EXHIBIT 3.2

                                                        As amended June 10, 2003

                           ABM INDUSTRIES INCORPORATED

                                     BYLAWS

                                    ARTICLE I
                                     OFFICES

SECTION 1.1. REGISTERED OFFICE. The registered office shall be located in the
City of Wilmington, County of New Castle, State of Delaware.

SECTION 1.2. OTHER OFFICES. The Corporation may also have offices at such other
places both within and without the State of Delaware as the Board of Directors
may from time to time determine or the business of the Corporation may require.

                                   ARTICLE II
                            MEETINGS OF STOCKHOLDERS

SECTION 2.1. PLACE OF MEETING. All meetings of stockholders shall be held at the
principal executive office of the Corporation or at any other place, either
within or without the State of Delaware, as may be designated by the Board of
Directors.

SECTION 2.2. ANNUAL MEETING. The annual meeting of stockholders shall be held on
such date and at such time as the Board of Directors may designate. At each
annual meeting the stockholders shall elect directors to succeed those whose
terms expire in that year and to serve until their successors are elected, and
shall transact such other business as may properly be brought before the
meeting.

SECTION 2.3. NOTICE OF SHAREHOLDER MEETINGS. Written notice of the annual
meeting stating the place, date and hour of the meeting shall be given to each
stockholder entitled to vote at such meeting not less than ten nor more than
sixty days before the date of the meeting. Such notice shall be given either
personally or by mail or other means of written communication, addressed or
delivered to each stockholder entitled to vote at such meeting at the address of
such stockholder appearing on the books of the Corporation or given by him to
the Corporation for the purpose of such notice. If no such address appears or is
given, notice shall be given either personally or by mail or other means of
written communication addressed to the stockholder at the place where the
principal executive office of the Corporation is located. The notice shall be
deemed to have been given at the time when delivered personally or deposited in
the mail or sent by other means of written communication.

SECTION 2.4. BUSINESS AT ANNUAL MEETINGS. At an annual meeting of stockholders,
only such business shall be conducted as shall have been brought before the
meeting (i) pursuant to the Corporation's notice of the meeting, (ii) by or at
the direction of the Board of Directors or (iii) by any stockholder of the
Corporation who is a stockholder of record at the time of giving of the notice
provided for in this Bylaw, who shall be entitled to vote at such meeting and
who shall have complied with the notice procedures set forth in this Bylaw.

For business to be properly brought before an annual meeting by a stockholder
pursuant to Section 2.4(a) of this Bylaw, notice in writing must be delivered or
mailed, postage prepaid, to the Secretary of the Corporation and received at the
principal executive offices of the Corporation not less than 60 days prior to
the first anniversary of the date on which the Corporation first mailed its
proxy materials for the preceding year's annual meeting of stockholders;
provided, however, that in the event that the date of the meeting is advanced by
more than 30 days or delayed by more than 60 days from such meeting's
anniversary date, notice by the stockholder must be received not later than the
close of business on the later of the 60th day prior to such date of mailing of
proxy materials or the 10th day following the day on which public announcement
of the date of the annual meeting is first made. Such stockholder's notice shall
set forth as to each matter the stockholder proposes to bring before the annual
meeting (i) a brief description of the business to be brought before the annual
meeting and the reasons for conducting such business at such meeting; (ii) the
name and address, as they appear on the Corporation's books, of the stockholder
proposing such business, and the name and address of the beneficial owner, if
any, on whose behalf the proposal is made; (iii) the class and number of shares
of the Corporation's stock which are beneficially owned by the stockholder, and
by the beneficial owner, if any, on whose behalf the proposal is made; and (iv)
any material interest of the stockholder, and of the beneficial owner, if any,
on whose behalf the proposal is made, in such business. Business. For purposes
of these Bylaws, "public announcement" shall mean disclosure in a press release
reported by the Dow Jones News Service, Associated Press or comparable news
service or in a document publicly filed by the Corporation with the Securities
and Exchange Commission pursuant to Section 13, 14 or 15(b) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). Notwithstanding anything
in these Bylaws to the contrary, no business shall be conducted at an annual
meeting except in accordance with the procedures set forth in this Bylaw. The
chairman of the meeting may, if the facts warrant, determine that the business
was not properly brought before the meeting in accordance with the provisions of
this Bylaw; and if the chairman should so determine, the chairman shall so
declare to the meeting, and any such business not properly brought before the
meeting shall not be transacted. Notwithstanding the foregoing provisions of
this Bylaw, a stockholder shall 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. Nothing in this Bylaw shall be deemed to affect
any rights of stockholders to request inclusion of proposals in the
Corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act.

SECTION 2.5. LIST OF STOCKHOLDERS. The officer who has charge of the stock
ledger of the Corporation shall prepare and make, at least ten days before every
meeting of


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stockholders, a complete list of stockholders entitled to vote at the meeting,
arranged in alphabetical order, and showing the address of the stockholder and
the number of shares registered in the name of each stockholder. Such list shall
be open to the examination of any stockholder, for any purpose germane to the
meeting, during ordinary business hours, for a period of at least ten days prior
to the meeting, either at a place within the city where the meeting is to be
held, 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.

SECTION 2.6. SPECIAL MEETINGS. Special meetings of the stockholders, for any
purpose or purposes, may be called at any time by the Board of Directors, or by
a committee of the Board of Directors which has been duly designated by the
Board of Directors and whose power and authority, as provided in a resolution of
the Board of Directors, include the power to call such meetings, but such
special meetings may not be called by any other person or persons.

SECTION 2.7. NOTICE OF SPECIAL MEETINGS. Written notice of a special meeting of
stockholders stating the place, date and hour of the meeting and the purpose or
purposes for which the meeting is called shall be given not less than ten nor
more than sixty days before the date of the meeting to each stockholder entitled
to vote at such meeting.

SECTION 2.8. BUSINESS AT SPECIAL MEETINGS. The business transacted at any
special meeting of stockholders shall be limited to the purposes stated in the
notice.

SECTION 2.9. ADJOURNED MEETINGS AND NOTICE THEREOF. Any stockholders' meeting,
annual or special, whether or not a quorum is present, may be adjourned from
time to time by the vote of a majority of the shares represented either in
person or by proxy, but in the absence of a quorum, no other business may be
transacted at such meeting, except as provided in Section 2.10 of these bylaws.
When a stockholders' meeting is adjourned to another time or place, notice of
the adjourned meeting need not be given if the time and place thereof are
announced at the meeting at which the adjournment is taken; except that if the
adjournment is for more than thirty days or if after the adjournment a new
record date is fixed for the adjourned meeting, notice of the adjourned meeting
shall be given to each stockholder of record entitled to vote thereat. At the
adjourned meeting, the Corporation may transact any business which might have
been transacted at the original meeting.

SECTION 2.10. QUORUM. The holders of a majority of the shares issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
certificate of incorporation.

SECTION 2.11. MAJORITY VOTE. If a quorum is present at any meeting, the vote of
the holders of a majority of the shares having voting power, present in person
or represented by proxy, shall decide any question brought before such meeting,
unless a different vote is required on that question by express provision of
statute or of the certificate of


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incorporation, in which case such express provision shall govern and control.
The stockholders present at a duly called or held meeting at which a quorum is
present may continue to do business until adjournment, notwithstanding the
withdrawal of enough stockholders to leave less than a quorum, in any action
taken (other than adjournment) is approved by at least a majority of the shares
required to constitute a quorum, unless a different vote is required as set
forth above.

SECTION 2.12. VOTING. Except as otherwise provided in the certificate of
incorporation and subject to Section 8.4 of these bylaws, each stockholder shall
be entitled to one vote, in person or by proxy, for each share of capital stock
having voting power held by such stockholder, but no proxy shall be voted or
acted upon after three years from its date, unless the proxy provides for a
longer period. Vote may be viva voce or by ballot; provided, however, that
elections for directors must be by ballot. Any holder of shares entitled to vote
on any matter may vote part of the shares in favor of the proposal and refrain
from voting the remaining shares or vote them against the proposal, other than
elections to office but, if the stockholder fails to specify the number of
shares such stockholder is voting affirmatively, it shall be conclusively
presumed that the stockholder's approving vote is with respect to all shares
said stockholder is entitled to vote.

SECTION 2.13. STOCKHOLDER ACTION. Any action required or permitted to be taken
by the stockholders must be effected at a duly called annual or special meeting
of such holders and may not be effected by any consent in writing by such
holders. Attendance of a person at a meeting shall constitute a waiver of notice
of such meeting, except when a person objects, at the beginning of the meeting,
to the transaction of any business because the meeting is not lawfully called or
convened; provided, that attendance at a meeting is not a waiver of any right to
object to the consideration of matters required by law or these bylaws to be
included in the notice but not so included if such objection is expressly made
at the meeting.

SECTION 2.14. PRESIDING OFFICER. The chairman of the Board of Directors, if
there be such officer, shall, if present, call the meetings of the stockholders
to order and shall act as the presiding officer thereof.

SECTION 2.15. SECRETARY. The secretary of the Corporation, if present, shall act
as secretary of all meetings of the stockholders. In the absence of the
secretary, an assistant secretary if present shall act as secretary of the
meetings of the stockholders. In the absence of the secretary or any assistant
secretary, the presiding officer may appoint a person to act as secretary of
such meeting.

SECTION 2.16. CONFIDENTIAL VOTING.

(a) Proxies and ballots that identify the votes of specific stockholders shall
be kept in absolute confidence by the tabulators and the inspectors of election
unless (i) there is an opposing solicitation with respect to the election or
removal of Directors, (ii) disclosure is required by applicable law, (iii) a
stockholder expressly requests or otherwise authorizes


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disclosure of the vote(s) cast by that stockholder, or (iv) the Corporation
concludes in good faith that a bona fide dispute exists as to the authenticity
of one or more proxies, ballots or votes, or as to the accuracy of any
tabulation of such proxies, ballots or votes. Otherwise, no person, group or
entity (including but not limited to any past, present or prospective director,
officer, employee, agent or stockholder of the Corporation) shall be shown, told
or given any information about the vote(s) cast by any specific stockholder.

(b) Comments written on proxies, consents or ballots shall be transcribed and
provided to the secretary of the Corporation with the name and address of the
stockholder. The vote of the stockholder shall not be disclosed at the time any
such comment is provided to the secretary except where such vote is included in
the comment or disclosure is necessary, in the opinion of the inspector, for an
understanding of the comment.

(c) The tabulators and inspectors of election and any authorized agents or other
persons engaged in the receipt, count and tabulation of proxies and ballots
shall be advised of this Bylaw and instructed to comply herewith.

(d) The inspectors of election shall certify, to the best of their knowledge
based on due inquiry, that proxies and ballots have been kept in confidence as
required by this Section 2.16.

(e) Nothing in this Bylaw shall prohibit the inspector from making available to
the Corporation, during the period prior to any annual or special meeting,
information as to which stockholders have not voted and periodic status reports
on the aggregate vote.

                                   ARTICLE III
                                    DIRECTORS

SECTION 3.1. NUMBER OF DIRECTORS, ELECTION AND TERM OF OFFICE. The number of
directors which shall constitute the whole board shall be nine. The Board of
Directors shall be classified, with respect to the time for which they severally
hold office, into three classes, as nearly equal in number as possible, as
determined by the Board of Directors, one class to hold office initially for a
term expiring at the annual meeting of stockholders to be held in 1986, another
class to hold office initially for a term expiring at the annual meeting of
stockholders to be held in 1987, and another class to hold office initially for
a term expiring at the annual meeting of stockholders to be held in 1988, with
the members of each class to hold office until their successors are elected and
qualified.

At each annual meeting of stockholders, the successors of the class of directors
whose term expires at that meeting shall be elected to hold office for a term
expiring at the annual meeting of stockholders held in the third year following
the year of their election.

The term "entire board" as used in these bylaws means the total number of
directors which the Corporation would have if there were no vacancies.


5

SECTION 3.2. VACANCIES. A vacancy in the Board of Directors shall be deemed to
exist in case of the death, resignation, or removal of any director, or if the
authorized number of directors be increased, or if the stockholders fail at any
annual or special meeting of stockholders to elect the full authorized number of
directors to be voted for at that meeting. Unless otherwise provided in the
certificate of incorporation, vacancies and newly created directorships
resulting from any increase in the authorized number of directors may be filled
by a majority of the directors then in office, although less than a quorum, or
by a sole remaining director, and any director so chosen shall hold office until
the next election of the class for which he was chosen and until his successor
is fully elected and qualified, unless sooner displaced. If at any time the
Corporation should have no directors in office, then an election of directors
may be held in the manner provided by statute. If, at the time of filling any
vacancy or any newly created directorship, the directors then in office
constitute less than a majority of the entire board (as constituted immediately
prior to any such increase), the Court of the Chancery may upon application of
any stockholder or stockholders holding at least ten percent (10%) of the total
number of the shares at the time outstanding having the right to vote for such
directors, summarily order an election to be held to fill any such vacancies or
newly created directorships or to replace the directors chosen by the directors
then in office.

SECTION 3.3. POWERS. The business and affairs of the Corporation shall be
managed by its Board of Directors which may exercise all such powers of the
Corporation and do all such lawful acts and things as are not by statute or by
the certificate of incorporation or by these bylaws directed or required to be
exercised or done by the stockholders.

SECTION 3.4. COMPENSATION OF DIRECTORS. The Board of Directors shall have the
authority to fix the compensation of directors. No such compensation shall
preclude any director from serving the Corporation in any other capacity and
receiving compensation therefor.

SECTION 3.5. RESIGNATION. Any director may resign effective upon giving written
notice to the chief executive officer, the secretary, or the Board of Directors
of the Corporation, unless the notice specifies a later time for the
effectiveness of such resignation. If the resignation is effective at a future
time, a successor may be elected to take office when the resignation becomes
effective.

SECTION 3.6. NOMINATIONS OF DIRECTORS. Only persons who are nominated in
accordance with the procedures set forth in these Bylaws shall be eligible for
election as directors. Nominations of persons for election to the Board of
Directors may be made at a meeting of stockholders (i) by the Board of Directors
or a committee appointed by the Board of Directors authorized to make such
nominations or (ii) by any stockholder of the Corporation who is a stockholder
of record at the time of giving of the notice provided for in this Bylaw, who
shall be entitled to vote for the election of directors at the meeting and who
complies with the notice procedures set forth in this Bylaw. Nominations by
stockholders shall be made pursuant to notice in writing, delivered or mailed,
postage prepaid, to the Secretary of the Corporation and received at the
principal executive offices of the Corporation (i) in the case of an annual
meeting, not less than 60 days prior


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to the first anniversary of the date on which the Corporation first mailed its
proxy materials for the preceding year's annual meeting of stockholders,
provided, however, that in the event that the date of the meeting is advanced by
more than 30 days or delayed by more than 60 days from such anniversary date,
notice by the stockholder must be received not later than the close of business
on the later of the 60th day prior to such date of mailing of proxy materials or
the 10th day following the day on which public announcement of the date of the
meeting is first made; or (ii) in the case of a special meeting at which
directors are to be elected, not later than the close of business on the later
of the 60th day prior to such special meeting or the 10th day following the day
on which public announcement of the date of the meeting and of the nominees
proposed by the Board of Directors to be elected at such meeting is first made.
Such stockholder's notice shall set forth (i) the name and address of the
stockholder who intends to make the nomination and of the person or persons to
be nominated; (ii) a representation that the stockholder is a holder of record
of stock of the Corporation entitled to vote at such meeting and intends to
appear in person or by proxy at the meeting to nominate the person or persons
specified in the notice; (iii) 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; (iv) such other information
regarding each nominee proposed by such stockholder as would be required to be
included in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission, had the nominee been nominated, or intended
to be nominated by the Board of Directors; and (v) the written consent of such
nominee to serve as a director of the Corporation if elected. At the request of
the Board of Directors, or any committee appointed by the Board of Directors
authorized to make such nominations, any person nominated by the Board of
Directors, or such committee, for election as a director shall furnish to the
Secretary of the Corporation that information required to be set forth in a
stockholder's notice of nomination that pertains to the nominee. Notwithstanding
anything in this Bylaw to the contrary, in the event that the number of
directors to be elected to the Board of Directors of the Corporation is
increased and there is no public statement naming all the nominees for Director
or specifying the size of the increased Board of Directors made by the
Corporation at least 70 days prior to the first anniversary of the preceding
year's annual meeting, a stockholder's notice required by this Bylaw shall also
be considered timely, but only with respect to nominees for any new positions
created by such increase, if it shall be delivered to the Secretary at the
principal executive offices of the Corporation not later than the close of
business on the 10th day following the day on which such public announcement is
first made by the Corporation.

No person shall be eligible for election as a director of the Corporation unless
nominated in accordance with the procedures set forth in these Bylaws. The
chairman of the meeting may, if the facts warrant, determine that a nomination
was not made in accordance with the procedures prescribed in this Bylaw; and if
the chairman should so determine, the chairman shall so declare to the meeting,
and the defective nomination shall be disregarded. Notwithstanding the foregoing
provisions of this Bylaw, a stockholder shall 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.


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                                   ARTICLE IV
                       MEETINGS OF THE BOARD OF DIRECTORS

SECTION 4.1. PLACE OF MEETING. The Board of Directors of the Corporation may
hold meetings, both regular and special, either within or without the State of
Delaware.

SECTION 4.2. ORGANIZATION MEETING. Immediately after each annual meeting of
stockholders, the Board of Directors shall hold a regular meeting for the
purpose of organization, electing officers and transacting other business. No
notice of such meeting need be given. In the event such meeting is not so held,
the meeting may be held at such time and place as shall be specified in a notice
given as hereafter provided for special meetings of the Board of Directors, or
as shall be specified in a written waiver signed by all of the directors.

SECTION 4.3. REGULAR MEETINGS. Regular meetings of the Board of Directors may be
held at such time and at such place as shall from time to time be determined by
the Board of Directors; provided, however, that if the date so designated falls
upon a legal holiday, then the meeting shall be held at the same time and place
on the next succeeding day which is not a legal holiday. Such regular meetings
may be held without notice.

SECTION 4.4. SPECIAL MEETINGS. Special meetings of the Board of Directors may be
called by the chairman of the board of directors, chairman of the executive
committee of the Board of Directors, the chief executive officer or the
president or on the written request of the directors constituting a majority of
the entire board.

SECTION 4.5. NOTICE OF SPECIAL MEETINGS. Notice of the time and place of special
meetings of the Board of Director shall be delivered personally to each
director, or sent to each director by mail, telephone, or telegraph. In case
such notice is sent by mail or telegraphed it shall be deposited in the United
States mail or delivered to the telegraph company in the place in which the
principal office of the Corporation is located at least 48 hours prior to the
time of the holding of the meeting. In case such notice is delivered personally
or by telephone, it shall be so delivered at least 24 hours prior to the time of
the holding of the meeting. Such notice shall not be necessary if appropriate
waivers, consents and/or approvals are filed in accordance with Section 4.6 of
these bylaws.

SECTION 4.6. WAIVER OF NOTICE. Notice of a meeting need not be given to any
director who signs a waiver of notice, whether before or after the meeting, or
who attends the meeting without protesting, prior thereto or at its
commencement, the lack of notice to such director. The transactions of any
meeting of the Board of Directors, however called and noticed or wherever held,
shall be as valid as though had at a meeting duly held after regular call and
notice if a quorum is present and if, either before or after the meeting, each
of the directors not present signs a written waiver of notice, a consent to
holding the meeting or an approval of the minutes thereof. All such waivers,
consents and approvals shall be filed with the corporate records or made a part
of the minutes of the meeting.


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SECTION 4.7. QUORUM. At all meetings of the board, the presence of one-third of
the entire board shall constitute a quorum for the transaction of business, and
the act of a majority of the directors present at any meetings at which there is
a quorum shall be the act of the Board of Directors, except as may be otherwise
specifically provided by statute or by the certificate of incorporation. If a
quorum shall not be present at any meeting of the Board of Directors, the
directors present thereat may adjourn the meeting without notice other than
announcement at the meeting, until a quorum shall be present. A meeting at which
a quorum is initially present may continue to transact business, notwithstanding
the withdrawal of directors, if any action taken is approved by at least a
majority of the required quorum for such meeting.

SECTION 4.8. ADJOURNMENT. Any meeting of the Board of Directors, whether or not
a quorum is present, may be adjourned to another time and place by the vote of a
majority of the directors present. Notice of the time and place of the adjourned
meeting need not be given to absent directors if said time and place are fixed
at the meeting adjourned.

SECTION 4.9. ACTION WITHOUT MEETING. Unless otherwise restricted by the
certificate of incorporation or these bylaws, any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting, if all members of the board or committee, as the
case may be, consent thereto in writing, and the writing or writings are filed
with the minutes of proceedings of the board or committee.

SECTION 4.10. CONFERENCE COMMUNICATION. Unless otherwise restricted by the
certificate of incorporation or these bylaws, members of the Board of Directors
or any committee designated by the board may participate in a meeting of the
Board of Directors or committee by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear one another. Participation in a meeting pursuant to this action
shall constitute presence in person at such meeting.

                                    ARTICLE V
                             COMMITTEES OF DIRECTORS

SECTION 5.1. COMMITTEES OF DIRECTORS. The Board of Directors may, by resolution
passed by a majority of the entire board, designate one or more committees, each
committee to consist of one or more of the directors of the Corporation. The
Board of Directors may designate one or more directors as alternate members of
any committee, who may replace any absent or disqualified member at any meeting
of the committee. In the absence or disqualification of a member of a committee,
the member or members thereof present at any meeting and not disqualified from
voting, whether or not such member or members constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member. Any such
committee, to the extent provided in the resolutions of the Board of Directors,
shall have


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and may exercise all the power and authority of the Board of Directors in the
management of the business and affairs of the Corporation, and may authorize the
seal of the Corporation to be affixed to all papers which may require it; but no
such committee shall have the power or authority in reference to amending the
certificate of incorporation, adopting an agreement of merger or consolidation,
recommending to the stockholders the sale, lease or exchange of substantially
all of the Corporation's property and assets, recommending to the stockholders a
dissolution of the Corporation or a revocation of a dissolution, or amending the
bylaws of the Corporation and, unless the resolution or the certificate of
incorporation expressly so provide, no such committee shall have the power or
authority to declare a dividend or to authorize the issuance of stock. Such
committee or committees shall have such name or names as may be determined from
time to time by resolution adopted by the Board of Directors.

SECTION 5.2. COMMITTEE MINUTES. Each committee shall keep regular minutes of its
meetings and report the same to the Board of Directors when required.

SECTION 5.3. AUDIT COMMITTEE. There shall be an Audit Committee comprised of at
least three members of the Board. The members will be appointed by and serve at
the pleasure of the Board. The Audit Committee shall oversee the corporate
financial reporting process and the internal and external audits of the
Corporation. The Audit Committee will undertake those specific duties,
responsibilities and processes described in the Audit Committee Charter adopted
by this Board and such other duties as the Board of Directors from time to time
may prescribe.

SECTION 5.4 EXECUTIVE COMMITTEE. There shall be an Executive Committee of the
Board of Directors that shall include a minimum of any three directors appointed
from time to time by the Board. Any outside director or directors may attend any
meeting of the Executive Committee as participants; however, a quorum shall be
determined without regard to the attendance of such outside director or
directors. If more than one outside director attends a meeting of the Executive
Committee, only the director with the longest service on the Board of Directors
shall have a vote on matters coming before the Executive Committee.

The functions of the Executive Committee shall be to exercise all power and
authority of the Board in the management of the business and affairs of the
Corporation, except for: (a) any functions delegated to other committees of the
Board. (b) amending the Articles or Certificate of Incorporation, (c) adopting
an agreement of merger or consolidation, (d) recommending to the stockholders
the sale, lease or exchange of substantially all of the Corporation's property
and assets, (e) recommending to the stockholders a dissolution of the
Corporation or a revocation of a dissolution, (f) amending the Bylaws of the
Corporation, (g) declaring a dividend, or (h) authorizing the issuance of stock
in the Corporation.

SECTION 5.5. EXECUTIVE OFFICER COMPENSATION & STOCK OPTION COMMITTEE. There
shall be an Executive Officer Compensation & Stock Option Committee of the Board
of Directors that shall include a minimum of any three independent directors
appointed from


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time to time by the Board. The functions of the Executive Officer Compensation &
Stock Option Committee shall be to: (a) review and recommend to the Board the
compensation and other contractual terms and conditions for employment of the
Corporation's executive officers, (b) review and recommend to the Board the
compensation and other contractual terms and conditions for employment of any
and all former executive officers of the company who resume service to the
Company as independent contractors or non-officer employees, (c) review the
compensation and other contractual terms and conditions for employment of other
corporate or subsidiary officers whose annual cash compensation exceeds
$250,000, (d)to administer the Corporation's stock option plans and authorize
grants thereunder, and (e) to administer the Corporation's employee stock
purchase plan.

SECTION 5.6 NOMINATING, GOVERNANCE & SUCCESSION COMMITTEE. There shall be a
Nominating, Governance & Succession Committee of the Board of Directors that
shall include a minimum of any three independent directors appointed from time
to time by the board. The functions of the Nominating, Governance & Succession
Committee shall be to: (a) make recommendations to the board as to the optimal
number of directors on the Board, (b) review and recommend criteria for the
reelection of incumbent directors, (c) have jurisdiction over the compensation
of directors, (d)review and recommend executive officer succession, and (e) be
responsible for all matters of corporate governance.

                                   ARTICLE VI
                                    OFFICERS

SECTION 6.1 OFFICERS. The officers of the Corporation shall be a chief executive
officer, a president, a chairman of the Board, one or more executive vice
presidents, one or more senior vice presidents, one or more vice presidents, a
secretary, a controller, and a treasurer, each of whom shall be an executive
officer of the Corporation appointed by the Board of Directors. The Corporation
may also have one or more assistant vice presidents, one or more assistant
secretaries, one or more assistant controllers, and one or more assistant
treasurers, each of whom shall be an assistant officer of the Corporation
appointed by the Executive Committee of the Board of Directors. Any number of
offices may be held by the same person, unless the certificate of incorporation
or these bylaws otherwise provide.

SECTION 6.2 ELECTION. The Board of Directors at its first meeting after each
annual meeting of stockholders shall elect all principal officers for the
ensuing year and shall designate a chief executive officer and a chief financial
officer. At its first meeting after each annual meeting of stockholders, the
Executive Committee shall elect all assistant officers.

SECTION 6.3 OTHER OFFICERS. The Board of Directors may appoint such other
officers and agents as it shall deem necessary and they shall hold their offices
for such terms and shall exercise such powers and perform such duties as shall
be determined from time to time by the Board of Directors.


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SECTION 6.4 TERM. Subject to an applicable written employment agreement, if any,
between the Corporation and any principal officer elected or appointed by the
Board of Directors or any assistant officer appointed by the Executive Committee
of the Board of Directors, said officer may be removed at any time, either with
or without cause, by the affirmative vote of a majority of the Board of
Directors or of the Executive Committee of the Board of Directors, respectively.
Any vacancy occurring in any office of the Corporation shall be filled by the
Board of Directors or by the Executive Committee of the Board of Directors
pursuant to the requirements of Section 6.1 of this Article VI. Compensation and
other terms and conditions of employment of any principal officer shall be
subject to approval of the Officer Compensation and Stock Option Committee and
the Board of Directors. Compensation and other terms and conditions of
employment of assistant officers shall be subject to approval of the Executive
Committee of the Board of Directors.

SECTION 6.5 THE CHAIRMAN OF THE BOARD OF DIRECTORS. The chairman of the Board of
Directors shall be responsible to the Board of Directors, shall prepare
communications to the Board, and with input from the Executive Committee, shall
prepare agenda for meetings of the Board of Directors. The Chairman of the Board
of Directors shall be a member of the Executive Committee and shall preside over
all meetings of the Board of Directors and of the stockholders. At the request
of the President and Chief Executive Officer, the Chairman shall assist him in
communications with stockholders, the press and the investment community. The
chairman shall exercise and perform such other powers and duties as may, from
time to time, be assigned to him by the Board of Directors or prescribed by
these bylaws.

SECTION 6.6 THE PRESIDENT. The president shall have general and active
management over the business and affairs of the corporation, subject, however,
to the powers and authority of the chief executive officer and to the control of
the Board of Directors. In the absence or disability of the chief executive
officer, the president shall perform the duties of the chief executive officer,
and when so acting, shall have all the powers of, and be subject to all the
restrictions upon, the chief executive officer.

SECTION 6.7 THE SENIOR VICE PRESIDENTS. In the absence of the chairman of the
board or any executive vice presidents, the senior vice presidents, in order of
their rank as fixed by the board of directors, or, if not ranked, the senior
vice president designated by the Board of Directors shall perform the duties of
the president, and when so acting shall have all the powers of, and be subject
to all the restrictions upon the president. The senior vice presidents shall
have such other powers and perform such other duties as from time to time may be
prescribed for them respectively by the Executive Committee of the Board of
Directors.

SECTION 6.8 THE VICE PRESIDENTS. The vice presidents shall have such powers and
perform such duties as may from time to time be prescribed by the Executive
Committee of the Board of Directors.


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SECTION 6.9 THE SECRETARY. The secretary shall keep, or cause to be kept, a book
of minutes in written form of the proceedings of the Board of Directors,
committees of the board, and stockholders. Such minutes shall include all
waivers of notice, consents to the holding of meeting, or approvals of the
minutes of meetings executed pursuant to these bylaws or statute. The secretary
shall keep, or cause to be kept, at the principal executive office or at the
office of the Corporation's transfer agent or registrar, a record of its
stockholders, giving the names and addresses of all stockholders, and the number
and class of shares held by each.

The secretary shall give, or cause to be given, notice of all meetings of the
stockholders and of the Board of Directors required by these bylaws or by law to
be given, and shall keep the seal of the Corporation in safe custody, and shall
have such other powers and perform such other duties as may be prescribed by the
Board of Directors or these bylaws.

SECTION 6.10 THE ASSISTANT SECRETARY. The assistant secretary shall have all the
powers and perform all the duties of the secretary in the absence or inability
of the secretary to act.

SECTION 6.11 THE CONTROLLER. The Controller of the Corporation shall be the
general manager of the accounting, tax and internal audit functions of the
Corporation and its subsidiaries, subject to the control of the chief financial
officer. The controller shall have such other powers and perform such other
duties as from time to time may be prescribed by the chief financial officer.

SECTION 6.12 THE TREASURER. The treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Company and shall deposit
all monies and other valuables in the name and to the credit of the Company. The
treasurer shall also have such other powers and perform such other duties as may
be prescribed by the Executive Committee of the Board of Directors.

                                   ARTICLE VII
                          INDEMNIFICATION OF DIRECTORS,
                         OFFICERS, EMPLOYEES AND AGENTS

SECTION 7.1. ACTIONS, SUITS OR PROCEEDINGS OTHER THAN BY OR IN THE RIGHT OF THE
CORPORATION. The Corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation) by reason of the
fact that he is or was or has agreed to become a director, officer, employee or
agent of the Corporation, or is or was serving or has agreed to serve at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, or by reason
of any action alleged to have been taken or omitted in such capacity, against
costs,


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charges, expenses (including attorneys' fees) judgments, fines and amounts paid
in settlement actually and reasonably incurred by him or on his behalf in
connection with such action, suit or proceeding and any appeal therefrom, if he
acted in good faith and in a manner he reasonably 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 conduct
was unlawful; provided however, that the foregoing indemnity shall not be
applicable as to any person who is or was or agreed to become an employee or
agent of the Corporation (other than employees or agents who are or were also
officers or directors of the Corporation), or is or was serving or agreed to
serve at the request of the Corporation as an employee or agent of another
corporation, partnership, joint venture, trust or other enterprise (other than
employees or agents who are or were also officers or directors of any such other
corporation, partnership, joint venture, trust or enterprise), unless and until
such indemnity is specifically approved by the Board of Directors. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

SECTION 7.2. ACTIONS OR SUITS BY OR IN THE RIGHT OF THE CORPORATION. The
Corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or suit by or in
the right of the Corporation to procure a judgment in its favor by reason of the
fact that he is or was or has agreed to become a director, officer, employee or
agent of the Corporation, or is or was serving or has agreed to serve at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, or by reason
of any action alleged to have been taken or omitted in such capacity, against
costs, charges and expenses (including attorneys' fees) actually and reasonably
incurred by him or on his behalf in connection with the defense or settlement of
such action or suit and any appeal therefrom, if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the Corporation except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the Corporation unless and only to the extent that the Court of
Chancery of Delaware or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of such liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnify for such costs, charges and expenses which the
Court of Chancery or such other court shall deem proper; provided, however, that
the foregoing indemnity shall not be applicable as to any person who is or was
or agreed to become an employee or agent of the Corporation (other than
employees or agents who are or were also officers or directors of the
Corporation), or is or was serving or agreed to serve at the request of the
Corporation as an employee or agent of another corporation, partnership, joint
venture, trust or other enterprise other than employees or agents who are or
were also officers or directors of any such other corporation, partnership,
joint venture, trust or


14

enterprise), unless and until such indemnity is specifically approved by the
Board of Directors.

SECTION 7.3. INDEMNIFICATION FOR COSTS, CHARGES AND EXPENSES OF SUCCESSFUL
PARTY. Notwithstanding the other provisions of this Article, to the extent that
a director, officer, employee or agent of the Corporation has been successful on
the merits or otherwise, including, without limitation, the dismissal of an
action without prejudice, in defense of any action, suit or proceeding referred
to in Sections 7.1 and 7.2 of this Article, or in defense of any claim, issue or
matter therein, he shall be indemnified against all costs, charges and expenses
(including attorneys' fees) actually and reasonably incurred by him or on his
behalf in connection therewith.

SECTION 7.4. DETERMINATION OF RIGHT TO INDEMNIFICATION. Any indemnification
under Sections 7.1 and 7.2 of this Article (unless ordered by a court) shall be
paid by the Corporation unless a determination is made (1) by the Board of
Directors by a majority vote of the quorum consisting of directors who were not
parties to such action, suit or proceeding, or (2) if such a quorum is not
obtainable, or, even if obtainable a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (3) by the
stockholders, that indemnification of the director, officer, employee or agent
is not proper in the circumstances because he has not met the applicable
standard of conduct set forth in Sections 7.1 and 7.2 of this Article.

SECTION 7.5. ADVANCE OF COSTS, CHARGES AND EXPENSES. Costs, charges and expenses
(including attorneys' fees incurred by a person referred to in Sections 7.1 and
7.2 of this Article in defending a civil or criminal action, suit or proceeding
shall be paid by the Corporation in advance of the final disposition of such
action, suit or proceeding; providing, however, that the payment of such costs,
charges and expenses incurred by a director or officer in his capacity as a
director or officer (and not in any other capacity in which service was or is
rendered by such person while a director or officer) in advance of the final
disposition of such action, suit or proceeding shall be made only upon receipt
of an undertaking by or on behalf of the director or officer to repay all
amounts so advanced in the event that it shall ultimately be determined that
such director or officer is not entitled to be indemnified by the Corporation as
authorized in this Article. Such costs, charges and expenses incurred by other
employees and agents may be so paid upon such terms and conditions, if any, as
the Board of Directors deems appropriate. The Board of Directors may, in the
manner set forth above, and upon approval of such director, officer, employee or
agent of the Corporation, authorize the Corporation's counsel to represent such
person, in any action, suit or proceeding, whether or not the Corporation is a
party to such action suit or proceeding.

SECTION 7.6. PROCEDURE FOR INDEMNIFICATION. Any indemnification under Sections
7.1., 7.2 or 7.3, or advance of costs, charges and expenses under Section 7.5 of
this Article, shall be made promptly, and in any event within 30 days, upon the
written request of the director, officer, employee or agent. The right to
indemnification or advances as granted by this Article shall be enforceable by
the director, officer, employee or agent in any court of competent jurisdiction,
if the Corporation denies such request, in whole or in


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part, or if no disposition thereof is made within 30 days. Such persons, costs
and expenses incurred in connection with successfully establishing his right to
indemnification, in whole or in part, in any such action shall also be
indemnified by the Corporation. It shall be a defense to any such action (other
than an action brought to enforce a claim for the advance of costs, charges and
expenses under Section 7.5 of this Article where the required undertaking, if
any, has been received by the Corporation) that the claimant has not met the
standard of conduct set forth in Sections 7.1 or 7.2 of this Article, but the
burden of proving such defense shall be on the Corporation. Neither the failure
of the Corporation (including its Board of Directors, its independent legal
counsel, and its stockholders) to have made a determination prior to the
commencement of such action that indemnification of the claimant is proper in
the circumstances because he has met the applicable standard of conduct set
forth in Sections 7.1 or 7.2 of this Article, nor the fact that there has been
an actual determination by the Corporation (including its Board of Directors,
its independent legal counsel, and its stockholders) that the claimant has not
met such applicable standard of conduct, shall be a defense to the action or
create a presumption that the claimant has not met the applicable standard of
conduct.

SECTION 7.7. OTHER RIGHTS; CONTINUATION OF RIGHT TO INDEMNIFICATION. The
indemnification provided by this Article shall not be deemed exclusive of any
other rights to which a person seeking indemnification may be entitled under any
law (common or statutory), agreement, vote of stockholders or disinterested
director or otherwise, both as to action in his official capacity and as to
action in another capacity while holding office or while employed by or acting
as agent for the Corporation, and shall continue as to a person who has ceased
to be a director, officer, employee or agent, and shall inure to the benefit of
the estate, heirs, executors and administrators of such person. All rights to
indemnification under this Article shall be deemed to be a contract between the
Corporation and each director, officer, employee or agent of the Corporation who
serves or served in such capacity at any time while this Article is in effect.
Any repeal or modification of this Article or any repeal or modification of
relevant provisions of the Delaware General Corporation Law or any other
applicable laws shall not in any way diminish any rights to indemnification of
such director, officer, employee or agent or the obligations of the Corporation
arising hereunder.

SECTION 7.8. INSURANCE. The Corporation shall purchase and maintain insurance on
behalf of any person who is or was or has agreed to become 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 another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him and incurred by him or on his behalf in any such capacity,
or arising out of his status as such, whether or not the Corporation would have
the power to indemnify him against such liability under the provisions of this
Article, provided that such insurance is available on acceptable terms, which
determination shall be made by a vote of a majority of the entire Board of
Directors.

SECTION 7.9. SAVINGS CLAUSE. If this Article or any portion hereof shall be
invalidated on any ground by any court of competent jurisdiction, then the
Corporation shall


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nevertheless indemnify each director, officer, employee and agent of the
Corporation as to costs, charges and expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement with respect to any action, suit
or proceeding, whether civil, criminal, administrative or investigative,
including an action by or in the right of the Corporation, to the full extent
permitted by any applicable portion of this Article that shall not have been
invalidated and to the full extent permitted by applicable law.

                                  ARTICLE VIII
                                  STOCKHOLDERS

SECTION 8.1. CERTIFICATES OF STOCK. Every holder of shares in the Corporation
shall be entitled to have a certificate, signed by, or in the name of the
Corporation by, the chairman, the president or a vice president and the
secretary or an assistant secretary of the Corporation, or the treasurer or an
assistant treasurer, certifying the number of shares owned by him in the
Corporation. Any or all the signatures on the certificate may be a facsimile. In
case any officer, transfer agent, or registrar who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be such
officer, transfer agent or registrar before such certificate is issued, it may
be issued by the Corporation with the same effect as if he were such officer,
transfer agent or registrar at the date of issue.

SECTION 8.2. LOST CERTIFICATES. The Board of Directors may direct a new
certificate or certificates of stock to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates the Corporation may,
in its discretion, and as a condition precedent to the issuance thereof, require
the owner of such lost, stolen or destroyed certificate or certificates, or his
legal representative, to advertise the same in such manner as it shall require
and/or to give the Corporation a bond (or other adequate security) in such sum
as it may direct as indemnity against any claim that may be made against the
Corporation on account of the alleged loss, theft or destruction of any such
certificate or the issuance of such new certificate.

SECTION 8.3. TRANSFER OF STOCK. Upon surrender to the Corporation or the
transfer agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the Corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.

SECTION 8.4. STOCKHOLDERS OF RECORD. In order that the Corporation may determine
the stockholders entitled to notice of or to vote at any meeting of the
stockholders or any adjournment thereof, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or 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 of Directors may fix,
in advance, a record date, which shall not be more than sixty nor


17

less than ten days before the date of such meeting, nor more than sixty days
prior to any other action. A determination of stockholders of record entitled to
notice of or to vote at a meeting of stockholders shall apply to any adjournment
of the meeting, unless the Board of Directors fixes a new record date for the
adjourned meeting, but the board shall fix a new record date if the meeting is
adjourned for more than forty-five days from the date set for the original
meeting.

SECTION 8.5. NO RECORD DATE. If no record date is fixed, 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 at the day next preceding the day
on which notice is given, or, if notice is waived, at the end of business of the
day next preceding the day on which the meeting is held. The record date for
determining stockholders for any other purpose shall be at the close of business
on the day on which the Board of Directors adopts the resolution relating
thereto.

SECTION 8.6. REGISTERED STOCKHOLDERS. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on its books as the owner of
shares, and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
the laws of Delaware.

                                   ARTICLE IX
                               GENERAL PROVISIONS

SECTION 9.1. FISCAL YEAR. The fiscal year of the Corporation shall be fixed by
resolution of the Board of Directors.

SECTION 9.2. SEAL. The corporate seal shall have inscribed thereon the name of
the Corporation, the year of its organization, and the name of the state of its
incorporation. The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.

                                    ARTICLE X
                                   AMENDMENTS

SECTION 10.1. Amendments. Subject to the provisions of the Certificate of
Incorporation, these bylaws may be altered, amended or repealed at any regular
meeting of the stockholders (or at any special meeting thereof duly called for
that purpose) by a vote of not less than 70% of the outstanding stock entitled
to vote at such meeting; provided that in the notice of such special meeting
notice of such purpose shall be given. Subject to the laws of the State of
Delaware, the certificate of incorporation and these bylaws, the Board of
Directors may by majority vote of those present at any meeting at which a quorum
is present amend these bylaws, or enact such other bylaws as in their judgment
may be advisable for the regulation of the conduct of the affairs of the
Corporation.


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