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LAIDLAW INTERNATIONAL, INC.

BY-LAWS

As Adopted and in
Effect on June 23, 2003

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TABLE OF CONTENTS

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STOCKHOLDERS' MEETINGS.......................................................................................... 1

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

DIRECTORS....................................................................................................... 4

9. Function...................................................................................... 4
10. Number, Election and Terms.................................................................... 4
11. Vacancies and Newly Created Directorships..................................................... 4
12. Removal....................................................................................... 4
13. Nominations of Directors; Election............................................................ 4
14. Resignation................................................................................... 5
15. Regular Meetings.............................................................................. 5
16. Special Meetings.............................................................................. 6
17. Quorum........................................................................................ 6
18. Participation in Meetings by Telephone Conference............................................. 6
19. Committees.................................................................................... 6
20. Audit Committee............................................................................... 7
21. Compensation Committee........................................................................ 7
22. Nominating and Corporate Governance Committee................................................. 7
23. Ethics and Compliance Committee; Other Committees............................................. 7
24. Compensation.................................................................................. 8
25. Rules......................................................................................... 8

NOTICES......................................................................................................... 8

26. Generally..................................................................................... 8
27. Waivers....................................................................................... 8

OFFICERS........................................................................................................ 8

28. Generally..................................................................................... 8
29. Compensation.................................................................................. 9
30. Succession.................................................................................... 9
31. Chairman of the Board......................................................................... 9
32. Chief Executive Officer....................................................................... 9
33. The President................................................................................. 9
34. Vice Presidents............................................................................... 9
35. The Chief Financial Officer................................................................... 10
36. The Secretary and Assistant Secretaries....................................................... 10

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TABLE OF CONTENTS
(continued)

PAGE
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37. The Treasurer and Assistant Treasurers........................................................ 10
38. Execution of Documents and Action with Respect to Securities of Other Corporations............ 10

STOCK........................................................................................................... 11

39. Certificates.................................................................................. 11
40. Classes of Stock.............................................................................. 11
41. Lost, Stolen or Destroyed Certificates........................................................ 11
42. Transfer of Stock............................................................................. 11
43. Record Dates.................................................................................. 11

INDEMNIFICATION................................................................................................. 12

44. Damages and Expenses.......................................................................... 12
45. Insurance, Contracts and Funding.............................................................. 12

GENERAL......................................................................................................... 13

46. Fiscal Year................................................................................... 13
47. Seal.......................................................................................... 13
48. Reliance Upon Books, Reports and Records...................................................... 13
49. Time Periods.................................................................................. 13
50. Amendments.................................................................................... 13
51. Certain Defined Terms......................................................................... 14

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STOCKHOLDERS' MEETINGS

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

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

3. Special Meetings. Special meetings of the stockholders may be
called only by (i) the Chairman of the Board; (ii) the
President of the Company; (iii) the Secretary of the Company
within 10 calendar days after receipt of the written request
of a majority of the Board; or (iv) persons holding at least
66B% of all shares outstanding and entitled to vote at
such meeting. Any such request by a majority of the Board must
be sent to the Chairman and the Secretary and must state the
purpose or purposes of the proposed meeting. Special meetings
of holders of the outstanding Series A Junior Participating
Preferred Stock, $.01 par value, of the Company (the "Series A
Preferred"), if any, may be called in the manner and for the
purposes provided in the Certificate of Incorporation of the
Company (the "Certificate of Incorporation").

4. Notice of Meetings. Written notice of every meeting of the
stockholders, stating the place, date and hour of the meeting
and, in the case of a special meeting, the purpose or purposes
for which the meeting is called, will be given not less than
10 nor more than 60 calendar days before the date of the
meeting to each stockholder of record entitled to vote at such
meeting, except as otherwise provided herein or by law. When a
meeting is adjourned to another place, date or time, written
notice need not be given of the adjourned meeting if the
place, date and time thereof are announced at the meeting at
which the adjournment is taken; provided, however, that if the
adjournment is for more than 30 calendar days, or if after the
adjournment a new record date is fixed for the adjourned
meeting, written notice of the place, date and time of the
adjourned meeting must be given in conformity herewith. At any
adjourned meeting, any business may be transacted which
properly could have been transacted at the original meeting.

5. Inspectors. The Board may appoint one or more inspectors of
election to act as judges of the voting and to determine those
entitled to vote at any meeting of the

stockholders, or any adjournment thereof, in advance of such
meeting. The Board may designate one or more persons as
alternate inspectors to replace any inspector who fails to
act. If no inspector or alternate is able to act at a meeting
of stockholders, the presiding officer of the meeting may
appoint one or more substitute inspectors.

6. Quorum. Except as otherwise provided by law, the holders of a
majority of the stock issued and outstanding and entitled to
vote thereat, present in person or represented by proxy, will
constitute a quorum at all meetings of the stockholders for
the transaction of business thereat. If, however, such quorum
is not present or represented at any meeting of the
stockholders, the stockholders entitled to vote thereat,
present in person or represented by proxy, will have the power
to adjourn the meeting from time to time, without notice other
than announcement at the meeting, until a quorum is present or
represented.

7. Voting; Proxies. Except as otherwise provided by law or the
Certificate of Incorporation, each stockholder will be
entitled at every meeting of the stockholders to one vote for
each share of stock having voting power standing in the name
of such stockholder on the books of the Company on the record
date for the meeting and such votes may be cast either in
person or by proxy. Every proxy must be authorized in a manner
permitted by Section 212 of the Delaware General Corporation
Law (or any successor provision). Without affecting any vote
previously taken, a stockholder may revoke any proxy that is
not irrevocable by attending the meeting and voting in person,
by revoking the proxy by giving notice to the Secretary of the
Company, or by a later appointment of a proxy. No proxy shall
be voted or acted upon after three years from its date, unless
the proxy provides for a longer period. If no date is stated
in a proxy, such proxy shall be presumed to have been executed
on the date of the meeting at which it is to be voted. Each
proxy shall be revocable unless expressly provided therein to
be irrevocable and coupled with an interest sufficient in law
to support an irrevocable power or unless otherwise made
irrevocable by law. The vote upon any question brought before
a meeting of the stockholders may be by voice vote, unless
otherwise required by the Certificate of Incorporation or
these By-Laws or unless the Chairman or the holders of a
majority of the outstanding shares of all classes of stock
entitled to vote thereon present in person or by proxy at such
meeting otherwise determine. Every vote taken by written
ballot will be counted by the inspectors of election. When a
quorum is present at any meeting, the affirmative vote of the
holders of a majority of the stock present in person or
represented by proxy at the meeting and entitled to vote on
the subject matter and which has actually been voted will be
the act of the stockholders, except in the election of
Directors or as otherwise provided in these By-Laws, the
Certificate of Incorporation or by law.

8. Order of Business. (a) The Chairman, or such other officer of
the Company designated by a majority of the Board, will call
meetings of the stockholders to order and will act as
presiding officer thereof. Unless otherwise determined by the
Board prior to the meeting, the presiding officer at the
meeting of the

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

(b) No business may be transacted at an annual meeting of
stockholders, other than business that is either (i)
specified in the notice of meeting (or any supplement
thereto) given by or at the direction of the Chairman
of the Board, the President or a majority of the
Board (or any duly authorized committee thereof),
(ii) otherwise properly brought before the annual
meeting by the Chairman of the Board or by or at the
direction of the majority of the Board (or any duly
authorized committee thereof), or (iii) otherwise
properly brought before the annual meeting by any
stockholder of the Company (A) who is a stockholder
of record on the date of the giving of the notice
provided for in this By-Law and on the record date
for the determination of stockholders entitled to
vote at such annual meeting and (B) who complies with
the notice procedures set forth in this By-Law 8.

(c) In addition to any other applicable requirements, for
business to be properly brought before an annual
meeting by a stockholder, such stockholder must have
given timely notice thereof in proper written form to
the Secretary of the Company. To be timely, a
stockholder's notice to the Secretary must be
delivered to or mailed and received at the principal
executive offices of the Company not less than 60 nor
more than 90 calendar days prior to the anniversary
of the date on which the Company first mailed its
proxy materials for the prior year's annual meeting
of stockholders; provided, however, that in the event
that the annual meeting is called for a date that is
not within 30 calendar days before or after the
anniversary of the prior year's annual meeting,
notice by the stockholder in order to be timely must
be so received not later than the close of business
on the tenth calendar day following the date on which
public announcement of the date of the annual meeting
was made. In no event will the public announcement of
an adjournment of an annual meeting commence a new
time period for the giving of a stockholder's notice
as described above. For purposes of the foregoing,
the date on which the Company first mailed its proxy
materials to stockholders will be the date so
described in such proxy materials.

(d) To be in proper written form, a stockholder's notice
to the Secretary must set forth as to each matter
such stockholder proposes to bring before the

annual meeting (i) a brief description of the
business desired to be brought before the annual
meeting and the reasons for conducting such business
at the annual meeting, (ii) the name and record
address of such stockholder, (iii) the class or
series and number of shares of capital stock of the
Company which are owned beneficially or of record by
such stockholder, (iv) a description of all
arrangements or understandings between such
stockholder and any other person or persons
(including their names) in connection with the
proposal of such business by such stockholder and any
material interest of such stockholder in such
business, and (v) a representation that such
stockholder intends to appear in person or by proxy
at the annual meeting to bring such business before
the meeting.

(e) Upon the receipt of the Secretary of a proper request
by any stockholder or stockholders entitled to call a
meeting of stockholders, the Board shall (i) call a
special meeting of the stockholders for the purposes
specified in the request for a special meeting and
(ii) fix a record date for the determination of
stockholders entitled to notice of and to vote at
such meeting, which record date will not be later
than 60 calendar days after the date of receipt by
the Secretary of the request to call the meeting;
provided, however, no special meeting pursuant to the
stockholder's request will be required to be convened
if (i) the Board calls an annual or special meeting
of stockholders to be held not later than 90 calendar
days after receipt by the Secretary of a proper
request by the stockholder to call a meeting and (ii)
the purposes of such annual or special meeting
include the purposes specified in the stockholder's
request.

(f) At a special meeting of stockholders, only such
business may be conducted or considered as is
properly brought before the meeting. To be properly
brought before a special meeting, business must be
(i) specified in the notice of the meeting (or any
supplement thereto) given by or at the direction of
the Chairman, the President or a majority of the
Board in accordance with By-Law 4 or (ii) otherwise
properly brought before the meeting by the presiding
officer or by or at the direction of a majority of
the Board.

(g) The determination of whether any business sought to
be brought before any annual or special meeting of
the stockholders is properly brought before such
meeting in accordance with this By-Law 8 will be made
by the presiding officer of such meeting. If the
presiding officer determines that any business is not
properly brought before such meeting, he or she will
so declare to the meeting and any such business will
not be conducted or considered.

DIRECTORS

9. Function. The business and affairs of the Company will be
managed under the direction of its Board.

10. Number, Election and Terms. Except as otherwise provided by
the Certificate of Incorporation, the authorized number of
Directors may be determined from time to time only by a vote
of a majority of the Board. The Directors will be classified
with respect to the time for which they severally hold office
in accordance with the Certificate of Incorporation.

11. Vacancies and Newly Created Directorships. Subject to the
provisions of the Certificate of Incorporation, newly created
directorships resulting from any increase in the number of
Directors and any vacancies on the Board resulting from death,
resignation, disqualification, removal or other cause will be
filled solely by the affirmative vote of a majority of the
remaining Directors then in office, even though less than a
quorum of the Board, or by a sole remaining Director. Any
Director elected in accordance with the preceding sentence
will hold office for the remainder of the full term of the
class of Directors in which the new directorship was created
or the vacancy occurred and until such Director's successor is
elected and qualified. No decrease in the number of Directors
constituting the Board will shorten the term of an incumbent
Director.

12. Removal. Any Director may be removed from office by the
stockholders only for cause and only in the manner provided in
the Certificate of Incorporation and, if applicable, any
amendment to this By-Law 12.

13. Nominations of Directors; Election. (a) Only persons who are
nominated in accordance with the following procedures will be
eligible for election as Directors of the Company. Nominations
of persons for election to the Board may be made at any annual
meeting of stockholders (i) by or at the direction of the
Board (or any duly authorized Committee thereof) or (ii) by
any stockholder of the Company (A) who is a stockholder of
record on the date of the giving of the notice provided for in
this By-Law 13 and on the record date for the determination of
stockholders entitled to vote at such annual meeting and (B)
who complies with the notice procedures set forth in this
By-Law 13. In addition to any other applicable requirements,
for a nomination to be made by a stockholder, such stockholder
must have given timely notice thereof in proper written form
to the Secretary of the Company. To be timely, a stockholder's
notice to the Secretary must be delivered to or mailed and
received at the principal executive offices of the Company not
less than 60 nor more than 90 calendar days prior to the date
on which the Company first mailed its proxy materials for the
prior year's annual meeting of stockholders; provided,
however, that in the event that the annual meeting is called
for a date that is not within 30 calendar days before or after
the anniversary of the prior year's annual meeting, notice by
the stockholder in order to be timely must be so received not
later than the close of business on the tenth calendar day
following the day on which public disclosure of the date of
the annual meeting was made. In no event will the public
disclosure of an adjournment of an annual meeting commence a
new time period for the giving of a stockholder's notice as
described above. For purposes of the foregoing, the date on
which the Company first mailed its proxy materials to
stockholders will be the date so described in such proxy
materials.

(b) To be in proper written form, a stockholder's notice
to the Secretary must set forth (i) as to each person
whom the stockholder proposes to nominate for
election as a director (A) the name, age, business
address and residence address of the person, (B) the
principal occupation or employment of the person, (C)
the class or series and number of shares of capital
stock of the Company which are owned beneficially or
of record by the person, and (D) any other
information relating to the person that would be
required to be disclosed in a proxy statement or
other filings required to be made in connection with
solicitations of proxies for election of directors
pursuant to Section 14 of the Securities Exchange Act
of 1934 and the rules and regulations thereunder (the
"Exchange Act"), and the rules and regulations
promulgated thereunder, and (ii) as to the
stockholder giving the notice (A) the name and record
address of such stockholder, (B) the class or series
and number of shares of capital stock of the Company
which are owned beneficially or of record by such
stockholder, (C) a description of all arrangements or
understandings between or among such stockholder and
each proposed nominee and any other person or persons
(including their names) pursuant to which the
nomination(s) are to be made by such stockholder, (D)
a representation that such stockholder intends to
appear in person or by proxy at the meeting to
nominate the persons named in its notice, and (E) any
other information relating to such stockholder that
would be required to be disclosed in a proxy
statement or other filings required to be made in
connection with solicitations of proxies for election
of directors pursuant to the Exchange Act. Such
notice must be accompanied by a written consent of
each proposed nominee to being named as a nominee and
to serve as a director if elected.

(c) If the presiding officer of the meeting determines
that a nomination was not made in accordance with the
foregoing procedures or otherwise conflicts with the
Certificate of Incorporation, the presiding officer
will declare to the meeting that the nomination was
defective and such defective nomination will be
disregarded.

14. Resignation. Any Director may resign at any time by giving
written notice of his or her resignation to the Chairman or
the Secretary. Any resignation will be effective upon actual
receipt by any such person or, if later, as of the date and
time specified in such written notice.

15. Regular Meetings. Regular meetings of the Board may be held
immediately after the annual meeting of the stockholders and
at such other time and place either within or without the
State of Delaware as may from time to time be determined by
the Board or as shall be specified or fixed in the notice or
waiver of notice of any such meeting. Regular meetings of the
Board shall be held not less frequently than quarterly.

16. Special Meetings. Special meetings of the Board may be called
by the Chairman or the President on one day's notice to each
Director by whom such notice is not

waived, given either personally or by mail, telephone,
telegram, telex, facsimile or similar medium of communication,
and will be called by the Chairman or the President, in like
manner and on like notice, on the written request of a
majority of the Board. Special meetings of the Board may be
held at such time and place either within or without the State
of Delaware as is determined by the Board or specified in the
notice of any such meeting.

17. Quorum. At all meetings of the Board, a majority of the total
number of Directors then in office will constitute a quorum
for the transaction of business. Except for actions required
by these By-Laws or the Certificate of Incorporation to be
taken by a majority of the Board, the act of a majority of the
Directors present at any meeting at which there is a quorum
will be the act of the Board. If a quorum is not present at
any meeting of the Board, the Directors present thereat may
adjourn the meeting from time to time to another place, time
or date, without notice other than announcement at the
meeting, until a quorum is present.

18. Participation in Meetings by Telephone Conference. Members of
the Board or any committee designated by the Board may
participate in a meeting of the Board or any such committee,
as the case may be, by means of telephone conference or
similar means by which all persons participating in the
meeting can hear each other, and such participation in a
meeting will constitute presence in person at the meeting.

19. Committees. (a) The Board may designate one or more
committees. Each such committee will consist of one or more
Directors and will have such lawfully delegable powers and
duties as the Board may confer; provided, however, that no
committee shall exercise any power or duty expressly required
by the Delaware General Corporation Law, as it may be amended
from time to time, to be acted upon by the Board. Any such
committee designated by the Board will have such name as may
be determined from time to time by resolution adopted by the
Board. Each committee created by the Board will (i) make
available to the Board the minutes of its meetings or (ii)
make a presentation to the Board at the next Board meeting
following such committee's meeting.

(b) The members of each committee of the Board will serve
in such capacity at the pleasure of the Board or as
may be specified in any resolution from time to time
adopted by the Board. The Board may designate one or
more Directors as alternate members of any such
committee, who may replace any absent or disqualified
member at any meeting of such committee. In lieu of
such designation by the Board, in the absence or
disqualification of any member of a committee of the
Board, the members thereof present at any such
meeting of such committee and not disqualified from
voting, whether or not they constitute a quorum, may
unanimously appoint another member of the Board to
act at the meeting in the place of any such absent or
disqualified member.

20. Audit Committee. The Board may, by resolution adopted by the
affirmative vote of a majority of the authorized number of
Directors, designate an Audit Committee of the Board, which
shall consist of such number, but not less than three, of
non-employee Directors who satisfy stock exchange independence
and other requirements for audit committees as the Board shall
determine. The Audit Committee shall: (i) make recommendations
to the Board as to the independent accountants to be appointed
by the Board; (ii) review with the independent accountants the
scope of their examinations; (iii) receive the reports of the
independent accountants and meet with representatives of such
accountants for the purpose of reviewing and considering
questions relating to their examination and such reports; (iv)
review, either directly or through the independent
accountants, the internal accounting and auditing procedures
of the Company; (v) review related party transactions; (vi)
review the relationship between the accountants and the
Company to confirm their independence; and (vii) perform such
other functions as may be assigned to it from time to time by
the Board. The Audit Committee may determine its manner of
acting and fix the time and place of its meetings, unless the
Board shall otherwise provide. A majority of the members of
the Audit Committee shall constitute a quorum for the
transaction of business by the committee and the act of a
majority of the members of the committee present at a meeting
at which a quorum shall be present shall be the act of the
committee.

21. Compensation Committee. The Board may, by resolution adopted
by the affirmative vote of a majority of the authorized number
of directors, designate a Compensation Committee of the Board,
which shall consist of such number of non-employee Directors
as the Board may determine. The Compensation Committee shall
administer the bonus and incentive compensation plans of the
Company, and shall have and may exercise, to the extent
permitted by law, all such other powers as the Board may
delegate to them in the resolutions appointing them. The
Compensation Committee may determine its manner of acting and
fix the time and place of its meetings, unless the Board shall
otherwise provide. A majority of the members of the
Compensation Committee shall constitute a quorum for the
transaction of business by the committee and the act of a
majority of the members of the committee present at a meeting
at which a quorum shall be present shall be the act of the
committee.

22. Nominating and Corporate Governance Committee. The Board may,
by resolution adopted by the affirmative vote of a majority of
the authorized number of directors, designate a Nominating and
Corporate Governance Committee of the Board, which shall
consist of such number of non-employee Directors as the Board
may determine. The Nominating and Corporate Governance
Committee will consider and recommend criteria for the
selection of nominees for election of directors, and shall
have and may exercise, to the extent permitted by law, all
such other powers as the Board may delegate to them in the
resolutions appointing them. The Nominating and Corporate
Governance Committee may determine its manner of acting and
fix the time and place of its meetings, unless the Board shall
otherwise provide. A majority of the members of the Nominating
and Corporate

Governance Committee shall constitute a quorum for the
transaction of business by the committee and the act of a
majority of the members of the committee present at a meeting
at which a quorum shall be present shall be the act of the
committee.

23. Ethics and Compliance Committee; Other Committees. The Board
may, by resolution adopted by the affirmative vote of a
majority of the authorized number of directors, designate
members of the Board to constitute an Ethics and Compliance
Committee and such other committees of the Board as the Board
may determine. Such committees shall in each case consist of
such number of directors as the Board may determine, and shall
have and may exercise, to the extent permitted by law, such
powers as the Board may delegate to them in the respective
resolutions appointing them. Each such committee may determine
its manner of acting and fix the time and place of its
meetings, unless the Board shall otherwise provide. A majority
of the members of any such committee shall constitute a quorum
for the transaction of business by the committee and the act
of a majority of the members of such committee present at a
meeting at which a quorum shall be present shall be the act of
the committee.

24. Compensation. The Board may establish the compensation for,
and reimbursement of the expenses of, Directors for membership
on the Board and on committees of the Board, attendance at
meetings of the Board or committees of the Board, and for
other services by Directors to the Company or any of its
majority-owned subsidiaries.

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

NOTICES

26. Generally. Except as otherwise provided by law, these By-Laws
or the Certificate of Incorporation, whenever by law or under
the provisions of the Certificate of Incorporation or these
By-Laws notice is required to be given to any Director or
stockholder, it will not be construed to require personal
notice, but such notice may be given in writing, by mail,
addressed to such Director or stockholder, at the address of
such Director or stockholder as it appears on the records of
the Company, with postage thereon prepaid, and such notice
will be deemed to be given at the time when the same is
deposited in the United States mail. Notice to Directors may
also be given by telephone, telegram, telex, facsimile,
electronic mail or similar medium of communication or as
otherwise may be permitted by these By-Laws.

27. Waivers. Whenever any notice is required to be given by law or
under the provisions of the Certificate of Incorporation or
these By-Laws, a waiver thereof in writing, signed by the
person or persons entitled to such notice, whether before or
after the time of the event for which notice is to be given,
will be deemed equivalent to such notice. Attendance of a
person at a meeting will constitute a

waiver of notice of such meeting, except when the person
attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened.

OFFICERS

28. Generally. The officers of the Company will be elected by the
Board and will consist of a Chairman, a Chief Executive
Officer, a President, a Chief Financial Officer, a Secretary
and a Treasurer. The Board of Directors may also choose any or
all of the following: one or more Vice Chairmen, one or more
Assistants to the Chairman, one or more Vice Presidents (who
may be given particular designations with respect to
authority, function or seniority), one or more Assistant
Secretaries, one or more Assistant Treasurers, a Controller
and such other officers as the Board may from time to time
determine. Notwithstanding the foregoing, by specific action
the Board may authorize the Chairman to appoint any person to
any office other than Chairman, Chief Executive Officer,
President, Chief Financial Officer, Secretary or Treasurer.
Any number of offices may be held by the same person. Any of
the offices may be left vacant from time to time as the Board
may determine. In the case of the absence or disability of any
officer of the Company or for any other reason deemed
sufficient by a majority of the Board, the Board may delegate
the absent or disabled officer's powers or duties to any other
officer or to any Director.

29. Compensation. The compensation of all officers and agents of
the Company who are also Directors of the Company will be
fixed by the Board or by a committee of the Board. The Board
may fix, or delegate the power to fix, the compensation of
other officers and agents of the Company to an officer of the
Company.

30. Succession. The officers of the Company will hold office until
their successors are elected and qualified. Any officer may be
removed at any time by the affirmative vote of a majority of
the Board. Any vacancy occurring in any office of the Company
may be filled by the Board or by the Chairman as provided in
By-Law 28.

31. Chairman of the Board. The Chairman shall preside at all
meetings of the stockholders and of the Board and shall have
such other powers and perform such other duties as may be
prescribed to him or her by the Board or provided in these
By-Laws.

32. Chief Executive Officer. The Chief Executive Officer shall
have the powers and perform the duties incident to that
position. Subject to the powers of the Board, the Chief
Executive Officer shall be in the general and active charge of
the entire business and affairs of the Company, and shall be
its chief policy making officer. The Chief Executive Officer
shall have such other powers and perform such other duties as
may be prescribed by the Board or provided in these By-Laws.

33. The President. The President of the Company shall, subject to
the powers of the Board and the Chairman, and if the President
is not also the Chief Executive Officer, the Chief Executive
Officer, have general charge of the business, affairs and
property of the Company, and control over its officers, agents
and employees. The President shall see that all orders and
resolutions of the Board are carried into effect. The
President shall have such other powers and perform such other
duties as may be prescribed by the Board, and if the President
is not also the Chief Executive Officer, the Chairman and
Chief Executive Officer, or as may be provided in these
By-Laws.

34. Vice Presidents. The Vice President, or if there shall be more
than one, the Vice Presidents in the order determined by the
Board or the Chairman, shall, in the absence or disability of
the President, act with all of the powers and be subject to
all the restrictions of the President. The Vice Presidents
shall also perform such other duties and have such other
powers as the Board, the Chairman, the Chief Executive
Officer, the President or these By-Laws may, from time to
time, prescribe. The Vice Presidents may also be designated as
Executive Vice Presidents, Senior Vice Presidents or Regional
Vice Presidents, as the Board may from time to time prescribe.

35. The Chief Financial Officer. The Chief Financial Officer shall
have the custody of the corporate funds and securities; shall
keep full and accurate all books and accounts of the Company
as shall be necessary or desirable in accordance with
applicable law or generally accepted accounting principles;
shall deposit all monies and other valuable effects in the
name and to the credit of the Company as may be ordered by the
Chairman or the Board; shall cause the funds of the Company to
be disbursed when such disbursements have been duly
authorized, taking proper vouchers for such disbursements; and
shall render to the Board, at its regular meeting or when the
Board so requires, an account of the Company; shall have such
powers and perform such duties as the Board, the Chairman, the
Chief Executive Officer, the President or these By-Laws may,
from time to time, prescribe.

36. The Secretary and Assistant Secretaries. Under the Chairman's
supervision, the Secretary shall give, or cause to be given,
all notices required to be given by these By-Laws or by law;
shall have such powers and perform such duties as the Board,
the Chairman, the Chief Executive Officer, the President or
these By-Laws may, from time to time, prescribe; and shall
have custody of the corporate seal, if any, of the Company.
The Secretary, or an assistant secretary, shall have authority
to affix the corporate seal to any instrument requiring it and
when so affixed, it may be attested by his or her signature or
by the signature of such assistant secretary. The Board may
give general authority to any other officer to affix the seal
of the Company and to attest the affixing by his or her
signature. The Assistant Secretary, or if there be more than
one, any of the Assistant Secretaries, shall in the absence or
disability of the Secretary, perform the duties and exercise
the powers of the Secretary and shall perform such other
duties and have such other

powers as the Board, the Chairman, the Chief Executive
Officer, the President, or Secretary may, from time to time,
prescribe.

37. The Treasurer and Assistant Treasurers. The Treasurer shall
perform such duties and exercise such powers as may be
assigned by the Chief Financial Officer. In the absence or
disability of the Chief Financial Officer, the Treasurer shall
perform the duties and exercise the powers of the Chief
Financial Officer until such time as the Chief Financial
Officer is no longer absent or disabled or a new Chief
Financial Officer is appointed. The Assistant Treasurer, or if
there be more than one, any of the Assistant Treasurers, shall
in the absence or disability of the Treasurer, perform the
duties and exercise the powers of the Treasurer and shall
perform such other duties and have such other powers as the
Board, the Chairman, the Chief Executive Officer, the
President, or Treasurer may, from time to time, prescribe.

38. Execution of Documents and Action with Respect to Securities
of Other Corporations. Each officer of the Company shall have
and is hereby given, full power and authority, except as
otherwise required by law or directed by the Board, (a) to
execute, on behalf of the Company, all duly authorized
contracts, agreements, deeds, conveyances or other obligations
of the Company, applications, consents, proxies and other
powers of attorney, and other documents and instruments, and
(b) to vote and otherwise act on behalf of the Company, in
person or by proxy, at any meeting of stockholders (or with
respect to any action of such stockholders) of any other
corporation in which the Company may hold securities and
otherwise to exercise any and all rights and powers which the
Company may possess by reason of its ownership of securities
of such other corporation. In addition, the President may
delegate to other officers, employees and agents of the
Corporation the power and authority to take any action which
the President, as an officer of the Company, is authorized to
take under this By-Law 38, with such limitations as the
President may specify; such authority so delegated by the
President shall not be re-delegated by the person to whom such
execution authority has been delegated.

STOCK

39. Certificates. Certificates representing shares of stock of the
Company will be in such form as is determined by the Board,
subject to applicable legal requirements. Each such
certificate will be numbered and its issuance recorded in the
books of the Company, and such certificate will exhibit the
holder's name and the number of shares and will be signed by,
or in the name of, the Company by the Chairman or the
President and the Secretary or an Assistant Secretary, or the
Treasurer or an Assistant Treasurer, and will also be signed
by, or bear the facsimile signature of, a duly authorized
officer or agent of any properly designated transfer agent of
the Company. Any or all of the signatures and the seal of the
Company, if any, upon such certificates may be facsimiles,
engraved or printed. Such certificates may be issued and
delivered notwithstanding that the person whose facsimile
signature

appears thereon may have ceased to be such officer at the time
the certificates are issued and delivered.

40. Classes of Stock. The designations, powers, preferences and
rights of the various classes of stock or series thereof, and
the qualifications, limitations or restrictions thereof, will
be set forth in full or summarized on the face or back of the
certificates which the Company issues to represent its stock
or, in lieu thereof, such certificates will set forth the
office of the Company from which the holders of certificates
may obtain a copy of such information.

41. Lost, Stolen or Destroyed Certificates. The Secretary may
direct a new certificate or certificates to be issued in place
of any certificate or certificates theretofore issued by the
Company alleged to have been lost, stolen or destroyed, upon
the making of an affidavit of that fact, satisfactory to the
Secretary, by the person claiming the certificate of stock to
be lost, stolen or destroyed. As a condition precedent to the
issuance of a new certificate or certificates, the Secretary
may require the owners of such lost, stolen or destroyed
certificate or certificates to give the Company a bond in such
sum and with such surety or sureties as the Secretary may
direct as indemnity against any claims that may be made
against the Company with respect to the certificate alleged to
have been lost, stolen or destroyed or the issuance of the new
certificate.

42. Transfer of Stock. Upon surrender to the Company or the
transfer agent of the Company of a certificate for shares,
duly endorsed or accompanied by appropriate evidence of
succession, assignment or authority to transfer, the Company
shall issue a new certificate to the person entitled thereto,
cancel the old certificate and record the transaction upon its
books. Subject to the provisions of the Certificate of
Incorporation and these By-Laws, the Board may prescribe such
additional rules and regulations as it may deem appropriate
relating to the issue, transfer and registration of shares of
the Company.

43. Record Dates. (a) In order that the Company may determine the
stockholders entitled to notice of or to vote at any meeting
of stockholders or any adjournment thereof, the Board may fix
a record date, which will not be more than 60 nor less than
ten calendar days before the date of such meeting. If no
record date is fixed by the Board, the record date for
determining stockholders entitled to notice of or to vote at a
meeting of stockholders will be at the close of business on
the calendar day next preceding the day on which notice is
given, or, if notice is waived, at the close of business on
the calendar day next preceding the day on which the meeting
is held. A determination of stockholders of record entitled to
notice of or to vote at a meeting of the stockholders will
apply to any adjournment of the meeting; provided, however,
that the Board may fix a new record date for the adjourned
meeting.

(b) In order that the Company may determine the
stockholders entitled to receive payment of any
dividend or other distribution or allotment of any
rights or the stockholders entitled to exercise any
rights in respect of any

change, conversion or exchange of stock, or for the
purpose of any other lawful action, the Board may fix
a record date, which record date will not be more
than 60 calendar days prior to such action. If no
record date is fixed, the record date for determining
stockholders for any such purpose will be at the
close of business on the calendar day on which the
Board adopts the resolution relating thereto.

(c) The Company will be entitled to treat the person in
whose name any share of its stock is registered as
the owner thereof for all purposes and will not be
bound to recognize any equitable or other claim to,
or interest in, such share on the part of any other
person, whether or not the Company has notice
thereof, except as expressly provided by applicable
law.

INDEMNIFICATION

44. Damages and Expenses. (a) The Company will to the fullest
extent permitted by applicable law as then in effect indemnify
any person (an "Indemnitee") who is or was involved in any
manner (including without limitation as a party or a witness)
or is threatened to be made so involved in any threatened,
pending or completed investigation, claim, action, suit or
proceeding, whether civil, criminal, administrative or
investigative (including, without limitation, any action, suit
or proceeding by or in the right of the Company to procure a
judgment in its favor) (a "Proceeding") by reason of the fact
that such person is or was or had agreed to become a Director
or officer of the Company, or is or was serving at the request
of the Board or an officer of the Company as a director,
officer, employee or agent of another corporation,
partnership, joint venture, employee benefit plan, trust or
other entity, whether for profit or not for profit, or
anything done or not done by such person in any such capacity,
against all expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such Proceeding.
Such indemnification will (i) be a contract right, (ii)
include the right to receive payment in advance of any
expenses incurred by an Indemnitee in connection with a
Proceeding, consistent with the provisions of applicable law
as then in effect, and (iii) inure to the benefit of the
estate, heirs, executors and administrators of any Indemnitee
who is or shall become deceased.

(b) The right of indemnification provided in this By-Law
44 will not be exclusive of any other rights to which
any person seeking indemnification may otherwise be
entitled and will be applicable to Proceedings
commenced or continuing after the adoption of this
By-Law 44, whether arising from acts or omissions
occurring before or after such adoption.

45. Insurance, Contracts and Funding. The Company may purchase and
maintain insurance to protect itself and any Indemnitee
against any expenses, judgments, fines and amounts paid in
settlement or incurred by any Indemnitee in connection with
any Proceeding referred to in By-Law 44 or otherwise, to the
fullest extent permitted by applicable law as then in effect.
The Company may enter into

contracts with any person entitled to indemnification under By-Law 44
or otherwise and may create a trust fund, grant a security interest
or use other means (including without limitation a letter of credit)
to ensure the payment of such amounts as may be necessary to effect
indemnification as provided in By-Law 44.

GENERAL

46. Fiscal Year. The fiscal year of the Company will end on August 31st
of each year or such other date as may be fixed from time to time by
the Board.

47. Seal. The Board may adopt a corporate seal and use the same by
causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.

48. Reliance Upon Books, Reports and Records. Each Director, each member
of a committee designated by the Board and each officer of the
Company will, in the performance of his or her duties, be fully
protected in relying in good faith upon the records of the Company
and upon such information, opinions, reports or statements presented
to the Company by any of the Company's officers or employees or
committees of the Board, or by any other person or entity as to
matters the Director, committee member or officer believes are within
such other person's professional or expert competence and who has
been selected with reasonable care by or on behalf of the Company.

49. Time Periods. In applying any provision of these By-Laws that
requires that an act be performed or not be performed a specified
number of days before or after the occurrence of an event or that an
act be performed or not be performed during a period of a specified
number of days before or after the occurrence of an event, calendar
days will be used unless otherwise specified, the day of the
performance of the act will be excluded and the day of the occurrence
of the event will be included.

50. Amendments. Except as otherwise provided by law, by the Certificate
of Incorporation or by these By-Laws, these By-Laws or any of them
may be amended in any respect or repealed at any time, either (i) at
any meeting of stockholders, provided that any amendment or
supplement proposed to be acted upon at any such meeting has been
described or referred to in the notice of such meeting, or (ii) at
any meeting of the Board, provided that no amendment adopted by the
Board may vary or conflict with any amendment adopted by the
stockholders. Notwithstanding the foregoing and anything contained in
these By-Laws to the contrary, and except as otherwise provided by
law or the Certificate of Incorporation, By-Laws 1, 3, 8, 10, 11, 12,
13 and 50 may not be amended or repealed by the stockholders, and no
provision inconsistent therewith may be adopted by the stockholders,
without the affirmative vote of the holders of at least 66(beta)% of
the Voting Stock, voting together as a single class. Notwithstanding
anything contained in these By-Laws to the contrary, and except as
otherwise provided by law or the Certificate of Incorporation, the
affirmative vote of the holders of at least 66(beta)% of the Voting
Stock, voting together as a single class, is

required to amend or repeal, or to adopt any provisions inconsistent
with, this By-Law 50.

51. Certain Defined Terms. Terms used herein with initial capital letters
that are not otherwise defined are used herein as defined in the
Certificate of Incorporation. Notwithstanding the foregoing
provisions of By-Laws 8 and 13, a stockholder must comply with all
applicable requirements of the Exchange Act with respect to the
matters set forth in those By-Laws. Nothing in By-Laws 8 and 13 will
be deemed to affect any rights of stockholders to request inclusion
of proposals in the Company's proxy materials in accordance with Rule
14a-8 under the Exchange Act.