AMENDED AND RESTATED BY-LAWS
                                       OF
                         DREXLER TECHNOLOGY CORPORATION

                               ARTICLE 1. OFFICES

      1.1 Principal Office. The principal executive office and place of business
of the corporation (hereafter called the "principal office") is fixed and
located at:

                            1077 Independence Avenue
                            Mountain View, CA 94043

The Board of Directors shall have the authority from time to time to change the
principal office from one location to another by amending this Section 1.1.

      1.2 Registered Office. The registered office of the corporation in
Delaware is located as set forth in the Certificate of Incorporation. The Board
of Directors may by resolution change such location and shall then make
appropriate filings with the Delaware Secretary of State and the Office of the
Recorder for the county in which the new registered office is located.

      1.3 Other Offices. One or more branches or other subordinate offices may
at any time be fixed and located by the Board of Directors at such place or
places within or without the State of California as it deems appropriate.

                       ARTICLE 2. MEETINGS OF STOCKHOLDERS

      2.1 Place of Meetings. Meetings of the stockholders shall be held at any
place within or outside the State of Delaware that may be designated by the
Board of Directors. If no such designation is made, the meetings shall be held
at the principal office of the corporation designated in Section 1.1 of these
By-Laws.

      2.2 Annual Meetings. Unless some other time or date shall be selected by
the Board of Directors, the annual meeting of the stockholders shall be held on
the fourth Friday of September in each year, if not a legal holiday, and if a
legal holiday, then on the next succeeding business day, at the hour of 2:00
P.M., at which time the stockholders shall elect a Board of Directors and
transact such other business as may properly be brought before the meeting.
Whenever held, any business transacted or election held at a duly called and
held annual meeting shall be as valid as if transacted or held at an annual
meeting on the date above specified.

      2.3 Special Meetings. Special meetings of the stockholders of the
corporation may be called for any purpose or purposes by (a) the Chairman of the
Board of Directors, (b) stockholders entitled to cast not less than a majority
of the total authorized voting power of the corporation entitled to cast votes
on the matters to be considered at the special meeting, or (c) the Board of
Directors pursuant to a resolution adopted by a majority of the total number of
authorized directors (whether or not there exist any vacancies in previously
authorized directorships at the time any such resolution is presented to the
Board of Directors for adoption).


                                       1
<PAGE>

            In order for a special meeting to be called by any person or persons
other than the Board of Directors, a written request for such meeting,
specifying the general nature of the business proposed to be transacted, shall
be delivered personally or sent by registered mail or by telegraphic or other
facsimile transmission to the Chairman of the Board of Directors, the Chief
Executive Officer, or the Secretary of the corporation (or to the Chief
Executive Officer or Secretary of the corporation in the event that the meeting
is called by the Chairman). No business may be transacted at such special
meeting otherwise than as specified in such notice. The Board of Directors shall
determine the time and place of such special meeting, which shall be held not
less than thirty-five (35) nor more than one hundred twenty (120) days after the
date of the receipt of the request. Upon determination of the time and place of
the meeting, the officer receiving the request shall cause notice to be given to
the stockholders entitled to vote, in accordance with the provisions of Sections
4 and 9 of this Article 2. If the notice is not given within sixty (60) days
after the receipt of the request, the person or persons requesting the meeting
may set the time and place of the meeting and give the notice. Nothing contained
in this paragraph shall be construed as limiting, fixing, or affecting the time
when a meeting of stockholders called by action of the Board of Directors may be
held.

      2.4 Notice of Stockholders' Meetings. Whenever stockholders are required
or permitted to take any action at a meeting, a written notice of the meeting
shall be given not less than ten (10) (or if sent by third-class mail, thirty
(30)) nor more than sixty (60) days before the date of the meeting to each
stockholder entitled to vote thereat. Such notice shall state the place, date
and hour of the meeting and (a) in the case of a special meeting, the general
nature of the business to be transacted, and no other business may be transacted
or (b) in the case of the annual meeting, those matters which the Board of
Directors, at the time of the mailing of the notice, intends to present for
action by the stockholders, but any proper matter may be presented by the Board
of Directors at the meeting for such action. The notice of any meeting at which
directors are to be elected, or a proxy statement accompanying such notice,
shall include the names of nominees intended at the time of the notice to be
presented by the Board for election.

            Notice of a stockholders' meeting shall be given either personally
or by first or third class mail or other means of written communication,
addressed to the stockholder at the address of such stockholder appearing on the
books of the corporation or given by the stockholder to the corporation for the
purpose of notice; or if no such address appears or is given, at the place where
the principal office of the corporation is located. The notice shall be deemed
to have been given at the time when delivered personally or deposited in the
mail postage prepaid or sent by other means of written communication. No notice
need to be given to those stockholder specified in Section 230 of the Law. An
affidavit of the Secretary or an Assistant Secretary or the transfer agent of
the corporation that notice has been given shall in the absence of fraud, be
prima facie evidence of the facts stated therein.

      2.5 Quorum and Required Vote.

            (a) At any meeting of the stockholders, a majority of the shares of
the corporation entitled to vote, represented in person or by proxy at the
meeting, shall constitute a quorum for the transaction of business.

            (b) In all matters other than the election of directors, the
affirmative vote of a majority of the shares, present in person or represented
by proxy at the meeting and entitled to vote on the subject matter, at a duly
held meeting at which a quorum is present, shall be the act of the


                                       2
<PAGE>

stockholders, unless the vote of a greater number or voting by classes is
required by the Law, the Certificate of Incorporation, or the Bylaws of this
corporation. Directors shall be elected by a plurality of the votes of the
shares present in person or represented by proxy at the meeting and entitled to
vote on the election of directors.

            (c) Stockholders present at a valid meeting at which a quorum is
initially present may continue to do business until adjournment notwithstanding
the withdrawal of enough stockholders to leave less than a quorum, if any action
taken (other than adjournment) is approved by a majority of the shares
originally present at the time the quorum was determined and which shares are
entitled to vote on the subject matter.

      2.6 Adjourned Meeting. Any annual or special stockholders' meeting may be
adjourned from time to time, even though a quorum is not present, by the vote of
the holders of a majority of the voting shares represented at the meeting either
in person or by proxy, provided that in the absence of a quorum, no other
business may be transacted at the meeting except as provided in Section 2.5 of
these By-Laws.

            Notice need not be given of the adjourned meeting if the time and
place thereof are announced at the meeting at which the adjournment is taken. At
the adjourned meeting, any business may be transacted which might have been
transacted at the original meeting. If the adjournment is for more than thirty
(30) days or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.

      2.7 Waiver or Consent by Stockholders. The transactions of any meeting of
stockholders, however called and noticed, and wherever held, are as valid as
though had at a meeting duly held after regular call and notice, if a quorum is
present either in person or by proxy, and if, either before or after the
meeting, each of the persons entitled to vote, not present in person or by
proxy, signs a written waiver of notice of the meeting. All such waivers shall
be filed with the corporate records or made a part of the minutes of the
meeting. Attendance of a person at a meeting shall constitute a waiver of notice
of and presence at such meeting, except when the person objects, at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened. Neither the business to be transacted at nor
the purpose of any regular or special meeting of stockholders need be specified
in any written waiver of notice.

      2.8 Action Without Meeting. Any action which may be taken at any annual or
special meeting of stockholders may be taken without a meeting and without prior
notice and without a vote, if a consent in writing, setting forth the action so
taken, shall be signed by the holders of outstanding shares having not less than
the minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voted. Such written consent may be signed in counterparts and, in order to
be effective, shall bear the date of signature of each stockholder who signs the
consent and be delivered within sixty (60) days of the earliest dated consent to
the corporation's registered office in Delaware, its principal place of
business, or an officer or agent of the corporation having custody of the book
in which proceedings of meetings of stockholders are recorded. To be effective,
delivery made to the corporation's registered office shall only be by hand or by
certified or registered mail, return receipt requested; delivery to the
principal place of business or to an officer or agent of the corporation may be
made also by other means. Prompt notice of the taking of the corporate action
without a meeting by less than unanimous written


                                       3
<PAGE>

consent shall be given to those stockholders who have not consented in writing.

            Any stockholder giving a written consent, or the stockholder's
proxyholders, or a transferee of the shares or a personal representative of the
stockholder or their respective proxyholders, may revoke the consent by a
writing received by the corporation prior to the time that written consents of
the number of shares required to authorize the proposed action have been filed
with the Secretary of the corporation, but may not do so thereafter. Such
revocation is effective upon its receipt by the Secretary of the corporation.

      2.9 Record Date and Voting Rights. Except as otherwise provided by law,
only persons in whose names shares entitled to vote stand on the stock records
of the corporation at the close of business on the record date fixed by the
Board of Directors as provided in Section 5.1 for the determination of
stockholders of record shall be entitled to notice of and to vote at such
meeting of stockholders. If no record date is fixed, the record date for
determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the business day next
preceding the day on which notice is given or, if notice is waived, at the close
of business on the business day next preceding the day on which the meeting is
held; the record date for determining stockholders entitled to give consent to
corporate action in writing without a meeting, when no prior action by the Board
is required, shall be the day on which the first written consent is given, and
if such Board action is required, shall be the day that the Board adopted a
resolution taking such action; and the record date for determining stockholders
for any other purpose shall be at the close of business on the day on which the
Board adopts the resolution relating thereto. Unless the Board of Directors
chooses to fix a new record date for an adjourned meeting, the record date for
the adjourned meeting shall be that of the original meeting.

            Except as may be otherwise provided in the Certificate of
Incorporation, the holder of each outstanding share, regardless of class, shall
be entitled to one vote for each share held on each matter submitted to a vote
of stockholders. The voting of shares held in a fiduciary capacity, held of
record by two or more persons, or which are pledged or subject to a voting
agreement or trust shall be determined by and subject to Sections 217 and 218 of
the Law. Voting may be by voice or ballot, provided that any election of
directors must be by ballot upon the demand of any stockholder made at the
meeting and before the voting begins.

      2.10 Proxies. Every person entitled to vote shares may authorize another
person or persons to act by proxy with respect to such shares. All proxies must
be in writing and must be signed by the stockholder confirming the proxy or his
attorney-in-fact. No proxy shall be valid after the expiration of three years
from the date thereof unless otherwise provided in the proxy. Every proxy
continues in full force and effect until revoked by the person executing it
prior to the vote pursuant thereto, unless the proxy states that it is
irrevocable and if, and only so long as, it is coupled with an interest
sufficient in law to support an irrevocable proxy. Except for such irrevocable
proxies, such revocation may be effected by a writing delivered to the
corporation stating that the proxy is revoked or by a subsequent proxy executed
by the person executing the prior proxy and presented to the meeting, or as to
any meeting, by attendance at such meeting and voting in person by the person
executing the proxy. The dates contained on the forms of proxy presumptively
determine the order of execution, regardless of the postmark dates on the
envelopes in which they are mailed.

      2.11 Inspectors of Election. In advance of any meeting of stockholders the
Board of Directors may appoint inspectors of election to act at the meeting


                                       4
<PAGE>

and any adjournment thereof. If inspectors of election are not so appointed, or
if any persons so appointed fail to appear or refuse to act, the chairman of any
meeting of stockholders may, and on the request of any stockholder or a
stockholder's proxy shall, appoint inspectors of election (or persons to replace
those who so fail or refuse) at the meeting. The number of inspectors shall be
either one or three. If appointed at a meeting on the request of one or more
stockholders or proxies, the majority of shares represented in person or by
proxy shall determine whether one or three inspectors are to be appointed. If
there are three inspectors of election, the decision, act or certificate of a
majority is effective in all respects as the decision, act or certificate of
all.

            The inspectors of election shall 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,
receive votes, ballots or consents, hear and determine all challenges and
questions in any way arising in connection with the right to vote, count and
tabulate all votes or consents, determine when the polls shall close, determine
the result and do such acts as may be proper to conduct the election or vote
with fairness to all stockholders.

      2.12 List of Stockholders. The Secretary shall prepare and make, at least
ten (10) days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at said meeting, arranged in alphabetical order,
showing the address of each stockholder and the number of shares registered in
the name of each stockholder. Such list shall be opened to the examination of
any stockholder, for any purpose germane to the meeting, during ordinary
business hours, for a period of at least ten (10) days prior to the meeting,
either at a place within the city where the meeting is to be held, which place
shall be specified in the notice of the meeting, or, if not specified, at the
place where the meeting is to be held. The list shall be produced and kept at
the time and place of meeting during the whole time thereof, and may be
inspected by any stockholder who is present.

      2.13 Nominations and Proposals.

            (a) The Board of Directors of the corporation may nominate
candidates for election as directors of the corporation and may propose such
other matters for approval of the stockholders as the Board deems necessary or
appropriate.

            (b) Nominations for election of members of the Board of Directors
may also be made by any holder of any outstanding class of capital stock of the
corporation entitled to vote for the election of directors. Notice of intention
to make any such nominations under this paragraph must be made in writing and
must be received by the Secretary, at the principal offices of the corporation,
by the close of business on a date which is not less than one hundred twenty
(120) days prior to the meeting; provided, however, that if less than one
hundred twenty (120) days' notice or prior public disclosure of the date of the
meeting is given or made to stockholders, notice by the stockholder to be timely
must be so received not later than the close of business on the tenth (10th) day
following the day on which notice of the date of the meeting was mailed to
stockholders of record or such public disclosure was made; and provided,
further, that public disclosure shall in all cases be deemed to have been made
of any annual meeting held on the date specified in these By-Laws. Such
notification must contain the following information: (i) the name and address of
each proposed nominee, (ii) the principal occupation of each proposed nominee,
(iii) the number of shares (if any) of capital stock of the corporation owned of
record or beneficially by each proposed nominee, (iv) the


                                       5
<PAGE>

name and residence address of the notifying stockholder, (v) the number of
shares of capital stock of the corporation owned by the notifying stockholder,
(vi) whether the proposed nominee has ever been convicted of or pleaded nolo
contendere to any criminal offense involving dishonesty or breach of trust,
filed a petition in bankruptcy, or been adjudged bankrupt, and (vii) any other
information relating to such nominee that is required to be disclosed in a proxy
statement soliciting proxies for the election of directors or is otherwise
required to be provided by the stockholder pursuant to Section 14A of the
Securities Exchange Act of 1934, as amended. The notification shall (1) be
signed by the nominating stockholder and by each nominee, (2) be accompanied by
a written consent to be named as a nominee for election as a director from each
proposed nominee, and (3) confirm the accuracy of all of the above-described
information contained in the notice. Nominations not made in accordance with
these procedures shall be disregarded by the chairman of the meeting, and upon
his or her instructions, the Inspector(s) of Election shall disregard all votes
cast for each such nominee.

            (c) No proposal by any person other than the Board of Directors
shall be submitted for the approval of the stockholders at any regular or
special meeting of the stockholders of the corporation unless written notice of
such proposal shall have been given by the person advancing such proposal and
actually received by the Secretary of the corporation, at the principal offices
of the corporation, by the close of business on a date which is not less than
one hundred twenty (120) days prior to the meeting; provided, however, that if
less than one hundred twenty (120) days' notice or prior public disclosure of
the date of the meeting is given or made to stockholders, notice by the
stockholder to be timely must be so received not later than the close of
business on the tenth (10th) day following the day on which such notice of the
date of the meeting was mailed to stockholders of record or such public
disclosure was made; and provided, further, that public disclosure shall in all
cases be deemed to have been made of any annual meeting which is held on the
date specified in these By-Laws. Such notice must be either delivered to the
Secretary or mailed to and received by the Secretary, shall be signed and dated
by the person advancing the proposal (the "Proposing Stockholder"), and shall
disclose (i) the name and address(es) of the person or group advancing the
proposal, (ii) the number of shares of stock in the corporation owned of record
or beneficially by the Proposing Stockholder, (iii) any material interest of
such person or persons, or of persons affiliated with them, in the proposal, and
(iv) such other information concerning the person making such proposal and the
proposal itself as would be required by the appropriate Rules and Regulations of
the Securities and Exchange Commission to be included in a proxy statement
soliciting proxies for the proposal.

                        ARTICLE 3. DIRECTORS; MANAGEMENT

      3.1 Powers. Subject to any provisions of the Certificate of Incorporation
and these By-Laws of this corporation and of the Law limiting the powers of the
Board of Directors or reserving powers to the stockholders, the Board shall,
directly or by delegation, manage the business and affairs of the corporation
and exercise all corporate powers permitted by law.

      3.2 Number and Qualification of Directors. The authorized number of
directors shall be five (5), unless and until changed by a proper amendment to
this Section 3.2. A reduction in the authorized number of directors shall not
remove any director prior to the expiration of such director's term of office.
Directors need not be stockholders of the corporation.

      3.3 Election and Term of Office. The directors shall be elected annually
by the stockholders at the annual meeting of the stockholders;


                                       6
<PAGE>

provided, that if for any reason, said annual meeting or an adjournment thereof
is not held or the directors are not elected thereat, then the directors may be
elected at any special meeting of the stockholders called and held for that
purpose. The term of office of the directors shall, except as provided in
Section 3.4, begin immediately after their election and shall continue until
their respective successors are elected and qualified or until earlier
resignation or removal.

      3.4 Removal of Directors. A director may be removed from office by the
Board of Directors if he is declared of unsound mind by an order of court or
convicted of a felony. Any or all of the directors may be removed from office
with or without cause by a vote of stockholders holding a majority of the
outstanding shares entitled to vote at an election of directors.

      3.5 Vacancies. A vacancy or vacancies on the Board of Directors shall
exist on the death, resignation, or removal of any director, or if the
authorized number of directors is increased or the stockholders fail to elect
the full authorized number of directors. Any director may resign by giving
written notice to the Chairman of the Board, the President, the Secretary or the
Board of Directors of the corporation, which resignation shall be effective upon
the giving of such notice, unless the notice specifies a later time for the
effectiveness of such resignation.

            Vacancies and newly created directorships resulting from any
increase in the authorized number of directors may be filled by a majority of
the directors then in office, although less than a quorum, or by a sole
remaining director. When one or more directors shall resign from the Board,
effective at a future date, a majority of the directors then in office,
including those who have so resigned, shall have power to fill such vacancy or
vacancies, the vote thereon to take effect when such resignation or resignations
shall become effective.

            If, at the time of filling any vacancy or any newly created
directorship, the directors then in office shall constitute less than a majority
of the whole Board (as constituted immediately prior to any such increase), the
Court of Chancery may, upon application of any stockholder or stockholders
holding at least 10 percent of the total number of the shares at the time
outstanding having the right to vote for such directors, summarily order an
election to be held to fill any such vacancies or newly created directorships,
or to replace the directors chosen by the directors then in office as aforesaid,
which election shall be governed by Section 211 of the Law as far as applicable.
Otherwise, the stockholders shall not be entitled to fill a vacancy or newly
created directorship except at an annual meeting or at a special meeting called
pursuant to Section 2.3 for such purpose. Notwithstanding the foregoing, if at
any time, by reason of death or resignation or other cause, the corporation
should have no directors in office, then any officer or any stockholder or an
executor, administrator, trustee or guardian of a stockholder, or other
fiduciary entrusted with like responsibility for the person or estate of a
stockholder, may call a special meeting of stockholders in accordance with the
Certificate of Incorporation or the bylaws, or may apply to the Court of
Chancery for a decree summarily ordering an election as provided in Section 211
of the Law.

      3.6 Place of Meetings. Regular and special meetings of the Board of
Directors shall be held at any place within or outside the State of Delaware
that is designated by resolution of the Board or, either before or after the
meeting, consented to in writing by all the Board members. If the place of a
regular or special meeting is not fixed by resolution or written consents of the
Board, it shall be held at the corporation's principal office.


                                       7
<PAGE>

      3.7 Organizational Meetings. Immediately following each annual
stockholders' meeting, the Board of Directors shall hold an organizational
meeting to organize, elect officers, and transact other business. Notice of this
meeting shall not be required.

      3.8 Other Regular Meetings. The Board of Directors may, by resolution, fix
any time, date and place for other regular meetings of the Board of Directors;
provided, however, that any director not present at the meeting at which such
resolution was adopted receives notice of the adoption of such resolution and
the time and place of such meetings prior to the first regular meeting held
pursuant to such resolution. Such notice of the adoption of the resolution must
comply with the notice provisions of Section 3.9 of these By-Laws as if the
first regular meeting were a special meeting. After the first regular meeting
held pursuant to such resolution, no notice of regular meetings held pursuant to
this paragraph and such resolution shall be required.

      3.9 Special Meetings.

            (a) Special meetings of the Board of Directors for any purpose or
purposes may be called at any time or place by the Chairman of the Board, by the
President, or if both the Chairman of the Board and the President are absent,
are unable or refuse to act, by any Vice President, or by any two directors.

            (b) Notice of the time and place of special meetings shall be given
in any one of the following manners:

                  (i) if delivered in person or by telephone, such notice shall
be delivered at least forty-eight (48) hours prior to the time the meeting is to
be held. Such notice may be communicated either to the director or to a person
at the home or business of the director when the person delivering the notice
has reason to believe such person will promptly communicate it to the director.
Such notice shall be considered delivered when the person noticing the meeting
believes in good faith that the notified person has heard and acknowledged the
notice;

                  (ii) if delivered by telegram, such notice shall be delivered
to a common carrier, charges prepaid, for transmission to the director at least
forty-eight (48) hours prior to the time the meeting is to be held. Delivery to
a common carrier shall be due and legal notice to such director;

                  (iii) if delivered by overnight courier service, including
without limitation such services as Express Mail and Federal Express, such
notice shall be delivered to such courier service, charges prepaid, for delivery
to the director no later than two days prior to the day upon which the meeting
is to be held. Delivery to a courier service shall be due and legal notice to
such director;

                  (iv) if delivered by facsimile transmission, such notice shall
be either delivered to a common carrier, charges prepaid, for transmission to
the director or transmitted by or under the direction of the person giving
notice to the director at least forty-eight (48) hours prior to the time the
meeting is to be held. Delivery to a common carrier or transmission of a
facsimile shall be due and legal notice to such director;

                  (v) if delivered by first-class mail, such notice shall be
deposited in the United States mail, postage prepaid, at least four (4) days
prior to the date of the meeting to be held. Deposit in the U.S. mail shall be
due and legal notice to such director.


                                       8
<PAGE>

                  The notice need not specify the place of the meeting if the
meeting is to be held at the principal office of the corporation.

      3.10 Quorum. A majority of the authorized number of directors, but in no
event less than two (2) (unless the authorized number of directors is one (1)),
shall constitute a quorum for the transaction of business, except to adjourn a
meeting under Section 3.12. Every act done or decision made by a majority of the
directors present at a meeting at which a quorum is present shall be regarded as
the act of the Board of Directors, unless the vote of a greater number is
required by law, the Certificate of Incorporation, or these By-Laws. A meeting
at which a quorum is initially present may continue to transact business
notwithstanding the withdrawal of directors, if any action taken is approved by
a majority of the required quorum for such meeting.

      3.11 Contents of Notice and Waiver of Notice. Neither the business to be
transacted at, nor the purposes of, any regular or special Board meeting need be
specified in the notice or waiver of notice of the meeting. Notice of a meeting
need not be given to any director who signs a waiver of notice of the meeting
either before or after the meeting, or who attends the meeting without
protesting, prior thereto or at its commencement, the lack of notice to said
director. All such waivers shall be filed with the corporate records or made a
part of the minutes of the meeting.

      3.12 Adjournment. A majority of the directors present, whether or not a
quorum is present, may adjourn any meeting to another time and place.

      3.13 Notice of Adjournment. Notice of the time and place of holding an
adjourned meeting need not be given to absent directors if the time and place
are fixed at the meeting being adjourned, except that if the meeting is
adjourned for more than twenty-four (24) hours such notice shall be given prior
to the adjourned meeting to the directors who were not present at the time of
the adjournment.

      3.14 Telephone Participation. Members of the Board of Directors may
participate in a meeting through use of conference telephone or similar
communications equipment, so long as all members participating in such meetings
can hear one another. Such participation constitutes presence in person at such
meeting.

      3.15 Action Without Meeting. The Board of Directors may take any action
without a meeting that may be required or permitted to be taken by the Board at
a meeting, if all members of the Board individually or collectively consent in
writing to the action. The written consent or consents shall be filed in the
minutes of the proceedings of the Board. Such action by written consent shall
have the same effect as a unanimous vote of directors.

      3.16 Fees and Compensation. Directors and members of committees shall
receive neither compensation for their services nor reimbursement for their
expenses unless these payments are fixed by resolution of the Board of
Directors.

      3.17 Certain Corporate Loans and Guaranties. The corporation may make
loans of money or property to, or guarantee the obligations of, or otherwise
assist any officer or other employee of the corporation or of its subsidiary,
including any officer or employee who is a director of the corporation or its
subsidiary, or adopt an employee benefit plan or plans authorizing such loans or
guaranties, upon the approval of the Board of Directors alone if the Board of
Directors determines that such a loan or guaranty or plan may reasonably be
expected to benefit the corporation.


                                       9
<PAGE>

                               ARTICLE 4. OFFICERS

      4.1 Officers. The officers of the corporation shall be a President, a
Secretary, and a Treasurer. The corporation may also have, at the discretion of
the Board of Directors, a Chairman of the Board, one or more Vice Presidents,
one or more Assistant Secretaries, one or more Assistant Treasurers, and any
other officers who may be appointed under Section 4.3 of these By-Laws. Any two
or more offices, except those of President and Secretary, may be held by the
same person.

      4.2 Election. The officers of the corporation, except those appointed
under Section 4.3 of these By-Laws, shall be chosen annually by the Board of
Directors, and each shall hold his office at the pleasure of the Board of
Directors until he resigns or is removed or otherwise disqualified to serve, or
his successor is elected and qualified.

      4.3 Subordinate Officers. The Board of Directors may appoint, and may
authorize the President to appoint, any other officers that the business of the
corporation may require, each of whom shall hold office for the period, have the
authority, and perform the duties specified in the By-Laws or by the Board of
Directors.

      4.4 Removal and Resignation. Any officer may be removed with or without
cause either by the Board of Directors at any regular or special Board meeting
or, except for an officer chosen by the Board, by an officer on whom the power
of removal may be conferred by the Board.

            Any officer may resign at any time by giving written notice to the
Board, the President, or the Secretary of the corporation. An officer's
resignation shall take effect when it is received or at any later time specified
in the resignation. Unless the resignation specifies otherwise, its acceptance
by the corporation shall not be necessary to make it effective.

      4.5 Vacancies. A vacancy in any office because of death, resignation,
removal, disqualification, or any other cause shall be filled in the manner
prescribed in these By-Laws for regular appointments to the office.

      4.6 Chairman of the Board. The Chairman shall be the corporation's chief
executive officer and general manager and shall, subject to the control of the
Board, have general supervision, direction and control over the corporation's
business and officers. This officer shall have the general powers and duties of
management usually vested in a corporation's chief executive officer; shall have
any other powers and duties that are prescribed by the Board or these By-Laws;
and shall be primarily responsible for carrying out all orders and resolutions
of the Board.

            The Chairman shall also preside as chairman at all meetings of the
directors and stockholders.

      4.7 President. The President shall be the corporation's chief operating
officer with such responsibilities and authority as the Chairman shall delegate.
If the Chairman is unreachable in the event of an emergency, or is disabled or
dies, the President shall so notify the Board and, subject to supervision by the
Board, shall temporarily perform such duties of the Chairman as are appropriate
in the circumstances. When so acting temporarily, the President shall have all
the powers of the Chairman, subject to such limitations thereon as may be
imposed by the Board.


                                       10
<PAGE>

      4.8 Vice Presidents. If the President is absent or is unable or refuses to
act, the Vice Presidents in order of their rank as fixed by the Board of
Directors or, if not ranked, the Vice President designated by the Board, shall
perform all the duties of the President, and when so acting shall have all the
powers of, and be subject to all the restrictions on, the President. Each Vice
President shall have any other powers and perform any other duties that are
prescribed for him by the Board or the By-Laws.

      4.8A. Executive Vice President. The Executive Vice President shall have
such management responsibilities and authority, particularly with respect to
manufacturing facilities, as the Chairman shall delegate. This officer shall
also be the first in rank of the Vice Presidents, such that if the President is
absent or is unable or refuses to act, the Executive Vice President shall be the
next in succession to perform the duties of the President.

      4.9 Secretary. The Secretary shall keep or cause to be kept, and be
available at the principal office and any other place that the Board of
Directors specifies, a book of minutes of all directors' and stockholders'
meetings. The minutes of each meeting shall state the time and place that it was
held, whether it was regular or special, if a special meeting, how it was
authorized, the notice given, the names of those present or represented at
stockholders' meetings, and the proceedings of the meetings. A similar minute
book shall be kept for any committees, if required by the Board.

            The Secretary shall keep, or cause to be kept, at the principal
office or at the office of the corporation's transfer agent, a share register,
or a duplicate share register, showing the stockholders' names and addresses,
the number and classes of shares held by each, the number and date of each
certificate issued for these shares, and the number and date of cancellation of
each certificate surrendered for cancellation.

            The Secretary shall give, or cause to be given, notice of all
directors' and stockholders' meetings required to be given under these By-Laws
or by law, shall keep the corporate seal in safe custody, and shall have any
other powers and perform any other duties that are prescribed by the Board or
the By-Laws.

      4.10 Chief Financial Officer. The Treasurer, or another officer designated
by the Board of Directors, shall be the corporation's chief financial officer
and shall keep and maintain, or cause to be kept and maintained, adequate and
correct accounts of the corporation's properties and business transactions,
including accounts of its assets, liabilities, receipts, disbursements, gains,
losses, capital, retained earnings, and shares. The books of account shall at
all reasonable times be open to inspection by any director.

            The corporation's chief financial officer shall deposit all money
and other valuables in the name and to the credit of the corporation with the
depositories designated by the Board of Directors. He shall disburse the
corporation's funds as ordered by the Board of Directors; shall render to the
President and directors, whenever they request it, an account of all his
transactions as the corporation's chief financial officer and of the
corporation's financial condition; and shall have any other powers and perform
any other duties that are prescribed by the Board of Directors or the By-Laws.

            If required by the Board of Directors, the corporation's chief
financial officer shall give the corporation a bond in the amount and with the
surety or sureties specified by the Board for faithful performance of the


                                       11
<PAGE>

duties of his office and for restoration to the corporation of all its books,
papers, vouchers, money, and other property of every kind in his possession or
under his control on his death, resignation, retirement, or removal from office.

      4.11 Representation of Shares of Other Corporations. The Chairman of the
Board, the President, any Vice President, the Treasurer, the Secretary or
Assistant Secretary of this corporation, or any other person authorized by the
Board of Directors or the President or a Vice President, is authorized to vote,
represent, and exercise on behalf of this corporation all rights incident to any
and all shares of any other corporation or corporations standing in the name of
this corporation. The authority granted herein may be exercised either by such
person directly or by any other person authorized to do so by proxy or power of
attorney duly executed by such person having the authority.

      4.12 Authority and Duties of Officers. In addition to the foregoing
authority and duties, all officers of the corporation shall respectively have
such authority and perform such duties in the management of the business of the
corporation as may be designated from time to time by the Board of Directors or
the stockholders.

                      ARTICLE 5. GENERAL CORPORATE MATTERS

      5.1 Record Date and Closing of Stockbooks. The Board of Directors may fix
a time in the future as a record date for determining stockholders entitled to
notice of and to vote at any stockholders' meeting, entitled to consent to
corporate action, 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, commission or exchange of stock or for the purpose of any
other lawful action. The record date for determining the stockholders entitled
to notice of or to vote at any meeting of stockholders or any adjournment
thereof, shall not, however, be more than sixty (60) nor less than ten (10) days
prior to the date of such meeting. The record date for determining the
stockholders entitled to consent to corporate action in writing without a
meeting shall not be more than ten (10) days after the date upon which the
resolution fixing the record date is adopted by the board of directors. The
record date for determining the stockholders entitled to receive payments of any
dividend or other distribution or allotment of any rights or for determining the
stockholders entitled to exercise any rights in respect of any change,
conversion or exchange of stock, or for the purpose of any other lawful action,
shall not be more than sixty (60) days prior to such action. If a record date is
fixed for a particular meeting or event, only stockholders of record on that
date are entitled to notice and to vote and to receive the dividend,
distribution, or allotment of rights, or to exercise the rights, as the case may
be, notwithstanding any transfer of any shares on the books of the corporation
after the record date.

      5.2 Corporate Records and Inspection by Stockholders and Directors. The
corporation shall, either at its principal office or at such place or places as
designated by the Board of Directors, keep a record of its stockholders listing
their names and addresses and the number and class of shares held by each
stockholder, a copy of these bylaws as amended to date, accounting books, books
of minutes of meetings or consents of the Board of Directors, committees
thereof, and stockholders and other records. Any stockholder of record, in
person or by attorney or other agent, shall, upon five days' prior written
demand under oath stating the purpose thereof, have the right during the usual
hours for business to inspect for any proper purpose the corporation's stock
ledger, a list of its stockholders, and its other books and records and to make
copies or extracts therefrom. A proper purpose shall mean a purpose reasonably
related to such person's interest as a stockholder. In every instance where an


                                       12
<PAGE>

attorney or other agent is the person who seeks the right to inspection, the
demand under oath shall be accompanied by a power of attorney or such other
writing that authorizes the attorney or other agent to so act on behalf of the
stockholder. The demand under oath shall be directed to the corporation at its
registered office in Delaware or at its principal place of business.

            Any director shall have the right to examine the corporation's stock
ledger, a list of its stockholders, and its other books and records for a
purpose reasonably related to his position as a director. The Court of Chancery
is hereby vested with the exclusive jurisdiction to determine whether a director
is entitled to the inspection sought. The Court may summarily order the
corporation to permit the director to inspect any and all books and records, the
stock ledger, and the stock list and to make copies or extracts therefrom. The
Court may, in its discretion, prescribe any limitations or conditions with
reference to the inspection, or award such other and further relief as the Court
may deem just and proper.

      5.3 Checks, Drafts, Evidences of Indebtedness. All checks, drafts, or
other orders for payment of money, notes, and all mortgages, or other evidences
of indebtedness, issued in the name of or payable to the corporation, and all
assignments and endorsements of the foregoing, shall be signed or endorsed by
the person or persons and in the manner specified by the Board of Directors.

      5.4 Corporate Contracts and Instruments; How Executed. Except as otherwise
provided in the By-Laws, officers, agents or employees must be authorized by the
Board of Directors to enter into any contract or execute any instrument in the
corporation's name and on its behalf. This authority may be general or confined
to specific instances.

      5.5 Stock Certificates. One or more certificates for shares of the
corporation's capital stock shall be issued to each stockholder for any of his
shares that are fully paid up. The corporate seal or its facsimile may be fixed
on certificates. All certificates shall be signed by the Chairman of the Board,
President, or a Vice President and the Secretary, Treasurer, or an Assistant
Secretary. Any or all of the signatures on the certificate may be facsimile
signatures. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate has ceased to be
such officer, transfer agent or registrar before such certificate is issued, it
may be issued by the corporation with the same effect as if he were such
officer, transfer agent or registrar at the date of issue.

      5.6 Lost Certificates. No new share certificate that replaces an old one
shall be issued unless the old one is surrendered and cancelled at the same
time; provided, however, that if any share certificate is lost, stolen,
mutilated, or destroyed, the President and Secretary may cause to be issued a
new certificate replacing the old one on any terms and conditions, including a
bond or other reasonable arrangement for indemnification of the corporation,
that the President may specify.

      5.7 Construction; Definitions. Unless the context requires otherwise, the
general provisions, rules of construction, and definitions in the Delaware
General Corporation Law (heretofore and hereafter the "Law") shall govern the
construction of these By-Laws. Without limiting the generality of this
provision, the singular number includes the plural, the plural number includes
the singular, and the term "person" includes both a corporation and a natural
person.


                                       13
<PAGE>

                              ARTICLE 6. AMENDMENTS

      By-Laws may be adopted, amended or repealed by either the affirmative vote
or written consent of stockholders owning a majority of the outstanding shares
entitled to vote or by the Board of Directors.

                       ARTICLE 7. COMMITTEES OF THE BOARD

      The Board of Directors may, by resolution adopted by a majority of the
authorized number of directors, designate one or more committees, each
consisting of one or more directors, to serve at the pleasure of the Board and
with such authority and organization as the Board may from time to time
determine. The Board may designate one or more directors as alternate members of
any committee, who may replace any absent member at any meeting of the
committee. The appointment of members or alternate members of a committee
requires the vote of a majority of the authorized number of directors. In the
absence or disqualification of a member of a committee, the member or members
thereof present at any meeting and not disqualified for voting, whether or not
he or they constitute a quorum, may unanimously appoint another member of the
Board of Directors to act at the meeting in the place of any such absent or
disqualified member. Any such committee, to the extent provided in the
resolution of the Board, shall have and may exercise powers and authority of the
Board of Directors in the management of the business and affairs of the
corporation, and may authorize the seal of the corporation to be affixed to all
papers that may require it; but no such committee shall have the power or
authority to (a) amend the Certificate of Incorporation (except that a committee
may, to the extent authorized in the resolution or resolutions providing for the
issuance of shares of stock adopted by the Board of Directors as provided in
Section 151(a) of the Law, fix the designations and any of the preferences or
rights of such shares relating to dividends, redemption, dissolution, any
distribution of assets of the corporation or the conversion into, or the
exchange of such shares for, share of any other class or classes or any other
series of the same or any other class or classes of stock of the corporation or
fix the number of shares of any series of stock or authorize the increase or
decrease of the shares of any series), (b) adopt an agreement of merger or
consolidation under Sections 251 or 252 of the Law, (c) recommend to the
stockholders the sale, lease or exchange of all or substantially all of the
corporation's property and assets, (d) recommend to the stockholders a
dissolution of the corporation or a revocation of a dissolution, or (e) amend
the By-Laws of the corporation; and, unless the Board resolution establishing
the committee, the By-Laws or the Certificate of Incorporation expressly so
provide, no such committee shall have the power or authority to declare a
dividend, to authorize the issuance of stock, or to adopt a certificate of
ownership and merger pursuant to Section 253 of the Law.

            The Board shall designate a chairman for each committee who shall
have the sole power to call any committee meeting other than a meeting set by
the Board. Each committee shall keep regular minutes of its meetings and report
the same to the Board of Directors when required.

            Meetings and actions of committees shall be governed by, and held
and taken in accordance with, the provisions of the following sections of
Article 3 of these By-Laws, Section 3.6 (place of meetings, Section 3.8 (regular
meetings), Section 3.9 (special meetings), Section 3.10 (quorum), Section 3.11
(contents of notice and waiver of notice), Section 3.12 (adjournment), Section
3.13 (notice of adjournment), Section 3.14 (telephone participation), and
Section 3.15 (action without a meeting), with such changes in the context of
those By-Laws as are necessary to substitute the committee and its members for
the Board of Directors and its members; provided, however,


                                       14
<PAGE>

that the time of regular meetings of committees may be determined either by
resolution of the Board of Directors or by resolution of the committee, that
special meetings of committees may also be called by resolution of the Board of
Directors and that notice of special meetings of committees shall also be given
to all alternate members, who shall have the right to attend all meetings of the
committee. The Board of Directors may adopt rules for the government of any
committee not inconsistent with the provisions of these By-Laws.

                           ARTICLE 8. INDEMNIFICATION

      8.1 Action, Etc., Other Than By or in the Right of the Corporation. The
corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding or investigation, whether civil, criminal, administrative, or
investigative, and whether external or internal to the corporation (other than a
judicial action or suit brought by or in the right of the corporation), by
reason of the fact that he or she is or was a director or officer of the
corporation, or that he or she is or was serving at the request of the
corporation as a director, officer, employee, trustee, or agent of another
corporation, partnership, joint venture, trust or other enterprise (all such
persons being referred to hereafter as an "Agent"), against expenses (including
attorneys' fees), judgments, fines and amounts paid or to be paid in settlement
(if such settlement is approved by the corporation, which approval shall not be
unreasonably withheld or delayed) actually and reasonably incurred by him or her
in connection with such action, suit or proceeding, or any appeal therein, if
the Agent acted in good faith and in a manner he or she reasonably believed to
be in or not opposed to the best interests of the corporation, and with respect
to any criminal action or proceeding, had no reasonable cause to believe such
conduct was unlawful. The termination of any action, suit or proceeding --
whether by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent -- shall not, of itself, create a presumption that
the person did not act in good faith and in a manner which he or she reasonably
believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, that such person had
reasonable cause to believe that his or her conduct was unlawful.

      8.2 Action, Etc., By or in the Right of the Corporation. The corporation
shall indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed judicial action or suit brought by
or in the right of the corporation to procure a judgment in its favor by reason
of the fact that he or she is or was an Agent (as defined above) against
expenses (including attorneys' fees) actually and reasonably incurred by him or
her in connection with the defense, settlement or appeal of such action or suit
if he or she acted in good faith and in a manner he or she reasonably believed
to be in or not opposed to the best interests of the corporation, except that no
indemnification shall be made in respect of any claim, issue, or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or other such court shall deem proper.

      8.3 Determination of Right of Indemnification. Any indemnification under
Sections 8.1 or 8.2 above (unless ordered by a court) shall be made by the
corporation only as authorized in the specific case upon a determination that
indemnification of the Agent is proper in the circumstances because he or she
has met the applicable standard of conduct set forth in Sections 8.1 and/or


                                       15
<PAGE>

8.2. Such determination shall be made (a) by the Board of Directors by a
majority vote of a quorum consisting of Directors who were not parties to such
action, suit or proceeding, or (b) if such a quorum is not obtainable, or if
such a quorum is obtainable and so directs, by independent legal counsel (chosen
either jointly by the corporation and Agent or else by counsel to the
corporation) in a written opinion, or (c) by the stockholders.

      8.4 Indemnification Against Expenses of Successful Party. Notwithstanding
the other provisions of this Article 8, to the extent that an Agent has been
successful on the merits or otherwise, including, without limitation, the
dismissal of an action without prejudice or the settlement of an action without
admission of liability, in defense of any claim, issue, or matter therein, or an
appeal from any such proceeding, action, or claim or matter, such Agent shall be
indemnified against all expenses incurred in connection therewith.

      8.5 Advances of Expenses. Except as listed by Section 8.6, costs, charges
and expenses (including attorneys' fees) incurred in any action, suit,
proceeding or investigation or any appeal therefrom shall be paid by the
corporation in advance of the final disposition of such matter, if the Agent
shall undertake to repay such amount in the event that it is ultimately
determined, as provided herein, that such person is not entitled to
indemnification.

      8.6 Right of Agent to Indemnification Upon Application; Procedure Upon
Application. Any indemnification provided for in Sections 8.1, 8.2, or 8.4 shall
be made no later than six (6) months after the corporation is given notice of
request by Agent, provided that such request is made after final adjudication,
dismissal, or settlement unless an appeal is filed, in which case the request is
made after the appeal is resolved. Upon such notice, the corporation shall
within two (2) weeks call a Board of Directors meeting to be held within two (2)
months of such notice to make a determination as to whether the Agent has met
the applicable standard of conduct. The corporation shall retain (at the
corporation's expense) independent legal counsel chosen either jointly by the
corporation and Agent or else by corporation counsel within two (2) weeks to
make such determination, if at such meeting a quorum consisting of directors who
were not parties to the relevant action, suit, or proceeding is not obtainable,
or if obtainable such quorum refuses to make such determination, but so directs
the corporation. If such legal counsel is not so retained or does not make such
determination within six (6) weeks, then the Board of Directors shall cause a
stockholders meeting to be held within two (2) months to make such a
determination.

            If a claim under these By-Laws, under any statute, under any
provision of any agreement with the corporation, or under the corporation's
Certificate of Incorporation providing for indemnification or advance of
expenses, is not paid in full by the corporation within sixty (60) days in case
of indemnification and twenty (20) days in case of advance of expenses after
notice of a request for payment thereof has been given to the corporation by
Agent, Agent may, but need not, at any time thereafter bring an action against
the corporation to recover the unpaid amount of the claim or the expense advance
and, if successful, Agent shall also be entitled to be paid for the expenses
(including attorneys' fee) of bringing such action. It shall be a defense to any
such action (other than an action brought to enforce a claim for expenses
incurred in connection with any action, suit or proceeding in advance of its
final disposition) that Agent has not met the standards of conduct which make it
permissible under applicable law for the corporation to indemnify Agent for the
amount claimed, and Agent shall be entitled to receive interim payment of
expenses pursuant to Section 8.5 unless and until such defense may be


                                       16
<PAGE>

finally adjudicated by court order or judgment from which no further right of
appeal exists. Neither the failure of the corporation (including its Board of
Directors, any committee or subgroup of the Board of Directors, independent
legal counsel, or its stockholders) to have made a determination that
indemnification of Agent is proper in the circumstances because Agent has met
the applicable standard of conduct required by applicable law, nor an actual
determination by the corporation (including its Board of Directors, any
committee or subgroup of the Board of Directors, independent legal counsel, or
its stockholders) that Agent has not met such applicable standard of conduct,
shall create a presumption that Indemnitee has or has not met the applicable
standard of conduct.

      8.7 Other Rights and Remedies. The indemnification provided by this
Article shall not be deemed exclusive of, and shall not affect, any other rights
to which an Agent seeking indemnification may be entitled under any law, other
provision of these By-Laws, the corporation's Certificate of Incorporation,
agreement, vote of stockholders or disinterested directors or otherwise, both as
to action in his or her official capacity and as to action in another capacity
while holding such office, and shall continue as to a person who has ceased to
be an Agent and shall inure to the benefit of the heirs, executors, and
administrators of such a person. All right to indemnification under this Article
shall be deemed to be provided by a contract between the corporation and the
Agent who serves in such capacity at any time these By-Laws and other relevant
provisions of the general corporation law and other applicable law, if any, are
in effect. Any repeal or modification thereof shall not affect any rights or
obligations then existing. In addition, notwithstanding any other provisions of
these By-Laws, the corporation hereby agrees to indemnify the Agent to the
fullest extent permitted by law, regardless of whether such indemnification is
authorized by any other provision of these By-Laws by the corporation's
Certificate of Incorporation, by agreement with the corporation, or by statute.

      8.8 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 an Agent against any liability asserted against such person and incurred
by him or her in any such capacity, or arising out of his or her status as such,
whether or not the corporation would have the power to indemnify such person
against such liability under the provisions of this Article.

      8.9 Optional Means of Assuring Payment. Upon request by an Agent
certifying that the Agent has reasonable grounds to believe the Agent may be
made a party to a proceeding for which the Agent may be entitled to be
indemnified under this Article 8, the corporation may but is not required to
create a trust fund, grant a security interest or use other means (including,
without limitation, a letter of credit) to ensure the payment of such sums as
may become necessary to effect indemnification as provided herein.

      8.10 Constituent Corporations. For the purposes of this Article,
references to "the corporation" include all constituent corporations absorbed in
a consolidation or merger as well as the resulting or surviving corporation, so
that any person who is or was a director, officer, employee, or trustee of such
a constituent corporation or who, being or having been such a director, officer,
employee or trustee, is or was serving at the request of such constituent
corporation as a director, officer, employee, trustee of another corporation,
partnership, joint venture, trust or other enterprise shall stand in the same
position under the provisions of this Article with respect to the resulting or
surviving corporation as such person would if he or she had served the resulting
or surviving corporation in the same capacity.


                                       17
<PAGE>

      8.11 Other Enterprises, Fines, and Serving at Corporation's Request. For
purposes of this Article, references to "other enterprise" in Sections 8.1 and
8.10 shall include employee benefit plans; references to "fines" shall include
any excise taxes assessed on a person with respect to any employee benefit plan;
and references to "serving at the request of the corporation" shall include any
service by Agent as director, officer, employee, trustee, or agent of the
corporation which imposes duties on, or involves services by, such Agent with
respect to any employee benefit plan, its participants, or beneficiaries; and a
person who acted in good faith and in a manner he or she reasonably believed to
be in the interest of the participants and beneficiaries of an employee benefit
plan shall be deemed to have acted in a manner "not opposed to the best
interests of the Corporation" as referred to in this Article.

      8.12 Savings Clause. If this Article or any portion thereof shall be
invalidated on any ground by any court of competent jurisdiction, then the
corporation shall nevertheless indemnify each Agent as to expenses (including
attorneys' fees), judgments, fines, and amounts paid in settlement with respect
to any action, suit, appeal, proceeding, or investigation, whether civil,
criminal, or administrative, and whether internal or external, including a grand
jury proceeding and an action or suit brought by or in the right of the
corporation, to the full extent permitted by any applicable portion of this
Article that shall not have been invalidated, or by any other applicable law.

      8.13 Employees or Agents. The corporation may, by resolution of the Board
of Directors, grant an agent or employee of the corporation who is not an
officer or director of the corporation and therefore not an Agent, the rights of
an Agent under this Article 8.

By-Laws - Amended 7/26/00


                                       18