<PAGE>

                       BYLAWS OF GOLDEN STATE BANCORP INC.
                             Adopted June, 23, 1997
                       As Amended - Effective May 18, 1999


                                    ARTICLE I
                                     OFFICES

         SECTION 1. Registered Office. Golden State Bancorp Inc. (hereinafter
referred to as the "Corporation") shall at all times maintain a registered
office in the State of Delaware, which, except as otherwise determined by the
Board of Directors of the Corporation (hereinafter referred to as the "Board"),
shall be in the City of Wilmington, County of New Castle.

         SECTION 2. Other Offices. The Corporation may also have offices at such
other places within or without the State of Delaware as the Board shall from
time to time designate or the business of the Corporation shall require.

                                   ARTICLE II
                                  Stockholders

         SECTION 1. Place of Meetings. All annual and special meetings of
stockholders shall be held at such places within or without the State of
Delaware as may from time to time be designated by the Board and specified in
the notice of meeting.

         SECTION 2. Annual Meeting. The annual meeting of the stockholders of
the Corporation for the election of directors and for the transaction of any
other business of the Corporation shall be held on such date and time as shall
be designated from time to time by the Board and stated in the notice of the
meeting.

         SECTION 3. Special Meetings. A special meeting of the stockholders may
be called by the Chairman of the Board of Directors of the Corporation or a
majority of the Board then in office, and shall be called by the Chairman of the
Board of Directors of the Corporation or by a majority of the Board of Directors
upon the written request of the holders of not less than 10% of the outstanding
capital stock of the Corporation entitled to vote at a meeting. Business to be
transacted at any special meeting of the stockholders called upon the written
request of stockholders in accordance with this Section 3 shall be limited to
the business set forth in such written request and any other business or
proposals as the Board of Directors shall determine and shall be set forth in
the notice of such meeting.

         SECTION 4. Conduct of Meetings. Annual and special meetings of the
stockholders shall be conducted in accordance with Delaware law unless otherwise
prescribed by the Bylaws. The Chairman of the Board, or in the absence of the
Chairman of the Board, the highest ranking officer of the Corporation who is
present, or such other person as the Board shall have designated, shall call to
order any meeting of the stockholders and act as chairman of the meeting. The
Secretary of the Corporation, if present at the meeting, shall be the secretary
of the meeting. In


                                       1
<PAGE>

the absence of the Secretary of the Corporation, the secretary of the meeting
shall be such person as the chairman of the meeting shall appoint. The chairman
of any meeting of the stockholders, unless otherwise prescribed by law or
regulation or unless the Chairman of the Board has otherwise determined, shall
determine the order of business and the procedure at the meeting.

         SECTION 5. Notice of Meetings. Written notice stating the place, day
and hour of the meeting and the purpose or purposes for which the meeting of the
stockholders is called shall be delivered not less than ten nor more than sixty
days before the date of the meeting, either personally or by mail, by or at the
direction of the Chairman of the Board, the Secretary or the directors
requesting the meeting, to each stockholder of record entitled to vote at such
meeting. If mailed, such notice shall be deemed given when deposited in the
United States mail, postage prepaid, addressed to the stockholder at his or her
address as it appears on the stock transfer books or records of the Corporation
as of the record date prescribed in Section 6 of this Article II. When any
meeting of the stockholders either annual or special, is adjourned for more than
thirty days or if after adjournment, a new record date is fixed for the
adjourned meeting, notice of the adjourned meeting shall be given as in the case
of an original meeting. It shall not be necessary to give any notice of the time
and place of any other adjourned meeting of the stockholders, other than an
announcement at the meeting at which such adjournment is taken.

         SECTION 6. Fixing of Record Date. For the purpose of determining
stockholders entitled to notice of or to vote at any meeting of the stockholders
or any adjournment thereof, or stockholders entitled to receive payment of any
dividend, or in order to make a determination of stockholders for any other
proper purpose under Delaware law, the Board may fix, in advance, a date as the
record date for any such determination of stockholders. Such date shall not be
more than sixty days and not less than ten days before the date of such meeting,
nor more than sixty days prior to any other action.

         SECTION 7. Voting Lists. The Secretary of the Corporation, or other
officer or agent of the Corporation having charge of the stock transfer books
for shares of the capital stock of the Corporation, shall prepare and make, at
least ten days before each meeting of the stockholders, a complete list of the
stockholders entitled to vote at such meeting, or any adjournment thereof,
arranged in alphabetical order, with the address of and the number of shares
held by each stockholder. Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during ordinary business
hours, for a period of at least 10 days prior to the meeting as required by
applicable law. Such list shall also be produced and kept open at the time and
place of the meeting during the whole time thereof and shall be subject to the
inspection of any stockholder present at the meeting. The stock transfer books
shall be the only evidence as to who are the stockholders entitled to examine
the stock transfer books, or to vote in person or by proxy at any meeting of
stockholders.

         SECTION 8. Quorum. A majority of the outstanding shares of the
Corporation entitled to vote at a meeting of the stockholders, represented in
person or by proxy, shall constitute a quorum at a meeting. If less than a
majority of the outstanding shares are represented at a meeting, a majority of
the shares so represented may adjourn the meeting from time to time without
further notice. At such adjourned meeting at which a quorum shall be present or
represented, any business


                                       2
<PAGE>

may be transacted which might have been transacted at the meeting as originally
called. The stockholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
stock holders to leave less than a quorum.

         SECTION 9. Proxies. At any meeting of the stockholders, every
stockholder having the right to vote shall be entitled to vote in person, or by
proxy appointed by an instrument in writing and complying with the requirements
of Delaware law.

         SECTION 10. Voting by the Corporation. Neither treasury shares of its
own capital stock held by the Corporation, nor shares held by another
corporation, a majority of the shares of which entitled to vote for the election
of directors are held by the Corporation, shall be entitled to vote or be
counted for quorum purposes at any meeting of the stockholders; provided,
however, that the Corporation may vote shares of its capital stock held by it,
or by any such other corporation, if such shares of capital stock are held by
the Corporation or such other corporation in a fiduciary capacity.

         SECTION 11. "Advance Notice of New Business at Annual Meetings. At the
annual meeting of stockholders only such business shall be conducted that is
either (a) specified in the notice of meeting (or any supplement thereto) given
by or at the direction of the Board of Directors (or any duly authorized
committee thereof), (b) otherwise properly brought before the annual meeting by
or at the direction of the Board of Directors (or any duly authorized committee
thereof) or by the Chairman or (c) otherwise properly brought before the annual
meeting by any stockholder of the Corporation (I) who is a stockholder of record
on the date of the giving of the notice provided for in this Section 11 and on
the record date for the determination of stockholders entitled to vote at such
annual meeting and (ii) who complies with the notice procedures set forth in
this Section 11.

     In addition to any other applicable requirements for business to be
properly brought before an annual meeting by a stockholder, such stockholder
must have given timely notice thereof in proper written form to the Secretary of
the Corporation.

     To be timely, a stockholder's notice to the Secretary must be delivered to
or mailed and received at the principal executive offices of the Corporation not
less than ninety (90) days nor more than one-hundred twenty (120) days prior to
the anniversary date of the immediately preceding annual meeting of
stockholders; provided, however, that in the event that the annual meeting is
called for a date that is not within thirty (30) days before or after such
anniversary date, notice by the stockholder in order to be timely must be so
received not later than the close of business on the tenth (10th) day following
the day on which such notice of the date of the annual meeting was mailed or
such public disclosure of the date of the annual meeting was made, whichever
first occurs.


     To be in proper written form, a stockholder's notice to the Secretary must
set forth as to each matter such stockholder proposes to bring before the annual
meeting (i) a brief description


                                       3
<PAGE>

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 such stockholder, (iii) the class or series and number of shares of
capital stock of the Corporation which are owned beneficially or of record by
such stockholder, (iv) a description of all arrangements or understandings
between such stockholder and any other person or persons (including their names)
in connection with the proposal of such business by such stockholder and any
material interest of such stockholder in such business and (v) a representation
that such stockholder intends to appear in person or by proxy at the annual
meeting to bring such business before the meeting.

    No business shall be conducted at the annual meeting of stockholders except
business brought before the annual meeting in accordance with the procedures set
forth in this Section 11, provided, however, that, once business has been
properly brought before the annual meeting in accordance with such procedures,
nothing in this Section 11 shall be deemed to preclude discussion by any
stockholder of any such business. If the Chairman of an annual meeting
determines that business was not properly brought before the annual meeting in
accordance with the foregoing procedures, the Chairman shall declare to the
meeting that the business was not properly brought before the meeting and such
business shall not be transacted.

    The provisions of this Section 11 shall not prevent the consideration and
approval or disapproval at the stockholders' meeting of reports of officers,
directors and committees of the Board of Directors, but, in connection with such
reports, no new business shall be acted upon at such meeting unless stated,
filed and received as herein provided.

         SECTION 12. Informal Action by Stockholders. Any action required to be
taken at a meeting of the stockholders, or any other action which may be taken
at a meeting of stockholders, may be taken without a meeting if consent in
writing, setting forth the action so taken, shall be signed by all of the
stockholders entitled to vote with respect to the subject matter of such action.

         SECTION 13. Inspectors of Election. In advance of any meeting of
stockholders, the Board may appoint any persons other than nominees for office
as inspectors of election to act at such meeting or any adjournment thereof. If
inspectors of election be not so appointed, or if any persons so appointed fail
to appear or refuse to act, the presiding officer of any such meeting may, and
on the request of any stockholder or a stockholder's proxy shall, make such
appointment at the meeting. The number of inspectors shall be either one or
three. If appointed at a meeting on the request of one or more stockholders or
proxies, the majority of shares represented in person or by proxy shall
determine whether one or three inspectors are to be appointed. The duties of
such inspectors shall include: determining the number of shares of stock and the
voting power of each share, the shares of stock represented at the meeting, the
existence of a quorum, and the authenticity, validity and effect of the proxies;
receiving votes, ballots or consents; hearing and determining all challenges and
questions in any way arising in connection with the right to vote; counting and
tabulating all votes or consents; determining the result, and such acts as may
be proper to conduct the election or vote with fairness to all stockholders.

                                   ARTICLE III
                               BOARD OF DIRECTORS

         SECTION 1. General Powers. The business and affairs of the Corporation
shall be


                                       4
<PAGE>

managed by or under the direction of the Board. The Board shall annually elect a
Chairman of the Board and a President, and may elect one or more Vice Chairman
from among its members, and shall designate, when present, either the Chairman
or the President or a Vice Chairman to preside at its meeting.

         SECTION 2. Number. The Board shall consist of not less than five nor
more than fifteen members. The exact number of directors has been initially
fixed in the Corporation's Certificate of Incorporation at nine, but may be
changed from time to time by the Board pursuant to resolutions adopted by a
majority of the entire Board.

         SECTION 3. Election of Directors. The Board shall be divided into three
classes, a nearly equal in number as possible: the first class, the second class
and the third class. Each director shall serve for a term ending on the third
annual meeting following the annual meeting of the stockholders at which such
director was elected; provided, however, that the directors first elected to the
first class shall serve for a term ending upon the election of directors at the
annual meeting next following the end of the calendar year 1996, the directors
first elected to the second class shall serve for a term ending upon the
election of directors at the second annual meeting next following the end of the
calendar year 1996, and the directors first elected to the third class shall
serve for a term ending upon the election of directors at the third annual
meeting next following the end of calendar year 1996.

    At each annual election commencing at the first annual meeting of the
stockholders, the successors to the class of directors whose term expires at
that time shall be elected by the stockholders to hold office for a term of
three years to succeed those directors whose term expires, so that the term of
one class of directors shall expire each year, unless, by reason of any
intervening changes in the authorized number of directors, the Board shall have
designated one or more directorships whose term then expires as directorships of
another class in order more nearly to achieve equality of number of directors
among the classes.

    Notwithstanding the requirement that the three classes shall be as nearly
equal in number of directors as possible, in the event of any changes in the
authorized number of directors, each director then continuing to serve as such
shall nevertheless continue as a director of the class of which he or she is a
member until the expiration of his or her current term, or his or her prior
resignation, disqualification, disability or removal. Stockholders shall be
entitled to cumulate their votes in the election of directors in the manner
provided in Section 214 of the Delaware General Corporation Law.

         SECTION 4. Advance Notice for Nomination of Directors. Only persons who
are nominated in accordance with the following procedures shall be eligible for
election as directors of the Corporation, except as may be otherwise provided in
the Certificate of Incorporation with respect to the right of holders of
preferred stock of the Corporation to nominate and elect a specified number of
directors in certain circumstances. Nominations of persons for election to the
Board of Directors may be made at any annual meeting of stockholders, or at any
special meeting of stockholders called for the purpose of electing directors,
(a) by or at the direction of the Board of Directors (or any duly authorized
committee thereof) or (b) by any stockholder of the Corporation (i) who is a
stockholder of record on the date of the giving of the notice provided for


                                       5
<PAGE>

in this Section 4 and on the record date for the determination of stockholders
entitled to vote at such meeting and (ii) who complies with the notice
procedures set forth in this Section 4.

    In addition to any other applicable requirements, for a nomination to be
made by a stockholder, such stockholder must have given timely notice thereof in
proper written form to the Secretary of the Corporation.

    To be timely, a stockholder's notice to the Secretary must be delivered to
or mailed and received at the principal executive offices of the Corporation (a)
in the case of an annual meeting, not less than ninety (90) days nor more than
one hundred twenty (120) days prior to the anniversary date of the immediately
preceding annual meeting of stockholders; provided, however, that in the event
that the annual meeting is called for a date that is not within thirty (30) days
before or after such anniversary date, notice by the stockholder in order to be
timely must be so received not later than the close of business on the tenth
(10th) day following the day on which such notice of the date of the annual
meeting was mailed or such public disclosure of the date of the annual meeting
was made, whichever first occurs; and (b) in the case of a special meeting of
stockholders called for the purpose of electing directors, not later than the
close of business on the tenth (10th) day following the day on which notice of
the date of the special meeting was mailed or public disclosure of the date of
the special meeting was made, whichever first occurs.

    To be in proper written form, a stockholder's notice to the Secretary must
set forth (a) as to each person whom the stockholder proposes to nominate for
election as a director (i) the name, age, business address and residence address
of the person, (ii) the principal occupation or employment of the person, (iii)
the class or series and number of shares of capital stock of the Corporation
which are owned beneficially or of record by the person and (iv) any other
information relating to the person that would be required to be disclosed in a
proxy statement or other filings required to be made in connection with
solicitations of proxies for election of directors pursuant to Section 14 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules
and regulations promulgated thereunder; and (b) as to the stockholder giving the
notice (i) the name and record address of such stockholder, (ii) the class or
series and number of shares of capital stock of the Corporation which are owned
beneficially or of record by such stockholder, (iii) a description of all
arrangements or understandings between such stockholder and each proposed
nominee and any other person or persons (including their names) pursuant to
which the nomination(s) are to be made by such stockholder, (iv) a
representation that such stockholder intends to appear in person or by proxy at
the meeting to nominate the persons named in its notice and (v) any other
information relating to such stockholder that would be required to be disclosed
in a proxy statement or other filings required to be made in connection with
solicitations of proxies for election of directors pursuant to Section 14 of the
Exchange Act and the rules and regulations promulgated thereunder. Such notice
must be accompanied by a written consent of each proposed nominee to being named
as a nominee and to serve as a director if elected.

    No person shall be eligible for election as a director of the Corporation
unless nominated



                                       6
<PAGE>

in accordance with the procedures set forth in this Section 4. If the Chairman
of the meeting determines that a nomination was not made in accordance with the
foregoing procedures, the Chairman shall declare to the meeting that the
nomination was defective and such defective nomination shall be disregarded.

         SECTION 5. Regular Meetings. Meetings of the Board shall be held at
such time, and at such places within or without the State of Delaware, as shall
be fixed by the Board. No call shall be required for regular meetings for which
the time and place has been fixed.

         Members of the Board of Directors may participate in regular meetings
by means of conference telephone or similar communications equipment by which
all persons participating in the meeting can hear each other.

         SECTION 6. Special Meetings. Special Meetings of the Board may be
called by or at the request of the Chairman of the Board, the President or a
majority of the directors. The persons authorized to call special meetings of
the Board may fix any place as the place for holding any special meeting of the
Board called by such persons.

         Members of the Board of Directors may participate in special meetings
by means of conference telephone or similar communications equipment by which
all persons participating in the meeting can hear each other.

         SECTION 7. Notice. Written notice of any special meeting of the Board
shall be given to each director at least one day prior thereto delivered
personally, by facsimile or by telegram or at least 2 days prior thereto
delivered by a guaranteed overnight delivery service or at least five days prior
thereto delivered by mail at the last address given by the director to the
Corporation for such purpose. Such notice shall be deemed to be delivered when
deposited in the United States mail so addressed, with postage thereon prepaid,
if mailed, when deposited with the delivery service, if sent by guaranteed
overnight delivery, when the facsimile confirmation is received, if sent by
facsimile or when delivered to the telegraph company if sent by telegram. Any
director may waive notice of any meeting by a writing filed with the Secretary.
The attendance of a director at a meeting shall constitute a waiver of notice of
such meeting, except in the event a director attends a meeting for the express
purpose of objecting to the transaction of any business because the meeting is
not lawfully called or convened. Neither the business to be transacted at, nor
the purpose of, any meeting of the Board need be specified in the notice or
waiver of notice of such meeting.

         SECTION 8. Quorum. A majority of the number of directors fixed pursuant
to Section 2 of this Article II shall constitute a quorum for the transaction of
business at any meeting of the Board, but if less than such majority is present
at a meeting, a majority of the directors present may adjourn the meeting from
time to time. Notice of any adjourned meeting shall be given in the same manner
as prescribed by Section 6 of this Article III.



                                       7
<PAGE>

         SECTION 9. Manner of Acting. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board.

         SECTION 10. Action Without a Meeting. Any action required or permitted
to be taken by the Board at a meeting may be taken without a meeting if a
consent in writing, setting forth the action so taken, shall be signed by all of
the directors.

         SECTION 11. Resignation. Any director may resign at any time by sending
a written notice of such resignation to the Corporation addressed to the
Chairman of the Board, the President or the Board. Unless otherwise specified
therein, such resignation shall take effect upon receipt thereof.

         SECTION 12. Vacancies. Any vacancy occurring in the Board may be filled
in accordance with the Certificate of Incorporation.

         SECTION 13. Compensation. Directors, as such, may receive a stated
salary for their services. By resolution of the Board, a reasonable fixed sum,
and reasonable expenses of attendance, if any, may be allowed for actual
attendance at each regular or special meeting of the Board. Members of either
standing or special committees may be allowed such compensation for actual
attendance at committee meetings as the Board may determine. Directors may also,
subject to applicable law, be entitled to receive stock options and benefits
under a retirement plan.

         SECTION 14. Presumption of Assent. A director of the Corporation who is
present at a meeting of the Board at which action is taken shall be presumed to
have assented to the action taken unless his or her dissent or abstention shall
be entered in the minutes of the meeting or unless he or she shall file a
written dissent to such action with the person acting as the secretary of the
meeting before the adjournment thereof or shall forward such dissent by
registered mail to the secretary of the Corporation within five days after the
date a copy of the minutes of the meeting is received. Such right to dissent
shall not apply to a director who voted in favor of such action.

         SECTION 15. Removal. At a meeting of stockholders called expressly for
that purpose, a director may be removed only for cause as determined by the
affirmative vote of the holders of a majority of the shares then entitled to
vote in an election of directors, which vote may only be taken at a meeting of
stockholders called expressly for that purpose. Cause for removal shall be
deemed to exist only if the director whose removal is proposed has been
convicted of a felony by a court of competent jurisdiction or has been adjudged
by a court of competent jurisdiction to be liable for gross negligence or
misconduct in the performance of such director's duty to the Corporation and
such adjudication is no longer subject to direct appeal.

                                   ARTICLE IV
                         EXECUTIVE AND OTHER COMMITTEES

         SECTION 1. Appointment. The Board, by resolution adopted by a majority
of the



                                       8
<PAGE>

Board, may designate the Chief Executive Officer and two or more of the other
directors to constitute an Executive Committee. The designation of any committee
pursuant to this Article IV and the delegation of authority thereto shall not
operate to relieve the Board, or any director, of any responsibility imposed by
law or regulation, except to the extent provided by law.

         SECTION 2. Authority. The Executive Committee, when the Board is not in
session, shall have and may exercise all of the authority of the Board except to
the extent, if any, that such authority shall be limited by the resolution
appointing the Executive Committee, or as otherwise expressly provided by law,
the Certificate of Incorporation or the Bylaws.

         SECTION 3. Tenure. Subject to the provisions of Section 8 of this
Article IV, each member of the Executive Committee shall hold office until a
successor is designated as a member of the Executive Committee.

         SECTION 4. Meetings. Regular meetings of the Executive Committee may be
held without notice at such times and places as the Executive Committee may fix
from time to time. Special meetings of the Executive Committee may be called by
any member thereof upon not less than one day's notice stating the place, date
and hour of the meeting, which notice may be written or oral. Any member of the
Executive Committee may waive notice of any meeting and no notice of any meeting
need be given to any member thereof who attends in person. The notice of a
meeting of the Executive Committee need not state the business proposed to be
transacted at the meeting.

         Regular or special meetings may be held by means of conference
telephone or similar communications equipment by which all persons participating
in the meeting can hear each other.

         SECTION 5. Quorum. A majority of the members of the Executive Committee
shall constitute a quorum for the transaction of business at any meeting
thereof, and action of the Executive Committee must be authorized by the
affirmative vote of a majority of the members present at a meeting at which a
quorum is present.

         SECTION 6. Action Without a Meeting. Any action required or permitted
to be taken by the Executive Committee at a meeting may be taken without a
meeting if a consent in writing, setting forth the action so taken, shall be
signed by all of the members of the Executive Committee.

         SECTION 7. Vacancies. Any vacancy in the Executive Committee may be
filled by resolution adopted by a majority of the Board.

         SECTION 8. Resignations and Removal. Any member of the Executive
Committee may be removed at any time with or without cause by resolution adopted
by a majority of the Board. Any member of the Executive Committee may resign
from the Executive Committee at any time by giving written notice to the
Chairman of the Board, the President or the Board. Unless otherwise specified
thereon, such resignation shall take effect upon receipt. The acceptance of such
resignation



                                       9
<PAGE>

shall not be necessary to make it effective.

         SECTION 9. Procedure. The Executive Committee shall elect a presiding
officer from its members and may fix its own rules of procedures which shall not
be inconsistent with the Bylaws. It shall keep regular minutes of its
proceedings and report the same to the Board for its information.

         SECTION 10. Other Committees. The Board may by resolution establish any
of an audit committee, a nominating committee or such other committees composed
of directors as they may determine to be necessary or appropriate for the
conduct of the business of the Corporation and may prescribe the duties,
constitution and procedures thereof.

                                    ARTICLE V
                                    OFFICERS

         SECTION 1. Positions. The officers of the Corporation shall be a
Chairman of the Board, a Vice Chairman, a Chief Executive Officer, a President,
one or more Vice Presidents, a Secretary and a Treasurer or a Vice President in
charge of financial matters, each of whom shall be elected by the Board. Any
number of such offices may be held by the same person. The Board may designate
one or more Vice Presidents as Executive Vice President, Senior Vice President
or such other designation as the Board may determine. The Board may also elect
or authorize the appointment of such other officers as the business of the
Corporation may require. The officers shall have such authority and perform such
duties as the Board may from time to time authorize or determine. In the absence
of action by the Board, the officers shall have such powers and duties as
generally pertain to their respective offices.

         SECTION 2. Election and Term of Office. The officers of the Corporation
shall be elected annually at the first meeting of the Board held after each
annual meeting of the stockholders. If the election of officers is not held at
such meeting, such election shall be held as soon thereafter as possible. Each
officer shall hold office until his or her successor shall have been duly
elected and qualified or until his or her death, resignation or removal in the
manner hereinafter provided. Election or appointment of an officer, employee or
agent shall not by itself create any contractual rights. The Board may authorize
the Corporation to enter into an employment contract with any officer, but no
contract shall impair the right of the Board to remove any officer at any time
in accordance with Section 3 of this Article V.

         SECTION 3. Removal. Any officer may be removed by the Board whenever in
its judgment the best interests of the Corporation will be served thereby, but
such removal, other than for cause, shall be without prejudice to the contract
rights, if any, of the person so removed.

         SECTION 4. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by a majority
vote of the Board for the unexpired portion of the term.



                                       10
<PAGE>

         SECTION 5. Remuneration. The remuneration of the officers shall be
fixed from time to time by the Board or its delegees.

                                   ARTICLE VI
                      CONTRACTS, LOANS, CHECK AND DEPOSITS

         SECTION 1. Contracts. To the extent permitted by applicable law, the
Certificate of Incorporation or the Bylaws, the Board may authorize any officer,
employee or agent of the Corporation to enter into any contract or execute and
deliver any instrument in the name of and on behalf of the Corporation. Such
authority may be general or confined to specific instances.

         SECTION 2. Loans. No loans shall be contracted on behalf of the
Corporation and no evidence of indebtedness shall be issued in its name unless
authorized by the Board. Such authority may be general or confined to specific
instances.

         SECTION 3. Checks, Drafts, Etc. All checks, drafts or other orders for
the payment of money, notes or other evidences of indebtedness issued in the
name of the Corporation shall be signed by one or more officers, employees or
agents of the Corporation in such manner as shall from time to time be
determined by the Board.

         SECTION 4. Deposits. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
in any duly authorized depositories as the Board may select.

                                   ARTICLE VII
                   CERTIFICATES FOR SHARES AND THEIR TRANSFER

         SECTION 1. Certificates for Shares. Certificates representing shares of
capital stock of the Corporation shall be in such form as shall be determined by
the Board. Such certificates shall be signed by the Chairman of the Board, the
Chief Executive Officer or any other officer of the Corporation authorized by
the Board, attested by the Secretary or an Assistant Secretary, and sealed with
the corporate seal or a facsimile thereof. The signatures of such officers upon
a certificate may be facsimiles if the certificate is manually signed on behalf
of a transfer agent or a registrar other than the Corporation itself or one of
its employees. Each certificate for shares of capital stock shall be
consecutively numbered or otherwise identified. The name and address of the
person to whom the shares are issued, with the number of shares issued and date
of issue, shall be entered on the stock transfer books of the Corporation. All
Certificates surrendered to the Corporation for transfer shall be canceled and
no new certificate shall be issued until the former certificate for a like
number of shares shall have been surrendered and canceled, except that in the
case of a lost, stolen or destroyed certificate, a new certificate may be issued
therefor upon such terms and indemnity to the Corporation as the Board may
prescribe as sufficient to indemnify the Corporation against any claim that may
be made against it on account of such loss, theft or destruction.



                                       11
<PAGE>

         SECTION 2. Transfer of Shares. Transfer of shares of capital stock of
the Corporation shall be made only on its stock transfer books. Authority for
such transfer shall be given only by the holder of record thereof or by his or
her legal representative, who shall furnish proper evidence of such authority,
or by his or her attorney thereunto duly authorized by power of attorney duly
executed and filed with the Corporation. Such transfer shall be made only on
surrender for cancellation of the certificate for such shares. The person in
whose name shares of capital stock stand on the books of the Corporation shall
be deemed by the Corporation to be the owner thereof for all purposes.

                                  ARTICLE VIII
                            FISCAL YEAR, ANNUAL AUDIT

         The fiscal year of the Corporation shall end on the 31st day of
December of each year. The Corporation shall be subject to an annual audit as of
the end of its fiscal year by independent public accountants appointed by and
responsible to the Board. The appointment of such accountants shall be subject
to annual ratification by the stockholders.

                                   ARTICLE IX
                                    DIVIDENDS

         Subject to applicable law, the Certificate of Incorporation or the
Bylaws, the Board may, from time to time, declare and the Corporation may pay,
dividends on the outstanding shares of capital stock of the Corporation.

                                    ARTICLE X
                                 CORPORATE SEAL

         The corporation seal of the Corporation shall be in such form as the
Board shall prescribe.

                                   ARTICLE XI
                                   AMENDMENTS

         Bylaws may be adopted, amended or repealed by the vote of two thirds of
the outstanding stock of the Corporation entitled to vote thereon or by a
resolution adopted by a majority of the directors then in office.

                                   ARTICLE XII
                                 INDEMNIFICATION

         SECTION 1. Actions, Suits or Proceedings Other than by or in the Right
of the Corporation. The Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suite or proceeding, whether civil,


                                       12
<PAGE>

criminal, administrative or investigative (other than an action by or in the
right of the Corporation) by reason of the fact that he or she is or was or has
agreed to become a director or officer of the Corporation, or is or was serving
or has agreed to serve at the request of the Corporation as a director or
officer of another corporation, partnership, limited liability company, limited
liability partnership, joint venture, trust or other enterprise, or by reason of
any action alleged to have been taken or omitted in such capacity, against
costs, charges, expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonable incurred by him or her or on
his or her behalf in connection with such action, suit or proceeding and any
appeal therefrom, if he or she acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
or she reasonably believed to be within the scope of his or her authority and
in, or not opposed to the best interests of the Corporation, or, with respect to
any criminal action or proceeding, had reasonable cause to believe that his or
her conduct was unlawful.

         SECTION 2. Actions or Suits by or in the Right of the Corporation. The
Corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or suit by or in
the right of the Corporation to procure a judgment in its favor by reason of the
fact that he or she is or was or has agreed to become a director or officer of
the Corporation, or is or was serving or has agreed to serve at the request of
the Corporation as a director or officer of another corporation, partnership,
limited liability company, limited liability partnership, joint venture, trust
or other enterprise, or by reason of any action alleged to have been taken or
omitted in such capacity, against costs, charges and expenses (including
attorneys' fees) actually and reasonably incurred by him or her or on his or her
behalf in connection with the defense or settlement of such action or suit and
any appeal therefrom, if he or she acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interest of the
Corporation except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable for gross negligence or misconduct in the performance of his or her duty
to the Corporation unless and only to the extent that the Court of Chancery of
Delaware or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of such liability but in view of
all the circumstances of the case, such person is fairly and reasonably entitled
to indemnity for such costs, charges and expenses which the Court of Chancery or
such other court shall deem proper.

         SECTION 3. Indemnification for Costs, Charges and Expenses of
Successful Party. Notwithstanding the other provisions of this Article XII, to
the extent that a director or officer has been successful, on the merits or
otherwise, including, without limitation, the dismissal of an action without
prejudice, in defense of any action, suite or proceeding referred to in Sections
1 and 2 of this Article XII, or in defense of any claim, issue or matter
therein, he or she shall be indemnified against all costs, charges and expenses
(including attorneys' fees) actually and reasonably incurred by him


                                       13
<PAGE>

or her or on his or her behalf in connection therewith.

         SECTION 4. Determination of Right to Indemnification. Any
indemnification under Sections 1 and 2 of this Article XII (unless ordered by a
court) shall be paid by the Corporation unless a determination is made by (i)
the board of directors by a majority vote of the directors who were not parties
to such action, suit or proceeding, or if such majority of disinterested
directors so directs, (ii) by independent legal counsel in a written opinion, or
(iii) by the stockholders, that indemnification of the director or officer is
not proper in the circumstances because he or she has not met the applicable
standard of conduct set forth in Sections 1 and 2 of this Article XII.

         SECTION 5. Advance of Costs, Charges and Expenses. Costs, charges and
expenses (including attorneys' fees) incurred by a person referred to in
Sections 1 or 2 of this Article XII in defending a civil or criminal action,
suit or proceeding shall be paid by the Corporation in advance of the final
disposition of such action, suit or proceeding; provided, however, that the
payment of such costs, charges and expenses incurred by a director or officer in
his or her capacity as a director or officer (and not in any other capacity in
which service was or is rendered by such person while a director or officer) in
advance of the final disposition of such action, suit or proceeding shall be
made only upon receipt of an undertaking by or on behalf of the director or
officer to repay all amounts so advanced in the event that it shall ultimately
be determined that such director or officer is not entitled to be indemnified by
the Corporation as authorized in this Article XII. Such costs, charges and
expenses incurred by other employees and agents may be so paid upon such terms
and conditions, if any, as the majority of the directors deems appropriate. The
majority of the directors may, in the manner set forth above, and upon approval
of such director or officer of the Corporation, authorize the Corporation's
counsel to represent such person, in any action, suit or proceeding, whether or
not the Corporation is a party to such action, suit or proceeding.

         SECTION 6. Procedure for Indemnification. Any indemnification under
Sections 1, 2 and 3, or advance of costs, charges and expenses under Section 5
of this Article XII shall be made promptly, and in any event within 60 days,
upon the written request of the director or officer. The right to
indemnification or advances as granted by this Article XII shall be enforceable
by the director or officer in any court of competent jurisdiction, if the
Corporation denies such request, in whole or in part, or if no disposition
thereof is made within 60 days. Such person's costs and expenses incurred in
connection with successfully establishing his or her right to indemnification,
in whole or in part, in any such action shall also be indemnified by the
Corporation. It shall be a defense to any such action (other than an action
brought to enforce a claim for the advance of costs, charges and expenses under
Section 5 of this Article XII where the required undertaking, if any, has been
received by the Corporation) that the claimant has not met the standard of
conduct set forth in Sections 1 or 2 of this Article XII, but the burden of
proving such defense shall be on the Corporation. Neither the failure of the
Corporation (including its board of directors, its independent legal counsel and
its stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he or she as met the applicable standard of conduct set forth in
Sections 1 or 2 of this Article XII, nor the fact that there has been an actual
determination by the Corporation (including its board of directors, its


                                       14
<PAGE>

independent legal counsel and its stockholders) that the claimant has not met
such applicable standard of conduct, shall be a defense to the action or create
a presumption that the claimant has not met the applicable standard of conduct.

         SECTION 7. Settlement. The Corporation shall not be obligated to
reimburse the costs of any settlement to which it has not agreed. If in any
action, suit or proceeding, including any appeal, within the scope of Sections 1
or 2 of this Article XII, the person to be indemnified shall have unreasonably
failed to enter into a settlement thereof, then, notwithstanding any other
provision hereof, the indemnification obligation of the Corporation to such
person in connection with such action, suit or proceeding shall not exceed the
total of the amount at which settlement could have been made and the expenses
incurred by such person prior to the time such settlement could reasonably have
been effected.

         SECTION 8. Subsequent Amendment. No amendment, termination or repeal of
this Article XII or of relevant provisions of the Delaware General Corporation
Law or any other applicable laws shall affect or impair in any way the rights of
any director or officer of the Corporation to indemnification under the
provisions hereof with respect to any action, suit or proceeding arising out of,
or relating to, any actions, transactions or facts occurring prior to the final
adoption of such amendment, termination or appeal.

         SECTION 9. Other Rights: Continuation of Right to Indemnification. The
indemnification provided by this Article XII shall not be deemed exclusive of
any other rights to which a director, officer, employee or agent seeking
indemnification may be entitled under any law (common or statutory), agreement,
vote of stockholders or disinterested directors or otherwise, both as to action
in his or her official capacity and as to action in another capacity while
holding office or while employed by or acting as agent for the Corporation, and
shall continue as to a person who has ceased to be a director, officer, employee
or agent, and shall inure to the benefit of the estate, heirs, executors and
administrators of such person. Nothing contained in this Article XII shall be
deemed to prohibit, and the Corporation is specifically authorized to enter
into, agreements with officers and directors providing indemnification rights
and procedures different from those set forth herein. All rights to
indemnification under this Article XII shall be deemed to be a contract between
the Corporation and each director or officer of the Corporation who serves or
served in such capacity at any time while this Article XII is in effect. Any
repeal or modification of this Article XII or any repeal or modification of
relevant provisions of the Delaware General Corporation Law or any other
applicable laws shall not in any way diminish any rights to indemnification of a
director, officer, employee or agent or the obligations of the Corporation
arising hereunder. This Article XII shall be binding upon any successor
Corporation to this Corporation, whether by way of acquisition, merger,
consolidation or otherwise.

         SECTION 10. Insurance. The Corporation shall purchase and maintain
insurance on behalf of any person who is or was or has agreed to become 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, limited liability company, limited liability


                                       15
<PAGE>

partnership, joint venture, trust or other enterprise against any liability
asserted against him or her and incurred by him or her or on his or her behalf
in any such capacity, or arising out of his or her status as such, whether or
not the Corporation would have the power to indemnify him or her against such
liability under the provisions of this Article XII; provided, that such
insurance is available on acceptable terms, which determination shall be made by
a vote of a majority of the directors.

         SECTION 11. Savings Clause. If this Article XII or any portion hereof
shall be invalidated on any ground by any court of competent jurisdiction, then
the Corporation shall nevertheless indemnify each director or officer of the
Corporation as to costs, charges and expenses (including attorneys' fees),
judgments, fine and amounts paid in settlement with respect to any action, suit
or proceeding, whether civil, criminal, administrative or investigative,
including an action by or in the right of the Corporation, to the full extent
permitted by any applicable portion of this Article XII that shall not have been
invalidated and to the full extent permitted by applicable law.

         SECTION 12. Subsequent Legislation. If the Delaware General Corporation
Law is amended after approval by the stockholders of this Article to further
expand the indemnification permitted to directors and officers of the
Corporation, then the corporation shall indemnify such persons to the fullest
extent permitted by the Delaware General Corporation Law, as so amended.

                                       16