<PAGE>

                                                                 Exhibit 3.2

                              AMENDED AND RESTATED
                                     BYLAWS

                                       OF

                         WORLDGATE COMMUNICATIONS, INC.
                            (A DELAWARE CORPORATION)


                                    ARTICLE 1
                                     OFFICES

               Section 1.01. OFFICES. The Corporation may have offices at such
places both within and without the State of Delaware as the Board of Directors
may from time to time determine or the business of the Corporation may require.

                                    ARTICLE 2
                            MEETINGS OF STOCKHOLDERS

               Section 2.01. PLACE OF MEETING. Meetings of the stockholders
shall be held at such place, within the State of Delaware or elsewhere, as may
be fixed from time to time by the Board of Directors. If no place is so fixed
for a meeting, it shall be held at the Corporation's then principal executive
office.

               Section 2.02. ANNUAL MEETING. The annual meeting of stockholders
shall be held, unless the Board of Directors shall fix some other hour or date
therefor, at 10:00 o'clock A.M. on the last Thursday in May in each year, if not
a legal holiday under the laws of Delaware, and, if a legal holiday, then on the
next succeeding secular day not a legal holiday under the laws of Delaware, at
which the stockholders shall elect by plurality vote a Board of Directors, and
transact such other business as may properly be brought before the meeting,
provided that notice of any such matter to be brought before the meeting by any
stockholder shall have been given to the Corporation as provided in Section 2.09
of these Bylaws.

               Section 2.03. NOTICE OF ANNUAL MEETINGS. Written notice of the
annual meeting stating the place, date and hour of the meeting shall be given to
each stockholder entitled to vote at such meeting not less than 10 days nor more
than 60 days before the date of the meeting.

               Section 2.04. LIST OF STOCKHOLDERS. The officer who has charge of
the stock ledger of the Corporation shall prepare and make, at least 10 days
before every meeting of stockholders, a complete list of stockholders entitled
to vote at the meeting,


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arranged in alphabetical order, and showing the address of each stockholder and
the number of shares registered in the name of each stockholder. Such list shall
be open to the examination of any stockholder, for any purpose germane to the
meeting, during ordinary business hours, for a period of at least 10 days prior
to the meeting, either at a place within the city where the meeting is to be
held, which place shall be so specified in the notice of the meeting, or, if not
so specified, at the place where the meeting is to be held. 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 2.05. SPECIAL MEETINGS. Special meetings of the
stockholders, for any purpose or purposes, unless otherwise prescribed by
statute or by the Certificate of Incorporation, may be called by the Chairman of
the Board or the President and shall be called by the President or Secretary at
the request in writing of a majority of the Board of Directors. Such request
shall state the purpose or purposes of the proposed meeting. Business transacted
at any special meeting of stockholders shall be limited to the purposes stated
in the notice, provided that notice of any such matter to be brought before the
meeting by any stockholder shall have been given to the Corporation as provided
in Section 2.09 of these Bylaws.

               Section 2.06. NOTICE OF SPECIAL MEETINGS. Written notice of a
special meeting stating the place, date and hour of the meeting and the purpose
or purposes for which the meeting is called, shall be given to each stockholder
entitled to vote at such meeting not less than 10 days nor more than 60 days
before the date of the meeting.

               Section 2.07. QUORUM; VOTING. The holders of a majority of the
stock issued and outstanding and entitled to vote thereat, present in person or
represented by proxy, shall constitute a quorum at all meetings of the
stockholders for the transaction of business except as otherwise provided by
statute or by the Certificate of Incorporation. If, however, such quorum shall
not be present or represented at any meeting of 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 a quorum shall be present or
represented. At such adjourned meeting at which a quorum shall be present or
represented any business may be transacted which might have been transacted at
the meeting as originally notified. 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 the adjourned meeting shall be given to each



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stockholder of record entitled to vote at the meeting. When a quorum is present
at any meeting, except for elections of directors, which shall be decided by
plurality vote, the vote of the holders of a majority of the stock having voting
power present in person or represented by proxy shall decide any question
brought before such meeting, unless the question is one upon which by express
provision of statute or of the Certificate of Incorporation, a different vote is
required, in which case such express provision shall govern and control the
decision of such question. Unless otherwise provided in the Certificate of
Incorporation, each stockholder shall at every meeting of stockholders be
entitled to one vote in person or by proxy for each share of the capital stock
having voting power held by such stockholder, but no shares shall be voted
pursuant to a proxy more than three years after the date of the proxy unless the
proxy provides for a longer period.

               Section 2.08. ACTION WITHOUT A MEETING. Unless otherwise
restricted by the Certificate of Incorporation, any action required or permitted
to be taken at any annual or special meeting of stockholders may be taken
without a meeting, without prior notice and without a vote, if a consent or
consents in writing setting forth the action so taken shall be signed by the
holders of outstanding stock having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present and voted and shall be
delivered to the corporation by delivery to its registered office in the State,
its principal place of business, or an officer or agent of the corporation
having custody of the book in which proceedings of meetings of stockholders are
recorded. Delivery made to a corporation's registered office shall be by hand or
by certified or registered mail, return receipt requested. Every written consent
shall bear the date of signature of each stockholder who signs the consent and
no written consent shall be effective to take the corporate action referred to
therein unless, within sixty days after the earliest dated consent delivered in
the manner required by this Section to the corporation, written consents signed
by a sufficient number of stockholders to take action are delivered in the
manner required by this Section to the Corporation. Prompt notice of the taking
of the corporate action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented in writing and who,
if the action had been taken at a meeting, would have been entitled to notice of
the meeting if the record date for such meeting had been the date that written
consents signed by a sufficient number of stockholders to take the action were
delivered to the Corporation.



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               "Section 2.09.NOTICE OF STOCKHOLDER NOMINATIONS AND OTHER
PROPOSED STOCKHOLDER ACTION.

               (a)    ANNUAL MEETINGS OF STOCKHOLDERS.

                      (i) Nominations of persons for election as directors and
               the proposal of matters to be considered and voted on by the
               stockholders at an annual meeting of stockholders may be made
               only (A) by or at the direction of the Board of Directors, or (B)
               by any stockholder of the Corporation who was a stockholder of
               record at the time of giving the notice required by this Section
               and who shall be entitled to vote at the meeting (or a duly
               authorized proxy therefor) and who complies with the notice
               procedures set forth in this Section.

                      (ii) For nominations or other proposals to be properly
               brought before an annual meeting of stockholders by a stockholder
               pursuant to paragraph (a)(i) of this Section, the stockholder
               must have given timely notice thereof (including the information
               required hereby) in writing to the Secretary of the Corporation
               and any such proposal must otherwise be a proper matter for
               stockholder action. To be timely, a stockholder's notice shall be
               delivered to the Secretary at the principal executive offices of
               the Corporation not later than the close of business on the 90th
               calendar day nor earlier than the close of business on the 120th
               calendar day prior to the first anniversary of the preceding
               year's annual meeting; provided, however, that in the event that
               the date of the annual meeting is more than 30 calendar days
               before or more than 60 calendar days after such anniversary date,
               notice by the stockholder to be timely must be so delivered not
               earlier than the close of business on the 120th calendar day
               prior to such annual meeting and not later than the close of
               business on the later of the 90th calendar day prior to such
               annual meeting or the 10th calendar day following the calendar
               day on which public announcement of the date of such meeting is
               first made by the Corporation. In no event shall the public
               announcement of an adjournment of an annual meeting commence a
               new time period for the giving of a stockholder's notice of a
               nomination or proposed action as described above. Such
               stockholder's notice shall set forth: (A) as to each person whom
               the stockholder proposes to nominate for election or reelection
               as a director, all information relating to such person that is
               required to be disclosed in solicitations of proxies



                                      -4-
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               for election of directors in an election contest, or is otherwise
               required, in each case pursuant to Regulation 14A under the
               Securities Exchange Act of 1934, as amended (the "Exchange Act"),
               and Rule 14a-11 thereunder (or any successor provision of law),
               including such person's written consent to being named as a
               nominee and to serving as a director if elected; (B) as to any
               other business that the stockholder proposes to bring before the
               meeting, a brief description of the business desired to be
               brought before the meeting, the reasons for conducting such
               business at the meeting and any material interest in such
               business of such stockholder and of any of such stockholder's
               affiliates (as defined below) and of any person who is the
               beneficial owner (as defined below), if any, of such stock; and
               (C) as to the stockholder giving the notice and each beneficial
               owner, if any, of such stock, the name and address of such
               stockholder, as they appear on the Corporation's stock ownership
               records, and the name and address of each beneficial owner of
               such stock and the class and number of shares of capital stock
               the Corporation which are owned of record or beneficially by each
               such person.

                      (iii) Notwithstanding anything in the second sentence of
               paragraph (a)(ii) of this Section to the contrary, in the event
               that the number of directors to be elected to the Board of
               Directors of the Corporation at an annual meeting of stockholders
               is increased and there is no public announcement by the
               Corporation specifying the increased size of the Board of
               Directors at least 100 calendar days prior to the first
               anniversary of the preceding year's annual meeting, a
               stockholder's notice required by this Section shall also be
               considered timely, but only with respect to nominees for any new
               positions created by such increase, if it shall be delivered to
               the Secretary of the Corporation at the principal executive
               offices of the Corporation not later than the close of business
               on the 10th calendar day following the day on which such public
               announcement is first made by the Corporation.

               (b) SPECIAL MEETINGS OF STOCKHOLDERS. Only such business shall be
        conducted at a special meeting of stockholders as shall have been
        brought before the meeting pursuant to the Corporation's notice of
        meeting under Section 2.06 of these Bylaws. Nominations of persons for
        election to the Board of Directors at a special meeting of stockholders
        at which directors are to be elected pursuant to the Corporation's
        notice of meeting may be made only (i)



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        by or at the direction of the Board of Directors or (ii) provided that
        the Board of Directors has determined that directors shall be elected
        at such meeting, by any stockholder of the Corporation who is a
        stockholder of record at the time of giving the notice required by this
        Section and who shall be entitled to vote at the meeting (or a duly
        authorized proxy therefor) and who complies with the notice procedures
        set forth in this Section. In the event the Corporation calls a special
        meeting of stockholders for the purpose of electing one or more
        directors to the Board of Directors, for nominations to be properly
        brought before the special meeting by a stockholder pursuant to this
        paragraph, the stockholder must give notice thereof containing the
        information required in the case of a nomination to be made by a
        stockholder at an annual meeting of stockholders by paragraph (a)(ii)
        of this Section to the Secretary of the Corporation at the principal
        executive offices of the Corporation not earlier than the close of
        business on the 120th calendar day prior to such special meeting and
        not later than the close of business on the later of the 90th calendar
        day prior to such special meeting or the 10th calendar day following
        the day on which public announcement is first made of the date of the
        special meeting and of the nominees proposed by the Board of Directors
        to be elected at such meeting. In no event shall the public
        announcement of an adjournment of a special meeting commence a new time
        period for the giving of a stockholder's notice of a nomination as
        described above.

               (c)    GENERAL.

                      (i) Only such persons who are nominated in accordance with
               the procedures set forth in this Section shall be eligible to
               serve as directors and only such business shall be conducted at a
               meeting of stockholders as shall have been brought before the
               meeting in accordance with the procedures set forth in this
               Section. Except as otherwise provided by law, the Certificate of
               Incorporation or these Bylaws, the Chairman of the meeting shall
               have the power and duty to determine whether a nomination or any
               business proposed to be brought before the meeting was made or
               proposed, as the case may be, in accordance with the procedures
               set forth in this Section and, if any proposed nomination or
               business is not in compliance with this Section, to declare that
               such defective proposal or nomination shall be disregarded.

                      (ii) For purposes of this Section, "affiliate" in respect
               of a person shall mean another person who



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               controls, is controlled by or is under common control with such
               person and the term "beneficially owns" (and variations thereof)
               shall have the same meaning as when used in Section 13(d) of the
               Exchange Act and Regulation 13D-G thereunder (or any successor
               provision of law). For purposes of this Section, "public
               announcement" shall mean disclosure in a press release reported
               by the Dow Jones News Service, Associated Press or comparable
               national news service or in a document publicly filed by the
               Corporation with the Securities and Exchange Commission pursuant
               to Section 13, 14 or 15(d) of the Exchange Act.

                      (iii) Notwithstanding the foregoing provisions of this
               Section, (A) a stockholder shall also be required to comply with
               all applicable requirements of the Exchange Act and the rules and
               regulations thereunder with respect to the matters set forth in
               this Section and nothing contained herein shall constitute a
               waiver by the Corporation or any stockholder of compliance
               therewith and (B) nothing in this Section shall be deemed to
               affect any rights of (I) stockholders to request inclusion of
               proposals in the Corporation's proxy statement pursuant to Rule
               14a-8 under the Exchange Act (or any successor provision of law)
               or (II) holders of any series of preferred stock to elect
               directors in accordance with the provision of an applicable
               preferred stock designation.

        (d)    Notwithstanding the foregoing provisions of this Section, any
               common stockholder who, together with its affiliates, owns
               shares of common stock entitled to exercise a majority of the
               voting power which all outstanding shares of the Corporation
               entitled to vote generally in the election of directors are
               entitled to exercise in the election of directors may nominate
               one or more individuals for election as directors by giving to
               the Secretary of the Corporation in writing notice only of the
               name and business or residence address of its nominee or
               nominees, including each such individual's written consent to
               being named as a nominee and to serving as a director if
               elected, not later than five days before the day on which the
               meeting for the election of directors is scheduled to be held."



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                                    ARTICLE 3
                                    DIRECTORS

               Section 3.01. NUMBER AND TERM OF OFFICE. The number of directors
of the Corporation shall be such number as shall be designated from time to time
by resolution of the Board of Directors and initially shall be two. The
directors shall be elected at the annual meeting of the stockholders, except as
provided in Section 3.02 hereof. Each director elected shall hold office for a
term of one year and shall serve until his successor is elected and qualified or
until his earlier death, resignation or removal.
Directors need not be stockholders.

               Section 3.02. VACANCIES. Vacancies and newly created
directorships resulting from any increase in the authorized number of directors
may be filled by a majority of the directors then in office, though less than a
quorum, or by a sole remaining director, and the directors so chosen shall hold
office until the next annual election and until their successors are duly
elected and shall qualify, unless sooner displaced. If there are no directors in
office, then an election of directors may be held in the manner provided by
statute. If, at the time of filling any vacancy or any newly created
directorship, the directors then in office shall constitute less than a majority
of the whole board (as constituted immediately prior to any such increase), the
Court of Chancery may, upon application of any stockholder or stockholders
holding at least 10 percent of the total number of the shares at the time
outstanding having the right to vote for such directors, summarily order an
election to be held to fill any such vacancies or newly created directorships,
or to replace the directors chosen by the directors then in office.

               Section 3.03. RESIGNATIONS. Any director may resign at any time
by giving written notice to the Board of Directors, the Chairman of the Board,
if there is one, the President, or the Secretary. Such resignation shall take
effect at the time of receipt thereof or at any later time specified therein;
and, unless otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective.

               Section 3.04. DIRECTION OF MANAGEMENT. The business of the
Corporation shall be managed under the direction of its Board of Directors,
which may exercise all such powers of the Corporation and do all such lawful
acts and things as are not by statute or by the Certificate of Incorporation or
by these Bylaws directed or required to be exercised or done by the
stockholders.

               Section 3.05. PLACE OF MEETINGS. The Board of Directors of the
Corporation may hold meetings, both regular and special, either within or
without the State of Delaware.



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               Section 3.06. ANNUAL MEETING. Immediately after each annual
election of directors, the Board of Directors shall meet for the purpose of
organization, election of officers, and the transaction of other business, at
the place where such election of directors was held or, if notice of such
meeting is given, at the place specified in such notice. Notice of such meeting
need not be given. In the absence of a quorum at said meeting, the same may be
held at any other time and place which shall be specified in a notice given as
hereinafter provided for special meetings of the Board of Directors, or as shall
be specified in a written waiver signed by the directors, if any, not attending
and participating in the meeting.

               Section 3.07. REGULAR MEETINGS. Regular meetings of the Board of
Directors may be held without notice at such time and place as shall from time
to time be determined by the Board.

               Section 3.08. SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called by the Chairman of the Board, if there is one, or the
President on 2 days' notice to each director; either personally (including
telephone), or by telecopy addressed as provided in Section 4.01; special
meetings shall be called by the Chairman of the Board, if there is one, or the
President or the Secretary in like manner and on like notice on the written
request of two directors.

               Section 3.09. QUORUM; VOTING. At all meetings of the Board, a
majority of the directors shall constitute a quorum for the transaction of
business; and at all meetings of any committee of the Board, a majority of the
members of such committee shall constitute a quorum for the transaction of
business. The act of a majority of the directors present at any meeting of the
Board of Directors or any committee thereof at which there is a quorum present
shall be the act of the Board of Directors or such committee, as the case may
be, except as may be otherwise specifically provided by statute or by the
Certificate of Incorporation. If a quorum shall not be present at any meeting of
the Board of Directors or committee thereof, the directors present thereat may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present.

               Section 3.10. ACTION WITHOUT A MEETING. Any action required or
permitted to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting, if all members of the Board or
committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Board or committee.



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               Section 3.11. PARTICIPATION IN MEETINGS. One or more directors
may participate in any meeting of the Board or committee thereof by means of
conference telephone or similar communications equipment by which all persons
participating can hear each other.

               Section 3.12. COMMITTEES OF DIRECTORS. The Board of Directors may
designate one or more committees, each committee to consist of one or more of
the directors of the Corporation. The Board may designate one or more directors
as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee. Any such committee, to the
extent provided in the resolution of the Board of Directors or in these bylaws,
shall have and may exercise all of the powers and authority of the Board of
Directors and may authorize the seal of the Corporation to be affixed to all
papers which may require it, but no such committee shall have the power or
authority in reference to the following matters: (i) approving or adopting, or
recommending to the stockholders, any action or matter expressly required by the
Delaware General Corporation Law to be submitted to stockholders for approval or
(ii) adopting, amending or repealing any bylaw of the Corporation. Such
committee or committees shall have such name or names as may be determined from
time to time by resolution adopted by the Board of Directors. Each committee
shall keep regular minutes of its meetings and report the same to the Board of
Directors when requested.

               Section 3.13. COMPENSATION OF DIRECTORS. Each director shall be
entitled to receive such compensation, if any, as may from time to time be fixed
by the Board of Directors. Members of special or standing committees may be
allowed like compensation for attending committee meetings. Directors may also
be reimbursed by the Corporation for all reasonable expenses incurred in
traveling to and from the place of each meeting of the Board or of any such
committee or otherwise incurred in the performance of their duties as directors.
No payment referred to herein shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor.



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                                    ARTICLE 4
                                     NOTICES

               Section 4.01. NOTICES. Whenever, under the provisions of law or
of the Certificate of Incorporation or of these Bylaws, notice is required to be
given to any director or stockholder, such requirement shall not be construed to
necessitate personal notice. Subject to Section 3.08, such notice may in every
instance be effectively given by depositing a writing in a post office or letter
box, in a postpaid, sealed wrapper, or by dispatching a prepaid telegram, cable,
telecopy or telex or by delivering a writing in a sealed wrapper prepaid to a
courier service guaranteeing delivery within 2 business days, in each case
addressed to such director or stockholder, at his address as it appears on the
records of the Corporation in the case of a stockholder and at his business
address (unless he shall have filed a written request with the Secretary that
notices be directed to a different address) in the case of a director. Such
notice shall be deemed to be given at the time it is so dispatched.

               Section 4.02. WAIVER OF NOTICE. Whenever, under the provisions of
law or of the Certificate of Incorporation or of these Bylaws, notice is
required to be given, a waiver thereof in writing, signed by the person or
persons entitled to said notice, whether before or after the time of the event
for which notice is to be given, shall be deemed equivalent thereto. Neither the
business nor the purpose of any meeting need be specified in such a waiver.

                                    ARTICLE 5
                                    OFFICERS

               Section 5.01. NUMBER. The officers of the Corporation shall be a
Chairman of the Board, a President, a Secretary and a Treasurer, and may also
include one or more Vice Presidents, one or more Assistant Secretaries and
Assistant Treasurers, and such other officers as may be elected by the Board of
Directors. Any number of offices may be held by the same person.

               Section 5.02. ELECTION AND TERM OF OFFICE. The officers of the
Corporation shall be elected by the Board of Directors. Officers shall hold
office at the pleasure of the Board.

               Section 5.03. REMOVAL. Any officer may be removed at any time by
the Board of Directors. Any vacancy occurring in any office of the Corporation
may be filled by the Board of Directors.



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               Section 5.04. CHAIRMAN OF THE BOARD. The Chairman of the Board
shall preside at all meetings of the Board of Directors and shall perform such
other duties, if any, as may be specified by the Board from time to time.

               Section 5.05. PRESIDENT. The President shall be the chief
executive officer of the Corporation and shall have overall responsibility for
the management of the business and operations of the Corporation and shall see
that all orders and resolutions of the Board are carried into effect. In the
absence of the Chairman of the Board he shall preside over meetings of the Board
of Directors. In general, he shall perform all duties incident to the office of
President, and such other duties as from time to time may be assigned to him by
the Board.

               Section 5.06. VICE PRESIDENTS. The Vice Presidents shall perform
such duties and have such authority as may be specified in these Bylaws or by
the Board of Directors or the President. In the absence or disability of the
President, the Vice Presidents, in order of seniority established by the Board
of Directors or the President, shall perform the duties and exercise the powers
of the President.

               Section 5.07. SECRETARY. The Secretary shall attend all meetings
of the Board of Directors and all meetings of the stockholders and record all
the proceedings of the meetings of the stockholders and of the Board of
Directors in a book to be kept for that purpose and shall perform like duties
for the standing committees when required. He shall give, or cause to be given,
notice of all meetings of the stockholders and special meetings of the Board of
Directors, and shall perform such other duties as may be prescribed by the Board
of Directors or the President. He shall have custody of the corporate seal of
the Corporation and he, or an Assistant Secretary, shall have authority to affix
the same to any instrument, and when so affixed it may be attested by his
signature or by the signature of such Assistant Secretary. The Board of
Directors may give general authority to any other officer to affix the seal of
the Corporation and to attest the affixing by his signature.

               Section 5.08. ASSISTANT SECRETARIES. The Assistant Secretary or
Secretaries shall, in the absence or disability of the Secretary, perform the
duties and exercise the authority of the Secretary and shall perform such other
duties and have such other authority as the Board of Directors or the President
may from time to time prescribe.

               Section 5.09. 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



                                      -12-
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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 of Directors. He shall disburse the funds of the
Corporation as may be ordered by the Board of Directors or the President or the
Chief Financial Officer, taking proper vouchers for such disbursements, and
shall render to the Board of Directors when the Board so requires, an account of
all his transactions as Treasurer and of the financial condition of the
Corporation.

               Section 5.10. ASSISTANT TREASURERS. The Assistant Treasurer or
Treasurers shall, in the absence or disability of the Treasurer, perform the
duties and exercise the authority of the Treasurer and shall perform such other
duties and have such other authority as the Board of Directors may from time to
time prescribe.

                                    ARTICLE 6
                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

               Section 6.01. INDEMNIFICATION. 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, by reason of the fact that such person is or was a director or
officer of the Corporation, or is or was serving while a director or officer of
the Corporation at the request of the Corporation as a director, officer,
employee, agent, fiduciary or other representative of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise,
shall be indemnified by the Corporation against expenses (including attorneys'
fees), judgments, fines, excise taxes and amounts paid in settlement actually
and reasonably incurred by such person in connection with such action, suit or
proceeding to the full extent permissible under Delaware law.

               Section 6.02. ADVANCES. Any person claiming indemnification
within the scope of Section 6.01 shall be entitled to advances from the
Corporation for payment of the expenses of defending actions against such person
in the manner and to the full extent permissible under Delaware law.

               Section 6.03. PROCEDURE. On the request of any person requesting
indemnification under Section 6.01, the Board of Directors or a committee
thereof shall determine whether such indemnification is permissible or such
determination shall be made by independent legal counsel if the Board or
committee so directs or if the Board or committee is not empowered by statute to
make such determination.



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<PAGE>

               Section 6.04. OTHER RIGHTS. The indemnification and advancement
of expenses provided by this Article 6 shall not be deemed exclusive of any
other rights to which those seeking indemnification or advancement of expenses
may be entitled under any insurance or other agreement, vote of shareholders or
disinterested directors or otherwise, both as to actions in their official
capacity and as to actions in another capacity while holding an office, and
shall continue as to a person who has ceased to be a director or officer and
shall inure to the benefit of the heirs, executors and administrators of such
person.

               Section 6.05. 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 a director, officer, employee, agent,
fiduciary or other representative of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise, against any liability
asserted against him and incurred by him in any such capacity, or arising out of
his status as such, whether or not the Corporation would have the power to
indemnify him against such liability under the provisions of these Bylaws.

               Section 6.06. MODIFICATION. The duties of the Corporation to
indemnify and to advance expenses to a director or officer provided in this
Article 6 shall be in the nature of a contract between the Corporation and each
such director or officer, and no amendment or repeal of any provision of this
Article 6 shall alter, to the detriment of such director or officer, the right
of such person to the advancement of expenses or indemnification related to a
claim based on an act or failure to act which took place prior to such
amendment, repeal or termination.



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<PAGE>

                                    ARTICLE 7
                              CERTIFICATES OF STOCK

               Section 7.01. STOCK CERTIFICATES. Every holder of stock in the
Corporation shall be entitled to have a certificate in the form prescribed by
the Board of Directors signed on behalf 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 of the
Corporation, representing the number of shares owned by him in the Corporation.
Any or all 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 such officer,
transfer agent, or registrar at the date of issue.

               Section 7.02. LOST CERTIFICATES. The Board of Directors 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, stolen or destroyed, upon the making of an affidavit of that
fact by the person claiming the certificate of stock to be lost, stolen or
destroyed. When authorizing such issue of a new certificate or certificates, the
Board of Directors may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost, stolen or destroyed
certificate or certificates, or his legal representative, to advertise the same
in such manner as it shall require and/or to give the Corporation a bond in such
sum as it may direct as indemnity against any claim that may be made against the
Corporation with respect to the certificate alleged to have been lost, stolen or
destroyed.

               Section 7.03. TRANSFERS OF STOCK. Upon surrender to the
Corporation or the transfer agent of the Corporation of a certificate for shares
duly endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, it shall be the duty of the Corporation to issue a new
certificate to the person entitled thereto, cancel the old certificate and
record the transaction upon its books.

               Section 7.04. FIXING RECORD DATE. The Board of Directors of the
Corporation may fix a record date for the purpose of determining the
stockholders entitled to notice of, or to vote at, any meeting of stockholders
or any adjournment thereof, or to consent to corporate action in writing without
a meeting, or to receive payment of any dividend or other distribution or
allotment of any rights, or to exercise any



                                      -15-
<PAGE>

rights in respect of any change, conversion or exchange of stock or for the
purpose of any other lawful action. Such record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
Directors and such record date shall not be (i) in the case of such a meeting of
stockholders, more than 60 nor less than 10 days before the date of the meeting
of stockholders, or (ii) in the case of consents in writing without a meeting,
more than 10 days after the date upon which the resolution fixing the record
date is adopted by the Board of Directors, or (iii) in other cases, more than 60
days prior to the payment or allotment or change, conversion or exchange or
other action. 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 unless the Board of Directors fixes a new record date for the adjourned
meeting.

               Section 7.05. REGISTERED STOCKHOLDERS. The Corporation shall be
entitled to recognize the exclusive right of a person registered on its books as
the owner of stock to receive dividends and to vote as such owner, and shall be
entitled to hold liable for calls and assessments a person registered on its
books as the owner of stock, and 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, except as
otherwise provided by the laws of Delaware.

                                    ARTICLE 8
                                   AMENDMENTS

               Section 8.01. AMENDMENTS. These Bylaws may be altered, amended or
repealed, and new Bylaws may be adopted, by the stockholders or by the Board of
Directors at any regular meeting of the stockholders or of the Board of
Directors or at any special meeting of the stockholders or of the Board of
Directors if notice of such alteration, amendment, repeal or adoption of new
Bylaws be contained in the notice of such special meeting.


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