<PAGE>

                                                                     EXHIBIT 4.2


                          AMENDED AND RESTATED BYLAWS

                          (Herein "Restated Bylaws")

                                       OF


                             BRIO TECHNOLOGY, INC.

                            (a Delaware corporation)
<PAGE>

                               TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                         Page
                                                                                         ----
<S>                                                                                       <C>
ARTICLE I - CORPORATE OFFICES............................................................   1
     1.1       Registered Office.........................................................   1
     1.2       Other Offices.............................................................   1
ARTICLE II - MEETINGS OF STOCKHOLDERS....................................................   1
     2.1       Place Of Meetings.........................................................   1
     2.2       Annual Meeting............................................................   1
     2.3       Special Meeting...........................................................   1
     2.4       Notice Of Stockholders' Meetings..........................................   2
     2.5       Advance Notice of Nominees................................................   2
     2.6       Advance Notice Of Stockholder Business....................................   3
     2.7       Manner Of Giving Notice; Affidavit Of Notice..............................   4
     2.8       Quorum....................................................................   4
     2.9       Adjourned Meeting; Notice.................................................   4
     2.10      Conduct Of Business.......................................................   5
     2.11      Voting....................................................................   5
     2.12      Waiver Of Notice..........................................................   6
     2.13      Stockholder Action By Written Consent Without A Meeting...................   6
     2.14      Record Date For Stockholder Notice; Voting; Giving Consents...............   6
     2.15      Proxies...................................................................   7
ARTICLE III - DIRECTORS..................................................................   7
     3.1       Powers....................................................................   7
     3.2       Number Of Directors.......................................................   7
     3.3       Election, Qualification And Term Of Office Of Directors...................   7
     3.4       Place Of Meetings; Meetings By Telephone..................................   9
     3.5       Regular Meetings..........................................................   9
     3.6       Special Meetings; Notice..................................................   9
     3.7       Quorum....................................................................   9
     3.8       Waiver Of Notice..........................................................  10
     3.9       Board Action By Written Consent Without A Meeting.........................  10
     3.10      Fees And Compensation Of Directors........................................  10
     3.11      Approval Of Loans To Officers.............................................  10
     3.12      Removal Of Directors......................................................  11
     3.13      Chairman Of The Board Of Directors........................................  11
ARTICLE IV - COMMITTEES..................................................................  11
     4.1       Committees Of Directors...................................................  11
     4.2       Committee Minutes.........................................................  12
     4.3       Meetings And Action Of Committees.........................................  12
</TABLE>

                                      -i-
<PAGE>

                               TABLE OF CONTENTS
                                  (continued)
<TABLE>
<CAPTION>
                                                                                         Page
                                                                                         ----
<S>                                                                                       <C>
ARTICLE V - OFFICERS.....................................................................  12
     5.1       Officers..................................................................  12
     5.2       Appointment Of Officers...................................................  12
     5.3       Subordinate Officers......................................................  12
     5.4       Removal And Resignation Of Officers.......................................  13
     5.5       Vacancies In Offices......................................................  13
     5.6       Chief Executive Officer...................................................  13
     5.7       President.................................................................  13
     5.8       Vice Presidents...........................................................  14
     5.9       Secretary.................................................................  14
     5.10      Chief Financial Officer...................................................  14
     5.11      Representation Of Shares Of Other Corporations............................  15
     5.12      Authority And Duties Of Officers..........................................  15
ARTICLE VI - INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND OTHER AGENTS.........  15
     6.1       Indemnification Of Directors And Officers.................................  15
     6.2       Indemnification Of Others.................................................  15
     6.3       Payment Of Expenses In Advance............................................  16
     6.4       Indemnity Not Exclusive...................................................  16
     6.5       Insurance.................................................................  16
     6.6       Conflicts.................................................................  16
ARTICLE VII - RECORDS AND REPORTS........................................................  17
     7.1       Maintenance And Inspection Of Records.....................................  17
     7.2       Inspection By Directors...................................................  17
ARTICLE VIII - GENERAL MATTERS...........................................................  18
     8.1       Checks....................................................................  18
     8.2       Execution Of Corporate Contracts And Instruments..........................  18
     8.3       Stock Certificates; Partly Paid Shares....................................  18
     8.4       Special Designation On Certificates.......................................  19
     8.5       Lost Certificates.........................................................  19
     8.6       Construction; Definitions.................................................  19
     8.7       Dividends.................................................................  19
     8.8       Fiscal Year...............................................................  20
     8.9       Seal......................................................................  20
     8.10      Transfer Of Stock.........................................................  20
     8.11      Stock Transfer Agreements.................................................  20
</TABLE>

                                      -ii-
<PAGE>

                               TABLE OF CONTENTS
                                  (continued)

<TABLE>
<CAPTION>
                                                                                         Page
                                                                                         ----
<S>                                                                                       <C>
     8.12      Registered Stockholders...................................................  20
     8.13      Facsimile Signature.......................................................  20
ARTICLE IX - AMENDMENTS..................................................................  21
</TABLE>

                                     -iii-
<PAGE>

                          AMENDED AND RESTATED BYLAWS

                          (herein "Restated Bylaws")
                                      OF

                             BRIO TECHNOLOGY, INC.

                           (a Delaware corporation)

                                   ARTICLE I

                               CORPORATE OFFICES
                               -----------------

     1.1  Registered Office.
          -----------------

          The registered office of the corporation shall be in the City of
Dover, County of New Castle, State of Delaware. The name of the registered agent
of the corporation at such location is CT Corporation System.

     1.2  Other Offices.
          -------------

          The Board of Directors may at any time establish other offices at any
place or places where the corporation is qualified to do business.

                                  ARTICLE II

                           MEETINGS OF STOCKHOLDERS
                           ------------------------

     2.1  Place Of Meetings.
          -----------------

          Meetings of stockholders shall be held at any place, within or outside
the State of Delaware, designated by the Board of Directors. In the absence of
any such designation, stockholders' meetings shall be held at the registered
office of the corporation.

     2.2  Annual Meeting.
          --------------

          The annual meeting of stockholders shall be held on such date, time
and place, either within or without the State of Delaware, as may be designated
by resolution of the Board of Directors each year. At the meeting, directors
shall be elected and any other proper business may be transacted.

     2.3  Special Meeting.
          ---------------

          A special meeting of the stockholders may be called at any time by the
Board of Directors, the chairman of the board, the president or by one or more
stockholders holding shares in the aggregate entitled to cast not less than ten
percent of the votes at that meeting.

          If a special meeting is called by any person or persons other than the
Board of Directors, the president or the chairman of the board, the request
shall be in writing, specifying
<PAGE>

the time of such meeting and the general nature of the business proposed to be
transacted, and shall be delivered personally or sent by registered mail or by
telegraphic or other facsimile transmission to the chairman of the board, the
president, any vice president, or the secretary of the corporation. No business
may be transacted at such special meeting otherwise than specified in such
notice. The officer receiving the request shall cause notice to be promptly
given to the stockholders entitled to vote, in accordance with the provisions of
Sections 2.4 and 2.5 of this Article II, that a meeting will be held at the time
requested by the person or persons calling the meeting, not less than thirty-
five (35) nor more than sixty (60) days after the receipt of the request. If the
notice is not given within twenty (20) days after the receipt of the request,
the person or persons requesting the meeting may give the notice. Nothing
contained in this paragraph of this Section 2.3 shall be construed as limiting,
fixing, or affecting the time when a meeting of stockholders called by action of
the Board of Directors may be held.

     2.4  Notice Of Stockholders' Meetings.
          --------------------------------

          All notices of meetings with stockholders shall be in writing and
shall be sent or otherwise given in accordance with Section 2.7 of these
Restated Bylaws not less than ten (10) nor more than sixty (60) days before the
date of the meeting to each stockholder entitled to vote at such meeting. The
notice shall specify the place, if any, date, and hour of the meeting, and, in
the case of a special meeting, the purpose or purposes for which the meeting is
called.

     2.5  Advance Notice of Nominees.
          --------------------------

          Only persons who are nominated in accordance with the procedures set
forth in this Section 2.5 shall be eligible for election as directors.
Nominations of persons for election to the Board of Directors of the corporation
may be made at a meeting of stockholders by or at the direction of the Board of
Directors or by any stockholder of the corporation entitled to vote for the
election of directors at the meeting who complies with the notice procedures set
forth in this Section 2.5. Such nominations, other than those made by or at the
direction of the Board of Directors, shall be made pursuant to timely notice in
writing to the secretary of the corporation.

          To be timely, a stockholder's notice shall be delivered to or mailed
and received at the principal executive offices of the corporation (a) in the
case of an annual meeting, not less than sixty (60) days nor more than ninety
(90) days prior to the first anniversary of the preceding year's annual meeting;
provided, however, that in the event that the date of the annual meeting is
changed by more than thirty (30) days from such anniversary date, notice by the
stockholder to be timely must be so received not later than the close of
business on the tenth (10th) day following the earlier of the day on which such
notice of the date of the meeting was mailed or such public disclosure was made;
and (b) in the case of a special meeting at which Directors are to be elected,
not later than the close of business on the tenth (10th) day following the
earlier of the day on which notice of the date of the meeting was mailed or
public disclosure was made. Such stockholder's notice shall set forth (a) as to
each person whom the stockholder proposes to nominate for election or re-
election as a Director (i) the name, age, business address and residence address
of such person, (ii) the principal occupation or employment of such person,
(iii) the class and number of shares of the corporation which are beneficially
owned by such

                                      -2-
<PAGE>

person and (iv) any other information relating to such person that is required
to be disclosed in solicitations of proxies for election of Directors, or is
otherwise required, in each case pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended (including, without limitation, such person's
written consent to being named in the proxy statement as a nominee and to
serving as a director if elected); and (b) as to the stockholder giving the
notice (i) the name and address, as they appear on the corporation's books, of
such stockholder, (ii) the class and number of shares of the corporation which
are beneficially owned by such stockholder and also which are owned of record by
such stockholder and (iii) a description of all arrangements or understandings
between such stockholder and each nominee and any other person or persons
(naming such person or persons) relating to the nomination. At the request of
the Board of Directors any person nominated by the Board of Directors for
election as a director shall furnish to the secretary of the corporation that
information required to be set forth in a stockholder's notice of nomination
which pertains to the nominee.

          No person shall be eligible for election as a director of the
corporation unless nominated in accordance with the procedures set forth in this
Section 2.5. The Chairman of the meeting shall, if the facts warrant, determine
and declare to the meeting that a nomination was not made in accordance with the
procedures prescribed by the Restated Bylaws, and if he or she should so
determine, he or she shall so declare to the meeting and the defective
nomination shall be disregarded. Notwithstanding the foregoing provisions of
this Bylaw, a stockholder shall 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.

     2.6  Advance Notice Of Stockholder Business.
          --------------------------------------

          At an annual meeting of the stockholders, only such business shall be
conducted as shall have been properly brought before the annual meeting. To be
properly brought before an annual meeting, business must be: (a) pursuant to the
corporation's notice of meeting (or any supplement thereto), (b) by or at the
direction of the Board of Directors, or (c) by any stockholder of the
corporation who is a stockholder of record at the time of giving of the notice
provided for in this Section 2.6, who shall be entitled to vote at such meeting
and who complies with the notice procedures set forth in this Section 2.6.
Business to be brought before an annual meeting by a stockholder shall not be
considered properly brought if the stockholder has not given timely notice
thereof in writing to the secretary of the corporation.

          To be timely, a stockholder's notice must be delivered to or mailed
and received at the principal executive offices of the corporation not less than
sixty (60) nor more than ninety (90) days prior to the first anniversary of the
preceding year's annual meeting; provided, however, that in the event that the
date of the meeting is changed by more than thirty (30) days from such
anniversary date, notice by the stockholder to be timely must be so received not
later than the close of business on the tenth (10th) day following the earlier
of the day on which such notice of the date of the meeting was mailed or such
public disclosure was made. A stockholder's notice to the secretary shall set
forth as to each matter the stockholder proposes to bring before the meeting:
(i) a brief description of the business desired to be brought before the meeting
and the reasons for conducting such business at the meeting, (ii) the name and
address,

                                      -3-
<PAGE>

as they appear on the corporation's books, of the stockholder proposing such
business, and the name and address of the beneficial owner, if any, on whose
behalf the proposal is made, (iii) the class and number of shares of the
corporation, which are owned by the stockholder of record and by the beneficial
owner, if any, on whose behalf the proposal is made, (iv) any material interest
of the stockholder of record and the beneficial owner, if any, on whose behalf
the proposal is made in such business, and (v) any other information that is
required by law to be provided by the stockholder in his or her capacity as a
proponent of a stockholder proposal.

     Notwithstanding anything in these Restated Bylaws to the contrary, no
business shall be conducted at an annual meeting except in accordance with the
procedures set forth in this Section 2.6. The chairman of the meeting shall, if
the facts warrant, determine and declare at the meeting that business was not
properly brought before the meeting in accordance with the provisions of this
Section, and, if he or she should so determine, he or she shall so declare at
the meeting that any such business not properly brought before the meeting shall
not be transacted. Notwithstanding the foregoing provisions of this Bylaw, a
stockholder shall 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.

     2.7  Manner Of Giving Notice; Affidavit Of Notice.
          --------------------------------------------

          Written notice of any meeting of stockholders, if mailed, is given
when deposited in the United States mail, postage prepaid, directed to the
stockholder at his address as it appears on the records of the corporation.
Without limiting the manner by which notice otherwise may be given effectively
to stockholders, any notice to stockholders may be given by electronic mail or
other electronic transmission, in the manner provided in Section 232 of the
Delaware General Corporation Law. An affidavit of the secretary or an assistant
secretary or of the transfer agent of the corporation that the notice has been
given shall, in the absence of fraud, be prima facie evidence of the facts
stated therein.

     2.8  Quorum.
          ------

          The holders of a majority of the stock issued and outstanding and
entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business except as otherwise provided by statute or by the certificate of
incorporation. If, however, such quorum is not present or represented at any
meeting of the stockholders, then either (a) the chairman of the meeting or (b)
the stockholders entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum is present or
represented. At such adjourned meeting at which a quorum is present or
represented, any business may be transacted that might have been transacted at
the meeting as originally noticed.

     2.9  Adjourned Meeting; Notice.
          -------------------------

          When a meeting is adjourned to another time or place, unless these
Restated Bylaws otherwise require, notice need not be given of the adjourned
meeting if the time and

                                      -4-
<PAGE>

place, if any, thereof and the means of remote communications, if any, by which
stockholders and proxyholders may be deemed to be present and vote at such
adjourned meeting, are announced at the meeting at which the adjournment is
taken. At the adjourned meeting the corporation may transact any business that
might have been transacted at the original meeting. If the adjournment is for
more than thirty (30) days, or if after the adjournment a new record date is
fixed for the adjourned meeting, a notice of the adjourned meeting shall be
given to each stockholder of record entitled to vote at the meeting, specifying
the place, if any, date and time of the adjourned meeting and the means of
remote communications, if any, by which stockholders and proxyholders may be
deemed to be present and vote at such adjourned meeting.

     2.10  Conduct Of Business.
           -------------------

          The chairman of any meeting of stockholders shall determine the order
of business and the procedure at the meeting, including the manner of voting and
the conduct of business.

     2.11  Voting.
           ------

           (a) The stockholders entitled to vote at any meeting of stockholders
shall be determined in accordance with the provisions of Section 2.14 of these
Restated Bylaws, subject to the provisions of Sections 217 and 218 of the
General Corporation Law of Delaware (relating to voting rights of fiduciaries,
pledgors and joint owners of stock and to voting trusts and other voting
agreements).

           (b) Except as may be otherwise provided in the certificate of
incorporation, each stockholder shall be entitled to one vote for each share of
capital stock held by such stockholder.

           (c) The Corporation may, and to the extent required by law, shall, in
advance of any meeting of stockholders, appoint one or more inspectors to act at
the meeting and make a written report thereof. The Corporation may designate one
or more 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 person
presiding at the meeting may, and to the extent required by law, shall, appoint
one or more inspectors to act at the meeting. Each inspector, before entering
upon the discharge of his or her duties, shall take and sign an oath faithfully
to execute the duties of inspector with strict impartiality and according to the
best of his or her ability. Every vote taken by ballots shall be counted by an
inspector or inspectors appointed by the chairman of the meeting.

          (d)  All elections shall be determined by a plurality of the votes
cast, and except as otherwise required by law, all other matters shall be
determined by a majority of the votes cast affirmatively or negatively.

                                      -5-
<PAGE>

     2.12  Waiver Of Notice.
           ----------------

           Whenever notice is required to be given under any provision of the
General Corporation Law of Delaware or of the certificate of incorporation or
these Restated Bylaws, a written waiver thereof, signed by the person entitled
to notice, or waiver by electronic mail or other electronic transmission by such
person, whether before or after the time stated therein, shall be deemed
equivalent to notice. Attendance of a person at a meeting shall 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. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the stockholders need be specified in any written
waiver of notice unless so required by the certificate of incorporation or these
Restated Bylaws.

     2.13  Stockholder Action By Written Consent Without A Meeting.
           -------------------------------------------------------

     No action shall be taken by the stockholders of the corporation except at
an annual or special meeting of the stockholders called in accordance with the
Restated Bylaws and no action shall be taken by the stockholders by written
consent.

     2.14  Record Date For Stockholder Notice; Voting; Giving Consents.
           -----------------------------------------------------------

           In order that the corporation may determine the stockholders entitled
to notice of or to vote at any meeting of stockholders or any adjournment
thereof, or entitled to express consent to corporate action in writing without a
meeting, or entitled to receive payment of any dividend or other distribution or
allotment of any rights, or entitled to exercise any rights in respect of any
change, conversion or exchange of stock or for the purpose of any other lawful
action, the Board of Directors may fix, in advance, a record date, which shall
not be more than sixty (60) nor less than ten (10) days before the date of such
meeting, nor more than sixty (60) days prior to any other action.

           If the Board of Directors does not so fix a record date:

           (a) The record date for determining stockholders entitled to notice
of or to vote at a meeting of stockholders shall be at the close of business on
the day next preceding the day on which notice is given, or, if notice is
waived, at the close of business on the day next preceding the day on which the
meeting is held.

           (b) The record date for determining stockholders for any other
purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto.

           A determination of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of the meeting
if such adjournment is for thirty (30) days or less; provided, however, that the
Board of Directors may fix a new record date for the adjourned meeting.

                                      -6-
<PAGE>

     2.15  Proxies.
           -------

           Each stockholder entitled to vote at a meeting of stockholders or to
express consent or dissent to corporate action in writing without a meeting may
authorize another person or persons to act for such stockholder by an instrument
in writing or by an electronic transmission permitted by law filed with the
secretary of the corporation, but no such proxy shall be voted or acted upon
after three (3) years from its date, unless the proxy provides for a longer
period. A proxy shall be deemed signed if the stockholder's name is placed on
the proxy (whether by manual signature, typewriting, telegraphic transmission or
otherwise) by the stockholder or the stockholder's attorney-in-fact. The
revocability of a proxy that states on its face that it is irrevocable shall be
governed by the provisions of Section 212(e) of the General Corporation Law of
Delaware.

                                  ARTICLE III

                                   DIRECTORS
                                   ---------

     3.1  Powers.
          ------

          Subject to the provisions of the General Corporation Law of Delaware
and any limitations in the certificate of incorporation or these Restated Bylaws
relating to action required to be approved by the stockholders or by the
outstanding shares, the business and affairs of the corporation shall be managed
and all corporate powers shall be exercised by or under the direction of the
Board of Directors.

     3.2  Number Of Directors.
          -------------------

          Upon the adoption of these Restated Bylaws, the number of directors
constituting the entire Board of Directors shall be eight (8). Thereafter, this
number may be changed by a resolution of the Board of Directors or of the
stockholders, subject to Section 3.3 of these Restated Bylaws. No reduction of
the authorized number of directors shall have the effect of removing any
director before such director's term of office expires.

     3.3  Election, Qualification And Term Of Office Of Directors.
          -------------------------------------------------------

          (a) The Board of Directors of the corporation shall divide the
directors into two classes, as nearly equal in number as possible. The term of
office of the first class shall expire at the 1999 annual meeting of
stockholders or any special meeting in lieu thereof (or the next consecutive
annual meeting of stockholders when the corporation is Exempt from Section 2115
of the California Corporations Code), and the term of office of the second class
shall expire at the 2000 annual meeting of stockholders or any special meeting
in lieu thereof (or the next consecutive annual meeting of stockholders when the
corporation is Exempt from Section 2115 of the California Corporations Code). At
each annual meeting of stockholders or special meeting in lieu thereof following
such initial classification, directors elected to succeed those directors whose
terms expire shall be elected for a term of office to expire at the second
succeeding annual meeting of stockholders or special meeting in lieu thereof
after their election and until their

                                      -7-
<PAGE>

successors are duly elected and qualified. Directors need not be stockholders
unless so required by the certificate of incorporation or these Restated Bylaws,
wherein other qualifications for Directors may be prescribed.

          (b) Subject to the rights of the holders of any series of Preferred
Stock then outstanding, newly created directorships resulting from any increase
in the authorized number of directors or any vacancies in the Board of Directors
resulting from death, resignation, retirement, disqualification, removal from
office or other cause may be filled only by a majority vote of the directors
then in office even though less than a quorum, or by a sole remaining director.
In the event of any increase or decrease in the authorized number of directors,
(i) each director then serving as such shall nevertheless continue as a director
of the class of which he or she is a member until the expiration of his or her
current term or his or her prior death, retirement, removal or resignation and
(ii) the newly created or eliminated directorships resulting from such increase
or decrease shall if reasonably possible be apportioned by the Board of
Directors among the two classes of directors so as to ensure that no one class
has more than one director more than any other class.  To the extent reasonably
possible, consistent with the foregoing rule, any newly created directorships
shall be added to those classes whose terms of office are to expire at the
latest dates following such allocation and newly eliminated directorships shall
be subtracted from those classes whose terms of office are to expire at the
earliest dates following such allocation, unless otherwise provided for from
time to time by resolution adopted by a majority of the directors then in
office, although less than a quorum.  In the event of a vacancy in the Board of
Directors, the remaining directors, except as otherwise provided by law, may
exercise the powers of the full Board of Directors until the vacancy is filled.
Notwithstanding the foregoing, each director shall serve until his or her
successor is duly elected and qualified or until his or her death, resignation,
or removal.  No decrease in the number of directors constituting the Board of
Directors shall shorten the term of any incumbent director.

          (c) For the purposes of this Section 3.3, "Exempt from Section 2115 of
the California Corporation Code" as used in these Restated Bylaws shall mean
such time when the corporation has outstanding securities listed on the New York
Stock Exchange or the American Stock Exchange or outstanding securities
designated as qualified for trading as a national market security on the
National Association of Securities Dealers Automatic Quotation System (or such
successor national market system) with at least 800 holders of its equity
securities.  For the management of the business and for the conduct of the
affairs of the corporation, and in further definition, limitation and regulation
of the powers of the corporation, its directors and its stockholders or any
class thereof, as the case may be, it is further provided that, effective on the
record date of the first annual meeting of stockholders when the Company is
Exempt from Section 2115 of the California Corporations Code:

          (d) At the next consecutive annual or special meeting of stockholders
when the corporation is Exempt from Section 2115 of the California Corporations
Code, there shall be no right with respect to shares of stock of the corporation
to cumulate votes in the election of directors.

          (e) Election of Directors need not be by written ballot.

                                      -8-
<PAGE>

     3.4  Place Of Meetings; Meetings By Telephone.
          ----------------------------------------

          The Board of Directors of the corporation may hold meetings, both
regular and special, either within or outside the State of Delaware.

          Unless otherwise restricted by the certificate of incorporation or
these Restated Bylaws, 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 committee, by means of conference telephone or other
communications equipment by means of which all persons participating in the
meeting can hear each other, and such participation in a meeting shall
constitute presence in person at the meeting.

     3.5  Regular Meetings.
          ----------------

          Regular meetings of the Board of Directors may be held without notice
at such time and at such place as shall from time to time be determined by the
board.

     3.6  Special Meetings; Notice.
          ------------------------

          Special meetings of the Board of Directors for any purpose or purposes
may be called at any time by the chairman of the board, the president, any vice
president, the secretary or any two directors.

          Notice of the time and place of special meetings shall be delivered
personally or by telephone to each director or sent by first-class mail or
telegram, charges prepaid, addressed to each director at that director's address
as it is shown on the records of the corporation.  If the notice is mailed, it
shall be deposited in the United States mail at least four (4) days before the
time of the holding of the meeting.  If the notice is delivered personally, by
facsimile, by electronic transmission, by telephone or by telegram, it shall be
delivered at least forty-eight (48) hours before the time of the holding of the
meeting.  Any oral notice given personally or by telephone may be communicated
either to the director or to a person at the office of the director who the
person giving the notice has reason to believe will promptly communicate it to
the director.  The notice need not specify the purpose or the place of the
meeting, if the meeting is to be held at the principal executive office of the
corporation.

     3.7  Quorum.
          ------

          At all meetings of the Board of Directors, a majority of the
authorized number of directors shall constitute a quorum for the transaction of
business and the act of a majority of the directors present at any meeting at
which there is a quorum shall be the act of the Board of Directors, except as
may be otherwise specifically provided by statute or by the certificate of
incorporation.  If a quorum is not present at any meeting of the Board of
Directors, then the directors present thereat may adjourn the meeting from time
to time, without notice other than announcement at the meeting, until a quorum
is present.

                                      -9-
<PAGE>

           A meeting at which a quorum is initially present may continue to
transact business notwithstanding the withdrawal of directors, if any action
taken is approved by at least a majority of the required quorum for that
meeting.

     3.8   Waiver Of Notice.
           ----------------

           Whenever notice is required to be given under any provision of the
General Corporation Law of Delaware or of the certificate of incorporation or
these Restated Bylaws, a written waiver thereof, signed by the person entitled
to notice, or waiver by electronic mail or other electronic transmission by such
person, whether before or after the time stated therein, shall be deemed
equivalent to notice.  Attendance of a person at a meeting shall 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.  Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the directors, or members of a committee of
directors, need be specified in any written waiver of notice unless so required
by the certificate of incorporation or these Restated Bylaws.

     3.9   Board Action By Written Consent Without A Meeting.
           -------------------------------------------------

           Unless otherwise restricted by the certificate of incorporation or
these Restated Bylaws, any action required or permitted to be taken at any
meeting of the Board of Directors, or of any committee thereof, may be taken
without a meeting if all members of the board or committee, as the case may be,
consent thereto in writing or by electronic transmission and the writing or
writings or electronic transmission or transmissions are filed with the minutes
of proceedings of the board or committee.  Written consents representing actions
taken by the board or committee may be executed by telex, telecopy or other
facsimile transmission, and such facsimile shall be valid and binding to the
same extent as if it were an original.  Such filings shall be in paper form if
the minutes are maintained in paper form and shall be in electronic form if the
minutes are maintained in electronic form.

     3.10  Fees And Compensation Of Directors.
           ----------------------------------

           Unless otherwise restricted by the certificate of incorporation or
these Restated Bylaws, the Board of Directors shall have the authority to fix
the compensation of directors.  No such compensation shall preclude any director
from serving the corporation in any other capacity and receiving compensation
therefor.

     3.11  Approval Of Loans To Officers.
           -----------------------------

           The corporation may lend money to, or guarantee any obligation of, or
otherwise assist any officer or other employee of the corporation or of its
subsidiary, including any officer or employee who is a director of the
corporation or its subsidiary, whenever, in the judgment of the directors, such
loan, guaranty or assistance may reasonably be expected to benefit the
corporation.  The loan, guaranty or other assistance may be with or without
interest and may be unsecured, or secured in such manner as the Board of
Directors shall approve, including, without

                                      -10-
<PAGE>

limitation, a pledge of shares of stock of the corporation. Nothing in this
section contained shall be deemed to deny, limit or restrict the powers of
guaranty or warranty of the corporation at common law or under any statute.

     3.12  Removal Of Directors.
           --------------------

           Unless otherwise restricted by statute, by the certificate of
incorporation or by these Restated Bylaws, any director or the entire Board of
Directors may be removed, with or without cause, by the holders of a majority of
the shares then entitled to vote at an election of directors; provided, however,
that if the stockholders of the corporation are entitled to cumulative voting,
if less than the entire Board of Directors is to be removed, no director may be
removed without cause if the votes cast against his removal would be sufficient
to elect him if then cumulatively voted at an election of the entire Board of
Directors.

           No reduction of the authorized number of directors shall have the
effect of removing any director prior to the expiration of such director's term
of office.

     3.13  Chairman Of The Board Of Directors.
           ----------------------------------

           The corporation may also have, at the discretion of the Board of
Directors, a chairman of the Board of Directors who shall not be considered an
officer of the corporation.

                                  ARTICLE IV

                                  COMMITTEES
                                  ----------

     4.1   Committees Of Directors.
           -----------------------

           The Board of Directors may designate one or more committees, each
committee to consist of one or more of the directors of the corporation.  The
Board may designate 1 or more directors as alternate members of any committee,
who may replace any absent or disqualified member at any meeting of the
committee.  In the absence or disqualification of a member of a committee, the
member or members present at any meeting and not disqualified from voting,
whether or not such member or members constitute a quorum, may unanimously
appoint another member of the Board of Directors to act at the meeting in the
place of any such absent or disqualified member.  Any such committee, to the
extent provided in the resolution of the Board of Directors, or in these
Restated Bylaws, shall have and may exercise all the powers and authority of the
Board of Directors in the management of the business and affairs of the
corporation, and may authorize the seal of the corporation to be affixed to all
papers which may require it; but no such committee shall have the power or
authority in reference to the following matters:  (i) approving or adopting, or
recommending to the stockholders, any action or matter expressly required by the
General Corporate Law of Delaware to be submitted to stockholders for approval
or (ii) adopting, amending or repealing any Bylaw of the corporation.

                                      -11-
<PAGE>

     4.2  Committee Minutes.
          -----------------

          Each committee shall keep regular minutes of its meetings and report
the same to the Board of Directors when required.

     4.3  Meetings And Action Of Committees.
          ---------------------------------

          Meetings and actions of committees shall be governed by, and held and
taken in accordance with, the provisions of Section 3.4 (place of meetings and
meetings by telephone), Section 3.5 (regular meetings), Section 3.6 (special
meetings and notice), Section 3.7 (quorum), Section 3.8 (waiver of notice), and
Section 3.9 (action without a meeting) of these Restated Bylaws, with such
changes in the context of such provisions as are necessary to substitute the
committee and its members for the Board of Directors and its members; provided,
however, that the time of regular meetings of committees may be determined
either by resolution of the Board of Directors or by resolution of the
committee, that special meetings of committees may also be called by resolution
of the Board of Directors and that notice of special meetings of committees
shall also be given to all alternate members, who shall have the right to attend
all meetings of the committee.  The Board of Directors may adopt rules for the
government of any committee not inconsistent with the provisions of these
Restated Bylaws.

                                   ARTICLE V

                                   OFFICERS
                                   --------

     5.1  Officers.
          --------

          The officers of the corporation shall be a chief executive officer, a
president, a secretary, and a chief financial officer.  The corporation may also
have, at the discretion of the Board of Directors, one or more vice presidents,
one or more assistant secretaries, one or more assistant treasurers, and any
such other officers as may be appointed in accordance with the provisions of
Section 5.3 of these Restated Bylaws.  Any number of offices may be held by the
same person.

     5.2  Appointment Of Officers.
          -----------------------

          The officers of the corporation, except such officers as may be
appointed in accordance with the provisions of Sections 5.3 or 5.5 of these
Restated Bylaws, shall be appointed by the Board of Directors, subject to the
rights, if any, of an officer under any contract of employment.

     5.3  Subordinate Officers.
          --------------------

          The Board of Directors may appoint, or empower the chief executive
officer or the president to appoint, such other officers and agents as the
business of the corporation may require, each of whom shall hold office for such
period, have such authority, and perform such

                                      -12-
<PAGE>

duties as are provided in these Restated Bylaws or as the Board of Directors may
from time to time determine.

     5.4  Removal And Resignation Of Officers.
          -----------------------------------

          Subject to the rights, if any, of an officer under any contract of
employment, any officer may be removed, either with or without cause, by an
affirmative vote of the majority of the Board of Directors at any regular or
special meeting of the board or, except in the case of an officer chosen by the
Board of Directors, by any officer upon whom such power of removal may be
conferred by the Board of Directors.

          Any officer may resign at any time by giving written notice to the
attention of the Secretary of the corporation.  Any resignation shall take
effect at the date of the receipt of that notice or at any later time specified
in that notice; and, unless otherwise specified in that notice, the acceptance
of the resignation shall not be necessary to make it effective.  Any resignation
is without prejudice to the rights, if any, of the corporation under any
contract to which the officer is a party.

     5.5  Vacancies In Offices.
          --------------------

          Any vacancy occurring in any office of the corporation shall be filled
by the Board of Directors.

     5.6  Chief Executive Officer.
          -----------------------

          Subject to such supervisory powers, if any, as may be given by the
Board of Directors to the chairman of the board, if any, the chief executive
officer of the corporation shall, subject to the control of the Board of
Directors, have general supervision, direction, and control of the business and
the officers of the corporation.  He or she shall preside at all meetings of the
stockholders and, in the absence or nonexistence of a chairman of the board, at
all meetings of the Board of Directors and shall have the general powers and
duties of management usually vested in the office of chief executive officer of
a corporation and shall have such other powers and duties as may be prescribed
by the Board of Directors or these Restated Bylaws.

     5.7  President.
          ---------

          Subject to such supervisory powers, if any, as may be given by the
Board of Directors to the chairman of the board, if any, or the chief executive
officer, the president shall have general supervision, direction, and control of
the business and other officers of the corporation.  He or she shall have the
general powers and duties of management usually vested in the office of
president of a corporation and such other powers and duties as may be prescribed
by the Board of Directors or these Restated Bylaws.

                                      -13-
<PAGE>

     5.8   Vice Presidents.
           ---------------

           In the absence or disability of the chief executive officer and
president, the vice presidents, if any, in order of their rank as fixed by the
Board of Directors or, if not ranked, a vice president designated by the Board
of Directors, shall perform all the duties of the president and when so acting
shall have all the powers of, and be subject to all the restrictions upon, the
president.  The vice presidents shall have such other powers and perform such
other duties as from time to time may be prescribed for them respectively by the
Board of Directors, these Restated Bylaws, the president or the chairman of the
board.

     5.9   Secretary.
           ---------

           The secretary shall keep or cause to be kept, at the principal
executive office of the corporation or such other place as the Board of
Directors may direct, a book of minutes of all meetings and actions of
directors, committees of directors, and stockholders. The minutes shall show the
time and place of each meeting, the names of those present at directors'
meetings or committee meetings, the number of shares present or represented at
stockholders' meetings, and the proceedings thereof.

           The secretary shall keep, or cause to be kept, at the principal
executive office of the corporation or at the office of the corporation's
transfer agent or registrar, as determined by resolution of the Board of
Directors, a share register, or a duplicate share register, showing the names of
all stockholders and their addresses, the number and classes of shares held by
each, the number and date of certificates evidencing such shares, and the number
and date of cancellation of every certificate surrendered for cancellation.

           The secretary shall give, or cause to be given, notice of all
meetings of the stockholders and of the Board of Directors required to be given
by law or by these Restated Bylaws. He or she shall keep the seal of the
corporation, if one be adopted, in safe custody and shall have such other powers
and perform such other duties as may be prescribed by the Board of Directors or
by these Restated Bylaws.

     5.10  Chief Financial Officer.
           -----------------------

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

           The chief financial officer shall deposit all moneys and other
valuables in the name and to the credit of the corporation with such
depositories as may be designated by the Board of Directors. He or she shall
disburse the funds of the corporation as may be ordered by the Board of
Directors, shall render to the president, the chief executive officer, or the
directors, upon request, an account of all his or her transactions as chief
financial officer and of the

                                      -14-
<PAGE>

financial condition of the corporation, and shall have other powers and perform
such other duties as may be prescribed by the Board of Directors or the Restated
Bylaws.

     5.11  Representation Of Shares Of Other Corporations.
           ----------------------------------------------

           The chairman of the board, the chief executive officer, the
president, any vice president, the chief financial officer, the secretary or
assistant secretary of this corporation, or any other person authorized by the
Board of Directors or the chief executive officer or the president or a vice
president, is authorized to vote, represent, and exercise on behalf of this
corporation all rights incident to any and all shares of any other corporation
or corporations standing in the name of this corporation. The authority granted
herein may be exercised either by such person directly or by any other person
authorized to do so by proxy or power of attorney duly executed by the person
having such authority.

     5.12  Authority And Duties Of Officers.
           --------------------------------

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

                                  ARTICLE VI

      INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND OTHER AGENTS
      -------------------------------------------------------------------

     6.1   Indemnification Of Directors And Officers.
           -----------------------------------------

           The corporation shall, to the maximum extent and in the manner
permitted by the General Corporation Law of Delaware, indemnify each of its
directors and officers against expenses (including attorneys' fees), judgments,
fines, settlements and other amounts actually and reasonably incurred in
connection with any proceeding, arising by reason of the fact that such person
is or was an agent of the corporation.  For purposes of this Section 6.1, a
"director" or "officer" of the corporation includes any person (a) who is or was
a director or officer of the corporation, (b) who is or was serving at the
request of the corporation as a director or officer of another corporation,
partnership, joint venture, trust or other enterprise, or (c) who was a director
or officer of a corporation which was a predecessor corporation of the
corporation or of another enterprise at the request of such predecessor
corporation.

     6.2   Indemnification Of Others.
           -------------------------

           The corporation shall have the power, to the maximum extent and in
the manner permitted by the General Corporation Law of Delaware, to indemnify
each of its employees and agents (other than directors and officers) against
expenses (including attorneys' fees), judgments, fines, settlements and other
amounts actually and reasonably incurred in connection with any proceeding,
arising by reason of the fact that such person is or was an agent of the
corporation.

                                      -15-
<PAGE>

For purposes of this Section 6.2, an "employee" or "agent" of the corporation
(other than a director or officer) includes any person (a) who is or was an
employee or agent of the corporation, (b) who is or was serving at the request
of the corporation as an employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, or (c) who was an employee or agent of
a corporation which was a predecessor corporation of the corporation or of
another enterprise at the request of such predecessor corporation.

     6.3  Payment Of Expenses In Advance.
          ------------------------------

          Expenses incurred in defending any action or proceeding for which
indemnification is required pursuant to Section 6.1 or for which indemnification
is permitted pursuant to Section 6.2 following authorization thereof by the
Board of Directors shall be paid by the corporation in advance of the final
disposition of such action or proceeding upon receipt of an undertaking by or on
behalf of the indemnified party to repay such amount if it shall ultimately be
determined that the indemnified party is not entitled to be indemnified as
authorized in this Article VI.

     6.4  Indemnity Not Exclusive.
          -----------------------

          The indemnification provided by this Article VI shall not be deemed
exclusive of any other rights to which those seeking indemnification may be
entitled under any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in an official capacity and as to
action in another capacity while holding such office, to the extent that such
additional rights to indemnification are authorized in the certificate of
incorporation.

     6.5  Insurance.
          ---------

          The corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against any liability asserted against him or her and incurred
by him or her in any such capacity, or arising out of his or her status as such,
whether or not the corporation would have the power to indemnify him or her
against such liability under the provisions of the General Corporation Law of
Delaware.

     6.6  Conflicts.
          ---------

          No indemnification or advance shall be made under this Article VI,
except where such indemnification or advance is mandated by law or the order,
judgment or decree of any court of competent jurisdiction, in any circumstance
where it appears:

          (a) That it would be inconsistent with a provision of the certificate
of incorporation, these Restated Bylaws, a resolution of the stockholders or an
agreement in effect at the time of the accrual of the alleged cause of the
action asserted in the proceeding in which the expenses were incurred or other
amounts were paid, which prohibits or otherwise limits indemnification; or

                                      -16-
<PAGE>

          (b) That it would be inconsistent with any condition expressly imposed
by a court in approving a settlement.

                                  ARTICLE VII

                              RECORDS AND REPORTS
                              -------------------

     7.1  Maintenance And Inspection Of Records.
          -------------------------------------

          The corporation shall, either at its principal executive offices or at
such place or places as designated by the Board of Directors, keep a record of
its stockholders listing their names and addresses and the number and class of
shares held by each stockholder, a copy of these Restated Bylaws as amended to
date, accounting books, and other records.

          Any stockholder of record, in person or by attorney or other agent,
shall, upon written demand under oath stating the purpose thereof, have the
right during the usual hours for business to inspect for any proper purpose the
corporation's stock ledger, a list of its stockholders, and its other books and
records and to make copies or extracts therefrom.  A proper purpose shall mean a
purpose reasonably related to such person's interest as a stockholder.  In every
instance where an attorney or other agent is the person who seeks the right to
inspection, the demand under oath shall be accompanied by a power of attorney or
such other writing that authorizes the attorney or other agent to so act on
behalf of the stockholder.  The demand under oath shall be directed to the
corporation at its registered office in Delaware or at its principal place of
business.

          A complete list of stockholders entitled to vote at any meeting of
stockholders, arranged in alphabetical order for each class of stock and showing
the address of each such stockholder and the number of shares registered in each
such stockholder's name, shall be open to the examination of any such
stockholder for a period of at least ten (10) days prior to the meeting in the
manner provided by law.  The stock list shall also be open to the examination of
any stockholder during the whole time of the meeting as provided by law.  This
list shall presumptively determine the identity of the stockholders entitled to
vote at the meeting and the number of shares held by each of them.

     7.2  Inspection By Directors.
          -----------------------

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

                                      -17-
<PAGE>

                                 ARTICLE VIII

                                GENERAL MATTERS
                                ---------------

     8.1  Checks.
          ------

          From time to time, the Board of Directors shall determine by
resolution which person or persons may sign or endorse all checks, drafts, other
orders for payment of money, notes or other evidences of indebtedness that are
issued in the name of or payable to the corporation, and only the persons so
authorized shall sign or endorse those instruments.

     8.2  Execution Of Corporate Contracts And Instruments.
          ------------------------------------------------

          The Board of Directors, except as otherwise provided in these Restated
Bylaws, may authorize any officer or officers, or agent or agents, to enter into
any contract or execute any instrument in the name of and on behalf of the
corporation; such authority may be general or confined to specific instances.
Unless so authorized or ratified by the Board of Directors or within the agency
power of an officer, no officer, agent or employee shall have any power or
authority to bind the corporation by any contract or engagement or to pledge its
credit or to render it liable for any purpose or for any amount.

     8.3  Stock Certificates; Partly Paid Shares.
          --------------------------------------

          The shares of a corporation shall be represented by certificates,
provided that the Board of Directors of the corporation may provide by
resolution or resolutions that some or all of any or all classes or series of
its stock shall be uncertificated shares.  Any such resolution shall not apply
to shares represented by a certificate until such certificate is surrendered to
the corporation.  Notwithstanding the adoption of such a resolution by the Board
of Directors, every holder of stock represented by certificates and upon request
every holder of uncertificated shares shall be entitled to have a certificate
signed by, or in the name of the corporation by the chairman or vice-chairman of
the Board of Directors, or the president or vice-president, and by the chief
financial officer or an assistant treasurer, or the secretary or an assistant
secretary of such corporation representing the number of shares registered in
certificate form.  Any or all of the signatures on the certificate may be a
facsimile.  In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate has ceased to be
such officer, transfer agent or registrar before such certificate is issued, it
may be issued by the corporation with the same effect as if he or she were such
officer, transfer agent or registrar at the date of issue.

          The corporation may issue the whole or any part of its shares as
partly paid and subject to call for the remainder of the consideration to be
paid therefor.  Upon the face or back of each stock certificate issued to
represent any such partly paid shares, upon the books and records of the
corporation in the case of uncertificated partly paid shares, the total amount
of the consideration to be paid therefor and the amount paid thereon shall be
stated.  Upon the declaration of any dividend on fully paid shares, the
corporation shall declare a dividend upon

                                      -18-
<PAGE>

partly paid shares of the same class, but only upon the basis of the percentage
of the consideration actually paid thereon.

     8.4  Special Designation On Certificates.
          -----------------------------------

          If the corporation is authorized to issue more than one class of stock
or more than one series of any class, then the powers, the designations, the
preferences, and the relative, participating, optional or other special rights
of each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate that the corporation shall
issue to represent such class or series of stock; provided, however, that,
except as otherwise provided in Section 202 of the General Corporation Law of
Delaware, in lieu of the foregoing requirements there may be set forth on the
face or back of the certificate that the corporation shall issue to represent
such class or series of stock a statement that the corporation will furnish
without charge to each stockholder who so requests the powers, the designations,
the preferences, and the relative, participating, optional or other special
rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights.

     8.5  Lost Certificates.
          -----------------

          Except as provided in this Section 8.5, no new certificates for shares
shall be issued to replace a previously issued certificate unless the latter is
surrendered to the corporation and cancelled at the same time.  The corporation
may issue a new certificate of stock or uncertificated shares in the place of
any certificate previously issued by it, alleged to have been lost, stolen or
destroyed, and the corporation may require the owner of the lost, stolen or
destroyed certificate, or the owner's legal representative, to give the
corporation a bond sufficient to indemnify it against any claim that may be made
against it on account of the alleged loss, theft or destruction of any such
certificate or the issuance of such new certificate or uncertificated shares.

     8.6  Construction; Definitions.
          -------------------------

          Unless the context requires otherwise, the general provisions, rules
of construction, and definitions in the Delaware General Corporation Law shall
govern the construction of these Restated Bylaws.  Without limiting the
generality of this provision, the singular number includes the plural, the
plural number includes the singular, and the term "person" includes both a
corporation and a natural person.

     8.7  Dividends.
          ---------

          The directors of the corporation, subject to any restrictions
contained in (a) the General Corporation Law of Delaware or (b) the certificate
of incorporation, may declare and pay dividends upon the shares of its capital
stock.  Dividends may be paid in cash, in property, or in shares of the
corporation's capital stock.

                                      -19-
<PAGE>

           The directors of the corporation may set apart out of any of the
funds of the corporation available for dividends a reserve or reserves for any
proper purpose and may abolish any such reserve. Such purposes shall include but
not be limited to equalizing dividends, repairing or maintaining any property of
the corporation, and meeting contingencies.

     8.8   Fiscal Year.
           -----------

           The fiscal year of the corporation shall be fixed by resolution of
the Board of Directors and may be changed by the Board of Directors.

     8.9   Seal.
           ----

           The corporation may adopt a corporate seal, which may be altered at
pleasure, and may use the same by causing it or a facsimile thereof, to be
impressed or affixed or in any other manner reproduced.

     8.10  Transfer Of Stock.
           -----------------

           Upon surrender to the corporation or the transfer agent of the
corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignation or authority to transfer, it shall be the
duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate, and record the transaction in its books.

     8.11  Stock Transfer Agreements.
           -------------------------

           The corporation shall have power to enter into and perform any
agreement with any number of stockholders of any one or more classes of stock of
the corporation to restrict the transfer of shares of stock of the corporation
of any one or more classes owned by such stockholders in any manner not
prohibited by the General Corporation Law of Delaware.

     8.12  Registered Stockholders.
           -----------------------

           The corporation shall be entitled to recognize the exclusive right of
a person registered on its books as the owner of shares to receive dividends and
to vote as such owner, shall be entitled to hold liable for calls and
assessments the person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of another person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.

     8.13  Facsimile Signature
           -------------------

           In addition to the provisions for use of facsimile signatures
elsewhere specifically authorized in these Bylaws, facsimile signatures of any
officer or officers of the Corporation may be used whenever and as authorized by
the Board of Directors or a committee thereof.

                                      -20-
<PAGE>

                                  ARTICLE IX

                                  AMENDMENTS
                                  ----------

          The Restated Bylaws of the corporation may be adopted, amended or
repealed by the stockholders entitled to vote; provided, however, that the
corporation may, in its certificate of incorporation, confer the power to adopt,
amend or repeal Bylaws upon the directors.  The fact that such power
has been so conferred upon the directors shall not divest the stockholders of
the power, nor limit their power to adopt, amend or repeal Bylaws.

                                      -21-