EXHIBIT 3.32

                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                        BEHAVIORAL HEALTHCARE CORPORATION

                                    ARTICLE I

                                     OFFICES

                  Section 1.1. Registered Office. The registered office of the
corporation shall be maintained in the City of New Castle, State of Delaware,
and the corporation is the Registered Agent at such address.

                  Section 1.2. Other Offices. The corporation may also have an
office or offices at such other places as the Board of Directors may from time
to time determine or the business of the corporation may require.

                                   ARTICLE II

             CLASSES OF STOCK; VOTING RIGHTS; STOCKHOLDERS' MEETINGS

                  Section 2.1. Classes of Stock, Voting Subordinated Notes. In
accordance with the Restated Certificate of Incorporation of the corporation,
the corporation has the authority to issue shares of Common Stock, par value
$.01 per share, shares of Preferred Stock, par value $.01 per share, and
subordinated notes (the "Notes"), with non-detachable stock purchase warrants
(the "Warrants"), the holders of which Notes, to the extent provided for in the
Restated Certificate of Incorporation of the corporation, are entitled to vote
on each matter on which stockholders of the corporation generally are entitled
to vote. Each reference herein to a "stockholder" or to "stockholders" shall,
unless the context shall require otherwise, mean and apply to holders of Common
Stock, Preferred Stock and holders of the Notes as long as and to the extent
that the Warrants have not been exercised.

                  Section 2.2. Stockholder Votes.

                  (a)      Except as otherwise provided by law, each outstanding
share of Common Stock, each Note with unexercised Warrants attached and each
share of Preferred Stock, if any, having voting rights shall be entitled to vote
on each matter on which the stockholders of the corporation are entitled to
vote. Each share of Common Stock shall be entitled to one vote. Each Note shall
have the number of votes equal to the number of shares of Common Stock which the
holder of such Note would obtain upon exercise of the Warrant attached to such
Note, and such number of shares of Common Stock shall be included in determining
the number of shares voting



or entitled to vote on any such matter. Except as otherwise required by law, on
all matters on which stockholders of the corporation are entitled to vote,
holders of Notes with unexercised Warrants attached shall vote together as a
single class with holders of Common Stock, regardless of whether holders of the
Notes also have the right to vote separately as a class on any such matter
either hereunder or under applicable law. Any such right to a separate class
vote shall not be limited in any way by the participation of holders of the
Notes in the vote as a single class with holders of Common Stock. Each holder of
a Note with unexercised Warrants attached shall be entitled to notice of any
stockholders' meeting.

                  (b)      So long as any Notes with unexercised Warrants
attached shall be outstanding, the Common Stock shall not have the right to vote
separately as a class on any matter whatsoever. In the event that the voting
rights granted to holders of Notes by the Restated Certificate of Incorporation
of the corporation shall be held impermissible under applicable law or otherwise
unenforceable, then whenever a vote of holders of Common Stock shall be taken
(i) the corporation shall in advance of such vote solicit the votes of holders
of Notes with unexercised Warrants attached as if such voting rights were in
effect, and shall communicate the results of such solicitation to holders of
Common Stock (ii) holders of Common Stock shall cast their votes in such
proportion as will cause the results of such vote to be proportionately the same
as would have been the case had the votes of holders of Notes with unexercised
Warrants attached been included in the tabulation.

                  (c)      Holders of Notes with unexercised Warrants attached
shall have the right to vote separately as a class with respect to any merger or
consolidation of the corporation into or with another company or any sale of all
or substantially all of the assets of the corporation, unless pursuant to the
terms of such merger, consolidation or sale, the entire principal amount of the
Notes, together with all accrued but unpaid interest thereon, shall be paid.

                  Section 2.3. Annual Meeting. The annual meeting of the
stockholders shall be held at such place, date and hour as the Board of
Directors shall determine and designate in the notice or waiver of notice
thereof, at which they shall elect by ballot a Board of Directors and transact
such other business as may properly be brought before the meeting.

                  Section 2.4. Stockholders' List. At least ten days before
every meeting of stockholders, a complete list of the stockholders entitled to
vote at said meeting, arranged in alphabetical order and showing the address of
each stockholder and the number of shares registered in the name of each
stockholder, shall be prepared by the Secretary or through a transfer agent or
transfer clerk appointed by the Board of Directors. Such list shall be open to
the examination of any stockholder, for purpose germane to the meeting, during
ordinary business hours, for a period of at least ten days prior to the meeting
at the place where the meeting is to be held. The list shall also be produced
and kept at the time and place of the meeting during the whole time thereof, and
may be inspected by any stockholder who is present.

                  Section 2.5. Special Meetings. Special meetings of the
stockholders, for any

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purpose or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may be called by the President and shall be called
by the President or the Secretary at the request in writing of a majority of the
Board of Directors, or at the request in writing of stockholders owning at least
a majority of shares of the corporation issued and outstanding and entitled to
vote, by presenting a written request for such meeting to the Secretary of the
corporation. Such request shall state the purpose or purposes of the proposed
meeting.

                  Section 2.6. Notice of Meetings. Written notice of stockholder
meetings, stating the place, date and hour of the meeting and, in the case of a
special meeting, the purpose or purposes for which the meeting is called, shall
be given not less than ten nor more than sixty days before the date of the
meeting shall be deemed given when personally delivered or when deposited in the
United States mail, postage prepaid, directed to the stockholder at his address
as it appears on the records of the corporation.

                  Section 2.7 Quorum. The holders of a majority of the votes
represented by the shares of Common Stock, Notes and shares of Preferred Stock,
if any, having voting rights issued and outstanding and entitled to vote
thereat, present in person or represented by proxy, shall be requisite and shall
constitute a quorum at all meetings of the stockholders for the transaction of
business except as otherwise provided by statute, by the Certificate of
Incorporation or by these Bylaws. If, however, such quorum shall not be present
or represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, or the President, shall
have the power to adjourn the meeting from time to time, without notice other
than announcement at the meeting, of the place, date and hour of the adjourned
meeting, until a quorum shall again be present or represented by proxy. At the
adjourned meeting at which a quorum shall be present or represented by proxy,
the corporation may transact any business which might have been transacted at
the original meeting. 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 2.8. Voting. When a quorum is present at any meeting,
and subject to the provisions of the General Corporation Law of the State of
Delaware, the Certificate of Incorporation and these Bylaws in respect of the
vote that shall be required for a specified action, the vote of the holders of a
majority of the shares of Common Stock, Notes and Preferred Stock having voting
power, present in person or represented by proxy, shall decide any question
brought before such meeting. Each stockholder shall have one vote for each share
of stock having voting power registered in his name on the books of the
corporation, except as otherwise provided in the Certificate of Incorporation.

                  Section 2.9. Proxies. Each Stockholder entitled to vote at a
meeting of stockholders or to express consent or dissent to corporate action in
writing without a meeting may authorize another person or persons to act for him
by proxy, but no such proxy shall be voted or acted upon after three years from
its date, unless the proxy provides for a longer period.

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                  Section 2.10. Calling of Stockholder Meetings; Consents of
Holders. Holders who hold ten percent of the total number of votes represented
by the sum of (i) all outstanding shares of Common Stock, (ii) all outstanding
Notes and (iii) all outstanding shares of Preferred Stock, if any, having voting
rights (together, "Total Vote") shall have the right to call a meeting of
stockholders upon the shortest notice permitted by law. Holders may act by
written consent of the required percentage of the Total Vote with respect to the
matter acted upon in such written consent.

                  Section 2.11. Written Consent in Lieu of Meeting.
Notwithstanding anything set forth herein to the contrary, whenever the vote of
stockholders at a meeting thereof is required or permitted to be taken for or in
connection with any corporate action by any provisions of the General
Corporation Law of the State of Delaware or of the Certificate of Incorporation
or these Bylaws, the meeting, notice of the meeting, and vote of stockholders
may be dispensed with if stockholders owning stock having not less than the
minimum number of votes which, by statute, the Certificate of Incorporation or
these Bylaws is required to authorize such action at a meeting at which all
shares of Common Stock and Notes entitled to vote thereon were present and voted
shall consent in writing to such corporate action being taken; and such written
consents shall be delivered to the corporation by delivery to its principal
place of business or to the Secretary of the corporation. Delivery to the
corporation's registered office shall be by hand or by certified or registered
mail, return receipt requested; provided that prompt notice of the taking of
such action must be given to those stockholders who have not consented in
writing.

                                   ARTICLE III

                                    DIRECTORS

                  Section 3.1. General Powers. The business and affairs of the
corporation shall be managed by or under the direction of the Board of Directors
which may exercise all such powers of the corporation and do all such acts and
things as are not by the General Corporation Law of the State of Delaware nor by
the Certificate of Incorporation nor these Bylaws directed or required to be
exercised or done by the stockholders.

                  Section 3.2. Number of Directors; Election

                  (a) Numbers of Directors. The Board of Directors shall consist
of up to eleven members. The Directors shall be elected at the annual meeting of
the stockholders or as otherwise provided herein, and each director shall hold
office until his successor is elected and qualified or until his earlier
resignation or removal.

                  (b) Election of Certain Designees. The provisions of Sections
1.2 and 1.3 of the corporation's Stockholders' Agreement dated November 30, 1996
(the "Stockholders' Agreement") are hereby incorporated herein by this
reference.

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                  Section 3.3. Vacancies. If the office of any director becomes
vacant by reason of death, resignation, retirement, disqualification, removal
from office, or otherwise, or a new directorship is created, a majority of the
directors, though less than a quorum, or the holders of a plurality of shares
issued and outstanding and entitled to vote in elections of directors, shall
choose a successor or successors, or a director to fill the vacancy or newly
created directorship (in each case, subject to the right of the person and
entities described in the aforesaid Stockholders' Agreement to designate the
individual or individuals who shall replace any director or directors previously
designated by such person and entity who shall have died, resigned, retired,
become disqualified, been removed from office or otherwise ceased to serve as a
director of the corporation), who shall hold office for the unexpired term or
until the next election of directors.

                  Section 3.4. Place of Meetings. The Board of Directors may
hold its meetings at such place or places within or without the State of
Delaware as the Board of Directors may from time to time determine, or as may be
specified or fixed in the respective notices or waivers of notice of such
meetings.

                  Section 3.5. Committees of Directors. (a) General. The Board
of Directors may, by resolution or resolutions passed by a majority of the whole
Board, designate one or more special or outstanding committees, each committee
to consist of one or more of the directors of the corporation. The Board may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee. Any
such committee, to the extent provided in the resolution of the Board of
Directors, shall have and may exercise all the powers and authority of the Board
of Directors in the management of the business or affairs of the corporation,
and may authorize the seal of the corporation to be affixed to all papers which
may require it; but no such committee shall have power or authority in reference
to amending the Certificate of Incorporation, adopting an agreement of merger or
consolidation, recommending to the stockholders the sale, lease or exchange of
all or substantially all of the corporation's property and assets, recommending
to the stockholders a dissolution of the corporation or a revocation of a
dissolution, or amendment to the Bylaws of the corporation; and, unless the
resolution, Bylaws, or Certificate of Incorporation expressly so provide, no
such committee shall have the power or authority to declare a dividend or to
authorize the issuance of stock. Each committee or committees shall have such
name or names as may be determined from time to time by resolution adopted by
the Board of Directors. The committees shall keep regular minutes of their
proceedings and report the same to the Board of Directors when required.

                  (b)      Compensation Committee. There shall be a standing
compensation committee, having the authority to review the salary of Edward A.
Stack under his Employment Agreement and such committee shall be required to act
by unanimous vote of all its members with respect to such salary. At least one
member of such Compensation Committee shall be a director designated in
accordance with the provisions of Section 1.2(a)(iv) of the aforesaid
Stockholders' Agreement.

                  Section 3.6. Compensation of Directors. Directors, as such,
may receive such

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stated salary for their services and/or such fixed sums and expenses of
attendance for attendance at each regular or special meeting of the Board of
Directors as may be established by resolution of the Board; provided that
nothing herein contained shall be construed to preclude any director from
serving the corporation in any other capacity and receiving compensation
therefor. Members of special or standing committees may be allowed like
compensation for attending committee meetings.

                  Section 3.7. Annual Meeting. The annual meeting of the Board
of Directors shall be held immediately following the annual meeting of
stockholders each year, or at such other time as the Board of Directors shall
from time to time determine or as may be specified or fixed in the notice or
waiver of notice of such meeting.

                  Section 3.8. Special Meetings. Special meetings of the Board
of Directors may be held at any time on the call of the President or at the
request in writing of any two directors then in office. Any such meeting may be
held at such place as the Board may fix from time to time or as may be specified
or fixed in the notice or waiver of notice of such meeting.

                  Section 3.9. Notice of Meetings. Written notice of meetings of
the Board of Directors, stating the place, date and hour of the meeting shall be
given to each director at his address as it appears on the records of the
corporation, or in the absence of such address, at his residence or usual place
of business. If the Secretary shall fail to give notice, then the notice may be
given by the President or by any one of the directors who requested the meeting.
Notice shall be given at least 10 days prior to an annual meeting and at least
one day prior to a special meeting (unless given by United States mail, in which
case it shall be given at least five days prior to such meeting). Such notice
shall be deemed given when personally delivered, when transmitted by telegram or
facsimile or when deposited in the United States mail, postage prepaid,
addressed to the director as set forth above. Any meeting of the Board of
Directors shall be a legal meeting without any notice thereof having been given,
if all the directors shall be present thereat, and no notice of a meeting shall
be required to be given to any director who shall attend such meeting, except
when the director attends the meeting for the express purpose of objecting, at
the beginning of the meeting, to the transaction of any business because the
meeting is not lawfully called or convened.

                  Section 3.10. Action Without Meeting. Any action required or
permitted to be taken at any meeting of the Board of Directors or any committee
thereof may be taken without a meeting, if a written consent to such action is
signed by all members of the Board or of such committee, as the case may be, and
such written consent is filed with the minutes of proceedings of the Board of
Directors.

                  Section 3.11. Participation in Meeting by Means of
Communication Equipment. Members of the Board of Directors, or any committee
designated by the Board, may participate in a meeting of the Board or committee
by means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this section shall constitute presence in
person at such

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meeting.

                  Section 3.12. Quorum and Manner of Acting. Except as otherwise
provided in these Bylaws, a majority of the total number of directors then
constituting the whole Board shall constitute a quorum at any regular or special
meeting of the Board of Directors. Except as otherwise provided by statute, by
the Certificate of Incorporation or by these Bylaws, the vote of a majority of
the directors present at any meeting at which a quorum is present shall be the
act of the Board of Directors. In the absence of a quorum, a majority of the
directors present may adjourn the meeting from time to time until a quorum shall
be present. Notice of any adjourned meeting need not be given, except that
notice shall be given to all directors if the adjournment is for more than
thirty days.

                  Section 3.13. Chairman of the Board. The Chairman of the Board
shall preside over all meetings of the Board of Directors and shall perform such
other duties as the Board of Directors may from time to time determine.

                                   ARTICLE IV

                                    OFFICERS

                  Section 4.1. Executive Officers. The executive officers of the
corporation shall be a President, such number of Executive Vice Presidents and
Vice Presidents, if any, as the Board of Directors may determine, a Secretary, a
Treasurer and such other officers as may be determined from time to time by the
Board. One person may hold any number of said offices except that the same
person may not simultaneously hold the office of President and Secretary.

                  Section 4.2. Election, Term of Office and Eligibility. The
executive officers of the corporation shall be elected annually by the Board of
Directors at its annual meeting or at a special meeting held in lieu thereof.
Each officer, except such officers as may be appointed in accordance with the
provisions of Section 4.3, shall hold office until his successor shall have been
duly chosen and qualified or until his earlier resignation or removal. None of
the officers need be members of the Board.

                  Section 4.3. Subordinate Officers. The Board of Directors may
appoint such Assistant Secretaries, Assistant Treasurers, Controller and other
officers, and such agents as the Board may determine, to hold office for such
period and with such authority and to perform such duties as the Board may from
time to time determine. The Board may, by specific resolution, empower the chief
executive officer of the corporation to appoint any such subordinate officers or
agents.

                  Section 4.4. Removal. The President, any Executive Vice
President or Vice President, the Secretary and/or the Treasurer may be removed
at any time, either with or without

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cause, by resolution adopted by a vote of the majority of the total number of
directors then constituting the whole Board. Any subordinate officer appointed
pursuant to Section 4.3 may be removed at any time, either with or without
cause, by the majority vote of the directors present at any meeting of the Board
or by any committee or officer empowered to appoint such subordinate officers.

                  Section 4.5. Vacancies. A vacancy in any office due to death,
resignation, removal, disqualification, disability or any other cause shall be
filled for the unexpired portion of the term in the manner prescribed by these
Bylaws for the regular appointment or election to such office.

                  Section 4.6. The President. The President shall be the chief
executive officer of the corporation. He shall have executive authority to see
that all orders and resolutions of the Board of Directors are carried into
effect, and, subject to the control vested in the Board of Directors by statute,
by the Certificate of Incorporation or by these Bylaws, shall administer and be
responsible for the management of the business and affairs of the corporation.
He shall preside at all meetings of the stockholders; and in general he shall
perform all duties incident to the office of the President and such other duties
as from time to time may be assigned to him by the Board of Directors.

                  Section 4.7. Executive Vice Presidents and Vice Presidents. In
the event of the absence or disability of the President, each Executive Vice
President and Vice President, in the order designated, or in the absence of any
designation, then in the order of their election, shall perform the duties of
the President. The Executive Vice Presidents and Vice Presidents shall also
perform such other duties as from time to time may be assigned to them by the
Board of Directors or by the chief executive officer of the corporation.

                  Section 4.8. The Secretary. The Secretary shall:

                           (a)      Keep the minutes of the meetings of the
                  stockholders and of the Board of Directors and record all
                  votes;

                           (b)      See that all notices are duly given in
                  accordance with the provisions of these Bylaws or as required
                  by law;

                           (c)      Be custodian of the records and of the seal
                  of the corporation and see that the seal or a facsimile or
                  equivalent thereof is affixed to or reproduced on all
                  documents, the execution of which on behalf of the corporation
                  under its seal is duly authorized;

                           (d)      Have charge of the stock record books of the
                  corporation; and

                           (e)      In general, perform all duties incident to
                  the office of Secretary, and such other duties as are provided
                  by these Bylaws and as from time to time are assigned to him
                  by the Board of Directors or by the chief executive officer of
                  the

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                  corporation.

                  Section 4.9. Assistant Secretaries. If one or more Assistant
Secretaries shall be appointed pursuant to the provisions of Section 4.3
respecting subordinate officers, then, at the request of the Secretary, or in
his absence or disability, the Assistant Secretary designated by the Secretary
(or in the absence of such designations, then any one of such Assistant
Secretaries) shall perform the duties of the Secretary and when so acting shall
have all the powers of, and be subject to all the restrictions upon, the
Secretary.

                  Section 4.10. The Treasurer. The Treasurer shall:

                           (a)      Receive and be responsible for all funds of
                  and securities owned or held by the corporation and, in
                  connection therewith, among other things: keep or cause to be
                  kept full and accurate records and accounts for the
                  corporation; deposit or cause to be deposited to the credit of
                  the corporation all moneys, funds and securities so received
                  in such bank or other depositary as the Board of Directors or
                  an officer designated by the Board may from time to time
                  establish; and disburse or supervise the disbursement of the
                  funds of the corporation as may be properly authorized.

                           (b)      Render to the Board of Directors at any
                  meeting thereof, or from time to time whenever the Board of
                  Directors or the chief executive officer of the corporation
                  may require, financial and other appropriate reports on the
                  condition of the corporation; and

                           (c)      In general, perform all the duties incident
                  to the office of Treasurer and such other duties as from time
                  to time may be assigned to him by the Board of Directors or by
                  the chief executive officer of the corporation.

                  Section 4.11. Assistant Treasurers. If one or more Assistant
Treasurers shall be appointed pursuant to the provisions of Section 4.3
respecting subordinate officers, then, at the request of the Treasurer, or in
his absence or disability, the Assistant Treasurer designated by the Treasurer
(or in the absence of such designation, then any one of such Assistant
Treasurers) shall perform all the duties of the Treasurer and when so acting
shall have all the powers of and be subject to all the restrictions upon, the
Treasurer.

                  Section 4.12. Bonds. If the Board of Directors or the chief
executive officer shall so require, any officer or agent of the corporation
shall give bond to the corporation in such amount and with such surety as the
Board of Directors or the chief executive officer, as the case may be, may deem
sufficient, conditioned upon the faithful performance of their respective duties
and offices.

                  Section 4.13. Delegation of Duties. In case of the absence of
any officer of the

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corporation or for any other reason which may seem sufficient to the Board of
Directors, the Board of Directors may, for the time being, delegate his powers
and duties, or any of them, to any other officer or to any director.

                                    ARTICLE V

                                 SHARES OF STOCK

                  Section 5.1. Regulation. Subject to the terms of any contract
of the corporation, the Board of Directors may make such rules and regulations
as it may deem expedient concerning the issue, transfer, and registration of
certificates for shares of the stock of the corporation, including the issue of
new certificates for lost, stolen or destroyed certificates, and including the
appointment of transfer agents and registrars.

                  Section 5.2. Stock Certificates. Certificates for shares of
the stock of the corporation shall be respectively numbered serially for each
class of stock, or series thereof, as they are issued, shall be impressed with
the corporate seal or a facsimile thereof, and shall be signed by the President,
an Executive Vice President or a Vice President, and by the Secretary or
Treasurer, or an Assistant Secretary or an Assistant Treasurer, provided that
such signatures may be facsimiles on any certificate countersigned by a transfer
agent other than the corporation or its employee. Each certificate shall exhibit
the name of the corporation, the class (or series of any class) and number of
shares represented thereby, and the name of the holder. Each certificate shall
be otherwise in such form as may be prescribed by the Board of Directors.

                  Section 5.3. Transfer of Shares. Shares of the capital stock
of the corporation shall be transferable on the books of the corporation by the
holder thereof in person or by his duly authorized attorney, upon the surrender
or cancellation of a certificate or certificates for a like number of shares. As
against the corporation, a transfer of shares can be made only on the books of
the corporation and in the manner hereinabove provided, and the corporation
shall be entitled to treat the registered holder of any share as the owner
thereof and 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 statutes
of the State of Delaware.

                  Section 5.5. Fixing Date for Determination of Stockholders of
Record. (a) 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, the Board of Directors may fix a record date, which record
date shall not precede the date upon which the resolution fixing the record date
is adopted by the Board of Directors, and which record date shall not be more
than sixty nor less than ten days before the date of such meeting. If no record
is fixed by the Board of Directors, the record date for determining stockholders
entitled to notice of or to vote at a meeting of stockholders shall be at the
close of business on the day next preceding the day on which notice is given,
or, if notice is waived,

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at the close of business on the day next preceding the day on which the meeting
is held. A determination of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of the meeting;
providing, however, that the Board of Directors may fix a new record date for
the adjourned meeting.

                  (b)      In order that the corporation may determine the
stockholders entitled to consent to corporate action in writing without a
meeting, the Board of Directors may fix a record date, which record date shall
not precede the date upon which the resolution fixing the record date is adopted
by the Board of Directors. If no record date has been fixed by the Board of
Directors, the record date for determining stockholders entitled to consent to
corporate action in writing without a meeting, when no prior action by the Board
of Directors is required by the General Corporation Law of the State of
Delaware, shall be the first date on which a signed written consent setting
forth the action taken or proposed to be taken is delivered to the corporation
by delivery to its registered office in the State of Delaware, its principal
place of business, or an officer or agent of the corporation having custody of
the book in which proceedings of meetings by stockholders are recorded. Delivery
made to a corporation's registered office shall be by hand or by certified or
registered mail, return receipt requested. If no record date has been fixed by
the Board of Directors and prior action by the Board of Directors is required by
the General Corporation Law of the State of Delaware, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting shall be at the close of business on the day on which the
Board of Directors adopts the resolution taking such prior action.

                  (c)      In order that the corporation may determine the
stockholders entitled to receive payment of any dividend or other distribution
or allotment of any rights or the stockholders 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
record date shall not precede the date upon which the resolution fixing the
record date is adopted, and which record date shall be not more than sixty days
prior to such action. If no record date is fixed, the record date for
determining stockholders for any such purpose shall be at the close of business
on the day on which the Board of Directors adopts the resolution relating
thereto.

                  Section 5.6. Lost, Stolen and Destroyed Certificate. Any
stockholder claiming that a certificate representing shares of stock has been
lost, stolen or destroyed may make an affidavit or affirmation of the fact and,
if the Board of Directors so requires, advertise the same in a manner designated
by the Board, and give the corporation a bond of indemnity in form and with
security for an amount satisfactory to the Board (or an officer or officers
designated by the Board), whereupon a new certificate may be issued of the same
tenor and representing the same number, class and/or series of shares as were
represented by the certificate alleged to have been lost, stolen or destroyed.

                                   ARTICLE VI

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                                BOOKS AND RECORDS

                  Section 6.1. Location. The books, accounts and records of the
corporation may be kept at such place or places within or without the State of
Delaware as the Board of Directors may from time to time determine.

                  Section 6.2. Inspection. The books, accounts, and records of
the corporation shall be open to inspection by any member of the Board of
Directors at all times; and open to inspection by the stockholders at such
times, and subject to such regulations as the Board of Directors may prescribe,
except as otherwise provided by statute.

                  Section 6.3. Corporate Seal. The corporate seal shall contain
two concentric circles between which shall be the name of the corporation and
the word "Delaware" and in the center shall be inscribed the words "Corporate
Seal."

                                   ARTICLE VII

                             DIVIDENDS AND RESERVES

                  Section 7.1. Dividends. The Board of Directors of the
corporation, subject to any restrictions contained in the Restated Certificate
of Incorporation and other lawful commitments of the corporation, may declare
and pay dividends upon the shares of its capital stock either out of the surplus
of the corporation, as defined in and computed in accordance with the General
Corporation Law of the State of Delaware, or in case there shall be no such
surplus, out of the net profits of the corporation for the fiscal year in which
the dividend is declared and/or the preceding fiscal year. If the capital of the
corporation, computed in accordance with the General Corporation Law of the
State of Delaware, shall have been diminished by depreciation in the value of
its property, or by losses, or otherwise, to an amount less than the aggregate
amount of the capital represented by the issued and outstanding stock of all
classes having a preference upon the distribution of assets, the Board of
Directors of the corporation shall not declare and pay out of such net profits
any dividends upon any shares of any classes of its capital stock until the
deficiency in the amount of capital represented by the issued and outstanding
stock of all classes having a preference upon the distribution of assets shall
have been repaired.

                  Section 7.2. Reserves. The Board of Directors of the
corporation may set apart, out of any of the funds of the corporation available
for dividends, a reserve or reserves for any proper purpose aid may abolish any
such reserve.

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                                  ARTICLE VIII

                            MISCELLANEOUS PROVISIONS

                  Section 8.1. Fiscal Year. The fiscal year of the corporation
shall end on the 30th day of June of each year.

                  Section 8.2. Depositories. The Board of Directors or an
officer designated by the Board shall appoint banks, trust companies, or other
depositories in which shall be deposited from time to time the money or
securities of the corporation.

                  Section 8.3. Checks, Drafts and Notes. All checks, drafts, or
other orders for the payment of money and all notes or other evidences of
indebtedness issued in the name of the corporation shall be signed by such
officer or officers or agent or agents as shall from time to time be designated
by resolution of the Board of Directors or by an officer appointed by the Board.

                  Section 8.4. Contracts and Other Instruments. The Board of
Directors may authorize any officer, agent or agents to enter into any contract
or execute and deliver any instrument in the name and on behalf of the
corporation and such authority may be general or confined to specific instances.

                  Section 8.5. Waiver of Notices. Whenever any notice is
required to be given under the provisions of the General Corporation Law of the
State of Delaware or the Restated Certificate of Incorporation or of these
Bylaws, a waiver thereof in writing signed by the person or persons entitled to
said notice, whether before or after the time stated therein, shall be deemed
equivalent to notice. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends a meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business 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 the stockholders, directors or members of a
committee of directors need be specified in any written waiver of notice.

                  Section 8.6. Stock in Other Corporations. Any shares of stock
in any other corporation which may from time to time be held by this corporation
may be represented and voted at any meeting of shareholders of such corporation
by the President, an Executive Vice President, or a Vice President, or by any
other person or persons thereunto authorized by the Board of Directors, or by
any proxy designated by written instrument of appointment executed in the name
of this corporation by its President, an Executive Vice President or a Vice
President. Shares of stock belonging to the corporation need not stand in the
name of the corporation, but may be held for the benefit of the corporation in
the individual name of the Treasurer or of any other nominee designated for the
purpose by the Board of Directors. Certificates for shares so held for the
benefit

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of the corporation shall be endorsed in blank or have proper stock powers
attached so that said certificates are at all times in due form for transfer,
and shall be held for safekeeping in such manner as shall be determined from
time to time by the Board of Directors.

                  Section 8.7. Indemnification. (a) Each person who was or is a
party or is threatened to be made a party to or is involved in any action, suit
or proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he, or a person for
whom he is the legal representative, is or was a director or officer of the
corporation or is or was serving at the request of the corporation as a
director, officer of another corporation or of a partnership, joint venture,
trust or other enterprise, including service with respect to employee benefit
plans, shall be indemnified and held harmless by the corporation to the fullest
extent authorized by the laws of Delaware as the same now or may hereafter exist
(but, in the case of any change, only to the extent that such change authorizes
the corporation to provide broader indemnification rights than said law
permitted the corporation to provide prior to such change) against all costs,
charges, expenses, liabilities and losses (including attorneys' fees, judgments,
fines, ERISA excise taxes or penalties and amounts paid or to be paid in
settlement) reasonably incurred or suffered by such person in connection
therewith and such indemnification shall continue as to a person who has ceased
to be a director or officer and shall inure to the benefit of his heirs,
executors and administrators. The right to indemnification conferred in this
Section shall be a contract right and shall include the right to be paid by the
corporation the expenses incurred in defending any such proceeding in advance of
its final disposition upon receipt by the corporation of an undertaking, by or
on behalf of such director or officer, to repay all amounts so advanced if it
shall ultimately be determined that the director or officer is not entitled to
be indemnified under this Section or otherwise. The corporation may, by action
of its Board of Directors, provide indemnification to employees and agents of
the corporation with the same scope and effect as the foregoing indemnification
of directors and officers.

                  (b)      If a claim under subsection (a) of this Section is
not paid in full by the corporation within thirty days after a written claim has
been received by the corporation, the claimant may at any time thereafter bring
suit against the corporation to recover the unpaid amount of the claim and, if
successful in whole or in part, the claimant shall also be entitled to be paid
the expense of prosecuting such claim. It shall be a defense to any action
(other than an action brought to enforce a claim for expenses incurred in
defending any proceeding in advance of its final disposition where the required
undertaking has been tendered to the corporation) that the claimant has failed
to meet a standard of conduct which makes it permissible under Delaware law for
the corporation to indemnify the claimant for the amount claimed, but the burden
of proving such defense shall be on the corporation. Neither the failure of the
corporation (including its Board of Directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is permissible in the circumstances
because he has met such standard of conduct, nor an actual determination by the
corporation (including its Board of Directors, independent legal counsel, or its
stockholders) that the claimant has not met such standard of conduct, nor the
termination of any proceeding by judgment, order, settlement, conviction or upon
a plea of nolo contendere or its equivalent, shall be

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a defense to the action or create a presumption that the claimant has failed to
meet the required standard of conduct.

                  (c)      The right to indemnification and the payment of
expenses incurred in defending a proceeding in advance of its final disposition
conferred in this Section shall not be exclusive of any other right which any
person may have or hereafter acquire under any statute, provision of the
Restated Certificate of Incorporation, Bylaws, agreement, vote of stockholders
or disinterested directors or otherwise.

                  (d)      The corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent of the
corporation or another corporation, partnership, joint venture, trust or other
enterprise against any expense, liability or loss, whether or not the
corporation would have the power to indemnify such person against such expense,
liability or loss under Delaware law.

                  (e)      To the extent that any director, officer, employee or
agent of the corporation is by reason of such position, or a position with
another entity at the request of the corporation, a witness in any proceeding,
he shall be indemnified against all costs and expenses actually and reasonably
incurred by him or on his behalf in connection therewith.

                  (f)      Any amendment, repeal or modification of any
provision of this Section by the stockholders or the directors of the
corporation shall not adversely affect any right or protection of a director or
officer of the corporation existing at the time of such amendment, repeal or
modification.

                  Section 8.8. Amendment of Bylaws. The stockholders, by the
affirmative vote of the holders of a majority of the Common Stock, the Preferred
Stock and the Notes issued and outstanding and having voting power may, at any
annual or special meeting if notice of such alteration or amendment of the
Bylaws is contained in the notice of such meeting, adopt, amend, or repeal these
Bylaws; and alterations or amendments of the Bylaws made by the stockholders
shall not be altered or amended by the Board of Directors. The provisions of
Articles II and III hereof will be deemed made by the stockholders.

                  The Board of Directors, by the affirmative vote of a majority
of the whole Board, may adopt, amend, or repeal these Bylaws at any meeting,
except as provided in the above paragraph. Bylaws made by the Board of Directors
may be altered or repealed by the stockholders.

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