<PAGE>

                                                                    Exhibit 4(c)

                             AMENDED AND RESTATED
                                    BYLAWS
                                      OF
                      ELECTRONIC DATA SYSTEMS CORPORATION
                        (Adopted as of April 24, 2001)


                                   ARTICLE I
                                    OFFICES

1.1  Registered Office.  The registered office of Electronic Data Systems
     -----------------
     Corporation (the "Corporation") in the State of Delaware shall be 2711
     Centerville Road, Wilmington, Delaware 19808.  The name of the registered
     agent at such address is Corporation System Company.

1.2  Other Offices.  The Corporation may also have offices at such other places
     -------------
     both within and outside the State of Delaware as the Board of Directors of
     the Corporation (the "Board of Directors") may determine from time to time
     or as the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

2.1  Place of Meetings.  Meetings of stockholders of the Corporation shall be
     -----------------
     held at such place within or outside the State of Delaware as may be
     designated by the Board of Directors or the officer calling the meeting.

2.2  Annual Meeting.  The annual meeting of the stockholders of the Corporation
     --------------
     shall be held on the third Tuesday of May in each year, at ten o'clock a.m.
     or on such other date and at such other time as shall be determined by the
     Board of Directors and set forth in the notice of meeting, and on any
     subsequent day or days or later time to which such meeting may be
     adjourned, for the purposes of electing Directors of the Corporation and
     transacting such other business as may properly come before the meeting.
     The Board of Directors shall designate the place for the holding of such
     meeting, and at least 10 days' notice shall be given to the stockholders of
     the Corporation of the place so fixed.  If the day designated herein is a
     legal holiday, the annual meeting shall be held on the first succeeding day
     which is not a legal holiday.  If for any reason the annual meeting shall
     not be held on the day designated herein, the Board of Directors shall
     cause the annual meeting to be held as soon thereafter as may be
     convenient.  Failure to hold an annual meeting at the designated time or
     otherwise shall not work a dissolution of the Corporation.

2.3  Special Meetings.  Unless otherwise provided by the provisions of the
     ----------------
     General Corporation Law of the State of Delaware, or any successor statute
     (the "DGCL"), or by or pursuant to the Restated Certificate of
     Incorporation of the Corporation, as it may be further amended or restated
     from time to time, including pursuant to any resolution or resolutions
     adopted in accordance therewith by the Board of Directors providing for the
     establishment of one or more series of preferred stock of the Corporation
     (the

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<PAGE>

     "Certificate of Incorporation"), special meetings of the stockholders of
     the Corporation may be called at any time only by the Chairman of the Board
     of Directors or by the Board of Directors pursuant to a resolution approved
     by the affirmative vote of at least a majority of the Whole Board, and no
     such special meeting may be called by any other person or persons (the term
     "Whole Board" shall mean the total number of Directors of the Corporation
     as fixed in accordance with the Certificate of Incorporation, whether or
     not there exist any vacancies in previously authorized directorships). Upon
     written request of any person or persons referenced in the immediately
     preceding sentence who are authorized to call special meetings of the
     stockholders of the Corporation and who have duly called such a special
     meeting, it shall be the duty of the Secretary of the Corporation to fix
     the date of the meeting to be held not less than 10 nor more than 60 days
     after the receipt of the request and to give due notice thereof. If the
     Secretary shall neglect or refuse to fix the date of the meeting and give
     notice thereof, the person or persons calling the meeting may do so. Every
     special meeting of the stockholders of the Corporation shall be held at
     such place within or outside the State of Delaware as the Board of
     Directors or the officer calling the meeting may designate.

2.4  Notice of Meeting.  Unless otherwise provided by the DGCL, whenever
     -----------------
     stockholders of the Corporation are required or permitted to take any
     action at a meeting, written or printed notice of the meeting, stating the
     place, date and hour of the meeting, and, in the case of a special meeting,
     the purpose or purposes for which the meeting is called, shall be delivered
     not less than 10 nor more than 60 days before the date of the meeting,
     either personally or by mail, by or at the direction of the Chairman of the
     Board, the Chief Executive Officer or the Secretary of the Corporation, to
     each stockholder of the Corporation entitled to vote at such meeting.  If
     mailed, such notice shall be deemed to be delivered when deposited in the
     United States mail addressed to a stockholder of the Corporation at such
     stockholder's address as it appears on the stock transfer records of the
     Corporation, with postage thereon prepaid.  Notice of any meeting of
     stockholders of the Corporation need not be given to any stockholder of the
     Corporation if waived by him in writing in accordance with Section 7.3
     hereof.  In addition, attendance at a meeting of the stockholders of the
     Corporation shall constitute a waiver of notice of such meeting, except
     when a stockholder of the Corporation attends a meeting for the express
     purpose of objecting (and so expresses such objection at the beginning of
     the meeting) to the transaction of any business on the ground that the
     meeting is not lawfully called or convened.

2.5  Registered Holders of Shares; Closing of Share Transfer Records; and Record
     ---------------------------------------------------------------------------
     Date.
     ----

     (a)  Registered Holders as Owners.  Unless otherwise provided by Delaware
          ----------------------------
          law, the Corporation may regard the person in whose name any shares
          issued by the Corporation are registered in the stock transfer records
          of the Corporation at any particular time (including, without
          limitation, as of a record date fixed pursuant to Section 2.5(b)
          hereof) as the owner of such shares at that time for purposes of
          voting such shares, receiving distributions thereon or notices in
          respect thereof, transferring such shares, exercising rights of
          dissent with respect to such shares, entering into agreements with
          respect to such shares, or giving proxies with respect to such shares;
          and neither the Corporation nor any of its officers, Directors,
          employees or agents shall be liable for regarding that person to be
          the

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          owner of such shares at that time for those purposes, regardless of
          whether that person possesses a certificate for such shares.

     (b)  Record Date.  For the purpose of determining stockholders of the
          -----------
          Corporation entitled to notice of or to vote at any meeting of
          stockholders of the Corporation or any adjournment thereof, or
          entitled to receive a distribution by the Corporation (other than a
          distribution involving a purchase or redemption by the Corporation of
          any of its own shares) or a share dividend, or in order to make a
          determination of stockholders of the Corporation for any other proper
          purpose, the Board of Directors may fix in advance a date as the
          record date for any such determination of stockholders of the
          Corporation, such date in any case to be not more than 60 days, and in
          the case of a meeting of stockholders of the Corporation, not less
          than 10 days, prior to the date on which the particular action
          requiring such determination of stockholders of the Corporation is to
          be taken.  The Board of Directors shall not close the books of the
          Corporation against transfers of shares during the whole or any part
          of such period.

2.6  Quorum of Stockholders; Adjournment.  Unless otherwise provided by the DGCL
     -----------------------------------
     or the Certificate of Incorporation, a majority of the outstanding shares
     of all classes or series of capital stock of the Corporation entitled to
     vote, present in person or represented by proxy, shall constitute a quorum
     at any meeting of the stockholders of the Corporation, and the stockholders
     of the Corporation present at any duly convened meeting may continue to do
     business at such meeting or at any adjournment thereof notwithstanding any
     withdrawal from the meeting of holders of shares counted in determining the
     existence of a quorum.  Unless otherwise provided by the Certificate of
     Incorporation or these Bylaws, any meeting of the stockholders of the
     Corporation may be adjourned from time to time, without notice other than
     by announcement at the meeting at which such adjournment is taken, and at
     any such adjourned meeting at which a quorum shall be present any action
     may be taken that could have been taken at the meeting originally called;
     provided, however, that if the adjournment is for more than 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 adjourned meeting.

2.7  Voting by Stockholders.
     ----------------------

     (a)  Voting on Matters Other Than the Election of Directors.  With respect
          ------------------------------------------------------
          to any matters as to which no other voting requirement is specified by
          the DGCL, the Certificate of Incorporation or these Bylaws, the
          affirmative vote required for stockholder action shall be that of at
          least a majority of the shares present in person or represented by
          proxy at the meeting (as counted for purposes of determining the
          existence of a quorum at the meeting).  In the case of a matter
          submitted for a vote of the stockholders of the Corporation as to
          which a stockholder approval requirement is applicable under the
          stockholder approval policy of the New York Stock Exchange or any
          other exchange or quotation system on which the shares of any class or
          series of capital stock of the Corporation is traded or quoted, the
          requirements of Rule 16b-3 promulgated under the Securities Exchange
          Act of 1934, as amended (the "Exchange Act"), or any other rule
          promulgated under the Exchange Act requiring a vote of

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<PAGE>

          stockholders, or any provision of the Internal Revenue Code, in each
          case for which no higher voting requirement is specified by the DGCL,
          the Certificate of Incorporation or these Bylaws, the vote required
          for approval shall be the requisite vote specified in such stockholder
          approval policy, Rule 16b-3 or such other rule promulgated under the
          Exchange Act or Internal Revenue Code provision, as the case may be
          (or the highest such requirement if more than one is applicable). For
          the approval of the appointment of independent public accountants (if
          submitted for a vote of the stockholders of the Corporation), the vote
          required for approval shall be at least a majority of the votes cast
          on the matter.

     (b)  Voting in the Election of Directors.  Unless otherwise provided by or
          -----------------------------------
          pursuant to the Certificate of Incorporation or these Bylaws in
          accordance with the DGCL, at a meeting of stockholders of the
          Corporation at which a quorum is present, Directors of the Corporation
          shall be elected by a plurality of the votes cast by holders of
          outstanding shares of all classes or series of capital stock of the
          Corporation entitled to vote in the election of Directors of the
          Corporation.

2.8  Stockholder Proposals.  At an annual meeting of stockholders of the
     ---------------------
     Corporation, only such business shall be conducted, and only such proposals
     shall be acted upon, as shall have been properly brought before such annual
     meeting.  To be properly brought before an annual meeting, business or
     proposals must (i) be specified in the notice relating to the meeting (or
     any supplement thereto) given by or at the direction of the Board of
     Directors in accordance with Section 2.4 hereof or (ii) be properly brought
     before the meeting by a stockholder of the Corporation who (A) is a
     stockholder of record at the time of the giving of such stockholder's
     notice provided for in this Section 2.8, (B) shall be entitled to vote at
     the annual meeting and (C) complies with the requirements of this Section
     2.8, and otherwise be proper subjects for stockholder action and be
     properly introduced at the annual meeting.  For a proposal to be properly
     brought before an annual meeting by a stockholder of the Corporation, in
     addition to any other applicable requirements, such stockholder must have
     given timely advance notice thereof in writing to the Secretary of the
     Corporation.  To be timely, such stockholder's notice must be delivered to,
     or mailed and received at, the principal executive offices of the
     Corporation not less than 90 days nor more than 270 days prior to the
     scheduled annual meeting date, regardless of any postponements, deferrals
     or adjournments of such annual meeting to a later date; provided, however,
     that if the scheduled annual meeting date differs from the annual meeting
     date prescribed by these Bylaws as in effect on the date of the next
     preceding annual meeting of stockholders of the Corporation and if less
     than 100 days' prior notice or public disclosure of the scheduled annual
     meeting date is given or made, notice by such stockholder, to be timely,
     must be so delivered or received not later than the close of business on
     the 10th day following the earlier of the day on which the notice of such
     meeting was mailed to stockholders of the Corporation or the day on which
     such public disclosure was made.  Any such stockholder's notice to the
     Secretary of the Corporation shall set forth as to each matter such
     stockholder proposes to bring before the annual meeting (i) a description
     of the proposal desired to be brought before the annual meeting and the
     reasons for conducting such business at the annual meeting, (ii) the name
     and address, as they appear on the Corporation's books, of such stockholder
     proposing such business and any other stockholders of the Corporation known
     by such stockholder to be in favor of such proposal, (iii) the number of
     shares of each class or

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<PAGE>

     series of capital stock of the Corporation Beneficially Owned (as defined
     below) by such stockholder on the date of such notice and (iv) any material
     interest of such stockholder in such proposal. A person shall be the
     "beneficial owner" of any shares of any class or series of capital stock of
     the Corporation of which such person would be the beneficial owner pursuant
     to the terms of Rule 13d-3 promulgated under the Exchange Act as in effect
     on March 12, 1996; stock shall be deemed "Beneficially Owned" by the
     beneficial owner or owners thereof. The presiding officer of the meeting of
     stockholders of the Corporation shall determine whether the requirements of
     this Section 2.8 have been met with respect to any stockholder proposal. If
     the presiding officer determines that any stockholder proposal was not made
     in accordance with the terms of this Section 2.8, he shall so declare at
     the meeting and any such proposal shall not be acted upon at the meeting.
     At a special meeting of stockholders of the Corporation, only such business
     shall be conducted, and only such proposals shall be acted upon, as shall
     have been properly brought before such special meeting. To be properly
     brought before such a special meeting, business or proposals must (i) be
     specified in the notice relating to the meeting (or any supplement thereto)
     given by or at the direction of the Board of Directors in accordance with
     Section 2.4 hereof or (ii) constitute matters incident to the conduct of
     the meeting as the presiding officer of the meeting shall determine to be
     appropriate. In addition to the foregoing provisions of this Section 2.8, a
     stockholder of the Corporation shall also comply with all applicable
     requirements of the Exchange Act and the rules and regulations promulgated
     thereunder with respect to the matters set forth in this Section 2.8.

                                  ARTICLE III

                                   DIRECTORS

3.1  Number, Classification and Tenure.
     ---------------------------------

     (a)  The powers of the Corporation shall be exercised by or under the
          authority of, and the business and affairs of the Corporation shall be
          managed by or under the direction of, the Board of Directors.  In
          addition to the authority and powers conferred upon the Board of
          Directors by the DGCL, the Certificate of Incorporation or these
          Bylaws, the Board of Directors is hereby authorized and empowered to
          exercise all such powers and do all such acts and things as may be
          exercised or done by the Corporation, subject to the provisions of the
          DGCL, the Certificate of Incorporation and any Bylaw of the
          Corporation adopted by the stockholders of the Corporation; provided,
          however, that no Bylaw of the Corporation hereafter adopted by the
          stockholders of the Corporation, nor any amendment thereto, shall
          invalidate any prior act of the Board of Directors that would have
          been valid if such Bylaw or amendment thereto had not been adopted.

     (b)  Except as otherwise provided by the Certificate of Incorporation or
          these Bylaws or to the extent prohibited by Delaware law, the Board of
          Directors shall have the right to establish the rights, powers,
          duties, rules and procedures that (i) from time to time shall govern
          the Board of Directors, including, without limiting the generality of
          the foregoing, the vote required for any action by the Board of

                                       5
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          Directors and (ii) from time to time shall affect the Directors' power
          to manage the business and affairs of the Corporation.

     (c)  Within the limits specified in the Certificate of Incorporation, and
          subject to such rights of holders of shares of one or more outstanding
          series of preferred stock of the Corporation to elect one or more
          Directors of the Corporation under circumstances as shall be provided
          by or pursuant to the Certificate of Incorporation, the number of
          Directors of the Corporation that shall constitute the Board of
          Directors shall be fixed from time to time exclusively by, and may be
          increased or decreased from time to time exclusively by, the
          affirmative vote of at least a majority of the Whole Board.

     (d)  Each Director of the Corporation shall hold office for the full term
          for which such Director is elected and until such Director's successor
          shall have been duly elected and qualified or until his earlier death,
          resignation or removal in accordance with the Certificate of
          Incorporation and these Bylaws.

     (e)  The Directors of the Corporation, other than those who may be elected
          by holders of shares of one or more outstanding series of preferred
          stock of the Corporation under circumstances as shall be provided by
          or pursuant to the Certificate of Incorporation, shall be divided into
          three classes as provided by the Certificate of Incorporation.

     (f)  Unless otherwise provided by or pursuant to the Certificate of
          Incorporation, newly created directorships resulting from any increase
          in the authorized number of Directors of the Corporation and any
          vacancies on the Board of Directors resulting from death, resignation
          or removal in accordance with the Certificate of Incorporation and
          these Bylaws shall be filled only by the affirmative vote of at least
          a majority of the remaining Directors of the Corporation then in
          office, even if such remaining Directors constitute less than a quorum
          of the Board of Directors.  Any Director of the Corporation elected in
          accordance with the preceding sentence shall hold office for the
          remainder of the full term of the class of Directors of the
          Corporation in which the new directorship was created or the vacancy
          occurred and until such Director's successor shall have been elected
          and qualified or until his earlier death, resignation or removal in
          accordance with the Certificate of Incorporation and these Bylaws.
          Unless otherwise provided by or pursuant to the Certificate of
          Incorporation, no decrease in the number of Directors of the
          Corporation constituting the Board of Directors shall shorten the term
          of any incumbent Director of the Corporation.  The term "Voting Stock"
          shall mean all outstanding shares of all classes and series of capital
          stock of the Corporation entitled to vote generally in the election of
          Directors of the Corporation, considered as one class; and, if the
          Corporation shall have shares of Voting Stock entitled to more or less
          than one vote for any such share, each reference in these Bylaws to a
          proportion or percentage in voting power of Voting Stock shall be
          calculated by reference to the portion or percentage of votes entitled
          to be cast by holders of such shares generally in the election of
          Directors of the Corporation.

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3.2  Qualifications.  Directors of the Corporation need not be residents of the
     --------------
     State of Delaware or stockholders of the Corporation.

3.3  Nomination of Directors.  Subject to such rights of holders of shares of
     -----------------------
     one or more outstanding series of preferred stock of the Corporation to
     elect one or more Directors of the Corporation under circumstances as shall
     be provided by or pursuant to the Certificate of Incorporation, only
     persons who are nominated in accordance with the procedures set forth in
     this Section 3.3 shall be eligible for election as, and to serve as,
     Directors of the Corporation.  Nominations of persons for election to the
     Board of Directors may be made only at an annual meeting of the
     stockholders of the Corporation at which Directors of the Corporation are
     to be elected (i) by or at the direction of the Board of Directors or (ii)
     by any stockholder of the Corporation who is a stockholder of record at the
     time of the giving of such stockholder's notice provided for in this
     Section 3.3, who shall be entitled to vote at such meeting in the election
     of Directors of the Corporation and who complies with the requirements of
     this Section 3.3.  Any such nomination by a stockholder of the Corporation
     shall be preceded by timely advance notice in writing to the Secretary of
     the Corporation.  To be timely, such stockholder's notice must be delivered
     to, or mailed and received at, the principal executive offices of the
     Corporation not less than 90 days nor more than 270 days prior to the
     scheduled annual meeting date, regardless of any postponements, deferrals
     or adjournments of such annual meeting to a later date; provided, however,
     that if the scheduled annual meeting date differs from the annual meeting
     date prescribed by these Bylaws as in effect on the date of the next
     preceding annual meeting of stockholders of the Corporation and if less
     than 100 days' prior  notice or public disclosure of the scheduled meeting
     date is given or made, notice by such stockholder, to be timely, must be so
     delivered or received not later than the close of business on the 10th day
     following the earlier of the day on which the notice of such meeting was
     mailed to stockholders of the Corporation or the day on which such public
     disclosure was made.  Any such stockholder's notice to the Secretary of the
     Corporation shall set forth (i) as to each person whom such stockholder
     proposes to nominate for election or re-election as a Director of the
     Corporation, (A) the name, age, business address and residence address of
     such person, (B) the principal occupation or employment of such person, (C)
     the number of shares of each class or series of capital stock of the
     Corporation Beneficially Owned by such person on the date of such notice
     and (D) any other information relating to such person that is required to
     be disclosed in solicitations of proxies for election of Directors of the
     Corporation, or is otherwise required, in each case pursuant to Regulation
     14A promulgated under the Exchange Act (including, without limitation, the
     written consent of such person to having such person's name placed in
     nomination at the meeting and to serve as a Director of the Corporation if
     elected), and (ii) as to such stockholder giving the notice, (A) the name
     and address, as they appear on the Corporation's books, of such stockholder
     and any other stockholders of the Corporation known by such stockholder to
     be in favor of such person being nominated and (B) the number of shares of
     each class or series of capital stock of the Corporation Beneficially Owned
     by such stockholder on the date of such notice.  The presiding officer of
     the meeting of stockholders of the Corporation shall determine whether the
     requirements of this Section 3.3 have been met with respect to any
     nomination or intended nomination.  If the presiding officer determines
     that any nomination was not made in accordance with the requirements of
     this Section 3.3, he shall so declare at the meeting and the defective
     nomination shall be disregarded.  In addition to the foregoing provisions
     of this Section 3.3, a stockholder of the Corporation

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     shall also comply with all applicable requirements of the Exchange Act and
     the rules and regulations promulgated thereunder with respect to the
     matters set forth in this Section 3.3.

3.4  Place of Meeting.  Meetings of the Board of Directors, regular or special,
     ----------------
     may be held either within or outside of the State of Delaware, at whatever
     place is specified by the person or persons calling the meeting.  In the
     absence of specific designation, the meetings shall be held at the
     principal office of the Corporation.

3.5  Regular Meetings.  Regular meetings of the Board of Directors shall be held
     ----------------
     at such place or places within or outside the State of Delaware, at such
     hour and on such day as may be fixed by resolution of the Board of
     Directors, without further notice of such meetings.  The time or place of
     holding regular meetings of the Board of Directors may be changed by the
     Chairman of the Board or the Chief Executive Officer by giving written
     notice thereof as provided by Section 3.7 hereof.

3.6  Special Meetings.  Special meetings of the Board of Directors shall be
     ----------------
     held, whenever called by the Chairman of the Board or the Chief Executive
     Officer or Directors of the Corporation constituting at least a majority of
     the Whole Board, at such place or places within or outside the State of
     Delaware as may be stated in the notice of the meeting.

3.7  Attendance at and Notice of Meetings.  Written notice of the time and place
     ------------------------------------
     of, and general nature of the business to be transacted at, all special
     meetings of the Board of Directors, and written notice of any change in the
     time or place of holding the regular meetings of the Board of Directors,
     shall be given to each Director of the Corporation personally or by mail or
     by telegraph, telecopier or similar communication at least one day before
     the day of the meeting; provided, however, that notice of any meeting need
     not be given to any Director of the Corporation if waived by him in writing
     in accordance with Section 7.3 hereof, or if he shall be present at such
     meeting.  Attendance at a meeting of the Board of Directors shall
     constitute presence in person at such meeting, except when a Director of
     the Corporation attends a meeting for the express purpose of objecting (and
     so expresses such objection at the beginning of the meeting) to the
     transaction of any business on the ground that the meeting is not lawfully
     called or convened.

3.8  Quorum of and Action by Directors.  A majority of the Directors of the
     ---------------------------------
     Corporation in office (i.e., excluding any directorships in which vacancies
     may exist) shall constitute a quorum of the Board of Directors for the
     transaction of business; but a lesser number may adjourn from day to day
     until a quorum is present.  Unless otherwise required by the Certificate of
     Incorporation, the DGCL or these Bylaws, the affirmative vote of at least a
     majority of the Directors of the Corporation present at a meeting at which
     a quorum is present, shall be the act of the Board of Directors.

3.9  Board and Committee Action Without a Meeting.  Unless otherwise restricted
     --------------------------------------------
     by the Certificate of Incorporation or these Bylaws, any action required or
     permitted to be taken at a meeting of the Board of Directors or any
     committee thereof may be taken without a meeting if a consent in writing,
     setting forth the action so taken, is signed by all the Directors of the
     Corporation or members of such committee, as the case may be, and shall be
     filed with the Secretary of the Corporation.

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<PAGE>

3.10 Board and Committee Telephone Meetings.  Subject to the provisions
     --------------------------------------
     required or permitted by the DGCL for notice of meetings, unless otherwise
     restricted by the Certificate of Incorporation or these Bylaws, Directors
     of the Corporation, or members of any committee designated by the Board of
     Directors, may participate in and hold a meeting of such Board of Directors
     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, and participation in a meeting pursuant to this Section
     3.10 shall constitute presence in person at such meeting, except where a
     person participates in the meeting for the express purpose of objecting
     (and so expresses such objection at the beginning of the meeting) to the
     transaction of any business on the ground that the meeting is not lawfully
     called or convened.

3.11 Compensation.  Directors of the Corporation shall receive such
     ------------
     compensation for their services as shall be determined by the Board of
     Directors.

3.12 Removal.
     -------

     (a)  No Director of the Corporation shall be removed from such office by
          vote or other action of the stockholders of the Corporation or
          otherwise, except by the affirmative vote of holders of at least a
          majority of the then outstanding Voting Stock, voting together as a
          single class.  No Director of the Corporation shall be removed from
          such office by vote or other action of the stockholders of the
          Corporation or otherwise, except for cause, which shall be deemed to
          exist only if:  (i) such Director has been convicted, or such Director
          is granted immunity to testify where another has been convicted, of a
          felony by a court of competent jurisdiction (and such conviction is no
          longer subject to direct appeal); (ii) such Director has been found by
          a court of competent jurisdiction (and such finding is no longer
          subject to direct appeal) or by the affirmative vote of at least a
          majority of the Whole Board at any regular or special meeting of the
          Board of Directors called for such purpose to have been grossly
          negligent or guilty of willful misconduct in the performance of his
          duties to the Corporation in a matter of substantial importance to the
          Corporation; (iii) such Director has been adjudicated by a court of
          competent jurisdiction to be mentally incompetent, which mental
          incompetency directly affects his ability to perform as a Director of
          the Corporation; (iv) such Director has been found by a court of
          competent jurisdiction (and such finding is no longer subject to
          direct appeal) or by the affirmative vote of at least a majority of
          the Whole Board at any regular or special meeting of the Board of
          Directors called for such purpose to have breached such Director's
          duty of loyalty to the Corporation or its stockholders or to have
          engaged in any transaction with the Corporation from which such
          Director derived an improper personal benefit; or (v) "cause" for
          removal otherwise exists under Section 141(k)(1) of the DGCL.  No
          Director of the Corporation so removed may be nominated, re-elected or
          reinstated as a Director of the Corporation so long as the cause for
          removal continues to exist.  Any proposal by a stockholder of the
          Corporation to remove a Director of the Corporation, in order to be
          validly acted upon at any meeting, shall comply with Section 2.8
          hereof.

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     (b)  Notwithstanding Section 3.12(a) hereof, whenever holders of shares of
          one or more outstanding series of preferred stock of the Corporation
          are entitled to elect one or more Directors of the Corporation under
          circumstances as shall be provided by or pursuant to the Certificate
          of Incorporation, any Director of the Corporation so elected may be
          removed in accordance with such provisions.

3.13 Committees of the Board of Directors.
     ------------------------------------

     (a)  The Board of Directors, by resolution adopted by the affirmative vote
          of at least a majority of the Board of Directors, may designate and
          appoint from among its members one or more committees, each of which
          shall be comprised of one or more of its members, and may designate
          one or more of its members as alternate members of any committee, who
          may, subject to any limitations by the Board of Directors, replace
          absent or disqualified members at any meeting of that committee.  Any
          such committee, to the extent provided by such resolution or in the
          Certificate of Incorporation or these Bylaws, shall have and may
          exercise all of the authority of the Board of Directors to the extent
          permitted by the DGCL.

     (b)  The Board of Directors shall have the power at any time to change the
          membership of any committee of the Board of Directors and to fill
          vacancies in it.  A majority of the number of members of any such
          committee (excluding any committee memberships in which vacancies may
          exist) shall constitute a quorum of such committee for the transaction
          of business unless a greater number is required by a resolution
          adopted by the Board of Directors.  The Board of Directors, or each
          such committee in the absence of action by the Board of Directors, may
          elect a chairman of such committee and appoint such subcommittees and
          assistants as it may deem necessary.  Unless otherwise provided by
          resolution of the Board of Directors, meetings of any committee shall
          be conducted (i) in accordance with Sections 3.9, 3.10 and 7.3 hereof
          and (ii) in the same manner that Sections 3.5, 3.6, 3.7 and 3.8 hereof
          apply to meetings of the Board of Directors.  Any member of any such
          committee designated or appointed by the Board of Directors may be
          removed by the Board of Directors whenever in its judgment the best
          interests of the Corporation will be served thereby, but such removal
          shall be without prejudice to the contract rights, if any, of the
          person so removed.  Election or appointment of a member of a committee
          shall not of itself create contract rights.

     (c)  Any action taken by any committee of the Board of Directors shall
          promptly be recorded in the minutes and filed with the Secretary of
          the Corporation and shall be made available to any and all Directors
          of the Corporation.

                                   ARTICLE IV

                                    OFFICERS

4.1  Officers.  The officers of the Corporation shall consist of a Chief
     --------
     Executive Officer of the Corporation, a Secretary, a Chief Financial
     Officer, a Treasurer and a Controller, each of whom shall be elected or
     appointed by the Board of Directors.  Such other officers of the
     Corporation, including but not limited to a Chairman of the Board, a Vice

                                       10
<PAGE>

     Chairman of the Board, a President of the Corporation, a Chief Operating
     Officer may be elected or appointed by the Board of Directors. Any number
     of Presidents or Chief Executives of divisions or subdivisions or other
     business units or sub-units, any number of Vice Presidents of the
     Corporation, any number of Managing Directors of support units or sub-
     units, any number of assistant officers of the Corporation, or agents, as
     may be deemed necessary or appropriate, may be elected or appointed by the
     Board of Directors or, as hereinafter provided, by officers of the
     Corporation.  Any two or more offices may be held by the same person. All
     officers and agents of the Corporation, as between themselves and the
     Corporation, shall have such authority and perform such duties in the
     management of the Corporation as is provided by these Bylaws, or as may be
     determined by resolution of the Board of Directors or where such officer
     may be appointed by another officer, as determined by the appointing
     officer, but in each case not inconsistent with these Bylaws.

4.2  Vacancies.  Whenever any vacancies shall occur in any office of the
     ---------
     Corporation by death, resignation, removal, increase in the number of
     offices of the Corporation, or otherwise, the same shall be filled by the
     Board of Directors, except as otherwise provided in this Section 4.2.  If
     any such vacancy shall occur by death, resignation or removal of an officer
     who was appointed or under these Bylaws could have been appointed by the
     Chief Executive Officer of the Corporation, the Secretary, the Treasurer or
     the Controller in accordance with these Bylaws, such vacancy may also be
     filled by the Chief Executive Officer of the Corporation, the Secretary,
     the Treasurer or the Controller, as applicable. Vacancies in offices other
     than those specified in Section 4.1 as mandatory offices of the
     Corporation, need not be filled if the Board of Directors or officer
     authorized under these Bylaws to appoint such an officer so determines.
     Any officer so elected or appointed shall hold office until such officer's
     successor is elected or appointed or until his earlier death, resignation
     or removal.

4.3  Removal.  Any officer or agent elected or appointed by the Board of
     -------
     Directors or appointed by an officer authorized under these Bylaws to
     appoint such an officer or agent  may be removed by the Board of Directors
     whenever in its judgment the best interests of the Corporation will be
     served thereby.  Any officer or agent who was appointed or under these
     Bylaws could have been appointed by another officer may be removed by the
     officer (or such officer's successor) who appointed or could have appointed
     such officer or agent whenever in the judgment of the appointing officer or
     officer authorized under these Bylaws to make such an appointment (or such
     officer's successor) the best interests of the Corporation will be served
     thereby.  Any such removal shall be without prejudice to the contract
     rights, if any, of the officer or agent so removed.  Election or
     appointment of an officer or agent shall not of itself create contract
     rights.

4.4  Chairman of the Board.  The Board of Directors may elect or appoint, from
     ---------------------
     among its members, a Chairman of the Board of the Corporation.  The
     Chairman of the Board, when present, shall preside at all meetings of the
     stockholders of the Corporation and of the Board of Directors.  The
     Chairman of the Board shall perform, under the direction and subject to the
     control of the Board of Directors, all duties incident to the office of
     Chairman of the Board and such other duties as the Board of Directors may
     assign to the Chairman of the Board from time to time.  The Chairman of the
     Board may execute (in facsimile or otherwise) and deliver certificates for
     shares of the Corporation, any deeds,

                                       11
<PAGE>

     mortgages, bonds, contracts or other instruments that the Board of
     Directors has authorized to be executed and delivered, except in cases
     where the execution and delivery thereof shall be expressly and exclusively
     delegated to one or more other officers or agents of the Corporation by the
     Board of Directors or these Bylaws, or where the execution and delivery
     thereof shall be required by law to be executed and delivered by another
     person. The Chairman of the Board shall have the power and authority to
     appoint one or more Vice Presidents of the Corporation, which power shall
     not be exclusive of any right of the Board of Directors, the Vice Chairman
     of the Board, the Chief Executive Officer of the Corporation or the
     President of the Corporation to elect or appoint such officers.

4.5  Vice Chairman of the Board.  The Board of Directors may elect or appoint,
     --------------------------
     from among its members, a Vice Chairman of the Board of the Corporation.
     The Vice Chairman of the Board shall perform, under the direction and
     subject to the control of the Board of Directors and the Chairman of the
     Board, all duties incident to the office of Vice Chairman of the Board and
     such other duties as the Board of Directors or the Chairman of the Board
     may assign to the Vice Chairman of the Board from time to time.  In the
     event of the death, disability or other absence of the Chairman of the
     Board, the duties of the Chairman of the Board may be performed by the Vice
     Chairman of the Board.  The Vice Chairman of the Board may execute (in
     facsimile or otherwise) and deliver certificates for shares of the
     Corporation, any deeds, mortgages, bonds, contracts or other instruments
     that the Board of Directors has authorized to be executed and delivered,
     except in cases where the execution and delivery thereof shall be expressly
     and exclusively delegated to one or more other officers or agents of the
     Corporation by the Board of Directors or these Bylaws, or where the
     execution and delivery thereof shall be required by law to be executed and
     delivered by another person.  The Vice Chairman of the Board shall have the
     power and authority to appoint one or more Vice Presidents of the
     Corporation, which power shall not be exclusive of any right of the Board
     of Directors, the Chairman of the Board, the Chief Executive Officer of the
     Corporation or the President of the Corporation to elect or appoint such
     officers.

4.6  Chief Executive Officer.  The Chief Executive Officer of the Corporation in
     -----------------------
     general shall supervise and control all of the business and affairs of the
     Corporation, under the direction and subject to the control of the Board of
     Directors, the Chairman of the Board and such other officer or officers as
     the Board of Directors or the Chairman of the Board may designate.  The
     Chief Executive Officer of the Corporation shall perform, under the
     direction and subject to the control of the Board of Directors, the
     Chairman of the Board and such other officer or officers as the Board of
     Directors or the Chairman of the Board may designate, all duties incident
     to the office of Chief Executive Officer of the Corporation and such other
     duties as the Board of Directors, the Chairman of the Board or such other
     officer or officers may assign to the Chief Executive Officer of the
     Corporation from time to time. The Chief Executive Officer of the
     Corporation may execute (in facsimile or otherwise) and deliver
     certificates for shares of the Corporation, any deeds, mortgages, bonds,
     contracts or other instruments that the Board of Directors has authorized
     to be executed and delivered, except in cases where the execution and
     delivery thereof shall be expressly and exclusively delegated to one or
     more other officers or agents of the Corporation by the Board of Directors
     or these Bylaws, or where the execution and delivery thereof shall be
     required by law to be executed and delivered by another person.  The Chief
     Executive Officer of the Corporation shall have the power

                                       12
<PAGE>

     and authority to appoint one or more Vice Presidents of the Corporation,
     which power shall not be exclusive of any right of the Board of Directors,
     the Chairman of the Board, the Vice Chairman of the Board or the President
     of the Corporation to elect or appoint such officers. The Chief Executive
     Officer of the Corporation shall also have the power and authority to
     appoint one or more other officers as President, Chief Executive or other
     officer in charge of a division, subdivision or other business unit or sub-
     unit; as Managing Director or other officer in charge of a support unit or
     sub-unit; or as such other officer having such other title as the Chief
     Executive Officer of the Corporation shall deem appropriate (other than
     those officers required by these Bylaws to be elected by the Board of
     Directors), which power shall not be exclusive of any right of the Board of
     Directors to elect or appoint such officers.

4.7  President.  The President of the Corporation shall perform, under the
     ---------
     direction and subject to the control of the Board of Directors, the
     Chairman of the Board and such other officer or officers as the Board of
     Directors or the Chairman of the Board may designate, all duties incident
     to the office of President and such other duties as the Board of Directors,
     the Chairman of the Board or such other officer or officers may assign to
     the President of the Corporation from time to time.  In the event of the
     death, disability or other absence of the Chairman of the Board and the
     Vice Chairman of the Board, the duties of the Chairman of the Board may be
     performed by the President of the Corporation.  The President of the
     Corporation may execute (in facsimile or otherwise) and deliver
     certificates for shares of the Corporation, any deeds, mortgages, bonds,
     contracts or other instruments that the Board of Directors has authorized
     to be executed and delivered, except in cases where the execution and
     delivery thereof shall be expressly and exclusively delegated to one or
     more other officers or agents of the Corporation by the Board of Directors
     or these Bylaws, or where the execution and delivery thereof shall be
     required by law to be executed and delivered by another person.  The
     President of the Corporation shall have the power and authority to appoint
     one or more Vice Presidents of the Corporation, which power shall not be
     exclusive of any right of the Board of Directors, the Chairman of the
     Board, the Vice Chairman of the Board or the Chief Executive Officer of the
     Corporation to elect or appoint such officers.

4.8  Chief Operating Officer.  The Chief Operating Officer shall perform, under
     -----------------------
     the direction and subject to the control of the Board of Directors, the
     Chairman of the Board and such other officer or officers as the Board of
     Directors or the Chairman of the Board may designate, all duties incident
     to the office of Chief Operating Officer and such other duties as the Board
     of Directors, the Chairman of the Board or such other officer or officers
     may assign to the Chief Operating Officer from time to time. The Chief
     Operating Officer may execute (in facsimile or otherwise) and deliver any
     deeds, mortgages, bonds, contracts or other instruments that the Board of
     Directors has authorized to be executed and delivered, except in cases
     where the execution and delivery thereof shall be expressly and exclusively
     delegated to one or more other officers or agents of the Corporation by the
     Board of Directors or these Bylaws, or where the execution and delivery
     thereof shall be required by law to be executed and delivered by another
     person.

4.9  Vice President.  Each Vice President of the Corporation shall perform,
     --------------
     under the direction and subject to the control of the Board of Directors,
     the Chairman of the Board and such other officer or officers as the Board
     of Directors or the Chairman of the Board

                                       13
<PAGE>

     may designate, such duties as the Board of Directors, the Chairman of the
     Board or such other officer or officers may assign to such Vice President
     from time to time. Vice Presidents of the Corporation may be further
     designated as Executive Vice Presidents, Senior Vice Presidents, Assistant
     Vice Presidents or such other similar title as the Board of Directors, the
     Chairman of the Board or such other officer or officers as the Board of
     Directors or the Chairman of the Board may designate.

4.10 Secretary.  The Secretary of the Corporation shall attend all meetings of
     ---------
     the stockholders of the Corporation, the Board of Directors and committees
     established by the Board of Directors (except where the committee has
     appointed its own secretary) and shall record correctly the proceedings of
     such meetings in a book suitable for such purposes.  The Secretary shall
     attest with a signature and the seal of the Corporation (in facsimile or
     otherwise) all stock certificates issued by the Corporation and shall keep
     a stock ledger in which all transactions pertaining to shares of all
     classes and series of capital stock of the Corporation shall be correctly
     recorded.  The Secretary, or the President, shall also attest with a
     signature and the seal of the Corporation (in facsimile or otherwise) all
     deeds, conveyances or other instruments requiring the seal of the
     Corporation.  The Secretary shall have the  power and authority on behalf
     of the Corporation to execute any consents of stockholders, members,
     partners or other owners and to attend, and to act and to vote in person or
     by proxy in connection with, any meetings of the stockholders, members,
     partners or other owners of any corporation, limited liability company,
     partnership or other entity in which the Corporation may own stock,
     membership interests, partnership interests or other securities, and in
     connection with any such meeting, the Secretary shall possess and may
     exercise any and all the rights and powers incident to the ownership of
     such stock, membership interests, partnership interests or other securities
     that the Corporation, as the owner thereof, may possess and exercise. This
     power and authority shall not be exclusive of any right of the Board of
     Directors to grant such power and authority to any other person. The
     Chairman of the Board, the Chief Executive Officer or the Secretary shall
     give, or cause to be given, notice of all meetings of the stockholders of
     the Corporation and special meetings of the Board of Directors or
     committees established by the Board of Directors. The Secretary is
     authorized to issue certificates, to which the corporate seal may be
     affixed, attesting to the incumbency of officers of the Corporation or to
     actions duly taken by the stockholders of the Corporation, the Board of
     Directors or any committee established by the Board of Directors. The
     Secretary shall perform, under the direction and subject to the control of
     the Board of Directors, the Chairman of the Board and such other officer or
     officers as the Board of Directors or the Chairman of the Board may
     designate, all duties incident to the office of Secretary and such other
     duties as the Board of Directors, the Chairman of the Board or such other
     officer or officers may assign to the Secretary from time to time. The
     duties of the Secretary may also be performed by any Assistant Secretary of
     the Corporation. The Secretary shall have the power and authority to
     appoint one or more Assistant Secretaries of the Corporation, which power
     shall not be exclusive of any right of the Board of Directors to elect or
     appoint such officer.

4.11 Chief Financial Officer.  The Chief Financial Officer of the Corporation
     -----------------------
     in general shall supervise all of the financial affairs of the Corporation,
     under the direction and subject to the control of the Board of Directors
     and the President.  The Chief Financial Officer shall have the power and
     authority on behalf of the Corporation to execute (in facsimile or
     otherwise) any consents of stockholders, members, partners or other owners
     and to

                                       14
<PAGE>

     attend, and to act and to vote in person or by proxy in connection
     with, any meetings of stockholders, members, partners or other owners of
     any corporation, limited liability company, partnership or other entity in
     which the Corporation may own stock, membership interests, partnership
     interests or other securities, and in connection with any such meeting, the
     Chief Financial Officer shall possess and may exercise any and all the
     rights and powers incident to the ownership of such stock, membership
     interests, partnership interests or other securities that the Corporation,
     as the owner thereof, may possess and exercise.  This power and authority
     shall not be exclusive of any right of the Board of Directors to grant such
     power and authority to any other person.  The Chief Financial Officer shall
     perform, under the direction and subject to the control of the Board of
     Directors, the Chairman of the Board and such other officer or officers as
     the Board of Directors or the Chairman of the Board may designate, all
     duties incident to the office of Chief Financial Officer and such other
     duties as the Board of Directors, the Chairman of the Board or such other
     officer or officers may assign to the Chief Financial Officer from time to
     time.

4.12  Treasurer.  The Treasurer of the Corporation shall have the care and
      ---------
     custody of all the funds, notes, bonds, debentures, stock and other
     securities of the Corporation that may come into the hands of the
     Treasurer, acting in such capacity.  The Treasurer shall be responsible for
     the investment and reinvestment of funds of the Corporation in accordance
     with general investment policies determined from time to time by the
     Corporation and shall ensure that the Corporation is adequately funded at
     all times by arranging, under the direction and subject to the control of
     the Board of Directors, for the issuance of debt, equity and other forms of
     securities that may be necessary or appropriate.  The Treasurer may endorse
     (in facsimile or otherwise) checks, drafts, notes, bonds, debentures and
     other instruments for the payment of money for deposit or collection when
     necessary or appropriate and may deposit the same to the credit of the
     Corporation in such banks or depositories as the Board of Directors may
     designate from time to time, and the Treasurer may endorse (in facsimile or
     otherwise) all commercial documents requiring endorsements for or on behalf
     of the Corporation.  The Treasurer may deliver instructions to financial
     institutions by facsimile or otherwise.  The Treasurer may execute (in
     facsimile or otherwise) all receipts and vouchers for payments made to the
     Corporation.  The Treasurer shall render an account of the Treasurer's
     transactions to the Board of Directors or its Audit Committee as often as
     the Board of Directors or its Audit Committee shall require from time to
     time.  The Treasurer shall enter regularly in the books to be kept by the
     Treasurer for that purpose, a full and adequate account of all monies
     received and paid by the Treasurer on account of the Corporation.  The
     Treasurer shall have the power and authority on behalf of the Corporation
     to execute (in facsimile or otherwise) any consents of stockholders,
     members, partners or other owners and to attend, and to act and to vote in
     person or by proxy in connection with, any meetings of stockholders,
     members, partners or other owners of any corporation, limited liability
     company, partnership or other entity in which the Corporation may own
     stock, membership interests, partnership interests or other securities and
     in connection with any such meeting, the Treasurer shall possess and may
     exercise any and all the rights and powers incident to the ownership of
     such stock, membership interests, partnership interests or other securities
     that the Corporation, as the owner thereof, may possess and exercise. This
     power and authority shall not be exclusive of any right of the Board of
     Directors to grant such power and authority to any other person. If
     requested by the Board of Directors, the Treasurer shall give a bond to

                                       15
<PAGE>

     the Corporation for the faithful performance of the Treasurer's duties, the
     expense of which bond shall be borne by the Corporation. The Treasurer
     shall perform, under the direction and subject to the control of the Board
     of Directors, the Chairman of the Board and such other officer or officers
     as the Board of Directors or the Chairman of the Board may designate, all
     duties incident to the office of Treasurer and such other duties as the
     Board of Directors, the Chairman of the Board or such other officer or
     officers may assign to the Treasurer from time to time. The duties of the
     Treasurer may also be performed by any Assistant Treasurer of the
     Corporation. The Treasurer shall have the power and authority to appoint
     one or more Assistant Treasurers of the Corporation, which power shall not
     be exclusive of any right of the Board of Directors to elect or appoint
     such officer.

4.13 Controller.  The Controller of the Corporation shall be the chief
     ----------
     accounting officer of the Corporation, shall maintain adequate records of
     all assets, liabilities and transactions of the Corporation and shall be
     responsible for the design, installation and maintenance of accounting and
     cost control systems and procedures throughout the Corporation.  The
     Controller also shall keep in books belonging to the Corporation full and
     accurate accounts of receipts of, and disbursements made by, the
     Corporation.  The Controller shall render an account of the Controller's
     transactions to the Board of Directors or its Audit Committee as often as
     the Board of Directors or its Audit Committee shall require from time to
     time. If requested by the Board of Directors, the Controller shall give a
     bond to the Corporation for the faithful performance of the Controller's
     duties, the expense of which bond shall be borne by the Corporation. The
     Controller shall perform, under the direction and subject to the control of
     the Board of Directors, the Chairman of the Board and such other officer or
     officers as the Board of Directors or the Chairman of the Board may
     designate, all duties incident to the office of Controller and such other
     duties as the Board of Directors, the Chairman of the Board or such other
     officer or officers may assign to the Controller from time to time. The
     duties of the Controller may also be performed by any Assistant Controller
     of the Corporation. The Controller shall have the power and authority to
     appoint one or more Assistant Controllers of the Corporation, which power
     shall not be exclusive of any right of the Board of Directors to elect or
     appoint such officer.

4.14 Other Officers. Officers other than those expressly named in the
     ---------------
     foregoing provisions of this Article IV ("Additional Officers") shall
     perform, under the direction and subject to the control of the Board of
     Directors, the Chief Executive Officer of the Corporation and such other
     officer or officers as the Board of Directors or the Chief Executive
     Officer of the Corporation may designate, such duties as the Board of
     Directors, the Chief Executive Officer of the Corporation or such other
     officer or officers may assign to such Additional Officers from time to
     time.  Such Additional Officers may include Presidents or Chief Executives
     of Business Units or divisions, subdivisions or sub-units, Managing
     Directors or other leaders of support units or sub-units and such other
     officers having such titles as may be deemed necessary or appropriate by
     the Board of Directors or the Chief Executive Officer of the Corporation
     electing or appointing such officers.

4.15  Delegation of Authority.  In the case of any absence of any officer of the
      -----------------------
     Corporation or for any other reason that the Board of Directors may deem
     sufficient, the Board of Directors may delegate in writing some or all of
     the powers or duties of such officer to

                                       16
<PAGE>

     any other officer or to any Director, employee, stockholder or agent of the
     Corporation for whatever period of time the Board of Directors deems
     appropriate.

                                   ARTICLE V

                                 CAPITAL STOCK

5.1  Stock Certificates.  The certificates representing shares of all classes or
     ------------------
     series of capital stock of the Corporation shall be in such form or forms
     as shall be approved by the Board of Directors, or the Corporation's stock
     may be represented by uncertificated shares.  In the case of certificated
     shares, the Corporation shall deliver certificates representing shares to
     which stockholders of the Corporation are entitled.  Certificates
     representing such certificated shares shall be signed by the Chairman of
     the Board, the Vice Chairman of the Board, the President or a Vice
     President and either the Treasurer, the Assistant Treasurer, the Secretary
     or an Assistant Secretary, and may, but shall not be required to, bear the
     seal of the Corporation or a facsimile thereof.  The signatures of such
     officers upon a certificate may be facsimiles.  In the event the original
     or facsimile signature on a certificate is of an officer who has ceased to
     be such officer before such certificate is issued, it may be issued by the
     Corporation with the same effect as if such person were such officer at the
     date of its issuance.

                                   ARTICLE VI

                                INDEMNIFICATION

6.1  General.  Each person who at any time shall serve or shall have served as a
     -------
     Director, officer, employee or agent of the Corporation (including any
     predecessor of the Corporation), or any person who is or was serving at the
     written request of the Corporation (in accordance with written procedures
     adopted from time to time by the Board of Directors) as a director,
     officer, partner, venturer, proprietor, trustee, employee, agent or similar
     functionary of another foreign or domestic corporation, partnership, joint
     venture, sole proprietorship, trust, employee benefit plan or other
     enterprise, shall be entitled to (a) indemnification and (b) the
     advancement of expenses incurred by such person from the Corporation as,
     and to the fullest extent, permitted by Section 145 of the DGCL or any
     successor statutory provision, as from time to time amended.  The foregoing
     right of indemnification and to the advancement of expenses shall not be
     deemed exclusive of any other rights to which those to be indemnified may
     be entitled as a matter of law or under any agreement, vote of stockholders
     or disinterested Directors of the Corporation, or other arrangement.

6.2  Insurance.  The Corporation may purchase and maintain insurance or another
     ---------
     arrangement on behalf of any person who is or was a Director, officer,
     employee or agent of the Corporation or who is or was serving at the
     written request of the Corporation as a director, officer, partner,
     venturer, proprietor, trustee, employee, agent or similar functionary of
     another foreign or domestic corporation, partnership, joint venture, sole
     proprietorship, trust, employee benefit plan or other enterprise against
     any liability asserted against and incurred by such person in such capacity
     or arising out of such person's status in such capacity, whether or not the
     Corporation would have the power to indemnify such person against that
     liability under this Article VI or the DGCL.

                                       17
<PAGE>

                                  ARTICLE VII

                            MISCELLANEOUS PROVISIONS

7.1  Bylaw Amendments.  The Board of Directors is expressly empowered to adopt,
     ----------------
     amend or repeal these Bylaws.  Any adoption, amendment or repeal of these
     Bylaws by the Board of Directors shall require, in addition to any other
     affirmative vote that may be required by law, the Certificate of
     Incorporation or these Bylaws, the affirmative vote of at least a majority
     of the Whole Board.  The stockholders of the Corporation shall also have
     the power to adopt, amend or repeal these Bylaws at any annual or special
     meeting, by the affirmative vote of holders of at least 66-2/3% of the then
     outstanding Voting Stock, voting together as a single class, in addition to
     any other affirmative vote that may be required by law, the Certificate of
     Incorporation or these Bylaws.  Any proposal by a stockholder of the
     Corporation to adopt, amend or repeal these Bylaws, in order to be validly
     acted upon at any meeting, shall comply with Section 2.8 hereof.

7.2  Books and Records.  The Corporation shall keep books and records of account
     -----------------
     and shall keep minutes of the proceedings of its stockholders, its Board of
     Directors and each committee of its Board of Directors.

7.3  Waiver of Notice.  Whenever any notice is required to be given to any
     ----------------
     stockholder of the Corporation, any Director of the Corporation or any
     member of any committee of the Board of Directors, under the provisions of
     the DGCL, the Certificate of Incorporation or these Bylaws, 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 equivalent to the
     giving of such notice.  Neither the business transacted at, nor the purpose
     of, any regular or special meeting of such stockholders, Directors or
     committees need be stated in the written waiver of notice of such meeting.

7.4  Resignations.  Any Director or officer of the Corporation may resign at any
     ------------
     time.  Such resignation shall be made in writing and shall take effect at
     the time specified therein, or, if no time be specified, at the time of its
     receipt by the Chairman of the Board, the Vice Chairman of the Board, the
     Chief Executive Officer, the President, the Chief Operating Officer or the
     Secretary.  The acceptance of a resignation shall not be necessary to make
     it effective, unless expressly so provided by the resignation.

7.5  Seal.  The seal of the Corporation shall be in such form as the Board of
     ----
     Directors may adopt.

7.6  Fiscal Year.  The fiscal year of the Corporation shall end on the 31st day
     -----------
     of December of each year or as otherwise provided by a resolution adopted
     by the Board of Directors.

                                       18