BYLAWS
 
                                       OF
 
                              DECODE GENETICS, INC.
                            (A DELAWARE CORPORATION)
 
                     (AS AMENDED THROUGH DECEMBER 31, 1999)
 
 
 
 
<PAGE>   2
 
 
 
                                TABLE OF CONTENTS
 
<TABLE>
<S>          <C>                                                                                        <C>
ARTICLE I - OFFICES......................................................................................1
     Section 1.     Registered Office....................................................................1
     Section 2.     Other Offices........................................................................1
 
ARTICLE II - CORPORATE SEAL..............................................................................1
     Section 3.     Corporate Seal.......................................................................1
 
ARTICLE III - STOCKHOLDERS MEETINGS......................................................................1
     Section 4.     Place of Meetings....................................................................1
     Section 5.     Annual Meeting.......................................................................1
     Section 6.     Special Meetings.....................................................................3
     Section 7.     Notice of Meetings...................................................................4
     Section 8.     Quorum...............................................................................4
     Section 9.     Adjournment and Notice of Adjourned Meetings.........................................4
     Section 10.    Voting Rights........................................................................4
     Section 11.    Beneficial Owners of Stock...........................................................5
     Section 12.    List of Stockholders.................................................................5
     Section 13.    Action without Meeting...............................................................5
     Section 14.    Organization.........................................................................6
 
ARTICLE IV - DIRECTORS...................................................................................7
     Section 15.    Number and Term of Office............................................................7
     Section 16.    Powers...............................................................................7
     Section 17     Vacancies............................................................................7
     Section 18.    Registration.........................................................................7
     Section 19.    Removal..............................................................................8
     Section 20.    Meetings.............................................................................8
                    (a)    Annual Meeting................................................................8
                    (b)    Regular Meetings..............................................................8
                    (c)    Special Meetings..............................................................8
                    (d)    Telephone Meetings............................................................8
                    (e)    Notice of Meetings............................................................8
                    (f)    Waiver of Notice..............................................................8
     Section 21.    Quorum and Voting....................................................................9
     Section 22.    Action Without Meeting...............................................................9
     Section 23.    Fees and Compensation................................................................9
     Section 24.    Committees...........................................................................9
                    (a)    Executive Committee...........................................................9
                    (b)    Other Committees.............................................................10
                    (c)    Term.........................................................................10
                    (d)    Meetings.....................................................................10
     Section 25.    Organization........................................................................11
</TABLE>
 
 
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<TABLE>
<S>          <C>                                                                                        <C>
  ARTICLE V - OFFICERS..................................................................................11
     Section 26.     Officers Designated................................................................11
     Section 27.     Tenure and Duties of Officers......................................................11
                     (a)   General......................................................................11
                     (b)   Duties of Chairman of the Board of Directors.................................11
                     (c)   Duties of President..........................................................11
                     (d)   Duties of Vice President.....................................................12
                     (e)   Duties of Secretary..........................................................12
                     (f)   Duties of Chief Financial Officer or Treasurer...............................12
     Section 28.     Delegation of Authority............................................................12
     Section 29.     Resignations.......................................................................12
     Section 30.     Removal............................................................................13
 
  ARTICLE VI - EXECUTION OF CORPORATE INSTRUMENTS AND VOTING OF SECURITIES OWNED BY THE CORPORATION.....13
     Section 31.     Execution of Corporate Instruments.................................................13
     Section 32.     Voting of Securities Owned by the Corporation......................................13
 
  ARTICLE VII - SHARES OF STOCK.........................................................................14
     Section 33.     Form and Execution of Certificates.................................................14
     Section 34.     Lost Certificates..................................................................14
     Section 35.     Transfers..........................................................................14
     Section 36.     Fixing Record Dates................................................................14
     Section 37.     Registered Stockholders............................................................15
 
  ARTICLE VIII - OTHER SECURITIES OF THE CORPORATION....................................................16
     Section 38.     Execution of Other Securities......................................................16
 
  ARTICLE IX - DIVIDENDS................................................................................16
     Section 39.     Declaration of Dividends...........................................................16
     Section 40.     Dividend Reserve...................................................................16
 
   ARTICLE X - FISCAL YEAR..............................................................................17
     Section 41.     Fiscal Year........................................................................17
 
  ARTICLE XI - INDEMNIFICATION..........................................................................17
     Section 42. Indemnification of Directors, Officers, Employees and Other Agents.....................17
                     (a)   Directors and Executive Officers.............................................17
                     (b)   Other Officers, Employees and Other Agents...................................17
                     (c)   Good Faith...................................................................17
                     (d)   Expenses.....................................................................18
                     (e)   Enforcement..................................................................18
                     (f)   Non-Exclusivity of Rights....................................................19
                     (g)   Survival of Rights...........................................................19
                     (h)   Insurance....................................................................19
</TABLE>
 
 
 
 
<PAGE>   4
 
 
<TABLE>
<S>          <C>                                                                                        <C>
                     (i)   Amendments...................................................................19
                     (j)   Saving Clause................................................................19
                     (k)   Certain Definitions..........................................................19
 
  ARTICLE XII - NOTICES.................................................................................20
     Section 43. Notices................................................................................20
                     (a)   Notice to  Stockholders......................................................20
                     (b)   Notice to Directors..........................................................21
                     (c)   Address Unknown..............................................................21
                     (d)   Affidavit of Mailing.........................................................21
                     (e)   Time Notices Deemed given....................................................21
                     (f)   Methods of Ntoice............................................................21
                     (g)   Failure to Receive Notice....................................................21
                     (h)   Notice to Person with Whom Communication Is Unlawful.........................21
                     (i)   Notice to Person with Undeliverable Address..................................22
 
  ARTICLE XIII - AMENDMENTS.............................................................................22
     Section 44.     Amendments.........................................................................22
 
  ARTICLE XIV - RIGHT OF FIRST REFUSAL..................................................................22
     Section 45.     Right of First Refusal.............................................................22
 
  ARTICLE XV - LOANS TO OFFICERS........................................................................25
     Section 38.     Loans to Officers..................................................................25
</TABLE>
 
 
 
 
 
<PAGE>   5
 
 
 
 
 
                                     BYLAWS
 
                                       OF
 
                              DECODE GENETICS, INC.
                            (A DELAWARE CORPORATION)
 
 
 
 
                                    ARTICLE I
 
                                     OFFICES
 
         SECTION 1. REGISTERED OFFICE. The registered office of the corporation
in the State of Delaware shall be in the City of Wilmington, County of New
Castle.
 
         SECTION 2. OTHER OFFICES. The corporation shall also have and maintain
an office or principal place of business at such place(s), both within and
without the State of Delaware, as the Board of Directors may from time to time
determine or the business of the corporation may require.
 
                                   ARTICLE II
 
                                 CORPORATE SEAL
 
         SECTION 3. CORPORATE SEAL. The Corporate seal shall consist of a die
bearing the name of the corporation and the inscription, "Corporate
Seal-Delaware." Said 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 of the
corporation 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, or
if not so designated then at the office of the corporation required to be
maintained pursuant to Section 2 hereof.
 
         SECTION 5.        ANNUAL MEETING.
 
         (A) The annual meeting of the stockholders of the corporation, 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.
 
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<PAGE>   6
 
 
 
 
         (B) At an 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: (A) specified in
the notice of meeting (or any supplement thereto) given by or at the direction
of the Board of Directors, (B) otherwise properly brought before the meeting by
or at the direction of the Board of Directors, or (C) otherwise properly brought
before the meeting by a stockholder. For 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 corporation. To be timely, a
stockholder's notice must be delivered to or mailed and received at the
principal executive offices of the corporation not less than one hundred twenty
(120) calendar days in advance of the date of the corporation's proxy statement
released to stockholders in connection with the previous year's annual meeting
of the stockholders; provided, however, that in the event that no annual meeting
was held in the previous year or the date of the annual meeting has been changed
by more than thirty (30) days from the date contemplated at the time of the
previous year's proxy statement, notice by the stockholder to be timely must be
so received a reasonable time before the solicitation is made. A 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, (iii) the class and number of shares of the corporation which are
beneficially owned by the stockholder, (iv) any material interest of the
stockholder in such business and (v) any other information that is required to
be provided by the stockholder pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended, in his capacity as a proponent to a
stockholder proposal. Notwithstanding the foregoing, in order to include in
formation with respect to a stockholder proposal in the proxy statement and form
of proxy for a stockholder's meeting, stockholders must provide notice as
required by the regulations promulgated under the Securities and Exchange Act of
1934, as amended. Notwithstanding anything in these Bylaws to the contrary, no
business shall be conducted at any annual meeting except in accordance with the
procedures set forth in this paragraph (b). The chairman of the annual meeting
shall, if the facts warrant, determine and declare at the meeting that business
was not properly brought before the meeting and in accordance with the
provisions of this paragraph (b), and, if he should so determine, he shall so
declare at the meeting that any such business not properly brought before the
meeting shall not be transacted.
 
         (C) Only persons who are nominated in accordance with the procedures
set forth in this (c) shall be eligible for election as Directors. Nominations
of persons for election to the Board of Directors of the corporation may be made
at a meeting of stockholders by or at the direction of the Board of Directors or
by any stockholder of the corporation entitled to vote in the election of
Directors at the meeting who complies with the notice set forth in this
paragraph (c). Such nominations, other than those made by or at the direction of
the Board of Directors, shall be made pursuant to timely notice in writing to
the Secretary of the corporation in accordance with the provisions of paragraph
(b) of this Section 5. Such stockholder's notice shall set forth (i) as to each
person, if any, whom the stockholder proposes to nominate for election or
re-election as a Director: (A) the name, age, business address and residence
address of such person, (B) the principal occupation or employment of such
person, (C) the class and number of shares of the
 
 
 
 
 
 
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<PAGE>   7
 
corporation which are beneficially owned by such person, (D) a description of
all arrangements or understandings between the stockholder and each nominee and
any other person or persons (naming such person or persons) pursuant to which
the nominations are to be made by the stockholder, and (E) any other information
relating to such person that is required to be disclosed in solicitations of
proxies for election of Directors, or is otherwise required, in each case
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended
(including without limitation such person's written consent to being named in
the proxy statement, if any, as a nominee and to serving as a Director if
elected); and (ii) as to such stockholder giving notice, the information
required to be provided pursuant to paragraph (b) of this Section 5. At the
request of the Board of Directors, any person nominated by a stockholder for
election as a Director shall furnish to the Secretary of the corporation that
information required to be set forth in the stockholder's notice of nomination
which pertains to the nominee. No person shall be eligible for election as a
Director of the corporation unless nominated in accordance with the procedures
set forth in this paragraph (c). The chairman of the meeting shall, if the facts
warrant, determine and declare at the meeting that a nomination was not made in
accordance with the procedures prescribed by these Bylaws, and if he should so
determine, he shall so declare at the meeting and the defective nomination shall
be disregarded.
 
         SECTION 6.        SPECIAL MEETINGS.
 
         (A) Special meeting of the stockholders of the corporation may be
called, for any purpose or purposes, by (i) the Chairman of the Board, (ii) the
President, or (iii) the Board of Directors pursuant to a resolution adopted by a
majority of the total number of authorized directors (whether or not there exist
any vacancies in previously authorized directorships at the time any such
resolution is presented to the Board for adoption), and shall be held at such
place, on such date, and at such time as they or he shall fix; provided,
however, that following registration of any of the classes of equity securities
of the corporation pursuant to the provisions of the Securities Exchange Act of
1934, as amended, special meetings of the stockholders may only be called by the
Board of Directors pursuant to a resolution adopted by a majority of the total
number of authorized Directors.
 
         (B) If a special meeting is called by any person or persons other than
the Board of Directors, the request shall be in writing, specifying the time of
such meeting and the general nature of the business proposed to be transacted,
and shall be delivered personally or sent by registered mail or by telegraphic
or other facsimile transmission to the Chairman of the Board, the President, any
Vice President, or the Secretary of the corporation. No business may be
transacted at such special meeting otherwise than specified in such notice. The
officer receiving the request, shall cause notice to be promptly given to the
stockholders entitled to vote, in accordance with the provisions of Section 7 of
these Bylaws, that a meeting will be held not less than thirty-five (35) nor
more than sixty (60) days after the receipt of the request. If the notice is not
given within twenty (20) days after the receipt of the request, the person or
persons requesting the meeting may give the notice. Nothing contained in this
paragraphs (b) shall be construed as limiting, fixing, or affecting the time
when a meeting of stockholders called by action of the Board of Directors may be
held.
 
 
 
 
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<PAGE>   8
 
 
        SECTION 7. NOTICE OF MEETINGS. Except as otherwise provided by law or
the Certificate of Incorporation, written notice of each meeting of stockholders
shall be given not less than ten (10)(nor more than sixty (60) days before the
date of the meeting to each stockholder entitled to vote at such meeting, such
notice to specify the place, date and hour and purpose or purposes of the
meeting. Notice of the time, place and purpose of any meeting of 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 or 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. QUORUM. At all meetings of stockholders, except where
otherwise provided by statute or by the Certificate of Incorporation, or by
these Bylaws, 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 stockholders may be
adjourned, from time to time, either by the chairman of the meeting or by vote
of the holders of a majority of the shares represented thereat, but not 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,
the Certificate of Incorporation or these Bylaws, all action taken by the
holders of a majority of the voting power represented at any meeting at which a
quorum is present shall be valid and binding upon the corporation; provided,
however, that 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) 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 9. ADJOURNMENT AND NOTICE OF ADJOURNED MEETINGS. Any meeting of
stockholders, whether annual or special, may be adjourned from time to time
either by the chairman of the meeting or by the vote of a majority of the shares
represented thereat. 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 corporation may transact any business which might have been
transacted at the original meeting. If the adjournment is for more than thirty
(30) 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 10. 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 corporation on the record date, as provided in Section 12 of
these Bylaws, shall be entitled to vote at any meeting of
 
 
 
 
 
 
 
                                       4
<PAGE>   9
 
stockholders. Except as may be otherwise provided in the Certificate of
Incorporation or these Bylaws, each stockholder shall be entitled to one vote
for each share of capital stock held by such stockholder. Every person entitled
to vote or execute consents shall have the right to do so either in person or by
an agent or agents authorized by a written proxy executed by such person or his
duly authorized agent, which proxy shall be filed with the Secretary at or
before the meeting at which it is to be used. An agent so appointed need not be
a stockholder. No proxy shall be voted after three (3) years from its date of
creation unless the proxy provides for a longer period. All elections of
Directors shall be by written ballot, unless otherwise provided in the
Certificate of Incorporation.
 
          SECTION 11. BENEFICIAL OWNERS OF STOCK.
 
         (A) If shares or other securities having voting power stand of record
in the names of two (2) or more persons, whether fiduciaries, members of a
partnership, joint tenants, tenants in common, tenants by the entirety, or
otherwise, or if two (2) 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 (1) votes, his act
binds all; (b) if more than one (1) votes, the act of the majority so voting
binds all; (c) if more than one (1) 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 the General Corporation Law of Delaware, Section 217(b). If the
instrument filed with the Secretary shows that any such tenancy is held in
unequal interests, a majority or even-split for the purpose of this subsection
(c) shall be a majority or even-split in interest.
 
         (B) Persons holding stock in a fiduciary capacity shall be entitled to
vote the shares so held. Persons whose stock is pledged shall be entitled to
vote, unless in the transfer by the pledgor on the books of the corporation he
has expressly empowered the pledgee to vote thereon, in which case only the
pledgee, or his proxy, may represent such stock and vote thereon.
 
         SECTION 12. LIST OF STOCKHOLDERS. The Secretary shall prepare and make,
at least ten (10) days before every meeting of 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 (10) 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 13. ACTION WITHOUT MEETING.
 
         (A) Any action required by statute to be taken at any annual or special
meeting of the stockholders, or any action which may be taken at any annual or
special meeting of the
 
 
 
 
 
                                       5
<PAGE>   10
 
stockholders, may be taken without a meeting, without prior notice and without a
vote, if a consent or consents in writing, setting forth the action so taken,
are signed by the holders of outstanding stock having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voted.
 
        (B) Every written consent shall bear the date of signature of each
stockholder who signs the consent, and no written consent shall be effective to
take the corporate action referred to therein unless, within sixty (60) days of
the earliest dated consent delivered to the Corporation in the manner herein
required, written consents signed by a sufficient number of stockholders to take
action are delivered to the corporation by delivery to its registered office in
the State of Delaware, its principal place of business or an officer or agent of
the corporation having custody of the book in which proceedings of meetings of
stockholders are recorded. Delivery made to a corporation's registered office
shall be by hand or by certified or registered mail, return receipt requested.
 
        (C) Prompt notice of the taking of the corporate action without a
meeting by less than unanimous written consent shall be given to those stock-
holders 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 General Corporation Law of Delaware if such action had been voted on by
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 General Corporation Law of Delaware.
 
        SECTION 14.        ORGANIZATION
 
        (A) At every meeting of stockholders, the Chairman of the Board of
Directors, 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 his absence, an Assistant Secretary
directed to do so by the President, shall act as secretary of the meeting.
 
        (B) The Board of Directors of the corporation shall be entitled to make
such rules and regulations for the conduct of meetings of stockholders as it
shall deem necessary, appropriate or convenient. Subject to such rules and
regulations of the Board of Directors, if any, the chairman of the meeting 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 necessary,
appropriate or convenient for the proper conduct of the meeting, including,
without limitation, establishing an agenda or order of business for the meeting,
rules and procedures for maintaining order at the meeting and the safety of
those present, limitations on participation in such meeting to stockholders of
record of the corporation and their duly authorized and constituted proxies, and
such other persons as the chairman shall permit, restrictions on entry to the
meeting after the time fixed for the commencement thereof, limitations on the
time allotted to questions or comments by participants and regulation of the
opening and closing of the polls for
 
 
 
 
 
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<PAGE>   11
 
balloting on matters which are to be voted on by ballot. 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
rules of parliamentary procedure.
 
                                   ARTICLE IV
 
                                    DIRECTORS
 
         SECTION 15. NUMBER AND TERM OF OFFICE. The Board of Directors shall
consist of one or more members, the number thereof to be determined from time to
time by resolution of the Board of Directors. The number of authorized Directors
may be modified from time to time by amendment of this Section 15 in accordance
with the provisions of Section 44 hereof. Except as provided in Section 17, the
Directors shall be elected by the stockholders at their annual meeting in each
year and shall hold office until the next annual meeting and until their
successors shall be duly elected and qualified. Directors need not be
stockholders unless so required by the Certificate of Incorporation. 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 Bylaws. No
reduction of the authorized number of Directors shall have the effect of
removing any Director before the Director's term of office expires, unless such
removal is made pursuant to the provisions of Section 19 hereof.
 
         SECTION 16. POWERS. The powers of the corporation 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 17. VACANCIES. Unless otherwise provided in the Certificate of
Incorporation, vacancies and newly created directorships resulting from any
increase in the authorized number of Directors may be filled by a majority of
the Directors then in office, although less than a quorum, or by a sole
remaining Director, and each Director so elected shall hold office for the
unexpired portion of the term of the Director whose place shall be vacant and
until his successor shall have been duly elected and qualified. A vacancy in the
Board of Directors shall be deemed to exist under this Section 17 in the case of
the death, removal or resignation of any Director, or if the stockholders fail
at any meeting of stockholders at which Directors are to be elected (including
any meeting referred to in Section 19 below) to elect the number of Directors
then constituting the whole Board of Directors.
 
         SECTION 18. 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 resignations shall become
effective, and each Director so chosen shall hold office for the
 
 
 
 
 
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<PAGE>   12
 
unexpired portion of the term of the Director whose place shall be vacated and
until his successor shall have been duly elected and qualified.
 
         SECTION 19. REMOVAL. At a special meeting of stockholders called for
the purpose in the manner hereinabove provided, subject to any limitations
imposed by law or the Certificate of Incorporation, the Board of Directors, or
any individual Director, may be removed from office, with or without cause, and
a new Director or Directors elected by a vote of stockholders holding a majority
of the outstanding shares entitled to vote at an election of Directors.
 
         SECTION 20.       MEETINGS.
 
     (A) ANNUAL MEETINGS. The annual meeting of the Board of Directors shall be
held immediately after the annual meeting of 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. Except as hereinafter otherwise provided, regular
meetings of the Board of Directors shall be held in the office of the
corporation required to be maintained pursuant to Section 2 hereof. Unless
otherwise restricted by the Certificate of Incorporation, regular meetings of
the Board of Directors may also be held at any place within or without the State
of Delaware which has been determined by the Board of Directors.
 
     (C) SPECIAL MEETINGS. Unless otherwise restricted by the Certificate of
Incorporation, special meetings of the Board of Directors may be held at any
time and place with or without the State of Delaware whenever called by the
President or a majority of the 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. Written notice of the time and place of all special
meetings of the Board of Directors shall be given at least one (1) day before
the date 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 had 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. Neither the business to be transacted at, nor the purpose of, any
regular or special
 
 
 
 
                                       8
<PAGE>   13
 
meeting of the Board of Directors need be specified in any written waiver of
notice or consent unless so required by the Certificate of Incorporation or
these Bylaws. All such waivers, consents or approvals shall be filed with the
corporate records or made a part of the minutes of the meeting.
 
        SECTION 21.        QUORUM AND VOTING.
 
        (A) Unless the Certificate of Incorporation requires a greater number
and except with respect to indemnification questions arising under Section 42
hereof, for which a quorum shall be one-third of the exact number of Directors
fixed from time to time in accordance with Section 15 hereof, but not less than
one (1), 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 15
of these Bylaws, but not less than one (1); provided, however, 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) At each meeting of the Board of Directors at which a quorum is
present all questions and business 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 Bylaws.
 
        SECTION 22. ACTION WITHOUT MEETING. Unless otherwise restricted by the
Certificate of Incorporation or these Bylaws, 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 23. 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 and at any meeting of a committee of the Board
of Directors. Nothing herein contained shall be construed to preclude any
Director from serving the corporation in any other capacity as an officer,
agent, employee, or otherwise and receiving compensation therefor.
 
        SECTION 24.        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 (1) 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 corporation, 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
 
 
 
 
 
 
                                       9
<PAGE>   14
 
adopt an agreement of merger or consolidation, to recommend to the stockholders
the sale, lease or exchange of all or substantially all of the corporation's
property and assets, to recommend to the stockholders of the corporation a
dissolution of the corporation or a revocation of a dissolution or to amend
these Bylaws.
 
        (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 (1) 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 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, subject to the provisions of
subsections (a) or (b) of this Section 24, 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 from the committee or from the Board of Directors. 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 he or
they constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any such absent or disqualified
member.
 
        (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 24 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 determined from time to time
by such committee, 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.
 
 
 
                                       10
<PAGE>   15
 
        SECTION 25. ORGANIZATION. At every meeting of the Directors, the
Chairman of the Board of Directors, or, if a Chairman has not been appointed or
is absent, the President, or if the President is absent, 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 his absence, an Assistant Secretary directed to do so by
the President, shall act as secretary of the meeting.
 
                                    ARTICLE V
 
                                    OFFICERS
 
         SECTION 26. OFFICERS DESIGNATED. The officers of the corporation shall
be the President, one or more Vice Presidents, the Secretary, the Chief
Financial Officer and the Treasurer, all of whom shall be elected at the annual
organizational meeting of the Board of Directors. The order of the seniority of
the Vice Presidents shall be in the order of their nomination, unless otherwise
determined by the Board of Directors. The Board of Directors may also appoint a
Chairman of the Board of Directors, one or more Assistant Secretaries, Assistant
Treasurers, and 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 corporation at any one time unless
specifically prohibited therefrom by law. The salaries and other compensation of
the officers of the corporation shall be fixed by or in the manner designated by
the Board of Directors.
 
        SECTION 27.        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. Any officer elected or appointed by the Board
of Directors may be removed at any time by the Board of Directors. 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 OF DIRECTORS. The Chairman of the
Board of Directors, when present, shall preside at all meetings of the
stockholders and the Board of Directors. The Chairman of the Board of Directors
shall perform other duties commonly incident to his office and shall also
perform such other duties and have such other powers as the Board of Directors
shall designate from time to time. If there is no President, then the Chairman
of the Board of Directors shall also serve as the Chief Executive Officer of the
corporation and shall have the powers and duties prescribed in paragraph (c) of
this Section 27.
 
        (C) DUTIES OF PRESIDENT. The President shall preside at all meetings of
the stockholders and at all meetings of the Board of Directors, unless the
Chairman of the Board of Directors has been appointed and is present. The
President shall be the Chief Executive Officer of the corporation and shall,
subject to the control of the Board of Directors, have general supervision,
direction and control of the business and officers of the corporation. The
President
 
 
 
 
                                       11
<PAGE>   16
 
shall perform other duties commonly incident to his office and shall also
perform such other duties and have such other powers as the Board of Directors
shall designate from time to time.
 
         (D) DUTIES OF VICE PRESIDENT. The Vice President, 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 office of President is vacant. The
Vice President shall 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.
 
         (E) DUTIES OF SECRETARY. The Secretary shall attend all meetings of the
stockholders and the Board of Directors, and shall record all acts and
proceedings thereof in the minute book of the corporation. The Secretary shall
give notice in conformity with these 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 given him in
these Bylaws and other duties commonly incident to his 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, and each Assistant Secretary shall perform other
duties commonly incident to his 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 CHIEF FINANCIAL OFFICER OR TREASURER. The Chief Financial
Officer or Treasurer shall keep or cause to be kept the books of account of the
corporation a thorough and proper manner, and shall render statements of the
financial affairs of the corporation in such form and as often as required by
the Board of Directors or the President. The Chief Financial Officer or
Treasurer, subject to the order of the Board of Directors, shall have the
custody of all funds and securities of the corporation. The Chief Financial
Officer or Treasurer shall perform other duties commonly incident to his 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 Treasurer to assume and perform the duties of the Chief
Financial Officer or Treasurer in the absence or disability of the Chief
Financial Officer or Treasurer, and each Assistant Treasurer shall perform other
duties commonly incident to his 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.
 
         SECTION 28. 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 29. RESIGNATIONS. Any officers may resign at any time by giving
written notice to the Board of Directors or to the President or to 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. Any resignation shall
be without prejudice to the rights, if any, of the corporation under any
contract with the resigning officer.
 
 
 
 
                                       12
<PAGE>   17
 
 
        SECTION 30. 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 superior officers
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 CORPORATION
 
        SECTION 31. 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 corporation
any corporate instrument or document, or to sign on behalf of the corporation
the corporate name without limitation, or to enter into contracts on behalf of
the corporation, except where otherwise provided by law or these Bylaws, and
such execution or signature shall be binding upon the corporation.
 
        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 corporation, and other corporate instruments or
documents requiring the corporate seal, and certificates of shares of stock
owned by the corporation, shall be executed, signed or endorsed by the Chairman
of the Board of Directors, or the President or any Vice President, and by the
Secretary or Chief Financial Officer or Treasurer or any Assistant Secretary or
Assistant Treasurer. 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.
 
        All checks and drafts drawn on banks or other depositaries on funds to
the credit of the corporation or in special accounts of the corporation shall be
signed by such person or persons as the Board of Directors shall authorize so to
do.
 
        Unless authorized or ratified by the Board of Directors or within the
agency power of an officer, no officer, agent or employee shall have any power
or authority to bind the corporation by any contract or engagement or to pledge
its credit or to render it liable for any purpose or for any amount.
 
        SECTION 32. VOTING OF SECURITIES OWNED BY THE CORPORATION. All stock and
other securities of other corporations owned or held by the corporation 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 of Directors, the President, or any Vice President.
 
 
 
                                       13
<PAGE>   18
 
 
 
 
                                   ARTICLE VII
 
                                 SHARES OF STOCK
 
        SECTION 33. FORM AND EXECUTION OF CERTIFICATES. Certificates for the
shares of stock of the corporation shall be in such form as is consistent with
the Certificate of Incorporation and applicable law. Every holder of stock in
the corporation shall be entitled to have a certificate signed by or in the name
of the corporation by the Chairman of the Board of Directors, or the President
or any Vice President and by the Treasurer or Assistant Treasurer or the
Secretary or Assistant Secretary, certifying the number of shares owned by him
in the corporation. Any or all signatures on the certificate may be a facsimile.
In case any officer, transfer agent, or registrar who has signed or whose
facsimile signature has been placed upon a certificate shall have ceased to be
such officer, transfer agent, or registrar before such certificate is issued, it
may be issued with the same effect as if he were such officer, transfer agent,
or registrar at the date of issue.
 
        SECTION 34. LOST CERTIFICATES. A new certificate or certificates shall
be issued in place of any certificate or certificates theretofore issued by the
corporation 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 corporation 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 advertise the same in such manner as it shall require or to
give the corporation a surety bond in such form and amount as it may direct as
indemnity against any claim that may be made against the corporation with
respect to the certificate alleged to have been lost, stolen, or destroyed.
 
        SECTION 35. TRANSFERS.
 
        (A) Transfers of record of shares of stock of the corporation shall be
made only upon its books by the holders thereof, in person or by attorney duly
authorized and upon the surrender of a properly endorsed certificate or
certificates for a like number of shares.
 
        (B) The corporation shall have power to enter into and perform any
agreement with any number of stockholders of any one or more classes of stock of
the corporation to restrict the transfer of shares of stock of the corporation
of any one or more classes owned by such stockholders in any manner not
prohibited by the General Corporation Law of Delaware.
 
        SECTION 36. FIXING RECORD DATES.
 
        (A) In order that the Corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, 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 (60) nor less than ten (10) days before the date of
such meeting. If no record date is fixed by the Board of Directors, the record
date for determining stockholders entitled to notice of or to vote at a meeting
of stockholders shall be at the close of
 
 
 
 
 
                                       14
<PAGE>   19
 
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 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.
 
         (B) In order that the Corporation may determine the stockholders
entitled to consent to corporate action in writing without a meeting, the Board
of Directors may fix, in advance, 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 (10) 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 stockholders entitled to consent to 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
Corporation by delivery to its registered office in the State of Delaware, its
principal place of business or an officer or agent of the Corporation having
custody of the book in which proceedings of meetings of stockholders are
recorded. Delivery made to a Corporation'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 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 corporation may determine the stockholders
entitled to receive payment of any dividend or 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 (60) days prior
to such action. If no record date is fixed, the record date for determining
stockholders for any such purpose shall be at the close of business on the day
on which the Board of Directors adopts the resolution relating thereto.
 
         SECTION 37. REGISTERED STOCKHOLDERS. The corporation 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.
 
 
 
                                       15
<PAGE>   20
 
 
 
 
                                  ARTICLE VIII
 
                       OTHER SECURITIES OF THE CORPORATION
 
         SECTION 38. EXECUTION OF OTHER SECURITIES. All bonds, debentures and
other corporate securities of the corporation, other than stock certificates
(covered in Section 33), may be signed by the Chairman of the Board of
Directors, 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 or an Assistant Secretary, or the Chief Financial Officer or
Treasurer or an Assistant Treasurer; provided, however, that where any such
bond, debenture or other corporate security shall be authenticated by the manual
signature of a trustee under an indenture pursuant to which such bond, debenture
or other corporate security shall be issued, 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 Treasurer or an Assistant Treasurer of the corporation 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 corporation 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
corporation.
 
                                   ARTICLE IX
 
                                    DIVIDENDS
 
         SECTION 39. DECLARATION OF DIVIDENDS. Dividends upon the capital stock
of the corporation, subject to the provisions of the Certificate of
Incorporation, if any, 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 the provisions of the Certificate
of Incorporation.
 
         SECTION 40. DIVIDEND RESERVE. Before payment of any dividend, there may
be set aside out of any funds of the corporation available for dividends such
sum or sums as the Board of Directors 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
corporation, or for such other purpose as the Board of Directors shall think
conducive to the interests of the corporation, and the Board of Directors may
modify or abolish any such reserve in the manner in which it was created.
 
 
 
                                       16
<PAGE>   21
 
 
 
 
                                    ARTICLE X
 
                                   FISCAL YEAR
 
         SECTION 41. FISCAL YEAR. The fiscal year of the corporation shall be
fixed by resolution of the Board of Directors.
 
 
                                   ARTICLE XI
 
                                 INDEMNIFICATION
 
 
         SECTION 42. INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER
AGENTS.
 
     (A) DIRECTORS AND EXECUTIVE OFFICERS. The corporation shall indemnify its
Directors and executive officers to the fullest extent not prohibited by the
Delaware General Corporation Law; provided, however, that the corporation may
limit the extent of such indemnification by individual contracts with its
Directors and executive officers; and, provided, further, that the corporation
shall not be required to indemnify any Director or executive officer in
connection with any proceeding (or part thereof) initiated by such person or any
proceeding by such person against the corporation or its Directors, officers,
employees or other agents unless (i) such indemnification is expressly required
to be made by law, (ii) the proceeding was authorized by the Board of Directors
of the corporation or (iii) such indemnification is provided by the corporation,
in its sole discretion, pursuant to the powers vested in the corporation under
the Delaware General Corporation Law.
 
     (B) OTHER OFFICERS, EMPLOYEES AND OTHER AGENTS. The corporation shall have
power to indemnify its other officers, employees and other agents as set forth
in the Delaware General Corporation Law.
 
     (C) GOOD FAITH.
 
         (1) For purpose of any determination under this Bylaw, a Director or
             executive officer shall be deemed to have acted in good faith and
             in a manner he reasonably believed to be in or not opposed to best
             interests of the corporation, and, with respect to any criminal
             action or proceeding, to have had no reasonable cause to believe
             that his conduct was unlawful, if his action is based on
             information, opinions, reports and statements, including financial
             statements and other financial data, in each case prepared or
             presented by:
 
             (I) One or more officers or employees of the corporation whom the
                 Director or executive officer believed to be reliable and
                 competent in the matters presented;
 
 
 
                                       17
<PAGE>   22
 
 
             (II)  Counsel, independent accountants or other persons as to
                   matters which the Director or executive officer believed to
                   be within such person's professional competence; and
 
             (III) With respect to a Director, a committee of the Board upon
                   which such Director does not serve, as to matters within such
                   Committee's designated authority, which committee the
                   Director believes to merit confidence; so long as, in each
                   case, the Director or executive officer acts without
                   knowledge that would cause such reliance to be unwarranted.
 
         (2) The termination of any proceeding by judgment, order, settlement,
             conviction or upon a plea of nolo contendere or its equivalent
             shall not, of itself, create a presumption that the person did not
             act in good faith and in a manner which he reasonably believed to
             be in or not opposed to the best interests of the corporation, and,
             with respect to any criminal proceeding, that he had reasonable
             cause to believe that his conduct was unlawful.
 
         (3) The provisions of this paragraph (c) shall not be deemed to be
             exclusive or to limit in any way the circumstances in which a
             person may be deemed to have met the applicable standard of conduct
             set forth by the Delaware General Corporation Law.
 
     (D) EXPENSES. The corporation shall advance, prior to the final disposition
of any proceeding, promptly following request therefor, all expenses incurred by
any Director or executive officer in connection with such proceeding upon
receipt of an undertaking by or on behalf of such person to repay said amounts
if it should be determined ultimately that such person is not entitled to be
indemnified under this Bylaw or otherwise.
 
     Notwithstanding the foregoing, unless otherwise determined pursuant to
paragraph (e) of this Bylaw, no advance shall be made by the corporation if a
determination is reasonably and promptly made (1) by the Board of Directors by a
majority vote of a quorum consisting of Directors who were not parties to the
proceeding, or (2) if such quorum is not obtainable, or, even if obtainable, a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion, that the facts known to the decision making party at the time
such determination is made demonstrate clearly and convincingly that such person
acted in bad faith or in a manner that such person did not believe to be in or
not opposed to the best interests of the corporation.
 
     (E) ENFORCEMENT. Without the necessity of entering into an express
contract, all rights to indemnification and advances to Directors and executive
officers under this Bylaw shall be deemed to be contractual rights and be
effective to the same extent and as if provided for in a contract between the
corporation and the Director or executive officer. Any right to indemnification
or advances granted by this Bylaw to a Director or executive officer shall be
enforceable by or on behalf of the person holding such right in any court of
competent jurisdiction if (i) the claim for indemnification or advances is
denied, in whole or in part, or (ii) no disposition of such claim is made within
ninety (90) days of request therefor. The claimant in such enforcement action,
if successful in whole or in part, shall be entitled to be paid also the
 
 
 
 
                                       18
<PAGE>   23
 
expense of prosecuting his claim. The corporation shall be entitled to raise as
a defense to any such action that the claimant has not met the standards of
conduct that make it permissible under the Delaware General Corporation Law for
the corporation (including its Board of Directors), independent legal counsel or
its stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he has met the applicable standard of conduct set forth in the Delaware
General Corporation Law, nor an actual determination by the corporation
(including its Board of Directors, independent legal counsel or its
stockholders) that the claimant has not met such applicable standard of conduct,
shall be a defense to the action or create a presumption that claimant has not
met the applicable standard of conduct.
 
   (F) NON-EXCLUSIVITY OF RIGHTS. The rights conferred to any person by this
Bylaw shall not be exclusive of any other right which such person may have or
hereafter acquire under any statute, provision of the Certificate of
Incorporation, Bylaws, agreement, vote of stockholders or disinterested
Directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding office. The corporation is specifically
authorized to enter into individual contracts with any or all of its Directors,
officers, employees or agents respecting indemnification and advances, to the
fullest extent not prohibited by the Delaware General Corporation Law.
 
   (G) SURVIVAL OF RIGHTS. The rights conferred to any person by this Bylaw
shall continue as to a person who has ceased to be a Director, officer, employee
or other agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.
 
   (H) INSURANCE. To the fullest extent permitted by the Delaware General
Corporation Law, the corporation, upon approval by the Board of Directors, may
purchase insurance on behalf of any person required or permitted to be
indemnified pursuant to this Bylaw.
 
   (I) AMENDMENTS. Any repeal or modification of this Bylaw shall only be
prospective and shall not affect the rights under this Bylaw in effect at the
time of the alleged occurrence of any action or omission to act that is the
cause of any proceeding against any agent of the corporation.
 
   (J) SAVING CLAUSE. If this Bylaw or any portion hereof shall be invalidated
on any ground by any court of competent jurisdiction, then the corporation shall
nevertheless indemnify each Director and executive officer to the full extent
not prohibited by any applicable portion of this Bylaw that shall not have been
invalidated, or by any other applicable law.
 
   (K) CERTAIN DEFINITIONS.  For the purposes of this Bylaw, the following
definitions shall apply:
 
       (1)     The term "PROCEEDING" shall be broadly construed and shall
   include, without limitation, the investigation, preparation, prosecution,
   defense, settlement, arbitration and appeal of, and the giving of testimony
   in, any threatened, pending or
 
 
 
 
                                       19
<PAGE>   24
   completed action, suit or proceeding, whether civil, criminal, administrative
   or investigative.
 
       (2) The term "EXPENSES" shall be broadly construed and shall include,
   without limitation, court costs, attorneys' fees, witness fees, fines,
   amounts paid in settlement or judgment and any other costs and expenses of
   any nature or kind incurred in connection with any proceeding.
 
       (3) The term the "CORPORATION" shall include, in addition to the
   resulting corporation, any constituent corporation (including any constituent
   of a constituent) absorbed in a consolidation or merger which, if its
   separate existence had continued, would have had power and authority to
   indemnify its directors, officers, and employees or agents, so that any
   person who is or was a director, officer, employee or agent of such
   constituent corporation, or is or was serving at the request of such
   constituent corporation as a director, officer, employee or agent of another
   corporation, partnership joint venture, trust or other enterprise, shall
   stand in the same position under the provisions of this Bylaw with respect to
   the resulting or surviving corporation as he would have with respect to such
   constituent corporation if its separate existence had continued.
 
       (4) Reference to a "director," "officer," "employee," or "agent" of the
   corporation shall include, without limitation, situations where such person
   is serving at the request of the corporation as a director, officer,
   employee, trustee or agent of another corporation, partnership, joint
   venture, trust or other enterprise.
 
       (5) Reference to "other enterprises" shall include employee benefit
   plans; reference to "fines" shall include any excise taxes assessed on a
   person with respect to an employee benefit plan; and references to "serving
   at the request of the corporation" shall include any service as a director,
   officer, employee or agent of the corporation which imposes duties on, or
   involves services by, such director, officer, employee, or agent with respect
   to an employee benefit plan, its participants, or beneficiaries; and a person
   who acted in good faith and in a manner he reasonably believed to be in the
   interest of the participants and beneficiaries of an employee benefit plan
   shall be deemed to have acted in a manner "not opposed to the best interests
   of the corporation" as referred to in this Bylaw.
 
                                   ARTICLE XII
 
                                     NOTICES
 
   SECTION 43. NOTICES.
 
   (A) NOTICE TO STOCKHOLDERS. Whenever, under any provisions of these Bylaws,
notice is required to be given to any stockholder, it shall be given in writing,
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 corporation or its transfer agent.
 
 
 
 
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<PAGE>   25
 
         (B) NOTICE TO DIRECTORS. Any notice required to be given to any
Director may be given by the method stated in subsection (a), or by facsimile,
telex or telegram, 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 corporation required to be
maintained pursuant to Section 2 hereof.
 
         (D) AFFIDAVIT OF MAILING. An affidavit of mailing, executed by a duly
authorized and competent employee of the corporation 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 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 facsimile, telex or telegram shall be deemed to have been given
as of the sending time recorded at time of transmission.
 
         (F) METHODS OF NOTICE. It shall not be necessary that the same method
of giving notice be employed in respect to all Directors, but one permissible
method may be employed in respect to 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 rights, 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 or of the Certificate
of Incorporation or Bylaws of the corporation, 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 corporation is
such as to require the filing of a certificate under any provision of the
Delaware General Corporation Law, 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.
 
 
 
 
                                       21
<PAGE>   26
 
 
         (I) NOTICE TO PERSON WITH UNDELIVERABLE ADDRESS. Whenever notice is
required to be given, under any provision of law or the Certificate of
Incorporation or Bylaws of the corporation, to any stockholder to whom (i)
notice of two consecutive annual meetings, and all notices of meetings or of the
taking of action by written consent without a meeting to such person during the
period between such two consecutive annual meetings, or (ii) all, and at least
two, payments (if sent by first class mail) of dividends or interest on
securities during a twelve month period, have been mailed addressed to such
person at his address as shown on the records of the Corporation and have been
returned undeliverable, the giving of such notice to such person all not be
required. Any action or meeting which shall be taken or held without notice to
such person shall have the same force and effect as if such notice had been duly
given. If any such person shall deliver to the corporation a written notice
setting forth his then current address, the requirement that notice be given to
such person shall be reinstated. In the event that the action taken by the
corporation is such as to require the filing of a certificate under any
provision of the Delaware General Corporation Law, the certificate need not
state that notice was not given to persons to whom notice was not required to be
given pursuant to this paragraph.
 
                                  ARTICLE XIII
 
                                   AMENDMENTS
 
         SECTION 44. AMENDMENTS. Except as otherwise set forth in paragraph (i)
of Section 42 of these Bylaws, these Bylaws may be amended or repealed and new
Bylaws adopted by the stockholders entitled to vote. The Board of Directors
shall also have the power, if such power is conferred upon the Board of
Directors by the Certificate of Incorporation, to adopt, amend or repeal Bylaws
(including, without limitation, the amendment of any Bylaw setting forth the
number of Directors who shall constitute the whole Board of Directors).
 
                                   ARTICLE XIV
 
                             RIGHT OF FIRST REFUSAL
 
         SECTION 45. RIGHT OF FIRST REFUSAL. No holder of the corporation's
common stock shall sell, assign, pledge, or in any manner transfer any of the
shares of common stock of the corporation or any right or interest therein,
whether voluntarily or by operation of law, or by gift or otherwise, except by a
transfer which meets the requirements hereinafter set forth in this Bylaw:
 
         (A) If the stockholder receives from anyone a bona fide offer
acceptable to the stockholder to purchase any of his shares of stock, then the
stockholder shall first give written notice thereof to the corporation. The
notice shall name the proposed transferee and state the number of shares to be
transferred, the price per share and all other terms and conditions of the
offer.
 
         (B) For fifteen (15) days following receipt of such notice, the
corporation shall have the option to purchase all or any lesser part of the
shares specified in the notice at the price and upon the terms set forth in such
bona fide offer. In the event the corporation elects to
 
 
 
 
 
                                       22
<PAGE>   27
 
purchase all the shares, it shall give written notice to the selling stockholder
of its election and settlement for said shares be made as provided below in
paragraph (c).
 
         (C) In the event the corporation elects to acquire any of the shares of
the selling stockholder as specified in said selling stockholder's notice, the
Secretary of the corporation shall so notify the selling stockholder and
settlement thereof shall be made in cash within thirty (30) days after the
Secretary of the corporation receives said selling stockholder's notice;
provided that if the terms of payment set forth in said selling stockholder's
notice were other than cash against delivery, the corporation and/or its other
stockholders shall pay for said shares on the same terms and conditions set
forth in said selling stockholder's notice.
 
         (D) In the event the corporation does not elect to acquire all of the
shares specified in the selling stockholder's notice, said selling stockholder
may, within the sixty-day period following the expiration of the option rights
granted to the corporation and other stockholders herein, sell elsewhere the
shares specified in said selling stockholder's notice which were not acquired by
the corporation and/or its other stockholders, in accordance with the provisions
of paragraph (d) of this bylaw, provided that said sale shall not be on terms
and conditions more favorable to the purchaser than those contained in the bona
fide offer set forth in said selling stockholder's notice. All shares so sold by
said selling stockholder shall continue to be subject to the provisions of this
Bylaw in the same manner as before said transfer.
 
         (E) Anything to the contrary contained herein notwithstanding, the
following transactions shall be exempt from the provisions of this Bylaw:
 
                (1)   A stockholder's transfer of any or all shares held either
                      during such stockholder's lifetime or on death by will or
                      intestacy to such stockholder's immediate family.
                      "Immediate family" as used herein shall mean spouse,
                      lineal descendant, father, mother, brother, or sister of
                      the stockholder making such transfer and shall include any
                      trust established primarily for the benefit of the
                      stockholder or his immediate family.
 
                (2)   A stockholder's bona fide pledge or mortgage of any shares
                      with a commercial lending institution, provided that any
                      subsequent transfer of said shares by said institution
                      shall be conducted in the manner set forth in this Section
                      45.
 
                (3)   A stockholder's transfer of any or all of such
                      stockholder's shares to the corporation or to any other
                      stockholder of the corporation.
 
                (4)   A stockholder's transfer of any or all of such
                      stockholder's shares to a person who, at the time of such
                      transfer, is an officer or director of the corporation.
 
                (5)   A corporate stockholder's transfer of any or all of its
                      shares pursuant to and in accordance with the terms of any
                      merger, consolidation, reclassification of shares or
                      capital reorganization of the corporate stockholder, or
                      pursuant to a sale of all or substantially all of the
                      stock or assets of a corporate stockholder.
 
 
 
 
                                       23
<PAGE>   28
 
 
         (6) A corporate stockholder's transfer of any or all of its shares to
             any or all of its stockholders.
 
         (7) A transfer by a stockholder which is a limited or general
             partnership to any or all of its partners.
 
             In any such case, the transferee, assignee, or other recipient
             shall receive and hold such stock to the provisions of this Bylaw,
             and there shall be no further transfer of such stock except in
             accordance with this Bylaw.
 
     (F) The provisions of this Section 45 may be waived with respect to any
transfer either by the corporation, upon duly authorized action of its Board of
Directors, or by the stockholders, upon the express written consent of the
owners of a majority of the voting power of the corporation (excluding the votes
represented by those shares to be sold by the selling stockholder). This Section
45 may be amended or repealed either by a duly authorized action of the Board of
Directors or by the stockholders, upon the express vote or written consent of
the owners of a majority of the voting power of the corporation.
 
     (G) Any sale or transfer, or purported sale or transfer, of securities of
the corporation shall be null and void unless the terms, conditions, and
provisions of this Bylaw are strictly observed and followed.
 
     (H) The foregoing right of first refusal shall terminate on either of the
following dates, whichever shall first occur:
 
         (1) On August 31, 2006; or
 
         (2) Upon the date securities of the corporation are first offered to
             the public pursuant to a registration statement filed with, and
             declared effective by, the United States Securities and Exchange
             Commission under the Securities act of 1933, as amended.
 
     (I) The certificates representing shares of common stock of the corporation
shall bear on their face the following legend so long as the foregoing right of
first refusal remains in effect:
 
             "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A RIGHT
             OF FIRST REFUSAL OPTION IN FAVOR OF THE CORPORATION, AS PROVIDED IN
             THE BYLAWS OF THE CORPORATION."
 
 
 
 
 
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<PAGE>   29
 
 
 
 
                                   ARTICLE XV
 
                                LOANS TO OFFICERS
 
         SECTION 46. LOANS TO OFFICERS. The corporation may lend money to, or
guarantee any obligation of, or otherwise assist any officer or other employee
of the corporation or of its subsidiaries, including any officer or employee who
is a Director of the corporation or its subsidiaries, whenever, is the judgment
of the Board of Directors, such loan, guarantee or assistance may be with or
without interest and may be unsecured, or secured in such manner as the Board of
Directors shall approve, including, without limitation, a pledge of shares of
stock of the corporation. Nothing in this Section 46 shall be deemed to deny,
limit or restrict the powers of guaranty or warranty of the corporation at
common law or under any statute.