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                           AMENDED AND RESTATED BYLAWS
 
                                       OF
 
                               FRANKLIN BANK CORP.
 
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                                TABLE OF CONTENTS
 
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Article I         MEETINGS OF STOCKHOLDERS......................................................................    1
         Section 1.1.          Place of Meetings................................................................    1
         Section 1.2.          Annual Meeting...................................................................    1
         Section 1.3.          Special Meetings.................................................................    1
         Section 1.4.          Notice of Meeting................................................................    1
         Section 1.5.          Voting List......................................................................    2
         Section 1.6.          Voting; Proxies..................................................................    2
         Section 1.7.          Quorum and Vote of Stockholders..................................................    3
         Section 1.8.          Presiding Officer and Conduct of Meetings........................................    3
         Section 1.9.          Inspectors of Election...........................................................    4
         Section 1.10.         Proper Business--Annual Meeting of Stockholders..................................    5
         Section 1.11.         Proper Business--Special Meeting of Stockholders.................................    7
         Section 1.12.         Action by Written Consent........................................................    7
         Section 1.13.         Adjournment......................................................................    8
         Section 1.14.         Postponement; Cancellations......................................................    8
 
Article II        DIRECTORS.....................................................................................    9
         Section 2.1.          General..........................................................................    9
         Section 2.2.          Number and Term of Office........................................................    9
         Section 2.3.          Newly Created Directorships and Vacancies........................................    9
         Section 2.4.          Stockholder Nominations..........................................................   10
         Section 2.5.          Place of Meetings and Meetings by Telephone......................................   12
         Section 2.6.          Regular Meetings.................................................................   12
         Section 2.7.          Special Meetings.................................................................   12
         Section 2.8.          Quorum and Voting................................................................   12
         Section 2.9.          Compensation.....................................................................   13
         Section 2.10.         Removal..........................................................................   13
         Section 2.11.         Executive and Other Committees...................................................   13
         Section 2.12.         Resignation......................................................................   14
         Section 2.13.         Action by Consent................................................................   14
 
Article III       OFFICERS......................................................................................   14
         Section 3.1.          Officers.........................................................................   14
         Section 3.2.          Vacancies; Removal...............................................................   14
         Section 3.3.          Powers and Duties of Officers....................................................   14
 
Article IV        CAPITAL STOCK.................................................................................   15
         Section 4.1.          Share Ownership..................................................................   15
         Section 4.2.          Stockholders of Record...........................................................   15
         Section 4.3.          Transfer of Shares...............................................................   15
         Section 4.4.          Stockholders of Record and Fixing of Record Date.................................   16
 
Article V         MISCELLANEOUS PROVISIONS......................................................................   16
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         Section 5.1.          Waiver of Notice.................................................................   16
         Section 5.2.          Offices..........................................................................   17
         Section 5.3.          Resignations.....................................................................   17
         Section 5.4.          Seal.............................................................................   17
         Section 5.5.          Separability.....................................................................   17
 
Article VI        AMENDMENT OF BYLAWS...........................................................................   17
         Section 6.1.          Vote Requirements................................................................   17
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                                    Article I
                            MEETINGS OF STOCKHOLDERS
 
         Section 1.1.      Place of Meetings. All meetings of stockholders shall
be held at such place within or without the State of Delaware as may be
designated by the Board of Directors. In lieu of specifying a place for any
meeting of stockholders, the Board of Directors may determine that such meeting
shall not be held at any place, but, may instead be held solely by means of
remote communication as authorized by the General Corporation Law of the State
of Delaware ("DGCL").
 
         Section 1.2.      Annual Meeting. The annual meeting of the
stockholders shall be held on such date and at such time as shall be designated
from time to time by the Board of Directors. Failure to designate a time for the
annual meeting or to hold the annual meeting at the designated time or to elect
a sufficient number of directors to conduct the business of the Company shall
not affect otherwise valid corporate acts or work a forfeiture or dissolution of
the Company.
 
         Section 1.3.      Special Meetings. Subject to the rights of the
holders of any series of Preferred Stock, special meetings of Stockholders may
be called only by (a) the Chairman of the Board of Directors or the President or
(b) by the Board of Directors pursuant to a resolution stating the purpose or
purposes thereof adopted by a majority of the total number of directors which
the Company would have if there were no vacancies (the "Whole Board").
 
         Section 1.4.      Notice of Meeting. Written or printed notice of all
meetings of stockholders stating the place (if any), day and hour of the
meeting, the means of remote communications, if any, by which stockholders and
proxy holders may be deemed to be present in person and to vote at such meeting,
and, in case of a special meeting, the purpose or purposes for which the meeting
is called, shall be given not less than ten nor more than sixty days before the
date of the meeting by or at the direction of the Chairman of the Board, if
there is one, the Chief Executive Officer, if there is one, the President, or
the Secretary to each stockholder of record entitled to vote at such meetings.
If mailed, such notice shall be given when deposited in the United States mail,
postage prepaid, addressed to the stockholder at his address as it appears on
the share transfer records of the Company, with postage thereon prepaid, and
otherwise is given when delivered. The notice of any meeting of the stockholders
may be accompanied by a form of proxy approved by and solicited on behalf of the
Board of Directors. Notice of meetings may also be given as provided in Section
232 of the DGCL.
 
         Any notice required to be given to any stockholder, under any provision
of the DGCL, the Amended and Restated Certificate of Incorporation of the
Company (the "Certificate of Incorporation"), or these Amended and Restated
Bylaws (the "Bylaws"), need not be given to a stockholder if notice of two
consecutive annual meetings and all notices of meetings held during the period
between those annual meetings, if any, other than any notice given by electronic
transmission, and all (but in no event less than two) payments (if sent by first
class mail) of dividends or interest on securities during a twelve month period
have been mailed to that person, addressed at his address as shown on the share
transfer records of the Company, and have been returned undeliverable. Any
action or meeting taken or held without notice to such person shall have the
same force and effect as if the notice had been duly given. If such a person
delivers to
 
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the Company a written notice setting forth his then current address, the
requirement that notice be given to that person shall be reinstated.
 
         Whenever notice is required to be given, under any provision of the
DGCL, the Certificate of Incorporation or these Bylaws, to any person with whom
communication is unlawful, the giving of such notice to such person shall not be
required and there shall be no duty to apply to any governmental authority or
agency for a license of 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.
 
         Section 1.5.      Voting List. The officer or agent having charge of
the share transfer records for shares of the Company shall make, at least ten
days before each meeting of stockholders, a complete list of the stockholders
entitled to vote at such meeting or any adjournment thereof, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Nothing contained in this
section shall require the Company to include electronic mail addresses or other
electronic contact information on such list. Such list shall be open to the
inspection of any stockholder for any purpose germane to the meeting for a
period of at least ten days prior to the meeting, at the election of the Company
either (i) on a reasonably accessible electronic network, provided that the
information required to gain access to such list is provided with the notice of
the meeting, or (ii) during ordinary business hours, at the principal place of
business of the Company. In the event that the Company determines to make the
list available on an electronic network, the Company may take reasonable steps
to ensure that such information is available only to stockholders of the
Company. If the meeting is to be held at a place, then the list shall 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. If the meeting
is to be held solely by means of remote communication, then the list shall also
be open to the examination of any stockholder during the whole time of the
meeting on a reasonably accessible electronic network, and the information
required to access such list shall be provided with the notice of the meeting.
 
         The original share transfer records shall be the only evidence as to
who are the stockholders entitled to examine the share transfer records, the
list required by this section or the books of the Company, or to vote in person
by proxy at any meeting of stockholders.
 
         Section 1.6.      Voting; Proxies. Except as otherwise provided in the
Certificate of Incorporation of the Company, or as otherwise provided under the
DGCL, each holder of shares of capital stock of the Company entitled to vote
shall be entitled to one vote for each share standing in his name on the records
of the Company. Each stockholder entitled to vote at a meeting of stockholders
may vote at such meeting in person or by proxy authorized by such stockholder or
his duly authorized attorney in fact pursuant to an instrument in writing or by
a transmission permitted by law filed and otherwise in accordance with any
procedures that the Chairman of the Meeting (as defined in Section 1.8 below)
may establish. Any copy, facsimile telecommunication or other reliable
reproduction of the writing or transmission created pursuant to this paragraph
may be substituted or used in lieu of the original writing or transmission for
any and
 
                                      -2-
 
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all purposes for which the original writing or transmission could be used,
provided that such copy, facsimile telecommunication or other reproduction shall
be a complete reproduction of the entire original writing or transmission. No
proxy shall be valid after eleven months from its date, unless the proxy
provides for a longer period. A proxy shall be revocable unless expressly
provided therein to be irrevocable and the proxy is coupled with an interest
sufficient in law to support an irrevocable power.
 
         Section 1.7.      Quorum and Vote of Stockholders. Except as otherwise
provided by law, the Certificate of Incorporation of the Company or these
Bylaws, the holders of a majority of shares entitled to vote generally in the
election of directors, represented in person or by proxy, shall constitute a
quorum at a meeting of stockholders, except that when specified business is to
be voted on by a class or series of stock voting as a class, the holders of a
majority of the shares of such class or series shall constitute a quorum of such
class or series for the transaction of such business. If a quorum is not
represented, the majority of the stockholders represented in person or by proxy
at the meeting may adjourn the meeting until a quorum is represented, and the
Chairman of the Meeting may adjourn the meeting as provided in Section 1.13. The
stockholders represented in person or by proxy at a duly called 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. Directors shall be elected by a plurality of the votes cast by the
holders of shares entitled to vote in the election of directors at a meeting of
stockholders at which a quorum is present, with every holder of shares of the
Company entitled to vote the number of shares registered in the name of such
stockholder for as many persons as there are directors to be elected, and for
whose election he has a right to vote. With respect to each matter other than
the election of directors as to which no other voting requirement is specified
by law, the Certificate of Incorporation of the Company, or in this Section 1.7,
the affirmative vote of the holders of a majority of the shares entitled to vote
on that matter and represented in person or by proxy at a meeting at which a
quorum is present shall be the act of the stockholders. With respect to a matter
submitted to a vote of the stockholders as to which a stockholder approval
requirement is applicable under the stockholder approval policy of the NASDAQ or
other applicable stock exchange, Rule 16b-3 under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), or any provision of the Internal Revenue
Code, in each case for which no higher voting requirement is specified by law or
stock exchange rules, the Certificate of Incorporation of the Company or these
Bylaws, the affirmative vote of the holders of a majority of the shares entitled
to vote on, and voted for or against, that matter at a meeting at which a quorum
is present shall be the act of the stockholders, provided that approval of such
matter shall also be conditioned on any more restrictive requirement of such
stockholder approval policy, Rule 16b-3 or Internal Revenue Code provision, as
applicable, being satisfied. With respect to ratification of the appointment of
the Company's independent public accountants (if submitted for a vote of the
stockholders), the affirmative vote of the holders of a majority of the shares
entitled to vote on, and voted for or against, that matter at a meeting of
stockholders at which a quorum is present shall be the act of the stockholders.
 
         Section 1.8.      Presiding Officer and Conduct of Meetings. The
Chairman of the Board, if there is one, or in his absence, the Chief Executive
Officer, if there is one, or in his absence, the President shall preside at all
meetings of the stockholders or, if such officers are not present at a meeting,
by such other person as the Board of Directors shall designate or if no such
person
 
                                      -3-
 
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is designated by the Board of Directors, the most senior officer of the Company
present at the meeting. The Secretary of the Company, if present, shall act as
secretary of each meeting of stockholders; if the Secretary is not present at a
meeting, then such person as may be designated by the presiding officer shall
act as secretary of the meeting.
 
                  The conduct of any meeting of stockholders and the
determination of procedure and rules shall be within the absolute discretion of
the officer presiding at such meeting (the "Chairman of the Meeting"), and there
shall be no appeal from any ruling of the Chairman of the Meeting with respect
to procedure or rules. Without limiting the foregoing, the following rules shall
apply:
 
                  (a)      If disorder should arise which prevents continuation
         of the legitimate business of the meeting, the Chairman of the Meeting
         may announce the adjournment of the meeting; and upon so doing, the
         meeting shall be immediately adjourned.
 
                  (b)      The Chairman of the Meeting may ask or require that
         anyone that is not a bona fide stockholder or proxy leave the meeting.
 
                  (c)      A resolution or motion proposed by a stockholder
         shall only be considered for vote of the stockholders if it meets the
         criteria of Article I, Section 1.10 (Proper Business--Annual Meeting of
         Stockholders).
 
                  (d)      The order of business at all meetings of stockholders
         shall be determined by the Chairman of the Meeting.
 
                  (e)      The Chairman of the Meeting may impose any limits
         with respect to participation in the meeting by stockholders that he
         determines to be reasonable, including, but not limited to, limits on
         the amount of time taken up by the remarks or questions of any
         stockholder, limits on the number of questions per stockholder and
         limits as to the subject matter and timing of questions and remarks by
         stockholders.
 
         Section 1.9.      Inspectors of Election. Before any meeting of
stockholders, the Board of Directors (i) shall appoint, or authorize an officer
of the Company to appoint, up to three persons who are not director nominees to
act as inspectors of election at the meeting or its adjournment and (ii) may
designate, or authorize an officer of the Company to designate, one or more
alternate inspectors to replace any inspector who fails to act. If no inspector
or alternate is able to act at a meeting of stockholders, the Chairman of the
Meeting shall appoint one or more, up to a maximum of three, inspectors of
election to act at the meeting of the stockholders.
 
         The duties of the inspectors shall be to:
 
                  (a)      determine the number of shares outstanding and the
         voting power of each such share, the shares represented at the meeting,
         the existence of a quorum, and the authenticity, validity and effect of
         proxies and ballots;
 
                  (b)      receive votes or ballots;
 
                                      -4-
 
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                  (c)      hear and determine all challenges and questions in
         any way arising in connection with the vote and retain for a reasonable
         period a record of the disposition of any challenges made to any
         determination by the inspectors;
 
                  (d)      count and tabulate all votes and ballots; and
 
                  (e)      report and certify to the Board of Directors the
         results based on the information assembled by the inspectors.
 
         Each inspector of election, before entering upon the discharge of the
duties of inspector, shall take and sign an oath faithfully to execute the
duties of inspector with strict impartiality and according to the best of such
inspector's ability.
 
         In determining the validity and counting of proxies and ballots, the
inspectors of election shall be limited to an examination of the items
specifically allowed by Section 231(d) of the DGCL.
 
         Section 1.10.     Proper Business--Annual Meeting of Stockholders. At
any annual meeting of stockholders, only such business shall be conducted as
shall be a proper subject for the meeting and shall have been properly brought
before the meeting. No business shall be conducted at an annual meeting of
stockholders except in accordance with the procedures set forth in this Section
1.10. To be properly brought before an annual meeting of stockholders, business
(other than business relating to any nomination of directors, which is governed
by Article II, Section 2.4 of these Bylaws) must (a) be specified in the notice
of such meeting given by or at the direction of the Board of Directors, (b)
otherwise be properly brought before the meeting by or at the direction of the
Board of Directors (or any duly authorized committee thereof) or (c) otherwise
(i) be properly requested to be brought before the meeting by a stockholder who
was a stockholder of record of record at the time of giving the notice provided
for in this Section 1.10, who is entitled to vote at the annual meeting and who
complies with the provisions of this Section 1.10 and (ii) constitute a proper
matter for stockholder action under applicable law and must not, if implemented,
cause the Company to violate any state, federal or foreign law or regulations,
each as determined in good faith by the Board of Directors. For business to be
properly brought before an annual meeting of stockholders, any stockholder who
intends to bring any matter (other than a matter relating to any nomination of
directors, which is governed by Article II, Section 2.4 of these Bylaws) before
an annual meeting of stockholders and is entitled to do so must deliver written
notice of such stockholder's intent to bring such matter before the annual
meeting of stockholders, either by personal delivery or by United States mail,
postage prepaid, to the Secretary of the Company. To be timely, such notice,
setting forth and including all information required pursuant to this Section
1.10, must be received by the Secretary at the principal executive offices of
the Company not less than ninety days nor more than 180 days prior to the date
on which the immediately preceding year's annual meeting of stockholders was
held; provided, however, that in the event that the date of the annual meeting
is more than 30 calendar days before or more than 60 calendar days after such
anniversary date, notice by the stockholder to be timely must be so delivered
not earlier than the close of business on the 180th calendar day prior to such
annual meeting and not later than the close of business
 
                                      -5-
 
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on the later of the 90th calendar day prior to such annual meeting or the 10th
calendar day following the calendar day on which public announcement of the date
of such meeting is first made by the Company. For purposes of determining
whether a stockholder's notice shall have been delivered in a timely manner for
the annual meeting of stockholders in 2004, the first anniversary of the prior
year's meeting shall be deemed to be _________, 2003. In no event shall the
public disclosure of an adjournment or postponement of an annual meeting of
stockholders commence a new time period for the giving of a stockholder's notice
as described above.
 
         Such stockholder's notice to the Secretary must include written
evidence, reasonably satisfactory to the Secretary of the Company, that such
stockholder is a stockholder of the Company and must set forth as to each matter
the stockholder proposes to bring before the annual meeting of stockholders (a)
a brief description of the business desired to be brought before the meeting and
the reasons for conducting such business at the meeting, (b) the name and
address, as they appear on the Company's books and records, of the stockholder
proposing such business and the name and address of the beneficial owner, if
any, on whose behalf the proposal is made, as well as the name and address of
any stockholders known by such stockholders to be supporting such proposal, (c)
evidence, reasonably satisfactory to the Secretary of the Company, of such
stockholders' status as such, and of the number of shares of each class of
capital stock of the Company that are held beneficially and of record by the
proposing stockholder and the beneficial owner, if any, as well as by any
stockholders known by such stockholders to be supporting such proposal, (d) a
description of all arrangements or understandings between such stockholder and
the beneficial owner, if any on whose behalf the proposal is made, and any other
person or persons (including their names and the number of shares beneficially
owned by them) in connection with the proposal of such business by such
stockholder, and any material interest of the stockholder proposing such
business and the beneficial owner, if any, on whose behalf the proposal is made
in such business and (e) a representation that such stockholder intends to
appear in person or by proxy at the annual meeting to bring such business before
the meeting. Beneficial ownership shall be determined in accordance with Rule
13d-3 under the Exchange Act. When used in these Bylaws, "person" has the
meaning ascribed to such term in Section 2(a)(2) of the Securities Act of 1933,
as amended, as the context may require.
 
         If a stockholder seeking to bring any business before the annual
meeting fails to submit a required item in the form or within the time
indicated, or if the Secretary or the Board of Directors of the Company
determines that the proposed business otherwise has not been properly requested,
then such proposal by such stockholder shall not be presented to, or voted upon
by, the stockholders of the Company at such annual meeting of stockholders. The
Chairman of the Meeting shall, if the facts warrant, have the authority to
determine and declare to the meeting that a proposal made by a stockholder of
the Company pursuant to this Section 1.10 was not made in accordance with the
procedures prescribed by these Bylaws, and to disregard the defective proposal.
 
         Nothing in this Section 1.10 shall be interpreted or construed to
require the inclusion of information about any such proposal in any proxy
statement distributed by, at the direction of, or on behalf of the Board of
Directors of the Company.
 
                                      -6-
 
<PAGE>
 
         Section 1.11.     Proper Business--Special Meeting of Stockholders. At
any special meeting of stockholders, only such business shall be conducted as
shall have been stated in the notice of such meeting or shall otherwise have
been properly brought before the meeting by or at the direction of the Chairman
of the Meeting or the Board of Directors. Nominations of persons for election to
the Board of Directors may be made at a special meeting of stockholders at which
directors are to be elected pursuant to the Company's notice of meeting only as
provided in Article II, Section 2.4 of these Bylaws.
 
         Section 1.12.     Action by Written Consent. Any action required or
permitted to be taken by the stockholders of the Company must be effected at a
duly called annual or special meeting of such holders and may not be effected by
any consent in writing by such holders, unless effected by the unanimous written
consent, setting forth the action to be taken, of all holders of the voting
power of all of the shares of capital stock of the Company then entitled to vote
generally in the election of directors, voting together as a single class,
provided however that prior the consummation of an initial public offering of
Common Stock (the "IPO"), any action required or permitted to be taken at any
annual or special meeting of stockholders of the Corporation 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, shall be 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 on such action were present and voted. Prompt notice
of the taking of corporate action without a meeting by less than unanimous
written consent shall be given to those stockholders who have not consented in
writing. Prior to the consummation of the IPO, any action which may be taken at
an annual or special meeting of the stockholders may be taken without a meeting,
without prior notice and without a vote, if a consent or consents in writing,
setting for the action so taken, shall be 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 and shall be delivered to the Company by
delivery to its registered office in the State of Delaware, its principal place
of business or an officer of agent of the Company having custody of the book in
which proceedings of the meetings of stockholders are recorded. Delivery made to
the Company's registered office in the State of Delaware shall be by hand or by
certified or registered mail, return receipt requested.
 
         Every written consent shall bear the date of signature of each
stockholder who signs the consent, and no written consent shall be effective to
take the corporate action referred to therein unless, within sixty days of the
earliest dated consent delivered to the Company in the manner required by this
section, written consents signed by a sufficient number of holders to take
action are delivered to the Company by delivery to its registered office in the
State of Delaware, its principal place of business or an officer or agent of the
Company having custody of the book in which proceedings of meetings of
stockholders are recorded. Delivery made to the Company's registered office in
the State of Delaware shall be by hand or by certified or registered mail,
return receipt requested.
 
         A telegram, cablegram or other electronic transmission consenting to an
action to be taken and transmitted by a stockholder or proxy holder shall be
deemed to be written, signed and dated for the purposes of this section,
provided that any such telegram, cablegram or other
 
                                      -7-
 
<PAGE>
 
electronic transmission sets forth or is delivered with information from which
the Company can determine (a) that the telegram, cablegram or other electronic
transmission was transmitted by the stockholder or proxy holder or by a person
or persons authorized to act for the stockholder or proxy holder and (b) the
date on which such stockholder or proxy holder or authorized person or persons
transmitted such telegram, cablegram or electronic transmission. The date on
which such telegram, cablegram or electronic transmission is transmitted shall
be deemed to be the date on which such consent was signed. No consent given by
telegram, cablegram or other electronic transmission shall be deemed to have
been delivered until such consent is reproduced in paper form and until such
paper form shall be delivered to the Company by delivery to its registered
office in the State of Delaware, its principal place of business or an officer
or agent of the Company having custody of the book in which proceedings of
meetings of stockholders are recorded. Delivery made to the Company's registered
office in the State of Delaware shall be by hand or by certified or registered
mail, return receipt requested. Notwithstanding the foregoing limitations on
delivery, consents given by telegram, cablegram or other electronic transmission
may be otherwise delivered to the principal place of business of the Company or
to an officer or agent of the Company having custody of the book in which
proceedings of meetings of stockholders are recorded if, to the extent and in
the manner provided by resolution of the Board of Directors of the Company.
 
         Any copy, facsimile or other reliable reproduction of a consent in
writing may be substituted or used in lieu of the original writing for any and
all purposes for which the original writing could be used, provided that such
copy, facsimile or other reproduction shall be a complete reproduction of the
entire original writing.
 
         Notice of the taking of corporate action without a meeting by less than
unanimous written consent shall be mailed promptly by the Secretary to the
stockholders who have not consented in writing and who, if the action had been
taken at a meeting, would have been entitled to notice of the meeting if the
record date for such meeting had been the date that written consents signed by a
sufficient number of holders to take the action were delivered to the Company as
provided in the preceding paragraphs of this section.
 
         Effective upon the consummation of the IPO, stockholders of the Company
may not take any action by written consent in lieu of a meeting.
 
         Section 1.13.     Adjournment. Notwithstanding the other provisions of
the Certificate of Incorporation of the Company or these Bylaws, the Chairman of
the Meeting shall have the power to adjourn any stockholder meeting from time to
time, without regard to whether a quorum is present and without notice other
than announcement at the meeting; provided, that if required by the DGCL a
notice of the adjourned meeting shall be given to each stockholder of record
entitled to vote at the adjourned meeting. At any such adjourned meeting at
which a quorum shall be present any action may be taken that could have been
taken at the meeting originally called.
 
         Section 1.14.     Postponements; Cancellations. The Board of Directors
may postpone any meeting of stockholders of the Company, and may cancel any
special meeting of stockholders, upon public notice given at any time prior to
the commencement of the previously scheduled
 
                                      -8-
 
<PAGE>
 
meeting. At any such postponed meeting at which a quorum shall be present any
action may be taken that could have been taken at the meeting originally called.
 
                                   Article II
                                    DIRECTORS
 
         Section 2.1.      General. The business and affairs of the Company
shall be managed by or under the direction of the Board of Directors, which may
exercise all such powers of the Company and do all such lawful acts and things
as are not by the DGCL, the Certificate of Incorporation, or other provisions of
these Bylaws directed or required to be done by the stockholders of the Company.
No Bylaws hereafter adopted, or any amendments thereto, shall invalidate any
prior act of the Board of Directors that was valid prior to the adoption of such
Bylaws or amendment.
 
         Section 2.2.      Number and Term of Office. Except as otherwise fixed
by or pursuant to the provisions of Article 4 of the Certificate of
Incorporation relating to the rights of the holders of any class or series of
stock having a preference over the Common Stock as to dividends or upon
liquidation to elect additional directors under specified circumstances, the
number of directors which shall constitute the Board of Directors shall be fixed
from time to time exclusively pursuant to a resolution adopted by a majority of
the Whole Board (but shall not be less than three). Each director shall hold
office for the term for which such director is elected as provided in the
Certificate of Incorporation, and until such director's successor shall have
been elected and qualified or until such director's earlier death, resignation
or removal.
 
         Unless otherwise provided in the Certificate of Incorporation,
directors need not be stockholders nor residents of the state of Delaware.
 
         Section 2.3.      Newly Created Directorships and Vacancies. Subject to
the rights of the holders of any series of Preferred Stock pursuant to the terms
of the Certificate of Incorporation or any resolution or resolutions providing
for the issuance of such series of stock adopted by the Board of Directors,
newly created directorships resulting from any increase in the number of
directors and any vacancies on the Board of Directors resulting from death,
resignation, removal or other cause shall be filled by the affirmative vote of a
majority of the remaining directors then in office, even though less than a
quorum of the Board of Directors. Any director elected in accordance with the
preceding sentence shall hold office for the remainder of the full term of the
class of directors in which the new directorship was created or the vacancy
occurred and until that director's successor shall have been elected and
qualified or until his earlier death, resignation or removal.
 
         Whenever holders of outstanding shares of capital stock of any class or
series (other than the common stock) are entitled to elect members of the Board
of Directors pursuant to the Company's Certificate of Incorporation, any vacancy
or vacancies resulting by reason of the death, resignation or removal of any
director or directors or any increase in the number of directors shall be filled
in accordance with the provisions of the Company's Certificate of Incorporation.
 
                                      -9-
 
<PAGE>
 
         Section 2.4.      Stockholder Nominations. Nominations of persons for
election to the Board of Directors may be made at an annual meeting of
stockholders only (a) pursuant to the Company's notice of meeting, (b) by or at
the direction of the Board of Directors, or (c) by any stockholder who was a
stockholder of record at the time of giving of notice provided for in this
Section 2.4, who is entitled to vote at the meeting in the election of directors
and who complies with the provisions of this Section 2.4 (such stockholder
submitting a director nomination, the "Nominator"). Such nominations, other than
those made by the Board of Directors, shall only be made in writing pursuant to
timely notice delivered to or mailed and received by the Secretary of the
Company as set forth in this Section 2.4. To be timely in connection with an
annual meeting of stockholders, a Nominator's notice, setting forth and
including all information required pursuant to this Section 2.4, must be
received by the Secretary at the principal executive offices of the Company not
less than ninety days nor more than 180 days prior to the date on which the
immediately preceding year's annual meeting of stockholders was held; provided,
however, that in the event that the date of the annual meeting is more than 30
calendar days before or more than 60 calendar days after such anniversary date,
notice by the stockholder to be timely must be so delivered not earlier than the
close of business on the 180th calendar day prior to such annual meeting and not
later than the close of business on the later of the 90th calendar day prior to
such annual meeting or the 10th calendar day following the calendar day on which
public announcement of the date of such meeting is first made by the Company.
For purposes of determining whether a stockholder's notice shall have been
delivered in a timely manner for the annual meeting of stockholders in 2004, the
first anniversary of the prior year's meeting shall be deemed to be _________,
2003. Notwithstanding the foregoing, in the event that the number of directors
to be elected to the Board of Directors of the Company is increased and there is
no public announcement by the Company naming all of the nominees for director or
specifying the size of the increased Board of Directors at least 100 calendar
days prior to the first anniversary of the preceding year's annual meeting, a
stockholder's notice required by this bylaw shall also be considered timely, but
only with respect to nominees for any new positions created by such increase, if
it shall have been received by the Secretary at the principal executive offices
of the Company not later than the close of business on the 10th calendar day
following the day on which such public announcement is first made by the
Company.
 
         To be timely in connection with any election of a director at a special
meeting of the stockholders, a Nominator's notice, setting forth and including
all information required pursuant to this Section 2.4, must be received by the
Secretary at the principal executive offices of the Company not earlier than the
close of business on the 180th calendar day prior to such special meeting and
not later than the close of business on the later of the 90th calendar day prior
to such special meeting or the 10th calendar 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 disclosure of an adjournment or
postponement of an annual or special meeting of stockholders commence a new time
period for the giving of a stockholder's notice as described herein.
 
         Such Nominator's notice to the Secretary must include written evidence,
reasonably satisfactory to the Secretary of the Company, that the Nominator is a
stockholder of the
 
                                      -10-
 
<PAGE>
 
Company and shall identify in writing (a) the name and address of the Nominator
and the name and address of the beneficial owner, if any, on whose behalf the
nomination is made, as well as the name and address of any stockholders known by
such stockholders to be supporting such nomination, (b) the number of shares of
each class of capital stock of the Company owned of record and beneficially by
the Nominator and by the beneficial owner, if any, on whose behalf the
nomination is made, as well as by any stockholders known by such stockholders to
be supporting such nomination, (c) the number of shares of capital stock
beneficially owned by each such person with whom the Nominator is acting in
concert and (e) a description of all arrangements or understandings between the
Nominator and the beneficial owner, if any, on whose behalf the nomination is
made and each nominee and any other persons with whom the Nominator or the
beneficial owner, if any, on whose behalf the nomination is made is acting in
concert pursuant to which the nomination or nominations are to be made. The
Nominator shall also submit in writing with such notice (i) the information with
respect to each such proposed nominee that would be required to be provided in a
proxy statement prepared in accordance with Regulation 14A under the Exchange
Act and the rules and regulations thereunder and (ii) a notarized affidavit
executed by each such proposed nominee to the effect that, if elected as a
member of the Board of Directors, he will serve and that he is eligible for
election as a member of the Board of Directors, and that such proposed nominee
acknowledges that, as a director of the Company, he will owe a fiduciary duty,
under the DGCL, exclusively to the Corporation and its stockholders. If a
stockholder fails to submit the requisite information in the form or within the
time indicated, of if the Secretary of the Corporation or the Board of Directors
of the Company determines that the nomination otherwise has not been properly
requested, then the person to be nominated shall be ineligible for nomination at
the meeting at which such person is proposed to be nominated. The Chairman of
the Meeting shall, if the facts warrant, have the authority to determine and
declare to the meeting that a nomination was not made in accordance with the
procedures prescribed by these Bylaws, and to disregard the defective
nomination. Beneficial ownership shall be determined in accordance with Rule
13d-3 under the Exchange Act.
 
         Only such persons who are nominated in accordance with the procedures
set forth in this Section 2.4 shall be eligible to serve as directors. No person
may be appointed, nominated or elected a director of the Company unless such
person, at the time such person is nominated and appointed or elected, would
then be able to serve as a director without conflicting in any manner with any
state, federal or foreign law or regulation, as determined in good faith by the
Board of Directors.
 
         For purposes of this bylaw, "public announcement" shall mean disclosure
in a press release reported by the Dow Jones News Service, Associated Press or
comparable national news service or in a document publicly filed by the
Corporation with the Securities and Exchange Commission pursuant to Section 13,
14 or 15(d) of the Exchange Act.
 
         Nothing in this Section 2.4 shall be interpreted or construed to
require the inclusion of information about any such proposal in any proxy
statement distributed by, at the direction of, or on behalf of the Board of
Directors of the Corporation. Notwithstanding the foregoing provisions of this
Section 2.4, 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
 
                                      -11-
 
<PAGE>
 
forth in this Section 2,4. Nothing in this bylaw shall be deemed to affect any
rights of the holders of any series of Preferred Stock to elect directors under
an applicable Preferred Stock Designation (as defined in the Corporation's
Certificate of Incorporation).
 
         Section 2.5.      Place of Meetings and Meetings by Telephone. The
election of directors at all meetings of the stockholders at which directors are
to be elected shall be by written ballot unless otherwise determined by
resolution of the Board of Directors. In no event shall any stockholder be
permitted to cumulate his votes for one or more directors.Place of Meetings and
Meetings by Telephone. Meetings of the Board of Directors may be held either
within or without the State of Delaware, at whatever place is specified by the
officer calling the meeting. Meetings of the Board of Directors may also be held
by means of conference telephone or other communications equipment by means of
which all persons participating in the meeting can hear each other.
Participation in such a meeting by means of conference telephone or other
communications equipment shall constitute presence in person at such meeting,
except where a director participates in a meeting for the express purpose of
objecting to the transaction of any business on the ground that the meeting is
not lawfully called or convened. In the absence of specific designation by the
officer calling the meeting, the meetings shall be held at the principal office
of the Company.
 
         Section 2.6.      Regular Meetings. The Board of Directors shall meet
each year immediately following the annual meeting of the stockholders for the
transaction of such business as may properly be brought before the meeting. The
Board of Directors shall also meet regularly at such other times as shall be
designated by the Board of Directors. No notice of any kind to either existing
or newly elected members of the Board of Directors for such annual or regular
meetings shall be necessary.
 
         Section 2.7.      Special Meetings. Special meetings of the Board of
Directors may be held at any time upon the call of the Chairman of the Board, if
there is one, the Chief Executive Officer, if there is one, the President or a
majority of the directors then in office. The person or persons authorized to
call special meetings of the Board of Directors may fix the place and time of
the meetings. Written notice of the time, place and purpose of the special
meeting shall be sent by mail, facsimile, telegram or electronic transmission to
the last known address of the director at least two days before the meeting, or
oral notice may be substituted for such written notice if received not later
than the day preceding such meeting. Such notice may be waived in writing before
or after such meeting, and shall be equivalent to the giving of notice.
Attendance of a director at such meeting shall also constitute a waiver of
notice thereof, except where he attends for the express purpose of objecting to
the transaction of any business on the ground that the meeting is not lawfully
called or convened. Except as otherwise provided by these Bylaws, neither the
business to be transacted at, nor the purpose of, any regular or special meeting
of the Board of Directors need be specified in the notice or waiver of notice of
such meeting.
 
         Section 2.8.      Quorum and Voting. Except as otherwise provided by
law, a majority of the number of directors fixed in the manner provided in the
Certificate of Incorporation of the Company and these Bylaws shall constitute a
quorum for the transaction of business. Except as otherwise provided by law, the
Certificate of Incorporation of the Company, or these Bylaws, the affirmative
vote of a majority of the directors present at any meeting at which there is a
quorum shall be the act of the Board of Directors. Any regular or special
directors' meeting may be
 
                                      -12-
 
<PAGE>
 
adjourned from time to time by those present, whether a quorum is present or
not. The directors present at a duly organized meeting may continue to transact
business until adjournment, notwithstanding the withdrawal of enough directors
to leave less than a quorum.
 
         Section 2.9.      Compensation. Directors shall receive such
compensation for their services, including, without limitation, a fixed sum and
expenses of attendance, if any, for attendance at each regular or special
meeting of the Board of Directors or any meeting of a committee of directors, in
each case as shall be determined by the Board of Directors or any committee of
the Board to which the Board has delegated authority to determine such
compensation. No provision of these Bylaws shall be construed to preclude any
director from serving the Company in any other capacity and receiving
compensation therefrom. Members of special or standing committees shall be
entitled to receive such compensation for serving on such committees as shall be
determined by the Board of Directors or any committee of the Board to which the
Board has delegated authority to determine such compensation.
 
         Section 2.10.     Removal. Subject to the rights of the holders of any
class or series of Preferred Stock then outstanding, any director, or the entire
board of directors, may be removed from office, but only for cause and only
pursuant by the affirmative vote of the holders of record of outstanding shares
representing at least two-thirds of the voting power of all the shares of
capital stock of the Company then entitled to vote generally in the election of
directors, voting together as a single class.
 
         Section 2.11.     Executive and Other Committees. The Board of
Directors, by resolution or resolutions adopted by a majority of the Whole
Board, may designate one or more members of the Board of Directors to constitute
an Executive Committee, and one or more other committees, which shall in each
case be comprised of such number of directors as the Board of Directors may
determine from time to time or as may be required by applicable laws or the
rules of any stock exchange on which the securities of the Company are listed or
quoted. Subject to such restrictions as may be contained in the Company's
Certificate of Incorporation, or that may be imposed by the DGCL, any such
committee shall have and may exercise such powers and authority of the Board of
Directors in the management of the business and affairs of the Company as the
Board of Directors may determine by resolution and specify in the respective
resolutions appointing them, and may authorize the seal of the Company to be
affixed to all papers which may require it; but no such committee shall have the
power or authority in reference to the following matters: (a) approving or
adopting, or recommending to the stockholders of the Company, any action or
matter expressly required by the DGCL to be submitted to the stockholders for
approval or (b) adopting, amending or repealing any Bylaw of the Company. Each
duly authorized action taken with respect to a given matter by any such duly
appointed committee of the Board of Directors shall have the same force and
effect as the action of the full Board of Directors and shall constitute for all
purposes the action of the full Board of Directors with respect to such matter.
 
         Except as may otherwise be provided in the resolutions establishing the
committee or the committee charter: the Board of Directors shall have the power
at any time to change the membership of any such committee and to fill vacancies
in it; a majority of the members of any such committee shall constitute a
quorum; the Board of Directors shall name a chairman at the
 
                                      -13-
 
<PAGE>
 
time it designates members to a committee; each such committee shall appoint
such subcommittees and assistants as it may deem necessary; meetings of any
committee shall be conducted in accordance with the provisions of Sections 2.5
and 2.7 of this Article II as the same shall from time to time be amended; any
member of any such committee elected or appointed by the Board of Directors may
be removed by the Board of Directors whenever in its judgment the best interests
of the Company will be served thereby.
 
         Each committee shall keep regular minutes of its meetings and report
the same to the Board of Directors when required.
 
         Section 2.12.     Resignation. Any director may resign at any time by
written notice to the Company. Any such resignation shall take effect at the
date of receipt of such notice or at any later time specified therein, and,
unless otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective.
 
         Section 2.13.     Action by Consent. Any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting if all members of the Board or committee, as the
case may be, consent thereto in writing, and the writing or writings are filed
with the minutes of proceedings of the Board or committee.
 
                                   Article III
                                    OFFICERS
 
         Section 3.1.      Officers. The officers of the Company shall consist
of a Chief Executive Officer, a President, a Chief Operating Officer, and a
Secretary and such other officers and agents as the Board of Directors may from
time to time elect or appoint. The Board of Directors may delegate to the
Chairman of the Board, if there is one, and/or the Chief Executive Officer, if
there is one, the authority to appoint additional officers and agents of the
Company. Each officer shall hold office until his successor shall have been duly
elected or appointed and shall qualify or until his death or until he shall
resign or shall have been removed in the manner hereinafter provided. Any two or
more offices may be held by the same person. Except for the Chairman of the
Board, if any, no officer need be a director.
 
         Section 3.2.      Vacancies; Removal. Whenever any vacancies shall
occur in any office by death, resignation, increase in the number of offices of
the Company, or otherwise, the officer so elected shall hold office until his
successor is chosen and qualified. The Board of Directors may at any time remove
any officer of the Company, whenever in its judgment the best interests of the
Company will be served thereby, but such removal shall be without prejudice to
the contractual rights, if any, of the person so removed. Election or
appointment of an officer or agent shall not of itself create contractual
rights.
 
         Section 3.3.      Powers and Duties of Officers. The officers of the
Company shall have such powers and duties as generally pertain to their offices
as well as such powers and duties as
 
                                      -14-
 
<PAGE>
 
from time to time shall be conferred by the Board of Directors or, in the case
of officers other than the Chief Executive Officer, by the Chairman of the Board
of Directors. The Secretary shall have the duty to record the proceedings of the
meetings of the stockholders and directors in a book to be kept for that
purpose.
 
                                   Article IV
                                  CAPITAL STOCK
 
         Section 4.1.      Share Ownership. Shares for the capital stock of the
Company shall be certificated unless the Board of Directors of the Company
provides by resolution or resolutions that some or all of any or all classes or
series of the Company's stock may be uncertificated shares. Owners of shares of
the capital stock of the Company shall be recorded in the share transfer records
of the Company and ownership of such shares shall be evidenced by a certificate
or book entry notation in the share transfer records of the Company. Any
certificates representing such shares shall be in such form as the appropriate
officers of the Company may from time to time prescribe and shall be signed by
the Chairman of the Board, if there is one, the Chief Executive Officer, the
President or a Vice President and by the Chief Financial Officer, if there is
one, the Treasurer, an Assistant Treasurer, the Secretary or an Assistant
Secretary and shall be sealed with the seal of the Company, which signatures and
seal may be facsimiles. In case any officer who has signed or whose facsimile
signature has been placed upon such certificate shall have ceased to be such
officer before such certificate is issued, it may be issued by the Company with
the same effect as if such person were such officer at the date of its issuance.
 
         Section 4.2.      Stockholders of Record. The Board of Directors of the
Company may appoint one or more transfer agents or registrars of any class or
series of the capital stock or other security of the Company. The Company may be
its own transfer agent if so appointed by the Board of Directors. The Company
shall be entitled to treat the holder of record of any shares of the Company as
the owner thereof for all purposes, and shall not be bound to recognize any
equitable or other claim to, or interest in, such shares or any rights deriving
from such shares, on the part of any other person, including (but without
limitation) a purchaser, assignee or transferee, unless and until such other
person becomes the holder of record of such shares, whether or not the Company
shall have either actual or constructive notice of the interest of such other
person.
 
         Section 4.3.      Transfer of Shares. The shares of the capital stock
of the Company shall be transferable in the share transfer records maintained by
or on behalf of the Company by the holder of record thereof, or his duly
authorized attorney or legal representative. Except as provided below with
respect to lost or stolen certificates, and except for shares of capital stock
that are not certificated pursuant to Section 4.1, an outstanding certificate
for at least the same number of shares involved (together with an assignment and
power of transfer endorsed thereon or attached thereto, duly executed, with
proof of the authenticity of the signature, in each case as the Corporation or
its agents may reasonably require) shall be surrendered for cancellation before
a new certificate is issued therefor. In the case of lost, stolen, destroyed or
mutilated certificates representing shares for which the Company has been
requested to issue new certificates, new certificates or other evidence of such
new shares may be issued upon such
 
                                      -15-
 
<PAGE>
 
conditions as may be required by the Board of Directors or the Secretary or an
Assistant Secretary for the protection of the Company and any transfer agent or
registrar. Uncertificated shares shall be transferred in the share transfer
records maintained by or on behalf of the Company upon the written instruction
originated by the appropriate person to transfer the shares and presentation of
any customary related documents as the Corporation or its agents may reasonably
require.
 
         Section 4.4.      Stockholders of Record and Fixing of Record Date. For
the purpose of determining stockholders entitled to notice of or to vote at any
meeting of stockholders or any adjournment thereof, or entitled to receive a
distribution by the Company (other than a distribution involving a purchase or
redemption by the Company of any of its own shares) or a share dividend, or in
order to make a determination of stockholders for any other proper purpose, the
Board of Directors may provide that the share transfer records shall be closed
for a stated period of not more than sixty days, and in the case of a meeting of
stockholders not less than ten days, immediately preceding the meeting, or it
may fix in advance a record date for any such determination of stockholders,
such date to be not more than sixty days, and in the case of a meeting of
stockholders not less than ten days, prior to the date on which the particular
action requiring such determination of stockholders is to be taken. If the share
transfer records are not closed and no record date is fixed for the
determination of stockholders entitled to notice of or to vote at a meeting of
stockholders, or stockholders entitled to receive a distribution (other than a
distribution involving a purchase or redemption by the Company of any of its own
shares) or a share dividend, the day next preceding the date on which notice of
the meeting is mailed or the date on which the resolution of the Board of
Directors declaring such distribution or share dividend is adopted, as the case
may be, shall be the record date for such determination of stockholders. Except
to the extent otherwise provided by law, when a determination of stockholders
entitled to vote at any meeting of stockholders has been made as herein
provided, such determination shall apply to any adjournment thereof except where
the determination has been made through the closing of the share transfer
records and the stated period of closing has expired and except that the Board
of Directors may in its discretion fix a new record date for the adjourned
meeting.
 
                                    Article V
                            MISCELLANEOUS PROVISIONS
 
         Section 5.1.      Waiver of Notice. Whenever notice is required to be
given under any provision of the DGCL, the Certificate of Incorporation, or
these Bylaws, a written waiver, signed by the person entitled to notice, or a
waiver by electronic transmission by the person entitled to notice, whether
before or after the date and time of the event of which notice was required,
shall be deemed equivalent to notice. Attendance of a person at a meeting shall
constitute a waiver or notice of such meeting, except when the person attends a
meeting for the express purpose of objecting at the beginning of the meeting, to
the transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
regular of special meeting of the stockholders, directors or members of a
 
                                      -16-
 
<PAGE>
 
committee of directors need to specified in any written waiver of notice or any
waiver by electronic transmission unless so required by the Certificate of
Incorporation.
 
         Section 5.2.      Offices. The principal office of the Company shall be
located in Houston, Texas, unless and until changed by resolution of the Board
of Directors. The Company may also have offices at such other places as the
Board of Directors may designate from time to time, or as the business of the
Company may require. The principal office and registered office may be, but need
not be, the same.
 
         Section 5.3.      Resignations. Any director or officer may resign at
any time. Such resignations shall be made in writing and shall take effect at
the time specified therein, or, if no time is specified, at the time of its
receipt by the Chairman of the Board, if there is one, the Chief Executive
Officer, if there is one, the President or the Corporate Secretary. The
acceptance of a resignation shall not be necessary to make it effective, unless
expressly so provided in the resignation.
 
         Section 5.4.      Seal. The seal of the Company shall be in such form
as the Board of Directors shall prescribe.
 
         Section 5.5.      Separability. If one or more of the provisions of
these Bylaws shall be held to be invalid, illegal or unenforceable, such
invalidity, illegality or unenforceability shall not affect any other provision
hereof and these Bylaws shall be construed as if such invalid, illegal or
unenforceable provision or provisions had never been contained herein.
 
                                   Article VI
                               AMENDMENT OF BYLAWS
 
         Section 6.1.      Vote Requirements. Subject to the provisions of the
Certificate of Incorporation, these Bylaws may be altered, amended or repealed
or new Bylaws may be adopted (1) at any annual or special meeting of the
stockholders of the Company by the affirmative vote of the holders of at least
two-thirds of the voting power of the capital stock issued and outstanding and
entitled to vote thereat, voting as a single class, provided that any proposed
alteration or repeal of, or the adoption of any bylaw inconsistent with,
Sections 1.3, 1.10, 1.11 and 1.12 of Article II, Sections 2.2, 2.3, 2.4 and 2.10
of Article III and this Article VII by the stockholders shall require the
affirmative vote of the holders of at least 80% of the voting power of the
capital stock issued and outstanding and entitled to vote thereat, voting as a
single class, and provided further that in the case of any such stockholder
action at a special meeting of stockholders, notice of such alteration,
amendment, repeal or adoption of new Bylaws must be contained in the notice of
such special meeting or (2) by the affirmative vote of a majority of the Whole
Board at any regular meeting of the Board of Directors or at any special meeting
of the Board of Directors if notice of such alteration, amendment, repeal or
adoption of new Bylaws be contained in the notice of such special meeting. 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.
 
                                      -17-
 
<PAGE>
 
Effective Date: ____________________              By: __________________________
                                                  Name: Anthony J. Nocella
                                                  Title: President