Exhibit 3.2

ROADWAY CORPORATION

AMENDED AND RESTATED

BY-LAWS

ROADWAY CORPORATION

AMENDED AND RESTATED
BY-LAWS
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ARTICLE I STOCKHOLDERS' MEETINGS

Section 1. Annual Meeting.............................................................1
Section 2. Special Meetings...........................................................1
Section 3. Notice of Meetings.........................................................1
Section 4. Notice of Stockholder Business.............................................1
Section 5. Inspectors; Opening and Closing the Polls..................................2
Section 6. Quorum; Adjournment........................................................2
Section 7. Voting.....................................................................2
Section 8. Confidential Voting........................................................3
Section 9. Approval and Ratification of Acts of Officers and Board....................3
Section 10. Order of Business..........................................................3
Section 11. Place of Meeting...........................................................3

ARTICLE II NOMINATION OF DIRECTOR CANDIDATES

Section 1. Notification of Nominees...................................................4
Section 2. Substitution of Nominees...................................................4
Section 3. Compliance with Procedures.................................................4

ARTICLE III BOARD OF DIRECTORS

Section 1. Number, Powers and Responsibilities........................................5
Section 2. Election of Directors; Vacancies...........................................5
Section 3. Removal; Resignations......................................................5
Section 4. Meetings...................................................................6
Section 5. Quorum; Adjournment........................................................6
Section 6. Committees.................................................................6
Section 7. Compensation of Directors..................................................6
Section 8. Rules......................................................................7

ARTICLE IV OFFICERS

Section 1. Election and Designation of Officers.......................................7
Section 2. Term of Office; Vacancies..................................................7
Section 3. Compensation of Officers...................................................7
Section 4. Chairman of the Board of Directors.........................................7
Section 5. President..................................................................7
Section 6. Vice Presidents............................................................7

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Section 7. Secretary..................................................................8
Section 8. Treasurer..................................................................8
Section 9. Controller.................................................................8
Section 10. Other Officers.............................................................8
Section 11. Authority and Duties.......................................................8

ARTICLE V RECORD DATES
ARTICLE VI EXECUTION OF DOCUMENTS
ARTICLE VII CERTIFICATES FOR SHARES

Section 1. Forms of Certificates and Signatures.......................................9
Section 2. Classes of Stock...........................................................9
Section 3. Transfer of Shares.........................................................9
Section 4. Lost, Stolen, or Destroyed Certificates....................................9
Section 5. Transfer Agents and Registrars.............................................9

ARTICLE VIII GENERAL

Section 1. Fiscal Year...............................................................10
Section 2. Corporate Seal............................................................10
Section 3. Amendments................................................................10

AMENDED AND RESTATED
BY-LAWS
OF
ROADWAY CORPORATION

ARTICLE I

STOCKHOLDERS' MEETINGS

Section 1. ANNUAL MEETING. The annual meeting of stockholders
of the Corporation for the election of directors and the transaction of such
business as may properly be brought before such meeting shall be held on such
date and at such time as may be designated by the Board of Directors, or by the
Chairman of the Board of Directors, and specified in the notice of the meeting.

Section 2. SPECIAL MEETINGS. Special meetings of the
stockholders of the Corporation may be called only (i) by the Chairman of the
Board of Directors or his duly authorized representative, and (ii) shall be
called within ten days after receipt of the written request of the Board of
Directors, pursuant to a resolution approved by a majority of the Whole Board.
Any such resolution shall be sent to the Chairman of the Board of Directors and
the Secretary of the Corporation shall state the purposes of the proposed
meetings. Special meetings of holders of the outstanding Preferred Stock may be
called in the manner and for the purposes provided in the resolutions of the
Board of Directors providing for the issue of such stock as filed pursuant to
the applicable law of the State of Delaware (a "Preferred Stock Designation").
Business transacted at any special meeting shall be limited to the purpose,
stated in the notice.

For purposes of these Amended and Restated By-Laws, the "Whole
Board" is defined as the total number of Directors which the Corporation would
have if there were no vacancies.

Section 3. NOTICE OF MEETINGS. Not less than ten or more than
sixty days before the date fixed for a meeting of stockholders, written notice
stating the time, place, and purposes of such meeting such be given by or at the
direction of the Secretary or an Assistant Secretary or any other person or
persons required or permitted by these Amended and Restated By-Laws to give such
notice. The notice shall be given by personal delivery or by mail to each
stockholder entitled to notice of the meeting who is of record as of the day
next preceding the day on which notice is given or, if a record date therefor is
duly fixed, of record as of the said date; if mailed, the notice shall be
addressed to the stockholders at their respective addresses as they appear on
the records of the Corporation. Notice of the time, place and purposes of any
meeting of stockholders may be waived in writing, either before or after the
holding of such meeting, by any stockholder, which writing shall be filed with
or entered upon the records of the meeting.

Section 4. NOTICE OF STOCKHOLDER BUSINESS. Except as otherwise
provided by law, at an annual meeting of stockholders, only such business shall
be conducted as shall have been properly brought before the meeting. In order to
be properly brought before the meeting, such business must have been either (a)
specified in the written notice of the meeting (or any

supplement thereto) given to the stockholders of record on the record date for
such meeting by or at the direction of the Board of Directors, (b) brought
before the meeting by or at the direction of the Board of Directors or the
chairman of the meeting, or (c) specified in a written notice given by or on
behalf of a stockholder of record on the record date for such meeting entitled
to vote thereon, or a duly authorized proxy for such stockholder, in accordance
with the following requirements. A notice referred to in clause (c) hereof must
be addressed to the attention of the Secretary of the Corporation, delivered
personally or mailed, and received at the principal executive office of the
Corporation not less than thirty days prior to the first anniversary date of the
initial notice referred to in clause (a) hereof of the previous year's annual
meeting; provided, however, that such notice shall not be required to be given
more than sixty days prior to the annual meeting of stockholders. Such notice
referred to in clause (c) hereof shall set forth (i) a full description of each
item of business proposed to be brought before the meeting, (ii) the name and
address of the person proposing to bring such business before the meeting, (iii)
the class and number of shares held of record, beneficially and represented by
proxy by such person as of the record date for the meeting (if such date has
then been made publicly available) and as of the date of such notice, and (iv)
any material interest of the stockholder in such business. No business shall be
brought before any annual meeting of stockholders of the Corporation otherwise
than as provided in this Section.

The chairman of the meeting may, if the facts warrant,
determine and declare to the meeting that any proposed item of business was not
brought before the meeting in accordance with the foregoing procedure and, if he
should so determine, he shall so declare to the meeting and the defective item
of business shall be disregarded.

Section 5. INSPECTORS; OPENING AND CLOSING THE POLLS. The
Board of Directors shall appoint inspectors of election to act as judges of the
voting and to determine those entitled to vote in a stockholders' meeting, or
any adjournment thereof, in advance of such meeting, but if the Board of
Directors fails to make such appointments, or if an appointee fails to serve,
the chairman of the meeting may appoint substitute inspectors. The inspectors
shall have the duties prescribed by the General Corporation Law of the State of
Delaware.

The chairman of the meeting shall fix and announce at the
meeting the date and time of the opening and closing of the polls for each
matter upon which the stockholders will vote at a meeting.

Section 6. QUORUM; ADJOURNMENT. Except as may be otherwise
provided by law or in a Preferred Stock Designation, at any meeting of the
stockholders, the holders of shares entitling them to exercise not less than a
majority of the voting power of the outstanding shares of the Corporation
present in person or by proxy shall constitute a quorum for such meeting;
provided, however, that the holders of a majority of the voting power of the
shares represented threat, whether or not a quorum is present, may adjourn such
meeting from time to time; if any meeting is adjourned, notice of such
adjournment need not be given if the time and place to which it is adjourned are
fixed and announced at such meeting.

Section 7. VOTING. Persons entitled to vote shares or to act
with respect to shares may vote or act in person or by proxy appointed by a
legally sufficient instrument. The person appointed as proxy need not be a
stockholder. The chairman of the meeting shall

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determine whether the vote for Directors, the vote upon any questions set forth
in the proxy statement for the meeting and the vote upon any other action of
business shall be by written ballot.

All questions, except the election of Directors or as
otherwise provided in these Amended and Restated By-Laws, the Amended and
Restated Certificate of Incorporation, a Preferred Stock Designation or the laws
of the State of Delaware, shall be decided by a majority of vote of those
present and voting, and, with respect to any election or question to be decided
by any class of stock voting as a class, by a majority vote of those shares
present or representative voting of that class. Except as otherwise provided by
law or except as otherwise provided in these Amended and Restated By-Laws, the
Amended and Restated Certificate of Incorporation or a Preferred Stock
Designation shares that are present or represented but abstain from voting on a
question shall not be deemed to have voted on such question.

Section 8. CONFIDENTIAL VOTING. The Corporation's proxy ballot
and voting process for shareholders' meetings shall provide the means by which
shareholders may expressly elect to have their votes treated confidentially. The
particular vote of such shareholder shall not be disclosed except (a) in the
event of a proxy or consent solicitation in opposition to the Corporation; (b)
if disclosure is necessary to meet legal requirements or where such information
may be necessary to assist in the pursuit or defense of judicial action; (c) if
the shareholder subsequently requests or permits disclosure of its vote; or (d)
in the event 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.

Section 9. APPROVAL AND RATIFICATION OF ACTS OF OFFICERS AND
BOARD. Except as otherwise provided by the Amended and Restated Certificate of
Incorporation or by law, any contract, act or transaction, prospective or past,
of the Corporation, or of the Board of Directors, or of the officers, may be
approved or ratified at a meeting of the stockholders. Such approval or
ratification shall be as valid and binding as though affirmatively voted for or
consented to by every stockholder of the Corporation.

Section 10. ORDER OF BUSINESS. Unless otherwise determined by
the Board of Directors prior to the meeting, the chairman of the meeting shall
determine the order of business and shall have the authority in his discretion
to regulate the conduct of any such meeting, including, without limitation,
imposing restrictions on the persons (other than stockholders of the Corporation
or their duly appointed proxies) who may attend any such stockholders' meeting,
by ascertaining whether any stockholder or his proxy may be excluded from any
stockholders' meeting based upon any determination by the chairman, in his sole
discretion, that any such person has unduly disrupted or is likely to disrupt
the proceedings thereat, and by determining the circumstances in which any
person may make a statement or ask questions at any stockholders' meeting.

Section 11. PLACE OF MEETING. Meetings of the stockholders
shall be held at such place, within or without the State of Delaware, as the
Board of Directors shall determine and shall be designated in the notice of said
meeting.

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ARTICLE II

NOMINATION OF DIRECTOR CANDIDATES

Section 1. NOTIFICATION OF NOMINEES. Subject to the rights of
holders of any class or series of stock having a preference over the Common
Stock as to dividends or upon liquidation, nominations for the election of
Directors may be made by the Board of Directors or a committee appointed by the
Board of Directors or by any stockholder entitled to vote in the action of
Directors generally. However, any stockholder entitled to vote in the election
of Directors generally may nominate one or more persons for election as
Directors at a meeting only if written notice of such stockholder's intent to
make such nomination or nominations has been received by the Secretary of the
Corporation not less than 70 days in advance of such meeting; provided, however,
that in the event that the date of the meeting was not publicly announced by the
Corporation by mail, press release or otherwise more than 30 days prior to the
meeting, notice by the stockholder to be timely must be delivered to the
Secretary of the Corporation not later than the close of business on the tenth
day following the day on which such announcement of the date of the meeting was
communicated to stockholders. Each such notice shall be set forth: (a) the name
and address of the stockholder who intends to make the nomination and of the
person or persons to be nominated; (b) a representation that the stockholder is
a holder of record of stock of the Corporation entitled to vote for the election
of Directors on the date of such notice and intends to appear in person or by
proxy at the meeting to nominate the person or persons specified in the notice;
(c) 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; (d) 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 (e) the consent of each nominee to serve as a Director of the Corporation if
so elected.

Section 2. SUBSTITUTION OF NOMINEES. In the event that a
person is validly designated as a nominee in accordance with Section 1 above,
and shall thereafter become unable or unwilling to stand for election to the
Board of Directors, the Board of Directors or the stockholder who proposed such
nominee, as the case may be, may designate a substitute nominee upon delivery,
at or prior to the meeting for the election of such nominee, of a written notice
to the Secretary setting forth such information regarding such substitute
nominee as would have been required to be delivered to the Secretary pursuant to
Section 1 above had such substitute nominee been initially proposed as a
nominee. Such notice shall include a signed consent to serve as a Director of
the Corporation, if elected, of each such substitute nominee.

Section 3. COMPLIANCE WITH PROCEDURES. If the chairman of the
meeting for the election of Directors determines that a nomination or any
candidate for election as a Director at such meeting was not made in accordance
with the applicable provisions of Section 1 and 2 above, such nomination shall
be void.

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ARTICLE III

BOARD OF DIRECTORS

Section 1. NUMBER, POWERS AND RESPONSIBILITIES. Except as
otherwise fixed by, or pursuant to, the provisions of Article Fourth of the
Amended and Restated Certificate of Incorporation relating to the rights of the
holders of any class or series of stock having a preference over the Common
Stock as to dividends or upon liquidation to elect additional Directors under
specified circumstances, the number of Directors shall be fixed from time to
time by the Board of Directors, but shall not be less than three persons.

Except where the law, the Amended and Restated Certificate of
Incorporation, or these Amended and Restated By-Laws require action to be
authorized or taken by the stockholders, the powers of the Corporation shall be
exercised, its business and affairs conducted and its property controlled, by
the Directors.

Section 2. ELECTION OF DIRECTORS; VACANCIES. The Directors
shall be elected at each annual meeting of stockholders or at a special meeting
called for the purpose of electing directors. At a meeting of stockholders at
which Directors are to be elected, only persons nominated as candidates shall be
eligible for election as Directors and the candidates receiving the greatest
number of votes shall be elected.

Except as otherwise fixed by or provided for or pursuant to
the provisions of Article Fourth of the Amended and Restated Certificate of
Incorporation relating to the rights of the holders of any class or series of
stock having a preference over the Common Stock as to dividends or upon
liquidation to elect Directors under specified circumstances, newly created
directorships resulting from any increase in the number of Directors and any
vacancy on the Board of Directors resulting from death, resignation,
disqualification, removal or other cause shall be filled solely by the
affirmative vote of the remaining Directors, even though less than a quorum of
the Board of Directors, or by a sole remaining Director. Any Director elected in
accordance with the preceding sentence shall hold office for the remainder of
the full term of the class of Directors in which the new directorship was
created or the vacancy occurred and until such Director's successor shall have
been elected and qualified. No decrease in the number of Directors constituting
a Board of Directors shall shorten the term of any incumbent Director.

Section 3. REMOVAL; RESIGNATIONS. Subject to the rights of any
class or series of stock having a preference over the Common Stock as to
dividends or upon liquidation to elect additional Directors under specified
circumstances, any Director may be removed from office only by the affirmative
vote of the holders of 50 percent of the combined voting power of the then
outstanding shares of Voting Stock, voting together as a single class. For
purposes of this paragraph of this Section 3 of this Article III, "Voting Stock"
shall mean the outstanding shares of capital stock of the Corporation entitled
to vote generally in the election of Directors. In any vote required by or
provided for in this first paragraph of this Section 3 of this Article III, each
share of Voting Stock shall have the number of votes granted to it generally in
the election of Directors.

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Any Director may resign at any time by a writing to that
effect delivered to the Secretary, such resignation to take effect immediately
or at such other time as the Director may specify.

Section 4. MEETINGS. Immediately after each annual meeting of
the stockholders, the newly elected Directors shall hold an organization
meeting for the purpose of electing officers and transacting any other
business. Notice of such meeting need not be given. Other meetings of the Board
of Directors may be held at any time within or without the State of Delaware in
accordance with the rules, resolutions, or other action by the Board, or upon
the call of the Chairman. Unless waived, a written notice shall be given to
each Director at least three days prior to any such other meeting. Unless
otherwise expressly stated in the notice thereof, any business may be
transacted at any meeting of the Board of Directors.

Section 5. QUORUM; ADJOURNMENT. Subject to the second
paragraph of Section 2 of this Article III, at all meetings of Directors a
quorum of the Board of Directors shall consist of a majority of the directors
then in office; provided that a majority of the Directors present at a meeting
duly held, whether or not a quorum is present, may adjourn such meeting from
time to time; if any meeting is adjourned, notice of adjournment need not be
given if the time and place to which it is adjourned are fixed and announced at
such meeting. At such meeting of the Board of Directors at which a quorum is
present, all questions and business shall be determined by a majority vote of
those present.

Section 6. COMMITTEES. The Board of Directors may from time to
time create or appoint by a majority vote of the Whole Board (as defined in
Section 2 of Article I) an Executive Committee, a Finance Committee, a combined
Executive and Finance Committee, an Audit Committee, and any other committee or
committees deemed advisable by the Board for the proper transaction of the
Corporation's business. Any Executive or Finance Committee shall contain not
less than two directors. All committee members shall serve at the pleasure of,
and be subject at all times to the control and direction of, the Board. Any such
committee shall have such authority as adheres to the committee by virtue of the
provisions of this section or as may, form time to time, by lawfully delegated
by the Board. Any person dealing with the Corporation shall be entitled to rely
upon any act of, or authorization of an act by, such committees, to the same
extent as an act or authorization of the Board of Directors. Unless otherwise
ordered by the Board of Directors, any such committee may prescribe its own
rules for calling and holding meetings, and for its own method of procedure may
act by a majority of its members at a meeting or without a meeting by a writing
or writing signed by all of its members, shall keep minutes of its proceedings
and shall report its proceedings to the Board of Directors (when required or
requested by a Director to do so). The Directors may appoint one or more
alternate members of any such committee to take the place of any absent member
or members at any meeting of such committee. Each such alternate shall serve at
the pleasure of, and be subject at all times to the control and direction of,
the Board of Directors.

Section 7. COMPENSATION OF DIRECTORS. The Board of Directors
may establish such reasonable compensation for, and reimbursement of the
expenses of, Directors for attendance at meetings of the Board of Directors or
committees, or for other services by Directors to the Corporation, as the Board
may determine. Such compensation may be in

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addition to that received by any Director or any member of a committee as an
officer or employee or agent of the Corporation.

Section 8. RULES. The Board may adopt rules for its own
government, not inconsistent with law, the Amended and Restated Certificate of
Incorporation or these Amended and Restated By-Laws.

ARTICLE IV

OFFICERS

Section 1. ELECTION AND DESIGNATION OF OFFICERS. The Board of
Directors, at its organization meeting, may elect a Chairman of the Board of
Directors and shall elect a President, a Secretary, a Treasurer, and, in its
discretion, at any meeting of the Board of Directors, may elect one or more Vice
Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers,
a Controller, one or more Assistant Controllers, and such other officers as the
Board of Directors may deem necessary. The Chairman of the Board, if any, and
the President shall be directors, but no one of the other officers need be a
Director. Any two or more of such offices may be held by the same person, but no
officer shall execute, acknowledge, or verify any instrument in more than one
capacity, if such instrument is required to be executed, acknowledged, or
verified by two or more officers.

Section 2. TERM OF OFFICE; VACANCIES. The officers of the
Corporation shall hold office until their successors are elected and qualified,
except in case of resignation, death, or removal. The Board of Directors may
remove any officer at any time with or without cause by a majority vote of the
Whole Board (as defined in Section 2 of Article I). Any vacancy in any office
may be filled by the Board of Directors.

Section 3. COMPENSATION OF OFFICERS. The Board of Directors
shall have authority to fix the salaries of all officers as well as bonuses,
commissions and other compensation that may be payable to them.

Section 4. CHAIRMAN OF THE BOARD OF DIRECTORS. The Chairman of
the Board of Directors, if any, shall preside at all meetings of stockholders
and of the Board of Directors and shall have such authority and perform such
duties as the Board may determine.

Section 5. PRESIDENT. Except for the meetings at which the
Chairman of the Board of Directors, if any, presides in accordance with the
preceding Section, the President shall preside at all meetings of stockholders
and of the Board of Directors. Subject to the directions of the Board of
Directors, he shall have general executive supervision over the property,
business, and affairs of the Corporation.

Section 6. VICE PRESIDENTS. In case of the absence or
disability of the President, or when circumstances prevent the President from
acting, the Executive Vice President of the Corporation, if any, shall perform
all the duties and possess all the authority of the President until the Board of
Directors shall either fill the vacancy or otherwise, in its full

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discretion, specifically provide with respect to the succession of all duties
and responsibilities of the President.

Section 7. SECRETARY. The Secretary shall keep the minutes of
meetings of the stockholders and of the Board of Directors. He shall keep such
books as may be required by the Board, and shall give notices of stockholders'
meetings and of Board meetings required by law, or by these Amended and Restated
By-Laws or otherwise.

Section 8. TREASURER. The Treasurer shall receive and have in
charge all money, bills, notes, bonds, stocks in other corporations, and similar
property belonging to the Corporation, and shall do with the same as may be
ordered by the Board of Directors. He shall keep accurate financial accounts and
hold the same open for the inspection and examination of the directors.

Section 9. CONTROLLER. The Controller shall exercise a general
check upon the disbursement of funds of the Corporation and shall have general
charge and supervision of the preparation of financial reports.

Section 10. OTHER OFFICERS. The Assistant Secretaries,
Assistant Treasurers, and Assistant Controllers, if any, in addition to such
authority and duties as the Board of Directors may determine, shall have such
authority and perform such duties as may be directed by their respective
principal officers.

Section 11. AUTHORITY AND DUTIES. The officers shall have such
authority and perform such duties, in addition to those specifically set forth
in these Amended and Restated By-Laws, as the Board of Directors may determine.
The Board of Directors is authorized to delegate the duties of any officer to
any other officer and generally to the control the action of the officers and to
require the performance of duties in addition to those mentioned herein.

ARTICLE V

RECORD DATES

The Board of Directors shall have the right to fix a time, not
more than sixty days nor less than ten days preceding the date of any meeting of
stockholders, or not more than sixty days preceding the date fixed for the
payment of any dividend or distribution, or not more than sixty days preceding
the date for the allotment of rights among stockholders to purchase or to
convert shares or other securities of the Corporation, subject to contract
rights with respect thereto, as a record date for the determination of the
stockholders entitled to notice of and to vote at any such meeting, or entitled
to receive payments of any such dividend, distribution or allotment of rights,
or to exercise the rights in respect to any purchase or conversion of shares or
other securities, and in such cases, only the persons who are stockholders of
record on the date so fixed shall be entitled to notice of and to vote at such
meeting or to receive payment of such dividend, distribution, or allotment of
rights or to exercise such rights for the conversion or purchase of shares or
other securities, as the case may be, and the Board of Directors may close the
share transfer books of the Corporation against transfer of shares during the
whole or any part

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of such period. Notwithstanding the foregoing, the record date fixed by the
Board of Directors shall not proceed the date upon which the resolution fixing
such record date is adopted by the Board.

ARTICLE VI

EXECUTION OF DOCUMENTS

The Board of Directors is authorized to determine or provide
the method of determining how all documents evidencing conveyances by or
contracts or other obligations of the Corporation and all checks, drafts, notes,
bonds, bills of exchange and orders for the payment of money of or by the
Corporation shall be signed, countersigned or endorsed.

ARTICLE VII

CERTIFICATES FOR SHARES

Section 1. FORMS OF CERTIFICATES AND SIGNATURES. Each holder
of shares is entitled to one or more certificates, signed by the President or a
Vice President and by the Secretary, an Assistant Secretary, the Treasurer, or
an Assistant Treasurer of the Corporation which shall certify the number and
class of shares held by him in the Corporation. When such a certificate is
countersigned by an incorporated transfer agent or registrar, the signature of
any of said officers of the Corporation whose manual or facsimile signature is
affixed to such, certificate so countersigned ceases to be such officer before
the certificate is delivered, such certificate nevertheless shall be effective
in all respects when delivered.

Section 2. CLASSES OF STOCK. The designations, preferences and
relative participating optional or other special rights of the various classes
or stock or series thereof, and the qualifications, limitations or restrictions
thereof, shall be set forth in full or summarized on the face or back of the
certificates which the Corporation issues to represent its stock, or in lieu
thereof, such certificate shall set forth the office of the Corporation from
which the holders of certificates may obtain a copy of such information.

Section 3. TRANSFER OF SHARES. Shares of the Corporation shall
be transferable upon the books of the Corporation by the holders thereof, in
person, or by a duly authorized attorney, upon surrender and cancellation of
certificates for a like number of shares of the same class or series, with duly
executed assignment and power of transfer endorsed thereon or attached thereto,
and with such proof of the authenticity of the signatures to such assignment and
power of transfer as the Corporation or its agents may reasonably require.

Section 4. LOST, STOLEN, OR DESTROYED CERTIFICATES. Any
executive officer of the Corporation may cause the Corporation to issue a new
certificate for shares in place of any certificate theretofore issued by it and
alleged to have been lost, stolen, or destroyed, and such executive officer may,
in his discretion, require the owner, or his legal representative, to give the
Corporation a bond containing such terms as such executive officer may require
to protect the Corporation or any person injured by the execution and delivery
of a new certificate.

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Section 5. TRANSFER AGENTS AND REGISTRARS. The Board of
Directors may appoint, or revoke the appointment of, transfer agents and
registrars and may require all certificates for shares to bear the signatures of
such transfer agents and registrars, or any of them. The Board of Directors
shall have authority to make all such rules and regulations as it may deem
expedient concerning the issue, transfer, and registration of certificates for
shares of the Corporation.

ARTICLE VIII

GENERAL

Section 1. FISCAL YEAR. The fiscal year of the Corporation
shall be the calendar year, except as otherwise be determined from time to time
by the Board of Directors.

Section 2. CORPORATE SEAL. The seal of the Corporation shall
be circular in form with the name of the Corporation and the words "Corporate
Seal of Delaware" stamped across the center. The seal may be used by causing it
or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Section 3. AMENDMENTS. Subject to the provisions of the
Amended and Restated Certificate of Incorporation and these Amended and Restated
By-Laws, may be amended or repealed at any regular meeting of the stockholders
or at any special meeting thereof called for that purpose by a majority vote of
the shares represented and entitled to vote at such meeting provided that in
such notice of such special meeting, notice of such purpose shall be given.

Subject to the laws of the State of Delaware, the Amended and
Restated Certificate of Incorporation and these Amended and Restated By-Laws,
the Board of Directors may by majority vote of those present at any meeting at
which a quorum is present, amend or repeal these Amended and Restated By-Laws or
adopt such other by-laws as in their judgment may be advisable for the
regulation of the conduct of the affairs of the Corporation.