EXHIBIT 3(d)

                       FARMSTEAD TELEPHONE GROUP, INC.
                             (THE "CORPORATION")

                                   BY-LAWS

                   AS AMENDED AND RESTATED MARCH 14, 2001

                                  ARTICLE I

                                STOCKHOLDERS

      SECTION 1. ANNUAL MEETING. The annual meeting of stockholders (any
such meeting being referred to in these By-laws as an "Annual Meeting")
shall be held at the hour, date and place within or without the United
States which is fixed by the Board of Directors, which time, date and place
may subsequently be changed at any time by vote of the Board of Directors.
If no Annual Meeting has been held for a period of thirteen months after
the Corporation's last Annual Meeting, a special meeting in lieu thereof
may be held, and such special meeting shall have, for the purposes of these
By-laws or otherwise, all the force and effect of an Annual Meeting. Any
and all references hereafter in these By-laws to an Annual Meeting or
Annual Meetings also shall be deemed to refer to any special meeting(s) in
lieu thereof.

      SECTION 2. NOTICE OF STOCKHOLDER BUSINESS AND NOMINATIONS.

      (a) ANNUAL MEETINGS OF STOCKHOLDERS.

            (1) Nominations of persons for election to the Board of
      Directors of the Corporation and the proposal of business to be
      considered by the stockholders may be made at an Annual Meeting (a)
      pursuant to the Corporation's notice of meeting (or any supplement
      thereto), (b) by or at the direction of the Board of Directors, or
      (c) by any stockholder of the Corporation who was a stockholder of
      record at the time of giving of notice provided for in this By-law,
      who is entitled to vote at the meeting, who is present (in person or
      by proxy) at the meeting and who complies with the notice procedures
      set forth in this By-law. In addition to the other requirements set
      forth in this By-law, for any proposal of business to be considered
      at an Annual Meeting, it must be a proper subject for action by
      stockholders of the Corporation under Delaware law.

            (2) For nominations or other business to be properly brought
      before an Annual Meeting by a stockholder pursuant to clause (c) of
      paragraph (a)(1) of this By-law, the stockholder must have given
      timely notice thereof in writing to the Secretary of the Corporation.
      To be timely, a stockholder's notice shall be delivered to, or mailed
      and received by, the Secretary at the principal executive offices of
      the Corporation not later than the close of business on the 90th day
      nor earlier than the close of business on the 120th day prior to the
      day corresponding to the date on which the Corporation released its
      proxy statement to stockholders in connection with the preceding
      year's Annual Meeting; provided, however, that in the event that the
      date of the Annual Meeting is advanced or delayed by more than 30
      days from the date of the preceding year's Annual Meeting, notice by
      the stockholder to be timely must be so delivered not earlier than
      the close of business on the 120th day prior to such Annual Meeting
      and not later than the close of business on the later of the 90th day
      prior to such Annual Meeting or the 10th day following the day on
      which public announcement of the date of such meeting is first made.

      Such stockholder's notice to the Secretary shall set forth as to each
person whom the stockholder proposes to nominate for election or reelection
as a director, all information relating to such person that is required to
be disclosed in solicitations of proxies for election of directors in an
election contest, or is otherwise required, in each case pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended (the
"Exchange Act") and Rule 14a-12 thereunder (including such person's written
consent to being named in the proxy statement as a nominee and to serving
as a director if elected). At the request of the Board of Directors, any
person nominated by a stockholder for election as a director shall furnish
to the Secretary of the Corporation that information required to be set
forth in the stockholder's notice of nomination which pertains to the
nominee. No person shall be eligible for election as a director of the
Corporation unless nominated by a stockholder in accordance with the
procedures set forth in this paragraph (a) of this By-law. The presiding
officer of the meeting shall, if the facts warrants, determine and declare
at the meeting that a nomination was not made in accordance with the
procedures prescribed by these


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Bylaws, and if he or she should so determine, he or she shall so declare at
the meeting, and the defective nomination shall be disregarded.

      Such stockholder's notice to the Secretary, as to any other business
that the stockholder proposes to bring before the meeting, shall set forth
a brief description of the business desired to be brought before the
meeting, the reasons for conducting such business at the meeting, any
material interest in such business of such stockholder and the beneficial
owner, if any, on whose behalf the proposal is made, and the names and
addresses of other stockholders known by the stockholder proposing such
business to support such proposal, and the class and number of shares of
the Corporation's capital stock beneficially owned by such other
stockholders; and (c) as to the stockholder giving the notice and the
beneficial owner, if any, on whose behalf the nomination or proposal is
made (i) the name and address of such stockholder, as they appear on the
Corporation's books, and of such beneficial owner, and (ii) the class and
number of shares of the Corporation which are owned beneficially and of
record by such stockholder and such beneficial owner.

            (3) Notwithstanding anything in the second sentence of
      paragraph (a)(2) of this By-law to the contrary, in the event that
      the number of directors to be elected to the Board of Directors of
      the Corporation is increased and there is no public announcement
      naming all of the nominees for director or specifying the size of the
      increased Board of Directors made by the Corporation at least 85 days
      prior to the day corresponding to the date on which the Corporation
      released its proxy statement to stockholders in connection with the
      preceding year's Annual Meeting, a stockholder's notice required by
      this By-law shall also be considered timely, but only with respect to
      nominees for any new positions created by such increase, if it shall
      be delivered to the Secretary at the principal executive offices of
      the Corporation not later than the close of business on the 10th day
      following the day on which such public announcement is first made by
      the Corporation.

      (b) GENERAL.

            (1) Only such persons who are nominated in accordance with the
      provisions of this By-law shall be eligible for election and to serve
      as directors and only such business shall be conducted at an Annual
      Meeting as shall have been brought before the meeting in accordance
      with the provisions of this By-law. The Board of Directors or a
      designated committee thereof shall have the power to determine
      whether a nomination or any business proposed to be brought before
      the meeting was made in accordance with the provisions of this By-
      law. If neither the Board of Directors nor such designated committee
      makes a determination as to whether any stockholder proposal or
      nomination was made in accordance with the provisions of this By-law,
      the presiding officer of the Annual Meeting shall have the power and
      duty to determine whether the stockholder proposal or nomination was
      made in accordance with the provisions of this By-law. If the Board
      of Directors or a designated committee thereof or the presiding
      officer, as applicable, determines that any stockholder proposal or
      nomination was not made in accordance with the provisions of this By-
      law, such proposal or nomination shall be disregarded and shall not
      be presented for action at the Annual Meeting.

            (2) For purposes of this By-law, "public announcement" shall
      mean disclosure in a press release reported by the Business Wire, PR
      Newswire, Dow Jones News Service, Associated Press, Reuters or
      comparable national news service or in a document publicly filed by
      the Corporation with the Securities and Exchange Commission pursuant
      to Section 13, 14 or 15(d) of the Exchange Act.

            (3) Notwithstanding the foregoing provisions of this By-law, a
      stockholder shall also comply with all applicable requirements of the
      Exchange Act and the rules and regulations thereunder with respect to
      the matters set forth in this By-law. Nothing in this By-law shall be
      deemed to affect any rights of (i) stockholders to request inclusion
      of proposals in the Corporation's proxy statement pursuant to Rule
      14a-8 under the Exchange Act or (ii) the holders of any series of
      undesignated Preferred Stock to elect directors under specified
      circumstances.

      SECTION 3. SPECIAL MEETINGS. Except as otherwise required by statute
and subject to the rights, if any, of the holders of any series of
undesignated Preferred Stock, special meetings of the stockholders of the
Corporation may be called only by the Board of Directors acting pursuant to
a resolution approved by the affirmative vote of a majority of the
Directors then in office. Only those matters set forth in the notice of the
special meeting may be considered or acted upon at a special meeting of
stockholders of the Corporation.

      SECTION 4. NOTICE OF MEETINGS; ADJOURNMENTS. A written notice of each
Annual Meeting stating the hour, date and place of such Annual Meeting
shall be given not less than 10 days nor more than 60 days before the


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Annual Meeting, to each stockholder entitled to vote thereat by delivering
such notice to such stockholder or by mailing it, postage prepaid,
addressed to such stockholder at the address of such stockholder as it
appears on the Corporation's stock transfer books. Such notice shall be
deemed to be given when hand delivered to such address or deposited in the
mail so addressed, with postage prepaid.

      Notice of all special meetings of stockholders shall be given in the
same manner as provided for Annual Meetings, except that the written notice
of all special meetings shall state the purpose or purposes for which the
meeting has been called.

      Notice of an Annual Meeting or special meeting of stockholders need
not be given to a stockholder if a written waiver of notice is signed
before or after such meeting by such stockholder or if such stockholder
attends such meeting, unless such attendance was for the express purpose of
objecting at the beginning of the meeting to the transaction of any
business because the meeting was not lawfully called or convened. Neither
the business to be transacted at, nor the purpose of, any Annual Meeting or
special meeting of stockholders need be specified in any written waiver of
notice.

      The Board of Directors may postpone and reschedule any previously
scheduled Annual Meeting or special meeting of stockholders and any record
date with respect thereto, regardless of whether any notice or public
disclosure with respect to any such meeting has been sent or made pursuant
to Section 2 of this Article I of these By-laws or otherwise. In no event
shall the public announcement of an adjournment, postponement or
rescheduling of any previously scheduled meeting of stockholders commence a
new time period for the giving of a stockholder's notice under Section 2 of
this Article I of these By-laws.

      When any meeting is convened, the presiding officer may adjourn the
meeting if (a) no quorum is present for the transaction of business, (b)
the Board of Directors determines that adjournment is necessary or
appropriate to enable the stockholders to consider fully information which
the Board of Directors determines has not been made sufficiently or timely
available to stockholders, or (c) the Board of Directors determines that
adjournment is otherwise in the best interests of the Corporation. When any
Annual Meeting or special meeting of stockholders is adjourned to another
hour, date or place, notice need not be given of the adjourned meeting
other than an announcement at the meeting at which the adjournment is taken
of the hour, date and place to which the meeting is adjourned; provided,
however, that if the adjournment is for more than 30 days, or if after the
adjournment a new record date is fixed for the adjourned meeting, notice of
the adjourned meeting shall be given to each stockholder of record entitled
to vote thereat and each stockholder who, by law or under the Certificate
of Incorporation of the Corporation (as the same may hereafter be amended
and/or restated, the "Certificate") or these By-laws, is entitled to such
notice.

      SECTION 5. QUORUM. A majority of the shares entitled to vote, present
in person or represented by proxy, shall constitute a quorum at any meeting
of stockholders. If less than a quorum is present at a meeting, the holders
of voting stock representing a majority of the voting power present at the
meeting or the presiding officer may adjourn the meeting from time to time,
and the meeting may be held as adjourned without further notice, except as
provided in Section 4 of this Article I. At such adjourned meeting at which
a quorum is present, any business may be transacted which might have been
transacted at the meeting as originally noticed. 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.

      SECTION 6. VOTING AND PROXIES. Stockholders shall have one vote for
each share of stock entitled to vote owned by them of record according to
the stock ledger of the Corporation, unless otherwise provided by law or by
the Certificate. Stockholders may vote either (i) in person, (ii) by
written proxy or (iii) by a transmission permitted by Section 212(c) of the
Delaware General Corporation Law ("DGCL"). Any copy, facsimile
telecommunication or other reliable reproduction of the writing or
transmission permitted by Section 212(c) of the DGCL may be substituted for
or used in lieu of the original writing or transmission for any and all
purposes for which the original writing or transmission could be used,
provided that such copy, facsimile telecommunication or other reproduction
shall be a complete reproduction of the entire original writing or
transmission. Proxies shall be filed in accordance with the procedures
established for the meeting of stockholders. Except as otherwise limited
therein or as otherwise provided by law, proxies authorizing a person to
vote at a specific meeting shall entitle the persons authorized thereby to
vote at any adjournment of such meeting, but they shall not be valid after
final adjournment of such meeting. A proxy with respect to stock held in
the name of two or more persons shall be valid if executed by or on


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behalf of any one of them unless at or prior to the exercise of the proxy
the Corporation receives a specific written notice to the contrary from any
one of them.

      SECTION 7. ACTION AT MEETING. When a quorum is present at any meeting
of stockholders, any matter before any such meeting (other than an election
of a director or directors) shall be decided by a majority of the votes
properly cast for and against such matter, except where a larger vote is
required by law, by the Certificate or by these By-laws. Any election of
directors by stockholders shall be determined by a plurality of the votes
properly cast on the election of directors. The Corporation shall not
directly or indirectly vote any shares of its own stock; provided, however,
that the Corporation may vote shares which it holds in a fiduciary capacity
to the extent permitted by law.

      SECTION 8. STOCKHOLDER LISTS. The Secretary or an Assistant Secretary
(or the Corporation's transfer agent or other person authorized by these
By-laws or by law) shall prepare and make, at least 10 days before every
Annual Meeting or special meeting of stockholders, a complete list of the
stockholders entitled to vote at the meeting, arranged in alphabetical
order, and showing the address of each stockholder and the number of shares
registered in the name of each stockholder. Such list shall be open to the
examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least 10 days prior to
the meeting, either at a place within the city where the meeting is to be
held, which place shall be specified in the notice of the meeting, or, if
not so specified, at the place where the meeting is to be held. The list
shall also be produced and kept at the hour, date and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who
is present.

      SECTION 9. PRESIDING OFFICER. The Chairman of the Board, if one is
elected, or if not elected or in his or her absence, the President, shall
preside at all Annual Meetings or special meetings of stockholders and
shall have the power, among other things, to adjourn such meeting at any
time and from time to time, subject to Sections 5 and 6 of this Article I.
The Board of Directors of the Corporation shall be entitled to make such
rules or regulations for the conduct of meetings of stockholders as it
shall deem necessary, appropriate or convenient. Subject to such rules and
regulations of the Board of Directors, if any, the presiding officer of the
meeting shall have the right and authority to prescribe such rules,
regulations and procedures and to do all such acts as, in the judgment of
such presiding officer, are necessary, appropriate or convenient for the
proper conduct of the meeting, including, without limitation, establishing
an agenda or order of business for the meeting, rules and procedures for
maintaining order at the meeting and the safety of those present,
limitations on participation in such meeting to stockholders of record of
the Corporation and their duly authorized and constituted proxies, and such
other persons as the presiding officer shall permit, restrictions on entry
to the meeting after the time fixed for the commencement thereof,
limitations on the time allotted to questions or comments by participants
and regulation of the opening and closing of the polls for balloting and
matters which are to be voted on by ballot. Unless and to the extent
determined by the Board of Directors or the presiding officer of the
meeting, meetings of stockholders shall not be required to be held in
accordance with rules of parliamentary procedure.

      SECTION 10. INSPECTORS OF ELECTIONS. The Corporation shall, in
advance of any meeting of stockholders, appoint one or more inspectors to
act at the meeting and make a written report thereof. The Corporation 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 shall appoint one or more
inspectors to act at the meeting. Any inspector may, but need not, be an
officer, employee or agent of the Corporation. Each inspector, before
entering upon the discharge of his or her duties, shall take and sign an
oath faithfully to execute the duties of inspector with strict impartiality
and according to the best of his or her ability. The inspectors shall
perform such duties as are required by the DGCL, including the counting of
all votes and ballots. The inspectors may appoint or retain other persons
or entities to assist the inspectors in the performance of the duties of
the inspectors. The presiding officer may review all determinations made by
the inspectors, and in so doing the presiding officer shall be entitled to
exercise his or her sole judgment and discretion and he or she shall not be
bound by any determinations made by the inspectors. All determinations by
the inspectors and, if applicable, the presiding officer, shall be subject
to further review by any court of competent jurisdiction.


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                                 ARTICLE II

                                  DIRECTORS

      SECTION 1. POWERS. The business and affairs of the Corporation shall
be managed by or under the direction of the Board of Directors except as
otherwise provided by the Certificate or required by law.

      SECTION 2. NUMBER AND TERMS. The number of directors of the
Corporation shall be fixed solely and exclusively by resolution duly
adopted from time to time by the Board of Directors. The directors shall
hold office in the manner provided in the Certificate.

      SECTION 3. QUALIFICATION. A director need not be a stockholder of the
Corporation.

      SECTION 4. VACANCIES. Vacancies in the Board of Directors shall be
filled in the manner provided in the Certificate.

      SECTION 5. REMOVAL. Directors may be removed from office in the
manner provided in the Certificate.

      SECTION 6. RESIGNATION. A director may resign at any time by giving
written notice to the Chairman of the Board, if one is elected, the
President or the Secretary. A resignation shall be effective upon receipt,
unless the resignation otherwise provides.

      SECTION 7. REGULAR MEETINGS. The regular annual meeting of the Board
of Directors shall be held, without notice other than this Section 7, on
the same date and at the same place as the Annual Meeting following the
close of such meeting of stockholders. Other regular meetings of the Board
of Directors may be held at such hour, date and place as the Board of
Directors may by resolution from time to time determine and publicize by
means of reasonable notice given to any director who is not present at the
meeting at which such resolution is adopted.

      SECTION 8. SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called, orally or in writing, by or at the request of a
majority of the directors, the Chairman of the Board, if one is elected, or
the President. The person calling any such special meeting of the Board of
Directors may fix the hour, date and place thereof.

      SECTION 9. NOTICE OF MEETINGS. Notice of the hour, date and place of
all special meetings of the Board of Directors shall be given to each
director by the Secretary or an Assistant Secretary, or in case of the
death, absence, incapacity or refusal of such persons, by the Chairman of
the Board, if one is elected, or the President or such other officer
designated by the Chairman of the Board, if one is elected, or the
President. Notice of any special meeting of the Board of Directors shall be
given to each director in person, by telephone, or by facsimile, electronic
mail or other form of electronic communication, sent to his or her business
or home address, at least 24 hours in advance of the meeting, or by written
notice mailed to his or her business or home address, at least 48 hours in
advance of the meeting. Such notice shall be deemed to be delivered when
hand delivered to such address, read to such director by telephone,
deposited in the mail so addressed, with postage thereon prepaid if mailed,
dispatched or transmitted if faxed, telexed or telecopied, or when
delivered to the telegraph company if sent by telegram.

      A written waiver of notice signed before or after a meeting by a
director and filed with the records of the meeting shall be deemed to be
equivalent to notice of the meeting. The attendance of a director at a
meeting shall constitute a waiver of notice of such meeting, except where a
director attends a meeting for the express purpose of objecting at the
beginning of the meeting to the transaction of any business because such
meeting is not lawfully called or convened. Except as otherwise required by
law, by the Certificate or by these By-laws, neither the business to be
transacted at, nor the purpose of, any meeting of the Board of Directors
need be specified in the notice or waiver of notice of such meeting.

      SECTION 10. QUORUM. At any meeting of the Board of Directors, a
majority of the total number of directors shall constitute a quorum for the
transaction of business, but if less than a quorum is present at a meeting,
a majority of the directors present may adjourn the meeting from time to
time, and the meeting may be held as adjourned without further notice,
except as provided in Section 9 of this Article II. Any business which
might have been transacted at the meeting as originally noticed may be
transacted at such adjourned meeting at which a quorum is present. For
purposes of this section, the total number of directors includes any
unfilled vacancies on the Board of Directors.


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      SECTION 11. ACTION AT MEETING. At any meeting of the Board of
Directors at which a quorum is present, the vote of a majority of the
directors present shall constitute action by the Board of Directors, unless
otherwise required by law, by the Certificate or by these By-laws.

      SECTION 12. ACTION BY CONSENT. Any action required or permitted to be
taken at any meeting of the Board of Directors may be taken without a
meeting if all members of the Board of Directors consent thereto in
writing. Such written consent shall be filed with the records of the
meetings of the Board of Directors and shall be treated for all purposes as
a vote at a meeting of the Board of Directors.

      SECTION 13. MANNER OF PARTICIPATION. Directors may participate in
meetings of the Board of Directors by means of conference telephone or
similar communications equipment by means of which all directors
participating in the meeting can hear each other, and participation in a
meeting in accordance herewith shall constitute presence in person at such
meeting for purposes of these By-laws.

      SECTION 14. COMMITTEES. The Board of Directors, by vote of a majority
of the directors then in office, may elect from its number one or more
committees, including, without limitation, an Executive Committee, a
Compensation Committee, a Stock Option Committee and an Audit Committee,
and may delegate thereto some or all of its powers except those which by
law, by the Certificate or by these By-laws may not be delegated. Except as
the Board of Directors may otherwise determine, any such committee may make
rules for the conduct of its business, but unless otherwise provided by the
Board of Directors or in such rules, its business shall be conducted so far
as possible in the same manner as is provided by these By-laws for the
Board of Directors. All members of such committees shall hold such offices
at the pleasure of the Board of Directors. The Board of Directors may
abolish any such committee at any time. Any committee to which the Board of
Directors delegates any of its powers or duties shall keep records of its
meetings and shall report its action to the Board of Directors.

      SECTION 15. COMPENSATION OF DIRECTORS. Directors shall receive such
compensation for their services as shall be determined by a majority of the
Board of Directors, or a designated committee thereof, provided that
directors who are serving the Corporation as employees and who receive
compensation for their services as such, shall not receive any salary or
other compensation for their services as directors of the Corporation.

                                 ARTICLE III

                                  OFFICERS

      SECTION 1. ENUMERATION. The officers of the Corporation shall consist
of a President, a Treasurer, a Secretary and such other officers,
including, without limitation, a Chairman of the Board of Directors, a
Chief Executive Officer, a Chief Operating Officer and one or more Vice
Presidents (including Executive Vice Presidents or Senior Vice Presidents),
Assistant Vice Presidents, Assistant Treasurers and Assistant Secretaries,
as the Board of Directors may determine.

      SECTION 2. ELECTION. At the regular annual meeting of the Board of
Directors following the Annual Meeting, the Board of Directors shall elect
the President, the Treasurer and the Secretary. Other officers may be
elected by the Board of Directors at such regular annual meeting of the
Board of Directors or at any other regular or special meeting.

      SECTION 3. QUALIFICATION. An officer need not be a stockholder or a
director. Any person may occupy more than one office of the Corporation at
any time. Any officer may be required by the Board of Directors to give
bond for the faithful performance of his or her duties in such amount and
with such sureties as the Board of Directors may determine.

      SECTION 4. TENURE. Except as otherwise provided by the Certificate or
by these By-laws, each of the officers of the Corporation shall hold office
until the regular annual meeting of the Board of Directors following the
next Annual Meeting and until his or her successor is elected and qualified
or until his or her earlier resignation or removal.


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      SECTION 5. RESIGNATION. Any officer may resign by delivering his or
her written resignation to the Corporation addressed to the President or
the Secretary, and such resignation shall be effective upon receipt unless
it is specified to be effective at some other time or upon the happening of
some other event.

      SECTION 6. REMOVAL. Except as otherwise provided by law, the Board of
Directors may remove any officer with or without cause by the affirmative
vote of a majority of the directors then in office.

      SECTION 7. ABSENCE OR DISABILITY. In the event of the absence or
disability of any officer, the Board of Directors may designate another
officer to act temporarily in place of such absent or disabled officer.

      SECTION 8. VACANCIES. Any vacancy in any office may be filled for the
unexpired portion of the term by the Board of Directors.

      SECTION 9. PRESIDENT. The President shall, subject to the direction
of the Board of Directors, have general supervision and control of the
Corporation's business. If there is no Chairman of the Board or if he or
she is absent, the President shall preside, when present, at all meetings
of stockholders and of the Board of Directors. The President shall have
such other powers and perform such other duties as the Board of Directors
may from time to time designate.

      SECTION 10. CHAIRMAN OF THE BOARD. The Chairman of the Board, if one
is elected, shall preside, when present, at all meetings of the
stockholders and of the Board of Directors. The Chairman of the Board shall
have such other powers and shall perform such other duties as the Board of
Directors may from time to time designate.

      SECTION 11. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer, if
one is elected, shall have such powers and shall perform such duties as the
Board of Directors may from time to time designate. The Chief Executive
Officer shall be either the President or the Chairman of the Board as the
Board of Directors may from time to time designate.

      SECTION 12. CHIEF OPERATING OFFICER. The Chief Operating Officer, if
one is elected, shall have such powers and shall perform such duties as the
Board of Directors or the Chief Executive Officer may from time to time
designate.

      SECTION 13. VICE PRESIDENTS AND ASSISTANT VICE PRESIDENTS. Any Vice
President (including any Executive Vice President or Senior Vice President)
and any Assistant Vice President shall have such powers and shall perform
such duties as the Board of Directors or the Chief Executive Officer may
from time to time designate.

      SECTION 14. TREASURER AND ASSISTANT TREASURERS. The Treasurer shall,
subject to the direction of the Board of Directors and except as the Board
of Directors or the Chief Executive Officer may otherwise provide, have
general charge of the financial affairs of the Corporation and shall cause
to be kept accurate books of account. The Treasurer shall have custody of
all funds, securities, and valuable documents of the Corporation. He or she
shall have such other duties and powers as may be designated from time to
time by the Board of Directors or the Chief Executive Officer.

      Any Assistant Treasurer shall have such powers and perform such
duties as the Board of Directors or the Chief Executive Officer may from
time to time designate.

      SECTION 15. SECRETARY AND ASSISTANT SECRETARIES. The Secretary shall
record all the proceedings of the meetings of the stockholders and the
Board of Directors (including committees of the Board) in books kept for
that purpose. In his or her absence from any such meeting, a temporary
secretary chosen at the meeting shall record the proceedings thereof. The
Secretary shall have charge of the stock ledger (which may, however, be
kept by any transfer or other agent of the Corporation). The Secretary
shall have custody of the seal of the Corporation, and the Secretary, or an
Assistant Secretary, shall have authority to affix it to any instrument
requiring it, and, when so affixed, the seal may be attested by his or her
signature or that of an Assistant Secretary. The Secretary shall have such
other duties and powers as may be designated from time to time by the Board
of Directors or the Chief Executive Officer. In the absence of the
Secretary, any Assistant Secretary may perform his or her duties and
responsibilities. Any Assistant Secretary shall have such powers and
perform such duties as the Board of Directors or the Chief Executive
Officer may from time to time designate.


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      SECTION 16. OTHER POWERS AND DUTIES. Subject to these By-laws and to
such limitations as the Board of Directors may from time to time prescribe,
the officers of the Corporation shall each have such powers and duties as
generally pertain to their respective offices, as well as such powers and
duties as from time to time may be conferred by the Board of Directors or
the Chief Executive Officer.

                                 ARTICLE IV

                                CAPITAL STOCK

      SECTION 1. CERTIFICATES OF STOCK. Each stockholder shall be entitled
to a certificate of the capital stock of the Corporation in such form as
may from time to time be prescribed by the Board of Directors. Such
certificate shall be signed by the Chairman of the Board of Directors, the
President or a Vice President and by the Treasurer or an Assistant
Treasurer, or the Secretary or an Assistant Secretary. The Corporation seal
and the signatures by the Corporation's officers, the transfer agent or the
registrar may be facsimiles. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed on
such certificate shall have ceased to be such officer, transfer agent or
registrar before such certificate is issued, it may be issued by the
Corporation with the same effect as if he or she were such officer,
transfer agent or registrar at the time of its issue. Every certificate for
shares of stock which are subject to any restriction on transfer and every
certificate issued when the Corporation is authorized to issue more than
one class or series of stock shall contain such legend with respect thereto
as is required by law.

      SECTION 2. TRANSFERS. Subject to any restrictions on transfer and
unless otherwise provided by the Board of Directors, shares of stock may be
transferred only on the books of the Corporation by the surrender to the
Corporation or its transfer agent of the certificate theretofore properly
endorsed or accompanied by a written assignment or power of attorney
properly executed, with transfer stamps (if necessary) affixed, and with
such proof of the authenticity of signature as the Corporation or its
transfer agent may reasonably require.

      SECTION 3. RECORD HOLDERS. Except as may otherwise be required by
law, by the Certificate or by these By-laws, the Corporation shall be
entitled to treat the record holder of stock as shown on its books as the
owner of such stock for all purposes, including the payment of dividends
and the right to vote with respect thereto, regardless of any transfer,
pledge or other disposition of such stock, until the shares have been
transferred on the books of the Corporation in accordance with the
requirements of these By-laws.

      SECTION 4. RECORD DATE. In order that the Corporation may determine
the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof 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, and which record date: (a) in the case of determination of
stockholders entitled to vote at any meeting of stockholders, shall, unless
otherwise required by law, not be more than sixty nor less than ten days
before the date of such meeting and (b) in the case of any other action,
shall not be more than sixty days prior to such other action. If no record
date is fixed: (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 and (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.

      SECTION 5. REPLACEMENT OF CERTIFICATES. In case of the alleged loss,
destruction or mutilation of a certificate of stock, a duplicate
certificate may be issued in place thereof, upon such terms as the Board of
Directors may prescribe.

                                  ARTICLE V

                               INDEMNIFICATION

      SECTION 1. DEFINITIONS. For purposes of this Article:


<PAGE>  8


      (a) "Corporate Status" describes the status of a person who is
serving or has served (i) as a Director of the Corporation, (ii) as an
Officer of the Corporation, or (iii) as a director, partner, trustee,
officer, employee or agent of any other corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise which such person
is or was serving at the request of the Corporation. For purposes of this
Section 1(a), an Officer or Director of the Corporation who is serving or
has served as a director, partner, trustee, officer, employee or agent of a
Subsidiary shall be deemed to be serving at the request of the Corporation;

      (b) "Director" means any person who serves or has served the
Corporation as a director on the Board of Directors of the Corporation;

      (c) "Disinterested Director" means, with respect to each Proceeding
in respect of which indemnification is sought hereunder, a Director of the
Corporation who is not and was not a party to such Proceeding;

      (d) "Expenses" means all reasonable attorneys' fees, retainers, court
costs, transcript costs, fees of expert witnesses, private investigators
and professional advisors (including, without limitation, accountants and
investment bankers), travel expenses, duplicating costs, printing and
binding costs, costs of preparation of demonstrative evidence and other
courtroom presentation aids and devices, costs incurred in connection with
document review, organization, imaging and computerization, telephone
charges, postage, delivery service fees, and all other disbursements, costs
or expenses of the type customarily incurred in connection with
prosecuting, defending, preparing to prosecute or defend, investigating,
being or preparing to be a witness in, settling or otherwise participating
in, a Proceeding;

      (e) "Non-Officer Employee" means any person who serves or has served
as an employee or agent of the Corporation, but who is not or was not a
Director or Officer;

      (f) "Officer" means any person who serves or has served the
Corporation as an officer appointed by the Board of Directors of the
Corporation;

      (g) "Proceeding" means any threatened, pending or completed action,
suit, arbitration, alternate dispute resolution mechanism, inquiry,
investigation, administrative hearing or other proceeding, whether civil,
criminal, administrative, arbitrative or investigative; and

      (h) "Subsidiary" shall mean any corporation, partnership, limited
liability company, joint venture, trust or other entity of which the
Corporation owns (either directly or through or together with another
Subsidiary of the Corporation) either (i) a general partner, managing
member or other similar interest or (ii) (A) 50% or more of the voting
power of the voting capital equity interests of such corporation,
partnership, limited liability company, joint venture or other entity, or
(B) 50% or more of the outstanding voting capital stock or other voting
equity interests of such corporation, partnership, limited liability
company, joint venture or other entity.

      SECTION 2. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Subject to the
operation of Section 4 of this Article V of these By-laws, each Director
and Officer shall be indemnified and held harmless by the Corporation to
the fullest extent authorized by the DGCL, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the
extent that such amendment permits the Corporation to provide broader
indemnification rights than such law permitted the Corporation to provide
prior to such amendment) against any and all Expenses, judgments,
penalties, fines and amounts reasonably paid in settlement that are
incurred by such Director or Officer or on such Director's or Officer's
behalf in connection with any threatened, pending or completed Proceeding
or any claim, issue or matter therein, which such Director or Officer is,
or is threatened to be made, a party to or participant in by reason of such
Director's or Officer's Corporate Status, if such Director or Officer acted
in good faith and in a manner such Director or Officer reasonably believed
to be in or not opposed to the best interests of the Corporation and, with
respect to any criminal proceeding, had no reasonable cause to believe his
or her conduct was unlawful. The rights of indemnification provided by this
Section 2 shall continue as to a Director or Officer after he or she has
ceased to be a Director or Officer and shall inure to the benefit of his or
her heirs, executors, administrators and personal representatives.
Notwithstanding the foregoing, the Corporation shall indemnify any Director
or Officer seeking indemnification in connection with a Proceeding
initiated by such Director or Officer only if such Proceeding was
authorized by the Board of Directors of the Corporation, unless such
Proceeding was brought to enforce an Officer or Director's rights to
Indemnification or, in the case of Directors, advancement of Expenses under
these By-laws in accordance with the provisions set forth herein.


<PAGE>  9


      SECTION 3. INDEMNIFICATION OF NON-OFFICER EMPLOYEES. Subject to the
operation of Section 4 of this Article V of these By-laws, each Non-Officer
Employee may, in the discretion of the Board of Directors of the
Corporation, be indemnified by the Corporation to the fullest extent
authorized by the DGCL, as the same exists or may hereafter be amended,
against any or all Expenses, judgments, penalties, fines and amounts
reasonably paid in settlement that are incurred by such Non-Officer
Employee or on such Non-Officer Employee's behalf in connection with any
threatened, pending or completed Proceeding, or any claim, issue or matter
therein, which such Non-Officer Employee is, or is threatened to be made, a
party to or participant in by reason of such Non-Officer Employee's
Corporate Status, if such Non-Officer Employee acted in good faith and in a
manner such Non-Officer Employee reasonably believed to be in or not
opposed to the best interests of the Corporation and, with respect to any
criminal proceeding, had no reasonable cause to believe his or her conduct
was unlawful. The rights of indemnification provided by this Section 3
shall exist as to a Non-Officer Employee after he or she has ceased to be a
Non-Officer Employee and shall inure to the benefit of his or her heirs,
personal representatives, executors and administrators. Notwithstanding the
foregoing, the Corporation may indemnify any Non-Officer Employee seeking
indemnification in connection with a Proceeding initiated by such Non-
Officer Employee only if such Proceeding was authorized by the Board of
Directors of the Corporation.

      SECTION 4. GOOD FAITH. Unless ordered by a court, no indemnification
shall be provided pursuant to this Article V to a Director, to an Officer
or to a Non-Officer Employee unless a determination shall have been made
that such person acted in good faith and in a manner such person reasonably
believed to be in or not opposed to the best interests of the Corporation
and, with respect to any criminal Proceeding, such person had no reasonable
cause to believe his or her conduct was unlawful. Such determination shall
be made by (a) a majority vote of the Disinterested Directors, even though
less than a quorum of the Board of Directors, (b) a committee comprised of
Disinterested Directors, such committee having been designated by a
majority vote of the Disinterested Directors (even though less than a
quorum), (c) if there are no such Disinterested Directors, or if a majority
of Disinterested Directors so directs, by independent legal counsel in a
written opinion, or (d) by the stockholders of the Corporation.

      SECTION 5. ADVANCEMENT OF EXPENSES TO DIRECTORS PRIOR TO FINAL
DISPOSITION.

      (a) The Corporation shall advance all Expenses incurred by or on
behalf of any Director in connection with any Proceeding in which such
Director is involved by reason of such Director's Corporate Status within
ten (10) days after the receipt by the Corporation of a written statement
from such Director requesting such advance or advances from time to time,
whether prior to or after final disposition of such Proceeding. Such
statement or statements shall reasonably evidence the Expenses incurred by
such Director and shall be preceded or accompanied by an undertaking by or
on behalf of such Director to repay any Expenses so advanced if it shall
ultimately be determined that such Director is not entitled to be
indemnified against such Expenses.

      (b) If a claim for advancement of Expenses hereunder by a Director is
not paid in full by the Corporation within 10 days after receipt by the
Corporation of documentation of Expenses and the required undertaking, such
Director may at any time thereafter bring suit against the Corporation to
recover the unpaid amount of the claim and if successful in whole or in
part, such Director shall also be entitled to be paid the expenses of
prosecuting such claim. The failure of the Corporation (including its Board
of Directors or any committee thereof, independent legal counsel, or
stockholders) to make a determination concerning the permissibility of such
advancement of Expenses under this Article V shall not be a defense to the
action and shall not create a presumption that such advancement is not
permissible. The burden of proving that a Director is not entitled to an
advancement of expenses shall be on the Corporation.

      (c) In any suit brought by the Corporation to recover an advancement
of expenses pursuant to the terms of an undertaking, the Corporation shall
be entitled to recover such expenses upon a final adjudication that the
Director has not met any applicable standard for indemnification set forth
in the DGCL.

      SECTION 6. ADVANCEMENT OF EXPENSES TO OFFICERS AND NON-OFFICER
EMPLOYEES PRIOR TO FINAL DISPOSITION.

      (a) The Corporation may, at the discretion of the Board of Directors
of the Corporation, advance any or all Expenses incurred by or on behalf of
any Officer and Non-Officer Employee in connection with any Proceeding in
which such is involved by reason of the Corporate Status of such Officer or
Non-Officer Employee upon the receipt by the Corporation of a statement or
statements from such Officer or Non-Officer Employee requesting such
advance or advances from time to time, whether prior to or after final
disposition of such Proceeding. Such


<PAGE>  10


statement or statements shall reasonably evidence the Expenses incurred by
such Officer and Non-Officer Employee and shall be preceded or accompanied
by an undertaking by or on behalf of such to repay any Expenses so advanced
if it shall ultimately be determined that such Officer or Non-Officer
Employee is not entitled to be indemnified against such Expenses.

      (b) In any suit brought by the Corporation to recover an advancement
of expenses pursuant to the terms of an undertaking, the Corporation shall
be entitled to recover such expenses upon a final adjudication that the
Officer or Non-Officer Employee has not met any applicable standard for
indemnification set forth in the DGCL.

      SECTION 7. CONTRACTUAL NATURE OF RIGHTS.

      (a) The foregoing provisions of this Article V shall be deemed to be
a contract between the Corporation and each Director and Officer entitled
to the benefits hereof at any time while this Article V is in effect, and
any repeal or modification thereof shall not affect any rights or
obligations then existing with respect to any state of facts then or
theretofore existing or any Proceeding theretofore or thereafter brought
based in whole or in part upon any such state of facts.

      (b) If a claim for indemnification of Expenses hereunder by a
Director or Officer is not paid in full by the Corporation within 60 days
after receipt by the Corporation of a written claim for indemnification,
such Director or Officer may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim, and if successful in
whole or in part, such Director or Officer shall also be entitled to be
paid the expenses of prosecuting such claim. The failure of the Corporation
(including its Board of Directors or any committee thereof, independent
legal counsel, or stockholders) to make a determination concerning the
permissibility of such indemnification under this Article V shall not be a
defense to the action and shall not create a presumption that such
indemnification is not permissible. The burden of proving that a Director
or Officer is not entitled to indemnification shall be on the Corporation.

      (c) In any suit brought by a Director or Officer to enforce a right
to indemnification hereunder, it shall be a defense that such Director or
Officer has not met any applicable standard for indemnification set forth
in the DGCL.

      SECTION 8. NON-EXCLUSIVITY OF RIGHTS. The rights to indemnification
and advancement of Expenses set forth in this Article V shall not be
exclusive of any other right which any Director, Officer, or Non-Officer
Employee may have or hereafter acquire under any statute, provision of the
Certificate or these By-laws, agreement, vote of stockholders or
Disinterested Directors or otherwise.

      SECTION 9. INSURANCE. The Corporation may maintain insurance, at its
expense, to protect itself and any Director, Officer or Non-Officer
Employee against any liability of any character asserted against or
incurred by the Corporation or any such Director, Officer or Non-Officer
Employee, or arising out of any such person's Corporate Status, whether or
not the Corporation would have the power to indemnify such person against
such liability under the DGCL or the provisions of this Article V.

                                 ARTICLE VI

                          MISCELLANEOUS PROVISIONS

      SECTION 1. FISCAL YEAR. The fiscal year of the Corporation shall be
determined by the Board of Directors.

      SECTION 2. SEAL. The corporate seal shall, subject to alteration by
the Board of Directors, consist of a flat-faced circular dial with the word
"Delaware" together with the name of the Corporation and the year of its
organization cut or engraved thereon. The corporate seal may be used by
causing it or a facsimile thereof to be impressed or affixed or reproduced
or otherwise.

      SECTION 3. EXECUTION OF INSTRUMENTS. All deeds, leases, transfers,
contracts, bonds, notes and other obligations to be entered into by the
Corporation in the ordinary course of its business without director action
may be executed on behalf of the Corporation by the Chairman of the Board,
if one is elected, the President or the Treasurer or any other officer,
employee or agent of the Corporation as the Board of Directors or Executive
Committee may authorize.


<PAGE>  11


      SECTION 4. VOTING OF SECURITIES. Unless the Board of Directors
otherwise provides, the Chairman of the Board, if one is elected, the
President or the Treasurer may waive notice of and act on behalf of this
Corporation, or appoint another person or persons to act as proxy or
attorney in fact for this Corporation with or without discretionary power
and/or power of substitution, at any meeting of stockholders or
shareholders of any other corporation or organization, any of whose
securities are held by this Corporation.

      SECTION 5. RESIDENT AGENT. The Board of Directors may appoint a
resident agent upon whom legal process may be served in any action or
proceeding against the Corporation.

      SECTION 6. CORPORATE RECORDS. The original or attested copies of the
Certificate, By-laws and records of all meetings of the incorporators,
stockholders and the Board of Directors and the stock transfer books, which
shall contain the names of all stockholders, their record addresses and the
amount of stock held by each, may be kept outside the State of Delaware and
shall be kept at the principal office of the Corporation, at the office of
its counsel or at an office of its transfer agent or at such other place or
places as may be designated from time to time by the Board of Directors.

      SECTION 7. CERTIFICATE. All references in these By-laws to the
Certificate shall be deemed to refer to the Amended and Restated
Certificate of Incorporation of the Corporation, as amended and in effect
from time to time.

      SECTION 8. AMENDMENT OF BY-LAWS.

      (a) AMENDMENT BY DIRECTORS. Except as provided otherwise by law,
these By-laws may be amended or repealed by the Board of Directors by the
affirmative vote of a majority of the directors then in office without the
necessity of approval by the stockholders.

      (b) AMENDMENT BY STOCKHOLDERS. These By-laws may also be amended or
repealed at any Annual Meeting, or special meeting of stockholders called
for such purpose, by the affirmative vote of at least 75% of the shares
present in person or represented by proxy at such meeting and entitled to
vote on such amendment or repeal, voting together as a single class;
provided, however, that if the Board of Directors recommends that
stockholders approve such amendment or repeal at such meeting of
stockholders, such amendment or repeal shall only require the affirmative
vote of the majority of the shares present in person or represented by
proxy at such meeting and entitled to vote on such amendment or repeal,
voting together as a single class; provided, further, that the requirement
that there be an affirmative vote of at least 75% of the shares present in
person or represented by proxy at such meeting be initially approved by the
stockholders (by approving the Corporation's Amended Certificate of
Incorporation containing such provision) and, if not so approved, such
amendment or repeal of these By-laws shall only require the affirmative
vote of the majority of the shares present in person or represented by
proxy. Notwithstanding the foregoing, stockholder approval shall not be
required unless mandated by the Certificate, these By-laws, or other
applicable law.


<PAGE>  12


                                CERTIFICATION

      These By-laws were adopted by the Corporation and became effective as
of the ___ day of March, 2001.

                                       Name:
                                       Title:


<PAGE>  13