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                                                                 EXHIBIT 3(ii)




                                     BYLAWS
                                       OF
                                S3 INCORPORATED


                                   ARTICLE I

                            MEETINGS OF STOCKHOLDERS

         Section 1.  Place of Meetings.  All meetings of the stockholders shall
be held at such place within or without the State of Delaware as may be fixed
from time to time by the board of directors or the chief executive officer, or
if not so designated, at the registered office of the corporation.

         Section 2.  Annual Meeting.  Annual meetings of stockholders shall be
held at such date and time as shall be designated from time to time by the
board of directors or the chief executive officer and stated in the notice of
meeting.  At the annual meeting the stockholders shall elect by a plurality
vote a board of directors and shall transact such other business as may
properly be brought before the meeting.

         To be properly brought before an annual meeting, business must be
either (a) specified in the notice of meeting (or any supplement thereto) given
by or at the direction of the board of directors, (b) otherwise properly
brought before the meeting by or at the direction of the board of directors, or
(c) otherwise properly brought before the meeting by a stockholder of record.
In addition to any other applicable requirements, for business to be properly
brought before an annual meeting by a stockholder, the stockholder must have
given timely notice thereof in writing to the secretary of the corporation.  To
be timely, a stockholder's notice must be delivered by a nationally recognized
courier service or mailed by first class United States mail, postage or
delivery charges prepaid, and received at the principal executive offices of
the corporation, not less than fifty days nor more than seventy-five days prior
to the meeting; provided, however, that in the event that less than sixty-five
days' notice or prior public disclosure of the date of the scheduled meeting is
given or made to stockholders, notice by the stockholder to be timely must be
so received not later than the earlier of (a) the close of business on the 15th
day following the day on which such notice of the date of the annual meeting
was mailed or such public disclosure was made, whichever first occurs, and (b)
two days prior to the date of the scheduled meeting.  A stockholder's notice to
the secretary shall set forth as to each matter the stockholder proposes to
bring before the annual meeting (i) a brief description of the business desired
to be brought before the annual meeting and the reasons for conducting such
business at the annual meeting, (ii) the name and record address of the
stockholder proposing such business, (iii) the class, series and number of
shares of the corporation which are beneficially owned by the stockholder, and
(iv) any material interest of the stockholder in such business.

         Notwithstanding anything in these Bylaws to the contrary, no business
shall be conducted at the annual meeting except in accordance with the
procedures set forth in this Section 2 by any
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stockholder of any business properly brought before the annual meeting in
accordance with said procedure.

         The chairman of an annual meeting shall, if the facts warrant,
determine and declare to the meeting that business was not properly brought
before the meeting in accordance with the provisions of this Section, and if he
should so determine, he shall so declare to the meeting and any such business
not properly brought before the meeting shall not be transacted.

         Section 2.  Special Meetings.  Special meetings of the stockholders,
for any purpose or purposes, may, unless otherwise prescribed by statute or by
the certificate of incorporation, be called by only the board of directors, the
chairman of the board, or the president.  Business transacted at any special
meeting shall be limited to matters relating to the purpose or purposes stated
in the notice of meeting.

         Section 3.  Notice of Meetings.  Except as otherwise provided by law,
written notice of each meeting of stockholders, annual or special, stating the
place, date and hour of the meeting and, in the case of a special meeting, the
purpose or purposes for which the meeting is called, shall be given not less
than ten nor more than sixty days before the date of the meeting, to each
stockholder entitled to vote at such meeting.

         Section 4.  Voting List.  The officer who has charge of the stock
ledger of the corporation shall prepare and make, at least ten days before
every meeting of stockholders, a complete list of the stockholders entitled to
vote at the meeting, 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 ten days prior to the meeting, either at a place within the
city or town where the meeting is to be held, which place shall be 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 5.  Quorum.  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, the
certificate of incorporation or these bylaws.

         Section 6.  Adjournments.  Any meeting of stockholders may be
adjourned from time to time to any other time and to any other place at which a
meeting of stockholders may be held under these bylaws, which time and place
shall be announced at the meeting, by a majority of the stockholders present in
person or represented by proxy at the meeting and entitled to vote, though less
than a quorum, or, if no stockholder is present or represented by proxy, by any
officer entitled to preside at or to act as secretary of such meeting, 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 original meeting.  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





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notice of the adjourned meeting shall be given to each stockholder of record
entitled to vote at the meeting.

         Section 7.  Action at Meetings.  When a quorum is present at any
meeting, the vote of the holders of a majority of the stock present in person
or represented by proxy and entitled to vote on the question shall decide any
question brought before such meeting, unless the question is one upon which by
express provision of law, the certificate of incorporation or these bylaws, a
different vote is required, in which case such express provision shall govern
and control the decision of such question.

         Section 8.  Voting and Proxies.  Unless otherwise provided in the
certificate of incorporation, each stockholder shall at every meeting of the
stockholders be entitled to one vote for each share of capital stock having
voting power held of record by such stockholder.  Each stockholder entitled to
vote at a meeting of stockholders, or to express consent or dissent to
corporate action in writing without a meeting, may authorize another person or
persons to act for him by proxy, but no such proxy shall be voted or acted upon
after three years from its date, unless the proxy provides for a longer period.

         Section 9.  Action Without Meeting.  No action required or permitted
to be taken at any annual of special meeting of the stockholders of the
corporation may be taken without a meeting and the power of the stockholders to
consent in writing, without a meeting, to the taking of any action is
specifically denied.

                                   ARTICLE II

                                   DIRECTORS

         Section 1.  Number, Election, Tenure and Qualification.  The number of
directors which shall constitute the whole board shall not be less than three
nor more than nine.  Within such limit, the number of directors shall be
determined by resolution of the board of directors.  The directors shall be
elected at the annual meeting or at any special meeting of the stockholders,
except as provided in Section 3 of this Article, and each director elected
shall hold office until his successor is elected and qualified, unless sooner
displaced.  Directors need not be stockholders.

         Section 2.  Nominations.  Subject to the rights of holders of any
class or series of stock having a preference over the common stock as to
dividends or upon liquidation, nominations for election to the board of
directors of the corporation at a meeting of stockholders may be made on behalf
or at the direction of the board by any nominating committee appointed by the
board; nominations may also be made by any stockholder of record of the
corporation entitled to vote for the election of directors at the annual
meeting of stockholders of the corporation who complies with the notice
procedures set forth in this Section.  Such nominations, other than those made
by any nominating committee on behalf or at the direction of the board, shall
be made by notice in writing delivered by a nationally recognized courier
service or mailed by first class United States mail, postage or delivery
charges prepaid, and received at the principal executive offices of the
corporation addressed to the attention of the secretary of the corporation not
less than one hundred twenty days prior to the scheduled date of the annual
meeting (regardless of





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any postponements, deferrals or adjournments of that meeting to a later date);
provided, however, that if less than one hundred days' notice or prior public
disclosure of the date of the scheduled meeting is given or made to
stockholders, such nomination shall have been mailed or delivered to be
received by the secretary of the corporation not later than the close of
business on the seventh day following the day on which such notice of scheduled
meeting was mailed or such public disclosure was made.  Such stockholder's
notice shall set forth (a) as to each person whom the stockholder proposes to
nominate for election who is not an incumbent director (i) the name, age,
business address and, if known, residence address of such person, (ii) the
principal occupation or employment of such person, (iii) the class, series and
number of shares of stock of the corporation which are beneficially owned by
such person, (iv) a statement of such person's citizenship, and (v) any other
information concerning the nominee that is required to be disclosed in
solicitations for proxies for election of directors pursuant to Section 14 of
the Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder; and (b) as to the stockholder giving the notice, (i)
the name and record address of the stockholder and (ii) the class, series and
number of shares of capital stock of the corporation which are beneficially
owned by the stockholder.  The corporation may require any proposed nominee to
furnish such other information as may reasonably be required by the corporation
to determine the eligibility of such proposed nominee to serve as director of
the corporation.  No person shall be eligible for election as a director of the
corporation unless nominated in accordance with the procedures set forth
herein.

         The chairman of the meeting may, if the facts warrant, determine and
declare to the meeting that a nomination was not made in accordance with the
foregoing procedure, and if he should so determine, he shall so declare to the
meeting and the defective nomination shall be disregarded.

         Section 3.  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.  In the
event of a vacancy in the board of directors, the remaining directors, except
as otherwise provided by law or these bylaws, may exercise the powers of the
full board until the vacancy is filled.

         Section 4.  Resignation and Removal.  Any director may resign at any
time upon written notice to the corporation at its principal place of business
or to the chief executive officer or the secretary.  Such resignation shall be
effective upon receipt unless it is specified to be effective at some other
time or upon the happening of some other event.  Any director or the entire
board of directors may be removed, with or without cause, by the holders of a
majority of the shares then entitled to vote at an election of directors,
unless otherwise specified by law or the certificate of incorporation.

         Section 5.  General Powers.  The business and affairs of the
corporation shall be managed by its board of directors, which may exercise all
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.





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         Section 6.  Chairman of the Board.  If the board of directors appoints
a chairman of the board, he shall, when present, preside at all meetings of the
stockholders and the board of directors.  He shall perform such duties and
possess such powers as are customarily vested in the office of the chairman of
the board or as may be vested in him by the board of directors.

         Section 7.  Place of Meetings.  The board of directors may hold
meetings, both regular and special, either within or without the State of
Delaware.

         Section 8.  Regular Meetings.  Regular meetings of the board of
directors may be held without notice at such time and at such place as shall
from time to time be determined by the board; provided that any director who is
absent when such a determination is made shall be given prompt notice of such
determination.  A regular meeting of the board of directors may be held without
notice immediately after and at the same place as the annual meeting of
stockholders.

         Section 9.  Special Meetings.  Special meetings of the board may be
called by the chief executive officer, secretary, or on the written request of
two or more directors, or by one director in the event that there is only one
director in office.  Two days notice to each director, either personally or by
telegram, cable, telecopy, commercial delivery service, telex or similar means
sent to his business or home address, or three days notice by written notice
deposited in the mail, shall be given to each director by the secretary or by
the officer or one of the directors calling the meeting.  A notice or waiver of
notice of a meeting of the board of directors need not specify the purposes of
the meeting.

         Section 10.  Quorum, Action at Meeting, Adjournments.  At all meetings
of the board, a majority of directors then in office, but in no event less than
one third of the entire board, shall constitute a quorum for the transaction of
business and the act of a majority of the directors present at any meeting at
which there is a quorum shall be the act of the board of directors, except as
may be otherwise specifically provided by law or by the certificate of
incorporation.  For purposes of this section, the term "entire board" shall
mean the number of directors last fixed by the stockholders or directors, as
the case may be, in accordance with law and these bylaws; provided, however,
that if less than all the number so fixed of directors were elected, the
"entire board" shall mean the greatest number of directors so elected to hold
office at any one time pursuant to such authorization.  If a quorum shall not
be present at any meeting of the board of directors, a majority of 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 11.  Action by Consent.  Unless otherwise restricted by the
certificate of incorporation or these bylaws, 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.

         Section 12.  Telephonic Meetings.  Unless otherwise restricted by the
certificate of incorporation or these bylaws, members of the board of directors
or of any committee thereof may participate in a meeting of the board of
directors or of any committee, as the case may be, by means of conference
telephone or similar communications equipment by means of which all





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persons participating in the meeting can hear each other, and such
participation in a meeting shall constitute presence in person at the meeting.

         Section 13.  Committees.  The board of directors may, by resolution
passed by a majority of the whole board, 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, shall have and may exercise all the powers and
authority of the board of directors in the management of the business and
affairs of the corporation, 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 amending the certificate of
incorporation, adopting an agreement of merger or consolidation, recommending
to the stockholders the sale, lease or exchange of all or substantially all of
the corporation's property and assets, recommending to the stockholders a
dissolution of the corporation or a revocation of a dissolution, or amending
the bylaws of the corporation; and, unless the resolution designating such
committee or the certificate of incorporation expressly so provide, no such
committee shall have the power or authority to declare a dividend or to
authorize the issuance of stock.  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 make such reports to the board of directors as the board of
directors may request.  Except as the board of directors may otherwise
determine, any committee may make rules for the conduct of its business, but
unless otherwise provided by the directors or in such rules, its business shall
be conducted as nearly as possible in the same manner as is provided in these
bylaws for the conduct of its business by the board of directors.

         Section 14.  Compensation.  Unless otherwise restricted by the
certificate of incorporation or these bylaws, the board of directors shall have
the authority to fix from time to time the compensation of directors.  The
directors may be paid their expenses, if any, of attendance at each meeting of
the board of directors and the performance of their responsibilities as
directors and may be paid a fixed sum for attendance at each meeting of the
board of directors and/or a stated salary as director.  No such payment shall
preclude any director from serving the corporation or its parent or subsidiary
corporations in any other capacity and receiving compensation therefor.  The
board of directors may also allow compensation for members of special or
standing committees for service on such committees.

                                  ARTICLE III

                                    OFFICERS

         Section 1.  Enumeration.  The officers of the corporation shall be
chosen by the board of directors and shall be a president, a secretary and a
treasurer and such other officers with such titles, terms of office and duties
as the board of directors may from time to time determine, including a chairman
of the board, one or more vice-presidents, and one or more assistant
secretaries and assistant treasurers.  If authorized by resolution of the board
of directors, the chief executive officer may be empowered to appoint from time
to time assistant secretaries and





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assistant treasurers.  Any number of offices may be held by the same person,
unless the certificate of incorporation or these bylaws otherwise provide.

         Section 2.  Election.  The board of directors at its first meeting
after each annual meeting of stockholders shall choose a president, a secretary
and a treasurer.  Other officers may be appointed by the board of directors at
such meeting, at any other meeting, or by written consent.

         Section 3.  Tenure.  The officers of the corporation shall hold office
until their successors are chosen and qualify, unless a different term is
specified in the vote choosing or appointing him, or until his earlier death,
resignation or removal.  Any officer elected or appointed by the board of
directors or by the chief executive officer may be removed at any time by the
affirmative vote of a majority of the board of directors or a committee duly
authorized to do so, except that any officer appointed by the chief executive
officer may also be removed at any time by the chief executive officer.  Any
vacancy occurring in any office of the corporation may be filled by the board
of directors, at its discretion.  Any officer may resign by delivering his
written resignation to the corporation at its principal place of business or to
the chief executive officer or the secretary.  Such resignation shall be
effective upon receipt unless it is specified to be effective at some other
time or upon the happening of some other event.

         Section 4.  Chairman of the Board.  The Chairman of the Board, if
there shall be such an officer, shall, if present, preside at all meetings of
the Board of Directors and exercise and perform such other powers and duties as
may be from time to time assigned to him by the Board of Directors or
prescribed by the Bylaws.

         Section 5.  President.  The president shall be the chief operating
officer of the corporation.  He shall also be the chief executive officer
unless the board of directors otherwise provides.  The president shall, unless
the board of directors provides otherwise in a specific instance or generally,
preside at all meetings of the stockholders and the board of directors, have
general and active management of the business of the corporation and see that
all orders and resolutions of the board of directors are carried into effect.
The president shall execute bonds, mortgages, and other contracts requiring a
seal, under the seal of the corporation, except where required or permitted by
law to be otherwise signed and executed and except where the signing and
execution thereof shall be expressly delegated by the board of directors to
some other officer or agent of the corporation.

         Section 6.  Vice-Presidents.  In the absence of the president or in
the event of his inability or refusal to act, the vice-president, or if there
be more than one vice-president, the vice-presidents in the order designated by
the board of directors or the chief executive officer (or in the absence of any
designation, then in the order determined by their tenure in office) shall
perform the duties of the president, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the president.  The
vice-presidents shall perform such other duties and have such other powers as
the board of directors or the chief executive officer may from time to time
prescribe.

         Section 7.  Secretary.  The secretary shall have such powers and
perform such duties as are incident to the office of secretary.  He shall
maintain a stock ledger and prepare lists of stockholders and their addresses
as required and shall be the custodian of corporate records.  The





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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
corporation 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 from time to time prescribed by the board of directors or
chief executive officer, under whose supervision he shall be.  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 requiring
it 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 8.  Assistant Secretaries.  The assistant secretary, or if
there be more than one, the assistant secretaries in the order determined by
the board of directors, the chief executive officer or the secretary (or if
there be no such determination, then in the order determined by their tenure in
office), shall, in the absence of the secretary or in the event of his
inability or refusal to act, perform the duties and exercise the powers of the
secretary and shall perform such other duties and have such other powers as the
board of directors, the chief executive officer or the secretary may from time
to time prescribe.  In the absence of the secretary or any assistant secretary
at any meeting of stockholders or directors, the person presiding at the
meeting shall designate a temporary or acting secretary to keep a record of the
meeting.

         Section 9.  Treasurer.  The treasurer shall perform such duties and
shall have such powers as may be assigned to him by the board of directors or
the chief executive officer.  In addition, the treasurer shall perform such
duties and have such powers as are incident to the office of treasurer.  The
treasurer shall have the custody of the corporate funds and securities and
shall keep full and accurate accounts of receipts and disbursements in books
belonging to the corporation and shall deposit all moneys 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, taking proper
vouchers for such disbursements, and shall render to the chief executive
officer and the board of directors, When the chief executive officer or board
of directors so requires, an account of all his transactions as treasurer and
of the financial condition of the corporation.

         Section 10.  Assistant Treasurers.  The assistant treasurer, or if
there shall be more than one, the assistant treasurers in the order determined
by the board of directors, the chief executive officer or the treasurer (or if
there be no such determination, then in the order determined by their tenure in
office), shall, in the absence of the treasurer or in the event of his
inability or refusal to act, perform the duties and exercise the powers of the
treasurer and shall perform such other duties and have such other powers as the
board of directors, the chief executive officer or the treasurer may from time
to time prescribe.

         Section 11.  Bond.  If required by the board of directors, any officer
shall give the corporation a bond in such sum and with such surety or sureties
and upon such terms and conditions as shall be satisfactory to the board of
directors, including without limitation a bond for the faithful performance of
the duties of his office and for the restoration to the corporation





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of all books, papers, vouchers, money and other property of whatever kind in
his possession or under his control and belonging to the corporation.

                                   ARTICLE IV

                                    NOTICES

         Section 1.  Delivery.  Whenever, under the provisions of law, or of
the certificate of incorporation or these bylaws, written notice is required to
be given to any director or stockholder, such notice may be given by mail,
addressed to such director or stockholder, at his address as it appears on the
records of the corporation, with postage thereon prepaid, and such notice shall
be deemed to be given at the time when the same shall be deposited in the
United States mail.  Unless written notice by mail is required by law, written
notice may also be given by telegram, cable, telecopy, commercial delivery
service, telex or similar means, addressed to such director or stockholder at
his address as it appears on the records of the corporation, in which case such
notice shall be deemed to be given when delivered into the control of the
persons charged with effecting such transmission, the transmission charge to be
paid by the corporation or the person sending such notice and not by the
addressee.  Oral notice or other in-hand delivery, in person or by telephone,
shall be deemed given at the time it is actually given.

         Section 2.  Waiver of Notice.  Whenever any notice is required to be
given under the provisions of law or of the certificate of incorporation or of
these bylaws, a waiver thereof in writing, signed by the person or persons
entitled to said notice, whether before or after the time stated therein, shall
be deemed equivalent thereto.

                                   ARTICLE V

                                INDEMNIFICATION

         Section 1.  Actions 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 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, against expenses (including attorneys
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceedings, had no reasonable cause to believe his 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 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 conduct was unlawful.





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         Section 2.  Actions 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 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 against expenses (including attorneys fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and 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 for negligence or misconduct in the performance of his duty to the
corporation unless and only to the extent that the Court of Chancer of the
State of Delaware or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery of the
State of Delaware or such other court shall deem proper.

         Section 3.  Success on the Merits.  To the extent that any person
described in Section 1 or 2 of this Article V has been successful on the merits
or otherwise in defense of any action, suit or proceeding referred to in said
Sections, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.

         Section 4.  Specific Authorization.  Any indemnification under Section
1 or 2 of this Article V (unless ordered by a court) shall be made by the
corporation only as authorized in the specific case upon a determination that
indemnification of any person described in said Sections is proper in the
circumstances because he has met the applicable standard of conduct set forth
in said Sections.  Such determination shall be made (1) by the board of
directors by a majority vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding, or (2) if such a quorum is not
obtainable, or even if obtainable a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (3) by the
stockholders of the corporation.

         Section 5.  Advance Payment.  Expenses incurred in defending a civil
or criminal action, suit or proceeding may be paid by the corporation in
advance of the final disposition of such action, suit or proceeding as
authorized by the board of directors in the manner provided for in Section 4 of
this Article V upon receipt of an undertaking by or on behalf of any person
described in said Section to repay such amount unless it shall ultimately be
determined that he is entitled to indemnification by the corporation as
authorized in this Article V.

         Section 6.  Non-Exclusivity.  The indemnification provided by this
Article V shall not be deemed exclusive of any other rights to which those
indemnified may be entitled under any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office, and
shall continue as to a person who has ceased to be director, officer, employee
or agent of the





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<PAGE>   11
corporation and shall inure to the benefit of the heirs, executors and
administrators of such a person.

         Section 7.  Insurance.  The board of directors may authorize, by a
vote of the majority of the full board, the corporation 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 or agent of another
corporation, partnership, joint venture, trust 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 this
Article V.

         Section 8.  Severability.  If any word, clause or provision of this
Article V or any award made hereunder shall for any reason be determined to be
invalid, the provisions hereof shall not otherwise be affected thereby but
shall remain in full force and effect.

         Section 9.  Intent of Article.  The intent of this Article V is to
provide for indemnification to the fullest extent permitted by section 145 of
the General Corporation Law of Delaware.  To the extent that such Section or
any successor section may be amended or supplemented from time to time, this
Article V shall be amended automatically and construed so as to permit
indemnification to the fullest extent from time to time permitted by law.

                                   ARTICLE VI

                                 CAPITAL STOCK

         Section 1.  Certificates of Stock.  Every holder of stock in the
corporation shall be entitled to have a certificate, signed by, or in the name
of the corporation by, the chairman or vice-chairman of the board of directors,
or the president or a vice-president and the treasurer or an assistant
treasurer, or the secretary or an assistant secretary of the corporation,
certifying the number of shares owned by him in the corporation.  Any or all 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 he were such officer, transfer agent or
registrar at the date of issue.  Certificates may be issued for partly paid
shares and in such case upon the face or back of the certificates issued to
represent any such partly paid shares, the total amount of the consideration to
be paid therefor, and the amount paid thereon shall be specified.

         Section 2.  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.  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 give
reasonable evidence of such loss, theft or destruction, 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





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<PAGE>   12
made against the corporation with respect to the certificate alleged to have
been lost, stolen or destroyed or the issuance of such new certificate.

         Section 3.  Transfer 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, and proper evidence of compliance with other conditions
to rightful 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 4.  Record Date.  In order that the corporation may determine
the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or 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 of directors may fix,
in advance, a record date, which shall not be more than sixty days nor less
then ten days before the date of such meeting, nor more than sixty days prior
to any other action to which such record date relates.  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 of directors may fix a new record date for the adjourned
meeting.  If no record date is fixed, the record date for determining
stockholders entitled to notice of or to vote at a meeting of stockholders
shall be at the close of business on the day before the day on which notice is
given, or, if notice is waived, at the close of business on the day before the
day on which the meeting is held.  The record date for determining stockholders
entitled to express consent to corporate action in writing without a meeting,
when no prior action by the board of directors is necessary, shall be the day
on which the first written consent is expressed.  The record date for
determining stockholders for any other purpose shall be at the close of
business on the day on which the board of directors adopts the resolution
relating to such purpose.

         Section 5.  Registered Stockholders.  The corporation shall be
entitled to recognize the exclusive right of a person registered on its books
as the owner of shares to receive dividends, and to vote as such owner, and to
hold liable for calls and assessments a person registered on its books as the
owner of shares, and shall not be bound to recognize any equitable or other
claim to or interest in such share or shares 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 VII

                              CERTAIN TRANSACTIONS

         Section 1.  Transactions with Interested Parties.  No contract or
transaction between the corporation and one or more of its directors or
officers, or between the corporation and any other corporation, partnership,
association or other organization in which one or more of its directors or
officers are directors or have a financial interest, shall be void or voidable
solely for this reason, or solely because the director or officer is present at
or participates in the meeting of the board or committee thereof which
authorizes the contract or transaction or solely because his or their votes are
counted for such purpose, if:





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<PAGE>   13
         (a) the material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the board of
directors or the committee, and the board or committee in good faith authorizes
the contract or transaction by the affirmative votes of a majority of the
disinterested directors, even though the disinterested directors be less than a
quorum; or

         (b) The material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the stockholders
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the stockholders; or

         (c) The contract or transaction is fair as to the corporation as of
the time it is authorized, approved or ratified, by the board of directors, a
committee thereof, or the stockholders.

         Section 2.  Quorum.  Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the board of directors or
of a committee which authorizes the contract or transaction.

                                  ARTICLE VIII

                               GENERAL PROVISIONS

         Section 1.  Dividends.  Dividends upon the capital stock of the
corporation, if any, may be declared by the board of directors at any regular
or special meeting or by written consent, pursuant to law.  Dividends may be
paid in cash, in property, or in shares of the capital stock, subject to the
provisions of the certificate of incorporation.

         Section 2.  Reserves.  The directors may set apart out of any funds of
the corporation available for dividends a reserve or reserves for any proper
purpose and may abolish any such reserve.

         Section 3.  Checks.  All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the board of directors may from time to time designate.

         Section 4.  Fiscal Year.  The fiscal year of the corporation shall be
fixed by resolution of the board of directors.

         Section 5.  Seal.  The board of directors may, by resolution, adopt a
corporate seal.  The corporate seal shall have inscribed thereon the name of
the corporation, the year of its organization and the word "Delaware."  The
seal may be used by causing it or a facsimile thereof to be impressed or
affixed or otherwise reproduced.  The seal may be altered from time to time by
the board of directors.





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<PAGE>   14
                                   ARTICLE IX

                                   AMENDMENTS

         The board of directors is expressly empowered to adopt, amend or
repeal Bylaws of the corporation, provided, however, that any adoption,
amendment or repeal of Bylaws of the corporation by the board of directors
shall require the approval of at least sixty-six and two- thirds percent of the
total number of authorized directors (whether or not there exist any vacancies
in previously authorized directorships at the time any resolution providing for
adoption, amendment or repeal is presented to the board).  The stockholders
shall also have power to adopt, amend or repeal Bylaws of the corporation,
provided, however, that in addition to any vote of the holders of any class or
series of stock of this corporation required by law or by the Restated
Certificate of Incorporation of the corporation, the affirmative vote of the
holders of at least sixty-six and two-thirds percent of the voting power of all
of the then outstanding shares of the stock of the corporation entitled to vote
generally in the election of directors, voting together as a single class,
shall be required for such adoption, amendment or repeal by the stockholders of
any provisions of the Bylaws of the corporation.





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