<PAGE>   1
                                                                    EXHIBIT 3.03

                                     BYLAWS

                                       OF

                               N-T HOLDINGS, INC.
                            (A DELAWARE CORPORATION)


<PAGE>   2


                                TABLE OF CONTENTS
<TABLE>
<CAPTION>

<S>                                                                                         <C>
ARTICLE I - OFFICES..........................................................................1
        Section 1. Registered Office.........................................................1
        Section 2. Other Offices.............................................................1

ARTICLE II - CORPORATE SEAL..................................................................1
        Section 3. Corporate Seal............................................................1

ARTICLE III - STOCKHOLDERS' MEETINGS.........................................................1
        Section 4. Place of Meetings.........................................................1
        Section 5. Annual Meeting............................................................2
        Section 6. Special Meetings..........................................................2
        Section 7. Notice of Meetings........................................................2
        Section 8. Quorum....................................................................3
        Section 9. Adjournment and Notice of Adjourned Meetings..............................3
        Section 10. Voting Rights............................................................3
        Section 11. Beneficial Owners of Stock...............................................4
        Section 12. List of Stockholders.....................................................4
        Section 13. Action without Meeting...................................................4
        Section 14. Organization.............................................................5

ARTICLE IV - DIRECTORS.......................................................................6
        Section 15. Number and Term of Office................................................6
        Section 16. Powers...................................................................6
        Section 17. Vacancies................................................................6
        Section 18. Resignation..............................................................6
        Section 19. Removal..................................................................6
        Section 20. Meetings.................................................................7
               (a)  Annual Meetings..........................................................7
               (b)  Regular Meetings.........................................................7
               (c)  Special Meetings.........................................................7
               (d)  Telephone Meetings.......................................................7
               (e)  Notice of Meetings.......................................................7
               (f)  Waiver of Notice.........................................................7
        Section 21. Quorum and Voting........................................................7
        Section 22. Action without Meeting...................................................8
        Section 23. Fees and Compensation....................................................8
        Section 24. Committees...............................................................8
               (a)  Executive Committee......................................................8
               (b)  Other Committees.........................................................9
               (c)  Term.....................................................................9
               (d)  Meetings.................................................................9
        Section 25. Organization.............................................................9
</TABLE>

                                        i
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                                TABLE OF CONTENTS
                                   (CONTINUED)

<TABLE>
<CAPTION>

<S>                                                                                        <C>
ARTICLE V - OFFICERS........................................................................10
        Section 26. Officers Designated.....................................................10
        Section 27. Tenure and Duties of Officers...........................................10
               (a) General..................................................................10
               (b) Duties of Chairman of the Board of Directors.............................10
               (c) Duties of President......................................................10
               (d) Duties of Vice Presidents................................................11
               (e) Duties of Secretary......................................................11
               (f)  Duties of Chief Financial Officer or Treasurer..........................11
        Section 28.  Delegation of Authority................................................11
        Section 29. Resignations............................................................11
        Section 30. Removal.................................................................12

ARTICLE VI - EXECUTION OF CORPORATE INSTRUMENTS AND
VOTING OF SECURITIES OWNED BY THE CORPORATION...............................................12
        Section 31. Execution of Corporate Instruments......................................12
        Section 32. Voting of Securities Owned by the Corporation...........................12

ARTICLE VII- SHARES OF STOCK................................................................13
       Section 33. Form and Execution of Certificates.......................................13
       Section 34. Lost Certificates........................................................13
       Section 35. Transfers................................................................13
       Section 36. Fixing Record Dates......................................................14
       Section 37. Registered Stockholders..................................................15

ARTICLE VIII - OTHER SECURITIES OF THE CORPORATION..........................................15
       Section 38. Execution of Other Securities............................................15

ARTICLE IX - DIVIDENDS......................................................................15
       Section 39. Declaration of Dividends.................................................15
       Section 40. Dividend Reserve.........................................................16

ARTICLE X - FISCAL YEAR.....................................................................16
       Section 41. Fiscal Year..............................................................16

ARTICLE XI - INDEMNIFICATION................................................................16
        Section 42. Indemnification of Directors, Officers, Employees and Other Agents......16
               (a)  Directors and Executive Officers .......................................16
               (b)  Other Officers, Employees and Other Agents..............................16
               (c)  Good Faith..............................................................16
               (d)  Expenses................................................................17

</TABLE>

                                       ii

<PAGE>   4

                                TABLE OF CONTENTS
                                   (CONTINUED)

<TABLE>
<CAPTION>

<S>                                                                                        <C>
               (e)  Enforcement.............................................................17
               (f)  Non-Exclusivity of Rights...............................................18
               (g)  Survival of Rights......................................................18
               (h)  Insurance...............................................................18
               (i)  Amendments..............................................................18
               (j)  Saving Clause...........................................................18
               (k)  Certain Definitions.....................................................18

ARTICLE XII - NOTICES.......................................................................19
        Section 43.  Notices................................................................19
               (a)  Notice to Stockholders..................................................19
               (b)  Notice to Directors.....................................................20
               (c)  Address Unknown.........................................................20
               (d)  Affidavit of Mailing....................................................20
               (e)  Time Notices Deemed Given...............................................20
               (f)  Methods of Notice.......................................................20
               (g)  Failure to Receive Notice...............................................20
               (h)  Notice to Person with Whom Communication Is Unlawful....................20
               (i)  Notice to Person with Undeliverable Address.............................21

ARTICLE XIII - AMENDMENTS...................................................................21
        Section 44.  Amendments.............................................................21

ARTICLE XIV - LOANS TO OFFICERS.............................................................21
        Section 45.  Loans to Officers......................................................21

</TABLE>


                                      iii
<PAGE>   5




                                     BYLAWS

                                       OF

                               N-T HOLDINGS, INC.
                            (A DELAWARE CORPORATION)

                                    ARTICLE I

                                    OFFICES

        SECTION 1. REGISTERED OFFICE. The registered office of the corporation
in the State of Delaware shall be in the City of Wilmington, County of New
Castle. (Del. Code Ann., tit. 8 Section 131)

        SECTION 2. OTHER OFFICES. The corporation shall also have and maintain
an office or principal place of business at such place as may be fixed by the
Board of Directors, and 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. (Del. Code Ann.,
tit. 8, Section 122(8))


                                   ARTICLE II

                                 CORPORATE SEAL

        SECTION 3. CORPORATE SEAL. The corporate seal shall consist of a die
bearing the name or the corporation and the inscription, "Corporate
Seal-Delaware." Said seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.
(Del. Code Ann., tit. 8, Section 122(3))


                                   ARTICLE III

                             STOCKHOLDERS' MEETINGS

        SECTION 4. PLACE OF MEETINGS. Meetings of the stockholders of the
corporation shall be held at such place, either within or without the State of
Delaware, as may be designated from time to time by the Board of Directors, or,
if not so designated, then at the office of the 


                                       1
<PAGE>   6

corporation required to be maintained pursuant to Section 2 hereof. (Del. Code
Ann., tit. 8, Section 211(a))

        SECTION 5. ANNUAL MEETING.

               (a) The annual meeting of the stockholders of the corporation,
for the purpose of election of Directors and for such other business as may
lawfully come before it, shall be held on such date and at such time as may be
designated from time to time by the Board of Directors. (Del. Code Ann., tit. 8,
Section 211(b))

        SECTION 6. SPECIAL MEETINGS.

               (a) Special meetings of the stockholders of the corporation may
be called, for any purpose or purposes, by (i) the Chairman of the Board, (ii)
the President, (iii) the Board of Directors pursuant to a resolution adopted by
a majority of the total number of authorized directors (whether or not there
exist any vacancies in previously authorized directorships at the time any such
resolution is presented to the Board for adoption)or (iv) by the holders of
shares entitled to cast not less than ten percent (10%) of the votes at the
meeting, and shall be held at such place, on such date, and at such time as they
or he shall fix; provided, however, that following registration of any of the
classes of equity securities of the corporation pursuant to the provisions of
the Securities Exchange Act of 1934, as amended, special meetings of the
stockholders may only be called by the Board of Directors pursuant to a
resolution adopted by a majority of the total number of authorized Directors.

               (b) If a special meeting is called by any person or persons other
than the Board of Directors, the request shall be in writing, specifying the
time of such meeting and the general nature of the business proposed to be
transacted, and shall be delivered personally or sent by registered mail or by
telegraphic or other facsimile transmission to the Chairman of the Board, the
President, any Vice President, or the Secretary of the corporation. No business
may be transacted at such special meeting otherwise than specified in such
notice. The officer receiving the request shall cause notice to be promptly
given to the stockholders entitled to vote, in accordance with the provisions of
Section 7 of these Bylaws, that a meeting will be held not less than thirty-five
(35) nor more than sixty (60) days after the receipt of the request. If the
notice is not given within twenty (20) days after the receipt of the request,
the person or persons requesting the meeting may give the notice. Nothing
contained in this paragraph (b) shall be construed as limiting, fixing, or
affecting the time when a meeting of stockholders called by action of the Board
of Directors may be held.

       SECTION 7. NOTICE OF MEETINGS. Except as otherwise provided by law or the
Certificate of Incorporation, written notice of each meeting of stockholders
shall be given not less than ten (10) nor more than sixty (60) days before the
date of the meeting to each stockholder entitled to vote at such meeting, such
notice to specify the place, date and hour and purpose or purposes of the
meeting. Notice of the time, place and purpose of any meeting of stockholders
may be waived in writing, signed by the person entitled to notice thereof,
either before or after such meeting, and will be waived by any stockholder by
his attendance thereat in person or by proxy, except when 


                                       2
<PAGE>   7



the stockholder attends a meeting 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. Any stockholder so waiving notice of such
meeting shall be bound by the proceedings of any such meeting in all respects as
if due notice thereof had been given. (Del. Code AM., tit. 8, Sections
222, 229)

        SECTION 8. QUORUM. At all meetings of stockholders, except where
otherwise provided by statute or by the Certificate of Incorporation, or by
these Bylaws, the presence, in person or by proxy duly authorized, of the
holders of a majority of the outstanding shares of stock entitled to vote shall
constitute a quorum for the transaction of business. Any shares, the voting of
which at said meeting has been enjoined, or which for any reason cannot be
lawfully voted at such meeting, shall not be counted to determine a quorum at
such meeting. In the absence of a quorum any meeting of stockholders may be
adjourned, from time to time, either by the chairman of the meeting or by vote
of the holders of a majority of the shares represented thereat, but no other
business shall be transacted at such meeting. The stockholders present at a duly
called or convened meeting, at which a quorum is present, may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum. Except as otherwise provided by law,
the Certificate of Incorporation or these Bylaws all action taken by the holders
of a majority of the voting power represented at any meeting at which a quorum
is present shall be valid and binding upon the corporation; provided, however,
that 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 on
the election of Directors. Where a separate vote by a class or classes is
required, a majority of the outstanding shares of such class or classes, present
in person or represented by proxy, shall constitute a quorum entitled to take
action with respect to that vote on that matter and the affirmative vote of the
majority (plurality, in the case of the election of Directors) of shares of such
class or classes present in person or represented by proxy at the meeting shall
be the act of such class. ('Del. Code Ann., tit. 8, Section 216)

        SECTION 9. ADJOURNMENT AND NOTICE OF ADJOURNED MEETINGS. Any meeting of
stockholders, whether annual or special, may be adjourned from time to time
either by the chairman of the meeting or by the vote of a majority of the shares
represented thereat. When a meeting is adjourned to another time or 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 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 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. (Del. Code Ann., tit. 8,
Section 222(c))

        SECTION 10. VOTING RIGHTS.

               (a) For the purpose of determining those stockholders entitled to
vote at any meeting of the stockholders, except as otherwise provided by law,
only persons in whose names shares stand on the stock records of the corporation
on the record date, as provided in Section 12 or these Bylaws, shall be entitled
to vote at any meeting of stockholders. Except as may be 


                                       3
<PAGE>   8


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. Every person entitled to vote or execute consents shall
have the right to do so either in person or by an agent or agents authorized by
a written proxy executed by such person or his duly authorized agent, which
proxy shall be filed with the Secretary at or before the meeting at which it is
to be used. An agent so appointed need not be a stockholder. No proxy shall be
voted after three (3) years from its date of creation unless the proxy provides
for a longer period. All elections of Directors shall be by written ballot,
unless otherwise provided in the Certificate of Incorporation. (Del. Code Ann.,
tit. 8, Sections 211(e), 212(b))

SECTION 11. BENEFICIAL OWNERS OF STOCK.

               (a) If shares or other securities having voting power stand of
record in the names of two (2) or more persons, whether fiduciaries, members of
a partnership, joint tenants, tenants in common, tenants by the entirety, or
otherwise, or if two (2) or more persons have the same fiduciary relationship
respecting the same shares, unless the Secretary is given written notice to the
contrary and is furnished with a copy of the instrument or order appointing them
or creating the relationship wherein it is so provided, their acts with respect
to voting shall have the following effect: (a) if only one (1) votes, his act
binds all; (b) if more than one (1) votes, the act of the majority so voting
binds all; (c) if more than one (1) votes, but the vote is evenly split on any
particular matter, each faction may vote the securities in question
proportionally, or may apply to the Delaware Court of Chancery for relief as
provided in the General Corporation Law of Delaware, Section 217(b). If the
instrument filed with the Secretary shows that any such tenancy is held in
unequal interests, a majority or even-split for the purpose of this subsection
(c) shall be a majority or even-split in interest. (Del. Code Ann., tit. 8, ~
217(b))

               (b) Persons holding stock in a fiduciary capacity shall be
entitled to vote the shares so held. Persons whose stock is pledged shall be
entitled to vote, unless in the transfer by the pledgor on the books of the
corporation he has expressly empowered the pledgee to vote thereon, in which
case only the pledgee, or his proxy! may represent such stock and vote thereon.
(Del. Code Ann., tit. 8, Section 217(a))

       SECTION 12. LIST OF STOCKHOLDERS. The Secretary shall prepare and make,
at least ten (10) days before every meeting of stockholders, a complete list of
the stockholders entitled to vote at said 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
specified, at the place where the meeting is to be held. The list shall be
produced and kept at the time and place of meeting during the whole time
thereof, and may be inspected by any stockholder who is present. (Del. Code
Ann., tit. 8, Section 219(a))

SECTION 13. ACTION WITHOUT MEETING.

                                       4
<PAGE>   9

               (a) Any action required by statute to be taken at any annual or
special meeting of the stockholders, or any action which may be taken at any
annual or special meeting of the 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, are 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.

               (b) Every written consent shall bear the date of signature of
each stockholder who signs the consent, and no written consent shall be
effective to take the corporate action referred to therein unless, within sixty
(60) days of the earliest dated consent delivered to the Corporation in the
manner herein required, written consents signed by a sufficient number of
stockholders to take action are delivered to the corporation by delivery to its
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. (Del. Code Ann., tit. 8, Section 22S)

               (c) Prompt notice of the taking of the corporate action without a
meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing. If the action which is consented
to is such as would have required the filing of a certificate under any section
of the General corporation Law of Delaware if such action had been voted on by
stockholders at a meeting thereof, then the certificate filed under such section
shall state, in lieu of any statement required by such section concerning any
vote of stockholders, that written notice and written consent have been given as
provided in Section 228 of the General Corporation Law of Delaware.

        SECTION 14. ORGANIZATION.

               (a) At every meeting of stockholders, the Chairman of the Board
of Directors, or, if a Chairman has not been appointed or is absent, the
President, or, if the President is absent the most senior Vice President
present, or in the absence of any such officer, a chairman of the meeting chosen
by a majority in interest of the stockholders entitled to vote, present in
person or by proxy, shall act as chairman. The Secretary, or, in his absence, an
Assistant Secretary directed to do so by the President, shall act as secretary
of the meeting.

               (b) The Board of Directors of the corporation shall be entitled
to make such rules or regulations for the conduct of meetings of stockholders as
it shall deem necessary, appropriate or convenient. Subject to such rules and
regulations of the Board of Directors, if any, the chairman of the meeting shall
have the right and authority to prescribe such rules, regulations and procedures
and to do all such acts as, in the judgment of such chairman, are necessary,
appropriate or convenient for the proper conduct of the meeting, including,
without limitation, establishing an agenda or order of business for the meeting,
rules and procedures for maintaining order at the meeting and the safety of
those present, limitations on participation in such meeting to stockholders of
record of the corporation and their duly authorized and constituted proxies, 



                                       5
<PAGE>   10

and such other persons as the chairman shall permit, restrictions on entry to
the meeting after the time fixed for the commencement thereof, limitations on
the time allotted to questions or comments by participants and regulation of the
opening and closing of the polls for balloting on matters which are to be voted
on by ballot. Unless, and to the extent determined by the Board of Directors or
the chairman of the meeting, meetings of stockholders shall not be required to
be held in accordance with rules of parliamentary procedure.

                                   ARTICLE IV

                                    DIRECTORS

        SECTION 15. NUMBER AND TERM OF OFFICE. The authorized number of
directors of the corporation shall be three (3), or as may be amended from time
to time by approval of the Board of Directors. Directors need not be
stockholders unless so required by the Certificate of Incorporation. (Del. Code
Ann., tit. 8, Sections 141(b), 211(b), (c))

        SECTION 16. POWERS. The powers of the corporation shall be exercised,
its business conducted and its property controlled by the Board of Directors,
except as may be otherwise provided by statute or by the Certificate of
Incorporation. (Del. Code Ann., tit. 8, Section 141(a))

        SECTION 17. VACANCIES. Unless otherwise provided in the Certificate of
Incorporation, vacancies and newly created directorships resulting from any
increase in the authorized number of Directors may be filled by a majority of
the Directors then in office, although less than a quorum, or by a sole
remaining Director, and each Director so elected shall hold office for the
unexpired portion of the term of the Director whose place shall be vacant and
until his successor shall have been duly elected and qualified. A vacancy in the
Board of Directors shall be deemed to exist under this Section 17 in the case of
the death, removal or resignation of any Director, or if the stockholders fail
at any meeting of stockholders at which Directors are to be elected (including
any meeting referred to in Section 19 below) to elect the number of Directors
then constituting the whole Board of Directors. (Del. Code Ann., tit. 8, Section
223(a), (b))

        SECTION 18. RESIGNATION. Any Director may resign at any time by
delivering his written resignation to the Secretary, such resignation to specify
whether it will be effective at a particular time, upon receipt by the Secretary
or at the pleasure of the Board of Directors. If no such specification is made,
it shall be deemed effective at the pleasure of the Board of Directors. When one
or more Directors shall resign from the Board of Directors, effective at a
future date, a majority of the Directors then in office, including those who
have so resigned, shall have power to fill such vacancy or vacancies, the vote
thereon to take effect when such resignation or resignations shall become
effective, and each Director so chosen shall hold office for the unexpired
portion of the term of the Director whose place shall be vacated and until his
successor shall have been duly elected and qualified. (Del. Code Ann., tit. 8,
Sections 141(b), 223(d))

        SECTION 19. REMOVAL. At a special meeting of stockholders called for the
purpose in the manner hereinabove provided, subject to any limitations imposed
by law or the Certificate of Incorporation, the Board of Directors, or any
individual Director, may be removed from office. 


                                       6
<PAGE>   11

with or without cause, and a new Director or Directors elected by a vote of
stockholders holding a majority of the outstanding shares entitled to vote at an
election of Directors. (Del. Code Ann., tit. 8, Section 141(k))

        SECTION 20. MEETINGS.

               (a) ANNUAL MEETINGS. The annual meeting of the Board of Directors
shall be held immediately after the annual meeting of stockholders and at the
place where such meeting is held. No notice of an annual meeting of the Board of
Directors shall be necessary and such meeting shall be held for the purpose of
electing officers and transacting such other business as may lawfully come
before it.

               (b) REGULAR MEETINGS. Except as hereinafter otherwise provided,
regular meetings of the Board of Directors shall be held in the office of the
corporation required to be maintained pursuant to Section 2 hereof. Unless
otherwise restricted by the Certificate of Incorporation, regular meetings of
the Board of Directors may also be held at any place within or without the State
of Delaware which has been determined by the Board of Directors. (Del. Code
Ann., tit. 8, Section 141 (g))

               (c) SPECIAL MEETINGS. Unless otherwise restricted by the
Certificate of Incorporation, special meetings of the Board of Directors may be
held at any time and place within or without the State of Delaware whenever
called by the President or a majority of the Directors. (Del. Code Ann., tit. 8,
Section 141(g))

               (d) TELEPHONE MEETINGS. Any member of the Board of Directors, or
of any committee thereof, may participate in a meeting by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and participation in a meeting
by such means shall constitute presence in person at such meeting. (Del. Code
Ann., tit. 8, Section 141(i))

               (e) NOTICE OF MEETINGS. Written notice of the time and place of
all special meetings of the Board of Directors shall be given at least one (1)
day before the date of the meeting. Notice of any meeting may be waived in
writing at any time before or after the meeting and will be waived by any
Director by attendance thereat, except when the Director attends the meeting 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. (Del. Code Ann. tit. 8, Section 229)

               (f) WAIVER OF NOTICE. The transaction of all business at any
meeting of the Board of Directors, or any committee thereof, however called or
noticed, or wherever held, shall be as valid as though had at a meeting duly
held after regular call and notice, if a quorum be present and if, either before
or after the meeting, each of the Directors not present shall sign a written
waiver of notice, or a consent to holding such meeting, or an approval of the
minutes thereof. All such waivers, consents or approvals shall be filed with the
corporate records or made a part of the minutes of the meeting. (Del. Code AM.,
tit. 8, Section 229)

                                       7
<PAGE>   12

        SECTION 21. QUORUM AND VOTING.

               (a) Unless the Certificate of Incorporation requires a greater
number and except with respect to indemnification questions arising under
Section 42 hereof, for which a quorum shall be one-third of the exact number of
Directors fixed from time to time in accordance with Section 15 hereof, but not
less than one (1), a quorum of the Board of Directors shall consist of a
majority of the exact number of Directors fixed from time to time in accordance
with Section 15 of these Bylaws, but not less than one (1); provided, however,
at any meeting whether a quorum be present or otherwise, a majority of the
Directors present may adjourn from time to time until the time fixed for the
next regular meeting of the Board of Directors, without notice other than by
announcement at the meeting. (Del. Code Ann., tit. 8, Section 141(b))

               (b) At each meeting of the Board of Directors at which a quorum
is present all questions and business shall be determined by a vote of a
majority of the Directors present, unless a different vote be required by law,
the Certificate of Incorporation or these BYLAWS. (Del. Code Ann., tit. 8,
Section 141(b))

        SECTION 22. ACTION WITHOUT MEETING. Unless otherwise restricted by the
Certificate of Incorporation or these Bylaws, 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 of Directors or
committee, as the case may be, consent thereto in writing, and such writing or
writings are filed with the minutes of proceedings of the Board of Directors or
committee. (Del. Code Ann., tit. 8, Section 141(f))

        SECTION 23. FEES AND COMPENSATION. Directors shall be entitled to such
compensation for their services as may be approved by the Board of Directors,
including, if so approved, by resolution of the Board of Directors, a fixed sum
and expenses of attendance, if any, for attendance at each regular or special
meeting of the Board of Directors and at any meeting of a committee of the Board
of Directors. Nothing herein contained shall be construed to preclude any
Director from serving the corporation in any other capacity as an officer,
agent, employee, or otherwise and receiving compensation therefor. (Del. Code
Ann., tit. 8, Section 141(h))

        SECTION 24. COMMITTEES.

               (a) EXECUTIVE COMMITTEE. The Board of Directors may by resolution
passed by a majority of the whole Board of Directors, appoint an Executive
Committee to consist of one ( 1) or more members of the Board of Directors. The
Executive Committee, to the extent permitted by law and specifically granted by
the Board of Directors, shall have and may exercise when the Board of Directors
is not in session all powers of the Board of Directors in the management of the
business and affairs of the corporation, including, without limitation, the
power and authority to declare a dividend or to authorize the issuance of stock,
except such committee shall not have the power or authority to amend the
Certificate of Incorporation, to adopt an agreement of merger or consolidation,
to recommend to the stockholders the sale, lease or exchange of all or
substantially all of the corporation's property and assets, to recommend to the
stockholders of the 


                                       8
<PAGE>   13

corporation a dissolution of the corporation or a revocation of a dissolution or
to amend these Bylaws. (Del. Code Ann., tit. 8, Section 141(c))

               (b) OTHER COMMITTEES. The Board of Directors may, by resolution
passed by a majority of the whole Board of Directors, from time to time appoint
such other committees as may be permitted by law. Such other committees
appointed by the Board of Directors shall consist of one (1) or more members of
the Board of Directors, and shall have such powers and perform such duties as
may be prescribed by the resolution or resolutions creating such committees, but
in no event shall such committee have the powers denied to the Executive
Committee in these Bylaws. (Del. Code Ann., tit. 8, Section 141(c))

               (c) TERM. The members of all committees of the Board of Directors
shall serve a term coexistent with that of the Board of Directors which shall
have appointed such committee. The Board of Directors, subject to the provisions
of subsections (a) or (b) of this Section 24, may at any time increase or
decrease the number of members of a committee or terminate the existence of a
committee. The membership of a committee member shall terminate on the date of
his death or voluntary resignation from the committee or from the Board of
Directors. The Board of Directors may at any time for any reason remove any
individual committee member and the Board of Directors may fill any committee
vacancy created by death, resignation, removal or increase in the number of
members of the committee. 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, and, in addition, in the
absence or disqualification of any member of a committee, the member or members
thereof present at any meeting and not disqualified from voting, whether or not
he or they constitute a quorum, may unanimously appoint another member of the
Board of Directors to act at the meeting in the place of any such absent or
disqualified member. (Del. Code Ann., tit. 8 Section 141(c))

               (d) MEETINGS. Unless the Board of Directors shall otherwise
provide, regular meetings of the Executive Committee or any other committee
appointed pursuant to this Section 24 shall be held at such times and places as
are determined by the Board of Directors, or by any such committee, and when
notice thereof has been given to each member of such committee, no further
notice of such regular meetings need be given thereafter. Special meetings of
any such committee may be held at any place which has been determined from time
to time by such committee, and may be called by any Director who is a member of
such committee, upon written notice to the members of such committee of the time
and place of such special meeting given in the manner provided for the giving of
written notice to members of the Board of Directors of the time and place of
special meetings of the Board of Directors. Notice of any special meeting of any
committee may be waived in writing at any time before or after the meeting and
will be waived by any Director by attendance thereat, except when the Director
attends such special meeting 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. A majority of the authorized number of
members of any such committee shall constitute a quorum for the transaction of
business, and the act of a majority of those present at any meeting at which a
quorum is present shall be the act of such committee. (Del. Code Ann., tit. 8,
Sections 141(c), 229)

                                       9
<PAGE>   14

       SECTION 25. ORGANIZATION. At every meeting of the Directors, the Chairman
of the Board of Directors, or, if a Chairman has not been appointed or is
absent, the President, or if the President is absent, the most senior Vice
President, or, in the absence of any such officer, a chairman of the meeting
chosen by a majority of the Directors present, shall preside over the meeting.
The Secretary, or in his absence, an Assistant Secretary directed to do so by
the President, shall act as secretary of the meeting.

                                    ARTICLE V

                                    OFFICERS

       SECTION 26. OFFICERS DESIGNATED. The officers of the corporation shall be
the Chairman of the Board of Directors, the President, one or more Vice
Presidents, the Secretary and the Chief Financial Officer or Treasurer, all of
whom shall be elected at the annual organizational meeting of the Board of
Directors. The order of the seniority of the Vice Presidents shall be in the
order of their nomination, unless otherwise determined by the Board of
Directors. The Board of Directors may also appoint one or more Assistant
Secretaries, Assistant Treasurers, and such other officers and agents with such
powers and duties as it shall deem necessary. The Board of Directors may assign
such additional titles to one or more of the officers as it shall deem
appropriate. Any one person may hold any number of offices of the corporation at
any one time unless specifically prohibited therefrom by law. The salaries and
other compensation of the officers of the corporation shall be fixed by or in
the manner designated by the Board of Directors. (Del. Code Ann., tit. 8,
Sections 122(5), 142(a), (b))

        SECTION 27. TENURE AND DUTIES OF OFFICERS.

               (a) GENERAL. All officers shall hold office at the pleasure of
the Board of Directors and until their successors shall have been duly elected
and qualified, unless sooner removed. Any officer elected or appointed by the
Board of Directors may be removed at any time by the Board of Directors. If the
office of any officer becomes vacant for any reason, the vacancy may be filled
by the Board of Directors. (Del. Code Ann., tit. 8, Section 141(b), (e))

               (b) DUTIES OF CHAIRMAN OF THE BOARD OF DIRECTORS. The Chairman of
the Board of Directors, when present, shall preside at all meetings of the
stockholders and the Board of Directors. The Chairman of the Board of Directors
shall perform other duties commonly incident to his office and shall also
perform such other duties and have such other powers as the Board of Directors
shall designate from time to time. If there is no President, then the Chairman
of the Board of Directors shall also serve as the Chief Executive Officer of the
corporation and shall have the powers and duties prescribed in paragraph (c) of
this Section 27. (Del. Code Ann., tit. 8, Section 142(a))

               (c) DUTIES OF PRESIDENT. The President shall preside at all
meetings of the stockholders and at all meetings of the Board of Directors,
unless the Chairman of the Board of Directors has been appointed and is present.
The President shall be the Chief Executive Officer of the corporation and shall,
subject to the control of the Board of Directors, have general 


                                       10
<PAGE>   15

supervision, direction and control of the business and officers of the
corporation. The President shall perform other duties commonly incident to his
office and shall also perform such other duties and have such other powers as
the Board of Directors shall designate from time to time. (Del. Code Ann., tit.
8, Section 142(a))

               (d) DUTIES OF VICE PRESIDENTS. The Vice Presidents, in the order
of their seniority, may assume and perform the duties of the President in the
absence or disability of the President or whenever the office of President is
vacant. The Vice Presidents shall perform other duties commonly incident to
their office and shall also perform such other duties and have such other powers
as the Board of Directors or the President shall designate from time to time.
(Del. Code Ann., tit. 8, Section 142(a))

               (e) DUTIES OF SECRETARY. The Secretary shall attend all meetings
of the stockholders and of the Board of Directors, and shall record all acts and
proceedings thereof in the minute book of the corporation. The Secretary shall
give notice in conformity with these Bylaws of all meetings of the stockholders,
and of all meetings of the Board of Directors and any committee thereof
requiring notice. The Secretary shall perform all other duties given him in
these Bylaws and other duties commonly incident to his office and shall also
perform such other duties and have such other powers as the Board of Directors
shall designate from time to time. The President may direct any Assistant
Secretary to assume and perform the duties of the Secretary in the absence or
disability of the Secretary, and each Assistant Secretary shall perform other
duties commonly incident to his office and shall also perform such other duties
and have such other powers as the Board of Directors or the President shall
designate from time to time. (Del. Code Ann., tit. 8, Section 142(a))

               (f) DUTIES OF CHIEF FINANCIAL OFFICER OR TREASURER. The Chief
Financial Officer or Treasurer shall keep or cause to be kept the books of
account of the corporation in a thorough and proper manner, and shall render
statements of the financial affairs of the corporation in such form and as often
as required by the Board of Directors or the President. The Chief Financial
Officer or Treasurer, subject to the order of the Board of Directors, shall have
the custody of all funds and securities of the corporation. The Chief Financial
Officer or Treasurer shall perform other duties commonly incident to his office
and shall also perform such other duties and have such other powers as the Board
of Directors or the President shall designate from time to time. The President
may direct any Assistant Treasurer to assume and perform the duties of the Chief
Financial Officer or Treasurer in the absence or disability of the Chief
Financial Officer or Treasurer, and each Assistant Treasurer shall perform other
duties commonly incident to his office and shall also perform such other duties
and have such other powers as the Board of Directors or the President shall
designate from time to time. (Del. Code Ann., tit. 8, Section 142(a))

        SECTION 28. DELEGATION OF AUTHORITY. The Board of Directors may from
time to time delegate the powers or dudes of any officer to any other officer or
agent, notwithstanding any provision hereof.

        SECTION 29. RESIGNATIONS. Any officer may resign at any time by giving
written notice to the Board of Directors or to the President or to the
Secretary. Any such resignation shall be 


                                       11
<PAGE>   16

effective when received by the person or persons to whom such notice is given,
unless a later time is specified therein, in which event the resignation shall
become effective at such later time. Unless otherwise specified in such notice,
the acceptance of any such resignation shall not be necessary to make it
effective. Any resignation shall be without prejudice to the rights, if any, of
the corporation under any contract with the resigning officer. (Del. Code Ann.,
tit. 8, Section 142(b))

        SECTION 30. REMOVAL. Any officer may be removed from office at any time,
either with or without cause, by the vote or written consent of a majority of
the Directors in office at the time, or by any committee or superior officers
upon whom such power of removal may have been conferred by the Board of
Directors.


                                   ARTICLE VI

                     EXECUTION OF CORPORATE INSTRUMENTS AND
                  VOTING OF SECURITIES OWNED BY THE CORPORATION

        SECTION 31. EXECUTION OF CORPORATE INSTRUMENTS. The Board of Directors
may, in its discretion, determine the method and designate the signatory officer
or officers, or other person or persons, to execute on behalf of the corporation
any corporate instrument or document, or to sign on behalf of the corporation
the corporate name without limitation, or to enter into contracts on behalf of
the corporation, except where otherwise provided by law or these Bylaws, and
such execution or signature shall be binding upon the corporation.
(Del. Code Ann., tit. 8, Sections 103(a), 142(a), 158)

        Unless otherwise specifically determined by the Board of Directors or
otherwise required by law. promissory notes, deeds of trust, mortgages and other
evidences of indebtedness of the corporation, and other corporate instruments or
documents requiring the corporate seal, and certificates of shares of stock
owned by the corporation, shall be executed, signed or endorsed by the Chairman
of the Board of Directors, or the President or any Vice President, and by the
Secretary or Chief Financial Officer or Treasurer or any Assistant Secretary or
Assistant Treasurer. All other instruments and documents requiring the corporate
signature, but not requiring the corporate seal, may be executed as aforesaid or
in such other manner as may be directed by the Board of Directors. (Del. Code
Ann., tit. 8, Sections 103(a), 142(a), 158)

        All checks and drafts drawn on banks or other depositaries on funds to
the credit of the corporation or in special accounts of the corporation shall be
signed by such person or persons as the Board of Directors shall authorize so to
do.

        Unless 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. (Del. Code
AM., tit. 8, Sections 103(a), 142(a), 158)



                                       12
<PAGE>   17

        SECTION 32. VOTING OF SECURITIES OWNED BY THE CORPORATION. All stock and
other securities of other corporations owned or held by the corporation for
itself, or for other parties in any capacity, shall be voted, and all proxies
with respect thereto shall be executed, by thc person authorized so to do by
resolution of the Board of Directors, or, in the absence of such authorization,
by the Chairman of the Board of Directors, the President, or any Vice President.
(Del. Code AM., tit. 8, Section 123)


                                   ARTICLE VII

                                 SHARES OF STOCK

        SECTION 33. FORM AND EXECUTION OF CERTIFICATES. Certificates for the
shares of stock of the corporation shall be in such form as is consistent with
the Certificate of Incorporation and applicable law. 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 Chairman of the Board of Directors, or the President
or any Vice President and by the Treasurer or Assistant Treasurer or the
Secretary or Assistant Secretary, certifying the number of shares owned by him
in the corporation. Where such certificate is countersigned by a transfer agent
other than the corporation or its employee, or by a registrar other than the
corporation or its employee, any other signature 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 shall have ceased
to be such officer, transfer agent, or registrar before such certificate is
issued, it may be issued with the same effect as if he were such officer,
transfer agent, or registrar at the date of issue. Each certificate shall state
upon the face or back thereof, in full or in summary, all of the designations,
preferences, limitations, restrictions on transfer and relative rights of the
shares authorized to be issued. (Del. Code Ann., tit. 8, Section 158)

        SECTION 34. LOST CERTIFICATES. A new certificate or certificates shall
be issued in place of any certificate or certificates theretofore 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. The corporation may require, as a condition
precedent to the issuance of a new certificate or certificates, the owner of
such lost, stolen, or destroyed certificate or certificates, or his legal
representative, to advertise the same in such manner as it shall require or to
give the corporation a surety bond in such form and amount as it may direct as
indemnity against any claim that may be made against the corporation with
respect to the certificate alleged to have been lost, stolen, or destroyed.
(Del. Code Ann., tit. 8, Section 167)

        SECTION 35. TRANSFERS.

               (a) Transfers of record of shares of stock of the corporation
shall be made only upon its books by the holders thereof, in person or by
attorney duly authorized, and upon the surrender of a properly endorsed
certificate or certificates for a like number of shares. (Del. Code Ann., tit.
8, Section 201, tit. 6, Section 8 401(1))

                                       13
<PAGE>   18

               (b) The corporation shall have power to enter into and perform
any agreement with any number of stockholders of any one or more classes of
stock of the corporation to restrict the transfer of shares of stock of the
corporation of any one or more classes owned by such stockholders in any manner
not prohibited by the General Corporation Law of Delaware. (Del. Code Ann., tit.
8, Section 160 (a))

        SECTION 36.  FIXING RECORD DATES.

               (a) 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, in advance, 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 at the close of business on the day next preceding the
day on which notice is given, or if notice is waived, at the close of business
on the day next preceding the day on which the meeting is held. 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; provided, however.
that the Board of Directors may fix a new record date for the adjourned meeting.

               (b) In order that the Corporation may determine the stockholders
entitled to consent to corporate action in writing without a meeting, the Board
of Directors may fix, in advance, 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 date shall not be more than ten (10) days
after the date upon which the resolution fixing the record date is adopted by
the Board of Directors. If no record date has been fixed by the Board of
Directors, the record date for determining stockholders entitled to consent to
corporate action in writing without a meeting, when no prior action by the Board
of Directors is required by law, shall be the first date on which a signed
written consent setting forth the action taken or proposed to be taken is
delivered to the Corporation by delivery to its 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.
If no record date has been fixed by the Board of Directors and prior action by
the Board of Directors is required by law, the record date for determining
stockholders entitled to consent to corporate action in writing without a
meeting shall be at the close of business on the day on which the Board of
Directors adopts the resolution taking such prior action.

               (c) In order that the corporation may determine 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
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 such action. If no


                                       14
<PAGE>   19

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. (Del. Code Ann., tit. 8,
Section 213)

        SECTION 37. REGISTERED STOCKHOLDERS. The corporation shall be entitled
to recognize the exclusive right of a person registered on its books as the
owner of shares to receive dividends, and to vote as such owner, and shall not
be bound to recognize any equitable or other claim to or interest in such share
or shares on the part of any other person whether or not it shall have express
or other notice thereof, except as otherwise provided by the laws of Delaware.
(Del. Code Ann., tit. 8, Sections 213(a), 219)


                                  ARTICLE VIII

                       OTHER SECURITIES OF THE CORPORATION

       SECTION 38. EXECUTION OF OTHER SECURITIES. All bonds, debentures and
other corporate securities of the corporation, other than stock certificates
(covered in Section 33), may be signed by the Chairman of the Board of
Directors, the President or any Vice President, or such other person as may be
authorized by the Board of Directors, and the corporate seal impressed thereon
or a facsimile of such seal imprinted thereon and attested by the signature of
the Secretary or an Assistant Secretary, or the Chief Financial Officer or
Treasurer or an Assistant Treasurer; provided, however, that where any such
bond, debenture or other corporate security shall be authenticated by the manual
signature of a trustee under an indenture pursuant to which such bond debenture
or other corporate security shall be issued, the signatures of the persons
signing and attesting the corporate seal on such bond, debenture or other
corporate security may be the imprinted facsimile of the signatures of such
persons. Interest coupons appertaining to any such bond debenture or other
corporate security, authenticated by a trustee as aforesaid, shall be signed by
the Treasurer or an Assistant Treasurer of the corporation or such other person
as may be authorized by the Board of Directors, or bear imprinted thereon the
facsimile signature of such person. In case any officer who shall have signed or
attested any bond, debenture or other corporate security, or whose facsimile
signature shall appear thereon or on any such interest coupon. shall have ceased
to be such officer before the bond, debenture or other corporate security so
signed or attested shall have been delivered, such bond, debenture or other
corporate security nevertheless may be adopted by the corporation and issued and
delivered as though the person who signed the same or whose facsimile signature
shall have been used thereon had not ceased to be such officer of the
corporation.

                                   ARTICLE IX

                                    DIVIDENDS

        SECTION 39. DECLARATION OF 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 pursuant to law
at any regular or special meeting. Dividends may be 


                                       15
<PAGE>   20

paid in cash, in property, or in shares of the capital stock, subject to the
provisions of the Certificate of Incorporation. (Del. Code Ann., tit. 8,
Sections 170, 173)

        SECTION 40. DIVIDEND RESERVE. 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 Board of 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 for such other purpose as the Board of Directors shall think
conducive to the interests of the corporation, and the Board of Directors may
modify or abolish any such reserve in the manner in which it was created. (Del.
Code AM., tit. 8, Section 171)


                                    ARTICLE X

                                   FISCAL YEAR

        SECTION 41. FISCAL YEAR. The fiscal year of the corporation shall be
fixed by resolution of the Board of Directors.


                                   ARTICLE XI

                                 INDEMNIFICATION

SECTION 42. INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS.

               (a) DIRECTORS AND EXECUTIVE OFFICERS. The corporation shall
indemnify its Directors and executive officers to the fullest extent not
prohibited by the Delaware General Corporation Law; provided, however, that the
corporation may limit the extent of such indemnification by individual contracts
with its Directors and executive officers; and, provided, further, that the
corporation shall not be required to indemnify any Director or executive officer
in connection with any proceeding (or part thereof) initiated by such person or
any proceeding by such person against the corporation or its Directors,
officers, employees or other agents unless (i) such indemnification is expressly
required to be made by law, (ii) the proceeding was authorized by the Board of
Directors of the corporation or (iii) such indemnification is provided by the
corporation, in its sole discretion, pursuant to the powers vested in the
corporation under the Delaware General Corporation Law.

               (b) OTHER OFFICERS, EMPLOYEES AND OTHER AGENTS. THE CORPORATION
SHALL have power to indemnify its other officers, employees and other agents as
set forth in the Delaware General Corporation Law.

               (c) GOOD FAITH.

                                       16
<PAGE>   21

                        (1) For purposes of any determination under this Bylaw,
a Director or executive officer shall be deemed to have acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal action or proceeding, to
have had no reasonable cause to believe that his conduct was unlawful, if his
action is based on information, opinions, reports and statements, including
financial statements and other financial data, in each case prepared or
presented by:

                        (i) one or more officers or employees of the corporation
whom the Director or executive officer believed to be reliable and competent in
the matters presented;

                        (ii) counsel, independent accountants or other persons
as to matters which the Director or executive officer believed to be within such
person's professional competence; and

                        (iii) with respect to a Director, a committee of the
Board upon which such Director does not serve, as to matters within such
Committee's designated authority, which committee the Director believes to merit
confidence; so long as, in each case, the Director or executive officer acts
without knowledge that would cause such reliance to be unwarranted.

                      (2) The termination of any proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its equivalent shall
not, of itself, create a presumption that the person did not act in good faith
and in a manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal proceeding, that
he had reasonable cause to believe that his conduct was unlawful.

                      (3) The provisions of this paragraph (c) shall not be
deemed to be exclusive or to limit in any way the circumstances in which a
person may be deemed to have met the applicable standard of conduct set forth by
the Delaware General Corporation Law.

               (d) EXPENSES. The corporation shall advance, prior to the final
disposition of any proceeding, promptly following request therefor, all expenses
incurred by any Director or executive officer in connection with such proceeding
upon receipt of an undertaking by or on behalf of such person to repay said
amounts if it should be determined ultimately that such person is not entitled
to be indemnified under this Bylaw or otherwise.

        Notwithstanding the foregoing, unless otherwise determined pursuant to
paragraph (e) of this Bylaw, no advance shall be made by the corporation if a
determination is reasonably and promptly made (1) by the Board of Directors by a
majority vote of a quorum consisting of Directors who were not parties to the
proceeding, or (2) if such quorum is not obtainable, or, even if obtainable, a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion, that the facts known to the decision making party at the time
such determination is made demonstrate clearly and convincingly that such person
acted in bad faith or in a manna that such person did not believe to be in or
not opposed to the best interests of the corporation.

                                       17
<PAGE>   22

               (e) ENFORCEMENT. Without the necessity of entering into an
express contract all rights to indemnification and advances to Directors and
executive officers under this Bylaw shall be deemed to be contractual rights and
be effective to the same extent and as if provided for in a contract between the
corporation and the Director or executive officer. Any right to indemnification
or advances granted by this Bylaw to a Director or executive officer shall be
enforceable by or on behalf of the person holding such right in any court of
competent jurisdiction if (i) the claim for indemnification or advances is
denied, in whole or in part, or (ii) no disposition of such claim is made within
ninety (90) days of request therefor. The claimant in such enforcement action,
if successful in whole or in part, shall be entitled to be paid also the expense
of prosecuting his claim. The corporation shall be entitled to raise as a
defense to any such action that the claimant has not met the standards of
conduct that make it permissible under the Delaware General Corporation Law for
the corporation to indemnify the claimant for the amount claimed. 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 has met the applicable standard of conduct set
forth in the Delaware General Corporation Law, 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 claimant
has not met the applicable standard of conduct.

               (f) 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 Delaware General Corporation Law.

               (g) SURNYA1 OF RIGHTS. The rights conferred on any person by this
Bylaw shall continue as to a person who has ceased to be a Director, officer,
employee or other agent and shall inure to the benefit of the heirs, executors
and administrators of such a person.

               (h) INSURANCE. To the fullest extent permitted by the Delaware
General Corporation Law, the corporation, upon approval by the Board of
Directors, may purchase insurance on behalf of any person required or permitted
to be indemnified pursuant to this Bylaw

               (i) 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.

               (j) SAVING CLAUSE. If this Bylaw or any portion hereof shall be
invalid on any ground by any court of competent jurisdiction, then the
corporation shall nevertheless indemnify 


                                       18
<PAGE>   23

each Director and executive officer to the full extent not prohibited by any
applicable portion of this Bylaw that shall not have been invalidated, or by any
other applicable law.

               (k) CERTAIN DEFINITIONS. For the purposes of this Bylaw, the
following definitions shall apply:

                      (1) The term "PROCEEDING"  shall be broadly construed and 
shall include, without limitation, the investigation, preparation, prosecution,
defense, settlement, arbitration and appeal of, and the giving of testimony in,
any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative.

                      (2) The term "EXPENSES" shall be broadly construed and
shall include, without limitation, court costs, attorneys' fees, witness fees,
fines, amounts paid in settlement or judgment and any other costs and expenses
of any nature or kind incurred in connection with any proceeding.

                      (3) The term 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
the provisions of this Bylaw with respect to the resulting or surviving
corporation as he would have with respect to such constituent corporation if its
separate existence had continued.

                      (4) References to a "DIRECTOR," "OFFICER," "EMPLOYEE," OR
"AGENT" of the corporation shall include, without limitation, situations where
such person is serving at the request of the corporation as a director, officer,
employee, trustee or agent of another corporation, partnership, joint venture,
trust or other enterprise.

                      (5) References to "OTHER ENTERPRISES" shall include
employee benefit plans; references to "fines" shall include any excise taxes
assessed on a person with respect to an employee benefit plain; and references
to "SERVING AT THE REQUEST OF THE CORPORATION" shall include any service as a
director, officer, employee or agent of the corporation which imposes duties on,
or involves services by, such director, officer, employee, or agent with respect
to an employee benefit plan, its participants, or beneficiaries; and a person
who acted in good faith and in a manner he reasonably believed to be in the
interest of the participants and beneficiaries of an employee benefit plan shall
be deemed to have acted in a manner "NOT OPPOSED TO THE BEST INTERESTS OF THE
CORPORATION" as referred to in this Bylaw.

                                   ARTICLE XII

                                       19
<PAGE>   24

                                     NOTICES
        SECTION 43. NOTICES.

               (a) NOTICE TO STOCKHOLDERS. Whenever, under any provisions of
these Bylaws, notice is required to be given to any stockholder, it shall be
given in writing, timely and duly deposited in the United States mail, postage
prepaid, and addressed to his last known post office address as shown by the
stock record of the corporation or its transfer agent.
(Del. Code Ann., tit. 8, Section 222)

               (b) NOTICE TO DIRECTORS. Any notice required to be given to any
Director may be given by the method stated in subsection (a), or by facsimile,
telex or telegram, except that such notice other than one which is delivered
personally shall be sent to such address as such Director shall have filed in
writing with the Secretary, or, in the absence of such filing, to the last known
post office address of such Director.

               (c) ADDRESS UNKNOWN. If no address of a stockholder or Director
be known, notice may be sent to the office of the corporation required to be
maintained pursuant to Section 2 hereof.

               (d) AFFIDAVIT OF MAILING. An affidavit of mailing, executed by a
duly authorized and competent employee of the corporation or its transfer agent
appointed with respect to the class of stock affected, specifying the name and
address or the names and addresses of the stockholder or stockholders, or
Director or Directors, to whom any such notice or notices was or were given, and
the time and method of giving the same, shall be conclusive evidence of the
statements therein contained. (Del. Code Ann., tit. 8, Section 222)

               (e) TIME NOTICES DEEMED GIVEN. All notices given by mail, as
above provided, shall be deemed to have been given as at the time of mailing and
all notices given by facsimile, telex or telegram shall be deemed to have been
given as of the sending time recorded at time of transmission.

               (f) METHODS OF NOTICE. It shall not be necessary that the same
method of giving notice be employed in respect of all Directors, but one
permissible method may be employed in respect of any one or more, and any other
permissible method or methods may be employed in respect of any other or others.

               (g) FAILURE TO RECEIVE NOTICE. The period or limitation of time
within which any stockholder may exercise any option or right, or enjoy any
privilege or benefit, or be required to act, or within which any Director may
exercise any power or right, or enjoy any privilege, pursuant to any notice sent
him in the manner above provided, shall not be affected or extended in any
manner by the failure of such stockholder or such Director to receive such
notice.

                                       20
<PAGE>   25

               (h) NOTICE TO PERSON WITH WHOM COMMUNICATION IS UNLAWFUL.
Whenever notice is required to be given, under any provision of law or of the
Certificate of Incorporation or Bylaws of the corporation, to any person with
whom communication is unlawful, the giving' of such notice to such person shall
not be required and there shall be no duty to apply to any governmental
authority or agency for a license or permit to give such notice to such person.
Any action or meeting which shall be taken or held without notice to any such
person with whom communication is unlawful shall have the same force and effect
as if such notice had been duly given. In the event that the action taken by the
corporation is such as to require the filing of a certificate under any
provision of the Delaware General Corporation Law, the certificate shall state,
if such is the fact and if notice is required, that notice was given to all
persons entitled to receive notice except such persons with whom communication
is unlawful.

               (i) NOTICE TO PERSON WITH UNDELIVERABLE ADDRESS. Whenever notice
is required to be given, under any provision of law or the Certificate of
Incorporation or Bylaws of the corporation, to any stockholder to whom (i)
notice of two consecutive annual meetings, and all notices of meetings or of the
taking of action by written consent without a meeting to such person during the
period between such two consecutive annual meetings, or (ii) all, and at least
two, payments (if sent by first class mail) of dividends or interest on
securities during a twelve month period, have been mailed addressed to such
person at his address as shown on the records of the Corporation and have been
returned undeliverable, the giving of such notice to such person shall not be
required. Any action or meeting which shall be taken or held without notice to
such person shall have the same force and effect as if such notice had been duly
given. If any such person shall deliver to the corporation a written notice
setting forth his then current address, the requirement that notice be given to
such person shall be reinstated. In the event that the action taken by the
corporation is such as to require the filing of a certificate under any
provision of the Delaware General Corporation Law, the certificate need not
state that notice was not given to persons to whom notice was not required to be
given pursuant to this paragraph. (Del. Code Ann, tit. 8, Section 230)


                                  ARTICLE XIII

                                   AMENDMENTS

       SECTION 44. AMENDMENTS. Except as otherwise set forth in paragraph (i) of
Section 42 of these Bylaws, these Bylaws may be amended or repealed and new
Bylaws adopted by the stockholders entitled to vote. The Board of Directors
shall also have the power, if such power is conferred upon the Board of
Directors by the Certificate of Incorporation, to adopt, amend or repeal Bylaws
(including, without limitation, the amendment of any Bylaw setting forth the
number of Directors who shall constitute the whole Board of Directors).
(Del. Code Ann., tit. 8, Sections 109(a), 122(6))


                                   ARTICLE XIV

                                       21
<PAGE>   26

                                LOANS TO OFFICERS

       SECTION 45. LOANS TO OFFICERS. 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 subsidiaries, including any officer or employee who
is a Director of the corporation or its subsidiaries, whenever, in the judgment
of the Board of Directors, such loan, guarantee or assistance may reasonably be
expected to benefit the corporation. The loan, guarantee 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 46 shall be deemed
to deny, limit or restrict the powers of guaranty or warranty of the corporation
at common law or under any statute. (Del. Code Ann., tit. 8, Section 143)

                                       22


<PAGE>   27
                          FIRST AMENDMENT TO BYLAWS OF
                            PACIFICARE HEALTH SYSTEMS


        This First Amendment (the "First Amendment"), effective as of February
27, 1997, to the Bylaws (the "Bylaws") of PacifiCare Health Systems, Inc., a
Delaware corporation (the "Company") has been adopted by the board of directors
of the Company (the "Board"), at a duly held meeting with reference to the
following facts:

        WHEREAS, Article II, Section 2 of the Company"s Bylaws currently
provides that the annual meeting of the stockholders shall be held each year on
the first Wednesday in March, if not a legal holiday, and if a legal holiday,
then on the next secular day following, at 10:00 a.m. or at such other date and
time as may be determined from time to time by resolution adopted by the Board
of Directors, when they shall elect by a plurality vote of the Board of
Directors, and transact such other business as may properly be brought before
the meeting. At each annual meeting Directors shall be elected and any other
proper business transacted;

        WHEREAS, the Board deems it to be advisable and in the best interest of
the Company to amend Article II Section 2 of the Bylaws to change the date of
the annual meeting of shareholders from the first Wednesday in March to the
first Wednesday in June beginning in 1998;

        WHEREAS, Section 109(a) of the Delaware General Corporation Law permits
the board of directors of a corporation to adopt, amend or repeal the bylaws of
such corporation if the certificate of incorporation confers such power on the
board of directors;

        WHEREAS, Article VIII of the Company's Amended and Restated Certificate
of Incorporation, as amended, and Article VII, Section 1, of the Bylaws permits
the Board to adopt, amend or repeal the Bylaws;

        RESOLVED, that the Board deems it advisable and in the best interests of
the Company that Article II, Section 2 of the Bylaws be amended and restated to
read in its entirety as follows (the "Amendment"):

        Section 2. Beginning in 1998, the annual meeting of the stockholders
        shall be held each year on the first Wednesday in June, if not a legal
        holiday, and if a legal holiday, then on the next secular day following,
        at 10:00 a.m. or at such other date and time as may be determined from
        time to time by resolution adopted by the Board of Directors, when they
        shall elect by a plurality vote of the Board of Directors, and transact
        such other business as may properly be brought before the meeting. At
        each annual meeting Directors shall be elected and any other proper
        business transacted

        RESOLVED, that the Bylaws shall not be further amended and that the
Bylaws, as hereby amended, shall remain in full force and effect and shall be
enforced in accordance with their terms, as amended.


                                       1

<PAGE>   28
                         SECOND AMENDMENT TO THE BYLAWS
                       OF PACIFICARE HEALTH SYSTEMS, INC.

        This SECOND AMENDMENT TO THE BYLAWS OF PACIFICARE HEALTH SYSTEMS, INC.
(this "Second Amendment") is effective November 1, 1998 (the "Effective Date"),
with reference to the following facts:

                                    RECITALS:

        WHEREAS, the Corporation has adopted the bylaws, adopted on or about the
2nd day of August, 1996, as the official bylaws of the Corporation, as amended
by that certain First Amendment to Bylaws effective as of February 27, 1997 (the
"First Amendment") (as so amended the "Bylaws");

        WHEREAS, the Corporation's Board of Directors (the "Board") deems it
advisable and in Corporation's best interests to amend the Bylaws.

               NOW THEREFORE BE IT RESOLVED, that the Bylaws are hereby amended
as follows:

               1. Article IV, Section 1 of the Bylaws is hereby deleted in its
        entirety and the following paragraph is substituted therefore:

               "Section 1. OFFICERS. The officers of this Corporation shall be
               chosen by the Board of Directors and shall include: a Chief
               Executive Officer (who shall be either the Chairman of the Board
               or President, as provided in these By-Laws), a President, a Chief
               Operating Officer, a Secretary and a Treasurer. The Corporation
               may also have at the discretion of the Board of Directors such
               other officers as are desired, including: a Chairman of the
               Board, a Vice Chairman of the Board, one or more Vice Presidents,
               one or more Assistant Secretaries or Assistant Treasurers, and
               such other officers as may be appointed in accordance with the
               provisions of Section 3 hereof. In the event there are two or
               more Vice Presidents, then one or more may be designated as
               Executive Vice President, Senior Vice President, or other similar
               or dissimilar title. At the time of the election of officers, the
               Directors may by resolution determine the order of their rank.
               Any number of offices may be held by the same person, unless the
               Certificate of Incorporation or these By-Laws otherwise provide."

               2. Article IV, Section 6 of the Bylaws is hereby deleted in its
        entirety and the following paragraph is substituted therefor:

               "Section 6. CHIEF EXECUTIVE OFFICER. If there is a Chairman of
               the Board and the Board of Directors designates the Chairman of
               the 


<PAGE>   29


                Board as the Chief Executive Officer, then the Chairman of the
                Board shall be the Chief Executive Officer of the Corporation.
                Otherwise, the President shall be the Chief Executive Officer of
                the Corporation. Subject to the direction and control of the
                Board of Directors, the Chief Executive Officer shall supervise
                and control the management of the Corporation and shall have
                such duties and authority as are normally incident to the office
                of chief executive officer of a corporation and such duties and
                authority as may be prescribed from time to time by the Board of
                Directors or as are provided for elsewhere in these By-Laws."

               3. Article IV of the Bylaws is amended by adding new Sections
        6.1, 6.2 and 6.3 as follows:

               "Section 6.1. CHAIRMAN OF THE BOARD. The Chairman of the Board,
               if such an officer be elected, shall, if present, preside at all
               meetings of the Board of Directors and exercise and perform such
               other duties and authority as may be from time to time assigned
               to the Chairman of the Board by the Board of Directors or
               prescribed by these By-Laws. If there is a Chairman of the Board
               and such Chairman of the Board is also designated by the Board of
               Directors to be the Chief Executive Officer, then the Chairman of
               the Board shall also have all of the duties and authority of the
               Chief Executive Officer described in Section 6 of this Article
               IV.

               "Section 6.2. VICE CHAIRMAN OF THE BOARD. The Vice Chairman of
               the Board, if such an officer be elected, shall be a director and
               shall preside at all meetings of the Board of Directors in the
               absence or disability of the Chairman of the Board. The Vice
               Chairman shall perform such other duties as may be prescribed
               from time to time by the Chairman of the Board or the Board of
               Directors.

               "Section 6.3. CHIEF OPERATING OFFICER. If there is a Chairman of
               the Board who is also the Chief Executive Officer, then the
               President shall be the Chief Operating Officer. If the President
               is the Chief Executive Officer, then the President shall also
               serve as the Chief Operating Officer unless the Board of
               Directors designates some other officer of the Corporation as the
               Chief Operating Officer. Subject to the direction and control of
               the Chief Executive Officer and the Board of Directors, the Chief
               Operating Officer shall supervise and control the operations of
               the Corporation, shall have the duties and authority as are
               normally incident to the office of chief operating officer of a
               corporation and such other duties as may be prescribed from time
               to time by the Chief Executive Officer or the Board of Directors,
               and, in the absence or disability of the Chief Executive Officer,
               shall have the authority and perform the duties of the Chief
               Executive Officer."
<PAGE>   30

               4. Article IV, Section 7 of the Bylaws is hereby deleted in its
        entirety and the following paragraph is substituted therefor:

               "Section 7. PRESIDENT. Unless there is a Chairman of the Board
               who is also designated the Chief Executive Officer, the President
               shall be the Chief Executive Officer of the Corporation and shall
               have all of the duties and authority of the Chief Executive
               Officer described in Section 6 of this Article IV. If the
               President is not the Chief Executive Officer, or the President is
               the Chief Executive Officer and no other officer has been
               designated by the Board of Directors as the Chief Operating
               Officer, then the President shall be the Chief Operating Officer
               and shall have all of the duties and authority of the Chief
               Operating Officer described in Section 6.3 of this Article IV.
               The President shall preside at all meetings of the stockholders
               and, in the absence or disability of the Chairman of the Board
               and the Vice Chairman of the Board, if there be such officers,
               shall preside at all meetings of the Board of Directors. The
               President shall be an ex-officio member of all Committees and
               shall, subject to the control of the Board of Directors and such
               supervisory powers, if any, as may be given by the Board of
               Directors to the Chairman of the Board or the Vice Chairman of
               the Board, if there be such officers, shall have general
               supervision, direction and control of the business and officers
               of the Corporation, shall have such duties and authority as are
               normally incident to the office of president of a corporation and
               such duties and authority as may be prescribed from time to time
               by the Board of Directors or as are provided for elsewhere in
               these By-Laws."

               5. Except as amended by this Second Amendment, the Corporation's
        Restated Bylaws shall not be further amended, modified, or revised and
        the Restated Bylaws, as hereby amended, shall continue in full force and
        effect and shall be enforced in accordance with their terms.

               6. The official bylaws of the Corporation shall consist of the
        bylaws adopted on August 2, 1996, the First Amendment adopted on
        February 27, 1997 and this Second Amendment adopted on November 1, 1998.
        Any reference to the term "bylaws" shall mean and refer to the bylaws as
        amended by the First Amendment and Second Amendment.