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                                                                    EXHIBIT 4.2



                                                 As Adopted September 15, 1993,
                                                  and Amended on May 23, 1996
                                                     and August 25, 1996
                                                  ------------------------------

                                RESTATED BYLAWS
                                       OF
                                 WORLDCOM, INC.

                            (a Georgia Corporation)



                                   ARTICLE I

                                    OFFICES

         The principal office of the corporation shall be located in Jackson,
Mississippi. The principal books of the corporation shall be kept at such
principal office, with necessary books and records being kept at such other
place or places as the Board of Directors may from time to time determine. The
registered office of the corporation required by the Georgia Business
Corporation Code shall be located within the State of Georgia. The corporation
may have such other offices, either within or without the State of Georgia, as
the Board of Directors may designate or as the business of the corporation may
require from time to time.


                                   ARTICLE II

                                  SHAREHOLDERS

         Section 1. Annual Meeting. The annual meeting of the shareholders
shall be held on the date and time fixed by the Board of Directors for the
purpose of electing directors and for the transaction of such other business as
may properly be brought before the meeting.

         Section 2. Special Meetings. Special meetings of the shareholders, for
any purpose or purposes, unless otherwise prescribed by statute, may be called
by the Board of Directors or President, and shall be called by the President at
the written request of the holders of not less than forty percent (40%) of all
the votes entitled to be cast on any issue to be considered at the meeting,
which written request must describe the purpose or purposes for which the
special meeting is to be held.

         Section 3. Place of Meeting. Meetings of the shareholders shall be
held at such place as may be designated by the Board of Directors and stated in
the notice of meeting.

         Section 4. Notice of Meeting. Written notice stating the place, date
and time of the meeting and, in case of a special meeting, the purpose or
purposes for which the meeting is called, shall, unless otherwise prescribed by
statute, be delivered to each shareholder of record entitled to vote at such
meeting not less than ten (10) days or more than sixty (60) days before the
date of the meeting.



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         Section 5. Record Date. In order that the corporation may determine
the shareholders entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, 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 action, the Board of Directors may fix, in
advance, a record date, which shall not be more than seventy (70) days before
the date of such meeting or action. If no record date is fixed, (i) the record
date for determining shareholders entitled to notice of or to vote at a meeting
of shareholders shall be at the close of business on the day before the day on
which the first notice is given to such shareholders, and (ii) the record date
for determining shareholders for any other purpose shall be at the close of
business on the day which the Board of Directors authorizes the action. A
determination of shareholders of record entitled to notice of or to vote at a
meeting of shareholders shall apply to any adjournment of the meeting, unless
the Board of Directors fixes a new record date. The Board of Directors is
required to fix a new record date if the meeting is adjourned to a date more
than one hundred twenty (120) days after the date fixed for the original
meeting.

         Section 6. Voting Record. The officer or agent having charge of the
stock transfer books for shares of the corporation shall make a complete record
of the shareholders entitled to vote at each meeting of shareholders or any
adjournment thereof, arranged by voting group in alphabetical order, with the
address of and the number of shares held by each. Such record shall be produced
and kept open beginning two (2) business days after notice of the meeting
through the meeting at the corporation's principal office. Upon written demand
of a shareholder, such record shall be subject to inspection by the shareholder
during regular business hours during such time. Such record may also be copied
by any shareholder, at his expense, if such shareholder does so in good faith,
for a proper purpose and in compliance with statutory requirements.

         Section 7. Quorum. The holders of shares entitled to vote as a
separate voting group may take action on a matter at a meeting only if a quorum
exists with respect to that matter. Unless the Articles of Incorporation or the
Georgia Business Corporation Code, as amended from time to time, provides
otherwise, the holders of a majority of the votes entitled to be cast on a
matter by the voting group constitute a quorum of that voting group for action
on that matter. Once a share is represented for any purpose at a meeting, the
holder is deemed present for quorum purposes for the remainder of the meeting,
unless a new record date is or must be set for an adjournment of such meeting.

         Section 8. Proxies. At all meetings of shareholders, a shareholder may
vote in person or by proxy executed in writing by the shareholder or by his
duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary
of the corporation before or at the time of the meeting. No proxy shall be
valid after eleven (11) months from the date of its execution, unless otherwise
provided in the proxy. The appointment of a proxy is revocable by the
shareholder, unless the appointment form conspicuously states that it is
irrevocable and the appointment is coupled with an interest.

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         Section 9. Voting of Shares. Directors shall be elected by a plurality
of the votes cast by shareholders entitled to vote in the election at a meeting
at which a quorum is present. Shareholder action on all other matters shall be
approved if the votes cast in favor of the action exceed the votes cast in
opposition to such action, unless otherwise provided by law or the Articles of
Incorporation. If two or more groups are entitled to vote separately on a
matter, action on a matter is taken only when approved by each voting group.
Each outstanding share of the capital stock having voting power shall be
entitled to one vote upon each matter submitted to a vote at a meeting of
shareholders; provided, however, that the preferred stock of the corporation
outstanding, if any, shall have such voting rights as granted to such shares of
preferred stock in or pursuant to the corporation's Articles of Incorporation.

         Section 10. Adjournment. When a meeting of shareholders is adjourned
to another date, time or place, notice need not be given of the adjourned
meeting if the new date, time and place are announced at the meeting before the
adjournment; provided, however, that if a new record date is or must be fixed
under the Georgia Business Corporation Code, as amended from time to time, or
these Bylaws, a notice of the adjourned meeting must be given to shareholders
as of the new record date. At the adjourned meeting the shareholders may
transact any business which might have been transacted had a quorum been
present at the time originally designated for the meeting.


                                  ARTICLE III

                               BOARD OF DIRECTORS

         Section 1. General Powers. The powers of the corporation shall be
exercised, its business conducted and managed, and its property controlled
under the direction of the Board of Directors.

         Section 2. Number, Tenure and Qualifications. The number of directors
of the corporation shall be not less than three (3); the number thereof to be
determined from time to time by the Board of Directors. Each director shall
hold office until the next annual meeting of shareholders following his
election or appointment and until his successor shall have been elected and
qualified or until his earlier resignation, removal from office, or death. A
director need not be a resident of the State of Georgia or a shareholder of the
corporation.

         Section 3. Nomination. Nominations for the election of directors at an
annual meeting of shareholders will be made by the Board of Directors or a
committee appointed by the Board of Directors or by any shareholder entitled to
vote in the election of directors at the meeting. Shareholders entitled to vote
in such election may nominate one or more persons for election as directors
only if written notice of such shareholder's intent to make such nomination or
nominations has been given either by personal delivery or by United States
mail, postage prepaid, to the Secretary of the corporation not later than
ninety (90) days prior to the anniversary date of the immediately preceding
annual meeting. Such notice shall set forth: (a) the name and


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address of the shareholder who intends to make the nomination and of the
person or persons to be nominated; (b) a representation that the shareholder is
a holder of record of stock of the corporation entitled to vote at such meeting
and intends to appear in person or by proxy at the meeting to nominate the
person or persons specified in the notice; (c) a description of all
arrangements or understandings between the shareholder and each nominee and any
other person or persons (naming such person or persons) pursuant to which the
nomination or nominations are to be made by the shareholder; (d) such other
information regarding each nominee proposed by such shareholder as would be
required to be included in a proxy statement filed pursuant to the proxy rules
of the Securities and Exchange Commission; and (e) the consent of each nominee
to serve as a director of the corporation if so elected. The presiding officer
of the meeting may refuse to acknowledge the nomination of any person not made
in compliance with the foregoing procedure.

         Section 4. Regular Meetings. A regular meeting of the Board of
Directors shall be held without notice other than this Bylaw immediately after,
and at the same place as, the annual meeting of shareholders. The Board of
Directors may provide, by resolution, the time and place for the holding of
additional regular meetings without notice other than such resolution.

         Section 5. Special Meetings. Special meetings of the Board of
Directors may be called by or at the request of the Chairman of the Board, the
President or a majority of directors. The person or persons authorized to call
special meetings of the Board of Directors may fix any place as the place for
holding any special meeting of the Board of Directors so called.

         Section 6. Chairman of the Board. The Chairman of the Board shall be
chosen from among the members of the Board of Directors. If requested to do so,
the Chairman of the Board shall preside at all meetings of the Board of
Directors and shareholders. The Chairman of the Board shall perform such other
duties as from time to time may be assigned by the Board of Directors.

         Section 7. Telephonic Meetings. Meetings of the Board of Directors may
be conducted by conference telephone or similar communications equipment by
means of which all person participating can hear each other, and participation
in such a meeting shall constitute presence in person at such meeting.

         Section 8. Notice of Meeting. Notice of any special meeting shall be
given at least one (1) day prior thereto. Notice is not required prior to any
regular meeting of the Board of Directors. Any director may waive notice of any
meeting. The attendance of a director at a meeting shall constitute a waiver of
notice of such meeting, except where a director attends a meeting for the
express purpose of objecting 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 Board
of Directors need be specified in the notice or waiver of notice of such
meeting.


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         Section 9. Adjournment. When a meeting of the Board of Directors is
adjourned to another time or place, notice need not be given of the adjourned
meeting if the new time and place are fixed at the meeting at which the
adjournment is taken and if the period of adjournment does not exceed one (1)
month in any one adjournment. At the adjourned meeting the Board of Directors
may transact any business which might have been transacted had a quorum been
present at the time originally designated for the meeting.

         Section 10. Quorum and Voting. A quorum of the Board of Directors
consists of a majority of the number of directors fixed pursuant to these
Bylaws. The affirmative vote of a majority of the directors present at a
meeting at which a quorum is present shall be the act of the Board of
Directors, except as otherwise may be specifically provided by law, by the
Articles of Incorporation or by these Bylaws.

         Section 11. Action without a Meeting. Any action required or permitted
to be taken by the Board of Directors at a meeting may be taken without a
meeting if all members of the Board consent thereto in writing, setting forth
the action so taken, and there is an affirmative vote of the number of
directors which would be necessary to authorize or take such action at a
meeting, evidenced in writing. The writing or writings are to be filed with the
minutes of the proceedings of the Board.

         Section 12. Vacancies. Any vacancy occurring on the Board of Directors
created by an increase in the number of directors by action of the shareholders
shall be filled by the shareholders in the same manner as at an annual
election. The Board of Directors shall fill any vacancy occurring on the Board
created by an increase in the number of directors by action of the Board or the
removal or resignation of a director as set forth in Sections 14 and 15 of this
Article III, except such vacancy shall be filled pursuant to the Articles of
Incorporation to the extent the Articles of Incorporation provide that a class
of shareholders may fill a vacancy created by the removal or resignation of a
director elected by that class. A director elected to fill a vacancy shall hold
office for the unexpired term of his predecessor.

         Section 13. Compensation. By resolution of the Board of Directors,
each director may be paid his expenses, if any, of attendance at each meeting
of the Board of Directors, and may be paid a stated salary as director, or a
fixed sum for attendance at each meeting of the Board of Directors, or both,
payable in cash or securities of the corporation. No such payment shall
preclude any director from serving the corporation in any other capacity and
receiving compensation therefor.

         Section 14. Removal. Any or all of the directors may be removed with
or without cause by majority vote of the shares represented at a meeting of the
shareholders at which a quorum is present.

         Section 15. Resignation. A director may resign at any time by
delivering written notice to the corporation, the Chairman of the Board, the
Board of Directors or the President. A 


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resignation is effective when the notice is delivered unless the notice
specifies a later effective date.


                                   ARTICLE IV

                                    OFFICERS

         Section 1. Number. The officers of the corporation shall be a
President and a Secretary, each of whom shall be elected by the Board of
Directors. The Board may also elect or appoint a Chairman of the Board, one or
more Vice Presidents (with or without a modified title such as "Senior,"
"Executive," or "Assistant"), an Assistant Secretary, a Treasurer, an Assistant
Treasurer and such other officers and assistant officers as may be deemed
necessary. One person may hold any number of such offices, except the President
may not hold the office of Senior Vice President, Vice President, Secretary or
Assistant Secretary, and the Secretary and Treasurer shall not hold the office
of Assistant Secretary and Assistant Treasurer, respectively.

         Section 2. Election and Term of Office. The officers of the
corporation shall be elected from time to time by the Board of Directors, as it
deems advisable. Each officer shall hold office until his successor shall have
been duly elected and qualified, or until his death, or until he shall resign
or shall have been removed in the manner hereinafter provided.

                  Section 3. Removal. The Board of Directors may remove any
officer or agent of the corporation at any time with or without cause. Removal
of an officer or agent shall be without prejudice to the contract rights, if
any, of the person so removed. Election or appointment of an officer or agent
shall not of itself create any contract rights.

         Section 4. Resignation. Any officer may resign at any time by
delivering notice to the corporation. A resignation is effective when the
notice is delivered unless the notice specifies a later effective date. If a
resignation is made effective at a later date and the corporation accepts the
future effective date, the Board of Directors may fill the pending vacancy
before the effective date if it provides that the successor does not take
office until the effective date. An officer's resignation does not affect the
corporation's contract rights, if any, with the officer.

         Section 5. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification, or otherwise, may be filled by the
Board of Directors for the unexpired portion of the term. In the event of an
absence of any officer of the corporation, or for any other reason which the
Board of Directors may deem sufficient, the Board may delegate for the time
being the powers or duties, or any of them, of such officer to any other
officer or director, in connection with these Bylaws.



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         Section 6. Salaries. The salaries of the officers shall be fixed from
time to time by the Board of Directors, and no officer shall be prevented from
receiving such salary by reason of the fact that he is also a director of the
corporation.

         Section 7. President. The President shall be the chief executive
officer of the corporation and, subject to the control of the Board of
Directors, shall be primarily responsible for the general management of the
business affairs of the corporation and for implementing the policies and
directives of the Board of Directors, shall in general supervise and control
all of the business and affairs of the corporation and shall see that all
orders and resolutions of the Board of Directors are carried into effect, shall
have authority to make contracts on behalf of the corporation in the ordinary
course of business of the corporation, shall preside at all meetings of the
Board of Directors and shareholders if requested to do so and shall perform
such other duties as from time to time may be assigned by the Board of
Directors.

         Section 8. The Vice Presidents. The Vice Presidents shall assist the
President in the management of the business. During the absence or disability
of the President, the Vice Presidents in the order designated by the President
or the Board of Directors, or in the absence of any designation, then in the
order of their election, shall perform 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 perform such other duties as from
time to time may be assigned to them by the President.

         Section 9. The Secretary. The Secretary shall: (a) keep the minutes of
the proceedings of the shareholders, the Board of Directors and the standing
committees in one or more books provided for that purpose; (b) see that all
notices are duly given in accordance with the provisions of these Bylaws or as
required by law; (c) be custodian of the corporate records and of the seal of
the corporation and see that the seal of the corporation is affixed to all
documents, the execution of which on behalf of the corporation under its seal
is duly authorized; (d) keep a register of the post office address of each
shareholder which shall be furnished to the Secretary by such shareholder; (e)
sign, with the President, certificates for shares of the corporation, the
issuance of which shall have been authorized by resolution of the Board of
Directors; (f) have general charge of the stock transfer books of the
corporation; and (g) in general perform all duties incident to the office of
Secretary and such other duties as from time to time may be assigned to him by
the Board of Directors or the President.

         Section 10. The Treasurer. The Treasurer shall be the chief financial
officer of the corporation and shall have custody of all valuables. The
Treasurer shall: (a) have charge and custody of and be responsible for all
funds and securities of the corporation; (b) receive and give receipts for
monies due and payable to the corporation from any source whatsoever, and
deposit all such monies in the corporation's account(s); and (c) in general
perform all of the duties incident to the office of Treasurer and such other
duties as from time to time may be assigned to him by the President.


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         Section 11. Assistant Secretaries and Assistant Treasurers. The
Assistant Secretaries may sign with the President certificates for shares of
the corporation, the issuance of which shall have been authorized by a
resolution of the Board of Directors. The Assistant Treasurers shall, if
required by the Board of Directors, give bonds for the faithful discharge of
their duties in such sums and with such sureties as the Board of Directors
shall determine. The Assistant Secretaries and Assistant Treasurers, in
general, shall perform such duties as shall be assigned to them by the
Secretary or the Treasurer, respectively, or the President.


                                   ARTICLE V

                   CERTIFICATES FOR SHARES AND THEIR TRANSFER

         Section 1. Certificates for Shares. Shares may be issued by the
corporation by the delivery of certificates representing such shares and in
such form as shall be determined by the Board of Directors. Such certificates
shall be signed by the President and by the Secretary or an Assistant
Secretary. The signature of such officers upon a certificate may be facsimiles
if the certificate is manually signed on behalf of a transfer agent or a
registrar, other than the corporation itself or one of its employees. Each
certificate for shares shall be consecutively numbered or otherwise identified.
The name and address of the person to whom the shares represented thereby are
issued, with the number and class of shares, the designation of the series, if
any, the certificate represents, and date of issue, shall be entered on the
stock transfer books of the corporation. All certificates surrendered to the
corporation for transfer shall be cancelled, and no new certificate shall be
issued until the former certificate for a like number of shares shall have been
surrendered and cancelled, except that in case of a lost, destroyed, or
mutilated certificate a new one may be issued therefor upon such terms and
indemnity to the corporation as the President or the Board of Directors may
prescribe.

         Section 2. Shares without Certificates. Shares of common stock of the
corporation need not be represented by certificates. The Board of Directors of
the corporation may authorize the issuance of some or all of the shares of any
or all of the corporation's other classes or series of stock without
certificates. Any such authorization shall not affect shares already
represented by certificates until such certificated shares are surrendered to
the corporation. Within a reasonable time after the issue or transfer of shares
without certificates, the corporation shall send to the holder thereof a
written statement which includes: (1) the name of the corporation and that it
is organized under the laws of the State of Georgia; (2) the name of the person
to whom the shares are issued; (3) the number and class and designation of the
series, if any, of the shares; and (4) any restrictions on the transfer or
registration of transfer of such shares.

         Section 3. Transfer of Shares. Transfers of shares of the corporation
shall be made only on the stock transfer books of the corporation by the holder
of record thereof or by his legal representative, who shall furnish proper
evidence of his authority to transfer, or by his attorney thereunto authorized
by power of attorney duly executed and filed with the Secretary of 


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the corporation or a transfer agent or registrar, and on surrender for
cancellation of the certificate for such shares, if a certificate representing
such shares shall have been issued. The person in whose name shares stand on
the books of the corporation shall be deemed by the corporation to be the owner
thereof for all purposes.


                                   ARTICLE VI

                                  FISCAL YEAR

         The fiscal year of the corporation shall be determined and fixed by
the Board of Directors.


                                  ARTICLE VII

                                 CORPORATE SEAL

         The Board of Directors of the corporation may adopt a corporate seal
for the corporation and when so adopted and impressed on the margin hereof or
the margin of the minutes of the meeting at which the seal is adopted, the same
shall be and constitute the corporate seal of this corporation, but unless and
until such action be taken by the Board of Directors, this corporation shall
have no corporate seal. In the event that no corporate seal is adopted, or if
it is inconvenient to use such seal at any time, the signature of the
corporation followed by the word "Seal" enclosed in parentheses shall be deemed
the seal of the corporation, but the absence of such seal on any instrument, or
its addition thereto, shall not affect its character or validity or legal
effect in any respect.


                                  ARTICLE VIII

                                WAIVER OF NOTICE

         Whenever any notice is required to be given to any shareholder or
director of the corporation pursuant to law or under the provisions of the
Articles of Incorporation or these Bylaws, a waiver thereof in writing signed
by the person or persons entitled to such notice delivered to the corporation
and filed in the corporation's minutes or corporate records, whether before or
after the time stated therein, shall be deemed equivalent to the giving of such
notice. A shareholder's or director's attendance at, or participation in, a
meeting shall constitute waiver of notice and consent to the consideration of
matters not described in any notice as set forth in the Georgia Business
Corporation Code, as amended from time to time. Neither the business to be
transacted at, nor the purpose of, any meeting of the shareholders or directors
is required to be specified in any waiver of notice.


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                                   ARTICLE IX

                                   COMMITTEES

         Section 1. Appointment. The Board of Directors, by resolution adopted
by a majority of all the directors in office when the action is taken, may
designate one or more of its members to constitute a committee. The designation
of a committee and the delegation of authority thereto shall not operate to
relieve the Board of Directors, or any member thereof, of any responsibility
imposed by law. The Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disabled
member at any meeting of the committee.

         Section 2. Tenure. The members of a committee serve at the pleasure of
the Board of Directors, which may at any time, for any or no reason, remove any
individual committee member, increase or decrease the number of members of a
committee, or terminate the existence of a committee. The membership of a
committee member shall terminate on the date of his removal, resignation or
death. The Board of Directors may fill any vacancy on a committee created by
removal, resignation, death or an increase in the number of members of the
committee.

         Section 3. Authority. All duly delegated committees may exercise such
power and authority in the management of the business and affairs of the
corporation as specified by resolution of the Board of Directors and to the
extent allowed by applicable law, the Articles of Incorporation and these
Bylaws and may have power to authorize the seal of the corporation to be
affixed to all papers which may require it.

         Section 4. Executive Committee. The Board of Directors may appoint an
Executive Committee which, to the extent permitted by law, shall have and may
exercise when the Board of Directors is not in session all powers of the Board
of Directors regarding the supervision of the management of the business and
affairs of the corporation. The Executive Committee shall be chaired by the
President of the corporation.


                                   ARTICLE X

                   INDEMNIFICATION OF OFFICERS AND DIRECTORS

         Section 1. Indemnification for Third Party Actions. Under the
circumstances prescribed in Sections 3 and 4 of this Article, the corporation
shall indemnify and hold harmless 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
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the 


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corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in a manner he believed in good faith to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. The termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did not
act in a manner which he reasonably believed to be in or not opposed to the
best interests of the corporation, and with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

         Section 2. Indemnification for Derivative Actions. Under the
circumstances prescribed in Sections 3 and 4 of this Article, the corporation
shall indemnify and hold harmless any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor
by reason of the fact he 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 expenses (including attorneys'
fees) actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit, if he acted in good faith and in a manner he
believed in good faith to be in or not opposed to the best interests of the
corporation; except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of his duty to the
corporation, unless and only to the extent that the court in which such action
or suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses which
the court shall deem proper.

         Section 3. Indemnification for Expenses. To the extent that a
director, officer, employee or agent of a corporation has been successful on
the merits or otherwise in defense of any action, suit or proceeding referred
to in Sections 1 and 2 of this Article, or in defense of any claim, issue or
matter therein, he shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection therewith.

         Section 4. Determination as to Indemnification. Except as provided in
Section 3 of this Article and except as may be ordered by a court, any
indemnification under Sections 1 and 2 of this Article shall be made by the
corporation only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances because he has met the applicable standard of conduct set forth
in Sections 1 and 2. Such determination shall be made (1) by the Board of
Directors by a majority vote of a quorum consisting of directors not at the
time parties to the proceeding; (2) if a quorum cannot be obtained under
paragraph (1) of this subsection, by majority vote of a committee duly
designated by the Board of Directors (in which designation directors who are
parties may 


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participate), consisting solely of two (2) or more directors not at the time
parties to the proceeding; (3) by special legal counsel (A) selected by the
Board of Directors or a committee thereof in the manner prescribed in paragraph
(1) or (2) of this subsection, or (B) if a quorum of the Board of Directors
cannot be obtained under paragraph (1) of this subsection and a committee
cannot be designated under paragraph (2) of this subsection, selected by
majority vote of the full Board of Directors (in which selection directors who
are parties may participate); or (4) by the shareholders, but shares owned by
or voted under the control of directors who are at the time parties to the
proceeding may not be voted on the determination. The obligation to indemnify
and the evaluation as to reasonableness of expenses shall be made in the same
manner as the determination whether indemnification is proper is made, except
that if the determination is made by special legal counsel, authorization of
indemnification and evaluation as to reasonableness of expenses also shall be
made by such special legal counsel.

         Section 5. Advancement of Expenses. Reasonable expenses incurred by a
director, officer, employee or agent who is a party to a civil or criminal
action, suit or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit or proceeding as authorized by the Board
of Directors in the specific case upon receipt of (1) a written affirmation
from the director, officer, employee or agent of his good faith belief that he
has met the standard of conduct set forth in Sections 1 and 2 of this Article,
and (2) a written undertaking, executed personally or on behalf of such
director, officer, employee or agent, to repay any advances if it ultimately
shall be determined that he is not entitled to be indemnified by the
corporation as authorized in this section.

         Section 6. Indemnification not Exclusive. The indemnification provided
by this Article shall not be deemed exclusive of any other rights, in respect
of indemnification or otherwise, to which those seeking indemnification may be
entitled under any Bylaw or resolution approved by the affirmative vote of the
holders of a majority of the shares entitled to vote thereon taken at a meeting
the notice of which specified that such Bylaw or resolution would be placed
before the shareholders, both as to action by a director, officer, employee or
agent in his official capacity while holding such office or position, and as to
action by a person who has ceased to be a director, officer, employee or agent
and shall inure to the benefit of the heirs, executors, and administrators of
such a person.

         Section 7. 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 and incurred by him in any such capacity, or arising out
of his status as such, whether or not the corporation would have the power to
indemnify him against such liability under the provisions of this Article.

         Section 8. Statement to Shareholders. If and as required by the
Georgia Business Corporation Code, as amended from time to time, the
corporation shall send to its shareholders a statement regarding expenses or
other amounts paid by way of indemnification.


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<PAGE>   13
                                   ARTICLE XI

                                   AMENDMENTS

         The Bylaws of the corporation may be altered, amended or repealed, and
new Bylaws may be adopted, by the shareholders at any annual or special meeting
of the shareholders or by the Board of Directors at any regular or special
meeting of the Board of Directors; provided, however, that, the notice of such
meeting shall specify that amendments to the Bylaws will be considered at such
meeting and shall summarize the proposed amendments; and provided further, that
the Bylaws may not be altered, amended or repealed by the Board of Directors to
the extent: (1) the Articles of Incorporation or applicable law reserve the
power to alter, amend or repeal a particular Bylaw exclusively to the
shareholders, in whole or in part; or (2) the shareholders in altering,
amending or repealing a particular Bylaw provide expressly that the Board of
Directors may not alter, amend or repeal that Bylaw.


                                  ARTICLE XII

                           ARTICLES OF INCORPORATION

         In the event that any provision of these Bylaws is inconsistent or in
conflict with any provision contained in the corporation's Articles of
Incorporation (including any amendment thereto setting forth the preferences,
limitations and rights of any series or class of the corporation's preferred
stock) the provision contained in the Articles of Incorporation shall govern.


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