Exhibit
3.4







AMENDED
AND RESTATED BY-LAWS


OF


MAXXAM
INC.





Amended
March 30, 2000





ARTICLE
I


OFFICES





Section
1.     Registered Office.  The corporation
shall maintain a registered office in the State of Delaware as required by
law.





Section
2.     Other Offices.  The corporation may
also have offices at other places, within or without the State of Delaware, as
the Board of Directors may from time to time designate or the business of the
corporation may require.





ARTICLE
II


STOCKHOLDERS





Section
1.     Place of Meetings.  All meetings of
stockholders shall be held at such places, either within or without the State of
Delaware, as may be fixed from time to time by the Board of
Directors.





Section
2.     Annual Meeting.  Annual meetings of
stockholders shall be held on such date during the month of May or June of each
year, or such other date as may be determined by the Board of Directors, and at
such time as may be fixed from time to time by the Board of Directors or any
officer(s) designated by the Board of Directors. At each annual meeting of
stockholders, the stockholders shall elect directors by a plurality vote, and
may transact such other business as may properly be brought before the meeting.
The Board of Directors acting by resolution may postpone and reschedule any
previously scheduled annual meeting of stockholders.





Nominations of persons for election to
the Board of Directors of the corporation and the proposal of business to be
considered by the stockholders may be made at an annual meeting of stockholders
(a) pursuant to the corporation's notice of meeting, (b) by or at the direction
of the Board of Directors, or (c) by any stockholder of the corporation who was
a stockholder of record at the time of giving of notice, who is entitled to vote
at the meeting and who complied with the applicable notice procedures. The
provisions governing the required notice are set forth in (i) the Fifteenth
paragraph of the corporation's Restated Certificate of Incorporation for
purposes of nominations for directors, and (ii) this By-Law for purposes of
proposal of other business.





For business, other than nominations
for directors, to be properly brought before an annual meeting by a stockholder
pursuant to clause (c) of the foregoing paragraph of this By-Law, the
stockholder must have given timely notice thereof in writing to the Secretary of
the corporation. To be timely, a stockholder's notice shall be delivered to the
Secretary at the principal executive offices of the corporation not less than
120 calendar days before the first anniversary of the date of the corporation's
proxy statement released to the stockholders in connection with the previous
year's annual meeting of stockholders; provided, however, that in the event that
the date of the annual meeting is advanced by more  than





30 days
or delayed by more than 60 days from the anniversary date of the previous year's
meeting, notice by the stockholder to be timely must be so delivered not later
than the 10th day following the day on which public announcement of the date of
such meeting is first made. Such stockholder's notice shall set forth, 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 the beneficial owner, if any, on whose
behalf the nomination or proposal is made as well as (i) the name and address of
such stockholder, as they appear on the corporation's books, and of such
beneficial owner, if applicable, and (ii) the class and number of shares of the
corporation which are owned beneficially and of record by such stockholder and
such beneficial owner, if applicable.





In addition to the information required
in the Fifteenth paragraph of the corporation's Restated Certificate of
Incorporation, any stockholder's notice relating to nominations for directors
shall set forth all information relating to such person that is required to be
disclosed in solicitation of proxies for election of directors, or is otherwise
required, in each case pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended (the "Exchange Act") (including such person's written
consent to being named in the proxy statement as a nominee and to serving as a
director if elected).





Notwithstanding anything herein to the
contrary, in the event that the number of directors to be elected to the Board
of Directors of the corporation is increased and there is no public announcement
naming all of the nominees for director or specifying the size of the increased
Board of Directors made by the corporation at least 130 days prior to the first
anniversary of the preceding year's annual meeting, a stockholder's notice
required by this By-Law shall also be considered timely, but only with respect
to nominees for any new positions created by such increase, if it shall be
delivered to the Secretary at the principal executive offices of the corporation
not later than the close of business on the 10th day following the day on which
such public announcement is first made by the corporation.





Only such persons who are nominated in
accordance with the procedures set forth in the corporation's Restated
Certificate of Incorporation and these By-Laws shall be eligible to serve as
directors and only such business shall be conducted at an annual meeting of
stockholders as shall have been brought before the meeting in accordance with
the procedures set forth in this By-Law. The chairman of the meeting shall have
the power and duty to determine whether any nomination or business proposed to
be brought before the meeting was made in accordance with the procedures set
forth in the corporation's Restated Certificate of Incorporation or these
By-Laws, as applicable, and if any proposed nomination or business is not in
compliance with the corporation's Restated Certificate of Incorporation or these
By-Laws, as applicable, to declare that such defective nomination or proposal
shall be disregarded.





For purposes of this By-Law, "public
announcement" shall mean disclosure in a press release reported by the Dow Jones
News Services, Associated Press or comparable national news service or in a
document publicly filed by the corporation with the Securities and Exchange
Commission pursuant to Sections 13, 14 or 15(d) of the Exchange
Act.





Notwithstanding the Fifteenth paragraph
of the corporation's Restated Certificate of Incorporation or the foregoing
provisions of this By-Law, a stockholder shall also comply with all applicable
requirements of the Exchange Act and the rules and regulations thereunder with
respect to the matters set forth in the Fifteenth paragraph of the corporation's
Restated Certificate of Incorporation and this By-Law. Nothing in the Fifteenth
paragraph of the corporation's Restated Certificate of Incorporation or this
By-Law shall be deemed to affect any rights of stockholders to request inclusion
of proposals in the corporation's proxy statement pursuant to Rule 14a-8 under
the Exchange Act.





Section 3.    
Special Meetings.  As required by the Sixteenth paragraph of the
corporation's Restated Certificate of Incorporation, special meetings of the
stockholders for any purpose or purposes may only be called by the Board of
Directors. The business to be transacted at any special meeting shall be
confined to the specific purpose or purposes set forth in the notice of such
meeting. The Board of Directors acting by resolution may postpone and reschedule
any previously scheduled special meeting of stockholders.





Nominations of persons for election to
the Board of Directors may be made at a special meeting of stockholders at which
directors are to be elected (a) pursuant to the corporation's notice of meeting
(b) by or at the direction of the Board of Directors or (c) by any stockholder
of the corporation who is a stockholder of record at the time of giving of
notice provided for in this By-Law, who shall be entitled to vote at the meeting
and who complies with the notice procedures set forth in this By-Law.
Nominations by stockholders of persons for election to the Board of Directors
may be made at such a special meeting of stockholders if the stockholder's
notice required by the third paragraph of Section 2 of Article II of these
By-Laws shall be delivered to the Secretary at the principal executive offices
of the corporation not earlier than the 90th day prior to such special meeting
and not later than the close of business on the later of the 60th day prior to
such special meeting or the 10th 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.





Only such persons who are nominated in
accordance with the procedures set forth in these By-Laws shall be eligible to
serve as directors and only such business shall be conducted at a special
meeting of the stockholders as shall have been brought before the meeting in
accordance with the procedures set forth in this By-Law. The chairman of the
meeting shall have the power and duty to determine whether any nomination or
business proposed to be brought before the meeting was made in compliance with
the procedures set forth in this By-Law, and if any proposed nomination or
business is not in compliance, to declare that such defective nomination or
proposal shall be disregarded.





Notwithstanding the foregoing
provisions of this By-Law, a stockholder shall also comply with all applicable
requirements of the Exchange Act and the rules and regulations thereunder with
respect to the matters set forth in this By-Law. Nothing in this By-Law shall be
deemed to affect any rights of stockholders to request inclusion of proposals in
the corporation's proxy statement pursuant to Rule 14a-8 under the Exchange
Act.








Section
4.     Notice of Meetings.  Notice of all
meetings of the stockholders shall be given to each stockholder entitled to vote
thereat at least ten, but not more than sixty, days prior to the meeting. Notice
of any special
meeting shall state in general terms the purpose or purposes for which the
meeting is to be held, and no other business shall be transacted thereat except
as stated in such notice.





Section
5.     Quorum; Adjournments of Meetings.  The
holders of outstanding shares of stock of the Corporation entitled to cast a
majority of the votes entitled to be cast by the holders of all classes of
capital stock of the Corporation entitled to vote generally in elections of
directors, considered for this purpose as one class, present in person or
represented by proxy, shall constitute a quorum for the transaction of business
at all meetings of the stockholders, but if there be less than a quorum, the
chairman of the meeting or the holders of shares of stock of the Corporation
entitled to cast a majority of the votes entitled to be cast by the holders of
all classes of the Corporation's capital stock so present or represented may
adjourn the meeting from time to time until a quorum shall be present, whereupon
the meeting may be held, as adjourned, without further notice, except as
required by law, and any business may be transacted thereat that might have been
transacted on the original date of the meeting. In the event that at any meeting
there are not present, in person or by proxy, holders of shares of stock of the
Corporation entitled to cast that number of votes which may be required by the
laws of the State of Delaware, or other applicable statute, the Restated
Certificate of Incorporation or these By-Laws, for action upon any given matter,
action may nevertheless be taken at such meeting upon any other matter or
matters which may properly come before the meeting if there shall be present
thereat, in person or by proxy, holders of shares of stock of the Corporation
entitled to cast that number of votes required for action in respect of such
other matter or matters.





Section
6.     Voting.  At any meeting of the
stockholders every registered owner of shares entitled to vote may vote in
person or by proxy and, except as otherwise provided by statute, in the Restated
Certificate of Incorporation or these By-Laws, shall have one vote for each such
share standing in his/her or its name on the books of the corporation. Except as
otherwise required by statute, the Restated Certificate of Incorporation or
these By-Laws, all matters, other than the election of directors, brought before
any meeting of the stockholder shall be decided by a majority vote of the
stockholders of the corporation present in person or by proxy at such meeting
and voting thereon, a quorum being present.





Section
7.     Inspectors of Election.  The Board of
Directors, or, if the Board shall not have made the appointment, the chairman
presiding at any meeting of stockholders, shall have power to appoint one or
more persons to act as inspectors of election, to receive, canvass and report
the votes cast by the stockholders at such meeting or any adjournment thereof,
but no candidate for the office of director shall be appointed as an inspector
at any meeting for the election of directors.





Section
8.     Chairman of Meetings.  The Chairman of
the Board of Directors, or any officer or director of the Corporation so
designated by the Chairman of the Board of Directors, or in the absence of
either of the foregoing, the Vice Chairman, or in the absence of all of the
foregoing persons, the President, shall preside at all meetings of the
stockholders. In the absence of the Chairman of the Board, his/her designee, the
Vice Chairman and the President, a majority of the members of the Board of
Directors present in person at such meeting may appoint any other officer or
director to act as chairman of any meeting.





Section
9.    Secretary of Meetings.  The Secretary or an
Assistant Secretary of the corporation shall act as secretary of all meetings of
the stockholders, and, in their absence, the chairman of the meeting shall
appoint any other person to act as secretary of the meeting.





Section 10.   List of
Stockholders.  It shall be the duty of the officer of the corporation
who has charge of the stock ledger of the corporation to prepare and make, at
least ten days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at said meeting (the "stockholder list"), arranged
in alphabetical order and showing the address of each stockholder and the number
of shares registered in his/her or its name. The stockholder list shall be open
to the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for such ten day period 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 said meeting
is to be held. The stockholder list shall also be produced and kept at the place
of the meeting during the whole time thereof, and may be inspected by any
stockholder who may be present at said meeting.





Section 11.   Procedural
Rules.  The Board of Directors of the corporation shall be entitled to
make such rules or regulations for the conduct of meetings of stockholders as it
shall deem necessary, appropriate or convenient. Subject to such rules and
regulations of the Board of Directors, if any, the chairman of the meeting shall
have the right and authority to prescribe such rules, regulations and procedures
and to do all such acts appropriate to the proper conduct of the meeting,
including, without limitation, establishing an agenda or order of business of
the meeting, rules and procedures for maintaining order at the meeting and the
safety of those present, limitations on participation in such meeting to
stockholders of record of the corporation and their duly authorized and
constituted proxies, and such other persons as the chairman of the meeting shall
permit, restrictions on entry to the meeting after the time fixed for the
commencement thereof, limitations on the time allotted to questions or comment
by participants and regulation of the opening and closing of the polls for
balloting determined by the Board of Directors or the chairman of the meeting.
The chairman of the meeting shall have the power to adjourn the meeting to
another place, date or time. Meetings of stockholders shall not be required to
be held in accordance with rules of parliamentary procedure.





ARTICLE
III


BOARD OF
DIRECTORS





Section
1.     General Powers.  Except as otherwise
provided in the Restated Certificate of Incorporation or these By-Laws, the
property, business and affairs of the corporation shall be managed and
controlled by the Board of Directors. The Board may exercise all such authority
and powers of the corporation and do all such lawful acts and things as are not
by statute or the Restated Certificate of Incorporation directed or required to
be exercised or done by the stockholders.





Section
2.     Number of Directors.  The number of
directors of the corporation (exclusive of directors to be elected by the
holders of any one or more classes or series of Preferred Stock of the
corporation or any other class or series of stock of the corporation, which may
at some time be outstanding, voting separately as a class or classes) shall not
be less than three nor more than fourteen, and may be changed from time to time
by action of not less than a majority of the members of the Board then in
office.  Whenever the words





"whole
Board," "entire Board" or "total number of directors" are used in these By-Laws,
such words shall mean the number of directors fixed by the Board and then in
effect in accordance with the provisions of the Restated Certificate of
Incorporation or these By-Laws.





Section
3.     Annual Meeting.  The annual meeting of
the Board of Directors, of which no notice shall be necessary, shall be held
immediately following the annual meeting of stockholders or any adjournment
thereof at the principal office, if any, of the corporation in the city in which
the annual meeting of stockholders was held at which any of such directors were
elected, or at such other place as a majority of the members of the newly
elected Board who are then present shall determine, for the election or
appointment of officers for the ensuing year and the transaction of such other
business as may be brought before such meeting.





Section
4.     Regular Meetings.  Regular meetings of
the Board of Directors, other than the annual meeting, shall be held at such
times and places, and on such notice, if any, as the Board of Directors may from
time to time determine.





Section
5.     Special Meetings.  Special meetings of
the Board of Directors may be called by order of the Chairman of the Board or
the Vice Chairman or the President or may be called at the request of any two
directors. Notice of the time and place of each special meeting shall be given
by or at the direction of the Secretary of the corporation or an Assistant
Secretary of the corporation, or, in their absence, by the person or persons
calling the meeting by mailing the same at least five days before the meeting or
by telephoning, telegraphing, transmitting by facsimile or electronically or
delivering personally the same at least twenty-four hours before the meeting to
each director. Except as otherwise specified in the notice thereof, or as
required by statute, the Restated Certificate of Incorporation or these By-Laws,
any and all business may be transacted at any special meeting.





Section
6.     Attendance By Communications
Equipment.  Unless otherwise restricted by the Restated Certificate of
Incorporation, members of the Board of Directors or of any committee designated
by the Board may participate in a meeting of the Board or any such committee by
means of conference telephone or similar communications equipment whereby all
persons participating in the meeting can hear each other. Participation in any
meeting by such means shall constitute presence in person at such meeting. Any
meeting at which one or more members of the Board of Directors or of any
committee designated by the Board shall participate by means of conference
telephone or similar communications equipment shall be deemed to have been held
at the place designated for such meeting, provided that at least one member is
at such place while participating in the meeting.





Section
7.     Organization.  Every meeting of the
Board of Directors shall be presided over by the Chairman of the Board or, in
his/her absence, the Vice Chairman, or in his/her absence, the President. In the
absence of the Chairman of the Board, the Vice Chairman and the President, a
presiding officer shall be chosen by a majority of the directors present. The
Secretary of the corporation, or, in his/her absence, an Assistant Secretary of
the corporation, shall act as secretary of the meeting, but, in their absence,
the presiding officer may appoint any person to act as secretary of the
meeting.





Section
8.    Quorum; Vote.  A majority of the directors
then in office (but in no event less than one-third of the total number of
directors) shall constitute a quorum for the transaction of business, but less
than a quorum may adjourn any meeting to another time or place from time to time
until a quorum shall be present, whereupon the meeting may be held, as
adjourned, without further notice. Except as otherwise required by statute, the
Restated Certificate of Incorporation or these By-Laws, all matters coming
before any meeting of the Board of Directors shall be decided by the vote of a
majority of the directors present at the meeting, a quorum being
present.





Section 9.    
Compensation.  The directors shall receive such compensation for their
services as directors and as members of any committee appointed by the Board as
may be prescribed by the Board of Directors and shall be reimbursed by the
Corporation for ordinary and reasonable expenses incurred in the performance of
their duties, and the foregoing shall not be construed as prohibiting the
payment to any director of compensation for services rendered in any other
capacity.





ARTICLE
IV


COMMITTEES





Section
1.     Executive Committee.  The Board of
Directors may, by resolution passed by a majority of the whole Board, designate
from among its members an Executive Committee to consist of three or more
members and may designate one of such members as chairman. The Board may also
designate one or more of its members as alternates to serve as a member or
members of the Executive Committee in the absence of a regular member or
members. Except as provided in Section 4 of this Article IV, the Executive
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 the Executive Committee may authorize the seal of the corporation to be
affixed to all papers which may require it.





Section
2.     Other Committees.  The Board of
Directors, acting by a majority of the whole Board, may also appoint from among
its own members such other committees as the Board may determine, to have such
powers and duties as shall from time to time be prescribed by the Board and
which, in the discretion of the Board, may be designated as committees of the
Board.





Section
3.     Quorum and Discharge.  A majority of
the entire committee shall constitute a quorum for the transaction of business
of any committee and may fix its rules of procedure. The Board of Directors may
discharge any committee either with or without cause at any time.





Section
4.     Powers of Committees.  No committee
designated or appointed by the Board of Directors shall have the power or
authority of the Board in reference to (a) amending the Restated Certificate of
Incorporation, (b) adopting an agreement of merger or consolidation, (c)
recommending to the stockholders the sale, lease or exchange of all or
substantially all of the corporation's property and assets, (d) recommending to
the stockholders a dissolution of the corporation or a revocation of a
dissolution, (e) amending the By-Laws of the corporation, (f) declaring
dividends, (g) designating committees, (h) filling vacancies among committee
members or (i) removing officers. The Executive Committee shall have the power
and authority of the Board to authorize the issuance of shares of capital stock
of the corporation of any class or any series of any class.





Section 5.    
Committee Meetings.  Regular meetings of any committee designated or
appointed by the Board of Directors shall be held at such times and places and
on such notice, if any, as the committee may from time to time determine.
Special meetings of any committee designated or appointed by the Board may be
called by order of the Chairman of the Board, Vice Chairman of the Board,
President of the corporation, Chairman of the committee or any two members of
any such committee. Notice shall be given of the time and place of each special
meeting by mailing the same at least two days before the meeting or by
telephoning, telegraphing or delivering personally the same at least twenty-four
hours before the meeting to each committee member. Except as otherwise specified
in the notice thereof or as required by law, the Restated Certificate of
Incorporation or these By-Laws, any and all business may be transacted at any
regular or special meeting of a committee. The Secretary of the corporation
shall keep the minutes of the meetings of all committees designated or appointed
by the Board of Directors and shall be the custodian of all corporation
records.





ARTICLE
V


OFFICERS





Section
1.     General.  The Board of Directors shall
elect the following executive officers: a Chairman of the Board, a Vice
Chairman, a President, one or more Vice Presidents and a Secretary; and it may
elect or appoint from time to time such other or additional officers as in its
opinion are desirable for the conduct of the business of the
corporation.





Section
2.     Term of Office: Removal and
Vacancy.  Each officer shall hold his/her office until his/her
successor is elected and qualified or until his/her earlier resignation or
removal. Any officer or agent shall be subject to removal with or without cause
at any time by the Board of Directors. Vacancies in any office, whether
occurring by death, resignation, removal or otherwise, may be filled at any
regular or special meeting of the Board of Directors.





Section
3.     Powers and Duties.  Each of the
officers of the corporation shall, unless otherwise ordered by the Board of
Directors, have such powers and duties as generally pertain to his/her
respective office as well as such powers and duties as from time to time may be
conferred upon him/her by the Board of Directors. Unless otherwise ordered by
the Board of Directors after the adoption of these By-Laws, the Chairman of the
Board, or, when the office of Chairman of the Board is vacant, the President,
shall be the chief executive officer of the corporation.





Section
4.     Power to Vote Stock.  Unless otherwise
ordered by the Board of Directors, the Chairman of the Board, the Vice Chairman
and the President each shall have full power and authority on behalf of the
corporation to attend and to vote at any meeting of stockholders of any
corporation in which this corporation may hold stock, and may exercise on behalf
of this corporation any and all of the rights and powers incident to the
ownership of such stock at any such meeting and shall have power and authority
to execute and deliver proxies, waivers and consents on behalf of the
corporation in connection with the exercise by the corporation of the rights and
powers incident to the ownership of such stock. The Board of Directors, from
time to time, may confer like powers upon any other person or
persons.








ARTICLE
VI


CAPITAL
STOCK





Section
1.     Certificates of Stock.  Certificates
for stock of the corporation shall be in such form as the Board of Directors may
from time to time prescribe and shall be signed by the Chairman of the Board or
a Vice Chairman of the Board or the President or a Vice President and by the
Secretary of the corporation or an Assistant Secretary of the
corporation.





Section
2.     Transfer of Stock. Shares of capital stock of
the corporation shall be transferable on the books of the corporation only by
the holder of record thereof, in person or by duly authorized attorney, upon
surrender and cancellation of certificates for a like number of shares, with an
assignment or power of transfer endorsed thereon or delivered therewith, duly
executed, and with such proof of the authenticity of the signature and of
authority to transfer, and of payment of transfer taxes, as the corporation or
its agents may require.





Section
3.     Ownership of Stock.  The corporation
shall be entitled to treat the holder of record of any share or shares of stock
as the owner thereof in fact and shall not be bound to recognize any equitable
or other claim to or interest in such shares on the part of any other person,
whether or not it shall have express or other notice thereof, except as
otherwise expressly provided by law.





ARTICLE
VII


AMENDMENT





The Board of Directors shall have the
power to make, alter or repeal the By-Laws of the corporation subject to the
power of the stockholders to alter or repeal the By-Laws made or altered by the
Board of Directors.





ARTICLE
VIII


INDEMNIFICATION





Section
1.     Obligation to Indemnify.  This
corporation shall, to the fullest extent permitted by Delaware law, as in effect
from time to time (but, in the case of any amendment of the Delaware General
Corporation Law or the Delaware Limited Liability Company Act, only to the
extent that such amendment permits this corporation to provide broader
indemnification rights than said laws permitted this corporation to provide
prior to such amendment), indemnify each person who is or was a director,
manager or officer of this corporation or of any of its wholly owned
subsidiaries at any time on or after August 1, 1988, who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, or was 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 is or was a director,
manager, officer, employee or agent of this corporation or of any of its wholly
owned subsidiaries, or is or was at any time serving, at the request of this
corporation or any of its wholly owned subsidiaries, any other corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise in
any capacity against all expense, liability and loss (including, but not limited
to, attorneys' fees, judgments, fines, excise taxes or penalties (with respect
to any employee benefit plan or otherwise), and amounts paid or to be paid in
settlement) incurred or suffered by such director, manager, officer, employee or
agent in connection with such





proceeding;
provided, however, that, except as provided in Section 5 of this ARTICLE VIII,
this corporation shall not be obligated to indemnify any person under this
ARTICLE VIII, in connection with a proceeding (or part thereof) if such
proceeding (or part thereof) was not authorized by the Board of Directors of
this corporation and was initiated by such person against (i) this corporation
or any of its subsidiaries, (ii) any person who is or was a director, manager,
officer, employee or agent of this corporation or any of its subsidiaries and/or
(iii) any person or entity which is or was controlled, controlled by, or under
common control with, this corporation or has or had business relations with this
corporation or any of its subsidiaries.





Section
2.     Contract Right; Advance Payment of
Expenses.  The right to indemnification conferred in this ARTICLE VIII
shall be a contract right, shall continue as to a person who has ceased to be a
director, manager or officer of this corporation or of any of its wholly owned
subsidiaries and shall inure to the benefit of his or her heirs, executors and
administrators, and shall include the right to be paid by this corporation the
expenses incurred in connection with the defense or investigation of any such
proceeding in advance of its final disposition; provided, however, that, if and
to the extent that Delaware law so requires, the payment of such expenses in
advance of the final disposition of a proceeding shall be made only upon
delivery to this corporation of an under taking, by or on behalf of such
director, manager or officer or former director, manager or officer, to repay
all amounts so advanced if it shall ultimately be determined that such director,
manager or officer or former director, manager or officer is not entitled to be
indemnified by this corporation.





Section
3.     Vesting of Rights.  The corporation's
obligation to indemnify and to pay expenses in advance of the final disposition
of a proceeding under this ARTICLE VIII shall arise, and all rights and
protections granted to directors, managers and officers under this ARTICLE VIII
shall vest, at the time of the occurrence of the transaction or event to which
any proceeding relates, or at the time that the action or conduct to which any
proceeding relates was first taken or engaged in (or omitted to be taken or
engaged in), regardless of when any proceeding is first threatened, commenced or
completed.





Section
4.     Continuing of
Obligations.  Notwithstanding any other provision of these By-laws or
the Restated Certificate of Incorporation of this corporation, no action by this
corporation, either by amendment to or repeal of this ARTICLE VIII or the
Restated Certificate of Incorporation of this corporation or otherwise shall
diminish or adversely affect any right or protection granted under this ARTICLE
VIII to any director, manager or officer or former director, manager or officer
of this corporation or of any of its wholly-owned subsidiaries which shall have
become vested as aforesaid prior to the date that any such amendment, repeal or
other corporate action is taken.





Section
5.     Right to Sue for Unpaid Claims.  If a
claim for indemnification and/or for payment of expenses in advance of the final
disposition of a proceeding arising under this ARTICLE VIII is not paid in full
by this corporation within thirty days after a written claim has been received
by this corporation, the claimant may at any time thereafter bring suit against
this 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.





Section
6.     Non-Exclusivity.  The right to
indemnification and the payment of expenses incurred in connection with the
defense or investigation of a proceeding in advance of its final disposition
conferred in this ARTICLE VIII shall not be exclusive of any other right which
any person may have or hereafter acquire under any statute, provision of the
By-Laws, Restated Certificate of Incorporation, agreement, vote of stockholders
or disinterested directors or otherwise. This corporation may also indemnify all
other persons to the fullest extent permitted by Delaware law.





Section
7.     Effective Date. T he provisions of this ARTICLE
VIII shall apply to any proceeding commenced on or after August 1, 1988. The
provisions of this ARTICLE VIII of this corporation's By-Laws, as in effect on
July 31, 1988, shall govern indemnification in respect of any proceeding
commenced prior to August 1, 1988 and in respect of any rights to
indemnification or prepayment of expenses granted under the provisions of said
ARTICLE VIII which shall have become vested.





ARTICLE
IX


LIABILITY
INSURANCE





The corporation may purchase and
maintain insurance on behalf of any person who is or was a director, officer,
manager, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, manager, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against any liability asserted against him or her and incurred by him or her in
any such capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him or her against such liability
under the provisions of ARTICLE VIII hereof.





ARTICLE
X


MISCELLANEOUS





Section
1.     Corporate Seal.  The seal of the
corporation shall be circular in form and shall contain the name of the
corporation and the year and State of incorporation. The Secretary of the
corporation shall be the custodian of the seal of the corporation.





Section
2.     Fiscal Year.  The Board of Directors
shall have power to fix, and from time to time to change, the fiscal year of the
corporation.





Section
3.     Waiver of Notice.  Any notice required
to be given under the provisions of these By-Laws or otherwise may be waived by
the stockholder, director, member of any committee or officer to whom such
notice is required to be given, before or after the meeting or other action of
which notice was required to be given.