AMENDED AND RESTATED
 
                                     BYLAWS
 
                                       OF
 
                               PEOPLESUPPORT, INC.
 
                            (A DELAWARE CORPORATION)
 
 
 
 
 
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                                TABLE OF CONTENTS
 
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ARTICLE 1 Meeting of Stockholders............................................. 1
 
         1.1    Place of Meeting.............................................. 1
         1.2    Annual Meeting................................................ 1
         1.3    Special Meetings.............................................. 2
         1.4    Notice of Meetings............................................ 2
         1.5    List of Stockholders.......................................... 2
         1.6    Organization and Conduct of Business.......................... 3
         1.7    Quorum and Adjournments....................................... 3
         1.8    Voting Rights................................................. 3
         1.9    Majority Vote................................................. 3
         1.10   Record Date for Stockholder Notice and Voting................. 4
         1.11   Proxies....................................................... 4
         1.12   Inspectors of Election........................................ 4
         1.13   Action Without a Meeting...................................... 4
 
ARTICLE 2 Directors........................................................... 5
 
         2.1    Number, Election, Tenure and Qualifications................... 5
         2.2    Enlargement and Vacancies..................................... 6
         2.3    Resignation and Removal....................................... 6
         2.4    Powers........................................................ 7
         2.5    Chairman of the Board......................................... 7
         2.6    Place of Meetings............................................. 7
         2.7    Annual Meetings............................................... 7
         2.8    Regular Meetings.............................................. 7
         2.9    Special Meetings.............................................. 7
         2.10   Quorum, Action at Meeting, Adjournments....................... 7
         2.11   Action Without Meeting........................................ 8
         2.12   Telephone Meetings............................................ 8
         2.13   Committees.................................................... 8
         2.14   Fees and Compensation of Directors............................ 9
 
ARTICLE 3 Officers............................................................ 9
 
         3.1    Executive Officers; Election; Qualifications; Term of Office;
                Resignation; Removal; Vacancies............................... 9
         3.2    Powers and Duties of Executive Officers....................... 9
 
ARTICLE 4 Notices............................................................. 9
 
         4.1    Delivery...................................................... 9
         4.2    Waiver of Notice..............................................10
 
ARTICLE 5 Indemnification.....................................................10
 
         5.1    Actions Other Than By or in the Right of the Corporation......10
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         5.2    Actions By or in the Right of the Corporation.................10
         5.3    Success on the Merits.........................................11
         5.4    Specific Authorization........................................11
         5.5    Advance Payment...............................................11
         5.6    Non-Exclusivity...............................................11
         5.7    Insurance.....................................................12
         5.8    Severability..................................................12
         5.9    Intent of Article.............................................12
 
ARTICLE 6 Capital Stock.......................................................12
 
         6.1    Certificates for Shares.......................................12
         6.2    Transfer of Stock.............................................13
         6.3    Registered Stockholders.......................................13
         6.4    Lost, Stolen or Destroyed Certificates........................13
 
ARTICLE 7 Certain Transactions................................................13
 
         7.1    Transactions with Interested Parties..........................13
         7.2    Quorum........................................................14
 
ARTICLE 8 General Provisions..................................................14
 
         8.1    Dividends.....................................................14
         8.2    Reserves......................................................14
         8.3    Checks........................................................14
         8.4    Corporate Seal................................................14
         8.5    Fiscal Year...................................................15
         8.6    Execution of Corporate Contracts and Instruments..............15
         8.7    Representation of Shares of Other Corporations................15
 
ARTICLE 9 Amendments..........................................................15
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                              AMENDED AND RESTATED
 
                                     BYLAWS
 
                                       OF
 
                               PEOPLESUPPORT, INC.
 
                            (A DELAWARE CORPORATION)
 
 
 
                                    ARTICLE 1
 
                             Meeting of Stockholders
 
        1.1   Place of Meeting. Meetings of stockholders may be held at such
place, either within or without of the State of Delaware, as may be designated
by or in the manner provided in these bylaws, or, if not so designated, at the
registered office of the corporation or the principal executive offices of the
corporation.
 
        1.2   Annual Meeting. Annual meetings of stockholders shall be held
each year at such date and time as shall be designated from time to time by the
Board of Directors or the President and stated in the notice of the meeting. At
such annual meeting, the stockholders shall elect by a plurality vote a Board of
Directors. The stockholders shall also transact such other business as may
properly be brought before the meetings.
 
        To be properly brought before the annual meeting, business must be (a)
specified in the notice of meeting (or any supplement thereto) given by or at
the direction of the Board of Directors or the President, (b) otherwise properly
brought before the meeting by or at the direction of the Board of Directors or
the President, or (c) otherwise properly brought before the meeting by a
stockholder of record. In addition to any other applicable requirements, for
business to be properly brought before the annual meeting by a stockholder, the
stockholder must have given timely notice thereof in writing to the Secretary of
the corporation. To be timely, a stockholder's notice must be delivered by a
nationally recognized courier service or mailed by first-class United States
mail, postage or delivery charges prepaid, and received at the principal
executive offices of the corporation, addressed to the attention of the
Secretary of the corporation, not less than 120 days nor more than 150 days
prior to the scheduled date of the meeting (regardless of any postponements,
deferrals or adjournments of that meeting to a later date); provided, however,
that in the event that the annual meeting of stockholders has been changed to be
more than 30 calendar days before or 60 calendar days after the anniversary date
of the preceding year's annual meeting, notice by the stockholder to be timely
must be so received not later than the earlier of (a) the close of business on
the 10th day following the day on which such notice of the date of the scheduled
annual meeting was mailed or such public disclosure was made, whichever first
occurs, and (b) the date a public announcement was made. 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 and the reasons for conducting such
business at the annual meeting,
 
 
                                      -1-
 
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(ii) the name and record address of the stockholder proposing such business,
(iii) the class, series and number of shares of the corporation that are owned
beneficially by the stockholder, and (iv) any material interest of the
stockholder in such business.
 
        Notwithstanding anything in these bylaws to the contrary, no business
shall be conducted at the annual meeting except in accordance with the
procedures set forth in this Section; provided, however, that nothing in this
Section shall be deemed to preclude discussion by any stockholder of any
business properly brought before the annual meeting.
 
        The Chairman of the Board of Directors of the corporation (or such other
person presiding at the meeting in accordance with these bylaws) shall, if the
facts warrant, determine and declare to the meeting that business was not
properly brought before the meeting in accordance with the provisions of this
Section, and if he should so determine, he shall so declare to the meeting and
any such business not properly brought before the meeting shall not be
transacted.
 
        1.3   Special Meetings. Special meetings of the stockholders may be
called for any purpose or purposes, unless otherwise prescribed by statute or by
the certificate of incorporation, by the President or Secretary only at the
request of the Chairman of the Board, President or Chief Executive Officer of
the corporation or by a resolution duly adopted by the affirmative vote of a
majority of the Board of Directors or sixty-six and two-thirds percent (66 2/3%)
of the independent directors. Such request shall state the purpose or purposes
of the proposed meeting. Business transacted at any special meeting shall be
limited to matters relating to the purpose or purposes stated in the notice of
meeting.
 
        1.4   Notice of Meetings. Written notice of stockholders' meetings,
stating the place, date and time of the meeting and, in the case of a special
meeting, the purpose or purposes for which such special meeting is called, shall
be given to each stockholder entitled to vote at such meeting not less than 10
nor more than 60 days prior to the meeting.
 
        When a meeting is adjourned to another place, date or time, written
notice need not be given of the adjourned meeting if the place, date and time
thereof are announced at the meeting at which the adjournment is taken;
provided, however, that if the date of any adjourned meeting is more than 30
days after the date for which the meeting was originally noticed, or if a new
record date is fixed for the adjourned meeting, written notice of the place,
date and time of the adjourned meeting shall be given in conformity herewith.
 
        1.5   List of Stockholders. The officer in charge of the stock ledger of
the corporation or the transfer agent shall prepare and make, at least 10 days
before every meeting of stockholders, a complete list of the stockholders
entitled to vote at the meeting arranged in alphabetical order, and showing the
address of each stockholder and the number of shares registered in the name of
each stockholder. 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 10 days prior to the meeting, at a place within the city
where the meeting is to be held, which place, if other than the place of the
meeting, shall be specified in the notice of the
 
 
                                      -2-
 
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meeting. The list shall also be produced and kept at the place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present in person thereat.
 
        1.6   Organization and Conduct of Business. The Chairman of the Board
of Directors or, in his or her absence, the President of the corporation or, in
their absence, such person as the Board of Directors may have designated or, in
the absence of such a person, such person as may be chosen by the holders of a
majority of the shares entitled to vote who are present, in person or by proxy,
shall call to order any meeting of the stockholders and act as Chairman of the
meeting. In the absence of the Secretary of the corporation, the secretary of
the meeting shall be such person as the Chairman appoints.
 
        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 discussion as seems to him or her in order.
 
        1.7   Quorum and Adjournments. Except where otherwise provided by law
or the certificate of incorporation or these bylaws, the holders of a majority
of the stock issued and outstanding and entitled to vote, present in person or
represented in proxy, shall constitute a quorum at all meetings of the
stockholders. The stockholders present at a duly called or held meeting at which
a quorum is present may continue to do business until adjournment,
notwithstanding the withdrawal of enough stockholders to have less than a quorum
if any action taken (other than adjournment) is approved by at least a majority
of the shares required to constitute a quorum. At such adjourned meeting at
which a quorum is present or represented, any business may be transacted which
might have been transacted at the meeting as originally notified. If, however, a
quorum shall not be present or represented at any meeting of the stockholders,
the stockholders entitled to vote thereat who are present in person or
represented by proxy or, if no stockholder is present or represented by proxy,
by any officer entitled to preside at or to act as secretary of such meeting,
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.
 
        1.8   Voting Rights. Unless otherwise provided in the certificate of
incorporation, each stockholder shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share of the capital stock
having voting power held by such stockholder.
 
        1.9   Majority Vote. When a quorum is present at any meeting, the vote
of the holders of a majority of the stock having voting power 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 the statutes 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.
 
 
                                      -3-
 
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        1.10   Record Date for Stockholder Notice and Voting. For purposes of
determining the stockholders entitled to notice of any meeting of stockholders
or any adjournment thereof, or to vote, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any right 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 60 days nor less than 10
days before the date of any such meeting nor more than 60 days before any other
action to which such record date relates. 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. If the Board of
Directors does not so fix a record date, 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. The record
date for determining stockholders for any other purpose shall be at the close of
business on the day on which the Board of Directors adopts the resolution
relating to such purpose.
 
        1.11   Proxies. To the extent permitted by law, any stockholder of
record may appoint a person or persons to act as the stockholder's proxy or
proxies at any stockholder meeting for the purpose of representing and voting
the stockholder's shares. The stockholder may make this appointment by any means
the General Corporation Law of the State of Delaware specifically authorizes,
and by any other means the Secretary of the corporation may permit. Prior to any
vote, and subject to any contract rights of the proxy holder, the stockholder
may revoke the proxy appointment either directly or by the creation of a new
appointment, which will automatically revoke the former one. The inspector of
elections appointed for the meeting may establish requirements concerning such
proxy appointments or revocations that the inspector considers necessary or
appropriate to assure the integrity of the vote and to comply with law.
 
        1.12   Inspectors of Election. The corporation shall, in advance of any
meeting of stockholders, appoint one or more inspectors of election to act at
the meeting and make a written report thereof. The corporation may designate one
or more persons to act as alternate inspectors to replace any inspector who
fails to act. If no inspector or alternate is able to act at a meeting of
stockholders, the person presiding at the meeting shall appoint one or more
inspectors to act at the meeting. Each inspector, before entering upon the
discharge of his or her duties, shall take and sign an oath faithfully to
execute the duties of inspector with strict impartiality and according to the
best of his or her ability.
 
        1.13   Action Without a Meeting. No action required or permitted to be
taken at any annual or special meeting of the stockholders of the corporation
may be taken without a meeting and the power of the stockholders to consent in
writing, without a meeting, to the taking of any action is specifically denied.
 
 
                                      -4-
 
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                                    ARTICLE 2
 
                                    Directors
 
        2.1   Number, Election, Tenure and Qualifications. The number of
directors which shall constitute the whole Board of Directors shall be [not less
than six (6) nor more than eleven (11)]. Within such limit, the number of
directors that shall constitute the whole Board of Directors shall be fixed from
time to time by resolution adopted by a majority of the entire Board of
Directors. Thereafter, the number of directors which shall constitute the whole
Board of Directors shall be fixed from time to time by resolution of the Board
of Directors.
 
        The Board of Directors shall be divided into three classes, each class
to serve for a term of three (3) years and to be as nearly equal in number as
possible. Class I shall be comprised of directors who shall serve until the
annual meeting of stockholders in 2005 and until their successors shall have
been elected and qualified. Class II shall be comprised of directors who shall
serve until the annual meeting of stockholders in 2006 and until their
successors shall have been elected and qualified. Class III shall be comprised
of directors who shall serve until the annual meeting of stockholders in 2007
and until their successors shall have been elected and qualified.
 
        At each annual meeting of the stockholders, the directors shall be
elected, except as otherwise provided in Section 2.2 of this Article 2, and each
director so elected shall hold office until such director's successor is duly
elected and qualified or until such director's earlier resignation, removal,
death or incapacity.
 
        Subject to the rights of holders of any class or series of stock having
a preference over the common stock as to dividends or upon liquidation,
nominations of persons for election to the Board of Directors at the annual
meeting, by or at the direction of the Board of Directors, may be made by any
nominating committee or person appointed by the Board of Directors; nominations
may also be made by any stockholder of record of the corporation entitled to
vote for the election of directors at the meeting who complies with the notice
procedures set forth in this Section. Such nominations, other than those made by
or at the direction of the Board of Directors, shall be made pursuant to timely
notice in writing to the Secretary of the corporation. To be timely, a
stockholder's notice shall be delivered by a nationally recognized courier
service or mailed by first-class United States mail postage or delivery charges
prepaid, and received at the principal executive offices of the corporation
addressed to the attention of the Secretary of the corporation not less than 120
days nor more than 150 days prior to the scheduled date of the meeting
(regardless of any postponements, deferrals or adjournments of that meeting to a
later date); provided, however, that in the event that the annual meeting of
stockholders has been changed to be more than 30 calendar days before or 60
calendar days after the anniversary date of the preceding year's annual meeting,
notice by the stockholder to be timely must be so received not later than the
earlier of (a) the close of business on the 10th day following the day on which
such notice of the date of the scheduled annual meeting was mailed or such
public disclosure was made, whichever first occurs, and (b) the date a public
announcement was made. Such stockholder's notice to the Secretary shall set
forth (a) as to each person whom the stockholder
 
 
                                      -5-
 
<PAGE>
 
proposes to nominate for election or reelection 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, series and number of
shares of capital stock of the corporation that are owned beneficially by the
person, (iv) a statement as to the person's citizenship, and (v) any other
information relating to the person that is required to be disclosed in
solicitations for proxies for election of directors pursuant to Section 14 of
the Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder; and (b) as to the stockholder giving the notice, (i) the
name and record address of the stockholder and (ii) the class, series and number
of shares of capital stock of the corporation that are owned beneficially by the
stockholder. The corporation may require any proposed nominee to furnish such
other information as may reasonably be required by the corporation to determine
the eligibility of such proposed nominee to serve as director 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 herein.
 
        In connection with any annual meeting, the Chairman of the Board of
Directors (or such other person presiding at such meeting in accordance with
these bylaws) shall, if the facts warrant, determine and declare to the meeting
that a nomination was not made in accordance with the foregoing procedure, and
if he should so determine, he shall so declare to the meeting and the defective
nomination shall be disregarded.
 
        Directors shall serve as provided in the certificate of incorporation of
the corporation.
 
        2.2   Enlargement and Vacancies. The number of members of the Board of
Directors may be increased at any time by vote of a majority of the directors
then in office. Sole power to fill vacancies and newly created directorships
resulting from any increase in the authorized number of directors shall be
vested in the Board of Directors through action by a majority of the directors
then in office, though less than a quorum, or by a sole remaining director, and
each director so chosen shall hold office until the next annual election and
until such director's successor is duly elected and qualified or until such
director's earlier resignation, removal from office, death or incapacity. If
there are no directors in office, then an election of directors may be held in
the manner provided by statute. In the event of a vacancy in the Board of
Directors, the remaining directors, except as otherwise provided by law or these
bylaws, may exercise the powers of the full board until the vacancy is filled.
 
        2.3   Resignation and Removal. Any director may resign at any time upon
written notice to the corporation at its principal place of business or to the
President or the Secretary. Such resignation shall be effective upon receipt of
such notice unless the notice specifies such resignation to be effective at some
other time or upon the happening of some other event. Any director or the entire
Board of Directors may be removed, but only for cause, by the holders of a
majority of the shares then entitled to vote at an election of directors, unless
otherwise specified by law or the certificate of incorporation.
 
 
                                      -6-
 
<PAGE>
 
        2.4   Powers. The business of the corporation shall be managed by or
under the direction of the Board of Directors which may exercise all such powers
of the corporation and do all such lawful acts and things which are not by
statute or by the certificate of incorporation or by these bylaws directed or
required to be exercised or done by the stockholders.
 
        2.5   Chairman of the Board. If the Board of Directors appoints a
Chairman of the Board, such Chairman shall, when present, preside at all
meetings of the stockholders and the Board of Directors. The Chairman shall
perform such duties and possess such powers as are customarily vested in the
office of the Chairman of the Board or as may be vested in the Chairman by the
Board of Directors.
 
        2.6   Place of Meetings. The Board of Directors may hold meetings, both
regular and special, either within or without the State of Delaware.
 
        2.7   Annual Meetings. The annual meetings of the Board of Directors
shall be held immediately following the annual meeting of stockholders, and no
notice of such meeting shall be necessary to the Board of Directors, provided a
quorum shall be present. The annual meetings shall be for the purposes of
organization, and an election of officers and the transaction of other business.
 
        2.8   Regular Meetings. Regular meetings of the Board of Directors may
be held without notice at such time and place as may be determined from time to
time by the Board of Directors; provided that any director who is absent when
such a determination is made shall be given prompt notice of such determination.
A regular meeting may be held immediately following the annual meeting of
stockholders, and at the same place as the annual meeting of stockholders.
 
        2.9    Special Meetings. Special meetings of the Board of Directors may
be called by the Chairman of the Board, the President, the Chief Executive
Officer, the Secretary, or on the written request of two or more directors, or
by one director in the event that there is only one director in office. 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 or telegram, cable,
commercial delivery service, telex, facsimile transmission, or electronic means,
charges prepaid, sent to such director's business or home address as they appear
upon the records of the corporation. In case such notice is mailed, it shall be
deposited in the United States mail at least four days prior to the time of
holding of the meeting. In case such notice is delivered personally or by
telegram, cable, commercial delivery service, telex, facsimile transmission, or
electronic means, it shall be so delivered at least four hours prior to the time
of the holding of the meeting. A notice or waiver of notice of a meeting of the
Board of Directors need not specify the purposes of the meeting.
 
        2.10   Quorum, Action at Meeting, Adjournments. At all meetings of the
Board of Directors, a majority of directors then in office, but in no event less
than one third of the entire Board of Directors, shall constitute a quorum for
the transaction of business and the act of a majority of the directors present
at any meeting at which there is a quorum shall be the act of the Board of
Directors, except as may be otherwise specifically provided by law or by the
certificate
 
 
                                      -7-
 
<PAGE>
 
of incorporation. For purposes of this section, the term "entire" shall mean the
number of directors last fixed by the stockholders or directors, as the case may
be, in accordance with law and these bylaws; provided, however, that if less
than all the number so fixed of directors were elected, the "entire Board" shall
mean the greatest number of directors so elected to hold office at any one time
pursuant to such authorization. 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.
 
        2.11   Action Without Meeting. Unless otherwise restricted by the
certificate of incorporation or these bylaws, any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting, if all members of the Board of Directors or
committee, as the case may be, consent thereto in writing or by electronic
transmission, and the writing or writings or electronic transmission or
transmissions are filed with the minutes of proceedings of the Board of
Directors or committee.
 
        2.12   Telephone Meetings. Unless otherwise restricted by the
certificate of incorporation or these bylaws, any member of the Board of
Directors or any committee thereof may participate in a meeting of the Board of
Directors or of any committee, as the case may be, by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and such participation in a
meeting shall constitute presence in person at the meeting.
 
        2.13   Committees. The Board of Directors may, by resolution passed by a
majority of the whole Board of Directors, designate one or more committees, each
committee to consist of one or more of the directors of the corporation. 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. Any such committee, to the extent provided in the resolution
of the Board of Directors, 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; but no such committee shall have the
power or authority in reference to amending the certificate of incorporation,
adopting an agreement of merger or consolidation, recommending to the
stockholders the sale, lease or exchange of all or substantially all of the
corporation's property and assets, recommending to the stockholders a
dissolution of the corporation or a revocation of a dissolution, or amending the
bylaws of the corporation; and, unless the resolution designating such committee
or the certificate of incorporation expressly so provide, no such committee
shall have the power or authority to declare a dividend or to authorize the
issuance of stock. Such committee or committees shall have such name or names as
may be determined from time to time by resolution adopted by the Board of
Directors. Each committee shall keep regular minutes of its meetings and make
such reports to the Board of Directors as the Board of Directors may request.
Except as the Board of Directors may otherwise determine, any committee may make
rules for the conduct of its business, but unless otherwise provided by the
directors or in such rules, its business shall be conducted as nearly as
possible in the same manner as is provided in these bylaws for the conduct of
its business by the Board of Directors.
 
 
                                      -8-
 
<PAGE>
 
        2.14   Fees and Compensation of Directors. Unless otherwise restricted
by the certificate of incorporation or these bylaws, the Board of Directors
shall have the authority to fix the compensation of directors. The directors may
be paid their expenses, if any, of attendance at each meeting of the Board of
Directors and may be paid a fixed sum for attendance at each meeting of the
Board of Directors and/or a stated salary as director. No such payment shall
preclude any director from serving the corporation in any other capacity and
receiving compensation therefor. Members of special or standing committees may
be allowed like compensation for attending committee meetings.
 
 
 
                                    ARTICLE 3
 
                                    Officers
 
        3.1   Executive Officers; Election; Qualifications; Term of Office;
Resignation; Removal; Vacancies. The Board of Directors shall elect a President
and Secretary, and it may, if it so determines, choose a Chairman of the Board
and a Vice Chairman of the Board from among its members. The Board of Directors
may also choose a Chief Executive Officer, one or more Vice Presidents, one or
more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers.
Each such officer shall hold office until the first meeting of the Board of
Directors after the annual meeting of stockholders next succeeding his election,
and until his successor is elected and qualified or until his earlier
resignation or removal. Any officer may resign at any time upon written notice
to the corporation. The Board of Directors may remove any officer with or
without cause at any time, but such removal shall be without prejudice to the
contractual rights of such officer, if any, with the corporation. Any number of
offices may be held by the same person. Any vacancy occurring in any office of
the corporation by death, resignation, removal or otherwise may be filled for
the unexpired portion of the term by the Board of Directors at any regular or
special meeting.
 
        3.2   Powers and Duties of Executive Officers. The officers of the
corporation shall have such powers and duties in the management of the
corporation as may be prescribed in a resolution by the Board of Directors and,
to the extent not so provided, as generally pertain to their respective offices,
subject to the control of the Board of Directors. The Board of Directors may
require any officer, agent or employee to give security for the faithful
performance of his duties.
 
 
 
                                    ARTICLE 4
 
                                     Notices
 
        4.1   Delivery. Whenever, under the provisions of law, or of the
certificate of incorporation or these bylaws, written notice is required to be
given to any director or stockholder, such notice may be given by mail,
addressed to such director or stockholder, at such person's address as it
appears on the records of the corporation, with postage thereon prepaid, and
such notice shall be deemed to be given at the time when the same shall be
deposited in the United States mail or delivered to a nationally recognized
courier service. Unless written notice
 
 
                                      -9-
 
<PAGE>
 
 
by mail is required by law, written notice may also be given by telegram, cable,
telecopy, commercial delivery services, telex or similar means, addressed to
such director or stockholder at such person's address as it appears on the
records of the corporation, in which case such notice shall be deemed to be
given when delivered into the control of the persons charged with effecting such
transmission, the transmission charge to be paid by the corporation or the
person sending such notice and not by the addressee. Oral notice or other
in-hand delivery, in person or by telephone, shall be deemed given at the time
it is actually given.
 
        4.2   Waiver of Notice. Whenever any notice is required to be given
under the provisions of law or of the certificate of incorporation or of these
bylaws, a waiver thereof in writing, signed by the person or persons entitled to
said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto. In addition to the foregoing, notice of a meeting need not
be given to any director 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 who attends the meeting without protesting, prior thereto or at its
commencement, the lack of notice to such director. All such waivers, consents
and approvals executed under this Section 4.2 shall be filed with the corporate
records or made a part of the minutes of the meeting.
 
 
 
                                    ARTICLE 5
 
                                 Indemnification
 
        5.1   Actions Other Than By or in the Right of the Corporation. Subject
to Section 5.4, the corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that such person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against 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 proceedings, 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.
 
        5.2   Actions By or in the Right of the Corporation. Subject to Section
5.4, the corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action 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 is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a
 
 
                                      -10-
 
<PAGE>
 
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by such person in connection with the defense
or settlement of such action or suit if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the corporation and except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable for negligence or misconduct in the performance of such
person's duty to the corporation unless and only to the extent that the Court of
Chancery of the State of Delaware 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 of the State of Delaware or such other court shall deem proper.
 
        5.3   Success on the Merits. To the extent that any person described in
Sections 5.1 or 5.2 of this Article 5 has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in said
Sections, 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.
 
        5.4   Specific Authorization. Any indemnification under Sections 5.1 or
5.2 of this Article 5 (unless ordered by a court) shall be made by the
corporation only as authorized in the specific case upon a determination that
indemnification of any person described in said Sections is proper in the
circumstances because such person has met the applicable standard of conduct set
forth in said Sections. Such determination shall be made (1) by the Board of
Directors by a majority vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding, or (2) if such a quorum is not
obtainable, or even if obtainable a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (3) by a
committee of disinterested directors designated by a majority vote of the
disinterested directors, even though less than a quorum, or (4) by the
stockholders of the corporation.
 
        5.5   Advance Payment. Expenses incurred by directors or officers of
the corporation in defending a civil or criminal action, suit or proceeding
shall be, and Expenses incurred by a person other than a director or officer of
the corporation in defending a civil or criminal action, suit or proceeding may
be, paid by the corporation in advance of the final disposition of such action,
suit or proceeding as authorized by the Board of Directors in the manner
provided for in Section 5.4 upon receipt of an undertaking by or on behalf of
any person described in said Section to repay such amount unless it shall
ultimately be determined that such person is entitled to indemnification by the
corporation as authorized in this Article 5.
 
        5.6   Non-Exclusivity. The indemnification provided by this Article 5
shall not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under 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, and shall continue as to a person who has
ceased to be director, officer, employee or agent of the corporation and shall
inure to the benefit of the
 
 
                                      -11-
 
<PAGE>
 
heirs, executors and administrators of such a person. Any repeal or amendment of
any of the provisions of this Article 5 shall not adversely affect any right or
potential of any indemnitee existing at the time of such repeal or amendment.
 
        5.7   Insurance. The Board of Directors may authorize, by a vote of the
majority of the full Board of Directors, the corporation to 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 serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against such person and incurred by such person in any such capacity,
or arising out of such person's status as such, whether or not the corporation
would have the power to indemnify such person against such liability under the
provisions of this Article 5.
 
        5.8   Severability. If any word, clause or provision of this Article 5
or any award made hereunder shall for any reason be determined to be invalid,
the provisions hereof shall not otherwise be affected thereby but shall remain
in full force and effect.
 
        5.9   Intent of Article. The intent of this Article 5 is to provide for
indemnification to the fullest extent permitted by Section 145 of the General
Corporation Law of the State of Delaware. To the extent that such Section or any
successor Section may be amended or supplemented from time to time, this Article
5 shall be amended automatically and construed so as to permit indemnification
to the fullest extent from time to time permitted by law.
 
 
 
                                    ARTICLE 6
 
                                  Capital Stock
 
        6.1   Certificates for Shares. The shares of the corporation shall be
represented by certificates or shall be uncertificated. Certificates shall be
signed by, or in the name of the corporation by, the Chairman of the Board, the
President or a Vice President and by the Secretary or an Assistant Secretary of
the corporation. 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 shall have 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 such
person were such officer, transfer agent or registrar at the date of issue.
Certificates may be issued for partly paid shares and in such case upon the face
or back of the certificates issued to represent any such partly paid shares, the
total amount of the consideration to be paid therefor, and the amount paid
thereon shall be specified.
 
        Within a reasonable time after the issuance or transfer of
uncertificated stock, the corporation shall send to the registered owner thereof
a written notice containing the information required by the General Corporation
Law of the State of Delaware or a statement that the corporation will furnish
without charge to each stockholder who so requests the powers, designations,
preferences and relative participating, optional or other special rights of each
class
 
 
                                      -12-
 
<PAGE>
 
of stock or series thereof and the qualifications, limitations or restrictions
of such preferences and/or rights.
 
        6.2   Transfer of Stock. Upon surrender to the corporation or the
transfer agent of the corporation of a certificate of shares duly endorsed or
accompanied by proper evidence of succession, assignation or authority to
transfer, and proper evidence of compliance of other conditions to rightful
transfer, it shall be the duty of the corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books. Upon receipt of proper transfer instructions and
proper evidence of compliance of other conditions to rightful transfer from the
registered owner of uncertificated share, such uncertificated shares shall be
canceled and issuance of new equivalent uncertificated shares or certificated
shares shall be made to the person entitled thereto and the transaction shall be
recorded upon the books of the corporation.
 
        6.3   Registered Stockholders. The corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on its books as the owner of
shares, and 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, except as otherwise provided by
the laws of Delaware.
 
        6.4   Lost, Stolen or Destroyed Certificates. The Board of Directors
may direct that a new certificate or certificates be issued to replace any
certificate or certificates theretofore 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 the issue of a new certificate or certificates, the
Board of Directors may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of the lost, stolen or destroyed certificate
or certificates, or his or her legal representative, to give reasonable evidence
of such loss, theft or destruction, to advertise the same in such manner as it
shall require, and/or to give the corporation a bond in such sum as it may
direct as indemnity against any claim that may be made against the corporation
with respect to the certificate alleged to have been lost, stolen or destroyed
or the issuance of such new certificate.
 
 
 
                                    ARTICLE 7
 
                              Certain Transactions
 
        7.1   Transactions with Interested Parties. 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
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
 
 
                                      -13-
 
<PAGE>
 
Board of Directors or committee thereof which authorizes the contract or
transaction or solely because the vote or votes of such director or officer are
counted for such purpose, if:
 
        (a)   the material facts as to such person'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 the affirmative votes of a
majority of the disinterested directors, even though the disinterested directors
be less than a quorum; or
 
        (b)   the material facts as to such person'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
 
        (c)   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.
 
        7.2   Quorum. 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 which authorizes the contract or transaction.
 
 
 
                                    ARTICLE 8
 
                               General Provisions
 
        8.1   Dividends. Dividends upon the capital stock of the corporation,
subject to any restrictions contained in the General Corporation Law of the
State of Delaware or the provisions of the certificate of incorporation, if any,
may be declared by the Board of Directors at any regular or special meeting or
by written consent. Dividends may be paid in cash, in property or in shares of
the capital stock, subject to the provisions of the certificate of
incorporation.
 
        8.2   Reserves. The Board of Directors may set apart out of any funds
of the corporation available for dividends a reserve or reserves for any proper
purpose and may abolish any such reserve.
 
        8.3   Checks. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.
 
        8.4   Corporate Seal. The Board of Directors may, by resolution, adopt
a corporate seal. The corporate seal shall have inscribed thereon the name of
the corporation, the year of its organization and the word "Delaware." The seal
may be used by causing it or a facsimile thereof to be impressed or affixed or
otherwise reproduced. The seal may be altered from time to time by the Board of
Directors.
 
 
                                      -14-
 
 
 
<PAGE>
 
        8.5   Fiscal Year. The fiscal year of the corporation shall be fixed by
resolution of the Board of Directors.
 
        8.6   Execution of Corporate Contracts and Instruments. 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.
 
        8.7   Representation of Shares of Other Corporations. The President,
Chief Executive Officer or any Vice President, the Treasurer or any Assistant
Treasurer, or the Secretary or any Assistant Secretary of this corporation is
authorized to vote, represent and exercise on behalf of this corporation all
rights incident to any and all shares of any corporation or corporations
standing in the name of this corporation. The authority herein granted to said
officers to vote or represent on behalf of this corporation any and all shares
held by this corporation in any other corporation or corporations may be
exercised either by such officers in person or by any other person authorized so
to do by proxy or power of attorney duly executed by said officers.
 
 
 
                                    ARTICLE 9
 
                                   Amendments
 
        The Board of Directors is expressly empowered to adopt, amend or repeal
these bylaws, provided, however, that any adoption, amendment or repeal of these
bylaws by the Board of Directors shall require the approval of at least
sixty-six and two-thirds percent (662/3%) of the total number of authorized
directors (whether or not there exist any vacancies in previously authorized
directorships at the time any resolution providing for adoption, amendment or
repeal is presented to the Board of Directors). The stockholders shall also have
power to adopt, amend or repeal these bylaws at any regular or special meeting
of stockholders, provided, however, that in addition to any vote of the holders
of any class or series of stock of this corporation required by law or by the
certificate of incorporation of this corporation, the affirmative vote of the
holders of at least [seventy-five percent (75%)] of the voting power of all of
the then outstanding shares of the stock of the corporation entitled to vote
generally in the election of directors, voting together as a single class, shall
be required for such adoption, amendment or repeal by the stockholders of any
provisions of these bylaws and notice of such adoption, amendment or repeal
shall be contained in the notice of such meeting.
 
 
                                      -15-