AMENDED AND RESTATED BYLAWS
 
                                       OF
 
                             GREENFIELD ONLINE, INC.
                            (a Delaware corporation)
 
                 Amended and restated as of [           ], 2004
 
 
 
 
 
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                                TABLE OF CONTENTS
 
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<S>      <C>                                                                                                       <C>
                                                       ARTICLE I
                                                   CORPORATE OFFICES
 
1.1      REGISTERED OFFICE..........................................................................................5
1.2      OTHER OFFICES..............................................................................................5
 
                                                      ARTICLE II
                                               MEETINGS OF STOCKHOLDERS
 
2.1      PLACE OF MEETINGS..........................................................................................5
2.2      ANNUAL MEETING.............................................................................................5
2.3      SPECIAL MEETING............................................................................................5
2.4      NOTICE OF STOCKHOLDERS' MEETINGS...........................................................................6
2.5      MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE...............................................................6
2.6      QUORUM.....................................................................................................6
2.7      ADJOURNED MEETING; NOTICE..................................................................................7
2.8      CONDUCT OF BUSINESS........................................................................................7
2.9      VOTING.....................................................................................................7
2.10     VALIDATION OF MEETINGS; WAIVER OF NOTICE; CONSENT..........................................................8
2.11     STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING....................................................8
2.12     RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS................................................8
2.13     PROXIES....................................................................................................9
2.14     INSPECTORS OF ELECTION.....................................................................................9
2.15     ADVANCE NOTICE OF STOCKHOLDER BUSINESS....................................................................10
2.16     ADVANCE NOTICE OF DIRECTOR NOMINATIONS....................................................................11
 
                                                      ARTICLE III
                                                       DIRECTORS
 
3.1      POWERS....................................................................................................12
3.2      NUMBER AND TERM OF OFFICE.................................................................................12
3.3      RESIGNATION AND VACANCIES.................................................................................13
3.4      REMOVAL...................................................................................................13
3.5      PLACE OF MEETINGS; MEETINGS BY TELEPHONE..................................................................13
3.6      REGULAR MEETINGS..........................................................................................13
3.7      SPECIAL MEETINGS; NOTICE..................................................................................14
3.8      QUORUM....................................................................................................14
3.9      WAIVER OF NOTICE..........................................................................................14
3.10     ADJOURNMENT...............................................................................................15
3.11     NOTICE OF ADJOURNMENT.....................................................................................15
3.12     BOARD OR COMMITTEE ACTION BY UNANIMOUS WRITTEN CONSENT WITHOUT A MEETING..................................15
3.13     FEES AND COMPENSATION OF DIRECTORS........................................................................15
3.14     INTERESTED DIRECTORS AND OFFICERS.........................................................................15
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<TABLE>
<S>      <C>                                                                                                       <C>
                                                      ARTICLE IV
                                                      COMMITTEES
 
4.1      COMMITTEES OF DIRECTORS...................................................................................16
4.2      MEETINGS AND ACTION OF COMMITTEES.........................................................................16
 
                                                       ARTICLE V
                                                       OFFICERS
 
5.1      OFFICERS..................................................................................................17
5.2      ELECTION OF OFFICERS......................................................................................17
5.3      SUBORDINATE OFFICERS......................................................................................17
5.4      REMOVAL AND RESIGNATION OF OFFICERS.......................................................................17
5.5      VACANCIES IN OFFICES......................................................................................18
5.6      CHAIRMAN OF THE BOARD.....................................................................................18
5.7      CHIEF EXECUTIVE OFFICER...................................................................................18
5.8      PRESIDENT.................................................................................................18
5.9      VICE PRESIDENTS...........................................................................................18
5.10     SECRETARY.................................................................................................19
5.11     CHIEF FINANCIAL OFFICER...................................................................................19
 
                                                      ARTICLE VI
                          INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND OTHER AGENTS
 
6.1      POWER TO INDEMNIFY IN ACTIONS, SUITS OR PROCEEDINGS OTHER THAN THOSE BY OR IN THE RIGHT OF THE
         CORPORATION...............................................................................................20
6.2      POWER TO INDEMNIFY IN ACTIONS, SUITS OR PROCEEDINGS BY OR IN THE RIGHT OF THE CORPORATION.................20
6.3      AUTHORIZATION OF INDEMNIFICATION..........................................................................21
6.4      GOOD FAITH DEFINED........................................................................................21
6.5      INDEMNIFICATION BY A COURT................................................................................22
6.6      EXPENSES PAYABLE IN ADVANCE...............................................................................22
6.7      NONEXCLUSIVITY OF INDEMNIFICATION AND ADVANCEMENT OF EXPENSES.............................................22
6.8      INSURANCE.................................................................................................23
6.9      CERTAIN DEFINITIONS.......................................................................................23
6.10     SURVIVAL OF INDEMNIFICATION AND ADVANCEMENT OF EXPENSES...................................................23
6.11     LIMITATION ON INDEMNIFICATION.............................................................................24
6.12     INDEMNIFICATION OF EMPLOYEES AND AGENTS...................................................................24
6.13     EFFECT OF AMENDMENT OR REPEAL.............................................................................24
 
                                                      ARTICLE VII
                                                  RECORDS AND REPORTS
 
7.1      MAINTENANCE AND INSPECTION OF RECORDS.....................................................................24
7.2      INSPECTION BY DIRECTORS...................................................................................25
7.3      ANNUAL STATEMENT TO STOCKHOLDERS..........................................................................25
7.4      REPRESENTATION OF SHARES OF OTHER CORPORATIONS............................................................25
</TABLE>
 
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<S>      <C>                                                                                                       <C>
                                                     ARTICLE VIII
                                                    GENERAL MATTERS
 
8.1      RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING.....................................................26
8.2      CHECKS; DRAFTS; EVIDENCES OF INDEBTEDNESS.................................................................26
8.3      CORPORATE CONTRACTS AND INSTRUMENTS: HOW EXECUTED.........................................................26
8.4      STOCK CERTIFICATES; PARTLY PAID SHARES....................................................................26
8.5      SPECIAL DESIGNATION ON CERTIFICATES.......................................................................27
8.6      LOST CERTIFICATES.........................................................................................27
8.7      CONSTRUCTION; DEFINITIONS.................................................................................27
 
                                                      ARTICLE IX
                                           NOTICE BY ELECTRONIC TRANSMISSION
 
9.1      NOTICE BY ELECTRONIC TRANSMISSION.........................................................................28
9.2      DEFINITION OF ELECTRONIC TRANSMISSION.....................................................................28
9.3      INAPPLICABILITY...........................................................................................29
 
                                                       ARTICLE X
                                                      AMENDMENTS
</TABLE>
 
 
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                           AMENDED AND RESTATED BYLAWS
 
                                       OF
 
                             GREENFIELD ONLINE, INC.
                            (A DELAWARE CORPORATION)
 
                                    ARTICLE I
                                CORPORATE OFFICES
 
1.1 REGISTERED OFFICE
 
The registered office of the corporation shall be fixed in the Certificate of
Incorporation of the corporation.
 
1.2 OTHER OFFICES
 
The board of directors may at any time establish branch or subordinate 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 from time to time by the board of directors. In the
absence of any such designation, stockholders' meetings shall be held at the
registered office of the corporation.
 
2.2 ANNUAL MEETING
 
The annual meeting of stockholders shall be held each year on a date and at a
time designated from time to time by the board of directors. At the 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 of
directors, by the chairman of the board or by the chief executive officer (or,
in the absence of a chief executive officer, by the president), but such special
meetings may not be called by any other person or persons. If a special meeting
is called by
 
<PAGE>
 
the chairman of the board or by the chief executive officer (or, in the absence
of a chief executive officer, by the president), the request shall be in
writing, specifying the time of such meeting and the general nature of the
business proposed to be transacted, and shall be delivered personally or sent by
registered mail or by fax transmission to the secretary of the corporation. No
business may be transacted at such special meeting otherwise than specified in
the notice of such special meeting delivered to stockholders (or any supplement
thereto).
 
2.4 NOTICE OF STOCKHOLDERS' MEETINGS
 
All notices of meetings of stockholders shall be sent or otherwise given in
accordance with Section 2.5 of these bylaws not less than ten (10) nor more than
sixty (60) days before the date of the meeting to all stockholders entitled to
vote at such meetings. The notice shall specify the place, date, and hour of the
meeting and (i) in the case of a special meeting, the general nature of the
business to be transacted (no business other than that specified in the notice
(or in any supplement thereto) may be transacted) or (ii) in the case of the
annual meeting, those matters which the board of directors, at the time of
giving the notice, intends to present for action by the stockholders (but any
proper matter may be presented at the meeting for such action). The notice of
any meeting at which directors are to be elected shall include the name of any
nominee or nominees who, at the time of the notice, the board intends to present
for election.
 
2.5 MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE
 
Written notice of any meeting of stockholders shall be given by first-class mail
or by facsimile, telegraphic or other written communication or in such other
manner as permitted by law. Notices shall be sent charges prepaid and shall be
addressed to the stockholder at the address of that stockholder appearing on the
books of the corporation or given by the stockholder to the corporation for the
purpose of notice. Notice shall be deemed to have been given at the time when
delivered personally or deposited in the mail or sent by telegram or other means
of written communication. If any notice addressed to a stockholder at the
address of that stockholder appearing on the books of the corporation is
returned to the corporation by the United States Postal Service marked to
indicate that the United States Postal Service is unable to deliver the notice
to the stockholder at that address, then all future notices or reports shall be
deemed to have been duly given without further mailing if the same shall be
available to the stockholder on written demand of the stockholder at the
principal executive office of the corporation for a period of one (1) year from
the date of the giving of the notice.
 
An affidavit of the mailing or other means of giving any notice (or supplement
thereto) of any stockholders' meeting, executed by the secretary, assistant
secretary or any transfer agent of the corporation giving the notice, shall be
prima facie evidence of the giving of such notice (or supplement thereto).
 
2.6 QUORUM
 
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The presence in person or by proxy of the holders of a majority of the shares
entitled to vote thereat constitutes a quorum for the transaction of business at
all meetings of stockholders. The stockholders present at a duly called or held
meeting at which a quorum is present may continue to do business for which such
meeting is called until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum.
 
2.7 ADJOURNED MEETING; NOTICE
 
Any stockholders' meeting, annual or special, whether or not a quorum is
present, may be adjourned from time to time by the vote of the majority of the
shares represented at that meeting, either in person or by proxy, or by the
chairman of the meeting. In the absence of a quorum, no other business may be
transacted at that meeting except as has been transacted while a quorum was
present, if any, as provided in Section 2.6 of these bylaws. When any meeting of
stockholders, either annual or special, is adjourned to another time or place,
notice need not be given of the adjourned meeting if the time and place are
announced at the meeting at which the adjournment is taken. However, if a new
record date for the adjourned meeting is fixed or if the adjournment is for more
than thirty (30) days from the date set for the original meeting, then notice of
the adjourned meeting shall be given. Notice of any such adjourned meeting shall
be given to each stockholder of record entitled to vote at the adjourned meeting
in accordance with the provisions of Sections 2.4 and 2.5 of these bylaws. At
any adjourned meeting the corporation may transact any business that might have
been transacted at the original meeting.
 
2.8 CONDUCT OF BUSINESS
 
The chairman 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 2.12 of these bylaws,
subject to the provisions of Sections 217 and 218 of the General Corporation Law
of Delaware (relating to voting rights of fiduciaries, pledgors and joint
owners, and to voting trusts and other voting agreements). Except as may be
otherwise provided in the Certificate of Incorporation, each outstanding share,
regardless of class, shall be entitled to one vote on each matter submitted to a
vote of the stockholders. If a quorum is present, in all matters other than the
election of directors, the affirmative vote of the majority of the shares
represented and voting at a duly held meeting (which shares voting affirmatively
also constitute at least a majority of the required quorum) shall be the act of
the stockholders, unless the vote of a greater number or a vote by classes is
required by law, by applicable rules of The Nasdaq Stock Market, by the
Certificate of Incorporation or by these bylaws. Subject to the rights of any
holders of Preferred Stock of the corporation, directors shall be elected by a
plurality of the votes of the shares present in person or represented at the
meeting and
 
<PAGE>
 
entitled to vote in the election of directors. The board of directors, in its
discretion, or the officer of the corporation presiding at a meeting of
stockholders, in such officer's discretion, may require that any votes cast at
such meeting shall be cast by written ballot.
 
2.10 VALIDATION OF MEETINGS; WAIVER OF NOTICE; CONSENT
 
The transactions of any meeting of stockholders, either annual or special,
however called and noticed, and wherever held, shall be as valid as though they
had been taken at a meeting duly held after regular call and notice, if a quorum
be present either in person or by proxy, and if, either before or after the
meeting, each person entitled to vote, who was not present in person or by
proxy, signs a written waiver of notice or a consent to the holding of the
meeting or an approval of the minutes thereof. The waiver of notice or consent
or approval need not specify either the business to be transacted or the purpose
of any annual or special meeting of stockholders. All such waivers, consents,
and approvals shall be filed with the corporate records or made a part of the
minutes of the meeting. Any stockholder so waiving notice of such meeting shall
be bound by the proceedings of such meeting in all respects as if due notice
thereof had been given. Attendance by a person at a meeting shall also
constitute a waiver of notice of and presence at that meeting, except when the
person objects at the beginning of the meeting to the transaction of any
business because the meeting is not lawfully called or convened. Attendance at a
meeting is not a waiver of any right to object to the consideration of matters
required by law to be included in the notice of the meeting but not so included,
if that objection is expressly made at the meeting.
 
2.11 STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING
 
Subject to the rights of the holders of the shares of any series of Preferred
Stock of the corporation or any other class of stock or series thereof having a
preference over the Common Stock of the corporation as dividend or upon
liquidation, any action required or permitted to be taken by the stockholders of
the corporation (if the corporation has more than one stockholder at such time)
must be effected at a duly called annual or special meeting of stockholders of
the corporation and may not be effected by any consent in writing by such
stockholders.
 
2.12 RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS
 
For purposes of determining the stockholders entitled to notice of any meeting
or to vote thereat or entitled to give consent to corporate action without a
meeting, the board of directors may fix, in advance, a record date, which shall
not be more than sixty (60) days nor less than ten (10) days before the date of
any such meeting nor more than sixty (60) days before any such action without a
meeting, and in such event only stockholders of record on the date so fixed are
entitled to notice and to vote or to give consents, as the case may be,
notwithstanding any transfer of any shares on the books of the corporation after
the record date. If the board of directors does not so fix a record date:
 
<PAGE>
 
      a)    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 business day next preceding the day on which notice
            is given, or, if notice is waived, at the close of business on the
            business day next preceding the day on which the meeting is held;
            and
 
      b)    the record date for determining stockholders entitled to give
            consent to corporate action in writing without a meeting, (i) when
            no prior action by the board has been taken, shall be the day on
            which the first written consent is given as required by Section
            2.11, or (ii) when prior action by the board has been taken, shall
            be at the close of business on the day on which the board adopts the
            resolution relating to that action.
 
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;
providing, however, that the board of directors may fix a new record date for
the adjourned meeting. The record date for any other purpose shall be as
provided in Article VIII of these bylaws.
 
2.13 PROXIES
 
Every person entitled to vote for directors, or on any other matter, shall have
the right to do so either in person or by one or more agents authorized by a
written proxy signed by the person and filed with the secretary of the
corporation, but no such proxy shall be voted or acted upon after three (3)
years from its date, unless the proxy provides for a longer period. A proxy
shall be deemed signed if the stockholder's name is placed on the proxy (whether
by manual signature, typewriting, telegraphic transmission or otherwise) by the
stockholder or the stockholder's attorney-in-fact. The revocability of a proxy
that states on its face that it is irrevocable shall be governed by the
provisions of Section 212(e) of the General Corporation Law of Delaware.
 
2.14 INSPECTORS OF ELECTION
 
The board of directors of the corporation may adopt by resolution such rules and
regulations for the conduct of the meeting of the stockholders as it shall deem
appropriate. Except to the extent inconsistent with such rules and regulations
as adopted by the board of directors, the chairman of any meeting of the
stockholders shall have the right and authority to prescribe such rules,
regulations and procedures and to do all such acts as, in the judgment of such
chairman, are appropriate for the proper conduct of the meeting. Such rules,
regulations or procedures, whether adopted by the board of directors or
prescribed by the chairman of the meeting, and such acts may include, without
limitation, the following: (i) the establishment of an agenda or order of
business for the meeting; (ii) the determination of when the polls shall open
and close for any given matter to be voted on at the meeting; (iii) rules and
procedures for maintaining order at the meeting and the safety of those present;
(iv) limitations on attendance at or participation in the meeting to
stockholders of record of the corporation, their duly authorized and constituted
proxies or such other persons as the chairman of the meeting
 
<PAGE>
 
shall determine; (v) restrictions on entry to the meeting after the time fixed
for the commencement thereof; (vi) limitations on the time allotted to questions
or comments by participants; (vii) determination of 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; (viii) counting and tabulation of all votes or consents; (ix)
hearing and determining all challenges and questions in any way arising in
connection with the right to vote; (x) any other acts that may be proper to
conduct the election or vote with fairness to all stockholders; and (xi) the
appointment of an inspector or inspectors of election to act at the meeting or
its adjournment in respect of one or more of the foregoing matters. The board of
directors or chairman may hear and determine all challenges and questions in any
way arising in connection with the right to vote.
 
2.15 ADVANCE NOTICE OF STOCKHOLDER BUSINESS
 
To be properly brought before an annual meeting, any 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 (i) who is a stockholder of
record on the date of the giving of the notice provided for in this Section 2.15
and on the record date for the determination of stockholders entitled to vote at
such annual meeting, and (ii) who complies with the notice procedures set forth
in this Section 2.15. For such business to be considered properly brought before
the meeting by a stockholder such stockholder must, in addition to any other
applicable requirements, have given timely notice and in proper form of such
stockholder's intent to bring such business before such meeting. To be timely,
such stockholder's notice must be delivered to or mailed and received by the
secretary of the corporation at the principal executive offices of the
corporation not less than ninety (90) days prior to the anniversary date of the
immediately preceding annual meeting; provided, however, that in the event the
annual meeting is called for a date that is not within thirty (30) days before
or after such anniversary date, notice by the stockholder to be timely must be
so received not later than the close of business on the tenth (10th) day
following the day on which such notice of the date of the meeting was mailed or
such public disclosure made, whichever occurs first. To be in proper form, a
stockholder's notice to the secretary shall set forth:
 
      a)    the name and record address of the stockholder who intends to
            propose the business and the class or series and number of shares of
            capital stock of the corporation which are owned beneficially or of
            record by such stockholder;
 
      b)    a representation that the stockholder is a holder of record of stock
            of the corporation entitled to vote at such meeting and intends to
            appear in person or by proxy at the meeting introduce the business
            specified in the notice;
 
      c)    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; and
 
      d)    any material interest of the stockholder in such business.
 
<PAGE>
 
No business shall be conducted at the annual meeting of stockholders except
business brought before the annual meeting in accordance with the procedures set
forth in this Section; provided, however, that, once business has been properly
brought before the annual meeting in accordance with such procedures, nothing in
this Section 2.15 shall be deemed to preclude discussion by any stockholder of
any such business. The chairman of the meeting may refuse to acknowledge the
proposal of any business not made in compliance with the foregoing procedure.
 
2.16 ADVANCE NOTICE OF DIRECTOR NOMINATIONS
 
Only persons who are nominated in accordance with the following procedures shall
be eligible for election as directors of the corporation, except as may be
otherwise provided in the Certificate of Incorporation with respect to the right
of holders of Preferred Stock of the corporation to nominate and elect a
specified number of directors in certain circumstances. To be properly brought
before an annual meeting, meeting of stockholders, or any special meeting of
stockholders called for the purpose of electing directors, nominations for the
election of director must be: (a) specified in the notice of meeting (or any
supplement thereto); (b) made by or at the direction of the board of directors
(or any duly authorized committee thereof); or (c) made by any stockholder of
the corporation (i) who is a stockholder of record on the date of the giving of
the notice provided for in this Section 2.16 and on the record date for the
determination of stockholders entitled to vote at such meeting and (ii) who
complies with the notice procedures set forth in this Section 2.16.
 
In addition to any other applicable requirements, for a nomination to be made by
a stockholder, such stockholder must have given timely notice thereof in proper
written form to the secretary of the corporation. To be timely, a stockholder's
notice to the secretary must be delivered to or mailed and received at the
principal executive offices of the corporation (a) in the case of an annual
meeting, not less than ninety (90) days prior to the anniversary date of the
immediately preceding annual meeting of stockholders; provided, however, that in
the event that the annual meeting is called for a date that is not within thirty
(30) days before or after such anniversary date, notice by the stockholder in
order to be timely must be so received not later than the close of business on
the tenth (10th) day following the day on which such notice of the date of the
annual meeting was mailed or such public disclosure of the date of the annual
meeting was made, whichever first occurs; and (b) in the case of a special
meeting of stockholders called for the purpose of electing directors, not later
than the close of business on the tenth (10th) day following the day on which
notice of the date of the special meeting was mailed or public disclosure of the
date of the special meeting was made, whichever first occurs. To be in proper
written form, a stockholder's notice to the secretary must set forth:
 
      a)    as to each person whom the stockholder proposes to nominate for
            election as a director (i) the name, age, business address and
            residence address of the person, (ii) the principal occupation or
            employment of the person, (iii) the class or series and number of
            shares of capital stock of the corporation which are owned
            beneficially or of record by the person and (iv) any other
            information relating to
 
<PAGE>
 
            the person that would be required to be disclosed in a proxy
            statement or other filings required to be made in connection with
            solicitations of proxies for election of directors pursuant to
            Section 14 of the Securities Exchange Act of 1934, as amended (the
            "Exchange Act"), and the rules and regulations promulgated
            thereunder; and
 
      b)    as to the stockholder giving the notice (i) the name and record
            address of such stockholder, (ii) the class or series and number of
            shares of capital stock of the corporation which are owned
            beneficially or of record by such stockholder, (iii) a description
            of all arrangements or understandings between such stockholder and
            each proposed nominee and any other person or persons (including
            their names) pursuant to which the nomination(s) are to be made by
            such stockholder, (iv) a representation that such stockholder
            intends to appear in person or by proxy at the meeting to nominate
            the persons named in its notice and (v) any other information
            relating to such stockholder that would be required to be disclosed
            in a proxy statement or other filings required to be made in
            connection with solicitations of proxies for election of directors
            pursuant to Section 14 of the Exchange Act and the rules and
            regulations promulgated thereunder. Such notice must be accompanied
            by a written consent of each proposed nominee to being named as a
            nominee and to serve as a director if elected.
 
Subject to the rights of any holders of Preferred Stock of the corporation, no
person shall be eligible for election as a director of the corporation unless
nominated in accordance with the procedures set forth in this Section 2.16. If
the chairman of the meeting determines that a nomination was not made in
accordance with the foregoing procedures, the chairman shall declare to the
meeting that the nomination was defective and such defective nomination shall be
disregarded.
 
                                   ARTICLE III
                                    DIRECTORS
 
3.1 POWERS
 
Subject to the provisions of the General Corporation Law of Delaware and to 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 and affairs of the corporation shall be managed and all corporate
powers shall be exercised by or under the direction of the board of directors.
 
3.2 NUMBER AND TERM OF OFFICE
 
The authorized number of directors shall be established from time to time by
resolution of the board of directors or by amendment of this Section 3.2, duly
adopted by the board of directors. No reduction of the authorized number of
directors shall have the effect of removing any director before that director's
term of office expires.
 
<PAGE>
 
3.3 RESIGNATION AND VACANCIES
 
Any director may resign effective on giving written notice to the corporation
addressed to the chairman of the board, the chief executive officer (or, in the
absence of a chief executive officer, the president), the secretary or the board
of directors, unless the notice specifies a later time for that resignation to
become effective. If the resignation of a director is effective at a future
time, the board of directors (including such director whose resignation is to be
effective at a later time) may elect a successor to take office when the
resignation becomes effective. Unless otherwise required by law or the
Certificate of Incorporation, vacancies arising through death, resignation,
disqualification, removal, an increase in the number of directors or otherwise
may be filled only by a majority of the directors then in office, though less
than a quorum, or by a sole remaining director, and not by the stockholders. Any
director elected in accordance with the preceding sentence shall hold office for
the remainder of the full term of the class of directors in which the new
directorship was created or the vacancy occurred and until such director's
successor shall have been elected and qualified, or until such director's
earlier death, resignation or removal. No decrease in the number of directors
constituting the board of directors shall shorten the term of any incumbent
director.
 
3.4 REMOVAL
 
Any director may be removed from office at any time only with cause by the
affirmative vote of the holders of at least a majority of the then outstanding
shares of the capital stock of the corporation entitled to vote at an election
of directors.
 
3.5 PLACE OF MEETINGS; MEETINGS BY TELEPHONE
 
Regular meetings of the board of directors may be held at any place within or
outside the State of Delaware that has been designated from time to time by
resolution of the board of directors. In the absence of such a designation,
regular meetings shall be held at the principal executive office of the
corporation. Special meetings of the board may be held at any place within or
outside the State of Delaware that has been designated in the notice of the
meeting or, if not stated in the notice or if there is no notice, at the
principal executive office of the corporation. Any meeting, regular or special,
may be held by conference telephone or similar communication equipment, as long
as all directors participating in the meeting can hear one another; and all such
directors shall be deemed to be present in person at the meeting.
 
3.6 REGULAR MEETINGS
 
Regular meetings of the board of directors may be held without notice if the
times of such meetings are fixed by the board of directors and publicized among
all directors, either orally or in writing, by telephone, including a
voice-messaging system or other system designed to record and communicate
messages, facsimile, telegraph or telex, or by electronic mail or other
electronic means.
 
<PAGE>
 
3.7 SPECIAL MEETINGS; NOTICE
 
Special meetings of the board of directors for any purpose or purposes may be
called at any time by the chairman of the board, the chief executive officer
(or, in the absence of a chief executive officer, the president), or any two
directors.
 
Notice of the time and place of special meetings shall be delivered personally
or by telephone to each director or sent by first-class mail, facsimile or
telegram, charges prepaid, addressed to each director at that director's address
as it is shown on the records of the corporation. If the notice is mailed, it
shall be deposited in the United States mail at least four (4) days before the
time of the holding of the meeting. If the notice is delivered personally or by
telephone or by facsimile, it shall be delivered personally or by telephone or
by facsimile machine at least forty-eight (48) hours before the time of the
holding of the meeting or on such shorter notice as the person or persons
calling such meeting may deem necessary or appropriate in the circumstances. Any
oral notice given personally or by telephone may be communicated either to the
director or to a person at the office of the director who the person giving the
notice has reason to believe will promptly communicate it to the director. An
affidavit of the secretary or an assistant secretary 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.
 
3.8 QUORUM
 
Except as otherwise required by law, a majority of the authorized number of
directors shall constitute a quorum for the transaction of business, except to
adjourn as provided in Section 3.10 of these bylaws. Every act or decision done
or made by a majority of the directors present at a duly held meeting at which a
quorum is present shall be regarded as the act of the board of directors,
subject to the provisions of the Certificate of Incorporation and applicable
law.
 
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 WAIVER OF NOTICE
 
Notice of a meeting need not be given to any director (i) who signs a waiver of
notice or a consent to holding the meeting or an approval of the minutes
thereof, whether before or after the meeting, or (ii) who attends the meeting
without protesting, prior thereto or at its commencement, the lack of notice to
such directors. All such waivers, consents, and approvals shall be filed with
the corporate records or made part of the minutes of the meeting. A waiver of
notice need not specify the purpose of any regular or special meeting of the
board of directors.
 
<PAGE>
 
3.10 ADJOURNMENT
 
A majority of the directors present, whether or not constituting a quorum, may
adjourn any meeting to another time and place.
 
3.11 NOTICE OF ADJOURNMENT
 
Notice of the time and place of holding an adjourned meeting need not be given
unless the meeting is adjourned for more than twenty-four (24) hours. If the
meeting is adjourned for more than twenty-four (24) hours, then notice of the
time and place of the adjourned meeting shall be given before the adjourned
meeting takes place, in the manner specified in Section 3.7 of these bylaws, to
the directors who were not present at the time of the adjournment.
 
3.12 BOARD OR COMMITTEE ACTION BY UNANIMOUS WRITTEN CONSENT WITHOUT A MEETING
 
Any action required or permitted to be taken by the board of directors or any
committee thereof may be taken without a meeting, provided that all the members
of the board individually or collectively consent in writing to that action.
Such action by unanimous written consent shall have the same force and effect as
a unanimous vote of the board of directors. Such unanimous written consent and
any counterparts thereof shall be filed with the minutes of the proceedings of
the board.
 
3.13 FEES AND COMPENSATION OF DIRECTORS
 
Directors and members of committees may receive such compensation, if any, for
their services and such reimbursement of expenses as may be fixed or determined
by resolution of the board of directors. The Compensation Committee (as
designated by the board of directors from time to time) will be responsible for
determining the compensation of the members of the board of directors. This
Section 3.13 shall not be construed to preclude any director from serving the
corporation in any other capacity as an officer, agent, employee or otherwise
and receiving compensation for those services.
 
3.14 INTERESTED DIRECTORS AND OFFICERS
 
No contract or transaction between the corporation and one or more of its
directors or officers, or between the corporation and any other corporation,
partnership, association, or other organization in which one or more of its
directors or officers are directors or officers or have a financial interest,
shall be void or voidable solely for this reason, or solely because the director
or officer is present at or participates in the meeting of the board of
directors or committee thereof which authorizes the contract or transaction, or
solely because the director or officer's vote is counted for such purpose if:
(i) the material facts as to the director or officer's relationship or interest
and as to the contract or transaction are disclosed or are known to the board of
directors or the committee, and the board of directors or committee in good
faith authorizes the contract or transaction by
 
<PAGE>
 
the affirmative votes of a majority of the disinterested directors, even though
the disinterested directors be less than a quorum; (ii) the material facts as to
the director or officer's relationship or interest and as to the contract or
transaction are disclosed or are known to the stockholders entitled to vote
thereon, and the contract or transaction is specifically approved in good faith
by vote of the stockholders; or (iii) the contract or transaction is fair as to
the corporation as of the time it is authorized, approved or ratified by the
board of directors, a committee thereof or the stockholders. Common or
interested directors may be counted in determining the presence of a quorum at a
meeting of the board of directors or of a committee that authorizes the contract
or transaction.
 
                                   ARTICLE IV
                                   COMMITTEES
 
4.1 COMMITTEES OF DIRECTORS
 
The board of directors may designate one (1) or more committees, each consisting
of one (1) or more directors, to serve at the pleasure of the board. The board
may designate one (1) or more directors as alternate members of any committee,
who may replace any absent member at any meeting of the committee. In the
absence or disqualification of a member of a committee, and in the absence of a
designation by the board of directors of an alternate member to replace the
absent or disqualified member, the member or members thereof present at any
meeting and not disqualified from voting, whether or not such member or members
constitute a quorum, may unanimously appoint another member of the board of
directors to act at the meeting in the place of any absent or disqualified
member. Any committee, to the extent permitted by law and provided in the
resolution establishing such committee, shall have and may exercise all the
powers and authority of the board of directors 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 which may require it; provided, however, that no such
committee shall have the power or authority in reference to the following
matter: (i) approving or adopting, or recommending to the stockholders, any
action or matter expressly required by the General Corporation Law of Delaware
to be submitted to stockholders for approval; (ii) adopting, amending or
repealing any bylaw of the corporation; or (iii) amending the Certificate of
Incorporation of the corporation. Each committee shall keep regular minutes and
report to the board of directors when required.
 
4.2 MEETINGS AND ACTION OF COMMITTEES
 
Meetings and actions of committees shall be governed by, and held and taken in
accordance with, the provisions of Article III of these bylaws, Section 3.5
(place of meetings and meetings by telephone), Section 3.6 (regular meetings),
Section 3.7 (special meetings and notice), Section 3.8 (quorum), Section 3.9
(waiver of notice), Section 3.10 (adjournment), Section 3.11 (notice of
adjournment), and Section 3.12 (action without meeting), with such changes in
the context of those bylaws as are necessary to substitute the committee and its
members for the board of directors and its members; provided, however, that the
time of regular meetings of committees may be determined either by
 
<PAGE>
 
resolution of the board of directors or by resolution of the committee, that
special meetings of committees may also be called by resolution of the board of
directors, and that 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 of directors 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 chief executive officer, a president,
a chief financial officer, a treasurer and a secretary. The corporation may also
have, at the discretion of the board of directors, a chairman of the board, a
vice-chairman of the board, one or more vice presidents, one or more assistant
treasurers, additional assistant secretaries, and such other officers as may be
appointed in accordance with the provisions of Section 5.3 of these bylaws. Any
number of offices may be held by the same person.
 
5.2 ELECTION OF OFFICERS
 
The officers of the corporation, except such officers as may be appointed in
accordance with the provisions of Section 5.3 of these bylaws, shall be chosen
by the board of directors, subject to the rights, if any, of an officer under
any contract of employment.
 
5.3 SUBORDINATE OFFICERS
 
The board of directors may appoint, or may empower the chief executive officer
(or, in the absence of a chief executive officer, the president) to appoint,
such other officers as the business of the corporation may require, each of whom
shall hold office for such period, have such authority, and perform such duties
as are provided in these bylaws or as the board of directors 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 the board of
directors at any regular or special meeting of the board or, except in case of
an officer chosen by the board of directors, by any officer upon whom such power
of removal may be conferred by the board of directors. The chief executive
officer or the president may remove, either with or without cause, those
officers subordinate to the chief executive officer or president that he or she
has appointed independent of the board of directors. 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; and, unless otherwise specified in that notice, the acceptance
of the resignation shall not be
 
<PAGE>
 
necessary to make it effective. Any resignation is without prejudice to the
rights, if any, of the corporation under any contract to which the resigning
officer is a party.
 
5.5 VACANCIES IN OFFICES
 
A vacancy in any office because of death, resignation, removal, disqualification
or any other cause shall be filled in the manner prescribed in these bylaws for
regular appointments to that office.
 
5.6 CHAIRMAN OF THE BOARD
 
The chairman of the board, if such an officer is elected, shall, if present,
preside at meetings of the board of directors and exercise and perform such
other powers and duties as may from time to time be assigned to him by the board
of directors or as may be prescribed by these bylaws. If there is no chief
executive officer, then the chairman of the board shall also be the chief
executive officer of the corporation and shall have the powers and duties
prescribed in Section 5.7 of these bylaws.
 
5.7 CHIEF EXECUTIVE OFFICER
 
Subject to such supervisory powers, if any, as may be given by the board of
directors to the chairman of the board, if there be such an officer, the chief
executive officer shall be subject to the control of the board of directors and
have general supervision, direction and control of the business. He or she shall
preside at all meetings of the stockholders and, in the absence or non-existence
of the chairman of the board, at all meetings of the board of directors. He or
she shall have the general powers and duties of management usually vested in the
office of the chief executive officer of a corporation, and shall have such
other powers and perform such other duties as from time to time may be
prescribed by the board of directors or these bylaws. If there is no president,
then the chief executive officer shall also be the president of the corporation
and shall have the powers and duties prescribed in Section 5.8 of these bylaws.
The chief executive officer or the secretary shall give, or cause to be given,
notice of all meetings of the stockholders and of the board of directors
required to be given by law or by these bylaws.
 
5.8 PRESIDENT
 
In the absence or disability of the chief executive officer, and if there is no
chairman of the board, the president shall perform all the duties of the chief
executive officer and when so acting shall have the power of, and be subject to
all the restrictions upon, the chief executive officer. The president shall have
such other powers and perform such other duties as from time to time may be
prescribed for the president by the board of directors, these bylaws, the chief
executive officer or the chairman of the board.
 
5.9 VICE PRESIDENTS
 
<PAGE>
 
In the absence or disability of the president, the vice presidents, if any, in
order of their rank as fixed by the board of directors or, if not ranked, a vice
president designated by the board of directors, shall perform all the duties of
the president and when so acting shall have all the powers of, and be subject to
all the restrictions upon, the president. The vice presidents shall have such
other powers and perform such other duties as from time to time may be
prescribed for them respectively by the board of directors, these bylaws or the
president.
 
5.10 SECRETARY
 
The secretary shall keep or cause to be kept, at the principal executive office
of the corporation or such other place as the board of directors may direct, a
book of minutes of all meetings and actions of directors, committees of
directors and shareholders. The minutes shall show the time and place of each
meeting, whether regular or special (and, if special, how authorized and the
notice given), the names of those present at directors' meetings or committee
meetings, the number of shares present or represented at shareholders' meetings,
and the proceedings thereof. The secretary shall keep, or cause to be kept, at
the principal executive office of the corporation or at the office of the
corporation's transfer agent or registrar, as determined by resolution of the
board of directors, a share register, or a duplicate share register, showing the
names of all shareholders and their addresses, the number and classes of shares
held by each, the number and date of certificates evidencing such shares, and
the number and date of cancellation of every certificate surrendered for
cancellation. The secretary or the chief executive officer shall give, or cause
to be given, notice of all meetings of the shareholders and of the board of
directors required to be given by law or by these bylaws. The secretary shall
keep the seal of the corporation, if one be adopted, in safe custody and shall
have such other powers and perform such other duties as may be prescribed by the
board of directors or by these bylaws.
 
5.11 CHIEF FINANCIAL OFFICER
 
The chief financial officer shall keep and maintain, or cause to be kept and
maintained, adequate and correct books and records of accounts of the properties
and business transactions of the corporation, including accounts of its assets,
liabilities, receipts, disbursements, gains, losses, capital, retained earnings,
and shares. The books of account shall at all reasonable times be open to
inspection by any director. The chief financial officer shall deposit all money
and other valuables in the name and to the credit of the corporation with such
depositaries as may be designated in accordance with procedures established by
the board of directors. He or she shall disburse the funds of the corporation as
may be ordered by the board of directors, shall render to the chief executive
officer (or, in the absence of a chief executive officer, the president) and
directors, whenever they request it, an account of all of his transactions as
chief financial officer and of the financial condition of the corporation, and
shall have such other powers and perform such other duties as may be prescribed
by the board of directors or these bylaws. If there is no treasurer, then the
chief financial officer shall also be the treasurer of the corporation of the
corporation.
 
<PAGE>
 
                                   ARTICLE VI
       INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND OTHER AGENTS
 
6.1 POWER TO INDEMNIFY IN ACTIONS, SUITS OR PROCEEDINGS OTHER THAN THOSE BY OR
IN THE RIGHT OF THE CORPORATION
 
Subject to Section 6.3 of this Article VI, the corporation shall indemnify, to
the fullest extent permitted by the General Corporation Law of Delaware, as now
or hereafter in effect, 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 (other than an action
by or in the right of the corporation) by reason of the fact that such person
(or the legal representative of such person) is or was a director or officer of
the corporation or any predecessor of the corporation, or is or was a director
or officer of the corporation serving at the request of the corporation as a
director or officer, employee or agent of another corporation, partnership,
joint venture, trust, employee benefit plan 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 such person's conduct 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 the 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, had reasonable cause to believe that such
person's conduct was unlawful.
 
6.2 POWER TO INDEMNIFY IN ACTIONS, SUITS OR PROCEEDINGS BY OR IN THE RIGHT OF
THE CORPORATION
 
Subject to Section 6.3 of this Article VI, the corporation shall indemnify, to
the fullest extent permitted by the General Corporation Law of Delaware, as now
or hereafter in effect, 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 by or in the
right of the corporation to procure a judgment in its favor by reason of the
fact that such person (or the legal representative of such person) is or was a
director or officer of the corporation or any predecessor of the corporation, or
is or was a director or officer of the corporation serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan 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
 
<PAGE>
 
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.
 
6.3 AUTHORIZATION OF INDEMNIFICATION
 
Any indemnification under this Article VI (unless ordered by a court) shall be
made by the corporation only as authorized in the specific case upon a
determination that indemnification of the director or officer is proper in the
circumstances because such person has met the applicable standard of conduct set
forth in Section 6.1 or Section 6.2 of this Article VI, as the case may be. Such
determination shall be made, with respect to a person who is a director or
officer at the time of such determination: (i) by a majority vote of the
directors who are not parties to such action, suit or proceeding, even though
less than a quorum; (ii) by a committee of such directors designated by a
majority vote of such directors, even though less than a quorum; (iii) if there
are no such directors, or if such directors so direct, by independent legal
counsel in a written opinion; or (iv) by the stockholders (but only if a
majority of the directors who are not parties to such action, suit or
proceeding, if they constitute a quorum of the board of directors, presents the
issue of entitlement to indemnification to the stockholders for their
determination). Such determination shall be made, with respect to former
directors and officers, by any person or persons having the authority to act on
the matter on behalf of the corporation. To the extent, however, that a present
or former director or officer of the corporation has been successful on the
merits or otherwise in defense of any action, suit or proceeding described
above, or in defense of any claim, issue or matter therein, such person shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by such person in connection therewith, without the necessity of
authorization in the specific case.
 
6.4 GOOD FAITH DEFINED
 
For purposes of any determination under Section 6.3 of this Article VI, a person
shall be deemed to have 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, or, with respect to any criminal action or proceeding, to have had
no reasonable cause to believe such person's conduct was unlawful, if such
person's action is based on the records or books of account of the corporation
or another enterprise, or on information supplied to such person by the officers
of the corporation or another enterprise in the course of their duties, or on
the advice of legal counsel for the corporation or another enterprise or on
information or records given or reports made to the corporation or another
enterprise by an independent certified public accountant or by an appraiser or
other expert selected with reasonable care by the corporation or another
enterprise. The term "another enterprise" as used in this Section 6.4 shall mean
any other corporation or any partnership, joint venture, trust, employee benefit
plan or other enterprise of which such person is or was serving at the
 
<PAGE>
 
request of the corporation as a director, officer, employee or agent. The
provisions of this Section 6.4 shall not be deemed to be exclusive or to limit
in any way the circumstances in which a person may be deemed to have met the
applicable standard of conduct set forth in Section 6.1 or 6.2 of this Article
VI, as the case may be.
 
6.5 INDEMNIFICATION BY A COURT
 
Notwithstanding any contrary determination in the specific case under Section
6.3 of this Article VI, and notwithstanding the absence of any determination
thereunder, any director or officer may apply to the Court of Chancery in the
State of Delaware for indemnification to the extent otherwise permissible under
Sections 6.1 and 6.2 of this Article VI. The basis of such indemnification by a
court shall be a determination by such court that indemnification of the
director or officer is proper in the circumstances because such person has met
the applicable standards of conduct set forth in Section 6.1 or 6.2 of this
Article VI, as the case may be. Neither a contrary determination in the specific
case under Section 6.3 of this Article VI nor the absence of any determination
thereunder shall be a defense to such application or create a presumption that
the director or officer seeking indemnification has not met any applicable
standard of conduct. Notice of any application for indemnification pursuant to
this Section 6.5 shall be given to the corporation promptly upon the filing of
such application. If successful, in whole or in part, the director or officer
seeking indemnification shall also be entitled to be paid the expense of
prosecuting such application.
 
6.6 EXPENSES PAYABLE IN ADVANCE
 
To the fullest extent not prohibited by the General Corporation Law of Delaware,
or by any other applicable law, expenses incurred by a director or officer in
defending any civil, criminal, administrative or investigative action, suit or
proceeding shall be paid by the corporation in advance of the final disposition
of such action, suit or proceeding upon receipt of an undertaking by or on
behalf of such director or officer to repay such amount if it shall ultimately
be determined that such person is not entitled to be indemnified by the
corporation as authorized in this Article VI.
 
6.7 NONEXCLUSIVITY OF INDEMNIFICATION AND ADVANCEMENT OF EXPENSES
 
The indemnification and advancement of expenses provided by or granted pursuant
to this Article VI shall not be deemed exclusive of any other rights to which
those seeking indemnification or advancement of expenses may be entitled under
the Certificate of Incorporation, any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in such person's
official capacity and as to action in another capacity while holding such
office, it being the policy of the corporation that indemnification of the
persons specified in Sections 6.1 and 6.2 of this Article VI shall be made to
the fullest extent permitted by law. The provisions of this Article VI shall not
be deemed to preclude the indemnification of any person who is not specified in
Section 6.1 or 6.2 of this Article VI, but whom the corporation has the power or
obligation to
 
<PAGE>
 
indemnify under the provisions of the General Corporation Law of Delaware, or
otherwise. The corporation is specifically authorized to enter into individual
contracts with any or all of its directors, officers, employees or agents
respecting indemnification and advances, to the fullest extent not prohibited by
the General Corporation Law of Delaware, or by any other applicable law.
 
6.8 INSURANCE
 
To the fullest extent permitted by the General Corporation Law of Delaware or
any other applicable law, the corporation may purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
corporation, or is or was a director, officer, employee or agent of the
corporation serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise against any liability asserted against
such person and incurred by such person in any such capacity, or arising out of
such person's status as such, whether or not the corporation would have the
power or the obligation to indemnify such person against such liability under
the provisions of this Article VI.
 
6.9 CERTAIN DEFINITIONS
 
For purposes of this Article VI, references to "the corporation" shall include,
in addition to the resulting corporation, any constituent corporation (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 or officers, so that any person who is or was a director
or officer of such constituent corporation, or is or was a director or officer
of such constituent corporation serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise,
shall stand in the same position under the provisions of this Article VI 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.
For purposes of this Article VI, references to "fines" shall include any excise
taxes assessed on a person with respect to an 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 or officer with
respect to an 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 an 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 VI.
 
6.10 SURVIVAL OF INDEMNIFICATION AND ADVANCEMENT OF EXPENSES
 
The indemnification and advancement of expenses provided by, or granted pursuant
to, this Article VI shall, unless otherwise provided when authorized or
ratified, continue as
 
<PAGE>
 
to a person who has ceased to be a director or officer and shall inure to the
benefit of the heirs, executors, administrators and other personal and legal
representatives of such a person.
 
6.11 LIMITATION ON INDEMNIFICATION
 
Notwithstanding anything contained in this Article VI to the contrary, except
for proceedings to enforce rights to indemnification (which shall be governed by
Section 6.5 hereof), the corporation shall not be obligated to indemnify any
director or officer in connection with a proceeding (or part thereof) initiated
by such person unless such proceeding (or part thereof) was authorized or
consented to by the board of directors of the corporation.
 
6.12 INDEMNIFICATION OF EMPLOYEES AND AGENTS
 
The corporation may, to the extent authorized from time to time by the board of
directors, provide rights to indemnification and to the advancement of expenses
to employees and agents of the corporation similar to those conferred in this
Article VI to directors and officers of the corporation.
 
6.13 EFFECT OF AMENDMENT OR REPEAL
 
Neither any amendment or repeal of any Section of this Article VI, nor the
adoption of any provision of the Certificate of Incorporation or the bylaws
inconsistent with this Article VI, shall adversely affect any right or
protection of any director, officer, employee or other agent established
pursuant to this Article VI existing at the time of such amendment, repeal or
adoption of an inconsistent provision, including without limitation by
eliminating or reducing the effect of this Article VI, for or in respect of any
act, omission or other matter occurring, or any action or proceeding accruing or
arising (or that, but for this Article VI, would accrue or arise), prior to such
amendment, repeal or adoption of an inconsistent provision.
 
                                   ARTICLE VII
                               RECORDS AND REPORTS
 
7.1 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 of directors, 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
 
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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 to so 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 place of business. The officer who has charge of the stock ledger of a
corporation shall prepare and make, at least ten (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.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten (10) days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also 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.
 
7.2 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.
 
7.3 ANNUAL STATEMENT TO STOCKHOLDERS
 
The board of directors shall present at each annual meeting, and at any special
meeting of the stockholders when called for by vote of the stockholders, a full
and clear statement of the business and condition of the corporation.
 
7.4 REPRESENTATION OF SHARES OF OTHER CORPORATIONS
 
The chairman of the board, the chief executive officer, the president or any
other person authorized by the board of directors or the chief executive officer
or 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 herein
granted 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.
 
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                                  ARTICLE VIII
                                 GENERAL MATTERS
 
8.1 RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING
 
For purposes of determining the stockholders entitled to receive payment of any
dividend or other distribution or allotment of any rights or the stockholders
entitled to exercise any rights in respect of any other lawful action (other
than action by stockholders by written consent without a meeting), the board of
directors may fix, in advance, a record date, which shall not be more than sixty
(60) days before any such action. In that case, only stockholders of record at
the close of business on the date so fixed are entitled to receive the dividend,
distribution or allotment of rights, or to exercise such rights, as the case may
be, notwithstanding any transfer of any shares on the books of the corporation
after the record date so fixed, except as otherwise provided by law. If the
board of directors does not so fix a record date, then the record date for
determining stockholders for any such purpose shall be at the close of business
on the day on which the board adopts the applicable resolution or the sixtieth
(60th) day before the date of that action, whichever is later.
 
8.2 CHECKS; DRAFTS; EVIDENCES OF INDEBTEDNESS
 
From time to time, the board of directors shall determine by resolution which
person or persons may sign or endorse all checks, drafts, other orders for
payment of money, notes or other evidences of indebtedness that are issued in
the name of or payable to the corporation, and only the persons so authorized
shall sign or endorse those instruments.
 
8.3 CORPORATE CONTRACTS AND INSTRUMENTS: HOW EXECUTED
 
The board of directors, 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.
Unless so authorized or ratified by the board of directors or within the agency
power of an officer, no officer, agent or employee shall have any power or
authority to bind the corporation by any contract or engagement or to pledge its
credit or to render it liable for any purpose or for any amount.
 
8.4 STOCK CERTIFICATES; PARTLY PAID SHARES
 
The shares of a corporation shall be represented by certificates, provided that
the board of directors of the corporation may provide by resolution or
resolutions that some or all of any or all classes or series of 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 of
directors, every holder of stock represented by certificates and upon request
every holder of uncertificated shares shall be entitled to have a certificate
signed in the name of the
 
<PAGE>
 
corporation by: (a) the chairman or vice-chairman of the board of directors, or
the chief executive officer, president or vice-president; and (b) the chief
financial officer, treasurer, assistant treasurer, secretary or an assistant
secretary of the 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 or she were such
officer, transfer agent or registrar at the date of issue.
 
8.5 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 General Corporation Law of
Delaware, 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.
 
8.6 LOST CERTIFICATES
 
Except as provided in this Section 8.6, no new certificates for shares shall be
issued to replace a previously issued certificate unless the latter is
surrendered to the corporation and canceled at the same time. The board of
directors may, in case any share certificate or certificate for any other
security is lost, stolen or destroyed, authorize the issuance of replacement
certificates on such terms and conditions as the board may require; the board of
directors may require indemnification of the corporation secured by a bond or
other adequate security sufficient to protect the corporation against any claim
that may be made against it, including any expense or liability, on account of
the alleged loss, theft or destruction of the certificate or the issuance of the
replacement certificate.
 
8.7 CONSTRUCTION; DEFINITIONS
 
Unless the context requires otherwise, the general provisions, rules of
construction, and definitions in the General Corporation Law of Delaware 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 or other legal
entity and a natural person, unless the General Corporation Law of Delaware
requires otherwise.
 
<PAGE>
 
                                   ARTICLE IX
                        NOTICE BY ELECTRONIC TRANSMISSION
 
9.1 NOTICE BY ELECTRONIC TRANSMISSION
 
Without limiting the manner by which notice otherwise may be given effectively
to stockholders pursuant to the General Corporation Law of Delaware, the
Certificate of Incorporation or these bylaws, any notice to stockholders given
by the corporation under any provision of the General Corporation Law of
Delaware, 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:
 
      a)    the corporation is unable to deliver by electronic transmission two
            consecutive notices given by the corporation in accordance with such
            consent; and
 
      b)    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, pursuant to Section 232 of the General Corporation Law of Delaware, 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.
 
9.2 DEFINITION OF ELECTRONIC TRANSMISSION
 
<PAGE>
 
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.
 
9.3 INAPPLICABILITY
 
Notice by a form of electronic transmission shall not apply to Sections 164,
296, 311, 312 or 324 of the General Corporation Law of Delaware.
 
                                    ARTICLE X
                                   AMENDMENTS
 
In furtherance and not in limitation of the powers conferred by statute, the
board of directors is expressly authorized to adopt, alter, amend or repeal the
bylaws of the corporation. The affirmative vote of at least a majority of the
board of directors then in office shall be required in order for the board of
directors to adopt, amend, alter or repeal the corporation's bylaws. The
corporation's bylaws also may be adopted, amended, altered or repealed by the
affirmative vote of the holders of at least a majority of the voting power of
the issued and outstanding capital stock of the corporation entitled to vote in
the election of directors; provided, however, that the provisions of Sections
2.3, 2.4, 2.11, 2.15 and 2.16 and of this Article X, as well as any provision of
these bylaws concerning the authorized number of directors, the filling of
vacancies arising through death, resignation, disqualification, removal, an
increase in the number of directors or otherwise, or the removal of directors,
may be adopted, amended, altered or repealed by the stockholders only upon the
affirmative vote of the holders of at least eighty percent (80%) of the voting
power of the issued and outstanding capital stock of the corporation entitled to
vote in the election of directors. No bylaw hereafter legally adopted, amended,
altered or repealed by the stockholders of the corporation shall invalidate any
prior act of the directors or officers of the corporation which would have been
valid if such bylaw had not been adopted, amended, altered or repealed.
 
 
<PAGE>
 
 
 
               CERTIFICATE OF AMENDMENT AND RESTATEMENT OF BYLAWS
 
                                       OF
 
                             GREENFIELD ONLINE, INC.
                            (a Delaware corporation)
 
The undersigned hereby certifies that he is the duly elected Secretary of
Greenfield Online, Inc. and that the foregoing Bylaws, comprising twenty-five
(25) pages, were adopted as the Amended and Restated Bylaws of the corporation
on [         ], 2004, by the Board of Directors of the corporation.
 
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this ______th day
of ______, 2004.