FOOTSTAR, INC.
                           AMENDED AND RESTATED BYLAWS
                       (Effective as of February 7, 2006)
 
                                    ARTICLE I
                                     OFFICES
 
           Section 1. Registered Office. The registered office shall be in the
City of Wilmington, County of New Castle, State of Delaware.
 
           Section 2. Other Offices. The Corporation may also have offices at
such other places both within and without the State of Delaware as the Board of
Directors may from time to time determine or the business of the Corporation may
require.
 
           Section 3. Books. The books of the Corporation may be kept within or
without of the State of Delaware as the Board of Directors may from time to time
determine or the business of the Corporation may require.
 
                                   ARTICLE II
                            MEETINGS OF STOCKHOLDERS
 
           Section 1. Time and Place of Meetings.
 
           (a) All meetings of stockholders shall be held at such place, either
within or without the State of Delaware, on such date and at such time as may be
determined from time to time by the Board of Directors (or the Chairman of the
Board in the absence of a designation by the Board of Directors) and stated in
the notice of the meeting or in a duly executed waiver of notice thereof.
 
           (b) The Board of Directors may, in its sole discretion, determine
that the meeting of the stockholders shall not be held at any place, but may
instead be held solely by means of remote communication in accordance with
Section 211(a)(2) of the Delaware General Corporation Law (the "DGCL"). If
authorized by the Board of Directors in its sole discretion, and subject to such
guidelines and procedures as the Board of Directors may adopt, stockholders and
proxyholders not physically present at a meeting of stockholders may, by means
of remote communication, (i) participate in a meeting of stockholders and (ii)
be deemed present in person and vote at a meeting of stockholders whether such
meeting is to be held at a designated place or solely by means of remote
communication; provided that (A) the Corporation shall implement reasonable
measures to verify that each person deemed present and permitted to vote at the
meeting by means of remote communication is a stockholder or proxyholder; (B)
the Corporation shall implement reasonable measures to provide such stockholders
and proxyholders a reasonable opportunity to participate in the meeting and to
vote on matters submitted to the stockholders, including an opportunity to read
or hear the proceedings of the meeting substantially concurrently with such
proceedings; and (C) if any stockholder or proxyholder votes or takes other
action at the meeting by means of remote communication, a record of such vote or
other action shall be maintained by the Corporation.
 
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           Section 2. Annual Meetings. The first annual meeting following the
effective date of these Bylaws shall be in May, 2007 and thereafter, annual
meetings of stockholders shall be held on such date no more than 13 months
following the date of the preceding annual meeting (which date shall not be a
legal holiday in the place where the meeting is to be held) and at such time as
shall be designated from time to time by the Board of Directors and stated in
the notice of the meeting, at which (subject to the quorum requirements set
forth in Section 5 of this Article II), except as otherwise provided by law or
the Second Amended and Restated Certificate of Incorporation, as amended and
restated from time to time (the "Certificate of Incorporation"), the
stockholders shall elect, by a plurality vote of the shares represented in
person or by proxy, directors to succeed those whose terms are expiring, and
transact such other business as may properly be brought before the meeting.
 
           Section 3. Special Meetings. Special meetings of the stockholders,
for any purpose or purposes, unless otherwise prescribed by law or the
Certificate of Incorporation, may be called by the Chairman of the Board (or, if
none is designated, the President) and shall be called by the President or
Secretary at the request in writing of (a) at least a majority of the directors
then serving on the Board of Directors or (b) the Chairman of the Board (or, if
none is designated, the President). Such request shall state the purpose or
purposes of the proposed meeting and business transacted at any special meeting
of stockholders shall be limited to the purposes stated in the notice.
Notwithstanding the foregoing, whenever holders of one or more classes or series
of Preferred Stock shall have the right, voting separately as a class or series,
to elect directors, such holders may call, pursuant to the terms of the
resolution or resolutions adopted by the Board of Directors pursuant to Article
FOURTH of the Certificate of Incorporation, special meetings of holders of such
Preferred Stock.
 
           Section 4. Notice of Meetings and Adjourned Meetings; Waivers of
Notice.
 
           (a) Except as otherwise provided by law or the Certificate of
Incorporation, written notice of each meeting of stockholders, specifying the
place, if any, date and hour of the meeting; the means of remote communications,
if any, by which stockholders and proxyholders may be deemed to be present in
person and vote at such meeting; and the purpose or purposes of the meeting,
shall be given not less than ten (10) nor more than sixty (60) days before the
date of the meeting to each stockholder entitled to vote thereat, directed to
the stockholder in accordance with the procedures set forth in Section 1 of
Article V. Notice shall be deemed to have been given to all stockholders of
record who share an address if notice is given in accordance with the
"householding" rules set forth in Rule 14a-3(e) under the Securities Exchange
Act of 1934, as amended ("Exchange Act").
 
           (b) If at any meeting action is proposed to be taken which, if taken,
would entitle stockholders fulfilling the requirements of Section 262(d) of the
DGCL to an appraisal of the fair value of their shares, the notice of such
meeting shall contain a statement of that purpose and to that effect and shall
be accompanied by a copy of that statutory section.
 
 
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           (c) When a meeting is adjourned to another time or place, notice need
not be given of the adjourned meeting if the time and place, if any, thereof,
and the means of remote communications, if any, by which stockholders and
proxyholders may be deemed to be present in person and vote at such meeting, are
announced at the meeting at which the adjournment is taken unless the
adjournment is for more than thirty (30) days, or unless after the adjournment a
new record date is fixed for the adjourned meeting, in which event a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.
 
           (d) Notice of the time, place and purpose of any meeting of
stockholders may be waived in writing, either before or after such meeting, and
to the extent permitted by law, will be waived by any stockholder by his
attendance thereat, in person or by proxy. Any stockholder so waiving notice of
such meeting shall be bound by the proceedings of any such meeting in all
respects as if due notice thereof had been given.
 
           Section 5. Quorum; Adjournments. Except as otherwise provided by law,
the Certificate of Incorporation or these Bylaws, the holders of a majority of
the shares of stock issued and outstanding and entitled to vote, present in
person or represented by proxy, shall constitute a quorum at all meetings of the
stockholders for the transaction of business. If, however, such quorum shall not
be present or represented at any meeting of the stockholders, a majority of the
shares represented thereat, present in person or represented by proxy, shall
have power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present or represented. At
such adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally notified. If the adjournment is for more than thirty (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.
 
           Section 6. Voting and Proxies.
 
           (a) When a quorum is present at any meeting, the vote of the holders
of a majority of the stock having voting power present in person or represented
by proxy at any meeting shall decide any matter brought before such meeting
(subject to Section 3 of this Article II in the case of any special meeting of
stockholders), unless the matter is one upon which by an express provision of
law, the Certificate of Incorporation or these Bylaws, a different vote is
required, in which case such express provision shall govern and control the
decision of such matter. Except as otherwise provided by the DGCL, the
Certificate of Incorporation or these Bylaws, all matters other than the
election of directors properly submitted at any meeting of the stockholders
shall be decided by the affirmative majority of the votes cast by shares of
capital stock of the Corporation present, in person or by proxy, and entitled to
vote on the matter. Abstentions shall not be included in calculating the number
of votes cast on, in favor of, or in opposition to any matter.
 
           (b) Except as otherwise provided by law, only persons in whose names
shares entitled to vote stand on the stock records of the Corporation on the
record date for determining the stockholders entitled to vote at said meeting
shall be entitled to vote at such meeting. Shares standing in the names of two
or more persons shall be voted or represented in accordance with the
determination of the majority of such persons, or, if only one of such persons
is present in person or represented by proxy, such person shall have the right
to vote such shares and such shares shall be deemed to be represented for the
purpose of determining a quorum.
 
 
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           (c) Every person entitled to vote at a meeting shall have the right
to do so either in person or by an agent or agents authorized by a written proxy
executed by such person or his duly authorized agent, which proxy shall be filed
with the Secretary of the Corporation at or before the meeting at which it is to
be used. Said proxy so appointed need not be a stockholder. No proxy shall be
voted on after three (3) years from its date unless the proxy provides for a
longer period. Unless otherwise provided in the Certificate of Incorporation,
each stockholder shall at any meeting of the stockholders be entitled to one
vote in person or by written proxy for each share of the capital stock having
voting power held by such stockholder.
 
           (d) Unless and until voted, every proxy shall be revocable at the
pleasure of the person who executed it or of his legal representatives or
assigns, except in those cases where an irrevocable proxy permitted by statute
has been given.
 
           Section 7. No Stockholder Action by Written Consent. Any action
required or permitted to be taken at any annual or special meeting of
stockholders may be taken only upon the vote of stockholders at an annual or
special meeting duly noticed and called in accordance with the DGCL and may not
be taken by written consent of stockholders without a meeting.
 
           Section 8. Organization. At each meeting of stockholders, the
Chairman of the Board, if one shall have been elected, (or in his or her absence
or if one shall not have been elected, the President) shall act as chair of the
meeting. The Secretary (or in his or her absence or inability to act, the person
whom the chair of the meeting shall appoint secretary of the meeting) shall act
as secretary of the meeting and keep the minutes thereof.
 
           Section 9. Order of Business. The order of business and rules of
conduct at all meetings of stockholders shall be as determined by the chair of
the meeting.
 
           Section 10. Notice of Stockholder Business and Nominations.
 
           (a) Annual Meetings of Stockholders.
 
                (i) Nominations of persons for election to the Board of
Directors and the proposal of business to be considered by the stockholders may
be made at an annual meeting of stockholders (A) if specified in the
Corporation's notice of meeting, (B) by or at the direction of the Board of
Directors or (C) by any stockholder of the Corporation who was a stockholder of
record at the time of giving of notice provided for in this Section 10, who is
entitled to vote at the meeting and who complies with the notice procedures set
forth in this Section 10.
 
                (ii) For nominations or other business to be properly brought
before an annual meeting by a stockholder pursuant to Section 10(a)(i)(C) of
this Article II, the stockholder must have given timely notice thereof in
writing to the Secretary of the Corporation, and such other business must
otherwise be a proper matter for stockholder action. To be timely, a
stockholder's notice shall be delivered to the Secretary at the principal
executive offices of the Corporation not later than the close of business on the
sixtieth (60th) day nor earlier than the close of business on the ninetieth
(90th) day prior to the first anniversary of the preceding year's annual
meeting; provided, however, that in the event that the date of the annual
 
 
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meeting is more than thirty (30) days before or more than sixty (60) days after
such an anniversary date, notice by the stockholder to be timely must be so
delivered not earlier than the close of business on the ninetieth (90th) day
prior to such annual meeting and not later than the close of business on the
later of the sixtieth (60th) day prior to such annual meeting or the close of
business on the tenth (10th) day following the day on which public announcement
of the date of such meeting is first made by the Corporation. 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, or is otherwise required, in each case, pursuant to
Regulation 14A under the Exchange Act (including such person's written consent
to being named in the proxy statement as a nominee and to serving as a director
if elected); (B) as to any other business that the stockholder proposes to bring
before the meeting, a brief description of the business desired to be brought
before the meeting, the 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 and (2)
the class and number of shares of the Corporation that are owned beneficially
and held of record by such stockholder and such beneficial owner.
 
                (iii) Notwithstanding anything in the second sentence of Section
10(a)(ii) above to the contrary, in the event that the number of directors to be
elected to the Board of Directors of the Corporation 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 of Directors at least
seventy (70) days prior to the first anniversary of the preceding year's annual
meeting (or, if the annual meeting is held more than thirty (30) days before or
sixty (60) days after such anniversary date, at least seventy (70) days prior to
such annual meeting), a stockholder's notice required by this Section 10 shall
also be considered timely, but only with respect to nominees for any new
positions created by such increase, if it shall be delivered to the Secretary at
the principal executive office of the Corporation not later than the close of
business on the tenth (10th) day following the day on which public announcement
of the date of such meeting is first made by the Corporation.
 
           (b) Special Meetings of Stockholders. Only such business shall be
conducted at a special meeting of stockholders as shall have been brought before
the meeting pursuant to the Corporation's notice of meeting. Nominations of
persons for election to the Board of Directors may be made at a special meeting
of stockholders at which directors are to be elected pursuant to the
Corporation's notice of meeting (i) by or at the direction of the Board of
Directors or (ii) provided that the Board of Directors has determined that
directors shall be elected at such meeting, by any stockholder of the
Corporation who is a stockholder of record at the time of giving of notice of
the special meeting, who shall be entitled to vote at the meeting and who
complies with the notice procedures set forth in this Section 10. In the event
the Corporation calls a special meeting of stockholders for the purpose of
electing one or more directors to the Board of Directors, any such stockholder
may nominate a person or persons (as the case may be) for election to such
position(s) as specified in the Corporation's notice of meeting, if the
stockholder's notice required by Section 10(a)(ii) shall be delivered to the
 
 
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Secretary at the principal executive offices of the Corporation not earlier than
the ninetieth (90th) day prior to such special meeting nor later than the close
of business on the later of the sixtieth (60th) day prior to such special
meeting, or the tenth (10th) day following the day on which public announcement
is first made of the date of the special meeting and of the nominees proposed by
the Board of Directors to be elected at such meeting.
 
           (c) General.
 
                (i) Only such persons who are nominated in accordance with the
procedures set forth in this Section 10 shall be eligible to serve as directors,
and only such business as shall have been brought before the meeting in
accordance with the procedures set forth in this Section 10 shall be conducted
at a meeting of stockholders. Except as otherwise provided by law or these
Bylaws, the chair of the meeting shall have the power and duty 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 Section 10 and, if any proposed nomination or business is not in
compliance herewith to declare that such defective proposal or nomination shall
be disregarded.
 
                (ii) For purposes of this Section 10, "public announcement"
shall mean disclosure in a press release reported by the Dow Jones News Service,
Associated Press or comparable national news service or in a document publicly
filed by the Corporation with the Securities and Exchange Commission pursuant to
Section 13, 14 or 15(d) of the Exchange Act.
 
                (iii) Notwithstanding the foregoing provisions of this Section
10, a stockholder shall also comply with all applicable requirements of the
Exchange Act and the rules and regulations thereunder with respect to the
matters set forth herein. Nothing in this Section 10 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
specified circumstances.
 
                (iv) This Section 10 is subject to the provisions of the
Certificate of Incorporation which shall control to the extent of any conflict
with this Section 10.
 
           Section 11. Voting List. The officer who has charge of the stock
ledger of the Corporation shall prepare and make, at least ten (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. In accordance with Section 219 of the DGCL, nothing contained in
this Section 11 shall be construed to require the Corporation to include
electronic mail addresses or other electronic contact information on such list.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten (10) days prior to the meeting (a) on a reasonably accessible electronic
network; provided that the information required to gain access to such list is
provided with the notice of the meeting or (b) at the principal executive office
of the Corporation. In the event that the Corporation determines to make the
list available on an electronic network, the Corporation may take reasonable
steps to ensure that such information is available only to stockholders of the
Corporation. If the meeting is to be held at a place, then the list shall also
be produced and kept at the time and place of the meeting during the whole time
 
 
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thereof, and may be inspected by any stockholder who is present. This list shall
presumptively determine the identity of the stockholders entitled to vote at the
meeting and the number of the shares held by each of them. If the meeting is to
be held solely by means of remote communication, the list shall also be open to
the examination of any stockholder during the whole time of the meeting on a
reasonably accessible electronic network, and the information required to access
such list shall be provided with the notice of the meeting.
 
                                   ARTICLE III
                                    DIRECTORS
 
           Section 1. General Powers. Except as otherwise provided in the DGCL
or the Certificate of Incorporation, the business and affairs of the Corporation
shall be managed by or under the direction of the Board of Directors.
 
           Section 2. Number, Classes, Term of Office, etc. The number, classes
and terms of office of the directors shall be as set forth in the Certificate of
Incorporation.
 
           Section 3. Quorum and Manner of Acting.
 
           (a) At all meetings of the Board of Directors, a majority of the
total number of directors shall constitute a quorum for the transaction of
business. If a quorum shall not be present at any meeting of the Board of
Directors, the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present. When a meeting is adjourned to another time or place (whether
or not a quorum is present), 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. At the adjourned meeting, the Board of Directors may
transact any business which might have been transacted at the original meeting.
 
           (b) Each director shall be entitled to one (1) vote on all matters
voted or acted upon by the Board of Directors. A quorum being present, the
affirmative vote of a majority of the directors then serving on the Board of
Directors shall be the act of the Board of Directors.
 
           Section 4. Time and Place of Meetings. The Board of Directors shall
hold its meetings at such place, either within or without the State of Delaware,
and at such time as may be determined from time to time by the Board of
Directors (or the Chairman in the absence of a determination by the Board of
Directors).
 
           Section 5. Annual Meeting. The Board of Directors shall meet for the
purpose of electing officers and transacting other business, as soon as
practicable after each annual meeting of stockholders, on the same day and at
the same place where such annual meeting shall be held. Notice of such meeting
need not be given. In the event such annual meeting is not so held, the annual
meeting of the Board of Directors may be held at such place either within or
without the State of Delaware, on such date and at such time as shall be
specified in a notice thereof given as hereinafter provided in Section 7 of this
Article III or in a waiver of notice thereof signed by any director who chooses
to waive the requirement of notice.
 
 
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           Section 6. Regular Meetings. After the place and time of regular
meetings of the Board of Directors shall have been determined and notice thereof
shall have been once given to each member of the Board of Directors, regular
meetings may be held without further notice being given.
 
           Section 7. Special Meetings. Special meetings of the Board of
Directors may be called by the Chairman of the Board and shall be called by the
Chairman of the Board, President or Secretary on the written request of any
three (3) directors. Notice of special meetings of the Board of Directors shall
be given to each director at least three (3) days before the date of the meeting
in such manner as is determined by the Board of Directors. Notice of any meeting
may be deemed waived in writing at any time before or after the meeting and will
be waived by any director by attendance thereat. A notice or waiver of notice of
a meeting of the Board of Directors need not specify the purposes of the
meeting.
 
           Section 8. Committees.
 
           (a) General; Quorum; Manner of Acting. Except as otherwise provided
in clauses (b), (c) and (d) of this Section 8, the Board of Directors may, by
resolution passed by a majority of the whole Board of Directors, designate one
or more committees, each committee to consist of one or more of the directors of
the Corporation. The Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee. Except as otherwise set forth in the
DGCL, any such committee, to the extent provided in the resolution of the Board
of Directors, shall have and may exercise all the powers and authority of the
Board of Directors in the management of the business and affairs of the
Corporation, and may authorize the seal of the Corporation to be affixed to all
papers which may require it. Each committee shall keep regular minutes of its
meetings and report the same to the Board of Directors when required. At all
meetings of any committee of the Board of Directors, a majority of the total
number of directors on such committee shall constitute a quorum for the
transaction of business. If a quorum shall not be present at any meeting of such
committee, the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present. Each director on each committee of the Board of Directors
shall be entitled to one (1) vote on all matters voted or acted upon by such
committee. A quorum being present, the affirmative vote of a majority of the
directors then serving on such committee shall be the act of such committee.
 
           (b) Audit Committee. On the Confirmation Date, the Board of Directors
shall appoint an Audit Committee comprised of three (3) members of the Board of
Directors, which shall initially be Alan Kelly (Chairman), Alan I. Weinstein and
Eugene I. Davis; provided that all of the directors serving on the Audit
Committee shall not have any relationship with the Corporation that may, in the
opinion of the Board of Directors, interfere with the exercise of their
independence from management and the Corporation. In addition, the members of
the Audit Committee shall satisfy the requirements for audit committee
membership imposed by any national securities exchange on which the shares of
the Corporation's stock may then be listed and any eligibility requirements of
the Securities and Exchange Commission (the "SEC") with regard to companies
whose securities are registered under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). In addition to such responsibilities as are set
 
 
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forth in a written charter, the Audit Committee shall assist the Board of
Directors in fulfilling its responsibility relating to the corporate accounting
and reporting practices of the Corporation. Subject to the approval of the Board
of Directors, the purpose of the Audit Committee shall be to assist the Board of
Directors in fulfilling its oversight responsibilities relating to (i) the
integrity of the Corporation's financial statements, (ii) the Corporation's
compliance with legal and regulatory requirements and the hiring of outside
legal counsel for the Corporation, (iii) the qualifications, independence and
performance of the Corporation's independent auditors and (iv) the performance
of the Corporation's internal audit function. The Audit Committee shall, except
when such powers are by statute or regulation reserved to the Board of
Directors, possess and may exercise the powers of the Board of Directors
relating to all accounting and auditing matters for the Corporation. The Audit
Committee will adopt and from time to time assess and revise a written charter
which will specify how the Audit Committee will carry out its responsibilities
and such other matters as the Board of Directors and the Audit Committee
determine are necessary or desirable. Any person ceasing to be a member of the
Board of Directors shall ipso facto cease to be a member of the Audit Committee.
 
           (c) Nominating and Governance Committee. On the Confirmation Date,
the Board of Directors shall appoint a Nominating and Governance Committee
comprised of three (3) members of the Board of Directors, which shall initially
be Jonathan M. Couchman (Chairman), Adam Finerman and Gerald F. Kelly, Jr.;
provided that all of the directors serving on the Nominating and Governance
Committee shall not have any relationship with the Corporation that may, in the
opinion of the Board of Directors, interfere with the exercise of their
independence from management and the Corporation. In addition, the members of
the Nominating and Governance Committee shall satisfy the requirements for
nominating committee membership imposed by any national securities exchange on
which the shares of the Corporation's stock may then be listed and any
eligibility requirements of the SEC with regard to companies whose securities
are registered under the Exchange Act. In addition to such responsibilities as
are set forth in a written charter, the Nominating and Governance Committee
shall assist the Board of Directors in fulfilling its responsibility relating to
selecting nominees for and evaluating the performance of the Board of Directors
of the Corporation. Subject to the approval of the Board of Directors, the
Nominating and Governance Committee shall adopt and from time to time assess and
revise a written charter which will specify how the Nominating and Governance
Committee will carry out its responsibilities and such other matters as the
Board of Directors and the Nominating and Governance Committee determine are
necessary or desirable. Any person ceasing to be a member of the Board of
Directors shall ipso facto cease to be a member of the Nominating and Governance
Committee.
 
           (d) Compensation Committee. On the Confirmation Date, the Board of
Directors shall appoint a Compensation Committee comprised of three (3) members
of the Board of Directors, which shall initially be Michael O'Hara (Chairman),
Jonathan M. Couchman and George A. Sywassick; provided that all of the directors
serving on the Compensation Committee shall not have any relationship with the
Corporation that may, in the opinion of the Board of Directors, interfere with
the exercise of their independence from management and the Corporation. In
addition, the members of the Compensation Committee shall satisfy the
requirements for compensation committee membership imposed by any national
securities exchange on which the shares of the Corporation's stock may then be
listed and any eligibility requirements of the SEC with regard to companies
whose securities are registered under the Exchange Act. In addition to such
 
 
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responsibilities as are set forth in a written charter, the Compensation
Committee shall assist the Board of Directors in fulfilling its responsibility
relating to the compensation of executive officers and other key employees of
the Corporation. Subject to the approval of the Board of Directors, the
Compensation Committee shall adopt and from time to time assess and revise a
written charter which will specify how the Compensation Committee will carry out
its responsibilities and such other matters as the Board of Directors and the
Compensation Committee determine are necessary or desirable. Any person ceasing
to be a member of the Board of Directors shall ipso facto cease to be a member
of the Compensation Committee.
 
           Section 9. Action by Consent. Unless otherwise restricted by the
Certificate of Incorporation or these Bylaws, any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting, if all members of the Board of Directors or
committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Board of Directors or
committee.
 
           Section 10. Telephonic Meetings. Unless otherwise restricted by the
Certificate of Incorporation or these Bylaws, members of the Board of Directors,
or any committee designated by the Board of Directors, may participate in a
meeting of the Board of Directors, or such committee, as the case may be, by
means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other, and such
participation in a meeting shall constitute presence in person at the meeting.
 
           Section 11. Resignation. Any director may resign at any time by
giving written notice to the Board of Directors or to the Secretary of the
Corporation. The resignation of any director shall take effect upon receipt of
notice thereof or at such later time as shall be specified in such notice; and
unless otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective.
 
           Section 12. Vacancies. Unless otherwise provided in the Certificate
of Incorporation, vacancies on the Board of Directors and any committee thereof
resulting from death, resignation, removal or otherwise and newly created
directorships resulting from any increase in the number of directors may be
filled by the Board of Directors (acting by a majority of the directors then
serving on the Board of Directors, although less than a quorum, or by the sole
remaining director), upon recommendation of the Nominating and Governance
Committee. Whenever the holders of any class or classes of stock or series
thereof are entitled to elect one or more directors by the Certificate of
Incorporation, vacancies and newly created directorships of such class or
classes or series may be filled by a majority of directors elected by such class
or classes or series thereof then in office, or by a sole remaining director so
elected. Each director so elected shall hold office for a term that shall
coincide with the term of the Class to which such director shall have been
elected. If there are no directors in office, then an election of directors may
be held in accordance with the DGCL. Unless otherwise provided in the
Certificate of Incorporation or these Bylaws, when one or more directors shall
resign from the Board of Directors, effective at a future date, the Board of
Directors (acting by a majority of the directors then serving on the Board of
Directors, although less than a quorum, or by the sole remaining director),
including those who have so resigned, shall have the power to fill such vacancy
or vacancies, the vote thereon to take effect when such resignation or
resignations shall become effective, and each director so chosen shall hold
office as provided in the filling of other vacancies.
 
 
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           Section 13. Removal. A director may be removed only pursuant to the
provisions of the Certificate of Incorporation.
 
           Section 14. Compensation. Unless otherwise restricted by the
Certificate of Incorporation or these Bylaws, the Board of Directors shall have
the authority to fix the compensation of directors and to make grants and awards
to directors under any stock option, restricted stock, or any other benefit plan
in which directors may participate from time to time. Directors may be paid
their expenses, if any, of attendance at each meeting of the Board of Directors.
In furtherance and not in limitation of the foregoing, directors may be paid a
fixed sum for attendance at each meeting of the Board of Directors or a stated
fee as director. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation in connection
with committee service.
 
                                   ARTICLE IV
                                    OFFICERS
 
           Section 1. Principal Officers. The principal officers of the
Corporation shall be a Chairman of the Board, a Chief Executive Officer, a
President, one or more Vice Presidents, a Treasurer and a Secretary who shall
have the duty, among other things, to record the proceedings of the meetings of
stockholders and directors in a book kept for that purpose. The Corporation may
also have such other principal officers, including one or more Controllers, as
the Board of Directors may in its discretion appoint. One person may hold the
offices and perform the duties of any two or more of said offices, except that
no one person shall hold the offices and perform the duties of President and
Secretary or Chairman and Secretary.
 
           Section 2. Election and Term of Office. The principal officers of the
Corporation, other than the Chairman of the Board, shall be elected annually by
the Board of Directors at the annual meeting thereof. Each such officer shall
hold office until his or her successor is elected and qualified, or until his or
her earlier death, resignation or removal. Any vacancy in any office shall be
filled in such manner as the Board of Directors shall determine.
 
           Section 3. Chairman of the Board. The Chairman of the Board shall
initially be Jonathan M. Couchman and, in the event of his death, resignation or
removal, such person appointed by the Board of Directors. The Chairman of the
Board shall preside at all meetings of the stockholders and the Board of
Directors; provided that in the absence of the Chairman of the Board or in the
event of the Chairman of the Board's inability or refusal to act, a director
appointed by the Chairman of the Board shall present at any such meetings. In
the event there is a deadlock among the directors or any committee thereof, the
Chairman of the Board shall be empowered to cast the deciding vote.
 
 
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           Section 4. President. Unless otherwise provided by the Board of
Directors, the President shall be the chief executive officer of the
Corporation. The President shall have general and active management of the
business of the Corporation and shall see that all orders and resolutions of the
Board of Directors are carried into effect. The President may execute bonds,
mortgages and other contracts requiring a seal, under the seal of the
Corporation, except where required or permitted by law to be otherwise signed
and executed and except where the signing and execution thereof shall be
expressly delegated by the Board of Directors to some other officer or agent of
the Corporation.
 
           Section 5. Vice President. In the absence of the President or in the
event of the President's inability or refusal to act, the Vice President (or in
the event there be more than one Vice President, the Vice Presidents in the
order designated by the directors, or in the absence of any designation, then in
the order of their election, one or more of whom may be denominated "Executive
Vice President" or "Senior Vice President") shall perform the duties of the
President, and when so acting, shall have all the powers of and be subject to
all the restrictions upon the President. The Vice President shall perform such
other duties and have such other powers as the Board of Directors may from time
to time prescribe.
 
           Section 6. Secretary. The Secretary shall attend all meetings of the
Board of Directors and all meetings of the stockholders and record all the
proceedings of the meetings of the Corporation and of the Board of Directors in
a book to be kept for that purpose and shall perform like duties for the
standing committees when required. The Secretary shall give, or cause to be
given, notice of all meetings of the stockholders and special meetings of the
Board of Directors, and shall perform such other duties as may be prescribed by
the Board of Directors or President, under whose supervision the Secretary shall
be. The Secretary shall have custody of the corporate seal of the Corporation
and shall have authority to affix the same to any instrument requiring it and
when so affixed, it may be attested by the signature of the Secretary or by the
signature of such assistant secretary. The Board of Directors may give general
authority to any other officer to affix the seal of the Corporation and to
attest the affixing by such officer's signature.
 
           Section 7. Assistant Secretary. The Assistant Secretary, or if there
be more than one, the Assistant Secretaries in the order determined by the Board
of Directors (or if there be no such determination, then in the order of their
election) shall, in the absence of the Secretary or in the event of the
Secretary's inability or refusal to act, perform the duties and exercise the
powers of the Secretary and shall perform such other duties and have such other
powers as the Board of Directors may from time to time prescribe.
 
           Section 8. Controller/Treasurer.
 
           (a) Corporate Accounts. The Controller/Treasurer shall have the
custody of the corporate funds and securities and shall keep full and accurate
accounts of receipts and disbursements in books belonging to the Corporation and
shall deposit all moneys and other valuable effects in the name and to the
credit of the Corporation in such depositories as may be designated by the Board
of Directors.
 
 
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<PAGE>
           (b) Disbursements. The Controller/Treasurer shall disburse the funds
of the Corporation as may be ordered by the Board of Directors, taking proper
vouchers for such disbursements, and shall render to the President and the Board
of Directors, at its regular meetings, or when the Board of Directors so
requires, an account of all transactions as treasurer and of the financial
condition of the Corporation.
 
           Section 9. Assistant Controller/Treasurer. The Assistant
Controller/Treasurer, or if there shall be more than one, the Assistant
Controller/Treasurers in the order determined by the Board of Directors (or if
there be no such determination, then in the order of their election), shall, in
the absence of the Controller/Treasurer or in the event of the
Controller/Treasurer's inability or refusal to act, perform the duties and
exercise the powers of the Controller/Treasurer and shall perform such other
duties and have such other powers as the Board of Directors may from time to
time prescribe.
 
           Section 10. Subordinate Officers. In addition to the principal
officers enumerated in Sections 3 through 9 of this Article IV, the Corporation
may have such other subordinate officers, agents and employees as the Board of
Directors may deem necessary, each of whom shall hold office for such period as
the Board of Directors may from time to time determine. The Board of Directors
may delegate to any principal officer the power to appoint and to remove any
such subordinate officers, agents or employees.
 
           Section 11. Removal. Except as otherwise provided in any employment
agreement or as permitted with respect to subordinate officers, any officer may
be removed, with or without cause, at any time, by resolution adopted by the
Board of Directors.
 
           Section 12. Resignations. Any officer may resign at any time by
giving written notice to the Board of Directors (or to a principal officer if
the Board of Directors has delegated to such principal officer the power to
appoint and to remove such officer). The resignation of any officer shall take
effect upon receipt of notice thereof or at such later time as shall be
specified in such notice; and unless otherwise specified therein, the acceptance
of such resignation shall not be necessary to make it effective.
 
           Section 13. Powers and Duties. The officers of the Corporation shall
have such powers and perform such duties incident to each of their respective
offices and such other duties as may from time to time be conferred upon or
assigned to them by the Board of Directors.
 
           Section 14. Salaries of Officers. Except as otherwise provided in any
employment agreement, the salaries of all officers and agents of the Corporation
shall be determined from time to time by the Board of Directors.
 
 
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                                   ARTICLE V
                               GENERAL PROVISIONS
 
           Section 1. Notice.
 
           (a) Notice to Stockholders. Whenever, under any provision of law or
these Bylaws, notice is required to be given to any stockholder, the same shall
be given in writing, either (a) timely and duly deposited in the United States
Mail, postage prepaid, and addressed to the stockholder's last known post office
address as shown by the stock record of the Corporation or its transfer agent or
(b) by a form of electronic transmission consented to by the stockholder to whom
the notice is given, except to the extent prohibited by Section 232(e) of the
DGCL. Any consent to receive notice by electronic transmission shall be
revocable by the stockholder by written notice to the Corporation. Any such
consent shall be deemed revoked if (i) the Corporation is unable to deliver by
electronic transmission two (2) consecutive notices given by the Corporation in
accordance with such consent and (ii) such inability becomes known to the
Secretary or an Assistant Secretary of the Corporation or to the transfer agent,
or other person responsible for the giving of notice; provided, however, that
the inadvertent failure to treat such inability as a revocation shall not
invalidate any meeting or other action.
 
           (b) Notice to Directors. Any notice required to be given to any
director may be given by the method stated in Section 1(a) above of this Article
V. Any such notice, other than one which is delivered personally, shall be sent
to such post office address, facsimile number or electronic mail address as such
director shall have filed in writing with the Secretary of the Corporation, or,
in the absence of such filing, to the last known post office address of such
director. The Secretary of the Corporation shall make reasonable efforts to
maintain updated contact information for each director. It shall not be
necessary that the same method of giving notice be employed in respect of all
directors, but one permissible method may be employed in respect of any one or
more, and any other permissible method or methods may be employed in respect of
any other or others.
 
           (c) No Known Address. If no post office address of a stockholder or
director be known, such notice may be sent to the principal executive office of
the Corporation. An affidavit executed by a duly authorized and competent
employee of the Corporation or the transfer agent or other agent of the
Corporation appointed with respect to the class of stock affected, specifying
the name and post office address or the names and post office addresses of the
stockholder or stockholders, director or directors, to whom any such notice or
notices was or were given, and the time and method of giving the same (or, for
any stockholder or director to whom notice has been directed by electronic
transmission, the form of electronic transmission and the facsimile number,
electronic mail address or other location to which such notice was directed and
the time at which such notice was directed to each such director or
stockholder), shall be prima facie evidence of the statements therein contained.
 
           (d) Timing. All notices given by mail, as provided above, shall be
deemed to have been given as at the time of mailing. All notices given to
stockholders by a form of electronic transmission, as above provided, shall be
deemed to have been given: (i) if by facsimile, when directed to a number at
which the stockholder has consented to receive notice; (ii) if by electronic
mail, when directed to an electronic mail address at which the stockholder has
 
 
                                       14
<PAGE>
consented to receive notice; (iii) if by a posting on an electronic network
together with separate notice to the stockholder of such specific posting, upon
the later of (A) such posting and (B) the giving of such separate notice; and
(iv) if by any other form of electronic transmission, when directed to the
stockholder. All notices given to directors by a form of electronic
transmission, as above provided, shall be deemed to have been given when
directed to the electronic mail address, facsimile number, or other location
filed in writing by the director with the Secretary of the Corporation.
 
           (e) Effect of Failure to Receive Notice. The period or limitation of
time within which any stockholder may exercise any option or right, or enjoy any
privilege or benefit, or be required to act, or within which any director may
exercise any power or right, or enjoy any privilege, pursuant to any notice sent
him in the manner above provided, shall not be affected or extended in any
manner by the failure of such a stockholder or such director to receive such
notice.
 
           (f) Waiver. Whenever any notice is required to be given under the
provisions of law, the Certificate of Incorporation, or these Bylaws, a waiver
thereof in writing, signed by the person or persons entitled to said notice,
whether before or after the time stated therein, shall be deemed equivalent
thereto.
 
           (g) Notice to the Corporation. Whenever notice is to be given to the
Corporation by a stockholder under any provision of law or of the Certificate of
Incorporation or Bylaws, such notice shall be delivered to the Secretary at the
principal executive offices of the Corporation.
 
           Section 2. Dividends. Subject to limitations contained in the DGCL
and the Certificate of Incorporation, the Board of Directors may declare and pay
dividends upon the shares of capital stock of the Corporation, which dividends
may be paid in cash, in property or in shares of the capital stock of the
Corporation. Before payment of any dividend, there may be set aside, out of any
funds of the Corporation available for dividends, such sum or sums as the Board
of Directors from time to time, in its absolute discretion, deems proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for such other
purpose as the Board of Directors shall deem conducive to the interest of the
Corporation, and the Board of Directors may modify or abolish any such reserve
in the manner in which it was created.
 
           Section 3. Corporate Seal. The corporate seal shall have inscribed
thereon the name of the Corporation, the year of its organization and the words
"Corporate Seal, Delaware". The seal may be used by causing it or a facsimile
thereof to be impressed, affixed or otherwise reproduced.
 
           Section 4. Voting of Stock Owned by the Corporation. Unless otherwise
ordered by the Board of Directors, the Chairman of the Board may authorize any
person, on behalf of the Corporation, to attend, vote at and grant proxies to be
used at any meeting of stockholders of any Corporation (except this Corporation)
in which the Corporation may hold stock.
 
 
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<PAGE>
           Section 5. Transfer Agents and Registrars. The Board of Directors may
appoint one or more transfer agents and one or more registrars of transfer and
may require all stock certificates to be countersigned by such transfer agent
and registered by such registrar of transfers on the stock register. One person
or organization may serve as both transfer agent and registrar.
 
           Section 6. Fiscal Year. The fiscal year of the Corporation shall end
on the Saturday closest to the calendar year end and the next fiscal year shall
commence on the day immediately following such day, or as otherwise may be fixed
by resolution of the Board of Directors.
 
                                   ARTICLE VI
                             CERTIFICATES FOR STOCK
 
           Section 1. Certificates; Legends; Signatures.
 
           (a) Every holder of stock in the Corporation shall be entitled to
have a certificate, signed by, or in the name of the Corporation by, the
Chairman of the Board (if there be such an officer appointed) or vice chairman
of the Board of Directors, or by the President or any Vice President and the
Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary
of the Corporation, certifying the number of shares owned by such holder in the
Corporation.
 
           (b) Every certificate for shares of stock which are subject to any
restriction on transfer pursuant to the Certificate of Incorporation, these
Bylaws or any agreement to which the Corporation is a party, shall have
conspicuously noted on the face or back of the certificate either the full text
of the restriction or a statement of the existence of such restriction and a
statement that the Corporation will furnish a copy thereof to the holder of such
certificate upon written request and without charge. Every certificate issued
when the Corporation is authorized to issue more than one class or series of
stock shall set forth on its face or back either the full text of the
preferences, voting powers, qualifications and special and relative rights of
the shares of each class and series authorized to be issued or a statement of
the existence of such preferences, powers, qualifications and rights and a
statement that the Corporation will furnish a copy thereof to the holder of such
certificate upon written request and without charge.
 
           (c) Any of or all the signatures on the certificate may be facsimile.
In case any officer, transfer agent or registrar who has signed or whose
facsimile signature has been placed upon a certificate shall have 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 such person were
such officer, transfer agent or registrar at the date of issue
 
           Section 2. Transfers of Stock. Subject to Article FOURTH, Part C of
the Certificate of Incorporation and any other restrictions on transfer adopted
pursuant thereto or hereto, shares of stock of the Corporation shall be
transferable on the books of the Corporation only by the holder of record
thereof, in person or by duly authorized attorney, upon surrender and
cancellation of a certificate or certificates for a like number of shares, with
an assignment or power of transfer endorsed thereon or delivered therewith, duly
executed, and with such proof of the authenticity of the signature and of
authority to transfer, and of payment of transfer taxes, as the Corporation or
its agents may require.
 
 
                                       16
<PAGE>
           Section 3. Lost Certificates. The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issuance of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate or
certificates, or the owner's legal representative, to advertise the same in such
manner as it shall require and/or to give the Corporation a bond in such sum as
it may direct as indemnity against any claim that may be made against the
Corporation with respect to the certificate alleged to have been lost, stolen or
destroyed.
 
           Section 4. Fixing Record Date. 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 of Directors may fix, in
advance, a record date, which shall not be more than sixty nor less than ten
(10) days before the date of such meeting, nor more than sixty (60) days prior
to any other action. If no record date is fixed by the Board of Directors, the
record date for determining stockholders entitled to notice of or to vote at a
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 shall be at the close of
business on the day immediately prior to the day on which notice is given, or,
if notice is waived, at the close of business on the day immediately prior to
the date on which the meeting is held. A determination of stockholders of record
entitled to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the Board of Directors may
fix a new record date for the adjourned meeting.
 
           Section 5. Registered Stockholders. The Corporation shall be entitled
to recognize the exclusive right of a person registered on its books as the
owner of shares to receive dividends, and to vote as such owner, and to hold
liable for calls and assessments a person registered on its books as the owner
of shares, and shall not be bound to recognize any equitable or other claim to
or interest in such share or shares on the part of any other person, whether or
not it shall have express or other notice thereof, except as otherwise provided
by the DGCL.
 
           Section 6. Issue and Transfer of Share Certificates. The Board of
Directors shall have power and authority to make all such rules and regulations
as it may deem expedient concerning the issue and transfer of certificates for
shares of the stock of the Corporation.
 
 
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                                   ARTICLE VII
                                    DIVISIONS
 
           Section 1. Organization. The Board of Directors may cause the
business and operations of the Corporation to be divided into divisions based
upon character or type of operations, operating units, or upon such other basis
of division as the Board of Directors may from time to time determine to be
advisable, and may cause the business and operations of any such division to be
further divided into subdivisions or departments if deemed advisable by the
Board of Directors and upon such basis of subdivision as the Board of Directors
may determine.
 
           Section 2. Officers of Divisions. Unless the Board of Directors of
the Corporation provides otherwise, the Chairman of the Board or the President
may provide for the appointment of officers for each division into which any of
the activities of this Corporation may be divided, with such duties as such
officer or the Board of Directors of the Corporation may from time to time
determine. Officers of a division may be designated by such titles as President,
Executive Vice President, Senior Vice President, Vice President, Secretary,
Assistant Secretary, Treasurer, Assistant Treasurer, or Controller, as the Board
of Directors of the Corporation may from time to time determine. The authority
of the officers of each division shall be subject to the control of, and shall
be limited to acts and transactions in conformity with the policies of, the
Board of Directors of the Corporation, and may be further limited to acts and
transactions pertaining to the business of this Corporation which such division
is authorized to transact and perform. Individuals shall be appointed as
divisional officers, and may be removed as such, by the Chairman of the Board of
Directors. One person may hold more than one of the divisional or departmental
offices. Any general officer of the Corporation shall be eligible for
appointment to one or more offices in one or more divisions or departments.
 
                                  ARTICLE VIII
                                 INDEMNIFICATION
 
           Section 1. Definitions. For purposes of this Article VIII:
 
           (1) "authorized representative" shall mean any director, officer,
employee or agent of the Corporation, any person serving at the request of the
Corporation (as defined below) and any person designated as an authorized
representative by the Board of Directors or any officer of the Corporation to
whom the Board of Directors has delegated the authority to make such
designations;
 
           (2) "corporate proceeding" shall mean any threatened, pending or
completed action, suit, arbitration, proceeding under an alternative dispute
mechanism, inquiry, administrative or legislative hearing or investigation,
including any and all appeals, by or in the right of the Corporation to procure
a judgment in its favor;
 
           (3) "criminal third party proceeding" shall include any action or
investigation which could or does lead to a criminal third party proceeding;
 
           (4) "expenses" shall include attorneys' fees and disbursements;
 
           (5) "fines" shall include any excise taxes assessed on a person with
respect to an employee benefit plan;
 
 
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<PAGE>
           (6) actions "not opposed to the best interests of the Corporation"
shall include without limitation actions taken in good faith and in a manner
such person reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan;
 
           (7) "other enterprises" shall include employee benefit plans;
 
           (8) "party" shall include the giving of testimony or similar
involvement;
 
           (9) "serving at the request of the Corporation" shall mean any person
serving at the request of the Corporation as a director, officer, employee,
trustee or agent of another Corporation, partnership, joint venture, trust or
other enterprise, including without limitation any service as a director,
officer, employee or agent of the Corporation which imposes duties on, or
involves services by, such director, officer, employee or agent with respect to
an employee benefit plan, its participants or beneficiaries; and
 
           (10) "third party proceeding" shall mean any threatened, pending or
completed action, suit, arbitration, alternative dispute mechanism, inquiry,
administrative or legislative hearing or investigation, including any and all
appeals, whether civil, criminal or administrative, other than an action by or
in the right of the Corporation.
 
           Section 2. Indemnification of Authorized Representatives in Third
Party Proceedings. Pursuant to Section 7 of Article FIFTH of the Certificate of
Incorporation, to the fullest extent permitted by the DGCL, as the same exists
or may hereafter be amended, a director or officer of this Corporation shall be
indemnified by the Corporation and, as further set forth in this paragraph, the
Corporation shall indemnify any other authorized representative and may, in the
sole discretion of the Board of Directors, indemnify any authorized
representative. Such indemnification applies to an authorized representative who
was or is a party to or is involved in (as a party, witness or otherwise), or is
threatened to be made a party to or involved in (as a party, witness or
otherwise), any third party proceeding by reason of the fact that such person
was or is a director, an officer, or any other authorized representative, as the
case may be, of the Corporation, against expenses, judgments, fines and amounts
paid in settlement actually and reasonably incurred by such person in connection
with investigating, defending, settling, being a witness in, or participating in
(including on appeal), or preparing for any of the foregoing, such third party
proceeding if such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of the
Corporation and, with respect to any criminal third party proceeding, had no
reasonable cause to believe such conduct was unlawful. The termination of any
third party proceeding by judgment, order, settlement, conviction or upon a plea
of nolo contendere or its equivalent shall not of itself create a presumption
that the authorized representative did not act in good faith and in a manner
which such person reasonably believed to be in or not opposed to the best
interests of the Corporation, or, with respect to any criminal third party
proceeding, had reasonable cause to believe that such conduct was unlawful.
 
 
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<PAGE>
           Section 3. Indemnification of Authorized Representatives in Corporate
Proceedings. As further set forth in this paragraph, the Corporation (i) shall
indemnify any director, officer, or other authorized representative, and (ii)
may, in the sole discretion of the Board of Directors, indemnify any authorized
representative. Such indemnification applies to an authorized representative who
was or is a party to or is involved in (as a party, witness or otherwise), or is
threatened to be made a party to or involved in (as a party, witness or
otherwise), any corporate proceeding by reason of the fact that such person was
or is a director, an officer , or any other authorized representative, as the
case may be, of the Corporation, against expenses actually and reasonably
incurred by such person in connection with investigating, defending, settling,
being a witness in, or participating in (including on appeal) such corporate
proceeding, or preparing for any of the foregoing, if such person acted in good
faith and in a manner such person reasonably believed to be in or not opposed to
the best interests of the Corporation; provided, however, that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the Corporation
except and only to the extent that the Court of Chancery of the State of
Delaware or the court in which such corporate proceeding was brought shall
determine upon application that, despite the adjudication of liability, but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery of the State
of Delaware or such other court shall deem proper.
 
           Section 4. Mandatory Indemnification of Authorized Representatives.
To the extent that an authorized representative entitled to indemnification
pursuant to Sections 2 or 3 of this Article VIII above has been successful on
the merits or otherwise in defense of any third party proceeding or corporate
proceeding or in defense of any claim, issue or matter therein, such person
shall be indemnified against expenses actually and reasonably incurred by such
person in connection therewith.
 
           Section 5. Determination of Entitlement to Indemnification. Any
indemnification under this Article VIII, Sections 2, 3 or 4 hereof (unless
ordered by a court) shall be made by the Corporation only as authorized in the
specific case upon a determination by the board or directors that
indemnification is proper in the circumstances. Such determination shall be
made:
 
           (a) by the Board of Directors by a majority vote of a quorum
consisting of directors who were not parties to such third party proceeding or
corporate proceeding; or
 
           (b) by a committee of such directors designated by majority vote of
such directors, even though less than a quorum; or
 
           (c) if there are no such directors, or if such directors so direct,
by independent legal counsel in a written opinion; or
 
           (d) by the stockholders entitled to vote at a meeting of the
Corporation's stockholders holding at least 50% of the then issued and
outstanding shares of voting capital stock of the Corporation.
 
 
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           Section 6. Advancing Expenses. Expenses actually and reasonably
incurred in defending a third party proceeding or corporate proceeding shall be
paid by the Corporation in advance of the final disposition of such third party
proceeding or corporate proceeding and within thirty (30) days of receipt by the
secretary of the Corporation, if required by law, of an undertaking by or on
behalf of the authorized representative to repay such amount if it shall
ultimately be determined that the authorized representative is not entitled to
be indemnified by the Corporation as authorized in this Article VIII or
otherwise. Such expenses shall be so paid upon such other reasonable terms and
conditions, if any, as the Corporation deems appropriate. The financial ability
of any authorized representative to make a repayment contemplated by this
section shall not be a prerequisite to the making of an advance.
 
           Section 7. Insurance. The Corporation may purchase and maintain
insurance on behalf of any person who is or was an authorized representative
against any liability asserted against the person and incurred by the person in
any such capacity, or arising out of his or her status as such, whether or not
the Corporation would have the power or the obligation to indemnify such person
against such liability under the provisions of this Article VIII.
 
           Section 8. Scope of Article VIII. The indemnification of authorized
representatives and advancement of expenses, as authorized by the preceding
provisions of this Article VIII, shall not be deemed exclusive of any other
rights to which those seeking indemnification or advancement of expenses may be
entitled under any agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in an official capacity and as to action in another
capacity while holding such office. The indemnification and advancement of
expenses provided by or granted pursuant to this Article VIII shall, unless
otherwise provided when authorized or ratified, continue as to a person who has
ceased to be an authorized representative and shall inure to the benefit of the
heirs, executors and administrators of such a person.
 
           Section 9. Reliance on Provisions. Each person who shall act as an
authorized representative of the Corporation shall be deemed to be doing so in
reliance upon rights of indemnification provided by this Article VIII. Any
repeal or modification of the provisions of this Article VIII by the
stockholders of the Corporation or otherwise shall not adversely affect any
right or benefit of an authorized representative existing at the time of such
repeal or modification.
 
           Section 10. Severability. If any word, clause or provision of this
Article VIII 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 VIII (including, without limitation, each
portion of any paragraph of this Article VIII 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 VIII
(including, without limitation, each such portion of any paragraph of this
Article VIII containing any such provision held to be invalid, illegal or
unenforceable) shall be construed so as to give effect to the intent manifested
by the provision held invalid, illegal or unenforceable.
 
 
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           Section 11. Subrogation. In the event of payment under this Article
VIII, the Corporation shall be subrogated to the extent of such payment to all
of the rights of recovery of the authorized representative, who, at the request
of the Corporation and at its sole cost and expense, shall execute all papers
required and shall do everything that may be necessary to secure such rights,
including the execution of such documents necessary to enable the Corporation
effectively to bring suit to enforce such rights.
 
           Section 12. Intent of Article. The intent of this Article VIII is to
provide indemnification and advancement of expenses to the fullest extent
permitted by Section 145 of the DGCL. To the extent that such Section or any
successor section may be amended or supplemented from time to time, this Article
VIII shall be amended automatically and construed so as to permit
indemnification and advancement of expenses to the fullest extent from time to
time permitted by law.
 
                                   ARTICLE IX
                                   AMENDMENTS
 
           Section 1. By the Board of Directors. In furtherance and not in
limitation of the powers conferred by the laws of the State of Delaware, the
Board of Directors is expressly authorized to adopt, amend, alter or repeal the
Bylaws of the Corporation; provided that the affirmative vote or consent of a
majority of the directors then serving on the Board of Directors shall be
required to amend the Bylaws pursuant to this Section 1.
 
           Section 2. By the Stockholders. The Bylaws may be altered, amended or
repealed or new bylaws may be adopted, by the affirmative vote of the holders of
not less than eighty percent (80%) of the total voting power of all outstanding
securities of the Corporation then entitled to vote generally in the election of
directors, voting together as a single class, subject to any additional vote
required by law, the Certificate of Incorporation or the Bylaws, provided notice
of such alteration, amendment, repeal or adoption of new bylaws shall have been
stated in the notice of such meeting.
 
                                    ARTICLE X
                       OTHER SECURITIES OF THE CORPORATION
 
           All bonds, debentures and other corporate securities of the
Corporation, other than stock certificates, may be signed by the Chairman of the
Board or the President or any Vice President or such other person as may be
authorized by the Board of Directors and the corporate seal impressed thereon or
a facsimile of such seal imprinted thereon and attested by the signature of the
Secretary or an Assistant Secretary, or the Treasurer or an Assistant Treasurer;
provided, however, that where any such bond, debenture or other corporate
security shall be authenticated by the manual signature of a trustee under an
indenture pursuant to which such bond, debenture or other corporate security
shall be issued, the signature of the persons signing and attesting the
corporate seal on such bond, debenture or other corporate security may be the
imprinted facsimile of the signatures of such persons. Interest coupons
appertaining to any such bond, debenture or other corporate security,
authenticated by a trustee as aforesaid, shall be signed by the Treasurer or
Assistant Treasurer of the Corporation, or such other person as may be
authorized by the Board of Directors, or bear imprinted thereon the facsimile
signature of such person. In case any officer who shall have signed or attested
any bond, debenture or other corporate security, or whose facsimile signature
shall appear thereon, shall have ceased to be such officer of the Corporation
before the bond, debenture or other corporate security so signed or attested
shall have been delivered, such bond, debenture or other corporate security
nevertheless may be adopted by the Corporation and issued and delivered as
though the person who signed the same or whose facsimile signature shall have
been used thereon had not ceased to be such officer of the Corporation.