AMENDED AND RESTATED
 
                                     BY-LAWS
 
                                       OF
 
                             CLAYTON HOLDINGS, INC.
 
                               (the "CORPORATION")
 
                                    ARTICLE I
 
                                  STOCKHOLDERS
 
         SECTION 1. ANNUAL MEETING. The annual meeting of stockholders (any such
meeting being referred to in these By-laws as an "ANNUAL MEETING") shall be held
at the hour, date and place within or without the United States which is fixed
by the Board of Directors, which time, date and place may subsequently be
changed at any time by vote of the Board of Directors. If no Annual Meeting has
been held for a period of thirteen months after the Corporation's last Annual
Meeting, a special meeting in lieu thereof may be held, and such special meeting
shall have, for the purposes of these By-laws or otherwise, all the force and
effect of an Annual Meeting. Any and all references hereafter in these By-laws
to an Annual Meeting or Annual Meetings also shall be deemed to refer to any
special meeting(s) in lieu thereof.
 
         SECTION 2. NOTICE OF STOCKHOLDER BUSINESS AND NOMINATIONS.
 
         (a)   ANNUAL MEETINGS OF STOCKHOLDERS.
 
               (1)  Nominations of persons for election to the Board of
         Directors of the Corporation and the proposal of business to be
         considered by the stockholders may be made at an Annual Meeting (a)
         pursuant to the Corporation's notice of meeting, (b) by or at the
         direction of the Board of Directors or (c) by any stockholder of the
         Corporation who was a stockholder of record at the time of giving of
         notice provided for in this By-law, who is entitled to vote at the
         meeting, who is present (in person or by proxy) at the meeting and who
         complies with the notice procedures set forth in this By-law. In
         addition to the other requirements set forth in this By-law, for any
         proposal of business to be considered at an Annual Meeting, it must be
         a proper subject for action by stockholders of the Corporation under
         Delaware law.
 
               (2)  For nominations or other business to be properly brought
         before an Annual Meeting by a stockholder pursuant to clause (c) of
         paragraph (a)(1) of this By-law, the stockholder must have given timely
         notice thereof in writing to the Secretary of the Corporation. To be
         timely, a stockholder's notice shall be delivered to the Secretary at
         the principal executive offices of the Corporation not later than the
         close of business on the 90th day nor earlier than the close of
         business on the 120th day prior to the first anniversary of the
         preceding year's Annual Meeting; provided, however, that in the event
 
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         that the date of the Annual Meeting is advanced by more than 30 days
         before or delayed by more than 60 days after such anniversary date,
         notice by the stockholder to be timely must be so delivered not later
         than the close of business on the later of the 90th day prior to such
         Annual Meeting or the 10th day following the day on which public
         announcement of the date of such meeting is first made. Notwithstanding
         anything to the contrary provided herein, for the first Annual Meeting
         following the initial public offering of common stock of the
         Corporation, a stockholder's notice shall be timely if delivered to the
         Secretary at the principal executive offices of the Corporation not
         later than the close of business on the later of the 90th day prior to
         the scheduled date of such Annual Meeting or the 10th day following the
         day on which public announcement of the date of such Annual Meeting is
         first made or sent by the Corporation. Such stockholder's notice shall
         set forth: (a) as to each person whom the stockholder proposes to
         nominate for election or reelection as a director, all information
         relating to such person that is required to be disclosed in
         solicitations of proxies for election of directors in an election
         contest, or is otherwise required, in each case pursuant to Regulation
         14A under the Securities Exchange Act of 1934, as amended (the
         "EXCHANGE ACT") (including such person's written consent to being named
         in the proxy statement as a nominee and to serving as a director if
         elected); (b) as to any other business that the stockholder proposes to
         bring before the meeting, a brief description of the business desired
         to be brought before the meeting, the reasons for conducting such
         business at the meeting, any material interest in such business of such
         stockholder and the beneficial owner, if any, on whose behalf the
         proposal is made, and the names and addresses of other stockholders
         known by the stockholder proposing such business to support such
         proposal, and the class and number of shares of the Corporation's
         capital stock beneficially owned by such other stockholders; and (c) as
         to the stockholder giving the notice and the beneficial owner, if any,
         on whose behalf the nomination or proposal is made (i) the name and
         address of such stockholder, as they appear on the Corporation's books,
         and of such beneficial owner, (ii) the class and number of shares of
         the Corporation which are owned beneficially and of record by such
         stockholder and such beneficial owner, (iii) a description of all
         arrangements or understanding between such beneficial owner and each
         proposed nominee and any other person or persons (including their
         names) pursuant to which the nomination(s) are to be made, and (iv) a
         representation whether the beneficial owner intends or is part of a
         group that intends (x) to deliver a proxy statement and/or form of
         proxy to holders of at least the percentage of the Corporation's
         outstanding capital stock requirement to elect the nominee and/or (y)
         otherwise to solicit proxies from stockholders in support of such
         nomination.
 
               (3)  Notwithstanding anything in the second sentence of paragraph
         (a)(2) of this By-law to the contrary, in the event that the number of
         directors to be elected to the Board of Directors of the Corporation is
         increased and there is no public announcement naming all of the
         nominees for director or specifying the size of the increased Board of
         Directors made by the Corporation at least 85 days prior to the first
         anniversary of the preceding year's Annual Meeting, a stockholder's
         notice required by this By-law shall also be considered timely, but
         only with respect to nominees for any new positions created by such
         increase, if it shall be delivered to the Secretary at the principal
         executive offices of the Corporation not later than the close of
         business on the 10th day following the day on which such public
         announcement is first made by the Corporation.
 
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         (b)   GENERAL.
 
               (1)  Only such persons who are nominated in accordance with the
         provisions of this By-law shall be eligible for election and to serve
         as directors and only such business shall be conducted at an Annual
         Meeting as shall have been brought before the meeting in accordance
         with the provisions of this By-law. The Board of Directors or a
         designated committee thereof shall have the power to determine whether
         a nomination or any business proposed to be brought before the meeting
         was made in accordance with the provisions of this By-law. If neither
         the Board of Directors nor such designated committee makes a
         determination as to whether any stockholder proposal or nomination was
         made in accordance with the provisions of this By-law, the presiding
         officer of the Annual Meeting shall have the power and duty to
         determine whether the stockholder proposal or nomination was made in
         accordance with the provisions of this By-law. If the Board of
         Directors or a designated committee thereof or the presiding officer,
         as applicable, determines that any stockholder proposal or nomination
         was not made in accordance with the provisions of this By-law, such
         proposal or nomination shall be disregarded and shall not be presented
         for action at the Annual Meeting.
 
               (2)  Except as otherwise required by law, nothing in this Section
         2 shall obligate the Corporation or the Board of Directors to include
         in any proxy statement or other stockholder communication distributed
         on behalf of the Corporation or the Board of Directors information with
         respect to any nominee for director submitted by a stockholder.
 
               (3)  Notwithstanding the foregoing provisions of this Section 2,
         if the stockholder (or a qualified representative of the stockholder)
         does not appear at the Annual or special meeting of stockholders of the
         Corporation to present a nomination, such nomination shall be
         disregarded, notwithstanding the proxies in respect of such vote that
         may have been received by the Corporation. For purposes of this Section
         2, to be considered a qualified representative of the stockholder, a
         person must be authorized by a written instrument executed by such
         stockholder or an electronic transmission delivered by such stockholder
         to act for such stockholder as proxy at the Annual or special meeting
         of stockholders and such person must produce such written instrument or
         electronic transmission, or a reliable reproduction of the written
         instrument or electronic transmission, at the Annual or special meeting
         of stockholders.
 
               (4)  For purposes of this By-law, "public announcement" shall
         mean disclosure in a press release reported by the Dow Jones News
         Service, Associated Press or comparable national news service or in a
         document publicly filed by the Corporation with the Securities and
         Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange
         Act.
 
               (5)  Notwithstanding the foregoing provisions of this By-law, a
         stockholder shall 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 By-law. Nothing in this By-law shall be
         deemed to affect any rights of (i) stockholders to request inclusion of
         proposals in the Corporation's proxy statement pursuant to Rule 14a-8
         under the
 
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         Exchange Act or (ii) the holders of any series of Undesignated
         Preferred Stock to elect directors under specified circumstances.
 
         SECTION 3. SPECIAL MEETINGS. Except as otherwise required by statute
and subject to the rights, if any, of the holders of any series of Undesignated
Preferred Stock, special meetings of the stockholders of the Corporation may be
called only by the Board of Directors acting pursuant to a resolution approved
by the affirmative vote of a majority of the Directors then in office. Only
those matters set forth in the notice of the special meeting may be considered
or acted upon at a special meeting of stockholders of the Corporation.
 
         SECTION 4. NOTICE OF MEETINGS; ADJOURNMENTS. A notice of each Annual
Meeting stating the hour, date and place, if any, of such Annual Meeting shall
be given not less than 10 days nor more than 60 days before the Annual Meeting,
to each stockholder entitled to vote thereat by delivering such notice to such
stockholder or by mailing it, postage prepaid, addressed to such stockholder at
the address of such stockholder as it appears on the Corporation's stock
transfer books.
 
         Notice of all special meetings of stockholders shall be given in the
same manner as provided for Annual Meetings, except that the notice of all
special meetings shall state the purpose or purposes for which the meeting has
been called.
 
         Notice of an Annual Meeting or special meeting of stockholders need not
be given to a stockholder if a waiver of notice is executed before or after such
meeting by such stockholder or if such stockholder attends such meeting, unless
such attendance is for the express purpose of objecting at the beginning of the
meeting to the transaction of any business because the meeting was not lawfully
called or convened.
 
         The Board of Directors may postpone and reschedule any previously
scheduled Annual Meeting or special meeting of stockholders and any record date
with respect thereto, regardless of whether any notice or public disclosure with
respect to any such meeting has been sent or made pursuant to Section 2 of this
Article I of these By-laws or otherwise. In no event shall the public
announcement of an adjournment, postponement or rescheduling of any previously
scheduled meeting of stockholders commence a new time period for the giving of a
stockholder's notice under Section 2 of this Article I of these By-laws.
 
         When any meeting is convened, the presiding officer may adjourn the
meeting if (a) no quorum is present for the transaction of business, (b) the
Board of Directors determines that adjournment is necessary or appropriate to
enable the stockholders to consider fully information which the Board of
Directors determines has not been made sufficiently or timely available to
stockholders, or (c) the Board of Directors determines that adjournment is
otherwise in the best interests of the Corporation. When any Annual Meeting or
special meeting of stockholders is adjourned to another hour, date or place,
notice need not be given of the adjourned meeting other than an announcement at
the meeting at which the adjournment is taken of the hour, date and place, if
any, to which the meeting is adjourned and the means of remote communications,
if any, by which stockholders and proxyholders may be deemed to be present in
person and vote at such adjourned meeting; provided, however, that if the
adjournment is for more than 30 days, or if
 
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after the adjournment a new record date is fixed for the adjourned meeting,
notice of the adjourned meeting and the means of remote communications, if any,
by which stockholders and proxyholders may be deemed to be present in person and
vote at such adjourned meeting shall be given to each stockholder of record
entitled to vote thereat and each stockholder who, by law or under the
Certificate of Incorporation of the Corporation (as the same may hereafter be
amended and/or restated, the "CERTIFICATE") or these By-laws, is entitled to
such notice.
 
         SECTION 5. QUORUM. A majority of the shares entitled to vote, present
in person or represented by proxy, shall constitute a quorum at any meeting of
stockholders. If less than a quorum is present at a meeting, the holders of
voting stock representing a majority of the voting power present at the meeting
or the presiding officer may adjourn the meeting from time to time, and the
meeting may be held as adjourned without further notice, except as provided in
Section 4 of this Article I. At such adjourned meeting at which a quorum is
present, any business may be transacted which might have been transacted at the
meeting as originally noticed. The stockholders present at a duly constituted
meeting may continue to transact business until adjournment, notwithstanding the
withdrawal of enough stockholders to leave less than a quorum.
 
         SECTION 6. VOTING AND PROXIES. Stockholders shall have one vote for
each share of stock entitled to vote owned by them of record according to the
stock ledger of the Corporation, unless otherwise provided by law or by the
Certificate. Stockholders may vote either (i) in person, (ii) by written proxy
or (iii) by a transmission permitted by Section 212(c) of the Delaware General
Corporation Law ("DGCL"). Any copy, facsimile telecommunication or other
reliable reproduction of the writing or transmission permitted by Section 212(c)
of the DGCL may be substituted for or used in lieu of the original writing or
transmission for any and all purposes for which the original writing or
transmission could be used, provided that such copy, facsimile telecommunication
or other reproduction shall be a complete reproduction of the entire original
writing or transmission. Proxies shall be filed in accordance with the
procedures established for the meeting of stockholders. Except as otherwise
limited therein or as otherwise provided by law, proxies authorizing a person to
vote at a specific meeting shall entitle the persons authorized thereby to vote
at any adjournment of such meeting, but they shall not be valid after final
adjournment of such meeting. A proxy with respect to stock held in the name of
two or more persons shall be valid if executed by or on behalf of any one of
them unless at or prior to the exercise of the proxy the Corporation receives a
specific written notice to the contrary from any one of them.
 
         SECTION 7. ACTION AT MEETING. When a quorum is present at any meeting
of stockholders, any matter before any such meeting (other than an election of a
director or directors) shall be decided by a majority of the votes properly cast
for and against such matter, except where a larger vote is required by law, by
the Certificate or by these By-laws. Any election of directors by stockholders
shall be determined by a plurality of the votes properly cast on the election of
directors.
 
         SECTION 8. STOCKHOLDER LISTS. The Secretary or an Assistant Secretary
(or the Corporation's transfer agent or other person authorized by these By-laws
or by law) shall prepare
 
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and make, at least 10 days before every Annual Meeting or special 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 a period of
at least 10 days prior to the meeting in the manner provided by law. The list
shall also be open to the examination of any stockholder during the whole time
of the meeting as provided by law.
 
         SECTION 9. PRESIDING OFFICER. The Chairman of the Board, if one is
elected, or if not elected or in his or her absence, the Chief Executive
Officer, shall preside at all Annual Meetings or special meetings of
stockholders and shall have the power, among other things, to adjourn such
meeting at any time and from time to time, subject to Sections 4 and 5 of this
Article I. The order of business and all other matters of procedure at any
meeting of the stockholders shall be determined by the presiding officer.
 
         SECTION 10. INSPECTORS OF ELECTIONS. The Corporation shall, in advance
of any meeting of stockholders, appoint one or more inspectors to act at the
meeting and make a written report thereof. The Corporation may designate one or
more persons 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
presiding officer shall appoint one or more inspectors to act at the meeting.
Any inspector may, but need not, be an officer, employee or agent of the
Corporation. 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. The inspectors shall perform such duties as are required by the DGCL,
including the counting of all votes and ballots. The inspectors may appoint or
retain other persons or entities to assist the inspectors in the performance of
the duties of the inspectors. The presiding officer may review all
determinations made by the inspectors, and in so doing the presiding officer
shall be entitled to exercise his or her sole judgment and discretion and he or
she shall not be bound by any determinations made by the inspectors. All
determinations by the inspectors and, if applicable, the presiding officer,
shall be subject to further review by any court of competent jurisdiction.
 
                                   ARTICLE II
 
                                    DIRECTORS
 
         SECTION 1. POWERS. The business and affairs of the Corporation shall be
managed by or under the direction of the Board of Directors except as otherwise
provided by the Certificate or required by law.
 
         SECTION 2. NUMBER AND TERMS. The number of directors of the Corporation
shall be fixed solely and exclusively by resolution duly adopted from time to
time by the Board of Directors. The directors shall hold office in the manner
provided in the Certificate.
 
         SECTION 3. QUALIFICATION. No director need be a stockholder of the
Corporation.
 
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         SECTION 4. VACANCIES. Vacancies in the Board of Directors shall be
filled in the manner provided in the Certificate.
 
         SECTION 5. REMOVAL. Directors may be removed from office only in the
manner provided in the Certificate.
 
         SECTION 6. RESIGNATION. A director may resign at any time by giving
written notice to the Chairman of the Board, if one is elected, the Chief
Executive Officer or the Secretary. A resignation shall be effective upon
receipt, unless the resignation otherwise provides.
 
         SECTION 7. REGULAR MEETINGS. The regular annual meeting of the Board of
Directors shall be held, without notice other than this Section 7, on the same
date and at the same place as the Annual Meeting following the close of such
meeting of stockholders. Other regular meetings of the Board of Directors may be
held at such hour, date and place as the Board of Directors may by resolution
from time to time determine and publicize by means of reasonable notice given to
any director who is not present at the meeting at which such resolution is
adopted.
 
         SECTION 8. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called, orally or in writing, by or at the request of a majority of the
directors, the Chairman of the Board, if one is elected, or the Chief Executive
Officer. The person calling any such special meeting of the Board of Directors
may fix the hour, date and place thereof.
 
         SECTION 9. NOTICE OF MEETINGS. Notice of the hour, date and place of
all special meetings of the Board of Directors shall be given to each director
by the Secretary or an Assistant Secretary, or in case of the death, absence,
incapacity or refusal of such persons, by the Chairman of the Board, if one is
elected, or the Chief Executive Officer or such other officer designated by the
Chairman of the Board, if one is elected, or the Chief Executive Officer. Notice
of any special meeting of the Board of Directors shall be given to each director
in person, by telephone, or by facsimile, electronic mail or other form of
electronic communication, sent to his or her business or home address, at least
24 hours in advance of the meeting, or by written notice mailed to his or her
business or home address, at least 48 hours in advance of the meeting. Such
notice shall be deemed to be delivered when hand delivered to such address, read
to such director by telephone, deposited in the mail so addressed, with postage
thereon prepaid if mailed, dispatched or transmitted if faxed, telexed or
telecopied, or sent by electronic mail or other form of electronic
communication, or when delivered to the telegraph company if sent by telegram.
 
         A written waiver of notice signed before or after a meeting by a
director and filed with the records of the meeting shall be deemed to be
equivalent to notice of the meeting. The attendance of a director at a meeting
shall constitute a waiver of notice of such meeting, except where a director
attends a meeting for the express purpose of objecting at the beginning of the
meeting to the transaction of any business because such meeting is not lawfully
called or convened. Except as otherwise required by law, by the Certificate or
by these By-laws, neither the business to be transacted at, nor the purpose of,
any meeting of the Board of Directors need be specified in the notice or waiver
of notice of such meeting.
 
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         SECTION 10. QUORUM. At any meeting of the Board of Directors, a
majority of the total number of directors shall constitute a quorum for the
transaction of business, but if less than a quorum is present at a meeting, a
majority of the directors present may adjourn the meeting from time to time, and
the meeting may be held as adjourned without further notice, except as provided
in Section 9 of this Article II. Any business which might have been transacted
at the meeting as originally noticed may be transacted at such adjourned meeting
at which a quorum is present. For purposes of this section, the total number of
directors includes any unfilled vacancies on the Board of Directors.
 
         SECTION 11. ACTION AT MEETING. At any meeting of the Board of Directors
at which a quorum is present, the vote of a majority of the directors present
shall constitute action by the Board of Directors, unless otherwise required by
law, by the Certificate or by these By-laws.
 
         SECTION 12. ACTION BY CONSENT. Any action required or permitted to be
taken at any meeting of the Board of Directors may be taken without a meeting if
all members of the Board of Directors consent thereto in writing or by
electronic transmission and the writing or writings or electronic transmission
or transmissions are filed with the records of the meetings of the Board of
Directors. Such filing shall be in paper form if the minutes are maintained in
paper form and shall be in electronic form if the minutes are maintained in
electronic form. Such consent shall be treated as a resolution of the Board of
Directors for all purposes.
 
         SECTION 13. MANNER OF PARTICIPATION. Directors may participate in
meetings of the Board of Directors by means of conference telephone or other
communications equipment by means of which all directors participating in the
meeting can hear each other, and participation in a meeting in accordance
herewith shall constitute presence in person at such meeting for purposes of
these By-laws.
 
         SECTION 14. COMMITTEES. The Board of Directors, by vote of a majority
of the directors then in office, may elect one or more committees, including,
without limitation, a Compensation Committee, a Nominating and Corporate
Governance Committee and an Audit Committee, and may delegate thereto some or
all of its powers except those which by law, by the Certificate or by these
By-laws may not be delegated. Except as the Board of Directors may otherwise
determine, any such committee may make rules for the conduct of its business,
but unless otherwise provided by the Board of Directors or in such rules, its
business shall be conducted so far as possible in the same manner as is provided
by these By-laws for the Board of Directors. All members of such committees
shall hold such offices at the pleasure of the Board of Directors. The Board of
Directors may abolish any such committee at any time. Any committee to which the
Board of Directors delegates any of its powers or duties shall keep records of
its meetings and shall report its action to the Board of Directors.
 
         SECTION 15. COMPENSATION OF DIRECTORS. Directors shall receive such
compensation for their services as shall be determined by a majority of the
Board of Directors, or a designated committee thereof, provided that directors
who are serving the Corporation as employees and who receive compensation for
their services as such, shall not receive any salary or other compensation for
their services as directors of the Corporation.
 
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                                   ARTICLE III
 
                                    OFFICERS
 
         SECTION 1. ENUMERATION. The officers of the Corporation shall consist
of a Chief Executive Officer, a Treasurer, a Secretary and such other officers,
including, without limitation, a Chairman of the Board of Directors, a President
and one or more Vice Presidents (including Executive Vice Presidents or Senior
Vice Presidents), Assistant Vice Presidents, Assistant Treasurers and Assistant
Secretaries, as the Board of Directors may determine.
 
         SECTION 2. ELECTION. At the regular annual meeting of the Board of
Directors following the Annual Meeting, the Board of Directors shall elect the
Chief Executive Officer, the President, the Treasurer and the Secretary. Other
officers may be elected by the Board of Directors at such regular annual meeting
of the Board of Directors or at any other regular or special meeting.
 
         SECTION 3. QUALIFICATION. No officer need be a stockholder or a
director. Any person may occupy more than one office of the Corporation at any
time.
 
         SECTION 4. TENURE. Except as otherwise provided by the Certificate or
by these By-laws, each of the officers of the Corporation shall hold office
until the regular annual meeting of the Board of Directors following the next
Annual Meeting and until his or her successor is elected and qualified or until
his or her earlier resignation or removal.
 
         SECTION 5. RESIGNATION. Any officer may resign by delivering his or her
written resignation to the Corporation addressed to the Chief Executive Officer
or the Secretary, and such resignation shall be effective upon receipt unless it
is specified to be effective at some other time or upon the happening of some
other event.
 
         SECTION 6. REMOVAL. Except as otherwise provided by law, the Board of
Directors may remove any officer with or without cause by the affirmative vote
of a majority of the directors then in office.
 
         SECTION 7. ABSENCE OR DISABILITY. In the event of the absence or
disability of any officer, the Board of Directors may designate another officer
to act temporarily in place of such absent or disabled officer.
 
         SECTION 8. VACANCIES. Any vacancy in any office may be filled for the
unexpired portion of the term by the Board of Directors.
 
         SECTION 9. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall,
subject to the direction of the Board of Directors, have such powers and shall
perform such duties as the Board of Directors may from time to time designate.
If there is no Chairman of the Board or if he or she
 
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is absent, the Chief Executive Officer shall preside, when present, at all
meetings of stockholders and of the Board of Directors.
 
         SECTION 10. CHAIRMAN OF THE BOARD. The Chairman of the Board, if one is
elected, shall preside, when present, at all meetings of the stockholders and of
the Board of Directors. The Chairman of the Board shall have such other powers
and shall perform such other duties as the Board of Directors may from time to
time designate.
 
         SECTION 11. PRESIDENT. The President, if one is elected, shall have
such powers and shall perform such duties as the Board of Directors may from
time to time designate.
 
         SECTION 12. CHIEF FINANCIAL OFFICER. The Chief Financial Officer, if
one is elected, shall have such powers and shall perform such duties as the
Board of Directors may from time to time designate.
 
         SECTION 13. CHIEF OPERATING OFFICER. The Chief Operating Officer, if
one is elected, shall have such powers and shall perform such duties as the
Board of Directors may from time to time designate.
 
         SECTION 14. VICE PRESIDENTS AND ASSISTANT VICE PRESIDENTS. Any Vice
President (including any Executive Vice President or Senior Vice President) and
any Assistant Vice President shall have such powers and shall perform such
duties as the Board of Directors or the Chief Executive Officer may from time to
time designate.
 
         SECTION 15. TREASURER AND ASSISTANT TREASURERS. The Treasurer shall,
subject to the direction of the Board of Directors and except as the Board of
Directors or the Chief Executive Officer may otherwise provide, have general
charge of the financial affairs of the Corporation and shall cause to be kept
accurate books of account. The Treasurer shall have custody of all funds,
securities, and valuable documents of the Corporation. He or she shall have such
other duties and powers as may be designated from time to time by the Board of
Directors or the Chief Executive Officer.
 
         Any Assistant Treasurer shall have such powers and perform such duties
as the Board of Directors or the Chief Executive Officer may from time to time
designate.
 
         SECTION 16. SECRETARY AND ASSISTANT SECRETARIES. The Secretary shall
record all the proceedings of the meetings of the stockholders and the Board of
Directors (including committees of the Board) in books kept for that purpose. In
his or her absence from any such meeting, a temporary secretary chosen at the
meeting shall record the proceedings thereof. The Secretary shall have charge of
the stock ledger (which may, however, be kept by any transfer or other agent of
the Corporation). The Secretary shall have custody of the seal of the
Corporation, and the Secretary, or an Assistant Secretary, shall have authority
to affix it to any instrument requiring it, and, when so affixed, the seal may
be attested by his or her signature or that of an Assistant Secretary. The
Secretary shall have such other duties and powers as may be designated
 
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from time to time by the Board of Directors or the Chief Executive Officer. In
the absence of the Secretary, any Assistant Secretary may perform his or her
duties and responsibilities.
 
         Any Assistant Secretary shall have such powers and perform such duties
as the Board of Directors or the Chief Executive Officer may from time to time
designate.
 
         SECTION 17. OTHER POWERS AND DUTIES. Subject to these By-laws and to
such limitations as the Board of Directors may from time to time prescribe, the
officers of the Corporation shall each have such powers and duties as generally
pertain to their respective offices, as well as such powers and duties as from
time to time may be conferred by the Board of Directors or the Chief Executive
Officer.
 
                                   ARTICLE IV
 
                                  CAPITAL STOCK
 
         SECTION 1. CERTIFICATES OF STOCK. Each stockholder shall be entitled to
a certificate of the capital stock of the Corporation in such form as may from
time to time be prescribed by the Board of Directors. Such certificate shall be
signed by the Chairman of the Board of Directors, the Chief Executive Officer,
the President or a Vice President and by the Treasurer or an Assistant
Treasurer, or the Secretary or an Assistant Secretary. The Corporation seal and
the signatures by the Corporation's officers, the transfer agent or the
registrar may be facsimiles. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed on such 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 he or she were such officer, transfer agent or registrar at the time of
its issue. Every certificate for shares of stock which are subject to any
restriction on transfer and every certificate issued when the Corporation is
authorized to issue more than one class or series of stock shall contain such
legend with respect thereto as is required by law.
 
         SECTION 2. TRANSFERS. Subject to any restrictions on transfer and
unless otherwise provided by the Board of Directors, shares of stock may be
transferred only on the books of the Corporation by the surrender to the
Corporation or its transfer agent of the certificate theretofore properly
endorsed or accompanied by a written assignment or power of attorney properly
executed, with transfer stamps (if necessary) affixed, and with such proof of
the authenticity of signature as the Corporation or its transfer agent may
reasonably require.
 
         SECTION 3. RECORD HOLDERS. Except as may otherwise be required by law,
by the Certificate or by these By-laws, the Corporation shall be entitled to
treat the record holder of stock as shown on its books as the owner of such
stock for all purposes, including the payment of dividends and the right to vote
with respect thereto, regardless of any transfer, pledge or other disposition of
such stock, until the shares have been transferred on the books of the
Corporation in accordance with the requirements of these By-laws.
 
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         SECTION 4. 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 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 record date: (a) in the case of
determination of stockholders entitled to vote at any meeting of stockholders,
shall, unless otherwise required by law, not be more than sixty nor less than
ten days before the date of such meeting and (b) in the case of any other
action, shall not be more than sixty days prior to such other action. If no
record date is fixed: (i) the record date for determining stockholders entitled
to notice of or to vote at a meeting of stockholders shall be at the close of
business on the day next preceding the day on which notice is given, or, if
notice is waived, at the close of business on the day next preceding the day on
which the meeting is held; and (ii) the record date for determining stockholders
for any other purpose shall be at the close of business on the day on which the
Board of Directors adopts the resolution relating thereto.
 
         SECTION 5. REPLACEMENT OF CERTIFICATES. In case of the alleged loss,
destruction or mutilation of a certificate of stock, a duplicate certificate may
be issued in place thereof, upon such terms as the Board of Directors may
prescribe.
 
                                    ARTICLE V
 
                                 INDEMNIFICATION
 
         SECTION 1. DEFINITIONS. For purposes of this Article:
 
         (a)   "CORPORATE STATUS" describes the status of a person who is
serving or has served (i) as a Director of the Corporation, (ii) as an Officer
of the Corporation, or (iii) as a director, partner, trustee, officer, employee
or agent of any other corporation, partnership, limited liability company, joint
venture, trust, employee benefit plan, foundation, association, organization or
other legal entity which such person is or was serving at the request of the
Corporation. For purposes of this Section 1(a), an Officer or Director of the
Corporation who is serving or has served as a director, partner, trustee,
officer, employee or agent of a Subsidiary shall be deemed to be serving at the
request of the Corporation. Notwithstanding the foregoing, "Corporate Status"
shall not include the status of a person who is serving or has served as a
director, officer, employee or agent of a constituent corporation absorbed in a
merger or consolidation transaction with the Corporation with respect to such
person's activities prior to said transaction, unless specifically authorized by
the Board of Directors or the stockholders of the Corporation;
 
         (b)   "DIRECTOR" means any person who serves or has served the
Corporation as a director on the Board of Directors of the Corporation;
 
         (c)   "DISINTERESTED DIRECTOR" means, with respect to each Proceeding
in respect of which indemnification is sought hereunder, a Director of the
Corporation who is not and was not a party to such Proceeding;
 
                                       12
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         (d)   "EXPENSES" means all attorneys' fees, retainers, court costs,
transcript costs, fees of expert witnesses, private investigators and
professional advisors (including, without limitation, accountants and investment
bankers), travel expenses, duplicating costs, printing and binding costs, costs
of preparation of demonstrative evidence and other courtroom presentation aids
and devices, costs incurred in connection with document review, organization,
imaging and computerization, telephone charges, postage, delivery service fees,
and all other disbursements, costs or expenses of the type customarily incurred
in connection with prosecuting, defending, preparing to prosecute or defend,
investigating, being or preparing to be a witness in, settling or otherwise
participating in, a Proceeding;
 
         (e)   "LIABILITIES" means judgments, damages, liabilities, losses,
penalties, excise taxes, fines and amounts paid in settlement.
 
         (f)   "NON-OFFICER EMPLOYEE" means any person who serves or has served
as an employee or agent of the Corporation, but who is not or was not a Director
or Officer;
 
         (g)   "OFFICER" means any person who serves or has served the
Corporation as an officer of the Corporation appointed by the Board of Directors
of the Corporation;
 
         (h)   "PROCEEDING" means any threatened, pending or completed action,
suit, arbitration, alternate dispute resolution mechanism, inquiry,
investigation, administrative hearing or other proceeding, whether civil,
criminal, administrative, arbitrative or investigative; and
 
         (i)   "SUBSIDIARY" shall mean any corporation, partnership, limited
liability company, joint venture, trust or other entity of which the Corporation
owns (either directly or through or together with another Subsidiary of the
Corporation) either (i) a general partner, managing member or other similar
interest or (ii) (A) 50% or more of the voting power of the voting capital
equity interests of such corporation, partnership, limited liability company,
joint venture or other entity, or (B) 50% or more of the outstanding voting
capital stock or other voting equity interests of such corporation, partnership,
limited liability company, joint venture or other entity.
 
         SECTION 2. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
 
         (a)   Subject to the operation of Section 4 of this Article V of these
By-laws, each Director and Officer shall be indemnified and held harmless by the
Corporation to the fullest extent authorized by the DGCL, as the same exists or
may hereafter be amended (but, in the case of any such amendment, only to the
extent that such amendment permits the Corporation to provide broader
indemnification rights than such law permitted the Corporation to provide prior
to such amendment) and to the extent authorized in this Section 2.
 
               (1)  Actions, Suits and Proceedings Other than By or In the Right
         of the Corporation. Each Director and Officer shall be indemnified and
         held harmless by the Corporation against any and all Expenses and
         Liabilities that are incurred or paid by such Director or Officer or on
         such Director's or Officer's behalf in connection with any Proceeding
         or any claim, issue or matter therein (other than an action by or in
         the right of the Corporation), which such Director or Officer is, or is
         threatened to be made, a party to or participant in by reason of such
         Director's or Officer's Corporate Status, if such
 
                                       13
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         Director or Officer acted in good faith and in a manner such Director
         or Officer reasonably believed to be in or not opposed to the best
         interests of the Corporation and, with respect to any criminal
         proceeding, had no reasonable cause to believe his or her conduct was
         unlawful.
 
               (2)  Actions, Suits and Proceedings By or In the Right of the
         Corporation. Each Director and Officer shall be indemnified and held
         harmless by the Corporation against any and all Expenses that are
         incurred by such Director or Officer or on such Director's or Officer's
         behalf in connection with any Proceeding or any claim, issue or matter
         therein by or in the right of the Company, which such Director or
         Officer is, or is threatened to be made, a party to or participant in
         by reason of such Director's or Officer's Corporate Status, if such
         Director or Officer acted in good faith and in a manner such Director
         or Officer reasonably believed to be in or not opposed to the best
         interests of the Corporation and, with respect to any criminal
         proceeding, had no reasonable cause to believe his or her conduct was
         unlawful; provided, however, that no indemnification shall be made
         under this Section 2(a)(2) in respect of any claim, issue or matter as
         to which such Director or Officer shall have been finally adjudged by a
         court of competent jurisdiction to be liable to the Company, unless,
         and only to the extent that, the Court of Chancery or another court in
         which such Proceeding was brought shall determine upon application
         that, despite adjudication of liability, but in view of all the
         circumstances of the case, such Director or Officer is fairly and
         reasonably entitled to indemnification for such Expenses that such
         court deem proper.
 
               (3)  The rights of indemnification provided by this Section 2
         shall continue as to a Director or Officer after he or she has ceased
         to be a Director or Officer and shall inure to the benefit of his or
         her heirs, executors, administrators and personal representatives.
         Notwithstanding the foregoing, the Corporation shall indemnify any
         Director or Officer seeking indemnification in connection with a
         Proceeding initiated by such Director or Officer only if such
         Proceeding was authorized in advance by the Board of Directors of the
         Corporation, unless such Proceeding was brought to enforce an Officer
         or Director's rights to indemnification or, in the case of Directors,
         advancement of Expenses under these By-laws in accordance with the
         provisions set forth herein.
 
         SECTION 3. INDEMNIFICATION OF NON-OFFICER EMPLOYEES. Subject to the
operation of Section 4 of this Article V of these By-laws, each Non-Officer
Employee may, in the discretion of the Board of Directors of the Corporation, be
indemnified by the Corporation to the fullest extent authorized by the DGCL, as
the same exists or may hereafter be amended, against any or all Expenses and
Liabilities that are incurred by such Non-Officer Employee or on such
Non-Officer Employee's behalf in connection with any threatened, pending or
completed Proceeding, or any claim, issue or matter therein, which such
Non-Officer Employee is, or is threatened to be made, a party to or participant
in by reason of such Non-Officer Employee's Corporate Status, if such
Non-Officer Employee acted in good faith and in a manner such Non-Officer
Employee reasonably believed to be in or not opposed to the best interests of
the Corporation and, with respect to any criminal proceeding, had no reasonable
cause to believe his or her conduct was unlawful. The rights of indemnification
provided by this Section 3 shall exist as to a Non-Officer Employee after he or
she has ceased to be a Non-Officer Employee and shall inure to the
 
                                       14
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benefit of his or her heirs, personal representatives, executors and
administrators. Notwithstanding the foregoing, the Corporation may indemnify any
Non-Officer Employee seeking indemnification in connection with a Proceeding
initiated by such Non-Officer Employee only if such Proceeding was authorized in
advance by the Board of Directors of the Corporation.
 
         SECTION 4. GOOD FAITH. Unless ordered by a court, no indemnification
shall be provided pursuant to this Article V to a Director, to an Officer or to
a Non-Officer Employee unless a determination shall have been made that 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 Proceeding, such person had no reasonable cause to believe his or
her conduct was unlawful. Such determination shall be made by (a) a majority
vote of the Disinterested Directors, even though less than a quorum of the Board
of Directors, (b) a committee comprised of Disinterested Directors, such
committee having been designated by a majority vote of the Disinterested
Directors (even though less than a quorum), (c) if there are no such
Disinterested Directors, or if a majority of Disinterested Directors so directs,
by independent legal counsel in a written opinion, or (d) by the stockholders of
the Corporation.
 
         SECTION 5. ADVANCEMENT OF EXPENSES TO DIRECTORS PRIOR TO FINAL
DISPOSITION.
 
         (a)   The Corporation shall advance all Expenses incurred by or on
behalf of any Director in connection with any Proceeding in which such Director
is involved by reason of such Director's Corporate Status within 30 days after
the receipt by the Corporation of a written statement from such Director
requesting such advance or advances from time to time, whether prior to or after
final disposition of such Proceeding. Such statement or statements shall
reasonably evidence the Expenses incurred by such Director and shall be preceded
or accompanied by an undertaking by or on behalf of such Director to repay any
Expenses so advanced if it shall ultimately be determined that such Director is
not entitled to be indemnified against such Expenses. Notwithstanding the
foregoing, the Corporation shall advance all Expenses incurred by or on behalf
of any Director seeking advancement of expenses hereunder in connection with a
Proceeding initiated by such Director only if such Proceeding was (i) authorized
by the Board of Directors of the Corporation, or (ii) brought to enforce
Director's rights to indemnification or advancement of Expenses under these
By-laws.
 
         (b)   If a claim for advancement of Expenses hereunder by a Director is
not paid in full by the Corporation within 30 days after receipt by the
Corporation of documentation of Expenses and the required undertaking, such
Director may at any time thereafter bring suit against the Corporation to
recover the unpaid amount of the claim and if successful in whole or in part,
such Director shall also be entitled to be paid the expenses of prosecuting such
claim. The failure of the Corporation (including its Board of Directors or any
committee thereof, independent legal counsel, or stockholders) to make a
determination concerning the permissibility of such advancement of Expenses
under this Article V shall not be a defense to the action and shall not create a
presumption that such advancement is not permissible. The burden of proving that
a Director is not entitled to an advancement of expenses shall be on the
Corporation.
 
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         (c)   In any suit brought by the Corporation to recover an advancement
of expenses pursuant to the terms of an undertaking, the Corporation shall be
entitled to recover such expenses upon a final adjudication that the Director
has not met any applicable standard for indemnification set forth in the DGCL.
 
         SECTION 6. ADVANCEMENT OF EXPENSES TO OFFICERS AND NON-OFFICER
EMPLOYEES PRIOR TO FINAL DISPOSITION.
 
         (a)   The Corporation may, at the discretion of the Board of Directors
of the Corporation, advance any or all Expenses incurred by or on behalf of any
Officer or any Non-Officer Employee in connection with any Proceeding in which
such is involved by reason of the Corporate Status of such Officer or
Non-Officer Employee upon the receipt by the Corporation of a statement or
statements from such Officer or Non-Officer Employee requesting such advance or
advances from time to time, whether prior to or after final disposition of such
Proceeding. Such statement or statements shall reasonably evidence the Expenses
incurred by such Officer and Non-Officer Employee and shall be preceded or
accompanied by an undertaking by or on behalf of such to repay any Expenses so
advanced if it shall ultimately be determined that such Officer or Non-Officer
Employee is not entitled to be indemnified against such Expenses.
 
         (b)   In any suit brought by the Corporation to recover an advancement
of expenses pursuant to the terms of an undertaking, the Corporation shall be
entitled to recover such expenses upon a final adjudication that the Officer or
Non-Officer Employee has not met any applicable standard for indemnification set
forth in the DGCL.
 
         SECTION 7. CONTRACTUAL NATURE OF RIGHTS.
 
         (a)   The foregoing provisions of this Article V shall be deemed to be
a contract between the Corporation and each Director and Officer entitled to the
benefits hereof at any time while this Article V is in effect, and any repeal or
modification thereof shall not affect any rights or obligations then existing
with respect to any state of facts then or theretofore existing or any
Proceeding theretofore or thereafter brought based in whole or in part upon any
such state of facts.
 
         (b)   If a claim for indemnification hereunder by a Director or Officer
is not paid in full by the Corporation within 60 days after receipt by the
Corporation of a written claim for indemnification, such Director or Officer may
at any time thereafter bring suit against the Corporation to recover the unpaid
amount of the claim, and if successful in whole or in part, such Director or
Officer shall also be entitled to be paid the expenses of prosecuting such
claim. The failure of the Corporation (including its Board of Directors or any
committee thereof, independent legal counsel, or stockholders) to make a
determination concerning the permissibility of such indemnification under this
Article V shall not be a defense to the action and shall not create a
presumption that such indemnification is not permissible. The burden of proving
that a Director or Officer is not entitled to indemnification shall be on the
Corporation.
 
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         (c)   In any suit brought by a Director or Officer to enforce a right
to indemnification hereunder, it shall be a defense that such Director or
Officer has not met any applicable standard for indemnification set forth in the
DGCL.
 
         SECTION 8. NON-EXCLUSIVITY OF RIGHTS. The rights to indemnification and
to advancement of Expenses set forth in this Article V shall not be exclusive of
any other right which any Director, Officer, or Non-Officer Employee may have or
hereafter acquire under any statute, provision of the Certificate or these
By-laws, agreement, vote of stockholders or Disinterested Directors or
otherwise.
 
         SECTION 9. INSURANCE. The Corporation may maintain insurance, at its
expense, to protect itself and any Director, Officer or Non-Officer Employee
against any liability of any character asserted against or incurred by the
Corporation or any such Director, Officer or Non-Officer Employee, or arising
out of any such person's Corporate Status, whether or not the Corporation would
have the power to indemnify such person against such liability under the DGCL or
the provisions of this Article V.
 
         SECTION 10. OTHER INDEMNIFICATION. The Corporation's obligation, if
any, to indemnify any person under this Article V as a result of such person
serving, at the request of the Corporation, as a director, partner, trustee,
officer, employee or agent of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise shall be reduced by any amount
such person may collect as indemnification from such other corporation,
partnership, joint venture, trust, employee benefit plan or enterprise.
 
                                   ARTICLE VI
 
                            MISCELLANEOUS PROVISIONS
 
         SECTION 1. FISCAL YEAR. The fiscal year of the Corporation shall be
determined by the Board of Directors.
 
         SECTION 2. SEAL. The Board of Directors shall have power to adopt and
alter the seal of the Corporation.
 
         SECTION 3. EXECUTION OF INSTRUMENTS. All deeds, leases, transfers,
contracts, bonds, notes and other obligations to be entered into by the
Corporation in the ordinary course of its business without director action may
be executed on behalf of the Corporation by the Chief Executive Officer,
Chairman of the Board, if one is elected, the President, or the Chief Financial
Officer, or the Treasurer or any other officer, employee or agent of the
Corporation as the Board of Directors or Executive Committee may authorize.
 
         SECTION 4. VOTING OF SECURITIES. Unless the Board of Directors
otherwise provides, the Chairman of the Board, if one is elected, the Chief
Executive Officer or the Treasurer may waive notice of and act on behalf of this
Corporation, or appoint another person or persons to act
 
                                       17
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as proxy or attorney in fact for this Corporation with or without discretionary
power and/or power of substitution, at any meeting of stockholders or
shareholders of any other corporation or organization, any of whose securities
are held by this Corporation.
 
         SECTION 5. RESIDENT AGENT. The Board of Directors may appoint a
resident agent upon whom legal process may be served in any action or proceeding
against the Corporation.
 
         SECTION 6. CORPORATE RECORDS. The original or attested copies of the
Certificate, By-laws and records of all meetings of the incorporators,
stockholders and the Board of Directors and the stock transfer books, which
shall contain the names of all stockholders, their record addresses and the
amount of stock held by each, may be kept outside the State of Delaware and
shall be kept at the principal office of the Corporation, at the office of its
counsel or at an office of its transfer agent or at such other place or places
as may be designated from time to time by the Board of Directors.
 
         SECTION 7. CERTIFICATE. All references in these By-laws to the
Certificate shall be deemed to refer to the Certificate of Incorporation of the
Corporation, as amended and in effect from time to time.
 
         SECTION 8. AMENDMENT OF BY-LAWS.
 
         (a)   AMENDMENT BY DIRECTORS. Except as provided otherwise by law,
these By-laws may be amended or repealed by the Board of Directors by the
affirmative vote of a majority of the directors then in office.
 
         (b)   AMENDMENT BY STOCKHOLDERS. These By-laws may be amended or
repealed at any Annual Meeting, or special meeting of stockholders called for
such purpose, by the affirmative vote of at least 75% of the outstanding shares
entitled to vote on such amendment or repeal, voting together as a single class;
provided, however, that if the Board of Directors recommends that stockholders
approve such amendment or repeal at such meeting of stockholders, such amendment
or repeal shall only require the affirmative vote of the majority of the
outstanding shares entitled to vote on such amendment or repeal, voting together
as a single class. Notwithstanding the foregoing, stockholder approval shall not
be required unless mandated by the Certificate, these By-laws, or other
applicable law.
 
         SECTION 9. NOTICES. If mailed, notice to stockholders shall be deemed
given when deposited in the mail, postage prepaid, directed to the stockholder
at such stockholder's address as it appears on the records of the Corporation.
Without limiting the manner by which notice otherwise may be given to
stockholders, any notice to stockholders may be given by electronic transmission
in the manner provided in Section 232 of the DGCL.
 
         SECTION 10. WAIVERS. A written waiver of any notice, signed by a
stockholder or director, or waiver by electronic transmission by such person,
whether given before or after the time of the event for which notice is to be
given, shall be deemed equivalent to the notice
 
                                       18
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required to be given to such person. Neither the business nor the purpose of any
meeting need be specified in such a waiver.
 
Adopted: December 15, 2005 and effective as of _______________, 2006.
 
 

[As Filed: 2006-03-23]