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EXHIBIT 3.4

BRISTOL HOTELS & RESORTS, INC.

AMENDED AND RESTATED BYLAWS

AS ADOPTED AND IN EFFECT
AS OF __________, 1998

BRISTOL HOTELS & RESORTS, INC.

BYLAWS

TABLE OF CONTENTS

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

DIRECTORS............................................................................. 4
9. Function............................................................ 4
10. Number and Term of Office........................................... 4
11. Vacancies and New Directorships..................................... 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. Written Action...................................................... 6
19. Participation in Meetings by Telephone Conference................... 6
20. Committees.......................................................... 6
21. Compensation ....................................................... 8
22. Rules............................................................... 8

NOTICES............................................................................... 8
23. Generally........................................................... 8
24. Waivers............................................................. 8

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

STOCK................................................................................. 9
29. Certificates........................................................ 9
30. Classes of Stock.................................................... 9
31. Transfers........................................................... 9
32. Lost, Stolen, or Destroyed Certificates............................. 10
33. Record Dates........................................................ 10

INDEMNIFICATION....................................................................... 10
34. Damages and Expenses................................................ 10
35. Insurance, Contracts, and Funding................................... 14

GENERAL............................................................................... 15
36. Fiscal Year......................................................... 15
37. Seal................................................................ 15
38. Reliance upon Books, Reports, and Records........................... 15
39. Time Periods........................................................ 15
40. Amendments.......................................................... 15
41. Certain Defined Terms............................................... 15

BRISTOL HOTELS & RESORTS, INC.

BYLAWS

STOCKHOLDERS' MEETINGS

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

2. Annual Meeting. An annual meeting of the stockholders will be
held at such date and time as may be designated from time to time by the Board,
at which meeting the stockholders will elect, by a plurality vote of the Voting
Stock of the stockholders present in person or represented by proxy, the
Directors to succeed those whose terms expire and will transact such other
business as may properly be brought before the meeting in accordance with Bylaw
8.

3. Special Meetings. (a) Special meetings of the stockholders, for any
purpose or purposes, unless otherwise prescribed by law or by the Certificate of
Incorporation, may be called only by (i) the Chairman or a Vice Chairman, (ii)
the Secretary within 10 calendar days after receipt of the written request of a
majority of the total number of directors that the Company would have if there
were no vacancies (the "Whole Board") or (iii) as otherwise provided in a
Preferred Stock Designation. 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.

(b) Upon the receipt by the Company of a written request executed by
the holders of not less than a majority of the outstanding Voting Stock (a
"Meeting Request"), the Board will (i) call a special meeting of the
stockholders for any lawful purpose (which may not, however, include the
election of Directors) and (ii) fix a record date for the determination of
stockholders entitled to notice of and to vote at that meeting, which record
date will not be later than 60 calendar days after the date of receipt by the
Company of the Meeting Notice; provided, however, that no separate special
meeting of stockholders requested pursuant to a Meeting Request will be required
to be convened if (A) the Board calls an annual or special meeting of
stockholders to be held not later than 90 calendar days after receipt of the
Meeting Request, (B) the purposes of the annual or special meeting include
(among any other matters properly brought before the meeting) the purposes
specified in the Meeting Request, and (C) in all events, the Board may defer
taking any action referred to in this Bylaw 3(b) for up to 180 calendar days if
and to the extent that the Board determines in its sole discretion that so doing
is in the best interests of the Company. Notwithstanding any provision of the
Certificate of Incorporation or these Bylaws to the contrary, this Bylaw 3(b)
may not be amended or repealed by the Board, and no provision inconsistent with
this Bylaw 3(b) may be adopted by the Board, without the affirmative vote of the
holders of at least 80% of the Voting Stock, voting together as a class.

4. Notice of Meetings. Written notice of every meeting of the
stockholders, 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 stockholder of record entitled to vote at such meeting,
except as otherwise provided in these Bylaws 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 with this
Bylaw 4. At any adjourned meeting, any business may be transacted which might
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 stockholders, or any adjournment thereof, in advance of
the 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 stockholders, 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 at a meeting of stockholders, present in person or
represented by proxy, will constitute a quorum at all meetings of the
stockholders for the transaction of business at a meeting of the stockholders.
If, however, such quorum is not present or represented at any meeting of the
stockholders, the stockholders entitled to vote at that meeting of stockholders,
present in person or represented by proxy, will have the power to adjourn,
without notice other than announcement at the meeting, the meeting from time to
time until a quorum is present or represented.

7. Voting. Except as otherwise provided by law or in a Preferred
Stock Designation, each stockholder will be entitled at every meeting of the
stockholders to one vote for each share of stock having voting power standing in
the name of that stockholder on the books of the Company on the record date for
the meeting and those votes may be cast either in person or by written proxy.
Every proxy must be duly executed and filed with the Secretary. A stockholder
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 stockholders may be by voice vote,
unless otherwise required by these Bylaws or unless the presiding officer of the
meeting or the holders of a majority of the outstanding shares of all classes of
stock entitled to vote on that question present in person or by proxy at the
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 vote
of the holders of a majority of the stock which has voting power present in
person or represented by proxy and which has actually voted will decide any
question properly brought before such meeting, unless the question is one upon
which by express provision of law, the Certificate of Incorporation, a Preferred
Stock

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Designation, or these Bylaws, a different vote is required, in which case
that express provision will govern and control the decision of such question.

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 stockholders to order and will act as presiding officer thereof. Except as
otherwise provided by law or in a Preferred Stock Designation or unless
otherwise determined by the Board prior to the meeting, the presiding officer
of the meeting of the stockholders will also determine the order of business
and have the authority in his or her sole discretion to regulate the conduct of
the meeting, including without limitation by imposing restrictions on the
persons (other than stockholders of the Company or their duly appointed
proxies) who may attend any such stockholders' meeting, by ascertaining whether
any stockholder or the stockholder's proxy may be excluded from any meeting of
the stockholders based upon any determination by the presiding officer, in his
or her sole discretion, that any such person has unduly disrupted or is likely
to disrupt the proceedings at the meeting of the stockholders, and by
determining the circumstances in which any person may make a statement or ask
questions at any meeting of the stockholders.

(b) At an annual meeting of the stockholders, 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 Chairman or a Vice Chairman or the Board in accordance with Bylaw 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 stockholder of the Company in
accordance with Bylaw 8(c).

(c) For business to be properly requested by a stockholder to be
brought before an annual meeting, the stockholder must (i) be a stockholder of
the Company of record at the time of the giving of the notice for such annual
meeting provided for in these Bylaws, (ii) be entitled to vote at such meeting,
and (iii) have given timely notice thereof in writing to the Secretary. To be
timely, a stockholder'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 stockholder 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 stockholder's notice to the Secretary must set
forth as to each matter the stockholder 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 stockholder 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 stockholder
proposing such business and by the beneficial owner, if any, on whose behalf the
proposal is made, and (D) any material interest of such stockholder proposing
such business and the beneficial owner, if any, on whose behalf the proposal is
made in such business. Notwithstanding the foregoing provisions of this Bylaw
8(c), a stockholder must also comply with all applicable requirements of the
Securities Exchange Act

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of 1934, as amended, and the rules and regulations thereunder with respect to
the matters set forth in this Bylaw 8(c). For purposes of this Bylaw 8(c) and
Bylaw 13, "public announcement" means disclosure in a press release reported by
the Dow Jones News Service, Associated Press, or comparable national news
service or otherwise published by the Company in substantial conformity with its
ordinary practice in a document publicly filed by the Company with the
Securities and Exchange Commission pursuant to Section 13, 14, or 15(d) of the
Exchange Act, or furnished to stockholders. Nothing in this Bylaw 8(c) will be
deemed to affect any rights of stockholders to request inclusion of proposals in
the Company's proxy statement pursuant to Rule 14a-8 under the Exchange Act.

(d) At a special meeting of stockholders, 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 Vice Chairman or a majority of the Whole Board in
accordance with Bylaw 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 stockholders is properly brought
before such meeting in accordance with this Bylaw 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 the Board.

10. Number and Term of Office. 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 Certificate of Incorporation, the
authorized number of Directors may be determined from time to time by (i) a vote
of a majority of the Whole Board or (ii) by the affirmative vote of the holders
of at least 80% of the Voting Stock, voting together as a single class. 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 Certificate of Incorporation.

11. Vacancies and New Directorships. Subject to the rights, if any,
of (a) the holders of any series of Preferred Stock under a Preferred Stock
Designation or (b) any party to the Stockholders Agreement dated _________, 1998
(the "Stockholders Agreement") among the Corporation, Bass plc, Bass America,
Inc., Holiday Corporation and United/Harvey Holdings, L.P. to elect additional
Directors, and newly created directorships resulting from any increase in the
authorized 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

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of a majority of the remaining Directors then in office, even though less than a
quorum of the Board, by a sole remaining Director, or, if there is no remaining
Director, by the stockholders. 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 has been elected and qualified. No
decrease in the number of Directors constituting the Board may shorten the term
of any incumbent Director.

12. Removal. Subject to the rights, if any, of the holders of any
series of Preferred Stock or of any party to the Stockholders Agreement to elect
additional Directors under circumstances specified in a Preferred Stock
Designation or the Stockholders Agreement, any Director may be removed from
office (a) by the Board with or without cause and upon the vote of a majority of
the Whole Board and (b) by the stockholders only for cause and only in the
manner provided in the Certificate of Incorporation.

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

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

(b) To be timely, a stockholder'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 stockholders; provided,
however, that in the event that public announcement of the date of the annual
meeting is not made by the Company by inclusion in a report filed with the
Securities and Exchange Commission or furnished to stockholders, or by mail,
press release or otherwise more than 75 calendar days prior to the date of the
annual meeting, notice by the stockholder 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. To be
in proper written form, such stockholder's notice must set forth or include (i)
the name and address, as they appear on the Company's books, of the stockholder
giving the notice and of the beneficial owner, if any, on whose behalf the
nomination is made; (ii) a representation that the stockholder 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
stockholder 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 stockholder giving the notice,
(B) the beneficial owner on whose behalf the notice is given, (C)

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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
stockholder giving the notice; (v) such other information regarding each nominee
proposed by the stockholder 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 under the Exchange Act 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 stockholder'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 Bylaw 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. Notwithstanding
the foregoing provisions of this Bylaw 13, a stockholder must also comply with
all applicable requirements of the Exchange Act and the rules and regulations
thereunder with respect to the matters set forth in this 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 before or after the annual meeting of the stockholders and at such
other time and place as may from time to time be determined by the Board. Prior
written notice of regular meetings of the Board must be given not less than 24
hours prior to such meeting by U.S. mail, overnight courier telegram, telex,
facsimile or similar medium.

16. Special Meetings. Special meetings of the Board may be called by
the Chairman or a Vice Chairman 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 Vice Chairman in like manner and on like notice on
the written request of five or more Directors. Special meetings of the Board may
be held at such time and place either within or without the State of Delaware 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 provided in Bylaw 20
and except for actions required by these Bylaws or the Certificate 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 at the meeting 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. Written Action. Any action required or permitted to be taken
at any meeting of the Board or of any committee of the Board may be taken
without a meeting if all members of the Board or committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the
minutes or proceedings of the Board or committee.

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19. 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, 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.

20. Committees. (a) The Board, by resolution passed by a majority
of the Whole Board, may designate an executive committee (the "Executive
Committee") of not less than two and not more than four members of the Board,
one of whom will be the Chairman. In the event of the inability of the Chairman
to attend any meeting thereof, a Vice Chairman, in order of seniority if there
be more than one Vice Chairman, may take the place at such meeting of the
Chairman. The Executive Committee will have and may exercise the powers of the
Board, except the power to amend these Bylaws or the Certificate of
Incorporation (except, to the extent authorized by a resolution of the Board, to
fix the designation, preferences, and other terms of any series of Preferred
Stock), adopt an agreement of merger or consolidation other than with an entity
of which all of its equity interests are held by the Company, authorize the
issuance of stock, declare a dividend, or recommend to the stockholders 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 as otherwise provided by law. Two-thirds of the members of the Executive
Committee will constitute a quorum for the transaction of business, and the act
of two-thirds of the members of the Executive Committee (which must include the
affirmative vote of the Chairman or, in the absence of the Chairman, a Vice
Chairman) will constitute the act of such committee.

(b) The Board, by resolution passed by a majority of the 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 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 committee, who may replace any absent or
disqualified member at any meeting of the 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 meeting of the committee and not
disqualified from voting, whether or not they constitute a quorum, may, by
unanimous action, appoint another member of the Board to act at the meeting in
the place of any absent or disqualified member.

(d) Except as otherwise provided in these Bylaws or by law, any
committee of the Board, to the extent provided in Bylaw 20(a) or, if applicable,
in the resolution of the Board designating a committee, 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 committee designated
by the Board will have such name as may be determined from time to time by
resolution adopted by the Board. Except as provided in Bylaw 20(a) or as
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 will be the act of the committee. Each committee of
the Board may prescribe its own rules for calling and holding

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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.

(e) A majority of the members of each of the Executive Committee and
all of the members of any committee the primary responsibilities of which
include reviewing the professional services to be provided by the Company's
independent auditors and the independence of such firm from the Company's
management, reviewing financial statements with management or independent
auditors, and/or reviewing internal accounting controls will be directors who
are not employees of the Company. Notwithstanding any provision of the
Certificate of Incorporation or these Bylaws to the contrary, this Bylaw 20(e)
may not be amended or repealed by the Board, and no provision inconsistent
therewith may be adopted by the Board, without the affirmative vote of the
holders of at least a majority of the Voting Stock present or represented by
proxy and entitled to vote at any annual or special meeting of stockholders at
which such vote is to be taken.

21. Compensation. The Board may establish such 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, or for other services by Directors to the Company or any of its
majority-owned subsidiaries, as the Board may determine.

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

NOTICES

23. Generally. Whenever by law or under the provisions of the
Certificate of Incorporation or these Bylaws, notice is required to be given to
any Director or stockholder, it will not be construed to require personal
notice, but such notice may be given in writing, by mail, addressed to such
Director or stockholder, at his, her, or its address 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 may otherwise be permitted
by these Bylaws.

24. Waivers. Whenever any notice is required to be given by law or
under the provisions of the Certificate of Incorporation or these Bylaws, 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.

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OFFICERS

25. Generally. The officers of the Company will be elected by the
Board and will consist of a Chairman, a Chief Executive Officer, a Chief
Operating Officer, a President, a Secretary, and a Treasurer. The Board may also
choose any one or more Vice Chairmen, Vice Presidents, Assistant Vice
President's, Assistant Secretaries, Assistant Treasurers and any such other
officers as the Board may from time to time determine. Notwithstanding the
foregoing, by specific action, the Board may authorize the Chairman, President
or a Vice Chairman to appoint any person to any office other than Chairman, Vice
Chairman, Chief Executive Officer, 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.

26. 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.

27. Succession. The officers of the Company will hold office until
their successors are elected and qualified. Any officer may be removed at any
time (a) by the affirmative vote of a majority of the Whole Board or (b) with
respect to any officer other than the Chairman, the President, the Chief
Executive Officer or the Chief Operating Officer, by the President or the Chief
Executive Officer. Any vacancy occurring in any office of the Company may be
filled by the Board as provided in Bylaw 25.

28. 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
or by the Chairman or any Vice Chairman as provided in these Bylaws.

STOCK

29. Certificates. Certificates representing shares of stock of the
Company will be in such form as is determined by the Board or an authorized
committee thereof, subject to applicable legal requirements. Each certificate
will be numbered and its issuance recorded in the books of the Company, and each
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, the President or a
Vice President and by 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, any properly designated transfer agent of the Company. Any or all
of the signatures and the seal of the Company, if any, upon the certificates may
be facsimiles, engraved, or printed. The certificates may be issued and

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delivered notwithstanding that the person whose facsimile signature appears
thereon may have ceased to be an officer at the time certificates are issued and
delivered.

30. 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.

31. Transfers. Upon surrender to the Company or the transfer agent of
the Company of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment, or authority to transfer, it will be the
duty of the Company to issue, or cause its transfer agent to issue, a new
certificate to the person entitled thereto, cancel the old certificate, and
record the transaction upon its books.

32. Lost, Stolen, or Destroyed Certificates. The Secretary may direct
a new certificate or certificates to be issued in place of any certificate or
certificates previously 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.

33. Record Dates. (a)In order that the Company may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders 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 stockholders
entitled to notice of or to vote at a meeting of stockholders 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
stockholders of record entitled to notice of or to vote at a meeting of the
stockholders 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 stockholders entitled
to receive payment of any dividend or other distribution or allotment of any
rights or the stockholders entitled to exercise any rights in respect of any
change, conversion, or exchange of stock, or for the purpose of any other lawful
action, the Board 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 stockholders for any such purpose will be at the close of
business on the calendar day on which the Board adopts the resolution relating
thereto.

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(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

34. Damages and Expenses. Without limiting the generality or effect
of Article Ninth of the Certificate of Incorporation, the Company will to 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 be a Director, officer,
employee, trustee, 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,
trustee, or agent of another corporation, partnership, joint venture, trust,
employee benefit plan, or other entity, whether or not for profit (including the
heirs, executors, administrators, or estate of such person), or anything done or
not done 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, consistent with the provisions of applicable law as then in
effect.

(b) The right of indemnification provided in this Bylaw 34 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 Bylaw 34, whether arising from acts or
omissions occurring before or after such adoption.

(c) In furtherance, but not in limitation of the foregoing
provisions, the following procedures, presumptions, and remedies will apply with
respect to advancement of expenses and the right to indemnification under this
Bylaw 34:

(i) All reasonable expenses incurred by or on behalf of an
Indemnitee in connection with any Proceeding will be advanced to the
Indemnitee by the Company within 30 calendar days after the receipt by
the Company of a statement or statements from the Indemnitee requesting
an advance or advances from time to time, whether prior to or after
final disposition of such Proceeding. Such statement or statements will
reasonably evidence the expenses incurred by the Indemnitee and, if and
to the extent required by law at the time of such advance, will include
or be accompanied by an undertaking by or on behalf of the Indemnitee
to repay such amounts advanced as to which it may ultimately be
determined that the Indemnitee is not entitled. If such an undertaking
is required by law at the time of an advance, no security will be
required for

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the undertaking and the undertaking will be accepted without reference
to the recipient's financial ability to make repayment.

(ii) To obtain indemnification under this Bylaw 34, the
Indemnitee will submit to the Secretary a written request, including
such documentation supporting the claim as is reasonably available to
the Indemnitee and is reasonably necessary to determine whether and to
what extent the Indemnitee is entitled to indemnification (the
"Supporting Documentation"). The determination of the Indemnitee's
entitlement to indemnification will be made not less than 60 calendar
days after receipt by the Company of the written request for
indemnification together with the Supporting Documentation. The
Secretary within 10 days after receipt of such a request for
indemnification advise the Board in writing that the Indemnitee has
requested indemnification. The Indemnitee's entitlement to
indemnification under this Bylaw 34 will be determined in one of the
following ways: (A) by a majority vote of the Disinterested Directors
(as hereinafter defined), if they constitute a quorum of the Board, or,
in the case of an Indemnitee that is not a present or former officer of
the Company, by any committee of the Board or committee of officers or
agents of the Company designated for such purpose by a majority of the
Board of Directors; (B) by a written opinion of Independent Counsel (as
hereinafter defined) if (1) a Change of Control (as hereinafter
defined) has occurred and the Indemnitee so requests or (2) in the case
of an Indemnitee who is a present or former officer of the Company, a
quorum of the Board consisting of Disinterested Directors is not
obtainable or, even if obtainable, a majority of such Disinterested
Directors so directs; (C) by the stockholders (but only if a majority
of the Disinterested Directors, if they constitute a quorum of the
Board, presents the issue of entitlement to indemnification to the
stockholders for their determination); or (D) as provided in
subparagraph (iii) below. If the determination of entitlement to
indemnification is to be made by Independent Counsel pursuant to clause
(B) above, a majority of the Disinterested Directors will select the
Independent Counsel, but only an Independent Counsel to which the
Indemnitee does not reasonably object; provided, however, that if a
Change of Control has occurred, the Indemnitee will select such
Independent Counsel, but only an Independent Counsel to which the Board
does not reasonably object.

(iii) Except as otherwise expressly provided in this Bylaw
34, the Indemnitee will be presumed to be entitled to indemnification
under this Bylaw 34 upon submission of a request for indemnification
together with the Supporting Documentation in accordance with
subparagraph (c)(ii) above, and thereafter the Company will have the
burden of proof to overcome that presumption in reaching a contrary
determination. In any event, if the person or persons empowered under
subparagraph (c)(ii) to determine entitlement to indemnification have
not been appointed or have not made a determination within 60 calendar
days after receipt by the Company of the request therefor together with
the Supporting Documentation, the Indemnitee will be deemed to be
entitled to indemnification and the Indemnitee will be entitled to such
indemnification unless (A) the Indemnitee misrepresented or failed to
disclose a material fact in making the request for indemnification or
in the Supporting Documentation or (B) such indemnification is
prohibited by law. The termination of any Proceeding described in Bylaw
34(a), or of any claim, issue, or matter therein, by judgment, order,
settlement, or conviction, or upon a

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plea of nolo contendere or its equivalent, will not, of itself,
adversely affect the right of the Indemnitee to indemnification or
create a presumption that the Indemnitee did not act in good faith and
in a manner which the Indemnitee reasonably believed to be in or not
opposed to the best interests of the Company or, with respect to any
criminal Proceeding, that the Indemnitee had reasonable cause to
believe that his or her conduct was unlawful.

(iv) (A) In the event that a determination is made pursuant
to subparagraph (c)(ii) that the Indemnitee is not entitled to
indemnification under this Bylaw 34, (1) the Indemnitee will be
entitled to seek an adjudication of his entitlement to such
indemnification either, at the Indemnitee's sole option, in (x) an
appropriate court of the State of Delaware or any other court of
competent jurisdiction or (y) an arbitration to be conducted by a
single arbitrator pursuant to the rules of the American Arbitration
Association, (2) any such judicial proceeding or arbitration will be de
novo and the Indemnitee will not be prejudiced by reason of such
adverse determination, and (3) in any such judicial proceeding or
arbitration the Company will have the burden of proving that the
Indemnitee is not entitled to indemnification under this Bylaw 34.

(B) If a determination is made or deemed to have been made,
pursuant to subparagraph (c)(ii) or (iii) of this Bylaw 34 that the
Indemnitee is entitled to indemnification, the Company will be
obligated to pay the amounts constituting such indemnification within
five business days after such determination has been made or deemed to
have been made and will be conclusively bound by such determination
unless (1) the Indemnitee misrepresented or failed to disclose a
material fact in making the request for indemnification or in the
Supporting Documentation or (2) such indemnification is prohibited by
law. In the event that advancement of expenses is not timely made
pursuant to subparagraph (c)(i) of this Bylaw 34 or payment of
indemnification is not made within five business days after a
determination of entitlement to indemnification has been made or deemed
to have been made pursuant to subparagraph (c)(ii) or (iii) of this
Bylaw 34, the Indemnitee will be entitled to seek judicial enforcement
of the Company's obligation to pay to the Indemnitee such advancement
of expenses or indemnification. Notwithstanding the foregoing, the
Company may bring an action, in an appropriate court in the State of
Delaware or any other court of competent jurisdiction, contesting the
right of the Indemnitee to receive indemnification hereunder due to the
occurrence of any event described in subclause (1) or (2) of this
clause (B) (a "Disqualifying Event"); provided, however, that in any
such action the Company will have the burden of proving the occurrence
of such Disqualifying Event.

(C) The Company will be precluded from asserting in any
judicial proceeding or arbitration commenced pursuant to the provisions
of this subparagraph (c)(iv) that the procedures and presumptions of
this Bylaw 34 are not valid, binding, and enforceable and will
stipulate in any such court or before any such arbitrator that the
Company is bound by all the provisions of this Bylaw 34.

(D) In the event that the Indemnitee, pursuant to the
provisions of this subparagraph (c)(iv), seeks a judicial adjudication
of, or an award in arbitration to, enforce his or her rights under, or
to recover damages for breach of, this Bylaw 34, the

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Indemnitee will be entitled to recover from the Company, and will be
indemnified by the Company against, any expenses actually and
reasonably incurred by the Indemnitee if the Indemnitee prevails in
such judicial adjudication or arbitration. If it is determined in such
judicial adjudication or arbitration that the Indemnitee is entitled to
receive part but not all of the indemnification or advancement of
expenses sought, the expenses incurred by the Indemnitee in connection
with such judicial adjudication or arbitration will be prorated
accordingly.

(v) For purposes of this paragraph (c):

(A) "Change in Control" means the occurrence of any of the
following events:

(1) The Company is merged, consolidated, or
reorganized into or with another corporation or other legal
entity, and as a result of such merger, consolidation, or
reorganization less than a majority of the combined voting
power of the then-outstanding securities of such corporation
or entity immediately after such transaction are held in the
aggregate by the holders of the Voting Stock immediately prior
to such transaction;

(2) The Company sells or otherwise transfers all or
substantially all of its assets to another corporation or
other legal entity and, as a result of such sale or transfer,
less than a majority of the combined voting power of the
then-outstanding securities of such other corporation or
entity immediately after such sale or transfer is held in the
aggregate by the holders of Voting Stock of the Company
immediately prior to such sale or transfer;

(3) If, during any period of two consecutive years,
individuals who at the beginning of any such period constitute
the Directors cease for any reason to constitute at least a
majority thereof; provided, however, that for purposes of this
clause (3) each Director who is first elected, or first
nominated for election by the Company's stockholders by a vote
of at least two-thirds of the Directors (or a committee of the
Directors), then still in office who were Directors at the
beginning of any such period will be deemed to have been a
Director at the beginning of such period.

(B) "Disinterested Director" means a Director of the Company
who is not or was not a party to the Proceeding in respect of
which indemnification is sought by the Indemnitee.

(C) "Independent Counsel" means a law firm or a member of a
law firm that neither presently is, nor in the past five years
has been, retained to represent (1) the Company or the
Indemnitee in any matter material to either such party or (2)
any other party to the Proceeding giving rise to a claim for
indemnification under this Bylaw 34. Notwithstanding the
foregoing, the term "Independent Counsel" will not include any
person who, under the applicable standards of professional
conduct then prevailing under the law of the State of
Delaware, would be precluded from representing either the

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Company or the Indemnitee in an action to determine the Indemnitee's
rights under this Bylaw 34.

(d) If any provision or provisions of this Bylaw 34 are held to be
invalid, illegal, or unenforceable for any reason whatsoever: (i) the validity,
legality, and enforceability of the remaining provisions of this Bylaw 34
(including without limitation all portions of any paragraph of this Bylaw 34
containing any such provision held to be invalid, illegal, or unenforceable,
that are not themselves invalid, illegal, or unenforceable) will not in any way
be affected or impaired thereby and (ii) to the fullest extent possible, the
provisions of this Bylaw 34 (including without limitation all portions of any
paragraph of this Bylaw 34 containing any such provision held to be invalid,
illegal, or unenforceable, that are not themselves invalid, illegal, or
unenforceable) will be construed so as to give effect to the intent manifested
by the provision held invalid, illegal, or unenforceable.

35. 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 Bylaw 34 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 Bylaw 34
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 Bylaw 34. Notwithstanding anything to the contrary contained in
Bylaw 34, in the event that the Company enters into a contract with any person
providing for indemnification of such person, the provisions of such contract
will exclusively govern the Company's obligations in respect of indemnification
for or advancement of fees or disbursements of such person's counsel or any
other professional engaged by such person.

GENERAL

36. Fiscal Year. The fiscal year of the Company will be fixed from
time to time by the Board.

37. 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.

38. 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.

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39. Time Periods. In applying any provision of these Bylaws 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.

40. Amendments. Except as otherwise provided by law or by the
Certificate of Incorporation or these Bylaws, these Bylaws or any of them may be
amended in any respect or repealed at any time, either (a) at any meeting of
stockholders, 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 (b) at any meeting of the Board, provided that no amendment adopted
by the Board may vary or conflict with any amendment adopted by the
stockholders.

41. Certain Defined Terms. Terms used herein with initial capital
letters that are defined in the Certificate of Incorporation are used herein as
so defined.