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                           Conectiv Resource Partners,
                                      Inc.

                                       4.2

                                     Bylaws
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                                     BYLAWS
                                       OF
                        CONECTIV RESOURCE PARTNERS, INC.



1.                OFFICES.

                  1.1 Offices. In addition to its registered office in the State
of Delaware, the Corporation shall have a corporate office in Wilmington,
Delaware, and such other offices, either within or without the State of
Delaware, at such locations as the Board of Directors may from time to time
determine or the business of the Corporation may require.

2.                SEAL.

                  2.1 Seal. The Corporation shall have a seal, which shall have
inscribed thereon its name and year of incorporation and the words, "Corporate
Seal Delaware."

3.                MEETINGS OF STOCKHOLDERS.

                  3.1 Annual Meetings. The annual meeting of stockholders of the
Corporation shall be held on such date, at such time and at such place within or
without the State of Delaware as shall be determined by the Board of Directors
from time to time.

                  3.2 Special Meetings. Special meetings of the stockholders of
the Corporation shall be held on such date, at such time and at such place
within or without the State of Delaware as may be designated by the Chairman of
the Board or by the Board of Directors.

                  3.3 Notice of Meetings. (a) Notices of meetings of
stockholders shall be in writing and shall state the place, date, and hour of
the meeting, and, in the case of a special meeting, the purpose or purposes for
which a meeting is called. No business other than that specified in the notice
thereof shall be transacted at any special meeting.

                           (b) Such notice shall either be delivered personally
or mailed, postage prepaid, to each stockholder entitled to vote at such meeting
not less than 10 nor more than 60 days before the date of the meeting. If
mailed, the notice shall be directed to the stockholder at his or her address as
it appears on the records of the Corporation. Personal delivery of any such
notice to any officer of a corporation or association or to any member of a
partnership shall constitute delivery of such notice to such corporation,
association, or partnership.
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                           (c) Notice of any meeting of stockholders need not be
given to any stockholder if waived by such stockholder in writing, whether
before or after such meeting is held, or if such stockholder shall sign the
minutes or attend the meeting, except that if such stockholder attends a meeting
for the express purpose of objecting at the beginning of the meeting to the
transaction of any business because the meeting is not lawfully called or
convened, such stockholder shall not be deemed to have waived notice of such
meeting.

                  3.4 Adjourned Meetings. When a meeting is adjourned to another
time or place, unless otherwise provided by these Bylaws, notice need not be
given of the adjourned meeting if the time and place thereof are announced at
the meeting at which the adjournment is taken. At the adjourned meeting the
stockholders may transact any business that might have been transacted at the
original meeting. If an adjournment is for more than 30 days, or if after an
adjournment, a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder entitled to vote at the
meeting.

                  3.5 Quorum and Adjournment. Except as otherwise provided by
law, by the Certificate of Incorporation of the Corporation, or by these Bylaws,
the presence, in person or by proxy, of the holders of a majority of the
aggregate voting power of the stock issued and outstanding, entitled to vote
thereat, shall constitute a quorum for the transaction of business at all
meetings of stockholders. If such majority shall not be present or represented
at any meeting of stockholders, the stockholders present, although less than a
quorum, shall have the power to adjourn the meeting.

                  3.6 Vote Required. Except as otherwise provided by law or by
the Certificate of Incorporation:

                           (a) Directors shall be elected by a plurality of the
votes present in person or represented by proxy at a meeting of stockholders and
entitled to vote in the election of directors, and

                           (b) whenever any corporate action other than the
election of Directors is to be taken, it shall be authorized by a majority in
voting power of the shares present in person or by proxy at a meeting of
stockholders and entitled to vote on the subject matter.

                  3.7 Manner of Voting. At each meeting of stockholders, each
stockholder having the right to vote shall be entitled to vote in person or by
proxy. Proxies need not be filed with the Secretary of the Corporation until the
meeting is called to order, but shall be filed before being voted. Each
stockholder shall be entitled to vote each share of stock having voting power
registered in his or her name on the books of the Corporation on the record date
fixed for determination of stockholders entitled to vote at such meeting.

                  3.8 Stockholder Action Without a Meeting. Except as otherwise
provided by law or by the Certificate of Incorporation, any action required to
be taken at any meeting of
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stockholders of the corporation, or any action that may be taken at any annual
or special meeting of such stockholders, may be taken without a meeting,
without prior notice, and without a vote, if a consent in writing, setting forth
the action so taken, shall be signed by the holders of outstanding stock having
not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote thereon
were present and voted. 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 the holders to take the action were delivered to the
Corporation.

                  3.9 Proxies. (a) At any meeting of stockholders, any
stockholder may be represented and vote by proxy or proxies appointed by a
written form of proxy. In the event that any form of proxy shall designate two
or more persons to act as proxies, a majority of such persons present at the
meeting or, if only one shall be present, then that one shall have and may
exercise all of the powers conferred by the form of proxy upon all of the
persons so designated unless the form of proxy shall otherwise provide.

                           (b) The Board of Directors may, in advance of any
annual or special meeting of the stockholders, prescribe additional regulations
concerning the manner of execution and filing of proxies and the validation of
the same, which are intended to be voted at any such meeting.

                  3.10 Presiding Officer and Secretary. The Chairman of the
Board shall act as chairman of all meetings of the stockholders. In the absence
of the Chairman of the Board, the Vice Chairman of the Board or, in his or her
absence, the Chief Executive Officer or, in his or her absence, the President
or, in his or her absence, any Vice President designated by the Board of
Directors shall act as chairman of the meeting.

                  The Secretary of the Corporation shall act as secretary of all
meetings of the stockholders, but, in the absence of the Secretary, the
Assistant Secretary designated in accordance with Section 5.11(b) of these
Bylaws shall act as secretary of all meetings of the stockholders, but in the
absence of a designated Assistant Secretary, the chairman of the meeting may
appoint any person to act as secretary of the meeting.

                  3.11 Procedure. At each meeting of stockholders, the chairman
of the meeting shall fix and announce the date and time of the opening and the
closing of the polls for each matter upon which the stockholders will vote at
the meeting and shall determine the order of business and all other matters of
procedure. Except to the extent inconsistent with any such rules and regulations
as adopted by the Board of Directors, the chairman of the meeting may establish
rules, which need not be in writing, to maintain order and safety and for the
conduct of the meeting. Without limiting the foregoing, he or she may:
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                           (a) restrict attendance at any time to bona fide
stockholders of record and their proxies and other persons in attendance at the
invitation of the chairman;

                           (b) restrict dissemination of solicitation materials
and use of audio or visual recording devices at the meeting;

                           (c) adjourn the meeting without a vote of the
stockholders, whether or not there is a quorum present; and

                           (d) make rules governing speeches and debate,
including time limits and access to microphones.

The chairman of the meeting shall be entitled to act in his or her absolute
discretion and his or her rulings shall not be subject to appeal.

4.                DIRECTORS.

                  4.1 Powers. The Board of Directors shall exercise all of the
powers of the Corporation except such as are by law, or by the Certificate of
Incorporation of this Corporation or by these Bylaws conferred upon or reserved
to the stockholders of any class or classes.

                  4.2 Resignations. Any Director may resign at any time by
giving written notice to the Board of Directors or the Secretary. Such
resignation shall take effect at the date of receipt of such notice or at any
later time specified therein. Acceptance of such resignation shall not be
necessary to make it effective.

                  4.3 Presiding Officer and Secretary. The Chairman of the Board
shall act as chairman of all meetings of the Board of Directors. In the absence
of the Chairman of the Board, the Vice Chairman of the Board, or in his absence,
the Chief Executive Officer or other person designated by the Board of Directors
shall act as chairman of the meeting.

                  The Secretary of the Corporation shall act as secretary of all
meetings of the Board of Directors, but, in the absence of the Secretary, the
Assistant Secretary designated in accordance with Section 5.11(b) of these
Bylaws shall act as secretary of all meetings of the Board of Directors, but in
the absence of a designated Assistant Secretary, the chairman of the meeting may
appoint any person to act as secretary of the meeting.

                  4.4 Annual Meetings. The Board of Directors shall meet each
year immediately following the annual meeting of stockholders, at the place
where such meeting of stockholders has been held, or at such other place as
shall be fixed by the person presiding over the meeting of the stockholders, for
the purpose of election of officers and consideration of such other business as
the Board of Directors considers relevant to the management of the Corporation.
In the event that in any year Directors are elected by written consent in lieu
of
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an annual meeting of stockholders, the Board of Directors shall meet in such
year as soon as practicable after receipt of such written consent by the
Corporation at such time and place as shall be fixed by the Chairman of the
Board, for the purpose of election of officers and consideration of such other
business as the Board of Directors considers relevant to the management of the
Corporation.

                  4.5 Regular Meetings. Regular meetings of the Board of
Directors shall be held on such dates and at such times and places, within or
without the state of Delaware, as shall from time to time be determined by the
Board of Directors. In the absence of any such determination, such meetings
shall be held at such times and places, within or without the State of Delaware,
as shall be designated by the Chairman of the Board on not less than twelve
hours notice to each Director, given verbally or in writing, whether personally,
by telephone (including by message or recording device), by facsimile
transmission, by telegram, or by telex, or on not less than three (3) calendar
days' notice to each Director given by mail.

                  4.6 Special Meetings. Special meetings of the Board of
Directors shall be held at the call of the Chairman of the Board at such times
and places, within or without the State of Delaware, as he or she shall
designate, on not less than twelve hours notice to each Director, given verbally
or in writing, whether personally, by telephone (including by message or
recording device), by facsimile transmission, by telegram, or by telex, or on
not less than three (3) calendar days' notice to each Director given by mail.
Special meetings shall be called by the Secretary on like notice at the written
request of a majority of the Directors then in office.

                  4.7 Quorum and Powers of a Majority. At all meetings of the
Board of Directors and of each committee thereof, a majority of the members
shall be necessary and sufficient to constitute a quorum for the transaction of
business, and the act of a majority of the members present at any meeting at
which a quorum is present shall be the act of the Board of Directors or such
committee, unless by express provision of law, of the Certificate of
Incorporation, or of these Bylaws, a different vote is required, in which case
such express provision shall govern and control. In the absence of a quorum, a
majority of the members present at any meeting may, without notice other than
announcement at the meeting, adjourn such meeting from time to time until a
quorum is present.

                  4.8 Waiver of Notice. Notice of any meeting of the Board of
Directors, or any committee thereof, need not be given to any member if waived
by him or her in writing, whether before or after such meeting is held, or if he
or she shall sign the minutes or attend the meeting, except that if such
Director attends a meeting for the express purpose of objecting at the beginning
of the meeting to the transaction of any business because the meeting is not
lawfully called or convened, then such Director shall not be deemed to have
waived notice of such meeting.

                  4.9 Manner of Acting. (a) Members of the Board of Directors,
or any committee thereof, may participate in any meeting of the Board of
Directors or such
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committee by means of conference telephone or similar communications equipment
by means of which all persons participating therein can hear each other, and
participation in a meeting by such means shall constitute presence in person at
such meeting.

                           (b) Any action required or permitted to be taken at
any meeting of the Board of Directors or any committee thereof may be taken
without a meeting if all members of the Board of Directors or such committee, as
the case may be, consent thereto in writing, and the writings are filed with the
minutes of proceedings of the Board of Directors or such committee.

                  4.10 Compensation. (a) The Board of Directors, by a resolution
or resolutions, may fix, and from time to time change, the compensation of
Directors.

                           (b) Each Director shall be entitled to reimbursement
from the Corporation for his or her reasonable expenses incurred with respect to
duties as a member of the Board of Directors or any committee thereof.

                           (c) Nothing contained in these Bylaws shall be
construed to preclude any Director from serving the Corporation in any other
capacity and from receiving compensation from the Corporation for service
rendered to it in such other capacity.

                  4.11 Committees. The Board of Directors (or any committee
thereof having the power and authority to do so) may designate one or more
committees, each committee to consist of one or more Directors, which to the
extent provided in said resolution or resolutions shall have and may exercise
the powers and authority of the Board of Directors in the management of the
business and affairs of the corporation; provided, however, that 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 General Corporation Law of Delaware
(the "GCLD") to be submitted to stockholders for approval or (ii) adopting,
amending, or repealing any bylaw of the Corporation. The Board of Directors may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member of the committee. In the absence or
disqualification of a member of a committee, the member or members present at
any meeting of such committee and not disqualified from voting, whether or not
such member of members constitute a quorum, may unanimously appoint another
member of the board of directors to act at the meeting in place of such absent
or disqualified director.

                  4.12 Committee Procedure, Limitations of Committee Powers. (a)
Except as otherwise provided by these Bylaws, each committee shall adopt its own
rules governing the time, place and method of holding its meetings and the
conduct of its proceedings and shall meet as provided by such rules or by
resolution of the Board of Directors. Unless otherwise provided by these Bylaws
or any such rules or resolutions, notice of the time and place of each meeting
of a committee shall be given to each member of such committee as provided in
Section 4.6 of these Bylaws with respect to notices of special meetings of the
Board of Directors.
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                           (b) Each committee shall keep regular minutes of its
proceedings and report the same to the Board of Directors when required.

                           (c) Any member of any committee may be removed from
such committee either with or without cause, at any time, by the Board of
Directors at any meeting thereof. Any vacancy in any committee shall be filled
by the Board of Directors in the manner prescribed by the Certificate of
Incorporation or these Bylaws for the original appointment of the members of
such committee.

5.                OFFICERS.

                  5.1 Number. (a) The officers of the Corporation shall include
a Chief Executive Officer, a President, one or more Vice Presidents (including
one or more Executive Vice Presidents and one or more Senior Vice Presidents if
deemed appropriate by the Board of Directors), a Secretary, a Treasurer, and a
Controller. The Board of Directors shall also elect a Chairman of the Board and
may elect a Vice Chairman of the Board. The Board of Directors may also elect
such other officers as the Board of Directors may from time to time deem
appropriate or necessary. Except for the Chairman of the Board, the Vice
Chairman of the Board, and the Chief Executive Officer, none of the officers of
the Corporation needs to be a director of the Corporation. Any two or more
offices may be held by the same person to the extent permitted by the GCLD.

                           (b) The Board of Directors may delegate to the Chief
Executive Officer or President the power to appoint one or more employees of the
Corporation as divisional or departmental vice presidents and fix the duties of
such appointees. However, no such divisional or departmental vice president
shall be considered as an officer of the Corporation, the officers of the
Corporation being limited to those officers elected by the Board of Directors.

                  5.2 Election of Officers, Qualification and Term. The officers
of the Corporation shall be elected from time to time by the Board of Directors
and, except as may otherwise be expressly provided in a contract of employment
duly authorized by the Board of Directors, shall hold office at the pleasure of
the Board of Directors.

                  5.3 Removal. Any officer elected by the Board of Directors may
be removed, either with or without cause, by the Board of Directors at any
meeting thereof, or to the extent delegated to the Chairman of the Board or the
Chief Executive Officer, by the Chairman of the Board or the Chief Executive
Officer.

                  5.4 Resignations. Any officer of the Corporation may resign at
any time by giving written notice to the Board of Directors or to the Chairman
of the Board or to the Chief
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Executive Officer. Such resignation shall take effect at the date of the receipt
of such notice 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.

                  5.5 Salaries. The salaries of all officers of the Corporation
shall be fixed by the Board of Directors from time to time, and no officer shall
be prevented from receiving such salary by reason of the fact that he or she is
also a Director of the Corporation.

                  5.6 The Chairman of the Board. The Chairman of the Board shall
have the powers and duties customarily and usually associated with the office of
the Chairman of the Board. The Chairman of the Board shall preside at meetings
of the stockholders and of the Board of Directors.

                  5.7 Vice Chairman of the Board. The Vice Chairman of the Board
shall have the powers and duties customarily and usually associated with the
office of the Vice Chairman of the Board.

                  5.8 Chief Executive Officer. The Chief Executive Officer shall
have, subject to the supervision, direction and control of the Board of
Directors, the general powers and duties of supervision, direction and
management of the affairs and business of the Corporation usually vested in the
chief executive officer of a corporation, including, without limitation, all
powers necessary to direct and control the organizational and reporting
relationships within the Corporation. If at any time the office of the Chairman
of the Board and the Vice Chairman of the Board shall not be filled, or in the
event of the temporary absence or disability of the Chairman of the Board and
the Vice Chairman of the Board, the Chief Executive Officer shall have the
powers and duties of the Chairman of the Board.

                  5.9 The President. The President shall serve as chief
operating officer and shall have such other powers and perform such other duties
as may be delegated to him or her from time to time by the Board of Directors or
the Chief Executive Officer.

                  5.10 The Vice Presidents. Each Vice President shall have such
powers and perform such duties as may from time to time be assigned to him or
her by the Board of Directors, the Chief Executive Officer, or the President.

                  5.11 The Secretary and the Assistant Secretary. (a) The
Secretary shall attend meetings of the Board of Directors and meetings of the
stockholders and record all votes and minutes of all such proceedings in a book
kept for such purpose. He or she shall have all such further powers and duties
as generally are incident to the position of Secretary or as may from time to
time be assigned to him or her by the Board of Directors, the Chief Executive
Officer, or the President.

                           (b) Each Assistant Secretary shall have such powers
and perform such duties as may from time to time be assigned to him or her by
the Board of Directors, the
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Chief Executive Officer, the President, or the Secretary. In case of the absence
or disability of the Secretary, the Assistant Secretary designated by the Chief
Executive Officer (or, in the absence of such designation, by the Secretary)
shall perform the duties and exercise the powers of the Secretary.

                  5.12 The Treasurer and the Assistant Treasurer. (a) The
Treasurer shall have custody of the Corporation's funds and securities and shall
keep full and accurate accounts of receipts and disbursements in books belonging
to the Corporation and shall deposit or cause to be deposited moneys or 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. The Treasurer shall
also maintain adequate records of all assets, liabilities, and transactions of
the Corporation and shall see that adequate audits thereof are currently and
regularly made. The Treasurer shall have such other powers and perform such
other duties that generally are incident to the position of Treasurer or as may
from time to time be assigned to him or her by the Board of Directors, the Chief
Executive Officer, or the President.

                           (b) Each Assistant Treasurer shall have such powers
and perform such duties as may from time to time be assigned to him or her by
the Board of Directors, the Chief Executive Officer, the President, or the
Treasurer. In case of the absence or disability of the Treasurer, the Assistant
Treasurer designated by the Chief Executive Officer (or, in the absence of such
designation, by the Treasurer) shall perform the duties and exercise the powers
of the Treasurer.

                  5.13 Controller. The Controller shall be responsible for
maintaining the accounting records and statements, and shall properly account
for all monies and obligations due the Corporation and all properties, assets,
and liabilities of the Corporation. The Controller shall render to the Chairman
of the Board or the President such periodic reports covering the results of
operations of the Corporation as may be required by either of them or by law.

6.                STOCK

                  6.1 Certificates. Certificates for shares of stock of the
Corporation shall be issued under tILe seal of the Corporation, or a facsimile
thereof, and shall be numbered and shall be entered in the books of the
Corporation as they are issued. Each certificate shall bear a serial number,
shall exhibit the holder's name and the number of shares evidenced thereby, and
shall be signed by the Chairman of the Board or a Vice Chairman, if any, or the
Chief Executive Officer or the President or any Vice President, and by the
Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer.
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 such person or entity
were such officer, transfer agent, or registrar at the date of issue.
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                  6.2 Transfers. Transfers of stock of the Corporation shall be
made on the books of the Corporation only upon surrender to the Corporation of a
certificate (if any) for the shares duly endorsed or accompanied by proper
evidence of succession, assignment, or authority to transfer, provided such
succession, assignment, or transfer is not prohibited by the Certificate of
Incorporation, these Bylaws, applicable law or contract. Thereupon, the
Corporation shall issue a new certificate (if requested) to the person entitled
thereto, cancel the old certificate (if any), and record the transaction upon
its books.

                  6.3 Lost, Stolen, or Destroyed Certificates. Any person
claiming a certificate of stock to be lost, stolen, or destroyed shall make an
affidavit or an affirmation of that fact, and shall give the Corporation a bond
of indemnity in satisfactory form and with one or more satisfactory sureties,
whereupon a new certificate (if requested) may be issued of the same tenor and
for the same number of shares as the one alleged to be lost, stolen, or
destroyed.

                  6.4 Registered Stockholders. The Corporation shall be entitled
to recognize the exclusive right of a person registered on its books as the
owner of shares as the person entitled to exercise the rights of a stockholder
and shall not be bound to recognize any equitable or other claim to or interest
in any such shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise expressly provided by the
GCLD.

                  6.5 Additional Powers of the Board. (a) In addition to those
powers set forth in Section 4.1, the Board of Directors shall have power and
authority to make all such rules and regulations as it shall deem expedient
concerning the issue, transfer, and registration of certificates for shares of
stock of the Corporation, including the use of uncertificated shares of stock
subject to the provisions of the GCLD.

                           (b) The Board of Directors may appoint and remove
transfer agents and registrars of transfers, and may require all stock
certificates to bear the signature of any such transfer agent and/or any such
registrar of transfers.

7.                INDEMNIFICATION

                  7.1 Each 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 (hereinafter a
"proceeding"), by reason of the fact that he or she, or the person of whom he or
she is the legal representative, is or was a director or officer of the
Corporation or is or was serving at the request of the Corporation, as a
director, officer, employee, or agent of another corporation or of a
partnership, joint venture, trust, or other enterprise, including service with
respect to employee benefit plans, shall be indemnified and held harmless by the
Corporation to the fullest extent authorized by the GCLD, as the same exists or
may hereafter be amended (but, in the case of any such amendment, only to the
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extent that such amendment permits the Corporation to provide broader
indemnification rights than said law permitted the Corporation to provide prior
to such amendment), against all expenses, liability, and loss (including
attorneys' fees, judgments, fines, ERISA excise taxes or penalties, and amounts
paid or to be paid in settlement) reasonably incurred or suffered by such person
in connection therewith and such indemnification shall continue as to a person
who has ceased to be a director, officer, employee, or agent and shall inure to
the benefit of his or her heirs, executors, and administrators; provided,
however, that, except as provided in this Article 7, the Corporation shall
indemnify any such person seeking indemnification in connection with a
proceeding (or part thereof) initiated by such person only if authorized by the
Board of Directors of the Corporation. Any indemnification under this Article 7
(unless ordered by a court) shall be made by the Corporation only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee, or agent is proper in the circumstances because he or she has
met the applicable standard set forth in the GCLD. Such a determination shall be
made (a) by a majority vote of the directors who are not parties to such action,
suit or proceeding, even though less than a quorum; (b) by a committee of such
directors designated by majority vote of such directors, even though less than a
quorum; (c) by independent legal counsel (compensated by the Corporation) in a
written opinion; (d) by the stockholders; or (e) in any other manner permitted
by the GCLD. In addition to the right to indemnification conferred in this
Article 7, each of the above persons shall have the right to be paid by the
Corporation the expenses incurred in defending any such proceeding in advance of
its final disposition; provided, however, that, if the GCLD requires, the
payment of such expenses incurred by a present director or officer in his or her
capacity as a director or officer of the corporation (and not in any other
capacity in which service was or is rendered by such person while a director or
officer, including, without limitation, service to an employee benefit plan) in
advance of the final disposition of a proceeding, shall be made only upon
delivery to the Corporation of an undertaking, by or on behalf of such present
director or officer, to repay all amounts so advanced if it shall ultimately be
determined that such director or officer is not entitled to be indemnified under
this Article 7 or otherwise. The Corporation may, by any manner permitted by the
GCLD, provide indemnification and advancement of expenses to employees and
agents of the Corporation with the same scope and effect as the foregoing
indemnification of directors and officers. The right to indemnification and to
an advancement of expenses conferred in this Article 7 shall be a contract
right.

                  7.2 If a claim under Section 7.1 of this Article 7 is not paid
in full by the Corporation within 30 days after a written claim has been
received by the Corporation, the claimant may at any time thereafter bring suit
against the Corporation to recover the unpaid amount of the claim and, if
successful in whole or in part, the claimant shall be entitled to be paid also
the expense of prosecuting such claim (including attorneys' fees). It shall be a
defense to any such action (other than an action brought to enforce a claim for
expenses incurred in defending any proceeding in advance of its final
disposition where the required undertaking, if any is required, has been
tendered to the Corporation) that the claimant has not met the standard of
conduct which makes it permissible under the GCLD for the Corporation to
indemnify the claimant for the amount claimed, but the burden of proving such
defense shall be on the Corporation. Neither the failure of the Corporation
(including its Board of
<PAGE>   13
Directors, a committee thereof, independent legal counsel, or its stockholders)
to have made a determination prior to the commencement of such action that
indemnification of the claimant is proper in the circumstances because he or she
has met the applicable standard of conduct set forth in the GCLD, nor an actual
determination by the Corporation (including its Board of Directors, a committee
thereof, independent legal counsel, or its stockholders) that the claimant has
not met such applicable standard of conduct, shall be a defense to the action or
create a presumption that the claimant has not met the applicable standard of
conduct. In any suit brought by the claimant to enforce a right to
indemnification or to an advancement of expenses hereunder, or brought by the
Corporation to recover an advancement of expenses pursuant to the terms of an
undertaking, the burden of proving that the claimant is not entitled to be
indemnified, or to such advancement of expenses, under this Article 7 or
otherwise shall be on the Corporation.

                  7.3 The rights to indemnification and the payment of expenses
incurred IN defending a proceeding in advance of its final disposition conferred
in this Article 7, shall not be exclusive of any other right that any person may
have or hereafter acquire under any statute, provision of the certificate of
incorporation of the Corporation, this bylaw, agreement, vote of stockholders or
disinterested directors, or otherwise.


                  7.4 The Corporation may maintain insurance, at its expense, to
protect itself and any director, officer, employee, or agent of the Corporation
or another corporation, partnership, joint venture, trust, or other enterprise
against any such expense, liability, or loss, whether or not the Corporation
would have the power to indemnify such person against such expense, liability,
or loss under the GCLD.

                  7.5 The Corporation may enter into an indemnity agreement with
any director, officer, employee, or agent of the Corporation, or of another
corporation, partnership, joint venture, trust, or other enterprise, upon terms
and conditions that the Board of Directors deems appropriate, as long as the
provisions of the agreement are not impermissible under applicable law.

                  7.6 Any amendment or repeal of this Article 7 shall not be
retroactive in effect.

                  7.7 In case any provision in this Article 7 shall be
determined at any time to be unenforceable in any respect, the other provisions
shall not in any way be affected or impaired thereby, and the affected provision
shall be given the fullest possible enforcement in the circumstances, it being
the intention of the Corporation to afford indemnification and advancement of
expenses to the persons indemnified hereby to the fullest extent permitted by
law.

                  7.8 The Corporation may, by action of the Board of Directors,
authorize one or more officers to grant rights to indemnification and
advancement of expenses to former
<PAGE>   14
directors and officers or to other employees or agents of the Corporation on
such terms and conditions as such officer or officers deem appropriate under the
circumstances.

8.                MISCELLANEOUS

                  8.1 Place and Inspection of Books. (a) The books of the
Corporation other than such books as are required by law to be kept within the
State of Delaware shall be kept in such place or places either within or without
the State of Delaware as the Board of Directors may from time to time determine.

                           (b) At least ten days before each meeting of
stockholders, the officer in charge of the stock ledger of the Corporation shall
prepare 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 where the meeting is to be
held, which place shall be specified in the notice of the meeting, or, if not
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.

                           (c) The Board of Directors shall determine from time
to time whether and, if allowed, when and under what conditions and regulations
the accounts and books of the Corporation (except such as may be by law
specifically open to inspection or as otherwise provided by these Bylaws) or any
of them shall be open to the inspection of the stockholders and the
stockholders' rights in respect thereof.

                  8.2 Voting Shares in Other Corporations. The Chief Executive
Officer, the President, or any other officer of the Corporation designated by
the Board of Directors may vote any and all shares held by the Corporation in
any other corporation.

                  8.3 Fiscal Year. The fiscal year of the Corporation shall be
such fiscal year as the Board of Directors from time to time by resolution shall
determine.

                  8.4 Gender/Number. As used in these Bylaws, the masculine,
feminine, or neuter gender, and the singular or plural number, shall each
include the others whenever the context so indicates.

                  8.5 Paragraph Titles. The titles of the paragraphs have been
inserted as a matter of reference only and shall not control or affect the
meaning or construction of any of the terms and provisions hereof.

                  8.6 Amendment. These Bylaws may be altered, amended, or
repealed by (a) the affirmative vote of 80% or more of the aggregate number of
votes that the holders of the then outstanding shares of common stock and
preferred stock are entitled to cast on the
<PAGE>   15
amendment, or (b) by resolution adopted by the affirmative vote of not less than
a majority of the Directors in office, at any annual or regular meeting of the
Board of Directors or at any special meeting of the Board of Directors if notice
of the proposed alteration, amendment, or repeal be contained in written notice
of such special meeting. Notwithstanding the foregoing, the amendment of any
provision of these Bylaws that requires an affirmative vote in excess of a
majority of the Directors in office shall require the affirmative vote of at
least the number of directors the affirmative vote of whom is required by such
provision.

                  8.7 Certificate of Incorporation. Notwithstanding anything to
the contrary contained herein, if any provision contained in these Bylaws is
inconsistent with or conflicts with a provision of the Certificate of
Incorporation, such provision of these Bylaws shall be superseded by the
inconsistent provision in the Certificate of Incorporation to the extent
necessary to give effect to such provision in the Certificate of Incorporation.