<PAGE>   1
                                                            AMENDED AND RESTATED
                                                          THROUGH APRIL 26, 1999


                              AMENDED AND RESTATED
                                     BYLAWS
                                       OF
                             CANNONDALE CORPORATION


                           ARTICLE I - IDENTIFICATION

         Section 1. Identification. The name of the Corporation is Cannondale
Corporation.

         Section 2. Corporate Seal. Upon the seal of the Corporation shall
appear the name of the Corporation and the state and year of incorporation and
the words "Corporate Seal".

         Section 3. Offices. The registered office of the Corporation shall be
located in Wilmington, Delaware. The Corporation may also have offices at such
other places, within and without the State of Delaware, as the Board of
Directors ("Board") may determine from time to time or the business of the
Corporation may require.

                      ARTICLE II - MEETING OF STOCKHOLDERS

         Section 1. Place of Meeting. All meetings of the stockholders of the
Corporation shall be held at the principal office of the Corporation, or at such
other place, within or without the State of Delaware, as shall be designated by
the Board or the Chairman or the President and stated in the notice of the
meeting or in a duly executed waiver of notice thereof.

         Section 2. Annual Meeting. An annual meeting of the stockholders shall
be held each year on such date in the first six months of the Corporation's
fiscal year as shall be designated by the Board, the Chairman of the Board, if
any, or the President, or in the absence of such designation, on the first
Tuesday of the seventh month of the fiscal year, if not a legal 
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holiday, and if a legal holiday, then on the next succeeding business day, or on
such other date as shall be fixed by the Board or the Chairman or President of
the Corporation and stated in the notice of the meeting. At such meeting the
stockholders shall elect by plurality vote directors to fill the directorships
whose terms expire at such meeting and shall transact such other business as may
properly be brought before the meeting.

         Section 3. Special Meetings. Unless otherwise prescribed by law or by
the Amended and Restated Certificate of Incorporation, special meetings of the
stockholders for any purpose or purposes may be called only by the Board, the
Chairman of the Board, if any, or the President.

         Section 4. Notice of Meetings. Except as may otherwise be required by
law, written notice of each meeting of stockholders, stating the place, date and
hour of the meeting and, in the case of a special meeting, the purpose or
purposes for which the meeting is called, shall be given, not less than 10 nor
more than 60 days prior to each meeting, to each stockholder entitled to vote at
such meeting by leaving such notice with him personally or by transmitting such
notice with confirmed delivery (including by telegram, telefax or other form of
recorded communication, provided that delivery of such notice in written form is
confirmed in a signed writing), to his residence or place of business, or by
depositing such notice in the mails in a postage prepaid envelope addressed to
him at his address as it appears on the corporate records.

         Section 5. Quorum; Adjournment. Except as may otherwise be required by
these Bylaws, by the Amended and Restated Certificate of Incorporation or by
law, the holders of a majority of the outstanding shares of capital stock of the
Corporation entitled to vote at the meeting, present in person or represented by
proxy, shall constitute a quorum for the transaction of business at a meeting of
the stockholders.


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         If, however, a quorum shall not be present or represented at any
meeting of the stockholders, the stockholders entitled to vote at the meeting,
present in person or represented by proxy, shall have the power to adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the original meeting. If the
adjournment is for more than 30 days, or if, after the adjournment, a new record
date is fixed for the adjourned meeting, a notice of the adjourned meeting shall
be given to each stockholder of record entitled to vote at the meeting.

         Section 6. Required Vote. At a meeting of stockholders duly held and at
which a quorum is present, the affirmative vote of the holders of a majority of
the shares represented at such meeting which are entitled to vote on the subject
matter shall be the act of the stockholders, except as is otherwise provided by
these Bylaws, by the Amended and Restated Certificate of Incorporation or by
law.

         Section 7. Voting. Each stockholder shall, unless otherwise provided by
law or by the Amended and Restated Certificate of Incorporation, be entitled to
one vote in person or by proxy for each share of capital stock registered to
such stockholder.

         Section 8. Proxies. Each stockholder entitled to vote at a meeting of
stockholders may authorize another person or persons to act for him as proxy,
such authorization to be in such form as may now or hereafter be permitted by
law. However, a proxy shall not be valid after three years from its date of
execution, unless otherwise provided in the proxy. Every proxy shall be
revocable by the stockholder authorizing it, except in those cases where an
irrevocable proxy is permitted by law and the proxy shall state that it is
irrevocable.


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

         Section 10. List of Stockholders. The officer or transfer agent who has
charge of the stock ledger of the Corporation shall prepare and make, or cause
to be prepared or made, at least 10 days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least 10 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 so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the place of the meeting during the whole time thereof, and
may be inspected by any stockholder who is present.

         Section 11. Notice of Stockholder Business and Nominations.

         (A) Annual Meetings of Stockholders. (1) Nominations of persons for
election to the Board of Directors of the Corporation and the proposal of
business to be considered by the stockholders may be made at an annual meeting
of stockholders only (a) pursuant to the Corporation's notice of meeting (or any
supplement thereto), (b) by or at the direction of the Board of Directors or the
Chairman of the Board or (c) by any stockholder of the Corporation who was a
stockholder of the Corporation of record at the time the notice provided for in
this Section 11 is delivered to the Secretary of the Corporation and who is
entitled to vote at the meeting and complies with the notice procedures set
forth in this Section 11.


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         (2) For nominations or other business to be properly brought before an
annual meeting by a stockholder pursuant to clause (c) of the paragraph (A)(1)
of this Section 11, the stockholder must have given timely notice thereof in
writing to the Secretary of the Corporation and such other business must
otherwise be a proper matter for stockholder action. To be timely, a
stockholder's notice shall be received by the Secretary at the principal
executive offices of the Corporation not later than the close of business on the
seventieth (70th) day nor earlier than the close of business on the ninetieth
(90th) day prior to the first anniversary of the preceding year's annual
meeting; provided, however, that in the event that the date of the annual
meeting is more than twenty (20) days before or more than seventy (70) days
after such anniversary date, notice by the stockholder to be timely must be so
received not earlier than the close of business on the later of (i) the
seventieth (70th) day prior to such annual meeting or (ii) the tenth (10th) day
following the day on which public announcement of the date of such meeting is
first made by the Corporation. In no event shall the public announcement of an
adjournment or postponement of an annual meeting commence a new time period for
the giving of a stockholder's notice as described above. Such stockholder's
notice shall set forth: (a) as to each person whom the stockholder proposes to
nominate for election or reelection as a director all information relating to
such person that is required to be disclosed in solicitations of proxies for
election of directors in an election contest, or is otherwise required, in each
case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as
amended (the "Exchange Act") and Rule 14a-11 thereunder (and such person's
written consent to being named in the proxy statement as a nominee and to
serving as a director if elected); (b) as to any other business that the
stockholder proposes to bring before the meeting, a brief description of the
business desired to be brought before the meeting, the reasons for conducting
such business at the meeting and any material interest in such business of such
stockholder and the beneficial owner, if any, on whose behalf 


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the proposal is made, and in the event that such business includes a proposal to
amend the Bylaws of the Corporation, the language of the proposed amendment;
and (c) as to the stockholder giving the notice and the beneficial owner, if
any, on whose behalf the nomination or proposal is made (i) the name and address
of such stockholder, as they appear on the Corporation's books, and of such
beneficial owner, (ii) the class and number of shares of capital stock of the
Corporation which are owned beneficially and of record by such stockholder and
such beneficial owner, (iii) a representation that the stockholder is a holder
of record of stock of the Corporation entitled to vote at such meeting and
intends to appear in person or by proxy at the meeting to propose such business
or nomination, and (iv) a representation whether the stockholder or the
beneficial owner, if any, intends or is part of a group which intends to (a)
deliver a proxy statement and/or form of proxy to holders of at least the
percentage of the Corporation's outstanding common stock required to approve or
adopt the proposal or elect the nominee and/or (b) otherwise solicit proxies
from stockholders in support of such proposal or nomination. The Corporation may
require any proposed nominee to furnish such other information as it may
reasonably require to determine the eligibility of such proposed nominee to
serve as a director of the Corporation.

         (3) Notwithstanding anything in the second sentence of paragraph (A)(2)
of this Section 11 to the contrary, in the event that the number of directors to
be elected to the Board of Directors of the Corporation in the class of
directors next standing for election is increased and there is no public
announcement by the Corporation naming all of the nominees for election to such
class or specifying the size of the increased class at least eighty (80) days
prior to the first anniversary of the preceding year's annual meeting, a
stockholder's notice required by this Section 11 shall also be considered
timely, but only with respect to nominees for any new positions created by such
increase, if it shall be delivered to the Secretary at the 


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principal executive offices of the Corporation not later than the close of
business on the tenth (10th) day following the day on which such public
announcement is first made by the Corporation.

         (B) Special Meeting of Stockholders. Only such business shall be
conducted at a special meeting of stockholders as shall have been brought before
the meeting pursuant to the Corporation's notice of meeting. Nominations of
persons for election to the Board of Directors may be made at a special meeting
of stockholders at which directors are to be elected pursuant to the
Corporation's notice of meeting (a) by or at the direction of the Board of
Directors or (b) provided that the Board of Directors has determined that
directors shall be elected at such meeting, by any stockholder of the
Corporation who is a stockholder of record at the time the notice provided for
in this Section 11 is delivered to the Secretary of the Corporation, who shall
be entitled to vote at the meeting and upon such election and who complies with
the notice procedures set forth in this Section 11. In the event the Corporation
calls a special meeting of stockholders for the purpose of electing one or more
directors to the Board of Directors, any such stockholder entitled to vote in
the election of directors may nominate a person or persons (as the case may be)
for election to such position(s) as specified in the Corporation's notice of
meeting, if the stockholder's notice required by paragraph (A)(2) of this
Section 11 shall be delivered to the Secretary at the principal executive
offices of the Corporation not earlier than the close of business on the
ninetieth (90th) day prior to such special meeting and not later than the close
of business on the later of (i) the seventieth (70th) day prior to such special
meeting, or (ii) the tenth (10th) day following the day on which public
announcement is first made of the date of the special meeting and of the
nominees proposed by the Board of Directors to be elected at such meeting. In no
event shall the public announcement 


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of an adjournment or postponement of a special meeting commence a new time
period for the giving of a stockholder's notice as described above.

         (C) General. (1) Only such persons who are nominated in accordance with
the procedures set forth in this Section 11 shall be eligible to be elected at
an annual or special meeting of stockholders of the Corporation to serve as
directors and only such business shall be conducted at a meeting of stockholders
as shall have been brought before the meeting in accordance with the procedures
set forth in this Section 11. Except as otherwise provided by law, the chairman
of the meeting shall have the power and duty to (i) determine whether a
nomination or any business proposed to be brought before the meeting was made or
proposed, as the case may be, in accordance with the procedures set forth in
this Section 11 and (ii) if any proposed nomination or business is not in
compliance with this Section 11, including if the stockholder or beneficial
owner, if any, on whose behalf the nomination or proposal is made solicits or is
part of a group which solicits proxies in support of such stockholder's proposal
without the stockholder having made the representation required by clause
(c)(iv) of Section (A)(2) of this Bylaw, to declare that such defective
nomination shall be disregarded or that such proposed business shall not be
transacted.

         (2) For purposes of this Section 11, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones News Service, Associated
Press or comparable national news service or in a document publicly filed by the
Corporation with the Securities and Exchange Commission pursuant to Section 13,
14 or 15(d) of the Exchange Act.

         (3) Notwithstanding the foregoing provisions of this Section 11, a
stockholder shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to the matters set
forth in this Section 11. Nothing in this Section 11 shall be deemed to affect
any rights (i) of stockholders to request inclusion of 


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proposals in the Corporation's proxy statement pursuant to Rule 14a-8 under the
Exchange Act or (ii) of the holders of any series of Preferred Stock, if any, to
elect directors under specified circumstances.

         Section 12. Inspectors of Election. At such times as may be required by
applicable law, the Corporation shall, in advance of any meeting of
stockholders, appoint one or more inspectors to act at the meeting and make a
written report thereof. The Corporation may designate one or more persons as
alternate inspectors to replace any inspector who fails to act. If no inspector
or alternate is able to act at a meeting of stockholders, the person presiding
at the meeting shall appoint one or more inspectors to act at the meeting. Each
inspector, before entering upon the discharge of his duties, shall take and sign
an oath faithfully to execute the duties of inspector with strict impartiality
and according to the best of his ability.

                        ARTICLE III - BOARD OF DIRECTORS

         Section 1. General Powers. Except as otherwise provided by law or the
Amended and Restated Certificate of Incorporation, the business and affairs of
the Corporation shall be managed by or under the direction of the Board.

         Section 2. Number, Election and Term of Office. The Board shall consist
of not less than three directors, the exact number of directors to be determined
from time to time by resolution adopted by the affirmative vote of a majority of
the entire Board. The Board shall be divided into three classes, as nearly equal
in number as the then total number of members constituting the entire Board of
Directors permits, with the term of office of one class expiring each year. The
Board of Directors shall initially determine which of the Corporation's
directors will be included in each of the three classes. The term of office of
the directors in each of the first, second and third classes shall initially
expire, respectively, at the first, second and third annual meetings next
succeeding the effective date of the filing of the Amended and Restated


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Certificate of Incorporation of the Corporation which provides for such
classification of the Board. Thereafter, each director shall serve, except in
the event of death, resignation or removal, for a term of three years and until
such director's successor is duly elected and qualified.

         Section 3. Resignation: Removal. Any director may resign at any time
upon written notice to the Corporation. The holders of a majority of the shares
then entitled to vote for the election of directors may remove with cause at any
time any director or the entire Board of Directors. No such removal may be
effected by such holders without cause.

         Section 4. Vacancies. (a) Unless otherwise provided in the Amended and
Restated Certificate of Incorporation, any vacancy occurring on the Board,
including a vacancy resulting from an increase in the authorized number of
Directors, may be filled by the affirmative vote of a majority of the directors
then in office, although less than a quorum, or by a sole remaining director.
Any director so chosen by the remaining director or directors to fill a vacancy,
shall hold office until the next election of the class for which such director
shall have been chosen and until such director's successor shall have been duly
elected and qualified.

         (b) If at any time, by reason of death or resignation or other cause,
the Corporation should have no directors in office, then any officer or any
stockholder or an executor, administrator, trustee or guardian of a stockholder,
or other fiduciary entrusted with like responsibility for a stockholder, may
call a special meeting of stockholders, or may apply to the Court of Chancery
for a decree summarily ordering an election of directors as provided by law.

         Section 5. Compensation of Directors. The directors may be reimbursed
for any expenses of attendance at any meeting of the Board and/or may be paid a
fixed sum for attendance at each meeting of the Board and/or a stated salary as
director. No such reimbursement or payment shall preclude any director from
serving the Corporation in any other 


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capacity and receiving compensation therefor. Members of special or standing
committees may be similarly reimbursed or compensated for attending committee
meetings.

                 ARTICLE IV - MEETINGS OF THE BOARD OF DIRECTORS

         Section 1. Place. The Board may hold meetings, both regular and
special, either within or without the State of Delaware.

         Section 2. Regular Meetings. An annual regular meeting of each
newly-elected Board shall be held at such time and place as shall be announced
at the annual meeting of stockholders or at the last regular meeting of the
Board preceding the annual meeting of the stockholders, and no further notice of
such meeting to the newly-elected directors shall be necessary in order to hold
the meeting. In the event of the failure to so announce the time and place of
such meeting, or in the event that such meeting is not held at the time and
place so announced, the meeting may be held at such time and place as shall be
specified in a notice given as hereinafter provided for special meetings of the
Board, or as shall be specified in a duly executed waiver of notice thereof.
Other regular meetings of the Board may be held without notice at such times and
places as the Board or the Chairman or the President of the Corporation shall
from time to time determine.

         Section 3. Special Meetings. Special meetings of the Board may be
called by any director, the Chairman, if any, or the President on at least two
days' notice to each director, given either by mail, by facsimile transmission,
telegram or other form of recorded communication or orally, in person or by
telephone.

         Section 4. Quorum; Required Vote. At all meetings of the Board, a
majority of the authorized number of directors shall constitute a quorum for the
transaction of business and the vote of a majority of the directors present at
any meeting at which a quorum is present shall be the act of the Board, except
as may otherwise be provided by law, by the Amended and 


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Restated Certificate of Incorporation or by these Bylaws. If a quorum shall not
be present at any meeting of the Board, the directors present at the meeting may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present. Notice of any such adjournment
shall be given to any directors who were not present.

         Section 5. Written Consents. Unless otherwise restricted by the Amended
and Restated Certificate of Incorporation or these Bylaws, any action required
or permitted to be taken at any meeting of the Board or of any committee thereof
may be taken without a meeting, if all members of the Board or of such
committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Board or such
committee.

         Section 6. Participation in Meetings by Electronic Means. Members of
the Board or any committee of the Board may participate in any meeting of the
Board or of such committee by means of a conference telephone or similar
communications equipment provided such equipment enables all persons
participating in the meeting to hear one another, and participation in a meeting
pursuant to this provision shall constitute presence in person at such meeting.

                       ARTICLE V - COMMITTEES OF THE BOARD

         Section 1. Designation. The Board of Directors shall have such standing
committees as are provided for in these Bylaws and may, by resolution passed by
a majority of the entire Board, constitute one or more standing or special
committees of the Board, each such committee to have one or more members. The
Board may designate one or more directors as alternate members of any such
committee, who may replace any absent or disqualified member at any meeting of
the committee. In the absence or disqualification of any member of a committee,
the member or members thereof present at any meeting and not disqualified from
voting, whether or not such member or members constitute a quorum, may
unanimously appoint 


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another member of the Board to act at the meeting in the place of any such
absent or disqualified member, provided that the Board member so appointed shall
meet any requirements for committee membership set forth in these Bylaws or in
the resolution of the Board constituting the committee. Any such committee shall
have and may exercise the powers and authority of the Board in the management of
the business and affairs of the Corporation to the extent provided in these
Bylaws or in the resolution of the Board, as in effect from time to time,
constituting the committee or dealing with the scope of its powers, and may
authorize the seal of the Corporation to be affixed to all papers which may
require it. Notwithstanding the foregoing, no such committee shall have any
power or authority not permitted by law from time to time, including without
limitation, authority to (a) amend these Bylaws or the Certificate of
Incorporation, (b) adopt an agreement of merger or consolidation, or (c)
recommend to the stockholders the sale, lease or exchange of substantially all
of the Corporation's assets or property or a dissolution of the Corporation.

         Section 2. Minutes; Removal. Each committee shall keep records of its
acts and proceedings and report the same to the Board as and when required. Any
member may be removed from a committee, with or without cause, by the
affirmative vote of a majority of the Board.

         Section 3. Committee Meetings. Meetings of the committees of the Board
may be called by the respective chairpersons thereof or by any member of the
committee on at least two days' written or oral notice. At all meetings of the
committee, a majority of the members of the committee shall constitute a quorum
for the transaction of business, and the act of a majority of the members
present at any meeting thereof shall be the act of the committee, except as may
otherwise be set forth in these Bylaws or provided by resolution of the Board.


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         Section 4. Standing Committees. The Corporation shall have the
following standing committees:

         Compensation Committee. The Compensation Committee shall be composed of
at least three directors, at least a majority of whom shall not be officers or
employees of the Corporation. The Compensation Committee shall be responsible
for approving and recommending as necessary to the Board of Directors the
compensation arrangements for key management personnel of the Corporation and
the Corporation's subsidiaries and affiliates. The Compensation Committee shall
also be responsible for making recommendations to the Board of Directors with
respect to the adoption of any incentive compensation, retirement or other
similar plans benefiting the directors, officers and other key employees of the
Corporation and the Corporation's subsidiaries and affiliates.

         Audit Committee. The Audit Committee shall be composed of two or more
directors who are not officers or employees of the Corporation. The Audit
Committee shall be responsible for (i) recommending to the Board the firm to be
appointed by the Corporation as its independent auditors; (ii) consulting with
the Corporation's auditors on the plan of audit; (iii) reviewing with the
Corporation's auditors the proposed audited financial statements of the
Corporation and its consolidated subsidiaries, and accompanying management
letter, if any, and reporting on same to the Board; and (iv) reviewing with the
Corporation's auditors periodically the adequacy of the Corporation's internal
controls and where necessary, consulting with the Corporation's Chief Financial
Officer and other financial personnel regarding same. The Audit Committee shall
also be responsible for reviewing all related party transactions to which the
Corporation is a party for potential conflicts of interest and making
appropriate recommendations to the Board regarding same.


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                 ARTICLE VI - EXCEPTIONS TO NOTICE REQUIREMENTS

         Section 1. Exception. Whenever notice is required to be given by law,
by the Amended and Restated Certificate of Incorporation or by these Bylaws to
any stockholder to whom (a) notice of two consecutive annual meetings, and all
notices of meetings or of the taking of action by written consent without a
meeting to such person during the period between such two consecutive annual
meetings, or (b) all, and at least two, payments (if sent by first class mail)
of dividends or interest on securities during a twelve month period, have been
mailed addressed to such person at his address as shown on the records of the
Corporation and have been returned undeliverable, the giving of such notice to
such person shall not be required. Any action or meeting which shall be taken or
held without notice to such person shall have the same force and effect as if
such notice had been duly given. If any such person shall deliver or cause to be
delivered to the Corporation a written notice setting forth his then current
address, the requirement that notice be given to such person shall be
reinstated.

         Section 2. Waiver of Notice. Whenever any notice is required to be
given by law, by the Amended and Restated Certificate of Incorporation, or by
these Bylaws, a written waiver of notice, signed by the person or persons
entitled to such notice, whether before or after the time stated in the notice,
shall be deemed the equivalent of notice. Attendance of a stockholder at a
meeting of stockholders or a director at a meeting of the Board or a committee
thereof shall constitute a waiver of notice of such meeting, except when the
person attends the 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. Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the stockholders, directors or
members of a committee of directors need be specified in any written waiver of
notice unless so required by the Amended and Restated Certificate of
Incorporation or these Bylaws.


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                             ARTICLE VII - OFFICERS

         Section 1. Designation; Election. A President, a Secretary and when
deemed necessary by the Board, a chairman of the board, one or more vice
presidents, a treasurer and such other officers and assistant officers shall be
elected by the Board to hold office until their respective successors are duly
elected and qualified or until their earlier resignation or removal. Any number
of offices may be held by the same person.

         Section 2. Resignation: Removal. Unless otherwise provided in any
contract with the Corporation, any officer may resign or be removed at any time.
An officer who intends to resign shall give written notice to the Board in care
of the Chairman, if any, or the President. Any officer elected by the Board may
be removed with or without cause at any time by the Board.

         Section 3. Vacancies. A vacancy occurring in any office may be filled
for the unexpired portion of the term of office by action of the Board.

         Section 4. Chairman of the Board. The Chairman of the Board, when
elected, shall preside at all meetings of the stockholders and Board,
discharging the duties incumbent upon a presiding officer. The Chairman shall
have and perform such other duties as may from time to time be assigned by the
Board.

         Section 5. President. The President shall be the chief executive
officer of the Corporation and in such capacity shall have the general powers
and duties of supervision and management of the Corporation. In the absence or
non-election of a Chairman, the President shall preside at all meetings of the
stockholders and Board. The President shall also have the direction of all other
officers, employees and agents of the Corporation and shall see that all orders
and resolutions of the Board are carried into effect. The President shall
perform such other 


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<PAGE>   17
duties and exercise such other powers as these Bylaws may provide or the Board
may assign from time to time.

         Section 6. Vice Presidents. Vice Presidents, when elected, shall have
the powers and perform the duties as the Board or the President may from time to
time assign and shall perform such other duties as may be prescribed by these
Bylaws. At the request of the President, or in case of his absence or inability
to act, the Vice President designated by the Board or the President, shall
perform the duties of the President and, when so acting shall have all the
powers of, and be subject to all the restrictions upon, the President.

         Section 7. Secretary. The Secretary shall attend all meetings of the
stockholders, the Board and any committee of the Board and shall keep true and
complete records of the proceedings of such meetings, and shall also file any
written consents of the stockholders, the Board and any committees. The
Secretary shall give, or cause to be given, notice of all meetings of the
stockholders and the Board. The Secretary shall also perform such other duties
as these Bylaws may provide or the Board or the President may assign from time
to time.

         Section 8. Assistant Secretary. When elected, the Assistant Secretary
shall have such powers and perform such duties as the President, Secretary or
the Board may from time to time assign and shall perform such other duties as
may be prescribed by these Bylaws. At the request of the Secretary, or in case
of the Secretary's absence or inability to act, the Assistant Secretary shall
perform the duties of the Secretary and when so acting, shall have all the
powers of, and be subject to all the restrictions upon, the Secretary.

         Section 9. Treasurer. The Treasurer shall keep correct and complete
records of account showing accurately at all times the financial condition of
the Corporation. The Treasurer shall also act as legal custodian of the
corporate funds, and other valuables, including securities, that may come from
time to time into possession of the Corporation, and shall promptly deposit 


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<PAGE>   18
all such funds in the name and to the credit of the Corporation in such
depositories as may be designated by the Board. Whenever requested by the Board,
the Treasurer shall furnish a statement of the financial condition of the
Corporation and shall perform such other duties as these Bylaws may provide or
the Board or the President may assign.

         Section 10. Assistant Treasurer. When elected, the Assistant Treasurer
shall have such powers and perform such duties as the President, Treasurer or
the Board may from time to time assign and shall perform such other duties as
may be prescribed by these Bylaws. At the request of the Treasurer, or in case
of the Treasurer's absence or inability to act, the Assistant Treasurer shall
perform the duties of the Treasurer and when so acting, shall have all the
powers of, and be subject to all the restrictions upon, the Treasurer.

         Section 11. Other Officers. Such other officers as are appointed shall
exercise such duties and have such powers as the Board may assign.

         Section 12. Transfer of Authority. In case of the absence of any
officer of the Corporation or for any other reason that the Board may deem
sufficient, the Board may transfer the powers or duties of that officer to any
other officer or to any director or employee of the Corporation, provided that a
majority of the entire Board approves.

                           ARTICLE VIII- CAPITAL STOCK

         Section 1. Consideration and Payment. The capital stock may be issued
for such consideration as may be fixed from time to time by the Board, provided,
however, that the consideration may not be less than the par value of any of
such stock having a par value. Payment of such consideration may be made, in
whole or in part, (a) in cash, securities or other property of any description,
or any interest therein, (b) in labor or services rendered to or for the benefit
of the Corporation, or (c) by the payment of that portion of the consideration
determined 


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<PAGE>   19
to be capital in the manner specified in either clause (a) or (b) and the
balance by delivery of a binding obligation. No certificate shall be issued for
any shares until such shares are fully paid.

         Section 2. Certificates Representing Shares. The shares of the
Corporation shall be represented by certificates, provided that the Board may
provide by resolution or resolutions that some or all of any or all classes or
series of its stock shall be uncertificated shares. Any such resolution shall
not apply to shares represented by a certificate until such certificate is
surrendered to the Corporation. Notwithstanding the adoption of such a
resolution by the Board, every holder of stock represented by certificates and
upon request every holder of uncertificated shares shall be entitled to have a
certificate signed by, or in the name of the Corporation by the chairman or a
vice-chairman of the Board, if any, or the President or a Vice President, and by
the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant
Secretary of the Corporation representing the number of shares registered in
certificate form. Any or all the signatures on the certificate may be a
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the Corporation with the same effect as if he were
such officer, transfer agent or registrar at the date of issue.

         Section 3. Lost Certificates. The Board may direct a new share
certificate or uncertificated share to be issued in place of any certificate
theretofore issued by the Corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate to be lost, stolen or destroyed. When authorizing such issue of
a new certificate or uncertificated share, the Board may, in its discretion and
as a condition precedent to the issuance thereof, require the owner of such
lost, stolen or destroyed certificate, or his legal representative, to give the
Corporation a bond in such sum as it may direct to indemnify it against any
claim that may be made against it with respect to the certificate alleged 


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<PAGE>   20
to have been lost, stolen or destroyed or the new certificate or uncertificated
share issued in replacement thereof.

         Section 4. Transfer of Stock. The Corporation or its transfer agent
shall register a transfer of a stock certificate, issue a new certificate and
cancel the old certificate upon presentation for transfer of a stock certificate
duly endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer if there has been compliance with any applicable tax law
relating to the collection of taxes and after the Corporation or its agent has
discharged any duty to inquire into any adverse claims of which the Corporation
or agent has notice. Notwithstanding the foregoing, no such transfer shall be
effected by the Corporation or its transfer agent if such transfer is prohibited
by law, by the Amended and Restated Certificate of Incorporation or a bylaw of
the Corporation or by any contract or agreement to which the Corporation is a
party.

         Section 5. Record Date. For the purpose of determining stockholders
entitled to notice of, or to vote at, any meeting of stockholders or any
adjournment thereof, the Board may fix a record date, which date shall not
precede the date upon which the resolution fixing the record date is adopted,
and which date shall not be more than 60 nor less than 10 days before the date
of the meeting. If a record date is not fixed, the record date for the
determination of stockholders entitled to notice of or to vote at a meeting of
stockholders shall be the close of business on the day next preceding the day on
which notice is given, or, if notice is waived, at the close of business on the
day next preceding the day on which the meeting is held.

         For the purpose of determining stockholders entitled to receive payment
of any dividend or other distribution or allotment of any rights or the
stockholders entitled to exercise any rights in respect of any change,
conversion or exchange of stock, or for the purpose of any other lawful action,
the Board may fix a record date, which record date shall not precede the date


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<PAGE>   21
upon which the resolution fixing the record date is adopted, and which record
date shall be not more than 60 days prior to such action. If no record date is
fixed, the record date for determining stockholders for any such purpose shall
be at the close of business on the day on which the Board adopts the resolution
relating thereto.

                         ARTICLE IX - GENERAL PROVISIONS

         Section 1. Dividends. To the extent permitted by law and subject to any
limitations or conditions contained in the Amended and Restated Certificate of
Incorporation, dividends may be declared by resolution duly adopted by the Board
and may be paid in cash, property or in shares of the capital stock of the
Corporation.

         Section 2. Reserves. Before payment of any dividend, the Board may set
aside out of any funds of the Corporation available for dividends such sum or
sums as the Board, in its absolute discretion, may determine as a reserve or
reserves to meet contingencies, to equalize dividends, to repair or maintain any
property of the Corporation or to serve other purposes conducive to the
interests of the Corporation. The Board may modify or abolish any such reserve
in the manner in which it was created.

         Section 3. Fiscal Year. The fiscal year of the Corporation shall be
determined by resolution of the Board.

                         ARTICLE X - AMENDMENT OF BYLAWS

         The stockholders or Board may amend or repeal these Bylaws or adopt new
bylaws, provided, however, that any amendment or repeal of these Bylaws or
adoption of new bylaws by the stockholders shall require the affirmative vote of
the holders of at least 66 2/3% of the issued and outstanding shares of the
Corporation's capital stock entitled to vote thereon.


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<PAGE>   22
                          ARTICLE XI - INDEMNIFICATION

         Section 1. Indemnity. The Corporation shall indemnify, to the maximum
extent permitted by applicable law, any person who was or is a party, or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
including any action by or in the right of the Corporation to procure a judgment
in its favor, by reason of the fact that such person is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation, as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding.

         Unless ordered by a court, requests for indemnification made by any
such person (including, without limitation, by a director or former director of
the Corporation), shall be in writing and delivered to the President of the
Corporation for presentation to and consideration at the next scheduled meeting
of the Board, or at a special meeting called for such purpose; and
indemnification shall be made by the Corporation only as authorized in the
specific case upon a determination that such indemnification is required or
permitted by law. Such determination shall be made (a) by the Board, by a
majority vote of a quorum consisting of disinterested directors, or (b) if such
a quorum is not obtainable, or, even if obtainable, if a quorum of disinterested
directors so directs, by independent legal counsel (who may be counsel to the
Corporation) in a written opinion, or (c) by the stockholders.

         Section 2. Expenses. Expenses incurred by an officer or director in
defending an action, suit or proceeding may be paid by the Corporation in
advance of the final disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of such director or 


                                      -22-
<PAGE>   23
officer seeking indemnification to repay such amount in the event that it shall
be ultimately determined that such director or officer is not entitled to be
indemnified by the Corporation. Such expenses incurred by other employees and
agents may be so paid upon such terms and conditions, if any, as the Board deems
appropriate. The term "expenses," as used in this Article XI, shall include,
without limitation, costs of and expenses incurred in connection with or in
preparation for litigation, attorneys' fees, judgments, fines, penalties,
amounts paid in settlement, excise taxes in respect of any employee benefit plan
of the Corporation, and interest on any of the foregoing.
 
         Section 3. Insurance. The Corporation may purchase and maintain
insurance on behalf of any such person so serving the Corporation or at the
request of the Corporation against any liability asserted against such person
and incurred by such person in any such capacity, or arising out of his status
as such, whether or not the Corporation would have the power to indemnify such
person against such liability pursuant to law.

         Section 4. Legal Representatives. The indemnification and advancement
of expenses provided by this Article XI shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director
or officer and shall inure to the benefit of the heirs, executors and
administrators of such person.
                
         Section 5. Nonexclusivity. The indemnification and advancement of
expenses provided by this Article XI shall not be deemed exclusive of any other
rights to which those seeking indemnification may be entitled under any bylaw,
agreement, vote of stockholders or disinterested directors or otherwise, both as
to action in such person's official capacity and as to action in another
capacity while holding such office.

         Section 6. Consolidation or Merger. For the purposes of this Article
XI, references to "the Corporation" include all constituent corporations
absorbed in a consolidation 


                                      -23-
<PAGE>   24
or merger as well as the resulting or surviving corporation so that any person
who is or was a director or officer of such a constituent corporation or is or
was serving at the request of such constituent corporation as a director or
officer of another corporation, partnership, joint venture, trust or other
enterprise shall stand in the same position under the provisions of this Article
XI with respect to the resulting or surviving corporation as such person would
if such person had served the resulting or surviving corporation in the same
capacity.


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