BYLAWS
 
                                       OF
 
                              GLACIER BANCORP, INC.
 
                               ARTICLE I. OFFICES
 
         1.1 Registered Office and Registered Agent. The registered office of
Glacier Bancorp, Inc. (the "Corporation") shall be located in the State of
Montana at such place as may be fixed from time to time by the Board of
Directors upon filing of such notices as may be required by law, and the
registered agent shall have a business office identical with such registered
office.
 
         1.2 Other Offices. The Corporation may have other offices within or
without the State of Montana at such place or places as the Board of Directors
may from time to time determine.
 
                       ARTICLE II. STOCKHOLDERS' MEETINGS
 
         2.1 Meeting Place. All meetings of the shareholders shall be held at
the principal place of business of the Corporation, or at such other place
within or without the State of Montana as shall be determined from time to time
by the Board of Directors, and the place at which any such meeting shall be held
shall be stated in the notice of the meeting.
 
         2.2 Annual Meeting Time. The annual meeting of the shareholders for the
election of directors and for the transaction of such other business as may
properly come before the meeting shall be held each year on the last Wednesday
of April at the hour of 9:00 a.m., if not a legal holiday, and if a legal
holiday, then on the day following, at the same hour, or at such other date and
time as may be determined by the Board of Directors and stated in the notice of
such meeting.
 
         2.3 Organization. Each meeting of the shareholders shall be presided
over by the Chairman of the Board, the President, or in the absence of both the
Chairman and the President, a chairman of the meeting as designated by the Board
of Directors. The Secretary, or in his absence a temporary Secretary, shall act
as secretary of each meeting of the shareholders. In the absence of the
Secretary and any temporary Secretary, the chairman of the meeting may appoint
any person present to act as secretary of the meeting. The chairman of any
meeting of the shareholders, unless prescribed by law or regulation or unless
the Board of Directors has otherwise determined, shall determine the order of
the business and the procedure at the meeting, including such regulation of the
manner of voting and the conduct of discussions as seem to him in order.
 
         2.4 Special Meetings. Special meetings of the shareholders, for any
purpose or purposes, may be called at any time by the Chairman of the Board, the
President or a majority of the Board of Directors and shall be called by the
Chairman of the Board, the President or the Secretary upon the written request
of the holders of not less than 10% of the issued and outstanding capital stock
of the Corporation entitled to vote on the matter for which the meeting is
called, voting together as a single class.
 
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         2.5      Notice.
 
         (a) Notice of the time and place of the annual meeting of shareholders
shall be given by delivering personally or by mailing a written or printed
notice of the same, at least ten days and not more than sixty days prior to the
meeting, to each shareholder of record entitled to vote at such meeting. When
any shareholders' meeting, either annual or special, is adjourned for 120 days
or more, or if a new record date is fixed for an adjourned meeting of
shareholders, notice of the adjourned meeting shall be given as in the case of
an original meeting. It shall not be necessary to give any notice of the time
and place of any meeting adjourned for less than 120 days or of the business to
be transacted thereat (unless a new record date is fixed therefor), other than
an announcement at the meeting at which such adjournment is taken.
 
         (b) At least ten days and not more than sixty days prior to the
meeting, a written or printed notice of each special meeting of shareholders,
stating the place, day and hour of such meeting, and, in the case of a special
meeting, the purpose or purposes for which the meeting is called, shall be
either delivered personally or mailed to each shareholder of record entitled to
vote at such meeting.
 
         2.6 Shareholders' List for Meeting. No later than two (2) business days
after notice is given of any meeting of shareholders, a complete record of the
shareholders entitled to vote at such meeting, or any adjournment thereof, shall
be made available to shareholders, arranged in alphabetical order, with the
address of and number of shares held by each. The record shall be kept open at
the time and place of such meeting for the inspection of any shareholder.
 
         2.7 Quorum: Actions of Shareholder. Except as otherwise required by
law:
 
         (a) A quorum at any annual or special meeting of shareholders shall
consist of shareholders representing, either in person or by proxy, a majority
of the outstanding capital stock of the Corporation entitled to vote at such
meeting.
 
         (b) The votes of a majority in interest of those present at any
properly called meeting or adjourned meeting of shareholders at which a quorum,
as defined above, is present, shall be sufficient to transact business.
 
         2.8      Voting of Shares.
 
         (a) Except as otherwise provided in these Bylaws or to the extent that
voting rights of the shares of any class or classes are limited or denied by the
Articles of Incorporation, each shareholder, on each matter submitted to a vote
at a meeting of shareholders, shall have one vote for each share of stock
registered in his name on the books of the Corporation.
 
         (b) Directors are to be elected by a plurality of votes cast by the
shares entitled to vote in the election at a meeting at which a quorum is
present. Shareholders shall not be permitted to cumulate their votes for the
election of directors. If, at any meeting of the shareholders, due to a vacancy
or vacancies or otherwise, directors of more than one class of the Board of
Directors are to be elected, each class of directors to be elected at the
meeting shall be elected in a separate election by a plurality vote.
 
         2.9 Fixing of the Record Date. The Board of Directors may fix in
advance a record date for determining shareholders entitled to notice of or to
vote at any meeting of shareholders, or any
 
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adjournment thereof, or entitled to receive payment of any dividend. Such date
shall be not more than seventy days and, in case of a meeting of shareholders,
not less than ten days prior to the date on which the particular action
requiring such determination of shareholders is to be taken.
 
         2.10 Proxies. A shareholder may vote either in person or by proxy
executed in writing by the shareholder, or his duly authorized attorney-in-fact.
Without limiting the manner in which a shareholder may authorize another person
or persons to act for him as proxy, a shareholder may grant such authority in
the manner specified in Section 35-1-525 (or any successor thereto) of the
Montana Business Corporation Act ("MBCA"). No proxy shall be valid after eleven
months from the date of its execution, unless otherwise provided in the proxy.
 
         2.11 Waiver of Notice. A waiver of any notice required to be given any
shareholder, signed by the person or persons entitled to such notice, whether
before or after the time stated therein for the meeting, shall be equivalent to
the giving of such notice.
 
         2.12 Voting of Shares in the Name of Two or More Persons. When
ownership stands in the name of two or more persons, in the absence of written
directions to the Corporation to the contrary, at any meeting of the
shareholders of the Corporation any one or more of such shareholders may cast,
in person or by proxy, all votes to which such ownership is entitled. In the
event an attempt is made to cast conflicting votes, in person or by proxy, by
the several persons in whose names shares of stock stand, the vote or votes to
which those persons are entitled shall be cast as directed by a majority of
those holding such stock and present in person or by proxy at such meeting, but
no votes shall be cast for such stock if a majority cannot agree.
 
         2.13 Voting of Shares by Certain Holders. Shares standing in the name
of another corporation may be voted by an officer, agent or proxy as the bylaws
of such corporation may prescribe, or, in the absence of such provision, as the
Board of Directors of such corporation may determine. Shares held by an
administrator, executor, guardian o conservator may be voted by him, either in
person or by proxy, without a transfer of such shares into his name. Shares
standing in the name of a trustee may be voted by him, either in person or by
proxy, but no trustee shall be entitled to vote shares held by him without a
transfer of such shares into his name. Shares standing in the name of a receiver
may be voted by such receiver, and shares held by or under the control of a
receiver may be voted by such receiver without the transfer thereof into his
name if authority to do so is contained in an appropriate order of the court or
other public authority by which such receiver was appointed. A shareholder whose
shares are pledged shall be entitled to vote such shares until the shares have
been transferred into the name of the pledgee, and thereafter the pledgee shall
be entitled to vote the shares so transferred.
 
         2.14 Proposals. At an annual meeting of the shareholders, only such
business shall be conducted as shall have been properly brought before the
meeting. To be properly brought before an annual meeting, business must be (a)
specified in the notice of meeting (or any supplement thereto) given by or at
the director of the Board of Directors, (b) otherwise properly brought before
the meeting by or at the direction of the Board of Directors, or (c) otherwise
properly brought before the meeting by a shareholder. For business to be
properly brought before an annual meeting by a shareholder, the shareholder must
have given timely notice thereof in writing to the Secretary of the Corporation
and such other business must otherwise be a proper matter for shareholder
action. To be timely a shareholder's notice must be delivered to or mailed and
received at the principal executive offices of the Corporation not later than
120 days prior to the anniversary date of the mailing of proxy materials by the
Corporation in connection with the immediately preceding annual meeting. In no
event will the public announcement of an adjournment of a shareholders meeting
 
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commence a new time period for the giving of a shareholder's notice as described
above. A shareholder's notice to the Secretary shall set forth as to each matter
the shareholder proposes to bring before the annual meeting (a) a brief
description of the business desires to be brought before the annual meeting; (b)
the name and address, as they appear on the Corporation's books, of the
shareholder proposing such business; (c) the class and number of shares of the
Corporation which are beneficially owned by the shareholder; (d) any material
interest of the shareholder in such business; and (e) any other information that
is required to be provided by the shareholder pursuant to Regulation 14A under
the Securities Exchange Act of 1934, as amended (the "1934 Act") (or any
successor thereto) in such shareholder's capacity as a proponent of a
shareholder proposal. The chairman of an annual meeting shall, if the facts
warrant, determine and declare to the meeting that business was not properly
brought before the meeting in accordance with the provisions of this Article II,
Section 2.14, and if he should so determine, he shall so declare to the meeting
and any such business not properly brought before the meeting shall not be
transacted. This provision is not a limitation on any other applicable laws and
regulations.
 
         2.15 Inspectors. For each meeting of shareholders, the Board of
Directors shall appoint one or more inspectors of election. If for any meeting
the inspector(s) appointed by the Board of Directors shall be unable to act or
the Board of Directors shall fail to appoint any inspector, one or more
inspectors shall be appointed at the meeting by the chairman thereof. Each
inspector, before entering upon the discharge of his duties, shall take and sign
an oath faithfully to execute the duties of inspector with strict impartiality
and according to the best of his ability. An inspector or inspectors shall (i)
ascertain the number of shares outstanding and the voting power of each, (ii)
determine the shares represented at a meeting and the validity of proxies and
ballots, (iii) count all votes and ballots, (iv) determine and retain for a
reasonable period a record of the disposition of any challenges made to any
determination by the inspectors and (v) certify their determination of the
number of shares represented at the meeting and their count of all votes and
ballots. An inspector or inspectors shall not accept a ballot, proxy or vote,
nor any revocations thereof or changes thereto, after the closing of the polls
(unless a court of competent jurisdiction, upon application by a shareholder,
shall determine otherwise) and may appoint or retain other persons or entities
to assist them in the performance of their duties. Inspectors need not be
shareholders and may not be nominees for election as directors.
 
         2.16 Informal Action by Shareholders. Any action required to be taken
at a meeting of the shareholders, or any other action which may be taken at a
meeting of the shareholders, may be taken without a meeting if consent in
writing, setting forth the action so taken, shall be given by all of the
shareholders entitled to vote with respect to the subject matter thereof.
 
                           ARTICLE III. CAPITAL STOCK
 
         3.1 Certificates. Shares may but need not be represented by
Certificates. Certificates, if utilized, shall be signed by the Chairman of the
Board or the President, and the Secretary or the Treasurer, or any other two
officers as may be designated by the Board of Directors, and may be sealed with
the seal of the Corporation or a facsimile thereof. The signatures of such
officers may be facsimiles. If an officer who has signed or whose facsimile
signature has been placed upon such certificate ceases to be an officer before
the certificate is issued, it may be issued by the Corporation with the same
effect as if the person were an officer on the date of issue. Each newly-issued
certificate of stock shall state:
 
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         (a) the name of the Corporation and that it is organized under the laws
of the State of Montana;
 
         (b) the name of the person to whom issued; and
 
         (c) the number and class of shares and the designation of the series,
if any, which such certificate represents.
 
         3.2 Transfers.
 
         (a) Transfers of stock shall be made only upon the stock transfer books
of the Corporation, kept at the registered office of the Corporation or at its
principal place of business, or at the office of its transfer agent or
registrar, and before a new certificate is issued the old certificate shall be
surrendered for cancellation. The Board of Directors may, by resolution, open a
share register in any state of the United States, and may employ an agent or
agents to keep such register, and to record transfers of shares therein.
 
         (b) Shares of stock shall be transferred by delivery of the
certificates therefor, accompanied either by an assignment in writing on the
back of the certificate or an assignment separate from the certificate, or by a
written power of attorney to sell, assign and transfer the same, signed by the
holder of said certificate. No shares of stock shall be transferred on the books
of the Corporation until the outstanding certificates therefor have been
surrendered to the Corporation.
 
         3.3 Registered Owner. Registered shareholders shall be treated by the
Corporation as the holders in fact of the stock standing in their respective
names and the Corporation shall not be bound to recognize any equitable or other
claim to or interest in any share on the part of any other person, whether or
not it shall have express or other notice thereof, except as expressly provided
by the laws of the State of Montana.
 
         3.4 Mutilated, Lost or Destroyed Certificates. In case of any
mutilation, loss or destruction of any certificate of stock, another may be
issued in its place upon receipt of proof of such mutilation, loss or
destruction. The Board of Directors may impose conditions on such issuance and
may require the giving of a satisfactory bond or indemnity to the Corporation in
such sum as it may determine or establish such other procedures as it may deem
necessary.
 
         3.5 Fractional Shares or Scrip. The Corporation may (a) issue fractions
of a share which shall entitle the holder to exercise voting rights, to receive
dividends thereon, and to participate in any of the assets of the Corporation in
the event of liquidation; (b) arrange for the disposition of fractional
interests by those entitled thereto; (c) pay in cash the fair value of fractions
of a share as of the time when those entitled to receive such shares are
determined; or (d) issue scrip in registered or bearer form which shall entitle
the holder to receive a certificate for a full share upon the surrender of such
scrip aggregating a full share.
 
         3.6 Shares of Another Corporation. Shares owned by the Corporation in
another corporation, domestic or foreign, may be voted by such officer, agent or
proxy as the Board of Directors may determine or, in the absence of such
determination, by the President of the Corporation.
 
                         ARTICLE IV. BOARD OF DIRECTORS
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         4.1 Powers. The business and affairs of the Corporation shall be
managed by or under the direction of a Board of Directors, which may exercise
all such authority and powers of the Corporation and do all such lawful acts and
things as are not by law, the Articles of Incorporation, or these Bylaws
directed or required to be exercised or done by the shareholders.
 
         4.2 Classification and Term. The Board of Directors shall be classified
in the manner provided in the Corporation's Articles of Incorporation.
 
         4.3 Number of Directors. The number of directors shall be determined in
the manner provided in the Corporation's Articles of Incorporation.
 
         4.4 Vacancies. All vacancies in the Board of Directors shall be filled
in the manner provided in the Corporation's Articles of Incorporation.
 
         4.5 Removal of Directors. Directors may be removed in the manner
provided in the Corporation's Articles of Incorporation.
 
         4.6 Regular Meetings. Regular meetings of the Board of Directors or any
committee thereof may be held without notice at the principal place of business
of the Corporation or at such other place or places, either within or without
the State of Montana, as the Board of Directors or such committee, as the case
may be, may from time to time designate. The annual meeting of the Board of
Directors may be held without notice immediately after the adjournment of the
annual meeting of shareholders.
 
         4.7 Special Meetings.
 
         (a) Special meetings of the Board of Directors may be called at any
time by the Chairman of the Board, the President or by a majority of the
authorized number of directors, to be held at the principal place of business of
the Corporation or at such other place or places as the Board of Directors or
the person or persons calling such meeting may from time to time designate.
Notice of all special meetings of the Board of Directors shall be given to each
director by two days' service of the same by telephone, facsimile, e-mail, mail
or in person. Such notice need not specify the business to be transacted at, or
the purpose of, the meeting.
 
         (b) Special meetings of any committee of the Board of Directors may be
called at any time by such person or persons and with such notice as shall be
specified for such committee by the Board of Directors, or in the absence of
such specification, in the manner and with the notice required for special
meetings of the Board of Directors.
 
         4.8 Waiver of Notice. Attendance of a director at a meeting shall
constitute a waiver of notice of such meeting, except where a director attends
for the express purpose of objecting to the transaction of any business because
the meeting is not lawfully called or convened. A waiver of notice signed by the
director or directors, whether before or after the time stated for the meeting,
shall be equivalent to the giving of notice.
 
         4.9 Quorum; Actions of the Board of Directors. Except as may be
otherwise specifically provided by law, the Articles of Incorporation or these
Bylaws, at all meetings of the Board of Directors, a majority of the entire
Board of Directors shall constitute a quorum for the transaction of business and
the act 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. If a quorum shall not be
present at any meeting of the
 
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Board of Directors, the directors present thereat may adjourn the meeting from
time to time, without notice other than announcement at the meeting, until a
quorum shall be present.
 
         4.10 Action by Directors Without a Meeting. Any action required or
which may be taken at a meeting of the directors, or of a committee thereof, may
be taken without a meeting if a consent in writing, setting forth the action so
taken or to be taken, shall be signed by all of the directors, or all of the
members of the committee, as the case may be. Such consent shall have the same
effect as a unanimous vote.
 
         4.11 Action by Directors by Communications Equipment. Any action
required or which may be taken at a meeting of directors, or of a committee
thereof, may be taken by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other at the same time.
 
         4.12 Registering Dissent. A director who is present at a meeting of the
Board of Directors at which action on a corporate matter is taken shall be
presumed to have assented to such action unless his dissent shall be entered in
the minutes of the meeting, or unless he shall file his written dissent to such
action with the person acting as the secretary of the meeting, before the
adjournment thereof, or shall forward such dissent by registered mail to the
Secretary of the Corporation immediately after the adjournment of the meeting.
Such right to dissent shall not apply to a director who voted in favor of such
action.
 
         4.13 Executive and Other Committees. Standing or special committees may
be appointed from its own number by the Board of Directors from time to time and
the Board of Director may from time to time invest such committees with such
powers as it may see fit, subject to such conditions as may be prescribed by the
Board. An Executive Committee may be appointed by resolution passed by a
majority of the full Board of Directors. It shall have and exercise all of the
authority of the Board of Directors, except with respect to those matters
identified in Section 35-1-439(4) (or any successor thereto) of the MBCA. The
designation of any such committee, and the delegation of authority thereto,
shall not relieve the Board of Directors, or any member thereof, of any
responsibility imposed by law.
 
         4.14 Remuneration. The directors may be paid their expenses, if any, of
attendance at each meeting of the Board of Directors and may be paid a fixed sum
for attendance at each meeting of the Board of Directors and/or a stated salary
as director. Members of special or standing committees may be allowed like
compensation for attending committee meetings. No such payments shall preclude
any director from serving the Corporation in any other capacity and receiving
compensation therefor. The Board of Directors or a committee thereof may fix the
compensation for directors.
 
         4.15 Nominations of Directors. Subject to the rights of holders of any
class or series of stock having a preference over the common stock as to
dividends or upon liquidation, nominations for the elected of directors may be
made by the Board of Directors or committee appointed by the Board of Directors
or by any shareholder entitled to vote generally in an election of director.
However, any shareholder entitled to vote generally in an election of directors
may nominate one or more persons for election as directors at a meeting only if
written notice of such shareholder's intent to make such nomination or
nominations has been given, either by personal delivery or by United States
mail, postage prepaid to the Secretary of the Corporation not later than 120
days prior to the anniversary date of the mailing of proxy materials by the
Corporation in connection with the immediately preceding annual meeting. In no
event will the public announcement of an
 
<PAGE>
 
adjournment of a shareholders meeting commence a new time period for the giving
of a shareholder's notice as described above. Each such notice shall set forth:
(a) the name and address of the shareholder who intends to make the nomination
and of the person or persons to be nominated; (b) a representation that the
shareholder is a holder of record of stock of the Corporation entitled to vote
at such meeting and intends to appear in person or by proxy at the meeting to
nominate the person or persons specified in the notice; (c) a description of all
arrangements or understandings between the shareholder and each nominee and any
arrangements or understandings between the shareholder and each nominee and any
other person or persons (naming such person or persons) pursuant to which the
nomination or nominations are to be made by the shareholder; (d) such other
information regarding each nominee proposed by such shareholder as would be
required to be included in a proxy statement for elections of directors, or is
otherwise required, in each case pursuant to Regulation 14A (or any successor
thereto) under the 1934 Act; and (e) the consent of each nominee to serve as a
director of the Corporation if so elected. No person will be eligible for
election as a director of the Corporation unless nominated in accordance with
the procedures set forth in this Article IV, Section 4.15. Upon the receipt of a
shareholder nomination made in accordance with the procedures prescribed by
these Bylaws, such nomination shall be evaluated by the Corporation's
Governance/Nominating Committee (or any successor thereto) in accordance with
its evaluation procedures, in order to determine whether such nominee should be
included in the slate of persons recommended by the Board of Directors to the
Corporation's shareholders for election at the next annual meeting. The chairman
of the meeting may refuse to acknowledge the nomination of any person not made
in compliance with the foregoing procedures, and if the chairman so determines,
the defective nomination will be disregarded.
 
                               ARTICLE V. OFFICERS
 
         5.1 Designations. The officers of the Corporation shall be a Chairman
of the Board, a President, a Secretary and a Treasurer, as well as such Vice
Presidents, Assistant Secretaries and Assistant Treasurers as the Board may
designate, who shall be elected for one year by the directors at their first
meeting after the annual meeting of shareholders, and who shall hold office
until their successors are elected and qualified. Any two or more offices may be
held by the same person, except the offices of President and Secretary.
 
         5.2 Powers and Duties. The officers of the Corporation shall have such
authority and perform such duties as the Board of Directors may from time to
time authorize or determine. In the absence of action by the Board of Directors,
the officers shall have such powers and duties as generally pertain to their
respective offices.
 
         5.3 Delegation. In the case of absence or inability to act of any
officer of the Corporation and of any person herein authorized to act in his
place, the Board of Directors may from time to time delegate the powers or
duties of such officer to any other officer or any director or other person whom
it may select.
 
         5.4 Vacancies. Vacancies in any office arising from any cause may be
filled by the Board of Directors at any regular or special meeting of the Board.
 
         5.5 Other Officers. Directors may appoint such other officers and
agents as it may deem necessary or expedient, who shall hold their offices for
such terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the Board of Directors.
 
<PAGE>
 
         5.6 Term - Removal. The officers of the Corporation shall hold office
until their successors are chosen and qualified. Any officer or agent elected or
appointed by the Board of Directors may be removed at any time, with or without
cause, by the affirmative vote of a majority of the whole Board of Directors,
but such removal shall be without prejudice to the contact rights, if any, of
the person so removed.
 
         5.7 Bonds. The Board of Directors may, by resolution, require any and
all of the officers to give bonds to the Corporation, with sufficient surety or
sureties, conditions for the faithful performance of the duties of their
respective offices, and to comply with such other conditions as may from time to
time by required by the Board of Directors.
 
                 ARTICLE VI. INDEMNIFICATION, ETC. OF DIRECTORS,
 
                             OFFICERS AND EMPLOYEES
 
         6.1 Indemnification The Corporation shall indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that such person is or was a director,
officer or employee of the Corporation or any predecessor of the Corporation, or
is or was serving at the request of the Corporation or any predecessor of the
partnership, joint venture, trust or other enterprise, against expenses
(including attorney's fees), judgments, fines, excise taxes and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding to the fullest extent authorized by Sections
35-1-451 to 35-1-459 (or any successors thereto) of the MBCA, provided that the
Corporation shall not be liable for any amounts which may be due to connection
with a settlement of any action, suit or proceeding effected without its prior
written consent or any action suit or proceeding initiated by any person seeking
indemnification hereunder without its prior written consent.
 
         6.2 Advancement of Expenses. Reasonable expenses (including attorneys'
fees) incurred by a director, officer or employee of the Corporation in
defending any civil, criminal, administrative or investigative action, suit or
proceeding described in Article VI, Section 6.1 shall be paid by the Corporation
in advance of the final disposition of such action, suit or proceeding as
authorized by the Board of Directors, subject to the requirements of Section
35-1-454 (or any successor thereto) of the MBCA.
 
         6.3 Other Rights and Remedies. The indemnification and advancement of
expenses provided by, or granted pursuant to, this Article VI shall not be
deemed exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under the Corporation's Articles of
Incorporation, any agreement, vote of shareholders or disinterested directors or
otherwise, both as to actions in their official capacity and as to actions in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer or employee and shall inure to the
benefit of the heirs, executors and administrators of such person; provided,
however, that any such indemnification right is valid only to the extent that it
is consistent with Sections 35-1-451 through 35-1-459 (or any successors
thereto) of the MBCA.
 
         6.4 Insurance. Upon resolution passed by the Board, the Corporation may
purchase and maintain insurance on behalf of any person who is or was a
director, officer or employee of the Corporation, or is or was serving at the
request of the Corporation as a director, officer or employee of another
corporation, partnership, joint venture, trust or other enterprise, against any
liability
 
<PAGE>
 
asserted against him or incurred by him in any such capacity or arising out of
his status as such, whether or not the Corporation would have the power to
indemnify him against such liability under the provisions of its Articles of
Incorporation or this Article VI.
 
         6.5 Modification. The duties of the Corporation to indemnify and to
advance expenses to a director, officer or employee provided in this Article VI
shall be in the nature of a contract between the Corporation and each such
person, and no amendment or repeal of any provision of this Article VI shall
alter, to the detriment of such person, the right of such person to the advance
of expenses or indemnification related to a claim based on an act or failure to
act which took place prior to such amendment or repeal.
 
                ARTICLE VII. DIVIDENDS; FINANCE; AND FISCAL YEAR
 
         7.1 Dividends. Subject to the applicable provisions of the MBCA,
dividends upon the capital stock of the Corporation may be declared by the Board
of Directors at any regular or special meeting, and may be paid in cash, in
property or in shares of the capital stock of the Corporation. 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 from time to
time, in its absolute discretion, may deem proper as a reserve or reserves to
meet contingencies, or for equalizing dividends, or as a reserve or reserves to
meet contingencies, or for equalizing dividends, or for repairing or maintaining
any property of the Corporation, or for any other proper purpose, and the Board
of Directors may modify or abolish any such reserve.
 
         7.2 Disbursements. All checks or demand for money and notes of the
Corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.
 
         7.3 Depositories. The monies of the Corporation shall be deposited in
the name of the Corporation in such bank or banks or trust company or trust
companies as the Board of Directors shall designate, and shall be drawn out only
by check or other order for payment of money signed by such persons and in such
manner as may be determined by resolution of the Board of Directors.
 
         7.4 Fiscal Year. The fiscal year of the Corporation shall end on the
31st day of December of each year.
 
                              ARTICLE VIII. NOTICES
 
         Except as may otherwise be required by law, any notice to any
shareholder or director may be delivered personally or by mail. If mailed, the
notice shall be deemed to have been delivered when deposited in the United State
mail, addressed to the addressee at his last known address in the records of the
Corporation, with postage thereon prepaid.
 
                                ARTICLE IX. SEAL
 
         The corporate seal of the Corporation shall be in such form and bear
such inscription as may be adopted by resolution of the Board of Directors, or
by usage of the officers on behalf of the Corporation.
 
                          ARTICLE X. BOOKS AND RECORDS
 
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         The Corporation shall keep correct and complete books and records of
account and shall keep minutes and proceedings of its shareholders and Board of
Directors (including committees thereof); and it shall keep at its registered
office or principal place of business, or at the office of its transfer agent or
registrar, a record of its shareholders, giving the names and addresses of all
shareholders and the number and class of the shares held by each. Any books,
records and minutes may be in written form or any other form capable of being
converted into written form within a reasonable time.
 
                             ARTICLE XI. AMENDMENTS
 
         11.1 Amendments. These Bylaws may be altered, amended or repealed by
the affirmative vote of a majority of the Board of Directors or by the
affirmative vote of the holders of a majority of the votes cast by shareholders
of the Corporation at an annual or special meeting of the shareholders.
 
         11.2 Emergency Bylaws. The Board of Directors may adopt emergency
Bylaws, subject to repeal or change or by action of the shareholders, which
shall be operative during any emergency in the conduct of the business of the
Corporation resulting from an attack on the United States or any nuclear or
atomic disaster.
 
                          ARTICLE XII. USE OF PRONOUNS
 
         Use of the masculine gender in these Bylaws shall be considered to
represent either masculine or feminine gender whenever appropriate.