Bylaws - WebMD Corp.


                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                               WEBMD CORPORATION

                            Effective August 7, 2001


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                               TABLE OF CONTENTS


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ARTICLE I      CORPORATE OFFICES..................................................................................1

   1.1   REGISTERED OFFICE........................................................................................1
   1.2   OTHER OFFICES............................................................................................1

ARTICLE II     MEETINGS OF STOCKHOLDERS...........................................................................1

   2.1   PLACE OF MEETINGS........................................................................................1
   2.2   ANNUAL MEETING...........................................................................................1
   2.3   SPECIAL MEETING..........................................................................................1
   2.4   NOTICE OF STOCKHOLDERS' MEETINGS.........................................................................2
   2.5   MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE.............................................................2
   2.6   QUORUM...................................................................................................2
   2.7   ADJOURNED MEETING; NOTICE................................................................................2
   2.8   VOTING...................................................................................................3
   2.9   WAIVER OF NOTICE.........................................................................................3
   2.10  NO STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING...............................................3
   2.11  RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS..............................................4
   2.12  PROXIES..................................................................................................4
   2.13  LIST OF STOCKHOLDERS ENTITLED TO VOTE....................................................................5
   2.14  ADVANCE NOTICE OF BUSINESS TO BE TRANSACTED AT ANNUAL MEETINGS...........................................5
   2.15  ADVANCE NOTICE OF NOMINATIONS OF DIRECTORS...............................................................7
   2.16  CONDUCT OF MEETINGS OF STOCKHOLDERS......................................................................9

ARTICLE III       DIRECTORS.......................................................................................9

   3.1   POWERS...................................................................................................9
   3.2   NUMBER OF DIRECTORS.....................................................................................10
   3.3   ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS.................................................10
   3.4   RESIGNATION AND VACANCIES...............................................................................10
   3.5   PLACE OF MEETINGS; MEETINGS BY TELEPHONE................................................................10
   3.6   FIRST MEETINGS..........................................................................................11
   3.7   REGULAR MEETINGS........................................................................................11
   3.8   SPECIAL MEETINGS; NOTICE................................................................................11
   3.9   QUORUM..................................................................................................11
   3.10  WAIVER OF NOTICE........................................................................................11
   3.11  ADJOURNED MEETING; NOTICE...............................................................................12
   3.12  BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING.......................................................12
   3.13  FEES AND COMPENSATION OF DIRECTORS......................................................................12
   3.14  APPROVAL OF LOANS TO OFFICERS...........................................................................12
   3.15  REMOVAL OF DIRECTORS....................................................................................12

ARTICLE IV        COMMITTEES.....................................................................................13

   4.1   COMMITTEES OF DIRECTORS.................................................................................13
   4.2   COMMITTEE MINUTES.......................................................................................13
   4.3   MEETINGS AND ACTION OF COMMITTEES.......................................................................14
   4.4   ADVISORY COMMITTEES.....................................................................................14

ARTICLE V      OFFICERS..........................................................................................14

   5.1   OFFICERS................................................................................................14
   5.2   ELECTION OF OFFICERS....................................................................................14
   5.3   SUBORDINATE OFFICERS....................................................................................15
   5.4   REMOVAL AND RESIGNATION OF OFFICERS.....................................................................15
   5.5   VACANCIES IN OFFICES....................................................................................15
   5.6   CHAIRMAN OF THE BOARD...................................................................................15
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   5.7   CEO.....................................................................................................16
   5.8   PRESIDENT...............................................................................................16
   5.9   VICE PRESIDENT..........................................................................................16
   5.10  SECRETARY...............................................................................................16
   5.11  CHIEF FINANCIAL OFFICER.................................................................................17
   5.12  TREASURER...............................................................................................17
   5.13  ASSISTANT SECRETARY.....................................................................................17
   5.14  ASSISTANT TREASURER.....................................................................................17
   5.15  AUTHORITY AND DUTIES OF OFFICERS........................................................................18

ARTICLE VI        INDEMNITY......................................................................................18

   6.1   INDEMNIFICATION OF DIRECTORS AND OFFICERS...............................................................18
   6.2   INDEMNIFICATION OF OTHERS...............................................................................18
   6.3   INSURANCE...............................................................................................19

ARTICLE VII       BOOKS AND RECORDS..............................................................................19


ARTICLE VIII      GENERAL MATTERS................................................................................19

   8.1   CHECKS..................................................................................................19
   8.2   EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS........................................................19
   8.3   STOCK CERTIFICATES......................................................................................19
   8.4   SPECIAL DESIGNATION ON CERTIFICATES.....................................................................20
   8.5   LOST CERTIFICATES.......................................................................................20
   8.6   CONSTRUCTION; DEFINITIONS...............................................................................20
   8.7   DIVIDENDS...............................................................................................21
   8.8   FISCAL YEAR.............................................................................................21
   8.9   SEAL....................................................................................................21
   8.10  TRANSFER OF STOCK.......................................................................................21
   8.11  STOCK TRANSFER AGREEMENTS...............................................................................21
   8.12  REGISTERED STOCKHOLDERS.................................................................................21
   8.13  REPRESENTATION OF SHARES OF OTHER CORPORATIONS..........................................................22

ARTICLE IX        AMENDMENTS.....................................................................................22
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                              AMENDED AND RESTATED
                                     BYLAWS
                                       OF
                               WEBMD CORPORATION


                                   ARTICLE I

                               CORPORATE OFFICES

         1.1      REGISTERED OFFICE

         The registered office of WebMD Corporation (the "Corporation") shall
be at Corporation Trust Center, 1209 Orange Street, in the City of Wilmington,
County of New Castle, State of Delaware. The name of the registered agent of
the Corporation at such location is The Corporation Trust Company.

         1.2      OTHER OFFICES

         The Board of Directors of the Corporation (the "Board of Directors")
may at any time establish other offices at any place or places where the
Corporation is qualified to do business.


                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

         2.1      PLACE OF MEETINGS

         Meetings of stockholders shall be held at any place, within or outside
the State of Delaware, designated by the Board of Directors. In the absence of
any such designation, stockholders' meetings shall be held at the principal
office of the Corporation.

         2.2      ANNUAL MEETING

         The annual meeting of stockholders shall be held each year, on a date
and at a time designated by the Board of Directors, for the purpose of electing
directors and transacting such other business as may properly come before the
meeting.

         2.3      SPECIAL MEETING

         Special meetings of the stockholders of the Corporation may be called
for any purpose or purposes at any time by a majority of the members of the
Board of Directors or by the Chairman of the Board or the CEO (as defined in
Section 5.1 of these Bylaws). Special meetings of the stockholders of the
Corporation may not be called by any other person or persons. Special meetings
shall be held solely for the purpose or purposes specified in the notice of the
meeting.


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         2.4      NOTICE OF STOCKHOLDERS' MEETINGS

         All notices of meetings of the stockholders of the Corporation shall
be in writing and shall be sent or otherwise given in accordance with Section
2.5 of these Bylaws 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.
The notice shall specify the place, date, and hour of the meeting, and, in the
case of a special meeting, the purpose or purposes for which the meeting is
called.

         2.5      MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE

         Written notice of any meeting of stockholders, if mailed, is given
when deposited in the United States mail, postage prepaid, directed to the
stockholder at his or her address as it appears on the records of the
Corporation. An affidavit of the Secretary or an Assistant Secretary or of the
transfer agent of the Corporation that the notice has been given shall, in the
absence of fraud, be prima facie evidence of the facts stated therein.

         2.6      QUORUM

         Except as otherwise provided by law, the Amended and Restated
Certificate of Incorporation of the Corporation as it may be amended from time
to time (the "Certificate of Incorporation") or these Bylaws, the holders of a
majority of the voting power of the outstanding shares of the Corporation
entitled to vote thereat, present in person or represented by proxy, shall be
necessary and sufficient to constitute a quorum at all meetings of the
stockholders for the transaction of business. If, however, such quorum is not
present or represented at any meeting of the stockholders, then the Chairman of
the Board or stockholders entitled to vote thereat, present in person or
represented by proxy, by a majority in voting power thereof, shall have power
to adjourn the meeting from time to time, in the manner provided in Section 2.7
of these Bylaws, until a quorum is present or represented. At such adjourned
meeting at which a quorum is present or represented, any business may be
transacted that might have been transacted at the meeting as originally
noticed. The stockholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum. Shares of its own stock belonging to
the Corporation or to another corporation, if a majority of the shares entitled
to vote in the election of directors of such other corporation is held,
directly or indirectly, by the Corporation, shall neither be entitled to vote
nor be counted for quorum purposes; provided, however, that the foregoing shall
not limit the right of the Corporation or any subsidiary of the Corporation to
vote stock, including but not limited to its own stock, held by it in a
fiduciary capacity.

         2.7      ADJOURNED MEETING; NOTICE

         When a meeting is adjourned to another time or place, unless these
Bylaws otherwise require, notice need not be given of the adjourned meeting if
the time and place thereof are announced at the meeting at which the
adjournment is taken. At the adjourned meeting the Corporation may transact any
business that might have been transacted at the original meeting. If the
adjournment is for more than thirty (30) days, or if after the adjournment a
new record date is 


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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.

         2.8      VOTING

         The stockholders entitled to vote at any meeting of stockholders shall
be determined in accordance with the provisions of Section 2.11 of these
Bylaws, subject to the provisions of Sections 217 and 218 of the General
Corporation Law of Delaware (relating to voting rights of fiduciaries, pledgors
and joint owners of stock and to voting trusts and other voting agreements).

         Except as may be otherwise provided in the Certificate of
Incorporation, each stockholder shall be entitled to cast one vote for each
share of capital stock held by such stockholder which has voting power upon the
matter in question. Except as otherwise provided by law or the Certificate of
Incorporation or elsewhere in these Bylaws: (a) the election of directors
submitted to stockholders at any meeting shall be decided by a plurality of the
votes cast thereon; (b) all matters other than the election of directors
submitted to the stockholders at any meeting shall be decided by the
affirmative vote of a majority of the voting power of the shares present in
person or represented by proxy at the meeting and entitled to vote thereon,
unless otherwise provided by, or pursuant to, the rules or regulations of any
stock exchange applicable to the Corporation, applicable law or any regulation
applicable to the Corporation or its securities. Votes need not be by written
ballot, unless the Board, in its discretion, or the officer of the Corporation
presiding at a meeting of stockholders, in his or her discretion, requires any
vote or votes cast at such meeting to be cast by written ballot.

         2.9      WAIVER OF NOTICE

         Whenever notice is required to be given under any provision of the
General Corporation Law of Delaware or of the Certificate of Incorporation or
these Bylaws, a written waiver thereof, signed by the person entitled to
notice, whether before or after the time stated therein, shall be deemed
equivalent to notice. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends a meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the stockholders need be specified in any written
waiver of notice unless so required by the Certificate of Incorporation or
these Bylaws.

         2.10     NO STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING

         Any action required or permitted to be taken at any annual or special
meeting of stockholders may be taken only upon the vote of the stockholders at
an annual or special meeting duly announced and called, as provided in these
Bylaws, and may not be taken by a written consent of the stockholders without a
meeting.


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         2.11     RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS

         (a)      In order that the Corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of
any other lawful action, the Board of Directors may fix, in advance, a record
date, which 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:

                  (i)      in the case of determination of stockholders
entitled to vote at any meeting of stockholders or adjournment thereof, shall,
unless required by law, not be more than sixty (60) nor less than ten (10) days
before the date of such meeting;

                  (ii)     in the case of any other action, shall be not more
than sixty (60) days prior to such action.

         (b)      If the Board of Directors does not so fix a record date:

                  (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.

         A determination of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.

         2.12     PROXIES

         Each stockholder entitled to vote at a meeting of stockholders may
authorize another person or persons to act for him or her by a written proxy,
signed by the stockholder and filed with the Secretary of the Corporation, but
no such proxy shall be voted or acted upon after three years from its date,
unless the proxy provides for a longer period. A proxy shall be deemed signed
if the stockholder's name is placed on the proxy (whether by manual signature,
typewriting, telegraphic transmission or otherwise) by the stockholder or the
stockholder's attorney-in-fact. The revocability of a proxy that states on its
face that it is irrevocable shall be governed by the provisions of Section
212(c) of the General Corporation Law of Delaware. A stockholder may revoke any
proxy that is not irrevocable by attending the meeting and voting in person or
by filing an instrument in writing revoking the proxy or by delivering a proxy
in accordance with applicable law bearing a later date to the Secretary of the
Corporation.


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         2.13     LIST OF STOCKHOLDERS ENTITLED TO VOTE

         The officer who has charge of the stock ledger of the Corporation
shall prepare and make, at least ten (10) days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any stockholder, for
any purpose germane to the meeting, as required by applicable law. Except as
otherwise provided by law, the stock ledger shall be the only evidence as to
who are the stockholders entitled to examine the stock ledger, the list of
stockholders or the books of the Corporation, or to vote in person or by proxy
at any meeting of stockholders.

         2.14     ADVANCE NOTICE OF BUSINESS TO BE TRANSACTED AT ANNUAL
                  MEETINGS

                  (a)      Notwithstanding anything in these Bylaws to the
contrary, no business shall be conducted at the annual meeting of stockholders
except business brought before such meeting in accordance with the procedures
set forth in this Section 2.14 and nominations brought before such meeting in
accordance with the procedures set forth in Section 2.15; provided, however,
that, once business has been properly brought before such meeting in accordance
with such procedures, nothing in this Section 2.14 shall be deemed to preclude
discussion by any stockholder of any such business. To be properly brought
before the annual meeting of stockholders, business must be either (i)
specified in the notice of the meeting or any supplement thereto given by or at
the direction of the Board of Directors or any duly authorized committee
thereof (including any such business included pursuant to Rule 14a-8
promulgated by the Securities and Exchange Commission under the Securities
Exchange Act of 1934, as amended (the "Exchange Act")), (ii) otherwise properly
brought before the meeting by or at the direction of the Board (or any duly
authorized committee thereof) or (iii) otherwise properly brought before the
meeting by any stockholder of the Corporation (A) who is a stockholder of
record on the date of the giving of the notice provided for in this Section
2.14 and on the record date for the determination of stockholders entitled to
vote at such meeting and (B) who complies with the notice procedures set forth
in this Section 2.14. Nothing in this Section 2.14 shall be deemed to affect
any rights of stockholders to request inclusion of proposals in the
Corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act.

                  (b)      In addition to any other requirements under
applicable law, for business to be properly brought before an annual meeting by
a stockholder under clause (iii) of Section 2.14(a), such stockholder must have
given timely notice thereof (in accordance with Section 2.14(c)) in proper
written form (in accordance with Section 2.14(d)) to the Secretary of the
Corporation.

                  (c)      To be timely, a stockholder's notice to the
Secretary must be received at the principal executive offices of the
Corporation not less than sixty (60) days nor more than ninety (90) days prior
to the anniversary date of the immediately preceding annual meeting of
stockholders; provided, however, that in the event that the annual meeting is
called for a date that is not within thirty (30) days before or after such
anniversary date, notice by the stockholder in order to be timely must be so
received not later than the close of business on the tenth (10th ) day


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following the earlier of (i) the day on which notice of the annual meeting is
mailed to stockholders and (ii) the day on which public announcement of the date
of the annual meeting is first made by the Corporation; provided, further, that
if the Corporation mails notice of the annual meeting to stockholders or
otherwise makes public announcement of a date for the annual meeting and
subsequently changes the date of such annual meeting (other than a change from a
date which is within thirty (30) before or after such anniversary date to
another date which is within thirty (30) days before or after such anniversary
date), notice by the stockholder will be timely if it is so received not later
than the close of business on the tenth (10th) day following the earlier of (A)
the day on which notice of the annual meeting reflecting the new date is mailed
to stockholders and (B) the day on which public announcement of the new date of
the annual meeting is first made by the Corporation. For purposes of these
Bylaws, "public announcement" shall mean disclosure in a press release reported
by the Dow Jones News Service, PR Newswire, Business Wire, Associated Press or
comparable national news service or in a document publicly filed by the
Corporation with the Securities and Exchange Commission pursuant to Sections 13,
14 or 15(d) of the Exchange Act.

                  (d)      To be in proper written form, a stockholder's notice
to the Secretary must set forth as to each matter such stockholder proposes to
bring before the annual meeting: (i) a brief description of the business
desired to be brought before the meeting and the reasons for conducting such
business at the meeting; (ii) the text of the proposal or business (including
the text of any resolutions proposed for consideration and, in the event that
such business includes a proposal to amend the Bylaws of the Corporation, the
language of the proposed amendment); and (iii) as to the stockholder giving the
notice and the beneficial owner, if any, on whose behalf the proposal is made,
(A) the name and record address of such stockholder, as they appear on the
Corporation's books, and of such beneficial owner, (B) the class or series and
number of shares of capital stock of the Corporation which are owned
beneficially or of record by such stockholder and such beneficial owner, (C) a
representation that the stockholder is a holder of record of the stock of the
Corporation entitled to vote at such meeting and intends to appear in person or
by proxy at the meeting to propose such business, (D) a representation whether
the stockholder or the beneficial owner, if any, intends or is part of a group
which intends (1) to deliver a proxy statement and/or form of proxy to holders
of at least the percentage of the Corporation's outstanding capital stock
required to approve or adopt the proposal and/or (2) otherwise to solicit
proxies from stockholders in support of such proposal, and (E) a description of
all arrangements or understandings between such stockholder or such beneficial
owner, if any, and any other person or persons (including their names) in
connection with the proposal of such business by such stockholder and any
material interest of such stockholder, any such beneficial owner and/or any
such other persons in such business.

                  (e)      Notwithstanding the foregoing provisions of this
Section 2.14, if the stockholder (or a qualified representative of the
stockholder) does not appear at the annual meeting of stockholders of the
Corporation to present business otherwise proposed in accordance with the
requirements of this Section 2.14, such proposed business shall not be
transacted, notwithstanding that proxies in respect of such vote may have been
received by the Corporation.

                  (f)      The Chairman of the meeting shall have the power and
duty to determine whether any business proposed to be brought before the annual
meeting was not properly


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brought before the meeting in accordance with the procedures set forth in this
Section 2.14 and, if the Chairman declares to the meeting that any proposed
business was not properly brought before the meeting, such business shall not
be considered or voted upon at the meeting and shall be disregarded.

         2.15     ADVANCE NOTICE OF NOMINATION OF DIRECTORS

                  (a)      Only persons who are nominated in accordance with
the procedures set forth in this Section 2.15 shall be eligible for election as
directors of the Corporation, except as may be otherwise provided in the
Certificate of Incorporation with respect to the right of holders of preferred
stock of the Corporation to nominate and elect a specified number of directors
in certain circumstances. Nominations of persons for election to the Board of
Directors may be made at any annual meeting of stockholders, or at any special
meeting of stockholders called for the purpose of electing directors, (i) by or
at the direction of the Board of Directors (or any duly authorized committee
thereof) or (ii) by any stockholder of the Corporation (A) who is a stockholder
of record on the date of the giving of the notice provided for in this Section
2.15 and on the record date for the determination of stockholders entitled to
vote at such meeting and (B) who complies with the notice procedures set forth
in this Section 2.15.

                  (b)      In addition to any other requirements under
applicable law, for a nomination to be made by a stockholder, such stockholder
must have given timely notice thereof (in accordance with Section 2.15(c)) in
proper written form (in accordance with Section 2.15(d)) to the Secretary of
the Corporation.

                  (c)      To be timely, a stockholders' notice to the
Secretary must be received at the principal executive offices of the
Corporation (i) in the case of an annual meeting of stockholders, not less than
sixty (60) days nor more than ninety (90) days prior to the anniversary date of
the immediately preceding annual meeting of stockholders; provided, however,
that in the event that the annual meeting is called for a date that is not
within thirty (30) days before or after such anniversary date, notice by the
stockholder in order to be timely must be so received not later than the close
of business on the tenth (10th ) day following the earlier of (A) the day on
which notice of the annual meeting is mailed to stockholders and (B) the day on
which public announcement of the date of the annual meeting is first made by
the Corporation; provided, further, that if the Corporation mails notice of the
annual meeting to stockholders or otherwise makes public announcement of a date
for the annual meeting and subsequently changes the date of such annual meeting
(other than a change from a date which is within thirty (30) days before or
after such anniversary date to another date that is within thirty (30) days
before or after such anniversary date), notice by the stockholder will be
timely if it is so received not later than the close of business on the tenth
(10th ) day following the earlier of (1) the day on which notice of the annual
meeting reflecting the new date is mailed to stockholders and (2) the day on
which public announcement of the new date of the annual meeting is first made
by the Corporation, or (ii) in the case of a special meeting of stockholders
called for the purpose of electing directors, not later than the close of
business on the tenth (10th ) day following the earlier of (A) the day on which
notice of the special meeting is mailed to stockholders and (B) the day on
which public announcement of the date of the special meeting is first made by
the Corporation. Notwithstanding anything in the first sentence of this Section
2.15(c) to the contrary, in the event 


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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 seventy (70) days prior to the
anniversary date of the immediately preceding annual meeting of stockholders
(or, in the event that directors are to be elected at a special meeting, at
least seventy (70) days prior to the date of such special meeting), a
stockholder's notice to the Secretary shall also be considered timely, but only
with respect to nominees for any new position created by such increase, if it
shall be received by the Secretary at the principal executive offices of the
Corporation not later than the close of business on the tenth (10th ) day
following the day on which such public announcement is first made by the
Corporation.

                  (d)      To be in proper written form, a stockholder's notice
to the Secretary must set forth: (i) as to each person whom the stockholder
proposes to nominate for election as a director, (A) the name, age, business
address and residence address of the person, (B) the principal occupation or
employment of the person, (C) the class or series and number of shares of
capital stock of the Corporation which are owned beneficially or of record by
the person and (D) any other information relating to the person that would be
required to be disclosed in a proxy statement or other filings required to be
made in connection with solicitations of proxies for election of directors
pursuant to Section 14 of the Exchange Act and the rules and regulations
promulgated thereunder; and (ii) as to the stockholder giving the notice and
any beneficial owner on whose behalf the nomination is made, (A) the name and
record address of such stockholder, as they appear on the Corporation's books,
and of such beneficial owner, (B) the class or series and number of shares of
capital stock of the Corporation which are owned beneficially or of record by
such stockholder and such beneficial owner, (C) a representation that the
stockholder is a holder of record of the stock of the Corporation entitled to
vote at such meeting and intends to appear in person or by proxy at the meeting
to propose such nomination, (D) a representation whether the stockholder or the
beneficial owner, if any, intends or is part of a group which intends to
solicit proxies from stockholders in support of such nomination, (E) a
description of all arrangements or understandings between such stockholder or
such beneficial owner, if any, and any other person or persons (including their
names) in connection with the proposal of such nomination by such stockholder,
and (F) any other information relating to such stockholder that would be
required to be disclosed in a proxy statement or other filings required to be
made in connection with solicitations or proxies for election of directors
pursuant to Section 14 of the Exchange Act and the rules and regulations
promulgated thereunder. Such notice must be accompanied by a written consent of
each proposed nominee to being named as a nominee and to serve as a director if
elected. The Corporation may require any proposed nominee to furnish such other
information as it may reasonable require to determine the eligibility of such
proposed nominee to serve as a director of the Corporation.

                  (e)      Notwithstanding the foregoing provisions of this
Section 2.15, 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 otherwise proposed in accordance
with the requirements of this Section 2.15, such nomination shall be
disregarded, notwithstanding that proxies voting for such nominee may have been
received by the Corporation.


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                  (f)      The Chairman of the meeting shall have the power and
duty to determine whether any nomination was not made in accordance with the
procedures set forth in this Section 2.15 and, if the Chairman of the meeting
declares to the meeting that a nomination was not properly made, such
nomination shall not be considered or voted upon at the meeting and shall be
disregarded.

         2.16     CONDUCT OF MEETINGS OF STOCKHOLDERS

         The date and time of the opening and the closing of the polls for each
matter upon which the stockholders of the Corporation will vote at an annual or
special meeting of the stockholders shall be announced at the meeting by the
person presiding over the meeting. The Board of Directors may, to the extent
not prohibited by law, the Certificate of Incorporation or these Bylaws, adopt
such additional or supplemental rules and regulations for the conduct of the
meetings of stockholders as it shall deem appropriate. Except to the extent
inconsistent with such rules and regulations as are adopted by the Board of
Directors, the person presiding over any meeting of stockholders shall have the
right and authority, prior to, at the inception of, or during the meeting, to
prescribe such additional or supplemental rules, regulations and procedures and
to do all such acts as, in the judgment of such person, are appropriate for the
proper conduct of the meeting. Such rules, regulations or procedures, whether
adopted by the Board of Directors or prescribed by the presiding officer of the
meeting, may include, without limitation, the following: (a) the establishment
of an agenda or order of business for the meeting; (b) rules and procedures for
maintaining order at the meeting and the safety of those present; (c)
limitations on attendance at or participation in the meeting to stockholders of
record of the Corporation, their duly authorized and constituted proxies or
such other persons as the person presiding over the meeting shall determine;
(d) restrictions on entry to the meeting after the time fixed for the
commencement thereof; and (e) limitations on the time allotted to questions or
comments by participants. The person presiding over any meeting of stockholders
shall have the authority to make any determinations applicable to the conduct
of the meeting necessary or advisable under applicable law, the Certificate of
Incorporation or these Bylaws or under any such rules, regulations or
procedures adopted in accordance with this Section 2.16. Unless the Board of
Directors or the person presiding over the meeting shall determine otherwise,
meetings of stockholders shall not be required to be held in accordance with
the rules of parliamentary procedure.


                                  ARTICLE III

                                   DIRECTORS

         3.1      POWERS

         The property, business and affairs of the Corporation shall be managed
by or under the direction of the Board of Directors, which may exercise all
such powers of the Corporation and do all such lawful acts and things as are
not by law or by the Certificate of Incorporation directed or required to be
exercised or done by the stockholders.


                                       9
>PAGE>   13


         3.2      NUMBER OF DIRECTORS

         The number of directors of the Corporation shall be eleven (11). This
number may be changed exclusively by a resolution duly adopted by the
affirmative vote of a majority of the members of the Board of Directors then
authorized by the Bylaws, except as may otherwise be provided by the
Certificate of Incorporation or by statute.

         No reduction of the authorized number of directors shall have the
effect of removing any director before that director's term of office expires.

         3.3      ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS

         The Board of Directors shall be divided into three classes designated
as Class I, Class II and Class III, respectively. Directors shall be assigned
to each class in accordance with a resolution or resolutions adopted by the
Board of Directors. At the annual meeting of stockholders in 2002, the term of
office of the Class I directors shall expire and Class I directors shall be
elected for a full term of three years. At the annual meeting of stockholders
in 2003, the term of office of the Class II directors shall expire and Class II
directors shall be elected for a full term of three years. At the annual
meeting of stockholders in 2001, the term of office of the Class III directors
shall expire and Class III directors shall be elected for a full term of three
years. At each succeeding annual meeting of stockholders, directors shall be
elected for a full term of three years to succeed the directors of the class
whose terms expire at such annual meeting.

         Notwithstanding the foregoing provisions of this Section 3.3, each
director shall serve until his or her successor is duly elected and qualified
or until his or her death, resignation or removal. No decrease in the number of
directors constituting the Board of Directors shall shorten the term of any
incumbent director.

         3.4      RESIGNATION AND VACANCIES

         Any vacancies on the Board of Directors resulting from death,
resignation, disqualification, removal, or other causes shall, unless the Board
of Directors determines by resolution that any such vacancies or newly created
directorships shall be filled by stockholders, except as otherwise provided by
law, be filled only by the affirmative vote of a majority of the remaining
directors then in office, even though less than a quorum of the Board of
Directors and not by the stockholders. Newly created directorships resulting
from any increase in the number of directors shall, unless the Board of
Directors determines by resolution that any such newly created directorship
shall be filled by the stockholders, be filled only by the affirmative vote of
the directors then in office, even though less than a quorum of the Board of
Directors and not by the stockholders. Any director elected in accordance with
the preceding sentence shall hold office for the remainder of the full term of
the class of directors in which the new directorship was created or the vacancy
occurred and until such director's successor shall have been elected and
qualified.


                                      10
>PAGE>   14


         3.5      PLACE OF MEETINGS; MEETINGS BY TELEPHONE

         The Board of Directors of the Corporation may hold meetings, both
regular and special, either within or outside the State of Delaware.

         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 other 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.

         3.6      FIRST MEETINGS

         The first meeting of each newly elected Board of Directors shall be
held at such time and place as shall be determined by the Board of Directors.

         3.7      REGULAR MEETINGS

         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 of Directors.

         3.8      SPECIAL MEETINGS; NOTICE

         Special meetings of the Board of Directors may be called by the CEO on
twenty-four (24) hours notice to each director, either personally or by mail,
telegram, telex, electronic mail, facsimile transmission or telephone; special
meetings shall be called by the CEO 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 CEO or
Secretary in like manner and on like notice on the written request of the sole
director.

         3.9      QUORUM

         At all meetings of the Board of Directors, a majority of the
authorized number of directors shall constitute a quorum for the transaction of
business and the act of a majority of the directors present at any meeting at
which there is a quorum shall be the act of the Board of Directors, except as
may be otherwise specifically provided by statute or by the Certificate of
Incorporation.

         3.10     WAIVER OF NOTICE

         Whenever notice is required to be given under any provision of the
General Corporation Law of Delaware or of the Certificate of Incorporation or
these Bylaws, a written waiver thereof, signed by the person entitled to
notice, whether before or after the time stated therein, shall be deemed
equivalent to notice. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends a meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, 


                                      11
>PAGE>   15


any regular or special meeting of the directors, or members of a committee of
directors, need be specified in any written waiver of notice unless so required
by the Certificate of Incorporation or these Bylaws.

         3.11     ADJOURNED MEETING; NOTICE

         If a quorum is not present at any meeting of the Board of Directors,
then the directors present thereat may adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum is
present.

         3.12     BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING

         Unless otherwise restricted by the Certificate of Incorporation or
these Bylaws, any action required or permitted to be taken at any meeting of
the Board of Directors, or of any committee thereof, may be taken without a
meeting if all members of the board 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.

         3.13     FEES AND COMPENSATION OF DIRECTORS

         Unless otherwise restricted by the Certificate of Incorporation or
these Bylaws, the Board of Directors shall have the authority to fix the
compensation of directors.

         3.14     APPROVAL OF LOANS TO OFFICERS

         The Corporation may lend money to, or guarantee any obligation of, or
otherwise assist any officer or other employee of the Corporation or of its
subsidiary, including any officer or employee who is a director of the
Corporation or its subsidiary, whenever, in the judgment of the directors, such
loan, guaranty or assistance may reasonably be expected to benefit the
Corporation. The loan, guaranty or other assistance may be with or without
interest and may be unsecured, or secured in such manner as the Board of
Directors shall approve, including, without limitation, a pledge of shares of
stock of the Corporation. Nothing in this section contained shall be deemed to
deny, limit or restrict the powers of guaranty or warranty of the Corporation
at common law or under any statute.

         3.15     REMOVAL OF DIRECTORS

         Unless otherwise restricted by statute, by the Certificate of
Incorporation or by these Bylaws, any director or the entire Board of Directors
may be removed, only with cause, by the holders of a majority of the shares
then entitled to vote at an election of directors.


                                      12
>PAGE>   16


                                   ARTICLE IV

                                   COMMITTEES


         4.1      COMMITTEES OF DIRECTORS

         The Board of Directors may, by resolution passed by a majority of the
whole board, designate one or more committees, with each committee to consist
of two 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. Any such
committee, to the extent provided in the resolution of the Board of Directors
or in the Bylaws of the Corporation, 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 that may require it; but no such committee shall have the
power or authority to (i) amend the Certificate of Incorporation (except that a
committee may, to the extent authorized in the resolution or resolutions
providing for the issuance of shares of stock adopted by the Board of Directors
as provided in Section 151(a) of the General Corporation Law of Delaware, fix
any of the preferences or rights of such shares relating to dividends,
redemption, dissolution, any distribution of assets of the Corporation or the
conversion into, or the exchange of such shares for, shares of any other class
or classes or any other series of the same or any other class or classes of
stock of the Corporation), (ii) adopt an agreement of merger or consolidation
under Sections 251 or 252 of the General Corporation Law of Delaware, (iii)
recommend to the stockholders the sale, lease or exchange of all or
substantially all of the Corporation's property and assets, (iv) recommend to
the stockholders a dissolution of the Corporation or a revocation of a
dissolution, or (v) amend the Bylaws of the Corporation; and, unless the board
resolution establishing the committee, the Bylaws or the Certificate of
Incorporation expressly so provide, no such committee shall have the power or
authority to declare a dividend, to authorize the issuance of stock, or to
adopt a certificate of ownership and merger pursuant to Section 253 of the
General Corporation Law of Delaware. The Board of Directors may adopt rules for
the governance of any committee not inconsistent with the provisions of these
Bylaws and, unless the Board of Directors provides otherwise by resolution,
each committee may adopt such rules for itself to the extent not inconsistent
with these Bylaws and any such rules adopted by the Board of Directors. Except
as may otherwise be provided by resolution of the Board of Directors, a
majority of the members of any such committee may adopt such governance rules
or otherwise fix its rules of procedure, determine its action and fix the time
and place, whether within or without the State of Delaware of its meetings. The
Board of Directors shall have the power to change the members of any such
committee at any time, to fill vacancies therein and to discharge any such
committee, either with or without cause, at any time.

         4.2      COMMITTEE MINUTES

         Each committee shall keep regular minutes of its meetings and report
the same to the Board of Directors when required.


                                      13
>PAGE>   17


         4.3      MEETINGS AND ACTION OF COMMITTEES

         Except as otherwise provided in this Article IV or in any applicable
governance or procedural rules adopted pursuant to Section 4.1, meetings and
actions of committees shall be governed by, and held and taken in accordance
with, the provisions of the following Sections of these Bylaws, Section 3.5
(place of meetings and meetings by telephone), Section 3.7 (regular meetings),
Section 3.8 (special meetings and notice), Section 3.9 (quorum), Section 3.10
(waiver of notice), Section 3.11 (adjournment and notice of adjournment), and
Section 3.12 (action without a meeting), with such changes in the context of
those Bylaws as are necessary to substitute the committee and its members for
the Board of Directors and its members; provided, however, that (a) special and
regular meetings of committees may be called by the CEO and shall be called by
the CEO or Secretary upon resolution of the Board of Directors or written
request of a majority of the whole Board of Directors or of any two members of
the committee; and (b) notice of special meetings of committees shall also be
given to all alternate members, who shall have the right to attend all meetings
of the committee.

         4.4      ADVISORY COMMITTEES

         The Board of Directors may, by resolution passed by a majority of the
whole Board of Directors, designate one or more advisory committees, with each
committee to consist of one or more of the directors of the Corporation or any
other such persons as the Board of Directors may appoint. The Board of
Directors may designate one or more persons as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of
the committee. Members who are not members of the Board of Directors shall not
have the responsibilities or obligations of members of the Board of Directors
nor be deemed directors of the Corporation for any other purpose.


                                   ARTICLE V

                                    OFFICERS

         5.1      OFFICERS

         The officers of the Corporation shall be a Chief Executive Officer
(the "CEO"), a President, one or more Vice Presidents, a Secretary, a Chief
Financial Officer ("CFO") and a Treasurer. The Corporation may also have, at
the discretion of the Board of Directors, a Chairman of the Board, one or more
Assistant Vice Presidents, Assistant Secretaries, and Assistant Treasurers, may
be appointed in accordance with the provisions of Section 5.3 of these Bylaws.
Any number of offices may be held by the same person.

         5.2      ELECTION OF OFFICERS

         The officers of the Corporation, shall be elected by the Board of
Directors. The Board of Directors may also delegate authority to the CEO to
elect any officer other than the CEO and the Chairman of the Board, if any. The
CEO may delegate authority to the President to elect any 


                                      14
>PAGE>   18


officer that the CEO has been delegated the power to elect, other than the
President. Each officer shall hold office until his or her successor is
qualified or until his or her earlier resignation or removal.

         5.3      SUBORDINATE OFFICERS

         The Board of Directors may appoint or cause to be appointed such
officers and agents as the business of the Corporation may require. The Board
of Directors may delegate authority to the CEO to appoint or cause to be
appointed any such officers or agents. The CEO may delegate authority to the
President to appoint or cause to be appointed any such officers or agents. Each
such officer or agent shall hold office for such period, have such authority,
and perform such duties as are provided in these Bylaws or as the Board of
Directors, the CEO or the President may from time to time determine. Each such
officer shall hold office until his or her successor is qualified or until his
or her earlier resignation or removal.

         5.4      REMOVAL AND RESIGNATION OF OFFICERS

         All officers and agents shall be subject to removal, with or without
cause, at any time by the Board of Directors. The Board of Directors may
delegate authority to the CEO to remove or cause to be removed any officer or
agent whose election or appointment could be delegated to the CEO pursuant to
this Article V. The CEO may delegate authority to the President to remove or
cause to be removed any officer or agent whose election or appointment could be
delegated to the President pursuant to this Article V.

         Any officer may resign at any time by giving written notice to the
Corporation. Any resignation shall take effect at the date of the receipt of
that notice or at any later time specified in that notice; and, unless
otherwise specified in that notice, the acceptance of the resignation shall not
be necessary to make it effective.

         5.5      VACANCIES IN OFFICES

         Any vacancy occurring in any office of the Corporation shall be filled
in accordance with the applicable provisions for election of officers in
Section 5.2 and 5.3.

         5.6      CHAIRMAN OF THE BOARD

         The Chairman of the Board, if such an officer be elected, shall, if
present, preside at meetings of the Board of Directors and exercise and perform
such other powers and duties as may from time to time be assigned to him or her
by the Board of Directors or as may be prescribed by these Bylaws. If there is
no CEO then the Chairman of the Board shall also be the CEO of the Corporation
and shall have the powers and duties prescribed in Section 5.7 of these Bylaws.


                                      15
>PAGE>   19


         5.7      CEO

         Subject to such supervisory powers, if any, as may be given by the
Board of Directors to the Chairman of the Board, if there be such an officer,
the CEO shall, subject to the control of the Board of Directors, have general
supervision, direction, and control of the business and the officers of the
Corporation. The CEO shall preside at all meetings of the stockholders and, in
the absence or nonexistence of a Chairman of the Board, at all meetings of the
Board of Directors, if the CEO is also a director. The CEO shall have the
general powers and duties of management usually vested in the chief executive
officer of a corporation, and shall have such other powers and duties as may be
prescribed by the Board of Directors or these Bylaws.

         5.8      PRESIDENT

         The President may assume and perform the duties of the CEO in the
absence or disability of the CEO or whenever the office of the CEO is vacant.
The President of the Corporation shall exercise and perform such powers and
duties as may from time to time be assigned to him or her by the Board of
Directors, the CEO, or as may be prescribed by these Bylaws. The President
shall have the authority to execute in the name of the Corporation bonds,
contracts, deeds, leases and other written instruments to be executed by the
Corporation. In the absence or nonexistence of the Chairman of the Board and
the CEO, he or she shall preside at all meetings of the stockholders and, in
the absence or nonexistence of the Chairman of the Board and the CEO, at all
meetings of the Board of Directors, if the President is also a director, and
shall perform such other duties as the Board of Directors may from time to time
determine.

         5.9      VICE PRESIDENT

         In the absence or disability of the CEO and the President, the Vice
Presidents, if any, in order of their rank as fixed by the Board of Directors
or, if not ranked, a Vice President designated by the Board of Directors, shall
perform all 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 have such other powers and perform such other duties as from
time to time may be prescribed for them respectively by the Board of Directors,
these Bylaws, the President or the Chairman of the Board.

         5.10     SECRETARY

         The Secretary shall keep or cause to be kept, at the principal
executive office of the Corporation or such other place as the Board of
Directors may direct, a book of minutes of all meetings and actions of
directors, committees of directors, and stockholders. The minutes shall show
the time and place of each meeting, whether regular or special (and, if
special, how authorized and the notice given), the names of those present at
directors' meetings or committee meetings, the number of shares present or
represented at stockholders' meetings, and the proceedings thereof.

         The Secretary shall keep, or cause to be kept, at the principal
executive office of the Corporation or at the office of the Corporation's
transfer agent or registrar, as determined by 


                                      16
>PAGE>   20


resolution of the Board of Directors, a share register, or a duplicate share
register, showing the names of all stockholders and their addresses, the number
and classes of shares held by each, the number and date of certificates
evidencing such shares, and the number and date of cancellation of every
certificate surrendered for cancellation.

         The Secretary shall give, or cause to be given, notice of all meetings
of the stockholders and of the Board of Directors and committees of the Board
of Directors required to be given by law or by these Bylaws. He or she shall
keep the seal of the Corporation, if one be adopted, in safe custody and shall
have such other powers and perform such other duties as may be prescribed by
the Board of Directors or by these Bylaws.

         5.11     CFO

         The CFO shall keep and maintain, or cause to be kept and maintained,
adequate and correct books and records of accounts of the properties and
business transactions of the Corporation, including accounts of its assets,
liabilities, receipts, disbursements, gains, losses, capital, retained
earnings, and shares. The books of account shall at all reasonable times be
open to inspection by any director. The CFO shall have such other powers and
perform such other duties as may be prescribed by the Board of Directors or
these Bylaws.

         5.12     TREASURER

         The Treasurer shall deposit all money and other valuables in the name
and to the credit of the Corporation with such depositaries as may be
designated by the Board of Directors. He or she shall disburse the funds of the
Corporation as may be ordered by the Board of Directors, shall render to the
CEO, the President and the Board of Directors, whenever they request it, an
account of all of his or her transactions as Treasurer and of the financial
condition of the Corporation, and shall have such other powers and perform such
other duties as may be prescribed by the Board of Directors or these Bylaws.

         5.13     ASSISTANT SECRETARY

         The Assistant Secretary, or, if there is more than one, the Assistant
Secretaries in the order determined by the stockholders or 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 his or her 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 may be
prescribed by the Board of Directors or these Bylaws.

         5.14     ASSISTANT TREASURER

         The Assistant Treasurer, or, if there is more than one, the Assistant
Treasurers, in the order determined by the stockholders or 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 his or her inability
or refusal to act, perform the duties and exercise the powers of the Treasurer
and 


                                      17
>PAGE>   21


shall perform such other duties and have such other powers as may be prescribed
by the Board of Directors or these Bylaws.

         5.15     AUTHORITY AND DUTIES OF OFFICERS

         In addition to the foregoing authority and duties, all officers of the
Corporation shall respectively have such authority and perform such duties in
the management of the business of the Corporation as may be designated from
time to time by the Board of Directors.


                                   ARTICLE VI

                                   INDEMNITY

         6.1      INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Corporation shall, to the maximum extent and in the manner
permitted by the General Corporation Law of Delaware, indemnify each of its
directors and officers against expenses (including attorneys' fees), judgments,
fines, settlements, and other amounts actually and reasonably incurred in
connection with any proceeding, arising by reason of the fact that such person
is or was an agent of the Corporation. For purposes of this Section 6.1, a
"director" or "officer" of the Corporation includes any person (i) who is or
was a director or officer of the Corporation or any subsidiary of the
Corporation, (ii) who is or was serving at the request of the Corporation as a
director or officer of another corporation, partnership, joint venture, trust
or other enterprise, or (iii) who was a director or officer of a corporation
which was a predecessor corporation of the Corporation or any of its
subsidiaries or of another enterprise at the request of such predecessor
corporation or subsidiary.

         6.2      INDEMNIFICATION OF OTHERS

         The Corporation shall have the power, to the extent and in the manner
permitted by the General Corporation Law of Delaware, to indemnify each of its
employees and agents (other than directors and officers) against expenses
(including attorneys' fees), judgments, fines, settlements, and other amounts
actually and reasonably incurred in connection with any proceeding, arising by
reason of the fact that such person is or was an agent of the Corporation. For
purposes of this Section 6.2, an "employee" or "agent" of the Corporation
(other than a director or officer) includes any person (i) who is or was an
employee or agent of the Corporation or any subsidiary of the Corporation, (ii)
who is or was serving at the request of the Corporation as an employee or agent
of another corporation, partnership, joint venture, trust or other enterprise,
or (iii) who was an employee or agent of a corporation which was a predecessor
corporation of the Corporation or any of its subsidiaries or of another
enterprise at the request of such predecessor corporation or subsidiary.


                                      18
>PAGE>   22


         6.3      INSURANCE

         The Corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the Corporation,
or is or was serving at the request of the Corporation or its subsidiaries as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
or her and incurred by him or her in any such capacity, or arising out of his
or her status as such, whether or not the Corporation would have the power to
indemnify him or her against such liability under the provisions of the General
Corporation Law of Delaware.


                                  ARTICLE VII

                               BOOKS AND RECORDS

         The books and records of the Corporation may be kept at such place or
places within or without the State of Delaware as the Board of Directors may
from time to time determine.


                                  ARTICLE VIII

                                GENERAL MATTERS

         8.1      CHECKS

         From time to time, the Board of Directors shall determine by
resolution which person or persons may sign or endorse all checks, drafts,
other orders for payment of money, notes or other evidences of indebtedness
that are issued in the name of or payable to the Corporation, and only the
persons so authorized shall sign or endorse those instruments.

         8.2      EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS

         The Board of Directors, except as otherwise provided in these Bylaws,
may authorize any officer or officers, or agent or agents, to enter into any
contract or execute any instrument in the name of and on behalf of the
Corporation; such authority may be general or confined to specific instances.
Unless so authorized or ratified by the Board of Directors or within the agency
power of an officer, no officer, agent or employee shall have any power or
authority to bind the Corporation by any contract or engagement or to pledge
its credit or to render it liable for any purpose or for any amount.

         8.3      STOCK CERTIFICATES

         The shares of the Corporation shall be represented by certificates,
provided that the Board of Directors of the Corporation may provide by
resolution or resolutions that some or all of any or all classes or series of
its stock shall be uncertificated shares. Any such resolution shall not apply
to shares represented by a certificate until such certificate is surrendered to
the 


                                      19
>PAGE>   23


Corporation. Notwithstanding the adoption of such a resolution by the Board of
Directors, every holder of stock represented by certificates and upon request
every holder of uncertificated shares shall be entitled to have a certificate
signed by, or in the name of the Corporation by the Chairman of the Board, the
CEO, or the President or Vice President, and by the Treasurer or an Assistant
Treasurer, or the Secretary or an Assistant Secretary of such Corporation
representing the number of shares registered in certificate form. Any or all of
the signatures on the certificate may be a facsimile. In case any officer,
transfer agent or registrar who has signed or whose facsimile signature has
been placed upon a certificate has 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 date of issue.

         8.4      SPECIAL DESIGNATION ON CERTIFICATES

         If the Corporation is authorized to issue more than one class of stock
or more than one series of any class, then the powers, the designations, the
preferences, and the 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 shall be set forth in full or
summarized on the face or back of the certificate that the Corporation shall
issue to represent such class or series of stock; provided, however, 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 that 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, the
designations, the preferences, and the 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.

         8.5      LOST CERTIFICATES

         Except as provided in this Section 8.5, no new certificates for shares
shall be issued to replace a previously issued certificate unless the latter is
surrendered to the Corporation and cancelled at the same time. The Corporation
may issue a new certificate of stock or uncertificated shares in the place of
any certificate theretofore issued by it, alleged to have been lost, stolen or
destroyed, and the Corporation may require the owner of the lost, stolen or
destroyed certificate, or his or her legal representative, to give the
Corporation a bond sufficient to indemnify it against any claim that may be
made against it on account of the alleged loss, theft or destruction of any
such certificate or the issuance of such new certificate or uncertificated
shares.

         8.6      CONSTRUCTION; DEFINITIONS

         Unless the context requires otherwise, the general provisions, rules
of construction, and definitions in the Delaware General Corporation Law shall
govern the construction of these Bylaws. Without limiting the generality of
this provision, the singular number includes the plural, the plural number
includes the singular, and the term "person" includes both a corporation and a
natural person.


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         8.7      DIVIDENDS

         The directors of the Corporation, subject to any restrictions
contained in the Certificate of Incorporation, may declare and pay dividends
upon the shares of its capital stock pursuant to the General Corporation Law of
Delaware. Dividends may be paid in cash, in property, or in shares of the
Corporation's capital stock.

         The directors of the Corporation may set apart out of any of the funds
of the Corporation available for dividends a reserve or reserves for any proper
purpose and may abolish any such reserve. Such purposes shall include but not
be limited to equalizing dividends, repairing or maintaining any property of
the Corporation, and meeting contingencies.

         8.8      FISCAL YEAR

         The fiscal year of the Corporation shall be fixed by resolution of the
Board of Directors and may be changed by the Board of Directors.

         8.9      SEAL

         The seal of the Corporation shall be such as from time to time may be
approved by the Board of Directors.

         8.10     TRANSFER OF STOCK

         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 in its books.

         8.11     STOCK TRANSFER AGREEMENTS

         The Corporation shall have power to enter into and perform any
agreement with any number of stockholders of any one or more classes of stock
of the Corporation to restrict the transfer of shares of stock of the
Corporation of any one or more classes owned by such stockholders in any manner
not prohibited by the General Corporation Law of Delaware.

         8.12     REGISTERED STOCKHOLDERS

         The Corporation shall be entitled to recognize the exclusive right of
a person registered on its books as the owner of shares to receive dividends
and to vote as such owner, shall be entitled to hold liable for calls and
assessments the person registered on its books as the owner of shares, and
shall not be bound to recognize any equitable or other claim to or interest in
such share or shares on the part of another person, whether or not it shall
have express or other notice thereof, except as otherwise provided by the laws
of Delaware.


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>PAGE>   25


         8.13     REPRESENTATION OF SHARES OF OTHER CORPORATIONS

         The Chairman of the Board, the CEO, the President, the CFO or any
other person authorized by the Board of Directors or the CEO, is authorized to
vote, represent, and exercise on behalf of this Corporation all rights incident
to any and all shares of any other corporation or corporations standing in the
name of this Corporation. The authority granted herein may be exercised either
by such person directly or by any other person authorized to do so by proxy or
power of attorney duly executed by such person having the authority.


                                   ARTICLE IX

                                   AMENDMENTS

         These Bylaws may be altered, amended or repealed, and new bylaws made
(a) by the affirmative vote of the holders of a majority of the total voting
power of all classes of outstanding capital stock voting thereon as a single
class or (b) by the Board of Directors.


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