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                                                                     EXHIBIT 3.2

                                     BY-LAWS
                                       OF
                             SPACELABS MEDICAL, INC.




                              AMENDED AND RESTATED
                                   MAY 2, 2000







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                                    CONTENTS

<TABLE>
<S>                                                                                          <C>

SECTION 1.  OFFICES

SECTION 2.  STOCKHOLDERS ....................................................................   1
        2.1     Annual Meeting ..............................................................   1
        2.2     Special Meetings ............................................................   1
        2.3     Place of Meeting ............................................................   1
        2.4     Notice of Meeting ...........................................................   1
        2.5     Business for Stockholders' Meetings .........................................   2
                    2.5.1        Business at Annual Meetings ................................   2
                    2.5.2        Business at Special Meetings ...............................   3
                    2.5.3        Notice to Corporation ......................................   3
        2.6     Waiver of Notice ............................................................   3
                    2.6.1.       Waiver in Writing ..........................................   3
                    2.6.2        Waiver by Attendance .......................................   3
        2.7     Fixing of Record Date for Determining Stockholders ..........................   3
                    2.7.1        Meetings ...................................................   3
                    2.7.2        Consent to Corporate Action Without a Meeting ..............   4
                    2.7.3        Dividends, Distributions and Other Rights ..................   4
        2.8     Voting List .................................................................   4
        2.9     Quorum ......................................................................   5
        2.10    Manner of Acting ............................................................   5
        2.11    Proxies .....................................................................   5
                    2.11.1       Appointment ................................................   5
                    2.11.2       Delivery to Corporation; Duration ..........................   6
        2.12    Voting of Shares ............................................................   6
        2.13    Voting for Directors ........................................................   6
        2.14    Action by Stockholders Without a Meeting ....................................   6
        2.15    Inspectors of Election ......................................................   6
                    2.15.1       Appointment ................................................   6
                    2.15.2       Duties .....................................................   7
SECTION 3.  BOARD OF DIRECTORS ..............................................................   7
        3.1     General Powers ..............................................................   7
        3.2     Number, Tenure and Qualifications ...........................................   7
                    3.2.1        Number .....................................................   7
                    3.2.2        Tenure .....................................................   7
                    3.2.3        Qualifications .............................................   8
        3.3     Nomination and Election. ....................................................   8
                    3.3.1        Nomination .................................................   8
                    3.3.2        Election ...................................................   9
        3.4     Annual and Regular Meetings .................................................   9
        3.5     Special Meetings ............................................................   9
        3.6     Meetings by Telephone .......................................................   9
        3.7     Notice of Special Meetings ..................................................   9
                    3.7.1        Personal Delivery ..........................................  10
                    3.7.2        Delivery by Mail ...........................................  10
                    3.7.3        Delivery by Private Carrier ................................  10
                    3.7.4        Facsimile Notice ...........................................  10
                    3.7.5        Delivery by Telegraph ......................................  10
                    3.7.6        Oral Notice ................................................  10
        3.8     Waiver of Notice ............................................................  10
                    3.8.1        In Writing .................................................  10
                    3.8.2        By Attendance ..............................................  10
        3.9     Quorum ......................................................................  11
        3.10    Manner of Acting ............................................................  11
        3.11    Presumption of Assent .......................................................  11
        3.12    Action by Board or Committees Without a Meeting .............................  11
</TABLE>


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<TABLE>
<S>                                                                                          <C>
        3.13    Resignation .................................................................  11
        3.14    Removal .....................................................................  11
        3.15    Vacancies ...................................................................  12
        3.16    Executive and Other Committees ..............................................  12
                    3.16.1       Creation and Authority of Committees .......................  12
                    3.16.2       Minutes of Meetings ........................................  12
                    3.16.3       Quorum and Manner of Acting ................................  12
                    3.16.4       Resignation ................................................  13
                    3.16.5       Removal ....................................................  13
                    3.16.6       Audit Committee ............................................  13
                    3.16.7       Compensation Committee .....................................  13
        3.17    Compensation ................................................................  13
SECTION 4.      OFFICERS ....................................................................  14
        4.1     Number ......................................................................  14
        4.2     Election and Term of Office .................................................  14
        4.3     Resignation .................................................................  14
        4.4     Removal .....................................................................  14
        4.5     Vacancies ...................................................................  14
        4.6     Chairman of the Board .......................................................  14
        4.7     President ...................................................................  15
        4.8     Vice President ..............................................................  15
        4.9     Secretary ...................................................................  15
        4.10    Treasurer ...................................................................  15
SECTION 5.      CONTRACTS, LOANS, CHECKS AND DEPOSITS .......................................  15
        5.1     Contracts ...................................................................  15
        5.2     Loans to the Corporation ....................................................  16
        5.3     Checks, Drafts, Etc. ........................................................  16
        5.4     Deposits ....................................................................  16
SECTION 6.      CERTIFICATES FOR SHARES AND THEIR TRANSFER ..................................  16
        6.1     Issuance of Shares ..........................................................  16
        6.2     Certificates for Shares .....................................................  16
        6.3     Stock Records ...............................................................  16
        6.4     Transfer of Shares ..........................................................  17
        6.5     Lost or Destroyed Certificates ..............................................  17
SECTION 7.      BOOKS AND RECORDS ...........................................................  17
SECTION 8.      ACCOUNTING YEAR .............................................................  17
SECTION 9.      SEAL ........................................................................  17
SECTION 10.     INDEMNIFICATION .............................................................  17
        10.1    Right to Indemnification ....................................................  17
        10.2    Insurance, Contracts and Funding ............................................  18
        10.3    Indemnification: Not Exclusive Right ........................................  18
        10.4    Advancement of Expenses: Procedures: Presumptions and Effect of
                   Certain Proceedings; Remedies ............................................  18
        10.5    Indemnification of Employees and Agents of the Corporation ..................  21
        10.6    Persons Serving Other Entities ..............................................  21
        10.7    Definitions .................................................................  21
        10.8    Severability ................................................................  22
SECTION 11.     AMENDMENTS ..................................................................  22
</TABLE>

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                                     BY-LAWS
                                       OF
                             SPACELABS MEDICAL, INC.


SECTION 1.  OFFICES

The principal office of the corporation shall be located at its principal place
of business or such other place as the Board of Directors (the "Board") may
designate. The corporation may have such other offices, either within or without
the State of Delaware, as the Board may designate or as the business of the
corporation may require from time to time.

SECTION 2. STOCKHOLDERS

2.1 ANNUAL MEETING

The annual meeting of the stockholders shall be held the first Tuesday in May in
each year at the principal office of the corporation or such other place
designated by the Board for the purpose of electing Directors and transacting
such other business as may properly come before the meeting. If the day fixed
for the annual meeting is a legal holiday at the place of the meeting, the
meeting shall be held on the next succeeding business day. If the annual meeting
is not held on the date designated therefor, the Board shall cause the meeting
to be held as soon thereafter or before such date as may be convenient.

2.2 SPECIAL MEETINGS

The Chairman of the Board, the President, the Board or the holders of not less
than two-thirds of all the outstanding shares of the corporation entitled to
vote at the meeting may call special meetings of the stockholders for any
purpose.

2.3 PLACE OF MEETING

All meetings of stockholders shall be held at the principal office of the
corporation or at such other place within or without the State of Delaware
designated by the Board, by any persons entitled to call a meeting hereunder or
in a waiver of notice signed by all of the stockholders entitled to notice of
the meeting.

2.4 NOTICE OF MEETING

The Chairman of the Board, the President, the Secretary, the Board, or
stockholders calling an annual or special meeting of stockholders as provided
for herein, shall cause to be delivered to each stockholder entitled to notice
of or to vote at the meeting either personally or by mail, not less than ten nor
more than sixty days before the meeting, written notice stating the place, day
and hour of the meeting and,


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in the case of a special meeting, the purpose or purposes for which the meeting
is called. At any time, upon written request of the holders of not less than the
number of outstanding shares of the corporation specified in subsection 2.2
hereof and entitled to vote at the meeting, it shall be the duty of the
Secretary to give notice of a special meeting of stockholders to be held on such
date and at such place and hour as the Secretary may fix, not less than thirty
nor more than sixty days after receipt of said request, and if the Secretary
shall neglect or refuse to issue such notice, the person making the request may
do so and may fix the date for such meeting. Except as otherwise expressly
required by law, notice of any adjourned meeting of the stockholders need not be
given. If such notice is mailed, it shall be deemed delivered when deposited in
the official government mail properly addressed to the stockholder at such
stockholder's address as it appears on the stock transfer books of the
corporation with postage prepaid. If the notice is telegraphed, it shall be
deemed delivered when the content of the telegram is delivered to the telegraph
company. Notice given in any other manner shall be deemed delivered when
dispatched to the stockholder's address, telephone number or other number
appearing on the stock transfer records of the corporation.

2.5 BUSINESS FOR STOCKHOLDER'S MEETINGS

2.5.1 BUSINESS AT ANNUAL MEETINGS

        (a) No business may be transacted at an annual meeting of stockholders,
other than business that is either (i) specified in the notice of the meeting
(or any supplement thereto) given by or at the direction of the Board (or any
duly authorized committee thereof), (ii) otherwise properly brought before the
annual meeting by or at the direction of the Board (or any duly authorized
committee thereof) or (iii) otherwise properly brought before the annual meeting
by any stockholder of the Corporation (A) who is a stockholder of record on the
date of the giving of the notice provided for in this Section 2.5.1 and on the
record date for the determination of stockholders entitled to vote at such
annual meeting and (B) who complies with the notice procedures set forth in this
Section 2.5.1.

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

        (c) To be timely, a stockholder's notice to the Secretary must be
delivered to or mailed and received at the principal executive offices of the
Corporation not less than one hundred twenty (120) days nor more than one
hundred fifty (150) days prior to the anniversary of the mailing date of the
Corporation's proxy materials for the immediately preceding annual meeting of
stockholders; provided, however that in the event that the annual meeting is
called for a date that is not within thirty (30) days before or after the
anniversary date of such meeting, notice by the stockholder in order to be
timely must be so received not later than the close of business on the tenth
(10th) day following the day on which notice of the date of the annual meeting
was mailed to stockholders or public disclosure of the date of the annual
meeting was made, whichever first occurs.

        (d) To be in proper written form, a stockholder's notice to the
Secretary must set forth as to each matter such stockholder proposes to bring
before the annual meeting (i) the name and record address of such stockholder,
(ii) the class or series and number of shares of capital stock of the
Corporation which are owned beneficially or of record by such stockholder, (iii)
a description of all arrangements or understandings between such stockholder and
any other person or persons (including


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their names) in connection with the proposal of such business by such
stockholder and any material interest of such stockholder in such business, (iv)
a brief description of the business desired to be brought before the annual
meeting and the reasons for conducting such business at the annual meeting and
(v) a representation that such stockholder intends to appear in person or by
proxy at the annual meeting to bring such business before the meeting.

        (e) Once business has been properly brought before the annual meeting in
accordance with such procedures, nothing in this Section 2.5.1 shall be deemed
to preclude discussion by any stockholder of any such business. If the chairman
of an annual meeting determines that business was not properly brought before
the annual meeting in accordance with the foregoing procedures, the Chairman
shall declare to the meeting that the business was not properly brought before
the meeting and such business shall not be transacted.

2.5.2 BUSINESS AT SPECIAL MEETINGS

At any special meeting of the stockholders, only such business as is specified
in the notice of such special meeting given by or at the direction of the person
or persons calling such meeting, in accordance with subsection 2.4 hereof, shall
come before such meeting.

2.5.3 NOTICE TO CORPORATION

Any written notice required to be delivered by a stockholder to the corporation
pursuant to subsection 2.4, subsection 2.5.1 or subsection 2.5.2 hereof must be
given, either by personal delivery or by registered or certified mail, postage
prepaid, to the Secretary at the corporation's executive offices in the City of
Redmond, State of Washington.

2.6 WAIVER OF NOTICE

2.6.1. WAIVER IN WRITING

Whenever any notice is required to be given to any stockholder under the
provisions of these By-laws, the Certificate of Incorporation or the General
Corporation Law of the State of Delaware, as now or hereafter amended (the
"DGCL"), 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.

2.6.2 WAIVER BY ATTENDANCE

The attendance of a stockholder at a meeting shall constitute a waiver of notice
of such meeting, except when a stockholder attends a meeting for the express
purpose of objecting, at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened.

2.7 FIXING OF RECORD DATE FOR DETERMINING STOCKHOLDERS

2.7.1 MEETINGS

For the purpose of determining stockholders entitled to notice of and to vote at
any meeting of stockholders or any adjournment thereof, the Board may fix a
record date, which record date shall not precede the date upon which the
resolution fixing the


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record date is adopted by the Board, and which record date shall not be more
than sixty (or the maximum number permitted by applicable law) nor less than ten
days before the date of such meeting. If no record date is fixed by the Board,
the record date for determining stockholders entitled to notice of and to vote
at a meeting of stockholders shall be at the close of business on the day next
preceding the day on which notice is given, or, if notice is waived, at the
close of business on the day next preceding the day on which the meeting is
held. A determination of stockholders of record entitled to notice of and to
vote at the meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board may fix a new record date for the
adjourned meeting.

2.7.2 CONSENT TO CORPORATE ACTION WITHOUT A MEETING

For the purpose of determining stockholders entitled to consent to corporate
action in writing without a meeting, the Board 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, and which date shall not be more than ten
(or the maximum number permitted by applicable law) days after the date upon
which the resolution fixing the record date is adopted by the Board. If no
record date has been fixed by the Board, the record date for determining
stockholders entitled to consent to corporate action in writing without a
meeting, when no prior action by the Board is required by Chapter 1 of the DGCL,
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
a 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
and prior action by the Board is required by Chapter 1 of the DGCL, 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 adopts the resolution taking such prior action.

2.7.3 DIVIDENDS, DISTRIBUTIONS AND OTHER RIGHTS

For the purpose of determining stockholders entitled to receive payment of any
dividend or other distribution or allotment of any rights or the stockholders
entitled to exercise any rights in respect of any change, conversion or exchange
of stock, or for the purpose of any other lawful action, the Board may fix a
record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted, and which record date shall be not
more than sixty (or the maximum number permitted by applicable law) days prior
to such action. If no record date is fixed, the record date for determining
stockholders for any such purpose shall be at the close of business on the day
on which the Board adopts the resolution relating thereto.

2.8 VOTING 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, shall
be made, arranged in alphabetical order, with the address of and number of
shares held by each stockholder. This list shall be open to examination by any
stockholder, for any purpose germane to the meeting, during ordinary business
hours, for a period of 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. This list shall also be


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produced and kept at such meeting for inspection by any stockholder who is
present.

2.9 QUORUM

One-half of the outstanding shares of the corporation entitled to vote, present
in person or represented by proxy at the meeting, shall constitute a quorum at a
meeting of the stockholders; provided, that where a separate vote by a class or
classes is required, one-half of the outstanding shares of such class or
classes, present in person or represented by proxy at the meeting, shall
constitute a quorum entitled to take action with respect to that vote on that
matter. In the absence of a quorum, a majority of the shares so represented may
adjourn the meeting from time to time without further notice. If a quorum is
present or represented at a reconvened meeting following such an adjournment,
any business may be transacted that might have been transacted at the meeting as
originally called. The stockholders present at a duly organized meeting may
continue to transact business until adjournment, notwithstanding the withdrawal
of enough stockholders to leave less than a quorum.

2.10 MANNER OF ACTING

In all matters other than the election of Directors, if a quorum is present, the
affirmative vote of the majority of the outstanding shares present in person or
represented by proxy at the meeting and entitled to vote on the subject matter
shall be the act of the stockholders, unless the vote of a greater number is
required by these By-laws, the Certificate of Incorporation or the DGCL. Where a
separate vote by a class or classes is required, if a quorum of such class or
classes is present, the affirmative vote of the majority of outstanding shares
of such class or classes present in person or represented by proxy at the
meeting shall be the act of such class or classes. Directors shall be elected by
a plurality of the votes of the shares present in person or represented by proxy
at the meeting and entitled to vote on the election of Directors.

2.11 PROXIES

2.11.1 APPOINTMENT

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 such stockholder by proxy. Such
authorization may be accomplished by (a) the stockholder or such stockholder's
authorized officer, director, employee or agent executing a writing or causing
his or her signature to be affixed to such writing by any reasonable means,
including facsimile signature or (b) by transmitting or authorizing the
transmission of a telegram, cablegram or other means of electronic transmission
to the intended holder of the proxy or to a proxy solicitation firm, proxy
support service or similar agent duly authorized by the intended proxy holder to
receive such transmission; provided, that any such telegram, cablegram or other
electronic transmission must either set forth or be accompanied by information
from which it can be determined that the telegram, cablegram or other electronic
transmission was authorized by the stockholder. Any copy, facsimile
telecommunication or other reliable reproduction of the writing or transmission
by which a stockholder has authorized another person to act as proxy for such
stockholder may be substituted or used in lieu of the original writing or
transmission for 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.


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2.11.2 DELIVERY TO CORPORATION; DURATION

A proxy shall be filed with the Secretary before or at the time of the meeting
or the delivery to the corporation of the consent to corporate action in
writing. A proxy shall become invalid three years after the date of its
execution unless otherwise provided in the proxy. A proxy with respect to a
specified meeting shall entitle the holder thereof to vote at any reconvened
meeting following adjournment of such meeting but shall not be valid after the
final adjournment thereof. The attendance at any meeting of a stockholder who
may theretofore have given a proxy shall not have the effect of revoking the
same unless he shall in writing so notify the Secretary of the meeting prior to
the voting of the proxy.

2.12 VOTING OF SHARES

Each outstanding share entitled to vote with respect to the subject matter of an
issue submitted to a meeting of stockholders shall be entitled to one vote upon
each such issue.

2.13 VOTING FOR DIRECTORS

Each stockholder entitled to vote at an election of Directors may vote, in
person or by proxy, the number of shares owned by such stockholder for as many
persons as there are Directors to be elected and for whose election such
stockholder has a right to vote.

2.14 ACTION BY STOCKHOLDERS WITHOUT A MEETING

Any action which could be taken at any annual or special meeting of stockholders
may be taken without a meeting, without prior notice and without a vote, if a
consent or consents in writing, setting forth the action so taken, shall (a) be
signed by all stockholders entitled to vote with respect to the subject matter
thereof (as determined in accordance with subsection 2.6.2 hereof) and (b) be
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 records of proceedings of meetings of
stockholders. Delivery made to the corporation's registered office shall be by
hand or by certified mail or registered mail, return receipt requested. Every
written consent shall bear the date of signature of each stockholder who signs
the consent and no written consent shall be effective to take the corporate
action referred to therein unless written consents signed by all stockholders
entitled to vote with respect to the subject matter thereof are delivered to the
corporation, in the manner required by this Section, within sixty days of the
earliest dated consent delivered to the corporation in the manner required by
this Section. The validity of any consent executed by a proxy for a stockholder
pursuant to a telegram, cablegram or other means of electronic transmission
transmitted to such proxy holder by or upon the authorization of the stockholder
shall be determined by or at the direction of the Secretary. A written record of
the information upon which the person making such determination relied shall be
made and kept in the records of the proceedings of the stockholders. Any such
consent shall be inserted in the minute book as if it were the minutes of a
meeting of the stockholders.

2.15 INSPECTORS OF ELECTION

2.15.1 APPOINTMENT

In advance of any meeting of stockholders, the Board shall appoint one or more
persons to


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act as inspectors of election at such meeting and to make a written report
thereof. The Board may designate one or more persons to serve as alternate
inspectors to serve in place of any inspector who is unable or fails to act. If
no inspector or alternate is able to act at a meeting of stockholders, the
chairman of such meeting shall appoint one or more persons to act as inspector
of elections at such meeting.

2.15.2 DUTIES

The inspectors shall:

(a)     ascertain the number of shares of the corporation outstanding and the
        voting power of each such share;

(b)     determine the shares represented at the meeting and the validity of
        proxies and ballots;

(c)     count all votes and ballots;

(d)     determine and retain for a reasonable period of time a record of the
        disposition of any challenges made to any determination by them; and

(e)     certify their determination of the number of shares represented at the
        meeting and their count of the votes and ballots.

The validity of any proxy or ballot shall be determined by the inspectors of
election in accordance with the applicable provisions of the General Corporation
Law of Delaware as then in effect. In determining the validity of any proxy
transmitted by telegram, cablegram or other electronic transmission, the
inspectors shall record in writing the information upon which they relied in
making such determination. Each inspector of elections shall, before entering
upon the discharge of his or her duties, take and sign an oath to faithfully
execute the duties of inspector with strict impartiality and according to the
best of his or her ability. The inspectors of election may appoint or retain
other persons or entities to assist them in the performance of their duties.

SECTION 3. BOARD OF DIRECTORS

3.1 GENERAL POWERS

The business and affairs of the corporation shall be managed by the Board.

3.2 NUMBER, TENURE AND QUALIFICATIONS

3.2.1 NUMBER

The Board shall be composed of not less than six nor more than nine Directors,
the specific number to be set by resolution of the Board, but by a vote of a
majority of the entire Board, the number thereof may be increased without limit,
or decreased to not less than one, by amendment of this Section 3.2, but no
decrease in the number of Directors shall have the effect of shortening the term
of any incumbent Director.

3.2.2 TENURE

Unless a Director dies, resigns, or is removed, he or she shall hold office
until the next annual meeting of stockholders or until his or her successor is
elected, whichever is later.

3.2.3 QUALIFICATIONS


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Directors need not be stockholders of the corporation or residents of the State
of Delaware. No person shall be eligible for election or reelection as a
Director of the corporation if he or she has attained the age of 71 years.

3.3 NOMINATION AND ELECTION.

3.3.1 NOMINATION

        (a) Only persons who are nominated in accordance with the procedures in
this Section 3.3.1 shall be eligible for election as Directors of the
Corporation. Nominations of persons for election to the Board may be made at any
annual meeting of stockholders (i) by or at the direction of the Board (or any
duly authorized committee thereof) or (ii) by any stockholder of the Corporation
(A) who is a stockholder of record on the date of the giving of the notice
provided for in this Section 3.3.1 and on the record date for the determination
of stockholders entitled to vote at such annual meeting and (B) who complies
with the notice procedures set forth in this Section 3.3.1.

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

        (c) To be timely, a stockholder's notice to the Secretary must be
delivered to or mailed and received at the principal executive offices of the
Corporation (i) with respect to an election to be held at an annual meeting of
the stockholders, not less than one hundred twenty (120) days nor more than one
hundred fifty (150) days prior to the anniversary of the mailing date of the
Corporation's proxy materials for the immediately preceding annual meeting of
stockholders; provided, however, that in the event that the annual meeting is
called for a date that is not within thirty (30) days before or after the
anniversary date of such meeting, notice by the stockholder in order to be
timely must be so received not later than the close of business on the tenth
(10th) day following the day on which notice of the date of the annual meeting
was mailed to stockholders or public disclosure of the date of the annual
meeting was made, whichever first occurs and (ii) with respect to an election to
be held at a special meeting of the stockholders for the election of Directors,
the close of business on the seventh business day following the date on which
notice of such meeting is first given to stockholders.

        (d) To be in proper written form, a stockholder's notice to the
Secretary must be set forth: (i) as to each person whom the stockholder proposes
to nominate for election as a director (A) the name, age, business address and
residence address of such person, (B) the principal occupation or employment of
such person, (C) the class or series and number of shares of capital stock of
the Corporation which are owned beneficially or of the record by such person
that would be required to be disclosed in a proxy statement or other filings
required to be made in connection with solicitations of proxies for election of
Directors pursuant to Section 14 of the Securities Exchange Act of 1934, as
amended ("Exchange Act") and the rules and regulations promulgated thereunder;
and (ii) as to the stockholder giving notice (A) the name and record address of
such stockholder, (B) the class or series and number of shares of capital stock
of the Corporation which are owned beneficially or of record by such
stockholder, (C) a description of all arrangements or understandings between
such stockholder and each proposed nominee and any other person or persons
(including their names) pursuant to which the nomination(s) are to


                                       15
<PAGE>   12

be made by such stockholder, (D) a representation that such stockholder intends
to appear in person or by proxy at the annual meeting to nominate the persons
named in its notice and (E) any other information relating to such stockholder
that would be required to be disclosed in a proxy statement or other filings
required to be made in connection with solicitations of proxies for election of
Directors pursuant to Section 14 of the Exchange Act and the rules and
regulations promulgated thereunder. Such notice must be accompanied by a written
consent of each proposed nominee to being named as a nominee and to serve as
director if elected.

        (e) If the chairman of the annual or special meeting, as the case may
be, determines that a nomination was not made in accordance with the foregoing
procedures, the chairman shall declare to the meeting that the nomination was
defective and such defective nomination shall be disregarded.

3.3.2 ELECTION

At each election of Directors the persons receiving the greatest number of
votes, up to the number of Directors to be elected, shall be the Directors.

3.4 ANNUAL AND REGULAR MEETINGS

An annual Board meeting shall be held without notice immediately after and at
the same place as the annual meeting of stockholders. The Board or any committee
designated by the Board may from time to time specify the time and place either
within or without the State of Delaware for holding regular meetings thereof.
Notice of regular meetings need not be given.

3.5 SPECIAL MEETINGS

Special meetings of the Board or any committee appointed by the Board may be
called by or at the request of the Chairman of the Board, the President, the
Secretary or, in the case of special Board meetings, any three (3) Directors
and, in the case of any special meeting of any committee appointed by the Board,
by the Chairman thereof. The person or persons authorized to call special
meetings may fix any place either within or without the State of Delaware as the
place for holding any special meeting called by them.

3.6 MEETINGS BY TELEPHONE

Members of the Board or any committee designated by the 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 participating in the
meeting can hear each other. Participation by such means shall constitute
presence in person at a meeting.

3.7 NOTICE OF SPECIAL MEETINGS

Notice of a special Board or committee meeting stating the place, day and hour
of the meeting shall be given to a Director in writing or orally by telephone or
in person. Neither the business to be transacted at, nor the purpose of, any
special meeting need be specified in the notice of such meeting.

3.7.1 PERSONAL DELIVERY



                                       16
<PAGE>   13

If notice is given by personal delivery, the notice shall be effective if
delivered to a Director at least one day before the meeting.

3.7.2 DELIVERY BY MAIL

If notice is delivered by mail, the notice shall be deemed effective if
deposited in the official government mail properly addressed to a Director at
his or her address shown on the records of the corporation with postage prepaid
at least five days before the meeting.

3.7.3 DELIVERY BY PRIVATE CARRIER

If notice is given by private carrier, the notice shall be deemed effective when
dispatched to a Director at his or her address shown on the records of the
corporation at least two days before the meeting.

3.7.4 FACSIMILE NOTICE

If notice is delivered by wire or wireless equipment which transmits a facsimile
of the notice, the notice shall be deemed effective when dispatched at least one
day before the meeting to a Director at his or her telephone number or other
number appearing on the records of the corporation.

3.7.5 DELIVERY BY TELEGRAPH

If notice is delivered by telegraph, the notice shall be deemed effective if the
content thereof is delivered to the telegraph company at least one day before
the meeting for delivery to a Director at his or her address shown on the
records of the corporation.

3.7.6 ORAL NOTICE

If notice is delivered orally, by telephone or in person, the notice shall be
deemed effective if personally given to the Director at least one day before the
meeting.

3.8 WAIVER OF NOTICE

3.8.1 IN WRITING

Whenever any notice is required to be given to any Director under the provisions
of these By-laws, the Certificate of Incorporation or the DGCL, 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. Neither the business to be transacted at, nor the purpose
of, any regular or special meeting of the Board or any committee appointed by
the Board need be specified in the waiver of notice of such meeting.

3.8.2 BY ATTENDANCE

The attendance of a Director at a Board or committee meeting shall constitute a
waiver of notice of such meeting, except when 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.


                                       17
<PAGE>   14

3.9 QUORUM

A majority of the total number of Directors fixed by or in the manner provided
in these By-laws or, if vacancies exist on the Board, a majority of the total
number of Directors then serving on the Board, provided, however, that such
number may be not less than one-third of the total number of Directors fixed by
or in the manner provided in these By-laws, shall constitute a quorum for the
transaction of business at any Board meeting. If less than a majority are
present at a meeting, a majority of the Directors present may adjourn the
meeting from time to time without further notice.

3.10 MANNER OF ACTING

The act of the majority of the Directors present at a Board or committee meeting
at which there is a quorum shall be the act of the Board or committee, unless
the vote of a greater number is required by these By-laws, the Certificate of
Incorporation or the DGCL.

3.11 PRESUMPTION OF ASSENT

A Director of the corporation present at a Board or committee meeting at which
action on any corporate matter is taken shall be presumed to have assented to
the action taken unless his or her dissent is entered in the minutes of the
meeting, or unless such Director files a written dissent to such action with the
person acting as the secretary of the meeting before the adjournment thereof, or
forwards such dissent by registered mail to the Secretary of the corporation
immediately after the adjournment of the meeting. A Director who voted in favor
of such action may not dissent.

3.12 ACTION BY BOARD OR COMMITTEES WITHOUT A MEETING

Any action which could be taken at a meeting of the Board or of any committee
appointed by the Board may be taken without a meeting if a written consent
setting forth the action so taken is signed by each of the Directors or by each
committee member. Any such written consent shall be inserted in the minute book
as if it were the minutes of a Board or a committee meeting.

3.13 RESIGNATION

Any Director may resign at any time by delivering written notice to the Chairman
of the Board, the President or the Secretary. Any such resignation shall take
effect at the time specified therein, or if the time is not specified, upon
delivery thereof and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.

3.14 REMOVAL

At a meeting of stockholders called expressly for that purpose, one or more
members of the Board (including the entire Board) may be removed, with or
without cause, by a vote of the holders of a majority of the shares then
entitled to vote on the election of Directors.

3.15 VACANCIES

Any vacancy occurring on the Board may be filled by the affirmative vote of a
majority of the


                                       18
<PAGE>   15

remaining Directors though less than a quorum of the Board. A Director elected
to fill a vacancy shall be elected for the unexpired term of his or her
predecessor in office. Any directorship to be filled by reason of an increase in
the number of Directors may be filled by the Board for the unexpired term.

3.16 EXECUTIVE AND OTHER COMMITTEES

3.16.1 CREATION AND AUTHORITY OF COMMITTEES

The Board may, by resolution passed by a majority of the number of Directors
fixed by or in the manner provided in these By-laws, appoint standing or
temporary committees, including an Executive Committee, each committee to
consist of two or more Directors of the corporation. The Board may designate two
or more Directors as alternate members of any committee, who may replace any
absent or disqualified member at any meeting of the committee. In the absence or
disqualification of a member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not such
member or members constitute a quorum, may unanimously appoint another member of
the Board to act at the meeting in the place of any such absent or disqualified
member. Any such committee, to the extent provided in the resolution of the
Board establishing such committee or as otherwise provided in these By-laws,
shall have and may exercise all the powers and authority of the Board 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 require it; but no
such committee shall have the power or authority in reference to (a) amending
the Certificate of Incorporation (except that a committee may, to the extent
authorized in the resolution or resolutions providing for the issuance of shares
of stock adopted by the Board as provided in Section 151(a) of the DGCL, fix the
designations, preferences or rights of such shares to the extent permitted under
Section 141 of the DGCL), (b) adopting an agreement of merger or consolidation
under Sections 251 or 252 of the DGCL, (c) recommending to the stockholders the
sale, lease or exchange or other disposition of all or substantially all of the
property and assets of the corporation, (d) recommending to the stockholders a
dissolution of the corporation or a revocation of a dissolution, or (e) amending
these By-laws; and, unless expressly provided by resolution of the Board, 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 DGCL.

3.16.2 MINUTES OF MEETINGS

All committees so appointed shall keep regular minutes of their meetings and
shall cause them to be recorded in books kept for that purpose.

3.16.3 QUORUM AND MANNER OF ACTING

A majority of the number of Directors composing any committee of the Board, as
established and fixed by resolution of the Board, shall constitute a quorum for
the transaction of business at any meeting of such committee but, if less than a
majority are present at a meeting, a majority of such Directors present may
adjourn the meeting from time to time without further notice. The act of a
majority of the members of a committee present at a meeting at which a quorum is
present shall be the act of such committee.

3.16.4 RESIGNATION


                                       19
<PAGE>   16

Any member of any committee may resign at any time by delivering written notice
thereof to the Chairman of the Board, the President, the Secretary, the Board or
the Chairman of such committee. Any such resignation shall take effect at the
time specified therein, or if the time is not specified, upon delivery thereof
and, unless otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective.

3.16.5 REMOVAL

The Board may remove from office any member of any committee elected or
appointed by it or by an Executive Committee, but only by the affirmative vote
of not less than a majority of the number of Directors fixed by or in the manner
provided in these By-laws.

3.16.6 AUDIT COMMITTEE

In addition to any committees appointed pursuant to this subsection 3.16, there
shall be an Audit Committee, appointed annually by the Board, consisting of at
least two Directors who are not members of management. It shall be the
responsibility of the Audit Committee to review the scope and results of the
annual independent audit of books and records of the corporation, to review the
accounting principles, policies and practices of the corporation and to
discharge such other responsibilities as may from time to time be assigned to it
by the Board. The Audit Committee shall meet at such times and places as the
members deem advisable, and shall make such recommendations to the Board as they
consider appropriate.

3.16.7 COMPENSATION COMMITTEE

The Board may, in its discretion, designate a Compensation Committee consisting
of not less than two Directors as it may from time to time determine. The duties
of the Compensation Committee shall consist of the following: (a) to establish
and review periodically, but not less than annually, the compensation of the
officers of the corporation and to make recommendations concerning such
compensation to the Board; (b) to create, adopt or amend any pension,
profit-sharing or savings plan or program of the corporation, or any long-term
executive compensation plan or program or similar program or plan of the
corporation; (c) to carry out the duties assigned to the Compensation Committee
under any stock option plan or other plan approved by the corporation; (d) to
consult with the President concerning any compensation matters deemed
appropriate by the President or the Compensation Committee; and (e) to perform
such other duties as shall be assigned to the Compensation Committee by the
Board.

3.17 COMPENSATION

By Board resolution, Directors and committee members may be paid their expenses,
if any, of attendance at each Board or committee meeting, or a fixed sum for
attendance at each Board or committee meeting, or a stated salary as Director or
a committee member, or a combination of the foregoing. No such payment shall
preclude any Director or committee member from serving the corporation in any
other capacity and receiving compensation therefor.

SECTION 4. OFFICERS

4.1 NUMBER


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<PAGE>   17

The officers of the corporation shall be a President and a Secretary, each of
whom shall be elected by the Board. One or more Vice Presidents (including
Executive and Senior Vice Presidents), a Treasurer and such other officers and
assistant officers, including a Chairman of the Board, may be elected or
appointed by the Board, such officers and assistant officers to hold office for
such period, have such authority and perform such duties as are provided in
these By-laws or as may be provided by resolution of the Board. Any officer may
be assigned by the Board any additional title that the Board deems appropriate.
The Board may delegate to any officer or agent the power to appoint any such
subordinate officers or agents and to prescribe their respective terms of
office, authority and duties. Any two or more offices may be held by the same
person.

4.2 ELECTION AND TERM OF OFFICE

The officers of the corporation shall be elected annually by the Board at the
Board meeting held after the annual meeting of the stockholders. If the election
of officers is not held at such meeting, such election shall be held as soon
thereafter as a Board meeting conveniently may be held. Unless an officer dies,
resigns or is removed from office, he or she shall hold office until the next
annual meeting of the Board or until his or her successor is elected.

4.3 RESIGNATION

Any officer may resign at any time by delivering written notice to the Chairman
of the Board, the President, a Vice President, the Secretary or the Board. Any
such resignation shall take effect at the time specified therein, or if the time
is not specified, upon delivery thereof and, unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make it effective.

4.4 REMOVAL

Any officer or agent elected or appointed by the Board may be removed by the
Board with or without cause, but such removal shall be without prejudice to the
contract rights, if any, of the person so removed.

4.5 VACANCIES

A vacancy in any office because of death, resignation, removal,
disqualification, creation of a new office or any other cause may be filled by
the Board for the unexpired portion of the term, or for a new term established
by the Board.

4.6 CHAIRMAN OF THE BOARD

The Chairman of the Board shall be the chief executive officer of the
corporation unless some other officer is so designated by the Board, shall
preside over meetings of the Board and stockholders and shall supervise and
control all of the assets, business and affairs of the corporation and shall
have the direction of all other officers, employees and agents. The Chairman of
the Board may sign, with the Secretary or an Assistant Secretary or with the
Treasurer or an Assistant Treasurer, certificates for shares of the corporation,
deeds, mortgages, bonds, contracts or other instruments, except when the signing
and execution thereof have been expressly delegated by the Board or by these
By-laws to some other officer or agent of the corporation or are required by law
to be otherwise signed or executed by some other


                                       21
<PAGE>   18

officer or in some other manner. In general, the Chairman of the Board shall
perform all duties incident to the office of the chief executive officer of a
corporation and such other duties as are prescribed by the Board from time to
time. The Chairman of the Board may delegate such duties to the other officers
of the corporation as he deems appropriate.

4.7 PRESIDENT

The President shall be the chief operating officer of the corporation unless
some other officer is so designated by the Board. The President may sign, with
the Secretary or any Assistant Secretary or with the Treasurer or an Assistant
Treasurer, certificates for shares of the corporation. The President shall have,
to the extent authorized by the Chairman of the Board or the Board, the same
powers as the Chairman of the Board to sign deeds, mortgages, bonds, contracts
or other instruments. The President shall perform such other duties as from time
to time may be assigned to him or her by the Chairman of the Board or by the
Board.

4.8 VICE PRESIDENT

Any Vice President may sign, with the Secretary or any Assistant Secretary or
with the Treasurer or any Assistant Treasurer, certificates for shares of the
corporation. Vice Presidents shall perform such other duties as from time to
time may be assigned to them by the Chairman of the Board, the President or the
Board.

4.9 SECRETARY

The Secretary shall be responsible for preparation of minutes of meetings of the
Board and stockholders, maintenance of the corporation's records and stock
registers, and authentication of the corporation's records and shall in general
perform all duties incident to the office of Secretary and such other duties as
from time to time may be assigned to him or her by the President or by the
Board. In the absence of the Secretary, an Assistant Secretary may perform the
duties of the Secretary.

4.10 TREASURER

The Treasurer, if one is elected, shall have charge and custody of and be
responsible for all funds and securities of the corporation.


SECTION 5. CONTRACTS, LOANS, CHECKS AND DEPOSITS

5.1 CONTRACTS

The Board may authorize any officer or officers, employee or employees, or agent
or agents, to enter into any contract or execute and deliver any instrument in
the name of and on behalf of the corporation and may authorize such officers,
employees and agents to delegate such power (including power to redelegate) by
written instrument to other officers, employees or agents of the corporation.
Such authority may be general or confined to specific instances.

5.2 LOANS TO THE CORPORATION


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<PAGE>   19

No loans shall be contracted on behalf of the corporation and no evidences of
indebtedness shall be issued in its name unless authorized by a resolution of
the Board. Such authority may be general or confined to specific instances.

5.3 CHECKS, DRAFTS, ETC.

All checks, drafts or other orders for the payment of money, notes or other
evidences of indebtedness issued in the name of the corporation shall be signed
by such officer or officers, or agent or agents, of the corporation and in such
manner as is from time to time determined by resolution of the Board.

5.4 DEPOSITS

All funds of the corporation not otherwise employed shall be deposited from time
to time to the credit of the corporation in such banks, trust companies or other
depositories as the Board may select.

SECTION 6. CERTIFICATES FOR SHARES AND THEIR TRANSFER

6.1 ISSUANCE OF SHARES

No shares of the corporation shall be issued unless authorized by the Board,
which authorization shall include the maximum number of shares to be issued and
the consideration to be received for each share.

6.2 CERTIFICATES FOR SHARES

Certificates representing shares of the corporation shall be signed by the
Chairman of the Board or a Vice Chairman of the Board, if any, or the President
or a Vice President and by the Treasurer or an Assistant Treasurer or the
Secretary or an Assistant Secretary, any of whose signatures may be a facsimile.
The Board may in its discretion appoint responsible banks or trust companies
from time to time to act as transfer agents and registrars of the stock of the
corporation; and, when such appointments shall have been made, no stock
certificate shall be valid until countersigned by one of such transfer agents
and registered by one of such registrars. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent or registrar
before such certificate is issued, it may be issued by the corporation with the
same effect as if such person was such officer, transfer agent or registrar at
the date of issue. All certificates shall include on their face written notice
of any restrictions which may be imposed on the transferability of such shares
and shall be consecutively numbered or otherwise identified.

6.3 STOCK RECORDS

The stock transfer books shall be kept at the registered office or principal
place of business of the corporation or at the office of the corporation's
transfer agent or registrar. The name and address of each person to whom
certificates for shares are issued, together with the class and number of shares
represented by each such certificate and the date of issue thereof, shall be
entered on the stock transfer books of the corporation. The person in whose name
shares stand on the books of the corporation shall be deemed by the corporation
to be the owner thereof for all purposes.


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<PAGE>   20

6.4 TRANSFER OF SHARES

The transfer of shares of the corporation shall be made only on the stock
transfer books of the corporation pursuant to authorization or document of
transfer made by the holder of record thereof or by his or her legal
representative, who shall furnish proper evidence of authority to transfer, or
by his or her attorney-in-fact authorized by power of attorney duly executed and
filed with the Secretary of the corporation. All certificates surrendered to the
corporation for transfer shall be cancelled and no new certificate shall be
issued until the former certificates for a like number of shares shall have been
surrendered and cancelled.

6.5 LOST OR DESTROYED CERTIFICATES

In the case of a lost, destroyed or mutilated certificate, a new certificate may
be issued therefor upon such terms and indemnity to the corporation as the Board
may prescribe.

SECTION 7. BOOKS AND RECORDS

The corporation shall keep correct and complete books and records of account,
stock transfer books, minutes of the proceedings of its stockholders and Board
and such other records as may be necessary or advisable.

SECTION 8. ACCOUNTING YEAR

The accounting year of the corporation shall end each year on December 31,
provided that if, at any time, a different accounting year is at any time
selected for purposes of federal income tax purposes, the accounting year, for
tax purposes, shall be the year so selected.

SECTION 9. SEAL

The seal of the corporation, if any, shall consist of the name of the
corporation, the state of its incorporation and the year of its incorporation.

SECTION 10. INDEMNIFICATION

10.1 RIGHT TO INDEMNIFICATION

The corporation shall to the fullest extent permitted by applicable law, as the
same exists or may hereafter be enacted, adopted or amended (but, in the case of
any such enactment, adoption or amendment, only to the extent that such
enactment, adoption or amendment permits the corporation to provide broader
indemnification rights than permitted prior thereto) indemnify any person (the
"indemnitee") who was or is involved in any manner (including, without
limitation, as a party or a witness) or is threatened to be made so involved in
any threatened, pending or completed investigation, claim, action, suit or
proceeding, whether civil, criminal, administrative or investigative (including
without limitation, any action, suit or proceeding by or in the right of the
corporation to procure a judgment in its favor) (a "Proceeding") by reason of
the fact that he 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 or employee or agent of another corporation, partnership,
joint venture, trust or other enterprise (including, without limitation, any
employee benefit plan), whether the basis of such proceeding is alleged action
in an official capacity as such a Director, officer, employee or agent or in any
other capacity while serving as such a Director, officer,


                                       24
<PAGE>   21

employee or agent, against all expenses (including attorneys' fees),
liabilities, losses, judgments, fines, ERISA excise taxes or penalties and
amounts paid in settlement actually and reasonably incurred or suffered by him
in connection with such Proceeding. Such indemnification shall be a contract
right and shall include the right to receive payment in advance of any expenses
incurred by the indemnitee in connection with such Proceeding, consistent with
the provisions of applicable law as then in effect.

10.2 INSURANCE, CONTRACTS AND FUNDING

The corporation may purchase and maintain insurance to protect itself and any
indemnitee against any expenses, liabilities, losses, judgments, fines and
amounts paid in settlement as specified in subsection 10.1 of this Section 10 or
incurred by any indemnitee in connection with any Proceeding referred to in
subsection 10.1 of this Section 10, whether or not the corporation would have
the power to indemnify such person against such expenses, liabilities or losses
under applicable law as then in effect. The corporation may enter into contracts
with any director, officer, employee or agent of the corporation in furtherance
of the provisions of this Section 10 and may create a trust fund, grant a
security interest or use other means (including, without limitation, a letter of
credit) to ensure the payment of such amounts as may be necessary to effect
indemnification as provided in this Section 10.

10.3 INDEMNIFICATION; NOT EXCLUSIVE RIGHT

The right of indemnification and to the advancement of expenses provided in this
Section 10 shall not be exclusive of any other rights which any person may have
or hereafter acquire under any statute, agreement, vote of stockholders or
disinterested Directors, provisions of the Certificate of Incorporation or
By-laws of the corporation or otherwise, and the provisions of this Section 10
shall inure to the benefit of the heirs, executors, administrators and legal
representatives of any person entitled to indemnity under this Section 10 and
shall be applicable to Proceedings commenced or continuing after the adoption of
this Section 10, whether arising from acts or omissions occurring before or
after such adoption. Notwithstanding any amendment to or repeal of this Section
10, any indemnitee shall be entitled to indemnification in accordance with the
provisions hereof with respect to any acts or omissions of such indemnitee
occurring prior to such amendment or repeal.

10.4 ADVANCEMENT OF EXPENSES; PROCEDURES; PRESUMPTIONS AND EFFECT OF CERTAIN
     PROCEEDINGS; REMEDIES

In furtherance, but not in limitation of the foregoing provisions, the following
procedures, presumptions and remedies shall apply with respect to advancement of
expenses and the right to indemnification under this Section 10:

All reasonable expenses incurred by or on behalf of the indemnitee in connection
with any Proceeding shall be advanced to the indemnitee by the corporation
within 20 days after the receipt by the corporation of a statement or statements
from the indemnitee requesting such advance or advances from time to time,
whether prior to or after final disposition of such Proceeding. Such statement
or statements shall reasonably evidence the expenses incurred by the indemnitee
and, if required by law at the time of such advance, shall include or be
accompanied by an undertaking by or on behalf of the indemnitee to repay the
amounts advanced if it should ultimately be determined that the indemnitee is
not entitled to be indemnified against such expenses pursuant to this Section
10.

To obtain indemnification under this Section 10, an indemnitee shall submit to
the Secretary


                                       25
<PAGE>   22

of the corporation a written request, including such documentation and
information as is reasonably available to the indemnitee and reasonably
necessary to determine whether and to what extent the indemnitee is entitled to
indemnification (the "Supporting Documentation"). The determination of the
indemnitee's entitlement to indemnification shall be made not later than sixty
days after receipt by the corporation of the written request for indemnification
together with the Supporting Documentation. The Secretary of the corporation
shall, promptly upon receipt of such a request for indemnification, advise the
Board in writing that the indemnitee has requested indemnification. The
indemnitee's entitlement to indemnification under this Section 10 shall be
determined in one of the following ways: (a) by a majority vote of the
Disinterested Directors (as hereinafter defined), if they constitute a quorum of
the Board; (b) by a written opinion of Independent Counsel (as hereinafter
defined) if (x) a Change in Control (as hereinafter defined) shall have occurred
and the indemnitee so requests or (y) a quorum of the Board consisting of
Disinterested Directors is not obtainable or, even if obtainable, a majority of
such Disinterested Directors so directs; (c) by the stockholders of the
corporation (but only if a majority of the Disinterested Directors, if they
constitute a quorum of the Board, presents the issue of entitlement to
indemnification to the stockholders for their determination); or (d) as provided
in this subsection 10.4.

In the event the determination of entitlement to indemnification is to be made
by Independent Counsel pursuant to this subsection 10.4, a majority of the
Disinterested Directors shall select the Independent Counsel, but only an
Independent Counsel to which the indemnitee does not reasonably object;
provided, however, that if a Change in Control shall have occurred, the
indemnitee shall select such Independent Counsel, but only an Independent
Counsel to which the Board does not reasonably object. Except as otherwise
expressly provided in this Section 10, the indemnitee shall be presumed to be
entitled to indemnification under this Section 10 upon submission of a request
for indemnification together with the Supporting Documentation in accordance
with this subsection 10.4, and thereafter the corporation shall have the burden
of proof to overcome that presumption in reaching a contrary determination. In
any event, if the person or persons empowered under this subsection 10.4 to
determine entitlement to indemnification shall not have been appointed or shall
not have made a determination within 60 days after receipt by the corporation of
the request therefor, together with the Supporting Documentation, the indemnitee
shall be deemed to be entitled to indemnification and the indemnitee shall be
entitled to such indemnification unless (a) the indemnitee misrepresented or
failed to disclose a material fact in making the request for indemnification or
in the Supporting Documentation or (b) such indemnification is prohibited by
law. The termination of any proceeding described in subsection 10.1 hereof, or
of any claim, issue or matter therein, by judgment, order, settlement or
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, adversely affect the right of the indemnitee to indemnification or
create a presumption that the indemnitee did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation or, with respect to any criminal Proceeding, that
the indemnitee had reasonable cause to believe that his conduct was unlawful.

In the event that a determination is made pursuant to this subsection 10.4 that
the indemnitee is not entitled to indemnification under this Section 10, (a) the
indemnitee shall be entitled to seek an adjudication of his entitlement to such
indemnification either, at the indemnitee's sole option, in (x) an appropriate
court of the State of Delaware or any other court of competent jurisdiction or
(y) an arbitration to be conducted by a single arbitrator pursuant to the rules
of the American Arbitration Association; (b) any such judicial proceeding or
arbitration shall be de novo and the indemnitee shall not be prejudiced by
reason of such adverse determination; and (c) in any such judicial proceeding or
arbitration,


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the corporation shall have the burden of proving that the indemnitee is not
entitled to indemnification under this Section 10. Neither the failure of the
corporation (including its Board, Independent 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 nor an actual
determination by the corporation (including its Board, Independent Counsel or
its stockholders) that the indemnitee is not entitled to indemnification shall
be a defense to the suit or create a presumption that the indemnitee is not so
entitled.

If a determination shall have been made or deemed to have been made, pursuant to
this Section 10, that the indemnitee is entitled to indemnification, the
corporation shall be obligated to pay the amounts constituting such
indemnification within five days after such determination has been made or
deemed to have been made and shall be conclusively bound by such determination
unless (a) the indemnitee misrepresented or failed to disclose a material fact
in making the request for indemnification or in the Supporting Documentation or
(b) such indemnification is prohibited by law. In the event that (c) advancement
of expenses is not timely made pursuant to this Section 10 or (d) payment of
indemnification is not made within five days after a determination of
entitlement to indemnification has been made or deemed to have been made
pursuant to this Section 10, the indemnitee shall be entitled to seek judicial
enforcement of the corporation's obligation to pay to the indemnitee such
advancement of expenses or indemnification. Notwithstanding the foregoing, the
corporation may bring an action, in an appropriate court in the State of
Delaware or any other court of competent jurisdiction, contesting the right of
the indemnitee to receive indemnification hereunder due to the occurrence of an
event described in subclause (a) or (b) of this paragraph (a "Disqualifying
Event"); provided, however, that in any such action the corporation shall have
the burden of proving the occurrence of such Disqualifying Event.

The corporation shall be precluded from asserting in any judicial proceeding or
arbitration commenced pursuant to this Section 10 that the procedures and
presumptions of this Section 10 are not valid, binding and enforceable and shall
stipulate in any such court or before any such arbitrator that the corporation
is bound by all the provisions of this Section 10.

In the event that the indemnitee, pursuant to this Section 10, seeks a judicial
adjudication of or an award in arbitration to enforce his rights under, or to
recover damages for breach of, this Section 10, the indemnitee shall be entitled
to recover from the corporation, and shall be indemnified by the corporation
against, any expenses actually and reasonably incurred by him if the indemnitee
prevails in such judicial adjudication or arbitration. If it shall be determined
in such judicial adjudication or arbitration that the indemnitee is entitled to
receive part but not all of the indemnification or advancement of expenses
sought, the expenses incurred by the indemnitee in connection with such judicial
adjudication or arbitration shall be prorated accordingly.

10.5 INDEMNIFICATION OF EMPLOYEES AND AGENTS OF THE CORPORATION

The corporation may, by action of the Board, grant rights to indemnification and
advancement of expenses to employees or agents or groups of employees or agents
of the corporation with the same scope and effect as the provisions of this
Section 10 with respect to the indemnification and advancement of expenses of
Directors and officers of the corporation; provided, however, that an
undertaking shall be made by an employee or agent only if required by the Board.


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10.6 PERSONS SERVING OTHER ENTITIES

Without limiting any other provision of this Section 10, any person who is or
was a Director, officer or employee of the corporation who is or was serving as
a Director, officer or employee of another corporation of which a majority of
the shares entitled to vote in the election of its Directors is held by the
corporation shall be deemed to be so serving at the request of the corporation
and entitled to indemnification and advancement of expenses under subsection
10.1 hereof.

10.7 DEFINITIONS

"Change of Control" means a change in control of the corporation of a nature
that would be required to be reported in response to Item 6(e) of Schedule 14A
of Regulation 14A promulgated under the Securities Exchange Act of 1934 (the
"Act"), whether or not the corporation is then subject to such reporting
requirement; provided that, without limitation, such a change in control shall
be deemed to have occurred if (a) any "person" (as such term is used in Sections
13(d) and 14(d) of the Act) is or becomes the "beneficial owner" (as defined in
Rule 13d-3 under the Act), directly or indirectly, of securities of the
corporation representing 20% or more of the combined voting power of the
corporation's then outstanding securities without the prior approval of at least
two-thirds of the members of the Board in office immediately prior to such
acquisition; (b) the corporation is a party to a merger, consolidation, sale of
assets or other reorganization, or a proxy contest, as a consequence of which
members of the Board in office immediately prior to such transaction or event
constitute less than a majority of the Board thereafter; or (c) during any
period of two consecutive years, individuals who at the beginning of such period
constituted the Board (including for this purpose any new director whose
election or nomination for election by the corporation's stockholders was
approved by a vote of at least two-thirds of the directors then still in office
who were directors at the beginning of such period) cease for any reason to
constitute at least a majority of the Board.

"Disinterested Director" means a director of the corporation who is not or was
not a party to the proceeding in respect of which indemnification is sought by
the indemnitee.

"Independent Counsel" means a law firm or a member of a law firm that neither
presently is, nor in the past five years has been, retained to represent (i) the
corporation or the indemnitee in any matter material to either such party or
(ii) any other party to the proceeding giving rise to a claim for
indemnification under this Section 10. Notwithstanding the foregoing, the term
"Independent Counsel" shall not include any person who, under applicable
standards of professional conduct then prevailing under the law of the State of
Delaware, would have a conflict of interest in representing either the
corporation or the indemnitee in an action to determine the indemnitee's rights
under this Section 10.

10.8 SEVERABILITY

If any provision or provisions of this Section 10 shall be held to be invalid,
illegal or unenforceable for any reason whatsoever: (a) the validity, legality
and enforceability of the remaining provisions of this Section 10 (including,
without limitation, all portions of any paragraph of this Section 10 containing
any such provision held to be invalid, illegal or unenforceable, that are not
themselves 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 Section 10 (including, without limitation, all portions of any paragraph of
this Section 10 containing any such provision held to be invalid, illegal or
unenforceable, that are not


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themselves 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 11. AMENDMENTS

These By-laws may be amended or repealed and new By-laws may be adopted by the
Board. The affirmative vote of the holders of at least sixty-six and two-thirds
percent (66 2/3%) of the combined voting power of all the shares of all classes
of capital stock of the corporation then entitled to vote generally in the
election of directors shall be required to amend, repeal or adopt any provision
in these By-laws including this Section 11. All By-laws made by the Board may be
amended or repealed by the stockholders.

The foregoing By-laws were adopted by the Board of Directors on October 29, 1993
and amended on July 22, 1994, February 17, 1995, July 28, 1995, October 30,
1998, February 26, 1999 and May 2, 2000.


                                              Secretary


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