AMENDED AND RESTATED BY-LAWS

OF

KAISER ALUMINUM CORPORATION
October 1, 1997
INDEX

PAGE
Article I - OFFICES
SECTION 1. Registered Office . . . . . . . . . . . . 1
-----------------
SECTION 2. Offices . . . . . . . . . . . . . . . . . . 1
--------

Article II - MEETINGS OF STOCKHOLDERS
SECTION 1. Place of Meetings. . . . . . . . . . . . . . .1
-------------------
SECTION 2. Annual Meetings. . . . . . . . . . . . . . . . .1
---------------
SECTION 3. Special Meetings . . . . . . . . . . . . . . . .3
----------------
SECTION 4. Adjourned Meetings, Notice . . . . . . . . . . .3
--------------------------
SECTION 5. Voting . . . . . . . . . . . . . . . . . . . . .4
------
SECTION 6. Quorum . . . . . . . . . . . . . . . . . . . . .4
-------
SECTION 7. Proxies. . . . . . . . . . . . . . . . . . . . .4
-------
SECTION 8. Inspectors . . . . . . . . . . . . . . . . . . .4
----------
SECTION 9. Procedural Rules . . . . . . . . . . . . . . . .5
----------------

Article III - DIRECTORS
SECTION 1. Powers . . . . . . . . . . . . . . . . . . . . .5
------
SECTION 2. Number and Qualification of Directors. . . . . .5
-------------------------------------
SECTION 3. Election and Term of Office. . . . . . . . . . .5
---------------------------
SECTION 4. Vacancies. . . . . . . . . . . . . . . . . . . .5
---------
SECTION 5. Place of Meeting . . . . . . . . . . . . . . .6
------------------
SECTION 6. Annual Meeting . . . . . . . . . . . . . . . . .6
--------------
SECTION 7. Other Regular Meetings . . . . . . . . . . . . .6
----------------------
SECTION 8. Special Meetings . . . . . . . . . . . . . . . .6
----------------
SECTION 9. Quorum . . . . . . . . . . . . . . . . . . . . .6
------
SECTION 10. Adjournment. . . . . . . . . . . . . . . . . . .6
-----------
SECTION 11. Fees and Compensation. . . . . . . . . . . . . .7
----------------------
SECTION 12. Directors' Action Without Meetings . . . . . . .7

----------------------------------
SECTION 13. Meetings by Telecommunication. . . . . . . . .7
-------------------------------

Article IV - COMMITTEES
SECTION 1. Committees . . . . . . . . . . . . . . . . . . .7
----------
SECTION 2. Committee Rules . . . . . . . . . . . . . . . .7
----------------

Article V - OFFICERS
SECTION 1. Officers. . . . . . . . . . . . . . . . . . .8
--------
SECTION 2. Election. . . . . . . . . . . . . . . . . . .8
--------
SECTION 3. Removal and Resignation . . . . . . . . . . .8
-----------------------
SECTION 4. Vacancies . . . . . . . . . . . . . . . . . .8
---------
SECTION 5. Chairman of the Board . . . . . . . . . . . .8
---------------------
SECTION 6. Vice Chairman of the Board. . . . . . . . . .8
--------------------------
SECTION 7. Chief Executive Officer . . . . . . . . . . .9
-----------------------

i
SECTION 8. President . . . . . . . . . . . . . . . . . .9
---------
SECTION 9. Chief Operating Officer . . . . . . . . . . .9
-----------------------
SECTION 10. Executive Vice Presidents and Senior Vice
-----------------------------------------
Presidents . . . . . . . . . . . . . . . . . .9
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SECTION 11. Vice Presidents. . . . . . . . . . . . . . . . .9
---------------
SECTION 12. Secretary. . . . . . . . . . . . . . . . . . . .9
---------
SECTION 13. Treasurer. . . . . . . . . . . . . . . . . . . 10
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SECTION 14. Controller . . . . . . . . . . . . . . . . . . 10
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SECTION 15. Chief Administrative Officer . . . . . . . . . 11
----------------------------

Article VI - MISCELLANEOUS
SECTION 1. Record Dates . . . . . . . . . . . . . . . . . 11
------------
SECTION 2. Waiver of Notice of Meetings of Stockholders,
--------------------------------------------
Directors and Committees
------------------------.....................11
SECTION 3. Certificates of Stock. . . . . . . . . . . . . 11
---------------------
SECTION 4. Inspection of Stock Ledger . . . . . . . . . . 11
--------------------------
SECTION 5. Indemnification. . . . . . . . . . . . . . . . 12
---------------

Article VII - AMENDMENTS
SECTION 1. Adoption, Amendment or Repeal of By-laws . . . 12
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ii

AMENDED AND RESTATED
BY-LAWS
OF
KAISER ALUMINUM CORPORATION
(A Delaware corporation)

Article I - OFFICES

SECTION 1. Registered Office. The registered office of
-----------------
the Corporation shall be located at Corporation Trust Center,
1209 Orange Street, Wilmington, Delaware. The name of
the registered agent in charge thereof is The Corporation
Trust Company.

SECTION 2. Offices. Offices may at any time be
-------
established by the Board of Directors at any place or places,
within or without the State of Delaware.

Article II - MEETINGS OF STOCKHOLDERS

SECTION 1. Place of Meetings. All meetings of
-------------------
Stockholders for the election of Directors shall be held at the
principal office of the Corporation or at such other place either
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. Meetings of the Stockholders for any
other purpose may be held at such place as shall be stated in the
notice of the meeting.

SECTION 2. Annual Meetings. The Board of Directors
---------------
acting by resolution may postpone and reschedule any previously
scheduled annual meeting of Stockholders.

Nominations of persons for election to the Board of
Directors of the Corporation and the proposal of business to be
considered by the Stockholders may be made at an annual meeting
of Stockholders (a) pursuant to the Corporation's notice of
meeting, (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 at the time of giving of notice provided for in this
By-law, who is entitled to vote at the meeting and who complied
with the notice procedures set forth in this By-law.

For nominations for Directors or other business to be
properly brought before an annual meeting by a Stockholder
pursuant to clause (c) of the foregoing paragraph of this By-law,
the Stockholder must have given timely notice thereof in writing
to the Secretary of the Corporation. To be timely, a
Stockholder's notice shall be delivered to the Secretary at the
principal executive offices of the Corporation not less than 60
days nor more than 90 days 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 advanced by more
than 30 days or delayed by more than 60 days from such
anniversary date, notice by the Stockholder to be timely must be
so delivered not earlier than the 90th day prior to such annual
meeting and not later than the close of business on the later of
the 60th day prior to such annual meeting or the 10th day
following the day on which public announcement of the date of
such meeting is first made. Such Stockholder's notice shall set
forth (a) as to each person whom the Stockholder proposes to
nominate for election or reelection as a Director all information
relating to such person that is required to be disclosed in
solicitation of proxies for election of Directors, or is
otherwise required, in each case pursuant to Regulation 14A under
the Securities Exchange Act of 1934, as amended (the "Exchange
Act") (including 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 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 nomination or proposal is made
as well as (i) the name and address of such Stockholder, as they
appear on the Corporation's books, and of such beneficial owner,
if applicable, and (ii) the class and number of shares of the
Corporation which are owned beneficially and of record by such
Stockholder and such beneficial owner, if applicable.

Notwithstanding anything herein to the contrary, in the
event that the number of Directors to be elected to the Board of
Directors of the Corporation is increased and there is no public
announcement naming all of the nominees for Director or
specifying the size of the increased Board of Directors made by
the Corporation at least 70 days prior to the first anniversary
of the preceding year's annual meeting, a Stockholder's notice
required by this By-law shall also be considered timely, but only
with respect to nominees for any new positions created by such
increase, if it shall be delivered to the Secretary at the
principal executive offices of the Corporation not later than the
close of business on the 10th day following the day on which such
public announcement is first made by the Corporation.

Only such persons who are nominated in accordance with the
procedures set forth in these By-laws shall be eligible to serve
as Directors and only such business shall be conducted at an
annual meeting of Stockholders as shall have been brought before
the meeting in accordance with the procedures set forth in this
By-law. The chairman of the meeting shall have the power and
duty to determine whether any nomination or business proposed to
be brought before the meeting was made in accordance with the
procedures set forth in these By-laws and, if any proposed
nomination or business is not in compliance with these By-laws,
to declare that such defective proposal shall be disregarded.

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

Notwithstanding the foregoing provisions of this By-law, 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 By-law. Nothing in this
By-law shall be deemed to affect any rights of Stockholders to
request inclusion of proposals in the Corporation's proxy
statement pursuant to Rule 14a-8 under the Exchange Act.

SECTION 3. Special Meetings. Business transacted at all
----------------
special meetings shall be confined to the specific purpose or
purposes of the persons authorized to request such special
meeting as set forth in this Section 3 and only such purpose or
purposes shall be set forth in the notice of such meeting.
The Board of Directors acting by resolution may
postpone and reschedule any previously scheduled special meeting
of Stockholders.

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 (a) pursuant to the
Corporation's notice of meeting (b) by or at the direction of the
Board of Directors or (c) by any Stockholder of the Corporation
who is a Stockholder of record at the time of giving of notice
provided for in this By-law, who shall be entitled to vote at the
meeting and who complies with the notice procedures set forth in
this By-law. Nominations by Stockholders of persons for election
to the Board of Directors may be made at such a special meeting
of Stockholders if the Stockholder's notice required by the third
paragraph of Section 2 of Article II of these By-laws shall be
delivered to the Secretary at the principal executive offices of
the Corporation not earlier than the 90th day prior to such
special meeting and not later than the close of business on the
later of the 60th day prior to such special meeting or the 10th
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.

Only such persons who are nominated in accordance with the
procedures set forth in these By-laws shall be eligible to serve
as Directors and only such business shall be conducted at a
special meeting of the Stockholders as shall have been brought
before the meeting in accordance with the procedures set forth in
this By-law. The chairman of the meeting shall have the power
and duty to determine whether any nomination or business
proposed to be brought before the meeting was made in accordance
with the procedures set forth in this By-law, and if any proposed
nomination or business is not in compliance with this By-law, to
declare that such defective proposal shall be disregarded.

Notwithstanding the foregoing provisions of this By-law, 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 By-law. Nothing in this
By-law shall be deemed to affect any rights of Stockholders to
request inclusion of proposals in the Corporation's proxy
statement pursuant to Rule 14a-8 under the Exchange Act.

SECTION 4. Adjourned Meetings, Notice. Any
---------------------------
Stockholders' meeting, annual or special, whether or not a quorum
is present, may be adjourned from time to time, to be reconvened
at the same or some other place, by the vote of a majority of'
the shares entitled to vote thereon, the holders of which are
either present in person or represented by proxy thereat. At
the adjourned meeting the Corporation may transact any business
which might have been transacted at the original meeting, but in
the absence of a quorum no other business may be transacted at
any such meeting.

When any Stockholders' meeting, either annual or
special, is adjourned for thirty (30) days or more or if after
the adjournment a new record date is fixed for the adjourned
meeting, notice of the adjourned meeting shall be given as in the
case of an original meeting. Save as aforesaid, it shall not be
necessary to give any notice of an adjournment or of the business
to be transacted at an adjourned meeting, if the time and place
of the adjourned meeting are announced at the meeting at which
such adjournment is taken.

SECTION 5. Voting. At all meetings of Stockholders,
------
every registered Stockholder entitled to vote shall have the
right to vote in person or by proxy the number of shares standing
in his own name on the stock records of the Corporation; provid-
ed, however, that at all elections of Directors each holder of
record of stock entitled to vote for the election of Directors
shall be entitled to one vote for each share of such stock held
by such Stockholder for each Director's position to be filled.
Cumulative voting for Directors shall not be permitted. Voting
shall be conducted by ballot.

SECTION 6. Quorum. Subject to any provisions of the
------
Certificate of Incorporation relating to a quorum at meetings at
which the holders of shares of stock of any class are entitled to
vote separately as a class, the presence in person or by proxy of
the holders of a majority of the shares entitled to vote at any
meeting shall constitute a quorum for the transaction of busi-
ness. The Stockholders present at a duly called or held meeting
at which a quorum is present may continue to do business until
adjournment, notwithstanding the withdrawal of enough
Stockholders to leave less than a quorum.

SECTION 7. Proxies. Every person entitled to vote at
-------
a meeting of Stockholders shall have the right to do so either in
person or by an agent or agents authorized by a proxy furnished
in accordance with applicable law. A Stockholder may revoke any
proxy which is not irrevocable by attending the meeting and
voting in person or by filing an instrument in writing revoking
the proxy or another duly executed proxy bearing a later date
with the Secretary of the Corporation.

SECTION 8. Inspectors. Prior to any meeting of
----------
Stockholders, the Board of Directors or the President shall
appoint one or more inspectors to act at such meeting and make a
written report thereof and may designate one or more persons as
alternate inspectors to replace any inspector who fails to act.
If no inspector or alternate is able to act at the 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 faithfully to execute the duties of
inspector with strict impartiality and according to the best of
his or her ability. The inspectors shall ascertain the number of
shares outstanding and the voting power of each, determine the
shares represented at the meeting and the validity of proxies and
ballots, count all votes and ballots, determine and retain for a
reasonable period a record of the disposition of any challenges
made to any determination by the inspectors and certify their
determination of the number of shares represented at the meeting
and their count of all votes and ballots. The inspectors may
appoint or retain other persons to assist them in the performance
of their duties. The date and time of the opening and closing of
the polls for each matter upon which the Stockholders will vote
at a meeting shall be announced at the meeting. No ballot, proxy
or vote, nor any revocation thereof or change thereto, shall be
accepted by the inspectors after the closing of the polls. The
inspectors shall determine the validity of proxies and ballots in
accordance with applicable law.

SECTION 9. Procedural Rules. The Board of Directors of
----------------
the Corporation shall be entitled to make such rules or
regulations for the conduct of meetings of Stockholders as it
shall deem necessary, appropriate or convenient. Subject to such
rules and regulations of the Board of Directors, if any, the
chairman of the meeting shall have the right and authority to
prescribe such rules, regulations and procedures and to do all
such acts as, in the proper conduct of the meeting, including,
without limitation, establishing an agenda or order of business
of the meeting, rules and procedures for maintaining order at the
meeting and the safety of those present, limitations on participation
in such meeting to Stockholders of record of the Corporation and their duly
authorized and constituted proxies, and such other persons as the
chairman of the meeting shall permit, restrictions on entry to
the meeting after the time fixed for the commencement thereof,
limitations on the time allotted to questions or comment by
participants and regulation of the opening and closing of the
polls for balloting determined by the Board of Directors or the
chairman of the meeting. Meetings of Stockholders shall not be
required to be held in accordance with rules of parliamentary
procedure.

Article III - DIRECTORS

SECTION 1. Powers. Subject to the limitations of the
------
Certificate of Incorporation, the By-laws and the General
Corporation Law of the State of Delaware as to action to be
authorized or approved by the Stockholders, and subject to the
duties of Directors as prescribed by the By-laws, all corporate
powers shall be exercised by or under the authority of, and the
business and affairs of the Corporation shall be managed by or
under the direction of, the Board of Directors.

SECTION 2. Number and Qualification of Directors. The
-------------------------------------
Board of Directors shall consist of not less than three (3) nor
more than ten (10) members. The Board of Directors may, by
resolution, designate the number of members of the Board of
Directors. Directors need not be Stockholders.

SECTION 3. Election and Term of Office. The Directors
---------------------------
shall be elected at each annual meeting of Stockholders, but if
any such annual meeting is not held, or the Directors are not
elected thereat, the Directors may be elected at any special
meeting of Stockholders held for that purpose. All Directors
shall hold office until their respective successors are elected
and qualified or until their earlier resignation or removal.

SECTION 4. Vacancies. Vacancies and newly created
---------
directorships in the Board of Directors may be filled by a
majority of the remaining Directors, though less than a quorum,
or by a sole remaining Director, and each Director so elected
shall hold office until his successor is elected at an annual or
a special meeting of the Stockholders. Whenever the holders of
any class or classes of stock or series thereof are entitled to
elect one or more Directors by the provisions of the Certificate
of Incorporation, vacancies and newly created directorships of
such class or classes or series may be filled by a majority of
the Directors elected by such class or classes or series thereof
then in office, or by the sole remaining Director so elected.

A vacancy or vacancies shall be deemed to exist in case of
the death, resignation or removal of any Director.

The Stockholders may at any time elect Directors to fill any
vacancy not filled by the Directors.

Any Director may resign at any time by giving written notice
to the Board of Directors, the Chief Executive Officer or the
Secretary of the Corporation. Any such resignation shall take
effect at the time of receipt of such notice or at such later
time specified therein; and, unless otherwise
specified therein, the acceptance of such resignation shall
not be necessary to make it effective. If any Director resigns,
the Board of Directors shall have power to elect a successor to
take office at such time as the resignation shall become
effective.

SECTION 5. Place of Meeting. Subject to the
------------------
provisions of Section 13 of this Article III, all meetings of the
Board of Directors shall be held at the principal office of the
Corporation or at such other place in the United States
designated at any time by the Board of Directors.

SECTION 6. Annual Meeting. Immediately following each
--------------
annual meeting of Stockholders, the Board of Directors shall hold
a regular meeting for the purpose of organization, election of
officers, and the transaction of other business. Notice of all
such regular meetings shall not be required.

SECTION 7. Other Regular Meetings. Other regular
----------------------
meetings of the Board of Directors shall be held without call at
such times as shall from time to time be determined by the Board
of Directors. Notice of all such regular meetings shall not be
required.

SECTION 8. Special Meetings. Special meetings of the
----------------
Board of Directors, for any purpose or purposes whatsoever, shall
be called at any time only by the Chairman of the Board or by any
two (2) of the Directors. Reasonable notice thereof shall be
given by the person or persons calling the meeting.

SECTION 9. Quorum. At all meetings of the Board of
------
Directors a majority of the entire Board of Directors shall be
necessary and sufficient to constitute a quorum for the
transaction of business, except to fill vacancies in the Board of
Directors as herein before provided, and except to adjourn as
hereinafter provided. Every act or decision done or made by a
majority of the Directors present at a meeting duly held at which
a quorum is present shall be regarded as the act of the Board of
Directors.

SECTION 10. Adjournment. A quorum of the Directors may
-----------
adjourn any Board of Directors' meeting to meet again at a stated
day and hour; provided, however, that in the absence of a Quorum
a majority of the Directors present at any Board of
Directors' meeting, either regular or special, may adjourn from
time to time until the time fixed for the next regular meeting of
the Board of Directors. Notice of the time and place of holding
an adjourned meeting of a Board of Directors' meeting, either
regular or special, need not be given to absent Directors if the
time and place are fixed at the meeting adjourned.

SECTION 11. Fees and Compensation. Directors shall
---------------------
receive such compensation for their services and reimbursement
for expenses as Directors as shall be determined from time to
time by resolution of the Board of Directors. Any Director may
serve the Corporation in any other capacity as an Officer, agent,
employee or otherwise and receive compensation therefor.

SECTION 12. Directors' Action Without Meetings. 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 a written consent thereto is signed by all
members of the Board of Directors or such
committee as the case may be, and such written consent is filed
with the minutes of proceedings of the Board of Directors or
committee.

SECTION 13. Meetings by Telecommunication. Any
-------------------------------
meeting, regular or special, of the Board of Directors or of any
committee thereof may be held by conference telephone or similar
communication equipment. Participation in such a meeting shall
constitute presence in person at the meeting.

Article IV - COMMITTEES

SECTION 1. Committees. The Board of Directors may, by
----------
resolution passed by a majority of the entire Board, designate
one or more committees, each committee to consist of one or more
Directors. The Board of Directors may designate one or more
Directors as alternate members of any committee, who may replace
any absent or disqualified member at any meeting of the
committee. In the absence or disqualification of a member of a
committee, the member or members thereof present at any meeting
and not disqualified from voting, whether or not such member or
members 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 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; but no such committee shall have power or authority
in reference to amending the Certificate of Incorporation,
adopting an agreement or merger or consolidation, recommending to
the Stockholders the sale, lease or exchange of all or
substantially all of the Corporation's property and assets,
recommending to the Stockholders dissolution of the Corporation
or a revocation of dissolution, or amending these By-laws.

SECTION 2. Committee Rules. Unless the Board of
----------------
Directors otherwise provides, each committee designated by the
Board of Directors may adopt, amend and repeal rules for the
conduct of its business. Reasonable notice of each committee
meeting (other than regularly scheduled meetings) shall be
furnished to all members of the committee. A majority of the
entire authorized number of members of such committee shall
constitute a quorum for the transaction of business, the vote of
a majority of the members present at a meeting at the time of
such vote if a quorum is then present shall be the act of such
committee, and in other respects each committee shall conduct its
business in the same manner as the Board of Directors conducts
its business pursuant to Article III of these By-laws.

Article V - OFFICERS

SECTION 1. Officers. The Officers of the Corporation shall
--------
be a Chief Executive Officer, a President, a Secretary, and a
Treasurer. The Board of Directors may also, at its discretion,
choose from among its members a Chairman of the Board and a Vice
Chairman of the Board. The Corporation may also have, at the
discretion of the Board of Directors, a Chief Operating Officer,
a Chief Administrative Officer, one or more Executive Vice
Presidents, one or more Senior Vice Presidents, one or more Vice
Presidents, one or more Assistant Secretaries, one or more
Assistant Treasurers, a Controller or two officers who together
perform the duties of a Controller, and one or more Assistant
Controllers. One person may hold two or more offices.

SECTION 2. Election. The Officers of the Corporation
----------
shall be elected by the Board of Directors and each shall hold
his office until he shall resign or shall be removed or otherwise
disqualified to serve, or his successor shall be elected and
qualified.

SECTION 3. Removal and Resignation. Any Officer may be
-----------------------
removed, either with or without cause, by a majority of the
Directors at the time in office, at any regular or special
meeting of the Board of Directors, or, except in the case of an
Officer chosen by the Board, by the Chief Executive Officer.

Any Officer may resign at any time by giving written notice
to the Board of Directors, the Chief Executive Officer or the
Secretary of the Corporation. Any such resignation shall take
effect at the time of receipt of such notice or at any later time
specified therein; and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it
effective.

SECTION 4. Vacancies. A vacancy in any office because of
---------
death, resignation, removal, disqualification or any other
cause, shall be filled in the manner prescribed in the By-laws
for regular appointments to such office.

SECTION 5. Chairman of the Board. The Chairman of the
---------------------
Board, if any, shall preside at all meetings of the Board of
Directors and of the Stockholders at which he shall be present
and exercise and perform such powers and duties as generally
pertain to his office as well as such powers and duties as may be
from time to time assigned to him by the Board of Directors or
prescribed by the By-laws. If so designated by the Board of
Directors, the Chairman of the Board shall be the Chief Executive
Officer.

SECTION 6. Vice Chairman of the Board. In the absence of
--------------------------
the Chairman of the Board, the Vice Chairman of the Board, if
any, shall preside at all meetings of the Board of Directors and
of the Stockholders at which he shall be present. The Vice
Chairman of the Board shall exercise such powers and duties as
generally pertain to his office as well as such powers and duties
as may be from time to time assigned to him by the Board of
Directors or prescribed by the By-laws.

SECTION 7. Chief Executive Officer. Subject to such
-----------------------
supervisory powers, if any, as may be given by the Board of
Directors to the Chairman of the Board or the Vice Chairman of
the Board, if there be such Officers, the Chief Executive Officer
shall have such powers and duties as generally pertain to his
office as well as general supervision, direction and control of
the business and affairs of the Corporation.

SECTION 8. President. If the Chairman of the Board has
---------
not been designated as the Chief Executive Officer, the
President shall be the Chief Executive Officer with the powers
and duties set forth in Section 7 of this Article V. If the
Chairman of the Board has been so designated, the President shall
have such powers and duties as generally pertain to his office as
well as such powers and duties as from time to time may be prescribed
by the Board of Directors, the Chief Executive Officer or the By-laws.

In the absence of the Chairman of the Board and of the Vice
Chairman of the Board, the President shall preside at all
meetings of the Board of Directors and of the Stockholders at
which he shall be present.

SECTION 9. Chief Operating Officer. Subject to such
-----------------------
supervisory powers, if any, as may be given by the Board of
Directors to the Chairman of the Board or the Vice Chairman of
the Board or the Chief Executive Officer, if there be such
Officers, the Chief Operating Officer shall have such powers and
perform such duties as from time to time may be prescribed by the
Board of Directors, the Chief Executive Officer, or the By-Laws.

SECTION 10. Executive Vice Presidents and Senior Vice
-----------------------------------------
Presidents. The Executive Vice Presidents and Senior Vice
- ----------
Presidents, if any, shall have such powers and perform such
duties as generally pertain to their respective offices as well
as such powers and duties as from time to time may be prescribed
by the Board of Directors, the Chief Executive Officer or the By-
laws.

SECTION 11. Vice Presidents. The Vice Presidents, if
---------------
any, shall have such powers and duties as generally pertain to
their respective offices as well as such powers and duties as
from time to time may be prescribed by the Board of Directors,
the Chief Executive Officer or the By-laws.

SECTION 12. Secretary. The Secretary shall keep, or
---------
cause to be kept, a book of minutes at the principal office of
the Corporation or such other place as the Board of Directors may
order, of all meetings of the Board of Directors and any
committee thereof and of the Stockholders, with the time and
place of holding, whether regular or special, and, if special,
how authorized, the notice thereof given, the names of those
present at Board of Directors' and committee meetings, the number
of shares present or represented at Stockholders' meetings and
the proceedings thereof.

The Secretary shall keep, or cause to be kept, at the
principal office of the Corporation and at the office of the
Corporation is transfer agent, if a transfer agent shall
be appointed, a stock ledger, or a duplicate stock ledger,
showing the names of the Stockholders and their addresses; the
number and classes of shares held by each; the number and
date of certificates issued for the same, and the number and
date of cancellation of every certificate surrendered for
cancellation.

The Secretary shall give, or cause to be given, notice of
all the meetings of the Stockholders and of the Board of
Directors required by the By-laws or by law to be given, and he
shall keep the seal of the Corporation in safe custody, and shall
have such powers and duties as generally pertain to his office as
well as such powers and duties as may be prescribed by the Board
of Directors, the Chief Executive Officer or the By-laws.

SECTION 13. Treasurer. The Treasurer shall keep or
---------
cause to be kept full and accurate records of all receipts and
disbursements in the books of the Corporation and shall have the
care and custody of all funds and securities of the Corporation.

The Treasurer shall deposit all moneys and other valuables
in the name and to the credit of the Corporation with such
depositaries as may be designated by the Board of Directors. He
shall disburse the funds of the Corporation as may be ordered by
the Board of Directors, shall render to the Chief Executive
Officer, the President and Directors, whenever they request it,
an account of all of his transactions as Treasurer and shall have
such powers and duties as generally pertain to his office as well
as such powers and duties as may be prescribed by the Board of
Directors, the Chief Executive Officer or the By-laws.

SECTION 14. Controller. The Controller shall be the
----------
principal accounting officer of the Corporation. He shall keep
or cause to be kept all books of accounts and accounting records
of the Corporation and shall keep and maintain, or cause to be
kept and maintained, adequate and correct accounts of the
properties and business transactions of the Corporation,
including accounts of its assets, liabilities, receipts,
disbursements, gains, losses, capital, surplus and shares. Any
surplus, including earned surplus, paid-in surplus and surplus
arising from a reduction of stated capital, shall be classified
according to source and shown in a separate account. The books
of account shall at all times be open to inspection by any
Director. He shall prepare or cause to be prepared appropriate
financial statements for the Corporation and shall have such
other powers and perform such other duties as may be prescribed
by the Board of Directors, the Chief Executive Officer or the
By-laws.

Notwithstanding the foregoing paragraph of this Section 14,
in the event that the Corporation shall not have a Controller and
shall have two officers who together perform the duties of a
Controller, then the duties of a Controller specified in the
foregoing paragraph shall be allocated among such two officers by
the Chief Executive Officer or the Chief Operating Officer of the
Corporation. The officer to whom is allocated the responsibility
of reporting financial information for external purposes shall be
deemed to be the principal accounting officer of the Corporation
for the purpose of signing documents to be filed with the
Securities and Exchange Commission and for similar purposes.
Such officers shall have such other powers and perform such other
duties as may be prescribed by the Board of Directors, the Chief
Executive Officer, the Chief Operating Officer, or the By-laws.

SECTION 15. Chief Administrative Officer. Subject to
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such supervisory powers, if any, as may be given by the Board of
Directors to the Chairman of the Board or the Vice Chairman of
the Board or the Chief Executive Officer, if there be such
Officers, the Chief Administrative Officer shall have such powers
and perform such duties as from time to time may be prescribed by
the Board of Directors, the Chief Executive Officer, or the By-Laws.


Article VI - MISCELLANEOUS

SECTION 1. Record Dates. The Board of Directors may
------------
fix in advance a date as a record date for the determination of
the Stockholders entitled to notice of and to vote at any meeting
of Stockholders, or entitled to receive payment of any dividend,
or the allotment of rights, or the date when any change or
conversion or exchange of capital stock shall go into effect, or
the date for any other lawful action, and in such case such
Stockholders, and only such Stockholders as shall be Stockholders
of record on the date so fixed, shall be entitled to such notice
of, and to vote at, such meeting and any adjournment thereof,
or to receive payment of such dividend, or to receive such allotment
of rights, or to exercise such rights, or to take such other action,
as the case may be, notwithstanding any transfer of any stock on
the books of the Corporation after any such record date fixed as aforesaid.

SECTION 2. Waiver of Notice of Meetings of Stockholders,
-------------------------------------------
Directors and Committees. Whenever notice is required to be
- ------------------------
given by law or under any provision of the Certificate of
Incorporation or these By-laws, a written waiver thereof, signed
by the person entitled to notice, whether before or after the
time stated therein, shall be deemed equivalent to notice.

SECTION 3. Certificates of Stock. A certificate for
---------------------
shares of the capital stock of the Corporation shall be issued to
each Stockholder when any such shares are fully paid up. All
such certificates shall be signed by or in the name of the
Corporation by the Chief Executive Officer or the President or a
Vice President and the Secretary or an Assistant Secretary. Any
or all of the signatures on the certificates may be a facsimile.
In case any Officer who has signed or whose facsimile signature
has been placed upon a certificate shall have ceased to be such
Officer before such certificate is issued, it may be issued by
the Corporation with the same effect as if such person were such
Officer at the date of issue.

SECTION 4. Inspection of Stock Ledger. The Secretary
--------------------------
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 upon to the examination of any Stockholder, for any
purpose germane to the meeting, during ordinary business hours,
for a period of at least ten (10) days prior to the meeting,
either at a place within the city where the meeting is to be
held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting
is to be held. The list shall also be produced and kept at the
time and place of the meeting during the whole time thereof, and
may be inspected by any Stockholder who is present.

SECTION 5. Indemnification. The Corporation shall
---------------
indemnify to the full extent authorized by law, whether by
statute, court decision or otherwise, and to the extent permitted
by the Certificate of Incorporation, any person made or
threatened to be made a party to any action, suit or proceeding,
whether civil, criminal, administrative or investigative,
by reason of the fact that such person or such person's testator
or intestate is or was a Director, Officer or employee of the
Corporation or serves or served at the request of the Corporation
any other enterprise as a director, officer or employee.

Subject to the Certificate of Incorporation, expenses
incurred by a Director or Officer of the Corporation in defending
a civil or criminal action, suit or proceeding shall be paid by
the Corporation in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking by or
on behalf of such Director or Officer to repay such amount if it
shall ultimately be determined that he is not entitled to be
indemnified by the Corporation. Such expenses incurred by other
employees may be so paid upon such terms and conditions, if any,
as the Board of Directors deems appropriate.

For purposes of this Section 5, the term "Corporation" shall
include, in addition to the resulting corporation, any
constituent corporation (including any constituent of a
constituent) absorbed by the Corporation in a consolidation or
merger; the term "other enterprise" shall include any
corporation, partnership, joint venture, trust or employee
benefit plan; service "at the request of the Corporation" shall
include service as a Director, Officer or employee of the
Corporation which imposes duties on, or involves service by, such
Director, Officer or employee with respect to an employee benefit
plan, its participants or beneficiaries; any excise taxes
assessed on a person with respect to an employee benefit plan
shall be deemed to be indemnifiable expenses; and action by a
person with respect to any employee benefit plan which such
person reasonably believes to be in the interest of the
participants and beneficiaries of such plan shall be deemed to be
action not opposed to the best interests of the Corporation.

Article VII - AMENDMENTS

SECTION 1. Adoption, Amendment or Repeal of By-laws.
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By-laws may be made, adopted, altered or repealed by the vote of
Stockholders entitled to exercise a majority of the voting power
of the Corporation. Subject to the right of Stockholders to
make, adopt, amend or repeal By-laws, By-laws may be made,
adopted, altered or repealed, at any time, by the Board of
Directors.