EXHIBIT 3.2


                                     BY-LAWS
                                       OF
                      SLC STUDENT LOAN RECEIVABLES I, INC.

                                    ARTICLE I

                                     OFFICES

      Section 1.1. REGISTERED OFFICE. The registered office of the Corporation
in the State of Delaware shall be located at the principal place of business in
such state of the corporation or individual acting as the Corporation's
registered agent in Delaware.

      Section 1.2. OTHER OFFICES. In addition to its registered office in the
State of Delaware, the Corporation may have an office or offices in such other
places as the Board of Directors may from time to time designate or the business
of the Corporation may require.

                                   ARTICLE II

                             MEETING OF STOCKHOLDERS

      Section 2.1. TIME AND PLACE. All meetings of the stockholders of the
Corporation shall be held at such time and place, either within or without the
State of Delaware, as may from time to time be determined by the Board of
Directors and as shall be stated in the notice of the meeting or in a duly
executed waiver of notice thereof. The Board of Directors may in its sole
discretion, determine that a meeting of the stockholders shall not be held at
any place, but may instead be held solely by means of remote communication.

      Section 2.2. ANNUAL MEETING. The annual meeting of stockholders of the
Corporation shall be held at such date, time and place, either within or without
the State of Delaware, as shall be determined by the Board of Directors and
stated in the notice of meeting.





      Section 2.3. SPECIAL MEETINGS OF STOCKHOLDERS. Special meetings of
stockholders for any purpose or purposes if not otherwise prescribed by statute
or by the Certificate of Incorporation, may be called by the Board of Directors,
the President, or the Secretary and shall be called by the President or
Secretary at the request of stockholders owning a majority of the shares of
capital stock of the Corporation issued and outstanding and entitled to vote at
a meeting of stockholders. Such request shall state the purpose or purposes of
the proposed meeting. The time of any such special meeting shall be fixed by the
officer calling the meeting and shall be stated in the notice of such meeting,
which notice shall specify the purpose or purposes thereof. Business transacted
at any special meeting shall be confined to the purposes stated in the notice of
meeting and matters germane thereto.

      Section 2.4. NOTICE OF MEETINGS. Notice of the time and place, if any, of
every annual or special meeting of the stockholders, the means of remote
communications, if any, by which stockholders and proxy holders may be deemed to
be present in person and vote at such meeting, and in the case of a special
meeting, the purpose or purposes for which the meeting is called, shall be given
to each stockholder entitled to notice of or to vote at such meeting, in the
manner prescribed by Section 6.1 of these By-Laws. Unless otherwise required by
law, such notice shall be given not less than ten nor more than sixty days
before the date of the meeting.

      Section 2.5. QUORUM AND ADJOURNMENT OF MEETINGS. The holders of a majority
of the shares of capital stock issued and outstanding and entitled to vote at
any meeting of stockholders, present in person, or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business, except as otherwise provided by law or by the Certificate of
Incorporation. If a majority shall not be present in person or represented by
proxy at any meeting of the stockholders at which action is to be taken by the
stockholders, the stockholders entitled to vote at such meeting, present in
person or represented by proxy, shall have power to adjourn the meeting from
time to time without notice (other than announcement at the meeting at which the
adjournment is taken, of the time, place, if any, thereof, and the means of
remote communications, if any, by which stockholders and proxy holders may be


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deemed to be present in person and vote at such adjourned meeting), until
holders of the requisite number of shares of stock entitled to vote shall be
present or represented by proxy. At such adjourned meeting at which such holders
of the requisite number of shares of capital stock shall be present or
represented by proxy, any business may be transacted which might have been
transacted at the meeting as originally called. If 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.

      Section 2.6. VOTE REQUIRED. At any meeting of stockholders, directors
shall be elected by a plurality of votes, and all other matters shall be decided
by a majority of votes, cast by the stockholders present in person or
represented by proxy and entitled to vote, unless the matter is one for which,
by express provisions of statute, of the Certificate of Incorporation or of
these By-Laws, a different vote is required, in which case such express
provision shall govern and control the determination of such matter.

      Section 2.7. VOTING. At any meeting of the stockholders, each stockholder
having the right to vote shall be entitled to vote in person or by proxy.
Subject to the provisions of Section 211(a)(2) of the General Corporation Law,
the Board of Directors, in its sole discretion, and subject to such guidelines
and procedures as it may deem appropriate, may permit stockholders and proxy
holders not physically present at a meeting of stockholders, by means of remote
communication, to participate in the meeting of stockholders and be deemed
present in person and permitted to vote at the meeting of stockholders whether
such meeting is to be held at a designated place or solely by means of remote
communication. To determine the stockholders entitled to notice of or to vote at
any meeting of the stockholders or any adjournment thereof, the Board of
Directors may fix, in advance, a record date which shall be not more than sixty
days nor less than ten days before the date of such meeting. Except as otherwise
provided by the Certificate of Incorporation or by statute, each stockholder of
record shall be entitled to one vote for each outstanding share of capital stock
standing in his or her name on the books of the Corporation as of the record
date.


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      Section 2.8. LIST OF STOCKHOLDERS. A complete list of the stockholders
entitled to vote at any meeting of stockholders arranged in alphabetical order
with the address (which need not include any electronic mail address or other
electronic contact information) of each and the number of shares held by each,
shall be prepared by the Secretary. Such list shall be open to the examination
of any stockholder for any purpose germane to the meeting for a period of at
least ten days prior to the meeting: (a) on a reasonably accessible electronic
network, provided that the information required to gain access to such list is
provided with the notice of the meeting, or (b) during ordinary business hours,
at the principal place of business of the Corporation. In the event that the
Corporation determines to make the list available on an electronic network, the
Corporation may take reasonable steps to ensure that such information is
available only to stockholders of the Corporation. If the meeting is to be held
at a place, then the list shall 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. If the meeting is to be held solely by means of
remote communication, then the list shall also be open to the examination of any
stockholder during the whole time of the meeting on a reasonably accessible
electronic network, and the information required to access such list shall be
provided with the notice of the meeting.

      Section 2.9. PROXIES. Each proxy shall be in writing executed by the
stockholder giving the proxy or his or her duly authorized attorney. No proxy
shall be valid after the expiration of three years from its date, unless a
longer period is provided for in the proxy. Unless and until voted, every proxy
shall be revocable at the pleasure of the person who executed it or his or her
legal representatives or assigns, except in those cases where an irrevocable
proxy permitted by statute has been given.



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      Section 2.10. CONSENTS. The provision of these By-Laws covering notices
and meetings to the contrary notwithstanding, any action required or permitted
to be taken at any meeting of stockholders may be taken without a meeting,
without prior notice and without a vote, if a consent1 in writing setting forth
the action so taken shall be signed by the holders of outstanding stock having
not less than the minimum number of votes that would have been necessary to
authorize or take such action at a meeting at which all shares of stock entitled
to vote thereon were present and voted. Where corporate action is taken in such
manner by less than unanimous written consent, prompt written notice of the
taking of such action shall be given to all stockholders who have not consented
in writing thereto and who, if the action had been taken at a meeting, would
have been entitled to notice of the meeting.

                                   ARTICLE III

                                    DIRECTORS

      Section 3.1. BOARD OF DIRECTORS. The business and affairs of the
Corporation shall be managed by a Board of Directors. The Board of Directors may
exercise all such powers of the Corporation and do all such lawful acts and
things on its behalf as are not by statute or by the Certificate of
Incorporation or by these By-Laws directed or required to be exercised or done
by the stockholders.

      Section 3.2. NUMBER; ELECTION AND TENURE. The number of directors shall be
fixed initially by the incorporator of the Corporation and thereafter such
number may be increased from time to time by the stockholders or by the Board of
Directors or may be decreased by the stockholders; provided that no decrease in

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the number of directors shall shorten the term of any incumbent director. Except
as provided by law or these By-Laws, directors shall be elected each year at the
annual meeting of stockholders. Each director shall hold office until the annual
meeting of stockholders next succeeding his or her election until his or her
successor is elected and has qualified or until his or her earlier resignation
or removal.

      Section 3.3. RESIGNATION AND REMOVAL. A director may resign at any time by
giving notice in writing or by electronic transmission (as such term is defined
in Section 232(c) of the General Corporation Law) to the Board of Directors or
to the President of the Corporation. Such resignation shall take effect upon
receipt thereof by the Board of Directors or by the President, unless otherwise
specified therein. Any one or more of the directors may be removed, either with
or without cause, at any time by the affirmative vote of a majority of the
stockholders at any special meeting of the stockholders called for such purpose.

      Section 3.4. VACANCIES. A vacancy occurring for any reason and newly
created directorships resulting from an increase in the authorized number of
directors may be filled by the vote of a majority of the directors then in
office, although less than a quorum, or by the sole remaining director, or by
the stockholders.

      Section 3.5. COMPENSATION. Each director shall receive for services
rendered as a director of the Corporation such compensation as may be fixed by
the Board of Directors. Nothing herein contained shall be construed to preclude
any director from serving the Corporation in any other capacity and receiving
compensation therefor.



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                                   ARTICLE IV

                              MEETINGS OF THE BOARD

      Section 4.1. TIME AND PLACE. Meetings of the Board of Directors shall be
held at such places, within or without the State of Delaware, and within or
without the United States of America, as shall be determined in accordance with
these By-Laws.

      Section 4.2. ANNUAL MEETING. Immediately after and at the place of the
annual meeting of the stockholders, or at such other place as the Board of
Directors may designate, a meeting of the newly elected Board of Directors for
the purpose of organization and the election of officers and otherwise may be
held. Such meeting may be held without notice.

      Section 4.3. REGULAR MEETINGS. Regular meetings of the Board of Directors
may be held without notice, at such time and place as shall, from time to time,
be determined by the Board of Directors.

      Section 4.4. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be held at any time and place as shall be determined by resolution of the
Board of Directors or upon the call of the President, the Secretary, or any
member of the Board of Directors on two days' notice to each director by mail or
on one day's notice personally or by a form of electronic transmission. Meetings
of the Board of Directors may be held at any time without notice if all the
directors are present, or if those not present waive notice of the meeting in
writing or by electronic transmission, either before or after the meeting.

      Section 4.5. QUORUM AND VOTING. A majority of the entire Board of
Directors shall constitute a quorum at any meeting of the Board of Directors and
the act of a majority of the directors shall be the act of the Board of
Directors, except as may otherwise be specifically provided by law, the
Certificate of Incorporation or by these By-Laws. If at any meeting of the Board
of Directors there shall be less than a quorum present, the director or
directors present at the meeting may adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall have
been obtained.



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      Section 4.6. CONSENTS. Any action required or permitted to be taken at any
meeting of the Board of Directors may be taken without a meeting if all members
of the Board of Directors consent to such action in writing, or by electronic
transmission and such writing or writings or electronic transmission or
transmissions are filed with the minutes of the proceedings of the Board of
Directors. Such filing shall be in paper form if the minutes are maintained in
paper form and shall be in electronic form if the minutes are maintained in
electronic form.

      Section 4.7. TELEPHONIC MEETINGS OF DIRECTORS. The Board of Directors may
participate in a meeting by means of conference telephone or other
communications equipment by means of which all persons participating in the
meeting can hear each other. Participation by such means shall constitute
presence in person at such meeting.

                                    ARTICLE V

                             COMMITTEES OF THE BOARD

      Section 5.1. DESIGNATION AND POWERS. The Board of Directors may in its
discretion designate one or more committees. Each committee shall consist of one
or more of the directors of the Corporation. Such committee or committees shall
have duties and powers not inconsistent with the laws of the State of Delaware,
the Certificate of Incorporation, these By-Laws, and the respective resolution
or resolutions of the Board of Directors.

                                   ARTICLE VI

                                     NOTICES

            Section 6.1. DELIVERY OF NOTICES. Notices to directors and
stockholders shall be in writing and may be delivered personally, by mail or by
a form of electronic transmission. Notice by mail shall be deemed to be given at
the time when deposited in the United States mail, postage prepaid, and


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addressed to directors or stockholders at their respective addresses appearing
on the books of the Corporation, unless any such director or stockholder shall
have filed with the Secretary of the Corporation a written request that notices
intended for him or her be mailed or delivered to some other address, in which
case the notice shall be mailed to or delivered at the address designated in
such request. Notice to stockholders pursuant to a form of electronic
transmission shall be effective if given by a form of electronic transmission
consented to by the stockholder to whom notice is given. Notice given to
stockholders pursuant to a form of electronic transmission shall be deemed
given: (a) if by facsimile telecommunication, when directed to a number at which
the stockholder has consented to receive notice; (b) if by electronic mail, when
directed to an electronic mail address at which the stockholder has consented to
receive notice; (c) if by a posting on an electronic network together with
separate notice to the stockholder of such specific posting, upon the later of
such posting and the giving of such separate notice; and (d) if by any other
form of electronic transmission, when directed to the stockholder. Any consent
of a stockholder to receive notice pursuant to a form of electronic transmission
shall be revocable as provided in Section 232(a) of the General Corporation Law.

      Section 6.2. WAIVER OF NOTICE. Whenever notice is required to be given by
statute, the Certificate of Incorporation or these By-Laws, a waiver thereof in
writing, signed by the person or persons entitled to such notice, or a waiver by
electronic transmission by the person entitled to notice, whether before or
after the time stated therein, shall be deemed equivalent to the giving of such
notice. Attendance of a person at a meeting of stockholders, directors or any
committee of directors, as the case may be, shall constitute a waiver of notice
of such meeting, except where the person is attending for the express purpose of
objecting, at the beginning of the meeting, to the transaction of any business

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because the meeting is not lawfully called or convened. Neither the business to
be transacted at, nor the purpose of, any regular or special meeting of
stockholders, directors or committee of directors need be specified in any
written waiver of notice or any waiver by electronic transmission.

                                   ARTICLE VII

                                    OFFICERS

      Section 7.1. EXECUTIVE OFFICERS. At the annual meeting of directors the
Board of Directors shall elect a Chairman of the Board, President, Secretary and
Treasurer and may elect one or more Vice Presidents, Assistant Secretaries or
Assistant Treasurers and such other officers as the Board of Directors may from
time to time designate or the business of the Corporation may require. Except
for the Chairman of the Board, no executive officer need be a member of the
Board. Any number of offices may be held by the same person, except that the
office of Secretary may not be held by the Chairman of the Board or the
President.

      Section 7.2. OTHER OFFICERS AND AGENTS. The Board of Directors may also
elect such other officers and agents as the Board of Directors may at any time
or from time to time determine to be advisable, such officers and such agents to
serve for such terms and to exercise such powers and perform such duties as
shall be specified at any time or from time to time by the Board of Directors.

      Section 7.3. TENURE; RESIGNATION; REMOVAL; VACANCIES. Each officer of the
Corporation shall hold office until his or her successor is elected and
qualified, or until his or her earlier resignation or removal; provided, that if
the term of office of any officer elected or appointed pursuant to Section 7.2
of these By-Laws shall have been fixed by the Board of Directors, he or she
shall cease to hold such office no later than the date of expiration of such
term regardless of whether any other person shall have been elected or appointed
to succeed him or her. Any officer elected by the Board of Directors may be


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removed at any time, with or without cause, by the Board of Directors; provided,
that any such removal shall be without prejudice to the rights, if any, of the
officer so employed under any employment contract or other agreement with the
Corporation. An officer may resign at any time upon written notice to the Board
of Directors. If the office of any officer becomes vacant by reason of death,
resignation, retirement, disqualification, removal from office or otherwise, the
Board of Directors may choose a successor or successors to hold office for such
term as may be specified by the Board of Directors.

      Section 7.4. COMPENSATION. Except as otherwise provided by these By-Laws,
the salaries of all officers and agents of the Corporation appointed by the
Board of Directors shall be fixed by the Board of Directors.

      Section 7.5. AUTHORITY AND DUTIES. All officers as between themselves and
the Corporation, shall have such authority and perform such duties in the
management of the Corporation as may be provided in these By-Laws. In addition
to the powers and duties hereinafter specifically prescribed for the respective
officers, the Board of Directors may from time to time impose or confer upon any
of the officers such additional duties and powers as the Board of Directors may
see fit, and the Board of Directors may from time to time impose or confer any
or all of the duties and powers hereinafter specifically prescribed for any
officer upon any other officer or officers.

      Section 7.6. CHAIRMAN OF THE BOARD. The Chairman of the Board of
Directors, who shall be a director, shall preside at all meetings of the
stockholders and at all meetings of the Board of Directors. As director, he or
she shall perform such other duties as may be assigned from time to time by the
Board of Directors.



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      Section 7.7. PRESIDENT. The President shall be the chief executive officer
of the Corporation. He or she shall perform such duties as may be assigned to
him or her by the Board of Directors, and in the event of disability or absence
of the Chairman of the Board, perform the duties of the Chairman of the Board,
including presiding at meetings of stockholders and directors. He or she shall
from time to time report to the Board of Directors all matters within his or her
knowledge which the interest of the Corporation may require to be brought to
their notice, and shall also have such other powers and perform such other
duties as may be specifically assigned to him or her from time to time by the
Board of Directors. The President shall see that all resolutions and orders of
the Board of Directors are carried into effect, and in connection with the
foregoing, shall be authorized to delegate to the Vice President and the other
officers such of his or her powers and such of his or her duties as he or she
may deem to be advisable.

      Section 7.8. THE VICE PRESIDENT(S). The Vice President, or if there be
more than one, the Vice Presidents, shall perform such duties as may be assigned
to them from time to time by the Board of Directors or as may be designated by
the President. In case of the absence or disability of the President the duties
of the office shall, if the Board of Directors or the President has so
authorized, be performed by the Vice President, or if there be more than one
Vice President, by such Vice President as the Board of Directors or President
shall designate.

      Section 7.9. THE TREASURER. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all monies and other valuable effects in the name and to the credit of
the Corporation, in such depositories as may be designated by the Board of
Directors or by any officer of the Corporation authorized by the Board of
Directors to make such designation. The Treasurer shall exercise such powers and
perform such duties as generally pertain or are necessarily incident to his or
her office and shall perform such other duties as may be specifically assigned
to him or her from time to time by the Board of Directors or by the President or
any Vice President.


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      Section 7.10. THE SECRETARY. The Secretary shall attend all meetings of
the Board of Directors and all meetings of the stockholders and record all votes
and the minutes of all proceedings in a book to be kept for that purpose; and
shall perform like duties for any committee when required. He or she shall give,
or cause to be given, notice of all meetings of the stockholders and, when
necessary, of the Board of Directors. The Secretary shall exercise such powers
and perform such duties as generally pertain or are necessarily incident to his
or her office and he or she shall perform such other duties as may be assigned
to him or her from time to time by the Board of Directors, the President or by
any Vice President.

                                  ARTICLE VIII

                              CERTIFICATES OF STOCK

      Section 8.1. FORM AND SIGNATURE. The certificates of stock of the
Corporation shall be in such form or forms not inconsistent with the Certificate
of Incorporation as the Board of Directors shall approve. They shall be
numbered, the certificates for the shares of stock of each class to be numbered
consecutively, and shall be entered in the books of the Corporation as they are
issued. They shall exhibit the holder's name and number of shares and shall be
signed by the Chairman of the Board, the President or a Vice President and the
Treasurer (or any Assistant Treasurer) or the Secretary (or any Assistant
Secretary); provided, however, that where any such certificate is signed by a
transfer agent or an assistant transfer agent, or by a transfer clerk acting on
behalf of the Corporation, and registered by a registrar, the signature of any
such President, Vice President, Treasurer, Assistant Treasurer, Secretary or
Assistant Secretary, may be a facsimile. In case any officer or officers who


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shall have signed, or whose facsimile signature or signatures shall have been
used on any such certificate or certificates, shall cease to be such officer or
officers of the Corporation, whether because of death, resignation, removal or
otherwise, before such certificate or certificates shall have been delivered by
the Corporation, such certificate or certificates may nevertheless be issued and
delivered as though the person or persons who signed such certificate or
certificates, or whose facsimile signature or signatures shall have been used
thereon, had not ceased to be such officer or officers of the Corporation.

      Section 8.2. LOST OR DESTROYED CERTIFICATES. The Board of Directors may
direct a new certificate or certificates to be issued in place of any
certificate or certificates theretofore issued by the Corporation alleged to
have been lost or destroyed, upon the making of an affidavit of that fact by the
person claiming the certificate or stock to be lost or destroyed. When
authorizing such issue of a new certificate or certificates, the Board of
Directors may in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost or destroyed certificate or
certificates, or his or her legal representatives, to advertise the same in such
manner as it shall require, and to give a bond in such sum as the Board of
Directors may direct, indemnifying the Corporation, any transfer agent and any
registrar against any claim that may be made against them or any of them with
respect to the certificate alleged to have been lost or destroyed.

      Section 8.3. REGISTRATION OF TRANSFER. Upon surrender to the Corporation
of a certificate for shares, duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, the Corporation shall issue a
new certificate to the person entitled thereto, cancel the old certificate, and
record the transaction on its books.



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                                   ARTICLE IX

                               GENERAL PROVISIONS

      Section 9.1. RECORD DATE. In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or entitled to express consent to corporate action in
writing without a meeting, or entitled to receive payment of any dividend or
other distribution or allotment of any rights, or entitled to exercise any
rights in respect of any change, conversion or exchange of stock, or for the
purpose of any other lawful action, the Board of Directors may fix, in advance,
a record date, which shall not be more than sixty nor less than ten days before
the date of such meeting, nor more than sixty days prior to any other action.

      Section 9.2. REGISTERED STOCKHOLDERS. The Corporation shall be entitled to
treat the holder of record of any share or shares of stock as the holder in fact
thereof and accordingly shall not be bound to recognize any equitable or other
claim to or interest in such share on the part of any other person, whether or
not it shall have express or other notice thereof, save as expressly provided by
the laws of the State of Delaware.

      Section 9.3. DIVIDENDS. Dividends upon the capital stock of the
Corporation shall in the discretion of the Board of Directors from time to time
be declared by the Board of Directors out of funds legally available therefor
after setting aside of proper reserves.

      Section 9.4. CHECKS AND NOTES. All checks and drafts on the bank accounts
of the Corporation, all bills of exchange and promissory notes of the
Corporation, and all acceptances, obligations and other instruments for the
payment of money drawn, signed or accepted by the Corporation, shall be signed
or accepted, as the case may be, by such officer or officers, agent or agents as
shall be thereunto authorized from time to time by the Board of Directors or by
officers of the Corporation designated by the Board of Directors to make such
authorization.




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      Section 9.5. FISCAL YEAR. The fiscal year of the Corporation shall be
fixed by the Board of Directors.

      Section 9.6. VOTING OF SECURITIES OF OTHER CORPORATIONS. In the event that
the Corporation shall at any time own and have power to vote any securities
(including but not limited to shares of stock) of any other issuer, such
securities shall be voted by such person or persons, to such extent and in such
manner, as may be determined by the Board of Directors.

      Section 9.7. TRANSFER AGENT. The Board of Directors may make such rules
and regulations as it may deem expedient concerning the issue, transfer and
registration of stock. It may appoint one or more transfer agents and one or
more registrars and may require all stock certificates to bear the signature of
either or both.

      Section 9.8. CORPORATE SEAL. The corporate seal shall have inscribed
thereon the name of the Corporation and the words "Corporate Seal, Delaware".

                                    ARTICLE X

                                 INDEMNIFICATION

      Section 10.1. INDEMNIFICATION.

      (A) ACTIONS, SUITS OR PROCEEDINGS OTHER THAN BY OR IN THE RIGHT OF THE
CORPORATION. The Corporation shall indemnify any current or former director or
officer of the Corporation and may, at the discretion of the Board of Directors,
indemnify any current or former employee or agent of the Corporation who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation) by
reason of the fact that such person is or was a director,


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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 (including
trustee) of another corporation, partnership, joint venture, trust or other
enterprise (including employee benefit plans) (funds paid or required to be paid
to any person as a result of the provisions of this Section 10.1 shall be
returned to the Corporation or reduced, as the case may be, to the extent that
such person receives funds pursuant to an indemnification from any such other
corporation, partnership, joint venture, trust or enterprise) to the fullest
extent permissible under Delaware law, as then in effect, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or proceeding, if he or she acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe that his or her conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person seeking indemnification did not act
in good faith and in a manner which he or she reasonably believed to be in or
not opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe that his or
her conduct was unlawful.

      (B) ACTIONS OR SUITS BY OR IN THE RIGHT OF THE CORPORATION. The
Corporation shall indemnify any current or former director or officer of the
Corporation and may, at the discretion of the Board of Directors, indemnify any
current or former employee or agent of the Corporation who was or is a party or
is threatened to be made a party to any threatened, pending or completed action
or suit, by or in the right of the Corporation to procure a judgment in its



                                       -17-


favor by reason of the fact that such person 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 (including trustee) of
another corporation, partnership, joint venture, trust or other enterprise
(including employee benefit plans) (funds paid or required to be paid to any
person as a result of the provisions of this Section 10.1 shall be returned to
the Corporation or reduced, as the case may be, to the extent that such person
receives funds pursuant to an indemnification from any such other corporation,
partnership, joint venture, trust or enterprise) to the fullest extent permitted
under Delaware law, as then in effect, against expenses (including attorneys'
fees) actually and reasonably incurred by such person in connection with the
defense or settlement of such action or suit, if he or she acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
best interests of the Corporation, except that no indemnification shall be made
in respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the Corporation unless and only to the extent that the
Court of Chancery of the State of Delaware or the court in which such action or
suit was brought shall determine upon application that, despite the adjudication
of liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.

      (C) INDEMNIFICATION FOR EXPENSES OF SUCCESSFUL PARTY. To the extent that a
director, officer, employee or agent of the Corporation has been successful on
the merits or otherwise in defense of any action, suit or proceeding referred to
in paragraph (a) or (b) of this Section 10.1, or in defense of any claim, issue
or matter therein, such person shall be indemnified by the Corporation against
expenses (including attorneys' fees) actually and reasonably incurred by him or
her in connection therewith.



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      (D) DETERMINATION OF RIGHT TO INDEMNIFICATION. Any indemnification under
paragraph (a) or (b) of this Section 10.1 (unless ordered by a court) shall be
made by the Corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee or agent
is proper in the circumstances because such person has met the applicable
standard of conduct set forth in paragraphs (a) and (b) of this Section 10.1.
Such determination shall be made (1) by the Board of Directors by a majority
vote of the directors who are not parties to such action, suit or proceeding,
even though less than a quorum or (2) if there are no such directors, or if such
directors so direct, by independent legal counsel in a written opinion, or (3)
by the holders of a majority of the shares of capital stock of the Corporation
entitled to vote thereon.

      (E) ADVANCEMENT OF EXPENSES. Expenses (including attorneys' fees) incurred
by an officer or director in defending any civil, criminal, administrative or
investigative 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 such person is not entitled to
be indemnified by the Corporation as authorized in this Section 10.1. Such
expenses (including attorneys' fees) incurred by other employees and agents may
be so paid upon such terms and conditions, if any, as the Board of Directors
deems appropriate.

      (F) OTHER RIGHTS. The indemnification and advancement of expenses provided
by, or granted pursuant to, the other paragraphs of this Section 10.1 shall not
be deemed exclusive of any other rights to which those seeking indemnification
or advancement of expenses may be entitled under any By-Law, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in an
official capacity and as to action in another capacity while holding such
office.


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      (G) INSURANCE. By action of the Board of Directors, notwithstanding an
interest of the directors in the action, the Corporation may purchase and
maintain insurance, in such amounts as the Board of Directors deems appropriate,
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 (including trustee) of another corporation,
partnership, joint venture, trust or other enterprise (including employee
benefit plans), 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 shall have the power to indemnify such
person against such liability under the provisions of this Section 10.l.

      (H) CONTINUATION OF RIGHTS TO INDEMNIFICATION. The indemnification and
advancement of expenses provided by, or granted pursuant to, this Section 10.1
shall, unless otherwise provided when authorized or ratified, continue as to a
person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators of such a
person.

      Section 10.2. PROTECTION OF RIGHTS EXISTING AT TIME OF REPEAL OR
MODIFICATION. Any repeal or modification of this Section 10.1 shall not
adversely affect any right or protection of an indemnified person existing at
the time of such repeal or modification.



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                                   ARTICLE XI

                                   AMENDMENTS

      Section 11.1. BY THE STOCKHOLDERS. These By-Laws may be altered, amended
or repealed in whole or in part, and new By-Laws may be adopted, by the
affirmative vote of the holders of a majority of the shares of capital stock
issued and outstanding and entitled to vote at any annual or special meeting of
the stockholders, if notice thereof shall be contained in the notice of the
meeting.

      Section 11.2. BY THE BOARD OF DIRECTORS. These By-Laws may be altered,
amended or repealed by the Board of Directors at any regular or special meeting
of the Board of Directors if notice thereof shall be contained in the notice of
the meeting.






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