By-laws - Catellus Development Corp.


                         AMENDED AND RESTATED BY-LAWS

                                      of

                       CATELLUS DEVELOPMENT CORPORATION


1.   MEETINGS OF STOCKHOLDERS.
     ------------------------ 

          1.1.  Annual Meeting.  An annual meeting of the stockholders shall be
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held at such time, date, and place within or without the State of Delaware as
the Board of Directors (the "Board") may fix for the purpose of electing
directors and transacting such other business as may come before the meeting.

          1.2.  Special Meetings.  Special meetings of the stockholders may only
                ----------------                                                
be called by resolution of the Board or by the chairman of the board or the
president, and not by the stockholders. Only business related to the purposes
set forth in the notice of the meeting may be transacted at a special meeting.

          1.3.  Place and Time of Meetings.  Meetings of the stockholders may be
                --------------------------                                      
held in or outside Delaware at the place and time specified by the Board or the
directors or stockholders requesting the meeting.

          1.4.  Notice of Meetings; Waiver of Notice.  Written notice of each
                ------------------------------------                         
meeting of stockholders shall be given to each stockholder entitled to vote at
the meeting, except that (a) it shall not be necessary to give notice to any
stockholder who submits a signed waiver of notice before or after the meeting,
and (b) no notice of an adjourned meeting need be given except when required
under Section 1.5 of these by-laws or by law.  Each notice of a meeting shall be
given, in writing, personally, via facsimile or by mail, not less than 10 nor
more than 60 days before the meeting and shall state the time and place of the
meeting, and unless it is the annual meeting, shall state at whose direction or
request the meeting is called and the purposes for which it is called.  Notice
shall be deemed duly given when (i) delivered personally, (ii) sent via
facsimile (with receipt confirmed) or (iii) mailed to a stockholder at his
address on the corporation's records.  The attendance of any stockholder at a
meeting, without protesting at the beginning of the meeting that the meeting is
not lawfully called or convened, shall constitute a waiver of notice by him.

          1.5.  Quorum.  At any meeting of stockholders, the presence in person
                ------                                                         
or by proxy of the holders of a majority of the shares entitled to vote shall
constitute a quorum for the transaction of any business.  In the absence of a
quorum a majority in voting interest of those present or, if no stockholders are
present, any officer entitled to preside at or to act as secretary of the
meeting, may adjourn the meeting until a quorum is 

 
present. At any adjourned meeting at which a quorum is present any action may be
taken which might have been taken at the meeting as originally called. No notice
of an adjourned meeting need be given if the time and place are announced at the
meeting at which the adjournment is taken except that, if adjournment is for
more than thirty days or if, after the adjournment, a new record date is fixed
for the meeting, notice of the adjourned meeting shall be given pursuant to
Section 1.4.

          1.6.  Voting; Proxies.  Each stockholder of record shall be entitled
                ---------------                                               
to one vote for every share registered in his name.  Corporate action to be
taken by stockholder vote, other than the election of directors, shall be
authorized by a majority of the votes cast at a meeting of stockholders, except
as otherwise provided by the corporation's Restated Certificate of Incorporation
or by law or by Section 1.8 of these by-laws.   Directors shall be elected in
the manner provided in Section 2.1 of these by-laws.   Voting, including
election of directors, need not be by written ballot unless requested by a
stockholder at the meeting or ordered by the chairman of the meeting.  Each
stockholder entitled to vote at any meeting of stockholders or to express
consent or to dissent from corporate action in writing without a meeting may
authorize another person to act for him by proxy.  Every proxy must be signed by
the stockholder or his attorney-in-fact.  No proxy shall be valid after three
years from its date unless it provides otherwise.

          1.7.  List of Stockholders.  Not less than 10 days prior to the date
                --------------------                                          
of any meeting of stockholders, the secretary of the corporation shall prepare a
complete list of 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 his name.  For a period of not less than 10 days prior to
the meeting, the list shall be available during ordinary business hours for
inspection by any stockholder for any purpose germane to the meeting.  During
this period, the list shall be kept either (a) at a place within the city where
the meeting is to be held, if that place shall have been specified in the notice
of the meeting, or (b) if not so specified, at the place where the meeting is to
be held.  The list shall also be available for inspection by stockholders at the
time and place of the meeting.

          1.8.  Action by Consent Without a Meeting.
                ----------------------------------- 

     (a)  Subject to compliance with the procedures set forth in this Section
1.8, any action required or permitted to be taken at any meeting of stockholders
may be taken without a meeting, 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 voting. Every written consent shall bear the date
of signature of each stockholder who signs the consent and no written consent
shall be effective to take the corporate action referred to therein unless,
within 60 days of the date the earliest dated written consent was received in
accordance with this Section 1.8, a written consent or consents signed by a
sufficient number of holders to take such action are delivered to the
Corporation in the manner prescribed in this Section 1.8.  Every written consent
shall be revocable by the 

                                       2

 
stockholder by written instrument of revocation delivered to the corporation
before the effective date of the action taken. Prompt notice of the taking of
any such action shall be given to those stockholders who did not consent in
writing.
 
     (b)  So long as any of the corporation's securities are listed on the New
York Stock Exchange, action by the holders of any class of security so listed
may not be taken by consent in writing pursuant to this Section 1.8 except with
the prior approval of the New York Stock Exchange, and otherwise in accordance
with this Section 1.8.  In order that the corporation may determine the
stockholders entitled to express consent to corporate action in writing without
a meeting, the Board 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, and which date shall not be more than 10 days after the date upon which
the resolution fixing the record date is adopted by the Board.  Any stockholder
of record seeking to have the stockholders authorize or take corporate action by
written consent shall, by written notice to the secretary of the corporation,
request the Board to fix a record date.  The Board shall promptly, but in all
events within 10 days after the date, on which such a request is received, adopt
a resolution fixing the record date.  If no record date has been fixed by the
Board within 10 days of the date on which such a request is received, the record
date for determining stockholders entitled to consent to corporate action in
writing without a meeting, when no prior action by the Board is required by
applicable law, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
corporation.  If no record date has been fixed by the Board and prior action by
the Board is required by applicable law, the record date for determining
stockholders entitled to consent to corporate action in writing without a
meeting shall be at the close of business on the date on which the Board adopts
the resolution taking such prior action.  Every signed written consent shall be
delivered to the corporation by delivery to its registered office in Delaware,
its principal place of business or to any officer or agent of the corporation
having custody of the book in which proceedings of meetings of stockholders are
recorded.  Delivery shall be by hand or by certified or registered mail, return
receipt requested.
 
     (c)  Material soliciting the written consent of stockholders shall be sent
to each stockholder who would be entitled to vote on the action to be taken if
such action were being considered at a meeting of stockholders.  Such
solicitation materials shall include the form of written consent, which shall
set forth the action to be taken, and shall otherwise comply with the proxy
statement disclosure standards then applicable to the corporation.  The
solicitation materials shall be deemed duly given when (i) delivered personally,
(ii) sent via facsimile (with receipt confirmed) or (iii) mailed to a
stockholder at his address on the corporation's records.  The solicitation
period, from the date the solicitation materials are first given to stockholders
until and including the date by which stockholders must return such written
consent, shall be not less than 30 days.  Notwithstanding anything to the
contrary contained in these bylaws, no action to be taken by written consent may
be taken until the expiration of the solicitation period, whether or not the
requisite consents have been signed prior to such expiration.

                                       3

 
          (d)  In the event of the delivery, in the manner provided by this
Section 1.8, to the corporation of the requisite written consent or consents to
take corporate action and/or any related revocation or revocations, the
corporation shall engage nationally recognized independent inspectors of
elections for the purpose of promptly performing a ministerial review of the
validity of the consents and revocations.  For the purpose of permitting the
inspectors to perform such review, no action by written consent without a
meeting shall be effective until such date as the independent inspectors certify
to the corporation that the consents delivered to the corporation in accordance
with this Section 1.8 represent at least the minimum number of votes that would
be necessary to take the corporation action.  Nothing contained in this
paragraph shall in any way be construed to suggest or imply that the Board or
any stockholder shall not be entitled to contest the validity of any consent or
revocation thereof, whether before or after such certification by the
independent inspectors, or to take any other action (including, without
limitation, the commencement, prosecution or defense of any litigation with
respect thereto, and the seeking of injunctive relief in such litigation).
 
          1.9. Stockholder Nominations and Proposals.
               ------------------------------------- 
 
          (a)  At an annual meeting of the stockholders, only such business will
be conducted or considered as is properly brought before the meeting.  To be
properly brought before an annual meeting, business must be (i) specified in the
notice of meeting (or any supplement to the notice) given by or at the direction
of the Board in accordance with these Bylaws and presented at the meeting by a
shareholder, officer, or director, (ii) otherwise properly brought before the
meeting by the presiding officer or by or at the direction of a majority of the
Board, or (iii) otherwise properly requested to be brought before the meeting by
a stockholder of the Company in accordance with Section 1.9(b) below.
 
          (b)  For business to be properly requested by a stockholder to be
brought before an annual meeting, the stockholder must (i) be a stockholder of
the corporation of record at the time of the giving of notice for the annual
meeting provided for in these bylaws, (ii) be entitled to vote at the annual
meeting,  (iii) have given timely notice of the business in writing to the
secretary of the corporation and (iv) present the matter at the meeting unless
it is presented on the stockholder's behalf by or at the direction of the Board.
A stockholder's notice to the secretary of the corporation must set forth as to
each matter the stockholder proposes to bring before the annual meeting: (A) a
description in reasonable detail of the business desired to be brought before
the annual meeting and the reasons for conducting the business at the annual
meeting, (B) the name and address, as they appear on the corporation's books, of
the stockholder proposing the business and of the beneficial owner, if any on
whose behalf the proposal is made, (C) the class and number of shares of the
corporation that are owned beneficially and of record by the stockholder
proposing the business and by the beneficial owner, if any, on whose behalf the
proposal is made, and (D) any material interest of the stockholder proposing the
business and of the beneficial owner, if any, on whose behalf the proposal is
made in the 

                                       4

 
business. Notwithstanding the foregoing provisions, a stockholder must also
comply with all applicable requirements of the Securities Exchange Act of 1934,
as amended, and the rules and regulations thereunder with respect to the matters
set forth in this bylaw. Nothing in this bylaw will be deemed to expand or
diminish any rights of stockholders to request inclusion of proposals in the
Company's proxy statement pursuant to Rule 14a-8 under the Securities Exchange
Act of 1934, as amended.
 
          (c)  Nominations of persons for election as directors of the
corporation may be made only at an annual meeting of stockholders (i) by or at
the direction of the Board or (ii) by any stockholder who is a stockholder of
record at the time of giving of notice provided for in these bylaws, who is
entitled to vote for the election of directors at the meeting, and who complies
with the procedures set forth in this bylaw.  All nominations by stockholders
must be made pursuant to timely notice in proper written form to the secretary
of the corporation.
 
          (d)  To be in proper written form, a stockholder's notice of
nomination must set forth (i) the name and address, as they appear on the
corporation's books, of the stockholder giving the notice and of the beneficial
owner, if any, on whose behalf the nomination is made; (ii) a representation
that the stockholder giving the notice is a holder of record of stock of the
corporation entitled to vote at the annual meeting and intends to appear in
person or by proxy at the annual meeting to nominate the person or persons
specified in the notice; (iii) the class and number of shares of stock of the
corporation owned beneficially and of record by the stockholder giving the
notice and by the beneficial owner, if any, on whose behalf the nomination is
made; (iv) a description of all arrangements or understandings between or among
any of (A) the stockholder giving the notice, (B) the beneficial owner on whose
behalf the notice is given, (C) each nominee, and (D) any other person or
persons (naming such person or persons) pursuant to which the nomination or
nominations are to be made by the stockholder giving the notice; (v) such other
information regarding each nominee proposed by the stockholder giving the notice
as would be required to be included in a proxy statement filed pursuant to the
proxy rules of the Securities and Exchange Commission under the Securities
Exchange Act of 1934 had the nominee been nominated, or intended to be
nominated, by the Board; and (vi) the signed consent of each nominee to serve as
a director of the corporation if so elected.  The presiding officer of any
annual meeting will, if the facts warrant, determine that a nomination was not
made in accordance with the procedures prescribed by this bylaw, and if he or
she should so determine, he or she will so declare to the meeting, and the
defective nomination will be disregarded.  Notwithstanding the foregoing
provisions, a stockholder must also comply with all applicable requirement of
the Securities Exchange Act of 1934, as amended, and the rules and regulations
thereunder with respect to the matters set forth in this bylaw.
 
          (e)  To be timely, a stockholder's notice under paragraphs (b) or (d)
above must be delivered to or mailed and received at the principal executive
offices of the corporation not less than 60 calendar days before the annual
meeting; provided, however, that in the event public announcement of the date of
         -----------------                                                      
the annual meeting is not made at 

                                       5

 
least 75 calendar days before the date of the annual meeting, notice by the
stockholder to be timely must be received not later than the close of business
on the 10/th/ calendar day following the day on which public announcement is
first made of the date of the annual meeting. For purposes of this bylaw,
"public announcement" means 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 Exchange
Commission pursuant to Section 13, 14, or 15(d) of the Securities Exchange Act
of 1934, as amended, or furnished to stockholders.

2.   BOARD OF DIRECTORS.
     ------------------ 

          2.1.  Number, Qualification, Election and Term of Directors.  The
                -----------------------------------------------------      
business of the corporation shall be managed by the Board, which shall consist
of eleven directors.  The number of directors may only be changed by resolution
of a majority of the entire Board, and not by the stockholders, but no decrease
may shorten the term of any incumbent director.  Directors shall be elected at
each annual meeting of stockholders by a plurality of the votes cast and shall
hold office until the next annual meeting of stockholders and until the election
and qualification of their respective successors, subject to the provisions of
Section 2.9.  As used in these bylaws, the term "entire Board" means the total
number of directors which the corporation would have if there were no vacancies
on the Board.

          2.2.  Quorum and Manner of Acting.  A majority of the entire Board
                ---------------------------                                 
shall constitute a quorum for the transaction of business at any meeting, except
as provided in Section 2.10 of these by-laws.  Action of the Board shall be
authorized by the vote of a majority of the directors present at the time of the
vote if there is a quorum, unless otherwise provided by law or these by-laws.
In the absence of a quorum a majority of the directors present may adjourn any
meeting from time to time until a quorum is present.

          2.3.  Place of Meetings.  Meetings of the Board may be held in or
                -----------------                                          
outside Delaware.

          2.4.  Annual and Regular Meetings.  Annual meetings of the Board, for
                ---------------------------                                    
the election of officers and consideration of other matters, shall be held
either (a) without notice immediately after the annual meeting of stockholders
and at the same place, or (b) as soon as practicable after the annual meeting of
stockholders, on notice as provided in Section 2.6 of these by-laws.  Regular
meetings of the Board may be held without notice at such times and places as the
Board determines.  If the day fixed for a regular meeting is a legal holiday,
the meeting shall be held on the next business day.

          2.5.  Special Meetings.  Special meetings of the Board may be called
                ----------------                                              
by the chairman of the board, the president or by a majority of the directors.
Only business related to the purposes set forth in the notice of meeting may be
transacted at a special meeting.

                                       6

 
          2.6.  Notice of Meetings; Waiver of Notice.  Notice of the time and
                ------------------------------------                         
place of each special meeting of the Board, and of each annual meeting not held
immediately after the annual meeting of stockholders and at the same place,
shall be given to each director by mailing it to the director at his or her
residence or usual place of business at least three days before the meeting or
by delivering notice to the director personally (including by telephone) or by
e-mail or facsimile at least one day before the meeting.  Notice shall be deemed
duly given when (a) delivered personally, (b) sent by e-mail or facsimile (with
receipt confirmed) or (c) mailed to a director's residence or usual place of
business.  Notice of a special meeting shall also state the purpose or purposes
for which the meeting is called.  Notice need not be given to any director who
submits a signed waiver of notice before or after the meeting or who attends the
meeting without protesting at the beginning of the meeting the transaction of
any business because the meeting was not lawfully called or convened.  Notice of
any adjourned meeting need not be given, other than by announcement at the
meeting at which the adjournment is taken.

          2.7.  Board or Committee Action Without a Meeting.  Any action
                -------------------------------------------             
required or permitted to be taken by the Board or by any committee of the Board
may be taken without a meeting if all of the members of the Board or of the
committee consent in writing to the adoption of a resolution authorizing the
action.  The resolution and the written consents by the members of the Board or
the committee shall be filed with the minutes of the proceedings of the Board or
of the committee.

          2.8.  Participation in Board or Committee Meetings by Conference
                ----------------------------------------------------------
Telephone.  Any or all members of the Board or of any committee of the Board may
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participate in a meeting of the Board or of the committee by means of a
conference telephone or similar communications equipment allowing all persons
participating in the meeting to hear each other.  Participation by such means
shall constitute presence in person at the meeting.

          2.9.  Resignation and Removal of Directors.  Any director may resign
                ------------------------------------                          
at any time by delivering his resignation in writing to the president or
secretary of the corporation, to take effect at the time specified in the
resignation; the acceptance of a resignation, unless required by its terms,
shall not be necessary to make it effective.  Any or all of the directors may be
removed at any time, either with or without cause, by vote of the stockholders;
provided however, that a vote of a majority of the shares outstanding and
entitled to vote shall be required to effect any such removal without cause.

          2.10. Vacancies.  Any vacancy in the Board, including one created by
                ---------                                                     
an increase in the number of directors, may be filled for the unexpired term
only by a majority or greater vote of the remaining directors, though less than
a quorum, and not by the stockholders (other than at an annual meeting of
stockholders).

          2.11. Compensation.  Directors shall receive such compensation as the
                ------------                                                   
Board determines, together with reimbursement of their reasonable expenses in
connection with the performance of their duties.  A director may also be paid
for serving 

                                       7

 
the corporation, its affiliates or subsidiaries in other capacities.

          2.12. Chairman of the Board. The chairman of the board shall be
                ---------------------                                    
elected by the Board at the annual meeting of the Board.  The chairman of the
board shall preside at all meetings of the Board and of the stockholders and
shall have such powers and duties as the Board assigns to the chairman.  The
chairman shall hold office until the next annual meeting of the Board and until
the election of his successor; provided, however, that the chairman may resign
at anytime by delivering his resignation in writing to the president or
secretary of the Corporation, to take effect at the time specified in the
resignation; the acceptance of a resignation, unless required by its terms,
shall not be necessary to make it effective.  The chairman may be removed by the
Board either with or without cause.

3.   COMMITTEES.
     ---------- 

          3.1.  Committees of the Board.  The Board, by resolution adopted by a
                -----------------------                                        
majority of the entire Board, may designate committees of one or more directors,
which shall serve at the Board's pleasure and have such powers and duties as the
Board determines.  No director who is also an officer of the Corporation shall
be eligible to serve as a member of the Audit, Compensation and Benefits or
Corporate Governance Committee of the Board, or any committee performing a
similar function.

          3.2.  Rules Applicable to Committees.  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 or
disqualification of any member of a committee, the member or members present at
a meeting of the committee and not disqualified, whether or not a quorum, may
unanimously appoint another director to act at the meeting in place of the
absent or disqualified member.  All action of a committee shall be reported to
the Board at its next meeting.  Each committee may adopt rules of procedure and
shall meet as provided by those rules or by resolutions of the Board.

4.   OFFICERS.
     -------- 

          4.1.  Number; Security. The executive officers of the corporation
                ----------------                                           
shall be the president, one or more vice presidents (which may include one or
more executive or senior vice presidents, if the Board so determines), a
secretary and a treasurer.  Any two or more offices may be held by the same
person.  Unless otherwise required by law, the Board shall not be required to
fill a vacancy in an executive office.  The Board may require any officer, agent
or employee to give security for the faithful performance of his duties.

          4.2.  Election; Term of Office.  The executive officers of the
                ------------------------                                
corporation shall be elected annually by the Board and each such officer shall
hold office until the next annual meeting of the Board and until the election of
his successor, subject to the 

                                       8

 
provisions of Section 4.4.
 
          4.3.  Subordinate Officers.  The Board or the president may appoint
                --------------------                                         
subordinate officers (including assistant secretaries and assistant treasurers),
agents or employees, each of whom shall hold office for such period and have
such powers and duties as the Board or the president determines.  The Board may
delegate to any other executive officer or to any committee the power to appoint
and define the powers and duties of any subordinate officers, agents or
employees.  The president or the chief financial officer may designate in
writing any employee with the position of "Director" to execute and deliver, and
any other employee to attest, agreements, certificates and other documents on
behalf of the corporation in connection with any transaction authorized by the
Board of Directors, whether by specific resolution or pursuant to a delegation
of authority.

          4.4.  Resignation and Removal of Officers.  Any officer may resign at
                -----------------------------------                            
any time by delivering his resignation in writing to the president or secretary
of the corporation, to take effect at the time specified in the resignation; the
acceptance of a resignation, unless required by its terms, shall not be
necessary to make it effective.  Any officer appointed by the Board or appointed
by an executive officer or by a committee may be removed by the Board either
with or without cause, and in the case of an officer appointed by an executive
officer or by a committee, by the officer or committee who appointed him or by
the president.

          4.5.  Vacancies.  A vacancy in any office may be filled for the
                ---------                                                
unexpired term in the manner prescribed in Sections 4.2 and 4.3 of these by-laws
for election or appointment to the office.
 
          4.6.  President.  The president shall be the chief executive officer
                ---------                                                     
of the corporation and shall, in the absence of the chairman of the board,
preside at all meetings of the Board and of the stockholders.  Subject to the
control of the Board, he shall have general supervision over the business of the
corporation and shall have such other powers and duties as presidents of
corporations usually have or as the Board assigns to him.

          4.7.  Chief Operating Officer.  The chief operating officer shall have
                -----------------------                                         
such powers and duties as the Board or the president may assign.
 
          4.8.  Vice President.  Each vice president shall have such powers and
                --------------                                                 
duties as the Board or the president assigns to him.

          4.9.  Treasurer.  The treasurer shall be in charge of the
                ---------                                          
corporation's books and accounts.  Subject to the control of the Board, he shall
have such other powers and duties as the Board or the president assigns to him.
The Board may designate the treasurer or any other officer as the chief
financial officer of the corporation.

          4.10. Secretary.  The secretary shall be the secretary of, and keep
                ---------                                                    
the 

                                       9

 
minutes of, all meetings of the Board and of the stockholders, shall be
responsible for giving notice of all meetings of stockholders and of the Board,
and shall keep the seal and apply it to any instrument requiring it. Subject to
the control of the Board, he shall have such powers and duties as the Board or
the president assigns to him. In the absence of the secretary from any meeting,
the minutes shall be kept by the person appointed for that purpose by the
presiding officer.
 
          4.11. Salaries.  The Board may fix the officers' salaries, if any, or
                --------                                                       
it may authorize the president to fix the salary of any other officer.

5.   SHARES.
     ------ 

          5.1.  Certificates.  The corporation's shares shall be represented by
                ------------                                                   
certificates in the form approved by the Board.  Each certificate shall be
signed by the chairman of the board, the president or a vice president and by
the secretary or an assistant secretary, or the treasurer (or chief financial
officer) or an assistant treasurer, and shall be sealed with the corporation's
seal or a facsimile of the seal.  Any or all of the signatures on the
certificate may be a facsimile.

          5.2.  Transfers.  Shares shall be transferable only on the
                ---------                                           
corporation's books, upon surrender of the certificate for the shares, properly
endorsed.  The Board may require satisfactory surety before issuing a new
certificate to replace a certificate claimed to have been lost or destroyed.

          5.3.  Determination of Stockholders of Record.  The Board may fix, in
                ---------------------------------------                        
advance, a date as the record date for the determination of stockholders
entitled to notice of or to vote at any meeting of the stockholders, or to
express consent to or dissent from any proposal without a meeting, or to receive
payment of any dividend or the allotment of any rights, or for the purpose of
any other action.  The record date may not be more than 60 or less than 10 days
before the date of the meeting or more than 60 days before any other action.

6.   INDEMNIFICATION AND INSURANCE.
     ----------------------------- 
 
          6.1   Right to Indemnification. Each person who was or is a party or
                ------------------------- 
is threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a director or officer
of the corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to
employee benefit plans, whether the basis of such proceeding is alleged action
or inaction in an official capacity or in any other capacity while serving as a
director, officer, employee or agent, shall be indemnified and held harmless by
the corporation to the fullest extent permitted by the laws of Delaware, as the
same exist or may hereafter be 

                                       10

 
amended, against all costs, charges, expenses, liabilities and losses (including
attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts
paid or to be paid in settlement) reasonably incurred or suffered by such person
in connection therewith, and such indemnification shall continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of his or her heirs, executors and administrators; provided,
                                                               ---------
however, that the corporation shall indemnify any such person seeking
-------- 
indemnification in connection with a proceeding (or part thereof) initiated by
such person only if such proceeding (or part thereof) was authorized by the
Board. The right to indemnification conferred in this Article shall be a
contract right and shall include the right to be paid by the corporation the
expenses incurred in defending any such proceeding in advance of its final
disposition; provided, however, that, if the Delaware General Corporation Law
             --------- --------             
requires, the payment of such expenses incurred by a director or officer in his
or her capacity as a director or officer (and not in any other capacity in which
service was or is rendered by such person while a director or officer,
including, without limitation, service to an employee benefit plan) in advance
of the final disposition of proceeding, shall be made only upon delivery to the
corporation of an undertaking, by or on behalf of such director or officer, to
repay all amounts so advanced if it shall ultimately be determined that such
director or officer is not entitled to be indemnified under this Section or
otherwise. The corporation may, by action of the Board, provide indemnification
to employees and agents of the corporation with the same scope and effect as the
foregoing indemnification of directors and officers.
 
          6.2  Right of Claimant to Bring Suit. If a claim under Section 6.1 of
               -------------------------------- 
this Article is not paid in full by the corporation within thirty days after a
written claim has been received by the corporation, the claimant 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, the claimant shall be entitled
to be paid also the expense of prosecuting such claim.  It shall be a defense to
any such action (other than an action brought to enforce a claim for expenses
incurred in defending any proceeding in advance of its final disposition where
the required undertaking, if any is required, has been tendered to corporation)
that the claimant has failed to meet a standard of conduct which makes it
permissible under Delaware law for corporation to indemnify the claimant for the
amount claimed.  Neither the failure of the corporation (including its Board,
independent legal counsel, or its stockholders) to have made a determination
prior to the commencement of such action that indemnification of the claimant is
permissible in the circumstances because he or she has met such standard of
conduct, nor an actual determination by the corporation (including its Board,
independent legal counsel, or its stockholders) that the claimant has not met
such standard of conduct, shall be a defense to the action or create a
presumption that the claimant has failed to meet such standard of conduct.
 
          6.3  Non-Exclusivity of Rights.  The right to indemnification and the
               --------------------------                                      
payment of expenses incurred in defending a proceeding in advance of its final
disposition conferred in this Article shall not be exclusive of any other right
which any person may have or hereafter acquire under any statute, provision of
the Certificate of 

                                       11

 
Incorporation, bylaw, agreement, vote of stockholders or disinterested directors
or otherwise.

          6.4  Insurance.  The corporation may maintain insurance, at its
               ----------                                                
expense, to protect itself and any director, officer, employee or agent of the
corporation or another corporation, partnership, joint venture, trust or other
enterprise against any such expense, liability or loss, whether or not the
corporation would have the power to indemnify such person against such expense,
liability or loss under Delaware law.

          6.5  Expenses as a Witness.  To the extent that any director, officer,
               ----------------------                                           
employee or agent of the corporation is by reason of such position, or a
position with another entity at the request of the corporation, a witness in any
action, suit or proceeding, he or she shall be indemnified against all costs and
expenses actually and reasonably incurred by him or her or on his or her behalf
in connection therewith.

          6.6  Indemnity Agreements.  The corporation may enter into agreements
               ---------------------                                           
with any director, officer, employee or agent of the corporation providing for
indemnification to the full extent permitted by Delaware law.

7.   MISCELLANEOUS.
     ------------- 

          7.1. Seal.  The Board shall adopt a corporate seal, which shall be in
               ----                                                            
the form of a circle and shall bear the corporation's name and the year and
state in which it was incorporated.

          7.2. Fiscal Year.  The Board may determine the corporation's fiscal
               -----------                                                   
year.  Until changed by the Board, the corporation's fiscal year shall be the
calendar year.

          7.3. Voting of Shares in Other Corporations.  Shares in other
               --------------------------------------                  
corporations which are held by the corporation may be represented and voted by
the president or a vice president of this corporation or by proxy or proxies
appointed by one of them.  The Board may, however, appoint some other person to
vote the shares.

          7.4. Amendments.  Bylaws may be amended, repealed or adopted by the
               ----------                                                    
stockholders or by a majority of the entire Board; provided however, that a vote
of a majority of the shares outstanding and entitled to vote shall be required
to effect any such amendment by the stockholders.

                                       12

 
                              NOTES TO AMENDMENTS
                              -------------------

     Section 1.1:
     ----------- 

     Amended on February 25, 1999, to change annual meeting from May to a time,
     date and place that the Board may fix.

     Section 1.2:
     ----------- 

     Amended on August 1, 1990 to permit stockholders meeting to be called at
     the request of holders.

     Amended on December 16, 1999 to allow special meetings of the stockholders
     to be called only by resolution of the Board or by the chairman of the
     board or the president, and not by the stockholders.

     Section 1.8:
     ----------- 
 
     Added on August 1, 1990.
 
     Amended on December 16, 1999.
 
     Section 1.9:
     ------------
 
     Added on October 14, 1998.

     Section 2.1:
     ----------- 
 
     Amended on May 2, 1991 to reduce the number of directors from ten to nine.

     Amended on October 16, 1992 to increase the number of directors from nine
     to thirteen.

     Amended on April 20, 1994 to reduce the number of directors from thirteen
     to eleven.

     Amended on January 31, 1996 to reduce the number of directors from eleven
     to nine.

     Amended on March 26, 1997 to increase the number of directors from nine to
     twelve.

     Amended on March 26, 1998, to decrease the number of directors from twelve
     to eleven.

                                       13

 
     Amended on December 16, 1999 to specify that the number of directors may
     only be changed by resolution of a majority of the entire Board, and not by
     the stockholders.

     Section 2.6:
     ------------

     Amended on October 14, 1998, to permit notice of board meetings to be given
     by e-mail.

     Section 2.9
     -----------
 
     Amended on December 1999 to provide that any director may resign at any
     time by delivering his resignation in writing to the president or secretary
     of the corporation and to prescribe conditions for the removal of directors
     by stockholders.

     Section 2.10
     ------------

     Amended on December 16, 1999 to indicate that only directors, not
     stockholders, may vote to fill vacancies for the unexpired term.
     (Stockholders may only vote for directors at the annual meeting of
     stockholders.)

     Section 2.12:
     ------------ 

     Amended and restated on October 29, 1997 to exclude the Chairman of the
     Board as an officer of the Company (to enable the Chairman to serve on
     various committees of the Board).

     Section 3.1:
     ----------- 
 
     Amended on October 16, 1992 to add the final sentence.

     Section 4.1:
     ----------- 

     Amended and restated on October 29, 1997 to exclude the Chairman of the
     Board as an officer of the Company (to enable the Chairman to serve on
     various committees of the Board).
 
     Section 4.3:
     ----------- 
 
     Amended on February 27, 1992 to add the final sentence.

     Section 4.6:
     ----------- 

     Amended on October 29, 1997.  Previous Section 4.6 was deleted, and the
     appropriate Sections were renumbered to reflect the deletion of this
     section.  

                                       14

 
     Sections are now numbered only to 4.10, rather than 4.11. (Purpose was to
     exclude the Chairman of the Board as an officer of the Company to enable
     the Chairman to serve on various committees of the Board.)

     Section 4.7:
     ------------

     Added on October 14, 1998, with existing Sections 4.7 through 4.10
     renumbered as Sections 4.8 through 4.11.

     Section 6:
     --------- 

     Amended and restated on October 29, 1997.
 
     Section 7.4
     -----------
 
     Amended on December 16, 1999 to indicate that bylaws may be amended,
     repealed or adopted by the stockholders or by a majority of the entire
     Board; provided however, that a vote of a majority of the shares
     outstanding and entitled to vote shall be required to effect any such
     amendment by the stockholders.

                                       15