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EXHIBIT 3.2

BY-LAWS

VISION ENERGY, INC.

(A DELAWARE CORPORATION)

EFFECTIVE: NOVEMBER 9, 1999

ARTICLE I
OFFICES

Section 1. Registered Office......................................................................1
Section 2. Other Offices..........................................................................1

ARTICLE II
MEETINGS OF STOCKHOLDERS

Section 1. Time and Place of Meetings.............................................................1
Section 2. Annual Meetings........................................................................1
Section 3. Notice of Annual Meetings..............................................................1
Section 4. Special Meetings.......................................................................1
Section 5. Notice of Special Meetings.............................................................1
Section 6. Quorum.................................................................................1
Section 7. Order of Business......................................................................2
Section 8. New Business...........................................................................2
Section 9. Voting.................................................................................3
Section 10. List of Stockholders...................................................................3
Section 11. Inspectors of Votes....................................................................3
Section 12. Actions Without a Meeting..............................................................4

ARTICLE III
BOARD OF DIRECTORS

Section 1. Powers.................................................................................4
Section 2. Number, Tenure, and Qualification......................................................4
Section 3. Classification.........................................................................4
Section 4. Nominations............................................................................5
Section 5. Removal................................................................................6
Section 6. Resignations...........................................................................6
Section 7. Vacancies..............................................................................6
Section 8. Chairman of the Board..................................................................6
Section 9. Time and Place of Meetings.............................................................7
Section 10. Annual Meetings........................................................................7
Section 11. Regular Meetings--Notice...............................................................7
Section 12. Special Meetings--Notice...............................................................7
Section 13. Quorum and Manner of Acting............................................................7
Section 14. Remuneration...........................................................................7
Section 15. Executive Committee; How Constituted and Powers........................................8
Section 16. Organization...........................................................................8
Section 17. Meetings...............................................................................8
Section 18. Other Committees.......................................................................8
Section 19. Minutes of Committees..................................................................9
Section 20. Alternate Members of Committees........................................................9
Section 21. Actions Without a Meeting..............................................................9
Section 22. Presence at Meetings by Means of Communications Equipment..............................9

ARTICLE IV
NOTICES

Section 1. Type of Notice.........................................................................9
Section 2. Waiver of Notice.......................................................................9
Section 3. Authorized Notices....................................................................10

ARTICLE V
OFFICERS

Section 1. Description...........................................................................10
Section 2. Election..............................................................................10
Section 3. Salaries..............................................................................10
Section 4. Term..................................................................................10
Section 5. Chief Executive Officer...............................................................10
Section 6. President.............................................................................11
Section 7. Chief Operating Officer...............................................................11
Section 8. Vice Presidents.......................................................................11
Section 9. Chief Financial Officer...............................................................11
Section 10. Secretary and Assistant Secretaries...................................................11
Section 11. Treasurer and Assistant Treasurers....................................................12
Section 12. Controller and Assistant Controllers..................................................12

ARTICLE VI
CERTIFICATES REPRESENTING STOCK

Section 1. Right to Certificate..................................................................13
Section 2. Facsimile Signatures..................................................................13
Section 3. New Certificates......................................................................13
Section 4. Transfers.............................................................................13
Section 5. Record Date...........................................................................13
Section 6. Registered Stockholders...............................................................14

ARTICLE VII
GENERAL PROVISIONS

Section 1. Dividends.............................................................................14
Section 2. Reserves..............................................................................14
Section 3. Checks................................................................................14
Section 4. Fiscal Year...........................................................................14
Section 5. Corporate Seal........................................................................14
Section 6. Certificate of Incorporation..........................................................14

ARTICLE VIII
AMENDMENTS

Section 1. Amendments to By-Laws.................................................................14

ARTICLE I

OFFICES

Section 1. Registered Office. The registered office of Vision Energy,
Inc. (the "Corporation") required by the General Corporation Law of the State of
Delaware to be maintained in the State of Delaware, shall be the registered
office named in the Certificate of Incorporation of the Corporation, or such
other office as may be designated from time to time by the Board of Directors in
the manner provided by law.

Section 2. Other Offices. The Corporation may also have offices at such
other place or places, both within and without the State of Delaware, as the
Board of Directors may from time to time determine or the business of the
Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. Time and Place of Meetings. All meetings of the stockholders
shall be held at such time and place, either within or without the State of
Delaware, as the Board of Directors shall designate and as shall be stated in
the notice of the meeting.

Section 2. Annual Meetings. Annual meetings of the stockholders shall
be held on such date and at such time as shall be designated from time to time
by the Board of Directors of the Corporation and stated in the notice of the
meeting. At the annual meeting, the stockholders shall elect a Board of
Directors and transact such other business as may properly be brought before the
meeting.

Section 3. Notice of Annual Meetings. Written notice of the annual
meeting, stating the place, date and hour of the meeting, shall be given to each
stockholder of record entitled to vote at such meeting not less than 10 nor more
than 60 days before the date of the meeting.

Section 4. Special Meetings. Special meetings of the stockholders for
any purpose or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may be called at any time by the Chief Executive
Officer, or by order of the Board of Directors, and shall be called by the
Chairman of the Board, the Chief Executive Officer, or the Secretary at the
request in writing of a majority of the Board of Directors. Such request shall
state the purpose or purposes of the proposed special meeting. Business
transacted at any special meeting of stockholders shall be limited to the
purposes stated in the notice.

Section 5. Notice of Special Meetings. Written notice of a special
meeting, stating the place, date and hour of the meeting and the purpose or
purposes for which the meeting is called, shall be given to each stockholder of
record entitled to vote at such meeting not less than 10 nor more than 60 days
before the date of the meeting.

Section 6. Quorum. The holders of stock having a majority of the voting
power of the stock entitled to be voted thereat, present in person or
represented by proxy, shall constitute a quorum for the

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transaction of business at all meetings of the stockholders. If, however, such
quorum shall not be present or represented at any meeting of the stockholders,
the stockholders entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting from time to time without notice
(other than announcement at the meeting at which the adjournment is taken of the
time and place of the adjourned meeting) until a quorum shall be present or
represented. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted that might have been transacted at
the meeting as originally notified. If the adjournment is for more than 30 days,
or if after the adjournment a new record date is fixed for the adjourned
meeting, notice of the adjourned meeting shall be given to each stockholder of
record entitled to vote at the meeting.

Section 7. Order of Business. The order of business at annual meetings
of stockholders and, so far as practicable, at other meetings of stockholders
shall be determined by the Chief Executive Officer.

Section 8. New Business.

(a) At an annual meeting of stockholders, only such new business
shall be conducted, and only such proposals shall be acted upon, as shall have
been properly brought before the annual meeting. For any new business proposed
by the Board of Directors to be properly brought before the annual meeting, such
new business shall be approved by the Board of Directors and shall be stated in
writing and filed with the Secretary of the Corporation at least five days
before the date of the annual meeting, and all business so approved, stated and
filed shall be considered at the annual meeting. Any stockholder may make any
other proposal at the annual meeting, but unless properly brought before the
annual meeting such proposal shall not be acted upon at the annual meeting. For
a proposal to be properly brought before an annual meeting by a stockholder, the
stockholder must have given proper and timely notice thereof in writing to the
Secretary of the Corporation as specified herein. To be timely, a stockholder's
notice must be delivered to or mailed and received at the principal executive
offices of the Corporation not later than the date that corresponds to 120 days
prior to the date the Corporation's proxy statement was released to stockholders
in connection with the previous year's annual meeting of stockholders, or, with
respect to a proposal at the first annual meeting after the Corporation's
incorporation, not later than the 30th day of each December of the year prior to
the year in which such first annual meeting is to be held. A stockholder's
notice to the Secretary shall set forth as to each matter the stockholder
proposes to bring before the annual meeting (i) a description of the proposal
desired to be brought before the annual meeting and the reasons for conducting
such business at the annual meeting, (ii) the name and address, as they appear
on the Corporation's books, of the stockholder proposing such business and any
other stockholders known by such stockholder to be supporting such proposal,
(iii) the class and number of shares of the stock that are held of record,
beneficially owned, and represented by proxy on the date of such stockholder
notice and on the record date of the meeting (if such date shall have been made
publicly available) by the stockholder and by any other stockholders known by
such stockholder to be supporting such proposal on such dates, (iv) any
financial interest of the stockholder in such proposal, and (v) all other
information that would be required to be filed with the Securities and Exchange
Commission if, with respect to any such item of business, such stockholder or
stockholders were a participant in a solicitation subject to Section 14 of the
Securities Exchange Act of 1934, as amended.

(b) The Board of Directors may reject any stockholder proposal not
made strictly in accordance with the terms of this Section 8. Alternatively, if
the Board of Directors fails to consider the validity of any stockholder
proposal, the presiding officer of the annual meeting shall, if the facts
warrant, determine and declare at the annual meeting that the stockholder
proposal was not made in strict accordance with the terms of this Section 8 and,
if he should so determine, he shall so declare at the annual meeting and

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any such business or proposal not properly brought before the annual meeting
shall not be acted upon at the annual meeting. This provision shall not prevent
the consideration and approval or disapproval at the annual meeting of reports
of officers, directors, and committees of the Board of Directors, but, in
connection with such reports, no new business shall be acted upon at such annual
meeting unless stated, filed, and received as herein provided.

Section 9. Voting. Except as otherwise provided in the Certificate of
Incorporation, each stockholder shall, on each matter submitted to a vote at
each meeting of the stockholders, be entitled to one vote in person or by proxy
for each share of stock of the Corporation held by him and registered in his
name on the books of the Corporation on the date fixed pursuant to the
provisions of Section 5 of Article VI of these By-Laws as the record date for
the determination of stockholders who shall be entitled to notice of and to vote
at such meeting. Shares of its own stock belonging to the Corporation or to
another corporation, if a majority of the shares entitled to vote in the
election of directors of such other corporation is held directly or indirectly
by the Corporation, shall not be entitled to vote. Any vote by stock of the
Corporation may be given at any meeting of stockholders by the stockholder
entitled thereto, in person or by his proxy appointed by an instrument in
writing subscribed by such stockholder or by his attorney thereunto duly
authorized and delivered to the Secretary of the Corporation or to the secretary
of the meeting; provided, however, that no proxy shall be voted or acted upon
after three years from its date, unless said proxy shall provide for a longer
period. Each proxy shall be revocable unless expressly provided therein to be
irrevocable and unless otherwise made irrevocable by law. At all meetings of the
stockholders, all matters, except where other provision is made by law, the
Certificate of Incorporation, or these By-Laws, shall be decided by the vote of
a majority of the votes cast by the stockholders present in person or by proxy
and entitled to vote thereat, a quorum being present. Unless demanded by a
stockholder of the Corporation present in person or by proxy at any meeting of
the stockholders and entitled to vote thereat, or so directed by the presiding
officer of the meeting, the vote thereat on any question other than the election
or removal of directors need not be by written ballot. Upon a demand of any such
stockholder for a vote by written ballot on any question or at the direction of
such presiding officer that a vote by written ballot be taken on any question,
such vote shall be taken by written ballot. On a vote by written ballot, each
ballot shall be signed by the stockholder voting, or by his proxy, if there be
such proxy, and shall state the number of shares voted.

Section 10. List of Stockholders. It shall be the duty of the Secretary
or other officer of the Corporation who shall have charge of its stock ledger,
either directly or through another officer of the Corporation designated by him
or through a transfer agent appointed by the Board of Directors, to prepare and
make, at least ten days before every meeting of the stockholders, a complete
list of the stockholders entitled to vote thereat, 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 ten days before said meeting,
either at a place within the city where said meeting is to be held, which place
shall be specified in the notice of said meeting, or, if not so specified, at
the place where said meeting is to be held. The list shall also be produced and
kept at the time and place of said meeting during the whole time thereof, and
may be inspected by any stockholder of record who shall be present thereat. The
stock ledger shall be the only evidence as to who are the stockholders entitled
to examine the stock ledger, such list or the books of the Corporation, or to
vote in person or by proxy at any meeting of stockholders.

Section 11. Inspectors of Votes. The presiding officer of the meeting
may appoint two inspectors of votes to act at each meeting of the stockholders,
unless the Board of Directors shall have theretofore made such appointments.
Each inspector of votes shall first subscribe an oath or affirmation faithfully
to execute

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the duties of an inspector of votes at the meeting with strict impartiality and
according to the best of his ability. Such inspectors of votes, if any, shall
take charge of the ballots, if any, at the meeting, and after the balloting on
any question, shall count the ballots cast and shall make a report in writing to
the secretary of the meeting of the results of the balloting. An inspector of
votes need not be a stockholder of the Corporation, and any officer of the
Corporation may be an inspector of votes on any question other than a vote for
or against his election to any position with the Corporation or on any other
question in which he may be directly interested.

Section 12. Actions Without a Meeting. All actions of the stockholders
of the Corporation must be taken at an annual or special meeting of stockholders
duly called by or under the authority of the Chief Executive Officer or the
Board of Directors of the Corporation and may not be taken by a consent or
consents in writing; provided, however, that, unless otherwise limited by the
Delaware General Corporation Law or the Certificate of Incorporation, if at any
time the Corporation has ten or less stockholders, any action required to be
taken at any annual or special meeting of stockholders of the Corporation, or
any action which may be taken at any annual or special meeting of stockholders,
may be taken without a meeting, without prior notice, and without a vote if a
consent 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 thereat were present and voted. Prompt notice of the
taking of any corporate action without a meeting by less than unanimous written
consent shall be given to those stockholders who have not consented in writing.

ARTICLE III

BOARD OF DIRECTORS

Section 1. Powers. The business and affairs of the Corporation shall be
managed by its Board of Directors, which shall have and may exercise all powers
of the Corporation and take all lawful acts as are not by statute, the
Certificate of Incorporation, or these By-Laws directed or required to be
exercised or taken by the stockholders.

Section 2. Number, Tenure, and Qualification. The number of directors
shall be fixed from time to time exclusively pursuant to a resolution adopted by
the affirmative vote of two-thirds or more of the whole Board of Directors;
provided that upon the removal or resignation of any director or directors such
that the number of remaining directors is less than five, a majority of the
directors then remaining in office, though less than a quorum, or a sole
remaining director may decrease the number of directors constituting the whole
Board of Directors. The number of directors which shall constitute the whole
Board of Directors shall not be less than one. Directors need not be
stockholders. The directors shall be elected at the annual meeting of the
stockholders, except as provided in Section 7 of this Article III, and each
director elected shall hold office until his successor is duly elected and
qualified, or until his death or retirement or until he resigns or is removed in
the manner hereinafter provided. Directors shall be elected by a plurality of
the votes of the shares present in person or represented by proxy and entitled
to vote on the election of directors at any annual or special meeting of
stockholders. Such election shall be by written ballot. This Section 2 may only
be amended by the affirmative vote of two-thirds or more of the whole Board of
Directors or otherwise in accordance with the Certificate of Incorporation.

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Section 3. Classification. The directors, other than those who may be
elected by the holders of any class or series of stock having a preference over
Common Stock as to dividends or upon liquidation, shall be divided, with respect
to the time during which they shall hold office, into three classes, Class I,
Class II and Class III. The number of directors in each class shall be as nearly
equal in number as possible. Each initial director in Class I shall be elected
to a term expiring at the first annual stockholders meeting following his
election, each initial director in Class II shall be elected to a term expiring
at the second annual stockholders meeting following his election, and each
director in Class III shall be elected to an initial term expiring at the third
annual stockholders meeting following his election. After the initial terms of
the initial directors of a class of directors, each director of such class shall
be elected for a term expiring on the third annual stockholders meeting
following the annual stockholders meeting at which such director is elected and
until their successors are duly elected and qualified. Any director elected to
fill a vacancy or newly created directorship shall serve until the next election
of the class for which such director has been elected. In the event of a
resignation or other decrease in the number of directors, the Board of Directors
may reassign the remaining directors to classes so that all classes of directors
shall be as nearly equal in number as possible.

Section 4. Nominations.

(a) If a person is to be elected to the Board of Directors because
of a vacancy existing on the Board, nomination shall be made only by the Board
of Directors or by a nominating committee of the Board of Directors (the Board
of Directors as a whole or such committee of the Board being referred to herein
as the "nominating committee") pursuant to the affirmative vote of the majority
of the entire membership of the nominating committee. The nominating committee
shall also make nominations for the directors to be elected by the stockholders
of the Corporation at an annual meeting of the stockholders as provided in this
section.

(b) Only persons nominated in accordance with the procedures set
forth in this Section 4 shall be eligible for election as directors at an annual
meeting. The nominating committee shall select the nominees for election as
directors. Except in the case of a nominee substituted as a result of the death,
incapacity, disqualification, or other inability to serve as a nominee, the
nominating committee shall deliver written nominations to the Secretary at least
30 days prior to the date of the annual meeting. Nominees substituted as a
result of the death, incapacity, disqualification, or other inability to serve
as a nominee shall be delivered to the Secretary as promptly as practicable.
Provided the nominating committee selects the nominees, no nominees for
directors except those made by the nominating committee shall be voted upon at
the annual meeting unless other nominations by stockholders are made in
accordance with the provisions of this Section 4. Ballots bearing the names of
all the persons nominated for election as directors at an annual meeting in
accordance with the procedures set forth in this Section 4 by the nominating
committee and by stockholders shall be provided for use at the annual meeting.
However, except in the case of a nominee substituted as a result of the death,
incapacity, disqualification, or other inability to serve as a nominee, if the
nominating committee shall fail or refuse to nominate a slate of directors at
least 30 days prior to the date of the annual meeting, nominations for directors
may be made at the annual meeting by any stockholder entitled to vote and shall
be voted upon. No person shall be elected as a director of the Corporation
unless nominated in accordance with the terms set forth in this Section 4.

(c) Nominations of individuals for election to the Board of
Directors of the Corporation at a special or annual meeting of stockholders may
be made by any stockholder of the Corporation entitled to vote for the election
of directors at that meeting who complies with the procedures set forth in this
Section 4. To be timely with respect to elections to be held at a special
meeting of stockholders or at the first

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annual meeting of stockholders after incorporation of the Corporation, a
stockholder's notice shall be delivered to, or mailed and received at, the
principal executive offices of the Corporation not later than the close of
business on the 10th day following the earlier of (i) the day on which such
notice of the date of the special meeting or first annual meeting was mailed or
(ii) the day on which public disclosure of the date of such meeting was made. To
be timely with respect to elections to be held at annual meetings of
stockholders after the first annual meeting, a stockholder's notice shall be
delivered to, or mailed and received at, the principal executive offices of the
Corporation not less than 90 days prior nor more than 120 days prior to the date
the Corporation's proxy statement was released to stockholders in connection
with the previous year's annual meeting of stockholders. Such stockholder's
notice shall set forth (x) as to each person whom the stockholder proposes to
nominate for election or re-election as a director (A) the name, age, business
address and residence address of such person, (B) the principal occupation or
employment of such person, (C) the classes and number of shares of capital stock
of the Corporation that are owned of record and beneficially owned by such
person on the date of such stockholder notice and (D) any other information
relating to such person that is required to be disclosed in solicitations of
proxies with respect to nominees for election as directors pursuant to Section
14 under the Securities Exchange Act of 1934, as amended; and (y) as to the
stockholder giving the notice (A) the name and address, as they appear on the
Corporation's books, of such stockholder and any other stockholders known by
such stockholder to be supporting such nominees, and (B) the classes and number
of shares of capital stock of the Corporation that are owned of record and
beneficially owned by such stockholder on the date of such stockholder notice
and by any other stockholders known by such stockholder to be supporting such
nominees on the date of such stockholder notice.

(d) The Board of Directors may reject any nomination by a
stockholder not made in strict accordance with the terms of this Section 4.
Alternatively, if the Board of Directors fails to consider the validity of any
nominations by a stockholder, the presiding officer of the annual meeting shall,
if the facts warrant, determine and declare at the annual meeting that a
nomination was not made in strict accordance with the terms of this Section 4,
and, if he should so determine, he shall so declare at the annual meeting and
the defective nomination shall be disregarded.

Section 5. Removal. Any director may be removed, with cause, at any
time, by the affirmative vote by written ballot of 80% of the voting interest of
the stockholders of record of the Corporation entitled to vote, given at an
annual meeting or at a special meeting of the stockholders called for that
purpose. The vacancy in the Board of Directors caused by any such removal shall
be filled by the Board of Directors as provided in Section 7 of this Article
III.

Section 6. Resignations. Any director may resign at any time by giving
written notice of his resignation to the Corporation, effective at the time
specified therein or, if not specified, immediately upon its receipt by the
Corporation. Unless otherwise specified in the notice, acceptance of a
resignation shall not be necessary to make it effective.

Section 7. Vacancies. Vacancies and newly created directorships
resulting from any increase in the authorized number of directors may be filled
only by a majority of the directors then in office though less than a quorum or
by a sole remaining director. Directors so chosen shall hold office until their
successors are elected and qualified, unless sooner displaced by death,
resignation, or removal. If there are no directors in office, then an election
of directors may be held in the manner provided by statute.

Section 8. Chairman of the Board. The Board of Directors may elect a
Chairman of the Board, who shall be a director but need not otherwise be an
officer of the Corporation. Except as otherwise

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provided in these By-Laws, the Chairman of the Board, if any, shall preside,
when present, at all meetings of stockholders and at all meetings of the Board
of Directors and shall see that all orders and resolutions of the stockholders
and the Board of Directors are carried into effect. The Chairman of the Board
shall advise and counsel the President and other officers of the Corporation and
shall exercise such other powers and perform such other duties as designated in
these By-Laws and as from time to time may be assigned to him by the Board of
Directors.

MEETINGS OF THE BOARD OF DIRECTORS

Section 9. Time and Place of Meetings. The Board of Directors of the
Corporation may hold meetings, both regular and special, at such time and places
as it determines.

Section 10. Annual Meetings. Except as otherwise determined by the
Board of Directors, the first meeting of each newly elected Board shall be held
immediately following the annual meeting of stockholders at which the Board, or
any class thereof, is elected and at the same place as such meeting, and no
notice of such meeting to the newly elected directors shall be necessary in
order legally to constitute the meeting, provided a quorum shall be present. If
such meeting is not held immediately following the annual meeting of
stockholders, the meeting may be held at such time and place as shall be
specified in a notice given as hereinafter provided for special meetings of the
Board of Directors, or as shall be specified in a written waiver signed by all
of the directors.

Section 11. Regular Meetings--Notice. Regular meetings of the Board of
Directors may be held without notice.

Section 12. Special Meetings--Notice. Special meetings of the Board of
Directors may be called by the Chairman of the Board, Chief Executive Officer,
or two directors on 24 hours' notice to each director, either personally or by
telephone or by mail, telegraph, telex, cable, wireless, or other form of
recorded communication; special meetings shall be called by the Secretary in
like manner and on like notice on the written request of the Chairman of the
Board, Chief Executive Officer, or two directors. Notice of any such meeting
need not be given to any director, however, if waived by him in writing or by
telegraph, telex, cable, wireless, or other form of recorded communication, or
if he shall be present at the meeting.

Section 13. Quorum and Manner of Acting. At all meetings of the Board
of Directors, 50% of the directors at the time in office (but not less than
one-third of the total number of directors constituting the whole Board of
Directors pursuant to Section 2 of this Article III) shall constitute a quorum
for the transaction of business, and the act of a majority of the directors
present at any meeting at which a quorum is present shall be the act of the
Board of Directors, except as may be otherwise specifically provided by statute,
by the Certificate of Incorporation, or these By-Laws. If a quorum shall not be
present at any meeting of the Board of Directors, the directors present may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present.

Section 14. Remuneration. As expressly provided by resolution adopted
by the Board of Directors, the directors may, as such, receive remuneration for
their services; and the Board of Directors may at any time and from time to time
by resolution provide that a specified sum shall be paid to any director of the
Corporation, either as his annual remuneration as such director or member of any
committee of the Board of Directors or as remuneration for his attendance at
each meeting of the Board of Directors or any such

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committee. The Board of Directors may also likewise provide that the Corporation
shall reimburse each director for any expenses paid by him on account of his
attendance at any meeting. Nothing in this Section 14 shall be construed to
preclude any director from serving the Corporation in any other capacity and
receiving remuneration therefor.

COMMITTEES OF DIRECTORS

Section 15. Executive Committee; How Constituted and Powers. The Board
of Directors may in its discretion, by resolution passed by a majority of the
whole Board of Directors, designate an Executive Committee consisting of one or
more of the directors of the Corporation. Subject to the provisions of Section
141 of the General Corporation Law of the State of Delaware, the Certificate of
Incorporation, and these By-Laws, the Executive Committee shall have and may
exercise, when the Board of Directors is not in session, all the powers and
authority of the Board of Directors in the management of the business and
affairs of the Corporation, and shall have the power to authorize the seal of
the Corporation to be affixed to all papers which may require it; but the
Executive Committee shall not have the power or authority to (a) authorize the
issuance of capital stock or grant and authorize options or other rights with
respect to such issuance, (b) declare a dividend, or (c) fill vacancies in the
Board of Directors, the Executive Committee, or any other committee of directors
or to elect or approve officers of the Corporation. The Board of Directors shall
have the power at any time, by resolution passed by a majority of the whole
Board of Directors, to change the membership of the Executive Committee, to fill
all vacancies in it, or to dissolve it, either with or without cause.

Section 16. Organization. The Chairman of the Executive Committee, to
be selected by the Board of Directors, shall act as chairman at all meetings of
the Executive Committee and the Secretary shall act as Secretary thereof. In
case of the absence from any meeting of the Executive Committee of the Chairman
of the Executive Committee or the Secretary, the Executive Committee may appoint
a chairman or secretary, as the case may be, of the meeting.

Section 17. Meetings. Regular meetings of the Executive Committee, of
which no notice shall be necessary, may be held on such days and at such places,
within or without the State of Delaware, as shall be fixed by resolution adopted
by a majority of the Executive Committee and communicated in writing to all its
members. Special meetings of the Executive Committee shall be held whenever
called by the Chairman of the Executive Committee or a majority of the members
of the Executive Committee then in office. Notice of each special meeting of the
Executive Committee shall be given by mail, telegraph, telex, cable, wireless,
or other form of recorded communication or be delivered personally or by
telephone to each member of the Executive Committee not later than the day
before the day on which such meeting is to be held. Notice of any such meeting
need not be given to any member of the Executive Committee, however, if waived
by him in writing or by telegraph, telex, cable, wireless, or other form of
recorded communication, or if he shall be present at such meeting; and any
meeting of the Executive Committee shall be a legal meeting without any notice
thereof having been given, if all the members of the Executive Committee shall
be present thereat. Subject to the provisions of this Article III, the Executive
Committee, by resolution adopted by a majority of the whole Executive Committee,
shall fix its own rules of procedure.

Section 18. Other Committees. The Board of Directors may, by resolution
passed by a majority of the whole Board, designate one or more other committees,
each committee to consist of one or more of the directors of the Corporation.
Any committee, to the extent provided in the resolution of the Board of

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Directors and not prohibited by 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. At any meeting of a committee, a
majority of the members of the committee shall constitute a quorum for the
transaction of business, and the act of a majority of the members present at any
meeting at which a quorum is present shall be the act of the committee.

Section 19. Minutes of Committees. Each committee shall keep regular
minutes of its meetings and proceedings and report the same to the Board of
Directors at the next meeting thereof.

Section 20. Alternate Members of Committees. The Board of Directors may
designate one or more directors as alternate members of the Executive Committee
or any other committee, who may replace any absent or disqualified member at any
meeting of the committee, or if none be so appointed, the member or members
thereof present at any meeting and not disqualified from voting, whether or not
he or they 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.

GENERAL

Section 21. Actions Without a Meeting. Any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting, if all members of the Board of Directors or
committee, as the case may be, consent thereto in writing and the writing or
writings are filed with the minutes of proceedings of the Board of Directors or
the committee.

Section 22. Presence at Meetings by Means of Communications Equipment.
Members of the Board of Directors, or of any committee designated by the Board
of Directors, may participate in a meeting of the Board of Directors or
committee by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear one another.
Participation in a meeting conducted pursuant to this Section 22 shall
constitute presence in person at the meeting.

ARTICLE IV

NOTICES

Section 1. Type of Notice. Whenever, under the provisions of any
applicable statute, the Certificate of Incorporation, or these By-Laws, notice
is required to be given to any director or stockholder, the requirement shall
not be construed to mean personal notice, but such notice may be given in
writing, in person, or by mail, addressed to such director or stockholder at his
address as it appears on the records of the Corporation, with postage thereon
prepaid, and such notice shall be deemed to be given at the time when it shall
be deposited in the United States mail. Notice to directors may also be given in
any manner permitted by Article III hereof and shall be deemed to be given at
the time when first transmitted by the method of communication so permitted.

Section 2. Waiver of Notice. Whenever any notice is required to be
given under the provisions of any applicable statute, the Certificate of
Incorporation, or these By-Laws, a waiver thereof in writing, signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall

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be deemed equivalent thereto, and transmission of a waiver of notice by a
director or stockholder by mail, telegraph, telex, cable, wireless, or other
form of recorded communication may constitute such a waiver.

Section 3. Authorized Notices. Unless otherwise specified herein, the
Secretary or such other person or persons as the Chief Executive Officer
designates shall be authorized to give notices for the Corporation.

ARTICLE V

OFFICERS

Section 1. Description. The elected officers of the Corporation shall
be a President, one or more Vice Presidents, with or without such descriptive
titles as the Board of Directors shall deem appropriate, a Secretary, a
Treasurer, and a Controller, and, as provided in Article III, a Chairman of the
Board. The Board of Directors by resolution shall also appoint one or more
Assistant Secretaries, Assistant Treasurers, Assistant Controllers, and such
other officers and agents as from time to time may appear to be necessary or
advisable in the conduct of the affairs of the Corporation. Any two or more
offices may be held by the same person.

Section 2. Election. The Board of Directors at its first meeting after
each annual meeting of stockholders shall elect and appoint the officers to fill
the positions designated in Section 1 of this Article V.

Section 3. Salaries. The Board of Directors shall fix all salaries of
all elected officers of the Corporation.

Section 4. Term. An officer of the Corporation shall hold office until
he resigns or his successor is chosen and qualified. Any officer elected or
appointed by the Board of Directors may be removed, with or without cause, at
any time by the affirmative vote of a majority of the whole Board of Directors.
The Board of Directors shall fill any vacancy occurring in any office of the
Corporation by death, resignation, removal, or otherwise. Election or
appointment of an officer or agent shall not of itself create contract rights.

Section 5. Chief Executive Officer. The President shall be the Chief
Executive Officer of the Corporation unless the Board of Directors elects or
appoints the Chairman of the Board, if any, or other officers as Chief Executive
Officer. Subject to the provisions of these By-Laws and the control of the Board
of Directors, the Chief Executive Officer shall have general supervision of the
affairs of the Corporation and shall have general and active executive charge,
management, and control of all the business, operations, and properties of the
Corporation with all such powers as may be reasonably incident to such
responsibilities. In the absence of the Chairman of the Board, if any, he shall
preside, when present, at all meetings of stockholders and, in the absence of
any other person designated thereto by these By-Laws, at all meetings, of the
Board of Directors. He shall see that all orders and resolutions of the
stockholders and the Board of Directors are carried into effect. He shall have
all the powers and authority usually appertaining to the chief executive officer
of a corporation (except as otherwise provided in these By-Laws), as may be
designated in accordance with these By-Laws, and as from time to time may be
assigned to him by the Board of Directors.

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Section 6. President. Unless the Board of Directors otherwise
determines, the President shall have the authority to agree upon and execute all
bonds, evidences of indebtedness, deeds, leases, contracts, and other
obligations in the name of the Corporation and affix the corporate seal thereto;
to sign stock certificates; and to exercise such other powers and duties as may
be designated in accordance with these By-Laws and as from time to time may be
assigned to him by the Board of Directors. The President shall be the Chief
Operating Officer of the Corporation unless a Chief Operating Officer is
otherwise elected.

Section 7. Chief Operating Officer. The Chief Operating Officer shall
have, subject to review and approval of the Chief Executive Officer, if
different from the President, and the President, if different from the Chief
Operating Officer, the responsibility for the operation of the Corporation and
shall exercise such other powers and duties as may be designated in accordance
with these By-Laws and as from time to time may be assigned to him by the Board
of Directors.

Section 8. Vice Presidents. In the absence of the President or in the
event of his inability or refusal to act, the Vice President (or in the event
there be more than one Vice President, the Vice Presidents in the order
designated by the Board, or in the absence of any designation, in the order of
their election) shall perform the duties of the President and, when so acting,
shall have all the powers of and be subject to all the restrictions upon the
President. The Vice Presidents shall perform such other duties and have such
other powers as the Board of Directors, the Chief Executive Officer, or the
President may from time to time prescribe.

Section 9. Chief Financial Officer. Subject to the direction of the
Board of Directors and the President, the Chief Financial Officer shall perform
all duties and have all powers that are commonly incident to that position. He
shall have active control of and responsibility for all matters pertaining to
the financial affairs of the Corporation and its subsidiaries. He shall have the
authority to execute and deliver bonds, deeds, contracts, and stock certificates
of and for the Corporation, and to affix the corporate seal thereto by
handwritten or facsimile signature and all other powers customarily appertaining
to his office, except to the extent otherwise limited or enlarged by the Board
of Directors. He shall report to the Chief Executive Officer and to the
Executive Committee and the Board of Directors of the Corporation at their
request on all financial matters of the Corporation.

Section 10. Secretary and Assistant Secretaries.

(a) The Secretary or an Assistant Secretary shall attend all
meetings of the Board of Directors and all meetings of the stockholders and
record all proceedings of the meetings of the stockholders of the Corporation
and of the Board of Directors in a book to be kept for that purpose, and shall
perform like duties for the standing committees when required. The Secretary
shall be under the supervision of the Chief Executive Officer and the President
and shall perform such other duties as may be prescribed by the Chief Executive
Officer or the President. The Secretary shall have charge of the seal of the
Corporation and have authority to affix the seal to any instrument requiring it.
When so affixed, the seal shall be attested by the signature of the Secretary or
Treasurer or an Assistant Secretary or Assistant Treasurer, which may be a
facsimile. The Secretary shall keep and account for all books, documents, papers
and records of the Corporation except those for which some other officer or
agent is properly accountable. The Secretary shall have authority to sign stock
certificates and shall generally perform all the duties usually appertaining to
the office of the Secretary of a corporation.

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(b) Assistant Secretaries shall assist the Secretary, and in the
absence or disability of the Secretary, perform the duties and exercise the
powers of the Secretary. They shall perform such other duties and have such
other powers as the Board of Directors, Chief Executive Officer, or President
may from time to time prescribe.

Section 11. Treasurer and Assistant Treasurers.

(a) The Treasurer shall perform all the duties customary to that
office, and shall have the responsibility for and custody over all funds and
securities of the Corporation. He shall make such disbursements of the funds of
the Corporation as are authorized and shall render from time to time an account
of all such transactions. He shall have the authority to endorse for deposit or
collection, or otherwise, all commercial paper payable to the Corporation, and
to give proper receipts or discharges for all payments to the Corporation. He
shall be responsible for all terms of credit granted by the Corporation and for
the collection of all its accounts. He shall have the authority to execute and
deliver bonds, deeds, contracts, and stock certificates of and for the
Corporation, and to affix the corporate seal thereto by handwritten or facsimile
signature and all other powers customarily appertaining to his office, except to
the extent otherwise limited or enlarged. The Treasurer shall be under the
supervision of the Chief Financial Officer and he shall perform such other
duties as may be prescribed to him by the Chief Financial Officer.

(b) Assistant Treasurers shall assist the Treasurer and, in the
absence or disability of the Treasurer, perform the duties and exercise the
powers of the Treasurer.

Section 12. Controller and Assistant Controllers.

(a) The Controller shall be the Chief Accounting Officer of the
Corporation. He shall be responsible for all matters pertaining to the accounts
of the Corporation, its subsidiaries and divisions, with the supervision of the
books of account, their installation, arrangement, and classification. The
Controller shall maintain adequate records of all assets, liabilities, and
transactions; see that an adequate system of internal audit thereof is regularly
maintained; coordinate the efforts of the Corporation's independent public
accountants in its external audit program; receive, review, and consolidate all
operating and financial statements of the Corporation and its various
departments and subsidiaries; and prepare financial statements, reports, and
analyses. The Controller shall have supervision of the accounting practices of
the Corporation and of each subsidiary and division of the Corporation and shall
prescribe the duties and powers of the accounting personnel of the subsidiaries
and divisions. The Controller shall cause to be maintained an adequate system of
financial control through a program of budgets, financial planning, and
interpretive reports. The Controller shall initiate and enforce accounting
measures and procedures whereby the business of the Corporation and its
subsidiaries and divisions shall be conducted with the maximum efficiency and
economy. The Controller shall have all other powers customarily appertaining to
the office of controller, except to the extent otherwise limited or enlarged.
The Controller shall be under the supervision of the Chief Financial Officer.

(b) The Assistant Controllers shall assist the Controller, and if
the Controller is unavailable, perform the duties and exercise the powers of the
Controller.

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ARTICLE VI

CERTIFICATES REPRESENTING STOCK

Section 1. Right to Certificate. Every holder of stock in the
Corporation shall be entitled to have a certificate, signed by, or in the name
of the Corporation by, the Chairman of the Board, the President or a Vice
President and by the Secretary, an Assistant Secretary, the Treasurer, or an
Assistant Treasurer of the Corporation, certifying the number of shares owned by
him in the Corporation. If the Corporation shall be authorized to issue more
than one class of stock or more than one series of any class, the powers,
designations, preferences, and relative, participating, option, or other special
rights of each class of stock or series thereof and the qualifications,
limitations, or restrictions of such preferences or rights shall be set forth in
full or summarized on the face or back of the certificate that the Corporation
shall issue to represent such class or series of stock; provided, that, except
as otherwise provided in Section 202 of the General Corporation Law of the State
of Delaware, in lieu of the foregoing requirements, there may be set forth on
the face or back of the certificate that the Corporation shall issue to
represent such class or series of stock a statement that the Corporation will
furnish without charge to each stockholder who so requests the powers,
designations, preferences, and relative, participating, optional, or other
special rights of each class of stock or series thereof and the qualifications,
limitations, or restrictions of such preferences or rights.

Section 2. Facsimile Signatures. Any or all of 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 he were such officer, transfer agent, or registrar at the date of issue.

Section 3. New Certificates. The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation and alleged to have been
lost, stolen, or destroyed, upon the making of an affidavit of that fact by the
person claiming the certificate of stock to be lost, stolen, or destroyed. When
authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen, or destroyed certificate or
certificates, or his legal representative, to give the Corporation a bond in
such sum as it may direct as indemnity against any claim that may be made
against the Corporation with respect to the certificate alleged to have been
lost, stolen, or destroyed or the issuance of such new certificate.

Section 4. Transfers. Upon surrender to the Corporation or the transfer
agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignation, or authority to
transfer, it shall be the duty of the Corporation, subject to any proper
restrictions on transfer, to issue a new certificate to the person entitled
thereto, cancel the old certificate, and record the transaction upon its books.

Section 5. Record Date. The Board of Directors may fix, in advance, a
record date for stockholders' meetings or for any other lawful purpose, which
shall be no fewer than 10 nor more than 60 days before the date of the meeting
or other action. 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.

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Section 6. Registered Stockholders. The Corporation shall be entitled
to recognize the exclusive right of a person registered on its books as the
owner of shares to receive dividends and to vote as such owner, and shall not be
bound to recognize any equitable or other claim to or interest in such share or
shares on the part of any other person, whether or not provided by the laws of
the State of Delaware.

ARTICLE VII

GENERAL PROVISIONS

Section 1. Dividends. Dividends upon the capital stock of the
Corporation, if any, may be declared by the Board of Directors (but not any
committee thereof) at any regular or special meeting, pursuant to law. Dividends
may be paid in cash, in property, or in shares of the capital stock or other
securities.

Section 2. Reserves. Before payment of any dividend, there may be set
aside out of any funds of the Corporation available for dividends such sum or
sums as the Board of Directors from time to time, in their absolute discretion,
thinks proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the Corporation, or
for such other purpose as the Board of Directors shall think conducive to the
interests of the Corporation, and the Board of Directors may modify or abolish
any such reserve in the manner in which it was created.

Section 3. Checks. All checks or demands for money and promissory notes
of the Corporation shall be signed by such officer or officers or such other
person or persons as the Board of Directors may from time to time prescribe.

Section 4. Fiscal Year. The fiscal year of the Corporation shall be
determined by the Board of Directors.

Section 5. Corporate Seal. The Board of Directors may provide for a
corporate seal, which shall have the name of the Corporation inscribed thereon
and shall otherwise be in such form as may be approved from time to time by the
Board of Directors. The corporate seal, if any, may be used by causing it or a
facsimile thereof to be impressed, affixed, reproduced or otherwise.

Section 6. Certificate of Incorporation. To the extent of any
inconsistency between these By-Laws and the Certificate of Incorporation of the
Corporation, the terms and provisions of the Certificate of Incorporation shall
control for all purposes.

ARTICLE VIII

AMENDMENTS

Section 1. Amendments to By-Laws. These By-Laws may be altered,
amended, or repealed or new By-Laws adopted only in accordance with the
Certificate of Incorporation of the Corporation and any other requirements
specified in these By-Laws.