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                                     BYLAWS

                                       OF

                          INSTINET GROUP INCORPORATED


                                   ARTICLE I
                               CORPORATE OFFICES

        1.1. REGISTERED OFFICE. The registered office of the Corporation shall
be fixed in the Certificate of Incorporation of the Corporation.

        1.2. OTHER OFFICES. The board of directors may at any time establish
branch or subordinate 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. (a) The annual meeting of stockholders shall be
held each year on a date and at a time designated by the board of directors,
which date shall be within thirteen (13) months of the last annual meeting of
stockholders. At the annual meeting, directors shall be elected, and any other
proper business may be transacted.

        (b) At an annual meeting of the stockholders, only such business shall
be conducted as shall have been properly brought before the meeting. To be
properly brought before an annual meeting, business must be: (A) specified in
the notice of meeting (or any supplement thereto) given by or at the direction
of the board of directors, (B) otherwise properly brought before the meeting by
or at the direction of the board of directors, or (C) otherwise properly brought
before the meeting by a stockholder. For nominations or other business to be
properly brought before a stockholders meeting by a stockholder pursuant to
clause (C) of the preceding sentence, (1) the stockholder must have given timely
notice thereof in writing to the Secretary of the Corporation, (2) such other
business must otherwise be a proper matter for stockholder action under the
Delaware General Corporation Law ("DGCL"), (3) if the stockholder, or the
beneficial owner on whose behalf any such proposal or nomination is made, has
provided the Corporation with a Solicitation Notice, as that term is defined in
paragraph (e) of this Section 2.2, such stockholder or beneficial owner must, in
the case of a proposal, have delivered a proxy statement and form of proxy to
holders of at least the percentage of the Corporation's voting shares required
under applicable law to carry any such proposal, or, in the case of a nomination
or nominations, have delivered a proxy statement and form of proxy to holders of
a percentage of the Corporation's voting shares reasonably believed by such
stockholder or beneficial holder to be sufficient to elect the nominee or
nominees proposed to be nominated by such stockholder, and must, in either case,
have included in such materials the Solicitation Notice and (4) if no
Solicitation Notice relating thereto has been timely provided pursuant to this
section, the stockholder or

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beneficial owner proposing such business or nomination must not have solicited a
number of proxies sufficient to have required the delivery of such a
Solicitation Notice under this section. Notwithstanding anything in these Bylaws
to the contrary, no business shall be conducted at any annual meeting except in
accordance with the procedures set forth in this paragraph (b). The chairman of
the annual meeting shall, if the facts warrant, determine and declare at the
meeting that business was not properly brought before the meeting and in
accordance with the provisions of this paragraph (b), 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, the limitation on bringing matters to a meeting of shareholders
contained in this paragraph (b) shall not apply to Reuters Group PLC, a public
limited company organized under the laws of England and Wales ("Reuters"), or a
transferee from Reuters of at least a majority of the then outstanding shares of
Common Stock (a "Majority Transferee"), until such time as Reuters or a Majority
Transferee shall cease to beneficially own ("Beneficially Own"), within the
meaning of Rule 13d-3 under the Securities Exchange Act of 1934 (the "1934
Act"), as amended, at least a majority of the then outstanding shares of Common
Stock (in each case, the "Trigger Date").

        (c) To be timely, a stockholder's notice shall be delivered to the
Secretary at the principal executive offices of the Corporation not less than
forty five (45) days or more than seventy five (75) days prior to the first
anniversary (the "Anniversary") of the date on which the Corporation first
mailed its proxy materials for the preceding year's annual meeting of
stockholders; provided, however, that in the event that (i) no annual meeting
was held in the previous year or (ii) the date of the annual meeting has been
changed by more than thirty (30) days from the date of the previous year's
meeting, notice by the stockholder to be timely must be so delivered not later
than the close of business on the later of: (i) the day ninety (90) days in
advance of such meeting or (ii) the day ten (10) days following the day on which
public announcement of the date of the meeting is first made. For purposes of
determining whether a stockholder's notice shall have been delivered in a timely
manner for the annual meeting of stockholders in 2002, the first anniversary of
the previous year's meeting shall be deemed to be ____________, 2001. In no
event shall the public announcement of an adjournment of a stockholders meeting
commence a new time period for the giving of a stockholder's notice as described
above. Notwithstanding the foregoing, the limitations contained in this
paragraph (c) shall not apply to Reuters or a Majority Transferee until the
Trigger Date; provided, however, that on or after the Trigger Date, this
paragraph (c) shall not apply to Reuters or a Majority Transferee solely with
respect to the nomination of directors by Reuters or such Majority Transferee or
the removal of any such director.

        (d) Notwithstanding anything in paragraph (c) of this Section 2.2 to the
contrary, in the event that the number of directors to be elected to the board
of directors is increased and there is no public announcement naming all of the
nominees for director or specifying the size of the increased board of directors
made by the Corporation at least 55 days prior to the Anniversary, a
stockholder's notice required by paragraph (f) of this Section 2.2 shall also be
considered timely, but only with respect to nominees for any new positions
created by such increase, if it shall be delivered to the secretary at the
principal executive offices of the Corporation not later than the close of
business on the 10th day following the day on which such public announcement is
first made by the Corporation.



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        (e) A stockholder's notice to the secretary shall set forth as to each
matter the stockholder proposes to bring before the annual meeting: (a) a brief
description of the business desired to be brought before the meeting, (b) the
name and address, as they appear on the Corporation's books, of the stockholder
proposing such business, (c) the class and number of shares of the Corporation
which are owned beneficially by such stockholder, (d) any material interest of
the stockholder in such business and (e) whether either such stockholder or
beneficial owner intends to deliver a proxy statement and form of proxy to
holders of, in the case of a proposal, at least the percentage of the
Corporation's voting shares required under applicable law to carry the proposal
or, in the case of a nomination or nominations, a sufficient number of holders
of the Corporation's voting shares to elect such nominee or nominees (an
affirmative statement of such intent, a "Solicitation Notice").

        (f) Only persons who are nominated in accordance with the procedures set
forth in this paragraph (f) 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 in the
election of directors at the meeting who complies with the notice procedures set
forth in this paragraph (f). 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 in accordance with the provisions
of paragraphs (c) and (d) of this Section 2.2. Such stockholder's notice shall
set forth (i) as to each person, if any, whom the stockholder proposes to
nominate for election or re-election as a director: (A) the name, age, business
address and residence address of such person, (B) the principal occupation or
employment of such person, (C) the class and number of shares of the Corporation
which are beneficially owned by such person, (D) a description of all
arrangements or understandings between the stockholder and each nominee and any
other person or persons (naming such person or persons) pursuant to which the
nominations are to be made by the stockholder, and (E) any other information
relating to such person that is required to be disclosed in solicitations of
proxies for elections of directors, or is otherwise required, in each case
pursuant to Regulation 14A under the 1934 Act (or any successor thereto)
(including without limitation such person's written consent to being named in
the proxy statement, if any, as a nominee and to serving as a director if
elected); and (ii) as to such stockholder giving notice, the information
required to be provided pursuant to paragraph (e) of this Section 2.2. The
chairman of the meeting shall, if the facts warrant, determine and declare at
the meeting that a nomination was not made in accordance with the procedures
prescribed by these Bylaws, and if he or she should so determine, he or she
shall so declare at the meeting, and the defective nomination shall be
disregarded. Notwithstanding the foregoing, this paragraph (f) shall not apply
to Reuters or a Majority Transferee with respect to the nomination of directors
by Reuters or such Majority Transferee.

        (g) For purposes of these Bylaws, "public announcement" shall mean
disclosure in a press release reported by Reuters, the Dow Jones News Service,
Associated Press or a comparable national news service or in a document publicly
filed by the Corporation with the Securities and Exchange Commission pursuant to
Section 13, 14 or 15(d) of the Exchange Act.

        (h) Notwithstanding the foregoing provisions of this Section 2.2, a
stockholder shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to matters set forth
in this Section 2.2. Nothing in this Section 2.2 shall



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be deemed to affect any rights of stockholders to request inclusion of proposals
in the Corporation's proxy statement pursuant to Rule 14a-8 under the Exchange
Act

        2.3. SPECIAL MEETING. Special meetings of stockholders of the
Corporation for any purpose or purposes may be called only by the Chairman of
the board or by the board of directors acting pursuant to a resolution adopted
by a majority of the Whole Board (as defined below); provided, however, that
prior to the Trigger Date special meetings of stockholders of the corporation
may also be called by Reuters. Special meetings of the stockholders may not be
called by any other person or persons. For purposes of these Bylaws, the term
"Whole Board" shall mean the total number of authorized directors whether or not
there exist any vacancies in previously authorized directorships. The board of
directors may postpone or reschedule any previously scheduled special meeting.
Only such business shall be considered at a special meeting of stockholders as
shall have been stated in the notice for such meeting.

        2.4. ORGANIZATION. Meetings of stockholders shall be presided over by
the chairman of the board, if any, or in his or her absence by the vice chairman
of the board, if any, or in his or her absence, or in the absence of the
foregoing persons by a chairman of the meeting, which chairman must be an
officer or director of the Company, designated by the board of directors. The
secretary or in his or her absence an assistant secretary or in the absence of
the secretary and all assistant secretaries a person whom the chairman of the
meeting shall appoint shall act as secretary of the meeting and keep a record of
the proceedings thereof.

        The board of directors of the Corporation shall be entitled to make such
rules or regulations for the conduct of meetings of stockholders as it shall
deem necessary, appropriate or convenient. Subject to such rules and regulations
of the board of directors, if any, the chairman of the meeting shall have the
right and authority to prescribe such rules, regulations and procedures and to
do all such acts as, in the judgment of such chairman, are necessary,
appropriate or convenient for the proper conduct of the meeting, including,
without limitation, establishing an agenda or order of business for the meeting,
rules and procedures for maintaining order at the meeting and the safety of
those present, limitations on participation in such meeting to stockholders of
record of the Corporation and their duly authorized and constituted proxies, and
such other persons as the chairman shall permit, restrictions on entry to the
meeting after the time fixed for the commencement thereof, limitations on the
time allotted to questions or comments by participants, regulation of the
opening and closing of the polls for balloting and matters which are to be voted
on by ballot and adjourning the meeting to another place, if any, date and time.
Unless and to the extent determined by the board of directors or the chairman of
the meeting, meetings of stockholders shall not be required to be held in
accordance with rules of parliamentary procedure.

        2.5. NOTICE OF STOCKHOLDERS' MEETINGS. All notices of meetings of
stockholders shall be sent or otherwise given in accordance with Section 2.6 of
these Bylaws not less than ten (10) nor more than sixty (60) days before the
date of the meeting, except as otherwise provided herein or required from time
to time by the DGCL or the Certificate of Incorporation of the Corporation. The
notice shall specify the place, date, and hour of the meeting, the means of
remote communications, if any, by which stockholders and proxy holders may be
deemed present and vote at such meeting and (i) in the case of a special
meeting, the purpose or purposes for which the meeting is called (no business
other than that specified in the



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notice may be transacted) or (ii) in the case of the annual meeting, those
matters which the board of directors, at the time of giving the notice, intends
to present for action by the stockholders (but any proper matter may be
presented at the meeting for such action). The notice of any meeting at which
directors are to be elected shall include the name of any nominee or nominees
who, at the time of the notice, the board intends to present for election.

        2.6. MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE. Notice of any meeting
of stockholders shall be given either personally or by mail, telecopy, telegram
or other electronic transmission. Notices not personally delivered shall be sent
charges prepaid and shall be addressed to the stockholder at the address of that
stockholder appearing on the books of the Corporation or given by the
stockholder to the Corporation for the purpose of notice. Notice shall be deemed
to have been given at the time when delivered personally or deposited in the
mail or at the time of transmission when sent by telecopy, telegram or other
electronic transmission.

        An affidavit of the mailing or other means of giving any notice of any
stockholders' meeting, executed by the secretary, assistant secretary or any
transfer agent of the Corporation giving the notice, shall be prima facie
evidence of the giving of such notice or report.

        2.7. QUORUM; VOTING. The holders of a majority in voting power 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 (i) the
chairman of the meeting or (ii) the stockholders by the vote of the holders of a
majority of the stock, present in person or represented by proxy shall have
power to adjourn the meeting in accordance with Section 2.8 of these Bylaws.

        When a quorum is present at any meeting, [all elections shall be
determined by a plurality of the voters cast and] the vote of the holders of a
majority of the stock having voting power present in person or represented by
proxy shall decide any [other] question brought before such meeting, unless the
question is one upon which, by express provision of the laws of the State of
Delaware or of the Certificate of Incorporation or these Bylaws, a vote of a
greater number or voting by classes is required, in which case such express
provision shall govern and control the decision of the question.

        If a quorum be initially present, the stockholders may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum, if any action taken is approved by a
majority of the stockholders initially constituting the quorum.

        If a quorum shall fail to attend any meeting, the chairman of the
meeting may adjourn the meeting to another place, if any, date, or time.

        2.8. ADJOURNED MEETING; NOTICE. Any stockholders' meeting, annual or
special, whether or not a quorum is present, may be adjourned from time to time
by the chairman of the meeting.



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        When any meeting of stockholders, either annual or special, is adjourned
to another time or place, notice need not be given of the adjourned meeting if
the time, place and the means of remote communications, if any, by which
stockholders and proxyholders may be deemed to be present in person and vote at
such adjourned meeting are announced at the meeting at which the adjournment is
taken. However, if a new record date for the adjourned meeting is fixed or if
the adjournment is for more than thirty (30) days from the date set for the
original meeting, then notice of the adjourned meeting shall be given. Notice of
any such adjourned meeting shall be given to each stockholder of record entitled
to vote at the adjourned meeting in accordance with the provisions of Sections
2.5 and 2.6 of these Bylaws. At any adjourned meeting the Corporation may
transact any business which might have been transacted at the original meeting.

        2.9. VOTING; RIGHTS. The stockholders entitled to vote at any meeting of
stockholders shall be determined in accordance with the provisions of Section
2.12 of these Bylaws, subject to the provisions of Sections 217 and 218 of the
DGCL (relating to voting rights of fiduciaries, pledgers and joint owners, and
to voting trusts and other voting agreements).

        Except as may be otherwise provided in the Certificate of Incorporation,
by these Bylaws or required by law, each stockholder shall be entitled to one
vote for each share of capital stock held by such stockholder.

        2.10. WAIVER OF NOTICE. Whenever notice is required to be given under
any provision of the DGCL or of the Certificate of Incorporation or these
Bylaws, a written waiver thereto, signed by the person entitled to notice or
waiver by electronic transmission by such person, whether before or after the
time of the event for which notice is to be given, will be deemed equivalent to
notice. Attendance by a person at a meeting shall also constitute a waiver of
notice of and presence at that meeting, except when the person objects at the
beginning of the meeting to the transaction of any business because the meeting
is not lawfully called or convened. Attendance at a meeting is not a waiver of
any right to object to the consideration of matters required by law to be
included in the notice of the meeting but not so included, if that objection is
expressly made at the meeting. 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 Bylaws.

        2.11. RECORD DATE FOR STOCKHOLDER NOTICE. For purposes of determining
the stockholders entitled to notice of any meeting or to vote thereat, the board
of directors may fix, in advance, a record date, which shall not be more than
sixty (60) days nor less than ten (10) days before the date of any such meeting,
and in such event only stockholders of record on the date so fixed are entitled
to notice and to vote, notwithstanding any transfer of any shares on the books
of the Corporation after the record date, except as otherwise provided in the
Certificate of Incorporation, by these Bylaws or by applicable law.

        If the board of directors does not so fix a record date, 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.



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        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
unless the board of directors fixes a new record date for the adjourned meeting,
but the board of directors shall fix a new record date if the meeting is
adjourned for more than thirty (30) days from the date set for the original
meeting.

        The record date for any other purpose shall be as provided in Section
8.1 of these Bylaws.

        2.12. PROXIES. Every person entitled to vote for directors, or on any
other matter, shall have the right to do so either in person or by one or more
agents authorized by a written proxy filed with the secretary of the
Corporation. A written proxy may be in the form of a telegram, cablegram, or
other means of electronic transmission which sets forth or is submitted with
information from which it can be determined that the telegram, cablegram, or
other means of electronic transmission was authorized by the person. 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 duly executed proxy shall be
irrevocable if it states that it is irrevocable and if, and only as long as, it
is coupled with an interest sufficient in law to support an irrevocable power.
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 DGCL. A stockholder may
revoke any proxy which is not irrevocable by attending the meeting and voting in
person or by filing an instrument in writing revoking the proxy or by filing
another duly executed proxy bearing a later date with the secretary of the
Corporation.

        2.13. INSPECTORS OF ELECTION. Before any meeting of stockholders, the
board of directors shall appoint an inspector or inspectors of election to act
at the meeting or its adjournment. The number of inspectors shall be either one
(1) or three (3). If any person appointed as inspector fails to appear or fails
or refuses to act, then the chairman of the meeting may, and upon the request of
any stockholder or a stockholder's proxy shall, appoint a person to fill that
vacancy.

        Such inspectors shall:

        (a) determine the number of shares outstanding and the voting power of
each, the number of shares represented at the meeting, the existence of a
quorum, and the authenticity, validity, and effect of proxies;

        (b) receive votes, ballots or consents;

        (c) hear and determine all challenges and questions in any way arising
in connection with the right to vote;

        (d) count and tabulate all votes or consents;

        (e) determine when the polls shall close;

        (f) determine the result; and

        (g) do any other acts that may be proper to conduct the election or vote
with fairness to all stockholders.



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        The inspectors of election shall perform their duties impartially, in
good faith, to the best of their ability and as expeditiously as is practical.
If there are three (3) inspectors of election, the decision, act or certificate
of a majority is effective in all respects as the decision, act or certificate
of all. Any report or certificate made by the inspectors of election is prima
facie evidence of the facts stated therein.

                                   ARTICLE III
                                    DIRECTORS

        3.1. POWERS. Subject to the provisions of the DGCL and to any
limitations in the Certificate of Incorporation or these 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. The authorized number of directors of the Corporation shall
be no more than [ ] and no less than [ ], and may be fixed and changed within
such range from time to time by a resolution adopted by a majority of the Whole
Board. No reduction of the authorized number of directors shall have the effect
of removing any director before that director's term of office expires.

        3.3. RESIGNATION AND VACANCIES. Any director may resign effective on
giving written notice to the chairman of the board, the president, the secretary
or the board of directors, unless the notice specifies a later time for that
resignation to become effective. If the resignation of a director is effective
at a future time, the board of directors may elect a successor to take office
when the resignation becomes effective.

        Unless otherwise provided in the Certificate of Incorporation:

               (i) Vacancies and 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
               shall, unless otherwise required by law or by resolution of the
               board of directors, be filled only by a majority vote of the
               directors then in office, though less than a quorum (and not by
               stockholders), and directors so chosen shall hold office for a
               term expiring at the annual meeting of stockholders at which the
               term of office of the class to which they have been chosen
               expires and until such director's successor shall have been duly
               elected and qualified.

               (ii) Whenever the holders of any class or classes of stock or
               series thereof are entitled to elect one or more directors by the
               provisions of the Certificate of Incorporation, vacancies and
               newly created directorships of such class or classes or series
               may be filled by a majority of the directors elected by such
               class or classes or series thereof then in office, or by a sole
               remaining director so elected.

        If for any cause, the directors shall not have been elected at an annual
meeting, they may be elected as soon thereafter as convenient at a special
meeting of the stockholders called for that purpose in the manner provided in
these Bylaws.



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        3.4. PLACE OF MEETINGS; MEETINGS BY TELEPHONE. Regular meetings of the
board of directors may be held at any place within or outside the State of
Delaware that has been designated from time to time by resolution of the board
of directors. In the absence of such a designation, regular meetings shall be
held at the principal executive office of the Corporation. Special meetings of
the board of directors may be held at any place within or outside the State of
Delaware that has been designated in the notice of the meeting or, if not stated
in the notice or if there is no notice, at the principal executive office of the
Corporation.

        Any meeting, regular or special, may be held by conference telephone or
other communications equipment by means of which directors participating in the
meeting can hear one another; and all such directors shall be deemed to be
present in person at the meeting.

        3.5. REGULAR MEETINGS. Regular meetings of the board of directors may be
held without notice if the times of such meetings are fixed by the board of
directors.

        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 or by any two or more of the directors.

        Notice of the time and place of special meetings shall be delivered
personally or by telephone to each director or sent by mail, telecopy, telegram
or other electronic transmission, charges prepaid, addressed to each director at
that director's address as it is shown on the records of the Corporation or if
the address is not readily ascertainable, notice shall be addressed to the
director at the city or place in which the meetings of directors are regularly
held. 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 or by telephone, telecopy, telegram or other
electronic transmission, it shall be delivered personally or by telephone or
other electronic transmission at least twenty-four (24) 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. If the meeting is to be held at the principal
executive office of the Corporation, the notice need not specify the place of
the meeting. Moreover, a notice of special meeting need not state the purpose of
such meeting, and, unless indicated in the notice thereof, any and all business
may be transacted at a special meeting.

        3.7. QUORUM. A majority of the Whole Board shall constitute a quorum for
the transaction of business, except to fill vacancies in the board of directors
as provided in Section 3.3 and to adjourn as provided in Section 3.9 of these
Bylaws. Every act or decision done or made by a majority of the directors
present at a duly held meeting at which a quorum is present shall be regarded as
the act of the board of directors, subject to the provisions of the Certificate
of Incorporation and applicable law.

        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.



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        3.8. WAIVER OF NOTICE. Notice of a meeting need not be given to any
director (i) who signs a waiver of notice or a consent to holding the meeting or
an approval of the minutes thereof, whether before or after the meeting, or (ii)
who attends the meeting without protesting, prior thereto or at its
commencement, the lack of notice to such directors. The transactions of any
meeting of the board, however called and noticed or wherever held, are as valid
as though had at a meeting duly held after regular call and notice if a quorum
is present and if, either before or after the meeting, each of the directors not
present signs a written waiver of notice. All such waivers shall be filed with
the corporate records or made part of the minutes of the meeting. A waiver of
notice need not specify the purpose of any regular or special meeting of the
board of directors.

        3.9. ADJOURNMENT. A majority of the directors present, whether or not
constituting a quorum, may adjourn any meeting to another time and place.

        3.10. NOTICE OF ADJOURNMENT. Notice of the time and place of holding an
adjourned meeting need not be given if announced at the meeting from which the
adjournment is taken unless the meeting is adjourned for more than twenty-four
(24) hours. If the meeting is adjourned for more than twenty-four (24) hours,
then notice of the time and place of the adjourned meeting shall be given before
the adjourned meeting takes place, in the manner specified in Section 3.6 of
these Bylaws, to the directors who were not present at the time of the
adjournment.

        3.11. BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING. Any action
required or permitted to be taken by the board of directors may be taken without
a meeting, provided that all members of the board of directors consent in
writing, or by electronic transmission, to that action and the writing or
writings or electronic transmission or transmissions are filed with the minutes
of the proceedings of the board. Such filing 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. Such action by written consent shall
have the same force and effect as a unanimous vote of the board of directors.

        3.12. ORGANIZATION. At any meeting of the board of directors, business
shall be transacted in such order and manner as the board of directors may from
time to time determine, and all matters shall be determined by the vote of a
majority of the directors present, except as otherwise provided herein or
required by law.

        3.13. FEES AND COMPENSATION OF DIRECTORS. Directors and members of
committees may receive such compensation, if any, for their services and such
reimbursement of expenses as may be fixed or determined by resolution of the
board of directors and may be paid a fixed sum for attendance at each meeting of
the board of directors or paid a stated salary or other compensation as
director. This Section 3.13 shall not be construed to preclude any director from
serving the Corporation in any other capacity as an officer, agent, employee or
otherwise and receiving compensation for those services.



                                       10
<PAGE>   11

                                   ARTICLE IV
                                   COMMITTEES

        4.1. COMMITTEES OF DIRECTORS. The board of directors may designate one
(1) or more committees, each consisting of one or more directors, to serve at
the pleasure of the board of directors with such lawfully delegable powers and
duties as it thereby confers. The board of directors may designate one (1) or
more directors as alternate members of any committee, who may replace any absent
member at any meeting of the committee. Any committee, to the extent provided in
the resolution of the board, shall have all the authority of the board, but no
such committee shall have the power or authority to (i) approve or adopt or
recommend to the stockholders any action or matter that requires the approval of
the stockholders or (ii) adopt, amend or repeal any Bylaw of the Corporation.

        4.2. MEETINGS AND ACTION OF COMMITTEES. Meetings and actions of
committees shall be governed by, and held and taken in accordance with, the
provisions of Article III of these Bylaws, Section 3.4 (place of meetings),
Section 3.5 (regular meetings), Section 3.6 (special meetings and notice),
Section 3.8 (waiver of notice), Section 3.9 (adjournment), Section 3.10 (notice
of adjournment), and Section 3.11 (action without meeting), with such changes in
the context of those Bylaws 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 the chairperson of the committee or 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. In addition, for purposes of this
Section 4.2, one-third (1/3) of the members of any committee of the board of
directors shall constitute a quorum unless the committee shall consist of one
(1) or two (2) members, in which event one (1) member shall constitute a quorum;
and all matters shall be determined by a majority vote of the members present.
The board of directors or the committee may adopt rules for the government of
any committee not inconsistent with the provisions of these Bylaws.

        4.3. COMMITTEE MINUTES. Each committee shall keep regular minutes of its
meetings and report the same to the board of directors when required.

                                    ARTICLE V
                                    OFFICERS

        5.1. OFFICERS. The officers of this Corporation shall consist of a
president, one or more vice presidents, a secretary and a chief financial
officer who shall be chosen by the board of directors and such other officers,
including but not limited to a chairman of the board, a vice chairman of the
board, and a treasurer as the board of directors shall deem expedient, who shall
be chosen in such manner as the board of directors may prescribe. Each officer
shall hold office until his or her successor is elected and qualified or until
his or her earlier resignation or removal. Any two or more of such offices may
be held by the same person. The board of directors may designate one or more
vice presidents as executive vice presidents or senior vice presidents. Either
the chairman of the board, the vice chairman of the board, or the president, as
the board of directors may designate from time to time, shall be the chief
executive officer of the Corporation.



                                       11
<PAGE>   12

The board of directors may from time to time designate any executive vice
president as the chief operating officer of the Corporation. Any vice president,
treasurer or assistant treasurer, or assistant secretary respectively may
exercise any of the powers of the president, the chief financial officer, or the
secretary, respectively, as directed by the board of directors and shall perform
such other duties as are imposed upon such officer by the Bylaws or the board of
directors.

        5.2. ELECTION OF OFFICERS. In addition to officers elected by the board
of directors in accordance with Sections 5.1 and 5.3, the Corporation may have
one or more appointed vice presidents. Such vice presidents may be appointed by
the chairman of the board or the president, or by the vice chairman of the board
at any time that when the vice chairman of the board shall be the chief
executive officer, and shall have such duties as may be established by the
chairman, president or vice chairman. Vice presidents appointed pursuant to this
Section 5.2 may be removed in accordance with Section 5.4.

        5.3. TERMS OF OFFICE AND COMPENSATION. The term of office and salary of
each of said officers and the manner and time of the payment of such salaries
shall be fixed and determined by the board of directors and may be altered by
said board from time to time at its pleasure, subject to the rights, if any, of
said officers under any contract of employment.

        5.4. REMOVAL; RESIGNATION OF OFFICERS AND VACANCIES. Any officer of the
Corporation may be removed at the pleasure of the board of directors at any
meeting or, except in the case of an officer chosen by the board of directors,
at the pleasure of any officer who may be granted such power by a resolution of
the board of directors. Any officer may resign at any time, absent any
contractual provision to the contrary, upon written notice to the Corporation
without prejudice to the rights, if any, of the Corporation under any contract
to which the officer is a party. If any vacancy occurs in any office of the
Corporation, the board of directors may elect a successor to fill such vacancy.

        5.5. CHAIRMAN OF THE BOARD. The chairman of the board shall have general
supervision, direction and control of the Corporation's business and its
officers, and, if present, preside at meetings of the stockholders and the board
of directors and exercise and perform such other powers and duties as may from
time to time be assigned to him by the board of directors or as may be
prescribed by these Bylaws. The chairman of the board shall have the power and
duty to call meetings of the board of directors to be held, subject to the
limitations prescribed by law or by these Bylaws, at such times and at such
places as the chairman of the board shall deem proper. The chairman of the board
shall report to the board of directors.

        5.6. VICE CHAIRMAN OF THE BOARD. The vice chairman of the board of
directors, if there shall be one, shall, in the case of the absence, disability
or death of the chairman, exercise all the powers and perform all the duties of
the chairman of the board. The vice chairman shall have such other powers and
perform such other duties as may be granted or prescribed by the board of
directors.

        5.7. PRESIDENT. The powers and duties of the president are:



                                       12
<PAGE>   13

        (a) To affix the signature of the Corporation to all deeds, conveyances,
mortgages, leases, obligations, bonds, certificates and other papers and
instruments in writing which have been authorized by the board of directors or
which, in the judgment of the president, should be executed on behalf of the
Corporation, and to sign certificates for shares of stock of the Corporation.

        (b) To have such other powers and be subject to such other duties as the
board of directors may from time to time prescribe.

        5.8. VICE PRESIDENTS. In case of the absence, disability or death of the
president, the elected vice president, or one of the elected vice presidents,
shall exercise all the powers and perform all the duties of the president. If
there is more than one elected vice president, the order in which the elected
vice presidents shall succeed to the powers and duties of the president shall be
as fixed by the board of directors. The elected vice president or elected vice
presidents shall have such other powers and perform such other duties as may be
granted or prescribed by the board of directors.

        Vice presidents appointed pursuant to Section 5.2 shall have such powers
and duties as may be fixed by the chairman or president, except that such
appointed vice presidents may not exercise the powers and duties of the
president.

        5.9. SECRETARY. The powers and duties of the secretary are:

        (a) To keep a book of minutes at the principal office of the
Corporation, or such other place as the board of directors may order, of all
meetings of its directors and stockholders with the time and place of holding,
whether regular or special, and, if special, how authorized, the notice thereof
given, the names of those present at directors' meetings, the number of shares
present or represented at stockholders' meetings and the proceedings thereof.

        (b) To keep the seal of the Corporation and affix the same to all
instruments which may require it.

        (c) To keep or cause to be kept at the principal office of the
Corporation, or at the office of the transfer agent or agents, a share register,
or duplicate share registers, showing the names of the stockholders and their
addresses, the number of and classes of shares, and the number and date of
cancellation of every certificate surrendered for cancellation.

        (d) To keep a supply of certificates for shares of the Corporation, to
fill in all certificates issued, and to make a proper record of each such
issuance; provided, that so long as the Corporation shall have one or more duly
appointed and acting transfer agents of the shares, or any class or series of
shares, of the Corporation, such duties with respect to such shares shall be
performed by such transfer agent or transfer agents.

        (e) To transfer upon the share books of the Corporation any and all
shares of the Corporation; provided, that so long as the Corporation shall have
one or more duly appointed and acting transfer agents of the shares, or any
class or series of shares, of the Corporation, such duties with respect to such
shares shall be performed by such transfer agent or transfer agents, and the
method of transfer of each certificate shall be subject to the reasonable
regulations of the



                                       13
<PAGE>   14

transfer agent to which the certificate is presented for transfer, and also, if
the Corporation then has one or more duly appointed and acting registrars, to
the reasonable regulations of the registrar to which the new certificate is
presented for registration; and provided, further that no certificate for shares
of stock shall be issued or delivered or, if issued or delivered, shall have any
validity whatsoever until and unless it has been signed or authenticated in the
manner provided in Section 8.5 hereof.

        (f) To make service and publication of all notices that may be necessary
or proper, and without command or direction from anyone. In case of the absence,
disability, refusal, or neglect of the secretary to make service or publication
of any notices, then such notices may be served and/or published by the
assistant secretary, or by the president or a vice president, or by any person
thereunto authorized by either of them or by the board of directors or by the
holders of a majority of the outstanding shares of the Corporation.

        (g) Generally to do and perform all such duties as pertain to the office
of secretary and as may be required by the board of directors.

        5.10. CHIEF FINANCIAL OFFICER. The powers and duties of the chief
financial officer are:

        (a) To supervise the corporate-wide treasury functions and financial
reporting to external bodies.

        (b) To have the custody of all funds, securities, evidence of
indebtedness and other valuable documents of the Corporation and, at the chief
financial officer's discretion, to cause any or all thereof to be deposited for
account of the Corporation at such depositary as may be designated from time to
time by the board of directors.

        (c) To receive or cause to be received, and to give or cause to be
given, receipts and acquittances for monies paid in for the account of the
Corporation.

        (d) To disburse, or cause to be disbursed, all funds of the Corporation
as may be directed by the board of directors, taking proper vouchers for such
disbursements.

        (e) To render to the president and to the board of directors, whenever
they may require, accounts of all transactions and of the financial condition of
the Corporation.

        (f) Generally to do and perform all such duties as pertain to the office
of chief financial officer and as may be required by the board of directors.

        5.11. DELEGATION OF AUTHORITY. The board of directors may from time to
time delegate the powers or duties of any officer to any other officers or
agents, notwithstanding any provision hereof.

        5.12. SECURITIES OF OTHER CORPORATIONS. Unless otherwise directed by the
board of directors, the president or any officer of the corporation authorized
by the president shall have power to vote and otherwise act on behalf of the
Corporation, in person or by proxy, at any meeting of stockholders of or with
respect to any action of stockholders of any other



                                       14
<PAGE>   15

Corporation in which this Corporation may hold securities and otherwise to
exercise any and all rights and powers which this Corporation may possess by
reason of its ownership of securities in such other Corporation.

                                   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 DGCL, indemnify each of
its directors and officers against expenses (including reasonable attorneys'
fees), judgments, fines, settlements and other amounts actually and reasonably
incurred in connection with any proceeding, whether the basis of such proceeding
is alleged action in an official capacity as a director, officer or trustee or
in any other capacity while serving as a director, officer or trustee; provided,
however, that the Corporation may modify the extent of such indemnification by
individual contracts with its directors and executive officers and, provided,
further, that the Corporation shall not be required to indemnify any director or
officer in connection with any proceeding (or part thereof) initiated by such
person unless (i) such indemnification is expressly required to be made by law,
(ii) the proceeding was authorized in advance by the board of directors of the
Corporation, (iii) such indemnification is provided by the Corporation, in its
sole discretion, pursuant to the powers vested in the Corporation under the DGCL
or (iv) such indemnification is required to be made pursuant to an individual
contract. For purposes of this Section 6.1, a "director" or "officer" of the
Corporation includes any person (i) who is or was a director or officer of the
Corporation, (ii) 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 (iii) 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 DGCL, to indemnify each of
its employees and agents (other than directors and officers) against expenses
(including reasonable 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 employee or agent of
the Corporation. For purposes of this Section 6.2, an "employee" or "agent" of
the Corporation (other than a director or officer) includes any person (i) who
is or was an employee or agent of the Corporation, (ii) 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 (iii) 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. 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



                                       15
<PAGE>   16

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 DGCL.

        6.4. EXPENSES. The Corporation shall advance to any person who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he or she is or was a director or
officer of the Corporation, or 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, prior to the final disposition of the
proceeding, promptly following request therefor, all expenses incurred by any
director or officer in connection with such proceeding, upon receipt of an
undertaking, if required under the DGCL, by or on behalf of such person to repay
said amounts if it should be determined ultimately that such person is not
entitled to be indemnified under this Bylaw or otherwise; provided, however,
that the Corporation shall not be required to advance expenses to any director
or officer in connection with any proceeding (or part thereof) initiated by such
person unless the proceeding was authorized in advance by the board of directors
of the Corporation.

        Notwithstanding the foregoing, unless otherwise determined pursuant to
Section 6.5, no advance shall be made by the Corporation to an officer of the
Corporation (except by reason of the fact that such officer is or was a director
of the Corporation in which event this paragraph shall not apply) in any action,
suit or proceeding, whether civil, criminal, administrative or investigative, if
a determination is reasonably and promptly made (i) by the board of directors by
a majority vote of a quorum consisting of directors who were not parties to the
proceeding, or (ii) if such quorum is not obtainable, or, even if obtainable, a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion, that the facts known to the decision-making party at the time
such determination is made demonstrate clearly and convincingly that such person
acted in bad faith or in a manner that such person did not believe to be in or
not opposed to the best interests of the Corporation.

        6.5. NON-EXCLUSIVITY OF RIGHTS. The rights conferred on any person by
this Bylaw shall not be exclusive of any other right which such person may have
or hereafter acquire under any statute, provision of the Certificate of
Incorporation, Bylaws, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding office. The Corporation is specifically
authorized to enter into individual contracts with any or all of its directors,
officers, employees or agents respecting indemnification and advances, to the
fullest extent not prohibited by the DGCL.

        6.6. SURVIVAL OF RIGHTS. The rights conferred on any person by this
Bylaw shall continue as to a person who has ceased to be a director, officer,
employee or other agent and shall inure to the benefit of the heirs, executors
and administrators of such a person.

        6.7. AMENDMENTS. Any repeal or modification of this Bylaw shall only be
prospective and shall not affect the rights under this Bylaw in effect at the
time of the alleged occurrence of any action or omission to act that is the
cause of any proceeding against any agent of the Corporation.



                                       16
<PAGE>   17

                                   ARTICLE VII
                               RECORDS AND REPORTS

        7.1. MAINTENANCE AND INSPECTION OF RECORDS. The Corporation shall,
either at its principal executive office or at such place or places as
designated by the board of directors, keep a record of its stockholders listing
their names and addresses and the number and class of shares held by each
stockholder, a copy of these Bylaws as amended to date, accounting books 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.

        7.2. INSPECTION BY DIRECTOR. 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.

        7.3. REPRESENTATION OF SHARES OF OTHER CORPORATIONS. The president or
any other officer of the Corporation authorized by the board of directors is
authorized to vote, represent, and exercise on behalf of the Corporation all
rights incident to any and all shares of any other corporation or corporations
standing in the name of the Corporation. The authority herein granted may be
exercised either by such person directly or by any other person authorized to do
so by proxy or power of attorney duly executed by such person having the
authority.

                                  ARTICLE VIII
                                 GENERAL MATTERS

        8.1. RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING. For purposes
of determining 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 other lawful action, the board of
directors may fix, in advance, a record date, which shall not be more than sixty
(60) days before any such action. In that case, only stockholders of record at
the close of business on the date so fixed are entitled to receive the dividend,
distribution or allotment of rights, or to exercise such rights, as the case may
be, notwithstanding any transfer of any shares on the books of the Corporation
after the record date so fixed, except as otherwise provided in the Certificate
of Incorporation, by these Bylaws, by agreement or by law.

        If the board of directors does not so fix a record date, then the record
date for determining stockholders for any such purpose shall be at the close of
business on the day on which the board adopts the applicable resolution.



                                       17
<PAGE>   18

        8.2. CHECKS; DRAFTS; EVIDENCES OF INDEBTEDNESS. 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.

        8.3. CORPORATE CONTRACTS AND INSTRUMENTS; HOW EXECUTED. The board of
directors, except as otherwise provided in these 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.

        8.4. FISCAL YEAR. The fiscal year of the Corporation shall begin on the
first day of January of each year and end on the last day of December of the
following year.

        8.5. STOCK CERTIFICATES. Every holder of shares of the Corporation 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
a vice president, and by the treasurer or an assistant treasurer, or the
secretary or an assistant secretary of the 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.

        8.6. STATEMENT OF RIGHTS. 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 or
the notice sent to holders of uncertificated shares; provided, however, that,
except as otherwise provided in Section 202 of the DGCL, 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 or such notice to holders of uncertificated shares 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.

        8.7. LOST CERTIFICATES. The Corporation may issue a new share
certificate or new certificate for any other security in the place of any
certificate theretofore 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 (or other adequate security) sufficient to indemnify it
against any claim that may be made against it



                                       18
<PAGE>   19

(including any expense or liability) on account of the alleged loss, theft or
destruction of any such certificate or the issuance of such new certificate. The
board of directors may adopt such other provisions and restrictions with
reference to lost certificates, not inconsistent with applicable law, as it
shall in its discretion deem appropriate.

        8.8. CONSTRUCTION; DEFINITIONS. Unless the context requires otherwise,
the general provisions, rules of construction, and definitions in the DGCL shall
govern the construction of these 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.

        8.9. PROVISIONS ADDITIONAL TO PROVISIONS OF LAW. All restrictions,
limitations, requirements and other provisions of these Bylaws shall be
construed, insofar as possible, as supplemental and additional to all provisions
of law applicable to the subject matter thereof and shall be fully complied with
in addition to the said provisions of law unless such compliance shall be
illegal.

        8.10. PROVISIONS CONTRARY TO PROVISIONS OF LAW. Any article, section,
subsection, subdivision, sentence, clause or phrase of these Bylaws which upon
being construed in the manner provided in Section 8.9 hereof, shall be contrary
to or inconsistent with any applicable provisions of law, shall not apply so
long as said provisions of law shall remain in effect, but such result shall not
affect the validity or applicability of any other portions of these Bylaws, it
being hereby declared that these Bylaws would have been adopted and each
article, section, subsection, subdivision, sentence, clause or phrase thereof,
irrespective of the fact that any one or more articles, sections, subsections,
subdivisions, sentences, clauses or phrases is or are illegal.

        8.11. NOTICES. Any reference in these Bylaws to the time a notice is
given or sent means, unless otherwise expressly provided, the time a written
notice by mail is deposited in the United States mails, postage prepaid; or the
time any other written notice is personally delivered to the recipient or is
delivered to a common carrier for transmission, or actually transmitted by the
person giving the notice by electronic means, to the recipient; or the time any
oral notice is communicated, in person or by telephone or wireless, to the
recipient or to a person at the office of the recipient who the person giving
the notice has reason to believe will promptly communicate it to the recipient.
Without limiting the manner by which notice otherwise may be given effectively
to stockholders, any notice to stockholders may be given by electronic
transmission in the manner provided in Section 232 of the DGCL.

        8.12. FACSIMILE SIGNATURES. 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.

        8.13. RELIANCE UPON BOOKS, REPORTS AND RECORDS. Each director, each
member of any committee designated by the board of directors, and each officer
of the Corporation shall, in the performance of his or her duties, be fully
protected in relying in good faith upon the books of account or other records of
the Corporation and upon such information,



                                       19
<PAGE>   20

opinions, reports or statements presented to the Corporation by any of its
officers or employees, or committees of the board of directors so designated, or
by any other person as to matters which such director or committee member
reasonably 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
Corporation.

        8.13. TIME PERIODS. In applying any provision of these Bylaws which
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 shall be used, the day of the doing of the act
shall be excluded, and the day of the event shall be included.

                                   ARTICLE IX
                                   AMENDMENTS

        Subject to Section 6.7 hereof, the original or other bylaws of the
Corporation may be adopted, amended or repealed (1) at any annual or special
meeting of stockholders, by the affirmative vote of the holders of a majority of
the voting power of the stock issued and outstanding and entitled to vote
thereat; provided, however, that from and after the Trigger Date, the
affirmative vote of the holders of at least 66 2/3% of the voting power of all
of the then outstanding share of the capital stock of the Corporation entitled
to vote generally in the election of directors, voting together as a single
class, shall be required to adopt, amend or repeal any provision of the Bylaws
of the Corporation; and, provided, further, however, that in the case of any
such stockholder action at a special meeting of stockholders, notice of the
proposed alteration, repeal or adoption of the new Bylaw or Bylaws must be
contained in the notice of such special meeting, or (2) by the affirmative vote
of a majority of the board of directors. The fact that the power to amend these
Bylaws 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.

        Whenever an amendment or new bylaw is adopted, it shall be copied in the
book of Bylaws with the original Bylaws, in the appropriate place. If any bylaw
is repealed, the fact of repeal with the date of the meeting at which the repeal
was enacted or the filing of the operative written consent(s) shall be stated in
said book.



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