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                                                                     EXHIBIT 3.2


                              INDYMAC BANCORP, INC.
                             A DELAWARE CORPORATION

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                           AMENDED AND RESTATED BYLAWS

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                                    ARTICLE I

                                     OFFICES

     SECTION 1. Registered Office. The registered office of the Corporation in
the State of Delaware shall be located at the principal place of business in
that state of the entity acting as the corporation's registered agent in the
State of Delaware.

     SECTION 2. Principal Executive Office. The principal executive office of
the Corporation shall be in the City of Pasadena, State of California.

     SECTION 3. 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

                            MEETINGS OF STOCKHOLDERS

     SECTION 1. Place of Meetings. Meetings of stockholders shall be held on
such date, at such time and at such place within the United States as shall be
determined from time to time by the Board of Directors and stated in the notice
of meeting or in a duly executed waiver of notice thereof.

     SECTION 2. Annual Meeting. The annual meeting of stockholders of the
Corporation shall be held on such date, at such time and at such place as shall
be designated annually by the Board of Directors and stated in the notice of the
meeting or in a duly executed waiver of notice thereof, at which meeting the
stockholders shall elect a Board of Directors and transact such other business
as may properly be brought before the meeting.

     SECTION 3. Special Meetings. At any time in the interval between annual
meetings, special meetings of the stockholders, unless otherwise provided by law
or by the Certificate of Incorporation, may be called by a majority of the Board
of Directors, the President or the Chairman of the Board of Directors. The date,
time and place of a special meeting shall be determined by the Board of
Directors or the officer calling the meeting and shall be stated in the written
notice of the meeting, which notice shall state the purpose or purposes for
which the meeting is called. Business of the Corporation transacted at any
special meeting of stockholders by whomever called shall be limited to the
purposes stated in the written notice thereof.

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     SECTION 4. Notice of Meetings; Waiver of Notice; Adjournment. Not less than
ten nor more than sixty days before the date of every stockholders' meeting, the
Secretary shall give to each stockholder of record entitled to vote at such
meeting, and to each stockholder not entitled to vote who is entitled by statute
to notice, written or printed notice stating the date, time and place of the
meeting and the purpose or purposes for which the meeting is called, either by
mail or by presenting it personally to the stockholder or by leaving it at his
residence or usual place of business. If mailed with postage thereon prepaid,
such notice shall be deemed to be given when deposited in the United States mail
addressed to the stockholder at his address as it appears on the records of the
Corporation.

     Notice of any meeting of stockholders shall be deemed waived by any
stockholder who shall attend such meeting in person or by proxy, or who shall,
either before or after the meeting, submit a signed waiver of notice which is
filed with the records of the meeting. When a meeting is adjourned to another
time and place, unless the Board of Directors after the adjournment shall fix a
new record date for an adjourned meeting or the adjournment is for more than
thirty days after the original record date, notice of such adjourned meeting
need not be given if the time and place to which the meeting shall be adjourned
were announced at the meeting at which the adjournment is taken.

     SECTION 5. Quorum. At any meeting of stockholders the presence in person or
by proxy of stockholders entitled to cast a majority of the shares of stock
entitled to vote at the meeting shall constitute a quorum, unless otherwise
provided by any statute or by the Certificate of Incorporation. In the absence
of a quorum no business may be transacted, except that the holders of a majority
of the shares of stock present in person or by proxy and entitled to vote may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, except as required by Section 4 above, until a quorum shall be
present or represented. At such adjourned meeting at which a quorum shall be
present or represented any business may be transacted which might have been
transacted at the meeting as originally noticed.

     SECTION 6. Voting. The affirmative vote of a majority of the shares of
common stock which are present in person or represented by proxy and entitled to
vote on the matter at a meeting of stockholders, duly called and at which a
quorum is present, shall be sufficient to constitute the act of the stockholders
as to any matter which properly comes before the meeting, unless more than a
majority of the votes shall be required by statute or by the Certificate of
Incorporation. If a vote shall be taken on any question other than the election
of directors (which shall be by written ballot), then unless required by statute
or these bylaws, or determined by the chairman of the meeting to be advisable,
any such vote need not be by ballot. On a vote by ballot, each ballot shall be
signed by the stockholders voting, or by his proxy, and shall state the number
of shares voted.

     Unless a statute or the Certificate of Incorporation provides otherwise,
each holder of record of outstanding shares of stock of the Corporation having
voting power shall be entitled to one vote for every share of such stock on each
matter submitted to a vote at a meeting of stockholders. A stockholder may vote
only the shares owned by him as shown an the record of stockholders of the
Corporation as of the record date determined pursuant to Section 7 below or

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pursuant to applicable law and may cast his shares in person or by proxy
executed in writing by the stockholder or by his duly authorized
attorney-in-fact, but no proxy shall be valid after three years from its date,
unless otherwise provided in the proxy. At all meetings of stockholders, unless
the voting is conducted by inspectors, all questions relating to the
qualification of voters and the validity of proxies and the acceptance or
rejection of votes shall be decided by the chairman of the meeting.

     SECTION 7. Fixing of Record Date. The Board of Directors may fix, in
advance, a record date not more than sixty not less than ten days before the
date then fixed for the action requiring determination by the stockholders. All
persons who were holders of record of shares at such time, and no others, shall
be entitled to vote at such meeting and any adjournment thereof.

     SECTION 8. Organization and Order of Business. At each meeting of the
stockholders, the Chairman of the Board of Directors, or in his absence or
inability to act, the President, or in the absence or inability to act of the
Chairman of the Board and the President, a Vice President, shall act as chairman
of the meeting. The Secretary, or in his absence or inability to act, any person
appointed by the chairman of the meeting, shall act as secretary of the meeting
and keep the minutes thereof. The order of business at all meetings of the
stockholders shall be as determined by the chairman of the meeting.

     SECTION 9. Inspectors. The Board of Directors may, in advance of any
meeting of stockholders, appoint one or more inspectors to act at such meeting
or any adjournment thereof. If the inspectors shall not be so appointed or if
any of them shall fail to appear or act, the chairman of the meeting may, and on
the request of any stockholder entitled to vote thereat shall, appoint
inspectors. Each inspector, before entering upon the discharge of his duties,
shall take and sign an oath to execute faithfully the duties of inspector at
such meeting with strict impartiality and according to the best of his ability.
The inspectors shall determine the number of shares represented at the meeting,
the existence of a quorum, 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 to 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 chairman of the meeting or any stockholder entitled to vote thereat, the
inspectors shall make a report in writing of any challenge, request or matter
determined by them and shall execute a certificate of any fact found by them. No
director or candidate for the office of director shall act as inspector of an
election of directors. Inspectors need not be stockholders.

     SECTION 10. Nomination of Directors. 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 of the Corporation 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 of Directors may be made at any annual meeting of
stockholders, or at any special meeting of stockholders called for the purpose
of electing directors, (a) by or at the direction of the Board of Directors (or
any duly authorized committee

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thereof) or (b) by any stockholder of the Corporation (i) who is a stockholder
of record on the date of the giving of the notice provided for in this Section
10 and on the record date for the determination of stockholders entitled to vote
at such meeting and (ii) who complies with the notice procedures set forth in
this Section 10.

     In addition to any other applicable requirements, for a nomination to be
made by a stockholder, such stockholder must have given timely notice thereof in
proper written form to the Secretary of the Corporation.

     To be timely, a stockholder's notice to the Secretary must be delivered to
or mailed and received at the principal executive offices of the Corporation (a)
in the case of an annual meeting, not less than ninety (90) days nor more than
one hundred twenty (120 ) days prior to the anniversary date of the immediately
preceding annual meeting of stockholders; provided, however, that in the event
that the annual meeting is called for a date that is not within thirty (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
(10th) day following the day on which such notice of the date of the annual
meeting was mailed or such public disclosure of the date of the annual meeting
was made, whichever first occurs; and (b) 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 (10th) day following the day on which notice of
the date of the special meeting was mailed or public disclosure of the date of
the special meeting was made, whichever first occurs.

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

     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 10.
If the Chairman of

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the meeting determines that a nomination was not made in accordance with the
foregoing procedures, the Chairman shall declare to the meeting that the
nomination was defective and such defective nomination shall be disregarded.

     SECTION 11. Notice of Meetings. No business may be transacted at an annual
meeting of stockholders, other than business that is either (a) specified in the
notice of meeting (or any supplement thereto) given by or at the direction of
the Board of Directors (or any duly authorized committee thereof), (b) otherwise
properly brought before the annual meeting of stockholders by or at the
direction of the Board of Directors (or any duly authorized committee thereof)
or (c) otherwise properly brought before the annual meeting by any stockholder
of the Corporation (i) who is a stockholder of record on the date of the giving
of the notice provided for in this Section and on the record date for the
determination of stockholders entitled to vote at such annual meeting and (ii)
who complies with the notice procedures set forth in this Section.

     In addition to any other applicable requirements, for business to be
properly brought before an annual meeting by a stockholder, such stockholder
must have given timely notice thereof in proper written form to the Secretary of
the Corporation.

     To be timely, a stockholder's notice to the Secretary must be delivered to
or mailed and received at the principal executive offices of the Corporation not
less than ninety (90) days nor more than one hundred twenty (120) days prior to
the anniversary date of the immediately preceding annual meeting of
stockholders; provided, however, that in the event that the annual meeting is
called for a date that is not within thirty (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 (10th) day following
the day on which such notice of the date of the annual meeting was mailed or
such public disclosure of the date of the annual meeting was made, whichever
first occurs.

     To be in proper written form, a stockholder's notice to the Secretary 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
annual meeting and the reasons for conducting such business at the annual
meeting, (ii) the name and record address of such 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, (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.

     No business shall be conducted at the annual meeting of stockholders except
business brought before the annual meeting in accordance with the procedures set
forth in this Section 11, provided, however, that, once business has been
properly brought before the annual meeting in accordance with such procedures,
nothing in this Section 11 shall be deemed to preclude discussion by any
stockholder of any such business. If the Chairman of an annual meeting
determines that business was not properly brought before the annual meeting in

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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.


                                   ARTICLE III

                               BOARD OF DIRECTORS

     SECTION 1. Number of Directors. The number of directors of the Corporation
shall be six. By vote of a majority of the entire Board of Directors, the number
of directors fixed by these Bylaws may be increased or decreased by resolution
from time to time, but may not exceed nine nor be less than three. The tenure of
office of a director shall not be affected by any decrease in the number of
directors so made by the Board.

     SECTION 2. General Powers. The business and affairs of the Corporation
shall be managed under the direction of its Board of Directors, which may
exercise all of the powers of the Corporation, except such as are by law or by
the Certificate of Incorporation or by these Bylaws conferred upon or reserved
to the stockholders.

     SECTION 3. Affiliations of Board Members. As used in these Bylaws, the term
"Affiliate" of another person means any person directly or indirectly owning,
controlling, or holding with power to vote, five percent (5%) or more of the
outstanding voting securities of such other person or of any person directly or
indirectly controlling, controlled by or under common control with such other
person; any person five percent (5%) or more of whose outstanding voting
securities are directly or indirectly owned, controlled or held with power to
vote by such other person; any person directly or indirectly controlling,
controlled by or under common control with, such other person, and, any officer,
director, partner, or employee of such other person. The term "person" includes
a natural person, corporation, partnership, trust, company or other entity.

     SECTION 4. Election and Term. Until the first annual meeting of
stockholders or until successors are duly elected and qualified, the Board shall
consist of the persons named as such in the Certificate of Incorporation. At the
first annual meeting of stockholders and at each annual meeting thereafter, the
stockholders shall elect directors, who need not be stockholders in the
Corporation, to hold office until the next annual meeting and until their
successors are elect and qualified or until their earlier resignation or
removal. Directors are eligible for re-election, and a director may resign at
any time by giving written notice to the Corporation.

     SECTION 5. Vacancies. Any vacancy occurring in the Board of Directors for
any cause other than by reason of increase in the number of directors may be
filled by a majority of the remaining members of the Board of Directors,
although such majority is less than a quorum. Any vacancy occurring by reason of
an increase in the number of directors may be filled by action of a majority of
the entire Board of Directors. The vacancy for any reason of any director shall
be filled by a majority vote of the remaining members of the Board of Directors.
A director elected by the Board of Directors to fill a vacancy shall be elected
to hold office until the next annual meeting of stockholders and until his or
her successor is elected and qualifies.

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     SECTION 6. Removal of Directors. Any director may be removed either with or
without cause, as provided by the General Corporation Law of the State of
Delaware.

     SECTION 7. Place of Meetings. Meetings of the Board of Directors, regular
or special, may be held in or out of the State of Delaware at such place as the
Board of Directors may from time to time determine or as shall be specified in
the notice of such meeting.

     SECTION 8. Annual Meeting. The first meeting of each newly elected Board of
Directors shall be held as soon as practicable after the annual meeting of the
stockholders at which the directors were elected. The meeting may be held at
such time and place as shall be specified in a notice given as hereinafter
provided for special meetings of the Board of Directors. or as shall be
specified in a written waiver signed by all of the directors, except that no
notice shall be necessary if such meeting is held immediately after the
adjournment, and at the site, of the annual meeting of stockholders.

     SECTION 9. Regular Meetings. Regular meetings of the Board of Directors may
be held without notice at such time and place as shall from time to time be
determined by the Board of Directors.

     SECTION 10. Special Meetings. Special meetings of the Board of Directors
may be called by two or more directors of the Corporation or by the Chairman of
the Board of Directors or the President.

     SECTION 11. Notice of Special Meetings. Notice of each special meeting of
the Board of Directors shall be given by the Secretary as hereinafter provided.
Such notice shall state the time and place of the meeting. Notice of each such
meeting shall be delivered to each director, either personally or by telephone,
telegraph, cable or wireless, at least twenty-four hours before the time at
which such meeting is to be held, or by first-class mail, postage prepaid, or
established nationwide courier service, delivery cost prepaid, addressed to each
director at his or her post-office address as it appears on the records of the
Corporation, at least four days before the day on which such meeting is to be
held. If mailed, such notice shall be deemed to be given when deposited in the
United States mail addressed to the director at his or her address as it appears
in the records of the Secretary. Special meetings of the Board of Directors may
be held at any time without notice if all directors are present or if those
directors not present waive notice of the meeting in writing either before or
after the date of the meeting.

     SECTION 12. Quorum and Voting. At all meetings of the Board of Directors, a
majority of the entire Board of Directors shall constitute a quorum for the
transaction of business, and the action of a majority of the directors present
at any meeting at which a quorum is present shall be the action of the Board of
Directors unless the concurrence of a greater proportion is required for such
action by statute, the Certificate of Incorporation or these Bylaws. If a quorum
shall not be present at any meeting of directors, the directors present at the
meeting may by a majority vote adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.

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     Notwithstanding the first paragraph of this Section 12, any action
pertaining to a transaction involving the Corporation in which any director or
officer of the Corporation or any Affiliate of any of the foregoing persons has
an interest shall be approved in specific as to any isolated transactions or in
general as to any series of similar transactions by a majority of the members of
the Board of Directors who are not Affiliates of such interested party, even if
the non-interested directors constitute less than a quorum. In approving any
such transaction or series of transactions the non-interested directors must
determine that

          (a) the transaction as contemplated is fair as to the Corporation and
     its stockholders at the time it is authorized, approved or ratified; and

          (b) if an acquisition of property other than mortgage loans is
     involved, the total consideration is not in excess of the appraised value
     of such property being acquired.

     SECTION 13. Organization. The Chairman of the Board shall preside at each
meeting of the Board. In the absence or inability of the Chairman of the Board
to preside at a meeting, the President, or, in his absence or inability to act,
another director chosen by a majority of the directors present, shall act as
chairman of the meeting and preside thereat. The Secretary (or, in his absence
or inability to act, any person appointed by the Chairman) shall act as
secretary of the meeting and keep the minutes thereof.

     SECTION 14. Meeting by Conference Telephone. Members of the Board of
Directors may participate in a meeting of the Board of Directors or any
committee thereof by means of a conference telephone or similar communications
equipment if all persons participating in the meeting can hear each other at the
same time. Participation in a meeting by these means constitutes presence in
person at a meeting.

     SECTION 15. Consent in Lieu of 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 a written consent to such action is signed by
all members of the Board of Directors or of such committee, as the case may be,
and such written consent is filed with the minutes of proceedings of the Board
or committee.

     SECTION 16. Compensation. Directors may receive compensation for services
to the Corporation in their capacities as directors in such manner and in such
amounts as may be fixed from time to time by the Board of Directors, and
expenses of attendance at each regular or special meeting of the Board of
Directors, or of any committee thereof.

     SECTION 17. Investment Policies and Restrictions. The investment policies
of the Corporation and the restrictions thereon shall be established from time
to time by the Board of Directors.

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                                   ARTICLE IV

                             COMMITTEES OF DIRECTORS

     SECTION 1. Executive and Other Committees. The Board of Directors may, by
resolution adopted by a majority of the Board, appoint from among its members an
Executive Committee, an Audit Committee or other committees each composed of two
or more directors. Any such committee 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 except that no such committee shall
have such power or authority with respect to amending the Bylaws or Certificate
of Incorporation, adopting an agreement of merger or consolidation, recommending
to shareholders the sale, lease or exchange of all or substantially all of the
Corporation's property or assets or the dissolution or the revocation of a
dissolution of the Corporation, and, unless the resolution or the Bylaws or
Certificate of Incorporation specifically so provides, no such committee shall
have the power or authority to declare a dividend, to authorize the issuance of
stock or to adopt a certificate of ownership and merger.

     SECTION 2. Minutes and Reports. The committees shall keep minutes of their
proceedings and shall report the same to the Board of Directors when requested
to do so, and any action taken by the committees shall be subject to revision
and alteration by the Board of Directors, provided that no rights of third
persons shall be affected by any such revision or alteration.

     SECTION 3. Notice. Notice of committee meetings shall be given in the same
manner as notice for special meetings of the Board, and a waiver thereof in
writing, signed by the directors entitled to such notice and filed with the
records of the meeting, whether before or after the holding thereof, or actual
attendance at the committee meeting in person shall be deemed equivalent to the
giving of such notice to such director.

     SECTION 4. Quorum, Voting and General. One-third, but not less than two, of
the members of any committee shall be present in person at any meeting of such
committee in order to constitute a quorum for the transaction of business. The
act of a majority of the committee members present at such meeting shall be an
act of the committee. The Board may designate a chairman of any committee and
such chairman or any two members of any committee may fix the time and place of
its meetings unless the Board shall otherwise provide. In the event of the
absence or disqualification of any member of any committee, the member or
members thereof present at any meeting and not disqualified from voting, whether
or not he, she or they constitute a quorum, may unanimously appoint another
member of the Board of Directors to act at the meeting in the place of any such
absent or disqualified member. The Board shall have the power at any time to
change the membership of any committee, to fill all vacancies, to designate
alternate members, to replace any absent or disqualified member or to dissolve
any such committee.

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                                    ARTICLE V

                               OFFICERS AND AGENTS

     SECTION 1. Number and Qualification. The officers of the Corporation shall
be chosen by the Board of Directors and shall be a Chairman of the Board, Chief
Executive Officer, one or more Vice Presidents, a Secretary and a Treasurer. The
Corporation may also have as officers, a President, a Chief Operating Officer,
one or more Assistant Secretaries and one or more Assistant Treasurers. Two or
more offices may be held by the same person but no officer shall execute,
acknowledge or verify any instrument in more than one capacity, if such
instrument is required by law, the Certificate of Incorporation or these Bylaws
to be executed, acknowledged or verified by two or more officers. Such officers
shall be elected by the Board of Directors at its first meeting after each
annual meeting of stockholders and shall serve at the pleasure of the Board of
Directors until resignation, removal, disqualification or until their successors
are chosen and qualified. The Board of Directors may appoint such other officers
and agents as it shall deem necessary, who shall hold their offices for such
terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the Board.

     SECTION 2. Compensation. The salaries of all officers and agents of the
Corporation shall be fixed by the Board of Directors.

     SECTION 3. Removal and Vacancies. Any officer or agent may be removed by
the Board of Directors whenever in its judgment the best interests of the
Corporation will be served thereby. If the office of any officer becomes vacant
for any reason, the vacancy shall be filled by the Board of Directors for the
unexpired portion of the term of the office which shall be vacant.

     SECTION 4. The Chairman of the Board. The Chairman of the Board shall act
as chairman at all meetings of the stockholders at which he is present, and
shall preside at all meetings of the Board of Directors at which he is present.
In the absence of the Chairman of the Board, his duties shall be performed and
his authority may be exercised by the Chief Executive Officer, and, in the
absence of the Chairman of the Board and the Chief Executive Officer, such
duties shall be performed and such authority may be exercised by the President,
and in the absence of the Chairman of the Board, the Chief Executive Officer and
the President, such duties shall be performed and such authority may be
exercised by the Chief Operating Officer. In the absence of the Chairman of the
Board, the Chief Executive Officer, the President and the Chief Operating
Officer, such duties shall be performed and such authority may be exercised by
the Vice Presidents in order of their rank as fixed by the Board of Directors,
or if not ranked, the Vice President designated by the Board of Directors, or in
the absence of such Vice President, by such officer as may have been designated
by the most senior officer of the Corporation who has made any such designation,
with the right reserved to the Board of Directors to make the designation or
supersede any designation made. The Chairman of the Board shall have such other
powers and duties as may be assigned by the Board of Directors from time to
time. The Board of Directors may in its discretion appoint one individual to
hold the positions of Chairman of the Board and Chief Executive Officer.

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     SECTION 5. The Chief Executive Officer. The Chief Executive Officer shall
direct, coordinate and control the Corporation's business and activities and its
operating expenses and capital expenditures, and shall have general authority to
exercise all the powers necessary for the chief executive officer of the
Corporation, all in accordance with basic policies established by and subject to
the control of the Board of Directors. The Chief Executive Officer may employ
and discharge employees and agents of the Corporation, and he may delegate these
powers. He shall have general authority to execute bonds, deeds and contracts in
the name and on behalf of the Corporation. As provided in Section 4 of this
Article V, in the absence of the Chairman of the Board, the Chief Executive
Officer shall perform all the duties and exercise the authority of the Chairman
of the Board. In the absence of the Chairman of the Board and the Chief
Executive Officer, the duties of the Chairman of the Board shall be performed
and his authority may be exercised by the President, and in the absence of the
Chairman of the Board, the Chief Executive Officer and the President, the Vice
Presidents in order of their rank as fixed by the Board of Directors, or if not
ranked, the Vice President designated by the Board of Directors, and, in the
absence of such Vice President, by such officer as may have been designated by
the most senior officer of the Corporation who has made any such designation,
with the right reserved to the Board of Directors to make the designation or
supersede any designation so made. The Board of Directors may in its discretion
appoint one individual to hold the positions of Chairman of the Board and Chief
Executive Officer.

     SECTION 6. The President. The President shall implement the general
directives, plans and policies formulated by the Chief Executive Officer
pursuant to the Bylaws and, in general, shall have authority to exercise all
powers delegated to him by the Chief Executive Officer. He shall have general
authority to execute bonds, deeds and contracts in the name and on behalf of the
Corporation and responsibility for the employment or appointment and discharge
of such employees, agents and officers, as may be required to carry on the
operation of the business. As provided in Section 4 of this Article V, in the
absence of the Chairman of the Board and the Chief Executive Officer, the
President shall perform all the duties and exercise the authority of the
Chairman of the Board. In the absence of the Chairman of the Board, the Chief
Executive Officer and the President, the duties of the Chairman of the Board
shall be performed and his authority may be exercised by the Vice Presidents in
order of their rank as fixed by the Board of Directors, or if not ranked, the
Vice President designated by the Board of Directors, and, in the absence of such
Vice President, by such officer as may have been designated by the most senior
officer of the Corporation who has made any such designation, with the right
reserved to the Board of Directors to make the designation or supersede any
designation so made. The Board of Directors may in its discretion appoint one
individual to hold the positions of President and Chief Operating Officer.

     SECTION 7. The Chief Operating Officer. The Chief Operating Officer shall
establish operating and administrative plans and policies and direct and
coordinate the Corporation's organizational components, within the scope of the
authority delegated to him by the Board of Directors. He shall have general
authority to execute bonds, deeds and contracts in the name and on behalf of the
Corporation. As provided in Section 4 of this Article V, in the absence of the
Chairman of the Board, the Chief Executive Officer and the President, the Chief
Operating Officer shall perform all the duties and exercise the authority of the
Chairman of the Board. In the absence of the Chairman of the Board, the Chief
Executive Officer, the President and the Chief Operating Officer, the duties of
the Chairman of the Board shall be performed and his authority may be exercised
by the Vice Presidents in order of their rank as fixed by the Board of
Directors, or if not ranked, the Vice President designated by the Board of
Directors, and, in the absence of such Vice

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<PAGE>   12

President, by such officer as may have been designated by the most senior
officer of the Corporation who has made any such designation, with the right
reserved to the Board of Directors to make the designation or supersede any
designation so made. The Board of Directors may in its discretion appoint one
individual to hold the positions of President and Chief Operating Officer.

     SECTION 8. Vice Presidents. The Vice Presidents in order of their rank as
fixed by the Board of Directors, or if not ranked, the Vice President designated
by the Board of Directors, shall, in the absence or disability of the President,
perform the duties and exercise the powers of the President, and shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe.

     SECTION 9. Secretary. The Secretary shall attend all meetings of the Board
of Directors and all meetings of the stockholders and shall record all the
proceedings of the meetings of the Corporation and of the Board of Directors in
a book to be kept for that purpose and shall perform like duties for the
standing committees when required. He shall give, or cause to be given, notice
of all meetings of the stockholders and special meetings of the Board of
Directors, and shall perform such other duties as may be prescribed by the Board
of Directors, the Chairman of the Board or the President, under whose
supervision he shall act. He shall keep in safe custody the seal of the
Corporation and, when authorized by the Board of Directors, affix the same to
any instrument requiring it and, when so affixed, it shall be attested by his
signature.

     SECTION 10. Assistant Secretaries. Each Assistant Secretary shall perform
such duties as may be assigned to him, and shall be under the supervision of
such officer, as the Board of Directors or, in the absence of action by it, as
the Chairman of the Board or the President may from time to time prescribe. In
the event of the absence or disability of the Secretary, the duties of the
Secretary shall be performed by such Assistant Secretary, or if there be more
than one such then by the one designated by the Chairman of the Board or the
President.

     SECTION 11. Treasurer. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the Corporation in such depositories as may be designated by the Board of
Directors. He shall disburse the funds of the Corporation as may be ordered by
the Board of Directors, taking proper vouchers for such disbursements, and shall
render to the President and the Board of Directors at its regular meetings, or
when the Board of Directors so requires, an account of all his transactions as
Treasurer and of the financial condition of the Corporation. If required by the
Board of Directors, he shall give the Corporation a bond in such sum and with
such surety or sureties as shall be satisfactory to the Board for the faithful
performance of the duties of his office and for the restoration to the
Corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to the Corporation.

     SECTION 12. Assistant Treasurers. Each Assistant Treasurer shall perform
such duties as may be assigned to him, and shall be under the supervision of
such officer, as the Board of Directors or, in the absence of action by it, as
the Chairman of the Board or the President may

                                       12
<PAGE>   13

from time to time prescribe. In the event of the absence or disability of the
Treasurer, the duties of the Treasurer shall be performed by such Assistant
Treasurer, or if there be more than one such then by the one designated by the
Chairman of the Board or the President.

     SECTION 13. Delegation of Duties. In case of the absence of any officer of
the Corporation, or for any other reason that the Board may deem sufficient, the
Board may confer for the time being the powers or duties, or any of them, of
such officer upon any other officer or upon any director.


                                   ARTICLE VI

                              CERTIFICATES OF STOCK

     SECTION 1. Form and Number. Each stockholder shall be entitled upon request
to a certificate or certificates in such form as shall be approved by the Board
which shall represent and certify the number and kind and class of shares owned
by him in the Corporation; provided, however, that certificates for fractional
shares shall not be issued. Each certificate shall be signed by the Chairman of
the Board or the President or a Vice President and countersigned by the
Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer
and may be sealed with the corporate seal. The signatures may be either manual
or facsimile signatures and the seal may be either facsimile or any other form
of seal. In case any officer who has signed any certificate ceases to be an
officer of the Corporation before the certificate is issued, the certificate may
nevertheless be issued by the Corporation with the same effect as if the officer
had not ceased to be such officer as of the date of its issue. Each stock
certificate shall include on its face the name of the Corporation, the name of
the stockholder and the class of stock and number of shares represented by the
certificate. A stock certificate may not be issued by the Corporation until the
stock represented by it is fully paid by the stockholder.

     SECTION 2. Legends. Every stock certificate representing shares of stock
which are restricted as to transferability by the Corporation shall contain a
full statement of the restriction or state that the Corporation will furnish
information about the restriction to the stockholder on request and without
charge.

     SECTION 3. Transfers of Shares. Upon surrender to the Corporation or the
transfer agent of the Corporation of the certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the Corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.

     SECTION 4. Regulations. The Board of Directors may make such additional
rules and regulations, not inconsistent with these Bylaws, as it may deem
expedient concerning the issue, transfer and registration of certificates for
shares of stock of the Corporation. It may appoint, or authorize any officer or
officers to appoint, one or more transfer agents or one or more transfer clerks
and one or more registrars and may require all certificates for shares of stock
to bear the signature or signatures of any of them.

                                       13
<PAGE>   14

     SECTION 5. Lost, Destroyed or Mutilated Certificates. The holder of any
certificates representing shares of stock of the Corporation shall immediately
notify the Corporation of any loss, destruction or mutilation of such
certificate, and the Corporation may issue a new certificate of stock in the
place of any certificate theretofore issued by it upon the making of an
affidavit of that fact by the person claiming the certificate of stock to be
stolen, lost or destroyed. When authorizing such issue of a new certificate or
certificates, the Board of Directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such stolen, lost or
destroyed certificate or certificates, or his legal representative, to advertise
the same in such manner as it shall require and to give the Corporation a bond,
with sufficient surety, to indemnify it against any loss or claim which may
arise by reason of the issuance of a new certificate.


                                   ARTICLE VII

                                    DIVIDENDS

     Dividends upon the capital stock of the Corporation, subject to the
provisions of the Certificate of Incorporation, if any, may be declared by the
Board of Directors at any regular or special meeting, pursuant to law. Dividends
may be paid in cash, in property, or in the Corporation's own shares, subject to
the provisions of any statute and of the Certificate of Incorporation. 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 directors from time
to time, in their absolute discretion, think proper as a reserve fund to meet
contingencies, or for equalizing dividends, or for repairing or maintaining any
property of the Corporation, or for such other purpose as the directors shall
think conducive to the interests of the Corporation, and the directors may
modify or abolish any such reserve in the manner in which it was created.

     The Board may fix, in advance, a date not more than sixty days preceding
the date fixed for the payment of any dividend or the making of any distribution
or the allotment of rights to subscribe for securities of the Corporation, or
for the delivery of evidences of rights or evidences of interests arising out of
any change, conversion or exchange of stock or other securities, as the record
date for the determination of the stockholders entitled to receive any such
dividend, distribution, allotment, rights or interests, and in such case only
the stockholders of record at the time so fixed shall be entitled to receive
such dividend, distribution, allotment, rights or interests.


                                  ARTICLE VIII

                                 INDEMNIFICATION

     SECTION 1. Right to Indemnification. 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 he or she, or a person
of whom he or she is the legal representative, is or was a director, officer,
employee or agent of the Corporation or is or was serving at the request of the
Corporation as a

                                       14
<PAGE>   15

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, 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 or may hereafter 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) actually and 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, employee
or agent and shall inure to the benefit of his or her heirs, executors and
administrators. The right to indemnification conferred in this Section 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; 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 his or her 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 Section or otherwise.

     SECTION 2. Non-Exclusivity of Rights. The right to indemnification and the
payment of expenses incurred in defending a proceeding in advance of its final
disposition conferred in this Section 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, bylaw, agreement, vote of stockholders or
disinterested directors or otherwise.

     SECTION 3. Insurance. 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 such 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.


                                   ARTICLE IX

                                   FISCAL YEAR

     The fiscal year of the Corporation shall be the same as the calendar year
and shall end on December 31 of each year.

                                       15
<PAGE>   16

                                    ARTICLE X

                           DEPOSITORIES AND CUSTODIANS

     SECTION 1. Depositories. The funds of the Corporation shall be deposited
with such banks or other depositories as the Board of Directors of the
Corporation may from time to time determine.

     SECTION 2. Custodians. All securities and other investments shall be
deposited in the safe keeping of such banks or other companies as the Board of
Directors of the Corporation may from time to time determine.


                                   ARTICLE XI

                            EXECUTION OF INSTRUMENTS

     Checks, notes, drafts, acceptances, bills of exchange and other orders or
obligations for the payment of money shall be signed by such officer or officers
or person or persons as the Board of Directors by resolution shall from time to
time designate.


                                   ARTICLE XII

                         INDEPENDENT PUBLIC ACCOUNTANTS

     A firm of independent public accountants shall sign or certify the annual
financial statements of the Corporation and shall be selected annually by the
Board of Directors.


                                  ARTICLE XIII

              STOCK LEDGER, LIST OF SHAREHOLDERS, BOOKS AND RECORDS

     SECTION 1. Stock Ledger. The Corporation shall maintain at its principal
executive office, or at the office of its transfer agent or registrar, an
original stock ledger containing the names and addresses of all stockholders and
the number of shares held by each stockholder. Such stock ledger may be in
written form or any other form capable of being converted into written form
within a reasonable time for visual inspection.

     SECTION 2. Stockholder List. The Secretary or other officer in charge of
the stock ledger of the Corporation shall prepare and make, at least ten (10)
days prior to a meeting of stockholders, a complete list of stockholders
entitled to vote at the meeting, arranged in alphabetical order, and showing the
address of each stockholder and the number of shares of stock of the Corporation
registered in the name of each stockholder. Such list shall be open to
examination by any stockholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least ten (10) days prior to the
meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list also

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<PAGE>   17

shall be produced and kept at the place and time of the meeting during the whole
time thereof, and may be inspected by any stockholder who is present.

     SECTION 3. Inspection of Books and Records. There shall be kept at the
principal executive office of the Corporation correct and complete books and
records of account of all the business and transactions of the Corporation.

     In accordance with the General Corporation Laws of Delaware, any
stockholder of the Corporation or his agent may inspect and copy during usual
business hours the Corporation's stock ledger, an existing list of stockholders
and other books and records.


                                   ARTICLE XIV

                                   AMENDMENTS

     The Board of Directors shall have the power, at any regular meeting or at
any special meeting if notice thereof be included in the notice of such special
meeting, to alter, modify or repeal any Bylaws of the Corporation and to make
new Bylaws, except that the Board of Directors shall not alter, modify or repeal
any of the following provisions of the Bylaws

     (a)  Article III, Section 3;

     (b)  The second paragraph of Article III, Section 12;

     (c)  Article III, Section 17; and

     (d)  This Article XIV.

     The stockholders shall have the power, at any annual meeting or at any
special meeting if notice thereof be included in the notice of such special
meeting, to alter, modify or repeal any Bylaws of the Corporation and to make
new Bylaws.

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