EXHIBIT 3.2


                          AMENDED AND RESTATED BY-LAWS

                                       OF

                              NALCO HOLDING COMPANY

                               ------------------

                                    ARTICLE I

                            MEETINGS OF STOCKHOLDERS
                            ------------------------

          Section 1.1. Place of Meeting and Notice. Meetings of the stockholders
of Nalco Holding Company (the "Corporation") shall be held at such place either
within or without the State of Delaware as the Board of Directors may determine.

          Section 1.2. Annual Meetings. Annual meetings of stockholders shall be
held at a date, time and place fixed by the Board of Directors and stated in the
notice of meeting, to elect a Board of Directors and to transact such other
business as may properly come before the meeting.

          Section 1.3. Special Meetings. Special meetings of stockholders may be
called by the Chairman of the Board of Directors or by the Chief Executive
Officer or Secretary at the direction of the Board of Directors pursuant to a
resolution approved by the Board of Directors.

          Section 1.4. Notice. Except as otherwise provided by law, at least 10
and not more than 60 days before each meeting of stockholders, written notice of
the time, date and place of the meeting, and, in the case of a special meeting,
the purpose or purposes for which the meeting is called, shall be given to each
stockholder of record entitled to vote at the meeting at such address as appears
on the records of the Corporation.

          Section 1.5. Quorum. At any meeting of stockholders, the holders of
record, present in person or by proxy, of a majority of the Corporation's issued
and outstanding capital stock, shall constitute a quorum for the transaction of
business, except as otherwise provided by law. In the absence of a quorum, any
officer entitled to preside at or to act as secretary of the meeting shall have
the power to adjourn the meeting from time to time until a quorum is present.

          Section 1.6. Voting. At all meetings of the stockholders, each
stockholder shall be entitled to vote, in person or by proxy, the shares of
voting stock owned by such stockholder of record on the record date for the
meeting. When a quorum is present or represented 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 law, of the
Corporation's Restated Certificate of Incorporation (as the same may be
amended), or of these By-laws, a different vote is required, in which case such
express provision shall govern and control the decision of such question.



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          Section 1.7. Notice of Stockholder Business and Nominations.

          (A) Annual Meetings of Stockholders.

          (1) Nominations of persons for election to the Board of Directors of
     the Corporation and the proposal of business to be considered by the
     stockholders may be made as provided in the Stockholders Agreement, dated
     as of                , 2004(the "Stockholders Agreement"), as amended from
     time to time, among the Corporation, Nalco LLC and certain of its members
     (with respect to nominations of persons for election to the Board of
     Directors only) or at an annual meeting of stockholders (a) pursuant to the
     Corporation's notice of meeting (or any supplement thereto), (b) by or at
     the direction of the Chairman of the Board or the Board of Directors or (c)
     by any stockholder of the Corporation who is entitled to vote at the
     meeting, who complied with the notice procedures set forth in paragraphs
     (A)(2) and (A)(3) of this Section 1.7 and who was a stockholder of record
     at the time such notice is delivered to the Secretary of the Corporation.

          (2) For nominations or other business to be properly brought before an
     annual meeting by a stockholder pursuant to clause (c) of paragraph (A)(1)
     of this Section 1.7, the stockholder must have given timely notice thereof
     in writing to the Secretary of the Corporation, and any such proposed
     business other than nominations of persons for election to the Board of
     Directors must constitute 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 less than 90 days nor
     more than 120 days prior to the first anniversary date of the preceding
     year's annual meeting; provided, however, that in the event that the date
     of the annual meeting is more than 30 days before, or more than 70 days
     after such anniversary date, notice by the stockholder to be timely must be
     so delivered not earlier than the close of business on the 120th day prior
     to such annual meeting and not later than the close of business on the
     later of the 90th day prior to such annual meeting or the tenth day
     following the day on which public announcement of the date of such meeting
     is first made. In no event shall the public announcement of an adjournment
     or postponement of an annual meeting commence a new time period (or extend
     any time period) for the giving of a stockholder's notice as described
     above. Such stockholder's notice shall set forth (a) as to each person whom
     the stockholder proposes to nominate for election or re-election 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"), including such person's written consent to being named in
     the proxy statement 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 text of the proposal or business (including the
     text of any resolutions proposed for consideration and in the event that
     such business includes a proposal to amend the By-laws of the Corporation,
     the language of the proposed amendment), the reasons for conducting such
     business at the meeting and any material interest in such business of such
     stockholder and the beneficial owner, if any, on whose behalf the proposal
     is made; and (c) as to the stockholder giving the notice and the


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     beneficial owner, if any, on whose behalf the nomination or proposal is
     made (i) the name and address of such stockholder, as they appear on the
     Corporation's books and records, and of such beneficial owner, (ii) the
     class and number of shares of capital stock of the Corporation which are
     owned beneficially and of record by such stockholder and such beneficial
     owner, (iii) a representation that the stockholder is a holder of record of
     stock of the Corporation entitled to vote at such meeting and intends to
     appear in person or by proxy at the meeting to propose such business or
     nomination and (iv) a representation whether the stockholder or the
     beneficial owner, if any, intends or is part of a group which intends (x)
     to deliver a proxy statement and/or form of proxy to holders of at least
     the percentage of the Corporation's outstanding capital stock required to
     approve or adopt the proposal or elect the nominee and/or (y) otherwise to
     solicit proxies from stockholders in support of such proposal or
     nomination. The foregoing notice requirements shall be deemed satisfied by
     a stockholder if the stockholder has notified the Corporation of his or her
     intention to present a proposal at an annual meeting in compliance with
     Rule 14a-8 (or any successor thereof) promulgated under the Exchange Act
     and such stockholder's proposal has been included in a proxy statement that
     has been prepared by the Corporation to solicit proxies for such annual
     meeting. The Corporation may require any proposed nominee to furnish such
     other information as it may reasonably require to determine the eligibility
     of such proposed nominee to serve as a director of the Corporation.

          (3) Notwithstanding anything in the second sentence of paragraph
     (A)(2) of this Section 1.7 to the contrary, in the event that the number of
     directors to be elected to the Board of Directors of the Corporation at an
     annual meeting is increased, and there is no public announcement naming all
     of the nominees for director or specifying the size of the increased Board
     of Directors made by the Corporation at least 100 days prior to the first
     anniversary of the preceding year's annual meeting, a stockholder's notice
     required by this Section 1.7 shall also be considered timely, but only with
     respect to nominees for any new positions created by such increase, if it
     shall be delivered to the Secretary at the principal executive offices of
     the Corporation not later than the close of business on the tenth day
     following the day on which such public announcement is first made by the
     Corporation.

          (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. Nominations of
persons for election to the Board of Directors may be made at a special meeting
of stockholders at which directors are to be elected pursuant to the
Corporation's notice of meeting (a) by or at the direction of the Board of
Directors or (b) provided that the Board of Directors has determined that
directors shall be elected at such meeting, by any stockholder of the
Corporation who is entitled to vote at the meeting, who complies with the notice
procedures set forth in this Section 1.7 and who is a stockholder of record at
the time such notice is delivered to the Secretary of the Corporation. 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, any such stockholder
entitled to vote in such election of directors may nominate a person or persons
(as the case may be) for election to such position(s) as specified in the
Corporation's notice of meeting, if the stockholder's notice as required by
paragraph (A)(2) of this Section 1.7 shall be delivered to the Secretary at the


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principal executive offices of the Corporation not earlier than the close of
business on the 120th day prior to such special meeting and not later than the
close of business on the later of the 90th day prior to such special meeting or
the 10th 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 of an adjournment or postponement of a special meeting commence a
new time period (or extend any time period) for the giving of a stockholders'
notice as described above.

          (C) General.

          (1) Only persons who are nominated in accordance with the procedures
     set forth in this Section 1.7 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 1.7. Except as otherwise provided by law, the
     Restated Certificate of Incorporation or these By-laws, the chairman of the
     meeting shall have the power and duty (A) to determine whether a nomination
     or any business proposed to be brought before the meeting was made in
     accordance with the procedures set forth in this Section 1.7 and, if any
     proposed nomination or business is not in compliance with this Section 1.7,
     to declare that such defective nomination shall be disregarded or that such
     proposed business shall not be transacted. Notwithstanding the foregoing
     provisions of this Section 1.7, if the stockholder (or a qualified
     representative of the stockholder) does not appear at the annual or special
     meeting of stockholders of the Corporation to present a nomination or
     business, such nomination shall be disregarded and such proposed business
     shall not be transacted, notwithstanding that proxies in respect of such
     vote may have been received by the Corporation.

          (2) For purposes of this Section 1.7, "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 1.7, a
     stockholder shall also comply with all applicable requirements of the
     Exchange Act and the rules and regulations thereunder with respect to the
     matters set forth in this Section 1.7. Nothing in this Section 1.7 shall be
     deemed to affect any rights of (A) stockholders to request inclusion of
     proposals in the Corporation's proxy statement pursuant to Rule 14a-8 under
     the Exchange Act or (B) of the holders of any series of Preferred Stock to
     elect directors pursuant to any applicable provisions of the Amended and
     Restated Certificate of Incorporation.

                                                                               5

                                   ARTICLE II

                               BOARD OF DIRECTORS
                               ------------------

          Section 2.1. Number, Election and Tenure. The Board of Directors of
the Corporation shall consist of not less than three or more than fifteen
directors, the exact number to be fixed exclusively by the Board of Directors
pursuant to a resolution adopted by a majority of the Board of Directors and in
accordance with the Stockholders Agreement. The directors shall be elected as
provided in the Amended and Restated Certificate of Incorporation and each
director shall hold office until his successor shall have been elected and shall
qualify, subject, however, to prior resignation, retirement, disqualification or
removal from office.

          Section 2.2. Resignation, Removal and Vacancies and Newly Created
Directorships.

          (A) Resignations. Any director of the Corporation may resign at any
time by giving notice in writing or by electronic transmission to the Chairman,
the Chief Executive Officer or to the Secretary of the Corporation. The
resignation of any director shall take effect at the time of the receipt of such
notice or at any later time specified therein; and, unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective.

          (B) Removal of Directors. Unless otherwise provided by the
Stockholders Agreement, any director may be removed only for cause by the
affirmative vote of holders of at least 80 percent in voting power of all the
shares of the Corporation entitled to vote generally in the election of
directors, voting as a single class, and the vacancy on the Board of Directors
caused by any such removal may be filled in accordance with the Amended and
Restated Certificate of Incorporation.

          (C) Vacancies and Newly Created Directorships. Vacancies and newly
created directorships resulting from any increase in the number of directors
shall be filled in accordance with the Amended and Restated Certificate of
Incorporation and the Stockholders Agreement.

          Section 2.3. Meetings. Regular meetings of the Board of Directors
shall be held at such times and places as may from time to time be fixed by the
Board of Directors or as may be specified in a notice of meeting. Special
meetings of the Board of Directors may be held at any time upon the call of the
Chairman or the Chief Executive Officer and shall be called by the Chief
Executive Officer or Secretary if directed by the Board of Directors.

          Section 2.4. Notice. Notice need not be given of regular meetings of
the Board of Directors. At least one business day before each special meeting of
the Board of Directors, written or oral (either in person or by telephone),
notice of the time, date and place of the meeting and the purpose or purposes
for which the meeting is called, shall be given to each Director; provided that
notice of any meeting need not be given to any Director who shall be present at
such meeting (in person or by telephone) or who shall waive notice thereof in
writing either before or after such meeting.

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          Section 2.5. Quorum. One-third of the total number of Directors shall
constitute a quorum for the transaction of business. If a quorum is not present
at any meeting of the Board of Directors, the Directors present may adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until such a quorum is present. Except as otherwise provided by law,
the Amended and Restated Certificate of Incorporation of the Corporation, these
By-laws or any contract or agreement to which the Corporation is a party, the
act of a majority of the Directors present at any meeting at which there is a
quorum shall be the act of the Board of Directors.

          Section 2.6. Committees. The Board of Directors may, by resolution
adopted by a majority of the whole Board, designate one or more committees,
including, without limitation, an Executive Committee, to have and exercise such
power and authority as the Board of Directors shall specify. 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 he or
they constitute a quorum, may unanimously appoint another Director to act as the
absent or disqualified member.

          Section 2.7. Action Without Meeting. Unless otherwise restricted by
the Amended and Restated Certificate of Incorporation or these By-laws, 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 committee, as the case may be, consent thereto in
writing, and the writing or writings are filed with the minutes of proceedings
of the Board of Directors.

          Section 2.8. Attendance by Telephone. The members of the Board of
Directors or any committee thereof may participate in a meeting of such Board or
committee, as the case may be, by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
subsection shall constitute presence in person at such a meeting.

          Section 2.9. Compensation. The Board of Directors may establish
policies for the compensation of directors and for the reimbursement of the
expenses of directors, in each case, in connection with services provided by
directors to the Corporation.


                                   ARTICLE III

                                    OFFICERS
                                    --------

          Section 3.1. Enumeration, Duties and Removal. The officers of the
Corporation shall consist of a Chief Executive Officer, which shall have all
powers granted to a president under the DGCL, a Secretary, and a Treasurer, and
such other additional officers with such titles as the Board of Directors shall
determine, all of which shall be chosen by and shall serve at the pleasure of
the Board of Directors. Such officers shall have the usual powers and shall
perform all the usual duties incident to their respective offices. All officers
shall be subject to the supervision and direction of the Board of Directors. The
authority, duties or responsibilities of any officer of the Corporation may be
suspended by the President with or without cause. Any


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officer elected or appointed by the Board of Directors may be removed by the
Board of Directors with or without cause.


                                   ARTICLE IV

                                 INDEMNIFICATION
                                 ---------------

          Section 4.1. Indemnification Respecting Third Party Claims.

          (A) Indemnification of Directors and Officers. The Corporation, to the
fullest extent permitted and in the manner required, by the laws of the State of
Delaware as in effect from time to time shall indemnify in accordance with the
following provisions of this Article any person who was or is made a party to or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding (including any appeal thereof), whether civil, criminal,
administrative, regulatory or investigative in nature (other than an action by
or in the right of the Corporation), by reason of the fact that such person is
or was a director or officer of the Corporation, or, if at a time when he or she
was a director or officer of the Corporation, is or was serving at the request
of, or to represent the interests of, the Corporation as a director, officer,
partner, member, trustee, fiduciary, employee or agent (a "Subsidiary Officer")
of another corporation, partnership, joint venture, limited liability company,
trust, employee benefit plan or other enterprise including any charitable or
not-for-profit public service organization or trade association (an "Affiliated
Entity"), against expenses (including attorneys' fees and disbursements), costs,
judgments, fines, penalties and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding if such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful; provided, however,
that (i) the Corporation shall not be obligated to indemnify a director or
officer of the Corporation or a Subsidiary Officer of any Affiliated Entity
against expenses incurred in connection with an action, suit, proceeding or
investigation to which such person is threatened to be made a party but does not
become a party unless such expenses were incurred with the approval of the Board
of Directors, a committee thereof or the Chairman, a Vice Chairman or the Chief
Executive Officer of the Corporation and (ii) the Corporation shall not be
obligated to indemnify against any amount paid in settlement unless the
Corporation has consented to such settlement. The termination of any action,
suit or proceeding by judgment, order, settlement or conviction or upon a plea
of nolo contendere or its equivalent shall not, of itself, create a presumption
that the person did not act in good faith and in a manner which such person
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, that such
person had reasonable cause to believe that his or her conduct was unlawful.
Notwithstanding anything to the contrary in the foregoing provisions of this
paragraph, a person shall not be entitled, as a matter of right, to
indemnification pursuant to this paragraph against costs or expenses incurred in
connection with any action, suit or proceeding commenced by such person against
the Corporation or any Affiliated Entity or any person who is or was a director,
officer, partner, member, fiduciary, employee or agent of the Corporation or a
Subsidiary Officer of any Affiliated Entity in their


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capacity as such, but such indemnification may be provided by the Corporation in
a specific case as permitted by Section 4.6 of this Article.

          (B) Indemnification of Employees and Agents. The Corporation may
indemnify any employee or agent of the Corporation in the manner and to the same
or a lesser extent that it shall indemnify any director or officer under
paragraph (a) above in this Section 4.1.

          Section 4.2. Indemnification Respecting Derivative Claims.

          (A) Indemnification of Directors and Officers. The Corporation, to the
fullest extent permitted and in the manner required, by the laws of the State of
Delaware as in effect from time to time shall indemnify, in accordance with the
following provisions of this Article, any person who was or is made a party to
or is threatened to be made a party to any threatened, pending or completed
action or suit (including any appeal thereof) brought by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact that such
person is or was a director or officer of the Corporation, or, if at a time when
he or she was a director or officer to the Corporation, is or was serving at the
request of, or to represent the interests of, the Corporation as a Subsidiary
Officer of an Affiliated Entity against expenses (including attorneys' fees and
disbursements) and costs actually and reasonably incurred by such person in
connection with such action or suit if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the Corporation, except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the Corporation unless, and only to the extent that,
the Court of Chancery of the State of Delaware or the court in which such
judgment was rendered shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses and
costs as the Court of Chancery of the State of Delaware or such other court
shall deem proper; provided, however, that the Corporation shall not be
obligated to indemnify a director or officer of the Corporation or a Subsidiary
Officer of any Affiliated Entity against expenses incurred in connection with an
action or suit to which such person is threatened to be made a party but does
not become a party unless such expenses were incurred with the approval of the
Board of Directors, a committee thereof, or the Chairman, a Vice Chairman or the
Chief Executive Officer of the Corporation. Notwithstanding anything to the
contrary in the foregoing provisions of this paragraph, a person shall not be
entitled, as a matter of right, to indemnification pursuant to this paragraph
against costs and expenses incurred in connection with any action or suit in the
right of the Corporation commenced by such Person, but such indemnification may
be provided by the Corporation in any specific case as permitted by Section 4.6
of this Article.

          (B) Indemnification of Employees and Agents. The Corporation may
indemnify any employee or agent of the Corporation in the manner and to the same
or a lesser extent that it shall indemnify any director or officer under
paragraph (a) above in this Section 4.2.

          Section 4.3. Determination of Entitlement to Indemnification. Any
indemnification to be provided under Section 4.1 or 4.2 of this Article (unless
ordered by a court


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of competent jurisdiction) shall be made by the Corporation only as authorized
in the specific case upon a determination that indemnification is proper under
the circumstances because such person has met the applicable standard of conduct
set forth in such paragraph. Such determination shall be made (i) by the Board
of Directors by a majority vote of a quorum consisting of directors who were not
parties to the action, suit or proceeding in respect of which indemnification is
sought or by majority vote of the members of a committee of the Board of
Directors composed of at least three members each of whom is not a party to such
action, suit or proceeding, or (ii) if such a quorum is not obtainable and/or
such a committee is not established or obtainable, or, even if obtainable, if a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion, or (iii) by the stockholders entitled to vote thereon. In the
event a request for indemnification is made by any person referred to in
paragraph (a) of Section 4.1 or 4.2 of this Article, the Corporation shall use
its best efforts to cause such determination to be made not later than 90 days
after such request is made.

          Section 4.4. Right to Indemnification in Certain Circumstances.

          (A) Indemnification Upon Successful Defense. Notwithstanding the other
provisions of this Article, to the extent that a director, officer, employee or
agent of the Corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in any of paragraphs (a)
or (b) of Section 4.1 or 4.2 of this Article, or in defense of any claim, issue
or matter therein, such person shall be indemnified against expenses (including
attorneys' fees and disbursements) and costs actually and reasonably incurred by
such person in connection therewith.

          (B) Indemnification for Service As a Witness. To the extent any person
who is or was a director or officer of the Corporation has served or prepared to
serve as a witness in any action, suit or proceeding (whether civil, criminal,
administrative, regulatory or investigative in nature), including any
investigation by any legislative body or any regulatory or self-regulatory body
by which the Corporation's business is regulated, by reason of his or her
services as a director or officer of the Corporation or his or her service as a
Subsidiary Officer of an Affiliated Entity at a time when he or she was a
director or officer of the Corporation (assuming such person is or was serving
at the request of, or to represent the interests of, the Corporation as a
Subsidiary Officer of such Affiliated Entity) but excluding service as a witness
in an action or suit commenced by such person, the Corporation shall indemnify
such person against out-of-pocket costs and expenses (including attorneys' fees
and disbursements) actually and reasonably incurred by such person in connection
therewith and shall use its best efforts to provide such indemnity within 45
days after receipt by the Corporation from such person of a statement requesting
such indemnification, averring such service and reasonably evidencing such
expenses and costs; it being understood, however, that the Corporation shall
have no obligation under this Article to compensate such person for such
person's time or efforts so expended. The Corporation may indemnify any employee
or agent of the Corporation to the same or a lesser extent as it may indemnify
any director or officer of the Corporation pursuant to the foregoing sentence of
this paragraph.

          Section 4.5. Advances of Expenses.


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          (A) Advances to Directors and Officers. Expenses and costs, incurred
by any person referred to in paragraph (a) of Section 4.1 or 4.2 of this Article
in defending a civil, criminal, administrative, regulatory or investigative
action, suit or proceeding shall be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking in writing by or on behalf of such person to repay such amount if it
shall ultimately be determined that such person is not entitled to be
indemnified in respect of such costs and expenses by the Corporation as
authorized by this Article.

          (B) Advances to Employees and Agents. Expenses and costs incurred by
any person referred to in paragraph (b) of Section 4.1 or 4.2 of this Article in
defending a civil, criminal, administrative, regulatory or investigative action,
suit or proceeding may be paid by the Corporation in advance of the final
disposition of such action, suit or proceeding as authorized by the Board of
Directors, a committee thereof or an officer of the Corporation authorized to so
act by the Board of Directors upon receipt of an undertaking in writing by or on
behalf of such person to repay such amount if it shall ultimately be determined
that such person is not entitled to be indemnified by the Corporation in respect
of such costs and expenses as authorized by this Article.

          Section 4.6. Indemnification Not Exclusive. The provision of
indemnification to or the advancement of expenses and costs to any person under
this Article, or the entitlement of any person to indemnification or advancement
of expenses and costs under this Article, shall not limit or restrict in any way
the power of the Corporation to indemnify or advance expenses and costs to such
person in any other way permitted by law or be deemed exclusive of, or
invalidate, any right to which any person seeking indemnification or advancement
of expenses and costs may be entitled under any law, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in such
person's capacity as an officer, director, employee or agent of the Corporation
and as to action in any other capacity.

          Section 4.7. Corporate Obligations; Reliance. The provisions of this
Article shall be deemed to create a binding obligation on the part of the
Corporation to the persons who from time to time are elected officers or
directors of the Corporation, and such persons in acting in their capacities as
officers or directors of the Corporation or Subsidiary Officers of any
Affiliated Entity shall be entitled to rely on such provisions of this Article,
without giving notice thereof to the Corporation.

          Section 4.8. Accrual of Claims; Successors. The indemnification
provided or permitted under the foregoing provisions of this Article shall or
may, as the case may be, apply in respect of any expense, cost, judgment, fine,
penalty or amount paid in settlement, whether or not the claim or cause of
action in respect thereof accrued or arose before or after the effective date of
such provisions of this Article. The right of any person who is or was a
director, officer, employee or agent of the Corporation to indemnification or
advancement of expenses as provided under the foregoing provisions of this
Article shall continue after he or she shall have ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
distributees, executors, administrators and other legal representatives of such
person.


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          Section 4.9. 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, or to
represent the interests of, the Corporation as a Subsidiary Officer of any
Affiliated Entity, against any liability asserted against such person and
incurred by such person in any such capacity, or arising out of such person's
status as such, whether or not the Corporation would have the power to indemnify
such person against such liability under the provisions of this Article or
applicable law.

          Section 4.10. Definitions of Certain Terms. For purposes of this
Article, (i) references to "the Corporation" shall include, in addition to the
resulting corporation, any constituent corporation (including any constituent of
a constituent) absorbed into the Corporation in a consolidation or merger if
such corporation would have been permitted (if its corporate existence had
continued) under applicable law to indemnify its directors, officers, employees
or agents, so that any person who is or was a director, officer, employee or
agent of such constituent corporation, or is or was serving at the request, or
to represent the interests of, such constituent corporation as a director,
officer, employee or agent of any Affiliated Entity shall stand in the same
position under the provisions of this Article with respect to the resulting or
surviving corporation as such person would have with respect to such constituent
corporation if its separate existence had continued; (ii) references to "fines"
shall include any excise taxes assessed on a person with respect to an employee
benefit plan; (iii) references to "serving at the request of the Corporation"
shall include any service as a director, officer, partner, member, trustee,
fiduciary, employee or agent of the Corporation or any Affiliated Entity which
service imposes duties on, or involves services by, such director, officer,
partner, member, trustee, fiduciary, employee or agent with respect to an
employee benefit plan, its participants, or beneficiaries and (iv) a person who
acted in good faith and in a manner such person reasonably believed to be in the
interest of the participants and beneficiaries of an employee benefit plan shall
be deemed to have acted in a manner "not opposed to the best interest of the
Corporation" as referred to in this Article.


                                    ARTICLE V

                              CERTIFICATES OF STOCK
                              ---------------------

          Section 5.1. Form. The shares of stock of the Corporation shall be
represented by certificates, provided that the Board of Directors may provide by
resolution or resolutions that some or all of any or all classes or series of
the Corporation's stock shall be uncertificated shares. Any such resolution
shall not apply to shares represented by a certificate until such certificate is
surrendered to the Corporation. Notwithstanding the adoption of such a
resolution by the Board of Directors, every holder of stock represented by
certificates and upon request every holder of uncertificated shares shall be
entitled to have a certificate signed by, or in the name of the Corporation by
the Chairman of the Board of Directors, or the Chief Executive Officer or a Vice
President, and by the Treasurer or an Assistant Treasurer or the Secretary or an
Assistant Secretary of the Corporation, or as otherwise permitted by law,
representing the number of shares registered in certificate form. Any or all the
signatures on the certificate may be a facsimile.

                                                                              12


          Section 5.2. Transfer. Transfers of stock shall be made on the books
of the Corporation by the holder of the shares in person or by such holder's
attorney upon surrender and cancellation of certificates for a like number of
shares, or as otherwise provided by law with respect to uncertificated shares.

          Section 5.3. Replacement. No certificate for shares of stock in the
Corporation shall be issued in place of any certificate alleged to have been
lost, stolen or destroyed, except upon production of such evidence of such loss,
theft or destruction and upon delivery to the Corporation of a bond of indemnity
in such amount, upon such terms and secured by such surety, as the Board of
Directors in its discretion may require.


                                   ARTICLE VI

                               General Provisions

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

          Section 6.2. Corporate Books. The books of the Corporation may be kept
at such place within or outside the State of Delaware as the Board of Directors
may from time to time determine.

          Section 6.3. Corporate Seal. The corporate seal shall have inscribed
thereon the name of the Corporation. In lieu of the corporate seal, when so
authorized by the Board of Directors or a duly empowered committee thereof, a
facsimile thereof may be impressed or affixed or reproduced.

          Section 6.4. Notice. Any written notices which may be or are required
to be given under these By-laws shall be delivered in person or given by postage
prepaid registered mail, overnight courier, or facsimile transmission with
receipt confirmed. Unless otherwise provided in these By-laws, notice by
registered mail shall be effective on the date it is officially recorded as
delivered by return receipt or equivalent, and in the absence of such record
delivery, it shall be presumed to have been delivered the fifth day, or next
business day thereafter, after it was deposited in the mail. Notice given by a
recognized next-day courier service shall be deemed given if delivered on the
first business day following the date of dispatch. Notice given by facsimile
transmission shall be deemed given when transmitted if received legibly and in
full by the recipient.

          Section 6.5. Waiver of Notice. Whenever any notice is required to be
given under law or the provisions of the Amended and Restated Certificate of
Incorporation or these By-laws, a waiver thereof in writing, signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent to notice.

                                                                              13


                                   ARTICLE VII

                                   AMENDMENTS
                                   ----------

          Section 7.1. In General. These By-laws may be amended, added to,
rescinded or repealed at any meeting of the Board of Directors or of the
stockholders, provided notice of the proposed change was given in the notice of
the meeting of the stockholders or, in the case of a meeting of the Board of
Directors, in a notice given not less than two days prior to the meeting;
provided, however, that, notwithstanding any other provisions of these By-laws
or any provision of law which might otherwise permit a lesser vote of the
stockholders, the affirmative vote of the holders of at least 80 percent in
voting power of all shares of the Corporation entitled to vote generally in the
election of directors, voting together as a single class, shall be required in
order for the stockholders to alter, amend or repeal Sections 1.3, 1.7, 2.1, 2.2
or this proviso to this Section 7.1 of these By-laws or to adopt any provision
inconsistent with any of such Sections or with this proviso.