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                                                                     EXHIBIT 4.2


                          AMENDED AND RESTATED BY-LAWS

                                       OF

                                  TELLABS, INC.

                   (AS AMENDED AND RESTATED JANUARY 24, 2001)

                                    ARTICLE I

                           OFFICES OF REGISTERED AGENT

         Section 1.1 Registered Office and Agent. The Corporation shall have and
maintain a registered office in Delaware and a registered agent having a
business office identical with such registered office.

         Section 1.2 Other Offices. The Corporation may also have such other
office or offices in Delaware or elsewhere as the Board of Directors may
determine or as the business of the Corporation may require.

                                   ARTICLE II

                                  STOCKHOLDERS

         Section 2.1 Annual Meeting. An annual meeting of the stockholders shall
be held on the third Wednesday in April in each year beginning with the year
1993, at the hour of 10:30 A.M., or in the event the annual meeting is not held
on such date and at such time, then on the date and at the time designated by
the Board of Directors, for the purpose of electing directors and for the
transaction of such other business as may come before the meeting. If the day
fixed for the annual meeting shall be a legal holiday, such meeting shall be
held on the next succeeding business day. If the directors shall not be elected
at the annual meeting, or at any adjournment thereof, the Board of Directors
shall cause the election to be held as soon thereafter as may be convenient.

         Section 2.2 Special Meetings. Special meetings of the stockholders may
be called at any time by the Chairman of the Board of Directors or the President
or by resolution of the Board of Directors and shall be called by the Chairman
of the Board of Directors or President at the request in writing of a majority
of the Board of Directors. Such request shall state the purpose or purposes of
the proposed meeting.

         Section 2.3 Place of Meeting. Meetings of stockholders, whether annual
or special, shall be held at such time and place as may be determined by the
Board of Directors and designated in the call and notice or waiver of



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notice of such meeting; provided, that a waiver of notice signed by all
stockholders may designate any time or place as the time and place for the
holding of such meeting. If no designation is made, the place of meeting shall
be at the Corporation's principal place of business.

         Section 2.4 Notice of Meeting. Written notice stating the place, date
and hour of the meeting and, in case of a special meeting, the purpose or
purposes for which the meeting is called, shall be given not less than ten nor
more than sixty days before the date of the meeting, or, in the case of a
merger, consolidation or sale, lease or exchange of all or substantially all of
the Corporation's property and assets, at least twenty days before the date of
the meeting, either personally or by mail, by or at the direction of the
President or the Secretary to each stockholder of record entitled to vote at
such meeting. If mailed, notice is given when deposited in the United States
mail, postage prepaid, directed to the stockholder at his address as it appears
on the records of the Corporation.

         Section 2.5 Fixing Record Date for Determination of Stockholders. For
the purpose of determining stockholders entitled to notice of or to vote at any
meeting of stockholders, or stockholders entitled to receive payment of any
dividend, or in order to make a determination of stockholders for any other
proper purpose, the Board of Directors may fix in advance a date as the record
date for any such determination of stockholders, such date to be not more than
sixty days prior to the date of a meeting of stockholders, the date of payment
of a dividend or the date on which other action requiring determination of
stockholders is to be taken, as the case may be. In addition, the record date
for a meeting of stockholders shall not be less than ten days, or in the case of
a merger, consolidation or sale, lease or exchange of all or substantially all
of the Corporation's property and assets, not less than twenty days immediately
preceding such meeting. When a determination of stockholders entitled to vote at
any meeting of stockholders has been made as provided in this Section, such
determination shall apply to any adjournment thereof; provided, however, that
the Board of Directors may fix a new record date for the adjourned meeting.

         Section 2.6 List of Stockholders Entitled to Vote. The officer who has
charge of the stock ledger of the Corporation shall prepare and make, at least
ten days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at the meeting, arranged in alphabetical order,
and showing the address of each stockholder and the number of shares registered
in the name of each stockholder. Such list shall be open to the examination of
any stockholder, for any purpose germane to the meeting, for a period of at
least ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present. The stock ledger shall be the only evidence as to who are the
stockholders entitled to examine the stock ledger, the list of the stockholders,
the corporate books, or to vote at any meeting of the stockholders.





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         Section 2.7 Quorum and Manner of Acting. Unless otherwise provided by
the Certificate of Incorporation, as may be amended or restated from time to
time (hereinafter the "Certificate of Incorporation"), or these By-laws, a
majority of the outstanding shares of the Corporation entitled to vote on a
matter present in person or represented by proxy shall constitute a quorum for
consideration of such matter at any meeting of stockholders; provided, that if
less than a majority of the outstanding shares entitled to vote on a matter are
present in person or represented by proxy at said meeting, a majority of the
shares so present in person or represented by proxy may adjourn the meeting from
time to time without further notice other than announcement at the meeting at
which the adjournment is taken of the time and place of the adjourned meeting.
At the adjourned meeting the Corporation may transact any business which might
have been transacted at the original meeting. If the adjournment is for more
than thirty days, or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting. If a quorum is present,
the affirmative vote of the majority of the shares present in person or
represented by proxy at the meeting and entitled to vote shall be the act of the
stockholders, unless the vote of a greater number or voting by classes is
required by the General Corporation Law of the State of Delaware, the
Certificate of Incorporation, as may be amended or restated from time to time,
or these By-laws.

         Section 2.8 Voting Shares and Proxies. Each stockholder shall be
entitled to one vote for each share of capital stock held by such stockholder,
except as otherwise provided in the Certificate of Incorporation. Each
stockholder entitled to vote shall be entitled to vote in person, or may
authorize another person or persons to act for him by proxy executed in writing
by such stockholder or by his duly authorized attorney-in-fact, but no such
proxy shall be voted or acted upon after three years from its date, unless the
proxy provides for a longer period.

         Section 2.9 Inspectors. At any meeting of stockholders, the chairman of
the meeting may, or upon the request of any stockholder shall, appoint one or
more persons as inspectors for such meeting. Such inspectors shall ascertain and
report the number of shares represented at the meeting, based upon the list of
stockholders produced at the meeting in accordance with Section 2.6 hereof and
upon their determination of the validity and effect of proxies, and they shall
count all votes, report the results and do such other acts as are proper to
conduct the election and voting with impartiality and fairness to all the
stockholders. Each such report shall be in writing and signed by at least a
majority of the inspectors, the report of a majority being the report of the
inspectors, and such reports shall be prima facie evidence of the number of
shares represented at the meeting and the result of a vote of the stockholders.

         Section 2.10 Voting of Shares by Certain Holders. Shares of its own
stock belonging to the Corporation, unless held by it in a fiduciary capacity,
shall not be voted, directly or indirectly, at any meeting, and shall not be
counted in determining the total number of outstanding shares at any given time.
Shares standing in the name of another corporation, domestic or foreign, may be
voted by such officer, agent or proxy as the by-laws of such corporation may
prescribe, or, in the absence of such provision, as the board of directors of
such corporation may determine. Persons



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holding stock in a fiduciary capacity shall be entitled to vote the shares so
held. Persons whose stock is pledged shall be entitled to vote, unless in the
transfer by the pledgor on the books of the Corporation he or she expressly
empowered the pledgee to vote thereon, in which case only the pledgee, or his
proxy, may represent such stock and vote thereon.

                                   ARTICLE III

                                    DIRECTORS

         Section 3.1 General Powers. The business and affairs of the Corporation
shall be managed by or under the direction of its Board of Directors, except as
may be otherwise provided by statute or the Certificate of Incorporation, as may
be amended or restated from time to time.

         Section 3.2 Number, Tenure and Qualifications. The number of directors
shall be nine, which number of directors may be changed from time to time by
amendment of this Section, except as otherwise provided for in the Certificate
of Incorporation. The directors shall be divided into three classes as provided
in Article SIXTH of the Certificate of Incorporation, and shall be elected as
therein specified. Class I directors shall hold office initially for a term
expiring at the 1993 annual meeting of stockholders. Class II directors shall
hold office initially for a term expiring at the 1994 annual meeting of
stockholders. Class III directors shall hold office initially for a term
expiring at the 1995 annual meeting of stockholders. At each annual meeting of
stockholders, the successors to the class of directors whose term expires at
that meeting shall be elected to hold office for a term expiring at the annual
meeting of stockholders held in the third year following the year of their
election and until their successors have been duly elected and qualified, unless
sooner removed as provided in Article SIXTH of the Certificate of Incorporation.
Directors need not be stockholders or residents of Delaware.

         Section 3.3 Regular Meetings. A regular meeting of the Board of
Directors shall be held, without other notice than this Section, immediately
after and at the same place as the annual meeting of stockholders. The Board of
Directors may provide, by resolution, the time and place, either within or
without Delaware, for the holding of additional regular meetings without other
notice than such resolution.

         Section 3.4 Special Meetings. Special meetings of the Board of
Directors may be called at any time by the Chairman of the Board of Directors,
President or upon the written request of at least two directors. The person or
persons who call a special meeting of the Board of Directors may designate any
place, either within or without Delaware, as the place for holding such special
meeting. In the absence of such a designation the place of meeting shall be the
Corporation's principal place of business.

         Section 3.5 Notice of Special Meetings. Notice stating the place, date
and hour of a special meeting shall be mailed not less than five days before the
date of the meeting, or shall be sent by telegram or be delivered personally or
by telephone not less than two days before the date



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of the meeting, to each director, by or at the direction of the person or
persons calling the meeting. Attendance of a director at any meeting shall
constitute a waiver of notice of such meeting except where a director attends a
meeting for the express purpose of objecting, at the beginning of the meeting,
to the transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at nor the purpose of any
meeting of the Board of Directors need be specified in the notice or waiver of
notice of such meeting,

         Section 3.6 Quorum, Organization of Meeting and Manner of Acting. A
majority of the number of directors as fixed in Section 3.2 hereof shall
constitute a quorum for the transaction of business at any meeting of the Board
of Directors; provided, that if less than a majority of such number of directors
are present at said meeting, a majority of the directors present may adjourn the
meeting from time to time without further notice. 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 of Directors, unless otherwise provided in the General Corporation Law
of the State of Delaware, the Certificate of Incorporation or these By-laws.

         (a) The Board of Directors shall elect one of its members to be the
Chairman of the Board of Directors. The Chairman of the Board of Directors shall
lead the Board of Directors in fulfilling its responsibilities as set forth in
these By-laws, including its responsibility to oversee the performance of the
Company, and shall determine the agenda and perform all other duties and
exercise all other powers which are or from time to time may be delegated to him
or her by the Board of Directors.

         (b) Meetings of the Board of Directors shall be presided over by the
Chairman of the Board of Directors, or in his absence, by the President, or in
the absence of the Chairman of the Board of Directors and President by such
other person or persons as the Board of Directors may designate or the members
present may select.

         Section 3.7 Informal Action by Directors. Any action which is required
by law or by these By-laws to be taken at a meeting of the Board of Directors,
or any other action which may be taken at a meeting of the Board of Directors or
any committee thereof, may be taken without a meeting if a consent in writing,
setting forth the action to be taken, shall be signed by all of the directors
entitled to vote with respect to the subject matter thereof, or by all the
members of such committee, as the case may be. Such consent shall have the same
force and effect as a unanimous vote of all of the directors or all of the
members of such committee, as the case may be, at a duly called meeting thereof,
and shall be filed with the minutes of proceedings of the Board or committee.

         Section 3.8 Telephonic Meetings. Unless otherwise restricted by the
Certificate of Incorporation or these By-laws, members of the Board of Directors
or of any committee designated by such Board, may participate in a meeting of
such Board or committee by means of conference telephone or similar
communications equipment by means of which all persons




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participating in the meeting can hear each other, and participation in a meeting
pursuant to this Section shall constitute presence at such meeting.

         Section 3.9 Resignations. Any director may resign at any time by giving
written notice to the Board of Directors, the Chairman of the Board of
Directors, the President, or the Secretary. Such resignation shall take effect
at the time specified therein; and, unless tendered to take effect upon
acceptance thereof, the acceptance of such resignation shall not be necessary to
make it effective.




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         Section 3.10 Vacancies.

                  (a) Vacancies and newly created directorships resulting from
any increase in the authorized number of directors elected by all of the
stockholders having the right to vote as a single class shall be filled as
provided by the Certificate of Incorporation.

                  (b) Whenever the holders of any class or classes of stock or
series thereof are entitled to elect one or more directors by the provisions of
the Certificate of Incorporation, vacancies and newly created directorships of
such class or classes or series may be filled by a majority of the directors
elected by such class or classes or series thereof then in office, or by a sole
remaining director so elected, and the directors so chosen shall hold office
until the next election of the class for which such directors shall have been
chosen, and until their successors shall be elected and qualified or until their
earlier resignation or removal.

         Section 3.11 Removal. Any director or the entire Board of Directors may
be removed, but only for cause, and only by the affirmative vote of (i) the
holders of at least 75% of the voting power of the shares then entitled to vote
at an election of directors, voting together as a single class, or (ii) a
majority of the Board of Directors.

         Whenever the holders of any class or series of capital stock are
entitled to elect one or more directors by the provisions of the Certificate of
Incorporation, the provisions of this Section shall apply, in respect to the
removal for cause of a director or directors so elected, to the vote of the
holders of the outstanding shares of that class or series and not to the vote of
the outstanding shares as a whole.

         Section 3.12 Compensation. The Board of Directors, by the affirmative
vote of a majority of the directors then in office and irrespective of any
personal interest of any of its members, shall have the authority to establish
reasonable compensation of directors for services to the Corporation as
directors, officers or otherwise. By resolution of the Board of Directors, the
directors may be paid their expenses, if any, of attendance at each meeting of
the Board of Directors or a committee thereof.

         Section 3.13 Presumption of Assent. A director who is present at a
meeting of the Board of Directors at which action on any corporate matter is
taken shall be conclusively presumed to have assented to the action taken unless
his dissent shall be entered in the minutes of the meeting or unless he shall
file his 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 immediately after the adjournment of the
meeting. Such right to dissent shall not apply to a director who voted in favor
of such action.




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         Section 3.14 Interested Directors.

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

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

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

                           (3) The contract or transaction is fair as to the
         Corporation as of the time it is authorized, approved or ratified, by
         the Board of Directors, a committee thereof or the stockholders.

                  (b) Interested directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or of a committee
which authorizes the contract or transaction.



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                                   ARTICLE IV

                  STOCKHOLDER NOMINATION OF DIRECTOR CANDIDATES

         Nominations for the election of directors may be made by the Board of
Directors or a committee appointed by the Board of Directors or by any
stockholder entitled to vote in the election of directors generally or, if
applicable, by any holder of any class or classes of stock or series thereof are
entitled to elect one or more directors by the provisions of the Certificate of
Incorporation. However, any stockholder entitled to vote in the election of
directors generally may nominate one or more persons for election as directors
at a meeting only if written notice of such stockholder's intent to make such
nomination or nominations has been given, either by personal delivery or by
United States mail, postage prepaid, to the Secretary of the Corporation not
later than (i) with respect to an election to be held at an annual meeting of
stockholders, one hundred twenty days in advance of the date of the proxy
statement released to stockholders in connection with the previous year's annual
meeting of stockholders, and (ii) with respect to an election to be held at a
special meeting of stockholders for the election of directors, a reasonable time
in advance of the meeting. For purposes of this Section, a "reasonable time in
advance of the meeting" is at least fifteen days before the date that the proxy
statement in connection with such meeting is to be mailed to the stockholders.
Each such notice shall set forth: (a) the name and address of the stockholder
who intends to make the nomination and of the person and persons to be
nominated; (b) 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 nominate the person or persons specified
in the notice; (c) a description of all arrangements or understandings between
the stockholder and each nominee and any other person or persons (naming such
person or persons) pursuant to which the nomination or nominations are to be
made by the stockholder; (d) such other information regarding each nominee
proposed by such stockholder as would be required to be included in a proxy
statement filed pursuant to the proxy rules of the Securities and Exchange
Commission, had the nominee been nominated, or intended to be nominated, by the
Board of Directors; and (e) the consent of each nominee to serve as a director
of the Corporation if so elected. The presiding officer at the meeting may
refuse to acknowledge the nomination of any person not made in compliance with
the foregoing procedure.



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                                    ARTICLE V

                                   COMMITTEES

         Section 5.1 Appointment and Powers. The Board of Directors may, by
resolution passed by a majority of the whole Board, designate one or more
committees, each committee to consist of one or more of the directors of the
Corporation which, to the extent provided in said resolution or in these
By-laws, shall have and may exercise all the powers and authority of the Board
of Directors in the management of the business and affairs of the Corporation,
and may authorize the seal of the Corporation to be affixed to all papers which
may require it; but no such committee shall have the power or authority in
reference to amending the Certificate of Incorporation (except that any such
committee may, to the extent authorized in the resolution or resolutions
providing for the issuance of such shares of stock adopted by the Board of
Directors, fix the designations and any of the preferences or rights of such
shares relating to dividends, redemption, dissolution, any distribution of
assets of the Corporation or the conversion into, or the exchange of such shares
for, shares of any other class or classes or any other series of the same or any
other class or classes of stock of the Corporation or fix the number of shares
of any series of stock or authorize the increase or decrease of the shares of
any series), adopting an agreement of merger or consolidation, recommending to
the stockholders the sale, lease or exchange of all or substantially all of the
Corporation's property and assets, recommending to the stockholders a
dissolution of the Corporation or a revocation thereof, or amending the By-laws;
and, unless the resolution, By-laws or Certificate of Incorporation, expressly
so provide, no such committee shall have the power or authority to declare a
dividend, to authorize the issuance of stock, or to adopt a certificate of
ownership and merger pursuant to Section 253 of the General Corporation Law of
the State of Delaware.




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         Section 5.2 Absence or Disqualification of Committee Member. In the
absence or disqualification of any member of such committee, the member or
members thereof present at any meeting and not disqualified from voting, whether
or not they constitute a quorum, may unanimously appoint another member of the
Board of Directors to act at the meeting in the place of any such absent or
disqualified member.

         Section 5.3 Record of Proceedings. The committees shall keep regular
minutes of their proceedings and when required by the Board of Directors shall
report the same to the Board of Directors.

                                   ARTICLE VI

                                    OFFICERS

         Section 6.1 Number and Titles. The officers of the Corporation shall be
a Chairman of the Board of Directors, a President and a Secretary. There shall
be one or more Vice Presidents (the number thereof to be determined by the Board
of Directors), a Treasurer and such other officers and assistant officers as the
Board of Directors may from time to time deem necessary. Any two or more offices
may be held by the same person.

         Section 6.2 Election, Term of Office and Qualifications. The officers
shall be elected annually by the Board of Directors at the first meeting of the
Board of Directors held after the annual meeting of stockholders. If the
election of officers is not held at such meeting, such election shall be held as
soon thereafter as may be convenient. Vacancies may be filled or new offices
created and filled at any meeting of the Board of Directors. Each officer shall
be elected to hold office until his successor shall have been elected and
qualified, or until his earlier death, resignation or removal. Election of an
officer shall not of itself create contract rights.

         Section 6.3 Removal. Any officer may be removed by the Board of
Directors whenever in its judgment the best interests of the Corporation will be
served thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed.

         Section 6.4 Resignation. Any officer may resign at any time by giving
written notice to the Board of Directors, the Chairman of the Board of
Directors, the President or the Secretary. Such resignation shall take effect at
the time specified therein; and, unless tendered to take effect upon acceptance
thereof, the acceptance of such resignation shall not be necessary to make it
effective.

         Section 6.5 Duties. In addition to and to the extent not inconsistent
with the provisions in these By-laws, the officers shall have such authority, be
subject to such restrictions and perform such duties in the management of the
business, property and affairs of the Corporation as may be determined from time
to time by the Board of Directors.



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         Section 6.6 President. The President shall be the chief executive
officer of the Corporation. Subject to the control of the Board of Directors,
the President shall, in general, supervise and manage the business and affairs
of the Corporation and he shall see that the resolutions and directions of the
Board of Directors are carried into effect. Except in those instances in which
the authority to execute is expressly delegated to another officer or agent of
the Corporation, or a different mode of execution is expressly prescribed by the
Board of Directors or these By-laws, or where otherwise required by law, the
President may execute for the Corporation any contracts, deeds, mortgages, bonds
or other instruments which the Board of Directors has authorized to be executed,
or may execute, or may authorize any officer or agent to execute, for the
Corporation any contracts, deeds, mortgages, bonds or other instruments or the
execution of which is in the ordinary course of the Corporation's business, and
such execution may be accomplished either under or without the seal of the
Corporation and either individually or with the Secretary, any Assistant
Secretary, or any other officer thereunto authorized by the Board of Directors
or these By-laws. In addition, he shall perform all duties incident to the
office of President and such other duties as from time to time shall be
prescribed by the Board of Directors.

         Section 6.7 Vice Presidents. In the absence of the President or in the
event of his inability or refusal to act, the Vice President, if one shall have
been elected (or in the event there is more than one Vice President, the Vice
Presidents in the order designated by the Board of Directors, or in the absence
of such designation, in the order of their election), shall perform the duties
of the President, and when so acting, shall have all the authority of and be
subject to all the restrictions upon the President. Except in those instances in
which the authority to execute is expressly delegated to another officer or
agent of the Corporation or a different mode of execution is expressly
prescribed by the Board of Directors or these By-laws or where otherwise
required by law, the Vice President (or each of them if there are more than one)
may execute for the Corporation any contracts, deeds, mortgages, bonds or other
instruments which the Board of Directors has authorized to be executed, and he
may accomplish such execution either under or without the seal of the
Corporation and either individually or with the Secretary, any Assistant
Secretary, or any other officer thereunto authorized by the Board of Directors
or these By-laws. The Vice Presidents shall perform such other duties as from
time to time may be prescribed by the President or the Board of Directors.

         Section 6.8 Treasurer. The Treasurer, if one shall have been elected,
shall be the principal financial officer of the Corporation, and shall (a) have
charge and custody of, and be responsible for, all funds and securities of the
Corporation; (b) keep or cause to be kept correct and complete books and records
of account including a record of all receipts and disbursements; (c) deposit all
funds and securities of the Corporation in such banks, trust companies or other
depositaries as shall be selected in accordance with these By-laws; (d) from
time to time prepare or cause to be prepared and render financial statements of
the Corporation at the request of the President or the Board of Directors; and
(e) in general, perform all duties incident to the office of Treasurer and such
other duties as from time to time may be prescribed by the President or the


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Board of Directors. If required by the Board of Directors, the Treasurers shall
give a bond for the faithful discharge of his duties in such sum and with such
surety or sureties as the Board of Directors shall determine.

         Section 6.9 Secretary. The Secretary shall (a) keep the minutes of the
proceedings of the stockholders and of the Board of Directors in one or more
books provided for that purpose; (b) see that all notices are duly given in
accordance with the provisions of these By-laws or as required by law; (c) be
custodian of the corporate records and of the seal of the Corporation and see
that the seal of the Corporation is affixed to all stock certificates prior to
the issue thereof and to all documents the execution of which on behalf of the
Corporation under its seal is necessary or appropriate; (d) keep or cause to be
kept a register of the name and address of each stockholder, which shall be
furnished to the Corporation by each such stockholder, and the number and class
of shares held by each stockholder; (e) have general charge of the stock
transfer books; and (f) in general, perform all duties incident to the office of
Secretary and such other duties as from time to time may be prescribed by the
President or the Board of Directors.

         Section 6.10 Assistant Treasurers and Assistant Secretaries. In the
absence of the Treasurer or Secretary or in the event of the inability or
refusal of the Treasurer or Secretary to act, the Assistant Treasurer and the
Assistant Secretary (or in the event there is more than one of either, in the
order designated by the Board of Directors or in the absence of such
designation, in the order of their election) shall perform the duties of the
Treasurer and Secretary, respectively, and when so acting, shall have all the
authority of and be subject to all the restrictions upon such office. The
Assistant Treasurers and Assistant Secretaries shall also perform such duties as
from time to time may be prescribed by the Treasurer or the Secretary,
respectively, or by the President or the Board of Directors. If required by the
Board of Directors, an Assistant Treasurer shall give a bond for the faithful
discharge of his duties in such sum and with such surety or sureties as the
Board of Directors shall determine.

         Section 6.11 Salaries. The salaries and additional compensation, if
any, of the officers shall be determined from time to time by the Board of
Directors; provided, that with respect to any officer who is also a director,
such determination shall be made by a majority of the other directors then in
office.

                                   ARTICLE VII

                    CERTIFICATES OF STOCK AND THEIR TRANSFER

         Section 7.1 Stock Certificates. Stock certificates shall be in such
form as determined by the Board of Directors and shall be signed by, or in the
name of the Corporation by the Chairman of the Board of Directors, President or
a Vice President, and by the Treasurer or an Assistant Treasurer, or the
Secretary or an Assistant Secretary of the Corporation. Any of or all the
signatures on the certificates may be a facsimile. All certificates of stock
shall bear the seal of the Corporation, which seal may be a facsimile, engraved
or printed.



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<PAGE>   14

         Section 7.2 Transfer of Shares. The shares of the Corporation shall be
transferable. The Corporation shall have a duty to register any such transfer
provided there is presented to the Corporation or its transfer agents (a) (i)
the stock certificate endorsed by the appropriate person or persons; and (ii)
reasonable assurance that such endorsement is genuine and effective; and,
provided that (b)(i) the Corporation has no duty to inquire into adverse claims
or has discharged any such duty; (ii) any applicable law relating to the
collection of taxes has been complied with; and (iii) the transfer is in fact
rightful or is to a bona fide purchaser. Upon registration of such transfer upon
the stock transfer books of the Corporation the certificates representing the
shares transferred shall be canceled and the new record holder, upon request,
shall be entitled to a new certificate or certificates. The terms and conditions
described in the foregoing provisions of this Section shall be construed in
accordance with the provisions of the Delaware Uniform Commercial Code, except
as otherwise provided by the General Corporation Law of the State of Delaware.
No new certificate shall be issued until the former certificate or certificates
for a like number of shares shall have been surrendered and canceled, except
that in case of a lost, destroyed, wrongfully taken or mutilated certificate a
new one may be issued therefor upon such terms and indemnity to the Corporation
as the Board of Directors or the President may prescribe consistent with
applicable law.

                                  ARTICLE VIII

                                    DIVIDENDS

         Section 8.1 Dividends. Subject to the provisions of the General
Corporation Law of the State of Delaware and the Certificate of Incorporation,
as may be amended or restated from time to time, the Board of Directors may
declare and pay dividends upon the shares of its capital stock. Dividends may be
paid in cash, in property, or in shares of the Corporation's capital stock.

                                   ARTICLE IX

                                   FISCAL YEAR

         Section 9.1 Fiscal Year. The fiscal year of the Corporation shall be
fixed by the Board of Directors.

                                    ARTICLE X

                                      SEAL

         Section 10.1 Seal. The corporate seal shall have inscribed thereon the
name of the Corporation and the words "Corporate Seal" and "Delaware." The seal
may be used by causing it or a facsimile thereof to be impressed or affixed or
in any manner reproduced.


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<PAGE>   15

                                   ARTICLE XI

                                WAIVER OF NOTICE

         Section 11.1 Waiver of Notice. Whenever any notice is required to be
given under these By-laws, the Certificate of Incorporation, as may be amended
or restated from time to time, or the General Corporation Law of the State of
Delaware, a waiver thereof in writing, signed by the person or persons entitled
to such notice, whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice.

                                   ARTICLE XII

                INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS

         Section 12.1 Nature of Indemnity. Each Person who was or is made a
party or is threatened to be made a party to or is involved in any action, suit
or proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she is or was a
director or officer of the Corporation or is or was serving at the request of
the Corporation as a director, officer, employee, fiduciary, or agent of another
corporation or of a partnership, joint venture, trust or other enterprise, shall
be indemnified and held harmless by the Corporation as provided in this Article
and to the fullest extent which it is empowered to do so by the General
Corporation Law of the State of Delaware, as the same exists or may hereafter be
amended, against all expense, liability and loss (including attorneys' fees)
actually and reasonably incurred by such person in connection with such
proceeding), and such indemnification shall inure to the benefit of his or her
heirs, executors and administrators; provided, however, that, except as provided
in Section 12.2 hereof, the Corporation shall indemnify any such person seeking
indemnification in connection with a proceeding initiated by such person only if
such proceeding was authorized by the Board of Directors of the Corporation. The
right to indemnification conferred in this Article shall be a contract right
and, subject to Sections 12.2 and 12.5 hereof, shall include the right to be
paid by the Corporation the expenses incurred in defending any such proceeding
in advance of its final disposition. The Corporation may, by action of its Board
of Directors, provide indemnification to employees and agents of the Corporation
with the same scope and effect as the foregoing indemnification of directors and
officers. Notwithstanding any other provision of this Article, to the extent
that any director or officer, or employee or agent at the discretion of the
Board of Directors of the Corporation pursuant to Section 12.6 of this Article,
is by reason of such person's position with the Corporation a witness in any
proceeding, such person shall be indemnified against all costs and expenses
actually and reasonably incurred by him on his behalf in connection therewith.

         Section 12.2 Procedure for Indemnification of Directors and Officers.
Any indemnification of a director or officer of the Corporation under Section
12.1 of this Article or advance of expenses under Section 12.5 of this Article
shall be made promptly, and in any event



                                       15
<PAGE>   16

within 30 days, upon the written request of the director or officer. If a
determination is made by the Corporation that the director or officer is
entitled to indemnification pursuant to this Article is required, and the
Corporation fails to respond within 60 days to a written request for indemnity,
the Corporation shall be deemed to have approved the request. If the Corporation
denies a written request for indemnification or advancing of expenses, in whole
or in part, or if payment in full pursuant to such request is not made within 30
days, the right to indemnification or advances as granted by this Article shall
be enforceable by the director or officer in any court of competent
jurisdiction. 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 expenses incurred in defending any proceeding in advance of its final
disposition where the required undertaking, if any, has been tendered to the
Corporation) that the claimant has not met the standards of conduct which make
it permissible under the General Corporation Law of the State of Delaware for
the Corporation to indemnify the claimant for the amount claimed, but the burden
of such defense shall be on the Corporation. Neither the failure of the
Corporation (including its Board of Directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in the
General Corporation Law of the State of Delaware, nor an actual determination by
the Corporation (including its Board of Directors, independent legal counsel, or
its stockholders) that the claimant has not met such applicable standard of
conduct, shall be a defense to the action or create a presumption that the
claimant has not met the applicable standard of conduct.

         Section 12.3 Article Not Exclusive. The rights to indemnification and
the payment of expenses incurred in defending a proceeding in advance of its
final disposition conferred in this Article shall not be exclusive of any other
right which any person may have or hereafter acquire under any statute,
provision of the Certificate of Incorporation, By-law, agreement, vote of
stockholders or disinterested directors or otherwise.

         Section 12.4 Survival of Rights. No amendment, alteration or repeal of
this Article 12 or of any provision hereof shall be effective as to any person
who is or was a director, officer, employee or agent of the Corporation, or is
or was serving at the request of the Corporation as a director, officer,
employee, fiduciary or agent of another corporation or of a partnership, joint
venture, trust or other enterprise, with respect to any action taken or omitted
by such person in such position prior to such amendment, alteration or repeal.
The provisions of the Article 12 shall continue as to any such person after his
or her service in such position has ceased and shall inure to the benefit of his
or her heirs, executors and administrators.

         Section 12.5 Insurance. The Corporation may purchase and maintain
insurance on its own behalf and on behalf of any person who is or was a
director, officer, employee, fiduciary, or agent of the Corporation 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



                                       16
<PAGE>   17

against any liability asserted against him or her and incurred by him or her in
any such capacity, whether or not the Corporation would have the power to
indemnify such person against such liability under this Article or under the
General Corporation Law of the State of Delaware. The Corporation shall not be
liable under this Article to make any payments of amounts otherwise
indemnifiable hereunder if and to the extent that such indemnified person
hereunder has otherwise actually received such payment under any insurance
policy, contract, agreement or otherwise.

         Section 12.6 Expenses. Expenses (including attorneys' fees) incurred by
any person described in Section 12.1 of this Article in defending any civil,
criminal, administrative or investigative action, suit or proceeding shall 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 the director or
Officer to repay such amount if it shall ultimately be determined that he or she
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 of Directors deems appropriate.

         Section 12.7 Employees and Agents. Persons who are not covered by the
foregoing provisions of this Article and who are or were employees or agents of
the Corporation, or who are or were serving at the request of the Corporation as
employees or agents of another corporation, partnership, joint venture, trust or
other enterprise, may be indemnified to the extent authorized at any time or
from time to time by the Board of Directors.

         Section 12.8 Contract Rights. The provisions of this Article shall be
deemed to be a contract right between the Corporation and each director or
officer who serves in any such capacity at any time while this Article and the
relevant provisions of the General Corporation Law of the State of Delaware or
other applicable law are in effect, and any repeal or modification of this
Article or any such law shall not affect any rights or obligations then existing
with respect to any state of facts or proceeding then existing.

         Section 12.9 Merger or Consolidation. For Purposes of this Article,
references to "the Corporation" shall include, in addition to the resulting
corporation, any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors, officers, and employees or agents, so that any person who is or was a
director, officer, employee or agent of such constituent corporation, or is or
was serving at the request of such constituent corporation as a director,
officer, employee, or fiduciary or agent of another corporation, partnership,
joint venture, trust or other enterprise, shall stand in the same position under
this Article with respect to the resulting or surviving corporation as he or she
would have with respect to such constituent corporation if its separate
existence had continued.

         Section 12.10 Severability. If any provision or provisions of this
Article shall be held to be invalid, illegal or unenforceable for any reason
whatsoever: (a) the validity, legality and



                                       17
<PAGE>   18

enforceability of the remaining provisions of this Article (including without
limitation, each portion of any Section of this Article containing any such
provision held to be invalid, illegal or unenforceable, that is not itself
invalid, illegal or unenforceable) shall not in any way be affected or impaired
thereby; and (b) to the fullest extent possible, the provisions of this Article
(including, without limitation, each portion of any Section of this Article
containing any such provision held to be invalid, illegal or unenforceable, that
is not itself invalid, illegal or unenforceable) shall be construed so as to
give effect to the intent manifested by the provision held invalid, illegal or
unenforceable.

         Section 12.11 Certain Persons Not Entitled to Indemnification or
Advancement of Expenses. Notwithstanding any other provision of this Article, no
person shall be entitled to indemnification or advancement of any costs,
expenses or the like under this Article with respect to any proceeding, or any
claim therein, brought or made by such person against the Corporation.

         Section 12.12 Notices. Any notice, request or other communication
required or permitted to be given to the Corporation under this Article shall be
in writing and either delivered in person or sent by facsimile or certified or
registered mail, postage prepaid, return receipt requested, to the Secretary of
the Corporation and shall be effective only upon receipt by the Secretary.

                                  ARTICLE XIII

                            MISCELLANEOUS PROVISIONS

         Section 13.1 Contracts. The Board of Directors may authorize any
officer or agent to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the Corporation, and the President
may so authorize any officer or agent with respect to contracts or instruments
in the usual and regular course of its business. Such authority may be general
or confined to specific instances.

         Section 13.2 Loans. No loan shall be contracted on behalf of the
Corporation and no evidence of indebtedness shall be issued in its name unless
authorized by the Board of Directors. Such authority may be general or confined
to specific instances.

         Section 13.3 Checks, Drafts, Etc. All checks, drafts or other orders
for the payment of money, or notes or other evidences of indebtedness issued in
the name of the Corporation shall be signed by such officer or agent as shall
from time to time be authorized by the Board of Directors.

         Section 13.4 Deposits. The Board of Directors may select, or may
authorize the President, Treasurer or other officers to select, banks, trust
companies or other depositaries for the funds of the Corporation.



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<PAGE>   19

         Section 13.5 Stock in Other Corporations. Shares of any other
corporation which may from time to time be held by the Corporation may be
represented and voted by the President, or by any proxy appointed in writing by
the President, or by any other person or persons thereunto authorized by the
Board of Directors, at any meeting of stockholders of such corporation or by
executing written consents with respect to such shares where stockholder action
may be taken by written consent. Shares represented by certificates standing in
the name of the Corporation may be endorsed for sale or transfer in the name of
the corporation by the President or by any other officer thereunto authorized by
the Board of Directors. Shares belonging to the Corporation need not stand in
the name of the Corporation, but may be held for the benefit of the Corporation
in the name of any nominee designated for such purpose by the Board of
Directors.

         Section 13.6 Gender. Use of masculine pronoun shall be deemed to
include usage of the feminine and neuter pronoun where appropriate.

                                   ARTICLE XIV

                                    AMENDMENT

         Section 14.1 Procedure. These By-laws may be altered, amended or
repealed and new by-laws may be adopted by the Board of Directors. Subject to
the provisions of the Certificate of Incorporation, these By-laws may also be
altered, amended or repealed by the stockholders of the Corporation.