AMENDED AND RESTATED
                                     BYLAWS
                                       OF
                               NAVTEQ CORPORATION
 
                            (a Delaware corporation)
 
                                    ARTICLE I
                                     OFFICES
 
     Section 1. REGISTERED OFFICE. The registered office of the Company in the
State of Delaware shall be in the City of Wilmington, County of New Castle.
 
     Section 2. OTHER OFFICES. The Company may also have offices at such other
places, both within and without the State of Delaware as the Board of Directors
may from time to time determine or the business of the Company may require.
 
                                   ARTICLE II
                                 CORPORATE SEAL
 
     Section 3. CORPORATE SEAL. The Company may or may not have a seal and in
any event the failure to affix a corporate seal to any instrument executed by
the Company shall not affect the validity thereof. If a seal is adopted, the
seal of this Company shall consist of a die bearing the name of the company and
the inscription, "Corporate Seal-Delaware." The seal may be used by causing it
or a facsimile thereof to be impressed or affixed or reproduced or otherwise.
 
                                   ARTICLE III
                             STOCKHOLDERS' MEETINGS
 
     Section 4. PLACE OF MEETINGS. Meetings of the stockholders shall be held at
such place, either within or without the State of Delaware, as may be designated
from time to time by the Board of Directors.
 
     Section 5. ANNUAL MEETING. The annual meeting of the stockholders, for the
purpose of election of directors and for such other business as may lawfully
come before it, shall be held on such date and at such time as may be designated
from time to time by the Board of Directors, or, if not so designated, then at
10 o'clock A.M. on the second Tuesday in May in each year if not a legal
holiday, and, if a legal holiday, at the same hour and place on the next
succeeding day not a holiday.
 
     Section 6. SPECIAL MEETINGS. Except as required by law or provided in the
Certificate of Incorporation (including any certificate of designations relating
to any series of Preferred Stock), special meetings of stockholders of the
Company of any class or series for any purpose or purposes may be called only by
the Board of Directors pursuant to a resolution stating the purpose or purposes
thereof.
 
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     Section 7. NOTICE OF MEETINGS. Notice of all stockholders' meetings stating
the time, place and the purposes for which such meetings are called shall be
given by the Chairman of the Board, the President or any vice president or the
Secretary or any assistant secretary of the Company to each stockholder of
record entitled to vote at such meeting not less than ten (10) days or more than
sixty (60) days prior to the date of the meeting by written notice delivered
personally, electronically, mailed or delivered via overnight courier to each
stockholder. If delivered personally, such notice shall be deemed to be
delivered when received. If mailed or delivered via overnight courier service,
such notice shall be deemed to be delivered when deposited in the United States
Mail in a sealed envelope with postage thereon prepaid, or deposited with the
overnight courier service, as the case may be, addressed to the stockholder at
his address as it appears on the stock record books of the Company, unless he
shall have filed with the Secretary a written request that notice intended for
him be mailed to some other address, in which case it shall be mailed to the
address designated in such request. If delivered electronically, such notice
shall be sent consistent with Section 46 hereof.
 
     Notice of the time, place and purpose of any meeting of the stockholders
may be waived in writing, signed by the person entitled to notice thereof,
either before or after such meeting, and will be waived by any stockholder by
his attendance thereat in person or by proxy, except when the stockholder
attends a meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully
called or convened. Any stockholder so waiving notice of such meeting shall be
bound by the proceedings of any such meeting in all respects as if due notice
thereof had been given.
 
     Section 8. NOTICE FOR NOMINATIONS AND PROPOSALS.
 
            (a)     ANNUAL MEETINGS.
 
                    (1)    Nominations for the election of directors and
            proposals for any new business to be taken up at any annual meeting
            of stockholders may be made by the Board of Directors or, as
            provided in this bylaw, by any stockholder of the Company entitled
            to vote generally in the election of directors, subject to the
            rights of the holders of preferred stock, if applicable. For
            nominations or other business to be properly brought before an
            annual meeting by a stockholder, the stockholder must have given
            timely notice thereof in writing to the Secretary of the Company and
            such other business must otherwise be a proper matter for
            stockholder action. To be timely, a stockholder's notice with
            respect to any annual meeting must be received by the Secretary at
            the principal executive offices of the Company not later than the
            90th day nor earlier than the 120th day 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
            more than 30 days before or more than 30 days after such anniversary
            date, notice by the stockholder must be so received not earlier than
            the 120th day prior to the annual meeting and not later than the
            later of the 90th day prior to the annual meeting or the 10th day
            following the day on which public announcement of the date of the
            meeting is first made by the Company. In no event shall the public
            announcement of an adjournment or postponement of an annual meeting
            commence a new time period for the giving of a stockholder's notice
            as described above. A stockholder's
 
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            notice shall set forth (A) as to each person whom the stockholder
            proposes to nominate for election or reelection as a director, all
            information relating to such person that is required to be disclosed
            in solicitations of proxies for election of directors in an election
            contest, or is otherwise required, in each case pursuant to
            Regulation 14A under the Securities Exchange Act of 1934 ("Exchange
            Act") and Rule 14a-11 thereunder (including such person's written
            consent to being named in the proxy statement as a nominee and to
            serving as a director, if elected); (B) as to any other business
            that the stockholder proposes to bring before the meeting, a brief
            description of the business desired to be brought before the
            meeting, the reasons for conducting such business at the meeting and
            any material interest in such business of such stockholder and the
            beneficial owner, if any, on whose behalf the proposal is made; and
            (C) as to the stockholder giving the notice and the beneficial
            owner, if any, on whose behalf the nomination or proposal is made
            (1) the name and address of such stockholder, as they appear on the
            Company's books, and of such beneficial owner; (2) the class and
            number of shares of the Company which are owned beneficially and of
            record by such stockholder and such beneficial owner; and (3) a
            representation that such stockholder and beneficial owner intend to
            appear in person or by proxy at the meeting.
 
                    (2)    Notwithstanding anything in paragraph (1) of this
            Section 8(a) to the contrary, in the event that the number of
            directors to be elected to the Board of Directors of the Company at
            the annual meeting is increased pursuant to an act of the Board of
            Directors of the Company and there is no public announcement by the
            Company naming all of the nominees for director or specifying the
            size of the increased Board of Directors on or before the date which
            is 15 days before the latest date by which a stockholder may timely
            notify the Company of nominations or other business to be brought by
            a stockholder in accordance with paragraph (1) of this Section 8(a),
            a stockholder's notice required by this Section 8(a) shall also be
            considered timely, but only with respect to nominees for any new
            positions created by such increase, if it shall be received by the
            Secretary at the principal executive offices of the Company not
            later than the 15th day following the day on which such public
            announcement is first made by the Company.
 
            (b)     SPECIAL MEETINGS. Only such business shall be conducted at a
     special meeting of stockholders as shall have been brought before the
     meeting pursuant to the Company's notice of meeting. Nominations of persons
     for election to the Board of Directors may be made at a special meeting of
     stockholders at which directors are to be elected pursuant to the Company's
     notice of meeting (i) by or at the direction of the Board of Directors or
     (ii) provided that the Board of Directors has determined that directors
     shall be elected at such meeting, by any stockholder of the Company who is
     a stockholder of record at the time of giving of notice provided for in
     this bylaw, who shall be entitled to vote at the meeting and who complies
     with the notice procedures set forth in this bylaw. In the event the
     Company calls a special meeting of stockholders for the purpose of electing
     one or more directors to the Board of Directors, any such stockholder may
     nominate a person or persons (as the case may be), for election to such
     position(s) as specified in the Company's notice of meeting for inclusion
     in the stockholder's notice
 
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     required by Section 8(a) of these Amended and Restated Bylaws if such
     nomination shall be delivered to the Secretary at the principal executive
     offices of the Company not earlier than the close of business on the 120th
     day prior to such special meeting and not later than the close of business
     on the later of the 90th day prior to such special meeting or the 10th day
     following the day on which public announcement is first made of the date of
     the special meeting and of the nominees proposed by the Board of Directors
     to be elected at such meeting. In no event shall the public announcement of
     an adjournment of a special meeting commence a new time period for the
     giving of a stockholder's notice as described above.
 
            (c)     GENERAL. Only such persons who are nominated by a
     stockholder in accordance with the procedures set forth in this bylaw shall
     be eligible to serve as directors and only such business shall be conducted
     at a meeting of stockholders as shall have been brought before the meeting
     in accordance with the procedures set forth in this bylaw. Except as
     otherwise provided by law, the Certificate of Incorporation or these
     Amended and Restated Bylaws, the Chairman of the Board shall have the power
     and duty to determine whether a nomination or any business proposed to be
     brought before the meeting was made or proposed, as the case may be, in
     accordance with the procedures set forth in this bylaw and, if any proposed
     nomination or business is not in compliance with this bylaw, to declare
     that such defective proposal or nomination shall be disregarded.
 
            (d)     PUBLIC ANNOUNCEMENT. For purposes of this bylaw, "public
     announcement" shall mean disclosure in a press release reported by the Dow
     Jones News Service, Associated Press or comparable national news service or
     in a document publicly filed by the Company with the Securities and
     Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange
     Act.
 
            (e)     NON-EXCLUSIVITY. If the Company is required under Rule 14a-8
     under the Exchange Act to include a stockholder's proposal in its proxy
     statement, such stockholder shall be deemed to have given timely notice for
     purposes of this bylaw with respect to such proposal. Nothing in this bylaw
     shall be deemed to affect any rights of the holders of any series of
     Preferred Stock to elect directors.
 
     Section 9. QUORUM. At all meetings of the stockholders, except where
otherwise provided by statute, the presence, in person or by proxy duly
authorized, of the holders of a majority of the outstanding shares of stock
entitled to vote shall constitute a quorum for the transaction of business. Any
shares, the voting of which at said meeting has been enjoined, or which for any
reason cannot be lawfully voted at such meeting, shall not be counted to
determine a quorum at such meeting. In the absence of a quorum, any meeting of
the stockholders may be adjourned, from time to time, by vote of the holders of
a majority of the shares represented thereat, but no other business shall be
transacted at such meeting. The stockholders present at a duly called or
convened meeting, at which a quorum is present, may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum. Except as otherwise provided by law or
the Certificate of Incorporation, all action taken by the holders of a majority
of the voting power represented at any meeting which a quorum is present shall
be valid and binding upon the Company; PROVIDED, HOWEVER, that
 
                                       -4-
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directors shall be elected by a plurality of the votes of the shares present in
person or represented by proxy at the meeting and entitled to vote on the
election of directors. Where a separate vote by a class or classes is required,
a majority of the outstanding shares of such class or classes, present in person
or represented by proxy, shall constitute a quorum entitled to take action with
respect to that vote on that matter and, except as otherwise provided in the
Certificate of Incorporation the affirmative vote of the majority (plurality, in
the case of the election of directors) of shares of such class or classes
present in person or represented by proxy at the meeting shall be the act of
such class.
 
     Section 10. ADJOURNMENT AND NOTICE OF ADJOURNED MEETINGS. Any meeting of
the stockholders, whether annual or special, may be adjourned from time to time
by the vote of a majority of the shares, the holders of which are present either
in person or by proxy. When a meeting is adjourned to another time or place,
notice need not be given of the adjourned meeting if the time and place thereof
are announced at the meeting at which the adjournment is taken. At the adjourned
meeting, the Company may transact any business that might have been transacted
at the original meeting. If the adjournment is for more than thirty days, or if
after the adjournment a new record date is fixed for the adjourned meeting, a
notice of the adjourned meeting shall be given to each stockholder of record
entitled to vote at the meeting.
 
     Section 11. VOTING RIGHTS. For the purpose of determining those
stockholders entitled to vote at any meeting of the stockholders, except as
otherwise provided by law, only persons in whose names shares stand on the stock
records of the Company on the record date, as provided in Section 14, shall be
entitled to vote at any meeting of the stockholders. Except as may be otherwise
provided in the Certificate of Incorporation, each stockholder shall be entitled
to one vote for each share of capital stock held by such stockholder.
 
     Section 12. PROXIES. Stockholders of record who are entitled to vote may
vote at any meeting either in person or by written proxy, which shall be filed
with the secretary of the meeting before being voted. Such proxy shall entitle
the holders thereof to vote at any adjournment of such meeting, but shall not be
valid after the final adjournment thereof. No proxy shall be valid after the
expiration of eleven (11) months from the date of its execution unless the
stockholder executing it shall have specified therein the length of time it is
to continue in force, which shall be for some limited period. A proxy is
revocable by the stockholder unless it conspicuously states that it is
irrevocable and the appointment of the proxy is coupled with an interest.
 
     Section 13. JOINT OWNERS OF STOCK. If shares or other securities having
voting power stand of record in the names of two or more persons, whether
fiduciaries, members of a partnership, joint tenants, tenants in common, tenants
by the entirety, or otherwise, or if two or more persons have the same fiduciary
relationship respecting the same shares, unless the Secretary is given written
notice to the contrary and is furnished with a copy of the instrument or order
appointing them or creating the relationship wherein it is so provided, their
acts with respect to voting shall have the following effect:
 
            (a)     if only one votes, his act binds all;
 
            (b)     If more than one vote, the act of the majority so voting
     binds all;
 
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            (c)     if more than one votes, but the vote is evenly split on any
     particular matter, each faction may vote the securities in question
     proportionally, or may apply to the Delaware Court of Chancery for relief
     as provided in Section 217(b) of the Delaware General Corporation Law
     ("DGCL"). If the instrument filed with Secretary shows that any such
     tenancy is held in unequal interests, a majority or even-split for the
     purpose of this Section 13(c) shall be a majority or even-split in
     interest.
 
     Section 14. LIST OF THE STOCKHOLDERS. The Secretary shall prepare and make,
at least ten days before every meeting of the stockholders, a complete list of
the stockholders entitled to vote at said meeting, arranged in alphabetical
order, 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, during
ordinary business hours, for a period of at least ten days prior to the meeting,
either at a place within the city where the meeting is to be held, which place
shall be specified in the notice of the meeting, or, if not specified, at the
place where the meeting is to be held. The list shall be produced and kept at
the time and place of meeting during the whole time thereof, and may be
inspected by any stockholder who is present.
 
     Section 15. ACTION WITHOUT MEETING.
 
            (a)     Except as provided in the Certificate of Incorporation
     (including any certificate of designations relating to any series of
     Preferred Stock), any action required or permitted to be taken by the
     stockholders of the Company must be effected at a duly called annual or
     special meeting of such holders and may not be effected by any consent in
     writing by such holders.
 
            (b)     To the extent an action is permitted to be taken by consent
     in lieu of any annual or special meeting of the stockholders, such action
     shall be set forth in writing, stating the action to be so taken, and
     signed by the holders of outstanding stock having not less than the minimum
     number of votes that would be necessary to authorize or take action at a
     meeting at which all shares entitled to vote thereon were present and voted
     and shall be delivered to the Secretary. Delivery made to the Company's
     Secretary shall be by hand or by certified or registered mail, return
     receipt requested.
 
            (c)     Every written consent shall bear the date of signature of
     each stockholder who signs the consent, and no written consent shall be
     effective to take the corporate action referred to therein unless, within
     sixty days of the earliest dated consent delivered to the Company in the
     manner herein required, written consents signed by a sufficient number of
     stockholders to take action are delivered to the Secretary. Delivery made
     to the Company's Secretary shall be by hand or by certified or registered
     mail, return receipt requested.
 
            (d)     Prompt notice of the taking of the corporate action without
     a meeting by less than unanimous written consent shall be given to those
     stockholders who have not consented in writing. If the action which is
     consented to is such as would have required the filing of a certificate
     under any section of the DGCL if such action had been voted on
 
                                       -6-
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     by the stockholders at a meeting thereof, then the certificate filed, under
     such section shall state, in lieu of any statement required by such section
     concerning any vote of stockholders, that written notice and written
     consent have been given as provided in Section 228 of the DGCL.
 
     Section 16. ORGANIZATION; RULES OF CONDUCT. At every meeting of the
stockholders, the Chairman of the Board, or, if a Chairman has not been
appointed or is absent, the President, or, if the President is absent, the most
senior Vice President present, or in the absence of any such officer, a chairman
of the meeting chosen by a majority in interest of the stockholders entitled to
vote, present in person or by proxy, shall act as chairman. The Secretary, or,
in the absence of Secretary, an Assistant Secretary or any other person in the
absence of such officer directed to do so by the chairman of the meeting, shall
act as secretary of the meeting. The Board of Directors or the chairman of the
meeting may adopt rules and regulations for the conduct of meetings of
stockholders and may modify, repeal or replace such rule and regulations at any
time.
 
                                   ARTICLE IV
                                    DIRECTORS
 
     Section 17. NUMBER AND TERM OF OFFICE. The number of directors which shall
constitute the whole Board of Directors shall be not less than three directors
or more than fifteen directors, the exact number of directors to be determined
from time to time by resolution adopted by affirmative vote of a majority of the
Board of Directors. Each director shall hold office until the next annual
meeting and until his successor shall be elected and qualified, subject,
however, to prior death, resignation, retirement, disqualification or removal
from office. If for any cause, the directors shall not have been elected at an
annual meeting, they may be elected as soon thereafter as convenient at a
special meeting of the stockholders called for that purpose in the manner
provided in these Amended and Restated Bylaws.
 
     Section 18. POWERS. The powers of the Company shall be exercised, its
business conducted and its property controlled by the Board of Directors, except
as may be otherwise provided by statute or by the Certificate of Incorporation.
 
     Section 19. VACANCIES. Except as provided in the Certificate of
Incorporation (including any certificate of designations relating to any series
of Preferred Stock), newly created directorships resulting from any increase in
the authorized number of directors or any vacancies on the Board of Directors
resulting from death, resignation, retirement, disqualification, removal from
office or other cause may be filled only by a majority vote of the directors
then in office, though less than a quorum, and shall not be filled by the
stockholders unless there are no directors remaining on the Board of Directors.
 
     Section 20. RESIGNATION. Any director may resign at any time by delivering
his written resignation to the Secretary, such resignation to specify whether it
will be effective at a particular time, upon receipt by the Secretary or at the
pleasure of the Board of Directors. If no such specification is made, it shall
be deemed effective at the pleasure of the Board of Directors. 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 power to fill such vacancy or vacancies, the vote thereon
to take effect when such resignation or
 
                                       -7-
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resignations shall become effective, and each director so chosen shall hold
office for the unexpired portion of the term of the director whose place shall
be vacated and until a successor shall have been elected and qualified.
 
     Section 21. MEETINGS.
 
            (a)     ANNUAL MEETINGS. The annual meeting of the Board of
     Directors shall be held immediately after the annual meeting of the
     stockholders and at the place where such meeting is held. No notice of an
     annual meeting of the Board of Directors shall be necessary and such
     meeting shall be held for the purpose of electing officers and transacting
     such other business as may lawfully come before it.
 
            (b)     REGULAR MEETINGS. The Board of Directors may provide for the
     holding of regular meetings and may fix the times and places, within or
     without the State of Delaware, at which such meetings shall be held. Notice
     of regular meetings shall not be required, provided that whenever the time
     or place of regular meetings shall be fixed or changed, notice of such
     action shall be given promptly to each director who was not present at the
     meeting at which such action was taken.
 
            (c)     SPECIAL MEETINGS. Special meetings of the Board of Directors
     may be held at any time and place within or without the State of Delaware
     whenever called by the Chairman of the Board, the President, the Secretary
     or any two directors.
 
            (d)     TELEPHONE MEETINGS. Any member of the Board of Directors, or
     of any committee thereof, may participate in a meeting by means of
     conference telephone or similar communications equipment by means of which
     all persons participating in the meeting can hear each other, and
     participation in a meeting by such means shall constitute presence in
     person at such meeting.
 
            (e)     NOTICE OF MEETINGS. Notice of the date, time and place of
     all meetings of the Board of Directors shall be delivered personally,
     orally or in writing, or by telephone or telefax to each director, at least
     forty-eight hours before the meeting. Such notice may be given by the
     Secretary or by the person or persons who called a meeting. Such notice
     need not specify the purpose of the meeting. Notice of any meeting may be
     waived in writing at any time before or after the meeting and will be
     waived by any director by attendance thereat, except when the director
     attends the 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.
 
            (f)     WAIVER OF NOTICE. The transaction of all business at any
     meeting of the Board of Directors, or any committee thereof, however called
     or noticed, or wherever held, shall be as valid as though at a meeting duly
     held after regular call and notice, if a quorum be present and if, either
     before or after the meeting, each of the directors not present shall sign a
     written waiver of notice, or a consent to holding such meeting, or an
     approval of the minutes thereof. All such waivers, consents or approvals
     shall be filed with the corporate records or made a part of the minutes of
     meeting.
 
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     Section 22. QUORUM AND VOTING.
 
            (a)     QUORUM. A quorum of the Board of Directors shall consist of
     a majority of the exact number of directors fixed from time to time in
     accordance with Section 17, but not less than one. At any meeting whether a
     quorum be present or otherwise, a majority of the directors present may
     adjourn from time to time until the time fixed for the next regular meeting
     of the Board of Directors, without notice other than by announcement at the
     meeting.
 
            (b)     APPROVING VOTE. At each meeting of the Board of Directors at
     which a quorum is present, all questions and business, including, without
     limitation, adoption, amendment or repeal of these Amended and Restated
     Bylaws shall be determined by a vote of a majority of the directors
     present, unless a different vote be required by law, the Certificate of
     Incorporation, or these Amended and Restated Bylaws.
 
     Section 23. ACTION WITHOUT 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 of Directors or
committee, as the case may be, consent thereto in writing, and such writing or
writings are filed with the minutes of proceedings of the Board of Directors or
committee.
 
     Section 24. FEES AND COMPENSATION. Directors shall be entitled to such
compensation for their services as may be approved by the Board of Directors,
including, if so approved by resolution of the Board of Directors, a fixed sum
and expenses of attendance, if any, for attendance at each regular or special
meeting of the Board of Directors or any meeting of a committee of directors,
equity incentives and other compensation and incentives for their services as
directors. Nothing herein contained shall be construed to preclude any director
from serving the Company in any other capacity as an officer, agent, employee,
or otherwise and receiving compensation therefore.
 
     Section 25. COMMITTEES.
 
            (a)     EXECUTIVE COMMITTEE. The Board of Directors may, by
     resolution passed by a majority of the whole Board of Directors, appoint an
     Executive Committee to consist of one or more members of the Board of
     Directors. The Executive Committee, to the extent permitted by law and
     specifically granted by the Board of Directors, shall have and may exercise
     when the Board of Directors is not in session all powers of the Board of
     Directors in the management of the business and affairs of the Company,
     including, without limitation, the power and authority to declare a
     dividend or to authorize the issuance of stock, except such committee shall
     not have the power or authority to amend the Certificate of Incorporation,
     to adopt an agreement of merger or consolidation, to recommend to the
     stockholders the sale, lease or exchange of all or substantially all of the
     Company's property and assets, to recommend to the stockholders of the
     Company a dissolution of the Company or a revocation of a dissolution or to
     amend these Amended and Restated Bylaws.
 
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            (b)     OTHER COMMITTEES. The Board of Directors may, by resolution
     passed by a majority of the whole Board of Directors, from time to time
     appoint such other committees as may be permitted by law. Such other
     committees appointed by the Board of Directors shall consist of one or more
     members of the Board of Directors, and shall have such powers and perform
     such duties as may be prescribed by the resolution or resolutions creating
     such committees, but in no event shall such committee have the powers
     denied to the Executive Committee in these Amended and Restated Bylaws.
 
            (c)     TERM. The members of all committees of the Board of
     Directors shall serve a term coexistent with that of the Board of Directors
     which shall have appointed such committee. The Board of Directors may at
     any time increase or decrease the number of members of a committee or
     terminate the existence of a committee. The membership of a committee
     member shall terminate on the date of his death or voluntary resignation.
     The Board of Directors may at any time for any reason remove any individual
     committee member and the Board of Directors may fill any committee vacancy
     created by death, resignation, removal or increase in the number of members
     of the committee. The Board of Directors may designate one or more
     directors as alternate members of any committee, who may replace any absent
     or disqualified member at any meeting of the committee, and, in addition,
     in the absence or disqualification of any member of a committee, the member
     or members thereof present at any meeting and not disqualified from voting,
     whether or not 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.
 
            (d)     MEETINGS. Unless the Board of Directors shall otherwise
     provide, regular meetings of the Executive Committee or any other committee
     appointed pursuant to this Section 25 shall be held at such times and
     places as are determined by the Board of Directors, or by any such
     committee, and when notice thereof has been given to each member of such
     committee, no further notice of such regular meetings need be given
     thereafter. Special meetings of any such committee may be held at any place
     which has been designated from time to time by resolution of such committee
     or by written consent of all members thereof, and may be called by any
     director who is a member of such committee, upon written notice to the
     members of such committee of the time and place of such special meeting
     given in the manner provided for the giving of written notice to members of
     the Board of Directors of the time and place of special meetings of the
     Board of Directors. Notice of any special meeting of any committee may be
     waived in writing at any time before or after the meeting and will be
     waived by any director by attendance thereat, except when the director
     attends such special 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. A majority of the authorized
     number of members of any such committee shall constitute a quorum for the
     transaction of business, and the act of a majority of those present at any
     meeting at which a quorum is present shall be the act of such committee.
 
     Section 26. ORGANIZATION. At every meeting of the directors, the Chairman
of the Board, or, if a Chairman has not been appointed or is absent, the
President, or if the President is absent,
 
                                      -10-
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the most senior Vice President, or, in the absence of any such officer, a
chairman of the meeting chosen by a majority of the directors present, shall
preside over the meeting. The Secretary, or in the absence of the Secretary, an
Assistant Secretary or any other person in the absence of such officer directed
to do so by the chairman of the meeting, shall act as secretary of the meeting.
 
                                    ARTICLE V
                                    OFFICERS
 
     Section 27. OFFICERS DESIGNATED. The officers of the Company shall consist
of a Chief Executive Officer, a President, a Secretary and a Chief Financial
Officer. The Company may also have, at the discretion of the Board of Directors,
a Chairman of the Board, one or more Vice Presidents, and such other offices as
may from time to time be appointed by the Board of Directors. Officers shall be
elected by the Board of Directors, which shall consider that subject at its
first meeting after every annual meeting of the stockholders. The Board of
Directors may also appoint such other officers and agents with such powers and
duties as it shall deem necessary. The Board of Directors may assign such
additional titles to one or more of the officers as it shall deem appropriate.
Any one person may hold any number of offices of the Company at any one time
unless specifically prohibited therefrom by law. The salaries and other
compensation of the officers of the Company shall be fixed by or in the manner
designated by the Board of Directors.
 
     Section 28. TENURE AND DUTIES OF OFFICERS.
 
            (a) GENERAL. All officers shall hold office at the pleasure of the
     Board of Directors and until their successors shall have been duly elected
     and qualified, unless sooner removed. If the office of any officer becomes
     vacant for any reason, the vacancy may be filled by the Board of Directors.
 
            (b) DUTIES OF CHAIRMAN OF THE BOARD. The Chairman of the Board, when
     present, shall preside at all meetings of the stockholders and the Board of
     Directors. The Chairman of the Board shall perform the duties commonly
     incident to his office and shall also perform such other duties and have
     such other powers as the Board of Directors shall designated from time to
     time. If there is no Chief Executive Officer, the Chairman shall have the
     powers and duties prescribed in Section 28(c). If there is no President,
     the Chairman of the Board shall have the powers and duties prescribed in
     Section 28(d).
 
            (c) DUTIES OF CHIEF EXECUTIVE OFFICER. The duties of the Chief
     Executive Officer shall be those customary for such position, except as
     otherwise specified by the Board of Directors or as provided in employment
     contracts approved by the Board of Directors.
 
            (d) DUTIES OF CHIEF OPERATING OFFICER AND PRESIDENT. The duties of
     the Chief Operating Officer and President shall be those customary for such
     position, except as otherwise specified by the Board of Directors or as
     provided in employment contracts approved by the Board of Directors.
 
            (e) DUTIES OF VICE PRESIDENTS. The Vice Presidents, in the order of
     their seniority, may assume and perform the duties of the President in the
     absence or disability of the President or whenever the offices of the
     President and Chairman of the Board are vacant.
 
                                      -11-
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     Executive Vice Presidents shall be senior to Senior Vice Presidents, and
     Senior Vice Presidents shall be senior to Vice Presidents. The Vice
     Presidents shall also perform other duties commonly incident to their
     office and shall also perform such other duties and have such other powers
     as the Board of Directors or the President shall designate from time to
     time.
 
            (f) DUTIES OF SECRETARY. The Secretary shall be invited to attend
     all meetings of the stockholders and of the Board of Directors, and, if
     present, shall record all acts and proceedings thereof in the minute book
     of the Company. The Secretary shall give notice in conformity with these
     Amended and Restated Bylaws of all meetings of the stockholders, and of all
     meetings of the Board of Directors and any committee thereof requiring
     notice. The Secretary shall perform all other duties provided for in these
     Amended and Restated Bylaws and other duties commonly incident to the
     office and shall also perform such other duties and have such other powers
     as the Board of Directors shall designate from time to time. The President
     may direct any Assistant Secretary to assume and perform the duties of the
     Secretary in the absence or disability of the Secretary.
 
            (g) DUTIES OF CHIEF FINANCIAL OFFICER. The Chief Financial Officer
     shall keep or cause to be kept the books of account of the Company in a
     thorough and proper manner, and shall render statements of the financial
     affairs of the Company in such form and as often as required by the Board
     of Directors or the President. The Chief Financial Officer, subject to the
     order of the Board of Directors, shall have the custody of all funds and
     securities of the Company. The Chief Financial Officer shall perform other
     duties commonly incident to the office and shall also perform such other
     duties and have such other powers as the Board of Directors or the
     President shall designate from time to time. The President may direct any
     Assistant Chief Financial Officer to assume and perform the duties of the
     Chief Financial Officer in the absence or disability of the Chief Financial
     Officer, and each Assistant Chief Financial Officer shall perform other
     duties commonly incident to the office and shall also perform such other
     duties and have such other powers as the Board of Directors or the
     President shall designate from time to time.
 
            (h) DUTIES OF ASSISTANT SECRETARY. The Assistant Secretary, if there
     shall be such an officer, shall have all the powers, and perform all the
     duties of, the Secretary in the absence or inability of the Secretary to
     act. The Assistant Secretary shall also perform such other duties as the
     Board of Directors may from time to time prescribe.
 
     Section 29. DELEGATION OF AUTHORITY. The Board of Directors may from time
to time delegate the powers or duties of any officer to any other officer or
agent, notwithstanding any provision hereof.
 
     Section 30. RESIGNATIONS. Any officer may resign at any time by giving
written notice to the Board of Directors, the President or the Secretary. Any
such resignation shall be effective when received by the person or persons to
whom such notice is given, unless a later time is specified therein, in which
event the resignation shall become effective at such later time. Unless
otherwise specified in such notice, the acceptance of any such resignation shall
not be necessary to make it effective.
 
                                      -12-
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     Section 31. REMOVAL. Any officer may be removed from office at any time,
either with or without cause, by the vote or written consent of a majority of
the directors in office at the time, or by any committee or any superior officer
upon whom such power of removal may have been conferred by the Board of
Directors.
 
                                   ARTICLE VI
                  EXECUTION OF CORPORATE INSTRUMENTS AND VOTING
                       OF SECURITIES OWNED BY THE COMPANY
 
     Section 32. EXECUTION OF CORPORATE INSTRUMENTS. The Board of Directors may,
in its discretion, determine the method and designate the signatory officer or
officers, or other person or persons, to execute on behalf of the Company any
corporate instrument or document, or to sign on behalf of the Company the
corporate name without limitation, or to enter into contracts on behalf of the
Company, except where otherwise provided by law or these Amended and Restated
Bylaws, and such execution or signature shall be binding upon the Company.
 
     Unless otherwise specifically determined by the Board of Directors or
otherwise required by law, promissory notes, deeds of trust, mortgages and other
evidences of indebtedness of the Company, and other corporate instruments or
documents requiring the corporate seal, and certificates of shares of stock
owned by the Company, shall be executed, signed or endorsed by the Chairman of
the Board, the President or any Vice President, and by the Secretary, the Chief
Financial Officer, any Assistant Secretary or any Assistant Chief Financial
Officer. All other instruments and documents requiring the corporate signature,
but not requiring the corporate seal, may be executed as aforesaid or in such
other manner as may be directed by the Board of Directors. Any signature may be
a facsimile.
 
     All checks and drafts drawn on banks or other depositaries on funds to the
credit of the Company or in special accounts of the Company shall be signed by
such person or persons as the Board shall authorize so to do.
 
     Section 33. VOTING OF SECURITIES OWNED BY THE COMPANY. All stock and other
securities of other Companies owned or held by the Company for itself, or for
other parties in any capacity, shall be voted, and all proxies with respect
thereto shall be executed, by the person authorized so to do by resolution of
the Board of Directors, or, in the absence of such authorization, by the
Chairman of the Board, the President, any Vice President, the Secretary or the
Chief Financial Officer.
 
                                   ARTICLE VII
                                 SHARES OF STOCK
 
     Section 34. FORM AND EXECUTION OF CERTIFICATES. Certificates for the shares
of stock of the Company shall be in such form as is consistent with the
Certificate of Incorporation and applicable law. Every holder of stock in the
Company shall be entitled to have a certificate signed by or in the name of the
Company by the Chairman of the Board, the President or any Vice President and by
the Chief Financial Officer, any Assistant Chief Financial Officer, the
Secretary or any Assistant Secretary, certifying the number of shares owned by
him in the Company. Any signature on the certificate may be a facsimile. In case
any officer, transfer agent,
 
                                      -13-
<Page>
 
or registrar who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent, or registrar
before such certificate is issued, it may be issued with the same effect as if
he/she were such officer, transfer agent, or registrar at the date of issue.
Each certificate shall state upon the face or back thereof, in full or in
summary, all of the designations, preferences, limitations, restrictions on
transfer and relative rights of the shares authorized to be issued.
 
     Section 35. LOST CERTIFICATES. A new certificate or certificates shall be
issued in place of any certificate or certificates theretofore issued by the
Company alleged to have been lost, stolen, or destroyed, upon the making of an
affidavit of that fact by the person claiming the certificate of stock to be
lost, stolen, or destroyed. The Company may require, as a condition precedent to
the issuance of a new certificate or certificates, the owner of such lost,
stolen, or destroyed certificate or certificates, or his legal representative to
give the Company a surety bond in such form and amount as it may direct as
indemnity against any claim that may be made against the Company with respect to
the certificate alleged to have been lost, stolen, or destroyed.
 
     Section 36. TRANSFERS. Transfers of record of shares of stock of the
Company shall be made only upon its books upon request of the holders thereof,
in person or by attorney duly authorized, and upon the surrender of a properly
endorsed certificate or certificates for a like numbers of shares.
 
     Section 37. FIXING RECORD DATES.
 
            (a) In order that the Company may determine the stockholders
     entitled to notice of or to vote at any meeting of the stockholders or any
     adjournment thereof, the Board of Directors may fix, in advance, a record
     date, which record date shall not precede the date upon which the
     resolution fixing the record date is adopted by the Board of Directors, and
     which record date shall not be more than sixty nor less than ten days
     before the date of such meeting. If no record date is fixed by the Board of
     Directors, the record date for determining the stockholders entitled to
     notice of or to vote at a meeting of the stockholders shall be at the close
     of business on the day next preceding the day on which notice is given, or
     if notice is waived, at the close of business on the day next preceding the
     day on which the meeting is held. A determination of the stockholders of
     record entitled to notice of or to vote at a meeting of the 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.
 
            (b) In order that the Company may determine the stockholders
     entitled to consent to a corporate action in writing without a meeting, the
     Board of Directors may fix, in advance, a record date, which record date
     shall not precede the date upon which the resolution fixing the record date
     is adopted by the Board of Directors, and which date shall not be more than
     ten days after the date upon which the resolution fixing the record date is
     adopted by the Board of Directors. If no record date has been fixed by the
     Board of Directors, the record date for determining the stockholders
     entitled to consent to a corporate action in writing without a meeting,
     when no prior action by the Board of Directors is required by law, shall be
     the first date on which a signed written consent setting forth the action
     taken or proposed to be taken is delivered to the Company by
 
                                      -14-
<Page>
 
     delivery to its registered office in the State of Delaware, its principal
     place of business or an officer or agent of the Company having custody of
     the book in which proceedings of meetings of the stockholders are recorded.
     Delivery made to the Company's registered office shall be by hand or by
     certified or registered mail, return receipt requested. If no record date
     has been fixed by the Board of Directors and prior action by the Board of
     Directors is required by law, the record date for determining the
     stockholders entitled to consent to corporate action in writing without a
     meeting shall be at the close of business on the day on which the Board of
     Directors adopts the resolution taking such prior action.
 
            (c) In order that the Company may determine the stockholders
     entitled to receive payment of any dividend or other distribution or
     allotment of any rights or the stockholders entitled to exercise any rights
     in respect of any change, conversion or exchange of stock, or for the
     purpose of any other lawful action, the Board of Directors may fix, in
     advance, a record date, which record date shall not precede the date upon
     which the resolution fixing the record date is adopted, and which record
     date shall be not more than sixty days prior to such action. If no record
     date is fixed, the record date for determining the stockholders for any
     such purpose shall be at the close of business on the day on which the
     Board of Directors adopts the resolution relating thereto.
 
     Section 38. REGISTERED STOCKHOLDERS. The Company shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and shall not be
bound to recognize any equitable or other claim to or interest in such share or
shares on the part of any other person whether or not it shall have express or
other notice thereof, except as otherwise provided by the laws of Delaware.
 
                                  ARTICLE VIII
                         OTHER SECURITIES OF THE COMPANY
 
     Section 39. EXECUTION OF OTHER SECURITIES. All bonds, debentures and other
corporate securities of the Company, other than stock certificates, may be
signed by the Chairman of the Board, the President or any Vice President, or
such other person as may be authorized by the Board of Directors, and the
corporate seal impressed thereon or a facsimile of such seal imprinted thereon
and attested by the signature of the Secretary, an Assistant Secretary, the
Chief Financial Officer or an Assistant Chief Financial Officer. The signatures
of the persons signing and attesting the corporate seal on such bond, debenture
or other corporate security may be the imprinted facsimile of the signatures of
such persons. Interest coupons appertaining to any such bond, debenture or other
corporate security, authenticated by a trustee as aforesaid, shall be signed by
the Chief Financial Officer, an Assistant Chief Financial Officer or such other
person as may be authorized by the Board of Directors, or bear imprinted thereon
the facsimile signature of such person. In case any officer who shall have
signed or attested any bond, debenture or other corporate security, or whose
facsimile signature shall appear thereon or on any such interest coupon, shall
have ceased to be such officer before the bond, debenture or other corporate
security so signed or attested shall have been delivered, such bond, debenture
or other corporate security nevertheless may be adopted by the Company and
issued and delivered as though the person who signed the same or whose facsimile
signature shall have been used thereon had not ceased to be such officer of the
Company.
 
                                      -15-
<Page>
 
                                   ARTICLE IX
                                    DIVIDENDS
 
     Section 40. DECLARATION OF DIVIDENDS. Dividends upon the capital stock of
the Company, subject to any provisions of the Certificate of Incorporation, may
be declared by the Board of Directors pursuant to law at any regular or special
meeting. Dividends may be paid in cash, in property, or in shares of the capital
stock, subject to any provisions of the Certificate of Incorporation.
 
     Section 41. DIVIDEND RESERVE. Before payment of any dividend, there may be
set aside out of any funds of the Company available for dividends such sum or
sums as the Board of Directors from time to time, in their absolute discretion,
think proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the Company, or for
such other purpose as the Board of Directors shall determine is conducive to the
interests of the Company, and the Board of Directors may modify or abolish any
such reserve in the manner in which it was created.
 
                                    ARTICLE X
                                   FISCAL YEAR
 
     Section 42. FISCAL YEAR. The fiscal year of the Company shall end on the
last day of December.
 
                                   ARTICLE XI
                          INDEMNIFICATION AND INSURANCE
 
     Section 43. INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND OTHER
AGENTS. The Company shall indemnify and hold harmless, to the fullest extent
permitted by applicable law as it presently exists or may hereafter be amended,
each officer, director, employee and other agents of the Company and its
subsidiaries as set forth in the Certificate of Incorporation.
 
                                   ARTICLE XII
                        NOTICE BY ELECTRONIC TRANSMISSION
 
     Section 44. NOTICE BY ELECTRONIC TRANSMISSION.
 
            (a)     Without limiting the manner by which notice otherwise may be
     given effectively to stockholders pursuant to the DGCL, the Certificate of
     Incorporation or these Amended and Restated Bylaws, any notice to
     stockholders given by the Company under any provision of the DGCL, the
     Certificate of Incorporation or these Amended and Restated Bylaws shall be
     effective if given by a form of electronic transmission consented to by the
     stockholder to whom the notice is given. Any such consent shall be
     revocable by the stockholder by written notice to the Company. Any such
     consent shall be deemed revoked if: (a) the Company is unable to deliver by
     electronic transmission two (2) consecutive notices given by the Company in
     accordance with such consent; and (b) such inability becomes known to the
     Secretary or an assistant secretary of the Company or to the transfer
     agent, or other person responsible for the giving of notice.
 
                                      -16-
<Page>
 
     However, the inadvertent failure to treat such inability as a revocation
     shall not invalidate any meeting or other action. Any notice given pursuant
     to the preceding paragraph shall be deemed given: (i) if by facsimile
     telecommunication, when directed to a number at which the stockholder has
     consented to receive notice; (ii) if by electronic mail, when directed to
     an electronic mail address at which the stockholder has consented to
     receive notice; (iii) if by a posting on an electronic network together
     with separate notice to the stockholder of such specific posting, upon the
     later of (A) such posting and (B) the giving of such separate notice; and
     (iv) if by any other form of electronic transmission, when directed to the
     stockholder. An affidavit of the Secretary or an assistant secretary or of
     the transfer agent or other agent of the Company that the notice has been
     given by a form of electronic transmission shall, in the absence of fraud,
     be prima facie evidence of the facts stated therein.
 
            (b)     An "electronic transmission" means any form of
     communication, not directly involving the physical transmission of paper,
     that creates a record that may be retained, retrieved, and reviewed by a
     recipient thereof, and that may be directly reproduced in paper form by
     such a recipient through an automated process.
 
                                  ARTICLE XIII
 
     Section 45. (Reserved)
 
                                   ARTICLE XIV
                                     NOTICES
 
     Section 46. NOTICES.
 
            (a) NOTICE TO STOCKHOLDERS. Whenever, under any provisions of these
     Amended and Restated Bylaws, notice is required to be given to any
     stockholder, it shall be given (1) in accordance with Section 44 or (2) in
     writing, personally or timely and duly deposited in the United States mail,
     postage prepaid, and addressed to his last known post office address as
     shown by the stock record of the Company or its transfer agent.
 
            (b) NOTICE TO DIRECTORS. Any notice required to be given to any
     director may be given by the method stated in Section 21(e) except that
     such notice other than one which is delivered personally shall be sent to
     such address as such director shall have filed in writing with the
     Secretary or, in the absence of such filing, to the last known post office
     address of such director.
 
            (c) ADDRESS UNKNOWN. If no address of a stockholder or director be
     known, notice may be sent to the office of the Company required to be
     maintained pursuant to Section 2.
 
            (d) AFFIDAVIT OF MAILING. An affidavit of mailing, executed by a
     duly authorized and competent employee of the Company or its transfer agent
     appointed with respect to the class of stock affected, specifying the name
     and address or the names and addresses of the stockholder or stockholders,
     or director or directors, to whom any such notice or
 
                                      -17-
<Page>
 
     notices was or were given, and the time and method of giving the same,
     shall be conclusive evidence of the statements therein contained.
 
            (e) TIME NOTICES DEEMED GIVEN. All notices given by mail, as above
     provided, shall be deemed to have been given as at the time of mailing and
     all notices given by telegram shall be deemed to have been given as at the
     sending time recorded by the telegraph company transmitting the notices.
 
            (f) METHODS OF NOTICE. It shall not be necessary that the same
     method of giving notice be employed in respect of all notices, but one
     permissible method may be employed in respect of any one or more, and any
     other permissible method or methods may be employed in respect of any other
     or others.
 
            (g) FAILURE TO RECEIVE NOTICE. The period or limitation of time
     within which any stockholder may exercise any option or right, or enjoy any
     privilege or benefit, or be required to act, or within which any director
     may exercise any power or right, or enjoy any privilege, pursuant to any
     notice sent him in the manner above provided, shall not be affected or
     extended in any manner by the failure of such stockholder or such director
     to receive such notice.
 
            (h) NOTICE TO PERSON WITH WHOM COMMUNICATION IS UNLAWFUL. Whenever
     notice is required to be given, under any provision of law, the Certificate
     of Incorporation or these Amended and Restated Bylaws, to any person with
     whom communication is unlawful, the giving of such notice to such person
     shall not be required and there shall be no duty to apply to any
     governmental authority or agency for a license or permit to give such
     notice to such person. Any action or meeting which shall be taken or held
     without notice to any such person with whom communication is unlawful shall
     have the same force and effect as if such notice had been duly given. In
     the event that the action taken by the Company is such as to require the
     filing of a certificate under any provision of the DGCL, the certificate
     shall state, if such is the fact and if notice is required, that notice was
     given to all persons entitled to receive notice except such persons with
     whom communication is unlawful.
 
                                   ARTICLE XV
                                   AMENDMENTS
 
     Section 47. AMENDMENTS. Subject to the requirements of these Amended and
Restated Bylaws and the Certificate of Incorporation, these Amended and Restated
Bylaws may be repealed or amended or new bylaws adopted by the stockholders. In
addition to any vote of the holders of any class or series of stock of this
Company required by law and any vote provided for in the Certificate of
Incorporation, the affirmative vote of a majority of the voting power of all of
the then-outstanding shares of the capital stock of the Company entitled to vote
generally in the election of directors, voting together as a single class, shall
be required to adopt, amend or repeal any provisions of these Amended and
Restated Bylaws. The Board of Directors shall also have the authority to adopt,
amend or repeal these Amended and Restated Bylaws subject to the power of the
stockholders to adopt, amend or repeal such bylaws and PROVIDED that the Board
of
 
                                      -18-
<Page>
 
Directors shall not adopt, amend or repeal this Section 47, or any bylaws fixing
the qualifications, classifications, term of office, or compensation of
directors, or relating to vacancies in the Board of Directors.