Exhibit 3.1

                            OREGON STEEL MILLS, INC.
                                     BYLAWS
                   (as amended and restated on April 28, 2005)

                                    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     Secretary, which notice is not withdrawn by such stockholder at or prior to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.

     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.

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     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
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

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     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.

     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

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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, 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

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     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.

     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.

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     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 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.

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     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 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 tabulations
that 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

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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 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 which such telegram,
     cablegram or electronic transmission is transmitted shall be deemed to

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     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 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.

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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 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

                                                                   Page 10 of 23
<PAGE>

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.

     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

                                                                   Page 11 of 23
<PAGE>

     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.

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

                                                                   Page 12 of 23
<PAGE>

     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 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.

                                                                   Page 13 of 23
<PAGE>

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.

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 Chief Financial Officer, a Secretary,
and a Treasurer. 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 officer to serve in such capacity. The President shall preside at all
     meetings of the stockholders

                                                                   Page 14 of 23
<PAGE>

     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.

     4.2.3.1 In the event the President is absent or disabled, the Board of
     Directors shall promptly meet to confer the title, powers and duties of the
     President on another officer or officers. Until the Board of Directors
     takes such action, the Chief Financial Officer shall exercise all power and
     perform all the duties of the President.

     4.2.4  Duties of Vice Presidents: The Vice Presidents 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
     generally to perform such other duties as may be delegated to them by the
     Board of Directors.

                                                                   Page 15 of 23
<PAGE>

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
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

                                                                   Page 16 of 23
<PAGE>

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 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

                                                                   Page 17 of 23
<PAGE>

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 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.

                                                                   Page 18 of 23
<PAGE>

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 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

                                                                   Page 19 of 23
<PAGE>

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 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 electronic
transmission two consecutive notices given by the corporation in

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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.

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.

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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.

                                    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.

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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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