EXHIBIT 3.2

                                     BYLAWS
                                       OF
                            OREGON STEEL MILLS, INC.
                    (as amended and restated on May 1, 2003)

                                   ARTICLE 1

                                     OFFICES

     1.1   REGISTERED OFFICE.  The registered office of the corporation in the
State of Delaware shall be in the City of Wilmington, County of New Castle.

     1.2   OTHER OFFICES. The corporation shall also have and maintain an office
or principal place of business at 1000 SW Broadway, Suite 2200, Portland,
Oregon, and may also have offices at such other places, both within and without
the State of Delaware, as the Board of Directors may from time to time determine
or the business of the corporation may require.

                                   ARTICLE 2

                             STOCKHOLDERS' MEETINGS

     2.1   ANNUAL MEETING. The annual meetings of the stockholders of the
corporation for the purpose of election of directors and for such other business
as may lawfully come before it, shall be held on such date and at such time as
may be designated from time to time by the Board of Directors.

     2.2   BUSINESS TO BE CONDUCTED AT ANNUAL MEETING. At an annual meeting of
stockholders, only such business shall be conducted as shall have been brought
before the meeting (a) pursuant to the corporation's notice of the meeting, (b)
by or at the direction of the Board (or any duly organized committee thereof),
or (c) by any stockholder of the corporation who is a stockholder of record on
the date of giving of the notice provided for in this Section 2.2 and on the
record date for the determination of stockholders entitled to vote at such
meeting and who has complied with the notice procedures set forth in this
Section 2.2.

           2.2.1 In addition to any other applicable requirements, including but
not limited to rules promulgated by the Securities and Exchange Commission, for
business to be properly brought before an annual meeting by a stockholder, such
business must be a proper matter for stockholder action under the general
corporation law of the state of Delaware and the proposing stockholder must have
given timely notice in proper written form to the Secretary, which notice is not
withdrawn by such stockholder at or prior to such annual meeting.

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           2.2.2 To be timely, a stockholder's notice must be received by the
Secretary at the principal executive offices of the corporation, not less than
120 days nor more than 150 days prior to the first anniversary date of the proxy
statement for the preceding year's annual meeting of stockholders; provided,
however, that in the event that the annual meeting is called for a date that is
not within 30 days before or after the anniversary date of the previous year's
annual meeting, notice by the stockholder in order to be timely must be received
not less than a reasonable time, as determined by the Board of Directors, prior
to the date of the annual meeting.

           2.2.3 To be in proper written form, such stockholder's notice must
set forth as to each matter the stockholder proposes to bring before the annual
meeting (a) a brief description of the business desired to be brought before the
annual meeting and the reasons for conducting such business at such meeting; (b)
the name and address, as they appear on the corporation's books, of the
stockholder proposing such business, and the name and address of the beneficial
owner, if any, on whose behalf the proposal is made; (c) the class, series and
the number of shares of the corporation's stock which are beneficially owned by
such stockholder, and the beneficial owner, if any, on whose behalf the proposal
is made; (d) a description of all arrangements or understandings between such
stockholder or beneficial owner and any other person or persons (including their
names) in connection with the proposal of such business by such stockholder or
beneficial owner and any material interest of the stockholder, and of the
beneficial owner, if any, on whose behalf the proposal is made, in such
business; and (e) a representation that such stockholder or beneficial owner
intends to appear in person or by proxy at the annual meeting to bring such
business before the meeting.

           2.2.4 Notwithstanding anything in these Bylaws to the contrary, no
business shall be conducted at an annual meeting except in accordance with the
procedures set forth in this Section 2.2. The Board of Directors will determine,
in its sole discretion, whether a stockholder has complied with the provisions
of this Section 2.2.

     2.3   NOMINATION OF DIRECTORS. Only persons who are nominated in accordance
with the following procedures shall be eligible for election as directors of the
corporation, except as may be otherwise expressly provided in the Restated
Certificate of Incorporation of the corporation with respect to the right of
holders of preferred stock of the corporation to nominate and elect a specified
number of directors in certain circumstances. Nominations of persons for
election to the Board may be made at any annual meeting of stockholder: (a) by
or at the direction of the Board (or any duly authorized committee thereof) or
(b) by any stockholder of the corporation who is a stockholder of record on the
date of the giving of the notice provided for in this Section 2.3 and on the
record date for the determination of stockholders entitled to vote at such

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meeting and who complies with the notice procedures set forth in this Section
2.3.

           2.3.1 In addition to any other applicable requirements, for a
nomination to be made by a stockholder, such stockholder must have given timely
notice thereof in proper written form to the Secretary of the corporation.

           2.3.2 To be timely, a stockholder's notice must be received by the
Secretary at the principal executive offices of the corporation, not less than
120 days nor more than 150 days prior to the first anniversary date of the proxy
statement for the preceding year's annual meeting of stockholders; provided,
however, that in the event that the annual meeting is called for a date that is
not within 30 days before or after the anniversary date of the previous year's
annual meeting, notice by the stockholder in order to be timely must be received
not less than a reasonable time, as determined by the Board of Directors, prior
to the date of the annual meeting.

           2.3.3 To be in proper written form, a stockholder's notice to the
Secretary must set forth (a) as to each person whom the stockholder proposes to
nominate for election as a director (A) the name, age, business address and
residence address of the person, (B) the principal occupation or employment of
the person, (C) the class, series and the number of shares of capital stock of
the corporation which are owned beneficially or of record by the person, and (D)
any other information relating to the person that would be required to be
disclosed in a proxy statement or other filings required to be made in
connection with solicitations of proxies for election of directors pursuant to
Section 14 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and the rules and regulations promulgated thereunder; and (b) as to the
stockholder giving the notice or the beneficial owner on whose behalf the
nomination is made, (A) the name and address of such stockholder as they appear
on the corporation's books, (B) the class or series and the number of shares of
the corporation's stock which are beneficially owned by such stockholder or
beneficial owner, (C) a description of all arrangements or understandings
between such stockholder or beneficial owner and each proposed nominee and any
other person or persons (including their names) pursuant to which the
nomination(s) are to be made by such stockholder or beneficial owner, (D) a
representation that such stockholder or beneficial owner intends to appear in
person or by proxy at the meeting to nominate the persons named in its notice,
and (E) any other information relating to such stockholder or beneficial owner
that would be required to be disclosed in a proxy statement or other filings
required to be made in connection with solicitations of proxies for election of
directors pursuant to Section 14 of the Exchange Act and the rules and
regulations promulgated thereunder. Such notice must be accompanied by a written
consent of each proposed nominee to being named as a nominee and to serve as a
director if elected.

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           2.3.4 No person shall be eligible for election as a director of the
corporation unless nominated in accordance with the procedures set forth in this
Section 2.3. The Board of Directors will determine, in its sole discretion,
whether a stockholder has complied with the provisions of this Section 2.3.

     2.4   RULES OF CONDUCT. 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, if any, the chairman of the meeting
shall have the right and authority to prescribe such rules, regulations and
procedures and to do all such acts as, in the judgment of such chairman, 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 chairman 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 on matters which are to be voted on by ballot. Unless, and to the
extent, determined by the Board or the chairman of the meeting, meetings of
stockholders shall not be required to be held in accordance with rules of
parliamentary procedure.

     2.5   SPECIAL MEETING. Special meetings of the stockholders may be called,
for any purpose or purposes, by the Chairman of the Board, the President, the
Board of Directors or one or more stockholders holding not less than one-fifth
of the voting power of the corporation.

     2.6   PLACE OF MEETINGS.

           2.6.1 Meetings of the stockholders of the corporation shall be held
at such place, either within or without the State of Delaware, as may be
designated from time to time by the Board of Directors or if not so designated,
then at the office of the corporation required to be maintained pursuant to
Section 1.2.

           2.6.2 The Board of Directors may, in its sole discretion, determine
that the meeting shall not be held at any place, but may instead be held solely
by means of remote communication in accordance with Section 211(a)(2) of the
Delaware General Corporation Law. If authorized by the Board of Directors in its
sole discretion, and subject to such guidelines and procedures as the Board of
Directors may adopt, stockholders and proxyholders not physically present at a
meeting of stockholders may, by means of remote communication: (a) participate
in a meeting of stockholders; and (b) be deemed present in person and vote at a
meeting of stockholders whether such meeting is to be held at a designated place
or solely by means of remote communication,

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provided that (i) the corporation shall implement reasonable measures to verify
that each person deemed present and permitted to vote at the meeting by means of
remote communication is a stockholder or proxyholder; (ii) the corporation shall
implement reasonable measures to provide such stockholders and proxyholders a
reasonable opportunity to participate in the meeting and to vote on matters
submitted to the stockholders, including an opportunity to read or hear the
proceedings of the meeting substantially concurrently with such proceedings; and
(iii) if any stockholder or proxyholder votes or takes other action at the
meeting by means of remote communication, a record of such vote or other action
shall be maintained by the corporation.

     2.7   NOTICE OF MEETINGS.

           2.7.1 Whenever stockholders are required or permitted to take any
action at a meeting, a written notice (as the term "written" is defined in
Section 9.6 of these Bylaws) of the meeting of stockholders shall be given which
shall state the place, if any, date and hour of the meeting, the means of remote
communications, if any, by which stockholders and proxyholders 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. Unless
otherwise provided by law or the Restated Certificate of Incorporation, the
written notice shall be given not less than 10 nor more than 60 days before the
date of the meeting to each stockholder entitled to vote at such meeting,
directed to the stockholder in accordance with the procedures set forth in
Article 8 of these Bylaws. Notice shall be deemed to have been given to all
stockholders of record who share an address if notice is given in accordance
with the "householding" rules set forth in Rule 14a-3(e) under the Exchange Act.

           2.7.2 If at any meeting action is proposed to be taken which, if
taken, would entitle stockholders fulfilling the requirements of Section 262(d)
of the Delaware General Corporation Law to an appraisal of the fair value of
their shares, the notice of such meeting shall contain a statement of that
purpose and to that effect and shall be accompanied by a copy of that statutory
section.

           2.7.3 When a meeting is adjourned to another time or place, notice
need not be given of the adjourned meeting if the time and place, if any,
thereof, and the means of remote communications, if any, by which stockholders
and proxyholders 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
unless the adjournment is for more than 30 days, or unless after the adjournment
a new record date is fixed for the adjourned meeting, in which event a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.

     2.8   QUORUM AND VOTING.

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           2.8.1 Except where otherwise provided by law, the Restated
Certificate of Incorporation, or these Bylaws, a majority of the shares entitled
to vote, present in person or represented by proxy, shall constitute a quorum
for the transaction of business at a meeting of stockholders. In the absence of
a quorum, any meeting of stockholders may be adjourned, from time to time, by
vote of the holders of a majority of the shares represented at the meeting, but
no other business shall be transacted at such meeting. At such adjourned meeting
at which a quorum is present or represented, any business may be transacted
which might have been transacted at the original meeting. The stockholders
present at a duly called or convened meeting, at which a quorum is present, may
continue to transact business until adjournment, notwithstanding the withdrawal
of enough stockholders to leave less than a quorum.

           2.8.2 Except as otherwise provided by law, the Restated Certificate
of Incorporation or these Bylaw, the affirmative vote of the majority of shares
present in person or represented by proxy at the meeting and entitled to vote on
the subject matter shall be the act of the stockholders.

     2.9   PROXIES.

           2.9.1 Each stockholder entitled to vote at a meeting of stockholders
or to express consent or dissent to corporate action in writing without a
meeting may authorize another person or persons to act for such stockholder by
proxy, but no such proxy shall be voted or acted upon after three years from its
date, unless the proxy provides for a longer period.

           2.9.2 All proxies shall be in writing, executed by the person
entitled to vote or by the person's duly authorized agent and filed with the
Secretary of the corporation at or before the meeting at which it is to be used.

           2.9.3 Unless and until voted, every proxy shall be revocable at the
pleasure of the person who executed it or of the stockholder's legal
representatives or assigns, except in those cases where an irrevocable proxy
permitted by statute has been given. A stockholder may revoke a proxy by (a)
written notice of such revocation to the Secretary of the corporation; (b) a
later dated proxy is filed with the Secretary of the corporation; or (c)
attending the meeting and voting in person (attendance at the meeting will not
by itself revoke the proxy).

     2.10  VOTING RIGHTS.

           2.10.1 Except as otherwise provided by law, only persons in whose
names shares entitled to vote stand on the stock records of the corporation on
the record date for determining the stockholders entitled to vote at such
meeting shall be entitled to vote at such meeting. Shares standing in the names
of two or more person shall be voted or represented in accordance with the
determination of the majority of such persons, or, if only one of such persons
is

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present in person or represented by proxy, such person shall have the right
to vote such shares and such shares shall be deemed to be represented for the
purpose of determining a quorum.

           2.10.2 Upon the demand of any stockholder made before the voting
begins, the election of directors shall be by ballot.

     2.11  VOTING PROCEDURES AND INSPECTORS OF ELECTIONS.

           2.11.1 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 person presiding
at the meeting shall appoint one or more inspectors to act at the meeting. Each
inspector, before entering upon the discharge of the duties, shall take and sign
an oath faithfully to execute the duties of inspector with strict impartiality
and according to the best of such inspector's ability.

           2.11.2 The inspectors shall (i) ascertain the number of shares
outstanding and the voting power of each, (ii) determine the shares represented
at a meeting and the validity of proxies and ballots, (iii) count all votes and
ballots, (iv) determine and retain for a reasonable period a record of the
disposition of any challenges made to any determination by the inspectors, and
(v) certify their determination of the number of shares represented at the
meeting, and their count 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.

           2.11.3 The date and time of the opening and the closing of the polls
for each matter upon which the stockholders will vote at a meeting shall be
announced at the meeting. No ballot, proxies or votes, nor any revocations
thereof or changes thereto, shall be accepted by the inspectors after the
closing of the polls unless the Court of Chancery upon application by a
stockholder shall determine otherwise.

           2.11.4 In determining the validity and counting of proxies and
ballots, the inspectors shall be limited to an examination of the proxies, any
envelopes submitted with those proxies, any information provided in accordance
with Section 212(c)(2) of the Delaware General Corporation Law, ballots and the
regular books and records of the corporation, except that the inspectors may
consider other reliable information for the limited purpose of reconciling
proxies and ballots submitted by or on behalf of banks, brokers, their nominees
or similar persons which represent more votes than the holder of a proxy is
authorized by the record owner to cast or more votes than the stockholder holds
of record. If the inspectors consider other reliable information for the limited
purpose permitted herein, the inspectors at the time they make

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their certification pursuant to Section 2.11.2(v) shall specify the precise
information considered by them including the person or persons from whom they
obtained the information, when the information was obtained, the means by which
the information was obtained and the basis for the inspectors' belief that such
information is accurate and reliable.

     2.12  CONFIDENTIAL VOTING. All proxies, ballots, consents, and voting
tabulationsthat identify the vote of a particular stockholder or benefit plan
participant will be held in confidence by the independent tabulators and by the
inspectors of election and will not be disclosed to any other person, including
the corporation and its directors, officers, and employees, except as follows:

                 (a)    as necessary to meet legal requirements or to pursue
                        or defend legal or regulatory actions; or


                 (b)    to allow the inspectors of election to certify the
                        results of the vote; or

                 (c)    when expressly authorized by a stockholder or benefit
                        plan participant; or

                 (d)    in the event of a contested election for the Board of
                        Directors or contested proxy/consent solicitation; or

                 (e)    if a bona fide dispute exists regarding the
                        authenticity of any proxy card or ballot or the
                        accuracy of any tabulation of votes. However, the
                        disclosure of any comments or other information
                        written on any proxy card, consent or ballot without
                        reference to the vote of the stockholder is
                        permitted, except where such vote is included in, and
                        necessary to an understanding of, such written
                        material.

                 (f)    This Section 2.12 may only be amended or repealed by
                        the approval of the holders of a majority of votes
                        cast at any duly called meeting where the matter is
                        considered.

     2.13   LIST OF STOCKHOLDERS. The officer who has charge of the stock ledger
of the corporation shall prepare and make, at least 10 days before every meeting
of stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, showing the address of and the number
of shares registered in the name of each stockholder. Nothing in this Section
2.13 shall require the corporation to include electronic mail addresses or other
electronic contact information on such list. Such list shall be open to the
examination of any stockholder, for any purpose germane to the meeting, for a
period of at least 10 days prior to the meeting: (a) on a reasonably accessible
electronic network, provided that the information required to gain access to
such list is provided with the notice of the meeting, or (b) during ordinary

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business hours, at the principal place of business of the corporation. In the
event that the corporation determines to make the list available on an
electronic network, the corporation may take reasonable steps to ensure that
such information is available only to stockholders of the corporation. If the
meeting is to be held at a place, then the list shall be produced and kept at
the time and place of meeting during the whole time thereof, and may be
inspected by any stockholder who is present. If the meeting is to be held solely
by means of remote communication, then the list shall also be open to the
examination of any stockholder during the whole time of the meeting on a
reasonably accessible electronic network, and the information required to access
such list shall be provided with the notice of the meeting.

     2.14   ACTION WITHOUT MEETING.

            2.14.1 Unless otherwise provided in the Restated Certificate of
Incorporation, any action required by Delaware General Corporation Law to be
taken at any annual or special meeting of stockholders of the corporation, or
any action which may be taken at any annual or special meeting of such
stockholders, may be taken without a meeting, without prior notice and without a
vote, if a consent or consents in writing, setting forth the action so taken,
are signed by the holders of outstanding stock having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voted. To
be effective, a written consent must be delivered to the corporation by delivery
to its registered office in Delaware, its principal place of business, or an
officer or agent of the corporation having custody of the book in which
proceedings of meetings of stockholders are recorded. Delivery made to the
corporation's registered office shall be by hand or by certified or registered
mail, return receipt requested. Every written consent shall bear the date of
signature of each stockholder who signs the consent and no written consent shall
be effective to take the corporate action referred to therein unless, within 60
days of the earliest dated consent delivered in the manner required by this
Section 2.14 to the corporation, written consents signed by a sufficient number
of holders to take action are delivered to the corporation in accordance with
this Section 2.14.

            2.14.2 A telegram, cablegram or other electronic transmission
consenting to an action to be taken and transmitted by a stockholder or
proxyholder, or by a person or persons authorized to act for a stockholder or
proxyholder, shall be deemed to be written, signed and dated for the purposes of
this Section 2.14, provided that any such telegram, cablegram or other
electronic transmission sets forth or is delivered with information from which
the corporation can determine (a) that the telegram, cablegram or other
electronic transmission was transmitted by the stockholder or proxyholder or by
a person or persons authorized to act for the stockholder or proxyholder, and
(b) the date on which such stockholder or proxyholder or authorized person or
persons transmitted such telegram, cablegram or electronic transmission. The
date on

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which such telegram, cablegram or electronic transmission is transmitted shall
be deemed to be the date on which such consent was signed. Except to the extent
and in the manner authorized by the Board of Directors, no consent given by
telegram, cablegram or other electronic transmission shall be deemed to have
been delivered until such consent is reproduced in paper form and until such
paper form shall be delivered to the corporation by delivery to its registered
office in Delaware, its principal place of business or an officer or agent of
the corporation having custody of the book in which proceedings of meetings of
stockholders are recorded. Delivery made to the corporation's registered office
shall be made by hand or by certified or registered mail, return receipt
requested.

            2.14.3 Any copy, facsimile or other reliable reproduction of a
consent in writing may be substituted or used in lieu of the original writing
for any and all purposes for which the original writing could be used, provided
that such copy, facsimile or other reproduction shall be a complete reproduction
of the entire original writing.

            2.14.4 Prompt notice of the taking of the corporate action without a
meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing and who, if the action had been
taken at a meeting, would have been entitled to notice of the meeting if the
record date of such meeting had been the date that written consents signed by a
sufficient number of stockholders to take the action were delivered to the
corporation in the manner required by this Section 2.14.

     2.15   RECORD DATE. The Board of Directors may fix a time in the future as
a record date for the determination of the stockholders entitled to notice of
and to vote at any meeting of stockholders or entitled to receive any dividend
or distribution, or any allotment of rights, or to exercise rights in respect to
any change, conversion, or exchange of shares. If no record date is fixed by the
Board of Directors, the record date for determining stockholders entitled to (a)
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; (b) consent to corporate action in writing without a
meeting, when no prior action by the Board of Directors is required, shall be
the first date on which a signed written consent setting forth the action taken
or proposed to be taken is delivered to the corporation by delivery to its
registered office in Delaware, its principal place of business, or an officer or
agent of the corporation having custody of the book in which proceedings of
meetings of stockholders are recorded; (c) consent to corporate action in
writing without a meeting, when prior action by the Board of Directors is
required, shall be at the close of business on the day on which the Board of
Directors adopts the resolution taking such prior action; and (d) receive
payment of any dividend or other distribution or allotment of any rights or the
stockholders entitled to

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exercise any rights in respect of any change, conversion or exchange of stock,
or for the purpose of any other lawful action, shall be at the close of business
on the day on which the Board of Directors adopts the resolution relating
thereto. In no event shall a record date be fixed which is more than 60 days nor
less than 10 days prior to the date of the meeting or event for the purpose for
which it is fixed. When a record date is so fixed, only stockholders of record
on that date are entitled to notice of and to vote at the meeting or to receive
the dividend, distribution, or allotment of rights, or to exercise the rights,
as the case may be, notwithstanding any transfer of any shares on the books of
the corporation after the record date.

     2.16   STOCKHOLDERS OF RECORD. The corporation shall be entitled to treat
the holder of record of any share or shares as the holder in fact thereof, and,
accordingly, shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person whether or not
it shall have express or other notice thereof, except as otherwise provided by
the laws of Delaware.

                                   ARTICLE 3

                               BOARD OF DIRECTORS

     3.1    NUMBER AND TERM OF OFFICE. The number of directors constituting the
entire Board of Directors shall be not less than three (3) nor more than twelve
(12) as fixed from time to time by vote of a majority of the entire Board,
provided, however, that the number of directors shall not be reduced so as to
shorten the term of any director. In accordance with the Restated Certificate of
Incorporation, each director shall be elected to a class. Except as provided in
Section 3.3, the directors up for election at the meeting shall be elected by a
plurality vote of the shares represented in person or by proxy, at the
stockholders annual meeting and entitled to vote on the election of directors.
Each director shall hold office until the director's successor is elected and
qualified or until such director's earlier resignation or removal. Directors
need not be stockholders.

     3.2    POWERS. Except as may be otherwise provided in the Delaware General
Corporation Law or in the Restated Certificate of Incorporation, the business
and affairs of the corporation shall be managed by or under the direction of the
Board of Directors.

     3.3    VACANCIES -- NEWLY CREATED DIRECTORSHIPS. Vacancies and newly
created directorships resulting from any increase in the authorized number of
directors may be filled by a majority of the directors then in office, although
less than a quorum, or by a sole remaining director. A vacancy in the Board of
Directors shall be deemed to exist under this Section 3.3 in the case of death,
removal or resignation of any director. Any directors chosen under this Section

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3.3 shall hold office until the next election of the class for which such
directors shall have been chosen, and until their successors shall be elected
and qualified.

     3.4    REMOVAL. A director may only be removed from office for cause by:
(a) a vote of stockholders holding a majority of the outstanding shares entitled
to vote at an election of directors; or (b) the Board of Directors. In case any
one or more directors be so removed, new directors may be elected by the
stockholders at the same meeting or appointed by the Board of Directors.

     3.5    RESIGNATION. Any director may resign at any time upon notice given
in writing or by electronic transmission to the Secretary, such resignation to
specify whether it will be effective at a particular time, upon receipt by the
Secretary or at the pleasure of the Board of Directors. If no such specification
is made, it shall be deemed effective at the pleasure of the Board of Directors.
When one or more directors shall resign from the Board, effective at a future
date, a majority of the directors then in office, including those who have so
resigned, shall have power to fill such vacancy or vacancies, the vote thereon
to take effect when such resignation or resignations shall become effective, and
each director so chosen shall hold office for the unexpired portion of the term
of the director whose place shall be vacated and until the person's successor
shall have been duly elected and qualified. The acceptance of a resignation
shall not be required to make it effective.

     3.6    FEES AND COMPENSATION. Directors shall not receive any stated
salaries for their services, but, by resolution of the Board of Directors, a
fixed fee, with or without expense of attendance, may be allowed for attendance
at each meeting and at each meeting of any committee of the Board of Directors.
Nothing herein contained shall be construed to preclude any director from
serving the corporation in any other capacity as an officer, agent, employee, or
otherwise, and receiving compensation therefor.

     3.7    COMMITTEES.

            3.7.1 EXECUTIVE COMMITTEE: The Board of Directors may appoint an
Executive Committee of not less than one member, each of whom shall be a
director. The Executive Committee, to the extent permitted by Delaware law,
these Bylaws, an executive committee charter or other resolutions of the Board
of Directors, shall have and may exercise when the Board of Directors is not in
session all powers of the Board of Directors in the management of the business
and affairs of the corporation, including, without limitation, the power and
authority to declare a dividend or to authorize the issuance of stock, except
such committee shall not have the power or authority to (a) approve or adopt, or
recommend to the corporation's stockholders, any action or matter expressly
required by the Delaware General Corporation Law to be submitted to stockholders
for approval, or (b) adopt, amend or repeal any bylaw of the corporation.

                                      -12-
<PAGE>


            3.7.2 OTHER COMMITTEES: The Board of Directors may appoint such
other committees as may be permitted by law. Such other committees appointed by
the Board of Directors shall have such powers and perform such duties as may be
prescribed by the charters or resolution or resolutions creating such committee,
but in no event shall any such committee have the powers denied to the Executive
Committee in these Bylaws.

            3.7.3 TERM: The members of all committees of the Board of Directors
shall be appointed at the annual meeting of directors following the annual
meeting of stockholders and shall serve a term until the next annual meeting of
directors. The Board, subject to the provisions of Sections 3.7.1 and 3.7.2, may
at any time increase or decrease the number of members of a committee or
terminate the existence of a committee; provided, that no committee shall
consist of less than one member. The membership of a committee member shall
terminate on the date of such director's death or voluntary resignation, but the
Board may at any time for any reason remove any individual committee member and
the Board may fill any committee vacancy created by death, resignation, removal
or increase in the number of members of the committee. The Board of Directors
may designate one or more directors as alternate members of any committee, who
may replace any absent or disqualified member at any meeting of the committee,
and, in addition, in the absence or disqualification of any member of a
committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not the member or members constitutes a
quorum, may unanimously appoint another member of the Board of Directors to act
at the meeting in the place of any such absent or disqualified member.

            3.7.4 MEETINGS: Unless the Board of Directors shall otherwise
provide, regular meetings of the Executive Committee or any other committee
appointed pursuant to this Section 3.7 shall be held at such times and places as
are determined by the Board of Directors, or by any such committee, and when
notice thereof has been given to each member of such committee, no further
notice of such regular meetings need be given thereafter; special meetings of
any such committee may be held at the principal office of the corporation
required to be maintained pursuant to Section 1.2, or at any place which has
been designated from time to time by resolution of such committee or by written
consent of all members thereof, and may be called by any director who is a
member of such committee, upon written notice to the members of such committee
of the time and place of such special meeting given in the manner provided for
the giving of written notice to members of the Board of Directors of the time
and place of special meetings of the Board of Directors. Notice of any special
meeting of any committee may be waived in writing at any time before or after
the meeting. A majority of the authorized number of members of any such
committee shall constitute a quorum for the transaction of business, and the act
of a majority of those present at any meeting at which a quorum is present shall
be the act of such committee.

                                      -13-
<PAGE>


     3.8    DECLARATION OF DIVIDENDS. Subject to any applicable provisions of
law or of the Restated Certificate of Incorporation, dividends may be declared
by the Board of Directors in its sole and absolute discretion at any meeting.
Dividends may be paid in cash, in property or in shares of the capital stock of
the corporation.

     3.9    SPECIAL PURPOSE RESERVES. The Board of Directors, in its sole and
absolute discretion, may set apart out of any funds of the corporation available
for dividends a reserve or reserves for any proper purpose and may abolish any
such reserve.

     3.10   MEETINGS.

            3.10.1 ANNUAL MEETING: The annual meeting of directors shall be held
immediately after the annual stockholders' meeting and such meeting shall be
held for the purpose of electing officers and transacting such other business as
may lawfully come before it. No notice of an annual meeting of the Board shall
be necessary.

            3.10.2 REGULAR MEETINGS: Regular meetings of the Board of Directors
may be held at such time designated by resolutions of the Board of Directors or
the written consent of all directors. Regular meetings may be held without
notice, provided that notice of any change in the time or place of any such
meeting shall be sent to all of the directors.

            3.10.3 SPECIAL MEETINGS: Special meetings of the Board of Directors
may be held at any time whenever called by the Chairman, President or any two of
the directors. Notice of each special meeting shall be given to each director on
not less than two days' written or oral notice, through any form of written or
oral communication. If the address of a director is not shown on the records and
is not readily ascertainable, such notice shall be addressed to the director at
the place in which the meetings of the directors are regularly held. Neither the
business to be transacted at, nor the purpose of, any special meeting of the
Board of Directors need be specified in the notice of such meeting.

            3.10.4 PLACE OF MEETINGS: The Board of Directors may hold its
meetings at any place within or without the State of Delaware designated from
time to time by resolution of the Board or by written consent of all the members
of the Board. In the absence of such designation, meetings shall be held at the
principal office of the corporation. Any regular or special meeting is valid
wherever held if held upon written consent of all of the members of the Board of
Directors, given either before or after the meeting and filed with the Secretary
of the corporation.

     3.11   MEETING WITHOUT REGULAR CALL AND NOTICE. The transactions of any
meeting of the Board of Directors, or any committee thereof, however called


                              -14-
<PAGE>

and noticed or wherever  held, are as valid as though had at a meeting duly held
after  regular call and notice,  if a quorum is present and if, either before or
after the  meeting,  each of the  directors  not  present  shall  deliver to the
corporation a written waiver of notice, a consent to holding the meeting,  or an
approval of the minutes thereof. All such waivers,  consents, or approvals shall
be  filed  with  the  corporate  records  or made a part of the  minutes  of the
meeting.  Neither  the  business  to be  transacted  at, nor the purpose of, any
regular or special  meeting of the Board of  Directors  need be specified in the
waiver of notice of such meeting.

     3.12   QUORUM. A quorum of the Board of Directors shall consist of a
majority of the exact number of directors fixed from time to time in accordance
with Section 3.1, but not less than two; provided, however, at any meeting
whether a quorum be present or otherwise, a majority of the directors present
may adjourn from time to time until the time fixed for the next regular meeting
of the Board of Directors, without notice other than by announcement at the
meeting. The vote of a majority of the directors present at a meeting duly held
at which a quorum is present shall be the act of the Board of Directors, unless
a greater number is required by law, the Restated Certificate of Incorporation
or these Bylaws.

     3.13   ADJOURNED MEETING. In the absence of a quorum, a majority of the
directors present may adjourn from time to time but not later than the time
fixed for the next regular meeting of the Board. Notice of the time and place of
holding an adjourned meeting need not be given to the directors absent at the
meeting which was adjourned if the time and place of the adjourned meeting was
fixed at the meeting which was adjourned.

     3.14   ACTION WITHOUT MEETING. Unless otherwise restricted by the Restated
Certificate of Incorporation or these Bylaws, any action required or permitted
to be taken by the Board of Directors, or of any committee thereof, may be taken
without a meeting, if all members of the Board or committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the board or committee. Such filing shall be in paper
form if the minutes are maintained in paper form or shall be in electronic form
if the minutes are maintained in electronic form.

     3.15   PARTICIPATION IN MEETINGS BY TELEPHONE OR OTHER COMMUNICATIONS
EQUIPMENT. Unless otherwise restricted by the Restated Certificate of
Incorporation or these Bylaws, members of the Board of Directors, or any
committee designated by the Board of Directors, may participate in a meeting of
such Board, or any committee, by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and such participation in a meeting shall
constitute presence in person at the meeting.

                                      -15-
<PAGE>


     3.16   RELIANCE UPON RECORDS. A member of the Board of Directors, or a
member of any committee designated by the Board of Directors, shall, in the
performance of such member's duties, be fully protected in relying in good faith
upon the records of the corporation and upon such information, opinions, reports
or statements presented to the corporation by any of the corporation's officers
or employees, or committees of the Board of Directors, or by any other person as
to matters the member reasonably 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 corporation.

                                   ARTICLE 4

                                    OFFICERS

     4.1    OFFICERS DESIGNATED. The officers of the corporation shall be a
Chairman of the Board of Directors who shall be a member of the Board of
Directors, a President, one or more Vice Presidents, a Secretary, and a
Treasurer. The order of the seniority of the Vice Presidents shall be in the
order of their nominations, unless otherwise determined by the Board of
Directors. The Board of Directors or the Chairman of the Board or the President
may also appoint one or more assistant secretaries, assistant treasurers, and
such other officers and agents with such powers and duties as shall be deemed
appropriate. Any one person may hold any number of offices of the corporation at
any one time unless specifically prohibited by law. The salaries and
compensation of the officers of the corporation shall be fixed by or in the
manner designated by the Board of Directors.

     4.2    TENURE AND DUTIES OF OFFICERS.

            4.2.1 GENERAL: All officers shall hold office at the pleasure of the
Board of Directors and each officer shall hold office until such officer's
successor is elected and qualified or until such officer's earlier resignation
or removal. Any officer elected or appointed by the Board of Directors may be
removed at any time by the Board of Directors. If the office of any officer
becomes vacant for any reason, the vacancy may be filled by the Board of
Directors. Nothing in these Bylaws shall be construed as creating any kind of
contractual right to employment with the corporation.

            4.2.2 DUTIES OF THE CHAIRMAN OF THE BOARD OF DIRECTORS: The Chairman
of the Board of Directors shall preside at all meetings of the stockholders and
the Board of Directors. The Chairman of the Board of Directors shall perform
such other duties and have such other powers as the Board of Directors shall
designate from time to time.

            4.2.3 DUTIES OF PRESIDENT: The President shall be the chief
executive officer of the corporation unless the Board of Directors designates
some other

                                      -16-
<PAGE>

officer to serve in such capacity. The President shall preside at all meetings
of the stockholders and at all meetings of the Board of Directors, unless the
Chairman of the Board of Directors has been appointed and is present. The
President shall be ex officio a member of the executive and other committees,
shall have general and active management of the business of the corporation,
shall see that all orders and resolutions of the Board of Directors are carried
into effect, and shall exercise such other powers and perform such other duties
as shall be determined from time to time by the Board of Directors. If some
officer other than the President is designated as the chief executive officer,
the officer shall have all of the powers conferred upon the President by these
Bylaws to the extent permitted by law, and, in the absence or disability of such
other officer, the President shall perform and exercise the duties of chief
executive officer. The President or any other officer designated by the Board of
Directors at any time is authorized to vote, grant proxies or consents for, or
represent all shares of other corporations standing in the name of this
corporation and may exercise all rights incident to such shares on behalf of
this corporation.

            4.2.4 DUTIES OF VICE PRESIDENTS: The Vice Presidents, in the order
of their seniority, may assume and perform the duties of the President in the
absence or disability of the President or whenever the office of the President
is vacant. The Vice President shall perform such other duties and have such
other powers as the Board of Directors or the President shall designate from
time to time.

            4.2.5 DUTIES OF SECRETARY: The Secretary shall attend all meetings
of the stockholders and of the Board of Directors and any committee thereof, and
shall record the proceedings of the meetings in the minute book of the
corporation and shall keep the seal of the corporation in safe custody. The
Secretary shall give notice, in conformity with these Bylaws, of all meetings of
the stockholders, and of all meetings of the Board of Directors and any
committee thereof requiring notice. The Secretary shall perform such other
duties and have such other powers as the Board of Directors shall designate from
time to time. The President may direct any Assistant Secretary to assume and
perform the duties of the Secretary in the absence or disability of the
Secretary, and each Assistant Secretary shall perform such other duties and have
such other powers as the Board of Directors or the President shall designate
from time to time.

            4.2.6 DUTIES OF CHIEF FINANCIAL OFFICER AND TREASURER: Each of the
Chief Financial Officer and the Treasurer shall control, audit and arrange the
financial affairs of the corporation, consistent with the responsibilities
delegated to each of them by the corporation's President. The Chief Financial
Officer or Treasurer, as the case may be, shall receive and deposit all monies
belonging to the corporation and shall pay out the same only in such manner as
the Board of Directors may from time to time determine, and shall perform such
other further duties as the Board of Directors may require. It shall be the duty
of the assistant treasurers to assist the Treasurer in the performance of the
Treasurer's duties and

                                      -17-
<PAGE>

generally  to perform  such other duties as may be delegated to them by the
Board of Directors.

     4.3    RESIGNATION. Any officer may resign at any time, such resignation to
be made in writing and to take effect from the time of its receipt by the
corporation, unless some time be fixed in the resignation, and then from that
time. The acceptance of a resignation shall not be required to make it
effective.

                                   ARTICLE 5

     EXECUTION OF CORPORATE INSTRUMENTS; FORM AND EXECUTION OF
              CERTIFICATES; OTHER SECURITIES OF THE CORPORATION AND
                  VOTING OF SECURITIES OWNED BY THE CORPORATION

     5.1    EXECUTION OF CORPORATE INSTRUMENTS.

            5.1.1 The Board of Directors may, in its discretion, determine the
method and designate the signatory officer or officers, or other person or
persons, to execute any corporate instrument or document, or to sign the
corporate name without limitation, except where otherwise provided by law,
and such execution or signature shall be binding upon the corporation.

            5.1.2 Unless otherwise specifically determined by the Board of
Directors or otherwise required by law, formal contracts of the corporation,
promissory notes, deeds of trust, mortgages and other evidences of indebtedness
of the corporation, and other corporate instruments or documents requiring
the corporate seal, and certificates of shares of stock owned by the
corporation, shall be executed, signed or endorsed by the Chairman of the Board,
the President, any Vice President or the Secretary. All other instruments and
documents requiring the corporate signature, but not requiring the corporate
seal, may be executed as aforesaid or in such other manner as may be directed by
the Board of Directors.

            5.1.3 All checks and drafts drawn on banks or other depositaries on
funds to the credit of the corporation, or in special accounts of the
corporation, or demands for money and notes of the corporation shall be signed
by such person or persons as may be designated from time to time by the Board of
Directors.

     5.2    FORM AND EXECUTION OF CERTIFICATES. Certificates for the shares of
stock of the corporation shall be in such form as is consistent with the
Restated Certificate of Incorporation and applicable law. Every holder of
stock in the corporation shall be entitled to have a certificate signed by, or
in the name of the corporation by, the Chairman of the Board (if there be such
an officer appointed), or by the President or any Vice President and by the
Treasurer or

                                      -18-
<PAGE>

Assistant Treasurer or the Secretary or Assistant Secretary, certifying the
number of shares owned by such stockholder in the corporation. Any or all of the
signatures on the certificate may be a facsimile. In case any officer, transfer
agent, or registrar who has signed or whose facsimile signature has been placed
upon a certificate shall have ceased to be such officer, transfer agent, or
registrar before such certificate is issued, it may be issued with the same
effect as if he or she were such officer, transfer agent, or registrar at the
date of issue. If the corporation shall be authorized to issue more than one
class of stock or more than one series of any class, the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate which the corporation shall
issue to represent such class or series of stock, provided that, except as
otherwise provided in Section 202 of the Delaware General Corporation Law, in
lieu of the foregoing requirements, there may be set forth on the face or back
of the certificate which the corporation shall issue to represent such class or
series of stock, a statement that the corporation will furnish without charge to
each stockholder who so requests the powers, designations, preferences and
relative, participating, optional or other special rights of each class of stock
or series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights.

     5.3    OTHER SECURITIES OF THE CORPORATION. All bonds, debentures and other
corporate securities of the corporation, other than stock certificates, may be
signed by the Chairman of the Board or the President or any Vice President or
such other person as may be authorized by the Board of Directors and the
corporate seal impressed thereon or a facsimile of such seal imprinted thereon
and attested by the signature of the Secretary or an Assistant Secretary, or the
Treasurer or an Assistant Treasurer; provided, however, that where any such
bond, debenture or other corporate security shall be authenticated by the manual
signature of a trustee under an indenture pursuant to which such bond, debenture
or other corporate security shall be issued, the signature of the persons
signing and attesting the corporate seal on such bond, debenture or other
corporate security may be the imprinted facsimile of the signatures of such
persons. Interest coupons appertaining to any such bond, debenture or other
corporate security, authenticated by a trustee as aforesaid, shall be signed by
the Treasurer or Assistant Treasurer of the corporation, or such other person as
may be authorized by the Board of Directors, or bear imprinted thereon the
facsimile signature of such person. In case any officer who shall have signed or
attested any bond, debenture or other corporate security, or whose facsimile
signature shall appear thereon shall have ceased to be such officer of the
corporation before the bond, debenture or other corporate security so signed or
attested shall have been delivered, such bond, debenture or other corporate
security nevertheless may be adopted by the corporation and issued and delivered
as though the person who signed the same or whose facsimile


                                      -19-
<PAGE>

signature shall have been used thereon had not ceased to be such officer of
the corporation.

     5.4    VOTING OF SECURITIES OWNED BY CORPORATION. All stock and other
securities of other corporations owned or held by the corporation for itself, or
for other parties in any capacity, shall be voted, and all proxies with respect
thereto shall be executed, by the person authorized so to do by resolution of
the Board of Directors or, in the absence of such authorization, by the Chairman
of the Board (if there be such an officer appointed), or by the President, or by
any Vice President.

                                   ARTICLE 6

          INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS

     6.1    ACTION, ETC., OTHER THAN BY OR IN THE RIGHT OF THE CORPORATION. The
corporation shall have the power to indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that the person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or proceeding if the
person acted in good faith and in a manner the person reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe the
person's conduct was unlawful. The termination of any action, suit or proceeding
by judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which the person reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, that such person had reasonable cause to
believe that such person's conduct was unlawful.

     6.2    ACTIONS, ETC., BY OR IN THE RIGHT OF THE CORPORATION. The
corporation shall have the power to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that the person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees), actually and reasonably incurred
by the person in connection with the

                                      -20-
<PAGE>

defense or settlement of such action or suit if the person acted in good faith
and in a manner the person reasonably believed to be in or not opposed to
the best interests of the corporation and except that no indemnification shall
be made in respect to any claim, issue or matter as to which such person shall
have been adjudged to be liable to the corporation unless and only to the extent
that the Court of Chancery or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Court of Chancery
or such other court shall deem proper.

     6.3    RIGHT TO INDEMNIFICATION. Notwithstanding the other provisions of
this Article 6, to the extent that a present or former director, officer,
employee or agent of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in Sections
6.1 and 6.2, or in defense of any claim, issue or matter therein, such person
shall be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith.

     6.4    DETERMINATION OF RIGHT TO INDEMNIFICATION. Any indemnification under
Sections 6.1 and 6.2 (unless ordered by a court) shall be made by the
corporation only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances because the person has met the applicable standard of conduct set
forth in Sections 6.1 and 6.2. Such determination shall be made, with respect to
a person who is a director or officer at the time of such determination, (a) by
a majority vote of the Board of Directors who are not parties to such action,
suit or proceeding, even though less than a quorum, or (b) by a committee of
such directors designated by majority vote of such directors, even though less
than a quorum, or (c) if there are no such directors, or if such directors so
direct, by independent legal counsel in a written opinion, or (d) by the
stockholders.

     6.5    PREPAID EXPENSES. Expenses (including attorneys' fees) incurred by
an officer or director in defending any civil, criminal, administrative or
investigative action, suit or proceeding may be paid by the corporation in
advance of the final disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of such director or officer to repay such
amount if it shall ultimately be determined that such person is not entitled to
be indemnified by the corporation as authorized in this Article 6. Such expenses
(including attorneys' fees) incurred by other employees and agents may be so
paid upon terms and conditions, if any, as the Board of Directors deems
appropriate.

     6.6    OTHER RIGHTS AND REMEDIES. The indemnification and advancement of
expenses provided by, or granted pursuant to, the other sections of this
Article 6 shall not be deemed exclusive of any rights to which those seeking

                                      -21-
<PAGE>


indemnification or advancement of expenses may be entitled under any bylaw,
agreement, vote of stockholders or disinterested directors or otherwise, both as
to action in such person's official capacity and as to action in another
capacity while holding such office.

     6.7    INSURANCE. Upon resolution passed by the Board of Directors, the
corporation may purchase and maintain insurance on behalf of any person who
is or was a director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against the person and incurred by the
person in any such capacity, or arising out of the person's status as such,
whether or not the corporation would have the power to indemnify the person
against such liability under the provisions of this Article 6.

     6.8    CONSTITUENT CORPORATIONS. For the purposes of this Article 6,
references to `the corporation' shall include, in addition to the resulting
corporation, any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors, officers and employees or agents, so that any person who is or was a
director, officer, employee or agent of such constituent corporation, or is or
was serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, shall stand in the same position under Article 6 with
respect to the resulting or surviving corporation as such person would have
stood with respect to such constituent corporation if its separate existence had
continued.

     6.9    OTHER ENTERPRISES. For the purpose of this Article 6, references to
"other enterprises" shall include employee benefit plans and employee stock
ownership plans; references to "fines" shall include any excise or other taxes
assessed on a person with respect to any employee benefit plan or employee stock
ownership plan; references to "serving at the request of the corporation" shall
include any service as a director, officer, employee or agent of the corporation
which imposes duties on, or involved services by, such director, officer,
employee or agent with respect to an employee benefit plan or employee stock
ownership plan, its participants or beneficiaries; and a person who acted in
good faith in a manner the person reasonably believed to be in the interest of
the participants and beneficiaries of an employee benefit plan or employee stock
ownership plan shall be deemed to have acted in a manner "not opposed to the
best interests of the corporation" as referred to in this Article 6.

     6.10   SCOPE OF INDEMNIFICATION. The indemnification and advancement of
expenses provided by, or granted pursuant, this Article 6 shall, unless
otherwise provided when authorized or ratified, continue as to a person who has


                                      -22-
<PAGE>

ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person.

     6.11   SUBROGATION. In the event of payment under this Article 6, the
corporation shall be subrogated to the extent of such payment to all of the
rights of recovery of the Agent, who shall execute all papers required and shall
do everything that may be necessary to secure such rights, including the
execution of such documents necessary to enable the corporation effectively to
bring suit to enforce such rights.

     6.12   NO DUPLICATION OF PAYMENTS. The corporation shall not be liable
under this Article 6 to make any payment in connection with any claim made
under this Article 6 to the extent the person has otherwise actually received
payment (under any insurance policy, agreement, vote, or otherwise) of the
amounts otherwise indemnifiable hereunder.

                                   ARTICLE 7

                                   AMENDMENTS

     Unless otherwise provided in the Restated Certificate of Incorporation
or these Bylaws, these Bylaws may be repealed, altered or amended, or new Bylaws
adopted by (a) written consent of the stockholders in the manner authorized by
these Bylaws, or at any meeting of stockholders, either annual or special, by
the affirmative vote of the majority of stock entitled to vote at such meeting;
or (b) by the affirmative vote of a majority of the whole number of directors in
office.

     Section 2.12 of these Bylaws may only be amended or repealed by the
approval of the holders of a majority of votes cast at any duly called meeting
where the matter is considered.

                                   ARTICLE 8

                                     NOTICES

     8.1    Whenever, under any provisions of these Bylaws, notice is required
to be given to any stockholder, the same shall be given in writing, either
(a) timely and duly deposited in the United States Mail, postage prepaid, and
addressed to the stockholder's last known post office address as shown by the
stock record of the corporation or its transfer agent or (b) by a form of
electronic transmission consented to by the stockholder to whom the notice is
given, except to the extent prohibited by Section 232(e) of the Delaware General
Corporation Law. Any consent to receive notice by electronic transmission shall
be revocable by the stockholder by written notice to the corporation. Any such
consent shall be deemed revoked if (i) the corporation is unable to deliver by

                                      -23-
<PAGE>

electronic transmission two consecutive notices given by the corporation in
accordance with such consent and (ii) such inability becomes known to the
Secretary or an Assistant Secretary of the corporation or to the transfer agent,
or other person responsible for the giving of notice; provided, however, the
inadvertent failure to treat such inability as a revocation shall not invalidate
any meeting or other action.

     8.2    Any notice required to be given to any director may be given by the
method stated above. Any such notice, other than one which is delivered
personally, shall be sent to such post office address, facsimile number or
electronic mail address as such director shall have filed in writing with the
Secretary of the corporation, or, in the absence of such filing, to the last
known post office address of such director. It shall not be necessary that the
same method of giving notice be employed in respect of all directors, but one
permissible method may be employed in respect of any one or more, and any other
permissible method or methods may be employed in respect of any other or others.

     8.3    If no post office address of a stockholder or director be known,
such notice may be sent to the office of the corporation required to be
maintained pursuant to Section 1.2. An affidavit executed by a duly authorized
and competent employee of the corporation or the transfer agent or other agent
of the corporation appointed with respect to the class of stock affected,
specifying the name and post office address or the names and post office
addresses of the stockholder or stockholders, director or directors, to whom any
such notice or notices was or were given, and the time and method of giving the
same (or, for any stockholder or director to whom notice has been directed by
electronic transmission, the form of electronic transmission and the facsimile
number, electronic mail address or other location to which such notice was
directed and the time at which such notice was directed to each such director or
stockholder), shall be prima facie evidence of the statements therein contained.

     8.4    All notices given by mail, as above provided, shall be deemed to
have been given as at the time of mailing. All notices given to
stockholders by a form of electronic transmission, as above provided, shall be
deemed to have been given: (a) if by facsimile, when directed to a number at
which the stockholder has consented to receive notice; (b) if by electronic
mail, when directed to an electronic mail address at which the stockholder has
consented to receive notice; (c) if by a posting on an electronic network
together with separate notice to the stockholder of such specific posting, upon
the later of (i) such posting and (ii) the giving of such separate notice; and
(d) if by any other form of electronic transmission, when directed to the
stockholder. All notices given to directors by a form of electronic
transmission, as above provided, shall be deemed to have been given when
directed to the electronic mail address, facsimile number, or other location
filed in writing by the director with the Secretary of the corporation.

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     8.5    The period or limitation of time within which any stockholder may
exercise any option or right, or enjoy any privilege or benefit, or be
required to act, or within which any director may exercise any power or right,
or enjoy any privilege, pursuant to any notice sent the stockholder in the
manner above provided, shall not be affected or extended in any manner by the
failure of such a stockholder or such director to receive such notice.

     8.6    Whenever any notice is required to be given under the provisions of
the Delaware General Corporation Law, the Restated Certificate of Incorporation,
or these Bylaws, a written waiver, signed by the person entitled to notice,
or a waiver by electronic transmission by the person entitled to notice, whether
before or after the time stated therein, shall be deemed equivalent thereto.
Neither the business to be transacted at, nor the purpose of, any regular or
special meeting of the stockholders, directors or members of a committee of
directors need be specified in any written waiver of notice of such meeting.
Attendance of a person at a meeting shall 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. Any stockholder so
waiving notice of such meeting shall be bound by the proceedings of any such
meeting in all respects as if due notice thereof had been given.

     8.7    Whenever notice is required to be given, under any provision of law
or of the Restated Certificate of Incorporation or Bylaws of the corporation, to
any person with whom communication is unlawful, the giving of such notice
to such person shall not be required and there shall be no duty to apply to any
governmental authority or agency for a license or permit to give such notice to
such person. Any action or meeting which shall be taken or held without notice
to any such person with whom communication is unlawful shall have the same force
and effect as if such notice had been duly given. In the event that the action
taken by the corporation is such as to require the filing of a certificate under
any provision of the Delaware General Corporation Law, the certificate shall
state, if such is the fact and if notice is required, that notice was given to
all persons entitled to receive notice except such persons with whom
communication is unlawful.

     8.8    Whenever notice is to be given to the corporation by a stockholder
under any provision of law or of the Restated Certificate of Incorporation
or Bylaws of the corporation, such notice shall be delivered to the Secretary at
the principal executive offices of the corporation. If delivered by electronic
mail or facsimile, the stockholder's notice shall be directed to the Secretary
at the electronic mail address or facsimile number, as the case may be,
specified in the corporation's most recent proxy statement.

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                                   ARTICLE 9

                                  MISCELLANEOUS

     9.1    FACSIMILE SIGNATURE. In addition to the provisions for the use of
facsimile signatures elsewhere specifically authorized in these Bylaws,
facsimile signatures of any officer or officers of the corporation may be used
whenever and as authorized by the Board of Directors or a committee thereof.

     9.2    CORPORATE SEAL. The Board of Directors may provide a suitable seal,
containing the name of the corporation, which seal shall be under the charge of
the Secretary. If and when so directed by the Board of Directors or a committee
thereof, duplicates of the seal may be kept and used by the Treasurer or by the
Assistant Secretary or Assistant Treasurer.

     9.3    FISCAL YEAR.  The fiscal year of the corporation shall be fixed by
the Board of Directors.

     9.4    TIME PERIODS. In applying any provision of these Bylaws which
requires that an act be done or not done within 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 shall be used, the day of the doing of
the act shall be excluded, and the day of the event shall be included.

     9.5    LOST, STOLEN OR DESTROYED CERTIFICATES. The corporation may direct a
new certificate or uncertificated shares to be issued in place of any
certificate theretofore issued by the corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate for shares to be lost, stolen or destroyed. When
authorizing such issuance, the corporation may, in its discretion and as a
condition precedent to the issuance thereof, require the owner of such lost,
stolen or destroyed certificate, or the owner's legal representative, to give
the corporation a bond sufficient to indemnify it against any claim that may be
made against the corporation on account of the alleged loss, theft or
destruction of any such certificate or the issuance of such new certificate or
uncertificated shares.

     9.6    ELECTRONIC TRANSMISSION. When used in these Bylaws, the terms
"written" and "in writing" shall include any "electronic transmission," as
defined in Section 232(c) of the Delaware General Corporation Law, including
without limitation any telegram, cablegram, facsimile transmission and
communication by electronic mail.


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