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                                                                    Exhibit 3.02

                         BY-LAWS OF HARTFORD LIFE, INC.

                                    ARTICLE I

                     Meetings of Stockholders; Stockholders'
                           Consent in Lieu of Meeting


         SECTION 1.01. Annual Meeting. The annual meeting of the Stockholders
for the election of directors, and for the transaction of such other business as
may properly come before the meeting, shall be held at such place, date and hour
as shall be fixed by the Board of Directors (hereinafter called the Board) and
designated in the notice or waiver of notice thereof; except that no annual
meeting need be held if all actions, including the election of directors,
required by the General Corporation Law of the State of Delaware to be taken at
a Stockholders' annual meeting are taken by written consent in lieu of such
meeting as provided for by the General Corporation Law of the State of Delaware.

         SECTION 1.02. Special Meetings. A special meeting of the Stockholders
for any purpose or purposes may be called by the Board, the Chairman of the
Board, the President or the Secretary of the Corporation or a Stockholder or
Stockholders holding of record at least a majority of the shares of Common Stock
of the Corporation issued and outstanding, such meeting to be held at such
place, date and hour as shall be designated in the notice or waiver of notice
thereof.


                                   ARTICLE II

                               Board of Directors

         SECTION 2.01. General Powers. The business and affairs of the
Corporation shall be managed by or under the direction of the Board, which may
exercise all such powers of the Corporation and do all such lawful acts and
things as are not by law or by the Certificate of Incorporation directed or
required to be exercised or done by the Stockholders.

         SECTION 2.02. Number and Term of Office. The number of directors which
shall constitute the whole Board shall be fixed from time to time by a vote of a
majority of the whole Board. The term "whole Board" is used herein to refer to
the number of directors from time to time authorized to be on the Board
regardless of the number of directors then in office. Directors need not be
Stockholders. Each director shall hold office until his successor is elected and
qualified, or until his earlier death or resignation or removal in the manner
hereinafter provided.
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         SECTION 2.03. Resignation, Removal and Vacancies. Any director may
resign at any time by giving written notice of his resignation to the Board, the
Chairman of the Board, the President or the Secretary of the Corporation. Such
resignation shall take effect at the time specified therein or, if the time be
not specified, upon receipt thereof; and, unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make it effective.

         Any director or the entire Board may be removed, with or without cause,
at any time by the holders of a majority of the shares then entitled to vote at
an election of directors.

         Vacancies in the Board 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, although less than a quorum, or by a sole
remaining director.

         SECTION 2.04. Meeting. (a) Annual Meeting. As soon as practicable after
each annual election of directors, the Board shall meet for the purpose of
organization and the transaction of other business, unless it shall have
transacted all such business by written consent pursuant to Section 2.05 of this
Article.

          (b) Other Meetings. Other meetings of the Board shall be held at such
times and places as the Board, the Chairman of the Board or the President shall
from time to time determine.

          (c) Notice of Meetings. The Secretary shall give notice to each
director of each meeting, including the time, place and purpose of such meeting.
Notice of each such meeting shall be given to each director not later than the
day before the day on which such meeting is to be held, but notice need not be
given to any director who shall attend such meeting. A written waiver of notice,
signed by the person entitled thereto, whether before or after the time of the
meeting stated therein, shall be deemed equivalent to notice.

          (d) Place of Meetings. The Board may hold its meetings at such place
or places within or without the State of Delaware as the Board may from time to
time determine, or as shall be designated in the respective notices or waivers
of notice thereof.

          (e) Quorum and Manner of Acting. Two-thirds of the total number of
directors then in office shall be present in person at any meeting of the Board
in order to constitute a quorum for the transaction of business at such meeting,
and the vote of a majority of those directors present at any such meeting at
which a quorum is present shall be necessary for the passage of any resolution
or act of the Board, except as otherwise expressly required by law or these
By-laws. In the absence of a quorum for any such meeting, a majority of the
directors present thereat may adjourn such meeting from time to time until a
quorum shall be present.
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          (f) Organization. At each meeting of the Board, one of the following
shall act as chairman of the meeting and preside, in the following order of
precedence:

                  (i)      the Chairman of the Board;

                  (ii)     the President;

                  (iii)    any director chosen by a majority of the directors
                           present.

The Secretary or, in the case of his absence, any person whom the Chairman shall
appoint shall act as secretary of such meeting and keep the minutes thereof.

         SECTION 2.05. Directors' Consent in Lieu of Meeting. Action required or
permitted to be taken at any meeting of the Board, 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 or the proceedings of the Board or committee.

         SECTION 2.06. Action by Means of Conference Telephone or Similar
Communications Equipment. Any one or more members of the Board, or any committee
designated by the Board, may participate in a meeting of the Board or any such
committee by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and participation in a meeting by such means shall constitute presence in person
at such meeting.


                                   ARTICLE III

                                    Officers

         SECTION 3.01. Executive Officers. The executive officers of the
Corporation shall be a Chairman of the Board, a President, a Secretary, a
Treasurer and a Vice President. Any two or more offices may be held by the same
person.

         SECTION 3.02. Authority and Duties. All officers, as between themselves
and the Corporation, shall have such authority and perform such duties in the
management of the Corporation as may be provided in these By-laws or, to the
extent not so provided, by the Board.

         SECTION 3.03. Term of Office, Resignation and Removal. All officers
shall be elected or appointed by the Board and shall hold office for such term
as may be prescribed by the Board. Each officer shall hold office until his
successor has been elected or appointed and qualified or his earlier death or
resignation or removal in the manner hereinafter provided.

         Any officer may resign at any time by giving written notice to the
President or the Secretary of the Corporation, and such resignation shall take
effect at the time specified
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therein or, if the time when it shall become effective is not specified therein,
at the time it is accepted by action of the Board. Except as aforesaid, the
acceptance of such resignation shall not be necessary to make it effective.

         All officers and agents elected or appointed by the Board shall be
subject to removal at any time by the board or by the Stockholders of the
Corporation with or without cause.

         SECTION 3.04. Chairman of the Board. The Chairman of the Board shall
preside at meetings of the Board and of the Stockholders at which he is present.

         SECTION 3.05. The President. Except as otherwise provided below, the
President shall be the chief executive officer of the Corporation, shall have
general and active management and control of the business and affairs of the
Corporation, subject to the control of the Board, and shall see that all orders
and resolutions of the Board are carried into effect. The Board may designate
the Chairman of the Board as the chief executive officer and the Chairman of the
Board shall assume all authority, power, duties and responsibilities otherwise
appointed to the President pursuant to this Section 3.05. In such case, the
President shall perform such duties as may be assigned by the Board or the
Chairman of the Board.

         SECTION 3.06. Vice Presidents. The Vice Presidents shall, in the
absence or disability of the President, perform the duties and exercise the
powers of the President, and shall generally assist the President and perform
such other duties as the Board or the President shall prescribe.

         SECTION 3.07. The Secretary. The Secretary shall, to the extent
practicable, attend all meetings of the Board and all meetings of the
Stockholders and shall record all votes and the minutes of all proceedings in a
book to be kept for that purpose.


                                   ARTICLE IV

                 Contracts, Checks, Drafts, Bank Accounts, etc.

         SECTION 4.01. Execution of Documents. The Chairman of the Board or the
President shall designate the officers, employees and agents of the Corporation
who shall have power to execute and deliver deeds, contracts, mortgages, bonds,
debentures, checks, drafts and other orders for the payment of money and other
documents for and in the name of the Corporation, and may authorize such
officers, employees and agents to delegate such power (including authority to
redelegate) by written instrument to other officers, employees or agents of the
Corporation; and, unless so designated or expressly authorized by these By-laws,
no officer or 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 pecuniarily for any purpose or to any amount.
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         SECTION 4.02. Deposits. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
or otherwise as the Board or any officer of the Corporation to whom power in
this respect shall have been given by the Board shall select.

         SECTION 4.03. Proxies in Respect of Stock or Other Securities of Other
Corporations. The Chairman of the Board or the President shall designate the
officers of the Corporation who shall have authority from time to time to
appoint an agent or agents of the Corporation to exercise in the name and on
behalf of the Corporation the powers and rights which the Corporation may have
as the holder of stock or other securities in any other corporation, and to vote
or consent in respect of such stock or securities; such designated officers may
instruct the person or persons so appointed as to the manner of exercising such
powers and rights; and such designated officers may execute or cause to be
executed in the name and on behalf of the Corporation and under its corporate
seal, or otherwise, such written proxies, powers of attorney or other
instruments as they may deem necessary or proper in order that the Corporation
may exercise it said powers and rights.


                                    ARTICLE V

                  Shares and Their Transfer; Fixing Record Date

         SECTION 5.01. Certificates for Shares. Every owner of stock of the
Corporation shall be entitled to have a certificate certifying the number and
class of shares owned by him in the Corporation, which shall otherwise be in
such form as shall be prescribed by the Board. Certificates of each class shall
be issued in consecutive order and shall be numbered in the order of their
issue, and shall be signed by, or in the name of the Corporation by the Chairman
or any Vice Chairman of the Board, the President or a Vice President and by the
Treasurer or any Assistant Treasurer or the Secretary or the Assistant
Secretary.

         SECTION 5.02. Record. A record (herein called the stock record) in one
or more counterparts shall be kept of the name of the person, firm or
corporation owning the shares represented by each certificate for stock of the
Corporation issued, the number of shares represented by each such certificate,
the date thereof and, in the case of cancelation, the date of cancelation.
Except as otherwise expressly required by law, the person in whose name shares
of stock stand on the stock record of the Corporation shall be deemed the owner
thereof for all purposes as regards the Corporation.

         SECTION 5.03. Registration of Stock. Registration of transfers of
shares of the Corporation shall be made only on the books of the Corporation
upon request of the registered holder thereof, or of his attorney thereunto
authorized by power of attorney duly executed and filed with the Secretary of
the Corporation, and upon the surrender of the certificate or certificates for
such shares properly endorsed or accompanied by a stock power duly executed.
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         SECTION 5.04. Addresses of Stockholders. Each stockholder shall
designate to the Secretary of the Corporation an address at which notices of
meetings and all other corporate notices may be served or mailed to him, and, if
any stockholder shall fail to designate such address, corporate notices may be
served upon him by mail directed to him at his post office address, if any, as
the same appears on the share record books of the Corporation or at his last
known post office address.

         SECTION 5.05. Lost, Destroyed and Mutilated Certificates. The Board
may, in its discretion, cause to be issued a new certificate or certificates for
stock of the Corporation in place of any certificate issued by it and reported
to have been lost, destroyed or mutilated, upon the surrender of the mutilated
certificates or, in the case of loss or destruction of the certificate, upon
satisfactory proof of such loss or destruction, and the Board may, in its
discretion, require the owner of the lost or destroyed certificate or his legal
representative to give the Corporation a bond in such sum and with such surety
or sureties as it may direct to indemnify the Corporation against any claim that
may be made against it on account of the alleged loss or destruction of any such
certificate.

         SECTION 5.06. Regulations. The Board may make such rules and
regulations as it may deem expedient, not inconsistent with these By-laws,
concerning the issue, transfer registration of certificates for stock of the
Corporation.

         SECTION 5.07. Fixing Date for Determination of Stockholders of Record.
In order that the Corporation may determine the Stockholders entitled to notice
of or to vote at any meeting of Stockholders or any adjournment thereof, or to
express consent to corporate action in writing without a meeting, or entitled to
receive payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect of any change, conversion
or exchange of stock or for the purpose of any other lawful action, the Board
may fix, in advance, a record date, which shall not be more than 60 nor less
than 10 days before the date of such meeting, nor more than 60 days prior to any
other action. A determination of Stockholders entitled to notice of or to vote
at a meeting of the Stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board may fix a new record date for the adjourned
meeting.


                                   ARTICLE VI

                                      Seal

         The Board shall provide a corporate seal, which shall be in the form of
a circle and shall bear the full name of the Corporation and the words and
figures "Corporate Seal Delaware 2000".
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                                   ARTICLE VII

                                   Fiscal Year

         The fiscal year of the Corporation shall end on the 31st day of
December in each year unless changed by resolution of the Board.


                                  ARTICLE VIII

                          Indemnification and Insurance

         SECTION 8.01. Indemnification. (a) The Corporation, to the fullest
extent permitted by applicable law as then in effect, shall indemnify any person
who was or is a Director or officer of the Corporation and who was or is
involved in any manner (including, without limitation, as a party or a witness)
or is threatened to be made so involved in any threatened, pending or completed
investigation, claim, action, suit or proceeding, whether civil, criminal,
administrative or investigative (including, without limitation, any action, suit
or proceeding by or in the right of the Corporation to procure a judgment in its
favor) (each, a "Proceeding"), by reason of the fact that such person was or is
a Director, officer, employee or agent of the Corporation or was or is serving
at the request of the Corporation as a director, officer, employee, or agent of
another corporation, partnership, joint venture, trust or other enterprise
(including, without limitation, any employee benefit plan) (a "Covered Entity"),
against all expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement and actually and reasonably incurred by such person in
connection with such Proceeding. Any such former or present Director or officer
of the Corporation finally determined to be entitled to indemnification as
provided in this Article VIII is hereinafter called an "Indemnitee". Until such
final determination is made, such former or present Director or officer shall be
a "Potential Indemnitee" for purposes of this Article VIII. Notwithstanding the
foregoing provisions of this Section 8.01(a), but subject to Section 8.05(c)(iv)
hereof, the Corporation shall not indemnify an Indemnitee with respect to any
Proceeding commenced by such Indemnitee unless the commencement of such
Proceeding by such Indemnitee has been approved by a majority vote of the
Disinterested Directors (as defined in Section 8.05(d)); provided, however, that
such approval of a majority of the Disinterested Directors shall not be required
with respect to any Proceeding commenced by such Indemnitee after a Change in
Control (as defined in Section 8.05(d)) has occurred.

          (b) Neither the amendment or repeal of, nor the adoption of a
provision inconsistent with, any provision of this Article VIII (including,
without limitation, this Section 8.01(b)) shall adversely affect the rights of
any Director or officer under this Article VIII (i) with respect to any
Proceeding commenced or threatened prior to such amendment, repeal or adoption
of an inconsistent provision or (ii) after the occurrence of a Change in
Control, with respect to any Proceeding arising out of any action or omission
<PAGE>   8
occurring prior to such amendment, repeal or adoption of an inconsistent
provision, in either case without the written consent of such Director or
officer.

         SECTION 8.02. Insurance, Contracts and Funding. The Corporation may
purchase and maintain insurance to protect itself and any Director, officer,
employee or agent of the Corporation or of any Covered Entity against any
expenses, judgments, fines and amounts paid in settlement as specified in
Section 8.01(a) or Section 8.06 of this Article VIII or incurred by any such
Director, officer, employee or agent in connection with any Proceeding referred
to in such Sections, to the fullest extent permitted by applicable law as then
in effect. The Corporation may enter into contracts with any Director, officer,
employee or agent of the Corporation or of any Covered Entity in furtherance of
the provisions of this Article VIII and may create a trust fund, grant a
security interest or use other means (including, without limitation, a letter of
credit) to ensure the payment of such amounts as may be necessary to effect
indemnification as provided in this Article VIII.

         SECTION 8.03. Indemnification; Not Exclusive Right. The right of
indemnification provided in this Article VIII shall not be exclusive of any
other rights to which an Indemnitee or Potential Indemnitee may otherwise be
entitled, and the provisions of this Article VIII shall inure to the benefit of
the heirs and legal representatives of any Indemnitee or Potential Indemnitee
under this Article VIII and shall be applicable to Proceedings commenced or
continuing after the adoption of this Article VIII, whether arising from acts or
omissions occurring before or after such adoption.

         SECTION 8.04. Advancement of Expenses. All reasonable expenses
(including attorneys' fees) incurred by or on behalf of any Potential Indemnitee
in connection with any Proceeding shall be advanced to such Potential Indemnitee
by the Corporation within 20 days after the receipt by the Corporation of a
statement or statements from such Potential Indemnitee requesting such advance
or advances from time to time, whether prior to or after final disposition of
such Proceeding. Such statement or statements shall reasonably evidence the
expenses incurred by such Potential Indemnitee and, if required by law at the
time of such advance, shall include or be accompanied by an undertaking by or on
behalf of such Potential Indemnitee to repay the amounts advanced if ultimately
it should be determined that such Potential Indemnitee is not entitled to be
indemnified against such expenses pursuant to this Article VIII. Notwithstanding
the foregoing provisions of this Section 8.04, the Corporation shall not advance
expenses to a Potential Indemnitee with respect to any Proceeding commenced by
such Potential Indemnitee unless the commencement of such Proceeding by such
Potential Indemnitee has been approved by a majority vote of the Disinterested
Directors; provided, however, that such approval of a majority of the
Disinterested Directors shall not be required with respect to any Proceeding
commenced by such Potential Indemnitee after a Change in Control has occurred.

         SECTION 8.05. Indemnification Procedures; Presumptions and Effect of
Certain Proceedings; Remedies. In furtherance, but not in limitation, of the
foregoing provisions
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of this Article VIII, the following procedures, presumptions and remedies shall
apply with respect to the right to indemnification under this Article VIII:

         (a) Procedures for Determination of Entitlement to Indemnification. (i)
To obtain indemnification under this Article VIII, a Potential Indemnitee shall
submit to the Secretary a written request, including such documentation and
information as is reasonably available to the Potential Indemnitee and
reasonably necessary to determine whether and to what extent the Potential
Indemnitee is entitled to indemnification (the "Supporting Documentation"). The
determination of the Potential Indemnitee's entitlement to indemnification shall
be made not later than 60 days after the later of (A) the receipt by the
Corporation of the written request for indemnification together with the
Supporting Documentation and (B) the receipt by the Corporation of written
notice of final disposition of the Proceeding in respect of which
indemnification is sought. The Secretary shall, promptly upon receipt of such a
request for indemnification, advise the Board in writing that the Potential
Indemnitee has requested indemnification.

         (ii) The Potential Indemnitee's entitlement to indemnification under
this Article VIII shall be determined in one of the following ways: (A) by a
majority vote of the Disinterested Directors, whether or not they constitute a
quorum of the Board; (B) by a committee of the Disinterested Directors
designated by a majority vote of the Disinterested Directors, whether or not
they constitute a quorum of the Board; (C) by a written opinion of Independent
Counsel (as defined in Section 8.05(d)) if (x) a Change in Control shall have
occurred and the Potential Indemnitee so requests or (y) there are no
Disinterested Directors or a majority of such Disinterested Directors so
directs; (D) by the stockholders of the Corporation; or (E) as provided in
Section 8.05(b) of this Article VIII.

         (iii) In the event the determination of entitlement to indemnification
is to be made by Independent Counsel pursuant to Section 8.05(a)(ii), a majority
of the Disinterested Directors (or, if there are no Disinterested Directors, the
President of the Corporation or, if the President is or was a party to the
Proceeding in respect of which indemnification is sought, the highest ranking
officer of the Corporation who is not and was not a party to such Proceeding)
shall select the Independent Counsel, but only an Independent Counsel to which
the Potential Indemnitee does not reasonably object; provided, however, that if
a Change in Control shall have occurred, the Potential Indemnitee shall select
such Independent Counsel, but only an Independent Counsel to which a majority of
the Disinterested Directors does not reasonably object.

         (b) Presumptions and Effect of Certain Proceedings. Except as otherwise
expressly provided in this Article VIII, if a Change in Control shall have
occurred, the Potential Indemnitee shall be presumed to be entitled to
indemnification under this Article VIII (with respect to actions or omissions
occurring prior to such Change in Control) upon submission of a request for
indemnification together with the Supporting Documentation in accordance with
Section 8.05(a)(i) of this Article VIII, and thereafter the Corporation shall
have the burden of proof to overcome that presumption in reaching a contrary
determination. In any event, if the person or persons empowered under
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Section 8.05(a) of this Article VIII to determine entitlement to indemnification
shall not have been appointed or shall not have made a determination within 60
days after the later of (x) the receipt by the Corporation of the written
request for indemnification together with the Supporting Documentation and (y)
final disposition of the Proceeding in respect of which indemnification is
sought, the Potential Indemnitee shall be deemed to be, and shall be, entitled
to indemnification. The termination of any Proceeding, or of any claim, issue or
matter therein, by judgment, order, settlement or conviction, or upon a plea of
nolo contendere or its equivalent, shall not, of itself, adversely affect the
right of the Potential Indemnitee to indemnification or create a presumption
that the Potential Indemnitee did not act in good faith and in a manner which
the Potential Indemnitee reasonably believed to be in or not opposed to the best
interests of the Corporation or, with respect to any criminal Proceeding, that
the Potential Indemnitee had reasonable cause to believe that his or her conduct
was unlawful.

          (c) Remedies. (i) In the event that a determination is made pursuant
to Section 8.05(a) of this Article VIII that the Potential Indemnitee is not
entitled to indemnification under this Article VIII, (A) the Potential
Indemnitee shall be entitled to seek an adjudication of his or her entitlement
to such indemnification either, at the Potential Indemnitee's sole option, in
(x) an appropriate court of the State of Delaware or any other court of
competent jurisdiction or (y) an arbitration to be conducted by a single
arbitrator pursuant to the rules of the American Arbitration Association; (B)
any such judicial proceeding or arbitration shall be de novo and the Potential
Indemnitee shall not be prejudiced by reason of such adverse determination; and
(C) if a Change in Control shall have occurred, in any such judicial proceeding
or arbitration, the Corporation shall have the burden of proving that the
Potential Indemnitee is not entitled to indemnification under this Article VIII
(with respect to actions or omissions occurring prior to such Change in
Control).

          (ii) If a determination shall have been made or deemed to have been
made, pursuant to Section 8.05(a) or (b) of this Article VIII, that the
Potential Indemnitee is entitled to indemnification, the Corporation shall be
obligated to pay the amounts constituting such indemnification within five days
after such determination has been made or deemed to have been made and shall be
conclusively bound by such determination unless (A) the Indemnitee
misrepresented or failed to disclose a material fact in making the request for
indemnification or in the Supporting Documentation or (B) such indemnification
is prohibited by applicable law. In the event that payment of indemnification is
not made within five days after a determination of entitlement to
indemnification has been made or deemed to have been made pursuant to Section
8.05(a) or (b) of this Article VIII, the Indemnitee shall be entitled to seek
judicial enforcement of the Corporation's obligation to pay to the Indemnitee
such indemnification. Notwithstanding the foregoing, the Corporation may bring
an action, in an appropriate court in the State of Delaware or any other court
of competent jurisdiction, contesting the right of the Indemnitee to receive
indemnification hereunder due to the occurrence of an event described in clause
(A) or (B) of this subsection (each, a "Disqualifying Event"); provided,
however, that in any such action the Corporation shall have the burden of
proving the occurrence of such Disqualifying Event.
<PAGE>   11
          (iii) The Corporation shall be precluded from asserting in any
judicial proceeding or arbitration commenced pursuant to this Section 8.05(c)
that the procedures and presumptions of this Article VIII are not valid, binding
and enforceable and shall stipulate in any such court or before any such
arbitrator that the Corporation is bound by all the provisions of this Article
VIII.

          (iv) In the event that the Indemnitee or Potential Indemnitee,
pursuant to this Section 8.05(c), seeks a judicial adjudication of or an award
in arbitration to enforce his or her rights under, or to recover damages for
breach of, this Article VIII, such person shall be entitled to recover from the
Corporation, and shall be indemnified by the Corporation against, any expenses
actually and reasonably incurred by such person in connection with such judicial
adjudication or arbitration if such person prevails in such judicial
adjudication or arbitration. If it shall be determined in such judicial
adjudication or arbitration that such person is entitled to receive part but not
all of the indemnification or advancement of expenses sought, the expenses
incurred by such person in connection with such judicial adjudication or
arbitration shall be prorated accordingly.

         (d) Definitions. For purposes of this Article VIII:

         (i) "Change in Control" means a change in control of the Corporation of
a nature that would be required to be reported in response to Item 6(e) (or any
successor provision) of Schedule 14A of Regulation 14A (or any amendment or
successor provision thereto) promulgated under the Securities Exchange Act of
1934, as amended (the "Act"), whether or not the Corporation is then subject to
such reporting requirement; provided that, without limitation, such a change in
control shall be deemed to have occurred if (A) any "person" (as such term is
used in Sections 13(d) and 14(d) of the Act) is or becomes the "beneficial
owner" (as defined in Rule 13d-3 under the Act), directly or indirectly, of
securities of the Corporation representing 15% or more of the voting power of
all outstanding shares of stock of the Corporation entitled to vote generally in
an election of Directors without the prior approval of at least two-thirds of
the members of the Board in office immediately prior to such acquisition; (B)
the Corporation is a party to any merger, consolidation or share exchange (or
other comparable transaction) in which the Corporation is not the continuing or
surviving corporation or pursuant to which shares of the Corporation's Common
Stock would be converted into cash, securities or other property, other than a
merger or share exchange in which the holders of the Corporation's Common Stock
immediately prior to the merger have the same proportionate ownership of common
stock of the surviving corporation immediately after the merger; (C) there is a
sale, lease, exchange or other transfer (in one transaction or a series of
related transactions) of all, or substantially all, of the assets of the
Corporation, or liquidation or dissolution of the Corporation; (D) the
Corporation is a party to a merger, consolidation, sale of assets or other
reorganization, or a proxy contest, as a consequence of which members of the
Board in office immediately prior to such transaction or event constitute less
than a majority of the Board thereafter; or (E) during any period of two
consecutive years, individuals who at the beginning of such period constituted
the Board (including for this purpose any new Director whose election or
<PAGE>   12
nomination for election by the stockholders was approved by a vote of at least
two-thirds of the Directors then still in office who were Directors at the
beginning of such period) cease for any reason to constitute at least a majority
of the Board.

         (ii) "Disinterested Director" means a Director who is not and was not a
party to the Proceeding in respect of which indemnification is sought by the
Indemnitee or Potential Indemnitee.

         (iii) "Independent Counsel" means a law firm or a member of a law firm
that neither presently is, nor in the past five years has been, retained to
represent: (a) the Corporation or the Indemnitee or Potential Indemnitee in any
matter material to either such party or (b) any other party to the Proceeding
giving rise to a claim for indemnification under this Article VIII.
Notwithstanding the foregoing, the term "Independent Counsel" shall not include
any person who, under applicable standards of professional conduct then
prevailing under the law of the State of Delaware, would have a conflict of
interest in representing either the Corporation or the Indemnitee or Potential
Indemnitee in an action to determine the Indemnitee's or Potential Indemnitee's
rights under this Article VIII.

         SECTION 8.06. Indemnification of Employees and Agents. Notwithstanding
any other provision of this Article VIII, the Corporation, to the fullest extent
permitted by applicable law as then in effect, may indemnify any person other
than a Director or officer of the Corporation who is or was an employee or agent
of the Corporation and who is or was involved in any manner (including, without
limitation, as a party or a witness) or is threatened to be made so involved in
any threatened, pending or completed Proceeding, by reason of the fact that such
person was or is an employee or agent of the Corporation or was or is serving at
the request of the Corporation as a director, officer, employee or agent of a
Covered Entity, against all expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by such
person in connection with such Proceeding. The Corporation may also advance
expenses incurred by such employee, fiduciary or agent in connection with any
such Proceeding, consistent with the provisions of applicable law as then in
effect. If made or advanced, such indemnification shall be made and such
reasonable expenses shall be advanced pursuant to procedures to be established
from time to time by the Board.

         SECTION 8.07. Severability. If any provision or provisions of this
Article VIII shall be held to be invalid, illegal or unenforceable for any
reason whatsoever: (i) the validity, legality and enforceability of the
remaining provisions of this Article VIII (including, without limitation, all
portions of any Section of this Article VIII containing any such provision held
to be invalid, illegal or unenforceable, that are not themselves invalid,
illegal or unenforceable) shall not in any way be affected or impaired thereby;
and (ii) to the fullest extent possible, the provisions of this Article VIII
(including, without limitation, all portions of any Section of this Article VIII
containing any such provision held to be invalid, illegal or unenforceable, that
are not themselves invalid,
<PAGE>   13
illegal or unenforceable) shall be construed, to the fullest extent possible, so
as to give effect to the intent manifested by the provision held invalid,
illegal or unenforceable.


                                   ARTICLE IX

                                Waiver of Notice

         Whenever any notice whatever is required to be given by these By-laws
or the Certificate of Incorporation of the Corporation or the laws of the State
of Delaware, the person entitled thereto may, in person or by attorney thereunto
authorized, in writing or by telegraph, cable or other form of recorded
communication, waive such notice, whether before or after the meeting or other
matter in respect of which such notice is given, and in such event such notice
need not be given to such person and such waiver shall be deemed equivalent to
such notice.


                                    ARTICLE X

                                   Amendments

         Any By-law (including these By-laws) may be adopted, amended or
repealed by the Board in any manner not inconsistent with the laws of the State
of Delaware or the Certificate of Incorporation.