<PAGE>
<TABLE>
<CAPTION>

                                                  AMENDED AND RESTATED

                                                         BYLAWS

                                                           OF

                                                  ADVENT SOFTWARE, INC.
                                                (a Delaware corporation)

                                                    TABLE OF CONTENTS

                                                                                                                     PAGE
                                                                                                                     ----

<S>                                                                                                                  <C>
ARTICLE I CORPORATE OFFICES...........................................................................................1

         1.1      REGISTERED OFFICE...................................................................................1
         1.2      OTHER OFFICES.......................................................................................1

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

         2.1      PLACE OF MEETINGS...................................................................................1
         2.2      ANNUAL MEETING......................................................................................1
         2.3      SPECIAL MEETING.....................................................................................2
         2.4      NOTICE OF STOCKHOLDERS' MEETINGS....................................................................2
         2.5      ADVANCE NOTICE OF STOCKHOLDER NOMINEES AND STOCKHOLDER BUSINESS.....................................2
         2.6      MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE........................................................4
         2.7      QUORUM..............................................................................................4
         2.8      ADJOURNED MEETING; NOTICE...........................................................................4
         2.9      VOTING..............................................................................................5
         2.10     STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING.............................................5
         2.11     RECORD DATE FOR STOCKHOLDER NOTICE; VOTING..........................................................5
         2.12     PROXIES.............................................................................................6
         2.13     ORGANIZATION........................................................................................6
         2.14     LIST OF STOCKHOLDERS ENTITLED TO VOTE...............................................................6
         2.15     INSPECTORS OF ELECTION..............................................................................7

ARTICLE III DIRECTORS.................................................................................................7

         3.1      POWERS..............................................................................................7
         3.2      NUMBER OF DIRECTORS.................................................................................8
         3.3      ELECTION AND TERM OF OFFICE OF DIRECTORS............................................................8
         3.4      RESIGNATION AND VACANCIES...........................................................................8
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                                                    TABLE OF CONTENTS
                                                      (Continued)

<S>                                                                                                                  <C>
         3.5      REMOVAL OF DIRECTORS................................................................................9
         3.6      PLACE OF MEETINGS; MEETINGS BY TELEPHONE............................................................9
         3.7      FIRST MEETINGS......................................................................................9
         3.8      REGULAR MEETINGS...................................................................................10
         3.9      SPECIAL MEETINGS; NOTICE...........................................................................10
         3.10     QUORUM.............................................................................................10
         3.11     WAIVER OF NOTICE...................................................................................11
         3.12     ADJOURNMENT........................................................................................11
         3.13     NOTICE OF ADJOURNMENT..............................................................................11
         3.14     BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING..................................................11
         3.15     FEES AND COMPENSATION OF DIRECTORS.................................................................11
         3.16     APPROVAL OF LOANS TO OFFICERS......................................................................11

ARTICLE IV COMMITTEES................................................................................................12

         4.1      COMMITTEES OF DIRECTORS............................................................................12
         4.2      MEETINGS AND ACTION OF COMMITTEES..................................................................12
         4.3      COMMITTEE MINUTES..................................................................................13

ARTICLE V OFFICERS...................................................................................................13

         5.1      OFFICERS...........................................................................................13
         5.2      ELECTION OF OFFICERS...............................................................................13
         5.3      SUBORDINATE OFFICERS...............................................................................13
         5.4      REMOVAL AND RESIGNATION OF OFFICERS................................................................14
         5.5      VACANCIES IN OFFICES...............................................................................14
         5.6      CHAIRMAN OF THE BOARD..............................................................................14
         5.7      CHIEF EXECUTIVE OFFICER............................................................................14
         5.8      PRESIDENT..........................................................................................15
         5.9      VICE PRESIDENTS....................................................................................15
         5.10     SECRETARY..........................................................................................15
         5.11     CHIEF FINANCIAL OFFICER............................................................................16
         5.12     ASSISTANT SECRETARY................................................................................16
         5.13     ADMINISTRATIVE OFFICERS............................................................................16
         5.14     AUTHORITY AND DUTIES OF OFFICERS...................................................................16

ARTICLE VI INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS........................................17
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                                                           ii

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                                                      (Continued)

<S>                                                                                                                  <C>
         6.1      INDEMNIFICATION OF DIRECTORS AND OFFICERS..........................................................17
         6.2      INDEMNIFICATION OF OTHERS..........................................................................18
         6.3      INSURANCE..........................................................................................18
         6.4      SAVINGS CLAUSE.....................................................................................18
         6.5      CONTINUATION OF INDEMNIFICATION AND ADVANCEMENT OF EXPENSES........................................18
         6.6      NON-EXCLUSIVITY OF RIGHTS..........................................................................19
         6.7      AMENDMENTS.........................................................................................19

ARTICLE VII RECORDS AND REPORTS......................................................................................19

         7.1      MAINTENANCE AND INSPECTION OF RECORDS..............................................................19
         7.2      INSPECTION BY DIRECTORS............................................................................19
         7.3      REPRESENTATION OF SHARES OF OTHER CORPORATIONS.....................................................20
         7.4      CERTIFICATION AND INSPECTION OF BYLAWS.............................................................20

ARTICLE VIII GENERAL MATTERS.........................................................................................20

         8.1      RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING..............................................20
         8.2      CHECKS; DRAFTS; EVIDENCES OF INDEBTEDNESS..........................................................20
         8.3      FISCAL YEAR........................................................................................21
         8.4      CORPORATE CONTRACTS AND INSTRUMENTS:  HOW EXECUTED.................................................21
         8.5      STOCK CERTIFICATES; TRANSFER; PARTLY PAID SHARES...................................................21
         8.6      SPECIAL DESIGNATION ON CERTIFICATES................................................................22
         8.7      LOST CERTIFICATES..................................................................................22
         8.8      TRANSFER AGENTS AND REGISTRARS.....................................................................22
         8.9      CONSTRUCTION; DEFINITIONS..........................................................................22

ARTICLE IX AMENDMENTS................................................................................................23
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                                                          iii

<PAGE>


                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                              ADVENT SOFTWARE, INC.
                            (a Delaware corporation)

                                   ARTICLE I

                                CORPORATE OFFICES

     1.1 REGISTERED OFFICE

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

     1.2 OTHER OFFICES

     The board of directors may at any time establish branch or subordinate
offices at any place or places where the corporation is qualified to do
business.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     2.1 PLACE OF MEETINGS

     Meetings of stockholders shall be held at any place within or outside the
State of Delaware designated by the board of directors. The board of directors
may, in its sole discretion, determine that a meeting of stockholders shall not
be held at any place, but may instead be held solely by means of remote
communication as authorized by Section 211 of the General Corporation Law of
Delaware. In the absence of any such designation, stockholders' meetings shall
be held at the principal executive office of the corporation.

     2.2 ANNUAL MEETING

     The annual meeting of stockholders shall be held each year on a date and at
a time designated by the board of directors. In the absence of such designation,
the annual meeting of stockholders

<PAGE>

shall be held on the second Friday in June in each year at 10:00 a.m. However,
if such day falls on a legal holiday, then the meeting shall be held at the same
time and place on the next succeeding full business day. At the meeting,
directors shall be elected, and any other proper business may be transacted.

     2.3 SPECIAL MEETING

     A special meeting of the stockholders may be called at any time by the
board of directors, or by the chairman of the board, the chief executive
officer, or the president.

     2.4 NOTICE OF STOCKHOLDERS' MEETINGS

     All notices of meetings of stockholders shall be sent or otherwise given in
accordance with Sections 2.5 and 2.6 of these bylaws not less than ten (10) nor
more than sixty (60) days before the date of the meeting. The notice shall
specify the place, if any, date and hour of the meeting, the means of remote
communication, if any, by which stockholders and proxy holders may be deemed to
be present in person and vote at such meeting and (i) in the case of a special
meeting, the purpose or purposes for which the meeting is called (no business
other than that specified in the notice may be transacted) or (ii) in the case
of the annual meeting, those matters which the board of directors, at the time
of giving the notice, intends to present for action by the stockholders (but any
proper matter may be presented at the meeting for such action). The notice of
any meeting at which directors are to be elected shall include the name of any
nominee or nominees who, at the time of the notice, the board intends to present
for election.

     2.5 ADVANCE NOTICE OF STOCKHOLDER NOMINEES AND STOCKHOLDER BUSINESS

             (a) At an annual meeting of the stockholders, only such business
shall be conducted as shall have been properly brought before the meeting. To be
properly brought before an annual meeting, business must be: (i) specified in
the notice of meeting (or any supplement thereto) given by or at the direction
of the board of directors, (ii) otherwise properly brought before the meeting by
or at the direction of the board of directors, or (iii) otherwise properly
brought before the meeting by a stockholder. For business to be properly brought
before an annual meeting by a stockholder, the stockholder must have given
timely notice thereof in writing to the secretary of the corporation. To be
timely, a stockholder's notice must be delivered to or mailed and received at
the principal executive offices of the corporation not less than one hundred
twenty (120) calendar days before the one year anniversary of the date on which
the corporation first mailed its proxy statement to stockholders in connection
with the previous year's annual meeting of stockholders. A stockholder's notice
to the secretary shall set forth as to each matter the stockholder proposes to
bring before the annual meeting: (A) a brief description of the business desired
to be brought before the annual meeting and the reasons for conducting such
business at the annual meeting, (B) the name and address, as they appear on the
corporation's books, of the stockholder proposing such business, (C) the class
and number of shares of the corporation that are beneficially owned by the
stockholder, (D) any material interest of the stockholder in such business, and
(E) any other information that is required to be provided by the stockholder
pursuant to Regulation 14A under the Securities


                                       2
<PAGE>

Exchange Act of 1934, as amended, in his capacity as a proponent to a
stockholder proposal. Notwithstanding the foregoing, in order to include
information with respect to a stockholder proposal in the proxy statement and
form of proxy for a stockholder's meeting, stockholders must provide notice as
required by the regulations promulgated under the Securities Exchange Act of
1934, as amended. Notwithstanding anything in these bylaws to the contrary, no
business shall be conducted at any annual meeting except in accordance with the
procedures set forth in this paragraph (a). The chairman of the annual meeting
shall, if the facts warrant, determine and declare at the meeting that business
was not properly brought before the meeting and in accordance with the
provisions of this paragraph (a), and, if he should so determine, he shall so
declare at the meeting that any such business not properly brought before the
meeting shall not be transacted.

             (b) Only persons who are nominated in accordance with the
procedures set forth in this paragraph (b) shall be eligible for election as
directors. Nominations of persons for election to the board of directors of the
corporation may be made at a meeting of stockholders by or at the direction of
the board of directors or by any stockholder of the corporation entitled to vote
in the election of directors at the meeting who complies with the notice
procedures set forth in this paragraph (b). Such nominations, other than those
made by or at the direction of the board of directors, shall be made pursuant to
timely notice in writing to the secretary of the corporation in accordance with
the provisions of paragraph (a) of this Section 2.5. Such stockholder's notice
shall set forth (i) as to each person, if any, whom the stockholder proposes to
nominate for election or re-election as a director: (A) the name, age, business
address and residence address of such person, (B) the principal occupation or
employment of such person, (C) the class and number of shares of the corporation
that are beneficially owned by such person, (D) a description of all
arrangements or understandings between the stockholder and each nominee and any
other person or persons (naming such person or persons) pursuant to which the
nominations are to be made by the stockholder, and (E) any other information
relating to such person that is required to be disclosed in solicitations of
proxies for elections of directors, or is otherwise required, in each case
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended
(including without limitation such person's written consent to being named in
the proxy statement, if any, as a nominee and to serving as a director if
elected); and (ii) as to such stockholder giving notice, the information
required to be provided pursuant to paragraph (a) of this Section 2.5. At the
request of the board of directors, any person nominated by a stockholder for
election as a director shall furnish to the secretary of the corporation that
information required to be set forth in the stockholder's notice of nomination
which pertains to the nominee. No person shall be eligible for election as a
director of the corporation unless nominated in accordance with the procedures
set forth in this paragraph (b). The chairman of the meeting shall, if the facts
warrant, determine and declare at the meeting that a nomination was not made in
accordance with the procedures prescribed by these bylaws, and if he should so
determine, he shall so declare at the meeting, and the defective nomination
shall be disregarded.

     These provisions shall not prevent the consideration and approval or
disapproval at an annual meeting of reports of officers, directors and
committees of the board of directors, but in connection therewith no new
business shall be acted upon at any such meeting unless stated, filed and
received as herein provided. Notwithstanding anything in these bylaws to the
contrary, no business brought


                                       3
<PAGE>

before a meeting by a stockholder shall be conducted at an annual meeting except
in accordance with procedures set forth in this Section 2.5.

     2.6 MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE

     Written notice of any meeting of stockholders shall be given either (i)
personally, (ii) by private courier, (iii) by first or third-class United States
mail, (iv) by other written communication, or (v) by other electronic or
wireless means. Notices not personally delivered shall be sent charges prepaid
and shall be addressed to the stockholder at the address of that stockholder
appearing on the books of the corporation or given by the stockholder to the
corporation for the purpose of notice. Notice shall be deemed to have been given
at the time when delivered personally or by courier or deposited in the mail or
sent by other means of written communication or other electronic or wireless
means.

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

     2.7 QUORUM

     The holders of a majority in voting power of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
certificate of incorporation. If, however, such quorum is not present or
represented at any meeting of the stockholders, then either (i) the chairman of
the meeting or (ii) the stockholders entitled to vote thereat, present in person
or represented by proxy, shall have power to adjourn the meeting in accordance
with Section 2.8 of these bylaws.

     When a quorum is present at any meeting, the vote of the holders of a
majority of the stock having voting power present in person or represented by
proxy shall decide any question brought before such meeting, unless the question
is one upon which, by express provision of the laws of the State of Delaware or
of the certificate of incorporation or these bylaws, a different vote is
required, in which case such express provision shall govern and control the
decision of the question.

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

     2.8 ADJOURNED MEETING; NOTICE

     When a meeting is adjourned to another time and place, unless these bylaws
otherwise require, notice need not be given of the adjourned meeting if the time
and place, if any, thereof and the means of remote communications, if any, by
which stockholders and proxy holders may be deemed to be present in person and
vote at such adjourned meeting are announced at the meeting at which the
adjournment is taken. At the adjourned meeting the corporation may transact any
business


                                       4
<PAGE>

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

     2.9 VOTING

     The stockholders entitled to vote at any meeting of stockholders shall be
determined in accordance with the provisions of Section 2.11 of these bylaws,
subject to the provisions of Sections 217 and 218 of the General Corporation Law
of Delaware (relating to voting rights of fiduciaries, pledgors and joint
owners, and to voting trusts and other voting agreements).

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

     2.10 STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING

     Any action required or permitted to be taken at any annual or special
meeting of stockholders may be taken without a meeting, without prior notice and
without a vote, if a consent or consents in writing setting forth the action so
taken shall be signed by the holders of outstanding stock having not less than
the minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voted. Such consents shall be delivered to the corporation by delivery to it
registered office in the state of Delaware, its principal place of business, or
an officer or agent of the corporation having custody of the book in which
proceedings of meetings of stockholders are recorded. Delivery made to a
corporation's registered office shall be by hand or by certified or registered
mail, return receipt requested.

     2.11 RECORD DATE FOR STOCKHOLDER NOTICE; VOTING

     For purposes of determining the stockholders entitled to notice of any
meeting or to vote thereat, the board of directors may fix, in advance, a record
date, which shall not precede the date upon which the resolution fixing the
record date is adopted by the board of directors and which shall not be more
than sixty(60) days nor less than ten (10) days before the date of any such
meeting, and in such event only stockholders of record on the date so fixed are
entitled to notice and to vote, notwithstanding any transfer of any shares on
the books of the corporation after the record date.

     If the board of directors does not so fix a record date, the record date
for determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the business day next
preceding the day on which notice is given, or, if notice is waived, at the
close of business on the business day next preceding the day on which the
meeting is held.

     A determination of stockholders of record entitled to notice of or to vote
at a meeting of stockholders shall apply to any adjournment of the meeting
unless the board of directors fixes a new record date for the adjourned meeting,
but the board of directors shall fix a new record date if the meeting is
adjourned for more than thirty (30) days from the date set for the original
meeting.


                                       5
<PAGE>

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

     2.12 PROXIES

     Every person entitled to vote for directors, or on any other matter, shall
have the right to do so either in person or by one or more agents authorized by
a written proxy signed by the person and filed with the secretary of the
corporation, but no such proxy shall be voted or acted upon after three (3)
years from its date, unless the proxy provides for a longer period. A proxy
shall be deemed signed if the stockholder's name is placed on the proxy (whether
by manual signature, typewriting, telegraphic transmission, telefacsimile or
otherwise) by the stockholder or the stockholder's attorney-in-fact. The
revocability of a proxy that states on its face that it is irrevocable shall be
governed by the provisions of Section 212(e) of the General Corporation Law of
Delaware.

     2.13 ORGANIZATION

     The chairman of the board, or in the absence of the chairman, the
president, shall call the meeting of the stockholders to order, and shall act as
chairman of the meeting. In the absence of the chairman of the board, the
president, and all of the vice presidents, the stockholders shall appoint a
chairman for such meeting. The chairman of any meeting of stockholders shall
determine the order of business and the procedures at the meeting, including
such matters as the regulation of the manner of voting and the conduct of
business. The secretary of the corporation shall act as secretary of all
meetings of the stockholders, but in the absence of the secretary at any meeting
of the stockholders, the chairman of the meeting may appoint any person to act
as secretary of the meeting.

     2.14 LIST OF STOCKHOLDERS ENTITLED TO VOTE

     The officer who has charge of the stock ledger of the corporation shall
prepare and make, at least ten (10) days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. The corporation shall not
be required to include electronic mail addresses or other electronic contact
information on such list. 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: (i) on a
reasonably accessible electronic network, provided that the information required
to gain access to such list is provided with the notice of the meeting, or (ii)
during ordinary business hours, at the corporation's principal executive office.
In the event that the corporation determines to make the list available on an
electronic network, the corporation may take reasonable steps to ensure that
such information is available only to stockholders of the corporation. If the
meeting is to be held at a place, then the list shall 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. If the meeting is to be held solely
by means of remote communication, then the list shall also be open to the
examination of any stockholder during the whole time of the meeting on a
reasonably accessible electronic network, and the information required to access
such list shall be provided with the notice of the meeting. The stock ledger
shall be the only evidence as to who are the stockholders entitled to examine
the stock


                                       6
<PAGE>

ledger, the list of stockholders or the books of the corporation, or to vote in
person or by proxy at any meeting of stockholders and of the number of shares
held by each such stockholder.

     2.15 INSPECTORS OF ELECTION

     Before any meeting of stockholders, the board of directors may appoint an
inspector or inspectors of election to act at the meeting or its adjournment. If
no inspector of election is so appointed, then the chairman of the meeting may,
and on the request of any stockholder or a stockholder's proxy shall, appoint an
inspector or inspectors of election to act at the meeting. The number of
inspectors shall be either one (1) or three (3). If inspectors are appointed at
a meeting pursuant to the request of one (1) or more stockholders or proxies,
then the holders of a majority of the voting power of shares or their proxies
present at the meeting shall determine whether one (1) or three (3) inspectors
are to be appointed. If any person appointed as inspector fails to appear or
fails or refuses to act, then the chairperson of the meeting may, and upon the
request of any stockholder or a stockholder's proxy shall, appoint a person to
fill that vacancy.

     Such inspectors shall:

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

            (ii)   receive votes, ballots or consents;

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

            (iv)   count and tabulate all votes or consents;

             (v)   determine when the polls shall close;

            (vi)   determine the result; and

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

                                   ARTICLE III

                                    DIRECTORS

     3.1 POWERS

     Subject to the provisions of the General Corporation Law of Delaware and to
any limitations in the certificate of incorporation or these bylaws relating to
action required to be approved by the stockholders or by the outstanding shares,
the business and affairs of the corporation shall be managed and all corporate
powers shall be


                                       7
<PAGE>

exercised by or under the direction of the board of directors.

     3.2 NUMBER OF DIRECTORS

     The board of directors shall consist of six (6) members. The number of
directors may be changed by an amendment to this bylaw, duly adopted by the
board of directors or by the stockholders, or by a duly adopted amendment to the
certificate of incorporation.

     3.3 ELECTION AND TERM OF OFFICE OF DIRECTORS

     Except as provided in Section 3.4 of these bylaws, directors shall be
elected at each annual meeting of stockholders to hold office until the next
annual meeting. Each director, including a director elected or appointed to fill
a vacancy, shall hold office until the expiration of the term for which elected
and until a successor has been elected and qualified. Directors need not be
stockholders unless so required by the certificate of incorporation or these
bylaws. The certificate of incorporation or these bylaws may prescribe other
qualifications for directors.

     3.4 RESIGNATION AND VACANCIES

     Any director may resign effective on giving notice in writing or by
electronic transmission to the chairman of the board, the president, the
secretary or the board of directors, unless the notice specifies a later time
for that resignation to become effective. If the resignation of a director is
effective at a future time, the board of directors may elect a successor to take
office when the resignation becomes effective.

     Vacancies in the board of directors may be filled by a majority of the
remaining directors, even if less than a quorum, or by a sole remaining
director; however, a vacancy created by the removal of a director by the vote of
the stockholders or by court order may be filled only by the affirmative vote of
a majority of the shares represented and voting at a duly held meeting at which
a quorum is present (which shares voting affirmatively also constitute a
majority of the required quorum). Each director so elected shall hold office
until the next annual meeting of the stockholders and until a successor has been
elected and qualified.

     Unless otherwise provided in the certificate of incorporation or these
bylaws:

             (i)   Vacancies and newly created directorships resulting from any
increase in the authorized number of directors elected by all of the
stockholders having the right to vote as a single class may be filled by a
majority of the directors then in office, although less than a quorum, or by a
sole remaining director.

            (ii)   Whenever the holders of any class or classes of stock or
series thereof are entitled to elect one or more directors by the provisions of
the certificate of incorporation, vacancies and newly created directorships of
such class or classes or series may be filled by a majority of the


                                       8
<PAGE>

directors elected by such class or classes or series thereof then in office, or
by a sole remaining director so elected.

     If at any time, by reason of death or resignation or other cause, the
corporation should have no directors in office, then any officer or any
stockholder or an executor, administrator, trustee or guardian of a stockholder,
or other fiduciary entrusted with like responsibility for the person or estate
of a stockholder, may call a special meeting of stockholders in accordance with
the provisions of the certificate of incorporation or these bylaws, or may apply
to the Court of Chancery for a decree summarily ordering an election as provided
in Section 211 of the General Corporation Law of Delaware.

     If, at the time of filling any vacancy or any newly created directorship,
the directors then in office constitute less than a majority of the whole board
(as constituted immediately prior to any such increase), then the Court of
Chancery may, upon application of any stockholder or stockholders holding at
least ten(10) percent of the total number of the shares at the time outstanding
having the right to vote for such directors, summarily order an election to be
held to fill any such vacancies or newly created directorships, or to replace
the directors chosen by the directors then in office as aforesaid, which
election shall be governed by the provisions of Section 211 of the General
Corporation Law of Delaware as far as applicable.

     3.5 REMOVAL OF DIRECTORS

     Unless otherwise restricted by statute, by the certificate of incorporation
or by these bylaws, any director or the entire board of directors may be
removed, with or without cause, by the holders of a majority of the shares then
entitled to vote at an election of directors.

     3.6 PLACE OF MEETINGS; MEETINGS BY TELEPHONE

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

     Any meeting of the board, regular or special, may be held by conference
telephone or similar communication equipment, so long as all directors
participating in the meeting can hear one another; and all such participating
directors shall be deemed to be present in person at the meeting.

     3.7 FIRST MEETINGS

     The first meeting of each newly elected board of directors shall be held at
such time and place as shall be fixed by the vote of the stockholders at the
annual meeting. In the event of the failure of the stockholders to fix the time
or place of such first meeting of the newly elected board of directors, or in
the event such meeting is not held at the time and place so fixed by the
stockholders,


                                       9
<PAGE>

the meeting may be held at such time and place as shall be specified in a notice
given as hereinafter provided for special meetings of the board of directors, or
as shall be specified in a written waiver signed by all of the directors.

     3.8 REGULAR MEETINGS

     Regular meetings of the board of directors may be held without notice at
such time as shall from time to time be determined by the board of directors. If
any regular meeting day shall fall on a legal holiday, then the meeting shall be
held at the same time and place on the next succeeding full business day.

     3.9 SPECIAL MEETINGS; NOTICE

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

     Notice of the time and place of special meetings shall be (i) delivered
personally by hand, by courier or by telephone, (ii) sent by United States
first-class mail, postage prepaid (iii) sent by facsimile, or (iv) sent by
electronic mail or other electronic or wireless means, charges prepaid,
addressed to each director at that director's address, telephone number,
facsimile number or electronic mail address, as the case may be, as it is shown
on the records of the corporation. If the notice is (i) delivered personally by
hand, by courier or by telephone, (ii) sent by facsimile or (iii) sent by
electronic mail or other electronic or wireless means, it shall be delivered or
sent at least 24 hours before the time of the holding of the meeting. If the
notice is sent by United States mail, it shall be deposited in the United States
mail at least four (4) days before the time of the holding of the meeting. Any
oral notice given personally or by telephone may be communicated either to the
director or to a person at the office of the director who the person giving the
notice has reason to believe will promptly communicate it to the director. The
notice need not specify the purpose or the place of the meeting, if the meeting
is to be held at the principal executive office of the corporation.

     3.10 QUORUM

     A majority of the authorized number of directors shall constitute a quorum
for the transaction of business, except to adjourn as provided in Section 3.12
of these bylaws. Every act or decision done or made by a majority of the
directors present at a duly held meeting at which a quorum is present shall be
regarded as the act of the board of directors, subject to the provisions of the
certificate of incorporation and applicable law.

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


                                       10
<PAGE>

     3.11 WAIVER OF NOTICE

     Notice of a meeting need not be given to any director (i)who signs a waiver
of notice, whether before or after the meeting, or (ii)who attends the meeting
other than for the express purposed of objecting at the beginning of the meeting
to the transaction of any business because the meeting is not lawfully called or
convened. All such waivers shall be filed with the corporate records or made
part of the minutes of the meeting. A waiver of notice need not specify the
purpose of any regular or special meeting of the board of directors.

     3.12 ADJOURNMENT

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

     3.13 NOTICE OF ADJOURNMENT

     Notice of the time and place of holding an adjourned meeting of the board
need not be given unless the meeting is adjourned for more than twenty-four (24)
hours. If the meeting is adjourned for more than twenty-four (24) hours, then
notice of the time and place of the adjourned meeting shall be given before the
adjourned meeting takes place, in the manner specified in Section 3.9 of these
bylaws, to the directors who were not present at the time of the adjournment.

     3.14 BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING

     Any action required or permitted to be taken by the board of directors may
be taken without a meeting, provided that all members of the board individually
or collectively consent in writing or by electronic transmission to that action.
Such action by written consent or electronic transmission shall have the same
force and effect as a unanimous vote of the board of directors. Such written
consent and any counterparts thereof or electronic transmission or transmissions
shall be filed with the minutes of the proceedings of the board of directors.

     3.15 FEES AND COMPENSATION OF DIRECTORS

     Directors and members of committees may receive such compensation, if any,
for their services and such reimbursement of expenses as may be fixed or
determined by resolution of the board of directors. This Section 3.15 shall not
be construed to preclude any director from serving the corporation in any other
capacity as an officer, agent, employee or otherwise and receiving compensation
for those services.

     3.16 APPROVAL OF LOANS TO OFFICERS

     Subject to the last sentence hereof, the corporation may lend money to, or
guarantee any obligation of, or otherwise assist any employee of the corporation
or its subsidiaries, 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


                                       11
<PAGE>

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 contained in this section shall be deemed to deny, limit or
restrict the powers of guaranty or warranty of the corporation at common law or
under any statute. Notwithstanding the foregoing, the corporation shall in no
event make any new loan to any director or executive officer or make any
material modification to any existing loan.

                                   ARTICLE IV

                                   COMMITTEES

     4.1 COMMITTEES OF DIRECTORS

     The board of directors may, by resolution adopted by a majority of the
authorized number of directors, designate one (1) or more committees, each
consisting of one (1) or more of the directors, to serve at the pleasure of the
board. The board may designate one (1) or more directors as alternate members of
any committee, who may replace any absent or disqualified member at any meeting
of the committee. The appointment of members or alternate members of a committee
requires the vote of a majority of the authorized number of directors. Any
committee, to the extent provided in the resolution of the board, shall have and
may exercise all the powers and authority of the board, but no such committee
shall have the power or authority to (i) approve or adopt or recommend to the
stockholders any action or matter that requires the approval of the
stockholders, (ii) amend the certificate of incorporation (except that a
committee may, to the extent authorized in the resolution or resolutions
providing for the issuance of shares of stock adopted by the board of directors
as provided in Section 151(a) of the General Corporation Law of Delaware, fix
the designations and any of the preferences or rights of such shares relating to
dividends, redemption, dissolution, any distribution of assets of the
corporation or the conversion into, or the exchange of such shares for, shares
of any other class or classes or any other series of the same or any other class
or classes of stock of the corporation), or (iii) adopt, amend, or repeal any
bylaw of the corporation.

     4.2 MEETINGS AND ACTION OF COMMITTEES

     Meetings and actions of committees shall be governed by, and held and taken
in accordance with, the following provisions of Article III of these bylaws:
Section 3.6 (place of meetings; meetings by telephone), Section 3.8 (regular
meetings), Section 3.9 (special meetings; notice), Section 3.10 (quorum),
Section 3.11 (waiver of notice), Section 3.12 (adjournment), Section 3.13
(notice of adjournment) and Section 3.14 (board action by written consent
without meeting), with such changes in the context of those bylaws as are
necessary to substitute the committee and its members for the board of directors
and its members; provided, however, that the time of regular meetings of
committees may be determined either by resolution of the board of directors or
by resolution of the committee, that special meetings of committees may also be
called by resolution of the board of directors, and that notice of special
meetings of committees shall also be given to all alternate members, who shall
have the right to attend all meetings of the committee. The board of


                                       12
<PAGE>

directors may adopt rules for the government of any committee not inconsistent
with the provisions of these bylaws.

     4.3 COMMITTEE MINUTES

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

                                   ARTICLE V

                                    OFFICERS

     5.1 OFFICERS

     The Corporate Officers of the corporation shall be a chief executive
officer, a president, a secretary and a chief financial officer. The corporation
may also have, at the discretion of the board of directors, a chairman of the
board, one or more vice presidents (however denominated), one or more assistant
secretaries, one or more assistant treasurers, and such other officers as may be
appointed in accordance with the provisions of Section 5.3 of these bylaws. Any
number of offices may be held by the same person.

     In addition to the Corporate Officers of the Company described above, there
may also be such Administrative (or non-executive) Officers of the corporation
as may be designated and appointed from time to time by the chief executive
officer of the corporation in accordance with the provisions of Section 5.13 of
these bylaws.

     5.2 ELECTION OF OFFICERS

     The Corporate Officers of the corporation, except such officers as may be
appointed in accordance with the provisions of Section 5.3 or Section 5.5 of
these bylaws, shall be chosen by the board of directors, subject to the rights,
if any, of an officer under any contract of employment, and shall hold their
respective offices for such terms as the board of directors may from time to
time determine.

     5.3 SUBORDINATE OFFICERS

     The board of directors may appoint, or may empower the chief executive
officer to appoint, such executive officers who are not Corporate Officers as
the business of the corporation may require, each of whom shall hold office for
such period, have such power and authority, and perform such duties as are
provided in these bylaws or as the board of directors may from time to time
determine.


                                       13
<PAGE>

     The chief executive officer may from time to time designate and appoint
Administrative (or non-executive) Officers of the corporation in accordance with
the provisions of Section 5.13 of these bylaws.

     5.4 REMOVAL AND RESIGNATION OF OFFICERS

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

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

     Any Administrative (or non-executive) Officer may be removed, either with
or without cause, at any time by the chief executive officer. Any Administrative
(or non-executive) Officer may resign at any time by giving written notice to
the chief executive officer or to the secretary of the corporation.

     5.5 VACANCIES IN OFFICES

     A vacancy in any office because of death, resignation, removal,
disqualification or any other cause shall be filled in the manner prescribed in
these bylaws for regular appointments to that office.

     5.6 CHAIRMAN OF THE BOARD

     The chairman of the board, if such an officer be elected, shall, if
present, preside at meetings of the board of directors and exercise such other
powers and perform such other duties as may from time to time be assigned to him
or her by the board of directors or as may be prescribed by these bylaws. If
there is no chairman of the board, then the chief executive officer of the
corporation shall have the powers and duties prescribed herein.

     5.7 CHIEF EXECUTIVE OFFICER

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


                                       14
<PAGE>

in the chief executive officer of a corporation, and shall have such other
powers and perform such other duties as may be prescribed by the board of
directors or these bylaws.

     5.8 PRESIDENT

     Subject to such supervisory powers, if any, as may be given by the board of
directors to the chairman and chief executive officer, if there be such an
officer, the president of the corporation shall, subject to the control of the
board of directors, have general supervision over the operation of the
corporation, including the general powers and duties of management usually
vested in the office of president of a corporation, and shall have such other
powers and perform such other duties as may be prescribed by the board of
directors or these bylaws.

     5.9 VICE PRESIDENTS

     In the absence or disability of the president, and if there is no chairman
of the board or chief executive officer, the vice presidents, if any, in order
of their rank as fixed by the board of directors or, if not ranked, a vice
president designated by the board of directors, shall perform all the duties of
the president and when so acting shall have all the powers of, and be subject to
all the restrictions upon, the president. The vice presidents shall have such
other powers and perform such other duties as from time to time may be
prescribed for them respectively by the board of directors, these bylaws, the
chief executive officer, the president or the chairman of the board.

     5.10 SECRETARY

     The secretary shall keep or cause to be kept, at the principal executive
office of the corporation or such other place as the board of directors may
direct, a book of minutes of all meetings and actions of the board of directors,
committees of directors and stockholders. The minutes shall show the time and
place of each meeting, whether regular or special (and, if special, how
authorized and the notice given), the names of those present at directors'
meetings or committee meetings, the number of shares present or represented at
stockholders' meetings and the proceedings thereof.

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

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


                                       15
<PAGE>

     5.11 CHIEF FINANCIAL OFFICER

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

     The chief financial officer shall deposit all money and other valuables in
the name and to the credit of the corporation with such depositaries as may be
designated by the board of directors. He or she shall disburse the funds of the
corporation as may be ordered by the board of directors, shall render to the
president and directors, whenever they request it, an account of all of his or
her transactions as chief financial officer and of the financial condition of
the corporation, and shall have such other powers and perform such other duties
as may be prescribed by the board of directors or these bylaws.

     5.12 ASSISTANT SECRETARY

     The assistant secretary, if any, or, if there is more than one, the
assistant secretaries in the order determined by the board of directors (or if
there be no such determination, then in the order of their election) shall, in
the absence of the secretary or in the event of his or her inability or refusal
to act, 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
may from time to time prescribe.

     5.13 ADMINISTRATIVE OFFICERS

     In addition to the Corporate Officers of the corporation as provided in
Section 5.1 of these bylaws and such subordinate Corporate Officers as may be
appointed in accordance with Section 5.3 of these bylaws, there may also be such
Administrative (or non-executive) Officers of the corporation as may be
designated and appointed from time to time by the chief executive officer of the
corporation. Administrative Officers shall perform such duties and have such
powers as from time to time may be determined by the chief executive officer or
the board of directors in order to assist the Corporate Officers in the
furtherance of their duties. In the performance of such duties and the exercise
of such powers, however, such Administrative Officers shall have limited
authority to act on behalf of the corporation as the board of directors shall
establish, including but not limited to limitations on the dollar amount and on
the scope of agreements or commitments that may be made by such Administrative
Officers on behalf of the corporation, which limitations may not be exceeded by
such individuals or altered by the chief executive officer without further
approval by the board of directors.

     5.14 AUTHORITY AND DUTIES OF OFFICERS

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


                                       16
<PAGE>

                                   ARTICLE VI

                INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES
                                AND OTHER AGENTS

     6.1 INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The corporation shall, to the maximum extent and in the manner permitted by
the General Corporation Law of Delaware as the same now exists or may hereafter
be amended, indemnify any person against expenses (including attorneys' fees),
judgments, fines, and amounts paid in settlement actually and reasonably
incurred in connection with any threatened, pending or completed action, suit,
or proceeding in which such person was or is a party or is threatened to be made
a party by reason of the fact that such person is or was a director or officer
of the corporation. For purposes of this Section 6.1, a "director" or "officer"
of the corporation shall mean any person (i) who is or was a director or officer
of the corporation, (ii) who is or was serving at the request of the corporation
as a director or officer of another corporation, partnership, joint venture,
trust or other enterprise, or (iii) who was a director or officer of a
corporation which was a predecessor corporation of the corporation or of another
enterprise at the request of such predecessor corporation.

     The corporation shall be required to indemnify a director or officer in
connection with an action, suit, or proceeding (or part thereof) initiated by
such director or officer only if the initiation of such action, suit, or
proceeding (or part thereof) by the director or officer was authorized by the
board of Directors of the corporation.

     The corporation shall pay the expenses (including attorney's fees) incurred
by a director or officer of the corporation entitled to indemnification
hereunder in defending any action, suit or proceeding referred to in this
Section 6.1 in advance of its final disposition; provided, however, that payment
of expenses incurred by a director or officer of the corporation in advance of
the final disposition of such action, suit or proceeding shall be made only upon
receipt of an undertaking by the director or officer to repay all amounts
advanced if it should ultimately be determined that the director or officer is
not entitled to be indemnified under this Section 6.1 or otherwise.

     The rights conferred on any person by this Article shall not be exclusive
of any other rights which such person may have or hereafter acquire under any
statute, provision of the corporation's Certificate of Incorporation, these
bylaws, agreement, vote of the stockholders or disinterested directors or
otherwise.

     Any repeal or modification of the foregoing provisions of this Article
shall not adversely affect any right or protection hereunder of any person in
respect of any act or omission occurring prior to the time of such repeal or
modification.


                                       17
<PAGE>

     6.2 INDEMNIFICATION OF OTHERS

     The corporation shall have the power, to the maximum extent and in the
manner permitted by the General Corporation Law of Delaware as the same now
exists or may hereafter be amended, to indemnify any person (other than
directors and officers) against expenses (including attorneys' fees), judgments,
fines, and amounts paid in settlement actually and reasonably incurred in
connection with any threatened, pending or completed action, suit, or
proceeding, in which such person was or is a party or is threatened to be made a
party by reason of the fact that such person is or was an employee or agent of
the corporation. For purposes of this Section 6.2, an "employee" or "agent" of
the corporation (other than a director or officer) shall mean any person (i) who
is or was an employee or agent of the corporation, (ii) who is or was serving at
the request of the corporation as an employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, or (iii) who was an
employee or agent of a corporation which was a predecessor corporation of the
corporation or of another enterprise at the request of such predecessor
corporation.

     6.3 INSURANCE

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

     6.4 SAVINGS CLAUSE

     If this Article VI or any portion thereof shall be invalidated on any
ground by any court of competent jurisdiction, then the corporation shall
nevertheless indemnify each director, officer, employee or agent of the
corporation against expenses (including attorney's fees), judgments, fines and
amounts paid in settlement with respect to any action, suit, proceeding or
investigation, whether civil, criminal or administrative, and whether internal
or external, including a grand jury proceeding and an action or suit brought by
or in the right of the corporation, to the full extent permitted by any
applicable portion of this Article that shall not have been invalidated, or by
any other applicable law.

     6.5 CONTINUATION OF INDEMNIFICATION AND ADVANCEMENT OF EXPENSES

     The indemnification and advancement of expenses provided by, or granted
pursuant to, this Article VI shall, unless otherwise prided when authorized or
ratified, continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.


                                       18
<PAGE>

     6.6 NON-EXCLUSIVITY OF RIGHTS

     The rights conferred on any person by this bylaw shall not be exclusive of
any other right which such person may have or hereafter acquire under any
statute, provision of the certificate of incorporation, bylaws, agreement, vote
of stockholders or disinterested directors or otherwise, both as to action in
his official capacity and as to action in another capacity while holding office.
The corporation is specifically authorized to enter into individual contracts
with any or all of its directors, officers, employees or agents respecting
indemnification and advances, to the fullest extent not prohibited by the
General Corporation Law of Delaware.

     6.7 AMENDMENTS

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

                                  ARTICLE VII

                               RECORDS AND REPORTS

     7.1 MAINTENANCE AND INSPECTION OF RECORDS

     The corporation shall, either at its principal executive office or at such
place or places as designated by the board of directors, keep a record of its
stockholders listing their names and addresses and the number and class of
shares held by each stockholder, a copy of these bylaws as amended to date,
accounting books and other records of its business and properties.

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

     7.2 INSPECTION BY DIRECTORS

     Any director shall have the right to examine the corporation's stock
ledger, a list of its stockholders and its other books and records for a purpose
reasonably related to his or her position as a director.


                                       19
<PAGE>

     7.3 REPRESENTATION OF SHARES OF OTHER CORPORATIONS

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

     7.4 CERTIFICATION AND INSPECTION OF BYLAWS

     The original or a copy of these bylaws, as amended or otherwise altered to
date, certified by the secretary, shall be kept at the corporation's principal
executive office and shall be open to inspection by the stockholders of the
corporation, at all reasonable times during office hours.

                                  ARTICLE VIII

                                 GENERAL MATTERS

     8.1 RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING

     For purposes of determining the stockholders entitled to receive payment of
any dividend or other distribution or allotment of any rights or the
stockholders entitled to exercise any rights in respect of any change,
conversion or exchange of stock, or for the purpose of any other lawful action,
the board of directors may fix, in advance, a record date, which shall not
precede the date upon which the resolution fixing the record date is adopted and
which shall not be more than sixty (60) days before any such action. In that
case, only stockholders of record at the close of business on the date so fixed
are entitled to receive the dividend, distribution or allotment of rights, or to
exercise such rights, as the case may be, notwithstanding any transfer of any
shares on the books of the corporation after the record date so fixed, except as
otherwise provided by law.

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

     8.2 CHECKS; DRAFTS; EVIDENCES OF INDEBTEDNESS

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


                                       20
<PAGE>

     8.3 FISCAL YEAR

     The fiscal year of the corporation shall be fixed by resolution of the
board of directors.

     8.4 CORPORATE CONTRACTS AND INSTRUMENTS: HOW EXECUTED

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

     8.5 STOCK CERTIFICATES; TRANSFER; PARTLY PAID SHARES

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

     Certificates for shares shall be of such form and device as the board of
directors may designate and shall state the name of the record holder of the
shares represented thereby; its number; date of issuance; the number of shares
for which it is issued; a summary statement or reference to the powers,
designations, preferences or other special rights of such stock and the
qualifications, limitations or restrictions of such preferences and/or rights,
if any; a statement or summary of liens, if any; a conspicuous notice of
restrictions upon transfer or registration of transfer, if any; a statement as
to any applicable voting trust agreement; if the shares be assessable, or, if
assessments are collectible by personal action, a plain statement of such facts.

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


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

     8.6 SPECIAL DESIGNATION ON CERTIFICATES

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

     8.7 LOST CERTIFICATES

     Except as provided in this Section 8.7, no new certificates for shares
shall be issued to replace a previously issued certificate unless the latter is
surrendered to the corporation and cancelled at the same time. The board of
directors may, in case any share certificate or certificate for any other
security is lost, stolen or destroyed, authorize the issuance of replacement
certificates on such terms and conditions as the board may require; the board
may require indemnification of the corporation secured by a bond or other
adequate security sufficient to protect the corporation against any claim that
may be made against it, including any expense or liability, on account of the
alleged loss, theft or destruction of the certificate or the issuance of the
replacement certificate.

     8.8 TRANSFER AGENTS AND REGISTRARS

     The board of directors may appoint one or more transfer agents or transfer
clerks, and one or more registrars, each of which shall be an incorporated bank
or trust company -- either domestic or foreign, who shall be appointed at such
times and places as the requirements of the corporation may necessitate and the
board of directors may designate.

     8.9 CONSTRUCTION; DEFINITIONS

     Unless the context requires otherwise, the general provisions, rules of
construction and definitions in the General Corporation Law of Delaware shall
govern the construction of these


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bylaws. Without limiting the generality of this provision, as used in these
bylaws, the singular number includes the plural, the plural number includes the
singular, and the term "person" includes both an entity and a natural person.

                                   ARTICLE IX

                                   AMENDMENTS


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

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


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                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                              ADVENT SOFTWARE, INC.
                            (A DELAWARE CORPORATION)

                         (EFFECTIVE AS OF MAY 14, 2003)