1
                                                                     Exhibit 3.6
                           AMENDED AND RESTATED BYLAWS
                                       OF
                            PSF GROUP HOLDINGS, INC.

                             A Delaware corporation


                                    ARTICLE 1
                                  STOCKHOLDERS

         1.1 Place of Meetings. Every meeting of Stockholders shall be held at
the office of the Corporation or at such other place within or without the State
of Delaware as shall be specified or fixed in the notice of such meeting or in
the waiver of notice thereof.

         1.2 Annual Meeting. A meeting of Stockholders shall be held annually
for the election of Directors and the transaction of other business at such hour
and on such Business Day as may be determined by the Board and designated in the
notice of meeting.

         1.3 Deferred Meeting for Election of Directors, Etc. If the annual
meeting of Stockholders for the election of Directors and the transaction of
other business is not held, the Board shall call a meeting of Stockholders for
the election of Directors and the transaction of other business as soon
thereafter as convenient.

         1.4 Other Special Meetings. A special meeting of Stockholders (other
than a special meeting for the election of Directors), unless otherwise
prescribed by statute, may be called at any time by the Board, the Chairman, the
Chief Executive Officer or the Secretary, or by the holders of a majority of all
outstanding Shares entitled to vote at such meeting. At any special meeting of
Stockholders only such business may be transacted as is related to the purpose
or purposes of such meeting set forth in the notice thereof given pursuant to
Section 1.6 hereof or in any waiver of notice thereof given pursuant to Section
1.7 hereof.


         1.5 Fixing Record Date. For the purpose of (a) determining the
Stockholders entitled (i) to notice of or to vote at any meeting of Stockholders
or any adjournment thereof, (ii) unless otherwise provided in the Certificate of
Incorporation, to express consent to corporate action in writing without a
meeting or (iii) 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 (b) any other lawful action, the
Board may fix a record date, which record date shall not precede the date upon
which the resolution fixing the record date was adopted by the Board and which
record date shall not be (x) in the case of clause (a)(i) above, more than sixty
nor less than ten days before the date of such meeting, (y) in the case of
clause (a)(ii) above, more than 10 days after the date upon which the resolution
fixing the record date was adopted by the Board and (z) in the case of clause
(a)(iii) or (b) above, more than sixty days prior to such action. If no such
record date is fixed:
   2

                  1.5.1 the record date for determining 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;

                  1.5.2 the record date for determining Stockholders entitled to
express consent to corporate action in writing without a meeting (unless
otherwise provided in the Certificate of Incorporation), when no prior action by
the Board is required under the General Corporation Law, shall be the first day
on which a signed written consent setting forth the action taken or proposed to
be taken is 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 proceedings of meetings
of Stockholders are recorded; and when prior action by the Board is required
under the General Corporation Law, the record date for determining Stockholders
entitled to consent to corporate action in writing without a meeting shall be at
the close of business on the date on which the Board adopts the resolution
taking such prior action; and

                  1.5.3 the record date for determining Stockholders for any
purpose other than those specified in Sections 1.5.1 and 1.5.2 shall be at the
close of business on the day on which the Board adopts the resolution relating
thereto.

         When a determination of Stockholders entitled to notice of or to vote
at any meeting of Stockholders has been made as provided in this Section 1.5,
such determination shall apply to any adjournment thereof unless the Board fixes
a new record date for the adjourned meeting. Delivery made to the Corporation's
registered office in accordance with Section 1.5.2 shall be by hand or by
certified or registered mail, return receipt requested.



         1.6 Notice of Meetings of Stockholders. Except as otherwise provided in
Sections 1.5 and 1.7 hereof, whenever under the provisions of any statute, the
Certificate of Incorporation or these By-laws, Stockholders are required or
permitted to take any action at a meeting, written notice shall be given stating
the place, date and hour of the meeting and, in the case of a special meeting,
the purpose or purposes for which the meeting is called. Unless otherwise
provided by any statute, the Certificate of Incorporation or these By-laws, a
copy of the notice of any meeting shall be given, personally or by mail, not
less than ten nor more than sixty days before the date of the meeting, to each
Stockholder entitled to notice of or to vote at such meeting. If mailed, such
notice shall be deemed to be given when deposited in the United States mail,
with postage prepaid, directed to the Stockholder at his or her address as it
appears on the records of the Corporation. An affidavit of the Secretary or an
Assistant Secretary or of the transfer agent of the Corporation that the notice
required by this Section 1.6 has been given shall, in the absence of fraud, be
prima facie evidence of the facts stated therein. When a meeting is adjourned to
another time or place, notice need not be given of the adjourned meeting if the
time and place thereof are announced at the meeting at which the adjournment is
taken, and at the adjourned meeting any business may be transacted that might
have been transacted at the meeting originally called. If, however, the
adjournment is for more than thirty days, or if after the adjournment a new
record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each Stockholder of record entitled to vote at the
meeting.
                                       2
   3

         1.7 Waivers of Notice. Whenever the giving of any notice is required by
statute, the Certificate of Incorporation or these By-laws, a waiver thereof, in
writing, signed by the Stockholder or Stockholders entitled to said notice,
whether before or after the event as to which such notice is required, shall be
deemed equivalent to notice. Attendance by a Stockholder at a meeting shall
constitute a waiver of notice of such meeting except when the Stockholder
attends a meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business on the ground that the meeting has
not been lawfully called or convened. Neither the business to be transacted at,
nor the purpose of, any regular or special meeting of the Stockholders need be
specified in any written waiver of notice unless so required by statute, the
Certificate of Incorporation or these By-laws.

         1.8 List of Stockholders. The Secretary shall prepare and make, or
cause to be prepared and made, at least ten business 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, the Stockholder's
agent, or attorney, at the Stockholder's expense, for any purpose germane to the
meeting, during ordinary business hours, for a period of at least ten business
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. The
Corporation shall maintain the Stockholder list in written form or in another
form capable of conversion into written form within a reasonable time. Upon the
willful neglect or refusal of the Directors to produce such a list at any
meeting for the election of Directors, they shall be ineligible for election to
any office at such meeting. The stock ledger shall be the only evidence as to
who are the Stockholders entitled to examine the stock ledger, the list of
Stockholders or the books of the Corporation, or to vote in person or by proxy
at any meeting of Stockholders.

         1.9 Quorum of Stockholders; Adjournment. Except as otherwise provided
by any statute, the Certificate of Incorporation or these By-laws, the holders
of a majority of all outstanding Shares of stock entitled to vote at any meeting
of Stockholders, present in person or represented by proxy, shall constitute a
quorum for the transaction of any business at such meeting. When a quorum is
once present to organize a meeting of Stockholders, it is not broken by the
subsequent withdrawal of any Stockholders. The holders of a majority of the
Shares present in person or represented by proxy at any meeting of Stockholders,
including an adjourned meeting, whether or not a quorum is present, may adjourn
such meeting to another time and place. Shares of its own stock belonging to the
Corporation or to another corporation, if a majority of the Shares entitled to
vote in the election of directors of such other corporation is held, directly or
indirectly, by the Corporation, shall neither be entitled to vote nor be counted
for quorum purposes; provided, however, that the foregoing shall not limit the
right of the Corporation to vote stock, including but not limited to its own
stock, held by it in a fiduciary capacity.

                                       3
   4

         1.10 Voting; Proxies. Unless otherwise provided in the Certificate of
Incorporation, and except as otherwise provided in Section 2.3 for the election
of Directors, every Stockholder of record shall be entitled at every meeting of
Stockholders to one vote for each full share and a fractional vote for each
fractional share standing in his/her name on the record of Stockholders
determined in accordance with Section 1.5 hereof. If the Certificate of
Incorporation provides for more or less than one vote for any Share on any
matter, each reference in the By-laws or the General Corporation Law to a
majority or other proportion of Shares shall refer to such majority or other
proportion of the votes of such Shares. The provisions of Sections 212 and 217
of the General Corporation Law shall apply in determining whether any Shares may
be voted and the persons, if any, entitled to vote such Shares; but the
Corporation shall be protected in assuming that the persons in whose names
Shares stand on the stock ledger of the Corporation are entitled to vote such
Shares. Holders of redeemable Shares are not entitled to vote after the notice
of redemption is mailed to such holders and a sum sufficient to redeem the
Shares has been deposited with a bank, trust company, or other financial
institution under an irrevocable obligation to pay the holders the redemption
price on surrender of the shares of stock. At any meeting of Stockholders (at
which a quorum was present to organize the meeting), all matters, except as
otherwise provided by statute or by the Certificate of Incorporation or by these
By-laws, shall be decided by a majority of all the votes cast at such meeting by
the holders of Shares present in person or represented by proxy and entitled to
vote thereon, whether or not a quorum is present when the vote is taken.
Elections of Directors need not be by written ballot unless otherwise provided
in the Certificate of Incorporation. In voting on any other question on which a
vote by ballot is required by law or is demanded by any Stockholder entitled to
vote, the voting shall be by ballot. Each ballot shall be signed by the
Stockholder voting or the Stockholder's proxy and shall state the number of
shares voted. On all other questions, the voting may be viva voce. Each
Stockholder entitled to vote at a meeting of Stockholders or to express consent
or dissent to corporate action in writing without a meeting may authorize
another person or persons to act for such Stockholder by proxy. The validity and
enforceability of any proxy shall be determined in accordance with Section 212
of the General Corporation Law. A Stockholder may revoke any proxy that is not
irrevocable by attending the meeting and voting in person or by filing an
instrument in writing revoking the proxy or by delivering a proxy in accordance
with applicable law bearing a later date to the Secretary.




         1.11 Voting Procedures and Inspectors of Election at Meetings of
Stockholders. The Board, in advance of any meeting of Stockholders, may appoint
one or more inspectors to act at the meeting and make a written report thereof.
The Board may designate one or more persons as alternate inspectors to replace
any inspector who fails to act. If no inspector or alternate has been appointed
or is able to act at a meeting, the person presiding at the meeting may appoint,
and on the request of any Stockholder entitled to vote thereat 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 (a) ascertain the number of
Shares outstanding and the voting power of each, (b) determine the Shares
represented at the meeting and the validity of proxies and ballots, (c) count
all votes and

                                       4
   5
ballots, (d) determine and retain for a reasonable period a record of the
disposition of any challenges made to any determination by the inspectors, and
(e) 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 or entities to assist the inspectors in the performance of
their duties. Unless otherwise provided by the Board, 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 determined by the person presiding at the
meeting and shall be announced at the meeting. No ballot, proxies or votes, or
any revocation thereof or change thereto, shall be accepted by the inspectors
after the closing of the polls unless the Court of Chancery of the State of
Delaware upon application by a Stockholder shall determine otherwise.



         1.12 Organization. At each meeting of Stockholders, the Chairman, or in
the absence of the Chairman, the Chief Executive Officer, or in the absence of
the Chief Executive Officer, the President, or in the absence of the President,
a Vice President, and in case more than one Vice President shall be present,
that Vice President designated by the Board (or in the absence of any such
designation, the most senior Vice President, based on age, present), shall act
as chairman of the meeting. The Secretary, or in his or her absence, one of the
Assistant Secretaries, shall act as Secretary of the meeting. In case none of
the officers above designated to act as chairman or secretary of the meeting,
respectively, shall be present, a chairman or a secretary of the meeting, as the
case may be, shall be chosen by a majority of the votes cast at such meeting by
the holders of Shares present in person or represented by proxy and entitled to
vote at the meeting.

         1.13 Order of Business. The order of business at all meetings of
Stockholders shall be as determined by the chairman of the meeting, but the
order of business to be followed at any meeting at which a quorum is present may
be changed by a majority of the votes cast at such meeting by the holders of
Shares present in person or represented by proxy and entitled to vote at the
meeting.

         1.14 Written Consent of Stockholders Without a Meeting. Unless
otherwise provided in the Certificate of Incorporation, any action required by
the General Corporation Law 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 Shares 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 (by hand or by certified or registered mail, return
receipt requested) 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 proceedings of meetings
of Stockholders are recorded. Every written consent shall bear the date of
signature of each Stockholder who signs the consent and no written consent shall
be effective to take the corporate action referred to therein unless, within 60
days of the earliest dated consent delivered in the manner required by this
Section 1.14, written consents signed by a sufficient number of holders to take
action are delivered to the Corporation as aforesaid. Prompt notice of the
taking of the corporate action without a meeting by less than unanimous written
consent shall be given to those Stockholders who have not consented in writing.

                                       5
   6

                                    ARTICLE 2
                                    DIRECTORS

         2.1 General Powers. Except as otherwise provided in the Certificate of
Incorporation, the business and affairs of the Corporation shall be managed by
or under the direction of the Board. The Board may adopt such rules and
regulations, not inconsistent with the Certificate of Incorporation or these
By-laws or applicable laws, as it may deem proper for the conduct of its
meetings and the management of the Corporation. In addition to the powers
expressly conferred by these By-laws, the Board may exercise all powers and
perform all acts that are not required, by these By-laws or the Certificate of
Incorporation or by statute, to be exercised and performed by the Stockholders.

         2.2 Number; Qualification; Term of Office. The Board shall consist of
nine members, of which four members shall be Class A Directors (the "Class A
Directors") and five members shall be Class B Directors (the "Class B
Directors"). Directors need not be Stockholders. Each Director shall hold office
until a successor is elected and qualified, or until the Director's death,
resignation or removal

         2.3      Election and Removal.

                  2.3.1 There shall be four Class A Directors. Such Class A
Directors shall be elected by a plurality of the votes cast by the holders of
the issued and outstanding shares of Class A Common Stock, and may be removed,
with or without cause, by the affirmative vote of the holders of a majority of
the issued and outstanding shares of Class A Common Stock.

                  2.3.2 There shall be five Class B Directors. Such Class B
Directors shall be elected by a plurality of the votes cast by the holders of
Class B Common Stock, and may be removed, with or without cause, by the
affirmative vote of the holders of a majority of the issued and outstanding
shares of Class B Common Stock.

         2.4 Vacancies. Unless otherwise provided in the Certificate of
Incorporation, vacancies occurring in the Board for any reason, including the
removal of Directors without cause, may be filled by the affirmative vote of a
majority of the remaining Directors of the same class as the Director to be
elected, or may be elected by the affirmative vote of a plurality of the holders
of the Shares entitled to vote in the election at a special meeting of
Stockholders called for that purpose. A Director elected to fill a vacancy shall
be elected to hold office until a successor is elected and qualified, or until
the Director's death, resignation or removal.

         2.5 Resignation. Any Director may resign at any time by written notice
to the Corporation. Such resignation shall take effect at the time therein
specified, and, unless otherwise specified in such resignation, the acceptance
of such resignation shall not be necessary to make it effective.

                                       6
   7

         2.6 Compensation. Each Director, in consideration of his or her service
as such, shall be entitled to receive from the Corporation such amount per annum
or such fees for attendance at Directors' meetings, or both, as the Board may
from time to time determine, together with reimbursement for the reasonable
out-of-pocket expenses, if any, incurred by such Director in connection with the
performance of his or her duties. Each Director who shall serve as a member of
any committee of Directors in consideration of serving as such shall be entitled
to such additional amount per annum or such fees for attendance at committee
meetings, or both, as the Board may from time to time determine, together with
reimbursement for the reasonable out-of-pocket expenses, if any, incurred by
such Director in the performance of his or her duties. Nothing contained in this
Section 2.6 shall preclude any Director from serving the Corporation or its
subsidiaries in any other capacity and receiving proper compensation therefor.

         2.7 Times and Places of Meetings. The Board may hold meetings, both
regular and special, either within or without the State of Delaware. The times
and places for holding meetings of the Board may be fixed from time to time by
resolution of the Board or (unless contrary to a resolution of the Board) in the
notice of the meeting.


         2.8 Annual Meetings. On the day when and at the place where the annual
meeting of Stockholders for the election of Directors is held, and as soon as
practicable thereafter, the Board may hold its annual meeting, without notice of
such meeting, for the purpose of organization, the election of officers and the
transaction of other business. The annual meeting of the Board may be held at
any other time and place specified in a notice given as provided in Section 2.10
hereof for special meetings of the Board or in a waiver of notice thereof.

         2.9 Regular Meetings. Regular meetings of the Board may be held without
notice at such times and at such places as shall from time to time be determined
by the Board.

         2.10 Special Meetings. Special meetings of the Board may be called by
the Chairman, the Chief Executive Officer or the Secretary or by any two or more
Directors then serving on at least one day's notice to each Director given by
one of the means specified in Section 2.13 hereof other than by mail, or on at
least three days' notice if given by mail. Special meetings shall be called by
the Chairman, the Chief Executive Officer or the Secretary in like manner and on
like notice on the written request of any two or more of the Directors then
serving.

         2.11 Telephone Meetings. Directors or members of any committee
designated by the Board may participate in a meeting of the Board or of such
committee by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and participation in a meeting pursuant to this Section 2.11 shall constitute
presence in person at such meeting.

         2.12 Adjourned Meetings. A majority of the Directors present at any
meeting of the Board, including an adjourned meeting, whether or not a quorum is
present, may adjourn such meeting to another time and place. At least one day's
notice of any adjourned meeting of the Board shall be given to each Director,
whether or not present at the time of the adjournment, if such notice

                                       7
   8
shall be given by one of the means specified in Section 2.13 hereof other than
by mail, or at least three days' notice if by mail. Any business may be
transacted at an adjourned meeting that might have been transacted at the
meeting as originally called.

         2.13 Notice Procedure. Subject to Sections 2.10 and 2.16 hereof,
whenever, under the provisions of any statute, the Certificate of Incorporation
or these By-laws, notice is required to be given to any Director, such notice
shall be deemed given effectively if given in person or by telephone, by mail
addressed to such Director at such Director's address as it appears on the
records of the Corporation, with postage thereon prepaid, or by telegram, telex,
telecopy or similar means addressed as aforesaid.

         2.14 Waiver of Notice. Whenever the giving of any notice is required by
statute, the Certificate of Incorporation or these By-laws, a waiver thereof, in
writing, signed by the person or persons entitled to said notice and delivered
to the Corporation for inclusion in the minutes or filing with the corporate
records, whether before or after the event as to which such notice is required,
shall be deemed equivalent to notice. Attendance by 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 on the ground that the meeting has not been
lawfully called or convened. Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the Directors or a committee of
Directors need be specified in any written waiver of notice unless so required
by statute, the Certificate of Incorporation or these By-laws.

         2.15 Organization. At each meeting of the Board, the Chairman, or in
the absence of the Chairman, the Chief Executive Officer, or in the absence of
the Chief Executive Officer, a chairman chosen by a majority of the Directors
present, shall preside. The Secretary shall act as secretary at each meeting of
the Board. In case the Secretary shall be absent from any meeting of the Board,
an Assistant Secretary shall perform the duties of secretary at such meeting;
and in the absence from any such meeting of the Secretary and all Assistant
Secretaries, the person presiding at the meeting may appoint any person to act
as secretary of the meeting.

         2.16 Quorum of Directors. The presence, in person or by telephone, of a
majority of the entire Board shall be necessary and sufficient to constitute a
quorum for the transaction of business at any meeting of the Board, but a
majority of a smaller number may adjourn any such meeting to a later date.

         2.17 Action by Majority Vote. Except as otherwise expressly required by
statute, the Certificate of Incorporation or these By-laws, the act of a
majority of the Directors present at a meeting at which a quorum is present
shall be the act of the Board.


         2.18 Supermajority Actions. Notwithstanding that no vote may be
required or that a lesser percentage vote may be specified by statute, the
Certificate of Incorporation or these By-Laws, the Corporation shall not take
any Supermajority Action, in a single transaction or a series of related

                                       8
   9
transactions, without the approval of a majority of the Board then in office,
including at least one Class A Director and at least one Class B Director
(herein, a "Supermajority Vote").

         2.19 Action Without Meeting. Unless otherwise restricted by the
Certificate of Incorporation or these By-laws, any action required or permitted
to be taken at any meeting of the Board or of any committee thereof may be taken
without a meeting if all Directors or members of such committee, as the case may
be, consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the Board or committee.

                                    ARTICLE 3
                             COMMITTEES OF THE BOARD

         3.1 Appointment. The Board may, by resolution passed by a vote of a
majority of the Entire Board, designate one or more committees, each committee
to consist of two or more of the Directors of the Corporation.

         3.2 Voting Procedure. If a member of a committee shall be absent from
any meeting, or disqualified from voting thereat, the remaining member or
members present and not disqualified from voting, whether or not such member or
members constitute a quorum, may, by a unanimous vote, appoint another member of
the Board to act at the meeting in the place of any such absent or disqualified
member.

         3.3 Actions; Supermajority Actions. Any such committee, to the extent
authorized by law and provided in the resolution of the Board passed as provided
in Section 3.1 hereof, shall have and may exercise all the powers and authority
of the Board in the management of the business and affairs of the Corporation,
and may authorize the seal of the Corporation to be impressed on all papers that
may require it, but no such committee shall have the power or authority of the
Board in reference to amending the Certificate of Incorporation or the By-laws
of the Corporation, adopting an agreement of merger or consolidation under
section 251 or section 252 of the General Corporation Law, recommending to the
Stockholders (a) the sale, lease or exchange of all or substantially all of the
Corporation's property and assets, or (b) a dissolution of the Corporation or a
revocation of a dissolution; and, unless the resolution designating it expressly
so provides, no such committee shall have the power and authority to declare a
dividend, to authorize the issuance of stock, or to adopt a certificate of
ownership and merger pursuant to Section 253 of the General Corporation Law or
to act on or to take any Supermajority Action. If the Board does authorize a
committee to act on or to take any Supermajority Action, approval of such
Supermajority Action shall require (a) the affirmative vote of a majority of
such committee, including the affirmative vote of at least one Class A Director
and at least one Class B Director or (b) the affirmative vote of a majority of
the Class A Stockholders and the affirmative vote of a majority of the Class B
Stockholders.

         3.4 Quorum. Unless otherwise specified in the resolution of the Board
designating a committee or in these By-laws, at all meetings of such committee a
majority of the total number of members of the committee shall constitute a
quorum for the transaction of business, and the vote of

                                       9
   10
a majority of the members of the committee present at any meeting at which there
is a quorum shall be the act of the committee.

         3.5 Procedures. Each committee shall keep regular minutes of its
meetings. Unless the Board otherwise provides, each committee designated by the
Board may make, alter and repeal rules for the conduct of its business. In the
absence of such rules each committee shall conduct its business in the same
manner as the Board conducts its business pursuant to Article 2 of these
By-laws.

                                    ARTICLE 4
                                    OFFICERS

         4.1 Positions. The officers of the Corporation shall be a Chief
Executive Officer, a President, a Secretary, a Treasurer and such other officers
as the Board may appoint, including a Chairman, one or more Vice Presidents and
one or more Assistant Secretaries and Assistant Treasurers, who shall exercise
such powers and perform such duties as shall be determined from time to time by
the Board. The Board may designate one or more Vice Presidents as Executive Vice
Presidents and may use descriptive words or phrases to designate the standing,
seniority or areas of special competence of the Vice Presidents elected or
appointed by it. Any number of offices may be held by the same person unless the
Certificate of Incorporation or these By-laws otherwise provide.


         4.2 Appointment. The officers of the Corporation shall be chosen by the
Board at its annual meeting or at such other time or times as the Board shall
determine.

         4.3 Compensation. The compensation of all officers of the Corporation
shall be fixed by the Board. No officer shall be prevented from receiving a
salary or other compensation by reason of the fact that the officer also is a
Director.

         4.4 Term of Office. Each officer of the Corporation shall hold office
for the term for which he or she is elected and until such officer's successor
is chosen and qualifies or until such officer's earlier death, resignation or
removal. Any officer may resign at any time upon written notice to the
Corporation. Such resignation shall take effect at the date of receipt of such
notice or at such later time as is therein specified, and, unless otherwise
specified, the acceptance of such resignation shall not be necessary to make it
effective. The resignation of an officer shall be without prejudice to the
contract rights of the Corporation, if any. Any officer elected or appointed by
the Board may be removed at any time, with or without cause, by vote of a
majority of the entire Board. Any vacancy occurring in any office of the
Corporation shall be filled by the Board. The removal of an officer without
cause shall be without prejudice to the officer's contract rights, if any. The
election or appointment of an officer shall not of itself create contract
rights.

         4.5 Fidelity Bonds. The Corporation may secure the fidelity of any or
all of its officers or agents by bond or otherwise.

                                       10
   11
         4.6 Chairman. The Chairman of the Corporation, if one shall have been
appointed, shall preside at all meetings of the Stockholders and at all meetings
of the Board. The Chairman shall have general supervision over the business of
the Corporation, subject to the control of the Board and of any duly authorized
committee of Directors, and shall exercise such powers and perform such other
duties as shall be determined from time to time by the Board. The Chairman may
sign and execute in the name of the Corporation deeds, mortgages, bonds,
contracts and other instruments except in cases in which the signing and
execution thereof shall be expressly delegated by the Board or by these By-laws
to some other officer or agent of the Corporation or shall be required by
statute otherwise to be signed or executed and, in general, the Chairman shall
perform all duties incident to the office of the Chairman.

         4.7 Chief Executive Officer. The Chief Executive Officer of the
Corporation shall have general supervision over the business of the Corporation,
subject, however, to the control of the Board and any duly authorized committee
of Directors. The Chief Executive Officer shall preside at all meetings of the
Stockholders and at all meetings of the Board at which the Chairman (if there be
one) is not present. The Chief Executive Officer may sign and execute in the
name of the Corporation deeds, mortgages, bonds, contracts and other instruments
except in cases in which the signing and execution thereof shall be expressly
delegated by the Board or by these By-laws to some other officer or agent of the
Corporation or shall be required by statute otherwise to be signed or executed
and, in general, the Chief Executive Officer shall perform all duties incident
to the office of Chief Executive Officer of a corporation and such other duties
as may from time to time be assigned to the Chief Executive Officer by the
Board.

         4.8 President. At the request of the Chairman or at the request of the
Board, the President shall perform all duties of the President and, in so
performing, shall have the power of, and be subject to all restrictions upon,
the President. The President may sign and execute in the name of the Corporation
deeds, mortgages, bonds, contracts or other instruments, except in cases in
which the signing and execution thereof shall be expressly delegated by the
Board or by these By-laws to some other officer or agent of the Corporation, or
shall be required by statute otherwise to be signed or executed, and, in
general, the President shall perform all duties as from time to time may be
assigned to the President by the Board or the Chief Executive Officer.

         4.9 Vice Presidents. At the request of the President, or, in the
President's absence, at the request of the Board, the Vice Presidents shall (in
such order as may be designated by the Board, or, in the absence of any such
designation, in order of seniority based on age) perform all of the duties of
the President and, in so performing, shall have all the powers of, and be
subject to all restrictions upon, the President. Any Vice President may sign and
execute in the name of the Corporation deeds, mortgages, bonds, contracts or
other instruments, except in cases in which the signing and execution thereof
shall be expressly delegated by the Board or by these By-laws to some other
officer or agent of the Corporation, or shall be required by statute otherwise
to be signed or executed, and each Vice President shall perform such other
duties as from time to time may be assigned to such Vice President by the Board,
the Chief Executive Officer or the President.


                                       11
   12

         4.10 Secretary. The Secretary shall attend all meetings of the Board
and of the Stockholders and shall record all the proceedings of the meetings of
the Board and of the Stockholders in a book to be kept for that purpose, and
shall perform like duties for committees of the Board, when required. The
Secretary shall give, or cause to be given, notice of all special meetings of
the Board and of the Stockholders and shall perform such other duties as may be
prescribed by the Board or the Chief Executive Officer, under whose supervision
the Secretary shall be. The Secretary shall have custody of the corporate seal
of the Corporation, and the Secretary, or an Assistant Secretary, shall have
authority to impress the same on any instrument requiring it, and when so
impressed the seal may be attested by the signature of the Secretary or by the
signature of such Assistant Secretary. The Board may give general authority to
any other officer to impress the seal of the Corporation and to attest the same
by such officer's signature. The Secretary or an Assistant Secretary may also
attest all instruments signed by the Chief Executive Officer, the President or
any Vice President. The Secretary shall have charge of all the books, records
and papers of the Corporation relating to its organization and management, shall
see that the reports, statements and other documents required by statute are
properly kept and filed and, in general, shall perform all duties incident to
the office of Secretary of a corporation and such other duties as may from time
to time be assigned to the Secretary by the Board or the Chief Executive
Officer.

         4.11 Treasurer. The Treasurer shall have charge and custody of, and be
responsible for, all funds, securities and notes of the Corporation; receive and
give receipts for moneys due and payable to the Corporation from any sources
whatsoever; deposit all such moneys and valuable effects in the name and to the
credit of the Corporation in such depositories as may be designated by the
Board; against proper vouchers, cause such funds to be disbursed by checks or
drafts on the authorized depositories of the Corporation signed in such manner
as shall be determined by the Board and be responsible for the accuracy of the
amounts of all moneys so disbursed; regularly enter or cause to be entered in
books or other records maintained for the purpose full and adequate account of
all moneys received or paid for the account of the Corporation; have the right
to require from time to time reports or statements giving such information as
the Treasurer may desire with respect to any and all financial transactions of
the Corporation from the officers or agents transacting the same; render to the
Chief Executive Officer or the Board, whenever the Chief Executive Officer or
the Board shall require the Treasurer so to do, an account of the financial
condition of the Corporation and of all financial transactions of the
Corporation; exhibit at all reasonable times the records and books of account to
any of the Directors upon application at the office of the Corporation where
such records and books are kept; disburse the funds of the Corporation as
ordered by the Board; and, in general, perform all duties incident to the office
of Treasurer of a corporation and such other duties as may from time to time be
assigned to the Treasurer by the Board or the Chief Executive Officer.

         4.12 Assistant Secretaries and Assistant Treasurers. Assistant
Secretaries and Assistant Treasurers shall perform such duties as shall be
assigned to them by the Secretary or by the Treasurer, respectively, or by the
Board or the Chief Executive Officer.

                                       12
   13

                                    ARTICLE 5
                 CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

         5.1 Execution of Contracts. The Board, except as otherwise provided in
these By-laws, may prospectively or retroactively authorize any officer or
officers, employee or employees or agent or agents, in the name and on behalf of
the Corporation, to enter into any contract or execute and deliver any
instrument, and any such authority may be general or confined to specific
instances, or otherwise limited.

         5.2 Loans. The Board may prospectively or retroactively authorize the
Chief Executive Officer or any other officer, employee or agent of the
Corporation to 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 the person so authorized may make,
execute and deliver promissory notes, bonds or other certificates or evidences
of indebtedness of the Corporation, and, when authorized by the Board so to do,
may pledge and hypothecate or transfer any securities or other property of the
Corporation as security for any such loans or advances. Such authority conferred
by the Board may be general or confined to specific instances, or otherwise
limited.

         5.3 Checks, Drafts, Etc. All checks, drafts and other orders for the
payment of money out of the funds of the Corporation and all 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 resolution of the Board.

         5.4 Deposits. The funds of the Corporation not otherwise employed shall
be deposited from time to time to the order of the Corporation with such banks,
trust companies, investment banking firms, financial institutions or other
depositories as the Board may select or as may be selected by an officer,
employee or agent of the Corporation to whom such power to select may from time
to time be delegated by the Board.

                                    ARTICLE 6
                               STOCK AND DIVIDENDS

         6.1 Certificates Representing Shares. The Shares of the Corporation
shall be represented by certificates in such form (consistent with the
provisions of Section 158 of the General Corporation Law) as shall be approved
by the Board. Such certificates shall be signed by the Chairman, the Chief
Executive Officer, the President or a Vice President and by the Secretary or an
Assistant Secretary or the Treasurer or an Assistant Treasurer, and may be
impressed with the seal of the Corporation or a facsimile thereof. The
signatures of the officers upon a certificate may be facsimiles, if the
certificate is countersigned by a transfer agent or registrar other than the
corporation itself or its employee. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon any
certificate shall have ceased to be such officer, transfer agent or registrar
before such certificate is issued, such certificate may, unless otherwise
ordered by the

                                       13
   14
Board, be issued by the Corporation with the same effect as if such person were
such officer, transfer agent or registrar at the date of issue.

         6.2 Transfer of Shares. Transfers of Shares of the Corporation shall be
made only on the books of the Corporation by the holder thereof or by the
holder's duly authorized attorney appointed by a power of attorney duly executed
and filed with the Secretary or a transfer agent of the Corporation, and on
surrender of the certificate or certificates representing such Shares properly
endorsed for transfer and upon payment of all necessary transfer taxes. Every
certificate exchanged, returned or surrendered to the Corporation shall be
marked "Cancelled," with the date of cancellation, by the Secretary or an
Assistant Secretary or the transfer agentof the Corporation. A person in whose
name Shares shall stand on the books of the Corporation shall be deemed the
owner thereof to receive dividends, to vote as such owner and for all other
purposes as respects the Corporation. No transfer of Shares shall be valid as
against the Corporation, its Stockholders and creditors for any purpose, except
to render the transferee liable for the debts of the Corporation to the extent
provided by law, until such transfer shall have been entered on the books of the
Corporation by an entry showing from and to whom transferred.

         6.3 Transfer and Registry Agents. The Corporation may from time to time
maintain one or more transfer offices or agents and registry offices or agents
at such place or places as may be determined from time to time by the Board.

         6.4 Lost, Destroyed, Stolen and Mutilated Certificates. The holder of
any Shares of the Corporation shall immediately notify the Corporation of any
loss, destruction, theft or mutilation of the certificate representing such
Shares, and the Corporation may issue a new certificate to replace the
certificate alleged to have been lost, destroyed, stolen or mutilated. The Board
may, in its discretion, as a condition to the issue of any such new certificate,
require the owner of the lost, destroyed, stolen or mutilated certificate, or
his or her legal representatives, to make proof satisfactory to the Board of
such loss, destruction, theft or mutilation and to advertise such fact in such
manner as the Board may require, and to give the Corporation and its transfer
agents and registrars, or such of them as the Board may require, a bond in such
form, in such sums and with such surety or sureties as the Board may direct, to
indemnify the Corporation and its transfer agents and registrars against any
claim that may be made against any of them on account of the continued existence
of any such certificate so alleged to have been lost, destroyed, stolen or
mutilated and against any expense in connection with such claim.

         6.5 Rules and Regulations. The Board may make such rules and
regulations as it may deem expedient, not inconsistent with these By-laws or
with the Certificate of Incorporation, concerning the issue, transfer and
registration of certificates representing Shares.

         6.6 Restriction on Transfer of Stock. A written restriction on the
transfer or registration of transfer of Shares of the Corporation, if permitted
by Section 202 of the General Corporation Law and noted conspicuously on the
certificate representing such capital stock, may be enforced against the holder
of the restricted Shares or any successor or transferee of the holder, including
an executor, administrator, trustee, guardian or other fiduciary entrusted with
like responsibility for the person

                                       14
   15
or estate of the holder. Unless noted conspicuously on the certificate
representing such Shares, a restriction even though permitted by Section 202 of
the General Corporation Law shall be ineffective except against a person with
actual knowledge of the restriction. A restriction on the transfer of Shares of
the Corporation may be imposed either by the Certificate of Incorporation or by
an agreement among any number of Stockholders or among such Stockholders and the
Corporation. No restriction so imposed shall be binding with respect to Shares
issued prior to the adoption of the restriction unless the holders of such
Shares are parties to an agreement or voted in favor of the restriction.

         6.7 Dividends, Surplus, Etc. Subject to the provisions of the
Certificate of Incorporation and of law, the Board:

                  6.7.1 may declare and pay dividends on any class of Common
Stock or make other distributions on the outstanding Shares, so long as a per
share distribution of like kind and amount is concurrently declared and paid on
all other classes of Common Stock, in such amounts and at such time or times as
it, in its discretion, shall deem advisable giving due consideration to the
condition and affairs of the Corporation;

                  6.7.2 may not declare or pay a dividend on any class of Common
Stock which is payable in any other class of Common Stock;

                  6.7.3 may not declare or pay a dividend payable in Common
Stock, nor subdivide or combine any class of Common Stock if such dividend,
subdivision or combination results in a change in the proportion of issued and
outstanding shares of any class of Common Stock to the total number of shares of
Common Stock issued and outstanding;

                  6.7.4 may use and apply, in its discretion, any of the surplus
of the Corporation in purchasing or acquiring any Shares of the Corporation, or
purchase warrants therefor, in accordance with law, or any of its bonds,
debentures, notes, scrip or other securities or evidences of indebtedness; and

                  6.7.5 may set aside from time to time out of such surplus or
net profits such sum or sums as, in its discretion, it may think proper, as a
reserve fund to meet contingencies, or for equalizing dividends or for the
purpose of maintaining or increasing the property or business of the
Corporation, or for any purpose it may think conducive to the best interests of
the Corporation.



                                    ARTICLE 7
                                 INDEMNIFICATION



         7.1 Indemnity Undertaking. To the extent not prohibited by law, the
Corporation shall indemnify any person who is or was made, or threatened to be
made, a party to any threatened, pending or completed action, suit or proceeding
(a "Proceeding"), whether civil, criminal, administrative or investigative,
including, without limitation, an action by or in the right of the Corporation
to procure a judgment in its favor, by reason of the fact that such person, or a
person of

                                       15
   16
whom such person is the legal representative, is or was a Director or officer of
the Corporation, or, at the request of the Corporation, is or was serving as a
director or officer of any other corporation or in a capacity with comparable
authority or responsibilities for any partnership, joint venture, trust,
employee benefit plan or other enterprise (an "Other Entity"), against
judgments, fines, penalties, excise taxes, amounts paid in settlement and costs,
charges and expenses (including attorneys' fees and disbursements). Persons who
are not Directors or officers of the Corporation (or otherwise entitled to
indemnification pursuant to the preceding sentence) may be similarly indemnified
in respect of service to the Corporation or to an Other Entity at the request of
the Corporation to the extent the Board at any time specifies that such persons
are entitled to the benefits of this Article 7.




         7.2 Reimbursement. The Corporation shall, from time to time, reimburse
or advance to any Director or officer or other person entitled to
indemnification hereunder the funds necessary for payment of expenses, including
attorneys' fees and disbursements, incurred in connection with any Proceeding,
in advance of the final disposition of such Proceeding; provided, however, that,
if required by the General Corporation Law, such expenses incurred by or on
behalf of any Director or officer or other person may be paid in advance of the
final disposition of a Proceeding only upon receipt by the Corporation of an
undertaking, by or on behalf of such Director or officer (or other person
indemnified hereunder), to repay any such amount so advanced if it shall
ultimately be determined by final judicial decision from which there is no
further right of appeal that such Director, officer or other person is not
entitled to be indemnified for such expenses.

         7.3 Other Indemnification Rights. The rights to indemnification and
reimbursement or advancement of expenses provided by, or granted pursuant to,
this Article 7 shall not be deemed exclusive of any other rights to which a
person seeking indemnification or reimbursement or advancement of expenses may
have or hereafter be entitled under any statute, the Certificate of
Incorporation, these By-laws, any agreement, any vote of Stockholders or
disinterested Directors or otherwise, both as to action in his or her official
capacity and as to action in another capacity while holding such office.

         7.4 Continuation of Benefits. The rights to indemnification and
reimbursement or advancement of expenses provided by, or granted pursuant to,
this Article 7 shall continue as to a person who has ceased to be a Director or
officer (or other person indemnified hereunder) and shall inure to the benefit
of the executors, administrators, legatees and distributees of such person.

         7.5 Insurance. The Corporation shall have the power to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of an Other Entity,
against any liability asserted against such person and incurred by such person
in any such capacity, or arising out of such person's status as such, whether or
not the Corporation would have the power to indemnify such person against such
liability under the provisions of this Article 7, the Certificate of
Incorporation or under the General Corporation Law or any other provision of
law.

         7.6 Coverage. The provisions of this Article 7 shall be a contract
between the Corporation, on the one hand, and each Director and officer who
serves in such capacity at any time

                                       16
   17
while this Article 7 is in effect, any former director, officer or member of a
corporation or a limited liability company which was absorbed by the corporation
in a consolidation or merger and any other person entitled to indemnification
hereunder, on the other hand, pursuant to which the Corporation and each such
Director, officer or other person intend to be, and shall be legally bound. No
repeal or modification of this Article 7 shall affect any rights or obligations
with respect to any state of facts then or theretofore existing or thereafter
arising or any proceeding theretofore or thereafter brought or threatened based
in whole or in part upon any such state of facts.

         7.7 Enforcement. The rights to indemnification and reimbursement or
advancement of expenses provided by, or granted pursuant to, this Article 7
shall be enforceable by any person entitled to such indemnification or
reimbursement or advancement of expenses in any court of competent jurisdiction.
The burden of proving that such indemnification or reimbursement or advancement
of expenses is not appropriate shall be on the Corporation. Neither the failure
of the Corporation (including its Board of Directors, its independent legal
counsel and its Stockholders) to have made a determination prior to the
commencement of such action that such indemnification or reimbursement or
advancement of expenses is proper in the circumstances nor an actual
determination by the Corporation (including its Board of Directors, its
independent legal counsel and its Stockholders) that such person is not entitled
to such indemnification or reimbursement or advancement of expenses shall
constitute a defense to the action or create a presumption that such person is
not so entitled. Such a person shall also be indemnified for any expenses
incurred in connection with successfully establishing his or her right to such
indemnification or reimbursement or advancement of expenses, in whole or in
part, in any such proceeding.

         7.8 Service Deemed at Corporation's Request. Any Director or officer of
the Corporation serving in any capacity (a) another corporation of which a
majority of the shares entitled to vote in the election of its directors is
held, directly or indirectly, by the Corporation or (b) any employee benefit
plan of the Corporation or any corporation referred to in clause (a) shall be
deemed to be doing so at the request of the Corporation.

         7.9 Governing Law. Any person entitled to be indemnified or to
reimbursement or advancement of expenses as a matter of right pursuant to this
Article 7 may elect to have the right to indemnification or reimbursement or
advancement of expenses interpreted on the basis of the applicable law in effect
at the time of the occurrence of the event or events giving rise to the
applicable Proceeding, to the extent permitted by law, or on the basis of the
applicable law in effect at the time such indemnification or reimbursement or
advancement of expenses is sought. Such election shall be made by a notice in
writing to the Corporation at the time indemnification or reimbursement or
advancement of expenses is sought; provided, however, that if no such notice is
given, the right to indemnification or reimbursement or advancement of expenses
shall be determined by the law in effect at the time indemnification or
reimbursement or advancement of expenses is sought.

                                    ARTICLE 8
                                BOOKS AND RECORDS

                                       17
   18

         8.1 Books and Records. There shall be kept at the principal office of
the Corporation correct and complete records and books of account recording the
financial transactions of the Corporation and minutes of the proceedings of the
Stockholders, the Board and any committee of the Board. The Corporation shall
keep at its principal office, or at the office of the transfer agent or
registrar of the Corporation, a record containing the names and addresses of all
Stockholders, the number and class of Shares held by each and the dates when
they respectively became the owners of record thereof.

         8.2 Form of Records. Any records maintained by the Corporation in the
regular course of its business, including its stock ledger, books of account,
and minute books, may be kept on, or be in the form of magnetic tape, punch
cards, photographs, microphotographs, or any other information storage device,
provided that the records so kept can be converted into clearly legible written
form within a reasonable time. The Corporation shall so convert any records so
kept upon the request of any person entitled to inspect the same.

         8.3 Inspection of Books and Records. Except as otherwise provided by
law, the Board shall determine from time to time whether, and, if allowed, when
and under what conditions and regulations, the accounts, books, minutes and
other records of the Corporation, or any of them, shall be open to the
Stockholders for inspection.

                                    ARTICLE 9
                                      SEAL

         The corporate seal shall have inscribed thereon the name of the
Corporation, the year of its organization and the words "Corporate Seal,
Delaware." The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or otherwise reproduced.

                                   ARTICLE 10
                                   FISCAL YEAR

         The fiscal year of the Corporation shall be fixed, and may be changed,
by resolution of the Board.


                                   ARTICLE 11
                              PROXIES AND CONSENTS


                                       18
   19


         Unless otherwise directed by the Board, the Chairman, the Chief
Executive Officer, the President, any Vice President, the Secretary or the
Treasurer, or any one of them, may execute and deliver on behalf of the
Corporation proxies respecting any and all shares or other ownership interests
of any Other Entity owned by the Corporation appointing such person or persons
as the officer executing the same shall deem proper to represent and vote the
shares or other ownership interests so owned at any and all meetings of holders
of shares or other ownership interests, whether general or special, and/or to
execute and deliver consents respecting such shares or other ownership
interests; or any of the aforesaid officers may attend any meeting of the
holders of shares or other ownership interests of such Other Entity and thereat
vote or exercise any or all other powers of the Corporation as the holder of
such shares or other ownership interests.

                                   ARTICLE 12
                                EMERGENCY BY-LAWS

         Unless the Certificate of Incorporation provides otherwise, the
following provisions of this Article 12 shall be effective during an emergency,
which is defined as when a quorum of the Corporation's Directors cannot be
readily assembled because of some catastrophic event. During such emergency:

         12.1 Notice to Board Members. Any one member of the Board or any one of
the following officers: Chairman, Chief Executive Officer, President, any Vice
President, Secretary, or Treasurer, may call a meeting of the Board. Notice of
such meeting need be given only to those Directors whom it is practicable to
reach, and may be given in any practical manner, including by publication and
radio. Such notice shall be given at least six hours prior to commencement of
the meeting.

         12.2 Temporary Directors and Quorum. One or more officers of the
Corporation present at the emergency Board meeting, as is necessary to achieve a
quorum, shall be considered to be Directors for the meeting, and shall so serve
in order of rank, and within the same rank, in order of seniority. In the event
that less than a quorum of the Directors are present (including any officers who
are to serve as Directors for the meeting), those Directors present (including
the officers serving as Directors) shall constitute a quorum.

         12.3 Actions Permitted To Be Taken. The Board as constituted in Section
12.2, and after notice as set forth in Section 12.1 may:




                  12.3.1 prescribe emergency powers to any officer of the
Corporation;

                  12.3.2 delegate to any officer or Director, any of the powers
of the Board;

                  12.3.3 designate lines of succession of officers and agents,
in the event that any of them are unable to discharge their duties;

                  12.3.4 relocate the principal place of business, or designate
successive or simultaneous principal places of business; and

                                       19
   20

                  12.3.5 take any other convenient, helpful or necessary action
to carry on the business of the Corporation.

                                   ARTICLE 13
                                   AMENDMENTS

         These By-laws may be amended or repealed and new By-laws may be adopted
by a vote of the holders of a majority of the Common Stock or by the Board;
provided however, that nay amendment which would disproportionately and
adversely affect the Class A Stockholders in relation to the Class B
Stockholders will require the Supermajority Vote of the Board, or (b) the
approval of a committee of the Board of which at least one Class A Director and
one Class B Director are members and at least one Class A Director and one Class
B Director have approved such Supermajority Action. Any By-laws adopted or
amended by the Board may be amended or repealed by the Stockholders entitled to
vote thereon.

                                   ARTICLE 14
                                   DEFINITIONS

         As used in these By-laws, unless the context otherwise requires, the
term:

         14.1 "Affiliate" means, with respect to any Person, any other Person
controlling, controlled by or under direct or indirect common control with such
Person. For the purposes of this definition, "control," when used with respect
to any Person, shall mean the power to direct the management and policies of
such Person, directly or indirectly, whether through ownership of voting
securities, by contract or otherwise; and the terms "controlling" and
"controlled" shall have meanings correlative to the foregoing.

         14.2 "Assistant Secretary" means an Assistant Secretary of the
Corporation.

         14.3 "Assistant Treasurer" means an Assistant Treasurer of the
Corporation.

         14.4 "Board" means the Board of Directors of the Corporation.

         14.5 "Business Day" means any day other than a Saturday, Sunday, or a
day when banks in New York City are authorized or required by law to be closed.

         14.6 "By-laws" means the initial bylaws of the Corporation, as amended
from time to time.

         14.7 "Certificate of Incorporation" means the initial certificate of
incorporation of the Corporation, as amended, supplemented or restated from time
to time.

         14.8 "Chairman" means the Chairman of the Board of the Corporation.

                                       20
   21

         14.9 "Chief Executive Officer" means the Chief Executive Officer of the
Corporation.

         14.10 "Class A Common Stock" has the meaning ascribed thereto in
Article V.

         14.11 "Class B Common Stock" has the meaning ascribed thereto in
Article V.

         14.12 "Class A Director" has the meaning ascribed thereto in Section
2.2.

         14.13 "Class B Director" has the meaning ascribed thereto in Section
2.2.

         14.14 "Class A Stockholder" means, at any time, a holder of record of
any shares of Class A Common Stock at such time, as reflected in the
Corporation's records.

         14.15 "Class B Stockholder" means, at any time, a holder of record of
any shares of Class B Common Stock at such time, as reflected in the
Corporation's records.

         14.16 "Common Stock" means the Class A Common Stock and the Class B
Common Stock collectively.

         14.17 "Corporation" means PSF Group Holdings, Inc.

         14.18 "Directors" means directors of the Corporation.

         14.19 "Distributions" means any dividend or distribution declared and
paid on the Common Stock or any class thereof in cash or property other than
shares of Common Stock.

         14.20 "Entire Board" means all Directors of the Corporation in office,
whether or not present at a meeting of the Board, but disregarding vacancies.

         14.21 "General Corporation Law" means the General Corporation Law of
the State of Delaware, as amended from time to time.


         14.22 "Office of the Corporation" means the executive office of the
Corporation, anything in Section 131 of the General Corporation Law to the
contrary notwithstanding.

         14.23 "Other Entity" shall have the meaning ascribed thereto in Section
7.1.

         14.24 "President" means the President of the Corporation.

         14.25 "Proceeding" shall have the meaning ascribed thereto in Section
7.1.

         14.26 "Secretary" means the Secretary of the Corporation.

                                       21
   22

         14.27 "Shares" means (a) all classes of stock designated in the
Certificate of Incorporation as the Common Stock, par value $.01 per share, or
(b) any other class of stock resulting from successive changes or
reclassifications of such Common Stock consisting solely of changes in par
value, or from par value to no par value, or from no par value to par value.

         14.28 "Stockholders" means all stockholders of the Corporation
collectively, including both Class A Stockholders and Class B Stockholders.

         14.29 "Supermajority Actions" has the meaning ascribed thereto in
Section 7.2.2 of the Certificate of Incorporation.

         14.30 "Supermajority Votes" has the meaning ascribed thereto in Section
2.18.

         14.31 "Treasurer" means the Treasurer of the Corporation.

         14.32 "Vice President" means a Vice President of the Corporation.






                                       22