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                                                                     Exhibit 3.4

                          AMENDED AND RESTATED BY-LAWS

                                       OF

                            IPG PHOTONICS CORPORATION

                       Adopted as of _______________, 2006

                                   SECTION I
                     Certificate of Incorporation and Bylaws

     1.1 Conflicts. In the event of any conflict between the provisions of these
bylaws and the provisions of the certificate of incorporation of IPG Photonics
Corporation (the "Corporation"), the provisions of the certificate of
incorporation shall govern.

     1.2 References. In these bylaws, references to the certificate of
incorporation and bylaws mean the provisions of the certificate of incorporation
of the Corporation and these bylaws, respectively, as from time to time in
effect.

                                   SECTION II
                                     Offices

     2.1 Registered Office. The registered office of the Corporation shall be in
the City of Wilmington, County of New Castle, State of Delaware.

     2.2 Other Offices. The Corporation may also have offices at such other
places within or without the State of Delaware as the board of directors may
from time to time determine or the business of the Corporation may require.

                                  SECTION III
                                  Stockholders

     3.1 Location of Meetings. All meetings of stockholders shall be held at
such place, if any, within or without the State of Delaware, as shall be
designated from time to time by the board of directors and stated in the notice
of the meeting or in a duly executed waiver of notice thereof.

     3.2 Annual Meeting. If required by applicable law, an annual meeting of
stockholders shall be held for the election of directors at such date, time and
place, if any, either within or without the State of Delaware, as may be
designated by resolution of the Board of Directors from time to time. Any other
proper business may be transacted at the annual meeting.

     3.3 Notice of Meeting. Whenever stockholders are required or permitted to
take any action at a meeting, a notice of meeting shall be given that shall
state the place, if any, date and hour of the meeting, the means of remote
communication, if any, by which the stockholders or proxy holders

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may be deemed to be present in person and vote at such meeting and, in the case
of a special meeting, the purpose or purposes for which the meeting is called.
Unless otherwise provided by law, the certificate of incorporation or these
bylaws, the notice of any meeting shall be given not less than ten (10) nor more
than sixty (60) days before the date of the meeting to each stockholder entitled
to vote at such meeting.

     3.4 Stockholder List. The officer who has charge of the stock ledger shall
prepare and make, at least ten (10) 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
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting for a
period of at least ten (10) days prior to the meeting, either (a) on a
reasonably accessible electronic network, provided that the information required
to gain access to such list is provided with the notice of meeting or (b) at the
principal place of business of the Corporation during the Corporation's ordinary
business hours. If the meeting is to be held at a place, 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.

     3.5 Quorum of Stockholders. The holders of a majority of the voting power
of the stock issued and outstanding and entitled to vote thereat, present in
person or represented by proxy, shall constitute a quorum at all meetings of the
stockholders for the transaction of business except as otherwise required by
law, the certificate of incorporation or these bylaws.

     3.6 Adjournment. Any meeting of stockholders, annual or special, may be
adjourned from time to time to reconvene at the same or some other place, if
any, and notice need not be given of any such adjourned meeting if the time and
place, if any, or means of remote communication, if any, thereof are announced
at the meeting at which the adjournment is taken. At the adjourned meeting, the
Corporation may transact any business which might have been transacted at the
original meeting. If the adjournment is more than thirty (30) days, or if after
the adjournment a new record date is fixed for the adjourned meeting, notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.

     3.7 Inspectors of Election. The Corporation may, and shall if required by
law, in advance of any meeting of stockholders, appoint one or more inspectors
of election who may be employees of the Corporation, to act at the meeting or
any adjournment thereof and to make a written report thereof. The Corporation
may designate one or more persons as alternate inspectors to replace any
inspector who fails to act. In the event that no inspector so appointed or
designated is able to act at a meeting of stockholders, the person presiding at
the meeting shall appoint one or more inspectors to act at the meeting. Each
inspector, before entering upon the discharge of his or her duties, shall take
and sign an oath to execute faithfully the duties of inspector with strict
impartiality and according to the best of his or her ability. The inspector or
inspectors so appointed or designated shall (i) ascertain the number of shares
of capital stock of the Corporation outstanding and the voting power of each
such share, (ii) determine the shares of capital stock of the Corporation
represented at the meeting and the validity of proxies and ballots, (iii) count
all votes and ballots, (iv) determine and retain for a reasonable period a
record of


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the disposition of any challenges made to any determination by the inspectors,
and (v) certify their determination of the number of shares of capital stock of
the Corporation represented at the meeting and such inspectors' count of all
votes and ballots. Such certification and report shall specify such other
information as may be required by law. In determining the validity and counting
of proxies and ballots cast at any meeting of stockholders of the Corporation,
the inspectors may consider such information as is permitted by applicable law.
No person who is a candidate for an office at an election may serve as an
inspector at such election.

     3.8 Action by Vote. Except as otherwise provided by or pursuant to the
provisions of the certificate of incorporation, each stockholder entitled to
vote at any meeting of stockholders shall be entitled to one vote for each share
of stock held by such stockholder which has voting power upon the matter in
question. Voting at meetings of stockholders need not be by written ballot,
unless so directed by the chairman of the meeting. At all meetings of
stockholders for the election of directors, a plurality of the votes cast shall
be sufficient to elect. All other elections and questions shall, unless
otherwise provided by the certificate of incorporation, these bylaws, the rules
or regulations of any stock exchange or quotation system applicable to the
Corporation, or applicable law or pursuant to any regulation applicable to the
Corporation or its securities, be decided by the affirmative vote of the holders
of a majority in voting power of the shares of stock of the Corporation which
are present in person or by proxy and entitled to vote thereon.

     3.9 Proxy Representation. Any stockholder may authorize another person or
persons to act for such stockholder by proxy in all matters in which the
stockholder is entitled to participate, whether by waiving notice of any
meeting, objecting to or voting or participating at a meeting, or expressing
consent or dissent without a meeting. No proxy shall be voted or acted upon
after three years from its date unless such proxy provides for a longer period.
A proxy shall be irrevocable if it states that it is irrevocable and, if, and
only as long as, it is coupled with an interest sufficient in law to support an
irrevocable power. A stockholder may revoke any proxy which is not irrevocable
by attending the meeting and voting in person or by delivering to the Secretary
of the Corporation a revocation of the proxy or a new proxy bearing a later
date.

     3.10 Action Without Meetings. Unless otherwise restricted in the
certificate of incorporation, any action required or permitted to be taken at
any annual or special meeting of stockholders, may be taken without a meeting,
without prior notice and without a vote, if a consent or consents 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 and shall be delivered to the Corporation by
delivery to its registered office in the State of Delaware, its principal place
of business, or an officer or agent of the Corporation having custody of the
book in which minutes of proceedings of stockholders are recorded. Delivery made
to the Corporation's registered office shall be by hand or by certified or
registered mail, return receipt requested. Prompt notice of the taking of the
corporate action without a meeting by less than unanimous written consent shall,
to the extent required by law, be given to those stockholders who have not
consented in writing and who, if the action had been taken at a meeting, would
have been entitled to notice of the meeting if the record date for such meeting
had been the date


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that written consents signed by a sufficient number of holders to take the
action were delivered to the Corporation.

     3.11 Conduct of Meetings. The date and time of the opening and the closing
of the polls for each matter upon which the stockholders will vote at a meeting
shall be announced at the meeting by the person presiding over the meeting. The
board of directors may adopt by resolution such rules and regulations for the
conduct of the meeting of stockholders as it shall deem appropriate. Except to
the extent inconsistent with such rules and regulations as adopted by the board
of directors, the person presiding over any meeting of stockholders shall have
the right and authority to convene and to adjourn the meeting, to prescribe such
rules, regulations and procedures and to do all such acts as, in the judgment of
such presiding person, are appropriate for the proper conduct of the meeting.
Such rules, regulations or procedures, whether adopted by the board of directors
or prescribed by the presiding person of the meeting, may include, without
limitation, the following: (a) the establishment of an agenda or order of
business for the meeting; (b) rules and procedures for maintaining order at the
meeting and the safety of those present; (c) limitations on attendance at or
participation in the meeting to stockholders of record of the Corporation, their
duly authorized and constituted proxies or such other persons as the presiding
person of the meeting shall determine; (d) restrictions on entry to the meeting
after the time fixed for the commencement thereof; and (e) limitations on the
time allotted to questions or comments by participants. The presiding person at
any meeting of stockholders, in addition to making any other determinations that
may be appropriate to the conduct of the meeting, shall, if the facts warrant,
determine and declare to the meeting that a matter or business was not properly
brought before the meeting and if such presiding person should so determine,
such presiding person shall so declare to the meeting and any such matter or
business not properly brought before the meeting shall not be transacted or
considered. Unless and to the extent determined by the board of directors or the
person presiding over the meeting, meetings of stockholders shall not be
required to be held in accordance with the rules of parliamentary procedure.

     3.12 Notice of Stockholder Business and Nominations.

               (a) Annual Meetings of Stockholders.

                    (i) Nominations of persons for election to the board of
directors and the proposal of business to be considered by the stockholders may
be made at an annual meeting of stockholders only (A) pursuant to the
Corporation's notice of meeting (or any supplement thereto), (B) by or at the
direction of the board of directors or (C) by any stockholder of the Corporation
who was a stockholder of record of the Corporation at the time the notice
provided for in this Section 3.12 is delivered to the secretary of the
Corporation, who is entitled to vote at the meeting and who complies with the
notice procedures set forth in this Section 3.12.

                    (ii) For nominations or other business to be properly
brought before an annual meeting by a stockholder pursuant to clause (C) of
paragraph (a)(i) of this Section 3.12, the stockholder must have given timely
notice thereof in writing to the secretary of the Corporation and any such
proposed business other than the nominations of persons for election to the
board of directors must constitute a proper


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matter for stockholder action. To be timely, a stockholder's notice shall be
delivered to the secretary of the Corporation at the principal executive offices
of the Corporation not later than the close of business on the ninetieth day nor
earlier than the close of business on the one hundred twentieth day prior to the
first anniversary of the preceding year's annual meeting (provided, however,
that in the event that the date of the annual meeting is more than thirty (30)
days before or more than seventy (70) days after such anniversary date, notice
by the stockholder must be so delivered not earlier than the close of business
on the one hundred twentieth day prior to such annual meeting and not later than
the close of business on the later of the ninetieth day prior to such annual
meeting or the tenth day following the day on which public announcement of the
date of such meeting is first made by the Corporation). In no event shall the
public announcement of an adjournment or postponement of an annual meeting
commence a new time period (or extend any time period) for the giving of a
stockholder's notice as described above. Such stockholder's notice shall set
forth: (A) as to each person whom the stockholder proposes to nominate for
election as a director (1) all information relating to such person that is
required to be disclosed in solicitations of proxies for election of directors
in an election contest, or is otherwise required, in each case pursuant to and
in accordance with Regulation 14A under the Securities Exchange Act of 1934, as
amended (the "Exchange Act") and (2) such person's written consent to being
named in the proxy statement as a nominee and to serving as a director if
elected; (B) as to any other business that the stockholder proposes to bring
before the meeting, a brief description of the business desired to be brought
before the meeting, the text of the proposal or business (including the text of
any resolutions proposed for consideration and in the event that such business
includes a proposal to amend the bylaws, the language of the proposed
amendment), the reasons for conducting such business at the meeting and any
material interest in such business of such stockholder and the beneficial owner,
if any, on whose behalf the proposal is made; and (C) as to the stockholder
giving the notice and the beneficial owner, if any, on whose behalf the
nomination or proposal is made (1) the name and address of such stockholder, as
they appear on the Corporation's books, and of such beneficial owner, (2) the
class and number of shares of capital stock of the Corporation which are owned
beneficially and of record by such stockholder and such beneficial owner, (3) a
representation that the stockholder is a holder of record of stock of the
Corporation entitled to vote at such meeting and intends to appear in person or
by proxy at the meeting to propose such business or nomination, and (4) a
representation whether the stockholder or the beneficial owner, if any, intends
or is part of a group which intends (x) to deliver a proxy statement and/or form
of proxy to holders of at least the percentage of the Corporation's outstanding
capital stock required to approve or adopt the proposal or elect the nominee
and/or (y) otherwise to solicit proxies from stockholders in support of such
proposal or nomination. The foregoing notice requirements of this Section 3.12
shall be deemed satisfied by a stockholder if the stockholder has notified the
Corporation of his or her intention to present a proposal or nomination at an
annual meeting in compliance with applicable rules and regulations promulgated
under the Exchange Act and such stockholder's proposal or nomination has been
included in a proxy statement that has been prepared by the Corporation to
solicit proxies for such annual meeting. The Corporation may require any
proposed nominee to furnish such other information as it may reasonably require
to determine the eligibility of such proposed nominee to serve as a director of
the Corporation.


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                    (iii) Notwithstanding anything in the second sentence of
paragraph (a)(ii) of this Section 3.12 to the contrary, in the event that the
number of directors to be elected to the board of directors at an annual meeting
is increased and there is no public announcement by the Corporation naming the
nominees for the additional directorships at least one hundred (100) days prior
to the first anniversary of the preceding year's annual meeting, a stockholder's
notice required by this Section 3.12 shall also be considered timely, but only
with respect to nominees for the additional directorships, if it shall be
delivered to the secretary of the Corporation at the principal executive offices
of the Corporation not later than the close of business on the tenth day
following the day on which such public announcement is first made by the
Corporation.

               (b) Special Meetings of Stockholders. Only such business shall be
conducted at a special meeting of stockholders as shall have been brought before
the meeting pursuant to the Corporation's notice of meeting. Nominations of
persons for election to the board of directors may be made at a special meeting
of stockholders at which directors are to be elected pursuant to the
Corporation's notice of meeting (i) by or at the direction of the board of
directors or (ii) provided that the board of directors has determined that
directors shall be elected at such meeting, by any stockholder of the
Corporation who is a stockholder of record at the time the notice provided for
in this Section 3.12 is delivered to the secretary of the Corporation, who is
entitled to vote at the meeting and upon such election and who complies with the
notice procedures set forth in this Section 3.12. In the event the Corporation
calls a special meeting of stockholders for the purpose of electing one or more
directors to the board of directors, any such stockholder entitled to vote in
such election of directors may nominate a person or persons (as the case may be)
for election to such position(s) as specified in the Corporation's notice of
meeting, if the stockholder's notice required by paragraph (a)(ii) of this
Section 3.12 shall be delivered to the secretary of the Corporation at the
principal executive offices of the Corporation not earlier than the close of
business on the one hundred twentieth day prior to such special meeting and not
later than the close of business on the later of the ninetieth day prior to such
special meeting or the tenth day following the day on which public announcement
is first made of the date of the special meeting and of the nominees proposed by
the board of directors to be elected at such meeting. In no event shall the
public announcement of an adjournment or postponement of a special meeting
commence a new time period (or extend any time period) for the giving of a
stockholder's notice as described above.

               (c) General.

                    (i) Only such persons who are nominated in accordance with
the procedures set forth in this Section 3.12 shall be eligible to be elected at
an annual or special meeting of stockholders of the Corporation to serve as
directors and only such business shall be conducted at a meeting of stockholders
as shall have been brought before the meeting in accordance with the procedures
set forth in this Section 3.12. Except as otherwise provided by law, the
chairman of the meeting shall have the power and duty (A) to determine whether a
nomination or any business proposed to be brought before the meeting was made or
proposed, as the case may be, in accordance with the procedures set forth in
this Section 3.12 (including whether the stockholder or beneficial owner, if
any, on whose behalf the nomination or proposal is made solicited (or is part of
a group which solicited) or did not so solicit, as the case may be,


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proxies in support of such stockholder's nominee or proposal in compliance with
such stockholder's representation as required by clause (a)(ii)(C)(4) of this
Section 3.12) and (B) if any proposed nomination or business was not made or
proposed in compliance with this Section 3.12, to declare that such nomination
shall be disregarded or that such proposed business shall not be transacted.
Notwithstanding the foregoing provisions of this Section 3.12, unless otherwise
required by law, if the stockholder (or a qualified representative of the
stockholder) does not appear at the annual or special meeting of stockholders of
the Corporation to present a nomination or proposed business, such nomination
shall be disregarded and such proposed business shall not be transacted,
notwithstanding that proxies in respect of such vote may have been received by
the Corporation. For purposes of this Section 3.12, to be considered a qualified
representative of the stockholder, a person must be authorized by a writing
executed by such stockholder or an electronic transmission delivered by such
stockholder to act for such stockholder as proxy at the meeting of stockholders
and such person must produce such writing or electronic transmission, or a
reliable reproduction of the writing or electronic transmission, at the meeting
of stockholders.

                    (ii) For purposes of this Section 3.12, "public
announcement" shall include disclosure in a press release reported by the Dow
Jones News Service, Associated Press or comparable national news service or in a
document publicly filed by the Corporation with the Securities and Exchange
Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

                    (iii) Notwithstanding the foregoing provisions of this
Section 3.12, a stockholder shall also comply with all applicable requirements
of the Exchange Act and the rules and regulations thereunder with respect to the
matters set forth in this Section 3.12. Nothing in this Section 3.12 shall be
deemed to affect any rights (A) of stockholders to request inclusion of
proposals or nominations in the Corporation's proxy statement pursuant to
applicable rules and regulations promulgated under the Exchange Act or (B) of
the holders of any series of preferred stock to elect directors pursuant to any
applicable provisions of the certificate of incorporation.

     3.13 Fixing Date for Determination of Stockholders of Record. 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 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 record date: (1) in the case of determination of stockholders entitled to
vote at any meeting of stockholders or adjournment thereof, shall, unless
otherwise required by law, not be more than sixty (60) nor less than ten (10)
days before the date of such meeting; (2) in the case of determination of
stockholders entitled to express consent to corporate action in writing without
a meeting, shall not be more than ten (10) days from the date upon which the
resolution fixing the record date is adopted by the board of directors; and (3)
in the case of any other action, shall not be more than sixty (60) days prior to
such other action. If no record date is fixed: (1) the record date for
determining


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stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held; (2) the record date
for determining stockholders entitled to express consent to corporate action in
writing without a meeting, when no prior action of the board of directors is
required by 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
Corporation in accordance with applicable law, or, if prior action by the board
of directors is required by law, shall be at the close of business on the day on
which the board of directors adopts the resolution taking such prior action; and
(3) the record date for determining stockholders for any other purpose shall be
at the close of business on the day on which the board of directors adopts the
resolution relating thereto. 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 adjourned meeting.

                                   SECTION IV
                                    Directors

     4.1 Number and Tenure. The board of directors shall be constituted as
provided in the certificate of incorporation of the Corporation. The directors
need not be stockholders. The directors shall be elected at the annual meeting
of the stockholders in accordance with the Certificate of Incorporation and
shall hold office until their successors are elected and qualified or until such
director's earlier resignation or removal.

     4.2 Powers. The business of the Corporation shall be managed by or under
the direction of the board of directors, which shall have and may exercise all
the powers of the Corporation and do all such lawful acts and things as are not
by law or the certificate of incorporation directed or required to be exercised
or done by the stockholders.

     4.3 Vacancies. Unless otherwise provided by law or the certificate of
incorporation, any newly created directorship or any vacancy occurring in the
board of directors for any cause shall be filled by a majority of the remaining
members of the board of directors, although such majority is less than a quorum,
and each director so elected shall hold office until the expiration of the term
of office of the director whom he or she has replaced or until his or her
successor is elected and qualified. 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 resigned, shall have power to fill such
vacancy or vacancies, the vote or action by writing thereon to take effect when
such resignation or resignations shall become effective. The directors shall
have and may exercise all their powers notwithstanding the existence of one or
more vacancies in their number, subject to any requirements of law or of the
certificate of incorporation or of these bylaws as to the number of directors
required for a quorum or for any vote or other actions.

     4.4 Committees. The board of directors may designate one or more
committees, each committee to consist of one or more of the directors of the
Corporation. The board of directors may designate one or more directors as
alternate members of any committee, who may replace any absent or


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disqualified member at any meeting of the committee. In the absence or
disqualification of a member of the committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he, she
or they constitute a quorum, may unanimously appoint another member of the board
of directors to act at the meeting in place of any such absent or disqualified
member. Any such committee, to the extent permitted by law and to the extent
provided in the resolution of the board of directors, shall have and may
exercise all the powers and authority of the board of directors in the
management of the business and affairs of the Corporation, and may authorize the
seal of the Corporation to be affixed to all papers which may require it. Except
as the board of directors may otherwise determine, any committee may make rules
for the conduct of its business, but unless otherwise provided by the board of
directors or such rules, its business shall be conducted as nearly as may be in
the same manner as is provided by these bylaws for the conduct of business by
the board of directors. Each committee shall keep regular minutes of its
meetings and report the same to the board of directors upon request.

     4.5 Regular Meeting. Regular meetings of the board of directors may be held
at such place within or without the State of Delaware and at such times as the
board of directors may from time to time determine. A regular meeting of the
directors may be held immediately after and at the same place as the annual
meeting of the stockholders.

     4.6 Special Meetings. Special meetings of the board of directors may be
held at any time and at any place within or without the State of Delaware
designated in the notice of the meeting, when called by the chairman of the
board of directors, the president, or by one-third or more in number of the
directors, reasonable notice thereof being given to each director by the
secretary, the chairman of the board of directors, the president or by any one
of the directors calling the meeting.

     4.7 Notice. It shall be reasonable and sufficient notice to a director to
send notice by mail at least forty-eight hours or by telecopier or other means
of electronic transmission at least twenty-four hours before the meeting,
addressed to the director at the director's usual or last known business or
residence address or to give notice to the director in person or by telephone at
least twenty-four hours before the meeting. Notice of a meeting need not be
given to any director if a waiver of notice, given by the director before or
after the meeting, is filed with the records of the meeting, or to any director
who attends the meeting without protesting prior thereto or at its commencement
to the transaction of business because the meeting is not lawfully called or
convened. Neither notice of a meeting nor a waiver of a notice need specify the
purposes of the meeting.

     4.8 Quorum. Except as may be otherwise provided by law, the certificate of
incorporation or these bylaws, at any meeting of the directors a majority of the
directors then in office shall constitute a quorum; a quorum shall not in any
case be less than one-third of the total number of directors constituting the
whole board. Any meeting may be adjourned from time to time by a majority of the
votes cast upon the question, whether or not a quorum is present, and the
meeting may be held as adjourned without further notice.


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     4.9 Action by Vote. Except as may be otherwise provided by law, the
certificate of incorporation or these bylaws, when a quorum is present at any
meeting, the vote of a majority of the directors present shall be the act of the
board of directors.

     4.10 Action Without a Meeting. Unless otherwise restricted by the
certificate of incorporation or these bylaws, any action required or permitted
to be taken at any meeting of the board of directors or of any committee thereof
may be taken without a meeting if all the members of the board or of such
committee, as the case may be, consent thereto in writing or by electronic
transmission or transmissions, and such writing or writings or electronic
transmission or transmissions are filed with the records of the meetings of the
board of directors or of such committee. Such consent shall be treated for all
purposes as the act of the board of directors or of such committee, as the case
may be.

     4.11 Participation in Meetings by Conference Telephone. Unless otherwise
restricted by the certificate of incorporation or these bylaws, members of the
board of directors or of any committee thereof may participate in a meeting of
such board of directors or committee by means of conference telephone or other
communications equipment by means of which all persons participating in the
meeting can hear each other. Such participation shall constitute presence in
person at such meeting.

     4.12 Compensation. Unless otherwise restricted by the certificate of
incorporation or these bylaws, the board of directors or a committee of the
board of directors shall have the authority to fix from time to time the
compensation of directors. The directors may be paid their expenses, if any, of
attendance at each meeting of the board of directors and the performance of
their responsibilities as directors and may be paid a fixed sum for attendance
at each meeting of the board of directors and/or a stated salary as director. No
such payment shall preclude any director from serving the Corporation or its
parent or subsidiary corporations in any other capacity and receiving
compensation therefor. The board of directors may also allow compensation for
members of special or standing committees for service on such committees.

     4.13 Resignation or Removal of Directors. Unless otherwise provided by law
or the certificate of incorporation, any director or the entire board of
directors may be removed, with or without cause, by the affirmative vote of the
holders of a majority in voting power of the stock issued and outstanding and
entitled to vote at an election of directors. Any director may resign at any
time by delivering a resignation in writing or by electronic transmission to the
chairman of the board of directors, the president or the secretary or to a
meeting of the board of directors. Such resignation shall be effective upon
receipt unless specified to be effective at some other time; and without in
either case the necessity of its being accepted unless the resignation shall so
state. No director resigning and (except where a right to receive compensation
shall be expressly provided in a duly authorized written agreement with the
Corporation) no director removed shall have any right to receive compensation as
such director for any period following the director's resignation or removal, or
any right to damages on account of such removal, whether the director's
compensation be by the month or by the year or otherwise; unless in the case of
a resignation, the directors, or in the case of removal, the body acting on the
removal, shall in their or its discretion provide for compensation.


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                                    SECTION V
                                     Notices

     5.1 Form of Notice. Whenever, under the provisions of law, or of the
certificate of incorporation or of these bylaws, notice is required to be given
to any director or stockholder, such notice may be given by mail, addressed to
such director or stockholder, at the director's or stockholder's address as it
appears on the records of the Corporation, with postage thereon prepaid, and
such notice shall be deemed to be given at the time when the same shall be
deposited in the United States mail. Except as otherwise provided by law notice
may also be given by telegram, cable, facsimile, commercial delivery service,
telex or other means of electronic transmission, addressed to such director or
stockholder at the address thereof as such address appears on the records of the
Corporation, in which case such notice shall be deemed to be given when
delivered into the control of the persons charged with effecting such
transmission, the transmission charge to be paid by the Corporation or the
person sending such notice and not by the addressee. Oral notice or other
in-hand delivery (in person or by telephone) shall be deemed given at the time
it is actually given.

     5.2 Waiver of Notice. Whenever notice is required to be given under the
provisions of law, the certificate of incorporation or these bylaws, a waiver
thereof, given by the person entitled to notice, whether before or after the
time stated therein, shall be deemed equivalent to notice. 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. Neither the business to be transacted at,
nor the purpose of, any meeting of the stockholders, directors or members of a
committee of the board of directors need be specified in any waiver of notice.

                                   SECTION VI
                               Officers and Agents

     6.1 Enumeration; Qualification. The officers of the Corporation shall
consist of a chairman of the board of directors, a president, a treasurer, a
secretary and such other officers, if any, as the board of directors from time
to time may in its discretion elect or appoint, including without limitation one
or more vice presidents. Any officer may be, but none need be, a director or
stockholder, except that the chairman shall be a member of the board of
directors. Any two or more offices may be held by the same person. Any officer
may be required by the board of directors to secure the faithful performance of
the officer's duties to the Corporation by giving bond in such amount and with
sureties or otherwise as the board of directors may determine.

     6.2 Powers. Subject to law, the certificate of incorporation and these
bylaws, each officer shall have, in addition to the duties and powers herein set
forth, such duties and powers as are commonly incident to the officer's office
and such additional duties and powers as the board of directors may from time to
time designate.

     6.3 Election. The board of directors at its first meeting after each annual
meeting of stockholders shall choose a chairman, a president, a secretary and a
treasurer. Other officers may be appointed by the board of


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<PAGE>

directors at such meeting, at any other meeting or by written consent. At any
time or from time to time, the directors may delegate to any officer their power
to elect or appoint any other officer or any agents.

     6.4 Tenure. Each officer shall hold office until the first meeting of the
board of directors following the next annual meeting of the stockholders and
until a successor is elected and qualified unless a shorter period shall have
been specified in terms of the officer's election or appointment, or in each
case until the officer sooner dies, resigns, is removed or becomes disqualified.
Each agent of the Corporation shall retain authority at the pleasure of the
directors, or the officer by whom the agent was appointed or by the officer who
then holds agent appointive power.

     6.5 Chairman, President and Vice Presidents.

               (a) The chairman of the board of directors shall be a member of
the board of directors, an officer of the Corporation and, if present, shall
preside at each meeting of the board of directors and the stockholders. The
chairman of the board shall be responsible for the general management of the
affairs of the Corporation and shall perform all duties incidental to his office
which may be required by law and all such other duties as are properly required
of him by the board of directors. Except where by law the signature of the
president is required, the chairman of the board of directors shall possess the
same power as the president to sign all certificates, contracts, and other
instruments of the Corporation which may be authorized by the board of
directors.

               (b) The president shall act in a general executive capacity and
shall assist the chairman of the board in the administration and operation of
the Corporation's business and general supervision of its policies and affairs.
The president shall, in the absence of or because of the inability to act of the
chairman of the board, perform all duties of the chairman of the board and
preside at all meetings of stockholders and of the board of directors.

               (c) The chairman, president or treasurer shall execute bonds,
mortgages and other contracts requiring a seal, under the seal of the
Corporation, except where required or permitted by law to be otherwise signed
and executed and except where the signing and execution thereof shall be
expressly delegated by the board of directors to some other officer or agent of
the Corporation.

               (d) Any vice presidents shall have such duties and powers as
shall be designated from time to time by the board of directors, the chairman or
the president.

     6.6 Treasurer and Assistant Treasurers.

          (i) Except as determined by the board of directors, the treasurer
shall be the chief financial officer of the Corporation and shall be in charge
of its funds and valuable papers, and shall have such other duties and powers as
may be assigned to the treasurer from time to time by the board of directors,
the chairman of the board of directors or the president.


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<PAGE>

          (ii) Any assistant treasurers shall have such duties and powers as
shall be designated from time to time by the board of directors, the chairman of
the board of directors, the president or the treasurer.

     6.7 Secretary and Assistant Secretaries.

          (i) The secretary shall record all proceedings of the stockholders,
the board of directors and committees of the board of directors in a book or
series of books to be kept therefor and shall file therein all writings of, or
related to, action by stockholder or director consent. In the absence of the
secretary from any meeting, an assistant secretary, or if there is none or each
assistant secretary is absent, a temporary secretary chosen at the meeting,
shall record the proceedings thereof. Unless a transfer agent has been
appointed, the secretary shall keep or cause to be kept the stock and transfer
records of the Corporation, which shall contain the names and record addresses
of all stockholders and the number of shares registered in the name of each
stockholder. The secretary shall have such other duties and powers as may from
time to time be designated by the board of directors, the chairman of the board
of directors or the president.

          (ii) Any assistant secretaries shall have such duties and powers as
shall be designated from time to time by the board of directors, the chairman of
the board of directors, the president or the secretary.

     6.8 Resignation and Removal. Any officer may resign at any time by
delivering a resignation in writing to the chairman, the president, the
secretary or a meeting of the board of directors. Such resignation shall be
effective upon receipt unless specified to be effective at some other time, and
without in any case the necessity of its being accepted unless the resignation
shall so state. The board of directors may at any time remove any officer either
with or without cause. The board of directors may at any time terminate or
modify the authority of any agent. No officer resigning and (except where a
right to receive compensation shall be expressly provided in a duly authorized
written agreement with the Corporation) no officer removed shall have any right
to any compensation as such officer for any period following the officer's
resignation or removal, or any right to damages on account of such removal,
whether the officer's compensation be by the month or by the year or otherwise;
unless in the case of a resignation, the directors, or in the case of removal,
the body acting on the removal, shall in their or its discretion provide for
compensation.

     6.9 Vacancies. If the office of the chairman of the board of directors, the
president or the treasurer or the secretary becomes vacant, the directors may
elect a successor by vote of a majority of the directors then in office. If the
office of any other officer becomes vacant, any person or body empowered to
elect or appoint that office may choose a successor. Each such successor shall
hold office for the unexpired term of the predecessor, and in the case of the
chairman of the board of directors, the president, the treasurer and the
secretary until a successor is chosen and qualified, or in each case until such
officer sooner dies, resigns, is removed or becomes disqualified.


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<PAGE>

                                   SECTION VII
                                  Capital Stock

     7.1 Stock Certificates. The shares of the Corporation shall be represented
by certificates, provided that the board of directors may provide by resolution
that some or all of any or all classes or series of it stock shall be
uncertificated shares. Each stockholder of stock represented by certificates
shall be entitled to a certificate stating the number and the class and the
designation of the series, if any, of the shares held by the stockholder, in
such form as shall, in conformity to law, the certificate of incorporation and
the bylaws, be prescribed from time to time by the board of directors. Such
certificate shall be signed by (a) the chairman, the president or a
vice-president and (b) the treasurer, an assistant treasurer, the secretary or
an assistant secretary. Any of the signatures on the certificate may be
facsimiles. In case an officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed on such certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the Corporation with the same effect as if the
signatory were such officer, transfer agent, or registrar at the time of its
issue.

     7.2 Lost Certificates. The board of directors may direct a new certificate
or certificates to be issued in place of any certificate or certificates
theretofore issued by the Corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen or destroyed. When authorizing such
issue of a new certificate or certificates, the board of directors may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed certificate or certificates, or such
owner's legal representative, to advertise the same in such manner as it shall
require and/or to give the Corporation a bond in such sum as it may direct as
indemnity against any claim that may be made against the Corporation with
respect to the certificate alleged to have been lost, stolen or destroyed.

                                  SECTION VIII
                           Transfer of Shares of Stock

     8.1 Transfer on Books.

          (i) Subject to any restrictions with respect to the transfer of shares
of stock, shares of stock may be transferred on the books of the Corporation by
the surrender to the Corporation or its transfer agent of the certificate
therefor properly endorsed or accompanied by a written assignment and power of
attorney properly executed, with necessary transfer stamps affixed, and with
such proof of the authenticity of signature as the board of directors or the
transfer agent of the Corporation may reasonably require. Except as may be
otherwise required by law, the certificate of incorporation or these bylaws, the
Corporation shall be entitled to treat the record holder of stock as shown on
its books as the owner of such stock for all purposes, including the payment of
dividends and the right to receive notice and to vote or to give any consent
with respect thereto and to be held liable for such calls and assessments, if
any, as may lawfully be made thereon, regardless of any transfer, pledge or
other disposition of such stock until the shares have been properly transferred
on the books of the Corporation.


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<PAGE>

          (ii) It shall be the duty of each stockholder to notify the
Corporation of the stockholder's post office address.

                                   SECTION IX
                               General Provisions

     9.1 Dividends. Dividends upon the capital stock of the Corporation may be
declared by the board of directors at any regular or special meeting of the
board of directors or by unanimous written consent, pursuant to law. Dividends
may be paid in cash, property or shares of the capital stock, subject to the
provisions of the certificate of incorporation.

     9.2 Payment of Dividends. Before payment of any dividend, there may be set
aside out of any funds of the Corporation available for dividends such sum or
sums as the directors from time to time, in their absolute discretion, think
proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the Corporation, or
for such other purpose as the directors shall think conducive to the interest of
the Corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

     9.3 Checks. All checks or demands for money and notes of the Corporation
shall be signed by such officer or officers or such other person or persons as
the board of directors may from time to time designate.

     9.4 Fiscal Year. The fiscal year of the Corporation shall begin on the
first of January in each year and shall end on the last day of December in that
year, unless otherwise determined by the board of directors.

     9.5 Seal. The board of directors may, by resolution, adopt a corporate
seal. The corporate seal shall have inscribed thereon the name of the
Corporation, the year of its organization and the word "Delaware." The seal may
be used by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise. The seal may be altered from time to time by the board
of directors.

     9.7 Form of Records. Any records maintained by this Corporation in the
regular course of its business, including its stock ledger, books of account,
and minute books, may be kept on, or by means of, or be in the form of, any
information storage device or method, provided that the records so kept can be
clearly legible paper form within a reasonable time.

                                    SECTION X
                                 Indemnification

     10.1 Right to Indemnification. The Corporation shall indemnify and hold
harmless, to the fullest extent permitted by applicable law as it presently
exists or may hereafter be amended, any person (a "Covered Person") who was or
is made or is threatened to be made a party or is otherwise involved in any
action, suit or proceeding, whether civil, criminal, administrative or
investigative (a "proceeding"), by reason of the fact that he or she, or a
person for whom he or she is the legal representative, is or was a director or
officer of the Corporation or, while a director or officer of the Corporation,
is or was serving at the request of the Corporation as a director, officer,
employee or agent of another Corporation or of a partnership, joint venture,
trust, enterprise or nonprofit entity, including


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<PAGE>

service with respect to employee benefit plans, against all liability and loss
suffered and expenses (including attorneys' fees) reasonably incurred by such
Covered Person. Notwithstanding the preceding sentence, except as otherwise
provided in Section 10.3, the Corporation shall be required to indemnify a
Covered Person in connection with a proceeding (or part thereof) commenced by
such Covered Person only if the commencement of such proceeding (or part
thereof) by the Covered Person was authorized in the specific case by the Board
of Directors of the Corporation.

     10.2. Prepayment of Expenses. The Corporation shall to the fullest extent
not prohibited by applicable law pay the expenses (including attorneys' fees)
incurred by a Covered Person in defending any proceeding in advance of its final
disposition, provided, however , that, to the extent required by law, such
payment of expenses in advance of the final disposition of the proceeding shall
be made only upon receipt of an undertaking by the Covered Person to repay all
amounts advanced if it should be ultimately determined that the Covered Person
is not entitled to be indemnified under this Section X or otherwise.

     10.3. Claims. If a claim for indemnification (following the final
disposition of such action, suit or proceeding) or advancement of expenses under
this Section X is not paid in full within thirty days after a written claim
therefor by the Covered Person has been received by the Corporation, the Covered
Person may file suit to recover the unpaid amount of such claim and, if
successful in whole or in part, shall be entitled to be paid the expense of
prosecuting such claim. In any such action the Corporation shall have the burden
of proving that the Covered Person is not entitled to the requested
indemnification or advancement of expenses under applicable law.

     10.4. Nonexclusivity of Rights. The rights conferred on any Covered Person
by this Section X shall not be exclusive of any other rights which such Covered
Person may have or hereafter acquire under any statute, provision of the
certificate of incorporation, these by-laws, agreement, vote of stockholders or
disinterested directors or otherwise.

     10.5. Other Sources. The Corporation's obligation, if any, to indemnify or
to advance expenses to any Covered Person who was or is serving at its request
as a director, officer, employee or agent of another Corporation, partnership,
joint venture, trust, enterprise or nonprofit entity shall be reduced by any
amount such Covered Person may collect as indemnification or advancement of
expenses from such other Corporation, partnership, joint venture, trust,
enterprise or non-profit enterprise.

     10.6. Amendment or Repeal. Any repeal or modification of the foregoing
provisions of this Section X shall not adversely affect any right or protection
hereunder of any Covered Person in respect of any act or omission occurring
prior to the time of such repeal or modification.

     10.7. Other Indemnification and Prepayment of Expenses. This Section X
shall not limit the right of the Corporation, to the extent and in the manner
permitted by law, to indemnify and to advance expenses to persons other than
Covered Persons when and as authorized by appropriate corporate action.


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                                   SECTION XI
                                   Amendments

     Except as set forth in the certificate of incorporation, these bylaws may
be altered, amended or repealed or new bylaws may be adopted by the board of
directors when such power is conferred upon the board of directors by the
certificate of incorporation or by the holders of at least sixty-six and
two-third percent (66 2/3%) in voting power of the shares of the Corporation's
outstanding capital stock, at any regular meeting of the board of directors or
of the stockholders or at any special meeting of the board of directors or of
the stockholders. If the power to adopt, amend or repeal bylaws is conferred
upon the board of directors by the certificate of incorporation, it shall not
divest or limit the power of the stockholders to adopt, amend or repeal bylaws.


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