AMENDED AND RESTATED
 
 
                                     BYLAWS
 
                                       OF
 
                                PRA INTERNATIONAL
                            (A DELAWARE CORPORATION)
 
<PAGE>
                              AMENDED AND RESTATED
 
                                     BYLAWS
 
                                       OF
 
                               PRA INTERNATIONAL
                            (A DELAWARE CORPORATION)
 
                                   ARTICLE I
 
                                     OFFICES
 
        SECTION 1. REGISTERED OFFICE. The registered office of PRA International
(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 as may be fixed by the
Board of Directors, and may also have offices at such other places, both within
and without the State of Delaware, as the Board of Directors may from time to
time determine or the business of the Corporation may require.
 
                                   ARTICLE II
 
                                 CORPORATE SEAL
 
        SECTION 1. CORPORATE SEAL. The Board of Directors may adopt a corporate
seal. The corporate seal shall consist of a die bearing the name of the
Corporation, the year of its organization, 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 1. LOCATION OF MEETINGS. Meetings of stockholders shall be held
at any place within or outside the State of Delaware designated by the Board of
Directors. In the absence of any such designation, stockholders' meetings shall
be held at the principal executive office of the Corporation.
 
        SECTION 2. NOTICE OF STOCKHOLDERS' MEETINGS. Whenever stockholders are
required or permitted to take any action at a meeting, a written notice of the
meeting shall be given, which notice shall state the place, date and hour of the
meeting, and, in the case of a special meeting, the purpose or purposes for
which the meeting is called. The written notice of any meeting shall be given to
each stockholder entitled to vote at such meeting not less than ten nor more
than sixty
 
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days before the date of the meeting. If mailed, notice is given when
deposited in the United States mail, postage prepaid, directed to the
stockholder at his address as it appears on the records of the Corporation.
 
        SECTION 3. ANNUAL MEETINGS OF STOCKHOLDERS.
 
                (a) The annual meeting of stockholders shall be held each year
on a date and a time designated by the Board of Directors. At each annual
meeting directors shall be elected and only such other business shall be
conducted as shall have been properly brought before the meeting. To be properly
brought before an annual meeting, business (including the nominations of persons
for election to the Board of Directors of the Corporation and any other business
to be considered by the stockholders) must be (i) specified in the notice of
meeting (or any supplement thereto) given by or at the direction of the Board of
Directors, (ii) otherwise brought before the meeting by or at the direction of
the Board of Directors or (iii) otherwise properly brought before the meeting by
any stockholder of the Corporation.
 
                (b) For nominations or other business to be properly brought
before an annual meeting by a stockholder pursuant to clause (iii) of paragraph
(a) of this Section 3, the stockholder must have given timely notice thereof in
writing to the Secretary of the Corporation and such other business must
otherwise be a proper matter for stockholder action. To be timely, a
stockholder's notice (a "Stockholder Notice") shall be delivered to or mailed
and received at the principal executive offices of the Corporation not later
than the close of business on the ninetieth day nor earlier than the close of
business on the one hundred twentieth day prior to the first anniversary of the
preceding year's annual meeting (provided, however, that in the event that the
date of the annual meeting is more than thirty days before or more than seventy
days after such anniversary date, the Stockholder Notice must be so delivered
not earlier than the close of business on the one hundred twentieth day prior to
such annual meeting and not later than the close of business on the later of the
ninetieth day prior to such annual meeting or the tenth day following the day on
which public announcement of the date of such meeting is first made by the
Corporation). In no event shall the public announcement of an adjournment or
postponement of an annual meeting commence a new time period (or extend any time
period) for the giving of a Stockholder Notice as described above. Such
Stockholder Notice shall set forth: (i) as to each person whom the stockholder
proposes to nominate for election or reelection as a director all information
relating to such person that is required to be disclosed in solicitations of
proxies for election of directors in an election contest, or is otherwise
required, in each case pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended (the "Exchange Act") and Rule 14a-11 thereunder (and
such person's written consent to being named in the proxy statement as a nominee
and to serving as a director if elected); (ii) as to any other business that the
stockholder proposes to bring before the meeting, a brief description of the
business desired to be brought before the meeting, the text of the proposal or
business (including the text of any resolutions proposed for consideration and
in the event that such business includes a proposal to amend the Bylaws of the
Corporation, the language of the proposed amendment), the reasons for conducting
such business at the meeting and any material interest in such business of such
stockholder and the beneficial owner, if any, on whose behalf the proposal is
made; and (iii) as to the stockholder giving the notice and the beneficial
owner, if any, on whose behalf the nomination or proposal is made (A) the name
and address of such stockholder, as they appear on the Corporation's books, and
of such beneficial owner, (B) the class and
 
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number of shares of capital stock of the Corporation which are owned
beneficially and of record by such stockholder and such beneficial owner, (C) a
representation that the stockholder is a holder of record of stock of the
Corporation entitled to vote at such meeting and intends to appear in person or
by proxy at the meeting to propose such business or nomination, (D) any material
interest of the stockholder in such business and (E) a representation whether
the stockholder or the beneficial owner, if any, intends, or is part of a group
which intends to: (1) deliver a proxy statement and/or form of proxy to holders
of at least the percentage of the Corporation's outstanding capital stock
required to approve or adopt the proposal or elect the nominee and/or (2)
otherwise solicit proxies from stockholders in support of such proposal or
nomination. The Corporation may require any proposed nominee to furnish such
other information as it may reasonably require to determine the eligibility of
such proposed nominee to serve as a director of the Corporation.
 
                (c) Notwithstanding anything in the second sentence of paragraph
(b) of this Section 3 to the contrary, in the event that the number of directors
to be elected to the Board of Directors of the Corporation at an annual meeting
is increased and there is no public announcement by the Corporation naming all
of the nominees for director or specifying the size of the increased Board of
Directors at least one hundred days prior to the first anniversary of the
preceding year's annual meeting, a stockholder's notice required by this Section
3 shall also be considered timely, but only with respect to nominees for any new
positions created by such increase, if it shall be delivered to the Secretary at
the principal executive offices of the Corporation not later than the close of
business on the tenth day following the day on which such public announcement is
first made by the Corporation.
 
                (d) For purposes of this Section 3 and Section 4, "public
announcement" shall mean disclosure in a press release reported by the Dow Jones
News Service, Associated Press or comparable national news service or in a
document publicly filed by the Corporation with the Securities and Exchange
Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.
 
        SECTION 4. SPECIAL MEETINGS.
 
                (a) Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute, may only be called in
accordance with the provisions of the Certificate of Incorporation. Business
transacted at any special meeting of stockholders shall be limited to only such
business brought before the meeting pursuant to the Corporation's notice of
meeting.
 
                (b) Nominations of persons for election to the Board of
Directors may be made at a special meeting of stockholders at which directors
are to be elected (1) by or at the direction of the Board of Directors in
accordance with the Certificate of Incorporation or (2) provided that the Board
of Directors has specified in its notice of meeting that directors shall be
elected at such meeting, by any stockholder of the Corporation who provides a
timely Stockholder Notice to the Secretary of the Corporation that complies with
the notice procedures set forth in paragraph (b) of Section 3. In the event the
Corporation calls a special meeting of stockholders for the purpose of electing
one or more directors to the Board of Directors, any such stockholder of the
Corporation entitled to vote in such election of directors may nominate a person
or persons (as the case may be) for election to such position(s) as specified in
the
 
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Corporation's notice of meeting, if the Stockholder Notice required by this
paragraph (b) of this Section 4 shall be delivered to the Secretary at the
principal executive offices of the Corporation not earlier than the close of
business on the one hundred twentieth day prior to such special meeting and not
later than the close of business on the later of the ninetieth day prior to such
special meeting, or the tenth day following the day on which public announcement
is first made of the date of the special meeting and of the nominees proposed by
the Board of Directors to be elected at such meeting. In no event shall the
public announcement of an adjournment or postponement of a special meeting
commence a new time period (or extend any time period) for the giving of a
stockholder's notice as described above.
 
        SECTION 5. COMPLIANCE WITH PROCEDURES. Only such persons who are
nominated in accordance with the procedures set forth in Section 3 or Section 4,
as applicable, shall be eligible to be elected at an annual or special meeting
of stockholders of the Corporation to serve as directors and only such business
shall be conducted at a meeting of stockholders as shall have been brought
before the meeting in accordance with the procedures set forth in Section 3 or
Section 4, as applicable. Except as otherwise provided by law, the Certificate
of Incorporation or these Bylaws, the chairman of the meeting shall have the
power and duty to (i) determine whether a nomination or any business proposed to
be brought before the meeting was made or proposed, as the case may be, in
accordance with the procedures set forth in Section 3 or Section 4, as
applicable and (ii) if any proposed nomination or business is not in compliance
with Section 3 or Section 4, as applicable (including whether the stockholder or
beneficial owner, if any, on whose behalf the nomination or proposal is made
solicits (or is part of a group which solicits), or fails to so solicit (as the
case may be), proxies in support of such stockholder's proposal in compliance
with such stockholder's representation as required by clause (iii)(E) of
paragraph (b) of Section 3), to declare that such defective nomination shall be
disregarded or that such proposed business shall not be transacted.
 
        SECTION 6. COMPLIANCE WITH EXCHANGE ACT. Notwithstanding the provisions
of Section 3 and Section 4, a stockholder shall also comply with all applicable
requirements of the Exchange Act, and the rules and regulations thereunder, with
respect to the matters set forth in Section 3 and Section 4. Nothing in either
Section 3 or Section 4 shall be deemed to affect any rights of stockholders to
request inclusion of proposals in the Corporation's proxy statement pursuant to
Rule 14a-8 under the Exchange Act.
 
        SECTION 7. QUORUM, ADJOURNMENT. A majority of the stock issued and
outstanding and entitled to vote at any meeting of stockholders, the holders of
which are present in person or represented by proxy, shall constitute a quorum
for the transaction of business except as otherwise provided by law, by the
Certificate of Incorporation, or by these Bylaws. A quorum, once established,
shall not be broken by the withdrawal of enough votes to leave less than a
quorum and the votes present may continue to transact business until
adjournment. If, however, such quorum shall not be present or represented at any
meeting of the stockholders, a majority of the voting stock represented in
person or by proxy may adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present or
represented. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified. If the adjournment is for more than thirty
days, or if after the adjournment a new record
 
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date is fixed for the adjourned meeting, a notice of the adjourned meeting shall
be given to each stockholder of record entitled to vote thereat.
 
        SECTION 8. VOTE REQUIRED. When a quorum is present at any meeting, the
vote of the holders of a majority of voting power held by the stockholders
present in person or represented by proxy shall decide any question brought
before such meeting, unless the question is one upon which by express provision
of the statutes, the Certificate of Incorporation, these Bylaws, or a
contractual right, a different vote is required, in which case such express
provision shall govern and control the decision of such question. At all
meetings of stockholders for the election of directors, 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.
 
        SECTION 9. VOTING PROCEDURES. At each meeting of the stockholders, each
stockholder having the right to vote may vote in person or may authorize another
person or persons to act for him by proxy appointed by an instrument in writing
subscribed by such stockholder and bearing a date not more than three years
prior to said meeting, unless said instrument provides for a longer period. All
proxies must be filed with the Secretary of the Corporation at the beginning of
each meeting in order to be counted in any vote at the meeting. Each stockholder
shall have one vote for each share of stock having voting power, registered in
his name on the books of the Corporation on the record date set by the Board of
Directors as provided in Article VII, Section 4 hereof.
 
        SECTION 10. STOCKHOLDERS ENTITLED TO VOTE. The officer who has charge of
the stock ledger of the Corporation shall prepare and make, at least ten days
before every meeting of stockholders, a complete list of the stockholders
entitled to vote at the meeting, arranged in alphabetical order, and showing the
address of each stockholder and the number of shares registered in the name of
each stockholder. Such list shall be open to the examination of any stockholder,
for any purpose germane to the meeting, during ordinary business hours, for a
period of at least ten days prior to the meeting, either at a place within the
city where the meeting is to be held, which place shall be specified in the
notice of the meeting, or, if not so specified, at the place where the meeting
is to be held. The list shall also be produced and kept at the time and place of
the meeting during the whole time thereof, and may be inspected by any
stockholder who is present.
 
                                   ARTICLE IV
 
                                    DIRECTORS
 
        SECTION 1. NUMBER. The number of directors which shall constitute the
whole Board shall be not less than six (6) and not more than twelve (12). The
exact number of directors shall be determined from time to time by resolution
adopted by affirmative vote of a majority of the entire Board of Directors.
Directors need not be stockholders of the Corporation. The provisions of this
Section 1 may be amended only with the approval of 75% of the members of the
Board of Directors of the Corporation.
 
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        SECTION 2. 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 3. ELECTION AND TENURE. Each director shall be elected in the
manner specified in the Certificate of Incorporation and shall hold office until
such time as is set forth therein.
 
        SECTION 4. VACANCIES. Any vacancies on the Board of Directors shall be
filled only in the manner specified in the Certificate of Incorporation. A
vacancy in the Board of Directors shall be deemed to exist under this Bylaw in
the case of the death, disability, disqualification, removal or resignation of
any director.
 
        SECTION 5. RESIGNATION. Any director may resign at any time by
delivering his or her notice in writing or by electronic transmission 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.
 
        SECTION 6. REMOVAL. Subject to any limitation imposed by applicable law,
any director may be removed with or without cause by the holders of a majority
of the voting power of the Corporation entitled to vote at an election of
directors.
 
        SECTION 7. DUTIES OF CHAIRMAN OF THE BOARD OF DIRECTORS. The Chairman of
the Board of Directors, if a director has been so designated by 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 the position of Chairman 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 and the Board of
Directors has not designated a Vice President to serve in such capacity during
the President's absence from office, 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 (b) of Section 3 of Article
V.
 
        SECTION 8. MEETINGS.
 
                (A) REGULAR MEETINGS. Unless otherwise restricted by the
Certificate of Incorporation, regular meetings of the Board of Directors may be
held at any time or date and at any place within or without the State of
Delaware which has been designated by the Board of Directors and publicized
among all directors, either orally or in writing. The directors may have one or
more offices and keep the books of the Corporation outside of the State of
Delaware.
 
                (B) 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 within or without the State of Delaware whenever
called by the Chairman of the Board, the President or a majority of the members
of the Board of Directors.
 
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                (c) MEETINGS BY ELECTRONIC COMMUNICATIONS EQUIPMENT. Any member
of the Board of Directors, or of any committee thereof, may participate in a
meeting by means of conference telephone or other communications equipment by
means of which all persons participating in the meeting can hear each other, and
participation in a meeting by such means shall constitute presence in person at
such meeting.
 
                (d) NOTICE OF SPECIAL MEETINGS. Notice of the time and place of
all special meetings of the Board of Directors shall be given orally or in
writing, by telephone, facsimile, telegraph or telex, or by electronic mail or
other electronic means, during normal business hours, at least twenty-four (24)
hours before the date and time of the meeting. If notice is sent by U.S. mail,
it shall be sent by first class mail, postage prepaid at least three (3) days
before the date of the meeting. Notice of any meeting may be waived in writing
or by electronic transmission 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.
 
                (e) 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 who did not receive
notice shall sign a written waiver of notice or shall waive notice by electronic
transmission. All such waivers shall be filed with the corporate records or made
a part of the minutes of the meeting.
 
        SECTION 9. QUORUM AND VOTING.
 
                (a) Except as may be otherwise specifically provided by statute,
the Certificate of Incorporation or these Bylaws, a quorum of the Board of
Directors shall consist of a majority of the exact number of directors fixed
from time to time by the Board of Directors; 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 the affirmative
vote of a majority of the directors present, unless a different vote be required
by law, the Certificate of Incorporation or these Bylaws.
 
        SECTION 10. 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 or by electronic
transmission, and such writing or writings or transmission or transmissions are
filed with the minutes of proceedings of the Board of Directors or committee.
Such filing shall be in paper form if the minutes are maintained in paper form
and shall be in electronic form if the minutes are maintained in electronic
form.
 
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        SECTION 11. FEES AND COMPENSATION. Non-employee 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 12. COMMITTEES. The Board of Directors may, by resolution passed
by a majority of the whole Board, designate one or more committees, each such
committee to consist of one or more of the directors of the Corporation. The
Board may designate one or more directors as alternate members of any committee,
who may replace any absent or disqualified member at any meeting of the
committee. In the absence or disqualification of a member of a committee, the
member or members 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. Any such committee, to the extent
provided in the resolution of the Board of Directors, shall have and may
exercise all the powers and authority of the Board of Directors in the
management of the business and affairs of the Corporation, and may authorize the
seal of the Corporation to be affixed to all papers which may require it; but no
such committee shall have the power or authority in reference to amending the
Certificate of Incorporation, adopting an agreement of merger or consolidation,
recommending to the stockholders the sale, lease or exchange of all or
substantially all of the Corporation's property and assets, recommending to the
stockholders a dissolution of the Corporation or a revocation of a dissolution,
or amending the Bylaws of the Corporation; and, unless the resolution or the
Certificate of Incorporation expressly so provide, no such committee shall have
the power or authority to declare a dividend or to authorize the issuance of
stock. Each committee shall keep regular minutes of its meetings and report the
same to the Board of Directors when required.
 
                                   ARTICLE V
 
                                    OFFICERS
 
        SECTION 1. OFFICERS DESIGNATED. The officers of the Corporation shall
include, if and when designated by the Board of Directors, a President, a Chief
Financial Officer and a Secretary, all of whom shall be elected at the annual
organizational meeting of the Board of Directors. The Board of Directors may
also appoint other officers as are desired, including a Chief Executive Officer,
a Controller, a Treasurer, one or more Vice Presidents, Assistant Secretaries,
Assistant Treasurers, Assistant Controllers and such other officers and agents
as may be appointed in accordance with the provisions of Section 3(h) of this
Article V. The Board of Directors may assign such additional titles to one or
more of the officers as it shall deem appropriate. In the event there are two or
more Vice Presidents, then the directors may, at the time of the election of the
officers, by resolution determine the order of their rank. Any one person may
hold any number of offices of the Corporation at any one time unless
specifically prohibited therefrom by law.
 
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        SECTION 2. COMPENSATION OF OFFICERS. 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 3. TENURE AND DUTIES OF OFFICERS.
 
                (a) ELECTION, REMOVAL AND VACANCIES. 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 their earlier resignation or
removal. 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 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, unless
such officer is elected separately by the Board of Directors, 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 shall
perform other duties commonly incident to the office and shall also perform such
other duties and have such other powers as the Board of Directors shall
designate from time to time.
 
                (c) DUTIES OF VICE PRESIDENTS. In the absence or disability of
the President, the Vice Presidents in order of their rank as fixed by the Board
of Directors, or if not ranked, the Vice President designated by the Board of
Directors, if such officers are elected, may assume and perform the duties of
the President. The Vice Presidents 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.
 
                (d) DUTIES OF SECRETARY. The Secretary shall attend all meetings
of the stockholders and of the Board of Directors and shall record all acts,
proceedings, and votes thereof in the minute book of the Corporation, and shall
perform like duties for the standing committees when required by the Board of
Directors. 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 provided for in these Bylaws and other duties commonly incident to
the office and shall also perform such other duties and have such other powers
as the Board of Directors shall designate from time to time. The Secretary shall
keep in safe custody the seal of the Corporation, and when authorized by the
Board of Directors, affix the same to any instrument requiring it, and when so
affixed it shall be attested by his signature or by the signature of an
Assistant Secretary. The Board of Directors may give general authority to any
other officer to affix the seal of the Corporation and to attest the affixing by
his or her signature. 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 the office and shall also perform such other duties and have such
other powers as the Board of Directors or the President shall designate from
time to time.
 
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                (e) DUTIES OF CHIEF FINANCIAL OFFICER. The Chief Financial
Officer shall have the custody of the corporate funds and securities and shall
keep full and accurate accounts of receipts and disbursements in books belonging
to the Corporation and shall deposit all moneys, and other valuable effects in
the name and to the credit of the Corporation, in such depositories as may be
designated by the Board of Directors. The Chief Financial Officer shall disburse
the funds of the Corporation as may be ordered by the Board of Directors, taking
proper vouchers for such disbursements, and shall render to the Board of
Directors, at its regular meetings, or when the Board of Directors so requires,
an account of all his or her transactions as Chief Financial Officer and of the
financial condition of the Corporation. The Chief Financial Officer 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 TREASURER. The President may direct the Treasurer
or any Assistant Treasurer, if any shall be elected, or the Controller or any
Assistant Controller, if any shall be elected to assume and perform the duties
of the Chief Financial Officer in the absence or disability of the Chief
Financial Officer, and each Treasurer and Assistant Treasurer, if any shall be
elected and each Controller and Assistant Controller, if any shall be elected
shall perform other duties commonly incident to the office and shall also
perform such other duties and have such other powers as the Board of Directors
or the President shall designate from time to time.
 
                (g) DUTIES OF SUBORDINATE OFFICERS. The Board of Directors may
appoint such other officers and agents as it shall deem necessary who shall hold
their offices for such terms and shall exercise such powers and perform such
duties as shall be determined from time to time by the Board of Directors.
 
        SECTION 4. 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 5. RESIGNATIONS. Any officer may resign at any time by giving
notice in writing or by electronic transmission 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.
 
        SECTION 6. REMOVAL. Any officer may be removed from office at any time,
either with or without cause, by the affirmative vote of a majority of the
directors in office at the time, or by the unanimous written consent 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.
 
                                       10
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                                   ARTICLE VI
 
                  EXECUTION OF CORPORATE INSTRUMENTS AND VOTING
                     OF SECURITIES OWNED BY THE CORPORATION
 
        SECTION 1. 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.
 
        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 2. 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, if permitted by law, 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 President, the Chairman of the Board of Directors,
if elected, or the Chief Executive Officer, if elected.
 
                                  ARTICLE VII
 
                                 SHARES OF STOCK
 
        SECTION 1. 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, if elected, or the
President or vice-president and by the Treasurer or an assistant treasurer or
the Secretary or an assistant secretary, certifying the number of shares owned
by such holder in the Corporation. Any or all of the signatures on the
certificate may be facsimiles. 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 2. 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
 
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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 the owner's legal representative, to agree to indemnify the
Corporation 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 3. 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 Delaware General Corporation Law (the "DGCL").
 
        SECTION 4. FIXING RECORD DATES. In order that the Corporation may
determine the stockholders entitled to notice of or to vote at any meeting of
the stockholders, or any adjournment thereof, or entitled to receive payment of
any dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion, or exchange of stock
or for the purpose of any other lawful action, the Board of Directors may fix a
record date which shall not be more than sixty nor less than ten days before the
date of such meeting, nor more than sixty days prior to any other action. 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.
 
        SECTION 5. 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.
 
                                  ARTICLE VIII
 
                       OTHER SECURITIES OF THE CORPORATION
 
        SECTION 1. EXECUTION OF OTHER SECURITIES. All bonds, debentures and
other corporate securities of the Corporation, if any, other than stock
certificates (covered in Article VII, Section 1), may be signed by the Chairman
of the Board of Directors, if elected, the President, 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, the Chief Financial Officer, if
elected, the Treasurer, or such other person as may be authorized by the Board
of Directors; provided,
 
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<PAGE>
 
however, that where any such bond, debenture or other corporate security shall
be authenticated by the manual signature, or where permissible facsimile
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 of the Corporation or such other person as may be authorized by
the Board of Directors, and 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 1. DECLARATION OF DIVIDENDS. Dividends upon the capital stock of
the Corporation, subject to the provisions of the Certificate of Incorporation
and applicable law, 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 capital stock, subject to the provisions of the
Certificate of Incorporation and applicable law.
 
        SECTION 2. 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.
 
                                   ARTICLE X
 
                                   FISCAL YEAR
 
        SECTION 1. FISCAL YEAR. The fiscal year of the Corporation shall be
fixed by resolution of the Board of Directors.
 
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                                   ARTICLE XI
 
                                 INDEMNIFICATION
 
        SECTION 1. INDEMNIFICATION.
 
                (a) The Corporation shall, to the fullest extent permitted by
the DGCL, as the same exists or may hereafter be amended (but in the case of any
such amendment, only to the extent that such amendment permits the Corporation
to provide broader indemnification rights than said law permitted the
Corporation to provide prior to such amendment), indemnify any and all persons
whom it shall have power to indemnify under the DGCL from and against any and
all of the expenses, liabilities or other matters referred to in or covered by
the DGCL, and the indemnification provided for herein shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in such person's official capacity and as to action
in another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such person.
 
                (b) The Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation) by
reason of the fact that the person is or was a director or officer of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or proceeding if the
person acted in good faith and in a manner the person reasonably believed to be
in or not opposed to the best interests of the Corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe the
person's conduct was unlawful. The termination of any action, suit or 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 the person reasonably believed to be
in or not opposed to the best interests of the Corporation, and, with respect to
any criminal action or proceeding, had reasonable cause to believe that the
person's conduct was unlawful.
 
                (c) The Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that the person is or was a director
or officer of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses
(including attorneys' fees) actually and reasonably incurred by the person in
connection with the defense or settlement of such action or suit if the person
acted in good faith and in a manner the person reasonably believed to be in or
not opposed to the best interests of the Corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the Corporation
unless and only to the extent that the Court of Chancery or the
 
                                       14
<PAGE>
 
court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which such Court of Chancery or such other court
shall deem proper.
 
                (d) To the extent that a present or former director or officer
of the Corporation shall be successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in paragraphs (b) and (c) of this
Section 1, or in defense of any claim, issue or matter therein, such person
shall be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith.
 
                (e) Any indemnification under paragraphs (b) and (c) of this
Section 1 (unless ordered by a court) shall be made by the Corporation only as
authorized in the specific case upon a determination that indemnification of the
present or former director or officer is proper in the circumstances because the
person has met the applicable standard of conduct set forth in paragraphs (b)
and (c) of this Section 1. Such determination shall be made (1) by a majority
vote of the directors who are not parties to such action, suit or proceeding,
even though less than a quorum or (2) by a committee of such directors
designated by majority vote of such directors, even though less than a quorum,
or (3) if there are no such directors, or if such directors so direct, by
independent legal counsel in a written opinion, or (4) by the stockholders.
 
                (f) Expenses (including attorneys' fees) incurred by an officer
or director in defending any civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that such person is not entitled to be
indemnified by the Corporation as authorized in this Section 1. Such expenses
(including attorneys' fees) incurred by other employees and agents may be so
paid upon such terms and conditions, if any, as the Board of Directors deems
appropriate.
 
                (g) The indemnification and advancement of expenses provided by,
or granted pursuant to, the other subsections of this Section 1 shall not be
deemed exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in such
person's official capacity and as to action in another capacity while holding
such office.
 
                (h) The Board of Directors may authorize the Corporation to
purchase and maintain insurance on behalf of any person who is or was a director
or officer of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against such person and incurred by such person in any such capacity,
or arising out of such person's status as such, whether or not the Corporation
would have the power to indemnify such person against such liability under this
Section 1.
 
                (i) For purposes of this Section 1, references to "the
Corporation" shall include, in addition to the resulting corporation, any
constituent corporation (including any
 
                                       15
<PAGE>
 
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 Section 1 with respect to the resulting or surviving
corporation as the person would have with respect to such constituent
corporation if its separate existence had continued.
 
                (j) For purposes of this Section 1, references to "other
enterprises" shall include employee benefit plans; references to "fines" shall
include any excise taxes assessed on a person with respect to any employee
benefit plan; and references to "serving at the request of the Corporation"
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 the person 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 Section 1.
 
                (k) The indemnification and advancement of expenses provided by,
or granted pursuant to, this Section 1 shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.
 
                (l) The Court of Chancery is hereby vested with exclusive
jurisdiction to hear and determine all actions for advancement of expenses or
indemnification brought under this Section 1 or under any bylaw, agreement, vote
of stockholders or disinterested directors, or otherwise. The Court of Chancery
may summarily determine the Corporation's obligation to advance expenses
(including attorneys' fees).
 
                SECTION 2. NON-EXCLUSIVITY OF RIGHTS. The rights conferred on
any person by this Bylaw shall not be exclusive of any other right which such
person may have or hereafter acquire under any applicable 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 DGCL or any other
applicable law.
 
                SECTION 3. 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.
 
                                       16
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                                  ARTICLE XII
 
                                     NOTICES
 
        SECTION 1. NOTICES.
 
                (a) NOTICE TO STOCKHOLDERS. Written notice to stockholders of
stockholder meetings shall be given as provided in Article III, Section 2
herein. Without limiting the manner by which notice may otherwise be given
effectively to stockholders under any agreement or contract with such
stockholder, and except as otherwise required by law, written notice to
stockholders for purposes other than stockholder meetings may be sent by United
States mail or nationally recognized overnight courier, or by facsimile,
telegraph or telex or by electronic mail or other electronic means.
 
                (b) NOTICE TO DIRECTORS. Any notice required to be given to any
director may be given by the method stated in subsection (a), or as provided for
in Article IV, Section 7 of these Bylaws. If such notice is not delivered
personally, it 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.
 
                                  ARTICLE XIII
 
                                   AMENDMENTS
 
        SECTION 1. AMENDMENTS. These Bylaws may be altered, amended or repealed
or new Bylaws may be adopted by the Board of Directors or by the stockholders
only in accordance with the provisions of the Certificate of Incorporation. The
power to adopt, amend or repeal Bylaws conferred upon the Board of Directors by
the Certificate of Incorporation shall not divest or limit the power of the
stockholders to adopt, amend or repeal Bylaws as set forth therein.