<DOCUMENT>
<TYPE>EX-3.2
<SEQUENCE>4
<FILENAME>a2071661zex-3_2.txt
<DESCRIPTION>EXHIBIT 3.2
<TEXT>
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                                                                     Exhibit 3.2



                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                       WEIGHT WATCHERS INTERNATIONAL, INC.









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                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                       WEIGHT WATCHERS INTERNATIONAL, INC.

                        --------------------------------

                                   ARTICLE I
                            MEETINGS OF SHAREHOLDERS

         Section 1.1. PLACE OF MEETINGS.

         Except as otherwise provided in the Articles of Incorporation
(hereinafter called the "Articles") of Weight Watchers International, Inc.
(hereinafter called the "Corporation"), all meetings of the shareholders of the
Corporation shall be held at such place, either within or without the
Commonwealth of Virginia, as may from time to time be fixed by the Board of
Directors of the Corporation (hereinafter called the "Board").

         Section 1.2. ANNUAL MEETINGS.

         The annual meeting of the shareholders of the Corporation for the
election of directors and for the transaction of such other business as may
properly come before the meeting shall be held in each year on such day as may
be fixed by the Board, at such hour as may be specified in the notice thereof.

         Section 1.3. NOTICE OF MEETINGS.

         Except as otherwise provided by law or the Articles, not less than 10
nor more than 60 days' notice in writing of the place, day, hour and purpose or
purposes of each meeting of the shareholders, whether annual or special, shall
be given to each shareholder of record of the Corporation entitled to vote at
such meeting, either by the delivery thereof to such shareholder personally or
by the mailing thereof to such shareholder in a postage prepaid envelope
addressed to such shareholder at his address as it appears on the stock transfer
books of the Corporation. Notice of a shareholders' meeting to act on an
amendment of the Articles, a plan of merger or share exchange, a proposed sale
of all, or substantially all of the Corporation's assets, otherwise than in the
usual and regular course of business, or the dissolution of the Corporation
shall be given not less than 25 nor more than 60 days before the date of the
meeting and shall be accompanied, as appropriate, by a copy of the proposed
amendment, plan of merger or share exchange or sale agreement. Notice of any
meeting of shareholders shall not be required to be given to any shareholder who
shall attend the meeting in person or by proxy, unless attendance is for the
express purpose of objecting to the transaction of any business because the
meeting was not lawfully called or convened, or who shall waive notice thereof
in a writing signed by the

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shareholder before, at or after such meeting. Notice of any adjourned meeting
need not be given, except when expressly required by law.

         Section 1.4. QUORUM.

         Shares representing a majority of the votes entitled to be cast on a
matter by all classes or series that are entitled to vote thereon and be counted
together collectively, represented in person or by proxy at any meeting of the
shareholders, shall constitute a quorum for the transaction of business thereat
with respect to such matter, unless otherwise provided by law or the Articles.
In the absence of a quorum at any such meeting or any adjournment or
adjournments thereof, the chairman of such meeting or the holder of shares
representing a majority of the votes cast on the matter of adjournment, either
in person or by proxy, may adjourn such meeting from time to time until a quorum
is obtained. At any such adjourned meeting at which a quorum has been obtained,
any business may be transacted that might have been transacted at the meeting as
originally called.

         Section 1.5. ORGANIZATION AND ORDER OF BUSINESS.

         At all meetings of the shareholders, the Chairman of the Board of
Directors or, in the chairman's absence, such director of the Corporation as
designated in writing by the Chairman of the Board of Directors shall act as
chairman. In the absence of all of the foregoing persons, or, if present, with
their consent, a majority of the shares entitled to vote at such meeting, may
appoint any person to act as chairman. The Secretary of the Corporation shall
act as secretary at all meetings of the shareholders. In the absence of the
Secretary, the chairman may appoint any person to act as secretary of the
meeting.

         The chairman shall have the right and authority to prescribe such
rules, regulations and procedures and to do all such acts and things as are
necessary or desirable for the proper conduct of the meeting, including, without
limitation, the establishment of procedures for the dismissal of business not
properly presented, the maintenance of order and safety, limitations on the time
allotted to questions or comments on the affairs of the Corporation,
restrictions on entry to such meeting after the time prescribed for the
commencement thereof and the opening and closing of the voting polls.

         At each annual meeting of shareholders, only such business shall be
conducted as shall have been properly brought before the meeting (a) by or at
the direction of the Board or (b) by any shareholder of the Corporation who
shall be entitled to vote at such meeting and who complies with the notice
procedures set forth in this Section 1.5. In addition to any other applicable
requirements, for business to be properly brought before an annual meeting by a
shareholder, the shareholder must have given timely notice thereof in writing to
the Secretary of the Corporation. To be timely, a shareholder's notice must be
given, either by personal delivery or by United States certified mail, postage
prepaid, and received at the principal executive offices of the Corporation (i)
with respect to the Corporation's first annual meeting following the initial
public offering of shares of its common stock, not later than the close of
business on the tenth business day following the date on which notice of such
meeting is first given to shareholders, (ii) not less than 120 days nor more
than 150 days before the first anniversary of the date of the Corporation's
proxy statement in connection with the last annual meeting of shareholders or
(iii)



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if no annual meeting was held in the previous year or the date of the applicable
annual meeting has been changed by more than 30 days from the date of the
previous year's annual meeting, not less than 60 days before the date of the
applicable annual meeting. A shareholder's notice to the Secretary shall set
forth as to each matter the shareholder proposes to bring before the annual
meeting (a) a brief description of the business desired to be brought before the
annual meeting, including the complete text of any resolutions to be presented
at the annual meeting, and the reasons for conducting such business at the
annual meeting, (b) the name and address, as they appear on the Corporation's
stock transfer books, of such shareholder proposing such business, (c) a
representation that such shareholder is a shareholder of record and intends to
appear in person or by proxy at such meeting to bring the business before the
meeting specified in the notice, (d) the class, series and number of shares of
stock of the Corporation beneficially owned by the shareholder and (e) any
material interest of the shareholder in such business. The Secretary of the
Corporation shall deliver each such shareholder's notice that has been timely
received to the Board or a committee designated by the Board for review.
Notwithstanding the foregoing, at any time that Artal Luxembourg S.A. ("Artal")
or a Majority Transferee owns a majority of the then outstanding shares of
common stock, no par value (the "Common Stock"), of the Corporation, notice by
Artal or a Majority Transferee shall be timely and complete if delivered in
writing or orally at any time prior to the annual meeting. Notwithstanding
anything in the Bylaws to the contrary, no business shall be conducted at an
annual meeting except in accordance with the procedures set forth in this
Section 1.5. The chairman of an annual meeting shall, if the facts warrant,
determine that the business was not brought before the meeting in accordance
with the procedures prescribed by this Section 1.5. If the chairman should so
determine, he shall so declare to the meeting and the business not properly
brought before the meeting shall not be transacted. Notwithstanding the
foregoing provisions of this Section 1.5, a shareholder seeking to have a
proposal included in the Corporation's proxy statement shall comply with the
requirements of Regulation 14A under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), including, but not limited to, Rule 14a-8 or its
successor provision. For purposes of these Bylaws, "Majority Transferee" shall
mean a transferee from Artal or any other Majority Transferee of a majority of
the then outstanding shares of Common Stock that pursuant to an instrument of
transfer or related agreement has been granted rights under such provision by
Artal or such transferring Majority Transferee. For purposes of these Bylaws,
the word "own" shall mean "beneficially own" as determined pursuant to Rule
13d-3 (or any successor provision thereto) under the Exchange Act.

         Section 1.6. VOTING.

         Unless otherwise provided by law or the Articles, at each meeting of
the shareholders each shareholder entitled to vote at such meeting may vote
either in person or by proxy in writing. Unless demanded by a shareholder
present in person or represented by proxy at any meeting of the shareholders and
entitled to vote thereon or so directed by the chairman of the meeting, the vote
on any matter need not be by ballot. On a vote by ballot, each ballot shall be
signed by the shareholder voting or his proxy, and it shall show the number of
shares voted.

         Section 1.7. WRITTEN AUTHORIZATION.

         A shareholder or a shareholder's duly authorized attorney-in-fact may
execute a writing authorizing another person or persons to act for him as proxy.
Execution may be accomplished


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by the shareholder or such shareholder's duly authorized attorney-in-fact or
authorized officer, director, employee or agent signing such writing or causing
such shareholder's signature to be affixed to such writing by any reasonable
means including, but not limited to, by facsimile signature.

         Section 1.8. ELECTRONIC AUTHORIZATION.

         The Secretary may approve procedures to enable a shareholder or a
shareholder's duly authorized attorney-in-fact to authorize another person or
persons to act for him as proxy by transmitting or authorizing the transmission
of a telegram, cablegram, internet transmission, telephone transmission or other
means of electronic transmission to the person who will be the holder of the
proxy or to a proxy solicitation firm, proxy support service organization or
like agent duly authorized by the person who will be the holder of the proxy to
receive such transmission, provided that any such transmission must either set
forth or be submitted with information from which the judges or inspectors of
election can determine that the transmission was authorized by the shareholder
or the shareholder's duly authorized attorney-in-fact. If it is determined that
such transmissions are valid, the judges or inspectors shall specify the
information upon which they relied. Any copy, facsimile telecommunication or
other reliable reproduction of the writing or transmission created pursuant to
this Section 1.8 may be substituted or used in lieu of the original writing or
transmission for any and all purposes for which the original writing or
transmission could be used, provided that such copy, facsimile telecommunication
or other reproduction shall be a complete reproduction of the entire original
writing or transmission.

         Section 1.9. JUDGES.

         One or more judges or inspectors of election for any meeting of
shareholders may be appointed by the chairman of such meeting, for the purpose
of receiving and taking charge of proxies and ballots and deciding all questions
as to the qualification of voters, the validity of proxies and ballots and the
number of votes properly cast.

                                   ARTICLE II
                               BOARD OF DIRECTORS

         Section 2.1. GENERAL POWERS AND NUMBER.

         The property, business and affairs of the Corporation shall be managed
under the direction of the Board as from time to time constituted. The Board
shall consist of seven directors, but the number of directors may be increased
to any number, not more than 15 directors as set forth in the Articles, or
decreased to any number, not fewer than three directors, by amendment of these
Bylaws, provided that no decrease in the number of directors shall shorten or
terminate the term of any incumbent director. No director need be a shareholder.

         Section 2.2. NOMINATION AND ELECTION OF DIRECTORS.

         At each annual meeting of shareholders, the shareholders entitled to
vote shall elect the directors. No person shall be eligible for election as a
director unless nominated in accordance with the procedures set forth in this
Section 2.2. Nominations of persons for election to the


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Board may be made by the Board or any committee designated by the Board or by
any shareholder entitled to vote for the election of directors at the applicable
meeting of shareholders who complies with the notice procedures set forth in
this Section 2.2. Such nominations, other than those made by the Board or any
committee designated by the Board, may be made only if written notice of a
shareholder's intent to nominate one or more persons for election as directors
at the applicable meeting of shareholders has been given, either by personal
delivery or by United States certified mail, postage prepaid, to the secretary
of the Corporation and received (i) with respect to the Corporation's first
annual meeting following the initial public offering of shares of its common
stock, not later than the close of business on the tenth business day following
the date on which notice of such meeting is first given to shareholders, (ii)
not less than 120 days nor more than 150 days before the first anniversary of
the date of the Corporation's proxy statement in connection with the last annual
meeting of shareholders, (iii) if no annual meeting was held in the previous
year or the date of the applicable annual meeting has been changed by more than
30 days from the date of the previous year's annual meeting, not less than 60
days before the date of the applicable annual meeting, or (iv) with respect to
any special meeting of shareholders called for the election of directors, not
later than the close of business on the seventh day following the date on which
notice of such meeting is first given to shareholders. Each such shareholder's
notice shall set forth (a) as to the shareholder giving the notice, (i) the name
and address, as they appear on the Corporation's stock transfer books, of such
shareholder, (ii) a representation that such shareholder is a shareholder of
record and intends to appear in person or by proxy at such meeting to nominate
the person or persons specified in the notice, (iii) the class and number of
shares of stock of the Corporation beneficially owned by such shareholder and
(iv) a description of all arrangements or understandings between such
shareholder and each nominee and any other person or persons (naming such person
or persons) pursuant to which the nomination or nominations are to be made by
such shareholder; and (b) as to each person whom the shareholder proposes to
nominate for election as a director, (i) the name, age, business address and, if
known, residence address of such person, (ii) the principal occupation or
employment of such person, (iii) the class and number of shares of stock of the
Corporation that are beneficially owned by such person, (iv) any other
information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors or is otherwise required by
the rules and regulations of the Securities and Exchange Commission promulgated
under the Exchange Act and (v) the written consent of such person to be named in
the proxy statement as a nominee and to serve as a director if elected. The
Secretary of the Corporation shall deliver each such shareholder's notice that
has been timely received to the Board or a committee designated by the Board for
review. Notwithstanding the foregoing, at any time that Artal or any Artal
Transferee owns a majority of the then outstanding Common Stock, notice by Artal
or any Artal Transferee shall be timely and complete if delivered in writing or
orally at least five business days prior to the date the Corporation mails its
proxy statement in connection with such meeting of shareholders. Any person
nominated for election as director by the Board or any committee designated by
the Board shall, upon the request of the Board or such committee, furnish to the
Secretary of the Corporation all such information pertaining to such person that
is required to be set forth in a shareholder's notice of nomination. The
chairman of the meeting of shareholders shall, if the facts warrant, determine
that a nomination was not made in accordance with the procedures prescribed by
this Section 2.2. If the chairman should so determine, he shall so declare to
the meeting and the defective nomination shall be disregarded. For purposes of
these Bylaws, "Artal Transferee" shall mean a transferee from Artal or any other



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Artal Transferee that pursuant to a negotiated instrument of transfer or related
agreement has been granted rights by Artal or such transferring Artal Transferee
under the provisions of Article II of the Corporate Agreement, dated as of
November 5, 2001, between the Corporation and Artal.

         Section 2.3. COMPENSATION.

         Each director, in consideration of such director's serving as such,
shall be entitled to receive from the Corporation such amount per annum or such
fees for attendance at Board and Committee meetings, or both, in cash or other
property, including securities of the Corporation, as the Board shall from time
to time determine, together with reimbursements for the reasonable expenses
incurred by such director in connection with the performance of such director's
duties. Nothing contained herein shall preclude any director from serving the
Corporation, or any subsidiary or affiliated corporation, in any other capacity
and receiving proper compensation therefor. If the Board adopts a resolution to
that effect, any director may elect to defer all or any part of the annual and
other fees hereinabove referred to for such period and on such terms and
conditions as shall be permitted by such resolution.

         Section 2.4. PLACE OF MEETINGS.

         The Board may hold its meetings at such place or places within or
without the Commonwealth of Virginia as it may from time to time by resolution
determine or as shall be specified or fixed in the respective notices or waivers
of notice thereof.

         Section 2.5. ORGANIZATIONAL MEETING.

         As soon as practicable after each annual election of directors, the
newly constituted Board shall meet for the purposes of organization. At such
organizational meeting, the newly constituted Board shall elect officers of the
Corporation and transact such other business as shall come before the meeting.
Any organizational meeting may be held at any time or place designated by the
Board from time to time.

         Section 2.6. REGULAR MEETINGS.

         Regular meetings of the Board may be held at such time and place as may
from time to time be specified in a resolution adopted by the Board then in
effect, and, unless otherwise required by such resolution, or by law, notice of
any such regular meeting need not be given.

         Section 2.7. SPECIAL MEETINGS.

         Special meetings of the Board shall be held whenever called by the
Chairman of the Board of Directors or by the Secretary at the request of any two
or more of the directors then in office. Notice of a special meeting shall be
mailed to each director, addressed to him at his residence or usual place of
business, not later than the third day before the day on which such meeting is
to be held, or shall be sent addressed to him at such place by facsimile,
telegraph, cable or wireless, or be delivered personally or by telephone, not
later than the day before the day on which such meeting is to be held. Neither
the business to be transacted at, nor the


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purpose of, any regular or special meeting of the Board need be specified in the
notice of such meeting, unless required by the Articles.

         Section 2.8. QUORUM.

         At each meeting of the Board the presence of a majority of the number
of directors fixed by these Bylaws shall be necessary to constitute a quorum.
The act of a majority of the directors present at a meeting at which a quorum
shall be present shall be the act of the Board, except as may be otherwise
provided by law or by these Bylaws. Any meeting of the Board may be adjourned by
a majority vote of the directors present at such meeting. Notice of any
adjourned meeting need not be given.

         Section 2.9. WAIVERS OF NOTICE OF MEETINGS.

         Notwithstanding anything in these Bylaws or in any resolution adopted
by the Board to the contrary, notice of any meeting of the Board need not be
given to any director if such notice shall be waived in writing signed by such
director before, at or after the meeting, or if such director shall be present
at the meeting. Any meeting of the Board shall be a legal meeting without any
notice having been given or regardless of the giving of any notice or the
adoption of any resolution in reference thereto, if every member of the Board
shall be present thereat. Except as otherwise provided by law or these Bylaws,
waivers of notice of any meeting of the Board need not contain any statement of
the purpose of the meeting.

         Section 2.10. TELEPHONE MEETINGS.

         Members of the Board or any committee may participate in a meeting of
the Board or such committee by means of a conference telephone or other means of
communication whereby all directors participating may simultaneously hear each
other during the meeting, and participation by such means shall constitute
presence in person at such meeting.

         Section 2.11. ACTIONS WITHOUT MEETINGS.

         Any action that may be taken at a meeting of the Board or of a
committee may be taken without a meeting if a consent in writing, setting forth
the action, shall be signed, either before or after such action, by all of the
directors or all of the members of the committee, as the case may be. Such
consent shall have the same force and effect as a unanimous vote.

         Section 2.12. CREATION OF COMMITTEES.

         In addition to the executive committee authorized by Article III of
these Bylaws, to the extent permitted by law, the Board may from time to time by
resolution adopted by a majority of the number of directors then in office
create such other committees of directors as the Board shall deem advisable and
with such limited authority, functions and duties as the Board shall by
resolution prescribe. The Board shall have the power to change the members of
any such committee at any time, to fill vacancies, and to discharge any such
committee, either with or without cause, at any time.



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                                  ARTICLE III
                               EXECUTIVE COMMITTEE

         Section 3.1. HOW CONSTITUTED AND POWERS.

         The Board, by resolution adopted pursuant to Article II, Section 2.12
hereof, may designate one or more directors to constitute an executive
committee, who shall serve at the pleasure of the Board. The executive
committee, to the extent provided in such resolution and permitted by law, shall
have and may exercise all of the authority of the Board.

         Section 3.2. ORGANIZATION, ETC.

         The executive committee may choose a chairman and secretary. The
executive committee shall keep a record of its acts and proceedings and report
the same from time to time to the Board.

         Section 3.3. MEETINGS.

         Meetings of the executive committee may be called by any member of the
committee. Notice of each such meeting, which need not specify the business to
be transacted thereat, shall be mailed to each member of the committee,
addressed to his or her residence or usual place of business, at least two days
before the day on which the meeting is to be held or shall be sent to such place
by telegraph, telex or telecopy or be delivered personally or by telephone, not
later than the day before the day on which the meeting is to be held.

         Section 3.4. QUORUM AND MANNER OF ACTING.

         A majority of the executive committee shall constitute a quorum for
transaction of business, and the act of a majority of those present at a meeting
at which a quorum is present shall be the act of the executive committee. The
members of the executive committee shall act only as a committee, and the
individual members shall have no powers as such.

         Section 3.5. REMOVAL.

         Any member of the executive committee may be removed, with or without
cause, at any time, by the Board.

         Section 3.6. VACANCIES.

         Any vacancy in the executive committee shall be filled by the Board.

                                   ARTICLE IV
                                    OFFICERS

         Section 4.1. NUMBER, TERM, ELECTION.

         The officers of the Corporation shall be a Chairman of the Board of
Directors, a President, a Secretary and a Treasurer. The Board may appoint such
other officers and such


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assistant officers and agents with such powers and duties as the Board may find
necessary or convenient to carry on the business of the Corporation. Such
officers and assistant officers shall serve until their successors shall be
elected and qualify, or as otherwise provided in these Bylaws. Any two or more
offices may be held by the same person.

         Section 4.2. CHAIRMAN OF THE BOARD OF DIRECTORS.

         The Chairman of the Board of Directors shall, subject to the control of
the Board, have full authority and responsibility for directing the conduct of
the business, affairs and operations of the Corporation and shall preside at all
meetings of the Board and of the shareholders. The Chairman of the Board of
Directors shall perform such other duties and exercise such other powers as may
from time to time be prescribed by the Board.

         Section 4.3. PRESIDENT.

         The President shall be the chief operating officer of the Corporation
and shall have such powers and perform such duties as may from time to time be
prescribed by the Board or by the Chairman of the Board of Directors. The
President may sign and execute in the name of the Corporation deeds, contracts
and other instruments, except in cases where the signing and the execution
thereof shall be expressly delegated by the Board or by these Bylaws to some
other officer or agent of the Corporation or shall be required by law otherwise
to be signed or executed.

         Section 4.4. VICE PRESIDENTS.

         Each Vice President, if any, shall have such powers and perform such
duties as may from time to time be prescribed by the Board, the Chairman of the
Board of Directors, the President or any officer to whom the Chairman of the
Board of Directors or the President may have delegated such authority. Any Vice
President of the Corporation may sign and execute in the name of the Corporation
deeds, contracts and other instruments, except in cases where the signing and
execution thereof shall be expressly delegated by the Board or by these Bylaws
to some other officer or agent of the Corporation or shall be required by law
otherwise to be signed or executed.

         Section 4.5. TREASURER.

         The Treasurer shall have such powers and perform such duties as may
from time to time be prescribed by the Board, the Chairman of the Board of
Directors, the President or any officer to whom the Chairman of the Board of
Directors or the President may have delegated such authority. If the Board shall
so determine, the Treasurer shall give a bond for the faithful performance of
the duties of the office of the Treasurer, in such sum as the Board may
determine to be proper, the expense of which shall be borne by the Corporation.
To such extent as the Board shall deem proper, the duties of the Treasurer may
be performed by one or more assistants, to be appointed by the Board.



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         Section 4.6. SECRETARY.

         The Secretary shall keep the minutes of meetings of shareholders, of
the Board, and, when requested, of committees of the Board, and shall attend to
the giving and serving of notices of all meetings thereof. The Secretary shall
keep or cause to be kept such stock transfer and other books, showing the names
of the shareholders of the Corporation, and all other particulars regarding
them, as may be required by law. The Secretary shall also perform such other
duties and exercise such other powers as may from time to time be prescribed by
the Board, the Chairman of the Board of Directors, the President or any officer
to whom the Chairman of the Board of Directors or the President may have
delegated such authority. To such extent as the Board shall deem proper, the
duties of the Secretary may be performed by one or more assistants, to be
appointed by the Board.

                                   ARTICLE V
                            REMOVALS AND RESIGNATIONS

         Section 5.1. REMOVAL OF OFFICERS.

         Any officer, assistant officer or agent of the Corporation may be
removed at any time, either with or without cause, by the Board in its absolute
discretion. Any officer or agent appointed otherwise than by the Board of
Directors may be removed at any time, either with or without cause, by any
officer having authority to appoint such an officer or agent, except as may be
otherwise provided in these Bylaws. Any such removal shall be without prejudice
to the recovery of damages for breach of the contract rights, if any, of the
officer, assistant officer or agent removed. Election or appointment of an
officer, assistant officer or agent shall not of itself create contract rights.

         Section 5.2. RESIGNATION.

         Any director, officer or assistant officer of the Corporation may
resign as such at any time by giving written notice of his resignation to the
Board, the Chairman of the Board of Directors or the Secretary of the
Corporation. Such resignation shall take effect at the time specified therein
or, if no time is specified therein, at the time of delivery thereof, and,
unless otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective.

         Section 5.3. VACANCIES.

         Any vacancy in the office of any officer or assistant officer caused by
death, resignation, removal or any other cause, may be filled by the Board for
the unexpired portion of the term.

                                   ARTICLE VI
                CONTRACTS, LOANS, CHECKS, DRAFTS, DEPOSITS, ETC.

         Section 6.1. EXECUTION OF CONTRACTS.

         Except as otherwise provided by law or by these Bylaws, the Board (i)
may authorize any officer, employee or agent of the Corporation to execute and
deliver any contract, agreement or


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other instrument in writing in the name and on behalf of the Corporation, and
(ii) may authorize any officer, employee or agent of the Corporation so
authorized by the Board to delegate such authority by written instrument to
other officers, employees or agents of the Corporation. Any such authorization
by the Board may be general or specific and shall be subject to such limitations
and restrictions as may be imposed by the Board. Any such delegation of
authority by an officer, employee or agent may be general or specific, may
authorize re-delegation, and shall be subject to such limitations and
restrictions as may be imposed in the written instrument of delegation by the
person making such delegation.

         Section 6.2. LOANS.

         No loans shall be contracted on behalf of the Corporation and no
negotiable paper shall be issued in its name unless authorized by the Board.
When authorized by the Board, any officer, employee or agent of the Corporation
may effect loans and advances at any time for the Corporation from any bank,
trust company or other institution, or from any firm, corporation or individual,
and for such loans and advances may make, execute and deliver promissory notes,
bonds or other certificates or evidences of indebtedness of the Corporation and
when so authorized may pledge, hypothecate or transfer any securities or other
property of the Corporation as security for any such loans or advances. Such
authority may be general or confined to specific instances.

         Section 6.3. CHECKS, DRAFTS, ETC..

         All checks, drafts and other orders for the payment of money out of the
funds of the Corporation and all notes or other evidences of indebtedness of the
Corporation shall be signed on behalf of the Corporation in such manner as shall
from time to time be determined by the Board.

         Section 6.4. DEPOSITS.

         All funds of the Corporation not otherwise employed shall be deposited
from time to time to the credit of the Corporation in such banks, trust
companies or other depositories as the Board may select or as may be selected by
the Treasurer or any other officer, employee or agent of the Corporation to whom
such power may from time to time be delegated by the Board.

         Section 6.5. VOTING OF SECURITIES.

         Unless otherwise provided by the Board, the President may from time to
time appoint an attorney or attorneys, or agent or agents of the Corporation, in
the name and on behalf of the Corporation, to cast the votes that the
Corporation may be entitled to cast as the holder of stock or other securities
in any other corporation or other entity, any of whose stock or other securities
may be held by the Corporation, at meetings of the holders of the stock or other
securities of such other corporation or other entity, or to consent in writing,
in the name of the Corporation as such holder, to any action by such other
corporation or other entity, and may instruct the person or persons so appointed
as to the manner of casting such votes or giving such consent, and may execute
or cause to be executed in the name and on behalf of the Corporation and under
its corporate seal, or otherwise, all such written proxies or other instruments
as such officer may deem necessary or proper in the premises.



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                                  ARTICLE VII
                                 CAPITAL STOCK

         Section 7.1. SHARES.

         Shares of the Corporation may but need not be represented by
certificates.

         When shares are represented by certificates, the Corporation shall
issue such certificates in such form as shall be required by the Virginia Stock
Corporation Act (the "VSCA") and as determined by the Board, to every
shareholder for the fully paid shares owned by such shareholder. Each
certificate shall be signed by, or shall bear the facsimile signature of, the
Chairman of the Board of Directors or the President and the Secretary or an
Assistant Secretary of the Corporation and may bear the corporate seal of the
Corporation or its facsimile. All certificates for the Corporation's shares
shall be consecutively numbered or otherwise identified.

         The name and address of the person to whom shares (whether or not
represented by a certificate) are issued, with the number of shares and date of
issue, shall be entered on the share transfer books of the Corporation. Such
information may be stored or retained on discs, tapes, cards or any other
approved storage device relating to data processing equipment; provided that
such device is capable of reproducing all information contained therein in
legible and understandable form, for inspection by shareholders or for any other
corporate purpose.

         When shares are not represented by certificates, then within a
reasonable time after the issuance or transfer of such shares, the Corporation
shall send the shareholder to whom such shares have been issued or transferred a
written statement of the information required by the VSCA to be included on
certificates.

         Section 7.2. STOCK TRANSFER BOOKS AND TRANSFER OF SHARES.

         The Corporation, or its designated transfer agent or other agent, shall
keep a book or set of books to be known as the stock transfer books of the
Corporation, containing the name of each shareholder of record, together with
such shareholder's address and the number and class or series of shares held by
such shareholder. Shares of stock of the Corporation shall be transferable on
the stock books of the Corporation by the holder in person or by his attorney
thereunto authorized by power of attorney duly executed and filed with the
Secretary or the transfer agent, but, except as hereinafter provided in the case
of loss, destruction or mutilation of certificates, no transfer of stock shall
be entered until the previous certificate, if any, given for the same shall have
been surrendered and canceled. Transfer of shares of the Corporation represented
by certificates shall be made on the stock transfer books of the Corporation
only upon surrender of the certificates for the shares sought to be transferred
by the holder of record thereof or by such holder's duly authorized agent,
transferee or legal representative, who shall furnish proper evidence of
authority to transfer with the Secretary of the Corporation or its designated
transfer agent or other agent. All certificates surrendered for transfer shall
be canceled before new certificates for the transferred shares shall be issued.
Except as otherwise provided by law, no transfer of shares shall be valid as
against the Corporation, its shareholders or creditors, for any purpose, until
it shall have been entered in the stock records of the Corporation by an entry
showing from and to whom transferred.



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         Section 7.3. HOLDER OF RECORD.

         Except as otherwise required by the VSCA, the Corporation may treat the
person in whose name shares of stock of the Corporation (whether or not
represented by a certificate) stand of record on its books or the books of any
transfer agent or other agent designated by the Board as the absolute owner of
the shares and the person exclusively entitled to receive notification and
distributions, to vote, and to otherwise exercise the rights, powers and
privileges of ownership of such shares.

         Section 7.4. RECORD DATE.

         For the purpose of determining shareholders entitled to notice of or to
vote at any meeting of shareholders or any adjournment thereof, or entitled to
receive payment of any dividend, or in order to make a determination of
shareholders for any other proper purpose, the Board may fix in advance a date
as the record date for any such determination of shareholders, such date in any
case to be not more than 70 days prior to the date on which the particular
action, requiring such determination of shareholders, is to be taken. When a
determination of shareholders entitled to vote at any meeting of shareholders
has been made as provided in this section, such determination shall apply to any
adjournment thereof unless the Board fixes a new record date, which it shall do
if the meeting is adjourned to a date more than 120 days after the date fixed
for the original meeting.

         Section 7.5. LOST, DESTROYED OR MUTILATED CERTIFICATES.

         In case of loss, destruction or mutilation of any certificate of stock,
another may be issued in its place upon proof of such loss, destruction or
mutilation and upon the giving of a bond of indemnity to the Corporation in such
form and in such sum as the Board may direct; provided that a new certificate
may be issued without requiring any bond when, in the judgment of the Board, it
is proper so to do.

         Section 7.6. TRANSFER AGENT AND REGISTRAR; REGULATIONS.

         The Corporation may, if and whenever the Board so determines, maintain
in the Commonwealth of Virginia or any other state of the United States, one or
more transfer offices or agencies and also one or more registry offices which
offices and agencies may establish rules and regulations for the issue, transfer
and registration of certificates. No certificates for shares of stock of the
Corporation in respect of which a transfer agent and registrar shall have been
designated shall be valid unless countersigned by such transfer agent and
registered by such registrar. The Board may also make such additional rules and
regulations as it may deem expedient concerning the issue, transfer and
registration of shares represented by certificates and shares without
certificates.

                                  ARTICLE VIII
                                      SEAL

         The seal of the Corporation shall be a flat-face circular die, of which
there may be any number of counterparts of facsimiles, in such form as the Board
of Directors shall from time to time adopt as the corporate seal of the
Corporation.



                                      -13-
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                                EMERGENCY BYLAWS

         Section 1. DEFINITIONS.

         As used in these Emergency Bylaws, (a) the term "period of emergency"
shall mean any period during which a quorum of the Board cannot readily be
assembled because of some catastrophic event.

         (b) the term "incapacitated" shall mean that the individual to whom
such term is applied shall not have been determined to be dead but shall be
missing or unable to discharge the responsibilities of his office; and

         (c) the term "senior officer" shall mean the Chairman of the Board of
Directors, the President, any Vice President, the Treasurer and the Secretary,
and any other person who may have been so designated by the Board before the
emergency.

         Section 2. APPLICABILITY.

         These Emergency Bylaws, as from time to time amended, shall be
operative only during any period of emergency. To the extent not inconsistent
with these Emergency Bylaws, all provisions of the regular Bylaws of the
Corporation shall remain in effect during any period of emergency.

         No officer, director or employee shall be liable for actions taken in
good faith in accordance with these Emergency Bylaws.

         Section 3. BOARD OF DIRECTORS.

         (a) A meeting of the Board may be called by any director or senior
officer of the Corporation. Notice of any meeting of the Board need be given
only to such of the directors as it may be feasible to reach at the time and by
such means as may be feasible at the time, including publication or radio, and
at a time less than twenty-four hours before the meeting if deemed necessary by
the person giving notice.

         (b) At any meeting of the Board, three directors in attendance shall
constitute a quorum. Any act of a majority of the directors present at a meeting
at which a quorum shall be present shall be the act of the Board. If less than
three directors should be present at a meeting of the Board, any senior officer
of the Corporation in attendance at such meeting shall serve as a director for
such meeting, selected in order of rank and within the same rank in order of
seniority.

         (c) In addition to the Board's powers under the regular Bylaws of the
Corporation to fill vacancies on the Board, the Board may elect any individual
as a director to replace any director who may be incapacitated to serve until
the latter ceases to be incapacitated or until the termination of the period of
emergency, whichever first occurs. In considering officers of the Corporation
for election to the Board, the rank and seniority of individual officers shall
not be pertinent.



                                      -14-
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         (d) The Board, during as well as before any such emergency, may change
the principal office or designate several alternative offices or authorize the
officers to do so.

         Section 4. APPOINTMENT OF OFFICERS.

         In addition to the Board's powers under the regular Bylaws of the
Corporation with respect to the election of officers, the Board may elect any
individual as an officer to replace any officer who may be incapacitated to
serve until the latter ceases to be incapacitated.

         Section 5. AMENDMENTS.

         These Emergency Bylaws shall be subject to repeal or change by further
action of the Board or by action of the shareholders, except that no such repeal
or change shall modify the provisions of the second paragraph of Section 2 with
regard to action or inaction prior to the time of such repeal or change. Any
such amendment of these Emergency Bylaws may make any further or different
provision that may be practical and necessary for the circumstances of the
emergency.




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