AMENDED AND RESTATED
                                   BY-LAWS OF
                          OPTIONSXPRESS HOLDINGS, INC.
 
 
                                    ARTICLE I
 
                                     OFFICES
 
         SECTION 1. REGISTERED OFFICE. The registered office of the Corporation
in the State of Delaware shall be located at 9 East Loockerman Street, in the
City of Dover, County of Kent, 19901. The name of the Corporation's registered
agent at such address shall be National Registered Agents, Inc. The registered
office and/or registered agent of the Corporation may be changed from time to
time by action of the Board of Directors.
 
         SECTION 2. OTHER OFFICES. The Corporation may have an office or offices
other than said registered office at such place or places, either within or
without the State of Delaware, as the Board of Directors shall from time to time
determine or the business of the Corporation may require.
 
                                   ARTICLE II
 
                            MEETINGS OF STOCKHOLDERS
 
         SECTION 1. PLACE OF MEETINGS. All meetings of the stockholders for the
election of directors or for any other purpose shall be held at any such place,
either within or without the State of Delaware, as shall be designated from time
to time by the Board of Directors and stated in the notice of meeting or in a
duly executed waiver thereof.
 
         SECTION 2. ANNUAL MEETING. An annual meeting of stockholders shall be
held each year and stated in a notice of meeting or in a duly executed waiver
thereof. The date, time and place of such meeting shall be determined by the
Chief Executive Officer of the Corporation; PROVIDED THAT if the Chief Executive
Officer does not act, the Board of Directors shall determine the date, time, and
place of such meeting. At such annual meeting, the stockholders shall elect
directors to replace those directors whose terms expire at such annual meeting
and transact such other business as may properly be brought before the meeting.
 
         SECTION 3. SPECIAL MEETINGS. Special meetings of stockholders may be
called for any purpose in the manner provided in the Amended and Restated
Certificate of Incorporation of the Corporation (the "Certificate of
Incorporation") and may be held at such time and place, within or without the
State of Delaware, as shall be stated in a notice of meeting or in a duly
executed waiver of notice thereof. Such meetings may be called only by the
Chairman of the Board of Directors or pursuant to a resolution adopted by the
affirmative vote of the majority of the total number of directors then in
office.
 
 
 
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         SECTION 4. NOTICE OF MEETINGS. Except as otherwise expressly required
by statute, whenever stockholders are required or permitted to take action at a
meeting, written notice of each annual and special meeting of stockholders
stating the date, place and hour of the meeting, and, in the case of a special
meeting, the purpose or purposes for which the meeting is called, shall be given
to each stockholder of record entitled to vote thereat not less than ten (10)
nor more than sixty (60) days before the date of the meeting. Business
transacted at any special meeting of stockholders shall be limited to the
purposes stated in the notice. Notice shall be given personally or by mail and,
if by mail, shall be sent in a postage prepaid envelope, addressed to the
stockholder at his address as it appears on the records of the Corporation.
Notice by mail shall be deemed given at the time when the same shall be
deposited in the United States mail, postage prepaid. Notice of any meeting
shall not be required to be given to any person who attends such meeting, except
when such person attends the meeting in person or by proxy 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, or who, either
before or after the meeting, shall submit a signed written waiver of notice, in
person or by proxy. Neither the business to be transacted at, nor the purpose
of, an annual or special meeting of stockholders need be specified in any
written waiver of notice.
 
         SECTION 5. LIST OF STOCKHOLDERS. The officer who has charge of the
stock ledger of the Corporation shall prepare and make, at least ten (10) days
before each meeting of stockholders, a complete list of the stockholders
entitled to vote at the meeting, arranged in alphabetical order, showing the
address of and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten (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 the notice of the meeting, or (ii) during ordinary business hours,
either at a place within the city where the meeting is to be held or, if not so
specified, at the place where the meeting is to be held. If the meeting is to be
held at a place, then the list shall be produced and kept at the time and place
of the meeting during the whole time thereof, and may be inspected by any
stockholder who is present.
 
         SECTION 6. QUORUM; ADJOURNMENTS. The holders of a majority of the
voting power of the issued and outstanding stock of the Corporation entitled to
vote thereat, present in person or represented by proxy, shall constitute a
quorum for the transaction of business at all meetings of stockholders, except
as otherwise provided by statute or by the Certificate of Incorporation. If,
however, such quorum shall not be present or represented by proxy at any meeting
of stockholders, the stockholders entitled to vote thereat, present in person or
represented by proxy, shall have the power to adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present or represented by proxy. At such adjourned meeting at which a
quorum shall be present or represented by proxy, any business may be transacted
which might have been transacted at the meeting as originally called. If the
adjournment is for more than thirty (30) days, or, if after adjournment a new
record date is set, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.
 
 
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         SECTION 7. ORGANIZATION. At each meeting of stockholders, the Chairman
of the Board, if one shall have been elected, or, in his absence or if one shall
not have been elected, the Chief Executive Officer shall act as chairman of the
meeting. The Secretary or, in his absence or inability to act, the person whom
the chairman of the meeting shall appoint secretary of the meeting shall act as
secretary of the meeting and keep the minutes thereof.
 
         SECTION 8. ORDER OF BUSINESS. The order of business at all meetings of
the stockholders shall be as determined by the chairman of the meeting.
 
         SECTION 9. VOTING. Except as otherwise provided by the Certificate of
Incorporation (including pursuant to any duly authorized certificate of
designation) or the General Corporation Law of the State of Delaware, each
stockholder of the Corporation shall be entitled at each meeting of stockholders
to one (1) vote for each share of capital stock of the Corporation standing in
his name on the record of stockholders of the Corporation:
 
          (a) on the date fixed pursuant to the provisions of Section 14 of
          Article II of these Amended and Restated By-laws (the "By-laws") as
          the record date for the determination of the stockholders who shall be
          entitled to notice of and to vote at such meeting; or
 
          (b) if no such record date shall have been so fixed, then at the close
          of business on the day next preceding the day on which notice thereof
          shall be given, or, if notice is waived, at the close of business on
          the date next preceding the day on which the meeting is held.
 
Each stockholder entitled to vote at any meeting of stockholders may authorize
another person or persons to act for him by a proxy which is in writing or
transmitted as permitted by law, including, without limitation, electronically,
via telegram, internet, interactive voice response system, or other means of
electronic transmission executed or authorized by such stockholder or his
attorney-in-fact, but no proxy shall be voted after (3) three years from its
date, unless the proxy provides for a longer period. Any such proxy shall be
delivered to the secretary of the meeting at or prior to the time designated in
the order of business for so delivering such proxies. Any proxy transmitted
electronically shall set forth information from which it can be determined by
the secretary of the meeting that such electronic transmission was authorized by
the stockholder. When a quorum is present at any meeting, the vote of the
holders of a majority of the voting power of the issued and outstanding stock of
the Corporation entitled to vote thereon, present and voting, in person or
represented by proxy, shall decide any question brought before such meeting,
unless the question is one upon which by express provision of statute or of the
Certificate of Incorporation or of these By-laws, a different vote is required,
in which case such express provision shall govern and control the decision of
such question. Unless required by statute, or determined by the chairman of the
meeting to be advisable, the vote on any question need not be by ballot. On a
vote by ballot, each ballot shall be signed by the stockholder voting, or by his
proxy, if there be such proxy, and shall state the number of shares voted and
the number of votes to which each share is entitled.
 
 
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         SECTION 10. INSPECTORS. The Board of Directors may, in advance of any
meeting of stockholders, appoint one or more inspectors to act at such meeting
or any adjournment thereof. If any of the inspectors so appointed shall fail to
appear or act, the chairman of the meeting shall, or if inspectors shall not
have been appointed, the chairman of the meeting may, appoint one or more
inspectors. Each inspector, before entering upon the discharge of his duties,
shall take and sign an oath faithfully to execute the duties of inspector at
such meeting with strict impartiality and according to the best of his ability.
The inspectors shall determine the number of shares of capital stock of the
Corporation outstanding and the voting power of each, the number of shares
represented at the meeting, the existence of a quorum, the validity and effect
of proxies, and shall receive votes, ballots or consents, hear and determine all
challenges and questions arising in connection with the right to vote, count and
tabulate all votes, ballots or consents, determine the results, and do such acts
as are proper to conduct the election or vote with fairness to all stockholders.
On request of the chairman of the meeting, the inspectors shall make a report in
writing of any challenge, request or matter determined by them and shall execute
a certificate of any fact found by them. No director or candidate for the office
of director shall act as an inspector of an election of directors. Inspectors
need not be stockholders.
 
         SECTION 11. ADVANCE NOTICE PROVISIONS FOR ELECTION OF DIRECTORS. Only
persons who are nominated in accordance with the following procedures shall be
eligible for election as directors of the Corporation. Nominations of persons
for election to the Board of Directors may be made at any annual meeting of
stockholders, or at any special meeting of stockholders called for the purpose
of electing directors as provided under Section 3 of this Article II, (a) by or
at the direction of the Board of Directors (or any duly authorized committee
thereof) or (b) by any stockholder of the Corporation (i) who is a stockholder
of record on the date of the giving of the notice provided for in this Section
11 and on the record date for the determination of stockholders entitled to vote
at such meeting, (ii) is entitled to vote at such meeting and (iii) who complies
with the notice procedures set forth in this Section 11.
 
         In addition to any other applicable requirements, for a nomination to
be made by a stockholder such stockholder must have given timely notice thereof
in proper written form to the Secretary of the Corporation.
 
         To be timely, a stockholder's notice to the Secretary must be delivered
to or mailed and received at the principal executive offices of the Corporation
(a) in the case of an annual meeting, not less than ninety (90) days prior to
the date of the anniversary of the previous year's annual meeting; PROVIDED,
HOWEVER, that in the event the annual meeting is scheduled to be held on a date
more than thirty (30) days prior to or delayed by more than sixty (60) days
after such anniversary date, notice by the stockholder in order to be timely
must be so received not later than the later of the close of business ninety
(90) days prior to such annual meeting or the tenth (10th) day following the day
on which such notice of the date of the annual meeting was mailed or such public
disclosure of the date of the annual meeting was made and (b) in the case of a
special meeting of stockholders called for the purpose of electing directors,
not later than the close of business on the tenth (10th) day following the day
on which notice of the date of the special meeting was mailed or public
disclosure of the date of the special meeting was made, whichever first occurs.
 
 
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         To be in proper written form, a stockholder's notice to the Secretary
must set forth (a) as to each person whom the stockholder proposes to nominate
for election as a director (i) the name, age, business address and residence
address of the person, (ii) the principal occupation or employment of the
person, (iii) the class or series and number of shares of capital stock of the
Corporation which are owned beneficially or of record by the person and (iv) any
other information relating to the person that would be required to be disclosed
in a proxy statement or other filings required to be made in connection with
solicitations of proxies for election of directors pursuant to Section 14 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules
and regulations promulgated thereunder; and (b) as to the stockholder giving the
notice (i) the name and record address of such stockholder, (ii) the class or
series and number of shares of capital stock of the Corporation which are owned
beneficially or 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 persons named in its notice and (v) any other
information relating to such stockholder that would be required to be disclosed
in a proxy statement or other filings required to be made in connection with
solicitations of proxies for election of directors pursuant to Section 14 of the
Exchange Act and the rules and regulations promulgated thereunder. Such notice
must be accompanied by a written consent of each proposed nominee to being named
as a nominee and to serve as a director if elected.
 
         No person shall be eligible for election as a director of the
Corporation unless nominated in accordance with the procedures set forth in this
Section 11. If the chairman of the meeting determines that a nomination was not
made in accordance with the foregoing procedures, the chairman shall declare to
the meeting that the nomination was defective and such defective nomination
shall be disregarded.
 
         SECTION 12. ADVANCE NOTICE PROVISIONS FOR BUSINESS TO BE TRANSACTED AT
ANNUAL MEETING. No business may be transacted at an annual meeting of
stockholders, other than business that is either (a) specified in the notice of
meeting (or any supplement thereto) given by or at the direction of the Board of
Directors (or any duly authorized committee thereof), (b) otherwise properly
brought before the annual meeting by or at the direction of the Board of
Directors (or any duly authorized committee thereof) or (c) otherwise properly
brought before the annual meeting by any stockholder of the Corporation (i) who
is a stockholder of record on the date of the giving of the notice provided for
in this Section 12 and on the record date for the determination of stockholders
entitled to vote at such annual meeting, (ii) is entitled to vote at such
meeting and (iii) who complies with the notice procedures set forth in this
Section 12.
 
         In addition to any other applicable requirements, for business to be
properly brought before an annual meeting by a stockholder, such stockholder
must have given timely notice thereof in proper written form to the Secretary of
the Corporation.
 
         To be timely, a stockholder's notice to the Secretary must be delivered
to or mailed and received at the principal executive offices of the Corporation
not less than ninety (90) days prior to the date of the anniversary of the
previous year's annual meeting; PROVIDED, HOWEVER, that in
 
 
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the event the annual meeting is scheduled to be held on a date more than thirty
(30) days prior to or delayed by more than sixty (60) days after such
anniversary date, notice by the stockholder in order to be timely must be so
received not later than the later of the close of business ninety (90) days
prior to such annual meeting or the tenth (10th) day following the day on which
such notice of the date of the annual meeting was mailed or such public
disclosure of the date of the annual meeting was made.
 
         To be in proper written form, a stockholder's notice to the Secretary
must set forth as to each matter such 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 record address of such stockholder, (iii) the
class or series and number of shares of capital stock of the Corporation which
are owned beneficially or of record by such stockholder, (iv) a description of
all arrangements or understandings between such stockholder 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 such stockholder in
such business and (v) a representation that such stockholder intends to appear
in person or by proxy at the annual meting to bring such business before the
meeting.
 
         No business shall be conducted at the annual meeting of stockholders
except business brought before the annual meeting in accordance with the
procedures set forth in this Section 12; PROVIDED, HOWEVER, that, once business
has been properly brought before the annual meeting in accordance with such
procedures, nothing in this Section 12 shall be deemed to preclude discussion by
any stockholder of any such business. If the chairman of an annual meeting
determines that business was not properly brought before the annual meeting in
accordance with the foregoing procedures, the chairman shall declare to the
meeting that the business was not properly brought before the meeting and such
business shall not be transacted.
 
         SECTION 13. ACTION BY WRITTEN CONSENT. Unless restricted by the
Certificate of Incorporation, whenever the vote of stockholders at a meeting
thereof is required or permitted to be taken for or in connection with any
corporate action, by any provision of statute or of the Certificate of
Incorporation or of these By-laws, the meeting and vote of stockholders may be
dispensed with, and the action taken without such meeting and vote, if a consent
in writing, setting forth the action so taken, shall be signed by the holders of
the outstanding stock having not less than the minimum number of votes that
would be necessary to authorize or take such action at a meeting at which all
shares of stock of the Corporation entitled to vote thereon were present and
voted. The consent shall be delivered to the Corporation by delivery to its
registered office in the State of Delaware, or the Corporation's principal place
of business, or an officer or agent of the Corporation having custody of the
book or books in which the proceedings of meetings of the stockholders are
recorded. Delivery made to the Corporation's registered office shall be by hand
or by certified or registered mail, return receipt requested; PROVIDED, HOWEVER,
that no consent delivered by certified or registered mail shall be deemed
delivered until such consent is actually received at the Corporation's
registered office. All consents properly delivered in accordance with this
Section 13 shall be deemed to be recorded when so delivered. No written consent
shall be effective to take the corporate action referred to therein unless,
 
 
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within sixty (60) days of the earliest dated consent delivered to the
Corporation as required by this Section 13, written consents signed by the
holders of a sufficient number of shares to take such corporate action are so
recorded. Prompt notice of the taking of the corporate action without a meeting
by less than unanimous written consent shall be given to those stockholders who
have not consented in writing. Any action taken pursuant to such written consent
of the stockholders shall have the same force and effect as if taken by the
stockholders at a meeting thereof.
 
         SECTION 14. FIXING THE RECORD DATE. In order that the Corporation may
determine the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful action, the Board of Directors may fix, in
advance, a record date, which shall not be more than sixty (60) nor less than
ten (10) days before the date of such meeting, nor more than sixty (60) days
prior to any other action. If no record date is fixed by the Board of Directors,
the record date for determining stockholders entitled to notice of or to vote at
a meeting of stockholders shall be the close of business on the day next
preceding the day on which notice is given, or if notice is waived, at the close
of business on the day next preceding the day on which the meeting is held. 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.
 
         In order that the Corporation may determine the stockholders entitled
to consent to corporate action in writing without a meeting, the Board of
Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
Directors, and which date shall not be more than ten (10) days after the date
upon which the resolution fixing the record date is adopted by the Board of
Directors. Any stockholder of record seeking to have the stockholders authorize
or take corporate action by written consent shall, by written notice to the
Secretary, request the Board of Directors to fix a record date. Such notice
shall specify the action proposed to be consented to by stockholders. The Board
of Directors shall promptly, but in all events within ten (10) days after the
date on which such a request is received, adopt a resolution fixing the record
date. If no record date has been fixed by the Board of Directors within ten (10)
days after the date on which such a request is received, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting, when no prior action by the Board of Directors is required by
applicable law, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
Corporation. Such delivery to the Corporation shall be made to its registered
office in the State of Delaware, its principal place of business, or any officer
or agent of the Corporation having custody of the book or books in which
proceedings of meetings of stockholders are recorded, to the attention of the
Secretary of the Corporation. Such delivery shall be by hand or by certified or
registered mail, return receipt requested. If no record date has been fixed by
the Board of Directors and prior action by the Board of Directors is required by
applicable law, the record date for determining stockholders
 
 
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entitled to consent to corporate action in writing without a meeting shall be
the close of business on the date on which the Board of Directors adopts the
resolution taking such prior action.
 
         In the event of delivery to the Corporation of a written consent or
written consents purporting to authorize or take corporate action, and/or
related revocation or revocations, (each such written consent and related
revocation, individually and collectively, a "Consent"), the Secretary of the
Corporation shall provide for the safekeeping of such Consent and shall as soon
as practicable thereafter conduct such reasonable investigation as the Secretary
deems necessary or appropriate for the purpose of ascertaining the validity of
such Consent and all matters incident thereto, including, without limitation,
whether holders of shares having the requisite voting power to authorize or take
the action specified in the Consent have given consent. If after such
investigation the Secretary shall determine that the Consent is sufficient and
valid, that fact shall be certified on the records of the Corporation kept for
the purpose of recording the proceedings of meetings of the stockholders, and
the Consent shall be filed in such records, at which time the Consent shall
become effective as stockholder action.
 
 
 
                                   ARTICLE III
 
                               BOARD OF DIRECTORS
 
         SECTION 1. GENERAL POWERS. The business and affairs of the Corporation
shall be managed by or under the direction of the Board of Directors. The Board
of Directors may exercise all such authority and powers of the Corporation and
do all such lawful acts and things as are not by statute or the Certificate of
Incorporation directed or required to be exercised or done by the stockholders.
 
         SECTION 2. NUMBER, ELECTION AND TERM. Subject to any rights of the
holders of any class or series of Preferred Stock to elect additional directors
under specified circumstances, the number of directors which shall constitute
the Board of Directors shall be fixed from time to time by resolution adopted by
the affirmative vote of two-thirds of the total number of directors then in
office. The directors shall be elected by a plurality of the votes of the shares
present in person or represented by proxy at the meeting and entitled to vote in
the election of directors; PROVIDED, HOWEVER, that whenever the holders of any
class or series of Preferred Stock of the Corporation are entitled to elect one
or more directors pursuant to the provisions of the Certificate of Incorporation
(including pursuant to any duly authorized certificate of designation), such
directors shall be elected by a plurality of the votes of such class or series
of Preferred Stock present in person or represented by proxy at the meeting and
entitled to vote in the election of such directors. The directors shall be
elected and shall hold office in the manner provided in the Certificate of
Incorporation.
 
         SECTION 3. PLACE OF MEETINGS. Meetings of the Board of Directors shall
be held at such place or places, within or without the State of Delaware, as the
Board of Directors may from time to time determine or as shall be specified in
the notice of any such meeting.
 
 
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         SECTION 4. ANNUAL MEETINGS. The Board of Directors shall meet for the
purpose of organization, the election of officers and the transaction of other
business, as soon as practicable after each annual meeting of stockholders, on
the same day and at the same place where such annual meeting shall be held. In
the event such annual meeting is not so held, the annual meeting of the Board of
Directors may be held at such other time or place (within or without the State
of Delaware) as shall be specified in a notice thereof given as hereinafter
provided in Section 7 of this Article III.
 
         SECTION 5. REGULAR MEETINGS. Regular meetings of the Board of Directors
shall he held at such time and place as the Board of Directors may fix. If any
day fixed for a regular meeting shall be a legal holiday at the place where the
meeting is to be held, then the meeting which would otherwise be held on that
day shall be held at the same hour on the next succeeding business day.
 
         SECTION 6. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by the Chairman of the Board, if one shall have been elected, or
by two or more directors of the Corporation or by the Chief Executive Officer.
 
         SECTION 7. NOTICE OF MEETINGS. Notice of regular meetings of the Board
of Directors need not be given except as otherwise required by law or these
By-laws. Notice of each special meeting of the Board of Directors, and of each
regular and annual meeting of the Board of Directors for which notice shall be
required, shall be given by the Secretary as hereinafter provided in this
Section 7, in which notice shall be stated the time and place of the meeting.
Except as otherwise required by these By-laws, such notice need not state the
purpose of such meeting. Notice of any special meeting, and of any regular or
annual meeting for which notice is required, shall be given to each director at
least (a) twenty-four (24) hours before the meeting if by telephone or by being
personally delivered or sent by telex, telecopy, or similar means or (b) five
(5) days before the meeting if delivered by mail to the director's residence or
usual place of business. Such notice shall be deemed to be delivered when
deposited in the United States mail so addressed, with postage prepaid, or when
transmitted if sent by telex, telecopy, or similar means. Neither the business
to be transacted at, nor the purpose of, any special meeting of the Board of
Directors need be specified in the notice or waiver of notice of such meeting.
Any director may waive notice of any meeting by a writing signed by the director
entitled to the notice and filed with the minutes or corporate records.
 
         SECTION 8. WAIVER OF NOTICE AND PRESUMPTION OF ASSENT. Any member of
the Board of Directors or any committee thereof who is present at a meeting
shall be conclusively presumed to have waived notice of such meeting except when
such member attends 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. Such member shall be conclusively presumed to have assented
to any action taken unless his or her dissent shall be entered in the minutes of
the meeting or unless his or her written dissent to such action shall be filed
with the person acting as the secretary of the meeting before the adjournment
thereof or shall be forwarded by registered mail to the Secretary of the
Corporation immediately after the adjournment of the meeting. Such right to
dissent shall not apply to any member who voted in favor of such action.
 
 
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         SECTION 9. QUORUM AND MANNER OF ACTING. A majority of the entire Board
of Directors shall constitute a quorum for the transaction of business at any
meeting of the Board of Directors, and, except as otherwise expressly required
by statute or the Certificate of Incorporation or these By-laws, the act of a
majority of the directors present at any meeting at which a quorum is present
shall be the act of the Board of Directors. In the absence of a quorum at any
meeting of the Board of Directors, a majority of the directors present thereat
may adjourn such meeting to another time and place. Notice of the time and place
of any such adjourned meeting shall be given to all of the directors unless such
time and place were announced at the meeting at which the adjournment was taken,
in which case such notice shall only be given to the directors who were not
present thereat. At any adjourned meeting at which a quorum is present, any
business may be transacted which might have been transacted at the meeting as
originally called. The directors shall act only as a Board and the individual
directors shall have no power as such.
 
         SECTION 10. ORGANIZATION. At each meeting of the Board of Directors,
the Chairman of the Board, if one shall have been elected, or, in the absence of
the Chairman of the Board or if one shall not have been elected, the Chief
Executive Officer (or, in his absence, another director chosen by a majority of
the directors present) shall act as chairman of the meeting and preside thereat.
The Secretary or, in his absence, any person appointed by the chairman, shall
act as secretary of the meeting and keep the minutes thereof.
 
         SECTION 11. RESIGNATIONS; NEWLY CREATED DIRECTORSHIPS; VACANCIES; AND
REMOVALS. Any director of the Corporation may resign at any time by giving
notice in writing or by electronic transmission of his resignation to the
Corporation. Any such resignation shall take effect at the time specified
therein or, if the time when it shall become effective shall not be specified
therein, immediately upon its receipt. Unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.
Newly created directorships resulting from any increase in the number of
directors or any vacancies in the Board of Directors resulting from death,
resignation, retirement, disqualification, removal or any other cause shall be
filled in the manner provided in the Certificate of Incorporation. Any director
may be removed in the manner provided in the Certificate of Incorporation.
 
         SECTION 12. COMPENSATION. The Board of Directors shall have authority
to fix the compensation, including fees and reimbursement of expenses, of
directors for services to the Corporation in any capacity.
 
         SECTION 13. COMMITTEES. The Board of Directors may, by resolution
passed by a majority of the entire Board of Directors, designate one or more
committees, each committee to consist of one or more of the directors of the
Corporation. The Board of Directors 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. Except to the extent restricted by
statute or the Certificate of Incorporation, each such committee, to the extent
provided in the resolution creating it, shall have and may exercise all the
powers and authority of the Board of Directors and may authorize the seal of the
Corporation to be affixed to all papers which require it. Each such committee
shall serve at the pleasure of the Board of Directors and have such name as may
be determined from time to time by resolution adopted by the Board of Directors.
Each
 
 
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committee shall keep regular minutes of its meetings and report the same to the
Board of Directors when required.
 
         SECTION 14. COMMITTEE RULES. Each committee of the Board of Directors
may fix its own rules of procedure and shall hold its meetings as provided by
such rules, except as may otherwise be provided by a resolution of the Board of
Directors designating such committee. Unless otherwise provided in such a
resolution, the presence of at least a majority of the members of the committee
shall be necessary to constitute a quorum. In the event that a member and that
member's alternate, if alternates are designated by the Board of Directors as
provided in Section 13 of this Article III, of such committee is or are absent
or disqualified, the member or members thereof 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 place of any such absent or disqualified member.
 
         SECTION 15. ACTION BY WRITTEN CONSENT. Unless restricted by the
Certificate of Incorporation, any action required or permitted to be taken by
the Board of Directors or any committee thereof may be taken without a meeting
if all members of the Board of Directors or such committee, as the case may be,
consent thereto in writing or by electronic transmission, and the writing or
writings are filed with the minutes of the proceedings of the Board of Directors
or such committee, as the case may be. Such filing shall be in paper form if the
minutes are maintained in paper form and shall be in electronic form if the
minutes are maintained in electronic form.
 
         SECTION 16. TELEPHONIC AND OTHER MEETINGS. Unless restricted by the
Certificate of Incorporation, any one or more members of the Board of Directors
or any committee thereof may participate in a meeting of the Board of Directors
or such committee by means of a conference telephone or other communications
equipment by means of which all persons participating in the meeting can hear
each other. Participation by such means shall constitute presence in person at a
meeting.
 
 
                                   ARTICLE IV
 
                                    OFFICERS
 
         SECTION 1. NUMBER AND QUALIFICATIONS. The officers of the Corporation
shall be elected by the Board of Directors and shall include the Chief Executive
Officer, the Chief Operating Officer, the Chief Financial Officer, and the
Secretary. The Corporation may also have, at the discretion of the Board of
Directors, such other officers as are desired, including a Chairman of the
Board, one or more Vice Presidents, a Treasurer, one or more Assistant
Treasurers, one or more Assistant Secretaries, and such other officers as may be
necessary or desirable for the business of the Corporation. In the event there
are two or more Vice Presidents, then one or more may be designated as Executive
Vice President, Senior Vice President, or other similar or dissimilar title. At
the time of the election of officers, the directors may by resolution determine
the order of their rank. Any number of offices may be held by the same person,
and no officer except the Chairman of the Board, if any, need be a director. In
its discretion, the Board
 
 
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of Directors may choose not to fill any office for any period as it may deem
advisable, except that the offices of Chief Executive Officer and Secretary
shall be filled as expeditiously as possible.
 
         SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the Corporation
shall be elected annually by the Board of Directors at its first meeting held
after each annual meeting of stockholders or as soon thereafter as conveniently
may be. The Chairman of the Board, if any, shall be elected annually by the
Board of Directors at the first meeting of the Board of Directors held after
each annual meeting of stockholders or as soon thereafter as is convenient.
Vacancies may be filled or new offices created and filled at any meeting of the
Board of Directors. Each officer shall hold office until his successor shall
have been duly elected and shall have qualified, or until his death, or until he
shall have resigned or have been removed, as hereinafter provided in these
By-laws.
 
         SECTION 3. RESIGNATIONS. Any officer of the Corporation may resign at
any time by giving written notice of his resignation to the Corporation. Any
such resignation shall take effect at the time specified therein or, if the time
when it shall become effective shall not be specified therein, immediately upon
receipt. Unless otherwise specified therein, the acceptance of any such
resignation shall not be necessary to make it effective.
 
         SECTION 4. REMOVAL. Any officer of the Corporation may be removed,
either with or without cause, at any time, by the Board of Directors at any
meeting thereof.
 
         SECTION 5. VACANCIES. Any vacancy occurring in any office because of
death, resignation, removal, disqualification or otherwise, may be filled by the
Board of Directors for the unexpired portion of the term by the Board of
Directors then in office.
 
         SECTION 6. COMPENSATION. The compensation of the officers of the
Corporation for their services as such officers shall be fixed from time to time
by the Board of Directors. An officer of the Corporation shall not be prevented
from receiving compensation by reason of the fact that he is also a director of
the Corporation.
 
         SECTION 7. CHAIRMAN OF THE BOARD. The Chairman of the Board, if such an
officer be elected, shall, if present, preside at all meetings of the Board of
Directors and exercise and perform such other powers and duties as may be from
time to time assigned to him by the Board of Directors or prescribed by these
By-laws. If there is no Chief Executive Officer, the Chairman of the Board shall
in addition be the Chief Executive Officer of the Corporation and shall have the
powers and duties prescribed in Section 8 of this Article IV.
 
         SECTION 8. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall
be the chief executive officer of the Corporation and shall have the powers and
perform the duties incident to that position. He shall, in the absence of the
Chairman of the Board, or if a Chairman of the Board shall not have been
elected, preside at each meeting of the Board of Directors or the stockholders.
Subject to the powers of the Board of Directors, he shall be in the general and
active charge of the entire business and affairs of the Corporation, including
authority over its officers, agents and employees, and shall have such other
duties as may from time to time be assigned to him by the Board of Directors.
The Chief Executive Officer shall see that all orders
 
 
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and resolutions of the Board of Directors are carried into effect, and execute
bonds, mortgages and other contracts requiring a seal under the seal of the
Corporation, except where required or permitted by law to be otherwise signed
and executed and except where the signing and execution thereof shall be
expressly delegated by the Board of Directors to some other officer or agent of
the Corporation.
 
         SECTION 9. CHIEF OPERATING OFFICER. The Chief Operating Officer shall
be the chief operating officer of the Corporation. He shall perform all duties
incident to the office of Chief Operating Officer, and be responsible for the
general direction of the operations of the business, reporting to the Chief
Executive Officer, and shall have such other duties as may from time to time be
assigned to him by the Board of Directors or as may be provided in these
By-laws. At the written request of the Chief Executive Officer, or in his
absence or in the event of his inability to act, the Chief Operating Officer
shall perform the duties of the Chief Executive Officer, and, when so acting,
shall have the powers of and be subject to the restrictions placed upon the
Chief Executive Officer in respect of the performance of such duties.
 
         SECTION 10. VICE PRESIDENT. Each Vice President shall perform all such
duties as from time to time may be assigned to him by the Board of Directors. At
the written request of the Chief Operating Officer, or in the absence or
disability of the Chief Operating Officer, the Vice Presidents, in order of
their rank as fixed by the Board of Directors, or if not ranked, the Vice
President designated by the Board of Directors, shall perform the duties of the
Chief Operating Officer, and when so acting shall have all the powers of and be
subject to all the restrictions placed upon the Chief Operating Officer in
respect of the performance of such duties.
 
         SECTION 11. CHIEF FINANCIAL OFFICER. The Chief Financial Officer shall:
 
          (a) have charge and custody of, and be responsible for, all the funds
          and securities of the Corporation;
 
          (b) keep full and accurate accounts of receipts and disbursements in
          books belonging to the Corporation;
 
          (c) deposit all moneys and other valuables to the credit of the
          Corporation in such depositories as may be designated by the Board of
          Directors or pursuant to its direction;
 
          (d) receive, and give receipts for, moneys due and payable to the
          Corporation from any source whatsoever;
 
          (e) disburse the funds of the Corporation and supervise the
          investments of its funds, taking proper vouchers therefore;
 
          (f) render to the Board of Directors, whenever the Board of Directors
          may require, an account of the financial condition of the Corporation;
          and
 
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          (g) in general, perform all duties incident to the office of Chief
          Financial Officer and such other duties as from time to time may be
          assigned to him by the Board of Directors.
 
The Chief Financial Officer may also be the Treasurer if so determined by the
Board of Directors.
 
        SECTION 12. SECRETARY. The Secretary shall:
 
          (a) keep or cause to be kept in one or more books provided for the
          purpose, the minutes of all meetings of the Board of Directors, the
          committees of the Board of Directors and the stockholders;
 
          (b) see that all notices are duly given in accordance with the
          provisions of these By-laws and as required by law;
 
          (c) be custodian of the records and the seal of the Corporation and
          affix and attest the seal to all certificates for shares of the
          Corporation (unless the seal of the Corporation on such certificates
          shall be a facsimile, as hereinafter provided) and affix and attest
          the seal to all other documents to be executed on behalf of the
          Corporation under its seal;
 
          (d) see that the books, reports, statements, certificates and other
          documents and records required by law to be kept and filed are
          properly kept and filed; and
 
          (e) in general, perform all duties incident to the office of Secretary
          and such other duties as from time to time may be assigned to him by
          the Board of Directors.
 
         SECTION 13. THE ASSISTANT TREASURER. The Assistant Treasurer, or if
there shall be more than one, the Assistant Treasurers in the order determined
by the Board of Directors (or, if there be no such determination, then in the
order of their election), shall, in the absence of the Treasurer or in the event
of his inability to act or his failure to act (in violation of a duty to act or
in contravention of direction to act by the Board of Directors), perform the
duties and exercise the powers of the Treasurer and shall perform such other
duties as from time to time may be assigned by the Board of Directors.
 
         SECTION 14. THE ASSISTANT SECRETARY. The Assistant Secretary, or if
there be more than one, the Assistant Secretaries in the order determined by the
Board of Directors (or if there be no such determination, then in the order of
their election), shall, in the absence of the Secretary or in the event of his
inability to act or his failure to act (in violation of a duty to act or in
contravention of direction to act by the Board of Directors), perform the duties
and exercise the powers of the Secretary and shall perform such other duties as
from time to time may be assigned by the Board of Directors.
 
 
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         SECTION 15. OTHER OFFICERS, ASSISTANT OFFICERS AND AGENTS. Officers,
assistant officers and agents, if any, other than those whose duties are
provided for in these By-laws, shall have such authority and perform such duties
as may from time to time be prescribed by resolution of the Board of Directors.
 
         SECTION 16. OFFICERS' BONDS OR OTHER SECURITY. If required by the Board
of Directors, any officer of the Corporation shall give a bond or other security
for the faithful performance of his duties, in such amount and with such surety
as the Board of Directors may require.
 
         SECTION 17. ABSENCE OR DISABILITY OF OFFICERS. In the case of the
absence or disability of any officer of the Corporation and of any person hereby
authorized to act in such officer's place during such officer's absence or
disability, the Board of Directors may by resolution delegate the powers and
duties of such officer to any other officer or to any director, or to any other
person whom it may select.
 
 
                                    ARTICLE V
 
                      STOCK CERTIFICATES AND THEIR TRANSFER
 
         SECTION 1. STOCK CERTIFICATES. The Board of Directors may issue stock
certificates, or may provide by resolution or resolutions that some or all of
any or all classes or series of stock of the Corporation shall be uncertificated
shares of stock. Notwithstanding the adoption of such a resolution by the Board
of Directors, every holder of stock represented by a certificate and, upon
request, every holder of uncertificated shares shall be entitled to have a
certificate, signed by, or in the name of the Corporation by, the Chairman of
the Board, the Chief Executive Officer, the Chief Operating Officer or a Vice
President AND by the Chief Financial Officer or an Assistant Treasurer or the
Secretary or an Assistant Secretary of the Corporation, certifying the number of
shares owned by him or her in the Corporation. A certificate representing shares
issued by the Corporation shall, if the Corporation is authorized to issue more
than one class or series of stock, set forth upon the face or back of the
certificate, or shall state that the Corporation will furnish to any stockholder
upon request and without charge, a full statement of the 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. The Corporation shall furnish to
any holder of uncertificated shares, upon request and without charge, a full
statement of the 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.
Any request by a holder for a certificate shall be in writing and directed to
the Secretary of the Corporation.
 
         SECTION 2. FACSIMILE SIGNATURES. Any or all of the signatures on a
certificate may be a facsimile, engraved or printed. In case any officer,
transfer agent or registrar who has signed or whose facsimile signature has been
placed upon a certificate shall have ceased to be such officer, transfer agent
or registrar before such certificate is issued, it may be issued by the
Corporation with the same effect as if he or she were such officer, transfer
agent or registrar at the date of issue.
 
 
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         SECTION 3. LOST CERTIFICATES. The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been lost,
stolen, or destroyed. When authorizing such issue of a new certificate or
certificates, the Board of Directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen, or
destroyed certificate or certificates, or his legal representative, to give the
Corporation a bond in such sum as it may direct sufficient to indemnify it
against any claim that may be made against the Corporation on account of the
alleged loss, theft or destruction of any such certificate or the issuance of
such new certificate
 
         SECTION 4. TRANSFERS OF STOCK. Upon surrender to the Corporation or the
transfer agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the Corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its records; PROVIDED, HOWEVER, that the Corporation shall be
entitled to recognize and enforce any lawful restriction on transfer. Whenever
any transfer of stock shall be made for collateral security, and not absolutely,
it shall be so expressed in the entry of transfer if, when the certificates are
presented to the Corporation for transfer, both the transferor and the
transferee request the Corporation to do so.
 
         SECTION 5. TRANSFER AGENTS AND REGISTRARS. The Board of Directors may
appoint, or authorize any officer or officers to appoint, one or more transfer
agents and one or more registrars.
 
         SECTION 6. REGULATIONS. The Board of Directors may make such additional
rules and regulations, not inconsistent with these By-laws, as it may deem
expedient concerning the issue, transfer and registration of certificates for
shares of stock of the Corporation.
 
         SECTION 7. REGISTERED STOCKHOLDERS. The Corporation shall be entitled
to recognize the exclusive right of a person registered on its records as the
owner of shares of stock to receive dividends and to vote as such owner, shall
be entitled to hold liable for calls and assessments a person registered on its
records as the owner of shares of stock, and shall not be bound to recognize any
equitable or other claim to or interest in such share or shares of stock on the
part of any other person, whether or not it shall have express or other notice
thereof, except as otherwise provided by the laws of Delaware.
 
                                   ARTICLE VI
 
                               GENERAL PROVISIONS
 
         SECTION 1. DIVIDENDS. Subject to the provisions of statutes and the
Certificate of Incorporation, dividends upon the shares of capital stock of the
Corporation may be declared by the Board of Directors at any regular or special
meeting. Dividends may be paid in cash, in property or in shares of stock of the
Corporation, unless otherwise provided by statute or the Certificate of
Incorporation.
 
 
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         SECTION 2. RESERVES. Before payment of any dividend, there may be set
aside out of any funds of the Corporation available for dividends such sum or
sums as the Board of Directors may, from time to time, in its absolute
discretion, think proper as a reserve or reserves to meet contingencies, or for
equalizing dividends, or for repairing or maintaining any property of the
Corporation or for such other purpose as the Board of Directors may think
conducive to the interests of the Corporation. The Board of Directors may modify
or abolish any such reserves in the manner in which it was created.
 
         SECTION 3. SEAL. The seal of the Corporation shall be in such form as
shall be approved by the Board of Directors, which form may be changed by
resolution of the Board of Directors.
 
         SECTION 4. FISCAL YEAR. The fiscal year of the Corporation shall end on
December 31 of each fiscal year and may thereafter be changed by resolution of
the Board of Directors.
 
         SECTION 5. CHECKS, NOTES, DRAFTS, ETC. All checks, notes, drafts or
other orders for the payment of money of the Corporation shall be signed,
endorsed or accepted in the name of the Corporation by such officer, officers,
person or persons as from time to time may be designated by the Board of
Directors or by an officer or officers authorized by the Board of Directors to
make such designation.
 
         SECTION 6. EXECUTION OF CONTRACTS, DEEDS, ETC. The Board of Directors
may authorize any officer or officers, agent or agents, in the name and on
behalf of the Corporation to enter into or execute and deliver any and all
deeds, bonds, mortgages, contracts and other obligations or instruments, and
such authority may be general or confined to specific instances.
 
         SECTION 7. LOANS. Except as prohibited by the Sarbanes-Oxley Act of
2002, the Corporation may lend money to, or guarantee any obligation of, or
otherwise assist any officer or other employee of the Corporation or of its
subsidiary, including any officer or employee who is a director of the
Corporation or its subsidiary, whenever, in the judgment of the directors, such
loan, guaranty or assistance may reasonably be expected to benefit the
Corporation. The loan, guaranty or other assistance may be with or without
interest, and may be unsecured, or secured in such manner as the board of
Directors shall approve, including, without limitation, a pledge of shares of
stock of the Corporation. Nothing in this section contained shall be deemed to
deny, limit or restrict the powers of guaranty or warranty of the Corporation at
common law or under any statute.
 
         SECTION 8. VOTING OF STOCK IN OTHER CORPORATIONS. Unless otherwise
provided by resolution of the Board of Directors, any officer of the
Corporation, from time to time, may (or may appoint one or more attorneys or
agents to) cast the votes which the Corporation may be entitled to cast as a
shareholder or otherwise in any other corporation, any of whose shares or
securities may be held by the Corporation, at meetings of the holders of the
shares or other securities of such other corporation. In the event one or more
attorneys or agents are appointed, any officer of the Corporation may instruct
the person or persons so appointed as to the manner of casting such votes or
giving such consent. Any officer of the Corporation may, or may instruct the
attorneys or agents appointed to, execute or cause to be executed in the name
and on
 
 
                                       17
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behalf of the Corporation and under its seal or otherwise, such written proxies,
consents, waivers or other instruments as may be necessary or proper in the
circumstances.
 
         SECTION 9. INSPECTION OF BOOKS AND RECORDS. Any stockholder of record,
in person or by attorney or other agent, shall, upon written demand under oath
stating the purpose thereof, have the right during the usual hours for business
to inspect for any proper purpose the Corporation's stock ledger, a list of its
stockholders, and its other books and records, and to make copies or extracts
therefrom. A proper purpose shall mean any purpose reasonably related to such
person's interest as a stockholder. In every instance where an attorney or other
agent shall be the person who seeks the right of inspection, the demand under
oath shall be accompanied by a power of attorney or such other writing which
authorizes the attorney or other agent to so act on behalf of the stockholder.
The demand under oath shall be directed to the Corporation at its registered
office in the State of Delaware or at its principal place of business.
 
         SECTION 10. SECTION HEADINGS. Section headings in these By-laws are for
convenience of reference only and shall not be given any substantive effect in
limiting or otherwise construing an provision herein.
 
         SECTION 11. INCONSISTENT PROVISIONS. In the event that any provision of
these By-laws is or becomes inconsistent with any provision of the Certificate
of Incorporation, the General Corporation Law of the State of Delaware or any
other applicable law, the provision of these By-laws shall not be given any
effect to the extent of such inconsistency but shall otherwise be given full
force and effect.
 
                                   ARTICLE VII
 
                                   AMENDMENTS
 
         These By-laws may be amended, altered, changed or repealed or new
By-laws adopted only in accordance with Article V of the Certificate of
Incorporation.