EXHIBIT 3.5







                                RESTATED BY-LAWS

                                       OF

                                 CTC MEDIA, INC.
















                                TABLE OF CONTENTS



                                                                                                               Page
                                                                                                               ----

   ARTICLE I STOCKHOLDERS.........................................................................................1
   1.1            Place of Meetings...............................................................................1
   1.2            Annual Meeting..................................................................................1
   1.3            Special Meetings................................................................................1
   1.4            Notice of Meetings..............................................................................1
   1.5            Voting List.....................................................................................2
   1.6            Quorum..........................................................................................2
   1.7            Adjournments....................................................................................2
   1.8            Voting and Proxies..............................................................................2
   1.9            Action at Meeting...............................................................................3
   1.10           Conduct of Meetings.............................................................................3
   1.11           Action without Meeting..........................................................................4

   ARTICLE II DIRECTORS...........................................................................................5
   2.1            General Powers..................................................................................5
   2.2            Number; Election and Qualification..............................................................5
   2.3            Enlargement of the Board........................................................................5
   2.4            Tenure..........................................................................................5
   2.5            Vacancies.......................................................................................6
   2.6            Resignation.....................................................................................6
   2.7            Annual Meetings.................................................................................6
   2.8            Special Meetings................................................................................6
   2.9            Notice of Special Meetings......................................................................6
   2.10           Meetings by Conference Communications Equipment.................................................6
   2.11           Quorum..........................................................................................7
   2.12           Action at Meeting...............................................................................7
   2.13           Action by Consent...............................................................................7
   2.14           Removal.........................................................................................7
   2.15           Committees......................................................................................7
   2.16           Compensation of Directors.......................................................................8

   ARTICLE III OFFICERS...........................................................................................8
   3.1            Titles..........................................................................................8
   3.2            Election........................................................................................8
   3.3            Qualification...................................................................................8
   3.4            Tenure..........................................................................................8
   3.5            Resignation and Removal.........................................................................8
   3.6            Vacancies.......................................................................................9
   3.7            Chairman of the Board; Co-Chairman; Vice-Chairman...............................................9
   3.8            President; Chief Executive Officer..............................................................9
   3.9            Vice Presidents................................................................................10
   3.10           Secretary and Assistant Secretaries............................................................10



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   3.11           Treasurer and Assistant Treasurers.............................................................10
   3.12           Salaries.......................................................................................11

   ARTICLE IV CAPITAL STOCK......................................................................................11
   4.1            Issuance of Stock..............................................................................11
   4.2            Certificates of Stock..........................................................................11
   4.3            Transfers......................................................................................12
   4.4            Lost, Stolen or Destroyed Certificates.........................................................12
   4.5            Record Date....................................................................................12

   ARTICLE V GENERAL PROVISIONS..................................................................................13
   5.1            Fiscal Year....................................................................................13
   5.2            Corporate Seal.................................................................................13
   5.3            Waiver of Notice...............................................................................13
   5.4            Voting of Securities...........................................................................13
   5.5            Evidence of Authority..........................................................................13
   5.6            Certificate of Incorporation...................................................................14
   5.7            Severability...................................................................................14
   5.8            Pronouns.......................................................................................14

   ARTICLE VI AMENDMENTS.........................................................................................14
   6.1            By the Stockholders............................................................................14





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                                   ARTICLE I

                                  STOCKHOLDERS
                                  ------------

     1.1 Place of Meetings. All meetings of stockholders shall be held at such
place as may be designated from time to time by the Board of Directors, the
Chairman of the Board or any Co-Chairman, the Chief Executive Officer or the
President or, if not so designated, at the principal office of the corporation.
The Board of Directors may, in its sole discretion, determine that a meeting
shall not be held at any place, but may instead be held solely by means of
remote communication in a manner consistent with the General Corporation Law of
the State of Delaware.

     1.2 Annual Meeting. Unless directors are elected by consent in lieu of an
annual meeting, the annual meeting of stockholders for the election of directors
and for the transaction of such other business as may properly be brought before
the meeting shall be held on a date and at a time designated by the Board of
Directors, the Chairman of the Board, any Co-Chairman, the Chief Executive
Officer or the President (which date shall not be a legal holiday in the place
where the meeting is to be held). If no annual meeting is held in accordance
with the foregoing provisions, a special meeting may be held in lieu of the
annual meeting, and any action taken at that special meeting shall have the same
effect as if it had been taken at the annual meeting, and in such case all
references in these By-laws to the annual meeting of the stockholders shall be
deemed to refer to such special meeting.

     1.3 Special Meetings. Special meetings of stockholders for any purpose or
purposes may be called at any time by the Board of Directors, the Chairman of
the Board, any Co-Chairman, the Chief Executive Officer or the President, or the
holders of not less than 10% of all shares entitled to vote at the meeting, but
such special meetings may not be called by any other person or persons. Business
transacted at any special meeting of stockholders shall be limited to matters
relating to the purpose or purposes stated in the notice of meeting.

     1.4 Notice of Meetings. Except as otherwise provided by law, notice of each
meeting of stockholders, whether annual or special, shall be given not less than
10 nor more than 60 days before the date of the meeting to each stockholder
entitled to vote at such meeting. Without limiting the manner by which notice
otherwise may be given to stockholders, any notice shall be effective if given
by a form of electronic transmission consented to (in a manner consistent with
the General Corporation Law of the State of Delaware) by the stockholder to whom
the notice is given. The notices of all meetings shall state the place, if any,
date and time of the meeting and the means of remote communications, if any, by
which stockholders and proxyholders may be deemed to be present in person and
vote at such meeting. The notice of a special meeting shall state, in addition,
the purpose or purposes for which the meeting is called. If notice is given by
mail, such notice shall be deemed given when deposited in the United States
mail, postage prepaid, directed to the stockholder at such stockholder's address
as it appears on the records of the corporation. If notice is given by
electronic transmission, such notice shall be deemed given at the time specified
in Section 232 of the General Corporation Law of the State of Delaware.





     1.5 Voting List. The Secretary shall prepare, at least 10 days before every
meeting of stockholders, a complete list of the stockholders entitled to vote at
the meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting for a period of at least 10 days prior to the meeting:
(i) on a reasonably accessible electronic network, provided that the information
required to gain access to such list is provided with the notice of the meeting,
or (ii) during ordinary business hours, at the principal place of business of
the corporation. If the meeting is to be held at a place, then the list shall be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present. If the meeting
is to be held solely by means of remote communication, then the list shall also
be open to the examination of any stockholder during the whole time of the
meeting on a reasonably accessible electronic network, and the information
required to access such list shall be provided with the notice of the meeting.

     1.6 Quorum. Except as otherwise provided by law, the Certificate of
Incorporation or these By-laws, the holders of a majority in voting power of the
shares of the capital stock of the corporation issued and outstanding and
entitled to vote at the meeting, present in person, present by means of remote
communication in a manner, if any, authorized by the Board of Directors in its
sole discretion or represented by proxy, shall constitute a quorum for the
transaction of business. A quorum, once established at a meeting, shall not be
broken by the withdrawal of enough votes to leave less than a quorum.

     1.7 Adjournments. Any meeting of stockholders may be adjourned from time to
time to any other time and to any other place at which a meeting of stockholders
may be held under these By-laws by the stockholders present or represented at
the meeting and entitled to vote, although less than a quorum, or, if no
stockholder is present, by any officer entitled to preside at or to act as
secretary of such meeting. It shall not be necessary to notify any stockholder
of any adjournment of less than 30 days if the time and place, if any, of the
adjourned meeting, and the means of remote communication, if any, by which
stockholders and proxyholders may be deemed to be present in person and vote at
such adjourned meeting, are announced at the meeting at which adjournment is
taken, unless after the adjournment a new record date is fixed for the adjourned
meeting. At the adjourned meeting, the corporation may transact any business
which might have been transacted at the original meeting.

     1.8 Voting and Proxies. Each stockholder shall have one vote for each share
of stock entitled to vote held of record by such stockholder and a proportionate
vote for each fractional share so held, unless otherwise provided by law or the
Certificate of Incorporation. Each stockholder of record entitled to vote at a
meeting of stockholders, or to express consent or dissent to corporate action
without a meeting, may vote or express such consent or dissent in person
(including by means of remote communications, if any, by which stockholders may
be


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deemed to be present in person and vote at such meeting) or may authorize
another person or persons to vote or act for such stockholder by a proxy
executed or transmitted in a manner permitted by the General Corporation Law of
the State of Delaware by the stockholder or such stockholder's authorized agent
and delivered (including by electronic transmission) to the Secretary of the
corporation. No such proxy shall be voted or acted upon after three years from
the date of its execution, unless the proxy expressly provides for a longer
period.

     1.9 Action at Meeting. When a quorum is present at any meeting, any matter
other than the election of directors to be voted upon by the stockholders at
such meeting shall be decided by the affirmative vote of the holders of shares
of stock having a majority in voting power of the votes cast by the holders of
all of the shares of stock present or represented and voting on such matter (or
if there are two or more classes of stock entitled to vote as separate classes,
then in the case of each such class, the holders of a majority in voting power
of the stock of that class present or represented and voting on such matter),
except when a different vote is required by law, the Certificate of
Incorporation or these By-laws. When a quorum is present at any meeting, any
election by stockholders of directors shall be determined by a plurality of the
votes cast on the election.

1.10     Conduct of Meetings.

         (a) Chairman of Meeting. Meetings of stockholders shall be presided
over by the Chairman of the Board, if any, or in the Chairman's absence any
Co-Chairman of the Board, if any, or in the absence of any Co-Chairman, by the
Vice-Chairman, if any, or in the absence of any Vice-Chairman, by the Chief
Executive Officer, or in the Chief Executive Officer's absence by the President,
or in the President's absence by a Vice President, or in the absence of all of
the foregoing persons by a chairman designated by the Board of Directors, or in
the absence of such designation by a chairman chosen by vote of the stockholders
at the meeting. The Secretary shall act as secretary of the meeting, but in the
Secretary's absence the chairman of the meeting may appoint any person to act as
secretary of the meeting.

         (b) Rules, Regulations and Procedures. The Board of Directors of the
corporation may adopt by resolution such rules, regulations and procedures for
the conduct of any meeting of stockholders of the corporation as it shall deem
appropriate including, without limitation, such guidelines and procedures as it
may deem appropriate regarding the participation by means of remote
communication of stockholders and proxyholders not physically present at a
meeting. Except to the extent inconsistent with such rules, regulations and
procedures as adopted by the Board of Directors, the chairman of any meeting of
stockholders 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 appropriate for the proper conduct of the meeting. Such rules,
regulations or procedures, whether adopted by the Board of Directors or
prescribed by the chairman of the meeting, may include, without limitation, the
following: (i) the establishment of



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an agenda or order of business for the meeting; (ii) rules and procedures for
maintaining order at the meeting and the safety of those present; (iii)
limitations on attendance at or participation in the meeting to stockholders of
record of the corporation, their duly authorized and constituted proxies or such
other persons as shall be determined; (iv) restrictions on entry to the meeting
after the time fixed for the commencement thereof; and (v) limitations on the
time allotted to questions or comments by participants. 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 the rules of
parliamentary procedure.

1.11     Action without Meeting.

         (a) Taking of Action by Consent. Any action required or permitted to be
taken at any annual or special meeting of stockholders of the corporation may be
taken without a meeting, without prior notice and without a vote, if a consent
in writing, setting forth the action so taken, is signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote on such action were present and voted. Except as otherwise
provided by the Certificate of Incorporation, stockholders may act by written
consent to elect directors; provided, however, that, if such consent is less
than unanimous, such action by written consent may be in lieu of holding an
annual meeting only if all of the directorships to which directors could be
elected at an annual meeting held at the effective time of such action are
vacant and are filled by such action.

         (b) Electronic Transmission of Consents. A telegram, cablegram or other
electronic transmission consenting to an action to be taken and transmitted by a
stockholder or proxyholder, or by a person or persons authorized to act for a
stockholder or proxyholder, shall be deemed to be written, signed and dated for
the purposes of this section, provided that any such telegram, cablegram or
other electronic transmission sets forth or is delivered with information from
which the corporation can determine (A) that the telegram, cablegram or other
electronic transmission was transmitted by the stockholder or proxyholder or by
a person or persons authorized to act for the stockholder or proxyholder and (B)
the date on which such stockholder or proxyholder or authorized person or
persons transmitted such telegram, cablegram or electronic transmission. The
date on which such telegram, cablegram or electronic transmission is transmitted
shall be deemed to be the date on which such consent was signed. No consent
given by telegram, cablegram or other electronic transmission shall be deemed to
have been delivered until such consent is reproduced in paper form and until
such paper form shall be delivered to the corporation by delivery to its
registered office in the State of Delaware, its principal place of business or
an officer or agent of the corporation having custody of the book in which
proceedings of meetings of stockholders are recorded. Delivery made to a
corporation's registered office shall be made by hand or by certified or
registered mail, return receipt requested. Notwithstanding the foregoing
limitations on delivery, consents given by telegram,



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cablegram or other electronic transmission may be otherwise delivered to the
principal place of business of the corporation or to an officer or agent of the
corporation having custody of the book in which proceedings of meetings of
stockholders are recorded if, to the extent and in the manner provided by
resolution of the Board of Directors. Any copy, facsimile or other reliable
reproduction of a consent in writing may be substituted or used in lieu of the
original writing for any and all purposes for which the original writing could
be used, provided that such copy, facsimile or other reproduction shall be a
complete reproduction of the entire original writing.

         (c) Notice of Taking of Corporate Action. Prompt notice of the taking
of corporate action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented in writing and who,
if the action had been taken at a meeting, would have been entitled to notice of
the meeting if the record date for such meeting had been the date that written
consents signed by a sufficient number of holders to take the action were
delivered to the corporation.

                                   ARTICLE II

                                    DIRECTORS
                                    ---------

     2.1 General Powers. The business and affairs of the corporation shall be
managed by or under the direction of a Board of Directors, who may exercise all
of the powers of the corporation except as otherwise provided by law or the
Certificate of Incorporation.

     2.2 Number; Election and Qualification. Except as otherwise provided in the
Certificate of Incorporation, the number of directors which shall constitute the
whole Board of Directors shall be determined from time to time by resolution of
the stockholders or the Board of Directors, but in no event shall the number be
less than five nor more than eleven. Except as otherwise provided in the
Certificate of Incorporation, the number of directors may be decreased at any
time and from time to time either by the stockholders or by a majority of the
directors then in office, but only to eliminate vacancies existing by reason of
the death, resignation, removal or expiration of the term of one or more
directors. The directors shall be elected at the annual meeting of stockholders
by such stockholders as have the right to vote on such election. Directors need
not be stockholders of the corporation.

     2.3 Enlargement of the Board. Except as otherwise provided in the
Certificate of Incorporation, the number of directors may be increased at any
time and from time to time by the stockholders or by a majority of the directors
then in office.

     2.4 Tenure. Each director shall hold office until the next annual meeting
and until a successor is elected and qualified, or until such director's earlier
death, resignation or removal.



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     2.5 Vacancies. Any vacancy on the Board of Directors, however occurring,
including a vacancy resulting from an enlargement of the Board, may be filled by
vote of a majority of the directors then in office, although less than a quorum,
or by a sole remaining director unless and until such vacancy is filled by the
stockholders; provided, however, that so long as the Stockholders' Agreement
dated as of August 19, 2003 among the corporation and certain of its
stockholders is in effect (as amended from time to time, the "Stockholders'
Agreement"), any vacancy must be filled in compliance with such agreement. A
director elected to fill a vacancy shall be elected for the unexpired term of
such director's predecessor in office, and a director chosen to fill a position
resulting from an increase in the number of directors shall hold office until
the next annual meeting of stockholders and until a successor is elected and
qualified, or until such director's earlier death, resignation or removal.

     2.6 Resignation. Any director may resign by delivering a resignation in
writing or by electronic transmission to the corporation at its principal office
or to the Chairman of the Board, any Co-Chairman, the Chief Executive Officer,
the President or the Secretary. Such resignation shall be effective upon receipt
unless it is specified to be effective at some later time or upon the happening
of some later event.

     2.7 Annual Meetings. Annual meetings of the Board of Directors shall be
held without notice immediately after and at the same place as the annual
meeting of stockholders (if any).

     2.8 Special Meetings. Special meetings of the Board of Directors may be
called by two or more directors, or by one director in the event that there is
only a single director in office, the Chairman of the Board, any Co-Chairman,
the Chief Executive Officer or the President. Such special meetings may be held
at any time or place designated by such person(s) calling the meeting.

     2.9 Notice of Special Meetings. Notice of any special meeting of directors
shall be given to each director by the Secretary or by the officer or one of the
directors calling the meeting. Notice shall be duly given to each director (i)
in person or by telephone at least five days but no more than 30 days in advance
of the meeting, or (ii) by sending written notice via reputable overnight
courier, telecopy or electronic mail, or delivering written notice by hand, to
such director's last known business, home or electronic mail address at least
six days but no more than thirty days in advance of the meeting. A notice or
waiver of notice of a meeting of the Board of Directors need not specify the
purposes of the meeting.

     2.10 Meetings by Conference Communications Equipment. Directors may
participate in meetings of the Board of Directors or any committee thereof by
means of conference telephone or other communications equipment by means of
which all persons participating in the



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meeting can hear each other, and participation by such means shall constitute
presence in person at such meeting.

     2.11 Quorum. The greater of (a) a majority of the directors at any time in
office and (b) one-third of the number of directors fixed pursuant to Section
2.2 of these By-laws shall constitute a quorum. In the absence of a quorum at
any such meeting, a majority of the directors present may adjourn the meeting
from time to time without further notice other than announcement at the meeting,
until a quorum shall be present.

     2.12 Action at Meeting. At any meeting of the Board of Directors at which a
quorum is present, the vote of a majority of those present shall be sufficient
to take any action, unless a different vote is specified by law or the
Certificate of Incorporation.

     2.13 Action by Consent. 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 of Directors or committee, as the
case may be, consent to the action in writing or by electronic transmission, and
the written consents or electronic transmissions are filed with the minutes of
proceedings of the Board of Directors or committee.

     2.14 Removal. Except as otherwise provided by the General Corporation Law
of the State of Delaware, any one or more or all of the 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, except that the directors elected
by the holders of a particular class or series of stock may be removed without
cause only by vote of the holders of a majority of the outstanding shares of
such class or series. Notwithstanding the foregoing, so long as the
Stockholders' Agreement is in effect, the removal of any director shall be
effected in compliance with the Stockholders' Agreement.

     2.15 Committees. The Board of Directors may designate one or more
committees, each committee to consist of one or more of the directors of the
corporation. The Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee. In the absence or disqualification of a
member of a committee, the member or members of the committee present at any
meeting and not disqualified from voting, whether or not such member or members
constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any such absent or disqualified
member. Any such committee, to the extent provided in the resolution of the
Board of Directors and subject to the provisions of law, shall have and may
exercise all the powers and authority of the Board of Directors in the
management of the business and affairs of the corporation and may authorize the
seal of the corporation to be affixed to all papers which may require it. Each
such committee shall keep minutes and make such reports as the Board of
Directors may from time to time request. Except



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as the Board of Directors may otherwise determine, any committee may make rules
for the conduct of its business, but unless otherwise provided by the directors
or in such rules, its business shall be conducted as nearly as possible in the
same manner as is provided in these By-laws for the Board of Directors. Except
as otherwise provided in the Certificate of Incorporation, these By-laws, or the
resolution of the Board of Directors designating the committee, a committee may
create one or more subcommittees, each subcommittee to consist of one or more
members of the committee, and delegate a subcommittee any or all of the powers
and authority of the committee.

     2.16 Compensation of Directors. Directors may be paid such compensation for
their services and such reimbursement for expenses of attendance at meetings as
the Board of Directors may from time to time determine. No such payment shall
preclude any director from serving the corporation or any of its parent or
subsidiary entities in any other capacity and receiving compensation for such
service.

                                  ARTICLE III

                                    OFFICERS
                                    --------

     3.1 Titles. The officers of the corporation shall consist of a President,
one or more Vice-Presidents (if determined to be necessary by the Board of
Directors), a Secretary and a Treasurer. The corporation shall also have such
other officers as the Board of Directors shall determine, including a Chairman
of the Board, Co-Chairman of the Board, Vice-Chairman of the Board, Assistant
Secretaries and Assistant Treasurers. The Board of Directors may appoint such
other officers as it may deem appropriate or necessary from time to time. Any
two or more offices be held by the same person. The failure to elect a
President, Vice-President, Secretary or Treasurer or any other officer shall not
affect the existence of the corporation.

     3.2 Election. All officers shall be elected by the Board of Directors.

     3.3 Qualification. No officer need be a stockholder. Any two or more
offices may be held by the same person.

     3.4 Tenure. Except as otherwise provided by law, by the Certificate of
Incorporation or by these By-laws, each officer shall hold office until such
officer's successor is elected and qualified, unless a different term is
specified in the resolution electing or appointing such officer, or until such
officer's earlier death, resignation or removal.

     3.5 Resignation and Removal. Any officer may resign by delivering a written
resignation to the corporation at its principal office or to the Chief Executive
Officer, the



                                     - 8 -



President or the Secretary. Such resignation shall be effective upon receipt
unless it is specified to be effective at some later time or upon the happening
of some later event.

     Any officer may be removed at any time, with or without cause, by vote of a
majority of the directors then in office.

     Except as the Board of Directors may otherwise determine, no officer who
resigns or is removed shall have any right to any compensation as an officer for
any period following such officer's resignation or removal, or any right to
damages on account of such removal, whether such officer's compensation be by
the month or by the year or otherwise, unless such compensation is expressly
provided for in a duly authorized written agreement with the corporation.

     3.6 Vacancies. The Board of Directors may fill any vacancy occurring in any
office for any reason and may, in its discretion, leave unfilled for such period
as it may determine any offices other than those of President, Treasurer and
Secretary. Each such successor shall hold office for the unexpired term of such
officer's predecessor and until a successor is elected and qualified, or until
such officer's earlier death, resignation or removal.

     3.7 Chairman of the Board; Co-Chairman; Vice-Chairman. The Board of
Directors may appoint from its members a Chairman of the Board. The Board of
Directors may appoint two Co-Chairmen of the Board. If the Board of Directors
appoints a Chairman of the Board or two Co-Chairmen of the Board, he or they
shall preside at meetings of the stockholders and of the Board of Directors and
shall perform such other duties and possess such other powers as are assigned to
him or them by the Board of Directors. If the Board of Directors appoints a
Vice-Chairman of the Board, he shall, in the absence or disability of the
Chairman of the Board or the two Co-Chairmen of the Board, perform the duties
and exercise the powers of the Chairman of the Board or the Co-Chairman of the
Board, as the case may be, and shall perform such other duties and possess such
other powers as may from time to time be vested in him by the Board of
Directors. If the Chairman of the Board is also designated as the corporation's
Chief Executive Officer, such Chairman shall have the powers and duties of the
Chief Executive Officer prescribed in Section 3.8 of these By-laws.

     3.8 President; Chief Executive Officer. Unless the Board of Directors has
designated the Chairman of the Board or another person as the corporation's
Chief Executive Officer, the President shall be the Chief Executive Officer of
the corporation. The Chief Executive Officer shall have general charge and
supervision of the business of the corporation subject to the direction of the
Board of Directors. The President shall perform such other duties and shall have
such other powers as the Board of Directors or the Chief Executive Officer (if
the President is not the Chief Executive Officer) may from time to time
prescribe. In the event of the absence, inability or refusal to act of the Chief
Executive Officer or the President (if the President is not



                                     - 9 -



the Chief Executive Officer), the Vice President (or if there shall be more than
one, the Vice Presidents in the order determined by the Board of Directors)
shall perform the duties of the Chief Executive Officer and when so performing
such duties shall have all the powers of and be subject to all the restrictions
upon the Chief Executive Officer.

     3.9 Vice Presidents. Any Vice President shall perform such duties and
possess such powers as the Board of Directors or the Chief Executive Officer may
from time to time prescribe. The Board of Directors may assign to any Vice
President the title of Executive Vice President, Senior Vice President or any
other title selected by the Board of Directors.

     3.10 Secretary and Assistant Secretaries. The Secretary shall perform such
duties and shall have such powers as the Board of Directors or the Chief
Executive Officer may from time to time prescribe. In addition, the Secretary
shall perform such duties and have such powers as are incident to the office of
the secretary, including without limitation the duty and power to give notices
of all meetings of stockholders and special meetings of the Board of Directors,
to attend all meetings of stockholders and the Board of Directors and keep a
record of the proceedings, to maintain a stock ledger and prepare lists of
stockholders and their addresses as required, to be custodian of corporate
records and the corporate seal and to affix and attest to the same on documents.

     Any Assistant Secretary shall perform such duties and possess such powers
as the Board of Directors, the Chief Executive Officer or the Secretary may from
time to time prescribe. In the event of the absence, inability or refusal to act
of the Secretary, the Assistant Secretary, (or if there shall be more than one,
the Assistant Secretaries in the order determined by the Board of Directors)
shall perform the duties and exercise the powers of the Secretary.

     In the absence of the Secretary or any Assistant Secretary at any meeting
of stockholders or directors, the chairman of the meeting shall designate a
temporary secretary to keep a record of the meeting.

     3.11 Treasurer and Assistant Treasurers. The Treasurer shall perform such
duties and shall have such powers as may from time to time be assigned by the
Board of Directors or the Chief Executive Officer. In addition, the Treasurer
shall perform such duties and have such powers as are incident to the office of
treasurer, including without limitation the duty and power to keep and be
responsible for all funds and securities of the corporation, to deposit funds of
the corporation in depositories selected in accordance with these By-laws, to
disburse such funds as ordered by the Board of Directors, to make proper
accounts of such funds, and to render as required by the Board of Directors
statements of all such transactions and of the financial condition of the
corporation.



                                     - 10 -



         The Assistant Treasurers shall perform such duties and possess such
powers as the Board of Directors, the Chief Executive Officer or the Treasurer
may from time to time prescribe. In the event of the absence, inability or
refusal to act of the Treasurer, the Assistant Treasurer, (or if there shall be
more than one, the Assistant Treasurers in the order determined by the Board of
Directors) shall perform the duties and exercise the powers of the Treasurer.

     3.12 Salaries. Officers of the corporation shall be entitled to such
salaries, compensation or reimbursement as shall be fixed or allowed from time
to time by the Board of Directors.

                                   ARTICLE IV

                                  CAPITAL STOCK
                                  -------------

     4.1 Issuance of Stock. Subject to the provisions of the Certificate of
Incorporation, the whole or any part of any unissued balance of the authorized
capital stock of the corporation or the whole or any part of any shares of the
authorized capital stock of the corporation held in the corporation's treasury
may be issued, sold, transferred or otherwise disposed of by vote of the Board
of Directors in such manner, for such lawful consideration and on such terms as
the Board of Directors may determine.

     4.2 Certificates of Stock. Every holder of stock of the corporation shall
be entitled to have a certificate, in such form as may be prescribed by law and
by the Board of Directors, certifying the number and class of shares owned by
such holder in the corporation. Each such certificate shall be signed by, or in
the name of the corporation by, the Chairman, any Co-Chairman or Vice-Chairman,
if any, of the Board of Directors, or the President or a Vice President, and the
Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary
of the corporation. Any or all of the signatures on the certificate may be a
facsimile.

     Each certificate for shares of stock which are subject to any restriction
on transfer pursuant to the Certificate of Incorporation, these By-laws,
applicable securities laws or any agreement among any number of stockholders or
among such holders and the corporation shall have conspicuously noted on the
face or back of the certificate either the full text of the restriction or a
statement of the existence of such restriction.

     If the corporation shall be authorized to issue more than one class of
stock or more than one series of any class, the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of each certificate representing shares of such
class or series of stock, provided that in



                                     - 11 -



lieu of the foregoing requirements there may be set forth on the face or back of
each certificate representing shares of such class or series of stock a
statement that the corporation will furnish without charge to each stockholder
who so requests a copy of the full text of the powers, designations, preferences
and relative, participating, optional or other special rights of each class of
stock or series thereof and the qualifications, limitations or restrictions of
such preferences and/or rights.

     4.3 Transfers. Except as otherwise established by rules and regulations
adopted by the Board of Directors, and subject to applicable law, shares of
stock may be transferred on the books of the corporation by the surrender to the
corporation or its transfer agent of the certificate representing such shares
properly endorsed or accompanied by a written assignment or power of attorney
properly executed, and with such proof of authority or the authenticity of
signature as the corporation or its transfer agent may reasonably require.
Except as may be otherwise required by law, by the Certificate of Incorporation
or by these By-laws, the corporation shall be entitled to treat the record
holder of stock as shown on its books as the owner of such stock for all
purposes, including the payment of dividends and the right to vote with respect
to such stock, regardless of any transfer, pledge or other disposition of such
stock until the shares have been transferred on the books of the corporation in
accordance with the requirements of these By-laws.

     4.4 Lost, Stolen or Destroyed Certificates. The corporation may issue a new
certificate of stock in place of any previously issued certificate alleged to
have been lost, stolen or destroyed, upon such terms and conditions as the Board
of Directors may prescribe, including the presentation of reasonable evidence of
such loss, theft or destruction and the giving of such indemnity and posting of
such bond as the Board of Directors may require for the protection of the
corporation or any transfer agent or registrar.

     4.5 Record Date. The Board of Directors may fix in advance a date as a
record date for the determination of the stockholders entitled to notice of or
to vote at any meeting of stockholders or to express consent (or dissent) to
corporate action without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights in respect of any
change, conversion or exchange of stock, or for the purpose of any other lawful
action. Such record date shall not be more than 60 nor less than 10 days before
the date of such meeting, nor more than 10 days after the date of adoption of a
record date for a consent without a meeting, nor more than 60 days prior to any
other action to which such record date relates.

     If no record date is fixed, the record date for determining stockholders
entitled to notice of or to vote at a meeting of stockholders shall be at the
close of business on the day before the day on which notice is given, or, if
notice is waived, at the close of business on the day before the day on which
the meeting is held. If no record date is fixed, the record date for determining
stockholders entitled to express consent to corporate action without a meeting,
when no prior



                                     - 12 -



action by the Board of Directors is necessary, shall be the day on which the
first consent is properly delivered to the corporation. If no record date is
fixed, the record date for determining stockholders for any other purpose shall
be at the close of business on the day on which the Board of Directors adopts
the resolution relating to such purpose.

     A determination of stockholders of record entitled to notice of or to vote
at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.

                                   ARTICLE V

                               GENERAL PROVISIONS
                               ------------------

     5.1 Fiscal Year. Except as from time to time otherwise designated by the
Board of Directors, the fiscal year of the corporation shall begin on the first
day of January of each year and end on the last day of December in each year.

     5.2 Corporate Seal. The corporate seal shall be in such form as shall be
approved by the Board of Directors.

     5.3 Waiver of Notice. Whenever notice is required to be given by law, by
the Certificate of Incorporation or by these By-laws, a written waiver, signed
by the person entitled to notice, or a waiver by electronic transmission by the
person entitled to notice, whether before, at or after the time stated in such
notice, shall be deemed equivalent to notice. Attendance of a person at a
meeting shall constitute a waiver of notice of such meeting, except when the
person attends a meeting for the express purpose of objecting at the beginning
of the meeting, to the transaction of any business because the meeting is not
lawfully called or convened.

     5.4 Voting of Securities. Except as the Board of Directors may otherwise
designate, the Chief Executive Officer, the President or the Treasurer may waive
notice of, and act as, or appoint any person or persons to act as, proxy or
attorney-in-fact for this corporation (with or without power of substitution)
at, any meeting of stockholders or securityholders of any other entity, the
securities of which may be held by this corporation.

     5.5 Evidence of Authority. A certificate by the Secretary, or an Assistant
Secretary, or a temporary Secretary, as to any action taken by the stockholders,
directors, a committee or any officer or representative of the corporation shall
as to all persons who rely on the certificate in good faith be conclusive
evidence of such action.



                                     - 13 -



     5.6 Certificate of Incorporation. All references in these By-laws to the
Certificate of Incorporation shall be deemed to refer to the Certificate of
Incorporation of the corporation, as amended and in effect from time to time.

     5.7 Severability. Any determination that any provision of these By-laws is
for any reason inapplicable, illegal or ineffective shall not affect or
invalidate any other provision of these By-laws.

     5.8 Pronouns. All pronouns used in these By-laws shall be deemed to refer
to the masculine, feminine or neuter, singular or plural, as the identity of the
person or persons may require.

                                   ARTICLE VI

                                   AMENDMENTS
                                   ----------

     6.1 By the Stockholders. These By-laws may be altered, amended or repealed
or new by-laws may be adopted only (i) by the affirmative vote of the holders of
a majority of the shares of the capital stock of the corporation issued and
outstanding and entitled to vote at any regular meeting of stockholders, or at
any special meeting of stockholders, provided notice of such alteration,
amendment, repeal or adoption of new by-laws shall have been stated in the
notice of such special meeting and (ii) so long as the Stockholders' Agreement
is in effect, in compliance with such agreement.






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