Exhibit 2

                          AMENDED AND RESTATED BY-LAWS

                                       of
                            THE PENN TRAFFIC COMPANY
                            (A Delaware Corporation)

                                    ARTICLE 1
                                   DEFINITIONS

As used in these By-laws, unless the context otherwise requires, the term:
1.1   "Assistant Secretary" means an Assistant Secretary of the Corporation.
1.2   "Assistant Treasurer" means an Assistant Treasurer of the Corporation.
1.3   "Audit Committee" means the Audit Committee of the Board.
1.4   "Board" means the Board of Directors of the Corporation.
1.5   "Business Day" means any day which is not a Saturday, a Sunday or a day on
      which banks are authorized to close in the City of New York.
1.6   "By-laws" means the amended and restated by-laws of the Corporation, as
      amended from time to time.
1.7   "Certificate of Incorporation" means the amended and restated certificate
      of incorporation of the Corporation, as amended, supplemented or restated
      from time to time.
1.8   "Chairman of the Board" means the Chairman of the Board of Directors of
      the Corporation.
1.9   "Chairman of the Executive Committee" means the Chairman of the Executive
      Committee of the Board of Directors of the Corporation.
1.10  "Chief Financial Officer" means the Chief Financial Officer of the
      Corporation.
1.11  "Compensation and Stock Option Committee" means the Compensation and Stock
      Option Committee of the Board.
1.12  "Corporation" means The Penn Traffic Company.
1.13  "Directors" means directors of the Corporation.
1.14  "Entire Board" means all directors of the Corporation in office, whether
      or not present at a meeting of the Board, but disregarding vacancies.
1.15  "Executive Committee" means the Executive Committee of the Board.
1.16  "General Corporation Law" means the General Corporation Law of the State
      of Delaware, as amended from time to time.
1.17  "Office of the Corporation" means the executive office of the Corporation,
      anything in Section 131 of the General Corporation Law to the contrary
      notwithstanding.
1.18  "President" means the President of the Corporation.
1.19  "Secretary" means the Secretary of the Corporation.
1.20  "Stockholders" means stockholders of the Corporation.
1.21  "Treasurer" means the Treasurer of the Corporation.
1.22  "Vice Chairman of the Board" means the Vice Chairman of the Board of
      Directors of the Corporation.
1.23  "Vice Chairman of the Executive Committee" means the Vice Chairman of the
      Executive Committee of the Board of Directors of the Corporation.
1.24  "Vice President" means a Vice President of the Corporation.

                                    ARTICLE 2
                                  STOCKHOLDERS

2.1 Place of Meetings. Every meeting of Stockholders shall be held at the office
of the Corporation or at such other place within or without the State of
Delaware as shall be specified or fixed in the notice of such meeting or in the
waiver of notice thereof.

2.2 Annual Meeting. A meeting of Stockholders shall be held annually for the
election of Directors and the transaction of other business at such hour and on
such business day in each year as may be determined by resolution adopted by
affirmative vote of a majority vote of the Entire Board and designated in the
notice of meeting, provided, however, that each successive annual meeting shall
be held on a date within thirteen months after the date of the preceding annual
meeting.


2.3 Deferred Meeting for Election of Directors, Etc. If the annual meeting of
Stockholders for the election of Directors and the transaction of other business
is not held on the date designated therefor or at any adjournment of a meeting
convened on such date, the Board by resolution adopted by affirmative vote of a
majority vote of the Entire Board, shall call a meeting of Stockholders for the
election of Directors and the transaction of other business as soon thereafter
as convenient.

2.4 Special Meetings. A special meeting of Stockholders, unless otherwise
prescribed by statute, may be called at any time by the Board, the Chairman of
the Board or by the President, and shall be called by the President or Secretary
at the request, in writing, of any two or more Directors then serving or of the
Stockholders owning a majority of the shares of capital stock of the Corporation
issued and outstanding and entitled to vote. Any such request shall state the
purpose of the proposed meeting. At any special meeting of Stockholders, no
business may be transacted other than (i) such business stated in the notice
thereof given pursuant to Section 2.6 hereof or in any waiver of notice thereof
given pursuant to Section 2.7 hereof (in a form prepared by the Secretary) or
(ii) such business as is related to the purpose or purposes of such meeting and
which is properly brought before the meeting by or at the direction of the
Board.

2.5 Fixing Record Date. For the purpose of (a) determining the Stockholders
entitled (i) to notice of or to vote at any meeting of Stockholders or any
adjournment thereof or (ii) to receive payment of any dividend or other
distribution or allotment of any rights, or to exercise any rights in respect of
any change, conversion or exchange of stock; or (b) any other lawful action, the
Board may fix a record date, which record date shall not precede the date upon
which the resolution fixing the record date was adopted by the Board and which
record date shall not be (x) in the case of clause (a)(i) above, more than sixty
nor less than ten days before the date of such meeting and (y) in the case of
clause (a)(ii) or (b) above, more than sixty days prior to such action. If no
such record date is fixed:

2.5.1 the record date for determining Stockholders entitled to notice of or to
vote at a meeting of Stockholders shall be at the close of business on the day
next preceding the day on which notice is given, or, if notice is waived, at the
close of business on the day next preceding the day on which the meeting is
held; and

2.5.2 the record date for determining Stockholders for any purpose other than
those specified in Section 2.5.1 shall be at the close of business on the day on
which the Board adopts the resolution relating thereto.

      When a determination of Stockholders entitled to notice of or to vote at
any meeting of Stockholders has been made as provided in this Section 2.5, such
determination shall apply to any adjournment thereof unless the Board fixes a
new record date for the adjourned meeting.


2.6 Notice of Meetings of Stockholders. Except as otherwise provided in Section
2.7 hereof, whenever under the provisions of any statute, the Certificate of
Incorporation or these By-laws, Stockholders are required or permitted to take
any action at a meeting, written notice shall be given 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. Unless otherwise provided by any
statute, the Certificate of Incorporation or these By-laws, a copy of the notice
of any meeting shall be given, personally or by mail, not less than ten nor more
than sixty days before the date of the meeting, to each Stockholder entitled to
notice of or to vote at such meeting. If mailed, such notice shall be deemed to
be given when deposited in the United States mail, with postage prepaid,
directed to the Stockholder at his or her address as it appears on the records
of the Corporation. An affidavit of the Secretary or an Assistant Secretary or
of the transfer agent of the Corporation that the notice required by this
Section 2.6 has been given shall, in the absence of fraud, be prima facie
evidence of the facts stated therein. When a meeting is adjourned to another
time or place, notice need not be given of the adjourned meeting if the time and
place thereof are announced at the meeting at which the adjournment is taken,
and at the adjourned meeting any business may be transacted that might have been
transacted at the meeting as originally called. If, however, the adjournment is
for more than thirty days, or if after the adjournment a new record date is
fixed for the adjourned meeting, a notice of the adjourned meeting shall be
given to each Stockholder of record entitled to vote at the meeting.

2.7 Waivers of Notice. Whenever the giving of any notice is required by statute,
the Certificate of Incorporation or these By-laws, a waiver thereof, in writing,
signed by the Stockholder or Stockholders entitled to said notice, whether
before or after the event as to which such notice is required, shall be deemed
equivalent to notice. Attendance by a Stockholder at a meeting shall constitute
a waiver of notice of such meeting except when the Stockholder attends a meeting
for the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business on the ground that the meeting has not been lawfully
called or convened.

2.8 List of Stockholders. The Secretary shall prepare and make, or cause to be
prepared and made, at least ten days before every meeting of Stockholders, a
complete list of the Stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address 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, the Stockholder's agent or attorney, at the
Stockholder's expense, for any purpose germane to the meeting, during ordinary
business hours, for a period of at least ten days prior to the meeting, either
at a place within the city where the meeting is to be held, which place shall be
specified in the notice of the meeting, or, if not so specified, at the place
where the meeting is to be held. The list shall also be produced and kept at the
time and place of the meeting during the whole time thereof, and may be
inspected by any Stockholder who is present. The Corporation shall maintain the
list of Stockholders in written form or in another form capable of conversion
into written form within a reasonable time. The stock ledger shall be the only
evidence as to who are the Stockholders entitled to examine the stock ledger,
the list of Stockholders or the books of the Corporation, or to vote in person
or by proxy at any meeting of Stockholders.

2.9 Quorum of Stockholders; Adjournment. Except as otherwise provided by any
statute, the Certificate of Incorporation or these By-laws, the holders of a
majority of all outstanding shares of stock entitled to vote at any meeting of
Stockholders, present in person or represented by proxy, shall constitute a
quorum for the transaction of any business at such meeting. When a quorum is
once present to organize a meeting of Stockholders, it is not broken by the
subsequent withdrawal of any Stockholders. The holders of a majority of the
shares of stock present in person or represented by proxy at any meeting of
Stockholders, including an adjourned meeting, whether or not a quorum is
present, may adjourn such meeting to another time and place. 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 neither
be entitled to vote nor be counted for quorum purposes; provided, however, that
the foregoing shall not limit the right of the Corporation to vote stock,
including but not limited to its own stock, held by it in a fiduciary capacity.


2.10 Voting; Proxies. Unless otherwise provided in the Certificate of
Incorporation, every Stockholder of record shall be entitled at every meeting of
Stockholders to one vote for each share of capital stock standing in his or her
name on the record of Stockholders determined in accordance with Section 2.5
hereof. If the Certificate of Incorporation provides for more or less than one
vote for any share on any matter, each reference in the By-laws or the General
Corporation Law to a majority or other proportion of stock shall refer to such
majority or other proportion of the votes of such stock. The provisions of
Sections 212 and 217 of the General Corporation Law shall apply in determining
whether any shares of capital stock may be voted and the persons, if any,
entitled to vote such shares; but the Corporation shall be protected in assuming
that the persons in whose names shares of capital stock stand on the stock
ledger of the Corporation are entitled to vote such shares. Holders of
redeemable shares of stock are not entitled to vote after the notice of
redemption is mailed to such holders and a sum sufficient to redeem the stocks
has been deposited with a bank, trust company, or other financial institution
under an irrevocable obligation to pay the holders the redemption price on
surrender of the shares of stock. At any meeting of Stockholders (at which a
quorum was present to organize the meeting), all matters which may be properly
considered at such meeting, except as otherwise provided by statute or by the
Certificate of Incorporation or by these By-laws, shall be decided by a majority
of the votes cast at such meeting by the holders of shares present in person or
represented by proxy and entitled to vote thereon, whether or not a quorum is
present when the vote is taken. Directors may be elected either by written
ballot or by voice vote. In voting on any other question on which a vote by
ballot is required by law or is demanded by any Stockholder entitled to vote,
the voting shall be by ballot. Each ballot shall be signed by the Stockholder
voting or the Stockholder's proxy and shall state the number of shares voted. On
all other questions, the voting may be by voice vote. Each Stockholder entitled
to vote at a meeting of Stockholders may authorize another person or persons to
act for such Stockholder by proxy. The validity and enforceability of any proxy
shall be determined in accordance with Section 212 of the General Corporation
Law. 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 by delivering a proxy in accordance with applicable law bearing a later
date to the Secretary.

2.11 Voting Procedures and Inspectors of Election at Meetings of Stockholders.
The Board, in advance of any meeting of Stockholders, shall appoint one or more
inspectors to act at the meeting and make a written report thereof. 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, the person presiding at the meeting shall appoint one or more
inspectors to act at the meeting. Each inspector, before entering upon the
discharge of his or her duties, shall take and sign an oath faithfully to
execute the duties of inspector with strict impartiality and according to the
best of his or her ability. The inspectors shall (a) ascertain the number of
shares outstanding and the voting power of each, (b) determine the shares
represented at the meeting and the validity of proxies and ballots, (c) count
all votes and ballots, (d) determine and retain for a reasonable period a record
of the disposition of any challenges made to any determination by the
inspectors, and (e) certify their determination of the number of shares
represented at the meeting and their count of all votes and ballots. The
inspectors may appoint or retain other persons or entities to assist the
inspectors in the performance of their duties. The date and time of the opening
and the closing of the polls for each matter upon which the Stockholders will
vote at a meeting shall be determined by the person presiding at the meeting and
shall be announced at the meeting. No ballot, proxies or votes, or any
revocation thereof or change thereto, shall be accepted by the inspectors after
the closing of the polls unless the Court of Chancery of the State of Delaware
upon application by a Stockholder shall determine otherwise.


2.12 Conduct of Meetings. (a) At each meeting of Stockholders, the Chairman of
the Board, or if there is no Chairman of the Board or if there be one and the
Chairman of the Board is absent, the Vice Chairman of the Board, or if there is
no Vice Chairman of the Board or if there be one and the Vice Chairman of the
Board is absent, the Chairman of the Executive Committee, or if there is no
Chairman of the Executive Committee or if there be one and the Chairman of the
Executive Committee is absent, the Vice Chairman of the Executive Committee, or
if there is no Vice Chairman of the Executive Committee or if there be one and
the Vice Chairman of the Executive Committee is absent, the President, or if
there is no President or if there be one and the President is absent, a Vice
President, and in case more than one Vice President shall be present, that Vice
President designated by the Board (or in the absence of any such designation,
the most senior Vice President, based on time served in such office, present),
shall act as chairman of the meeting. The Secretary, or in his or her absence
one of the Assistant Secretaries, shall act as secretary of the meeting. In case
none of the officers above designated to act as chairman or secretary of the
meeting, respectively, shall be present, a chairman or a secretary of the
meeting, as the case may be, shall be chosen by a majority of the votes cast at
such meeting by the holders of shares of capital stock present in person or
represented by proxy and entitled to vote at the meeting.

(b) Only persons who are nominated in accordance with the following procedures
shall be eligible for election as Directors. Nominations of persons for election
to the Board may be made (i) by or at the direction of the Board, (ii) by any
nominating committee or person appointed by the Board or (iii) by any
Stockholder of the Corporation entitled to vote for the election of Directors at
the meeting who complies with the provisions of the following paragraph (persons
nominated in accordance with (iii) above are referred to herein as "Stockholder
nominees").

      In addition to any other applicable requirements, all nominations of
Stockholder nominees must be made by written notice given by or on behalf of a
Stockholder of record of the Corporation (the "Notice of Nomination"). The
Notice of Nomination must be delivered personally to, or mailed to, and received
at the principal executive offices of the Corporation, addressed to the
attention of the Secretary. To be timely, Notice of Nomination must have been
received by the Secretary of the Corporation (a) in the case of an annual
meeting, not less than 60 nor more than 90 days in advance of the first
anniversary of the previous year's annual meeting; provided, however, that in
the event that the date of the annual meeting is changed by more than 30 days
from such anniversary date, the Notice of Nomination to be timely must have been
received by the Secretary of the Corporation no later than the close of business
on the 10th day following the day on which public announcement of the date of
such meeting is first made; and (b) in the case of a special meeting at which
directors are to be elected, not later than the close of business on the fifth
day following such public announcement. Each such notice shall set forth: (i)
the name and address, as they appear on the Corporation's books, of the
Stockholder who intends to make the nomination and the name(s) and address(es)
of the person or persons to be nominated; (ii) a representation that the
Stockholder is a holder of record of shares of the Corporation and the number
and class so held and will be entitled to vote at such meeting and intends to
appear in person or by proxy at the meeting and nominate the person or persons
specified in the notice; (iii) the class and number of shares of the Corporation
that are beneficially owned by the Stockholder; (iv) a description of all
arrangements or understandings between the Stockholder and each nominee and any
other person or persons (naming such person or persons) pursuant to which the
nomination or nominations are to be made by the Stockholder; (v) such other
information regarding each nominee proposed by such Stockholder as would be
required to be included in a definitive proxy statement filed pursuant to the
proxy rules of the Securities and


Exchange Commission had the nominee been nominated, or intended to be nominated,
by the Board of Directors; and (vi) the consent of each nominee to serve as a
director of the Corporation, if so elected. In addition, the Stockholder making
such nomination shall promptly provide any other information reasonably
requested by the Corporation. Notwithstanding anything in these By-laws to the
contrary, no person shall be eligible for election as a director of the
Corporation unless nominated in accordance with the procedures set forth in this
Section 2.12(b). Notwithstanding the foregoing provisions of this By-law, a
Stockholder shall also comply with all applicable requirements of the Exchange
Act (as hereinafter defined) and the rules and regulations thereunder with
respect to the matters set forth in this By-law. Nothing in this By-law shall be
deemed to affect any rights of the holders of any series of Preferred Stock to
elect directors under specified circumstances. Except as otherwise required by
law, the chairman of any meeting of Stockholders shall have the power and duty
(i) to determine whether a nomination was made in accordance with the
requirements set forth in this By-law and (ii) if any proposed nomination was
not made in compliance with this By-law, to declare that such defective
nomination shall be disregarded.

(c) At any meeting of Stockholders, only such business shall be conducted as
shall have been properly brought before the meeting. To be properly brought
before a meeting of Stockholders, (i) business must be specified in the notice
of meeting (or any supplement thereto) given by or at the direction of the
Board, (ii) otherwise properly brought before the meeting by or at the direction
of the Board or (iii) otherwise properly brought before the meeting by a
Stockholder in accordance with the terms of the following paragraph (business
brought before the meeting in accordance with (iii) above is referred to as
"Stockholder business").

      In addition to any other applicable requirements, all proposals of
Stockholder business must be made by written notice given by or on behalf of a
Stockholder of record of the Corporation (the "Notice of Business"). To be
timely, a Stockholder's notice must have been received by the Secretary of the
Corporation not less than 60 nor more than 90 days in advance of the first
anniversary of the previous year's annual meeting; provided, however, that in
the event that the date of the annual meeting is changed by more than 30 days
from such anniversary date, notice by the stockholder to be timely must have
been received no later than the close of business on the 10th day following the
day on which public announcement of the date of such meeting is first made. Such
Notice of Business shall set forth (i) the name and record address of the
Stockholder proposing such Stockholder business; (ii) a representation that the
Stockholder is a holder of record of shares of the Corporation and the number
and class so held and will be entitled to vote at such meeting and intends to
appear in person or by proxy at the meeting; (iii) the class and number of
shares of the Corporation that are beneficially owned by the Stockholder; (iv) a
brief description of the Stockholder business desired to be brought before the
annual meeting and the reasons for conducting such Stockholder business at the
annual meeting, and; (v) any material interest of the Stockholder in such
Stockholder business. Notwithstanding anything in these By-laws to the contrary,
no business shall be conducted at the annual meeting of Stockholders except in
accordance with the procedures set forth in this Section 2.12(c), provided,
however, that nothing in this Section 2.12(c) shall be deemed to preclude
discussion by any Stockholder of any business properly brought before the annual
meeting in accordance with said procedure. In addition, the Stockholder making
such proposal shall promptly provide any other information reasonably requested
by the Corporation. Only such business shall be conducted at any annual meeting
of Stockholders as shall have been brought before such meeting in accordance
with the requirements set forth in this By-law. Notwithstanding the foregoing
provisions of this By-law, a Stockholder shall also comply with all applicable
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and the rules and regulations thereunder with respect to the matters set
forth in this By-law. Nothing in this By-law shall be deemed to affect any
rights of any Stockholder to request inclusion of a proposal in the
Corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act.
Except as otherwise required by law, the chairman of any annual meeting of
Stockholders shall have power and duty (i) to determine whether any business
proposed to be brought before the meeting was brought in accordance with the
requirements set forth in this By-law and (ii) if any proposed business was not
brought in compliance with this By-law to declare that such defective proposal
shall be disregarded. For purposes of this By-law and the next preceding By-law,
"public announcement" shall mean disclosure in a press release reported by the
Dow Jones News Service, the Associated Press or any comparable national news
service or in a document publicly filed by the Corporation with the Securities
and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

2.13 Order of Business. The order of business at all meetings of Stockholders
shall be as determined by the chairman of the meeting, but the order of business
to be followed at any meeting at which a quorum is present may


be changed by a majority of the votes cast at such meeting by the holders of
shares of capital stock present in person or represented by proxy and entitled
to vote at the meeting.

2.14 Action by Stockholders. Any action required or permitted by the General
Corporation Law to be taken at any annual or special meeting of Stockholders of
the Corporation may be taken without a meeting if Stockholders holding a
majority of the voting shares consent thereto in writing, and the writing or
writings are filed with the minutes of meetings of Stockholders.

                                    ARTICLE 3
                                    DIRECTORS

3.1 General Powers. Except as otherwise provided in the Certificate of
Incorporation or these By-laws, the business and affairs of the Corporation
shall be managed by or under the direction of the Board. The Board may adopt
such rules and regulations, not inconsistent with the Certificate of
Incorporation or these By-laws or applicable laws, as it may deem proper for the
conduct of its meetings and the management of the Corporation. In addition to
the powers expressly conferred by these By-laws, the Board may exercise all
powers and perform all acts that are not required, by these By-laws or the
Certificate of Incorporation or by statute, to be exercised and performed by the
Stockholders.

3.2 Number; Qualification; Term of Office. The Board shall consist of not less
than 2 or more than 10 members. Until another number is fixed by Board or
stockholders in accordance with the next following sentence, the Board shall
consist of 10 members. The exact number of Directors within the minimum and
maximum limitations specified in the preceding sentence shall be fixed from time
to time by resolution adopted at any meeting of the stockholders or by a
majority of the entire Board then in office, whether on not present at a
meeting. The term of office of each director shall expire at the first annual
meeting of Stockholders of the Corporation next following the director's
election. The Board shall elect a Chairman of the Board who will serve as a
non-executive Chairman of the Board.

3.3 Election. Directors shall, except as otherwise required by statute or by the
Certificate of Incorporation, be elected by a plurality of the votes cast at a
meeting of Stockholders by the holders of shares present in person or
represented by proxy at the meeting and entitled to vote in the election.

3.4 Newly Created Directorships and Vacancies. Unless otherwise provided in the
Certificate of Incorporation, newly created Directorships resulting from any
increase in the authorized number of Directors and vacancies occurring in the
Board for any other reason, may be filled by a resolution adopted at any meeting
of the stockholders or by the affirmative votes of a majority of the entire
Board, although less than a quorum, or by a sole remaining Director, and
Directors so chosen shall hold office for a term expiring at the next following
annual meeting of Stockholders, or, in each case until their respective
successors are duly elected and qualified, or until the respective Directors'
earlier death, resignation or removal.

3.5 Resignation. Any Director may resign at any time by written notice to the
Corporation. Such resignation shall take effect at the time therein specified,
and, unless otherwise specified in such resignation, the acceptance of such
resignation shall not be necessary to make it effective.

3.6 Removal. Any one or more or all of the Directors may be removed, at any
time, with or without cause by the Stockholders having at least a majority in
voting power of the then issued and outstanding shares of capital stock of the
Corporation.

3.7 Compensation. Each Director, in consideration of his or her service as such,
shall be entitled to receive from the Corporation such amount per annum or such
fees for attendance at Directors' meetings, or both, as the Board may from time
to time determine, together with reimbursement for the reasonable out-of-pocket
expenses, if any incurred by such Director in connection with the performance of
his or her duties. Each Director who shall serve as a member of any committee of
Directors in consideration of serving as such shall be entitled to such
additional amount per annum or such fees for attendance at committee meetings,
or both, as the Board may from time to time determine, together with
reimbursement for the reasonable out-of-pocket expenses, if any, incurred by


such Director in the performance of his or her duties. Nothing contained in this
Section 3.7 shall preclude any Director from serving the Corporation or its
subsidiaries in any other capacity and receiving proper compensation therefor.

3.8 Times and Places of Meetings. The Board may hold meetings, both regular and
special, either within or without the State of Delaware. The times and places
for holding meetings of the Board may be fixed from time to time by resolution
of the Board or (unless contrary to a resolution of the Board) in the notice of
the meeting.

3.9 Annual Meetings. On the day when and at the place where the annual meeting
of Stockholders for the election of Directors is held, and as soon as
practicable thereafter, the Board may hold its annual meeting, without notice of
such meeting, for the purposes of organization, the election of officers and the
transaction of other business. The annual meeting of the Board may be held at
any other time and place specified in a notice given as provided in Section 3.11
hereof for special meetings of the Board or in a waiver of notice thereof.

3.10 Regular Meetings. Regular meetings of the Board may be held without notice
at such times and at such places as shall from time to time be determined by the
Board.

3.11 Special Meetings. Special meetings of the Board may be called by the
Chairman of the Board, the Vice Chairman of the Board, the Chairman of the
Executive Committee, the Vice Chairman of the Executive Committee, the President
or the Secretary or by any two or more Directors then serving on at least one
day's notice to each Director given by one of the means specified in Section
3.14 hereof other than by mail, or on at least three business days' notice if
given by mail. Special meetings shall be called by the Chairman of the Board,
President or Secretary in like manner and on like notice on the written request
of any two or more of the Directors then serving.

3.12 Telephone Meetings. Directors or members of any committee designated by the
Board may participate in a meeting of the Board or of such committee by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and participation in a
meeting pursuant to this Section 3.12 shall constitute presence in person at
such meeting.

3.13 Adjourned Meetings. A majority of the Directors present at any meeting of
the Board, including an adjourned meeting, whether or not a quorum is present,
may adjourn such meeting to another time and place. At least one day's notice of
any adjourned meeting of the Board shall be given to each Director whether or
not present at the time of the adjournment, if such notice shall be given by one
of the means specified in Section 3.14 hereof other than by mail, or at least
three days' notice if by mail. Any business may be transacted at an adjourned
meeting that might have been transacted at the meeting as originally called.

3.14 Notice Procedure. Subject to Sections 3.11 and 3.15 hereof, whenever, under
the provisions of any statute, the Certificate of Incorporation or these
By-laws, notice is required to be given to any Director, such notice shall be
deemed given effectively if given in person or by telephone, by mail addressed
to such Director at such Director's address as it appears on the records of the
Corporation, with postage thereon prepaid, or by telegram, telex, telecopy or
similar means addressed as aforesaid.

3.15 Waiver of Notice. Whenever the giving of any notice is required by 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 event as to which such notice is required, shall be deemed equivalent to
notice. Attendance by a person at a meeting shall constitute a waiver of notice
of such meeting except when the person attends a meeting for the express purpose
of objecting, at the beginning of the meeting, to the transaction of any
business on the ground that the meeting has not been lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Directors or a committee of Directors need be
specified in any written waiver of notice unless so required by statute, the
Certificate of Incorporation or these By-laws.

3.16 Organization. At each meeting of the Board, the Chairman of the Board, or
in the absence of the Chairman of the Board, the Chairman of the Executive
Committee, or in the absence of the Chairman of the Board the President, or in
the absence of the President a chairman chosen by a majority of the Directors
present, shall preside.


The Secretary shall act as secretary at each meeting of the Board. In case the
Secretary shall be absent from any meeting of the Board, an Assistant Secretary
shall perform the duties of secretary at such meeting; and in the absence from
any such meeting of the Secretary and all Assistant Secretaries, the person
presiding at the meeting may appoint any person to act as secretary of the
meeting.

3.17 Quorum of Directors. The presence in person of a majority of the entire
Board shall be necessary and sufficient to constitute a quorum for the
transaction of business at any meeting of the Board, but a majority of a smaller
number may adjourn any such meeting to a later date.

3.18 Action by Majority Vote. Except as otherwise expressly required by statute,
the Certificate of Incorporation or these By-laws, the act of a majority of the
Directors present at a meeting at which a quorum is present shall be the act of
the Board.

3.19 Action Without Meeting. Any action required or permitted to be taken at any
meeting of the Board or of any committee thereof may be taken without a meeting
if all Directors or members of such 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 or committee.

3.20 The power to make, alter or repeal these By-laws, and to adopt any new
By-law, shall be vested solely in the stockholders. The power to make, alter or
repeal these By-laws, and to adopt any new By-law, shall not be vested in the
Board of Directors.

                                    ARTICLE 4
                             COMMITTEES OF THE BOARD

4.1 Committees. The Board may, by resolution passed by a vote of the entire
Board, designate one or more committees of the Board, each committee to consist
of one or more of the Directors of the Corporation and shall designate the
following committees of the Board, each committee to consist of one or more of
the Directors of the Corporation:

            (a) Executive Committee. An Executive Committee of the Board to
manage the business of the Company and such Executive Committee shall have all
of the authority customarily delegated to the senior executive officers of a
corporation, subject to oversight of the entire Board. The positions of Chairman
of the Executive Committee and Vice-Chairman of the Executive Committee will be
senior executive officer positions of the Corporation. The Corporation's Chief
Executive Officer will report to the Chairman of the Executive Committee on all
matters under the authority of the Executive Committee. During the term of the
Management Agreement dated as of the date hereof, among the Corporation, Hirsch
& Fox, L.L.C., Gary D. Hirsch and Martin A. Fox, as from time to time
supplemented, amended or modified, the members of the Executive Committee shall
consist of Gary D. Hirsch (Chairman of the Executive Committee), Martin A. Fox
(Vice Chairman of the Executive Committee) and the President of the Corporation.

            (b) Audit Committee. An Audit committee to be composed solely of
independent Directors responsible for reviewing the Company's financial
statements and the selection of the Corporation's independent auditors.

            (c) Compensation and Stock Option Committee. A Compensation and
Stock Option Committee to be composed solely of independent Directors that will
approve all officer compensation arrangements and grants of stock options under
the Company's equity incentive program, taking into account, in each case, the
recommendations of the Executive Committee.

4.2 Alternate Committee Members. 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 such committee. If a member of a committee
shall be absent from any meeting, or disqualified from voting thereat, the
remaining member or


members present and not disqualified from voting, whether or not such member or
members constitute a quorum, may, by a unanimous vote, appoint another member of
the Board to act at the meeting in the place of any such absent or disqualified
member. Any such committee, to the extent provided in the resolution of the
Board passed as aforesaid, shall have and may exercise all the powers and
authority of the Board in the management of the business and affairs of the
Corporation, and may authorize the seal of the Corporation to be impressed on
all papers that may require it, but no such committee shall have the power or
authority of the Board in reference to amending the Certificate of
Incorporation, adopting an agreement of merger or consolidation under section
251 or section 252 of the General Corporation Law, recommending to the
Stockholders (a) the sale, lease or exchange of all or substantially all of the
Corporation's property and assets, or (b) a dissolution of the Corporation or a
revocation of a dissolution, or amending the By-laws of the Corporation; and,
unless the resolution designating it expressly so provides, no such committee
shall have the power and authority to declare a dividend, to authorize the
issuance of stock or to adopt a certificate of ownership and merger pursuant to
Section 253 of the General Corporation Law. Unless otherwise specified in the
resolution of the Board designating a committee, at all meetings of such
committee a majority of the total number of members of the committee shall
constitute a quorum for the transaction of business, and the vote of a majority
of the members of the committee present at any meeting at which there is a
quorum shall be the act of the committee. Each committee shall keep regular
minutes of its meetings. Unless the Board otherwise provides, each committee
designated by the Board may make, alter and repeal rules for the conduct of its
business. In the absence of such rules each committee shall conduct its business
in the same manner as the Board conducts its business pursuant to Article 3 of
these By-laws.

4.3 Committee Minutes. The committees shall keep regular minutes of their
proceedings and report the same to the Board.

                                    ARTICLE 5
                                    OFFICERS

5.1 Positions. The officers of the Corporation shall be a President, a
Secretary, a Treasurer or a Chief Financial Officer and such other officers as
the Board may appoint, including a Chairman of the Board, Vice Chairman of the
Board, a Chairman of the Executive Committee, a Vice Chairman of the Executive
Committee, one or more Vice Presidents and one or more Assistant Secretaries and
Assistant Treasurers, who shall exercise such powers and perform such duties as
shall be determined from time to time by the Board. The Board may designate one
or more Vice Presidents as Executive Vice Presidents and may use descriptive
words or phrases to designate the standing, seniority or areas of special
competence of the Vice Presidents elected or appointed by it. Any number of
offices may be held by the same person unless the Certificate of Incorporation
or these By-laws otherwise provide.

5.2 Appointment. The officers of the Corporation shall be chosen by the Board at
its annual meeting or at such other time or times as the Board shall determine.

5.3 Compensation. The compensation of all officers of the Corporation shall be
fixed by the Board. No officer shall be prevented from receiving a salary or
other compensation by reason of the fact that the officer is also a Director.

5.4 Term of Office. Each officer of the Corporation shall hold office for the
term for which he or she is elected and until such officer's successor is chosen
and qualifies or until such officer's earlier death, resignation or removal. Any
officer may resign at any time upon written notice to the Corporation. Such
resignation shall take effect at the date of receipt of such notice or at such
later time as is therein specified, and, unless otherwise specified, the
acceptance of such resignation shall not be necessary to make it effective. The
resignation of an officer shall be without prejudice to the contract rights of
the Corporation, if any. Any officer elected or appointed by the Board may be
removed at any time, with or without cause, by vote of a majority of the entire
Board. Any vacancy occurring in any office of the Corporation shall be filled by
the Board. The removal of an officer without cause shall be without prejudice to
the officer's contract rights, if any. The election or appointment of an officer
shall not of itself create contract rights.

5.5 Fidelity Bonds. The Corporation may secure the fidelity of any or all of its
officers or agents by bond or otherwise.


5.6 Chairman of the Board. The Chairman of the Board, if one shall have been
appointed, shall preside at all meetings of the Board and shall exercise such
powers and perform such other duties as shall be determined from time to time by
the Board. The Chairman of the Board shall not be an executive officer of the
Corporation.

5.7 Vice Chairman of the Board. The Vice Chairman of the Board, if one shall
have been appointed, shall, in the absence of the Chairman of the Board, preside
at all meetings of the Board and shall exercise such powers and perform such
other duties as shall be determined from time to time by the Board.

5.8 Chairman of the Executive Committee. The Chairman of the Executive Committee
shall be the most senior executive officer of the Corporation and shall,
together with the other members of the Executive Committee, have general
supervision over the business of the Corporation, subject to the oversight of
the Board only. The Chairman of the Executive Committee shall preside at all
meetings of the Executive Committee. The Chairman of the Executive Committee may
sign and execute in the name of the Corporation deeds, mortgages, bonds,
contracts, and other instruments except in cases in which the signing and
execution thereof shall be expressly delegated by the Board or these By-laws to
some other officer or agent of the Corporation or shall be required by statute
or otherwise to be signed or executed and, in general, the Chairman of the
Executive Committee shall perform all duties that are customarily delegated to
senior executive officers of a corporation and such other duties as may from
time to time be assigned to the Chairman of the Executive Committee by the Board
that are consistent with his position.

5.9 Vice Chairman of the Executive Committee. The Vice Chairman of the Executive
Committee shall be a member of the Executive Committee and shall, together with
the other members of the Executive Committee have general supervision over the
business of the Corporation, subject to the oversight of the Chairman of the
Executive Committee and the Board. The Vice Chairman of the Executive Committee
shall preside at all meetings of the Executive Committee at all meetings of the
Executive Committee at which the Chairman of the Executive Committee (if there
is one) is not present. The Vice Chairman of the Executive Committee may sign
and execute in the name of the Corporation deeds, mortgages, bonds, contracts
and other instruments except in cases in which the signing and execution thereof
shall be expressly delegated by the Board, the Executive Committee or these
By-laws to some other officer or agent of the Corporation or shall be required
by statute or otherwise to be signed or executed and, in general, the Vice
Chairman of the Executive Committee shall perform all duties that are
customarily delegated to senior executive officers of a corporation and such
other duties as may from time to time be assigned to the Vice Chairman of the
Executive Committee Chairman by the Executive Committee that are consistent with
his position.

5.10 President. The President shall be the Chief Executive Officer of the
Corporation and shall have general supervision over the business of the
Corporation, subject, however, to the control of the Board and the Executive
Committee. The President may sign and execute in the name of the Corporation
deeds, mortgages, bonds, contracts and other instruments except in cases in
which the signing and execution thereof shall be expressly delegated by the
Board or by these By-laws to some other officer or agent of the Corporation or
shall be required by statute otherwise to be signed or executed and, in general,
the President shall perform all duties incident to the office of President of a
corporation and such other duties as may from time to time be assigned to the
President by the Board and the Executive Committee.

5.11 Vice Presidents. At the request of the President, or, in the President's
absence, at the request of the Board, the Vice Presidents shall (in such order
as may be designated by the Board or, in the absence of any such designation, in
order of seniority based on age) perform all of the duties of the President and,
in so performing, shall have all the powers of, and be subject to all
restrictions upon, the President. Any Vice President may sign and execute in the
name of the Corporation deeds, mortgages, bonds, contracts or other instruments,
except in cases in which the signing and execution thereof shall be expressly
delegated by the Board or by these By-laws to some other officer or agent of the
Corporation, or shall be required by, statute otherwise to be signed or
executed, and each Vice President shall perform such other duties as from time
to time may be assigned to such Vice President by the Board or by the President.


5.12 Secretary. The Secretary shall attend all meetings of the Board and of the
Stockholders and shall record all the proceedings of the meetings of the Board
and of the Stockholders in a book to be kept for that purpose, and shall perform
like duties for committees of the Board, when required. The Secretary shall
give, or cause to be given, notice of all special meetings of the Board and of
the Stockholders and shall perform such other duties as may be prescribed by the
Board or by the President, under whose supervision the Secretary shall be. The
Secretary shall have custody of the corporate seal of the Corporation, and the
Secretary, or an Assistant Secretary, shall have authority to impress the same
on any instrument requiring it, and when so impressed the seal may be attested
by the signature of the Secretary or by the signature of such Assistant
Secretary. The Board may give general authority to any other officer to impress
the seal of the Corporation and to attest the same by such officer's signature.
The Secretary or an Assistant Secretary may also attest all instruments signed
by the President or any Vice President. The Secretary shall have charge of all
the books, records and papers of the Corporation relating to its organization
and management, shall see that the reports, statements and other documents
required by statute are properly kept and filed and, in general, shall perform
all duties incident to the office of Secretary of a corporation and such other
duties as may from time to time be assigned to the Secretary by the Board or by
the President.

5.13 Treasurer or Chief Financial Officer. The Treasurer or Chief Financial
Officer shall have charge and custody of, and be responsible for, all funds,
securities and notes of the Corporation; receive and give receipts for moneys
due and payable to the Corporation from any sources whatsoever; deposit all such
moneys and valuable effects in the name and to the credit of the Corporation in
such depositories as may be designated by the Board; against proper vouchers,
cause such funds to be disbursed by checks or drafts on the authorized
depositories of the Corporation signed in such manner as shall be determined by
the Board and be responsible for the accuracy of the amounts of all moneys so
disbursed; regularly enter or cause to be entered in books or other records
maintained for the purpose full and adequate account of all moneys received or
paid for the account of the Corporation; have the right to require from time to
time reports or statements giving such information as the Treasurer or Chief
Financial Officer may desire with respect to any and all financial transactions
of the Corporation from the officers or agents transacting the same; render to
the President or the Board, whenever the President or the Board shall require
the Treasurer or Chief Financial Officer so to do, an account of the financial
condition of the Corporation and of all financial transactions of the
Corporation; exhibit at all reasonable times the records and books of account to
any of the Directors upon application at the office of the Corporation where
such records and books are kept; disburse the funds of the Corporation as
ordered by the Board; and, in general, perform all duties incident to the office
of Treasurer or Chief Financial Officer of a corporation and such other duties
as may from time to time be assigned to the Treasurer or Chief Financial Officer
by the Board or the President.

5.14 Assistant Secretaries and Assistant Treasurers. Assistant Secretaries and
Assistant Treasurers shall perform such duties as shall be assigned to them by
the Secretary or by the Treasurer or Chief Financial Officer, respectively, or
by the Board or by the President.

                                    ARTICLE 6
                 CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

6.1 Execution of Contracts. The Board, except as otherwise provided in these
By-laws, may prospectively or retroactively authorize any officer or officers,
employee or employees or agent or agents, in the name and on behalf of the
Corporation, to enter into any contract or execute and deliver any instrument,
and any such authority may be general or confined to specific instances, or
otherwise limited.

6.2 Loans. The Board may prospectively or retroactively authorize the President
or any other officer, employee or agent of the Corporation to effect loans and
advances at any time for the Corporation from any bank, trust company or other
institution, or from any firm, corporation or individual, and for such loans and
advances the person so authorized may make, execute and deliver promissory
notes, bonds or other certificates or evidences of indebtedness of the
Corporation, and, when authorized by the Board so to do, may pledge and
hypothecate or transfer any securities or other property of the Corporation as
security for any such loans or advances. Such authority conferred by the Board
may be general or confined to specific instances, or otherwise limited.


6.3 Checks, Drafts, Etc. All checks, drafts and other orders for the payment of
money out of the funds of the Corporation and all evidences of indebtedness of
the Corporation shall be signed on behalf of the Corporation in such manner as
shall from time to time be determined by resolution of the Board.

6.4 Deposits. The funds of the Corporation not otherwise employed shall be
deposited from time to time to the order of the Corporation with such banks,
trust companies, investment banking firms, financial institutions or other
depositories as the Board may select or as may be selected by an officer,
employee or agent of the Corporation to whom such power to select may from time
to time be delegated by the Board.

                                  ARTICLE 7
                             STOCK AND DIVIDENDS

7.1 Certificates Representing Shares. The shares of capital stock of the
Corporation shall be represented by certificates in such form (consistent with
the provisions of Section 158 of the General Corporation Law) as shall be
approved by the Board. Such certificates shall be signed by the Chairman of the
Board, the President or a Vice President and by the Secretary or an Assistant
Secretary or the Treasurer or Chief Financial Officer or an Assistant Treasurer,
and may be impressed with the seal of the Corporation or a facsimile thereof.
The signatures of the officers upon a certificate may be facsimiles, if the
certificate is countersigned by a transfer agent or registrar other than the
Corporation itself or its employee. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon any
certificate shall have ceased to be such officer, transfer agent or registrar
before such certificate is issued, such certificate may, unless otherwise
ordered by the Board, be issued by the Corporation with the same effect as if
such person were such officer, transfer agent or registrar at the date of issue.

7.2 Transfer of Shares. Transfers of shares of capital stock of the Corporation
shall be made only on the books of the Corporation by the holder thereof or by
the holder's duly authorized attorney appointed by a power of attorney duly
executed and filed with the Secretary or a transfer agent of the Corporation,
and on surrender of the certificate or certificates representing such shares of
capital stock properly endorsed for transfer and upon payment of all necessary
transfer taxes. Every certificate exchanged, returned or surrendered to the
Corporation shall be marked "Cancelled," with the date of cancellation, by the
Secretary or an Assistant Secretary or the transfer agent of the Corporation. A
person in whose name shares of capital stock shall stand on the books of the
Corporation shall be deemed the owner thereof to receive dividends, to vote as
such owner and for all other purposes as respects the Corporation. No transfer
of shares of capital stock shall be valid as against the Corporation, its
Stockholders and creditors for any purpose, except to render the transferee
liable for the debts of the Corporation to the extent provided by law, until
such transfer shall have been entered on the books of the Corporation by an
entry showing from and to whom transferred.

7.3 Transfer and Registry Agents. The Corporation may from time to time maintain
one or more transfer offices or agents and registry offices or agents at such
place or places as may be determined from time to time by the Board.

7.4 Lost, Destroyed Stolen and Mutilated Certificates. The holder of any shares
of capital stock of the Corporation shall immediately notify the Corporation of
any loss, destruction, theft or mutilation of the certificate representing such
shares, and the Corporation may issue a new certificate to replace the
certificate alleged to have been lost, destroyed, stolen or mutilated. The Board
may, in its discretion, as a condition to the issue of any such new certificate,
require the owner of the lost, destroyed, stolen or mutilated certificate, or
his or her legal representatives, to make proof satisfactory to the Board of
such loss, destruction, theft or mutilation and to advertise such fact in such
manner as the Board may require, and to give the Corporation and its transfer
agents and registrars, or such of them as the Board may require, a bond in such
form, in such sums and with such surety or sureties as the Board may direct, to
indemnify the Corporation and its transfer agents and registrars against any
claim that may be made against any of them on account of the continued existence
of any such certificate so alleged to have been lost, destroyed, stolen or
mutilated and against any expense in connection with such claim.

7.5 Rules and Regulations. The Board may make such rules and regulations as it
may deem expedient, not


inconsistent with these By-laws or with the Certificate of Incorporation,
concerning the issue, transfer and registration of certificates representing
shares of its capital stock.

7.6 Restriction on Transfer of Stock. A written restriction on the transfer or
registration of transfer of capital stock of the Corporation, if permitted by
Section 202 of the General Corporation Law and noted conspicuously on the
certificate representing such capital stock, may be enforced against the holder
of the restricted capital stock or any successor or transferee of the holder,
including an executor, administrator, trustee, guardian or other fiduciary
entrusted with like responsibility for the person or estate of the holder.
Unless noted conspicuously on the certificate representing such capital stock, a
restriction, even though permitted by Section 202 of the General Corporation
Law, shall be ineffective except against a person with actual knowledge of the
restriction. A restriction on the transfer or registration of transfer of
capital stock of the Corporation may be imposed either by the Certificate of
Incorporation or by an agreement among any number of Stockholders or among such
Stockholders and the Corporation. No restriction so imposed shall be binding
with respect to capital stock issued prior to the adoption of the restriction
unless the holders of such capital stock are parties to an agreement or voted in
favor of the restriction.

7.7 Dividends, Surplus, Etc. Subject to the provisions of the Certificate of
Incorporation and of law, the Board:

7.7.1 may declare and pay dividends or make other distributions on the
outstanding shares of capital stock in such amounts and at such time or times as
it, in its discretion, shall deem advisable giving due consideration to the
condition of the affairs of the Corporation;

7.7.2 may use and apply, in its discretion, any of the surplus of the
Corporation in purchasing or acquiring any shares of capital stock of the
Corporation, or purchase warrants therefor, in accordance with law, or any of
its bonds, debentures, notes, scrip or other securities or evidences of
indebtedness; and

7.7.3 may set aside from time to time out of such surplus or net profits such
sum or sums as, in its discretion, it may think proper, as a reserve fund to
meet contingencies, or for equalizing dividends or for the purpose of
maintaining or increasing the property or business of the Corporation, or for
any purpose it may think conducive to the best interests of the Corporation.

                                    ARTICLE 8
                                 INDEMNIFICATION

8.1 Indemnity Undertaking. To the extent not prohibited by law, the Corporation
shall indemnify any person who is or was made, or threatened to be made, a party
to any threatened, pending or completed action, suit or proceeding (a
"Proceeding"), whether civil, criminal, administrative or investigative,
including, without limitation, an action by or in the right of the Corporation
to procure a judgment in its favor, by reason of the fact that such person, or a
person of whom such person is the legal representative, is or was a Director or
officer of the Corporation, or is or was serving as a director, officer,
employee or agent or in any other capacity at the request of the Corporation for
any other corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise (an "Other Entity") while serving as a Director or officer
of the Corporation, against judgments, fines, penalties, excise taxes, amounts
paid in settlement and costs, charges and expenses (including attorneys' fees
and disbursements) actually and reasonably incurred by such person in connection
with such Proceeding if such person acted in good faith and in a manner such
person believed to be in or not opposed to the best interests of the Corporation
and, with respect to any criminal action or proceeding, had no reasonable cause
to believe his or her conduct was unlawful. To the extent specified by the Board
at any time and to the extent not prohibited by law, the Corporation may
indemnify any person who is or was made, or threatened to be made, a party to
any threatened, pending or completed Proceeding, whether civil, criminal,
administrative or investigative, including, without limitation, an action by or
in the right of the Corporation to procure a judgment in its favor, by reason of
the fact that such person is or was an employee or agent of the Corporation, or
is or was serving as a director, officer, employee or agent or in any other
capacity at the request of the Corporation for any Other Entity, against
judgments, fines, penalties, excise taxes, amounts paid in settlement and costs,
charges and expenses (including attorneys' fees and disbursements) actually and
reasonably incurred by such person in connection with such Proceeding if such
person acted in good faith and in a manner such person believed to be in or not
opposed to the best interests of the


Corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful.

8.2 Advancement of Expenses. The Corporation shall, from time to time, reimburse
or advance to any Director or officer or other person entitled to
indemnification hereunder the funds necessary for payment of expenses, including
attorneys' fees and disbursements, incurred in connection with any Proceeding,
in advance of the final disposition of such Proceeding; provided, however, that,
if required by the General Corporation Law, such expenses incurred by or on
behalf of any Director or officer or other person may be paid in advance of the
final disposition of a Proceeding only upon receipt by the Corporation of an
undertaking, by or on behalf of such Director or officer (or other person
indemnified hereunder), to repay any such amount so advanced if it shall
ultimately be determined by final judicial decision from which there is no
further right of appeal that such Director, officer or other person is not
entitled to be indemnified for such expenses.

8.3 Rights Not Exclusive. The rights to indemnification and reimbursement or
advancement of expenses provided by, or granted pursuant to, this Article 8
shall not be deemed exclusive of any other rights to which a person seeking
indemnification or reimbursement or advancement of expenses may have or
hereafter be entitled under any statute, the Certificate of Incorporation, these
By-laws, any agreement (including any policy of insurance purchased or provided
by the Corporation under which directors, officers, employees and other agents
of the Corporation are covered), any vote of Stockholders or disinterested
Directors or otherwise, both as to action in his or her official capacity and as
to action in another capacity while holding such office.

8.4 Continuation of Benefits. The rights to indemnification and reimbursement or
advancement of expenses provided by, or granted pursuant to, this Article 8
shall continue as to a person who has ceased to be a Director or officer (or
other person indemnified hereunder) and shall inure to the benefit of the
executors, administrators, legatees and distributees of such person.

8.5 Insurance. The Corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of an Other Entity, against any
liability asserted against such person and incurred by such person in any such
capacity, or arising out of such person's status as such, whether or not the
Corporation would have the power to indemnify such person against such liability
under the provisions of this Article 8, the Certificate of Incorporation or
under section 145 of the General Corporation Law or any other provision of law.

8.6 Binding Effect. The provisions of this Article 8 shall be a contract between
the Corporation, on the one hand, and each Director and officer who serves in
such capacity at any time while this Article 8 is in effect and any other person
entitled to indemnification hereunder, on the other hand, pursuant to which the
Corporation and each such Director, officer or other person intend to be, and
shall be legally bound. No repeal or modification of this Article 8 shall affect
any rights or obligations with respect to any state of facts then or theretofore
existing or thereafter arising or any proceeding theretofore or thereafter
brought or threatened based in whole or in part upon any such state of facts.

8.7 Procedural Rights. The rights to indemnification and reimbursement or
advancement of expenses provided by, or granted pursuant to, this Article 8
shall be enforceable by any person entitled to such indemnification or
reimbursement or advancement of expenses in any court of competent jurisdiction.
Neither the failure of the Corporation (including its Board, its independent
legal counsel and its Stockholders) to have made a determination prior to the
commencement of such action that such indemnification or reimbursement or
advancement of expenses is proper in the circumstances nor an actual
determination by the Corporation (including its Board, its independent legal
counsel and its Stockholders) that such person is not entitled to such
indemnification or reimbursement or advancement of expenses shall constitute a
defense to the action or create a presumption that such person is not so
entitled. Such a person shall also be indemnified for any expenses incurred in
connection with successfully establishing his or her right to such
indemnification or reimbursement or advancement of expenses, in whole or in
part, in any such proceeding.


8.8 Service Deemed at Corporation's Request. Any Director or officer of the
Corporation serving in any capacity in (a) another corporation of which a
majority of the shares entitled to vote in the election of its directors is
held, directly or indirectly, by the Corporation or (b) any employee benefit
plan of the Corporation or any corporation referred to in clause (a) shall be
deemed to be doing so at the request of the Corporation.

8.9 Election of Applicable Law. Any person entitled to be indemnified or to
reimbursement or advancement of expenses as a matter of right pursuant to this
Article 8 may elect to have the right to indemnification or reimbursement or
advancement of expenses interpreted on the basis of the applicable law in effect
at the time of the occurrence of the event or events giving rise to the
applicable Proceeding, to the extent permitted by law, or on the basis of the
applicable law in effect at the time such indemnification or reimbursement or
advancement of expenses is sought. Such election shall be made, by a notice in
writing to the Corporation, at the time indemnification or reimbursement or
advancement of expenses is sought; provided, however, that if no such notice is
given, the right to indemnification or reimbursement or advancement of expenses
shall be determined by the law in effect at the time indemnification or
reimbursement or advancement of expenses is sought.

                                    ARTICLE 9
                                BOOKS AND RECORDS

9.1 Books and Records. There shall be kept at the principal office of the
Corporation correct and complete records and books of account recording the
financial transactions of the Corporation and minutes of the proceedings of the
Stockholders, the Board and any committee of the Board. The Corporation shall
keep at its principal office, or at the office of the transfer agent or
registrar of the Corporation, a record containing the names and addresses of all
Stockholders, the number and class of shares held by each and the dates when
they respectively became the owners of record thereof.

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

9.3 Inspection of Books and Records. Except as otherwise provided by law, the
Board shall determine from time to time whether, and, if allowed, when and under
what conditions and regulations, the accounts, books, minutes and other records
of the Corporation, or any of them, shall be open to the Stockholders for
inspection.

                                   ARTICLE 10
                                      SEAL

The corporate seal shall have inscribed thereon the name of the Corporation, the
year of its organization and the words "Corporate Seal, Delaware." The seal may
be used by causing it or a facsimile thereof to be impressed or affixed or
otherwise reproduced.

                                   ARTICLE 11
                                   FISCAL YEAR

The fiscal year of the Corporation shall end on the Saturday closest to January
31 of each year, and may be changed by resolution of the Board.

                                   ARTICLE 12
                              PROXIES AND CONSENTS


Unless otherwise directed by the Board, the Chairman of the Board, the
President, any Vice President, the Secretary or the Treasurer or Chief Financial
Officer, or any one of them, may execute and deliver on behalf of the
Corporation proxies respecting any and all shares or other ownership interests
of any Other Entity owned by the Corporation. Any such officer may appoint such
person or persons as the officer shall deem proper to (a) represent and vote the
shares or other ownership interests so owned by the Corporation at any and all
meetings of holders of shares or other ownership interests of such Other Entity,
whether general or special, and (b) execute and deliver consents respecting such
shares or other ownership interests. Any such officer may also attend any
meeting of the holders of shares or other ownership interests of such Other
Entity and thereat vote or exercise any or all other powers of the Corporation
as the holder of such shares or other ownership interests.

                                   ARTICLE 13
                                EMERGENCY BY-LAWS

Unless the Certificate of Incorporation provides otherwise, the following
provisions of this Article 13 shall be effective during an emergency, which is
defined as when a quorum of the Corporation's Directors cannot be readily
assembled because of some catastrophic event. During such emergency:

13.1 Notice to Board Members. Any one member of the Board or any one of the
following officers: Chairman of the Board, President, any Vice President,
Secretary, or Treasurer or Chief Financial Officer, may call a meeting of the
Board. Notice of such meeting need be given only to those Directors whom it is
practicable to reach, and may be given in any practical manner, including by
publication and radio. Such notice shall be given at least six hours prior to
commencement of the meeting.

13.2 Temporary Directors and Quorum. One or more officers of the Corporation
present at the emergency Board meeting, as is necessary to achieve a quorum,
shall be considered to be Directors for the meeting, and shall so serve in order
of rank, and within the same rank, in order of seniority. In the event that less
than a quorum of the Directors are present (including any officers who are to
serve as Directors for the meeting), those Directors present (including the
officers serving as Directors) shall constitute a quorum.

13.3 Actions Permitted To Be Taken. The Board as constituted in Section 13.2,
and after notice as set forth in Section 13.1 may:
13.3.1 prescribe emergency powers to any officer of the Corporation;

13.3.2 delegate to any officer or Director, any of the powers of the Board;

13.3.3 designate lines of succession of officers and agents, in the event that
any of them are unable to discharge their duties;

13.3.4 relocate the principal place of business, or designate successive or
simultaneous principal places of business; and

13.3.5 take any other convenient, helpful or necessary action to carry on the
business of the Corporation.

                                   ARTICLE 14
                                   AMENDMENTS

Any By-laws may be adopted, amended or repealed by a vote of the Stockholders
having at least a majority in voting power of the then issued and outstanding
shares of capital stock of the Corporation.


Amended and Restated as of _________ __, 1999.