AMENDED AND RESTATED

 

                                     BY-LAWS

 

                                       OF

 

                                  SOHU.COM INC.

 

                                    ARTICLE I

 

                                     Offices

                                     -------

 

     SECTION 1. Registered Office. The registered office of Sohu.com Inc. (the

                -----------------

"Corporation") in the State of Delaware shall be 1209 Orange Street, Wilmington,

Delaware 19805, in the County of New Castle. The name of the registered agent at

such office shall be The Corporation Trust Company.

 

     SECTION 2. Other Offices. The Corporation may also have offices at such

                -------------

other places either within or without the State of Delaware as the Board of

Directors (the "Board") may from time to time determine.

 

                                   ARTICLE II

 

                            Meetings of Stockholders

                            ------------------------

 

     SECTION 1. Annual Meetings. The annual meeting of the stockholders of the

                ---------------

Corporation for the election of directors and for the transaction of such other

business as may properly come before the meeting shall be held at such hour and

place as the Board may determine on the second Tuesday in May of each year or on

such other date as the Board may determine. If for any reason the annual meeting

shall not be held on the date fixed herein, a special meeting in lieu of the

annual meeting may be held, with all the force and effect of an annual meeting,

on such date and at such place and hour as shall be designated by the Board in

the notice thereof. At the annual meeting any business may be transacted whether

or not the notice of such meeting shall have contained a reference thereto,

except where such a reference is required by law, the Certificate of

Incorporation or these By-laws.

 

     SECTION 2. Special Meetings. A special meeting of the stockholders for any

                ----------------

purpose or purposes may be called at any time by the Board or by the President,

and such meeting shall be held on such date and at such place and hour as shall

be designated in the notice thereof. Any power of stockholders to call a special

meeting is specifically denied.

 

     SECTION 3. Notice of Meetings. Except as otherwise expressly required by

                ------------------

these By-laws or by law, notice of each meeting of the stockholders shall be

given not less than ten (10) nor more than sixty (60) days before the date of

the meeting to each

 

                                      -1-

<PAGE>

 

stockholder of record entitled to notice of, or to vote at, such meeting by

delivering a notice thereof to such stockholder personally or by depositing such

notice in the United States mail, directed to such stockholder at such

stockholder's address as it appears on the stock records of the Corporation.

Every such notice shall state the place, date and hour of the meeting and, in

the case of a special meeting, the purpose or purposes for which the meeting is

called. Notice of any adjourned meeting of the stockholders shall not be

required to be given if the time and place thereof are announced at the meeting

at which the adjournment is taken and a new record date for the adjourned

meeting is not thereafter fixed.

 

     SECTION 4. Quorum and Manner of Acting. Except as otherwise expressly

                ---------------------------

required by law, if stockholders holding of record a majority of the shares of

stock of the Corporation issued, outstanding and entitled to be voted at the

particular meeting shall be present in person or by proxy, a quorum for the

transaction of business at any meeting of the stockholders shall exist. In the

absence of a quorum at any such meeting or any adjournment or adjournments

thereof, a majority in voting interest of those present in person or by proxy

and entitled to vote thereat may adjourn such meeting from time to time until

stockholders holding the amount of stock requisite for a quorum shall be present

in person or by proxy. At any such adjourned meeting at which a quorum is

present any business may be transacted which might have been transacted at the

meeting as originally called.

 

     SECTION 5. Voting. Except as otherwise provided in the Certificate of

                ------

Incorporation, each stockholder shall, at each meeting of the stockholders, be

entitled to one vote in person or by proxy for each share of stock of the

Corporation which has voting power on the matter in question held by such

stockholder and registered in such stockholder's name on the stock record of the

Corporation:

 

          (a) on the date fixed pursuant to the provisions of Section 6 of

Article VII of these By-laws as the record date for the determination of

stockholders who shall be entitled to receive notice of and to vote at such

meeting; or

 

          (b) if no record date shall have been so fixed, at the close of

business on the day next given or, if notice of the meeting shall be waived, at

the close of business on the day next preceding the day on which the meeting

shall be held.

 

At all meetings of the stockholders all matters, except as otherwise provided in

the Certificate of Incorporation, in these By-laws or by law, shall be decided

by the vote of a majority in voting interest of the stockholders present in

person or by proxy and entitled to vote thereat, a quorum being present.

 

     SECTION 6. Written Consent of Stockholders in Lieu of Meeting Not

                ------------------------------------------------------

Permitted. Any action required to be taken or any other action which may be

---------

taken must be taken at a duly called annual or special meeting of stockholders,

and may not be taken by a consent in writing by such holders.

 

                                      -2-

<PAGE>

 

     SECTION 7. Advance Notice of Stockholder Proposals. At any annual or

                ---------------------------------------

special meeting of stockholders, proposals by stockholders and persons nominated

for election as directors by stockholders shall be considered only if advance

notice thereof has been timely given as provided herein and such proposals or

nominations are otherwise proper for consideration under applicable law and the

Certificate of Incorporation and By-laws of the Corporation. Notice of any

proposal to be presented by any stockholder or of the name of any person to be

nominated by any stockholder for election as a director of the Corporation at

any meeting of stockholders shall be delivered to the Secretary of the

Corporation at its principal executive office not less than 60 nor more than 90

days prior to the date of the meeting, provided, however, that if the date of

                                       --------  -------

the meeting is first publicly announced or disclosed (in a public filing or

otherwise) less than 70 days prior to the date of the meeting, such advance

notice shall be given not more than ten days after such date is first so

announced or disclosed. Public notice shall be deemed to have been given more

than 70 days in advance of the annual meeting if the Corporation shall have

previously disclosed, in these By-laws or otherwise, that the annual meeting in

each year is to be held on a determinable date, unless and until the Board

determines to hold the meeting on a different date.

 

     Any stockholder who gives notice of any such proposal shall deliver

therewith the text of the proposal to be presented and a brief written statement

of the reasons why such stockholder favors the proposal and setting forth such

stockholder's name and address, the number and class of all shares of each class

of stock of the Corporation beneficially owned by such stockholder and any

material interest of such stockholder in the proposal (other than as a

stockholder). Any stockholder desiring to nominate any person for election as a

director of the Corporation shall deliver with such notice a statement in

writing setting forth the name of the person to be nominated, the number and

class of all shares of each class of stock of the Corporation beneficially owned

by such person, the information regarding such person required by paragraphs

(a), (e) and (f) of Item 401 of Regulation S-K adopted by the Securities and

Exchange Commission (or the corresponding provisions of any regulation

subsequently adopted by the Securities and Exchange Commission applicable to the

Corporation), such person's signed consent to serve as a director of the

Corporation if elected, such stockholder's name and address and the number and

class of all shares of each class of stock of the Corporation beneficially owned

by such stockholder.

 

     The person presiding at the meeting, in addition to making any other

determinations that may be appropriate to the conduct of the meeting, shall

determine whether such notice has been given and shall direct that proposals and

nominees not be considered if such notice has not been given.

 

     SECTION 8. Inspectors. Either the Board or, in the absence of a designation

                ----------

of inspectors by the Board, the chairman of the meeting may, in the discretion

of the Board or the chairman, appoint one or more inspectors, who need not be

stockholders, who shall receive and take charge of ballots and proxies and

decide all questions relating to the qualification of those asserting the right

to vote and the validity of ballots and proxies. In the event of the failure or

refusal to serve of any inspector designated by the Board, the

 

                                      -3-

<PAGE>

 

chairman of the meeting shall appoint an inspector to act in place of each such

inspector designated by the Board.

 

                                   ARTICLE III

 

                               Board of Directors

                               ------------------

 

     SECTION 1. General Powers. The property, business, affairs and policies of

                --------------

the Corporation shall be managed by or under the direction of the Board.

 

     SECTION 2. Number and Term of Office. The number of directors which shall

                -------------------------

constitute the entire Board shall be seven (7) initially and thereafter the

number shall be fixed from time to time by resolution of the Board of Directors.

 

     SECTION 3. Meetings.

                --------

 

          (A)  Annual Meeting. The annual meeting of the Board, for the purpose

               --------------

of organization, the election of officers and the transaction of other business,

shall be held as promptly as practicable after each annual meeting of

stockholders or the special meeting in lieu thereof.

 

          (B)  Regular Meetings. Regular meetings of the Board or any committee

               ----------------

thereof shall be held at such time and place, within or without the State of

Delaware, as the Board or such committee shall from time to time determine.

 

          (C)  Special Meetings. Special meetings of the Board may be called by

               ----------------

order of the President or by a majority of the directors then in office.

 

          (D)  Notice of Meetings. No notice of regular meetings of the Board or

               ------------------

of any committee thereof or of any adjourned meeting thereof need be given. The

Secretary shall give prior notice to each director of the time and place of each

special meeting of the Board or adjournment thereof. Such notice shall be given

to each director in person or by telephone, fax or ordinary mail, not less than

two days before the meeting if given in person or by telephone or fax and, if

given by mail, post marked at least four (4) days prior to the special meeting

if given by mail, and sent to such director at the director's residence or usual

business address. Each such notice shall state the time and place of the meeting

and purpose thereof. In lieu of the notice to be given as set forth above, a

waiver thereof in writing, signed by the director or directors entitled to said

notice, whether before or after the time stated therein, shall be deemed

equivalent thereto for purposes of this Section 3(D). No notice to or waiver by

any director with respect to any special meeting shall be required if such

director shall be present at said meeting.

 

          (E)  Quorum and Manner of Acting.

               ---------------------------

               (a)  At all meetings of the Board, each director present shall

have one vote, irrespective of the number of shares of stock, if any, which he

may hold.

 

                                      -4-

<PAGE>

 

               (b)  Except as otherwise expressly required by these By-laws or

by law, a majority of the directors then in office and a majority of the members

of any committee shall be present in person at any meeting thereof in order to

constitute a quorum for the transaction of business at such meeting, and the

vote of a majority of the directors present at any such meeting at which a

quorum is present shall be necessary for the passage of any resolution or for an

act to be the act of the Board or such committee. In the absence of a quorum, a

majority of the directors present thereat may adjourn such meeting either

finally or from time to time to another time and place until a quorum shall be

present thereat. In the latter case notice of the adjourned time and place shall

be given as aforesaid to all directors.

 

          (F)  Consent in Lieu of Meeting. Any action required or permitted to

               --------------------------

be taken at any meeting of the Board or 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 a writing or writings and such writing or writings are filed

with the minutes of the proceedings of the Board or committee. Such consents

shall be treated for all purposes as a vote at a meeting.

 

          (G)  Action by Communications Equipment. The directors may participate

               ----------------------------------

in a meeting of the Board or any committee thereof by means of conference

telephone or similar communications equipment by means of which all persons

participating in the meeting can hear each other and such participation shall

constitute presence in person at such meeting.

 

     SECTION 4. Compensation. Each director, in consideration of serving as

                ------------

such, may receive from the Corporation such amount per annum and such fees and

expenses incurred for attendance at meetings of the Board or of any committee,

or both, as the Board may from time to time determine. Nothing contained in this

Section shall be construed to preclude any director from serving the Corporation

in any other capacity and receiving compensation therefor.

 

     SECTION 5. Restoration, Removal and Vacancies. Any director may resign at

                ----------------------------------

any time by giving written notice, of such resignation to the President or the

Secretary.

 

     Any such resignation shall take effect at the time specified therein or, if

not specified therein, upon receipt. Unless otherwise specified in the

resignation, its acceptance shall not be necessary to make it effective. Except

as provided for in the Certificate of Incorporation, any or all of the directors

may be removed at any time at a duly called and duly held meeting of

shareholders by vote of a majority of shares then entitled to vote at an

election of directors.

 

     If the office of any director becomes vacant at any time by reason of

death, resignation, retirement, disqualification, removal from office or

otherwise, or if any new directorship is created by any increase in the

authorized number of directors, a majority of the directors then in office,

though less than a quorum, or the sole remaining director,

 

                                      -5-

<PAGE>

 

may choose a successor or fill the newly created directorship and the director

so chosen shall hold office, subject to the provisions of these By-laws, until

the next annual election of directors and until his successor shall be duly

elected and shall qualify. In the event that a vacancy arising as aforesaid

shall not have been filled by the Board, such vacancy may be filled by the

stockholders at any meeting thereof after such office becomes vacant. If one or

more directors shall resign from the Board, effective at a future date, a

majority of the directors then in office, including those who have so

prospectively resigned, shall have the 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 herein

provided in the filling of other vacancies.

 

     In the event of any increase or decrease in the authorized number of

directors: (a) each director then serving as such shall nonetheless continue as

a director of the class of which he is a member until the expiration of his

current term, or his earlier death, retirement, resignation, or removal; and (b)

the newly created or eliminated directorships resulting from such increase or

decrease shall be apportioned by the Board among the two classes of directors so

as to maintain such classes as nearly equal in number as reasonably possible.

 

     SECTION 6. Committees. The directors may, by vote of a majority of the

                ----------

directors then in office, appoint from their number one or more committees and

delegate to such committees some or all of their powers to the extent permitted

by law, the Certificate of Incorporation or these By-laws. Except as the Board

may otherwise determine, any such committee may, by majority vote of the entire

committee, make rules for the conduct of its business. The directors shall have

the power at any time to fill vacancies in any such committee, to change its

membership or to discharge the committee.

 

                                   ARTICLE IV

 

                                    Officers

                                    --------

 

     SECTION 1. Election and Appointment and Term of Office. The officers of the

                -------------------------------------------

Corporation shall be a President, such number, if any, of Vice Presidents

(including any Executive or Senior Vice Presidents) as the Board may from time

to time determine, a Secretary and a Treasurer. Each such officer shall be

elected by the Board at its annual meeting and hold office for such term as may

be prescribed by the Board. Two or more offices may be held by the same person.

The President may, but need not, be chosen from among the Directors.

 

     The Board may elect or appoint (and may authorize the President to appoint)

such other officers (including one or more Assistant Secretaries and Assistant

Treasurers) as it deems necessary who shall have such authority and shall

perform such duties as the Board or the President may from time to time

prescribe.

 

     If additional officers are elected or appointed during the year, each shall

hold

 

                                      -6-

<PAGE>

 

office until the next annual meeting of the Board at which officers are

regularly elected or appointed and until such officer's successor is elected or

appointed and qualified or until such officer's earlier death or resignation or

removal in the manner hereinafter provided.

 

     SECTION 2. Duties and Functions.

                --------------------

 

          (A)  President. The President shall be the chief executive officer of

               ---------

the Corporation and shall have general direction and supervision over the

business and affairs of the Corporation, subject to the directions and

limitations imposed by the Board and these By-laws, and shall see that all

orders and resolutions of the Board are carried into effect. The President

shall, if present, preside at all meetings of stockholders and of the Board and

shall also perform such other duties and have such other powers as are

prescribed by these By-laws or as may be from time to time prescribed by the

Board, or these By-laws.

 

          (B)  Vice Presidents. Each Vice President shall have such powers and

               ---------------

duties as shall be prescribed by the Board.

 

          (C)  Secretary. The Secretary shall attend and keep the records of all

               ---------

meetings of the stockholders, the Board and all other committees, if any, in one

or more books kept for that purpose. The Secretary shall give or cause to be

given due notice of all meetings accordance with these By-laws and as required

by law. The Secretary shall notify the several officers of the Corporation of

all action taken by the Board concerning matters relating to their duties and

shall transmit to the appropriate officers copies of all contracts and

resolutions approved by the Board. The Secretary shall be custodian of the seal

of the Corporation and of all contracts, deeds, documents and other corporate

papers, records (except financial and accounting records) and indicia of title

to properties owned by the Corporation as shall not be committed to the custody

of another officer by the Board or by the President. The Secretary shall affix

or cause to be affixed the seal of the Corporation to instruments requiring the

same when the same have been signed on behalf of the Corporation by a duly

authorized officer. The Secretary shall perform all duties and have all powers

incident to the office of Secretary and shall perform such other duties as shall

be assigned by the Board or the President. The Secretary may be assisted by one

or more Assistant Secretaries, who shall, in the absence or disability of the

Secretary, perform the duties and exercise the powers of the Secretary.

 

          (D)  Treasurer. The Treasurer shall have charge and custody of the

               ---------

corporate funds and other valuable effects, including securities. The Treasurer

shall keep true and full accounts of all assets, liabilities, receipts and

disbursements and other transactions of the Corporation and shall cause regular

audits of the books and records of the Corporation to be made. The Treasurer

shall perform all duties and have all powers incident to the office of Treasurer

and shall perform such other duties as shall be assigned by the Board or the

President. The Treasurer may be assisted by one or more Assistant Treasurers,

who shall, in the absence or disability of the Treasurer, perform the duties or

exercise the powers of the Treasurer.

 

                                      -7-

<PAGE>

 

     SECTION 4. Resignation, Removal and Vacancies. Any officer may resign at

                ----------------------------------

any time by giving written notice of such resignation to the President or the

Secretary of the Corporation. Any such resignation shall take effect at the time

specified therein or, if not specified therein, when accepted by action of the

Board.

 

     Any officer, agent or employee may be removed, with or without cause, at

any time by the Board or by the officer who made such appointment.

 

     A vacancy in any office may be filled for the unexpired portion of the term

in the same manner as provided in these By-laws for election or appointment to

such office.

 

                                    ARTICLE V

 

                      Waiver of Notices; Place of Meetings

                      ------------------------------------

 

     SECTION 1. Waiver of Notices. Whenever notice is required to be given by

                -----------------

the Certificate of Incorporation, by these By-laws or by law, a waiver thereof

in writing, signed by the person entitled to such notice, or by attorney

thereunto authorized, shall be deemed equivalent to notice, whether given before

or after the time specified therein. Attendance of a person at a meeting shall

constitute a waiver of notice of such meeting, except where the person attends

the meeting for the express purpose of objecting, at the beginning of the

meeting, to the transaction of any business on the ground that the meeting is

not lawfully called or convened.

 

     SECTION 2. Place of Meetings. Any meeting of the Stockholders, the Board or

                -----------------

any committee of the Board may be held within or outside the State of Delaware.

 

                                   ARTICLE VI

 

                      Execution and Delivery of Documents:

                      ------------------------------------

                      Deposits; Proxies; Books and Records

                      ------------------------------------

 

     SECTION 1. Execution and Delivery of Documents; Delegation. The Board shall

                -----------------------------------------------

designate the officers, employees and agents of the Corporation who shall have

power to execute and deliver deeds, contracts, mortgages, bonds, debentures,

checks, drafts and other orders for the payment of money and other documents for

and in the name of the Corporation and may authorize such officers, employees

and agents to delegate such power (including authority to redelegate) by written

instrument to other officers, employees or agents of the Corporation.

 

     SECTION 2. Deposits. All funds of the Corporation not otherwise employed

                --------

shall be deposited from time to time to the credit of the Corporation or

otherwise as the Board or the President or any other officer, employee or agent

of the Corporation to whom power in that respect shall have been delegated by

the Board or these By-laws shall select.

 

                                      -8-

<PAGE>

 

     SECTION 3. Proxies in Respect of Stock or Other Securities of Other

                --------------------------------------------------------

Corporations. The President or any officer of the Corporation designated by the

------------

Board shall have the authority from time to time to appoint and instruct an

agent or agents of the Corporation to exercise in the name and on behalf of the

Corporation the powers and rights which the Corporation may have as the holder

of stock or other securities in any other corporation, to vote or consent in

respect of such stock or securities and to execute or cause to be executed in

the name and on behalf of the Corporation and under its corporate seal or

otherwise, such written proxies, powers of attorney or other instruments as the

President or such officer may deem necessary or proper in order that the

Corporation may exercise such powers and rights.

 

     SECTION 4. Books and Records. The books and records of the Corporation may

                -----------------

be kept at such places within or without the State of Delaware as the Board may

from time to time determine.

 

                                  ARTICLE VII

 

                   Certificates; Stock Record; Transfer and

                   ----------------------------------------

               Registration; New Certificates; Record Date; etc.

               -------------------------------------------------

 

     SECTION 1. Certificates for Stock. Every owner of stock of the Corporation

                ----------------------

shall be entitled to have a certificate certifying the number of shares owned by

such stockholder in the Corporation and designating the class of stock to which

such shares belong, which shall otherwise be in such form as the Board shall

prescribe. Each such certificate shall be signed by the President or a Vice

President and by the Treasurer or an Assistant Treasurer or the Secretary or an

Assistant Secretary of the Corporation. Any of or all such signatures may be

facsimiles. In case any officer, transfer agent or registrar who has signed or

whose facsimile signature has been placed upon a certificate shall have ceased

to be such officer, transfer agent or registrar before such certificate is

issued, it may nevertheless be issued by the Corporation with the same effect as

if such person were such officer, transfer agent or registrar at the date of

issue. Every certificate surrendered to the Corporation for exchange or transfer

shall be canceled and a new certificate or certificates shall not be issued in

exchange for any existing certificate until such existing certificate shall have

been so canceled, except in cases provided for in Section 4 of this Article.

 

     SECTION 2. Stock Record. A stock record in one or more counterparts shall

                ------------

be kept of the name of the person, firm or corporation owning the stock

represented by each such certificate for stock of the Corporation issued, the

number of shares represented by each such certificate, the date thereof and, in

the case of cancellation, the date of cancellation.

 

     SECTION 3. Transfer and Registration of Stock. Registration of transfers of

                ----------------------------------

shares of the Corporation shall be made only on the books of the Corporation by

the registered holder thereof, or by such holder's attorney thereunto authorized

by power of attorney duly executed and filed with the Secretary, and on the

surrender of the certificate

 

                                      -9-

<PAGE>

 

or certificates for such shares properly endorsed or accompanied by a stock

power duly executed, with any necessary transfer stamps affixed and with such

proof of authenticity of signatures and such proof of authority to make the

transfer as may be required by the Corporation or its transfer agent.

 

     SECTION 4. New Certificates.

                ----------------

 

          (A)  Lost, Stolen or Destroyed Certificates. The Board may direct a

               --------------------------------------

new share certificate or certificates to be issued by the Corporation for any

certificate or certificates alleged to have been lost, stolen, mutilated or

destroyed, upon the making of an affidavit of that fact by the person claiming

the certificate to be lost, stolen, mutilated or destroyed. When authorizing

such issue of a new certificate or certificates, the Board may, in its

discretion and as a condition precedent to the issuance thereof, require the

owner of such lost, stolen, mutilated or destroyed certificate or certificates,

or such owner's legal representative, to give the Corporation a bond in such sum

and in such form as it may direct as indemnity against any claim that may be

made against the Corporation with respect to the certificate alleged to have

been lost, stolen, mutilated or destroyed.

 

     SECTION 5. Regulations. The Board may make such rules and regulations as it

                -----------

may deem expedient, not inconsistent with these By-laws, concerning the issue,

transfer and registration of certificates for stock of the Corporation.

 

     SECTION 6. Fixing Date for Determination of Stockholders of Record. 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 to

express consent to corporate action in writing without a meeting, 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 shall not be more than 60 nor less

than 10 days before the date of such meeting, nor more than 60 days prior to any

other action. A determination of stockholders entitled to notice of or to vote

at a meeting of the stockholders shall apply to any adjournment of the meeting;

provided, however, that the Board may fix a new record date for the adjourned

meeting.

 

                                 ARTICLE VIII

 

                                     Seal

                                     ----

 

     The Board shall provide a corporate seal which shall bear the full name of

the Corporation and the year and state of its incorporation.

 

                                  ARTICLE IX

 

                                Indemnification

                                ---------------

 

                                      -10-

<PAGE>

 

     SECTION 1. Actions, Etc. Other Than By or in the Right of the Corporation.

                --------------------------------------------------------------

The Corporation shall, to the full extent legally permissible, 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, including a grand jury proceeding,

and all appeals (but excluding any such action, suit or proceeding by or in the

right of the Corporation), by reason of the fact that such person is or was a

director or executive officer (as hereinafter defined), or is or was serving at

the request of the Corporation as a director, officer, partner, trustee,

employee or agent of another Corporation, partnership, joint venture, trust or

other enterprise, against expenses (including attorneys' fees), judgments, fines

and amounts paid in settlement actually and reasonably incurred by such person

in connection with such action, suit or proceeding if such person acted in good

faith and in a manner such person reasonably believed to be in or not opposed to

the best interests of the Corporation, and, with respect to any criminal action

or proceeding, had no reasonable cause to believe the conduct in question was

unlawful. The termination of any action, suit or proceeding by judgment, order,

settlement, conviction, or upon a plea of nolo contendere or its equivalent,

                                          ---------------

shall not, of itself, create a presumption that such person did not act in good

faith and in a manner which such person reasonably believed to be in or not

opposed to the best interests of the Corporation, and, with respect to any

criminal action or proceeding, that such person had reasonable cause to believe

that the conduct in question was unlawful. As used in this Article IX, an

"executive officer" of the Corporation shall be any officer designated as such

pursuant to a vote of the Board of Directors.

 

     SECTION 2. Actions, Etc., By or in the Right of the Corporation. The

                ----------------------------------------------------

Corporation shall, to the full extent legally permissible, indemnify any person

who was or is a party or is threatened to be made a party to any threatened,

pending or completed action or suit, including appeals, by or in the right of

the Corporation to procure a judgment in its favor, by reason of the fact that

such person is or was a director or executive officer of the Corporation as

defined in Section I of this Article, or is or was serving at the request of the

Corporation as a director, officer, partner, trustee, employee or agent of

another corporation, partnership, joint venture, trust or other enterprise,

against expenses (including attorneys' fees) actually and reasonably incurred by

such person in connection with the defense or settlement of such action or suit

if such person acted in good faith and in a manner such person reasonably

believed to be in or not opposed to the best interests of the corporation,

except that no indemnification shall be made in respect of any claim, issue or

matter as to which such person shall have been adjudged to be liable to the

Corporation unless and only to the extent that the Court of Chancery or the

court in which such action or suit was brought shall determine upon application

that, despite the adjudication of liability but in view of all the circumstances

of the case, such person is fairly and reasonably entitled to indemnity for such

expenses which the Court of Chancery or such other court shall deem proper.

 

     SECTION 3. Determination of Right of Indemnification. Any indemnification

                -----------------------------------------

of a director or officer (unless ordered by a court) shall be made by the

Corporation only as authorized in the specific case upon a determination that

such indemnification is proper in the circumstances because the director or

executive officer has met the

 

                                      -11-

<PAGE>

 

applicable standard of conduct as set forth in Sections 1 and 2 hereof. Such a

determination shall be reasonably and promptly made (i) by the Board by a

majority vote of a quorum consisting of directors who were not parties to such

action, suit or proceeding, or (ii) (if such a quorum is not obtainable, or,

even if obtainable if a quorum of disinterested directors so directs) by

independent legal counsel in a written opinion, or (iii) by the stockholders.

 

     SECTION 4. Indemnification Against Expenses of Successful Party.

                ----------------------------------------------------

Notwithstanding any other provision of this Article, to the extent that a

director or officer of the Corporation has been successful in whole or in part

on the merits or otherwise, including the dismissal of an action without

prejudice, in defense of any action, suit or proceeding or in defense of any

claim, issue or matter therein, such person shall be indemnified against all

expenses incurred in connection therewith.

 

     SECTION 5. Advances of Expenses. Expenses incurred by a director or

                --------------------

executive officer in any action, suit or proceeding may be paid by the

Corporation in advance of the final disposition thereof, if such person shall

undertake to repay such amount in the event that it is ultimately determined, as

provided herein, that such person is not entitled to indemnification.

Notwithstanding the foregoing, no advance shall be made by the Corporation if a

determination is reasonably and promptly made (i) by the Board by a majority

vote of a quorum of disinterested directors, or (ii) (if such a quorum is not

obtainable or, even if obtainable, if a quorum of disinterested directors so

directs) by independent legal counsel in a written opinion, that, based upon the

facts known to the Board or such counsel at the time such determination is made,

such person has not met the relevant standards set forth for indemnification in

Section I or 2, as the case may be.

 

     SECTION 6. Right to Indemnification Upon Application; Procedure Upon

                ---------------------------------------------------------

Application. Any indemnification or advance under Sections 1, 2, 4 or 5 of this

-----------

Article shall be made promptly, and in any event within ninety days, upon the

written request of the person seeking to be indemnified, unless a determination

is reasonably and promptly made by the Board that such person acted in a manner

set forth in such Sections so as to justify the Corporation's not indemnifying

such person or making such an advance. In the event no quorum of disinterested

directors is obtainable, the Board shall promptly appoint independent legal

counsel to decide whether the person acted in the manner set forth in such

Sections so as to justify the Corporation's not indemnifying such person or

making such an advance. The right to indemnification or advances as granted by

this Article shall be enforceable by such person in any court of competent

jurisdiction, if the Board or independent legal counsel denies the claim

therefor, in whole or in part, or if no disposition of such claim is made within

ninety days.

 

     SECTION 7. Other Right and Remedies; Continuation of Rights. The

                ------------------------------------------------

indemnification and advancement of expenses provided by this Article shall not

be deemed exclusive of any other rights to which any person seeking

indemnification or advancement of expenses may be entitled under any By-law,

agreement, vote of stockholders or disinterested directors, the General

Corporation Law of the State of Delaware or otherwise, both as to action in such

person's official capacity and as to

 

                                      -12-

<PAGE>

 

action in another capacity while holding such office. All rights to

indemnification or advancement under this Article shall be deemed to be in the

nature of contractual rights bargained for and enforceable by each director and

executive officer as defined in Section 1 of this Article who serves in such

capacity at any time while this Article and other relevant provisions of the

General Corporation Law of the State of Delaware and other applicable laws, if

any, are in effect. All rights to indemnification under this Article or

advancement of expenses shall continue as to a person who has ceased to be a

director or executive officer, and shall inure to the benefit of the heirs,

executors and administrators of such a person. No repeal or modification of this

Article shall adversely affect any such rights or obligations then existing with

respect to any state of facts then or theretofore existing or any action, suit

or proceeding theretofore or thereafter brought based in whole or in part upon

any such state of facts. The Corporation shall also indemnify any person for

attorneys' fees, costs, and expenses in connection with the successful

enforcement of such person's rights under this Article.

 

     SECTION 8. Other Indemnities. The Board may, by general vote or by vote

                -----------------

pertaining to a specific officer, employee or agent, advisory council member or

class thereof, authorize indemnification of the Corporation's employees and

agents, in addition to those executive officers and to whatever extent it may

determine, which may be in the same mariner and to the same extent provided

above.

 

     SECTION 9. Insurance. Upon resolution passed by the Board of Directors, the

                ---------

Corporation may purchase and maintain insurance on behalf of any person who is

or was a director, officer, employee, advisory council member or agent of the

Corporation, or is or was serving at the request of the Corporation, as a

director, officer, employee or agent of another corporation, partnership, joint

venture, trust or other enterprise against any liability asserted against such

person and incurred by such person in any such capacity, or arising out of such

status as such, whether or not the Corporation would have the power to indemnify

such person against such liability under the provisions of this Article.

 

     SECTION 10. Constituent Corporations. For the purposes of this Article,

                 ------------------------

references to "the Corporation" shall include, in addition to the resulting

corporation, any constituent corporations (including any constituent of a

constituent) absorbed in a consolidation or merger which, if its separate

existence had continued, would have had power and authority to indemnify its

directors and officers so that any person who is or was a director or officer of

such a constituent corporation or is or was serving at the request of such

constituent corporation as a director or officer of another corporation,

partnership, joint venture, trust or other enterprise shall stand in the same

position under the provisions of this Article with respect to the resulting or

surviving corporation as such person would have with respect to such constituent

corporation if its separate existence had continued.

 

     SECTION 11. Savings Clause. If this Article or any portion hereof shall be

                 --------------

invalidated on any ground by any court of competent jurisdiction, then the

Corporation shall nevertheless indemnify each director, executive officer,

advisory council member, and those employees and agents of the Corporation

granted indemnification pursuant to

 

                                      -13-

<PAGE>

 

Section 3 hereof as to expenses (including attorneys' fees), judgments, fines

and amounts paid in settlement with respect to any a action, suit or proceeding,

whether civil, criminal, administrative or investigative including grand jury

proceeding, and all appeals, and any action by the Corporation, to the full

extent permitted by any applicable portion of this Article that shall not have

been invalidated or by any other applicable law.

 

     SECTION 12. Other Enterprises, Fines, and Serving at Corporation's Request.

                 --------------------------------------------------------------

For purposes of this Article, references to "other enterprises" shall include

employee benefit plans; references to "fines" shall include any excise taxes

assessed on a person with respect to any employee benefit plan; and references

to "serving at the request of the Corporation" shall include any service as a

director, officer, employee or agent of the Corporation which imposes duties on,

or involves services by, such director, officer, employee, or agent with respect

to any employee benefit plan, its participants, or beneficiaries; and a person

who acted in good faith and in a manner such person reasonably believed to be in

the interest of the participants and beneficiaries of any employee benefit plan

shall be deemed to have acted in a manner "not opposed to the best interests of

the Corporation" as referred to in this Article.

 

                                   ARTICLE X

 

                                   Dividends

                                   ---------

 

     Subject to the applicable provision of the Certificate of Incorporation, if

any, dividends upon the outstanding shares of the Corporation may be declared by

the Board at any regular or special meeting pursuant to law and may be paid in

cash, in property, or in shares of the Corporation.

 

                                  ARTICLE XI

 

                                  Fiscal Year

                                  -----------

 

     The fiscal year of the Corporation shall be determined by resolution of the

Board.

 

                                  ARTICLE XII

 

                                  Amendments

                                  ----------

 

     These By-laws may be amended, altered or repealed either by the affirmative

vote of the holders of a majority of the stock issued and outstanding and

entitled to vote in respect thereof and represented in person or by proxy at any

annual or special meeting of the stockholders, or by the Board at any regular or

special meeting of the Board.

 

[As Filed: 11-14-2000]