<DOCUMENT>
<TYPE>EX-3.200.5
<SEQUENCE>2
<FILENAME>bylaws.txt
<DESCRIPTION>BY-LAWS
<TEXT>
                                                        Exhibit 3.200.5



                                     BYLAWS*

                                       OF

                         CITIZENS COMMUNICATIONS COMPANY













* As amended March 9, 1937;  May 12, 1942;  June 15, 1946;  October 1, 1946; May
23, 1947;  January 7, 1948;  April 1, 1948;  March 31,  1949;  January 26, 1951;
April 11, 1952;  July 28, 1954;  February 24, 1960;  November 18, 1963;  May 10,
1966;  February 3, 1967;  April 10, 1968; April 17, 1970; June 11, 1970; June 7,
1974;  August 8,  1975;  November  7, 1980;  January  16,  1981;  March 3, 1981;
February 20, 1986; June 5, 1987; August 8, 1988; May 5, 1989; May 31, 1989; June
23, 1989; September 11, 1989 (clerical correction); May 1, 1990; April 14, 1992;
February 17, 1993,  February 8, 1994  (clerical  correction);  October 24, 1995;
August 8, 1996 (clerical  correction);  December 17,1996;  January 20, 1998; May
20, 1999; July 18, 2000;  March 6,2002;  May 16, 2002;  July 30, 2002;  April 1,
2003; and July 10, 2004.



<PAGE>
                                     BYLAWS
                                       OF
                         CITIZENS COMMUNICATIONS COMPANY

                                      TITLE

     1. The title of this corporation is CITIZENS COMMUNICATIONS COMPANY.

                               LOCATION OF OFFICES

     2.  The  principal  office  of the  corporation  in  Delaware  shall  be in
Wilmington  and the resident  agent in charge  thereof shall be THE  CORPORATION
TRUST COMPANY, The Corporation Trust Center, 1209 Orange Street.

     The  corporation  may also have an office or offices  at such other  places
within or without the State of Delaware as the Board of Directors  may from time
to time designate.

                                 CORPORATE SEAL

3. The corporate seal shall be circular in form and have  inscribed  thereon the
name of the  corporation,  the year of its  incorporation  (1935)  and the words
"Incorporated Delaware".

                            MEETINGS OF STOCKHOLDERS

4. All meetings of stockholders  shall be held at the offices of the corporation
or such other  place as shall be  designated  by the Board of  Directors  of the
corporation.

     Annual  Meetings  of  Stockholders  shall  be held on a date  and at a time
designated by the Board of Directors of the corporation.  At each annual meeting
the  stockholders  shall  elect a Board of  Directors,  such  election  to be by
majority of the stock present or represented  by proxy,  and entitled to vote at
the meeting.


<PAGE>

     Each stockholder  shall, at every meeting of the stockholders,  be entitled
to one vote in person or by written proxy signed by him, for each share of stock
held by him,  but no proxy shall be voted on after one year from its date.  Such
right to vote shall be subject to the right of the Board of  Directors  to close
the  transfer  books  or  to  fix a  record  date  for  voting  stockholders  as
hereinafter provided.

     Special  meetings of the  stockholders may be called by the Chief Executive
Officer  and shall be called on the  request in writing or by vote of a majority
of the Board of  Directors  or on request in writing of  stockholders  of record
owning fifty  percent  (50%) in amount of the capital  stock of the  corporation
outstanding  and entitled to vote.  Any such request by  stockholders  shall set
forth a brief  description  of the  business  desired to be  brought  before the
special  meeting  and the reasons for  conducting  such  business at the special
meeting.

     The record date for determining the stockholders of record entitled to vote
at a special  meeting  called on the written  request of  stockholders  shall be
fixed by  resolution of the Board of  Directors.  Written  notice of such record
date shall be sent  promptly to  stockholders  and the meeting  shall be held on
such date as shall be  determined  by the Board of Directors  which shall be not
less than sixty (60) nor more than one hundred  and twenty  (120) days after the
date on  which a proper  demand  for a  stockholders  meeting  has been  made by
stockholders.

     The Board of Directors may determine  rules and  procedures for the conduct
of the special meeting.

     No business may be transacted at a special meeting of  stockholders,  other
than  business  that is either (a)  specified  in the notice of meeting  (or any
supplement  thereto)  given by or at the direction of the Board of Directors (or
any duly authorized  committee  thereof),  (b) otherwise properly brought before
the special  meeting by or at the  direction of the Board of  Directors  (or any
duly authorized  committee thereof) or (c) otherwise properly brought before the
special  meeting by any  stockholder  of the  corporation  who complies with the
procedures set forth in this Bylaw.


<PAGE>

     Notice of each meeting of stockholders, whether annual or special, shall be
mailed by the secretary to each stockholder of record, at his or her post office
address as shown by the stock  books of the  Company,  at least ten days and not
more than sixty days prior to the date of the meeting. If the transfer books are
closed  or a record  date is fixed in  connection  with an  annual  meeting,  as
permitted  by  By-Law  17,  the  notice  of the  meeting  shall  be given to the
stockholders  of record as of the time said books are  closed or record  date is
fixed,  but if the transfer  books are not closed or a record date is not fixed,
said notice shall be given to the  stockholders of record at the time the notice
is mailed.

     The holders of a majority  of the stock  outstanding  and  entitled to vote
shall  constitute a quorum,  but the holders of a smaller amount may adjourn any
meeting from time to time without further notice until a quorum is secured.

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

<PAGE>

     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 corporation.

     To be timely,  a  stockholder's  notice to the Secretary of the corporation
must be delivered to or mailed and received at the principal  executive  offices
of  the   corporation  not  less  than  ninety  (90)  days  nor  more  than  one
hundred-twenty  (120)  days  prior to the  anniversary  date of the  immediately
preceding annual meeting of stockholders;  provided,  however, that in the event
that the annual meeting is called for a date that is not within twenty-five (25)
days before or after such anniversary  date,  notice by the stockholder in order
to be timely  must be so  received  not later than the close of  business on the
tenth  (10th) day  following  the day on which  notice of the date of the annual
meeting was mailed or public  disclosure  of the date of the annual  meeting was
made, whichever first occurs.

     To be in proper  written form, a  stockholder's  notice to the Secretary of
the corporation 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 and  series and number of shares of each class and
series of capital stock of the  corporation  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,  (v)
a  representation  that such  stockholder  is a holder of record of stock of the
corporation  entitled to vote at such meeting and that such stockholder  intends
to appear in person or by proxy at the annual  meeting  to bring  such  business
before the meeting,  and (vi) 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  pursuant to
Section 14 of the Securities  Exchange Act of 1934 (the  "Exchange  Act") (or in
any law or  statute  replacing  such  section),  and the rules  and  regulations
promulgated thereunder.
<PAGE>

     No business shall be conducted at any annual meeting of stockholders except
business  brought before the meeting in accordance with the procedures set forth
in this Bylaw; provided,  however, that, once business has been properly brought
before the meeting in  accordance  with such  procedures,  nothing in this Bylaw
shall be deemed to preclude  discussion by any stockholder of any such business.
If the chairman of a meeting  determines that business was not properly  brought
before the meeting in  accordance  with the foregoing  procedures,  the chairman
shall declare to the meeting that the business was not properly  brought  before
the meeting and such business shall not be transacted.

     In  addition,  notwithstanding  anything in this Bylaw to the  contrary,  a
stockholder intending to nominate one or more persons for election as a director
at an annual or special  meeting of  stockholders  must  comply with Bylaw 5 for
such nominations to be properly brought before such meeting.

                                    DIRECTORS

5. The property and business of the corporation  shall be managed and controlled
by its Board of  Directors,  which shall consist of not less than seven nor more
than fifteen members.  The number of Directors shall be fixed from time to time,
within the limits  prescribed,  by resolution  of the Board of Directors.  As of
July 10, 2004,  the Board of Directors  shall  consist of up to twelve  members,
unless a different  number shall  thereafter be fixed by resolution of the Board
of Directors.  Vacancies in the Board of Directors (except  vacancies  resulting
from the removal of directors by stockholders), including vacancies in the Board
of  Directors  resulting  from any increase in the number of  Directors,  may be
filled by a majority of the Directors then in office.
<PAGE>

     Directors  shall  otherwise  be elected by the  stockholders  at the annual
meeting and shall hold office  until the next  annual  election  and until their
successors  are elected and  qualified.  At all  elections  of Directors of this
corporation  each  stockholder  shall be  entitled  to one vote in  person or by
written  proxy signed by him, for each share of stock owned by him, and election
shall be by  majority  vote of the stock  present  or  represented  by proxy and
entitled to vote at the meeting. The stockholders of this corporation shall have
no  preemptive  right  to  subscribe  to any  issue of  shares  of stock of this
corporation now or hereafter made.

     A Director may be  designated  a "Director  Emeritus" of the Company by the
vote of the Board of Directors.  A Director  Emeritus shall be invited to attend
all meetings of the Board of  Directors  but shall not have the right to vote. A
Director Emeritus shall receive such compensation as the Board shall determine.

     A Director  Emeritus  shall be  designated  by the Board of Directors for a
one-year  term (and may be  reappointed)  at the Annual  Meeting of the Board of
Directors following the Company's Annual Meeting of Stockholders.

     The Board of Directors  shall have an Executive  Committee.  The  Executive
Committee of the Board shall consist of four (4) members, to be appointed by and
to serve at the pleasure of the Board. The Chief Executive  Officer shall be the
Chairman of the Executive  Committee.  During intervals  between meetings of the
Board,  the  Committee  shall  have the  power  and  authority  of the  Board of
Directors of the management of the business affairs and property of the Company.

     A majority of the  Directors  in office shall be  independent  directors as
hereinafter  defined.  At the time that the  nominees for the Board of Directors
are selected for  proposal for election at the Annual  Meeting of  Stockholders,
the Board of  Directors  will  review  the  circumstances  of each  nominee  and
determine  whether  he or  she  is an  independent  director.  If it  should  be
determined  that a majority of the nominees are not independent  directors,  the
Nominating  and Corporate  Governance  Committee  shall take steps to select and
recommend  the  nomination  of  a  sufficient  number  of  individuals  who  are
independent  directors  so that a majority of members of the Board of  Directors
shall be independent directors.
<PAGE>

     The Board of Directors  shall have a Nominating  and  Corporate  Governance
Committee.  The Nominating and Corporate  Governance  Committee shall consist of
not less than two directors and not more than four directors, to be appointed by
and to serve at the  pleasure of the Board.  Each member of the  Nominating  and
Corporate  Governance  Committee shall be an independent director as hereinafter
defined.  The  Nominating  and Corporate  Governance  Committee  shall  consider
recommendations  of individuals who may be expected to make contributions to the
Company or members  of the Board of  Directors.  The  Nominating  and  Corporate
Governance  Committee shall establish  procedures for the nominating process and
make  recommendations  to the  Board  of  Directors  annually  for the  slate of
nominees  for the Board of  Directors  to be proposed  at the Annual  Meeting of
Stockholders.  In addition,  the Nominating and Corporate  Governance  Committee
shall take a leadership role in shaping the corporate governance of the Company,
including making recommendations on matters relating to the make-up of the Board
and its various committees and corporate governance principles applicable to the
Company.

     The  Board  of  Directors   shall  have  a  Compensation   Committee.   The
Compensation Committee shall consist of not less than two directors and not more
than five  directors,  to be  appointed  by and to serve at the  pleasure of the
Board.  Each  member  of the  Compensation  Committee  shall  be an  independent
director as hereafter defined. The Compensation Committee shall consider matters
related to compensation of officers,  directors and employees of the Company and
to make  recommendations  with respect  thereto to the Board of  Directors.  The
Compensation  Committee  shall have the  authority to retain  independent  legal
counsel and compensation advisors.
<PAGE>

     The Board of Directors shall have an Audit  Committee.  The Audit Committee
shall consist of not less than three Directors,  to be appointed and to serve at
the  pleasure of the Board.  Except as  otherwise  provided by such rules,  each
member of the Audit  Committee shall be qualified to serve thereon in accordance
with the applicable  rules of the New York Stock  Exchange.  The Audit Committee
shall  have  such  powers,  duties  and  authority  as  shall be  determined  by
resolution of the Board of Directors  from time to time,  including as set forth
in the  charter  of the Audit  Committee  adopted by the Board of  Directors  in
accordance with the rules of the New York Stock Exchange.

     For  purposes of this  Article 5 and Article 9 of the Bylaws,  "independent
director" shall mean a director who is:

          (a) an individual who is not and has not been employed as an executive
     officer by the  Company  (or any  corporation,  the  majority of the voting
     stock of which is owned,  directly or indirectly  through one or more other
     subsidiaries,  by the Company)  within  three (3) fiscal years  immediately
     prior to his or her most recent  election or appointment as a member of the
     Board of Directors; or

          (b) an  individual  who is not a regular paid advisor or consultant to
     the Company and who is not an affiliate (within the meaning of Exchange Act
     Rule 12b-2 of the Securities and Exchange Commission) of any entity that is
     a regular paid advisor or consultant to the Company; or

          (c) an individual who is not an employee or owner of five percent (5%)
     or more of the voting stock of any business or professional entity that has
     made, during the Company' s last full fiscal year,  payments to the Company
     or its  subsidiaries  for  property,  goods or  services  in excess of five
     percent (5%) of the lesser of (i) the Company's consolidated gross revenues
     for its last full fiscal  year,  or (ii) such other  entity's  consolidated
     gross revenues for its last full fiscal year; or

          (d) an individual who is not an employee or owner of five percent (5%)
     or more of the voting stock of any business or professional entity to which
     the Company or its subsidiaries  have made,  during the Company's last full
     fiscal  year,  payments for  property,  goods or services in excess of five
     percent (5%) of the lesser of (i) the Company's consolidated gross revenues
     for its last full fiscal  year,  or (ii) such other  entity's  consolidated
     gross revenues for its last full fiscal year; or
<PAGE>

          (e) an individual  who is not a party to a personal  service  contract
     with the Company pursuant to which fees or other  compensation  received by
     the  individual  from the  Company  during his or her last full fiscal year
     (other than fees received as a member of the  Company's  Board of Directors
     or a committee thereof so as to require  description of such contract under
     Item 404(a) of Regulation  S-K  promulgated  by the Securities and Exchange
     Commission, as in effect on January 1, 1994; or

          (f) an  individual  who is not employed by a  tax-exempt  organization
     that  received,  during its last full fiscal year,  contributions  from the
     Company  in  excess  of  five  percent  (5%)  of  the  lesser  of  (i)  the
     consolidated  gross  revenues  of the  Company  during its last full fiscal
     year, or (ii) the  contributions  received by the  tax-exempt  organization
     during its last full fiscal year; or

          (g) an  individual  who has not carried out a  transaction  or did not
     have a relationship,  during the Company's last full fiscal year, such that
     the specifics of a transaction would be required to be described under Item
     404  of  Regulation   S-K   promulgated  by  the  Securities  and  Exchange
     Commission, as in effect on January 1, 1994; or

          (h) an individual  who is not employed by a public company at which an
     executive  officer  of the  Company  serves  as a  member  of the  board of
     directors;

                           or

          (i) an  individual  who  has not had  any  relationship  described  in
     paragraphs (a) - (h) with any corporation, the majority of the voting stock
     of which is owned directly or indirectly, through one or more subsidiaries,
     by the Company; or

          (j) an individual  who is not a member of the immediate  family of any
     person  described  in  paragraphs  (a)  -  (i).  For  these  purposes,   an
     individual's  immediate  family  shall  include such  individual's  spouse,
     parents,  children,  siblings,  mothers-  and  fathers-in-law,   sons-  and
     daughters-in-laws, and brothers and sisters-in-law.
<PAGE>

     The term  "independent  director"  shall have no legal  significance  under
applicable  corporate  or  securities  law or in any respect  other than for the
purposes  of this  Bylaw.  No  inference  shall be drawn that a director is "not
independent,"  "interested,"  or "a party to a contract or transaction" or has a
"financial  interest" in any contract or  transaction  within the meaning of any
applicable  corporate or securities  law, and no director shall be  disqualified
from taking  action or  refraining  from acting on any matter  coming before the
Board of  Directors  by reason of his or her status as an  independent  director
under  this  Bylaw.

     Only persons who are nominated in accordance with the following  procedures
shall be eligible for election as directors of the  corporation,  subject to the
rights of holders of any class or series of stock having a  preference  over the
common stock of the  corporation  as to dividends or upon  liquidation  to elect
directors under specified circumstances.  Nominations of persons for election to
the Board of Directors may be made at any annual meeting of stockholders,  or at
any  special  meeting  of  stockholders  called  for  the  purpose  of  electing
directors,  (a)  by or at  the  direction  of  the  Board  of  Directors  or the
Nominating and Corporate Governance Committee,  or (b) by any stockholder of the
corporation  (i) who is a stockholder of record on the date of the giving of the
notice  provided for in this Bylaw and on the record date for the  determination
of stockholders  entitled to vote at such meeting and (ii) who complies with the
notice procedures set forth in this Bylaw.

     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 corporation.
<PAGE>

     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 corporation (a)
in the case of an annual  meeting,  not less than ninety (90) days nor more than
one  hundred-twenty  (120) days prior to the anniversary date of the immediately
preceding annual meeting of stockholders;  provided,  however, that in the event
that the annual meeting is called for a date that is not within twenty-five (25)
days before or after such anniversary  date,  notice by the stockholder in order
to be timely  must be so  received  not later than the close of  business on the
tenth  (10th) day  following  the day on which  notice of the date of the annual
meeting was mailed or public  disclosure  of the date of the annual  meeting was
made,  whichever  first  occurs;  and (b) in the case of a  special  meeting  of
stockholders  called for the purpose of electing  directors,  not later than the
close of business on the tenth (10th) day  following  the day on which notice of
the date of the special  meeting was mailed or public  disclosure of the date of
the special meeting was made, whichever first occurs.

     To be in proper written form, a stockholder's  notice to the Secretary must
set forth (a) as to each person whom the  stockholder  proposes to nominate  for
election as a director (i) the name, age, business address and residence address
of the person, (ii) the principal occupation and employment of the person, (iii)
the class and  series  and  number of shares of each class and series of capital
stock of the corporation which are owned beneficially or of record by the person
and (iv) 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  Exchange  Act  (or in any  law  or  statute  replacing  such
section), and the rules and regulations  promulgated  thereunder;  and (b) as to
the  stockholder  giving  the  notice  (i) the name and  record  address of such
stockholder,  (ii) the class and  series  and number of shares of each class and
series of capital stock of the  corporation  which are owned  beneficially or of
record  by  such  stockholder,  (iii)  a  description  of  all  arrangements  or
understandings  between 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,  (iv) a representation that such stockholder
is a holder  of  record  of stock of the  corporation  entitled  to vote at such
meeting and that such stockholder intends to appear in person or by proxy at the
meeting to nominate the person or persons named in its notice, and (v) 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 Section 14 of the
Exchange Act (or in any law or statute replacing such section) and the rules and
regulations promulgated thereunder. 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.
<PAGE>

     No person shall be eligible  for election as a director of the  corporation
unless  nominated in accordance  with the procedures set forth in this Bylaw. If
the  Chairman  of the  meeting  determines  that a  nomination  was not  made in
accordance  with the  foregoing  procedures,  the Chairman  shall declare to the
meeting that the nomination was defective and such defective nomination shall be
disregarded.

                              POWERS OF DIRECTORS

6. The Board of Directors  shall have all such powers as may be exercised by the
Corporation,  subject to the  provisions of the  statutes,  the  Certificate  of
Incorporation, and the Bylaws.

                             MEETINGS OF DIRECTORS

7.  Meetings  of the Board of  Directors  shall be held at such place  within or
without the State of Delaware as may from time to time be fixed by resolution of
the Board of Directors, or as may be specified by the Chief Executive Officer in
the call of any meeting.  Regular  meetings of the Board of  Directors  shall be
held at such times as may from time to time be fixed by  resolution of the Board
of Directors  and special  meetings of the Board of Directors may be held at any
time upon the call of two (2)  Directors  or of the Chief  Executive  Officer by
oral, telegraphic, written, electronic mail or other electronic notice duly sent
or mailed to each  Director  not less than  twenty-four  (24) hours  before such
meeting. A meeting of the Board may be held without notice immediately after the
annual meeting of  stockholders at the same place at which such meeting is held.
Notice need not be given of regular meetings of the Board held at times fixed by
resolution of the Board.  Meetings may be held at any time without notice if all
the Directors are present or if those not present waive notice of the meeting in
writing. (Telephone Participation in Meetings)
<PAGE>

     Members  of  the  Board  of  Directors  (or  any  committees  thereof)  may
participate  in a meeting of the Board of Directors (or of such  committees)  by
means of conference  telephone or other  communications  equipment via which all
persons participating can hear each other. Such participation in the substantive
discussion and  determinations of a meeting shall constitute  presence in person
at such meeting.

     A majority of the Directors shall constitute a quorum, but a smaller number
may adjourn any meeting from time to time without  further notice until a quorum
is secured.

                            OFFICERS OF THE COMPANY

8. The officers of the Company shall be a Chairman of the Board of Directors,  a
Chief Executive  Officer,  a President,  one or more vice presidents  (with such
duties and titles as may be assigned to them), a secretary, a treasurer,  one or
more assistant vice  presidents  (with such duties and titles as may be assigned
to  them),  and such  other  officers  as may from time to time be chosen by the
Board of Directors.

     The officers of the Company  shall hold office until their  successors  are
elected and qualified.  If the office of any officer or officers  becomes vacant
for any  reason,  the  vacancy  shall be  filled  by the  affirmative  vote of a
majority of the whole Board of Directors.
<PAGE>

                             DUTIES OF THE CHAIRMAN

9. Unless  otherwise  determined by resolution of the Board,  the Chairman shall
preside at all meetings of the Board of  Directors  and of the  stockholders  at
which  he or she  shall  be  present.  In his or her  absence,  any  independent
director who has been designated as a lead director by the Board of Directors or
any other  Director  designated  by the Board of Directors  shall preside at all
meetings of the Board of Directors and of the  stockholders.  The Chairman shall
have such other powers and duties as the Board shall determine from time to time
by resolution.

                      DUTIES OF THE CHIEF EXECUTIVE OFFICER

     9A. The Chief Executive Officer shall be the chief executive officer of the
Company  and it shall be the duty of the Chief  Executive  Officer to carry into
effect  all  orders,  resolutions,  and  policy  determinations  of the Board of
Directors;  to execute all  contracts  and  agreements;  to keep the seal of the
Company;  and to sign and to affix  the seal of the  Company  to any  instrument
requiring  the same,  which  seal  shall be  attested  by the  signature  of the
Secretary or Treasurer or Assistant Secretary or Assistant  Treasurer.  He shall
have the general supervision and direction of the other officers of the Company.
<PAGE>

     He shall submit a report of the  operations  of the Company for the year to
the  Directors  at their  meeting  next  preceding  the  annual  meeting  of the
stockholders and to the stockholders at their annual meeting.

     He shall have the general duties and powers of  supervision  and management
usually vested in the chief executive officer of a corporation.

     The  Chief  Executive  may also  hold  another  office  with  the  Company.
Accordingly,  the duties and responsibilities of the position may be assigned by
the Board of Directors to any Company officer.

                             DUTIES OF THE PRESIDENT

9B. Unless otherwise  decided by the Board of Directors,  the President shall be
the chief  administrative  officer of the  Company.  It shall be his duty to see
that all orders and policy determination conveyed by the Chief Executive Officer
are carried into effect. He shall have the general  supervision and direction of
the  operations  and  administration  of the  affairs of the Company and general
supervision and direction of the other officers and employees of the Company and
shall see that their duties are properly performed.

                                 VICE PRESIDENT

     10. The vice president or vice presidents, in the order of their seniority,
shall be vested  with all the powers and  required  to perform all the duties of
the President in his absence or  disability  and shall perform such other duties
as may be prescribed by the Board of Directors.

                             CHIEF EXECUTIVE PRO TEM

     11. In the absence or  disability of both the Chief  Executive  Officer and
President, the Board may appoint a chief executive pro tem.
<PAGE>

                                    SECRETARY

     12. The  secretary  shall  attend all meetings of the  corporation  and the
Board of  Directors.  He shall act as clerk  thereof and shall record all of the
proceedings  of such  meetings  in a book kept for that  purpose.  He shall give
proper notice of meetings of  stockholders  and Directors and shall perform such
other  duties  as shall  be  assigned  to him by the  Chief  Executive  Officer,
President or the Board of Directors.

                                    TREASURER

     13. The  treasurer  shall have custody of the funds and  securities  of the
corporation  and  shall  keep  full  and  accurate   accounts  of  receipts  and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable  effects in the name and to the credit of the  corporation in
such  depositories  as may be  designated  by the Board of  Directors.  He shall
disburse the funds of the  corporation as may be ordered by the Board,  or Chief
Executive  Officer or President,  taking proper vouchers for such  disbursements
and shall  render to the  Chief  Executive  Officer,  President  and  Directors,
whenever  they may require it, an account of all his  transactions  as treasurer
and of the financial condition of the corporation.

     He  shall  keep an  account  of  stock  and  income  notes  registered  and
transferred  in such  manner  and  subject to such  regulations  as the Board of
Directors may prescribe.

     He  shall  give  the  corporation  a bond,  if  required  by the  Board  of
Directors,  in such sum and in form and with security  satisfactory to the Board
of Directors  for the faithful  performance  of the duties of his office and the
restoration to the corporation,  in case of his death,  resignation,  or removal
from  office,  of all  books,  papers,  vouchers,  money and other  property  of
whatever kind in his possession,  belonging to the corporation. He shall perform
such other duties as the Board of Directors  may from time to time  prescribe or
require.
<PAGE>

                       DUTIES OF OFFICERS MAY BE DELEGATED

     14. In case of the absence or disability of any officer of the  corporation
or for any other reason deemed  sufficient by a majority of the Board, the Board
of Directors  may  delegate his powers or duties to any other  officer or to any
Director for the time being.  The duties  relating to the execution of contracts
and  agreements  and the signing of  instruments  and  affixing  the seal of the
Company and other matters may be delegated to any officer, from time to time, as
the Board shall see fit.

                              CERTIFICATES OF STOCK

     15.  Certificates of stock shall be signed by the Chairman,  President or a
vice  president  and either the  treasurer,  assistant  treasurer,  secretary or
assistant secretary. If a certificate of stock be lost or destroyed, another may
be issued in its stead upon proof of such loss or destruction  and the giving of
a  satisfactory  bond of  indemnity,  in an amount  sufficient  to indemnify the
corporation against any claim.

                                TRANSFER OF STOCK

     16. All transfer of stock of the  corporation  shall be made upon its books
upon presentation of the certificate or certificates therefor, properly endorsed
by  the  holder  of  the  shares  in  person  or  by  his  lawfully  constituted
representative,  and upon surrender of such certificate or certificates of stock
for cancellation.

                            CLOSING OF TRANSFER BOOKS

     17. The Board of Directors shall have the power to close the stock transfer
books of the  corporation  for a period not exceeding  sixty (60) days preceding
the date for any meeting of  stockholders  or for payment of any dividend or for
the  allotment of rights or when any change or conversion or exchange of capital
stock  shall go into  effect.  In lieu of so  closing  the  books,  the Board of
Directors may fix in advance a date, not exceeding sixty (60) days preceding the
abovementioned dates, as a record date for the determination of the stockholders
entitled to notice of or to vote at any such meeting,  any adjournment  thereof,
or entitled to dividends or other rights hereinbefore mentioned.
<PAGE>

     In order that the  corporation may determine the  stockholders  entitled to
consent to corporate action in writing without a meeting, the Board of Directors
may fix a record  date,  which record date shall not precede the date upon which
the resolution fixing the record date is adopted by the Board of Directors,  and
which  date  shall not be more than ten (10) days  after the date upon which the
resolution  fixing the record date is adopted by the Board of Directors (or such
later date as the stockholder may request). Any stockholder of record seeking to
have the  stockholders  authorize or take  corporate  action by written  consent
shall, by written notice to the Secretary of the corporation,  request the Board
of Directors to fix a record date. The Board of Directors shall promptly, but in
all  events  within  ten (10)  days  after the date on which  such a request  is
received,  adopt a resolution fixing the record date. If no record date has been
fixed by the Board of  Directors  within  ten (10) days  after the date on which
such request is received, the record date for determining  stockholders entitled
to  consent to  corporate  action in  writing  without a meeting,  when no prior
action by the Board of Directors  is required by  applicable  law,  shall be the
first date on which a signed written  consent  setting forth the action taken or
proposed to be taken is delivered to the  Secretary  of the  corporation  at its
principal  executive  offices.  Delivery  shall  be by hand or by  certified  or
registered mail, return receipt  requested.  If no record date has been fixed by
the Board of Directors and prior action by the Board of Directors is required by
applicable law, the record date for determining stockholders entitled to consent
to  corporate  action in  writing  without  a  meeting  shall be at the close of
business  on the date on which  the Board of  Directors  adopts  the  resolution
taking such prior action.
<PAGE>

                             STOCKHOLDERS OF RECORD

     18. The corporation  shall be entitled to treat the holder of record of any
share or shares of stock as the holder in fact thereof and accordingly shall 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 it shall have  express or other
notice thereof, save as expressly provided by the laws of Delaware.

                                   FISCAL YEAR

     19.  The fiscal  year of the  corporation  shall  begin on the first day in
January in each year.

                                   DIVIDENDS

     20.  Dividends,   to  the  extent  not  restricted  by  provisions  of  the
corporation's  Certificate of Incorporation  or by subsisting  agreements of the
corporation,  may be declared  by the Board of  Directors  and paid in cash,  in
property,  or in shares of the capital  stock of the  corporation  to the extent
permitted  by law,  out of net assets in excess of its capital or out of its net
profits, provided there shall be no impairment of the capital of the corporation
represented  by its  issued  and  outstanding  stock  of all  classes  having  a
preference upon the distribution of assets.

                                BOOKS AND RECORDS

     21. The books,  accounts, and records of the corporation may be kept within
or without  the State of  Delaware,  at such place or places as may from time to
time be designated by the Bylaws or by resolution of the Directors.
<PAGE>

                                     NOTICES

     22. Notice required to be given under the provisions of these Bylaws to any
Director, officer or stockholder shall not be construed to mean personal notice,
but may be given in writing by  depositing  the same in a post  office or letter
box, in a postpaid sealed or unsealed  wrapper,  addressed to such  stockholder,
officer or Director at such address as appears on the books of the  corporation,
and such  notice  shall be deemed to be given at the time when the same shall be
thus mailed; provided, however, that any notice to Directors may also be made by
oral, telegraphic,  electronic mail or other electronic  transmission,  and such
notice  shall be deemed  to be given at the time when the same  shall be sent or
given. In computing the number of days notice required for any meeting,  the day
on which the notice shall be deposited in the mail or sent by telegraph shall be
excluded;  provided, however, that in computing the number of hours required for
any oral,  telegraphic,  electronic mail or other electronic notice to Directors
of a special meeting of Directors,  the time of delivery of such notice shall be
the time of sending or giving such notice.

                                WAIVER OF NOTICE

     23. Any  stockholder,  officer,  or Director  may waive in  writing,  or by
telegraph, any notice required to be given under these Bylaws, whether before or
after the time stated therein.
<PAGE>

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

24.  Paragraph (a). Right of  Indemnification.  The  Corporation  shall,  to the
fullest  extent  permitted by  applicable  law as then in effect,  indemnify any
person  (the  "indemnitee")  who was or is  involved  in any manner  (including,
without limitation,  as a party or a witness) or was 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 or proceeding by or in
the  right  of  the  Corporation  to  procure  a  judgement  in  its  favor)  (a
"Proceeding")  by reason of the fact that he is or was a director  or officer of
the  Corporation,  or is or was serving at the request of the  Corporation  as a
director or officer of another corporation, or of a partnership,  joint venture,
trust or other enterprise (including,  without limitation,  service with respect
to any  employee  benefit  plan),  whether the basis of any such  Proceeding  is
alleged  action in an  official  capacity as director or officer or in any other
capacity while serving as a director or officer, against all expenses, liability
and loss (including,  without  limitation,  attorneys' fees,  judgments,  fines,
ERISA excise taxes or penalties,  and amounts paid or to be paid in  settlement)
actually and reasonably incurred by him in connection with such Proceeding. Such
indemnification shall continue as to a person who has ceased to be a director or
officer and shall inure to the benefit of his heirs,  executors,  administrators
and legal representatives. The right to indemnification conferred in this By-law
shall  include  the right to receive  payment of any  expenses  incurred  by the
indemnitee  in  connection   with  such  Proceeding  in  advance  of  the  final
disposition of the Proceeding, consistent with applicable law as then in effect.
All rights to indemnification  conferred in this By-law, including rights to the
advancement of expenses and the evidentiary,  procedural and other provisions of
this By-law,  shall be contract  rights.  The Corporation  may, by action of its
Board of Directors, provide indemnification for employees, agents, attorneys and
representatives  of the Corporation  with the same, or with more or less,  scope
and extent as herein  provided for officers and  directors.  No amendment to the
Restated  Certificate  of  Incorporation  or  amendment or repeal of the By-laws
purporting to have the effect of modifying or repealing any of the provisions of
this By-law in a manner  adverse to the  indemnitee  shall  abridge or adversely
affect any right to  indemnification  or other similar  rights and benefits with
respect to any acts or omissions  occurring  prior to such  amendment or repeal.
This By-law shall be applicable to all Proceedings, whether arising from acts or
omissions  occurring  before or after the  adoption of this  Bylaw.  The phrases
"this  By-law"  and  "By-law"  shall  refer to "By-laws 24 and 24A," and for all
purposes,  except the corporate  procedure required for amendment of the By-law,
this By-law shall be considered as one By-law.
<PAGE>

     Paragraph  (b).  By-Law  Not  Exclusive.   The  right  of  indemnification,
including the right to receive payment in advance of expenses, conferred in this
By-law shall not be  exclusive  of any other rights to which any person  seeking
indemnification  may  otherwise be entitled  under any provision of the Restated
Certificate of Incorporation,  By-law,  agreement,  applicable corporate law and
statute,  vote of  disinterested  directors or  stockholders  or otherwise.  The
indemnitee is free to proceed under any of the rights or procedures available to
him.

     Paragraph  (c).  Burden  of  Proof.  In  any  determination,  review  of  a
determination, action, arbitration, or other proceeding relating to the right to
indemnification  conferred in this By-law, the Corporation shall have the burden
of proof that the indemnitee has not met any standard of conduct or belief which
may  be  required  by  applicable  law  to  be  applied  in  connection  with  a
determination  that the  indemnitee  is not entitled to  indemnity  and also the
burden of proof on any of the issues  which may be material  to a  determination
that the  indemnitee  is not entitled to  indemnification.  Neither a failure to
make  such a  determination  of  entitlement  nor an  adverse  determination  of
entitlement to indemnity  shall be a defense of the  Corporation in an action or
proceeding  brought  by the  indemnitee  or by or on behalf  of the  Corporation
relating to  indemnification  or create any presumption  that the indemnitee has
not met any such  standard of conduct or belief or is otherwise  not entitled to
indemnity.  If successful  in whole or in part in such an action or  proceeding,
the indemnitee  shall be entitled to be further  indemnified by the  Corporation
for the expenses actually and reasonably incurred by him in connection with such
action or proceeding.
<PAGE>

     Paragraph (d). Advancement of Expenses. All reasonable expenses incurred by
or on behalf of indemnitee in connection  with any Proceeding  shall be advanced
from  time to time to the  indemnitee  by the  Corporation  promptly  after  the
receipt by the  Corporation of a statement from the indemnitee  requesting  such
advance, whether prior to or after final disposition of such Proceeding.

     Paragraph  (e).  Insurance,  Contracts  and Funding.  The  Corporation  may
purchase and maintain  insurance to protect itself and any person who is, or may
become  an   officer,   director,   employee,   agent,   attorney,   trustee  or
representative   (any  of  the   foregoing   being  herein   referred  to  as  a
"Representative")  of the Corporation or, at the request of the  Corporation,  a
Representative of another corporation or entity, against any expenses, liability
or  loss  asserted  against  him  or  incurred  by him in  connection  with  any
Proceeding in any such capacity,  or arising out of his status as such,  whether
or not the  Corporation  would  have the power to  indemnify  him  against  such
expense, liability or loss under the provisions of this By-law or otherwise. The
Corporation may enter into contracts with any Representative of the Corporation,
or any person  serving as such at the  request of the  Corporation  for  another
corporation or entity,  in  furtherance  of the provisions of this By-law.  Such
contracts  shall  be  deemed   specifically   approved  and  authorized  by  the
stockholders  of the  Corporation and not subject to invalidity by reason of any
interested directors.  The Corporation 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 of any person entitled thereto.
<PAGE>

     Paragraph  (f)  Severability;  Statutory  Alternative.  If any provision or
provisions of this By-law shall be held to be invalid,  illegal or unenforceable
for any reason whatsoever (i) the validity,  legality and  enforceability of all
of the  remaining  provisions of this By-law shall not in any way be affected or
impaired  thereby;  and  (ii) to the  fullest  extent  possible,  the  remaining
provisions  of this By-law shall be construed so as to give effect to the intent
manifested by the provision held invalid, illegal or unenforceable. In the event
that the indemnitee  elects,  as an  alternative to the procedures  specified in
this By-law, to follow one of the procedures  authorized by applicable corporate
law or  statute  to  enforce  his  right to  indemnification  and  notifies  the
Corporation of his election,  the Corporation  agrees to follow the procedure so
elected by the  indemnitee.  If in accordance with the preceding  sentence,  the
procedure  therefor   contemplated  herein  or  the  procedure  elected  by  the
indemnitee in any specific  circumstances  (or such election by the  indemnitee)
shall  be  invalid  or  ineffective  in  bringing  about  a  valid  and  binding
determination of the entitlement of the indemnitee to indemnification,  the most
nearly comparable  procedure  authorized by applicable  corporate law or statute
shall be followed by the Corporation and the indemnitee.

     Paragraph (g).  Certain  Limitations.  The corporation  shall indemnify any
indemnitee  as provided in By-laws 24 and 24A in  connection  with a  Proceeding
initiated by such indemnitee only if such Proceeding was authorized by the Board
of Directors of the corporation;  provided,  however, that the corporation shall
further  indemnify an indemnitee in connection with a Proceeding to enforce such
indemnitee's rights under By-laws 24 and 24A.

     24A. Procedures;  Presumptions and Effect of Certain Proceedings; Remedies.
In  furtherance,  but not in  limitation,  of the  foregoing  provisions of this
By-law,  the following  procedures,  presumptions  and remedies shall apply with
respect to advancement of expenses and the right to  indemnification  under this
By-law:
<PAGE>

Section 1. Advancement of Expenses. The advancement or reimbursement of expenses
to an  indemnitee  shall  be  made  within  20 days  after  the  receipt  by the
Corporation  of a request  therefor  from the  indemnitee.  Such  request  shall
reasonably  evidence  the  expenses  incurred  or  about to be  incurred  by the
indemnitee and, if required by law at the time of such advance, shall include or
be  accompanied by an undertaking by or on behalf of the indemnitee to repay the
amounts  advanced if it should  ultimately be determined  that the indemnitee is
not entitled to be indemnified against such expenses.

     Section 2. Procedure for Determination of Entitlement to Indemnification.

     Section  2.l.  To  obtain  indemnification  (except  with  respect  to  the
advancement  of  expenses),  an indemnitee  shall submit to the Chief  Executive
Officer or  Secretary  of the  Corporation  a written  request,  including  such
documentation  and information as is reasonably  available to the indemnitee and
reasonably  necessary to determine  whether and to what extent the indemnitee is
entitled to indemnification (the "Supporting  Documentation").  The Secretary of
the Corporation shall promptly advise the Board of Directors in writing that the
indemnitee has requested indemnification.  The determination of the indemnitee's
entitlement  to  indemnification  shall be made  not  later  than 60 days  after
receipt by the Corporation of the written request and Supporting Documentation.

     Section 2.2.  The  indemnitee's  entitlement  to  indemnification  shall be
determined  in  one  of the  following  ways:  (a)  by a  majority  vote  of the
Disinterested  Directors  (as  hereinafter  defined)  (which term shall mean the
Disinterested  Director,  if there is only one); (b) by a written opinion of the
Independent  Counsel  (as  hereinafter   defined)  if  (i)  a  majority  of  the
Disinterested  Directors so directs; (ii) there is no Disinterested Director, or
(iii) a Change of Control (as  hereinafter  defined) shall have occurred and the
indemnitee so requests in which case the Disinterested Directors shall be deemed
to have so directed;  (c) by the  stockholders of the Corporation (but only if a
majority of the Disinterested Directors determines that the issue of entitlement
to   indemnification   should  be  submitted  to  the   stockholders  for  their
determination); or (d) as provided in Section 3 of this By-law.
<PAGE>

Section 2.3. In the event the determination of entitlement to indemnification is
to be made by  Independent  Counsel  pursuant to Section 2.2 of this  By-law,  a
majority of the  Disinterested  Directors shall select the Independent  Counsel,
but only an  Independent  Counsel to which the  indemnitee  does not  reasonably
object; provided,  however, that if a Change of Control shall have occurred, the
indemnitee  shall  select  such  Independent  Counsel,  but only an  Independent
Counsel to which the Board of Directors does not reasonably object.
<PAGE>

Section 3. Presumptions and Effect of Certain  Proceedings.  Except as otherwise
expressly  provided  in this  By-law,  the  indemnitee  shall be  presumed to be
entitled to  indemnification  upon  submission of a request for  indemnification
together with the Supporting Documentation,  and thereafter in any determination
or  review  of  any  determination,  and  in  any  arbitration,   proceeding  or
adjudication  the  Corporation  shall have the burden of proof to overcome  that
presumption in reaching a contrary determination. In any event, if the person or
persons  empowered under Section 2.2 of this By-law to determine  entitlement to
indemnification  shall  not  have  been  appointed  or  shall  not  have  made a
determination  within 60 days after  receipt by the  Corporation  of the request
therefor  together with the Supporting  Documentation,  the indemnitee  shall be
deemed to be entitled to  indemnification.  In either case, the indemnitee shall
be entitled to such indemnification, unless (a) the indemnitee misrepresented or
failed to disclose a material fact in making the request for  indemnification or
in the Supporting  Documentation  or (b) such  indemnification  is prohibited by
law,  in  either  case  as  finally   determined  by  adjudication  or,  at  the
indemnitee's sole option, arbitration (as provided in Section 4 of this By-law).
The termination of any Proceeding,  or of any claim, issue or matter therein, by
judgment,  order, settlement or conviction, or upon a plea of nolo contenders or
its  equivalent,  shall  not,  of  itself,  adversely  affect  the  right of the
indemnitee  to  indemnification  or create any  presumption  with respect to any
standard of conduct or belief or any other matter which might form a basis for a
determination  that the  indemnitee  is not  entitled to  indemnification.  With
regard to the right to  indemnification  for expenses,  (a) if and to the extent
that the  indemnitee  has been  successful  on the  merits or  otherwise  in any
Proceeding,  or (b) if a Proceeding was terminated  without a  determination  of
liability  on the part of the  indemnitee  with  respect to any claim,  issue or
matter therein or without any payments in settlement or compromise being made by
the indemnitee with respect to a claim,  issue or matter therein,  or (c) if and
to the  extent  that  the  indemnitee  was not a party  to the  Proceeding,  the
indemnitee shall be deemed to be entitled to indemnification,  which entitlement
shall not be  defeated  or  diminished  by any  determination  which may be made
pursuant to clauses  (a), (b) or (c) of Section  2.2.  The  indemnitee  shall be
presumptively  entitled to indemnification in all respects for any act, omission
or conduct  taken or occurring  which  (whether by condition  or  otherwise)  is
required,  authorized  or  approved by any order  issued or other  action by any
commission or governmental body pursuant to any federal statute or state statute
regulating the Corporation or any of its subsidiaries by reason of its status as
a  public  utility  or  public  utility  holding  company  or by  reason  of its
activities as such.  To the extent  permitted by law, the  presumption  shall be
conclusive  on all parties  with  respect to acts,  omissions  or conduct of the
indemnitee if he acted in good faith and in a manner he  reasonably  believed to
be in or not opposed to the best interests of the Corporation or its subsidiary.
No presumption  adverse to an indemnitee shall be drawn with respect to any act,
omission or conduct of the  indemnitee if he acted in good faith and in a manner
he  reasonably  believed  to be in or not opposed to the best  interests  of the
Corporation  or its  subsidiary  taken  or  occurring  in  the  absence  of,  or
inconsistent  with, any order issued or action by any commission or governmental
body.
<PAGE>

     Section 4. Remedies of Indemnitee.

Section 4.1. In the event that a determination  is made pursuant to Section 2 of
this By-law that the  indemnitee is not entitled to  indemnification  under this
By-law,  (a) the  indemnitee  shall be entitled to seek an  adjudication  of his
entitlement to such indemnification  either, at the indemnitee's sole option, in
(i) an  appropriate  court  of the  State  of  Delaware  or any  other  court of
competent jurisdiction or (ii) to the extent consistent with law, arbitration to
be  conducted  by three  arbitrators  (or,  if the  dispute  involves  less than
$100,000,  by a  single  arbitrator)  pursuant  to the  rules  of  the  American
Arbitration  Association;  (b) any such judicial Proceeding or arbitration shall
be de novo and the indemnitee  shall not be prejudiced by reason of such adverse
determination;  and (c) in any  such  judicial  Proceeding  or  arbitration  the
Corporation  shall have the burden of proof that the  indemnitee is not entitled
to indemnification under this By-law.

Section 4.2. If a determination shall have been made or deemed to have been
made, pursuant to Sections 2 or 3 of this By-law, that the indemnitee is
entitled to indemnification, the Corporation shall be obligated to pay the
amounts constituting such indemnification within five days after such
determination has been made or deemed to have been made and shall be
conclusively bound by such determination, unless (a) the indemnitee
misrepresented or failed to disclose a material fact in making the request for
indemnification or in the Supporting Documentation or (b) such indemnification
is prohibited by law, in either case as finally determined by adjudication or,
at the indemnitee's sole option, arbitration (as provided in Section 4.1 of this
By-law). In the event that (i) advancement of expenses is not timely made by the
Corporation pursuant to this By-law or (ii) payment of indemnification is not
made within five days after a determination of entitlement to indemnification
has been made or deemed to have been made pursuant to Section 2 or 3 of this
By-law, the indemnitee shall be entitled to seek judicial enforcement of the
Corporation's obligations to pay to the indemnitee such advancement of expense
of indemnification. Notwithstanding the foregoing, the Corporation may bring an
action, in an appropriate court in the State of Delaware or any other court of
competent jurisdiction, contesting the right of the indemnitee to receive
indemnification hereunder due to the occurrence of a circumstance described in
subclause (a) of this Section 4.2 or a prohibition of law (both of which are
herein referred to as a "Disqualifying Circumstance"). In either instance, if
the indemnitee shall elect, at his sole option, that such dispute shall be
determined by arbitration (as provided in Section 4.1 of this By-law), the
indemnitee and the Corporation shall submit the controversy to arbitration. In
any such enforcement action or other proceeding whether brought by the
indemnitee or the Corporation, indemnitee shall be entitled to indemnification
unless the Corporation can satisfy the burden or proof that indemnification is
prohibited by reason of a Disqualifying Circumstance.
<PAGE>

     Section  4.3. The  Corporation  shall be  precluded  from  asserting in any
judicial Proceeding or arbitration commenced pursuant to this Section 4 that the
procedures  and  presumptions  of  this  By-law  are  not  valid,   binding  and
enforceable  and shall stipulate in any such court or before any such arbitrator
or  arbitrators  that the  Corporation  is bound by all the  provisions  of this
By-law.

     Section  4.4. In the event that the  indemnitee,  pursuant to this  By-law,
seeks a judicial  adjudication  of or an award in  arbitration  to  enforce  his
rights under, or to recover damages for breach of, this By-law,  or is otherwise
involved  in any  adjudication  or  arbitration  with  respect  to his  right to
indemnification,   the  indemnitee   shall  be  entitled  to  recover  from  the
Corporation,  and shall be indemnified by the Corporation  against, any expenses
actually  and  reasonably  incurred  by him if the  indemnitee  prevails in such
judicial adjudication or arbitration. If it shall be determined in such judicial
adjudication or arbitration  that the indemnitee is entitled to receive part but
not all of the  indemnification  or advancement of expenses sought, the expenses
incurred by the  indemnitee in connection  with such  judicial  adjudication  or
arbitration shall be prorated accordingly.

     Section 5. Definitions.  For purposes of indemnification  under this By-law
or otherwise.  Section 5.1. "Change in Control" means a change in control of the
Corporation  of a nature  that would be  required  to be reported in response to
Schedule 14A of Regulation 14A promulgated under the Securities  Exchange Act of
1934  (the  "Act"),  whether  or not the  Corporation  is then  subject  to such
reporting  requirement;  provided  that,  without  limitation,  such a change in
control  shall be deemed to have  occurred if (a) any  "person" (as such term is
used in  Sections  13(d) and  14(d) of the Act) is or  becomes  the  "beneficial
owner" (as defined in Rule 13d-3  under the Act),  directly  or  indirectly,  of
securities of the  Corporation  representing  20 percent or more of the combined
voting power of the Corporation's then outstanding  securities without the prior
approval  of at least  two-thirds  of the members of the Board of  Directors  in
office immediately prior to such acquisition;  (b) the Corporation is a party to
a merger,  consolidation,  sale of assets  or other  reorganization,  or a proxy
contest, as a consequence of which,  members of the Board of Directors in office
immediately  prior to such  transaction or event constitute less than a majority
of  the  Board  of  Directors  thereafter;  or  (c)  during  any  period  of two
consecutive  years,  individuals who at the beginning of such period constituted
the Board of  Directors  (including  for this  purpose  any new  Director  whose
election or  nomination  for  election  by the  Corporation's  stockholders  was
approved by a vote of at least  two-thirds of the Directors then still in office
who were  Directors at the  beginning  of such  period)  cease for any reason to
constitute at least a majority of the Board of Directors.
<PAGE>

     Section 5.2.  "Disinterested  Director" means a Director of the Corporation
who is not or was not a  material  party to the  Proceeding  in respect of which
indemnification is sought by the indemnitee.

Section 5.3.  "Independent  Counsel"  means a law firm or a member of a law firm
that  neither  presently  is, nor in the past five years has been,  retained  to
represent (a) the  Corporation  or the indemnitee in any manner or (b) any other
party to the Proceeding  giving rise to a claim for  indemnification  under this
By-law.  Notwithstanding the foregoing, the term "Independent Counsel" shall not
include any person who, under the applicable  standards of professional  conduct
then prevailing under the law of the State of Delaware, would have a conflict of
interest in  representing  either the Corporation or the indemnitee in an action
to determine the indemnitee's rights under this By-law.

     Section  6.  Acts  of  Disinterested  Directors.   Disinterested  Directors
considering or acting on any  indemnification  matter under this By-law or under
governing corporate law or otherwise may consider or take action as the Board of
Directors  or may  consider  or take action as a committee  or  individually  or
otherwise.  In the event that Disinterested Directors consider or take action as
the Board of  Directors,  one-third  of the total  number of Directors in office
shall constitute a quorum.
<PAGE>

                              AMENDMENTS OF BYLAWS

     25.  These  By-laws  may be amended or altered by the vote of a majority of
the  whole  Board of  Directors  at any  meeting  provided  that  notice of such
proposed amendment shall have been given in the notice given to the Directors of
such meeting.  Such  authority in the Board of Directors is subject to the power
of the  stockholders  to change or repeal any By-laws by a majority  vote of the
stockholders  present and  represented  at any annual  meeting or at any special
meeting called for such purpose,  and the Board of Directors shall not repeal or
alter any By-laws, other than By-law 24A, adopted by the stockholders.


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