-------------------------------------
 
                          AMENDED AND RESTATED BY-LAWS
 
                                       OF
 
                                 NITROMED, INC.
                      --------------------------------------
 
 
 
                                            APPROVED BY THE BOARD OF DIRECTORS
                                                               AUGUST 18, 2003
 
                                                  APPROVED BY THE STOCKHOLDERS
                                                           [___________], 2003
 
 
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                                                 TABLE OF CONTENTS
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ARTICLE I         STOCKHOLDERS....................................................................................1
         1.1      Place of Meetings...............................................................................1
         1.2      Annual Meeting..................................................................................1
         1.3      Special Meetings................................................................................1
         1.4      Notice of Meetings..............................................................................1
         1.5      Voting List.....................................................................................1
         1.6      Quorum..........................................................................................2
         1.7      Adjournments....................................................................................2
         1.8      Voting and Proxies..............................................................................2
         1.9      Action at Meeting...............................................................................2
         1.10     Nomination of Directors.........................................................................3
         1.11     Notice of Business at Annual Meetings...........................................................4
         1.12     Conduct of Meetings.............................................................................6
         1.13     No Action by Written Consent in Lieu of a Meeting...............................................7
 
ARTICLE II        DIRECTORS.......................................................................................7
         2.1      General Powers..................................................................................7
         2.2      Number, Election and Qualification..............................................................7
         2.3      Tenure..........................................................................................7
         2.4      Quorum..........................................................................................7
         2.5      Action at Meeting...............................................................................7
         2.6      Removal.........................................................................................8
         2.7      Vacancies.......................................................................................8
         2.8      Resignation.....................................................................................8
         2.9      Regular Meetings................................................................................8
         2.10     Special Meetings................................................................................8
         2.11     Notice of Special Meetings......................................................................8
         2.12     Meetings by Conference Communications Equipment.................................................8
         2.13     Action by Consent...............................................................................8
         2.14     Committees......................................................................................9
         2.15     Compensation of Directors.......................................................................9
 
ARTICLE III       OFFICERS........................................................................................9
         3.1      Titles..........................................................................................9
         3.2      Election........................................................................................9
         3.3      Qualification...................................................................................9
         3.4      Tenure.........................................................................................10
         3.5      Resignation and Removal........................................................................10
         3.6      Vacancies......................................................................................10
         3.7      Chairman of the Board..........................................................................10
         3.8      President; Chief Executive Officer.............................................................10
         3.9      Vice Presidents................................................................................10
         3.10     Secretary and Assistant Secretaries............................................................11
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         3.11     Treasurer and Assistant Treasurers.............................................................11
         3.12     Salaries.......................................................................................11
 
ARTICLE IV        CAPITAL STOCK..................................................................................12
         4.1      Issuance of Stock..............................................................................12
         4.2      Certificates of Stock..........................................................................12
         4.3      Transfers......................................................................................12
         4.4      Lost, Stolen or Destroyed Certificates.........................................................12
         4.5      Record Date....................................................................................13
 
ARTICLE V         GENERAL PROVISIONS.............................................................................13
         5.1      Fiscal Year....................................................................................13
         5.2      Corporate Seal.................................................................................13
         5.3      Waiver of Notice...............................................................................13
         5.4      Voting of Securities...........................................................................13
         5.5      Evidence of Authority..........................................................................14
         5.6      Certificate of Incorporation...................................................................14
         5.7      Transactions with Interested Parties...........................................................14
         5.8      Severability...................................................................................14
         5.9      Pronouns.......................................................................................14
 
ARTICLE VI        AMENDMENTS.....................................................................................15
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                                                                 ii
 
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                                    ARTICLE I
 
                                  STOCKHOLDERS
 
        1.1   PLACE OF MEETINGS. All meetings of stockholders shall be held
at such place as may be designated from time to time by the Board of
Directors, the Chairman of the Board or the Chief Executive Officer or, if
not so designated, at the principal office of the corporation.
 
        1.2   ANNUAL MEETING. The annual meeting of stockholders for the
election of directors and for the transaction of such other business as may
properly be brought before the meeting shall be held on a date and at a time
designated by the Board of Directors, the Chairman of the Board or the Chief
Executive Officer (which date shall not be a legal holiday in the place where
the meeting is to be held). If no annual meeting is held in accordance with
the foregoing provisions, a special meeting may be held in lieu of the annual
meeting, and any action taken at that special meeting shall have the same
effect as if it had been taken at the annual meeting, and in such case all
references in these By-laws to the annual meeting of the stockholders shall
be deemed to refer to such special meeting.
 
        1.3  SPECIAL MEETINGS. Special meetings of stockholders for any
purpose or purposes may be called at any time by the Board of Directors, the
Chairman of the Board or the Chief Executive Officer, but such special
meetings may not be called by any other person or persons. Business
transacted at any special meeting of stockholders shall be limited to matters
relating to the purpose or purposes stated in the notice of meeting.
 
        1.4   NOTICE OF MEETINGS. Except as otherwise provided by law, notice
of each meeting of stockholders, whether annual or special, shall be given
not less than 10 nor more than 60 days before the date of the meeting to each
stockholder entitled to vote at such meeting. Without limiting the manner by
which notice otherwise may be given to stockholders, any notice shall be
effective if given by a form of electronic transmission consented to (in a
manner consistent with the General Corporation Law of the State of Delaware)
by the stockholder to whom the notice is given. The notices of all meetings
shall state the place, date and time of the meeting and the means of remote
communications, if any, by which stockholders and proxyholders may be deemed
to be present in person and vote at such meeting. The notice of a special
meeting shall state, in addition, the purpose or purposes for which the
meeting is called. If notice is given by mail, such notice shall be deemed
given when deposited in the United States mail, postage prepaid, directed to
the stockholder at such stockholder's address as it appears on the records of
the corporation. If notice is given by electronic transmission, such notice
shall be deemed given at the time specified in Section 232 of the General
Corporation Law of the State of Delaware.
 
       1.5   VOTING LIST. The Secretary shall prepare, at least 10 days
before every meeting of stockholders, a complete list of the stockholders
entitled to vote at the meeting, arranged in alphabetical order, and showing
the address of each stockholder and the number of shares registered in the
name of each stockholder. Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, for a period of at least
10 days prior to the meeting: (i) on a reasonably accessible electronic
network, provided that the information required to gain access to such list
is provided with notice of the meeting, or (ii) during ordinary business
hours, at the principal place of business of the corporation. The list shall
also be
 
 
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produced  and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present.
 
       1.6   QUORUM. Except as otherwise provided by law, the Certificate of
Incorporation or these By-laws, the holders of a majority of the shares of
the capital stock of the corporation issued and outstanding and entitled to
vote at the meeting, present in person, present by means of remote
communication in a manner, if any, authorized by the Board of Directors in
its sole discretion, or represented by proxy, shall constitute a quorum for
the transaction of business. A quorum, once established at a meeting, shall
not be broken by the withdrawal of enough votes to leave less than a quorum.
 
      1.7   ADJOURNMENTS. Any meeting of stockholders may be adjourned from
time to time to any other time and to any other place at which a meeting of
stockholders may be held under these By-laws by the stockholders present or
represented at the meeting and entitled to vote, although less than a quorum,
or, if no stockholder is present, by any officer entitled to preside at or to
act as secretary of such meeting. 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, and the means of remote communication, 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
adjournment is taken, unless after the adjournment a new record date is fixed
for the adjourned meeting. At the adjourned meeting, the corporation may
transact any business which might have been transacted at the original
meeting.
 
       1.8   VOTING AND PROXIES. Each stockholder shall have one vote for
each share of stock entitled to vote held of record by such stockholder and a
proportionate vote for each fractional share so held, unless otherwise
provided by law or the Certificate of Incorporation. Each stockholder of
record entitled to vote at a meeting of stockholders may vote in person
(including by means of remote communications, if any, by which stockholders
may be deemed to be present in person and vote at such meeting) or may
authorize another person or persons to vote for such stockholder by a proxy
executed or transmitted in a manner permitted by the General Corporation Law
of the State of Delaware by the stockholder or such stockholder's authorized
agent and delivered (including by electronic transmission) to the Secretary
of the corporation. No such proxy shall be voted upon after three years from
the date of its execution, unless the proxy expressly provides for a longer
period.
 
       1.9  ACTION AT MEETING. When a quorum is present at any meeting, any
matter other than the election of directors to be voted upon by the
stockholders at such meeting shall be decided by the vote of the holders of
shares of stock having a majority of the votes cast by the holders of all of
the shares of stock present or represented and voting on such matter (or if
there are two or more classes of stock entitled to vote as separate classes,
then in the case of each such class, the holders of a majority of the stock
of that class present or represented and voting on such matter), except when
a different vote is required by law, the Certificate of Incorporation or
these By-laws. When a quorum is present at any meeting, any election by
stockholders of directors shall be determined by a plurality of the votes
cast by the stockholders entitled to vote on the election.
 
 
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    1.10   NOMINATION OF DIRECTORS.
 
           (a)   Except for (i) any directors entitled to be elected by the
holders of preferred stock and (ii) any directors elected in accordance with
Section 2.7 hereof by the Board of Directors to fill a vacancy or
newly-created directorships, only persons who are nominated in accordance
with the procedures in this Section 1.10 shall be eligible for election as
directors. Nomination for election to the Board of Directors of the
corporation at a meeting of stockholders may be made (i) by or at the
direction of the Board of Directors or (ii) by any stockholder of the
corporation who (x) complies with the notice procedures set forth in Section
1.10(b) and (y) is a stockholder of record on the date of the giving of such
notice and on the record date for the determination of stockholders entitled
to vote at such meeting.
 
           (b)   To be timely, a stockholder's notice must be received in
writing by the Secretary at the principal executive offices of the
corporation as follows: (x) in the case of an election of directors at an
annual meeting of stockholders, not less than 60 days nor more than 90 days
prior to the first anniversary of the preceding year's annual meeting;
provided, however, that (i) in the case of the annual meeting of stockholders
of the corporation to be held in 2004 or (ii) in the event that the date of
the annual meeting in any other year is advanced by more than 20 days, or
delayed by more than 60 days, from the first anniversary of the preceding
year's annual meeting, a stockholder's notice must be so received not earlier
than the ninetieth day prior to such annual meeting and not later than the
close of business on the later of (A) the sixtieth day prior to such annual
meeting and (B) the tenth day following the day on which notice of the date
of such annual meeting was mailed or public disclosure of the date of such
annual meeting was made, whichever first occurs; or (y) in the case of an
election of directors at a special meeting of stockholders, not earlier than
the ninetieth day prior to such special meeting and not later than the close
of business on the later of (i) the sixtieth day prior to such special
meeting and (ii) the tenth day following the day on which notice of the date
of such special meeting was mailed or public disclosure of the date of such
special meeting was made, whichever first occurs.
 
       The stockholder's notice to the Secretary shall set forth: (a) as to
each proposed nominee (i) such person's name, age, business address and, if
known, residence address, (ii) such person's principal occupation or
employment, (iii) the class and number of shares of stock of the corporation
which are beneficially owned by such person, and (iv) any other information
concerning such person that must be disclosed as to nominees in proxy
solicitations pursuant to Regulation 14A under the Securities Exchange Act of
1934, as amended (the "Exchange Act"); (b) as to the stockholder giving the
notice (i) such stockholder's name and address, as they appear on the
corporation's books, (ii) the class and number of shares of stock of the
corporation which are owned, beneficially and 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 person(s) named
in its notice and (v) a representation whether the stockholder intends or is
part of a group which intends (a) to deliver a proxy statement and/or form of
proxy to holders of at least the percentage of the corporation's outstanding
capital stock required to elect the nominee and/or (b) otherwise to solicit
proxies from stockholders in support of such nomination; and (c) as to the
beneficial owner, if any, on whose behalf the nomination is being made (i)
such beneficial owner's name and address, (ii) the
 
 
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class and number of shares of stock of the corporation which are beneficially
owned by such beneficial owner, (iii) a description of all arrangements or
understandings between such beneficial owner and each proposed nominee and
any other person or persons (including their names) pursuant to which the
nomination(s) are to be made and (iv) a representation whether the beneficial
owner intends or is part of a group which intends (a) to deliver a proxy
statement and/or form of proxy to holders of at least the percentage of the
corporation's outstanding capital stock requirement to elect the nominee
and/or (b) otherwise to solicit proxies from stockholders in support of such
nomination. In addition, to be effective, the stockholder's notice must be
accompanied by the written consent of the proposed nominee to serve as a
director if elected. The corporation may require any proposed nominee to
furnish such other information as may reasonably be required to determine the
eligibility of such proposed nominee to serve as a director of the
corporation.
 
           (c)   The chairman of any meeting shall, if the facts warrant,
determine that a nomination was not made in accordance with the provisions of
this Section 1.10 (including whether the stockholder or beneficial owner, if
any, on whose behalf the nomination is made solicited (or is part of a group
which solicited) or did not so solicit, as the case may be, proxies in
support of such stockholder's nominee in compliance with the representations
with respect thereto required by this Section 1.10).
 
           (d)   Except as otherwise required by law, nothing in this Section
1.10 shall obligate the corporation or the Board of Directors to include in
any proxy statement or other stockholder communication distributed on behalf
of the corporation or the Board of Directors information with respect to any
nominee for director submitted by a stockholder.
 
           (e)   Notwithstanding the foregoing provisions of this Section
1.10, if the stockholder (or a qualified representative of the stockholder)
does not appear at the annual or special meeting of stockholders of the
corporation to present a nomination, such nomination shall be disregarded,
notwithstanding that proxies in respect of such vote may have been received
by the corporation.
 
           (f)   For purposes of this Section 1.10, "public disclosure" shall
include disclosure in a press release reported by the Dow Jones New Service,
Associated Press or comparable national news service or in a document
publicly filed by the Corporation with the Securities and Exchange Commission
pursuant to Section 13, 14 or 15(d) of the Exchange Act.
 
    1.11   NOTICE OF BUSINESS AT ANNUAL MEETINGS.
 
           (a)   At any annual meeting of the stockholders, only such
business shall be conducted as shall have been properly brought before the
meeting. To be properly brought before an annual meeting, business must be
(i) specified in the notice of meeting (or any supplement thereto) given by
or at the direction of the Board of Directors, (ii) otherwise properly
brought before the meeting by or at the direction of the Board of Directors,
or (iii) properly brought before the meeting by a stockholder. For business
to be properly brought before an annual meeting by a stockholder, (i) if such
business relates to the election of directors of the corporation, the
procedures in Section 1.10 must be complied with and (ii) if such business
relates to any other matter, the stockholder must (x) have given timely
notice thereof in writing
 
 
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to the Secretary in accordance with the procedures set forth in Section
1.11(b) and (y) be a stockholder of record on the date of the giving of such
notice and on the record date for the determination of stockholders entitled
to vote at such annual meeting.
 
           (b)  To be timely, a stockholder's notice must be received in
writing by the Secretary at the principal executive offices of the
corporation not less than 60 days nor more than 90 days prior to the first
anniversary of the preceding year's annual meeting; provided, however, that
(i) in the case of the annual meeting of stockholders of the corporation to
be held in 2004 or (ii) in the event that the date of the annual meeting in
any other year is advanced by more than 20 days, or delayed by more than 60
days, from the first anniversary of the preceding year's annual meeting, a
stockholder's notice must be so received not earlier than the ninetieth day
prior to such annual meeting and not later than the close of business on the
later of (A) the sixtieth day prior to such annual meeting and (B) the tenth
day following the day on which notice of the date of such annual meeting was
mailed or public disclosure of the date of such annual meeting was made,
whichever first occurs.
 
       The stockholder's notice to the Secretary shall set forth as to each
matter the 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 address, as they appear on the corporation's books, of the
stockholder proposing such business, and the name and address of the
beneficial owner, if any, on whose behalf the proposal is made, (iii) the
class and number of shares of stock of the corporation which are owned, of
record and beneficially, by the stockholder and beneficial owner, if any,
(iv) a description of all arrangements or understandings between such
stockholder or such beneficial owner, if any, 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 the stockholder or such
beneficial owner, if any, in such business, (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 and (vi) a representation whether the
stockholder or the beneficial owner, if any, intends or is part of a group
which intends (a) to deliver a proxy statement and/or form of proxy to
holders of at least the percentage of the corporation's outstanding capital
stock required to approve or adopt the proposal and/or (b) otherwise to
solicit proxies from stockholders in support of such proposal.
Notwithstanding anything in these By-laws to the contrary, no business shall
be conducted at any annual meeting of stockholders except in accordance with
the procedures set forth in this Section 1.11; provided that any stockholder
proposal which complies with Rule 14a-8 of the proxy rules (or any successor
provision) promulgated under the Securities Exchange Act of 1934, as amended,
and is to be included in the corporation's proxy statement for an annual
meeting of stockholders shall be deemed to comply with the requirements of
this Section 1.11.
 
           (c)  The chairman of any meeting shall, if the facts warrant,
determine that business was not properly brought before the meeting in
accordance with the provisions of this Section 1.11 (including whether the
stockholder or beneficial owner, if any, on whose behalf the proposal is made
solicited (or is part of a group which solicited) or did not so solicit, as
the case may be, proxies in support of such stockholder's proposal in
compliance with the representation with respect thereto required by this
Section 1.11), and if the chairman should so determine, the chairman shall so
declare to the meeting and such business shall not be brought before the
meeting.
 
 
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           (d)   Notwithstanding the foregoing provisions of this Section
1.11, if the stockholder (or a qualified representative of the stockholder)
does not appear at the annual meeting of stockholders of the corporation to
present business, such business shall not be transacted, notwithstanding that
proxies in respect of such vote may have been received by the corporation.
 
           (e)   For purposes of this Section 1.11, "public disclosure" shall
include disclosure in a press release reported by the Dow Jones New Service,
Associated Press or comparable national news service or in a document
publicly filed by the corporation with the Securities and Exchange Commission
pursuant to Section 13, 14 or 15(d) of the Exchange Act.
 
     1.12   CONDUCT OF MEETINGS.
 
           (a)   CHAIRMAN OF MEETING. Meetings of stockholders shall be
presided over by the Chairman of the Board, if any, or in the Chairman's
absence by the Vice Chairman of the Board, if any, or in the Vice Chairman's
absence by the Chief Executive Officer, or in the Chief Executive Officer's
absence by a Vice President, or in the absence of all of the foregoing
persons by a chairman designated by the Board of Directors, or in the absence
of such designation by a chairman chosen by vote of the stockholders at the
meeting. The Secretary shall act as secretary of the meeting, but in the
Secretary's absence the chairman of the meeting may appoint any person to act
as secretary of the meeting.
 
           (b)   RULES, REGULATIONS AND PROCEDURES. The Board of Directors of
the corporation may adopt by resolution such rules, regulations and
procedures for the conduct of any meeting of stockholders of the corporation
as it shall deem appropriate including, without limitation, such guidelines
and procedures as it may deem appropriate regarding the participation by
means of remote communication of stockholders and proxyholders not physically
present at a meeting. Except to the extent inconsistent with such rules,
regulations and procedures as adopted by the Board of Directors, the chairman
of any meeting of stockholders shall have the right and authority to
prescribe such rules, regulations and procedures and to do all such acts as,
in the judgment of such chairman, are appropriate for the proper conduct of
the meeting. Such rules, regulations or procedures, whether adopted by the
Board of Directors or prescribed by the chairman of the meeting, may include,
without limitation, the following: (i) the establishment of an agenda or
order of business for the meeting; (ii) rules and procedures for maintaining
order at the meeting and the safety of those present; (iii) limitations on
attendance at or participation in the meeting to stockholders of record of
the corporation, their duly authorized and constituted proxies or such other
persons as shall be determined; (iv) restrictions on entry to the meeting
after the time fixed for the commencement thereof; and (v) limitations on the
time allotted to questions or comments by participants. Unless and to the
extent determined by the Board of Directors or the chairman of the meeting,
meetings of stockholders shall not be required to be held in accordance with
the rules of parliamentary procedure.
 
           (c)  CLOSING OF POLLS. The chairman of the meeting shall announce
at the meeting when the polls for each matter to be voted upon at the meeting
will be opened and closed. If no announcement is made, the polls shall be
deemed to have opened when the meeting is convened and closed upon the final
adjournment of the meeting. After the polls close, no ballots, proxies or
votes or any revocations or changes thereto may be accepted.
 
 
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           (d)   INSPECTORS OF ELECTION. In advance of any meeting of
stockholders, the Board of Directors, the Chairman of the Board or the Chief
Executive Officer shall appoint one or more inspectors or election to act at
the meeting and make a written report thereof. One or more other persons may
be designated as alternate inspectors to replace any inspector who fails to
act. If no inspector or alternate is present, ready and willing to act at a
meeting of stockholders, the chairman of the meeting shall appoint one or
more inspectors to act at the meeting. Unless otherwise required by law,
inspectors may be officers, employees or agents of the corporation. Each
inspector, before entering upon the discharge of such inspector's duties,
shall take and sign an oath faithfully to execute the duties of inspector
with strict impartiality and according to the best of such inspector's
ability. The inspector shall have the duties prescribed by law and shall take
charge of the polls and, when the vote in completed, shall make a certificate
of the result of the vote taken and of such other facts as may be required by
law.
 
       1.13   NO ACTION BY WRITTEN CONSENT IN LIEU OF A MEETING. Stockholders
of the corporation may not take any action by written consent in lieu of a
meeting.
 
                                   ARTICLE II
 
                                    DIRECTORS
 
       2.1  GENERAL POWERS. The business and affairs of the corporation shall
be managed by or under the direction of a Board of Directors, who may
exercise all of the powers of the corporation except as otherwise provided by
law, the Certificate of Incorporation or these By-laws.
 
       2.2  NUMBER, ELECTION AND QUALIFICATION. Subject to the rights of
holders of any series of Preferred Stock to elect directors, the number of
directors which shall constitute the whole Board of Directors shall be
determined from time to time by resolution of the Board of Directors, but in
no event shall be less than three. The directors shall be elected at the
annual meeting of stockholders by such stockholders as have the right to vote
on such election. Directors need not be stockholders of the corporation.
 
       2.3  TENURE. Subject to the rights of holders of any series of
Preferred Stock to elect directors, each director shall hold office until the
next annual meeting of stockholders and until a successor is elected and
qualified, or until such director's earlier death, resignation or removal.
 
       2.4  QUORUM. A majority of the directors at any time in office shall
constitute a quorum for the transaction of business. If at any meeting of the
Board of Directors there shall be less than such a quorum, a majority of the
directors present may adjourn the meeting from time to time without further
notice other than announcement at the meeting, until a quorum shall be
present.
 
       2.5  ACTION AT MEETING. Every act or decision done or made by a
majority of the directors present at a meeting duly held at which a quorum is
present shall be regarded as the act of the Board of Directors unless a
greater number is required by law, by the Certificate of Incorporation or by
these By-laws.
 
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       2.6  REMOVAL. Subject to the rights of holders of any series of
Preferred Stock, directors of the corporation may be removed only for cause
by the affirmative vote of the holders of at least seventy-five percent (75%)
of the votes which all the stockholders would be entitled to cast in any
annual election of directors.
 
       2.7  VACANCIES. Subject to the rights of holders of any series of
Preferred Stock, any vacancy or newly-created directorships in the Board of
Directors, however occurring shall be filled only by vote of a majority of
the directors then in office, although less than a quorum, or by a sole
remaining director and shall not be filled by the stockholders. A director
elected to fill a vacancy shall be elected to hold office until the next
annual meeting of stockholders, subject to the election and qualification of
a successor and to such director's earlier death, resignation or removal.
 
      2.8  RESIGNATION. Any director may resign by delivering a resignation
in writing or by electronic transmission to the corporation at its principal
office or to the Chairman of the Board, the Chief Executive Officer or the
Secretary. Such resignation shall be effective upon receipt unless it is
specified to be effective at some later time or upon the happening of some
later event.
 
      2.9  REGULAR MEETINGS. Regular meetings of the Board of Directors may
be held without notice at such time and place as shall be determined from
time to time by the Board of Directors; provided that any director who is
absent when such a determination is made shall be given notice of the
determination. A regular meeting of the Board of Directors may be held
without notice immediately after and at the same place as the annual meeting
of stockholders.
 
       2.10  SPECIAL MEETINGS. Special meetings of the Board of Directors may
be held at any time and place designated in a call by the Chairman of the
Board, the Chief Executive Officer, two or more directors, or by one director
in the event that there is only a single director in office.
 
       2.11  NOTICE OF SPECIAL MEETINGS. Notice of any special meeting of
directors shall be given to each director by the Secretary or by the officer
or one of the directors calling the meeting. Notice shall be duly given to
each director (i) by giving notice to such director in person or by telephone
at least 24 hours in advance of the meeting, (ii) by sending a telegram,
telecopy or electronic mail, or delivering written notice by hand, to such
director's last known business, home or electronic mail address at least 48
hours in advance of the meeting, or (iii) by sending written notice, via
first-class mail or reputable overnight courier, to such director's last
known business or home address at least 72 hours in advance of the meeting. A
notice or waiver of notice of a meeting of the Board of Directors need not
specify the purposes of the meeting.
 
       2.12  MEETINGS BY CONFERENCE COMMUNICATIONS EQUIPMENT. Directors may
participate in meetings of the Board of Directors or any committee thereof by
means of conference telephone or other communications equipment by means of
which all persons participating in the meeting can hear each other, and
participation by such means shall constitute presence in person at such
meeting.
 
       2.13  ACTION BY CONSENT. 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 to the action in writing or by
 
                                          8
 
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electronic transmission, and the written consents or electronic transmissions
are filed with the minutes of proceedings of the Board or committee.
 
       2.14  COMMITTEES. The Board of Directors may designate one or more
committees, each committee to consist of one or more of the directors of the
corporation. The Board 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 the absence or disqualification of a
member of a committee, the member or members of the committee present at any
meeting and not disqualified from voting, whether or not such member or
members 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. Any such committee, to the extent provided in the
resolution of the Board of Directors and subject to the provisions of law,
shall have and may exercise all the powers and authority of the Board of
Directors in the management of the business and affairs of the corporation
and may authorize the seal of the corporation to be affixed to all papers
which may require it. Each such committee shall keep minutes and make such
reports as the Board of Directors may from time to time request. Except as
the Board of Directors may otherwise determine, any committee may make rules
for the conduct of its business, but unless otherwise provided by the
directors or in such rules, its business shall be conducted as nearly as
possible in the same manner as is provided in these By-laws for the Board of
Directors.
 
       2.15  COMPENSATION OF DIRECTORS. Directors may be paid such
compensation for their services and such reimbursement for expenses of
attendance at meetings as the Board of Directors may from time to time
determine. No such payment shall preclude any director from serving the
corporation or any of its parent or subsidiary corporations in any other
capacity and receiving compensation for such service.
 
                                   ARTICLE III
 
                                    OFFICERS
 
      3.1  TITLES. The officers of the corporation shall consist of a Chief
Executive Officer, President, a Chief Financial Officer, a Secretary, a
Treasurer and such other officers with such other titles as the Board of
Directors may determine, including a Chairman of the Board, a Vice Chairman
of the Board, and one or more Senior Vice Presidents, Vice Presidents,
Assistant Treasurers, and Assistant Secretaries. The Board of Directors may
appoint such other officers as it may deem appropriate.
 
      3.2  ELECTION. The Chief Executive Officer, President, Chief Financial
Officer, Treasurer and Secretary shall be elected annually by the Board of
Directors at its first meeting following the annual meeting of stockholders.
Other officers may be appointed by the Board of Directors at such meeting or
at any other meeting.
 
      3.3  QUALIFICATION. No officer need be a stockholder.  Any two or more
offices may be held by the same person.
 
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      3.4  TENURE. Except as otherwise provided by law, by the Certificate of
Incorporation or by these By-laws, each officer shall hold office until such
officer's successor is elected and qualified, unless a different term is
specified in the resolution electing or appointing such officer, or until
such officer's earlier death, resignation or removal.
 
      3.5  RESIGNATION AND REMOVAL. Any officer may resign by delivering a
written resignation to the corporation at its principal office or to the
Chief Executive Officer or the Secretary. Such resignation shall be effective
upon receipt unless it is specified to be effective at some later time or
upon the happening of some later event.
 
Any officer may be removed at any time, with or without cause, by vote of a
majority of the entire number of directors then in office.
 
Except as the Board of Directors may otherwise determine, no officer who
resigns or is removed shall have any right to any compensation as an officer
for any period following such officer's resignation or removal, or any right
to damages on account of such removal, whether such officer's compensation be
by the month or by the year or otherwise, unless such compensation is
expressly provided in a duly authorized written agreement with the
corporation.
 
      3.6  VACANCIES. The Board of Directors may fill any vacancy occurring
in any office for any reason and may, in its discretion, leave unfilled for
such period as it may determine any offices other than those of Chief
Executive Officer, President, Treasurer and Secretary. Each such successor
shall hold office for the unexpired term of such officer's predecessor and
until a successor is elected and qualified, or until such officer's earlier
death, resignation or removal.
 
      3.7  CHAIRMAN OF THE BOARD. The Board of Directors may appoint from its
members a Chairman of the Board. If the Board of Directors appoints a
Chairman of the Board, such Chairman shall perform such duties and possess
such powers as are assigned by the Board of Directors and, if the Chairman of
the Board is also designated as the corporation's Chief Executive Officer,
shall have the powers and duties of the Chief Executive Officer prescribed in
Section 3.8 of these By-laws. Unless otherwise provided by the Board of
Directors, the Chairman of the Board shall preside at all meetings of the
Board of Directors and stockholders.
 
      3.8  PRESIDENT; CHIEF EXECUTIVE OFFICER. Unless the Board of Directors
has designated the Chairman of the Board or another person as the
corporation's Chief Executive Officer, the President shall be the Chief
Executive Officer of the corporation. The Chief Executive Officer shall have
general charge and supervision of the business of the Corporation subject to
the direction of the Board of Directors. The President shall perform such
other duties and shall have such other powers as the Board of Directors and
the Chief Executive Officer (if the Chairman of the Board or another person
is serving in such position) may from time to time prescribe.
 
      3.9  VICE PRESIDENTS. Any Vice President shall perform such duties and
possess such powers as the Board of Directors or the Chief Executive Officer
may from time to time prescribe. In the event of the absence, inability or
refusal to act of the Chief Executive Officer or the President (if the
President is not the Chief Executive Officer), the Vice President (or if
there shall be more than one, the Vice Presidents in the order determined by
the Board of Directors) shall perform the duties of the Chief Executive
Officer and when so performing shall have all the
 
                                        10
 
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powers of and be subject to all the restrictions upon the Chief Executive
Officer. The Board of Directors may assign to any Vice President the title of
Executive Vice President, Senior Vice President or any other title selected
by the Board of Directors.
 
      3.10  SECRETARY AND ASSISTANT SECRETARIES. The Secretary shall perform
such duties and shall have such powers as the Board of Directors or the Chief
Executive Officer may from time to time prescribe. In addition, the Secretary
shall perform such duties and have such powers as are incident to the office
of the secretary, including without limitation the duty and power to give
notices of all meetings of stockholders and special meetings of the Board of
Directors, to attend all meetings of stockholders and the Board of Directors
and keep a record of the proceedings, to maintain a stock ledger and prepare
lists of stockholders and their addresses as required, to be custodian of
corporate records and the corporate seal and to affix and attest to the same
on documents.
 
      Any Assistant Secretary shall perform such duties and possess such
powers as the Board of Directors, the Chief Executive Officer or the
Secretary may from time to time prescribe. In the event of the absence,
inability or refusal to act of the Secretary, the Assistant Secretary (or if
there shall be more than one, the Assistant Secretaries in the order
determined by the Board of Directors) shall perform the duties and exercise
the powers of the Secretary.
 
      In the absence of the Secretary or any Assistant Secretary at any
meeting of stockholders or directors, the chairman of the meeting shall
designate a temporary secretary to keep a record of the meeting.
 
      3.11  TREASURER AND ASSISTANT TREASURERS. The Treasurer shall perform
such duties and shall have such powers as may from time to time be assigned
by the Board of Directors or the Chief Executive Officer. In addition, the
Treasurer shall perform such duties and have such powers as are incident to
the office of treasurer, including without limitation the duty and power to
keep and be responsible for all funds and securities of the corporation, to
deposit funds of the corporation in depositories selected in accordance with
these By-laws, to disburse such funds as ordered by the Board of Directors,
to make proper accounts of such funds, and to render as required by the Board
of Directors statements of all such transactions and of the financial
condition of the corporation.
 
      The Assistant Treasurers shall perform such duties and possess such
powers as the Board of Directors, the Chief Executive Officer or the
Treasurer may from time to time prescribe. In the event of the absence,
inability or refusal to act of the Treasurer, the Assistant Treasurer (or if
there shall be more than one, the Assistant Treasurers in the order
determined by the Board of Directors) shall perform the duties and exercise
the powers of the Treasurer.
 
      3.12  SALARIES. Officers of the corporation shall be entitled to such
salaries, compensation or reimbursement as shall be fixed or allowed from
time to time by the Board of Directors.
 
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                                    ARTICLE IV
 
                                  CAPITAL STOCK
 
       4.1   ISSUANCE OF STOCK. Unless otherwise voted by the stockholders
and subject to the provisions of the Certificate of Incorporation, the whole
or any part of any unissued balance of the authorized capital stock of the
corporation or the whole or any part of any shares of the authorized capital
stock of the corporation held in the corporation's treasury may be issued,
sold, transferred or otherwise disposed of by vote of the Board of Directors
in such manner, for such lawful consideration and on such terms as the Board
of Directors may determine.
 
       4.2   CERTIFICATES OF STOCK. Every holder of stock of the corporation
shall be entitled to have a certificate, in such form as may be prescribed by
law and by the Board of Directors, certifying the number and class of shares
owned by such holder in the corporation. Each such certificate shall be
signed by, or in the name of the corporation by, the Chairman or Vice
Chairman, if any, of the Board of Directors, or the Chief Executive Officer
and the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant
Secretary of the corporation. Any or all of the signatures on the certificate
may be a facsimile.
 
       Each certificate for shares of stock which are subject to any
restriction on transfer pursuant to the Certificate of Incorporation, these
By-laws, applicable securities laws or any agreement among any number of
stockholders or among such holders and the corporation shall have
conspicuously noted on the face or back of the certificate either the full
text of the restriction or a statement of the existence of such restriction.
 
       There shall be set forth on the face or back of each certificate
representing shares of such class or series of stock of the corporation a
statement that the corporation will furnish without charge to each
stockholder who so requests a copy of the full text of the powers,
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.
 
       4.3  TRANSFERS. Except as otherwise established by rules and
regulations adopted by the Board of Directors, and subject to applicable law,
shares of stock may be transferred on the books of the corporation by the
surrender to the corporation or its transfer agent of the certificate
representing such shares properly endorsed or accompanied by a written
assignment or power of attorney properly executed, and with such proof of
authority or the authenticity of signature as the corporation or its transfer
agent may reasonably require. Except as may be otherwise required by law, by
the Certificate of Incorporation or by these By-laws, the corporation shall
be entitled to treat the record holder of stock as shown on its books as the
owner of such stock for all purposes, including the payment of dividends and
the right to vote with respect to such stock, regardless of any transfer,
pledge or other disposition of such stock until the shares have been
transferred on the books of the corporation in accordance with the
requirements of these By-laws.
 
       4.4  LOST, STOLEN OR DESTROYED CERTIFICATES. The corporation may issue
a new certificate of stock in place of any previously issued certificate
alleged to have been lost, stolen, or destroyed, upon such terms and
conditions as the Board of Directors may prescribe, including
 
 
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<Page>
 
the presentation of reasonable evidence of such loss, theft or destruction
and the giving of such indemnity as the Board of Directors may require for
the protection of the corporation or any transfer agent or registrar.
 
       4.5   RECORD DATE. The Board of Directors may fix in advance a date as a
record date for the determination of the stockholders entitled to notice of
or to vote at any meeting of stockholders, or entitled to receive payment of
any dividend or other distribution or allotment of any rights in respect of
any change, conversion or exchange of stock, or for the purpose of any other
lawful action. Such record date shall not be more than 60 nor less than 10
days before the date of such meeting, nor more than 60 days prior to any
other action to which such record date relates.
 
      If no record date is fixed, 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 before the day on which notice
is given, or, if notice is waived, at the close of business on the day before
the day on which the meeting is held. If no record date is fixed, the record
date for determining stockholders for any other purpose shall be at the close
of business on the day on which the Board of Directors adopts the resolution
relating to such purpose.
 
       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.
 
                                   ARTICLE V
 
                               GENERAL PROVISIONS
 
       5.1  FISCAL YEAR. Except as from time to time otherwise designated by
the Board of Directors, the fiscal year of the corporation shall begin on the
first day of January of each year and end on the last day of December in each
year.
 
       5.2  CORPORATE SEAL.  The corporate seal shall be in such form as
shall be approved by the Board of Directors.
 
       5.3  WAIVER OF NOTICE. Whenever notice is required to be given by law,
by the Certificate of Incorporation or by these By-laws, a written waiver
signed by the person entitled to notice, or a waiver by electronic
transmission by the person entitled to notice, whether before, at or after
the time stated in such notice, shall be deemed equivalent to notice.
Attendance of a person at a meeting shall constitute a waiver of notice of
such meeting, except when the person attends a meeting for the express
purpose of objecting at the beginning of the meeting, to the transaction of
any business because the meeting is not lawfully called or convened.
 
      5.4  VOTING OF SECURITIES. Except as the Board of Directors may
otherwise designate, the President or the Treasurer may waive notice of, and
act as, or appoint any person or persons to act as, proxy or attorney-in-fact
for this corporation (with or without power of substitution) at any meeting
of stockholders or shareholders of any other corporation or organization, the
securities of which may be held by this corporation.
 
 
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<Page>
 
      5.5  EVIDENCE OF AUTHORITY. A certificate by the Secretary, or an
Assistant Secretary, or a temporary Secretary, as to any action taken by the
stockholders, directors, a committee or any officer or representative of the
corporation shall as to all persons who rely on the certificate in good faith
be conclusive evidence of such action.
 
      5.6  CERTIFICATE OF INCORPORATION. All references in these By-laws to
the Certificate of Incorporation shall be deemed to refer to the Certificate
of Incorporation of the corporation, as amended and in effect from time to
time.
 
      5.7  TRANSACTIONS WITH INTERESTED PARTIES. No contract or transaction
between the corporation and one or more of the directors or officers, or
between the corporation and any other corporation, partnership, association,
or other organization in which one or more of the directors or officers are
directors or officers, or have a financial interest, shall be void or
voidable solely for this reason, or solely because the director or officer is
present at or participates in the meeting of the Board of Directors or a
committee of the Board of Directors at which the contract or transaction is
authorized or solely because any such director's or officer's votes are
counted for such purpose, if:
 
           (a)  The material facts as to the director's or officer's
relationship or interest and as to the contract or transaction are disclosed
or are known to the Board of Directors or the committee, and the Board or
committee in good faith authorizes the contract or transaction by the
affirmative votes of a majority of the disinterested directors, even though
the disinterested directors be less than a quorum;
 
           (b)  The material facts as to the director's or officer's
relationship or interest and as to the contract or transaction are disclosed
or are known to the stockholders entitled to vote thereon, and the contract
or transaction is specifically approved in good faith by vote of the
stockholders; or
 
           (c)  The contract or transaction is fair as to the corporation as
of the time it is authorized, approved or ratified, by the Board of
Directors, a committee of the Board of Directors, or the stockholders.
 
       Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or of a committee
which authorizes the contract or transaction.
 
       5.8  SEVERABILITY. Any determination that any provision of these
By-laws is for any reason inapplicable, illegal or ineffective shall not
affect or invalidate any other provision of these By-laws.
 
       5.9  PRONOUNS. All pronouns used in these By-laws shall be deemed to
refer to the masculine, feminine or neuter, singular or plural, as the
identity of the person or persons may require.
 
 
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<Page>
 
                                   ARTICLE VI
 
                                   AMENDMENTS
 
         These By-laws may be altered, amended or repealed, in whole or in part,
or new By-laws may be adopted by the Board of Directors or by the stockholders
as provided in the Certificate of Incorporation.