EXHIBIT 4.1

                               UNIONBANCORP, INC.


                              AMENDED AND RESTATED

                                     BYLAWS




                           As Adopted on June 17, 2004
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                               UNIONBANCORP, INC.

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                                TABLE OF CONTENTS
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                                                                           Page
                                                                          Number
                                                                          ------

ARTICLE I        NAME.........................................................1
   Section 1.1       Name.....................................................1
ARTICLE II       OFFICES......................................................1
   Section 2.1       Registered Office........................................1
   Section 2.2       Principal Office.........................................1
   Section 2.3       Other Offices............................................1
ARTICLES III     MEETINGS OF STOCKHOLDERS.....................................1
   Section 3.1       Place of Meetings........................................1
   Section 3.2       Annual Meetings..........................................1
      3.2.1              Time and Place.......................................1
      3.2.2              New Business.........................................1
   Section 3.3       Notice...................................................2
   Section 3.4       Nominations For Director.................................2
   Section 3.5       Special Meetings.........................................3
   Section 3.6       Voting Lists.............................................4
   Section 3.7       Quorum...................................................4
   Section 3.8       Adjourned Meeting and Notice Thereof.....................4
   Section 3.9       Voting...................................................4
      3.9.1              Record Date..........................................4
      3.9.2              Method; Vote Required................................4
      3.9.3              Voting of Shares by Certain Holders..................5
   Section 3.10      Conduct of Meeting.......................................5
   Section 3.11      Proxies..................................................5
   Section 3.12      Inspectors of Election...................................5
ARTICLES IV      DIRECTORS....................................................6
   Section 4.1       Powers...................................................6
   Section 4.2       Number and Qualifications................................6
   Section 4.3       Election and Vacancies...................................6
   Section 4.4       Regular Meetings.........................................7
   Section 4.5       Organization Meeting.....................................7
   Section 4.6       Special Meetings.........................................7
   Section 4.7       Quorum; Majority Action..................................7
   Section 4.8       Action Without Meeting...................................7
   Section 4.9       Telephonic Meetings......................................7
   Section 4.10      Fees and Compensation....................................8
   Section 4.11      Removal..................................................8
   Section 4.12      Directors Emeritus/Advisory Directors....................8
ARTICLE V        OFFICERS.....................................................8
   Section 5.1       Executive Officers.......................................8

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   Section 5.2       Election.................................................8
   Section 5.3       Subordinate Officers.....................................8
   Section 5.4       Removal and Resignation..................................9
   Section 5.5       Vacancies................................................9
   Section 5.6       Compensation.............................................9
   Section 5.7       Chairman of the Board....................................9
   Section 5.8       Chief Executive Officer..................................9
   Section 5.9       President................................................9
   Section 5.10      Chief Financial Officer..................................9
   Section 5.11      Secretary...............................................10
ARTICLE VI       COMMITTEES..................................................10
   Section 6.1       Committee of the Board..................................10
ARTICLE VII      INDEMNIFICATION.............................................11
   Section 7.1       Indemnification.........................................11
      7.1.1              Actions, Suits or Proceedings other than by or
                          in the Right of the Corporation....................11
      7.1.2              Actions or Suits by or in the right of the
                          Corporation........................................12
      7.1.3              Indemnification for Costs, Charges and Expenses
                          of Successful Party................................12
      7.1.4              Determination of Right to Indemnification...........12
      7.1.5              Advance of Costs, Charges and Expenses..............13
      7.1.6              Procedure for Indemnification.......................13
      7.1.7              Settlement..........................................13
   Section 7.2       Subsequent Amendment....................................14
   Section 7.3       Other Rights; Continuation of Right to Indemnification..14
   Section 7.4       Insurance...............................................14
   Section 7.5       Certain Definitions. For purposes of this Article VII...14
   Section 7.6       Savings Clause..........................................15
   Section 7.7       Subsequent Legislation..................................15
   Section 8.1       Records.................................................15
   Section 8.2       Checks and Drafts.......................................15
   Section 8.3       Execution of Instruments................................16
   Section 8.4       Fiscal Year.............................................16
   Section 8.5       Annual Audit............................................16
ARTICLE IX       DIVIDENDS ON STOCK..........................................16
   Section 9.1       Dividends on Stock......................................16
ARTICLE X        CERTIFICATES................................................16
   Section 10.1      Issuance................................................16
   Section 10.2      Certificates for Shares.................................16
   Section 10.3      Statements on Certificates..............................16
   Section 10.4      Lost or Destroyed Certificates..........................16
   Section 10.5      Transfer................................................17
ARTICLE XI       MISCELLANEOUS...............................................17
   Section 11.1      Record Date.............................................17
      11.1.1             Stockholders Meetings...............................17
      11.1.2             Other Actions.......................................17
      11.1.3             Subsequent Transfers and Closing Transfer Books.....17
   Section 11.2      Inspection of Corporate Records.........................17

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      11.2.1             By Stockholders.....................................17
      11.2.2             By Directors........................................18
   Section 11.3      Corporate Seal..........................................18
ARTICLE XII      AMENDMENT OF BYLAWS.........................................18
   Section 12.1      Amendment of Bylaws.....................................18

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                               UNIONBANCORP, INC.

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                                     BYLAWS
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                                    ARTICLE I
                                      NAME

         Section 1.1    Name. The name of this corporation is "UnionBancorp,
Inc."

                                   ARTICLE II
                                     OFFICES

         Section 2.1    Registered Office. The corporation shall at all times
maintain a registered office in the State of Delaware, which, except as
otherwise determined by the Board of Directors of the corporation (the "Board"),
shall be in the City of Wilmington, County of New Castle.

         Section 2.2    Principal Office. The principal office of the
corporation shall be maintained at such place within or without the State of
Delaware as the Board shall designate.

         Section 2.3    Other Offices. The corporation may also have offices at
such other places within or without the State of Delaware as the Board shall
from time to time designate or the business of the corporation shall require.

                                   ARTICLE III
                            MEETINGS OF STOCKHOLDERS

         Section 3.1    Place of Meetings. All annual and special meetings of
stockholders shall be held at such places within or without the State of
Delaware as the Board may determine.

         Section 3.2    Annual Meetings.

                  3.2.1    Time and Place. The regular annual meeting of
         stockholders for the election of directors and for the transaction of
         any other business of the corporation shall be held each year on the
         fourth Tuesday of April, if not a legal holiday, or, if a legal
         holiday, then on the next succeeding day not a Saturday, Sunday or
         legal holiday, or at such other time, date or place as the Board may
         determine.

                  3.2.2    New Business. At the annual meetings, directors shall
         be elected and any other business properly proposed and filed with the
         Secretary of the corporation as in these Bylaws provided may be
         transacted which is within the powers of the stockholders.

                  Any new business to be conducted at the annual meeting of the
         stockholders shall be stated in writing and filed with the Secretary of
         the corporation on or before thirty (30) days in advance of the first

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         anniversary date (month and day) of the previous year's annual meeting,
         and all business so stated, proposed and filed shall, unless prior
         action thereon is required by the Board, be considered at the annual
         meeting. Any stockholder may make any other proposal at the annual
         meeting and the same may be discussed and considered, but unless stated
         in writing and filed with the Secretary of the corporation on or before
         thirty (30) days in advance of the first anniversary date (month or
         day) of the previous year's annual meeting, such proposal may only be
         voted upon at a meeting held at least thirty (30) days after the annual
         meeting at which it is presented. No other proposal may be acted upon
         at the annual meeting. This provision shall not prevent the
         consideration, approval or disapproval at the annual meeting of the
         reports of officers and committees, but in connection with such reports
         no business shall be acted upon at such annual meeting unless stated
         and filed as herein provided.

         Section 3.3    Notice. Written notice stating the place, day and hour
of the meeting and the purpose or purposes for which the meeting of the
stockholders is called shall be given not less than ten (10) nor more than sixty
(60) days before the date of the meeting, either personally or by mail, to each
stockholder of record entitled to vote at such meeting. If mailed, such notice
shall be deemed to be given when deposited in the U.S. mail, postage prepaid,
and addressed to the stockholder at his or her address as it appears on the
records of the corporation as of the record date prescribed in Section 3.9.1 and
Section 11.1.1 of these Bylaws.

         Section 3.4    Nominations For Director. Nominations of candidates for
election as directors at any meeting of stockholders may be made: (a) by, or at
the direction of, a majority of the Corporate Governance and Nominating
Committee of the Board, or, if there is no Corporate Governance and Nominating
Committee of the Board at such time, by a majority of the Board; or (b) by any
stockholder of record entitled to vote at such meeting; provided that only
persons nominated in accordance with procedures set forth in this Section shall
be eligible for election as directors.

         Nominations, other than those made by, or at the direction of, the
Corporate Governance and Nominating Committee or the Board, may only be made
pursuant to timely notice in writing to the Secretary of the corporation as set
forth in this Section 3.4. To be timely, a stockholder's notice shall be
delivered to, or mailed and received by the Secretary of the corporation, for an
annual meeting, not less than sixty (60) days nor more than ninety (90) days in
advance of the first anniversary date (month and day) of the previous year's
annual meeting, and for a special meeting, not less than sixty (60) days nor
more than ninety (90) days in advance of the date (month and day) of the special
meeting, regardless of any postponement or adjournments of that meeting to a
later date. Such stockholder notice shall set forth: (a) as to each person whom
the stockholder proposes to nominate for election as a director: (i) the name,
age, business address and residential address of such person; (ii) the principal
occupation or employment of such person; (iii) the class and number of shares of
the corporation's stock which are beneficially owned by such person on the date
of such stockholder notice; and (iv) any other information relating to such
person that would be required to be disclosed on Schedule 13D pursuant to
Regulation 13D-G under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), in connection with the acquisition of stock, and pursuant to
Regulation 14A under the Exchange Act, in connection with the solicitation of
proxies with respect to nominees for election as directors, regardless of

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whether such person is subject to the provisions of such regulations, including,
but not limited to, information required to be disclosed by Items 4(b) and 6 of
Schedule 14A of Regulation 14A with the Securities and Exchange Commission; and
(b) as to the stockholder giving the notice: (a) the name and address, as they
appear on the corporation's books, of such stockholder and the name and
principal business or residential address of any other beneficial stockholders
known by such stockholder to support such nominees; and (b) the class and number
of shares of the corporation's stock which are beneficially owned by such
stockholder on the date of such stockholder notice and the number of shares
owned beneficially by any other record or beneficial stockholders known by such
stockholder to be supporting such nominees on the date of such stockholder
notice. At the request of the Corporate Governance and Nominating Committee or
the Board, any person nominated by, or at the request of, the Corporate
Governance and Nominating Committee or the Board for election as a director
shall furnish to the Secretary of the corporation that information required to
be set forth in a stockholder's notice of nomination which pertains to the
nominee.

         The Corporate Governance and Nominating Committee or the Board may
reject any nomination by a stockholder not timely made in accordance with the
requirements of this Section 3.4. If the Corporate Governance and Nominating
Committee or the Board determines that the information provided in a
stockholder's notice does not satisfy the informational requirements of this
Section 3.4 in any material respect, the Secretary of the corporation shall
promptly notify such stockholder of the deficiency in the notice. The
stockholder may cure the deficiency by providing additional information to the
Secretary within such period of time, not less than five days from the date such
deficiency notice is given to the stockholder, as the Corporate Governance and
Nominating Committee or the Board shall determine. If the deficiency is not
cured within such period, or if the Corporate Governance and Nominating
Committee or the Board determines that the additional information provided by
the stockholder, together with information previously provided, does not satisfy
the requirements of this Section 3.4 in any material respect, then the Corporate
Governance and Nominating Committee or the Board may reject such stockholder's
notice and the proposed nominations shall not be accepted if presented at the
stockholder meeting to which the notice relates. The Secretary of the
corporation shall notify a stockholder in writing whether his or her nomination
has been made in accordance with the time and informational requirements of this
Section 3.4. Notwithstanding the procedure set forth in this Section 3.4, if
neither the Corporate Governance and Nominating Committee nor the Board makes a
determination as to the validity of any nominations by a stockholder, the
presiding officer of the stockholder's meeting shall determine and declare at
the meeting whether a nomination was not made in accordance with the terms of
this Section 3.4. If the presiding officer determines that a nomination was not
made in accordance with the terms of this Section 3.4, he or she shall so
declare at the meeting and the defective nomination shall not be accepted.

         Section 3.5    Special Meetings. Special meetings of stockholders for
the purpose of taking any action permitted the stockholders by law and the
Certificate of Incorporation of this corporation may be called at any time by at
least 66 2/3% of directors then in office. Except in special cases where other
express provision is made by statute, notice of such special meetings shall be
given in the same manner as for annual meetings of stockholders.

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         Section 3.6    Voting Lists. The officer having charge of the stock
transfer books for shares of the capital stock of the corporation shall make at
least ten (10) days before each meeting of the stockholders a complete list of
the stockholders entitled to vote at such meeting, with the address of and the
number of shares registered in the name of, each stockholder. Such list shall be
subject to inspection by any stockholder, for any purpose germane to the
meeting, at any time during the meeting, either at a place within the city where
the meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified in the notice of the meeting, at the place
where the meeting is to be held. Such list shall also be produced and kept open
at the time and place of the meeting and shall be subject to the inspection of
any stockholder during the whole time of the meeting. The original stock
transfer books shall be prima facie evidence as to who are the stockholders
entitled to examine such list or transfer books or to vote at any meeting of
stockholders.

         Section 3.7    Quorum. A majority of the shares entitled to vote,
represented in person or by proxy, shall constitute a quorum for the transaction
of business at a meeting of the stockholders. The stockholders present at a duly
called or held meeting at which a quorum is present may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum, if any action taken (other than
adjournment) is approved by at least a majority of the shares required to
constitute a quorum.

         Section 3.8    Adjourned Meeting and Notice Thereof. Any stockholders'
meeting, annual or special, whether or not a quorum is present, may be adjourned
from time to time by the vote of a majority of the shares present, whether in
person or represented by proxy, but in the absence of a quorum no other business
may be transacted at such meeting, except as provided in Section 3.7 above. When
any stockholders' meeting, either annual or special, is adjourned for more than
thirty (30) days, or if after the adjournment a new record date is fixed for the
adjourned meeting, notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting. Except as provided above,
it shall not be necessary to give any notice of the adjourned meeting if the
time and place thereof are announced at the meeting at which such adjournment is
taken.

         Section 3.9    Voting.

                  3.9.1    Record Date. Unless a record date for voting purposes
         is fixed as provided in Section 11.1.1 of these Bylaws then, subject to
         the provisions of Section 217 of the General Corporation Law of the
         State of Delaware (the "Delaware General Corporation Law") (relating to
         voting of shares held by fiduciaries, pledgors and joint owners), only
         persons in whose names shares entitled to vote stand on the stock
         records of the corporation at the close of business on the business day
         next preceding the day on which notice of the meeting is given or, if
         such notice is waived, at the close of business on the business day
         next preceding the day on which the meeting of stockholders is held,
         shall be entitled to vote at such meeting, and such day shall be the
         record date for such meeting.

                  3.9.2    Method; Vote Required. Unless otherwise required by
         law, voting may be oral or by written ballot; provided, however, that
         all elections for directors must be by ballot if demanded by a

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         stockholder before such voting begins. Except as provided in Section
         3.7 and except with respect to election of directors, the affirmative
         vote of the majority of the shares represented and voting at a duly
         held meeting at which a quorum is present (which shares voting
         affirmatively also constitute at least a majority of the required
         quorum) shall be the act of the stockholders, unless the vote of a
         greater number or voting by classes is required by the Delaware General
         Corporation Law or the Certificate of Incorporation or these Bylaws.
         Directors shall be elected by a plurality of the votes of the shares
         present in person or represented by proxy at the meeting and entitled
         to vote on the election of directors.

                  3.9.3    Voting of Shares by Certain Holders. Shares standing
         in the name of another corporation may be voted by any officer, agent
         or proxy as the bylaws of such corporation may prescribe, or, in the
         absence of such provision, as the board of directors of such
         corporation may determine. Shares held by an administrator, executor,
         guardian or conservator may be voted by him or her, either in person or
         by proxy, without a transfer of such shares into his or her name.
         Shares standing in the name of a trustee may be voted by the trustee,
         either in person or by proxy, but no trustee shall be entitled to vote
         shares held by him or her without a transfer of such shares into the
         trustee's name.

                  Neither treasury shares of its own stock held by the
         corporation, nor shares held by another corporation, if a majority of
         the shares entitled to vote for the election of directors of such other
         corporation are held directly or indirectly by the corporation, shall
         be voted at any meeting or counted in determining the total number of
         outstanding shares at any given time for purposes of any meeting.

         Section 3.10   Conduct of Meeting. The presiding officer at any meeting
of stockholders, either annual or special, shall be the Chairman of the Board
or, in his or her absence, the President or, in the absence of both the Chairman
of the Board and the President, anyone selected by a majority of the Board. The
secretary at such meetings shall be the Secretary of the corporation or, in his
or her absence, anyone appointed by the presiding officer.

         Section 3.11   Proxies. At all meetings of the stockholders, every
stockholder having the right to vote shall be entitled to vote in person or by
proxy appointed by an instrument in writing and complying with the requirements
of the Delaware General Corporation Law. No proxy shall be valid after the
expiration of three (3) years from the date thereof unless otherwise provided in
the proxy. A duly executed proxy shall be irrevocable if it states that it is
irrevocable and if, and only so long as, it is coupled with an interest in the
stock of the corporation or in the corporation generally which is sufficient in
law to support an irrevocable power.

         Section 3.12   Inspectors of Election. In advance of any meeting of
stockholders, the Board may appoint any persons other than nominees for office
as inspectors of election to act at such meeting or any adjournment thereof. If
inspectors of election are not so appointed, or if any persons so appointed fail
to appear or refuse to act, the presiding officer of any such meeting may, and
on the request of any stockholder or a stockholder's proxy shall, make such
appointment at the meeting. The number of inspectors shall be either one or
three. If appointed at a meeting on the request of one or more stockholders or
proxies, the majority of shares represented in person or by proxy shall

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determine whether one or three inspectors are to be appointed. The duties of
such inspectors shall include: (a) determining the number of shares of stock and
the voting power of each share, the shares of stock represented at the meeting,
the existence of a quorum, and the authenticity, validity and effect of the
proxies; (b) receiving votes, ballots or consents; (c) hearing and determining
all challenges and questions in any way arising in connection with the right to
vote; (d) counting and tabulating all votes or consents; (e) determining the
result; and (f) such acts as may be proper to conduct the election or vote with
fairness to all stockholders.

                                   ARTICLE IV
                                    DIRECTORS

         Section 4.1    Powers. Subject to any limitations imposed by law, the
Certificate of Incorporation and these Bylaws as to actions which shall be
authorized or approved by the stockholders, and subject to the duties of
directors as prescribed thereby, the business and affairs of the corporation
shall be managed and all corporate powers shall be exercised by or under the
direction of the Board.

         Section 4.2    Number and Qualifications. (a) The exact number of
directors shall be fixed from time to time by the Board pursuant to a resolution
adopted of not less than 66 2/3 % of the number of directors which immediately
prior to such change had been fixed, in the manner prescribed herein, by the
Board, subject to the provisions of the Certificate of Incorporation of the
corporation.

         (b)      Notwithstanding any other provisions of the Certificate of
Incorporation of the corporation or these bylaws (and notwithstanding the fact
that some lesser percentage may be specified by law, the certificate of
incorporation or these bylaws of the corporation), any director or the entire
board of directors of the corporation may be removed at any time, but only for
cause and only by the affirmative vote of the holders of not less than 66 2/3 %
of the outstanding shares of stock of the corporation entitled to vote generally
in the election of directors (considered for this purpose as one class) cast at
an annual meeting of stockholders or at a meeting of the stockholders called for
that purpose.

         Section 4.3    Election and Vacancies. Each class of directors to be
elected shall be elected at the annual meeting of the stockholders of the
corporation and shall hold office until their successors are elected and
qualified or until their earlier death, resignation or removal. Any director may
resign at any time upon written notice to the corporation. Thereafter, directors
who are elected at an annual meeting of stockholders, and directors who are
elected in the interim to fill vacancies and newly created directorships, shall
hold office until the next annual meeting of stockholders at which directors of
such class are to be elected and until their successors are elected and
qualified or until their earlier death, resignation or removal. In the interim
between annual meetings of stockholders or of special meetings of stockholders
called for the election of directors and/or for the removal of one or more
directors and for the filling of any vacancy in that connection, newly created
directorships and any vacancies in the board of directors, including vacancies
resulting from the removal of directors, may be filled by the vote of a majority
of the remaining directors then in office, although less than a quorum, or by
the sole remaining director.

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         Section 4.4    Regular Meetings. The Board shall meet regularly at the
time and place designated in a resolution of the Board or by written consent of
all members of the Board, whether within or without the State of Delaware, and
no notice of such regular meetings need be given to the directors.

         Section 4.5    Organization Meeting. Following each annual meeting of
stockholders, the Board shall hold a regular meeting at the place of said annual
meeting or at such other place as shall be fixed by the Board, for the purpose
of organization, election of officers, and the transaction of other business.
Call and notice of such meetings are hereby dispensed with.

         Section 4.6    Special Meetings. Special meetings of the Board may be
called by the Chairman of the Board, the President, the Chief Executive Officer,
the Secretary, or any two directors. Notice of each such meeting shall be given
to each director by the Secretary or by the person or persons calling the
meeting. Such notice shall specify the time and place of the meeting, which may
be within or without the State of Delaware, and the general nature of the
business to be transacted, and no other business may be transacted at the
meeting. Such notice shall be deposited in the mail, postage prepaid, at least
four (4) days prior to the meeting, directed to the address of the director on
the records of the corporation, or delivered in person or by telephone or
telegram, telecopy or other means of electronic transmission to the director at
least 48 hours before the meeting. Notice of a meeting need not be given to any
director who signs a waiver of notice or a consent to holding the meeting, or an
approval of the minutes thereof, whether before or after such meeting, or who
attends the meeting without protesting, prior thereto or at its commencement,
the lack of notice to such director. All such waivers, consents and approvals
shall be filed with the corporate records or made a part of the minutes of the
meeting.

         Section 4.7    Quorum; Majority Action. A majority of the authorized
number of directors shall constitute a quorum for the transaction of business at
any meeting of the Board, but if less than such majority is present at a
meeting, a majority of the directors present may adjourn the meeting from time
to time. Notice of any adjourned meeting shall be given in the same manner as
prescribed in Section 4.6 of these Bylaws. Every act or decision of a majority
of the directors present at a meeting at which a quorum is present, made or done
at a meeting duly held, shall be valid as the act of the Board, unless a greater
number is required by law or the Certificate of Incorporation or these Bylaws.

         Section 4.8    Action Without Meeting. Any action required or permitted
to be taken by the Board or a committee of the Board may be taken without a
meeting if all members of the Board or a committee of the Board shall
individually or collectively consent in writing to such action. Such written
consent or consents shall be filed with the minutes of the proceedings of the
Board and shall have the same force and effect as a unanimous vote of the Board.

         Section 4.9    Telephonic Meetings. Members of the Board may
participate in any regular or special meeting, including meetings of committees
of the Board, through use of conference telephone or similar communications
equipment, so long as all members participating in such meeting can hear one
another. Participation in a meeting pursuant to this section constitutes
presence in person at such meeting.

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         Section 4.10   Fees and Compensation. Fees and compensation of
directors and members of committees for their services, and reimbursement for
expenses, shall be fixed or determined by a resolution of the Board after
considering recommendations of the Corporate Governance and Nominating
Committee. Nothing herein contained shall be construed to preclude any director
from serving the corporation in any other capacity as an officer, employee,
agent or otherwise, and receiving compensation therefor.

         Section 4.11   Removal. A director may be removed only for cause as
determined by the affirmative vote of the holders of at least 66 2/3% of the
shares then entitled to vote in an election of directors, which vote may only be
taken at an annual meeting or a special meeting. Cause for removal shall be
deemed to exist only if the director whose removal is proposed has been
convicted of a felony by a court of competent jurisdiction or has been adjudged
by a court of competent jurisdiction to be liable for gross negligence or
misconduct in the performance of such director's duty to the corporation and
such adjudication is no longer subject to direct appeal.

         Section 4.12   Directors Emeritus/Advisory Directors. The Board of
Directors may by resolution appoint directors emeritus or advisory directors who
shall have such authority and receive such compensation and reimbursement as the
Board of Directors shall provide. Directors emeritus or advisory directors shall
not have the authority to participate by vote in the transaction of business.

                                    ARTICLE V
                                    OFFICERS

         Section 5.1    Executive Officers. The executive officers of the
corporation shall be the Chairman of the Board, the Chief Executive Officer, the
President, each Executive Vice President, the Secretary, the Treasurer, the
Chief Financial Officer and any other individual performing functions similar to
those performed by the foregoing persons, including any Senior Vice President or
Vice President designated by the Board as performing such functions.

         Section 5.2    Election. The officers of the corporation, except such
officers as may be appointed in accordance with the provisions of Section 5.3 or
Section 5.5 of this article shall be chosen annually by the Board. Each officer
shall hold his or her office until he or she shall resign or shall be removed or
otherwise disqualified to serve, or his or her successor shall be elected and
qualified, and shall perform such duties as are prescribed in the Bylaws or as
the Board may from time to time determine.

         Section 5.3    Subordinate Officers. The corporation may have, at the
discretion of the Board, one or more Senior Vice Presidents, Vice Presidents and
Assistant Vice Presidents, one or more Assistant Secretaries, one or more
Assistant Financial Officers and such other officers as may be appointed by the
Board, or by a committee of the Board to which the authority to appoint
subordinate officers has been delegated, each of whom shall hold office for such
period, have such authority and perform such duties as the Board or such
committee may from time to time determine. Any person may hold more than one
office, executive or subordinate.

                                       8
<PAGE>

         Section 5.4    Removal and Resignation. Any officer may be removed,
either with or without cause, by the Board, at any regular or special meeting
thereof, or by any officer upon whom such power of removal may be conferred by
the Board (without prejudice, however, to the rights, if any, of an officer
under any contract of employment with the corporation).

         Any officer may resign at any time by giving written notice to the
Board or to the President or to the Secretary of the corporation, without
prejudice, however, to the rights, if any, of the corporation under any contract
to which such officer is a party. Any such resignation shall take effect at the
date of the receipt or at any later time specified therein.

         Section 5.5    Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filled by the
Board for the unexpired portion of the term.

         Section 5.6    Compensation. The Board shall fix the compensation of
the chief executive officer of the corporation. The compensation of all of the
other officers of the corporation shall be fixed by the Board or by an officer
of the corporation to whom the authority to fix compensation has been delegated
by the Board.

         Section 5.7    Chairman of the Board. The Chairman of the Board shall,
if present, preside at all meetings of the Board and exercise and perform such
other powers and duties as may be from time to time assigned to him or her by
the Board or prescribed by these Bylaws.

         Section 5.8    Chief Executive Officer. Subject to any powers that may
be given by the Board to the Chairman of the Board, the Chief Executive Officer
shall be the chief executive officer of the corporation and shall, subject to
the control of the Board, have general supervision, direction and control of the
business and affairs of the corporation.

         Section 5.9    President. Subject to any powers that may be given by
the Board to the Chairman of the Board and to the Chief Executive Officer, the
President shall be the chief operating officer of the corporation and shall,
subject to the control of the Board, have the general powers and duties of
management usually vested in the office of the president of a corporation, and
shall have such other powers and duties as the Board shall from time to time
prescribe.

         Section 5.10   Chief Financial Officer. The Chief Financial Officer
shall keep and maintain, or cause to be kept and maintained, adequate and
correct accounts of the properties and business transactions of the corporation,
shall receive and keep all the funds of the corporation and shall pay out
corporate funds on the check of the corporation, signed in such manner as shall
be authorized by the Board. The Chief Financial Officer shall have such other
powers and duties as the Board shall from time to time prescribe.

                                       9
<PAGE>

         Section 5.11   Secretary. The Secretary shall keep, or cause to be
kept, minutes of all meetings of the stockholders and Board in a book to be
provided for that purpose, and shall attend to the giving and serving of all
notices of meetings of stockholders and directors, and any other notices
required by law to be given. The Secretary shall be custodian of the corporate
seal, if any, and shall affix the seal to all documents and papers requiring
such seal. The Secretary shall have such other powers and duties as the Board
from time to time shall prescribe.

                                   ARTICLE VI
                                   COMMITTEES

         Section 6.1    Committees of the Board. (1) The Board may designate one
or more committees, each consisting of three or more directors of the
corporation, with such powers and authority as these Bylaws or the Board, by
resolution or by approval of a committee charter, may provide. The Board may
designate one member of the committee to act as chair of the committee.

         (2)      There shall be a standing Audit Committee and a standing
Corporate Governance and Nominating Committee and a standing Compensation
Committee, each consisting entirely of directors who are not employees of the
corporation and who qualify as independent directors ("Independent Directors")
under the standards for Nasdaq National Market issuers or such other exchange or
system upon which the Corporation's securities are listed, quoted or traded
("Nasdaq") and any standards of independence as may be prescribed for purpose of
any federal securities, tax, banking or other laws relating to the committee's
duties and responsibilities. No member of such committee shall be removed except
by majority vote of the Independent Directors then in office.

         (3)      The Board may, by a resolution adopted by a majority of the
authorized number of directors, but shall not be required to, designate an
Executive Committee consisting of three or more directors, one of which shall be
the Chairman of the Board or the Chief Executive Officer, to serve at the
pleasure of the Board. If an Executive Committee is designated, it shall have,
to the extent provided in the resolution of the Board or in these Bylaws, all
the authority of the Board, except with respect to:

                  (a)      Amending the Certificate of Incorporation (except
         that a committee may, to the extent authorized in the resolution or
         resolutions providing for the issuance of shares of stock adopted by
         the Board as provided in Section 151(a) of the Delaware General
         Corporation Law, fix the designations and any of the preferences or
         rights of such shares relating to dividends, redemption, dissolution,
         any distribution of assets of the corporation or the conversion into,
         or the exchange of such shares for, shares of any other class or
         classes or any other series of the same or any other class or classes
         of stock of the corporation or fix the number of shares of any series
         of stock or authorize the increase or decrease of the shares of any
         series);

                  (b)      Adopting an agreement of merger or consolidation
         under Sections 251 or 252 of the Delaware General Corporation Law;

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<PAGE>

                  (c)      Recommending to the stockholders the sale, lease or
         exchange of all or substantially all of the corporation's property and
         assets;

                  (d)      Recommending to the stockholders a dissolution of the
         corporation or a revocation of a dissolution;

                  (e)      Amending the Bylaws of the corporation; and

                  (f)      Unless the resolution, Bylaws, or Certificate of
         Incorporation expressly so provide, no such committee shall have the
         power or authority to declare a dividend, to authorize the issuance of
         stock or to adopt a certificate of ownership and merger pursuant to
         Section 253 of the Delaware General Corporation Law.

         (4)      A committee may by resolution fix the regular meeting date of
such committee, and notice of any such regular meeting date shall be dispensed
with. Special meetings of a committee may be held at the principal office of the
corporation, or at any place which has been designated from time to time by
resolution of the committee or by written consent of all members thereof.
Committee meetings may be called by the Board, by the Chairman of the Board, by
the CEO of the corporation, by the chair of the committee or any two or more
members of such committee. Written notice to the members of a committee of the
time and place of such special meeting shall be given in the manner provided for
the giving of written notice to members of the Board of the time and place of
special meetings of the Board. Vacancies in the membership of a committee may be
filled by the Board. A majority of the authorized number of members of a
committee shall constitute a quorum for the transaction of business; and
transactions of any meeting of a committee, however called and noticed, or
wherever held, shall be as valid as though at a meeting duly held after regular
call and notice, if a quorum is present and if, either before or after the
meeting, each of the members not present signs a written waiver of notice or a
consent to holding such meeting or an approval of the minutes thereof. All such
waivers, consents or approvals shall be filed with the corporation's records or
made a part of the minutes of the meeting.

                                   ARTICLE VII
                                 INDEMNIFICATION

         Section 7.1    Indemnification.

                  7.1.1    Actions, Suits or Proceedings other than by or in the
         Right of the Corporation. The corporation shall indemnify any person
         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 he or
         she is or was a director, officer, employee or agent of the
         corporation, or is or was serving at the request of the corporation as
         a director, officer, employee or agent of another corporation,
         partnership, joint venture, trust or other enterprise, or by reason of
         any action alleged to have been taken or omitted in such capacity,
         against expenses (including attorneys' fees), judgments, fines and
         amounts paid in settlement actually and reasonably incurred by him or
         her or on his or her behalf in connection with such action, suit or
         proceeding and any appeal therefrom, if he or she acted in good faith

                                       11
<PAGE>

         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 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 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 reasonable cause to believe that his or her
         conduct was unlawful.

                  7.1.2    Actions or Suits by or in the right of the
         Corporation. The corporation shall indemnify any person 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 he or she is
         or was a director, officer, employee or agent of the corporation or is
         or was serving or has agreed to serve at the request of the corporation
         as a director, officer, employee or agent of another corporation,
         partnership, joint venture, trust or other enterprise, or by reason of
         any action alleged to have been taken or omitted in such capacity,
         against expenses (including attorneys' fees) actually and reasonably
         incurred by him or her or on his or her behalf in connection with the
         defense or settlement of such action or suit and any appeal therefrom,
         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 Delaware or the court in which such
         action or suit was brought shall determine upon application that,
         despite the adjudication of such liability but in view of all the
         circumstances of the case, such person is fairly and reasonably
         entitled to indemnity for such costs, charges and expenses which the
         Court of Chancery or such other court shall deem proper.

                  7.1.3    Indemnification for Costs, Charges and Expenses of
         Successful Party. Notwithstanding the other provisions of this Section
         7.1, to the extent that a director, officer, employee or agent has been
         successful, on the merits or otherwise, including, without limitation,
         to the extent permitted by applicable law, the dismissal of an action
         without prejudice, in defense of any action, suit or proceeding
         referred to in Sections 7.1.1 and 7.1.2, or in defense of any claim,
         issue or matter therein, he or she shall be indemnified against all
         costs, charges and expenses (including attorneys' fees) actually and
         reasonably incurred by him or her or on his or her behalf in connection
         therewith.

                  7.1.4    Determination of Right to Indemnification. Any
         indemnification under Sections 7.1.1 and 7.1.2, (unless ordered by a
         court) shall be paid by the corporation, if a determination is made (a)
         by the board of directors by a majority vote of the directors who were
         not parties to such action, suit or proceeding, or (b) if such majority
         of disinterested directors so directs, by independent legal counsel in
         a written opinion, or (c) by the stockholders, that indemnification of
         the director or officer is proper in the circumstances because he or
         she has met the applicable standard of conduct set forth in Sections
         7.1.1 and 7.1.2.

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<PAGE>

                  7.1.5    Advance of Costs, Charges and Expenses. Expenses
         (including attorneys' fees) incurred by a person referred to in
         Sections 7.1.1 and 7.1.2 in defending a 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; provided, however, that the payment of such costs, charges
         and expenses incurred by a director or officer in his or her capacity
         as a director or officer (and not in any other capacity in which
         service was or is rendered by such person while a director or officer)
         in advance of the final disposition of such action, suit or proceeding
         shall be made only upon receipt of an undertaking by or on behalf of
         the director or officer to repay all amounts so advanced in the event
         that it shall ultimately be determined that such director or officer is
         not entitled to be indemnified by the corporation as authorized in this
         Article VII. Such costs, charges and expenses incurred by other
         employees and agents may be so paid upon such terms and conditions, if
         any, as the majority of the directors deems appropriate. The majority
         of the directors may, in the manner set forth above, and upon approval
         of such director or officer of the corporation, authorize the
         corporation's counsel to represent such person, in any action, suit or
         proceeding, whether or not the corporation is a party to such action,
         suit or proceeding.

                  7.1.6    Procedure for Indemnification. Any indemnification
         under Sections 7.1.1, 7.1.2 and 7.1.3, or advance of costs, charges and
         expenses under Section 7.1.5, shall be made promptly, and in any event
         within 60 days, upon the written request of the director, officer,
         employee or agent. The right to indemnification or advances as granted
         by this Article VII shall be enforceable by the director, officer,
         employee or agent in any court of competent jurisdiction, if the
         corporation denies such request, in whole or in part, or if no
         disposition thereof is made within 60 days. Such person's costs and
         expenses incurred in connection with successfully establishing his or
         her right to indemnification, in whole or in part, in any such action
         shall also be indemnified by the corporation. It shall be a defense to
         any such action (other than an action brought to enforce a claim for
         the advance of costs, charges and expenses under Section 7.1.5, where
         the required undertaking, if any, has been received by the corporation)
         that the claimant has not met the standard of conduct set forth in
         Sections 7.1.1 and 7.1.2, but the burden of proving such defense shall
         be on the corporation. Neither the failure of the corporation
         (including its board of directors, its independent legal counsel and
         its stockholders) to have made a determination prior to the
         commencement of such action that indemnification of the claimant is
         proper in the circumstances because he or she has met the applicable
         standard of conduct set forth in Sections 7.1.1 and 7.1.2, nor the fact
         that there has been an actual determination by the corporation
         (including its board of directors, its independent legal counsel and
         its stockholders) that the claimant has not met such applicable
         standard of conduct, shall be a defense to the action or create a
         presumption that the claimant has not met the applicable standard of
         conduct.

                  7.1.7    Settlement. The corporation shall not be obligated to
         reimburse the costs of any settlement to which it has not agreed. If in
         any action, suit or proceeding, including any appeal, within the scope

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<PAGE>

         of Sections 7.1.1 and 7.1.2, the person to be indemnified shall have
         unreasonably failed to enter into a settlement thereof offered or
         assented to by the opposing party or parties in such action, suit or
         proceeding, then, notwithstanding any other provision hereof, the
         indemnification obligation of the corporation to such person in
         connection with such action, suit or proceeding shall not exceed the
         total of the amount at which settlement could have been made and the
         expenses incurred by such person prior to the time such settlement
         could reasonably have been effected.

         Section 7.2    Subsequent Amendment. No amendment, termination or
repeal of this Article VII or of relevant provisions of the Delaware General
Corporation Law or any other applicable law shall affect or diminish in any way
the rights of any director or officer of the corporation to indemnification
under the provisions hereof with respect to any action, suit or proceeding
arising out of, or relating to, any actions, transactions or facts occurring
prior to the final adoption of such amendment, termination or repeal.

         Section 7.3    Other Rights; Continuation of Right to Indemnification.
The indemnification provided by this Article VII shall not be deemed exclusive
of any other rights to which a director, officer, employee or agent seeking
indemnification may be entitled under any law (common or statutory), agreement,
vote of stockholders or disinterested directors or otherwise, both as to action
in his or her official capacity and as to action in any other capacity while
holding office or while employed by or acting as agent for the corporation, and
shall continue as to a person who has ceased to be a director, officer, employee
or agent, and shall inure to the benefit of the estate, heirs, executors and
administrators of such person. Nothing contained in this Article VII shall be
deemed to prohibit, and the corporation is specifically authorized to enter
into, agreements with officers and directors providing indemnification rights
and procedures different from those set forth herein. All rights to
indemnification under this Article VII shall be deemed to be a contract between
the corporation and each director or officer of the corporation who serves or
served in such capacity at any time while this Article VII is in effect. The
corporation shall not consent to any acquisition, merger, consolidation or other
similar transaction unless the successor corporation assumes by operation of law
or by agreement the obligations set forth in this Article VII.

         Section 7.4    Insurance. The corporation shall have the power to
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against him or her and incurred by him or her in
any such capacity, or arising out of his or her status as such, whether or not
the corporation would have the power to indemnify him or her against such
liability under this Article VII.

         Section 7.5    Certain Definitions. For purposes of this Article VII:

                  (i)      references to "the corporation" shall include, in
         addition to the resulting corporation, any constituent corporation
         (including any constituent of a constituent) absorbed in a
         consolidation or merger which, if its separate existence had continued,

                                       14
<PAGE>

         would have had the power and authority to indemnify its directors,
         officers, employees or agents, so that any person who is or was a
         director, officer, employee or agent of such constituent corporation,
         or is or was serving at the request of such constituent corporation as
         a director, officer, employee or agent of another corporation,
         partnership, joint venture, trust or other enterprises, shall stand in
         the same position under this Article VII with respect to the resulting
         or surviving corporation as he or she would have with respect to such
         constituent corporation if its separate existence had continued;

                  (ii)     references to "other enterprises" shall include
         employee benefit plans;

                  (iii)    references to "fines" shall include any excise taxes
         assessed on a person with respect to an employee benefit plan;

                  (iv)     references to "serving at the request of the
         corporation" shall include any service as a director, officer, employee
         or agent of the corporation which imposes duties on, or involves
         services by, such director, officer, employee or agent with respect to
         an employee benefit plan, its participants or beneficiaries; and

                  (v)      a person who acted in good faith and in a manner he
         or she reasonably believed to be in the interest of the participants
         and beneficiaries of an employee benefit plan shall be deemed to have
         acted in a manner "not opposed to the best interests of the
         corporation, " as referred to in this Article VII.

         Section 7.6    Savings Clause. If this Article VII or any portion
hereof shall be invalidated on any ground by any court of competent
jurisdiction, then the corporation shall nevertheless indemnify each director or
officer of the corporation as to any costs, charges, expenses (including
attorney's fees), judgments, fines and amounts paid in settlement with respect
to any action, suit or proceeding, whether civil, criminal, administrative or
investigative, including an action by or in the right of the corporation, to the
full extent permitted by any applicable portion of this Article VII that shall
not have been invalidated and to the full extant permitted by applicable law.

         Section 7.7    Subsequent Legislation. If the Delaware General
Corporation Law is amended after the date hereof to further expand the
indemnification permitted to directors and officers of the corporation, then the
corporation shall indemnify such person to the fullest extent permitted by the
Delaware General Corporation Law, as so amended.

                                  ARTICLE VIII
                               RECORDS AND REPORTS

         Section 8.1    Records. The corporation shall maintain adequate and
correct books and records of account of its business and properties.

         Section 8.2    Checks and Drafts. All checks, drafts and other orders
for payment of money, notes or other evidences of indebtedness, issued in the
name of or payable to the corporation, shall be signed or endorsed by such
person or persons and in such manner as shall be determined from time to time by
resolution of the Board.

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<PAGE>

         Section 8.3    Execution of Instruments. The Board may authorize any
officer or officers or agent or agents to enter into any contract or execute any
instrument in the name of and on behalf of the corporation. Such authority may
be general or confined to specific instances. Unless so authorized by the Board,
no officer, agent or employee shall have any power or authority to bind the
corporation by any contract or engagement, or to pledge its credit, or to render
it liable for any purpose or for any amount.

         Section 8.4    Fiscal Year. The fiscal year of the corporation shall be
a December 31 fiscal year.

         Section 8.5    Annual Audit. The corporation shall be subject to an
annual audit as of the end of its fiscal year by independent accountants
appointed by, and responsible to, the Board.

                                   ARTICLE IX
                               DIVIDENDS ON STOCK

         Section 9.1    Dividends on Stock. Subject to applicable law, the
Certificate of Incorporation and these Bylaws, the Board may, from time to time,
declare, and the corporation may pay, dividends on the outstanding shares of
capital stock of the corporation.

                                    ARTICLE X
                                  CERTIFICATES

         Section 10.1   Issuance. The corporation, as authorized by the Board,
may issue any and all forms of certificates of stock not inconsistent with law.

         Section 10.2   Certificates for Shares. Every holder of shares of the
stock of the corporation or shares of any other class or series of stock that
may be validly authorized and issued by the corporation shall be entitled to
have a certificate signed in the name of the corporation by the Chairman of the
Board or the President or a Vice President and by the Treasurer or an Assistant
Treasurer or the Secretary or an Assistant Secretary, certifying the number of
shares and the class or series of shares owned by the stockholder. Any of the
signatures on the certificate may be a facsimile. In case any officer, transfer
agent or registrar who has signed or whose facsimile signature has been placed
upon a certificate shall have ceased to be such officer, transfer agent or
registrar before such certificate is issued, it may be issued by the corporation
with the same effect as if such person were an officer, transfer agent or
registrar at the date of issue.

         Section 10.3   Statements on Certificates. Any certificates for shares
of stock shall contain such legend or other statement as may be required by law
or applicable rule or regulation, by these Bylaws or by any agreements between
the corporation and the issue thereof.

         Section 10.4   Lost or Destroyed Certificates. In case any certificate
for stock or other security issued by this corporation is lost or destroyed, the
Board may authorize the issuance of a new certificate or instrument therefor, on
such terms and conditions as it may determine, after proof of such loss or

                                       16
<PAGE>

destruction satisfactory to the Board. The Board may require a bond or other
security in an adequate amount as indemnity for any such certificate or
instrument when, in the Board's judgment, it is proper to do so.

         Section 10.5   Transfer. Stock of the corporation shall be transferable
on the books of the corporation by the person named in the certificate, or by
the person entitled thereto, on surrender of the certificate for cancellation,
accompanied by proper evidence of succession, assignment or authority to
transfer. The corporation shall be entitled to treat the holder of record of any
stock certificate as owner thereof, and, accordingly, shall not be bound to
recognize any equitable or other claim to, or interest in, such stock 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.

                                   ARTICLE XI
                                  MISCELLANEOUS

         Section 11.1   Record Date.

                  11.1.1   Stockholders Meetings. In order that the corporation
         may determine the stockholders entitled to notice of or to vote at any
         meeting of stockholders or adjournment thereof, the Board may fix, in
         advance, a record date, which shall not be more than sixty (60) nor
         less than ten (10) days before the date of such meeting. A
         determination of stockholders of record entitled to notice of or to
         vote at a meeting of stockholders shall apply to any adjournment of the
         meeting; provided, however, that the Board may fix a new record date
         for the adjourned meeting.

                  11.1.2   Other Actions. In order that the corporation may
         determine the stockholders entitled to receive payment of any dividend
         or other distribution or allotment of any rights or the stockholders
         entitled to exercise any rights in respect of any change, conversion or
         exchange of stock, the Board may fix, in advance, a record date, which
         shall not be more than sixty (60) days prior to such action.

                  11.1.3   Subsequent Transfers and Closing Transfer Books. When
         a record date is fixed, only stockholders of record at the close of
         business on that date are entitled to notice and to vote or to receive
         the dividend, distribution or allotment of rights or to exercise the
         rights, as the case may be, notwithstanding any transfer of any shares
         on the books of the corporation after the record date, except as
         otherwise provided in the Certificate of Incorporation or by agreement
         or in the Delaware General Corporation Law. The Board may close the
         books of the corporation against transfers of shares during the whole,
         or any part, of any such period.

         Section 11.2   Inspection of Corporate Records.

                  11.2.1   By Stockholders. Any stockholder, in person or by
         attorney or other agent, shall, upon written demand under oath stating
         the purpose thereof, have the right during the usual hours of business
         to inspect for any proper purpose the corporation's stock ledger, a
         list of its stockholders, and its other books and records, and to make
         copies or extracts therefrom. A proper purpose shall mean a purpose

                                       17
<PAGE>

         reasonably related to such person's interest as a stockholder. In every
         instance where an attorney or other agent shall be the person who seeks
         the right to inspection, the demand under oath shall be accompanied by
         a power of attorney or such other writing which authorizes the attorney
         or other agent to so act on behalf of the stockholder.

                  11.2.2   By Directors. Each director shall have the right at
         any reasonable time to inspect all books, records, documents of every
         kind, and the physical properties of the corporation. The inspection
         may be made in person or by agent or attorney, and the right of
         inspection includes the right to make extracts and copies thereof.

         Section 11.3   Corporate Seal. The corporate seal of the corporation,
if any, shall be in such form as the Board shall prescribe.

                                   ARTICLE XII
                               AMENDMENT OF BYLAWS

         Section 12.1   Amendment of Bylaws. These Bylaws may be adopted,
amended or repealed by the affirmative vote of the holders of at least 66 2/3%
of the total votes eligible to be cast at a legal meeting of the stockholders or
by a resolution adopted by a majority of the directors then in office.

                                       18