Exhibit 3.1
As amended and effective as of May 15, 2003

THERMO ELECTRON CORPORATION

BY-LAWS

TABLE OF CONTENTS

Title Page
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Article I - Stockholders 1
Section 1. Annual Meeting 1
Section 2. Special Meetings 1
Section 3. Notice of Meetings 1
Section 4. Quorum; Adjournments 1
Section 5. Voting; Proxies 2
Section 6 Inspectors of Elections 2
Section 7. Presiding Officer and Secretary 2
Section 8. List of Stockholders 3
Section 9. Advance Notice of Stockholder Nominations and Proposals 3
Section 10. Action Without Meeting 5

Article II- Directors 6
Section 1. General Powers 6
Section 2. Number and Qualification 6
Section 3. Classes of Directors 6
Section 4. Terms of Office 6
Section 5. Vacancies 7
Section 6. Resignations 7
Section 7. Meetings 7
Section 8. Notice of Meetings 7
Section 9. Quorum 7
Section 10. Action at Meeting 7
Section 11. Action by Consent 8
Section 12. Meetings by Telephone Conference Call 8
Section 13. Compensation of Directors 8
Section 14. Committees 8

Title Page
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Article III - Officers 9
Section 1. General Provisions; Qualification 9
Section 2. Election 9
Section 3. Tenure 9
Section 4. Resignation and Removal 9
Section 5. Vacancies 9
Section 6. The Chief Executive Officer 9
Section 7. The President 9
Section 8. Vice Presidents 10
Section 9. Chief Financial Officer 10
Section 10. General Counsel 10
Section 11. The Treasurer 10
Section 12. The Secretary 10
Section 13. Assistant Treasurers 10
Section 14. Assistant Secretaries 11
Section 15. Other Officers 11
Section 16. Delegation of Duties 11
Section 17. Salaries 11

Article IV - Capital Stock 11
Section 1. Certificates for Shares 11
Section 2. Transfer of Shares of Stock 11
Section 3. Lost, Stolen or Destroyed Certificates 11
Section 4. Record Date 11
Section 5. Regulations 12

Article V - General Provisions 13
Section 1. Fiscal Year 13
Section 2. Corporate Seal 13
Section 3. Waiver of Notice 13
Section 4. Voting of Securities 13
Section 5. Evidence of Authority 13
Section 6. Certificate of Incorporation 13
Section 7. Transactions with Interested Parties 13
Section 8. Severability 14
Section 9. Limitation on Stock Option Repricing 14

Article VI - Amendments 14
Section 1. By the Board of Directors 14
Section 2. By the Stockholders 14
Section 3. Certain Provisions 15

THERMO ELECTRON CORPORATION

BY-LAWS

ARTICLE I - STOCKHOLDERS
------------------------

Section 1. Annual Meeting. The annual meeting of the stockholders, for the
election of directors to succeed those whose terms expire and for the
transaction of such other business as may properly come before the meeting,
shall be held at such place, on such date, and at such time as the Board of
Directors may each year fix.

Section 2. Special Meetings. Special meetings of stockholders may be called
only by the Board of Directors, the Chairman of the Board of Directors, or the
Chief Executive Officer. Special meetings may be held at such place, on such
date, and at such time as the person(s) calling the meeting may specify.
Business transacted at any special meeting of stockholders shall be limited to
matters relating to the purpose or purposes stated in the notice of meeting. The
Board of Directors may postpone or reschedule any previously scheduled special
meeting.

Section 3. Notice of Meetings. Written notice of the place, date, and time
of all meetings of the stockholders shall be given, not less than ten (10) nor
more than sixty (60) days before the date on which the meeting is to be held, to
each stockholder entitled to vote at such meeting, except as otherwise required
by the Delaware General Corporation Law (meaning, here and hereinafter, the
General Corporation Law of the State of Delaware, as amended and in effect from
time to time, the "Delaware General Corporation Law").

Section 4. Quorum; Adjournments. At any meeting of the stockholders, the
holders of a majority of all of the shares of the stock entitled to vote at the
meeting, present in person or by proxy, shall constitute a quorum for all
purposes, unless or except to the extent that the presence of a larger number
may be required by the Certificate of Incorporation or the Delaware General
Corporation Law. Where a separate vote by a class or classes or series is
required, a majority of the shares of such class or classes or series present in
person or represented by proxy shall constitute a quorum entitled to take action
with respect to that vote on that matter.

If a quorum shall fail to attend any meeting, the presiding officer may
adjourn the meeting to another place, date, or time. When a meeting is adjourned
to another place, date or time, written notice need not be given of the
adjourned meeting if the place, date and time thereof are announced at the
meeting at which the adjournment is taken; provided, however, that if the date
of any adjourned meeting is more than thirty (30) days after the date for which
the meeting was originally noticed, or if a new record date is fixed for the
adjourned meeting, written notice of the place, date, and time of the adjourned
meeting shall be given in conformity herewith. At any adjourned meeting, any
business may be transacted that could have been transacted at the original
meeting.

Section 5. Voting; Proxies. Each stockholder shall have one vote for each
share of stock entitled to vote held of record by such stockholder unless
otherwise provided by the Delaware General Corporation Law or the Certificate of
Incorporation. Each stockholder of record entitled to vote at a meeting of
stockholders, or to express consent or dissent to corporate action in writing
without a meeting, may vote or express such consent or dissent in person or may
authorize another person or persons to vote or act for the stockholder by proxy
authorized by an instrument in writing or by a transmission permitted by law,
delivered in accordance with the procedure established for the meeting. No such
proxy shall be voted or acted upon after three years from the date of its
execution, unless the proxy expressly provides for a longer period.

When a quorum is present at any meeting, the affirmative vote of holders of
a majority of the stock present or represented and entitled to vote and voting
affirmatively or negatively on a matter (or if there are two or more classes or
series of stock entitled to vote as separate classes, then in the case of each
such class or series, the holders of a majority of the stock of that class
present or represented and voting affirmatively or negatively on a matter) shall
constitute stockholder action on any matter to be voted upon by the stockholders
at such meeting, except when a different vote is required by the Delaware
General Corporation Law, the Certificate of Incorporation or these By-laws.
Except as may be otherwise required by the Certificate of Incorporation, any
election by stockholders of directors shall be determined by a plurality of the
votes cast by the stockholders entitled to vote at the election.

Section 6. Inspectors of Elections. The Corporation may, and to the extent
required by the Delaware General Corporation Law, shall, in advance of any
meeting of the stockholders, appoint one or more inspectors to act at the
meeting and make a written report thereof and perform the other duties of
inspectors at meetings of stockholders as set forth in the Delaware General
Corporation Law. The Corporation may designate one or more persons as alternate
inspectors to replace any inspector who fails to act. If no inspector or
alternate is able to act at a meeting of stockholders, the person presiding at
the meeting may, and to the extent required by the Certificate of Incorporation
or the Delaware General Corporation Law, shall, appoint one or more persons to
act at the meeting. Each inspector, before entering the discharge of the
inspector's duties, shall take and sign an oath faithfully to execute the duties
of inspector with strict impartiality and according to the best of the
inspector's ability.

Section 7. Presiding Officer and Secretary. The Chairman of the Board, or
in the Chairman's absence, the Chief Executive Officer, or in the Chief
Executive Officer's absence, the President, or in the President's absence, the
Chief Financial Officer, in such order, shall call meetings of the stockholders
to order, and shall act as presiding officer of such meeting. The presiding
officer shall determine the order of business and the procedure at meetings,
including such regulation of the manner of voting and the conduct of discussion
as seem to the presiding officer in order. The presiding officer shall have the
power to adjourn meetings to another place, date, and time. The date and time of
the opening and closing of the polls for each matter upon which the stockholders
will vote at a meeting shall be announced at the meeting. The Secretary of the
Corporation, or in the Secretary's absence, any Assistant Secretary, shall act
as the secretary at all meetings of the stockholders, but in the absence of the
Secretary and any Assistant Secretary, the presiding officer may appoint any
person to act as secretary of the meeting.

Section 8. List of Stockholders. The Secretary shall prepare, at least 10
days before every meeting of stockholders, a complete list of the stockholders
entitled to vote at the meeting, arranged in alphabetical order, and showing the
address of each stockholder and the number of shares registered in the name of
each stockholder. Such list shall be open to the examination of any stockholder,
for any purpose germane to the meeting, during ordinary business hours, for a
period of at least 10 days prior to the meeting. The list shall also be produced
and kept at the time and place of the meeting during the whole time of the
meeting, and may be inspected by any stockholder who is present.

Section 9. Advance Notice of Stockholder Nominations and Proposals.
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1. Nominations of persons for election to the Board of Directors and the
proposal of business to be transacted by the stockholders may be made at an
annual meeting of stockholders (a) pursuant to the Corporation's notice with
respect to such meeting, (b) by or at the direction of the Board or (c) by any
stockholder of record of the Corporation who was a stockholder of record at the
time of the giving of the notice provided for in the following paragraph, who is
entitled to vote at the meeting and who has complied with the notice procedures
set forth in this Section 9.

2. For nominations or other business to be properly brought before an
annual meeting by a stockholder pursuant to clause (c) of the foregoing
paragraph, (1) the stockholder must have given timely notice thereof in writing
to the Secretary of the Corporation, (2) such business must be a proper matter
for stockholder action under the Delaware General Corporation Law, (3) if the
stockholder, or the beneficial owner on whose behalf any such proposal or
nomination is made, has provided the Corporation with a Solicitation Notice, as
that term is defined in subclause (c)(iii) of this paragraph, such stockholder
or beneficial owner must, in the case of a proposal, have delivered a proxy
statement and form of proxy to holders of at least the percentage of the
Corporation's voting shares required under the Delaware General Corporation Law
to carry any such proposal, or, in the case of a nomination or nominations, have
delivered a proxy statement and form of proxy to holders of a percentage of the
Corporation's voting shares reasonably believed by such stockholder or
beneficial holder to be sufficient to elect the nominee or nominees proposed to
be nominated by such stockholder, and must, in either case, have included in
such materials the Solicitation Notice, and (4) if no Solicitation Notice
relating thereto has been timely provided pursuant to this Section 9, the
stockholder or beneficial owner proposing such business or nomination must not
have solicited a number of proxies sufficient to have required the delivery of
such a Solicitation Notice under this Section 9. To be timely, a stockholder's
notice shall be delivered to the Secretary at the principal executive offices of
the Corporation not less than 60 or more than 75 days prior to the first
anniversary (the "Anniversary") of the date on which the Corporation first
mailed its proxy materials for the preceding year's annual meeting of
stockholders; provided, however, that if the date of the annual meeting is
advanced more than 30 days prior to or delayed by more than 30 days after the
anniversary of the preceding year's annual meeting, notice by the stockholder to
be timely must be so delivered not later than the close of business on the later
of (i) the 90th day prior to such annual meeting or (ii) the 10th day following
the day on which public announcement of the date of such meeting is first made.
Such stockholder's notice shall set forth (a) as to each person whom the

stockholder proposes to nominate for election or reelection as a director all
information relating to such person as would be required to be disclosed in
solicitations of proxies for the election of such nominees as directors pursuant
to Regulation 14A under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and such person's written consent to serve as a director if
elected; (b) as to any other business that the stockholder proposes to bring
before the meeting, a brief description of such business, the reasons for
conducting such business at the meeting and any material interest in such
business of such stockholder and the beneficial owner, if any, on whose behalf
the nomination or proposal is made; (c) as to the stockholder giving the notice
and the beneficial owner, if any, on whose behalf the nomination is made (i) the
name and address of such stockholder, as they appear on the Corporation's books,
and of such beneficial owner, (ii) the class and number of shares of the
Corporation that are owned beneficially and of record by such stockholder and
such beneficial owner, and (iii) whether either such stockholder or beneficial
owner intends to deliver a proxy statement and form of proxy to holders of, in
the case of a proposal, at least the percentage of the Corporation's voting
shares required under the Delaware General Corporation Law to carry the proposal
or, in the case of a nomination or nominations, a sufficient number of holders
of the Corporation's voting shares to elect such nominee or nominees (an
affirmative statement of such intent, a "Solicitation Notice").

3. Notwithstanding anything in the second sentence of the second paragraph
of this Section 9 to the contrary, in the event that the number of directors to
be elected to the Board is increased and there is no public announcement naming
all of the nominees for director or specifying the size of the increased Board
made by the Corporation at least 70 days prior to the Anniversary, a
stockholder's notice required by this By-law shall also be considered timely,
but only with respect to nominees for any new positions created by such
increase, if it shall be delivered to the Secretary at the principal executive
offices of the Corporation not later than the close of business on the 10th day
following the day on which such public announcement is first made by the
Corporation.

4. Only persons nominated in accordance with the procedures set forth in
this Section 9 shall be eligible to serve as directors and only such business
shall be conducted at an annual meeting of stockholders as shall have been
brought before the meeting in accordance with the procedures set forth in this
Section 9. The presiding officer of the meeting shall have the power and the
duty to determine whether a nomination or any business proposed to be brought
before the meeting has been made in accordance with the procedures set forth in
these By-laws and, if any proposed nomination or business is not in compliance
with these By-laws, to declare that such defective proposed business or
nomination shall not be presented for stockholder action at the meeting and
shall be disregarded.

5. 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 may be made at a special meeting of stockholders at which directors are to
be elected pursuant to the Corporation's notice of meeting (a) by or at the
direction of the Board or (b) by any stockholder of record of the Corporation
who is a stockholder of record at the time of giving of notice provided for in
this paragraph, who shall be entitled to vote at the meeting and who complies
with the procedures set forth in this Section 9, including, without limitation,

the procedures regarding Solicitation Notices. Nominations by stockholders of
persons for election to the Board may be made at such a special meeting of
stockholders if the stockholder's notice required by the second paragraph of
this Section 9 shall be delivered to the Secretary at the principal executive
offices of the Corporation not later than the close of business on the later of
the 90th day prior to such special meeting or the 10th day following the day on
which public announcement is first made of the date of the special meeting and
of the nominees proposed by the Board to be elected at such meeting.

For purposes of this Section 9, "public announcement" shall mean disclosure
in a press release reported by the Dow Jones News Service, Associated Press or a
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.

Notwithstanding the foregoing provisions of this Section 9, a stockholder
shall also comply with all applicable requirements of the Exchange Act and the
rules and regulations thereunder with respect to matters set forth in this
Section 9. Nothing in this Section 9 shall be deemed to affect any rights of
stockholders to request inclusion of proposals in the Corporation's proxy
statement pursuant to Rule 14a-8 under the Exchange Act.

Section 10. Action Without Meeting. Unless otherwise provided in the
Certificate of Incorporation, any action required or permitted to be taken by
stockholders for or in connection with any corporate action may be taken without
a meeting, without prior notice and without a vote, if a consent or consents in
writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted and shall be delivered to the
Corporation by delivery to its registered office in 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.
Deliveries made to the Corporation's registered office in Delaware shall be by
hand or certified or registered mail, return receipt requested. Each such
written consent shall bear the date of signature of each stockholder who signs
the consent. No written consent shall be effective to take the corporate action
referred to therein unless written consents signed by a number of stockholders
sufficient to take such action are delivered to the Corporation in the manner
specified in this paragraph within sixty (60) days of the earliest dated consent
so delivered.

If action is taken by consent of stockholders and in accordance with the
foregoing, there shall be filed with the records of the meetings of stockholders
the writing or writings comprising such consent.

If action is taken by less than unanimous consent of stockholders, prompt
notice of the taking of such action without a meeting shall be given to those
who have not consented in writing and a certificate signed and attested to by
the Secretary of the Corporation that such notice was given shall be filed with
the records of the meetings of stockholders.

In the event that the action consented to is such as would have required
the filing of a certificate under any provision of the Delaware General
Corporation Law, if such action had been voted upon by the stockholders at a

meeting thereof, the certificate filed under such provision shall state, in lieu
of any statement required by such provision concerning a vote of stockholders,
that written consent has been given under Section 228 of the Delaware General
Corporation Law.

ARTICLE II - DIRECTORS
----------------------

Section 1. General Powers. The business and affairs of the Corporation
shall be managed by or under the direction of a Board of Directors, who may
exercise all of the powers of the Corporation except as otherwise provided by
the Certificate of Incorporation or the Delaware General Corporation Law. In the
event of a vacancy in the Board of Directors, the remaining directors, except as
otherwise provided by the Certificate of Incorporation or the Delaware General
Corporation Law, may exercise the powers of the full Board of Directors until
the vacancy is filled. The Board of Directors may appoint a Chairman of the
Board. The Chairman of the Board shall preside at all meetings of the Board of
Directors and shall perform such duties and possess such powers as are assigned
to the Chairman by the Board of Directors.

Section 2. Number and Qualification. Except as otherwise required by the
Certificate of Incorporation, the number of directors that shall constitute the
whole Board of Directors shall be determined by resolution of the Board of
Directors, but in no event shall be less than three (3). The number of directors
may be increased at any time by resolution of the Board of Directors. The number
of directors may be decreased at any time and from time to time by a majority of
the directors then in office, but only to eliminate vacancies existing by reason
of the death, resignation, removal or expiration of the term of one or more
directors. A majority of the Board of Directors shall be comprised of directors
who are outside directors within the meaning of Treasury Regulation of
ss.1/162-27 as in effect on January 1, 2002.

Section 3. Classes of Directors. The Board of Directors shall be divided
into three classes as nearly as equal in number as possible. If the number of
directors is changed, any increase or decrease shall be apportioned among the
classes so as to maintain the number of directors in each class as nearly as
equal as possible. Such classes shall consist of one class of directors who
shall be elected for a three-year term expiring at the annual meeting of
stockholders held in 1986; a second class of directors who shall be elected for
a three-year term expiring at the annual meeting of stockholders held in 1987;
and a third class of directors who shall be elected for a three-year term
expiring at the annual meeting of stockholders held in 1988. At each annual
meeting of stockholders beginning in 1986, the successors of the class of
directors whose term expires at that annual meeting shall be elected for a
three-year term.

Section 4. Terms of Office. Subject to Section 5 of this Article II, each
director shall serve for a term ending on the date of the third annual meeting
following the annual meeting at which such director was elected; provided that
the term of each director shall be subject to the election and qualification of
such director's successor and to such director's earlier death, resignation or
removal.

Section 5. Vacancies. Except as otherwise required by the Certificate of
Incorporation or the Delaware General Corporation Law, any vacancy in the Board
of Directors, however occurring, or any newly-created directorship resulting
from an enlargement of the size of the Board of Directors, shall be filled only
by vote of a majority of the directors then in office, even if less than a
quorum, or by the sole remaining director and not by the stockholders. A
director elected to fill a vacancy shall be elected for the unexpired term of
such director's predecessor in office, and a director chosen to fill a newly
created directorship shall hold office until the next election of the class for
which such director shall have been chosen, subject in each case to the election
and qualification of the director's successor and to the director's earlier
death, resignation or removal.

Section 6. Resignations. Any director may resign by delivering a written
resignation to the Corporation at its principal office or to the Chief Executive
Officer or Secretary. Such resignation shall be effective upon receipt unless it
is specified to be effective at some other time or upon the happening of some
other event.

Section 7. Meetings. Regular meetings of the Board of Directors may be held
without notice at such time and place, either within or without the State of
Delaware, as shall be determined from time to time by the Board of Directors. A
regular meeting of the Board of Directors may be held without notice immediately
after and at the same place as the annual meeting of stockholders. Special
meetings of the Board of Directors may be called by the Chairman of the Board,
the Chief Executive Officer, a majority of the total number of the whole Board
of Directors, or by one director in the event that there is only a single
director in office and may held at any time and place, within or without the
State of Delaware, as specified by the person(s) calling the meeting.

Section 8. Notice of Meetings. No notice of the annual or other regular
meetings of the Board of Directors need be given. Notice of any special meeting
of directors shall be given to each director by the Secretary. Notice to each
director shall be duly given by mailing the same not later than the second
business day before the meeting, or by giving notice in person, by fax, by
telephone, or by any other electronic means not later than four hours before the
meeting. No notice of a meeting need be given if all directors are present in
person. Any business may be transacted at any meeting of the Board of Directors,
whether or not specified in a notice of the meeting.

Section 9. Quorum. A majority of the total number of the whole Board of
Directors shall constitute a quorum at all meetings of the Board of Directors.
In the absence of a quorum at any such meeting, a majority of the directors
present may adjourn the meeting from time to time to a different date, place, or
time without further notice (or waiver of notice) other than announcement at the
meeting, until a quorum shall be present.

Section 10. Action at Meeting. At any meeting of the Board of Directors at
which a quorum is present, the vote of a majority of the directors present shall
be sufficient to take any action, unless a different vote is specified by the
Delaware General Corporation Law, the Certificate of Incorporation or these
By-laws.

Section 11. Action by Consent. Any action required or permitted to be taken
at any meeting of the Board of Directors or of any committee of the Board of
Directors may be taken without a meeting, if all members of the Board of
Directors or committee, as the case may be, consent to the action in writing,
and the written consents are filed with the minutes of proceedings of the Board
of Directors or committee.

Section 12. Meetings by Telephone Conference Call. Directors or any members
of any committee designated by the 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 by such means shall constitute
presence in person at such meeting.

Section 13. Compensation of Directors. Directors may be paid such
compensation for their services and such reimbursement for expenses of
attendance at meetings of the Board of Directors or committees of the Board of
Directors as the Board of Directors or any committee to which the Board has
delegated responsibility for establishing director compensation may from time to
time determine. No such payment shall preclude any director from serving the
Corporation or any of its parent, subsidiary, or affiliate corporations in any
other capacity and receiving compensation for such service.

Section 14. Committees. The Board of Directors may designate one or more
committees, each committee to consist of one or more of the directors of the
Corporation. In addition to other committees that the Board may designate from
time to time, the Board shall designate a Human Resources Committee, an Audit
Committee, a Nominating and Corporate Governance Committee and a Shareholder
Rights Plan Committee, each of which shall be, as of January 1, 2003, comprised
only of directors of the Corporation who shall have been determined by the Board
of Directors to be outside directors within the meaning of Treasury Regulation
ss.1.162-27 as in effect on January 1, 2002. 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 a committee, the member or
members of the committee present at any meeting and not disqualified from
voting, whether or not the member or members constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member. Any such
committee, to the extent provided in the resolution of the Board of Directors
and subject to the provisions of the Delaware General Corporation Law, 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 that may require it.
Each such committee shall keep minutes and make such reports as the Board of
Directors may from time to time request. Except as the Board of Directors may
otherwise determine, any committee may make rules for the conduct of its
business, but unless otherwise provided by the directors or in such rules, its
business shall be conducted as nearly as possible in the same manner as is
provided in these By-laws for the Board of Directors. A majority of the members
of a committee shall constitute a quorum unless the committee consist of one or
two members, in which event, one member shall constitute a quorum. All matters
shall be determined by a majority vote of the committee members present.

ARTICLE III - OFFICERS
----------------------

Section 1. General Provisions; Qualification. The officers of the
Corporation shall be a Chief Executive Officer, a President, a Chief Financial
Officer, a General Counsel, a Treasurer and a Secretary, and may include one or
more Vice Presidents, one or more Assistant Treasurers and one or more Assistant
Secretaries and such other officers as the Board of Directors may deem
appropriate. Any two or more offices may be held by the same person.

Section 2. Election. The Chief Executive Officer, the President, the Chief
Financial Officer, the General Counsel, the Treasurer and Secretary shall be
elected annually by the Board of Directors at its first meeting following the
annual meeting of stockholders. Other officers may be appointed by the Board of
Directors at such meeting or at any other meeting.

Section 3. Tenure. Except as otherwise provided by the Delaware General
Corporation Law, by the Certificate of Incorporation or by these By-laws, each
officer shall hold office until such officer's successor is elected and
qualified, unless a different term is specified in the vote choosing or
appointing such officer, or until such officer's earlier death, resignation or
removal.

Section 4. Resignation and Removal. Any officer may resign by delivering a
written resignation to the Corporation at its principal office or to the Chief
Executive Officer or the Secretary. Such resignation shall be effective upon
receipt unless it is specified to be effective at some other time or upon the
happening of some other event. Any officer may be removed at any time, with or
without cause by vote of the Board of Directors.

Section 5. Vacancies. The Board of Directors may at any time fill any
vacancy occurring in any office for any reason. Each such successor shall hold
office for the unexpired term of such successor's predecessor and until such
successor's successor is elected and qualified, or until such successor's
earlier death, resignation or removal.

Section 6. The Chief Executive Officer. The Chief Executive Officer shall
be the principal executive officer of the Corporation. Subject to the control of
the Board of Directors, the Chief Executive Officer shall have general charge of
the business and affairs of the Corporation. The Chief Executive Officer shall
employ and discharge employees and agents of the Corporation, except such as
shall hold their offices by appointment of the Board of Directors, but the Chief
Executive Officer may delegate these powers to other officers as to employees
under their immediate supervision. The Chief Executive Officer shall have such
other powers and perform such other duties as may be prescribed by the Board of
Directors.

Section 7. The President. The Board of Directors may appoint an officer of
the Corporation to serve as the President of the Corporation. The President
shall perform such of the duties of the Chief Executive Officer of the
Corporation on behalf of the Corporation as may be assigned to the President
from time to time by the Board of Directors or the Chief Executive Officer. In
the absence or inability of the Chief Executive Officer to act, the President

shall have and possess all of the powers and discharge all of the duties of the
Chief Executive Officer, subject to the control of the Board of Directors.

Section 8. Vice Presidents. Each Vice President shall have such powers and
perform such duties as the Board of Directors, the Chief Executive Officer, or
the President may from time to time prescribe.

Section 9. Chief Financial Officer. The Board of Directors shall appoint an
officer to serve as the Chief Financial Officer of the Corporation. The Chief
Financial Officer shall be responsible for the Corporation's public financial
reporting obligations and shall have such further powers and duties as are
incident to the position of Chief Financial Officer, subject to the direction of
the Chief Executive Officer and the Board of Directors.

Section 10. General Counsel. The Board of Directors shall appoint an
officer to serve as the General Counsel of the Corporation. The General Counsel
shall be the chief legal officer of the Corporation and shall be responsible for
all legal affairs of the Corporation, and shall have such further powers and
duties as are incident to the position of General Counsel.

Section 11. The Treasurer. The Treasurer shall perform such duties and
shall have such powers as may from time to time be assigned to the Treasurer by
the Board of Directors or the Chief Executive Officer. In addition, subject to
the direction of the Board of Directors, the Treasurer shall perform such duties
and have such powers as are incident to the office of treasurer, including,
without limitation, the duty and power to keep and be responsible for all funds
and securities of the Corporation, to deposit funds of the Corporation in
depositories, to disburse such funds, to make proper accounts of such funds, and
to render statements of all such transactions and of the financial condition of
the Corporation. The Treasurer shall report directly to the Chief Executive
Officer.

Section 12. The Secretary. The Secretary shall keep the minutes of all
meetings of the Board of Directors and of the stockholders and shall attend to
the giving and serving of all notices of the Corporation. The Secretary shall
have custody of the seal of the Corporation and shall affix the seal to all
certificates of shares of stock of the Corporation and to such other papers or
documents as may be proper and, when the seal is so affixed, the Secretary shall
attest the same by the Secretary's signature wherever required. The Secretary
shall have charge of the stock certificate book, transfer book, and stock
ledger, and such other books and papers as the Board of Directors may direct.
The Secretary shall, in general, perform all the duties of secretary, subject to
the control of the Board of Directors.

Section 13. Assistant Treasurers. In the absence or inability of the
Treasurer to act, any Assistant Treasurer may perform all the duties and
exercise all of the powers of the Treasurer, subject to the control of the Board
of Directors. An Assistant Treasurer shall also perform such other duties as the
Board of Directors, the Chief Executive Officer, or the Treasurer may from time
to time prescribe.

Section 14. Assistant Secretaries. In the absence or inability of the
Secretary to act, any Assistant Secretary may perform all the duties and
exercise all the powers of the Secretary, subject to the control of the Board of
Directors. An Assistant Secretary shall also perform such other duties as the
Board of Directors, the Chief Executive Officer, or the Secretary may from time
to time prescribe.

Section 15. Other Officers. Other officers shall perform such duties and
have such powers as may from time to time be assigned to them by the Board of
Directors.

Section 16. Delegation of Duties. In case of the absence of any officer of
the Corporation, or for any other reason that the Board of Directors may deem
sufficient, the Board of Directors may confer, for the time being, the powers or
duties, or any of them, of such officer upon any other officer, or upon any
director.

Section 17. Salaries. Officers of the Corporation shall be entitled to such
salaries, compensation, or reimbursement as shall be fixed or allowed from time
to time by the Board of Directors.

ARTICLE IV - CAPITAL STOCK
--------------------------

Section 1. Certificates for Shares. Each stockholder shall be entitled to a
certificate signed by, or in the name of the Corporation by, the Chairman of the
Board, the Chief Executive Officer, or the President or a Vice President, and by
the Secretary or an Assistant Secretary, or Treasurer or an Assistant Treasurer,
certifying the class and number of shares of record owned by such stockholder.
Any or all of the signatures may be a facsimile.

Section 2. Transfer of Shares of Stock. Transfers of stock shall be made
only upon the transfer books of the Corporation kept at an office of the
Corporation or by transfer agents designated to transfer shares of the stock of
the Corporation. Except where a certificate is issued in accordance with Section
3 of this Article IV of these By-laws, an outstanding certificate for the number
of shares involved shall be surrendered for cancellation before a new
certificate is issued therefor.

Section 3. Lost, Stolen or Destroyed Certificates. In the event of the
loss, theft or destruction of any certificate of stock, another may be issued in
its place pursuant to such regulations as the Board of Directors or transfer
agent may establish concerning proof of such loss, theft, or destruction and
concerning the giving of a satisfactory bond or bonds of indemnity.

Section 4. Record Date.
-----------------------

(a) In order that the Corporation may determine the stockholders entitled
to notice of or to vote at any meeting of stockholders, or to receive payment of
any dividend or other distribution or allotment of any rights or 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, except as
otherwise required by the Delaware General Corporation Law, fix a record date,

which record date shall not precede the date on which the resolution fixing the
record date is adopted and which record date shall not be more than sixty (60)
nor less than ten (10) days before the date of any meeting of stockholders, nor
more than sixty (60) days prior to the time for such other action as
hereinbefore described; provided, however, that 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, and, for determining stockholders entitled to receive
payment of any dividend or other distribution or allotment of rights or to
exercise any rights of change, conversion, or exchange of stock or for any other
purpose, the record date shall be at the close of business on the day on which
the Board of Directors adopts a resolution relating thereto. A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the Board of Directors may fix a new record date for the adjourned meeting.

(b) In order that the Corporation may determine the stockholders entitled
to consent to corporate action in writing without a meeting, 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 date shall not be more than ten (10) days after the date
upon which the resolution fixing the record date is adopted by the Board of
Directors. Any stockholder of record seeking to have the stockholders authorize
or take corporate action by written consent shall, by written notice to the
Secretary of the Corporation, request the Board of Directors to fix a record
date. The Board of Directors shall promptly, but in all events within ten (10)
days after the date on which such a request is received by the Secretary, adopt
a resolution fixing the record date. If no record date has been fixed by the
Board of Directors within ten (10) days of the date on which such a request is
received, the record date for determining stockholders entitled to consent to
corporate action in writing without a meeting, when no prior action by the Board
of Directors is required by applicable law, shall be the first date on which a
signed written consent setting forth the action taken or proposed to be taken is
delivered to the Corporation by delivery to its registered office in the State
of Delaware, its principal place of business, or any officer or agent of the
Corporation having custody of the book in which proceeding of meetings of
stockholders are recorded. Delivery made to the Corporation's registered office
shall be by hand or by certified or registered mail, return receipt requested.
If no record date has been fixed by the Board of Directors and prior action by
the Board of Directors is required by applicable law, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting shall be at the close of business on the date on which the
Board of Directors adopts the resolution taking such prior action.

Section 5. Regulations. The issue, transfer, conversion and registration of
certificates of stock shall be governed by such other regulations as the Board
of Directors may establish.

ARTICLE V - General Provisions
------------------------------

Section 1. Fiscal Year. Except as from time to time otherwise designated by
the Board of Directors, the fiscal year of the Corporation shall end on December
31, beginning with the fiscal year ending December 31, 2003.

Section 2. Corporate Seal. The corporate seal shall be in such form as may
be approved by the Board of Directors. The corporate seal may be altered from
time to time by the Board.

Section 3. Waiver of Notice. Whenever any notice whatsoever is required to
be given by the Delaware General Corporation Law, by the Certificate of
Incorporation or by these By-laws, a written waiver of such notice signed by the
person entitled to such notice or such person's duly authorized attorney,
whether before or after the time of the event for which notice is to be given
shall be deemed equivalent to the notice required to be given to such person.
Neither the business nor the purpose of any meeting need be specified in such a
waiver. The appearance of such person at such meeting in person or by proxy,
shall constitute waiver of notice except attendance for the sole purpose of
objecting to the timeliness or lack of notice.

Section 4. Voting of Securities. Subject always to the specific directions
of the Board of Directors, any officer of the Corporation may waive notice of,
and act as, or appoint any person or persons to act as, proxy or
attorney-in-fact for this Corporation (with or without power of substitution)
at, any meeting of stockholders or shareholders of any other corporation or
organization, the securities of which may be held by this Corporation. The Board
of Directors, by resolution from time to time, may confer like powers upon any
other person or persons.

Section 5. Evidence of Authority. A certificate by the Secretary, or an
Assistant Secretary as to any action taken by the stockholders, directors, a
committee or any officer or representative of the Corporation shall as to all
persons who rely on the certificate in good faith be conclusive evidence of such
action.

Section 6. Certificate of Incorporation. All references in these By-laws to
the Certificate of Incorporation shall be deemed to refer to the Third Amended
and Restated Certificate of Incorporation of the Corporation, as amended,
restated and in effect from time to time.

Section 7. Transactions with Interested Parties. No contract or transaction
between the Corporation and one or more of the directors or officers, or between
the Corporation and any other corporation, partnership, association or other
organization in which one or more of the directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the Board of Directors or a committee of the
Board of Directors that authorizes the contract or transaction or solely because
the interested directors' votes are counted for such purpose, if:

(1) The material facts as to the director's or officer's
relationship or interest and as to the contract or transaction are
disclosed or are known to the Board of Directors or the committee, and
the Board of Directors or committee in good faith authorizes the
contract or transaction by the affirmative votes of a majority of the
disinterested directors, even though the disinterested directors be
less than a quorum;

(2) The material facts as to the director's or officer's
relationship or interest and as to the contract or transaction are
disclosed or are known to the stockholders entitled to vote thereon,
and the contract or transaction is specifically approved in good faith
by vote of the stockholders; or

(3) The contract or transaction is fair as to the Corporation as
of the time it is authorized, approved or ratified, by the Board of
Directors, a committee of the Board of Directors, or the stockholders.

Common or interested directors may be counted in determining the presence
of a quorum at a meeting of the Board of Directors or of a committee that
authorizes the contract or transaction.

Section 8. Severability. Any determination that any provision of these
By-laws is for any reason inapplicable, illegal, or ineffective shall not affect
or invalidate any other provision of these By-laws.

Section 9. Limitation on Stock Option Repricing. No stock option granted to
an officer or director of the Corporation shall, after issuance, be repriced to
a lower exercise price (other than adjustments for stock splits, stock
dividends, spinoffs, recapitalizations and like events), without the prior
affirmative vote of the holders of a majority of the shares of capital stock of
the Corporation present at a stockholders meeting in person or by proxy and
entitled to vote thereon.

ARTICLE VI - AMENDMENTS
-----------------------

Section 1. By the Board of Directors. In furtherance and not in limitation
of the powers conferred by the Delaware General Corporation Law and the
Certificate of Incorporation, the Board of Directors is expressly authorized to
alter, amend or repeal any provision of these By-laws or make new by-laws.

Section 2. By the Stockholders. Except as otherwise provided in Section 3
of this Article VI, the stockholders of the Corporation shall have the power to
alter, amend or repeal any provision of these By-laws or make new by-laws by
affirmative vote of the holders of a majority of the shares of capital stock of
the Corporation issued and outstanding and entitled to vote, voting together as
a single class; provided, however, that the power of the stockholders to, alter,
amend or repeal any provision of these By-laws or make any new by-laws is
further subject to any affirmative vote of the holders of any particular class
or series of capital stock of the Corporation as may be required by the Delaware
General Corporation Law, the Certificate of Incorporation, or these By-laws.

Section 3. Certain Provisions. Notwithstanding any other provision of the
Delaware General Corporation Law, the Certificate of Incorporation, or these
By-laws (including Section 2 of this Article VI), the affirmative vote of the
holders of at least sixty-six and two-thirds percent (66 2/3%) of the shares of
capital stock of the Corporation issued and outstanding and entitled to vote
shall be required to alter, amend or repeal, or make any new by-laws
inconsistent with, Article II or this Article VI of these By-laws. This Section
3 is not intended to abrogate or otherwise affect the power of the Board of
Directors to amend Article II or Article VI pursuant to Section 1 of this
Article VI.

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