<PAGE>

                              AMENDED AND RESTATED
                                     BYLAWS

                                       OF

                              DYNEGY HOLDINGS INC.

                             A DELAWARE CORPORATION


<PAGE>
<TABLE>
<CAPTION>


                                TABLE OF CONTENTS

<S>                                                                                                              <C>
A Delaware corporation............................................................................................1
ARTICLE ONE.......................................................................................................1
   OFFICES........................................................................................................1
      1.1   Registered Office and Agent...........................................................................1
      1.2   Other Offices.........................................................................................1
ARTICLE TWO.......................................................................................................1
   MEETINGS OF STOCKHOLDERS.......................................................................................1
      2.1   Annual Meeting........................................................................................1
      2.2   Special Meeting.......................................................................................1
      2.3   Place of Meetings.....................................................................................2
      2.4   Notice................................................................................................2
      2.5   Voting List...........................................................................................2
      2.6   Quorum................................................................................................2
      2.7   Required Vote; Withdrawal of Quorum...................................................................3
      2.8   Method of Voting; Proxies.............................................................................3
      2.9   Record Date...........................................................................................3
      2.10  Conduct of Meeting....................................................................................4
      2.11  Inspectors............................................................................................4
ARTICLE THREE.....................................................................................................5
   DIRECTORS......................................................................................................5
      3.1   Management............................................................................................5
      3.2   Number; Qualification; Election; Term.................................................................5
      3.3   Change in Number......................................................................................5
      3.4   Removal...............................................................................................5
      3.5   Vacancies.............................................................................................6
      3.6   Meetings of Directors.................................................................................6
      3.7   First Meeting.........................................................................................6
      3.8   Election of Officers..................................................................................6
      3.9   Regular Meetings......................................................................................6
      3.10  Special Meetings......................................................................................7
      3.11  Notice................................................................................................7
      3.12  Quorum; Majority Vote.................................................................................7
      3.13  Procedure.............................................................................................7
      3.14  Compensation..........................................................................................7
ARTICLE FOUR......................................................................................................7
   COMMITTEES.....................................................................................................7
      4.1   Designation...........................................................................................7
      4.2   Number; Qualification; Term...........................................................................7
      4.3   Authority.............................................................................................8
      4.4   Committee Changes.....................................................................................8
      4.5   Alternate Members of Committees.......................................................................8
      4.6   Regular Meetings......................................................................................8
      4.7   Special Meetings......................................................................................8
      4.8   Quorum; Majority Vote.................................................................................8


<PAGE>

      4.9   Minutes...............................................................................................8
      4.10  Compensation..........................................................................................9
      4.11  Responsibility........................................................................................9
ARTICLE FIVE......................................................................................................9
   NOTICE.........................................................................................................9
      5.1   Method................................................................................................9
      5.2   Waiver................................................................................................9
ARTICLE SIX.......................................................................................................9
   OFFICERS.......................................................................................................9
      6.1   Number; Titles; Term of Office........................................................................9
      6.2   Removal..............................................................................................10
      6.3   Vacancies............................................................................................10
      6.4   Authority............................................................................................10
      6.5   Compensation.........................................................................................10
      6.6   Chairman of the Board................................................................................10
      6.7   President............................................................................................10
      6.8   Vice Presidents......................................................................................10
      6.9   Treasurer............................................................................................11
      6.10  Assistant Treasurers.................................................................................11
      6.11  Secretary............................................................................................11
      6.12  Assistant Secretaries................................................................................11
ARTICLE SEVEN....................................................................................................11
   CERTIFICATES AND SHAREHOLDERS.................................................................................11
      7.1   Certificates for Shares..............................................................................11
      7.2   Replacement of Lost or Destroyed Certificates........................................................12
      7.3   Transfer of Shares...................................................................................12
      7.4   Registered Stockholders..............................................................................12
      7.5   Regulations..........................................................................................12
      7.6   Legends..............................................................................................12
ARTICLE EIGHT....................................................................................................13
   MISCELLANEOUS PROVISIONS......................................................................................13
      8.1   Dividends............................................................................................13
      8.2   Reserves.............................................................................................13
      8.3   Books and Records....................................................................................13
      8.4   Fiscal Year..........................................................................................13
      8.5   Seal.................................................................................................13
      8.6   Resignations.........................................................................................13
      8.7   Securities of Other Corporations.....................................................................13
      8.8   Telephone Meetings...................................................................................13
      8.9   Action Without a Meeting.............................................................................14
      8.10  Invalid Provisions...................................................................................14
      8.11  Mortgagee, etc.......................................................................................15
      8.12  Headings.............................................................................................15
      8.13  References...........................................................................................15
      8.14  Amendments...........................................................................................15
</TABLE>


                                       ii
<PAGE>


                              AMENDED AND RESTATED
                                     BYLAWS

                                       OF

                              DYNEGY HOLDINGS INC.

                             A DELAWARE CORPORATION


                                    PREAMBLE


         These Bylaws are subject to, and governed by, the General Corporation
Law of the State of Delaware (the "Delaware General Corporation Law") and the
Certificate of Incorporation of Dynegy Holdings Inc., a Delaware corporation
(the "Corporation"). In the event of a direct conflict between the provisions of
these Bylaws and the mandatory provisions of the Delaware General Corporation
Law or the provisions of the Certificate of Incorporation of the Corporation,
such provisions of the Delaware General Corporation Law or the Certificate of
Incorporation of the Corporation, as the case may be, will be controlling.

                                   ARTICLE ONE
                                     OFFICES

         1.1 REGISTERED OFFICE AND AGENT. The registered office and registered
agent of the Corporation shall be as designated from time to time by the
appropriate filing by the Corporation in the office of the Secretary of State of
the State of Delaware.

         1.2 OTHER OFFICES. The Corporation may also have offices at such other
places, both within and without the State of Delaware, as the Board of Directors
may from time to time determine or as the business of the Corporation may
require.


                                   ARTICLE TWO
                            MEETINGS OF STOCKHOLDERS

         2.1 ANNUAL MEETING. An annual meeting of stockholders of the
Corporation shall be held each calendar year on such date and at such time as
shall be designated from time to time by the Board of Directors and stated in
the notice of the meeting or in a duly executed waiver of notice of such
meeting. At such meeting, the stockholders shall elect directors and transact
such other business as may properly be brought before the meeting.

         2.2 SPECIAL MEETING. A special meeting of the stockholders may be
called at any time by the Chairman of the Board, the President, or the Board of
Directors, and shall be called by the


                                       1
<PAGE>

President or the Secretary at the request in writing of the stockholders of
record of not less than ten percent (10%) of all shares entitled to vote at such
meeting, or as otherwise provided by the Certificate of Incorporation of the
Corporation. A special meeting shall be held on such date and at such time as
shall be designated by the person(s) calling the meeting and stated in the
notice of the meeting or in a duly executed waiver of notice of such meeting.
Only such business shall be transacted at a special meeting as may be stated or
indicated in the notice of such meeting or in a duly executed waiver of notice
of such meeting.

         2.3 PLACE OF MEETINGS. An annual meeting of stockholders may be held at
any place within or without the State of Delaware designated by the Board of
Directors. A special meeting of stockholders may be held at any place within or
without the State of Delaware designated in the notice of the meeting or a duly
executed waiver of notice of such meeting. Meetings of stockholders shall be
held at the principal office of the Corporation unless another place is
designated for meetings in the manner provided herein.

         2.4 NOTICE. Written or printed notice stating the place, day, and time
of each meeting of the stockholders and, in case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered not less
than ten (10) nor more than sixty (60) days before the date of the meeting,
either personally or by mail, by or at the direction of the President, the
Secretary, or the officer or person(s) calling the meeting, to each stockholder
of record entitled to vote at such meeting. If such notice is to be sent by
mail, it shall be directed to such stockholder at his address as it appears on
the records of the Corporation, unless he shall have filed with the Secretary of
the Corporation a written request that notices to him be mailed to some other
address, in which case it shall be directed to him at such other address. Notice
of any meeting of stockholders shall not be required to be given to any
stockholder who shall attend such meeting in person or by proxy and shall not,
at the beginning of such meeting, object to the transaction of any business
because the meeting is not lawfully called or convened, or who shall, either
before or after the meeting, submit a signed waiver of notice, in person or by
proxy.

         2.5 VOTING LIST. At least ten (10) days before each meeting of
stockholders, the Secretary or other officer of the Corporation who has charge
of the Corporation's stock ledger, either directly or through another officer
appointed by him or through a transfer agent appointed by the Board of
Directors, shall prepare a complete list of stockholders entitled to vote
thereat, arranged in alphabetical order and showing the address of each
stockholder and number of shares registered in the name of each stockholder. For
a period of ten (10) days prior to such meeting, such list shall be kept on file
at a place within the city where the meeting is to be held, which place shall be
specified in the notice of meeting or a duly executed waiver of notice of such
meeting or, if not so specified, at the place where the meeting is to be held
and shall be open to examination by any stockholder during ordinary business
hours. Such list shall be produced at such meeting and kept at the meeting at
all times during such meeting and may be inspected by any stockholder who is
present.

         2.6 QUORUM. The holders of a majority of the outstanding shares
entitled to vote on a matter, present in person or by proxy, shall constitute a
quorum at any meeting of stockholders, except as otherwise provided by law, the
Certificate of Incorporation of the Corporation, or these Bylaws. If a quorum
shall not be present, in person or by proxy, at any meeting of stockholders,


                                       2
<PAGE>

the stockholders entitled to vote thereat who are present, in person or by
proxy, or, if no stockholder entitled to vote is present, any officer of the
Corporation may adjourn the meeting from time to time, without notice other than
announcement at the meeting (unless the Board of Directors, after such
adjournment, fixes a new record date for the adjourned meeting), until a quorum
shall be present, in person or by proxy. At any adjourned meeting at which a
quorum shall be present, in person or by proxy, any business may be transacted
which may have been transacted at the original meeting had a quorum been
present; provided that, if the adjournment is for more than thirty (30) days or
if after the adjournment a new record date is fixed for the adjourned meeting, a
notice of the adjourned meeting shall be given to each stockholder of record
entitled to vote at the adjourned meeting.

         2.7 REQUIRED VOTE; WITHDRAWAL OF QUORUM. When a quorum is present at
any meeting, the vote of the holders of at least a majority of the outstanding
shares entitled to vote who are present, in person or by proxy, shall decide any
question brought before such meeting, unless the question is one on which, by
express provision of statute, the Certificate of Incorporation of the
Corporation, or these Bylaws, a different vote is required, in which case such
express provision shall govern and control the decision of such question. The
stockholders present at a duly constituted meeting may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum.

         2.8 METHOD OF VOTING; PROXIES. Except as otherwise provided in the
Certificate of Incorporation of the Corporation or by law, each outstanding
share, regardless of class, shall be entitled to one (1) vote on each matter
submitted to a vote at a meeting of stockholders. Elections of directors need
not be by written ballot. At any meeting of stockholders, every stockholder
having the right to vote may vote either in person or by a proxy executed in
writing by the stockholder or by his duly authorized attorney-in-fact. Each such
proxy shall be filed with the Secretary of the Corporation before or at the time
of the meeting. No proxy shall be valid after three (3) years from the date of
its execution, unless otherwise provided in the proxy. If no date is stated in a
proxy, such proxy shall be presumed to have been executed on the date of the
meeting at which it is to be voted. Each proxy shall be revocable unless
expressly provided therein to be irrevocable and coupled with an interest
sufficient in law to support an irrevocable power or unless otherwise made
irrevocable by law.

         2.9      RECORD DATE.

                  (a) For the purpose of determining stockholders entitled to
         notice of or to vote at any meeting of stockholders, or any adjournment
         thereof, or entitled to receive payment of any dividend or other
         distribution or allotment of any rights, or entitled to exercise any
         rights in respect of any change, conversion, or exchange of stock or
         for the purpose of any other lawful action, the Board of Directors may
         fix a record date, which record date shall not precede the date upon
         which the resolution fixing the record date is adopted by the Board of
         Directors, for any such determination of stockholders, such date in any
         case to be not more than sixty (60) days and not less than ten (10)
         days prior to such meeting nor more than sixty (60) days prior to any
         other action. If no record date is fixed:


                                       3
<PAGE>

                           (i) The record date for determining stockholders
                  entitled to notice of or to vote at a meeting of stockholders
                  shall be at the close of business on the day next preceding
                  the day on which notice is given or, if notice is waived, at
                  the close of business on the day next preceding the day on
                  which the meeting is held.

                           (ii) The record date for determining stockholders for
                  any other purpose shall be at the close of business on the day
                  on which the Board of Directors adopts the resolution relating
                  thereto.

                           (iii) 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 upon which the resolution fixing the
         record date is adopted by the Board of Directors, and which date shall
         not be more than ten (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 law or these Bylaws, shall be the first date
         on which a signed written consent setting forth the action taken or
         proposed to be taken is delivered to the Corporation by delivery to its
         registered office in the State of Delaware, its principal place of
         business, or an officer or agent of the Corporation having custody of
         the book in which proceedings of meetings of stockholders are recorded.
         Delivery made to the Corporation's registered office in the State of
         Delaware, principal place of business, or such officer or agent shall
         be by hand or by certified or registered mail, return receipt
         requested. If no record date has been fixed by the Board of Directors
         and prior action by the Board of Directors is required by law or these
         Bylaws, 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.

         2.10 CONDUCT OF MEETING. The Chairman of the Board, if such office has
been filled, and, if not or if the Chairman of the Board is absent or otherwise
unable to act, the President shall preside at all meetings of stockholders. The
Secretary shall keep the records of each meeting of stockholders. In the absence
or inability to act of any such officer, such officer's duties shall be
performed by the officer given the authority to act for such absent or
non-acting officer under these Bylaws or by some person appointed by the
meeting.

         2.11 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 any of the inspectors so appointed shall fail to appear
or act, the chairman of the meeting shall, or if inspectors shall not have been
appointed, the chairman of the meeting may, appoint one or


                                       4
<PAGE>

more inspectors. Each inspector, before entering upon the discharge of his
duties, shall take and sign an oath faithfully to execute the duties of
inspector at such meeting with strict impartiality and according to the best of
his ability. The inspectors shall determine the number of shares of capital
stock of the Corporation outstanding and the voting power of each, the number of
shares represented at the meeting, the existence of a quorum, and the validity
and effect of proxies and shall receive votes, ballots, or consents, hear and
determine all challenges and questions arising in connection with the right to
vote, count and tabulate all votes, ballots, or consents, determine the results,
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, 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 an inspector of an election
of directors. Inspectors need not be stockholders.


                                  ARTICLE THREE
                                    DIRECTORS

         3.1 MANAGEMENT. The business and property of the Corporation shall be
managed by the Board of Directors. Subject to the restrictions imposed by law,
the Certificate of Incorporation of the Corporation, or these Bylaws, the Board
of Directors may exercise all the powers of the Corporation.

         3.2 NUMBER; QUALIFICATION; ELECTION; TERM. The number of directors,
which shall constitute the entire Board of Directors, shall be not less than
one. The first Board of Directors shall consist of the number of directors named
in the Certificate of Incorporation of the Corporation or, if no directors are
so named, shall consist of the number of directors elected by the
incorporator(s) at an organizational meeting or by unanimous written consent in
lieu thereof. Thereafter, within the limits above specified, the number of
directors which shall constitute the entire Board of Directors shall be
determined by resolution of the Board of Directors or by resolution of the
stockholders at the annual meeting thereof or at a special meeting thereof
called for that purpose. Except as otherwise required by law, the Certificate of
Incorporation of the Corporation, or these Bylaws, the directors shall be
elected at an annual meeting of stockholders at which a quorum is present.
Directors shall be elected by a plurality of the votes of the shares present in
person or represented by proxy and entitled to vote on the election of
directors. Each director so chosen shall hold office until the first annual
meeting of stockholders held after his election and until his successor is
elected and qualified or, if earlier, until his death, resignation, or removal
from office. None of the directors need be a stockholder of the Corporation or a
resident of the State of Delaware. Each director must have attained the age of
majority.

         3.3 CHANGE IN NUMBER. No decrease in the number of directors
constituting the entire Board of Directors shall have the effect of shortening
the term of any incumbent director.

         3.4 REMOVAL. Except as otherwise provided in the Certificate of
Incorporation of the Corporation or these Bylaws, at any meeting of stockholders
called expressly for that purpose, any director or the entire Board of Directors
may be removed, with or without cause, by a vote of the holders of a majority of
the shares then entitled to vote on the election of directors; provided,


                                       5
<PAGE>

however, that so long as stockholders have the right to cumulate votes in the
election of directors pursuant to the Certificate of Incorporation of the
Corporation, if less than the entire Board of Directors is to be removed, no one
of the directors may be removed if the votes cast against his removal would be
sufficient to elect him if then cumulatively voted at an election of the entire
Board of Directors.

         3.5 VACANCIES. Vacancies 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, though less than a quorum, or by the sole
remaining director, and each director so chosen shall hold office until the
first annual meeting of stockholders held after his election and until his
successor is elected and qualified or, if earlier, until his death, resignation,
or removal from office. If there are no directors in office, an election of
directors may be held in the manner provided by statute. If, at the time of
filling any vacancy or any newly-created directorship, the directors then in
office shall constitute less than a majority of the whole Board of Directors (as
constituted immediately prior to any such increase), the Court of Chancery may,
upon application of any stockholder or stockholders holding at least ten percent
(10%) of the total number of the shares at the time outstanding having the right
to vote for such directors, summarily order an election to be held to fill any
such vacancies or newly-created directorships or to replace the directors chosen
by the directors then in office. Except as otherwise provided in these Bylaws,
when one or more directors shall resign from the Board of Directors, effective
at a future date, a majority of the directors then in office, including those
who have so resigned, shall have the power to fill such vacancy or vacancies,
the vote thereon to take effect when such resignation or resignations shall
become effective, and each director so chosen shall hold office as provided in
these Bylaws with respect to the filling of other vacancies.

         3.6 MEETINGS OF DIRECTORS. The directors may hold their meetings and
may have an office and keep the books of the Corporation, except as otherwise
provided by statute, in such place or places within or without the State of
Delaware as the Board of Directors may from time to time determine or as shall
be specified in the notice of such meeting or duly executed waiver of notice of
such meeting.

         3.7 FIRST MEETING. Each newly elected Board of Directors may hold its
first meeting for the purpose of organization and the transaction of business,
if a quorum is present, immediately after and at the same place as the annual
meeting of stockholders, and no notice of such meeting shall be necessary.

         3.8 ELECTION OF OFFICERS. At the first meeting of the Board of
Directors after each annual meeting of stockholders at which a quorum shall be
present, the Board of Directors shall elect the officers of the Corporation.

         3.9 REGULAR MEETINGS. Regular meetings of the Board of Directors shall
be held at such times and places as shall be designated from time to time by
resolution of the Board of Directors. Notice of such regular meetings shall not
be required.


                                       6
<PAGE>

         3.10 SPECIAL MEETINGS.  Special  meetings of the Board of Directors
shall be held whenever called by the Chairman of the Board, the President, or
any director.

         3.11 NOTICE. The Secretary shall give notice of each special meeting to
each director at least twenty-four (24) hours before the meeting. Notice of any
such meeting need not be given to any director who shall, either before or after
the meeting, submit a signed waiver of notice or who shall attend such meeting
without protesting, prior to or at its commencement, the lack of notice to him.
Neither the business to be transacted at, nor the purpose of, any regular or
special meeting of the Board of Directors need be specified in the notice or
waiver of notice of such meeting.

         3.12 QUORUM; MAJORITY VOTE. At all meetings of the Board of Directors,
a majority of the directors fixed in the manner provided in these Bylaws shall
constitute a quorum for the transaction of business. If at any meeting of the
Board of Directors there is less than a quorum present, a majority of those
present or any director solely present may adjourn the meeting from time to time
without further notice. Unless the act of a greater number is required by law,
the Certificate of Incorporation of the Corporation, or these Bylaws, the act of
a majority of the directors present at a meeting at which a quorum is in
attendance shall be the act of the Board of Directors. At any time that the
Certificate of Incorporation of the Corporation provides that directors elected
by the holders of a class or series of stock shall have more or less than one
vote per director on any matter, every reference in these Bylaws to a majority
or other proportion of directors shall refer to a majority or other proportion
of the votes of such directors.

         3.13 PROCEDURE. At meetings of the Board of Directors, business shall
be transacted in such order as from time to time the Board of Directors may
determine. The Chairman of the Board, if such office has been filled, and, if
not or if the Chairman of the Board is absent or otherwise unable to act, the
President shall preside at all meetings of the Board of Directors. In the
absence or inability to act of either such officer, a chairman shall be chosen
by the Board of Directors from among the directors present. The Secretary of the
Corporation shall act as the secretary of each meeting of the Board of Directors
unless the Board of Directors appoints another person to act as secretary of the
meeting. The Board of Directors shall keep regular minutes of its proceedings,
which shall be placed in the minute book of the Corporation.

         3.14 COMPENSATION. The Board of Directors shall have the authority to
fix the compensation, including fees and reimbursement of expenses, paid to
directors for attendance at regular or special meetings of the Board of
Directors or any committee thereof; provided, that nothing contained herein
shall be construed to preclude any director from serving the Corporation in any
other capacity or receiving compensation therefor.

                                  ARTICLE FOUR
                                   COMMITTEES

         4.1 DESIGNATION. The Board of Directors, by resolution adopted by a
majority of the entire Board of Directors, may designate one or more committees.

         4.2 NUMBER; QUALIFICATION; TERM. Each committee shall consist of one or
more


                                       7
<PAGE>

directors appointed by resolution adopted by a majority of the entire Board of
Directors. The number of committee members may be increased or decreased from
time to time by resolution adopted by a majority of the entire Board of
Directors. Each committee member shall serve as such until the earliest of (i)
the expiration of his term as director, (ii) his resignation as a committee
member or as a director, or (iii) his removal as a committee member or as a
director.

         4.3 AUTHORITY. Each committee, to the extent expressly provided in the
resolution establishing such committee, shall have and may exercise all of the
authority of the Board of Directors in the management of the business and
property of the Corporation except to the extent expressly restricted by law,
the Certificate of Incorporation of the Corporation, or these Bylaws.

         4.4 COMMITTEE CHANGES. The Board of Directors shall have the power at
any time to fill vacancies in, to change the membership of, and to discharge any
committee.

         4.5 ALTERNATE MEMBERS OF COMMITTEES. The Board of Directors may
designate one or more directors as alternate members of any committee. Any such
alternate member may replace any absent or disqualified member at any meeting of
the committee. If no alternate committee members have been so appointed to a
committee or each such alternate committee member is absent or disqualified, the
member or members of such committee present at any 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 any such absent or disqualified member.

         4.6 REGULAR MEETINGS. Regular meetings of any committee may be held
without notice at such time and place as may be designated from time to time by
the committee and communicated to all members thereof.

         4.7 SPECIAL MEETINGS. Special meetings of any committee may be held
whenever called by any committee member. The committee member calling any
special meeting shall cause notice of such special meeting, including therein
the time and place of such special meeting, to be given to each committee member
at least two (2) days before such special meeting. Neither the business to be
transacted at, nor the purpose of, any special meeting of any committee need be
specified in the notice or waiver of notice of any special meeting.

         4.8 QUORUM; MAJORITY VOTE. At meetings of any committee, a majority of
the number of members designated by the Board of Directors shall constitute a
quorum for the transaction of business. If a quorum is not present at a meeting
of any committee, a majority of the members present may adjourn the meeting from
time to time, without notice other than an announcement at the meeting, until a
quorum is present. The act of a majority of the members present at any meeting
at which a quorum is in attendance shall be the act of a committee, unless the
act of a greater number is required by law, the Certificate of Incorporation of
the Corporation, or these Bylaws.

         4.9 MINUTES. Each committee shall cause minutes of its proceedings to
be prepared and shall report the same to the Board of Directors upon the request
of the Board of Directors. The minutes of the proceedings of each committee
shall be delivered to the Secretary of the


                                       8
<PAGE>

Corporation for placement in the minute books of the Corporation.

         4.10 COMPENSATION. Committee members may, by resolution of the Board of
Directors, be allowed a fixed sum and expenses of attendance, if any, for
attending any committee meetings or a stated salary.

         4.11 RESPONSIBILITY. The designation of any committee and the
delegation of authority to it shall not operate to relieve the Board of
Directors or any director of any responsibility imposed upon it or such director
by law.


                                  ARTICLE FIVE
                                     NOTICE

         5.1 METHOD. Whenever by statute, the Certificate of Incorporation of
the Corporation, or these Bylaws, notice is required to be given to any
committee member, director, or stockholder and no provision is made as to how
such notice shall be given, personal notice shall not be required and any such
notice may be given (a) in writing, by mail, postage prepaid, addressed to such
committee member, director, or stockholder at his address as it appears on the
books or (in the case of a stockholder) the stock transfer records of the
Corporation, or (b) by any other method permitted by law (including, but not
limited to, overnight courier service, telegram, telex, or telefax). Any notice
required or permitted to be given by mail shall be deemed to be delivered and
given at the time when the same is deposited in the United States mail as
aforesaid. Any notice required or permitted to be given by overnight courier
service shall be deemed to be delivered and given at the time delivered to such
service with all charges prepaid and addressed as aforesaid. Any notice required
or permitted to be given by telegram, telex, or telefax shall be deemed to be
delivered and given at the time transmitted with all charges prepaid and
addressed as aforesaid.

         5.2 WAIVER. Whenever any notice is required to be given to any
stockholder, director, or committee member of the Corporation by statute, the
Certificate of Incorporation of the Corporation, or these Bylaws, a waiver
thereof in writing signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be equivalent to the
giving of such notice. Attendance of a stockholder, director or committee member
at a meeting shall constitute a waiver of notice of such meeting, except where
such person attends for the express purpose of objecting to the transaction of
any business on the ground that the meeting is not lawfully called or convened.

                                   ARTICLE SIX
                                    OFFICERS

         6.1 NUMBER; TITLES; TERM OF OFFICE. The officers of the Corporation
shall be a President, a Secretary, and such other officers as the Board of
Directors may from time to time elect or appoint, including a Chairman of the
Board, one or more Vice Presidents (with each Vice President to have such
descriptive title, if any, as the Board of Directors shall determine), and a
Treasurer. Each officer shall hold office until his successor shall have been
duly elected


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<PAGE>

and shall have qualified, until his death, or until he shall resign or shall
have been removed in the manner hereinafter provided. Any two or more offices
may be held by the same person. None of the officers need be a stockholder or a
director of the Corporation or a resident of the State of Delaware.

         6.2 REMOVAL. Any officer or agent elected or appointed by the Board of
Directors may be removed by the Board of Directors whenever in its judgment the
best interest of the Corporation will be served thereby, but such removal shall
be without prejudice to the contract rights, if any, of the person so removed.
Election or appointment of an officer or agent shall not of itself create
contract rights.

         6.3 VACANCIES. Any vacancy occurring in any office of the Corporation
(by death, resignation, removal or otherwise), may be filled by the Board of
Directors.

         6.4 AUTHORITY. Officers shall have such authority and perform such
duties in the management of the Corporation as are provided in these Bylaws or
as may be determined by resolution of the Board of Directors not inconsistent
with these Bylaws.

         6.5 COMPENSATION. The compensation, if any, of officers and agents
shall be fixed from time to time by the Board of Directors; provided, however,
that the Board of Directors may delegate the power to determine the compensation
of any officer and agent (other than the officer to whom such power is
delegated) to the Chairman of the Board or the President.

         6.6 CHAIRMAN OF THE BOARD. The Chairman of the Board, if elected by the
Board of Directors, shall be the Chief Executive Officer of the Corporation and,
subject to the Board of Directors, he shall have general executive charge,
management, and control of the properties and operations of the Corporation in
the ordinary course of its business, with all such powers with respect to such
properties and operations as may be reasonably incident to such
responsibilities. Such officer shall preside at all meetings of the stockholders
and of the Board of Directors. Such officer may sign all certificates for shares
of stock of the Corporation.

         6.7 PRESIDENT. The President shall be the chief operating officer of
the Corporation, and subject to the Board of Directors, shall have charge of the
day to day operations and management of the Corporation and its properties, with
all such powers with respect to such properties and operations as may be
reasonably incident to such responsibilities. If the Board of Directors has not
elected a Chairman of the Board or in the absence or inability to act of the
Chairman of the Board, the President shall exercise all of the powers and
discharge all of the duties of the Chairman of the Board. As between the
Corporation and third parties, any action taken by the President in the
performance of the duties of the Chairman of the Board shall be conclusive
evidence that there is no Chairman of the Board or that the Chairman of the
Board is absent or unable to act.

         6.8 VICE PRESIDENTS. Each Vice President shall have such powers and
duties as may be assigned to him by the Board of Directors, the Chairman of the
Board, or the President, and (in order of their seniority as determined by the
Board of Directors, or, in the absence of such determination, as determined by
the length of time they have held the office of Vice President)


                                       10
<PAGE>

shall exercise the powers of the President during that officer's absence or
inability to act. As between the Corporation and third parties, any action taken
by a Vice President in the performance of the duties of the President shall be
conclusive evidence of the absence or inability to act of the President at the
time such action was taken.

         6.9 TREASURER. The Treasurer shall have custody of the Corporation's
funds and securities, shall keep full and accurate account of receipts and
disbursements, shall deposit all monies and valuable effects in the name and to
the credit of the Corporation in such depository or depositories as may be
designated by 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.

         6.10 ASSISTANT TREASURERS. Each Assistant Treasurer shall have such
powers and duties as may be assigned to him by the Board of Directors, the
Chairman of the Board, or the President. The Assistant Treasurers (in the order
of their seniority as determined by the Board of Directors or, in the absence of
such a determination, as determined by the length of time they have held the
office of Assistant Treasurer) shall exercise the powers of the Treasurer during
that officer's absence or inability to act.

         6.11 SECRETARY. Except as otherwise provided in these Bylaws, the
Secretary shall keep the minutes of all meetings of the Board of Directors and
of the stockholders in books provided for that purpose, and he shall attend to
the giving and service of all notices. He may sign with the Chairman of the
Board or the President, in the name of the Corporation, all contracts of the
Corporation and affix the seal of the Corporation thereto. He may sign with the
Chairman of the Board or the President all certificates for shares of stock of
the Corporation, and he shall have charge of the certificate books, transfer
books, and stock papers as the Board of Directors may direct, all of which shall
at all reasonable times be open to inspection by any director upon application
at the office of the Corporation during business hours. He shall in general
perform all duties incident to the office of the Secretary, subject to the
control of the Board of Directors, the Chairman of the Board, and the President.

         6.12 ASSISTANT SECRETARIES. Each Assistant Secretary shall have such
powers and duties as may be assigned to him by the Board of Directors, the
Chairman of the Board, or the President. The Assistant Secretaries (in the order
of their seniority as determined by the Board of Directors or, in the absence of
such a determination, as determined by the length of time they have held the
office of Assistant Secretary) shall exercise the powers of the Secretary during
that officer's absence or inability to act.

                                  ARTICLE SEVEN
                          CERTIFICATES AND SHAREHOLDERS

         7.1 CERTIFICATES FOR SHARES. Certificates for shares of stock of the
Corporation shall be in such form as shall be approved by the Board of
Directors. The certificates shall be signed by the Chairman of the Board or the
President or a Vice President and also by the Secretary or an Assistant
Secretary or by the Treasurer or an Assistant Treasurer. Any and all signatures
on the certificate may be a facsimile and may be sealed with the seal of the
Corporation or a facsimile


                                       11
<PAGE>

thereof. If any officer, transfer agent, or registrar who has signed, or whose
facsimile signature has been placed upon, a certificate has ceased to be such
officer, transfer agent, or registrar before such certificate is issued, such
certificate may be issued by the Corporation with the same effect as if he were
such officer, transfer agent, or registrar at the date of issue. The
certificates shall be consecutively numbered and shall be entered in the books
of the Corporation as they are issued and shall exhibit the holder's name and
the number of shares.

         7.2 REPLACEMENT OF LOST OR DESTROYED CERTIFICATES. The Board of
Directors may direct a new certificate or certificates to be issued in place of
a certificate or certificates theretofore issued by the Corporation and alleged
to have been lost or destroyed, upon the making of an affidavit of that fact by
the person claiming the certificate or certificates representing shares to be
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 lost or destroyed
certificate or certificates, or his legal representative, to advertise the same
in such manner as it shall require and/or to give the Corporation a bond with a
surety or sureties satisfactory to the Corporation in such sum as it may direct
as indemnity against any claim, or expense resulting from a claim, that may be
made against the Corporation with respect to the certificate or certificates
alleged to have been lost or destroyed.

         7.3 TRANSFER OF SHARES. Shares of stock of the Corporation shall be
transferable only on the books of the Corporation by the holders thereof in
person or by their duly authorized attorneys or legal representatives. Upon
surrender to the Corporation or the transfer agent of the Corporation of a
certificate representing shares duly endorsed or accompanied by proper evidence
of succession, assignment, or authority to transfer, the Corporation or its
transfer agent shall issue a new certificate to the person entitled thereto,
cancel the old certificate, and record the transaction upon its books.

         7.4 REGISTERED STOCKHOLDERS. The Corporation shall be entitled to treat
the holder of record of any share or shares of stock as the holder in fact
thereof and, accordingly, 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 person,
whether or not it shall have express or other notice thereof, except as
otherwise provided by law.

         7.5 REGULATIONS. The Board of Directors shall have the power and
authority to make all such rules and regulations as they may deem expedient
concerning the issue, transfer, and registration or the replacement of
certificates for shares of stock of the Corporation.

         7.6 LEGENDS. The Board of Directors shall have the power and authority
to provide that certificates representing shares of stock bear such legends as
the Board of Directors deems appropriate to assure that the Corporation does not
become liable for violations of federal or state securities laws or other
applicable law.


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<PAGE>

                                  ARTICLE EIGHT
                            MISCELLANEOUS PROVISIONS

         8.1 DIVIDENDS. Subject to provisions of law and the Certificate of
Incorporation of the Corporation, dividends may be declared by the Board of
Directors at any regular or special meeting and may be paid in cash, in
property, or in shares of stock of the Corporation. Such declaration and payment
shall be at the discretion of the Board of Directors.

         8.2 RESERVES. There may be created by the Board of Directors out of
funds of the Corporation legally available therefor such reserve or reserves as
the directors from time to time, in their discretion, consider proper to provide
for contingencies, to equalize dividends, or to repair or maintain any property
of the Corporation, or for such other purpose as the Board of Directors shall
consider beneficial to the Corporation, and the Board of Directors may modify or
abolish any such reserve in the manner in which it was created.

         8.3 BOOKS AND RECORDS. The Corporation shall keep correct and complete
books and records of account, shall keep minutes of the proceedings of its
stockholders and Board of Directors and shall keep at its registered office or
principal place of business, or at the office of its transfer agent or
registrar, a record of its stockholders, giving the names and addresses of all
stockholders and the number and class of the shares held by each.

         8.4 FISCAL YEAR. The fiscal year of the Corporation shall be fixed by
the Board of Directors; provided, that if such fiscal year is not fixed by the
Board of Directors and the selection of the fiscal year is not expressly
deferred by the Board of Directors, the fiscal year shall be the calendar year.

         8.5 SEAL. The seal of the Corporation shall be such as from time to
time may be approved by the Board of Directors.

         8.6 RESIGNATIONS. Any director, committee member, or officer may resign
by so stating at any meeting of the Board of Directors or by giving written
notice to the Board of Directors, the Chairman of the Board, the President, or
the Secretary. Such resignation shall take effect at the time specified therein
or, if no time is specified therein, immediately upon its receipt. Unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.

         8.7 SECURITIES OF OTHER CORPORATIONS. The Chairman of the Board, the
President, or any Vice President of the Corporation shall have the power and
authority to transfer, endorse for transfer, vote, consent, or take any other
action with respect to any securities of another issuer which may be held or
owned by the Corporation and to make, execute, and deliver any waiver, proxy, or
consent with respect to any such securities.

         8.8 TELEPHONE MEETINGS. Members of the Board of Directors and members
of a committee of the Board of Directors may participate in and hold a meeting
of such Board of Directors or committee by means of a conference telephone or
similar communications equipment by means of which persons participating in the
meeting can hear each other, and


                                       13
<PAGE>

participation in a meeting pursuant to this section shall constitute presence in
person at such meeting, except where a person participates in the meeting for
the express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.

         8.9      ACTION WITHOUT A MEETING.

                  (a) Unless otherwise provided in the Certificate of
         Incorporation of the Corporation, any action required by the Delaware
         General Corporation Law to be taken at any annual or special meeting of
         the stockholders, or any action which may be taken at any annual or
         special meeting of the stockholders, may be taken without a meeting,
         without prior notice, and without a vote, if a consent or consents in
         writing, setting forth the action so taken, shall be signed by the
         holders (acting for themselves or through a proxy) 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 the
         holders of all shares entitled to vote thereon were present and voted
         and shall be delivered to the Corporation by delivery to its registered
         office in the State of Delaware, its principal place of business, or an
         officer or agent of the Corporation having custody of the book in which
         proceedings of meetings of stockholders are recorded. Every written
         consent of stockholders 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 sixty (60) days of the earliest dated consent delivered in the
         manner required by this Section 8.9(a) to the Corporation, written
         consents signed by a sufficient number of holders to take action are
         delivered to the Corporation by delivery to its registered office in
         the State of Delaware, its principal place of business, or an officer
         or agent of the Corporation having custody of the book in which
         proceedings of meetings of stockholders are recorded. Delivery made to
         the Corporation's registered office, principal place of business, or
         such officer or agent shall be by hand or by certified or registered
         mail, return receipt requested.

                  (b) Unless otherwise restricted by the Certificate of
         Incorporation of the Corporation or by these Bylaws, any action
         required or permitted to be taken at a meeting of the Board of
         Directors, or of any committee of the Board of Directors, may be taken
         without a meeting if a consent or consents in writing, setting forth
         the action so taken, shall be signed by all the directors or all the
         committee members, as the case may be, entitled to vote with respect to
         the subject matter thereof, and such consent shall have the same force
         and effect as a vote of such directors or committee members, as the
         case may be, and may be stated as such in any certificate or document
         filed with the Secretary of State of the State of Delaware or in any
         certificate delivered to any person. Such consent or consents shall be
         filed with the minutes of proceedings of the board or committee, as the
         case may be.

         8.10 INVALID PROVISIONS. If any part of these Bylaws shall be held
invalid or inoperative for any reason, the remaining parts, so far as it is
possible and reasonable, shall remain valid and operative.


                                       14
<PAGE>

         8.11 MORTGAGEE, ETC. With respect to any deed, deed of trust, mortgage,
or other instrument executed by the Corporation through its duly authorized
officer or officers, the attestation to such execution by the Secretary of the
Corporation shall not be necessary to constitute such deed, deed of trust,
mortgage, or other instrument a valid and binding obligation against the
Corporation unless the resolutions, if any, of the Board of Directors
authorizing such execution expressly state that such attestation is necessary.

         8.12 HEADINGS. The headings used in these Bylaws have been inserted for
administrative convenience only and do not constitute matter to be construed in
interpretation.

         8.13 REFERENCES. Whenever herein the singular number is used, the same
shall include the plural where appropriate, and words of any gender should
include each other gender where appropriate.

         8.14 AMENDMENTS. These Bylaws may be altered, amended, or repealed or
new Bylaws may be adopted by the stockholders or by the Board of Directors at
any regular meeting of the stockholders or the Board of Directors or at any
special meeting of the stockholders or the Board of Directors if notice of such
alteration, amendment, repeal, or adoption of new Bylaws be contained in the
notice of such special meeting.


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