AMENDED AND RESTATED BYLAWS
                                       OF
                          SUPERIOR WELL SERVICES, INC.
 
 
                                    ARTICLE I
                               OFFICES AND RECORDS
 
         Superior Well Services, Inc. (the "Corporation") shall maintain a
registered office in Delaware and may maintain such other offices and keep its
books, documents and records at such places within or without Delaware as may,
from time to time, be designated by the board of directors of the Corporation
(collectively, the "Board" and each director, a "Director").
 
                                   ARTICLE II
                                  STOCKHOLDERS
 
         Section 2.1. Annual Meeting. The annual meeting of the stockholders of
the Corporation shall be held on such date and at such time as may be fixed by
resolution of the Board.
 
         Section 2.2. Special Meeting. Except as otherwise required by law and
subject to the rights of the holders of any class or series of stock having a
preference over the Common Stock, as defined in the Amended and Restated
Certificate of Incorporation of the Corporation (the "Certificate of
Incorporation"), as to dividends or upon liquidation, special meetings of the
stockholders of the Corporation for any purpose or purposes may be called only
by:
 
         (a) the Board pursuant to a resolution stating the purpose or purposes
thereof approved by a majority of the total number of authorized Directors,
whether or not there exists any vacancy in previously authorized directorships
(the "Whole Board"), or
 
         (b) the Chairman of the Board.
 
No business other than that stated in the notice shall be transacted at any
special meeting.
 
         Section 2.3. Place of Meeting. The Board or the Chairman of the Board,
as the case may be, may designate the place of meeting for any annual meeting or
for any special meeting of the stockholders. If no designation is so made, the
place of meeting shall be the principal office of the Corporation.
 
         Section 2.4. Fixing Record Dates. In order that the Corporation may
determine the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or entitled 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
for the purpose of 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 is adopted by the Board, and which record date: (1) in the case
of determination of stockholders entitled to vote at any meeting of stockholders
or adjournment thereof, shall, unless otherwise required by law, not be more
than sixty (60) nor less than ten (10) days before the date of such meeting; and
(2) in the
 
 
 
 
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case of any other action, shall not be more than sixty (60) days prior to such
other action. If no record date is fixed: (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; and (2) the record date for
determining stockholders for any other purpose shall be at the close of business
on the day on which the Board adopts the resolution relating thereto. 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 may fix a new record date for the adjourned meeting.
 
         Section 2.5. Notice of Meeting. Notice, stating the place, day and hour
of the meeting and the means of remote communication, if any, by which
stockholders and proxyholders may be deemed 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, shall be given not less than ten calendar days nor
more than 60 calendar days before the date of the meeting to each stockholder of
record entitled to vote at such meeting, except as otherwise provided herein or
required by law or the Certificate of Incorporation. If mailed, such notice
shall be deemed to be delivered when deposited in the United States mail with
postage thereon prepaid, addressed to the stockholder at such person's address
as it appears on the stock transfer books of the Corporation. Without limiting
the manner by which notice otherwise may be given to stockholders, any notice to
stockholders may be given by electronic transmission in the manner provided by
Section 232 of the Delaware General Corporation Law (the "DGCL"). Meetings may
be held without notice if all stockholders entitled to vote are present (without
being present for the purpose of objecting at the beginning of the meeting to
the transaction of any business because the meeting is not lawfully called or
convened), or if notice is waived by those not present in accordance with
Section 7.4 of these Bylaws. The Board may cancel, reschedule or postpone any
previously scheduled annual or special meeting.
 
         Section 2.6. Quorum and Adjournment; Voting. Except as otherwise
provided by law or by the Certificate of Incorporation, the holders of a
majority of the voting power of all outstanding shares of the Corporation
entitled to vote in the election of Directors (the "Voting Stock"), represented
in person or by proxy, shall constitute a quorum at a meeting of stockholders,
except that when specified business is to be voted on by a class or series of
stock voting separately as a class, the holders of a majority of the voting
power of all outstanding shares of such class or series represented in person or
by proxy shall constitute a quorum of such class or series for the transaction
of such business. The chairman of the meeting, as determined by Article IV of
these Bylaws, may adjourn the meeting from time to time, whether or not there is
such a quorum. No notice of the time and place of adjourned meetings need be
given if the time and place, if any, thereof, 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; provided, however, that if the date of
any adjourned meeting is more than 30 days after the date for which notice was
originally given, or if a new record date is fixed for the adjourned meeting,
notice of the place, if any, date and time 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, shall
be given in conformity herewith. At any adjourned meeting, any business may be
transacted that might have been transacted at the
 
 
 
 
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original meeting. The stockholders present at a duly called meeting at which a
quorum is present may continue to transact business until adjournment,
notwithstanding the withdrawal of enough stockholders to leave less than a
quorum.
 
         Section 2.7. Proxies. At all meetings of stockholders, a stockholder
may vote by proxy executed in writing (or in such other manner permitted by the
DGCL) by the stockholder or by such person's duly authorized attorney-in-fact.
 
         Section 2.8. Notice of Stockholder Business and Nominations.
 
         (a) Annual Meetings of Stockholders.
 
                  (i) Nominations of persons for election to the Board and the
         proposal of business to be considered by the stockholders may be made
         at an annual meeting of stockholders only (A) pursuant to the
         Corporation's notice of meeting in accordance with Section 2.5 of these
         Bylaws, (B) by or at the direction of the Board, or (C) by any
         stockholder of the Corporation who was a stockholder of record at the
         time the notice provided for in this Bylaw was given, who is entitled
         to vote at the meeting and who complies with the notice procedures set
         forth in this Bylaw.
 
                  (ii) For nominations or other business to be properly brought
         before an annual meeting by a stockholder pursuant to clause (C) of
         Section 2.8(a)(i) hereof, the stockholder must have given timely notice
         thereof in writing to the Secretary of the Corporation and such
         business must be a proper matter for stockholder action under
         applicable law. To be timely, a stockholder's notice shall be delivered
         to the Secretary at the principal executive offices of the Corporation
         not earlier than the close of business on the 120th calendar day prior
         to the first anniversary of the date of the preceding year's annual
         meeting nor later than the close of business on the 90th calendar day
         prior to the first anniversary of the date of the preceding year's
         annual meeting; provided, however, that in the event that the date of
         the annual meeting is more than 30 calendar days before or more than 70
         calendar days after such anniversary date, notice by the stockholder to
         be timely must be so delivered not earlier than the close of business
         on the 120th calendar day prior to such annual meeting nor later than
         the close of business on the later of the 90th calendar day prior to
         such annual meeting or the 10th calendar day following the calendar day
         on which public announcement of the date of such meeting is first made
         by the Corporation. The first anniversary of the first annual meeting
         of stockholders of the Corporation shall be deemed to be June 15, 2006.
         In no event shall the public announcement of an adjournment or
         postponement of an annual meeting commence a new time period (or extend
         any time period) for the giving of a stockholder's notice as described
         above. Such stockholder's notice shall set forth (A) as to each person
         whom the stockholder proposes to nominate for election or reelection as
         a Director, all information relating to such person that is required to
         be disclosed in solicitations of proxies for election of Directors in
         an election contest, or is otherwise required, in each case pursuant to
         Regulation 14A under the Securities Exchange Act of 1934, as amended
         (the "Exchange Act"), and Rule 14a-11 thereunder and such person's
         written consent to being named in the proxy statement as a nominee and
         to serving as a Director if elected; (B) as to any other business that
         the stockholder proposes to bring before the meeting, a brief
 
 
 
 
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         description of the business desired to be brought before the meeting,
         the text of the proposal or business (including the text of any
         resolutions proposed for consideration and in the event that such
         business includes a proposal to amend the Bylaws of the Corporation,
         the language of the proposed amendment), the reasons for conducting
         such business at the meeting and any material interest in such business
         of such stockholder and the beneficial owner, if any, on whose behalf
         the proposal is made; and (C) as to the stockholder giving the notice
         and the beneficial owner, if any, on whose behalf the nomination or
         proposal is made, (1) the name and address of such stockholder, as they
         appear on the Corporation's books, and of such beneficial owner, (2)
         the class and number of shares of the Corporation which are owned
         beneficially and of record by such stockholder and such beneficial
         owner, (3) a representation that the stockholder is a holder of record
         of stock of the Corporation entitled to vote at such meeting and
         intends to appear in person or by proxy at the meeting to propose such
         business or nomination, and (4) a representation whether the
         stockholder or the beneficial owner, if any, intends or is part of a
         group which intends (a) to deliver a proxy statement and/or form of
         proxy to holders of at least the percentage of the Corporation's
         outstanding capital stock required to approve or adopt the proposal or
         elect the nominee and/or (b) otherwise to solicit proxies from
         stockholders in support of such proposal or nomination. The foregoing
         notice requirements shall be deemed satisfied by a stockholder if the
         stockholder has notified the Corporation of his or her intention to
         present a proposal or nomination at an annual meeting in compliance
         with applicable rules and regulations promulgated under the Exchange
         Act and such stockholder's proposal or nomination has been included in
         a proxy statement that has been prepared by the Corporation to solicit
         proxies for such annual meeting. The Corporation may require any
         proposed nominee to furnish such other information as it may reasonably
         require to determine the eligibility of such proposed nominee to serve
         as a director of the Corporation.
 
                  (iii) Notwithstanding anything in the second sentence of
         paragraph (a)(ii) of this Bylaw to the contrary, in the event that the
         number of Directors to be elected to the Board is increased and there
         is no public announcement by the Corporation naming all of the nominees
         for Director or specifying the size of the increased Board at least 100
         calendar days prior to the first anniversary of the preceding year's
         annual meeting, a stockholder's notice required by this Bylaw shall be
         considered timely, but only with respect to nominees for any new
         positions created by such increase, if it shall be delivered to the
         Secretary at the principal executive offices of the Corporation not
         later than the close of business on the 10th calendar day following the
         day on which such public announcement is first made by the Corporation.
 
         (b) Special Meetings of the Stockholders. Only such business shall be
conducted at a special meeting of stockholders as shall have been brought before
the meeting pursuant to the Corporation's notice of meeting under Section 2.5 of
these Bylaws. Nominations of persons for election to the Board may be made at a
special meeting of stockholders at which Directors are to be elected pursuant to
the Corporation's notice of meeting (i) by or at the direction of the Board, or
(ii) by any stockholder of the Corporation who is a stockholder of record at the
time of giving of notice provided for in this Bylaw, who shall be entitled to
vote at the meeting and who complies with the notice procedures set forth in
this Bylaw. In the event the Corporation calls a special meeting of stockholders
for the purpose of electing one or more Directors to the Board,
 
 
 
 
 
 
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any stockholder may nominate a person or persons (as the case may be) for
election to such position(s) as specified in the Corporation's notice of meeting
pursuant to clause (ii) if the stockholder's notice required by paragraph
(a)(ii) of this Bylaw shall be delivered to the Secretary at the principal
executive offices of the Corporation not earlier than the close of business on
the 120th calendar day prior to such special meeting, nor later than the close
of business on the later of the 90th calendar day prior to such special meeting
or the 10th calendar day following the day on which public announcement is first
made of the date of the special meeting and of the nominees proposed by the
Board to be elected at such meeting. In no event shall the public announcement
of an adjournment or postponement of a special meeting commence a new time
period (or extend any time period) for the giving of a stockholder's notice as
described above.
 
         (c) General.
 
                  (i) Only such persons who are nominated in accordance with the
         procedures set forth in this Bylaw shall be eligible to be elected at
         an annual or special meeting of stockholders of the Corporation to
         serve as Directors and only such business shall be conducted at a
         meeting of stockholders as shall have been brought before the meeting
         in accordance with the procedures set forth in this Bylaw. Except as
         otherwise provided by law, the chairman of the meeting shall have the
         power and duty (a) to determine whether a nomination or any business
         proposed to be brought before the meeting was made or proposed, as the
         case may be, in accordance with the procedures set forth in this Bylaw
         (including whether the stockholder or beneficial owner, if any, on
         whose behalf the nomination or proposal is made solicited (or is part
         of a group which solicited) or did not so solicit, as the case may be,
         proxies in support of such stockholder's nominee or proposal in
         compliance with such stockholder's representation as required by clause
         (a)(ii)(C)(4) of this Section 2.8) and (b) if any proposed nomination
         or business was not made or proposed in compliance with this Bylaw, to
         declare that such nomination shall be disregarded or that such proposed
         business shall not be transacted. Notwithstanding the foregoing
         provisions of this Bylaw, unless otherwise required by law, if the
         stockholder (or a qualified representative of the stockholder) does not
         appear at the annual or special meeting of stockholders of the
         Corporation to present a nomination or proposed business, such
         nomination shall be disregarded and such proposed business shall not be
         transacted, notwithstanding that proxies in respect of such vote may
         have been received by the Corporation. For purposes of this Bylaw, to
         be considered a qualified representative of the stockholder, a person
         must be authorized by a writing executed by such stockholder or an
         electronic transmission delivered by such stockholder to act for such
         stockholder as proxy at the meeting of stockholders and such person
         must produce such writing or electronic transmission, or a reliable
         reproduction of the writing or electronic transmission, to the
         Secretary of the Corporation at the meeting of the stockholders.
 
                  (ii) For purposes of this Bylaw, "public announcement" shall
         mean any method (or combination of methods) of disclosure that is
         reasonably designed to provide broad, non-exclusionary distribution of
         the information to the public or the furnishing or filing of any
         document publicly filed by the Corporation with the Securities and
         Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange
         Act.
 
 
 
 
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                  (iii) A stockholder must also comply with all applicable
         requirements of the Exchange Act and the rules and regulations
         thereunder with respect to the matters set forth in this Bylaw. Nothing
         in this Bylaw shall be deemed to affect any rights (A) of stockholders
         to request inclusion of proposals in the Corporation's proxy statement
         pursuant to Rule 14a-8 under the Exchange Act or (B) of the holders of
         any series of Preferred Stock to elect Directors under an applicable
         Preferred Stock Designation (as defined in the Certificate of
         Incorporation).
 
         Section 2.9. Procedure for Election of Directors. Election of Directors
at all meetings of the stockholders at which Directors are to be elected shall
be by ballot unless otherwise determined by the Board prior to such meeting,
and, subject to the rights of the holders of any series of Preferred Stock to
elect Directors under an applicable Preferred Stock Designation, a plurality of
the votes cast thereat shall elect Directors.
 
         Section 2.10. Required Vote. Except as otherwise provided by law, the
Certificate of Incorporation, any Preferred Stock Designation or these Bylaws,
in all matters other than the election of Directors, the affirmative vote of a
majority of the voting power of the shares present in person or represented by
proxy at the meeting and entitled to vote on the matter shall be the act of the
stockholders.
 
         Section 2.11. Inspectors of Elections; Opening and Closing the Polls.
The Board by resolution may, or, if required by law, shall, appoint, or shall
authorize an officer of the Corporation to appoint, one or more inspectors,
which inspector or inspectors may include individuals who serve the Corporation
in other capacities, including, without limitation, as officers, employees,
agents or representatives, to act at the meetings of stockholders and make a
written report thereof. One or more persons may be designated as alternate
inspector(s) to replace any inspector who fails to act. If no inspector or
alternate has been appointed to act or is able to act at a meeting of the
stockholders, the chairman of the meeting may, or, if required by applicable
law, shall, appoint one or more inspectors to act at the meeting. Each
inspector, before discharging such person's duties, shall take and sign an oath
faithfully to execute the duties of inspector with strict impartiality and
according to the best of such person's ability. The inspector(s) shall have the
duties prescribed by law. The chairman of the meeting shall fix and announce at
the meeting 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.
 
         Section 2.12. Conduct of Meetings. The Board may to the extent not
prohibited by law adopt such rules and regulations for the conduct of meetings
of stockholders as it shall deem appropriate. Except to the extent inconsistent
with such rules and regulations as adopted by the Board, 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 or prescribed by
the chairman of the meeting, may to the extent not prohibited by law include,
without limitation, the following: (a) the establishment of an agenda or order
of business for the meeting; (b) rules and procedures for maintaining order at
the meeting and the safety of those present; (c) 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 chairman of
the meeting shall determine; (d) restrictions on
 
 
 
 
 
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entry to the meeting after the time fixed for the commencement thereof; and (e)
limitations on the time allotted to questions or comments by participants.
Unless and to the extent determined by the Board or the chairman of the meeting,
meetings of stockholders shall not be required to be held in accordance with the
rules of parliamentary procedure.
 
 
                                   ARTICLE III
                                    THE BOARD
 
         Section 3.1. General Powers. The business and affairs of the
Corporation shall be managed by and under the direction of the Board. In
addition to the powers and authorities expressly conferred upon the Board by
these Bylaws, the Board may exercise all such powers of the Corporation and do
all such lawful acts and things as are not by statute, by the Certificate of
Incorporation or by these Bylaws required to be exercised or done by the
stockholders. Except as otherwise provided by law, these Bylaws or by the
Certificate of Incorporation, all decisions of the Board shall require the
affirmative vote of a majority of the Directors present at a meeting at which a
quorum is present.
 
         Section 3.2. Number; Qualifications. Subject to the rights of any
series of Preferred Stock to elect Directors under specified circumstances, the
number of the Directors constituting the entire Board shall be fixed from time
to time exclusively by resolution adopted by a majority of the Whole Board. A
Director need not be a stockholder of the Corporation.
 
         Section 3.3. Regular Meetings. The Board shall meet at least four times
a year. Regular meetings shall be held at such place or places, and at such time
or times as shall have been established by the Chairman of the Board or the
Board and communicated to all Directors. A notice of each regular meeting shall
not be required.
 
         Section 3.4. Special Meetings. A special meeting of the Board may be
called at the request of (a) the Chairman of the Board, (b) the President or (c)
a majority of the Whole Board, and such meeting shall be held at such place, on
such date, and at such time as he or she shall fix. Notice of the place, date,
time and purpose of each such special meeting shall be given to each Director by
whom it is not waived by mailing written notice not less than 5 days before the
meeting or by telephone or by facsimile or electronic transmission of the same
not less than 24 hours before the meeting.
 
         Section 3.5. Conference Telephone Meetings. Members of the Board or any
committee thereof may participate in a meeting of the Board or such committee by
means of conference telephone or other communications equipment by means of
which all persons participating in the meeting can hear each other, and such
participation in a meeting shall constitute presence in person at such meeting.
 
         Section 3.6. Quorum; Conduct of Business. A majority of the Whole Board
present in person or participating in accordance with Section 3.5 shall
constitute a quorum for the transaction of business, but if at any meeting of
the Board there shall be less than a quorum present, a majority of the Directors
present may adjourn the meeting from time to time without further notice.
Subject to applicable law and any provisions of these Bylaws or the Certificate
of
 
 
 
 
 
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<PAGE>
 
Incorporation, the act of the majority of the Directors present at a meeting at
which a quorum is present shall be the act of the Board.
 
         Section 3.7. Vacancies; Increases in the Number of Directors. Subject
to the rights of the holders of any series of Preferred Stock then outstanding
and except as otherwise provided by law, resolution of the Board or in the
Certificate of Incorporation, vacancies and newly created directorships
resulting from any increase in the authorized number of Directors may be filled
only by vote of the majority of the Directors then in office, although less than
a quorum, or a sole remaining Director (and not by the stockholders); and any
Director so chosen shall hold office until the next election of the class for
which such Director has been chosen and until his successor shall be duly
elected and shall qualify, unless sooner displaced.
 
         Section 3.8. Committees. (a) The Board may, subject to applicable law,
establish committees of the Board and may delegate its powers and authority to
such committees. Each such committee shall consist of one or more of the
Directors. The Board may designate one or more Directors as alternate members of
any committee, who may replace any absent or disqualified member at any meeting
of the committee. In the absence or disqualification of a member of the
committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he, she or they constitute a quorum,
may unanimously appoint another member of the Board to act at the meeting in
place of any such absent or disqualified member.
 
         (b)  The Board shall have an audit committee meeting the
independence and experience requirements set forth in Rule 10A-3 under the
Exchange Act and in the listing standards of the principal exchange on which the
Common Stock of the Corporation is traded, if any, in each case as of the date
of these Bylaws for membership on the audit committee of the Board, including
any transition rules that may apply. The audit committee shall establish, and
the Board shall authorize and approve, a written audit committee charter in
accordance with the rules of the principal exchange on which the Common Stock of
the Corporation is traded, if any, as amended from time to time.
 
         (c)  The Board shall have a compensation committee meeting the
independence requirements set forth in the listing standards of the principal
exchange on which the Common Stock of the Corporation is traded, if any, as of
the date of these Bylaws for membership on the compensation committee of the
Board, including any transition rules that may apply. The compensation committee
shall establish, and the Board shall authorize and approve, a written
compensation committee charter in accordance with the rules of the principal
exchange on which the Common Stock of the Corporation is traded, if any, as
amended from time to time.
 
         (d)  The Board shall have nominating and governance committee
meeting the independence requirements set forth in the listing standards of the
principal exchange on which the Common Stock of the Corporation is traded, if
any, as of the date of these Bylaws for membership on the nominating and
governance committee of the Board, including any transition rules that may
apply. The nominating and governance committee shall establish, and the Board
shall authorize and approve, a written nominating and governance committee
charter in accordance with the rules of the principal exchange on which the
Common Stock of the Corporation is traded, if any, as amended from time to time.
 
 
 
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         (e)  Unless the Board shall otherwise provide, a majority of any
committee may fix the time and place of its meetings and may determine its
action. Notice of such meetings shall be given to each member of the committee
in the manner provided for in Section 3.4 of these Bylaws. The Board shall have
power at any time to fill vacancies in, to change the membership of, or to
dissolve any committee. Notwithstanding paragraph (a) of this Bylaw, nothing
herein shall be deemed to prevent the Board from appointing one or more
committees consisting in whole or in part of persons who are not Directors;
provided, however, that no such committee shall have or may exercise any
authority of the Board.
 
         Section 3.9. Action by Consent of Board or Committee. The Board and any
committee thereof may act without a meeting so long as all members of the Board
or committee shall have consented thereto in writing or by electronic
transmission and such written consent or electronic transmission is filed with
the minutes of the proceedings of the Board or committee, as appropriate.
 
         Section 3.10. Records. The Board shall cause to be kept a record
containing the minutes of the proceedings of the meetings of the Board and of
the stockholders, appropriate stock books and registers and such books of
records and accounts as may be necessary for the proper conduct of the business
of the Corporation.
 
                                   ARTICLE IV
                                    OFFICERS
 
         Section 4.1. Officers. The officers of the Corporation shall be elected
by, and serve at the pleasure of, the Board. Such officers shall have the
authority and duties delegated to each of them, respectively, by these Bylaws or
the Board from time to time. The officers of the Corporation may be a Chairman
of the Board, a Chief Executive Officer, a President, a Secretary, a Treasurer,
and such other officers (including, without limitation, Executive Vice
Presidents, Senior Vice Presidents and Vice Presidents) as the Board from time
to time may deem proper. The Board may from time to time elect such other
officers (including one or more Vice Presidents, Controllers, Assistant
Secretaries and Assistant Treasurers) as may be necessary or desirable for the
conduct of the business of the Corporation. Such other officers and agents shall
have such duties and shall hold their offices for such terms as shall be
provided in these Bylaws or as may be prescribed by the Board, as the case may
be. Any number of offices may be held by the same person. The salary of the
Chief Executive Officer shall be fixed from time to time by, and the salaries of
the other executive officers elected by the Board shall be recommended from time
to time by, the compensation committee of the Board, if such committee is then
established or, if such committee is not then established, by the Board or by
such officers as may be designated by resolution of the Board.
 
         Section 4.2. Election and Term of Office. The officers of the
Corporation shall be elected annually by the Board at the regular meeting of the
Board held after the annual meeting of the stockholders. If the election of
officers shall not be held at such meeting, such election shall be held as soon
thereafter as convenient. Each officer shall hold office until such person's
successor shall have been duly elected and shall have qualified or until such
person's death or until he or she shall resign or be removed pursuant to Section
4.9.
 
 
 
 
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         Section 4.3. Chairman of the Board. The Directors shall elect the
Chairman of the Board from among the Directors. The Chairman of the Board shall
preside at all meetings of the stockholders and of the Board. He or she shall
make reports to the Board and the stockholders and shall see that all orders and
resolutions of the Board and of any committee thereof are carried into effect.
The Chairman of the Board may also serve as President or Chief Executive
Officer, if so elected by the Board. The Directors also may elect a
vice-chairman to act in the place of the Chairman of the Board upon his or her
absence or inability to act.
 
         Section 4.4. Chief Executive Officer. The Chief Executive Officer shall
be responsible for the general management of the affairs of the Corporation and
shall perform all duties and have all powers that are commonly incidental to the
office of chief executive, which may be required by law and all such other
duties as are properly required of or delegated to him or her by the Board.
Unless the Board has elected a vice-chairman and such vice-chairman is able to
act in the place of the Chairman of the Board, the Chief Executive Officer, if
he or she is also a director, shall, in the absence, or because of the inability
to act, of the Chairman of the Board, perform all duties of the Chairman of the
Board and preside as chairman at all meetings of stockholders and the Board.
 
         Section 4.5. President. The President shall act in a general executive
capacity and shall assist the Chief Executive Officer in the administration and
operation of the Corporation's business and general supervision of its policies
and affairs. The President shall have such other powers and shall perform such
other duties as shall be properly assigned or delegated to him or her by the
Board or the Chairman of the Board.
 
         Section 4.6. Vice Presidents. Each Executive Vice President, Senior
Vice President and Vice President shall have such powers and shall perform such
duties as shall be properly assigned or delegated to him or her by the Board or
the Chairman of the Board or such duties as are customarily performed by such
officer.
 
         Section 4.7. Treasurer. The Treasurer shall exercise general
supervision over the receipt, custody and disbursement of corporate funds. The
Treasurer shall cause the funds of the Corporation to be deposited in such banks
as may be authorized by the Board, or in such banks as may be designated as
depositories in the manner provided by resolution of the Board. The Treasurer
shall, in general, perform all duties and have all powers that are commonly
incident to the office of the Treasurer and shall have such further powers and
duties and shall be subject to such directions as may be properly granted or
imposed from time to time by the Board or the Chairman of the Board.
 
         Section 4.8. Secretary. The Secretary shall keep or cause to be kept,
in one or more books provided for that purpose, the minutes of all meetings of
the Board, the committees of the Board and the stockholders. The Secretary shall
see that all authorized notices are duly given in accordance with the provisions
of these Bylaws and as required by law; shall be custodian of the records and
the seal of the Corporation and affix and attest the seal to all stock
certificates of the Corporation (unless the seal of the Corporation on such
certificates shall be a facsimile, as hereinafter provided) and affix and attest
the seal to all other documents to be executed on behalf of the Corporation
under its seal; and shall see that the books, reports, statements, certificates
and other documents and records required by law to be kept and filed are
properly kept and filed; and
 
 
 
 
 
                                      -10-
<PAGE>
 
in general, shall perform all the duties and have all powers that are commonly
incident to the office of Secretary and such other duties as from time to time
may be assigned to the Secretary by the Board or the Chairman of the Board.
 
         Section 4.9. Removal. Any officer elected by the Board may be removed
at any time, with or without cause, by the Board whenever, in the judgment of
the Board, the best interests of the Corporation would be served thereby.
 
         Section 4.10. Vacancies. A newly created elected office and a vacancy
in any elected office because of death, resignation or removal may be filled by
the Board for the unexpired portion of the term at any meeting of the Board.
 
         Section 4.11. Delegation of Authority. The Board may from time to time
delegate the powers or duties of any officer to any other officers or agents,
notwithstanding any provision hereof.
 
                                    ARTICLE V
                        STOCK CERTIFICATES AND TRANSFERS
 
         Section 5.1. Stock Certificates and Transfers. The interest of each
stockholder of the Corporation shall be evidenced by certificates for shares of
stock in such form as the Board may from time to time prescribe. The shares of
the stock of the Corporation shall be transferred on the books of the
Corporation by the holder thereof in person or by such person's attorney, upon
surrender for cancellation of certificates for at least the same number of
shares (except where a certificate is issued in accordance with Section 5.2
below), with an assignment and power of transfer endorsed thereon or attached
thereto, duly executed, with such proof of the authenticity of the signature as
the Corporation or its agents may reasonably require. All or any of the
signatures on such certificates may be in facsimile. In case any officer,
transfer agent or registrar who has signed or whose facsimile signature has been
placed upon a certificate has ceased to be such officer, transfer agent or
registrar before such certificate is issued, it may be issued by the Corporation
with the same effect as if he were such officer, transfer agent or registrar at
the date of issue. Notwithstanding the foregoing provisions regarding share
certificates, but subject to the requirements and limitations of applicable law,
the Board may provide that some or all of any or all classes or series of the
Corporation's common or any preferred shares may be uncertificated shares.
 
         Section 5.2. Lost, Stolen or Destroyed Certificates. No certificate for
shares of stock in the Corporation shall be issued in place of any certificate
alleged to have been lost, destroyed or stolen, except on production of such
evidence of such loss, destruction or theft and on delivery to the Corporation
of a bond of indemnity in such amount, upon such terms and secured by such
surety, as the Board or any financial officer may in its or such person's
discretion require.
 
                                   ARTICLE VI
                    INDEMNIFICATION OF DIRECTORS AND OFFICERS
 
         Section 6.1. Right to Indemnification. Each person who was or is made a
party to or is threatened to be made a party to or is otherwise involved in any
action, suit or proceeding, whether civil, criminal, administrative or
investigative (hereinafter, a "proceeding"), by reason of
 
 
 
 
 
                                      -11-
<PAGE>
 
the fact that such person, or a person of whom such person 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, trustee or agent of another
corporation or of a partnership, limited liability company, joint venture, trust
or other enterprise, including service with respect to employee benefit plans,
whether the basis of such proceeding is alleged action in an official capacity
as a director, officer, employee, trustee or agent or in any other capacity
while serving as a director, officer, employee, trustee or agent, shall be
indemnified and held harmless by the Corporation to the fullest extent
authorized by the DGCL, as the same exists or may hereafter be amended against
all expense, liability and loss (including, without limitation, attorneys' fees,
judgments, fines, amounts paid or to be paid in settlement and excise taxes or
penalties arising under the Employment Retirement Income Security Act of 1974,
as in effect from time to time) reasonably incurred or suffered by such person
in connection therewith; provided, however, that, except as provided in Section
6.2 hereof, the Corporation shall indemnify any such person seeking
indemnification in connection with a proceeding (or part thereof) initiated by
such person only if such proceeding (or part thereof) was authorized by the
Board. The right to indemnification conferred in this Section 6.1 shall be a
contract right. The Corporation shall prepay the expenses incurred in defending
any such proceeding in advance of its final disposition, any advance payments to
be paid by the Corporation within 20 calendar days after the receipt by the
Corporation of a statement or statements from the claimant requesting such
advance or advances from time to time; provided, however, that, if and to the
extent the DGCL requires, the payment of such expenses incurred by a Director or
officer in such person's capacity as a Director or officer in advance of the
final disposition of a proceeding shall be made only upon delivery to the
Corporation of an undertaking, by or on behalf of such Director or officer, to
repay all amounts so advanced if it shall ultimately be determined that such
Director or officer is not entitled to be indemnified under this Section 6.1 or
otherwise. The Corporation may, to the extent authorized from time to time by
the Board, grant rights to indemnification, and rights to have the Corporation
pay the expenses incurred in defending any proceeding in advance of its final
disposition, to any employee, trustee or agent of the Corporation to the fullest
extent of the provisions of this Article VI with respect to the indemnification
and advancement of expenses of Directors and officers of the Corporation and may
enter into Indemnity Agreements to such effect.
 
         Section 6.2. Right of Claimant to Bring Suit. If a claim under Section
6.1 of this Article VI is not paid in full by the Corporation within 60 calendar
days after a written claim has been received by the Corporation, the claimant
may at any time thereafter bring suit against the Corporation to recover the
unpaid amount of the claim and, if successful in whole or in part, the claimant
shall be entitled to be paid also the expense of prosecuting such claim. It
shall be a defense to any such action (other than an action brought to enforce a
claim for expenses incurred in defending any proceeding in advance of its final
disposition where the required undertaking, if any is required, has been
tendered to the Corporation) that the claimant has not met the standard of
conduct which makes it permissible under the DGCL for the Corporation to
indemnify the claimant for the amount claimed, but the burden of proving such
defense shall be on the Corporation. Neither the failure of the Corporation
(including its Board, independent legal counsel or its stockholders) to have
made a determination prior to the circumstances that the claimant has met the
applicable standard of conduct set forth in the DGCL, nor an actual
determination by the Corporation (including its Board, independent legal counsel
or its stockholders) that the claimant has not met such applicable standard of
conduct, shall be a
 
 
 
 
 
                                      -12-
<PAGE>
 
defense to the action or create a presumption that the claimant has not met the
applicable standard of conduct.
 
         Section 6.3. Non-Exclusivity of Rights. The right to indemnification
and the payment of expenses incurred in defending a proceeding in advance of its
final disposition conferred in this Article VI shall not be exclusive of any
other right which any person may have or hereafter acquire under any statute,
provision of the Certificate of Incorporation, Bylaw, agreement, vote of
stockholders or disinterested Directors or otherwise. No repeal or modification
of this Article VI shall in any way diminish or adversely affect the rights of
any Director, officer, employee, trustee or agent of the Corporation hereunder
in respect of any occurrence or matter arising prior to any such repeal or
modification.
 
         Section 6.4. Insurance. The Corporation may maintain insurance, at its
expense, to protect itself and any Director, officer, employee, trustee or agent
of the Corporation or another corporation, partnership, limited liability
company, joint venture, trust or other enterprise against any such expense,
liability or loss, whether or not the Corporation would have the power to
indemnify such person against such expense, liability or loss under the DGCL.
 
         Section 6.5. Severability. If any provision or provisions of this
Article VI shall be held to be invalid, illegal or unenforceable for any reason
whatsoever: (i) the validity, legality and enforceability of the remaining
provisions of this Article VI (including, without limitation, each portion of
any paragraph of this Article VI containing any such provision held to be
invalid, illegal or unenforceable, that is not itself held to be invalid,
illegal or unenforceable) shall not in any way be affected or impaired thereby;
and (ii) to the fullest extent possible, the provisions of this Article VI
(including, without limitation, each such portion of any paragraph of this
Article VI containing any such provision held to be invalid, illegal or
unenforceable) shall be construed so as to give effect to the intent manifested
by the provision or provisions held invalid, illegal or unenforceable.
 
         Section 6.6. Expenses as a Witness. To the extent that any Director or
officer of the Corporation is by reason of such position, or a position as a
director, officer, trustee, employee or agent with another entity at the request
of the Corporation, a witness in any action, suit of proceeding, he or she shall
be indemnified against all costs and expenses actually and reasonably incurred
in connection therewith.
 
         Section 6.7. Nature of Rights. The rights conferred upon indemnitees by
this Article VI shall continue as to an indemnitee who has ceased to be a
Director or officer and shall inure to the benefit of such indemnitee's heirs,
executors and administrators. Any repeal or modification of the foregoing
provisions of this Article VI shall not adversely affect any right or protection
hereunder of any person in respect of any act or omission occurring prior to the
time of such repeal or modification.
 
                                   ARTICLE VII
                            MISCELLANEOUS PROVISIONS
 
         Section 7.1. Fiscal Year. The fiscal year of the Corporation shall be
the calendar year, unless the Board shall determine otherwise by resolution.
 
 
 
 
                                      -13-
<PAGE>
 
         Section 7.2. Dividends. The Board may from time to time declare, and
the Corporation may pay, dividends on its outstanding shares in the manner and
upon the terms and conditions provided by law and the Certificate of
Incorporation.
 
         Section 7.3. Seal. The corporate seal, if any, shall have inscribed
thereon the words "Corporate Seal," the year of incorporation and the word
"Delaware."
 
         Section 7.4. Waiver of Notice. Whenever any notice is required to be
given to any stockholder or Director under the provisions of the DGCL or these
Bylaws, a waiver thereof by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be deemed equivalent to
the giving of such notice. Neither the business to be transacted at, nor the
purpose of, any annual or special meeting of the stockholders or the Board or
any committee thereof need be specified in any waiver of notice of such meeting.
 
         Section 7.5. Resignations. Any Director or any officer, whether elected
or appointed, may resign at any time by giving written notice of such
resignation to the Chairman of the Board or the Secretary, and such resignation
shall be deemed to be effective as of the close of business on the date said
notice is received by the Chairman of the Board or the Secretary, or at such
later time as is specified therein. No formal action shall be required of the
Board or the stockholders to make any such resignation effective.
 
                                  ARTICLE VIII
                 CONTRACTS; VOTING SECURITIES OF OTHER ENTITIES
 
         Section 8.1. Contracts. Except as otherwise required by law, the
Certificate of Incorporation, a Preferred Stock Designation or these Bylaws, any
contracts or other instruments may be executed and delivered in the name and on
the behalf of the Corporation by such officer or officers of the Corporation as
the Board may from time to time direct. Such authority may be general or
confined to specific instances as the Board may determine. Unless provided
otherwise by resolution of the Board, the Chairman of the Board, the Chief
Executive Officer, the President or any Executive Vice President, Senior Vice
President or Vice President may execute bonds, contracts, deeds, leases and
other instruments to be made or executed for or on behalf of the Corporation.
Subject to any restrictions imposed by the Board, the Chairman of the Board, the
Chief Executive Officer, the President or any Executive Vice President, Senior
Vice President or Vice President of the Corporation may delegate contractual
powers to others under such person's authority, it being understood, however,
that any such delegation of power shall not relieve such officer of
responsibility with respect to the exercise of such delegated power.
 
         Section 8.2. Action with Respect to Securities of Other Entities.
Unless otherwise provided by resolution adopted by the Board, the Chairman of
the Board, the Chief Executive Officer, the President or any officer authorized
by one of them shall have the power to vote and otherwise act, appoint an
attorney or attorneys or agent or agents of the Corporation, in the name and on
behalf of the Corporation, to cast the votes which the Corporation may be
entitled to cast as the holder of stock, other securities or interests in any
other entity, any of whose stock or other securities or interests may be held by
the Corporation, at meetings of the holders of the stock, other securities or
interests, of such other entity, or to consent in writing, in the name of the
Corporation as such holder, to any action by such other entity, and may instruct
the person or
 
 
 
 
 
 
                                      -14-
<PAGE>
 
persons so appointed as to the manner of casting such votes or giving such
consent, and may execute or cause to be executed in the name and on behalf of
the Corporation and under its corporate seal or otherwise, all such written
proxies or other instruments as he or she may deem necessary or proper and
otherwise exercise any and all rights and powers that the Corporation may
possess by reason of its ownership of stock, other securities or interests in
such other entity.
 
                                   ARTICLE IX
                                   AMENDMENTS
 
         These Bylaws may be altered, amended or repealed and new Bylaws may be
adopted (a) at any annual or special meeting of stockholders by the affirmative
vote of the holders of a majority of the voting power of the stock issued and
outstanding and entitled to vote thereat; or (b) by the affirmative vote of a
majority of the Whole Board; provided that in the case of any such stockholder
action at a special meeting of stockholders, notice of the proposed alteration,
amendment, repeal or adoption of such Bylaws must be contained in the notice of
such special meeting.
 
 
 
 
                                      -15-
<PAGE>
 
 
 
 
                            CERTIFICATE BY SECRETARY
 
         The undersigned, being a Proper Officer of the Corporation, hereby
certifies that the foregoing Bylaws were duly approved and adopted by the Board
effective on June 1, 2005.
 
         IN WITNESS WHEREOF, I have signed this certification on this 8th day of
July 2005.
 
 
                                      /s/ Thomas W. Stoelk
                                      ------------------------------------------
                                      Thomas W. Stoelk, Vice President and Chief
                                                  Financial Officer
 
 
 
 
 
                                      -16-