<PAGE>   1
                                                                     EXHIBIT 3.2




                           AMENDED AND RESTATED BYLAWS

                                       OF

                                INCONTROL, INC.



Adopted by the Board of Directors on September 24, 1996
Amendments are listed on p. i
<PAGE>   2
                                 INCONTROL, INC.

                                   AMENDMENTS

                                                            Date of
  Section             Effect of Amendment                 Amendment
------------  -----------------------------------------   ---------------


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                                    CONTENTS

<TABLE>
<CAPTION>

<S>            <C>                                                    <C>
SECTION 1.     OFFICES...............................................  1

SECTION 2.     STOCKHOLDERS .........................................  1
      2.1      Annual Meeting .......................................  1
      2.2      Special Meetings .....................................  1
      2.3      Place of Meeting .....................................  1
      2.4      Notice of Meeting ....................................  2
      2.5      Business for Stockholders' Meetings ..................  2
               2.5.1    Business at Annual Meetings .................  2
               2.5.2    Business at Special Meetings ................  3
               2.5.3    Notice to Corporation .......................  3
      2.6      Waiver of Notice .....................................  3
               2.6.1    Waiver in Writing ...........................  3
               2.6.2    Waiver by Attendance ........................  3
      2.7      Fixing of Record Date for Determining
               Stockholders .........................................  3
               2.7.1    Meetings ....................................  3
               2.7.2    Consent to Corporate Action Without a
                        Meeting .....................................  4
               2.7.3    Dividends, Distributions and Other
                        Rights ......................................  4
      2.8      Voting List ..........................................  5
      2.9      Quorum ...............................................  5
      2.10     Manner of Acting .....................................  5
      2.11     Proxies ..............................................  6
               2.11.1   Appointment .................................  6
               2.11.2   Delivery to Corporation; Duration ...........  6
      2.12     Voting of Shares .....................................  6
      2.13     Voting for Directors .................................  6
      2.14     Inspectors of Election ...............................  7
               2.14.1   Appointment .................................  7
               2.14.2   Duties ......................................  7

SECTION 3.     BOARD OF DIRECTORS ...................................  7
      3.1      General Powers .......................................  7
      3.2      Number and Tenure ....................................  8
      3.3      Nomination and Election ..............................  8
               3.3.1    Nomination ..................................  8
               3.3.2    Election ....................................  9
      3.4      Annual and Regular Meetings ..........................  9
      3.5      Special Meetings .....................................  9
      3.6      Meetings by Telephone ................................  9
      3.7      Notice of Special Meetings ...........................  9
               3.7.1    Personal Delivery ...........................  9
</TABLE>


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<TABLE>
<S>            <C>                                                    <C>
               3.7.2    Delivery by Mail ............................ 10
               3.7.3    Delivery by Private Carrier ................. 10
               3.7.4    Facsimile Notice ............................ 10
               3.7.5    Delivery by Telegraph ....................... 10
               3.7.6    Oral Notice ................................. 10
      3.8      Waiver of Notice ..................................... 10
               3.8.1    In Writing .................................. 10
               3.8.2    By Attendance ............................... 10
      3.9      Quorum ............................................... 11
      3.10     Manner of Acting ..................................... 11
      3.11     Presumption of Assent ................................ 11
      3.12     Action by Board or Committees Without a Meeting ...... 11
      3.13     Resignation .......................................... 11
      3.14     Removal .............................................. 12
      3.15     Vacancies ............................................ 12
      3.16     Committees ........................................... 12
               3.16.1   Creation and Authority of Committees ........ 12
               3.16.2   Audit Committee ............................. 12
               3.16.3   Compensation Committee ...................... 13
               3.16.4   Nominating and Organization Committee ....... 13
               3.16.5   Minutes of Meetings ......................... 13
               3.16.6   Quorum and Manner of Acting ................. 13
               3.16.7   Resignation ................................. 14
               3.16.8   Removal ..................................... 14
      3.17     Compensation ......................................... 14

SECTION 4.     OFFICERS ............................................. 14
      4.1      Number ............................................... 14
      4.2      Election and Term of Office .......................... 14
      4.3      Resignation .......................................... 15
      4.4      Removal .............................................. 15
      4.5      Vacancies ............................................ 15
      4.6      Chairman of the Board ................................ 15
      4.7      President ............................................ 15
      4.8      Vice President ....................................... 15
      4.9      Secretary ............................................ 16
      4.10     Treasurer ............................................ 16
      4.11     Salaries ............................................. 16

SECTION 5.     CONTRACTS, LOANS, CHECKS AND DEPOSITS ................ 16
      5.1      Contracts ............................................ 16
      5.2      Loans to the Corporation ............................. 17
      5.3      Checks, Drafts, Etc. ................................. 17
      5.4      Deposits ............................................. 17
</TABLE>


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<TABLE>
<S>            <C>                                                    <C>
SECTION 6.     CERTIFICATES FOR SHARES AND THEIR TRANSFER ........... 17
      6.1      Issuance of Shares ................................... 17
      6.2      Certificates for Shares .............................. 17
      6.3      Stock Records ........................................ 18
      6.4      Transfer of Shares ................................... 18
      6.5      Lost or Destroyed Certificates ....................... 18

SECTION 7.     BOOKS AND RECORDS .................................... 18

SECTION 8.     ACCOUNTING YEAR ...................................... 18

SECTION 9.     SEAL ................................................. 18

SECTION 10.    INDEMNIFICATION ...................................... 19
      10.1     Right to Indemnification ............................. 19
      10.2     Right of Indemnitee to Bring Suit .................... 19
      10.3     Nonexclusivity of Rights ............................. 20
      10.4     Insurance, Contracts and Funding ..................... 20
      10.5     Indemnification of Employees and Agents of the
               Corporation .......................................... 20
      10.6     Persons Serving Other Entities ....................... 21
      10.7     Procedures for the Submission of Claims .............. 21

SECTION 11.    AMENDMENTS OR REPEAL ................................. 21
</TABLE>


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                           AMENDED AND RESTATED BYLAWS

                                       OF

                                 INCONTROL, INC.


SECTION 1. OFFICES

      The principal office of the corporation shall be located at its principal
place of business or such other place as the Board of Directors (the "Board")
may designate. The corporation may have such other offices, either within or
without the state of Delaware, as the Board may designate or as the business of
the corporation may require from time to time.

SECTION 2. STOCKHOLDERS

      2.1      ANNUAL MEETING

      The annual meeting of the stockholders shall be held the second Tuesday of
May in each year at the principal office of the corporation or such other place
designated by the Board for the purpose of electing Directors and transacting
such other business as may properly come before the meeting. If the day fixed
for the annual meeting is a legal holiday at the place of the meeting, the
meeting shall be held on the next succeeding business day. If the annual meeting
is not held on the date designated therefor, the Board shall cause the meeting
to be held as soon thereafter as may be convenient.

      At any time prior to the commencement of the annual meeting, the Board may
postpone the annual meeting for a period of up to one hundred twenty days from
the date fixed for such meeting in accordance with this Subsection 2.1.

      2.2      SPECIAL MEETINGS

      The Chairman of the Board, the President, the Board or the holders of not
less than thirty percent of all the outstanding shares of the corporation
entitled to vote on any issue proposed to be considered at the meeting may call
special meetings of the stockholders for any purpose.

      2.3      PLACE OF MEETING

      All meetings shall be held at the principal office of the corporation or
at such other place within or without the state of Delaware designated by the
Board, by any persons entitled to call a meeting hereunder or in a waiver of
notice signed by all of the stockholders entitled to notice of the meeting.
<PAGE>   7
      2.4      NOTICE OF MEETING

      The Chairman of the Board, the President, the Secretary, the Board, or
stockholders calling an annual or special meeting of stockholders as provided
for herein, shall cause to be delivered to each stockholder entitled to notice
of or to vote at the meeting either personally or by mail, not less than 10 nor
more than 60 days before the meeting, written notice stating the place, day and
hour of the meeting and, in the case of a special meeting, the purpose or
purposes for which the meeting is called. At any time, upon written request of
the holders of not less than the number of outstanding shares of the corporation
specified in subsection 2.2 hereof and entitled to vote at the meeting, it shall
be the duty of the Secretary to give notice of a special meeting of stockholders
to be held on such date and at such place and hour as the Secretary may fix, not
less than 10 nor more than 60 days after receipt of said request, and if the
Secretary shall neglect or refuse to issue such notice, the person making the
request may do so and may fix the date for such meeting. If such notice is
mailed, it shall be deemed delivered when deposited in the official government
mail properly addressed to the stockholder at such stockholder's address as it
appears on the stock transfer books of the corporation with postage prepaid. If
the notice is telegraphed, it shall be deemed delivered when the content of the
telegram is delivered to the telegraph company. Notice given in any other manner
shall be deemed delivered when dispatched to the stockholder's address,
telephone number or other number appearing on the stock transfer records of the
corporation.

      2.5      BUSINESS FOR STOCKHOLDERS' MEETINGS

               2.5.1       BUSINESS AT ANNUAL MEETINGS

      In addition to the election of directors, other proper business may be
transacted at an annual meeting of stockholders, provided that such business is
properly brought before such meeting. To be properly brought before an annual
meeting, business must be (a) brought by or at the direction of the Board or (b)
brought before the meeting by a stockholder pursuant to written notice thereof,
in accordance with subsection 2.5.3 hereof, and received by the Secretary not
fewer than 60 nor more than 90 days prior to the date specified in subsection
2.1 hereof for such annual meeting (or if less than 60 days' notice or prior
public disclosure of the date of the annual meeting is given or made to the
stockholders, not later than the tenth day following the day on which the notice
of the date of the annual meeting was mailed or such public disclosure was
made). Any such stockholder notice shall set forth (i) the name and address of
the stockholder proposing such business; (ii) a representation that the
stockholder is entitled to vote at such meeting and a statement of the number of
shares of the corporation which are beneficially owned by the stockholder; (iii)
a representation that the stockholder intends to appear in person or by proxy at
the meeting to propose such business; and (iv) as to each matter the stockholder
proposes to bring before the meeting, a brief description of the business
desired to be brought before the meeting, the reasons for conducting such
business at the meeting, the language of the proposal (if appropriate), and any
material interest of the stockholder in such business. No business shall be
conducted at any annual meeting of stockholders except in accordance with this
subsection 2.5.1. If the facts warrant, the Board, or the chairman of an annual
meeting of stockholders, may


                                      -2-
<PAGE>   8
determine and declare (a) that a proposal does not constitute proper business to
be transacted at the meeting or (b) that business was not properly brought
before the meeting in accordance with the provisions of this subsection 2.5.1
and, if, in either case, it is so determined, any such business shall not be
transacted. The procedures set forth in this subsection 2.5.1 for business to be
properly brought before an annual meeting by a stockholder are in addition to,
and not in lieu of, the requirements set forth in Rule 14a-8 under Section 14 of
the Securities Exchange Act of 1934, as amended, or any successor provision.

               2.5.2       BUSINESS AT SPECIAL MEETINGS

      At any special meeting of the stockholders, only such business as is
specified in the notice of such special meeting given by or at the direction of
the person or persons calling such meeting, in accordance with subsection 2.4
hereof, shall come before such meeting.

               2.5.3       NOTICE TO CORPORATION

      Any written notice required to be delivered by a stockholder to the
corporation pursuant to subsection 2.4, subsection 2.5.1 or subsection 2.5.2
hereof must be given, either by personal delivery or by registered or certified
mail, postage prepaid, to the Secretary at the corporation's executive offices
in the city of Redmond, state of Washington.

      2.6      WAIVER OF NOTICE

               2.6.1       WAIVER IN WRITING

            Whenever any notice is required to be given to any stockholder under
the provisions of these Bylaws, the corporation's Certificate of Incorporation,
as at any time amended (the "Certificate of Incorporation") or the General
Corporation Law of the state of Delaware, as now or hereafter amended (the
"DGCL"), a waiver thereof in writing, signed by the person or persons entitled
to such notice, whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice.

               2.6.2       WAIVER BY ATTENDANCE

            The attendance of a stockholder at a meeting shall constitute a
waiver of notice of such meeting, except when a stockholder attends a meeting
for the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened.

      2.7      FIXING OF RECORD DATE FOR DETERMINING STOCKHOLDERS

               2.7.1       MEETINGS

      For the purpose of determining stockholders entitled to notice of and to
vote at any meeting of stockholders or any adjournment thereof, the Board may
fix a record date, which record date shall not precede the date upon which the
resolution fixing the record date is


                                      -3-
<PAGE>   9
adopted by the Board, and which record date shall not be more than 60 (or the
maximum number permitted by applicable law) nor less than 10 days before the
date of such meeting. If no record date is fixed by the Board, the record date
for determining stockholders entitled to notice of and to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held. A determination of
stockholders of record entitled to notice of and to vote at the meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the Board may fix a new record date for the adjourned meeting.

               2.7.2       CONSENT TO CORPORATE ACTION WITHOUT A MEETING

      Action by written consent in lieu of a meeting of stockholders may be
taken only to the extent not restricted by the Certificate of Incorporation. For
the purpose of determining stockholders entitled to consent to corporate action
in writing without a meeting, the Board may fix a record date, which record date
shall not precede the date upon which the resolution fixing the record date is
adopted by the Board, and which date shall not be more than 10 (or the maximum
number permitted by applicable law) days after the date upon which the
resolution fixing the record date is adopted by the Board. If no record date has
been fixed by the Board, the record date for determining stockholders entitled
to consent to corporate action in writing without a meeting, when no prior
action by the Board is required by Chapter 1 of the DGCL, shall be the first
date on which a signed written consent setting forth the action taken or
proposed to be taken is delivered to the corporation by delivery to its
registered office in the state of 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. Delivery made to the
corporation's registered office shall be by hand or by certified or registered
mail, return receipt requested. If no record date has been fixed by the Board
and prior action by the Board is required by Chapter 1 of the DGCL, the record
date for determining stockholders entitled to consent to corporate action in
writing without a meeting shall be at the close of business on the day on which
the Board adopts the resolution taking such prior action.

               2.7.3       DIVIDENDS, DISTRIBUTIONS AND OTHER RIGHTS

      For the purpose of determining stockholders entitled to receive payment of
any dividend or other distribution or allotment of any rights or 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,
the Board may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted, and which record
date shall be not more than 60 (or the maximum number permitted by applicable
law) days prior to such action. If no record date is fixed, the record date for
determining stockholders for any such purpose shall be at the close of business
on the day on which the Board adopts the resolution relating thereto.


                                      -4-
<PAGE>   10
      2.8      VOTING LIST

      At least 10 days before each meeting of stockholders, a complete list of
the stockholders entitled to vote at such meeting, or any adjournment thereof,
shall be made, arranged in alphabetical order, with the address of and number of
shares held by each stockholder. This list shall be open to examination by any
stockholder, for any purpose germane to the meeting, during ordinary business
hours, for a period of 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 so specified, at the place where the meeting
is to be held. This list shall also be produced and kept at such meeting for
inspection by any stockholder who is present.

      2.9      QUORUM

      A majority of the outstanding shares of the corporation entitled to vote,
present in person or represented by proxy at the meeting, shall constitute a
quorum at a meeting of the stockholders; provided, that where a separate vote by
a class or classes is required, a majority of the outstanding shares of such
class or classes, present in person or represented by proxy at the meeting,
shall constitute a quorum entitled to take action with respect to that vote on
that matter. If less than a majority of the outstanding shares entitled to vote
are represented at a meeting, a majority of the shares so represented may
adjourn the meeting from time to time without further notice. If a quorum is
present or represented at a reconvened meeting following such an adjournment,
any business may be transacted that might have been transacted at the meeting as
originally called. The stockholders present at a duly organized meeting may
continue to transact business until adjournment, notwithstanding the withdrawal
of enough stockholders to leave less than a quorum.

      2.10     MANNER OF ACTING

      In all matters other than the election of Directors, if a quorum is
present, the affirmative vote of the majority of the outstanding shares present
in person or represented by proxy at the meeting and entitled to vote on the
subject matter shall be the act of the stockholders, unless the vote of a
greater number is required by these Bylaws, the Certificate of Incorporation or
the DGCL. Where a separate vote by a class or classes is required, if a quorum
of such class or classes is present, the affirmative vote of the majority of
outstanding shares of such class or classes present in person or represented by
proxy at the meeting shall be the act of such class or classes. 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.


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<PAGE>   11
      2.11     PROXIES

               2.11.1      APPOINTMENT

      Each stockholder entitled to vote at a meeting of stockholders or to
express consent or dissent to corporate action in writing without a meeting may
authorize another person or persons to act for such stockholder by proxy. Such
authorization may be accomplished by (a) the stockholder or such stockholder's
authorized officer, director, employee or agent executing a writing or causing
his or her signature to be affixed to such writing by any reasonable means,
including facsimile signature or (b) by transmitting or authorizing the
transmission of a telegram, cablegram or other means of electronic transmission
to the intended holder of the proxy or to a proxy solicitation firm, proxy
support service or similar agent duly authorized by the intended proxy holder to
receive such transmission; provided, that any such telegram, cablegram or other
electronic transmission must either set forth or be accompanied by information
from which it can be determined that the telegram, cablegram or other electronic
transmission was authorized by the stockholder. Any copy, facsimile
telecommunication or other reliable reproduction of the writing or transmission
by which a stockholder has authorized another person to act as proxy for such
stockholder may be substituted or used in lieu of the original writing or
transmission for any and all purposes for which the original writing or
transmission could be used, provided that such copy, facsimile telecommunication
or other reproduction shall be a complete reproduction of the entire original
writing or transmission.

               2.11.2      DELIVERY TO CORPORATION; DURATION

      A proxy shall be filed with the Secretary before or at the time of the
meeting or the delivery to the corporation of the consent to corporate action in
writing. A proxy shall become invalid three years after the date of its
execution unless otherwise provided in the proxy. A proxy with respect to a
specified meeting shall entitle the holder thereof to vote at any reconvened
meeting following adjournment of such meeting but shall not be valid after the
final adjournment thereof.

      2.12     VOTING OF SHARES

      Each outstanding share entitled to vote with respect to the subject matter
of an issue submitted to a meeting of stockholders shall be entitled to one vote
upon each such issue.

      2.13     VOTING FOR DIRECTORS

      Each stockholder entitled to vote at an election of Directors may vote, in
person or by proxy, the number of shares owned by such stockholder for as many
persons as there are Directors to be elected and for whose election such
stockholder has a right to vote, or if the Certificate of Incorporation provides
for cumulative voting, each stockholder may cumulate his or her votes by
distributing among one or more candidates as many votes as are equal to the
number of such Directors multiplied by the number of his or her shares.


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      2.14     INSPECTORS OF ELECTION

               2.14.1      APPOINTMENT

      In advance of any meeting of stockholders, the Board shall appoint one or
more persons to act as inspectors of election at such meeting and to make a
written report thereof. The Board may designate one or more persons to serve as
alternate inspectors to serve in place of any inspector who is unable or fails
to act. If no inspector or alternate is able to act at a meeting of
stockholders, the chairman of such meeting shall appoint one or more persons to
act as inspector of elections at such meeting.

               2.14.2      DUTIES

      The inspectors shall:

            (a) ascertain the number of shares of the corporation outstanding
      and the voting power of each such share;

            (b) determine the shares represented at the meeting and the validity
      of proxies and ballots;

            (c) count all votes and ballots;

            (d) determine and retain for a reasonable period of time a record of
      the disposition of any challenges made to any determination by them; and

            (e) certify their determination of the number of shares represented
      at the meeting and their count of the votes and ballots.

      The validity of any proxy or ballot shall be determined by the inspectors
of election in accordance with the applicable provisions of the DGCL as then in
effect. In determining the validity of any proxy transmitted by telegram,
cablegram or other electronic transmission, the inspectors shall record in
writing the information upon which they relied in making such determination.
Each inspector of elections shall, before entering upon the discharge of his or
her duties, take and sign an oath to faithfully execute the duties of inspector
with strict impartiality and according to the best of his or her ability. The
inspectors of election may appoint or retain other persons or entities to assist
them in the performance of their duties.

SECTION 3.  BOARD OF DIRECTORS

      3.1      GENERAL POWERS

      The business and affairs of the corporation shall be managed by the Board.


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      3.2      NUMBER AND TENURE

      The Board shall be composed of not less than three nor more than nine
Directors, the specific number to be set by resolution of the Board provided
that the Board may be less than three until vacancies are filled. No decrease in
the number of Directors shall have the effect of shortening the term of any
incumbent Director. The Board shall be divided into three classes, with said
classes to be as equal in number as may be possible. A Director's term shall be
three years, and each Director shall serve for the term he or she was elected,
or until his or her successor shall have been elected and qualified, or until
his or her death, resignation or removal from office. Directors need not be
stockholders of the corporation or residents of the state of Delaware.

      3.3      NOMINATION AND ELECTION

               3.3.1       NOMINATION

      Only persons who are nominated in accordance with the following procedures
shall be eligible for election as Directors. Nominations for the election of
Directors may be made (a) by or at the direction of the Board or (b) by any
stockholder of record entitled to vote for the election of Directors at such
meeting; provided, however, that a stockholder may nominate persons for election
as Directors only if written notice (in accordance with subsection 2.5.3 hereof)
of such stockholder's intention to make such nominations is received by the
Secretary (i) with respect to an election to be held at an annual meeting of the
stockholders, not fewer than 60 nor more than 90 days prior to the date
specified in subsection 2.1 hereof for such annual meeting (or if less than 60
days' notice or prior public disclosure of the date of the annual meeting is
given or made to the stockholders, not later than the tenth day following the
day on which such notice of the date of the annual meeting was mailed or such
public disclosure was made) and (ii) with respect to an election to be held at a
special meeting of the stockholders for the election of Directors, not later
than the close of business on the seventh business day following the date on
which notice of such meeting is first given to stockholders. Any such
stockholder's notice shall set forth (a) the name and address of the stockholder
who intends to make a nomination; (b) a representation that the stockholder is
entitled to vote at such meeting and a statement of the number of shares of the
corporation which are beneficially owned by the stockholder; (c) a
representation that the stockholder intends to appear in person or by proxy at
the meeting to nominate the person or persons specified in the notice; (d) as to
each person the stockholder proposes to nominate for election or re-election as
a Director, the name and address of such person and such other information
regarding such nominee as would be required in a proxy statement filed pursuant
to the proxy rules of the Securities and Exchange Commission had such nominee
been nominated by the Board, and a description of any arrangements or
understandings, between the stockholder and such nominee and any other persons
(including their names), pursuant to which the nomination is to be made; and (e)
the consent of each such nominee to serve as a Director if elected. If the facts
warrant, the Board, or the chairman of a stockholders' meeting at which
Directors are to be elected, shall determine and declare that a nomination was
not made in accordance with the foregoing procedure and, if it is so determined,
the defective


                                      -8-
<PAGE>   14
nomination shall be disregarded. The right of stockholders to make nominations
pursuant to the foregoing procedure is subject to the rights of the holders of
any class or series of stock having a preference over the Common Stock as to
dividends or upon liquidation. The procedures set forth in this subsection 3.3
for nomination for the election of Directors by stockholders are in addition to,
and not in limitation of, any procedures now in effect or hereafter adopted by
or at the direction of the Board or any committee thereof.

               3.3.2       ELECTION

      At each election of Directors, the persons receiving the greatest number
of votes shall be the Directors.

      3.4      ANNUAL AND REGULAR MEETINGS

      An annual Board meeting shall be held without notice immediately after and
at the same place as the annual meeting of stockholders. By resolution, the
Board or any committee designated by the Board may specify the time and place
either within or without the state of Delaware for holding regular meetings
thereof without other notice than such resolution.

      3.5      SPECIAL MEETINGS

      Special meetings of the Board or any committee appointed by the Board may
be called by or at the request of the Chairman of the Board, the President, the
Secretary or, in the case of special Board meetings, any two Directors and, in
the case of any special meeting of any committee appointed by the Board, by the
Chairman thereof. The person or persons authorized to call special meetings may
fix any place either within or without the state of Delaware as the place for
holding any special meeting called by them.

      3.6      MEETINGS BY TELEPHONE

      Members of the Board or any committee designated by the Board may
participate in a meeting of such Board or committee by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other. Participation by such means
shall constitute presence in person at a meeting.

      3.7      NOTICE OF SPECIAL MEETINGS

      Notice of a special Board or committee meeting stating the place, day and
hour of the meeting shall be given to a Director in writing or orally by
telephone or in person. Neither the business to be transacted at, nor the
purpose of, any special meeting need be specified in the notice of such meeting.

               3.7.1       PERSONAL DELIVERY

      If notice is given by personal delivery, the notice shall be effective if
delivered to a Director at least two days before the meeting.


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<PAGE>   15
               3.7.2       DELIVERY BY MAIL

      If notice is delivered by mail, the notice shall be deemed effective if
deposited in the official government mail properly addressed to a Director at
his or her address shown on the records of the corporation with postage prepaid
at least five days before the meeting.

               3.7.3       DELIVERY BY PRIVATE CARRIER

      If notice is given by private carrier, the notice shall be deemed
effective when dispatched to a Director at his or her address shown on the
records of the corporation at least three days before the meeting.

               3.7.4       FACSIMILE NOTICE

      If notice is delivered by wire or wireless equipment which transmits a
facsimile of the notice, the notice shall be deemed effective when dispatched at
least two days before the meeting to a Director at his or her telephone number
or other number appearing on the records of the corporation.

               3.7.5       DELIVERY BY TELEGRAPH

      If notice is delivered by telegraph, the notice shall be deemed effective
if the content thereof is delivered to the telegraph company at least two days
before the meeting for delivery to a Director at his or her address shown on the
records of the corporation.

               3.7.6       ORAL NOTICE

      If notice is delivered orally, by telephone or in person, the notice shall
be deemed effective if personally given to the Director at least two days before
the meeting.

      3.8      WAIVER OF NOTICE

               3.8.1       IN WRITING

      Whenever any notice is required to be given to any Director under the
provisions of these Bylaws, the Certificate of Incorporation or the DGCL, a
waiver thereof in writing, signed by the person or persons entitled to such
notice, whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice. Neither the business to be transacted
at, nor the purpose of, any regular or special meeting of the Board or any
committee appointed by the Board need be specified in the waiver of notice of
such meeting.

               3.8.2       BY ATTENDANCE

      The attendance of a Director at a Board or committee meeting shall
constitute a waiver of notice of such meeting, except when a Director attends a
meeting for the express


                                      -10-
<PAGE>   16
purpose of objecting, at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened.

      3.9      QUORUM

      A majority of the total number of Directors fixed by or in the manner
provided in these Bylaws or, if vacancies exist on the Board, a majority of the
total number of Directors then serving on the Board, provided, however, that
such number may be not less than one-third of the total number of Directors
fixed by or in the manner provided in these Bylaws, shall constitute a quorum
for the transaction of business at any Board meeting. If less than a majority
are present at a meeting, a majority of the Directors present may adjourn the
meeting from time to time without further notice.

      3.10     MANNER OF ACTING

      The act of the majority of the Directors present at a Board or committee
meeting at which there is a quorum shall be the act of the Board or committee,
unless the vote of a greater number is required by these Bylaws, the Certificate
of Incorporation or the DGCL.

      3.11     PRESUMPTION OF ASSENT

      A Director of the corporation present at a Board or committee meeting at
which action on any corporate matter is taken shall be presumed to have assented
to the action taken unless his or her dissent is entered in the minutes of the
meeting, or unless such Director files a written dissent to such action with the
person acting as the secretary of the meeting before the adjournment thereof, or
forwards such dissent by registered mail to the Secretary of the corporation
immediately after the adjournment of the meeting. A Director who voted in favor
of such action may not dissent.

      3.12     ACTION BY BOARD OR COMMITTEES WITHOUT A MEETING

      Any action which could be taken at a meeting of the Board or of any
committee appointed by the Board may be taken without a meeting if a written
consent setting forth the action so taken is signed by each of the Directors or
by each committee member. Any such written consent shall be inserted in the
minute book as if it were the minutes of a Board or a committee meeting.

      3.13     RESIGNATION

      Any Director may resign at any time by delivering written notice to the
Chairman of the Board, the President, the Secretary or the Board, or to the
registered office of the corporation. Any such resignation shall take effect at
the time specified therein, or if the time is not specified, upon delivery
thereof and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.


                                      -11-
<PAGE>   17
      3.14     REMOVAL

      At a meeting of stockholders called expressly for that purpose, one or
more members of the Board (including the entire Board) may be removed only for
cause, by a vote of the holders of a majority, or such greater number as may be
required by the Certificate of Incorporation, of the shares then entitled to
vote on the election of Directors.

      3.15     VACANCIES

      Any vacancy occurring on the Board may be filled by the affirmative vote
of a majority of the remaining Directors though less than a quorum of the Board.
A Director elected to fill a vacancy shall be elected for the unexpired term of
his or her predecessor in office. Any directorship to be filled by reason of an
increase in the number of Directors may be filled by the Board for a term of
office continuing only until the next election of the class for which such
Director shall have been chosen, and until his or her successor shall be elected
and qualify.

      3.16     COMMITTEES

               3.16.1      CREATION AND AUTHORITY OF COMMITTEES

      The Board may appoint standing or temporary committees, each committee to
consist of one or more Directors of the corporation. The Board may designate one
or more Directors as alternate members of any committee, who may replace any
absent or disqualified member at any meeting of the committee. In the absence or
disqualification of a member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not such
member or members constitute a quorum, may unanimously appoint another member of
the Board 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 establishing such committee or as otherwise provided in these Bylaws,
shall have and may exercise all the powers and authority of the Board in the
management of the business and affairs of the corporation, and may authorize the
seal of the corporation to be affixed to all papers which require it; but no
such committee shall have the power or authority in reference to (a) approving
or adopting, or recommending to the stockholders, any action or matter expressly
required by the DGCL to be submitted to stockholders for approval or (b)
adopting, amending or repealing the Bylaws of the corporation.

               3.16.2      AUDIT COMMITTEE

      In addition to any committees appointed pursuant to this Section 3.16,
there shall be an Audit Committee, appointed annually by the Board, consisting
of at least two Directors who are not members of management. It shall be the
responsibility of the Audit Committee to review the scope and results of the
annual independent audit of books and records of the corporation, to review
compliance with all corporate policies which have been approved by the Board and
to discharge such other responsibilities as may from time to time be assigned to


                                      -12-
<PAGE>   18
it by the Board. The Audit Committee shall meet at such times and places as the
members deem advisable, and shall make such recommendations to the Board as they
consider appropriate.

               3.16.3      COMPENSATION COMMITTEE

      The Board may, in its discretion, designate a Compensation Committee
consisting of not less than two Directors as it may from time to time determine.
The duties of the Compensation Committee shall consist of the following: (a) to
establish and review periodically, but not less than annually, the compensation
of the officers of the corporation and to make recommendations concerning such
compensation to the Board; (b) to consider incentive compensation plans for the
employees of the corporation; (c) to carry out the duties assigned to the
Compensation Committee under any stock option plan or other plan approved by the
corporation; (d) to consult with the President concerning any compensation
matters deemed appropriate by the President or the Compensation Committee; and
(e) to perform such other duties as shall be assigned to the Compensation
Committee by the Board.

               3.16.4      NOMINATING AND ORGANIZATION COMMITTEE

      The Board may, in its discretion, designate a Nominating and Organization
Committee consisting of not less than two Directors as it may from time to time
determine. The duties of the Nominating and Organization Committee shall consist
of the following: (a) to report and make recommendations to the Board on the
size and composition of the Board and nominees for Directors; (b) to evaluate
the performance of the officers of the corporation and together with management,
select and recommend to the Board appropriate individuals for election,
appointment and promotion as officers of the corporation and ensure the
continuity of capable management; (c) to report and make recommendations to the
Board on the organization of the corporation; and (d) to perform such other
duties as shall be assigned to the Nominating and Organization Committee by the
Board.

               3.16.5      MINUTES OF MEETINGS

      All committees so appointed shall keep regular minutes of their meetings
and shall cause them to be recorded in books kept for that purpose.

               3.16.6      QUORUM AND MANNER OF ACTING

      A majority of the number of Directors composing any committee of the
Board, as established and fixed by resolution of the Board, shall constitute a
quorum for the transaction of business at any meeting of such committee but, if
less than a majority are present at a meeting, a majority of such Directors
present may adjourn the meeting from time to time without further notice. The
act of a majority of the members of a committee present at a meeting at which a
quorum is present shall be the act of such committee.


                                      -13-
<PAGE>   19
               3.16.7      RESIGNATION

      Any member of any committee may resign at any time by delivering written
notice thereof to the Chairman of the Board, the President, the Secretary, the
Board or the Chairman of such committee. Any such resignation shall take effect
at the time specified therein, or if the time is not specified, upon delivery
thereof and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.

               3.16.8      REMOVAL

      The Board may remove from office any member of any committee elected or
appointed by it or by an Executive Committee, but only by the affirmative vote
of not less than a majority of the number of Directors fixed by or in the manner
provided in these Bylaws.

      3.17     COMPENSATION

      By Board resolution, Directors and committee members may be paid their
expenses, if any, of attendance at each Board or committee meeting, or a fixed
sum for attendance at each Board or committee meeting, or a stated salary as
Director or a committee member, or a combination of the foregoing. No such
payment shall preclude any Director or committee member from serving the
corporation in any other capacity and receiving compensation therefor.

SECTION 4.  OFFICERS

      4.1      NUMBER

      The officers of the corporation shall be a President, a Secretary and a
Treasurer, each of whom shall be elected by the Board. One or more Vice
Presidents and such other officers and assistant officers, including a Chairman
of the Board, may be elected or appointed by the Board, such officers and
assistant officers to hold office for such period, have such authority and
perform such duties as are provided in these Bylaws or as may be provided by
resolution of the Board. Any officer may be assigned by the Board any additional
title that the Board deems appropriate. The Board may delegate to any officer or
agent the power to appoint any such subordinate officers or agents and to
prescribe their respective terms of office, authority and duties. Any two or
more offices may be held by the same person.

      4.2      ELECTION AND TERM OF OFFICE

      The officers of the corporation shall be elected annually by the Board at
the Board meeting held after the annual meeting of the stockholders. If the
election of officers is not held at such meeting, such election shall be held as
soon thereafter as a Board meeting conveniently may be held. Unless an officer
dies, resigns or is removed from office, he or she shall hold office until the
next annual meeting of the Board or until his or her successor is elected.


                                      -14-
<PAGE>   20
      4.3      RESIGNATION

      Any officer may resign at any time by delivering written notice to the
Chairman of the Board, the President, a Vice President, the Secretary or the
Board. Any such resignation shall take effect at the time specified therein, or
if the time is not specified, upon delivery thereof and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.

      4.4      REMOVAL

      Any officer or agent elected or appointed by the Board may be removed by
the Board whenever in its judgment the best interests of the corporation would
be served thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed.

      4.5      VACANCIES

      A vacancy in any office because of death, resignation, removal,
disqualification, creation of a new office or any other cause may be filled by
the Board for the unexpired portion of the term, or for a new term established
by the Board.

      4.6      CHAIRMAN OF THE BOARD

      If elected, the Chairman of the Board shall perform such duties as shall
be assigned to him or her by the Board from time to time and shall preside over
meetings of the Board and stockholders unless another officer is appointed or
designated by the Board as Chairman of such meeting.

      4.7      PRESIDENT

      The President shall be the chief executive officer of the corporation
unless some other officer is so designated by the Board, shall preside over
meetings of the Board and stockholders in the absence of a Chairman of the Board
and, subject to the Board's control, shall supervise and control all of the
assets, business and affairs of the corporation. The President may sign
certificates for shares of the corporation, deeds, mortgages, bonds, contracts
or other instruments, except when the signing and execution thereof have been
expressly delegated by the Board or by these Bylaws to some other officer or
agent of the corporation or are required by law to be otherwise signed or
executed by some other officer or in some other manner. In general, the
President shall perform all duties incident to the office of President and such
other duties as are prescribed by the Board from time to time.

      4.8      VICE PRESIDENT

      In the event of the death of the President or his or her inability to act,
the Vice President (or if there is more than one Vice President, the Vice
President who was designated by the Board as the successor to the President, or
if no Vice President is so designated, the


                                      -15-
<PAGE>   21
Vice President first elected to such office) shall perform the duties of the
President, except as may be limited by resolution of the Board, with all the
powers of and subject to all the restrictions upon the President. Any Vice
President may sign with the Secretary or any Assistant Secretary certificates
for shares of the corporation. Vice Presidents shall have, to the extent
authorized by the President or the Board, the same powers as the President to
sign deeds, mortgages, bonds, contracts or other instruments. Vice Presidents
shall perform such other duties as from time to time may be assigned to them by
the President or by the Board.

      4.9      SECRETARY

      The Secretary shall be responsible for preparation of minutes of meetings
of the Board and stockholders, maintenance of the corporation's records and
stock registers, and authentication of the corporation's records and shall in
general perform all duties incident to the office of Secretary and such other
duties as from time to time may be assigned to him or her by the President or by
the Board. In the absence of the Secretary, an Assistant Secretary may perform
the duties of the Secretary.

      4.10     TREASURER

      If required by the Board, the Treasurer shall give a bond for the faithful
discharge of his or her duties in such amount and with such surety or sureties
as the Board shall determine. The Treasurer shall have charge and custody of and
be responsible for all funds and securities of the corporation; receive and give
receipts for moneys due and payable to the corporation from any source
whatsoever, and deposit all such moneys in the name of the corporation in banks,
trust companies or other depositories selected in accordance with the provisions
of these Bylaws; sign certificates for shares of the corporation; and in general
perform all of the duties incident to the office of Treasurer and such other
duties as from time to time may be assigned to him or her by the President or by
the Board. In the absence of the Treasurer, an Assistant Treasurer may perform
the duties of the Treasurer.

      4.11     SALARIES

      The salaries of the officers shall be fixed from time to time by the Board
or by any person or persons to whom the Board has delegated such authority. No
officer shall be prevented from receiving such salary by reason of the fact that
he or she is also a Director of the corporation.

SECTION 5.  CONTRACTS, LOANS, CHECKS AND DEPOSITS

      5.1      CONTRACTS

      The Board may authorize any officer or officers, or agent or agents, to
enter into any contract or execute and deliver any instrument in the name of and
on behalf of the corporation. Such authority may be general or confined to
specific instances.


                                      -16-
<PAGE>   22
      5.2      LOANS TO THE CORPORATION

      No loans shall be contracted on behalf of the corporation and no evidences
of indebtedness shall be issued in its name unless authorized by a resolution of
the Board. Such authority may be general or confined to specific instances.

      5.3      CHECKS, DRAFTS, ETC.

      All checks, drafts or other orders for the payment of money, notes or
other evidences of indebtedness issued in the name of the corporation shall be
signed by such officer or officers, or agent or agents, of the corporation and
in such manner as is from time to time determined by resolution of the Board.

      5.4      DEPOSITS

      All funds of the corporation not otherwise employed shall be deposited
from time to time to the credit of the corporation in such banks, trust
companies or other depositories as the Board may select.

SECTION 6.  CERTIFICATES FOR SHARES AND THEIR TRANSFER

      6.1      ISSUANCE OF SHARES

      No shares of the corporation shall be issued unless authorized by the
Board, which authorization shall include the maximum number of shares to be
issued and the consideration to be received for each share.

      6.2      CERTIFICATES FOR SHARES

      Certificates representing shares of the corporation shall be signed by the
Chairman of the Board or a Vice Chairman of the Board, if any, or the President
or a Vice President and by the Treasurer or an Assistant Treasurer or the
Secretary or an Assistant Secretary, any of whose signatures may be a facsimile.
The Board may in its discretion appoint responsible banks or trust companies
from time to time to act as transfer agents and registrars of the stock of the
corporation; and, when such appointments shall have been made, no stock
certificate shall be valid until countersigned by one of such transfer agents
and registered by one of such registrars. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent or registrar
before such certificate is issued, it may be issued by the corporation with the
same effect as if such person was such officer, transfer agent or registrar at
the date of issue. All certificates shall include on their face written notice
of any restrictions which may be imposed on the transferability of such shares
and shall be consecutively numbered or otherwise identified.


                                      -17-
<PAGE>   23
      6.3      STOCK RECORDS

      The stock transfer books shall be kept at the registered office or
principal place of business of the corporation or at the office of the
corporation's transfer agent or registrar. The name and address of each person
to whom certificates for shares are issued, together with the class and number
of shares represented by each such certificate and the date of issue thereof,
shall be entered on the stock transfer books of the corporation. The person in
whose name shares stand on the books of the corporation shall be deemed by the
corporation to be the owner thereof for all purposes.

      6.4      TRANSFER OF SHARES

      The transfer of shares of the corporation shall be made only on the stock
transfer books of the corporation pursuant to authorization or document of
transfer made by the holder of record thereof or by his or her legal
representative, who shall furnish proper evidence of authority to transfer, or
by his or her attorney-in-fact authorized by power of attorney duly executed and
filed with the Secretary of the corporation. All certificates surrendered to the
corporation for transfer shall be cancelled and no new certificate shall be
issued until the former certificates for a like number of shares shall have been
surrendered and cancelled.

      6.5      LOST OR DESTROYED CERTIFICATES

      In the case of a lost, destroyed or mutilated certificate, a new
certificate may be issued therefor upon such terms and indemnity to the
corporation as the Board may prescribe.

SECTION 7. BOOKS AND RECORDS

      The corporation shall keep correct and complete books and records of
account, stock transfer books, minutes of the proceedings of its stockholders
and Board and such other records as may be necessary or advisable.

SECTION 8. ACCOUNTING YEAR

      The accounting year of the corporation shall be the calendar year,
provided that if a different accounting year is at any time selected for
purposes of federal income taxes, the accounting year shall be the year so
selected.

SECTION 9. SEAL

      The seal of the corporation, if any, shall consist of the name of the
corporation, the state of its incorporation and the year of its incorporation.


                                      -18-
<PAGE>   24
SECTION 10. INDEMNIFICATION

      10.1     RIGHT TO INDEMNIFICATION

      Each person who was or is made a party or is threatened to be made a party
to or is otherwise involved (including, without limitation, as a witness) in any
actual or threatened action, suit or proceeding, whether civil, criminal,
administrative or investigative (hereinafter a "proceeding"), by reason of the
fact that he or she is or was a Director or officer of the corporation or that,
being or having been such a Director or officer or an employee of the
corporation, he or she is or was serving at the request of the corporation as a
Director, officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to an
employee benefit plan (hereinafter an "indemnitee"), whether the basis of such
proceeding is alleged action in an official capacity as such a Director,
officer, employee or agent or in any other capacity while serving as such a
Director, officer, employee or agent, shall be indemnified and held harmless by
the corporation to the full extent permitted by the DGCL, as the same exists or
may hereafter be amended (but, in the case of any such amendment, only to the
extent that such amendment permits the corporation to provide broader
indemnification rights than permitted prior thereto), or by other applicable law
as then in effect, against all expense, liability and loss (including attorneys'
fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in
settlement) actually and reasonably incurred or suffered by such indemnitee in
connection therewith and such indemnification shall continue as to an indemnitee
who has ceased to be a Director, officer, employee or agent and shall inure to
the benefit of the indemnitee's heirs, executors and administrators; provided,
however, that except as provided in subsection 10.2 hereof with respect to
proceedings seeking to enforce rights to indemnification, the corporation shall
indemnify any such indemnitee in connection with a proceeding (or part thereof)
initiated by such indemnitee only if such proceeding (or part thereof) was
authorized or ratified by the Board. The right to indemnification conferred in
this subsection 10.1 shall be a contract right and shall include the right to be
paid by the corporation the expenses incurred in defending any such proceeding
in advance of its final disposition (hereinafter an "advancement of expenses");
provided, however, that if the DGCL requires, an advancement of expenses
incurred by an indemnitee in his or her capacity as a Director or officer (and
not in any other capacity in which service was or is rendered by such
indemnitee, including, without limitation, service to an employee benefit plan)
shall be made only upon delivery to the corporation of an undertaking
(hereinafter an "undertaking"), by or on behalf of such indemnitee, to repay all
amounts so advanced if it shall ultimately be determined by final judicial
decision from which there is no further right to appeal that such indemnitee is
not entitled to be indemnified for such expenses under this subsection 10.1 or
otherwise.

      10.2     RIGHT OF INDEMNITEE TO BRING SUIT

      If a claim under subsection 10.1 hereof is not paid in full by the
corporation within 60 days after a written claim has been received by the
corporation, except in the case of a claim for an advancement of expenses, in
which case the applicable period shall be twenty days, the indemnitee may at any
time thereafter bring suit against the corporation to recover the unpaid


                                      -19-
<PAGE>   25
amount of the claim. If successful in whole or in part in any such suit, or in a
suit brought by the corporation to recover an advancement of expenses pursuant
to the terms of an undertaking, the indemnitee shall be entitled to be paid also
the expense of prosecuting or defending such suit. The indemnitee shall be
presumed to be entitled to indemnification under this Section upon submission of
a written claim (and, in an action brought to enforce a claim for an advancement
of expenses, where the required undertaking, if any is required, has been
tendered to the corporation), and thereafter the corporation shall have the
burden of proof to overcome the presumption that the indemnitee is not so
entitled. Neither the failure of the corporation (including its Board,
independent legal counsel or its stockholders) to have made a determination
prior to the commencement of such suit that indemnification of the indemnitee is
proper in the circumstances nor an actual determination by the corporation
(including its Board, independent legal counsel or its stockholders) that the
indemnitee is not entitled to indemnification shall be a defense to the suit or
create a presumption that the indemnitee is not so entitled.

      10.3     NONEXCLUSIVITY OF RIGHTS

      The rights to indemnification and to the advancement of expenses conferred
in this Section shall not be exclusive of any other right which any person may
have or hereafter acquire under any statute, agreement, vote of stockholders or
disinterested Directors, provisions of the Certificate of Incorporation or
Bylaws of the corporation or otherwise. Notwithstanding any amendment to or
repeal of this Section, any indemnitee shall be entitled to indemnification in
accordance with the provisions hereof with respect to any acts or omissions of
such indemnitee occurring prior to such amendment or repeal.

      10.4     INSURANCE, CONTRACTS AND FUNDING

      The corporation may maintain insurance, at its expense, to protect itself
and any Director, officer, employee or agent of the corporation or another
corporation, partnership, joint venture, trust or other enterprise against any
expense, liability or loss, whether or not the corporation would have the power
to indemnify such person against such expense, liability or loss under the DGCL.
The corporation, without further stockholder approval, may enter into contracts
with any Director, officer, employee or agent in furtherance of the provisions
of this Section and may 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 amounts as may be necessary to effect indemnification as
provided in this Section.

      10.5     INDEMNIFICATION OF EMPLOYEES AND AGENTS OF THE CORPORATION

      The corporation may, by action of the Board, grant rights to
indemnification and advancement of expenses to employees or agents or groups of
employees or agents of the corporation with the same scope and effect as the
provisions of this Section with respect to the indemnification and advancement
of expenses of Directors and officers of the corporation; provided, however,
that an undertaking shall be made by an employee or agent only if required by
the Board.


                                      -20-
<PAGE>   26
      10.6     PERSONS SERVING OTHER ENTITIES

      Any person who is or was a Director, officer or employee of the
corporation who is or was serving (a) as a Director or officer of another
corporation of which a majority of the shares entitled to vote in the election
of its Directors is held by the corporation or (b) in an executive or management
capacity in a partnership, joint venture, trust or other enterprise of which the
corporation or a wholly owned subsidiary of the corporation is a general partner
or has a majority ownership shall be deemed to be so serving at the request of
the corporation and entitled to indemnification and advancement of expenses
under subsection 10.1 hereof.

      10.7     PROCEDURES FOR THE SUBMISSION OF CLAIMS

      The Board may establish reasonable procedures for the submission of claims
for indemnification pursuant to this Section, determination of the entitlement
of any person thereto and review of any such determination. Such procedures
shall be set forth in an appendix to these Bylaws and shall be deemed for all
purposes to be a part hereof.

SECTION 11.  AMENDMENTS OR REPEAL

      The Board of Directors shall have the power to adopt, amend or repeal the
Bylaws of this corporation by the affirmative vote of two-thirds of the Board of
Directors; provided, however, the Board of Directors may not repeal or amend any
by-law that the stockholders have expressly provided may not be amended or
repealed by the Board of Directors. The stockholders shall also have the power
to adopt, amend or repeal the Bylaws of this corporation by the affirmative vote
of the holders of not less than two-thirds of the outstanding shares and, to the
extent, if any, provided by resolution or resolutions of the Board of Directors
providing for the issue of a series of Common or Preferred Stock, not less than
two-thirds of the outstanding shares entitled to vote thereon, voting as a
class.

      Notwithstanding any amendment to Section 10 hereof or repeal of these
Bylaws, or of any amendment or repeal of any of the procedures that may be
established by the Board pursuant to Section 10 hereof, any indemnitee shall be
entitled to indemnification in accordance with the provisions hereof and thereof
with respect to any acts or omissions of such indemnitee occurring prior to such
amendment or repeal.


      The foregoing Amended and Restated Bylaws were adopted by the Board of
Directors on September 24, 1996.



                                   /s/  Donald F. Seaton III
                                   ----------------------------------
                                   Secretary



                                      -21-