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                                                                     Exhibit 3.3



                                     BYLAWS

                                       OF

                             TELECORP WIRELESS, 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.............................................2
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..................................................6
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...........................................7
Section 4.4         Special Meetings...........................................7


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Section 4.5         Quorum and Voting..........................................7
Section 4.6         Consents...................................................7
Section 4.7         Telephonic Meetings of Directors...........................8

                                    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...........................................9

                                   ARTICLE VII

                                    OFFICERS

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

                                  ARTICLE VIII

                              CERTIFICATES OF STOCK

Section 8.1         Form and Signature........................................13
Section 8.2         Lost or Destroyed Certificates............................13
Section 8.3         Registration of Transfer..................................14

                                   ARTICLE IX

                               GENERAL PROVISIONS

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


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Section 9.3         Dividends.................................................15
Section 9.4         Checks and Notes..........................................15
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............................................16

                                    ARTICLE X

                                 INDEMNIFICATION

Section 10.1        Indemnification...........................................16

                                   ARTICLE XI

                                   AMENDMENTS

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


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<PAGE>

                                     BY-LAWS

                                       OF

                             TELECORP WIRELESS, INC.
                                   Article I.

                                     OFFICES

      Section 1.1 Registered Office. The registered office of TeleCorp Wireless,
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 Arlington, Virginia.

                                  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.
<PAGE>

      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.

      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


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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
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


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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
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


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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.

                                  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


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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 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.


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      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' 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.


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      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.

                                   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.


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<PAGE>

      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 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


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<PAGE>

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
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


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<PAGE>

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.

      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


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<PAGE>

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
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.


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<PAGE>

                                 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 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


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<PAGE>

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.

                                  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


                                      -14-
<PAGE>

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 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


                                      -15-
<PAGE>

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 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


                                      -16-
<PAGE>

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 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


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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 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


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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 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,


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<PAGE>

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.

                                  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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