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                                                             As of March 5, 2001
                                                                   Board meeting
                                   EXHIBIT 3.2

                                     BYLAWS

                                       OF

                         RIGHTCHOICE MANAGED CARE, INC.

                                   AS AMENDED
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                                TABLE OF CONTENTS

                                                                            Page
ARTICLE I - OFFICES AND RECORDS................................................1
ARTICLE II - SHAREHOLDERS......................................................1
ARTICLE III - BOARD OF DIRECTORS...............................................6
ARTICLE IV - OFFICERS.........................................................15
ARTICLE V - INDEMNIFICATION...................................................19
ARTICLE VI - STOCK............................................................21
ARTICLE VII - CORPORATE FINANCE...............................................22
ARTICLE VIII - GENERAL PROVISIONS.............................................23


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                         ARTICLE I - OFFICES AND RECORDS

SECTION 1.1       REGISTERED OFFICE AND REGISTERED AGENT. The location of the
registered office and the name of the registered agent of the Corporation in the
State of Delaware shall be as stated in the Certificate of Incorporation of the
Corporation (as the same may be further amended and/or restated) (the
"Certificate of Incorporation") or as shall be determined from time to time by
the Board of Directors and on file in the appropriate office of the State of
Delaware pursuant to applicable provisions of law. Unless otherwise permitted by
law, the address of the registered office of the Corporation and the address of
the business office of the registered agent shall be identical.

SECTION 1.2       CORPORATE OFFICES. The Corporation may have such corporate
offices anywhere within or without the State of Delaware as the Board of
Directors from time to time may determine or the business of the Corporation may
require.

SECTION 1.3       BOOKS AND RECORDS. The Corporation shall keep correct and
complete books and records of account, including the amount of its assets and
liabilities, minutes of its proceedings of its stockholders and Board of
Directors (and any committee having the authority of the Board of Directors) and
the names and places of residence of its officers. The Corporation shall keep at
its registered office or principal place of business in the State of Missouri,
or at the office of its transfer agent in the State of Missouri, if any, books
and records in which shall be recorded the number of shares subscribed, the
names of the owners of the shares, the numbers owned by them respectively, the
amount of shares paid, and by whom, and the transfer of such shares with the
date of transfer.

SECTION 1.4       INSPECTION OF RECORDS. A stockholder may, upon written demand
under oath stating the proper purpose thereof, inspect the records of the
Corporation, pursuant to any statutory or other legal right, during the usual
and customary hours of business and in such manner as will not unduly interfere
with the regular conduct of the business of the Corporation. A stockholder may
delegate such stockholder's right of inspection to a certified or public
accountant on the condition, to be enforced at the option of the Corporation,
that the stockholder and accountant agree with the Corporation to furnish to the
Corporation promptly a true and correct copy of each report with respect to such
inspection made by such accountant. No stockholder shall use, permit to be used
or acquiesce in the use by others of any information so obtained to the
detriment competitively of the Corporation, nor shall such stockholder furnish
or permit to be furnished any information so obtained to any competitor or
prospective competitor of the Corporation. The Corporation as a condition
precedent to any stockholder's inspection of the records of the Corporation may
require the stockholder to indemnify the Corporation, in such manner and for
such amount as may be determined by the Board of Directors, against any loss or
damage which may be suffered by it arising out of or resulting from any
unauthorized disclosure made or permitted to be made by such stockholder of
information obtained in the course of such inspection.

                            ARTICLE II - SHAREHOLDERS

SECTION 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 by the Board of Directors,
stockholders' meetings shall be held at the principal place of business of the
Corporation.

SECTION 2.2       ANNUAL MEETINGS. An annual meeting of the stockholders of the
Corporation for the election of directors shall be held on the second Friday in
June of each year, if not a legal holiday, and
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if a legal holiday, then on the next business day following, at 10:00 a.m., or
at such other date and time as shall be designated from time to time by the
Board of Directors and stated in the notice of the meeting, at which the
stockholders entitled to vote thereon shall elect directors to serve until
expiration of their respective term of office as specified in Section 3 of
Article IV of the Certificate of Incorporation and until their respective
successors are duly elected and qualified, or until their respective earlier
resignation, removal or death, and shall transact such other business as may
properly come before the meeting as provided herein.

SECTION 2.3       SPECIAL MEETINGS. Special meetings of stockholders may be
called only by the Chairman of the Board, the Chief Executive Officer, the
President, or an Independent Board Majority (as defined in Section 4.B.3 of
Article IV of the Certificate of Incorporation). The Chairman of the Board, the
Chief Executive Officer, the President, or an Independent Board Majority, as the
case may be, shall have the right to determine the business to be transacted at
any special meeting and no issue or matter may be acted upon by any stockholders
at any special meeting unless such issue or matter has been approved by the
Board of Directors for vote by stockholders at such meeting.

SECTION 2.4       NOTICE; WAIVER OF NOTICE; AFFIDAVIT OF NOTICE.

         (a)      Written or printed notice of each meeting of the stockholders,
whether annual or special, stating the place, day and hour of the meeting and,
in case of a special meeting, the purpose or purposes thereof and that no other
business may be transacted, and, in the case of an annual meeting, those matters
which the Board of Directors, at the time of giving the notice, intends to
present for action by the stockholders, shall be delivered or given to each
stockholder entitled to vote at such meeting, as determined in accordance with
Section 2.8 of these Bylaws, not less than ten (10) days or more than sixty (60)
days before the date of the meeting, either personally or by mail, by or at the
direction of the President, the Secretary, or the officer or persons calling the
meeting pursuant to Section 2.3 of these Bylaws, unless, as to a particular
matter, other or further notice is required by the General Corporation Law of
the State of Delaware (the "DGCL") or other applicable law, in which case such
other or further notice shall be given.

         (b)      Any notice to a stockholder of a stockholders' meeting sent by
mail shall be deemed to be delivered when deposited in the United States mail
with postage thereon prepaid and addressed to the stockholder at such
stockholder's address as it appears on the records of the Corporation.

         (c)      Whenever any notice is required to be given to any stockholder
under the provisions of these Bylaws, or of the Certificate of Incorporation or
of the DGCL or other applicable law, a written waiver thereof, signed by the
stockholder entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.

         (d)      To the extent provided by the DGCL or other applicable law,
attendance of a stockholder at any meeting shall constitute a waiver of notice
of such meeting except where a stockholder attends a meeting for the express
purpose of objecting to the transaction of any business because the meeting is
not lawfully called or convened.

         (e)      An affidavit of the mailing or other means of giving any
notice of any stockholders' meeting shall be executed by the Secretary, the
Assistant Secretary, or any transfer agent of the Corporation giving the notice,
and shall be filed and maintained in the minute book of the Corporation.


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SECTION 2.5       PRESIDING OFFICIALS. Every meeting of the stockholders, for
whatever purpose, shall be convened by the President, the Secretary or the
officer or any of the persons who called the meeting pursuant to Section 2.3 of
these Bylaws. The meeting shall be presided over by the officers specified in
Sections 4.7, 4.8 and 4.9 of these Bylaws as provided therein.

SECTION 2.6       QUORUM; ADJOURNMENT. Unless otherwise provided by the DGCL or
other applicable law, the Certificate of Incorporation or these Bylaws, the
constitution of a quorum at any meeting of the stockholders shall require a
majority of the outstanding shares of the Corporation's capital stock entitled
to vote at such meeting, represented in person or by proxy; provided, however,
that in the event that less than a quorum is represented at a meeting, the
shares so represented, by a majority vote, shall have the right successively to
adjourn the meeting, without notice to any stockholder not present at the
meeting, to a specified date no later than 90 days after such adjournment. In
all matters, every decision of a majority of the outstanding shares then
entitled to vote on the subject matter and represented in person or by proxy at
a meeting at which a quorum is present shall be valid as an act of the
stockholders, unless a larger vote is required by the DGCL or other applicable
law, by the Certificate of Incorporation or by these Bylaws; provided, however,
that if there are two or more classes of stock entitled to vote as separate
classes, then in the case of each such class, the holders of a majority (or such
higher proportion as may be required by the DGCL or other applicable law or the
Certificate of Incorporation or these Bylaws) of the shares of each such class
must be voted affirmatively to approve any matter requiring such separate class
vote. Shares represented by a proxy which directs that the shares be voted to
abstain or to withhold a vote on a matter shall be deemed to be represented at
the meeting as to such matter. At any subsequent session of an adjourned meeting
at which a quorum is present in person or by proxy, any business may be
transacted which could have been transacted at the initial session of the
meeting if a quorum had been present.

SECTION 2.7       PROXIES. Every person entitled to vote for directors or on any
other matter shall have the right to do so either in person or by one or more
agents authorized by a written proxy signed by the person and filed with the
Secretary of the Corporation. 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. A validly executed proxy which does not state
that it is irrevocable shall continue in full force and effect unless (i)
revoked by the person executing it, before the vote pursuant to that proxy, by a
writing delivered to the Corporation stating that the proxy is revoked, or by a
subsequent proxy executed by, or attendance at the meeting and voting in person
by, the person executing the proxy; or (ii) written notice of the death or
incapacity of the maker of that proxy is received by the Corporation before the
vote pursuant to that proxy is counted; provided, however, that no proxy shall
be valid after the expiration of three (3) years from the date of the proxy,
unless otherwise provided in the proxy. The revocability of a proxy that states
on its face that it is irrevocable shall be governed by the provisions of
Section 212 of the DGCL.

SECTION 2.8       VOTING.

         (a)      Each stockholder shall have the number of votes provided in
the Certificate of Incorporation for each share of stock entitled to vote under
the provisions of the Certificate of Incorporation and registered in such
stockholder's name on the books of the Corporation.

         (b)      Cumulative voting is not permitted with respect to the
election of directors, and thus no stockholder entitled to vote in the election
of directors shall have the right to cast as many votes in the aggregate as
shall equal the number of votes held by the stockholder in the Corporation,
multiplied


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by the number of directors to be elected at the election, for one candidate, or
distribute them among two or more candidates.

         (c)      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 shares or for the purpose of
any other lawful action, the Board of Directors may fix, in advance, a record
date, which shall not be more than sixty (60) days nor less than ten (10) days
before the date of such meeting, nor more than sixty (60) days prior to any
other action. 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.

         (d)      If the Board of Directors does not close the transfer books or
set a record date for the determination of its stockholders entitled to notice
of, or to vote at, a meeting of stockholders in accordance with Section 2.8(d)
of these Bylaws, only those persons who are stockholders of record at the close
of business on the day preceding the next day on which notice of such meeting is
given, or, if notice is waived, at the close of business on the day next
preceding the day on which such meeting is held, shall be entitled to notice of,
and to vote at, such meeting and any adjournment of such meeting; except that,
if prior to such meeting written waivers of notice of such meeting are signed
and delivered to the Corporation by all of the stockholders of record at the
time such meeting is convened, only those persons who are stockholders of record
at the time such meeting is convened shall be entitled to vote at such meeting
and any adjournment thereof.

SECTION 2.9       STOCKHOLDERS' LISTS. A complete list of the stockholders
entitled to vote at each meeting of the stockholders, arranged in alphabetical
order, with the address of and the number of voting shares of each class owned
of record by each stockholder of record as of the date determined pursuant to
Sections 2.8(d) or (e) of these Bylaws as the case may be, shall be prepared by
the officer of the Corporation having charge of the stock transfer books of the
Corporation, and shall, for a period of ten (10) days prior to the meeting, be
kept on file at a place within the city where the meeting is to be held and
shall at any time during the usual hours for business be subject to inspection
by any stockholder. Such list or a duplicate thereof shall also be produced and
kept open at the time and place of the meeting and shall be subject to the
inspection of any stockholder during the whole time of the meeting. The original
share ledger or transfer book, or a duplicate thereof kept in the State of
Missouri, shall be prima facie evidence as to who are the stockholders entitled
to examine such list, share ledger or transfer book or to vote at any meeting of
stockholders.

SECTION 2.10      CONDUCT OF STOCKHOLDER MEETINGS. The date and time of the
opening and the closing of the polls for each matter upon which the stockholders
will vote at a meeting shall be announced at the meeting by the person presiding
over the meeting. The Board of Directors of the Corporation may, to the extent
not prohibited by the DGCL or other applicable law, adopt by resolution such
rules and regulations for the conduct of the meetings or any meeting of
stockholders as it shall deem appropriate. Except to the extent inconsistent
with such rules and regulations, the Chairman of the meeting may prescribe such
rules, regulations and procedures and do all such acts as, in the judgment of
such Chairman, 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 Chairman of the meeting, may, to the extent not prohibited by
the DGCL or other applicable law, include, without limitation, the following:
(i) the establishment of an agenda for the meeting; (ii) the maintenance of
order at the meeting; (iii) limitations on attendance at or participation in the
meeting to stockholders of record of


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the Corporation, their duly authorized proxies and such other persons as shall
be determined; (iv) restrictions on entry to the meeting after a specified time;
(v) limitation on the time allotted to questions or comments by participants;
(vi) a determination of whether the proponent of any proposal is entitled to
obtain a vote by stockholders on that proposal at that meeting under the
standards prescribed in these Bylaws and such other standards as the Chairman of
the meeting shall determine to be applicable; (vii) the taking and counting of
votes at such meetings; and (viii) the resolution of any other questions which
may be raised at such meeting. Unless otherwise determined by the Board of
Directors or the Chairman of the meeting, meetings of stockholders shall not be
required to be held in accordance with any rules of parliamentary procedure.

SECTION 2.11      STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING. No
action required or permitted to be taken at any annual or special meeting of
stockholders of the Corporation may be taken by written consent without a
meeting of such stockholders.

SECTION 2.12      INSPECTORS OF ELECTION. Before any meeting of stockholders,
the Board of Directors shall appoint a person (other than nominees for office,
directors or stockholders) to act as inspectors of election at the meeting or
its adjournment. If any person appointed as inspector fails to appear or fails
or refuses to act, the Chairman of the meeting shall appoint a person to fill
such vacancy. The inspector shall: (a) determine the number of shares
outstanding and the voting power of each, the shares represented at the meeting,
the existence of a quorum, and the authenticity, validity, and effect of
proxies; (b) receive votes or ballots; (c) hear and determine all challenges and
questions in any way arising in connection with the right to vote; (d) count and
tabulate all votes; (e) determine when the polls shall close; (f) determine the
result; and (g) do any other acts that may be proper to conduct the election or
vote with fairness to all stockholders.

SECTION 2.13      STOCKHOLDER PROPOSALS.

         (a)      Stockholders shall be entitled to submit proposals to be voted
upon by stockholders at an annual meeting of the Corporation provided that they
comply with the procedures set forth in this Section 2.13. Only those proposals
which satisfy all requirements specified in this Section 2.13 shall be deemed
"Qualified Stockholder Proposals."

         (b)      In order for a proposal to constitute a "Qualified Stockholder
Proposal," all of the following requirements must be satisfied:

                  (1)      The proposal must be made for submission at an annual
         meeting of stockholders;

                  (2)      The proposal must be a proper subject for stockholder
         action. The Board of Directors shall be entitled to determine that any
         proposal which the stockholder is not entitled to have included in the
         Corporation's proxy statement for the annual meeting under the
         Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
         the regulations issued by the Securities and Exchange Commission (which
         are collectively referred to herein as the "SEC Proxy Rules") is not a
         proper subject for stockholder action;

                  (3)      The proposal must be made by a stockholder who shall
         be the record holder on the record date for such annual meeting and at
         that meeting of shares entitled to be voted for the proposal (a
         "Proposing Stockholder");


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                  (4)      The Proposing Stockholder must deliver a written
         notice identifying such proposal to the office of the Corporation's
         Corporate Secretary at the Corporation's principal place of business
         which provides the information required by these Bylaws which is timely
         under the standards given in Section 3.5(e)(4) of these Bylaws;

                  (5)      Such Proposing Stockholder's proposal notice shall:
         (i) contain a description of the proposal, the reasons for the proposal
         and any material interest in such proposal by the Proposing Stockholder
         or the beneficial owner of the stockholder's record shares; (ii)
         contain an affirmation by the Proposing Stockholder that the
         stockholder satisfies the requirements specified in this Section 2.13
         for presentation of such proposal; and (iii) as to the Proposing
         Stockholder and the beneficial owner, if any, on whose behalf the
         proposal is made (x) the name and address of such Proposing
         Stockholder, as they appear on the Corporation's books, and of such
         beneficial owner and the telephone number at which each may be
         contacted during normal business hours through the time for which the
         meeting is scheduled, and (y) the class and number of shares of the
         Corporation which are owned beneficially and of record by such
         Proposing Stockholder and such beneficial owner; and

                  (6)      The Proposing Stockholder and the beneficial owner
         shall provide such other information as any officer of the Corporation
         shall reasonably deem relevant within such time limits as any officer
         of the Corporation shall reasonably impose for such information.

         (c)      Nothing in these Bylaws shall be deemed to prohibit a
stockholder from including any proposals in the Corporation's proxy statement to
the extent such inclusion shall be required by the SEC Proxy Rules or to lessen
any obligation by any stockholder to comply with the SEC Proxy Rules; provided,
however, that neither the fact that a stockholder's nominee qualifies as a
Qualified Candidate (as defined in Section 3.5 of these Bylaws) nor the fact
that a Proposing Stockholder's proposal qualifies as a Qualified Stockholder
Proposal under this Section 2.13 shall obligate the Corporation to endorse that
candidate or proposal or (except to the extent required by the SEC Proxy Rules)
to provide a means to vote on that proposal on proxy cards solicited by the
Corporation or to include information about that proposal in the Corporation's
proxy statement. To the extent this Section 2.13 shall be deemed by the Board of
Directors or the Securities and Exchange Commission, or adjudged by a court of
competent jurisdiction, to be inconsistent with the rights of stockholders to
request inclusion of a proposal in the Corporation's proxy statement pursuant to
the SEC Proxy Rules, the SEC Proxy Rules shall prevail.

                        ARTICLE III - BOARD OF DIRECTORS

SECTION 3.1       GENERAL POWERS. The business and affairs of the Corporation
shall be managed by or under the direction of the Board of Directors. In
addition to the powers and authorities expressly conferred upon it by these
Bylaws, the Board of Directors may exercise all such powers of the Corporation
and do all such lawful acts and things as are not directed or required to be
exercised or done exclusively by the stockholders by the DGCL or other
applicable law or by the Certificate of Incorporation or by these Bylaws.

SECTION 3.2       NUMBER OF DIRECTORS. Until otherwise determined by the Board
of Directors acting pursuant to Section 3.4 of these Bylaws, the number of
positions on the Board of Directors shall be three (3).


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SECTION 3.3       DIVISION OF THE BOARD OF DIRECTORS INTO CLASSES. The Board of
Directors shall be divided into three classes in accordance with the Certificate
of Incorporation. The positions within each class shall be the same in number as
reasonably practicable. Directors within a given class shall be designated as
the "Class of [Year]," with the entry for "Year" being the year in which the
next triennial election for directors in that class is scheduled to occur.

SECTION 3.4       BOARD OF DIRECTORS' POWER TO ALTER THE NUMBER OF DIRECTORS AND
THE SIZE OF CLASSES. The Board of Directors shall have the power (within the
limitations prescribed by the Certificate of Incorporation) by a resolution
adopted by an Independent Board Majority at the time of such adoption to alter
at any time and from time to time (i) the total number of directorship positions
on the Board of Directors, and (ii) the number of directorship positions in any
of the three classes of directors established by the Certificate of
Incorporation. Except as otherwise expressly provided in the Certificate of
Incorporation, from the adoption of any particular resolution in the manner
provided in the preceding sentence until the adoption in the manner prescribed
by the preceding sentence of any subsequent resolution altering the results of
the particular resolution, (i) the total number of directorship positions on the
Board of Directors shall be equal to the number specified in the particular
resolution, and (ii) the number of directorship positions in each of the three
classes of directors established by the Certificate of Incorporation shall be
the number established in the particular resolution.

SECTION 3.5       ELECTION OF DIRECTORS BY STOCKHOLDERS.

         (a)      Qualified Candidates (as defined below in this Section 3.5)
for election as directors at any meeting of the stockholders of the Corporation
shall be elected by plurality vote. (Under plurality voting, if five positions
on the Board of Directors were up for election at any particular stockholders'
meeting, then the five Qualified Candidates who receive more votes than any
other Qualified Candidates shall be deemed elected at that meeting. It shall
not, therefore, be necessary for election to the Board of Directors that a
candidate receive a majority of the votes comprising the quorum for the meeting
so long as the individual receives a number of votes sufficient for election
under the terms hereof.)

         (b)      Only Qualified Candidates may be elected to the Board of
Directors at any particular stockholders' meeting. Votes cast in favor of an
individual who is not a Qualified Candidate shall not be effective to elect that
individual to the Board of Directors regardless of whether (i) that individual
receives a greater number of votes than Qualified Candidates who are elected to
the Board of Directors under the preceding provisions of this Section 3.5, or
(ii) no other individual receives any votes at that meeting.

         (c)      An individual shall be deemed a "Qualified Candidate" for
election to the Board of Directors at any particular stockholders' meeting if
that individual (i) shall have been nominated for election by the affirmative
vote of an Independent Board Majority or shall have been nominated for election
in a manner which satisfies all of the requirements specified in Section 3.5(e)
hereof, (ii) is under the age of seventy-five (75) years on the date of his or
her election or subsequent re-election to the Board, and (iii) is not
disqualified under the provisions of Section 3.5(d) hereof.

         (d)      The term "Non-Independent Candidate" as used with respect to
any particular election of directors, means an individual who satisfies the
conditions of clauses (i) and (ii) of Section 3.5(c) hereof but who does not
qualify as an "Independent Director" as defined in Section 4.B.1 of Article IV
of the Certificate of Incorporation. In the event that, in any particular
election of directors, some but


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not all of the Non-Independent Candidates for director at such election may be
eligible for election to the Board of Directors pursuant to Section 4.A of
Article IV of the Certificate of Incorporation, then the Non-Independent
Candidates shall be treated as Qualified Candidates until all positions
available for Non-Independent Candidates at such election pursuant to Section
4.A of Article IV of the Certificate of Incorporation shall have been elected in
the manner set forth in this Section 3.5 The remaining Non-Independent
Candidates shall, in accordance with Section 3.5(b), be deemed Qualified
Candidates.


         (e)      An individual who is not nominated for election by the
affirmative vote of an Independent Board Majority, and who would otherwise
qualify as a Qualified Candidate as provided in Sections 3.5(c) and 3.5(d)
hereof, shall be a Qualified Candidate if all of the following requirements are
satisfied:

                  (1)      The nomination must be made for an election to be
         held at an annual meeting of stockholders or a special meeting of
         stockholders in which the Board of Directors has determined that
         candidates will be elected by the issued and outstanding shares of the
         Corporation's common stock to one or more positions on the Board of
         Directors;

                  (2)      The individual must be nominated by a stockholder who
         shall be the record owner on the record date for such meeting and at
         that meeting of shares entitled to be voted at that meeting for the
         election of directors (a "Nominating Stockholder");

                  (3)      The Nominating Stockholder must deliver a timely
         written nomination notice to the office the Corporation's Corporate
         Secretary at the Corporation's principal place of business which
         provides the information required by this Section 3.5(e);

                  (4)      To be timely for an annual meeting, a Nominating
         Stockholder's notice must be actually delivered to the Corporate
         Secretary at the Corporation's principal place of business not later
         than the close of business on the 60th day nor earlier than the close
         of business on the 90th day prior to the first anniversary of the
         preceding year's annual meeting; provided, however, that: (i) if the
         date of the annual meeting is more than 30 days before or more than 60
         days after such anniversary date, notice by the stockholder to be
         timely must be so delivered not earlier than the close of business on
         the 90th day prior to such annual meeting and not later than the close
         of business on the later of the 60th day prior to such annual meeting
         or the 10th day following the day on which public announcement of the
         date of such meeting is first made by the Corporation, and (ii) if the
         number of directors to be elected to the Board of Directors is
         increased and there is no public announcement by the Corporation naming
         all of the nominees for director or specifying the size of the
         increased Board of Directors at least 70 days prior to the first
         anniversary of the preceding year's annual meeting, a Nominating
         Stockholder's nominating notice required by this Section 3.5(e) shall
         also be considered timely, but only with respect to nominees for any
         new positions created by such increase, if (x) the Nominating
         Stockholder shall have nominated candidates in accordance with the
         requirements in this Section 3.5(e) for all Board of Directors
         positions not covered by such increase, and (y) the nomination notice
         for candidates to fill the expanded positions shall be actually
         delivered to the Corporate Secretary at the Corporation's principal
         place of business not later than the close of business on the 10th day
         following the day on which such public announcement is first made by
         the Corporation;


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                  (5)      If the election is to be held at a special
         stockholders' meeting, a Nominating Stockholder's nominating notice
         required by this Section 3.5(e) shall be considered timely for such
         meeting if it shall be actually delivered to the Corporate Secretary at
         the Corporation's principal place of business not later than the close
         of business on the 10th day following the day on which the Corporation
         shall first publicly announce the date of the special meeting and that
         a vote by stockholders shall be taken at such meeting to elect one or
         more directors;

                  (6)      In no event shall the public announcement of an
         adjournment of an annual meeting commence a new time period for the
         giving of a Nominating Stockholder's notice as described above. "Public
         Announcement" means, for these purposes, disclosure in a press release
         reported by the Dow Jones News Service, Associated Press or comparable
         national news service or in a document publicly filed by the
         Corporation with the Securities and Exchange Commission pursuant to
         Section 13, 14 or 15(d) of the Exchange Act.

                  (7)      Such Nominating Stockholder's nomination notice
         shall: (i) set forth as to each person whom the Nominating Stockholder
         proposes to nominate for election or reelection as a director all
         information relating to such person that is required to be disclosed in
         solicitations of proxies for election of directors in an election
         contest, or is otherwise required, in each case pursuant to Regulation
         14A under the Exchange Act, and Rule 14a-11 thereunder; (ii) be
         accompanied by each nominee's written consent to being named in the
         proxy statement as a nominee and to serving as a director if elected;
         (iii) set forth the name and address of the stockholder giving the
         notice and the beneficial owner of the shares owned of record by the
         beneficial owner, and the telephone number at which the Corporation
         will be able to contact the stockholder, the beneficial owner and each
         nominee during usual business hours during the period through the
         meeting at which the nomination is to take place; and (iv) set forth
         the class and number of shares of the Corporation which are owned
         beneficially and of record by such Nominating Stockholder and such
         beneficial owner;

                  (8)      The Nominating Stockholder, the beneficial owner and
         each nominee shall provide such other information as any officer of the
         Corporation shall reasonably deem relevant within such time limits as
         any officer of the Corporation shall reasonably impose for such
         information.

SECTION 3.6       VACANCIES. Neither the provisions of Section 3.5 nor any other
provision set forth herein shall diminish the right granted to the Directors to
elect individuals to fill any vacancy which shall occur for any reason as
provided in the Certificate of Incorporation.

SECTION 3.7       MEETINGS OF THE NEWLY ELECTED BOARD OF DIRECTORS. The members
of each newly elected Board of Directors (i) shall meet at such time and place,
either within or without the State of Delaware, as shall be provided for by
resolution of the stockholders at the annual meeting, and no notice of such
meeting shall be necessary to the newly elected directors in order legally to
constitute the meeting, provided a quorum shall be present, or (ii) if not so
provided for by resolution of the stockholders, or if a quorum shall not be
present, may meet at such time and place as shall be consented to in writing by
a majority of the newly elected directors, provided that written or printed
notice of such meeting shall be given to each of the other directors in the same
manner as provided in these Bylaws with respect to the giving of notice for
special meetings of the Board of Directors, except that it shall not be
necessary to state the purpose of the meeting in such notice, or (iii)
regardless of whether or not the time and place of such meeting shall be
provided for by resolution of the


                                       9
<PAGE>   12
stockholders at the annual meeting, may meet at such time and place as shall be
consented to in writing by all of the newly elected directors.

Each director of the Corporation, upon such director's election, shall qualify
by accepting the office of director, and such director's attendance at, or
written approval of the minutes of, any meeting of the Board of Directors
subsequent to such director's election shall constitute such director's
acceptance of such office; or such director may execute such acceptance by a
separate writing, which shall be placed in the minute book.

SECTION 3.8       NOTICE OF MEETING; WAIVER OF NOTICE.

         (a)      Regular Meetings. Regular meetings of the Board of Directors
may be held without notice at such times and places either within or without the
State of Delaware as shall from time to time be fixed by resolution adopted by
the whole Board of Directors (as defined in Section 2 of Article IV of the
Certificate of Incorporation). Any business may be transacted at a regular
meeting.

         (b)      Special Meetings.

                  (i)      Except as otherwise required by the DGCL or other
         applicable law and subject to the rights of the holders of Preferred
         Stock or any series thereof, special meetings of the Board of Directors
         may be called at any time by the Chairman of the Board, the President
         or the Board of Directors pursuant to a resolution approved by a
         majority of the whole Board of Directors and shall be called by the
         Secretary on the written request of any of the foregoing. The place may
         be within or without the State of Delaware as designated in the notice.

                  (ii)     Written or printed notice of each special meeting of
         the Board of Directors, stating the place, day and hour of the meeting
         and the purpose or purposes thereof, shall be mailed to each director
         at least three (3) days before the day on which the meeting is to be
         held, or shall be delivered to such director personally or sent to such
         director by telegram or facsimile at least two (2) days before the day
         on which the meeting is to be held. If mailed, such notice shall be
         deemed to be delivered when it is deposited in the United States mail
         with postage thereon prepaid, addressed to the director at such
         director's residence or usual place of business. If given by telegraph,
         such notice shall be deemed to be delivered when it is delivered to the
         telegraph company. If given by facsimile, such notice shall be deemed
         delivered upon receipt of verification. The notice may be given by any
         person having authority to call the meeting.

                  (iii)    "Notice" and "call" with respect to such meetings
         shall be deemed to be synonymous.

         (c)      Waiver of Notice. Whenever any notice is required to be given
to any director under the provisions of the DGCL or other applicable law, the
Certificate of Incorporation or these Bylaws, a waiver thereof in writing signed
by such director, whether before or after the time stated therein, shall be
deemed equivalent to the giving of such notice. Attendance of a director at any
meeting shall constitute a waiver of notice of the meeting except where a
director attends such meeting for the express purpose of objecting 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 meeting of the Board of Directors need be specified in the notice or
waiver of notice of the meeting.


                                       10
<PAGE>   13
SECTION 3.9       MEETINGS BY CONFERENCE TELEPHONE OR SIMILAR COMMUNICATIONS
EQUIPMENT. Unless otherwise prohibited by the DGCL or other applicable law, the
Certificate of Incorporation or these Bylaws, members of the Board of Directors
of the Corporation, or any committee designated by the Board of Directors, may
participate in a meeting of the Board of Directors or committee by means of
conference telephone or similar communications equipment whereby all persons
participating in the meeting can hear each other, and participation in a meeting
in such manner shall constitute presence in person at the meeting.

SECTION 3.10      ACTION WITHOUT A MEETING. Any action which is required to be
or may be taken at a meeting of the directors, or of the executive committee or
any other committee of the directors, may be taken without a meeting if consents
in writing, setting forth the action so taken, are signed by all of the members
of the Board of Directors or of the committee as the case may be. The consents
shall have the same force and effect as a unanimous vote at a meeting duly held.
The Secretary shall file such consents with the minutes of the meetings of the
Board of Directors or of the committee as the case may be.

SECTION 3.11      QUORUM AND VOTING. At all meetings of the Board of Directors,
a majority of the whole Board of Directors shall, unless a greater number as to
any particular matter is required by the DGCL or other applicable law, the
Certificate of Incorporation or these Bylaws, constitute a quorum for the
transaction of business. The act of a majority of the directors present at any
meeting of the Board of Directors at which a quorum is present shall be the act
of the Board of Directors, subject to the provisions of Section 144 of the DGCL
(as to approval of contracts or transactions in which a director has a direct or
indirect material financial interest), Section 141 of the DGCL (as to
appointment of committees), and Section 145 of the DGCL (as to indemnification
of directors), and unless the act of a greater number is required by the DGCL or
other applicable law, the Certificate of Incorporation or these Bylaws.

SECTION 3.12      COMMITTEES.

         (a)      The Board of Directors may, by resolution or resolutions
adopted by a majority of the whole Board of Directors, designate two or more
directors of the Corporation to constitute one or more committees (including,
without limitation, an executive committee). Each such committee, to the extent
provided in such resolution or resolutions, shall have and may exercise all of
the authority of the Board of Directors in the management of the Corporation;
provided, however, that the designation of each such committee and the
delegation thereto of authority shall not operate to relieve the Board of
Directors, or any member thereof, of any responsibility imposed upon it or such
member by law.

         (b)      Each such committee shall keep regular minutes of its
proceedings, which minutes shall be recorded in the minute book of the
Corporation. The Secretary or an Assistant Secretary of the Corporation may act
as Secretary for each such committee if the committee so requests.

SECTION 3.13      AUDIT COMMITTEE.

         (a)      The Board of Directors at the annual or any regular or special
meeting of the directors shall, by resolution adopted by a majority of the whole
Board of Directors, designate and elect three or more directors to constitute an
Audit Committee and appoint one of the directors so designated as the chairman
of the Audit Committee. Membership on the Audit Committee shall be restricted to
those directors who are independent of the management of the Corporation and are
free from any relationship that, in the opinion of the Board of Directors, would
interfere with the exercise of independent


                                       11
<PAGE>   14
judgment as a member of the committee. Each member of the Audit Committee shall
be financially literate, or must become financially literate within a reasonable
period of time after his or her appointment to the Audit Committee. At least one
member of the Audit Committee must have accounting or related financial
management experience. Vacancies in the Audit Committee may be filled by the
Board of Directors at any meeting thereof. Each member of the Audit Committee
shall hold office until such Audit Committee member's successor has been duly
elected and qualified, or until such Audit Committee member's resignation or
removal from the Audit Committee by the Board of Directors, or until such Audit
Committee member otherwise ceases to be a director. Any member of the Audit
Committee may be removed from the Audit Committee by resolution adopted by a
majority of the whole Board of Directors. The compensation, if any, of members
of the Audit Committee shall be established by resolution of the Board of
Directors.

         (b)      The Audit Committee shall be responsible for: recommending to
the Board of Directors the appointment or discharge of independent auditors;
reviewing the independence and objectivity of the independent auditors;
reviewing with the management and the independent auditors the terms of
engagement of independent auditors, including the fees, scope and timing of the
audit and any other services rendered by the independent auditors; reviewing
with the independent auditors and management the Corporation's policies and
procedures with respect to internal auditing, accounting and financial controls;
reviewing with the management the independent statements; audit results and
reports and the recommendation made by any of the auditors with respect to
changes in accounting procedures and internal controls; reviewing the results of
studies of the Corporation's system of internal accounting controls; and
performing any other duties or functions deemed appropriate by the Board of
Directors. The Audit Committee shall have the powers and rights necessary or
desirable to fulfill these responsibilities, including the power and right to
consult with legal counsel and to rely upon the opinion of legal counsel. The
Audit Committee is authorized to communicate directly with the Corporation's
financial officers and employees, internal auditors and independent auditors as
it deems desirable and to have the internal auditors or independent auditors
perform any additional procedures as it deems appropriate.

         (c)      All actions of the Audit Committee shall be reported to the
Board of Directors at the next meeting of the Board of Directors. The minute
books of the Audit Committee shall at all times be open to the inspection of any
director.

         (d)      The Audit Committee shall meet at the call of its chairman or
of any two members of the Audit Committee. A majority of the Audit Committee
shall constitute a quorum for the transaction of business, and the act of a
majority of those present at any meeting at which a quorum is present shall
constitute the act of the Audit Committee.

SECTION 3.14      COMPENSATION COMMITTEE.

         (a)      The Board of Directors at the annual or any regular or special
meeting shall, by resolution adopted by a majority of the whole Board of
Directors, designate and elect two or more directors to constitute a
Compensation Committee. Membership on the Compensation Committee shall be
restricted to disinterested persons which for this purpose shall mean any
director who, during the time such director is a member of the Compensation
Committee is not eligible, and has not at any time within one year prior thereto
been eligible, for selection to participate (other than in a manner as to which
the Compensation Committee has no discretion) in any of the compensation plans
administered by the Compensation Committee. Vacancies in the Compensation
Committee may be filled by the Board of Directors at any meeting. Each member of
the Compensation Committee shall hold office


                                       12
<PAGE>   15
until such Compensation Committee member's successor has been duly elected and
qualified, or until such Compensation Committee member's resignation or removal
from the Compensation Committee by the Board of Directors, or until such
Compensation Committee member otherwise ceases to be a director or a
disinterested person. Any member of the Compensation Committee may be removed by
resolution adopted by a majority of the whole Board of Directors. The
compensation, if any, of the members of the Compensation Committee shall be
established by resolution of the Board of Directors.

         (b)      The Compensation Committee shall, from time to time, recommend
to the Board of Directors the compensation and benefits of the executive
officers of the Corporation. The Compensation Committee shall have the power and
authority vested in the Board of Directors by any benefit plan of the
Corporation. The Compensation Committee shall also make recommendations to the
Board of Directors with regard to the compensation of the Board of Directors and
its committees, with the exception of the Compensation Committee.

         (c)      All actions of the Compensation Committee shall be reported to
the Board of Directors at the next meeting of the Board of Directors. The minute
books or the Compensation Committee shall at all times be open to the inspection
of any director

         (d)      The Compensation Committee shall meet at the call of the
chairman of the Compensation Committee or of any two members of the Compensation
Committee (or if there shall be only one other member, then at the call of that
member). A majority of the Compensation Committee shall constitute a quorum for
the transaction of business (or if there shall be only two members, then both
must be present), and the act of a majority of those present at any meeting at
which a quorum is present (or if there shall be only two members, then they must
act unanimously) shall be the act of the Compensation Committee.

SECTION 3.15      NOMINATING COMMITTEE.

         (a)      The Board of Directors at the annual or any regular or special
meeting of the directors shall, by resolution adopted by a majority of the whole
Board of Directors, designate and elect two or more directors to constitute a
Nominating Committee and appoint one of the directors so designated as the
chairman of the Nominating Committee. Membership on the Nominating Committee
shall be restricted to Independent Directors (as defined in Section 4.B.1 of
Article IV of the Certificate of Incorporation). Vacancies in the Nominating
Committee may be filled by the Board of Directors at any meeting thereof. Each
member of the Nominating Committee shall hold office until such Nominating
Committee member's successor has been duly elected and qualified, or until such
Nominating Committee member's resignation or removal from the Nominating
Committee by the Board of Directors, or until such Nominating Committee member
otherwise ceases to be a director. Any member of the Nominating Committee may be
removed from the Nominating Committee by resolution adopted by a majority of the
whole Board of Directors. The compensation, if any, of members of the Nominating
Committee shall be established by resolution of the Board of Directors.

         (b)      The Nominating Committee shall be responsible for:
recommending to the Board of Directors a slate of directors to be presented for
election by stockholders at each annual meeting of the stockholders of the
Corporation and any other duties or functions deemed appropriate by the Board of
Directors. The Nominating Committee shall have the powers and rights necessary
or desirable to fulfill these responsibilities, including the power and right to
consult with legal counsel and to rely upon the opinion of legal counsel.


                                       13
<PAGE>   16
         (c)      All actions of the Nominating Committee shall be reported to
the Board of Directors at the next meeting of the Board of Directors. The minute
books of the Nominating Committee shall at all times be open to the inspection
of any director.

         (d)      The Nominating Committee shall meet at the call of its
chairman or of any two members of the Nominating Committee (or if there shall be
only one other member, then at the call of that member). A majority of the
Nominating Committee shall constitute a quorum for the transaction of business
(or if there shall be only two members, then both must be present), and the act
of a majority of those present at any meeting at which a quorum is present (or
if there shall be only two members, then they must act unanimously) shall be the
act of the Nominating Committee.

SECTION 3.16      ALTERNATE COMMITTEE MEMBERS. The Board of Directors, by
resolution adopted by a majority of the whole Board of Directors, may designate
one or more additional directors as alternate members of any committee to
replace any absent or disqualified member at any meeting of that committee, and
at any time may change the membership of any committee or amend or rescind the
resolution designating the committee. In the absence or disqualification of a
member or alternate member of a committee, the member or members thereof present
at any meeting and not disqualified from voting, whether or not the member or
members constitute a quorum, may unanimously appoint another director to act at
the meeting in the place of any such absent or disqualified member, provided
that the director so appointed meets any qualifications stated in these Bylaws
or the resolution designating the committee or any amendment thereto.

SECTION 3.17      COMMITTEE PROCEDURES. Unless otherwise provided in these
Bylaws or in the resolution designating any committee, any committee may fix its
rules or procedures and fix the time and place of its meetings and specify what
notice of meetings, if any, shall be given.

SECTION 3.18      LIMITATION OF COMMITTEE POWERS. Notwithstanding any other
provision of these Bylaws, no committee of the Board of Directors shall have the
power or authority of the Board of Directors with respect to (i) amending the
Certificate of Incorporation, (ii) approving any action which under the DGCL or
other applicable law, also requires stockholders' approval or approval of the
outstanding shares, (iii) approving or recommending to the stockholders a
dissolution of the Corporation or a revocation of a dissolution, (iv) amending
these Bylaws, (v) declaring a dividend or making any other distribution to the
stockholders, (vi) authorizing the issuance of stock otherwise than pursuant to
(the grant or exercise of a stock option under employee stock options of the
Corporation or in connection with a public offering of securities registered
under the Securities Act of 1933, (vii) filling vacancies on the Board of
Directors or any committee thereof, or (viii) amending or repealing any
resolution of the Board of Directors.

SECTION 3.19      COMPENSATION OF DIRECTORS AND COMMITTEE MEMBERS. Directors and
members of all committees shall not receive any stated salary for their services
as such, unless authorized by resolution of the Board of Directors. By
resolution of the Board of Directors a fixed sum and expenses of attendance, if
any, also may be allowed for attendance at each regular or special meeting of
the Board of Directors or any committee. Nothing herein contained shall be
construed to preclude any director or committee member from serving the
Corporation in any other capacity and receiving compensation therefor.

SECTION 3.20      RESIGNATIONS. Any director may resign at any time upon written
notice to the Corporation. Such resignation shall take effect at the time
specified therein or, if no time is specified therein, upon receipt thereof by
the Corporation, and, unless otherwise specified therein, the


                                       14
<PAGE>   17
acceptance of such resignation by the Corporation shall not be necessary to make
such resignation effective.

SECTION 3.21      REMOVAL OF DIRECTORS.  Directors may be removed only in the
manner provided in the Certificate of Incorporation.

SECTION 3.22      STAKEHOLDER INTERESTS. The Board of Directors shall have the
authority to make its decisions based on a long term perspective and in doing so
shall be entitled to make decisions which may produce short term outcomes less
favorable than alternatives which may be available to the Corporation or its
stockholders. The Board of Directors, in making its decisions, shall be entitled
to consider the interests of stakeholders in the Company other than
stockholders, including employees, areas in which the Corporation maintains
operations, creditors, and other persons who in the Board of Directors' sole
judgment have a legitimate stake in the Board of Directors' decision. The Board
of Directors shall have discretion to determine how to balance any interests of
stockholders and other stakeholders in arriving at any decision.

                              ARTICLE IV - OFFICERS

SECTION 4.1       DESIGNATIONS.

         (a)      The officers of the Corporation shall be a Chairman of the
Board, a Vice Chairman of the Board, a President, one or more Executive Vice
Presidents, one or more Vice Presidents, a Secretary, a Treasurer, one or more
Assistant Secretaries and one or more Assistant Treasurers. The Board of
Directors shall elect a Chairman of the Board, a Vice Chairman of the Board, a
President, a Treasurer and a Secretary at its first meeting after each annual
meeting of the stockholders. The Board of Directors then, or from time to time,
may also elect one or more of the other prescribed officers as it shall deem
advisable, but need not elect any officers other than a Chairman of the Board, a
Vice Chairman of the Board, a President, a Treasurer and a Secretary. The Board
of Directors may, if it desires, elect or appoint additional officers and may
further identify or describe any one or more of the officers of the Corporation.

         (b)      The Chairman and the Vice Chairman of the Board shall be
chosen from among the Board of Directors, but the other officers of the
Corporation need not be members of the Board of Directors. Any two or more
offices may be held by the same person.

         (c)      An officer shall be deemed qualified when such person enters
upon the duties of the office to which such person has been elected or appointed
and furnishes any bond required by the Board of Directors; but the Board of
Directors may also require such person's written acceptance and promise
faithfully to discharge the duties of such office.

SECTION 4.2       TERM OF OFFICE. Each officer of the Corporation shall hold
such person's office at the pleasure of the Board of Directors or for such other
period as the Board of Directors may specify at the time of such person's
election or appointment, or until such person's resignation, removal by the
Board of Directors or death, whichever first occurs. In any event, each officer
of the Corporation who is not reelected or reappointed at the annual election of
officers by the Board of Directors next succeeding such person's election or
appointment shall be deemed to have been removed by the Board of Directors,
unless the Board of Directors provides otherwise at the time of such person's
election or appointment.


                                       15
<PAGE>   18
SECTION 4.3       OTHER AGENTS. The Board of Directors from time to time may
appoint such other agents for the Corporation as the Board of Directors shall
deem necessary or advisable, each of whom shall serve at the pleasure of the
Board of Directors or for such period as the Board of Directors may specify and
shall exercise such powers, have such titles and perform such duties as shall be
determined from time to time by the Board of Directors or by an officer
empowered by the Board of Directors to make such determinations.

SECTION 4.4       REMOVAL. Any officer or agent elected or appointed by the
Board of Directors, and any employee, may be removed or discharged by the Board
of Directors whenever in its judgment the best interests of the Corporation
would be served thereby, but such removal or discharge shall be without
prejudice to the contract rights, if any, of the person so removed or
discharged.

SECTION 4.5       SALARIES AND COMPENSATION. Salaries and compensation of all
elected officers of the Corporation shall be fixed, increased or decreased by
the Board of Directors, but this power, except as to the salary or compensation
of the Chairman of the Board and the President, may, unless prohibited by law,
be delegated by the Board of Directors to the Chairman of the Board, the
President or a committee. Salaries and compensation of all appointed officers,
agents and employees of the Corporation may be fixed, increased and decreased by
the Board of Directors, but until action is taken with respect thereof by the
Board of Directors, the same may be fixed, increased or decreased by the
President or by such other officer or officers as may be empowered by the Board
of Directors to do so.

SECTION 4.6       DELEGATION OF AUTHORITY TO HIRE, DISCHARGE AND DESIGNATE
DUTIES. The Board of Directors from time to time may delegate to the Chairman of
the Board, the President or other officer or executive employees of the
Corporation, authority to hire and discharge and to fix and modify the duties
and salary or other compensation of employees of the Corporation under the
jurisdiction of such person, and the Board of Directors may delegate to such
officer or executive employee similar authority with respect to obtaining and
retaining for the Corporation the services of attorneys, accountants and other
experts.

SECTION 4.7       CHAIRMAN OF THE BOARD. If a Chairman of the Board is elected,
such Chairman of the Board shall preside at all meetings of the stockholders and
directors at which such Chairman of the Board may be present and shall perform
such other duties and have such other powers, responsibilities and authority as
may be prescribed elsewhere in these Bylaws. The Board of Directors may delegate
such other powers, responsibilities and authority and assign such additional
duties to the Chairman of the Board, other than those conferred by law
exclusively upon the President or other officer, as the Board of Directors may
from time to time determine, and, to the extent permissible by law, the Board of
Directors may designate the Chairman of the Board as the chief executive officer
of the Corporation with all of the duties, powers, responsibilities and
authority otherwise conferred upon the President of the Corporation under
Section 4.8 of these Bylaws, or the Board of Directors may from time to time
divide the duties, powers, responsibilities and authority for the general
control and management of the Corporation's business and affairs between the
Chairman of the Board and the President. If the Chairman of the Board is
designated as the chief executive officer of the Corporation or to have the
powers of the chief executive officer coextensively with the President, notice
thereof shall be given to the extent and in the manner as may be required by
law.

SECTION 4.8       PRESIDENT.

         (a)      Unless the Board of Directors otherwise provides, the
President shall be the chief executive officer of the Corporation with such
general executive duties, powers, responsibilities and


                                       16
<PAGE>   19
authority of supervision and management as are usually vested in the office of
the Chief Executive Officer of a corporation, and such President shall carry
into effect all directions and resolutions of the Board of Directors. In the
absence of the Chairman of the Board, or if there is no Chairman of the Board,
the President shall preside at all meetings of the stockholders and the Board of
Directors.

         (b)      The President may execute all bonds, notes, debentures,
mortgages and other contracts requiring the seal of the Corporation, may cause
the seal to be affixed thereof, and may execute all other instruments, for and
in the name of the Corporation.

         (c)      Unless the Board of Directors otherwise provides, the
President, or any person designated in writing by the President, shall have full
power and authority on behalf of the Corporation to (i) attend and to vote or
take action at any meeting of the holders of securities of corporations in which
the Corporation may hold securities, and at such meeting shall possess and may
exercise any and all rights and powers incident to being a holder of such
securities, and (ii) execute and deliver waivers of notice and proxies for and
in the name of this Corporation with respect to securities of any such
corporation held by this Corporation.

         (d)      The President shall, unless the Board of Directors otherwise
provides, be an ex officio member of all standing committees.

         (e)      The President shall perform such other duties and have such
other powers, responsibilities and authority as may be prescribed elsewhere in
these Bylaws or from time to time by the Board of Directors.

         (f)      If a Chairman of the Board is elected and designated as the
chief executive officer of the Corporation, as provided in Section 4.7 of these
Bylaws, the President shall perform such duties and have such powers,
responsibilities and authority as may be specifically delegated to the President
by the Board of Directors or are conferred by law exclusively upon the President
and, in the absence or disability of the Chairman of the Board or in the event
of the Chairman of the Board's inability or refusal to act, the President shall
perform the duties and exercise the powers of the Chairman of the Board.

SECTION 4.9       EXECUTIVE VICE PRESIDENTS AND VICE PRESIDENTS. In the absence
or disability of the President, or in the event of the President's inability or
refusal to act, any Executive Vice President or Vice President may perform the
duties and exercise the powers of the President, including presiding at meetings
of the stockholders of the Corporation and meetings of the Board of Directors in
the absence of the Chairman of the Board, until the Board of Directors otherwise
provides. Executive Vice Presidents and Vice Presidents shall perform such other
duties and have such other powers, responsibilities and authority as the Board
of Directors may from time to time prescribe.

SECTION 4.10      SECRETARY AND ASSISTANT SECRETARIES.

         (a)      The Secretary shall attend all meetings of the Board of
Directors and, except as otherwise provided for in Section 2.5 of these Bylaws,
all meetings of the stockholders. The Secretary shall prepare minutes of all
proceedings at such meetings and shall preserve them in a minute book of the
Corporation. The Secretary shall perform similar duties for each standing or
temporary committee when requested by the Board of Directors or such committee.


                                       17
<PAGE>   20
         (b)      The Secretary shall see that all books, records, lists and
information, or duplicates, required to be maintained at the registered or other
office of the Corporation in the State of Missouri, or elsewhere, are so
maintained.

         (c)      The Secretary shall keep in safe custody the seal of the
Corporation, and shall have authority to affix the seal of the Corporation to
any instrument requiring a corporate seal and, when so affixed, the Secretary
may attest the seal by the Secretary's signature.

         (d)      The Secretary shall have the general duties, powers,
responsibilities and authority of a secretary of a corporation and shall perform
such other duties and have such other powers, responsibilities and authority as
may be prescribed elsewhere in these Bylaws or from time to time by the Board of
Directors or the chief executive officer of the Corporation, under whose direct
supervision the secretary shall be.

         (e)      In the absence or disability of the Secretary or in the event
of the Secretary's inability or refusal to act, any Assistant Secretary may
perform the duties and exercise the powers of the Secretary until the Board of
Directors otherwise provides. Assistant Secretaries shall perform such other
duties and have such other powers, responsibilities and authority as the Board
of Directors may from time to time prescribe.

SECTION 4.11      TREASURER AND ASSISTANT TREASURERS.

         (a)      The Treasurer shall have responsibility for the safekeeping of
the funds and securities of the Corporation, shall keep or cause to be kept full
and accurate accounts of receipts and disbursements in books belonging to the
Corporation and shall keep or cause to be kept all other books of account and
accounting records of the Corporation. The Treasurer shall deposit or cause to
be deposited all moneys and other valuable effects in the name and to the credit
of the Corporation in such depositories as may be designated by the Board of
Directors or by any officer of the Corporation to whom such authority has been
granted by the Board of Directors.

         (b)      The Treasurer shall disburse, or permit to be disbursed, the
funds of the Corporation as may be ordered, or authorized generally, by the
Board of Directors, and shall render to the chief executive officer of the
Corporation and the directors, whenever they may require, an account of all
transactions as treasurer and of those under the Treasurer's jurisdiction, and
of the financial condition of the Corporation.

         (c)      The Treasurer shall have the general duties, powers,
responsibilities and authority of a treasurer of a corporation and shall, unless
otherwise provided by the Board of Directors, be the chief financial and
accounting officer of the Corporation. The Treasurer shall perform such other
duties and shall have such other powers, responsibilities and authority as may
be prescribed elsewhere in these Bylaws or from time to time by the Board of
Directors.

         (d)      If required by the Board of Directors, the Treasurer shall
give the Corporation a bond in a sum and with one or more sureties satisfactory
to the Board of Directors for the faithful performance of the duties of the
Treasurer's office and for the restoration to the Corporation, in the case of
the Treasurer's death, resignation, retirement or removal from office, of all
books, papers, vouchers, money and other property of whatever kind in the
Treasurer's possession or under the Treasurer's control which belong to the
Corporation.


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<PAGE>   21
         (e)      In the absence or disability of the Treasurer or in the event
of the Treasurer's inability or refusal to act, any Assistant Treasurer may
perform the duties and exercise the powers of the Treasurer until the Board of
Directors otherwise provides. Assistant Treasurers shall perform such other
duties and have such other powers, responsibilities and authority as the Board
of Directors may from time to time prescribe.

SECTION 4.12      DUTIES OF OFFICERS MAY BE DELEGATED. If any officer of the
Corporation is absent or unable to act, or for any other reason that the Board
of Directors may deem sufficient, the Board of Directors may delegate, for the
time being, some or all of the functions, duties, powers, responsibilities and
authority of any officer to any other officer, or to any other agent or employee
of the Corporation or other responsible person, provided a majority of the whole
Board of Directors concurs.

                           ARTICLE V - INDEMNIFICATION

SECTION 5.1       INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Corporation
shall be required, to the maximum extent permitted by the DGCL and the
Certificate of Incorporation, to indemnify each of its directors and officers
and any director or officer who is or was serving at the request of the
Corporation as a director, officer, employee, or agent of another corporation,
partnership, joint venture, trust, limited liability company or other enterprise
against expenses, judgments, fines, settlements, and other amounts actually and
reasonably incurred in connection with any proceeding arising by reason of the
fact that any such person is or was a director or an 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, partnership, joint venture, trust,
limited liability company or other enterprise.

SECTION 5.2       INDEMNIFICATION OF OTHER AGENTS. The Corporation may, in its
absolute discretion, up to the maximum extent permitted by the DGCL and the
Certificate of Incorporation, indemnify each person who is not required to be
indemnified under Section 5.1 against expenses, judgments, fines, settlements,
and other amounts actually and reasonably incurred in connection with any
proceeding arising by reason of the fact that any such person is or was an
employee or agent of the Corporation or is or was serving at the request of the
Corporation as a director, officer, employee, or agent of another corporation,
partnership, joint venture, trust, limited liability company or other
enterprise.

SECTION 5.3       INDEMNIFICATION OF FIDUCIARIES. The Corporation shall
indemnify any director, officer, employee, or other agent of the Corporation
against expenses, judgments, fines, settlements, and other amounts actually and
reasonably incurred in connection with any proceeding arising by reason of the
fact that any such person is or was a trustee, investment manager, or other
fiduciary under any employee benefit plan of the Corporation. The provisions of
this Section 5.3 shall be deemed to constitute a contract between the
Corporation and any such indemnified person, or for the benefit of any such
indemnified person.

SECTION 5.4       ADVANCES OF EXPENSES. To the extent permitted by the DGCL and
the Certificate of Incorporation, expenses incurred in defending any proceeding
in the case described in Section 5.1 of these Bylaws shall be advanced by the
Corporation prior to the final disposition of such proceeding upon receipt of
any undertaking by or on behalf of such person to repay such amount if it shall
be determined ultimately that he or she is not entitled to be indemnified by the
Corporation.

SECTION 5.5       NON-EXCLUSIVITY. The indemnification and the advancement of
expenses provided by this Article V shall not be exclusive of any other rights
to which those seeking indemnification or


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<PAGE>   22
advancement of expenses may be entitled under any statute, the Certificate of
Incorporation, these Bylaws or any agreement, vote of stockholders or
disinterested directors, policy of insurance or otherwise, both as to action in
their official capacity and as to action in another capacity while holding their
respective offices, and shall not limit in any way any right which the
Corporation may have to provide additional indemnification with respect to the
same or different persons or classes of persons. The indemnification and
advancement of expenses provided by this Article V shall continue as to a person
who has ceased to serve in a capacity that entitles such person to indemnity
under this Article V (an "Indemnifiable Capacity") and shall inure to the
benefit of the heirs, executors and administrators of such a person.

SECTION 5.6       INSURANCE. Upon resolution passed by the Board of Directors,
the Corporation may purchase and maintain insurance on behalf of any person who
is or was serving in an Indemnifiable Capacity against any liability asserted
against such person and incurred by such person in any such capacity, or arising
out of such person's status as such, whether or not the Corporation would have
the power to indemnify such person against such liability under the provisions
of this Article V. Notwithstanding anything in this Article V to the contrary:
(i) the Corporation shall not be obligated to indemnify any person serving in an
Indemnifiable Capacity for any amounts which have been paid directly to such
person by any insurance maintained by the Corporation; and (ii) any
indemnification provided pursuant to this Article V (A) shall not be used as a
source of contribution to, or as a substitute for, or as a basis for recoupment
of any payments pursuant to, any indemnification obligation or insurance
coverage which is available from any Other Enterprise, and (B) shall become
operative, and payments shall be required to be made thereunder, only in the
event and to the extent that the amounts in question have not been fully paid by
any indemnification obligation or insurance coverage which is available from any
Other Enterprise.

SECTION 5.7       VESTING OF RIGHTS. The rights granted or created hereby shall
be vested in each person entitled to indemnification hereunder as a
bargained-for contractual condition of such person's serving or having served in
an Indemnifiable Capacity and, while this Article V may be amended or repealed,
no such amendment or repeal shall release, terminate or adversely affect the
rights of such person under this Article V with respect to any act taken or the
failure to take any act by such person prior to such amendment or repeal or with
respect to any action, suit or proceeding with respect to such act or failure to
act filed after such amendment or repeal.

SECTION 5.8       SEVERABILITY. If any provision of this Article V or the
application of any such provision to any person or circumstance is held invalid,
illegal or unenforceable for any reason whatsoever, the remaining provisions of
this Article V and the application of such provision to other persons or
circumstances shall not be affected thereby and, to the fullest extent possible,
the court finding such provision invalid, illegal or unenforceable shall modify
and construe the provision so as to render it valid and enforceable as against
all persons or entities and to give the maximum possible protection to persons
subject to indemnification hereby within the bounds of validity, legality and
enforceability. Without limiting the generality of the foregoing, if any person
who is or was serving in an Indemnifiable Capacity is entitled under any
provision of this Article V to indemnification by the Corporation for some or a
portion of the judgments, amounts paid in settlement, attorneys' fees, ERISA
excise taxes or penalties, fines or other expenses actually and reasonably
incurred by any such person in connection with any threatened, pending or
completed action, suit or proceeding (including, without limitation, the
investigation, defense, settlement or appeal of such action, suit or
proceeding), whether civil, criminal, administrative, investigative or
appellate, but not, however, for all of the total amount thereof, the
Corporation shall nevertheless indemnify such person for the portion thereof to
which such person is entitled.


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<PAGE>   23
                               ARTICLE VI - STOCK

SECTION 6.1       PAYMENT FOR SHARES OF STOCK. The Corporation shall not issue
shares of stock of the Corporation except for money paid, labor done or property
actually received or in consideration of valid bona fide antecedent debts. No
note or obligation given by any stockholder, whether secured by deed of trust,
mortgage or otherwise, shall be considered as payment of any part or any share
or shares, and no loan of money for the purpose of such payment shall be made by
the Corporation.

SECTION 6.2       CERTIFICATES REPRESENTING SHARES OF STOCK. The certificates
representing shares of stock of the Corporation shall be issued in numerical
order and shall be in such form as may be prescribed by the Board of Directors
in conformity with the Certificate of Incorporation, the DGCL or other
applicable law. The issuance of shares shall be entered in the stock books of
the Corporation as they are issued. Such entries shall show the name and address
of the person, firm, partnership, corporation or association to whom each
certificate is issued. Each certificate shall have printed, typed or written
thereon the name or the person, firm, partnership, corporation or association to
whom it is issued and the number of shares represented thereby. It shall be
signed by the President, an Executive Vice President or a Vice President and by
the Secretary, an Assistant Secretary, the Treasurer or an Assistant Treasurer
of the Corporation, and sealed with the seal of the Corporation. Any or all
signatures on such certificate may be facsimiles and the seal may be facsimile,
engraved or printed. In case any such officer, transfer agent or registrar who
has signed or whose facsimile signature has been placed upon any such
certificate shall have ceased to be such officer, transfer agent or registrar
before such certificate is issued, such certificate may nevertheless be issued
by the Corporation with the same effect as if such person were such officer,
transfer agent or registrar at the date of issue.

SECTION 6.3       TRANSFERS OF SHARES - TRANSFER AGENT - REGISTRAR. Transfers of
shares of stock shall be made on the stock record or transfer books of the
Corporation only by the person named in the stock certificate, or by such
stockholder's attorney lawfully constituted in writing, and upon surrender of
the certificate therefor. The stock record book and other transfer records shall
be in the possession of the Secretary or of a transfer agent for the
Corporation. The Corporation, by resolution of the Board of Directors, may from
time to time appoint a transfer agent and, if desired, a registrar, under such
arrangements and upon such terms and conditions as the Board of Directors deems
advisable, but until and unless the Board of Directors appoints some other
person, firm or corporation as its transfer agent (and upon the revocation of
any such appointment, thereafter until a new appointment is similarly made) the
Secretary of the Corporation shall be the transfer agent of the Corporation
without the necessity of any formal action of the Board of Directors, and the
Secretary, or any person designated by the Secretary, shall perform all of the
duties of such transfer agent.

SECTION 6.4       CLOSING OF TRANSFER BOOKS. The Board of Directors shall have
power to close the stock transfer books of the Corporation for a period not
exceeding sixty (60) days preceding the date of any meeting of the stockholders,
or the date of payment of any dividend, or the date for the allotment of rights,
or the date when any change or conversion or exchange of shares shall go into
effect; provided, however, that in lieu of closing the stock transfer books, the
Board of Directors may fix in advance a date, not exceeding sixty (60) days
preceding the date of any meeting of stockholders, or the date for the payment
of any dividend, or the date for the allotment of rights, or the date when any
change or conversion or exchange of shares shall go into effect, as a record
date for the determination of the stockholders entitled to notice of, and to
vote at, any such meeting and any adjournment thereof, or entitled to receive
payment of any such dividend, or entitled to any such allotment of rights, or
entitled to exercise the rights in respect of any such change, conversion or
exchange of shares. In such case only the stockholders who are stockholders of
record on the date of closing of the transfer books


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<PAGE>   24
or on the record date so fixed shall be entitled to notice of, and to vote at,
such meeting, and any adjournment thereof, or to receive payment of such
dividend, or to receive such allotment of rights, or to exercise such rights, as
the case may be, notwithstanding any transfer of any shares on the books of the
Corporation after such date of closing of the transfer books or such record date
fixed as aforesaid.

SECTION 6.5       LOST OR DESTROYED CERTIFICATES. In case of the loss or
destruction of any certificate for shares of stock of the Corporation, another
may be issued in its place upon proof of such loss or destruction and upon the
giving of a satisfactory bond of indemnity to the Corporation and the transfer
agent and registrar, if any, in such sum as the Board of Directors may provide;
provided, however, that a new certificate may be issued without requiring a bond
when in the judgment of the Board of Directors it is proper to do so.

SECTION 6.6       REGULATIONS. The Board of Directors shall have power and
authority to make all such rules and regulations as it may deem expedient
concerning the issue, transfer, conversion and registration of certificates for
shares of stock of the Corporation, not inconsistent with the DGCL and other
applicable law, the Certificate of Incorporation or these Bylaws.

                         ARTICLE VII - CORPORATE FINANCE

SECTION 7.1       FIXING OF CAPITAL - TRANSFERS OF SURPLUS. Except as may be
specifically otherwise provided in the Certificate of Incorporation, the Board
of Directors is expressly empowered to exercise all authority conferred upon it
or the Corporation by any law or statute, and in conformity therewith, relative
to: (a) determining what part of the consideration received for shares of the
Corporation shall be stated capital; (b) increasing or decreasing stated
capital; (c) transferring surplus to stated capital; (d) transferring stated
capital to surplus; (e) determining the consideration to be received by the
Corporation for its shares; and (f) determining all similar or related matters;
provided, however, that any concurrent action or consent by or of the
Corporation and its stockholders, required to be taken or given pursuant to the
DGCL and other applicable law, shall be duly taken or given in connection
therewith.

SECTION 7.2       DIVIDEND.

         (a)      Dividends on the outstanding shares of the Corporation,
subject to the provisions of the Certificate of Incorporation and the DGCL and
other applicable law, may be declared by the Board of Directors at any meeting.
Dividends may be paid in cash, property or shares of the Corporation's stock.

         (b)      Liquidating dividends or dividends representing a distribution
of paid-in surplus or a return of capital shall be made only when and in the
manner permitted by law.

         (c)      A member of the Board of Directors shall be fully protected in
relying in good faith upon the books of account of the Corporation or statements
prepared by any of the Corporation's officials as to the value and amount of the
assets, liabilities and earnings of the Corporation, or any facts pertinent to
the existence and amount of surplus or other funds from which dividends might
properly be declared and paid.

SECTION 7.3       CREATION OF RESERVES. Before the payment of any dividend,
there may be set aside out of any funds of the Corporation available for
dividends such sum or sums as the Board of Directors from time to time deems
proper as a reserve fund or funds to meet contingencies or for equalizing


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<PAGE>   25
dividends, repairing or maintaining any property of the Corporation or any other
purpose deemed by the Board of Directors to be conducive to the interests of the
Corporation, and the Board of Directors may abolish any such reserve in the
manner in which it was created.

                        ARTICLE VIII - GENERAL PROVISIONS

SECTION 8.1       FISCAL YEAR. The Board of Directors shall have power to fix
and from time to time change the fiscal year of the Corporation. In the absence
of action by the Board of Directors, the fiscal year of the Corporation shall
end each year on the date which the Corporation treated as the close of its
first fiscal year, until such time, if any, as the fiscal year shall be changed
by the Board of Directors.

SECTION 8.2       CORPORATE SEAL. The corporate seal shall have inscribed
thereon the name of the Corporation and the words: "Corporate Seal - Delaware."
The corporate seal may be used by causing it, or a facsimile thereof, to be
impressed or affixed or in any manner reproduced. As provided in Section 4.10(c)
of these Bylaws, the Secretary of the Corporation shall have the authority to
affix and attest the corporate seal. The Board of Directors may give general
authority to any other officer of the Corporation to affix the corporate seal
and, when so affixed, to attest the seal by such officer's signature.

SECTION 8.3       DEPOSITORIES. The moneys of the Corporation shall be deposited
in the name of the Corporation in such bank or banks or other depositories as
the Board of Directors shall designate, and shall be drawn out only by check or
draft signed by persons designated by resolution adopted by the Board of
Directors. Notwithstanding the foregoing, the Board of Directors may by
resolution authorize an officer or officers of the Corporation to designate any
bank or banks or other depositories in which moneys of the Corporation may be
deposited, and to designate the persons who may sign checks or drafts on any
particular account or accounts of the Corporation, whether created by direct
designation of the Board of Directors or by an authorized officer or officers as
aforesaid.

SECTION 8.4       AMENDMENTS OF THE BYLAWS.

         (a)      The Board of Directors shall have the power to amend these
Bylaws by the vote of a majority of the directors present at a meeting at which
a quorum is then present except that any amendment to Sections 2.3, 2.8(b),
2.11, 2.13, 3.3, 3.5, 8.4 or 8.5 or Article V of these Bylaws shall require the
approval of an Independent Board Majority.

         (b)      The holders of the Corporation's capital stock shall not have
the power to amend or replace these Bylaws in whole or in part unless such
amendment or replacement shall be approved by the holders of at least
seventy-five percent (75%) of the issued and outstanding shares of Common Stock
of the Corporation.

SECTION 8.5       INCONSISTENT PROVISIONS. The Board of Directors shall have the
authority to interpret these Bylaws and to resolve any question or issue which
may arise under these Bylaws. Whenever possible, each provision of these Bylaws
shall be interpreted in such manner as to be valid and enforceable under
applicable law and the provision of the Certificate of Incorporation, but if any
provision of these Bylaws shall be held to be prohibited by or unenforceable
under or to be in irreconcilable conflict with applicable law or the Certificate
of Incorporation, (i) such provision shall be applied to accomplish the
objectives of the provision as originally written to the fullest extent
permitted by law, and (ii) all other provisions of these Bylaws shall remain in
full force and effect.


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<PAGE>   26
760532.01


                                       24