Bylaws - Southern Energy Inc.


                                     BYLAWS

                                       OF

                             Southern Energy, Inc.

                                   ARTICLE I

                                  Stockholders

         Section 1.1. Annual Meetings. An annual meeting of stockholders shall
be held for the election of directors at such date, time and place either within
or without the State of Delaware as may be designated by the Board of Directors
from time to time. Any other proper business may be transacted at the annual
meeting.

         Section 1.2. Special Meetings. Special meetings of stockholders may be
called at any time by the Chairman of the Board, if any, the President or a
majority of the Board of Directors, to be held at such date, time and place
either within or without the State of Delaware as may be stated in the notice of
the meeting.

         Section 1.3. Notice of Meetings. Whenever stockholders are required or
permitted to take any action at a meeting, a written notice of the meeting 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 proxy holders
may be deemed to be present in person and vote at such meeting, and, in the case
of a special meeting, the purpose or purposes for which the meeting is called.
Unless otherwise provided by law, the written notice of any meeting shall be
given not less than ten nor more than sixty days before the date of the meeting
to each stockholder entitled to vote at such meeting. If mailed, such notice
shall be deemed to be given when deposited in the United States mail, postage
prepaid, directed to the stockholder at such stockholder's address as it appears
on the records of the Corporation.

         Section 1.4. Adjournments. Any meeting of stockholders, annual or
special, may be adjourned by the chairman of the meeting from time to time, to
reconvene at the same or some other place, and notice need not be given of any
such adjourned meeting if the time, place, if any, thereof, and the means of
remote communication, if any, by which stockholders and proxy holders may be
deemed to be present in person and vote at such adjourned meeting are announced
at the meeting at which the adjournment is taken. At the adjourned meeting the
Corporation may transact any business which might have been transacted at the
original meeting. If the adjournment is for more than thirty days, or if after
the adjournment a new record date is fixed for the adjourned meeting, a notice
of the adjourned meeting shall be given to each stockholder of record entitled
to vote at the meeting.


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         Section 1.5. Quorum. At each meeting of stockholders, except where
otherwise provided by law or the certificate of incorporation or these bylaws,
the holders of a majority of the outstanding shares of stock entitled to vote on
a matter at the meeting, present in person or represented by proxy, shall
constitute a quorum. For purposes of the foregoing, where a separate vote by
class or classes is required for any matter, the holders of a majority of the
outstanding shares of such class or classes, present in person or represented by
proxy, shall constitute a quorum to take action with respect to that vote on
that matter. Two or more classes or series of stock shall be considered a single
class if the holders thereof are entitled to vote together as a single class at
the meeting. In the absence of a quorum of the holders of any class of stock
entitled to vote on a matter, the chairman of the meeting or the holders of such
class so present or represented may, by majority vote, adjourn the meeting of
such class from time to time in the manner provided by Section 1.4 of these
bylaws until a quorum of such class shall be so present or represented.

         Section 1.6. Organization. Meetings of stockholders shall be presided
over by the Chairman of the Board, if any, or in the absence of the Chairman of
the Board by the Vice Chairman of the Board, if any, or in the absence of the
Vice Chairman of the Board by the President, or in the absence of the President
by a Vice President, or in the absence of the foregoing persons by a chairman
designated by the Board of Directors, or in the absence of such designation by a
chairman chosen at the meeting. The Secretary, or in the absence of the
Secretary an Assistant Secretary, shall act as secretary of the meeting, but in
the absence of the Secretary and any Assistant Secretary the chairman of the
meeting may appoint any person to act as secretary of the meeting.

         The order of business at each such meeting shall be as determined by
the chairman of the meeting. The chairman of the meeting shall have the right
and authority to prescribe such rules, regulations and procedures and to do all
such acts and things as are necessary or desirable for the proper conduct of the
meeting, including, without limitation, the establishment of procedures for the
maintenance of order and safety, limitations on the time allotted to questions
or comments on the affairs of the Corporation, restrictions on entry to such
meeting after the time prescribed for the commencement thereof and the opening
and closing of the voting polls.

         Section 1.7. Inspectors. Prior to any meeting of stockholders, the
Board of Directors or the President shall appoint one or more inspectors to act
at such meeting and make a written report thereof and 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 the 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 his or her
duties, shall take and sign an oath to faithfully execute the duties of
inspector with strict impartiality and according to the best of his or her
ability. The inspectors shall ascertain the number of shares outstanding and the
voting power of each, determine the shares represented at the meeting and the
validity of proxies and ballots, count all votes and ballots, determine and
retain for a reasonable period a record of the disposition of any challenges
made to any determination by the inspectors and 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 them


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in the performance of their duties. The date and time of the opening and closing
of the polls for each matter upon which the stockholders will vote at a meeting
shall be announced at the meeting. No ballot, proxy or vote, nor any revocation
thereof or change thereto, shall be accepted by the inspectors after the closing
of the polls unless the Delaware Court of Chancery, upon application by a
stockholder, shall determine otherwise. In determining the validity and counting
of proxies and ballots, the inspectors shall be limited to an examination of the
proxies, any envelopes submitted therewith, any information provided in
accordance with Section 211(e) or Section 212(c)(2), or any information
provided pursuant to Section 211(a)(2)(B)(i) or (iii), of the Delaware General
Corporation Law, ballots and the regular books and records of the corporation,
and they may also 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 such purpose, they shall, at the time they make their
certification, 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 inspector's, belief that such information is accurate and reliable.

         Section 1.8. Voting; Proxies. Unless otherwise provided in the
certificate of incorporation, each stockholder entitled to vote at any meeting
of stockholders shall be entitled to one vote for each share of stock held by
such stockholder which has voting power upon the matter in question. 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. A duly executed proxy shall be irrevocable
if it states that it is irrevocable and if, and only as long as, it is coupled
with an interest sufficient in law to support an irrevocable power, regardless
of whether the interest with which it is coupled is an interest in the stock
itself or an interest in the Corporation generally. A stockholder may revoke any
proxy which is not irrevocable by attending the meeting and voting in person or
by filing an instrument in writing revoking the proxy or another duly executed
proxy bearing a later date with the Secretary of the Corporation. Voting at
meetings of stockholders need not be by written ballot unless the holders of a
majority of the outstanding shares of all classes of stock entitled to vote
thereon present in person or represented by proxy at such meeting shall so
determine. Directors shall be elected by a plurality of the votes of the shares
present in person or represented by proxy at the meeting and entitled to vote on
the election of directors. In all other matters, unless otherwise provided by
law or by the certificate of incorporation or these bylaws, the affirmative vote
of the holders of a majority of the 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. Where a separate vote by class or classes is required, the
affirmative vote of the holders of a majority of the shares of such class or
classes present in person or represented by proxy at the meeting shall be the
act of such class or classes, except as otherwise provided by law or by the
certificate of incorporation or these bylaws.


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         Section 1.9. Fixing Date for Determination of Stockholders of Record.
In order that the Corporation may determine the stockholders entitled to notice
of or to vote at any meeting of stockholders or any adjournment thereof, the
Board of Directors may fix a record date, which record date shall not precede
the date upon which the resolution fixing the record date is adopted by the
Board of Directors, and which record date shall not be more than sixty nor less
than ten days before the date of such meeting. If no record date is fixed by the
Board of Directors, the record date for determining stockholders entitled to
notice of or to vote at a meeting of stockholders shall be at the close of
business on the day next preceding the day on which notice is given, or, if
notice is waived, at the close of business on the day next preceding the day on
which the meeting is held. A determination of stockholders of record entitled to
notice of or to vote at a meeting of stockholders shall apply to any adjournment
of the meeting; provided, however, that the Board of Directors may fix a new
record date for the adjourned meeting.

         In order that the Corporation may determine the stockholders entitled
to receive payment of any dividend or other distribution or allotment of any
rights or the stockholders entitled to exercise any rights in respect of any
change, conversion or exchange of stock, or for the purpose of any other lawful
action, the Board of Directors may fix a record date, which record date shall
not precede the date upon which the resolution fixing the record date is
adopted, and which record date shall be not more than sixty days prior to such
action. If no record date is fixed, the record date for determining stockholders
for any such purpose shall be at the close of business on the day on which the
Board of Directors adopts the resolution relating thereto.

         Section 1.10. Advance Notice of Stockholder Proposals.

                  (a)      Annual Meetings of Stockholders.

                           (1) Nominations of persons for election as directors
         and the proposal of matters to be considered and voted on by the
         stockholders at an Annual Meeting of Stockholders made be made only (i)
         by or at the direction of the Board of Directors, or (ii) by any
         stockholder of the Corporation who was a stockholder of record at the
         time of giving the notice required by this Section and who shall be
         entitled to vote at the meeting (or a duly authorized proxy therefor)
         and who complies with the notice procedures set forth in this Section.

                           (2) For nominations or other proposals to be properly
         brought before an Annual Meeting of Stockholders by a stockholder
         pursuant to paragraph (a)(1) of this Section, the stockholder must have
         given timely notice thereof (including the information required hereby)
         in writing to the Secretary of the Corporation and any such proposal
         must otherwise be a proper matter for stockholder action. To be timely,
         a stockholder's notice shall be delivered to the Secretary at the
         principal executive offices of the Corporation not later than the close
         of business on the 90th calendar day nor earlier than the close of
         business on the 120th calendar day prior to the first anniversary of
         the preceding year's annual meeting; provided, however, that in the
         event that the date of the annual meeting is more than 30 calendar days
         before or more than 60 calendar days after such anniversary date,
         notice by the stockholder to be timely must be so delivered not


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         earlier than the close of business on the 120th calendar day prior to
         such annual meeting and not later than the close of business on the
         later of the 90th calendar day prior to such annual meeting or the 10th
         calendar day following the calendar day on which public announcement of
         the date of such meeting is first made by the Corporation. In no event
         shall the public announcement of an adjournment of an annual meeting
         commence a new time period for the giving of a stockholder's notice of
         a nomination or proposed action as described above. Such stockholder's
         notice shall set forth: (a) as to each person whom the stockholder
         proposes to nominate for election or reelection as a director, all
         information relating to such person that is required to be disclosed in
         solicitations of proxies for election of directors in an election
         contest, or is otherwise required, in each case pursuant to Regulation
         14A under the Securities Exchange Act of 1934, as amended (the
         "Exchange Act"), and Rule 14a-11 thereunder (or any successor
         provision of law), including such person's written consent to being
         named as a nominee and to serving as a director if elected; (b) as to
         any other business that the stockholder proposes to bring before the
         meeting, a brief description of the business desired to be brought
         before the meeting, the reasons for conducting such business at the
         meeting and any material interest in such business of such stockholder
         and of any of such stockholder's affiliates (as defined below) and of
         any person who is the beneficial owner (as defined below), if any, of
         such stock; and (c) as to the stockholder giving the notice and each
         beneficial owner, if any, of such stock, the name and address of such
         stockholder, as they appear on the Corporation's stock ownership
         records, and the name and address of each beneficial owner of such
         stock and the class and number of shares of capital stock the
         Corporation which are owned of record or beneficially by each such
         person.

                  (b) Special Meetings of Stockholders. Only such business shall
be conducted at a special meeting of stockholders as shall have been brought
before the meeting pursuant to the Corporation's notice of meeting under Section
1.3 of these bylaws. Nominations of persons for election to the Board of
Directors at a special meeting of stockholders at which directors are to be
elected pursuant to the Corporation's notice of meeting may be made only (i) by
or at the direction of the Board of Directors or (ii) provided that the Board of
Directors has determined that directors shall be elected at such meeting, by any
stockholder of the Corporation who is a stockholder of record at the time of
giving the notice required by this Section and who shall be entitled to vote at
the meeting (or a duly authorized proxy therefor) and who complies with the
notice procedures set forth in this Section. In the event the Corporation calls
a special meeting of stockholders for the purpose of electing one or more
directors to the Board of Directors, for nominations to be properly brought
before the special meeting by a stockholder pursuant to this paragraph, the
stockholder must give notice thereof containing the information required in the
case of a nomination to be made by a stockholder at an annual meeting of
stockholders by paragraph (a)(2) of this Section to the Secretary of the
Corporation at the principal executive offices of the Corporation not earlier
than the close of business on the 120th calendar day prior to such special
meeting and not later than the close of business on the later of the 90th
calendar day prior to such special meeting or the 10th calendar day following
the day on which public announcement is first made of the date of the special
meeting and of the nominees proposed by the Board of Directors to be elected at
such meeting. In no event shall the public announcement


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of an adjournment of a special meeting commence a new time period for the giving
of a stockholder's notice of a nomination as described above.

                  (c)      General.

                           (1)      Only such persons who are nominated in
         accordance with the procedures set forth in this Section shall be
         eligible to serve as directors and only such business shall be
         conducted at a meeting of stockholders as shall have been brought
         before the meeting in accordance with the procedures set forth in this
         Section. Except as otherwise provided by law, the Certificate of
         Incorporation or these bylaws, the Chairman of the meeting shall have
         the power and duty to determine whether a nomination or any business
         proposed to be brought before the meeting was made or proposed, as the
         case may be, in accordance with the procedures set forth in this
         Section and, if any proposed nomination or business is not in
         compliance with this Section, to declare that such defective proposal
         or nomination shall be disregarded.

                           (2)      For purposes of this Section, "Affiliate" in
         respect of a person shall mean another person who controls, is
         controlled by or is under common control with such person and the term
         "Beneficially owns" (and variations thereof) shall have the same
         meaning as when used in Section 13(d) of the Exchange Act and
         Regulation 13D-G thereunder (or any successor provision of law). For
         purposes of this Section, "Public Announcement" shall mean disclosure
         in a press release reported by the Dow Jones News Service, Associated
         Press or comparable national news service or in a document publicly
         filed by the Corporation with the Securities and Exchange Commission
         pursuant to Section 13, 14 or 15(d) of the Exchange Act.

                           (3)      Notwithstanding the foregoing provisions of
         this Section, (i) a stockholder shall also be required to comply with
         all applicable requirements of the Exchange Act and the rules and
         regulations thereunder with respect to the matters set forth in this
         Section and nothing contained herein shall constitute a waiver by the
         Corporation or any stockholder of compliance therewith and (ii) nothing
         in this Section shall be deemed to affect any rights (A) of
         stockholders to request inclusion of proposals in the Corporation's
         proxy statement pursuant to Rule 14a-8 under the Exchange Act (or any
         successor provision of law) or (B) of the holders of any series of
         preferred stock to elect directors in accordance with the provision of
         an applicable preferred stock designation.

                           (d)      This Section 1.10 may not be amended,
         modified or repealed except by the affirmative vote of the holders of
         not less than sixty six and two-thirds percent (66 2/3%) of the voting
         power of all outstanding shares of capital stock of the corporation
         entitled to vote generally in the election of directors, considered for
         purposes hereof as a single class.


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                                   ARTICLE II

                               Board of Directors

         Section 2.1. Powers; Number; Qualifications. The business and affairs
of the Corporation shall be managed by or under the direction of the Board of
Directors, except as may be otherwise provided in the certificate of
incorporation. Pursuant to, and as more specifically provided in, the
certificate of incorporation, the Board of Directors shall be divided into three
classes. Except as may be otherwise provided in the certificate of
incorporation, the Board of Directors shall consist of not less than two nor
more than twenty-one members, the number thereof to be determined from time to
time by the Board. Directors need not be stockholders. No person shall be
eligible for election or re-election as a director of the Corporation after his
or her 70th birthday. In addition, each director shall be obligated to deliver
to the Board of Directors, or a committee thereof if so designated by the Board,
a letter of resignation from the Board of Directors (such resignation to be
subject to acceptance by the Board or such committee) upon any change occurring
in such director's principal business association prior to normal retirement.
Upon receipt of a tender of resignation in accordance with the foregoing
sentence, the Board of Directors or such committee shall determine whether such
resignation shall be accepted.

         Section 2.2. Election; Term of Office; Resignation; Removal; Vacancies.
Each director shall hold office until the next election of the class for which
such director shall have been chosen, and until his or her successor is elected
and qualified or until his or her earlier death, resignation or removal. Any
director may resign at any time upon written notice to the Board of Directors or
to the President or the Secretary of the Corporation. Such resignation shall
take effect at the time specified therein, and unless otherwise specified
therein no acceptance of such resignation shall be necessary to make it
effective. Effective upon and commencing as of the day following the day on
which The Southern Company, a Delaware Corporation ("Southern"), and any company
that is directly or indirectly controlled by Southern and of which at least a
majority of the equity interests therein are directly or indirectly beneficially
owned by Southern, shall first cease to be the holder, in the aggregate, of at
least 33 1/3% of the then outstanding common stock of the Corporation, no
director may be removed except for cause. A vacancy occurring on the Board of
Directors, including, without limitation, a vacancy resulting from an increase
in the number of directors, may only be filled by a majority of the remaining
directors or by the sole remaining director in office. Any director elected or
appointed to fill a vacancy shall hold office until the next election of the
class of directors of the director which such director replaced, and until and
his or her successor is elected and qualified or until his or her earlier death,
resignation or removal.


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         Section 2.3. Regular Meetings. Regular meetings of the Board of
Directors may be held at such places within or without the State of Delaware and
at such times as the Board may from time to time determine, and if so determined
notice thereof need not be given.

         Section 2.4. Special Meetings. Special meetings of the Board of
Directors may be held at any time or place within or without the State of
Delaware whenever called by the Chairman of the Board, if any, by the Vice
Chairman of the Board, if any, by the President or by a majority of the
directors. Reasonable notice thereof shall be given by the person or persons
calling the meeting.

         Section 2.5. Participation in Meetings by Conference Telephone
Permitted. Unless otherwise restricted by the certificate of incorporation or
these bylaws, members of the Board of Directors, or any committee designated by
the Board, may participate in a meeting of the Board or of such committee, as
the case may be, by means of conference telephone or other communications
equipment by means of which all persons participating in the meeting can hear
each other, and participation in a meeting pursuant to this by-law shall
constitute presence in person at such meeting.

         Section 2.6. Quorum; Vote Required for Action. At all meetings of the
Board of Directors a majority of the entire Board shall constitute a quorum for
the transaction of business. The vote of a majority of the directors present at
a meeting at which a quorum is present shall be the act of the Board unless the
certificate of incorporation or these bylaws shall require a vote of a greater
number. If at any meeting of the Board a quorum shall not be present, the
members of the Board present may adjourn the meeting from time to time until a
quorum shall be present.

         Section 2.7. Organization. Meetings of the Board of Directors shall be
presided over by the Chairman of the Board, if any, or in the absence of the
Chairman of the Board by the Vice Chairman of the Board, if any, or in the
absence of the Vice Chairman of the Board by the President, or in their absence
by a chairman chosen at the meeting. The Secretary, or in the absence of the
Secretary an Assistant Secretary, shall act as secretary of the meeting, but in
the absence of the Secretary and any Assistant Secretary the chairman of the
meeting may appoint any person to act as secretary of the meeting.

         Section 2.8. Action by Directors Without a Meeting. Any action required
or permitted to be taken at any meeting of the Board of Directors, or of any
committee thereof, may be taken without a meeting if all members of the Board or
of such committee, as the case may be, consent thereto in writing or by
electronic transmission or transmissions, and the writing or writings or
electronic transmission or transmissions are filed with the minutes of
proceedings of the Board or committee.

         Section 2.9. Compensation of Directors. Unless otherwise restricted by
the certificate of incorporation, the Board of Directors shall have the
authority to fix the compensation of directors.


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                                  ARTICLE III

                                   Committees

         Section 3.1. Committees. A majority of the Board of Directors may
designate one or more committees, each committee to consist of one or more of
the directors of the Corporation. The Board 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. In the absence or
disqualification of a member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not such
member or members constitute a quorum, may unanimously appoint another member of
the Board to act at the meeting in the place of any such absent or disqualified
member. Any such committee, to the extent provided in the resolution of the
Board of Directors or in these bylaws, shall have and may exercise all the
powers and authority of the Board of Directors in the management of the business
and affairs of the Corporation, and may authorize the seal of the Corporation to
be affixed to all papers which may require it; but no such committee shall have
the power or authority in reference to the following matters: (i) approving or
adopting, or recommending to the stockholders, any action or matter expressly
required by law to be submitted to stockholders for approval, (ii) adopting,
amending or repealing these bylaws or (iii) removing or indemnifying or
advancing expenses to directors.

         Section 3.2. Committee Rules. Unless the Board of Directors otherwise
provides, each committee designated by the Board may adopt, amend and repeal
rules for the conduct of its business. In the absence of a provision by the
Board or a provision in the rules of such committee to the contrary, a majority
of the entire authorized number of members of such committee shall constitute a
quorum for the transaction of business, the vote of a majority of the members
present at a meeting at the time of such vote if a quorum is then present shall
be the act of such committee, and in other respects each committee shall conduct
its business in the same manner as the Board conducts its business pursuant to
Article II of these bylaws.

                                   ARTICLE IV

                                    Officers

         Section 4.1. Officers; Election. As soon as practicable after the
annual meeting of stockholders in each year, the Board of Directors shall elect
a President and Chief Executive Officer and a Secretary, and it may, if it so
determines, elect from among its members a Chairman of the Board and a Vice
Chairman of the Board. The Board may also elect one or more Vice Presidents, one
or more Assistant Vice Presidents, one or more Assistant Secretaries, a
Treasurer and one or more Assistant Treasurers and such other officers as the
Board may deem desirable or appropriate and may give any of them such further
designations or alternate titles as it considers desirable. Any number of
offices may be held by the same person unless the certificate of incorporation
or these bylaws otherwise provide.


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         Section 4.2. Term of Office; Resignation; Removal; Vacancies. Unless
otherwise provided in the resolution of the Board of Directors electing any
officer, each officer shall hold office until his or her successor is elected
and qualified or until his or her earlier death, resignation or removal. Any
officer may resign at any time upon written notice to the Board or to the
President or the Secretary of the Corporation. Such resignation shall take
effect at the time specified therein, and unless otherwise specified therein no
acceptance of such resignation shall be necessary to make it effective. The
Board may remove any officer with or without cause at any time. Any such removal
shall be without prejudice to the contractual rights of such officer, if any,
with the Corporation, but the election of an officer shall not of itself create
contractual rights. Any vacancy occurring in any office of the Corporation by
death, resignation, removal or otherwise may be filled by the Board at any
regular or special meeting.

         Section 4.3. Powers and Duties. The officers of the Corporation shall
have such powers, authority and duties in the management of the Corporation as
shall be stated in these bylaws or in a resolution of the Board of Directors
which is not inconsistent with these bylaws and, to the extent not so stated, as
generally pertain to their respective offices, subject to the control of the
Board. The Secretary shall have the duty to record the proceedings of the
meetings of the stockholders, the Board of Directors and any committees in a
book to be kept for that purpose. The Board may require any officer, agent or
employee to give security for the faithful performance of his or her duties.

                                   ARTICLE V

                                     Stock

         Section 5.1. Certificates. 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 or Vice Chairman of the Board of Directors, if any,
or the President or a Vice President, and by the Treasurer or an Assistant
Treasurer, or the Secretary or an Assistant Secretary, of the Corporation,
representing the number of shares of stock in the Corporation owned by such
holder. If such certificate is manually signed by one officer or manually
countersigned by a transfer agent or by a registrar, any other signature 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 by the Corporation with the same effect
as if such person were such officer, transfer agent or registrar at the date of
issue.

         If the Corporation is 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 by 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


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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.

         Section 5.2. Lost, Stolen or Destroyed Stock Certificates; Issuance of
New Certificates. The Corporation may issue a new certificate of stock in the
place of any certificate theretofore issued by it, alleged to have been lost,
stolen or destroyed, and the Corporation may require the owner of the lost,
stolen or destroyed certificate, or such owner's legal representative, to give
the Corporation a bond sufficient to indemnify it against any claim that may be
made against it on account of the alleged loss, theft or destruction of any such
certificate or the issuance of such new certificate.

                                   ARTICLE VI

                                 Miscellaneous

         Section 6.1. Fiscal Year. The fiscal year of the Corporation shall be
determined by the Board of Directors.

         Section 6.2. Seal. The Corporation may have a corporate seal which
shall have the name of the Corporation inscribed thereon and shall be in such
form as may be approved from time to time by the Board of Directors. The
corporate seal may be used by causing it or a facsimile thereof to be impressed
or affixed or in any other manner reproduced.

         Section 6.3. Waiver of Notice of Meetings of Stockholders, Directors
and Committees. Whenever notice is required to be given by law or under any
provision of the certificate of incorporation or these bylaws, a written waiver
thereof, 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 to notice. 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. 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 or any waiver by electronic transmission unless so required by the
certificate of incorporation or these bylaws.

         Section 6.4. Indemnification of-Directors, Officers and Employees. The
Corporation shall indemnify to the full extent permitted by law any person made
or threatened to be made a party to any action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact that
such person or such person's testator or intestate is or was a director or
officer of the Corporation or serves or served at the request of the Corporation
any other


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enterprise as a director or officer. Expenses, including attorneys' fees,
incurred by any such person in defending any such action, suit or proceeding
shall be paid or reimbursed by the Corporation promptly upon receipt by it of an
undertaking of or on behalf of such person to repay such amounts if it shall
ultimately be determined that such person is not entitled to be indemnified by
the Corporation. The rights provided to any person by this by-law shall be
enforceable against the Corporation by such person who shall be presumed to have
relied upon it in serving or continuing to serve as a director or officer as
provided above. No amendment of this by-law shall impair the rights of any
person arising at any time with respect to events occurring prior to such
amendment. For purposes of this by-law, the term "Corporation" shall include any
predecessor of the Corporation and any constituent corporation (including any
constituent of a constituent) absorbed by the Corporation in a consolidation or
merger; the term "other enterprise," shall include any corporation, partnership,
joint venture, trust or employee benefit plan; service "at the request of the
Corporation" shall include service as a director, officer or employee of the
Corporation which imposes duties on, or involves services by, such director,
officer or employee with respect to an employee benefit plan, its participants
or beneficiaries; any excise taxes assessed on a person with respect to an
employee benefit plan shall be deemed to be indemnifiable expenses; and action
by a person with respect to an employee benefit plan which such person
reasonably believes to be in the interest of the participants and beneficiaries
of such plan shall be deemed to be action not opposed to the best interests of
the Corporation.

         Section 6.5. Interested Directors; Quorum. No contract or transaction
between the Corporation and one or more of its directors or officers, or between
the Corporation and any other corporation, partnership, association or other
organization in which one or more of its directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the Board of Directors or committee thereof which
authorizes the contract or transaction, or solely because his or her or their
votes are counted for such purpose, if: (1) the material facts as to his or her
relationship or interest and as to the contract or transaction are disclosed or
are known to the Board or the committee, and the Board or committee in good
faith authorizes the contract or transaction by the affirmative votes of a
majority of the disinterested directors, even though the disinterested directors
be less than a quorum; or (2) the material facts as to his or her relationship
or interest and as to the contract or transaction are disclosed or are known to
the stockholders entitled to vote thereon, and the contract or transaction is
specifically approved in good faith by vote of the stockholders; or (3) the
contract or transaction is fair as to the Corporation as of the time it is
authorized, approved or ratified, by the Board, a committee thereof or the
stockholders. Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or of a committee
which authorizes the contract or transaction.

         Section 6.6. Form of Records. Any records maintained by the Corporation
in the regular course of its business, including its stock ledger, books of
account and minute books, may be kept on, or be in the form of, punch cards,
magnetic tape, photographs, microphotographs or any other information storage
device, provided that the records so kept can be converted into clearly legible
form within a reasonable time.


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         Section 6.7. Amendment of Bylaws. Except to the extent provided in the
Certificate of Incorporation, these bylaws may be amended or repealed, and new
bylaws adopted, by the Board of Directors, but the stockholders entitled to vote
may adopt additional bylaws and may amend or repeal any bylaw whether or not
adopted by them at a meeting duly called for that purpose. This by-law may not
be amended, modified or repealed except by the affirmative vote of the holders
of not less than sixty six and two-thirds percent (66 2/3%) of the voting power
of all outstanding shares of capital stock of the corporation entitled to vote
generally in the election of directors, considered for purposes hereof as a
single class.


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