EXHIBIT 3.3A
 
                              BYLAWS OF P-COM, INC.
 
                  (amended and restated as of August 27, 2002)
 
                                    ARTICLE I
 
                                     OFFICES
 
     Section 1. The registered office shall be in the City of Wilmington, County
of New Castle, State of Delaware.
 
     Section 2. The corporation may also have offices at such other places both
within and without the State of Delaware as the Board of Directors may from time
to time determine or the business of the corporation may require.
 
                                   ARTICLE II
 
                            MEETINGS OF STOCKHOLDERS
 
     Section 1. All meetings of the stockholders for the election of directors
shall be held in the City of Campbell, State of California, at such place as may
be fixed from time to time by the Board of Directors, or at such other place
either within or without the State of Delaware as shall be designated from time
to time by the Board of Directors and stated in the notice of the meeting.
Meetings of stockholders for any other purpose may be held at such time and
place, within or without the State of Delaware, as shall be stated in the notice
of the meeting or in a duly executed waiver of notice thereof.
 
     Section 2. Annual meetings of stockholders, commencing with the year 1992,
shall be held at such date and time as shall be designated from time to time by
the Board of Directors and stated in the notice of the meeting, at which they
shall elect, by a plurality vote and subject to the provisions of the
certificate of incorporation of the corporation, a board of directors
 
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and transact such other business as may properly be brought before the meeting.
 
     Section 3. Written notice of the annual meeting stating the place, date and
hour of the meeting shall be given to each stockholder entitled to vote at such
meeting not less than ten (10) nor more than sixty (60) days before the date of
the meeting.
 
     Section 4. The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.
 
     Section 5. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the certificate of
incorporation, may be called by the president and shall be called by the
president or secretary at the request in writing of a majority of the Board of
Directors, or at the request in writing of stockholders owning at least (i) a
majority of the entire capital stock of the corporation issued and outstanding
and entitled to vote if the corporation is subject to the reporting requirements
of Section 12(g) or 15(d) of the Securities Exchange Act of 1934, as amended, on
the date of such request, or (ii) 10% of the entire capital stock of the
corporation issued and outstanding and entitled to vote if the corporation is
not subject to such reporting requirements on the date of such request. Such
request shall state the purpose or purposes of the proposed meeting.
 
     Section 6. Written notice of a special meeting stating the place, date and
hour of
 
 
 
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the meeting and the purpose or purposes for which the meeting is called, shall
be given not less than ten (10) nor more than sixty (60) days before the date of
the meeting, to each stockholder entitled to vote at such meeting.
 
     Section 7. Business transacted at any special meeting of stockholders shall
be limited to the purposes stated in the notice.
 
     Section 8. The holders of fifty percent (50%) of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
certificate of incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have 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. At such adjourned
meeting at which a quorum shall be present or represented any business may be
transacted which might have been transacted at the meeting as originally
notified. If the adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.
 
     Section 9. 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, a different vote is required, in which case such
express provision shall govern and control the decision of such question.
 
     Section 10. 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, but no
 
 
 
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proxy shall be voted on after three years from its date, unless the proxy
provides for a longer period.
 
     Section 11. Unless otherwise provided in the certificate of incorporation,
any action required to be taken at any annual or special meeting of stockholders
of the corporation, or any action which may be taken at any annual or special
meeting of such stockholders, may be taken without a meeting, without prior
notice and without a vote, if a consent in writing, setting forth the action so
taken, shall be signed by the holders of outstanding stock having not less than
the minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voted. Prompt notice of the taking of the corporate action without a meeting
by less than unanimous written consent shall be given to those stockholders who
have not consented in writing.
 
                                   ARTICLE III
 
                                    DIRECTORS
 
     Section 1. The number of directors which shall constitute the whole board
shall be determined by resolution of the Board of Directors or by the
stockholders at the annual meeting of the stockholders, except as provided in
Section 2 of this Article, and each director elected shall hold office until
such director's successor is elected and qualified. Directors need not be
stockholders.
 
     Section 2. Subject to the provisions of the corporations certificate of
incorporation, vacancies and new created directorships resulting from any
increase in the authorized number of directors may be filled by a majority of
the directors then in office, though less than a quorum, or by a sole remaining
director, and the directors so chosen shall hold office until the next annual
election and until their successors are duly elected and shall qualify, unless
sooner displaced. If there are no directors in office, then an election of
directors may be held in
 
 
 
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the manner provided by statute. If, at the time of filling any vacancy or any
newly created directorship, the directors then in office shall constitute less
than a majority of the whole board (as constituted immediately prior to any such
increase), the Court of Chancery may, upon application of any stockholder or
stockholders holding at least ten percent of the total number of the shares at
the time outstanding having the right to vote for such directors, summarily
order an election to be held to fill any such vacancies or newly created
directorships, or to replace the directors chosen by the directors then in
office.
 
     Section 3. The business of the corporation shall be managed by or under the
direction of its board of directors which may exercise all such powers of the
corporation and do all such lawful acts and things as 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.
 
                       MEETINGS OF THE BOARD OF DIRECTORS
 
     Section 4. The Board of Directors of the corporation may hold meetings,
both regular and special, either within or without the State of Delaware.
 
     Section 5. The first meeting of each newly elected Board of Directors shall
be held at such time and place as shall be fixed by the vote of the stockholders
at the annual meeting and no notice of such meeting shall be necessary to the
newly elected directors in order legally to constitute the meeting, provided a
quorum shall be present. In the event of the failure of the stockholders to fix
the time or place of such first meeting of the newly elected Board of Directors,
or in the event such meeting is not held at the time and place so fixed by the
stockholders, the meeting may be held at such time and place as shall be
specified in a notice given as hereinafter provided for special meetings of the
Board of Directors, or as shall be specified in a written waiver signed by all
of the directors.
 
     Section 6. Regular meetings of the Board of Directors may be held without
notice at such time and at such place as shall from time to time be determined
by the board.
 
 
 
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     Section 7. Special meetings of the board may be called by the president on
two (2) days' notice to each director by mail or forty-eight (48) hours notice
to each director either personally, by facsimile, by courier service or by
telegram; special meetings shall be called by the president or secretary in like
manner and on like notice on the written request of two directors unless the
board consists of only one director, in which case special meetings shall be
called by the president or secretary in like manner and on like notice on the
written request of the sole director.
 
     Section 8. At all meetings of the board a majority of the 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
statute or by the certificate of incorporation. If a quorum shall not be present
at any meeting of the Board of Directors, the directors present thereat may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present.
 
     Section 9. Unless otherwise restricted by the certificate of incorporation
of 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 or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with the minutes of
proceedings of the board or committee.
 
     Section 10. Unless otherwise restricted by the certificate of incorporation
or these bylaws, members of the Board of Directors, or any committee designated
by the Board of Directors, may participate in a meeting of the Board of
Directors, or any committee, 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.
 
 
 
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                             COMMITTEES OF DIRECTORS
 
     Section 11. The Board of Directors may, by resolution passed by a majority
of the whole board, designate one or more committees, each committee to consist
of one or more of the directors of the corporation. The board 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.
 
     In the absence of disqualification of a member of a committee, the member
or members thereof present at any meeting and not disqualified from voting,
whether or not such member or members constitute a quorum, may unanimously
appoint another member of the Board of Directors to act at the meeting in the
place of any such absent or disqualified member.
 
     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 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.
 
     Section 12. Each committee shall keep regular minutes of its meetings and
report the same to the Board of Directors when required.
 
 
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                            COMPENSATION OF DIRECTORS
 
     Section 13. 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 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.
 
                              REMOVAL OF DIRECTORS
 
     Section 14. Unless otherwise restricted by the certificate of incorporation
or bylaw, any director or the entire Board of Directors may be removed, with or
without cause, by the holders of a majority of shares entitled to vote at an
election of directors.
 
                                   ARTICLE IV
 
                                     NOTICES
 
     Section 1. Whenever, under the provisions of the statutes or of the
certificate of incorporation or of these bylaws, notice is required to be given
to any director or stockholder, it shall not be construed to mean personal
notice, but such notice may be given in writing by courier service, or by mail,
addressed to such director or stockholder, at such director's or stockholder'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 by the courier
service. Notice to directors may also be given by facsimile or telegram.
 
 
 
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     Section 2. Whenever any notice is required to be given under the provisions
of the statutes 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.
 
                                    ARTICLE V
 
                                    OFFICERS
 
     Section 1. The officers of the corporation shall be chosen by the Board of
Directors and shall be a president, treasurer and a secretary. The Board of
Directors may elect from among its members a Chairman of the Board and a Vice
Chairman of the Board. The Board of Directors may also choose one or more
vice-presidents, assistant secretaries and assistant treasurers. Any number of
offices may be held by the same person, unless the certificate of incorporation
or these bylaws otherwise provide.
 
     Section 2. The Board of Directors at its first meeting after each annual
meeting of stockholders shall choose a president, a treasurer, and a secretary
and may choose vice presidents.
 
     Section 3. The Board of Directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board.
 
     Section 4. The salaries of all officers and agents of the corporation shall
be fixed by the Board of Directors.
 
     Section 5. The officers of the corporation shall hold office until their
successors are chosen and qualify. Any officer elected or appointed by the Board
of Directors may be removed at any time by the affirmative vote of a majority of
the Board of Directors. Any vacancy occurring in any office of the corporation
shall be filled by the Board of Directors.
 
 
 
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                            THE CHAIRMAN OF THE BOARD
 
     Section 6. The Chairman of the Board, if any, shall preside at all meetings
of the Board of Directors and of the stockholders at which such Chairman shall
be present. The Chairman shall have and may exercise such powers as are, from
time to time, assigned to such Chairman by the Board and as may be provided by
law.
 
     Section 7. In the absence of the Chairman of the Board, the Vice Chairman
of the Board, if any, shall preside at all meetings of the Board of Directors
and of the stockholders at which such Chairman shall be present. The Vice
Chairman shall have and may exercise such powers as are, from time to time,
assigned to such officer by the Board and as may be provided by law.
 
                        THE PRESIDENT AND VICE-PRESIDENTS
 
     Section 8. The president shall be the chief executive officer of the
corporation; and, in the absence of the Chairman and Vice Chairman of the Board,
such officer shall preside at all meetings of the stockholders and the Board of
Directors. The President shall have general and active management of the
business of the corporation and shall see that all orders and resolutions of the
Board of Directors are carried into effect.
 
     Section 9. The President shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the corporation, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the Board of
Directors to some other officer or agent of the corporation.
 
     Section 10. In the absence of the president or in the event of the
president's inability or refusal to act, the vice-president, if any, (or in the
event there be more than one vice-president, the vice-presidents in the order
designated by the directors, or in the absence of any designation, then in the
order of their election) shall perform the duties of the president, and when so
acting, shall have all the powers of and be subject to all the restrictions upon
the president. The vice-presidents shall perform such other duties and have such
other powers as the Board of Directors may from time to time prescribe.
 
 
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                      THE SECRETARY AND ASSISTANT SECRETARY
 
     Section 11. The secretary shall attend all meetings of the Board of
Directors and all meetings of the stockholders and record all the proceedings of
the meetings of the corporation and of the Board of Directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. The Secretary shall give, or cause to be given, notice of all
meetings of the stockholders and special meetings of the Board of Directors, and
shall perform such other duties as may be prescribed by the Board of Directors
or president, under whose supervision such officer shall be. The secretary shall
have custody of the corporate seal of the corporation and such officer, or an
assistant secretary, shall have authority to affix the same to any instrument
requiring it and when so affixed, it may be attested by such officer's signature
or by the signature of such assistant secretary. The Board of Directors may give
general authority to any other officer to affix the seal of the corporation and
to attest the affixing by such officer's signature.
 
     Section 12. The assistant secretary, or if there be more than one, the
assistant secretaries in the order determined by the Board of Directors (or if
there be no such determination, then in the order of their election) shall, in
the absence of the secretary or in the event of such officer's inability or
refusal to act, perform the duties and exercise the powers of the secretary and
shall perform such other duties and have such other powers as the board of
directors may from time to time prescribe.
 
                     THE TREASURER AND ASSISTANT TREASURERS
 
     Section 13. The treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the Board of Directors.
 
     Section 14. The treasurer shall disburse the funds of the corporation as
may be
 
 
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<PAGE>
 
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the president and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all of such officer's transactions as treasurer and of the financial condition
of the corporation.
 
     Section 15. If required by the Board of Directors, the treasurer shall give
the corporation a bond (which shall be renewed every six years) in such sum and
with such surety or sureties as shall be satisfactory to the Board of Directors
for the faithful performance of the duties of such officer's office and for the
restoration to the corporation, in case of such officer's death, resignation,
retirement or removal from office, of all books, papers, vouchers, money and
other property of whatever kind in such officer's possession or under such
officer's control belonging to the corporation.
 
     Section 16. The assistant treasurer, or if there shall be more than one,
the assistant treasurers in the order determined by the Board of Directors (or
if there be no such determination, then in the order of their election) shall,
in the absence of the treasurer or in the event of the treasurer's inability or
refusal to act, perform the duties and exercise the powers of the treasurer and
shall perform such other duties and have such other powers as the Board of
Directors may from time to time prescribe.
 
                                   ARTICLE VI
 
                              CERTIFICATE OF STOCK
 
     Section 1. Every holder of stock in the corporation shall be entitled to
have a certificate, signed by, or in the name of the corporation by, the
chairman or vice- chairman of the Board of Directors, or the president or a
vice-president and the treasurer or an assistant treasurer, or the secretary or
an assistant secretary of the corporation, certifying the number of shares owned
by such holder in the corporation.
 
     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.
 
 
 
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<PAGE>
 
     If the corporation shall be authorized to issue more than one class of
stock or more than one series of any class, the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualification, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate which the corporation shall
issue to represent such class or series of stock, provided that, except as
otherwise provided in section 202 of the General Corporation Law of Delaware, in
lieu of the foregoing requirements, there may be set forth on the face or back
of the certificate which the corporation shall issue to represent such class or
series of stock, a statement that the corporation will furnish without charge to
each stockholder who so requests the powers, designations, preferences and
relative, participating, optional or other special rights of each class of stock
or series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights.
 
     Section 2. Any of or all the signatures on the certificate may be
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.
 
                                LOST CERTIFICATES
 
     Section 3. The Board of Directors may direct a new certificate or
certificates to be issued in place of 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 such
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 such lost, stolen or destroyed certificate or
 
 
 
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<PAGE>
 
certificates, or such owner's legal representative, 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.
 
                                TRANSFER OF STOCK
 
     Section 4. Upon surrender to the corporation or the transfer agent of the
corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignation or authority to 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.
 
                               FIXING RECORD DATE
 
     Section 5. In order that the corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholder or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the Board of Directors may fix, in advance, a record date,
which shall not be more than sixty nor less than ten days before the date of
such meeting, nor more than sixty days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a
 
 
 
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<PAGE>
 
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.
 
                             REGISTERED STOCKHOLDERS
 
     Section 6. 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 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.
 
                                   ARTICLE VII
 
                               GENERAL PROVISIONS
 
                                    DIVIDENDS
 
     Section 1. Dividends upon the capital stock of the corporation, subject to
the provisions of the certificate of incorporation, if any, may be declared by
the Board of Directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares of the capital stock,
subject to the provisions of the certificate of incorporation.
 
     Section 2. Before payment of any dividend, there may be set aside out of
any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purposes as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.
 
 
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<PAGE>
 
                                     CHECKS
 
     Section 3. 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.
 
                                   FISCAL YEAR
 
     Section 4. The fiscal year of the corporation shall be fixed by resolution
of the Board of Directors.
 
                                      SEAL
 
     Section 5. The Board of Directors may adopt a corporate seal having
inscribed thereon the name of the corporation, the year of its organization and
the words "Corporate Seal, Delaware". The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or reproduced or otherwise.
 
                                 INDEMNIFICATION
 
     Section 6. The corporation shall, to the fullest extent authorized under
the laws of the State of Delaware, as those laws may be amended and supplemented
from time to time, indemnify any director made, or threatened to be made, a
party to an action or proceeding, whether criminal, civil, administrative or
investigative, by reason of being a director of the corporation or a predecessor
corporation or, at the corporation's request, a director or officer of another
corporation, provided, however, that the corporation shall indemnify any such
agent in connection with a proceeding initiated by such agent only if such
proceeding was authorized by the Board of Directors of the corporation. The
indemnification provided for in this Section 6 shall: (i) not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any bylaw, agreement or vote of stockholders or disinterested directors or
otherwise, both as to action in their official capacities and as to action in
another capacity while holding such office, (ii) continue as to a person who has
ceased to be a director, and (iii) inure to the benefit of
 
 
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<PAGE>
 
the heirs, executors and administrators of such a person. The corporation's
obligation to provide indemnification under this Section 6 shall be offset to
the extent of any other source of indemnification or any otherwise applicable
insurance coverage under a policy maintained by the corporation or any other
person.
 
     Expenses incurred by a director of the corporation in defending a civil or
criminal action, suit or proceeding by reason of the fact that such person is or
was a director of the corporation (or was serving at the corporation's request
as a director or officer of another corporation) shall be paid by the
corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such director to
repay such amount if it shall ultimately be determined that such director is not
entitled to be indemnified by the corporation as authorized by relevant sections
of the General Corporation Law of Delaware. Notwithstanding the foregoing, the
corporation shall not be required to advance such expenses to an agent who is a
party to an action, suit or proceeding brought by the corporation and approved
by a majority of the Board of Directors of the corporation which alleges willful
misappropriation of corporate assets by such agent, disclosure of confidential
information in violation of such agent's fiduciary or contractual obligations to
the corporation or any other willful and deliberate breach in bad faith of such
agent's duty to the corporation or its shareholders.
 
     The foregoing provisions of this Section 6 shall be deemed to be a contract
between the corporation and each director who serves in such capacity at any
time while this bylaw 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 action, suit or proceeding theretofore
or thereafter brought based in whole or in part upon any such state of facts.
 
     The Board of Directors in its discretion shall have power on behalf of the
corporation to indemnify any person, other than a director, made a party to any
action, suit or
 
 
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<PAGE>
 
proceeding by reason of the fact that such person, such person's testator or
intestate, is or was an officer or employee of the corporation.
 
     To assure indemnification under this Section 6 of all directors, officers
and employees who are determined by the corporation or otherwise to be or to
have been "fiduciaries" of any employee benefit plan of the corporation which
may exist from time to time, Section 145 of the General Corporation Law of
Delaware shall, for the purposes of this Section 6, be interpreted as follows:
an "other enterprise" shall be deemed to include such an employee benefit plan,
including without limitation, any plan of the corporation which is governed by
the Act of Congress entitled "Employee Retirement Income Security Act of 1974,"
as amended from time to time; the corporation shall be deemed to have requested
a person to serve an employee benefit plan where the performance by such person
of such person's duties to the corporation also imposes duties on, or otherwise
involves services by, such person to the plan or participants or beneficiaries
of the plan; excise taxes assessed on a person with respect to an employee
benefit plan pursuant to such Act of Congress shall be deemed "fines."
 
                               STOCK OPTION GRANTS
 
     Section 7. The corporation shall not grant any stock options with an
exercise price that is below one hundred percent (100%) of the fair market value
of the underlying stock on the date of grant, nor (except as a result of stock
splits, stock dividends, etc.) reduce the exercise price of any stock option
below the value at which it was originally set on the date of grant, either
directly or by a cancellation-and-regrant "repricing."
 
     Section 8. Unless approved by a majority vote of the shares of common stock
of the corporation outstanding, the corporation shall not:
 
 
 
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          (i) grant any stock option, including any stock appreciation right,
     with an exercise price that is less than 100% of the fair market value of
     the underlying stock on the date of grant;
 
          (ii) reduce the exercise price of any stock option, including any
     stock appreciation right, outstanding or to be granted in the future;
     cancel and re-grant options at a lower exercise price (including entering
     into any "6 month and 1 day" cancellation and re-grant scheme), whether or
     not the cancelled options are put back into the available pool for grant;
     replace underwater options with restricted stock in an exchange, buy-back
     or other scheme; or replace any options with new options having a lower
     exercise price or accelerated vesting schedule in an exchange, buy-back or
     other scheme;
 
          (iii) sell or issue any security of the corporation convertible,
     exercisable or exchangeable into shares of common stock of the corporation,
     having a conversion, exercise or exchange price per share which is subject
     to downward adjustment (except for appropriate adjustments made to give
     effect to any stock splits or stock dividends or for any securities that
     are issued in replacement of the corporation's 4.25% Convertible
     Subordinated Notes due November 2002 (the "Notes"); provided the terms of
     such replacement securities that would be in violation of the requirements
     of this Section 8 but for this exception shall be substantially the same as
     those that are currently contained in the Notes); or
 
          (iv) enter into (a) any equity line or similar agreement or
     arrangement; or (b) any agreement to sell common stock of the corporation
     (or any security convertible, exercisable or exchangeable into shares of
     common stock ("Common Stock Equivalent")) at a per share price (or, with
     respect to a Common Stock Equivalent, at a conversion, exercise or exchange
     price, as the case may be ("Equivalent Price")) that is fixed or subject to
     adjustment after the execution date of the agreement, whether or not based
     on any predetermined
 
 
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<PAGE>
 
     price-setting formula or calculation method (except for appropriate
     adjustments made to give effect to any stock splits, reverse stock splits,
     or stock dividends). Notwithstanding the foregoing provisions of this
     Section 8, however, a price protection clause shall be permitted in an
     agreement for sale of common stock or Common Stock Equivalent, if such
     clause provides for an adjustment to the price per share of common stock
     or, with respect to a Common Stock Equivalent, to the Equivalent Price
     (provided that such price or Equivalent Price is fixed on or before the
     execution date of the agreement) (the "Fixed Price") in the event that the
     corporation, during the period beginning on the date of the agreement and
     ending no later than 90 days after the closing date of the transaction,
     sells shares of common stock or Common Stock Equivalent to another investor
     at a price or Equivalent Price, as the case may be, below the Fixed Price.
 
This Section 8 is intended to supplement, rather than to in any way supersede,
Section 7 of this Article.
 
                                  ARTICLE VIII
 
                                   AMENDMENTS
 
     Section 1. These bylaws may be altered, amended or repealed or new bylaws
may be adopted by the stockholders or by the Board of Directors, when such power
is conferred upon the Board of Directors by the certificate of incorporation at
any regular meeting of the stockholders or of the Board of Directors or at any
special meeting of the stockholders or of the Board of Directors if notice of
such alteration, amendment, repeal or adoption of new bylaws be contained in the
notice of such special meeting. If the power to adopt, amend or repeal bylaws is
conferred upon the Board of Directors by the certificate or incorporation it
shall not divest or limit the power of the stockholders to adopt, amend or
repeal bylaws. Article VII, Section 7 of these bylaws (and this sentence) may
not be altered, amended or repealed without the affirmative
 
 
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<PAGE>
 
vote of the holders of a majority of the shares present and entitled to vote at
a duly convened meeting of the stockholders. Article VII, Section 8 may not be
amended or repealed except by a majority vote (or majority written consent) of
the shares of common stock of the corporation then outstanding.