BY-LAWS

                                       OF

                               CA INVESTMENT CORP.

                            (A Delaware Corporation)

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

                                    ARTICLE 1

                                   DEFINITIONS

                  As used in these By-laws, unless the context otherwise
requires, the term:

                  1.1 "Assistant Secretary" means an Assistant Secretary of the
Corporation.

                  1.2 "Assistant Treasurer" means an Assistant Treasurer of the
Corporation.

                  1.3 "Board" means the Board of Directors of the Corporation.

                  1.4 "By-laws" means the initial by-laws of the Corporation, as
amended from time to time.

                  1.5 "Certificate of Incorporation" means the initial
certificate of incorporation of the Corporation, as amended, supplemented or
restated from time to time.

                  1.6 "Chairman" means the Chairman of the Board of Directors of
the Corporation.

                  1.7 "Corporation" means CA Investment Corp.

                  1.8 "Directors" means directors of the Corporation.

                  1.9 "Entire Board" means all then authorized directors of the
Corporation.

                  1.10 "General Corporation Law" means the General Corporation
Law of the State of Delaware, as amended from time to time.

                  1.11 "Office of the Corporation" means the executive office of
the Corporation, anything in Section 131 of the General Corporation Law to the
contrary notwithstanding.

                  1.12 "President" means the President of the Corporation.



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                  1.13 "Secretary" means the Secretary of the Corporation.

                  1.14 "Stockholders" means stockholders of the Corporation.

                  1.15 "Treasurer" means the Treasurer of the Corporation.

                  1.16 "Vice President" means a Vice President of the
Corporation.

                                   ARTICLE 2

                                  STOCKHOLDERS

                  2.1 Place of Meetings. Every meeting of Stockholders may be
held at such place, within or without the State of Delaware, as may be
designated by resolution of the Board from time to time. The Board may, in its
sole discretion, determine that the meeting of Stockholders shall not be held at
any place, but may instead be held solely by means of remote communication in
accordance with Delaware law.

                  2.2 Annual Meeting. If required by applicable law, a meeting
of Stockholders shall be held annually for the election of Directors at such
date and time as may be designated by resolution of the Board from time to time.
Any other business may be transacted at the annual meeting.

                  2.3 Special Meetings. Unless otherwise prescribed by
applicable law, special meetings of Stockholders may be called at any time by
the Board and may not be called by any other person or persons. Business
transacted at any special meeting of Stockholders shall be limited to the
purpose stated in the notice.

                  2.4 Fixing Record Date. For the purpose of (a) determining the
Stockholders entitled (i) to notice of or to vote at any meeting of Stockholders
or any adjournment thereof, (ii) unless otherwise provided in the Certificate of
Incorporation, to express consent to corporate action in writing without a
meeting or (iii) to receive payment of any dividend or other distribution or
allotment of any rights, or entitled to exercise any rights in respect of any
change, conversion or exchange of stock; or (b) any other lawful action, the
Board may fix a record date, which record date shall not precede the date upon
which the resolution fixing the record date was adopted by the Board and which
record date, unless otherwise required by applicable law, shall not be (x) in
the case of clause (a)(i) above, more than 60 nor less than 10 days before the
date of such meeting, (y) in the case of clause (a)(ii) above, more than 10 days
after the date upon which the resolution fixing the record date was adopted by
the Board and (z) in the case of clause (a)(iii) or (b) above, more than 60 days
prior to such action. If no such record date is fixed:

                           2.4.1 the record date for determining Stockholders
entitled to notice of or to vote at a meeting of Stockholders shall be at the
close of business on the day next preceding the day on which notice is given,
or, if notice is waived, at the close of business on the day next preceding the
day on which the meeting is held;



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                           2.4.2 the record date for determining Stockholders
entitled to express consent to corporate action in writing without a meeting
(unless otherwise provided in the Certificate of Incorporation), when no prior
action by the Board is required by applicable law, shall be the first day on
which a signed written consent setting forth the action taken or proposed to be
taken is delivered to the Corporation in accordance with applicable law; and
when prior action by the Board is required by applicable law, the record date
for determining Stockholders entitled to express consent to corporate action in
writing without a meeting shall be at the close of business on the date on which
the Board adopts the resolution taking such prior action; and

                           2.4.3 the record date for determining Stockholders
for any purpose other than those specified in Sections 2.4.1 and 2.4.2 shall be
at the close of business on the day on which the Board adopts the resolution
relating thereto. When a determination of Stockholders of record entitled to
notice of or to vote at any meeting of Stockholders has been made as provided in
this Section 2.4, such determination shall apply to any adjournment thereof
unless the Board fixes a new record date for the adjourned meeting.

                  2.5 Notice of Meetings of Stockholders. Whenever under the
provisions of applicable law, the Certificate of Incorporation or these By-laws,
Stockholders are required or permitted to take any action at a meeting, notice
shall be given stating the place, if any, date and hour of the meeting ,the
means of remote communication, if any, by which Stockholders and proxy holders
may be deemed to be present in person and vote at such meeting, and, in the case
of a special meeting, the purpose or purposes for which the meeting is called.
Unless otherwise provided by applicable law, the Certificate of Incorporation or
these By-laws, notice of any meeting 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. If mailed, such notice shall be deemed to be given when
deposited in the United States mail, with postage prepaid, directed to the
Stockholder at his or her address as it appears on the records of the
Corporation. An affidavit of the Secretary or an Assistant Secretary or of the
transfer agent of the Corporation that the notice required by this Section 2.5
has been given shall, in the absence of fraud, be prima facie evidence of the
facts stated therein. Any meeting of Stockholders, annual or special, may
adjourn from time to time to reconvene at the same or some other place. When a
meeting is adjourned to another time or place, notice need not be given of the
adjourned meeting if the time and place thereof are announced at the meeting at
which the adjournment is taken, and at the adjourned meeting any business may be
transacted that might have been transacted at the meeting as originally called.
If, however, the adjournment is for more than 30 days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each Stockholder of record entitled to
vote at the meeting.

                  2.6 Waivers of Notice. Whenever the giving of any notice to
Stockholders is required by applicable law, the Certificate of Incorporation or
these By-laws, a waiver thereof, given by the person entitled to said notice,
whether before or after the event as to which such notice is required, shall be
deemed equivalent to notice. Attendance by a Stockholder at a meeting shall
constitute a waiver of notice of such meeting except when the Stockholder
attends a meeting for the express purpose of




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objecting, at the beginning of the meeting, to the transaction of any business
on the ground that the meeting has not been lawfully called or convened. Neither
the business to be transacted at, nor the purpose of, any regular or special
meeting of the Stockholders need be specified in any waiver of notice unless so
required by applicable law, the Certificate of Incorporation or these By-laws.

                  2.7 List of Stockholders. The Secretary shall prepare and
make, at least 10 days before every meeting of Stockholders, a complete list of
the Stockholders entitled to vote at the meeting, arranged in alphabetical
order, 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, the Stockholder's agent, or attorney, at the
Stockholder's expense, for any purpose germane to the meeting, for a period of
at least 10 days prior to the meeting, during ordinary business hours at the
principal place of business of the Corporation, or on a reasonably accessible
electronic network as provided by applicable law. If the meeting is to be held
at a place, the list shall also 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 held solely by means of remote
communication, the list shall also be open for examination as provided by
applicable law. Upon the willful neglect or refusal of the Directors to produce
such a list at any meeting for the election of Directors, they shall be
ineligible for election to any office at such meeting. Except as provided by
applicable law, the stock ledger shall be the only evidence as to who are the
Stockholders entitled to examine the stock ledger, the list of Stockholders or
the books of the Corporation, or to vote in person or by proxy at any meeting of
Stockholders.

                  2.8 Quorum of Stockholders; Adjournment. Except as otherwise
provided by applicable law, the Certificate of Incorporation or these By-laws,
at each meeting of Stockholders, the presence in person or by proxy of the
holders of a majority in voting power of all outstanding shares of stock
entitled to vote at the meeting of Stockholders, shall constitute a quorum for
the transaction of any business at such meeting. In the absence of a quorum, the
holders of a majority in voting power of the shares of stock present in person
or represented by proxy at any meeting of Stockholders, including an adjourned
meeting, whether or not a quorum is present, may adjourn such meeting to another
time and place. Shares of its own stock belonging to the Corporation or to
another corporation, if a majority of the shares entitled to vote in the
election of directors of such other corporation is held, directly or indirectly,
by the Corporation, shall neither be entitled to vote nor be counted for quorum
purposes; provided, however, that the foregoing shall not limit the right of the
Corporation to vote stock, including but not limited to its own stock, held by
it in a fiduciary capacity.

                  2.9 Voting; Proxies. Unless otherwise provided in the
Certificate of Incorporation, every Stockholder entitled to vote at any meeting
of Stockholders shall be entitled to one vote for each share of stock held by
such Stockholder which has voting power upon the matter in question. At any
meeting of Stockholders, all matters, except as otherwise provided by the
Certificate of Incorporation, these By-laws, the rules and regulations of any
stock exchange applicable to the Corporation, applicable law or pursuant to any
rules or regulations applicable to the Corporation or its securities, shall be



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decided by the affirmative vote of a majority in voting power of shares of stock
present in person or represented by proxy and entitled to vote thereon. At all
meetings of Stockholders for the election of Directors, a plurality of the votes
cast shall be sufficient to elect. Each Stockholder entitled to vote at a
meeting of Stockholders or to express consent or dissent to corporate action in
writing without a meeting may authorize another person or persons to act for
such Stockholder by proxy but no such proxy shall be voted or acted upon after
three years from its date, unless the proxy provides for a longer period. A
proxy shall be irrevocable if it states that it is irrevocable and if, and only
so long as, it is coupled with an interest sufficient in law to support an
irrevocable power. A Stockholder may revoke any proxy that is not irrevocable by
attending the meeting and voting in person or by delivering to the Secretary a
revocation of the proxy or by delivering a new proxy bearing a later date.

                  2.10 Voting Procedures and Inspectors of Election at Meetings
of Stockholders. The Board, in advance of any meeting of Stockholders, may, and
shall if required by applicable law, appoint one or more inspectors, who may be
employees of the Corporation, to act at the meeting and make a written report
thereof. The Board may designate one or more persons as alternate inspectors to
replace any inspector who fails to act. If no inspector or alternate is able to
act at a meeting, the person presiding at the meeting may, and shall if required
by applicable law, appoint one or more inspectors to act at the meeting. Each
inspector, before entering upon the discharge of his or her duties, shall take
and sign an oath faithfully to execute the duties of inspector with strict
impartiality and according to the best of his or her ability. The inspectors
shall (a) ascertain the number of shares outstanding and the voting power of
each, (b) determine the shares represented at the meeting and the validity of
proxies and ballots, (c) count all votes and ballots, (d) determine and retain
for a reasonable period a record of the disposition of any challenges made to
any determination by the inspectors, and (e) certify their determination of the
number of shares represented at the meeting and their count of all votes and
ballots. The inspectors may appoint or retain other persons or entities to
assist the inspectors in the performance of their duties. Unless otherwise
provided by the Board, the date and time of the opening and the closing of the
polls for each matter upon which the Stockholders will vote at a meeting shall
be determined by the person presiding at the meeting and shall be announced at
the meeting. No ballot, proxies or votes, or any revocation thereof or change
thereto, shall be accepted by the inspectors after the closing of the polls
unless the Court of Chancery of the State of Delaware upon application by a
Stockholder shall determine otherwise. In determining the validity and counting
of proxies and ballots cast at any meeting of Stockholders, the inspectors may
consider such information as is permitted by applicable law. No person who is a
candidate for office at an election may serve as an inspector at such election.

                  2.11 Conduct of Meetings; Organization. The Board may adopt by
resolution such rules and regulations for the conduct of the meeting of
Stockholders as it shall deem appropriate. At each meeting of Stockholders, the
President, or in the absence of the President, the Chairman, or if there is no
Chairman or if there be one and the Chairman is absent, a Vice President, and in
case more than one Vice President shall be present, that Vice President
designated by the Board (or in the absence of any such designation, the most
senior Vice President, based on age, present), shall preside over the




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meeting. Except to the extent inconsistent with such rules and regulations as
adopted by the Board, the person presiding over any meeting of Stockholders
shall have the right and authority to convene and to adjourn the meeting, to
prescribe such rules, regulations and procedures and to do all such acts as, in
the judgment of such person, are appropriate for the proper conduct of the
meeting. Such rules, regulations or procedures, whether adopted by the Board or
prescribed by the presiding officer of the meeting, may include, without
limitation, the following: (i) the establishment of 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 the person
presiding over the meeting shall determine; (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. The presiding
officer at any meeting of Stockholders, in addition to making any other
determinations that may be appropriate to the conduct of the meeting, shall, if
the facts warrant, determine and declare to the meeting that a matter or
business was not properly brought before the meeting and if such presiding
officer should so determine, such person shall so declare to the meeting and any
such matter or business not properly brought before the meeting shall not be
transacted or considered. Unless and to the extent determined by the Board or
the person presiding over the meeting, meetings of Stockholders shall not be
required to be held in accordance with the rules of parliamentary procedure. The
Secretary, or in his or her absence, one of the Assistant Secretaries, shall act
as secretary of the meeting. In case none of the officers above designated to
act as the person presiding over the meeting or as secretary of the meeting,
respectively, shall be present, a person presiding over the meeting or a
secretary of the meeting, as the case may be, shall be designated by the Board,
and in case the Board has not so acted, in the case of the designation of a
person to act as secretary of the meeting, designated by the person presiding
over the meeting.

                  2.12 Order of Business. The order of business at all meetings
of Stockholders shall be as determined by the person presiding over the meeting.

                  2.13 Written Consent of Stockholders Without a Meeting. Unless
otherwise provided in the Certificate of Incorporation, any action required by
the General Corporation Law to be taken at any annual or special meeting of
Stockholders, or any action which may be taken at any annual or special meeting
of Stockholders, may be taken without a meeting, without prior notice and
without a vote, if a consent or consents in writing, setting forth the action so
taken, shall be signed by the holders of outstanding stock having not less than
the minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voted and shall be delivered (by hand or by certified or registered mail,
return receipt requested) 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. Every written consent shall bear the date
of signature of each Stockholder who signs the consent and no written consent
shall be effective to take the corporate action referred to therein unless,
within 60 days of the earliest dated consent delivered in the manner required by
this



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Section 2.13, written consents signed by a sufficient number of holders to
take action are delivered to the Corporation as aforesaid. Prompt notice of the
taking of the corporate action without a meeting by less than unanimous written
consent shall, to the extent required by applicable law, 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 3

                                    DIRECTORS

                  3.1 General Powers. Except as otherwise provided in the
Certificate of Incorporation, the business and affairs of the Corporation shall
be managed by or under the direction of the Board. The Board may adopt such
rules and regulations, not inconsistent with the Certificate of Incorporation or
these By-laws or applicable law, as it may deem proper for the conduct of its
meetings and the management of the Corporation. In addition to the powers
expressly conferred by these By-laws, the Board may exercise all powers and
perform all acts that are not required, by these By-laws or the Certificate of
Incorporation or by statute, to be exercised and performed by the Stockholders.

                  3.2 Number; Qualification; Term of Office. The Board shall
consist of one or more members, the number thereof to be determined from time to
time by resolution of the Board. Directors need not be Stockholders. Each
Director shall hold office until a successor is duly elected and qualified or
until the Director's earlier death, resignation, disqualification or removal.

                  3.3 Newly Created Directorships and Vacancies. Unless
otherwise provided by applicable law or the Certificate of Incorporation, any
newly created directorships resulting from an increase in the authorized number
of Directors and vacancies occurring in the Board for any cause, may be filled
by the affirmative votes of a majority of the remaining members of the Board,
although less than a quorum, or by a sole remaining Director, or may be elected
by a plurality of the votes cast. A Director so elected shall be elected to hold
office until the expiration of the term of office of the Director whom he or she
has replaced or until a successor is elected and qualified, or until the
Director's earlier death, resignation, disqualification or removal.

                  3.4 Resignation. Any Director may resign at any time by notice
given in writing or by electronic transmission to the Corporation. Such
resignation shall take effect at the time therein specified, and, unless
otherwise specified in such resignation, the acceptance of such resignation
shall not be necessary to make it effective.

                  3.5 Removal. Subject to the provisions of Section 141(k) of
the General Corporation Law, any or all of the Directors may be removed with or
without cause by vote of the holders of a majority of the shares then entitled
to vote at an election of Directors.



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                  3.6 Compensation. Each Director, in consideration of his or
her service as such, shall be entitled to receive from the Corporation such
amount per annum or such fees for attendance at Directors' meetings, or both, as
the Board may from time to time determine, together with reimbursement for the
reasonable out-of-pocket expenses, if any, incurred by such Director in
connection with the performance of his or her duties. Each Director who shall
serve as a member of any committee of Directors in consideration of serving as
such shall be entitled to such additional amount per annum or such fees for
attendance at committee meetings, or both, as the Board may from time to time
determine, together with reimbursement for the reasonable out-of-pocket
expenses, if any, incurred by such Director in the performance of his or her
duties. Nothing contained in this Section 3.7 shall preclude any Director from
serving the Corporation or its subsidiaries in any other capacity and receiving
proper compensation therefor.

                  3.7 Regular Meetings. Regular meetings of the Board may be
held without notice at such times and at such places within or without the State
of Delaware as may be determined from time to time by resolution of the Board.

                  3.8 Special Meetings. Special meetings of the Board may be
held at such times and at such places within or without the State of Delaware
whenever called by the Chairman, the President or the Secretary or by any two or
more Directors then serving as Directors on at least 24 hours' notice to each
Director given by one of the means specified in Section 3.11 hereof other than
by mail, or on at least three days' notice if given by mail. Special meetings
shall be called by the Chairman, President or Secretary in like manner and on
like notice on the written request of any two or more of the Directors then
serving as Directors.

                  3.9 Telephone Meetings. Directors or members of any committee
designated by the Board may participate in a meeting of the Board or of such
committee by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and participation in a meeting pursuant to this Section 3.9 shall constitute
presence in person at such meeting.

                  3.10 Adjourned Meetings. A majority of the Directors present
at any meeting of the Board, including an adjourned meeting, whether or not a
quorum is present, may adjourn such meeting to another time and place. At least
24 hours' notice of any adjourned meeting of the Board shall be given to each
Director whether or not present at the time of the adjournment, if such notice
shall be given by one of the means specified in Section 3.11 hereof other than
by mail, or at least three days' notice if by mail. Any business may be
transacted at an adjourned meeting that might have been transacted at the
meeting as originally called.

                  3.11 Notice Procedure. Subject to Sections 3.8 and 3.12
hereof, whenever, under applicable law, the Certificate of Incorporation or
these By-laws, notice is required to be given to any Director, such notice shall
be deemed given effectively if given in person or by telephone, by mail
addressed to such Director at such Director's address as it appears on the
records of the Corporation, with postage thereon prepaid, or by telegram,




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telecopy or, if consented to by the Director to whom notice is given, by other
means of electronic transmission.

                  3.12 Waiver of Notice. Whenever the giving of any notice to
Directors is required by applicable law, the Certificate of Incorporation or
these By-laws, a waiver thereof, given by the Director entitled to said notice,
whether before or after the event as to which such notice is required, shall be
deemed equivalent to notice. Attendance by a Director at a meeting shall
constitute a waiver of notice of such meeting except when the Director attends a
meeting for the express purpose of objecting, at the beginning of the meeting,
to the transaction of any business on the ground that the meeting has not been
lawfully called or convened. Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the Directors or a committee of
Directors need be specified in any waiver of notice unless so required by
applicable law, the Certificate of Incorporation or these By-laws.

                  3.13 Organization. At each meeting of the Board, the Chairman,
or in the absence of the Chairman, the President, or in the absence of the
President, a chairman chosen by a majority of the Directors present, shall
preside. The Secretary shall act as secretary at each meeting of the Board. In
case the Secretary shall be absent from any meeting of the Board, an Assistant
Secretary shall perform the duties of secretary at such meeting; and in the
absence from any such meeting of the Secretary and all Assistant Secretaries,
the person presiding at the meeting may appoint any person to act as secretary
of the meeting.

                  3.14 Quorum of Directors. The presence in person of a majority
of the Entire Board shall be necessary and sufficient to constitute a quorum for
the transaction of business at any meeting of the Board.

                  3.15 Action by Majority Vote. Except as otherwise expressly
required by applicable law, the Certificate of Incorporation or these By-laws,
the vote of a majority of the Directors present at a meeting at which a quorum
is present shall be the act of the Board.

                  3.16 Action Without Meeting. Unless otherwise restricted by
the Certificate of Incorporation or these By-laws, any action required or
permitted to be taken at any meeting of the Board or of any committee thereof
may be taken without a meeting if all Directors or members of such committee, as
the case may be, consent thereto in writing or by electronic transmission, and
the writing or writings or electronic transmission or transmissions are filed
with the minutes of proceedings of the Board or committee. Such filing shall be
in paper form if the minutes are maintained in paper form and shall be in
electronic form if the minutes are maintained in electronic form.


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                                   ARTICLE 4

                             COMMITTEES OF THE BOARD

                  The Board may, by resolution, designate one or more
committees, each committee to consist of one or more of the Directors of the
Corporation. The Board may designate one or more Directors as alternate members
of any committee, who may replace any absent or disqualified member at any
meeting of such committee. If a member of a committee shall be absent from any
meeting, or disqualified from voting thereat, the remaining member or members
present at the meeting and not disqualified from voting, whether or not such
member or members constitute a quorum, may, by a unanimous vote, appoint another
member of the Board to act at the meeting in the place of any such absent or
disqualified member. Any such committee, to the extent permitted by applicable
law and to the extent provided in the resolution of the Board designating such
committee, shall have and may exercise all the powers and authority of the Board
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 that may
require it. Unless otherwise specified in the resolution of the Board
designating a committee, at all meetings of such committee, a majority of the
then authorized members of the committee shall constitute a quorum for the
transaction of business, and the vote of a majority of the members of the
committee present at any meeting at which there is a quorum shall be the act of
the committee. Each committee shall keep regular minutes of its meetings. Unless
the Board otherwise provides, each committee designated by the Board may make,
alter and repeal rules for the conduct of its business. In the absence of such
rules each committee shall conduct its business in the same manner as the Board
conducts its business pursuant to Article 3 of these By-laws.

                                   ARTICLE 5

                                    OFFICERS

                  5.1 Positions. The officers of the Corporation shall be a
President and such other officers as the Board may elect, including a Chairman,
a Secretary, a Treasurer, one or more Vice Presidents and one or more Assistant
Secretaries and Assistant Treasurers, who shall exercise such powers and perform
such duties as shall be determined from time to time by resolution of the Board.
The Board may elect one or more Vice Presidents as Executive Vice Presidents and
may use descriptive words or phrases to designate the standing, seniority or
areas of special competence of the Vice Presidents elected or appointed by it.
Any number of offices may be held by the same person unless the Certificate of
Incorporation or these By-laws otherwise provide.

                  5.2 Compensation. The compensation of all officers of the
Corporation shall be fixed by the Board or by any officer authorized by the
Board to fix such compensation. No officer shall be prevented from receiving a
salary or other compensation by reason of the fact that the officer is also a
Director.

                  5.2 Election. The officers of the Corporation shall be elected
by the Board at its annual meeting or at such other time or times as the Board
shall determine.



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                  5.3 Term of Office. Each officer of the Corporation shall hold
office for the term for which he or she is elected and until such officer's
successor is elected and qualifies or until such officer's earlier death,
resignation or removal. Any officer may resign at any time upon written notice
to the Corporation. Such resignation shall take effect at the date of receipt of
such notice or at such later time as is therein specified, and, unless otherwise
specified, the acceptance of such resignation shall not be necessary to make it
effective. The resignation of an officer shall be without prejudice to the
contract rights of the Corporation, if any. Any officer may be removed at any
time, with or without cause by the Board. Any vacancy occurring in any office of
the Corporation may be filled by the Board. The removal of an officer with or
without cause shall be without prejudice to the officer's contract rights, if
any. The election or appointment of an officer shall not of itself create
contract rights.

                  5.4 Fidelity Bonds. The Corporation may secure the fidelity of
any or all of its officers or agents by bond or otherwise.

                  5.5 Chairman. The Chairman, if one shall have been appointed,
shall preside at all meetings of the Board and shall exercise such powers and
perform such other duties as shall be determined from time to time by resolution
of the Board.

                  5.6 President. The President shall be the Chief Executive
Officer of the Corporation and shall have general supervision over the business
of the Corporation, subject, however, to the control of the Board and of any
duly authorized committee of the Board. The President shall preside at all
meetings of the Stockholders and at all meetings of the Board at which the
Chairman (if there be one) is not present. The President may sign and execute in
the name of the Corporation deeds, mortgages, bonds, contracts and other
instruments, except in cases in which the signing and execution thereof shall be
expressly delegated by resolution of the Board or by these By-laws to some other
officer or agent of the Corporation, or shall be required by applicable law
otherwise to be signed or executed and, in general, the President shall perform
all duties incident to the office of President of a corporation and such other
duties as may from time to time be assigned to the President by resolution of
the Board.

                  5.7 Vice Presidents. At the request of the President, or, in
the President's absence, at the request of the Board, the Vice Presidents shall
(in such order as may be designated by the Board, or, in the absence of any such
designation, in order of seniority based on age) perform all of the duties of
the President and, in so performing, shall have all the powers of, and be
subject to all restrictions upon, the President. Any Vice President may sign and
execute in the name of the Corporation deeds, mortgages, bonds, contracts or
other instruments, except in cases in which the signing and execution thereof
shall be expressly delegated by resolution of the Board or by these By-laws to
some other officer or agent of the Corporation, or shall be required by
applicable law otherwise to be signed or executed, and each Vice President shall
perform such other duties as from time to time may be assigned to such Vice
President by resolution of the Board or by the President.



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                  5.8 Secretary. The Secretary shall attend all meetings of the
Board and of the Stockholders and shall record all the proceedings of the
meetings of the Board and of the Stockholders in a book to be kept for that
purpose, and shall perform like duties for committees of the Board, when
required. The Secretary shall give, or cause to be given, notice of all special
meetings of the Board and of the Stockholders and shall perform such other
duties as may be prescribed by the Board or by the President, under whose
supervision the Secretary shall be. The Secretary shall have custody of the
corporate seal of the Corporation, and the Secretary, or an Assistant Secretary,
shall have authority to affix the same on any instrument requiring it, and when
so affixed, the seal may be attested by the signature of the Secretary or by the
signature of such Assistant Secretary. The Board may, by resolution, give
general authority to any other officer to affix the seal of the Corporation and
to attest the same by such officer's signature. The Secretary or an Assistant
Secretary may also attest all instruments signed by the President or any Vice
President. The Secretary shall have charge of all the books, records and papers
of the Corporation relating to its organization and management, shall see that
the reports, statements and other documents required by applicable law are
properly kept and filed and, in general, shall perform all duties incident to
the office of Secretary of a corporation and such other duties as may from time
to time be assigned to the Secretary by resolution of the Board or by the
President.

                  5.9 Treasurer. The Treasurer shall have charge and custody of,
and be responsible for, all funds, securities and notes of the Corporation;
receive and give receipts for moneys due and payable to the Corporation from any
sources whatsoever; deposit all such moneys and valuable effects in the name and
to the credit of the Corporation in such depositaries as may be designated by
the Board; against proper vouchers, cause such funds to be disbursed by checks
or drafts on the authorized depositaries of the Corporation signed in such
manner as shall be determined by the Board and be responsible for the accuracy
of the amounts of all moneys so disbursed; regularly enter or cause to be
entered in books or other records maintained for the purpose full and adequate
account of all moneys received or paid for the account of the Corporation; have
the right to require from time to time reports or statements giving such
information as the Treasurer may desire with respect to any and all financial
transactions of the Corporation from the officers or agents transacting the
same; render to the President or the Board, whenever the President or the Board
shall require the Treasurer so to do, an account of the financial condition of
the Corporation and of all financial transactions of the Corporation; disburse
the funds of the Corporation as ordered by the Board; and, in general, perform
all duties incident to the office of Treasurer of a corporation and such other
duties as may from time to time be assigned to the Treasurer by resolution of
the Board or by the President.

                  5.10 Assistant Secretaries and Assistant Treasurers. Assistant
Secretaries and Assistant Treasurers shall perform such duties as shall be
assigned to them by the Secretary or by the Treasurer, respectively, or by
resolution of the Board or by the President.



                                                                              13

                                    ARTICLE 6

                                 INDEMNIFICATION

                  6.1 Right to Indemnification. The Corporation shall indemnify
and hold harmless, to the fullest extent permitted by applicable law as it
presently exists or may hereafter be amended, any person (a "Covered Person")
who was or is made or is threatened to be made a party or is otherwise involved
in any action, suit or proceeding, whether civil, criminal, administrative or
investigative (a "Proceeding"), by reason of the fact that he or she, or a
person for whom he or she is the legal representative, is or was a director or
officer of the Corporation or, while a director or officer of the Corporation,
is or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation or of a partnership, joint venture,
trust, enterprise or nonprofit entity (an "Other Entity"), including service
with respect to employee benefit plans, against all liability and loss suffered
and expenses (including attorneys' fees) reasonably incurred by such Covered
Person. Notwithstanding the preceding sentence, except as otherwise provided in
Section 6.3, the Corporation shall be required to indemnify a Covered Person in
connection with a Proceeding (or part thereof) commenced by such Covered Person
only if the commencement of such Proceeding (or part thereof) by the Covered
Person was authorized by the Board.

                  6.2 Prepayment of Expenses. The Corporation shall pay the
expenses (including attorneys' fees) incurred by a Covered Person in defending
any Proceeding in advance of its final disposition, provided, however, that, to
the extent required by applicable law, such payment of expenses in advance of
the final disposition of the Proceeding shall be made only upon receipt of an
undertaking by the Covered Person to repay all amounts advanced if it should be
ultimately determined that the Covered Person is not entitled to be indemnified
under this Article 6 or otherwise.

                  6.3 Claims. If a claim for indemnification or advancement of
expenses under this Article 6 is not paid in full within 30 days after a written
claim therefor by the Covered Person has been received by the Corporation, the
Covered Person may file suit to recover the unpaid amount of such claim and, if
successful in whole or in part, shall be entitled to be paid the expense of
prosecuting such claim. In any such action the Corporation shall have the burden
of proving that the Covered Person is not entitled to the requested
indemnification or advancement of expenses under applicable law.

                  6.4 Nonexclusivity of Rights. The rights conferred on any
Covered Person by this Article 6 shall not be exclusive of any other rights that
such Covered Person may have or hereafter acquire under any statute, provision
of the Certificate of Incorporation, these By-laws, agreement, vote of
stockholders or disinterested directors or otherwise.

                  6.5 Other Sources. The Corporation's obligation, if any, to
indemnify or to advance expenses to any Covered Person who was or is serving at
its request as a director, officer, employee or agent of an Other Entity shall
be reduced by any amount



                                                                              14


such Covered Person may collect as indemnification or advancement of expenses
from such Other Entity.

                  6.6 Amendment or Repeal. Any repeal or modification of the
foregoing provisions of this Article 6 shall not adversely affect any right or
protection hereunder of any Covered Person in respect of any act or omission
occurring prior to the time of such repeal or modification.

                  6.7 Other Indemnification and Prepayment of Expenses. This
Article 6 shall not limit the right of the Corporation, to the extent and in the
manner permitted by applicable law, to indemnify and to advance expenses to
persons other than Covered Persons when and as authorized by appropriate
corporate action.

                                   ARTICLE 7

                               GENERAL PROVISIONS

                  7.1 Certificates Representing Shares. Every holder of stock
shall be entitled to have a certificate signed by or in the name of the
Corporation by the Chairman, if any, or the President or a Vice President and by
the Secretary or an Assistant Secretary or the Treasurer or an Assistant
Treasurer, certifying the number of shares owned by such Stockholder in the
Corporation. Any or all of the signatures upon a certificate may be facsimiles.
In case any officer, transfer agent or registrar who has signed or whose
facsimile signature has been placed upon any certificate shall have ceased to be
such officer, transfer agent or registrar before such certificate is issued,
such certificate may be issued by the Corporation with the same effect as if
such person were such officer, transfer agent or registrar at the date of issue.

                  7.2 Transfer and Registry Agents. The Corporation may from
time to time maintain one or more transfer offices or agents and registry
offices or agents at such place or places as may be determined from time to time
by the Board.

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

                  7.4 Form of Records. Any records maintained by the Corporation
in the regular course of its business, including its stock ledger, books of
account, and minute books, may be kept on, or by means of, or be in the form of,
any information storage device or method, provided that the records so kept can
be converted into clearly legible paper form within a reasonable time. The
Corporation shall so convert any records so kept upon the request of any person
entitled to inspect such records pursuant to applicable law.



                                                                              15


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

                  7.6 Fiscal Year. The fiscal year of the Corporation shall be
determined by resolution of the Board.

                  7.7 Amendments. These By-laws may be altered, amended or
repealed and new By-laws may be adopted by the Board, but the Stockholders may
make additional By-laws and may alter and repeal any By-laws whether adopted by
them or otherwise.