<PAGE>
                                                                    EXHIBIT 3.2

                        THIRD AMENDED AND RESTATED BYLAWS
                          OF PEROT SYSTEMS CORPORATION

      (COMPOSITE COPY REFLECTING ALL AMENDMENTS THROUGH SEPTEMBER 12, 2002)

                                    ARTICLE I

                                     OFFICES

         Section 1. Registered Office. The registered office of the corporation
shall be in the City of Wilmington, County of New Castle, State of Delaware.

         Section 2. Other Offices. The corporation may also have offices at such
other places, both within and without the State of Delaware, as the Board of
Directors may from time to time determine or as the business of the corporation
may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

         Section 1. Place of Meetings. Meetings of stockholders may be held at
such time and place, within or without the State of Delaware, as shall be stated
in the notice of the meeting or in a duly executed waiver of notice thereof.

         Section 2. Annual Meetings. An annual meeting of stockholders shall be
held on such day in each fiscal year of the corporation and at such time and
place as may be fixed by the Board of Directors, at which meeting the
stockholders shall elect a Board of Directors and transact such other business
as may properly be brought before the meeting.

         Section 3. Notice of Annual Meeting. Written or printed notice of the
annual meeting, stating the place, day and hour thereof, shall be given to each
stockholder entitled to vote thereat by mailing or delivering such notice to the
address of such stockholder as appears on the books of the corporation or by
transmitting such notice by electronic means consented to by such stockholder,
not less than ten days nor more than sixty days before the date of the meeting;
provided that consent to any means of electronic transmission shall be deemed
revoked if two consecutive notices are returned as undeliverable.

         Section 4. Advance Notice of Stockholder Nominations and Proposals.
Subject to the rights of holders of any class or series of Preferred Stock,

            (a) nominations for the election of directors, and

            (b) business proposed to be brought before an annual meeting of
stockholders



Page 1 of 19
<PAGE>

         may be made only 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. Notwithstanding anything to the contrary, a stockholder may
nominate one or more persons for election as directors only at an annual meeting
or propose business to be brought before an annual meeting, or both, and only if
such stockholder has given timely notice in proper written form of his or her
intent to make such nomination or nominations or to propose such business. To be
timely, a stockholder's notice must be delivered to or mailed and received by
the Secretary of the corporation not less than sixty (60) days nor more than
ninety (90) days prior to the annual meeting; provided, however, that in the
event that less than seventy (70) days notice or prior public disclosure of the
date of the annual meeting is given or made to stockholders, notice by a
stockholder, to be timely, must be received no later than the close of business
on the tenth (10th) day following the date on which such notice of the date of
the annual meeting was made or such public disclosure was made, whichever first
occurs. To be in proper written form, a stockholder's notice to the Secretary
shall set forth:

                  (i) the name and address of the stockholder who intends to
         make the nominations or propose the business and, as the case may be,
         of the person or persons to be nominated or of the business to be
         proposed;

                  (ii) a representation that the stockholder is a holder of
         record of stock of the corporation entitled to vote at such meeting
         and, if applicable, intends to appear in person or by proxy at the
         meeting to nominate the person or persons specified in the notice;

                  (iii) if applicable, 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;

                  (iv) such other information regarding each nominee or each
         matter of business to be 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, or the matter been
         proposed, or intended to be proposed, by the Board of Directors, and
         such other information about the nominee as the Board of Directors
         deems appropriate, including, without limitation, the nominee's age,
         business and residence addresses, principal occupation and the class
         and number of shares of Common Stock beneficially owned by the nominee,
         or such other information about the business to be proposed and about
         the stockholder making such business proposal before the annual meeting
         as the Board of Directors deems appropriate, including, without
         limitation, the class and number of shares of Common Stock beneficially
         owned by such stockholder; and

                  (v) if applicable, the consent of each nominee to serve as
         director of the corporation if so elected.




Page 2 of 19
<PAGE>

                  The chairman of the meeting may refuse to acknowledge the
         nomination of any person or any proposal to transact any business not
         made in compliance with the foregoing procedure.

         Section 5. Special Meetings. Subject to the rights of holders of any
class or series of Preferred Stock, special meetings of stockholders may be
called only by the Chairman of the Board or President of the corporation or by
the Chairman of the Board, President or the Secretary at the request in writing
of a majority of the Board of Directors. Stockholders of the corporation are not
permitted to call a special meeting or to require that the Board call a special
meeting of stockholders unless authorized by the Board of Directors.

         Section 6. Notice of Special Meetings. Written or printed notice of a
special meeting of stockholders, stating the place, day and hour and purpose or
purposes thereof, shall be given to each stockholder entitled to vote thereat by
mailing or delivering such notice to the address of such stockholder as appears
on the books of the corporation or by transmitting such notice by electronic
means consented to by such stockholder, not less than ten days nor more than
sixty days before the date of the meeting; provided that consent to any means of
electronic transmission shall be deemed revoked if two consecutive notices are
returned as undeliverable.

         Section 7. Business at Special Meetings. The business permitted at any
special meeting of stockholders shall be limited to the business brought before
the meeting by or at the direction of the Board of Directors.

         Section 8. Stockholder List. At least ten days before each meeting of
stockholders, a complete list of the stockholders entitled to vote at such
meeting or any adjournment thereof, arranged in alphabetical order, with the
address of and the number of voting shares held by each, shall be prepared by
the Secretary. Such list shall be open to the examination of any stockholder,
for any purpose germane to the meeting, during ordinary business hours, for such
ten day period, 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. Such list shall also be
produced and kept open at the time and place of the meeting and shall be subject
to the inspection of any stockholder during the meeting.

         Section 9. Quorum. The holders of a majority of the votes attributed to
the shares of capital stock issued and outstanding and entitled to vote thereat,
represented in person or by proxy, shall constitute a quorum at all meetings of
the stockholders for the transaction of business except as otherwise provided by
statute, the certificate of incorporation or these bylaws. The stockholders
present may adjourn the meeting despite the absence of a quorum. When a meeting
is adjourned for less than thirty days in any one adjournment and a new record
date is not fixed for the adjourned meeting, it shall not be necessary to give
any notice of the adjourned meeting if the time and place to which the meeting
is adjourned are announced at the meeting at which the adjournment is taken,



Page 3 of 19

<PAGE>

and at the adjourned meeting any business may be transacted that might have been
transacted on the original date of the meeting. When a meeting is adjourned for
thirty days or more, or when after the adjournment a new record date is fixed
for the adjourned meeting, notice of the adjourned meeting shall be given as in
the case of an original meeting.

         Section 10. Majority Vote. When a quorum is present at any meeting, the
vote of the holders of a majority of the shares having voting power represented
in person or by proxy shall decide any question brought before such meeting,
unless the question is one upon which, by express provision of statute, the
certificate of incorporation or these bylaws, a different vote is required, in
which case such express provision shall govern and control the decision of such
question.

         Section 11. Proxies. (a) Each stockholder entitled to vote at a meeting
of stockholders or to express consent or dissent to corporate action in writing
without a meeting may authorize another person or persons to act for him by
proxy, but no such proxy shall be voted or acted upon after three years from its
date, unless the proxy provides for a longer period.

            (b) Without limiting the manner in which a stockholder may authorize
another person or persons to act for him as proxy pursuant to subsection (a) of
this Section 11, the following shall constitute a valid means by which a
stockholder may grant such authority:

                  (i) A stockholder may execute a writing authorizing another
         person or persons to act for him as proxy. Execution may be
         accomplished by the stockholder or his or its authorized officer,
         director, employee or agent signing such writing or causing his or her
         signature to be affixed to such writing by any reasonable means
         including, but not limited to, by facsimile signature.

                  (ii) A stockholder may authorize another person or persons to
         act for him as proxy by transmitting or authorizing the transmission of
         a telegram, cablegram, or other means of electronic transmission to the
         person who will be the holder of the proxy or to a proxy solicitation
         firm, proxy support service organization or like agent duly authorized
         by the person who will be the holder of the proxy to receive such
         transmission, provided that any such telegram, cablegram or other means
         of electronic transmission must either set forth or be submitted with
         information from which it can be determined that the telegram,
         cablegram or other electronic transmission was authorized by the
         stockholder. If it is determined that such telegrams, cablegrams or
         other electronic transmissions are valid, the inspectors or, if there
         are no inspectors, such other persons making that determination shall
         specify the information upon which they relied.

            (c) Any copy, facsimile telecommunication or other reliable
reproduction of the writing or transmission created pursuant to subsection (b)
of this Section 11 may be substituted or used in lieu of the original writing or
transmission for



Page 4 of 19

<PAGE>

any and all purposes for which the original writing or transmission could be
used, provided that such copy, facsimile telecommunication or other reproduction
shall be a complete reproduction of the entire original writing or transmission.

         Section 12. Voting. Unless otherwise provided by statute or the
certificate of incorporation, each stockholder shall have one vote for each
share of stock having voting power, registered in his name on the books of the
corporation.

         Section 13. Consent of Stockholders in Lieu of Meeting. Except as
otherwise provided in the resolutions of the Board of Directors designating any
series of Preferred Stock or otherwise authorized by the Board of Directors, any
action required or permitted to be taken by the stockholders of the corporation
must be effected at a duly called annual or special meeting of stockholders and
may not be effected by a consent in writing by any such stockholders.

         Section 14. Inspectors. (a) The corporation may, 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 chairman
of 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.

            (b) The inspectors shall (i) ascertain the number of shares
outstanding and the voting power of each, (ii) determine the shares represented
at a meeting and the validity of proxies and ballots, (iii) count all votes and
ballots, (iv) determine and retain for a reasonable period a record of the
disposition of any challenges made to any determination by the inspectors, and
(v) certify their determination of the number of shares represented at the
meeting, and their count of all votes and ballots. The inspectors may appoint or
retain other persons or entities to assist the inspectors in the performance of
the duties of the inspectors.

            (c) The date and time of the opening and the closing of the polls
for each matter upon which the stockholders will vote at a meeting shall be
announced at the meeting. No ballot, proxies or votes, nor any revocations
thereof or changes thereto, shall be accepted by the inspectors after the
closing of the polls unless the Delaware Court of Chancery, upon application by
a stockholder, shall determine otherwise.

            (d) In determining the validity and counting of proxies and ballots,
the inspectors shall be limited to an examination of the proxies, any envelopes
submitted with those proxies, any information provided in accordance with
Article II, Section 11(b)(ii), ballots and the regular books and records of the
corporation, except that the inspectors may consider other reliable information
for the limited purpose of reconciling proxies and ballots submitted by or on
behalf of banks, brokers, their nominees or similar persons that represent more
votes than the holder of a proxy is authorized by the record



Page 5 of 19

<PAGE>

owner to cast, or more votes than the stockholder holds of record. If the
inspectors consider other reliable information for the limited purpose permitted
herein, the inspectors at the time they make their certification pursuant to
subsection (b)(v) of this Section shall specify the precise information
considered by them including the person or persons from whom they obtained the
information, when the information was obtained, the means by which the
information was obtained and the basis for the inspector's belief that such
information is accurate and reliable.

                                   ARTICLE III

                               BOARD OF DIRECTORS

         Section 1. Powers. The business and affairs of the corporation shall be
managed by a Board of Directors. The Board may exercise all such powers of the
corporation and do all such lawful acts and things as are not by statute, by the
certificate of incorporation or these bylaws directed or required to be
exercised or done by the stockholders.

         Section 2. Number of Directors. The number of directors which shall
constitute the whole Board shall be fixed from time to time by resolution of the
Board of Directors, provided that such number shall not be less than one (1).

         Section 3. Election and Term. Except as provided in Section 4 of this
Article III, directors shall be elected at the annual meeting of the
stockholders, and each director shall be elected to serve until the next annual
meeting and until his successor shall have been elected and shall qualify, or
until his death, resignation, or removal from office. Directors need not be
stockholders of the corporation.

         Section 4. Vacancies and Newly Created Directorships. If the office of
any director or directors becomes vacant by reason of death, resignation,
retirement, disqualification, removal from office, or otherwise, or the number
of directors constituting the whole Board shall be increased, a majority of the
remaining or existing directors, though less than a quorum, may choose a
successor or successors, or the director or directors to fill the new
directorship or directorships, who shall hold office for the unexpired term in
respect to which such vacancy occurred or in the case of a new directorship or
directorships, until the next annual meeting of the stockholders.

         Section 5. Removal. The stockholders may remove a director either for
or without cause at any meeting of stockholders, provided notice of the
intention to act upon such matter shall have been given in the notice calling
such meeting.



Page 6 of 19

<PAGE>

         Section 6. Chairman of the Board. The Board of Directors may appoint
from among its members a Chairman of the Board of the corporation. The Chairman
of the Board shall preside when present at all meetings of the Board of
Directors and the stockholders. The Chairman shall exercise such other powers
and perform such other duties as shall be assigned to or required of him from
time to time by the Board of Directors or as may be prescribed by these bylaws.

                                   ARTICLE IV

                              MEETINGS OF THE BOARD

         Section 1. First Meeting. The first meeting of each newly elected Board
of Directors shall be held at the location of and immediately following the
annual meeting of stockholders, and no notice of such meeting shall be necessary
to the newly elected directors in order legally to constitute the meeting,
provided a quorum shall be present; or the Board may meet at such place and time
as shall be fixed by the consent in writing of all the directors. All meetings
of the Board of Directors may be held at such place, either within or without
the State of Delaware, as from time to time shall be determined by the Board of
Directors.

         Section 2. Regular Meetings. Regular meetings of the Board may be held
at such time and place and on such notice, if any, as shall be determined from
time to time by the Board.

         Section 3. Special Meetings. Special meetings of the Board may be
called by the President or the Chairman of the Board on twenty-four hours'
notice to each director, delivered either personally or by mail or by telegram
or telecopier. Special meetings shall be called by the President or the
Secretary in like manner and on like notice on the written request of one
director.

         Section 4. Quorum and Voting. At all meetings of the Board, a majority
of the directors at the time in office shall be necessary and sufficient to
constitute a quorum for the transaction of business; and the act of a majority
of the directors present at any meeting at which there is a quorum shall be the
act of the Board of Directors, except as may be otherwise specifically provided
by statute, the certificate of incorporation or these bylaws. If a quorum shall
not be present at any meeting of directors, the directors present thereat may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present.

         Section 5. Telephone Meetings. Directors may attend any meeting of the
Board or any committee thereof by conference telephone, radio, television or
similar means of communication by means of which all persons participating in
the meeting can hear each other, and all members so attending shall be deemed
present at the meeting for all purposes including the determination of whether a
quorum is present.



Page 7 of 19

<PAGE>

         Section 6. Action by Written Consent. Any action required or permitted
to be taken by the Board or any committee thereof, under the applicable
provisions of any statute, the certificate of incorporation, or these bylaws,
may be taken without a meeting if a consent in writing, setting forth the action
so taken, is signed by all the members of the Board or committee, as the case
may be.

                                    ARTICLE V

                                   COMMITTEES

         Section 1. Executive Committee. The Board of Directors, by resolution
adopted by a majority of the whole Board, may designate one or more directors to
constitute an Executive Committee, which Committee, to the extent provided in
such resolution, shall have and may exercise all of the authority of the Board
of Directors in the business and affairs of the corporation except where action
by the Board of Directors is expressly required by statute. The Executive
Committee shall keep regular minutes of its proceedings and report the same to
the Board when required.

         Section 2. Other Committees. The Board of Directors may similarly
create other committees for such terms and with such powers and duties as the
Board deems appropriate.

         Section 3. Committee Rules; Quorum. Each committee may adopt rules
governing the method of calling and time and place of holding its meetings.
Unless otherwise provided by the Board of Directors, a majority of any committee
shall constitute a quorum for the transaction of business, and the act of a
majority of the members of such committee present at a meeting at which a quorum
is present shall be the act of such committee.

                                   ARTICLE VI

                            COMPENSATION OF DIRECTORS

         The Board of Directors shall have authority to determine, from time to
time, the amount of compensation, if any, which shall be paid to its members for
their services as directors and as members of committees. The Board shall also
have power in its discretion to provide for and to pay to directors rendering
services to the corporation not ordinarily rendered by directors as such,
special compensation appropriate to the value of such services as determined by
the Board from time to time. Nothing herein contained shall be construed to
preclude any director from serving the corporation in any other capacity and
receiving compensation therefor.



Page 8 of 19

<PAGE>

                                   ARTICLE VII

                                     NOTICES

         Section 1. Methods of Notice. Whenever any notice is required to be
given to any stockholder, director or committee member under the provisions of
any statute, the certificate of incorporation or these bylaws, such notice shall
be delivered personally or shall be given in writing by mail addressed to such
stockholder, director or committee member at such address as appears on the
books of the corporation, and such notice shall be deemed to be given at the
time when the same shall be deposited in the United States mail with postage
thereon prepaid. Notice to directors and committee members may also be given by
telegram, which notice shall be deemed to be given at the time it is delivered
to the telegraph office, or by telecopy, which notice shall be deemed to be
given at the time it is transmitted or in person, which notice shall be deemed
to be given when received.

         Section 2. Waiver of Notice. Whenever any notice is required to be
given to any stockholder, director or committee member under the provisions of
any statute, the certificate of incorporation or these bylaws, a waiver thereof
in writing signed by the person or persons entitled to said notice, whether
before or after the time stated therein, shall be deemed equivalent to the
giving of such notice. Attendance at any meeting shall constitute a waiver of
notice thereof except as otherwise provided by statute.

                                  ARTICLE VIII

                                    OFFICERS

         Section 1. Executive Officers. The executive officers of the
corporation shall consist of at least a President and a Secretary, each of whom
shall be elected by the Board of Directors. The Board of Directors may also
elect as officers of the corporation one or more Vice Presidents, one or more of
whom may be designated Executive or Senior Vice Presidents and may also have
such descriptive titles as the Board shall deem appropriate, and a Treasurer.
Any two or more offices may be held by the same person.

         Section 2. Election and Qualification. The Board of Directors at its
first meeting after each annual meeting of stockholders shall elect the officers
of the corporation.

         Section 3. Other Officers and Agents. The Board may elect or appoint
Assistant Vice Presidents, Assistant Secretaries and Assistant Treasurers, and
such other officers and agents as it shall deem necessary, who shall hold their
offices for such terms and shall exercise such powers and perform such duties as
shall be determined from time to time by the Board of Directors.

         Section 4. Salaries. The salaries of all officers of the corporation
shall be fixed by the Board of Directors except as otherwise directed by the
Board.



Page 9 of 19

<PAGE>

         Section 5. Term, Removal and Vacancies. The officers of the corporation
shall hold office until their successors are chosen and qualify. Any officer or
agent of the corporation may be removed at any time by the affirmative vote of a
majority of the Board of Directors, or by the President. Any vacancy occurring
in any office of the corporation may be filled by the Board of Directors or
otherwise as provided in this Article VIII.

         Section 6. Execution of Instruments. The President (and such other
officers or persons as are authorized thereunto by resolution of the Board of
Directors) may execute in the name of the corporation bonds, notes, debentures
and other evidences of indebtedness, stock certificates, deeds, mortgages, deeds
of trust, indentures, contracts, leases, agreements and other instruments,
requiring a seal under the seal of the corporation, and may execute such
documents where not requiring a seal, except where such documents are required
by law to be otherwise signed and executed, and except where the signing and
execution thereof shall be exclusively delegated to some other officer or agent
of the corporation.

         Section 7. Duties of Officers. The duties and powers of the officers of
the corporation shall be as provided in these bylaws, or as provided for
pursuant to these bylaws, or (except to the extent inconsistent with these
bylaws or with any provision made pursuant hereto) shall be those customarily
exercised by corporate officers holding such offices.

         Section 8. President. The President shall advise and counsel the other
officers of the corporation and shall exercise such powers and perform such
duties as shall be assigned to or required of him from time to time by the Board
of Directors. Unless another officer has been elected Chief Executive Officer,
the President shall be the Chief Executive Officer of the corporation and shall,
subject to the control of the Board of Directors, have general supervision,
direction and control of the business and the officers of the corporation. The
President shall, in the absence or disability of the Chairman of the Board,
perform all the duties and have all the powers of the Chairman of the Board.

         Section 9. Vice Presidents. The Vice Presidents, in the order
determined by the Board of Directors, shall, in the absence or disability of the
President, perform the duties and exercise the powers of the President, and
shall perform such other duties as the Board of Directors or the President may
prescribe.

         Section 10. Secretary. The Secretary shall attend all meetings of the
Board of Directors and all meetings of the stockholders and record all votes and
the minutes of all proceedings in a book to be kept for that purpose and shall
perform like duties for the committees of the Board of Directors when required.
Except as may be otherwise provided in these bylaws, he shall give, or cause to
be given, notice of all meetings of the stockholders and special meetings of the
Board of Directors, and shall perform such other duties as may be prescribed by
the Board of Directors and the President. He shall keep in safe custody the seal
of the corporation, if any, and shall have authority to affix the same to any
instrument requiring it, and when so affixed it may be attested by his
signature.



Page 10 of 19

<PAGE>

The Board of Directors may give general authority to any other officer to affix
the seal of the corporation and to attest the affixing by his signature. In the
absence of the Treasurer and all Assistant Treasurers, the Secretary shall
perform all the duties and have all the powers of the Treasurer.

         Section 11. Assistant Secretaries. The Assistant Secretaries in the
order determined by the Board of Directors shall, in the absence or disability
of the Secretary, perform the duties and exercise the powers of the Secretary
and shall perform such other duties as the Board of Directors or the President
may prescribe. Assistant secretaries may be appointed by the President without
prior approval of the Board of Directors.

         Section 12. Treasurer. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the corporation and shall
deposit all monies and other valuable effects in the name and to the credit of
the corporation in such depositories as may be designated by the Board of
Directors. He shall disburse the funds of the corporation as may be ordered by
the Board, taking proper vouchers for such disbursements, and shall render to
the Board of Directors or the President, whenever any of them may require it, an
account of all of his transactions as Treasurer and of the financial condition
of the corporation.

         Section 13. Assistant Treasurers. The Assistant Treasurers in the order
determined by the Board of Directors shall, in the absence or disability of the
Treasurer, perform the duties and exercise the powers of the Treasurer and shall
perform such other duties as the Board of Directors or the President may
prescribe.

                                   ARTICLE IX

                             SHARES AND STOCKHOLDERS

         Section 1. Shares. The shares of the corporation shall be represented
by certificates or shall be uncertificated. Each registered holder of shares,
upon request to the corporation, shall be provided with a certificate of stock,
representing the number of shares owned by such holder. Absent a specific
request for such a certificate by the registered owner or transferee thereof,
all shares (other than shares with restrictions on transfer) shall be
uncertificated upon the original issuance thereof by the corporation or upon the
surrender of the certificate representing such shares to the corporation.

         Section 2. Certificates Representing Shares. The certificates for
shares of stock of the corporation shall be in such form, not inconsistent with
the certificate of incorporation, as shall be approved by the Board of
Directors. All certificates shall be signed by, or in the name of the
corporation by, the President or a Vice President and the Treasurer or an
Assistant Treasurer or the Secretary or an Assistant Secretary of the
corporation, certifying the number of shares owned by him in the corporation.
The signature of any such officer may be facsimile. In case any officer who has
signed or whose facsimile signature has been placed upon such certificate shall
have ceased to be



Page 11 of 19

<PAGE>

such officer before such certificate is issued, it may be issued by the
corporation with the same effect as if he were such officer at the date of its
issuance. If the corporation shall be authorized to issue more than one class of
stock or more than one series of any class, the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate which the corporation shall
issue to represent such class or series of stock, provided that, except as
otherwise provided in Section 202 of the General Corporation Law of the State of
Delaware, in lieu of the foregoing requirements, there may be set forth on the
face or back of the certificate which the corporation shall issue to represent
such class or series of stock a statement that the corporation will furnish
without charge to each stockholder who so requests the designations, preferences
and relative, participating, optional or other special rights of each class or
series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights.

         All certificates for shares of stock shall be consecutively numbered as
the same are issued. The name of the person owning the shares represented
thereby with the number of such shares and the date of issue thereof shall be
entered on the books of the corporation.

         Except as hereinafter provided, all certificates surrendered to the
corporation for transfer shall be canceled and no new certificates or
uncertificated shares shall be issued until former certificates for the same
number of shares have been surrendered and canceled.

         Section 3. Lost, Stolen or Destroyed Certificates. Whenever a person
owning a certificate for shares of stock of the corporation alleges that it has
been lost, stolen or destroyed, he shall file in the office of the corporation
an affidavit setting forth, to the best of his knowledge and belief, the time,
place and circumstances of the loss, theft, or destruction, and if required by
the Board of Directors or the transfer agent of the corporation, a bond in such
sum as it may direct as indemnity against any claim that may be made against the
corporation with respect to the certificate alleged to have been lost, stolen or
destroyed or the issuance of a new certificate in replacement therefor.
Thereupon the corporation may cause to be issued to such person uncertificated
shares or, if requested by such person, a new certificate in replacement for the
certificate alleged to have been lost, stolen or destroyed. Upon the stub of
every new certificate so issued shall be noted the fact of such issue and the
number, date and the name of the registered owner of the lost, stolen or
destroyed certificate in lieu of which the new certificate is issued.

         Section 4. Transfer of Shares. Subject to valid transfer restrictions
and to stop-transfer orders directed in good faith by the corporation to any
transfer agent to prevent possible violations of federal or state securities
laws, rules or regulations, or for any other lawful purpose, upon surrender to
the corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall be
the duty of the corporation to issue or cause to be issued uncertificated shares
or, if requested by the appropriate person, a new certificate to the person
entitled thereto,



Page 12 of 19

<PAGE>

cancel the old certificate and record the transaction upon its books. Upon
receipt of proper transfer instructions from the registered owner of
uncertificated shares, such uncertificated shares shall be canceled and issuance
or new equivalent uncertificated shares shall be made to the person entitled
thereto and the transaction shall be recorded upon the books of the corporation.

         Section 5. Fractional Shares. The Company by action of its Board of
Directors may, but shall not be obligated to, issue a certificate for a
fractional share, and, by action of the Board of Directors may issue in lieu of
such certificate scrip in registered or bearer form which shall entitle the
holder to receive a certificate for a full share upon the surrender of such
scrip aggregating a full share. A certificate for a fractional share shall, but
scrip shall not, unless otherwise provided, entitle the holder in proportion to
such holders fractional shares to exercise voting rights, to receive dividends,
and to participate in any of the assets of the corporation in the event of
liquidation. The Board of Directors may cause such scrip to be issued subject to
the condition that it shall become void if not exchanged for certificates
representing full shares before a specified date, or subject to the condition
that the shares for which such scrip is exchangeable may be sold by the
corporation and the proceeds distributed to the holders of such scrip, or
subject to any other conditions which the Board of Directors may deem advisable.

         Section 6. Regulations. The Board of Directors shall have power and
authority to make such rules and regulations as it may deem expedient concerning
the issue, transfer and registration of uncertificated shares or certificates
for shares of stock of the corporation.

         Section 7. Statements Relating to Uncertificated Securities. Within two
business days after an issuance, transfer, pledge or release from a pledge of
uncertificated shares has been registered, the corporation shall send to the
registered owner thereof and, if shares are or were subject to a registered
pledge, to the registered pledgee, a written notice, signed (if required by law)
in the same manner as a certificate for shares may be signed in accordance with
Section 2 of this Article IX, stating (a) that the Company shall furnish to such
person(s) upon request and without charge a full statement of the designation,
relative rights, preferences and limitations of the shares of each class of the
corporation's stock authorized to be issued and the designation, relative
rights, preferences and limitations of each series of Preferred Stock so far as
the same has been fixed and the authority of the Board of Directors to designate
and fix the relative rights, preferences and limitations of other series, (b)
that the corporation is formed under the laws of the State of Delaware, (c) the
number of shares and a description of the issue of which such shares are a part
including the class of shares, and the designation of the series, if any, which
have been issued, transferred, pledged or released from a pledge, as the case
may be, (d) the name, address and taxpayer identification number, if any, of the
person or persons to which such shares have been issued or transferred, and, in
the case of registration of a pledge or a release from a pledge, of the
registered owner and the registered pledgee whose interest is being granted or
released, (e) any liens or restrictions of the corporation, and any adverse
claims (i) which are embodied in a restraining order, injunction or other legal
process served upon the corporation at a time and in a manner



Page 13 of 19

<PAGE>

which afforded it a reasonable opportunity to act on it in accordance with
applicable law, (ii) of which the corporation has received written notification
from the registered owner or the registered pledgee at a time and in a manner
which afforded it a reasonable opportunity to act on it in accordance with
applicable law, (iii) to which the registration of transfer to the present
registered owner was subject and so noted in a statement sent to such person
under this paragraph, including restrictions on transfer not imposed by the
corporation and (iv) of which the corporation is charged with notice from a
controlling instrument which the corporation has elected to required as
assurance that a necessary endorsement or instruction is genuine and effective,
to which the shares are subject, or a statement that there are no such liens,
restrictions or adverse claims, and (f) the date the issuance, transfer, pledge
or release from a pledge, as the case may be, was registered. The corporation
shall maintain a printed copy of the most recent statement sent to a person with
respect to uncertificated shares pursuant to this paragraph.

         Within two business days after a transfer of uncertificated shares has
been registered, the corporation shall send to the former registered owner and
the former registered pledgee, if any, a written notice stating (a) the number
of shares and a description of the issue of which such shares are a part,
including the class of shares, and the designation of the series, if any, which
have been transferred, (b) the name, address and taxpayer identification number,
if any, of the former registered owner and of the former registered pledgee, if
any and (c) the date the transfer was registered.

         The corporation shall send to each registered holder and registered
pledgee of uncertificated shares, no less frequently than annually, and at any
time upon the reasonable written request of any such person, a dated written
notice stating (a) if such notice is to the registered owner, the number of
shares and a description of the issue of which such shares are a part, including
the class of shares and the designation of the series, if any, registered in the
name of such registered owner on the date of the statement, (b) the name,
address and taxpayer identification number, if any, of the registered owner, (c)
the name, address and taxpayer identification number, if any, of any registered
pledgee and the number of shares subject to the pledge, and (d) any liens or
restrictions of the corporation and any adverse claims (i) which are embodied in
a restraining order, injunction or other legal process served upon the
corporation at a time and in a manner which afforded it a reasonable opportunity
to act on it in accordance with applicable law, (ii) of which the corporation
has received written notification from the registered owner or the registered
pledgee at a time and in a manner which afforded it a reasonable opportunity to
act on it in accordance with applicable law, (iii) to which the registration of
transfer to the present registered owner was subject and so noted in a statement
sent to such person under this paragraph, including restrictions on transfer not
imposed by the corporation and (iv) of which the corporation is charged with
notice from a controlling instrument which the corporation has elected to
require as assurance that a necessary endorsement or instruction is genuine and
effective, to which the shares are subject, or a statement that there are no
such liens, restrictions or adverse claims.

         Each notice sent pursuant to this Section 7 shall bear a conspicuous
legend reading substantially as follows: "This statement is merely a record of
the rights of the



Page 14 of 19

<PAGE>

addressee as of the time of its issuance. Delivery of the statement, of itself,
confers no rights onto the recipient. This statement is neither a negotiable
instrument nor a security."

         Section 8.  Fixing Record Date.

         (a) In order that the corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, the Board of Directors may fix a record date, which record
date shall not precede the date upon which the resolution fixing the record date
is adopted by the Board of Directors, and which record date shall not be more
than sixty nor less than ten days before the date of such meeting.

         If no record date is fixed by the Board of Directors, the record date
for determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the
date on which notice is given, or, if notice is waived, at the close of business
on the date next preceding the day on which the meeting is held. A determination
of stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the Board of Directors may fix a new record date for the adjourned meeting.

         (b) In order that the corporation may determine the stockholders
entitled to consent to corporate action in writing without a meeting, the Board
of Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
Directors, and which date shall not be more than ten days after the date upon
which the resolution fixing the record date is adopted by the Board of
Directors. If no record date has been fixed by the Board of Directors, the
record date for determining stockholders entitled to consent to corporate action
in writing without a meeting, when no prior action by the Board of Directors is
required by this Section, shall be the first date on which a signed written
consent setting forth the action taken or proposed to be taken is delivered to
the corporation by delivery to its registered office in the State of Delaware,
its principal place of business, or an officer or agent of the corporation
having custody of the book in which proceedings of meetings of stockholders are
recorded. Delivery made to the corporation's registered office shall be by hand
or by certified or registered mail, return receipt requested. If no record date
has been fixed by the Board of Directors and prior action by the Board of
Directors is required by statute, the record date for determining stockholders
entitled to consent to corporate action in writing without a meeting shall be at
the close of business on the day on which the Board of Directors adopts the
resolution taking such prior action.

         (c) In order that the corporation may determine the stockholders
entitled to receive payment of any dividend or other distribution or allotment
of any rights or the stockholders entitled to receive any rights in respect of
any change, conversion or exchange of stock, or for the purpose of any other
lawful action, the Board of Directors may fix a record date, which record date
shall not precede the date upon which the



Page 15 of 19

<PAGE>

resolution fixing the record date is adopted, and which record date shall be not
more than sixty 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 of Directors adopts the
resolution relating thereto.

         Section 9. Registered Stockholders. The corporation shall be entitled
to recognize the exclusive right of a person registered on its books as the
owner of any share or shares to receive dividends, and to vote as such owner,
and for all other purposes as such owner; and the corporation shall not be bound
to recognize any equitable or other claim to or interest in such share or shares
on the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by the laws of the State of
Delaware.

                                    ARTICLE X

                                 INDEMNIFICATION

         (a) Each person who was or is made a party or is threatened to be made
a party to or is otherwise 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, or a person of whom he or she is the legal
representative, is or was a director or officer of the corporation or is or was
serving at the request of the corporation as a director or officer of another
corporation or of a partnership, joint venture, trust or other enterprise,
including service with respect to an employee benefit plan (hereinafter an
"indemnitee"), whether the basis of such proceeding is alleged action in an
official capacity as a director or officer or in any other capacity while
serving as a director or officer, shall be indemnified and held harmless by the
corporation to the fullest extent authorized by the Delaware General Corporation
Law, as the same exists or may hereafter be amended (but, in the case of any
such amendment, only to the extent that such amendment permits the corporation
to provide broader indemnification rights than permitted prior thereto), against
all expense, liability and loss (including, without limitation, attorneys' fees,
judgments, fines, excise taxes or penalties and amounts paid or to be paid in
settlement) incurred or suffered by such indemnitee in connection therewith and
such indemnification shall continue with respect to an indemnitee who has ceased
to be a director or officer and shall inure to the benefit of the indemnitee's
heirs, executors and administrators; provided, however, that, except as provided
in paragraph (b) of this Article X with respect to proceedings to enforce rights
to indemnification, the corporation shall indemnify any such indemnitee in
connection with a proceeding initiated by such indemnitee only if such
proceeding was authorized by the Board of Directors of the corporation. The
right to indemnification conferred in this Article X shall be a contract right
and shall include the right to be paid by the corporation the expenses incurred
in defending any such proceeding in advance of its final disposition
(hereinafter an "advancement of expenses"); provided, however, that, if the
Delaware General Corporation Law requires, an advancement of expenses incurred
by an indemnitee shall be made only upon delivery to the corporation of an
undertaking (hereinafter an "undertaking"), by or on behalf of such indemnitee,
to repay all amounts so advanced if it shall ultimately be determined by final
judicial decision from which there is no further right



Page 16 of 19

<PAGE>

to appeal (hereinafter a "final adjudication") that such indemnitee is not
entitled to be indemnified for such expenses under this Article X or otherwise.

         (b) If a claim under paragraph (a) of this Article X is not paid in
full by the corporation within sixty days after a written claim has been
received by the corporation (except in the case of a claim for an advancement of
expenses, in which case the applicable period shall be twenty days), the
indemnitee may at any time thereafter bring suit against the corporation to
recover the unpaid amount of the claim. If successful in whole or in part in any
such suit, the indemnitee shall also be entitled to be paid the expense of
prosecuting or defending such suit. In (i) any suit brought by the indemnitee to
enforce a right to indemnification hereunder (but not in a suit brought by the
indemnitee to enforce a right to an advancement of expenses) it shall be a
defense that, and (ii) in any suit by the corporation to recover an advancement
of expenses pursuant to the terms of an undertaking, the corporation shall be
entitled to recover such expenses upon a final adjudication that, the indemnitee
has not met the applicable standard of conduct set forth in the Delaware General
Corporation Law. 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 suit that indemnification of the
indemnitee is proper in the circumstances because the indemnitee has met the
applicable standard of conduct set forth in the Delaware General Corporation
Law, nor an actual determination by the corporation (including its Board of
Directors, independent legal counsel, or its stockholders) that the indemnitee
has not met such applicable standard of conduct, shall create a presumption that
the indemnitee has not met the applicable standard of conduct or, in the case of
such a suit brought by the indemnitee, be a defense to such suit. In any suit
brought by the indemnitee to enforce a right to indemnification or to an
advancement of expenses hereunder or by the corporation to recover an
advancement of expenses pursuant to the terms of an undertaking, the burden of
proving that the indemnitee is not entitled under this Article X or otherwise to
be indemnified, or to such advancement of expenses, shall be on the corporation.

         (c) The rights to indemnification and to the advancement of expenses
conferred in this Article X shall not be exclusive of any other right which any
person may have or hereafter acquire under the certificate of incorporation or
any bylaw of the corporation, agreement, vote of stockholders or disinterested
directors or otherwise.

         (d) The corporation may maintain insurance, at its expense, to protect
itself and any indemnitee against any expense, liability or loss, whether or not
the corporation would have the power to indemnify such person against such
expense, liability or loss under the Delaware General Corporation Law.

         (e) The corporation may, to the extent authorized from time to time by
the Board of Directors, grant rights to indemnification and to the advancement
of expenses to any employee or agent of the corporation to the fullest extent of
the provisions of this Article X or as otherwise permitted under the Delaware
General Corporation Law with respect to the indemnification and advancement of
expenses of directors and officers of the corporation.



Page 17 of 19

<PAGE>

                                   ARTICLE XI

                                     GENERAL

         Section 1. Dividends. Dividends upon the capital stock of the
corporation, subject to the provisions of the certificate of incorporation, if
any, or of the resolutions, if any, providing for any series of stock, may be
declared by the Board of Directors at any meeting thereof, or by the Executive
Committee at any meeting thereof. Dividends may be paid in cash, in property or
in shares of the capital stock of the corporation, subject to the provisions of
the certificate of incorporation or of the resolutions, if any, providing for
any series of stock.

         Section 2. Reserves. Before payment of any dividend, there may be set
aside out of any funds of the corporation available for dividends such sum or
sums as the Board of Directors from time to time, in its absolute discretion,
deems proper as a reserve fund to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the corporation, or
for such other purpose or purposes as the Board of Directors shall think
conducive to the interests of the corporation, and the Board of Directors may
modify or abolish any such reserve in the manner in which it was created.

         Section 3. Shares of Other Corporations. Each of the President and any
Vice President is authorized to vote, represent and exercise on behalf of the
corporation all rights incident to any and all shares of any other corporation
or other entity standing in the name of the corporation. The authority herein
granted to said officer may be exercised either by said officer in person or by
any person authorized so to do by proxy or power of attorney duly executed by
said officer. Notwithstanding the above, however, the Board of Directors, in its
discretion, may designate by resolution any additional person to vote or
represent said shares of other corporations and other entities.

         Section 4. Checks. All checks, drafts, bills of exchange or demands for
money of the corporation shall be signed by such officer or officers or such
other person or persons as the Board of Directors may from time to time
designate.

         Section 5. Corporate Records. The corporation shall keep at its
registered office or principal place of business, or at the office of its
transfer agent or registrar, a record of its stockholders giving the names and
addresses of all stockholders and the number and class and series, if any, of
shares held by each. All other books and records of the corporation may be kept
at such place or places within or without the State of Delaware as the Board of
Directors may from time to time determine.

         Section 6. Fiscal Year. The fiscal year of the corporation shall be
fixed by the Board of Directors; if not so fixed, it shall be the calendar year.




Page 18 of 19

<PAGE>

                                   ARTICLE XII

                                   AMENDMENTS

In furtherance, and not in limitation of the powers conferred by statute, the
Board of Directors is expressly authorized to make, alter, amend, change, add to
or repeal the bylaws of the corporation and shall have the right (which, to the
extent exercised, shall be exclusive) to establish the rights, powers, duties,
rules and procedures that from time to time shall govern the Board of Directors
and each of its members, including, without limitation, the vote required for
any action by the Board of Directors, and that from time to time shall affect
the directors' powers to manage the business and affairs of the corporation,
provided that such bylaws are not inconsistent with the General Corporation Law
of the State of Delaware or the certificate of incorporation, as amended, and
such bylaws related to the business of the corporation, the conduct of its
affairs, and its rights or powers or the rights or powers of its stockholders,
directors, officers or employees. In addition, the bylaws of the corporation may
not be adopted, repealed, altered, amended or rescinded by the holders of stock
of the corporation except by the affirmative vote of eighty percent (80%) of the
outstanding stock of the corporation entitled to vote generally in the election
of directors, voting as a single class, provided that such bylaws are not
inconsistent with the General Corporation Law of the State of Delaware or the
certificate of incorporation, and such bylaws relate to the business of the
corporation, the conduct of its affairs, and its rights or powers, or the rights
or powers of its stockholders, directors, officers or employees. In addition to
the powers and authority herein before or by statute expressly conferred upon
them, the directors are hereby empowered to exercise all such powers and do all
such acts and things as may be exercised or done by the corporation, subject, to
the provisions of the General Corporation Law of the State of Delaware, the
certificate of incorporation, and any bylaws adopted by the stockholders;
provided, however, that no bylaws hereafter adopted by the stockholders shall
invalidate any prior act of the directors that would have been valid if such
bylaws had not been adopted.

If any Bylaw regulating an impending election of directors is made, altered,
amended, changed, added or repealed by the Board of Directors, there shall be
set forth in the notice of the next meeting of stockholders for the election of
directors the Bylaw so made, altered, amended, changed or repealed, together
with a concise statement of the changes made.



Page 19 of 19