AMENDED AND RESTATED BYLAWS OF
 
                                INTERVIDEO, INC.
 
                (amended and restated as of [____________], 2002)
 
 (to be effective upon the closing of the corporation's initial public offering)
 
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                                TABLE OF CONTENTS
 
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ARTICLE I - CORPORATE OFFICES ..................................................   1
 
      1.1    REGISTERED OFFICE .................................................   1
      1.2    OTHER OFFICES .....................................................   1
 
ARTICLE II - MEETINGS OF STOCKHOLDERS ..........................................   1
 
      2.1    PLACE OF MEETINGS .................................................   1
      2.2    ANNUAL MEETING ....................................................   1
      2.3    SPECIAL MEETING ...................................................   1
      2.4    ADVANCE NOTICE PROCEDURES; NOTICE OF STOCKHOLDERS' MEETINGS .......   2
      2.5    MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE ......................   3
      2.6    QUORUM ............................................................   4
      2.7    ADJOURNED MEETING; NOTICE .........................................   4
      2.8    CONDUCT OF BUSINESS ...............................................   4
      2.9    VOTING ............................................................   4
      2.10   STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING ...........   4
      2.11   RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS .......   5
      2.12   PROXIES ...........................................................   5
      2.13   LIST OF STOCKHOLDERS ENTITLED TO VOTE .............................   5
      2.14   INSPECTORS OF ELECTION ............................................   6
 
ARTICLE III - DIRECTORS ........................................................   6
 
      3.1    POWERS ............................................................   6
      3.2    NUMBER OF DIRECTORS ...............................................   7
      3.3    ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS ...........   7
      3.4    RESIGNATION AND VACANCIES .........................................   7
      3.5    PLACE OF MEETINGS; MEETINGS BY TELEPHONE ..........................   8
      3.6    REGULAR MEETINGS ..................................................   8
      3.7    SPECIAL MEETINGS; NOTICE ..........................................   8
      3.8    QUORUM ............................................................   9
      3.9    BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING .................   9
      3.10   FEES AND COMPENSATION OF DIRECTORS ................................   9
      3.11   APPROVAL OF LOANS TO OFFICERS .....................................   9
      3.12   REMOVAL OF DIRECTORS ..............................................   9
 
ARTICLE IV - COMMITTEES ........................................................  10
 
      4.1    COMMITTEES OF DIRECTORS ...........................................  10
      4.2    COMMITTEE MINUTES .................................................  10
      4.3    MEETINGS AND ACTION OF COMMITTEES .................................  10
 
ARTICLE V - OFFICERS ...........................................................  11
 
      5.1    OFFICERS ..........................................................  11
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      5.2    APPOINTMENT OF OFFICERS ...........................................  11
      5.3    SUBORDINATE OFFICERS ..............................................  11
      5.4    REMOVAL AND RESIGNATION OF OFFICERS ...............................  11
      5.5    VACANCIES IN OFFICES ..............................................  11
      5.6    REPRESENTATION OF SHARES OF OTHER CORPORATIONS ....................  12
      5.7    AUTHORITY AND DUTIES OF OFFICERS ..................................  12
 
ARTICLE VI - RECORDS AND REPORTS ...............................................  12
 
      6.1    MAINTENANCE AND INSPECTION OF RECORDS .............................  12
      6.2    INSPECTION BY DIRECTORS ...........................................  12
 
ARTICLE VII - GENERAL MATTERS ..................................................  13
 
      7.1    EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS ..................  13
      7.2    STOCK CERTIFICATES; PARTLY PAID SHARES ............................  13
      7.3    SPECIAL DESIGNATION ON CERTIFICATES ...............................  13
      7.4    LOST CERTIFICATES .................................................  14
      7.5    CONSTRUCTION; DEFINITIONS .........................................  14
      7.6    DIVIDENDS .........................................................  14
      7.7    FISCAL YEAR .......................................................  14
      7.8    SEAL ..............................................................  14
      7.9    TRANSFER OF STOCK .................................................  14
      7.10   STOCK TRANSFER AGREEMENTS .........................................  15
      7.11   REGISTERED STOCKHOLDERS ...........................................  15
      7.12   WAIVER OF NOTICE ..................................................  15
 
ARTICLE VIII - NOTICE BY ELECTRONIC TRANSMISSION ...............................  15
 
      8.1    NOTICE BY ELECTRONIC TRANSMISSION .................................  15
      8.2    DEFINITION OF ELECTRONIC TRANSMISSION .............................  16
      8.3    INAPPLICABILITY ...................................................  16
 
ARTICLE IX - INDEMNIFICATION ...................................................  16
 
      9.1    RIGHT TO INDEMNIFICATION ..........................................  16
      9.2    AUTHORITY TO ADVANCE EXPENSES .....................................  17
      9.3    PROCEDURE .........................................................  18
      9.4    RIGHT OF CLAIMANT TO BRING SUIT ...................................  18
      9.5    PROVISIONS NONEXCLUSIVE ...........................................  19
      9.6    SEVERABILITY ......................................................  19
      9.7    AUTHORITY TO INSURE ...............................................  19
      9.8    SURVIVAL OF RIGHTS ................................................  19
      9.9    SETTLEMENT OF CLAIMS ..............................................  19
      9.10   EFFECT OF AMENDMENT ...............................................  19
      9.11   SUBROGATION .......................................................  19
      9.12   NO DUPLICATION OF PAYMENTS ........................................  20
      9.13   NOTICE ............................................................  20
      9.14   CHANGE OF CONTROL .................................................  20
      9.15   CERTAIN OTHER DEFINITIONS .........................................  21
 
ARTICLE X - AMENDMENTS .........................................................  21
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                                      -ii-
 
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                           BYLAWS OF INTERVIDEO, INC.
 
                           ==========================
 
                          ARTICLE I - CORPORATE OFFICES
 
     1.1  REGISTERED OFFICE.
 
     The registered office of InterVideo, Inc. shall be fixed in the
corporation's certificate of incorporation, as the same may be amended from time
to time.
 
     1.2  OTHER OFFICES.
 
     The corporation's Board of directors (the "Board") may at any time
                                                -----
establish other offices at any place or places where the corporation is
qualified to do business.
 
                     ARTICLE II - MEETINGS OF STOCKHOLDERS
 
     2.1  PLACE OF MEETINGS.
 
     Meetings of stockholders shall be held at any place, within or outside the
State of Delaware, designated by the Board. The Board may, in its sole
discretion, determine that a meeting of stockholders shall not be held at any
place, but may instead be held solely by means of remote communication as
authorized by Section 211(a)(2) of the Delaware General Corporation Law (the
"DGCL"). In the absence of any such designation or determination, stockholders'
 ----
meetings shall be held at the corporation's principal executive office.
 
     2.2  ANNUAL MEETING.
 
     The annual meeting of stockholders shall be held each year. The Board shall
designate the date and time of the annual meeting. At the annual meeting,
directors shall be elected and any other proper business may be transacted.
 
     2.3  SPECIAL MEETING.
 
     A special meeting of the stockholders may be called at any time by the
Board, chairperson of the Board, chief executive officer or president (in the
absence of a chief executive officer), but such special meetings may not be
called by any other person or persons. If any person(s) other than the Board
call a special meeting, the request shall:
 
          (i)   be in writing;
 
          (ii)  specify the time of such meeting and the general nature of the
business proposed to be transacted; and
 
 
 
<PAGE>
 
 
         (iii) be delivered personally or sent by registered mail or by
facsimile transmission to the chairperson of the Board, the chief executive
officer, the president (in the absence of a chief executive officer) or the
secretary of the corporation.
 
     The officer(s) receiving the request shall cause notice to be promptly
given to the stockholders entitled to vote at such meeting, in accordance with
the provisions of Sections 2.4 and 2.5 of these bylaws, that a meeting will be
held at the time requested by the person or persons calling the meeting. No
business may be transacted at such special meeting other than the business
specified in such notice to stockholders. Nothing contained in this paragraph of
this Section 2.3 shall be construed as limiting, fixing, or affecting the time
when a meeting of stockholders called by action of the Board may be held.
 
     2.4  ADVANCE NOTICE PROCEDURES; NOTICE OF STOCKHOLDERS' MEETINGS.
 
          (i)  At an annual meeting of the stockholders, only such business
shall be conducted as shall have been properly brought before the meeting. To be
properly brought before an annual meeting, business must be: (A) specified in
the notice of meeting (or any supplement thereto) given by or at the direction
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 stockholder. For business to be properly brought before
an annual meeting by a stockholder, the stockholder must have given timely
notice thereof in writing to the secretary of the corporation. To be timely, a
stockholder's notice must be delivered to or mailed and received at the
principal executive offices of the corporation not less than ninety (90) nor
more than one hundred and twenty (120) calendar days before the one year
anniversary of the date on which the corporation first mailed its proxy
statement to stockholders in connection with the previous year's annual meeting
of stockholders; provided, however, that in the event that no annual meeting was
held in the previous year or the date of the annual meeting has been changed by
more than thirty (30) days from the date of the prior year's meeting, notice by
the stockholder to be timely must be so received not later than the close of
business on the later of ninety (90) calendar days in advance of such annual
meeting and ten (10) calendar days following the date on which public
announcement of the date of the meeting is first made. A stockholder's notice to
the secretary shall set forth as to each matter the stockholder proposes to
bring before the annual meeting: (a) 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, (b) the name and address, as they appear on the
corporation's books, of the stockholder proposing such business, (c) the class
and number of shares of the corporation that are beneficially owned by the
stockholder, (d) any material interest of the stockholder in such business, and
(e) any other information that is required to be provided by the stockholder
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended
(the "1934 Act"), in his capacity as a proponent to a stockholder proposal.
      --------
Notwithstanding the foregoing, in order to include information with respect to a
stockholder proposal in the proxy statement and form of proxy for a
stockholder's meeting, stockholders must provide notice as required by the
regulations promulgated under the 1934 Act. Notwithstanding anything in these
bylaws to the contrary, no business shall be conducted at any annual meeting
except in accordance with the procedures set forth in this paragraph (i). The
chairman of the annual meeting shall, if the facts warrant, determine and
declare at the meeting that business was not properly brought before the meeting
and in accordance with the provisions of this paragraph (i), and, if he should
so determine, he shall so declare at the meeting that any such business not
properly brought before the meeting shall not be transacted.
 
          (ii) Only persons who are nominated in accordance with the procedures
set forth in this paragraph (ii) shall be eligible for election as directors.
Nominations of persons for election to the board of directors of the corporation
may be made at a meeting of stockholders by or at the direction of the board of
 
                                       -2-
 
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directors or by any stockholder of the corporation entitled to vote in the
election of directors at the meeting who complies with the notice procedures set
forth in this paragraph (ii). Such nominations, other than those made by or at
the direction of the board of directors, shall be made pursuant to timely notice
in writing to the secretary of the corporation in accordance with the provisions
of paragraph (i) of this Section 2.4. Such stockholder's notice shall set forth
(a) as to each person, if any, whom the stockholder proposes to nominate for
election or re-election as a director: (A) the name, age, business address and
residence address of such person, (B) the principal occupation or employment of
such person, (C) the class and number of shares of the corporation that are
beneficially owned by such person, (D) a description of all arrangements or
understandings between the stockholder and each nominee and any other person or
persons (naming such person or persons) pursuant to which the nominations are to
be made by the stockholder, and (E) any other information relating to such
person that is required to be disclosed in solicitations of proxies for
elections of directors, or is otherwise required, in each case pursuant to
Regulation 14A under the 1934 Act (including without limitation such person's
written consent to being named in the proxy statement, if any, as a nominee and
to serving as a director if elected); and (b) as to such stockholder giving
notice, the information required to be provided pursuant to paragraph (i) of
this Section 2.4. At the request of the board of directors, any person nominated
by a stockholder for election as a director shall furnish to the secretary of
the corporation that information required to be set forth in the stockholder's
notice of nomination which pertains to the nominee. No person shall be eligible
for election as a director of the corporation unless nominated in accordance
with the procedures set forth in this paragraph (ii). The chairman of the
meeting shall, if the facts warrant, determine and declare at the meeting that a
nomination was not made in accordance with the procedures prescribed by these
bylaws, and if he should so determine, he shall so declare at the meeting, and
the defective nomination shall be disregarded.
 
     These provisions shall not prevent the consideration and approval or
disapproval at an annual meeting of reports of officers, directors and
committees of the board of directors, but in connection therewith no new
business shall be acted upon at any such meeting unless stated, filed and
received as herein provided. Notwithstanding anything in these bylaws to the
contrary, no business brought before a meeting by a stockholder shall be
conducted at an annual meeting except in accordance with procedures set forth in
this Section 2.4.
 
     All notices of meetings of stockholders shall be sent or otherwise given in
accordance with either Section 2.5 or Section 8.1 of these bylaws not less than
10 nor more than 60 days before the date of the meeting to each stockholder
entitled to vote at such meeting. The notice shall specify the place, if any,
date and hour of the meeting, the means of remote communication, if any, by
which stockholders and proxy holders may be deemed to be present in person and
vote at such meeting, and, in the case of a special meeting, the purpose or
purposes for which the meeting is called.
 
     2.5  MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE.
 
     Notice of any meeting of stockholders shall be given:
 
          (i)  If mailed, when deposited in the United States mail, postage
prepaid, directed to the stockholder at his or her address as it appears on the
corporation's records; or
 
          (ii) if electronically transmitted as provided in Section 8.1 of these
bylaws.
 
     An affidavit of the secretary or an assistant secretary of the corporation
or of the transfer agent or any other agent of the corporation that the notice
has been given by mail or by a form of electronic transmission, as applicable,
shall, in the absence of fraud, be prima facie evidence of the facts stated
therein.
 
                                       -3-
 
<PAGE>
 
     2.6  QUORUM.
 
     The holders of a majority of the stock issued and outstanding and entitled
to vote, present in person or represented by proxy, shall constitute a quorum
for the transaction of business at all meetings of the stockholders. If,
however, such quorum is not present or represented at any meeting of the
stockholders, then either (i) the chairperson of the meeting, or (ii) the
stockholders entitled to vote at the meeting, present in person or represented
by proxy, shall have power to adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum is present or
represented. At such adjourned meeting at which a quorum is present or
represented, any business may be transacted that might have been transacted at
the meeting as originally noticed.
 
     2.7  ADJOURNED MEETING; NOTICE.
 
     When a meeting is adjourned to another time or place, unless these bylaws
otherwise require, notice need not be given of the adjourned meeting if the
time, place if any thereof, and the means of remote communications if any by
which stockholders and proxy holders may be deemed to be present in person and
vote at such adjourned meeting are announced at the meeting at which the
adjournment is taken. At the adjourned meeting, the corporation may transact any
business which might have been transacted at the original meeting. If the
adjournment is for more than 30 days, or if after the adjournment a new record
date is fixed for the adjourned meeting, a notice of the adjourned meeting shall
be given to each stockholder of record entitled to vote at the meeting.
 
     2.8  CONDUCT OF BUSINESS.
 
     The chairperson of any meeting of stockholders shall determine the order of
business and the procedure at the meeting, including such regulation of the
manner of voting and the conduct of business.
 
     2.9  VOTING.
 
     The stockholders entitled to vote at any meeting of stockholders shall be
determined in accordance with the provisions of Section 2.11 of these bylaws,
subject to Section 217 (relating to voting rights of fiduciaries, pledgors and
joint owners of stock) and Section 218 (relating to voting trusts and other
voting agreements) of the DGCL.
 
     Except as may be otherwise provided in the certificate of incorporation or
these bylaws, each stockholder shall be entitled to one vote for each share of
capital stock held by such stockholder.
 
     At all meetings of stockholders for the election of directors a plurality
of the votes cast shall be sufficient to elect. All other elections and
questions shall, unless otherwise provided by law, the certificate of
incorporation or these bylaws, be decided by the vote of the holders of shares
of stock having a majority of the votes which could be cast by the holders of
all shares of stock entitled to vote thereon which are present in person or
represented by proxy at the meeting.
 
     2.10 STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING.
 
     Subject to the rights of the holders of the shares of any series of
Preferred Stock or any other class of stock or series thereof having a
preference over the Common Stock as dividend or upon liquidation, any action
required or permitted to be taken by the stockholders of the corporation must be
effected at a duly called annual or
 
                                       -4-
 
<PAGE>
 
special meeting of stockholders of the corporation and may not be effected by
any consent in writing by such stockholders.
 
     2.11 RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS.
 
     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 may fix, in advance, a record date, which record date shall
not precede the date on which the resolution fixing the record date is adopted
and which shall not be more than 60 nor less than 10 days before the date of
such meeting, nor more than 60 days prior to any other such action.
 
     If the Board does not so fix a record date:
 
          (i)  The record date for determining stockholders entitled to notice
of or to vote at a meeting of stockholders shall be at the close of business on
the day 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.
 
          (ii) The record date for determining stockholders for any other
purpose shall be at the close of business on the day on which the Board adopts
the resolution relating thereto.
 
     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 may fix a new record date for the adjourned
meeting.
 
     2.12 PROXIES.
 
     Each stockholder entitled to vote at a meeting of stockholders may
authorize another person or persons to act for such stockholder by proxy
authorized by an instrument in writing or by a transmission permitted by law
filed in accordance with the procedure established for the meeting, but no such
proxy shall be voted or acted upon after three years from its date, unless the
proxy provides for a longer period. The revocability of a proxy that states on
its face that it is irrevocable shall be governed by the provisions of Section
212 of the DGCL.
 
     2.13 LIST OF STOCKHOLDERS ENTITLED TO VOTE.
 
     The officer who has charge of the stock ledger of the corporation shall
prepare and make, at least 10 days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. The corporation shall not
be required to include electronic mail addresses or other electronic contact
information on such list. Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting for a period of at least 10
days prior to the meeting: (i) on a reasonably accessible electronic network,
provided that the information required to gain access to such list is provided
with the notice of the meeting, or (ii) during ordinary business hours, at the
corporation's principal executive office. In the event that the corporation
determines to make the list available on an electronic network, the corporation
may take reasonable steps to ensure that such information is available only to
stockholders of the corporation. 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.
If the meeting is to be held
 
                                       -5-
 
<PAGE>
 
solely by means of remote communication, then the list shall also be open to the
examination of any stockholder during the whole time of the meeting on a
reasonably accessible electronic network, and the information required to access
such list shall be provided with the notice of the meeting. Such list shall
presumptively determine the identity of the stockholders entitled to vote at the
meeting and the number of shares held by each of them.
 
     2.14 INSPECTORS OF ELECTION
 
     A written proxy may be in the form of a telegram, cablegram, or other means
of electronic transmission which sets forth or is submitted with information
from which it can be determined that the telegram, cablegram, or other means of
electronic transmission was authorized by the person.
 
     Before any meeting of stockholders, the board of directors shall appoint an
inspector or inspectors of election to act at the meeting or its adjournment.
The number of inspectors shall be either one (1) or three (3). If any person
appointed as inspector fails to appear or fails or refuses to act, then the
chairperson of the meeting may, and upon the request of any stockholder or a
stockholder's proxy shall, appoint a person to fill that vacancy.
 
     Such inspectors shall:
 
           (i)  determine the number of shares outstanding and the voting power
of each, the number of shares represented at the meeting, the existence of a
quorum, and the authenticity, validity, and effect of proxies;
 
          (ii)  receive votes, ballots or consents;
 
         (iii)  hear and determine all challenges and questions in any way
arising in connection with the right to vote;
 
          (iv)  count and tabulate all votes or consents;
 
           (v)  determine when the polls shall close;
 
          (vi)  determine the result; and
 
         (vii)  do any other acts that may be proper to conduct the election or
vote with fairness to all stockholders.
 
     The inspectors of election shall perform their duties impartially, in good
faith, to the best of their ability and as expeditiously as is practical. If
there are three (3) inspectors of election, the decision, act or certificate of
a majority is effective in all respects as the decision, act or certificate of
all. Any report or certificate made by the inspectors of election is prima facie
evidence of the facts stated therein.
 
                             ARTICLE III - DIRECTORS
 
     3.1  POWERS.
 
     Subject to the provisions of the DGCL and any limitations in the
certificate of incorporation or these bylaws relating to action required to be
approved by the stockholders or by the outstanding shares, the business
 
                                       -6-
 
<PAGE>
 
and affairs of the corporation shall be managed and all corporate powers shall
be exercised by or under the direction of the Board.
 
     3.2 NUMBER OF DIRECTORS.
 
     The authorized number of directors shall be determined from time to time by
resolution of the Board, provided the Board shall consist of at least one
member. No reduction of the authorized number of directors shall have the effect
of removing any director before that director's term of office expires.
 
     3.3 ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS.
 
     Except as provided in Section 3.4 of these bylaws, each director, including
a director elected to fill a vacancy, shall hold office until the expiration of
the term for which elected and until such director's successor is elected and
qualified or until such director's earlier death, resignation or removal.
Directors need not be stockholders unless so required by the certificate of
incorporation or these bylaws. The certificate of incorporation or these bylaws
may prescribe other qualifications for directors.
 
     The directors of the corporation shall be divided into three classes as
nearly equal in size as is practicable, hereby designated Class I, Class II and
Class III. The term of office of the initial Class I directors shall expire at
the first annual meeting of the stockholders following the effective date of
this corporation's initial public offering (the "Effective Date"), the term of
                                                 --------------
office of the initial Class II directors shall expire at the second annual
meeting of the stockholders following the Effective Date and the term of office
of the initial Class III directors shall expire at the third annual meeting of
the stockholders following the Effective Date. For the purposes hereof, the
initial Class I, Class II and Class III directors shall be those directors so
designated by the board of directors prior to the Effective Date. At each annual
meeting of stockholders, commencing with the first annual meeting of
stockholders following the Effective Date, each of the successors elected to
replace the directors of a Class whose term shall have expired at such annual
meeting shall be elected to hold office until the third annual meeting next
succeeding his or her election and until his or her respective successor shall
have been duly elected and qualified. If the number of directors is hereafter
changed, any newly created directorships or decrease in directorships shall be
so apportioned among the classes as to make all classes as nearly equal in
number as is practicable, provided that no decrease in the number of directors
constituting the board of directors shall shorten the term of any incumbent
director.
 
     3.4 RESIGNATION AND VACANCIES.
 
     Any director may resign at any time upon notice given in writing or by
electronic transmission to the corporation. When one or more directors so
resigns and the resignation is effective at a future date, a majority of the
directors then in office, including those who have so resigned, shall have power
to fill such vacancy or vacancies, the vote thereon to take effect when such
resignation or resignations shall become effective, and each director so chosen
shall hold office as provided in this section in the filling of other vacancies.
 
     Unless otherwise provided in the certificate of incorporation or these
bylaws, vacancies and newly created directorships resulting from any increase in
the authorized number of directors elected by all of the stockholders having the
right to vote as a single class may be filled by a majority of the directors
then in office, although less than a quorum, or by a sole remaining director. A
person so elected by the directors then in office to fill a vacancy or newly
created directorship shall hold office until the next election of the Class for
which such director shall have been chosen and until his or her successor shall
have been duly elected and qualified.
 
                                       -7-
 
<PAGE>
 
     If at any time, by reason of death or resignation or other cause, the
corporation should have no directors in office, then any officer or any
stockholder or an executor, administrator, trustee or guardian of a stockholder,
or other fiduciary entrusted with like responsibility for the person or estate
of a stockholder, may call a special meeting of stockholders in accordance with
the provisions of the certificate of incorporation or these bylaws, or may apply
to the Court of Chancery for a decree summarily ordering an election as provided
in Section 211 of the DGCL.
 
     If, at the time of filling any vacancy or any newly created directorship,
the directors then in office constitute less than a majority of the whole Board
(as constituted immediately prior to any such increase), then the Court of
Chancery may, upon application of any stockholder or stockholders holding at
least 10% of the total number of the shares at the time outstanding having the
right to vote for such directors, summarily order an election to be held to fill
any such vacancies or newly created directorships, or to replace the directors
chosen by the directors then in office as aforesaid, which election shall be
governed by the provisions of Section 211 of the DGCL as far as applicable.
 
     3.5 PLACE OF MEETINGS; MEETINGS BY TELEPHONE.
 
     The Board may hold meetings, both regular and special, either within or
outside the State of Delaware.
 
     Unless otherwise restricted by the certificate of incorporation or these
bylaws, members of the Board, or any committee designated by the Board, may
participate in a meeting of the Board, or any committee, by means of conference
telephone or other communications equipment by means of which all persons
participating in the meeting can hear each other, and such participation in a
meeting shall constitute presence in person at the meeting.
 
     3.6 REGULAR MEETINGS.
 
     Regular meetings of the Board may be held without notice at such time and
at such place as shall from time to time be determined by the Board.
 
     3.7 SPECIAL MEETINGS; NOTICE.
 
     Special meetings of the Board for any purpose or purposes may be called at
any time by the chairperson of the Board, the chief executive officer, the
president, the secretary or a majority of the board of directors then in office.
 
     Notice of the time and place of special meetings shall be:
 
           (i)   delivered personally by hand, by courier or by telephone;
 
          (ii)   sent by United States first-class mail, postage prepaid;
 
         (iii)   sent by facsimile; or
 
          (iv)   sent by electronic mail,
 
directed to each director at that director's address, telephone number,
facsimile number or electronic mail address, as the case may be, as shown on the
corporation's records.
 
                                       -8-
 
<PAGE>
 
     If the notice is (i) delivered personally by hand, by courier or by
telephone, (ii) sent by facsimile or (iii) sent by electronic mail, it shall be
delivered or sent at least 24 hours before the time of the holding of the
meeting. If the notice is sent by United States mail, it shall be deposited in
the United States mail at least four days before the time of the holding of the
meeting. Any oral notice may be communicated to the director. The notice need
not specify the place of the meeting (if the meeting is to be held at the
corporation's principal executive office) nor the purpose of the meeting.
 
     3.8  QUORUM.
 
     At all meetings of the Board, a majority of the authorized number of
directors shall constitute a quorum for the transaction of business. The vote of
a majority of the directors present at any meeting at which a quorum is present
shall be the act of the Board, except as may be otherwise specifically provided
by statute, the certificate of incorporation or these bylaws. If a quorum is not
present at any meeting of the Board, then the directors present thereat may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum is present.
 
     A meeting at which a quorum is initially present may continue to transact
business notwithstanding the withdrawal of directors, if any action taken is
approved by at least a majority of the required quorum for that meeting.
 
     3.9  BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING.
 
     Unless otherwise restricted by the certificate of incorporation or these
bylaws, any action required or permitted to be taken at any meeting of the
Board, or of any committee thereof, may be taken without a meeting if all
members of the Board or committee, as the case may be, consent thereto in
writing or by electronic transmission and the writing or writings or electronic
transmission or transmissions are filed with the minutes of proceedings of the
Board or committee. 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.
 
     3.10 FEES AND COMPENSATION OF DIRECTORS.
 
     Unless otherwise restricted by the certificate of incorporation or these
bylaws, the Board shall have the authority to fix the compensation of directors.
 
     3.11 APPROVAL OF LOANS TO OFFICERS.
 
     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 Board, 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 shall
approve, including, without limitation, a pledge of shares of stock of the
corporation.
 
     3.12 REMOVAL OF DIRECTORS.
 
     Any director may be removed from office by the stockholders of the
corporation only for cause.
 
                                      -9-
 
<PAGE>
 
     No reduction of the authorized number of directors shall have the effect of
removing any director prior to the expiration of such director's term of office.
 
                            ARTICLE IV - COMMITTEES
 
     4.1 COMMITTEES OF DIRECTORS.
 
     The Board may from time to time designate one or more committees, each
committee to consist of one or more of the directors of the corporation. The
Board may designate one or more directors as alternate members of any committee,
who may replace any absent or disqualified member at any meeting of the
committee. In the absence or disqualification of a member of a committee, the
member or members 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 to act at the meeting in the
place of any such absent or disqualified member. Any such committee, to the
extent provided in the resolution of the Board or in these bylaws, shall have
and may exercise all the powers and authority of the Board in the management of
the business and affairs of the corporation, and may authorize the seal of the
corporation to be affixed to all papers that may require it; but no such
committee shall have the power or authority to (i) approve or adopt, or
recommend to the stockholders, any action or matter expressly required by the
DGCL to be submitted to stockholders for approval, or (ii) adopt, amend or
repeal any bylaw of the corporation,
 
     4.2 COMMITTEE MINUTES.
 
     Each committee shall keep regular minutes of its meetings and report the
same to the Board when required.
 
     4.3 MEETINGS AND ACTION OF COMMITTEES.
 
     Meetings and actions of committees shall be governed by, and held and taken
in accordance with, the provisions of:
 
 
           (i)  Section 3.5 (place of meetings and meetings by telephone);
 
          (ii)  Section 3.6 (regular meetings);
 
         (iii)  Section 3.7 (special meetings and notice);
 
          (iv)  Section 3.8 (quorum);
 
           (v)  Section 7.12 (waiver of notice); and
 
          (vi)  Section 3.9 (action without a meeting)
 
with such changes in the context of those bylaws as are necessary to substitute
the committee and its members for the Board and its members. However:
                                                             -------
 
           (i)  the time of regular meetings of committees may be determined
either by resolution of the Board or by resolution of the committee;
 
                                      -10-
 
<PAGE>
 
          (ii)  special meetings of committees may also be called by resolution
of the Board; and
 
          (iii) notice of special meetings of committees shall also be given to
all alternate members, who shall have the right to attend all meetings of the
committee. The Board may adopt rules for the government of any committee not
inconsistent with the provisions of these bylaws.
 
                              ARTICLE V - OFFICERS
 
     5.1 OFFICERS.
 
     The officers of the corporation shall be a president and a secretary. The
corporation may also have, at the discretion of the Board, a chairperson of the
Board, a vice chairperson of the Board, a chief executive officer, a chief
financial officer or treasurer, one or more vice presidents, one or more
assistant vice presidents, one or more assistant treasurers, one or more
assistant secretaries, and any such other officers as may be appointed in
accordance with the provisions of these bylaws. Any number of offices may be
held by the same person.
 
     5.2 APPOINTMENT OF OFFICERS.
 
     The Board shall appoint the officers of the corporation, except such
officers as may be appointed in accordance with the provisions of Sections 5.3
and 5.5 of these bylaws, subject to the rights, if any, of an officer under any
contract of employment.
 
     5.3 SUBORDINATE OFFICERS.
 
     The Board may appoint, or empower the chief executive officer or, in the
absence of a chief executive officer, the president, to appoint, such other
officers and agents as the business of the corporation may require. Each of such
officers and agents shall hold office for such period, have such authority, and
perform such duties as are provided in these bylaws or as the Board may from
time to time determine.
 
     5.4 REMOVAL AND RESIGNATION OF OFFICERS.
 
     Subject to the rights, if any, of an officer under any contract of
employment, any officer may be removed, either with or without cause, by an
affirmative vote of the majority of the Board at any regular or special meeting
of the Board or, except in the case of an officer chosen by the Board, by any
officer upon whom such power of removal may be conferred by the Board.
 
     Any officer may resign at any time by giving written notice to the
corporation. Any resignation shall take effect at the date of the receipt of
that notice or at any later time specified in that notice. Unless otherwise
specified in the notice of resignation, the acceptance of the resignation shall
not be necessary to make it effective. Any resignation is without prejudice to
the rights, if any, of the corporation under any contract to which the officer
is a party.
 
     5.5 VACANCIES IN OFFICES.
 
     Any vacancy occurring in any office of the corporation shall be filled by
the Board or as provided in Section 5.2.
 
                                      -11-
 
<PAGE>
 
     5.6 REPRESENTATION OF SHARES OF OTHER CORPORATIONS.
 
     The chairperson of the Board, the president, any vice president, the
treasurer, the secretary or assistant secretary of this corporation, or any
other person authorized by the Board or the president or a vice president, is
authorized to vote, represent, and exercise on behalf of this corporation all
rights incident to any and all shares of any other corporation or corporations
standing in the name of this corporation. The authority granted herein may be
exercised either by such person directly or by any other person authorized to do
so by proxy or power of attorney duly executed by such person having the
authority.
 
     5.7 AUTHORITY AND DUTIES OF OFFICERS.
 
All officers of the corporation shall respectively have such authority and
perform such duties in the management of the business of the corporation as may
be designated from time to time by the Board or the stockholders and, to the
extent not so provided, as generally pertain to their respective offices,
subject to the control of the Board.
 
                        ARTICLE VI - RECORDS AND REPORTS
 
     6.1 MAINTENANCE AND INSPECTION OF RECORDS.
 
     The corporation shall, either at its principal executive office or at such
place or places as designated by the Board, keep a record of its stockholders
listing their names and addresses and the number and class of shares held by
each stockholder, a copy of these bylaws as amended to date, accounting books,
and other 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 a
purpose reasonably related to such person's interest as a stockholder. In every
instance where an attorney or other agent is the person who seeks the right to
inspection, the demand under oath shall be accompanied by a power of attorney or
such other writing that authorizes the attorney or other agent so to act on
behalf of the stockholder. The demand under oath shall be directed to the
corporation at its registered office in Delaware or at its principal executive
office.
 
     6.2 INSPECTION BY DIRECTORS.
 
     Any director shall have the right to examine the corporation's stock
ledger, a list of its stockholders, and its other books and records for a
purpose reasonably related to his or her position as a director. The Court of
Chancery is hereby vested with the exclusive jurisdiction to determine whether a
director is entitled to the inspection sought. The Court may summarily order the
corporation to permit the director to inspect any and all books and records, the
stock ledger, and the stock list and to make copies or extracts therefrom. The
Court may, in its discretion, prescribe any limitations or conditions with
reference to the inspection, or award such other and further relief as the Court
may deem just and proper.
 
                                      -12-
 
<PAGE>
 
                         ARTICLE VII - GENERAL MATTERS
 
     7.1 EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS.
 
     The Board, except as otherwise provided in these bylaws, may authorize any
officer or officers, or agent or agents, to enter into any contract or execute
any instrument in the name of and on behalf of the corporation; such authority
may be general or confined to specific instances.
 
     7.2 STOCK CERTIFICATES; PARTLY PAID SHARES.
 
     The shares of the corporation shall be represented by certificates,
provided that the Board may provide by resolution or resolutions that some or
all of any or all classes or series of its stock shall be uncertificated shares.
Any such resolution shall not apply to shares represented by a certificate until
such certificate is surrendered to the corporation. Notwithstanding the adoption
of such a resolution by the Board, every holder of stock represented by
certificates 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 chairperson or vice-chairperson of the Board, or the president or
vice-president, and by the treasurer or an assistant treasurer, or the secretary
or an assistant secretary of such corporation representing the number of shares
registered in certificate form. Any or all of the signatures on the certificate
may be a facsimile. In case any officer, transfer agent or registrar who has
signed or whose facsimile signature has been placed upon a certificate has
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
were such officer, transfer agent or registrar at the date of issue.
 
     The corporation may issue the whole or any part of its shares as partly
paid and subject to call for the remainder of the consideration to be paid
therefor. Upon the face or back of each stock certificate issued to represent
any such partly paid shares, upon the books and records of the corporation in
the case of uncertificated partly paid shares, the total amount of the
consideration to be paid therefor and the amount paid thereon shall be stated.
Upon the declaration of any dividend on fully paid shares, the corporation shall
declare a dividend upon partly paid shares of the same class, but only upon the
basis of the percentage of the consideration actually paid thereon.
 
     7.3 SPECIAL DESIGNATION ON CERTIFICATES.
 
     If the corporation is authorized to issue more than one class of stock or
more than one series of any class, then the powers, the designations, the
preferences, and the 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 shall be set forth in full or
summarized on the face or back of the certificate that the corporation shall
issue to represent such class or series of stock; provided, however, that,
except as otherwise provided in Section 202 of the DGCL, in lieu of the
foregoing requirements there may be set forth on the face or back of the
certificate that the corporation shall issue to represent such class or series
of stock a statement that the corporation will furnish without charge to each
stockholder who so requests the powers, the designations, the preferences, and
the 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.
 
                                      -13-
 
<PAGE>
 
     7.4 LOST CERTIFICATES.
 
     Except as provided in this Section 7.5, no new certificates for shares
shall be issued to replace a previously issued certificate unless the latter is
surrendered to the corporation and cancelled at the same time. The corporation
may issue a new certificate of stock or uncertificated shares in the place of
any certificate theretofore issued by it, alleged to have been lost, stolen or
destroyed, and the corporation may require the owner of the lost, stolen or
destroyed certificate, or such owner's legal representative, to give the
corporation a bond sufficient to indemnify it against any claim that may be made
against it on account of the alleged loss, theft or destruction of any such
certificate or the issuance of such new certificate or uncertificated shares.
 
     7.5 CONSTRUCTION; DEFINITIONS.
 
     Unless the context requires otherwise, the general provisions, rules of
construction, and definitions in the DGCL shall govern the construction of these
bylaws. Without limiting the generality of this provision, the singular number
includes the plural, the plural number includes the singular, and the term
"person" includes both a corporation and a natural person.
 
     7.6 DIVIDENDS.
 
     The Board, subject to any restrictions contained in either (i) the DGCL, or
(ii) the certificate of incorporation, may declare and pay dividends upon the
shares of its capital stock. Dividends may be paid in cash, in property, or in
shares of the corporation's capital stock.
 
     The Board may set apart out of any of the funds of the corporation
available for dividends a reserve or reserves for any proper purpose and may
abolish any such reserve. Such purposes shall include but not be limited to
equalizing dividends, repairing or maintaining any property of the corporation,
and meeting contingencies.
 
     7.7 FISCAL YEAR.
 
     The fiscal year of the corporation shall be fixed by resolution of the
Board and may be changed by the Board.
 
     7.8 SEAL.
 
     The corporation may adopt a corporate seal, which shall be adopted and
which may be altered by the Board. The corporation may use the corporate seal by
causing it or a facsimile thereof to be impressed or affixed or in any other
manner reproduced.
 
     7.9 TRANSFER 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, assignation 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 in its books.
 
                                       -14-
 
<PAGE>
 
     7.10 STOCK TRANSFER AGREEMENTS.
 
     The corporation shall have power to enter into and perform any agreement
with any number of stockholders of any one or more classes of stock of the
corporation to restrict the transfer of shares of stock of the corporation of
any one or more classes owned by such stockholders in any manner not prohibited
by the DGCL.
 
     7.11 REGISTERED STOCKHOLDERS.
 
     The corporation:
 
           (i)  shall be entitled to recognize the exclusive right of a person
registered on its books as the owner of shares to receive dividends and to vote
as such owner;
 
           (ii) shall be entitled to hold liable for calls and assessments the
person registered on its books as the owner of shares; and (iii) shall not be
bound to recognize any equitable or other claim to or interest in such share or
shares on the part of another person, whether or not it shall have express or
other notice thereof, except as otherwise provided by the laws of Delaware.
 
     7.12 WAIVER OF NOTICE.
 
     Whenever notice is required to be given under any provision of the DGCL,
the certificate of incorporation or these bylaws, a written waiver, signed by
the person entitled to notice, or a waiver by electronic transmission by the
person entitled to notice, whether before or after the time of the event for
which notice is to be given, shall be deemed equivalent to notice. Attendance of
a person at a meeting shall constitute a waiver of notice of such meeting,
except when the person attends a meeting for the express purpose of objecting at
the beginning of the meeting, to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the
stockholders need be specified in any written waiver of notice or any waiver by
electronic transmission unless so required by the certificate of incorporation
or these bylaws.
 
                ARTICLE VIII - NOTICE BY ELECTRONIC TRANSMISSION
 
     8.1 NOTICE BY ELECTRONIC TRANSMISSION.
 
     Without limiting the manner by which notice otherwise may be given
effectively to stockholders pursuant to the DGCL, the certificate of
incorporation or these bylaws, any notice to stockholders given by the
corporation under any provision of the DGCL, the certificate of incorporation or
these bylaws shall be effective if given by a form of electronic transmission
consented to by the stockholder to whom the notice is given. Any such consent
shall be revocable by the stockholder by written notice to the corporation. Any
such consent shall be deemed revoked if:
 
           (i)  the corporation is unable to deliver by electronic transmission
two consecutive notices given by the corporation in accordance with such
consent; and
 
                                      -15-
 
<PAGE>
 
          (ii)   such inability becomes known to the secretary or an assistant
secretary of the corporation or to the transfer agent, or other person
responsible for the giving of notice.
 
However, the inadvertent failure to treat such inability as a revocation shall
not invalidate any meeting or other action.
 
     Any notice given pursuant to the preceding paragraph shall be deemed given:
 
          (i)   if by facsimile telecommunication, when directed to a number at
                which the stockholder has consented to receive notice;
 
          (ii)  if by electronic mail, when directed to an electronic mail
                address at which the stockholder has consented to receive
                notice;
 
          (iii) if by a posting on an electronic network together with separate
                notice to the stockholder of such specific posting, upon the
                later of (A) such posting and (B) the giving of such separate
                notice; and
 
          (iv)  if by any other form of electronic transmission, when directed
                to the stockholder.
 
     An affidavit of the secretary or an assistant secretary or of the transfer
agent or other agent of the corporation that the notice has been given by a form
of electronic transmission shall, in the absence of fraud, be prima facie
evidence of the facts stated therein.
 
     8.2  DEFINITION OF ELECTRONIC TRANSMISSION.
 
     An "electronic transmission" means any form of communication, not directly
involving the physical transmission of paper, that creates a record that may be
retained, retrieved, and reviewed by a recipient thereof, and that may be
directly reproduced in paper form by such a recipient through an automated
process.
 
     8.3  INAPPLICABILITY.
 
     Notice by a form of electronic transmission shall not apply to Sections
164, 296, 311, 312 or 324 of the DGCL.
 
                          ARTICLE IX - INDEMNIFICATION
 
     9.1  RIGHT TO INDEMNIFICATION.
 
     Each person who was or is a party or is threatened to be made a party to or
is involved (as a party, witness, or otherwise), in any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal, administrative,
or investigative (hereinafter a "Proceeding"), by reason of the fact that
                                 ----------
he/she, or a person of whom he/she is the legal representative, is or was a
director or officer of the corporation or is or was serving at the request of
the corporation as a director or officer of another corporation or of a
partnership, joint venture, trust, or other enterprise, including service with
respect to employee benefit plans, whether the basis of the Proceeding is
alleged action in an official capacity as a director or officer or in any other
capacity while serving as a director or officer (hereafter an "Agent"), shall be
                                                               -----
indemnified and held harmless by the corporation
 
                                      -16-
 
<PAGE>
 
to the fullest extent authorized by the Delaware General Corporation Law, as the
same exists or may hereafter be amended or interpreted (but, in the case of any
such amendment or interpretation, only to the extent that such amendment or
interpretation permits the corporation to provide broader indemnification rights
than were permitted prior thereto) against all expenses, liability, and loss
(including attorneys' fees, judgments, fines, ERISA excise taxes or penalties,
and amounts paid or to be paid in settlement, and any interest, assessments, or
other charges imposed thereon, and any federal, state, local, or foreign taxes
imposed on any Agent as a result of the actual or deemed receipt of any payments
under this Article) reasonably incurred or suffered by such person in connection
with investigating, defending, being a witness in, or participating in
(including on appeal), or preparing for any of the foregoing in, any Proceeding
(hereinafter "Expenses"); provided, however, that except as to actions to
              --------
enforce indemnification rights pursuant to Section 9.4 of this Article, the
corporation shall indemnify any Agent seeking indemnification in connection with
a Proceeding (or part thereof) initiated by such person only if the Proceeding
(or part thereof) was authorized by the Board of Directors of the corporation.
The right to indemnification conferred in this Article shall be a contract
between the corporation and each Agent who serves in such capacity at any time
while this bylaw is in effect, and any repeal or modification thereof shall not
affect any rights or obligations then existing with respect to any state of
facts then or theretofore existing or any Proceeding theretofore or thereafter
brought based in whole or in part upon any such state of facts.
 
     The Board of Directors in its discretion shall have the power on behalf of
the corporation to indemnify any person made a party to any Proceeding, by
reason of the fact that he/she, his/her testator or intestate, is or was a
director, officer, employee or agent of the corporation.
 
     To assure indemnification under this Article of all Agents who are
determined by the corporation or otherwise to be or to have been "fiduciaries"
of any employee benefit plan of the corporation which may exist from time to
time, Section 145 of the Delaware General Corporation Law shall, for the
purposes of this Section 9.1, be interpreted as follows: an "other enterprise"
shall be deemed to include such an employee benefit plan, including without
limitation, any plan of the corporation which is governed by the Act of Congress
entitled "Employee Retirement Income Security Act of 1974," as amended from time
to time; the corporation shall be deemed to have requested a person to serve on
an employee benefit plan where the performance by such person of his/her duties
to the corporation also imposes duties on, or otherwise involves services by,
such person to the plan or participants or beneficiaries of the plan; excise
taxes assessed on a person with respect to an employee benefit plan pursuant to
such Act of Congress shall be deemed "fines."
 
     9.2  AUTHORITY TO ADVANCE EXPENSES.
 
     Expenses incurred by an officer or director (acting in his capacity as
such) in defending a Proceeding shall be paid by the corporation in advance of
the final disposition of such Proceeding, provided, however, that if required by
the Delaware General Corporation Law, as amended, such Expenses shall be
advanced only upon delivery to the corporation of an undertaking by or on behalf
of such director or officer to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the corporation as
authorized in this Article or otherwise. Expenses incurred by other agents of
the corporation (or by the directors or officers not acting in their capacity as
such, including service with respect to employee benefit plans) may be advanced
upon such terms and conditions as the Board of Directors deems appropriate. Any
obligation to reimburse the corporation for Expense advances shall be unsecured
and no interest shall be charged thereon. Notwithstanding the foregoing, the
corporation shall not be required to advance such expenses to an Agent who is a
party to a Proceeding brought by the corporation and approved by a majority of
the Board of Directors of the corporation then in office which alleges willful
misappropriation of corporate assets by such Agent, disclosure of confidential
 
                                      -17-
 
<PAGE>
 
information in violation of such Agent's fiduciary or contractual obligations to
the corporation or any other willful and deliberate breach in bad faith of such
Agent's duty to the corporation or its stockholders.
 
     9.3  PROCEDURE.
 
     To obtain indemnification under this Article, a claimant shall submit to
the corporation a written request, including therein or therewith such
documentation and information as is reasonably available to the claimant and is
reasonably necessary to determine whether and to what extent the claimant is
entitled to indemnification. Upon written request by a claimant for
indemnification pursuant to the preceding sentence, a determination, if required
by applicable law, with respect to the claimant's entitlement thereto shall be
made as follows: (1) if requested by the claimant, by Independent Counsel (as
hereinafter defined), or (2) if no request is made by the claimant for a
determination by Independent Counsel, (i) by the Board of Directors by a
majority vote of a quorum consisting of Disinterested Directors (as hereinafter
defined), or (ii) if a quorum of the Board of Directors consisting of
Disinterested Directors is not obtainable or, even if obtainable, such quorum of
Disinterested Directors so directs, by Independent Counsel in a written opinion
to the Board of Directors, a copy of which shall be delivered to the claimant,
or (iii) if a quorum of Disinterested Directors so directs, by the stockholders
of the corporation. In the event the determination of entitlement to
indemnification is to be made by Independent Counsel at the request of the
claimant, the Independent Counsel shall be selected by the Board of Directors
unless there shall have occurred within two years prior to the date of the
commencement of the Proceeding for which indemnification is claimed a "Change of
Control" (as hereinafter defined), in which case the Independent Counsel shall
be selected by the claimant unless the claimant shall request that such
selection be made by the Board of Directors. If it is so determined that the
claimant is entitled to indemnification, payment to the claimant shall be made
within ten (10) days after such determination.
 
     9.4  RIGHT OF CLAIMANT TO BRING SUIT.
 
     If a claim under Section 9.1 or 9.2 of this Article is not paid in full by
the corporation within thirty (30) days after a written claim has been received
by the corporation, the claimant may at any time thereafter bring suit against
the corporation to recover the unpaid amount of the claim and, if successful in
whole or in part, the claimant shall be entitled to be paid also the expense
(including attorneys' fees) of prosecuting such claim. It shall be a defense to
any such action (other than an action brought to enforce a claim for expenses
incurred in defending a Proceeding in advance of its final disposition where the
required undertaking has been tendered to the corporation) that the claimant has
not met the standards of conduct that make it permissible under the Delaware
General Corporation Law for the corporation to indemnify the claimant for the
amount claimed. The burden of proving such a defense shall be on the
corporation. Neither the failure of the corporation (including its Board of
Directors, Independent Counsel, or its stockholders) to have made a
determination prior to the commencement of such action that indemnification of
the claimant is proper under the circumstances because he has met the applicable
standard of conduct set forth in the Delaware General Corporation Law, nor an
actual determination by the corporation (including its Board of Directors,
Independent Counsel, or its stockholders) that the claimant had not met such
applicable standard of conduct, shall be a defense to the action or create a
presumption that claimant has not met the applicable standard of conduct.
 
     If a determination shall have been made pursuant to Section 9.3 that the
claimant is entitled to indemnification, the corporation shall be bound by such
determination in any judicial proceeding commenced pursuant to this section. The
corporation shall be precluded from asserting in any judicial proceeding
commenced pursuant this section that the procedures and presumptions of Section
9.3 are not valid, binding and enforceable and shall stipulate in such
proceeding that the corporation is bound by all such procedures and
presumptions.
 
                                      -18-
 
<PAGE>
 
     9.5  PROVISIONS NONEXCLUSIVE.
 
     The rights conferred on any person by this Article shall not be exclusive
of any other rights that such person may have or hereafter acquire under any
statute, provision of the Certificate of Incorporation, agreement, vote of
stockholders or disinterested directors, or otherwise, both as to action in an
official capacity and as to action in another capacity while holding such
office.
 
     9.6  SEVERABILITY.
 
     If any provision or provisions of this Article shall be held to be invalid,
illegal or unenforceable for any reason whatsoever: (1) the validity, legality
and enforceability of the remaining provisions of this bylaw (including, without
limitation, each portion of any paragraph of this Article containing any such
provision held to be invalid, illegal or unenforceable, that is not itself held
to be invalid, illegal or unenforceable) shall not in any way be affected or
impaired thereby; and (2) to the fullest extent possible, the provisions of this
Article (including, without limitation, each such portion of any paragraph of
this Article containing any such provision held to be invalid, illegal or
unenforceable) shall be construed so as to give effect to the intent manifested
by the provision held invalid, illegal or unenforceable.
 
     9.7  AUTHORITY TO INSURE.
 
     The corporation may purchase and maintain insurance to protect itself and
any Agent against any Expense, whether or not the corporation would have the
power to indemnify the Agent against such Expense under applicable law or the
provisions of this Article.
 
     9.8  SURVIVAL OF RIGHTS.
 
     The rights provided by this Article shall continue as to a person who has
ceased to be an Agent and shall inure to the benefit of the heirs, executors,
and administrators of such a person.
 
     9.9  SETTLEMENT OF CLAIMS.
 
     The corporation shall not be liable to indemnify any Agent under this
Article (a) for any amounts paid in settlement of any action or claim effected
without the corporation's written consent, which consent shall not be
unreasonably withheld; or (b) for any judicial award if the corporation was not
given a reasonable and timely opportunity, at its expense, to participate in the
defense of such action.
 
     9.10 EFFECT OF AMENDMENT.
 
     Any amendment, repeal, or modification of this Article shall not adversely
affect any right or protection of any Agent existing at the time of such
amendment, repeal, or modification.
 
     9.11 SUBROGATION.
 
     In the event of payment under this Article, the corporation shall be
subrogated to the extent of such payment to all of the rights of recovery of the
Agent, who shall execute all papers required and shall do everything that may be
necessary to secure such rights, including the execution of such documents
necessary to enable the corporation effectively to bring suit to enforce such
rights.
 
                                      -19-
 
<PAGE>
 
     9.12 NO DUPLICATION OF PAYMENTS.
 
The corporation shall not be liable under this Article to make any payment in
connection with any claim made against the Agent to the extent the Agent has
otherwise actually received payment (under any insurance policy, agreement,
vote, or otherwise) of the amounts otherwise indemnifiable hereunder.
 
     9.13 NOTICE.
 
Any notice, request or other communication required or permitted to be given to
the corporation under this Article shall be in writing and either delivered in
person or sent by telecopy, telex, telegram, overnight mail or courier service,
or certified or registered mail, postage prepaid, return receipt requested, to
the Secretary of the corporation and shall be effective only upon receipt by the
Secretary.
 
     9.14 CHANGE OF CONTROL.
 
     For purposes of this Article IX, a "Change in Control" shall mean:
 
          (a)  The acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act (a "Person") of
beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of 20% or more of either (a) the then outstanding shares of common
stock of the corporation (the "Outstanding Corporation Common Stock") or (b) the
combined voting power of the then outstanding voting securities of the
corporation entitled to vote generally in the election of directors (the
"Outstanding Corporation Voting Securities"); provided, however, that for
                                              --------  -------
purposes of this part (1), the following acquisitions shall not constitute a
Change of Control: (a) any acquisition directly from the corporation or any
acquisition from other stockholders where (i) such acquisition was approved in
advance by the Board of Directors of the corporation and (ii) such acquisition
would not constitute a change of control under part (3) of this definition, (b)
any acquisition by the corporation, (c) any acquisition by any employee benefit
plan (or related trust) sponsored or maintained by the corporation or any
corporation controlled by the corporation or (d) any acquisition by any
corporation pursuant to a transaction which complies with clauses (a), (b) and
(c) of part (3) of this definition; or
 
          (b)  Individuals who, as of the date hereof, constitute the Board of
Directors (the "Incumbent Board") cease for any reason to constitute at least a
majority of the Board of Directors; provided, however, that any individual
                                    --------  -------
becoming a director subsequent to the date hereof whose election, or nomination
for election by the stockholders, was approved by a vote of at least a majority
of the directors then comprising the Incumbent Board shall be considered as
though such individual were a member of the Incumbent Board, but excluding, for
this purpose, any such individual whose initial assumption of office occurs as a
result of an actual or threatened election contest with respect to the election
or removal of directors or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Board of Directors; or
 
          (c)  Consummation of a reorganization, merger or consolidation or sale
or other disposition of all or substantially all of the assets of the
corporation (a "Business Combination"), in each case, unless, following such
Business Combination, (a) all or substantially all of the individuals and
entities who were the beneficial owners, respectively, of the Outstanding
Corporation Common Stock and Outstanding Corporation Voting Securities
immediately prior to such Business Combination beneficially own, directly or
indirectly, more than 50% of, respectively, the then outstanding shares of
common stock and the combined voting power of the then outstanding voting
securities entitled to vote generally in the election of directors, as the case
may be, of the
 
                                      -20-
 
<PAGE>
 
corporation resulting from such Business Combination (including, without
limitation, a corporation which as a result of such transaction owns the
corporation or all or substantially all of the corporation's assets either
directly or through one or more subsidiaries) in substantially the same
proportions as their ownership, immediately prior to such Business Combination
of the Outstanding Corporation Common Stock and Outstanding Corporation Voting
Securities, as the case may be, (b) no Person (excluding any corporation
resulting from such Business Combination or any employee benefit plan (or
related trust) of the corporation or such corporation resulting from such
Business Combination) beneficially owns, directly or indirectly, 20% or more of,
respectively, the then outstanding shares of common stock of the corporation
resulting from such Business Combination or the combined voting power of the
then outstanding voting securities of such corporation except to the extent that
such ownership existed prior to the Business Combination and (c) at least a
majority of the members of the Board of Directors of the corporation resulting
from such Business Combination were members of the Incumbent Board at the time
of the execution of the initial agreement, or of the action of the Board of
Directors, providing for such Business Combination; or
 
          (d) Approval by the stockholders of a complete liquidation or
dissolution of the corporation.
 
     9.15 CERTAIN OTHER DEFINITIONS.
 
     For purposes of this Article IX:
 
     "Disinterested Director" means a director of the corporation who is not and
was not a party to the matter in respect of which indemnification is sought by
the claimant.
 
 
     "Independent Counsel" means a law firm, a member of a law firm, or an
independent practitioner, that is experienced in matters of corporation law and
shall include any person who, under the applicable standards of professional
conduct then prevailing, would not have a conflict of interest in representing
either the corporation or the claimant in an action to determine the claimant's
rights under this Article.
 
                             ARTICLE X - AMENDMENTS
 
     Subject to Section 9.10 hereof, these Bylaws may be amended or repealed (1)
at any annual or special meeting of stockholders, by the affirmative vote of the
holders of a majority of the voting power of the stock issued and outstanding
and entitled to vote thereat, provided, however, that in the case of any such
stockholder action at a special meeting of stockholders, notice of the proposed
alteration, repeal or adoption of the new Bylaws or portion thereof must be
contained in the notice of such special meeting, or (2) by the affirmative vote
of a majority of the board of directors. The fact that the power to amend these
Bylaws has been so conferred upon the directors shall not divest the
stockholders of the power, nor limit their power to adopt, amend or repeal
bylaws.
 
                                      -21-