EXHIBIT T3B-4

ADOPTED:  _________, 2001



                             PIONEER COMPANIES, INC.

                        Incorporated Under the Law of the

                                State of Delaware



                          AMENDED AND RESTATED BY-LAWS



                                    PREAMBLE

                  These Amended and Restated By-Laws ("By-Laws") have been duly
adopted in accordance with Sections 109 and 303 of the General Corporation Law
of the State of Delaware ("DGCL").

                  These By-Laws are subject to, and governed by, the DGCL and
the Certificate of Incorporation (as amended from time to time, the "Certificate
of Incorporation") of Pioneer Companies, Inc., a Delaware corporation (the
"Corporation"). In the event of a direct conflict between the provisions of
these By-Laws and the mandatory provisions of the DGCL or the provisions of the
Certificate of Incorporation of the Corporation, such provisions of the DGCL or
the Certificate of Incorporation, as the case may be, shall control.

                                   ARTICLE I

                                    OFFICES.

                  The registered office of the Corporation in Delaware shall be
at 1209 Orange Street, in the City of Wilmington, County of New Castle, in the
State of Delaware, and The Corporation Trust Company shall be the registered
agent of the





Corporation in charge thereof. The Corporation may also have such other offices
at such other places, within or without the State of Delaware, as the Board of
Directors may from time to time designate or the business of the Corporation may
require.

                                   ARTICLE II

                                  STOCKHOLDERS.

         Section 1. Annual Meetings. The annual meeting of stockholders for the
election of directors and the transaction of any other business shall be held on
such date and at such time as the Board of Directors may determine by resolution
in such city and state and at such time and place as may be designated by the
Board of Directors, and set forth in the notice of such meeting. At the annual
meeting any business may be transacted and any corporate action may be taken,
whether stated in the notice of meeting or not, except as otherwise expressly
provided by statute or the Certificate of Incorporation.

         Section 2. Special Meetings. Special meetings of the stockholders for
any purpose may be called at any time by the Board of Directors, or by the
President, and shall be called by the President at the request of the holders of
a majority of the outstanding shares of capital stock entitled to vote at such
meeting. Special meetings shall be held at such place or places within or
without the State of Delaware as shall from time to time be designated by the
Board of Directors, or by the President, and stated in the notice of such
meeting. At a special meeting no business shall be transacted and no corporate
action shall be taken other than that stated in the notice of the meeting.

         Section 3. Notice of Meetings. Notice of the time and place of any
stockholders' meeting, whether annual or special, shall be given to each
stockholder


                                       2



entitled to vote thereat, by personal delivery or by mailing the same to such
stockholder at the stockholder's address as the same appears upon the records of
the Corporation at least ten (10) days but not more than sixty (60) days before
the day of the meeting. Every notice of a special meeting shall state the
purpose or purposes of such special meeting. Notice of any adjourned meeting
need not be given other than by announcement at the meeting so adjourned, unless
otherwise ordered in connection with such adjournment pursuant to Article II,
Section 5, of these By-Laws. Such further notice, if any, shall be given as may
be required by law.

         Section 4. Quorum. At any meeting duly called, any number of
stockholders, together holding at least a majority of the voting power of the
capital stock of the Corporation issued and outstanding and entitled to vote at
such meeting, who shall be present in person or represented by proxy at such
meeting, shall constitute a quorum for the transaction of all business at such
meeting, except as otherwise provided by law, by the Certificate of
Incorporation or by these By-Laws.

         Section 5. Adjournment. If less than a quorum shall attend at the time
for which a meeting shall have been called, the meeting may adjourn from time to
time by a majority vote of the stockholders present or represented by proxy and
entitled to vote thereat, without notice other than by announcement at the
meeting, until a quorum shall attend. Any meeting at which a quorum is present
may also be adjourned in like manner and for such time or upon such call as may
be determined by a majority vote of the stockholders present or represented by
proxy and entitled to vote thereat. At any adjourned meeting at which a quorum
shall be present, any business may be transacted and any corporate action may be
taken which might have been transacted at the meeting


                                       3



as originally called. If any meeting is adjourned for more than thirty (30) days
or if a new record date is fixed for a meeting after the adjournment, a notice
of the adjourned meeting shall be given to each stockholder in accordance with
Article II, Section 3, of these By-Laws as it relates to notices in respect of
adjourned meetings.

         Section 6. Organization. Meetings of stockholders shall be presided
over by the Chairman of the Board of Directors, if any, or if none or in the
Chairman of the Board of Directors' absence the President, if any, or if none or
in the President's absence a Vice-President, or, if none of the foregoing is
present, by a chairman chosen by a majority of the Board of Directors present at
such meeting, and in the absence of such a person, a person chosen by the
stockholders entitled to vote at such meeting who are present in person or by
proxy at the meeting. The Secretary of the Corporation, or in the Secretary's
absence an Assistant Secretary, shall act as secretary of every meeting, but if
neither the Secretary nor an Assistant Secretary is present, the presiding
officer of the meeting shall appoint any person present to act as secretary of
the meeting.

         Section 7. Conduct of Meetings. The Board of Directors may adopt by
resolution such rules and regulations for the conduct of the meeting of
stockholders as it shall deem appropriate. Except to the extent inconsistent
with such rules and regulations as adopted by the Board of Directors, the
chairman of any meeting of stockholders shall have the right and authority to
prescribe such rules, regulations and procedures and to do all such acts as, in
the judgment of such chairman, are appropriate for the proper conduct of the
meeting. Such rules, regulations or procedures, whether adopted by the Board of
Directors or prescribed by the chairman of the meeting, may include, without
limitation, the following: (i) the establishment of an agenda or order of
business for the meeting;


                                       4



(ii) rules and procedures for maintaining order at the meeting and the safety of
those present; (iii) limitations on attendance at or participation in the
meeting to stockholders of record of the Corporation, their duly authorized and
constituted proxies or such other persons as the chairman of the meeting shall
determine; (iv) restrictions on entry to the meeting after the time fixed for
the commencement thereof; and (v) limitations on the time allotted to questions
or comments by participants. Unless and to the extent determined by the Board of
Directors or the chairman of the meeting, meetings of stockholders shall not be
required to be held in accordance with the rules of parliamentary procedure.

         Section 8. Stockholders Entitled to Vote. The Secretary shall prepare
and make, at least ten (10) days before every meeting of stockholders, a
complete list of the holders of all classes of the Corporation's capital stock
entitled to vote thereat, arranged in alphabetical order and showing the address
of each stockholder and the number of shares owned by each stockholder. Such
list shall be open at the principal place of business of the Corporation for
said ten (10) days, to the examination of any stockholder, and shall be produced
and kept at the time and place of the meeting during the whole time thereof, and
subject to the inspection of any stockholder who may be present.

         Section 9. Voting. Each stockholder entitled to vote at any meeting of
stockholders shall be entitled to one vote (or such other lesser or greater
number as shall be provided for in or pursuant to the Certificate of
Incorporation) for each such share held by such stockholder which has voting
power upon the matter in question. Each stockholder may vote either in person or
by proxy, but no proxy shall be voted on or acted on after three years from its
date, unless said proxy provides for a longer period.


                                       5



Except where the transfer books of the Corporation shall have been closed or a
date shall have been fixed as a record date for the determination of its
stockholders entitled to vote, as hereinafter provided, no share of stock shall
be voted on at any stockholders' meeting which shall have been transferred on
the books of the Corporation within twenty (20) days preceding the date of such
meeting. At stockholders meetings whereat directors are to be elected, directors
shall be elected by a plurality vote of the stockholders present in person or by
proxy and entitled to vote thereat on the election of directors. At all meetings
of stockholders all matters, except as otherwise provided by these By-Laws,
statute or in the Certificate of Incorporation, shall be determined by a
majority vote of the stockholders present in person or by proxy and entitled to
vote thereat. Voting need not be by written ballot unless a majority of the
stockholders present in person or by proxy and entitled to vote at such
stockholders meeting shall so determine. Where a separate vote by a class or
classes is required to vote on a matter, the affirmative vote of the majority of
shares of such class or classes present in person or represented by proxy at the
meeting shall be the act of such class, unless otherwise provided by law, by the
Certificate of Incorporation or these By-Laws.

         Section 10. Record Date. The Board of Directors is authorized to fix in
advance a date not exceeding sixty (60) days nor less than ten (10) days
preceding the date of any meeting of stockholders, or the date for the payment
of any dividend, or the date for the allotment of rights, or the date when any
change or conversion or exchange of capital stock shall go into effect, or a
date in connection with obtaining the consent of stockholders for any purposes,
as a record date for the determination of the stockholders entitled to notice
of, and to vote at, any such meeting, and any adjournment thereof, or


                                       6



entitled to receive payment of any such dividend, or to any such allotment of
rights, or to exercise the rights in respect of any such change, conversion or
exchange of capital stock, or to give such consent, and, in such case, such
stockholders and only such stockholders as shall be stockholders of record on
the date so fixed shall be entitled to such notice of, and to vote at, such
meeting, and any adjournment thereof, or to receive payment of such dividend, or
to receive such allotment of rights, or to exercise such rights, or to give such
consent, as the case may be, notwithstanding any transfer of any stock on the
books of the Corporation, after such record date fixed as aforesaid. If no
record date is fixed by the Board of Directors, (i) the record date for any
meeting of stockholders, whether such meeting is called by resolution of the
Board of Directors, by the President or at the request of the holders of a
majority of the outstanding shares of capital stock entitled to vote thereat,
shall be the close of business on the day occurring three (3) days prior to the
day on which notice of such meeting is given or, if notice is waived, at the
close of business on the day next preceding the day on which the meeting is
held, and (ii) the record date for the payment of any dividend, or the date for
the allotment of rights, or the date when any change or conversion or exchange
of capital stock shall go into effect, shall be at the close of business on the
day on which the Board of Directors adopts resolutions taking such action.

         Section 11. Action Without a Meeting. Any action required or permitted
to be taken at any annual or special meeting of the stockholders may be taken
without a meeting, without prior notice and without a vote, if a consent in
writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at


                                       7



a meeting at which all shares entitled to vote thereon were present and voted.
Prompt notice of the taking of the corporate action without a meeting by less
than unanimous written consent shall be given to those stockholders who have not
consented in writing.

                                  ARTICLE III

                                   DIRECTORS.

         Section 1. Number. The number of directors which shall constitute the
whole Board of Directors shall be five (5).

         Section 2. General. The business, property and affairs of the
Corporation shall be managed by, and shall be under the direction of, the Board
of Directors, except as otherwise provided in the Certificate of Incorporation.

         Section 3. Election; Term. Each director shall hold office until such
director's successor is elected and qualified or until such director's earlier
resignation or removal.

         Section 4. Removal; Resignation. A director or the entire Board of
Directors may be removed with or without cause by the holders of a majority of
the shares of capital stock entitled to vote, either by written consent or at
any meeting of the stockholders, and the office of such director shall forthwith
become vacant. Whenever holders of any class or classes of capital stock of the
Corporation or series thereof are entitled, pursuant to the Certificate of
Incorporation, to elect one or more directors, the provisions of the preceding
sentence in respect of the removal without cause of a director or directors so
elected, shall apply to the vote of the holders of the outstanding shares of
that class, classes or series and not to the outstanding shares as a whole.


                                       8



                  Any director may resign at any time upon notice given in
writing to the Board of Directors or to the President and Secretary of the
Corporation. Such resignation shall take effect at the time specified therein,
and if no time be specified, at the time of its receipt by a member of the Board
of Directors, the President or Secretary. The acceptance of a resignation shall
not be necessary to make it effective, unless so specified therein.

         Section 5. Vacancies. Any vacancy occurring in the Board of Directors
may be filled by a majority of the directors then in office, even if less than a
quorum, or a sole remaining director provided that any director holding such
position not as a result of a vote of stockholders shall stand for election at
the next stockholders meeting.

         Section 6. Annual Meeting and Regular Meetings. The Board of Directors
shall hold an annual meeting for the purpose of organization and the transaction
of any business immediately after the annual meeting of the stockholders,
provided a quorum of the Board of Directors is present. Other regular meetings
may be held at such times as may be determined from time to time by resolution
of the Board of Directors.

         Section 7. Special Meetings. Special meetings of the Board of Directors
may be called by the Chairman of the Board of Directors or by the President or
by any two directors at any time.

         Section 8. Place of Meeting. Meetings of the Board of Directors may be
held at the principal office of the Corporation, or at such place as shall be
stated in the notice of such meeting. Notice of any special meeting, and, except
as the Board of Directors may otherwise determine by resolution, notice of any
regular meeting also, shall be mailed to each director addressed to such
director at such director's residence or usual


                                       9



place of business at least two days before the day on which the meeting is to be
held, or if sent to such director at such place by telegraph, cable, facsimile
or e-mail or delivered personally or by telephone, not later than the day before
the day on which the meeting is to be held. No notice of the annual meeting of
the Board of Directors shall be required if it is held immediately after the
annual meeting of the stockholders and if a quorum is present.

         Section 9. Business Transacted. Any business may be transacted and any
corporate action may be taken at any regular or special meeting of the Board of
Directors at which a quorum shall be present, whether such business or proposed
action be stated in the notice of such meeting or not, unless special notice of
such business or proposed action shall be required by statute.

         Section 10. Quorum. A majority of the Board of Directors at any time in
office shall constitute a quorum. At all meetings of the Board of Directors a
quorum is required. The vote of a majority of the members present at any such
meeting shall be the act of the Board of Directors unless the act of a greater
number is specifically required by law or by the Certificate of Incorporation or
these By-Laws.

         Section 11. Organization of Meetings. At all meetings of the Board of
Directors, the Chairman of the Board of Directors, if any, or if none or in the
Chairman of the Board of Directors' absence or inability to act, the President,
or in the President's absence or inability to act, any Vice-President who is a
member of the Board of Directors, or in such Vice-President's absence or
inability to act, a chairman chosen by the Board of Directors, shall preside.
The Secretary of the Corporation shall act as


                                       10



secretary at all meetings of the Board of Directors when present, and, in the
Secretary's absence, the presiding officer may appoint any person to act as
secretary.

         Section 12. Director Compensation. The directors shall not receive any
stated salary for their services as directors, but by resolution of the Board of
Directors an annual retainer may be provided and a fixed fee and expenses of
attendance may be allowed for attendance at each meeting. Nothing herein
contained shall preclude any director from serving the Corporation in any other
capacity, as an officer, agent or otherwise, and receiving compensation
therefor.

         Section 13. Action Without A Meeting. The Board of Directors or any
committee designated by the Board of Directors shall, except as otherwise
provided by law, the Certificate of Incorporation or these By-Laws, have power
to act in the following manner: A resolution in writing, signed by all of the
members of the Board of Directors, or such committee, shall be deemed to be
action by the Board of Directors or such committee to the effect therein
expressed with the same force and effect as if the same had been duly passed by
the same vote at a duly convened meeting of the Board of Directors or such
committee, and it shall be the duty of the Secretary of the Corporation to
record any such resolution in the minutes of proceedings of the Board of
Directors or such committee.

         Section 14. Telephone Meeting. Members of the Board of Directors, or
any committee designated by the Board of Directors, shall, except as otherwise
provided by law, the Certificate of Incorporation or these By-Laws, have the
power to participate in a meeting of the Board of Directors, or any committee,
by means of a conference telephone or similar communications equipment by means
of which all persons participating in the


                                       11



meeting can hear each other, and such participation shall constitute presence in
person at the meeting.

                                   ARTICLE IV

                                   COMMITTEES.

         Section 1. Executive Committee. The Board of Directors may, by
resolution passed by a majority of the whole Board of Directors, designate two
or more of their number to constitute an Executive Committee to hold office
during the pleasure of the Board of Directors, which Committee shall, during the
intervals between meetings of the Board of Directors, have and exercise all of
the powers of the Board of Directors in the management of the business and
affairs of the Corporation, subject only to such restrictions or limitations as
the Board of Directors may from time to time specify or as contained in the
Certificate of Incorporation or these By-Laws, or as limited by the DGCL, and
shall have power to authorize the seal of the Corporation to be affixed to all
papers which may require it.

                  Any member of the Executive Committee may be removed from the
Executive Committee at any time, with or without cause, by a resolution of a
majority of the whole Board of Directors.

                  Any person ceasing to be a director shall cease to be a member
of the Executive Committee.

                  Any vacancy in the Executive Committee occurring from any
cause whatsoever may be filled from among the directors by a resolution of a
majority of the whole Board of Directors.


                                       12



         Section 2. Other Committees. Other committees may be established by
resolutions passed by a majority of the Board of Directors and members of each
such committee may be appointed by the Board of Directors or the Executive
Committee to hold office for such time as determined by the Board of Directors
and each such committee shall have such powers and perform such duties as may
from time to time be assigned to them by the Board of Directors or the Executive
Committee. Each such committee shall have at least one member who is also a
member of the Board of Directors.

                  Any member of such a committee may be removed at any time,
with or without cause, by the Board of Directors or the Executive Committee. Any
vacancy in a committee occurring from any cause whatsoever may be filled by the
Board of Directors or the Executive Committee.

         Section 3. Resignation. Any member of a committee may resign at any
time. Such resignation shall be made in writing and shall take effect at the
time specified therein, or, if no time be specified, at the time of its receipt
by the President or Secretary. The acceptance of a resignation shall not be
necessary to make it effective unless so specified therein.

         Section 4. Quorum. A majority of the members of a committee shall
constitute a quorum. The act of a majority of the members of a committee present
at any meeting at which a quorum is present shall be the act of such committee.
The members of a committee shall act only as a committee, and the individual
members thereof shall have no powers as such.


                                       13



         Section 5. Books and Records. Each committee shall keep a record of its
acts and proceedings, and shall report the same to the Board of Directors when
and as required by the Board of Directors.

         Section 6. Place of Meeting. A committee may hold its meetings at the
principal office of the Corporation, or at any other place which a majority of
the committee may at any time agree upon. Each committee may make such rules as
it may deem expedient for the regulation and carrying on of its meetings and
proceedings. Any notice of a meeting of a committee may be given by the
Secretary or by the chairman of the committee and shall be sufficiently given if
mailed to each member at such member's residence or usual place of business at
least two days before the day on which the meeting is to be held, or if sent to
such member at such place by telegraph or cable, or delivered personally or by
telephone not later than the day before the day on which the meeting is to be
held.

         Section 7. Committee Member Compensation. The members of any committee
shall be entitled to such compensation as may be allowed them by resolution of
the Board of Directors.

         Section 8. Committee Limits. Notwithstanding any other provision in
these By-Laws, no committee (including the Executive Committee) shall have the
power to repeal or modify these By-Laws, remove members of the Board of
Directors or authorize indemnification of members of the Board of Directors.

         Section 9. Temporary Committee Members. If an Executive Committee or
other committee meeting is called and sufficient committee members are not
present to conduct the business of the meeting, the committee members who are
present at such


                                       14



meeting may appoint a person or persons to act as the missing committee
member(s), each a temporary member, for that particular meeting, and the
member(s) so appointed shall have the authority to act as though they were a
committee member for such meeting, provided that if a missing committee member
is also on the Board of Directors the temporary member replacing such board
member must also be on the Board of Directors.

                                   ARTICLE V

                                    OFFICERS.

         Section 1. Numbers and Titles. The officers of the Corporation shall be
a President, one or more Vice Presidents, a Secretary and a Treasurer, and such
other officers as may be appointed in accordance with the provisions of Section
3 of this Article V. The Board of Directors in its discretion may also elect a
Chairman of the Board of Directors.

         Section 2. Election; Term of Office; Qualifications. Unless the Board
of Directors passes a resolution stating otherwise, each officer shall hold
office until his or her successor has been elected and qualified or until his or
her earlier resignation or removal. The Chairman of the Board of Directors, if
any, and the President shall be directors of the Corporation, and should either
one of them cease to be a director, such person shall likewise cease to hold
such office. More than two offices may be held by the same person unless the
Certificate of Incorporation or By-Laws provide otherwise.

         Section 3. Other Officers. Other officers, including one or more
assistant secretaries or assistant treasurers, may from time to time be
appointed by the Board of Directors, and the Officers of the Corporation shall
have such powers and perform such duties as may be assigned to them by the Board
of Directors in the management of the


                                       15



Corporation or the officer or committee of the Board of Directors appointing
them and as pertaining to their respective positions.

         Section 4. Removal. Any officer of the Corporation may be removed from
office, with or without cause, by a vote of a majority of the Board of
Directors.

         Section 5. Resignation. Any officer of the Corporation may resign at
any time. Such resignation shall be in writing and shall take effect at the time
specified therein, and if no time be specified, at the time of its receipt by
the President or Secretary. The acceptance of a resignation shall not be
necessary in order to make it effective, unless so specified therein.

         Section 6. Vacancies. A vacancy in any office arising from any cause
shall be filled by the Board of Directors at any special or regular meeting of
the Board of Directors.

         Section 7. Compensation. The compensation of the officers shall be
fixed by the Board of Directors, or by any committee of the Board of Directors
upon whom power in that regard may be conferred by the Board of Directors.

         Section 8. Chairman of the Board. The Chairman of the Board of
Directors shall preside at all meetings of the Board of Directors at which he or
she shall be present.

         Section 9. President. The President shall, when present, preside at all
meetings of the stockholders, and, in the absence of the Chairman of the Board
of Directors, at meetings of the Board of Directors. The President shall have
power to call special meetings of the stockholders or of the Board of Directors
or of the Executive Committee at any time. The President shall be the chief
executive and operating officer of the Corporation, and shall have the general
charge and direction of the business affairs


                                       16



and property of the Corporation, and of its several officers, and shall have and
exercise all such powers and discharge such duties as usually pertain to the
office of President or are assigned to the President by the Board of Directors
or are provided by law.

         Section 10. Vice Presidents. The Vice Presidents, or any of them,
shall, subject to the direction of the Board of Directors, at the request of the
President or in the President's absence, or in case of the President's inability
to perform the President's duties from any cause, perform the duties of the
President, and, when so acting, shall have all the powers of, and be subject to
all restrictions upon, the President. The Vice Presidents shall also perform
such other duties as may be assigned to them by the Board of Directors, and the
Board of Directors may determine the order of priority among them.

         Section 11. Secretary. The Secretary shall perform such duties as are
incident to the office of Secretary, or as may from time to time be assigned to
the Secretary by the Board of Directors, or as are prescribed by these By-Laws
including, but not limited to:

                  (a) keeping or causing to be kept, at the principal place of
business of the Corporation or such other place as the Board of Directors may
order, a book of minutes of all meetings and actions of the Board of Directors,
committees of the Board of Directors and stockholders. Such books shall state
the time and place of holding such meetings, whether such meetings were regular
or special, and, if special, how authorized, the notice thereof given, the names
of those present at meetings of the Board of Directors and committees thereof,
the number of shares present or represented at stockholders' meetings and the
proceedings thereof;

                  (b) keeping or causing to be kept, at the principal place of
business of the Corporation or at the office of the Corporation's transfer agent
or registrar, a share


                                       17



register, or a duplicate share register, showing the names of all stockholders
and their addresses, the number and classes of shares held by each, the number
and date of certificates issued for the same and the number and date of
cancellation of every certificate surrendered for cancellation;

                  (c) giving or causing to be given, or cause to be given,
notice of all meetings of the stockholders and of the Board of Directors
required by these By-Laws or by law to be given, and keeping the seal of the
Corporation, if one be adopted, in safe custody, and having such other powers
and performing such other duties as may be prescribed by the Board of Directors,
the Chairman of the Board (if any), the President and these By-Laws; and

                  (d) affixing the seal of the Corporation, if one be adopted,
to contracts of the Corporation.

         Section 12. Treasurer. The Treasurer shall perform such duties and have
powers as are usually incident to the office of Treasurer including but not
limited to:

                  (a) having custody of the Corporation's funds and securities;

                  (b) keeping full and accurate account of receipts and
disbursements;

                  (c) depositing all monies and valuable effects in the name and
to the credit of the Corporation in such depository or depositories as may be
designated by the Board of Directors; and

                  (d) performing such other duties as may be prescribed by the
Board of Directors or the President.


                                       18



                                   ARTICLE VI

                                 CAPITAL STOCK.

         Section 1. Certificates of Shares. Certificates of capital stock shall
be in such form as shall be approved by the Board of Directors. Every holder of
capital stock of the Corporation shall be entitled to have a certificate or
certificates representing the number of shares of capital stock in the
Corporation owned by such holder. The certificates shall be numbered in the
order of their issue, and shall be signed by the President or one of the Vice
Presidents, and the Secretary or an Assistant Secretary or the Treasurer or an
Assistant Treasurer, and the seal of the Corporation, if one be adopted, or a
facsimile thereof shall be impressed or affixed or reproduced thereon, provided,
however, that where such certificates are signed by a transfer agent or an
assistant transfer agent or by a transfer clerk acting on behalf of the
Corporation and a registrar, the signature of any such President, Vice
President, Secretary, Assistant Secretary, Treasurer or Assistant Treasurer may
be facsimile. In case any officer or officers who shall have signed, or whose
facsimile signature or signatures shall have been used on, any such certificate
or certificates shall cease to be such officer or officers of the Corporation,
whether because of death, resignation or otherwise, before such certificate or
certificates shall have been delivered by the Corporation, such certificate or
certificates may nevertheless be issued and delivered by the Corporation with
the same effect as though the person or persons who signed such certificate or
certificates, or whose facsimile signature or signatures shall have been used
thereon have not ceased to be such officer or officers of the Corporation.


                                       19



                  If the Corporation is authorized to issue more than one class
of capital stock or more than one series of any class, the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualifications or restrictions of
such preferences and/or rights shall be set forth in full or summarized on the
face or back of the certificate or certificates which the Corporation shall
issue to represent such class or series of capital stock, provided that, except
as otherwise provided by law, in lieu of the foregoing requirements, there may
be set forth on the face or back of the certificate or certificates which the
Corporation shall issue to represent such class or series of capital stock a
statement that the Corporation will furnish without charge to each stockholder
who so requests the powers, designations, preferences and relative,
participating, optional or other special rights of each class of capital stock
or series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights.

         Section 2. Stock Book. The name of each person owning a share of the
capital stock of the Corporation shall be entered on the books of the
Corporation together with the number of shares held by each such stockholder,
the numbers of the certificates covering such shares and the dates of issue of
such certificates. The shares of stock of the Corporation shall be transferable
on the books of the Corporation by the holders thereof in person, or by their
duly authorized attorneys or legal representatives, on surrender and
cancellation of certificates for a like number of shares, accompanied by an
assignment of power of transfer endorsed thereon or attached thereto, duly
executed, and with such proof of the authenticity of the signature as the
Corporation or its agents may reasonably require. A record shall be made of each
transfer.


                                       20



                  The Board of Directors may make other and further rules and
regulations concerning the transfer and registration of certificates for stock
and may appoint a transfer agent or registrar or both and may require all
certificates of stock to bear the signature of either or both.

         Section 3. Lost Certificates. The Corporation may issue a new
certificate of stock, in the place of any certificate theretofore issued by it,
alleged to have been lost, stolen, destroyed or mutilated, and the Corporation
may, in its discretion, require the owner of the lost, stolen, destroyed or
mutilated certificate, or such owner's legal representatives, to give the
Corporation a bond with such surety or sureties as it may require, to indemnify
it against any claim that may be made against it by reason of the issue of such
new certificate and against all other liability in the premises.

                                  ARTICLE VII

                            DIVIDENDS, SURPLUS, ETC.

                  The Board of Directors shall have power to fix and vary the
amount to be set aside or reserved as working capital of the Corporation, or as
reserves, or for other proper purposes of the Corporation, and, subject to the
requirements of the Certificate of Incorporation, to determine whether any part
of the surplus or net profits of the Corporation, if any, shall be declared as
dividends and paid to the stockholders of the Corporation, and to fix the date
or dates for the payment of dividends.

                                  ARTICLE VIII

                            MISCELLANEOUS PROVISIONS.

         Section 1. Fiscal Year. The fiscal year of the Corporation shall
commence on the first day of January and end on the thirty-first day of
December.


                                       21



         Section 2. Seal. The Corporation may have a corporate seal and the
corporate seal shall be in such form as approved by the Board of Directors and
may be altered at its pleasure. The corporate seal may be used by causing it or
a facsimile thereof to be impressed or affixed or in any other manner
reproduced.

         Section 3. Notices. Except as otherwise expressly provided, any notice
required by these By-Laws to be given shall be sufficient if given by depositing
the same in a post-office or letter box in a sealed postpaid wrapper addressed
to the person entitled thereto at their address, as the same appears upon the
books of the Corporation, or by telegraphing or cabling the same to such person
at such address; and such notice shall be deemed to be given at the time it is
mailed, telegraphed or cabled.

         Section 4. Waiver of Notice. Any stockholder, director or committee
member may at any time, by writing, telegraph, cable, facsimile or e-mail, waive
any notice required to be given under these By-Laws, and if any stockholder,
director or committee member shall be present at any meeting their presence
shall constitute a waiver of such notice unless such stockholder, director or
committee member 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.

         Section 5. Checks; Notes. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the Corporation shall be signed by such officer or officers, agent or agents of
the Corporation in such manner as shall from time to time be designated by
resolution of the Board of Directors.

         Section 6. Deposit of Funds. All funds of the Corporation shall be
deposited from time to time to the credit of the Corporation in such bank or
banks, trust companies


                                       22



or other depositories as the Board of Directors may select, and, for the purpose
of such deposit, checks, drafts, warrants and other orders for the payment of
money which are payable to the order of the Corporation may be endorsed for
deposit, assigned and delivered by any officer of the Corporation or by such
agents of the Corporation as the Board of Directors or the President may
authorize for that purpose.

         Section 7. Power to Act. Except as otherwise ordered by the Board of
Directors or the Executive Committee, the President or any Vice President shall
have full power and authority on behalf of the Corporation to attend and to act
and to vote at any meeting of the stockholders of any corporation of which the
Corporation is a stockholder and to execute a proxy to any other person to
represent the Corporation at any such meeting, and at any such meeting the
President or the Treasurer or the holder of any such proxy, as the case may be,
shall possess and may exercise any and all rights and powers incident to
ownership of such stock and which, as owner thereof, the Corporation might have
possessed and exercised if present. The Board of Directors or the Executive
Committee may from time to time confer like powers upon any other person or
persons.

         Section 8. Indemnification.

                  (a) The Corporation shall, to the maximum extent permitted
from time to time under the law, indemnify every person who is or was a party or
is or was threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that such person 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 or fiduciary of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise.


                                       23



                  (b) Expenses incurred by a director or officer of the
Corporation in defending a civil or criminal action, suit or proceeding shall be
paid by the Corporation upon receipt of an undertaking by or on behalf of such
director or officer to repay such amount if it shall ultimately be determined
that he is not entitled to be indemnified by the Corporation as authorized in
this Section 8. Such expenses incurred by other employees and agents of the
Corporation and other persons eligible for indemnification under this Section 8
may be paid upon such terms and conditions, if any, as the Board of Directors
deems appropriate.

                  (c) No amendment, modification or repeal of this Section 8 or
any provision hereof shall in any manner terminate, reduce or impair the right
of any past, present or future director or officer of the Corporation or other
persons eligible for indemnification under this Section 8 to be indemnified by
the Corporation, nor the obligation of the Corporation to indemnify any such
director or officer or other persons eligible for indemnification under this
Section 8, under and in accordance with the provisions of this Section 8 as in
effect immediately prior to such amendment, modification or repeal with respect
to claims arising, in whole or in part, from a state of facts extant on the date
of, or relating to matters occurring prior to, such amendment, modification or
repeal, regardless of when such claims may arise or be asserted.

         Section 9. Interested Directors; Quorum. No contract or transaction
between the Corporation and one or more of its directors or officers, or between
the Corporation and any other corporation, partnership, association or other
organization in which one or more of its directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is


                                       24



present at or participates in the meeting of the Board of Directors or committee
thereof which authorizes the contract or transaction, or solely because his or
her or their votes are counted for such purpose, if: (1) the material facts as
to his or her relationship or interest and as to the contract or transaction are
disclosed or are known to the Board of Directors or a committee of the Board of
Directors and the Board of Directors or such committee in good faith authorizes
the contract or transaction by the affirmative votes of a majority of the
disinterested directors, even though the disinterested directors be less than a
quorum; or (2) the material facts as to his or her relationship or interest and
as to the contract or transaction are disclosed or are known to the stockholders
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the stockholders; or (3) the contract or
transaction is fair as to the Corporation as of the time it is authorized,
approved or ratified, by the Board of Directors, such committee or the
stockholders. Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or of such committee
which authorizes the contract or transaction.

                                   ARTICLE IX

         Section 1. Books and Records. All books and records provided for by
statute shall be open to inspection of the stockholders from time to time and to
the extent expressly provided by statute. The Directors may examine such books
and records at all reasonable times.

         Section 2. Amendments. These By-Laws may be altered, amended or
repealed, or new By-Laws may be adopted by, the Board of Directors (if such
power is conferred to the Board of Directors by, and subject to any restrictions
or limitations set


                                       25



forth in, the Certificate of Incorporation) at any regular meeting of the
stockholders or of the Board of Directors or at any special meeting of the
stockholders or of the Board of Directors if notice of such alteration,
amendment, repeal or adoption of new By-Laws is contained in the notice of such
special meeting. Notwithstanding this Article IX, Section 2, the stockholders
entitled to vote may adopt additional By-Laws and may amend or repeal any
By-Laws whether or not adopted by them.

         The undersigned, duly authorized officer of the Corporation, hereby
certifies that the foregoing By-Laws were adopted as of _______, 2001.


                                 By:
                                    --------------------------------
                                 Name:
                                      ------------------------------
                                 Title:
                                       -----------------------------


                                       26