SECOND AMENDED AND RESTATED BYLAWS
                                       OF
                               HEALTHSPRING, INC.
                             A DELAWARE CORPORATION
 
                                   ARTICLE I
                                    OFFICES
 
         SECTION 1. REGISTERED OFFICE. The registered office of HealthSpring,
Inc. (the "Corporation") in the State of Delaware shall be located at 9 East
Loockerman Street, #1-B, in the City of Dover, County of Kent, 19901. The name
of the Corporation's registered agent at such address shall be National
Registered Agents, Inc. The registered office and/or registered agent of the
Corporation may be changed from time to time by action of the Board of Directors
of the Corporation (the "Board Of Directors").
 
         SECTION 2. OTHER OFFICES. The Corporation may also have offices at such
other places, both within and without the State of Delaware, as the Board of
Directors may from time to time determine or the business of the Corporation may
require.
 
 
                                   ARTICLE II
                            MEETINGS OF STOCKHOLDERS
 
         SECTION 1. PLACE OF MEETINGS. The Board of Directors may designate any
place, either within or without the State of Delaware, as the place of meeting
for any annual meeting or for any special meeting.
 
         SECTION 2. ANNUAL MEETING. The annual meeting of stockholders shall be
held at such date, time and place as shall be designated by the Board of
Director and stated in a notice of meeting or in a duly executed waiver thereof.
At such annual meeting, the stockholders shall, subject to any applicable
contractual rights, elect, by a plurality vote, the Board of Directors and
transact such other business as may properly be brought before the meeting.
 
         SECTION 3. SPECIAL MEETINGS. Special meetings of the stockholders may
only be called in the manner provided in the Corporation's certificate of
incorporation as then in effect (the "Certificate of Incorporation").
 
         SECTION 4. NOTICE OF MEETINGS. Whenever stockholders are required or
permitted to take action at a meeting, written notice of each annual and special
meeting of stockholders stating the date, time and place of the meeting, and, in
the case of a special meeting, the purpose or purposes for which the meeting is
called, shall be given to each stockholder of record entitled to vote thereat
not less than ten (10) nor more than sixty (60) days before the date of the
meeting. Business transacted at any special meeting of stockholders shall be
limited to the purposes stated in the notice. Notice shall be given personally
or by mail and, if by mail, shall be sent in a postage prepaid envelope,
addressed to the stockholder at his, her or its address as the same appears on
the records of the Corporation. Notice by mail shall be deemed given at the time
when the same shall be deposited in the United States mail, postage prepaid.
Notice of any meeting shall not be required to be given to any person who
attends such meeting, except when such person attends the meeting in person or
by proxy for the express purpose of objecting, at the beginning of the meeting,
to the transaction of any business because the meeting is not lawfully called or
convened, or who, either before or after the meeting, shall submit a signed
written
 
 
 
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waiver of notice, in person or by proxy. Neither the business to be transacted
at, nor the purpose of, an annual or special meeting of stockholders need be
specified in any written waiver of notice.
 
         SECTION 5. LIST OF STOCKHOLDERS. The officer having charge of the stock
ledger of the Corporation shall prepare and make, at least ten (10) days before
each meeting of stockholders, a complete list of the stockholders entitled to
vote at the meeting, arranged in alphabetical order, showing the address of and
the number of shares registered in the name of each stockholder. Such list shall
be open to the examination of any stockholder, for any purpose germane to the
meeting for a period of at least ten (10) days prior to the meeting: (a) on a
reasonably accessible electronic network, provided that the information required
to gain access to such list is provided with the notice of the meeting, or (b)
during ordinary business hours, 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.
 
         SECTION 6. QUORUM; ADJOURNMENTS. The holders of a majority of the
voting power of the issued and outstanding stock of the Corporation entitled to
vote thereat, present in person or represented by proxy, shall constitute a
quorum for the transaction of business at all meetings of stockholders, except
as otherwise provided by statute or by the Certificate of Incorporation. If,
however, such quorum shall not be present or represented by proxy at any meeting
of stockholders, the stockholders entitled to vote thereat, present in person or
represented by proxy, shall have the power to adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present or represented by proxy. At such adjourned meeting at which a
quorum shall be present or represented by proxy, any business may be transacted
which might have been transacted at the meeting as originally called. If the
adjournment is for more than thirty (30) days, or, if after adjournment a new
record date is set, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.
 
         SECTION 7. ORGANIZATION. At each meeting of stockholders, the Chairman
of the Board, if one shall have been elected, or, in his absence or if one shall
not have been elected, the chief executive officer shall act as chairman of the
meeting. The secretary or, in his absence or inability to act, the person whom
the chairman of the meeting shall appoint secretary of the meeting shall act as
secretary of the meeting and keep the minutes thereof.
 
         SECTION 8. ORDER OF BUSINESS. The order of business at all meetings of
the stockholders shall be as determined by the chairman of the meeting.
 
         SECTION 9. VOTING. Except as otherwise provided by the Certificate of
Incorporation, the General Corporation Law of the State of Delaware or the
certificate of designation relating to any outstanding class or series of
preferred stock, each stockholder of the Corporation shall be entitled at each
meeting of stockholders to one vote for each share of capital stock of the
Corporation standing in his name on the record of stockholders of the
Corporation:
 
                  (A) on the date fixed pursuant to the provisions of Section 14
of Article II of these Bylaws as the record date for the determination of the
stockholders who shall be entitled to notice of and to vote at such meeting; or
 
                  (B) if no such record date shall have been so fixed, then at
the close of business on the day next preceding the day on which notice thereof
shall be given, or, if notice is waived, at the close of business on the date
next preceding the day on which the meeting is held.
 
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                  Each stockholder entitled to vote at any meeting of
stockholders may authorize another person or persons to act for him by a proxy
which is in writing or transmitted as permitted by law, including, without
limitation, electronically, via telegram, internet, interactive voice response
system, or other means of electronic transmission executed or authorized by such
stockholder or his attorney-in-fact, but no proxy shall be voted after three (3)
years from its date, unless the proxy provides for a longer period. Any such
proxy shall be delivered to the secretary of the meeting at or prior to the time
designated in the order of business for so delivering such proxies. Any proxy
transmitted electronically shall set forth information from which it can be
determined by the secretary of the meeting that such electronic transmission was
authorized by the stockholder. When a quorum is present at any meeting, the vote
of the holders of a majority of the voting power of the issued and outstanding
stock of the Corporation entitled to vote thereon, present in person or
represented by proxy, shall decide any question brought before such meeting,
unless the question is one upon which by express provision of statute or of the
Certificate of Incorporation or of these Bylaws, a different vote is required,
in which case such express provision shall govern and control the decision of
such question. Unless required by statute, or determined by the chairman of the
meeting to be advisable, the vote on any question need not be by ballot. On a
vote by ballot, each ballot shall be signed by the stockholder voting, or by his
proxy, if there be such proxy, and shall state the number of shares voted and
the number of votes to which each share is entitled.
 
         SECTION 10. INSPECTORS. The Board of Directors may, in advance of any
meeting of stockholders, appoint one or more inspectors to act at such meeting
or any adjournment thereof. If any of the inspectors so appointed shall fail to
appear or act, the chairman of the meeting shall, or if inspectors shall not
have been appointed, the chairman of the meeting may, appoint one or more
inspectors. Each inspector, before entering upon the discharge of his duties,
shall take and sign an oath faithfully to execute the duties of inspector at
such meeting with strict impartiality and according to the best of his ability.
The inspectors shall determine the number of shares of capital stock of the
Corporation outstanding and the voting power of each, the number of shares
represented at the meeting, the existence of a quorum, the validity and effect
of proxies, and shall receive votes, ballots or consents, hear and determine all
challenges and questions arising in connection with the right to vote, count and
tabulate all votes, ballots or consents, determine the results, and do such acts
as are proper to conduct the election or vote with fairness to all stockholders.
On request of the chairman of the meeting, the inspectors shall make a report in
writing of any challenge, request or matter determined by them and shall execute
a certificate of any fact found by them. No director or candidate for the office
of director shall act as an inspector of an election of directors. Inspectors
need not be stockholders.
 
         SECTION 11. ADVANCE NOTICE PROVISIONS FOR ELECTION OF DIRECTORS.
 
                  (A) Only persons who are nominated in accordance with the
procedures set forth in these Bylaws shall be eligible to serve as directors.
Nominations of persons for election to the Board of Directors of the Corporation
may be made at a meeting of stockholders (i) pursuant to the Corporation's
notice of the meeting, (ii) by or at the direction of the Board of Directors (or
any duly authorized committee thereof) or (iii) by any stockholder of the
Corporation who was a stockholder of record at the time of giving of notice
provided for in this Bylaw, who is entitled to vote generally in the election of
directors at the meeting and who shall have complied with the notice procedures
set forth below in Section 11(B).
 
                  (B) In order for a stockholder to nominate a person for
election to the Board of Directors of the Corporation at a meeting of
stockholders, such stockholder shall have delivered timely notice of such
stockholder's intent to make such nomination in writing to the secretary of the
Corporation.
 
 
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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 (i) in
the case of an annual meeting, not less than one hundred twenty (120) nor more
than one hundred fifty (150) days prior to the date of the first anniversary of
the previous year's annual meeting; PROVIDED, HOWEVER, that in the event the
annual meeting is scheduled to be held on a date more than thirty (30) days
prior to or delayed by more than sixty (60) days after such anniversary date,
notice by the stockholder in order to be timely must be so received not later
than the close of business on the tenth (10th) day following the earlier of the
day on which notice of the date of the meeting was mailed or public disclosure
of the meeting was made and (ii) in the case of a special meeting at which
directors are to be elected, not later than the close of business on the tenth
(10th) day following the earlier of the day on which notice of the date of the
meeting was mailed or public disclosure of the meeting was made. To be in proper
form, a stockholder's notice shall set forth (i) as to each person whom the
stockholder proposes to nominate for election as a director at such meeting (a)
the name, age, business address and residence address of the person, (b) the
principal occupation or employment of the person, (c) 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 (d) any other information relating
to the person that would be required to be disclosed in a proxy statement or
other filings required to be made in connection with solicitations of proxies
for election of directors pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"); and (ii) as to the
stockholder giving the notice and the beneficial owner, if any, on whose behalf
the proposal is made (a) the name and record address of such stockholder, as it
appears on the Corporation's books, and of such beneficial owner, if applicable,
(b) the class or series and number of shares of capital stock of the Corporation
which are owned beneficially or of record by such stockholder and such
beneficial owner, as applicable, (c) a description of all arrangements or
understandings between such stockholder and/or beneficial owner, if applicable,
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,
(d) 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 (e) 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
Regulation 14A under the Exchange Act. 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. For purposes of this section, "Public
Disclosure" shall mean disclosure in a Current Report on Form 8-K (or any
successor form) or in a press release reported by Dow Jones News Service,
Associated Press or a comparable national news service.
 
                  (C) No person shall be eligible to serve as a director of the
Corporation unless nominated in accordance with the procedures set forth in this
section. The chairman of the meeting shall, if the facts warrant, determine and
declare to the meeting that a nomination was not made in accordance with the
procedures prescribed by this section, and if he should so determine, he shall
so declare to the meeting and the defective nomination shall be disregarded. A
stockholder seeking to nominate a person to serve as a director must also comply
with all applicable requirements of the Exchange Act, and the rules and
regulations thereunder with respect to the matters set forth in this section.
 
         SECTION 12. ADVANCE NOTICE PROVISIONS FOR OTHER BUSINESS TO BE
CONDUCTED AT AN ANNUAL MEETING. At an annual meeting of the stockholders, only
such business shall be conducted as shall have been properly brought before the
meeting. To be properly brought before an annual meeting, business must be (i)
specified in the notice of meeting (or any supplement thereto) given by or at
the direction of the Board of Directors (or any duly authorized committee
thereof), (ii) brought before the meeting by or at the direction of the Board of
Directors (or any duly authorized committee thereof) or (iii) otherwise properly
brought before the meeting by a stockholder. For business to be properly brought
before an annual meeting by a stockholder, the
 
 
 
 
 
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stockholder must have given timely notice thereof in writing to the secretary of
the Corporation. To be timely, a stockholder's notice to the secretary must be
delivered to or mailed and received at the principal executive offices of the
Corporation not less than 120 nor more than 150 days prior to the date of the
first anniversary of the previous year's annual meeting; PROVIDED, HOWEVER, that
in the event the annual meeting is scheduled to be held on a date more than
thirty (30) days prior to or delayed by more than sixty (60) days after such
anniversary date, notice by the stockholder in order to be timely must be so
received not later than the tenth (10th) day following the day on which notice
of the date of the annual meeting was mailed or public disclosure of the date of
the annual meeting was made, whichever occurs first. To be in proper form, a
stockholder's notice to the secretary shall set forth as to each matter the
stockholder proposes to bring before the annual meeting (i) a brief description
of the business desired to be brought before the annual meeting, (ii) the name
and address, as they appear on the Corporation's books, of the stockholder
proposing such business and the beneficial owner, if any, on whose behalf the
proposal is made, (iii) the class and number of shares of the Corporation which
are beneficially owned by the stockholder and beneficial owner, if applicable,
(iv) any material interest of the stockholder and/or beneficial owner, if
applicable, in such business and (v) a representation that such stockholder
intends to appear in person or by proxy at the annual meeting to bring such
business before the meeting.
 
                  Notwithstanding anything in these Bylaws to the contrary, no
business shall be conducted at an annual meeting except in accordance with the
procedures set forth in this section. The presiding officer of an annual meeting
shall, if the facts warrant, determine and declare to the meeting that business
was not properly brought before the meeting and in accordance with the
provisions of this section; if he should so determine, he shall so declare to
the meeting and any such business not properly brought before the meeting shall
not be transacted. For purposes of this section, "Public Disclosure" shall mean
disclosure in a Current Report on Form 8-K (or any successor form) or in a press
release reported by Dow Jones News Service, Associated Press or a comparable
national news service. Nothing in this section shall be deemed to affect any
rights of stockholders to request inclusion of proposals in the Corporation's
proxy statement pursuant to Rule 14a-8 under the Exchange Act.
 
         SECTION 13. ACTION BY WRITTEN CONSENT. Whenever the vote of
stockholders at a meeting thereof is required or permitted to be taken for or in
connection with any corporate action by any provision of the General Corporation
Law of the State of Delaware, the Certificate of Incorporation or these Bylaws,
the meeting and vote of stockholders may be dispensed with, and the action taken
without such meeting and vote, if a consent in writing, setting forth the action
so taken, shall be signed by the holders of at least sixty-six and two-thirds
percent (66 2/3%) the outstanding shares of the Corporation entitled to vote on
such action. The consent shall be delivered to the Corporation by delivery to
its registered office in the State of Delaware, or the Corporation's principal
place of business, or an officer or agent of the Corporation having custody of
the book or books in which the proceedings of meetings of the stockholders are
recorded. Delivery made to the Corporation's registered office shall be by hand
or by certified or registered mail, return receipt requested; PROVIDED, HOWEVER,
that no consent delivered by certified or registered mail shall be deemed
delivered until such consent is actually received at the Corporation's
registered office. All consents properly delivered in accordance with this
Section 13 shall be deemed to be recorded when so delivered. No written consent
shall be effective to take the corporate action referred to therein unless,
within sixty (60) days of the earliest dated consent delivered to the
Corporation as required by this Section 13, written consents signed by the
holders of a sufficient number of shares to take such corporate action are so
recorded. Prompt notice of the taking of the corporate action without a meeting
by less than unanimous written consent shall be given to those stockholders who
have not consented in writing. Any action taken pursuant to such written consent
of the stockholders shall have the same force and effect as if taken by the
stockholders at a meeting thereof.
 
 
 
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         SECTION 14. FIXING A RECORD DATE. In order that the Corporation may
determine the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful action, the Board of Directors may fix, in
advance, a record date, which shall not be more than sixty (60) nor less than
ten (10) days before the date of such meeting, nor more than sixty (60) days
prior to any other action. If no record date is fixed by the Board of Directors,
the record date for determining stockholders entitled to notice of or to vote at
a meeting of stockholders shall be the close of business on the day next
preceding the day on which notice is given, or if notice is waived, at the close
of business on the day next preceding the day on which the meeting is held. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; PROVIDED,
HOWEVER, that the Board of Directors may fix a new record date for the adjourned
meeting.
 
            In order that the Corporation may determine the stockholders
entitled to consent to corporate action in writing without a meeting, the Board
of Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
Directors, and which date shall not be more than ten (10) days after the date
upon which the resolution fixing the record date is adopted by the Board of
Directors. Any stockholder of record seeking to have the stockholders authorize
or take corporate action by written consent shall, by written notice to the
secretary, request the Board of Directors to fix a record date. Such notice
shall specify the action proposed to be consented to by stockholders. The Board
of Directors shall promptly, but in all events within ten (10) days after the
date on which such a request is received, adopt a resolution fixing the record
date. If no record date has been fixed by the Board of Directors within ten (10)
days after the date on which such a request is received, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting, when no prior action by the Board of Directors is required by
applicable law, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
Corporation. Such delivery to the Corporation shall be made to its registered
office in the State of Delaware, its principal place of business, or any officer
or agent of the Corporation having custody of the book in which proceedings of
meetings of stockholders are recorded, to the attention of the secretary of the
Corporation. Such delivery shall be by hand or by certified or registered mail,
return receipt requested. If no record date has been fixed by the Board of
Directors and prior action by the Board of Directors is required by applicable
law, the record date for determining stockholders entitled to consent to
corporate action in writing without a meeting shall be the close of business on
the date on which the Board of Directors adopts the resolution taking such prior
action.
 
            In the event of delivery to the Corporation of a written consent or
written consents purporting to authorize or take corporate action, and/or
related revocation or revocations (each such written consent and related
revocation, individually and collectively, a "Consent"), the secretary of the
Corporation shall provide for the safekeeping of such Consent and shall as soon
as practicable thereafter conduct such reasonable investigation as the secretary
deems necessary or appropriate for the purpose of ascertaining the validity of
such Consent and all matters incident thereto, including, without limitation,
whether holders of shares having the requisite voting power to authorize or take
the action specified in the Consent have given consent. If after such
investigation the secretary shall determine that the Consent is sufficient and
valid, that fact shall be certified on the records of the Corporation kept for
the purpose of recording the proceedings of meetings of the stockholders, and
the Consent shall be filed in such records, at which time the Consent shall
become effective as stockholder action.
 
 
 
 
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                                  ARTICLE III
                                   DIRECTORS
 
         SECTION 1. GENERAL POWERS. The business and affairs of the Corporation
shall be managed by or under the direction of the Board of Directors. The Board
of Directors may exercise all such authority and powers of the Corporation and
do all such lawful acts and things as are not by statute or the Certificate of
Incorporation directed or required to be exercised or done by the stockholders.
 
         SECTION 2. ANNUAL MEETINGS. Unless the Board of Directors shall
otherwise provide, the annual meeting of the Board of Directors shall be held
without other notice than this Bylaw immediately after, and at the same place
as, the annual meeting of stockholders.
 
         SECTION 3. REGULAR MEETINGS AND SPECIAL MEETINGS. Regular meetings of
the Board of Directors, other than the annual meeting, may be held without
notice at such time and at such place as shall from time to time be determined
by resolution of the Board of Directors. Special meetings of the Board of
Directors may be called by the chairman of the board, the president (if the
president is a director) or upon the written request of at least a majority of
the directors then in office.
 
         SECTION 4. NOTICE OF MEETINGS. Notice of regular meetings of the Board
of Directors need not be given except as otherwise required by law or these
Bylaws. Notice of each special meeting of the Board of Directors, and of each
regular and annual meeting of the Board of Directors for which notice shall be
required, shall be given by the secretary as hereinafter provided in this
Section 4, in which notice shall be stated the time and place of the meeting.
Except as otherwise required by these Bylaws, such notice need not state the
purposes of such meeting. Notice of any special meeting, and of any regular or
annual meeting for which notice is required, shall be given to each director at
least (a) twenty-four (24) hours before the meeting if by telephone or by being
personally delivered or sent by telex, telecopy, email or similar means or (b)
five (5) days before the meeting if delivered by mail to the director's
residence or usual place of business. Such notice shall be deemed to be
delivered when deposited in the United States mail so addressed, with postage
prepaid, or when transmitted if sent by telex, telecopy, email or similar means.
Neither the business to be transacted at, nor the purpose of, any special
meeting of the Board of Directors need be specified in the notice or waiver of
notice of such meeting. Any director may waive notice of any meeting by a
writing signed by the director entitled to the notice and filed with the minutes
or corporate records.
 
         SECTION 5. WAIVER OF NOTICE AND PRESUMPTION OF ASSENT. Any member of
the Board of Directors or any committee thereof who is present at a meeting
shall be conclusively presumed to have waived notice of such meeting except when
such member attends for the express purpose of objecting at the beginning of the
meeting to the transaction of any business because the meeting is not lawfully
called or convened. Such member shall be conclusively presumed to have assented
to any action taken unless his or her dissent shall be entered in the minutes of
the meeting or unless his or her written dissent to such action shall be filed
with the person acting as the secretary of the meeting before the adjournment
thereof or shall be forwarded by registered mail to the secretary of the
Corporation immediately after the adjournment of the meeting. Such right to
dissent shall not apply to any member who voted in favor of such action.
 
         SECTION 6. CHAIRMAN OF THE BOARD, QUORUM, REQUIRED VOTE AND
ADJOURNMENT. The Board of Directors shall elect, by the affirmative vote of a
majority of the total number of directors then in office, a chairman of the
board, who shall preside at all meetings of the stockholders and Board of
Directors at which he or she is present and shall have such powers and perform
 
 
 
 
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such duties as the Board of Directors may from time to time prescribe. If the
chairman of the board is not present at a meeting of the stockholders or the
Board of Directors, the president (if the president is a director and is not
also the chairman of the board) shall preside at such meeting, and, if the
president is not present at such meeting, a majority of the directors present at
such meeting shall elect one (1) of their members to so preside. A majority of
the total number of directors then in office shall constitute a quorum for the
transaction of business. Unless by express provision of an applicable law, the
Certificate of Incorporation or these Bylaws a different vote is required, the
vote of a majority of directors present at a meeting at which a quorum is
present shall be the act of the Board of Directors. If a quorum shall not be
present at any meeting of the Board of Directors, a majority of the directors
present thereat may adjourn the meeting from time to time, without notice other
than announcement at the meeting, until a quorum shall be present.
 
         SECTION 7. COMMITTEES. Subject to any applicable contractual rights,
the Board of Directors (i) may, by resolution passed by a majority of the entire
Board of Directors, designate one or more committees, including an executive
committee, consisting of one or more of the directors of the Corporation, and
(ii) shall during such period of time as any securities of the Corporation are
listed on the New York Stock Exchange (the "NYSE"), by resolution passed by a
majority of the entire Board of Directors, designate all committees required by
the rules and regulations of the NYSE. The Board of Directors may designate one
or more directors as alternate members of any committee, who may replace any
absent or disqualified member at any meeting of the committee. Except to the
extent restricted by applicable law or the Certificate of Incorporation, each
such committee, to the extent provided in the resolution creating it, shall have
and may exercise all the powers and authority of the Board of Directors. Each
such committee shall serve at the pleasure of the Board of Directors as may be
determined from time to time by resolution adopted by the Board of Directors or
as required by the rules and regulations of the NYSE, if applicable. Each
committee shall keep regular minutes of its meetings and report the same to the
Board of Directors upon request.
 
         SECTION 8. COMMITTEE RULES. Each committee of the Board of Directors
may fix its own rules of procedure and shall hold its meetings as provided by
such rules, except as may otherwise be provided by a resolution of the Board of
Directors designating such committee. Unless otherwise provided in such a
resolution, the presence of at least a majority of the members of the committee
shall be necessary to constitute a quorum. Unless otherwise provided in such a
resolution, in the event that a member and that member's alternate, if
alternates are designated by the Board of Directors, of such committee is or are
absent or disqualified, the member or members thereof present at any meeting and
not disqualified from voting, whether or not such member or members constitute a
quorum, may unanimously appoint another member of the Board of Directors to act
at the meeting in place of any such absent or disqualified member.
 
         SECTION 9. COMMUNICATIONS EQUIPMENT. Members of the Board of Directors
or any committee thereof may participate in and act at any meeting of such board
or committee through the use of a conference telephone or other communications
equipment by means of which all persons participating in the meeting can hear
and speak with each other, and participation in the meeting pursuant to this
section shall constitute presence in person at the meeting.
 
         SECTION 10. ACTION BY WRITTEN CONSENT. Unless otherwise restricted by
the Certificate of Incorporation, any action required or permitted to be taken
at any meeting of the Board of Directors, or of any committee thereof, may be
taken without a meeting if all members of such board or committee, as the case
may be, consent thereto in accordance with applicable law, and the writing or
other evidence of such consent is filed with the minutes of proceedings of the
Board of Directors or committee, as applicable.
 
 
 
 
 
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         SECTION 11. RESIGNATIONS; NEWLY CREATED DIRECTORSHIPS; VACANCIES; AND
REMOVALS. Any director of the Corporation may resign at any time by giving
notice in writing or by electronic transmission of his resignation to the
Corporation. Any such resignation shall take effect at the time specified
therein or, if the time when it shall become effective shall not be specified
therein, immediately upon its receipt. Unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.
Subject to any applicable contractual rights, newly created directorships
resulting from any increase in the number of directors or any vacancies in the
Board of Directors resulting from death, resignation, retirement,
disqualification, removal or any other cause shall be filled as provided in the
Certificate of Incorporation. Subject to any applicable contractual rights, any
director may be removed as provided in the Certificate of Incorporation.
 
         SECTION 12. CLASSES OF DIRECTORS. The Board of Directors may be divided
into classes to the extent provided in the Certificate of Incorporation.
 
         SECTION 13. COMPENSATION. The Board of Directors shall have the
authority to fix the compensation, including fees and reimbursement of expenses,
of directors for services to the Corporation in any capacity.
 
         SECTION 14. RELIANCE ON BOOKS AND RECORDS. A member of the Board of
Directors, or a member of any committee designated by the Board of Directors
shall, in the performance of such person's duties, be fully protected in relying
in good faith upon records of the Corporation and upon such information,
opinions, reports or statements presented to the Corporation by any of the
Corporation's officers or employees, or committees of the Board of Directors, or
by any other person as to matters the member reasonably believes are within such
other person's professional or expert competence and who has been selected with
reasonable care by or on behalf of the Corporation.
 
                                   ARTICLE IV
                                    OFFICERS
 
         SECTION 1. NUMBER. The officers of the Corporation shall be elected by
the Board of Directors and may include of a chairman of the board, a chief
executive officer, a president, one or more vice-presidents, a secretary, a
chief financial officer, a treasurer and such other officers and assistant
officers as may be deemed necessary or desirable by the Board of Directors. Any
number of offices may be held by the same person, except that neither the chief
executive officer nor the president shall also hold the office of secretary. In
its discretion, the Board of Directors may choose not to fill any office for any
period as it may deem advisable, except that the offices of president and
secretary shall be filled as expeditiously as possible.
 
         SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the Corporation
shall be elected annually by the Board of Directors. Vacancies may be filled or
new offices created and filled at any meeting of the Board of Directors. Each
officer shall hold office until a successor is duly elected and qualified or
until his or her earlier death, resignation or removal as hereinafter provided.
 
         SECTION 3. REMOVAL. Any officer or agent elected by the Board of
Directors may be removed by the Board of Directors at its discretion, but such
removal shall be without prejudice to the contract rights, if any, of the person
so removed.
 
         SECTION 4. VACANCIES. Any vacancy occurring in any office because of
death, resignation, removal, disqualification or otherwise may be filled by the
Board of Directors.
 
 
 
                                       9
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         SECTION 5. COMPENSATION. Compensation of all executive officers shall
be approved by the Board of Directors, and no officer shall be prevented from
receiving such compensation by virtue of his or her also being a director of the
Corporation; PROVIDED HOWEVER, that compensation of some or all executive
officers may be determined by a committee established for that purpose if so
authorized by the unanimous vote of the Board of Directors or as required by
applicable law or regulation, including any exchange or market upon which the
Corporation's securities are then listed for trading or quotation.
 
         SECTION 6. CHAIRMAN OF THE BOARD. The chairman of the board shall
preside at all meetings of the stockholders and of the Board of Directors and
shall have such other powers and perform such other duties as may be prescribed
to him or her by the Board of Directors or provided in these Bylaws.
 
         SECTION 7. CHIEF EXECUTIVE OFFICER. The chief executive officer shall
have the powers and perform the duties incident to that position. Subject to the
powers of the Board of Directors and the chairman of the board, the chief
executive officer shall be in the general and active charge of the entire
business and affairs of the Corporation, and shall be its chief policy making
officer. The chief executive officer shall have such other powers and perform
such other duties as may be prescribed by the Board of Directors or provided in
these Bylaws. The chief executive officer is authorized to execute bonds,
mortgages and other contracts requiring a seal, under the seal of the
Corporation, except where required or permitted by law to be otherwise signed
and executed and except where the signing and execution thereof shall be
expressly delegated by the Board of Directors to some other officer or agent of
the Corporation. Whenever the president is unable to serve, by reason of
sickness, absence or otherwise, the chief executive officer shall perform all
the duties and responsibilities and exercise all the powers of the president.
 
         SECTION 8. THE PRESIDENT. The chief executive officer shall be the
president of the Corporation where no president shall have been appointed. The
president of the Corporation shall, subject to the powers of the Board of
Directors, the chairman of the board and the chief executive officer, have
general charge of the business, affairs and property of the Corporation, and
control over its officers, agents and employees. The president shall see that
all orders and resolutions of the Board of Directors are carried into effect.
The president is authorized to execute bonds, mortgages and other contracts
requiring a seal, under the seal of the Corporation, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the Board of
Directors to some other officer or agent of the Corporation. The president shall
have such other powers and perform such other duties as may be prescribed by the
chairman of the board, the chief executive officer, the Board of Directors or as
may be provided in these Bylaws. Whenever the chief executive officer is unable
to serve, by reason of sickness, absence or otherwise, the president shall
perform all the duties and responsibilities and exercise all the powers of the
chief executive officer.
 
         SECTION 9. VICE-PRESIDENTS. The vice-president, or if there shall be
more than one, the vice-presidents in the order determined by the Board of
Directors or the chairman of the board, shall, in the absence or disability of
the president, act with all of the powers and be subject to all the restrictions
of the president. The vice-presidents shall also perform such other duties and
have such other powers as the Board of Directors, the chairman of the board, the
chief executive officer, the president or these Bylaws may, from time to time,
prescribe. The vice-presidents may also be designated as executive
vice-presidents or senior vice-presidents, as the Board of Directors may from
time to time prescribe.
 
 
                                       10
<PAGE>
 
         SECTION 10. THE SECRETARY AND ASSISTANT SECRETARIES. The secretary
shall attend all meetings of the Board of Directors (other than executive
sessions thereof) and all meetings of the stockholders and record all the
proceedings of the meetings in a book or books to be kept for that purpose or
shall ensure that his or her designee attends each such meeting to act in such
capacity. Under the chairman of the board's supervision, the secretary shall
give, or cause to be given, all notices required to be given by these Bylaws or
by law; shall have such powers and perform such duties as the Board of
Directors, the chairman of the board, the chief executive officer, the president
or these Bylaws may, from time to time, prescribe; and shall have custody of the
corporate seal of the Corporation. The secretary, or an assistant secretary,
shall have authority to affix the corporate seal to any instrument requiring it
and when so affixed, it may be attested by his or her signature or by the
signature of such assistant secretary. The Board of Directors may give general
authority to any other officer to affix the seal of the Corporation and to
attest the affixing by his or her signature. The assistant secretary, or if
there be more than one, any of the assistant secretaries, shall in the absence
or disability of the secretary, perform the duties and exercise the powers of
the secretary and shall perform such other duties and have such other powers as
the Board of Directors, the chairman of the board, the chief executive officer,
the president or secretary may, from time to time, prescribe.
 
         SECTION 11. THE CHIEF FINANCIAL OFFICER. The chief financial officer
shall have the custody of the corporate funds and securities; shall keep full
and accurate all books and accounts of the Corporation as shall be necessary or
desirable in accordance with applicable law or generally accepted accounting
principles; shall deposit all monies and other valuable effects in the name and
to the credit of the Corporation as may be ordered by the chairman of the board
or the Board of Directors; shall cause the funds of the Corporation to be
disbursed when such disbursements have been duly authorized, taking proper
vouchers for such disbursements; and shall render to the Board of Directors, at
its regular meeting or when the Board of Directors so requires, an account of
the financial condition of the Corporation; shall have such powers and perform
such duties incident to the position of chief financial officer as the Board of
Directors, the chairman of the board, the chief executive officer, the president
or these Bylaws may, from time to time, prescribe. The Chief Financial Officer
may also be the Treasurer if so determined by the Board of Directors.
 
         SECTION 12. OTHER OFFICERS, ASSISTANT OFFICERS AND AGENTS. Officers,
assistant officers and agents, if any, other than those whose duties are
provided for in these Bylaws, shall have such authority and perform such duties
as may from time to time be prescribed by resolution of the Board of Directors.
 
         SECTION 13. ABSENCE OR DISABILITY OF OFFICERS. In the case of the
absence or disability of any officer of the Corporation and of any person hereby
authorized to act in such officer's place during such officer's absence or
disability, the Board of Directors may by resolution delegate the powers and
duties of such officer to any other officer or to any director, or to any other
person selected by it.
 
                                    ARTICLE V
                             CERTIFICATES OF STOCK
 
         SECTION 1. FORM. The shares of stock of the Corporation shall be
represented by certificates, PROVIDED that the Board of Directors may provide by
resolution or resolutions that some or all of any or all classes or series of
stock of the Corporation shall be uncertificated shares of stock.
Notwithstanding the adoption of such a resolution by the Board of Directors,
every holder of stock represented by a certificate and, upon request, every
holder of uncertificated shares shall be entitled to have a certificate, signed
by, or in the name of the Corporation by the chairman of the board, the chief
 
 
 
 
                                       11
<PAGE>
 
executive officer or the president and the secretary or an assistant secretary
of the Corporation, certifying the number of shares owned by such holder in the
Corporation. If such a certificate is countersigned (i) by a transfer agent or
an assistant transfer agent other than the Corporation or its employee or (ii)
by a registrar, other than the Corporation or its employee, the signature of any
such chairman of the board, chief executive officer, president, secretary or
assistant secretary may be facsimiles. In case any officer or officers who have
signed, or whose facsimile signature or signatures have been used on, any such
certificate or certificates shall cease to be such officer or officers of the
Corporation whether because of death, resignation or otherwise before such
certificate or certificates have been delivered by the Corporation, such
certificate or certificates may nevertheless be issued and delivered as though
the person or persons who signed such certificate or certificates or whose
facsimile signature or signatures have been used thereon had not ceased to be
such officer or officers of the Corporation. All certificates for shares shall
be consecutively numbered or otherwise identified. The name of the person to
whom the shares represented thereby are issued, with the number of shares and
date of issue, shall be entered on the books of the Corporation. Shares of stock
of the Corporation shall only be transferred on the books of the Corporation by
the holder of record thereof or by such holder's attorney duly authorized in
writing, upon surrender to the Corporation of the certificate or certificates
for such shares endorsed by the appropriate person or persons, with such
evidence of the authenticity of such endorsement, transfer, authorization and
other matters as the Corporation may reasonably require, and accompanied by all
necessary stock transfer stamps. In that event, it shall be the duty of the
Corporation to issue a new certificate to the person entitled thereto, cancel
the old certificate or certificates and record the transaction on its books. The
Board of Directors may appoint a bank or trust company organized under the laws
of the United States or any state thereof to act as its transfer agent or
registrar, or both in connection with the transfer of any class or series of
securities of the Corporation. The Board of Directors may make such additional
rules and regulations, not inconsistent with these Bylaws, as it may deem
expedient concerning the issue, transfer and registration of certificates for
shares of stock of the Corporation.
 
         SECTION 2. LOST CERTIFICATES. The Corporation may issue or direct a new
certificate or certificates to be issued in place of any certificate or
certificates previously issued by the Corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates, the Corporation
may, in its discretion and as a condition precedent to the issuance thereof,
require the owner of such lost, stolen or destroyed certificate or certificates,
or his or her legal representative, to give the Corporation a bond sufficient to
indemnify the Corporation against any claim that may be made against the
Corporation on account of the loss, theft or destruction of any such certificate
or the issuance of such new certificate.
 
         SECTION 3. REGISTERED STOCKHOLDERS. Prior to the surrender to the
Corporation of the certificate or certificates for a share or shares of stock
with a request to record the transfer of such share or shares, the Corporation
may treat the registered owner as the person entitled to receive dividends, to
vote, to receive notifications and otherwise to exercise all the rights and
powers of an owner. The Corporation shall not be bound to recognize any
equitable or other claim to or interest in such share or shares on the part of
any other person, whether or not it shall have express or other notice thereof.
 
                                   ARTICLE VI
                               GENERAL PROVISIONS
 
         SECTION 1. DIVIDENDS. Dividends upon the capital stock of the
Corporation, subject to the provisions of the Certificate of Incorporation, if
any, may be declared by the Board of Directors at any regular or special
meeting, in accordance with applicable law. Dividends may be paid in cash, in
property or in shares of the capital stock, subject to the provisions of
applicable law and the Certificate of Incorporation. Before payment of any
dividend, there may be set aside out of any funds of the
 
 
 
 
 
                                       12
<PAGE>
 
Corporation available for dividends such sum or sums as the directors from time
to time, in their absolute discretion, think proper as a reserve or reserves to
meet contingencies, or for equalizing dividends, or for repairing or maintaining
any property of the Corporation, or any other purpose and the directors may
modify or abolish any such reserve in the manner in which it was created.
 
         SECTION 2. CHECKS, NOTES, DRAFTS, ETC. All checks, notes, drafts or
other orders for the payment of money of the Corporation shall be signed,
endorsed or accepted in the name of the Corporation by such officer, officers,
person or persons as from time to time may be designated by the Board of
Directors or by an officer or officers authorized by the Board of Directors to
make such designation.
 
         SECTION 3. CONTRACTS. In addition to the powers otherwise granted to
officers pursuant to Article IV hereof, the Board of Directors may authorize any
officer or officers, or any agent or agents, of the Corporation to enter into
any contract or to execute and deliver any instrument in the name of and on
behalf of the Corporation, and such authority may be general or confined to
specific instances.
 
         SECTION 4. LOANS. Subject to compliance with applicable law (including
the Sarbanes-Oxley Act of 2002, as amended), the Corporation may lend money to,
or guarantee any obligation of, or otherwise assist any officer or other
employee of the Corporation or of its subsidiaries, including any officer or
employee who is a director of the Corporation or its subsidiaries, whenever, in
the judgment of the directors, such loan, guaranty or assistance may reasonably
be expected to benefit the Corporation. The loan, guaranty or other assistance
may be with or without interest, and may be unsecured, or secured in such manner
as the Board of Directors shall approve, including, without limitation, a pledge
of shares of stock of the Corporation. Nothing in this section shall be deemed
to deny, limit or restrict the powers of guaranty or warranty of the Corporation
at common law or under any statute.
 
         SECTION 5. FISCAL YEAR. The fiscal year of the Corporation shall end on
December 31 of each fiscal year and may hereafter be changed by resolution of
the Board of Directors.
 
         SECTION 6. CORPORATE SEAL. The Board of Directors may provide a
corporate seal which shall be in the form of a circle and shall have inscribed
thereon the name of the Corporation and the words "Corporate Seal, Delaware."
The seal may be used by causing it or a facsimile thereof to be impressed or
affixed or reproduced or otherwise. Notwithstanding the foregoing, no seal shall
be required by virtue of this Section.
 
         SECTION 7. VOTING SECURITIES OWNED BY CORPORATION. Voting securities in
any other Corporation held by the Corporation shall be voted by the chief
executive officer, the president or a vice-president, unless the Board of
Directors specifically confers authority to vote with respect thereto, which
authority may be general or confined to specific instances, upon some other
person or officer. Any person authorized to vote securities shall have the power
to appoint proxies, with general power of substitution.
 
         SECTION 8. INSPECTION OF BOOKS AND RECORDS. The Board of Directors
shall have power from time to time to determine to what extent and at what times
and places and under what conditions and regulations the accounts and books of
the Corporation, or any of them, shall be open to the inspection of the
stockholders; and no stockholder shall have any right to inspect any account or
book or document of the Corporation, except as conferred by the laws of the
State of Delaware, unless and until authorized so to do by resolution of the
Board of Directors or of the stockholders of the Corporation.
 
 
 
                                       13
<PAGE>
 
         SECTION 9. SECTION HEADINGS. Section headings in these Bylaws are for
convenience of reference only and shall not be given any substantive effect in
limiting or otherwise construing any provision herein.
 
         SECTION 10. INCONSISTENT PROVISIONS. In the event that any provision of
these Bylaws is or becomes inconsistent with any provision of the Certificate of
Incorporation, the General Corporation Law of the State of Delaware or any other
applicable law, the provision of these Bylaws shall not be given any effect to
the extent of such inconsistency but shall otherwise be given full force and
effect.
 
                                   ARTICLE VII
                                   AMENDMENTS
 
         In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors of the Corporation is expressly authorized to
make, alter, amend, change, add to or repeal these Bylaws by the affirmative
vote of a majority of the total number of directors then in office. Any
alteration or repeal of these Bylaws by the stockholders of the Corporation
shall require the affirmative vote of at least sixty-six and two-thirds percent
(66-2/3%) of the outstanding shares of the Corporation entitled to vote on such
alteration or repeal.
 
                                    * * * * *
 
Adopted as of October 29, 2004.
 
Amended and Restated as of March 1, 2005.
 
Second Amended and Restated as of _________, 2006.