AMENDED AND RESTATED BYLAWS
 
                                       OF
 
                          WESTLAKE CHEMICAL CORPORATION
 
   Adopted and Amended by Resolution of the Board of Directors effective as of
                                 August 10, 2004
 
                                    ARTICLE I
                                  CAPITAL STOCK
 
         Section 1. Share Ownership. Shares of the capital stock of the
Corporation shall be represented by certificates; provided, however, that the
Board of Directors of the Corporation may provide by resolution or resolutions
that some or all of any or all classes or series of the Corporation's stock may
be uncertificated shares. Owners of shares of the capital stock of the
Corporation shall be recorded in the share transfer records of the Corporation,
and ownership of such shares shall be evidenced by a certificate or book entry
notation in the share transfer records of the Corporation. Any certificates
representing such shares shall be signed by the Chairman of the Board, if there
is one, the President or a Vice President and by the Treasurer, an Assistant
Treasurer, the Corporate Secretary or an Assistant Corporate Secretary. In case
any officer who has signed or whose facsimile signature has been placed upon
such certificate shall have ceased to be such officer before such certificate is
issued, it may be issued by the Corporation with the same effect as if such
person were such officer at the date of its issuance.
 
         Section 2. Stockholders of Record. The Board of Directors of the
Corporation may appoint one or more transfer agents or registrars of any class
of stock or other security of the Corporation. The Corporation may be its own
transfer agent if so appointed by the Board of Directors. The Corporation shall
be entitled to treat the holder of record of any shares of the Corporation as
the owner thereof for all purposes, and shall not be bound to recognize any
equitable or other claim to, or interest in, such shares or any rights deriving
from such shares, on the part of any other person, including (but without
limitation) a purchaser, assignee or transferee, unless and until such other
person becomes the holder of record of such shares, whether or not the
Corporation shall have either actual or constructive notice of the interest of
such other person.
 
         Section 3. Transfer of Shares. The shares of the capital stock of the
Corporation shall be transferable in the share transfer records of the
Corporation by the holder of record thereof, or his duly authorized attorney or
legal representative. All certificates representing shares surrendered for
transfer, properly endorsed, shall be canceled and new certificates for a like
number of shares shall be issued therefor. In the case of lost, stolen,
destroyed or mutilated certificates representing shares for which the
Corporation has been requested to issue new certificates, new certificates or
other evidence of such new shares may be issued upon such conditions as may be
required by the Board of Directors or the Corporate Secretary or an Assistant
Corporate Secretary for the protection of the Corporation and any transfer agent
or registrar. Uncertificated shares shall be transferred in the share transfer
records of the Corporation upon the written instruction originated by the
appropriate person to transfer the shares.
 
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         Section 4. Stockholders of Record and Fixing of Record Date. For the
purpose of determining stockholders entitled to notice of or to vote at any
meeting of stockholders or any adjournment thereof, or entitled to receive a
distribution by the Corporation (other than a distribution involving a purchase
or redemption by the Corporation of any of its own shares) or a share dividend,
or in order to make a determination of stockholders for any other proper
purpose, the Board of Directors may provide that the share transfer records
shall be closed for a stated period of not more than 60 days, and in the case of
a meeting of stockholders not less than ten days, immediately preceding the
meeting, or it may fix in advance a record date for any such determination of
stockholders, such date to be not more than 60 days, and in the case of a
meeting of stockholders not less than ten days, prior to the date on which the
particular action requiring such determination of stockholders is to be taken.
If the share transfer records are not closed and no record date is fixed for the
determination of stockholders entitled to notice of or to vote at a meeting of
stockholders, or stockholders entitled to receive a distribution (other than a
distribution involving a purchase or redemption by the Corporation of any of its
own shares) or a share dividend, the day next preceding the date on which notice
of the meeting is mailed or the date on which the resolution of the Board of
Directors declaring such distribution or share dividend is adopted, as the case
may be, shall be the record date for such determination of stockholders. When a
determination of stockholders entitled to vote at any meeting of stockholders
has been made as herein provided, such determination shall apply to any
adjournment thereof except where the determination has been made through the
closing of the share transfer records and the stated period of closing has
expired.
 
                                   ARTICLE II
                            MEETINGS OF STOCKHOLDERS
 
         Section 1. Place of Meetings. All meetings of stockholders shall be
held at the principal office of the Corporation, in the City of Houston, Texas,
or at such other place within or without the State of Delaware as may be
designated by the Board of Directors or officer calling the meeting.
 
         Section 2. Annual Meeting. The annual meeting of the stockholders shall
be held on such date and at such time as shall be designated from time to time
by the Board of Directors or as may otherwise be stated in the notice of the
meeting. Failure to designate a time for the annual meeting or to hold the
annual meeting at the designated time shall not work a dissolution of the
Corporation.
 
         Section 3. Special Meetings. Unless otherwise provided by the General
Corporation Law of the State of Delaware (the "DGCL"), by the Amended and
Restated Certificate of Incorporation of the Corporation attached as Annex A to
the Certificate of Merger merging Westlake Polymer & Petrochemical, Inc. with
and into Westlake Chemical Corporation filed with the Secretary of State of the
State of Delaware on August 6, 2004 (as it may be further amended or restated
from time to time, the "Amended and Restated Certificate of Incorporation") or
by any provisions established pursuant thereto with respect to the rights of
holders of one or more outstanding series of the Corporation's preferred stock,
special meetings of the stockholders of the Corporation may be called at any
time only by the Chairman of the Board, if there is one, or by the Board of
Directors pursuant to a resolution approved by the
 
 
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affirmative vote of at least a majority of the members of the Board of
Directors, and no such special meeting may be called by any other person or
persons.
 
         Section 4. Notice of Meeting. Notice of all meetings stating the place,
day and hour of the meeting and, in case of a special meeting, the purpose or
purposes for which the meeting is called, shall be delivered not less than ten
nor more than 60 days before the date of the meeting, either personally or by
mail or in any other manner allowed by the DGCL, by or at the direction of the
Chairman of the Board, if there is one, the Chief Executive Officer, if there is
one, the President, the Corporate Secretary or the officer or person calling the
meeting to each stockholder of record entitled to vote at such meetings. If
mailed, such notice shall be deemed to be delivered when deposited in the United
States mail, postage prepaid, addressed to the stockholder at his address as it
appears on the share transfer records of the Corporation, with postage thereon
prepaid. To the fullest extent permitted by Section 233 of the DGCL, if the
stockholder consents, only one copy of such notice need be delivered to
stockholders who share an address. If sent by facsimile, such notice shall be
deemed to be delivered when directed to a number at which the stockholder has
consented to receive notice. If sent by electronic mail, such notice shall be
deemed to be delivered when directed to an electronic mail address at which the
stockholder has consented to receive notice.
 
                  Any notice required to be given to any stockholder, under any
provision of the DGCL, the Amended and Restated Certificate of Incorporation or
these Bylaws, need not be given to a stockholder if notice of two consecutive
annual meetings and all notices of meetings held during the period between those
annual meetings, if any, or all (but in no event less than two) payments (if
sent by first class mail) of dividends or interest on securities during a
12-month period have been mailed to that person, addressed to his address as
shown on the share transfer records of the Corporation, and have been returned
undeliverable. Any action or meeting taken or held without notice to such person
shall have the same force and effect as if the notice had been duly given. If
such a person delivers to the Corporation a written notice setting forth his
then current address, the requirement that notice be given to that person shall
be reinstated.
 
         Section 5. Voting List. The officer or agent having charge of the share
transfer records of the Corporation shall make, at least ten days before every
meeting of stockholders, a complete list of the stockholders entitled to vote at
such meeting or any adjournment thereof, arranged in alphabetical order, with
the address of and the number of shares registered in the name of each
stockholder, which list, for a period of ten days prior to such meeting, shall
be kept on file at the principal place of business of the Corporation and shall
be subject to inspection by any stockholder at any time during usual business
hours. Such list shall also be produced and kept open at the time and place of
the meeting and shall be subject to the inspection of any stockholder during the
whole time of the meeting. The original share transfer records shall be prima
facie evidence as to who are the stockholders entitled to examine such list or
to vote at any meeting of stockholders. Failure to comply with any requirements
of this Section 5 shall not affect the validity of any action taken at such
meeting.
 
         Section 6. Voting; Proxies. Except as otherwise provided in the Amended
and Restated Certificate of Incorporation or as otherwise provided under the
DGCL, each holder of shares of capital stock of the Corporation entitled to vote
shall be entitled to one vote for each share
 
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standing in his name on the records of the Corporation, either in person or by
proxy executed in writing by him or by his duly authorized attorney-in-fact or,
if the proxy is not executed in writing, then in a manner approved by the Board
of Directors, a duly authorized committee of the Board, the Chairman of the
Board, or the Corporate Secretary or by any other proxy allowed under Section
212 of the DGCL. A proxy shall be revocable unless expressly provided therein to
be irrevocable, and the proxy is coupled with an interest sufficient in law to
support an irrevocable power. At each election of directors, every holder of
shares of the Corporation entitled to vote shall have the right to vote, in
person or by proxy, the number of shares owned by him for as many persons as
there are directors to be elected, and for whose election he has a right to
vote, but in no event shall he be permitted to cumulate his votes for one or
more directors.
 
         Section 7. Quorum and Vote of Stockholders. Except as otherwise
provided by law, the Amended and Restated Certificate of Incorporation or these
Bylaws, the holders of shares of capital stock entitled to cast a majority of
all the votes which could be cast at such meeting by the holders of all of the
outstanding shares of capital stock entitled to vote on any matter that is to be
voted on at such meeting, represented in person or by proxy, shall constitute a
quorum at a meeting of stockholders, provided that, where a separate vote by a
class or series or classes or series is required, a quorum with respect to such
matter shall consist of a majority of the shares of such class or series or
classes or series, and in such case the absence of a quorum with respect to such
matter shall not affect the existence of a quorum with respect to any other
matter. If a quorum is not represented, a majority in interest of those
represented may adjourn the meeting from time to time. At all meetings of
stockholders for the election of directors, a plurality of the votes cast by
holders of shares entitled to vote in the election of directors at the meeting
shall be sufficient to elect. In the case of a matter submitted for action by
the stockholders at the direction of the Board of Directors as to which a
stockholder approval requirement is applicable under a rule or policy of a
national stock exchange or quotation system or any provision of the Internal
Revenue Code or under Rule 16b-3 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), in each case for which no higher voting
requirement is specified by law, the Amended and Restated Certificate of
Incorporation or these Bylaws, the vote required for approval shall be the
requisite vote specified in such rule or policy or Internal Revenue Code
provision or Rule 16b-3, as the case may be (or the highest such requirement if
more than one is applicable). Unless otherwise required by applicable law, the
Amended and Restated Certificate of Incorporation or these Bylaws, for approval
or ratification of any matter approved and recommended by the Board of
Directors, including, without limitation, the appointment of independent public
accountants (if submitted for a vote at the direction of the Board of
Directors), the vote required for approval or ratification shall be a majority
of the votes cast on the matter, voted for or against.
 
         Section 8. Presiding Officer and Conduct of Meetings. The Chairman of
the Board, if there is one, or in his absence, the Chief Executive Officer, if
there is one, or in his absence, the President, shall preside at all meetings of
the stockholders or, if such officers are not present at a meeting, by such
other person as the Board of Directors shall designate or if no such person is
designated by the Board of Directors, the most senior officer of the Corporation
present at the meeting. The Corporate Secretary of the Corporation, if present,
shall act as secretary of each meeting of stockholders; if he is not present at
a meeting, then such person as may be designated by the presiding officer shall
act as secretary of the meeting. The conduct of any meeting of
 
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stockholders and the determination of procedure and rules shall be within the
discretion of the officer presiding at such meeting (the "Chairman of the
Meeting"), and there shall be no appeal from any ruling of the Chairman of the
Meeting with respect to procedure or rules. Accordingly, in any meeting of
stockholders or part thereof, the Chairman of the Meeting shall have the sole
power to determine appropriate rules or to dispense with theretofore prevailing
rules.
 
         Section 9. Proper Business--Annual Meeting of Stockholders. At any
annual meeting of stockholders, only such business shall be conducted as shall
be a proper subject for the meeting and as shall have been properly brought
before the meeting. To be properly brought before an annual meeting of
stockholders, business (other than business relating to any nomination of
directors, which is governed by Article III, Section 4 of these Bylaws) must (a)
be specified in the notice of such meeting (or any supplement thereto) given by
or at the direction of the Board of Directors (or any duly authorized committee
thereof), (b) otherwise be properly brought before the meeting by or at the
direction of the Chairman of the Meeting or the Board of Directors (or any duly
authorized committee thereof) or (c) otherwise (i) be properly requested to be
brought before the meeting by a stockholder of record entitled to vote in the
election of directors generally, in compliance with the provisions of this
Section 9 and (ii) constitute a proper subject to be brought before such
meeting. For business to be properly brought before an annual meeting of
stockholders, any stockholder who intends to bring any matter (other than a
matter relating to any nomination of directors, which is governed by Article
III, Section 4 of these Bylaws) before an annual meeting of stockholders and is
entitled to vote on such matter must deliver written notice of such
stockholder's intent to bring such matter before the annual meeting of
stockholders, either by personal delivery or by United States mail, postage
prepaid, to the Corporate Secretary of the Corporation. Such notice must be
received by the Corporate Secretary not less than 120 days nor more than 180
days prior to the date on which the immediately preceding year's annual meeting
of stockholders was held; provided, however, that in the event that the date of
the annual meeting is more than 30 days before or more than 60 days after such
anniversary date, notice by the stockholder to be timely must be so delivered
not later than the close of business on the later of the 120th day prior to such
annual meeting or the 10th day following the day on which public announcement of
the date of such meeting is first made by the Corporation. In no event shall the
public disclosure of an adjournment of an annual meeting of stockholders
commence a new time period for the giving of a stockholder's notice as described
above.
 
                  To be in proper written form, a stockholder's notice to the
Corporate Secretary shall set forth as to each matter the stockholder proposes
to bring before the annual meeting of stockholders (a) a brief description of
the business desired to be brought before the meeting and the reasons for
conducting such business at the meeting, (b) the name and address, as they
appear on the Corporation's books and records, of the stockholder proposing such
business, (c) evidence, reasonably satisfactory to the Corporate Secretary of
the Corporation, of such stockholder's status as such and of the number of
shares of each class of capital stock of the Corporation of which such
stockholder is the beneficial owner, (d) a description of all arrangements or
understandings between such stockholder and any other person or persons
(including their names and the number of shares beneficially owned by them) in
connection with the proposal of such business by such stockholder and any
material interest of such stockholder in such business and (e) a representation
that such stockholder intends to appear in person or by proxy at the annual
meeting to bring such business before the meeting. No business shall be
 
 
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conducted at an annual meeting of stockholders except in accordance with the
procedures set forth in this Section 9. Beneficial ownership shall be determined
in accordance with Rule 13d-3 under the Exchange Act. When used in these Bylaws,
"person" has the meaning ascribed to such term in Section 2(a)(2) of the
Securities Act of 1933, as amended, as the context may require.
 
                  The Chairman of the Meeting shall, if the facts warrant,
determine and declare to the meeting that a proposal made by a stockholder of
the Corporation pursuant to this Section 9 was not made in accordance with the
procedures prescribed by these Bylaws, and if he should so determine, he shall
so declare to the meeting and the defective proposal shall be disregarded.
 
                  Notwithstanding anything to the contrary set forth herein, the
stockholders may, by unanimous written consent, waive the notice procedures of
this Section 9.
 
                  Nothing in this Section 9 shall be interpreted or construed to
require the inclusion of information about any such proposal in any proxy
statement distributed by, at the direction of, or on behalf of, the Board of
Directors of the Corporation.
 
         Section 10. Proper Business--Special Meeting of Stockholders. At any
special meeting of stockholders, only such business shall be conducted as shall
have been set forth in the notice of such meeting or shall otherwise have been
properly brought before the meeting by or at the direction of the Chairman of
the Board of Directors or the Board of Directors (or any duly authorized
committee thereof).
 
         Section 11. Action by Written Consent. Unless otherwise provided by the
DGCL or the Amended and Restated Certificate of Incorporation, no action
required to be taken or that may be taken at any annual or special meeting of
the stockholders of the Corporation may be taken without a meeting, and the
power of the stockholders of the Corporation to consent in writing to the taking
of any action by written consent without a meeting is specifically denied,
unless such action without a meeting is taken by unanimous written consent.
 
                                   ARTICLE III
                                    DIRECTORS
 
         Section 1. General. The business and affairs of the Corporation shall
be managed by or under the direction of the Board of Directors. In addition to
the authority and powers conferred on the Board of Directors by the DGCL or by
the Amended and Restated Certificate of Incorporation, the Board of Directors is
authorized and empowered to exercise all such powers and do all such acts and
things as may be exercised or done by the Corporation, subject to the provisions
of the DGCL, the Amended and Restated Certificate of Incorporation and these
Bylaws; provided, however, that no Bylaws hereafter adopted, or any amendments
thereto, shall invalidate any prior act of the Board of Directors that would
have been valid if such Bylaws or amendment had not been adopted.
 
         Section 2. Classification of Board of Directors; Qualifications. Each
director elected solely by the holders of Preferred Stock pursuant to Division A
of Article FOURTH of the Amended and Restated Certificate of Incorporation (or
elected by such directors to fill a vacancy) shall, except as otherwise provided
pursuant to the Certificate of Designations for such series of Preferred Stock,
serve for a term ending upon the earlier of the election of his successor
 
 
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or the termination at any time of a right of the holders of Preferred Stock to
elect members of the Board of Directors.
 
                  The number of directors which shall constitute the whole Board
of Directors shall be fixed in the manner provided in the Amended and Restated
Certificate of Incorporation. As provided in Article FIFTH of the Amended and
Restated Certificate of Incorporation, the directors, other than those who may
be elected by the holders of any series of Preferred Stock, shall be divided
into three classes: Class I, Class II and Class III.
 
                  At each annual election, the directors chosen to succeed those
whose terms then expire shall be of the same class as the directors they
succeed, unless, by reason of any intervening changes in the authorized number
of directors, the Board of Directors shall designate one or more directorships
whose term then expires as directorships of another class in order more nearly
to achieve equality of number of directors among the classes.
 
                  In the event of any change in the authorized number of
directors, each director then continuing to serve as such shall nevertheless
continue as a director of the class of which he or she is a member until the
expiration of his or her current term, or his or her prior death, resignation,
disqualification or removal. No decrease in the number of directors constituting
the Board of Directors shall shorten the term of any incumbent director.
 
         Section 3. Newly Created Directorships and Vacancies. Within the limits
specified in the Amended and Restated Certificate of Incorporation, the number
of directors that shall constitute the whole Board of Directors shall be fixed
by, and may be increased or decreased from time to time by, the affirmative vote
of a majority of the members at any time constituting the Board of Directors.
Except as provided in the Amended and Restated Certificate of Incorporation,
newly created directorships resulting from any increase in the number of
directors and any vacancies on the Board of Directors resulting from death,
resignation, removal, disqualification or other cause shall be filled by the
affirmative vote of a majority of the remaining directors then in office, even
though less than a quorum of the Board of Directors. Any director elected in
accordance with the preceding sentence shall hold office for the remainder of
the full term of the class of directors in which the new directorship was
created or the vacancy occurred and until that director's successor shall have
been elected and qualified or until his earlier death, resignation or removal.
 
                  Notwithstanding the foregoing paragraph of this Section 3,
whenever holders of outstanding shares of Preferred Stock are entitled to elect
members of the Board of Directors pursuant to the provisions of Division A of
Article FOURTH of the Amended and Restated Certificate of Incorporation, any
vacancy or vacancies resulting by reason of the death, resignation,
disqualification or removal of any director or directors or any increase in the
number of directors shall be filled in accordance with the provisions of such
Division.
 
         Section 4. Nomination of Directors. Nominations for the election of
directors may be made by the Board of Directors or by any stockholder (each, a
"Nominator") entitled to vote in the election of directors. Such nominations,
other than those made by the Board of Directors, shall be made in writing
pursuant to timely notice delivered to or mailed and received by the Corporate
Secretary of the Corporation as set forth in this Section 4 and shall include
the
 
 
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information required under this Section 4. To be timely in connection with an
annual meeting of stockholders, a Nominator's notice, setting forth the name and
address of the person to be nominated, shall be delivered to or mailed and
received at the principal executive offices of the Corporation not less than 120
days nor more than 180 days prior to the date on which the immediately preceding
year's annual meeting of stockholders was held; provided, however, that in the
event that the date of the annual meeting is more than 30 days before or more
than 60 days after such anniversary date, notice by the stockholder to be timely
must be so delivered not later than the close of business on the later of the
120th day prior to such annual meeting or the 10th day following the day on
which public announcement of the date of such meeting is first made by the
Corporation. To be timely in connection with any election of a director at a
special meeting of the stockholders, a Nominator's notice, setting forth the
name of the person to be nominated, shall be delivered to or mailed and received
at the principal executive offices of the Corporation not less than 40 days nor
more than 60 days prior to the date of such meeting; provided, however, that in
the event that less than 55 days' notice or prior public disclosure of the date
of the special meeting of the stockholders is given or made to the stockholders,
the Nominator's notice to be timely must be so received not later than the close
of business on the tenth day following the day on which such notice of the date
of the meeting was mailed or such public disclosure was made. At such time, the
Nominator shall also submit written evidence, reasonably satisfactory to the
Corporate Secretary of the Corporation, that the Nominator is a stockholder of
the Corporation and shall identify in writing (a) the name and address of the
Nominator, (b) the number of shares of each class or series of capital stock of
the Corporation owned beneficially by the Nominator, (c) the name and address of
each of the persons with whom the Nominator is acting in concert, (d) the number
of shares of capital stock beneficially owned by each such person with whom the
Nominator is acting in concert and (e) a description of all arrangements or
understandings between the Nominator and each nominee and any other persons with
whom the Nominator is acting in concert pursuant to which the nomination or
nominations are to be made. At such time, the Nominator shall also submit in
writing (i) the name, age, business address and residence address of such
proposed nominee, (ii) the principal occupation or employment of such proposed
nominee, (iii) the number of shares of each class of capital stock of the
Corporation beneficially owned by such proposed nominee, (iv) the written
consent of such proposed nominee to having such person's name placed in
nomination at the meeting and to serve as a director if elected, (v) any other
information relating to such proposed nominee that is required to be disclosed
in solicitations of proxies for election of directors, or is otherwise required,
pursuant to Regulation 14A under the Exchange Act and (vi) a notarized affidavit
executed by each such proposed nominee to the effect that, if elected as a
member of the Board of Directors, he will serve and that he is eligible for
election as a member of the Board of Directors. Within 30 days (or such shorter
time period that may exist prior to the date of the meeting) after the Nominator
has submitted the aforesaid items to the Corporate Secretary of the Corporation,
the Corporate Secretary of the Corporation shall determine whether the evidence
of the Nominator's status as a stockholder submitted by the Nominator is
reasonably satisfactory and shall notify the Nominator in writing of his
determination. The failure of the Corporate Secretary of the Corporation to find
such evidence reasonably satisfactory, or the failure of the Nominator to submit
the requisite information in the form or within the time indicated, shall make
the person to be nominated ineligible for nomination at the meeting at which
such person is proposed to be nominated. The Chairman of the Meeting shall, if
the facts warrant, determine and declare to the meeting that a nomination was
not made in accordance with the procedures
 
 
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prescribed by these Bylaws, and if he should so determine, he shall so declare
to the meeting and the defective nomination shall be disregarded. Beneficial
ownership shall be determined in accordance with Rule 13d-3 under the Exchange
Act.
 
         Section 5. Place of Meetings and Meetings by Telephone. Meetings of the
Board of Directors may be held either within or without the State of Delaware,
at whatever place is specified by the officer calling the meeting. Meetings of
the Board of Directors may also be held by means of conference telephone or
other communications equipment by means of which all persons participating in
the meeting can hear each other. Participation in such a meeting by means of
conference telephone or other communications equipment shall constitute presence
in person at such meeting, except where a director participates in a meeting for
the express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened. In the absence of
specific designation by the officer calling the meeting, the meetings shall be
held at the principal office of the Corporation.
 
         Section 6. Regular Meetings. The Board of Directors shall meet each
year immediately following the annual meeting of the stockholders for the
transaction of such business as may properly be brought before the meeting. The
Board of Directors shall also meet regularly at such other times as shall be
designated by the Board of Directors. No notice of any kind to either existing
or newly elected members of the Board of Directors for such annual or regular
meetings shall be necessary. The time or place of holding regular meetings of
the Board of Directors may be changed by the Chairman of the Board of Directors
or the President and Chief Executive Officer by giving written notice thereof as
provided in Section 7 hereof.
 
         Section 7. Special Meetings. Special meetings of the Board of Directors
may be held at any time upon the call of the Chairman of the Board, if there is
one, or a majority of the directors then in office. Written notice of the time
and place of, and general nature of the business to be transacted at, all
special meetings of the Board of Directors, shall be given to each director and
may be given by any of the following methods: (a) by mail or telegram sent to
the last known business address of such director at least four days before the
meeting, (b) by facsimile to the business facsimile number of such director
transmitted at least one day before the meeting or (c) orally at least one day
before the meeting. For purposes of the foregoing sentence, notice shall be
deemed given (i) by mail, when deposited in the U.S. mail, postage prepaid, or
by telegram, when the telegram is delivered to the telegraph company for
transmittal, (ii) by facsimile, when transmittal is confirmed by the sending
facsimile machine and (iii) orally, when communicated in person or by telephone
to the director or to a person at the business telephone number of the director
who may reasonably be expected to communicate it to the director. In calculating
the number of days notice received by a director, the date the notice is given
by any of the foregoing methods shall be counted, but the date of the meeting to
which the notice relates shall not be counted. Notice of the time, place and
purpose of a meeting may be waived in writing before or after such meeting, and
shall be equivalent to the giving of notice. Participation in a meeting of the
Board of Directors shall constitute presence in person at such meeting, except
when a person participates in the meeting for the express purpose of objecting
to the transaction of any business on the ground that the meeting is not
lawfully called or convened. Except as otherwise herein provided, neither the
business to be transacted at, nor the purpose of, any regular or special meeting
of the Board of Directors need be specified in the notice or waiver of notice of
such meeting.
 
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         Section 8. Quorum and Voting. Except as otherwise provided by law, a
majority of the number of directors fixed in the manner provided in the Amended
and Restated Certificate of Incorporation shall constitute a quorum for the
transaction of business. Except as otherwise provided by law, the Amended and
Restated Certificate of Incorporation or these Bylaws, the affirmative vote of a
majority of the directors present at any meeting at which there is a quorum
shall be the act of the Board of Directors. Any regular or special directors'
meeting may be adjourned from time to time by those present, whether a quorum is
present or not.
 
         Section 9. Compensation. Directors shall receive such compensation for
their services as shall be determined by the Board of Directors.
 
         Section 10. Removal. No director of the Corporation may be removed from
office as a director by vote or other action of the stockholders or otherwise
except for cause, and then only by the affirmative vote of the holders of at
least a majority of the voting power of all outstanding shares of capital stock
of the Corporation generally entitled to vote in the election of directors,
voting together as a single class.
 
                  Except as applicable law otherwise provides, cause for the
removal of a director shall be deemed to exist only if the director whose
removal is proposed: (i) has been convicted, or has been granted immunity to
testify in any proceeding in which another has been convicted, of a felony by a
court of competent jurisdiction and that conviction is no longer subject to
direct appeal; (ii) has been found to have been negligent or guilty of
misconduct in the performance of his duties to the Corporation in any matter of
substantial importance to the Corporation by (A) the affirmative vote of at
least 80% of the directors then in office at any meeting of the Board of
Directors called for that purpose or (B) a court of competent jurisdiction; or
(iii) has been adjudicated by a court of competent jurisdiction to be mentally
incompetent, which mental incompetency directly affects his ability to serve as
a director of the Corporation.
 
                  No proposal by a stockholder to remove a director of the
Corporation shall be voted upon at a meeting of the stockholders unless such
stockholder shall have delivered or mailed in a timely manner (as set forth in
this Section 10) and in writing to the Corporate Secretary of the Corporation
(a) notice of such proposal, (b) a statement of the grounds, if any, on which
such director is proposed to be removed, (c) evidence, reasonably satisfactory
to the Corporate Secretary of the Corporation, of such stockholder's status as
such and of the number of shares of each class of the capital stock of the
Corporation beneficially owned by such stockholder and (d) a list of the names
and addresses of other beneficial owners of shares of the capital stock of the
Corporation, if any, with whom such stockholder is acting in concert, and of the
number of shares of each class of the capital stock of the Corporation
beneficially owned by each such beneficial owner. To be timely in connection
with an annual meeting of stockholders, a stockholder's notice and other
aforesaid items shall be delivered to or mailed and received at the principal
executive offices of the Corporation not less than 120 days nor more than 180
days prior to the date on which the immediately preceding year's annual meeting
of stockholders was held; provided, however, that in the event that the date of
the annual meeting is more than 30 days before or more than 60 days after such
anniversary date, notice by the stockholder to be timely must be so delivered
not later than the close of business on the later of the 120th day prior to such
annual meeting or the 10th day following the day on which public announcement of
the date of such meeting is first made by the Corporation. Within 30 days (or
such shorter period
 
 
                                       10
<PAGE>
 
that may exist prior to the date of the meeting) after such stockholder shall
have delivered the aforesaid items to the Corporate Secretary of the
Corporation, the Corporate Secretary and the Board of Directors of the
Corporation shall respectively determine whether the items to be ruled upon by
them are reasonably satisfactory and shall notify such stockholder in writing of
their respective determinations. If such stockholder fails to submit a required
item in the form or within the time indicated, or if the Corporate Secretary or
the Board of Directors of the Corporation determines that the items to be ruled
upon by them are not reasonably satisfactory, then such proposal by such
stockholder may not be voted upon by the stockholders of the Corporation at such
annual meeting of the stockholders. The Chairman of the Meeting shall, if the
facts warrant, determine and declare to the meeting that a proposal to remove a
director of the Corporation was not made in accordance with the procedures
prescribed by these Bylaws, and if he should so determine, he shall so declare
to the meeting and the defective proposal shall be disregarded. Beneficial
ownership shall be determined as specified in accordance with Rule 13d-3 under
the Exchange Act.
 
                  All of the foregoing provisions of this Section 10 are subject
to the terms of any series of Preferred Stock with respect to the directors to
be elected solely by the holders of such series of Preferred Stock.
 
         Section 11. Committees. The Board of Directors, by resolution or
resolutions adopted by a majority of the full Board of Directors, may designate
one or more members of the Board of Directors to constitute one or more
committees, which shall in each case be comprised of such number of directors as
the Board of Directors may determine from time to time. Subject to such
restrictions as may be contained in the Amended and Restated Certificate of
Incorporation or that may be imposed by the DGCL, any such committee shall have
and may exercise such powers and authority of the Board of Directors in the
management of the business and affairs of the Corporation as the Board of
Directors may determine by resolution and specify in the respective resolutions
appointing them, including, without limitation, the power and authority to
declare a dividend, to authorize the issuance of stock or to adopt a certificate
of ownership and merger pursuant to Section 253 of the DGCL. Each duly
authorized action taken with respect to a given matter by any such duly
appointed committee of the Board of Directors shall have the same force and
effect as the action of the full Board of Directors and shall constitute for all
purposes the action of the full Board of Directors with respect to such matter.
 
                  The Board of Directors shall have the power at any time to
change the membership of any such committee and to fill vacancies in it. A
majority of the members of any such committee shall constitute a quorum. The
Board of Directors shall name a chairman at the time it designates members to a
committee. Each such committee shall appoint such subcommittees and assistants
as it may deem necessary. Except as otherwise provided by the Board of
Directors, meetings of any committee shall be conducted in accordance with the
provisions of Sections 5 and 7 of this Article III as the same shall from time
to time be amended. Any member of any such committee elected or appointed by the
Board of Directors may be removed by the Board of Directors whenever in its
judgment the best interests of the Corporation will be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of the person
so removed. Election or appointment of a member of a committee shall not of
itself create contract rights.
 
                                       11
<PAGE>
 
         Section 12. Standing Committees. The committees of the Board of
Directors may include an audit committee, a compensation committee, a nominating
and governance committee and an executive committee and any other committees
designated by the Board of Directors.
 
         Section 13. Board and Committee Action Without a Meeting. Unless
otherwise restricted by the Amended and Certificate of Incorporation or these
Bylaws, any action required or permitted to be taken at a meeting of the Board
of Directors or any committee thereof may be taken without a meeting if a
consent in writing or by electronic transmission, setting forth the action so
taken, is given by all the members of the Board of Directors or such committee,
as the case may be, and shall be filed with the Corporate Secretary of the
Corporation.
 
                                   ARTICLE IV
                                    OFFICERS
 
         Section 1. Officers. The officers of the Corporation shall consist of a
President and a Corporate Secretary and such other officers and agents as the
Board of Directors may from time to time elect or appoint. The Board of
Directors may delegate to the Chairman of the Board, if there is one, and/or the
Chief Executive Officer, if there is one, the authority to appoint or remove
additional officers and agents of the Corporation. Each officer shall hold
office until his successor shall have been duly elected or appointed and shall
qualify or until his death or until he shall resign or shall have been removed
in the manner hereinafter provided. Any two or more offices may be held by the
same person.
 
         Section 2. Vacancies; Removal. Whenever any vacancies shall occur in
any office by death, resignation, increase in the number of offices of the
Corporation or otherwise, the officer so elected shall hold office until his
successor is chosen and qualified. The Board of Directors may at any time remove
any officer of the Corporation, whenever in its judgment the best interests of
the Corporation will be served thereby, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed. Election or
appointment of an officer or agent shall not of itself create contract rights.
 
         Section 3. Powers and Duties of Officers. The officers of the
Corporation shall have such powers and duties as generally pertain to their
offices as well as such powers and duties as from time to time shall be
conferred by the Board of Directors. The Corporate Secretary shall have the duty
to record the proceedings of the meetings of the stockholders and directors in a
book to be kept for that purpose.
 
         Section 4. Action with Respect to Securities of Other Corporations and
Entities. Unless otherwise directed by the Board of Directors, the President,
the Chief Executive Officer, any Vice President and the Treasurer of the
Corporation shall each have power to vote and otherwise act on behalf of the
Corporation, in person or by proxy, at any meeting of security holders of or
with respect to any action of security holders of any other corporation or
entity in which the Corporation may hold securities and otherwise to exercise
any and all rights and powers that the Corporation may possess by reason of its
ownership of securities in such other corporation or entity.
 
                                       12
<PAGE>
 
                                    ARTICLE V
                                 INDEMNIFICATION
 
         Section 1. General. The Corporation shall, to the fullest extent
permitted by applicable law in effect on the date of effectiveness of these
Bylaws, and to such greater extent as applicable law may thereafter permit,
indemnify and hold the Indemnitee harmless from and against any and all losses,
liabilities, claims, damages and, subject to Article V, Section 2 (Expenses),
Expenses (as this and all other capitalized words used in this Article V not
previously defined in these Bylaws are defined in Article V, Section 16
(Definitions)), whatsoever arising out of any event or occurrence related to the
fact that the Indemnitee is or was a director or Officer of the Corporation or
is or was serving in another Corporate Status.
 
         Section 2. Expenses. If the Indemnitee is, by reason of his Corporate
Status, a party to and is successful, on the merits or otherwise, in any
Proceeding, he shall be indemnified against all Expenses actually and reasonably
incurred by him or on his behalf in connection therewith. If the Indemnitee is
not wholly successful in such Proceeding but is successful, on the merits or
otherwise, as to any Matter in such Proceeding, the Corporation shall indemnify
the Indemnitee against all Expenses actually and reasonably incurred by him or
on his behalf relating to such Matter. The termination of any Matter in such a
Proceeding by dismissal, with or without prejudice, shall be deemed to be a
successful result as to such Matter. To the extent that the Indemnitee is, by
reason of his Corporate Status, a witness in any Proceeding, he shall be
indemnified against all Expenses actually and reasonably incurred by him or on
his behalf in connection therewith.
 
         Section 3. Advances. In the event of any threatened or pending action,
suit or proceeding in which the Indemnitee is a party or is involved and that
may give rise to a right of indemnification under this Article V, following
written request to the Corporation by the Indemnitee, the Corporation shall
promptly pay to the Indemnitee amounts to cover expenses reasonably incurred by
Indemnitee in such proceeding in advance of its final disposition upon the
receipt by the Corporation of (i) a written undertaking executed by or on behalf
of the Indemnitee providing that the Indemnitee will repay the advance if it
shall ultimately be determined that the Indemnitee is not entitled to be
indemnified by the Corporation as provided in these Bylaws and (ii) satisfactory
evidence as to the amount of such expenses.
 
         Section 4. Repayment of Advances or Other Expenses. The Indemnitee
agrees that the Indemnitee shall reimburse the Corporation for all expenses paid
by the Corporation in defending any civil, criminal, administrative or
investigative action, suit or proceeding against the Indemnitee in the event and
only to the extent that it shall be determined pursuant to the provisions of
this Article V or by final judgment or other final adjudication under the
provisions of any applicable law that the Indemnitee is not entitled to be
indemnified by the Corporation for such expenses.
 
         Section 5. Request for Indemnification. To obtain indemnification, the
Indemnitee shall submit to the Corporate Secretary of the Corporation a written
claim or request. Such written claim or request shall contain sufficient
information to reasonably inform the Corporation about the nature and extent of
the indemnification or advance sought by the Indemnitee.
 
 
                                       13
<PAGE>
 
The Corporate Secretary of the Corporation shall promptly advise the Board of
Directors of such request.
 
         Section 6. Determination of Entitlement; No Change of Control. If there
has been no Change of Control at the time the request for indemnification is
submitted, the Indemnitee's entitlement to indemnification shall be determined
in accordance with Section 145(d) of the DGCL. If entitlement to indemnification
is to be determined by an Independent Counsel, the Corporation shall furnish
notice to the Indemnitee within ten days after receipt of the request for
indemnification, specifying the identity and address of Independent Counsel. The
Indemnitee may, within 14 days after receipt of such written notice of
selection, deliver to the Corporation a written objection to such selection.
Such objection may be asserted only on the ground that the Independent Counsel
so selected does not meet the requirements of Independent Counsel and the
objection shall set forth with particularity the factual basis for such
assertion. If there is an objection to the selection of Independent Counsel,
either the Corporation or the Indemnitee may petition the Court for a
determination that the objection is without a reasonable basis and/or for the
appointment of Independent Counsel selected by the Court.
 
         Section 7. Determination of Entitlement; Change of Control. If there
has been a Change of Control at the time the request for indemnification is
submitted, the Indemnitee's entitlement to indemnification shall be determined
in a written opinion by the Independent Counsel selected by the Indemnitee. The
Indemnitee shall give the Corporation written notice advising of the identity
and address of the Independent Counsel so selected. The Corporation may, within
seven days after receipt of such written notice of selection, deliver to the
Indemnitee a written objection to such selection. The Indemnitee may, within
five days after the receipt of such objection from the Corporation, submit the
name of another Independent Counsel and the Corporation may, within seven days
after receipt of such written notice of selection, deliver to the Indemnitee a
written objection to such selection. Any objections referred to in this Section
7 may be asserted only on the ground that the Independent Counsel so selected
does not meet the requirements of an Independent Counsel, and such objection
shall set forth with particularity the factual basis for such assertion. The
Indemnitee may petition the Court for a determination that the Corporation's
objection to the first and/or second selection of Independent Counsel is without
a reasonable basis and/or for the appointment as Independent Counsel of a person
selected by the Court.
 
         Section 8. Procedures of Independent Counsel. If a Change of Control
shall have occurred before the request for indemnification is sent by the
Indemnitee, the Indemnitee shall be presumed (except as otherwise expressly
provided in this Article V) to be entitled to indemnification upon submission of
a request for indemnification in accordance with Article V, Section 5 (Request
for Indemnification), and thereafter the Corporation shall have the burden of
proof to overcome the presumption in reaching a determination contrary to the
presumption. The presumption shall be used by the Independent Counsel as a basis
for a determination of entitlement to indemnification unless the Corporation
provides information sufficient to overcome such presumption by clear and
convincing evidence or the investigation, review and analysis of the Independent
Counsel convinces him by clear and convincing evidence that the presumption
should not apply.
 
                  Except in the event that the determination of entitlement to
indemnification is to be made by the Independent Counsel, if the person or
persons empowered under Article V,
 
 
                                       14
<PAGE>
 
Section 6 (Determination of Entitlement; No Change of Control) or Section 7
(Determination of Entitlement; Change of Control) to determine entitlement to
indemnification shall not have made and furnished to the Indemnitee in writing a
determination within 60 days after receipt by the Corporation of the request
therefor, the requisite determination of entitlement to indemnification shall be
deemed to have been made and the Indemnitee shall be entitled to such
indemnification unless the Indemnitee knowingly misrepresented a material fact
in connection with the request for indemnification or such indemnification is
prohibited by applicable law. The termination of any Proceeding or of any Matter
therein, by judgment, order, settlement or conviction, or upon a plea of nolo
contendere or its equivalent, shall not (except as otherwise expressly provided
in this Article V) of itself adversely affect the right of the Indemnitee to
indemnification or create a presumption that the Indemnitee did not act in good
faith and in a manner that he reasonably believed to be in or not opposed to the
best interests of the Corporation, or with respect to any criminal Proceeding,
that the Indemnitee had reasonable cause to believe that his conduct was
unlawful. A person who acted in good faith and in a manner he reasonably
believed to be in the interest of the participants and beneficiaries of an
employee benefit plan of the Corporation shall be deemed to have acted in a
manner not opposed to the best interests of the Corporation.
 
                  For purposes of any determination hereunder, a person shall be
deemed to have acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the Corporation, or, with respect to
any criminal action or Proceeding, to have had no reasonable cause to believe
his conduct was unlawful, if his action is based on the records or books of
account of the Corporation or another enterprise or on information supplied to
him by the Officers of the Corporation or another enterprise in the course of
their duties or on the advice of legal counsel for the Corporation or another
enterprise or on information or records given or reports made to the Corporation
or another enterprise by an independent certified public accountant or by an
appraiser or other expert selected with reasonable care by the Corporation or
another enterprise. The term "another enterprise" as used in this Section shall
mean any other corporation or any partnership, limited liability company,
association, joint venture, trust, employee benefit plan or other enterprise of
which such person is or was serving at the request of the Corporation as a
director, Officer, employee or agent. The provisions of this paragraph shall not
be deemed to be exclusive or to limit in any way the circumstances in which an
Indemnitee may be deemed to have met the applicable standards of conduct for
determining entitlement to rights under this Article V.
 
         Section 9. Independent Counsel Expenses. The Corporation shall pay any
and all reasonable fees and expenses of the Independent Counsel incurred acting
pursuant to this Article V and in any proceeding to which it is a party or
witness in respect of its investigation and written report and shall pay all
reasonable fees and expenses incident to the procedures in which such
Independent Counsel was selected or appointed. No Independent Counsel may serve
if a timely objection has been made to his selection until a court has
determined that such objection is without a reasonable basis.
 
         Section 10. Adjudication. In the event that (i) a determination is made
pursuant to Article V, Section 6 (Determination of Entitlement; No Change of
Control) or Section 7 (Determination of Entitlement; Change of Control) that the
Indemnitee is not entitled to indemnification under this Article V; (ii)
advancement of Expenses is not timely made pursuant to Article V, Section 3
(Advances); (iii) the Independent Counsel has not made and delivered a
 
 
                                       15
<PAGE>
 
written opinion determining the request for indemnification (A) within 90 days
after being appointed by the Court, (B) within 90 days after objections to his
selection have been overruled by the Court or (C) within 90 days after the time
for the Corporation or Indemnitee to object to his selection; or (iv) payment of
indemnification is not made within five days after a determination of
entitlement to indemnification has been made or deemed to have been made
pursuant to Article V, Section 6 (Determination of Entitlement; No Change of
Control), Section 7 (Determination of Entitlement; Change of Control) or Section
8 (Procedures of Independent Counsel), the Indemnitee shall be entitled to an
adjudication in an appropriate court of the State of Delaware, or in any other
court of competent jurisdiction, of his entitlement to such indemnification or
advancement of Expenses. In the event that a determination shall have been made
that the Indemnitee is not entitled to indemnification, any judicial proceeding
or arbitration commenced pursuant to this Section 10 shall be conducted in all
respects as a de novo trial on the merits and Indemnitee shall not be prejudiced
by reason of that adverse determination. If a Change of Control shall have
occurred, in any judicial proceeding commenced pursuant to this Section 10, the
Corporation shall have the burden of proving that the Indemnitee is not entitled
to indemnification or advancement of Expenses, as the case may be. If a
determination shall have been made or deemed to have been made that the
Indemnitee is entitled to indemnification, the Corporation shall be bound by
such determination in any judicial proceeding commenced pursuant to this Section
10, or otherwise, unless the Indemnitee knowingly misrepresented a material fact
in connection with the request for indemnification, or such indemnification is
prohibited by law.
 
                  The Corporation shall be precluded from asserting in any
judicial proceeding commenced pursuant to this Section 10 that the procedures
and presumptions of this Article V are not valid, binding and enforceable and
shall stipulate in any such proceeding that the Corporation is bound by all
provisions of this Article V. In the event that the Indemnitee, pursuant to this
Section 10, seeks a judicial adjudication to enforce his rights under, or to
recover damages for breach of, this Article V, the Indemnitee shall be entitled
to recover from the Corporation, and shall be indemnified by the Corporation
against, any and all Expenses actually and reasonably incurred by him in such
judicial adjudication, but only if he prevails therein. If it shall be
determined in such judicial adjudication that the Indemnitee is entitled to
receive part but not all of the indemnification or advancement of Expenses
sought, the Expenses incurred by the Indemnitee in connection with such judicial
adjudication or arbitration shall be appropriately prorated.
 
         Section 11. Participation by the Corporation. With respect to any such
claim, action, suit, proceeding or investigation as to which the Indemnitee
notifies the Corporation of the commencement thereof, (a) the Corporation will
be entitled to participate therein at its own expense and (b) except as
otherwise provided below, to the extent that it may wish, the Corporation
(jointly with any other indemnifying party similarly notified) will be entitled
to assume the defense thereof, with counsel reasonably satisfactory to the
Indemnitee. After receipt of notice from the Corporation to the Indemnitee of
the Corporation's election so to assume the defense thereof, the Corporation
will not be liable to the Indemnitee under this Article V for any legal or other
expenses subsequently incurred by the Indemnitee in connection with the defense
thereof other than reasonable costs of investigation or as otherwise provided
below. The Indemnitee shall have the right to employ his own counsel in such
action, suit, proceeding or investigation but the fees and expenses of such
counsel incurred after notice from the
 
 
                                       16
<PAGE>
 
Corporation of its assumption of the defense thereof shall be at the expense of
the Indemnitee unless (i) the employment of counsel by the Indemnitee has been
authorized by the Corporation, (ii) the Indemnitee shall have reasonably
concluded that there is a conflict of interest between the Corporation and the
Indemnitee in the conduct of the defense of such action or (iii) the Corporation
shall not in fact have employed counsel to assume the defense of such action, in
each of which cases the fees and expenses of counsel employed by the Indemnitee
shall be subject to indemnification pursuant to the terms of this Article V;
provided, that the Corporation shall not be entitled to assume the defense of
any action, suit, proceeding or investigation brought in the name of or on
behalf of the Corporation or as to which the Indemnitee shall have made the
conclusion provided for in clause (ii) of this sentence. The Corporation shall
not be liable to indemnify the Indemnitee under this Article V for any amounts
paid in settlement of any action or claim effected without its written consent,
which consent shall not be unreasonably withheld. The Corporation shall not
settle any action or claim in any manner that would impose any limitation or
unindemnified penalty on the Indemnitee without the Indemnitee's written
consent, which consent shall not be unreasonably withheld.
 
         Section 12. Nonexclusivity of Rights. The rights of indemnification and
advancement of Expenses as provided by this Article V shall not be deemed
exclusive of any other rights to which Indemnitee may at any time be entitled to
under applicable law, the Amended and Restated Certificate of Incorporation,
these Bylaws, any agreement, a vote of stockholders or a resolution of directors
or otherwise. No amendment, alteration or repeal of this Article V or any
provision hereof shall be effective as to any Indemnitee for acts, events and
circumstances that occurred, in whole or in part, before such amendment,
alteration or repeal. The provisions of this Article V shall continue as to an
Indemnitee whose Corporate Status has ceased for any reason and shall inure to
the benefit of his heirs, executors and administrators. Neither the provisions
of this Article V nor those of any agreement to which the Corporation is a party
shall be deemed to preclude the indemnification of any person who is not
specified in this Article V as having the right to receive indemnification or is
not a party to any such agreement, but whom the Corporation has the power or
obligation to indemnify under the provisions of the DGCL.
 
         Section 13. Insurance and Subrogation. The Corporation may maintain
insurance, at its expense, to protect itself and any director, Officer, employee
or agent of the Corporation or another corporation, partnership, joint venture,
trust or other enterprise against any such expense, liability or loss, whether
or not the Corporation would have the power to indemnity such person against
such expense, liability or loss under applicable law.
 
                  The Corporation shall not be liable under this Article V to
make any payment of amounts otherwise indemnifiable hereunder if, but only to
the extent that, the Indemnitee has otherwise actually received such payment
under any insurance policy, contract, agreement or otherwise.
 
                  In the event of any payment hereunder, the Corporation shall
be subrogated to the extent of such payment to all the rights of recovery of the
Indemnitee, who shall execute all papers required and take all action reasonably
requested by the Corporation to secure such rights, including execution of such
documents as are necessary to enable the Corporation to bring suit to enforce
such rights.
 
                                       17
<PAGE>
 
         Section 14. Severability. If any provision or provisions of this
Article V shall be held to be invalid, illegal or unenforceable for any reason
whatsoever, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby; and, to the
fullest extent possible, the provisions of this Article V shall be construed so
as to give effect to the intent manifested by the provision held invalid,
illegal or unenforceable.
 
         Section 15. Certain Actions for Which Indemnification Is Not Provided.
Notwithstanding any other provision of this Article V, no person shall be
entitled to indemnification or advancement of Expenses under this Article V with
respect to any Proceeding, or any Matter therein, brought or made by such person
against the Corporation.
 
         Section 16. Definitions. For purposes of this Article V only:
 
                  "Change of Control" means:
 
                  (i) The acquisition by any individual, entity or group (within
         the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange
         Act of 1934, as amended (the "Exchange Act")) (a "Person") of
         beneficial ownership (within the meaning of Rule 13d-3 promulgated
         under the Exchange Act) of 35% or more of either (1) the then
         outstanding shares of common stock of the Company (the "Outstanding
         Company Common Stock") or (2) the combined voting power of the then
         outstanding voting securities of the Company entitled to vote generally
         in the election of directors (the "Outstanding Company Voting
         Securities"); provided, however, that for purposes of this subsection
         (i), the following acquisitions shall not constitute a Change of
         Control: (A) any acquisition directly from the Company, (B) any
         acquisition by the Company, (C) any acquisition by any employee benefit
         plan (or related trust) sponsored or maintained by the Company or any
         entity controlled by the Company or (D) any acquisition by any entity
         pursuant to a transaction which complies with clauses (1), (2) and (3)
         of subsection (iii) of this definition; or
 
                  (ii) Individuals who, as of the date hereof, constitute the
         Board (the "Incumbent Board") cease for any reason to constitute at
         least a majority of the Board; provided, however, that any individual
         becoming a director subsequent to the date hereof whose election, or
         nomination for election by the Company's stockholders, was approved by
         a vote of at least a majority of the directors then comprising the
         Incumbent Board shall be considered as though such individual were a
         member of the Incumbent Board, but excluding, for this purpose, any
         such individual whose initial assumption of office occurs as a result
         of an actual or threatened election contest with respect to the
         election or removal of directors or other actual or threatened
         solicitation of proxies or consents by or on behalf of a Person other
         than the Board; or
 
                  (iii) Consummation of a reorganization, merger or
         consolidation or sale or other disposition of all or substantially all
         of the assets of the Company (a "Business Combination"), in each case,
         unless, following such Business Combination, (1) all or substantially
         all of the individuals and entities who were
 
 
                                       18
<PAGE>
 
         the beneficial owners, respectively, of the Outstanding Company Common
         Stock and Outstanding Company Voting Securities immediately prior to
         such Business Combination beneficially own, directly or indirectly,
         more than 50% of, respectively, the then outstanding shares of common
         stock and the combined voting power of the then outstanding voting
         securities entitled to vote generally in the election of directors, as
         the case may be, of the entity resulting from such Business Combination
         (including, without limitation, an entity that as a result of such
         transaction owns the Company or all or substantially all of the
         Company's assets either directly or through one or more subsidiaries)
         in substantially the same proportions as their ownership, immediately
         prior to such Business Combination, of the Outstanding Company Common
         Stock and Outstanding Company Voting Securities, as the case may be,
         (2) no Person (excluding any entity resulting from such Business
         Combination or any employee benefit plan (or related trust) of the
         Company or such entity resulting from such Business Combination)
         beneficially owns, directly or indirectly, 35% or more of,
         respectively, the then outstanding shares of common equity of the
         entity resulting from such Business Combination or the combined voting
         power of the then outstanding voting securities of such entity except
         to the extent that such ownership existed prior to the Business
         Combination and (3) at least a majority of the members of the board of
         directors of the corporation, or the similar managing body of a
         non-corporate entity, resulting from such Business Combination were
         members of the Incumbent Board at the time of the execution of the
         initial agreement, or of the action of the Board, providing for such
         Business Combination; or
 
                  (iv) Approval by the stockholders of the Company of a complete
         liquidation or dissolution of the Company, other than a liquidation or
         dissolution in connection with a transaction to which subsection (iii)
         applies.
 
                  "Corporate Status" describes the status of Indemnitee as a
director, Officer, employee, agent or fiduciary of the Corporation or of any
other corporation, partnership, limited liability company, association, joint
venture, trust, employee benefit plan or other enterprise that Indemnitee is or
was serving at the request of the Corporation.
 
                  "Court" means the Court of Chancery of the State of Delaware
or any other court of competent jurisdiction.
 
                  "Designated Professional Capacity" shall include, but not be
limited to, a physician, nurse, psychologist or therapist, registered surveyor,
registered engineer, registered architect, attorney, certified public accountant
or other person who renders such professional services within the course and
scope of his employment, who is licensed by appropriate regulatory authorities
to practice such profession and who, while acting in the course of such
employment, committed or is alleged to have committed any negligent acts, errors
or omissions in rendering such professional services at the request of the
Corporation or pursuant to his employment (including, without limitation,
rendering written or oral opinions to third parties).
 
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                  "Expenses" shall include all reasonable attorneys' fees,
retainers, court costs, transcript costs, fees of experts, witness fees, travel
expenses, duplicating costs, printing and binding costs, telephone charges,
postage, delivery service fees, and all other disbursements or expenses of the
types customarily incurred in connection with prosecuting, defending, preparing
to prosecute or defend, investigating, or being or preparing to be a witness in
a Proceeding.
 
                  "Indemnitee" includes any Officer (including an Officer acting
in his Designated Professional Capacity) or director of the Corporation who is,
or is threatened to be made, a witness in or a party to any Proceeding as
described in Article V, Section 1 (General) or Section 2 (Expenses) by reason of
his Corporate Status.
 
                  "Independent Counsel" means a law firm, or a member of a law
firm, that is experienced in matters of corporation law and neither presently
is, nor in the five years previous to his selection or appointment has been,
retained to represent: (i) the Corporation or Indemnitee in any matter material
to either such party or (ii) any other party to the Proceeding giving rise to a
claim for indemnification hereunder.
 
                  "Matter" is a claim, a material issue or a substantial request
for relief.
 
                  "Officer" means the president, the treasurer, the secretary,
and each vice president of the Corporation and any other corporation,
partnership, limited liability company, association, joint venture, trust,
employee benefit plan or other enterprise for which such person is or was
serving in such position at the request of the Corporation (and all variants of
the preceding positions such as assistant treasurer, assistant secretary, senior
vice president, and similar modifications), in each case elected or appointed
pursuant to proper corporate authority, and each other person designated by the
President of the Corporation from time to time as constituting an "Officer."
 
                  "Proceeding" includes any action, suit, arbitration, alternate
dispute resolution mechanism, investigation, administrative hearing or any other
proceeding, whether civil, criminal, administrative or investigative, except one
initiated by an Indemnitee pursuant to Article V, Section 10 (Adjudication) to
enforce his rights under this Article V.
 
         Section 17. Notices. Promptly after receipt by the Indemnitee of notice
of the commencement of any action, suit or proceeding, the Indemnitee shall, if
he anticipates or contemplates making a claim for expenses or an advance
pursuant to the terms of this Article V, notify the Corporation of the
commencement of such action, suit or proceeding; provided, however, that any
delay in so notifying the Corporation shall not constitute a waiver or release
by the Indemnitee of rights hereunder and that any omission by the Indemnitee to
so notify the Corporation shall not relieve the Corporation from any liability
that it may have to the Indemnitee otherwise than under this Article V. Any
communication required or permitted to the Corporation shall be addressed to the
Corporate Secretary of the Corporation, and any such communication to the
Indemnitee shall be addressed to the Indemnitee's address as shown on the
Corporation's records unless he specifies otherwise and shall be personally
delivered or delivered by overnight mail delivery. Any such notice shall be
effective upon receipt.
 
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         Section 18. Contractual Rights. The right to be indemnified or to the
advancement or reimbursement of Expenses (i) is a contract right based upon good
and valuable consideration, pursuant to which the Indemnitee may sue as if these
provisions were set forth in a separate written contract between the Indemnitee
and the Corporation, (ii) is and is intended to be retroactive and shall be
available as to events occurring prior to the adoption of these provisions and
(iii) shall continue after any rescission or restrictive modification of such
provisions as to events occurring prior thereto.
 
         Section 19. Indemnification of Employees, Agents and Fiduciaries. The
Corporation, by adoption of a resolution of the Board of Directors, may
indemnify and advance expenses to a person who is an employee (including an
employee acting in his Designated Professional Capacity), agent or fiduciary of
the Corporation including any such person who is or was serving at the request
of the Corporation as a director, Officer, employee, agent or fiduciary of any
other corporation, partnership, joint venture, limited liability company, trust,
employee benefit plan or other enterprise to the same extent and subject to the
same conditions (or to such lesser extent and/or with such other conditions as
the Board of Directors may determine) under which it may indemnify and advance
expenses to an Indemnitee under this Article V.
 
                                   ARTICLE VI
                            MISCELLANEOUS PROVISIONS
 
         Section 1. Offices. The address of the registered office of the
Corporation in the State of Delaware is The Corporation Trust Center, 1209
Orange Street in the City of Wilmington, County of New Castle, Delaware 19801,
and the name of the registered agent of the Corporation at such address is The
Corporation Trust Company. The principal office of the Corporation shall be
located in Houston, Texas, unless and until changed by resolution of the Board
of Directors. The Corporation may also have offices at such other places as the
Board of Directors may designate from time to time, or as the business of the
Corporation may require. The principal office and registered office may be, but
need not be, the same.
 
         Section 2. Resignations. Any director or officer may resign at any
time. Any resignation shall be made in writing and shall take effect at the time
specified therein or, if no time is specified, at the time of its receipt by the
Chairman of the Board, if there is one, the Chief Executive Officer, if there is
one, the President or the Corporate Secretary. The acceptance of a resignation
shall not be necessary to make it effective, unless expressly so provided in the
resignation.
 
         Section 3. Separability. If one or more of the provisions of these
Bylaws shall be held to be invalid, illegal or unenforceable, such invalidity,
illegality or unenforceability shall not affect any other provision hereof and
these Bylaws shall be construed as if such invalid, illegal or unenforceable
provision or provisions had never been contained herein.
 
         Section 4. Notice to Stockholders by Electronic Transmission. Without
limiting the manner by which notice may be given effectively to stockholders,
any notice required to be given to stockholders by the provisions of these
Bylaws may be given by electronic transmission to an electronic address at which
the stockholder has consented to receive notice, to the fullest extent allowed
under Section 232 of the DGCL.
 
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                                   ARTICLE VII
                               AMENDMENT OF BYLAWS
 
         Section 1. Vote Requirements. Except as otherwise required by law or
the Amended and Restated Certificate of Incorporation, these Bylaws may be
amended, in whole or in part, and new Bylaws may be adopted (i) by the
affirmative vote of the shares representing not less than 75% of the voting
power of all outstanding shares of capital stock of the Corporation generally
entitled to vote in the election of directors, voting together as a single
class; provided, that in the case of any such stockholder action at a meeting of
stockholders, notice of the proposed alteration, amendment, repeal or adoption
of the new Bylaw or Bylaws must be contained in the notice of such meeting; or
(ii) by action of the Board of Directors; provided, however, that any proposed
alteration, amendment or repeal of, or the adoption of any Bylaw inconsistent
with Section 3, 9, 10 or 11 of Article II, Section 2, 4, 7, 10 or 11 of Article
III, Article V or this sentence, by the Board of Directors shall require the
affirmative vote of not less than 75% of all directors then in office at a
regular or special meeting of the Board of Directors called for that purpose.
 
 
 
 
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