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                                     BYLAWS
                                       OF
                     NEW HAMPSHIRE THRIFT BANCSHARES, INC.
                              (the "Corporation")


                              ARTICLE I - OFFICES

          SECTION 1.   Registered Office.  The registered office of the
                       -----------------                               
Corporation shall be in the City of Wilmington, County of New Castle, State of
Delaware.

          SECTION 2.   Other Offices.  The Corporation may also have an office
                       -------------                                          
at The Carriage House, P. O. Box 37, New London, New Hampshire 03257-0037 or at
such other places both within and without the State of Delaware as the board of
directors may from time to time determine.


                           ARTICLE II - SHAREHOLDERS

          SECTION 1.   Place of Meetings.  All annual and special meetings of
                       -----------------                                     
shareholders shall be held at 9 Main Street, Newport, New Hampshire or at such
other place, either within or without the State of Delaware, as the board of
directors may determine.

          SECTION 2.   Annual Meeting.   A meeting of the shareholders of the
                       --------------                                        
Corporation for the election of directors and for the transaction of any other
business of the Corporation shall be held annually within 150 days after the end
of the Corporation's fiscal year on the date and at the hour determined by the
board of directors.

          SECTION 3.   Special Meetings.   Special meetings of the shareholders
                       ----------------                                        
for any purpose or purposes may be called at any time only by the chairman of
the board or the president of the Corporation, or a majority of the board of
directors of the Corporation.

          SECTION 4.   Conduct of Meetings.   Annual and special meetings shall
                       -------------------                                     
be conducted in accordance with the rules specified by the officer presiding at
the meeting unless otherwise prescribed by law.
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          SECTION 5.   Notice of Meeting.   Written notice stating the place,
                       -----------------                                     
day, and hour of the meeting and the purposes for which the meeting is called
shall be delivered not less than 20 nor more than 50 days before the date of the
meeting, either personally or by mail, by or at the direction of the chairman of
the board or president, or the directors calling the meeting, to each
shareholder of record entitled to vote at such meeting.  If mailed, such notice
shall be deemed to be delivered when deposited in the mail, addressed to the
shareholder at the address as it appears on the stock transfer books or records
of the Corporation as of the record date prescribed in Section 6 of this Article
II with postage prepaid.  When any shareholders' meeting, either annual or
special, is adjourned for 30 days or more, notice of the adjourned meeting shall
be given as in the case of an original meeting.  Provided no new record date for
the meeting is set, it shall not be necessary to give any notice of the time and
place of any meeting adjourned for less than 30 days or of the business to be
transacted at the meeting, other than an announcement at the meeting at which
such adjournment is taken.

          SECTION 6.   Fixing of Record Date.   For the purposes of determining
                       ---------------------                                   
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment, or shareholders entitled to receive payment of any dividend, or
in order to make a determination of shareholders for any other proper purpose,
the board of directors shall fix in advance a date as the record date for any
such determination of shareholders.  Such date in any case shall be not more
than 60 days nor less than 10 days prior to the date on which the particular
action requiring such determination of shareholders is to be taken.  When a
determination of shareholders entitled to vote at any meeting of shareholders
has been made as provided in this section, such determination shall apply to any
adjournment.

          SECTION 7.   Voting Lists.   At least 10 days before each meeting of
                       ------------                                           
the shareholders, the officer or agent having charge of the stock transfer books
for shares of the Corporation shall make a complete list of the shareholders
entitled to vote at such meeting, or any adjournment, arranged in alphabetical
order, with the address and the number of shares held by each.  This list of
shareholders shall be kept on file either at a place within the city where the
meeting is to be held, which place shall be 

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specified in the notice of meeting, or at the place where the meeting is to be
held and shall be subject to inspection by any shareholder at any time during
usual business hours for a period of at least 10 days prior to such meeting.
Such list shall also be produced and kept open at the time and place of the
meeting and shall be subject to the inspection of any shareholder during the
entire time of the meeting. The original stock transfer book shall constitute
prima facie evidence of the shareholders entitled to examine such list or
transfer books or to vote at any meeting of shareholders.

          SECTION 8.   Quorum.   One third of the outstanding shares of the
                       ------                                              
Corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders.  If less than one third of the
outstanding shares are represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time without further notice.
Subject to Section 5 of this Article II of these bylaws, at such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified.  The shareholders present at a duly organized meeting may continue to
transact business until adjournment notwithstanding the withdrawal of enough
shareholders to constitute less than a quorum.

          SECTION 9.  Voting.  Except as otherwise required by law, the
                      ------                                           
certificate of incorporation or these bylaws, any matter brought before any
meeting of shareholders shall be decided by the affirmative vote of the majority
of the votes cast on the matter. Each shareholder represented at a meeting of
shareholders shall be entitled to cast one vote for each share of the capital
stock entitled to vote thereat held by such shareholder.  The board of
directors, in its discretion, may require that any votes cast at such meeting
shall be cast by written ballot.

          SECTION 10.  Proxies.  At all meetings of shareholders, a shareholder
                       -------                                                 
may vote by proxy executed in writing by the shareholder or his duly authorized
attorney in fact.  Proxies solicited on behalf of the board of directors shall
be voted as directed by the shareholder or, in the absence of such direction, as
determined by a majority of the board of directors.  No proxy shall be valid
more than three years from its date, unless the 

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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.

          SECTION 11.  Voting of Shares in the Name of Two or More Persons.  If
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shares or other securities having voting power stand of record in the names of
two or more persons, whether fiduciaries, members of a partnership, joint
tenants, tenants in common, tenants by the entirety or otherwise, or if two or
more persons have the same fiduciary relationship respecting the same shares,
unless the secretary of the Corporation is given written notice to the contrary
and is furnished with a copy of the instrument or order appointing them or
creating the relationship wherein it is so provided, their acts with respect to
voting shall have the following effect:  (1) if only one votes, his act binds
all; (2) if more than one vote, the act of the majority so voting binds all; (3)
if more than one vote, but the vote is evenly split on any particular matter,
each faction may vote the securities in question proportionally, or any person
voting the shares, or a beneficiary, if any, may apply to the Court of Chancery
of the State of Delaware or such other court as may have jurisdiction to appoint
an additional person to act with the persons so voting the shares, which shall
then be voted as determined by the majority of such persons and the person
appointed by the Court.  If the instrument so filed shows that any such tenancy
is held in unequal interests, a majority or even-split for the purposes of this
subsection shall be a majority or even-split in interest.

          SECTION 12.  Voting of Shares by Certain Holders.  Shares standing in
                       -----------------------------------                     
the name of another corporation may be voted by any officer, agent, or proxy as
the bylaws of such corporation may prescribe, or, in the absence of such
provision, as the board of directors of such corporation may determine.  Shares
held by an administrator, executor, guardian, or conservator may be voted by him
or her, either in person or by proxy, without a transfer of such shares into his
or her name.  Shares standing in the name of a trustee may be voted by him or
her, either in person or by proxy, but no trustee shall be entitled to vote
shares held by him or her without a transfer of such shares into his or her
name.  Shares standing in the name of a receiver 

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may be voted by such receiver, and shares held by or under the control of a
receiver may be voted by such receiver without the transfer into his or her name
if authority to do so is contained in an appropriate order of the court or other
public authority by which such receiver was appointed.

          A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.

          Neither treasury shares of its own stock held by the Corporation nor
shares held by another corporation, if a majority of the shares entitled to vote
for the election of directors of such other corporation are held by the
Corporation, shall be voted at any meeting or counted in determining the total
number of outstanding shares at any given time for purposes of any meeting.

          SECTION 13.  Inspectors of Election.  In advance of any meeting of
                       ----------------------                               
shareholders, the board of directors may appoint any persons other than nominees
for office as inspectors of election to act at such meeting or any adjournment.
The number of inspectors shall be either one or three.  Any such appointment
shall not be altered at the meeting.  If inspectors of election are not so
appointed, the chairman of the meeting may, or on the request of not fewer than
10 percent of the votes represented at the meeting shall, make such appointment
at the meeting.  If appointed at the meeting, the majority of the votes present
shall determine whether one or three inspectors are to be appointed.  In case
any person appointed as inspector fails to appear or fails or refuses to act,
the vacancy may be filled by appointment by the board of directors in advance of
the meeting or at the meeting by the chairman of the board.

          Unless otherwise prescribed by law, the duties of such inspectors
shall include:  determining the number of shares and the voting power of each
share, the shares represented at the meeting, the existence of a quorum, and the
authenticity, validity and effect of proxies; receiving votes, ballots, or
consents; hearing and determining all challenges and questions in any way
arising in connection with the rights to vote; counting and tabulating all votes
or consents; determining the result; and such 

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acts as may be proper to conduct the election or vote with fairness to all
shareholders.

          SECTION 14.  Nominating Committee.  Only persons who are nominated in
                       --------------------                                    
accordance with the procedures set forth in this Section 14 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 shareholders by or at
the direction of the board of directors or by any shareholder of the Corporation
entitled to vote for the election of directors at the meeting who complies with
the notice procedures set forth in this Section 14.  Such nominations, other
than those made by or at the direction of the board of directors, shall be made
pursuant to timely notice in writing to the secretary of the Corporation.  To be
timely, a shareholder's notice shall be delivered to or mailed and received at
the principal executive offices of the Corporation not less than 30 days nor
more than 90 days prior to the meeting; provided, however, that in the event
                                        --------  -------
that less than 40 days' notice or prior public disclosure of the date of the
meeting is given or made to shareholders, notice by the shareholder to be timely
must be so received not later than the close of business on the 10th day
following the day on which such notice of the date of the meeting was mailed or
such public disclosure was made.  Such shareholder's notice shall set forth (a)
as to each person whom the shareholder proposes to nominate for election or re-
election as a director, (i) the name, age, business address and residence
address of such person, (ii) the principal occupation or employment of such
person, (iii) the class and number of shares of the Corporation which are
beneficially owned by such person, and (iv) any other information relating to
such person that is required to be disclosed in solicitations of proxies for
election of directors, or as otherwise required, in each case pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended (including
without limitation such person's written consent to being named in the proxy
statement as a nominee and to serving as a director if elected); and (b) as to
the shareholder giving the notice, (i) the name and address, as they appear on
the Corporation's books, of such shareholder and (ii) the class and number of
shares of the Corporation which are beneficially owned by such shareholder.  At
the request of the board of directors, any person nominated by the board of
directors for election as a director shall furnish to the secretary of the
Corporation that 

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information required to be set forth in a shareholder's notice of nomination
which pertains to the nominee. No person shall be eligible for election as a
director of the Corporation unless nominated in accordance with the procedures
set forth in this Section 14. The chairman of the meeting shall, if the facts
warrant, determine and declare to the meeting that a nomination was not made in
accordance with the procedures prescribed by the bylaws, and if he should so
determine, he shall declare to the meeting that the defective nomination shall
be disregarded.

          SECTION 15.  Business at Annual Meeting.  At an annual meeting of the
                       --------------------------
shareholders, 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
shareholder.

          For business to be properly brought before an annual meeting by a
shareholder, the shareholder must have given timely notice thereof in writing to
the secretary of the Corporation.  To be timely, a shareholder's notice must be
delivered to or mailed and received at the principal executive offices of the
Corporation not less than 30 days nor more than 90 days prior to the meeting;
provided, however, that in the event that less than 40 days' notice or prior
public disclosure of the date of the meeting is given or made to shareholders,
notice by the shareholder to be timely must be so received not later than the
close of business on the 10th day following the day on which such notice of the
date of the annual meeting was mailed or such public disclosure was made. A
shareholder's notice to the secretary shall set forth as to each matter the
shareholder proposes to bring before the annual meeting (a) a brief description
of the business desired to be brought before the annual meeting, (b) the name
and address, as they appear on the Corporation's books, of the shareholder
proposing such business, (c) the class and number of shares of the Corporation
which are beneficially owned by the shareholder, and (d) any material interest
of the shareholder in such business.  Notwithstanding anything in these bylaws
to the contrary, no business shall be conducted at an annual meeting except in

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accordance with the procedures set forth in this Section 15.  The chairman of an
annual meeting shall, if the facts warrant, determine and declare to the annual
meeting that a matter of business was not properly brought before the meeting in
accordance with the provisions of this Section 15, and that such business shall
not be transacted.


                       ARTICLE III - BOARD OF DIRECTORS

          SECTION 1.  General Powers. The business and affairs of the
                      --------------
Corporation shall be under the direction of its board of directors. The board of
directors shall annually elect a chairman from among its members who shall
preside at all meetings. In the absence of the chairman, the board of directors
may designate one of its members to preside at such meeting.

          SECTION 2.  Number and Term. The board of directors shall consist of
                      ---------------
11 members and shall be divided into three classes as nearly equal in number as
possible. The members of each class shall be elected for a term of three years
and until their successors are elected and qualified or until earlier
resignation or removal. One class shall be elected by ballot annually. The size
of the board of directors may be increased or decreased only by a two-thirds
vote of the board of directors or by a vote of two-thirds of the shares eligible
to be voted at a duly constituted meeting of stockholders called for such
purpose.

          SECTION 3.  Qualifications. After the Corporation becomes publicly-
                      --------------
owned, each director shall at all times be the beneficial owner of not less than
100 shares of capital stock of the Corporation.

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

          SECTION 5.  Special Meetings.  Special meetings of the board of
                      ----------------
directors may be called by or at the request of the 

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chairman of the board, the president, or one-third of the directors.

          SECTION 6.  Telephonic Participation.  Members of the board of
                      ------------------------
directors may participate in regular or special meetings by means of conference
telephone or similar communications equipment by which all persons participating
in the meeting can hear each other. Such participation shall constitute presence
in person and shall constitute attendance for the purpose of compensation
pursuant to Section 13 of this Article III.

          SECTION 7.  Notice.  Written notice of any special meeting shall be
                      ------
given to each director at least two days prior thereto when delivered personally
or by telegram or at least five days prior thereto when delivered by mail at the
address at which the director is most likely to be reached. Such notice shall be
deemed to be delivered when deposited in the mail so addressed, with postage
prepaid if mailed or when delivered to the telegraph company if sent by
telegram. Any director may waive notice of any meeting by a writing filed with
the secretary. 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 meeting of the board of directors need be
specified in the notice or waiver of notice of such meeting.

          SECTION 8.  Quorum.  Two-thirds of the number of directors fixed by
                      ------
Section 2 of this Article III shall constitute a quorum for the transaction of
business at any meeting of the board of directors; but if less than two-thirds
of the directors are present at a meeting, two thirds of the directors present
may adjourn the meeting from time to time. Notice of any adjourned meeting shall
be given in the same manner as prescribed by Section 7 of this Article III.

          SECTION 9.  Manner of Acting.  The act of the majority of the
                      ----------------
directors present at a meeting at which a quorum is present shall be the act of
the board of directors, unless a greater number is prescribed by law or by the
certificate of incorporation or these bylaws.

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          SECTION 10.  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 a consent in writing, setting forth the action so taken,
shall be signed by all of the directors.

          SECTION 11.  Resignation.  Any director may resign at any time by
                       -----------
sending a written notice of such resignation to the Corporation addressed to the
chairman of the board. Unless otherwise specified, such resignation shall take
effect upon receipt by the chairman of the board. More than three consecutive
absences from regular meetings of the board of directors, unless excused by
resolution of the board of directors, shall automatically constitute a
resignation, effective when such a resignation is accepted by the board of
directors.

          SECTION 12.  Vacancies.  Vacancies and newly created directorships
                       ---------
resulting from any increase in the authorized number of directors may be filled,
for the unexpired term, by the concurring vote of a majority of the directors
then in office, whether or not a quorum, and any director so chosen shall hold
office for the remainder of the full term of the class of directors in which the
new directorship was created or the vacancy occurred and until such director's
successor shall have been elected and qualified.

          SECTION 13.  Compensation.  Directors, as such, may receive a stated
                       ------------
salary for their services. By resolution of the board of directors, a reasonable
fixed sum, and reasonable expenses of attendance, if any, may be allowed for
actual attendance at each regular or special meeting of the board of directors.
Members of either standing or special committees may be allowed such
compensation for actual attendance at committee meetings as the board of
directors may determine.

          SECTION 14.  Presumption of Assent.  A director of the Corporation who
                       ---------------------
is present at a meeting of the board of directors at which action on any matter
is taken shall be presumed to have assented to the action taken unless his
dissent or abstention shall be entered into the minutes of the meeting or unless
he shall file his written dissent to such action with the person 

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acting as the secretary of the meeting before the adjournment thereof or shall
forward such dissent by registered mail to the secretary of the Corporation
within five days after the date a copy of the minutes of the meeting is
received. Such right to dissent shall not apply to a director who voted in favor
of such action.

          SECTION 15.  Removal of Directors.  No director shall be removed
                       --------------------
except for cause and then only by an affirmative vote of a majority of the total
votes eligible to be cast by shareholders at a duly constituted meeting of
shareholders called expressly for such purpose. At least 30 days prior to such
meeting of shareholders, written notice shall be sent to the director whose
removal will be considered at such meeting.

          SECTION 16.  Age Limitation.  No person 75 years of age shall be
                       --------------
eligible for election, reelection, appointment, or reappointment to the board of
directors of the Corporation. No director shall serve as such beyond the annual
meeting of shareholders of the Corporation immediately following the date on
which the director attained 75 years of age.


                  ARTICLE IV - EXECUTIVE AND OTHER COMMITTEES

          SECTION 1.   Appointment.  The board of directors, by resolution
                       ----------- 
adopted by a majority of the full board, may designate the chief executive
officer and four of the other directors to constitute an executive committee.
The designation of any committee pursuant to this Article IV and the delegation
of authority shall not operate to relieve the board of directors, or any
director, of any responsibility imposed by law or regulation.

          SECTION 2.   Authority.  The executive committee, when the board of
                       ---------
directors is not in session, shall have and may exercise all of the authority of
the board of directors except to the extent, if any, that such authority shall
be limited by the resolution appointing the executive committee; and except also
that the executive committee shall not have the authority of the board of
directors with reference to: the declaration of dividends; the amendment of the
certificate of incorporation or bylaws of the Corporation, or recommending to
the shareholders a 

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plan of merger, consolidation, or conversion; the sale, lease or other
disposition of all or substantially all of the property and assets of the
Corporation otherwise than in the usual and regular course of its business; a
voluntary dissolution of the Corporation; a revocation of any of the foregoing;
or the approval of a transaction in which any member of the executive committee,
directly or indirectly, has any material beneficial interest.

          SECTION 3.  Tenure.  Subject to the provisions of Section 8 of this
                      ------
Article IV, each member of the executive committee shall hold office until the
next regular annual meeting of the board of directors following his or her
designation and until a successor is designated as a member of the executive
committee.

          SECTION 4.  Meetings.  Regular meetings of the executive committee may
                      --------
be held without notice at such times and places as the executive committee may
fix from time to time by resolution. Special meetings of the executive committee
may be called by any member thereof upon not less than one day's notice stating
the place, date, and hour of the meeting, which notice may be written or oral.
Any member of the executive committee may waive notice of any meeting and no
notice of any meeting need be given to any member thereof who attends in person.
The notice of a meeting of the executive committee need not state the business
proposed to be transacted at the meeting.

          SECTION 5.  Quorum.  A majority of the members of the executive
                      ------
committee shall constitute a quorum for the transaction of business at any
meeting thereof, and action of the executive committee must be authorized by the
affirmative vote of a majority of the members present at a meeting at which a
quorum is present.

          SECTION 6.  Action Without a Meeting.  Any action required or
                      ------------------------
permitted to be taken by the executive committee at a meeting may be taken
without a meeting if a consent in writing, setting forth the action so taken,
shall be signed by all of the members of the executive committee.

          SECTION 7.  Vacancies.  Any vacancy in the executive committee may be
                      ---------
filled by a resolution adopted by a majority of the full board of directors.

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          SECTION 8.  Resignations and Removal.  Any member of the executive
                      ------------------------
committee may be removed at any time with or without cause by resolution adopted
by a majority of the full board of directors. Any member of the executive
committee may resign from the executive committee at any time by giving written
notice to the chairman of the board or the secretary of the Corporation. Unless
otherwise specified, such resignation shall take effect upon its receipt; the
acceptance of such resignation shall not be necessary to make it effective.

          SECTION 9.  Procedure.  The executive committee shall elect a
                      ---------
presiding officer from its members and may fix its own rules of procedure which
shall not be inconsistent with these bylaws. It shall keep regular minutes of
its proceedings and report the same to the board of directors for its
information at the meeting held next after the proceedings shall have occurred.

          SECTION 10.  Other Committees.  The board of directors may by
                       ----------------
resolution establish an audit committee, a loan committee, and such other
committees composed of directors that are deemed necessary or appropriate for
the conduct of the business of the Corporation and may prescribe the duties,
constitution, and procedures thereof.


                             ARTICLE V - OFFICERS

          SECTION 1.  Positions.  The officers of the Corporation shall be a
                      ---------
president, one or more vice presidents, a secretary and a treasurer, each of
whom shall be elected by the board of directors. The board of directors may also
designate the chairman of the board as an officer. The president shall be the
chief executive officer, unless the board of directors designates the chairman
of the board as chief executive officer. The offices of the secretary and
treasurer may be held by the same person and a vice president may also be either
the secretary or the treasurer. The board of directors may also elect or
authorize the appointment of such other officers as the business of the
Corporation may require. The officers shall have such authority and perform such
duties as the board of directors may from time to time authorize or determine.
In the absence of action by the board of directors, 

                                      13
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the officers shall have such powers and duties as generally pertain to their
respective offices.

          SECTION 2.   Election and Term of Office.   The officers of the
                       ---------------------------
Corporation shall be elected annually at the first meeting of the board of
directors held after each annual meeting of the shareholders. If the election of
the officers is not held at such meeting, such election shall be held as soon
thereafter as possible. Each officer shall hold office until a successor has
been elected and qualified or until the officer's death, resignation, or removal
in the manner hereinafter provided. Election or appointment of an officer,
employee or agent shall not of itself create contractual rights. The board of
directors may authorize the Corporation to enter into an employment contract
with any officer in accordance with applicable law; but no such contact shall
impair the right of the board of directors to remove any officer at any time in
accordance with Section 3 of this Article V.

          SECTION 3.   Removal.   Any officer may be removed by the board of
                       -------
directors whenever in its judgment the best interests of the Corporation will be
served thereby, but such removal, other than for cause, shall be without
prejudice to the contract rights, if any, of the person so removed.

          SECTION 4.   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.

          SECTION 5.   Remuneration.   The remuneration of the officers shall be
                       ------------
fixed from time to time by the board of directors.

          SECTION 6.   Age Limitation.   No person 70 years of age shall be
                       --------------
eligible for reelection, appointment, or reappointment as an officer of the
Corporation.

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<PAGE>
 
            ARTICLE VI - CERTIFICATES FOR SHARES AND THEIR TRANSFER

          SECTION 1.   Certificates for Shares.   Certificates representing
                       -----------------------
shares of capital stock of the Corporation shall be in such form as shall be
determined by the board of directors pursuant to applicable law. Such
certificates, which shall represent the number of shares registered in
certificate form, shall be signed by the president of the Corporation, attested
by the secretary or an assistant secretary, and sealed with the corporate seal
or a facsimile thereof. The signatures upon a certificate may be facsimiles. In
case any officer, transfer agent or registrar who had signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be such
officer before such certificate is issued, it may be used by the Corporation
with the same effect as if he were such officer at the date of issue. Each
certificate for shares of capital stock shall be consecutively numbered or
otherwise identified. The name and address of the person to whom the shares are
issued, with the number of shares 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 has been
surrendered and cancelled, except that in case of a lost or destroyed
certificate, a new certificate may be issued upon such terms and indemnity to
the Corporation as the board of directors may prescribe.

          SECTION 2.   Transfer of Shares.   Transfer of shares of capital stock
                       ------------------
of the Corporation shall be made only on its stock transfer books. Authority for
such transfer shall be given only by the holder of record or by his legal
representative, who shall furnish proper evidence of such authority, or by his
attorney authorized by a duly executed power of attorney and filed with the
Corporation. Such transfer shall be made only on surrender for cancellation of
the certificate for such shares. The person in whose name shares of capital
stock stand on the books of the Corporation shall be deemed by the Corporation
to be the owner for all purposes.

                                      15
<PAGE>
 
                    ARTICLE VII - FISCAL YEAR; ANNUAL AUDIT

          The fiscal year of the Corporation shall end on December 31 of each
year. The Corporation shall be subject to an annual audit as of the end of its
fiscal year by independent public accountants appointed by and responsible to
the board of directors. The appointment of such accountants shall be subject to
annual ratification by the shareholders.


                           ARTICLE VIII - DIVIDENDS

          Subject to the terms of the Corporation's certificate of incorporation
and the laws of the State of Delaware, the board of directors may, from time to
time, declare, and the Corporation may pay, dividends on its outstanding shares
of capital stock.


                         ARTICLE IX - INDEMNIFICATION

          SECTION 1.   Power to Indemnify in Actions, Suits or Proceedings Other
                       ---------------------------------------------------------
Than Those by or in the Right of the Corporation. Subject to Section 3 of this
------------------------------------------------          
Article IX, the Corporation shall indemnify 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, and any appeal therein, whether civil, criminal,
administrative, arbitrative or investigate (other than an action by or in the
right of the Corporation) by reason of the fact that he or she is or was a
director, officer, trustee, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, trustee,
employee or agent of another corporation, association, partnership, joint
venture, trust or other enterprise, against expenses (including attorney's
fees), judgments, fines, penalties and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding,
and any appeal therein, if he acted in good faith and in a manner 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 no reasonable cause to
believe his conduct was unlawful. The termination of any action, suit or
proceeding, and any appeal therein, by judgment, 

                                      16
<PAGE>
 
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 good faith and 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.   Power to Indemnify in Actions, Suits or Proceedings by or
                       ---------------------------------------------------------
in the Right of the Corporation. Subject to Section 3 of this Article IX, the
-------------------------------
Corporation shall indemnify 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, and any appeal therein, and against amounts paid in settlement 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, trustee, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, trustee, 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, suit, or proceeding,
and any appeal therein, and against amounts paid in settlement if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Corporation; provided, however, that no indemnification
                                   --------  -------
shall be made against expenses 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 or against amounts
paid in settlement unless and only to the extent that there is a determination
(as set forth in Section 3 of this Article IX) that despite the adjudication of
liability or the settlement, but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses or
amounts paid in settlement.

                                      17
<PAGE>
 
          SECTION 3.   Authorization of Indemnification.   Any indemnification
                       --------------------------------
under this Article IX (unless ordered by a court) shall be made by the
Corporation only as authorized in the specific case upon a determination that
indemnification of the director, officer, trustee, employee or agent is proper
in the circumstances because such director, officer, trustee, employee or agent
has met the applicable standard of conduct set forth in Section 1 or Section 2
of this Article IX and, if applicable, is fairly and reasonably entitled to
indemnity as set forth in the proviso in Section 2 of this Article IX, as the
case may be. Such determination shall be made (i) by the board of directors by a
majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, and any appeal therein, (ii) if such a quorum is not
obtainable, or, even if obtainable and a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (iii) by the
shareholders. To the extent, however, that a director, officer, trustee,
employee or agent of the Corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding, and any appeal therein,
described above, 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, without the necessity of
authorization in the specific case. No director, officer, trustee, employee or
agent of the Corporation shall be entitled to indemnification in connection with
any action, suit or proceeding, and any appeal therein, voluntarily initiated by
such person unless the action, suit or proceeding, and any appeal therein, was
authorized by a majority of the entire board of directors.

          SECTION 4.   Good Faith Defined.   For purposes of any determination
                       ------------------
under Section 3 of this Article IX, a person shall be deemed to have acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Corporation, or, with respect to any criminal action or
proceeding, to have had no reasonable cause to believe his conduct was unlawful,
if his action is based on (i) the records or books of account of the Corporation
or another enterprise, (ii) information supplied to him by the officers of the
Corporation or another enterprise in the course of their duties, (iii) the
advice of legal counsel for the Corporation or another enterprise, or 

                                      18
<PAGE>
 
(iv) information or records given or reports made to the Corporation or another
enterprise by an independent certified public accountant or by an appraiser or
other expert selected with reasonable care by the Corporation or another
enterprise. The term "another enterprise" as used in this Section 4 shall mean
any other corporation or any association, partnership, joint venture, trust or
enterprise of which such person is or was serving at the request of the
Corporation as a director, officer, trustee, employee or agent. The provisions
of this Section 4 shall not be deemed to be exclusive or to limit in any way the
circumstances in which a person may be deemed to have met the applicable
standards of conduct set forth in Sections 1 and 2 of this Article IX, as the
case may be.

          SECTION 5.   Indemnification by a Court.  Notwithstanding any contrary
                       --------------------------
determination in the specific case under Section 3 of this Article IX, and
notwithstanding the absence of any determination thereunder, any director,
officer, trustee, employee or agent may apply to any court of competent
jurisdiction in the State of Delaware for indemnification to the extent
otherwise permissible under Sections 1 and 2 of this Article IX.  The basis of
such indemnification by a court shall be a determination by such court that
indemnification of the director, officer, trustee, employee or agent is proper
in the circumstances because he has met the applicable standards of the conduct
set forth in Sections 1 and 2 of this Article IX, as the case may be.  Notice of
any application for indemnification pursuant to this Section 5 shall be given to
the Corporation promptly upon the filing of such application.  Notwithstanding
any of the foregoing, unless otherwise required by law, no director, officer,
trustee, employee or agent of the Corporation shall be entitled to
indemnification in connection with any action, suit or proceeding, and any
appeal therein, voluntarily initiated by such person unless the action, suit or
proceeding, and any appeal therein, was authorized by a majority of the entire
board of directors.

                                      19
<PAGE>
 
          SECTION 6.   Expenses Payable in Advance.   Expenses incurred in
                       ---------------------------
connection with a threatened or pending action, suit or proceeding, and any
appeal therein, may be paid by the Corporation in advance of the final
disposition of such action, suit or proceeding, and any appeal therein, as
authorized by the board of directors in the specific case upon receipt of an
undertaking by or on behalf of the director, officer, trustee, employee or agent
to repay such amount unless it shall be determined that he is entitled to be
indemnified by the Corporation as authorized in this Article IX.

          SECTION 7.   Contract, Non-exclusivity and Survival of
                       -----------------------------------------
Indemnification. The indemnification provided by this Article IX shall be deemed
---------------
to be a contract between the Corporation and each director, officer, employee
and agent who serves in such capacity at any time while this Article IX is in
effect, and any repeal or modification thereof shall not affect any rights or
obligations then existing or any action, suit or proceeding, and any appeal
therein, theretofore or thereafter brought based in whole or in part upon any
such state of facts. Further, the indemnification provided by this Article IX
shall not be deemed exclusive of any other rights to which those seeking
indemnification may be entitled under any certificate of incorporation, bylaw,
agreement, contract, vote of shareholders or disinterested directors or pursuant
to the direction (howsoever embodied) of any court of competent jurisdiction or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, it being the policy of the
Corporation that, subject to the limitation in Section 3 of this Article IX
concerning voluntary initiation of actions, suits or proceedings,
indemnification of the persons specified in Sections 1 and 2 of this Article IX
shall be made to the fullest extent permitted by law. The provisions of this
Article IX shall not be deemed to preclude the indemnification of any person who
is not specified in Sections 1 or 2 of this Article IX but whom the Corporation
has the power or obligation to indemnify under the provisions of the law of the
State of Delaware. The indemnification provided by this Article IX shall
continue as to a person who has ceased to be a director, officer, trustee,
employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such person.

                                      20
<PAGE>
 
          SECTION 8.   Insurance.   The Corporation may purchase and maintain
                       ---------
insurance on behalf of any person who is or was a director, trustee, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, trustee, employee or agent of another corporation,
association, 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 or the obligation to indemnify him against such liability under the
provisions of this Article IX.

          SECTION 9.   Meaning of "Corporation" for Purposes of Article IX. For
                       ---------------------------------------------------
purposes of this Article IX, references to the "Corporation" shall include, in
addition to the resulting corporation, any constituent corporation (including
any constituent of a constituent) absorbed in a consolidation or merger which,
if its separate existence had continued, would have had power and authority to
indemnify its directors, officers and employees and agents, so that any person
who is or was a director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such constituent corporation
as a director, officer, employee or agent of another corporation, association,
partnership, joint venture, trust or other enterprise, shall stand in the same
position under the provisions of this Article IX with respect to the resulting
or surviving corporation as he would have with respect to such constituent
corporation if its separate existence had continued.


                          ARTICLE X - CORPORATE SEAL

          The corporate seal shall have inscribed thereon the name of the
Corporation, the year of its organization and the words "Corporate Seal,
Delaware." The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise attached.

                                      21
<PAGE>
 
                            ARTICLE XI - AMENDMENTS

          The board of directors or the shareholders may from time to time amend
the bylaws of the Corporation. Such action by the board of directors shall
require the affirmative vote of at least two-thirds of the directors then in
office at a duly constituted meeting of the board of directors called for such
purpose. Such action by the shareholders shall require the affirmative vote of
at least two-thirds of the total votes eligible to be voted at a duly
constituted meeting of the shareholders called for such purpose.

Revision Date:  February 12, 1997

                                      22