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                                                                     Exhibit 3.2

                                     BYLAWS

                                       OF

                                  TRITEL, INC.

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                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
                                    ARTICLE I

                                     OFFICES

Section 1.1   Registered Office..............................................1
Section 1.2   Other Offices..................................................1

                                   ARTICLE II

                             MEETING OF STOCKHOLDERS

Section 2.1   Time and Place.................................................1
Section 2.2   Annual Meeting.................................................1
Section 2.3   Special Meetings of Stockholders...............................2
Section 2.4   Notice of Meetings.............................................2
Section 2.5   Quorum and Adjournment of Meetings.............................2
Section 2.6   Vote Required..................................................3
Section 2.7   Voting.........................................................3
Section 2.8   Proxies........................................................4
Section 2.9   Consents.......................................................4

                                   ARTICLE III

                                    DIRECTORS

Section 3.1   Board of Directors.............................................5
Section 3.2   Number, Terms and Election of Directors........................5
Section 3.3   Resignation and Removal........................................5
Section 3.4   Vacancies......................................................5
Section 3.5   Compensation...................................................6

                                   ARTICLE IV

                              MEETINGS OF THE BOARD

Section 4.1   Time and Place.................................................6
Section 4.2   Annual Meeting.................................................6
Section 4.3   Regular Meetings...............................................6
Section 4.4   Special Meetings...............................................6
Section 4.5   Quorum and Voting..............................................7


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Section 4.6   Consents.......................................................7
Section 4.7   Telephonic Meetings of Directors...............................7

                                    ARTICLE V

                             COMMITTEES OF THE BOARD

Section 5.1   Designation and Powers.........................................8

                                   ARTICLE VI

                                     NOTICES

Section 6.1   Delivery of Notices............................................8
Section 6.2   Waiver of Notice...............................................8

                                   ARTICLE VII

                                    OFFICERS

Section 7.1   Executive Officers.............................................9
Section 7.2   Other Officers and Agents......................................9
Section 7.3   Tenure; Resignation; Removal; Vacancies........................9
Section 7.4   Compensation..................................................10
Section 7.5   Authority and Duties..........................................10
Section 7.6   Chairman of the Board.........................................10
Section 7.7   President.....................................................11
Section 7.8   The Vice President(s).........................................11
Section 7.9   The Treasurer.................................................11
Section 7.10  The Secretary.................................................12

                                  ARTICLE VIII

                              CERTIFICATES OF STOCK

Section 8.1   Form and Signature............................................12
Section 8.2   Lost or Destroyed Certificates................................13
Section 8.3   Registration of Transfer......................................13

                                   ARTICLE IX

                               GENERAL PROVISIONS

Section 9.1   Record Date...................................................14
Section 9.2   Registered Stockholders.......................................14
Section 9.3   Dividends.....................................................14


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Section 9.4   Checks and Notes..............................................14
Section 9.5   Fiscal Year...................................................15
Section 9.6   Voting of Securities of Other Corporations....................15
Section 9.7   Transfer Agent................................................15
Section 9.8   Corporate Seal................................................15

                                    ARTICLE X

                                 INDEMNIFICATION

Section 10.1  Indemnification...............................................15

                                   ARTICLE XI

                                   AMENDMENTS

Section 11.1  By the Stockholders...........................................20
Section 11.2  By the Board of Directors.....................................20


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                                     BY-LAWS

                                       OF

                                  TRITEL, INC.

                                   ARTICLE I.

                                     OFFICES

            Section 1.1 Registered Office. The registered office of Tritel, Inc.
(hereinafter called the "Corporation") in the State of Delaware shall be The
Corporation Trust Company, 1209 Orange Street, in the City of Wilmington, County
of New Castle, Delaware 19801, and the registered agent in charge thereof shall
be The Corporation Trust Company.

            Section 1.2 Other Offices. In addition to its registered office in
the State of Delaware, the Corporation may have an office or offices in such
other places as the Board of Directors (the "Board") may from time to time
designate or the business of the Corporation may require. The corporate
headquarters of the Corporation shall be initially located in Jackson,
Mississippi.

                                  Article II.

                             MEETING OF STOCKHOLDERS

            Section 2.1 Time and Place. All meetings of the stockholders of the
Corporation shall be held at such time and place, either within or without the
State of Delaware, as shall be stated in the notice of the meeting or in a duly
executed waiver of notice thereof.

            Section 2.2 Annual Meeting. The annual meeting of stockholders of
the Corporation shall be held at such date, time and place, either within or
without the State of Delaware, as shall be determined by the Board and stated in
the notice of meeting.


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            Section 2.3 Special Meetings of Stockholders. Special meetings of
stockholders for any purpose or purposes if not otherwise prescribed by statute
or by the Certificate of Incorporation, may be called by the Board, the Chairman
of the Board, or the Secretary and shall be called by the President or Secretary
at the request of stockholders owning a majority of the shares of capital stock
of the Corporation issued and outstanding and entitled to vote at a meeting of
stockholders. Such request shall state the purpose or purposes of the proposed
meeting. The time of any such special meeting shall be fixed by the officer
calling the meeting and shall be stated in the notice of such meeting, which
notice shall specify the purpose or purposes thereof. Business transacted at any
special meeting shall be confined to the purposes stated in the notice of
meeting and matters germane thereto.

            Section 2.4 Notice of Meetings. Notice of the time and place of
every annual or special meeting of the stockholders shall be given not less than
ten nor more than sixty days before the date of the meeting to each stockholder
entitled to vote at such meeting, in the manner prescribed by Section 6.1 of
these By-Laws, except that where the matter to be acted upon is a merger or
consolidation of the Corporation, or a sale, lease or exchange of all or
substantially all of its assets, such notice shall be given not less than twenty
nor more than sixty days prior to such meeting.

            Section 2.5 Quorum and Adjournment of Meetings. The holders of a
majority of the shares of capital stock issued and outstanding and entitled to
vote thereat, present in person, or represented by proxy, shall be requisite and
shall constitute a quorum at all meetings of the stockholders for the
transaction of business, except as otherwise provided by the Certificate of
Incorporation. If a majority shall not be present in person or represented by
proxy at any meeting of the stockholders at which action is to be taken by the
stockholders, the


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stockholders entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting from time to time without notice
other than announcement at the meeting, until holders of the requisite number of
shares of stock entitled to vote shall be present or represented by proxy. At
such adjourned meeting at which such holders of the requisite number of shares
of capital stock shall be present or represented by proxy, any business may be
transacted which might have been transacted at the meeting as originally called.
If the adjournment is for more than thirty days, or if after the adjournment a
new record date is fixed for the adjourned meeting, a notice of adjourned
meeting shall be given to each stockholder of record entitled to vote thereat.

            Section 2.6 Vote Required. At any meeting of stockholders, directors
shall be elected by a plurality of votes, and all other matters shall be decided
by a majority of votes, cast by the stockholders present in person or
represented by proxy and entitled to vote, unless the matter is one for which,
by express provisions of statute, of the Certificate of Incorporation or of
these By-Laws, a different vote is required, in which case such express
provision shall govern and control the determination of such matter.

            Section 2.7 Voting. At any meeting of the stockholders, each
stockholder having the right to vote shall be entitled to vote in person or by
proxy. To determine the stockholders entitled to notice of or to vote at any
meeting of the stockholders or any adjournment thereof, the Board may fix, in
advance, a record date which shall be not more than sixty days nor less than ten
days before the date of such meeting. Except as otherwise provided by the
Certificate of Incorporation or by statute, each stockholder of record shall be
entitled to one vote for each outstanding share of capital stock standing in his
or her name on the books of the Corporation as of the record date. A complete
list of the stockholders entitled to vote at any


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meeting of stockholders arranged in alphabetical order with the address of each
and the number of shares held by each, shall be prepared by the Secretary. 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 days
prior to the meeting, at the locations specified by the Delaware General
Corporation Law. The list shall also be produced and kept at the time and place
of the meeting during the whole time thereof, and may be inspected by any
stockholder who is present.

            Section 2.8 Proxies. Each proxy shall be in writing executed by the
stockholder giving the proxy or his or her duly authorized attorney. No proxy
shall be valid after the expiration of three years from its date, unless a
longer period is provided for in the proxy. Unless and until voted, every proxy
shall be revocable at the pleasure of the person who executed it or his or her
legal representatives or assigns, except in those cases where an irrevocable
proxy permitted by statute has been given.

            Section 2.9 Consents. The provision of these By-Laws covering
notices and meetings to the contrary notwithstanding, any action required or
permitted to be taken at any meeting of stockholders may be taken without a
meeting, without prior notice and without a vote, if a consent in writing
setting forth the action so taken shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would have been
necessary to authorize or take such action at a meeting at which all shares of
stock entitled to vote thereon were present and voted. Where corporate action is
taken in such manner by less than unanimous written consent, prompt written
notice of the taking of such action shall be given to all stockholders who have
not consented in writing thereto and who, if the action had been taken at a
meeting, would have been entitled to notice of the meeting.


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                                  ARTICLE III.

                                    DIRECTORS

            Section 3.1 Board of Directors. The business and affairs of the
Corporation shall be managed by a Board of Directors. The Board may exercise all
such powers of the Corporation and do all such lawful acts and things on its
behalf as are not by statute or by the Certificate of Incorporation or by these
By-Laws directed or required to be exercised or done by the stockholders.

            Section 3.2 Number, Election and Tenure. The number of directors
shall be fixed initially by the incorporator of the Corporation and thereafter
such number may be increased from time to time by the stockholders or by the
Board or may be decreased by the stockholders, provided that no decrease in the
number of directors shall shorten the term of any incumbent director. Except as
provided by law or these By-Laws, directors shall be elected each year at the
annual meeting of stockholders next succeeding his or her election until his or
her successor is elected and has qualified or until his or her earlier
resignation or removal.

            Section 3.3 Resignation and Removal. A director may resign at any
time by giving written notice to the Board or to the President of the
Corporation. Such resignation shall take effect upon receipt thereof by the
Board or by the President, unless otherwise specified therein. Any one or more
of the directors may be removed, either with or without cause, at any time by
the affirmative vote of a majority of the stockholders at any special meeting of
the stockholders called for such purpose.

            Section 3.4 Vacancies. A vacancy occurring for any reason and newly
created directorships resulting from an increase in the authorized number of
directors may be filled by


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the vote of a majority of the directors then in office, although less than a
quorum, or by the sole remaining director, or by the stockholders.

            Section 3.5 Compensation. Each director shall receive for services
rendered as a director of the Corporation such compensation as may be fixed by
the Board. Nothing herein contained shall be construed to preclude any director
from serving the Corporation in any other capacity and receiving compensation
therefor.

                                  ARTICLE IV.

                              MEETINGS OF THE BOARD

            Section 4.1 Time and Place. Meetings of the Board shall be held at
such places, within or without the State of Delaware, and within or without the
United States of America, as shall be determined in accordance with these
By-Laws.

            Section 4.2 Annual Meeting. Immediately after and at the place of
the annual meeting of the stockholders, or at such other place as the Board may
designate, a meeting of the newly elected Board for the purpose of organization
and the election of officers and otherwise may be held. Such meeting may be held
without notice.

            Section 4.3 Regular Meetings. Regular meetings of the Board may be
held without notice, at such time and place as shall, from time to time, be
determined by the Board of Directors.

            Section 4.4 Special Meetings. Special meetings of the Board of
Directors may be held at any time and place as shall be determined by resolution
of the Board or upon the call of the Chairman, the President, the Secretary, or
any member of the Board on two days'


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notice to each director by mail or on one day's notice personally or by
telecopy, telephone or telegraph. Meetings of the Board may be held at any time
without notice if all the directors are present, or if those not present waive
notice of the meeting in writing, either before or after the meeting.

            Section 4.5 Quorum and Voting. A majority of the entire Board shall
constitute a quorum at any meeting of the Board of Directors and the act of a
majority of the directors shall be the act of the Board, except as may otherwise
be specifically provided by law, the Certificate of Incorporation or by these
By-Laws. If at any meeting of the Board there shall be less than a quorum
present, the director or directors present thereat may adjourn the meeting from
time to time, without notice other than announcement at the meeting, until a
quorum shall have been obtained.

            Section 4.6 Consents. Any action required or permitted to be taken
at any meeting of the Board may be taken without a meeting if all members of the
Board consent to such action in writing, and such writing or writings are filed
with the minutes of the proceedings of the Board.

            Section 4.7 Telephonic Meetings of Directors. The Board 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. Participation by such means shall constitute
presence in person at such meeting.


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                                   ARTICLE V.

                             COMMITTEES OF THE BOARD

            Section 5.1 Designation and Powers. The Board may in its discretion
designate one or more committees. Each committee shall consist of one or more of
the directors of the Corporation. Such committee or committees shall have duties
and powers not inconsistent with the laws of the State of Delaware, the
Certificate of Incorporation, these By-Laws, and the respective resolution or
resolutions of the Board.

                                  ARTICLE VI.

                                     NOTICES

            Section 6.1 Delivery of Notices. Notices to directors and
stockholders shall be in writing and may be delivered personally or by mail.
Notice by mail shall be deemed to be given at the time when deposited in the
United States mail, postage prepaid, and addressed to directors or stockholders
at their respective addresses appearing on the books of the Corporation, unless
any such director or stockholder shall have filed with the Secretary of the
Corporation a written request that notices intended for him or her be mailed or
delivered to some other address, in which case the notice shall be mailed to or
delivered at the address designated in such request. Notice to directors may
also be given by telegram or by telecopy.

            Section 6.2 Waiver of Notice. Whenever notice is required to be
given by statute, the Certificate of Incorporation or these By-Laws, a waiver
thereof in writing, signed by the person or persons entitled to such notice
whether before or after the time stated therein, shall be deemed equivalent to
the giving of such notice. Attendance of a person at a meeting of stockholders,
directors or any committee of directors, as the case may be, shall constitute a
waiver of notice of such meeting, except where the person is attending for the
express purpose of


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objecting, at the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened. Neither the business to
be transacted at, nor the purpose of, any regular or special meeting of
stockholders, directors or committee of directors need be specified in any
written waiver of notice.

                                  ARTICLE VII.

                                    OFFICERS

            Section 7.1 Executive Officers. At the annual meeting of directors
the Board shall elect a Chairman of the Board, President, Secretary and
Treasurer and may elect one or more Vice Presidents, Assistant Secretaries or
Assistant Treasurers and such other officers as the Board may from time to time
designate or the business of the Corporation may require. Except for the
Chairman of the Board, no executive officer need be a member of the Board. Any
number of offices may be held by the same person, except that the office of
Secretary may not be held by the Chairman of the Board or the President.

            Section 7.2 Other Officers and Agents. The Board may also elect such
other officers and agents as the Board of Directors may at any time or from time
to time determine to be advisable, such officers and such agents to serve for
such terms and to exercise such powers and perform such duties as shall be
specified at any time or from time to time by the Board.

            Section 7.3 Tenure; Resignation; Removal; Vacancies. Each officer of
the Corporation shall hold office until his or her successor is elected and
qualified, or until his or her earlier resignation or removal; provided, that if
the term of office of any officer elected or appointed pursuant to Section 7.2
of these By-Laws shall have been fixed by the Board, he or she shall cease to
hold such office no later than the date of expiration of such term regardless of


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whether any other person shall have been elected or appointed to succeed him or
her. Any officer elected by the Board may be removed at any time, with or
without cause, by the Board, provided, that any such removal shall be without
prejudice to the rights, if any, of the officer so employed under any employment
contract or other agreement with the Corporation. An officer may resign at any
time upon written notice to the Board. If the office of any officer becomes
vacant by reason of death, resignation, retirement, disqualification, removal
from office or otherwise, the Board may choose a successor or successors to hold
office for such term as may be specified by the Board.

            Section 7.4 Compensation. Except as otherwise provided by these
By-Laws, the salaries of all officers and agents of the Corporation appointed by
the Board shall be fixed by the Board.

            Section 7.5 Authority and Duties. All officers as between themselves
and the Corporation, shall have such authority and perform such duties in the
management of the Corporation as may be provided in these By-Laws. In addition
to the powers and duties hereinafter specifically prescribed for the respective
officers, the Board may from time to time impose or confer upon any of the
officers such additional duties and powers as the Board may see fit, and the
Board may from time to time impose or confer any or all of the duties and powers
hereinafter specifically prescribed for any officer upon any other officer or
officers.

            Section 7.6 Chairman of the Board. The Chairman of the Board, who
shall be a director, shall preside at all meetings of the stockholders and at
all meetings of the Board. As director, he or she shall perform such other
duties as may be assigned from time to time by the Board.


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            Section 7.7 President. The President shall be the chief executive
officer of the Corporation. He or she shall perform such duties as may be
assigned to him or her by the Board, and in the event of disability or absence
of the Chairman of the Board, perform the duties of the Chairman of the Board,
including presiding at meetings of stockholders and directors. He or she shall
from time to time report to the Board all matters within his or her knowledge
which the interest of the Corporation may require to be brought to their notice,
and shall also have such other powers and perform such other duties as may be
specifically assigned to him or her from time to time by the Board. The
President shall see that all resolutions and orders of the Board are carried
into effect, and in connection with the foregoing, shall be authorized to
delegate to the Vice President and the other officers such of his or her powers
and such of his or her duties as he or she may deem to be advisable.

            Section 7.8 The Vice President(s). The Vice President, or if there
be more than one, the Vice Presidents, shall perform such duties as may be
assigned to them from time to time by the Board or as may be designated by the
President. In case of the absence or disability of the President the duties of
the office shall, if the Board or the President has so authorized, be performed
by the Vice President, or if there be more than one Vice President, by such Vice
President as the Board or President shall designate.

            Section 7.9 The Treasurer. The Treasurer shall have the custody of
the corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all monies and other valuable effects in the name and to the credit of
the Corporation, in such depositories as may be designated by the Board or by
any officer of the Corporation authorized by the Board to make such designation.
The Treasurer shall exercise such powers and perform such duties as generally


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<PAGE>

pertain or are necessarily incident to his or her office and shall perform such
other duties as may be specifically assigned to him or her from time to time by
the Board or by the President or any Vice President.

            Section 7.10 The Secretary. The Secretary shall attend all meetings
of the Board and all meetings of the stockholders and record all votes and the
minutes of all proceedings in a book to be kept for that purpose; and shall
perform like duties for any committee when required. He or she shall give, or
cause to be given, notice of all meetings of the stockholders and, when
necessary, of the Board. The Secretary shall exercise such powers and perform
such duties as generally pertain or are necessarily incident to his or her
office and he or she shall perform such other duties as may be assigned to him
or her from time to time by the Board, the President or by any Vice President.

                                  ARTICLE VIII

                              CERTIFICATES OF STOCK

            Section 8.1 Form and Signature. The certificates of stock of the
Corporation shall be in such form or forms not inconsistent with the Certificate
of Incorporation as the Board shall approve. They shall be numbered, the
certificates for the shares of stock of each class to be numbered consecutively,
and shall be entered in the books of the Corporation as they are issued. They
shall exhibit the holder's name and number of shares and shall be signed by the
Chairman of the Board, the President or a Vice President and the Treasurer (or
any Assistant Treasurer) or the Secretary (or any Assistant Secretary);
provided, however, that where any such certificate is signed by a transfer agent
or an assistant transfer agent, or by a transfer clerk acting on behalf of the
Corporation, and registered by a registrar, the signature of any such President,
Vice


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President, Treasurer, Assistant Treasurer, Secretary or Assistant Secretary, may
be a facsimile. In case any officer or officers who shall have signed, or whose
facsimile signature or signatures shall have been used on any such certificate
or certificates, shall cease to be such officer or officers of the Corporation,
whether because of death, resignation, removal or otherwise, before such
certificate or certificates shall have been delivered by the Corporation, such
certificate or certificates may nevertheless be issued and delivered as though
the person or persons who signed such certificate or certificates, or whose
facsimile signature or signatures shall have been used thereon, had not ceased
to be such officer or officers of the Corporation.

            Section 8.2 Lost or Destroyed Certificates. The Board may direct a
new certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been lost or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate or stock to be lost or destroyed. When authorizing such issue of
a new certificate or certificates, the Board may in its discretion and as a
condition precedent to the issuance thereof, require the owner of such lost or
destroyed certificate or certificates, or his or her legal representatives, to
advertise the same in such manner as it shall require, and to give a bond in
such sum as the Board may direct, indemnifying the Corporation, any transfer
agent and any registrar against any claim that may be made against them or any
of them with respect to the certificate alleged to have been lost or destroyed.

            Section 8.3 Registration of Transfer. Upon surrender to the
Corporation of a certificate for shares, duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, the Corporation
shall issue a new certificate to the person entitled thereto, cancel the old
certificate, and record the transaction on its books.


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<PAGE>

                                  ARTICLE IX.

                               GENERAL PROVISIONS

            Section 9.1 Record Date. 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, or entitled to express consent to corporate action
in writing without a meeting, or entitled to receive payment of any dividend or
other distribution or allotment of any rights, or 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 may fix, in advance, a record
date, which shall not be more than sixty nor less than ten days before the date
of such meeting, nor more than sixty days prior to any other action.

            Section 9.2 Registered Stockholders. The Corporation shall be
entitled to treat the holder of record of any share or shares of stock as the
holder in fact thereof and accordingly shall not be bound to recognize any
equitable or other claim to or interest in such share on the part of any other
person, whether or not it shall have express or other notice thereof, save as
expressly provided by the laws of the State of Delaware.

            Section 9.3 Dividends. Dividends upon the capital stock of the
Corporation shall in the discretion of the Board from time to time be declared
by the Board out of funds legally available therefor after setting aside of
proper reserves.

            Section 9.4 Checks and Notes. All checks and drafts on the bank
accounts of the Corporation, all bills of exchange and promissory notes of the
Corporation, and all acceptances, obligations and other instruments for the
payment of money drawn, signed or accepted by the Corporation, shall be signed
or accepted, as the case may be, by such officer or


                                      -14-
<PAGE>

officers, agent or agents as shall be thereunto authorized from time to time by
the Board or by officers of the Corporation designated by the Board to make such
authorization.

            Section 9.5 Fiscal Year. The fiscal year of the Corporation shall be
fixed by the Board.

            Section 9.6 Voting of Securities of Other Corporations. In the event
that the Corporation shall at any time own and have power to vote any securities
(including but not limited to shares of stock) of any other issuer, such
securities shall be voted by such person or persons, to such extent and in such
manner, as may be determined by the Board.

            Section 9.7 Transfer Agent. The Board may make such rules and
regulations as it may deem expedient concerning the issue, transfer and
registration of stock. It may appoint one or more transfer agents and one or
more registrars and may require all stock certificates to bear the signature of
either or both.

            Section 9.8 Corporate Seal. The corporate seal shall have inscribed
thereon the name of the Corporation and the words "Corporate Seal, Delaware".

                                   ARTICLE X.

                                 INDEMNIFICATION

            Section 10.1 Indemnification.

            (a) Actions, Suits or Proceedings Other Than by or in the Right of
the Corporation. The Corporation shall indemnify any current or former director
or officer of the Corporation and may, at the discretion of the Board, indemnify
any current or former employee or agent of the Corporation who was or is a party
or is threatened to be made a party to any


                                      -15-
<PAGE>

threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the Corporation) by reason of the fact that such person is or was a
director, officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, employee or agent
(including trustee) of another corporation, partnership, joint venture, trust or
other enterprise (including employee benefit plans) (funds paid or required to
be paid to any person as a result of the provisions of this Section 10.1 shall
be returned to the Corporation or reduced, as the case may be, to the extent
that such person receives funds pursuant to an indemnification from any such
other corporation, partnership, joint venture, trust or enterprise) to the
fullest extent permissible under Delaware law, as then in effect, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding, if he or she acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe that his or her conduct was
unlawful. The termination of any action, suit or 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 seeking
indemnification did not act in good faith and in a manner which he or she
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe that his or her conduct was unlawful.

            (b) Actions or Suits by or in the Right of the Corporation. The
Corporation shall indemnify any current or former director or officer of the
Corporation and may, at the discretion of the Board, indemnify any current or
former employee or agent of the


                                      -16-
<PAGE>

Corporation who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit, by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact that such
person is or was a director, officer, employee or agent of the Corporation, or
is or was serving at the request of the Corporation as a director, officer,
employee or agent (including trustee) of another corporation, partnership, joint
venture, trust or other enterprise (including employee benefit plans) (funds
paid or required to be paid to any person as a result of the provisions of this
Section 10.1 shall be returned to the Corporation or reduced, as the case may
be, to the extent that such person receives funds pursuant to an indemnification
from any such other corporation, partnership, joint venture, trust or
enterprise) to the fullest extent permitted under Delaware law, as then in
effect, against expenses (including attorneys' fees) actually and reasonably
incurred by such person in connection with the defense or settlement of such
action or suit, if he or she acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
Corporation, except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the Corporation unless and only to the extent that the Court of
Chancery of the State of Delaware or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.

            (c) Indemnification for Expenses of Successful Party. To the extent
that a director, officer, employee or agent of the Corporation has been
successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in paragraph (a) or (b) of this Section 10.1, or in
defense of any claim, issue or matter therein, such person shall be indemnified


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<PAGE>

by the Corporation against expenses (including attorneys' fees) actually and
reasonably incurred by him or her in connection therewith.

            (d) Determination of Right to Indemnification. Any indemnification
under paragraph (a) or (b) of this Section 10.1 (unless ordered by a court)
shall be made by the Corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee or agent
is proper in the circumstances because such person has met the applicable
standard of conduct set forth in paragraphs (a) and (b) of this Section 10.1.
Such determination shall be made (1) by the Board by a majority vote of the
directors who are not parties to such action, suit or proceeding, even though
less than a quorum or (2) if there are no such directors, or if such directors
so direct, by independent legal counsel in a written opinion, or (3) by the
holders of a majority of the shares of capital stock of the Corporation entitled
to vote thereon.

            (e) Advancement of Expenses. Expenses (including attorneys' fees)
incurred by an officer or director in defending any civil, criminal,
administrative or investigative action, suit or proceeding shall be paid by the
Corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that such
person is not entitled to be indemnified by the Corporation as authorized in
this Section 10.1. Such expenses (including attorneys' fees) incurred by other
employees and agents may be so paid upon such terms and conditions, if any, as
the Board deems appropriate.

            (f) Other Rights. The indemnification and advancement of expenses
provided by, or granted pursuant to, the other paragraphs of this Section 10.1
shall not be


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<PAGE>

deemed exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any By-Law, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in an
official capacity and as to action in another capacity while holding such
office.

            (g) Insurance. By action of the Board, notwithstanding an interest
of the directors in the action, the Corporation may purchase and maintain
insurance, in such amounts as the Board deems appropriate, on behalf of any
person who is or was a director, officer, employee or agent of the Corporation,
or is or was serving at the request of the Corporation as a director, officer,
employee or agent (including trustee) of another corporation, partnership, joint
venture, trust or other enterprise (including employee benefit plans), against
any liability asserted against such person and incurred by such person in any
such capacity, or arising out of such person's status as such, whether or not
the Corporation shall have the power to indemnify such person against such
liability under the provisions of this Section 10.l.

            (h) Continuation of Rights to Indemnification. The indemnification
and advancement of expenses provided by, or granted pursuant to, this Section
10.1 shall, unless otherwise provided when authorized or ratified, continue as
to a person who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of the heirs, executors and administrators of such a
person.

            (i) Protection of Rights Existing at Time of Repeal or Modification.
Any repeal or modification of this Section 10.1 shall not adversely affect any
right or protection of an indemnified person existing at the time of such repeal
or modification.


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<PAGE>

                                  ARTICLE XI.

                                   AMENDMENTS

            Section 11.1 By the Stockholders. These By-Laws may be altered,
amended or repealed in whole or in part, and new By-Laws may be adopted, by the
affirmative vote of the holders of a majority of the shares of capital stock
issued and outstanding and entitled to vote at any annual or special meeting of
the stockholders, if notice thereof shall be contained in the notice of the
meeting.

            Section 11.2 By the Board of Directors. These By-Laws may be
altered, amended or repealed by the Board at any regular or special meeting of
the Board if notice thereof shall be contained in the notice of the meeting.


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