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                                                                  EXHIBIT 3(ii)














                                     BYLAWS
                                       OF
                       AFFILIATED COMPUTER SERVICES, INC.

                          As Amended and in Effect on
                               February 15, 1999








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                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
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<S>                                                                                                     <C>
STOCKHOLDERS' MEETINGS...................................................................................1
1.   Time and Place of Meetings..........................................................................1
2.   Annual Meeting......................................................................................1
3.   Special Meetings ...................................................................................1
4.   Notice of Meetings..................................................................................1
5.   Inspectors .........................................................................................1
6.   Quorum .............................................................................................1
7.   Voting .............................................................................................2
8.   Order of Business ..................................................................................2

DIRECTORS................................................................................................4
9.   Function ...........................................................................................4
10.  Number, Election, and Terms.........................................................................4
11.  Vacancies and Newly Created Directorships ..........................................................4
12.  Removal.............................................................................................4
13.  Nominations of Directors: Election..................................................................4
14.  Resignation.........................................................................................5
15.  Regular Meeting.....................................................................................6
16.  Special Meetings ...................................................................................6
17.  Quorum .............................................................................................6
18.  Participation in Meetings by Telephone Conference...................................................6
19.  Committees..........................................................................................6
20.  Compensation .......................................................................................7
21.  Rules ..............................................................................................7

NOTICES..................................................................................................7
22.  Generally...........................................................................................7
23.  Waivers.............................................................................................7

OFFICERS.................................................................................................8
24.  Generally...........................................................................................8
25.  Compensation........................................................................................8
26.  Succession..........................................................................................8
27.  Authority and Duties................................................................................8

STOCK....................................................................................................8
28.  Certificates........................................................................................8
29.  Classes of Stock....................................................................................9
30.  Transfers...........................................................................................9
31.  Lost, Stolen, or Destroyed Certificates.............................................................9
32.  Record Dates........................................................................................9
</TABLE>



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<TABLE>
<S>                                                                                                    <C>
INDEMNIFICATION.........................................................................................10
33.  Damages and Expenses...............................................................................10
34.  Insurance, Contracts and Funding...................................................................10

GENERAL.................................................................................................11
35.  Fiscal Year........................................................................................11
36.  Seal...............................................................................................11
37.  Reliance upon Books, Reports, and Records..........................................................11
38.  Time Periods.......................................................................................11
39.  Amendments.........................................................................................11
40.  Certain Defined Terms..............................................................................11
</TABLE>



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                             STOCKHOLDERS' MEETINGS

1. Time and Place of Meetings. All meetings of the stockholders for the election
of Directors or for any other purpose will be held at such time and place,
within or without the State of Delaware, as may be designated by the Board of
Directors or, in the absence of a designation by the Board of Directors, the
Chairman of the Board of Directors, the President, or the Secretary, and stated
in the notice of meeting. The Board of Directors may postpone and reschedule any
previously scheduled annual or special meeting of the stockholders.

2. Annual Meeting. An annual meeting of the stockholders will be held at such
date and time as may be designated from time to time by the Board of Directors,
at which meeting the stockholders will elect by a plurality vote the Directors
to succeed those whose terms expire at such meeting and will transact such other
business as may properly be brought before the meeting in accordance with Bylaw
8.

3. Special Meetings. Special meetings of the stockholders may be called only by
(a) the Chairman of the Board of Directors, and (b) the Secretary within 10
calendar days after receipt of the written request of a majority of the Whole
Board of Directors. Any such request by a majority of the Whole Board of
Directors must be sent to the Chairman of the Board of Directors and the
Secretary and must state the purpose or purposes of the proposed meeting.
Special meetings of holders of the outstanding Preferred Stock, if any, may be
called in the manner and for the purposes provided in the applicable Preferred
Stock Designation.

4. Notice of Meetings. Written notice of every meeting of the stockholders,
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, will be given
not less than 10 nor more than 60 calendar days before the date of the meeting
to each stockholder of record entitled to vote at such meeting, except as
otherwise provided herein or by law. When a meeting is adjourned to another
place, date, or time, written notice need not be given of the adjourned meeting
if the place, date, and time thereof are announced at the meeting at which the
adjournment is taken; provided however, that if the adjournment is for more than
30 calendar days, or if after the adjournment a new record date is fixed for the
adjourned meeting, written notice of the place, date, and time of the adjourned
meeting must be given in conformity herewith. At any adjourned meeting, any
business may be transacted which properly could have been transacted at the
original meeting.

5. Inspectors. The Board of Directors may appoint one or more inspectors of
election to act as judges of the voting and to determine those entitled to vote
at any meeting of the stockholders, or any adjournment thereof, in advance of
such meeting. The Board of Directors may designate one or more persons as
alternate inspectors to replace any inspector who fails to act. If no inspector
or alternate is able to act at a meeting of stockholders, the presiding officer
of the meeting may appoint one or more substitute inspectors.

6. Quorum. Except as otherwise provided by law or in a Preferred Stock
Designation, the holders of a majority of the stock issued and outstanding and
entitled to vote thereat, present in person or represented by proxy, will
constitute a quorum at all meetings of the stockholders for the

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transaction of business thereat. If, however, such quorum is not present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, will have the power to
adjourn the meeting from time to time, without notice other than announcement
at the meeting, until a quorum is present or represented.

7. Voting. Except as otherwise provided by law, by the Certificate of
Incorporation, or in a Preferred Stock Designation, each stockholder will be
entitled at every meeting of the stockholders to one vote for each share of
stock having voting power standing in the name of such stockholder on the books
of the Company on the record date for the meeting and such votes may be cast
either in person or by written proxy. Every proxy must be duly executed and
filed with the Secretary. A stockholder may revoke any proxy that is not
irrevocable by attending the meeting and voting in person or by filing an
instrument in writing revoking the proxy or another duly executed proxy bearing
a later date with the Secretary. The vote upon any question brought before a
meeting of the stockholders may be by voice vote, unless otherwise required by
the Certificate of Incorporation or these Bylaws or unless the Chairman of the
Board of Directors or the holders of a majority of the outstanding shares of all
classes of stock entitled to vote thereon present in person or by proxy at such
meeting otherwise determine. Every vote taken by written ballot will be counted
by the inspectors of election. When a quorum is present at any meeting, the
affirmative vote of the holders of a majority of the stock present in person or
represented by proxy at the meeting and entitled to vote on the subject matter
and which has actually been voted will be the act of the stockholders, except in
the election of Directors or as otherwise provided in these Bylaws, the
Certificate of Incorporation, a Preferred Stock Designation, or by law.

8. Order of Business. (a) The Chairman of the Board of Directors, or such other
officer of the Company designated by a majority of the Whole Board of Directors,
will call meetings of the stockholders to order and will act as presiding
officer thereof. Unless otherwise determined by the Board of Directors prior to
the meeting, the presiding officer of the meeting of the stockholders will also
determine the order of business and have the authority in his or her sole
discretion to regulate the conduct of any such meeting, including, without
limitation, by imposing restrictions on the persons (other than stockholders of
the Company or their duly appointed proxies) who may attend any such
stockholders' meeting, by ascertaining whether any stockholder or his proxy may
be excluded from any meeting of the stockholders based upon any determination by
the presiding officer, in his sole discretion, that any such person has unduly
disrupted or is likely to disrupt the proceedings thereat, and by determining
the circumstances in which any person may make a statement or ask questions at
any meeting of the stockholders.

(b) At an annual meeting of the stockholders, only such business will be
conducted or considered as is properly brought before the meeting. To be
properly brought before an annual meeting, business must be (i) specified in the
notice of meeting (or any supplement thereto) given by or at the direction of
the Board of Directors in accordance with Bylaw 4, (ii) otherwise properly
brought before the meeting by the presiding officer or by or at the direction of
a majority of the Whole Board of Directors, or (iii) otherwise properly
requested to be brought before the meeting by a stockholder in accordance with
Bylaw 8(c).

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(c) In order to properly submit any business to an annual meeting of
stockholders, a stockholder must give timely notice in writing to the Secretary
of the Company. To be considered timely, a stockholder's notice must be
delivered either in person or by United States certified mail, postage prepaid,
and received at the principal executive offices of the Company (a) not less than
120 days nor more than 150 days before the first anniversary date of the
Company's proxy statement in connection with the last annual meeting of
stockholders or (b) if no annual meeting has been called after the expiration of
more than 30 days from the date for such meeting contemplated at the time of the
previous year's proxy statement, not less than a reasonable time, as determined
by the Board of Directors, prior to the date of the applicable annual meeting.

The Secretary of the Company will deliver any stockholder proposals and
nominations received in a timely manner for review by the Board of Directors or
a committee designated by the Board of Directors.

A stockholder's notice to submit business to an annual meeting of stockholders
will set forth (i) the name and address of the stockholder, (ii) the class and
number of shares of stock beneficially owned by such stockholder, (iii) the name
in which such shares are registered on the stock transfer books of the Company,
(iv) a representation that the stockholder intends to appear at the meeting in
person or by proxy to submit the business specified in such notice, (v) any
material interest of the stockholder in the business to be submitted, and (vi) a
brief description of the business desired to be submitted to the annual meeting,
including the complete text of any resolutions to be presented at the annual
meeting, and the reasons for conducting such business at the annual meeting. In
addition, the stockholder making such proposal will promptly provide any other
information reasonably requested by the Company.

Notwithstanding the foregoing provisions of this Bylaw 8(c), a stockholder who
seeks to have any proposal included in the Company's proxy statement will comply
with the requirements of Regulation 14A under the Securities Exchange Act of
1934, as amended.

(d) At a special meeting of stockholders, only such business may be conducted or
considered as is properly brought before the meeting. To be properly brought
before a special meeting, business must be (i) specified in the notice of the
meeting (or any supplement thereto) given by or at the direction of the Chairman
of the Board of Directors or a majority of the Whole Board of Directors in
accordance with Bylaw 4, or (ii) otherwise properly brought before the meeting
by the presiding officer or by or at the direction of a majority of the Whole
Board of Directors.

(e) The determination of whether any business sought to be brought before any
annual or special meeting of the stockholders is properly brought before such
meeting in accordance with this Bylaw will be made by the presiding officer of
such meeting. If the presiding officer determines that any business is not
properly brought before such meeting, he or she will so declare to the meeting
and any such business will not be conducted or considered.

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                                   DIRECTORS

9. Function. The business and affairs of the Company will be managed under the
direction of its Board of Directors.

10. Number, Election, and Terms. (a) Subject to the rights, if any, of any
series of Preferred Stock to elect additional Directors under circumstances
specified in a Preferred Stock Designation and to the minimum and maximum number
of authorized Directors provided in the Certificate of Incorporation, the
authorized number of Directors may be determined from time to time only by a
vote of a majority of the Whole Board of Directors. The Directors, other than
those who may be elected by the holders of any series of the Preferred Stock,
will be classified with respect to the time for which they severally hold office
in accordance with the Certificate of Incorporation.

(b) Notwithstanding anything contained in the Certificate of Incorporation or
these Bylaws to the contrary, the term of any Director who is also an officer of
the Company will terminate automatically, without any further action on the part
of the Board of Directors or such Director, upon the termination for any reason
of such Director in his or her capacity as an officer of the Company.
Notwithstanding anything contained in the Certificate of Incorporation or these
Bylaws to the contrary, the affirmative vote of at least 80% of the Directors
then in office will be required to amend, repeal, or adopt any provision
inconsistent with this Bylaw 10(b).

11. Vacancies and Newly Created Directorships. Subject to the rights, if any, of
the holders of any series of Preferred Stock to elect additional Directors under
circumstances specified in a Preferred Stock Designation, newly created
directorships resulting from any increase in the number of Directors and any
vacancies on the Board of Directors resulting from death, resignation,
disqualification, removal, or other cause will be filled solely by the
affirmative vote of a majority of the remaining Directors then in office, even
though less than a quorum of the Board of Directors, or by a sole remaining
Director. Any Director elected in accordance with the preceding sentence will
hold office for the remainder of the full term of the class of Directors in
which the new directorship was created or the vacancy occurred and until such
Director's successor is elected and qualified. No decrease in the number of
Directors constituting the Board of Directors will shorten the term of an
incumbent Director.

12. Removal. Subject to the rights, if any, of the holders of any series of
Preferred Stock to elect additional Directors under circumstances specified in a
Preferred Stock Designation, any Director may be removed from office by the
stockholders only for cause and only in the manner provided in the Certificate
of Incorporation.

13. Nominations of Directors; Election. (a) Subject to the rights, if any, of
the holders of any series of Preferred Stock to elect additional Directors under
circumstances specified in a Preferred Stock Designation, only persons who are
nominated in accordance with the following procedures will be eligible for
election at a meeting of stockholders as Directors of the Company.

(b) Nominations of persons for election as Directors of the Company may be made
at an annual meeting of stockholders only (i) by or at the direction of the
Board of Directors or (ii) by any

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stockholder who is a stockholder of record at the time of giving of notice
provided for in this Bylaw 13, who is entitled to vote for the election of
Directors at such meeting, and who complies with the procedures set forth in
this Bylaw 13. All nominations by stockholders must be made pursuant to timely
notice in proper written form to the Secretary.

(c) Nominations by stockholders, if made, must be made pursuant to timely notice
in writing to the Secretary of the Company. To be timely, a stockholder's notice
will be delivered to or mailed and received at the principal executive offices
of the Company (a) with respect to an election to be held at the annual meeting
of the stockholders of the Company, not less than 120 nor more than 150 days
prior to the anniversary date of the immediately preceding annual meeting of
stockholders of the Company, and (b) with respect to an election to be held at a
special meeting of stockholders of the Company for the election of Directors,
not later than the close of business on the tenth day following the date on
which notice of the date of the special meeting was mailed to stockholders of
the Company or public disclosure of the date of the special meeting was made,
whichever first occurs.

Such stockholder's notice to the Secretary will set forth (a) as to each person
whom the stockholder proposes to nominate for election or re-election as a
Director, all information relating to such person that is required to be
disclosed in solicitations of proxies for election of directors, or is otherwise
required, pursuant to Regulation 14A under the Securities Exchange Act of 1934,
as amended (including such person's written consent to being named in the proxy
statement as a nominee and to serve as a Director if elected), and (b) as to the
stockholder giving the notice (i) the name and address, as they appear on the
Company's books, of such stockholder and (ii) the class and number of shares of
voting stock of the Company which are beneficially owned by such stockholder. At
the request of the Board of Directors, any person nominated by the Board of
Directors for election as a Director will furnish to the Secretary of the
Company that information required to be set forth in a stockholder's notice of
nomination which pertains to the nominee. In the event that a person is validly
designated as a nominee to the Board of Directors in accordance with the
procedures set forth in this Bylaw 13(c) and thereafter becomes unable or
unwilling to stand for election to the Board of Directors, the Board of
Directors or the stockholder who proposed such nominee, as the case may be, may
designate a substitute nominee.

The presiding officer of the meeting of stockholders will, if the facts warrant,
determine and declare to the meeting that a nomination was not made in
accordance with the procedures prescribed by these bylaws, and if he should so
determine, he will so declare to the meeting and the defective nomination will
be disregarded.

Notwithstanding the foregoing provisions of this Bylaw 13(c), a stockholder will
also comply with all applicable requirements of the Securities Exchange Act of
1934, as amended, and the rules and regulations thereunder with respect to the
matters set forth in this Bylaw 13(c).

14. Resignation. Any Director may resign at any time by giving written notice of
his resignation to the Chairman of the Board of Directors or the Secretary. Any
resignation will be effective upon actual receipt by any such person or, if
later, as of the date and time specified in such written notice.

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15. Regular Meetings. Regular meetings of the Board of Directors may be held
immediately after the annual meeting of the stockholders and at such other time
and place either within or without the State of Delaware as may from time to
time be determined by the Board of Directors. Notice of regular meetings of the
Board of Directors need not be given.

16. Special Meetings. Special meetings of the Board of Directors may be called
by the Chairman of the Board of Directors or the President on one day's notice
to each Director by whom such notice is not waived, given either personally or
by mail, telephone, telegram, telex, facsimile, or similar medium of
communication, and will be called by the Chairman of the Board of Directors or
the President in like manner and on like notice on the written request of five
or more Directors. Special meetings of the Board of Directors may be held at
such time and place either within or without the State of Delaware as is
determined by the Board of Directors or specified in the notice of any such
meeting.

17. Quorum. At all meetings of the Board of Directors, a majority of the total
number of Directors then in office will constitute a quorum for the transaction
of business. Except for the designation of committees as hereinafter provided
and except for actions required by these Bylaws or the Certificate of
Incorporation to be taken by a majority of the Whole Board of Directors, the act
of a majority of the Directors present at any meeting at which there is a quorum
will be the act of the Board of Directors. If a quorum is not present at any
meeting of the Board of Directors, the Directors present thereat may adjourn the
meeting from time to time to another place, time, or date, without notice other
than announcement at the meeting, until a quorum is present.

18. Participation in Meetings by Telephone Conference. Members of the Board of
Directors or any committee designated by the Board of Directors may participate
in a meeting of the Board of Directors or any such committee, as the case may
be, by means of telephone conference or similar means by which all persons
participating in the meeting can hear other, and such participation in a meeting
will constitute presence in person at the meeting.

19. Committees. (a) The Board of Directors, by resolution passed by a majority
of the Whole Board of Directors, may designate one or more directorate
committees, each such committee to consist of one or more Directors and each to
have such lawfully delegable powers and duties as the Board of Directors may
confer.

(b) Each committee of the Board of Directors will serve at the pleasure of the
Board of Directors or as may be specified in any resolution from time to time
adopted by the Board of Directors. The Board of Directors may designate one or
more Directors as alternate members of any such committee, who may replace any
absent or disqualified member at any meeting of such committee. In lieu of such
action by the Board of Directors, in the absence or disqualification of any
member of a committee of the Board of Directors, the members thereof present at
any such meeting of such committee and not disqualified from voting, whether or
not they constitute a quorum, may unanimously appoint another member of the
Board of Directors to act at the meeting in the place of any such absent or
disqualified member.

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(c) Except as otherwise provided in these Bylaws or by law, any committee of the
Board of Directors, to the extent provided in the resolution of the Board of
Directors, will have and may exercise all the powers and authority of the Board
of Directors in the direction of the management of the business and affairs of
the Company. Any such committee designated by the Board of Directors will have
such name as may be determined from time to time by resolution adopted by the
Board of Directors. Unless otherwise prescribed by the Board of Directors, a
majority of the members of any committee of the Board of Directors will
constitute a quorum for the transaction of business, and the act of a majority
of the members present at a meeting at which there is a quorum will be the act
of such committee. Each committee of the Board of Directors may prescribe its
own rules for calling and holding meetings and its method of procedure, subject
to any rules prescribed by the Board of Directors, and will keep a written
record of all actions taken by it.

20. Compensation. The Board of Directors may establish the compensation for, and
reimbursement of the expenses of, Directors for membership on the Board of
Directors and on committees of the Board of Directors, attendance at meetings of
the Board of Directors or committees of the Board of Directors, and for other
services by Directors of the Company or any of its majority-owned subsidiaries.

21. Rules. The Board of Directors may adopt rules and regulations for the
conduct of meetings and the oversight of the management of the affairs of the
Company.


                                    NOTICES

22. Generally. Except as otherwise provided by law, these Bylaws, or the
Certificate of Incorporation, whenever by law or under the provisions of the
Certificate of Incorporation or these Bylaws notice is required to be given to
any Director or stockholder, it will not be construed to require personal
notice, but such notice may be given in writing, by mail, addressed to such
Director or stockholder, at the address of such Director or stockholder as it
appears on the records of the Company, with postage thereon prepaid, and such
notice will be deemed to be given at the time when the same is deposited in the
United States mail. Notice to Directors may also be given by telephone,
telegram, telex, facsimile, or similar medium of communication or as otherwise
may be permitted by these Bylaws.

23. Waivers. Whenever any notice is required to be given by law or under the
provisions of 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 of the event for which notice is to be given, will be
deemed equivalent to such notice. Attendance of a person at a meeting will
constitute a waiver of notice of such meeting, except when the person attends a
meeting for the express purpose of objecting at the beginning of the meeting to
the transaction of any business because the meeting is not lawfully called or
convened.

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                                    OFFICERS

24. Generally. The officers of the Company will be elected by the Board of
Directors and will consist of a Chairman of the Board of Directors (who, if the
Board of Directors so specifies, may but will not be required to be also the
Chief Executive Officer), a President (who may also be the Chief Executive
Officer), a Secretary, and a Treasurer. The Board of Directors may also choose
any or all of the following: one or more Vice Chairmen of the Board of
Directors, one or more Assistants to the Chairman of the Board of Directors, one
or more Vice Presidents (who may be given particular designations with respect
to authority, function, or seniority), and such other officers as the Board of
Directors may from time to time determine. Notwithstanding the foregoing, by
specific action the Board of Directors may authorize the Chairman of the Board
of Directors to appoint any person to any office other than Chairman and may
authorize the President to appoint any person to any office other than Chairman,
President, Secretary or Treasurer. Any number of offices may be held by the same
person. Any of the offices may be left vacant from time to time as the Board of
Directors may determine. In the case of the absence or disability of any officer
of the Company or for any other reason deemed sufficient by a majority of the
Board of Directors, the Board of Directors may delegate the absent or disabled
officer's powers or duties to any other officer or to any Director.

25. Compensation. The compensation of all officers and agents of the Company who
are also Directors of the Company will be fixed by the Board of Directors or by
a committee of the Board of Directors. The Board of Directors may fix, or
delegate the power to fix, the compensation of other officers and agents of the
Company to an officer of the Company.

26. Succession. The officers of the Company will hold office until their
successors are elected and qualified. The Chief Executive Officer, President,
Chief Financial Officer, any Executive Vice President, General Counsel,
Secretary and Treasurer may be removed from office at any time by the Chairman
and any other officers may be removed at any time by the President or Chief
Executive Officer. Any vacancy occurring in any office of the Company may be
filled by the Board of Directors or by the Chairman of the Board of Directors as
provided in Bylaw 24.

27. Authority and Duties. Each of the officers of the Company will have such
authority and will perform all duties as are customarily incident to their
respective offices or as may be specified from time to time by the Board of
Directors.

                                     STOCK

28. Certificates. Certificates representing shares of stock of the Company will
be in such form as from time to time may be determined by the Board of
Directors, subject to applicable legal requirements. Each such certificate will
be numbered and its issuance recorded in the books of the Company, and such
certificate will exhibit the holder's name and the number of shares and will be
signed by, or in the name of, the Company by the Chairman of the Board of
Directors and the Secretary or an Assistant Secretary, or the Treasurer or an
Assistant Treasurer, and will also be signed by, or bear the facsimile signature
of, a duly authorized officer or agent of any properly designated transfer agent
of the Company. Any or all of the signatures and the seal of the Company,

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if any, upon such certificates may be facsimiles, engraved, or printed. Such
certificates may be issued and delivered notwithstanding that the person whose
facsimile signature appears thereon may have ceased to be such officer at the
time the certificates are issued and delivered.

29. Classes of Stock. The designations, preferences, and relative participating,
optional, or other special rights of the various classes of stock or series
thereof, and the qualifications, limitations, or restrictions thereof, will be
set forth in full or summarized on the face or back of the certificates which
the Company issues to represent its stock or, in lieu thereof, such certificates
will set forth the office of the Company from which the holders of certificates
may obtain a copy of such information.

30. Transfers. Upon surrender to the Company or the transfer agent of the
Company of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment, or authority to transfer, it will be the
duty of the Company to issue, or to cause its transfer agent to issue, a new
certificate to the person entitled thereto, cancel the old certificate, and
record the transaction upon its books.

31. Lost, Stolen or Destroyed Certificates. The Secretary may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Company alleged to have been lost,
stolen, or destroyed, upon the making of an affidavit of that fact, satisfactory
to the Secretary, by the person claiming the certificate of stock to be lost,
stolen, or destroyed. As a condition precedent to the issuance of a new
certificate or certificates, the Secretary may require the owners of such lost,
stolen, or destroyed certificate or certificates to give the Company a bond in
such sum and with such surety or sureties as the Secretary may direct as
indemnity against any claims that may be made against the Company with respect
to the certificate alleged to have been lost, stolen, or destroyed or the
issuance of the new certificate.

32. Record Dates. (a) In order that the Company may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, the Board of Directors may fix a record date, which will
not be more than 60 nor less than 10 calendar days before the date of such
meeting. If no record date is fixed by the Board of Directors, the record date
for determining stockholders will be at the close of business on the calendar
day next preceding the day on which notice is given, or, if notice is waived, at
the close of business on the calendar day next preceding the day on which the
meeting is held. A determination of stockholders of record entitled to notice of
or to vote at a meeting of the stockholders will apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.

(b) In order that the Company may determine the 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 of Directors may fix a record date, which record date will not be more
than 60 calendar days prior to such action. If no record date is fixed, the
record date for determining stockholders for any such purpose will be at the
close of business on the calendar day on which the Board of Directors adopts the
resolution relating thereto.

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(c) The Company will be entitled to treat the person in whose name any share of
its stock is registered as the owner thereof for all purposes, and will not be
bound to recognize any equitable or other claim to, or interest in, such share
on the part of any other person, whether or not the Company has notice thereof,
except as expressly provided by applicable law.


                                INDEMNIFICATION

33. Damages and Expenses. (a) Without limiting the generality or effect of
Article Ninth of the Certificate of Incorporation, the Company will to the
fullest extent permitted by applicable law as then in effect indemnify any
person (an "Indemnitee") who is or was involved in any manner (including,
without limitation, as a party or a witness) or is threatened to be made so
involved in any threatened, pending, or completed investigation, claim, action,
suit or proceeding, whether civil, criminal, administrative, or investigative
(including, without limitation, any action, suit, or proceeding by or in the
right of the Company to procure a judgment in its favor) (a "Proceeding") by
reason of the fact that such person is or was or had agreed to become a
Director, officer, employee, or agent of the Company, or is or was serving at
the request of the Board of Directors or an officer of the Company as a
director, officer, employee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise, whether for profit or not for profit, or
anything done or not by such person in any such capacity, against all expenses
(including attorneys' fees), judgments, fines, and amounts paid in settlement
actually and reasonably incurred by such person in connection with such
Proceeding. Such indemnification will be a contract right and will include the
right to receive payment in advance of any expenses incurred by an Indemnitee in
connection with such Proceeding upon receipt of an undertaking by or on behalf
of such person to repay such amount if it shall ultimately be determined that he
is not entitled to be indemnified by the Company as authorized by this Bylaw 33
or otherwise.

(b) The right of indemnification provided in this Bylaw 33 will not be exclusive
of any other rights to which any person seeking indemnification may otherwise be
entitled, and will be applicable to Proceedings commenced or continuing after
the adoption of this Bylaw 33, whether arising from acts or omissions occurring
before or after such adoption.

(c) The indemnification and advancement of expenses provided by, or granted
pursuant to, this Bylaw 33 shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors, and
administrators of such person.

34. Insurance, Contracts, and Funding. The Company may purchase and maintain
insurance to protect itself and any Indemnitee against any expenses, judgments,
fines, and amounts paid in settlement or incurred by any Indemnitee in
connection with any Proceeding referred to in Bylaw 33 or otherwise, to the
fullest extent permitted by applicable law as then in effect. The Company may
enter into contracts with any person entitled to indemnification under Bylaw 33
or otherwise, 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 Bylaw 33.

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<PAGE>   14


                                    GENERAL

35. Fiscal Year. The fiscal year of the Company will end on June 30 of each year
or such other date as may be fixed from time to time by the Board of Directors.

36. Seal. The Board of Directors may adopt a corporate seal and use the same by
causing it or a facsimile thereof to be impressed or affixed or reproduced or
otherwise.

37. Reliance upon Books, Reports and Records. Each Director, each member of a
committee designated by the Board of Directors, and each officer of the Company
will, in the performance of his or her duties, be fully protected in relying in
good faith upon the records of the Company and upon such information, opinions,
reports, or statements presented to the Company by any of the Company's officers
or employees, or committees of the Board of Directors, or by any other person or
entity as to matters the Director, committee member, or officer believes are
within such other person's professional or expert competence and who has been
selected with reasonable care by or on behalf of the Company.

38. Time Periods. In applying any provision of these Bylaws that requires that
an act be done or not be done a specified number of days prior to an event or
that an act be done during a period of a specified number of days prior to an
event, calendar days will be used unless otherwise specified, the day of the
doing of the fact will be excluded, and the day of the event will be included.

39. Amendments. Except as otherwise provided by law or by the Certificate of
Incorporation or these Bylaws, these Bylaws or any of them may be amended in any
respect or repealed at any time, either (a) at any meeting of stockholders,
provided that any amendment or supplement proposed to be acted upon at any such
meeting has been described or referred to in the notice of such meeting, or (b)
at any meeting of the Board of Directors, provided that no amendment adopted by
the Board of Directors may vary or conflict with any amendment properly adopted
by the stockholders.

40. Certain Defined Terms. Terms used herein with initial capital letters that
are not otherwise defined are used herein as defined in the Certificate of
Incorporation.

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