AMENDED AND RESTATED BY-LAWS
 
                                       OF
 
                               OPEN SOLUTIONS INC.
 
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                                TABLE OF CONTENTS
 
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ARTICLE I    STOCKHOLDERS....................................................................................   1
    1.1      Place of Meetings...............................................................................   1
    1.2      Annual Meeting..................................................................................   1
    1.3      Special Meetings................................................................................   1
    1.4      Notice of Meetings..............................................................................   1
    1.5      Voting List.....................................................................................   1
    1.6      Quorum..........................................................................................   2
    1.7      Adjournments....................................................................................   2
    1.8      Voting and Proxies..............................................................................   2
    1.9      Action at Meeting...............................................................................   2
    1.10     Nomination of Directors.........................................................................   3
    1.11     Notice of Business at Annual Meetings...........................................................   4
    1.12     Conduct of Meetings.............................................................................   6
    1.13     No Action by Written Consent in Lieu of a Meeting...............................................   7
 
ARTICLE II   DIRECTORS.......................................................................................   7
    2.1      General Powers..................................................................................   7
    2.2      Number, Election and Qualification..............................................................   7
    2.3      Classes of Directors............................................................................   7
    2.4      Terms of Office.................................................................................   7
    2.5      Allocation of Directors Among Classes in the Event of Increases or Decreases in the Authorized
               Number of Directors...........................................................................   8
    2.6      Quorum..........................................................................................   8
    2.7      Action at Meeting...............................................................................   8
    2.8      Removal.........................................................................................   8
    2.9      Vacancies.......................................................................................   8
    2.10     Resignation.....................................................................................   8
    2.11     Regular Meetings................................................................................   9
    2.12     Special Meetings................................................................................   9
    2.13     Notice of Special Meetings......................................................................   9
    2.14     Meetings by Conference Communications Equipment.................................................   9
    2.15     Action by Written Consent.......................................................................   9
    2.16     Committees......................................................................................   9
    2.17     Compensation of Directors......................................................................   10
 
ARTICLE III  OFFICERS........................................................................................  10
    3.1      Titles..........................................................................................  10
    3.2      Election........................................................................................  10
    3.3      Qualification...................................................................................  10
    3.4      Tenure..........................................................................................  10
    3.5      Resignation and Removal.........................................................................  10
    3.6      Vacancies.......................................................................................  10
    3.7      Chairman of the Board...........................................................................  11
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    3.8      President; Chief Executive Officer..............................................................  11
    3.9      Vice Presidents.................................................................................  11
    3.10     Secretary and Assistant Secretaries.............................................................  11
    3.11     Treasurer and Assistant Treasurers..............................................................  12
    3.12     Salaries........................................................................................  12
 
ARTICLE IV   CAPITAL STOCK...................................................................................  12
    4.1      Issuance of Stock...............................................................................  12
    4.2      Certificates of Stock...........................................................................  12
    4.3      Transfers.......................................................................................  13
    4.4      Lost, Stolen or Destroyed Certificates..........................................................  13
    4.5      Record Date.....................................................................................  13
 
ARTICLE V    GENERAL PROVISIONS..............................................................................  14
    5.1      Fiscal Year.....................................................................................  14
    5.2      Corporate Seal..................................................................................  14
    5.3      Waiver of Notice................................................................................  14
    5.4      Voting of Securities............................................................................  14
    5.5      Evidence of Authority...........................................................................  14
    5.6      Certificate of Incorporation....................................................................  14
    5.7      Transactions with Interested Parties............................................................  14
    5.8      Severability....................................................................................  15
    5.9      Pronouns........................................................................................  15
 
ARTICLE VI   AMENDMENTS......................................................................................  15
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                                   ARTICLE I
 
                                  STOCKHOLDERS
 
         1.1      Place of Meetings. All meetings of stockholders shall be held
at such place as may be designated from time to time by the Board of Directors,
the Chairman of the Board or the President or, if not so designated, at the
principal office of the corporation.
 
         1.2      Annual Meeting. The annual meeting of stockholders for the
election of directors and for the transaction of such other business as may
properly be brought before the meeting shall be held on a date and at a time
designated by the Board of Directors, the Chairman of the Board or the President
(which date shall not be a legal holiday in the place where the meeting is to be
held). If no annual meeting is held in accordance with the foregoing provisions,
a special meeting may be held in lieu of the annual meeting, and any action
taken at that special meeting shall have the same effect as if it had been taken
at the annual meeting, and in such case all references in these By-laws to the
annual meeting of the stockholders shall be deemed to refer to such special
meeting.
 
         1.3      Special Meetings. Special meetings of stockholders for any
purpose or purposes may be called at any time by the Board of Directors, the
Chairman of the Board or the President, but such special meetings may not be
called by any other person or persons. Business transacted at any special
meeting of stockholders shall be limited to matters relating to the purpose or
purposes stated in the notice of meeting.
 
         1.4      Notice of Meetings. Except as otherwise provided by law,
notice of each meeting of stockholders, whether annual or special, shall be
given not less than 10 nor more than 60 days before the date of the meeting to
each stockholder entitled to vote at such meeting. Without limiting the manner
by which notice otherwise may be given to stockholders, any notice shall be
effective if given by a form of electronic transmission consented to (in a
manner consistent with the General Corporation Law of the State of Delaware) by
the stockholder to whom the notice is given. The notices of all meetings shall
state the place, date and time of the meeting and the means of remote
communications, if any, by which stockholders and proxyholders may be deemed to
be present in person and vote at such meeting. The notice of a special meeting
shall state, in addition, the purpose or purposes for which the meeting is
called. If notice is given by mail, such notice shall be deemed given when
deposited in the United States mail, postage prepaid, directed to the
stockholder at such stockholder's address as it appears on the records of the
corporation. If notice is given by electronic transmission, such notice shall be
deemed given at the time specified in Section 232 of the General Corporation Law
of the State of Delaware.
 
         1.5      Voting List. The Secretary shall prepare, at least 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 each stockholder and the number of shares registered in the name of
each stockholder. Such list shall be open to the examination of any stockholder,
for any purpose germane to the meeting, for a period of at least 10 days prior
to the meeting: (i) on a reasonably accessible electronic network, provided that
the information required to gain access to such list is provided with notice of
the meeting, or (ii) during ordinary business hours, at the principal place of
business of the corporation. The list shall also be
 
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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.
 
         1.6      Quorum. Except as otherwise provided by law, the Certificate
of Incorporation or these By-laws, the holders of a majority of the shares of
the capital stock of the corporation issued and outstanding and entitled to vote
at the meeting, present in person, present by means of remote communication in a
manner, if any, authorized by the Board of Directors in its sole discretion, or
represented by proxy, shall constitute a quorum for the transaction of business.
A quorum, once established at a meeting, shall not be broken by the withdrawal
of enough votes to leave less than a quorum.
 
         1.7      Adjournments. Any meeting of stockholders may be adjourned
from time to time to any other time and to any other place at which a meeting of
stockholders may be held under these By-laws by the stockholders present or
represented at the meeting and entitled to vote, although less than a quorum,
or, if no stockholder is present, by any officer entitled to preside at or to
act as secretary of such meeting. It shall not be necessary to notify any
stockholder of any adjournment of less than 30 days if the time and place of the
adjourned meeting, and the means of remote communication, if any, by which
stockholders and proxyholders may be deemed to be present in person and vote at
such adjourned meeting, are announced at the meeting at which adjournment is
taken, unless after the adjournment a new record date is fixed for the adjourned
meeting. At the adjourned meeting, the corporation may transact any business
which might have been transacted at the original meeting.
 
         1.8      Voting and Proxies. Each stockholder shall have one vote for
each share of stock entitled to vote held of record by such stockholder and a
proportionate vote for each fractional share so held, unless otherwise provided
by law or the Certificate of Incorporation. Each stockholder of record entitled
to vote at a meeting of stockholders may vote in person (including by means of
remote communications, if any, by which stockholders may be deemed to be present
in person and vote at such meeting) or may authorize another person or persons
to vote for such stockholder by a proxy executed or transmitted in a manner
permitted by the General Corporation Law of the State of Delaware by the
stockholder or such stockholder's authorized agent and delivered (including by
electronic transmission) to the Secretary of the corporation. No such proxy
shall be voted upon after three years from the date of its execution, unless the
proxy expressly provides for a longer period.
 
         1.9      Action at Meeting. When a quorum is present at any meeting,
any matter other than the election of directors to be voted upon by the
stockholders at such meeting shall be decided by the vote of the holders of
shares of stock having a majority of the votes cast by the holders of all of the
shares of stock present or represented and voting on such matter (or if there
are two or more classes of stock entitled to vote as separate classes, then in
the case of each such class, the holders of a majority of the stock of that
class present or represented and voting on such matter), except when a different
vote is required by law, the Certificate of Incorporation or these By-laws. When
a quorum is present at any meeting, any election by stockholders of directors
shall be determined by a plurality of the votes cast by the stockholders
entitled to vote on the election.
 
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         1.10     Nomination of Directors.
 
                  (a)      Except for (i) any directors entitled to be elected
by the holders of preferred stock and (ii) any directors elected in accordance
with Section 2.9 hereof by the Board of Directors to fill a vacancy or
newly-created directorships, only persons who are nominated in accordance with
the procedures in this Section 1.10 shall be eligible for election as directors.
Nomination for election to the Board of Directors of the corporation at a
meeting of stockholders may be made (i) by or at the direction of the Board of
Directors or (ii) by any stockholder of the corporation who (x) complies with
the notice procedures set forth in Section 1.10(b) and (y) is a stockholder of
record on the date of the giving of such notice and on the record date for the
determination of stockholders entitled to vote at such meeting.
 
                  (b)      To be timely, a stockholder's notice must be received
in writing by the Secretary at the principal executive offices of the
corporation as follows: (x) in the case of an election of directors at an annual
meeting of stockholders, not less than 60 days nor more than 90 days prior to
the first anniversary of the preceding year's annual meeting; provided, however,
that (i) in the case of the annual meeting of stockholders of the corporation to
be held in 2004 or (ii) in the event that the date of the annual meeting in any
other year is advanced by more than 20 days, or delayed by more than 60 days,
from the first anniversary of the preceding year's annual meeting, a
stockholder's notice must be so received not earlier than the ninetieth day
prior to such annual meeting and not later than the close of business on the
later of (A) the sixtieth day prior to such annual meeting and (B) the tenth day
following the day on which notice of the date of such annual meeting was mailed
or public disclosure of the date of such annual meeting was made, whichever
first occurs; or (y) in the case of an election of directors at a special
meeting of stockholders, not earlier than the ninetieth day prior to such
special meeting and not later than the close of business on the later of (i) the
sixtieth day prior to such special meeting and (ii) the tenth day following the
day on which notice of the date of such special meeting was mailed or public
disclosure of the date of such special meeting was made, whichever first occurs.
 
         The stockholder's notice to the Secretary shall set forth: (a) as to
each proposed nominee (i) such person's name, age, business address and, if
known, residence address, (ii) such person's principal occupation or employment,
(iii) the class and number of shares of stock of the corporation which are
beneficially owned by such person, and (iv) any other information concerning
such person that must be disclosed as to nominees in proxy solicitations
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"); (b) as to the stockholder giving the notice (i) such
stockholder's name and address, as they appear on the corporation's books, (ii)
the class and number of shares of stock of the corporation which are owned,
beneficially and of record, by such stockholder, (iii) a description of all
arrangements or understandings between such stockholder and each proposed
nominee and any other person or persons (including their names) pursuant to
which the nomination(s) are to be made by such stockholder, (iv) a
representation that such stockholder intends to appear in person or by proxy at
the meeting to nominate the person(s) named in its notice and (v) a
representation whether the stockholder intends or is part of a group which
intends (a) to deliver a proxy statement and/or form of proxy to holders of at
least the percentage of the corporation's outstanding capital stock required to
elect the nominee and/or (b) otherwise to solicit proxies from stockholders in
support of such nomination; and (c) as to the beneficial owner, if any, on whose
behalf the nomination is being made (i) such beneficial owner's name and
address, (ii) the
 
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class and number of shares of stock of the corporation which are beneficially
owned by such beneficial owner, (iii) a description of all arrangements or
understandings between such beneficial owner and each proposed nominee and any
other person or persons (including their names) pursuant to which the
nomination(s) are to be made and (iv) a representation whether the beneficial
owner intends or is part of a group which intends (a) to deliver a proxy
statement and/or form of proxy to holders of at least the percentage of the
corporation's outstanding capital stock requirement to elect the nominee and/or
(b) otherwise to solicit proxies from stockholders in support of such
nomination. In addition, to be effective, the stockholder's notice must be
accompanied by the written consent of the proposed nominee to serve as a
director if elected. The corporation may require any proposed nominee to furnish
such other information as may reasonably be required to determine the
eligibility of such proposed nominee to serve as a director of the corporation.
 
                  (c)      The chairman of any meeting shall, if the facts
warrant, determine that a nomination was not made in accordance with the
provisions of this Section 1.10 (including whether the stockholder or beneficial
owner, if any, on whose behalf the nomination is made solicited (or is part of a
group which solicited) or did not so solicit, as the case may be, proxies in
support of such stockholder's nominee in compliance with the representations
with respect thereto required by this Section 1.10).
 
                  (d)      Except as otherwise required by law, nothing in this
Section 1.10 shall obligate the corporation or the Board of Directors to include
in any proxy statement or other stockholder communication distributed on behalf
of the corporation or the Board of Directors information with respect to any
nominee for director submitted by a stockholder.
 
                  (e)      Notwithstanding the foregoing provisions of this
Section 1.10, if the stockholder (or a qualified representative of the
stockholder) does not appear at the annual or special meeting of stockholders of
the corporation to present a nomination, such nomination shall be disregarded,
notwithstanding that proxies in respect of such vote may have been received by
the corporation.
 
                  (f)      For purposes of this Section 1.10, "public
disclosure" shall include disclosure in a press release reported by the Dow
Jones New 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.
 
         1.11     Notice of Business at Annual Meetings.
 
                  (a)      At any annual meeting of the stockholders, only such
business shall be conducted as shall have been properly brought before the
meeting. To be properly brought before an annual meeting, business must be (i)
specified in the notice of meeting (or any supplement thereto) given by or at
the direction of the Board of Directors, (ii) otherwise properly brought before
the meeting by or at the direction of the Board of Directors, or (iii) properly
brought before the meeting by a stockholder. For business to be properly brought
before an annual meeting by a stockholder, (i) if such business relates to the
election of directors of the corporation, the procedures in Section 1.10 must be
complied with and (ii) if such business relates to any other matter, the
stockholder must (x) have given timely notice thereof in writing
 
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to the Secretary in accordance with the procedures set forth in Section 1.11(b)
and (y) be a stockholder of record on the date of the giving of such notice and
on the record date for the determination of stockholders entitled to vote at
such annual meeting.
 
                  (b)      To be timely, a stockholder's notice must be received
in writing by the Secretary at the principal executive offices of the
corporation not less than 60 days nor more than 90 days prior to the first
anniversary of the preceding year's annual meeting; provided, however, that (i)
in the case of the annual meeting of stockholders of the corporation to be held
in 2004 or (ii) in the event that the date of the annual meeting in any other
year is advanced by more than 20 days, or delayed by more than 60 days, from the
first anniversary of the preceding year's annual meeting, a stockholder's notice
must be so received not earlier than the ninetieth day prior to such annual
meeting and not later than the close of business on the later of (A) the
sixtieth day prior to such annual meeting and (B) the tenth day following the
day on which notice of the date of such annual meeting was mailed or public
disclosure of the date of such annual meeting was made, whichever first occurs.
 
         The stockholder's notice to the Secretary shall set forth as to each
matter the stockholder proposes to bring before the annual meeting (i) a brief
description of the business desired to be brought before the annual meeting and
the reasons for conducting such business at the annual meeting, (ii) the name
and address, as they appear on the corporation's books, of the stockholder
proposing such business, and the name and address of the beneficial owner, if
any, on whose behalf the proposal is made, (iii) the class and number of shares
of stock of the corporation which are owned, of record and beneficially, by the
stockholder and beneficial owner, if any, (iv) a description of all arrangements
or understandings between such stockholder or such beneficial owner, if any, and
any other person or persons (including their names) in connection with the
proposal of such business by such stockholder and any material interest of the
stockholder or such beneficial owner, if any, in such business, (v) a
representation that such stockholder intends to appear in person or by proxy at
the annual meeting to bring such business before the meeting and (vi) a
representation whether the stockholder or the beneficial owner, if any, intends
or is part of a group which intends (a) to deliver a proxy statement and/or form
of proxy to holders of at least the percentage of the corporation's outstanding
capital stock required to approve or adopt the proposal and/or (b) otherwise to
solicit proxies from stockholders in support of such proposal. Notwithstanding
anything in these By-laws to the contrary, no business shall be conducted at any
annual meeting of stockholders except in accordance with the procedures set
forth in this Section 1.11; provided that any stockholder proposal which
complies with Rule 14a-8 of the proxy rules (or any successor provision)
promulgated under the Securities Exchange Act of 1934, as amended, and is to be
included in the corporation's proxy statement for an annual meeting of
stockholders shall be deemed to comply with the requirements of this Section
1.11.
 
                  (c)      The chairman of any meeting shall, if the facts
warrant, determine that business was not properly brought before the meeting in
accordance with the provisions of this Section 1.11 (including whether the
stockholder or beneficial owner, if any, on whose behalf the proposal is made
solicited (or is part of a group which solicited) or did not so solicit, as the
case may be, proxies in support of such stockholder's proposal in compliance
with the representation with respect thereto required by this Section 1.11), and
if the chairman should so determine, the chairman shall so declare to the
meeting and such business shall not be brought before the meeting.
 
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                  (d)      Notwithstanding the foregoing provisions of this
Section 1.11, if the stockholder (or a qualified representative of the
stockholder) does not appear at the annual meeting of stockholders of the
corporation to present business, such business shall not be transacted,
notwithstanding that proxies in respect of such vote may have been received by
the corporation.
 
                  (e)      For purposes of this Section 1.11, "public
disclosure" shall include disclosure in a press release reported by the Dow
Jones New 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.
 
         1.12     Conduct of Meetings.
 
                  (a)      Chairman of Meeting. Meetings of stockholders shall
be presided over by the Chairman of the Board, if any, or in the Chairman's
absence by the Vice Chairman of the Board, if any, or in the Vice Chairman's
absence by the President, or in the President's absence by a Vice President, or
in the absence of all of the foregoing persons by a chairman designated by the
Board of Directors, or in the absence of such designation by a chairman chosen
by vote of the stockholders at the meeting. The Secretary shall act as secretary
of the meeting, but in the Secretary's absence the chairman of the meeting may
appoint any person to act as secretary of the meeting.
 
                  (b)      Rules, Regulations and Procedures. The Board of
Directors of the corporation may adopt by resolution such rules, regulations and
procedures for the conduct of any meeting of stockholders of the corporation as
it shall deem appropriate including, without limitation, such guidelines and
procedures as it may deem appropriate regarding the participation by means of
remote communication of stockholders and proxyholders not physically present at
a meeting. Except to the extent inconsistent with such rules, regulations and
procedures as adopted by the Board of Directors, the chairman of any meeting of
stockholders shall have the right and authority to prescribe such rules,
regulations and procedures and to do all such acts as, in the judgment of such
chairman, are appropriate for the proper conduct of the meeting. Such rules,
regulations or procedures, whether adopted by the Board of Directors or
prescribed by the chairman of the meeting, may include, without limitation, the
following: (i) the establishment of an agenda or order of business for the
meeting; (ii) rules and procedures for maintaining order at the meeting and the
safety of those present; (iii) limitations on attendance at or participation in
the meeting to stockholders of record of the corporation, their duly authorized
and constituted proxies or such other persons as shall be determined; (iv)
restrictions on entry to the meeting after the time fixed for the commencement
thereof; and (v) limitations on the time allotted to questions or comments by
participants. Unless and to the extent determined by the Board of Directors or
the chairman of the meeting, meetings of stockholders shall not be required to
be held in accordance with the rules of parliamentary procedure.
 
                  (c)      Closing of Polls. The chairman of the meeting shall
announce at the meeting when the polls for each matter to be voted upon at the
meeting will be opened and closed. If no announcement is made, the polls shall
be deemed to have opened when the meeting is convened and closed upon the final
adjournment of the meeting. After the polls close, no ballots, proxies or votes
or any revocations or changes thereto may be accepted.
 
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                  (d)      Inspectors of Election. In advance of any meeting of
stockholders, the Board of Directors, the Chairman of the Board or the President
shall appoint one or more inspectors or election to act at the meeting and make
a written report thereof. One or more other persons may be designated as
alternate inspectors to replace any inspector who fails to act. If no inspector
or alternate is present, ready and willing to act at a meeting of stockholders,
the chairman of the meeting shall appoint one or more inspectors to act at the
meeting. Unless otherwise required by law, inspectors may be officers, employees
or agents of the corporation. Each inspector, before entering upon the discharge
of such inspector's duties, 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. The inspector shall have the duties prescribed by law
and shall take charge of the polls and, when the vote in completed, shall make a
certificate of the result of the vote taken and of such other facts as may be
required by law.
 
         1.13     No Action by Written Consent in Lieu of a Meeting.
Stockholders of the corporation may not take any action by written consent in
lieu of a meeting.
 
                                   ARTICLE II
 
                                    DIRECTORS
 
         2.1      General Powers. The business and affairs of the corporation
shall be managed by or under the direction of a Board of Directors, who may
exercise all of the powers of the corporation except as otherwise provided by
law, the Certificate of Incorporation or these By-laws.
 
         2.2      Number, Election and Qualification. Subject to the rights of
holder of any series of Preferred Stock to elect directors, the number of
directors which shall constitute the whole Board of Directors shall be
determined from time to time by resolution of the Board of Directors, but in no
event shall be less than three. The directors shall be elected at the annual
meeting of stockholders by such stockholders as have the right to vote on such
election. Directors need not be stockholders of the corporation.
 
         2.3      Classes of Directors. Subject to the rights of holder of any
series of Preferred Stock to elect directors, the Board of Directors shall be
and is divided into three classes: Class I, Class II and Class III. No one class
shall have more than one director more than any other class. If a fraction is
contained in the quotient arrived at by dividing the authorized number of
directors by three, then, if such fraction is one-third, the extra director
shall be a member of Class I, and if such fraction is two-thirds, one of the
extra directors shall be a member of Class I and one of the extra directors
shall be a member of Class II, unless otherwise provided by resolution of the
Board of Directors.
 
         2.4      Terms of Office. Subject to the rights of holder of any series
of Preferred Stock to elect directors, each director shall serve for a term
ending on the date of the third annual meeting following the annual meeting at
which such director was elected; provided, that each director initially
appointed to Class I shall serve for a term expiring at the corporation's annual
meeting of stockholders held in 2004; each director initially appointed to Class
II shall serve for a term expiring at the corporation's annual meeting of
stockholders held in 2005; and each
 
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director initially appointed to Class III shall serve for a term expiring at the
corporation's annual meeting of stockholders held in 2006; provided further,
that the term of each director shall continue until the election and
qualification of a successor and be subject to such director's earlier death,
resignation or removal.
 
         2.5      Allocation of Directors Among Classes in the Event of
Increases or Decreases in the Authorized Number of Directors. In the event of
any increase or decrease in the authorized number of directors, (i) each
director then serving as such shall nevertheless continue as a director of the
class of which such director is a member until the expiration of such director's
current term, subject to such director's earlier death, resignation or removal
and (ii) the newly created or eliminated directorships resulting from such
increase or decrease shall be apportioned by the Board of Directors among the
three classes of directors in accordance with the provisions of Section 2.3. To
the extent possible, consistent with the provisions of Section 2.3, any newly
created directorships shall be added to those classes whose terms of office are
to expire at the latest dates following such allocation, and any newly
eliminated directorships shall be subtracted from those classes whose terms of
offices are to expire at the earliest dates following such allocation, unless
otherwise provided from time to time by resolution of the Board of Directors.
 
         2.6      Quorum. A majority of the directors at any time in office
shall constitute a quorum for the transaction of business. If at any meeting of
the Board of Directors there shall be less than such a quorum, a majority of the
directors present may adjourn the meeting from time to time without further
notice other than announcement at the meeting, until a quorum shall be present.
 
         2.7      Action at Meeting. Every act or decision done or made by a
majority of the directors present at a meeting duly held at which a quorum is
present shall be regarded as the act of the Board of Directors unless a greater
number is required by law, by the Certificate of Incorporation or by these
By-laws.
 
         2.8      Removal. Subject to the rights of holder of any series of
Preferred Stock, directors of the corporation may be removed only for cause by
the affirmative vote of the holders of at least seventy-five percent (75%) of
the votes which all the stockholders would be entitled to cast in any annual
election of directors.
 
         2.9      Vacancies. Subject to the rights of holder of any series of
Preferred Stock, any vacancy or newly-created directorships in the Board of
Directors, however occurring shall be filled only by vote of a majority of the
directors then in office, although less than a quorum, or by a sole remaining
director and shall not be filled by the stockholders. A director elected to fill
a vacancy shall be elected to hold office until the next election of the class
for which such director shall have been chosen, subject to the election and
qualification of a successor and to such director's earlier death, resignation
or removal.
 
         2.10     Resignation. Any director may resign by delivering a
resignation in writing or by electronic transmission to the corporation at its
principal office or to the Chairman of the Board, the President or the
Secretary. Such resignation shall be effective upon receipt unless it is
specified to be effective at some later time or upon the happening of some later
event.
 
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         2.11     Regular Meetings. Regular meetings of the Board of Directors
may be held without notice at such time and place as shall be determined from
time to time by the Board of Directors; provided that any director who is absent
when such a determination is made shall be given notice of the determination. A
regular meeting of the Board of Directors may be held without notice immediately
after and at the same place as the annual meeting of stockholders.
 
         2.12     Special Meetings. Special meetings of the Board of Directors
may be held at any time and place designated in a call by the Chairman of the
Board, the President, two or more directors, or by one director in the event
that there is only a single director in office.
 
         2.13     Notice of Special Meetings. Notice of any special meeting of
directors shall be given to each director by the Secretary or by the officer or
one of the directors calling the meeting. Notice shall be duly given to each
director (i) by giving notice to such director in person or by telephone at
least 24 hours in advance of the meeting, (ii) by sending a telegram, telecopy
or electronic mail, or delivering written notice by hand, to such director's
last known business, home or electronic mail address at least 48 hours in
advance of the meeting, or (iii) by sending written notice, via first-class mail
or reputable overnight courier, to such director's last known business or home
address at least 72 hours in advance of the meeting. A notice or waiver of
notice of a meeting of the Board of Directors need not specify the purposes of
the meeting.
 
         2.14     Meetings by Conference Communications Equipment. Directors may
participate in meetings of the Board of Directors or any committee thereof by
means of conference telephone or other communications equipment by means of
which all persons participating in the meeting can hear each other, and
participation by such means shall constitute presence in person at such meeting.
 
         2.15     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 to the action in writing or by electronic transmission, and
the written consents or electronic transmissions are filed with the minutes of
proceedings of the Board or committee.
 
         2.16     Committees. The Board of Directors may designate one or more
committees, each committee to consist of one or more of the directors of the
corporation. The Board may designate one or more directors as alternate members
of any committee, who may replace any absent or disqualified member at any
meeting of the committee. In the absence or disqualification of a member of a
committee, the member or members of the committee present at any meeting and not
disqualified from voting, whether or not such member or members constitute a
quorum, may unanimously appoint another member of the Board of Directors to act
at the meeting in the place of any such absent or disqualified member. Any such
committee, to the extent provided in the resolution of the Board of Directors
and subject to the provisions of law, shall have and may exercise all the powers
and authority of the Board of Directors in the management of the business and
affairs of the corporation and may authorize the seal of the corporation to be
affixed to all papers which may require it. Each such committee shall keep
minutes and make such reports as the Board of Directors may from time to time
request. Except as the Board of Directors may otherwise determine, any committee
may make rules for the conduct of its business, but unless otherwise provided by
the directors or in such rules, its
 
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business shall be conducted as nearly as possible in the same manner as is
provided in these By-laws for the Board of Directors.
 
         2.17     Compensation of Directors. Directors may be paid such
compensation for their services and such reimbursement for expenses of
attendance at meetings as the Board of Directors may from time to time
determine. No such payment shall preclude any director from serving the
corporation or any of its parent or subsidiary corporations in any other
capacity and receiving compensation for such service.
 
                                  ARTICLE III
 
                                    OFFICERS
 
         3.1      Titles. The officers of the corporation may consist of a
President, a Secretary, a Treasurer and such other officers with such other
titles as the Board of Directors may determine, including a Chairman of the
Board, a Vice Chairman of the Board, and one or more Vice Presidents, Assistant
Treasurers, and Assistant Secretaries. The Board of Directors may appoint such
other officers as it may deem appropriate.
 
         3.2      Election. The President, Treasurer and Secretary may be
elected annually by the Board of Directors at its first meeting following the
annual meeting of stockholders. Other officers may be appointed by the Board of
Directors at such meeting or at any other meeting.
 
         3.3      Qualification. No officer need be a stockholder. Any two or
more offices may be held by the same person.
 
         3.4      Tenure. Except as otherwise provided by law, by the
Certificate of Incorporation or by these By-laws, each officer shall hold office
until such officer's successor is elected and qualified, unless a different term
is specified in the resolution electing or appointing such officer, or until
such officer's earlier death, resignation or removal.
 
         3.5      Resignation and Removal. Any officer may resign by delivering
a written resignation to the corporation at its principal office or to the Chief
Executive Officer or the Secretary. Such resignation shall be effective upon
receipt unless it is specified to be effective at some later time or upon the
happening of some later event.
 
Any officer may be removed at any time, with or without cause, by vote of a
majority of the entire number of directors then in office.
 
Except as the Board of Directors may otherwise determine, no officer who resigns
or is removed shall have any right to any compensation as an officer for any
period following such officer's resignation or removal, or any right to damages
on account of such removal, whether such officer's compensation be by the month
or by the year or otherwise, unless such compensation is expressly provided in a
duly authorized written agreement with the corporation.
 
         3.6      Vacancies. The Board of Directors may fill any vacancy
occurring in any office for any reason and may, in its discretion, leave
unfilled for such period as it may determine any offices. Each such successor
shall hold office for the unexpired term of such officer's
 
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predecessor and until a successor is elected and qualified, or until such
officer's earlier death, resignation or removal.
 
         3.7      Chairman of the Board. The Board of Directors may appoint from
its members a Chairman of the Board. If the Board of Directors appoints a
Chairman of the Board, such Chairman shall perform such duties and possess such
powers as are assigned by the Board of Directors and, if the Chairman of the
Board is also designated as the corporation's Chief Executive Officer, shall
have the powers and duties of the Chief Executive Officer prescribed in Section
3.8 of these By-laws. Unless otherwise provided by the Board of Directors, the
Chairman of the Board shall preside at all meetings of the Board of Directors
and stockholders.
 
         3.8      President; Chief Executive Officer. Unless the Board of
Directors has designated the Chairman of the Board or another person as the
corporation's Chief Executive Officer, the President shall be the Chief
Executive Officer of the corporation. The Chief Executive Officer shall have
general charge and supervision of the business of the Corporation subject to the
direction of the Board of Directors. The President shall perform such other
duties and shall have such other powers as the Board of Directors and the Chief
Executive Officer (if the Chairman of the Board or another person is serving in
such position) may from time to time prescribe.
 
         3.9      Vice Presidents. Any Vice President shall perform such duties
and possess such powers as the Board of Directors or the Chief Executive Officer
may from time to time prescribe. In the event of the absence, inability or
refusal to act of the Chief Executive Officer or the President (if the President
is not the Chief Executive Officer), the Vice President (or if there shall be
more than one, the Vice Presidents in the order determined by the Board of
Directors) shall perform the duties of the Chief Executive Officer and when so
performing shall have all the powers of and be subject to all the restrictions
upon the Chief Executive Officer. The Board of Directors may assign to any Vice
President the title of Executive Vice President, Senior Vice President or any
other title selected by the Board of Directors.
 
         3.10     Secretary and Assistant Secretaries. The Secretary shall
perform such duties and shall have such powers as the Board of Directors or the
Chief Executive Officer may from time to time prescribe. In addition, the
Secretary shall perform such duties and have such powers as are incident to the
office of the secretary, including without limitation the duty and power to give
notices of all meetings of stockholders and special meetings of the Board of
Directors, to attend all meetings of stockholders and the Board of Directors and
keep a record of the proceedings, to maintain a stock ledger and prepare lists
of stockholders and their addresses as required, to be custodian of corporate
records and the corporate seal and to affix and attest to the same on documents.
 
         Any Assistant Secretary shall perform such duties and possess such
powers as the Board of Directors, the Chief Executive Officer or the Secretary
may from time to time prescribe. In the event of the absence, inability or
refusal to act of the Secretary, the Assistant Secretary (or if there shall be
more than one, the Assistant Secretaries in the order determined by the Board of
Directors) shall perform the duties and exercise the powers of the Secretary.
 
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         In the absence of the Secretary or any Assistant Secretary at any
meeting of stockholders or directors, the chairman of the meeting shall
designate a temporary secretary to keep a record of the meeting.
 
         3.11     Treasurer and Assistant Treasurers. The Treasurer shall
perform such duties and shall have such powers as may from time to time be
assigned by the Board of Directors or the Chief Executive Officer. In addition,
the Treasurer shall perform such duties and have such powers as are incident to
the office of treasurer, including without limitation the duty and power to keep
and be responsible for all funds and securities of the corporation, to deposit
funds of the corporation in depositories selected in accordance with these
By-laws, to disburse such funds as ordered by the Board of Directors, to make
proper accounts of such funds, and to render as required by the Board of
Directors statements of all such transactions and of the financial condition of
the corporation.
 
         The Assistant Treasurers shall perform such duties and possess such
powers as the Board of Directors, the Chief Executive Officer or the Treasurer
may from time to time prescribe. In the event of the absence, inability or
refusal to act of the Treasurer, the Assistant Treasurer (or if there shall be
more than one, the Assistant Treasurers in the order determined by the Board of
Directors) shall perform the duties and exercise the powers of the Treasurer.
 
         3.12     Salaries. Officers of the corporation shall be entitled to
such salaries, compensation or reimbursement as shall be fixed or allowed from
time to time by the Board of Directors.
 
                                   ARTICLE IV
 
                                  CAPITAL STOCK
 
         4.1      Issuance of Stock. Unless otherwise voted by the stockholders
and subject to the provisions of the Certificate of Incorporation, the whole or
any part of any unissued balance of the authorized capital stock of the
corporation or the whole or any part of any shares of the authorized capital
stock of the corporation held in the corporation's treasury may be issued, sold,
transferred or otherwise disposed of by vote of the Board of Directors in such
manner, for such lawful consideration and on such terms as the Board of
Directors may determine.
 
         4.2      Certificates of Stock. Every holder of stock of the
corporation shall be entitled to have a certificate, in such form as may be
prescribed by law and by the Board of Directors, certifying the number and class
of shares owned by such holder in the corporation. Each such certificate shall
be signed by, or in the name of the corporation by, the Chairman or Vice
Chairman, if any, of the Board of Directors, or the President or a Vice
President, and the Treasurer or an Assistant Treasurer, or the Secretary or an
Assistant Secretary of the corporation. Any or all of the signatures on the
certificate may be a facsimile.
 
         Each certificate for shares of stock which are subject to any
restriction on transfer pursuant to the Certificate of Incorporation, these
By-laws, applicable securities laws or any agreement among any number of
stockholders or among such holders and the corporation shall
 
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<PAGE>
 
have conspicuously noted on the face or back of the certificate either the full
text of the restriction or a statement of the existence of such restriction.
 
         There shall be set forth on the face or back of each certificate
representing shares of such class or series of stock of the corporation a
statement that the corporation will furnish without charge to each stockholder
who so requests a copy of the full text of the powers, designations, preferences
and relative, participating, optional or other special rights of each class of
stock or series thereof and the qualifications, limitations or restrictions of
such preferences and/or rights.
 
         4.3      Transfers. Except as otherwise established by rules and
regulations adopted by the Board of Directors, and subject to applicable law,
shares of stock may be transferred on the books of the corporation by the
surrender to the corporation or its transfer agent of the certificate
representing such shares properly endorsed or accompanied by a written
assignment or power of attorney properly executed, and with such proof of
authority or the authenticity of signature as the corporation or its transfer
agent may reasonably require. Except as may be otherwise required by law, by the
Certificate of Incorporation or by these By-laws, the corporation shall be
entitled to treat the record holder of stock as shown on its books as the owner
of such stock for all purposes, including the payment of dividends and the right
to vote with respect to such stock, regardless of any transfer, pledge or other
disposition of such stock until the shares have been transferred on the books of
the corporation in accordance with the requirements of these By-laws.
 
         4.4      Lost, Stolen or Destroyed Certificates. The corporation may
issue a new certificate of stock in place of any previously issued certificate
alleged to have been lost, stolen, or destroyed, upon such terms and conditions
as the Board of Directors may prescribe, including the presentation of
reasonable evidence of such loss, theft or destruction and the giving of such
indemnity as the Board of Directors may require for the protection of the
corporation or any transfer agent or registrar.
 
         4.5      Record Date. The Board of Directors may fix in advance a date
as a record date for the determination of the stockholders entitled to notice of
or to vote at any meeting of stockholders, or entitled to receive payment of any
dividend or other distribution or allotment of any rights in respect of any
change, conversion or exchange of stock, or for the purpose of any other lawful
action. Such record date shall not be more than 60 nor less than 10 days before
the date of such meeting, nor more than 60 days prior to any other action to
which such record date relates.
 
         If no record date is fixed, the record date for determining
stockholders entitled to notice of or to vote at a meeting of stockholders shall
be at the close of business on the day before the day on which notice is given,
or, if notice is waived, at the close of business on the day before the day on
which the meeting is held. If no record date is fixed, the record date for
determining stockholders for any other purpose shall be at the close of business
on the day on which the Board of Directors adopts the resolution relating to
such purpose.
 
         A determination of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.
 
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                                   ARTICLE V
 
                               GENERAL PROVISIONS
 
         5.1      Fiscal Year. Except as from time to time otherwise designated
by the Board of Directors, the fiscal year of the corporation shall begin on the
first day of January of each year and end on the last day of December in each
year.
 
         5.2      Corporate Seal. The corporate seal shall be in such form as
shall be approved by the Board of Directors.
 
         5.3      Waiver of Notice. Whenever notice is required to be given by
law, by the Certificate of Incorporation or by these By-laws, a written waiver
signed by the person entitled to notice, or a waiver by electronic transmission
by the person entitled to notice, whether before, at or after the time stated in
such notice, shall be deemed equivalent to notice. Attendance of a person at a
meeting shall constitute a waiver of 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.
 
         5.4      Voting of Securities. Except as the Board of Directors may
otherwise designate, the President or the Treasurer may waive notice of, and act
as, or appoint any person or persons to act as, proxy or attorney-in-fact for
this corporation (with or without power of substitution) at any meeting of
stockholders or shareholders of any other corporation or organization, the
securities of which may be held by this corporation.
 
         5.5      Evidence of Authority. A certificate by the Secretary, or an
Assistant Secretary, or a temporary Secretary, as to any action taken by the
stockholders, directors, a committee or any officer or representative of the
corporation shall as to all persons who rely on the certificate in good faith be
conclusive evidence of such action.
 
         5.6      Certificate of Incorporation. All references in these By-laws
to the Certificate of Incorporation shall be deemed to refer to the Certificate
of Incorporation of the corporation, as amended and in effect from time to time.
 
         5.7      Transactions with Interested Parties. No contract or
transaction between the corporation and one or more of the directors or
officers, or between the corporation and any other corporation, partnership,
association, or other organization in which one or more of the directors or
officers are directors or officers, or have a financial interest, shall be void
or voidable solely for this reason, or solely because the director or officer is
present at or participates in the meeting of the Board of Directors or a
committee of the Board of Directors at which the contract or transaction is
authorized or solely because any such director's or officer's votes are counted
for such purpose, if:
 
                  (a)      The material facts as to the director's or officer's
relationship or interest and as to the contract or transaction are disclosed or
are known to the Board of Directors or the committee, and the Board or committee
in good faith authorizes the contract or transaction by the affirmative votes of
a majority of the disinterested directors, even though the disinterested
directors be less than a quorum;
 
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<PAGE>
 
                  (b)      The material facts as to the director's or officer's
relationship or interest and as to the contract or transaction are disclosed or
are known to the stockholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the stockholders;
or
 
                  (c)      The contract or transaction is fair as to the
corporation as of the time it is authorized, approved or ratified, by the Board
of Directors, a committee of the Board of Directors, or the stockholders.
 
         Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or of a committee
which authorizes the contract or transaction.
 
         5.8      Severability. Any determination that any provision of these
By-laws is for any reason inapplicable, illegal or ineffective shall not affect
or invalidate any other provision of these By-laws.
 
         5.9      Pronouns. All pronouns used in these By-laws shall be deemed
to refer to the masculine, feminine or neuter, singular or plural, as the
identity of the person or persons may require.
 
                                   ARTICLE VI
 
                                   AMENDMENTS
 
         These By-laws may be altered, amended or repealed, in whole or in part,
or new By-laws may be adopted by the Board of Directors or by the stockholders
as provided in the Certificate of Incorporation.