SECURITIES
                             AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               ------------------



                                    FORM 8-K

                                 CURRENT REPORT



                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                          Date of Report: MAY 22, 2007
                        (Date of earliest event reported)



                         PRINCIPAL FINANCIAL GROUP, INC.
             (Exact name of registrant as specified in its charter)


         DELAWARE                    1-16725                   42-1520346
(State or other jurisdiction    (Commission file number)    (I.R.S. Employer
   of incorporation)                                      Identification Number)


                     711 HIGH STREET, DES MOINES, IOWA 50392
                    (Address of principal executive offices)

                          (515) 247-5111 (Registrant's
                     telephone number, including area code)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)
[ ] Soliciting  material pursuant to Rule 14a-12 under the Exchange Act
    (17  CFR  240.14a-12)
[ ] Pre-commencement  communications  pursuant  to  Rule 14d-2(b) under the
    Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
    Exchange Act (17 CFR 240.13e-4(c))

                               ------------------




<PAGE>



ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN
          FISCAL YEAR

On May 22, 2007,  the board of directors  (the  "Board") of Principal  Financial
Group,  Inc. (the  "Company"),  upon the  recommendation  of the  nominating and
governance  committee  of the  Board  (the  "Committee"),  voted  to  amend  the
Company's  by-laws to change the voting  standard for the election of directors.
The changes are described below. The description is qualified in its entirety by
reference  to the  Company's  amended and restated  by-laws,  an exhibit to this
report and incorporated by reference into this Item 5.03.

Effective May 23, 2007, the voting  standard for director  elections was changed
in uncontested elections from a plurality to a majority standard.  Under the new
majority standard,  a nominee in an uncontested  election will be elected if the
number of votes cast "for" such nominee  exceeds 50% of the number of votes cast
with respect to that nominee's election.  In contested director  elections,  the
plurality voting standard is retained.

Changes were also made to the director nomination procedures.  To be eligible to
be a nominee for election as a director,  a person must deliver to the Company's
corporate  secretary  a written  questionnaire,  including  with  respect to the
background  and  qualification  of such person and the  background  of any other
person or entity on whose behalf the nomination was made.  Also, the person must
deliver  to the  Company's  corporate  secretary  a written  representation  and
agreement,  and if an incumbent director, the person's irrevocable  resignation,
given in advance,  to be  effective if the person does not receive a majority of
the votes cast in an uncontested election and no successor is elected.

If a nominee  who is an  incumbent  director  is not  elected in an  uncontested
election and no successor  has been  elected,  the Board must take action on the
resignation  tendered in advance by the  director.  The  Committee  shall make a
recommendation   to  the  Board   whether  to  accept  or  reject  the  tendered
resignation, or whether other action should be taken. The Board must then act on
the tendered resignation,  publicly disclosing its decision, within 90 days from
the date election results were certified.  An incumbent  director whose tendered
resignation  is not  accepted  shall  continue  to serve  until the next  annual
meeting and until the person's  successor  is elected.  The director who tenders
his or  her  resignation  may  not  participate  in  the  recommendation  of the
Committee or the decision of the Board.


ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS

EXHIBIT NUMBER  DESCRIPTION
3.2             Amended and Restated By-laws of Principal Financial Group, Inc.
                effective May 23, 2007.



<PAGE>



                                    SIGNATURE


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                   PRINCIPAL FINANCIAL GROUP, INC.



                                   By:      /S/ JOYCE N. HOFFMAN
                                      -----------------------------------------
                                   Name:    Joyce N. Hoffman
                                   Title:   Senior Vice President and Corporate
                                            Secretary


Date:    May 29, 2007




<PAGE>


                                                                    EXHIBIT 3.2


                         PRINCIPAL FINANCIAL GROUP, INC.

                          AMENDED AND RESTATED BY-LAWS

                             Effective May 23, 2007



                                    ARTICLE I

                                  STOCKHOLDERS

Section 1.01.  ANNUAL  MEETINGS.  The annual meeting of the  stockholders of the
Corporation  for the election of Directors and for the transaction of such other
business as properly may come before such  meeting  shall be held at such place,
either within or without the State of Delaware,  or, within the sole  discretion
of the Board of Directors, by remote electronic  communication  technologies and
at such date and at such time,  as may be fixed from time to time by  resolution
of the Board of Directors and set forth in the notice or waiver of notice of the
meeting.

Section 1.02.  SPECIAL  MEETINGS.  Special  meetings of the  stockholders may be
called at any time by the Chairman of the Board, Chief Executive Officer (or, in
the event of his or her absence or disability, by the President or any Executive
Vice President), or by the Board of Directors. A special meeting shall be called
by the Chairman of the Board,  Chief Executive  Officer (or, in the event of his
or her absence or disability, by the President or any Executive Vice President),
or by the Secretary of the  Corporation  pursuant to a resolution  approved by a
majority  of the  entire  Board  of  Directors.  Such  special  meetings  of the
stockholders  shall be held at such  places,  within  or  without  the  State of
Delaware,  or, within the sole  discretion of the Board of Directors,  by remote
electronic communication  technologies,  as shall be specified in the respective
notices or  waivers  of notice  thereof.  Any power of the  stockholders  of the
Corporation to call a special meeting is specifically denied.

Section 1.03. NOTICE OF MEETINGS; WAIVER.

(a) The  Secretary of the  Corporation  or any Assistant  Secretary  shall cause
written  notice  of the  place,  if any,  date and hour of each  meeting  of the
stockholders, and, in the case of a special meeting, the purpose or purposes for
which such meeting is called, and the means of remote communications, if any, by
which  stockholders  and  proxyholders may be deemed to be present in person and
vote  at  such  meeting,  to be  given  personally  by  mail  or  by  electronic
transmission, not fewer than ten (10) nor more than sixty (60) days prior to the
meeting, to each stockholder of record entitled to vote at such meeting. If such
notice  is  mailed,  it shall be  deemed  to have  been  given  personally  to a
stockholder when deposited in the United States mail, postage prepaid,  directed
to the  stockholder  at his  or her  address  as it  appears  on the  record  of
stockholders of the Corporation,  or, if a stockholder shall have filed with the
Secretary of the Corporation a written request that notices to such  stockholder
be mailed to some other address, then directed to such stockholder at such other
address. Such further notice shall be given as may be required by law.

(b) A written  waiver of any notice of any annual or special  meeting  signed by
the person  entitled  thereto,  or a waiver by  electronic  transmission  by the
person  entitled to notice,  shall be deemed  equivalent to notice.  Neither the
business to be transacted at, nor the purpose of, any annual or special  meeting
of the stockholders need be specified in a written waiver of notice.  Attendance
of a  stockholder  at a meeting of  stockholders  shall  constitute  a waiver of
notice of such meeting,  except when the  stockholder  attends a meeting for the
express  purpose  of  objecting,  at  the  beginning  of  the  meeting,  to  the
transaction  of any  business  on the ground  that the  meeting is not  lawfully
called or convened.

(c)  For  notice  given  by  electronic  transmission  to a  stockholder  to  be
effective,  such stockholder must consent to the Corporation's  giving notice by
that  particular  form of  electronic  transmission.  A  stockholder  may revoke
consent to receive  notice by electronic  transmission  by written notice to the
Corporation.  A  stockholder's  consent to notice by electronic  transmission is
automatically  revoked if the  Corporation is unable to deliver two  consecutive
electronic  transmission  notices  and  such  inability  becomes  known  to  the
Secretary of the  Corporation,  any Assistant  Secretary,  the transfer agent or
other person responsible for giving notice.

(d) Notices are deemed given (i) if by  facsimile,  when faxed to a number where
the  stockholder has consented to receive  notice;  (ii) if by electronic  mail,
when  mailed   electronically  to  an  electronic  mail  address  at  which  the
stockholder  has  consented to receive  such  notice;  (iii) if by posting on an
electronic  network  (such as a website or  chatroom)  together  with a separate
notice to the stockholder of such specific  posting,  upon the later to occur of
(A) such posting or (B) the giving of the separate  notice of such  posting;  or
(iv) if by any other form of  electronic  communication,  when  directed  to the
stockholder in the manner consented to by the stockholder.

(e) If a stockholder  meeting is to be held via  electronic  communications  and
stockholders will take action at such meeting,  the notice of such meeting must:
(i) specify the means of remote  communications,  if any, by which  stockholders
and proxy holders may be deemed to be present and vote at such meeting; and (ii)
provide the  information  required to access the  stockholder  list. A waiver of
notice may be given by electronic transmission.

Section 1.04. QUORUM.  Except as otherwise required by law or by the Certificate
of Incorporation, the presence in person or by proxy of the holders of record of
one-third  of the shares  entitled  to vote at a meeting of  stockholders  shall
constitute a quorum for the transaction of business at such meeting.

Section 1.05.  VOTING.  If, pursuant to Section 5.05 of these By-Laws,  a record
date has been  fixed,  every  holder of record of shares  entitled  to vote at a
meeting  of  stockholders  shall be  entitled  to one (1)  vote  for each  share
outstanding  in his or her name on the books of the  Corporation at the close of
business on such  record  date.  If no record  date has been  fixed,  then every
holder of record of shares entitled to vote at a meeting of  stockholders  shall
be entitled to one (1) vote for each share of stock  standing in his or her name
on the  books  of the  Corporation  at the  close  of  business  on the day next
preceding  the day on which  notice of the  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.

Section 1.06. REQUIRED VOTE FOR DIRECTORS AND OTHER MATTERS. Each Director to be
elected by  stockholders  shall be elected  by the vote of the  majority  of the
votes cast at any meeting for the  election  of  Directors  at which a quorum is
present,  provided that if the number of persons properly  nominated to serve as
Directors  of the  Corporation  exceeds the number of Directors to be elected (a
"Contested Election"), the Directors shall be elected by the vote of a plurality
of the votes cast at any such  meeting and  entitled to vote on the  election of
Directors.  For  purposes of this  section,  a majority of votes cast shall mean
that the number of shares voted "for" a Director's  election  exceeds 50% of the
number of votes cast with  respect  to that  Director's  election.  In all other
matters,  the  affirmative  vote of the  majority of votes cast at a meeting and
voting on the subject matter shall be the act of the stockholders. Votes cast in
each  case  shall  include  votes to  withhold  authority  for the  election  of
Directors and exclude abstentions.

Section 1.07.  RESIGNATION  IF NOT ELECTED.  If a nominee for Director who is an
incumbent Director is not elected at a meeting for the election of Directors and
no successor has been elected at such meeting,  the Board of Directors shall act
on the resignation that was tendered by the incumbent nominee for Director under
the provisions of Section 1.08 of these  By-Laws.  The Nominating and Governance
Committee shall make a recommendation to the Board of Directors as to whether to
accept or reject the tendered  resignation,  or whether  other action  should be
taken. The Board of Directors shall act on the tendered resignation, taking into
account the Nominating and Governance Committee's  recommendation,  and publicly
disclose  (by a press  release,  a  filing  with  the  Securities  and  Exchange
Commission or other broadly  disseminated  means of communication)  its decision
regarding the tendered  resignation and the rationale behind the decision within
90 days  from  the  date  of the  certification  of the  election  results.  The
Nominating and Governance Committee in making its recommendation,  and the Board
of  Directors  in making its  decision,  may each  consider any factors or other
information that it considers appropriate and relevant. The Director who tenders
his or her  resignation  shall  not  participate  in the  recommendation  of the
Nominating  and  Governance  Committee or the decision of the Board of Directors
with respect to his or her resignation. If such incumbent Director's resignation
is not accepted by the Board of Directors, such Director shall continue to serve
until the next annual meeting and until his or her successor is duly elected, or
his or her  earlier  resignation  or removal.  If a  Director's  resignation  is
accepted by the Board of Directors pursuant to this section, or if a nominee for
Director is not elected and the nominee is not an incumbent  Director,  then the
Board of  Directors,  in its sole  discretion,  may fill any  resulting  vacancy
pursuant to the  provisions of Section 2.14 of these By-Laws or may decrease the
size of the Board of  Directors  pursuant to the  provisions  of Section 2.02 of
these By-Laws.

Section 1.08. SUBMISSION OF QUESTIONNAIRE,  REPRESENTATION AND AGREEMENT.  To be
eligible  to be a nominee  for  election  or  reelection  as a  Director  of the
Corporation,  a person  must  deliver  (in  accordance  with  the  time  periods
prescribed  for delivery of notice under  Section 1.13 of these  By-Laws) to the
Secretary  at the  principal  executive  offices  of the  Corporation  a written
questionnaire  with respect to the background and  qualification  of such person
and the  background of any other person or entity on whose behalf the nomination
is being made  (which  questionnaire  shall be provided  by the  Secretary  upon
written  request)  and a  written  representation  and  agreement  (in the  form
provided by the  Secretary  upon written  request) that such person (A) will and
therewith  does  tender  for  action  by  the  Board  an  advance,   irrevocable
resignation in the event such person is an incumbent nominee for Director and is
not elected at a meeting for the election of Directors and no successor has been
elected  at such  meeting,  (B) is not and  will  not  become a party to (1) any
agreement,  arrangement or understanding  with, and has not given any commitment
or  assurance  to, any person or entity as to how such  person,  if elected as a
Director  of the  Corporation,  will  act or vote on any  issue or  question  (a
"Voting  Commitment")  that has not been disclosed to the Corporation or (2) any
Voting  Commitment  that could limit or interfere with such person's  ability to
comply if elected as a Director of the Corporation, with such person's fiduciary
duties  under  applicable  law,  (C) is not and will  not  become a party to any
agreement, arrangement or understanding with any person or entity other than the
Corporation with respect to any direct or indirect  compensation,  reimbursement
or  indemnification  in connection with service or action as a Director that has
not been disclosed therein,  and (D) in such person's individual capacity and on
behalf of any person or entity on whose  behalf the  nomination  is being  made,
would be in compliance,  if elected as a Director of the  Corporation,  and will
comply with all applicable publicly disclosed corporate governance,  conflict of
interest,   confidentiality   and  stock  ownership  and  trading  policies  and
guidelines of the Corporation.

Section 1.09.  VOTING BY BALLOT.  No vote of the  stockholders on an election of
Directors need be taken by written ballot or by electronic  transmission  unless
otherwise  required  by law.  Any vote not  required to be taken by ballot or by
electronic  transmission may be conducted in any manner approved by the Board of
Directors prior to the meeting at which such vote is taken.

Section  1.10.  ADJOURNMENT.  If a quorum is not  present at any  meeting of the
stockholders,  the  stockholders  present  in person or by proxy  shall have the
power to adjourn any such  meeting  from time to time until a quorum is present.
Notice of any adjourned  meeting of the stockholders of the Corporation need not
be given if the  place,  if any,  date and hour  thereof  are  announced  at the
meeting  at which the  adjournment  is  taken,  provided,  however,  that if the
adjournment is for more than thirty (30) days, or if after the adjournment a new
record date for the adjourned meeting is fixed pursuant to Section 5.05 of these
By-Laws,  a notice of the adjourned  meeting,  conforming to the requirements of
Section 1.03 hereof,  shall be given to each  stockholder of record  entitled to
vote at such meeting. At any adjourned meeting at which a quorum is present, any
business may be transacted  that might have been transacted on the original date
of the meeting.

Section 1.11.  PROXIES.  Any stockholder  entitled to vote at any meeting of the
stockholders may authorize another person or persons to vote at any such meeting
and express such consent or dissent for him or her by proxy.  A stockholder  may
authorize  a valid  proxy by  executing  a  written  instrument  signed  by such
stockholder, or by causing his or her signature to be affixed to such writing by
any reasonable means including,  but not limited to, by facsimile signature,  or
by  transmitting or authorizing  the  transmission  of a telegram,  cablegram or
other means of electronic transmission to the person designated as the holder of
the proxy, a proxy  solicitation  firm or a like authorized agent. No such proxy
shall be voted or acted upon after the  expiration  of three years from the date
of such proxy, unless such proxy provides for a longer period. Every proxy shall
be revocable at the pleasure of the  stockholder  executing  it, except in those
cases  where  applicable  law  provides  that a proxy  shall be  irrevocable.  A
stockholder  may revoke any proxy  which is not  irrevocable  by  attending  the
meeting and voting in person or by filing with the Secretary of the  Corporation
either an  instrument  in writing  revoking the proxy or another  duly  executed
proxy bearing a later date.  Proxies by telegram,  cablegram or other electronic
transmission  must either set forth or be submitted with  information from which
it  can  be  determined  that  the  telegram,   cablegram  or  other  electronic
transmission   was   authorized  by  the   stockholder.   Any  copy,   facsimile
telecommunication  or other reliable  reproduction  of a writing or transmission
created  pursuant  to this  section  may be  substituted  or used in lieu of the
original writing or transmission for any and all purposes for which the original
writing  or  transmission  could be used,  provided  that such  copy,  facsimile
telecommunication or other reproduction shall be a complete  reproduction of the
entire original writing or transmission.

Section 1.12.  ORGANIZATION;  PROCEDURE.  At every meeting of  stockholders  the
presiding  officer shall be the Chairman of the Board or, in the event of his or
her absence or disability, a presiding officer chosen by the Board of Directors.
The  Secretary  of the  Corporation,  or in the event of his or her  absence  or
disability,  an  Assistant  Secretary,  if  any,  or if  there  be no  Assistant
Secretary,  in the absence of the Secretary of the Corporation,  an appointee of
the  presiding  officer,  shall act as Secretary  of the  meeting.  The order of
business and all other matters of procedure at every meeting of stockholders may
be determined by such presiding officer.

Section 1.13. NOTICE OF STOCKHOLDER BUSINESS AND NOMINATIONS.

(a)  ANNUAL MEETINGS OF STOCKHOLDERS.

(i)  Nominations  of  persons  for  election  to the Board of  Directors  of the
Corporation  and the proposal of business to be considered  by the  stockholders
may be made at an annual meeting of  stockholders  (A) by or at the direction of
the Board of Directors or the Chairman of the Board,  or (B) by any  stockholder
of the Corporation who is entitled to vote at the meeting, who complies with the
notice  procedures set forth in clauses (ii) and (iii) of this paragraph and who
was a  stockholder  of  record  at the time  such  notice  is  delivered  to the
Secretary of the Corporation and at the time of the annual meeting.

(ii) For  nominations or other business to be properly  brought before an annual
meeting by a  stockholder,  pursuant to clause (B) of  paragraph  (a)(i) of this
Section 1.13, the  stockholder  must have given timely notice thereof in writing
or by electronic transmission to the Secretary of the Corporation and such other
business must otherwise be a proper matter for stockholder action. To be timely,
a stockholder's notice shall be delivered to the Secretary of the Corporation at
the principal  executive  offices of the  Corporation not fewer than ninety (90)
days nor more than one hundred twenty (120) days prior to the first  anniversary
of the preceding year's annual meeting and in any event at least forty-five (45)
days prior to the first  anniversary of the date on which the  registrant  first
mailed its proxy materials for the prior year's annual meeting of  stockholders;
PROVIDED, that if the date of the annual meeting is advanced by more than thirty
(30) days or delayed by more than seventy (70) days from such anniversary  date,
notice by the stockholder to be timely must be so delivered not earlier than one
hundred  twenty  (120) days prior to such annual  meeting and not later than the
close of business on the later of the ninetieth day prior to such annual meeting
or the tenth day following the day on which public  announcement  of the date of
such  meeting is first  made.  In no event  shall the  adjournment  of an annual
meeting  commence a new time period for the giving of a stockholder's  notice as
described  above.  Such  stockholder's  notice  shall  set  forth  (A) as to the
stockholder  giving the notice and the beneficial owner, if any, on whose behalf
the  nomination  or  proposal  is being  made (1) the name and  address  of such
stockholder,  as they appear on the Corporation's  books, and of such beneficial
owner,  (2) the class and  number of shares of the  Corporation  which are owned
beneficially  and of record by such  stockholder and such beneficial  owner, and
(3) all information relating to such stockholder and beneficial owner that would
be required to be disclosed in solicitations of proxies for, as applicable,  the
proposal  and/or the election of Directors,  or is otherwise  required,  in each
case pursuant to Regulation  14A under the  Securities  Exchange Act of 1934, as
amended (the  "Exchange  Act"),  and Rule 14a-11  thereunder,  or any  successor
provisions,  including,  in the case of nominations for Director,  such person's
written  consent  to being  named in the proxy  statement  as a  nominee  and to
serving as a Director  if elected,  (B) as to each  person whom the  stockholder
proposes to nominate for election or reelection as a Director, (1) a description
of all direct and indirect  compensation and other material monetary agreements,
arrangements  and  understandings  during  the past three  years,  and any other
material relationships,  between or among such stockholder and beneficial owner,
if any, and their  respective  affiliates  and  associates,  or others acting in
concert  therewith,  on the one hand,  and each proposed  nominee and his or her
respective affiliates and associates,  or others acting in concert therewith, on
the other hand,  including  without  limitation  all  information  that would be
required to be disclosed  pursuant to Item 404 of Regulation S-K  promulgated by
the Securities and Exchange  Commission if the stockholder making the nomination
and any beneficial  owner on whose behalf the nomination is made, if any, or any
affiliate or associate thereof or person acting in concert  therewith,  were the
"registrant"  for  purposes  of such rule and the  nominee  were a  director  or
executive  officer of such  registrant,  and (2) such other  information  as may
reasonably be required by the  Corporation to determine the  eligibility of such
proposed nominee to serve as an independent  Director of the Corporation or that
could  be  material  to  a  reasonable   stockholder's   understanding   of  the
independence, or lack thereof, of such nominee; and (C) as to any other business
that  the  stockholder  proposes  to  bring  before  the  meeting,  (1) a  brief
description  of the  business  desired to be brought  before  the  meeting,  the
reasons for conducting such business at the meeting and any material interest in
such business of such  stockholder  and of any beneficial  owner on whose behalf
the proposal is made, and (2) a description of all agreements,  arrangements and
understandings  between such  stockholder and beneficial  owner, if any, and any
other person or persons  (including their names) in connection with the proposal
of such business by such stockholder.

(iii)  Notwithstanding  anything in the second sentence of paragraph  (a)(ii) of
this Section 1.13 to the contrary,  in the event that the number of Directors to
be elected to the Board of Directors of the  Corporation  is increased and there
is no public  announcement naming all of the nominees for Director or specifying
the size of the increased  Board of Directors  made by the  Corporation at least
one hundred (100) days prior to the first  anniversary  of the preceding  year's
annual  meeting,  a  stockholder's  notice  under this  paragraph  shall also be
considered  timely,  but only with  respect to  nominees  for any new  positions
created by such  increase,  if it shall be  delivered  to the  Secretary  of the
Corporation at the principal executive offices of the Corporation not later than
the close of  business on the tenth day  following  the day on which such public
announcement is first made by the Corporation.

(b) SPECIAL  MEETINGS  OF  STOCKHOLDERS.  Only such  business as shall have been
brought  before  the  special  meeting  of  the  stockholders  pursuant  to  the
Corporation's  notice of meeting pursuant to Section 1.03 of these By-Laws shall
be conducted at such meeting.  Nominations  of persons for election to the Board
of Directors may be made at a special meeting of stockholders at which Directors
are to be elected pursuant to the  Corporation's  notice of meeting (1) by or at
the  direction  of the  Board  of  Directors  or (2) by any  stockholder  of the
Corporation who is entitled to vote at the meeting, who complies with the notice
procedures  set forth in this Section 1.13 and who is a stockholder of record at
the time such notice is delivered to the Secretary of the Corporation and at the
time of the special meeting. Nominations by stockholders of persons for election
to the Board of Directors may be made at such special meeting of stockholders if
the  stockholder's  notice as required by paragraph (a)(ii) of this Section 1.13
(including the completed and signed questionnaire,  representation and agreement
required by Section 1.08 of these  By-Laws)  shall be delivered to the Secretary
of the  Corporation at the principal  executive  offices of the  Corporation not
earlier  than the one hundred and  twentieth  (120th) day prior to such  special
meeting and not later than the close of  business on the later of the  ninetieth
(90th) day prior to such special  meeting or the tenth (10th) day  following the
day on  which  public  announcement  is first  made of the  date of the  special
meeting and of the nominees  proposed by the Board of Directors to be elected at
such meeting.  In no event shall the adjournment of a special meeting commence a
new time period for the giving of a stockholder's notice as described above.

(c)  GENERAL.

(i) Only persons who are nominated in accordance  with the  procedures set forth
in this  Section  1.13 and Section  1.08 of these  By-Laws  shall be eligible to
serve as  Directors  and only such  business  shall be conducted at a meeting of
stockholders  as shall have been brought  before the meeting in accordance  with
the procedures set forth in this Section 1.13.  Except as otherwise  provided by
law, the  Certificate of  Incorporation  or these  By-Laws,  the Chairman of the
meeting  shall have the power and duty to determine  whether a nomination or any
business  proposed to be brought before the meeting was made in accordance  with
the procedures set forth in this Section 1.13 and, if any proposed nomination or
business is not in  compliance  with this  Section  1.13,  to declare  that such
defective proposal or nomination shall be disregarded.

(ii) For  purposes  of this  Section  1.13,  "public  announcement"  shall  mean
disclosure in a press release reported by the Dow Jones News Service, Associated
Press or comparable national news service or in a document publicly filed by the
Corporation with the Securities and Exchange  Commission pursuant to Section 13,
14, or 15(d) of the Exchange Act.

(iii)   Notwithstanding  the  foregoing  provisions  of  this  Section  1.13,  a
stockholder  shall also comply with all applicable  requirements of the Exchange
Act and the rules and  regulations  thereunder  with  respect to the matters set
forth in this  Section  1.13.  Nothing in this  Section  1.13 shall be deemed to
affect any rights (A) of stockholders  to request  inclusion of proposals in the
Corporation's  proxy statement pursuant to Rule 14a-8 under the Exchange Act, or
(B) of the holders of any series of Preferred  Stock, if any, to elect Directors
if so provided under any applicable  Preferred Stock  Certificate of Designation
(as defined in the Certificate of Incorporation).

Section  1.14.   INSPECTORS   OF   ELECTIONS.   Preceding  any  meeting  of  the
stockholders,  the Board of Directors  shall  appoint one (1) or more persons to
act as  Inspectors of  Elections,  and may  designate one (1) or more  alternate
inspectors.  In the event no  inspector  or alternate is able to act, the person
presiding at the meeting shall appoint one (1) or more  inspectors to act at the
meeting. Each inspector,  before entering upon the discharge of the duties of an
inspector,  shall  take and sign an oath  faithfully  to  execute  the duties of
inspector  with  strict  impartiality  and  according  to the best of his or her
ability. The inspector shall:

(a) ascertain the number of shares outstanding and the voting power of each;

(b)  determine the shares  represented  at a meeting and the validity of proxies
and ballots;

(c) specify the information  relied upon to determine the validity of electronic
transmissions in accordance with Section 1.09 hereof;

(d) count all votes and ballots;

(e) determine and retain for a reasonable  period a record of the disposition of
any challenges made to any determination by the inspectors; and

(f) certify his or her determination of the number of shares  represented at the
meeting, and his or her count of all votes and ballots;

(g) appoint or retain other persons or entities to assist in the  performance of
the duties of inspector; and

(h) when  determining  the shares  represented  and the  validity of proxies and
ballots,  be limited to an examination of the proxies,  any envelopes  submitted
with those proxies,  any information provided in accordance with Section 1.09 of
these By-Laws, ballots and the regular books and records of the Corporation. The
inspector may consider other  reliable  information  for the limited  purpose of
reconciling  proxies and ballots submitted by or on behalf of banks,  brokers or
their nominees or a similar person which represent more votes than the holder of
a proxy  is  authorized  by the  record  owner  to cast or more  votes  than the
stockholder  holds  of  record.  If  the  inspector   considers  other  reliable
information as outlined in this section,  the  inspector,  at the time of his or
her certification  pursuant to paragraph (f) of this section,  shall specify the
precise information considered,  the person or persons from whom the information
was  obtained,  when  this  information  was  obtained,  the  means by which the
information  was obtained,  and the basis for the  inspector's  belief that such
information is accurate and reliable.

Section  1.15.  OPENING AND CLOSING OF POLLS.  The date and time for the opening
and the closing of the polls for each  matter to be voted upon at a  stockholder
meeting  shall be announced at the meeting.  The  inspector  shall be prohibited
from  accepting  any  ballots,  proxies or votes or any  revocations  thereof or
changes  thereto  after the  closing of the polls,  unless the Court of Chancery
upon application by a stockholder shall determine otherwise.

Section 1.16. NO STOCKHOLDER ACTION BY WRITTEN CONSENT. Effective as of the time
the Common Stock shall be registered  pursuant to the provisions of the Exchange
Act, any action  required or permitted  to be taken by the  stockholders  of the
Corporation  must be effected at a duly called annual or special  meeting of the
stockholders of the Corporation,  and the ability of the stockholders to consent
in writing to the taking of any action is specifically denied.




                                   ARTICLE II

                               BOARD OF DIRECTORS


Section 2.01.  GENERAL  POWERS.  Except as may otherwise be provided by law, the
Certificate  of  Incorporation  or these  By-Laws,  the  property,  affairs  and
business of the  Corporation  shall be managed by or under the  direction of the
Board of Directors and the Board of Directors may exercise all the powers of the
Corporation.

Section 2.02.  NUMBER OF DIRECTORS.  Subject to the rights of the holders of any
class or series of Preferred  Stock,  if any,  the number of Directors  shall be
fixed  from time to time  exclusively  pursuant  to a  resolution  adopted  by a
majority of the entire Board of Directors;  provided, however, that the Board of
Directors shall at no time consist of fewer than three (3) Directors.

Section  2.03.  CLASSIFIED  BOARD  OF  DIRECTORS;  ELECTION  OF  DIRECTORS.  The
Directors of the Corporation,  subject to the rights of the holders of shares of
any class or series of Preferred Stock,  shall be classified with respect to the
time for which they  severally  hold office,  into three (3) classes,  as nearly
equal in number as possible, one class ("CLASS I") whose initial term expires at
the 2002  annual  meeting of  stockholders,  another  class  ("CLASS  II") whose
initial term  expires at the 2003 annual  meeting of  stockholders,  and another
class  ("CLASS  III") whose  initial term expires at the 2004 annual  meeting of
stockholders,  with each class to hold office until its  successors  are elected
and qualified.  Except as otherwise  provided in Sections 2.12 and 2.13 of these
By-Laws, at each annual meeting of stockholders of the Corporation,  and subject
to the  rights of the  holders  of  shares  of any class or series of  Preferred
Stock,  the  successors  of the class of  Directors  whose term  expires at that
meeting  shall be  elected  to hold  office  for a term  expiring  at the annual
meeting  of  stockholders  held in the third  year  following  the year of their
election.

Section 2.04.  THE CHAIRMAN OF THE BOARD.  The Directors  shall elect from among
the members of the Board a "Chairman  of the Board".  The  Chairman of the Board
shall be deemed an officer  of the  Corporation  and shall have such  duties and
powers as set forth in these By-Laws or as shall otherwise be conferred upon the
Chairman of the Board from time to time by the Board of Directors.  The Chairman
of the Board shall,  if present,  preside over all meetings of the  Stockholders
and of the  Board of  Directors.  The  Board of  Directors  shall by  resolution
establish  a  procedure  to provide  for an acting  Chairman of the Board in the
event  the  current  Chairman  of the  Board is  unable  to serve or act in that
capacity.

Section 2.05.  ANNUAL AND REGULAR  MEETINGS.  The annual meeting of the Board of
Directors for the purpose of electing  officers and for the  transaction of such
other  business  as may  come  before  the  meeting  shall  be  held  as soon as
reasonably  practicable  following  adjournment  of the  annual  meeting  of the
stockholders at the place of such annual meeting of the stockholders.  Notice of
such annual  meeting of the Board of Directors  need not be given.  The Board of
Directors from time to time may by resolution provide for the holding of regular
meetings  and fix the  place  (which  may be  within  or  without  the  State of
Delaware)  and the date and hour of such  meetings.  Notice of regular  meetings
need not be given,  provided,  however, that if the Board of Directors shall fix
or change the time or place of any regular meeting,  notice of such action shall
be mailed promptly, or sent by telephone,  including a voice messaging system or
other  system  or  technology  designed  to  record  and  communicate  messages,
telegraph,  facsimile,  electronic  mail  or  other  electronic  means,  to each
Director who shall not have been present at the meeting at which such action was
taken,  addressed to him or her at his or her usual place of business,  or shall
be delivered to him or her  personally.  Notice of such action need not be given
to any Director who attends the first regular meeting after such action is taken
without  protesting  the  lack  of  notice  to him or  her,  prior  to or at the
commencement of such meeting,  or to any Director who submits a signed waiver of
notice, whether before or after such meeting.

Section  2.06.  SPECIAL  MEETINGS;  NOTICE.  Special  meetings  of the  Board of
Directors  shall be held  whenever  called by the  Chairman of the Board,  Chief
Executive Officer (or, in the event of his or her absence or disability,  by the
President or any Executive  Vice  President),  or by the Board of Directors,  at
such place  (within or without the State of  Delaware),  date and hour as may be
specified  in the  respective  notices or  waivers  of notice of such  meetings.
Special  meetings of the Board of  Directors  also may be held  whenever  called
pursuant  to a  resolution  approved  by a  majority  of  the  entire  Board  of
Directors.  Special  meetings  of  the  Board  of  Directors  may be  called  on
twenty-four (24) hours' notice,  if notice is given to each Director  personally
or by  telephone,  including  a voice  messaging  system,  or  other  system  or
technology designed to record and communicate  messages,  telegraph,  facsimile,
electronic  mail or other  electronic  means,  or on five (5) days'  notice,  if
notice is mailed to each  Director,  addressed to him or her at his or her usual
place of business or to such other address as any Director may request by notice
to the  Secretary.  Notice  of any  special  meeting  need  not be  given to any
Director who attends such meeting  without  protesting the lack of notice to him
or her, prior to or at the commencement of such meeting,  or to any Director who
submits a signed waiver of notice, whether before or after such meeting, and any
business may be transacted thereat.

Section 2.07.  QUORUM;  VOTING.  At all meetings of the Board of Directors,  the
presence  of at least a majority  of the total  authorized  number of  Directors
shall  constitute a quorum for the transaction of business.  Except as otherwise
required by law, the vote of at least a majority of the Directors present at any
meeting at which a quorum is present shall be the act of the Board of Directors.

Section 2.08. ADJOURNMENT. A majority of the Directors present, whether or not a
quorum is present,  may adjourn any meeting of the Board of Directors to another
time or place. No notice need be given of any adjourned  meeting unless the time
and place of the adjourned meeting are not announced at the time of adjournment,
in which case notice  conforming  to the  requirements  of Section 2.05 of these
By-Laws shall be given to each Director.

Section 2.09.  ACTION WITHOUT A MEETING.  Any action required or permitted to be
taken at any meeting of the Board of Directors may be taken without a meeting if
all  members  of the  Board  of  Directors  consent  thereto  in  writing  or by
electronic transmission,  and such writing,  writings or electronic transmission
or  transmissions  are filed  with the  minutes of  proceedings  of the Board of
Directors.  Such filing shall be in paper form if the minutes are  maintained in
paper form and shall be in  electronic  form if the  minutes are  maintained  in
electronic form.

Section  2.10.  REGULATIONS;  MANNER OF ACTING.  To the extent  consistent  with
applicable law, the Certificate of Incorporation and these By-Laws, the Board of
Directors may adopt by resolution  such rules and regulations for the conduct of
meetings  of the Board of  Directors  and for the  management  of the  property,
affairs  and  business of the  Corporation  as the Board of  Directors  may deem
appropriate.  The  Directors  shall  act  only as a Board of  Directors  and the
individual  Directors shall have no power in their individual  capacities unless
expressly authorized by the Board of Directors.

Section  2.11.  ACTION BY  TELEPHONIC  COMMUNICATIONS.  Members  of the Board of
Directors  may  participate  in a meeting of the Board of  Directors by means of
conference  telephone  or other  communications  equipment by means of which all
persons participating in the meeting can hear each other, and participation in a
meeting pursuant to this provision shall  constitute  presence in person at such
meeting.

Section 2.12. RESIGNATIONS. Any Director may resign at any time by submitting an
electronic transmission or by delivering a written notice of resignation, signed
by  such  Director,  to the  Chairman  of the  Board  or the  Secretary.  Unless
otherwise specified therein,  such as an advance resignation tendered for action
under Section 1.07 of these  By-Laws,  such  resignation  shall take effect upon
delivery.

Section 2.13. REMOVAL OF DIRECTORS.  Subject to the rights of the holders of any
class or series of Preferred Stock, if any, to elect additional  Directors under
specified  circumstances,  any Director may be removed at any time, but only for
cause,  upon the  affirmative  vote of the holders of a majority of the combined
voting power of the then outstanding  stock of the Corporation  entitled to vote
generally  in the election of  Directors.  Any vacancy in the Board of Directors
caused by any such  removal  may be filled at such  meeting by the  stockholders
entitled  to  vote  for  the  election  of the  Director  so  removed.  If  such
stockholders  do not fill such  vacancy at such  meeting,  such  vacancy  may be
filled in the manner provided in Section 2.14 of these By-Laws.

Section 2.14. VACANCIES AND NEWLY CREATED  DIRECTORSHIPS.  Subject to the rights
of the  holders  of any class or series of  Preferred  Stock,  if any,  to elect
additional  Directors under specified  circumstances,  and except as provided in
Section 2.13, if any vacancies shall occur in the Board of Directors,  by reason
of death,  resignation,  removal or otherwise,  or if the  authorized  number of
Directors  shall be increased,  the Directors  then in office shall  continue to
act,  and such  vacancies  and newly  created  Directorships  may be filled by a
majority  of the  Directors  then in office,  although  less than a quorum.  Any
Director  filling a vacancy  shall be of the same class as that of the  Director
whose death,  resignation,  removal or other event  caused the vacancy,  and any
Director filling a newly created Directorship shall be of the class specified by
the Board of Directors at the time the newly created Directorships were created.
A Director elected to fill a vacancy or a newly created  Directorship shall hold
office until his or her successor has been elected and qualified or until his or
her earlier death, resignation or removal.

Section 2.15.  COMPENSATION.  The amount,  if any,  which each Director shall be
entitled to receive as compensation  for such Director's  services as such shall
be fixed from time to time by resolution of the Board of Directors.

Section 2.16. RELIANCE ON ACCOUNTS AND REPORTS,  ETC. A Director, or a member of
any committee  designated by the Board of Directors shall, in the performance of
such Director's or member's duties,  be fully protected in relying in good faith
upon the records of the Corporation and upon information,  opinions,  reports or
statements presented to the Corporation by any of the Corporation's  officers or
employees,  or committees designated by the Board of Directors,  or by any other
person as to the matters  the  Director or the member  reasonably  believes  are
within such other person's  professional  or expert  competence and who has been
selected with reasonable care by or on behalf of the Corporation.



                                   ARTICLE III

                    EXECUTIVE COMMITTEE AND OTHER COMMITTEES

Section  3.01.  EXECUTIVE  COMMITTEE.  The Board of Directors  shall  appoint an
Executive Committee  consisting of five (5) Directors.  Members of the Executive
Committee  shall be  appointed  by and  serve at the  pleasure  of the  Board of
Directors.  The  Chairman  of the  Board  shall  be a  member  of the  Executive
Committee  and  shall,  if  present,  preside at each  meeting of the  Executive
Committee.  The Chief Executive  Officer,  if different than the Chairman of the
Board,  shall be a member  of the  Executive  Committee  and in the  event of an
absence or vacancy in the office of the Chairman of the Board,  shall preside at
meetings of the  Executive  Committee.  If the Chairman of the Board is also the
Chief  Executive  Officer,  any other  member  of the  Executive  Committee,  as
determined by the members of the Executive Committee present, shall preside at a
meeting of the Executive  Committee in the absence of the Chairman of the Board.
The Secretary shall act as secretary of the Executive Committee and shall keep a
record of all proceedings of the Executive Committee.  A majority of the members
of the Executive Committee shall constitute a quorum.

Section 3.02. POWERS OF EXECUTIVE COMMITTEE.  The Executive Committee shall have
and, to the extent permitted by law, may exercise all of the powers of the Board
of Directors in the  management and affairs of the  Corporation  except when the
Board of Directors is in session.

Section 3.03. OTHER COMMITTEES. The Board of Directors, by resolution adopted by
the  affirmative  vote of a majority of Directors then in office,  may establish
one (1) or more other  committees of the Board of Directors,  each  committee to
consist  of such  number of  Directors  as from time to time may be fixed by the
Board of Directors.  Any such committee shall serve at the pleasure of the Board
of Directors.  Each such committee shall have the powers and duties delegated to
it by the Board of Directors, subject to the limitations set forth in applicable
Delaware  law.  The Board of  Directors  may elect one or more of its members as
alternate  members  of any such  committee  who may take the place of any absent
member or members at any meeting of such committee, upon request of the Chairman
of the Board or the Chairman of such committee.

Section  3.04.  POWERS.  Each  committee,  except as otherwise  provided in this
section,  shall have and may  exercise  such powers of the Board of Directors as
may be provided by resolution or resolutions of the Board of Directors.  Neither
the  Executive  Committee  nor any  other  committee  shall  have  the  power or
authority:

(a) to approve or adopt, or recommend to the stockholders,  any action or matter
expressly  required  by  the  General  Corporation  Law to be  submitted  to the
stockholders for approval; or

(b) to adopt, amend or repeal the By-Laws of the Corporation.

Section  3.05.  PROCEEDINGS.  Each  such  committee  may fix its  own  rules  of
procedure  and may meet at such place (within or without the State of Delaware),
at such time and upon such notice,  if any, as it shall  determine  from time to
time. Each such committee shall keep minutes of its proceedings and shall report
such  proceedings  to the  Board of  Directors  at the  meeting  of the Board of
Directors next following any such proceedings.

Section 3.06. QUORUM AND MANNER OF ACTING.  Except as may be otherwise  provided
in the resolution creating such committee, at all meetings of any committee, the
presence of members (or alternate members)  constituting a majority of the total
authorized  membership  of such  committee  shall  constitute  a quorum  for the
transaction of business.  The act of the majority of the members  present at any
meeting at which a quorum is  present  shall be the act of such  committee.  Any
action  required or permitted  to be taken at any meeting of any such  committee
may be taken without a meeting,  if all members of such committee  shall consent
to such  action in  writing  or by  electronic  transmission  and such  writing,
writings or electronic  transmission or transmissions are filed with the minutes
of the  proceedings of the committee.  Such filing shall be in paper form if the
minutes  are in paper form and shall be in  electronic  form if the  minutes are
maintained in electronic  form. The members of any such committee shall act only
as a committee, and the individual members of such committee shall have no power
in their  individual  capacities  unless  expressly  authorized  by the Board of
Directors.

Section 3.07. ACTION BY TELEPHONIC COMMUNICATIONS.  Unless otherwise provided by
the Board of Directors, members of any committee may participate in a meeting of
such  committee  by  means  of  conference  telephone  or  other  communications
equipment  by means of which all persons  participating  in the meeting can hear
each other,  and  participation  in a meeting  pursuant to this provision  shall
constitute presence in person at such meeting.

Section 3.08. ABSENT OR DISQUALIFIED MEMBERS. In the absence or disqualification
of a member of any committee, if no alternate member is present to act in his or
her  stead,  the  member or  members  thereof  present  at any  meeting  and not
disqualified  from voting,  whether or not he, she or they  constitute a quorum,
may  unanimously  appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member.

Section  3.09.  RESIGNATIONS.  Any  member  (and any  alternate  member)  of any
committee may resign at any time by delivering a written notice of  resignation,
signed by such  member,  to the Board of Directors or the Chairman of the Board.
Unless otherwise  specified  therein,  such  resignation  shall take effect upon
delivery.

Section 3.10.  REMOVAL.  Any member (and any alternate  member) of any committee
may be removed at any time,  either for or without cause, by resolution  adopted
by a majority of the whole Board of Directors.

Section 3.11. VACANCIES.  If any vacancy shall occur in any committee, by reason
of disqualification,  death,  resignation,  removal or otherwise,  the remaining
members (and any alternate  members) shall continue to act, and any such vacancy
may be filled by the Board of Directors.



                                   ARTICLE IV

                                    OFFICERS

Section 4.01.  CHIEF  EXECUTIVE  OFFICER.  The Board of Directors  shall elect a
Chief  Executive  Officer to serve at the pleasure of the Board of Directors who
shall (a)  supervise  the  carrying  out of policies  adopted or approved by the
Board of Directors,  (b) exercise a general supervision and superintendence over
all the  business  and affairs of the  Corporation,  and (c) possess  such other
powers and perform  such other  duties as may be assigned to him or her by these
By-Laws,  as may from time to time be assigned by the Board of Directors  and as
may be incident to the office of Chief Executive Officer.

Section 4.02. SECRETARY OF THE CORPORATION. The Board of Directors shall appoint
a  Secretary  of the  Corporation  to  serve  at the  pleasure  of the  Board of
Directors.  The  Secretary  of the  Corporation  shall (a) keep  minutes  of all
meetings of the  stockholders  and of the Board of Directors,  (b)  authenticate
records of the Corporation and (c) in general, have such powers and perform such
other duties as may be assigned to him or her by these By-Laws, as may from time
to time  be  assigned  to him or her by the  Board  of  Directors  or the  Chief
Executive  Officer  and as may be  incident  to the office of  Secretary  of the
Corporation.

Section 4.03.  OTHER OFFICERS  ELECTED BY BOARD OF DIRECTORS.  At any meeting of
the Board of  Directors,  the Board of  Directors  may elect a  President,  Vice
Presidents,  a Chief  Financial  Officer,  a  Treasurer,  Assistant  Treasurers,
Assistant Secretaries, or such other officers of the Corporation as the Board of
Directors  may  deem  necessary,  to  serve  at the  pleasure  of the  Board  of
Directors.  Other  officers  elected by the Board of  Directors  shall have such
powers  and  perform  such  duties as may be  assigned  to such  officers  by or
pursuant to  authorization  of the Board of Directors or by the Chief  Executive
Officer.

Section  4.04.  OTHER  OFFICERS.  The  Board  of  Directors  may  authorize  the
Corporation to elect or appoint other officers,  each of whom shall serve at the
pleasure of the  Corporation.  Officers  elected or appointed by the Corporation
shall have such powers and perform such duties as may be assigned to them by the
Corporation.

Section  4.05.  SALARIES.  The  salaries  of  all  officers  and  agents  of the
Corporation  shall be fixed by or  pursuant  to  authorization  of the  Board of
Directors.

Section 4.06. REMOVAL AND RESIGNATION; VACANCIES. Any officer may be removed for
or without cause at any time by the Board of  Directors.  Any officer may resign
at any time by  delivering  a  written  notice  of  resignation,  signed by such
officer,  to the Board of  Directors  or the  Chief  Executive  Officer.  Unless
otherwise  specified therein,  such resignation shall take effect upon delivery.
Any vacancy  occurring in any office of the  Corporation by death,  resignation,
removal or  otherwise,  shall be filled by or pursuant to  authorization  of the
Board of Directors.

Section 4.07. AUTHORITY AND DUTIES OF OFFICERS.  The officers of the Corporation
shall have such authority and shall exercise such powers and perform such duties
as may be  specified  in these  By-Laws,  except that in any event each  officer
shall exercise such powers and perform such duties as may be required by law.



                                    ARTICLE V

                                  CAPITAL STOCK

Section 5.01.  CERTIFICATES OF STOCK,  UNCERTIFICATED  SHARES. The shares of the
Corporation  shall be  represented by  certificates,  provided that the Board of
Directors may provide by resolution  or  resolutions  that some or all of any or
all classes or series of the stock of the  Corporation  shall be  uncertificated
shares.  Any  such  resolution  shall  not  apply  to  shares  represented  by a
certificate  until each such  certificate  is  surrendered  to the  Corporation.
Notwithstanding  the  adoption of such a resolution  by the Board of  Directors,
every holder of stock in the Corporation  represented by  certificates  and upon
request  every  holder of  uncertificated  shares  shall be  entitled  to have a
certificate  signed by, or in the name of, the  Corporation,  by the Chairman of
the  Board,  the Chief  Executive  Officer  or the  President,  and by the Chief
Financial Officer, the Treasurer or an Assistant Treasurer,  or the Secretary of
the  Corporation or an Assistant  Secretary,  representing  the number of shares
registered in certificate  form. Such  certificate  shall be in such form as the
Board of Directors may determine,  to the extent consistent with applicable law,
the Certificate of Incorporation and these By-Laws.

Section 5.02. SIGNATURES;  FACSIMILE. All signatures on the certificate referred
to in Section  5.01 of these  By-Laws may be in  facsimile,  engraved or printed
form,  to the extent  permitted by law. In case any officer,  transfer  agent or
registrar who has signed, or whose facsimile,  engraved or printed signature has
been placed upon a certificate  shall have ceased to be such  officer,  transfer
agent or registrar  before such  certificate is issued,  it may be issued by the
Corporation  with the same  effect as if he or she were such  officer,  transfer
agent or registrar at the date of issue.

Section 5.03. LOST, STOLEN OR DESTROYED CERTIFICATES. The Board of Directors may
direct that a new certificate be issued in place of any certificate  theretofore
issued by the Corporation  alleged to have been lost, stolen or destroyed,  upon
delivery  to the  Corporation  of an  affidavit  of the  owner or owners of such
certificate,  setting forth such  allegation.  The  Corporation  may require the
owner  of such  lost,  stolen  or  destroyed  certificate,  or his or her  legal
representative,  to give the  Corporation  a bond  sufficient  to  indemnify  it
against any claim that may be made  against it on account of the  alleged  loss,
theft or  destruction  of any such  certificate  or the issuance of any such new
certificate.

Section  5.04.  TRANSFER OF STOCK.  Upon  surrender  to the  Corporation  or the
transfer agent of the Corporation of a certificate for shares,  duly endorsed or
accompanied  by appropriate  evidence of succession,  assignment or authority to
transfer,  the Corporation  shall issue a new certificate to the person entitled
thereto,  cancel the old certificate and record the transaction  upon its books.
Within a  reasonable  time  after the  transfer  of  uncertificated  stock,  the
Corporation  shall  send  to the  registered  owner  thereof  a  written  notice
containing the  information  required to be set forth or stated on  certificates
pursuant to the laws of the General  Corporation  Law of the State of  Delaware.
Subject to the provisions of the Certificate of Incorporation and these By-Laws,
the Board of Directors may prescribe such additional rules and regulations as it
may deem appropriate relating to the issue,  transfer and registration of shares
of the Corporation.

Section 5.05.  RECORD DATE. In order to 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, in advance,  a record  date,  which record date
shall not  precede  the date on which the  resolution  fixing the record date is
adopted by the Board of  Directors,  and which shall not be more than sixty (60)
nor fewer than ten (10) days before the date of such meeting. 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,  provided,  however,
that the Board of Directors may fix a new record date for the adjourned meeting.

In order that the Corporation may determine the stockholders entitled to receive
payment of any dividend or other  distribution or allotment of any rights of 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  (60) 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 5.06. REGISTERED  STOCKHOLDERS.  Prior to due surrender of a certificate
for registration of transfer,  the Corporation may treat the registered owner as
the person exclusively entitled to receive dividends and other distributions, to
vote,  to receive  notice and otherwise to exercise all the rights and powers of
the owner of the shares  represented by such  certificate,  and the  Corporation
shall not be bound to recognize  any  equitable or legal claim to or interest in
such  shares on the part of any other  person,  whether  or not the  Corporation
shall have notice of such claim or  interests.  Whenever  any transfer of shares
shall  be made  for  collateral  security,  and not  absolutely,  it shall be so
expressed in the entry of the transfer if, when the  certificates  are presented
to the  Corporation  for transfer or  uncertificated  shares are requested to be
transferred,  both the transferor and transferee  request the  Corporation to do
so.

Section 5.07.  TRANSFER AGENT AND REGISTRAR.  The Board of Directors may appoint
one (1) or more transfer agents and one (1) or more registrars,  and may require
all certificates  representing shares to bear the signature of any such transfer
agents or registrars.



                                   ARTICLE VI

                                 INDEMNIFICATION

Section 6.01.  NATURE OF INDEMNITY.  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 (a "Proceeding"), whether civil,
criminal,  administrative or investigative, by reason of the fact that he or she
is or was or has agreed to become a Director or officer of the  Corporation,  or
is or was serving or has agreed to serve at the request of the  Corporation as a
Director or officer, of another corporation,  partnership,  joint venture, trust
or other  enterprise,  or by reason of any action  alleged to have been taken or
omitted in such capacity,  and may indemnify any person who was or is a party or
is threatened to be made a party to such a Proceeding by reason of the fact that
he or she is or was  or has  agreed  to  become  an  employee  or  agent  of the
Corporation,  or is or was  serving or has agreed to serve at the request of the
Corporation as an employee or agent 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  or her or on his  or  her  behalf  in  connection  with  such
Proceeding and any appeal  therefrom,  if he or she acted in good faith and in a
manner  he or she  reasonably  believed  to be in or  not  opposed  to the  best
interests of the Corporation,  and, with respect to any criminal Proceeding, had
no reasonable  cause to believe his or her conduct was unlawful;  except that in
the case of a  Proceeding  by or in the right of the  Corporation  to  procure a
judgment  in its favor (1) such  indemnification  shall be limited  to  expenses
(including  attorneys' fees) actually and reasonably  incurred by such person in
the defense or settlement of such Proceeding,  and (2) no indemnification  shall
be made in respect of any claim,  issue or matter as to which such person  shall
have been adjudged to be liable to the Corporation unless and only to the extent
that the Delaware  Court of Chancery or the court in which such  Proceeding  was
brought shall  determine upon  application  that,  despite the  adjudication  of
liability  but in view of all the  circumstances  of the  case,  such  person is
fairly and reasonably entitled to indemnity for such expenses which the Delaware
Court of Chancery or such other court  shall deem  proper.  Notwithstanding  the
foregoing,  but subject to Section 6.05 of these By-Laws,  the Corporation shall
not be  obligated  to  indemnify  a Director  or officer of the  Corporation  in
respect  of a  Proceeding  (or part  thereof)  instituted  by such  Director  or
officer,  unless such  Proceeding  (or part thereof) has been  authorized by the
Board of Directors.

The termination of any 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
or she reasonably  believed to be in or not opposed to the best interests of the
Corporation,  and, with respect to any criminal Proceeding, had reasonable cause
to believe that his or her conduct was unlawful.

Section  6.02.  SUCCESSFUL  DEFENSE.  To the  extent  that a  present  or former
Director  or officer of the  Corporation  has been  successful  on the merits or
otherwise in defense of any Proceeding  referred to in Section 6.01 hereof or in
defense of any claim, issue or matter therein,  such person shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
such person in connection therewith.

Section 6.03.  DETERMINATION THAT INDEMNIFICATION IS PROPER. Any indemnification
of a present or former Director or officer of the Corporation under Section 6.01
hereof  (unless  ordered by a court) shall be made by the  Corporation  unless a
determination is made that  indemnification of the present or former Director or
officer  is not  proper in the  circumstances  because he or she has not met the
applicable   standard  of  conduct  set  forth  in  Section  6.01  hereof.   Any
indemnification  of a present  or former  employee  or agent of the  Corporation
under  Section  6.01  hereof  (unless  ordered  by a  court)  may be made by the
Corporation upon a determination  that  indemnification of the present or former
employee or agent is proper in the  circumstances  because he or she has met the
applicable  standard  of conduct  set forth in  Section  6.01  hereof.  Any such
determination  shall be made,  with  respect to a person  who is a  Director  or
officer  at the  time  of  such  determination,  (1) by a  majority  vote of the
Directors  who are not  parties  to such  Proceeding,  even  though  less than a
quorum,  or (2) by a committee of such Directors  designated by majority vote of
such  Directors,  even  though  less than a quorum,  or (3) if there are no such
Directors,  or if such Directors so direct,  by  independent  legal counsel in a
written opinion, or (4) by the stockholders.

Section 6.04. ADVANCE PAYMENT OF EXPENSES.  Expenses (including attorneys' fees)
incurred  by  a  Director  or  officer  in   defending   any  civil,   criminal,
administrative  or investigative  Proceeding shall be paid by the Corporation in
advance  of  the  final  disposition  of  such  Proceeding  upon  receipt  of an
undertaking  by or on behalf of the  Director or officer to repay such amount if
it shall  ultimately  be  determined  that  such  person is not  entitled  to be
indemnified  by the  Corporation  as authorized  in this Article.  Such expenses
(including  attorneys'  fees) incurred by former Directors and officers or other
employees and agents may be so paid upon such terms and  conditions,  if any, as
the  Corporation  deems  appropriate.  The Board of Directors  may authorize the
Corporation's counsel to represent such Director,  officer, employee or agent in
any Proceeding, whether or not the Corporation is a party to such Proceeding.

Section 6.05.  PROCEDURE  FOR  INDEMNIFICATION  OF DIRECTORS  AND OFFICERS.  Any
indemnification  of a Director or officer of the Corporation under Sections 6.01
and 6.02,  or advance of costs,  charges  and  expenses to a Director or officer
under Section 6.04 of these By-Laws,  shall be made  promptly,  and in any event
within thirty (30) days, upon the written request of the Director or officer. If
a determination  by the Corporation  that the Director or officer is entitled to
indemnification  pursuant to this  Article VI is required,  and the  Corporation
fails to respond within thirty (30) days to a written request for indemnity, the
Corporation  shall be deemed to have approved such request.  If the  Corporation
denies a written  request for indemnity or advancement of expenses,  in whole or
in part,  or if  payment in full  pursuant  to such  request is not made  within
thirty (30) days,  the right to  indemnification  or advances as granted by this
Article  VI shall be  enforceable  by the  Director  or  officer in any court of
competent jurisdiction.  Such person's costs and expenses incurred in connection
with successfully establishing his or her right to indemnification,  in whole or
in part, in any such Proceeding shall also be indemnified by the Corporation. It
shall be a defense  to any such  Proceeding  (other  than an action  brought  to
enforce a claim for the advance of costs,  charges and  expenses  under  Section
6.04 of these By-Laws where the required undertaking,  if any, has been received
by the  Corporation)  that the  claimant has not met the standard of conduct set
forth in Section 6.01 of these  By-Laws,  but the burden of proving such defense
shall be on the Corporation.  Neither the failure of the Corporation  (including
its Board of Directors,  its independent legal counsel, and its stockholders) to
have  made a  determination  prior  to the  commencement  of  such  action  that
indemnification of the claimant is proper in the circumstances because he or she
has met the  applicable  standard of conduct set forth in Section  6.01 of these
By-Laws,  nor the fact  that  there  has  been an  actual  determination  by the
Corporation  (including its Board of Directors,  its independent  legal counsel,
and its stockholders) that the claimant has not met such applicable  standard of
conduct,  shall be a defense  to the  action or  create a  presumption  that the
claimant has not met the applicable standard of conduct.

Section  6.06.   SURVIVAL;   PRESERVATION   OF  OTHER   RIGHTS.   The  foregoing
indemnification  provisions  shall  be  deemed  to  be a  contract  between  the
Corporation  and each  Director,  officer,  employee and agent who serves in any
such  capacity  at any  time  while  these  provisions  as well as the  relevant
provisions of the Delaware General  Corporation Law are in effect and any repeal
or  modification  thereof shall not affect any right or obligation then existing
with respect to any state of facts then or previously existing or any Proceeding
previously  or thereafter  brought or threatened  based in whole or in part upon
any  such  state  of  facts.  Such  a  "contract  right"  may  not  be  modified
retroactively without the consent of such Director, officer, employee or agent.

The indemnification provided by this Article VI shall not be deemed exclusive of
any other rights to which those  indemnified  may be entitled  under any by-law,
agreement, vote of stockholders or disinterested Directors or otherwise, both as
to action  in such  person's  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,  officer,  employee  or agent  and shall  inure to the
benefit of the heirs, executors and administrators of such a person.

Section 6.07. INSURANCE.  The Corporation may purchase and maintain insurance on
behalf of any person who is or was or has agreed to become a Director,  officer,
employee or agent of the Corporation, or is or was serving at the request of the
Corporation as a Director or officer,  employee or agent of another corporation,
partnership,  joint  venture,  trust or other  enterprise  against any liability
asserted  against  such person and  incurred by such person or on such  person's
behalf in any such  capacity,  or arising out of such  person's  status as such,
whether  or not the  Corporation  would have the power to  indemnify  him or her
against such liability under the provisions of this Article VI.

Section 6.08.  SEVERABILITY.  If this Article VI or any portion  hereof shall be
invalidated  on any  ground by any  court of  competent  jurisdiction,  then the
Corporation  shall  nevertheless  indemnify  each  Director  or officer  and may
indemnify  each employee or agent of the  Corporation  as to costs,  charges and
expenses  (including  attorneys'  fees),  judgments,  fines and amounts  paid in
settlement with respect to a Proceeding, whether civil, criminal, administrative
or investigative,  including a Proceeding by or in the right of the Corporation,
to the fullest  extent  permitted by any  applicable  portion of this Article VI
that shall not have been  invalidated  and to the fullest  extent  permitted  by
applicable law.



                                   ARTICLE VII

                                     OFFICES

Section 7.01.  INITIAL  REGISTERED  OFFICE. The initial registered office of the
Corporation  in the State of  Delaware  shall be  located at  Corporation  Trust
Center, 1209 N. Orange Street in the City of Wilmington, County of New Castle.

Section 7.02.  OTHER OFFICES.  The Corporation may maintain offices or places of
business at such other locations  within or without the State of Delaware as the
Board of  Directors  may from time to time  determine  or as the business of the
Corporation may require.



                                  ARTICLE VIII

                               GENERAL PROVISIONS

Section 8.01.  DIVIDENDS.  Subject to any  applicable  provisions of law and the
Certificate of  Incorporation,  dividends upon the shares of the Corporation may
be declared by the Board of Directors  at any regular or special  meeting of the
Board of  Directors  and any such  dividend  may be paid in cash,  property,  or
shares of the Corporation's capital stock.

A member of the Board of Directors,  or a member of any committee  designated by
the Board of  Directors  shall be fully  protected in relying in good faith upon
the records of the Corporation and upon such information,  opinions,  reports or
statements presented to the Corporation by any of its officers or employees,  or
committees of the Board of  Directors,  or by any other person as to matters the
Director  reasonably  believes are within such other  person's  professional  or
expert competence and who has been selected with reasonable care by or on behalf
of the Corporation, as to the value and amount of the assets, liabilities and/or
net profits of the  Corporation,  or any other facts  pertinent to the existence
and amount of surplus or other  funds from which  dividends  might  properly  be
declared and paid.

Section  8.02.  RESERVES.  There  may be set  aside  out  of  any  funds  of the
Corporation  available for dividends  such sum or sums as the Board of Directors
from time to time,  in its absolute  discretion,  thinks  proper as a reserve or
reserves to meet contingencies, or for equalizing dividends, or for repairing or
maintaining  any property of the  Corporation  or for such other  purpose as the
Board of Directors shall think conducive to the interest of the Corporation, and
the Board of Directors may similarly modify or abolish any such reserve.

Section 8.03. EXECUTION OF INSTRUMENTS. The Board of Directors may authorize, or
provide for the  authorization  of, officers,  employees or agents to enter into
any contract or execute and deliver any  instrument in the name and on behalf of
the  Corporation.  Any such  authorization  must be in writing or by  electronic
transmission and may be general or limited to specific contracts or instruments.

Section 8.04. CORPORATE  INDEBTEDNESS.  No loan shall be contracted on behalf of
the  Corporation,  and no evidence of indebtedness  shall be issued in its name,
unless authorized by the Board of Directors.  Such  authorization may be general
or confined to specific  instances.  Loans so authorized  may be effected at any
time for the Corporation from any bank, trust company or other  institution,  or
from any firm, corporation or individual. All bonds, debentures, notes and other
obligations  or evidences of  indebtedness  of the  Corporation  issued for such
loans shall be made,  executed and  delivered  as the Board of  Directors  shall
authorize.  When so authorized by the Board of Directors, any part of or all the
properties,  including  contract  rights,  assets,  business or good will of the
Corporation,  whether  then  owned or  thereafter  acquired,  may be  mortgaged,
pledged,  hypothecated  or conveyed  or  assigned  in trust as security  for the
payment of such bonds,  debentures,  notes and other obligations or evidences of
indebtedness of the  Corporation,  and of the interest  thereon,  by instruments
executed and delivered in the name of the Corporation.

Section 8.05.  DISPOSITION OF FUNDS. The funds of the Corporation  shall be paid
out,  transferred  or  otherwise  disposed of only in such manner and under such
controls as may be  authorized by resolution of the Board of Directors or as may
be  authorized  by such  officers of the  Corporation  as the Board of Directors
designates.

Section 8.06. SALE,  TRANSFER,  ETC. OF SECURITIES.  To the extent authorized by
the Board of Directors or by the Chief  Executive  Officer,  the President,  any
Vice President, the Secretary of the Corporation, the Chief Financial Officer or
the Treasurer or any other officers  designated by the Board of Directors or the
Chief Executive Officer may sell,  transfer,  endorse,  and assign any shares of
stock,  bonds  or  other  securities  owned  by or  held  in  the  name  of  the
Corporation,  and may make,  execute and deliver in the name of the Corporation,
under its corporate seal, any instruments  that may be appropriate to effect any
such sale, transfer, endorsement or assignment.

Section 8.07. VOTING AS STOCKHOLDER.  Unless otherwise  determined by resolution
of the Board of Directors,  the Chief  Executive  Officer,  the  President,  any
Executive Vice President or any Senior Vice President  shall have full power and
authority on behalf of the  Corporation to attend any meeting of stockholders of
any corporation in which the  Corporation  may hold stock,  and to act, vote (or
execute  proxies to vote) and  exercise in person or by proxy all other  rights,
powers and  privileges  incident to the  ownership of such stock.  Such officers
acting on behalf of the  Corporation  shall  have full  power and  authority  to
execute any instrument  expressing  consent to or dissent from any action of any
such  corporation  without a meeting.  The Board of Directors  may by resolution
from time to time  confer  such  power and  authority  upon any other  person or
persons.

Section 8.08.  FISCAL YEAR. The fiscal year of the Corporation shall commence on
the first day of January of each year (except for the Corporation's first fiscal
year which shall commence on the date of  incorporation)  and shall terminate in
each case on December 31.

Section 8.09.  SEAL.  The seal of the  Corporation  shall be in such form as the
Board of Directors may from time to time determine and shall contain the name of
the Corporation,  the year of its  incorporation  and the words "Corporate Seal"
and  "Delaware".  The form of such seal shall be subject  to  alteration  by the
Board of Directors. The seal may be used by causing it or a facsimile thereof to
be impressed, affixed or reproduced, or may be used in any other lawful manner.

Section  8.10.  BOOKS AND RECORDS;  INSPECTION.  Except to the extent  otherwise
required by law, the books and records of the Corporation  shall be kept at such
place or places  within or without the State of  Delaware  as may be  determined
from time to time by the Board of Directors.



                                   ARTICLE IX

                              AMENDMENT OF BY-LAWS

Section 9.01.  AMENDMENT.  These By-Laws may be amended, altered or repealed:

(a) by resolution adopted by a majority of the Board of Directors at any special
or regular  meeting of the Board of  Directors  if, in the case of such  special
meeting only, notice of such amendment, alteration or repeal is contained in the
notice or waiver of notice of such meeting; or

(b) at any regular or special meeting of the  stockholders  upon the affirmative
vote of the holders of three-fourths  (3/4) or more of the combined voting power
of the outstanding  shares of the Corporation  entitled to vote generally in the
election of Directors if, in the case of such special  meeting  only,  notice of
such  amendment,  alteration  or repeal is  contained in the notice or waiver of
notice of such meeting.



                                    ARTICLE X

                                  CONSTRUCTION

Section 10.01. CONSTRUCTION. In the event of any conflict between the provisions
of these  By-Laws  as in  effect  from  time to time and the  provisions  of the
Certificate of  Incorporation of the Corporation as in effect from time to time,
the provisions of such Certificate of Incorporation shall be controlling.
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SECURITIES
                             AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               ------------------

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                          Date of Report: MAY 22, 2007
                        (Date of earliest event reported)

                         PRINCIPAL FINANCIAL GROUP, INC.
             (Exact name of registrant as specified in its charter)

         DELAWARE                    1-16725                   42-1520346
(State or other jurisdiction    (Commission file number)    (I.R.S. Employer
   of incorporation)                                      Identification Number)

                     711 HIGH STREET, DES MOINES, IOWA 50392
                    (Address of principal executive offices)

                          (515) 247-5111 (Registrant's
                     telephone number, including area code)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)
[ ] Soliciting  material pursuant to Rule 14a-12 under the Exchange Act
    (17  CFR  240.14a-12)
[ ] Pre-commencement  communications  pursuant  to  Rule 14d-2(b) under the
    Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
    Exchange Act (17 CFR 240.13e-4(c))

                               ------------------
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN
          FISCAL YEAR

On May 22, 2007,  the board of directors  (the  "Board") of Principal  Financial
Group,  Inc. (the  "Company"),  upon the  recommendation  of the  nominating and
governance  committee  of the  Board  (the  "Committee"),  voted  to  amend  the
Company's  by-laws to change the voting  standard for the election of directors.
The changes are described below. The description is qualified in its entirety by
reference  to the  Company's  amended and restated  by-laws,  an exhibit to this
report and incorporated by reference into this Item 5.03.

Effective May 23, 2007, the voting  standard for director  elections was changed
in uncontested elections from a plurality to a majority standard.  Under the new
majority standard,  a nominee in an uncontested  election will be elected if the
number of votes cast "for" such nominee  exceeds 50% of the number of votes cast
with respect to that nominee's election.  In contested director  elections,  the
plurality voting standard is retained.

Changes were also made to the director nomination procedures.  To be eligible to
be a nominee for election as a director,  a person must deliver to the Company's
corporate  secretary  a written  questionnaire,  including  with  respect to the
background  and  qualification  of such person and the  background  of any other
person or entity on whose behalf the nomination was made.  Also, the person must
deliver  to the  Company's  corporate  secretary  a written  representation  and
agreement,  and if an incumbent director, the person's irrevocable  resignation,
given in advance,  to be  effective if the person does not receive a majority of
the votes cast in an uncontested election and no successor is elected.

If a nominee  who is an  incumbent  director  is not  elected in an  uncontested
election and no successor  has been  elected,  the Board must take action on the
resignation  tendered in advance by the  director.  The  Committee  shall make a
recommendation   to  the  Board   whether  to  accept  or  reject  the  tendered
resignation, or whether other action should be taken. The Board must then act on
the tendered resignation,  publicly disclosing its decision, within 90 days from
the date election results were certified.  An incumbent  director whose tendered
resignation  is not  accepted  shall  continue  to serve  until the next  annual
meeting and until the person's  successor  is elected.  The director who tenders
his or  her  resignation  may  not  participate  in  the  recommendation  of the
Committee or the decision of the Board.

ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS

EXHIBIT NUMBER  DESCRIPTION
3.2             Amended and Restated By-laws of Principal Financial Group, Inc.
                effective May 23, 2007.
SIGNATURE

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                   PRINCIPAL FINANCIAL GROUP, INC.

                                   By:      /S/ JOYCE N. HOFFMAN
                                      -----------------------------------------
                                   Name:    Joyce N. Hoffman
                                   Title:   Senior Vice President and Corporate
                                            Secretary

Date:    May 29, 2007
EXHIBIT 3.2

                         PRINCIPAL FINANCIAL GROUP, INC.

                          AMENDED AND RESTATED BY-LAWS

                             Effective May 23, 2007

                                    ARTICLE I

                                  STOCKHOLDERS

Section 1.01.  ANNUAL  MEETINGS.  The annual meeting of the  stockholders of the
Corporation  for the election of Directors and for the transaction of such other
business as properly may come before such  meeting  shall be held at such place,
either within or without the State of Delaware,  or, within the sole  discretion
of the Board of Directors, by remote electronic  communication  technologies and
at such date and at such time,  as may be fixed from time to time by  resolution
of the Board of Directors and set forth in the notice or waiver of notice of the
meeting.

Section 1.02.  SPECIAL  MEETINGS.  Special  meetings of the  stockholders may be
called at any time by the Chairman of the Board, Chief Executive Officer (or, in
the event of his or her absence or disability, by the President or any Executive
Vice President), or by the Board of Directors. A special meeting shall be called
by the Chairman of the Board,  Chief Executive  Officer (or, in the event of his
or her absence or disability, by the President or any Executive Vice President),
or by the Secretary of the  Corporation  pursuant to a resolution  approved by a
majority  of the  entire  Board  of  Directors.  Such  special  meetings  of the
stockholders  shall be held at such  places,  within  or  without  the  State of
Delaware,  or, within the sole  discretion of the Board of Directors,  by remote
electronic communication  technologies,  as shall be specified in the respective
notices or  waivers  of notice  thereof.  Any power of the  stockholders  of the
Corporation to call a special meeting is specifically denied.

Section 1.03. NOTICE OF MEETINGS; WAIVER.

(a) The  Secretary of the  Corporation  or any Assistant  Secretary  shall cause
written  notice  of the  place,  if any,  date and hour of each  meeting  of the
stockholders, and, in the case of a special meeting, the purpose or purposes for
which such meeting is called, and the means of remote communications, if any, by
which  stockholders  and  proxyholders may be deemed to be present in person and
vote  at  such  meeting,  to be  given  personally  by  mail  or  by  electronic
transmission, not fewer than ten (10) nor more than sixty (60) days prior to the
meeting, to each stockholder of record entitled to vote at such meeting. If such
notice  is  mailed,  it shall be  deemed  to have  been  given  personally  to a
stockholder when deposited in the United States mail, postage prepaid,  directed
to the  stockholder  at his  or her  address  as it  appears  on the  record  of
stockholders of the Corporation,  or, if a stockholder shall have filed with the
Secretary of the Corporation a written request that notices to such  stockholder
be mailed to some other address, then directed to such stockholder at such other
address. Such further notice shall be given as may be required by law.

(b) A written  waiver of any notice of any annual or special  meeting  signed by
the person  entitled  thereto,  or a waiver by  electronic  transmission  by the
person  entitled to notice,  shall be deemed  equivalent to notice.  Neither the
business to be transacted at, nor the purpose of, any annual or special  meeting
of the stockholders need be specified in a written waiver of notice.  Attendance
of a  stockholder  at a meeting of  stockholders  shall  constitute  a waiver of
notice of such meeting,  except when the  stockholder  attends a meeting for the
express  purpose  of  objecting,  at  the  beginning  of  the  meeting,  to  the
transaction  of any  business  on the ground  that the  meeting is not  lawfully
called or convened.

(c)  For  notice  given  by  electronic  transmission  to a  stockholder  to  be
effective,  such stockholder must consent to the Corporation's  giving notice by
that  particular  form of  electronic  transmission.  A  stockholder  may revoke
consent to receive  notice by electronic  transmission  by written notice to the
Corporation.  A  stockholder's  consent to notice by electronic  transmission is
automatically  revoked if the  Corporation is unable to deliver two  consecutive
electronic  transmission  notices  and  such  inability  becomes  known  to  the
Secretary of the  Corporation,  any Assistant  Secretary,  the transfer agent or
other person responsible for giving notice.

(d) Notices are deemed given (i) if by  facsimile,  when faxed to a number where
the  stockholder has consented to receive  notice;  (ii) if by electronic  mail,
when  mailed   electronically  to  an  electronic  mail  address  at  which  the
stockholder  has  consented to receive  such  notice;  (iii) if by posting on an
electronic  network  (such as a website or  chatroom)  together  with a separate
notice to the stockholder of such specific  posting,  upon the later to occur of
(A) such posting or (B) the giving of the separate  notice of such  posting;  or
(iv) if by any other form of  electronic  communication,  when  directed  to the
stockholder in the manner consented to by the stockholder.

(e) If a stockholder  meeting is to be held via  electronic  communications  and
stockholders will take action at such meeting,  the notice of such meeting must:
(i) specify the means of remote  communications,  if any, by which  stockholders
and proxy holders may be deemed to be present and vote at such meeting; and (ii)
provide the  information  required to access the  stockholder  list. A waiver of
notice may be given by electronic transmission.

Section 1.04. QUORUM.  Except as otherwise required by law or by the Certificate
of Incorporation, the presence in person or by proxy of the holders of record of
one-third  of the shares  entitled  to vote at a meeting of  stockholders  shall
constitute a quorum for the transaction of business at such meeting.

Section 1.05.  VOTING.  If, pursuant to Section 5.05 of these By-Laws,  a record
date has been  fixed,  every  holder of record of shares  entitled  to vote at a
meeting  of  stockholders  shall be  entitled  to one (1)  vote  for each  share
outstanding  in his or her name on the books of the  Corporation at the close of
business on such  record  date.  If no record  date has been  fixed,  then every
holder of record of shares entitled to vote at a meeting of  stockholders  shall
be entitled to one (1) vote for each share of stock  standing in his or her name
on the  books  of the  Corporation  at the  close  of  business  on the day next
preceding  the day on which  notice of the  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.

Section 1.06. REQUIRED VOTE FOR DIRECTORS AND OTHER MATTERS. Each Director to be
elected by  stockholders  shall be elected  by the vote of the  majority  of the
votes cast at any meeting for the  election  of  Directors  at which a quorum is
present,  provided that if the number of persons properly  nominated to serve as
Directors  of the  Corporation  exceeds the number of Directors to be elected (a
"Contested Election"), the Directors shall be elected by the vote of a plurality
of the votes cast at any such  meeting and  entitled to vote on the  election of
Directors.  For  purposes of this  section,  a majority of votes cast shall mean
that the number of shares voted "for" a Director's  election  exceeds 50% of the
number of votes cast with  respect  to that  Director's  election.  In all other
matters,  the  affirmative  vote of the  majority of votes cast at a meeting and
voting on the subject matter shall be the act of the stockholders. Votes cast in
each  case  shall  include  votes to  withhold  authority  for the  election  of
Directors and exclude abstentions.

Section 1.07.  RESIGNATION  IF NOT ELECTED.  If a nominee for Director who is an
incumbent Director is not elected at a meeting for the election of Directors and
no successor has been elected at such meeting,  the Board of Directors shall act
on the resignation that was tendered by the incumbent nominee for Director under
the provisions of Section 1.08 of these  By-Laws.  The Nominating and Governance
Committee shall make a recommendation to the Board of Directors as to whether to
accept or reject the tendered  resignation,  or whether  other action  should be
taken. The Board of Directors shall act on the tendered resignation, taking into
account the Nominating and Governance Committee's  recommendation,  and publicly
disclose  (by a press  release,  a  filing  with  the  Securities  and  Exchange
Commission or other broadly  disseminated  means of communication)  its decision
regarding the tendered  resignation and the rationale behind the decision within
90 days  from  the  date  of the  certification  of the  election  results.  The
Nominating and Governance Committee in making its recommendation,  and the Board
of  Directors  in making its  decision,  may each  consider any factors or other
information that it considers appropriate and relevant. The Director who tenders
his or her  resignation  shall  not  participate  in the  recommendation  of the
Nominating  and  Governance  Committee or the decision of the Board of Directors
with respect to his or her resignation. If such incumbent Director's resignation
is not accepted by the Board of Directors, such Director shall continue to serve
until the next annual meeting and until his or her successor is duly elected, or
his or her  earlier  resignation  or removal.  If a  Director's  resignation  is
accepted by the Board of Directors pursuant to this section, or if a nominee for
Director is not elected and the nominee is not an incumbent  Director,  then the
Board of  Directors,  in its sole  discretion,  may fill any  resulting  vacancy
pursuant to the  provisions of Section 2.14 of these By-Laws or may decrease the
size of the Board of  Directors  pursuant to the  provisions  of Section 2.02 of
these By-Laws.

Section 1.08. SUBMISSION OF QUESTIONNAIRE,  REPRESENTATION AND AGREEMENT.  To be
eligible  to be a nominee  for  election  or  reelection  as a  Director  of the
Corporation,  a person  must  deliver  (in  accordance  with  the  time  periods
prescribed  for delivery of notice under  Section 1.13 of these  By-Laws) to the
Secretary  at the  principal  executive  offices  of the  Corporation  a written
questionnaire  with respect to the background and  qualification  of such person
and the  background of any other person or entity on whose behalf the nomination
is being made  (which  questionnaire  shall be provided  by the  Secretary  upon
written  request)  and a  written  representation  and  agreement  (in the  form
provided by the  Secretary  upon written  request) that such person (A) will and
therewith  does  tender  for  action  by  the  Board  an  advance,   irrevocable
resignation in the event such person is an incumbent nominee for Director and is
not elected at a meeting for the election of Directors and no successor has been
elected  at such  meeting,  (B) is not and  will  not  become a party to (1) any
agreement,  arrangement or understanding  with, and has not given any commitment
or  assurance  to, any person or entity as to how such  person,  if elected as a
Director  of the  Corporation,  will  act or vote on any  issue or  question  (a
"Voting  Commitment")  that has not been disclosed to the Corporation or (2) any
Voting  Commitment  that could limit or interfere with such person's  ability to
comply if elected as a Director of the Corporation, with such person's fiduciary
duties  under  applicable  law,  (C) is not and will  not  become a party to any
agreement, arrangement or understanding with any person or entity other than the
Corporation with respect to any direct or indirect  compensation,  reimbursement
or  indemnification  in connection with service or action as a Director that has
not been disclosed therein,  and (D) in such person's individual capacity and on
behalf of any person or entity on whose  behalf the  nomination  is being  made,
would be in compliance,  if elected as a Director of the  Corporation,  and will
comply with all applicable publicly disclosed corporate governance,  conflict of
interest,   confidentiality   and  stock  ownership  and  trading  policies  and
guidelines of the Corporation.

Section 1.09.  VOTING BY BALLOT.  No vote of the  stockholders on an election of
Directors need be taken by written ballot or by electronic  transmission  unless
otherwise  required  by law.  Any vote not  required to be taken by ballot or by
electronic  transmission may be conducted in any manner approved by the Board of
Directors prior to the meeting at which such vote is taken.

Section  1.10.  ADJOURNMENT.  If a quorum is not  present at any  meeting of the
stockholders,  the  stockholders  present  in person or by proxy  shall have the
power to adjourn any such  meeting  from time to time until a quorum is present.
Notice of any adjourned  meeting of the stockholders of the Corporation need not
be given if the  place,  if any,  date and hour  thereof  are  announced  at the
meeting  at which the  adjournment  is  taken,  provided,  however,  that if the
adjournment is for more than thirty (30) days, or if after the adjournment a new
record date for the adjourned meeting is fixed pursuant to Section 5.05 of these
By-Laws,  a notice of the adjourned  meeting,  conforming to the requirements of
Section 1.03 hereof,  shall be given to each  stockholder of record  entitled to
vote at such meeting. At any adjourned meeting at which a quorum is present, any
business may be transacted  that might have been transacted on the original date
of the meeting.

Section 1.11.  PROXIES.  Any stockholder  entitled to vote at any meeting of the
stockholders may authorize another person or persons to vote at any such meeting
and express such consent or dissent for him or her by proxy.  A stockholder  may
authorize  a valid  proxy by  executing  a  written  instrument  signed  by such
stockholder, or by causing his or her signature to be affixed to such writing by
any reasonable means including,  but not limited to, by facsimile signature,  or
by  transmitting or authorizing  the  transmission  of a telegram,  cablegram or
other means of electronic transmission to the person designated as the holder of
the proxy, a proxy  solicitation  firm or a like authorized agent. No such proxy
shall be voted or acted upon after the  expiration  of three years from the date
of such proxy, unless such proxy provides for a longer period. Every proxy shall
be revocable at the pleasure of the  stockholder  executing  it, except in those
cases  where  applicable  law  provides  that a proxy  shall be  irrevocable.  A
stockholder  may revoke any proxy  which is not  irrevocable  by  attending  the
meeting and voting in person or by filing with the Secretary of the  Corporation
either an  instrument  in writing  revoking the proxy or another  duly  executed
proxy bearing a later date.  Proxies by telegram,  cablegram or other electronic
transmission  must either set forth or be submitted with  information from which
it  can  be  determined  that  the  telegram,   cablegram  or  other  electronic
transmission   was   authorized  by  the   stockholder.   Any  copy,   facsimile
telecommunication  or other reliable  reproduction  of a writing or transmission
created  pursuant  to this  section  may be  substituted  or used in lieu of the
original writing or transmission for any and all purposes for which the original
writing  or  transmission  could be used,  provided  that such  copy,  facsimile
telecommunication or other reproduction shall be a complete  reproduction of the
entire original writing or transmission.

Section 1.12.  ORGANIZATION;  PROCEDURE.  At every meeting of  stockholders  the
presiding  officer shall be the Chairman of the Board or, in the event of his or
her absence or disability, a presiding officer chosen by the Board of Directors.
The  Secretary  of the  Corporation,  or in the event of his or her  absence  or
disability,  an  Assistant  Secretary,  if  any,  or if  there  be no  Assistant
Secretary,  in the absence of the Secretary of the Corporation,  an appointee of
the  presiding  officer,  shall act as Secretary  of the  meeting.  The order of
business and all other matters of procedure at every meeting of stockholders may
be determined by such presiding officer.

Section 1.13. NOTICE OF STOCKHOLDER BUSINESS AND NOMINATIONS.

(a)  ANNUAL MEETINGS OF STOCKHOLDERS.

(i)  Nominations  of  persons  for  election  to the Board of  Directors  of the
Corporation  and the proposal of business to be considered  by the  stockholders
may be made at an annual meeting of  stockholders  (A) by or at the direction of
the Board of Directors or the Chairman of the Board,  or (B) by any  stockholder
of the Corporation who is entitled to vote at the meeting, who complies with the
notice  procedures set forth in clauses (ii) and (iii) of this paragraph and who
was a  stockholder  of  record  at the time  such  notice  is  delivered  to the
Secretary of the Corporation and at the time of the annual meeting.

(ii) For  nominations or other business to be properly  brought before an annual
meeting by a  stockholder,  pursuant to clause (B) of  paragraph  (a)(i) of this
Section 1.13, the  stockholder  must have given timely notice thereof in writing
or by electronic transmission to the Secretary of the Corporation and such other
business must otherwise be a proper matter for stockholder action. To be timely,
a stockholder's notice shall be delivered to the Secretary of the Corporation at
the principal  executive  offices of the  Corporation not fewer than ninety (90)
days nor more than one hundred twenty (120) days prior to the first  anniversary
of the preceding year's annual meeting and in any event at least forty-five (45)
days prior to the first  anniversary of the date on which the  registrant  first
mailed its proxy materials for the prior year's annual meeting of  stockholders;
PROVIDED, that if the date of the annual meeting is advanced by more than thirty
(30) days or delayed by more than seventy (70) days from such anniversary  date,
notice by the stockholder to be timely must be so delivered not earlier than one
hundred  twenty  (120) days prior to such annual  meeting and not later than the
close of business on the later of the ninetieth day prior to such annual meeting
or the tenth day following the day on which public  announcement  of the date of
such  meeting is first  made.  In no event  shall the  adjournment  of an annual
meeting  commence a new time period for the giving of a stockholder's  notice as
described  above.  Such  stockholder's  notice  shall  set  forth  (A) as to the
stockholder  giving the notice and the beneficial owner, if any, on whose behalf
the  nomination  or  proposal  is being  made (1) the name and  address  of such
stockholder,  as they appear on the Corporation's  books, and of such beneficial
owner,  (2) the class and  number of shares of the  Corporation  which are owned
beneficially  and of record by such  stockholder and such beneficial  owner, and
(3) all information relating to such stockholder and beneficial owner that would
be required to be disclosed in solicitations of proxies for, as applicable,  the
proposal  and/or the election of Directors,  or is otherwise  required,  in each
case pursuant to Regulation  14A under the  Securities  Exchange Act of 1934, as
amended (the  "Exchange  Act"),  and Rule 14a-11  thereunder,  or any  successor
provisions,  including,  in the case of nominations for Director,  such person's
written  consent  to being  named in the proxy  statement  as a  nominee  and to
serving as a Director  if elected,  (B) as to each  person whom the  stockholder
proposes to nominate for election or reelection as a Director, (1) a description
of all direct and indirect  compensation and other material monetary agreements,
arrangements  and  understandings  during  the past three  years,  and any other
material relationships,  between or among such stockholder and beneficial owner,
if any, and their  respective  affiliates  and  associates,  or others acting in
concert  therewith,  on the one hand,  and each proposed  nominee and his or her
respective affiliates and associates,  or others acting in concert therewith, on
the other hand,  including  without  limitation  all  information  that would be
required to be disclosed  pursuant to Item 404 of Regulation S-K  promulgated by
the Securities and Exchange  Commission if the stockholder making the nomination
and any beneficial  owner on whose behalf the nomination is made, if any, or any
affiliate or associate thereof or person acting in concert  therewith,  were the
"registrant"  for  purposes  of such rule and the  nominee  were a  director  or
executive  officer of such  registrant,  and (2) such other  information  as may
reasonably be required by the  Corporation to determine the  eligibility of such
proposed nominee to serve as an independent  Director of the Corporation or that
could  be  material  to  a  reasonable   stockholder's   understanding   of  the
independence, or lack thereof, of such nominee; and (C) as to any other business
that  the  stockholder  proposes  to  bring  before  the  meeting,  (1) a  brief
description  of the  business  desired to be brought  before  the  meeting,  the
reasons for conducting such business at the meeting and any material interest in
such business of such  stockholder  and of any beneficial  owner on whose behalf
the proposal is made, and (2) a description of all agreements,  arrangements and
understandings  between such  stockholder and beneficial  owner, if any, and any
other person or persons  (including their names) in connection with the proposal
of such business by such stockholder.

(iii)  Notwithstanding  anything in the second sentence of paragraph  (a)(ii) of
this Section 1.13 to the contrary,  in the event that the number of Directors to
be elected to the Board of Directors of the  Corporation  is increased and there
is no public  announcement naming all of the nominees for Director or specifying
the size of the increased  Board of Directors  made by the  Corporation at least
one hundred (100) days prior to the first  anniversary  of the preceding  year's
annual  meeting,  a  stockholder's  notice  under this  paragraph  shall also be
considered  timely,  but only with  respect to  nominees  for any new  positions
created by such  increase,  if it shall be  delivered  to the  Secretary  of the
Corporation at the principal executive offices of the Corporation not later than
the close of  business on the tenth day  following  the day on which such public
announcement is first made by the Corporation.

(b) SPECIAL  MEETINGS  OF  STOCKHOLDERS.  Only such  business as shall have been
brought  before  the  special  meeting  of  the  stockholders  pursuant  to  the
Corporation's  notice of meeting pursuant to Section 1.03 of these By-Laws shall
be conducted at such meeting.  Nominations  of persons for election to the Board
of Directors may be made at a special meeting of stockholders at which Directors
are to be elected pursuant to the  Corporation's  notice of meeting (1) by or at
the  direction  of the  Board  of  Directors  or (2) by any  stockholder  of the
Corporation who is entitled to vote at the meeting, who complies with the notice
procedures  set forth in this Section 1.13 and who is a stockholder of record at
the time such notice is delivered to the Secretary of the Corporation and at the
time of the special meeting. Nominations by stockholders of persons for election
to the Board of Directors may be made at such special meeting of stockholders if
the  stockholder's  notice as required by paragraph (a)(ii) of this Section 1.13
(including the completed and signed questionnaire,  representation and agreement
required by Section 1.08 of these  By-Laws)  shall be delivered to the Secretary
of the  Corporation at the principal  executive  offices of the  Corporation not
earlier  than the one hundred and  twentieth  (120th) day prior to such  special
meeting and not later than the close of  business on the later of the  ninetieth
(90th) day prior to such special  meeting or the tenth (10th) day  following the
day on  which  public  announcement  is first  made of the  date of the  special
meeting and of the nominees  proposed by the Board of Directors to be elected at
such meeting.  In no event shall the adjournment of a special meeting commence a
new time period for the giving of a stockholder's notice as described above.

(c)  GENERAL.

(i) Only persons who are nominated in accordance  with the  procedures set forth
in this  Section  1.13 and Section  1.08 of these  By-Laws  shall be eligible to
serve as  Directors  and only such  business  shall be conducted at a meeting of
stockholders  as shall have been brought  before the meeting in accordance  with
the procedures set forth in this Section 1.13.  Except as otherwise  provided by
law, the  Certificate of  Incorporation  or these  By-Laws,  the Chairman of the
meeting  shall have the power and duty to determine  whether a nomination or any
business  proposed to be brought before the meeting was made in accordance  with
the procedures set forth in this Section 1.13 and, if any proposed nomination or
business is not in  compliance  with this  Section  1.13,  to declare  that such
defective proposal or nomination shall be disregarded.

(ii) For  purposes  of this  Section  1.13,  "public  announcement"  shall  mean
disclosure in a press release reported by the Dow Jones News Service, Associated
Press or comparable national news service or in a document publicly filed by the
Corporation with the Securities and Exchange  Commission pursuant to Section 13,
14, or 15(d) of the Exchange Act.

(iii)   Notwithstanding  the  foregoing  provisions  of  this  Section  1.13,  a
stockholder  shall also comply with all applicable  requirements of the Exchange
Act and the rules and  regulations  thereunder  with  respect to the matters set
forth in this  Section  1.13.  Nothing in this  Section  1.13 shall be deemed to
affect any rights (A) of stockholders  to request  inclusion of proposals in the
Corporation's  proxy statement pursuant to Rule 14a-8 under the Exchange Act, or
(B) of the holders of any series of Preferred  Stock, if any, to elect Directors
if so provided under any applicable  Preferred Stock  Certificate of Designation
(as defined in the Certificate of Incorporation).

Section  1.14.   INSPECTORS   OF   ELECTIONS.   Preceding  any  meeting  of  the
stockholders,  the Board of Directors  shall  appoint one (1) or more persons to
act as  Inspectors of  Elections,  and may  designate one (1) or more  alternate
inspectors.  In the event no  inspector  or alternate is able to act, the person
presiding at the meeting shall appoint one (1) or more  inspectors to act at the
meeting. Each inspector,  before entering upon the discharge of the duties of an
inspector,  shall  take and sign an oath  faithfully  to  execute  the duties of
inspector  with  strict  impartiality  and  according  to the best of his or her
ability. The inspector shall:

(a) ascertain the number of shares outstanding and the voting power of each;

(b)  determine the shares  represented  at a meeting and the validity of proxies
and ballots;

(c) specify the information  relied upon to determine the validity of electronic
transmissions in accordance with Section 1.09 hereof;

(d) count all votes and ballots;

(e) determine and retain for a reasonable  period a record of the disposition of
any challenges made to any determination by the inspectors; and

(f) certify his or her determination of the number of shares  represented at the
meeting, and his or her count of all votes and ballots;

(g) appoint or retain other persons or entities to assist in the  performance of
the duties of inspector; and

(h) when  determining  the shares  represented  and the  validity of proxies and
ballots,  be limited to an examination of the proxies,  any envelopes  submitted
with those proxies,  any information provided in accordance with Section 1.09 of
these By-Laws, ballots and the regular books and records of the Corporation. The
inspector may consider other  reliable  information  for the limited  purpose of
reconciling  proxies and ballots submitted by or on behalf of banks,  brokers or
their nominees or a similar person which represent more votes than the holder of
a proxy  is  authorized  by the  record  owner  to cast or more  votes  than the
stockholder  holds  of  record.  If  the  inspector   considers  other  reliable
information as outlined in this section,  the  inspector,  at the time of his or
her certification  pursuant to paragraph (f) of this section,  shall specify the
precise information considered,  the person or persons from whom the information
was  obtained,  when  this  information  was  obtained,  the  means by which the
information  was obtained,  and the basis for the  inspector's  belief that such
information is accurate and reliable.

Section  1.15.  OPENING AND CLOSING OF POLLS.  The date and time for the opening
and the closing of the polls for each  matter to be voted upon at a  stockholder
meeting  shall be announced at the meeting.  The  inspector  shall be prohibited
from  accepting  any  ballots,  proxies or votes or any  revocations  thereof or
changes  thereto  after the  closing of the polls,  unless the Court of Chancery
upon application by a stockholder shall determine otherwise.

Section 1.16. NO STOCKHOLDER ACTION BY WRITTEN CONSENT. Effective as of the time
the Common Stock shall be registered  pursuant to the provisions of the Exchange
Act, any action  required or permitted  to be taken by the  stockholders  of the
Corporation  must be effected at a duly called annual or special  meeting of the
stockholders of the Corporation,  and the ability of the stockholders to consent
in writing to the taking of any action is specifically denied.

                                   ARTICLE II

                               BOARD OF DIRECTORS

Section 2.01.  GENERAL  POWERS.  Except as may otherwise be provided by law, the
Certificate  of  Incorporation  or these  By-Laws,  the  property,  affairs  and
business of the  Corporation  shall be managed by or under the  direction of the
Board of Directors and the Board of Directors may exercise all the powers of the
Corporation.

Section 2.02.  NUMBER OF DIRECTORS.  Subject to the rights of the holders of any
class or series of Preferred  Stock,  if any,  the number of Directors  shall be
fixed  from time to time  exclusively  pursuant  to a  resolution  adopted  by a
majority of the entire Board of Directors;  provided, however, that the Board of
Directors shall at no time consist of fewer than three (3) Directors.

Section  2.03.  CLASSIFIED  BOARD  OF  DIRECTORS;  ELECTION  OF  DIRECTORS.  The
Directors of the Corporation,  subject to the rights of the holders of shares of
any class or series of Preferred Stock,  shall be classified with respect to the
time for which they  severally  hold office,  into three (3) classes,  as nearly
equal in number as possible, one class ("CLASS I") whose initial term expires at
the 2002  annual  meeting of  stockholders,  another  class  ("CLASS  II") whose
initial term  expires at the 2003 annual  meeting of  stockholders,  and another
class  ("CLASS  III") whose  initial term expires at the 2004 annual  meeting of
stockholders,  with each class to hold office until its  successors  are elected
and qualified.  Except as otherwise  provided in Sections 2.12 and 2.13 of these
By-Laws, at each annual meeting of stockholders of the Corporation,  and subject
to the  rights of the  holders  of  shares  of any class or series of  Preferred
Stock,  the  successors  of the class of  Directors  whose term  expires at that
meeting  shall be  elected  to hold  office  for a term  expiring  at the annual
meeting  of  stockholders  held in the third  year  following  the year of their
election.

Section 2.04.  THE CHAIRMAN OF THE BOARD.  The Directors  shall elect from among
the members of the Board a "Chairman  of the Board".  The  Chairman of the Board
shall be deemed an officer  of the  Corporation  and shall have such  duties and
powers as set forth in these By-Laws or as shall otherwise be conferred upon the
Chairman of the Board from time to time by the Board of Directors.  The Chairman
of the Board shall,  if present,  preside over all meetings of the  Stockholders
and of the  Board of  Directors.  The  Board of  Directors  shall by  resolution
establish  a  procedure  to provide  for an acting  Chairman of the Board in the
event  the  current  Chairman  of the  Board is  unable  to serve or act in that
capacity.

Section 2.05.  ANNUAL AND REGULAR  MEETINGS.  The annual meeting of the Board of
Directors for the purpose of electing  officers and for the  transaction of such
other  business  as may  come  before  the  meeting  shall  be  held  as soon as
reasonably  practicable  following  adjournment  of the  annual  meeting  of the
stockholders at the place of such annual meeting of the stockholders.  Notice of
such annual  meeting of the Board of Directors  need not be given.  The Board of
Directors from time to time may by resolution provide for the holding of regular
meetings  and fix the  place  (which  may be  within  or  without  the  State of
Delaware)  and the date and hour of such  meetings.  Notice of regular  meetings
need not be given,  provided,  however, that if the Board of Directors shall fix
or change the time or place of any regular meeting,  notice of such action shall
be mailed promptly, or sent by telephone,  including a voice messaging system or
other  system  or  technology  designed  to  record  and  communicate  messages,
telegraph,  facsimile,  electronic  mail  or  other  electronic  means,  to each
Director who shall not have been present at the meeting at which such action was
taken,  addressed to him or her at his or her usual place of business,  or shall
be delivered to him or her  personally.  Notice of such action need not be given
to any Director who attends the first regular meeting after such action is taken
without  protesting  the  lack  of  notice  to him or  her,  prior  to or at the
commencement of such meeting,  or to any Director who submits a signed waiver of
notice, whether before or after such meeting.

Section  2.06.  SPECIAL  MEETINGS;  NOTICE.  Special  meetings  of the  Board of
Directors  shall be held  whenever  called by the  Chairman of the Board,  Chief
Executive Officer (or, in the event of his or her absence or disability,  by the
President or any Executive  Vice  President),  or by the Board of Directors,  at
such place  (within or without the State of  Delaware),  date and hour as may be
specified  in the  respective  notices or  waivers  of notice of such  meetings.
Special  meetings of the Board of  Directors  also may be held  whenever  called
pursuant  to a  resolution  approved  by a  majority  of  the  entire  Board  of
Directors.  Special  meetings  of  the  Board  of  Directors  may be  called  on
twenty-four (24) hours' notice,  if notice is given to each Director  personally
or by  telephone,  including  a voice  messaging  system,  or  other  system  or
technology designed to record and communicate  messages,  telegraph,  facsimile,
electronic  mail or other  electronic  means,  or on five (5) days'  notice,  if
notice is mailed to each  Director,  addressed to him or her at his or her usual
place of business or to such other address as any Director may request by notice
to the  Secretary.  Notice  of any  special  meeting  need  not be  given to any
Director who attends such meeting  without  protesting the lack of notice to him
or her, prior to or at the commencement of such meeting,  or to any Director who
submits a signed waiver of notice, whether before or after such meeting, and any
business may be transacted thereat.

Section 2.07.  QUORUM;  VOTING.  At all meetings of the Board of Directors,  the
presence  of at least a majority  of the total  authorized  number of  Directors
shall  constitute a quorum for the transaction of business.  Except as otherwise
required by law, the vote of at least a majority of the Directors present at any
meeting at which a quorum is present shall be the act of the Board of Directors.

Section 2.08. ADJOURNMENT. A majority of the Directors present, whether or not a
quorum is present,  may adjourn any meeting of the Board of Directors to another
time or place. No notice need be given of any adjourned  meeting unless the time
and place of the adjourned meeting are not announced at the time of adjournment,
in which case notice  conforming  to the  requirements  of Section 2.05 of these
By-Laws shall be given to each Director.

Section 2.09.  ACTION WITHOUT A MEETING.  Any action required or permitted to be
taken at any meeting of the Board of Directors may be taken without a meeting if
all  members  of the  Board  of  Directors  consent  thereto  in  writing  or by
electronic transmission,  and such writing,  writings or electronic transmission
or  transmissions  are filed  with the  minutes of  proceedings  of the Board of
Directors.  Such filing shall be in paper form if the minutes are  maintained in
paper form and shall be in  electronic  form if the  minutes are  maintained  in
electronic form.

Section  2.10.  REGULATIONS;  MANNER OF ACTING.  To the extent  consistent  with
applicable law, the Certificate of Incorporation and these By-Laws, the Board of
Directors may adopt by resolution  such rules and regulations for the conduct of
meetings  of the Board of  Directors  and for the  management  of the  property,
affairs  and  business of the  Corporation  as the Board of  Directors  may deem
appropriate.  The  Directors  shall  act  only as a Board of  Directors  and the
individual  Directors shall have no power in their individual  capacities unless
expressly authorized by the Board of Directors.

Section  2.11.  ACTION BY  TELEPHONIC  COMMUNICATIONS.  Members  of the Board of
Directors  may  participate  in a meeting of the Board of  Directors by means of
conference  telephone  or other  communications  equipment by means of which all
persons participating in the meeting can hear each other, and participation in a
meeting pursuant to this provision shall  constitute  presence in person at such
meeting.

Section 2.12. RESIGNATIONS. Any Director may resign at any time by submitting an
electronic transmission or by delivering a written notice of resignation, signed
by  such  Director,  to the  Chairman  of the  Board  or the  Secretary.  Unless
otherwise specified therein,  such as an advance resignation tendered for action
under Section 1.07 of these  By-Laws,  such  resignation  shall take effect upon
delivery.

Section 2.13. REMOVAL OF DIRECTORS.  Subject to the rights of the holders of any
class or series of Preferred Stock, if any, to elect additional  Directors under
specified  circumstances,  any Director may be removed at any time, but only for
cause,  upon the  affirmative  vote of the holders of a majority of the combined
voting power of the then outstanding  stock of the Corporation  entitled to vote
generally  in the election of  Directors.  Any vacancy in the Board of Directors
caused by any such  removal  may be filled at such  meeting by the  stockholders
entitled  to  vote  for  the  election  of the  Director  so  removed.  If  such
stockholders  do not fill such  vacancy at such  meeting,  such  vacancy  may be
filled in the manner provided in Section 2.14 of these By-Laws.

Section 2.14. VACANCIES AND NEWLY CREATED  DIRECTORSHIPS.  Subject to the rights
of the  holders  of any class or series of  Preferred  Stock,  if any,  to elect
additional  Directors under specified  circumstances,  and except as provided in
Section 2.13, if any vacancies shall occur in the Board of Directors,  by reason
of death,  resignation,  removal or otherwise,  or if the  authorized  number of
Directors  shall be increased,  the Directors  then in office shall  continue to
act,  and such  vacancies  and newly  created  Directorships  may be filled by a
majority  of the  Directors  then in office,  although  less than a quorum.  Any
Director  filling a vacancy  shall be of the same class as that of the  Director
whose death,  resignation,  removal or other event  caused the vacancy,  and any
Director filling a newly created Directorship shall be of the class specified by
the Board of Directors at the time the newly created Directorships were created.
A Director elected to fill a vacancy or a newly created  Directorship shall hold
office until his or her successor has been elected and qualified or until his or
her earlier death, resignation or removal.

Section 2.15.  COMPENSATION.  The amount,  if any,  which each Director shall be
entitled to receive as compensation  for such Director's  services as such shall
be fixed from time to time by resolution of the Board of Directors.

Section 2.16. RELIANCE ON ACCOUNTS AND REPORTS,  ETC. A Director, or a member of
any committee  designated by the Board of Directors shall, in the performance of
such Director's or member's duties,  be fully protected in relying in good faith
upon the records of the Corporation and upon information,  opinions,  reports or
statements presented to the Corporation by any of the Corporation's  officers or
employees,  or committees designated by the Board of Directors,  or by any other
person as to the matters  the  Director or the member  reasonably  believes  are
within such other person's  professional  or expert  competence and who has been
selected with reasonable care by or on behalf of the Corporation.

                                   ARTICLE III

                    EXECUTIVE COMMITTEE AND OTHER COMMITTEES

Section  3.01.  EXECUTIVE  COMMITTEE.  The Board of Directors  shall  appoint an
Executive Committee  consisting of five (5) Directors.  Members of the Executive
Committee  shall be  appointed  by and  serve at the  pleasure  of the  Board of
Directors.  The  Chairman  of the  Board  shall  be a  member  of the  Executive
Committee  and  shall,  if  present,  preside at each  meeting of the  Executive
Committee.  The Chief Executive  Officer,  if different than the Chairman of the
Board,  shall be a member  of the  Executive  Committee  and in the  event of an
absence or vacancy in the office of the Chairman of the Board,  shall preside at
meetings of the  Executive  Committee.  If the Chairman of the Board is also the
Chief  Executive  Officer,  any other  member  of the  Executive  Committee,  as
determined by the members of the Executive Committee present, shall preside at a
meeting of the Executive  Committee in the absence of the Chairman of the Board.
The Secretary shall act as secretary of the Executive Committee and shall keep a
record of all proceedings of the Executive Committee.  A majority of the members
of the Executive Committee shall constitute a quorum.

Section 3.02. POWERS OF EXECUTIVE COMMITTEE.  The Executive Committee shall have
and, to the extent permitted by law, may exercise all of the powers of the Board
of Directors in the  management and affairs of the  Corporation  except when the
Board of Directors is in session.

Section 3.03. OTHER COMMITTEES. The Board of Directors, by resolution adopted by
the  affirmative  vote of a majority of Directors then in office,  may establish
one (1) or more other  committees of the Board of Directors,  each  committee to
consist  of such  number of  Directors  as from time to time may be fixed by the
Board of Directors.  Any such committee shall serve at the pleasure of the Board
of Directors.  Each such committee shall have the powers and duties delegated to
it by the Board of Directors, subject to the limitations set forth in applicable
Delaware  law.  The Board of  Directors  may elect one or more of its members as
alternate  members  of any such  committee  who may take the place of any absent
member or members at any meeting of such committee, upon request of the Chairman
of the Board or the Chairman of such committee.

Section  3.04.  POWERS.  Each  committee,  except as otherwise  provided in this
section,  shall have and may  exercise  such powers of the Board of Directors as
may be provided by resolution or resolutions of the Board of Directors.  Neither
the  Executive  Committee  nor any  other  committee  shall  have  the  power or
authority:

(a) to approve or adopt, or recommend to the stockholders,  any action or matter
expressly  required  by  the  General  Corporation  Law to be  submitted  to the
stockholders for approval; or

(b) to adopt, amend or repeal the By-Laws of the Corporation.

Section  3.05.  PROCEEDINGS.  Each  such  committee  may fix its  own  rules  of
procedure  and may meet at such place (within or without the State of Delaware),
at such time and upon such notice,  if any, as it shall  determine  from time to
time. Each such committee shall keep minutes of its proceedings and shall report
such  proceedings  to the  Board of  Directors  at the  meeting  of the Board of
Directors next following any such proceedings.

Section 3.06. QUORUM AND MANNER OF ACTING.  Except as may be otherwise  provided
in the resolution creating such committee, at all meetings of any committee, the
presence of members (or alternate members)  constituting a majority of the total
authorized  membership  of such  committee  shall  constitute  a quorum  for the
transaction of business.  The act of the majority of the members  present at any
meeting at which a quorum is  present  shall be the act of such  committee.  Any
action  required or permitted  to be taken at any meeting of any such  committee
may be taken without a meeting,  if all members of such committee  shall consent
to such  action in  writing  or by  electronic  transmission  and such  writing,
writings or electronic  transmission or transmissions are filed with the minutes
of the  proceedings of the committee.  Such filing shall be in paper form if the
minutes  are in paper form and shall be in  electronic  form if the  minutes are
maintained in electronic  form. The members of any such committee shall act only
as a committee, and the individual members of such committee shall have no power
in their  individual  capacities  unless  expressly  authorized  by the Board of
Directors.

Section 3.07. ACTION BY TELEPHONIC COMMUNICATIONS.  Unless otherwise provided by
the Board of Directors, members of any committee may participate in a meeting of
such  committee  by  means  of  conference  telephone  or  other  communications
equipment  by means of which all persons  participating  in the meeting can hear
each other,  and  participation  in a meeting  pursuant to this provision  shall
constitute presence in person at such meeting.

Section 3.08. ABSENT OR DISQUALIFIED MEMBERS. In the absence or disqualification
of a member of any committee, if no alternate member is present to act in his or
her  stead,  the  member or  members  thereof  present  at any  meeting  and not
disqualified  from voting,  whether or not he, she or they  constitute a quorum,
may  unanimously  appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member.

Section  3.09.  RESIGNATIONS.  Any  member  (and any  alternate  member)  of any
committee may resign at any time by delivering a written notice of  resignation,
signed by such  member,  to the Board of Directors or the Chairman of the Board.
Unless otherwise  specified  therein,  such  resignation  shall take effect upon
delivery.

Section 3.10.  REMOVAL.  Any member (and any alternate  member) of any committee
may be removed at any time,  either for or without cause, by resolution  adopted
by a majority of the whole Board of Directors.

Section 3.11. VACANCIES.  If any vacancy shall occur in any committee, by reason
of disqualification,  death,  resignation,  removal or otherwise,  the remaining
members (and any alternate  members) shall continue to act, and any such vacancy
may be filled by the Board of Directors.

                                   ARTICLE IV

                                    OFFICERS

Section 4.01.  CHIEF  EXECUTIVE  OFFICER.  The Board of Directors  shall elect a
Chief  Executive  Officer to serve at the pleasure of the Board of Directors who
shall (a)  supervise  the  carrying  out of policies  adopted or approved by the
Board of Directors,  (b) exercise a general supervision and superintendence over
all the  business  and affairs of the  Corporation,  and (c) possess  such other
powers and perform  such other  duties as may be assigned to him or her by these
By-Laws,  as may from time to time be assigned by the Board of Directors  and as
may be incident to the office of Chief Executive Officer.

Section 4.02. SECRETARY OF THE CORPORATION. The Board of Directors shall appoint
a  Secretary  of the  Corporation  to  serve  at the  pleasure  of the  Board of
Directors.  The  Secretary  of the  Corporation  shall (a) keep  minutes  of all
meetings of the  stockholders  and of the Board of Directors,  (b)  authenticate
records of the Corporation and (c) in general, have such powers and perform such
other duties as may be assigned to him or her by these By-Laws, as may from time
to time  be  assigned  to him or her by the  Board  of  Directors  or the  Chief
Executive  Officer  and as may be  incident  to the office of  Secretary  of the
Corporation.

Section 4.03.  OTHER OFFICERS  ELECTED BY BOARD OF DIRECTORS.  At any meeting of
the Board of  Directors,  the Board of  Directors  may elect a  President,  Vice
Presidents,  a Chief  Financial  Officer,  a  Treasurer,  Assistant  Treasurers,
Assistant Secretaries, or such other officers of the Corporation as the Board of
Directors  may  deem  necessary,  to  serve  at the  pleasure  of the  Board  of
Directors.  Other  officers  elected by the Board of  Directors  shall have such
powers  and  perform  such  duties as may be  assigned  to such  officers  by or
pursuant to  authorization  of the Board of Directors or by the Chief  Executive
Officer.

Section  4.04.  OTHER  OFFICERS.  The  Board  of  Directors  may  authorize  the
Corporation to elect or appoint other officers,  each of whom shall serve at the
pleasure of the  Corporation.  Officers  elected or appointed by the Corporation
shall have such powers and perform such duties as may be assigned to them by the
Corporation.

Section  4.05.  SALARIES.  The  salaries  of  all  officers  and  agents  of the
Corporation  shall be fixed by or  pursuant  to  authorization  of the  Board of
Directors.

Section 4.06. REMOVAL AND RESIGNATION; VACANCIES. Any officer may be removed for
or without cause at any time by the Board of  Directors.  Any officer may resign
at any time by  delivering  a  written  notice  of  resignation,  signed by such
officer,  to the Board of  Directors  or the  Chief  Executive  Officer.  Unless
otherwise  specified therein,  such resignation shall take effect upon delivery.
Any vacancy  occurring in any office of the  Corporation by death,  resignation,
removal or  otherwise,  shall be filled by or pursuant to  authorization  of the
Board of Directors.

Section 4.07. AUTHORITY AND DUTIES OF OFFICERS.  The officers of the Corporation
shall have such authority and shall exercise such powers and perform such duties
as may be  specified  in these  By-Laws,  except that in any event each  officer
shall exercise such powers and perform such duties as may be required by law.

                                    ARTICLE V

                                  CAPITAL STOCK

Section 5.01.  CERTIFICATES OF STOCK,  UNCERTIFICATED  SHARES. The shares of the
Corporation  shall be  represented by  certificates,  provided that the Board of
Directors may provide by resolution  or  resolutions  that some or all of any or
all classes or series of the stock of the  Corporation  shall be  uncertificated
shares.  Any  such  resolution  shall  not  apply  to  shares  represented  by a
certificate  until each such  certificate  is  surrendered  to the  Corporation.
Notwithstanding  the  adoption of such a resolution  by the Board of  Directors,
every holder of stock in the Corporation  represented by  certificates  and upon
request  every  holder of  uncertificated  shares  shall be  entitled  to have a
certificate  signed by, or in the name of, the  Corporation,  by the Chairman of
the  Board,  the Chief  Executive  Officer  or the  President,  and by the Chief
Financial Officer, the Treasurer or an Assistant Treasurer,  or the Secretary of
the  Corporation or an Assistant  Secretary,  representing  the number of shares
registered in certificate  form. Such  certificate  shall be in such form as the
Board of Directors may determine,  to the extent consistent with applicable law,
the Certificate of Incorporation and these By-Laws.

Section 5.02. SIGNATURES;  FACSIMILE. All signatures on the certificate referred
to in Section  5.01 of these  By-Laws may be in  facsimile,  engraved or printed
form,  to the extent  permitted by law. In case any officer,  transfer  agent or
registrar who has signed, or whose facsimile,  engraved or printed signature has
been placed upon a certificate  shall have ceased to be such  officer,  transfer
agent or registrar  before such  certificate is issued,  it may be issued by the
Corporation  with the same  effect as if he or she were such  officer,  transfer
agent or registrar at the date of issue.

Section 5.03. LOST, STOLEN OR DESTROYED CERTIFICATES. The Board of Directors may
direct that a new certificate be issued in place of any certificate  theretofore
issued by the Corporation  alleged to have been lost, stolen or destroyed,  upon
delivery  to the  Corporation  of an  affidavit  of the  owner or owners of such
certificate,  setting forth such  allegation.  The  Corporation  may require the
owner  of such  lost,  stolen  or  destroyed  certificate,  or his or her  legal
representative,  to give the  Corporation  a bond  sufficient  to  indemnify  it
against any claim that may be made  against it on account of the  alleged  loss,
theft or  destruction  of any such  certificate  or the issuance of any such new
certificate.

Section  5.04.  TRANSFER OF STOCK.  Upon  surrender  to the  Corporation  or the
transfer agent of the Corporation of a certificate for shares,  duly endorsed or
accompanied  by appropriate  evidence of succession,  assignment or authority to
transfer,  the Corporation  shall issue a new certificate to the person entitled
thereto,  cancel the old certificate and record the transaction  upon its books.
Within a  reasonable  time  after the  transfer  of  uncertificated  stock,  the
Corporation  shall  send  to the  registered  owner  thereof  a  written  notice
containing the  information  required to be set forth or stated on  certificates
pursuant to the laws of the General  Corporation  Law of the State of  Delaware.
Subject to the provisions of the Certificate of Incorporation and these By-Laws,
the Board of Directors may prescribe such additional rules and regulations as it
may deem appropriate relating to the issue,  transfer and registration of shares
of the Corporation.

Section 5.05.  RECORD DATE. In order to 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, in advance,  a record  date,  which record date
shall not  precede  the date on which the  resolution  fixing the record date is
adopted by the Board of  Directors,  and which shall not be more than sixty (60)
nor fewer than ten (10) days before the date of such meeting. 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,  provided,  however,
that the Board of Directors may fix a new record date for the adjourned meeting.

In order that the Corporation may determine the stockholders entitled to receive
payment of any dividend or other  distribution or allotment of any rights of 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  (60) 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 5.06. REGISTERED  STOCKHOLDERS.  Prior to due surrender of a certificate
for registration of transfer,  the Corporation may treat the registered owner as
the person exclusively entitled to receive dividends and other distributions, to
vote,  to receive  notice and otherwise to exercise all the rights and powers of
the owner of the shares  represented by such  certificate,  and the  Corporation
shall not be bound to recognize  any  equitable or legal claim to or interest in
such  shares on the part of any other  person,  whether  or not the  Corporation
shall have notice of such claim or  interests.  Whenever  any transfer of shares
shall  be made  for  collateral  security,  and not  absolutely,  it shall be so
expressed in the entry of the transfer if, when the  certificates  are presented
to the  Corporation  for transfer or  uncertificated  shares are requested to be
transferred,  both the transferor and transferee  request the  Corporation to do
so.

Section 5.07.  TRANSFER AGENT AND REGISTRAR.  The Board of Directors may appoint
one (1) or more transfer agents and one (1) or more registrars,  and may require
all certificates  representing shares to bear the signature of any such transfer
agents or registrars.

                                   ARTICLE VI

                                 INDEMNIFICATION

Section 6.01.  NATURE OF INDEMNITY.  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 (a "Proceeding"), whether civil,
criminal,  administrative or investigative, by reason of the fact that he or she
is or was or has agreed to become a Director or officer of the  Corporation,  or
is or was serving or has agreed to serve at the request of the  Corporation as a
Director or officer, of another corporation,  partnership,  joint venture, trust
or other  enterprise,  or by reason of any action  alleged to have been taken or
omitted in such capacity,  and may indemnify any person who was or is a party or
is threatened to be made a party to such a Proceeding by reason of the fact that
he or she is or was  or has  agreed  to  become  an  employee  or  agent  of the
Corporation,  or is or was  serving or has agreed to serve at the request of the
Corporation as an employee or agent 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  or her or on his  or  her  behalf  in  connection  with  such
Proceeding and any appeal  therefrom,  if he or she acted in good faith and in a
manner  he or she  reasonably  believed  to be in or  not  opposed  to the  best
interests of the Corporation,  and, with respect to any criminal Proceeding, had
no reasonable  cause to believe his or her conduct was unlawful;  except that in
the case of a  Proceeding  by or in the right of the  Corporation  to  procure a
judgment  in its favor (1) such  indemnification  shall be limited  to  expenses
(including  attorneys' fees) actually and reasonably  incurred by such person in
the defense or settlement of such Proceeding,  and (2) no indemnification  shall
be made in respect of any claim,  issue or matter as to which such person  shall
have been adjudged to be liable to the Corporation unless and only to the extent
that the Delaware  Court of Chancery or the court in which such  Proceeding  was
brought shall  determine upon  application  that,  despite the  adjudication  of
liability  but in view of all the  circumstances  of the  case,  such  person is
fairly and reasonably entitled to indemnity for such expenses which the Delaware
Court of Chancery or such other court  shall deem  proper.  Notwithstanding  the
foregoing,  but subject to Section 6.05 of these By-Laws,  the Corporation shall
not be  obligated  to  indemnify  a Director  or officer of the  Corporation  in
respect  of a  Proceeding  (or part  thereof)  instituted  by such  Director  or
officer,  unless such  Proceeding  (or part thereof) has been  authorized by the
Board of Directors.

The termination of any 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
or she reasonably  believed to be in or not opposed to the best interests of the
Corporation,  and, with respect to any criminal Proceeding, had reasonable cause
to believe that his or her conduct was unlawful.

Section  6.02.  SUCCESSFUL  DEFENSE.  To the  extent  that a  present  or former
Director  or officer of the  Corporation  has been  successful  on the merits or
otherwise in defense of any Proceeding  referred to in Section 6.01 hereof or in
defense of any claim, issue or matter therein,  such person shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
such person in connection therewith.

Section 6.03.  DETERMINATION THAT INDEMNIFICATION IS PROPER. Any indemnification
of a present or former Director or officer of the Corporation under Section 6.01
hereof  (unless  ordered by a court) shall be made by the  Corporation  unless a
determination is made that  indemnification of the present or former Director or
officer  is not  proper in the  circumstances  because he or she has not met the
applicable   standard  of  conduct  set  forth  in  Section  6.01  hereof.   Any
indemnification  of a present  or former  employee  or agent of the  Corporation
under  Section  6.01  hereof  (unless  ordered  by a  court)  may be made by the
Corporation upon a determination  that  indemnification of the present or former
employee or agent is proper in the  circumstances  because he or she has met the
applicable  standard  of conduct  set forth in  Section  6.01  hereof.  Any such
determination  shall be made,  with  respect to a person  who is a  Director  or
officer  at the  time  of  such  determination,  (1) by a  majority  vote of the
Directors  who are not  parties  to such  Proceeding,  even  though  less than a
quorum,  or (2) by a committee of such Directors  designated by majority vote of
such  Directors,  even  though  less than a quorum,  or (3) if there are no such
Directors,  or if such Directors so direct,  by  independent  legal counsel in a
written opinion, or (4) by the stockholders.

Section 6.04. ADVANCE PAYMENT OF EXPENSES.  Expenses (including attorneys' fees)
incurred  by  a  Director  or  officer  in   defending   any  civil,   criminal,
administrative  or investigative  Proceeding shall be paid by the Corporation in
advance  of  the  final  disposition  of  such  Proceeding  upon  receipt  of an
undertaking  by or on behalf of the  Director or officer to repay such amount if
it shall  ultimately  be  determined  that  such  person is not  entitled  to be
indemnified  by the  Corporation  as authorized  in this Article.  Such expenses
(including  attorneys'  fees) incurred by former Directors and officers or other
employees and agents may be so paid upon such terms and  conditions,  if any, as
the  Corporation  deems  appropriate.  The Board of Directors  may authorize the
Corporation's counsel to represent such Director,  officer, employee or agent in
any Proceeding, whether or not the Corporation is a party to such Proceeding.

Section 6.05.  PROCEDURE  FOR  INDEMNIFICATION  OF DIRECTORS  AND OFFICERS.  Any
indemnification  of a Director or officer of the Corporation under Sections 6.01
and 6.02,  or advance of costs,  charges  and  expenses to a Director or officer
under Section 6.04 of these By-Laws,  shall be made  promptly,  and in any event
within thirty (30) days, upon the written request of the Director or officer. If
a determination  by the Corporation  that the Director or officer is entitled to
indemnification  pursuant to this  Article VI is required,  and the  Corporation
fails to respond within thirty (30) days to a written request for indemnity, the
Corporation  shall be deemed to have approved such request.  If the  Corporation
denies a written  request for indemnity or advancement of expenses,  in whole or
in part,  or if  payment in full  pursuant  to such  request is not made  within
thirty (30) days,  the right to  indemnification  or advances as granted by this
Article  VI shall be  enforceable  by the  Director  or  officer in any court of
competent jurisdiction.  Such person's costs and expenses incurred in connection
with successfully establishing his or her right to indemnification,  in whole or
in part, in any such Proceeding shall also be indemnified by the Corporation. It
shall be a defense  to any such  Proceeding  (other  than an action  brought  to
enforce a claim for the advance of costs,  charges and  expenses  under  Section
6.04 of these By-Laws where the required undertaking,  if any, has been received
by the  Corporation)  that the  claimant has not met the standard of conduct set
forth in Section 6.01 of these  By-Laws,  but the burden of proving such defense
shall be on the Corporation.  Neither the failure of the Corporation  (including
its Board of Directors,  its independent legal counsel, and its stockholders) to
have  made a  determination  prior  to the  commencement  of  such  action  that
indemnification of the claimant is proper in the circumstances because he or she
has met the  applicable  standard of conduct set forth in Section  6.01 of these
By-Laws,  nor the fact  that  there  has  been an  actual  determination  by the
Corporation  (including its Board of Directors,  its independent  legal counsel,
and its stockholders) that the claimant has not met such applicable  standard of
conduct,  shall be a defense  to the  action or  create a  presumption  that the
claimant has not met the applicable standard of conduct.

Section  6.06.   SURVIVAL;   PRESERVATION   OF  OTHER   RIGHTS.   The  foregoing
indemnification  provisions  shall  be  deemed  to  be a  contract  between  the
Corporation  and each  Director,  officer,  employee and agent who serves in any
such  capacity  at any  time  while  these  provisions  as well as the  relevant
provisions of the Delaware General  Corporation Law are in effect and any repeal
or  modification  thereof shall not affect any right or obligation then existing
with respect to any state of facts then or previously existing or any Proceeding
previously  or thereafter  brought or threatened  based in whole or in part upon
any  such  state  of  facts.  Such  a  "contract  right"  may  not  be  modified
retroactively without the consent of such Director, officer, employee or agent.

The indemnification provided by this Article VI shall not be deemed exclusive of
any other rights to which those  indemnified  may be entitled  under any by-law,
agreement, vote of stockholders or disinterested Directors or otherwise, both as
to action  in such  person's  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,  officer,  employee  or agent  and shall  inure to the
benefit of the heirs, executors and administrators of such a person.

Section 6.07. INSURANCE.  The Corporation may purchase and maintain insurance on
behalf of any person who is or was or has agreed to become a Director,  officer,
employee or agent of the Corporation, or is or was serving at the request of the
Corporation as a Director or officer,  employee or agent of another corporation,
partnership,  joint  venture,  trust or other  enterprise  against any liability
asserted  against  such person and  incurred by such person or on such  person's
behalf in any such  capacity,  or arising out of such  person's  status as such,
whether  or not the  Corporation  would have the power to  indemnify  him or her
against such liability under the provisions of this Article VI.

Section 6.08.  SEVERABILITY.  If this Article VI or any portion  hereof shall be
invalidated  on any  ground by any  court of  competent  jurisdiction,  then the
Corporation  shall  nevertheless  indemnify  each  Director  or officer  and may
indemnify  each employee or agent of the  Corporation  as to costs,  charges and
expenses  (including  attorneys'  fees),  judgments,  fines and amounts  paid in
settlement with respect to a Proceeding, whether civil, criminal, administrative
or investigative,  including a Proceeding by or in the right of the Corporation,
to the fullest  extent  permitted by any  applicable  portion of this Article VI
that shall not have been  invalidated  and to the fullest  extent  permitted  by
applicable law.

                                   ARTICLE VII

                                     OFFICES

Section 7.01.  INITIAL  REGISTERED  OFFICE. The initial registered office of the
Corporation  in the State of  Delaware  shall be  located at  Corporation  Trust
Center, 1209 N. Orange Street in the City of Wilmington, County of New Castle.

Section 7.02.  OTHER OFFICES.  The Corporation may maintain offices or places of
business at such other locations  within or without the State of Delaware as the
Board of  Directors  may from time to time  determine  or as the business of the
Corporation may require.

                                  ARTICLE VIII

                               GENERAL PROVISIONS

Section 8.01.  DIVIDENDS.  Subject to any  applicable  provisions of law and the
Certificate of  Incorporation,  dividends upon the shares of the Corporation may
be declared by the Board of Directors  at any regular or special  meeting of the
Board of  Directors  and any such  dividend  may be paid in cash,  property,  or
shares of the Corporation's capital stock.

A member of the Board of Directors,  or a member of any committee  designated by
the Board of  Directors  shall be fully  protected in relying in good faith upon
the records of the Corporation and upon such information,  opinions,  reports or
statements presented to the Corporation by any of its officers or employees,  or
committees of the Board of  Directors,  or by any other person as to matters the
Director  reasonably  believes are within such other  person's  professional  or
expert competence and who has been selected with reasonable care by or on behalf
of the Corporation, as to the value and amount of the assets, liabilities and/or
net profits of the  Corporation,  or any other facts  pertinent to the existence
and amount of surplus or other  funds from which  dividends  might  properly  be
declared and paid.

Section  8.02.  RESERVES.  There  may be set  aside  out  of  any  funds  of the
Corporation  available for dividends  such sum or sums as the Board of Directors
from time to time,  in its absolute  discretion,  thinks  proper as a reserve or
reserves to meet contingencies, or for equalizing dividends, or for repairing or
maintaining  any property of the  Corporation  or for such other  purpose as the
Board of Directors shall think conducive to the interest of the Corporation, and
the Board of Directors may similarly modify or abolish any such reserve.

Section 8.03. EXECUTION OF INSTRUMENTS. The Board of Directors may authorize, or
provide for the  authorization  of, officers,  employees or agents to enter into
any contract or execute and deliver any  instrument in the name and on behalf of
the  Corporation.  Any such  authorization  must be in writing or by  electronic
transmission and may be general or limited to specific contracts or instruments.

Section 8.04. CORPORATE  INDEBTEDNESS.  No loan shall be contracted on behalf of
the  Corporation,  and no evidence of indebtedness  shall be issued in its name,
unless authorized by the Board of Directors.  Such  authorization may be general
or confined to specific  instances.  Loans so authorized  may be effected at any
time for the Corporation from any bank, trust company or other  institution,  or
from any firm, corporation or individual. All bonds, debentures, notes and other
obligations  or evidences of  indebtedness  of the  Corporation  issued for such
loans shall be made,  executed and  delivered  as the Board of  Directors  shall
authorize.  When so authorized by the Board of Directors, any part of or all the
properties,  including  contract  rights,  assets,  business or good will of the
Corporation,  whether  then  owned or  thereafter  acquired,  may be  mortgaged,
pledged,  hypothecated  or conveyed  or  assigned  in trust as security  for the
payment of such bonds,  debentures,  notes and other obligations or evidences of
indebtedness of the  Corporation,  and of the interest  thereon,  by instruments
executed and delivered in the name of the Corporation.

Section 8.05.  DISPOSITION OF FUNDS. The funds of the Corporation  shall be paid
out,  transferred  or  otherwise  disposed of only in such manner and under such
controls as may be  authorized by resolution of the Board of Directors or as may
be  authorized  by such  officers of the  Corporation  as the Board of Directors
designates.

Section 8.06. SALE,  TRANSFER,  ETC. OF SECURITIES.  To the extent authorized by
the Board of Directors or by the Chief  Executive  Officer,  the President,  any
Vice President, the Secretary of the Corporation, the Chief Financial Officer or
the Treasurer or any other officers  designated by the Board of Directors or the
Chief Executive Officer may sell,  transfer,  endorse,  and assign any shares of
stock,  bonds  or  other  securities  owned  by or  held  in  the  name  of  the
Corporation,  and may make,  execute and deliver in the name of the Corporation,
under its corporate seal, any instruments  that may be appropriate to effect any
such sale, transfer, endorsement or assignment.

Section 8.07. VOTING AS STOCKHOLDER.  Unless otherwise  determined by resolution
of the Board of Directors,  the Chief  Executive  Officer,  the  President,  any
Executive Vice President or any Senior Vice President  shall have full power and
authority on behalf of the  Corporation to attend any meeting of stockholders of
any corporation in which the  Corporation  may hold stock,  and to act, vote (or
execute  proxies to vote) and  exercise in person or by proxy all other  rights,
powers and  privileges  incident to the  ownership of such stock.  Such officers
acting on behalf of the  Corporation  shall  have full  power and  authority  to
execute any instrument  expressing  consent to or dissent from any action of any
such  corporation  without a meeting.  The Board of Directors  may by resolution
from time to time  confer  such  power and  authority  upon any other  person or
persons.

Section 8.08.  FISCAL YEAR. The fiscal year of the Corporation shall commence on
the first day of January of each year (except for the Corporation's first fiscal
year which shall commence on the date of  incorporation)  and shall terminate in
each case on December 31.

Section 8.09.  SEAL.  The seal of the  Corporation  shall be in such form as the
Board of Directors may from time to time determine and shall contain the name of
the Corporation,  the year of its  incorporation  and the words "Corporate Seal"
and  "Delaware".  The form of such seal shall be subject  to  alteration  by the
Board of Directors. The seal may be used by causing it or a facsimile thereof to
be impressed, affixed or reproduced, or may be used in any other lawful manner.

Section  8.10.  BOOKS AND RECORDS;  INSPECTION.  Except to the extent  otherwise
required by law, the books and records of the Corporation  shall be kept at such
place or places  within or without the State of  Delaware  as may be  determined
from time to time by the Board of Directors.

                                   ARTICLE IX

                              AMENDMENT OF BY-LAWS

Section 9.01.  AMENDMENT.  These By-Laws may be amended, altered or repealed:

(a) by resolution adopted by a majority of the Board of Directors at any special
or regular  meeting of the Board of  Directors  if, in the case of such  special
meeting only, notice of such amendment, alteration or repeal is contained in the
notice or waiver of notice of such meeting; or

(b) at any regular or special meeting of the  stockholders  upon the affirmative
vote of the holders of three-fourths  (3/4) or more of the combined voting power
of the outstanding  shares of the Corporation  entitled to vote generally in the
election of Directors if, in the case of such special  meeting  only,  notice of
such  amendment,  alteration  or repeal is  contained in the notice or waiver of
notice of such meeting.

                                    ARTICLE X

                                  CONSTRUCTION

Section 10.01. CONSTRUCTION. In the event of any conflict between the provisions
of these  By-Laws  as in  effect  from  time to time and the  provisions  of the
Certificate of  Incorporation of the Corporation as in effect from time to time,
the provisions of such Certificate of Incorporation shall be controlling.