EXHIBIT 3.2
 
                                                                 Adopted  /  /03
 
                         AMENDED AND RESTATED BY-LAWS OF
 
                        CITADEL BROADCASTING CORPORATION
                            (A Delaware Corporation)
 
 
                                    ARTICLE I
 
                                     Offices
 
SECTION 1.  REGISTERED OFFICE. The registered office of the Corporation within
the State of Delaware shall be in the City of Wilmington, County of New Castle.
 
SECTION 2.  OTHER OFFICES. The Corporation may also have an office or offices
other than said registered office at such place or places, either within or
without the State of Delaware, as the Board of Directors shall from time to time
determine or the business of the Corporation may require.
 
                                   ARTICLE II
 
                            Meetings of Stockholders
 
SECTION 1.  PLACE OF MEETINGS. All meetings of the stockholders for the election
of directors or for any other purpose shall be held at any such place, either
within or without the State of Delaware, as shall be designated from time to
time by the Board of Directors and stated in the notice of meeting or in a duly
executed waiver thereof. The Board of Directors may, in its sole discretion,
determine that the meeting shall not be held at any place, but may instead by
held solely by means of remote communication.
 
If authorized by the Board of Directors in its sole discretion, and subject to
such guidelines and procedures as the Board of Directors may adopt, stockholders
and proxyholders not physically present at a meeting of stockholders may, by
means of remote communication, (a) participate in a meeting of stockholders, and
(b) be deemed present in person and vote at a meeting of stockholders whether
such meeting is to be held at a designated place or solely by means of remote
communication, to the extent permitted by law.
 
SECTION 2.  ANNUAL MEETING. The annual meeting of stockholders shall be held at
such other date and time as shall be designated from time to time by the Board
of Directors and stated in the notice of meeting or in a duly executed waiver
thereof. At such annual meeting, the stockholders shall elect, by a plurality
vote, a Board of Directors and transact such other business as may properly be
brought before the meeting.
 
SECTION 3.  SPECIAL MEETINGS. Special meetings of stockholders, unless otherwise
prescribed by statute, may be called at any time by the Board of Directors or
the Chairman of the Board, if one shall have been elected, or the President or
Chief Executive Officer.
 
SECTION 4.  NOTICE OF MEETINGS. Except as otherwise expressly required by
statute, written notice of each annual and special meeting of stockholders
stating the date, place, if any, and hour of the meeting, 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, and, in the case of a special
meeting, the purpose or purposes for which the meeting is called, shall be given
to
 
<Page>
 
each stockholder of record entitled to vote thereat not less than ten nor more
than sixty days before the date of the meeting. Business transacted at any
special meeting of stockholders shall be limited to the purposes stated in the
notice (or any supplement or amendment thereto). Notice shall be given
personally or by mail and, if by mail, shall be sent in a postage prepaid
envelope, addressed to the stockholder at his address as it appears on the
records of the Corporation. Notice by mail shall be deemed given at the time
when the same shall be deposited in the United States mail, postage prepaid.
Notice of any meeting shall not be required to be given to any person who
attends such meeting, except when such person attends the meeting in person or
by proxy for the express purpose of objecting, at the beginning of the meeting,
to the transaction of any business because the meeting is not lawfully called or
convened, or who, either before or after the meeting, shall submit a signed
written waiver, in person or by proxy, signed by the person entitled to notice,
or a waiver by electronic transmission by the person entitled to notice. Neither
the business to be transacted at, nor the purpose of, an annual or special
meeting of stockholders need be specified in any written waiver of notice or any
waiver by electronic transmission.
 
SECTION 5.  QUORUM, ADJOURNMENTS. The holders of a majority of the voting power
of the issued and outstanding stock of the Corporation entitled to vote thereat,
present in person or represented by proxy, shall constitute a quorum for the
transaction of business at all meetings of stockholders, except as otherwise
provided by statute or by the Certificate of Incorporation. A quorum, once
established, shall not be broken by the withdrawal of enough votes to leave less
than a quorum. If, however, such quorum shall not be present or represented by
proxy at any meeting of stockholders, the stockholders entitled to vote thereat,
present in person or represented by proxy, shall have the power to adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented by proxy. When a meeting
is adjourned to another time or place, notice need not be given of the adjourned
meeting if the time, place, if any, thereof, 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 adjourned meeting are announced at the
meeting at which the adjournment is taken. At such adjourned meeting at which a
quorum shall be present or represented by proxy, any business may be transacted
which might have been transacted at the meeting as originally called. If the
adjournment is for more than thirty days, or, if after adjournment a new record
date is set, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.
 
SECTION 6.  ORGANIZATION. At each meeting of stockholders, the Chairman of the
Board, if one shall have been elected, or, in his absence or if one shall not
have been elected, the Chief Executive Officer shall act as chairman of the
meeting. The Secretary or, in his absence or inability to act, the person whom
the chairman of the meeting shall appoint secretary of the meeting shall act as
secretary of the meeting and keep the minutes thereof.
 
SECTION 7.  ORDER OF BUSINESS; CONDUCT OF MEETINGS. The order of business at all
meetings of the stockholders shall be as determined by the chairman of the
meeting. The Board of Directors may adopt by resolution such rules and
regulations for the conduct of the meeting of the stockholders as it shall deem
appropriate. Except to the extent inconsistent with such rules and regulations
adopted by the Board of Directors, the chairman of any meeting of the
stockholders shall have the right and authority to prescribe such rules,
regulations and procedures and to do all such acts as, in the judgment of such
chairman, are appropriate for the proper conduct of the meeting. Such rules,
regulations or procedures, whether adopted by the Board of Directors or
prescribed by the chairman of the meeting, may include, without limitation, the
following: (i) the establishment of an agenda or order of business for the
meeting; (ii) the determination of when the polls shall open and close for any
given matter to be voted at the meeting; (iii) rules and procedures for
maintaining order at the meeting and the safety of those present; (iv)
 
                                      - 2 -
<Page>
 
limitations on attendance at or participation in the meeting to stockholders of
record of the Corporation, their duly authorized and constituted proxies or such
other persons as the chairman of the meeting shall determine; (v) restrictions
on entry to the meeting after the time fixed for the commencement thereof; and
(vi) limitations on the time allotted to questions or comments by participants.
 
SECTION 8.  VOTING. Except as otherwise provided by statute or the Certificate
of Incorporation, each stockholder of the Corporation shall be entitled at each
meeting of stockholders to one vote for each share of capital stock of the
Corporation standing in his name on the record of stockholders of the
Corporation:
 
                    (a) on the date fixed pursuant to the provisions of Section
            7 of Article V of these By-Laws as the record date for the
            determination of the stockholders who shall be entitled to notice of
            and to vote at such meeting; or
 
                    (b) if no such record date shall have been so fixed, then at
            the close of business on the day next preceding the day on which
            notice thereof shall be given, or, if notice is waived, at the close
            of business on the date next preceding the day on which the meeting
            is held.
 
Each stockholder entitled to vote at any meeting of stockholders may authorize
another person or persons to act for him by a proxy, signed by such stockholder
or his attorney-in-fact, or by transmitting or authorizing the transmission of a
telegram, cablegram, or other means of electronic transmission permitted by law
filed in accordance with the procedure established for the meeting, but no proxy
shall be voted after three years from its date, unless the proxy provides for a
longer period. Any copy, facsimile telecommunication or other reliable
reproduction of the writing or transmission created pursuant to this paragraph
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.
Any such proxy shall be delivered to the secretary of the meeting at or prior to
the time designated in the order of business for so delivering such proxies.
When a quorum is present at any meeting, the vote of the holders of a majority
of the voting power of the issued and outstanding stock of the Corporation
entitled to vote thereon, present in person or represented by proxy, shall
decide any question brought before such meeting, unless the question is one upon
which by express provision of statute or of the Certificate of Incorporation or
of these By-Laws, a different vote is required, in which case such express
provision shall govern and control the decision of such question. Unless
required by statute, or determined by the chairman of the meeting to be
advisable, the vote on any question, including the election of directors, need
not be by ballot. On a vote by ballot, each ballot shall be signed by the
stockholder voting, or by his proxy, if there be such proxy, and shall state the
number of shares voted. Such requirement of a written ballot shall be satisfied
by a ballot submitted by electronic transmission, provided that any such
electronic transmission must either set forth or be submitted with information
from which it can be determined that the electronic transmission was authorized
by the stockholder or proxyholder.
 
SECTION 9.  INSPECTORS. The Board of Directors may, and to the extent required
by law, shall, in advance of any meeting of stockholders, appoint one or more
inspectors to act at such meeting or any adjournment thereof. If any of the
inspectors so appointed shall fail to appear or act, the chairman of the meeting
shall, or if inspectors shall not have been appointed, the chairman of the
meeting may, appoint one or more inspectors. Each inspector, before entering
upon the discharge of his duties, shall take and sign an oath faithfully to
execute the duties of inspector at such meeting with strict impartiality and
according to the best of his ability. The inspectors shall determine the number
of shares of capital stock of the Corporation outstanding and the voting
 
                                      - 3 -
<Page>
 
power of each, the number of shares represented at the meeting, the existence of
a quorum, the validity and effect of proxies, and shall receive votes, ballots
or consents, hear and determine all challenges and questions arising in
connection with the right to vote, count and tabulate all votes, ballots or
consents, determine the results, and do such acts as are proper to conduct the
election or vote with fairness to all stockholders. On request of the chairman
of the meeting, the inspectors shall make a report in writing of any challenge,
request or matter determined by them and shall execute a certificate of any fact
found by them. No director or candidate for the office of director shall act as
an inspector of an election of directors. Inspectors need not be stockholders.
 
SECTION 10. STOCK LIST. A complete list of stockholders entitled to vote at any
meeting of stockholders, arranged in alphabetical order for each class of stock
and showing the address of each such stockholder and the number of shares
registered in his or her name, shall be open to the examination of any such
stockholder for a period of at least ten (10) days prior to the meeting in the
manner provided by law. This list need not include electronic mail addresses or
other electronic contact information. In the event that the Corporation
determines to make the list available on an electronic network, the Corporation
may take reasonable steps to ensure that such information is available only to
stockholders of the Corporation. If the meeting is to be held at a place, then
the list shall also be open to the examination of any stockholder during the
whole time of the meeting as provided by law. If the meeting is to be held
solely by means of remote communication, then the list shall also be open to the
examination of any stockholder during the whole time of the meeting on a
reasonably accessible electronic network, and the information required to access
such list shall be provided with the notice of the meeting. This list shall be
the only evidence as to who are the stockholders entitled to examine the stock
ledger, the list required by this Section 10 or the books of the Corporation, or
to vote in person or by proxy at any meeting of stockholders.
 
SECTION 11. ACTION BY CONSENT. Whenever the vote of stockholders at a meeting
thereof is required or permitted to be taken for or in connection with any
corporate action, by any provision of statute or of the Certificate of
Incorporation or of these By-Laws, the meeting and vote of stockholders may be
dispensed with, and the action taken without such meeting and vote, if a consent
in writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares of
stock of the Corporation entitled to vote thereon were present and voted and
shall be delivered to the Corporation by delivery to its registered office in
Delaware, its principal place of business, or an officer or agent of the
Corporation having custody of the book in which proceedings of meetings of
stockholders are recorded. Delivery made to the Corporation's registered office
shall be made by hand or by certified or registered mail, return receipt
requested.
 
Every written consent shall bear the date of signature of each stockholder who
signs the consent and no written consent shall be effective to take the
corporate action referred to therein unless, within sixty (60) days of the date
the earliest dated consent is delivered to the Corporation, a written consent or
consents signed by a sufficient number of holders to take action are delivered
to the Corporation in the manner prescribed in the first paragraph of this
Section 11. A telegram, cablegram or other electronic transmission consenting to
an action to be taken and transmitted by a stockholder or proxyholder, or by a
person or persons authorized to act for a stockholder or proxyholder, shall be
deemed to be written, signed and dated for the purposes of this Section 11 to
the extent permitted by law. Any such consent shall be delivered in accordance
with Section 228(d)(1) of the Delaware General Corporation Law.
 
Any copy, facsimile or other reliable reproduction of a consent in writing may
be substituted or used in lieu of the original writing for any and all purposes
for which the original writing could
 
                                      - 4 -
<Page>
 
be used, provided that such copy, facsimile or other reproduction shall be a
complete reproduction of the entire original writing.
 
SECTION 12. TRANSFER OF SHARES TO ALIENS. Except as otherwise provided by law,
not more than twenty percent (20%) of the aggregate number of shares of stock
outstanding shall at any time be owned of record by or for the account of aliens
or their representatives, or by a foreign government or representative thereof
or by any corporation organized under the laws of a foreign country
(collectively "Aliens"). Shares of stock shall be transferable on the books of
the Corporation to Aliens (or to any persons holding for the account of Aliens)
only, if after giving effect to such transfer, the aggregate number of shares of
stock outstanding owned by or for the account of Aliens would be not more than
twenty percent (20%) of the number of shares of stock then outstanding. The
Board of Directors may from time to time make such rules and regulations as it
may deem necessary or appropriate to enforce the foregoing provisions of this
Section 12.
 
SECTION 13. ADVANCE NOTICE PROVISIONS FOR ELECTION OF DIRECTORS. Only persons
who are nominated in accordance with the following procedures shall be eligible
for election as directors of the Corporation. Nominations of persons for
election to the Board of Directors may be made at any annual meeting of
stockholders, or at any special meeting of stockholders called for the purpose
of electing directors, (a) by or at the direction of the Board of Directors (or
any duly authorized committee thereof) or (b) by any stockholder of the
Corporation (i) who is a stockholder of record on the date of the giving of the
notice provided for in this Section 13 and on the record date for the
determination of stockholders entitled to vote at such meeting and (ii) who
complies with the notice procedures set forth in this Section 13.
 
            In addition to any other applicable requirements, for a nomination
to be made by a stockholder such stockholder must have given timely notice
thereof in proper written form to the Secretary of the Corporation.
 
            To be timely, a stockholder's notice to the Secretary must be
delivered to or mailed and received at the principal executive offices of the
Corporation (a) in the case of an annual meeting, not less than 45 or more than
75 days prior to the first anniversary of the date on which the Corporation
first mailed its proxy materials for the preceding year's annual meeting of
stockholders; provided, however, that if the date of the annual meeting is
advanced more than 30 days prior to or delayed by more than 30 days after the
anniversary of the preceding year's annual meeting, to be timely, notice by the
stockholder must be so delivered not later than the close of business on the
later of the 90th day prior to such annual meeting or the 10th day following the
day on which public announcement of the date of such meeting is first made; and
(b) in the case of a special meeting of stockholders called for the purpose of
electing directors, not later than the close of business on the later of the
90th day prior to such special meeting or the 10th day following the day on
which public announcement is first made of the date of the special meeting. For
purposes of this Section 13 and Section 14, "public announcement" shall include
disclosure in a press release reported by the Dow Jones News Service, Associated
Press or a 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 Securities Exchange Act of 1934, as amended (the
"Exchange Act").
 
            To be in proper written form, a stockholder's notice to the
Secretary must set forth (a) as to each person whom the stockholder proposes to
nominate for election as a director (i) the name, age, business address and
residence address of the person, (ii) the principal occupation or employment of
the person, (iii) the class or series and number of shares of capital stock of
the Corporation which are owned beneficially or of record by the person and (iv)
any other information relating to the person that would be required to be
disclosed in a proxy
 
                                      - 5 -
<Page>
 
statement or other filings required to be made in connection with solicitations
of proxies for election of directors pursuant to Section 14 of the Exchange Act,
and the rules and regulations promulgated thereunder; and (b) as to the
stockholder giving the notice (i) the name and record address of such
stockholder, (ii) the class or series and number of shares of capital stock of
the Corporation which are owned beneficially or of record by such stockholder,
(iii) a description of all arrangements or understandings between such
stockholder and each proposed nominee and any other person or persons (including
their names) pursuant to which the nomination(s) are to be made by such
stockholder, (iv) a representation that such stockholder intends to appear in
person or by proxy at the meeting to nominate the persons named in its notice
and (v) any other information relating to such stockholder that would be
required to be disclosed in a proxy statement or other filings required to be
made in connection with solicitations of proxies for election of directors
pursuant to Section 14 of the Exchange Act and the rules and regulations
promulgated thereunder. Such notice must be accompanied by a written consent of
each proposed nominee to be named as a nominee and to serve as a director if
elected. The Corporation may require any proposed nominee to furnish such other
information (which may include meeting to discuss the information) as may
reasonably be required by the Corporation to determine the eligibility of such
proposed nominee to serve as a director of the Corporation.
 
            No person shall be eligible for election as a director of the
Corporation unless nominated in accordance with the procedures set forth in this
Section 13. If the Chairman of the meeting determines that a nomination was not
made in accordance with the foregoing procedures, the Chairman shall declare to
the meeting that the nomination was defective and such defective nomination
shall be disregarded.
 
SECTION 14. ADVANCE NOTICE PROVISIONS FOR BUSINESS TO BE TRANSACTED AT ANNUAL
MEETING. No business may be transacted at annual meeting of stockholders, other
than business that is either (a) specified in the notice of meeting (or any
supplement or amendment thereto) given by or at the direction of the Board of
Directors (or any duly authorized committee thereof), (b) otherwise properly
brought before the annual meeting by or at the direction of the Board of
Directors (or any duly authorized committee thereof) or (c) otherwise properly
brought before the annual meeting by any stockholder of the Corporation (i) who
is a stockholder of record on the date of the giving of the notice provided for
in this Section 14 and on the record date for the determination of stockholders
entitled to vote at such annual meeting and (ii) who complies with the notice
procedures set forth in this Section 14.
 
            In addition to any other applicable requirements, for business to be
properly brought before an annual meeting by a stockholder, such stockholder
must have given timely notice thereof in proper written form to the Secretary of
the Corporation.
 
            To be timely, a stockholder's notice to the Secretary must be
delivered to or mailed and received at the principal executive offices of the
Corporation not less than 45 or more than 75 days prior to the first anniversary
of the date on which the Corporation first mailed its proxy materials for the
preceding year's annual meeting of stockholders; provided, however, that if the
date of the annual meeting is advanced more than 30 days prior to or delayed by
more than 30 days after the anniversary of the preceding year's annual meeting,
to be timely, notice by the stockholder must be so delivered not later than the
close of business on the later of the 90th day prior to such annual meeting or
the 10th day following the day on which public announcement of the date of such
meeting is first made.
 
            To be in proper written form, a stockholder's notice to the
Secretary must set forth as to each matter such stockholder proposes to bring
before the annual meeting (i) a brief description of the business desired to be
brought before the annual meeting and the reasons for conducting such business
at the annual meeting, (ii) the name and record address of such stockholder,
(iii)
 
                                      - 6 -
<Page>
 
the class or series and number of shares of capital stock of the Corporation
which are owned beneficially or of record by such stockholder, (iv) a
description of all arrangements or understandings between such stockholder and
any other person or persons (including their names) in connection with the
proposal of such business by such stockholder and any material interest of such
stockholder in such business and (v) a representation that such stockholder
intends to appear in person or by proxy at the annual meeting to bring such
business before the meeting.
 
            No business shall be conducted at the annual meeting of stockholders
except business brought before the annual meeting in accordance with the
procedures set forth in this Section 14. If the Chairman of an annual meeting
determines that business was not properly brought before the annual meeting in
accordance with the foregoing procedures, the Chairman shall declare to the
meeting that the business was not properly brought before the meeting and such
business shall not be transacted.
 
                                   ARTICLE III
 
                               Board of Directors
 
SECTION 1.  GENERAL POWERS. The business and affairs of the Corporation shall be
managed by or under the direction of the Board of Directors. The Board of
Directors may exercise all such authority and powers of the Corporation and do
all such lawful acts and things as are not by statute or the Certificate of
Incorporation directed or required to be exercised or done by the stockholders.
 
SECTION 2.  PLACE OF MEETINGS. Meetings of the Board of Directors shall be held
at such place or places, within or without the State of Delaware, as the Board
of Directors may from time to time determine or as shall be specified in the
notice of any such meeting.
 
SECTION 3.  ANNUAL MEETING. The Board of Directors shall meet for the purpose of
organization, the election of officers and the transaction of other business, as
soon as practicable after each annual meeting of stockholders, on the same day
and at the same place where such annual meeting shall be held. Notice of such
meeting need not be given. In the event such annual meeting is not so held, the
annual meeting of the Board of Directors may be held at such other time or place
(within or without the State of Delaware) as shall be specified in a notice
thereof given as hereinafter provided in Section 6 of this Article III.
 
SECTION 4.  REGULAR MEETINGS. Regular meetings of the Board of Directors shall
be held at such place or places, on such date or dates, and at such time or
times as shall have been established by the Board of Directors and publicized
among all directors. A notice of each regular meeting shall not be required.
 
SECTION 5.  SPECIAL MEETINGS. Special meetings of the Board of Directors may be
called by the Chairman of the Board, if one shall have been elected, or by two
or more directors of the Corporation or by the President or Chief Executive
Officer.
 
SECTION 6.  NOTICE OF MEETINGS. Notice of each special meeting of the Board of
Directors (and of each regular meeting for which notice shall be required) shall
be given by the Secretary as hereinafter provided in this Section 6, in which
notice shall be stated the time and place of the meeting. Except as otherwise
required by these By-Laws, such notice need not state the purposes of such
meeting. Notice of each such meeting shall be mailed, postage prepaid, to each
director, addressed to him at his residence or usual place of business, by first
class mail, at least two days before the day on which such meeting is to be
held, or shall be sent addressed to him at
 
                                      - 7 -
<Page>
 
such place by telegraph, cable, telex, telecopier or other similar means, or be
delivered to him personally or be given to him by telephone or other similar
means, at least twenty-four hours before the time at which such meeting is to be
held, or on such shorter notice as the person or persons calling such meeting
may deem necessary or appropriate. Notice of any such meeting need not be given
to any director who shall, either before or after the meeting, submit a signed
waiver of notice or who shall attend such meeting, except when he shall attend
for the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened.
 
SECTION 7.  QUORUM AND MANNER OF ACTING. A majority of the entire Board of
Directors shall constitute a quorum for the transaction of business at any
meeting of the Board of Directors, and, except as otherwise expressly required
by statute or the Certificate of Incorporation or these By-Laws, the act of a
majority of the directors present at any meeting at which a quorum is present
shall be the act of the Board of Directors. In the absence of a quorum at any
meeting of the Board of Directors, a majority of the directors present thereat
may adjourn such meeting to another time and place. Notice of the time and place
of any such adjourned meeting shall be given to all of the directors unless such
time and place were announced at the meeting at which the adjournment was taken,
in which case such notice shall only be given to the directors who were not
present thereat. At any adjourned meeting at which a quorum is present, any
business may be transacted which might have been transacted at the meeting as
originally called. The directors shall act only as a Board and the individual
directors shall have no power as such.
 
SECTION 8.  ORGANIZATION. At each meeting of the Board of Directors, the
Chairman of the Board, if one shall have been elected, or, in the absence of the
Chairman of the Board or if one shall not have been elected, the Chief Executive
Officer (or, in his absence, another director chosen by a majority of the
directors present) shall act as chairman of the meeting and preside thereat. The
Secretary or, in his absence, any person appointed by the chairman shall act as
secretary of the meeting and keep the minutes thereof.
 
SECTION 9.  RESIGNATIONS. Any director of the Corporation may resign at any time
by giving notice of his resignation in writing or by electronic transmission to
the Corporation. Any such resignation shall take effect at the time specified
therein or, if the time when it shall become effective shall not be specified
therein, immediately upon its receipt. Unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.
 
SECTION 10. NEWLY-CREATED DIRECTORSHIPS AND VACANCIES. Subject to the rights of
the holders of any series of preferred stock then outstanding, newly created
directorships resulting from any increase in the number of directors or any
vacancies in the Board of Directors resulting from death, resignation,
retirement, disqualification, removal from office or any other cause shall,
unless otherwise provided by law or by resolution of the Board of Directors, be
filled only by a majority vote of the directors then in office, even if less
than a quorum is then in office, or by the sole remaining director, and shall
not be filled by stockholders. Directors elected to fill a newly created
directorship or other vacancies shall hold office for the remainder of the full
term of the class of directors in which the new directorship was created or the
vacancy occurred and until such director's successor has been elected and has
qualified.
 
SECTION 11. REMOVAL OF DIRECTORS. The directors or any director may be removed
from office only for cause at a meeting called for that purpose by the
affirmative vote of the holders of at least a majority of the voting power of
all issued and outstanding shares of capital stock of the Corporation entitled
to vote generally in the election of directors, voting together as a single
class.
 
                                      - 8 -
<Page>
 
SECTION 12. COMPENSATION. The Board of Directors shall have authority to fix the
compensation, including fees and reimbursement of expenses, of directors for
services to the Corporation in any capacity.
 
SECTION 13. COMMITTEES. The Board of Directors may, by resolution passed by a
majority of the entire Board of Directors, designate one or more committees,
including an executive committee, each committee to consist of one or more of
the directors of the Corporation. The Board of Directors may designate one or
more directors as alternate members of any committee, who may replace any absent
or disqualified member at any meeting of the committee. In addition, in the
absence or disqualification of a member of a committee, the member or members
thereof present at any meeting and not disqualified from voting, whether or not
he 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.
 
            Except to the extent restricted by statute or the Certificate of
Incorporation, each such committee, to the extent provided in the resolution
creating it, shall have and may exercise all the powers and authority of the
Board of Directors and may authorize the seal of the Corporation to be affixed
to all papers which require it. Each such committee shall serve at the pleasure
of the Board of Directors and have such name as may be determined from time to
time by resolution adopted by the Board of Directors. Each committee shall keep
regular minutes of its meetings and report the same to the Board of Directors.
 
SECTION 14. CONDUCT OF BUSINESS. Each committee may determine the procedural
rules for meeting and conducting its business and shall act in accordance
therewith, except as otherwise provided herein or required by law. Adequate
provision shall be made for notice to members of all meetings; one-third (1/3)
of the members shall constitute a quorum unless the committee shall consist of
one (1) or two (2) members, in which event one (1) member shall constitute a
quorum; and all matters shall be determined by a majority vote of the members
present. Action may be taken by any committee without a meeting if all members
thereof consent thereto in writing or by electronic transmission, and the
writing or writings or electronic transmission or transmissions are filed with
the minutes of the proceedings of such committee. 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 15. ACTION BY CONSENT. Unless restricted by the Certificate of
Incorporation, any action required or permitted to be taken by the Board of
Directors or any committee thereof may be taken without a meeting if all members
of the Board of Directors or such committee, as the case may be, consent thereto
in writing or by electronic transmission, and the writing or writings or
electronic transmission or transmissions are filed with the minutes of the
proceedings of the Board of Directors or such committee, as the case may be.
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 16. TELEPHONIC MEETING. Unless restricted by the Certificate of
Incorporation, any one or more members of the Board of Directors or any
committee thereof may participate in a meeting of the Board of Directors or 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.
Participation by such means shall constitute presence in person at a meeting.
 
                                      - 9 -
<Page>
 
                                   ARTICLE IV
 
                                    Officers
 
SECTION 1.  NUMBER AND QUALIFICATIONS. The officers of the Corporation shall be
elected by the Board of Directors and shall include a Chief Executive Officer,
President, one or more Vice-Presidents, the Secretary and the Treasurer. If the
Board of Directors wishes, it may also elect as an officer of the Corporation a
Chairman of the Board (who must be a director) and may elect other officers
(including one or more Assistant Treasurers and one or more Assistant
Secretaries) as may be necessary or desirable for the business of the
Corporation. Any two or more offices may be held by the same person, and no
officer except the Chairman of the Board need be a director. Each officer shall
hold office until his successor shall have been duly elected and shall have
qualified, or until his death, or until he shall have resigned or have been
removed, as hereinafter provided in these By-Laws.
 
SECTION 2.  RESIGNATIONS. Any officer of the Corporation may resign at any time
by giving written notice of his resignation to the Corporation. Any such
resignation shall take effect at the time specified therein or, if the time when
it shall become effective shall not be specified therein, immediately upon
receipt. Unless otherwise specified therein, the acceptance of any such
resignation shall not be necessary to make it effective.
 
SECTION 3.  REMOVAL. Any officer of the Corporation may be removed, either with
or without cause, at any time, by the Board of Directors at any meeting thereof.
 
SECTION 4.  CHAIRMAN OF THE BOARD. The Chairman of the Board, if one shall have
been elected, shall be a member of the Board, an officer of the Corporation and,
if present, shall preside at each meeting of the Board of Directors or the
stockholders. He shall advise and counsel with the Chief Executive Officer, and
in his absence with other executives of the Corporation, and shall perform such
other duties as may from time to time be assigned to him by the Board of
Directors.
 
SECTION 5.  THE CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall be
the chief executive officer of the Corporation. Subject to the provisions of
these By-laws and to the direction of the Board of Directors, he or she shall
have the responsibility for the general management and control of the business
and affairs of the Corporation and shall perform all duties and have all powers
which are commonly incident to the office of chief executive or which are
delegated to him or her by the Board of Directors. He or she shall have power to
sign all stock certificates, contracts and other instruments of the Corporation
which are authorized and shall have general supervision and direction of all of
the other officers, employees and agents of the Corporation. He shall, in the
absence of the Chairman of the Board or if a Chairman of the Board shall not
have been elected, preside at each meeting of the Board of Directors or the
stockholders.
 
SECTION 6.  VICE-PRESIDENT. Each Vice-President shall perform all such duties as
from time to time may be assigned to him by the Board of Directors or the Chief
Executive Officer. At the request of the Chief Executive Officer or in his
absence or in the event of his inability or refusal to act, the Vice-President,
or if there shall be more than one, the Vice-Presidents in the order determined
by the Board of Directors (or if there be no such determination, then the
Vice-Presidents in the order of their election), shall perform the duties of the
President, and, when so acting, shall have the powers of and be subject to the
restrictions placed upon the President in respect of the performance of such
duties.
 
                                     - 10 -
<Page>
 
SECTION 7.  TREASURER. The Treasurer shall have the responsibility for
maintaining the financial records of the Corporation. He or she shall make such
disbursements of the funds of the Corporation as are authorized and shall render
from time to time an account of all such transactions and of the financial
condition of the Corporation. The Treasurer shall also perform such other duties
as the Board of Directors may from time to time prescribe.
 
SECTION 8.  SECRETARY. The Secretary shall issue all authorized notices for, and
shall keep minutes of, all meetings of the stockholders and the Board of
Directors. He or she shall have charge of the corporate books and shall perform
such other duties as the Board of Directors may from time to time prescribe.
 
SECTION 9.  OFFICERS' BONDS OR OTHER SECURITY. If required by the Board of
Directors, any officer of the Corporation shall give a bond or other security
for the faithful performance of his duties, in such amount and with such surety
as the Board of Directors may require.
 
SECTION 10. COMPENSATION. The compensation of the officers of the Corporation
for their services as such officers shall be fixed from time to time by the
Board of Directors. An officer of the Corporation shall not be prevented from
receiving compensation by reason of the fact that he is also a director of the
Corporation.
 
                                    ARTICLE V
 
                      Stock Certificates and Their Transfer
 
SECTION 1.  STOCK CERTIFICATES. Every holder of stock in the Corporation shall
be entitled to have a certificate, signed by, or in the name of the Corporation
by, the Chairman of the Board, Chief Executive Officer or the President or a
Vice-President and by the Treasurer or an Assistant Treasurer or the Secretary
or an Assistant Secretary of the Corporation, certifying the number of shares
owned by him in the Corporation. If the Corporation shall be authorized to issue
more than one class of stock or more than one series of any class, the
designations, preferences and relative, participating, optional or other special
rights of each class of stock or series thereof and the qualifications,
limitations or restriction of such preferences and/or rights shall be set forth
in full or summarized on the face or back of the certificate which the
Corporation shall issue to represent such class or series of stock, provided
that, except as otherwise provided in Section 202 of the Delaware General
Corporation Law, in lieu of the foregoing requirements, there may be set forth
on the face or back of the certificate which the Corporation shall issue to
represent such class or series of stock, a statement that the Corporation will
furnish without charge to each stockholder who so requests the designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights.
 
SECTION 2.  FACSIMILE SIGNATURES. Any or all of the signatures on a certificate
may be a facsimile. In case any officer, transfer agent or registrar who has
signed or whose facsimile 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 were such officer, transfer agent or registrar at the date of issue.
 
SECTION 3.  LOST CERTIFICATES. The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been lost,
stolen, or destroyed. When authorizing such issue of a new certificate or
certificates, the Board of Directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen, or
destroyed certificate or certificates, or his legal representative, to give the
Corporation a bond in such sum as it may
 
                                     - 11 -
<Page>
 
direct sufficient to indemnify it against any claim that may be made against the
Corporation on account of the alleged loss, theft or destruction of any such
certificate or the issuance of such new certificate.
 
SECTION 4.  TRANSFERS OF STOCK. Upon surrender to the Corporation or the
transfer agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the Corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its records; provided, however, that the Corporation shall be
entitled to recognize and enforce any lawful restriction on transfer. Whenever
any transfer of stock shall be made for collateral security, and not absolutely,
it shall be so expressed in the entry of transfer if, when the certificates are
presented to the Corporation for transfer, both the transferor and the
transferee request the Corporation to do so.
 
SECTION 5.  TRANSFER AGENTS AND REGISTRARS. The Board of Directors may appoint,
or authorize any officer or officers to appoint, one or more transfer agents and
one or more registrars.
 
SECTION 6.  REGULATIONS. The Board of Directors may make such additional rules
and regulations, not inconsistent with these By-Laws, as it may deem expedient
concerning the issue, transfer, conversion and registration of certificates for
shares of stock of the Corporation.
 
SECTION 7.  FIXING THE RECORD DATE. In order that the Corporation may determine
the stockholders entitled to notice of or to vote at any meeting of stockholders
or any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the Board of Directors may fix, in advance, a record date,
which shall not be more than sixty nor less than ten days before the date of
such meeting, nor more than sixty days prior to any other action; provided,
however, that if no record date is fixed by the Board of Directors, the record
date for determining stockholders entitled to notice of or to vote at a meeting
of stockholders shall be at the close of business on the day next preceding the
day on which notice is given or, if notice is waived, at the close of business
on the day next preceding the day on which the meeting is held, and, for
determining stockholders entitled to receive payment of any dividend or other
distribution or allotment of rights or to exercise any rights of change,
conversion or exchange of stock or for any other purpose, the record date shall
be at the close of business on the day on which the Board of Directors adopts a
resolution relating thereto.
 
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 consent
to corporate action without a meeting including by telegram, cablegram or other
electronic transmission as permitted by law, the Board of Directors may fix a
record date, which shall not precede the date upon which the resolution fixing
the record date is adopted by the Board of Directors, and which record date
shall be not more than ten (10) days after the date upon which the resolution
fixing the record date is adopted. If no record date has been fixed by the Board
of Directors and no prior action by the Board of Directors is required by the
Delaware General Corporation Law, the record date shall be the first date on
which a signed written consent setting forth the action taken or proposed to be
taken is delivered to the Corporation in the manner prescribed by Article II,
Section 11 hereof. If no record date has been fixed by the Board of Directors
and prior action by the Board of Directors is required by the Delaware General
Corporation Law with respect to the
 
                                     - 12 -
<Page>
 
proposed action by written consent of the stockholders, the record date for
determining stockholders entitled to consent to corporate action in writing
shall be at the close of business on the day on which the Board of Directors
adopts the resolution taking such prior action.
 
SECTION 8.  REGISTERED STOCKHOLDERS. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its records as the owner
of shares of stock to receive dividends and to vote as such owner, and shall not
be bound to recognize any equitable or other claim to or interest in such share
or shares of stock on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.
 
                                   ARTICLE VI
 
                    Indemnification of Directors and Officers
 
SECTION 1.  GENERAL. The Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation) (a
"Proceeding") by reason of the fact that such person (an "Indemnitee") is or was
a director, officer, employee or agent of the Corporation, or is or was serving
at the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines, excise taxes
assessed on the Indemnitee with respect to any employee benefit plan and amounts
paid in settlement actually and reasonably incurred by such Indemnitee in
connection with such Proceeding (collectively, "Losses") if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any 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 Indemnitee did not act in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal Proceeding, had reasonable cause
to believe that his conduct was unlawful.
 
SECTION 2.  DERIVATIVE ACTIONS. The Corporation shall indemnify any person who
was or is a party or is threatened to be made a party to any Proceeding by or in
the right of the Corporation to procure a judgment in its favor by reason of the
fact that such person (also an "Indemnitee") is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against Losses actually
and reasonably incurred by such Indemnitee in connection with the defense or
settlement of such Proceeding if such Indemnitee acted in good faith and in a
manner such Indemnitee reasonably believed to be in or not opposed to the best
interests of the Corporation, provided that no indemnification shall be made in
respect of any claim, issue or matter as to which such Indemnitee shall have
been adjudged to be liable to the Corporation unless and only to the extent that
the Court of Chancery of the State of Delaware or the court in which such action
or suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses which
the Court of Chancery or such other court shall deem proper.
 
SECTION 3.  INDEMNIFICATION IN CERTAIN CASES. To the extent that an Indemnitee
has been successful on the merits or otherwise in defense of any Proceeding
referred to in Sections 1 or 2 of this Article VI, or in defense of any claim,
issue or matter therein, he shall be indemnified
 
                                     - 13 -
<Page>
 
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection therewith.
 
SECTION 4.  PROCEDURE. Any indemnification under Sections 1 or 2 of this Article
VI (unless ordered by a court) shall be made by the Corporation only as
authorized in the specific case upon a determination that indemnification of the
Indemnitee is proper in the circumstances because he has met the applicable
standard of conduct set forth in such Sections 1 and 2. Such determination shall
be made, with respect to a person who is a director or officer at the time of
such determination, (a) by a majority vote of the directors who are not parties
to such action, suit or proceeding, even though less than a quorum, or (b) by a
committee of such directors designated by majority vote of such directors, even
though less than a quorum, or (c) if there are no such directors, or if such
directors so direct, by independent legal counsel in a written opinion, or (d)
by the stockholders. The entitlement of the Indemnitee to indemnification shall
be determined with respect to any person who is not a director or officer at the
time of such determination by any means reasonably determined by the
Corporation.
 
SECTION 5.  ADVANCES FOR EXPENSES. Expenses incurred in defending a Proceeding
may be paid by the Corporation in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking by or on behalf of the
Indemnitee to repay such amount if it shall be ultimately determined that such
Indemnitee is not entitled to be indemnified by the Corporation as authorized in
this Article VI. 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.
 
SECTION 6.  RIGHTS NOT-EXCLUSIVE. The indemnification and advancement of
expenses provided by, or granted pursuant to, the other subsections of this
Article VI shall not be deemed exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled under any
law, by-law, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office.
 
SECTION 7.  INSURANCE. The Corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such, whether or not the Corporation would have the power to indemnify him
against such liability under the provisions of this Article VI.
 
SECTION 8.  DEFINITION OF CORPORATION. For the purposes of this Article VI,
references to "the Corporation" include all constituent corporations absorbed in
a consolidation or merger as well as the resulting or surviving corporation so
that any person who is or was a director, officer, employee or agent of such a
constituent corporation or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise shall stand in the same
position under the provisions of this Article VI with respect to the resulting
or surviving corporation as he would if he had served the resulting or surviving
corporation in the same capacity.
 
SECTION 9.  ADDITIONAL DEFINITIONS. For the purpose of this Article VI,
references to "other enterprises" include employee benefit plans, references to
"fines" include any excise taxes assessed on a person with respect to any
employee benefit plan, and references to "serving at the request of the
Corporation" include any service as a director, officer, employee or agent of
the Corporation which imposes duties on, or involves services by, such director,
officer, employee,
 
                                     - 14 -
<Page>
 
or agent with respect to an employee benefit plan, its participants or
beneficiaries. A person who acted in good faith and in a manner such person
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan will be deemed to have acted in a manner "not
opposed to the best interests of the Corporation" as referred to in this Article
VI.
 
SECTION 10. SURVIVAL OF RIGHTS. The indemnification and advancement of expenses
provided by, or granted pursuant to this Article VI 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. No amendment, alteration, rescission or replacement of these By-Laws or
any provision hereof shall be effective as to such person with respect to any
action taken or omitted by such person in his position with the Corporation or
any other entity which such person is or was serving at the request of the
Corporation prior to such amendment, alteration, rescission or replacement.
 
SECTION 11. SAVINGS CLAUSE. 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 person entitled to indemnification
under the first paragraph of this Article VI as to all losses actually and
reasonably incurred or suffered by such person and for which indemnification is
available to such person pursuant to this Article VI to the full extent
permitted by any applicable portion of this Article VI that shall not have been
invalidated and to the full extent permitted by applicable law.
 
 
                                   ARTICLE VII
 
                               General Provisions
 
SECTION 1.  DIVIDENDS. Subject to the provisions of statute and the Certificate
of Incorporation, dividends upon the shares of capital stock of the Corporation
may be declared by the Board of Directors at any regular or special meeting.
Dividends may be paid in cash, in property or in shares of stock of the
Corporation, unless otherwise provided by statute or the Certificate of
Incorporation.
 
SECTION 2.  RESERVES. Before payment of any dividend, there may be set aside out
of any funds of the Corporation available for dividends such sum or sums as the
Board of Directors may, from time to time, in its absolute discretion, think
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 may think conducive to the
interests of the Corporation. The Board of Directors may modify or abolish any
such reserves in the manner in which it was created.
 
SECTION 3.  SEAL. The seal of the Corporation shall be in such form as shall be
approved by the Board of Directors.
 
SECTION 4.  FISCAL YEAR. The fiscal year of the Corporation shall be fixed, and
once fixed, may thereafter be changed, by resolution of the Board of Directors.
 
SECTION 5.  CHECKS, NOTES, DRAFTS, ETC. All checks, notes, drafts or other
orders for the payment of money of the Corporation shall be signed, endorsed or
accepted in the name of the Corporation by such officer, officers, person or
persons as from time to time may be designated by the Board of Directors or by
an officer or officers authorized by the Board of Directors to make such
designation.
 
                                     - 15 -
<Page>
 
SECTION 6.  EXECUTION OF CONTRACTS, DEEDS, ETC. The Board of Directors may
authorize any officer or officers, agent or agents, in the name and on behalf of
the Corporation to enter into or execute and deliver any and all deeds, bonds,
mortgages, contracts and other obligations or instruments, and such authority
may be general or confined to specific instances.
 
SECTION 7.  VOTING OF STOCK IN OTHER CORPORATIONS. The Chairman of the Board, or
the Chief Executive Officer or any Vice President or any other office authorized
by the Board of Directors, from time to time, may (or may appoint one or more
attorneys or agents to) cast the votes which the Corporation may be entitled to
cast as a shareholder or otherwise in any other corporation, any of whose shares
or securities may be held by the Corporation, at meetings of the holders of the
shares or other securities of such other corporation. In the event one or more
attorneys or agents are appointed, such officers may instruct the person or
persons so appointed as to the manner of casting such votes or giving such
consent. Such officers may, or may instruct the attorneys or agents appointed
to, execute or cause to be executed in the name and on behalf of the Corporation
and under its seal or otherwise, such written proxies, consents, waivers or
other instruments as may be necessary or proper in the circumstances.
 
SECTION 8.  FACSIMILE SIGNATURES. In addition to the provisions for use of
facsimile signatures elsewhere specifically authorized in these By-laws,
facsimile signatures of any officer or officers of the Corporation may be used
whenever and as authorized by the Board of Directors or a committee thereof.
 
SECTION 9.  RELIANCE UPON BOOKS, REPORTS AND RECORDS. Each director, each member
of any committee designated by the Board of Directors, and each officer of the
Corporation shall, in the performance of his or her duties, be fully protected
in relying in good faith upon the books of account or other 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 so designated, or by any other person as to matters which
such director or committee 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.
 
SECTION 10. TIME PERIODS. In applying any provision of these By-laws which
requires that an act be done or not be done a specified number of days prior to
an event or that an act be done during a period of a specified number of days
prior to an event, calendar days shall be used, the day of the doing of the act
shall be excluded, and the day of the event shall be included.
 
                                  ARTICLE VIII
 
                                   Amendments
 
These By-Laws may be amended or repealed or new by-laws adopted (a) by action of
the stockholders entitled to vote thereon at any annual or special meeting of
stockholders or (b) if the Certificate of Incorporation so provides, by action
of the Board of Directors at a regular or special meeting thereof. Any by-law
made by the Board of Directors may be amended or repealed by action of the
stockholders at any annual or special meeting of stockholders.
 
                                     - 16 -