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EXHIBIT NO. 2

MOTIVEPOWER INDUSTRIES, INC.

BY-LAWS

MOTIVEPOWER INDUSTRIES, INC.

BY-LAWS

TABLE OF CONTENTS

STOCKHOLDER'S MEETINGS........................................................................................1

1. Time and Place of Meetings..............................................................1
2. Annual Meeting..........................................................................1
3. Special Meetings........................................................................1
4. Notice of Meetings......................................................................1
5. Inspectors..............................................................................1
6. Quorum..................................................................................2
7. Voting..................................................................................2
8. Order of Business.......................................................................2

DIRECTORS ........................................................................................4

9. Function................................................................................4
10. Number, Election, and Terms.............................................................4
11. Vacancies and Newly Created Directorship................................................4
12. Removal.................................................................................5
13. Nominations of Directors; Election......................................................5
14. Resignation.............................................................................6
15. Regular Meetings........................................................................6
16. Special Meetings........................................................................6
17. Quorum..................................................................................6
18. Participation in Meetings by Telephone Conference.......................................6
19. Committees..............................................................................6
20. Compensation............................................................................7
21. Rules...................................................................................7

NOTICES ........................................................................................8

22. Generally...............................................................................8
23. Waivers.................................................................................8

OFFICERS ........................................................................................8

24. Generally...............................................................................8
25. Compensation............................................................................8
26. Succession..............................................................................9
27. Authority and Duties................................................................... 9

STOCK ....................................................................................... 9

28. Certificates........................................................................... 9
29. Classes of Stock....................................................................... 9
30. Lost, Stolen, or Destroyed Certificates................................................ 9
31. Record Dates...........................................................................10

INDEMNIFICATION .......................................................................................10

32. Damages and Expenses...................................................................10
33. Insurance, Contracts, and Funding......................................................11

GENERAL .......................................................................................11

34. Fiscal Year............................................................................11
35. Seal...................................................................................11
36. Reliance upon Books, Reports, and Records..............................................11
37. Time Periods...........................................................................12
38. Amendments.............................................................................12
39. Certain Defined Terms..................................................................12

MOTIVEPOWER INDUSTRIES, INC.

BY-LAWS

STOCKHOLDERS' MEETINGS

1. Time and Place of Meetings. All meetings of the
shareholders for the election of Directors or for any other purpose will be held
at such time and place, within or without the Commonwealth of Pennsylvania, as
may be designated by the Board or, in the absence of a designation by the Board,
the Chairman, the President, or the Secretary, and stated in the notice of
meeting. The Board may postpone and reschedule any previously scheduled annual
or special meeting of the shareholders.

2. Annual Meeting. An annual meeting of the shareholders will
be held at such date and time as may be designated from time to time by the
Board, at which meeting the shareholders will elect by a plurality vote the
Directors to succeed those whose terms expire at such meeting and will transact
such other business as may properly be brought before the meeting in accordance
with By-Law 8.

3. Special Meetings. Special meetings of the shareholders may
be called only by (i) the Chairman and (ii) the Secretary within 10 calendar
days after receipt of the written request of a majority of the Whole Board. Any
such request by a majority of the Whole Board must be sent to the Chairman and
the Secretary and must state the purpose or purposes of the proposed meeting.
Special meetings of holders of the outstanding Preferred Stock, if any, may be
called in the manner and for the purposes provided in the applicable Preferred
Stock Designation.

4. Notice of Meetings. Written notice of every meeting of the
shareholders, stating the place, date, and hour of the meeting and, in the case
of a special meeting, the purpose or purposes for which the meeting is called,
will be given not less than 10 nor more than 60 calendar days before the date of
the meeting to each shareholder of record entitled to vote at such meeting,
except as otherwise provided herein or by law. 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 adjournment is
for more than 30 calendar days, or if after the adjournment a new record date is
fixed for the adjourned meeting, written notice of the place, date, and time of
the adjourned meeting must be given in conformity herewith. At any adjourned
meeting, any business may be transacted which properly could have been
transacted at the original meeting.

5. Inspectors. The Board may appoint one or more inspectors of
election to act as judges of the voting and to determine those entitled to vote
at any meeting of the shareholders, or any adjournment thereof, in advance of
such meeting. The Board 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 shareholders, the
presiding officer of the meeting may appoint one or more substitute inspectors.

6. Quorum. Except as otherwise provided by law or in a
Preferred Stock Designation, the holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, will constitute a quorum at all meetings of the shareholders for the
transaction of business thereat. If, however, such quorum is not present or
represented at any meeting of the shareholders, the shareholders entitled to
vote thereat, present in person or represented by proxy, will have the power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum is present or represented.

7. Voting. Except as otherwise provided by law, by the
Certificate of Incorporation, or in a Preferred Stock Designation, each
shareholder will be entitled at every meeting of the shareholders to one vote
for each share of stock having voting power standing in the name of such
shareholder on the books of the Company on the record date for the meeting and
such votes may be cast either in person or by written proxy. Every proxy must be
duly executed and filed with the Secretary. A shareholder may revoke any proxy
that is not irrevocable by attending the meeting and voting in person or by
filing an instrument in writing revoking the proxy or another duly executed
proxy bearing a later date with the Secretary. The vote upon any question
brought before a meeting of the shareholders may be by voice vote, unless
otherwise required by the Certificate of Incorporation or these By-Laws or
unless the Chairman or the holders of a majority of the outstanding shares of
all classes of stock entitled to vote thereon present in person or by proxy at
such meeting otherwise determine. Every vote taken by written ballot will be
counted by the inspectors of election. When a quorum is present at any meeting,
the affirmative vote of the holders of a majority of the stock present in person
or represented by proxy at the meeting and entitled to vote on the subject
matter and which has actually been voted will be the act of the shareholders,
except in the election of Directors or as otherwise provided in these By-Laws,
the Articles of Incorporation, a Preferred Stock Designation, or by law.

8. Order of Business. (a) The Chairman, or such other officer
of the Company designated by a majority of the Whole Board, will call meetings
of the shareholders to order and will act as presiding officer thereof. Unless
otherwise determined by the Board prior to the meeting, the presiding officer of
the meeting of the shareholders will also determine the order of business and
have the authority in his or her sole discretion to regulate the conduct of any
such meeting, including without limitation by imposing restrictions on the
persons (other than shareholders of the Company or their duly appointed proxies)
who may attend any such shareholders' meeting, by ascertaining whether any
shareholder or his proxy may be excluded from any meeting of the shareholders
based upon any determination by the presiding officer, in his sole discretion,
that any such person has unduly disrupted or is likely to disrupt the
proceedings thereat, and by determining the circumstances in which any person
may make a statement or ask questions at any meeting of the shareholders.

(b) At any annual meeting of the shareholders, only such
business will be conducted or considered as is properly brought before the
meeting. To be properly brought before an annual meeting, business must be (i)
specified in the notice of meeting (or any supplement thereto) given by or at
the direction of the Board in accordance with By-Law 4, (ii) otherwise properly
brought before the meeting by the presiding officer or by or at the direction of
a majority of the Whole Board, or (iii) otherwise properly requested to be
brought before the meeting by a shareholder of the Company in accordance with
By-Law 8(c).

(c) For business to be properly requested by a shareholder to
be brought before an annual meeting, the shareholder must (i) be a shareholder
of the Company of record at the time of the giving of the notice for such annual
meeting provided for in these By-Laws, (ii) be entitled to vote at such meeting,
and (iii) have given timely notice thereof in writing to the Secretary. To be
timely, a shareholder's notice must be delivered to or mailed and received at
the principal executive offices of the Company not less than 60 calendar days
prior to the annual meeting; provided, however, that in the event public
announcement of the date of the annual meeting is not made at least 75 calendar
days prior to the date of the annual meeting, notice by the shareholder to be
timely must be so received not later than the close of business on the 10th
calendar day following the day on which public announcement is first made of the
date of the annual meeting. A shareholder's notice to the Secretary must set
forth as to each matter the shareholder proposes to bring before the annual
meeting (A) a description in reasonable detail of the business desired to be
brought before the annual meeting and the reasons for conducting such business
at the annual meeting, (B) the name and address, as they appear on the Company's
books, of the shareholder proposing such business and the beneficial owner, if
any, on whose behalf the proposal is made, (C) the class and number of shares of
the Company that are owned beneficially and of record by the shareholder
proposing such business and by the beneficial owner, if any, on whose behalf the
proposal is made, and (D) any material interest of such shareholder proposing
such business and the beneficial owner, if any, on whose behalf the proposal is
made in such business. A shareholder must also comply with all applicable
requirements of the Securities Exchange Act of 1934, as amended, and the rules
and regulations thereunder with respect to the matters set forth in this By-Law
B(c). For purposes of this By-Law 8(c) and By-Law 13, "public announcement"
means disclosure in a press release reported by the Dow Jones News Service,
Associated Press, or comparable national news service or in a document publicly
filed by the Company with the Securities and Exchange Commission pursuant to
Sections 13, 14, or 15(d) of the Securities Exchange Act of 1934, as amended, or
furnished to shareholders. Nothing in this By-Law 8(c) will be deemed to affect
any rights of shareholders to request inclusion of proposals in the Company's
proxy statement pursuant to Rule 14a-8 under the Securities Exchange Act of
1934, an amended.

(d) At a special meeting of shareholders, only such business
may be conducted or considered as is properly brought before the meeting. To be
properly brought before a special meeting, business must be (i) specified in the
notice of the meeting (or any supplement thereto) given by or at the direction
of the Chairman or a majority of the Whole Board in accordance with

By-Law 4 or (ii) otherwise properly brought before the meeting by the presiding
officer or by or at the direction of a majority of the Whole Board.

(e) The determination of whether any business sought to be
brought before any annual or special meeting of the shareholders is properly
brought before such meeting in accordance with this By-Law 8 will be made by the
presiding officer of such meeting. If the presiding officer determines that any
business is not properly brought before such meeting, he or she will so declare
to the meeting and any such business will not be conducted or considered.

DIRECTORS

9. Function. The business and affairs of the Company will be
managed under the direction of its Board.

10. Number, Election, and Terms. (a) Subject to the rights, if
any, of any series of Preferred Stock to elect additional Directors under
circumstances specified in a Preferred Stock Designation and to the minimum and
maximum number of authorized Directors provided in the Articles of
Incorporation, the authorized number of Directors may be determined from time to
time only by a vote of a majority of the Whole Board. The Directors, other than
those who may be elected by the holders of any series of the Preferred Stock,
will be classified with respect to the time for which they severally hold office
in accordance with the Articles of Incorporation.

(b) Notwithstanding anything contained in the Articles of
Incorporation or these By-Laws to the contrary, the term of any Director who is
also an officer of the Company will terminate automatically, without any further
action on the part of the Board or such Director, upon the termination for any
reason of such Director in his or her capacity as an officer of the Company.
Notwithstanding anything contained in the Articles of Incorporation or these
By-Laws to the contrary, the affirmative vote of at least 66-23% of the
Directors then in office will be required to amend, repeal, or adopt any
provision inconsistent with this By-Law 10(b).

11. Vacancies and Newly Created Directorships. Subject to the
rights, if any, of the holders of any series of Preferred Stock to elect
additional Directors under circumstances specified in a Preferred Stock
Designation, newly created directorships resulting from any increase in the
number of Directors and any vacancies on the Board resulting from death,
resignation, disqualification, removal, or other cause will be filled solely by
the affirmative vote of a majority of the remaining Directors then in office,
even though less than a quorum of the Board, or by a sole remaining Director;
provided, however, that at the sole option of the Board, effected by a
resolution of the Board of Directors, one or more such vacancies or newly
created directorships may be filled by the shareholders at a meeting of the
shareholders called by the Board of Directors. Any Director elected in
accordance with the preceding sentence will hold office for the remainder of the
full term of the class of Directors in which the new directorship was created or
the vacancy occurred and until such Director's successor is elected and
qualified. No decrease in the number of Directors constituting the Board will
shorten the term of an incumbent Director.

12. Removal. Subject to the rights, if any, of the holders of
any series of Preferred Stock to elect additional Directors under circumstances
specified in a Preferred Stock Designation, any Director may be removed from
office by the shareholders only for cause and only in the manner provided in the
Articles of Incorporation and, if applicable, any amendment to this By-Law 12.

13. Nominations of Directors: Election. (a) Subject to the
rights, if any, of the holders of any series of Preferred Stock to elect
additional Directors under circumstances specified in a Preferred Stock
Designation, only persons who are nominated in accordance with the following
procedures will be eligible for election at a meeting of shareholders as
Directors of the Company.

(b) Nominations of persons for election as Directors of the
Company may be made only at an annual meeting of shareholders (i) by or at the
direction of the Board or (ii) by any shareholder who is a shareholder of record
at the time of giving of notice provided for in this By-Law 13, who is entitled
to vote for the election of Directors at such meeting, and who complies with the
procedures set forth in this By-Law 13. All nominations by shareholders must be
made pursuant to timely notice in proper written form to the Secretary.

(c) To be timely, a shareholder's notice must be delivered to
or mailed and received at the principal executive offices of the Company not
less than 60 calendar days prior to the annual meeting of shareholders;
provided, however, that in the event that public announcement of the date of the
annual meeting is not made at least 75 calendar days prior to the date of the
annual meeting, notice by the shareholder to be timely must be so received no
later than the close of business on the 10th calendar day following the day an
which public announcement is first made of the date of the annual meeting. To be
in proper written form, such shareholder's notice must set forth or include (i)
the name and address, as they appear on the Company's books, of the shareholder
giving the notice and of the beneficial owner, if any, on whose behalf the
nomination is made; (ii) a representation that the shareholder giving the notice
is a holder of record of stock of the Company entitled to vote at such annual
meeting and intends to appear in person or by proxy at the annual meeting to
nominate the person or persons specified in the notice; (iii) the class and
number of shares of stock of the Company owned beneficially and of record by the
shareholder giving the notice and by the beneficial owner, if any on whose
behalf the nomination is made; (iv) a description of all arrangements or
understandings between or among any of (A) the shareholder giving the notice,
(B) the beneficial owner on whose behalf the notice is given, (C) each nominee,
and (D) any other person or persons (naming such person or persons) pursuant to
which the nomination or nominations are to be made by the shareholder giving the
notice; (v) such other information regarding each nominee proposed by the
shareholder giving the notice as would be required to be included in a proxy
statement filed pursuant to the proxy rules of the Securities and Exchange
Commission had the nominee been nominated, or intended to be nominated, by the
Board; and (vi) the signed consent of each nominee to serve as a Director of the
Company if so elected. At the request of the Board, any person nominated by the
Board for election as a Director must furnish to the Secretary that information
required to be set forth in a

shareholder's notice of nomination which pertains to the nominee. The presiding
officer of any annual meeting will, if the facts warrant, determine that a
nomination was not made in accordance with the procedures prescribed by this
By-Law 13, and if he or she should so determine, he or she will so declare to
the meeting and the defective nomination will be disregarded. A shareholder must
also comply with all applicable requirements of the Securities Exchange Act of
1934, as amended, and the rules and regulations thereunder with respect to the
matters set forth in this ByLaw 13.

14. Resignation. Any Director may resign at any time by giving
written notice of his resignation to the Chairman or the Secretary. Any
resignation will be effective upon actual receipt by any such person or, if
later, as of the date and time specified in such written notice.

15. Regular Meetings. Regular meetings of the Board may be
held immediately after the annual meeting of the shareholders and at such other
time and place either within or without the Commonwealth of Pennsylvania as may
from time to time be determined by the Board. Notice of regular meetings of the
Board need not be given.

16. Special Meetings. Special meetings of the Board may be
called by the Chairman or the President on one day's notice to each Director by
whom such notice is not waived, given either personally or by mail, telephone,
telegram, telex, facsimile, or similar medium of communication, and will be
called by the Chairman or the President in like manner and on like notice on the
written request of three or more Directors. Special meetings of the Board may be
held at such time and place either within or without the Commonwealth of
Pennsylvania as is determined by the Board or specified in the notice of any
such meeting.

17. Quorum. At all meetings of the Board, a majority of the
total number of Directors then in office will constitute a quorum for the
transaction of business. Except for the designation of committees as hereinafter
provided and except for actions required by these ByLaws or the Articles of
Incorporation to be taken by a majority of the Whole Board, the act of a
majority of the Directors present at any meeting at which there is a quorum will
be the act of the Board. If a quorum is not present at any meeting of the Board,
the Directors present thereat may adjourn the meeting from time to time to
another place, time, or date, without notice other than announcement at the
meeting, until a quorum is present.

18. Participation in Meetings by Telephone Conference. Members
of the Board or any committee designated by the Board may participate in a
meeting of the Board or any such committee, as the case may be, by means of
telephone conference or similar means by which all persons participating in the
meeting can hear each other, and such participation in a meeting will constitute
presence in person at the meeting.

19. Committees. (a) The Board, by resolution passed by a
majority of the Whole Board, will designate an executive and finance committee
("Executive and Finance Committee") of not less than three members of the Board,
one of whom will be the Chairman.

The Executive and Finance Committee will have and may exercise the powers of the
Board, except the power to amend these By-Laws or the Articles of Incorporation
(except, to the extent authorized by a resolution of the Whole Board, to fix the
designation, preferences, and other terms of any series of Preferred Stock),
adopt an agreement of merger or consolidation, authorize the issuance of stock,
declare a dividend, or recommend to the shareholders the sale, lease, or
exchange of all or substantially all of the Company's property and assets, a
dissolution of the Company, or a revocation of a dissolution, and except an
otherwise provided by law.

(b) The Board, by resolution passed by a majority of the Whole
Board, may designate one or more additional committees, each such committee to
consist of one or more Directors and each to have such lawfully delegable powers
and duties as the Board may confer.

(c) The Executive and Finance Committee and each other
committee of the Board will serve at the pleasure of the Board or as may be
specified in any resolution from time to time adopted by the Board. The Board
may designate one or more Directors as alternate members of any such committee,
who may replace any absent or disqualified member at any meeting of such
committee. In lieu of such action by the Board, in the absence or
disqualification of any member of a committee of the Board, the members thereof
present at any such meeting of such committee and not disqualified from voting,
whether or not they constitute a quorum, may unanimously appoint another member
of the Board to act at the meeting in the place of any such absent or
disqualified member.

(d) Except as otherwise provided in these By-Laws or by law,
any committee of the Board, to the extent provided in By-Law 19(a) or, if
applicable, in the resolution of the Board, will have and may exercise all the
powers and authority of the Board in the direction of the management of the
business and affairs of the Company. Any such committee designated by the Board
will have such name as may be determined from time to time by resolution adopted
by the Board. Unless otherwise prescribed by the Board, a majority of the
members of any committee of the Board will constitute a quorum for the
transaction of business, and the act of a majority of the members present at a
meeting at which there is a quorum will be the act of such committee. Each
committee of the Board may prescribe its own rules for calling and holding
meetings and its method of procedure, subject to any rules prescribed by the
Board, and will keep a written record of all actions taken by it.

20. Compensation. The Board may establish the compensation
for, and reimbursement of the expenses of, Directors for membership on the Board
and on committees of the Board, attendance at meetings of the Board or
committees of the Board, and for other services by Directors to the Company or
any of its majority-owned subsidiaries.

21. Rules. The Board may adopt rules and regulations for the
conduct of meetings and the oversight of the management of the affairs of the
Company.

NOTICES

22. Generally. Except as otherwise provided by law, these
By-Laws, or the Articles of Incorporation, whenever by law or under the
provisions of the Articles of Incorporation or these By-Laws notice in required
to be given to any Director or shareholder, it will not be construed to require
personal notice, but such notice may be given in writing, by mail, addressed to
such Director or shareholder, at the address of such Director or shareholder as
it appears on the records of the Company, with postage thereon prepaid, and such
notice will be deemed to be given at the time when the same is deposited in the
United States mail. Notice to Directors may also be given by telephone,
telegram, telex, facsimile, or similar medium of communication or as otherwise
nay be permitted by these By-Laws.

23. Waivers. Whenever any notice is required to be given by
law or under the provisions of the Articles of Incorporation or these By-Laws, a
waiver thereof in writing, signed by the person or persons entitled to such
notice, whether before or after the time of the event for which notice is to be
given, will be deemed equivalent to such notice. Attendance of a person at a
meeting will constitute a waiver of notice of such meeting, except when the
person attends a meeting for the express purpose of objecting, at the beginning
of the meeting, to the transaction, of any business because the meeting is not
lawfully called or convened.

OFFICERS

24. Generally. The officers of the Company will be elected by
the Board and will consist of a Chairman, a Chief Executive Officer, a President
(who may also be the Chief Executive Officer), a Secretary, and a Treasurer. The
Board of Directors may also choose any or all of the following: one or more Vice
Chairmen (which Vice Chairman for all purposes shall possess all the rights and
powers of the Chairman), one or more Assistants to the Chairman, one or more
Vice Presidents (who may be given particular designations with respect to
authority, function, or seniority), and such other officers as the Board may
from time to time determine. Notwithstanding the foregoing, by specific action
the Board may authorize the Chairman, or the President to appoint any person to
any office other than Chairman, President, Secretary, or Treasurer. Any number
of offices may be held by the same person. Any of the offices may be left vacant
from time to time as the Board may determine. In the case of the absence or
disability of any officer of the Company or for any other reason deemed
sufficient by a majority of the Board, the Board may delegate the absent or
disabled officer's powers or duties to any other officer or to any Director.

25. Compensation. The compensation of all officers and agents
of the Company who are also Directors of the Company will be fixed by the Board
or by a committee of the Board. The Board may fix, or delegate the power to fix,
the compensation of other officers and agents of the Company to an officer of
the Company.

26. Succession. The officers of the Company will hold office
until their successors are elected and qualified. Any officer may be removed at
any time by the affirmative vote of a majority of the Whole Board. Any vacancy
occurring in any office of the Company may be filled by the Board or by the
Chairman as provided in By-Law 24.

27. Authority and Duties. Each of the officers of the Company
will have such authority and will perform such duties as are customarily
incident to their respective offices or as may be specified from time to time by
the Board.

STOCK

28. Certificates. Certificates representing shares of stock of
the Company will be in such form as is determined by the Board, subject to
applicable legal requirements. Each such certificate will be numbered and its
issuance recorded in the books of the Company, and such certificate will exhibit
the holder's name and the number of shares and will be signed by, or in the name
of, the Company by the Chairman and the Secretary or an Assistant Secretary, or
the Treasurer or an Assistant Treasurer, and will also be signed by, or bear the
facsimile signature of, a duly authorized officer or agent of any properly
designated transfer agent of the Company. Any or all of the signatures and the
seal of the Company, if any, upon such certificates may be facsimiles, engraved,
or printed. Such certificates may be issued and delivered notwithstanding that
the person whose facsimile signature appears thereon may have ceased to be such
officer at the time the certificates are issued and delivered.

29. Classes of Stock. The designations, preferences, and
relative participating, optional, or other special rights of the various classes
of stock or series thereof, and the qualifications, limitations, or restrictions
thereof, will be set forth in full or summarized on the face or back of the
certificates which the Company issues to represent its stock or, in lieu
thereof, such certificates will set forth the office of the Company from which
the holders of certificates may obtain a copy of such information.

30. Lost, Stolen, or Destroyed Certificates. The Secretary may
direct a new certificate or certificates to be issued in place of any
certificate or certificates theretofore issued by the Company alleged to have
been lost, stolen, or destroyed, upon the making of an affidavit of that fact,
satisfactory to the Secretary, by the person claiming the certificate of stock
to be lost, stolen, or destroyed. As a condition precedent to the issuance of a
new certificate or certificates, the Secretary may require the owners of such
lost, stolen, or destroyed certificate or certificates to give the Company a
bond in such sum and with such surety or sureties as the Secretary may direct as
indemnity against any claims that may be made against the Company with respect
to the certificate alleged to have been lost, stolen, or destroyed or the
issuance of the new certificate.

31. Record Dates. (a) In order that the Company may determine
the shareholders entitled to notice of or to vote at any meeting of shareholders
or any adjournment thereof, the Board may fix a record date, which will not be
more than 60 nor less than 10 calendar days before the date of such meeting. If
no record date is fixed by the Board, the record date for determining
shareholders entitled to notice of or to vote at a meeting of shareholders will
be at the close of business on the calendar day next preceding the day on which
notice is given, or, if notice is waived, at the close of business on the
calendar day next preceding the day on which the meeting is held. A
determination of shareholders of record entitled to notice of or to vote at a
meeting of the shareholders will apply to any adjournment of the meeting;
provided, however, that the Board may fix a new record date for the adjourned
meeting.

(b) In order that the Company may determine the shareholders
entitled to receive payment of any dividend or other distribution or allotment
of any rights or the shareholders entitled to exercise any rights in respect of
any change, conversion, or exchange of stock, or for the purpose of any other
lawful action, the Board may fix a record date, which record date will not be
more than 60 calendar days prior to such action. If no record date is fixed, the
record date for determining shareholders for any such purpose will be at the
close of business on the calendar day on which the Board adopts the resolution
relating thereto.

(c) The Company will be entitled to treat the person in whose
name any share of its stock is registered as the owner thereof for all purposes,
and will not be bound to recognize any equitable or other claim to, or interest
in, such share on the part of any other person, whether or not the Company has
notice thereof, except as expressly provided by applicable law.

INDEMNIFICATION

32. Damages and Expenses. (a) Without limiting the generality
or effect of Article Ninth of the Articles of Incorporation, the Company will go
the fullest extent permitted by applicable law as then in effect indemnify any
person (an "Indemnitee") who is or was involved in any manner (including without
limitation as a party or a witness) or is threatened to be made so involved in
any threatened, pending, or completed investigation, claim, action, suit, or
proceeding, whether civil, criminal, administrative, or investigative (including
without limitation any action, suit, or proceeding by or in the right of the
Company to procure a judgment in its favor) (a "Proceeding") by reason of the
fact that such person is or was or had agreed to become a director, officer,
employee, or agent of the Company, or is or was serving at the request of the
Board or an officer of the Company as a director, officer, employee, or agent of
another corporation, partnership, joint venture, trust, or other enterprise,
whether for profit or not for profit, or anything done or not by such person in
any such capacity, against all expenses (including attorneys' fees), judgments,
fines, and amounts paid in settlement actually and reasonably incurred by such
person in connection with such proceeding. Such indemnification will be a
contract right and will include the right to receive payment in advance of any
expenses incurred by an Indemnitee in connection with such Proceeding upon
receipt of an undertaking by

or on behalf of such person to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the Company as
authorized by this By-Law 32 or otherwise.

(b) The right of indemnification provided in this By-Law 32
will not be exclusive of any other rights to which any person seeking
indemnification may otherwise be entitled and will be applicable to Proceedings
commenced or continuing after the adoption of this By-Law 32, whether arising
from acts or emissions occurring before or after such adoption.

(c) The indemnification and advancement of expenses provided
by, or granted pursuant to, this By-Law 32 shall, unless otherwise provided when
authorized or ratified, continue as to a person-who has ceased to be a director,
officer, employee, or agent and shall inure to the benefit of the heirs,
executors, and administrators of such person.

33. Insurance, Contracts, and Funding. The Company may
purchase and maintain insurance to protect itself and any Indemnitee against any
expenses, judgments, fines, and amounts paid in settlement or incurred by any
Indemnitee in connection with any Proceeding referred to in By-Law 32 or
otherwise, to the fullest extent permitted by applicable law as then in effect.
The Company may enter into contracts with any person entitled to indemnification
under By-Law 32 or otherwise, and may create a trust fund, grant a security
interest, or use other means (including without limitation a letter of credit)
to ensure the payment of such amounts as may be necessary to effect
indemnification as provided in By-Law 32.

GENERAL

34. Fiscal Year. The fiscal year of the Company will end
December 31st of each year or such other date as may be fixed from time to time
by the Board.

35. Seal. The Board may adopt a corporate seal and use the
same by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.

36. Reliance upon Books, Reports, and Records. Each Director,
each member of a committee designated by the Board, and each officer of the
Company will, in the performance of his or her duties, be fully protected in
relying in good faith upon the records of the Company and upon such information,
opinions, reports, or statements presented to the Company by any of the
Company's officers or employees, or committees of the Board, or by any other
person or entity as to matters the Director, committee member, or officer
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 Company.

37. Time Periods. In applying any provision of these By-Laws
that requires that an act be done or not be done a specified number of days
prior to an event or that an act be done during a period of a specified number
of days prior to an event, calendar days will be used unless otherwise
specified, the day of the doing of the act will be excluded, and the day of the
event will be included.

38. Amendments. Except as otherwise provided by law or by the
Articles of Incorporation or these By-Laws, these By-Laws or any of them may be
amended in any respect or repealed at any time, either (i) at any meeting of
shareholders, provided that any amendment or supplement proposed to be acted
upon at any such meeting has been described or referred to in the notice of such
meeting, or (ii) at any meeting of the Board, provided that no amendment adopted
by the Board may vary or conflict with any amendment adopted by the
shareholders.

39. Certain Defined Terms. Terms used herein with initial
capital-letters that are not otherwise defined are used herein as defined in the
Articles of Incorporation.