GTK

EXHIBIT 3.3

AMENDED AND RESTATED

BY-LAWS

OF

GTECH HOLDINGS CORPORATION

ARTICLE I

OFFICES

Section 1. Registered Office. The registered office shall be in the
City of Wilmington, County of New Castle/City of Dover, County of Kent, State of
Delaware, or such other address as the Board of Directors may by resolution
determine from time to time.

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. 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 or any Co-Chairman or Vice Chairman, or the
President in the absence of a designation by the Board of Directors).

Section 2. Annual Meetings. Annual meetings of stockholders shall be
held to elect the Board of Directors and transact such other business as may
properly be brought before the meeting.

Section 3. Special Meetings. Special meetings of stockholders for
any purpose or purposes may be called at anytime by the Board of Directors, but
such special
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meetings may not be called by any other person or persons. Business transacted
at any special meeting of stockholders shall be limited to the purposes stated
in the notice.

Section 4. Notice of Meetings and Adjourned Meetings; Waivers of
Notice.

(a) A written notice of all stockholders' meetings shall be given by
the Corporation, which notice shall state the place, date and hour of the
meeting, and, in the case of a special meeting, the purpose or purposes for
which the meeting is called. Unless otherwise provided by the General
Corporation Law of the State of Delaware as the same exists or may hereafter be
amended ("Delaware Law"), such notice shall be given not less than 10 nor more
than 60 days before the date of the meeting to each stockholder of record
entitled to vote at such meeting as determined in accordance with Article VI,
Section 1(b) below. Unless these bylaws otherwise require, 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 Corporation may transact any business which might have been
transacted at the original meeting. If the adjournment is for more than 30 days,
or 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.

(b) A written waiver of any such notice signed by the person
entitled thereto, whether before or after the time stated therein, shall be
deemed equivalent to notice. Attendance of a person at a meeting shall
constitute a waiver of notice of such meeting, except when the person attends
the meeting for the express purpose of objecting, and does so object, at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened. Business transacted at any special meeting
of stockholders shall be limited to the purposes stated in the notice.

Section 5. Quorum. Unless otherwise provided under the certificate
of incorporation or these bylaws and subject to Delaware Law, the presence, in
person or by proxy, of the holders of a majority of the outstanding capital
stock of the Corporation entitled to vote at a meeting of stockholders shall
constitute a quorum for the transaction of business.

Section 6. Voting.

(a) Unless otherwise provided in the certificate of incorporation
and subject to Delaware Law, each stockholder shall be entitled to one vote for
each outstanding share of capital stock of the Corporation held by such
stockholder. Unless otherwise provided by Delaware Law, the certificate of
incorporation or these bylaws, in all matters other than the election of
directors (which shall be decided by plurality vote) the affirmative vote of a
majority of the outstanding capital stock of the Corporation shall be the act of
the stockholders; provided, however, that with respect to any matter which has
been approved by a majority of the total number of directors of the Corporation,
the affirmative vote of a majority of the shares of capital stock present in
person or represented by proxy at a meeting of stockholders and entitled to vote
on the matter shall be the act of the stockholders.

(b) Each stockholder entitled to vote at a meeting of stockholders
or to express


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consent or dissent to a corporate action in writing without a meeting may
authorize another person or persons to act for him by proxy, but no such proxy
shall be voted or acted upon after three years from its date.

Section 7. Action by Consent. The record date for determining
stockholders entitled to express consent to corporate action in writing without
a meeting shall be determined in accordance with Article VI, Section 1(b) below.
Every written consent purporting to take or authorizing the taking of corporate
action and/or related revocations (each such written consent and related
revocation is referred to in this Article II as a "Consent") shall bear the date
of signature of each stockholder who signs the Consent, and no Consent shall be
effective to take the corporate action referred to therein unless, within 60
days of the earliest dated Consent delivered to the Corporation in the manner
required by this Section 7, Consents which are effective signed by a sufficient
number of stockholders to take such action are so delivered to the Corporation.

A Consent shall be delivered to the Corporation by delivery to its
registered office in the State of Delaware, its principal place of business, or
an officer or agent of the Corporation having custody of the book in which
proceedings of meetings of stockholders are recorded. Delivery to the
Corporation's registered office shall be made by hand or by certified or
registered mail, return receipt requested.

In the event of the delivery to the Corporation of a Consent, the
Secretary of the Corporation shall provide for the safe-keeping of such Consent
and shall promptly conduct such ministerial review of the sufficiency of the
Consents and of the validity of the action to be taken by stockholder consent as
he deems necessary or appropriate, including, without limitation, whether the
holders of a number of shares having the requisite voting power to authorize or
take the action specified in the Consent have given consent; provided, however,
that if the corporate action to which the Consent relates is the removal or
replacement of one or more members of the Board of Directors, the Secretary of
the Corporation shall promptly designate two persons, who shall not be members
of the Board of Directors, to serve as Inspectors with respect to such Consent
and such Inspectors shall discharge the functions of the Secretary of the
Corporation under this Section 7. If after such investigation the Secretary or
the Inspectors (as the case may be) shall determine that the Consent is valid
and that the action therein specified has been validly authorized, that fact
shall forthwith be certified on the records of the Corporation kept for the
purpose of recording the proceedings of meetings of stockholders, and the
Consent shall be filed in such records, at which time the Consent shall become
effective as stockholder action. In conducting the investigation required by
this Section 7, the Secretary or the Inspectors (as the case may be) may, at the
expense of the Corporation, retain special legal counsel and any other necessary
or appropriate professional advisors, and such other personnel as they may deem
necessary or appropriate to assist them, and shall be fully protected in relying
in good faith upon the opinion of such counsel or advisors.

Section 8. Organization. At each meeting of stockholders, the
Chairman or any Co-Chairman or Vice Chairman of the Board (or if the members of
the Board of Directors otherwise agree, any director of the Corporation), shall
act as chairman of the meeting. The Secretary (or in his absence or inability to
act, the person whom the chairman of the meeting shall appoint secretary of the
meeting) shall act as secretary of the meeting and keep the minutes


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thereof.

Section 9. Order of Business. The order of business at all meetings
of stockholders shall be as determined by the chairman of the meeting. At such
meetings, each member of the Board of Directors shall be entitled to present any
matter for consideration and discussion.

Section 10. Notice of Stockholder Business and Nominations.

(a) Annual Meetings of Stockholders.

(i) Nominations of persons for election to the Board of
Directors of the Corporation and the proposal of business to be considered by
the stockholders may be made at an annual meeting of stockholders only (1)
pursuant to the Corporation's notice of meeting (or any supplement thereto), (2)
by or at the direction of the Board of Directors or (3) by any stockholder of
the Corporation who was a stockholder of record of the Corporation at the time
the notice provided for in this Section 10 is delivered to the Secretary of the
Corporation, 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 clause (3) of paragraph
(a)(i) of this Section 10, the stockholder must have given timely notice thereof
in writing to the Secretary of the Corporation and any such proposed business
other than the nominations of persons for election to the Board of Directors
must constitute a proper matter for stockholder action. To be timely, a
stockholder's notice shall be delivered to the Secretary at the principal
executive offices of the Corporation not later than the close of business on the
ninetieth day nor earlier than the close of business on the one hundred
twentieth 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
meeting is more than thirty days before or more than seventy days after such
anniversary date, notice by the stockholder must be so delivered not earlier
than the close of business on the one hundred twentieth day prior to such annual
meeting and not later than the close of business on the later of the ninetieth
day prior to such annual meeting or the tenth day following the day on which
public announcement of the date of such meeting is first made by the
Corporation). 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(1) as to each person whom the stockholder
proposes to nominate for election as a director (a) 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 and in accordance with Regulation 14A under the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and (b) such person's
written consent to being named in the proxy statement as a nominee and to
serving as a director if elected; (2) as to any other business that the
stockholder proposes to bring before the meeting, a brief description of the
business desired to be brought before the meeting, the text of the proposal or
business (including the text of any resolutions proposed for consideration and
in the event that such business includes a proposal to amend the By-laws of the
Corporation, the language of the proposed amendment), the reasons for conducting
such business at the meeting and any material


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interest in such business of such stockholder and the beneficial owner, if any,
on whose behalf the proposal is made; and (3) as to the stockholder giving the
notice and the beneficial owner, if any, on whose behalf the nomination or
proposal is made (a) the name and address of such stockholder, as they appear on
the Corporation's books, and of such beneficial owner, (b) the class and number
of shares of capital stock of the Corporation which are owned beneficially and
of record by such stockholder and such beneficial owner, (c) 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 (d) a representation whether
the stockholder or the beneficial owner, if any, intends or is part of a group
which intends (i) 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 (ii)
otherwise to solicit proxies from stockholders in support of such proposal or
nomination. The foregoing notice requirements shall be deemed satisfied by a
stockholder if the stockholder has notified the Corporation of his or her
intention to present a proposal at an annual meeting in compliance with Rule
14a-8 (or any successor thereof) promulgated under the Exchange Act and such
stockholder's proposal has been included in a proxy statement that has been
prepared by the Corporation to solicit proxies for such annual meeting. The
Corporation may require any proposed nominee to furnish such other information
as it may reasonably require to determine the eligibility of such proposed
nominee to serve as a director of the Corporation.

(iii) Notwithstanding anything in the second sentence of
paragraph (a)(ii) of this Section 10 to the contrary, in the event that the
number of directors to be elected to the Board of Directors of the Corporation
at an annual meeting is increased and there is no public announcement by the
Corporation naming the nominees for the additional directorships at least one
hundred days prior to the first anniversary of the preceding year's annual
meeting, a stockholder's notice required by this Section 10 shall also be
considered timely, but only with respect to nominees for the additional
directorships, if it shall be delivered to the Secretary at the principal
executive offices of the Corporation not later than the close of business on the
tenth day following the day on which such public announcement is first made by
the Corporation.

(b) Special Meetings of Stockholders. Only such business shall be
conducted at a special meeting of stockholders as shall have been brought before
the meeting pursuant to the Corporation's notice of meeting. Nominations of
persons for election to the Board of Directors may be made at a special meeting
of stockholders at which directors are to be elected pursuant to the
Corporation's notice of meeting (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 the notice provided for
in this Section 10 is delivered to the Secretary of the Corporation, who is
entitled to vote at the meeting and upon such election 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 entitled to vote in
such election of directors may nominate a person or persons (as the case may be)
for election to such position(s) as specified in the Corporation's notice of
meeting, if the stockholder's notice required by paragraph (a)(ii) of this
Section 10 shall be delivered to the Secretary at the principal executive
offices of the Corporation not earlier than the close of business on the one
hundred twentieth day prior to such special meeting and not later than the


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close of business on the later of the ninetieth day prior to such special
meeting or the tenth day following the day on which public announcement is first
made of the date of the special meeting and of the nominees proposed by the
Board of Directors to be elected at such meeting. In no event shall the public
announcement of an adjournment or postponement of a special meeting commence a
new time period (or extend any time period) for the giving of a stockholder's
notice as described above.

(c) General.

(i) Only such persons who are nominated in accordance with the
procedures set forth in this Section 10 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 Section 10. Except as otherwise provided by law, the chairman
of the meeting shall have the power and duty (1) 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 (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)(3)(c) of this Section
10) and (2) if any proposed nomination or business was not made or proposed in
compliance with this Section 10, to declare that such nomination shall be
disregarded or that such proposed business shall not be transacted.
Notwithstanding the foregoing provisions of this Section 10, if the stockholder
(or a qualified representative of the stockholder) does not appear at the annual
or special meeting of stockholders of the Corporation to present a nomination or
business, such nomination shall be disregarded and such proposed business shall
not be transacted, notwithstanding that proxies in respect of such vote may have
been received by the Corporation.

(ii) For purposes of this Section 10, "public announcement"
shall include 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 in this Section 10. Nothing in this Section 10 shall be deemed
to affect any rights (1) of stockholders to request inclusion of proposals in
the Corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act
or (2) of the holders of any series of Preferred Stock to elect directors
pursuant to any applicable provisions of the certificate of incorporation.

Section 11. Conduct of Meetings. The date and time of the opening
and the closing of the polls for each matter upon which the stockholders will
vote at a meeting shall be announced at the meeting by the person presiding over
the meeting. The Board of Directors may adopt by resolution such rules and
regulations for the conduct of the meeting of stockholders as it shall deem
appropriate. Except to the extent inconsistent with such rules and regulations
as


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adopted by the Board of Directors, the person presiding over any meeting of
stockholders shall have the right and authority to convene and to adjourn the
meeting, to prescribe such rules, regulations and procedures and to do all such
acts as, in the judgment of such chairman, are appropriate for the proper
conduct of the meeting. Such rules, regulations or procedures, whether adopted
by the Board of Directors or prescribed by the presiding officer of the meeting,
may 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 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.
The presiding officer at any meeting of stockholders, in addition to making any
other determinations that may be appropriate to the conduct of the meeting,
shall, if the facts warrant, determine and declare to the meeting that a matter
or business was not properly brought before the meeting and if such presiding
officer should so determine, such person shall so declare to the meeting and any
such matter or business not properly brought before the meeting shall not be
transacted or considered. Unless and to the extent determined by the Board of
Directors or the person presiding over the meeting, meetings of stockholders
shall not be required to be held in accordance with the rules of parliamentary
procedure.

ARTICLE III

DIRECTORS

Section 1. General Powers. Except as otherwise provided in Delaware
Law 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, Election and Term of Office. The number of
directors which shall constitute the whole Board shall be such number not less
than six and not more than twelve as shall be designated from time to time by
resolution of the Board. The directors shall be divided into three classes,
designated Class I, Class II and Class III. Each class shall consist, as nearly
as may be possible, of one-third of the total number of directors constituting
the entire Board of Directors. The term of the initial Class I directors
terminated on the date of the 1993 annual meeting of stockholders; the term of
the initial Class II directors terminated on the date of the 1994 annual meeting
of stockholders; and the term of the initial Class III directors terminated on
the date of the 1995 annual meeting of stockholders. At each annual meeting of
stockholders beginning in 1993, successors to the class of directors whose term
expires at that annual meeting shall be elected for a three year term. If the
number of directors is changed, any increase or decrease shall be apportioned by
the Board of Directors among the classes so as to maintain the number of
directors in each class as nearly equal as possible, but in no case will a
decrease in the number of directors shorten the term of any incumbent director.
A director shall hold office until the annual meeting for the year in which his
term expires and until his successor shall have been duly elected and qualified
or until such director's earlier death, resignation, retirement,
disqualification or removal from office. Directors need not be stockholders. No
person shall be


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eligible for election or reelection as a director of the Corporation after he or
she has reached the age of 72; provided, however, that this limitation shall not
prevent any director who is serving at such time he or she reaches the age of 72
from continuing to serve for the remainder of his or her then current term.

Section 3. [This section intentionally left blank]

Section 4. Quorum and Manner of Acting; General Provisions. Unless
the certificate of incorporation or these bylaws require a greater number, a
majority of the total number of directors shall constitute a quorum for the
transaction of business, and the affirmative vote of a majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors. 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. 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.

Section 5. 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 or any Co-Chairman or Vice Chairman in the absence of
a determination by the Board of Directors).

Section 6. Annual Meeting. The Board of Directors customarily shall
meet for the purpose of organization, the election of officers and the
transaction of 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.

Section 7. Regular Meetings. The place and time of regular meetings
of the Board of Directors shall be determined by the Board of Directors. Notice
of regular meetings of the Board of Directors shall be given to each director at
least seven days before the date of the meetings in such manner as is reasonably
determined by the Board of Directors.

Section 8. Special Meetings. Special meetings of the Board of
Directors may be called by the Chairman or any Co-Chairman or Vice Chairman of
the Board or the President and shall be called by the Chairman or any
Co-Chairman or Vice Chairman of the Board, the President or the Secretary on the
written request of any director. Notice of such special meeting shall be given
to each director at least two days before the date of the meeting in such manner
as is reasonably determined by the Board of Directors.

Section 9. Meetings. At annual, special or regular meetings of the
Board of


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Directors, each director shall be entitled to present any matter for
consideration or discussion.

Section 10. 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 any Committee thereof
may be taken without a meeting, if all members of the Board or Committee, as the
case may be, consent thereto in writing, and the writing or writings are filed
with the minutes of proceedings of the Board.

Section 11. Telephonic Meetings. Unless otherwise restricted by the
certificate of incorporation or these bylaws, members of the Board of Directors
or any Committee thereof may participate in a meeting of the Board of Directors
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 12. 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 13. Vacancies.

(a) Unless otherwise provided in the certificate of incorporation,
vacancies and newly created directorships resulting from any increase in the
authorized number of directors elected by all the stockholders having the right
to vote as a single class shall be filled only by a majority of the directors
then in office, although less than a quorum, or by a sole remaining director.
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
shall be filled only 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,
unless otherwise provided by the certificate of incorporation or resolution or
resolutions adopted by the Board of Directors.

(b) Each director so chosen shall hold office for a term that shall
coincide with the term of the class to which such director shall have been
elected, or until his earlier death, resignation or removal.

(c) If there are no directors in office, then an election of
directors may be held in accordance with Delaware Law.

(d) Unless otherwise provided in the certificate of incorporation,
when one or more directors shall resign from the Board, effective at a future
date, a majority of the directors then in office, 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 14. Removal. Subject to Delaware law, no director may be
removed from office by the stockholders except for cause with the affirmative
vote of the holders of a majority of the total voting power of all outstanding
shares of the Corporation then entitled to vote generally in the election of
directors, voting together as a single class.

Section 15. Compensation. Unless otherwise restricted by the
certificate of incorporation or these bylaws, the Board of Directors, or the
Compensation Committee thereof at the direction of the Board of Directors, shall
have authority to fix the compensation of directors, including fees and
reimbursement of expenses.

Section 16. Committees of Directors. The Board of Directors may, by
resolution passed by a majority of the total number of directors then serving on
the Board of Directors, designate one or more committees, each committee to
consist to one or more of the directors of the Corporation. The Board may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee. Any
such committee, to the extent provided in the resolution or in these by-laws,
shall have and may exercise all of 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, but no such committee shall have the power or authority in reference
to the following matters(i) approving or adopting or recommending to the
stockholders any action or matter expressly required by Delaware law to be
submitted to stockholders for approval, or (ii) adopting, amending or repealing
any by-law of the Corporation. Such committee or committees shall have such name
or names as may be determined from time to time by resolution adopted by the
Board of Directors. Each committee shall appoint a chairman and secretary for
the Committee, and the Committee shall keep a record of its meetings and report
the same to the Board of Directors when requested.

ARTICLE IV

OFFICERS

Section 1. Principal Officers. The principal officers of the
Corporation shall be a Chief Executive Officer, a President, one or more
corporate Vice Presidents, a Treasurer and a Secretary who shall have the duty,
among other things, to record or cause to be recorded the proceedings of the
meetings of stockholders and directors in a book kept for that purpose. The
Corporation shall also have a Chairman, and may have one or more Co-Chairmen and
one of more Vice Chairmen. No Chairman, Co-Chairman or Vice Chairman shall be an
officer of the Company unless the resolution of the Board electing an individual
to such position expressly so designates, provided, however, that no person
shall serve as both Chairman and Chief Executive Officer, except as may be
necessary on an interim basis in the event of a vacancy in the office of Chief
Executive Officer. The Company may also have such other principal officers,
including one or more Controllers, as the Board may in its discretion appoint.
One person may hold the offices and perform the duties of any two or more of
said offices, subject to the limitation in the third sentence of this Section
and except that no one person shall hold the offices and perform the duties of
President and Secretary.


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Section 2. Election, Term of Office and Remuneration. The principal
officers of the Corporation shall be elected annually by the Board of Directors
at the annual meeting thereof. Each such officer shall hold office until his
successor is elected and qualified, or until his earlier death, resignation or
removal. Any vacancy in any office shall be filled in such manner as the Board
of Directors shall determine. The Board of Directors, or the Compensation
Committee thereof at the direction of the Board of Directors, shall have the
authority to establish the compensation of officers.

Section 3. Subordinate Officers. In addition to the principal
officers enumerated in Section 1 of this Article IV, the Corporation may have
one or more non-corporate Vice Presidents, Assistant Treasurers, Assistant
Secretaries and Assistant Controllers and 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 4. Removal. Except as otherwise permitted with respect to
subordinate officers, any officer may be removed, with or without cause, at any
time, by the Board of Directors.

Section 5. 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 6. 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.


ARTICLE V

INDEMNIFICATION AND ADVANCEMENT OF EXPENSES

Section 1. Indemnification.

(a) Directors and Officers - Third Party Claims. The Corporation, to
the fullest extent permitted and in the manner required, by Delaware Law shall
indemnify in accordance with the following provisions of this Article any person
who was or is made a party to or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding (including any
appeal thereof), whether civil, criminal, administrative, regulatory or
investigative in nature (other than an action by or in the right of the
Corporation), by reason of the fact that such person is or was a director or
officer of the Corporation, or, if at a time when such person was a director or
officer of the Corporation, is or was serving at the request of, or to


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represent the interests of, the Corporation as a director, officer, partner,
member, trustee, fiduciary, employee or agent (a "Serving Party") of another
corporation, partnership, joint venture, limited liability company, trust,
employee benefit plan or other enterprise including any charitable or
not-for-profit public service organization or trade association (where such
representation was at the request of an officer or director of the corporation),
(a " Related Entity"), against expenses (including attorneys' fees and
disbursements), judgments, fines, penalties and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or proceeding if such person acted in good faith and in a manner such
person reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful; provided, however,
that (i) the Corporation shall not be obligated to indemnify a director or
officer of the Corporation or a Serving Party with respect to any Related Entity
against expenses incurred in connection with an action, suit, proceeding or
investigation to which such person is threatened to be made a party but does not
actually become a party unless such expenses were incurred with the approval of
the Board of Directors, a committee thereof or the Chairman or the President of
the Corporation or another officer of the Corporation designated by the Board,
and (ii) the Corporation shall not be obligated to indemnify against any amount
paid in settlement unless the Corporation has consented to such settlement. The
termination of any action, suit or proceeding by judgment, order, settlement or
conviction or upon a plea of nolo contendere or its equivalent shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which such person reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, that such person had reasonable cause to believe that his or her
conduct was unlawful. Notwithstanding anything to the contrary in the foregoing
provisions of this paragraph, a person shall not be entitled, as a matter of
right, to indemnification pursuant to this paragraph against expenses incurred
in connection with any action, suit or proceeding commenced by such person
against the Corporation or any Related Entity or against any person who is or
was a director, officer, partner, member, fiduciary, employee or agent of the
Corporation or a Serving Party with respect to any Related Entity in their
capacity as such, but such indemnification may be provided by the Corporation in
a specific case as permitted by Section 5 of this Article V.

(b) Directors and Officers - Derivative Claims. The Corporation, to
the fullest extent permitted and in the manner required, by Delaware Law shall
indemnify, in accordance with the following provisions of this Article, any
person who was or is made a party to or is threatened be made party to any
threatened, pending or completed action or suit (including any appeal thereof)
brought by or in the right of the Corporation to procure a judgment in its favor
by reason of the fact that such person is or was a director or officer of the
Corporation, or, if at a time when such person was a director or officer to the
Corporation, is or was a Serving Party with respect to a Related Entity against
expenses (including attorneys' fees and disbursements) actually and reasonably
incurred by such person in connection with such action or suit if such person
acted in good faith and in a manner such person reasonably believed to be in or
not opposed to the best interests of the Corporation, except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the Corporation
unless, and only to the extent that, the Court of Chancery


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of the State of Delaware or the court in which such action or suit 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 as the Court of Chancery of
the State of Delaware or such other court shall deem proper; provided, however,
that the Corporation shall not be obligated to indemnify a director or officer
of the Corporation or a Serving Party with respect to a Related Entity against
expenses incurred in connection with an action or suit to which such person is
threatened to be made a party but does not actually become a party unless such
expenses were incurred with the approval of the Board of Directors, a committee
thereof, or the Chairman, a Vice Chairman or the President of the Corporation.
Notwithstanding anything to the contrary in the foregoing provisions of this
paragraph, a person shall not be entitled, as a matter of right, to
indemnification pursuant to this paragraph against expenses incurred in
connection with any action or suit in the right of the Corporation commenced by
such Person, but such indemnification may be provided by the Corporation in any
specific case as permitted by Section 5 of this Article V.

(c) Indemnification of Employees and Agents. The Corporation may
indemnify any employee or agent of the Corporation in the manner and to the same
or a lesser extent that it shall indemnify any director or officer under
paragraphs (a) and (b) above.

Section 2. Determination of Entitlement to Indemnification. Any
indemnification to be provided under Section 1 of this Article V (unless ordered
by a court of competent jurisdiction) shall be made by the Corporation only as
authorized in the specific case upon a determination that indemnification of the
present or former director, officer, employee or agent is proper under the
circumstances because such person has met the applicable standard of conduct set
forth in such Section. Such determination shall be made with respect to a person
who is a director or officer at the time of such determination(i) by a
majority vote of the directors who are not parties to the action, suit or
proceeding in respect of which indemnification is sought even though less than a
quorum, (ii) by a committee of such directors designated by majority vote of
such directors even though less than a quorum, (iii) if there are no such
directors, or if such directors so direct, by independent legal counsel in a
written opinion, or (iv) by the stockholders entitled to vote thereon. In the
event a request for indemnification is made by any person referred to in
paragraphs (a) or (b) of Section 1 of this Article V, the Corporation shall use
its best efforts to cause such determination to be made not later than 90 days
after such request is made.

Section 3 Right to Indemnification In Certain Circumstances.

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

(b) Directors and Officers - Indemnification for Service as a
Witness. To the extent any present or former director or officer of the
Corporation has served or prepared to serve as a witness in any action, suit or
proceeding (whether civil, criminal, administrative, regulatory or investigative
in nature), including any investigation by any legislative body or any
regulatory or self-regulatory body by which the Corporation's business is
regulated or overseen, by reason of


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such person's services as a director or officer of the Corporation or as a
Serving Party with respect to a Related Entity at a time when such person was a
director or officer of the Corporation (assuming such person is or was serving
at the request of, or to represent the interests of, the Corporation as a
Serving Party with respect to a Related Entity) but excluding service as a
witness in an action or suit commenced by such person, the Corporation shall
indemnify such person against expenses (including attorneys' fees and
disbursements) actually and reasonably incurred by such person in connection
therewith and shall use its best efforts to provide such indemnity within 45
days after receipt by the Corporation from such person of a statement requesting
such indemnification, averring such service and reasonably evidencing such
expenses, it being understood, however, that the Corporation shall have no
obligation under this Article to compensate such person for such person's time
or efforts so expended.

(c) Indemnification of Employees and Agents. The Corporation may
indemnify any present or former employee or agent of the Corporation to the same
or a lesser extent as it may indemnify any present or former director or officer
of the Corporation pursuant to paragraph (a) and (b) of this Section 3.

Section 4. Advances of Expenses.

(a) Advances to Directors and Officers. Expenses (including
attorneys' fees and disbursements) actually and reasonably incurred by any
person referred to in paragraphs (a) and (b) of Section 1 of this Article V in
defending a civil, criminal, administrative, regulatory or investigative action,
suit or proceeding shall be paid by the Corporation in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking in
writing by or on behalf of such person to repay such amount if it shall
ultimately be determined that such person is not entitled to be indemnified in
respect of such expenses by the Corporation as authorized by this Article.

(b) Advances to Employees and Agents. Expenses incurred by any
person referred to in paragraph (c) of Section 1 of this Article V in defending
a civil, criminal, administrative, regulatory or investigative action, suit or
proceeding may be paid by the Corporation in advance of the final disposition of
such action, suit or proceeding as and to the extent authorized by the Board of
Directors, a committee thereof or an officer of the Corporation authorized to so
act by the Board of Directors, upon receipt of an undertaking in writing by or
on behalf of such person to repay such amount if it shall ultimately be
determined that such person is not entitled to be indemnified by the Corporation
in respect of such costs and expenses as authorized by this Article.

Section 5. Other Rights. The indemnification provided by these
bylaws shall not be deemed exclusive of any other rights to which a person
seeking indemnification may be entitled under any statute, agreement, vote of
stockholders or disinterested directors, or otherwise both as to action in his
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent, as the case may be, and shall inure to the benefit
of the heirs, executors and administrators of such a person. Without limiting
the generality of the foregoing, by action of the Board of Directors or a
committee thereof (notwithstanding the interest of its members in the
transaction)


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or an officer of the Corporation authorized to so act by the Board, the
Corporation may enter into agreements with persons indemnified under this
Article V and others providing for indemnification of and advancement of
expenses to such persons by the Corporation either under the provisions of this
Article V or otherwise, and, in the event of any conflict between the provisions
of this Article V and the provisions of any such indemnification agreement, the
provisions of such indemnification agreement shall prevail.

Section 6. Insurance. The Corporation shall have power to purchase
and maintain insurance on behalf of any person who is or was a director,
officer, employee or agent of the Corporation or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, against any liability asserted against such person and incurred by
such person in any such capacity, or arising out of such person's status as
such, whether or not the Corporation would have the power to indemnify such
person against such liability under the provisions of these bylaws.

Section 7. Effect; Benefit; Modification. The obligations of the
Corporation to indemnify and to advance expenses to a person under or pursuant
to the provisions of this Article V shall apply in respect of any expense,
judgment, fine, penalty or amount paid in settlement, whether or not the claim
or cause of action in respect thereof accrued or arose before or after the
effective date of this Article V, and shall be in the nature of a contract
between the Corporation and each such person. No amendment, repeal or
termination of any provision of this Article V shall alter, to the detriment of
such person, the right of such person to indemnification or the advancement of
expenses with respect to any claim based on an actual or alleged act or failure
to act which took place prior to such amendment, repeal or termination.

ARTICLE VI

GENERAL PROVISIONS

Section 1. Fixing the Record Dates.

(a) 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, the Board of Directors 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 of Directors, and which record date shall not be more
than 60 nor less than 10 days before the date of such meeting. 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 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. A determination of stockholders of record
entitled to notice or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided that the Board of Directors may fix a new
record date for the adjourned meeting.


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(b) The record date for determining stockholders entitled to express
consent to corporate action in writing without a meeting shall be as fixed by
the Board of Directors or as otherwise established under this Section. Any
person seeking to have the stockholders authorize or take corporate action by
written consent without a meeting shall, by written notice addressed to the
Secretary and delivered to the Corporation at its principal executive offices,
request that a record date be fixed for such purpose. The Board of Directors may
fix a record date for such purpose which shall be no more than 10 days after the
date upon which the resolution fixing the record date is adopted by the Board of
Directors and shall not precede the date such resolution is adopted. If the
Board of Directors fails within 10 days after the Corporation receives such
notice to fix a record date for such purpose, the record date shall be the first
day thereafter on which the first written consent is delivered to the
Corporation in the manner described in Article II, Section 7 above unless prior
action by the Board of Directors is required under Delaware Law, in which event
the record date shall be at the close of business on the day on which the Board
of Directors adopts the resolution taking such prior action.

(c) In order that the Corporation may determine the stockholders
entitled to receive payment of any dividend or other distribution or allotment
of any rights or the stockholders 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 a record date, which record date
shall not precede the date upon which the resolution fixing the record date is
adopted, and which record date shall be not more than 60 days prior to such
action. If no record date is fixed, the record date for determining stockholders
for any such purpose shall be at the close of business on the day on which the
Board of Directors adopts the resolution relating thereto.

Section 2. Dividends. Subject to limitations contained in Delaware
Law 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 either in cash, in property or in shares of the capital
stock of the Corporation.

Section 3. Fiscal Year. The fiscal year of the Corporation shall
commence (i) on the day after the last Saturday of the month of February in any
particular calendar year and end on the last Saturday of the month of February
of the next succeeding calendar year or (ii) as otherwise determined by the
Board of Directors.

Section 4. 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 5. Voting of Stock Owned by the Corporation. The Board of
Directors 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,
and on behalf of the Corporation to consent to any action by any such
corporation without meeting.

Section 6. Amendments. These bylaws or any of them, may be altered,

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amended or repealed, or new bylaws may be made, by the affirmative vote of the
holders of 66 2/3% in voting power of the outstanding stock at any annual
meeting, or at any special meeting if notice of the proposed amendment be
contained in the notice of said special meeting, or by the Board of Directors.