EXHIBIT 3.19

BY-LAWS

GENERAL CABLE OVERSEAS HOLDINGS, INC.

.
.
.

TABLE OF CONTENTS

PAGE
----

ARTICLE I OFFICES............................................................................................... 3
SECTION 1.01. Registered Office......................................................................... 3
SECTION 1.02. Other Offices............................................................................. 3

ARTICLE II MEETING OF STOCKHOLDERS.............................................................................. 3
SECTION 2.01. Annual Meetings........................................................................... 3
SECTION 2.02. Voting.................................................................................... 3
SECTION 2.03. Quorum.................................................................................... 3
SECTION 2.04. Special Meetings.......................................................................... 4
SECTION 2.05. Notice of Meetings........................................................................ 4
SECTION 2.06. Action Without Meeting.................................................................... 4

ARTICLE III DIRECTORS........................................................................................... 4
SECTION 3.01. Number and Term........................................................................... 4
SECTION 3.02. Resignation............................................................................... 4
SECTION 3.03. Vacancies................................................................................. 4
SECTION 3.04. Removal................................................................................... 5
SECTION 3.05. Powers.................................................................................... 5
SECTION 3.06. Committees of the Board................................................................... 5
SECTION 3.07. Meetings.................................................................................. 5
SECTION 3.08. Quorum.................................................................................... 5
SECTION 3.09. Compensation.............................................................................. 6
SECTION 3.10. Action Without Meeting; Presence at Meetings.............................................. 6

ARTICLE IV OFFICERS............................................................................................. 6
SECTION 4.01. Officers.................................................................................. 6
SECTION 4.02. Other Officers and Agents................................................................. 6
SECTION 4.03. Resignation; Removal...................................................................... 6
SECTION 4.04. President................................................................................. 6
SECTION 4.05. Vice Presidents........................................................................... 6
SECTION 4.06. Controller................................................................................ 7
SECTION 4.07. Treasurer................................................................................. 7
SECTION 4.08. Secretary................................................................................. 7

SECTION 4.09. Assistant Secretaries..................................................................... 7
SECTION 4.10. Assistant Treasurers...................................................................... 7
SECTION 4.11. Compensation.............................................................................. 7

ARTICLE V MISCELLANEOUS......................................................................................... 7
SECTION 5.01. Certificates of Stock..................................................................... 7
SECTION 5.02. Transfer Agents and Registrars............................................................ 8
SECTION 5.03. Lost Certificates......................................................................... 8
SECTION 5.04. Transfer of Shares........................................................................ 8
SECTION 5.05. Stockholders Record Date.................................................................. 8
SECTION 5.06. Dividends................................................................................. 8
SECTION 5.07. Registered Stockholders................................................................... 8
SECTION 5.08. Seal...................................................................................... 8
SECTION 5.09. Fiscal Year............................................................................... 8
SECTION 5.10. Checks.................................................................................... 9
SECTION 5.11. Execution of Proxies...................................................................... 9
SECTION 5.12. Notice and Waiver of Notice............................................................... 9

ARTICLE VI INDEMNIFICATION...................................................................................... 9
SECTION 6.01. Right to Indemnification.................................................................. 9
SECTION 6.02. Actions, Suits Or Proceedings Other Than Those By Or In The Right Of The Corporation...... 9
SECTION 6.03. Actions, Suits Or Proceedings By Or In The Right Of The Corporation....................... 10
SECTION 6.04. Authorization of Indemnification.......................................................... 10
SECTION 6.05. Good Faith Defined........................................................................ 10
SECTION 6.06. Proceedings Initiated By Indemnified Persons.............................................. 10
SECTION 6.07. Indemnification By A Court................................................................ 10
SECTION 6.08. Losses Payable In Advance................................................................. 11
SECTION 6.09. Non-exclusivity and Survival of Indemnification........................................... 11
SECTION 6.10. Meaning Of Certain Terms In Connection With Employee Benefit Plans, etc................... 11
SECTION 6.11. Insurance................................................................................. 11

ARTICLE VII AMENDMENTS.......................................................................................... 11

BY-LAWS

GENERAL CABLE OVERSEAS HOLDINGS, INC.

ARTICLE I
OFFICES

SECTION 1.01. Registered Office. The registered office of the
corporation in the State of Delaware shall be established and maintained at the
office of The Corporation Trust Company, in the City of Wilmington, County of
New Castle, and said corporation shall be the Registered Agent of the
Corporation in charge thereof.

SECTION 1.02. Other Offices. The principal place of business of the
Corporation in the State of Delaware shall be the City of Wilmington, County of
New Castle; and the Corporation may have other offices, either within or without
the State of Delaware, at such place or places as the Board of Directors may
from time to time appoint or the business of the Corporation may require.

ARTICLE II
MEETING OF STOCKHOLDERS

SECTION 2.01. Annual Meetings. Annual meetings of stockholders for the
election of directors and for the transaction of any proper business shall be
held at such place, either within or without the State of Delaware, and at such
time and date as the Board of Directors by resolution shall determine and as set
forth in the notice of the meeting. If the annual meeting of stockholders is not
held on the date designated therefor, the Board of Directors shall cause the
meeting to be held as soon thereafter as convenient. At each annual meeting the
stockholders entitled to vote shall elect a Board of Directors and they may
transact such other corporate business as may properly be brought before the
meeting.

SECTION 2.02. Voting. Each stockholder entitled to vote in accordance
with the terms of the Certificate of Incorporation and in accordance with the
provisions of these By-Laws shall be entitled to one vote, in person or by
proxy, for each share of stock outstanding and entitled to vote held by such
stockholder, but no proxy shall be voted after three years from its date unless
such proxy provides for a longer period. Upon the demand of any stockholder, the
vote for directors and the vote upon any question before the meeting shall be
written ballot. When a quorum is present at any meeting, the vote of the holders
of a majority of the shares of stock outstanding and having voting power present
in person or represented by proxy shall decide any question brought before such
meeting, unless the question is one upon which by express provisions of a
statute or of the Certificate of Incorporation a different vote is required in
which case such express provisions shall govern and control the decision of such
question.

The officer who has charge of the stock ledger of the Corporation shall
prepare and make, at least ten days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
shares registered in the name of each stockholder. Such a list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for period of at least ten days prior to the
meeting, either at a place within the city or town where the meeting is to be
held, which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof and may be inspected by any stockholder who is present.

SECTION 2.03. Quorum. At all meetings of stockholders, except as
otherwise required by statute or by the Certificate of Incorporation, the
presence, in person or by proxy, of the holders of a majority of the shares of
stock outstanding and entitled to vote thereat shall be requisite for, and shall
constitute a quorum for, the transaction of business. In case a quorum shall not
be present at any meeting, a majority in interest of the stockholders entitled
to vote thereat, present in person or by proxy, shall have power to adjourn the
meeting from time to time, without

notice other announcement at the meeting, until the requisite amount of shares
entitled to vote shall be present or represented. At any such adjourned meeting
at which the requisite amount of shares entitled to vote shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified. If the adjournment is for more than thirty
days, or if after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each stockholder of
record entitled to vote at the meeting.

SECTION 2.04. Special Meetings. Special meetings of the stockholders
for any purpose or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may be called by the President or the Secretary
and shall be called by the President or Secretary at the request of the Board of
Directors or at the request in writing of the stockholders of a majority of the
shares of stock outstanding and having voting power. Such request shall state
the purpose or purposes of the proposed meeting. Special meetings may be held at
such time and place, within or without the State of Delaware, as shall be stated
in the notice of the meeting.

SECTION 2.05. Notice of Meetings. Written notice, stating the place,
date and time of any meeting, annual or special, and, if a special meeting, the
purpose or purposes of which the meeting is called, shall be given to each
stockholder entitled to vote thereat, not less than ten or more than sixty days
before the date of the meeting.

SECTION 2.06. Action Without Meeting. Unless otherwise provided in the
Certificate of Incorporation, any action required to be taken at any annual or
special meeting of stockholders, or any action which may be taken at any annual
or special meeting of the stockholders, may be taken without a meeting, without
prior notice and without a vote, if a consent in writing, setting forth the
action so taken, shall be signed by the holders of outstanding stock having not
less than the minimum number of votes that would be necessary to authorize or
take such action at a meeting at which all shares entitled to vote thereon were
present and voted. Prompt notice of the taking of corporate action without a
meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.

ARTICLE III
DIRECTORS

SECTION 3.01. Number and Term. The number of directors shall be two or
such other number as may be fixed from time to time by resolution of the Board
of Directors or by action of the stockholders. The directors shall be elected at
the annual meeting of the stockholders and each director shall be elected to
hold office until his successor shall be elected and qualified. Directors need
not be stockholders.

SECTION 3.02. Resignation. Any director or member of a committee may
resign at any time. Such resignation shall be made in writing and shall take
effect at the time specified therein or, of no time be specified, at the time of
its receipt by the President or Secretary. The acceptance of a resignation shall
not be necessary to make it effective.

SECTION 3.03. Vacancies. 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, though less than a quorum, or by
a sole remaining director, and the directors so chosen shall hold office until
the next annual election and until their successors shall be elected and
qualified.

Unless otherwise provided by the Certificate of Incorporation, when one
or more directors shall resign from the Board of Directors, effective at a
future date, a majority of the directors then in office, including those who
have so resigned, shall have power to fill such vacancy or vacancies, the vote
thereon to take effect when such resignation or resignations shall become
effective, and each director so chosen shall hold office as herein provided in
the filling of other vacancies.

In the event that a vacancy or newly created directorship shall not
have been filled by the Board of Directors, the additional director or directors
nay be elected by the stockholders entitled to vote thereon, either at an annual
meeting of stockholders or at a special meeting called for the purpose. The
directors or directors so chosen

shall hold office until the next annual meeting of stockholders and until their
successors shall be elected and qualified.

SECTION 3.04. Removal. Any director or directors may be removed either
for or without cause at any time by the affirmative vote of the holders of a
majority of all the shares of stock outstanding and entitled to vote, at a
special meeting of the holders of such shares, and the vacancies thus created
may be filled, at such meeting or at any subsequent meeting, by the affirmative
vote of a majority in interest of the stockholders entitled to vote.

SECTION 3.05. Powers. The business and affairs of the Corporation shall
be managed by the Board of Directors, which may exercise all the powers of the
Corporation and do all lawful acts and things which are not conferred upon or
reserved to the stockholders by law, by the Certificate of Incorporation or by
these By-Laws.

SECTION 3.06. Committees of the Board. The Board of Directors may, by
resolution passed by a majority of the whole Board of Directors, designate one
or more committees, each committee to consist of two 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 he or they 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 resolution of the Board of Directors,
shall have and may exercise all the powers 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 all or 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 By-Laws of the Corporation; and,
unless the resolution or the Certificate of Incorporation expressly so provides,
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. Each committee shall keep regular minutes of its
meetings and report the same to the Board of Directors when required.

SECTION 3.07. Meetings. Meetings of the Board of Directors shall be
held at such place, either within or without the State of Delaware, as the Board
of Directors shall from time to time designate or as may be specified in the
notice of such meeting.

Special meetings of the Board of Directors may be held at any time upon
the call of the President or the Secretary by notice to each director given not
less than two days, or not less than three days in the case of notice given by
mail, before such meeting. Special meetings shall be called by the President or
the Secretary in like manner and on like notice on the written request of two
directors.

Regular meetings of the Board of Directors may be held without notice
at such time and at such place as shall from time to time be determined by the
Board of Directors. The first meeting of a newly elected Board of Directors
shall be held without notice as soon as practicable after each annual meeting of
the stockholders at the same place at which such meeting was held, provided a
quorum is present. If a quorum is not present, such first meetings may be held
at such time and such place as shall be specified in a notice given as herein
provided for special meetings of the Board of Directors.

SECTION 3.08. Quorum. Not less than a majority of the total number of
directors shall constitute a quorum for the transaction of business. If at any
meeting of the Board of Directors there shall be less than a quorum present, a
majority of those present may adjourn the meeting from time to time until a
quorum is obtained, and no further notice thereof need be given other than by
announcement at the meeting which shall be so adjourned. The vote of the
majority of the directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors unless a statute or the Certificate
of incorporation shall require a vote of a greater number.

SECTION 3.09. Compensation. Directors shall not receive any stated
salary for their services as directors or as members of committees, but by
resolution of the Board of Directors a fixed fee and expenses of attendance may
be allowed for attendance at each meeting. Nothing herein contained shall be
construed to preclude any director from serving the Corporation in any other
capacity as an officer, agent or otherwise and receiving compensation therefor.

SECTION 3.10. Action Without Meeting; Presence at Meetings. Unless
otherwise restricted in the Certificate of Incorporation, 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 the members of the
Board Directors or the 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 of Directors or committee.

Unless otherwise restricted by the Certificate of Incorporation,
members of the Board of Directors, or any committee designated by such Board,
may participate in a meeting of such Board or committee by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear one another, and such participation in a
meeting shall constitute presence in person at such meeting.

ARTICLE IV
OFFICERS

SECTION 4.01. Officers. The Officers of the Corporation shall be the
President, a Secretary, a Treasurer and a Controller, each of whom shall be
elected by the Board of Directors and shall hold office until his successor
shall be elected and have qualified. The Board of Directors also may elect one
or more Vice Presidents and one or more Assistant Secretaries and Assistant
Treasurers. The officers shall be elected annually by the Board of Directors at
its first meeting following the annual meeting of stockholders and shall hold
office until their successors are chosen and have qualified. Any number of
offices may be held by the same person.

SECTION 4.02. Other Officers and Agents. The Board of Directors may
appoint such other officers and agents as may from time to time appear to be
necessary or advisable in the conduct of the affairs of the Corporation, who
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.

SECTION 4.03. Resignation; Removal. Any officer may resign at any time.
Such resignation shall be made in writing and shall take effect at the time
specified therein, and if no time be specified, at the time of its receipt by
the President or the Secretary. The acceptance of a resignation shall not be
necessary to make it effective. Any officer may be removed, for or without
cause, at any time by the affirmative vote of a majority of the Board of
Directors. Any vacancy occurring in any office shall be filled for the unexpired
portion of the term by the Board of Directors.

SECTION 4.04. President. The President shall be the Chief Executive
Officer of the Corporation. The President shall have general and active control
of the Corporation's business, finances and affairs, subject to the control of
the Board of Directors. Except as may otherwise be provided by the Board of
Directors from time to time, the President shall have general power to execute
bonds, deeds, contracts, conveyances and other instruments in the name of the
Corporation and to affix the corporate seal; to appoint all employees and agents
of the Corporation whose appointment is not otherwise provided for and to fix
the compensation thereof subject to the provisions of these By-laws and subject
to the approval of the Board of Directors; to remove or suspend any employee or
agent who shall not have been appointed by the Board of Directors; and to
suspend for cause, pending final action by the body which shall have appointed
him, any officer other than an elected officer, or any employee or agent who
shall have been appointed by the Board of Directors. He shall have such further
powers and duties as may be conferred on him by the Board of Directors.

SECTION 4.05. Vice Presidents. The Vice Presidents, if any, shall have
such powers and perform such duties as may be respectively assigned to them from
time to time by the Board of Directors or the Chief Executive

Officer. In the absence or the disability of the President, his duties shall be
performed and his performance may be exercised by the Executive Vice President
or other Vice President or Vice Presidents in the order determined by the Board
of Directors or, failing such delegation, in the order of their last election to
that office.

SECTION 4.06. Controller. The Controller shall prescribe and have
charge of the system of books and accounts. He may require reports from the
Treasurer and all other officers or agents of the Corporation who receive or
disburse funds for its account at such times and in such forms as he may deem
desirable.

SECTION 4.07. Treasurer. The Treasurer shall have the care and custody
of all the funds of the Corporation and shall deposit the same in such banks or
other depositories as the Board of Directors, or any officer or officers, or any
officer and agent jointly, duly authorized by the Board of Directors, shall,
from time to time, direct or approve. He shall disburse the funds of the
Corporation under the direction of the Board of Directors or the Chief Executive
Officer. He shall keep full and accurate account of all moneys received and paid
on account of the \ Corporation and shall render a statement of his accounts
whenever the Board of Directors shall require. He shall perform all other
necessary acts and duties in connection with the administration of the financial
affairs of the Corporation and shall generally perform all the duties usually
appertaining to the office of treasurer of a corporation. When required by the
Board of Directors, he shall give bonds for the faithful discharge of his duties
in such sums and with such sureties as the Board of Directors shall approve.

SECTION 4.08. Secretary. The Secretary shall attend all meetings of the
Board of Directors and the stockholders and shall record all votes and the
minutes of all proceedings in a book to be kept for that purpose and shall, when
requested, perform like duties for all committees of the Board of Directors. He
shall attend to the giving of notice of all meetings of the stockholders and, if
notice is required, of meetings of the Board of Directors and of committees
thereof; he shall have custody of the corporate seal and, when authorized by the
Board of Directors, shall have authority to affix the same to any instrument
and, when so affixed, it shall be attested by his signature or the signature of
the Treasurer or an Assistant Secretary or an Assistant Treasurer. He shall keep
and account for all documents, papers, and records of the Corporation, except
those for which some other officer or agent is properly accountable. He shall
generally perform all the duties appertaining to the office of secretary of a
corporation. In the absence of the Secretary, such person as shall be designated
by the Chief Executive Officer shall perform his duties.

SECTION 4.09. Assistant Secretaries. Each Assistant Secretary shall
perform such duties and have such powers as may from time to time be assigned to
him by the Board of Directors. In the absence or disability of the Secretary,
his duties shall be performed and his powers may be exercised by the Assistant
Secretary or the Assistant Secretaries in the order determined by the Board of
Directors or, failing such designation, in the order of their last election to
that office.

SECTION 4.10. Assistant Treasurers. Each Assistant Treasurer shall
perform such duties and have such powers as may from time to time be assigned to
him by the Board of Directors. In the absence or disability of the Treasurer,
his duties shall be performed and his powers may be exercised by the Assistant
Treasurer or the Assistant Treasurers in the order determined by the Board of
Directors or, failing such designation, in the order of their last election to
that office.

SECTION 4.11. Compensation. The Board of Directors shall have the power
to fix the compensation of all officers of the Corporation.

ARTICLE V
MISCELLANEOUS

SECTION 5.01. Certificates of Stock. The shares of stock of the
Corporation shall be represented by certificates in such forms as shall be
determined by the Board of Directors and shall be signed by the President or a
Vice President and the Secretary or an Assistant Secretary or the Treasurer or
an Assistant Treasurer, and shall be sealed with the seal of the Corporation or
a facsimile thereof. The signatures of the officers may be facsimiles if the
certificate is countersigned by a Transfer Agent or registered by a Registrar
other than the Corporation or its employee. In case any officer who has signed
or whose facsimile signature has been placed upon a certificate shall

have ceased to be such officer before such certificate is issued, it may be
issued by the Corporation with the same effect as if he were such officer at the
date of issue.

SECTION 5.02. Transfer Agents and Registrars. The Board of Directors
may, in its discretion appoint one or more banks or trust companies in such city
or cities as the Board of Directors may deem advisable, from time to time, to
act as Transfer Agents and Registrars of the shares of stock of the Corporation;
and, upon such appointments being made, no certificate representing shares shall
be valid until countersigned by one of such Transfer Agents and registered by
one of such Registrars.

SECTION 5.03. Lost Certificates. In case any certificate representing
shares shall be lost, stolen or destroyed, the Board of Directors, or any
officer or officers authorized by the Board of Directors, may authorize the
issue of a substitute certificate in place of the certificate so lost, stolen or
destroyed, and, if the Corporation shall have a Transfer Agent and Registrar,
may cause or authorize such substitute certificate to be countersigned by the
appropriate Transfer Agent and registered by the appropriate Registrar. In each
such case, the applicant for a substitute certificate shall furnish to the
Corporation and to such of its Transfer Agents and Registrars as may require the
same, evidence to their satisfaction, in their discretion, of the loss, theft or
destruction of such certificate and the ownership thereof, and also such
security or indemnity as may by them be required.

SECTION 5.04. Transfer of Shares. Transfer of shares shall be made on
the books of the Corporation only by the person named in the certificates or by
his attorney lawfully constituted in writing, and upon surrender and
cancellation of the certificate or certificates of a like number of shares, with
duly executed assignment and power of transfer endorsed thereon or attached
thereto, and with such proof of the authenticity of the signatures as the
Corporation or its agents may reasonably require.

SECTION 5.05. Stockholders Record Date. In order that the Corporation
may determine the stockholders entitled to notice of or to vote at any meeting
of stockholders or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, 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 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; provided, however, that the Board of Directors may fix a new record
date for the adjournment meeting.

SECTION 5.06. Dividends. Subject to the provisions of the Certificate
of Incorporation, the Board of Directors may, out of funds legally available
therefor, at any regular or special meeting declare dividends upon the capital
stock of the Corporation as and when they deem expedient. Before declaring any
dividends, there may be set apart, out of any funds of the Corporation available
for dividends, such sum or sums as the directors from time to time in their
discretion deem proper for working capital or as a reserve a fund to meet
contingencies or for equalizing dividends or for such other purposes as the
directors shall deem conductive to the interests of the Corporation; and in its
discretion the Board of Directors may decrease or abolish any such reserve.

SECTION 5.07. 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 other distributions, and to vote as
such owner, and to hold liable for calls and assessments the 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 shares on the part of any other
person, whether or not is shall have express or other notice thereof, except as
otherwise provided by law.

SECTION 5.08. Seal. The corporate seal shall be circular in form and
shall contain the name of the Corporation, the year of its organization and the
words "CORPORATE SEAL, DELAWARE." The deal may be used by causing it or a
facsimile thereof to be impressed or affixed or reproduced or otherwise.

SECTION 5.09. Fiscal Year. The fiscal year of the Corporation shall be
determined by the Board of Directors.

SECTION 5.10. Checks. All checks, drafts or other orders for the
payment of money, notes or other order evidences of indebtedness issued in the
name of the Corporation shall be signed by such officer or officers, agent or
agents of the Corporation and in such manner as shall be determined from time to
time by resolution of the Board of Directors.

SECTION 5.11. Execution of Proxies. The President or, in the absence or
disability of the President, a Vice President, may authorize from time to time
the signature and issuance of proxies to vote upon shares of stock of other
corporations standing in the name of the Corporation or authorize the execution
of consents to action taken or to be taken by such other corporation. All such
proxies and consents shall be signed in the name of the Corporation by the
President or a Vice President and by the Secretary or an Assistant Secretary.

SECTION 5.12. Notice and Waiver of Notice. Whenever any notice is
required to be given under the provisions of any law, of the Certificate of
Incorporation or of these By-Laws, personal notice is not meant unless expressly
so stated, and any notice so required shall be deemed to be sufficient if given
by depositing the same in the United States mail, postage prepaid, addressed to
the person entitled thereto at his address as it appears on the records of the
Corporation, and such notice shall be deemed to have been given on the day of
such mailing. Notice to directors may also be given on the day of mailing.
Notice to directors may also be given by telex, cable or telegram. Stockholders
not entitled to vote shall not be entitled to receive notice of any meetings
except as otherwise provided by statute.

Whenever any notice whatever is required to be given under the
provisions of any law or law or of the Certificate of Incorporation or of these
By-Laws, a waiver thereof in writing, signed by the person or persons entitled
to said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto. Neither the business to be transacted at, nor the purpose
of, any regular or special meeting of the stockholders, directors, or members of
a committee of directors need be specified in any written waiver of notice
unless so required by the certificate of Incorporation. Attendance of a person
at a meeting shall constitute a waiver of notice of such meeting, except when
the person attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened.

ARTICLE VI
INDEMNIFICATION

SECTION 6.01. Right to Indemnification. Each person who was or is made
a party or is threatened to be made a party to or is otherwise involved in any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (a "Proceeding"), by reason of the
fact (a) that he or she is or was a director or officer of the Corporation, or
(b) that he or she, being at the time a director or officer of the Corporation,
is or was serving at the request of the Corporation as a director, officer,
member, employee, fiduciary or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to an
employee benefit plan (collectively, "another enterprise" or "other
enterprise"), shall be indemnified and held harmless by the Corporation to the
fullest extent permitted by the Delaware General Corporation Law as the same
exists or may hereafter be amended (but, in the case of any such amendment, with
respect to alleged action or inaction occurring prior to such amendment, only to
the extent that such amendment permits the Corporation to provide broader
indemnification rights than permitted prior thereto), against all expense,
liability and loss (including, without limitation, attorneys' and other
professionals' fees and expenses, claims, judgments, fines, ERISA excise taxes
or penalties and amounts paid in settlement) actually and reasonably incurred or
suffered by such person in connection therewith ("Losses"). Without diminishing
the scope of indemnification provided by this Section 6.01, such persons shall
also be entitled to the further rights set forth below.

SECTION 6.02. Actions, Suits Or Proceedings Other Than Those By Or In
The Right Of The Corporation. Subject to the terms and conditions of this
Article, the Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any Proceeding (other than an action by or in
the right of the Corporation) by reason of the fact that such person is or was a
director, officer or employee of the Corporation, or, being at the time a
director, officer or employee of the Corporation, is or was serving at the
request of the Corporation as a director, officer, member, employee, fiduciary
or agent of another enterprise, against all Losses, actually and reasonably
incurred or suffered by such person in connection with such Proceeding if such
person acted in good faith and in a

manner reasonably believed to be in or not opposed to the best interest of the
Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe the conduct was unlawful. The termination of any
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 reasonably believed to be
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 the
conduct was unlawful.

SECTION 6.03. Actions, Suits Or Proceedings By Or In The Right Of The
Corporation. Subject to the terms and conditions of this Article, the
Corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any Proceeding by or in the right of the Corporation to
procure a judgment in its favor by reason of the fact that such person is or was
a director, officer or employee of the Corporation, or being at the time a
director, officer or employee of the Corporation, is or was serving at the
request of the Corporation as a director, officer, member, employee, fiduciary
or agent of another enterprise against all Losses actually and reasonably
incurred or suffered by such person in connection with the defense or settlement
of such action or suit if such person acted in good faith and in a manner
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 or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.

SECTION 6.04. Authorization of Indemnification. Any indemnification
under this Article (unless ordered by a court) shall be made by the Corporation
only as authorized in the specific case upon a determination that
indemnification of a person is proper in the circumstances because such person
has met the applicable standard of conduct required by Section 6.01 or set forth
in Section 6.02 or 6.03 of this Article, as the case may be. Such determination
shall be made in reasonably prompt manner (i) by the Board of Directors by a
majority vote of directors who were not parties to such action, suit or
proceeding, whether or not they constitute a quorum of the Board of Directors,
(ii) if there are no such directors, or if such directors so direct, by
independent legal counsel in a written opinion, (iii) by the stockholders or
(iv) as the Delaware General Corporation Law may otherwise permit. To the
extent, however, that a director, officer, employee or agent of the Corporation
has been successful on the merits or otherwise in defense of any action, suit or
proceeding described above, or in defense of any claim, issue or matter therein,
such person shall be indemnified against expenses (including attorneys' and
other professionals' fees) actually and reasonably incurred by such person in
connection therewith, without the necessity of authorization in the specific
case.

SECTION 6.05. Good Faith Defined. For purposes of any determination
under Section 6.04 of this Article, a person shall be deemed to have acted in
good faith if the action is based on (a) the records or books of account of the
Corporation or another enterprise, or on information supplied to such person by
the officers of the Corporation or another enterprise in the course of their
duties, (b) the advice of legal counsel for the Corporation or another
enterprise, or (c) information or records given or reports made to the
Corporation or another enterprise by an independent certified public account,
independent financial adviser, appraiser or other expert selected with
reasonable care by the Corporation or the other enterprise. The provisions of
this Section 6.05 shall not be deemed to be exclusive or to limit in any way the
circumstances in which a person may be deemed to have met the applicable
standard of conduct.

SECTION 6.06. Proceedings Initiated By Indemnified Persons.
Notwithstanding any provisions of this Article to the contrary, the Corporation
shall not indemnify any personal or make advance payments in respect of Losses
to any person pursuant to this Article in connection with any Proceeding (or
portion thereof) initiated against the Corporation by such person unless such
Proceeding (or portion thereof) is authorized by the Board of Directors or its
designee; provided, however, that this prohibition shall not apply to a
counterclaim, cross-claim or third-party claim brought in any Proceeding or to
any claims provided for in Section 6.07 of this Article.

SECTION 6.07. Indemnification By A Court. Notwithstanding any contrary
determination in the specific case under Section 6.04 of this Article, and
notwithstanding the absence of any determination thereunder, any director,
officer or employee may apply to any court of competent jurisdiction for
indemnification to the extent

otherwise permissible under Section 6.01, 6.02 or 6.03 of this Article. Notice
of any application for indemnification pursuant to this Section 6.07 shall be
given to the Corporation promptly upon the filing of such application.

SECTION 6.08. Losses Payable In Advance. Losses reasonably incurred by
an officer or director in defending any threatened or pending Proceeding shall
be paid by the Corporation in advance of the final disposition of such
Proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that such
person is not entitled to be indemnified by the Corporation as authorized in
this Article. Losses shall be reasonably documented by the officer or director
and required payments shall be made promptly by the Corporation. Losses incurred
by other employees may be so paid upon such terms and conditions, if any, as the
Board of Directors deems appropriate.

SECTION 6.09. Non-exclusivity and Survival of Indemnification. The
indemnification and advancement of expenses provided by or granted pursuant to
this Article shall not be deemed exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled under the
Certificate of Incorporation, any By-Law, agreement, contract, vote of
Stockholders or of disinterested directors, or pursuant to the direction
(howsoever embodied) of any court of competent jurisdiction or otherwise. The
provisions of this Article shall not be deemed to preclude the indemnification
of any person who is not specified in Section 6.01, 6.02 or 6.03 of this Article
but whom the Corporation has the power or obligation to indemnify under the
provisions of the Delaware General Corporation Law, or otherwise. The rights
conferred by this Article shall continue as to a person who has ceased to be a
director, officer or employee and shall inure to the benefit of such person and
the heirs, executors, administrators and other comparable legal representatives
of such person. The rights conferred in this Article shall be enforceable as
contract rights, and shall continue to exist after any rescission or restrictive
modification hereof with respect to events occurring prior thereto. No rights
are conferred in this Article for the benefit of any person (including, without
limitation, officers, directors and employees subsidiaries of the Corporation )
in any capacity other than as explicitly set forth herein.

SECTION 6.10. Meaning Of Certain Terms In Connection With Employee
Benefit Plans, etc. For purposes of this Article, references to "fines" shall
include any excise taxes assessed on a person with respect to an employee
benefit plan; references to "serving at the request of the Corporation" shall
include any service as a director, officer or employee of the Corporation which
imposes duties on, or involves service by, such director, officer or employee,
with respect to an employee benefit plan, its participants or beneficiaries; and
a person who has act in good faith and in a manner reasonably believed to be in
the interest of the participants and beneficiaries of an employee benefit plan
shall be deemed to have acted in a manner "not opposed to the best interests of
the Corporation" as referred to in this Article.

SECTION 6.11. Insurance. The Corporation may, but shall not be required
to, purchase and maintain insurance on behalf of any person who is or was a
director, officer or employee of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, member, employee, fiduciary
or agent of another against any liability asserted against such person and
incurred by such person in any such capacity, or arising out of such person's
status as such, whether or not the Corporation would have the power or the
obligation to indemnify such person against such liability under the provisions
of this Article.

ARTICLE VII
AMENDMENTS

These By-Laws may be altered, amended or repealed, and new By-Laws may
be adopted, by the stockholders or, when such power is conferred upon the Board
of Directors by the Certificate of Incorporation, by the Board of Directors, at
any regular meeting of the stockholders or of the Board of Directors or at any
special meeting of the stockholders or of the Board of Directors if notice of
the proposed alteration, amendment, repeal or adoption be contained in the
notice of such special meeting.