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                                                                     Exhibit 3.2

                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                                 E.PIPHANY, INC.
                            (a Delaware corporation)

                             As of October 16, 2002

                                    ARTICLE I

                                CORPORATE OFFICES

        1.1 REGISTERED OFFICE

        The registered office of the corporation shall be fixed in the
Certificate of the corporation (as so amended and restated, the "Certificate").

        1.2 OTHER OFFICES

        The board of directors of the corporation (the "Board") may at any time
establish branch or subordinate offices at any place or places where the
corporation is qualified to do business.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

        2.1 PLACE OF MEETINGS

        Meetings of stockholders shall be held at any place, within or outside
the State of Delaware, designated by the Board. In the absence of any such
designation, stockholders' meetings shall be held at the principal executive
office of the corporation.

        2.2 ANNUAL MEETING

        The annual meeting of the stockholders of this corporation shall be held
each year on a date and at a time designated by the Board. At the meeting,
directors shall be elected and any other proper business may be transacted.
Nominations of persons for election to the Board and the proposal of business to
be considered by the stockholders may be made at an annual meeting of
stockholders only (a) pursuant to the corporation's notice of meeting, (b) by or
at the direction of the Board, or (c) by any stockholder of the corporation who
was a stockholder of record at the time of giving of notice provided for in
these Bylaws, who is entitled to vote at the meeting and who complies with the
notice procedures set forth in this Bylaw.

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        For nominations or other business to be properly brought before an
annual meeting by a stockholder pursuant to clause (c) of the foregoing
paragraph, (1) the stockholder must have given timely notice thereof in writing
to the secretary of the corporation, (2) such business must be a proper matter
for stockholder action under the General Corporation Law of Delaware, (3) if the
stockholder, or the beneficial owner on whose behalf any such proposal or
nomination is made, has provided the corporation with a Solicitation Notice, as
that term is defined in subclause (c)(iii) of this paragraph, such stockholder
or beneficial owner must, in the case of a proposal, have delivered a proxy
statement and form of proxy to holders of at least the percentage of the
corporation's voting shares required under applicable law to carry any such
proposal, or, in the case of a nomination or nominations, have delivered a proxy
statement and form of proxy to holders of a percentage of the corporation's
voting shares reasonably believed by such stockholder or beneficial holder to be
sufficient to elect the nominee or nominees proposed to be nominated by such
stockholder, and must, in either case, have included in such materials the
Solicitation Notice and (4) if no Solicitation Notice relating thereto has been
timely provided pursuant to this section, the stockholder or beneficial owner
proposing such business or nomination must not have solicited a number of
proxies sufficient to have required the delivery of such a Solicitation Notice
under this section. To be timely, a stockholder's notice shall be delivered to
the secretary of the corporation at the principal executive offices of the
corporation not less than sixty (60) or more than ninety (90) 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, however, that if the date of the annual meeting is
advanced more than thirty (30) days prior to or delayed by more than thirty (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 (i) the ninetieth (90th) day prior to such annual
meeting or (ii) the tenth (10th) day following the day on which public
announcement of the date of such meeting is first made. 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; (c) as to the
stockholder giving the notice and the beneficial owner, if any, on whose behalf
the nomination or proposal is made (i) the name and address of such stockholder,
as they appear on the corporation's books, and of such beneficial owner, (ii)
the class and number of shares of the corporation that are owned beneficially
and of record by such stockholder and such beneficial owner, and (iii) whether
either such stockholder or beneficial owner intends to deliver a proxy statement
and form of proxy to holders of, in the case of a proposal, at least the
percentage of the corporation's voting shares required under applicable law to
carry the proposal or, in the case of a nomination or nominations, a sufficient
number of holders of the corporation's voting shares to elect such nominee or
nominees (an affirmative statement of such intent, a "Solicitation Notice").

        Only persons nominated in accordance with the procedures set forth in
this Bylaw 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.
The chair of the meeting shall have the power and the duty to determine


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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.

        For the purposes of this section, "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.

        2.3 SPECIAL MEETING

        A special meeting of the stockholders may be called at any time by the
Board, or by the chairman of the Board or by the chief executive officer.

        If a special meeting is called by any person or persons other than the
Board, the request shall be in writing to the secretary of the corporation, and
shall set forth (a) as to each person whom such person or persons propose to
nominate for election or reelection as a director at such meeting all
information relating to such proposed nominee that is required to be disclosed
in solicitations of proxies for election of directors in an election contest, or
is otherwise required, in each case pursuant to Regulation 14A under the
Exchange Act (or any successor thereto) and Rule 14a-11 thereunder (or any
successor thereto) (including such proposed nominee's written consent to being
named in the proxy statement as a nominee and to serving as a director if
elected); (b) as to any other business to be taken at the meeting, a brief
description of such business, the reasons for conducting such business and any
material interest in such business of the person or persons calling such meeting
and the beneficial owners, if any, on whose behalf such meeting is called; and
(c) as to the person or persons calling such meeting and the beneficial owners,
if any, on whose behalf the meeting is called (i) the name and address of such
persons, as they appear on the corporation's books, and of such beneficial
owners, and (ii) the class and number of shares of the corporation that are
owned beneficially and of record by such persons and such beneficial owners. No
business may be transacted at such special meeting otherwise than specified in
such notice or by or at the direction of the Board. The corporation's secretary
shall cause notice to be promptly given to the stockholders entitled to vote, in
accordance with the provisions of Sections 2.4 and 2.5, that a meeting will be
held at the time reasonably requested by the person or persons who called the
meeting, not less than sixty (60) nor more than ninety (90) days after the
receipt of the request. If the notice is not given within twenty (20) days after
the receipt of a valid request, the person or persons requesting the meeting may
give the notice. Nothing contained in this paragraph 2.3 shall be construed as
limiting, fixing or affecting the time when a meeting of stockholders called by
action of the Board may be held.

        Only such business shall be conducted at a special meeting of
stockholders called by action of the Board as shall have been brought before the
meeting pursuant to the corporation's notice of meeting.

        2.4 NOTICE OF STOCKHOLDERS' MEETINGS

        All notices of meetings of stockholders shall be sent or otherwise given
in accordance with Sections 2.2 and 2.3 of these Bylaws not less than ten (10)
nor more than sixty (60) days before the


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date of the meeting. The notice shall specify the place, date and hour of the
meeting, the means of remote communications, if any, by which stockholders and
proxy holders may be deemed to be present in person and vote at such meeting (as
authorized by the Board in its sole discretion pursuant to Section 211(a)(2) of
the General Corporation Law of Delaware), and (i) in the case of a special
meeting, the purpose or purposes for which the meeting is called (no business
other than that specified in the notice may be transacted) or (ii) in the case
of the annual meeting, those matters which the Board, at the time of giving the
notice, intends to present for action by the stockholders (but any proper matter
may be presented at the meeting for such action). The notice of any meeting at
which directors are to be elected shall include the name of any nominee or
nominees who, at the time of the notice, the Board intends to present for
election.

        2.5 MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE

        Written notice of any meeting of stockholders shall be given either
personally or by first-class mail, telegraphic transmission, electronic
transmission or other written communication. Notices not personally delivered
shall be sent charges prepaid and shall be addressed to the stockholder at the
address of that stockholder appearing on the books of the corporation or given
by the stockholder to the corporation for the purpose of notice. Notice shall be
deemed to have been given at the time when delivered personally or deposited in
the mail or sent by telegram or other means of written communication.

        An affidavit of the mailing or other means of giving any notice of any
stockholders' meeting, executed by the secretary, assistant secretary or any
transfer agent of the corporation giving the notice, shall be prima facie
evidence of the giving of such notice.

        2.6 QUORUM

        The holders of a majority in voting power of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
Certificate. If, however, such quorum is not present or represented at any
meeting of the stockholders, then either (i) the chairman of the meeting or (ii)
the stockholders entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting in accordance with Section 2.7 of
these Bylaws.

        When a quorum is present at any meeting, the vote of the holders of a
majority of the stock having voting power present in person or represented by
proxy shall decide any question brought before such meeting, unless the question
is one upon which, by express provision of the laws of the State of Delaware or
of the Certificate or these Bylaws, a different vote is required, in which case
such express provision shall govern and control the decision of the question.

        If a quorum be initially present, the stockholders may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum, if any action taken is approved by a
majority of the stockholders initially constituting the quorum.


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        2.7 ADJOURNED MEETING; NOTICE

        When a meeting is adjourned to another time and place, unless these
Bylaws otherwise require, notice need not be given of the adjourned meeting if
the time and place thereof and the means of remote communications, if any, by
which stockholders and proxy holders may be deemed to be present in person and
vote at such adjourned meeting (as authorized by the Board in its sole
discretion pursuant to Section 211(a)(2) of the General Corporation Law of
Delaware), are announced at the meeting at which the adjournment is taken. At
the adjourned meeting the corporation may transact any business that might have
been transacted at the original meeting. If the adjournment is for more than
thirty (30) days, or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.

        2.8 VOTING

        The stockholders entitled to vote at any meeting of stockholders shall
be determined in accordance with the provisions of Section 2.11 of these Bylaws,
subject to the provisions of Sections 217 and 218 of the General Corporation Law
of Delaware (relating to voting rights of fiduciaries, pledgors and joint
owners, and to voting trusts and other voting agreements).

        Except as may be otherwise provided in the Certificate or these Bylaws,
each stockholder shall be entitled to one vote for each share of capital stock
held by such stockholder.

        2.9 WAIVER OF NOTICE

        Whenever notice is required to be given under any provision of the
General Corporation Law of Delaware, the Certificate or these Bylaws, a written
waiver thereof, signed by the person entitled to notice, or a waiver by
electronic transmission by the person entitled to notice, whether before or
after the time stated therein, shall be deemed equivalent to notice. Attendance
of a person at a meeting shall constitute a waiver of notice of such meeting,
except when the person attends a meeting for the express purpose of objecting,
at the beginning of the meeting, to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the
stockholders need be specified in any written waiver of notice, or any waiver by
electronic transmission, unless so required by the Certificate or these Bylaws.

        2.10 STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING

        The stockholders may not take any action by written consent in lieu of a
meeting, and must take any actions at a duly called annual or special meeting of
stockholders and the power of stockholders to consent in writing is specifically
denied.

        2.11 RECORD DATE FOR STOCKHOLDER NOTICE; VOTING

        For purposes of determining the stockholders entitled to notice of any
meeting or to vote thereat, the Board may fix, in advance, a record date, which
shall not precede the date upon which the resolution fixing the record date is
adopted by the Board and which shall not be more than sixty (60) days nor less
than ten (10) days before the date of any such meeting, and in such event


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only stockholders of record on the date so fixed are entitled to notice and to
vote, notwithstanding any transfer of any shares on the books of the corporation
after the record date.

        If the Board does not so fix a record date, the record date for
determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the business day next
preceding the day on which notice is given, or, if notice is waived, at the
close of business on the business day next preceding the day on which the
meeting is held.

        A determination of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of the meeting
unless the Board fixes a new record date for the adjourned meeting, but the
Board shall fix a new record date if the meeting is adjourned for more than
thirty (30) days from the date set for the original meeting.

        The record date for any other purpose shall be as provided in Section
8.1 of these Bylaws.

        2.12 PROXIES

        Every person entitled to vote for directors, or on any other matter,
shall have the right to do so either in person or by one or more agents
authorized by a written proxy signed by the person and filed with the secretary
of the corporation, but no such proxy shall be voted or acted upon after three
(3) years from its date, unless the proxy provides for a longer period. A proxy
shall be deemed signed if the stockholder's name is placed on the proxy (whether
by manual signature, typewriting, telegraphic transmission, facsimile
transmission, electronic transmission or otherwise) by the stockholder or the
stockholder's attorney-in-fact. The revocability of a proxy that states on its
face that it is irrevocable shall be governed by the provisions of Section
212(e) of the General Corporation Law of Delaware.

        2.13 ORGANIZATION

        The chief executive officer, or in the absence of the chief executive
officer, the chairman of the Board, or in the absence of the chairman of the
Board, the president, or in the absence of the president, any vice president,
shall call the meeting of the stockholders to order, and shall act as chairman
of the meeting. In the absence of the chief executive officer, the chairman of
the Board, the president, and all of the vice presidents, the stockholders shall
appoint a chairman for such meeting. The chairman of any meeting of stockholders
shall determine the order of business and the procedures at the meeting,
including such matters as the regulation of the manner of voting and the conduct
of business. The secretary of the corporation shall act as secretary of all
meetings of the stockholders, but in the absence of the secretary at any meeting
of the stockholders, the chairman of the meeting may appoint any person to act
as secretary of the meeting.

        2.14   LIST OF STOCKHOLDERS ENTITLED TO VOTE; STOCK LEDGER

        The officer who has charge of the stock ledger of the corporation shall
prepare and make, at least ten (10) days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Nothing contained in this
Section 2.14 shall require the corporation to include electronic mail addresses
or other electronic contact information on such list. Such list shall be open to
the examination of any stockholder, for


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any purpose germane to the meeting (a) on a reasonably accessible electronic
network, provided that the information required to gain access to such list is
provided with the notice of the meeting, or (b) for a period of at least ten
(10) calendar days prior to the meeting during ordinary business hours at the
principal place of business of the corporation.

        In the event that the corporation determines to make the list available
on an electronic network, the corporation may take reasonable steps to ensure
that such information is available only to the stockholders of the corporation.
The list shall be produced and kept at the time and place of the meeting during
the whole time thereof, and may be inspected by any stockholder who is present.

        2.15 NOTICE BY ELECTRONIC TRANSMISSION

        Without limiting the manner by which notice otherwise may be given
effectively to stockholders, any notice to stockholders given by the corporation
under any provision of the General Corporation Law of Delaware, the Certificate
or these Bylaws shall be effective if given by a form of electronic transmission
consented to by the stockholder to whom the notice is given. Any such consent
shall be revocable by the stockholder by written notice to the corporation. Any
such consent shall be deemed revoked if (a) the corporation is unable to deliver
by electronic transmission two (2) consecutive notices given by the corporation
in accordance with such consent, and (b) such inability becomes known to the
secretary or an assistant secretary of the corporation, the transfer agent or
other person responsible for the giving of notice; provided, however, the
inadvertent failure to treat such inability as a revocation shall not invalidate
any meeting or other action.

        Notice given pursuant to the above paragraph shall be deemed given (a)
if by facsimile telecommunication, when directed to a number at which the
stockholder has consented to receive notice, (b) if by electronic mail, when
directed to an electronic mail address at which the stockholder has consented to
receive notice, (c) if by a posting on an electronic network together with a
separate notice to the stockholder of such specific posting, upon the later of
(i) such posting, and (ii) the giving of such separate notice, and (d) if by any
other form of electronic transmission, when directed to the stockholder. An
affidavit of the secretary or assistant secretary, the transfer agent or other
agent of the corporation that the notice has been given by a form of electronic
transmission shall in the absence of fraud, be prima facie evidence of the facts
stated therein.

        For purposes of these Bylaws, "electronic transmission" means any form
of communication, not directly involving the physical transmission of paper,
that creates a record that may be retained, retrieved and reviewed by a
recipient thereof, and that may be directly reproduced in paper form by such a
recipient through an automated process. This Section 2.15 shall not apply to
Section 164 (failure to pay for stock; remedies), Section 296 (adjudication of
claims; appeal), Section 311 (revocation of voluntary dissolution), Section 312
(renewal, revival, extension and restoration of certificate of incorporation) or
Section 324 (attachment of shares of stock) of the General Corporation Law of
Delaware.


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                                   ARTICLE III

                                    DIRECTORS

        3.1 POWERS

        Subject to the provisions of the General Corporation Law of Delaware and
to any limitations in the Certificate or these Bylaws relating to action
required to be approved by the stockholders or by the outstanding shares, the
business and affairs of the corporation shall be managed and all corporate
powers shall be exercised by or under the direction of the Board.

        3.2 NUMBER OF DIRECTORS

        The authorized number of directors of the corporation shall be fixed
from time to time exclusively by the Board pursuant to a resolution duly adopted
by a majority of the Board members then in office (as of the date of the
adoption of these Bylaws, such number of authorized directors is six (6)).

        No reduction of the authorized number of directors shall have the effect
of removing any director before such director's term of office expires.

        3.3 ELECTION AND TERM OF OFFICE OF DIRECTORS

        Except as provided in Section 3.4 of these Bylaws or the Certificate,
directors shall be elected at each annual meeting of stockholders to hold office
as provided in the Certificate. Each director, including a director elected or
appointed to fill a vacancy, shall hold office until the expiration of the term
for which elected and until a successor has been elected and qualified.

        Directors need not be stockholders unless so required by the Certificate
or these Bylaws, wherein other qualifications for directors may be prescribed.

        Elections of directors at all meetings of the stockholders at which
directors are to be elected shall be by ballot and a plurality of the votes cast
thereat shall elect directors. The ballot shall state the name of the
stockholder or proxy voting or such other information as may be required under
the procedure established by the chairman of the meeting. If authorized by the
Board, such requirement of a ballot shall be satisfied by a ballot submitted by
electronic transmission provided that any such electronic transmission must
either set forth or be submitted with information from which it can be
determined that the electronic submission was authorized.

        3.4 RESIGNATION AND VACANCIES

        Any director may resign effective upon written notice or by electronic
transmission to the corporation, unless the notice specifies a later time for
that resignation to become effective. If the resignation of a director is
effective at a future time, the Board may elect a successor to take office when
the resignation becomes effective.

        Unless otherwise provided in the Certificate or these Bylaws:


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            (i) Vacancies and newly created directorships resulting from any
increase in the authorized number of directors elected by all of the
stockholders having the right to vote as a single class may be filled by a
majority of the directors then in office, although less than a quorum, or by a
sole remaining director; provided however, a vacancy created by the removal of a
director by the vote of the stockholders or by court order may be filled only by
the affirmative vote of a majority of the shares represented and voting at a
duly held meeting at which a quorum is present (which shares voting
affirmatively also constitute a majority of the required quorum). Unless
otherwise provided in the Certificate or these Bylaws, each director so elected
shall hold office until the next annual meeting of the stockholders and until a
successor has been elected and qualified.

            (ii) Whenever the holders of any class or classes of stock or series
thereof are entitled to elect one or more directors by the provisions of the
Certificate, vacancies and newly created directorships of such class or classes
or series may be filled by a majority of the directors elected by such class or
classes or series thereof then in office, or by a sole remaining director so
elected.

        If at any time, by reason of death or resignation or other cause, the
corporation should have no directors in office, then any officer or any
stockholder or an executor, administrator, trustee or guardian of a stockholder,
or other fiduciary entrusted with like responsibility for the person or estate
of a stockholder, may call a special meeting of stockholders in accordance with
the provisions of the Certificate or these Bylaws, or may apply to the Court of
Chancery for a decree summarily ordering an election as provided in Section 211
of the General Corporation Law of Delaware.

        If, at the time of filling any vacancy or any newly created
directorship, the directors then in office constitute less than a majority of
the whole Board (as constituted immediately prior to any such increase), then
the Court of Chancery may, upon application of any stockholder or stockholders
holding at least ten percent (10%) of the total number of the shares then
outstanding having the right to vote for such directors, summarily order an
election to be held to fill any such vacancies or newly created directorships,
or to replace the directors chosen by the directors then in office as aforesaid,
which election shall be governed by the provisions of Section 211 of the General
Corporation Law of Delaware as far as applicable.

        3.5 REMOVAL OF DIRECTORS

        Unless otherwise restricted by statute, the Certificate or these Bylaws,
any director, or all of the directors, may be removed from the Board, but only
for cause and only by the affirmative vote of the holders of a majority of the
voting power of all the then outstanding shares of capital stock of the
corporation then entitled to vote at the election of directors, voting together
as a single class.

        3.6 PLACE OF MEETINGS; MEETINGS BY TELEPHONE

        Regular meetings of the Board may be held at any place within or outside
the State of Delaware that has been designated from time to time by resolution
of the Board. In the absence of such a designation, regular meetings shall be
held at the principal executive office of the corporation. Special meetings of
the Board may be held at any place within or outside the State of Delaware that
has been designated in the notice of the meeting or, if not stated in the notice
or if there is no notice, at the principal executive office of the corporation.


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        Any meeting of the Board, regular or special, may be held by conference
telephone or similar communication equipment, so long as all directors
participating in the meeting can hear one another; and all such participating
directors shall be deemed to be present in person at the meeting.

        3.7 FIRST MEETINGS

        The first meeting of each newly elected Board shall be held at such time
and place as shall be fixed by the vote of the stockholders at the annual
meeting. In the event of the failure of the stockholders to fix the time or
place of such first meeting of the newly elected Board, or in the event such
meeting is not held at the time and place so fixed by the stockholders, the
meeting may be held at such time and place as shall be specified in a notice
given as hereinafter provided for special meetings of the Board, or as shall be
specified in a written waiver signed by all of the directors.

        3.8 REGULAR MEETINGS

        Regular meetings of the Board may be held without notice at such time as
shall from time to time be determined by the Board. If any regular meeting day
shall fall on a legal holiday, then the meeting shall be held at the same time
and place on the next succeeding business day.

        3.9 SPECIAL MEETINGS; NOTICE

        Special meetings of the Board for any purpose or purposes may be called
at any time by the chairman of the Board, the chief executive officer, the
president, the secretary or any two directors.

        Notice shall be given of any special meeting to each director personally
or by telephone, or sent by first-class mail, overnight mail, facsimile
transmission, electronic transmission, courier service or telegram, postage or
charges prepaid, addressed to each director at that director's address as it is
shown on the records of the corporation. If the notice is mailed, it shall be
deposited in the United States mail at least four (4) calendar days before the
time of the holding of the meeting. If the notice is delivered by telegram,
overnight mail or courier, it shall be deemed adequately delivered when the
telegram is delivered to the telegraph company or the notice is delivered to the
overnight mail or courier service company at least forty-eight (48) hours before
such meeting. If by facsimile transmission, electronic transmission, such notice
shall be deemed adequately delivered when the notice is transmitted at least
forty-eight (48) hours before such meeting. If by telephone or hand delivery the
notice shall be given at least forty-eight (48) hours prior to the time set for
the meeting. Any oral notice given personally or by telephone may be
communicated either to the director or to a person at the office of the director
who the person giving the notice has reason to believe will promptly communicate
it to the director. The notice need not specify the purpose or the place of the
meeting, if the meeting is to be held at the principal executive office of the
corporation.

        3.10 QUORUM

        A majority of the authorized number of directors shall constitute a
quorum for the transaction of business, except to adjourn as provided in Section
3.12 of these Bylaws. Every act or decision done or made by a majority of the
directors present at a duly held meeting at which a quorum is present shall be
regarded as the act of the Board, subject to the provisions of the Certificate
and applicable law.


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        A meeting at which a quorum is initially present may continue to
transact business notwithstanding the withdrawal of directors, if any action
taken is approved by at least a majority of the quorum for that meeting.

        3.11 WAIVER OF NOTICE

        Whenever notice is required to be given under any provisions of the
General Corporation Law of Delaware of the Certificate or these Bylaws, a
written waiver thereof, signed by the person entitled to notice, or a waiver by
electronic transmission by the person entitled to notice, whether before or
after the time stated therein, shall be deemed equivalent to notice. Attendance
of a person at a meeting shall constitute a waiver of notice of such meeting,
except when the person attends a meeting for the express purpose of objecting,
at the beginning of the meeting, to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the
directors, or members of a committee of directors, need be specified in any
written waiver of notice or any waiver by electronic transmission unless so
required by the Certificate or these Bylaws.

        3.12 ADJOURNMENT

        A majority of the directors present, whether or not constituting a
quorum, may adjourn any meeting of the Board to another time and place.

        3.13 NOTICE OF ADJOURNMENT

        Notice of the time and place of holding an adjourned meeting of the
Board need not be given unless the meeting is adjourned for more than
twenty-four (24) hours. If the meeting is adjourned for more than twenty-four
(24) hours, then notice of the time and place of the adjourned meeting shall be
given before the adjourned meeting takes place, in the manner specified in
Section 3.9 of these Bylaws, to the directors who were not present at the time
of the adjournment.

        3.14 BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING

        Unless otherwise restricted by the Certificate or these Bylaws, any
action required or permitted to be taken at any meeting of the Board, or of any
committee thereof, may be taken without a meeting if all members of the Board or
committee, as the case may be, consent thereto in writing or by electronic
transmission and the writing(s) or electronic transmission(s) are filed with the
minutes of proceedings of the Board or committee. Such filing shall be in paper
form if the minutes are maintained in paper form and shall be in electronic form
if the minutes are maintained in electronic form.

        3.15 FEES AND COMPENSATION OF DIRECTORS

        Directors and members of committees may receive such compensation, if
any, for their services and such reimbursement of expenses as may be fixed or
determined by resolution of the Board. This Section 3.15 shall not be construed
to preclude any director from serving the corporation in any other capacity as
an officer, agent, employee or otherwise and receiving compensation for those
services.


                                      -11-
<PAGE>

        3.16 APPROVAL OF LOANS TO OFFICERS OR EMPLOYEES

        The corporation may lend money to, or guarantee any obligation of, or
otherwise assist any officer or other employee of the corporation or any of its
subsidiaries, including any officer or employee who is a director of the
corporation or any of its subsidiaries, whenever, in the judgment of the
directors, such loan, guaranty or assistance may reasonably be expected to
benefit the corporation. The loan, guaranty or other assistance may be with or
without interest and may be unsecured, or secured in such manner as the Board
shall approve, including, without limitation, a pledge of shares of stock of the
corporation. Nothing contained in this section shall be deemed to deny, limit or
restrict the powers of guaranty or warranty of the corporation at common law or
under any statute.

        3.17 SOLE DIRECTOR PROVIDED BY CERTIFICATE OF INCORPORATION

        In the event only one director is required by these Bylaws or the
Certificate, then any reference herein to notices, waivers, consents, meetings
or other actions by a majority or quorum of the directors or of a committee of
directors shall be deemed to refer to such notice, waiver, etc., by such sole
director, who shall have all the rights and duties and shall be entitled to
exercise all of the powers and shall assume all the responsibilities otherwise
herein described as given to the Board or to a committee, as applicable.

                                   ARTICLE IV

                                   COMMITTEES

        4.1 COMMITTEES OF DIRECTORS

        The Board may, by resolution adopted by a majority of the authorized
number of directors, designate one (1) or more committees, each consisting of
one (1) or more directors, to serve at the pleasure of the Board. The Board may
designate one (1) or more directors as alternate members of any committee, who
may replace any absent or disqualified member at any meeting of the committee.
The appointment of members or alternate members of a committee requires the vote
of a majority of the authorized number of directors. Any committee, to the
extent provided in the resolution of the Board, shall have and may exercise all
the powers and authority of the Board, but no such committee shall have the
power or authority to (i) approve or adopt or recommend to the stockholders, any
action or matter expressly required by the General Corporation Law of Delaware
to be submitted to stockholders for approval or (ii) adopt, amend or repeal any
bylaw of the corporation.

        4.2 MEETINGS AND ACTION OF COMMITTEES

        Meetings and actions of committees shall be governed by, and held and
taken in accordance with, the following provisions of Article III of these
Bylaws: Section 3.6 (place of meetings; meetings by telephone), Section 3.8
(regular meetings), Section 3.9 (special meetings; notice), Section 3.10
(quorum), Section 3.11 (waiver of notice), Section 3.12 (adjournment), Section
3.13


                                      -12-
<PAGE>

(notice of adjournment) and Section 3.14 (board action by written consent
without a meeting), with such changes in the context of those Bylaws as are
necessary to substitute the committee and its members for the Board and its
members; provided, however, that the time of regular meetings of committees may
be determined either by resolution of the Board or by resolution of the
committee, that special meetings of committees may also be called by resolution
of the Board, and that notice of special meetings of committees shall also be
given to all alternate members, who shall have the right to attend all meetings
of the committee. The Board may adopt rules for the government of any committee
not inconsistent with the provisions of these Bylaws.

        4.3 COMMITTEE MINUTES

        Each committee shall keep regular minutes of its meetings and report the
same to the Board when required.

                                    ARTICLE V

                                    OFFICERS

        5.1 OFFICERS

        The Corporate Officers of the corporation shall be a chief executive
officer, a secretary and a chief financial officer. The corporation may also
have, at the discretion of the Board, a chairman of the Board, a president, one
or more vice presidents (however denominated), one or more assistant
secretaries, one or more assistant treasurers, and such other officers as may be
appointed in accordance with the provisions of Section 5.3 of these Bylaws. Any
number of offices may be held by the same person.

        5.2 ELECTION OF OFFICERS

        The Corporate Officers of the corporation, except such officers as may
be appointed in accordance with the provisions of Section 5.3 or Section 5.5 of
these Bylaws, shall be chosen by the Board, subject to the rights, if any, of an
officer under any contract of employment, and shall hold their respective
offices for such terms as the Board may from time to time determine.

        5.3 SUBORDINATE OFFICERS

        The Board may appoint, or may empower the chief executive officer to
appoint, such other Corporate Officers as the business of the corporation may
require, each of whom shall hold office for such period, have such power and
authority, and perform such duties as are provided in these Bylaws or as the
Board may from time to time determine.

        The chief executive officer may from time to time designate and appoint
Administrative Officers of the corporation in accordance with the provisions of
Section 5.6 of these Bylaws.


                                      -13-
<PAGE>

        5.4 REMOVAL AND RESIGNATION OF OFFICERS

        Subject to the rights, if any, of a Corporate Officer under any contract
of employment, any Corporate Officer may be removed, either with or without
cause, by the Board at any regular or special meeting of the Board or, except in
case of a Corporate Officer chosen by the Board, by any Corporate Officer upon
whom such power of removal may be conferred by the Board.

        Any Corporate Officer may resign at any time by giving written notice to
the corporation. Any resignation shall take effect at the date of the receipt of
that notice or at any later time specified in that notice; and, unless otherwise
specified in that notice, the acceptance of the resignation shall not be
necessary to make it effective. Any resignation is without prejudice to the
rights, if any, of the corporation under any contract to which the Corporate
Officer is a party.

        Any Administrative Officer designated and appointed by the chief
executive officer may be removed, either with or without cause, at any time by
the chief executive officer. Any Administrative Officer may resign at any time
by giving written notice to the chief executive officer or to the secretary of
the corporation.

        5.5 VACANCIES IN OFFICES

        A vacancy in any office because of death, resignation, removal,
disqualification or any other cause shall be filled in the manner prescribed in
these Bylaws for regular appointments to that office.

        5.6 ADMINISTRATIVE OFFICERS

        In addition to the Corporate Officers of the corporation as provided in
Section 5.1 of these Bylaws and such subordinate Corporate Officers as may be
appointed in accordance with Section 5.3 of these Bylaws, there may also be such
Administrative Officers of the corporation as may be designated and appointed
from time to time by the chief executive officer of the corporation.
Administrative Officers shall perform such duties and have such powers as from
time to time may be determined by the chief executive officer or the Board in
order to assist the Corporate Officers in the furtherance of their duties. In
the performance of such duties and the exercise of such powers, however, such
Administrative Officers shall have limited authority to act on behalf of the
corporation as the Board shall establish, including but not limited to
limitations on the dollar amount and on the scope of agreements or commitments
that may be made by such Administrative Officers on behalf of the corporation,
which limitations may not be exceeded by such individuals or altered by the
chief executive officer without further approval by the Board.

        5.7 AUTHORITY AND DUTIES OF OFFICERS

        The officers of the corporation shall respectively have such authority
and powers and perform such duties in the management of the business of the
corporation as may be designated from time to time by the Board.


                                      -14-
<PAGE>

                                   ARTICLE VI

                INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES
                                AND OTHER AGENTS

        6.1 INDEMNIFICATION OF DIRECTORS AND OFFICERS

        The corporation shall, to the maximum extent and in the manner permitted
by the General Corporation Law of Delaware as the same now exists or may
hereafter be amended, indemnify any person against expenses (including
attorneys' fees), judgments, fines, and amounts paid in settlement actually and
reasonably incurred in connection with any threatened, pending or completed
action, suit, or proceeding in which such person was or is a party or is
threatened to be made a party by reason of the fact that such person is or was a
director or officer of the corporation. For purposes of this Section 6.1, a
"director" or "officer" of the corporation shall mean any person (i) who is or
was a director or officer of the corporation, (ii) who is or was serving at the
request of the corporation as a director or officer of another corporation,
partnership, joint venture, trust or other enterprise, or (iii) who was a
director or officer of a corporation which was a predecessor corporation of the
corporation or of another enterprise at the request of such predecessor
corporation.

        The corporation shall be required to indemnify a director or officer in
connection with an action, suit, or proceeding (or part thereof) initiated by
such director or officer only if the initiation of such action, suit, or
proceeding (or part thereof) by the director or officer was authorized by the
Board.

        The corporation shall pay the expenses (including attorney's fees)
incurred by a director or officer of the corporation entitled to indemnification
hereunder in defending any action, suit or proceeding referred to in this
Section 6.1 in advance of its final disposition; provided, however, that payment
of expenses incurred by a director or officer of the corporation in advance of
the final disposition of such action, suit or proceeding shall be made only upon
receipt of an undertaking by the director or officer to repay all amounts
advanced if it should ultimately be determined that the director or officer is
not entitled to be indemnified under this Section 6.1 or otherwise.

        If a claim for indemnification or payment of expenses under this Article
is not paid in full within sixty (60) days after a written claim therefor has
been received by the corporation the claimant may file suit to recover the
unpaid amount of such claim and, if successful in whole or in part, shall be
entitled to be paid the expense of prosecuting such claim. In any such action
the corporation shall have the burden of proving that the claimant was not
entitled to the requested indemnification or payment of expenses under
applicable law.

        The rights conferred on any person by this Article shall not be
exclusive of any other rights which such person may have or hereafter acquire
under any statute, provision of the corporation's Certificate, these Bylaws,
agreement, vote of the stockholders or disinterested directors or otherwise.

        Any repeal or modification of the foregoing provisions of this Article
shall not adversely affect any right or protection hereunder of any person in
respect of any act or omission occurring prior to the time of such repeal or
modification.


                                      -15-
<PAGE>

        6.2 INDEMNIFICATION OF OTHERS

        The corporation shall have the power, to the maximum extent and in the
manner permitted by the General Corporation Law of Delaware as the same now
exists or may hereafter be amended, to indemnify any person (other than
directors and officers) against expenses (including attorneys' fees), judgments,
fines, and amounts paid in settlement actually and reasonably incurred in
connection with any threatened, pending or completed action, suit, or
proceeding, in which such person was or is a party or is threatened to be made a
party by reason of the fact that such person is or was an employee or agent of
the corporation. The corporation's obligation, if any, to indemnify any person
who was or is serving at its request as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust, enterprise or
non-profit entity shall be reduced by any amount such person may collect as
indemnification from such other corporation, partnership, joint venture, trust,
enterprise or non-profit enterprise. For purposes of this Section 6.2, an
"employee" or "agent" of the corporation (other than a director or officer)
shall mean any person (i) who is or was an employee or agent of the corporation,
(ii) who is or was serving at the request of the corporation as an employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, or (iii) who was an employee or agent of a corporation which was a
predecessor corporation of the corporation or of another enterprise at the
request of such predecessor corporation.

        6.3 INSURANCE

        The corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against any liability asserted against him or her and incurred
by him or her in any such capacity, or arising out of his or her status as such,
whether or not the corporation would have the power to indemnify him or her
against such liability under the provisions of the General Corporation Law of
Delaware.

                                   ARTICLE VII

                               RECORDS AND REPORTS

        7.1 MAINTENANCE AND INSPECTION OF RECORDS

        The corporation shall, either at its principal executive office or at
such place or places as designated by the Board, keep a record of its
stockholders listing their names and addresses and the number and class of
shares held by each stockholder, a copy of these Bylaws as amended to date,
accounting books and other records of its business and properties.

        Any stockholder of record, in person or by attorney or other agent,
shall, upon written demand under oath stating the purpose thereof, have the
right during the usual business hours to inspect for any proper purpose the
corporation's stock ledger, a list of its stockholders, and its other books and
records and to make copies or extracts therefrom. A proper purpose shall mean a
purpose reasonably related to such person's interest as a stockholder. In every
instance where an attorney or other agent is the person who seeks the right to
inspection, the demand under oath shall be


                                      -16-
<PAGE>

accompanied by a power of attorney or such other writing that authorizes the
attorney or other agent to so act on behalf of the stockholder. The demand under
oath shall be directed to the corporation at its registered office in Delaware
or at its principal place of business.

        7.2 INSPECTION BY DIRECTORS

        Any director shall have the right to examine the corporation's stock
ledger, a list of its stockholders and its other books and records for a purpose
reasonably related to his or her position as a director.

        7.3 ANNUAL STATEMENT TO STOCKHOLDERS

        The Board shall present at each annual meeting, and at any special
meeting of the stockholders when called for by vote of the stockholders, a full
and clear statement of the business and condition of the corporation.

        7.4 REPRESENTATION OF SHARES OF OTHER CORPORATIONS

        The chairman of the Board, if any, the chief executive officer,
president, any vice president, the chief financial officer, the secretary or any
assistant secretary of this corporation, or any other person authorized by the
Board or the chief executive officer, president or a vice president, is
authorized to vote, represent and exercise on behalf of this corporation all
rights incident to any and all shares of the stock of any other corporation or
corporations standing in the name of this corporation. The authority herein
granted may be exercised either by such person directly or by any other person
authorized to do so by proxy or power of attorney duly executed by such person
having the authority.

        7.5 CERTIFICATION AND INSPECTION OF BYLAWS

        The original or a copy of these Bylaws, as amended or otherwise altered
to date, certified by the secretary, shall be kept at the corporation's
principal executive office and shall be open to inspection by the stockholders
of the corporation, at all reasonable times during business hours.

                                  ARTICLE VIII

                                 GENERAL MATTERS

        8.1 RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING

        For purposes of determining the 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, in advance, a record date, which shall not precede the date
upon which the resolution fixing the record date is adopted and which shall not
be more than sixty (60) days before any such action. In that case, only
stockholders of record at the close of business on the date so fixed are
entitled to receive the dividend, distribution or allotment of rights, or to
exercise such


                                      -17-
<PAGE>

rights, as the case may be, notwithstanding any transfer of any shares on the
books of the corporation after the record date so fixed, except as otherwise
provided by law.

        If the Board does not so fix a record date, then 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 applicable resolution.

        8.2 CHECKS; DRAFTS; EVIDENCES OF INDEBTEDNESS

        From time to time, the Board shall determine by resolution which person
or persons may sign or endorse all checks, drafts, other orders for payment of
money, notes or other evidences of indebtedness that are issued in the name of
or payable to the corporation, and only the persons so authorized shall sign or
endorse those instruments.

        8.3 CORPORATE CONTRACTS AND INSTRUMENTS: HOW EXECUTED

        The Board, except as otherwise provided in these Bylaws, may authorize
and empower any officer or officers, or agent or agents, to enter into any
contract or execute any instrument in the name of and on behalf of the
corporation; such power and authority may be general or confined to specific
instances. Unless so authorized or ratified by the Board or within the agency
power of an officer, no officer, agent or employee shall have any power or
authority to bind the corporation by any contract or engagement or to pledge its
credit or to render it liable for any purpose or for any amount.

        8.4 STOCK CERTIFICATES; TRANSFER; PARTLY PAID SHARES

        The shares of the corporation shall be represented by certificates,
provided that the Board may provide by resolution or resolutions that some or
all of any or all classes or series of its stock shall be uncertificated shares.
Any such resolution shall not apply to shares represented by a certificate until
such certificate is surrendered to the corporation. Notwithstanding the adoption
of such a resolution by the Board, every holder of stock represented by
certificates and, upon request, every holder of uncertificated shares, shall be
entitled to have a certificate signed by, or in the name of the corporation by,
the chairman or vice-chairman of the Board, or the president or vice-president,
and by the treasurer or an assistant treasurer, or the secretary or an assistant
secretary of such corporation representing the number of shares registered in
certificate form. Any or all of the signatures on the certificate may be a
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate 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 or she were such
officer, transfer agent or registrar at the date of issue.

        Certificates for shares shall be of such form and device as the Board
may designate and shall state the name of the record holder of the shares
represented thereby; its number; date of issuance; the number of shares for
which it is issued; a summary statement or reference to the powers,
designations, preferences or other special rights of such stock and the
qualifications, limitations or restrictions of such preferences and/or rights,
if any; a statement or summary of liens, if any; a conspicuous notice of
restrictions upon transfer or registration of transfer, if any; a statement as
to any applicable voting trust agreement; if the shares be assessable, or, if
assessments are collectible by personal action, a plain statement of such facts.


                                      -18-
<PAGE>

        Upon surrender to the secretary or transfer agent of the corporation of
a certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, it shall be the duty of the
corporation to issue a new certificate to the person entitled thereto, cancel
the old certificate and record the transaction upon its books.

        The corporation may issue the whole or any part of its shares as partly
paid and subject to call for the remainder of the consideration to be paid
therefor. Upon the face or back of each stock certificate issued to represent
any such partly paid shares, or upon the books and records of the corporation in
the case of uncertificated partly paid shares, the total amount of the
consideration to be paid therefor and the amount paid thereon shall be stated.
Upon the declaration of any dividend on fully paid shares, the corporation shall
declare a dividend upon partly paid shares of the same class, but only upon the
basis of the percentage of the consideration actually paid thereon.

        8.5 SPECIAL DESIGNATION ON CERTIFICATES

        If the corporation is authorized to issue more than one class of stock
or more than one series of any class, then the powers, the designations, the
preferences and the relative, participating, optional or other special rights of
each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate that the corporation shall
issue to represent such class or series of stock; provided, however, that,
except as otherwise provided in Section 202 of the General Corporation Law of
Delaware, in lieu of the foregoing requirements there may be set forth on the
face or back of the certificate that the corporation shall issue to represent
such class or series of stock a statement that the corporation will furnish
without charge to each stockholder who so requests the powers, the designations,
the preferences and the relative, participating, optional or other special
rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights.

        8.6 LOST CERTIFICATES

        Except as provided in this Section 8.6, no new certificates for shares
shall be issued to replace a previously issued certificate unless the latter is
surrendered to the corporation and canceled at the same time. The Board may, in
case any share certificate or certificate for any other security is lost, stolen
or destroyed, authorize the issuance of replacement certificates on such terms
and conditions as the Board may require; the Board may require indemnification
of the corporation secured by a bond or other adequate security sufficient to
protect the corporation against any claim that may be made against it, including
any expense or liability, on account of the alleged loss, theft or destruction
of the certificate or the issuance of the replacement certificate.

        8.7 TRANSFER AGENTS AND REGISTRARS

        The Board may appoint one or more transfer agents or transfer clerks,
and one or more registrars, each of which shall be an incorporated bank or trust
company--either domestic or foreign--who shall be appointed at such times and
places as the requirements of the corporation may necessitate and the Board may
designate.


                                      -19-
<PAGE>

        8.8 CONSTRUCTION; DEFINITIONS

        Unless the context requires otherwise, the general provisions, rules of
construction and definitions in the General Corporation Law of Delaware shall
govern the construction of these Bylaws. Without limiting the generality of this
provision, as used in these Bylaws, the singular number includes the plural, the
plural number includes the singular, and the term "person" includes both an
entity and a natural person.

                                   ARTICLE IX

                                   AMENDMENTS

        Any of these Bylaws may be altered, amended or repealed by the
affirmative vote of a majority of the members of the Board or, with respect to
bylaw amendments, excluding amendments relating to Sections 2.2, 2.3, 2.10 or
Article VI, placed before the stockholders for approval and except as otherwise
provided herein or required by law, by the affirmative vote of the holders of a
majority of the shares of the corporation's stock entitled to vote, voting as
one class, and with respect to bylaw amendments relating to Sections 2.2, 2.3,
2.10 or Article VI, placed before the stockholders for approval and except as
otherwise provided herein or required by law, by the affirmative vote of the
holders of at least two-thirds of the shares of the corporation's stock entitled
to vote, voting as one class.

        Whenever an amendment or new bylaw is adopted, it shall be copied in the
book of bylaws with the original bylaws, in the appropriate place. If any bylaw
is repealed, the fact of repeal with the date of the meeting at which the repeal
was enacted or the filing of the operative written consent(s) shall be stated in
said book.


                                      -20-
<PAGE>

                              AMENDED AND RESTATED

                                    BYLAWS OF

                                 E.PIPHANY, INC.
                            (A DELAWARE CORPORATION)

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                          <C>
ARTICLE I CORPORATE OFFICES...................................................1

        1.1    REGISTERED OFFICE..............................................1
        1.2    OTHER OFFICES..................................................1

ARTICLE II MEETINGS OF STOCKHOLDERS...........................................1

        2.1    PLACE OF MEETINGS..............................................1
        2.2    ANNUAL MEETING.................................................1
        2.3    SPECIAL MEETING................................................3
        2.4    NOTICE OF STOCKHOLDERS' MEETINGS...............................3
        2.5    MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE...................4
        2.6    QUORUM.........................................................4
        2.7    ADJOURNED MEETING; NOTICE......................................5
        2.8    VOTING.........................................................5
        2.9    WAIVER OF NOTICE...............................................5
        2.10   STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING........5
        2.11   RECORD DATE FOR STOCKHOLDER NOTICE; VOTING.....................5
        2.12   PROXIES........................................................6
        2.13   ORGANIZATION...................................................6
        2.14   LIST OF STOCKHOLDERS ENTITLED TO VOTE; STOCK LEDGER............6
        2.15   NOTICE BY ELECTRONIC TRANSMISSION..............................7

ARTICLE III DIRECTORS.........................................................8

        3.1    POWERS.........................................................8
        3.2    NUMBER OF DIRECTORS............................................8
        3.3    ELECTION AND TERM OF OFFICE OF DIRECTORS.......................8
        3.4    RESIGNATION AND VACANCIES......................................8
        3.5    REMOVAL OF DIRECTORS...........................................9
        3.6    PLACE OF MEETINGS; MEETINGS BY TELEPHONE.......................9
        3.7    FIRST MEETINGS................................................10
        3.8    REGULAR MEETINGS..............................................10
        3.9    SPECIAL MEETINGS; NOTICE......................................10
</TABLE>


                                      -i-
<PAGE>

                                TABLE OF CONTENTS

                                   (CONTINUED)

<TABLE>
<CAPTION>
                                                                               PAGE
                                                                               ----
<S>                                                                            <C>
        3.10   QUORUM............................................................10
        3.11   WAIVER OF NOTICE..................................................11
        3.12   ADJOURNMENT.......................................................11
        3.13   NOTICE OF ADJOURNMENT.............................................11
        3.14   BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING.................11
        3.15   FEES AND COMPENSATION OF DIRECTORS................................11
        3.16   APPROVAL OF LOANS TO OFFICERS OR EMPLOYEES........................12
        3.17   SOLE DIRECTOR PROVIDED BY CERTIFICATE OF INCORPORATION............12

ARTICLE IV COMMITTEES............................................................12

        4.1    COMMITTEES OF DIRECTORS...........................................12
        4.2    MEETINGS AND ACTION OF COMMITTEES.................................12
        4.3    COMMITTEE MINUTES.................................................13

ARTICLE V OFFICERS...............................................................13

        5.1    OFFICERS..........................................................13
        5.2    ELECTION OF OFFICERS..............................................13
        5.3    SUBORDINATE OFFICERS..............................................13
        5.4    REMOVAL AND RESIGNATION OF OFFICERS...............................14
        5.5    VACANCIES IN OFFICES..............................................14
        5.6    ADMINISTRATIVE OFFICERS...........................................14
        5.7    AUTHORITY AND DUTIES OF OFFICERS..................................14

ARTICLE VI INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS....15

        6.1    INDEMNIFICATION OF DIRECTORS AND OFFICERS.........................15
        6.2    INDEMNIFICATION OF OTHERS.........................................16
        6.3    INSURANCE.........................................................16

ARTICLE VII RECORDS AND REPORTS..................................................16

        7.1    MAINTENANCE AND INSPECTION OF RECORDS.............................16
        7.2    INSPECTION BY DIRECTORS...........................................17
        7.3    ANNUAL STATEMENT TO STOCKHOLDERS..................................17
        7.4    REPRESENTATION OF SHARES OF OTHER CORPORATIONS....................17
        7.5    CERTIFICATION AND INSPECTION OF BYLAWS............................17

ARTICLE VIII GENERAL MATTERS.....................................................17

        8.1    RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING.............17
        8.2    CHECKS; DRAFTS; EVIDENCES OF INDEBTEDNESS.........................18
</TABLE>

                                      -ii-
<PAGE>


                                TABLE OF CONTENTS

                                   (CONTINUED)

<TABLE>
<CAPTION>
                                                                             PAGE
                                                                             ----
<S>                                                                          <C>
        8.3    CORPORATE CONTRACTS AND INSTRUMENTS:  HOW EXECUTED.............18
        8.4    STOCK CERTIFICATES; TRANSFER; PARTLY PAID SHARES...............18
        8.5    SPECIAL DESIGNATION ON CERTIFICATES............................19
        8.6    LOST CERTIFICATES..............................................19
        8.7    TRANSFER AGENTS AND REGISTRARS.................................19
        8.8    CONSTRUCTION; DEFINITIONS......................................20

ARTICLE IX AMENDMENTS.........................................................20

</TABLE>


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