## THE TITAN CORPORATION

Amendments to By-Laws

On March 22, 2000 the Boardof Directors approved the following amendments to the Bylaws: 

## ARTICLE II

MEETINGS OF STOCKHOLDERS
          SECTION 2.06          Voting.
                    (c)          any such voting rights may be exercised by the stockholder entitled thereto in person orby his proxy appointed by an instrument in writing, telephone, Internet or such other electronic means generallyused for such purposes, subscribed by such stockholder or by his attorney thereunto authorized and delivered tothe secretary of the meeting; provided, however, that no proxy shall be voted or acted upon after three years fromits date unless said proxy shall provide for a longer period.  The attendance at any meeting of a stockholder whomay theretofore have given a proxy shall not have the effect of revoking the same unless he shall in writing sonotify the secretary of the meeting prior to the voting of such proxy.  At any meeting of the stockholders allmatters, except as otherwise provided in these Bylaws or by law, shall be decided by the vote of a majority invoting interest of the stockholders present in person or by proxy and entitled to vote thereat and thereon, aquorum being present.  The vote at any meeting of the stockholders on any question need not be by ballot, unlessso directed by the chairman of the meeting.  On a vote by ballot each ballot shall be signed by the stockholdervoting or by his proxy, if there be such a proxy, and it shall state the number of shares voted.
Article II of the By-Laws shall remain the same in all other respects.
On February 17, 2000 the Board of Directors approved the following amendments to the Bylaws
1.          Article III, Section 3.02 of theBy-Laws is hereby amended to read in its entirety as follows:ARTICLE IIIBOARD OF DIRECTORS
          SECTION 3.02          Number, Qualification, and Term of Office.  The number of directors shall be nine (9); provided, however, that the number of directors may beincreased in the event of certain specified arrearages in the payment ofdividends on the $1.00 Cumulative Convertible Preferred Stock of theCorporation, such increases to be in the number, for the period of time effectedin the manner, prescribed in the Certificate of Incorporation. Directors neednot be stockholders. Each of the directors of the Corporation shall hold officeuntil the annual meeting of stockholders held next after his election and untilhis successor shall have been duly elected and shall qualify, or until his deathin office, or until he shall resign or shall have been removed in the mannerhereinafter provided. 

2.          Article III of the By-Lawsshall remain the same in all other respects.

3.          Article VIII of the By-Lawsis hereby amended to read in its entirety as follows:
ARTICLE VIIIINDEMNIFICATION
          Section 8.01          Indemnification and Insurance.  (a) Each person who was or is made a partyor is threatened to be made a party to or is involved in any action, suit, orproceeding, whether civil, criminal, administrative or investigative(hereinafter a “proceeding”), by reason of the fact that he or she ora person of whom he or she is the legal representative is or was a director orofficer of the Corporation or is or was serving at the request of theCorporation as a director, officer, employee or agent of another corporation orof a partnership, joint venture, trust or other enterprise, including servicewith respect to employee benefit plans maintained or sponsored by theCorporation, whether the basis of such proceeding is alleged action in anofficial capacity as a director, officer, employee or agent or in any othercapacity while serving as a director, officer, employee or agent, shall beindemnified and held harmless by the Corporation to the fullest extentauthorized by the General Corporation Law of the State of Delaware as the sameexists or may hereafter be amended (but, in the case of any such amendment, onlyto the extent that such amendment permits the Corporation to provide broaderindemnification rights than said law permitted the Corporation to provide priorto such amendment), against all expense, liability and loss (includingattorneys’ fees, judgments, fines, ERISA excise taxes or penalties andamounts paid or to be paid in settlement) reasonably incurred or suffered bysuch person in connection therewith and such indemnification shall continue asto a person who has ceased to be a director, officer, employee or agent andshall inure to the benefit of his or her heirs, executors and administrators;provided, however, that except as provided in paragraph (c) ofthis By-Law, the Corporation shall indemnify any such person seekingindemnification in connection with a proceeding (or part thereof) initiated bysuch person only if such proceeding (or part thereof) was authorized by theBoard of Directors. The right to indemnification conferred in this By-Law shallbe a contract right and shall include the right to be paid by the Corporationthe expenses incurred in defending any such proceeding in advance of its finaldisposition, such advances to be paid by the Corporation within 20 days afterthe receipt by the Corporation of a statement or statements from the claimantrequesting such advance or advances from time to time; provided,however, that if the General Corporation Law of the State of Delawarerequires, the payment of such expenses incurred by a director or officer in hisor her capacity as a director or officer (and not in any other capacity in whichservice was or is rendered by such person while a director or officer,including, without limitation, service to an employee benefit plan) in advanceof the final disposition of a proceeding, shall be made only upon delivery tothe Corporation of an undertaking by or on behalf of such director or officer,to repay all amounts so advanced if it shall ultimately be determined that suchdirector or officer is not entitled to be indemnified under this By-Law orotherwise. 

                    (b)          To obtain indemnification under this By-Law, a claimant shall submit to the Corporation awritten request, including therein or therewith such documentation andinformation as is reasonably available to the claimant and is reasonablynecessary to determine whether and to what extent the claimant is entitled toindemnification. Upon written request by a claimant for indemnification pursuantto the first sentence of this paragraph (b), a determination, if required byapplicable law, with respect to the claimant’s entitlement thereto shall bemade as follows: (1) if requested by the claimant, by Independent Counsel (ashereinafter defined), or (2) if no request is made by the claimant for adetermination by Independent Counsel, (i) by the Board of Directors by amajority vote of a quorum consisting of Disinterested Directors (as hereinafterdefined), or (ii) if a quorum of the Board of Directors consisting ofDisinterested Directors is not obtainable or, even if obtainable, such quorum ofDisinterested Directors so directs, by Independent Counsel in a written opinionto the Board of Directors, a copy of which shall be delivered to the claimant,or (iii) if a quorum of Disinterested Directors so directs, by the stockholdersof the Corporation. In the event the determination of entitlement toindemnification is to be made by Independent Counsel at the request of theclaimant, the Independent Counsel shall be selected by the Board of Directorsunless there shall have occurred within two years prior to the date of thecommencement of the action, suit or proceeding for which indemnification isclaimed a “Change of Control,” as defined in the Change of ControlEmployment Agreement dated March 2000 between the Corporation and certainsenior executives, in which case the Independent Counsel shall be selected bythe claimant unless the claimant shall request that such selection be made bythe Board of Directors. If it is so determined that the claimant is entitled toindemnification, payment to the claimant shall be made within 10 days after suchdetermination. 

                    (c)          If a claimunder paragraph (a) of this By-Law is not paid in full by the Corporationwithin thirty days after a written claim pursuant to paragraph (b) of thisBy-Law has been received by the Corporation, the claimant may at any timethereafter bring suit against the Corporation to recover the unpaid amount ofthe claim and, if successful in whole or in part, the claimant shall be entitledto be paid also the expense of prosecuting such claim. It shall be a defense toany such action (other than an action brought to enforce a claim for expensesincurred in defending any proceeding in advance of its final disposition wherethe required undertaking, if any is required, has been tendered to theCorporation) that the claimant has not met the standard of conduct which makesit permissible under the General Corporation Law of the State of Delaware forthe Corporation to indemnify the claimant for the amount claimed, but the burdenof proving such defense shall be on the Corporation. Neither the failure of theCorporation (including its Board of Directors, Independent Counsel orstockholders) to have made a determination prior to the commencement of suchaction that indemnification of the claimant is proper in the circumstancesbecause he or she has met the applicable standard of conduct set forth in theGeneral Corporation Law of the State of Delaware, nor an actual determination bythe Corporation (including its Board of Directors, Independent Counsel orstockholders) that the claimant has not met such applicable standard of conduct,shall be a defense to the action or create a presumption that the claimant hasnot met the applicable standard of conduct. 

                    (d)          If adetermination shall have been made pursuant to paragraph (b) of this By-Law thatthe claimant is entitled to indemnification, the Corporation shall be bound bysuch determination in any judicial proceeding commenced pursuant to paragraph(c) of this By-Law. 

                    (e)          TheCorporation shall be precluded from asserting in any judicial proceedingcommenced pursuant to paragraph (c) of this By-Law that the procedures andpresumptions of this By-Law are not valid, binding and enforceable and shallstipulate in such proceeding that the Corporation is bound by all the provisionsof this By-Law. 

                    (f)          The rightto indemnification and the payment of expenses incurred in defending aproceeding in advance of its final disposition conferred in this By-Law shallnot be exclusive of any other right which any person may have or hereafteracquire under any statute, provision of the Certificate of Incorporation,By-Laws, agreement, vote of stockholders or Disinterested Directors orotherwise. No repeal or modification of this By-Law shall in any way diminish oradversely affect the rights of any director, officer, employee or agent of theCorporation hereunder in respect of any occurrence or matter arising prior toany such repeal or modification. 

                    (g)          TheCorporation may maintain insurance, at its expense, to protect itself and anydirector, officer, employee or agent of the Corporation or another corporation,partnership, joint venture, trust or other enterprise against any expense,liability or loss, whether or not the Corporation would have the power toindemnify such person against such expense, liability or loss under the GeneralCorporation Law of the State of Delaware. To the extent that the Corporationmaintains any policy or policies providing such insurance, each such director orofficer, and each such agent or employee to which rights to indemnification havebeen granted as provided in paragraph (h) of this By-Law, shall be covered bysuch policy or policies in accordance with its or their terms to the maximumextent of the coverage thereunder for any such director, officer, employee oragent. 

                    (h)          TheCorporation may, to the extent authorized from time to time by the Board ofDirectors, grant rights to indemnification, and rights to be paid by theCorporation the expenses incurred in defending any proceeding in advance of itsfinal disposition, to any employee or agent of the Corporation to the fullestextent of the provisions of this By-Law with respect to the indemnification andadvancement of expenses of directors and officers of the Corporation. 

                    (i)          If anyprovision or provisions of this By-Law shall be held to be invalid, illegal orunenforceable for any reason whatsoever: (1) the validity, legality andenforceability of the remaining provisions of this By-Law (including, withoutlimitation, each portion of any paragraph of this By-Law containing any suchprovision held to be invalid, illegal or unenforceable, that is not itself heldto be invalid, illegal or unenforceable) shall not in any way be affected orimpaired thereby; and (2) to the fullest extent possible, the provisions of thisBy-Law (including, without limitation, each such portion of any paragraph ofthis By-Law containing any such provision held to be invalid, illegal orunenforceable) shall be construed so as to give effect to the intent manifestedby the provision held invalid, illegal or unenforceable. 

          Section 8.02          Certain Definitions.  For purposes of this By-Law:
                    (a)          “Disinterested Director” means a director of the Corporation who isnot and was not a party to the matter in respect of which indemnification issought by the claimant. 

                    (b)          “Independent Counsel” means a law firm, a member of a law firm, or anindependent practitioner, that is experienced in matters of corporation law andshall include any person who, under the applicable standards of professionalconduct then prevailing, would not have a conflict of interest in representingeither the Corporation or the claimant in an action to determine theclaimant’s rights under this By-Law. 

          Section 8.03          Written Communication Required.  Any notice, request or othercommunication required or permitted to be given to the Corporation under thisBy-Law shall be in writing and either delivered in person or sent by telecopy,telex, telegram, overnight mail or courier service, or certified or registeredmail, postage prepaid, return receipt requested, to the Secretary of theCorporation and shall be effective only upon receipt by the Secretary.