EXHIBIT 3.3

                          BYLAWS OF HEXCEL CORPORATION
                             A DELAWARE CORPORATION
                    AMENDED AND RESTATED AS OF MARCH 19, 2003

                                     OFFICES

          1.     PRINCIPAL EXECUTIVE OFFICE. The principal executive office of
the Corporation is hereby fixed and located at 2 Stamford Plaza, Stamford,
Connecticut. The Board of Directors is hereby granted full power and authority
to change the place of said principal executive office from time to time.

          2.     OTHER OFFICES. The registered office of the Corporation in the
State of Delaware is hereby fixed and located at 1209 Orange Street, Wilmington,
Delaware, c/o The Corporation Trust Company. The Board of Directors is hereby
granted full power and authority to change the place of said registered office
within the State of Delaware from time to time. The Corporation may also have
offices in such other places in the United States or elsewhere as the Board of
Directors may from time to time designate or as the business of the Corporation
may from time to time require.

                                  STOCKHOLDERS

          3.     PLACE OF MEETINGS. Stockholders' meetings shall be held at such
place, whether within or without the State of Delaware, as the Board of
Directors shall, by resolution, designate.

          4.     ANNUAL MEETINGS. Annual meetings of stockholders shall be held
on such dates and at such times as shall be designated from time to time by the
Board of Directors and stated in the notice of such annual meeting. At such
annual meetings directors shall be elected and such other business as may be
properly brought before such meeting shall be conducted.

          Written notice of each annual meeting shall be mailed to or delivered
to each stockholder of record entitled to vote thereat not less than ten (10)
days nor more than sixty (60) days before the date of such annual meeting. Such
notice shall specify the place, the day, and the hour of such meeting, and the
matters which the Board of Directors intends to present for action by the
stockholders.

          Except to the extent, if any, specifically provided to the contrary in
the Certificate of Incorporation or these Bylaws, to be properly brought before
an annual meeting, all business must be either (a) specified in the notice of
annual meeting (or any supplement thereto) given by or at the direction of the
Board of Directors, (b) otherwise properly brought before the annual meeting by
or at the direction of the Board of



Directors or (c) otherwise properly brought before the annual meeting by a
stockholder of record who complies with the notice procedures set forth below.
In addition to any other applicable requirements, for business (including the
nomination of a person or persons for election to the Board of Directors) to be
properly brought before any annual meeting by a stockholder, the stockholder
must have given timely notice thereof, in proper form, to the Secretary of the
Corporation. To be timely, a stockholder's notice must be delivered to or mailed
and received at the principal executive offices of the Corporation not less than
sixty (60) nor more than ninety (90) days prior to the anniversary date of the
immediately preceding annual meeting; PROVIDED, HOWEVER, that in the event the
annual meeting is called for a date that is not within thirty (30) days before
or after such anniversary date, notice by the stockholder in order to be timely
must be so received not later than the close of business on the tenth (10th) day
following the date on which notice of the date of the annual meeting was mailed
or otherwise made public. To be in proper form, a stockholder's notice to the
Secretary must be in writing and must set forth with respect to each matter the
stockholder proposes to bring before the annual meeting (a) a brief description
of the business desired to be brought before the annual meeting and the reasons
for conducting such business at the annual meeting, (b) the name and record
address of the stockholder proposing such business, (c) the class or series and
number of shares of the capital stock of the Corporation that are owned
beneficially or of record by the stockholder, (d) as to each person whom the
stockholder proposes to nominate for election to the Board of Directors, (i) the
name, age, business address and residence address of the person, (ii) the
principal occupation or employment of the person and (iii) the class or series
and number of shares of capital stock of the Corporation that are owned
beneficially or of record by the person, (e) a description of all arrangements
or understandings between such stockholder and any other person or persons
(including their name(s)) in connection with the proposal of such business (or
the nomination of any person or persons for election to the Board of Directors)
by any stockholder and any material interest of such stockholder in such
business (or nomination), (f) any other information that would be required to be
disclosed in a proxy statement or other filing required to be made in connection
with the solicitation of proxies for the proposal (or the election of a person
or persons to the Board of Directors) pursuant to the Securities Exchange Act of
1934, as amended, and the rules and regulations promulgated thereunder if such
stockholder were engaged in such a solicitation and (g) a representation that
such stockholder or a representative thereof intends to appear in person at the
annual meeting to bring such business before the meeting (or nominate a person
or persons for election to the Board of Directors). Any such notice relating to
the nomination of a person or persons for election to the Board of Directors
must be accompanied by a written consent of each proposed nominee to being named
as a nominee and to serve as a director if elected.

     The Chairman of the annual meeting shall, if the facts warrant, determine
and declare to the meeting that business was not properly brought before the
meeting in accordance with the provisions of this Section 4 and any such
business not properly brought before the meeting shall not be transacted at the
meeting.

          5.     SPECIAL MEETINGS. Special meetings of the stockholders may be
called at any time and for any purpose or purposes by the Board of Directors,
the Chairman of the Board, the

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Chief Executive Officer or by a committee of the Board of Directors which has
been duly designated by the Board of Directors and whose powers and authority,
as provided in a resolution of the Board of Directors or in these Bylaws,
include the power to call such meetings. If and to the extent that any special
meeting of stockholders may be called by any other person or persons specified
in any provision of the Certificate of Incorporation or any amendment thereto,
or any certificate filed under Section 151(g) of the General Corporation Law of
the State of Delaware (the "GCL") designating the number of shares of Preferred
Stock to be issued and the rights, preferences, privileges and restrictions
granted to and imposed on the holders of such designated Preferred Stock, then
such special meeting may also be called by such person or persons in the manner,
at the times and for the purposes so specified. Except in special cases where
other express provision is made by statute, notice of such special meeting shall
be given in the same manner as for an annual meeting of stockholders. Such
notice shall also specify the general nature of the business to be transacted at
the meeting, and no business shall be transacted at the special meeting except
as specified in such notice (or any supplement thereto).

          6.     ADJOURNED MEETINGS AND NOTICE THEREOF. Any stockholders'
meeting, annual or special, whether or not a quorum is present, may be adjourned
from time to time by the chairman of such meeting or by the vote of a majority
of the shares present in person or represented by proxy at such meeting, but in
the absence of a quorum no other business may be transacted at such meeting.

     Notice of an adjourned meeting need not be given if (a) the meeting is
adjourned for thirty (30) days or less, (b) the time and place of the adjourned
meeting are announced at the meeting at which the adjournment is taken, and (c)
no new record date is fixed for the adjourned meeting. Otherwise, notice of the
adjourned meeting shall be given as if the adjourned meeting were a new meeting.

          7.     VOTING. Except as otherwise provided by applicable law, the
Certificate of Incorporation, any certificate filed under Section 151(g) of the
GCL or these Bylaws, a stockholder shall be entitled to one vote for each share
held of record on the record date fixed for the determination of the
stockholders entitled to notice of and to vote at a meeting or, if no such date
is fixed, the date determined in accordance with applicable law. If any share is
entitled to more or less than one vote on any matter, all references herein to a
majority or other proportion of shares shall refer to a majority or other
proportion of the voting power of shares entitled to vote on such matter.

          8.     QUORUM. A majority of the outstanding shares entitled to vote,
represented in person or by proxy, shall constitute a quorum for the transaction
of business. No business may be transacted at a meeting in the absence of a
quorum other than the adjournment of such meeting, except that if a quorum is
present at the commencement of a meeting, business may be transacted until the
meeting is adjourned even though the withdrawal of stockholders results in less
than a quorum being present in person or by proxy at such meeting. If a quorum
is present at a meeting, the affirmative vote of a majority of the shares
present or represented by proxy at the meeting and

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entitled to vote on any matter shall be the act of the stockholders unless the
vote of a larger number is required by applicable law, the Certificate of
Incorporation or these Bylaws. If a quorum is present at the commencement of a
meeting but the withdrawal of stockholders results in less than a quorum being
present in person or by proxy at such meeting, the affirmative vote of a
majority of the shares required to constitute a quorum shall be the act of the
stockholders unless the vote of a larger number is required by applicable law,
the Certificate of Incorporation or these Bylaws.

          9.     PROXIES. A stockholder may be represented at any meeting of
stockholders by a written proxy signed by the person entitled to vote or by such
person's duly authorized attorney-in-fact. A proxy must bear a date within three
(3) years prior to the meeting, unless the proxy specifies a different length of
time. A revocable proxy is revoked by a writing delivered to the Secretary of
the Corporation stating that the proxy is revoked or by a subsequent proxy
executed by, or by attendance at the meeting and voting in person by, the person
executing the proxy.

          10.    CHAIRMAN AND SECRETARY AT MEETINGS. At any meeting of
stockholders, the Chairman of the Board of Directors, or in his absence, a
person designated by the Board of Directors, shall preside at and act as
chairman of the meeting. The Secretary, or in his absence a person designated by
the chairman of the meeting, shall act as secretary of the meeting.

          11.    INSPECTORS. The Board of Directors may, in advance of any
meeting of stockholders, appoint one or more inspectors to act at such meeting
or any adjournment thereof. Each inspector, before entering upon the discharge
of his duties, shall take and sign an oath to faithfully execute the duties of
inspector. The inspector(s) shall determine the number of shares of capital
stock of the Corporation outstanding and the voting power of each, the number of
shares present or represented by proxy at the meeting, the existence of a
quorum, the validity and effect of proxies, and shall receive votes, ballots or
consents, count and tabulate all votes, ballots or consents, determine the
results of any election or vote, and do such acts as are proper to conduct the
election or vote with fairness to all stockholders. At the request of the
chairman of the meeting, the inspectors shall make a written report of any
matters determined by them. No director or candidate for the office of director
shall act as an inspector of an election of directors.

          12.    LIST OF STOCKHOLDERS. The Secretary of the Corporation shall
prepare and make, at least ten (10) days before every meeting of the
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten (10) days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the

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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.

                                    DIRECTORS

          13.    POWERS. Subject to any limitations contained in the Certificate
of Incorporation, these Bylaws or the GCL as to actions to be authorized or
approved by the stockholders, and subject to the duties of directors as
prescribed by these Bylaws, all corporate powers shall be exercised by or under
the ultimate direction of, and the business and affairs of the Corporation shall
be managed by, or under the ultimate direction of, the Board of Directors.

          14.    CERTAIN DEFINITIONS. For purposes of these Bylaws:

     AN "AFFILIATE" of any Person means any other Person that directly or
indirectly, through one or more intermediaries, Controls, is Controlled by, or
is under common Control with, such first Person. "CONTROL" has the meaning
specified in Rule 12b-2 under the Exchange Act as in effect on March 19, 2003.

     Any person shall be deemed to "BENEFICIALLY OWN", to have "BENEFICIAL
OWNERSHIP" of, or to be "BENEFICIALLY OWNING" any securities (which securities
shall also be deemed "BENEFICIALLY OWNED" by such Person) that such Person is
deemed to "beneficially own" within the meaning of Rules 13d-3 and 13d-5 under
the Exchange Act, as in effect on March 19, 2003; PROVIDED, THAT, except for the
rights set forth in Section 3.02 of the Governance Agreement or in Section 3.02
of the Stockholders Agreement, any Person shall be deemed to Beneficially Own
any securities that such Person has the right to acquire, whether or not such
right is exercisable immediately.

     "BERKSHIRE/GREENBRIAR ADDITIONAL SHARES" means, as of any date of
determination, shares of the Corporation's Common Stock the Beneficial Ownership
of which may be acquired by the Berkshire/Greenbriar Investors pursuant to
grants of stock options or other stock-based awards to the Berkshire/Greenbriar
Directors by the Corporation pursuant to any stock option or stock incentive
plan approved by the Board of Directors of the Corporation, including without
limitation the Hexcel Incentive Stock Plan.

     "BERKSHIRE/GREENBRIAR DIRECTORS" means Berkshire/Greenbriar Nominees who
are elected or appointed to serve as members of the Board of Directors.

     "BERKSHIRE/GREENBRIAR INVESTORS" means any of (i) Berkshire Fund V, Limited
Partnership, a Massachusetts limited partnership ("Berkshire V"), (ii) Berkshire
Fund VI, Limited Partnership, a Massachusetts limited partnership ("Berkshire
VI"), (iii) Berkshire Investors LLC, a Massachusetts limited liability company
("Berkshire Investors"), (iv) Berkshire Fund V Investment Corp., a Massachusetts
corporation ("Berkshire V Investment Corp.") (for so long as it Beneficially
Owns Voting

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Securities), (v) Berkshire Fund VI Investment Corp., a Massachusetts corporation
("Berkshire VI Investment Corp.") (for so long as it Beneficially Owns Voting
Securities), (vi) Greenbriar Co-Investment Partners, L.P., a Delaware limited
partnership ("Greenbriar Co-Investment"), (vii)Greenbriar Equity Fund, L.P., a
Delaware limited partnership ("Greenbriar Fund"), or (viii) any investment
entity controlled or under common control with either of Berkshire Partners LLC
or Greenbriar Equity Group, LLC; PROVIDED, HOWEVER, that any such Person
specified in clause (viii) that desires to acquire Voting Securities in
accordance with the Stockholders Agreement shall, as a condition to acquiring
any such Voting Securities, execute a joinder agreement in which it shall agree
to be bound by the provisions of the Stockholders Agreement to the same extent
as the Berkshire/Greenbriar Investors and shall thereafter be deemed to be an
"Investor" for all purposes of the Stockholders Agreement unless such Person
does not hold any Voting Securities.

     "BERKSHIRE/GREENBRIAR NOMINEES" means such Persons as are so designated by
the Berkshire/Greenbriar Investors, as such designations may change from time to
time, to serve as members of the Board of Directors pursuant to Sections 17 and
18.

     "BUYOUT TRANSACTION" means a tender offer, merger or any similar
transaction that offers holders of Voting Securities (other than, if applicable,
the Person proposing such transaction) the opportunity to dispose of the Voting
Securities Beneficially Owned by such holders or otherwise contemplates the
acquisition by any Person or Group of Voting Securities that would result in
Beneficial Ownership by such Person or Group of a majority of the Voting
Securities outstanding, or a sale of all or substantially all of the
Corporation's assets.

     "COMMON STOCK" means the common stock of the Corporation, par value $0.01
per share, and any equity securities issued or issuable in exchange for or with
respect to such common stock by way of a stock dividend, stock split or
combination of shares or in connection with a reclassification,
recapitalization, merger, consolidation or other reorganization.

     "CONVERTIBLE PREFERRED STOCK" means, collectively, the Series A Convertible
Preferred Stock and the Series B Convertible Preferred Stock.

     "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended, and
the rules and regulations promulgated thereunder.

     "GOLDMAN ADDITIONAL SHARES" means, as of any date of determination, up to
255,381 shares of Common Stock (as equitably adjusted to reflect any stock
split, combination, reorganization, recapitalization, reclassification or other
similar event involving the Common Stock), in the aggregate, (i) the Beneficial
Ownership of which may be acquired inadvertently from time to time by The
Goldman Sachs Group, Inc. or its Affiliates acting in connection with their
activities as a broker or dealer registered under Section 15 of the Exchange Act
or as an asset manager (excluding

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Affiliates formed for the purpose of effecting principal transactions) or (ii)
the Beneficial Ownership of which may be acquired by the Goldman Investors
pursuant to grants of stock options or other stock-based awards to the Goldman
Directors by the Corporation pursuant to any stock option or stock incentive
plan approved by the Board of Directors of the Corporation, including without
limitation the Hexcel Incentive Stock Plan; PROVIDED, that if and for so long as
The Goldman Sachs Group, Inc. and its Affiliates collectively Beneficially Own
less than 30% of the Total Voting Power of the Corporation, the maximum number
of Goldman Additional Shares shall be 400,000 (as equitably adjusted to reflect
any stock split, combination, reorganization, recapitalization, reclassification
or other similar event involving the Common Stock).

     "GOLDMAN DIRECTORS" means Goldman Nominees who are elected or appointed to
serve as members of the Board of Directors.

     "GOLDMAN INVESTORS" means any of (i) the LXH Investors, (ii) the Limited
Partnerships, or (iii) The Goldman Sachs Group, Inc. or any direct or indirect
Subsidiary of the Goldman Sachs Group, Inc. formed for the purpose of effecting
principal transactions; PROVIDED, HOWEVER, that any such Person specified in
clause (iii) that desires to acquire Voting Securities in accordance with the
Governance Agreement shall, as a condition to acquiring any such Voting
Securities, execute a joinder agreement in which it shall agree to be bound by
the provisions of the Governance Agreement to the same extent as the Goldman
Investors and shall thereafter be deemed to be an "Investor" for all purposes of
the Governance Agreement unless such Person does not hold any Voting Securities.

     "GOLDMAN NOMINEES" means such Persons as are so designated by the Goldman
Investors, as such designations may change from time to time, to serve as
members of the Board of Directors pursuant to Sections 17 and 18.

     "GOVERNANCE AGREEMENT" means the Amended and Restated Governance Agreement,
dated as of March 19, 2003, among LXH, L.L.C., a Delaware limited liability
company ("LXH"), LXH II, L.L.C., a Delaware limited liability company ("LXH II"
and together with LXH, the "LXH Investors"), GS Capital Partners 2000 L.P., a
Delaware limited partnership ("GS 2000"), GS Capital Partners 2000 Offshore,
L.P., a Cayman Islands exempted limited partnership ("GS 2000 Offshore"), GS
Capital Partners 2000 Employee Fund, L.P., a Delaware limited partnership ("GS
2000 Employee"), GS Capital Partners 2000 GmbH & Co. Beteiligungs KG, a German
limited partnership ("GS 2000 Germany"), Stone Street Fund 2000, L.P., a
Delaware limited partnership ("Stone Street" and, collectively with GS 2000, GS
2000 Offshore, GS 2000 Employee and GS 2000 Germany, the "Limited
Partnerships"), and the Corporation.

     "GOVERNMENTAL ENTITY" means any court, administrative agency, regulatory
body, commission or other governmental authority, board, bureau or
instrumentality, domestic or foreign and any subdivision thereof.

     "GROUP" has the meaning set forth in Section 13(d) of the Exchange Act as
in

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effect on March 19, 2003.

     "HEXCEL INCENTIVE STOCK PLAN" means the Hexcel Corporation Incentive Stock
Plan, as amended and restated through March 19, 2003 and any subsequent
amendment thereto or replacement thereof approved by the Board of Directors of
the Corporation.

     "INDEPENDENT DIRECTOR" means a director of the Corporation who is not an
Investors' Director and who (i) is not and has never been an officer, employee,
partner or director of any of the Investors or their respective Affiliates or
associates (as defined in Rule 12b-2 under the Exchange Act), in each case other
than the Corporation and (ii) has no affiliation or compensation, consulting or
contractual relationship with any of the Investors or their respective
Affiliates or associates (in each case other than the Corporation) such that a
reasonable person would regard such director as likely to be unduly influenced
by any of such Persons or any of their respective Affiliates or associates (in
each case other than the Corporation).

     "INITIAL BERKSHIRE/GREENBRIAR SHARES" means (i) the 77,875 shares of Series
A Convertible Preferred Stock purchased by the Berkshire/Greenbriar Investors
pursuant to the Stock Purchase Agreement, dated December 18, 2002, by and among
the Corporation and the Berkshire/Greenbriar Investors (the
"Berkshire/Greenbriar Purchase Agreement"), (ii) the 77,875 shares of Series B
Convertible Preferred Stock purchased by the Berkshire/Greenbriar Investors
pursuant to the Berkshire/Greenbriar Purchase Agreement and (iii) any shares of
the Corporation's Common Stock issuable upon conversion of the shares of Series
A Convertible Preferred Stock or Series B Convertible Preferred Stock (as
equitably adjusted to reflect any stock split, combination, reorganization,
recapitalization, reclassification or other similar event involving the Common
Stock or Convertible Preferred Stock, as applicable).

     "INITIAL GOLDMAN SHARES" means (i) the 47,125 shares of Series A
Convertible Preferred Stock purchased by the Limited Partnerships pursuant to
the Stock Purchase Agreement, dated December 18, 2002, by and among the
Corporation and the Limited Partnerships (the "Goldman Purchase Agreement"),
(ii) the 47,125 shares of Series B Convertible Preferred Stock purchased by the
Limited Partnerships pursuant to the Goldman Purchase Agreement and (iii) any
shares of the Corporation's Common Stock issuable upon conversion of the shares
of Series A Convertible Preferred Stock or Series B Convertible Preferred Stock
(as equitably adjusted to reflect any stock split, combination, reorganization,
recapitalization, reclassification or other similar event involving the Common
Stock or Convertible Preferred Stock, as applicable).

     "INVESTORS" means the Berkshire/Greenbriar Investors and the Goldman
Investors.

     "INVESTORS' DIRECTORS" means Berkshire/Greenbriar Directors and Goldman
Directors.

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     "INVESTORS' NOMINEES" means Berkshire/Greenbriar Nominees and Goldman
Nominees.

     "NON-BERKSHIRE/GREENBRIAR DIRECTOR" means a director of the Corporation who
is not a Berkshire/Greenbriar Director and who (i) is not and has never been an
officer, employee, partner or director of any of the Berkshire/Greenbriar
Investors or their Affiliates or associates (as defined in Rule 12b-2 under the
Exchange Act), in each case other than the Corporation, and (ii) has no
affiliation or compensation, consulting or contractual relationship with any of
the Berkshire/Greenbriar Investors or their Affiliates or associates (in each
case other than the Corporation) such that a reasonable person would regard such
director as likely to be unduly influenced by any of such Persons or any of
their Affiliates or associates (in each case other than the Corporation)

     "NON-GOLDMAN DIRECTOR" means a director of the Corporation who is not a
Goldman Director and who (i) is not and has never been an officer, employee,
partner or director of any of the Goldman Investors or their Affiliates or
associates (as defined in Rule 12b-2 under the Exchange Act), in each case other
than the Corporation, and (ii) has no affiliation or compensation, consulting or
contractual relationship with any of the Goldman Investors or their Affiliates
or associates (in each case other than the Corporation) such that a reasonable
person would regard such director as likely to be unduly influenced by any of
such Persons or any of their Affiliates or associates (in each case other than
the Corporation)

     "NYSE" means the New York Stock Exchange.

     "ORIGINAL GOLDMAN SHARES" means the 14,561,000 shares of Common Stock
Beneficially Owned by the Goldman Investors on March 19, 2003 (as equitably
adjusted to reflect any stock split, combination, reorganization,
recapitalization, reclassification or other similar event involving the Common
Stock).

     "PERSON" means any individual, Group, corporation, firm, partnership, joint
venture, trust, business association, organization, Governmental Entity or other
entity.

     "SERIES A CONVERTIBLE PREFERRED STOCK" means the Series A Convertible
Preferred Stock, without par value, of the Corporation.

     "SERIES B CONVERTIBLE PREFERRED STOCK" means the Series B Convertible
Preferred Stock, without par value, of the Corporation.

     "SIGNIFICANT SUBSIDIARY" has the meaning set forth in Rule 1-02 of
Regulation S-X under the Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder as in effect on March 19, 2003.

     "STOCKHOLDERS AGREEMENT" means the Stockholders Agreement, dated as of
March 19, 2003, among the Berkshire/Greenbriar Investors and the

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Corporation.

     "SUBSIDIARY" means, with respect to any Person, as of any date of
determination, any other Person as to which such Person owns, directly or
indirectly, or otherwise controls, more than 50% of the voting shares or other
similar interests.

     "TOTAL VOTING POWER OF THE CORPORATION" means the total number of votes
that may be cast in the election of directors of the Corporation if all Voting
Securities outstanding or treated as outstanding pursuant to the final two
sentences of this definition were present and voted at a meeting held for such
purpose. The percentage of the Total Voting Power of the Corporation
Beneficially Owned by any Person is the percentage of the Total Voting Power of
the Corporation that is represented by the total number of votes that may be
cast in the election of directors of the Corporation by Voting Securities
Beneficially Owned by such Person. In calculating such percentage, each share of
Convertible Preferred Stock shall be outstanding or shall be treated as
outstanding for all purposes of this Agreement without regard to the Person
holding such share until such time as such share of Convertible Preferred Stock
is redeemed or repurchased by the Company or converted into Common Stock in
accordance with the Certificate of Designations of the Series A Convertible
Preferred Stock or the Certificate of Designations of the Series B Convertible
Preferred Stock, as applicable. In calculating such percentage, the Voting
Securities Beneficially Owned by any Person that are not outstanding but are
subject to issuance upon exercise or exchange of rights of conversion or any
options, warrants or other rights Beneficially Owned by such Person shall be
deemed to be outstanding for the purpose of computing the percentage of the
Total Voting Power of the Corporation represented by Voting Securities
Beneficially Owned by such Person, but shall not be deemed to be outstanding for
the purpose of computing the percentage of the Total Voting Power of the
Corporation represented by Voting Securities Beneficially Owned by any other
Person.

     "VOTING SECURITIES" means the Common Stock, the Convertible Preferred Stock
and any other securities of the Corporation or any Subsidiary of the Corporation
entitled to vote generally in the election of directors of the Corporation or
such Subsidiary of the Corporation.

          15.    NUMBER OF DIRECTORS. (a) Except as provided in Subsection 6.1
of the Certificate of Incorporation and subject to compliance with Section 17,
the authorized number of directors of this Corporation shall be not less than
three (3) nor more than fifteen (15), with the exact number of directors within
such range specified in subsection (b) below, or, if not so specified, with the
exact number of directors within such range fixed from time to time by
resolution of the Board of Directors.

     (b)  It is hereby specified that this Corporation shall have ten (10)
directors, one of whom shall be designated the Chairman of the Board. The
Chairman of the Board shall be designated by a majority of the members of the
Board of Directors.

          16.    ELECTION. (a) Directors shall hold office until the annual
meeting next following their election and until their successors are nominated,
elected

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and qualified pursuant to these Bylaws; subject, however, to their prior
resignation, death or removal as provided by the Certificate of Incorporation,
these Bylaws or applicable law.

          Subject to the Certificate of Incorporation and Subsections (b), (c),
(d) and (e) hereof, any vacancies in the Board of Directors for any reason, and
any newly created directorships resulting from any increase in the number of
directors, may be filled by the Board of Directors, acting by a majority of the
directors then in office, even if less than a quorum; and any directors so
chosen shall hold office until the next election of the class for which such
directors shall have been chosen, and until their successors shall be elected
and qualified or until their earlier death, resignation or removal.

     (b)  If at any time a member of the Board of Directors resigns (pursuant to
this Section 16 or otherwise) or is removed in accordance with applicable law or
these By-laws, a new member shall be designated to replace such member until the
next election of directors. If, consistent with Section 17, the replacement
director is to be (i) a Berkshire/Greenbriar Director, the party that designated
such Berkshire/Greenbriar Director shall designate the replacement
Berkshire/Greenbriar Director or (ii) a Goldman Director, the party that
designated such Goldman Director shall designate the replacement Goldman
Director. Except as set forth in paragraph (d) below, if consistent with Section
17, the replacement director is to be a Director other than an Investors'
Director, the remaining Independent Directors shall designate the replacement
director.

          (c)    Subject to paragraph (d) below, if at any time (i) the number
of Berkshire/Greenbriar Nominees entitled to be nominated to the Board of
Directors in accordance with these Bylaws in an election of directors presented
to stockholders would decrease, within 10 days thereafter the
Berkshire/Greenbriar Investors shall cause a sufficient number of
Berkshire/Greenbriar Directors to resign from the Board of Directors so that the
number of Berkshire/Greenbriar Directors on the Board of Directors after such
resignation(s) equals the number of Berkshire/Greenbriar Nominees that the
Berkshire/Greenbriar Investors would have been entitled to designate had an
election of directors taken place at such time. The Berkshire/Greenbriar
Investors shall also cause a sufficient number of Berkshire/Greenbriar Directors
to resign from any relevant committees of the Board of Directors so that such
committees are comprised in the manner contemplated by Section 19 after giving
effect to such resignations, or (ii) the number of Goldman Nominees entitled to
be nominated to the Board of Directors in accordance with these Bylaws in an
election of directors presented to stockholders would decrease, within 10 days
thereafter the Goldman Investors shall cause a sufficient number of Goldman
Directors to resign from the Board of Directors so that the number of Goldman
Directors on the Board of Directors after such resignation(s) equals the number
of Goldman Nominees that the Goldman Investors would have been entitled to
designate had an election of directors taken place at such time. The Goldman
Investors shall also cause a sufficient number of Goldman Directors to resign
from any relevant committees of the Board of Directors so that such committees
are comprised in the manner contemplated by Section 19 after giving effect to
such resignations. Any vacancies created by the resignations required by this
Subsection (c) shall be filled by Independent Directors.

                                       11


          (d)    If at any time the percentage of the Total Voting Power of the
Corporation Beneficially Owned by the Berkshire/Greenbriar Investors or the
Goldman Investors decreases as a result of an issuance of Voting Securities by
the Corporation (other than any of the issuances described in the last sentence
of this Section 16(d)), such Investors may notify the Corporation that such
Investors intend to acquire a sufficient amount of additional Voting Securities
necessary to maintain their then current level of Board of Directors
representation within 90 days. In such event, until the end of such period (and
thereafter if such Investors in fact restore their percentage of the Total
Voting Power of the Corporation during such period and provided that such
Investors continue to maintain the requisite level of Beneficial Ownership of
Voting Securities in accordance with Section 17) the Board of Directors shall
continue to have the number of Berkshire/Greenbriar Directors or Goldman
Directors, as applicable, that corresponds to the percentage of the Total Voting
Power of the Corporation Beneficially Owned by such Investors prior to such
issuance of Voting Securities by the Corporation. Notwithstanding any provision
in the Governance Agreement or the Stockholders Agreement to the contrary, the
provisions of this Section 16(d) shall not apply to any issuance of Voting
Securities (x) upon conversion of any convertible securities which are either
outstanding on, March 19 2003 (including, without limitation, issuances of
securities upon any payment of dividends on, redemption of, or otherwise payable
with respect to the Series A Convertible Preferred Stock or Series B Convertible
Preferred Stock) or approved by the Board of Directors or a duly authorized
committee of the Board of Directors after March 19, 2003 in accordance with
Section 2.06 of the Governance Agreement and with Section 2.06 of the
Stockholders Agreement or (y) pursuant to employee or director stock option or
incentive compensation or similar plans outstanding as of March 19, 2003 or,
subsequent to March 19, 2003, approved by the Board of Directors or a duly
authorized committee of the Board of Directors.

          (e)    Whenever the holders of any one or more classes or series of
Preferred Stock issued by the Corporation shall have the right, voting
separately by class or series, to elect directors at any annual or special
meeting of stockholders, the election, term of office, filling of vacancies,
removal and other features of such directorships shall be governed by the terms
of the Certificate of Incorporation applicable thereto, and by the terms of any
certificate filed pursuant to Section 151(g) of the GCL designating such class
or series and the rights, preferences, privileges and restrictions granted to
and imposed on the holders of such designated Preferred Stock.

          17.    BOARD REPRESENTATION. (a) (i) For so long as the
Berkshire/Greenbriar Investors Beneficially Own 15% or more of the Total Voting
Power of the Corporation, subject to Sections 16(d) and 17(a)(iv), the
Corporation shall exercise all authority under applicable law to cause any slate
of directors presented to stockholders for election to the Board of Directors to
consist of such nominees that, if elected, would result in the Board of
Directors consisting of two Berkshire/Greenbriar Directors and eight
Non-Berkshire/Greenbriar Directors (including at least five Independent
Directors); PROVIDED, HOWEVER, that in the event the Total Voting Power of the
Corporation Beneficially Owned by the Berkshire/Greenbriar Investors at any time
is below 15% of the Total Voting Power of the Corporation, the
Berkshire/Greenbriar Investors shall have

                                       12


no further right to nominate two Directors pursuant to this Section 17(a)(i);
PROVIDED, FURTHER, that if the Berkshire/Greenbriar Investors, directly or
indirectly, during the term of the Stockholders Agreement shall have sold,
transferred or otherwise disposed of, on a cumulative basis, Beneficial
Ownership of shares of Common Stock and/or Convertible Preferred Stock together
representing 66 2/3% or more of the Total Voting Power of the Corporation
represented by the Initial Berkshire/Greenbriar Shares as of March 19, 2003, to
Persons who are not Berkshire/Greenbriar Investors, then the Corporation shall
exercise all authority under applicable law to cause any slate of directors
presented to stockholders for election to the Board of Directors to consist of
such nominees that, if elected, would result in the Board of Directors
consisting of one Berkshire/Greenbriar Director and nine
Non-Berkshire/Greenbriar Directors (including at least six Independent
Directors).

          (ii)   For so long as the Berkshire/Greenbriar Investors Beneficially
     Own less than 15% but at least 10% of the Total Voting Power of the
     Corporation, subject to Sections 16(d) and 17(a)(iv), the Corporation shall
     exercise all authority under applicable law to cause any slate of directors
     presented to stockholders for election to the Board of Directors to consist
     of such nominees that, if elected, would result in the Board of Directors
     consisting of one Berkshire/Greenbriar Director and nine
     Non-Berkshire/Greenbriar Directors (including at least six Independent
     Directors); PROVIDED, HOWEVER, that in the event the Total Voting Power of
     the Corporation Beneficially Owned by the Berkshire/Greenbriar Investors at
     any time is below 10% of the Total Voting Power of the Corporation, the
     Berkshire/Greenbriar Investors shall have no further right to nominate one
     Berkshire/Greenbriar Director pursuant to this Section 17(a)(ii).

          (iii)  Berkshire/Greenbriar Additional Shares shall not be included in
     any calculation of the Berkshire/Greenbriar Investors' Beneficial Ownership
     of the Total Voting Power of the Corporation under these Bylaws.

          (iv)   Notwithstanding anything in these By-Laws, the Corporation may
     increase the size of the Board of Directors through the appointment of one
     or more additional independent directors (as such term is used in the NYSE
     listing requirements) in order to comply with any applicable law,
     regulation or NYSE rule; PROVIDED, THAT, in the event of any such change,
     the Corporation will use its commercially reasonable best efforts to give
     the Berkshire/Greenbriar Investors the right to nominate, as nearly as
     possible, that proportion of the directors as permitted by the terms of
     Sections 17(a)(i) and 17(a)(ii). Any director appointed to the Board of
     Directors pursuant to the first clause of this Section 17(a)(iv) shall be
     selected by a majority of the Independent Directors and shall be an
     Independent Director. Each of the Berkshire/Greenbriar Investors shall
     perform any and all actions as reasonably requested by the Corporation in
     order for the Board of Directors to be changed pursuant to this Section
     7(a)(iv).

          (b)(i) For so long as the Goldman Investors Beneficially Own 20% or
     more of the Total Voting Power of the Corporation, subject to
     Sections 16(d) and

                                       13


     17(b)(vi), the Corporation shall exercise all authority under applicable
     law to cause any slate of directors presented to stockholders for election
     to the Board of Directors to consist of such nominees that, if elected,
     would result in the Board of Directors consisting of three Goldman
     Directors and seven Non-Goldman Directors (including at least five
     Independent Directors); PROVIDED, HOWEVER, that if the Goldman Investors,
     directly or indirectly, during the term of the Governance Agreement shall
     have sold, transferred or otherwise disposed of, on a cumulative basis,
     Beneficial Ownership of shares of Common Stock and/or Convertible Preferred
     Stock together representing 33 1/3% or more of the Total Voting Power of
     the Corporation represented by the aggregate number of Original Goldman
     Shares and Initial Goldman Shares as of March 19, 2003 to Persons that are
     not Goldman Investors, then the Corporation shall exercise all authority
     under applicable law to cause any slate of directors presented to
     stockholders for election to the Board of Directors to consist of such
     nominees that, if elected, would result in the Board of Directors
     consisting of two Goldman Directors and eight Non-Goldman Directors
     (including at least six Independent Directors)

          (ii)   For so long as the Goldman Investors Beneficially Own less than
     20% but at least 15% of the Total Voting Power of the Corporation, subject
     to Sections 16(d) and 17(b)(vi), the Corporation shall exercise all
     authority under applicable law to cause any slate of directors presented to
     stockholders for election to the Board of Directors to consist of such
     nominees that, if elected, would result in the Board of Directors
     consisting of two Goldman Directors and eight Non-Goldman Directors
     (including at least six Independent Directors); PROVIDED, HOWEVER, that if
     the Goldman Investors, directly or indirectly, during the term of the
     Governance Agreement shall have sold, transferred or otherwise disposed of,
     on a cumulative basis, Beneficial Ownership of shares of Common Stock
     and/or Convertible Preferred Stock together representing 66 2/3% or more of
     the Total Voting Power of the Corporation represented by the aggregate
     number of Original Goldman Shares and Initial Goldman Shares as of the
     March 19, 2003 to Persons that are not Goldman Investors, then the
     Corporation shall exercise all authority under applicable law to cause any
     slate of directors presented to stockholders for election to the Board of
     Directors to consist of such nominees that, if elected, would result in the
     Board of Directors consisting of one Goldman Director and nine Non-Goldman
     Directors (including at least seven Independent Directors).

          (iii)  For so long as the Goldman Investors Beneficially Own less than
     15% but at least 10% of the Total Voting Power of the Corporation, subject
     to Sections 16(d) and 17(b)(vi), the Corporation shall exercise all
     authority under applicable law to cause any slate of directors presented to
     stockholders for election to the Board of Directors to consist of such
     nominees that, if elected, would result in the Board of Directors
     consisting of one Goldman Director and nine Non-Goldman Directors
     (including at least seven Independent Directors).

          (iv)   In order to determine (x) the number of Goldman Nominees to be
     included in any slate of directors to be presented to stockholders for
     election to the Board of Directors and (y) the percentage of the Total
     Voting Power of the

                                       14


     Corporation Beneficially Owned by the Goldman Investors for purposes of
     Section 20, the Goldman Investors shall be deemed to Beneficially Own a
     percentage of the Total Voting Power of the Corporation that is no more
     than (1) 39.3% of the Total Voting Power of the Corporation less (2) the
     percentage of the Total Voting Power of the Corporation represented by any
     Voting Securities disposed of, directly or indirectly, by the Goldman
     Investors to Persons that are not Goldman Investors since March 19, 2003.

          (v)    The Goldman Additional Shares shall not be included in any
     calculation of the Goldman Investors' Beneficial Ownership of the Total
     Voting Power of the Corporation under these Bylaws.

          (vi)   Notwithstanding anything in these By-Laws, the Corporation may
     increase the size of the Board of Directors through the appointment of one
     or more additional independent directors (as such term is used in the NYSE
     listing requirements) in order to comply with any applicable law,
     regulation or NYSE rule; PROVIDED, THAT, in the event of any such change,
     the Corporation will use its commercially reasonable best efforts to give
     the Goldman Investors the right to nominate, as nearly as possible, that
     proportion of the directors as permitted by the terms of Sections 17(b)(i),
     17(b)(ii) and 17(b)(iii). Any director appointed to the Board of Directors
     pursuant to the first clause of this Section 17(b)(vi) shall be selected by
     a majority of the Independent Directors and shall be an Independent
     Director. Each of the Goldman Investors shall perform any and all actions
     as reasonably requested by the Corporation in order for the Board of
     Directors to be changed pursuant to this Section 17(b)(vi).

          18.    DESIGNATION OF SLATE. Any Berkshire/Greenbriar Nominees or
Goldman Nominees that are included in a slate of directors pursuant to Section
17 shall be designated by the Berkshire/Greenbriar Investors, in accordance with
the Stockholders Agreement, on the one hand, or the Goldman Investors, in
accordance with the Governance Agreement, on the other hand, respectively. Any
Non-Berkshire/Greenbriar Director nominees and any Non-Goldman Director nominees
who are to be included in any slate of directors pursuant to Section 17 shall be
designated by majority vote of the then incumbent Directors who are not
Investors' Directors (including the Chairman of the Board if he or she is an
Independent Director). The Corporation's nominating committee, if any (or if
there is no such nominating committee, the Board of Directors or any other duly
authorized committee thereof) shall nominate each person so designated.

          19.    COMMITTEE MEMBERSHIP. (i) So long as the Berkshire/Greenbriar
Investors shall be entitled to designate two Berkshire/Greenbriar Nominees for
election to the Board of Directors, the finance, compensation, nominating, audit
and any other committee of the Board of Directors shall consist of at least one
Berkshire/Greenbriar Director; PROVIDED, HOWEVER, that if no
Berkshire/Greenbriar Director is eligible for membership on an above-listed
committee under then-applicable listing standards of the NYSE or any other
applicable law, rule or regulation, then such committee of the Board of
Directors shall include a Berkshire/Greenbriar Director only

                                       15


when so permitted by the listing standards of the NYSE or any other applicable
law, rule or regulation; PROVIDED, FURTHER, that the Corporation shall exercise
all authority under applicable law, rule and regulation to permit the inclusion
of any Berkshire/Greenbriar Director designated by the Berkshire/Greenbriar
Investors on such committee, including, without limitation, causing an increase
in the number of directors on such committee and (ii) so long as the Goldman
Investors shall be entitled to designate two or more Goldman Nominees for
election to the Board of Directors, the finance, compensation, nominating, audit
and any other committee of the Board of Directors shall consist of at least one
Goldman Director; PROVIDED, HOWEVER, that if no Goldman Director is eligible for
membership on an above-listed committee under then-applicable listing standards
of the NYSE or any other applicable law, rule or regulation, then such committee
of the Board of Directors shall include a Goldman Director only when so
permitted by the listing standards of the NYSE or any other applicable law, rule
or regulation; PROVIDED, FURTHER, that the Corporation shall exercise all
authority under applicable law, rule and regulation to permit the inclusion of
any Goldman Director designated by the Goldman Investors on such committee,
including, without limitation, causing an increase in the number of directors on
such committee. To the extent that (i) Berkshire/Greenbriar Directors are not
eligible for membership on the finance committee, compensation committee,
nominating committee, audit committee and/or other committees of the Board of
Directors, the Berkshire/Greenbriar Investors shall be entitled to designate a
representative to attend and observe such committee meetings, provided that the
observation is not prohibited by applicable listing standards, laws, rules or
regulations, and (ii) Goldman Directors are not eligible for membership on the
finance committee, compensation committee, nominating committee, audit committee
and/or other committees of the Board of Directors, the Goldman Investors shall
be entitled to designate a representative to attend and observe such committee
meetings, provided that the observation is not prohibited by applicable listing
standards, laws, rules or regulations.

          20.    APPROVALS. The Board of Directors shall not authorize, approve
or ratify any of the following actions without the approval of (i) a majority of
the Berkshire/Greenbriar Investors' Directors for so long as and at any time the
Berkshire/Greenbriar Investors Beneficially Own 15% or more of the Total Voting
Power of the Corporation, and, if the Berkshire/Greenbriar Investors' percentage
Beneficial Ownership of the Total Voting Power of the Corporation is reduced
below 15% by an issuance of Voting Securities by the Corporation, no such
authorization, approval or ratification shall be given by the Board of Directors
without the approval of a majority of the Berkshire/Greenbriar Directors (x)
until 10 business days after the Corporation notifies the Berkshire/Greenbriar
Investors in writing of such issuance, and (y) if the Berkshire/Greenbriar
Investors shall have notified the Corporation within 10 business days after
their receipt of a written notification of such issuance that the
Berkshire/Greenbriar Investors, pursuant to the option granted to the
Berkshire/Greenbriar Investors by Section 3.02 of the Stockholders Agreement,
intend to acquire a sufficient amount of Voting Securities within such 90-day
period referred to therein, so that the Berkshire/Greenbriar Investors will
Beneficially Own at least 15% of the Total Voting Power of the Corporation by
the end of such 90-day period subject to Section 16(d), during the 90-day period
following an issuance of Voting Securities by the Corporation that causes the
Berkshire/Greenbriar Investors to Beneficially Own less than

                                       16


15% of the Total Voting Power of the Corporation and (ii) a majority of the
Goldman Directors for so long as and at any time (subject to the provisions of
Sections 17(b)(vi)) the Goldman Investors Beneficially Own 15% or more of the
Total Voting Power of the Corporation and, if the Goldman Investors' percentage
Beneficial Ownership of the Total Voting Power of the Corporation is reduced
below 15% by an issuance of Voting Securities by the Corporation, no such
authorization, approval or ratification shall be given by the Board of Directors
without the approval of a majority of the Goldman Directors (x) until 10
business days after the Corporation notifies the Goldman Investors in writing of
such issuance, and (y) if the Goldman Investors shall have notified the
Corporation within 10 business days after their receipt of a written
notification of such issuance that the Goldman Investors, pursuant to the option
granted to the Goldman Investors by Section 3.02 of the Governance Agreement,
intend to acquire a sufficient amount of Voting Securities within such 90-day
period referred to therein, so that the Goldman Investors will Beneficially Own
at least 15% of the Total Voting Power of the Corporation by the end of such
90-day period subject to Section 16(d), during the 90-day period following an
issuance of Voting Securities by the Corporation that causes the Goldman
Investors to Beneficially Own less than 15% of the Total Voting Power of the
Corporation:

                 (a)  any merger, consolidation, acquisition or other business
combination involving the Corporation or any Subsidiary of the Corporation
(other than a Buyout Transaction) if the value of the consideration to be paid
or received by the Corporation and/or its stockholders in any such individual
transaction or in such transaction when added to the aggregate value of the
consideration paid or received by the Corporation and/or its stockholders in all
other such transactions approved by the Board of Directors during the
immediately preceding 12 months exceeds the greater of (x) $75 million or (y)
11% of the Corporation's total consolidated assets;

                 (b)  any sale, transfer, assignment, conveyance, lease or other
disposition or any series of related dispositions of any assets, business or
operations of the Corporation or any of its Subsidiaries (other than a Buyout
Transaction) if the value of the assets, business or operations so disposed
during the immediately preceding 12 months exceeds the greater of (x) $75
million or (y) 11% of the Corporation's total consolidated assets; or

                 (c)  any issuance by the Corporation or any Significant
Subsidiary of the Corporation of equity or equity-related securities (other than
(i) pursuant to customary employee or director stock option or incentive
compensation or similar plans approved by the Board of Directors or a duly
authorized committee of the Board of Directors, (ii) pursuant to transactions
solely among the Corporation and its wholly owned Subsidiaries (including any
Subsidiaries which would be wholly owned by the Corporation but for the issuance
of directors' or shareholders' qualifying shares), (iii) upon conversion of
convertible securities or upon exercise of warrants or options, which
convertible securities, warrants or options are either outstanding on March 19,
2003 (including, without limitation, issuances of securities upon any payment of
dividends on, redemption of, or otherwise payable with respect to the Series A
Convertible Preferred Stock or the Series B Convertible Preferred Stock), or
approved by the Board of

                                       17


Directors or a duly authorized committee of the Board of Directors after March
19, 2003, in accordance with Section 2.06 of the Governance Agreement and
Section 2.06 of the Stockholders Agreement, or (iv) in connection with any
mergers, consolidations, acquisitions or other business combinations involving
the Corporation or any Subsidiary of the Corporation which are approved by the
Board of Directors or a duly authorized committee of the Board of Directors in
accordance with Section 2.06 of the Governance Agreement and Section 2.06 of the
Stockholders Agreement (if either is applicable)) for which the consideration
received by the Corporation for such transactions during the immediately
preceding 12 months exceeds $25 million.

          21.    NONEXCLUSIVITY. The Goldman Investors' and the
Berkshire/Greenbriar Investors' rights under Sections 14, 15, 16, 17, 18, 19,
and 20 shall not be deemed exclusive of any rights related to similar matters to
which the Goldman Investors and the Berkshire/Greenbriar Investors may be
entitled under these Bylaws, the Certificate of Incorporation, any agreement
(including the Governance Agreement and the Stockholders Agreement) or
otherwise.

          22.    QUORUM AND REQUIRED VOTE. Six (6) of the directors then in
office, including at least two Independent Directors, shall constitute a quorum
for the transaction of business. Except as otherwise provided by the Certificate
of Incorporation or these Bylaws, every act or decision done or made by a
majority of the directors present at a meeting duly held at which a quorum is
present is the act of the Board of Directors. Subject to Section 3.03 of the
Governance Agreement and Section 3.03 of the Stockholders Agreement, as
applicable, for so long as there are any Goldman Directors or
Berkshire/Greenbriar Investors Directors serving on the Board of Directors, the
Board of Directors shall not authorize, approve or ratify any action, at a
meeting of the Board of Directors, by written consent or otherwise, without the
approval of a minimum of six (6) members of the Board of Directors, of which at
least two (2) of such six (6) members shall be Independent Directors, or in the
event that the Board of Directors shall consist of less than six (6) members due
to vacancies on the Board of Directors, the approval of all members of the Board
of Directors, shall be required for authorization, approval or ratification of
any action.

          23.    REMOVAL. Except as provided in the Certificate of Incorporation
and in Section 16 hereof, a director may be removed from office at any time,
with or without cause, by the affirmative vote of the holders of a majority of
the outstanding shares entitled to vote at an election of directors. No
reduction in the number of directors shall have the effect of removing any
director prior to the expiration of his term.

          24.    RESIGNATION. Any director may resign by giving written notice
to the Chairman of the Board, the Chief Executive Officer, the Secretary or the
Board of Directors. Such resignation shall be effective when given unless the
notice specifies a later time. The resignation shall be effective regardless of
whether it is accepted by the Corporation.

          25.    COMPENSATION. If the Board of Directors so resolves, the
directors, including the Chairman of the Board, shall receive compensation and
expenses

                                       18


of attendance at meetings of the Board of Directors and committees of the Board
of Directors. Nothing herein shall preclude any director from serving the
Corporation in another capacity and receiving compensation for such service.

          26.    COMMITTEES. Subject to Section 19, the Board of Directors may,
by resolution adopted by a majority of the authorized number of directors,
designate one or more committees, each consisting of two or more directors, to
serve at the pleasure of the Board of Directors. In the absence or
disqualification of any member of a committee of the Board of Directors, the
other members thereof present at any meeting and not disqualified from voting,
whether or not he or they constitute a quorum, may, subject to Section 19,
unanimously appoint another member of the Board of Directors to act in the place
of such absent or disqualified member. The Board of Directors may, subject to
Section 19, designate one or more directors as alternate members of a committee
who may replace any absent member at any meeting of the committee. To the extent
permitted by resolution of the Board of Directors, a committee may exercise all
of the authority of the Board of Directors to the extent permitted by Section
141(c) of the GCL.

          27.    TIME AND PLACE OF MEETINGS AND TELEPHONE MEETINGS. Immediately
following each annual meeting of stockholders (or at such other time and place
as may be determined by the Board of Directors), the Board of Directors shall
hold a regular meeting for purposes of organizing the Board of Directors,
electing officers, appointing committees and transacting other business. The
Board of Directors may establish by resolution the times, if any, that other
regular meetings of the Board of Directors shall be held. All meetings of
directors shall be held at the principal executive office of the Corporation or
at such other place, whether within or without the State of Delaware, as shall
be designated in the notice for the meeting or in a resolution of the Board of
Directors. Directors may participate in a meeting through use of conference
telephone or similar communications equipment, so long as all directors
participating in such meeting can hear each other.

          28.    CALL. Meetings of the Board of Directors, whether regular or
special, may be called by the Chairman of the Board, the Chief Executive
Officer, the Secretary or any two directors.

          29.    NOTICE. Regular meetings of the Board of Directors may be held
without notice if the date and time of such meetings have been fixed by the
Board of Directors. Special meetings shall be held upon four days' notice by
mail, 24 hours notice delivered personally or by telephone, telegraph or
confirmed fax or on such shorter notice as the person or persons calling such
meeting may deem necessary or appropriate under the circumstances. Regular
meetings shall be held upon similar notice if notice is required for such
meetings. Neither a notice nor a waiver of notice need specify the purpose of
any regular or special meeting. Notice sent by mail, telegram or fax shall be
addressed to a director at his business or home address/fax number as shown upon
the records of the Corporation, or at such other address/fax number as the
director specifies in writing delivered to the Corporation, or if such an
address/fax number is not so shown on such records and no written instructions
have been received from the director, at the place at

                                       19


which meetings of directors are regularly held. Such mailing, telegraphing,
delivery or transmittal, as above provided, shall be due, legal and personal
notice to such director. If a meeting is adjourned for more than 24 hours,
notice of the adjourned meeting shall be given prior to the time of such meeting
to the directors who were not present at the time of the adjournment.

          30.    MEETING WITHOUT REGULAR CALL AND NOTICE. The transaction of
business at any meeting of the Board of Directors, however called and noticed or
wherever held, is as valid as though transacted at a meeting duly held after
regular call and notice if a quorum is present and if, either before or after
the meeting, each of the directors not present signs a written waiver of notice,
a consent to holding the meeting or an approval of the minutes of the meeting.
For such purposes, a director shall not be considered present at a meeting if,
although in attendance at the meeting, the director protests the lack of notice
prior to the meeting or at its commencement.

          31.    ACTION WITHOUT MEETING. Any action required or permitted to be
taken by the Board of Directors may be taken without a meeting, if all of the
members of the Board of Directors individually or collectively consent in
writing to such action. In addition, all directors (including those who are not
members of a particular committee) shall receive notice of, and shall be
entitled to attend, all meetings of any committee of the Board of Directors.
Only those directors who are members of a particular committee shall be entitled
to vote at meetings thereof.

          32.    COMMITTEE MEETINGS. The principles set forth in Sections 27
through 31 of these Bylaws shall also apply to committees of the Board of
Directors and to actions taken by such committees.

          33.    HONORARY ADVISORS TO THE BOARD. The Board of Directors may
appoint one or more Honorary Advisors, who shall hold such position for such
period, shall have such authority and perform such duties as the Board of
Directors may specify, subject to change at any time by the Board of Directors.
An Honorary Advisor to the Board of Directors shall not be a director for any
purpose or with respect to any provision of the Certificate of Incorporation,
these Bylaws or of the GCL, and shall have no vote as a director. However, an
Honorary Advisor to the Board of Directors may receive such compensation and
expense reimbursement as the Board of Directors shall from time to time
determine.

                                    OFFICERS

          34.    TITLES AND RELATION TO BOARD OF DIRECTORS. The officers of the
Corporation shall include a Chief Executive Officer, a President and a
Secretary. The Board of Directors may also choose a Chairman of the Board, one
or more Vice Chairmen of the Board, a Chief Operating Officer, a Chief Financial
Officer, a General Counsel, a Treasurer, and one or more Vice Presidents (who
may be designated Executive or Senior Vice Presidents), Assistant Secretaries,
Assistant Treasurers or other officers. All officers shall perform their duties
and exercise their powers subject to the direction of the Chief Executive
Officer and the overriding direction of the Board of

                                       20


Directors. If there shall occur a vacancy in any office, in the absence of the
appointment of a replacement by the Board of Directors, the Chief Executive
Officer shall have the right and power to appoint a Secretary, a Treasurer, a
Chief Operating Officer, a Chief Financial Officer, a General Counsel, one or
more additional Vice Presidents (who may be designated Executive or Senior Vice
Presidents), one or more Assistant Secretaries and one or more Assistant
Treasurers, all of whom shall serve at the pleasure of the Board of Directors,
and shall perform their duties and exercise their powers subject to the
direction of the Chief Executive Officer and the overriding direction of the
Board of Directors. Any number of offices may be held simultaneously by the same
person.

          35.    ELECTION, TERM OF OFFICE AND VACANCIES. At its regular annual
meeting, the Board of Directors shall choose the officers of the Corporation.
The officers shall hold office until their successors are chosen, except that
the Board of Directors may remove any officer at any time. Subject to Section 34
of these Bylaws, if an office becomes vacant for any reason, the vacancy shall
be filled by the Board of Directors.

          36.    RESIGNATION. Any officer may resign at any time upon written
notice to the Corporation without prejudice to the rights, if any, of the
Corporation under any contract to which the officer is a party. Such resignation
shall be effective when given unless the notice specifies a later time. The
resignation shall be effective regardless of whether it is accepted by the
Corporation.

          37.    COMPENSATION. The Board of Directors shall fix the compensation
of the Chairman of the Board, any Vice Chairman, the Chief Executive Officer and
the President and may fix the salaries of other employees of the Corporation
including the other officers. If the Board of Directors does not fix the
salaries of the other officers, the Chief Executive Officer shall fix such
salaries.

          38.    CHAIRMAN OF THE BOARD. The Chairman of the Board shall, if
present, preside at all meetings of the Board of Directors, and exercise and
perform such other powers and duties as may be from time to time assigned to him
by the Board of Directors or prescribed by these Bylaws.

          39.    CHIEF EXECUTIVE OFFICER. Unless otherwise determined by the
Board of Directors, the Chief Executive Officer shall be deemed general manager
of the Corporation. The Chief Executive Officer shall effectuate orders and
resolutions of the Board of Directors and exercise such other powers and perform
such other duties as the Board of Directors shall from time to time prescribe.

          40.    PRESIDENT AND VICE PRESIDENTS. Unless otherwise determined by
the Board of Directors, in the absence or disability of the Chief Executive
Officer, the President, and in the absence or disability of the President, the
Vice President (who may be designated Executive or Senior Vice President), if
any, or if more than one, the Vice Presidents (who may be designated Executive
or Senior Vice Presidents) in order of their rank as fixed by the Board of
Directors or, if not so ranked, the Vice President (who may be designated
Executive or Senior Vice President) designated by the

                                       21


Board of Directors, shall perform all the duties of the Chief Executive Officer,
and when so acting shall have all the powers of, and be subject to all the
restrictions upon, the Chief Executive Officer. The President and Vice
Presidents (who may be designated Executive or Senior Vice Presidents) shall
have such other powers and perform such other duties as from time to time may be
prescribed for them by the Board of Directors or these Bylaws.

          41.    SECRETARY. The Secretary (or in his absence an Assistant
Secretary or, if there be no Assistant Secretaries, another person designated by
the Board of Directors) shall have the following powers and duties:

                 (a)  RECORD OF CORPORATE PROCEEDINGS. The Secretary shall
attend all meetings of the Board of Directors and its committees and shall
record all votes and the minutes of such meetings in a book to be kept for that
purpose at the principal executive office of the Corporation or at such other
place as the Board of Directors may determine. The Secretary shall keep at the
Corporation's principal executive office the original or a copy of these Bylaws,
as amended from time to time.

                 (b)  RECORD OF SHARES. Unless a transfer agent is appointed by
the Board of Directors to keep a share register, the Secretary shall keep at the
principal executive office of the Corporation a share register showing the names
of the stockholders and their addresses, the number and class of shares held by
each, the number and date of certificates issued, and the number and date of
cancellation of each certificate surrendered for cancellation.

                 (c)  NOTICES. The Secretary shall give such notices as may be
required by law or these Bylaws.

                 (d)  ADDITIONAL POWERS AND DUTIES. The Secretary shall exercise
such other powers and perform such other duties as the Board of Directors or the
Chief Executive Officer shall from time to time prescribe.

          42.    TREASURER. Unless otherwise determined by the Board of
Directors, the Treasurer of the Corporation shall be its chief financial
officer, and shall have custody of the corporate funds and securities and shall
keep adequate and correct accounts of the Corporation's properties and business
transactions. The Treasurer shall disburse such funds of the Corporation as may
be ordered by the Board of Directors or by one or more persons authorized by the
Board of Directors, taking proper vouchers for such disbursements, and when
requested shall render to the Chief Executive Officer, the Board of Directors
and, if applicable, the Chief Financial Officer, an account of all transactions
and the financial condition of the Corporation and shall exercise such other
powers and perform such other duties as the Board of Directors, the Chief
Executive Officer or, if applicable, the Chief Financial Officer shall
prescribe.

          43.    OTHER OFFICERS AND AGENTS. Such other officers and agents as
the Board of Directors may choose shall perform such duties and have such powers
as from time to time may be assigned to them by the Board of Directors. The

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Board of Directors may delegate to any other officer of the Corporation the
power to choose such other officers and to prescribe their respective duties and
powers.

                                     SHARES

          44.    CERTIFICATES. Every stockholder shall be entitled to have a
certificate or certificates certifying the number and class of shares of the
capital stock of the Corporation owned by him. All such certificates shall be
signed in the manner prescribed in the GCL. Any signature on such certificates
may be a facsimile signature. The Board of Directors shall have the power to
appoint one or more transfer agents and/or registrars for the transfer or
registration of certificates of stock of any class, and may require stock
certificates to be countersigned or registered by one or more of such transfer
agents and/or registrars.

          45.    TRANSFERS OF SHARES OF CAPITAL STOCK. Transfers of shares shall
be made only upon the transfer books of the Corporation, kept at the office of
the Corporation or transfer agents and/or registrars designated by the Board of
Directors. Before any new certificate is issued, the old certificate shall be
surrendered for cancellation.

          46.    STOCKHOLDERS OF RECORD. Only stockholders of record shall be
entitled to be treated by the Corporation as the holders in fact of the shares
standing in their respective names and the Corporation shall not be bound to
recognize any equitable or other claim to or interest in any share of any other
person, whether or not it shall have express or other notice thereof, except as
expressly provided by law.

          47.    LOST, STOLEN OR DESTROYED CERTIFICATES. The Corporation may
cause a new stock certificate to be issued in place of any certificate
previously issued by the Corporation alleged to have been lost, stolen or
destroyed. The Corporation may, at its discretion and as a condition precedent
to such issuance, require the owner of such certificate to deliver an affidavit
stating that such certificate was lost, stolen or destroyed, or to give the
Corporation a bond or other security sufficient to indemnify it against any
claim that may be made against it, including any expense or liability, on
account of the alleged loss, theft or destruction or the issuance of a new
certificate.

          48.    STOCKHOLDERS RECORD DATE. In order that the Corporation may
determine the stockholders entitled to notice of and to vote at any meeting of
stockholders or any adjournment thereof, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful action, the Board of Directors may fix a
record date, which shall be not more than sixty (60) days nor less than ten (10)
days before the date of such meeting. A determination of stockholders of record
entitled to notice of and to vote at a meeting of

                                       23


stockholders shall apply to any adjournment of the meeting, PROVIDED, HOWEVER,
that the Board of Directors may fix a new record date for the adjourned meeting,
and shall fix a new record date for such adjourned meeting if the adjourned
meeting is to take place more than thirty (30) days from the date set for the
original meeting.

          49.    DIVIDENDS. Subject to the provisions of the Certificate of
Incorporation and the GCL, the Board of Directors may, out of funds legally
available therefor, declare dividends upon the stock of the Corporation. Before
the declaration of any dividend, the Board of Directors may set apart, out of
any funds of the Corporation available for dividends, such sum or sums as from
time to time in its discretion may be deemed proper for working capital or as a
reserve fund to meet contingencies or for such other purposes as shall be deemed
conducive to the interests of the Corporation.

                                   AMENDMENTS

          50.    ADOPTION OF AMENDMENTS. The Board of Directors is authorized
and empowered from time to time in its discretion to make, alter, amend or
repeal these Bylaws, except as such power may be restricted or limited by the
GCL; PROVIDED, HOWEVER, that the provisions set forth in Sections 14, 16(a)-(d),
17, 18, 19, 20 or this Section 50 shall not be amended or repealed unless the
Investors shall have consented thereto in writing. Notwithstanding the foregoing
(i) those provisions of Sections 14, 16(b)-(d), 17, 18, 19, 20 and the proviso
in the preceding sentence of this Section 50 pertaining to the
Berkshire/Greenbriar Investors shall be automatically repealed and cease to have
any force or effect on the date upon which the Berkshire/Greenbriar Investors'
rights under the Stockholders Agreement terminate pursuant to the terms of such
agreement and (ii) those provisions of Sections 14, 16(b)-(d), 17, 18, 19, 20
and the proviso in the preceding sentence of this Section 50 pertaining to the
Goldman Investors shall be automatically repealed and cease to have any force or
effect on the date upon which the Goldman Investors' rights under the Governance
Agreement terminate pursuant to the terms of such agreement

          51.    RECORD OF AMENDMENTS. Whenever an amendment or new bylaw is
adopted, it shall be copied in the book to be kept for that purpose at the
principal executive office of the Corporation or at such other place as the
Board of Directors may determine. If any bylaw is repealed, the fact of repeal
with the date of the meeting at which the repeal was enacted or written consent
with respect thereto was filed shall be stated in said book.

                                 CORPORATE SEAL

          52.    FORM OF SEAL. The corporate seal shall be circular in form, and
shall have inscribed thereon the name of the Corporation, the date of its
incorporation and the word "Delaware".

                                  MISCELLANEOUS

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          53.    CHECKS, DRAFTS, ETC. All checks, drafts, or other orders for
payment of money, notes, or other evidences of indebtedness, issued in the name
of or payable by or to the Corporation, shall be signed or endorsed by the Chief
Executive Officer, the President, the Chief Financial Officer, the Treasurer or
such other person or persons as may from time to time be so authorized in
accordance with a resolution of the Board of Directors.

          54.    CONTRACTS, ETC.; HOW EXECUTED. Except as otherwise provided in
these Bylaws, the Chief Executive Officer, the President, any Vice President
(who may be designated Executive or Senior Vice President) or Treasurer, or such
other officer or officers as may from time to time be so authorized in
accordance with a resolution of the Board of Directors, shall have the power and
authority to sign and execute on behalf of the Corporation deeds, conveyances
and contracts, and any and all other documents requiring execution by the
Corporation. The Board of Directors may authorize any other officer or officers,
or agent or agents, to enter into any contract or execute any instrument in the
name of and on behalf of the Corporation, and such authority may be general or
confined to specific instances.

          55.    REPRESENTATION OF SHARES OF OTHER CORPORATIONS. The Chief
Executive Officer, the President or any Vice President (who may be designated
Executive or Senior Vice President) or the Secretary or Assistant Secretary of
the Corporation are authorized to vote, represent, and exercise on behalf of the
Corporation all rights incident to any and all shares of any other corporation
or corporations standing in the name of the Corporation. The authority herein
granted to said officers to vote or represent on behalf of the Corporation any
and all shares held by the Corporation in any other corporation or corporations
may be exercised either by such officers in person or by any other person
authorized so to do by proxy or power of attorney duly executed by said
officers.

          56.    INSPECTION OF BYLAWS. The Corporation shall keep in its
principal office for the transaction of business the original or a copy of these
Bylaws as amended or otherwise altered to date, certified by the Secretary,
which shall be open to inspection by the stockholders at all reasonable times
during office hours.

          57.    FISCAL YEAR. The fiscal year of the Corporation shall be fixed
by resolution of the Board of Directors.

          58.    CONSTRUCTION AND DEFINITIONS. Unless the context otherwise
requires, the general provisions, rules and construction, and definitions
contained in the GCL shall govern the construction of these Bylaws. Without
limiting the generality of the foregoing, the masculine gender includes the
feminine and neuter, the singular number includes the plural and the plural
number includes the singular, and the term "person" includes a corporation or
other entity or organization as well as a natural person.

          59.    SEVERABILITY. If any provision of these Bylaws is determined to
be invalid, void, illegal or unenforceable, the remaining provisions of these
Bylaws

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shall continue to be valid and enforceable and shall in no way be affected,
impaired or invalidated thereby.

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