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                                                                     EXHIBIT 3.2



                                     BY-LAWS

                                       OF

                              GREYHOUND LINES, INC.

                            (A Delaware corporation)

                           (Effective March 16, 1999)

                                   ARTICLE 1

                            OFFICES; REGISTERED AGENT

ARTICLE 1.1 Registered Office And Agent. The corporation shall maintain in the
State of Delaware a registered office and a registered agent whose business
office is identical with such registered office.

ARTICLE 1.2 Principal Business Office. The corporation shall have its principal
business office at such location within or without the State of Delaware as the
board of directors may from time to time determine.


                                   ARTICLE 1

                                  STOCKHOLDERS

ARTICLE 2.1 Annual Meeting. The annual meeting of the stockholders shall be held
on the second Tuesday of April each year, at the hour of 10:00 a.m., for the
purpose of electing directors and for the transaction of such other business as
may properly come before the meeting. If the day fixed for the annual meeting
shall be a legal holiday, such meeting shall be held on the next succeeding
business day.

ARTICLE 2.2 Special Meetings. Special meetings of the stockholders of for any
purpose or purposes may be called by the Chairman, the Board of Directors or by
the President.

ARTICLE 2.3 Place Of Meetings. The board of directors may designate any place,
either within or without the State of Delaware, as the place of meeting for any
annual meeting or for any special meeting called by the board of directors, but
if no designation is made, or if a special meeting be otherwise called, the
place of meeting shall be the principal business office of the corporation;
provided, however, that for any meeting of the stockholders for which a waiver
of notice designating a place is signed by all of the stockholders, then that
shall be the place for the holding of such meeting.


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ARTICLE 2.4 Notice Of Meetings. Written or printed notice stating the place,
date and hour of the meeting of the stockholders and, in the case of a special
meeting, the purpose or purposes for which the meeting is called, shall be given
to each stockholder of record entitled to vote at the meeting, not less than 10
nor more than 60 days before the date of the meeting, or in the case of a
meeting called for the purpose of acting upon a merger or consolidation not less
than 20 nor more than 60 days before the meeting. Such notice shall be given by
or at the direction of the secretary. If mailed, such notice shall be deemed to
be given when deposited in the United States mail addressed to the stockholder
at his or her address as it appears on the records of the corporation, with
postage thereon prepaid. If delivered (rather than mailed) to such address, such
notice shall be deemed to be given when so delivered.

ARTICLE 2.5 Adjournments. When a meeting is adjourned to another time or place,
notice need not be given of the adjourned meeting if the time and place thereof
are announced at the meeting at which the adjournment is taken, unless the
adjournment is for more than 30 days or unless a new record date is fixed for
the adjourned meeting.

ARTICLE 2.6 Waiver Of Notice. A waiver of notice in writing signed by a
stockholder entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice. Attendance of
a stockholder in person or by proxy at a meeting of stockholders shall
constitute a waiver of notice of such meeting except when the stockholder or his
or her proxy attends the meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened.

ARTICLE 2.7 Meeting Of All Stockholders. If all of the stockholders shall meet
at any time and place, either within or without the State of Delaware, and
shall, in writing signed by all of the stockholders, waive notice of, and
consent to the holding of, a meeting at such time and place, such meeting shall
be valid without call or notice, and at such meeting any corporate action may be
taken.

ARTICLE 2.8 Record Dates.

(a) In order that the corporation may determine the stockholders entitled to
notice of or to vote at any meeting of stockholders or any adjournment thereof,
the board of directors may fix a record date, which record date shall not
precede the date on which the resolution fixing the record date is adopted by
the board of directors, and which record date shall not be more than 60 nor less
than 10 days before the date of such meeting (or 20 days if a merger or
consolidation is to be acted upon at such meeting). If no record date is fixed
by the board of directors, the record date for determining stockholders entitled
to notice of or to vote at a meeting of stockholders shall be at the




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close of business on the next day preceding the day on which notice is given,
or, if notice is waived, at the close of business on the day next preceding the
day on which the meeting is held. A determination of stockholders of record
entitled to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the board of directors may
fix a new record date for the adjourned meeting.

(b) In order that the corporation may determine the stockholders entitled to
consent to corporate action in writing without a meeting, the board of directors
may fix a record date, which record date shall not precede the date on which the
resolution fixing the record date is adopted by the board of directors, and
which date shall not be more than 10 days after the date upon which the
resolution fixing the record date is adopted by the board of directors. If no
record date has been fixed by the board of directors, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting, when no prior action by the board of directors is required by
the certificate of incorporation of the corporation or by statute, shall be the
first date on which a signed written consent setting forth the action taken or
proposed to be taken is delivered in the manner required by law to the
corporation at its registered office in the State of Delaware or at its
principal place of business or to an officer or agent of the corporation having
custody of the book in which proceedings of meetings of the corporation's
stockholders are recorded. If no record date has been fixed by the board of
directors and prior action by the board of directors is required by the
certificate of incorporation or by statute, the record date for determining
stockholders entitled to consent to corporate action in writing without a
meeting shall be at the close of business on the day on which the board of
directors adopts the resolution taking such prior action.

(c) In order that the corporation may determine the stockholders entitled to
receive payment of any dividend or other distribution or allotment of any rights
or the stockholders entitled to exercise any rights in respect of any change,
conversion or exchange of stock, or for the purpose of any other lawful action,
the board of directors may fix a record date, which record date shall not
precede the date upon which the resolution fixing the record date is adopted,
and which record date shall not be more than 60 days prior to such action. If no
record date is fixed, the record date for determining stockholders for any such
purpose shall be at the close of business on the day on which the board of
directors adopts the resolution relating thereto.

(d) Only those who shall be stockholders of record on the record date so fixed
as aforesaid shall be entitled to such notice of, and to vote at, such meeting
and any adjournment thereof, or to consent to such corporate action in writing,
or to receive payment of such dividend or other distribution, or to receive such
allotment of rights, or



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to exercise such rights, as the case may be, notwithstanding the transfer of any
stock on the books of the corporation after the applicable record date.

ARTICLE 2.9 Lists Of Stockholders. The officer who has charge of the stock
ledger of the corporation shall prepare and make, at least 10 days before each
meeting of stockholders, a complete list of the stockholders entitled to vote
thereat, arranged in alphabetical order, and showing the address of and the
number of shares registered in the name of each stockholder. Such list shall be
open to the examination of any stockholder, for any purpose germane to the
meeting, during ordinary business hours, for a period of at least 10 days prior
to the meeting, either at a place within the municipality 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, and the list
shall be produced and kept at the time and place of meeting during the whole
time thereof, for inspection by any stockholder who may be present.

ARTICLE 2.10 Quorum and Vote Required For Action. Except as may otherwise be
provided in the certificate of incorporation of the corporation, the holders of
stock of the corporation having a majority of the total votes which all of the
outstanding stock of the corporation would be entitled to cast at the meeting,
when present in person or by proxy, shall constitute a quorum at any meeting of
the stockholders; provided, however, that where a separate vote by a class or
classes of stock is required, the holders of stock of such class or classes
having a majority of the total votes which all of the outstanding stock of such
class or classes would be entitled to cast at the meeting, when present in
person or by proxy, shall constitute a quorum entitled to take action with
respect to the vote on the matter. Unless a different number of votes is
required by statute or the certificate of incorporation of the corporation, (a)
if a quorum is present with respect to the election of directors, directors
shall be elected by a plurality of the votes cast by those stockholders present
in person or represented by proxy at the meeting and entitled to vote on the
election of directors, and (b) in all matters other than the election of
directors, if a quorum is present at any meeting of the stockholders, a majority
of the votes entitled to be cast by those stockholders present in person or by
proxy shall be the act of the stockholders except where a separate vote by class
or classes of stock is required, in which case, if a quorum of such class or
classes is present, a majority of the votes entitled to be cast by those
stockholders of such class or classes present in person or by proxy shall be the
act of the stockholders of such class or classes. If a quorum is not present at
any meeting of stockholders, then holders of stock of the corporation who are
present in person or by proxy representing a majority of the votes cast may
adjourn the meeting from time to time without further notice and, where a
separate vote by a class or classes of stock is required on any matter, then
holders of stock of such class or classes who are present in person or by proxy
representing a majority of the votes of such class or classes cast may adjourn
the meeting with respect to the vote on that matter from time to time without
further notice.



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At any adjourned meeting at which a quorum is present, any business may be
transacted which might have been transacted at the original meeting. Withdrawal
of stockholders from any meeting shall not cause failure of a duly constituted
quorum at that meeting.

ARTICLE 2.11 Proxies. Each stockholder entitled to vote at a meeting of the
stockholders or to express consent to corporate action in writing without a
meeting may authorize another person or persons to act for him by proxy, but no
proxy shall be valid after three years from its date unless otherwise provided
in the proxy. Such proxy shall be in writing and shall be filed with the
secretary of the corporation before or at the time of the meeting or the giving
of such written consent, as the case may be.

ARTICLE 2.12 Voting Of Shares. Each stockholder of the corporation shall be
entitled to such vote (in person or by proxy) for each share of stock having
voting power held of record by such stockholder as shall be provided in the
certificate of incorporation of the corporation or, absent provision therein
fixing or denying voting rights, shall be entitled to one vote per share.

ARTICLE 2.13 Voting By Ballot. Any question or any election at a meeting of the
stockholders may be decided by voice vote unless the presiding officer shall
order that voting be by ballot or unless otherwise provided in the certificate
of incorporation of the corporation or required by statute.

ARTICLE 2.14 Inspectors. At any meeting of the stockholders the presiding
officer may, or upon the request of any stockholder shall, appoint one or more
persons as inspectors for such meeting. Such inspectors shall ascertain and
report the number of shares represented at the meeting, based upon their
determination of the validity and effect of proxies; count all votes and report
the results; and do such other acts as are proper to conduct the election and
voting with impartiality and fairness to all the stockholders. Each report of an
inspector shall be in writing and signed by him or a majority of them if there
is more than one inspector acting at such meeting. If there is more than one
inspector, the report of a majority shall be the report of the inspectors. The
report of the inspector or inspectors on the number of shares represented at the
meeting and the results of the voting shall be prima facie evidence thereof.

ARTICLE 2.15 Informal Action. Any corporate action upon which a vote of
stockholders is required or permitted may be taken without a meeting, without
prior notice and without a vote, if a consent in writing, setting forth the
action so taken, shall be signed by the holders of outstanding stock having not
less than the minimum number of votes that would be necessary to authorize or
take such action at a meeting at which all shares entitled to vote thereon were
present and voted and shall be delivered to the corporation in the manner
required by law at its registered office within




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the State of Delaware or at its principal place of business or to an officer or
agent of the corporation having custody of the book in which proceedings of
meetings of stockholders of the corporation are recorded. Every written consent
shall bear the date of signature of each stockholder who signs the consent and
no written consent shall be effective to take the corporate action referred to
therein unless, within 60 days of the earliest dated consent delivered, as
aforesaid, written consents signed by a sufficient number of holders to take
action are delivered to the corporation in the manner required by law at its
registered office within the State of Delaware or at its principal place of
business or to an officer or agent of the corporation having custody of the book
in which proceedings of meetings of stockholders of the corporation are
recorded. Prompt notice of the taking of the corporate action without a meeting
by less than unanimous written consent shall be given to those stockholders who
have not so consented in writing.

                                    ARTICLE 3

                                    DIRECTORS

ARTICLE 3.1 Powers. The business and affairs of the corporation shall be managed
under the direction of its board of directors which may do all such lawful acts
and things as are not by statute or by the certificate of incorporation of the
corporation or by these by-laws directed or required to be exercised or done by
the stockholders.

ARTICLE 3.2 Number, Election, Term Of Office And Qualifications. The number of
directors of the Corporation shall be not less than one (1) and not more than
seven (7), the actual number of directors to be determined from time to time by
the board of directors. The directors shall be elected at the annual meeting of
the stockholders, except as provided in ss. 3.3, and each director elected shall
hold office until his or her successor is elected and qualified or until his or
her earlier death, resignation or removal in a manner permitted by statute or
these by-laws. Directors need not be stockholders.

ARTICLE 3.2 Vacancies. Vacancies occurring in the board of directors and
newly-created directorships resulting from any increase in the authorized number
of directors may be filled by a majority of the directors then in office,
although less than a quorum, or by a sole remaining director, and any director
so chosen shall hold office until the next annual election of directors and
until his or her successor is duly elected and qualified or until his or her
earlier death, resignation or removal in a manner permitted by statute or these
by-laws.

ARTICLE 3.3 Regular Meetings. A regular meeting of the board of directors shall
be held immediately following the close of, and at the same place as, each
annual




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meeting of stockholders. No notice of any such meeting, other than this by-law,
shall be necessary in order legally to constitute the meeting, provided a quorum
shall be present. In the event such meeting is not held at such time and place,
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. The
board of directors may provide, by resolution, the time and place for the
holding of additional regular meetings without notice other than such
resolution.

ARTICLE 3.4 Special Meetings. Special meetings of the board may be called by the
president or any director. The person or persons calling a special meeting of
the board shall fix the time and place at which the meeting shall be held and
such time and place shall be specified in the notice of such meeting.

ARTICLE 3.5 Notice. Notice of any special meeting of the board of directors
shall be given at least 2 days previous thereto by written notice to each
director at his or her business address or such other address as he or she may
have advised the secretary of the corporation to use for such purpose. If
delivered, such notice shall be deemed to be given when delivered to such
address or to the person to be notified. If mailed, such notice shall be deemed
to be given two business days after deposit in the United States mail so
addressed, with postage thereon prepaid. If given by telegraph, such notice
shall be deemed to be given the next business day following the day the telegram
is given to the telegraph company. Such notice may also be given by telephone or
other means not specified herein, and in each such case shall be deemed to be
given when actually received by the director to be notified. Notice of any
meeting of the board of directors shall set forth the time and place of the
meeting. Neither the business to be transacted at, nor the purpose of, any
meeting of the board of directors (regular or special) need be specified in the
notice or waiver of notice of such meeting.

ARTICLE 3.6 Waiver Of Notice. A written waiver of notice, signed by a director
entitled to notice of a meeting of the board of directors or of a committee of
such board of which the director is a member, whether before or after the time
stated therein, shall be deemed equivalent to the giving of such notice to that
director. Attendance of a director at a meeting of the board of directors or of
a committee of such board of which the director is a member shall constitute a
waiver of notice of such meeting except when the director attends the meeting
for the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened.

ARTICLE 3.7 Quorum And Vote Required For Action. At all meetings of the board of
directors, a majority of the number of directors fixed by these by-laws shall
constitute a quorum for the transaction of business and the act of a majority of
the



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directors present at any meeting at which there is a quorum shall be the act of
the board of directors except as may be otherwise specifically provided by
statute, the certificate of incorporation of the corporation or these by-laws.
If a quorum shall not be present at any meeting of the board of directors, a
majority of the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present.

ARTICLE 3.8 Attendance By Conference Telephone. Members of the board of
directors or any committee designated by the board may participate in a meeting
of such board or committee by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and such participation in a meeting shall
constitute presence in person at such a meeting.

ARTICLE 3.9 Presumption Of Assent. A director of the corporation who is present
at a duly convened meeting of the board of directors at which action on any
corporate matter is taken shall be conclusively presumed to have assented to the
action taken unless his or her dissent shall be entered in the minutes of the
meeting or unless he or she shall file his or her written dissent to such action
with the person acting as the secretary of the meeting before the adjournment
thereof or shall forward such dissent by registered or certified mail to the
secretary of the corporation immediately after the adjournment of the meeting.
Such right to dissent shall not apply to a director who voted in favor of such
action.

ARTICLE 3.10 Informal Action. Unless otherwise restricted by statute, the
certificate of incorporation of the corporation or these by-laws, 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
thereto is signed by all the directors or by all the members of such committee,
as the case may be, and such written consent is filed with the minutes of
proceedings of the board of directors or of such committee.

ARTICLE 3.11 Compensation. The directors may be paid their expenses, if any, of
attendance at each meeting of the board of directors and at each meeting of a
committee of the board of directors of which they are members. The board of
directors, irrespective of any personal interest of any of its members, shall
have authority to fix compensation of all directors for services to the
corporation as directors, officers or otherwise.

ARTICLE 3.12 Removal. Any director or the entire board of directors may be
removed by the stockholders, with or without cause, by a majority of the votes
entitled to be cast at an election of directors.



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                                    ARTICLE 4

                                   COMMITTEES

         By resolution passed by a majority of the whole Board, the Board of
Directors may designate one or more committees, each such committee to consist
of two or more directors of the Corporation. The Board may designate one or more
directors as alternate members of any committee, who may replace any absent or
disqualified member of any meeting of the committee. Any such committee, to the
extent provided in the resolution or in these by-laws, shall have and may
exercise the powers of the Board of Directors in the management of the business
and affairs of the Corporation, and may authorize the seal of the Corporation to
be affixed to all papers which may require it. In the absence or
disqualification of any member of such committee or committees, the member or
members thereof present at the meeting and not disqualified from voting, whether
or not he or they constitute a quorum, may unanimously appoint another member of
the Board of Directors to act at the meeting in the place of such absent or
disqualified member.

                                    ARTICLE 5

                                    OFFICERS

ARTICLE 5.1 Designation; Number; Election. The board of directors, at its
initial meeting and thereafter at its first regular meeting after each annual
meeting of stockholders, shall choose the officers of the corporation. Such
officers shall be a chairman, a president, a secretary, and a treasurer, and
such vice presidents, assistant secretaries and assistant treasurers as the
board of directors may choose. 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. Any two or more offices may be held
by the same person. Except as provided in Article 6, election or appointment as
an officer shall not of itself create contract rights.

ARTICLE 5.2 Salaries. The salaries of all officers and agents of the corporation
chosen by the board of directors shall be fixed by the board of directors, and
no officer shall be prevented from receiving such salary by reason of the fact
that he is also a director of the corporation.

ARTICLE 5.3 Term Of Office; Removal; Vacancies. Each officer of the corporation
chosen by the board of directors shall hold office until the next annual
appointment of officers by the board of directors and until his or her successor
is appointed and qualified, or until his or her earlier death, resignation or
removal in



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the manner hereinafter provided. Any officer or agent chosen by the board of
directors may be removed at any time by the board of directors whenever in its
judgment the best interests of the corporation would be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of the person
so removed. Any vacancy occurring in any office of the corporation at any time
or any new offices may be filled by the board of directors for the unexpired
portion of the term.

ARTICLE 5.4 Chairman. The chairman of the board, if appointed, shall, if
present, preside at all meetings of the Board of Directors and exercise and
perform such other powers and duties as may be from time to time assigned to him
by the Board of Directors.

ARTICLE 5.5 President. The president shall be the chief executive officer of the
corporation and, subject to the direction and control of the board of directors,
shall be in charge of the business of the corporation. In general, the president
shall discharge all duties incident to the principal executive office of the
corporation and such other duties as may be prescribed by the board of directors
from time to time. Without limiting the generality of the foregoing, the
president shall see that the resolutions and directions of the board of
directors are carried into effect except in those instances in which that
responsibility is specifically assigned to some other person by the board of
directors; shall preside at all meetings of the stockholders and, if he or she
is a director of the corporation, of the board of directors; and, except in
those instances in which the authority to execute is expressly delegated to
another officer or agent of the corporation or a different mode of execution is
expressly prescribed by the board of directors, may execute for the corporation
certificates for its shares of stock (the issue of which shall have been
authorized by the board of directors), and any contracts, deeds, mortgages,
bonds, or other instruments which the board of directors has authorized, and may
(without previous authorization by the board of directors) execute such
contracts and other instruments as the conduct of the corporation's business in
its ordinary course requires, and may accomplish such execution in each case
either under or without the seal of the corporation and either individually or
with the secretary, any assistant secretary, or any other officer thereunto
authorized by the board of directors, according to the requirements of the form
of the instrument. The president may vote all securities which the corporation
is entitled to vote except as and to the extent such authority shall be vested
in a different officer or agent of the corporation by the board of directors.

ARTICLE 5.6 Vice Presidents. The vice president (and, in the event there is more
than one vice president, each of the vice presidents) shall render such
assistance to the president in the discharge of his or her duties as the
president may direct and shall perform such other duties as from time to time
may be assigned by the president or by the board of directors. In the absence of
the president or in the event of his or her inability or refusal to act, the
vice president (or in the event there may be more than one



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vice president, the vice presidents in the order designated by the board of
directors, or by the president if the board of directors has not made such a
designation, or in the absence of any designation, then in the order of
seniority of tenure as vice president) shall perform the duties of the
president, and when so acting, shall have all the powers of and be subject to
all the restrictions upon the president. Except in those instances in which the
authority to execute is expressly delegated to another officer or agent of the
corporation or a different mode of execution is expressly prescribed by the
board of directors or these by-laws, the vice president (or each of them if
there are more than one) may execute for the corporation certificates for its
shares of stock (the issue of which shall have been authorized by the board of
directors), and any contracts, deeds, mortgages, bonds or other instruments
which the board of directors has authorized, and may (without previous
authorization by the board of directors) execute such contracts and other
instruments as the conduct of the corporation's business in its ordinary course
requires, and may accomplish such execution in each case either under or without
the seal of the corporation and either individually or with the secretary, any
assistant secretary, or any other officer thereunto authorized by the board of
directors, according to the requirements of the form of the instrument.

ARTICLE 5.7 Treasurer. The treasurer shall be the principal accounting and
financial officer of the corporation and as such shall perform all the duties
incident to the office of treasurer and such other duties as from time to time
may be assigned by the board of directors or the president. Without limiting the
generality of the foregoing, the treasurer shall have charge of and be
responsible for the maintenance of adequate books of account for the corporation
and shall have charge and custody of all funds and securities of the corporation
and be responsible therefor and for the receipt and disbursement thereof. If
required by the board of directors, the treasurer shall give a bond for the
faithful discharge of his or her duties in such sum and with such surety or
sureties as the board of directors may determine.

ARTICLE 5.8 Secretary. The secretary shall perform all duties incident to the
office of secretary and such other duties as from time to time may be assigned
by the board of directors or president. Without limiting the generality of the
foregoing, the secretary shall (a) record the minutes of the meetings of the
stockholders and the board of directors in one or more books provided for that
purpose and shall include in such books the actions by written consent of the
stockholders and the board of directors; (b) see that all notices are duly given
in accordance with the provisions of these by-laws or as required by statute;
(c) be the custodian of the corporate records and the seal of the corporation;
(d) keep a register of the post office address of each stockholder which shall
be furnished to the secretary by such stockholder; (e) sign with the president,
or a vice president, or any other officer thereunto authorized by the board of
directors, certificates for shares of stock of the corporation (the issue of
which shall have been authorized by the board of directors), and any contracts,
deeds, mortgages, bonds, or



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other instruments which the board of directors has authorized, and may (without
previous authorization by the board of directors) sign with such other officers
as aforesaid such contracts and other instruments as the conduct of the
corporation's business in its ordinary course requires, in each case according
to the requirements of the form of the instrument, except when a different mode
of execution is expressly prescribed by the board of directors; and (f) have
general charge of the stock transfer books of the corporation.

ARTICLE 5.9 Assistant Treasurers And Assistant Secretaries. The assistant
treasurers and assistant secretaries shall perform such duties as shall be
assigned to them by the treasurer, in the case of assistant treasurers, or the
secretary, in the case of assistant secretaries, or by the board of directors or
president in either case. Each assistant secretary may sign with the president,
or a vice president, or any other officer thereunto authorized by the board of
directors, certificates for shares of stock of the corporation (the issue of
which shall have been authorized by the board of directors), and any contracts,
deeds, mortgages, bonds, or other instruments which the board of directors has
authorized, and may (without previous authorization by the board of directors)
sign with such other officers as aforesaid such contracts and other instruments
as the conduct of the corporation's business in its ordinary course requires, in
each case according to the requirements of the form of the instrument, except
when a different mode of execution is expressly prescribed by the board of
directors. The assistant treasurers shall, if required by the board of
directors, give bonds for the faithful discharge of their duties in such sums
and with such sureties as the board of directors shall determine.

                                    ARTICLE 6

                                 INDEMNIFICATION

ARTICLE 6.1 Indemnification Of Directors And Officers. The corporation shall, to
the fullest extent to which it is empowered to do so by the General Corporation
Law of Delaware or any other applicable laws, as may from time to time be in
effect, indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that such person is or was a director or officer of the corporation, or is or
was serving at the request of the corporation as a director or officer of
another corporation, partnership, joint venture, trust or other enterprise,
against all expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by such person in connection
with such action, suit or proceeding.



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<PAGE>   13

ARTICLE 6.2 Advancement of Expenses. Expenses incurred by an officer or director
of the corporation in defending a civil or criminal action, suit or proceeding
shall be paid by the corporation in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking by or on behalf of
such director or officer to repay such amount if it shall be ultimately
determined that he or she is not entitled to be indemnified as authorized by the
General Corporation Law of Delaware, as amended.

ARTICLE 6.3 Contract With The Corporation. The provisions of this Article 6
shall be deemed to be a contract between the corporation and each person who
serves as such officer or director in any such capacity at any time while this
Article and the relevant provisions of the General Corporation Law of Delaware,
as amended, or other applicable laws, if any, are in effect, and any repeal or
modification of any such law or of this Article 6 shall not affect any rights or
obligations then existing with respect to any state of facts then or theretofore
existing or any action, suit or proceeding theretofore or thereafter brought or
threatened based in whole or in part upon any such state of facts.

ARTICLE 6.4 Indemnification Of Employees And Agents. Persons who are not covered
by the foregoing provisions of this Article 6 and who are or were employees or
agents of the corporation, or are or were serving at the request of the
corporation as employees or agents of another corporation, partnership, joint
venture, trust or other enterprise, may be indemnified to the extent authorized
at any time or from time to time by the board of directors.

ARTICLE 6.5 Other Rights Of Indemnification. The indemnification and the
advancement of expenses provided or permitted by this Article 6 shall not be
deemed exclusive of any other rights to which those indemnified may be entitled
by law or otherwise, and shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such person.

                                    ARTICLE 7

                       LIMITATION ON DIRECTOR'S LIABILITY

         The personal liability for monetary damages to the corporation or its
stockholders of a person who serves as a director of the corporation shall be
limited if and to the extent provided at the time in the certificate of
incorporation of the corporation, as then amended.




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                                    ARTICLE 8

                    CERTIFICATES OF STOCK AND THEIR TRANSFER

ARTICLE 8.1 Form And Execution Of Certificates. Every holder of stock in the
corporation shall be entitled to have a certificate signed by, or in the name
of, the corporation by the president or a vice president and by the secretary or
an assistant secretary of the corporation, certifying the number of shares
owned. Such certificates shall be in such form as may be determined by the board
of directors. During the period while more than one class of stock of the
corporation is authorized there will be set forth on the face or back of the
certificates which the corporation shall issue to represent each class or series
of stock a statement that the corporation will furnish, without charge to each
stockholder who so requests, the designations, preferences and relative,
participating, optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of such preferences
and/or rights. In case any officer, transfer agent or registrar of the
corporation who has signed, or whose facsimile signature has been placed upon,
any such certificate shall have ceased to be such officer, transfer agent or
registrar of the corporation before such certificate is issued by the
corporation, such certificate may nevertheless be issued and delivered by the
corporation with the same effect as if the officer, transfer agent or registrar
who signed, or whose facsimile signature was placed upon, such certificate had
not ceased to be such officer, transfer agent or registrar of the corporation.

ARTICLE 8.2 Replacement Certificates. The board of directors may direct a new
certificate to be issued in place of any certificate evidencing shares of stock
of the corporation theretofore issued by the corporation alleged to have been
lost, stolen or destroyed, upon the making of an affidavit of the fact by the
person claiming the certificate to be lost, stolen or destroyed. When
authorizing such issue of a new certificate, the board of directors may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed certificate, or his legal
representative, to advertise the same in such manner as it shall require and may
require such owner to give the corporation a bond in such sum as it may direct
as indemnity against any claim that may be made against the corporation with
respect to the certificate alleged to have been lost, stolen or destroyed. The
board of directors may delegate its authority to direct the issuance of
replacement stock certificates to the transfer agent or agents of the
corporation upon such conditions precedent as may be prescribed by the board.

ARTICLE 8.3 Transfers Of Stock. Upon surrender to the corporation or the
transfer agent of the corporation of a certificate for shares of stock of the
corporation duly endorsed or accompanied by proper evidence of succession,
assignment, or other authority to transfer, it shall be the duty of the
corporation to issue a new certificate to 



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<PAGE>   15

the person entitled thereto, cancel the old certificate and record the
transaction upon its books, provided the corporation or a transfer agent of the
corporation shall not have received a notification of adverse interest and that
the conditions of Section 8-401 of Title 6 of the Delaware Code have been met.

ARTICLE 8.4 Registered Stockholders. The corporation shall be entitled to treat
the holder of record (according to the books of the corporation) of any share or
shares of its stock as the holder in fact thereof and shall not be bound to
recognize any equitable or other claim to or interest in such share or shares on
the part of any other party whether or not the corporation shall have express or
other notice thereof, except as expressly provided by the laws of the State of
Delaware.

                                    ARTICLE 9

                      CONTRACTS, LOANS, CHECKS AND DEPOSITS

ARTICLE 9.1 Contracts. The board of directors may authorize any officer or
officers, or agent or agents, to enter into any contract or execute and deliver
any instrument in the name of and on behalf of the corporation, and such
authority may be general or confined to specific instances; provided, however,
that this ss. 9.1 shall not be a limitation on the powers of office granted
under Article 5 of these by-laws.

ARTICLE 9.2 Loans. No loans shall be contracted on behalf of the corporation and
no evidences of indebtedness shall be issued in its name unless authorized by a
resolution of the board of directors. Such authority may be general or confined
to specific instances.

ARTICLE 9.3 Checks, Drafts And Other Instruments. All checks, drafts or other
orders for the payment of money and all notes or other evidences of indebtedness
issued in the name of the corporation shall be signed by such officer or
officers or such agent or agents of the corporation and in such manner as from
time to time may be determined by the resolution of the board of directors or by
an officer or officers of the corporation designated by the board of directors
to make such determination.

ARTICLE 9.4 Deposits. All funds of the corporation not otherwise employed shall
be deposited from time to time to the credit of the corporation in such banks,
trust companies or other depositories as the board of directors, or an officer
or officers designated by the board of directors, may select.




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                                   ARTICLE 10

                            MISCELLANEOUS PROVISIONS

ARTICLE 10.1 Dividends. Subject to any provisions of any applicable statute or
of the certificate of incorporation, dividends may be declared upon the capital
stock of the corporation by the board of directors at any regular or special
meeting thereof; and such dividends may be paid in cash, property or shares of
stock of the corporation.

ARTICLE 10.2 Reserves. Before payment of any dividends, there may be set aside
out of any funds of the corporation available for dividends such sum or sums as
the board of directors from time to time, in its discretion, determines to be
proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the corporation, or
for such other purpose as the board of directors shall determine to be 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.

ARTICLE 10.3 Voting Stock Of Other Corporations. In the absence of specific
action by the board of directors, the president shall have authority to
represent the corporation and to vote, on behalf of the corporation, the
securities of other corporations, both domestic and foreign, held by the
corporation.

ARTICLE 10.4 Fiscal Year. The fiscal year of the corporation shall begin on the
first day of January in each year and end on the last day of the next following
December.

ARTICLE 10.5 Seal. The corporate seal shall have inscribed thereon the name of
the corporation and the words "Corporate Seal, Delaware". The seal may be used
by causing it or a facsimile thereof to be impressed or affixed or reproduced or
otherwise applied.

ARTICLE 10.6 Severability. If any provision of these by-laws, or its application
thereof to any person or circumstances, is held invalid, the remainder of these
by-laws and the application of such provision to other persons or circumstances
shall not be affected thereby.

ARTICLE 10.7 Amendment. These by-laws may be amended or repealed, or new by-laws
may be adopted, by the board of directors of the corporation. These by-laws may
also be amended or repealed, or new by-laws may be adopted, by action taken by
the stockholders of the corporation.



    
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