PHARMION CORPORATION
 
                         Incorporated Under the Laws of
 
                              the State of Delaware
 
                       FOURTH AMENDED AND RESTATED BY-LAWS
                       -----------------------------------
 
                                   ARTICLE I.
                                    OFFICES.
 
     The registered office of Pharmion Corporation (the "Corporation") in
Delaware shall be at 1209 Orange Street in the City of Wilmington, County of New
Castle, in the State of Delaware, and The Corporation Trust Company shall be the
resident agent of this Corporation in charge thereof. The Corporation may also
have such other offices at such other places, within or without the State of
Delaware, as the Board of Directors may from time to time designate or the
business of the Corporation may require.
 
                                  ARTICLE II.
                                  STOCKHOLDERS.
 
     SECTION 2.1. Annual Meeting. The annual meeting of stockholders for the
election of directors and the transaction of any other business shall be held on
the date designated, from time to time, by the Board of Directors, in such city
and state and at such time and place as may be designated by the Board of
Directors, and set forth in the notice of such meeting. If said day be a legal
holiday, said meeting shall be held on the next succeeding business day. At the
annual meeting any business may be transacted and any corporate action may be
taken, whether stated in the notice of meeting or not, except as otherwise
expressly provided by statute or the Corporation's Certificate of Incorporation
(the "Certificate"). Except as otherwise permitted by law, no stockholder of the
Corporation shall require the Board of Directors to call an annual meeting of
stockholders of the Corporation.
 
     SECTION 2.2. Special Meeting. A special meeting of the stockholders may be
called, and business to be considered at any such meeting may be proposed, at
any time exclusively by the Chairman of the Board of Directors, the Chief
Executive Officer or a majority of the members of the Board of Directors, and no
stockholder of the Corporation shall require the Board of Directors to call a
special meeting of stockholders or to propose business at a special meeting of
stockholders. A special meeting shall be held on such date and at such time as
shall be designated by the Board of Directors and stated in the notice of the
meeting or in a duly executed waiver of notice of such meeting. Only such
business shall be transacted at a special meeting as may be stated or indicated
in the notice of such meeting or in a duly executed waiver of notice of such
meeting.
 
     SECTION 2.3. Place of Meetings. An annual meeting of stockholders may be
held at any place within or without the State of Delaware designated by the
Board of Directors. A special meeting of stockholders may be held at any place
within or without the State of Delaware designated in the notice of the meeting
or a duly executed waiver of notice of such meeting.
 
 
<PAGE>
 
Meetings of stockholders shall be held at the principal office of the
Corporation unless another place is designated for meetings in the manner
provided herein.
 
     SECTION 2.4. Notice. Written or printed notice stating the place, day, and
time of each meeting of the stockholders and, in case of a special meeting, the
purpose or purposes for which the meeting is called shall be delivered not less
than ten (10) nor more than sixty (60) days before the date of the meeting,
either personally or by mail, by or at the direction of the Chief Executive
Officer, the Secretary, or the officer or person(s) calling the meeting, to each
stockholder of record entitled to vote at such meeting. If such notice is to be
sent by mail, it shall be directed to each stockholder at his address as it
appears on the records of the Corporation, unless he shall have filed with the
Secretary of the Corporation a written request that notices to him be mailed to
some other address, in which case it shall be directed to him at such other
address. Notice of any meeting of stockholders shall not be required to be given
to any stockholder who shall attend such meeting in person or by proxy and shall
not, at the beginning of such meeting, object to the transaction of any business
because the meeting is not lawfully called or convened, or who shall, either
before or after the meeting, submit a signed waiver of notice, in person or by
proxy.
 
     SECTION 2.5. Notice of Stockholder Business at Annual Meeting. (a) At an
annual meeting of the stockholders, only such business shall be conducted as
shall have been brought before the meeting (i) pursuant to the Corporation's
notice of meeting, (ii) by or at the direction of a majority of the members of
the Board of Directors, or (iii) by any stockholder of the Corporation who is a
stockholder of record at the time of giving of notice provided for in paragraph
(b) of this Section 2.5, who shall be entitled to vote at such meeting, and who
complies with the notice procedures set forth in paragraph (b) of this Section
2.5.
 
     (b) For business to be properly brought before an annual meeting by a
stockholder pursuant to clause (iii) of paragraph (a) of this Section 2.5, the
stockholder must have given timely notice thereof in writing to the Secretary of
the Corporation at the Corporation's principal place of business. To be timely,
a stockholder's notice must be delivered to or mailed and received at the
principal executive offices of the Corporation not less than ninety (90) days
nor more than one hundred twenty (120) days prior to the first anniversary of
the preceding year's annual meeting; provided, however, that in the event that
the date of the meeting is changed by more than thirty (30) days from such
anniversary date, notice by the stockholder to be timely must be received no
later than the close of business on the tenth (10th) day following the earlier
of the day on which notice of the date of the meeting was mailed or public
disclosure of the meeting date was made. A stockholder's notice to the Secretary
with respect to business to be brought at an annual meeting shall set forth (1)
the nature of the proposed business with reasonable particularity, including the
exact text of any proposal to be presented for adoption, and the reasons for
conducting that business at the annual meeting, (2) with respect to each such
stockholder, that stockholder's name and address (as they appear on the records
of the Corporation), business address and telephone number, residence address
and telephone number, and the number of shares of each class of capital stock of
the Corporation beneficially owned by that stockholder, (3) any material
interest of the stockholder in the proposed business, (4) 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 (5) a representation that such stockholder
 
                                     - 2 -
<PAGE>
 
intends to appear in person or by proxy at the annual meeting to bring such
business before the meeting.
 
     (c) Notwithstanding anything in these Bylaws to the contrary, no business
shall be conducted at an annual meeting except in accordance with the procedures
set forth in this Section 2.5. The chairman of an annual meeting shall, if the
facts warrant, determine and declare to the meeting that business was not
properly brought before the meeting and in accordance with the procedures
prescribed by these Bylaws, and if he should so determine, he shall so declare
to the meeting and any such business not properly brought before the meeting
shall not be transacted. Nothing in this Section 2.5 shall relieve a stockholder
who proposes to conduct business at an annual meeting from complying with all
applicable requirements, if any, of the Securities Exchange Act of 1934 (the
"Exchange Act"), and the rules and regulations thereunder.
 
     SECTION 2.6. Quorum. Any number of stockholders, together holding at least
a majority of the capital stock of the Corporation issued and outstanding and
entitled to vote, who shall be present in person or represented by proxy at any
meeting duly called, shall constitute a quorum for the transaction of all
business, except as otherwise provided by law, by the Certificate of
Incorporation or by these By-laws.
 
     SECTION 2.7. Voting List. The Secretary shall prepare and make, at least
ten days before every election of directors, a complete list of the stockholders
entitled to vote, arranged in alphabetical order and showing the address of each
stockholder and the number of shares of each stockholder. Such list shall be
open at the place where the election is to be held for said ten days, to the
examination of any stockholder, and shall be produced and kept at the time and
place of election during the whole time thereof, and subject to the inspection
of any stockholder who may be present.
 
     SECTION 2.8. Voting. Each stockholder entitled to vote at any meeting may
vote either in person or by proxy, but no proxy shall be voted on or after three
years from its date, unless said proxy provides for a longer period. Each
stockholder entitled to vote shall at every meeting of the stockholders be
entitled to one vote for each share of stock registered in his name on the
record of stockholders. At all meetings of stockholders all matters, except as
otherwise provided by statute or the Certificate, shall be determined by the
affirmative vote of the majority of shares present in person or by proxy and
entitled to vote on the subject matter. Voting at meetings of stockholders need
not be by written ballot.
 
     SECTION 2.9. Required Vote; Withdrawal of Quorum. When a quorum is present
at any meeting, the vote of the holders of at least a majority of the
outstanding shares entitled to vote who are present, in person or by proxy,
shall decide any question brought before such meeting, unless the question is
one on which, by law, the Certificate, or these Bylaws, a different vote is
required, in which case such express provision shall govern and control the
decision of such question. The stockholders present at a duly constituted
meeting may continue to transact business until adjournment, notwithstanding the
withdrawal of enough stockholders to leave less than a quorum.
 
                                     - 3 -
<PAGE>
 
     SECTION 2.10. Adjournment of Meetings. If less than a quorum shall attend
at the time for which a meeting shall have been called, the meeting may adjourn
from time to time by a majority vote of the stockholders present or represented
by proxy and entitled to vote without notice other than by announcement at the
meeting until a quorum shall attend. Any meeting at which a quorum is present
may also be adjourned in like manner and for such time or upon such call as may
be determined by a majority vote of the stockholders present or represented by
proxy and entitled to vote. It shall not be necessary to notify any stockholder
of any adjournment of less than 30 days if the time and place of the adjourned
meeting are announced at the meeting at which adjournment is taken, unless after
the adjournment a new record date is fixed for the adjourned meeting. At any
adjourned meeting at which a quorum shall be present, any business may be
transacted and any corporate action may be taken which might have been
transacted at the meeting as originally called.
 
     SECTION 2.11. Order of Business. The order of business at all meetings of
stockholders shall be as determined by the chairman of the meeting.
 
     SECTION 2.12. Record Date of Stockholders. The Board of Directors is
authorized to fix in advance a date not exceeding sixty (60) days nor less than
ten (10) days preceding the date of any meeting of stockholders, or the date for
the payment of any dividend, or the date for the allotment of rights, or the
date when any change or conversion or exchange of capital stock shall go into
effect, or a date in connection with obtaining the consent of stockholders for
any purposes, as a record date for the determination of the stockholders
entitled to notice of, and to vote at, any such meeting, and any adjournment
thereof, or entitled to receive payment of any such dividend, or to any such
allotment of rights, or to exercise the rights in respect of any such change,
conversion or exchange of capital stock, or to give such consent, and, in such
case, such stockholders and only such stockholders as shall be stockholders of
record on the date so fixed shall be entitled to such notice of, and to vote at,
such meeting, and any adjournment thereof, or to receive payment of such
dividend, or to receive such allotment of rights, or to exercise such rights, or
to give such consent, as the case may be, notwithstanding any transfer of any
stock on the books of the Corporation, after such record date fixed as
aforesaid.
 
     SECTION 2.13. Conduct of Meeting. The Chairman of the Board of Directors
or, in his absence the President or any Vice President designated by the
Chairman of the Board, shall preside at all regular or special meetings of
stockholders. To the maximum extent permitted by law, such presiding person
shall have the power to set procedural rules, including but not limited to rules
respecting the time allotted to stockholders to speak, governing all aspects of
the conduct of such meetings.
 
     SECTION 2.14. Inspectors. The Board may, 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 power of each, the number of shares represented at
the meeting, the existence of a quorum, and the validity and effect of proxies
and
 
                                     - 4 -
<PAGE>
 
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 2.15. Certain Rules of Procedure Relating to Stockholder Meetings.
All stockholder meetings, annual or special, shall be governed in accordance
with the following rules:
 
     (a) Only stockholders of record will be permitted to present motions from
the floor at any meeting of stockholders.
 
     (b) The chairman of the meeting shall preside over and conduct the meeting
in a fair and reasonable manner, and all questions of procedure or conduct of
the meeting shall be decided solely by the chairman of the meeting. The chairman
of the meeting shall have all power and authority vested in a presiding officer
by law or practice to conduct an orderly meeting. Among other things, the
chairman of the meeting shall have the power to adjourn or recess the meeting,
to silence or expel persons to ensure the orderly conduct of the meeting, to
declare motions or persons out of order, to prescribe rules of conduct and an
agenda for the meeting, to impose reasonable time limits on questions and
remarks by any stockholder, to limit the number of questions a stockholder may
ask, to limit the nature of questions and comments to one subject matter at a
time as dictated by any agenda for the meeting, to limit the number of speakers
or persons addressing the chairman of the meeting or the meeting, to determine
when the polls shall be closed, to limit the attendance at the meeting to
stockholders of record, beneficial owners of stock who present letters from the
record holders confirming their status as beneficial owners, and the proxies of
such record and beneficial holders, and to limit the number of proxies a
stockholder may name.
 
     SECTION 2.16. Requests For Stockholder List and Corporation Records.
Stockholders shall have those rights afforded under the General Corporation Law
of the State of Delaware (the "DGCL") to inspect a list of stockholders and
other related records and make copies or extracts therefrom. Such request shall
be in writing in compliance with Section 220 of the DGCL. In addition, any
stockholder making such a request must agree that any information so inspected,
copied or extracted by the stockholder shall be kept confidential, that any
copies or extracts of such information shall be returned to the Corporation and
that such information shall only be used for the purpose stated in the request.
Information so requested shall be made available for inspecting, copying or
extracting at the principal executive offices of the Corporation. Each
stockholder desiring a photostatic or other duplicate copies of any of such
information requested shall make arrangements to provide such duplicating or
other equipment necessary in the city where the Corporation's principal
executive offices are located. Alternative arrangements with respect to this
Section 2.16 may be permitted in the discretion of the Chief Executive Officer
of the Corporation or by vote of the Board of Directors.
 
                                     - 5 -
<PAGE>
 
                                  ARTICLE III.
                                   DIRECTORS.
 
     SECTION 3.1. Management. The business and property of the Corporation shall
be managed under the direction of the Board of Directors. Subject to the
restrictions imposed by law, the Certificate, or these Bylaws, the Board of
Directors may exercise all the powers of the Corporation and do all such lawful
acts and things as are not by law or otherwise directed or required to be
exercised or done by the stockholders.
 
     SECTION 3.2. Number; Qualification; Election; Term; Eligibility. Except as
otherwise provided in the Certificate, the number of directors which shall
constitute the entire Board shall from time to time be fixed exclusively by the
Board of Directors by a resolution adopted by a majority of the entire Board
serving at the time of that vote. Except as otherwise required by law, the
Certificate, or these Bylaws, the directors of the Corporation shall be elected
at an annual meeting of stockholders at which a quorum is present by a plurality
of the votes of the shares present in person or represented by proxy and
entitled to vote on the election of directors or a class of directors. Each
director shall, except as hereinafter provided, hold office until the next
election of directors for the class of which the particular director is a member
and until his successor is elected and qualified. None of the directors need be
a stockholder of the Corporation or a resident of the State of Delaware. Each
director must have attained the age of majority.
 
     SECTION 3.3. Nomination of Director Candidates. (a) Nominations of persons
for election to the Board of Directors at a meeting of stockholders may be made
(i) by or at the direction of the Board of Directors or a committee thereof or
(ii) by any stockholder of the Corporation who is a stockholder of record at the
time of giving of notice provided for in this Section 3.3, who shall be entitled
to vote for the election of the director so nominated and who complies with the
notice procedures set forth in this Section 3.3.
 
     (b) Nominations by stockholders shall be made pursuant to timely notice in
writing to the Secretary of the Corporation at the Corporation's principal place
of business. To be timely, a stockholder's notice shall be delivered to or
mailed and received at the principal executive offices of the Corporation (i) in
the case of an annual meeting, not less than ninety (90) days nor more than one
hundred twenty (120) days prior to the first anniversary of the preceding year's
annual meeting; provided, however, that in the event that the date of the annual
meeting is changed by more than thirty (30) days from such anniversary date,
notice by the stockholder to be timely must be so received not later than the
close of business on the tenth (10th) day following the earlier of the date on
which notice of the date of the meeting was mailed or public disclosure of the
meeting date was made, and (ii) in the case of a special meeting at which
directors are to be elected, not later than the close of business on the tenth
(10th) day following the earlier of the day on which notice of the date of the
meeting was mailed or public disclosure of the meeting date was made. Such
notice shall set forth (i) as to each nominee for election as a director, all
information relating to such person that would be required to be disclosed in
solicitations of proxies for election of directors, or that otherwise would be
required, in each case pursuant to Regulation 14A under the Exchange Act
(including such person's written consent to serving as a director if elected
and, if applicable, to being named in the proxy statement as a nominee), and
(ii) if the nomination is submitted by a stockholder of record, (A) the name and
 
                                     - 6 -
 
<PAGE>
 
address, as they appear on the records of the Corporation, of such stockholder
of record and the name and address of the beneficial owner, if different, on
whose behalf the nomination is made, (B) the class and number of shares of the
Corporation which are beneficially owned and owned of record by such stockholder
of record and such beneficial owner, (C) 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 nominations are
to be made by such stockholder, (D) a representation that such stockholder
intends to appear in person or by proxy at the annual meeting to nominate the
persons named in its notice and (E) 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 Regulation 14A under the Exchange Act. At the
request of the Board of Directors, any person nominated by the Board of
Directors for election as a director shall furnish the Secretary of the
Corporation that information required to be set forth in the stockholder's
notice of nomination which pertains to the nominee.
 
     (c) No person shall be eligible to serve as a director of the Corporation
unless nominated in accordance with the procedures set forth in this Section
3.3. The election of any director in violation of this Section 3.3 shall be void
and of no force or effect. The chairman of the meeting shall, if the facts
warrant, determine and declare to the meeting that a nomination was not made in
accordance with the procedures prescribed by these Bylaws, and if he should so
determine, he shall so declare to the meeting and the defective nomination shall
be disregarded. Notwithstanding the foregoing provisions of this Section 3.3, 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 3.3.
 
     SECTION 3.4. Change In Number. If the number of directors that constitutes
the whole Board is changed in accordance with the Certificate and these Bylaws,
the majority of the whole Board that adopts the change shall also fix and
determine the number of directors comprising each class; provided, however, that
any increase or decrease in the number of directors shall be apportioned among
the classes as equally as possible. No decrease in the number of directors
constituting the entire Board shall have the effect of shortening the term of
any incumbent director.
 
     SECTION 3.5. Removal. Except as otherwise provided in the Certificate,
these Bylaws, or by law, at the annual meeting of stockholders or at any special
meeting of stockholders called expressly for that purpose, a director of any
class of directors may be removed before the expiration date of that director's
term of office, with cause (as defined in the Certificate) only, by an
affirmative vote of the holders of not less than a majority of the outstanding
shares of the class or classes or series of capital stock then entitled to vote
at an election of directors or directors of that class or series, voting
together as a single class.
 
     SECTION 3.6. Resignation. Any director may resign at any time upon notice
given in writing or by electronic transmission to the Corporation; provided,
however, that written or electronic notice to of Directors, the Chairman of the
Board of Directors, the Chief Executive Officer, the President or the Secretary
shall be deemed to constitute notice to the Corporation. Such resignation shall
take effect upon receipt of such notice or at any later time specified
 
                                     - 7 -
<PAGE>
 
therein and, unless otherwise specified therein, acceptance of such resignation
shall not be necessary to make it effective.
 
     SECTION 3.7. Newly Created Directorships and Vacancies. Newly-created
directorships resulting from any increase in the authorized number of directors
and vacancies on the Board of Directors may be filled by no less than a majority
vote of the remaining directors then in office, though less than a quorum, or by
the stockholders if a director is removed pursuant to Section 3.5, and each
director so chosen shall receive the classification of the vacant directorship
to which he or she has been appointed or, if it is a newly created directorship,
shall receive the classification that at least a majority of the Board of
Directors designates and shall hold office until the first annual meeting of
stockholders held after his appointment for the purpose of electing directors of
that classification and until his successor is elected and qualified or, if
earlier, until his death, resignation, retirement, disqualification, or removal
from office. If there are no directors in office, an election of directors may
be held in the manner provided by statute. Except as otherwise provided in these
Bylaws, when one or more directors shall resign from the Board of Directors,
effective at a future date, a majority of the directors then in office,
including those who have so resigned, shall have the power to fill such vacancy
or vacancies, the vote thereon to take effect when such resignation or
resignations shall become effective, and each director so chosen shall hold
office as provided in these Bylaws with respect to the filling of other
vacancies.
 
     SECTION 3.8. Regular Meetings. The Board of Directors shall hold an annual
meeting for the purpose of organization and the transaction of any business
immediately after the annual meeting of the stockholders, provided a quorum of
directors is present. Other regular meetings may be held at such times as may be
determined from time to time by resolution of the Board of Directors.
 
     SECTION 3.9. Special Meetings. Special meetings of the Board of Directors
may be called by the Chairman of the Board of Directors, by any two members of
the Board of Directors or by the President.
 
     SECTION 3.10. Notice and Place of Meetings. Meetings of the Board of
Directors may be held at the principal office of the Corporation, or at such
other place as shall be stated in the notice of such meeting. Notice of any
special meeting, and, except as the Board of Directors may otherwise determine
by resolution, notice of any regular meeting also, shall be mailed to each
director addressed to him at his residence or usual place of business at least
two days before the day on which the meeting is to be held, or if sent to him at
such place by facsimile, or delivered personally or by telephone, not later than
the day before the day on which the meeting is to be held. No notice of the
annual meeting of the Board of Directors shall be required if it is held
immediately after the annual meeting of the stockholders and if a quorum is
present.
 
     SECTION 3.11. Quorum; Majority Vote. At all meetings of the Board of
Directors, a majority of the directors fixed in the manner provided in these
Bylaws shall constitute a quorum for the transaction of business. If at any
meeting of the Board of Directors there be less than a quorum present, a
majority of those present or any director solely present may adjourn the meeting
from time to time without further notice. Unless the act of a greater number is
required by law, the Certificate, or these Bylaws, the act of a majority of the
directors present at a meeting
 
                                     - 8 -
<PAGE>
 
at which a quorum is in attendance shall be the act of the Board of Directors.
At any time that the Certificate provides that directors elected by the holders
of a class or series of stock shall have more or less than one vote per director
on any matter, every reference in these Bylaws to a majority or other proportion
of directors shall refer to a majority or other proportion of the votes of such
directors.
 
     SECTION 3.12. Business Transacted at Meetings, etc. Any business may be
transacted and any corporate action may be taken at any regular or special
meeting of the Board of Directors at which a quorum shall be present, whether
such business or proposed action be stated in the notice of such meeting or not,
unless special notice of such business or proposed action shall be required by
statute.
 
     SECTION 3.13. Compensation. The Board shall have the authority to fix the
compensation, including fees and reimbursement of expenses, paid to directors
for attendance at regular or special meetings of the Board of Directors or any
committee thereof; provided, that nothing contained herein shall be construed to
preclude any director from serving the Corporation in any other capacity or
receiving compensation therefor.
 
     SECTION 3.14. Action Without a Meeting. Any action required or permitted to
be taken at any meeting of the Board of Directors, or of any committee thereof,
may be taken without a meeting if all members of the Board or committee, as the
case may be, consent thereto in writing, and the writing or writings are filed
with the minutes of the proceedings of the Board or committee.
 
     SECTION 3.15. Meetings Through Use of Communications Equipment. Members of
the Board of Directors, or any committee designated by the Board of Directors,
shall, except as otherwise provided by law, the Certificate or these By-laws,
have the power to participate in a meeting of the Board of Directors, or any
committee, by means of a conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and such participation shall constitute presence in person at the
meeting.
 
                                   ARTICLE IV.
                                   COMMITTEES.
 
     SECTION 4.1. Executive Committee. The Board of Directors may, by resolution
passed by a majority of the whole Board, designate two or more of their number
to constitute an Executive Committee to hold office at the pleasure of the
Board, which Committee shall, during the intervals between meetings of the Board
of Directors, have and exercise all of the powers of the Board of Directors in
the management of the business and affairs of the Corporation, subject only to
such restrictions or limitations as the Board of Directors may from time to time
specify, or as limited by the Delaware Corporation Law, and shall have power to
authorize the seal of the Corporation to be affixed to all papers which may
require it.
 
     Any member of the Executive Committee may be removed at any time, with or
without cause, by a resolution of a majority of the whole Board of Directors.
 
     Any person ceasing to be a director shall ipso facto cease to be a member
of the Executive Committee.
 
                                     - 9 -
<PAGE>
 
     Any vacancy in the Executive Committee occurring from any cause whatsoever
may be filled from among the directors by a resolution of a majority of the
whole Board of Directors.
 
     SECTION 4.2. Other Committees. Other committees, whose members need not be
directors, may be appointed by the Board of Directors or the Executive
Committee, which committees shall hold office for such time and have such powers
and perform such duties as may from time to time be assigned to them by the
Board of Directors or the Executive Committee. Such other committees shall
include, but not be limited to, the previously constituted Audit Committee and
Compensation Committee.
 
     Any member of such a committee may be removed at any time, with or without
cause, by the Board of Directors or the Executive Committee. Any vacancy in a
committee occurring from any cause whatsoever may be filled by the Board of
Directors or the Executive Committee.
 
     SECTION 4.3. Resignation. Any member of a committee may resign at any time.
Such resignation shall be made in writing and shall take effect at the time
specified therein, or, if no time be specified, at the time of its receipt by
the President or Secretary. The acceptance of a resignation shall not be
necessary to make it effective unless so specified therein.
 
     SECTION 4.4. Quorum. A majority of the members of a committee shall
constitute a quorum. The act of a majority of the members of a committee present
at any meeting at which a quorum is present shall be the act of such committee.
The members of a committee shall act only as a committee, and the individual
members thereof shall not have any powers as such.
 
     SECTION 4.5. Record of Proceedings, etc. Each committee shall keep a record
of its acts and proceedings, and shall report the same to the Board of Directors
when and as required by the Board of Directors.
 
     SECTION 4.6. Organization, Meetings, Notices, etc. A committee may hold its
meetings at the principal office of the Corporation, or at any other place which
a majority of the committee may at any time agree upon. Each committee may make
such rules as it may deem expedient for the regulation and carrying on of its
meetings and proceedings. Unless otherwise ordered by the Executive Committee,
any notice of a meeting of such committee may be given by the Secretary of the
Corporation or by the chairman of the committee and shall be sufficiently given:
(a) in the case of a meeting where the physical presence of members is required,
if mailed to each member at his residence or usual place of business at least
five business days before the day on which the meeting is to be held, or (b) in
the case of a meeting to be held by telephonic conference call or other means of
communication as provided in Section 3.15, if sent to him at such place by
facsimile, or delivered personally or by telephone not later than 48 hours
before the time at which the meeting is to be held.
 
     SECTION 4.7. Compensation. The members of any committee shall be entitled
to such compensation as may be allowed them by resolution of the Board of
Directors.
 
                                    - 10 -
 
<PAGE>
 
                                   ARTICLE V.
                                    OFFICERS.
 
     SECTION 5.1. Number. The officers of the Corporation shall initially be a
President and a Secretary, and may thereafter include one or more Executive Vice
Presidents, one or more Vice Presidents, one or more Assistant Secretaries, a
Treasurer, and one or more Assistant Treasurers, and such other officers as may
be appointed in accordance with the provisions of Section 3 of this Article V.
The Board of Directors in its discretion may also elect a Chairman of the Board
of Directors.
 
     SECTION 5.2. Election, Term of Office and Qualifications. The officers,
except as provided in Section 3 of this Article V, shall be chosen annually by
the Board of Directors. Each such officer shall, except as herein otherwise
provided, hold office until his successor shall have been chosen and shall
qualify. Except as otherwise provided by law, any number of offices may be held
by the same person.
 
     SECTION 5.3. Other Officers. Other officers, including one or more
vice-presidents, assistant secretaries, treasurers or assistant treasurers, may
from time to time be appointed by the Board of Directors, which other officers
shall have such powers and perform such duties as may be assigned to them by the
Board of Directors or the officer or committee appointing them.
 
     SECTION 5.4. Removal of Officers. Any officer of the Corporation may be
removed from office, with or without cause, by a vote of a majority of the Board
of Directors.
 
     SECTION 5.5. Resignation. Any officer of the Corporation may resign at any
time. Such resignation shall be in writing and shall take effect at the time
specified therein, and if no time be specified, at the time of its receipt by
the President or Secretary. The acceptance of a resignation shall not be
necessary in order to make it effective, unless so specified therein.
 
     SECTION 5.6. Filling of Vacancies. A vacancy in any office shall be filled
by the Board of Directors or by the authority appointing the predecessor in such
office.
 
     SECTION 5.7. Compensation. The compensation of the officers shall be fixed
by the Board of Directors, or by any committee upon whom power in that regard
may be conferred by the Board of Directors.
 
     SECTION 5.8. Chairman of the Board of Directors. The Chairman of the Board
of Directors shall be a director and shall preside at all meetings of the Board
of Directors at which he shall be present, and shall have such power and perform
such duties as may from time to time be assigned to him by the Board of
Directors.
 
     SECTION 5.9. President. The President shall, when present, preside at all
meetings of the stockholders, and, in the absence of the Chairman of the Board
of Directors, at meetings of the Board of Directors. He shall have power to call
special meetings of the stockholders or of the Board of Directors or of the
Executive Committee at any time. He shall be the chief executive officer of the
Corporation, and shall have the general direction of the business, affairs and
property of the Corporation, and of its several officers, and shall have and
exercise all such powers and discharge such duties as usually pertain to the
office of President.
 
                                     - 11 -
<PAGE>
 
     SECTION 5.10. Vice-Presidents. The Vice-Presidents, or any of them, shall,
subject to the direction of the Board of Directors, at the request of the
President or in his absence, or in case of his inability to perform his duties
from any cause, perform the duties of the President, and, when so acting, shall
have all the powers of, and be subject to all restrictions upon, the President.
The Vice-Presidents shall also perform such other duties as may be assigned to
them by the Board of Directors, and the Board of Directors may determine the
order of priority among them.
 
     SECTION 5.11. Secretary. The Secretary shall perform such duties as are
incident to the office of Secretary, or as may from time to time be assigned to
him by the Board of Directors, or as are prescribed by these By-laws.
 
     SECTION 5.12. Treasurer. The Treasurer shall perform such duties and have
powers as are usually incident to the office of Treasurer or which may be
assigned to him by the Board of Directors.
 
                                  ARTICLE VI.
                                 CAPITAL STOCK.
 
     SECTION 6.1. Issue of Certificates of Stock. The shares of the Corporation
shall be represented by certificates or shall be uncertificated. Certificates
representing shares of capital stock shall be in such form as shall be approved
by the Board of Directors. They shall be numbered in the order of their issue
and shall be signed by the Chairman of the Board of Directors, the President or
one of the Vice-Presidents, and the Secretary or an Assistant Secretary or the
Treasurer or an Assistant Treasurer, and the seal of the Corporation or a
facsimile thereof shall be impressed or affixed or reproduced thereon, provided,
however, that where such certificates are signed by a transfer agent or an
assistant transfer agent or by a transfer clerk acting on behalf of the
Corporation and a registrar, the signature of any such Chairman of the Board of
Directors, President, Vice-President, Secretary, Assistant Secretary, Treasurer
or Assistant Treasurer may be facsimile. In case any officer or officers who
shall have signed, or whose facsimile signature or signatures shall have been
used on any such certificate or certificates shall cease to be such officer or
officers of the Corporation, whether because of death, resignation or otherwise,
before such certificate or certificates shall have been delivered by the
Corporation, such certificate or certificates may nevertheless be adopted by the
Corporation and be issued and delivered as though the person or persons who
signed such certificate or certificates, or whose facsimile signature or
signatures shall have been used thereon have not ceased to be such officer or
officers of the Corporation.
 
     SECTION 6.2. Rights of Holders. Except as otherwise provided by law, the
rights and obligations of the holders of uncertificated shares and the rights
and obligations of the holders of certificates representing shares of the same
class and series shall be identical.
 
     SECTION 6.3. Registration and Transfer of Shares. The name of each person
owning a share of the capital stock of the Corporation shall be entered on the
books of the Corporation together with the number of shares held by him, and in
the case of shares represented by certificates, if any, the numbers of the
certificates covering such shares and the dates of issue of such certificates.
The shares of stock of the Corporation shall be transferable on the books of the
Corporation by the holders thereof in person, or by their duly authorized
attorneys or legal
 
                                     - 12 -
<PAGE>
 
representatives. In the case of shares represented by certificates, if any,
transfers shall be made upon surrender and cancellation of certificates for a
like number of shares, accompanied by an assignment or power of transfer
endorsed thereon or attached thereto, duly executed, and with such proof of the
authenticity of the signature as the Corporation or its agents may reasonably
require. A record shall be made of each transfer.
 
     The Board of Directors may make other and further rules and regulations
concerning the transfer and registration of shares of the capital stock of the
Corporation and may appoint a transfer agent or registrar or both and may
require all certificates of stock, if any, to bear the signature of either or
both.
 
     SECTION 6.4. Lost, Destroyed and Mutilated Certificates. The holder of any
certificated share of stock of the Corporation shall immediately notify the
Corporation of any loss, theft, destruction or mutilation of the certificates
therefor. The Corporation may issue a new certificate of stock in the place of
any certificate theretofore issued by it alleged to have been lost, stolen or
destroyed, and the Board of Directors may, in its discretion, require the owner
of the lost, stolen or destroyed certificate, or his legal representatives, to
give the Corporation a bond, in such sum not exceeding double the value of the
stock and with such surety or sureties as they may require, to indemnify it
against any claim that may be made against it by reason of the issue of such new
certificate and against all other liability in the premises, or may remit such
owner to such remedy or remedies as he may have under the laws of the State of
Delaware.
 
                                  ARTICLE VII.
                            DIVIDENDS, SURPLUS, ETC.
 
     SECTION 7.1. General Discretion of Directors. The Board of Directors shall
have power to fix and vary the amount to be set aside or reserved as working
capital of the Corporation, or as reserves, or for other proper purposes of the
Corporation, and, subject to the requirements of the Certificate of
Incorporation, to determine whether any, if any, part of the surplus or net
profits of the Corporation shall be declared as dividends and paid to the
stockholders, and to fix the date or dates for the payment of dividends.
 
                                 ARTICLE VIII.
                            MISCELLANEOUS PROVISIONS.
 
     SECTION 8.1. Fiscal Year. The fiscal year of the Corporation shall commence
on the first day of January and end on the last day of December.
 
     SECTION 8.2. Corporate Seal. The corporate seal shall be in such form as
approved by the Board of Directors and may be altered at their pleasure. The
corporate seal may be used by causing it or a facsimile thereof to be impressed
or affixed or reproduced or otherwise.
 
     SECTION 8.3. Notices. Except as otherwise expressly provided, any notice
required by these By-laws to be given shall be sufficient if given by depositing
the same in a post office or letter box in a sealed postpaid wrapper addressed
to the person entitled thereto at his address, as the same appears upon the
books of the Corporation, or by sending via facsimile the same to such person at
such addresses; and such notice shall be deemed to be given at the time it is
mailed or sent via facsimile.
 
                                     - 13 -
<PAGE>
 
     SECTION 8.4. Waiver of Notice. Any stockholder or director may at any time,
by writing or by facsimile, waive any notice required to be given under these
By-laws, and if any stockholder or director shall be present at any meeting his
presence shall constitute a waiver of such notice.
 
     SECTION 8.5. Checks, Drafts, etc. All checks, drafts or other orders for
the payment of money, notes or other evidences of indebtedness issued in the
name of the Corporation, shall be signed by such officer or officers, agent or
agents of the Corporation, and in such manner, as shall from time to time be
designated by resolution of the Board of Directors.
 
     SECTION 8.6. Deposits. All funds of the Corporation shall be deposited from
time to time to the credit of the Corporation in such bank or banks, trust
companies or other depositories as the Board of Directors may select, and, for
the purpose of such deposit, checks, drafts, warrants and other orders for the
payment of money which are payable to the order of the Corporation, may be
endorsed for deposit, assigned and delivered by any officer of the Corporation,
or by such agents of the Corporation as the Board of Directors or the President
may authorize for that purpose.
 
     SECTION 8.7. Voting Stock of Other Corporations. Except as otherwise
ordered by the Board of Directors or the Executive Committee, the President or
the Treasurer shall have full power and authority on behalf of the Corporation
to attend and to act and to vote at any meeting of the stockholders of any
corporation of which the Corporation is a stockholder and to execute a proxy to
any other person to represent the Corporation at any such meeting, and at any
such meeting the President or the Treasurer or the holder of any such proxy, as
the case may be, shall possess and may exercise any and all rights and powers
incident to ownership of such stock and which, as owner thereof, the Corporation
might have possessed and exercised if present. The Board of Directors or the
Executive Committee may from time to time confer like powers upon any other
person or persons.
 
     SECTION 8.8. Indemnification of Officers and Directors. The Corporation
shall indemnify any and all of its directors or officers, including former
directors or officers, and any employee, who shall serve as an officer or
director of any corporation at the request of this Corporation, to the fullest
extent permitted under and in accordance with the laws of the State of Delaware.
 
                                   ARTICLE IX.
                                   AMENDMENTS
 
     These Bylaws may be altered, amended, or repealed or new Bylaws may be
adopted by either the Board of Directors at any regular meeting of the Board of
Directors or at any special meeting of the Board of Directors if notice of such
alteration, amendment, repeal, or adoption of new Bylaws be contained in the
notice of such special meeting or the stockholders at any annual meeting of the
stockholders or any special meeting of the stockholders if notice of such
 
                                     - 14 -
 
<PAGE>
 
alteration, amendment, repeal or adoption of new Bylaws be contained in the
notice of such special meeting.
 
 
 
Dated: December 5, 2007
 
 
 
 
                                     - 15 -