<PAGE>
                                                                     Exhibit 3.2
                              AMENDED AND RESTATED

                                   BYLAWS OF

                      INTERTRUST TECHNOLOGIES CORPORATION,

                             A DELAWARE CORPORATION
<PAGE>

                               TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                Page
                                                                                ----
<S>                                                                               <C>
ARTICLE I  OFFICE AND RECORDS..................................................   1
     Section 1.1  Delaware Office..............................................   1
     Section 1.2  Other Offices................................................   1
     Section 1.3  Books and Records............................................   1

ARTICLE II  STOCKHOLDERS.......................................................   1
     Section 2.1  Annual Meeting...............................................   1
     Section 2.2  Special Meeting..............................................   1
     Section 2.3  Place of Meeting.............................................   1
     Section 2.4  Notice of Meeting............................................   1
     Section 2.5  Quorum and Adjournment.......................................   2
     Section 2.6  Proxies......................................................   2
     Section 2.7  Notice of Stockholder Business and Nominations...............   2
     Section 2.8  Procedure for Election of Directors..........................   4
     Section 2.9  Inspectors of Elections; Opening and Closing the Polls.......   4
     Section 2.10 Consent of Stockholders in Lieu of Meeting...................   5

ARTICLE III  BOARD OF DIRECTORS................................................   5
     Section 3.1  General Powers...............................................   5
     Section 3.2  Number, Tenure and Qualifications............................   5
     Section 3.3  Regular Meetings.............................................   5
     Section 3.4  Special Meetings.............................................   5
     Section 3.5  Notice.......................................................   5
     Section 3.6  Conference Telephone Meetings................................   6
     Section 3.7  Quorum.......................................................   6
     Section 3.8  Vacancies....................................................   6
     Section 3.9  Committee....................................................   6
     Section 3.10 Removal......................................................   7

ARTICLE IV  OFFICERS...........................................................   7
     Section 4.1  Elected Officers.............................................   7
     Section 4.2  Election and Term of Office..................................   7
     Section 4.3  Chairman of the Board........................................   7
     Section 4.4  President and Chief Executive Officer........................   7
     Section 4.5  Secretary....................................................   8
     Section 4.6  Treasurer....................................................   8
     Section 4.7  Removal......................................................   8
     Section 4.8  Vacancies....................................................   8

ARTICLE V  STOCK CERTIFICATES AND TRANSFERS....................................   8
     Section 5.1  Stock Certificates and Transfers.............................   8
</TABLE>
<PAGE>

<TABLE>
<S>                                                                              <C>
ARTICLE VI  INDEMNIFICATION....................................................   9
     Section 6.1  Right to Indemnification.....................................   9
     Section 6.2  Right to Advancement of Expenses.............................   9
     Section 6.3  Right of Indemnitee to Bring Suit............................  10
     Section 6.4  Non-Exclusivity of Rights....................................  10
     Section 6.5  Insurance....................................................  11
     Section 6.6  Indemnification of Employees and Agents of the Corporation...  11

ARTICLE VII  MISCELLANEOUS PROVISIONS..........................................  11
     Section 7.1  Fiscal Year..................................................  11
     Section 7.2  Dividends....................................................  11
     Section 7.3  Seal.........................................................  11
     Section 7.4  Waiver of Notice.............................................  11
     Section 7.5  Audits.......................................................  11
     Section 7.6  Resignations.................................................  11
     Section 7.7  Contracts....................................................  12
     Section 7.8  Proxies......................................................  12

ARTICLE VIII  AMENDMENTS.......................................................  12
     Section 8.1  Amendments...................................................  12
</TABLE>
                                      ii

<PAGE>

                                   ARTICLE I

                              OFFICES AND RECORDS

     Section 1.1  Delaware Office.  The registered office of the Corporation in
                  ---------------
the State of Delaware shall be located in the City of Wilmington, County of New
Castle.

     Section 1.2  Other Offices.  The Corporation may have such other offices,
                  -------------
either within or without the State of Delaware, as the Board of Directors may
designate or as the business of the Corporation may from time to time require.

     Section 1.3  Books and Records.  The books and records of the Corporation
                  -----------------
may be kept at the Corporation's principal offices or at such other locations
outside the State of Delaware as may from time to time be designated by the
Board of Directors.

                                   ARTICLE II

                                  STOCKHOLDERS

     Section 2.1  Annual Meeting.  The annual meeting of the stockholders of the
                  --------------
Corporation shall be held at such date, place and/or time as may be fixed by
resolution of the Board of Directors.

     Section 2.2  Special Meeting.  Special meetings of stockholders of the
                  ---------------
Corporation may be called only by the Chairman of the Board or the President or
by the Board of Directors acting pursuant to a resolution adopted by a majority
of the Whole Board or at the request in writing of stockholders owning at least
twenty percent (20%) in amount of the entire capital stock of the corporation
issued and outstanding and entitled to use.  For purposes of these Amended and
Restated Bylaws, the term "Whole Board" shall mean the total number of
authorized directors whether or not there exist any vacancies in previously
authorized directorships.

     Section 2.3  Place of Meeting.  The Board of Directors may designate the
                  ----------------
place of meeting for any meeting of the stockholders. If no designation is made
by the Board of Directors, the place of meeting shall be the principal office of
the Corporation.

     Section 2.4  Notice of Meeting.  Except as otherwise required by law,
                  -----------------
written or printed notice or notice otherwise allowed by Delaware General
Corporation Law, stating the place, day and hour of the meeting and the purposes
for which the meeting is called, shall be prepared and delivered by the
Corporation not less than ten days nor more than sixty days before the date of
the meeting, either personally, or by mail, to each stockholder of record
entitled to vote at such meeting. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail with postage thereon prepaid,
addressed to the stockholder at his address as it appears on the stock transfer
books of the Corporation. Such further notice shall be given as may be required
by law. Meetings may be held without notice if all stockholders entitled to vote
<PAGE>

are present (except as otherwise provided by law), or if notice is waived by
those not present. Any previously scheduled meeting of the stockholders may be
postponed and (unless the Corporations's Amended and Restated Certificate of
Incorporation (the "Certificate of Incorporation") otherwise provides) any
special meeting of the stockholders may be cancelled, by resolution of the Board
of Directors upon public notice given prior to the time previously scheduled for
such meeting of stockholders.

     Section 2.5  Quorum and Adjournment.  Except as otherwise provided by law
                  ----------------------
or by the Certificate of Incorporation, the holders of a majority of the voting
power of the outstanding shares of the Corporation entitled to vote generally in
the election of directors (the "Voting Stock"), represented in person or by
proxy, shall constitute a quorum at a meeting of stockholders, except that when
specified business is to be voted on by a class or series voting separately as a
class or series, the holders of a majority of the voting power of the shares of
such class or series shall constitute a quorum for the transaction of such
business. The chairman of the meeting or a majority of the shares of Voting
Stock so represented may adjourn the meeting from time to time, whether or not
there is such a quorum (or, in the case of specified business to be voted on by
a class or series, the chairman or a majority of the shares of such class or
series so represented may adjourn the meeting with respect to such specified
business). No notice of the time and place of adjourned meetings need be given
except as required by law. 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.

     Section 2.6  Proxies.  At all meetings of stockholders, a stockholder may
                  -------
vote by proxy executed in writing by the stockholder or as may be permitted by
law, or by his duly authorized attorney-in-fact. Such proxy must be filed with
the Secretary of the Corporation or his representative at or before the time of
the meeting.

     Section 2.7  Notice of Stockholder Business and Nominations.
                  ----------------------------------------------

          A.  Nominations of persons for election to the Board of Directors and
the proposal of business to be transacted by the stockholders may be made at an
annual meeting of stockholders (1) pursuant to the Corporation's notice with
respect to such meeting, (2) by or at the direction of the Board of Directors or
(3) by any stockholder of record of the Corporation who was a stockholder of
record at the time of the giving of the notice provided for in the following
paragraph, who is entitled to vote at the meeting and who has complied with the
notice procedures set forth in this Section 2.7.

          B.  For nominations or other business to be properly brought before an
annual meeting by a stockholder pursuant to paragraph (A)(3) of this Section
2.7, (1) the stockholder must have given timely notice thereof in writing to the
Secretary of the Corporation and (2) such business must be a proper matter for
stockholder action under the Delaware General Corporation Law. To be timely, a
stockholder's notice shall be delivered to the Secretary at the principal
executive offices of the Corporation not less than 45 or more than 75 days prior
to the first anniversary (the "Anniversary") of the date on which the
Corporation first mailed its proxy materials for the preceding year's annual
meeting of stockholders; provided,

                                       2
<PAGE>

however, that if no proxy materials were mailed by the Corporation in connection
with the preceding year's annual meeting, or if the date of the annual meeting
is advanced more than 30 days prior to or delayed by more than 30 days after the
anniversary of the preceding year's annual meeting, notice by the stockholder to
be timely must be so delivered not later than the close of business on the later
of (x) the 90th day prior to such annual meeting or (y) the 10th day following
the day on which public announcement of the date of such meeting is first made.
Such stockholder's notice shall set forth (a) as to each person whom the
stockholder proposes to nominate for election or reelection as a director all
information relating to such person as would be required to be disclosed in
solicitations of proxies for the election of such nominees as directors pursuant
to Regulation 14A under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and such person's written consent to serve as a director if
elected; (b) as to any other business that the stockholder proposes to bring
before the meeting, a brief description of such business, the reasons for
conducting such business at the meeting and any material interest in such
business of such stockholder and the beneficial owner, if any, on whose behalf
the proposal is made; and (c) as to the stockholder giving the notice and the
beneficial owner, if any, on whose behalf the nomination or proposal is made (i)
the name and address of such stockholder, as they appear on the Corporation's
books, and of such beneficial owner and (ii) the class and number of shares of
the Corporation that are owned beneficially and of record by such stockholder
and such beneficial owner.

          C.  Notwithstanding anything in the second sentence of paragraph (B)
of this Section 2.7 to the contrary, in the event that the number of directors
to be elected to the Board of Directors is increased and there is no public
announcement naming all of the nominees for director or specifying the size of
the increased Board made by the Corporation at least 55 days prior to the
Anniversary, a stockholder's notice required by this Bylaw shall also be
considered timely, but only with respect to nominees for any new positions
created by such increase, if it shall be delivered to the Secretary at the
principal executive offices of the Corporation not later than the close of
business on the 10th day following the day on which such public announcement is
first made by the Corporation.

          D.  Only persons nominated in accordance with the procedures set forth
in this Section 2.7 shall be eligible to serve as directors and only such
business shall be conducted at an annual meeting of stockholders as shall have
been brought before the meeting in accordance with the procedures set forth in
this Section 2.7. The chair of the meeting shall have the power and the duty to
determine whether a nomination or any business proposed to be brought before the
meeting has been made in accordance with the procedures set forth in these
Bylaws and, if any proposed nomination or business is not in compliance with
these Bylaws, to declare that such defective proposed business or nomination
shall not be presented for stockholder action at the meeting and shall be
disregarded.

          E.  Only such business shall be conducted at a special meeting of
stockholders as shall have been brought before the meeting pursuant to the
Corporation's notice of meeting. Nominations of persons for election to the
Board of Directors may be made at a special meeting of stockholders at which
directors are to be elected pursuant to the Corporation's notice of meeting (1)
by or at the direction of the Board of Directors or (2) by any stockholder

                                       3
<PAGE>

of record of the Corporation who is a stockholder of record at the time of
giving of notice provided for in this paragraph, who shall be entitled to vote
at the meeting and who complies with the notice procedures set forth in this
Section 2.7. Nominations by stockholders of persons for election to the Board of
Directors may be made at such a special meeting of stockholders if the
stockholder's notice required by paragraph (B) of this Section 2.7 shall be
delivered to the Secretary at the principal executive offices of the Corporation
not later than the close of business on the later of the 90th day prior to such
special meeting or the 10th day following the day on which public announcement
is first made of the date of the special meeting and of the nominees proposed by
the Board to be elected at such meeting.

          F.  For purposes of this Section 2.7, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones News Service, Associated
Press or a comparable national news service or in a document publicly filed by
the Corporation with the Securities and Exchange Commission pursuant to Section
13, 14 or 15(d) of the Exchange Act.

          G.  Notwithstanding the foregoing provisions of this Section 2.7, a
stockholder shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to matters set forth
in this Section 2.7. Nothing in this Section 2.7 shall be deemed to affect any
rights of stockholders to request inclusion of proposals in the Corporation's
proxy statement pursuant to Rule 14a-8 under the Exchange Act.

     Section 2.8  Procedure for Election of Directors.  Election of directors at
                  -----------------------------------
all meetings of the stockholders at which directors are to be elected shall be
by written ballot or other means allowed by Delaware General Corporation Law,
and, except as otherwise set forth in the Certificate of Incorporation with
respect to the right of the holders of any series of Preferred Stock or any
other series or class of stock to elect additional directors under specified
circumstances, a plurality of the votes cast thereat shall elect directors.
Except as otherwise provided by law, the Certificate of Incorporation or these
Bylaws, all matters other than the election of directors submitted to the
stockholders at any meeting shall be decided by the affirmative vote of a
majority of the voting power of the outstanding Voting Stock present in person
or represented by proxy at the meeting and entitled to vote thereon.

     Section 2.9  Inspectors of Elections; Opening and Closing the Polls.
                  ------------------------------------------------------

          A.  The Board of Directors by resolution shall appoint one or more
inspectors, which inspector or inspectors may include individuals who serve the
Corporation in other capacities, including, without limitation, as officers,
employees, agents or representatives of the Corporation, to act at the meeting
and make a written report thereof. One or more persons may be designated as
alternate inspectors to replace any inspector who fails to act. If no inspector
or alternate has been appointed to act, or if all inspectors or alternates who
have been appointed are unable 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 discharging his or her duties, shall take and
sign an oath faithfully to execute the duties of inspector with strict
impartiality and according to the best of his or her ability. The inspectors
shall have the duties prescribed by the Delaware General Corporation Law.

                                       4
<PAGE>

     B. The chairman of the meeting shall fix and announce at the meeting 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.

      Section 2.10 Consent of Stockholders in Lieu of Meeting. 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 of the
Corporation and may not be effected by any consent in writing by such
stockholders.


                                  ARTICLE III


                               BOARD OF DIRECTORS

     Section 3.1 General Powers. The business and affairs of the Corporation
                 --------------
shall be managed by or under the direction of the Board of Directors. In
addition to the powers and authority expressly conferred upon them by statute or
by the Certificate of Incorporation or by these Bylaws, 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.

     Section 3.2 Number, Tenure and Qualifications. Subject to the rights of the
                 ---------------------------------
holders of any series of Preferred Stock to elect additional directors under
specified circumstances, the number of directors shall be fixed from time to
time exclusively by the Board of Directors pursuant to a resolution adopted by a
majority of the Whole Board.

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

     Section 3.4 Special Meetings. Special meetings of the Board of Directors
                 ----------------
shall be called at the request of the Chairman of the Board, the President or a
majority of the Board of Directors. The person or persons authorized to call
special meetings of the Board of Directors may fix the place and time of the
meetings.

     Section 3.5  Notice.  Notice of any special meeting shall be given to each
                  ------
director at his business or residence in writing or by telegram, facsimile
transmission or telephone communication.  If mailed, such notice shall be deemed
adequately delivered when deposited in the United States mails so addressed,
with postage thereon prepaid, at least five days before such meeting.  If by
telegram, such notice shall be deemed adequately delivered when the telegram is
delivered to the telegraph company at least twenty-four hours before such
meeting.  If by facsimile transmission, such notice shall be transmitted at
least twenty-four hours before such meeting.  If by telephone, the notice shall
be given at least twelve hours prior to the time set for the meeting.  Neither
the business to be transacted at, nor the purpose of, any regular or special
meeting of the Board of Directors need be specified in the notice of such
meeting, except for

                                       5
<PAGE>

amendments to these Bylaws as provided under Section 8.1 of Article VIII hereof.
A meeting may be held at any time without notice if all the directors are
present (except as otherwise provided by law) or if those not present waive
notice of the meeting in writing, either before or after such meeting.

     Section 3.6 Conference Telephone Meetings. Members of the Board of
                 -----------------------------
Directors, or any committee thereof, may participate in a meeting of the Board
of Directors or such committee by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and such participation in a meeting shall
constitute presence in person at such meeting.

     Section 3.7 Quorum. A whole number of directors equal to at least a
                 ------
majority of the Whole Board shall constitute a quorum for the transaction of
business, but if at any meeting of the Board of Directors there shall be less
than a quorum present, a majority of the directors present may adjourn the
meeting from time to time without further notice. The act of the majority of the
directors present at a meeting at which a quorum is present shall be the act of
the Board of Directors.

     Section 3.8 Vacancies. Subject to the rights of the holders of any series
                 ---------
of Preferred Stock then outstanding, newly created directorships resulting from
any increase in the authorized number of directors or any vacancies in the Board
of Directors resulting from death, resignation, retirement, disqualification,
removal from office or other cause shall, unless otherwise provided by law or by
resolution of the Board of Directors, be filled only by a majority vote of the
directors then in office, though less than a quorum, and directors so chosen
shall hold office for a term expiring at the annual meeting of stockholders at
which the term of office of the class to which they have been chosen expires. No
decrease in the authorized number of directors shall shorten the term of any
incumbent director.

     Section 3.9  Committees.
                  ----------

              A. The Board of Directors may designate one or more committees,
each committee to consist of one or more of the directors of the Corporation.
The Board of Directors may designate one 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 the
committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in place of any such absent or disqualified member. Any such committee,
to the extent permitted by law and to the extent provided in the resolution of
the Board of Directors, shall have and may exercise all the powers and authority
of the Board of Directors in the management of the business and affairs of the
Corporation, and may authorize the seal of the Corporation to be affixed to all
papers which may require it.

              B. Unless the Board of Directors otherwise provides, each
committee designated by the Board of Directors may make, alter and repeal rules
for the conduct of its

                                       6
<PAGE>

business. In the absence of such rules each committee shall conduct its business
in the same manner as the Board of Directors conducts its business pursuant to
these Bylaws.

     Section 3.10 Removal. Subject to the rights of the holders of any series of
                  -------
Preferred Stock then outstanding, any directors, or the entire Board of
Directors, may be removed from office at any time, but only for cause and only
by the affirmative vote of the holders of at least sixty-six and two-thirds
percent (66-2/3%) of the voting power of all of the then-outstanding shares of
capital stock of the Corporation entitled to vote generally in the election of
directors, voting together as a single class.


                                   ARTICLE IV


                                    OFFICERS

     Section 4.1 Elected Officers. The elected officers of the Corporation shall
                 ----------------
be a Secretary and a Treasurer, and may be a Chairman of the Board, a President
and a Chief Executive Officer, and such other officers as the Board of Directors
from time to time may deem proper. The Chairman of the Board, if any, shall be
chosen from the directors. All officers chosen by the Board of Directors shall
each have such powers and duties as generally pertain to their respective
offices, subject to the specific provisions of this Article IV. Such officers
shall also have powers and duties as from time to time may be conferred by the
Board of Directors or by any committee thereof.

     Section 4.2  Election and Term of Office.  The elected officers of the
                  ---------------------------
Corporation shall be elected annually by the Board of Directors at the regular
meeting of the Board of Directors held after each annual meeting of the
stockholders.  If the election of officers shall not be held at such meeting,
such election shall be held as soon thereafter as convenient.  Subject to
Section 4.7 of these Bylaws, each officer shall hold office until his successor
shall have been duly elected and shall have qualified or until his death or
until he shall resign.

     Section 4.3 Chairman of the Board. The Chairman of the Board, if any, shall
                 ---------------------
preside at all meetings of the Board.

     Section 4.4  President and Chief Executive Officer.  The Chief Executive
                  -------------------------------------
Officer, or if there is no Chief Executive Officer, the President, shall be the
general manager of the Corporation, subject to the control of the Board of
Directors, and as such shall preside at all meetings of shareholders, shall have
general supervision of the affairs of the Corporation, shall sign or countersign
or authorize another officer to sign all certificates, contracts, and other
instruments of the Corporation as authorized by the Board of Directors, shall
make reports to the Board of Directors and shareholders, and shall perform all
such other duties as are incident to such office or are properly required by the
Board of Directors.  If the Board of Directors creates the office of the
President as a separate office from the Chief Executive Officer, the President
shall have such duties as are determined by, and shall be subject to the general
supervision, direction, and control of, the Chief Executive Officer unless the
Board of Directors provides otherwise.

                                       7
<PAGE>

     Section 4.5 Secretary. The Secretary shall give, or cause to be given,
                 ---------
notice of all meetings of stockholders and directors and all other notices
required by law or by these Bylaws, and in case of his absence or refusal or
neglect so to do, any such notice may be given by any person thereunto directed
by the Chairman of the Board, the Chief Executive Officer or the President, or
by the Board of Directors, upon whose request the meeting is called as provided
in these Bylaws. He shall record all the proceedings of the meetings of the
Board of Directors, any committees thereof and the stockholders of the
Corporation in a book to be kept for that purpose, and shall perform such other
duties as may be assigned to him by the Board of Directors, the Chairman of the
Board, the Chief Executive Officer or the President. He shall have custody of
the seal of the Corporation and shall affix the same to all instruments
requiring it, when authorized by the Board of Directors, the Chairman of the
Board, the Chief Executive Officer or the President, and attest to the same.

     Section 4.6 Treasurer. The Treasurer shall have the custody of the
                 ---------
corporate funds and securities and shall keep full and accurate receipts and
disbursements in books belonging to the Corporation. The Treasurer shall deposit
all moneys and other valuables in the name and to the credit of the Corporation
in such depositaries as may be designated by the Board of Directors. The
Treasurer shall disburse the funds of the Corporation as may be ordered by the
Board of Directors, the Chairman of the Board, the Chief Executive Officer or
the President, taking proper vouchers for such disbursements. The Treasurer
shall render to the Chairman of the Board, the President, the Chief Executive
Officer and the Board of Directors, whenever requested, an account of all his
transactions as Treasurer and of the financial condition of the Corporation. If
required by the Board of Directors, the Treasurer shall give the Corporation a
bond for the faithful discharge of his duties in such amount and with such
surety as the Board of Directors shall prescribe.

     Section 4.7  Removal.  Any officer elected by the Board of Directors may be
                  -------
removed by the Board of Directors whenever, in their judgment, the best
interests of the Corporation would be served thereby.  No elected officer shall
have any contractual rights against the Corporation for compensation by virtue
of such election beyond the date of the election of his successor, his death,
his resignation or his removal, whichever event shall first occur, except as
otherwise provided in an employment contract or an employee plan.

     Section 4.8  Vacancies.  A newly created office and a vacancy in any office
                  ---------
because of death, resignation, or removal may be filled by the Board of
Directors for the unexpired portion of the term.


                                   ARTICLE V

                        STOCK CERTIFICATES AND TRANSFERS

     Section 5.1  Stock Certificates and Transfers.
                  --------------------------------

              A. The interest of each stockholder of the Corporation shall be
evidenced by certificates for shares of stock in such form as the appropriate
officers of the

                                       8
<PAGE>

Corporation may from time to time prescribe. The shares of the stock of the
Corporation shall be transferred on the books of the Corporation by the holder
thereof in person or by his attorney, upon surrender for cancellation of
certificates for the same number of shares, with an assignment and power of
transfer endorsed thereon or attached thereto, duly executed, and with such
proof of the authenticity of the signature as the Corporation or its agents may
reasonably require.

              B. The certificates of stock shall be signed, countersigned and
registered in such manner as the Board of Directors may by resolution prescribe,
which resolution may permit all or any of the signatures on such certificates to
be in facsimile. In case any officer, transfer agent or registrar who has signed
or whose facsimile signature has been placed upon a certificate has ceased to be
such officer, transfer agent or registrar before such certificate is issued, it
may be issued by the Corporation with the same effect as if he were such
officer, transfer agent or registrar at the date of issue.

                                   ARTICLE VI

                                INDEMNIFICATION

     Section 6.1 Right to Indemnification. 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
is or was a director or officer of the Corporation or is or was serving at the
request of the Corporation as a director, officer, employee or agent 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, officer, employee or agent or in any other
capacity while serving as a director, officer, employee or agent, 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 attorneys' fees, judgments, fines, ERISA excise taxes or penalties
and amounts paid in settlement) reasonably incurred or suffered by such
indemnitee in connection therewith and such indemnification shall continue as to
an indemnitee who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of the indemnitee's heirs, executors and
administrators; provided, however, that, except as provided in Section 6.3
                --------  -------
hereof with respect to proceedings to enforce rights to indemnification, the
Corporation shall indemnify any such indemnitee in connection with a proceeding
(or part thereof) initiated by such indemnitee only if such proceeding (or part
thereof) was authorized by the Board of Directors of the Corporation.

     Section 6.2 Right to Advancement of Expenses. The right to indemnification
                 --------------------------------
conferred in Section 6.1 shall include the right to be paid by the Corporation
the expenses incurred in defending any proceeding for which such right to
indemnification is applicable in advance of its final disposition (hereinafter
an "advancement of expenses"); provided, however,
                               --------  -------

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<PAGE>

that, if the Delaware General Corporation Law requires, an advancement of
expenses incurred by an indemnitee in his or her capacity as a director or
officer (and not in any other capacity in which service was or is rendered by
such indemnitee, including, without limitation, service to an employee benefit
plan) 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 to appeal (hereinafter a "final
adjudication") that such indemnitee is not entitled to be indemnified for such
expenses under this Section or otherwise.

     Section 6.3 Right of Indemnitee to Bring Suit. The rights to
                 ---------------------------------
indemnification and to the advancement of expenses conferred in Section 6.1 and
Section 6.2, respectively, shall be contract rights. If a claim under Section
6.1 or Section 6.2 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, or in a suit brought by the Corporation to
recover an advancement of expenses pursuant to the terms of an undertaking, the
indemnitee shall be entitled to be paid also the expense of prosecuting or
defending such suit. In (A) 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 (B) 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
any applicable standard for indemnification 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 to be indemnified, or to such
advancement of expenses, under this Section or otherwise shall be on the
Corporation.

     Section 6.4 Non-Exclusivity of Rights. The rights to indemnification and to
                 -------------------------
the advancement of expenses conferred in this Section shall not be exclusive of
any other right which any person may have or hereafter acquire under the
Certificate of Incorporation, these Amended and Restated Bylaws, or any statute,
agreement, vote of stockholders or disinterested directors or otherwise.

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<PAGE>

     Section 6.5 Insurance. The Corporation may maintain insurance, at its
                 ---------
expense, to protect itself and any director, officer, employee or agent of the
Corporation or another corporation, partnership, joint venture, trust or other
enterprise 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.

     Section 6.6 Indemnification of Employees and Agents of the Corporation. 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 Section with respect to the indemnification and advancement
of expenses of directors and officers of the Corporation.

                                  ARTICLE VII

                            MISCELLANEOUS PROVISIONS

     Section 7.1 Fiscal Year. The fiscal year of the Corporation shall begin on
                 -----------
the first day of January and end on the thirty-first day of December of each
year.

     Section 7.2 Dividends. The Board of Directors may from time to time
                 ---------
declare, and the Corporation may pay, dividends on its outstanding shares in the
manner and upon the terms and conditions provided by law and its Certificate of
Incorporation.

     Section 7.3  Seal.  The corporate seal shall have inscribed the name of the
                  ----
Corporation thereon and shall be in such form as may be approved from time to
time by the Board of Directors.

     Section 7.4 Waiver of Notice. Whenever any notice is required to be given
                 ----------------
to any stockholder or director of the Corporation under the provisions of the
Delaware General Corporation Law, 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 annual or special
meeting of the stockholders of the Board of Directors need be specified in any
waiver of notice of such meeting.

     Section 7.5 Audits. The accounts, books and records of the Corporation
                 ------
shall be audited upon the conclusion of each fiscal year by an independent
certified public accountant selected by the Board of Directors, and it shall be
the duty of the Board of Directors to cause such audit to be made annually.

     Section 7.6 Resignations. Any director or any officer, whether elected or
                 ------------
appointed, may resign at any time by serving written notice of such resignation
on the Chairman of the Board, the President, the Chief Executive Officer or the
Secretary, and such resignation shall be deemed to be effective as of the close
of business on the date said notice is received by the Chairman of the Board,
the President, the Chief Executive Officer or the Secretary or at such

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<PAGE>

later date as is stated therein. No formal action shall be required of the Board
of Directors or the stockholders to make any such resignation effective.

     Section 7.7 Contracts. Except as otherwise required by law, the Certificate
                 ---------
of Incorporation or these Bylaws, any contracts or other instruments may be
executed and delivered in the name and on the behalf of the Corporation by such
officer or officers of the Corporation as the Board of Directors may from time
to time direct. Such authority may be general or confined to specific instances
as the Board may determine. The Chairman of the Board, the President, the Chief
Executive Officer or any Vice President may execute bonds, contracts, deeds,
leases and other instruments to be made or executed for or on behalf of the
Corporation. Subject to any restrictions imposed by the Board of Directors or
the Chairman of the Board, the President, the Chief Executive Officer or any
Vice President of the Corporation may delegate contractual powers to others
under his jurisdiction, it being understood, however, that any such delegation
of power shall not relieve such officer of responsibility with respect to the
exercise of such delegated power.

     Section 7.8 Proxies. Unless otherwise provided by resolution adopted by the
                 -------
Board of Directors, the Chairman of the Board, the Chief Executive Officer, the
President or any Vice President may from time to time appoint any attorney or
attorneys or agent or agents of the Corporation, in the name and on behalf of
the Corporation, to cast the votes which the Corporation may be entitled to cast
as the holder of stock or other securities in any other corporation or other
entity, any of whose stock or other securities may be held by the Corporation,
at meetings of the holders of the stock and other securities of such other
corporation or other entity, or to consent in writing, in the name of the
Corporation as such holder, to any action by such other corporation or other
entity, and may instruct the person or persons so appointed as to the manner of
casting such votes or giving such consent, and may execute or cause to be
executed in the name and on behalf of the Corporation and under its corporate
seal or otherwise, all such written proxies or other instruments as he may deem
necessary or proper in the premises.

                                  ARTICLE VIII

                                   AMENDMENTS

     Section 8.1  Amendments.  Subject to the provisions of the Certificate of
                  ----------
Incorporation, these Bylaws may be amended, altered, added to, rescinded or
repealed at any meeting of the Board of Directors or by the affirmative vote of
at least sixty-six and two-thirds percent (66 2/3%) of the stockholders,
provided notice of the proposed change was given in the notice of the meeting
and, in the case of a meeting of the Board of Directors, in a notice given no
less than twenty-four hours prior to the meeting.

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