AMENDED AND RESTATED BYLAWS
                                       OF
 
                              WITNESS SYSTEMS, INC.
                            (A DELAWARE CORPORATION)
 
 
         The following are the Bylaws ("Bylaws") of WITNESS SYSTEMS, INC., a
Delaware corporation (the "Corporation"), effective as of December 3, 1999:
 
                                   ARTICLE I.
 
                                     OFFICES
 
         Section 1.1.  PRINCIPAL EXECUTIVE OFFICE. The principal executive
office of the Corporation shall be located at 1105 Sanctuary Parkway, Suite 210,
Alpharetta, Georgia 30004 or at such other place as may be designated from time
to time by the Chairman of the Board or the Board of Directors of the
Corporation (the "Board of Directors").
 
         Section 1.2.  OTHER OFFICES. The Corporation may also have an office or
offices at such other place or places, either within or without the State of
Delaware, as the Board of Directors may from time to time determine or as the
business of the Corporation may require.
 
                                   ARTICLE II.
 
                            MEETINGS OF STOCKHOLDERS
 
         Section 2.1.  ANNUAL MEETINGS. The annual meeting of stockholders of
the Corporation shall be held at a date and at such time as the Board of
Directors shall determine. At each annual meeting of stockholders, directors
shall be elected in accordance with the provisions of Section 3.3 hereof and any
other proper business may be transacted.
 
         Section 2.2.  SPECIAL MEETINGS. Special meetings of stockholders, for
any purpose or purposes, may be called at any time by a majority of the Board of
Directors, the Chairman of the Board, the Chief Executive Officer or the
President.
 
         Section 2.3.  PLACE OF MEETINGS. Each annual or special meeting of
stockholders shall be held at such location as may be determined by the Board of
Directors or, if no such determination is made, at such place as may be
determined by the Chairman of the Board, the Chief Executive Officer or the
President. If no location is so determined, any annual or special meeting shall
be held at the principal executive office of the Corporation.
 
         Section 2.4.  NOTICE OF MEETINGS. Written notice of each annual or
special meeting of stockholders stating the date and time when, and the place
where, it is to be held shall be delivered either personally or by mail to
stockholders entitled to vote at such meeting not less than ten (10) nor more
than sixty (60) days before the date of the meeting. The purpose or purposes for
which the meeting is called may, in the case of an annual meeting, and shall, in
the case of a special meeting, also be stated. If mailed, such notice shall be
directed to a stockholder at his address as it shall appear on the stock books
of the Corporation, unless he shall have filed with the Secretary of the
Corporation a written request that notices intended for him be mailed to some
other address, in which case such notice shall be mailed to the address
designated in such request.
 
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         Section 2.5.  CONDUCT OF MEETINGS. All annual and special meetings of
stockholders shall be conducted in accordance with such rules and procedures as
the Board of Directors may determine subject to the requirements of applicable
law and, as to matters not governed by such rules and procedures, as the
chairman of such meeting shall determine. The chairman of any annual or special
meeting of stockholders shall be the Chairman of the Board. The Secretary, or in
the absence of the Secretary, a person designated by the Chairman of the Board,
shall act as secretary of the meeting.
 
         Section 2.6.  QUORUM. At any meeting of stockholders of the
Corporation, the presence, in person or by proxy, of the holders of record of a
majority of the shares then issued and outstanding and entitled to vote at the
meeting shall constitute a quorum for the transaction of business; provided,
however, that this Section 2.6 shall not affect any different requirement which
may exist under statute, pursuant to the rights of any authorized class or
series of stock, or under the Certificate of Incorporation of the Corporation,
as amended or restated from time to time (the "Certificate"), for the vote
necessary for the adoption of any measure governed thereby.
 
         In the absence of a quorum, either the Chairman of the Board or the
stockholders entitled to vote thereat, present in person or represented by
proxy, shall have the power to 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 that might have been transacted at
the meeting as originally notified. If the adjournment is for more than thirty
(30) days, or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.
 
         Section 2.7.  VOTES REQUIRED. The affirmative vote of a majority of the
shares present in person or represented by proxy at a duly called meeting of
stockholders of the Corporation, at which a quorum is present and entitled to
vote on the subject matter, shall be sufficient to take or authorize action upon
any matter which may properly come before the meeting, except that the election
of directors shall be by plurality vote, unless the vote of a greater or
different number thereof is required by statute, by the rights of any authorized
class of stock or by the Certificate.
 
         Unless the Certificate or a resolution of the Board of Directors
adopted in connection with the issuance of shares of any class or series of
stock provides for a greater or lesser number of votes per share, or limits or
denies voting rights, each outstanding share of stock, regardless of class or
series, shall be entitled to one (l) vote on each matter submitted to a vote at
a meeting of stockholders.
 
         Section 2.8.  PROXIES. A stockholder may vote the shares owned of
record by him either in person or by proxy executed in writing (which shall
include writings sent by telex, telegraph, cable or electronic transmission, on
terms satisfactory to the Corporation) by the stockholder himself or by his duly
authorized attorney-in-fact. No proxy shall be valid after three (3) years from
its date, unless the proxy provides for a longer period. Each proxy shall be in
writing, subscribed by the stockholder or his duly authorized attorney-in-fact,
and dated, but it need not be sealed, witnessed or acknowledged.
 
         Section 2.9.  NO ACTION BY WRITTEN CONSENT. The stockholders of the
Corporation may not take action by written consent without a meeting, but must
take any such actions at a duly called annual or special meeting in accordance
with these Bylaws and the Certificate.
 
         Section 2.10. LIST OF STOCKHOLDERS. The Secretary of the Corporation
shall prepare and make (or cause to be prepared and made), at least ten (10)
days before every meeting of stockholders, a complete list of the stockholders
entitled to vote at the meeting, arranged in alphabetical order and showing the
address of, and the number of shares registered in the name of, each
stockholder. Such list
 
 
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shall be open to the examination of any stockholder, for any purpose germane to
the meeting, during ordinary business hours, for a period of at least ten (10)
days prior to the meeting, either at a place within the city where the meeting
is to be held, which place shall be specified in the notice of the meeting, or,
if not 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
duration thereof, and may be inspected by any stockholder who is present.
 
         Section 2.11. INSPECTOR OF ELECTION. In advance of any meeting of
stockholders, the Board of Directors may appoint an Inspector of Election to act
at such meeting or at any adjournment or adjournments thereof. If such Inspector
is not so appointed or fail or refuses to act, the chairman of any such meeting
may (and, upon the demand of any stockholder or stockholder's proxy, shall) make
such an appointment. No such Inspector need be a stockholder of the Corporation.
 
         Subject to any provisions of the Certificate of Incorporation, the
Inspector of Election shall determine the number of shares outstanding, the
voting power of each, the shares represented at the meeting, the existence of a
quorum and the authenticity, validity and effect of proxies; he shall receive
votes, ballots or consents, hear and determine all challenges and questions in
any way arising in connection with the right to vote, count and tabulate all
votes or consents, determine when the polls shall close and determine the
result; and finally, he shall do such acts as may be proper to conduct the
election or vote with fairness to all stockholders. On request, the Inspector
shall make a report in writing to the secretary of the meeting concerning any
challenge, question or other matter as may have been determined by them and
shall execute and deliver to such secretary a certificate of any fact found by
them.
 
         Section 2.12. NOTICE OF STOCKHOLDER ACTION. Any stockholder proposal or
nomination for the election of a director by a stockholder shall be delivered to
the Corporate Secretary of the Corporation no less than ninety (90) days nor
more than one hundred twenty (120) days in advance of the first anniversary of
the Corporation's annual meeting held in the prior year; provided, however, that
in the event the Corporation shall not have had an annual meeting in the prior
year, such notice shall be delivered no less than ninety (90) days nor more than
one hundred twenty (120) days in advance of May 15 of the current year. Such
stockholder nominations must contain (a) as to each person whom the stockholder
proposes to nominate for election or re-election as a director at the annual
meeting: (w) the name, age, business address and residence address of the
proposed nominee, (x) the principal occupation or employment or the proposed
nominee, (y) the class and number of shares of capital stock of the Corporation
which are beneficially owned by the proposed nominee, and (z) any other
information relating to the proposed nominee that is required to be disclosed in
solicitations for proxies for election of directors pursuant to Rule 14a under
the Securities Exchange Act of 1934, as amended; and (b) as to the stockholder
giving notice of nominees for election at the annual meeting, (i) the name and
record address of the stockholder, and (ii) the class and number of shares of
capital stock of the Corporation which are beneficially owned by the
stockholder.
 
                                  ARTICLE III.
 
                                    DIRECTORS
 
         Section 3.1.  POWERS. The business and affairs of the Corporation shall
be managed by and be under the direction of the Board of Directors. The Board of
Directors shall exercise all the powers of the Corporation, except those that
are conferred upon or reserved to the stockholders by statute, the Certificate
or these Bylaws.
 
         Section 3.2.  NUMBER. The number of directors shall be fixed from time
to time by resolution of the Board of Directors but shall not be less than
three.
 
 
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         Section 3.3.  ELECTION AND TERM OF OFFICE. Each director shall serve
until his successor is elected and qualified or until his death, resignation or
removal, no decrease in the authorized number of directors shall shorten the
term of any incumbent director, and additional directors elected in connection
with rights to elect such additional directors under specified circumstances
which may be granted to the holders of any series of Preferred Stock shall not
be included in any class, but shall serve for such term or terms and pursuant to
such other provisions as are specified in the resolution of the Board of
Directors establishing such series.
 
         Section 3.4.  ELECTION OF CHAIRMAN OF THE BOARD. At the organizational
meeting immediately following the annual meeting of stockholders, the directors
shall elect a Chairman of the Board from among the directors who shall hold
office until the corresponding meeting of the Board of Directors in the next
year and until his successor shall have been elected or until his earlier
resignation or removal. Any vacancy in such office may be filled for the
unexpired portion of the term in the same manner by the Board of Directors at
any regular or special meeting.
 
         Section 3.5.  REMOVAL. Any director may be removed from office only as
provided in the Certificate of Incorporation.
 
         Section 3.6.  VACANCIES AND ADDITIONAL DIRECTORSHIPS. Unless otherwise
provided in the Certificate, vacancies in the Board of Directors resulting from
death, resignation, disqualification, removal, increase in the number of
directorships as provided in Section 3.2 above or other cause shall be filled
solely 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 such director's
successor shall have been elected and qualified, or until such director's
earlier removal, death or resignation. No decrease in the number of directors
constituting the Board of Directors shall shorten the term of any incumbent
director. Unless otherwise provided in the Certificate, new members of the Board
of Directors shall be nominated by the Chairman of the Board and approved by the
Board of Directors.
 
         Section 3.7.  REGULAR AND SPECIAL MEETINGS. Regular meetings of the
Board of Directors may be held without notice at such time and at such place as
shall from time to time be determined by the board. Special meetings of the
board may be called by the Chairman of the Board, the Chief Executive Officer or
the President on twelve (12) hours' notice to each director by phone, fax or
electronic mail; special meetings shall be called by the Chairman of the Board,
the Chief Executive Officer, the President or the Secretary in like manner and
on like notice on the written request of a majority of the Board unless the
Board consists of only one director, in which case special meetings shall be
called by the Chairman of the Board, the Chief Executive Officer, the President
or Secretary in like manner and on like notice on the written request of the
sole director.
 
         Section 3.8.  QUORUM. At all meetings of the Board of Directors, a
majority of the fixed number of directors shall constitute a quorum for the
transaction of business, except that if the Board of Directors consists of one
(1) director, then the one director shall constitute a quorum.
 
         In the absence of a quorum, the directors present, by majority vote and
without notice other than by announcement, may adjourn the meeting from time to
time until a quorum shall be present. At any reconvened meeting following such
an adjournment at which a quorum shall be present, any business may be
transacted which might have been transacted at the meeting as originally
notified.
 
 
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         Section 3.9.  VOTES REQUIRED. Except as otherwise provided by
applicable law or by the Certificate of Incorporation, the vote of a majority of
the directors present at a meeting duly held at which a quorum is present shall
be sufficient to pass any measure.
 
         Section 3.10. PLACE AND CONDUCT OF MEETINGS.
 
         Each regular meeting and special meeting of the Board of Directors
shall be held at a location determined as follows: The Board of Directors may
designate any place, within or without the State of Delaware, for the holding of
any meeting. If no such designation is made: (a) any meeting called by a
majority of the directors shall be held at such location, within the county of
the Corporation's principal executive office, as the directors calling the
meeting shall designate; and (b) any other meeting shall be held at such
location, within the county of the Corporation's principal executive office, as
the Chairman of the Board may designate or, in the absence of such designation,
at the Corporation's principal executive office. Subject to the requirements of
applicable law, all regular and special meetings of the Board of Directors shall
be conducted in accordance with such rules and procedures as the Board of
Directors may approve and, as to matters not governed by such rules and
procedures, as the chairman of such meeting shall determine. The chairman of any
regular or special meeting shall be the Chairman of the Board, or, in his
absence, a person designated by the Board of Directors. The Secretary, or, in
the absence of the Secretary, a person designated by the chairman of the
meeting, shall act as secretary of the meeting. Notwithstanding anything in this
Section 3.10 to the contrary, unless otherwise restricted by the Certificate or
these Bylaws, members of the Board of Directors, or any committee designated by
the Board of Directors, may participate in a meeting of the Board of Directors,
or any committee, by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and such participation in a meeting shall constitute presence in
person at the meeting.
 
         Section 3.11. FEES AND COMPENSATION. Directors shall be paid such
compensation as may be fixed from time to time by resolution of the Board of
Directors: (a) for their usual and contemplated services as directors; (b) for
their services as members of committees appointed by the Board of Directors,
including attendance at committee meetings as well as services which may be
required when committee members must consult with management staff; and (c) for
extraordinary services as directors or as members of committees appointed by the
Board of Directors, over and above those services for which compensation is
fixed pursuant to items (a) and (b) in this Section 3.11. Compensation may be in
the form of an annual retainer fee or a fee for attendance at meetings, or both,
or in such other form or on such basis as the resolutions of the Board of
Directors shall fix. Directors shall be reimbursed for all reasonable expenses
incurred by them in attending meetings of the Board of Directors and committees
appointed by the Board of Directors and in performing compensable extraordinary
services. Nothing contained herein shall be construed to preclude any director
from serving the Corporation in any other capacity, such as an officer, agent,
employee, consultant or otherwise, and receiving compensation therefor.
 
         Section 3.12. COMMITTEES OF THE BOARD OF DIRECTORS. To the full extent
permitted by applicable law, the Board of Directors may from time to time
establish committees, including, but not limited to, the committees set forth in
subsections (a) and (b) of this Section 3.12, standing or special committees and
an executive committee, which shall have such duties and powers as are
authorized by these Bylaws or by the Board of Directors. Committee members, and
the chairman of each committee, shall be appointed by the Board of Directors.
The Chairman of the Board, in conjunction with the several committee chairmen,
if any, shall make recommendations to the Board of Directors for its final
action concerning members to be appointed to the several committees of the Board
of Directors. Any member of any committee may be removed at any time with or
without cause by the Board of Directors. Vacancies which occur on any committee
shall be filled by a resolution of the Board of
 
 
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Directors. If any vacancy shall occur in any committee by reason of death,
resignation, disqualification, removal or otherwise, the remaining members of
such committee, so long as a quorum is present, may continue to act until such
vacancy is filled by the Board of Directors. The provisions of Sections 3.7,
3.8, 3.9 and 3.10 of these Bylaws shall apply to any such Committee of the Board
of Directors.
 
                  (a) Audit Committee. The Audit Committee shall consist of at
least two non-employee directors appointed by a majority of the whole Board and
is authorized and directed to take all action necessary to safeguard corporate
assets, maintain proper accounting records, direct and monitor the internal
audit function, nominate an external auditor, and review the scope and quality
of the annual statutory audit. The Audit Committee shall present an annual
report to the Corporation's Board detailing any deficiencies or problems in the
financial reporting of the Corporation for the past fiscal year. The Audit
Committee shall also annually present to the Board a plan for the current fiscal
year which corrects any problem areas or deficiencies the Corporation discovered
during the prior fiscal year, details any planned amendments to the internal
audit function, and reviews the effectiveness of the external auditor. The Audit
Committee shall also perform any investigation or review of the financial
reporting of the Corporation that the Board instructs it to undertake from time
to time and upon completion of such investigation or review, deliver a report to
the Board detailing the Audit Committee's findings.
 
                  (b) Compensation Committee. The Compensation Committee shall
consist of at least two non-employee directors appointed by the whole Board and
is authorized and directed to take any and all action necessary to set
compensation for the Corporation's executive officers, to review officer
compensation plans and benefit programs, monitor and motivate officer
performance, and based on an annual review of executive compensation programs
and policies of the Corporation's competitors and select other companies who
compete in a labor market for the Corporation's officers, modify or adjust the
officer compensation or benefit plans so as to retain and attract the leadership
talent necessary to successfully maintain and grow the Corporation's business.
In connection with its duties and obligations, the Compensation Committee shall
receive recommendations from the Corporation's Chief Executive Officer
concerning the Corporation's executive officers (other than the Chief Executive
Officer) and may also regularly solicit compensation program design/practice
data from various compensation consultants. The Compensation Committee may use
this information and any other information it gathers when it establishes
compensation for Corporation's executive officers. Unless the Board of Directors
establishes a separate committee to govern the administration of the
Corporation's stock incentive plans, the Compensation Committee shall govern the
foregoing activities.
 
                                   ARTICLE IV.
 
                                    OFFICERS
 
         Section 4.1.  DESIGNATION, ELECTION AND TERM OF OFFICE. The Corporation
shall have a Chairman of the Board, a Chief Executive Officer, a President, a
Treasurer, such Executive Vice Presidents as the Board of Directors deems
appropriate, a Secretary and such other officers as the Board of Directors may
deem appropriate. These officers shall be elected annually by the Board of
Directors at the organizational meeting immediately following the annual meeting
of stockholders, and each such officer shall hold office until the corresponding
meeting of the Board of Directors in the next year and until his successor shall
have been elected and qualified or until his earlier resignation, death or
removal. Any vacancy in any of the above offices may be filled for the unexpired
portion of the term by the Board of Directors at any regular or special meeting.
 
 
         Section 4.2.  CHAIRMAN OF THE BOARD OF DIRECTORS. The Chairman of the
Board of Directors shall preside at all meetings of the stockholders and the
Board of Directors and shall have
 
 
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such other powers and perform such other duties as may from time to time be
assigned by the Board. Unless otherwise determined by the Board of Directors,
the Chairman shall be the Chief Executive Officer of the Corporation.
 
         Section 4.3.  CHIEF EXECUTIVE OFFICER. The Chief Executive Officer
shall see that all orders and resolutions of the Board of Directors are carried
into effect, shall have the power to appoint, set compensation for and remove
such vice presidents, subordinate officers and agents as the business of the
Corporation may require, other than those actually appointed or elected by the
directors, shall have general management of the business of the Corporation, and
shall perform all other duties incident to the office of Chief Executive Officer
and shall have such other powers and perform such other duties as may from time
to time be assigned by the Board.
 
         Section 4.4.  PRESIDENT. The President shall be the chief operating
officer of the Corporation. Such individual shall be responsible for the active
management of the business of the Corporation, shall perform such other duties
incident to the office of Chief Operating Officer, and shall have such other
powers and perform such other duties as may from time to time be assigned by the
Chief Executive Officer or the Board. The President shall, in the absence of the
Chief Executive Officer, serve with the power and authority of that office until
such time as the Chief Executive Officer returns to his duties.
 
         Section 4.5.  SECRETARY. The Secretary shall attend the meetings of the
shareholders and the Board of Directors and keep minutes of those meetings in
suitable books kept for that purpose. Such individual shall have custody of the
stock books and stock ledgers of the Corporation, shall give, or cause to be
given, all notices as are required by law, or by the Certificate of
Incorporation, or by these Bylaws. The Secretary shall perform such other duties
as may be prescribed by the Board of Directors or by the Chief Executive
Officer, as well as the usual duties incident to the office of Secretary. Any
duty of the Secretary may be performed by the Assistant Secretary elected by the
Board.
 
         Section 4.6.  TREASURER. The Treasurer shall be the chief financial
officer of the Corporation and shall have custody of the corporate funds and
securities and shall keep, or cause to be kept, full and accurate accounts of
receipts and disbursements in books kept for that purpose. He shall deposit all
monies, and other valuable effects, in the name and to the credit of the
Corporation, in such depository as the Board of Directors or Chief Executive
Officer shall designate. As directed by the Board of Directors or the Chief
Executive Officer, the Treasurer shall disburse monies of the Corporation,
taking proper vouchers for such disbursements and shall render to the Chief
Executive Officer and the Board of Directors an account of all his transactions
as Treasurer and of the financial condition of the Corporation. In addition, the
Treasurer shall perform all the usual duties incident to the office of
Treasurer. Any duty of the Treasurer may be performed by the Assistant Treasurer
elected by the Board.
 
         Section 4.7.  ASSISTANT OFFICERS. The Chief Executive Officer may
appoint one or more assistant secretaries and such other assistant officers as
the business of the Corporation may require, each of whom shall hold office for
such period, have such authority and perform such duties as may be specified
from time to time by the Chief Executive Officer.
 
         Section 4.8.  WHEN DUTIES OF AN OFFICER MAY BE DELEGATED. In the case
of absence or disability of an officer of the Corporation or for any other
reason that may seem sufficient to the Board of Directors, the Board of
Directors or any officer designated by it, or the Chairman, may, for the time of
the absence or disability, delegate such officer's duties and powers to any
other officer of the Corporation.
 
 
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         Section 4.9.  OFFICERS HOLDING TWO OR MORE OFFICES. The same person may
hold any two (2) or more of the above-mentioned offices.
 
         Section 4.10. COMPENSATION. The Board of Directors shall have the power
to fix the compensation of all officers and employees of the Corporation.
 
         Section 4.11. RESIGNATIONS. Any officer may resign at any time by
giving written notice to the Board of Directors, to the Chief Executive Officer,
or to the Secretary of the Corporation. Any such resignation shall take effect
at the time specified therein unless otherwise determined by the Board of
Directors. The acceptance of a resignation by the Corporation shall not be
necessary to make it effective.
 
         Section 4.12. REMOVAL. Any officer of the Corporation may be removed,
with or without cause, by the affirmative vote of a majority of the entire Board
of Directors. Any assistant officer of the Corporation may be removed, with or
without cause, by the Chief Executive Officer or by the Board of Directors.
 
                                   ARTICLE V.
 
                                     NOTICES
 
         Section 5.1.  NO PERSONAL NOTICE REQUIREMENT. Whenever, under the
provisions of the Delaware General Corporation Law, the Certificate or these
Bylaws, notice is required to be given to any director or stockholder, it shall
not be construed to mean personal notice (except as provided in Article III,
Section 3.7 (as it relates to special meetings of the Board of Directors only)),
but such notice may be given in writing, by mail, addressed to such director or
stockholder, at his address as it appears on the records of the Corporation,
with postage thereon prepaid, and such notice shall be deemed to be given at the
time when the same shall be deposited in the United States mail. Notice to
directors may also be given by telephone, telegram or facsimile.
 
         Section 5.2.  WAIVER OF NOTICE. Whenever any notice is required to be
given under the provisions of the Delaware General Corporation Law, or the
Certificate or these Bylaws, a waiver thereof in writing, signed by the person
or persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent thereto.
 
                                   ARTICLE VI.
 
                     INDEMNIFICATION OF DIRECTORS, OFFICERS
                      EMPLOYEES AND OTHER CORPORATE AGENTS
 
         Section 6.1.  INDEMNIFICATION. The Corporation shall, subject to the
terms of the Certificate and to the fullest extent authorized under the laws of
the State of Delaware, as those laws may be amended and supplemented from time
to time, indemnify any director or officer made, or threatened to be made, a
party to an action or proceeding, whether criminal, civil, administrative or
investigative, by reason of being a director or officer of the Corporation or a
predecessor corporation or, at the Corporation's request, a director or officer
of another corporation. The indemnification provided for in this Article VI
shall: (i) not be deemed exclusive of any other rights to which those
indemnified may be entitled under any Bylaw, agreement or vote of stockholders
or disinterested directors or otherwise, both as to action in their official
capacities and as to action in another capacity while holding such office, (ii)
continue as to a person who has ceased to be a director or officer, and (iii)
inure to the benefit of the heirs, executors and administrators of such a
person. The Corporation's obligation to provide indemnification
 
 
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under this Article VI shall be offset to the extent of any other source of
indemnification or any otherwise applicable insurance coverage under a policy
maintained by the Corporation or any other person.
 
         Expenses incurred by a director or officer of the Corporation in
defending a civil or criminal action, suit or proceeding by reason of the fact
that he is or was a director or officer of the Corporation (or was serving at
the Corporation's request as a director or officer of another corporation) shall
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 he is not entitled to be indemnified by the Corporation as authorized by
relevant sections of the Delaware General Corporation Law. Notwithstanding the
foregoing, the Corporation shall not be required to advance such expenses to a
director or officer who is a party to an action, suit or proceeding brought by
the Corporation and approved by a majority of the Board of Directors of the
Corporation which alleges willful misappropriation of corporate assets by such
director or officer, disclosure of confidential information in violation of the
fiduciary or contractual obligations of such director or officer to the
Corporation, or any other willful and deliberate breach in bad faith of such
duty of the director or officer to the Corporation or its stockholders.
 
         The foregoing provisions of this Article VI shall be deemed to be a
contract between the Corporation and each director or officer who serves in such
capacity at any time while this Bylaw is in effect, and any repeal or
modification hereof shall not affect any rights or obligations then existing
with respect to any state of facts then or theretofore existing or any action,
suit or proceeding theretofore or thereafter brought based in whole or in part
upon any such state of facts.
 
         The Board of Directors in its discretion shall have power on behalf of
the Corporation to indemnify any person, other than a director or officer, made
a party to any action, suit or proceeding by reason of the fact that he, his
testator or intestate, is or was an employee or agent of the Corporation.
 
         To assure indemnification under this Article VI of all directors,
officers, employees and agents who are determined by the Corporation or
otherwise to be or to have been "fiduciaries" of any employee benefit plan of
the Corporation which may exist from time to time, Section 145 of the General
Corporation Law of Delaware shall, for the purposes of this Article VI, be
interpreted as follows: an "other enterprise" shall be deemed to include such an
employee benefit plan, including without limitation, any plan of the Corporation
which is governed by the Act of Congress entitled "Employee Retirement Income
Security Act of 1974," as amended from time to time; the Corporation shall be
deemed to have requested a person to serve an employee benefit plan where the
performance by such person of his duties to the Corporation also imposes duties
on, or otherwise involves services by, such person to the plan or participants
or beneficiaries of the plan; and excise taxes assessed on a person with respect
to an employee benefit plan pursuant to such Act of Congress shall be deemed
"fines."
 
         Section 6.2.  INSURANCE. Upon resolution passed by the Board of
Directors, the Corporation may purchase and maintain insurance on behalf of any
person who is or was an Agent against any liability asserted against him and
incurred by him in any such capacity, or arising out of his status as such,
whether or not the Corporation would have the power to indemnify him against
such liability under the provisions of this Article VI.
 
         Section 6.3.  SAVINGS CLAUSE.
 
         If this Article VI or any portion thereof shall be invalidated on any
ground by any court of competent jurisdiction, then the Corporation shall
nevertheless indemnify each director, officer, employee and agent described in
this Article VI as to expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement with respect to any action, suit or proceeding,
whether civil, criminal,
 
 
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<PAGE>   10
 
administrative or investigative, and whether internal or external, including a
grand jury proceeding and an action or suit brought by or in the right of the
Corporation, to the full extent permitted by any applicable portion of this
Article VI that shall not have been invalidated, or by any other applicable law.
 
                                  ARTICLE VII.
 
                                      STOCK
 
         Section 7.1.  CERTIFICATES. Except as otherwise provided by law, each
stockholder shall be entitled to a certificate or certificates which shall
represent and certify the number and class (and series, if appropriate) of
shares of stock owned by him in the Corporation. Each certificate shall be
signed in the name of the Corporation by the Chairman of the Board or a
Vice-Chairman of the Board or the Chief Executive Officer, the President or a
Vice President, together with the Treasurer or an Assistant Treasurer, or the
Secretary or an Assistant Secretary. Any or all of the signatures on any
certificate may be a facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the Corporation with the same effect
as if such person were such officer, transfer agent or registrar at the date of
issue.
 
         Section 7.2.  TRANSFER OF SHARES. Shares of stock shall be transferable
on the books of the Corporation only by the holder thereof, in person or by his
duly authorized attorney, upon the surrender of the certificate representing the
shares to be transferred, properly endorsed, to the Corporation's transfer
agent, if the Corporation has a transfer agent, or to the Corporation's
registrar, if the Corporation has a registrar, or to the Secretary, if the
Corporation has neither a transfer agent nor a registrar. The Board of Directors
shall have power and authority to make such other rules and regulations
concerning the issue, transfer and registration of certificates of the
Corporation's stock as it may deem expedient.
 
         Section 7.3.  TRANSFER AGENTS AND REGISTRARS. The Corporation may have
one or more transfer agents and one or more registrars of its stock whose
respective duties the Board of Directors or the Secretary may, from time to
time, define. No certificate of stock shall be valid until countersigned by a
transfer agent, if the Corporation has a transfer agent, or until registered by
a registrar, if the Corporation has a registrar. The duties of transfer agent
and registrar may be combined.
 
         Section 7.4.  STOCK LEDGERS. Original or duplicate stock ledgers,
containing the names and addresses of the stockholders of the Corporation and
the number of shares of each class of stock held by them, shall be kept at the
principal executive office of the Corporation or at the office of its transfer
agent or registrar.
 
         Section 7.5.  RECORD DATES. The Board of Directors may fix, in advance,
a date as the 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 stockholders 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 in order to make a
determination of stockholders for any other proper purpose. Such date in any
case shall be not more than sixty (60) days, and in case of a meeting of
stockholders, not less than ten (10) days, prior to the date on which the
particular action requiring such determination of stockholders is to be taken.
Only those stockholders of record on the date so fixed shall be entitled to any
of the foregoing rights, notwithstanding the transfer of any such stock on the
books of the Corporation after any such record date fixed by the Board of
Directors.
 
 
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<PAGE>   11
 
         Section 7.6.  LOST CERTIFICATES. The Board of Directors may direct a
new certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate or
certificates, or his or her legal representative, to advertise the same in such
manner as it shall require and/or to give the Corporation a bond in such sum 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 7.7.  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 to hold
liable for calls and assessments a person registered on its books as the owner
of shares 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.
 
                                   FISCAL YEAR
 
         The fiscal year of the Corporation shall be fixed by resolution of the
Board of Directors.
 
                                   ARTICLE IX.
 
                                      SEAL
 
         The Board of Directors may adopt a corporate seal having inscribed
thereon the name of the Corporation, the year of its organization and the words
"Corporate Seal, Delaware." The seal may be used by causing it or a facsimile
thereof to be impressed or affixed or reproduced or otherwise.
 
                                   ARTICLE X.
 
                                    AMENDMENT
 
         These Bylaws may be altered, amended or repealed or new bylaws may be
adopted by the affirmative vote of holders of at least 66 2/3% vote of the
outstanding voting stock of the Corporation. These Bylaws may also be altered,
amended or repealed or new bylaws may be adopted by the Board of Directors, when
such power is conferred upon the Board of Directors by the Certificate of
Incorporation. The foregoing may occur at any regular meeting of the
stockholders or of the Board of Directors or at any special meeting of the
stockholders or 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. If the power to adopt, amend or repeal bylaws is conferred upon
the Board of Directors by the Certificate of Incorporation, it shall not divest
or limit the power of the stockholders to adopt, amend or repeal bylaws.
 
 
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