<PAGE>   1
                                                                     Exhibit 4.1


                              AMENDED AND RESTATED

                                    BY-LAWS

                                       OF

                               PLANTRONICS, INC.

                        (EFFECTIVE AS OF JUNE 29, 2000)
<PAGE>   2
                              TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                     Page
<S>      <C>               <C>                                                                        <C>
ARTICLE I OFFICES......................................................................................1

         Section 1.        Registered Office...........................................................1
         Section 2.        Other Offices...............................................................1

ARTICLE II MEETINGS OF STOCKHOLDERS....................................................................1

         Section 1.        Place and Time of Meetings..................................................1
         Section 2.        Special Meetings............................................................1
         Section 3.        Place of Meetings...........................................................2
         Section 4.        Notice......................................................................2
         Section 5.        Stockholders List...........................................................2
         Section 6.        Quorum......................................................................2
         Section 7.        Adjourned Meetings..........................................................2
         Section 8.        Vote Required...............................................................3
         Section 9.        Voting Rights...............................................................3
         Section 10.       Proxies.....................................................................3
         Section 11.       Prohibitions on Action by Written Consent...................................3

ARTICLE III DIRECTORS..................................................................................3

         Section 1.        General Powers..............................................................3
         Section 2.        Number, Election and Term of Office.........................................3
         Section 3.        Removal and Resignation.....................................................4
         Section 4.        Vacancies...................................................................4
         Section 5.        Annual Meetings.............................................................4
         Section 6.        Other Meetings and Notice...................................................4
         Section 7.        Quorum, Required Vote and Adjournment.......................................5
         Section 8.        Committees..................................................................6
         Section 9.        Committee Rules.............................................................6
         Section 10.       Communications Equipment....................................................6
         Section 11.       Waiver of Notice and Presumption of Assent..................................7
         Section 12.       Action by Written Consent...................................................7

ARTICLE IV OFFICERS....................................................................................7

         Section 1.        Number......................................................................7
         Section 2.        Election and Term of Office.................................................7
         Section 3.        Removal.....................................................................7
         Section 4.        Vacancies...................................................................8
         Section 5.        Compensation................................................................8
         Section 6.        The President...............................................................8
         Section 7.        Vice-Presidents.............................................................8
</TABLE>

                                     i
<PAGE>   3

                              TABLE OF CONTENTS
                                 (continued)
<TABLE>
<CAPTION>
                                                                                                     Page
<S>      <C>               <C>                                                                        <C>
         Section 8.        The Secretary and Assistant Secretaries.....................................8
         Section 9.        The Treasurer and Assistant Treasurer.......................................8
         Section 10.       Other Officers, Assistant Officers and Agents...............................9
         Section 11.       Section Absence or Disability of Officers...................................9

ARTICLE V INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS............................................9

         Section 1.        Nature of Indemnity.........................................................9
         Section 2.        Procedure for Indemnification of Directors and Officers....................10
         Section 3.        Article Not Exclusive......................................................10
         Section 4.        Insurance..................................................................10
         Section 5.        Expenses...................................................................11
         Section 6.        Employees and Agents.......................................................11
         Section 7.        Contract Rights............................................................11
         Section 8.        Merger or Consolidation....................................................11

ARTICLE VI CERTIFICATES OF STOCK......................................................................11

         Section 1.        Form.......................................................................11
         Section 2.        Lost Certificate...........................................................12
         Section 3.        Fixing a Record Date for Stockholder Meetings..............................12
         Section 4.        Fixing a Record Date for Other Purposes....................................13
         Section 5.        Registered Stockholders....................................................13
         Section 6.        Subscriptions for Stock....................................................13

ARTICLE VII GENERAL PROVISIONS........................................................................13

         Section 1.        Dividends..................................................................13
         Section 2.        Checks, Drafts or Orders...................................................13
         Section 3.        Contracts..................................................................14
         Section 4.        Loans......................................................................14
         Section 5.        Fiscal Year................................................................14
         Section 6.        Voting Securities Owned By Corporation.....................................14
         Section 7.        Inspection of Books and Records............................................14
         Section 8.        Section Headings...........................................................14
         Section 9.        Inconsistent Provisions....................................................15

ARTICLE VIII AMENDMENTS...............................................................................15
</TABLE>

                                     ii

<PAGE>   4

                              AMENDED AND RESTATED

                                     BY-LAWS

                                       OF

                                PLANTRONICS, INC.

                             A DELAWARE CORPORATION

                                   ARTICLE 1.
                                    OFFICES

Section 1.1. Registered Office. The registered office of the corporation in the
State of Delaware shall be located at 1209 Orange Street, Wilmington, Delaware
19801, County of New Castle. The name of the corporation's registered agent at
such address shall be The Corporation Trust Company. The registered office
and/or registered agent of the corporation may be changed from time to time by
action of the board of directors.

Section 1.2. Other Offices. The corporation may also have offices at such other
places, both within and without the State of Delaware, as the board of directors
may from time to time determine or the business of the corporation may require.

                                   ARTICLE 2.
                            MEETINGS OF STOCKHOLDERS

Section 2.1. Place and Time of Meetings. An annual meeting of the stockholders
shall be held each year within one hundred twenty (120) days after the close of
the immediately preceding fiscal year of the corporation for the purpose of
electing directors and conducting such other proper business as may come before
the meeting. The date, time and place of the annual meeting shall be determined
by the president of the corporation; provided, that if the president does not
act, the board of directors shall determine the date, time and place of such
meeting.

Section 2.2. Special Meetings. Special meetings of stockholders may be called
for any purpose and may be held at such time and place, within or without the
State of Delaware, as shall be stated in a notice of meeting or in a duly
executed waiver of notice thereof. Such meetings may be called at any time by
the board of directors, the chairman of the board of directors, the president or
the holders of twenty percent (20%) or more of the outstanding Common Stock of
the corporation. No business may be conducted at a special meeting other than
the business brought before the meeting by the

<PAGE>   5


Board of Directors, the chairman of the board of directors, the president or the
holders of twenty percent (20%) or more of the outstanding Common Stock of the
corporation, as the case may be.

Section 2.3. Place of Meetings. The board of directors may designate any place,
either within or without the State of Delaware, as the place of meeting for any
annual meeting or for any special meeting called by the board of directors. If
no designation is made, or if a special meeting be otherwise called, the place
of meeting shall be the principal executive office of the corporation.

Section 2.4. Notice. Whenever stockholders are required or permitted to take
action at a meeting, written or printed notice stating the place, date, time,
and, in the case of special meetings, the purpose or purposes, of such meeting,
shall be given to each stockholder entitled to vote at such meeting not less
than ten (10) nor more than sixty (60) days before the date of the meeting. All
such notices shall be delivered, either personally or by mail, by or at the
direction of the board of directors, the president or the secretary, and if
mailed, such notice shall be deemed to be delivered when deposited in the United
States mail, postage prepaid, addressed to the stockholder at his, her or its
address as the same appears on the records of the corporation.

Section 2.5. Stockholders List. The officer having charge of the stock ledger of
the corporation shall make, at least 10 days before every meeting of the
stockholders, a complete list of the stockholders entitled to vote at such
meeting arranged in alphabetical order, showing the address of each stockholder
and the number of shares registered in the name of each stockholder. Such list
shall be open to the examination of any stockholder, for any purpose germane to
the meeting, during ordinary business hours, for a period of at least ten (10)
days prior to the meeting, either at a place within the city where the meeting
is to be held, which place shall be specified in the notice of the meeting or,
if not so specified in the notice of the meeting or, if not so specified, at the
place where the meeting is to be held. The list shall also be produced and kept
at the time and place of the meeting during the whole time thereof, and may be
inspected by any stockholder who is present.

Section 2.6. Quorum. The holders of the outstanding shares of capital stock
representing a majority of the voting power of the corporation, present in
person or represented by proxy, shall constitute a quorum at all meetings of the
stockholders, except as otherwise provided by law or by the certificate of
incorporation. If a quorum is not present, the holders of the shares
representing a majority of the voting power present in person or represented by
proxy at the meeting, and entitled to vote at the meeting, may adjourn the
meeting to another time and/or place. When a specified item of business requires
a vote by a class or series (if the corporation shall then have outstanding
shares of more than one class or series) voting as a class, the holders of a
majority of the shares of such class or series shall constitute a quorum (as to
such class or series) for the transaction of such item of business. When a
quorum is once present to commence a meeting of stockholders, it is not broken
by the subsequent withdrawal of any stockholder or their proxies.

Section 2.7. Adjourned Meetings. When a meeting is adjourned to another time and
place, notice need not be given of the adjourned meeting if the time and place
thereof are announced at the meeting at which the adjournment is taken. At the
adjourned meeting the corporation may transact

                                      -2-

<PAGE>   6

any business which might have been transacted at the original meeting. If the
adjournment is for more than thirty (30) days, or if after the adjournment a new
record day is fixed for the adjourned meeting, a notice of the adjourned meeting
shall be given to each shareholder of record entitled to vote at the meeting.

Section 2.8. Vote Required. When a quorum is present, the affirmative vote of
the holders of the shares representing a majority of the voting power present in
person or represented by proxy at the meeting and entitled to vote on the
subject matter shall be the act of the stockholders, unless the question is one
upon which by express provisions of an applicable law or of the certificate of
incorporation a different vote is required, in which case such express provision
shall govern and control the decision of such question. Where a separate vote by
class may be required, the affirmative vote of the majority of shares of such
class present in person or represented by proxy at the meeting shall be the act
of such class.

Section 2.9. Voting Rights. Except as otherwise provided by the General
Corporation Law of the State of Delaware or by the certificate of incorporation
of the corporation or any amendments thereto and subject to Section 3 of Article
VI hereof, every stockholder shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share of Common Stock held
by such stockholder.

Section 2.10. Proxies. Each stockholder entitled to vote at a meeting of
stockholders may authorize another person or persons to act for him or her by
proxy, but no such proxy shall be voted or acted upon after three years from its
date, unless the proxy provides for a longer period.

Section 2.11. Prohibitions on Action by Written Consent. Unless otherwise
provided in the certificate of incorporation, no action may be taken by the
stockholders of the corporation pursuant to a written consent in lieu of an
annual or special meeting of the stockholders of the corporation.

                                   ARTICLE 3.
                                   DIRECTORS

Section 3.1. General Powers. The business and affairs of the corporation shall
be managed by or under the direction of the board of directors.

Section 3.2. Number, Election and Term of Office. The authorized number of
directors constituting the board of directors shall be eight (8). This number
may be changed by an amendment to these by-laws adopted by (a) the vote of
66-2/3% of the outstanding Common Stock of the corporation or (b) by a
resolution of the board of directors adopted by the affirmative vote of at least
66-2/3% of such authorized number of directors. No reduction of the authorized
number of directors shall have the effect of removing any director before that
director's term expires. The directors shall be elected by a plurality of the
votes of the shares present in person or represented by proxy at the meeting and
entitled to vote in the election of directors. The directors shall be elected in
this manner at the annual meeting of the stockholders, except as provided in
Section 4 of this Article III. Each

                                      -3-

<PAGE>   7

director elected shall hold office until a successor is duly elected and
qualified or until his or her earlier death, resignation or removal as
hereinafter provided.

Section 3.3. Removal and Resignation. Any director or the entire board of
directors may be removed at any time, with or without cause, by the holders of
the shares representing a majority of the voting power of the corporation then
entitled to vote at an election of directors. Whenever the holders of any class
or series are entitled to elect one or more directors by the provisions of the
corporation's certificate of incorporation, the provisions of this section shall
apply, in respect to the removal without cause of a director or directors so
elected, to the vote of the holders of the outstanding shares of that class or
series and not to the vote of the outstanding shares as whole. Any director may
resign at any time upon written notice to the corporation.

Section 3.4. Vacancies.

     (a)  Vacancies in the unexpired term of any directorship shall be filled as
follows:

          (i)  If such vacancy has resulted from the death, resignation or
removal of a director that was designated by Citicorp Venture Capital, Ltd.
("CVC") to serve on the Board of Directors pursuant to the terms of that certain
Board Designation Agreement between the Company and CVC (a "CVC Designee"), such
vacancy shall be filled by a majority of the remaining CVC Designees then in
office, though such directors may constitute less than a quorum; or

          (ii) If such vacancy has resulted from the death, resignation or
removal of a director that is not a CVC Designee, such vacancy shall be filled
by a majority of those remaining directors then in office that are neither (x) a
CVC Designee or (y) the Chief Executive Officer of the corporation, though such
directors may constitute less than a quorum; provided, however, that if the
Chief Executive Officer of the corporation is the sole remaining director that
is not a CVC Designee, the Chief Executive Officer shall fill any such vacancy.

     (b)  Newly created directorships resulting from any increase in the
authorized number of directors shall be filled by a majority of the directors
then in office.

     (c)  Each director so chosen shall hold office until a successor is duly
elected and qualified or until his or her earlier death, resignation or removal
as herein provided.

Section 3.5. Annual Meetings. The annual meeting of each newly elected board of
directors shall be held without other notice than this by-law immediately after,
and at the same place as, the annual meeting of stockholders.

Section 3.6. Other Meetings and Notice. Regular meetings, other than the annual
meeting, of the board of directors may be held without notice at such time and
at such place as shall from time to time be determined by resolution of the
board. Special meetings of the board of directors may be called by or at the
request of the president on at least 24 hours notice to each director, either
personally, by telephone, by mail or by telegraph; special meetings shall be
called by the president or

                                      -4-

<PAGE>   8

the secretary in like manner and on like notice on written request of two (2)
directors unless the board consists of only one (1) director at such time.

Section 3.7. Quorum, Required Vote and Adjournment.

     (a)  A majority of the total number of directors shall constitute a quorum
for the transaction of business. Except as otherwise set forth in clause (b),
the vote of a majority of directors present at a meeting at which a quorum is
present shall be the act of the board of directors. If a quorum shall not be
present at any meeting of the board of directors, the directors present thereat
may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.

     (b)  The affirmative vote of at least 66 2/3% of the directors then in
office shall be required to adopt a resolution necessary to:

          (i)  amend, alter or repeal any provisions of the certificate of
incorporation or by-laws of the corporation;

          (ii) sell, lease or convey all or substantially all of the property or
business of the corporation or permit any Subsidiary to sell, lease or convey
all or substantially all of the property or business of such Subsidiary (other
than to the corporation or another Subsidiary in a consolidation or merger in
which the corporation is the surviving person) or permit any Subsidiary to
consolidate or merge with any other corporation (other than the corporation or a
Subsidiary in a consolidation or merger in which the corporation or such
Subsidiary is the surviving person), or voluntarily liquidate, dissolve or wind
up the corporation;

          (iii) issue or sell, or agree to issue or sell, or permit any
Subsidiary to issue or sell, its capital stock or any securities consisting of
or containing any options or rights to acquire any shares of capital stock or
any securities convertible or exchangeable or exercisable for any of its capital
stock, other than any issuance of capital stock (A) pursuant to any stock split
or dividend effected by the corporation on a pro-rata basis to all stockholders,
(B) pursuant to a dividend on shares of Common Stock that is paid in shares of
capital stock of the corporation on a pro-rata basis to all stockholders or (C)
upon the exercise of rights or options under the 1993 Option Plan.

          (iv) enter into any stock option plan, other than the 1993 Stock
Option Plan dated as of September 25, 1993 or amend any stock option plan to
increase the number of shares issuable thereunder; or

          (v)  acquire the business or assets of, or enter into any joint
venture or partnership with, any Person (except the corporation may acquire the
business or assets of, or enter into any joint venture or partnership with, any
Subsidiary) or permit any Subsidiary to acquire the business or assets of, or
enter into any joint venture or partnership with, any Person (except any
Subsidiary may acquire the business or assets of any other Subsidiary or enter
into any joint venture or partnership

                                      -5-

<PAGE>   9

with the Corporation or any other Subsidiary) if the aggregate amount of all
expenditures incurred by the corporation (on a consolidated basis) in its then
current fiscal year in connection with acquisitions or investments in joint
ventures or partnerships would, after giving effect to expenditures to be
incurred by the corporation (on a consolidated basis) in such fiscal year in
connection with such proposed acquisition or investment in joint venture or
partnership, exceed $10 million.

     For purposes of this clause (b), the following terms shall have the
following respective meanings:

     "Person" shall mean and include an individual, a partnership, a joint
venture, a corporation, a trust, an unincorporated organization and a government
or any department or agency thereof.

     "Subsidiary" shall mean any corporation, at least a majority of the total
combined voting power of all classes of stock having general voting power of
which shall, at the time as of which any determination is being made, be owned
by the corporation either directly or through one or more Subsidiaries.

Section 3.8. Committees. Subject to the voting requirements set forth in Article
III, the board of directors may, by resolution passed by a majority of the whole
board, designate one or more committees, each committee to consist of one or
more of the directors of the corporation, which to the extent provided in such
resolution or these by-laws shall have and may exercise the powers of the board
of directors in the management and affairs of the corporation except as
otherwise limited by law. The board of directors may designate one or more
directors as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee. Such committee or
committees shall have such name or names as may be determined from time to time
by resolution adopted by the board of directors. Each committee shall keep
regular minutes of its meetings and report the same to the board of directors
when required.

Section 3.9. Committee Rules. Each committee of the board of directors may fix
its own rules of procedure and shall hold its meetings as provided by such
rules, except as may otherwise be provided by a resolution of the board of
directors designating such committee. Unless otherwise provided in such a
resolution, the presence of at least a majority of the members of the committee
shall be necessary to constitute a quorum. In the event that a member and that
member's alternate, if alternates are designated by the board of directors as
provided in Section 8 of this Article III, of such committee is or are absent or
disqualified, the member or members thereof present at any meeting and not
disqualified from voting, whether or not such member or members constitute a
quorum, may unanimously appoint another member of the board of directors to act
at the meeting in place of any such absent or disqualified member.

Section 3.10. Communications Equipment. Members of the board of directors or any
committee thereof may participate in and act at any meeting of such board or
committee through the use of a conference telephone or other communications
equipment by means of which all persons

                                      -6-

<PAGE>   10

participating in the meeting can hear each other, and participation in the
meeting pursuant to this section shall constitute presence in person at the
meeting.

Section 3.11. Waiver of Notice and Presumption of Assent. Any member of the
board of directors or any committee thereof who is present at a meeting shall be
conclusively presumed to have waived notice of such meeting except when such
member attends for the express purpose of objecting at the beginning of the
meeting to the transaction of any business because the meeting is not lawfully
called or convened. Such member shall be conclusively presumed to have assented
to any action taken unless his or her dissent shall be entered in the minutes of
the meeting or unless his or her written dissent to such action shall be filed
with the person acting as the secretary of the meeting before the adjournment
thereof or shall be forwarded by registered mail to the secretary of the
corporation immediately after the adjournment of the meeting. Such right to
dissent shall not apply to any member who voted in favor of such action.

Section 3.12. Action by Written Consent. Unless otherwise restricted by the
certificate of incorporation, any action required or permitted to be taken at
any meeting of the board of directors, or of any committee thereof, may be taken
without a meeting if all members of the board or committee, as the case may be
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the board or committee.

                                   ARTICLE 4.
                                    OFFICERS

Section 4.1. Number. The officers of the corporation shall be elected by the
board of directors and shall consist of a president, one or more
vice-presidents, a secretary, a treasurer, and such other offices and assistant
officers as may be deemed necessary or desirable by the board of directors. Any
number of offices may be held by the same person. In its discretion, the board
of directors may choose not to fill any office for any period as it may deem
advisable, except that the offices of president and secretary shall be filled as
expeditiously as possible.

Section 4.2. Election and Term of Office. The officers of the corporation shall
be elected annually by the board of directors at its first meeting held after
each annual meeting of stockholders or as soon thereafter as conveniently may
be. Vacancies may be filled or new offices created and filled at any meeting of
the board of directors. Each officer shall hold office until a successor is duly
elected and qualified or until his or her earlier death, resignation or removal
as hereinafter provided.

Section 4.3. Removal. Any officer or agent elected by the board of directors may
be removed by the board of directors whenever in its judgment the best interests
of the corporation would be served thereby, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed.

                                       -7-

<PAGE>   11

Section 4.4. Vacancies. Any vacancy occurring 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 by the board of directors
then in office.

Section 4.5. Compensation. Compensation of all officers shall be fixed by the
board of directors, and no officer shall be prevented from receiving such
compensation by virtue of his or her also being a director of the corporation.

Section 4.6. The President. The president shall be the chief executive officer
of the corporation; shall preside at all meetings of the stockholders and board
of directors at which he or she is present; subject to the powers of the board
of directors, shall have general charge of the business, affairs and property of
the corporation, and control over its officers, agents and employees; and shall
see that all orders and resolutions of the board of directors are carried into
effect. The president shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the corporation, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the board of
directors to some other officer or agent of the corporation. The president shall
have such other powers and perform such other duties as may be prescribed by the
board of directors or as may be provided in these by-laws.

Section 4.7. Vice-Presidents. The vice-president, or if there shall be more than
one, the vice-presidents in the order determined by the board of directors,
shall, in the absence or disability of the president, act with all of the powers
and be subject to all the restrictions of the president. The vice-presidents
shall also perform such other duties and have such other powers as the board of
directors, the president or these by-laws, from time to time, prescribe.

Section 4.8. The Secretary and Assistant Secretaries. The secretary shall attend
all meetings of the board of directors, all meetings of the committees thereof
and all meetings of the stockholders and record all the proceedings of the
meetings in a book or books to be kept for that purpose. Under the president's
supervision, the secretary shall give, or cause to be given, all notices
required to be given by these by-laws or by law; shall have such powers and
perform such duties as the board of directors, the president or these by-laws
may, from time to time, prescribe; and shall have custody of the corporate seal
of the corporation. The secretary, or an assistant secretary, shall have
authority to affix the corporate seal to any instrument requiring it and when so
affixed, it may be attested by his or her signature or by the signature of such
assistant secretary. The board of directors may give general authority to any
other officer to affix the seal of the corporation and to attest the affixing by
his or her signature. The assistant secretary, or if there be more than one, the
assistant secretaries in the order determined by the board of directors, shall,
in the absence or disability of the secretary, perform the duties and exercise
the powers of the secretary and shall perform such other duties and have such
other powers as the board of directors, the president, or secretary may, from
time to time, prescribe.

Section 4.9. The Treasurer and Assistant Treasurer. The treasurer shall have the
custody of the corporate funds and securities; shall keep full and accurate
accounts of receipts and disbursements in

                                      -8-

<PAGE>   12

books belonging to the corporation; shall deposit all monies and other valuable
effects in the name and to the credit of the corporation as may be ordered by
the board of directors; shall cause the funds of the corporation to be disbursed
when such disbursements have been duly authorized, taking proper vouchers for
such disbursements; and shall render to the president and the board of
directors, at its regular meeting or when the board of directors so requires, an
account of the corporation; shall have such powers and perform such duties as
the board of directors, the president or these by-laws may, from time to time,
prescribe. If required by the board of directors, the treasurer shall give the
corporation a bond (which shall be rendered every six years) in such sums and
with such surety or sureties as shall be satisfactory to the board of directors
for the faithful performance of the duties of the office of treasurer and for
the restoration to the corporation, in case of death, resignation, retirement,
or removal from office, of all books, papers, vouchers, money, and other
property of whatever kind in the possession or under the control of the
treasurer belonging to the corporation. The assistant treasurer, or if there
shall be more than one, the assistant treasurers in the order determined by the
board of directors, shall in the absence or disability of the treasurer, perform
the duties and exercise the powers of the treasurer. The assistant treasurers
shall perform such other duties and have such other powers as the board of
directors, the president or treasurer may, from time to time, prescribe.

Section 4.10. Other Officers, Assistant Officers and Agents. Officers, assistant
officers and agents, if any, other than those whose duties are provided for in
these by-laws, shall have such authority and perform such duties as may from
time to time be prescribed by resolution of the board of directors.

Section 4.11. Section Absence or Disability of Officers. In the case of the
absence or disability of any officer of the corporation and of any person hereby
authorized to act in such officer's place during such officer's absence or
disability, the board of directors may by resolution delegate the powers and
duties of such officer to any other officer or to any director, or to any other
person whom it may select.

                                   ARTICLE 5.
                INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS

Section 5.1. Nature of Indemnity. Each person who was or is made a party or is
threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a director or officer,
of the corporation or is or was serving at the request of the corporation as a
director, officer, employee, fiduciary, or agent of another corporation or of a
partnership, joint venture, trust or other enterprise, shall be indemnified and
held harmless by the corporation to the fullest extent which it is empowered to
do so by the General Corporation Law of the State of Delaware, as the same
exists or may hereafter be amended (but, in the case of any such amendment, only
to the extent that such amendment permits the corporation to provide broader
indemnification rights than said law permitted the corporation to provide prior
to such amendment) against all expense, liability and loss (including attorneys'
fees actually and reasonably incurred by such person in connection with such
proceeding and such


                                      -9-

<PAGE>   13
indemnification shall inure to the benefit of his or her heirs, executors and
administrators; provided, however, that, except as provided in Section 2 hereof,
the corporation shall indemnify any such person seeking indemnification in
connection with a proceeding initiated by such person only if such proceeding
was authorized by the board of directors of the corporation. The right to
indemnification conferred in this Article V shall be a contract right and,
subject to Sections 2 and 5 hereof, shall include the right to be paid by the
corporation the expenses incurred in defending any such proceeding in advance of
its final disposition. The corporation may, by action of its board of directors,
provide indemnification to employees and agents of the corporation with the same
scope and effect as the foregoing indemnification of directors and officers.

Section 5.2. Procedure for Indemnification of Directors and Officers. Any
indemnification of a director or officer of the corporation under Section 1 of
this Article V or advance of expenses under Section 5 of this Article V shall be
made promptly, and in any event within thirty (30) days, upon the written
request of the director or officer. If a determination by the corporation that
the director or officer is entitled to indemnification pursuant to this Article
V is required, and the corporation fails to respond within sixty (60) days to a
written request for indemnity, the corporation denies a written request for
indemnification or advancing of expenses, in whole or in part, of if payment in
full pursuant to such request is not made within thirty (30) days, the right to
indemnification or advances as granted by this Article V shall be enforceable by
the director or officer in any court of competent jurisdiction. Such person's
costs and expenses incurred in connection with successfully establishing his or
her right to indemnification, in whole or in part, in any such action shall also
be indemnified by the corporation. It shall be a defense to any such action
(other than an action brought to enforce a claim for expenses incurred in
defending any proceeding in advance of its final disposition where the required
undertaking, if any, has been tendered to the corporation) that the claimant has
not met the standards of conduct which make it permissible under the General
Corporation Law of the State of Delaware for the corporation to indemnify the
claimant for the amount claimed, but the burden of such defense shall be on the
corporation. Neither the failure of the corporation (including its board of
directors, independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such action that indemnification of
the claimant is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in the General Corporation Law of the
State of Delaware, nor an actual determination by the corporation (including its
board of directors, independent legal counsel, or its stockholders) that the
claimant has not met such applicable standard of conduct, shall be a defense to
the action or create a presumption that the claimant has not met the applicable
standard of conduct.

Section 5.3. Article Not Exclusive. The rights to indemnification and the
payment of expenses incurred in defending a proceeding in advance of its final
disposition conferred in this Article V shall not be exclusive of any other
right which any person may have or hereafter acquire under any statute,
provision of the certificate of incorporation, by-law, agreement, vote of
stockholders or disinterested directors or otherwise.

Section 5.4. Insurance. The corporation may purchase and maintain insurance on
its own behalf and on behalf of any person who is or was a director, officer,
employee, fiduciary, or agent of the

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<PAGE>   14

corporation or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against any liability asserted against him or her and
incurred by him or her in any such capacity, whether or not the corporation
would have the power to indemnify such person against such liability under this
Article V.

Section 5.5. Expenses. Expenses incurred by any person described in Section 1 of
this Article V in defending a proceeding shall be paid by the corporation in
advance of such proceeding's final disposition upon receipt of an undertaking by
or on behalf of the director or officer to repay such amount if it shall
ultimately be determined that he or she is not entitled to be indemnified by the
corporation. Such expenses incurred by other employees and agents may be so paid
upon such terms and conditions, if any, as the board of directors deems
appropriate.

Section 5.6. Employees and Agents. Persons who are not covered by the foregoing
provisions of this Article V and who are or were employees or agents of the
corporation, or who are or were serving at the request of the corporation as
employees or agents of another corporation, partnership, joint venture, trust or
other enterprise, may be indemnified to the extent authorized at any time or
from time to time by the board of directors.

Section 5.7. Contract Rights. The provisions of this Article V shall be deemed
to be a contract right between the corporation and each director or officer who
serves in any such capacity at any time while this Article V and the relevant
provisions of the General Corporation Law of the State of Delaware or other
applicable law are in effect, and any repeal or modification of this Article V
or any such law shall not affect any rights or obligations then existing with
respect to any state of facts or proceeding then existing.

Section 5.8. Merger or Consolidation. For purposes of this Article V, 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 or 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, partnership, joint venture, trust or other
enterprise, shall stand in the same position under this Article V with respect
to the resulting or surviving corporation as he or she would have with respect
to such constituent corporation if its separate existence had continued.

                                   ARTICLE 6.
                              CERTIFICATES OF STOCK

Section 6.1. Form. Every holder of stock in the corporation shall be entitled to
have a certificate, signed by, or in the name of the corporation by the
president or a vice-president and the secretary or an assistant secretary of the
corporation, certifying the number of shares owned by such holder in the

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<PAGE>   15

corporation. If such a certificate is countersigned (1) by a transfer agent or
an assistant transfer agent other than the corporation or its employee or (2) by
a registrar, other than the corporation or its employee, the signature of any
such president, vice-president, secretary or assistant secretary may be
facsimiles. In case any officer or officers who have signed, or whose facsimile
signature or signatures have been used on, any such certificate or certificates
shall cease to be such officer or officers of the corporation whether because of
death, resignation or otherwise before such certificate or certificates have
been delivered by the corporation, such certificate or certificates may
nevertheless be issued and delivered as though the person or persons who signed
such certificate of certificates or whose facsimile signature or signatures have
been used thereon had not ceased to be such officer or officers of the
corporation. All certificates for shares shall be consecutively numbered or
otherwise identified. The name of the person to whom the shares represented
thereby are issued, with the number of shares and date of issue, shall be
entered on the books of the corporation. Shares of stock of the corporation
shall only be transferred on the books of the corporation by the holder of
record thereof or by such holder's attorney duly authorized in writing, upon
surrender to the corporation of the certificate or certificates for such shares
endorsed by the appropriate person or persons, with such evidence of the
authenticity of such endorsement, transfer, authorization, and other matters as
the corporation may reasonably require, and accompanied by all necessary stock
transfer stamps. In that event, it shall be the duty of the corporation to issue
a new certificate to the person entitled thereto, cancel the old certificate or
certificates, and record the transaction on its books. The board of directors
may appoint a bank or trust company organized under the laws of the United
States or any state thereof to act as its transfer agent or registrar, or both
in connection with the transfer of any class or series of securities of the
corporation.

Section 6.2. Lost Certificate. The board of directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates previously issued by the corporation alleged to have been lost,
stolen, or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen, or destroyed. When
authorizing such issue of a new certificate or certificates, the board of
directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen, or destroyed certificate or
certificates, or his or her legal representative, to give the corporation a bond
sufficient to indemnify the corporation against any claim that may be made
against the corporation on account of the loss, theft or destruction of any such
certificate or the issuance of such new certificate.

Section 6.3. Fixing a Record Date for Stockholder Meetings. In order that the
corporation may determine the stockholders entitled to notice of or to vote at
any meeting of stockholders or any adjournment thereof, the board of directors
may fix a record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted by the board of directors, and
which record date shall not be more than sixty (60) nor less than ten (10) days
before the date of such meeting. If no record date is fixed by the board of
directors, the record date for determining stockholders entitled to notice of or
to vote at a meeting of stockholders shall be the close of business on the next
day preceding the day on which notice is given, or if notice is waived, at the
close of business on the day next preceding the day on which the meeting is
held. A

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<PAGE>   16

determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the board of directors may fix a new record date for the
adjournment meeting.

Section 6.4. Fixing a Record Date for Other Purposes. In order that the
corporation may determine the stockholders entitled to receive payment of any
dividend or other distribution or allotment or any rights or the stockholders
entitled to exercise any rights in respect of any change, conversion or exchange
of stock, or for the purposes of any other lawful action, the board of directors
may fix a record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted, and which record date shall be
not more than sixty (60) days prior to written action. If no record date is
fixed, the record date for determining stockholders for any such purpose shall
be at the close of business on the day on which the board of directors adopts
the resolution relating thereto.

Section 6.5. Registered Stockholders. Prior to the surrender to the corporation
of the certificate or certificates for a share or shares of stock with a request
to record the transfer of such share or shares, the corporation may treat the
registered owner as the person entitled to receive dividends, to vote, to
receive notifications, and otherwise to exercise all the rights and powers of an
owner.

Section 6.6. Subscriptions for Stock. Unless otherwise provided for in the
subscription agreement, subscriptions for shares all be paid in full at such
time, or in such installments and at such times, as shall be determined by the
board of directors. Any call made by the board of directors for payment on
subscriptions shall be uniform as to all shares of the same class or as to all
shares of the same series. In case of default in the payment of any installment
or call when such payment is due, the corporation may proceed to collect the
amount due in the same manner as any debt due the corporation.

                                  ARTICLE 7.6
                               GENERAL PROVISIONS

Section 7.1. Dividends. Dividends upon the capital stock of the corporation,
subject to the provisions of the certificate of incorporation, if any, may be
declared by the board of directors at any regular or special meeting, pursuant
to law. Dividends may be paid in cash, in property, or in shares of the capital
stock, subject to the provisions of the certificate of incorporation. Before
payment of any dividend, there may be set aside out of any funds of the
corporation available for dividends such sum or sums as the directors from time
to time, in their absolute discretion, think proper as a reserve or reserves to
meet contingencies, or for equalizing dividends, or for repairing or maintaining
any property of the corporation, or any other purpose and the directors may
modify or abolish any such reserve in the manner in which it was created.

Section 7.2. Checks, Drafts or Orders. All checks, drafts, or other orders for
the payment of money by or to the corporation and all notes and other evidences
of indebtedness issued in the name of the corporation shall be signed by such
officer or officers, agent or agents of the corporation, and

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<PAGE>   17

in such manner, as shall be determined by resolution of the board of directors
or a duly authorized committee thereof.

Section 7.3. Contracts. The board of directors may authorize any officer or
officers, or any agent or agents, of the corporation to enter into any contract
or to execute and deliver any instrument in the name of and on behalf of the
corporation, and such authority may be general or confined to specific
instances.

Section 7.4. Loans. The corporation may lend money to, or guarantee any
obligation of, or otherwise assist any officer or other employee of the
corporation or of its subsidiary, including any officer or employee who is a
director of the corporation or its subsidiary, whenever, in the judgment of the
directors, such loan, guaranty or assistance may reasonably be expected to
benefit the corporation. The loan, guaranty or other assistance may be with or
without interest, and may be unsecured, or secured in such manner as the board
of directors shall approve, including, without limitation, a pledge of shares of
stock of the corporation. Nothing in this section contained shall be deemed to
deny, limit or restrict the powers of guaranty or warranty of the corporation at
common law or under any statute. No loans shall be made or contracted on behalf
of the corporation and no evidences of indebtedness shall be issued in its name
unless authorized by resolution of the board of directors. Such authority may be
general or confined to specific instances.

Section 7.5. Fiscal Year. The fiscal year of the corporation shall be fixed by
resolution of the board of directors.

Section 7.6. Voting Securities Owned By Corporation. Voting securities in any
other corporation held by the corporation shall be voted by the president or the
secretary, unless the board of directors specifically confers authority to vote
with respect there to, which authority may be general or confined to specific
instances, upon some other person or officer. Any person authorized to vote
securities shall have the power to appoint proxies, with general power of
substitution.

Section 7.7. Inspection of Books and Records. Any stockholder of record, in
person or by attorney or other agent, shall, upon written demand under oath
stating the purpose thereof, have the right during the usual hours for business
to inspect for any proper purpose the corporation's stock ledger, a list of its
stockholders, and its other books and records, and to make copies or extracts
therefrom. A proper purpose shall mean any purpose reasonably related to such
person's interest as a stockholder. In every instance where an attorney or other
agent shall be the person who seeks the right to inspection, the demand under
oath shall be accompanied by a power of attorney or such other writing which
authorizes the attorney or other agent to so act on behalf of the stockholder.
The demand under oath shall be directed to the corporation at its registered
office in the State of Delaware or at its principal place of business.

Section 7.8. Section Headings. Section headings in these by-laws are for
convenience of reference only and shall not be given any substantive effect in
limiting or otherwise construing any provision herein.

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<PAGE>   18

Section 7.9. Inconsistent Provisions. In the event that any provision of these
by-laws is or becomes inconsistent with any provision of the certificate of
incorporation, the General Corporation Law of the State of Delaware or any other
applicable law, the provision of these by-laws shall not be given any effect to
the extent of such inconsistency but shall otherwise be given full force and
effect.

                                   ARTICLE 8.
                                   AMENDMENTS

     Except as set forth in the next sentence, these by-laws may be amended,
altered, or repealed and new by-laws adopted at any meeting of the board of
directors by a majority vote. The provisions set forth in Article III, Section
2, Article III, Section 7(b) and this Article VIII may only be amended, altered
or repealed upon the affirmative of at least 66 2/3% of the directors then in
office. The fact that the power to adopt, amend, alter, or repeal the by-laws
has been conferred upon the board of directors shall not divest the stockholders
of the same powers.


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