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                                                                  EXHIBIT T3B-12


                       PIONEER CHLOR ALKALI COMPANY, INC.

                                     BY-LAWS



                                   ARTICLE I
                                     OFFICES

         SECTION 1. REGISTERED OFFICE. The registered office of the Corporation
in the State of Delaware shall be established and maintained at Corporation
Trust Center, 1209 Orange Street, in the City of Wilmington, County of New
Castle, and The Corporation Trust Company shall be constituted and appointed the
registered agent of the Corporation at the address of its registered office.

         SECTION 2. OTHER OFFICES. The Corporation may also have offices at such
other places both within and without the State of Delaware as the Board of
Directors may from time to time determine or the business of the Corporation may
require.

                                   ARTICLE II
                            MEETINGS OF STOCKHOLDERS

         SECTION 1. ANNUAL MEETING. The annual meeting of stockholders for the
election of Directors and such other business as may properly be brought before
the meeting shall be held at such place within or without the State of Delaware
and at such date and time as shall be designated by the Board of Directors and
state din the notice of the meeting or in a duly executed waiver of notice
thereof. In the event the Board of Directors fails to so determine the time,
date, and place of meeting, the annual meeting of stockholders shall be held at
the registered office of the Corporation in Delaware on the last Thursday of
March.

         SECTION 2. SPECIAL MEETINGS. Special meetings of the stockholders for
any purpose or purposes may be called by the President and shall be called by
the President or Secretary at the request in writing of a majority of the Board
of Directors, or at the request in writing of stockholders owning not less than
10% of all the shares entitled to vote at the meetings. A request for a special
meeting shall state the purpose or purposes of the proposed meeting and business
transacted at any special meeting of stockholders shall be limited to the
purposes stated in the notice.

         SECTION 3. NOTICE. Written notice stating the place, day, 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 delivered not less than ten (10) or more
than fifty (50) days before the date of the meeting, either personally or by
mail, by or at the direction of the President, the Secretary, or the officers or
persons calling the meeting, to each stockholder of record entitled to vote at
such meeting. Attendance at a meeting shall constitute a waiver of notice,
except where the person attends for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called.


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         SECTION 4. RECORD DATE. For the purpose of determining stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or entitled to receive payment of any dividend, the Board
of Directors may in advance establish a record date which must be at least ten
(10) but not more than fifty (50) days prior to such meeting. If the Board of
Directors fail to establish a record date, the record date shall be the date on
which notice of the meeting is mailed.

         SECTION 5. VOTING LIST.

               (a) The officer or agent having charge of the stock transfer
books for shares of the Corporation shall make, at least ten (10) days before
each meeting of stockholders, a complete list of the stockholders entitled to
vote at such meeting or ant adjournment thereof, arranged in alphabetical order,
with the address of and the number of shares held by each, which list, for a
period of ten (10) days prior to such meeting, shall be kept on file at the
registered office of the Corporation or at the place where such meeting is to be
held, and shall be subject to inspection by any stockholder at any time during
usual business hours. Such list shall also be produced and kept open at the time
and place of the meeting and shall be subject to the inspection of any
stockholder during the whole time of the meeting. The original stock transfer
book shall be prima facie evidence as to who are the stockholders entitled to
examine such list or transfer books or to vote at any meeting of stockholders.

               (b) Failure to comply with the requirements of this section shall
not affect the validity of any action taken at such meeting.

               (c) Any officer or agent having charge of the stock transfer
books who shall fail to prepare the list of stockholders or keep the same on
file for a period of ten (10) days, or produce and keep open for inspection as
provided in this section, shall be liable to any stockholder suffering damage on
account of such failure, to the extent of such damage. In the event that such
officer or agent does not receive notice of a meeting of stockholders
sufficiently in advance of the date of such meeting reasonably to enable him to
comply with the duties prescribed by these By-laws, the Corporation, but not
such officer or agent, shall be liable to any stockholder suffering damage on
account of such failure, to the extent of such damage.

         SECTION 6. QUORUM OF STOCKHOLDERS. The holders of a majority of the
shares issued and outstanding and entitled to vote thereat, present in person,
or represented by proxy, shall constitute a quorum at all meetings of the
stockholders for the transaction of business except as otherwise provided by
statute or by the Certificate of Incorporation. If, however, a 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, shall have
power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present or represented. At
such adjourned meeting, provided a quorum shall be present or represented
thereat, any business may be transacted which might have been transacted if the
meeting had been held in accordance with the original notice thereof.

         SECTION 7. WITHDRAWAL OF QUORUM. If a quorum is present at any meeting,
the vote of the holders of a majority of the shares entitled to vote, present in
person, or represented by proxy, shall decide any question brought before such
meeting, unless the question

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is one upon which a different vote is required by express provision of the
statutes or by the Certificate of Incorporation or these By-laws. The
stockholders present at a meeting at which a quorum is present may continue to
transact business until adjournment, despite the withdrawal of stockholders
after the commencement of the meeting, which withdrawal leaves less than a
quorum remaining at the meeting.

         SECTION 8. METHOD OF VOTING. Each outstanding share, regardless of
class, shall be entitled to one vote on each matter submitted to a vote at a
meeting of stockholders, except to the extent that the voting rights of the
shares of any class or classes are limited or denied by the Certificate of
Incorporation. A stockholder may vote either in person or by proxy executed in
writing by the stockholder or by his duly authorized attorney-in-fact. No proxy
shall be valid after eleven (11) months from the date of its execution, unless
otherwise provided in the proxy. Each proxy shall be revocable unless expressly
provided therein to be irrevocable and unless otherwise made irrevocable by law.

         SECTION 9. ACTION WITHOUT MEETINGS. Any action required or which may be
taken at a meeting of the stockholders may be taken without a meeting if a
consent in writing, setting forth the action so taken, shall be signed by all
the stockholders entitled to vote with respect to the subject matter thereof and
such consent shall have the same force and effect as a unanimous vote of the
stockholders.

                                  ARTICLE III
                                    DIRECTORS

         SECTION 1. POWERS. The business and affairs of the Corporation and all
corporate powers shall be managed by the Board of Directors, subject to any
limitation imposed by statute, the Certificate of Incorporation or these By-Laws
as to action which requires authorization or approval by the stockholders.

         SECTION 2. NUMBER/QUALIFICATIONS. The number of Directors which shall
constitute the whole Board shall be not less than one or more than nine as
determined by the stockholders, none of whom need be residents of the State of
Delaware or stockholders of the Corporation.

         SECTION 3. ELECTION. The Directors shall be elected at the annual
meeting of the stockholders, and each Director elected shall serve until his
successor shall have been elected and qualified.

         SECTION 4. VOTING. Every stockholder entitled to vote shall have the
right to: vote the number of voting shares owned by him for as many persons as
there are directors to be elected and for whose election he has the right to
vote; or unless cumulative voting is prohibited by the Certificate of
Incorporation, to cumulate his votes by giving one candidate as many votes as
the number of such directors multiplied by the number of his shares shall equal,
or by distributing such votes on the same principal among any number of such
candidates. Any stockholder who intends to cumulate his votes if herein
authorized shall given written notice of his intention to the Secretary of the
Corporation on or before the day preceding the election at

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which such stockholder intends to cumulate his votes. All stockholders may
cumulate their votes if any stockholder gives the written notice provided for
herein.

         SECTION 5. REMOVAL OF DIRECTORS.

               (a) At any meeting of stockholders called expressly for the
purpose of removing a Director, any Director or the entire Board of Directors
may be removed, with or without cause, by a vote of the holders of a majority of
the shares then entitled to vote at an election of Directors.

               (b) Unless cumulative voting is prohibited by the Certificate of
Incorporation, if less than the entire Board is removed, no one of the Directors
may be removed if the votes cast against his removal would be sufficient to
elect him if then cumulatively voted at an election of the entire Board of
Directors.

         SECTION 6. VACANCIES. Any vacancy in the Board of Directors caused by
death, resignation, removal or otherwise shall be filled by a majority of the
remaining Directors though less than a quorum of the Board of Directors. A
Director elected to fill a vacancy shall be elected for the unexpired term of
his predecessor in office.

         SECTION 7. INCREASE OR DECREASE IN NUMBER. The number of Directors may
be increased or decreased from time to time by amendment to these By-laws but no
decrease shall have the effect of shortening the term of any incumbent Director.
Any directorship to be filled by reason of an increase in the number of
Directors shall be filled by election at an annual or special meeting of
stockholders.

                                   ARTICLE IV
                       MEETINGS OF THE BOARD OF DIRECTORS

         SECTION 1. PLACE. Meetings of the Board of Directors, regular or
special, may be held either within or without the State of Delaware.

         SECTION 2. REGULAR MEETINGS. Regular meetings of the Board of Directors
may be held upon notice, or without notice unless notice is required under these
By-laws and at such time and at such place as shall from time to time be
determined by the Board.

         SECTION 3. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by the Chairman of the Board of Directors or the President and
shall be called by the Secretary on the written request of two Directors. Notice
of each special meeting of the Board of Directors shall be given to each
Director at least five (5) days before the date of the meeting.

         SECTION 4. NOTICE AND WAIVER OF NOTICE. Attendance of a Director at any
meeting shall constitute a waiver of notice of such meeting, except where a
Director attends for the express purpose of objecting to the transaction of any
business on the ground that the meeting is not lawfully called or convened.
Except as may be otherwise provided by law or by the Certificate of
Incorporation or by these By-laws, neither the business to be transacted at, nor

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the purpose of, any regular or special meeting of the Board of Directors need be
specified in the notice or waiver of notice of such meeting.

         SECTION 5. QUORUM OF DIRECTORS. At all meetings of the Board of
Directors a majority of the Directors shall constitute a quorum for the
transaction of business and the act of a majority of the Directors present at
any meeting at which there is a quorum shall be the act of the Board of
Directors. If a quorum shall not be present at any meeting of Directors, the
Directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.

         SECTION 6. ACTION WITHOUT MEETINGS. Any action required or permitted to
be taken at a meeting of the Board of Directors or any committee may be taken
without a meeting if a consent in writing, setting forth the action so taken, is
signed by all the members of the Board of Directors or committee, as the case
may be.

         SECTION 7. TELEPHONE MEETINGS. The Directors may participate in and
hold a meeting of the Board of Directors 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 meeting, except where a
person participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

         SECTION 8. COMMITTEES. The Board of Directors may from time to time
designate members of the Board to constitute committees, including an Executive
Committee, which shall in each case consist of such number of Directors, not
less than two, and shall have and may exercise such power, as the Board may
determine and specify in the respective resolutions appointing them. A majority
of all the members of any such committee may determine its action and fix the
time and place of its meeting, unless the board of Directors shall otherwise
provide. The Board of Directors shall have power at any time to change the
number, subject as aforesaid, and members of any such committee, to fill
vacancies and to discharge any such committee.

         SECTION 9. COMPENSATION. Directors shall receive such compensation for
their services as Director as may be determined by resolution by the Board of
Directors. The receipt of such compensation shall not preclude any Director from
serving the Corporation in any other capacity and receiving compensation
therefor.

                                   ARTICLE V
                                    OFFICERS

         SECTION 1. ELECTION, NUMBER, QUALIFICATION, TERM, COMPENSATION. The
officers of the Corporation shall be elected by the Board of Directors and shall
consist of a President, a Vice-President, a Secretary and a Treasurer. The Board
of Directors may also elect a Chairman of the Board, additional Vice Presidents,
one or more Assistant Secretaries and Assistant Treasurers, and such other
officers and assistant officers and agent as it shall deem necessary, who shall
hold their offices for such terms and shall have such

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authority and exercise such powers and perform such duties as shall be
determined from time to time by the Board of resolution not inconsistent with
these By-Laws. Two or more offices may be held by the same person, except that
the offices of President and Secretary may not be held by the same person. None
of the officers need be Directors. The Board of Directors shall have the power
to enter into contracts for the employment and compensation of officers for such
terms as the Board deems advisable. The salaries of all officers and agents of
the Corporation shall be fixed by the Board of Directors.

         SECTION 2. REMOVAL. The officers of the Corporation shall hold office
until their successors are elected or appointed and qualify, or until their
death or until their resignation or removal from office. Any officer elected or
appointed by the Board of Directors may be removed at any time by the Board
whenever in its judgment the best interests of the Corporation will be served
thereby. Such removal shall be without prejudice to the contract rights, if any,
of the person so removed. Election or appointment of an officer shall not of
itself create contract rights.

         SECTION 3. VACANCIES. Any vacancy occurring in any office of the
Corporation by death, resignation, removal or otherwise shall be filled by the
Board of Directors.

         SECTION 4. AUTHORITY. Officers and agents shall have such authority and
perform such duties in the management of the Corporation as may be provided in
these By-laws or as may be determined by the Board of Directors, not
inconsistent with these By-laws.

         SECTION 5. CHAIRMAN OF THE BOARD. The Chairman of the Board, if one is
elected, shall preside at all meetings of the Board of Directors and shall have
such other powers and duties as may from time to time be prescribed by the Board
of Directors upon written directions given to him pursuant to resolutions duly
adopted by the Board of Directors.

         SECTION 6. PRESIDENT. The President shall be the chief executive
officer of the Corporation, shall have general and active management of their
business and affairs of the Corporation, and shall see that all orders and
resolutions of the Board of Directors are carried into effect. He shall preside
at all meetings of the stockholders and at all meetings of the Board of
Directors, unless a Chairman of the Board has been elected in which event the
President shall preside at meetings of the Board of Directors in the absence or
disability of the Chairman of the Board.

         SECTION 7. VICE PRESIDENTS. The Vice Presidents, in the order of their
seniority, unless otherwise determined by the Board of Directors, shall, in the
absence or disability of the President, perform the duties and have the
authority and exercise the powers of the President. They shall perform such
other duties and have such other authority and powers as the Board of Directors
may from time to time prescribe or as the President may from time to time
delegate.

         SECTION 8. SECRETARY. The Secretary shall attend all meetings of the
Board of Directors and all meetings of stockholders and record all of the
proceedings of the meetings of the Board of Directors and of the stockholders in
a minute book to be kept for that purpose and shall perform like duties for the
standing committees when required. He shall give, or cause to


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be given, notice of all meetings of the stockholders and special meetings of the
Board of Directors, and shall perform such other duties as may be prescribed by
the Board of Directors or President, under whose supervision he shall be. He
shall keep in safe custody the seal of the Corporation and, when authorized by
the Board of Directors, shall affix the same to any instrument requiring it and,
when so affixed, it shall be attested by his signature or by the signature of an
Assistant Secretary or of the Treasurer.

         SECTION 9. TREASURER.

               (a) The Treasurer shall have custody of the corporate funds and
securities and shall keep full and accurate accounts and records of receipts,
disbursements and other transactions in books belonging to the Corporation, and
shall deposit all moneys and other valuable effects in the same and to the
credit of the Corporation in such depositories as may be designated by the Board
of Directors.

               (b) The Treasurer shall disburse the funds of the Corporation as
may be ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render the President and the Board of Directors, at its
regular meetings, or when the President or Board of Directors so requires, an
account of all his transactions as Treasurer and of the financial condition of
the Corporation.

               (c) If required by the Board of Directors, the Treasurer shall
give the Corporation a bond of such type, character, and amount as the Board of
Directors may require.

         SECTION 10. ASSISTANT SECRETARY AND ASSISTANT TREASURER. In the absence
of the Secretary or Treasurer, an Assistant Secretary or Assistant Treasurer,
whether one or more, respectively shall perform the duties of the Secretary or
Treasurer, Assistant Treasurers may be required to give the bond as referenced
in SECTION 9(c) of this ARTICLE V. The Assistant Secretary and Assistant
Treasurer, in general, shall have such powers and perform such duties as the
Treasurer or Secretary, respectively, or the Board of Directors or President may
prescribe.

         SECTION 11. OTHER OFFICERS. The Board of Directors may also establish
such other offices as said Board of Directors deems appropriate for the
Corporations.

                                   ARTICLE VI
                        CERTIFICATES REPRESENTING SHARES

         SECTION 1. CERTIFICATES. The shares of the Corporation shall be
represented by certificates signed by the President or a Vice-President and the
Secretary or an Assistant Secretary of the Corporation, and may be sealed with
the seal of the Corporation or a facsimile thereof. The signatures of the
President or Vice President and the Secretary or Assistant Secretary upon a
certificate may be facsimiles if the certificate is countersigned by a transfer
agent, or registered by a registrar, other than the Corporation itself or an
employee of the Corporation. The certificates shall be consecutively numbered
and shall be entered in the books of the Corporation as they are issued. Each
certificate shall state on the face thereof the holder's name, the number and
class of shares, and the par value of such shares or a statement that such
shares are without par value.

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         SECTION 2. PAYMENT, ISSUANCE. Shares may be issued for such
consideration, not less than the par value thereof, as may be fixed from time to
time by the Board of Directors. The consideration for the payment of shares
shall consist of money paid, labor done, or property actually received. Shares
may not be issued until the full amount of the consideration fixed therefor has
been paid.

         SECTION 3. LOST, STOLEN, OR DESTROYED CERTIFICATES. The Board of
Directors may direct a new Certificate to be issued in place of any certificate
theretofore issued by the Corporation alleged to have been lost, stolen, or
destroyed upon the making of an affidavit of the fact by the person claiming the
certificate to be lost, stolen or destroyed. When authorizing such issue of a
new certificate, the Board of Directors may, in its discretion and as a
condition precedent to the issuance thereof, prescribe such indemnities as it
deems adequate to protect the Corporation from any claim that may be made
against it with respect to any such certificate alleged to have been lost or
destroyed.

         SECTION 4. REGISTRATION OF TRANSFER. Shares of stock shall be
transferable only on the books of the Corporation by the holder thereof in
person or by his duly authorized attorney. Upon surrender to the Corporation or
the Transfer Agent of the Corporation of a certificate for shares duly endorsed
or accompanied by proper evidence of succession, assignment, or authority to
transfer, a new certificate shall be issued to the person entitled thereto and
the older certificate canceled and the transaction recorded upon the books of
the Corporation.

         SECTION 5. REGISTERED OWNER. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and shall not be
bound to recognize any equitable or other claim to or interest in such share or
shares on the part of any other person, whether or not it shall have express or
other notice thereof, except as otherwise provided by the laws of the State of
Delaware.

                                  ARTICLE VII
                                    DIVIDENDS

         SECTION 1. DECLARATION AND PAYMENT. Subject to statute and the
Certificate of Incorporation, dividends may be declared by the Board of
Directors, in its discretion, at any regular or special meeting, pursuant to law
and may be paid in cash, in property, or in the Corporation's own shares.

         SECTION 2. RESERVES. Before payment of any dividend, there may be set
aside out of any funds of the Corporation available for dividends such sum or
sums as the Directors from time to time, in their absolute discretion, think
proper as a reserve fund for meeting contingencies, or for equalizing dividends,
or for repairing or maintaining any property of the Corporation, or for such
other purpose as the Directors shall think conducive to the interest of the
Corporation, and the Directors may modify or abolish any such reserve in the
manner in which it was created.

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                                  ARTICLE VIII
                          INDEMNIFICATION AND INSURANCE

         SECTION 1. GENERAL INDEMNIFICATION. Subject to the provisions of
SECTION 3 of this ARTICLE VIII, the Corporation shall indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the Corporation) by
reason of the fact that he is or was a director or officer of the Corporation,
or is or was serving at the request of the Corporation as a director or officer
of another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit, or proceeding by judgment, order, settlement, conviction, or upon
a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

         SECTION 2. INDEMNIFICATION IN ACTIONS BY OR IN THE RIGHT OF THE
CORPORATION. Subject to the provisions of SECTION 3 of this ARTICLE VIII, the
Corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending, or completed action or suit by or in
the right of the Corporation to procure a judgment in its favor by reason of the
fact that he is or was a director or officer of the Corporation or is or was
serving at the request of the Corporation as a director or officer of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Corporation and except that no indemnification shall be
made in respect to any claim, issue, or matter as to which such person shall
have been adjudged to be liable (i) for any breach of his duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involved intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law, or (iv) for any transaction
from which he derived an improper personal benefit unless and only to the extent
that the Delaware Court of Chancery or the court in which such action or suit
was brought shall determine upon application that, despite the adjudication of
liability but in view of all of the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Delaware
Court of Chancery or such other court shall deem proper.

         SECTION 3. DETERMINATION OF STANDARD OF CONDUCT. Any indemnification
under SECTIONS 1 and 2 of this ARTICLE VIII (unless ordered by a court) shall be
made by the Corporation only as authorized in the specific case upon a
determination that indemnification of the director or officer is proper in the
circumstances because he had met the applicable standard of conduct set forth in
said SECTIONS 1 and 2. Such determination

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shall be made (1) by the Board of Directors, by a majority vote of a quorum
consisting of directors who were not parties to such action, suit or proceeding,
or (2) if such quorum is not obtainable or, even if obtainable and a quorum of
disinterested directors so directs, by independent legal counsel (who may be
counsel to the Corporation) in a written opinion, or (3) by the stockholders.

         SECTION 4. SUCCESSFUL DEFENSE. If a Director or officer of the
Corporation has been successful on the merits or otherwise as a party to any
action, suit, or proceeding referred to in SECTIONS 1 and 2 of this ARTICLE
VIII, or with respect to any claim, issue, or matter therein (to the extent that
a portion of his expenses can be reasonably allocated thereto), he shall be
indemnified against expenses (including attorney's fees) actually and reasonably
incurred by him in connection therewith.

         SECTION 5. EXPENSES DURING PROCEEDINGS. Expenses incurred in defending
a civil, criminal, administrative, or investigative action, suit or proceeding,
or threat thereof, may be paid by the Corporation in advance of the final
disposition of such action suit or proceeding as authorized by the Board of
Directors in the specific case upon receipt of an undertaking by or on behalf of
the director or officer to whom or on whose behalf any such amount is paid to
repay such amount unless it shall ultimately be determined that he is entitled
to be indemnified by the Corporation as authorized in this ARTICLE VIII.

         SECTION 6. EXCLUSIVITY. The indemnification provided by this ARTICLE
VIII shall not be deemed exclusive of any other rights to which any person
indemnified may be entitled under any other By-law, agreement, vote of
stockholders or disinterested directors, or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such office
and shall continue as to a person who has ceased to be a director or officer and
shall inure to the benefit of the heirs, executors, and administrators of such a
person.

         SECTION 7. INSURANCE. The Corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee,
or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee, or agent of another corporation,
partnership, joint venture, trust, or other enterprise against any liability
asserted against him and incurred by him in any such capacity, or arising out of
his status as such, whether or not the Corporation would have the power to
indemnify him against such liability under the provisions of this ARTICLE VII or
of Section 145 of the General Corporation Law of the State of Delaware.

         SECTION 8. DEFINITIONS. For the purposes of this ARTICLE VIII,
references to "the Corporation" include all constituent corporations absorbed in
a consolidation or merger as well as the resulting or surviving corporation so
that any person who is or was a director or officer of such a constituent
corporation or is or was serving at the request of such constituent corporation
as a director or officer of another corporation, partnership, joint venture,
trust, or other enterprise shall stand in the same position under the provisions
of this ARTICLE VIII with respect to the resulting or surviving corporation as
he would if he had served the resulting or surviving corporation in the same
capacity. For purposes of this ARTICLE VIII, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to an employee benefit plan; and
references to

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"serving at the request of the corporation" shall include any service as a
director, officer, employee, or agent of the corporation which imposes duties
on, or involves services by, such director, officer, employee, or agent with
respect to an employee benefit plan, its participants, or beneficiaries; and a
person who acted in good faith and in a manner he reasonably believed to be in
the interest of the participants and beneficiaries of an employee benefit plan
shall be deemed to have acted in a manner "not opposed to the best interests of
the corporation" as referred to in this ARTICLE VIII.

                                   ARTICLE IX
                               GENERAL PROVISIONS

         SECTION 1. FISCAL YEAR. The fiscal year of the Corporation shall be
fixed by resolution of the Board of Directors.

         SECTION 2. SEAL. The corporate seal shall be in such form as may be
prescribed by the Board of Directors. The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or in any manner reproduced.

         SECTION 3. MINUTES. The Corporation shall keep correct and complete
books and records of account and shall keep minutes of the proceedings of its
stockholders and Board of Directors, and shall keep at is registered office or
principal place of business, or at the office of its transfer agent or
registrar, a record of its stockholders, giving the names and addresses of all
stockholders and the number and class of the shares held by each.

         SECTION 4. AMENDMENT. These By-laws may be altered, amended or repealed
and new By-laws may be adopted by the Board of Directors at which a quorum is
present, provided notice of the proposed alteration, amendment, or repeal is
contained in the notice of the meeting.

         SECTION 5. NOTICE. Any notice to Directors or stockholders shall be in
writing and shall be delivered personally or mailed to the Directors or
stockholders at their respective addresses appearing on the books of the
Corporation. Notice by mail shall be deemed to be given at the time when the
same shall be deposited in the United States mail, postage prepaid. Notice to
Directors may also be given by facsimile telecommunication. Whenever any notice
is required to be given under the provisions of applicable statutes or of the
Certificate of Incorporation or of these By-laws, a waiver thereof in writing
signed by the person or persons entitled to such notice, whether before or after
the time stated therein, shall be deemed equivalent to the given of such notice.

                                   ARTICLE X
                       RESTRICTIONS ON TRANSFER OF SHARES

               The Stockholders may adopt such agreements restricting the sale,
assignment, transfer, or other hypothecation of the Corporation's shares of
stock as may be permitted by the statutes or by the Certificate of
Incorporation. Copies of such agreements shall be filed with the Secretary of
the Corporation.

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