<PAGE>

                                  EXHIBIT 3.2

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                             ALDERWOODS GROUP, INC.


                              AMENDED AND RESTATED

                                     BYLAWS


                                As Adopted and in
                            Effect on January 2, 2002

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                               TABLE OF CONTENTS
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                                                                            PAGE
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STOCKHOLDERS' MEETINGS.........................................................1
     1.   Time and Place of Meetings...........................................1
     2.   Annual Meeting.......................................................1
     3.   Special Meetings.....................................................1
     4.   Notice of Meetings...................................................1
     5.   Inspectors...........................................................2
     6.   Quorum...............................................................2
     7.   Voting...............................................................2
     8.   Order of Business....................................................2

DIRECTORS......................................................................4
     9.   Function.............................................................4
     10.  Number, Election, and Terms..........................................4
     11.  Vacancies and Newly Created Directorships............................5
     12.  Removal..............................................................5
     13.  Nominations of Directors; Election...................................5
     14.  Resignation..........................................................6
     15.  Regular Meetings.....................................................6
     16.  Special Meetings.....................................................6
     17.  Quorum...............................................................7
     18.  Participation in Meetings by Remote Communications...................7
     19.  Committees...........................................................7
     20.  Compensation.........................................................8
     21.  Rules................................................................8

NOTICES........................................................................8
     22.  Generally............................................................8
     23.  Waivers..............................................................8

OFFICERS.......................................................................8
     24.  Generally............................................................8
     25.  Compensation.........................................................9
     26.  Succession...........................................................9
     27.  Authority and Duties.................................................9

STOCK..........................................................................9
     28.  Certificates.........................................................9
     29.  Classes of Stock.....................................................9
     30.  Lost, Stolen, or Destroyed Certificates..............................9
     31.  Record Dates........................................................10

GENERAL.......................................................................10
</TABLE>


                                      (i)
<PAGE><PAGE>

<TABLE>
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     32.  Fiscal Year.........................................................10
     33.  Seal................................................................10
     34.  Reliance Upon Books, Reports, and Records...........................10
     35.  Time Periods........................................................10
     36.  Amendments..........................................................11
     37.  Certain Defined Terms...............................................11
</TABLE>


                                      (ii)
<PAGE>

                             STOCKHOLDERS' MEETINGS

     1. TIME AND PLACE OF MEETINGS. All meetings of the stockholders for the
election of Directors or for any other purpose may be held at such time and
place, within or without the State of Delaware, as may be designated by the
Board of Directors of the Company (the "Board") or, in the absence of a
designation by the Board, the Chairman, the President, or the Secretary, and
stated in the notice of meeting. Notwithstanding the foregoing, the Board may,
in its sole discretion, determine that meetings of the stockholders shall not be
held at any place, but may instead be held by means of remote communication,
subject to such guidelines and procedures as the Board may adopt from time to
time. The Board may postpone and reschedule any previously scheduled annual or
special meeting of the stockholders.

     2. ANNUAL MEETING. Commencing with the year 2003, an annual meeting of the
stockholders will be held at such date and time as may be designated from time
to time by the Board, at which meeting the stockholders will elect by a
plurality vote the Directors to succeed those whose terms expire at such meeting
and will transact such other business as may properly be brought before the
meeting in accordance with Bylaw 8.

     3. SPECIAL MEETINGS. (a) Special meetings of the stockholders may be called
only by (i) the Chairman, (ii) the President, (iii) the Secretary within 10
calendar days after receipt of the written request of a majority of the Whole
Board, or (iv) as provided in Bylaw 3(b). Any such request by a majority of the
Whole Board must be sent to the Chairman and the Secretary and must state the
purpose or purposes of the proposed meeting. Special meetings of holders of the
outstanding Preferred Stock, if any, may be called in the manner and for the
purposes provided in the applicable Preferred Stock Designation.

     (b) Upon the receipt by the Company of a written request executed by the
holders of not less than 25% of the outstanding Voting Stock (a "Meeting
Request"), the Board will (i) call a special meeting of the stockholders for the
purposes specified in the Meeting Request and (ii) fix a record date for the
determination of stockholders entitled to notice of and to vote at such meeting,
which record date will not be later than 60 calendar days after the date of
receipt by the Company of the Meeting Request; PROVIDED, HOWEVER, that no
separate special meeting of stockholders requested pursuant to a Meeting Request
will be required to be convened if (A) the Board calls an annual or special
meeting of stockholders to be held not later than 90 calendar days after receipt
of such Meeting Request and (B) the purposes of such annual or special meeting
include (among any other matters properly brought before the meeting) the
purposes specified in such Meeting Request.

     4. NOTICE OF MEETINGS. Written notice of every meeting of the stockholders,
stating the place, if any, date, and time thereof, the means of remote
communications, if any, by which stockholders and proxy holders may be deemed to
be present in person and vote at such meeting, and, in the case of a special
meeting, the purpose or purposes for which the meeting is called, will be given
not less than 10 nor more than 60 calendar days before the date of the meeting
to each stockholder of record entitled to vote at such meeting, except as
otherwise provided herein or by law. When a meeting is adjourned to another
place, date, or time, written notice need not be given of the adjourned meeting
if the place, if any, date and time thereof, and the means of


<PAGE>

remote communications, if any, by which stockholders and proxy holders may be
deemed to be present in person and vote at such adjourned meeting are announced
at the meeting at which the adjournment is taken; PROVIDED, HOWEVER, that if the
adjournment is for more than 30 calendar days, or if after the adjournment a new
record date is fixed for the adjourned meeting, written notice of the place, if
any, date, and time thereof, and the means of remote communications, if any, by
which stockholders and proxy holders may be deemed to be present in person and
vote at such adjourned meeting must be given in conformity herewith. At any
adjourned meeting, any business may be transacted which properly could have been
transacted at the original meeting.

     5. INSPECTORS. The Board may appoint one or more inspectors of election to
act as judges of the voting and to determine those entitled to vote at any
meeting of the stockholders, or any adjournment thereof, in advance of such
meeting. The Board may designate one or more persons as alternate inspectors to
replace any inspector who fails to act. If no inspector or alternate is able to
act at a meeting of stockholders, the presiding officer of the meeting may
appoint one or more substitute inspectors.

     6. QUORUM. Except as otherwise provided by law or in a Preferred Stock
Designation, the holders of a majority of the stock issued and outstanding and
entitled to vote at meetings of stockholders, present in person or represented
by proxy or otherwise participating in such meeting, will constitute a quorum at
all meetings of the stockholders for the transaction of business thereat. If,
however, such quorum is not present or represented at, or participating in, any
meeting of the stockholders, the stockholders entitled to vote at such meeting
that are present in person or represented by proxy or otherwise or participating
in such meeting, will have the power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, provided that the
adjournment is for less than 30 calendar days, until a quorum is present or
represented at, or participating in, such meeting.

     7. VOTING. Except as otherwise provided by law, by the Company's
Certificate of Incorporation, or in a Preferred Stock Designation, each
stockholder will be entitled at every meeting of the stockholders to one vote
for each share of stock having voting power standing in the name of such
stockholder on the books of the Company on the record date for the meeting and
such votes may be cast either in person or by proxy. Every proxy must be in a
form permitted by Section 212 of the Delaware General Corporation Law (or any
successor provision). Without affecting any vote previously taken, a stockholder
may revoke any proxy that is not irrevocable by attending the meeting and voting
in person, by revoking the proxy by giving notice to the Secretary of the
Company, or by a later appointment of a proxy. The vote upon any question
brought before a meeting of the stockholders may be by voice vote, unless
otherwise required by the Certificate of Incorporation or these Bylaws or unless
the Chairman or the holders of a majority of the outstanding shares of all
classes of stock entitled to vote thereon present in person or by proxy at such
meeting otherwise determine. Every vote taken by written ballot will be counted
by the inspectors of election. When a quorum is present at any meeting, the
affirmative vote of the holders of a majority of the stock present in person or
represented by proxy at the meeting and entitled to vote on the subject matter
and which has actually been voted will be the act of the stockholders, except in
the election of Directors or as otherwise provided in these Bylaws, the
Certificate of Incorporation, or a Preferred Stock Designation or by law.


                                       2
<PAGE>

     8. ORDER OF BUSINESS. (a) The Chairman, or such other officer of the
Company designated by a majority of the Whole Board, will call meetings of the
stockholders to order and will act as presiding officer thereof. Unless
otherwise determined by the Board prior to the meeting, the presiding officer of
the meeting of the stockholders will also determine the order of business and
have the authority in his or her sole discretion to regulate the conduct of any
such meeting, including, without limitation, by imposing restrictions on the
persons (other than stockholders of the Company or their duly appointed proxies)
who may attend any such stockholders' meeting, by ascertaining whether any
stockholder or his or her proxy may be excluded from any meeting of the
stockholders based upon any determination by the presiding officer, in his or
her sole discretion, that any such person has unduly disrupted or is likely to
disrupt the proceedings thereat, and by determining the circumstances in which
any person may make a statement or ask questions at any meeting of the
stockholders.

     (b) At an annual meeting of the stockholders, only such business will be
conducted or considered as is properly brought before the meeting. To be
properly brought before an annual meeting, business must be (i) specified in the
notice of meeting (or any supplement thereto) given by or at the direction of
the Board in accordance with Bylaw 4, (ii) otherwise properly brought before the
meeting by the presiding officer or by or at the direction of a majority of the
Whole Board, or (iii) otherwise properly requested to be brought before the
meeting by a stockholder of the Company in accordance with Bylaw 8(c).

     (c) For business to be properly requested by a stockholder to be brought
before an annual meeting, (i) the stockholder must be a stockholder of the
Company of record at the time of the giving of the notice for such annual
meeting provided for in these Bylaws, (ii) the stockholder must be entitled to
vote at such meeting, (iii) the stockholder must have given timely notice
thereof in writing to the Secretary, and (iv) if the stockholder, or the
beneficial owner on whose behalf any business is brought before the meeting, has
provided the Company with a Proposal Solicitation Notice (as that term is
defined in this Bylaw 8(c) below), such stockholder or beneficial owner must
have delivered a proxy statement and form of proxy to the holders of at the
least the percentage of shares of Voting Stock required to approve such business
that the stockholder proposes to bring before the annual meeting and included in
such materials the Proposal Solicitation Notice. To be timely, a stockholder's
notice must be delivered to or mailed and received at the principal executive
offices of the Company not less than 60 nor more than 90 calendar days prior to
the first anniversary of the date on which the Company first mailed its proxy
materials for the preceding year's annual meeting of stockholders; PROVIDED,
HOWEVER, that if there was no annual meeting held during the prior year or if
the date of the annual meeting is advanced more than 30 calendar days prior to
or delayed by more than 30 calendar days after the anniversary of the preceding
year's annual meeting, notice by the stockholder to be timely must be so
delivered not later than the close of business on the later of the 90th calendar
day prior to such annual meeting or the 10th calendar day following the day on
which public announcement of the date of such meeting is first made. In no event
shall the public announcement of an adjournment of an annual meeting commence a
new time period for the giving of a stockholder's notice as described above. A
stockholder's notice to the Secretary must set forth as to each matter the
stockholder proposes to bring before the annual meeting (A) a description in
reasonable detail of the business desired to brought before the annual meeting
and the reasons for conducting such business at the annual meeting, (B) the name
and address, as they appear on the


                                      3
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Company's books, of the stockholder proposing such business and the beneficial
owner, if any, on whose behalf the proposal is made, (C) the class and number of
shares of the Company that are owned beneficially and of record by the
stockholder proposing such business and by the beneficial owner, if any, on
whose behalf the proposal is made, (D) any material interest of such stockholder
proposing such business and the beneficial owner, if any, on whose behalf the
proposal is made in such business, and (E) whether either such stockholder or
beneficial owner intends to deliver a proxy statement and form of proxy to
holders of at least the percentage of Voting Stock required to approve the
proposal (an affirmative statement of such intent, a "Proposal Solicitation
Notice"). Notwithstanding the foregoing provisions of this Bylaw 8(c), a
stockholder must also comply with all applicable requirements of the Securities
Exchange Act of 1934, as amended, and the rules and regulations thereunder with
respect to the matters set forth in this Bylaw 8(c). For purposes of this Bylaw
8(c) and Bylaw 13, "public announcement" means disclosure in a press release
reported by the Dow Jones News Service, Associated Press, or comparable national
news service or in a document publicly filed by the Company with the Securities
and Exchange Commission pursuant to Sections 13, 14, or 15(d) of the Securities
Exchange Act of 1934, as amended, or furnished to stockholders. Nothing in this
Bylaw 8(c) will be deemed to affect any rights of stockholders to request
inclusion of proposals in the Company's proxy statement pursuant to Rule 14a-8
under the Securities Exchange Act of 1934, as amended.

     (d) At a special meeting of stockholders, only such business may be
conducted or considered as is properly brought before the meeting. To be
properly brought before a special meeting, business must be (i) specified in the
notice of the meeting (or any supplement thereto) given by or at the direction
of the Chairman, the President, or a majority of the Whole Board in accordance
with Bylaw 4 or (ii) otherwise properly brought before the meeting by the
presiding officer or by or at the direction of a majority of the Whole Board.

     (e) The determination of whether any business sought to be brought before
any annual or special meeting of the stockholders is properly brought before
such meeting in accordance with this Bylaw 8 will be made by the presiding
officer of such meeting. If the presiding officer determines that any business
is not properly brought before such meeting, he or she will so declare to the
meeting and any such business will not be conducted or considered.

                                   DIRECTORS

     9. FUNCTION. The business and affairs of the Company will be managed under
the direction of its Board.

     10. NUMBER, ELECTION, AND TERMS. Subject to the rights, if any, of any
series of Preferred Stock to elect additional Directors under circumstances
specified in a Preferred Stock Designation and to the minimum and maximum number
of authorized Directors provided in the Certificate of Incorporation, the
authorized number of Directors shall initially be nine and may be changed from
time to time only (i) by a vote of a majority of the Whole Board or (ii) by the
affirmative vote of the holders of at least 66-2/3% of the Voting Stock, voting
together as a single


                                       4
<PAGE>

class. The Directors shall hold office until the next succeeding annual meeting
of stockholders and until their successors are elected and qualified.

     11. VACANCIES AND NEWLY CREATED DIRECTORSHIPS. Subject to the rights, if
any, of the holders of any series of Preferred Stock to elect additional
Directors under circumstances specified in a Preferred Stock Designation, newly
created directorships resulting from any increase in the number of Directors and
any vacancies on the Board resulting from death, resignation, disqualification,
removal, or other cause will be filled solely by the affirmative vote of a
majority of the remaining Directors then in office, even though less than a
quorum of the Board, or by a sole remaining Director. Any Director elected in
accordance with the preceding sentence will hold office until the next annual
meeting of stockholders and until such Director's successor has been elected and
qualified. No decrease in the number of Directors constituting the Board will
shorten the term of any incumbent Director.

     12. REMOVAL. Subject to the rights, if any, of the holders of any series of
Preferred Stock to elect additional Directors under circumstances specified in a
Preferred Stock Designation, any Director may be removed from office by the
stockholders only in the manner provided in the Certificate of Incorporation.

     13. NOMINATIONS OF DIRECTORS; ELECTION. (a) Subject to the rights, if any,
of the holders of any series of Preferred Stock to elect additional Directors
under circumstances specified in a Preferred Stock Designation, only persons who
are nominated in accordance with this Bylaw 13 will be eligible for election at
a meeting of stockholders to be members of the Board.

     (b) Nominations of persons for election as Directors of the Company may be
made only at an annual meeting of stockholders (i) by or at the direction of the
Board or a committee thereof or (ii) by any stockholder that is a stockholder of
record at the time of giving of notice provided for in this Bylaw 13, who is
entitled to vote for the election of Directors at such meeting, and who complies
with the procedures set forth in this Bylaw 13. If a stockholder, or a
beneficial owner on whose behalf any such nomination is made, has provided the
Company with a Nomination Solicitation Notice (as that term is defined in this
Bylaw 13 below), such stockholder or beneficial owner must have delivered a
proxy statement and form of proxy to the holders of at least the percentage of
Voting Stock required to elect such nominee or nominees and included in such
materials the Nomination Solicitation Notice. All nominations by stockholders
must be made pursuant to timely notice in proper written form to the Secretary.

     (c) To be timely, a stockholder's notice must be delivered to or mailed and
received at the principal executive offices of the Company not less than 60 nor
more than 90 calendar days prior to the first anniversary of the date on which
the Company first mailed its proxy materials for the preceding year's annual
meeting of stockholders; PROVIDED, HOWEVER, that if there was no annual meeting
held during the prior year or if the date of the annual meeting is advanced more
than 30 calendar days prior to or delayed by more than 30 calendar days after
the anniversary of the preceding year's annual meeting, notice by the
stockholder to be timely must be so delivered not later than the close of
business on the later of the 90th calendar day prior to such annual meeting or
the 10th calendar day following the day on which public announcement of the date
of such meeting is first made. In no event shall the public announcement of an
adjournment of an


                                       5
<PAGE>

annual meeting commence a new time period for the giving of a stockholder's
notice as described above. To be in proper written form, such stockholder's
notice must set forth or include (i) the name and address, as they appear on the
Company's books, of the stockholder giving the notice and of the beneficial
owner, if any, on whose behalf the nomination is made; (ii) a representation
that the stockholder giving the notice is a holder of record of stock of the
Company entitled to vote at such annual meeting and intends to appear in person
or by proxy at the annual meeting to nominate the person or persons specified in
the notice; (iii) the class and number of shares of stock of the Company owned
beneficially and of record by the stockholder giving the notice and by the
beneficial owner, if any, on whose behalf the nomination is made; (iv) a
description of all arrangements or understandings between or among any of (A)
the stockholder giving the notice, (B) the beneficial owner on whose behalf the
notice is given, (C) each nominee, and (D) any other person or persons (naming
such person or persons) pursuant to which the nomination or nominations are to
be made by the stockholder giving the notice; (v) such other information
regarding each nominee proposed by the stockholder giving the notice as would be
required to be included in a proxy statement filed pursuant to the proxy rules
of the Securities and Exchange Commission had the nominee been nominated, or
intended to be nominated, by the Board; (vi) the signed consent of each nominee
to serve as a Director of the Company if so elected; and (vii) whether either
such stockholder or beneficial owner intends to deliver a proxy statement and
form of proxy to holders of at least the percentage of shares of Voting Stock
required to elect such nominee or nominees (an affirmative statement of such
intent, a "Nomination Solicitation Notice"). At the request of the Board, any
person nominated by the Board for election as a Director must furnish to the
Secretary that information required to be set forth in a stockholder's notice of
nomination which pertains to the nominee. The presiding officer of any annual
meeting will, if the facts warrant, determine that a nomination was not made in
accordance with the procedures prescribed by this Bylaw 13, and if he or she
should so determine, he or she will so declare to the meeting and the defective
nomination will be disregarded. Notwithstanding the foregoing provisions of this
Bylaw 13, a stockholder must also comply with all applicable requirements of the
Securities Exchange Act of 1934, as amended, and the rules and regulations
thereunder with respect to the matters set forth in this Bylaw 13.

     14. RESIGNATION. Any Director may resign at any time by giving notice of
his or her resignation in writing or by electronic transmission to the Chairman
or the Secretary.

     15. REGULAR MEETINGS. Regular meetings of the Board may be held immediately
after the annual meeting of the stockholders and/or at such other time as may
from time to time be determined by the Board. Regular meetings of the Board may
be held either within or without the State of Delaware, as is determined by the
Board. The Board may fix the place, if any, of its regular meetings. Notice of
regular meetings of the Board need not be given.

     16. SPECIAL MEETINGS. Special meetings of the Board may be called by the
Chairman or the President on one day's notice to each Director by whom such
notice is not waived, given either personally or by mail, courier, telephone,
facsimile, electronic mail or other form of electronic transmission, or other
medium of communication, and will be called by the Chairman or the President in
like manner and on like notice on the written request of a majority of the Whole
Board. Special meetings of the Board may be held either within or without the
State of


                                       6
<PAGE>

Delaware as is determined by the Board or specified in the notice of any such
meeting. The Board may fix the time and place, if any, of special meetings.

     17. QUORUM. At all meetings of the Board, a majority of the Whole Board
will constitute a quorum for the transaction of business. Except for the
designation of committees as hereinafter provided and except for actions
required by these Bylaws or the Certificate of Incorporation to be taken by a
majority of the Whole Board, the act of a majority of the Directors present at,
or participating in, any meeting at which there is a quorum will be the act of
the Board. If a quorum is not present at, or participating in, any meeting of
the Board, the Directors present thereat, or participating therein, may adjourn
the meeting from time to time to another place, time, or date, without notice
other than announcement at the meeting, until a quorum is present or
participating.

     18. PARTICIPATION IN MEETINGS BY REMOTE COMMUNICATIONS. Members of the
Board or any committee designated by the Board may participate in a meeting of
the Board or any such committee, as the case may be, by means of telephone
conference or other means by which all persons participating in the meeting can
hear each other, and such participation in a meeting will constitute presence in
person at the meeting.

     19. COMMITTEES. (a) The Board, by resolution passed by a majority of the
Whole Board, will designate an Audit Review Committee, a Compensation Committee
and a Nominating and Corporate Governance Committee. Such committees shall
consist of one or more Directors and each shall have such lawfully delegable
powers and duties as the Board may confer.

     (b) The Board, by resolution passed by a majority of the Whole Board, may
designate one or more additional committees, each such committee to consist of
one or more Directors and each to have such lawfully delegable powers and duties
as the Board may confer.

     (c) Each committee of the Board will serve at the pleasure of the Board or
as may be specified in any resolution from time to time adopted by the Board.
The Board may designate one or more Directors as alternate members of any such
committee, who may replace any absent or disqualified member at any meeting of
such committee. In lieu of such action by the Board, in the absence or
disqualification of any member of a committee of the Board, the members thereof
present at any such meeting of such committee and not disqualified from voting,
whether or not they constitute a quorum, may unanimously appoint another member
of the Board to act at the meeting in the place of any such absent or
disqualified member.

     (d) Except as otherwise provided in these Bylaws or by law, any committee
of the Board, to the extent provided in the applicable resolution of the Board,
will have and may exercise all the powers and authority of the Board in the
direction of the management of the business and affairs of the Company. Any such
committee designated by the Board will have such name as may be determined from
time to time by resolution adopted by the Board. Unless otherwise prescribed by
the Board, a majority of the members of any committee of the Board will
constitute a quorum for the transaction of business, and the act of a majority
of the members present at a meeting at which there is a quorum will be the act
of such committee. Each


                                       7
<PAGE>

committee of the Board may prescribe its own rules for calling and holding
meetings and its method of procedure, subject to any rules prescribed by the
Board, and will keep a written record of all actions taken by it.

     20. COMPENSATION. The Board may establish the compensation for, and
reimbursement of the expenses of, Directors for membership on the Board and on
committees of the Board, attendance at meetings of the Board or committees of
the Board, and for other services by Directors to the Company or any of its
majority-owned subsidiaries.

     21. RULES. The Board may adopt rules and regulations for the conduct of
meetings and the oversight of the management of the affairs of the Company.

                                    NOTICES

     22. GENERALLY. Except as otherwise provided by law, the Certificate of
Incorporation, or these Bylaws, whenever by law or under the provisions of the
Certificate of Incorporation or these Bylaws notice is required to be given to
any Director or stockholder, it will not be construed to require personal
notice, but such notice may be given: (a) in writing, by mail or courier
service, addressed to such Director or stockholder, at the address of such
Director or stockholder as it appears on the records of the Company, with
postage thereon prepaid; or (b) by form of electronic transmission consented to
by such Director or stockholder. Notice given by mail or courier service will be
deemed to be given at the time when the same is deposited in the United States
mail. Notice given pursuant to electronic transmission will be deemed given: (i)
if by facsimile telecommunication, when directed to a number at which the
Director or stockholder has consented to receive notice; (ii) if by electronic
mail, when directed to an electronic mail address at which the Director or
stockholder has consented to receive notice; (iii) if by a posting on an
electronic network together with separate notice to the Director or stockholder
of such specific posting, upon the later of (A) such posting and (B) the giving
of such separate notice; and (iv) if by any other form of electronic
transmission, when directed to the Director or stockholder. Notice to Directors
may also be given by telephone or similar medium of communication or as
otherwise may be permitted by these Bylaws.

     23. WAIVERS. Whenever any notice is required to be given by law or under
the provisions of the Certificate of Incorporation or these Bylaws, a waiver
thereof in writing, signed by the person or persons entitled to such notice, or
a waiver by electronic transmission by the person entitled to such notice,
whether before or after the time of the event for which notice is to be given,
will be deemed equivalent to such notice. Attendance of a person at a meeting
will constitute a waiver of notice of such meeting, except when the person
attends a meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully
called or convened.


                                       8
<PAGE>

                                    OFFICERS

     24. GENERALLY. The officers of the Company will be elected by the Board and
will consist of a Chairman, a President, a Secretary, and a Treasurer. The Board
may also choose any or all of the following: one or more Vice Chairmen, one or
more Assistants to the Chairman, one or more Vice Presidents (who may be given
particular designations with respect to authority, function, or seniority), and
such other officers as the Board may from time to time determine.
Notwithstanding the foregoing, by specific action the Board may authorize the
Chairman to appoint any person to any office other than Chairman, President,
Secretary, or Treasurer. Any number of offices may be held by the same person.
Any of the offices may be left vacant from time to time as the Board may
determine. In the case of the absence or disability of any officer of the
Company or for any other reason deemed sufficient by a majority of the Board,
the Board may delegate the absent or disabled officer's powers or duties to any
other officer or to any Director.

     25. COMPENSATION. The compensation of all officers and agents of the
Company who are also Directors of the Company will be fixed by the Board or by a
committee of the Board. The Board may fix, or delegate the power to fix, the
compensation of other officers and agents of the Company to an officer of the
Company.

     26. SUCCESSION. The officers of the Company will hold office until their
successors are elected and qualified. Any officer may be removed at any time by
the affirmative vote of a majority of the Whole Board. Any vacancy occurring in
any office of the Company may be filled by the Board or by the Chairman as
provided in Bylaw 24.

     27. AUTHORITY AND DUTIES. Each of the officers of the Company will have
such authority and will perform such duties as are customarily incident to their
respective offices or as may be specified from time to time by the Board.

                                     STOCK

     28. CERTIFICATES. Certificates representing shares of stock of the Company
will be in such form as is determined by the Board, subject to applicable legal
requirements. Each such certificate will be numbered and its issuance recorded
in the books of the Company, and such certificate will exhibit the holder's name
and the number of shares and will be signed by, or in the name of, the Company
by the Chairman and the Secretary or an Assistant Secretary, or the Treasurer or
an Assistant Treasurer, and will also be signed by, or bear the facsimile
signature of, a duly authorized officer or agent of any properly designated
transfer agent of the Company. Any or all of the signatures and the seal of the
Company, if any, upon such certificates may be facsimiles, engraved, or printed.
Such certificates may be issued and delivered notwithstanding that the person
whose facsimile signature appears thereon may have ceased to be such officer at
the time the certificates are issued and delivered.

     29. CLASSES OF STOCK. The designations, preferences, and relative
participating, optional, or other special rights of the various classes of stock
or series thereof, and the


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qualifications, limitations, or restrictions thereof, will be set forth in full
or summarized on the face or back of the certificates which the Company issues
to represent its stock or, in lieu thereof, such certificates will set forth the
office of the Company from which the holders of certificates may obtain a copy
of such information.

     30. LOST, STOLEN, OR DESTROYED CERTIFICATES. The Secretary may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Company alleged to have been lost,
stolen, or destroyed, upon the making of an affidavit of that fact, satisfactory
to the Secretary, by the person claiming the certificate of stock to be lost,
stolen, or destroyed. As a condition precedent to the issuance of a new
certificate or certificates, the Secretary may require the owners of such lost,
stolen, or destroyed certificate or certificates to give the Company a bond in
such sum and with such surety or sureties as the Secretary may direct as
indemnity against any claims that may be made against the Company with respect
to the certificate alleged to have been lost, stolen, or destroyed or the
issuance of the new certificate.

     31. RECORD DATES. (a) In order that the Company may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, the Board may fix a record date, which will not be more
than 60 nor less than 10 calendar days before the date of such meeting. If no
record date is fixed by the Board, the record date for determining stockholders
entitled to notice of or to vote at a meeting of stockholders will be at the
close of business on the calendar day next preceding the day on which notice is
given, or, if notice is waived, at the close of business on the calendar 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 the
stockholders will apply to any adjournment of the meeting; PROVIDED, HOWEVER,
that the Board may fix a new record date for the adjourned meeting.

     (b) In order that the Company 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 may fix a record date, which record date will not be more than 60
calendar days prior to such action. If no record date is fixed, the record date
for determining stockholders for any such purpose will be at the close of
business on the calendar day on which the Board adopts the resolution relating
thereto.

     (c) The Company will be entitled to treat the person in whose name any
share of its stock is registered as the owner thereof for all purposes, and will
not be bound to recognize any equitable or other claim to, or interest in, such
share on the part of any other person, whether or not the Company has notice
thereof, except as expressly provided by applicable law.

                                    GENERAL

     32. FISCAL YEAR. The fiscal year of the Company will end on December 31st
of each year or such other date as may be fixed from time to time by the Board.


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     33. SEAL. The Board may adopt a corporate seal and use the same by causing
it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

     34. RELIANCE UPON BOOKS, REPORTS, AND RECORDS. Each Director, each member
of a committee designated by the Board, and each officer of the Company will, in
the performance of his or her duties, be fully protected in relying in good
faith upon the records of the Company and upon such information, opinions,
reports, or statements presented to the Company by any of the Company's officers
or employees, or committees of the Board, or by any other person or entity as to
matters the Director, committee member, or officer believes are within such
other person's professional or expert competence and who has been selected with
reasonable care by or on behalf of the Company.

     35. TIME PERIODS. In applying any provision of these Bylaws that requires
that an act be done or not be done a specified number of days prior to an event
or that an act be done during a period of a specified number of days prior to an
event, calendar days will be used unless otherwise specified, the day of the
doing of the act will be excluded, and the day of the event will be included.

     36. AMENDMENTS. Except as otherwise provided by law or by the Certificate
of Incorporation or these Bylaws, these Bylaws or any of them may be amended in
any respect or repealed at any time, either (i) at any meeting of stockholders,
provided that any amendment or supplement proposed to be acted upon at any such
meeting has been described or referred to in the notice of such meeting, or (ii)
at any meeting of the Board, provided that no amendment adopted by the Board may
vary or conflict with any amendment adopted by the stockholders in accordance
with the Certificate of Incorporation and these Bylaws. Notwithstanding the
foregoing and anything contained in these Bylaws to the contrary, Bylaws 1, 3,
8, 10, 11, 12, 13, and 36 may not be amended or repealed by the stockholders,
and no provision inconsistent therewith may be adopted by the stockholders,
without the affirmative vote of the holders of at least 66-2/3% of the Voting
Stock, voting together as a single class.

     37. CERTAIN DEFINED TERMS. Terms used herein with initial capital letters
that are not otherwise defined are used herein as defined in the Certificate of
Incorporation.


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