IGL

AMENDED AND RESTATED
BY-LAWS OF
IMC GLOBAL INC.


ARTICLE I
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Stockholders Meetings
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Section 1.1. Annual Meetings. (a) An annual meeting of stockholders
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shall be held for the election of directors and the transaction of such other
business as may properly come before it at such date, time and place as may be
fixed by resolution of the Board of Directors from time to time. Subject to
paragraph (b) of this Section 1.1, any other proper business may be transacted
at an annual meeting.

(b) Except as provided by law, only such business shall be conducted
at an annual meeting of stockholders as shall have been properly brought before
the meeting. For business to be properly brought before the meeting, it must
be(i) authorized by the Board of Directors and specified in the notice, or a
supplemental notice, of the meeting, (ii) otherwise brought before the meeting
by or at the direction of the Board of Directors or the chairperson of the
meeting, or (iii) otherwise properly brought before the meeting by a stockholder
who is entitled to vote at such meeting. For business to be properly brought
before an annual meeting by a stockholder, the stockholder must have given
written notice thereof to the Secretary, delivered or mailed to and received at
the principal executive offices of the Corporation (x) not less than 75 days nor
more than 100 days prior to the meeting, or (y) if less than 70 days' notice of
the meeting or prior public disclosure of the date of the meeting is given or
made to stockholders, not later than the close of business on the tenth day
following the day on which the notice of the meeting was mailed or, if earlier,
the day on which such public disclosure was made. A stockholder's notice to the
Secretary shall set forth as to each item of business the stockholder proposes
to bring before the meeting (1) a brief description of such item and the reasons
for conducting such business at the meeting, (2) the name and address, as they
appear on the Corporation's records, of the stockholder proposing such business,
(3) the class and number of shares of stock of the Corporation which are
beneficially owned by the stockholder (for purposes of the regulations under
Sections 13 and 14 of the Securities Exchange Act of 1934, as amended) as of the
record date (if such date shall have been made publicly available) , and (4)
such other information which would be required to be included in a proxy
statement filed with the Securities and Exchange Commission if, with respect to
any such item of business, such stockholder were a participant in a solicitation
subject to Section 14 of the Securities Exchange Act of 1934, as amended. No
business shall be conducted at any annual meeting except in accordance with the
procedures set forth in this paragraph (b). The chairperson of the meeting at
which any business is proposed by a stockholder shall, if the facts warrant,
determine and declare to the meeting that such business was not properly brought
before the meeting in accordance with the provisions of this paragraph (b), and,
in such event, the business not properly before the meeting shall not be
transacted. Notwithstanding satisfaction of the preceding provisions in this
Section 1.1, the proposed business described in the notice may be deemed not to
be properly brought before the meeting if, pursuant to state law or to any rule
or regulation of the Securities and Exchange

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Commission, it was offered as a stockholder proposal and was omitted, or had it
been so offered, it could have been omitted, from the notice of, and proxy
material for, the annual meeting (or any supplement thereto) authorized by the
Board of Directors.

Section 1.2. Special Meetings. Special meetings of stockholders for
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any purpose or purposes may be called at any time only by the Chairperson of the
Board, if any, the President, or a majority of the Board of Directors and by no
other person. The business transacted at a special meeting of stockholders
shall be limited to the purpose or purposes for which such meeting is called,
except as otherwise determined by the Board of Directors or the chairperson of
the meeting.

Section 1.3. Notice of Meetings. A written notice of each annual or
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special meeting of stockholders shall be given stating the place, date and time
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 law, the Restated
Certificate of Incorporation or these By-laws, such notice of meeting shall be
given not less than ten nor more than sixty days before the date of the meeting
to each stockholder of record entitled to vote at such meeting. If mailed, such
notice shall be deemed to be given when deposited in the mail, postage prepaid,
directed to the stockholder at such stockholder's address as it appears on the
records of the Corporation.

Section 1.4. Adjournments. Any annual or special meeting of
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stockholders may be adjourned from time to time to reconvene at the same or some
other place, and notice need not be given of any such adjourned meeting if the
date, time and place thereof are announced at the meeting at which the
adjournment is taken; provided, however, that if the adjournment is for more
than thirty 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 adjourned meeting in accordance
with Section 1.3. At the adjourned meeting any business may be transacted which
might have been transacted at the original meeting.

Section 1.5. Quorum. Except as otherwise provided by law, the
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Restated Certificate of Incorporation or these By-laws, the presence in person
or by proxy of the holders of stock having a majority of the votes which could
be cast by the holders of all outstanding stock entitled to vote at the meeting
shall constitute a quorum at each meeting of stockholders. In the absence of a
quorum, the stockholders so present may, by the affirmative vote of the holders
of stock having a majority of the votes which could be cast by all such holders,
adjourn the meeting from time to time in the manner provided in Section 1.4 of
these By-laws until a quorum is present. If a quorum is present when a meeting
is convened, the subsequent withdrawal of stockholders, even though less than a
quorum remains, shall not affect the ability of the remaining stockholders
lawfully to transact business.

Section 1.6. Organization. Meetings of stockholders shall be
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presided over by the Chairperson of the Board, if any, or by the President, or
in the absence of the Chairperson of the Board and President, by a chairperson
designated by the Board of Directors, or in the absence of such designation by a
chairperson chosen at the meeting. The Secretary shall act as secretary of

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the meeting, but in his or her absence the chairperson of the meeting may
appoint any person to act as secretary of the meeting.

Section 1.7. Voting. (a) Except as otherwise provided by the
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Restated Certificate of Incorporation, each stockholder entitled to vote at any
meeting of stockholders shall be entitled to one vote for each share of stock
held by such stockholder which has voting power on the matter in question.

(b) Voting at meetings of stockholders need not be by written ballot
and need not be conducted by inspectors of election unless so required by
Section 1.9 of these By-laws or so determined by the holders of stock having a
majority of the votes which could be cast by the holders of all outstanding
stock entitled to vote which are present in person or by proxy at such meeting.
Unless otherwise provided in the Restated Certificate of Incorporation,
directors shall be elected by a plurality of the votes cast in the election of
directors. Each other question shall, unless otherwise provided by law, the
Restated Certificate of Incorporation or these By-laws, be decided by the vote
of the holders of stock having a majority of the votes which could be cast by
the holders of all stock entitled to vote on such question which are present in
person or by proxy at the meeting.

Section 1.8. Proxies. (a) Each stockholder entitled to vote at a
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meeting of stockholders may authorize another person or persons to act for such
stockholder by proxy filed with the Secretary before or at the time of the
meeting. No such proxy shall be voted or acted upon after three years from its
date, unless the proxy provides for a longer period. A duly executed proxy
shall be irrevocable if it states that it is irrevocable and if, and only as
long as, it is coupled with an interest sufficient in law to support an
irrevocable power. A stockholder may revoke any proxy which is not irrevocable
by attending the meeting and voting in person or by filing with the Secretary an
instrument in writing revoking the proxy or another duly executed proxy bearing
a later date.

(b) A stockholder may authorize another person or persons to act for
such stockholder as proxy (i) by executing a writing authorizing such person or
persons to act as such, which execution may be accomplished by such stockholder
or such stockholder's authorized officer, director, partner, employee or agent
(or, if the stock is held in a trust or estate, by a trustee, executor or
administrator thereof) signing such writing or causing his or her signature to
be affixed to such writing by any reasonable means, including, but not limited
to, facsimile signature, or (ii) by transmitting or authorizing the transmission
of a telegram, cablegram or other means of electronic transmission (a
"Transmission") to the person who will be the holder of the proxy or to a proxy
solicitation firm, proxy support service organization or like agent duly
authorized by the person who will be the holder of the proxy to receive such
Transmission; provided that any such Transmission must either set forth or be
submitted with information from which it can be determined that such
Transmission was authorized by such stockholder.

(c) Any inspector or inspectors appointed pursuant to Section 1.9 of
these By-Laws shall examine Transmissions to determine if they are valid. If no
inspector or inspectors are so appointed, the Secretary or such other person or
persons as shall be appointed from time to

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time by the Board of Directors shall examine Transmissions to determine if they
are valid. If it is determined a Transmission is valid, the person or persons
making that determination shall specify the information upon which such person
or persons relied. Any copy, facsimile telecommunication or other reliable
reproduction of such a writing or Transmission may be substituted or used in
lieu of the original writing or Transmission for any and all purposes for which
the original writing or Transmission could be used; provided that such copy,
facsimile telecommunication or other reproduction shall be a complete
reproduction of the entire original writing or Transmission.

Section 1.9. Voting Procedures and Inspectors of Elections. (a) The
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Board of Directors may, in advance of any meeting of stockholders, appoint one
or more inspectors (individually an "Inspector," and collectively the
"Inspectors") to act at such meeting and make a written report thereof. The
Board of Directors may designate one or more persons as alternate Inspectors to
replace any Inspector who shall fail to act. If no Inspector or alternate is
able to act at such meeting, the chairperson of the meeting may appoint one or
more other persons to act as Inspectors. Each Inspector, before entering upon
the discharge of his or her duties, shall take and sign an oath faithfully to
execute the duties of Inspector with strict impartiality and according to the
best of his or her ability.

(b) The Inspectors shall (i) ascertain the number of shares of stock
of the Corporation outstanding and the voting power of each, (ii) determine the
number of shares of stock of the Corporation present in person or by proxy at
such meeting and the validity of proxies and ballots, (iii) count all votes and
ballots, (iv) determine and retain for a reasonable period a record of the
disposition of any challenges made to any determination by the Inspectors and
(v) certify their determination of the number of such shares present in person
or by proxy at such meeting and their count of all votes and ballots. The
Inspectors may appoint or retain other persons or entities to assist them in the
performance of their duties.

(c) 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 such meeting. No ballots, proxies or votes, nor any revocations
thereof or changes thereto, shall be accepted by the Inspectors after the
closing of the polls unless the Court of Chancery of the State of Delaware upon
application by any stockholder shall determine otherwise.

(d) In determining the validity and counting of proxies and ballots,
the Inspectors shall be limited to an examination of the proxies, any envelopes
submitted with such proxies, any information referred to in paragraphs (b) and
(c) of Section 1.8 of these By-laws, ballots and the regular books and records
of the Corporation, except that the Inspectors may consider other reliable
information for the limited purpose of reconciling proxies and ballots submitted
by or on behalf of banks, brokers, their nominees or similar persons which
represent more votes than the holder of a proxy is authorized by a stockholder
of record to cast or more votes than such stockholder holds of record. If the
Inspectors consider other reliable information for the limited purpose permitted
herein, the Inspectors, at the time they make their certification pursuant to
paragraph (b) of this Section 1.9, shall specify the precise information
considered by them, including the person or persons from whom such information
was obtained, when and the

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means by which such information was obtained and the basis for the Inspectors'
belief that such information is accurate and reliable.

Section 1.10. Fixing Date of Determination of Stockholders of Record.
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(a) In order that the Corporation may determine the stockholders entitled (i)
to notice of or to vote at any meeting of stockholders or any adjournment
thereof, (ii) to receive payment of any dividend or other distribution or
allotment of any rights, (iii) to exercise any rights in respect of any change,
conversion or exchange of stock or (iv) to take, receive or participate in any
other action, the Board of Directors may fix a record date, which shall not be
earlier than the date upon which the resolution fixing the record date is
adopted by the Board of Directors and which (1) in the case of a determination
of stockholders entitled to notice of or to vote at any meeting of stockholders
or adjournment thereof, shall, unless otherwise required by law, be not more
than sixty nor less than ten days before the date of such meeting and (2) in the
case of any other action, shall be not more than sixty days before such action.

(b) If no record date is fixed, (i) the record date for determining
stockholders entitled to notice of or to vote at a meeting of stockholders shall
be at the close of business on the day next preceding the day on which notice is
given, or, if notice is waived, at the close of business on the day next
preceding the day on which the meeting is held and (ii) the record date for
determining stockholders for any other purpose shall be at the close of business
on the day on which the Board of Directors adopts the resolution relating
thereto.

(c) 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, but the Board of Directors may fix a new record date for the adjourned
meeting.

Section 1.11. List of Stockholders Entitled to Vote. The Secretary
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shall prepare, at least ten 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 and the number of shares registered
in the name of each stockholder. Such list shall be open to the examination of
any stockholder, for any purpose germane to the meeting, during ordinary
business hours, for a period of at least ten days prior to the meeting, either
at a place within the city where the meeting is to be held, which place shall be
specified in the notice of meeting, or, if not so specified, at the place where
the meeting is to be held. The list shall also be produced and kept at the time
and place of the meeting during the whole time thereof and may be inspected by
any stockholder who is present. The stock ledger shall be the only evidence as
to who are the stockholders entitled to examine the stock ledger, the list of
stockholders or the books of the Corporation, or to vote in person or by proxy
at any meeting of stockholders.

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ARTICLE II
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Board of Directors
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Section 2.1. Number. The Board of Directors shall consist of one or
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more directors, the number thereof to be determined from time to time by
resolution of the Board of Directors, exclusive of directors, if any, to be
elected by the holders of one or more series of Series Preferred Stock pursuant
to the provisions of Section (a) of Article Fourth of the Restated Certificate
of Incorporation of the Corporation. No decrease in the number of directors
shall shorten the term of any incumbent director.

Section 2.2. Election; Resignation; Vacancies. (a) At each annual
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meeting at which the term of office of a class of directors expires, the
stockholders shall elect directors of such class each to hold office until the
annual meeting at which the terms of office of such class of directors expire
and the election and qualification of his or her successor, or until his or her
earlier death, resignation or removal.

(b) Only persons who are nominated in accordance with the procedures
set forth in this paragraph (b) shall be eligible for election as directors of
the Corporation. Nominations of persons for election to the Board of Directors
may be made at a meeting of stockholders by the Board of Directors or by any
stockholder of the Corporation entitled to vote in the election of directors at
the meeting who complies with the notice procedures set forth in this paragraph
(b). Any nomination by a stockholder must be made by written notice to the
Secretary delivered or mailed to and received at the principal executive offices
of the Corporation (i) not less than 75 days nor more than 100 days prior to the
meeting, or (ii) if less than 70 days' notice of the meeting or prior public
disclosure of the date of the meeting is given or made to stockholders, not
later than the close of business on the tenth day following the day on which the
notice of the meeting was mailed or, if earlier, the day on which such public
disclosure was made. A stockholder's notice to the Secretary shall set forth (x)
as to each person whom the stockholder proposes to nominate for election or re-
election as a director(1) the name, age, business address and residence
address of such person, (2) the principal occupation or employment of such
person, (3) the class and number of shares of stock of the Corporation which are
beneficially owned by such person (for the purposes of the regulations under
Sections 13 and 14 of the Securities Exchange Act of 1934, as amended), and (4)
any other information relating to such person that would be required to be
disclosed in solicitations of proxies for the election of such person as a
director of the Corporation pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended, and such person's written consent to being
named in any proxy statement as a nominee and to serving as a director if
elected; and (y) as to the stockholder giving notice (5) the name and address,
as they appear on the Corporation's records, of such stockholder and (6) the
class and number of shares of stock of the Corporation which are beneficially
owned by such stockholder (determined as provided in clause (x)(3) above). At
the request of the Board of Directors any person nominated by the Board of
Directors for election as a director shall furnish to the Secretary that
information required to be set forth in a stockholder's notice of nomination
which pertains to the nominee. The chairperson of the meeting at which a
stockholder nomination is presented shall, if the facts warrant, determine and
declare to the

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meeting that such nomination was not made in accordance with the procedures
prescribed by this paragraph (b), and, in such event, the defective nomination
shall be disregarded.

(c) Any director may resign at any time by giving written notice to
the Chairperson of the Board, if any, the President or the Secretary. Unless
otherwise stated in a notice of resignation, it shall take effect when received
by the officer to whom it is directed, without any need for its acceptance.

(d) Any newly created directorship or any vacancy occurring in the
Board of Directors for any reason may be filled by a majority of the remaining
directors, although less than a quorum. Each director elected to replace a
former director shall hold office until the expiration of the term of office of
the director whom he or she has replaced and the election and qualification of
his or her successor, or until his or her earlier death, resignation or removal.
A director elected to fill a newly created directorship shall serve until the
next annual meeting of stockholders at which the terms of office of the class of
directors to which he or she is assigned expire and the election and
qualification of his or her successor, or until his or her earlier death,
resignation or removal.

Section 2.3. Regular Meetings. A regular annual meeting of the Board
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of Directors shall be held, without call or notice, immediately after and at the
same place as the annual meeting of stockholders, for the purpose of organizing
the Board of Directors, electing officers and transacting any other business
that may properly come before such meeting. At such regular annual meeting or
at any regular or special meeting, the Board of Directors shall prepare a
schedule fixing the time and place of all regular meetings of the Board of
Directors to be held during the succeeding calendar year. All such regular
meetings of the Board of Directors may be held without further notice to any
director. The Board of Directors shall have authority to change the time and
place of any regular meeting previously fixed, and such regular meeting may be
held without further notice to any director. Additional regular meetings of the
Board of Directors may be held without call or notice at such times as shall be
fixed by resolution of the Board of Directors.

Section 2.4. Special Meetings. Special meetings of the Board of
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Directors may be called by the Chairperson of the Board, if any, or the
President, or by a majority of the Board of Directors. Notice of a special
meeting of the Board of Directors shall be given by the person or persons
calling the meeting at least twenty-four hours before the special meeting. The
purpose or purposes of a special meeting need not be stated in the call or
notice.

Section 2.5. Organization. Meetings of the Board of Directors shall
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be presided over by the Chairperson of the Board, if any, or if there is none or
in his or her absence, by the President, or in his or her absence by a
chairperson chosen at the meeting. The Secretary shall act as secretary of the
meeting, but in his or her absence the chairperson of the meeting may appoint
any person to act as secretary of the meeting. A majority of the directors
present at a meeting, whether or not they constitute a quorum, may adjourn such
meeting to any other date, time or place without notice other than announcement
at the meeting.

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Section 2.6. Quorum; Vote Required for Action. At all meetings of the
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Board of Directors a majority of the whole Board of Directors shall constitute a
quorum for the transaction of business. Unless the Restated Certificate of
Incorporation or these By-laws otherwise provide, the vote of a majority of the
directors present at a meeting at which a quorum is present shall be the act of
the Board of Directors.

Section 2.7. Committees. The Board of Directors may, by resolution
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passed by a majority of the whole Board of Directors, designate one or more
committees, each committee to consist of one or more directors of the
Corporation. The Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee. In the absence or disqualification of a
member of the committee, the member or members present at any meeting and not
disqualified from voting, whether or not a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in place of any
such absent or disqualified member. Any such committee, to the extent permitted
by law and provided in the resolution of the Board of Directors designating such
committee, or an amendment to such resolution, 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.

Section 2.8. Committee Rules. Unless the Board of Directors otherwise
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provides, each committee designated by the Board of Directors may make, alter
and repeal rules for the conduct of its business. In the absence of such rules
each committee shall conduct its business in the same manner as the Board of
Directors conducts its business pursuant to this Article II of these By-laws.

Section 2.9. Telephonic Meetings. Directors, or any committee of
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directors designated by the Board of Directors, may participate in a meeting of
the Board of Directors or such committee by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other, and participation in a meeting pursuant to this
Section 2.9 shall constitute presence in person at such meeting.

Section 2.10. Informal Action by Directors. Unless otherwise
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restricted by the Restated Certificate of Incorporation or these By-laws, 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 such committee, as the case may be, consent
thereto in writing (which may be in counterparts), and the written consent or
consents are filed with the minutes of proceedings of the Board of Directors or
such committee.

Section 2.11. Reliance upon Records. Every director, and every member
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of any committee of the Board of Directors, shall, in the performance of his or
her duties, be fully protected in relying in good faith upon the records of the
Corporation and upon such information, opinions, reports or statements presented
to the Corporation by any of its officers or employees, or committees of the
Board of Directors, or by any other person as to matters the director or

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member reasonably believes are within such other person's professional or expert
competence and who has been selected with reasonable care by or on behalf of the
Corporation, including, but not limited to, such records, information, opinions,
reports or statements as to the value and amount of the assets, liabilities
and/or net profits of the Corporation, or any other facts pertinent to the
existence and amount of surplus or other funds from which dividends might
properly be declared and paid, or with which the Corporation's capital stock
might properly be purchased or redeemed.

Section 2.12. Interested Directors. A director who is directly or
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indirectly a party to a contract or transaction with the Corporation, or is a
director or officer of or has a financial interest in any other corporation,
partnership, association or other organization which is a party to a contract or
transaction with the Corporation, may be counted in determining whether a quorum
is present at any meeting of the Board of Directors or a committee thereof at
which such contract or transaction is considered or authorized, and such
director may participate in such meeting and vote on such authorization to the
extent permitted by applicable law, including Section 144 of the General
Corporation Law of the State of Delaware.

Section 2.13. Compensation. Unless otherwise restricted by the
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Restated Certificate of Incorporation, the Board of Directors shall have the
authority to fix the compensation of directors. The directors shall be paid
their reasonable expenses, if any, of attendance at each meeting of the Board of
Directors or a committee thereof and may be paid a fixed sum for attendance at
each such meeting and an annual retainer or salary for services as a director or
committee member. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor.

Section 2.14. Presumption of Assent. Unless otherwise provided by the
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laws of the State of Delaware, a director who is present at a meeting of the
Board of Directors or a committee thereof at which action is taken on any matter
shall be presumed to have assented to the action taken unless his or her dissent
shall be entered in the minutes of such meeting or unless he or she shall file
his or her written dissent to such action with the person acting as secretary of
such meeting before the adjournment thereof or shall forward such dissent by
registered mail to the Secretary immediately after the adjournment of such
meeting. Such right to dissent shall not apply to a director who voted in favor
of such action.


ARTICLE III
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Officers
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Section 3.1. Executive Officers; Election; Qualification; Term of
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Office. The Board of Directors shall elect a President and may, if it so
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determines, elect a Chairperson of the Board from among its members. The
Chairperson of the Board may be an officer of the Corporation. The Board of
Directors shall also elect a Secretary and may elect one or more Vice Presidents
(one or more of whom may be designated Executive or Senior Vice President), one
or more Assistant Secretaries, a Controller, one or more Assistant Controllers,
a Treasurer and one or more Assistant Treasurers. The Board of Directors may
create such other office or offices

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from time to time as shall, in its judgment, be necessary and convenient. The
Board of Directors may, if it so determines, designate any officer as the Chief
Executive Officer of the Corporation. Any number of offices may be held by the
same person, excepting those of President and Secretary. Each officer shall hold
office until the first meeting of the Board of Directors after the annual
meeting of stockholders next succeeding his or her election, and until his or
her successor is elected and qualified or until his or her earlier death,
resignation or removal.

Section 3.2. Resignation; Removal; Vacancies. Any officer may resign
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at any time by giving written notice to the Chairperson of the Board, if any,
the President or the Secretary. Unless otherwise stated in a notice of
resignation, it shall take effect when received by the officer to whom it is
directed, without any need for its acceptance. The Board of Directors may remove
any officer with or without cause at any time, but such removal shall be without
prejudice to the contractual rights of such officer, if any, with the
Corporation. A vacancy occurring in any office of the Corporation may be filled
for the unexpired portion of the term thereof by the Board of Directors at any
regular or special meeting.

Section 3.3. Powers and Duties of Executive Officers. The officers of
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the Corporation shall have such powers and duties in the management of the
Corporation as may be prescribed by the Board of Directors and, to the extent
not so provided, as generally pertain to their respective offices, subject to
the control of the Board of Directors. The Board of Directors may require any
officer, agent or employee to give security for the faithful performance of his
or her duties.

Section 3.4. President. The President shall in general supervise and
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control all of the business affairs of the Corporation, subject to the direction
of the Board of Directors. The President may execute, in the name and on behalf
of the Corporation, any deeds, mortgages, bonds, contracts or other instruments
which the Board of Directors or a committee thereof has authorized to be
executed, except in cases where the execution shall have been expressly
delegated by the Board of Directors or a committee thereof to some other officer
or agent of the corporation.

Section 3.5. Secretary. In addition to such other duties, if any, as
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may be assigned to the Secretary by the Board of Directors, the Chairperson of
the Board, if any, or the President, the Secretary shall (i) keep the minutes of
proceedings of the stockholders, the Board of Directors and any committee of the
Board of Directors in one or more books provided for that purpose; (ii) see that
all notices are duly given in accordance with the provisions of these By-laws or
as required by law; (iii) be the custodian of the records and seal of the
Corporation; (iv) affix or cause to be affixed the seal of the Corporation or a
facsimile thereof, and attest the seal by his or her signature, to all
certificates for shares of stock of the Corporation and to all other documents
the execution of which under seal is authorized by the Board of Directors; and
(v) unless such duties have been delegated by the Board of Directors to a
transfer agent of the Corporation, keep or cause to be kept a register of the
name and address of each stockholder, as the same shall be furnished to the
Secretary by such stockholder, and have general charge of the stock transfer
records of the Corporation.

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ARTICLE IV
----------

Capital Stock
-------------

Section 4.1. Certificate. Every holder of stock shall be entitled to
-----------
have a certificate signed by or in the name of the Corporation by the
Chairperson of the Board, if any, or the President or a Vice President, and by
the Secretary or an Assistant Secretary, of the Corporation, certifying the
number of shares owned by such stockholder in the Corporation. 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 officer, transfer agent, or registrar continued
to be such at the date of issue.

Section 4.2. Lost, Stolen or Destroyed Certificates; Issuance of New
-------------------------------------------------------
Certificates. The Corporation may issue a new certificate for stock in the place
------------
of any certificate theretofore issued by it, alleged to have been lost, stolen
or destroyed, and the Corporation may require the owner of the lost, stolen or
destroyed certificate, or such stockholder's legal representative, to give the
Corporation a bond sufficient to indemnify it against any claim that may be made
against it on account of the alleged loss, theft or destruction of any such
certificate or the issuance of such new certificate.

Section 4.3 Transfers of Stock. Upon surrender to the Corporation or
------------------
the transfer agent of the Corporation of a certificate for stock of the
Corporation duly endorsed or accompanied by proper evidence of succession,
assignment or authority to transfer or, if the relevant stock certificate is
claimed to have been lost, stolen or destroyed, upon compliance with the
provisions of Section 4.2 of these By-laws, and upon payment of applicable taxes
with respect to such transfer, and in compliance with any restrictions on
transfer applicable to such stock certificate or the shares represented thereby
of which the Corporation shall have notice and subject to such rules and
regulations as the Board of Directors may from time to time deem advisable
concerning the transfer and registration of stock certificates, the Corporation
shall issue a new certificate or certificates for such stock to the person
entitled thereto, cancel the old certificate and record the transaction upon its
books. Transfers of stock shall be made only on the books of the Corporation by
the registered holder thereof or by such holder's attorney or successor duly
authorized as evidenced by documents filed with the Secretary or transfer agent
of the Corporation. Whenever any transfer of stock shall be made for collateral
security, and not absolutely, it shall be so expressed in the entry of transfer
if, when the certificate or certificates representing such stock are presented
to the Corporation for transfer, both the transferor and transferee request the
Corporation to do so.

Section 4.4 Stockholders of Record. The Corporation shall be entitled
----------------------
to treat the holder of record of any stock of the Corporation as the holder
thereof and shall not be bound to recognize any equitable or other claim to or
interest in such stock on the part of any other person, whether or not it shall
have express or other notice thereof, except as otherwise required by the laws
of the State of Delaware.

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ARTICLE V

Notices
-------

Section 5.1. Manner of Notice. Except as otherwise provided by law,
----------------
the Restated Certificate of Incorporation or these By-laws, whenever notice is
required to be given to any stockholder, director or member of any committee of
the Board of Directors, such notice may be given by personal delivery or by
depositing it, in a sealed envelope, in the United States mails, first class,
postage prepaid, addressed, or by delivering it to a telegraph company, charges
prepaid, for transmission, or by transmitting it via telecopier, to such
stockholder, director or member, either at the address of such stockholder,
director or member as it appears on the records of the Corporation or, in the
case of such a director or member, at his or her business address; and such
notice shall be deemed to be given at the time when it is thus personally
delivered, deposited, delivered or transmitted, as the case may be. Such
requirement for notice shall also be deemed satisfied, except in the case of
stockholder meetings, if actual notice is received orally or by other writing by
the person entitled thereto as far in advance of the event with respect to which
notice is being given as the minimum notice period required by law or these By-
laws.

Section 5.2. Dispensation with Notice. (a) Whenever notice is required
------------------------
to be given by law, the Restated Certificate of Incorporation or these By-laws
to any stockholder to whom (i) notice of two consecutive annual meetings of
stockholders, and all notices of meetings of stockholders or of the taking of
action by stockholders by written consent without a meeting to such stockholder
during the period between such two consecutive annual meetings, or (ii) all, and
at least two, payments (if sent by first class mail) of dividends or interest on
securities of the Corporation during a 12-month period, have been mailed
addressed to such stockholder at the address of such stockholder as shown on the
records of the Corporation and have been returned undeliverable, the giving of
such notice to such stockholder shall not be required. Any action or meeting
which shall be taken or held without notice to such stockholder shall have the
same force and effect as if such notice had been duly given. If any such
stockholder shall deliver to the Corporation a written notice setting forth the
then current address of such stockholder, the requirement that notice be given
to such stockholder shall be reinstated.

(b) Whenever notice is required to be given by law, the Restated
Certificate of Incorporation or these By-laws to any person with whom
communication is unlawful, the giving of such notice to such person shall not be
required, and there shall be no duty to apply to any governmental authority or
agency for a license or permit to give such notice to such person. Any action or
meeting which shall be taken or held without notice to any such person with whom
communication is unlawful shall have the same force and effect as if such notice
had been duly given.

Section 5.3. Waivers of Notice. Any written waiver of notice, signed
-----------------
by the person entitled to notice, 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 a meeting for the express purpose of objecting, at

12
<PAGE>

the beginning of the meeting, to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of any regular or special meeting of the
stockholders, directors, or members of a committee or directors need be
specified in any written waiver of notice.


ARTICLE VI
----------

Indemnification
---------------

Section 6.1. Right to Indemnification. (a) The Corporation shall
------------------------
indemnify and hold harmless, to the fullest extent permitted by law as in effect
on the date of adoption of these By-laws or as it may thereafter be amended
(but, in the case of any such amendment, only to the extent that such amendment
permits the Corporation to provide broader indemnification rights than said law
permitted the Corporation to provide prior to such amendment,) each person who
was or is made a party or is threatened to be made a party or is otherwise
involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative (a "proceeding") by reason of the fact that he
or she, or a person for whom he or she is the legal representative, is or was a
director or officer of the Corporation or is or was serving at the request of
the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture or other enterprise, against any and all
liability and loss (including judgments, fines, penalties and amounts paid in
settlement) suffered or incurred and expenses reasonably incurred by such person
in connection therewith; provided further that such indemnification shall
continue as to a person who has ceased to be a director or officer and shall
inure to the benefit of the heirs, executors and administrators of such person.
The Corporation shall not be required to indemnify a person in connection with a
proceeding (or part thereof) initiated by such person, including a counterclaim
or cross claim, unless the proceeding (or part thereof) was authorized by the
Board of Directors.

(b) For purposes of this Article VI(i) any reference to "other
enterprise" shall include all plans, programs, policies, agreements, contracts
and payroll practices and related trusts for the benefit of or relating to
employees of the Corporation and its related entities ("employee benefit
plans"); (ii) any reference to "fines", "penalties", "liability" and "expenses"
shall include any excise taxes, penalties, claims, liabilities and reasonable
expenses (including reasonable legal fees and related expenses) assessed against
or incurred by a person with respect to any employee benefit plan; (iii) any
reference to "serving at the request of the Corporation" shall include any
service as a director or officer of the Corporation or trustee or administrator
of any employee benefit plan which imposes duties on, or involves services by,
such director, officer, employee or agent with respect to an employee benefit
plan, its participants, beneficiaries, fiduciaries, administrators and service
providers; and (iv) any reference to serving at the request of the Corporation
as a director or officer of a partnership or trust shall include service as a
partner or trustee.

Section 6.2. Prepayment of Expenses. The Corporation shall pay or
----------------------
reimburse the reasonable expenses incurred in defending any proceeding in
advance of its final disposition if the Corporation has received in advance an
undertaking by the person receiving such payment or

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<PAGE>

reimbursement to repay all amounts advanced if it should be ultimately
determined that he or she is not entitled to be indemnified under this Article
VI or otherwise. The Corporation may require security for any such undertaking.

Section 6.3. Claims. If a claim for indemnification or payment of
------
expenses under this Article VI is not paid in full within sixty days after a
written claim therefor has been received by the Corporation, the claimant may
file suit to recover the unpaid amount of such claim and, if successful in whole
or in part, shall be entitled to be paid the expense of prosecuting such claim.
Neither the failure of the Corporation (including its Board of Directors,
independent legal counsel, or its stockholders) to have made a determination
prior to the commencement of such suit that indemnification of the claimant is
proper in the circumstances because the claimant has met the applicable standard
of conduct set forth in the General Corporation Law of the State of Delaware,
nor an actual determination by the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) that the claimant has
not met such applicable standard of conduct, shall create a presumption that the
claimant has not met the applicable standard of conduct or, in the case of such
a suit brought by the claimant, be a defense to such suit. In any such action
the Corporation shall have the burden of proving that the claimant was not
entitled to the requested indemnification or payment of expenses under
applicable law.

Section 6.4. Non-Exclusivity of Rights. The rights conferred on any
-------------------------
person by this Article VI shall not be exclusive of any other rights which such
person may have or hereafter acquire under any statute, provision of the
Restated Certificate of Incorporation, these By-laws, agreement, vote of
stockholders or disinterested directors or otherwise.

Section 6.5. Other Indemnification. The Corporation's obligation, if
---------------------
any, to indemnify any person who was or is serving at its request as a director,
officer, employee, partner or agent of another corporation, partnership, joint
venture or other enterprise shall be reduced by any amount such person may
collect as indemnification from such other corporation, partnership, joint
venture or other enterprise.

Section 6.6. Insurance. The Corporation shall have the 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 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 (S)145 of the General Corporation Law of the State of Delaware.

Section 6.7. Indemnification of Employees and Agents. The Corporation
---------------------------------------
may, to the extent authorized from time to time by the Board of Directors, grant
rights to indemnification to any employee or agent of the Corporation to the
fullest extent of the provisions of this Article VI with respect to the
indemnification of directors and officers of the Corporation; provided that any
standard of conduct applicable to whether a director or officer may be
indemnified shall be equally applicable to an employee or agent under this
Article VI.

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<PAGE>

Section 6.8. Amendment or Repeal. Any repeal or modification of the
-------------------
foregoing provisions of this Article VI shall not adversely affect any right or
protection hereunder of any person in respect of any act or omission occurring
prior to the time of such repeal or modification.

Section 6.9. Merger or Consolidation. For purposes of this Article VI,
-----------------------
references to "the Corporation" shall include, in addition to the resulting
corporation, any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors, officers, employees and agents, so that any person who is or was a
director, officer, employee or agent of such a constituent corporation, or is or
was serving at the request of such a constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise (including service with respect to any employee
benefit plan), shall stand in the same position under this Article VI with
respect to the resulting or surviving corporation as he would have with respect
to such constituent corporation if its separate existence had continued.


ARTICLE VII
-----------

General
-------

Section 7.1. Fiscal year. The fiscal year of the Corporation shall be
-----------
determined by resolution of the Board of Directors.

Section 7.2. Seal. The corporate seal shall have the name of the
----
Corporation inscribed thereon and shall be in such form as may be approved from
time to time by the Board of Directors.

Section 7.3. Form of Records. Any records maintained by the
---------------
Corporation in the regular course of its business, including its stock ledger,
books of account, and minute books, may be kept on, or be in the form of, punch
cards, magnetic tape, photographs, microphotographs, or any other information
storage device, provided that the records so kept can be converted into clearly
legible form within a reasonable time. The Corporation shall so convert any
records so kept upon the request of any person entitled to inspect the same.

Section 7.4. Amendment of By-Laws by the Board of Directors. These By-
----------------------------------------------
Laws may be altered, amended or repealed, or new By-Laws may be adopted, by the
affirmative vote of a majority of the directors present at any regular or
special meeting of the Board of Directors at which a quorum is present.

Section 7.5. Amendment of the By-Laws by the Stockholders. These By-
--------------------------------------------
Laws may be altered, amended or repealed, or new By-Laws may be adopted, by the
affirmative vote of the holders of a majority of the shares of the capital stock
of the Corporation issued and

15
<PAGE>

outstanding and entitled to vote at any regular meeting of the stockholders or
at any special meeting of the stockholders, provided notice of such alternation,
amendment, repeal or adoption of new By-Laws shall have been stated in the
notice of such meeting.