Bylaws



                                     BYLAWS

                                       OF

                             HEWLETT-PACKARD COMPANY
                            (A DELAWARE CORPORATION)

                                    ARTICLE I

                                CORPORATE OFFICES

     1.1 REGISTERED OFFICE.  The registered  office of the corporation shall be
fixed in the Certificate of Incorporation of the corporation.

     1.2 OTHER OFFICES.  The board of directors may at any time establish branch
or subordinate offices at any place or places where the corporation is qualified
to do business.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     2.1 PLACE OF MEETINGS. Meetings of stockholders shall be held at any place
within or outside the State of Delaware designated by the board of directors. In
the absence of any such designation, stockholders' meetings shall be held at the
registered office of the corporation.

     2.2 ANNUAL MEETING.

     (a) The annual meeting of stockholders shall be held each year on a date
and at a time designated by the board of directors. At the meeting, directors
shall be elected, and any other proper business may be transacted.

     (b) At an annual meeting of the stockholders, only such business shall be
conducted as shall have been properly brought before the meeting. To be properly
brought before an annual meeting, business must be: (i) specified in the notice
of meeting (or any supplement thereto) given by or at the direction of the board
of directors, (ii) otherwise properly brought before the meeting by or at the
direction of the board of directors, or (iii) otherwise properly brought before
the meeting by a stockholder of record at the time of giving notice provided for
in these Bylaws, who is entitled to vote at the meeting and who complies with
the notice procedures set forth in this Section 2.2. For business to be properly
brought before an annual meeting by a stockholder, the stockholder must have
given timely notice thereof in writing to the secretary of the corporation. To
be timely, a stockholder's notice must be delivered to or mailed and received at
the principal executive offices of the corporation (A) not later than the close
of business on the ninetieth (90th) day nor earlier than the close of business
on the one hundred twentieth (120th) day prior to the first anniversary of the
preceding year's





meeting, or (B) not less than the later of the close of business on the
forty-fifth (45th) day nor earlier than the close of business on the
seventy-fifth (75th) day prior to the first anniversary of the date on which the
corporation first sent or gave its proxy statement to stockholders for the
preceding year's annual meeting, whichever period described in clause (A) or (B)
of this sentence first occurs; provided, however, that in the event that no
annual meeting was held in the previous year or the date of the annual meeting
is more than thirty (30) days before or more than sixty (60) days after the
anniversary date of the previous year's meeting, notice by the stockholder to be
timely must be so received not earlier than the close of business on the one
hundred twentieth (120th) day prior to such meeting and not later than the close
of business on the later of (x) the ninetieth (90th) day prior to such meeting
and (y) the tenth (10) day following the date on which public announcement of
the date of such meeting is first made. For purposes of this Section 2.2, a
"public announcement" shall mean disclosure in a press release reported by the
Dow Jones News Service, Associated Press or a comparable national news service
or in a document publicly filed by the corporation with the Securities and
Exchange Commission. In no event shall the public announcement of an adjournment
of a stockholders meeting commence a new time period for the giving of a
stockholder's notice as described above. A stockholder's notice to the secretary
shall set forth as to each matter the stockholder proposes to bring before the
annual meeting: (1) a brief description of the business desired to be brought
before the annual meeting and the reasons for conducting such business at the
annual meeting, (2 )the name and address, as they appear on the corporation's
books, of the stockholder proposing such business, (3) the class and number of
shares of the corporation which are beneficially owned by the stockholder, (4)
any material interest of the stockholder in such business, and (5) any other
information that is required to be provided by the stockholder pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended (the "1934
Act"), in his capacity as a proponent to a stockholder proposal. Notwithstanding
the foregoing, in order to include information with respect to a stockholder
proposal in the proxy statement and form of proxy for a stockholder's meeting,
stockholders must provide notice as required by the regulations promulgated
under the 1934 Act. In addition, with respect to a stockholder proposal, if the
stockholder has provided the corporation a notice as described above, the
stockholder must have delivered a proxy statement and form of proxy to holders
of a sufficient number of shares to carry such proposal in order for such
proposal to be properly presented. Notwithstanding anything in these Bylaws to
the contrary, no business shall be conducted at any annual meeting except in
accordance with the procedures set forth in this paragraph (b). The chairman of
the annual meeting shall, if the facts warrant, determine and declare at the
meeting that business was not properly brought before the meeting and in
accordance with the provisions of this paragraph (b), and, if he should so
determine, he shall so declare at the meeting that any such business not
properly brought before the meeting shall not be transacted.


     (c) Only persons who are nominated in accordance with the procedures set
forth in this paragraph (c) shall be eligible for election as directors.
Nominations of persons for election to the board of directors of the corporation
may be made at a meeting of stockholders by or at the direction of the board of
directors or by any stockholder of record of the corporation at the time of
giving notice provided for in these Bylaws, who is entitled to vote in the
election of directors at the meeting and who complies with the notice procedures
set forth in this paragraph (c). Such nominations, other than those made by or
at the direction of the board of directors, shall be made pursuant to timely
notice in writing to the secretary of the corporation in

                                      -2-



accordance with the provisions of paragraph (b) of this Section 2.2. Such
stockholder's notice shall set forth (i) as to each person, if any, whom the
stockholder proposes to nominate for election or re-election as a director: (A)
the name, age, business address and residence address of such person, (B) the
principal occupation or employment of such person, (C) the class and number of
shares of the corporation which are beneficially owned by such person, (D) a
description of all arrangements or understandings between the stockholder and
each nominee and any other person or persons (naming such person or persons)
pursuant to which the nominations are to be made by the stockholder, and (E) any
other information relating to such person that is required to be disclosed in
solicitations of proxies for elections of directors, or is otherwise required,
in each case pursuant to Regulation 14A under the 1934 Act (including without
limitation such person's written consent to being named in the proxy statement,
if any, as a nominee and to serving as a director if elected); (ii) as to such
stockholder giving notice, the information required to be provided pursuant to
paragraph (b) of this Section 2.2; and (iii) a written statement executed by
such nominee acknowledging that, as a director of such corporation, such person
will owe a fiduciary duty, under the General Corporation Law of the State of
Delaware , exclusively to the corporation and its stockholders. In addition, if
the stockholder has provided the corporation a notice as described above, the
stockholder must have delivered a proxy statement and form of proxy to holders
of a sufficient number of shares to elect such nominee in order for the proposal
to be properly nominated. At the request of the board of directors, any person
nominated by a stockholder for election as a director shall furnish to the
secretary of the corporation that information required to be set forth in the
stockholder's notice of nomination which pertains to the nominee. No person
shall be eligible for election as a director of the corporation unless nominated
in accordance with the procedures set forth in this paragraph (c). The chairman
of the meeting shall, if the facts warrants, determine and declare at the
meeting that a nomination was not made in accordance with the procedures
prescribed by these Bylaws, and if he should so determine, he shall so declare
at the meeting, and the defective nomination shall be disregarded.

     2.3 SPECIAL MEETING. A special meeting of the stockholders may be called
at any time by the board of directors, the chairman of the board of
directors, the vice chairman of the board of directors, the chairman of the
executive committee, or the president, but such special meetings may not be
called by any other person or persons. Only such business shall be considered
at a special meeting of stockholders as shall have been stated in the notice
for such meeting.

     2.4 ORGANIZATION. Meetings of stockholders shall be presided over by the
chairman of the board of director, if any, or in his or her absence by the vice
chairman of the board of directors, if any, or in his or her absence by the
chairman of the executive committee, if any, or in his or her absence by the
president, if any, or in his or her absence by an executive vice president, if
any, or in his her absence by a senior vice president, if any, or in his or her
absence 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 by the vote of a majority in
interest of the stockholders present in person or represented by proxy and
entitled to vote thereat. The secretary, or in his or her absence, an assistant
secretary, or, in the absence of the secretary and all assistant secretaries, a
person whom the chairman of the

                                      -3-


meeting shall appoint shall act as secretary of the meeting and keep a record
of the proceedings thereof.

         The board of directors of the corporation shall be entitled to make
such rules or regulations for the conduct of meetings of stockholders as it
shall deem necessary, appropriate or convenient. Subject to such rules and
regulations of the board of directors, if any, the chairman of the meeting shall
have the right and authority to prescribe such rules, regulations and procedures
and to do all such acts as, in the judgment of such chairman, are necessary,
appropriate or convenient for the proper conduct of the meeting, including,
without limitation, establishing an agenda or order of business for the meeting,
rules and procedures for maintaining order at the meeting and the safety of
those present, limitations on participation in such meeting to stockholders of
record of the corporation and their duly authorized and constituted proxies, and
such other persons as the chairman shall permit, restrictions on entry to the
meeting after the time fixed for the commencement thereof, limitations on the
time allotted to questions or comments by participants and regulation of the
opening and closing of the polls for balloting and matters which are to be voted
on by ballot. Unless and to the extent determined by the board of directors 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 NOTICE OF STOCKHOLDERS' MEETINGS. All notices of meetings of
stockholders shall be sent or otherwise given in accordance with Section 2.6
of these Bylaws not less than ten (10) nor more than sixty (60) days before
the date of the meeting. The notice shall specify the place, date, and hour
of the meeting and (i) in the case of a special meeting, the general nature
of the business to be transacted (no business other than that specified in
the notice may be transacted) or (ii) in the case of the annual meeting,
those matters which the board of directors, at the time of giving the notice,
intends to present for action by the stockholders (but any proper matter may
be presented at the meeting for such action). The notice of any meeting at
which directors are to be elected shall include the name of any nominee or
nominees who, at the time of the notice, the board of directors intends to
present for election. Any previously scheduled meeting of the stockholders
may be postponed, and (unless the Certificate of Incorporation otherwise
provides) and special meeting of the stockholders may be cancelled, by
resolution of the board of directors upon public notice given prior to the
date previously scheduled for such meeting of stockholders.

         2.6 MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE. Notice of any
meeting of stockholders shall be given either personally or by mail,
telecopy, telegram or other electronic or wireless means. Notices not
personally delivered shall be sent postage or charges prepaid and shall be
addressed to the stockholder at the address of that stockholder appearing on
the books of the corporation or given by the stockholder to the corporation
for the purpose of notice. Notice shall be deemed to have been given at the
time when delivered personally or deposited in the mail or sent by telecopy,
telegram or other electronic or wireless means.

         An affidavit of the mailing or other means of giving any notice of any
stockholders' meeting, executed by the secretary, assistant secretary or any
transfer agent of the corporation giving the notice, shall be prima facie
evidence of the giving of such notice or report.

                                      -4-



     2.7 QUORUM. The holders of a majority in voting power of the stock
issued and outstanding and entitled to vote thereat, present in person or
represented by proxy, shall constitute a quorum at all meetings of the
stockholders for the transaction of business except as otherwise provided by
statute or the Certificate of Incorporation. If, however, such quorum is not
present or represented at any meeting of the stockholders, then either (i)
the chairman of the meeting or (ii) the stockholders by the vote of the
holders of a majority of the stock present in person or represented by proxy
at the meeting, shall have power to adjourn the meeting from time to time in
accordance with Section 2.8, each without notice other than announcement at
the meeting, until a quorum is present or represented. At such adjourned
meeting at which a quorum is present or represented, any business may be
transacted that might have been transacted at the meeting as originally
noticed.

         When a quorum is present at any meeting, the vote of the holders of a
majority of the stock having voting power present in person or represented by
proxy shall decide any question brought before such meeting, unless the question
is one upon which, by express provision of the laws of the State of Delaware or
of the Certificate of Incorporation or these Bylaws, a vote of a greater number
or voting by classes is required, in which case such express provision shall
govern and control the decision of the question.

         If a quorum be initially present, the stockholders may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum.

     2.8 ADJOURNED MEETING; NOTICE. Any meeting of stockholders, annual or
special, whether or not a quorum is present, may be adjourned for any reason
from time to time by either (i) the chairman of the meeting or (ii) the
stockholders by the vote of the holders of a majority of the stock
represented at the meeting, either in person or by proxy. In the absence of a
quorum, no other business may be transacted at that meeting except as
provided in Section 2.7 of these Bylaws.

         When any meeting of stockholders, either annual or special, is
adjourned to another time or place, notice need not be given of the adjourned
meeting if the time and place are announced at the meeting at which the
adjournment is taken. However, if a new record date for the adjourned meeting is
fixed or if the adjournment is for more than thirty (30) days from the date set
for the original meeting, then notice of the adjourned meeting shall be given.
Notice of any such adjourned meeting shall be given to each stockholder of
record entitled to vote at the adjourned meeting in accordance with the
provisions of Sections 2.5 and 2.6 of these Bylaws. At any adjourned meeting the
corporation may transact any business which might have been transacted at the
original meeting.

     2.9 VOTING. The stockholders entitled to vote at any meeting of
stockholders shall be determined in accordance with the provisions of Section
2.12 of these Bylaws, subject to the provisions of Sections 217 and 218 of
the General Corporation Law of Delaware (relating to voting rights of
fiduciaries, pledgers and joint owners, and to voting trusts and other voting
agreements).

                                      -5-




         Except as may be otherwise provided in the Certificate of
Incorporation, by these Bylaws or required by law, each stockholder shall be
entitled to one vote for each share of capital stock held by such stockholder.

         Any stockholder entitled to vote on any matter may vote part of the
shares in favor of the proposal and refrain from voting the remaining shares or,
except when the matter is the election of directors, may vote them against the
proposal; but if the stockholder fails to specify the number of shares which the
stockholder is voting affirmatively, it will be conclusively presumed that the
stockholder's approving vote is with respect to all shares which the stockholder
is entitled to vote.

     2.10 VALIDATION OF MEETINGS; WAIVER OF NOTICE; CONSENT. The transactions
of any meeting of stockholders, either annual or special, however called and
noticed, and wherever held, shall be as valid as though they had been taken
at a meeting duly held after regular call and notice, if a quorum be present
either in person or by proxy.

         Attendance by a person at a meeting shall also constitute a waiver of
notice of and presence at that meeting, except when the person objects at the
beginning of the meeting to the transaction of any business because the meeting
is not lawfully called or convened. Attendance at a meeting is not a waiver of
any right to object to the consideration of matters required by law to be
included in the notice of the meeting but not so included, if that objection is
expressly made at the meeting.

     2.11 ACTION BY WRITTEN CONSENT. Subject to the rights of the holders of
the shares of any series of Preferred Stock or any other class of stock or
series thereof having a preference over the Common Stock as dividend or upon
liquidation, any action required or permitted to be taken by the stockholders
of the corporation must be effected at a duly called annual or special
meeting of stockholders of the corporation and may not be effected by any
consent in writing by such stockholders.

     2.12 RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS. For
purposes of determining the stockholders entitled to notice of any meeting or
to vote thereat, the board of directors may fix, in advance, a record date,
which shall not be more than sixty (60) days nor less than ten (10) days
before the date of any such meeting, and in such event only stockholders of
record on the date so fixed are entitled to notice and to vote,
notwithstanding any transfer of any shares on the books of the corporation
after the record date, except as otherwise provided in the Certificate of
Incorporation, by these Bylaws, by agreement or by applicable law.

         If the board of directors does not so fix a record date, 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 business day next
preceding the day on which notice is given, or, if notice is waived, at the
close of business on the business day next preceding the day on which the
meeting is held.

                                      -6-


         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
unless the board of directors fixes a new record date for the adjourned meeting,
but the board of directors shall fix a new record date if the meeting is
adjourned for more than thirty (30) days from the date set for the original
meeting.


              The record date for any other purpose shall be as provided in
Section 8.1 of these Bylaws.

         2.13 PROXIES. Every person entitled to vote for directors, or on any
other matter, shall have the right to do so either in person or by one or
more agents authorized by a written proxy, which may be in the form of a
telegram, cablegram, or other means of electronic transmission, signed by the
person and filed with the secretary of the corporation, but no such proxy
shall be voted or acted upon after three (3) years from its date, unless the
proxy provides for a longer period. A proxy shall be deemed signed if the
stockholder's name is placed on the proxy (whether by manual signature,
typewriting, telegraphic transmission or otherwise) by the stockholder or the
stockholder's attorney-in-fact. 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. 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 by filing another duly executed proxy bearing a later date with
the secretary of the corporation.

         A proxy is not revoked by the death or incapacity of the maker unless,
before the vote is counted, written notice of such death or incapacity is
received by the corporation.

         2.14 INSPECTORS OF ELECTION. Before any meeting of stockholders, the
board of directors shall appoint an inspector or inspectors of election to
act at the meeting or its adjournment. The number of inspectors shall be
either one (1) or three (3). If any person appointed as inspector fails to
appear or fails or refuses to act, then the chairman of the meeting may, and
upon the request of any stockholder or a stockholder's proxy shall, appoint a
person to fill that vacancy.

              Such inspectors shall:

     (a) determine the number of shares outstanding and the voting power of
each, the number of shares represented at the meeting, the existence of a
quorum, and the authenticity, validity, and effect of proxies;

     (b) receive votes, ballots or consents;

     (c) hear and determine all challenges and questions in any way arising
in connection with the right to vote;

     (d) count and tabulate all votes or consents;

                                      -7-


     (e) determine when the polls shall close;

     (f) determine the result; and

     (g) do any other acts that may be proper to conduct the election or vote
with fairness to all stockholders.

         The inspectors of election shall perform their duties impartially, in
good faith, to the best of their ability and as expeditiously as is practical.
If there are three (3) inspectors of election, the decision, act or certificate
of a majority is effective in all respects as the decision, act or certificate
of all. Any report or certificate made by the inspectors of election is prima
facie evidence of the facts stated therein.

                                   ARTICLE III

                                    DIRECTORS

     3.1 POWERS. Subject to the provisions of the General Corporation Law of
Delaware and to any limitations in the Certificate of Incorporation or these
Bylaws relating to action required to be approved by the stockholders or by
the outstanding shares, the business and affairs of the corporation shall be
managed and shall be exercised by or under the direction of the board of
directors. In addition to the powers and authorities these Bylaws expressly
confer upon them, the board of directors may exercise all such powers of the
corporation and do all such lawful acts and things as are not by the General
Corporation Law of Delaware or by the Certificate of Incorporation or by
these Bylaws required to be exercised or done by the stockholders.

     3.2 NUMBER AND TERM OF OFFICE. The authorized number of directors shall
be not less than eight (8) nor more than seventeen (17). Within such limits,
the exact number of directors shall be as fixed from time to time by the
board of directors. An indefinite number of directors may be fixed, or the
definite number of directors may be changed, by a duly adopted amendment to
the Certificate of Incorporation or by an amendment to the bylaw duly adopted
by resolution of a majority of the total number of directors that the
corporation would have if there were no vacancies.

         No reduction of the authorized number of directors shall have the
effect of removing any director before that director's term of office expires.
If for any cause, the directors shall not have been elected at an annual
meeting, they may be elected as soon thereafter as convenient at a special
meeting of the stockholders called for that purpose in the manner provided in
these Bylaws.

     3.3 ELECTION AND TERM OF OFFICE OF DIRECTORS. Except as provided in
Section 3.4 of these Bylaws, at each annual meeting of stockholders,
directors elected to succeed those directors whose terms then expire shall be
elected for a term of office to expire at the succeeding annual meeting of
stockholders after their election, with each director to hold office until
such director's successor shall have been duly elected and qualified.

                                      -8-



         Directors need not be stockholders unless so required by the
Certificate of Incorporation or by these Bylaws; wherein other qualifications
for directors may be prescribed. Each director, including a director elected to
fill a vacancy, shall hold office until his successor is elected and qualified
or until his earlier resignation or removal.

         Election of directors at all meetings of the stockholders at which
directors are to be elected shall be by ballot, and, a plurality of the votes
cast thereat shall elect directors.

     3.4 RESIGNATION AND VACANCIES. Any director may resign effective on
giving written notice to the chairman of the board of directors, the
president, the secretary or the board of directors, unless the notice
specifies a later time for that resignation to become effective. If the
resignation of a director is effective at a future time, the board of
directors may elect a successor to take office when the resignation becomes
effective.

         Unless otherwise provided in the Certificate of Incorporation or by
these Bylaws, vacancies in the board of directors may be filled by a majority
of the remaining directors, even if less than a quorum, or by a sole
remaining director; however, a vacancy created by the removal of a director
by the vote of the stockholders or by court order may be filled only by the
affirmative vote of a majority of the voting power of shares represented and
voting at a duly held meeting at which a quorum is present (which shares
voting affirmatively also constitute a majority of the required quorum). Each
director so elected shall hold office until the next annual meeting of the
stockholders and until a successor has been elected and qualified.

         Unless otherwise provided in the Certificate of Incorporation or
these Bylaws:

           (i) Vacancies and newly created directorships resulting from any
increase in the authorized number of directors elected by all of the
stockholders having the right to vote as a single class may be filled by a
majority of the directors then in office, although less than a quorum, or by
a sole remaining director.

           (ii) Whenever the holders of any class or classes of stock or
series thereof are entitled to elect one or more directors by the provisions
of the Certificate of Incorporation, vacancies and newly created
directorships of such class or classes or series may be filled by a majority
of the directors elected by such class or classes or series thereof then in
office, or by a sole remaining director so elected.

         Any directors chosen pursuant to this Section 3.4 shall hold office
for a term expiring at the next annual meeting of stockholders and until such
director's successor shall have been duly elected and qualified.

         If at any time, by reason of death or resignation or other cause, the
corporation should have no directors in office, then any officer or any
stockholder or an executor, administrator, trustee or guardian of a stockholder,
or other fiduciary entrusted with like responsibility for the person or estate
of a stockholder, may call a special meeting of stockholders in accordance with

                                      -9-


the provisions of the Certificate of Incorporation or these Bylaws, or may apply
to the Court of Chancery for a decree summarily ordering an election as provided
in Section 211 of the General Corporation Law of Delaware.

         If, at the time of filling any vacancy or any newly created
directorship, the directors then in office constitute less than a majority of
the whole board of directors (as constituted immediately prior to any such
increase), then the Court of Chancery may, upon application of any stockholder
or stockholders holding at least ten percent (10%) of the total number of the
then outstanding shares having the right to vote for such directors, summarily
order an election to be held to fill any such vacancies or newly created
directorships, or to replace the directors chosen by the directors then in
office as aforesaid, which election shall be governed by the provisions of
Section 211 of the General Corporation Law of Delaware as far as applicable.

     3.5 REMOVAL. Unless otherwise restricted by statute, by the Certificate
of Incorporation or by these Bylaws, any director or the entire board of
directors may be removed, with or without cause, by the holders of a majority
of the shares then entitled to vote at an election of directors; provided,
however, that, if and so long as stockholders of the corporation are entitled
to cumulative voting, if less than the entire board of directors is to be
removed, no director may be removed without cause if the votes cast against
his removal would be sufficient to elect him if then cumulatively voted at an
election of the entire board of directors.

     3.6 PLACE OF MEETINGS; MEETINGS BY TELEPHONE. Regular meetings of the
board of directors may be held at any place within or outside the State of
Delaware that has been designated from time to time by resolution of the
board of directors. In the absence of such a designation, regular meetings
shall be held at the principal executive office of the corporation. Special
meetings of the board of directors may be held at any place within or outside
the State of Delaware that has been designated in the notice of the meeting
or, if not stated in the notice or if there is no notice, at the principal
executive office of the corporation.

         Any meeting, regular or special, may be held by conference telephone or
similar communication equipment, so long as all directors participating in the
meeting can hear one another; and all such directors shall be deemed to be
present in person at the meeting.

     3.7 REGULAR MEETINGS. Regular meetings of the board of directors may be
held without notice if the times of such meetings are fixed by the board of
directors.

     3.8 SPECIAL MEETINGS; NOTICE. Special meetings of the board of directors
for any purpose or purposes may be called at any time by the chairman of the
board of directors, the vice chairman of the board of directors, the
president, the chairman of the executive committee, any vice president or the
secretary or a majority of the members of the board of the directors then in
office.

         The person or persons authorized to call special meetings of the board
of directors may fix the place and time of the meetings. The secretary or any
assistant secretary shall give notice of any special meeting to each director
personally or by telephone to each director or sent by

                                      -10-


first-class mail, courier service or telegram, telecopy or other electronic
or wireless means, postage or charges prepaid, addressed to each director at
that director's address as it is shown on the records of the corporation or
if the address is not readily ascertainable, notice shall be addressed to the
director at the city or place in which the meetings of directors are
regularly held. If the notice is by mail, such notice shall be deposited in
the United States mail at least four (4) days prior to the time set for such
meeting. If the notice is by telegram, overnight mail or courier service,
such notice shall be deemed adequately delivered when the telegram is
delivered to the telegram company or the notice is delivered to the overnight
mail or courier service company at least twenty-four (24) hours prior to the
time set for such meeting. If the notice is by facsimile transmission or
other electronic means, such notice shall be deemed adequately delivered when
the notice is transmitted at least twenty-four (24) hours prior to the time
set for such meeting. If the notice is by telephone or by hand delivery, such
notice shall be deemed adequately delivered when the notice is given at least
twenty-four (24) hours prior to the time set for such meeting. Any oral
notice given personally or by telephone may be communicated either to the
director or to a person at the office of the director who the person giving
the notice has reason to believe will promptly communicate it to the
director. If the meeting is to be held at the principal executive office of
the corporation, the notice need not specify the purpose or the place of the
meeting. Moreover, a notice of special meeting need not state the purpose of
such meeting, and, unless indicated in the notice thereof, any and all
business may be transacted at a special meeting.

     3.9 QUORUM. A majority of the authorized number of directors shall
constitute a quorum for the transaction of business, except to fill vacancies
in the board of directors as provided in Section 3.4 and to adjourn as
provided in Section 3.11 of these Bylaws. Every act or decision done or made
by a majority of the directors present at a duly held meeting at which a
quorum is present shall be regarded as the act of the board of directors,
subject to the provisions of the Certificate of Incorporation and applicable
law.

         A meeting at which a quorum is initially present may continue to
transact business, notwithstanding the withdrawal of enough directors to leave
less than a quorum, upon resolution of at least a majority of the required
quorum for that meeting prior to the loss of such quorum.

     3.10 WAIVER OF NOTICE. Notice of a meeting need not be given to any
director (i) who signs a waiver of notice or a consent to holding the meeting
or an approval of the minutes thereof, whether before or after the meeting,
or (ii) who attends the meeting without protesting, prior thereto or at its
commencement, the lack of notice to such directors. The transactions of any
meeting of the board of directors, 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 signs a written waiver of notice. All such
waivers shall be filed with the corporate records or made part of the minutes
of the meeting. A waiver of notice need not specify the purpose of any
regular or special meeting of the board of directors.

     3.11 ADJOURNMENT. A majority of the directors present, whether or not
constituting a quorum, may adjourn any meeting to another time and place.

                                      -11-


     3.12 NOTICE OF ADJOURNMENT. Notice of the time and place of holding an
adjourned meeting need not be given if announced unless the meeting is
adjourned for more than twenty-four (24) hours. If the meeting is adjourned
for more than twenty-four (24) hours, then notice of the time and place of
the adjourned meeting shall be given before the adjourned meeting takes
place, in the manner specified in Section 3.8 of these Bylaws, to the
directors who were not present at the time of the adjournment.

     3.13 BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING. Any action
required or permitted to be taken by the board of directors may be taken
without a meeting, provided that all members of the board of directors
individually or collectively consent in writing to that action. Such action
by written consent shall have the same force and effect as a unanimous vote
of the board of directors. Such written consent and any counterparts thereof
shall be filed with the minutes of the proceedings of the board of directors.

     3.14 ORGANIZATION. Meetings of the board of directors shall be presided
over by the chairman of the board, if any, or in his or her absence by the
vice chairman of the board, if any, or in his or her absence by the chairman
of the executive committee, if any, or in his or her absence by the
president, if any, or in his or her absence by the executive vice president.
In the absence of all such directors, a president pro tem chosen by a
majority of the directors present shall preside at the meeting. The secretary
shall act as secretary of the meeting, but in his or her absence the chairman
of the meeting may appoint any person to act as secretary of the meeting.

     3.15 FEES AND COMPENSATION OF DIRECTORS. Directors and members of
committees may receive such compensation, if any, for their services and such
reimbursement of expenses as may be fixed or determined by resolution of the
board of directors. This Section 3.15 shall not be construed to preclude any
director from serving the corporation in any other capacity as an officer,
agent, employee or otherwise and receiving compensation for those services.

                                   ARTICLE IV

                                   COMMITTEES

     4.1 COMMITTEES OF DIRECTORS. The board of directors may designate one
(1) or more committees, each consisting of two or more directors, to serve at
the pleasure of the board of directors. The board of directors may designate
one (1) or more directors as alternate members of any committee, who may
replace any absent member at any meeting of the committee. Any committee, to
the extent provided in the resolution of the board of directors, shall have
all the authority of the board of directors, but no such committee shall have
the power or authority to (i) approve or adopt or recommend to the
stockholders any action or matter that requires the approval of the
stockholders or (ii) adopt, amend or repeal any Bylaw of the corporation.

     4.2 MEETINGS AND ACTION OF COMMITTEES. Meetings and actions of
committees shall be governed by, and held and taken in accordance with, the
provisions of

                                      -12-


Article III of these Bylaws, Section 3.6 (place of meetings), Section 3.7
(regular meetings), Section 3.8 (special meetings and notice), Section 3.9
(quorum), Section 3.10 (waiver of notice), Section 3.11 (adjournment),
Section 3.12 (notice of adjournment), and Section 3.13 (action without
meeting), with such changes in the context of those Bylaws as are necessary
to substitute the committee and its members for the board of directors and
its members; provided, however, that the time of regular meetings of
committees may be determined either by resolution of the board of directors
or by resolution of the committee, that special meetings of committees may
also be called by resolution of the board of directors, and that notice of
special meetings of committees shall also be given to all alternate members,
who shall have the right to attend all meetings of the committee. The board
of directors may adopt rules for the government of any committee not
inconsistent with the provisions of these Bylaws.

     4.3 EXECUTIVE COMMITTEE. In the event that the board of directors
appoints an executive committee, such executive committee, in all cases in
which specific directions to the contrary shall not have been given by the
board of directors, shall have and may exercise, during the intervals between
the meetings of the board of directors, all the powers and authority of the
board of directors in the management of the business and affairs of the
corporation (except as provided in Section 4.1 hereof) in such manner as the
executive committee may deem in the best interests of the corporation.

                                    ARTICLE V

                                    OFFICERS

     5.1 OFFICERS. The officers of the corporation shall consist of a
president, one or more vice presidents, a secretary and a chief financial
officer who shall be chosen by the board of directors and such other
officers, including but not limited to a chairman of the board of directors,
a vice chairman of the board of directors, a chairman of the executive
committee and a treasurer as the board of directors shall deem expedient, who
shall be chosen in such manner and hold their offices for such terms as the
board of directors may prescribe. Any two or more of such offices may be held
by the same person. The board of directors may designate one or more vice
presidents as executive vice presidents or senior vice presidents. Either the
chairman of the board of directors, the vice chairman of the board of
directors, the chairman of the executive committee, or the president, as the
board of directors may designate from time to time, shall be the chief
executive officer of the corporation. The board of directors may from time to
time designate the president or any executive vice president as the chief
operating officer of the corporation. Any vice president, treasurer or
assistant treasurer, or assistant secretary respectively may exercise any of
the powers of the president, the chief financial officer, or the secretary,
respectively, as directed by the board of directors and shall perform such
other duties as are imposed upon such officer by the Bylaws or the board of
directors.

     5.2 ELECTION OF OFFICERS. In addition to officers elected by the board
of directors in accordance with Sections 5.1 and 5.3, the corporation may
have one or more appointed vice presidents. Such vice presidents may be
appointed by the chairman of the board of directors or the president and
shall have such duties as may be established by the chairman or

                                      -13-


president. Vice presidents appointed pursuant to this Section 5.2 may be
removed in accordance with Section 5.4.

     5.3 TERMS OF OFFICE AND COMPENSATION. The term of office and salary of
each of said officers and the manner and time of the payment of such salaries
shall be fixed and determined by the board of directors and may be altered by
said board of directors from time to time at its pleasure, subject to the
rights, if any, of said officers under any contract of employment.

     5.4 REMOVAL; RESIGNATION OF OFFICERS AND VACANCIES. Any officer of the
corporation may be removed at the pleasure of the board of directors at any
meeting or by vote of stockholders entitled to exercise the majority of
voting power of the corporation at any meeting or at the pleasure of any
officer who may be granted such power by a resolution of the board of
directors. Any officer may resign at any time upon written notice to the
corporation without prejudice to the rights, if any, of the corporation under
any contract to which the officer is a party. If any vacancy occurs in any
office of the corporation, the board of directors may elect a successor to
fill such vacancy for the remainder of the unexpired term and until a
successor is duly chosen and qualified.

     5.5 CHAIRMAN OF THE BOARD. The chairman of the board of directors, if
such an officer be elected, shall provide advisory services to the President
when and as requested by the President; shall, if present, preside at
meetings of the board of directors and stockholders; may call meetings of the
stockholders and also of the board of directors to be held, subject to the
limitations prescribed by law or by these Bylaws, at such times and at such
places as the chairman may deem proper; and shall exercise and perform such
other duties as may from time to time be agreed to by the chairman and the
President. The chairman of the board shall report to the board of directors.

     5.6 VICE CHAIRMAN OF THE BOARD. The vice chairman of the board of
directors, if there shall be one, shall, in the case of the absence,
disability or death of the chairman, exercise all the powers and perform all
the duties of the chairman of the board of directors. The vice chairman shall
have such other powers and perform such other duties as may be granted or
prescribed by the board of directors.

     5.7 CHAIRMAN OF EXECUTIVE COMMITTEE. The chairman of the executive
committee, if there be one, shall have the power to call meetings of the
stockholders and also of the board of directors to be held subject to the
limitations prescribed by law or by these Bylaws, at such times and at such
places as the chairman of the executive committee shall deem proper. The
chairman of the executive committee shall have such other powers and be
subject to such other duties as the board of directors may from time to time
prescribe.

     5.8 PRESIDENT. The powers and duties of the president are:

         (a) To have and provide general supervision, direction and control
of the corporation's business and its officers.

                                      -14-


         (b) To call meetings of the board of directors to be held, subject
to the limitations prescribed by law or by these Bylaws, at such times and at
such places as the president shall deem proper.

         (c) To affix the signature of the corporation to all deeds,
conveyances, mortgages, leases, obligations, bonds, certificates and other
papers and instruments in writing which have been authorized by the board of
directors or which, in the judgment of the president, should be executed on
behalf of the corporation, and to sign certificates for shares of stock of
the corporation.

         (d) To have such other powers and be subject to such other duties as
the board of directors may from time to time prescribe.

     5.9 VICE PRESIDENTS. In case of the absence, disability or death of the
president, the elected vice president, or one of the elected vice presidents,
shall exercise all the powers and perform all the duties of the president. If
there is more than one elected vice president, the order in which the elected
vice presidents shall succeed to the powers and duties of the president shall
be as fixed by the board of directors. The elected vice president or elected
vice presidents shall have such other powers and perform such other duties as
may be granted or prescribed by the board of directors.

         Vice presidents appointed pursuant to Section 5.2 shall have such
powers and duties as may be fixed by the chairman or president, except that
such appointed vice presidents may not exercise the powers and duties of the
president.

     5.10 SECRETARY. The powers and duties of the secretary are:

         (a) To keep a book of minutes at the principal office of the
corporation, or such other place as the board of directors may order, of all
meetings of its directors and stockholders with the time and place of
holding, whether regular or special, and, if special, how authorized, the
notice thereof given, the names of those present at directors' meetings, the
number of shares present or represented at stockholders' meetings and the
proceedings thereof.

         (b) To keep the seal of the corporation and affix the same to all
instruments which may require it.

         (c) To keep or cause to be kept at the principal office of the
corporation, or at the office of the transfer agent or agents, a share
register, or duplicate share registers, showing the names of the stockholders
and their addresses, the number of and classes of shares, and the number and
date of cancellation of every certificate surrendered for cancellation.

         (d) To keep a supply of certificates for shares of the corporation,
to fill in all certificates issued, and to make a proper record of each such
issuance; provided, that so long as the corporation shall have one or more
duly appointed and acting transfer agents of the shares, or any class or
series of shares, of the corporation, such duties with respect to such shares
shall be performed by such transfer agent or transfer agents.

                                      -15-


         (e) To transfer upon the share books of the corporation any and all
shares of the corporation; provided, that so long as the corporation shall
have one or more duly appointed and acting transfer agents of the shares, or
any class or series of shares, of the corporation, such duties with respect
to such shares shall be performed by such transfer agent or transfer agents,
and the method of transfer of each certificate shall be subject to the
reasonable regulations of the transfer agent to which the certificate is
presented for transfer, and also, if the corporation then has one or more
duly appointed and acting registrars, to the reasonable regulations of the
registrar to which the new certificate is presented for registration; and
provided, further that no certificate for shares of stock shall be issued or
delivered or, if issued or delivered, shall have any validity whatsoever
until and unless it has been signed or authenticated in the manner provided
in Section 8.5 hereof.

         (f) To make service and publication of all notices that may be
necessary or proper, and without command or direction from anyone. In case of
the absence, disability, refusal, or neglect of the secretary to make service
or publication of any notices, then such notices may be served and/or
published by the president or a vice president, or by any person thereunto
authorized by either of them or by the board of directors or by the holders
of a majority of the outstanding shares of the corporation.

         (g) Generally to do and perform all such duties as pertain to the
office of secretary and as may be required by the board of directors.

     5.11 CHIEF FINANCIAL OFFICER.  The powers and duties of the chief
financial officer are:

         (a) To supervise the corporate-wide treasury functions and financial
reporting to external bodies.

         (b) To have the custody of all funds, securities, evidence of
indebtedness and other valuable documents of the corporation and, at the
chief financial officer's discretion, to cause any or all thereof to be
deposited for account of the corporation at such depositary as may be
designated from time to time by the board of directors.

         (c) To receive or cause to be received, and to give or cause to be
given, receipts and acceptances for monies paid in for the account of the
corporation.

         (d) To disburse, or cause to be disbursed, all funds of the
corporation as may be directed by the board of directors, taking proper
vouchers for such disbursements.

         (e) To render to the president and to the board of directors,
whenever they may require, accounts of all transactions and of the financial
condition of the corporation.

         (f) Generally to do and perform all such duties as pertain to the
office of chief financial officer and as may be required by the board of
directors.

                                      -16-


                              ARTICLE VI

     INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER

                                AGENTS

     6.1 INDEMNIFICATION OF DIRECTORS AND OFFICERS. Each person who was or is
made a party or is threatened to be made a party to or is involved in any
action, suit, or proceeding, whether civil, criminal, administrative or
investigative (hereinafter a "proceeding"), by reason of the fact that he or
she or a person of whom he or she is the legal representative is or was a
director or officer of the corporation (or any predecessor) or is or was
serving at the request of the corporation (or any predecessor) as a director,
officer, employee or agent of another corporation or of a partnership, joint
venture, trust or other enterprise (or any predecessor of any of such
entities), including service with respect to employee benefit plans
maintained or sponsored by the corporation (or any predecessor), whether the
basis of such proceeding is alleged action in an official capacity as a
director, officer, employee or agent or in any other capacity while serving
as a director, officer, employee or agent, shall be indemnified and held
harmless by the corporation to the fullest extent authorized by the General
Corporation Law of the State of Delaware, as the same exists or may hereafter
be amended (but, in the case of any such amendment, only to the extent that
such amendment permits the corporation to provide broader indemnification
rights than said law permitted the corporation to provide prior to such
amendment), against all expense, liability and loss (including attorneys'
fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or
to be paid in settlement) reasonably incurred or suffered by such person in
connection therewith and such indemnification shall continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure
to the benefit or his or her heirs, executors and administrators; provided,
however, that except as provided in the third paragraph of this Bylaw, the
corporation shall indemnify any such person seeking indemnification in
connection with a proceeding (or part thereof) initiated by such person only
if such proceeding (or part thereof) was authorized by the board of
directors. The right to indemnification conferred in this Bylaw shall be a
contract right and shall include the right to be paid by the corporation the
expenses incurred in defending any such proceeding in advance of its final
disposition, such advances to be paid by the corporation within twenty (20)
days after the receipt by the corporation of a statement or statements from
the claimant requesting such advance or advances from time to time; provided,
however, that if the General Corporation Law of the Sate of Delaware
requires, the payment of such expenses incurred by a director or officer in
his or her capacity as a director or officer (and not in any other capacity
in which service was or is rendered by such person while a director or
officer, including, without limitation, service to an employee benefit plan)
in advance of the final disposition of a proceeding, shall be made only upon
delivery to the corporation of an undertaking by or on behalf of such
director or officer to repay all amounts so advanced if it shall ultimately
be determined that such director or officer is not entitled to be indemnified
under this Bylaw or otherwise.

         To obtain indemnification under this Bylaw, a claimant shall submit
to the corporation a written request, including therein or therewith such
documentation and information as is reasonably available to the claimant and
is reasonably necessary to determine whether and to

                                      -17-



what extent the claimant is entitled to indemnification. Upon written request
by a claimant for indemnification pursuant to the preceding sentence, a
determination, if required by applicable law, with respect to the claimant's
entitlement thereto shall be made as follows: (i) if requested by the
claimant, by Independent Counsel (as hereinafter defined), or (ii) if no
request is made by the claimant for a determination by Independent Counsel,
(A) by the board of directors by a majority vote of a quorum consisting of
Disinterested Directors (as hereinafter defined), or (B) if a quorum of the
board of directors consisting of Disinterested Directors is not obtainable
or, even if obtainable, such quorum of Disinterested Directors so directs, by
Independent Counsel in a written opinion to the board of directors, a copy of
which shall be delivered to the claimant, or (C) if a quorum of Disinterested
Directors so directs, by the stockholders of the corporation. In the event
the determination of entitlement to indemnification is to be made by
Independent Counsel at the request of the claimant, the Independent Counsel
shall be selected by the board of directors unless there shall have occurred
within two years prior to the date of the commencement of the action, suit or
proceeding for which indemnification is claimed a "Change of Control" as
defined below, in which case the Independent Counsel shall be selected by the
claimant unless the claimant shall request that such selection be made by the
board of directors. If it is so determined that the claimant is entitled to
indemnification, payment to the claimant shall be made within ten (10) days
after such determination.

         If a claim for the indemnification under this Bylaw is not paid in
full by the corporation within thirty (30) days after a written claim
pursuant to the preceding paragraph of this Bylaw has been received by the
corporation, the claimant may at any time thereafter bring suit against the
corporation to recover the unpaid amount of the claim and, if successful in
whole or in part, the claimant shall be entitled to be paid also the expense
of prosecuting such claim. It shall be a defense to any such action (other
than an action brought to enforce a claim for expenses incurred in defending
any proceeding in advance of its final disposition where the required
undertaking, if any is required, has been tendered to the corporation) that
the claimant has not met the standard of conduct which makes it permissible
under the General Corporation Law of the State of Delaware for the
corporation to indemnify the claimant for the amount claimed, but the burden
of proving such defense shall be on the corporation. Neither the failure of
the corporation (including its board of directors, Independent Counsel or
stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in the
General Corporation Law of the State of Delaware, nor an actual determination
by the corporation (including its board of directors, Independent Counsel or
stockholders) that the claimant has not met such applicable standard of
conduct, shall be a defense to the action or create a presumption that the
claimant has not met the applicable standard of conduct.

         If a determination shall have been made pursuant to this Bylaw that
the claimant is entitled to indemnification, the corporation shall be bound
by such determination in any judicial proceeding commenced pursuant to the
proceeding paragraph of this Bylaw. The corporation shall be precluded from
asserting in any judicial proceeding commenced pursuant to the third
paragraph of this Bylaw that the procedures and presumptions of this Bylaw
are not valid, binding and enforceable and shall stipulate in such proceeding
that the corporation is bound by all the provisions of this Bylaw. The right
to indemnification and the payment of expenses

                                      -18-


incurred in defending a proceeding in advance of its final disposition
conferred in this Bylaw shall not be exclusive or any other right which any
person may have or hereafter acquire under any statute, provision of the
Certificate of Incorporation, Bylaws, agreement, vote of stockholders or
Disinterested Directors or otherwise. No repeal or modification of this Bylaw
shall in any way diminish or adversely affect the rights of any director,
officer, employee or agent of the corporation hereunder in respect of any
occurrence or matter arising prior to any such repeal or modification.

         If any provision or provisions of this Bylaw shall be held to be
invalid, illegal or unenforceable for any reason whatsoever: (i) the
validity, legality and enforceability of the remaining provisions of this
Bylaw (including, without limitation, each portion of any paragraph of this
Bylaw containing any such provision held to be invalid, illegal or
unenforceable, that is not itself held to be invalid, illegal or
unenforceable) shall not in any way be affected or impaired thereby; and (ii)
to the fullest extent possible, the provisions of this Bylaw (including,
without limitation, each such portion of any paragraph of this Bylaw
containing any such provision held to be invalid, illegal or unenforceable)
shall be construed so as to give effect to the intent manifested by the
provision held invalid, illegal or unenforceable.

         For the purpose of this Bylaw, a "Change of Control" shall mean:

           (1) the acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the 1934 Act (a "Person") of
beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
1934 Act) of 20% or more of either (i) the then outstanding shares of common
stock of the corporation (the "Outstanding Corporation Common Stock") or (ii)
the combined voting power of the then outstanding voting securities of the
corporation entitled to vote generally in the election of directors (the
"Outstanding Corporation Voting Securities"); provided, however, that for
purposes of this part (1), the following acquisitions shall not constitute a
Change of Control: (i) any acquisition directly from the corporation or any
acquisition from other stockholders where (A) such acquisition was approved
in advance by the board of directors of the corporation, and (B) such
acquisition would not constitute a Change of Control under part (1) of this
definition, (ii) any acquisition by the corporation, (iii) any acquisition by
any employee benefit plan (or related trust) sponsored or maintained by the
corporation or any corporation controlled by the corporation, or (iv) any
acquisition by any corporation pursuant to a transaction which complies with
clauses (i), (ii) and (iii) of part (1) of this definition; or

           (2) individuals who, as of the date hereof, constitute the board
of directors (the "Incumbent Board") cease for any reason to constitute at
least a majority of the board of directors; provided, however, that any
individual becoming a director subsequent to the date hereof whose election,
or nomination for election by the stockholders, was approved by a vote of at
least a majority of the directors then comprising the Incumbent Board shall
be considered as though such individual were a member of the Incumbent Board,
but excluding, for this purpose, any such individual whose initial assumption
of office occurs as a result of an actual or threatened election contest with
respect to the election or removal of directors or other actual or

                                      -19-



threatened solicitation of proxies of consents by or on behalf of a Person
other than the board of directors; or

           (3) consummation of a reorganization, merger or consolidation or
sale or other disposition of all or substantially all of the assets of the
corporation (a "Business Combination"), in each case, unless, following such
Business Combination, (i) all or substantially all of the individuals and
entities who were the beneficial owners, respectively, of the Outstanding
Corporation Common Stock and Outstanding Corporation Voting Securities
immediately prior to such Business Combination beneficially own, directly or
indirectly, more than 50% of, respectively, the then outstanding shares of
common stock and the combined voting power of the then outstanding voting
securities entitled to vote generally in the election of directors, as the
case may be, of the corporation resulting from such Business Combination
(including, without limitation, a corporation which as a result of such
transaction owns the corporation or all or substantially all of the
corporation's assets either directly or through one or more subsidiaries) in
substantially the same proportions as their ownership, immediately prior to
such Business Combination of the Outstanding Corporation Common Stock and
Outstanding Corporation Voting Securities, as the case may be, (ii) no Person
(excluding any corporation resulting from such Business Combination or any
employee benefit plan (or related trust) of the corporation or such
corporation resulting from such Business Combination) beneficially owns,
directly or indirectly, 20% or more of, respectively, the then outstanding
shares of common stock of the corporation resulting from such Business
Combination or the combined voting power of the then outstanding voting
securities of such corporation except to the extent that such ownership
existed prior to the Business Combination, and (iii) at least a majority of
the members of the board of directors of the corporation resulting from such
Business Combination were members of the Incumbent Board at the time of the
execution of the initial agreement, or of the action of the board of
directors, providing for such Business Combination; or

           (4) approval by the stockholders of a complete liquidation or
dissolution of the corporation.

         For purposes of this Bylaw:

                  "Disinterested Director" shall mean a director of the
corporation who is not and was not a party to the matter in respect of which
indemnification is sought by the claimant.

                  "Independent Counsel" shall mean a law firm, a member of a
law firm, or an independent practitioner, that is experienced in matters of
corporation law and shall include any person who, under the applicable
standards of professional conduct then prevailing, would not have a conflict
of interest in representing either the corporation or the claimant in an
action to determine the claimant's rights under this Bylaw.

         Any notice, request or other communication required or permitted to
be given to the corporation under this Bylaw shall be in writing and either
delivered in person or sent by telecopy, telex, telegram, overnight mail or
courier service, or certified or registered mail, postage or charges prepaid,
return copy requested, to the secretary of the corporation and shall be
effective only upon receipt by the secretary.

                                      -20-


     6.2 INDEMNIFICATION OF OTHERS. The corporation shall have the power, to
the maximum extent and in the manner permitted by the General Corporation Law
of Delaware, to indemnify each of its employees and agents (other than
directors and officers) against expenses (including attorneys' fees),
judgments, fines, settlements and other amounts actually and reasonably
incurred in connection with any proceeding, arising by reason of the fact
that such person is or was an agent of the corporation. For purposes of this
Section 6.2, an "employee" or "agent" of the corporation (other than a
director or officer) includes any person (i) who is or was an employee or
agent of the corporation, (ii) who is or was serving at the request of the
corporation as an employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, or (iii) who was an employee or
agent of a corporation which was a predecessor corporation of the corporation
or of another enterprise at the request of such predecessor corporation.

     6.3 INSURANCE. 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 him or her and incurred by him or her in any such capacity, or
arising out of his or her status as such, whether or not the corporation
would have the power to indemnify him or her against such liability under the
provisions of the General Corporation Law of Delaware.

     6.4 EXPENSES. The corporation shall advance to 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, by reason of the fact that he or she is or was a director
or officer of the corporation, or is or was serving at the request of the
corporation as a director or officer of another corporation, partnership,
joint venture, trust or other enterprise, prior to the final disposition of
the proceeding, promptly following request therefor, all expenses incurred by
any director or officer in connection with such proceeding, upon receipt of
an undertaking by or on behalf of such person to repay said amounts if it
should be determined ultimately that such person is not entitled to be
indemnified under this Bylaw or otherwise; provided, however, that the
corporation shall not be required to advance expenses to any director or
officer in connection with any proceeding (or part thereof) initiated by such
person unless the proceeding was authorized in advance by the board of
directors of the corporation.

         Notwithstanding the foregoing, unless otherwise determined pursuant
to Section 6.5, no advance shall be made by the corporation to an officer of
the corporation (except by reason of the fact that such officer is or was a
director of the corporation in which event this paragraph shall not apply) in
any action, suit or proceeding, whether civil, criminal, administrative or
investigative, if a determination is reasonably and promptly made (i) by the
board of directors by a majority vote of a quorum consisting of directors who
were not parties to the proceeding, or (ii) if such quorum is not obtainable,
or, even if obtainable, a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, that the facts known to the
decision-making party at the time such determination is made demonstrate
clearly and convincingly that such person acted in bad faith or in a manner
that such person did not believe to be in or not opposed to the best
interests of the corporation.

                                      -21-


     6.5 NON-EXCLUSIVITY OF RIGHTS. The rights conferred on any person by
this Bylaw shall not be exclusive of any other right which such person may
have or hereafter acquire under any statute, provision of the Certificate of
Incorporation, Bylaws, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding office. The corporation is
specifically authorized to enter into individual contracts with any or all of
its directors, officers, employees or agents respecting indemnification and
advances, to the fullest extent not prohibited by the General Corporation Law
of Delaware.

     6.6 SURVIVAL OF RIGHTS. The rights conferred on any person by this Bylaw
shall continue as to a person who has ceased to be a director, officer,
employee or other agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

     6.7 AMENDMENTS. Any repeal or modification of this Bylaw shall only be
prospective and shall not affect the rights under this Bylaw in effect at the
time of the alleged occurrence of any action or omission to act that is the
cause of any proceeding against any agent of the corporation.

                              ARTICLE VII

                           RECORDS AND REPORTS

     7.1 MAINTENANCE AND INSPECTION OF RECORDS. The corporation shall, either
at its principal executive office or at such place or places as designated by
the board of directors, keep a record of its stockholders listing their names
and addresses and the number and class of shares held by each stockholder, a
copy of these Bylaws as amended to date, accounting books and other records.

         Any stockholder of record, in person or by attorney or other agent,
shall, upon written demand under oath stating the purpose thereof, have the
right during the usual hours for business to inspect for any proper purpose
the corporation's stock ledger, a list of its stockholders, and its other
books and records and to make copies or extracts therefrom. A proper purpose
shall mean a purpose reasonably related to such person's interest as a
stockholder. In every instance where an attorney or other agent is the person
who seeks the right to inspection, the demand under oath shall be accompanied
by a power of attorney or such other writing that authorizes the attorney or
other agent to so act on behalf of the stockholder. The demand under oath
shall be directed to the corporation at its registered office in Delaware or
at its principal place of business.

     7.2 INSPECTION BY DIRECTORS. Any director shall have the right to
examine the corporation's stock ledger, a list of its stockholders and its
other books and records for a purpose reasonably related to his or her
position as a director. The Court of Chancery is hereby vested with the
exclusive jurisdiction to determine whether a director is entitled to the
inspection sought. The Court may summarily order the corporation to permit
the director to inspect any and all books and records, the stock ledger, and
the stock list and to make copies or extracts therefrom. The Court may, in
its discretion, prescribe any limitations or conditions with

                                      -22-


reference to the inspection, or award such other and further relief as the
Court may deem just and proper.

     7.3 REPRESENTATION OF SHARES OF OTHER CORPORATIONS. The president or any
other officer of this corporation authorized by the board of directors is
authorized to vote, represent, and exercise on behalf of this corporation all
rights incident to any and all shares of any other corporation or
corporations standing in the name of this corporation. The authority herein
granted may be exercised either by such person directly or by any other
person authorized to do so by proxy or power of attorney duly executed by
such person having the authority.

                                  ARTICLE VIII

                                 GENERAL MATTERS

     8.1 RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING. For purposes
of determining 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 other lawful action, the board of
directors may fix, in advance, a record date, which shall not be more than
sixty (60) days before any such action. In that case, only stockholders of
record at the close of business on the date so fixed are entitled to receive
the dividend, distribution or allotment of rights, or to exercise such
rights, as the case may be, notwithstanding any transfer of any shares on the
books of the corporation after the record date so fixed, except as otherwise
provided in the Certificate of Incorporation, by these Bylaws, by agreement
or by law.

         If the board of directors does not so fix a record date, then 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
applicable resolution or the sixtieth (60th) day before the date of that
action, whichever is later.

     8.2 CHECKS; DRAFTS; EVIDENCES OF INDEBTEDNESS. From time to time, the
board of directors shall determine by resolution which person or persons may
sign or endorse all checks, drafts, other orders for payment of money, notes
or other evidences of indebtedness that are issued in the name of or payable
to the corporation, and only the persons so authorized shall sign or endorse
those instruments.

     8.3 CORPORATE CONTRACTS AND INSTRUMENTS; HOW EXECUTED. The board of
directors, except as otherwise provided in these Bylaws, may authorize any
officer or officers, or agent or agents, to enter into any contract or
execute any instrument in the name of and on behalf of the corporation; such
authority may be general or confined to specific instances. Unless so
authorized or ratified by the board of directors or within the agency power
of an officer, no officer, agent or employee shall have any power or
authority to bind the corporation by any contract or engagement or to pledge
its credit or to render it liable for any purpose or for any amount.

                                      -23-


     8.4 FISCAL YEAR. The fiscal year of this corporation shall begin on the
first day of November of each year and end on the last day of October of the
following year.

     8.5 STOCK CERTIFICATES. There shall be issued to each holder of fully
paid shares of the capital stock of the corporation a certificate or
certificates for such shares. Every holder of shares of 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, or
the president or a vice president, and by the treasurer or an assistant
treasurer, or the secretary or an assistant secretary of such corporation
representing the number of shares registered in certificate form. 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 has ceased to be such officer, transfer agent
or registrar before such certificate is issued, it may be issued by the
corporation with the same effect as if he or she were such officer, transfer
agent or registrar at the date of issue.

     8.6 SPECIAL DESIGNATION ON CERTIFICATES. If the corporation is
authorized to issue more than one class of stock or more than one series of
any class, then the powers, the designations, the preferences, and the
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 that the corporation shall issue to
represent such class or series of stock; provided, however, that, except as
otherwise provided in Section 202 of the General Corporation Law of Delaware,
in lieu of the foregoing requirements there may be set forth on the face or
back of the certificate that 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, the
designations, the preferences, and the 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.

     8.7 LOST CERTIFICATES. The corporation may issue a new share certificate
or new certificate for any other security 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 the owner's legal representative to give the corporation a
bond (or other adequate security) sufficient to indemnify it against any
claim that may be made against it (including any expense or liability) on
account of the alleged loss, theft or destruction of any such certificate or
the issuance of such new certificate. The board of directors may adopt such
other provisions and restrictions with reference to lost certificates, not
inconsistent with applicable law, as it shall in its discretion deem
appropriate.

     8.8 CONSTRUCTION; DEFINITIONS. Unless the context requires otherwise,
the general provisions, rules of construction, and definitions in the General
Corporation Law of Delaware shall govern the construction of these Bylaws.
Without limiting the generality of this provision, the singular number
includes the plural, the plural number includes the singular, and the term
"person" includes both a corporation and a natural person.

                                      -24-


     8.9 PROVISIONS ADDITIONAL TO PROVISIONS OF LAW. All restrictions,
limitations, requirements and other provisions of these Bylaws shall be
construed, insofar as possible, as supplemental and additional to all
provisions of law applicable to the subject matter thereof and shall be fully
complied with in addition to the said provisions of law unless such
compliance shall be illegal.

     8.10 PROVISIONS CONTRARY TO PROVISIONS OF LAW. Any article, section,
subsection, subdivision, sentence, clause or phrase of these Bylaws which
upon being construed in the manner provided in Section 8.9 hereof, shall be
contrary to or inconsistent with any applicable provisions of law, shall not
apply so long as said provisions of law shall remain in effect, but such
result shall not affect the validity or applicability of any other portions
of these Bylaws, it being hereby declared that these Bylaws would have been
adopted and each article, section, subsection, subdivision, sentence, clause
or phrase thereof, irrespective of the fact that any one or more articles,
sections, subsections, subdivisions, sentences, clauses or phrases is or are
illegal.

     8.11 NOTICES. Any reference in these Bylaws to the time a notice is
given or sent means, unless otherwise expressly provided, the time a written
notice by mail is deposited in the United States mails, postage prepaid; or
the time any other written notice is personally delivered to the recipient or
is delivered to a common carrier for transmission, or actually transmitted by
the person giving the notice by electronic means, to the recipient; or the
time any oral notice is communicated, in person or by telephone or wireless,
to the recipient or to a person at the office of the recipient who the person
giving the notice has reason to believe will promptly communicate it to the
recipient.

                                   ARTICLE IX

                                   AMENDMENTS

         Subject to Section 6.7 hereof, the original or other bylaws of the
corporation may be adopted, amended or repealed by the stockholders entitled
to vote; provided, however, that the corporation may, in its Certificate of
Incorporation, confer the power to adopt, amend or repeal bylaws upon the
directors. The fact that such power has been so conferred upon the directors
shall not divest the stockholders of the power, nor limit their power to
adopt, amend or repeal bylaws. Notwithstanding the foregoing, amendment or
deletion of all or any portion of Article II hereof, Section 3.2 hereof,
Section 3.3 hereof, Section 3.4 hereof, Section 6.1 hereof or this Article IX
by the stockholders of the corporation shall require the affirmative vote of
sixty-six and two-thirds percent (66 2/3%) of the outstanding shares entitled
to vote thereon.

         Whenever an amendment or new bylaw is adopted, it shall be copied in
the book of bylaws with the original bylaws, in the appropriate place. If any
bylaw is repealed, the fact of repeal with the date of the meeting at which
the repeal was enacted or the filing of the operative written consent(s)
shall be stated in said book.

Amended and restated effective August 25, 2001

                                      -25-