business of such stockholder
          and of any of such stockholder's affiliates (as defined below) and of
          any person who is the beneficial owner (as defined below), if any, of
          such stock; and (c) as to the stockholder giving the notice and each
          beneficial owner, if any, of such stock, the name and address of such
          stockholder, as they appear on the Corporation's stock ownership
          records, and the name and address of each beneficial owner of such
          stock and the class and number of shares of capital stock of the
          Corporation which are owned of record or beneficially by each such
          person.

          (b) Special Meetings of Stockholders. Only such business shall be
conducted at a special meeting of stockholders as shall have been brought before
the meeting pursuant to the Corporation's notice of meeting under Section 2.3 of
these bylaws. Nominations of persons for election to the Board of Directors at a
special meeting of stockholders at which directors are to be elected pursuant to
the Corporation's notice of meeting may be made only (i) by or at the direction
of the Board of Directors or (ii) provided that the Board of Directors has
determined that directors shall be elected at such meeting, by any stockholder
of the Corporation who is a stockholder of record at the time of giving the
notice required by this Section 2.10 and who shall be entitled to vote at the
meeting (or a duly authorized proxy therefor) and who complies with the notice
procedures set forth in this Section 2.10. In the event the Corporation calls a
special meeting of stockholders for the purpose of electing one or more
directors to the Board of Directors, for nominations to be properly brought
before the special meeting by a stockholder

                                       5

<PAGE>

pursuant to this paragraph, the stockholder must give notice thereof containing
the information required in the case of a nomination to be made by a stockholder
at an annual meeting of stockholders by paragraph (a)(2) of this Section 2.10 to
the Secretary of the Corporation at the principal executive offices of the
Corporation not earlier than the close of business on the 120th calendar day
prior to such special meeting and not later than the close of business on the
later of the 90th calendar day prior to such special meeting or the 10th
calendar day following the day on which public announcement is first made of the
date of the special meeting and of the nominees proposed by the Board of
Directors to be elected at such meeting. In no event shall the public
announcement of an adjournment of a special meeting commence a new time period
for the giving of a stockholder's notice of a nomination as described above.

          (c)  General.

               (1) Only such persons who are nominated in accordance with the
          procedures set forth in this Section 2.10 shall be eligible to serve
          as directors and only such business shall be conducted at a meeting of
          stockholders as shall have been brought before the meeting in
          accordance with the procedures set forth in this Section 2.10. Except
          as otherwise provided by law, the certificate of incorporation or
          these bylaws, the chairman of the meeting shall have the power and
          duty to determine whether a nomination or any business proposed to be
          brought before the meeting was made or proposed, as the case may be,
          in accordance with the procedures set forth in this Section 2.10 and,
          if any proposed nomination or business is not in compliance with this
          Section 2.10, to declare that such defective proposal or nomination
          shall be disregarded.

               (2) For purposes of this Section 2.10, "affiliate" in respect of
          a person shall mean another person who controls, is controlled by or
          is under common control with such person and the term "beneficially
          owns" (and variations thereof) shall have the same meaning as when
          used in Section 13(d) of the Exchange Act and Regulation 13D and 13G
          thereunder (or any successor provision of law). For purposes of this
          Section 2.10, "public announcement" shall mean disclosure in a press
          release reported by the Dow Jones News Service, Associated Press or
          comparable national news service or in a document publicly filed by
          the Corporation with the Securities and Exchange Commission pursuant
          to Section 13, 14 or 15(d) of the Exchange Act.

               (3) Notwithstanding the foregoing provisions of this Section
          2.10, (i) a stockholder shall also be required to comply with all
          applicable requirements of the Exchange Act and the rules and
          regulations thereunder with respect to the matters set forth in this
          Section 2.10 and nothing contained herein shall constitute a waiver by
          the Corporation or any stockholder of compliance therewith and (ii)
          nothing in this Section 2.10 shall be deemed to affect any rights (A)
          of stockholders to request inclusion of proposals in the Corporation's
          proxy statement pursuant to Rule 14a-8 under the Exchange Act (or any
          successor provision of law) or (B) of the holders of any series of
          preferred stock to elect directors in accordance with the provision of
          an applicable preferred stock designation.

                                       6

<PAGE>

                                  ARTICLE III

                               Board of Directors

     Section 3.1. Powers; Number; Qualifications. The business and affairs of
the Corporation shall be managed by or under the direction of the Board of
Directors, except as may be otherwise provided in the certificate of
incorporation. Pursuant to, and as more specifically provided in, the
certificate of incorporation, the Board of Directors shall be divided into three
classes. Except as may be otherwise provided in the certificate of
incorporation, the Board of Directors shall consist of not less than three (3)
nor more than fifteen (15) members, the number thereof to be fixed from time to
time by resolutions duly adopted by the Board of Directors. Directors need not
be stockholders.

     Section 3.2. Election; Term of Office; Resignation; Removal; Vacancies.
Except as provided in the next sentence, each director shall hold office until
the next election of directors and until his or her successor is elected and
qualified or until his or her earlier death, resignation or removal. Each
director in office at the time the Board of Directors is divided into three
classes pursuant to, and as more specifically provided in, the certificate of
incorporation, and directors in office thereafter shall hold office until the
next election of the class for which such director shall have been placed or
chosen, and until his or her successor is elected and qualified or until his or
her earlier death, resignation or removal. Any director may resign at any time
upon written notice to the Board of Directors or to the Chief Executive Officer
or the Secretary of the Corporation. Except where otherwise provided by the
certificate of incorporation or these bylaws, such resignation shall take effect
at the time specified therein and, unless otherwise specified therein, no
acceptance of such resignation shall be necessary to make it effective. A
vacancy occurring on the Board of Directors, including, without limitation, a
vacancy resulting from an increase in the number of directors, may only be
filled by a majority of the remaining directors or by the sole remaining
director in office. Any director elected or appointed to fill a vacancy shall
hold office until the next election of the class of directors of the director
which such director replaced, until his or her successor is elected and
qualified or until his or her earlier death, resignation or removal.

     Section 3.3. Regular Meetings. Regular meetings of the Board of Directors
may be held at such places within or without the State of Delaware and at such
times as the Board may from time to time determine, and if so determined notice
thereof need not be given.

     Section 3.4. Special Meetings. Special meetings of the Board of Directors
may be held at any time or place within or without the State of Delaware
whenever called by the Chairman of the Board, if any, by the Vice Chairman of
the Board, if any, by the President or by a majority of the directors.
Reasonable notice thereof shall be given by the person or persons calling the
meeting.

                                       7

<PAGE>

     Section 3.5. Participation in Meetings by Conference Telephone Permitted.
Unless otherwise restricted by the certificate of incorporation or these bylaws,
members of the Board of Directors, or any committee designated by the Board, may
participate in a meeting of the Board or of such committee, as the case may be,
by means of conference telephone or other communications equipment by means of
which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this bylaw shall constitute presence in
person at such meeting.

     Section 3.6. Quorum; Vote Required for Action. At all meetings of the Board
of Directors a majority of the entire Board shall constitute a quorum for the
transaction of business. The vote of a majority of the directors present at a
meeting at which a quorum is present shall be the act of the Board unless the
certificate of incorporation or these bylaws shall require a vote of a greater
number. If at any meeting of the Board a quorum shall not be present, the
members of the Board present may adjourn the meeting from time to time until a
quorum shall be present.

     Section 3.7. Organization. Meetings of the Board of Directors shall be
presided over by the Chairman of the Board, if any, or in the absence of the
Chairman of the Board by the Vice Chairman of the Board, if any, or in the
absence of the Vice Chairman of the Board by the President, or in their absence
by a chairman chosen at the meeting. The Secretary, or in the absence of the
Secretary an Assistant Secretary, shall act as secretary of the meeting, but in
the absence of the Secretary and any Assistant Secretary the chairman of the
meeting may appoint any person to act as secretary of the meeting.

     Section 3.8. Action by Directors Without a Meeting. Any action required or
permitted to be taken at any meeting of the Board of Directors, or of any
committee thereof, may be taken without a meeting if all members of the Board or
of such committee, as the case may be, consent thereto in writing or by
electronic transmission or transmissions, and the writing or writings or
electronic transmission or transmissions are filed with the minutes of
proceedings of the Board or committee.

     Section 3.9. Compensation of Directors. Unless otherwise restricted by the
certificate of incorporation, the Board of Directors shall have the authority to
fix the compensation of directors.

                                   ARTICLE IV

                                   Committees

     Section 4.1. Committees. A majority of the Board of Directors may designate
one or more committees, each committee to consist of one or more of the
directors of the Corporation. The Board 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. In the absence or disqualification of a
member of a committee, the member or members thereof 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 to act at the
meeting in the place of any such absent or disqualified member. Any such
committee, to the extent provided in

                                       8

<PAGE>

the resolution of the Board of Directors or in these bylaws, shall have and may
exercise all the powers and authority 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 in reference to the following
matters: (i) approving or adopting, or recommending to the stockholders, any
action or matter expressly required by law to be submitted to stockholders for
approval, (ii) adopting, amending or repealing these bylaws or (iii) removing or
indemnifying or advancing expenses to directors.

     Section 4.2. Committee Rules. Unless the Board of Directors otherwise
provides, each committee designated by the Board may adopt, amend and repeal
rules for the conduct of its business. In the absence of a provision by the
Board or a provision in the rules of such committee to the contrary, a majority
of the entire authorized number of members of such committee shall constitute a
quorum for the transaction of business, the vote of a majority of the members
present at a meeting at the time of such vote if a quorum is then present shall
be the act of such committee, and in other respects each committee shall conduct
its business in the same manner as the Board conducts its business pursuant to
Article III of these bylaws.

                                    ARTICLE V

                                    Officers

     Section 5.1. Officers; Election. The Board of Directors shall elect a Chief
Executive Officer, a President and a Secretary, and it may, if it so determines,
elect from among its members a Chairman of the Board and a Vice Chairman of the
Board. The Board may also elect one or more Vice Presidents, one or more
Assistant Vice Presidents, one or more Assistant Secretaries, a Treasurer and
one or more Assistant Treasurers and such other officers as the Board may deem
desirable or appropriate and may give any of them such further designations or
alternate titles as it considers desirable. Any number of offices may be held by
the same person unless the certificate of incorporation or these bylaws
otherwise provide.

     Section 5.2. Term of Office; Resignation; Removal; Vacancies. Unless
otherwise provided in the resolution of the Board of Directors electing any
officer, each officer shall hold office until his or her successor is elected
and qualified or until his or her earlier death, resignation or removal. Any
officer may resign at any time upon written notice to the Board or to the Chief
Executive Officer or the Secretary of the Corporation. Such resignation shall
take effect at the time specified therein, and unless otherwise specified
therein no acceptance of such resignation shall be necessary to make it
effective. The Board may remove any officer with or without cause at any time.
Any such removal shall be without prejudice to the contractual rights of such
officer, if any, with the Corporation, but the election of an officer shall not
of itself create contractual rights. Any vacancy occurring in any office of the
Corporation by death, resignation, removal or otherwise may be filled by the
Board at any regular or special meeting.

     Section 5.3. Powers and Duties. The officers of the Corporation shall have
such powers, authority and duties in the management of the Corporation as shall
be stated in these bylaws or in a resolution of the Board of Directors which is
not inconsistent with these bylaws and, to the extent not so stated, as
generally pertain to their respective offices, subject to the

                                       9

<PAGE>

control of the Board. The Secretary shall have the duty to record the
proceedings of the meetings of the stockholders, the Board of Directors and any
committees in a book to be kept for that purpose. The Board may require any
officer, agent or employee to give security for the faithful performance of his
or her duties.

                                   ARTICLE VI

                                      Stock

     Section 6.1. Certificates. Every holder of stock in the Corporation shall
be entitled to have a certificate signed by or in the name of the Corporation by
the Chairman or Vice Chairman of the Board of Directors, if any, or the Chief
Executive Officer, the President or a Vice President, and by the Treasurer or an
Assistant Treasurer, or the Secretary or an Assistant Secretary, of the
Corporation, representing the number of shares of stock in the Corporation owned
by such holder. If such certificate is manually signed by one officer or
manually countersigned by a transfer agent or by a registrar, any other
signature on the certificate may be a facsimile. In case any officer, transfer
agent or registrar who has signed or whose facsimile signature has been placed
upon a certificate shall have ceased to be such officer, transfer agent or
registrar before such certificate is issued, it may be issued by the Corporation
with the same effect as if such person were such officer, transfer agent or
registrar at the date of issue.

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

     Section 6.2. Lost, Stolen or Destroyed Stock Certificates; Issuance of New
Certificates. The Corporation may issue a new certificate of stock in the place
of any certificate theretofore issued by it, alleged to have been lost, stolen
or destroyed, and the Corporation may require the owner of the lost, stolen or
destroyed certificate, or such owner's legal representative, to give the
Corporation a bond sufficient to indemnify it against any claim that may be made
against it on account of the alleged loss, theft or destruction of any such
certificate or the issuance of such new certificate.

     Section 6.3. Electronic Securities Recordation. Notwithstanding the
provisions of Sections 6.1 and 6.2 of this Article VI, the Corporation may adopt
a system of issuance, recordation and transfer of its shares by electronic or
other means not involving any issuance of certificates, provided the use of such
system by the Corporation is permitted in accordance with applicable law.

                                       10

<PAGE>

                                   ARTICLE VII

                                  Miscellaneous

     Section 7.1. Fiscal Year. The fiscal year of the Corporation shall be
determined by the Board of Directors.

     Section 7.2. Seal. The Corporation may have a corporate seal which shall
have the name of the Corporation inscribed thereon and shall be in such form as
may be approved from time to time by the Board of Directors. The corporate seal
may be used by causing it or a facsimile thereof to be impressed or affixed or
in any other manner reproduced.

     Section 7.3. Waiver of Notice of Meetings of Stockholders, Directors and
Committees. Whenever notice is required to be given by law or under any
provision of the certificate of incorporation or these bylaws, a written waiver
thereof, signed by the person entitled to notice, or a waiver by electronic
transmission by the person entitled to notice, whether before or after the time
stated therein, shall be deemed equivalent to notice. Attendance of a person at
a meeting shall constitute a waiver of notice of such meeting, except when the
person attends a meeting for the express purpose of objecting, at the beginning
of the meeting, to the transaction of any business because the meeting is not
lawfully called or convened. Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the stockholders, directors or
members of a committee of directors need be specified in any written waiver of
notice or any waiver by electronic transmission unless so required by the
certificate of incorporation or these bylaws.

     Section 7.4. Indemnification and Insurance. (A) Each person who was or is
made a party or is threatened to be made a party to or is involved in any
action, suit, or proceeding, whether civil, criminal, administrative or
investigative (hereinafter a "proceeding"), by reason of the fact that such
person or a person of whom such person is the legal representative is or was a
director or officer of the Corporation or is or was serving at the request of
the Corporation as a director, officer, employee or agent of another corporation
or of a partnership, joint venture, trust or other enterprise, including service
with respect to employee benefit plans maintained or sponsored by the
Corporation, whether the basis of such proceeding is alleged action in an
official capacity as a director, officer, employee or agent or in any other
capacity while serving as a director, officer, employee or agent, shall be
indemnified and held harmless by the Corporation to the fullest extent
authorized by the General Corporation Law of the State of Delaware as the same
exists as of the date of the adoption of these bylaws or may thereafter be
amended (but, in the case of any such amendment, only to the extent that such
amendment permits the Corporation to provide broader indemnification rights than
said law permitted the Corporation to provide prior to such amendment), against
all expense, liability and loss (including attorneys' fees, judgments, fines,
ERISA excise taxes or penalties and amounts paid or to be paid in settlement)
reasonably incurred or suffered by such person in connection therewith, and such
indemnification shall continue as to a person who has ceased to be a director,
officer,

                                       11

<PAGE>

employee or agent and shall inure to the benefit of such person's heirs,
executors and administrators; provided, however, that except as provided in
paragraph (C) of this bylaw, the Corporation shall indemnify any such person
seeking indemnification in connection with a proceeding (or part thereof)
initiated by such person only if such proceeding (or part thereof) was
authorized by the Board of Directors. The right to indemnification conferred in
this bylaw shall be a contract right and shall include the right to be paid by
the Corporation the expenses incurred in defending any such proceeding in
advance of its final disposition, such advances to be paid by the Corporation
within 20 days after the receipt by the Corporation of a statement or statements
from the claimant requesting such advance or advances from time to time;
provided, however, that if the General Corporation Law of the State of Delaware
requires, the payment of such expenses incurred by a director or officer in such
person's capacity as a director or officer (and not in any other capacity in
which service was or is rendered by such person while a director or officer,
including, without limitation, service to an employee benefit plan) in advance
of the final disposition of a proceeding, shall be made only upon delivery to
the Corporation of an undertaking by or on behalf of such director or officer,
to repay all amounts so advanced if it shall ultimately be determined that such
director or officer is not entitled to be indemnified under this bylaw or
otherwise.

     (B) To obtain indemnification under this bylaw, a claimant shall submit to
the Corporation a written request, including therein or therewith such
documentation and information as is reasonably available to the claimant and is
reasonably necessary to determine whether and to what extent the claimant is
entitled to indemnification. Upon written request by a claimant for
indemnification pursuant to the first sentence of this paragraph (B), a
determination, if required by applicable law, with respect to the claimant's
entitlement thereto shall be made as follows: (i) by the Board of Directors by a
majority vote of a quorum consisting of Disinterested Directors (as hereinafter
defined), or (ii) if a quorum of the Board of Directors consisting of
Disinterested Directors is not obtainable or, even if obtainable, such quorum of
Disinterested Directors so directs, by Independent Counsel in a written opinion
to the Board of Directors, a copy of which shall be delivered to the claimant,
or (iii) if a quorum of Disinterested Directors so directs, by the stockholders
of the Corporation. If it is so determined that the claimant is entitled to
indemnification, payment to the claimant shall be made within 10 days after such
determination.

     (C) If a claim under paragraph (A) of this bylaw is not paid in full by the
Corporation within 30 days after a written claim pursuant to paragraph (B) of
this bylaw has been received by the Corporation, the claimant may at any time
thereafter bring suit against the Corporation to recover the unpaid amount of
the claim and, if successful in whole or in part, the claimant shall be entitled
to be paid also the expense of prosecuting such claim. It shall be a defense to
any such action (other than an action brought to enforce a claim for expenses
incurred in defending any proceeding in advance of its final disposition where
the required undertaking, if any is required, has been tendered to the
Corporation) that the claimant has not met the standard of conduct which makes
it permissible under the General Corporation Law of the State of Delaware for
the Corporation to indemnify the claimant for the amount claimed, but the burden
of proving such defense shall be on the Corporation. Neither the failure of the
Corporation (including its Board of Directors, Independent Counsel or
stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because such claimant has met the applicable standard of conduct set forth in
the General

                                       12

<PAGE>

Corporation Law of the State of Delaware, nor an actual determination by the
Corporation (including its Board of Directors, Independent Counsel or
stockholders) that the claimant has not met such applicable standard of conduct,
shall be a defense to the action or create a presumption that the claimant has
not met the applicable standard of conduct.

     (D) If a determination shall have been made pursuant to paragraph (B) of
this bylaw that the claimant is entitled to indemnification, the Corporation
shall be bound by such determination in any judicial proceeding commenced
pursuant to paragraph (C) of this bylaw.

     (E) The Corporation shall be precluded from asserting in any judicial
proceeding commenced pursuant to paragraph (C) of this bylaw that the procedures
and presumptions of this bylaw are not valid, binding and enforceable and shall
stipulate in such proceeding that the Corporation is bound by all the provisions
of this bylaw.

     (F) The right to indemnification and the payment of expenses incurred in
defending a proceeding in advance of its final disposition conferred in this
bylaw shall not be exclusive of any other right which any person may have or
hereafter acquire under any statute, provision of the Certificate of
Incorporation, bylaws, agreement, vote of stockholders or Disinterested
Directors or otherwise. No repeal or modification of this bylaw shall in any way
diminish or adversely affect the rights of any director, officer, employee or
agent of the Corporation hereunder in respect of any occurrence or matter
arising prior to any such repeal or modification.

     (G) The Corporation may maintain insurance, at its expense, to protect
itself and any director, officer, employee or agent of the Corporation or
another corporation, partnership, joint venture, trust or other enterprise
against any expense, liability or loss, whether or not the Corporation would
have the power to indemnify such person against such expense, liability or loss
under the General Corporation Law of the State of Delaware. To the extent that
the Corporation maintains any policy or policies providing such insurance, each
such director or officer, and each such agent or employee to which rights to
indemnification have been granted as provided in paragraph (H) of this bylaw,
shall be covered by such policy or policies in accordance with its or their
terms to the maximum extent of the coverage thereunder for any such director,
officer, employee or agent.

     (H) The Corporation may, to the extent authorized from time to time by the
Board of Directors, grant rights to indemnification, and rights to be paid by
the Corporation the expenses incurred in defending any proceeding in advance of
its final disposition, to any employee or agent of the Corporation to the
fullest extent of the provisions of this bylaw with respect to the
indemnification and advancement of expenses of directors and officers of the
Corporation.

     (I) If any provision or provisions of this bylaw shall be held to be
invalid, illegal or unenforceable for any reason whatsoever: (1) the validity,
legality and enforceability of the remaining provisions of this bylaw
(including, without limitation, each portion of any paragraph of this bylaw
containing any such provision held to be invalid, illegal or unenforceable, that
is not itself held to be invalid, illegal or unenforceable) shall not in any way
be affected or impaired thereby; and (2) to the fullest extent possible, the
provisions of this bylaw (including, without limitation, each such portion of
any paragraph of this bylaw containing any such provision held to be invalid,
illegal or unenforceable) shall be construed so as to give effect to the intent

                                       13

<PAGE>

manifested by the provision held invalid, illegal or unenforceable.

     (J) For purposes of this bylaw:

          (1) "Disinterested Director" means a director of the Corporation who
is not and was not a party to the matter in respect of which indemnification is
sought by the claimant.

          (2) "Independent Counsel" means a law firm, a member of a law firm, or
an independent practitioner, that is experienced in matters of corporation law
and shall include any person who, under the applicable standards of professional
conduct then prevailing, would not have a conflict of interest in representing
either the Corporation or the claimant in an action to determine the claimant's
rights under this bylaw.

     (K) Any notice, request or other communication required or permitted to be
given to the Corporation under this bylaw shall be in writing and either
delivered in person or sent by telecopy, telex, telegram, overnight mail or
courier service, or certified or registered mail, postage prepaid, return
receipt requested, to the Secretary of the Corporation and shall be effective
only upon receipt by the Secretary.

     Section 7.5. Interested Directors; Quorum. No contract or transaction
between the Corporation and one or more of its directors or officers, or between
the Corporation and any other corporation, partnership, association or other
organization in which one or more of its directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the Board of Directors or committee thereof which
authorizes the contract or transaction, or solely because his or her or their
votes are counted for such purpose, if: (1) the material facts as to his or her
relationship or interest and as to the contract or transaction are disclosed or
are known to the Board or the committee, and the Board or committee in good
faith authorizes the contract or transaction by the affirmative votes of a
majority of the disinterested directors, even though the disinterested directors
be less than a quorum; or (2) the material facts as to his or her relationship
or interest and as to the contract or transaction are disclosed or are known to
the stockholders entitled to vote thereon, and the contract or transaction is
specifically approved in good faith by vote of the stockholders; or (3) the
contract or transaction is fair as to the Corporation as of the time it is
authorized, approved or ratified, by the Board, a committee thereof or the
stockholders. Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or of a committee
which authorizes the contract or transaction.

     Section 7.6. Form of Records. Any records maintained by the Corporation in
the regular course of its business, including its stock ledger, books of account
and minute books, may be kept on, or be in the form of, punch cards, magnetic
tape, photographs, microphotographs or any other information storage device,
provided that the records so kept can be converted into clearly legible form
within a reasonable time.

     Section 7.7. Inconsistent Provisions with Certificate of Incorporation. In
the event of any conflict between the provisions of these bylaws and the
provisions of the certificate of

                                       14

<PAGE>

incorporation of the Corporation, the provisions of the certificate of
incorporation of the Corporation shall govern and control.

     Section 7.8. Amendment of Bylaws. Except to the extent provided in the
certificate of incorporation, these bylaws may be amended or repealed, and new
bylaws adopted, by the Board of Directors, but the stockholders entitled to vote
may adopt additional bylaws and may amend or repeal any bylaw whether or not
adopted by them at a meeting duly called for that purpose by an affirmative vote
of the holders of not less than eighty percent (80%) of the voting power of all
outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors, considered for purposes hereof as a
single class.

                                       15