<PAGE>

                          AMENDED AND RESTATED BYLAWS

                                       OF

                           FIRST COASTAL CORPORATION

                     (hereinafter called the "Corporation")



                                   ARTICLE I
                                    OFFICES

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

     Section 2.  Other Offices.  The Corporation may also have offices at such
                 -------------
other places both within and without the State of Delaware as the board of
directors may from time to time determine.


                                   ARTICLE II
                            MEETINGS OF SHAREHOLDERS

     Section 1.  Place of Meetings.  Meetings of shareholders for the election
                 -----------------
of directors or for any other purpose shall be held at such time and place,
either within or without the State of Delaware, as shall be designated from time
to time by the board of directors and stated in the notice of the meeting or in
a duly executed waiver of notice thereof.

     Section 2.  Annual Meetings.  The annual meetings of shareholders shall be
                 ---------------
held at such date and hour as shall be designated from time to time by the board
of directors within thirteen months subsequent to the later of the date of
incorporation or the last annual meeting of shareholders and as shall be stated
in the notice of the meeting, at which meetings the shareholders shall elect by
a plurality vote a board of directors and transact such other business as may
properly be brought before the meeting.  Written notice of the annual meeting
stating the place, date and hour of the meeting shall be given to each
shareholder entitled to vote at such meeting not less than 20 nor more than 50
days before the date of the meeting.  The notice shall also set forth the
purpose or purposes for which the meeting is called.

     Section 3.  Business at Annual Meeting.  At an annual meeting of the
                 --------------------------
shareholders, only such business shall be conducted as shall have been properly
brought before the meeting.  To be properly brought before an annual meeting,
business must be (a) specified in the notice of meeting (or any supplement
thereto) given by or at the direction of the board of directors, (b) otherwise
properly brought before the meeting by or at the direction of the board of
directors, or (c) otherwise properly brought before the meeting by a
shareholder.

     For business to be properly brought before an annual meeting by a
shareholder, the shareholder must have given timely notice thereof in writing to
the secretary of the Corporation.  To be timely, a shareholder's notice must be
delivered to or mailed and received at the principal executive offices of the
Corporation not less than 30 days nor more than 90 days prior to the meeting;
provided, however, that in the event that less than 45 days' notice or prior
public disclosure of the date of the meeting is given or made to shareholders,
notice by the shareholder to be timely must be so received not later than the
close of business on the 15th day following the day on which such notice of the
date of the annual meeting was mailed or such public disclosure was

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made. A shareholder's notice to the secretary shall set forth as to each matter
the shareholder proposes to bring before the annual meeting (a) a brief
description of the business desired to be brought before the annual meeting and
the reasons for conducting such business at the annual meeting, (b) the name and
address, as they appear on the Corporation's books, of the shareholder proposing
such business, (c) the class and number of shares of the Corporation which are
beneficially owned by the shareholder, and (d) any material interest of the
shareholder in such business. No later than the tenth day following the date of
receipt of a shareholder notice pursuant to this Section 3, the chairman of the
board of directors of the Corporation shall, if the facts warrant, determine and
notify in writing the shareholder submitting such notice that such notice was
not made in accordance with the time limits and/or other procedures prescribed
by the bylaws. If no such notification is mailed to such shareholder within such
ten-day period, such shareholder notice containing a matter of business shall be
deemed to have been made in accordance with the provisions of this Section 3.
Notwithstanding anything in these bylaws to the contrary, no business shall be
conducted at an annual meeting except in accordance with the procedures set
forth in this Section 3.

     Section 4.  Special Meetings.  Special meetings of shareholders for any
                 ----------------
purpose may be called only as provided in the Certificate of Incorporation.
Written notice of a special meeting stating the place, date and hour of the
meeting and the purpose or purposes for which the meeting is called shall be
given not less than 20 nor more than 50 days before the date of the meeting to
each shareholder entitled to vote at such meeting.

     Section 5  Quorum.  The holders of one-third of the capital 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 shareholders for the
transaction of business.  If, however, such quorum shall not be present or
represented at any meeting of the shareholders, the shareholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented.  At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
noticed.  If the adjournment is for more than 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 shareholder entitled to vote at the
meeting.

     Section 6.  Voting.  Except as otherwise required by law, the Certificate
                 ------
of Incorporation or these bylaws, any matter brought before any meeting of
shareholders shall be decided by the affirmative vote of the majority of the
votes cast on the matter.  Each shareholder represented at a meeting of
shareholders shall be entitled to cast one vote for each share of the capital
stock entitled to vote thereat held by such shareholder.

     Section 7.  List of Shareholders Entitled to Vote.  The officer of the
                 -------------------------------------
Corporation who has charge of the stock ledger of the Corporation shall prepare
and make, at least ten days before every meeting of shareholders, a complete
list of the shareholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each shareholder and the number
of shares registered in the name of each shareholder.  Such list shall be open
to the examination of any shareholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to the
meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held.  The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any shareholder of the Corporation who is
present.

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     Section 8.  Stock Ledger.  The stock ledger of the Corporation shall be the
                 ------------
only evidence as to who are the shareholders entitled to examine the list
required by Section 7 of this Article II or to vote in person or by proxy at any
meeting of shareholders.

     Section 9.  Proxies.  At all meetings of shareholders, a shareholder may
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vote by proxy executed in writing by the shareholder or his duly authorized
attorney-in-fact.  Proxies solicited on behalf of the board of directors shall
be voted as directed by the shareholder or, in the absence of such direction, as
determined by a majority of the board of directors.  No proxy shall be valid
after three years from its date, unless the proxy provides for a longer period.
A duly executed proxy shall be irrevocable if it states that it is irrevocable
and if, and only as long as, it is coupled with an interest sufficient in law to
support an irrevocable power.

     Section 10.  Voting of Shares in the Name of Two or More Persons.  If
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shares or other securities having voting power stand of record in the names of
two or more persons, whether fiduciaries, members of a partnership, joint
tenants, tenants in common, tenants by the entirety or otherwise, or if two or
more persons have the same fiduciary relationship respecting the same shares,
unless the secretary of the Corporation is given written notice to the contrary
and is furnished with a copy of the instrument or order appointing them or
creating the relationship wherein it is so provided, their acts with respect to
voting shall have the following effect: (1) if only one votes, his act binds
all; (2) if more than one vote, the act of the majority so voting binds all; (3)
if more than one vote, but the vote is evenly split on any particular matter,
each faction may vote the securities in question proportionally, or any person
voting the shares, or a beneficiary, if any, may apply to the Court of Chancery
of the State of Delaware or such other court as may have jurisdiction to appoint
an additional person to act with the persons so voting the shares, which shall
then be voted as determined by a majority of such persons and the person
appointed by the Court.  If the instrument so filed shows that any such tenancy
is held in unequal interests, a majority or even-split for the purposes of this
subsection shall be a majority or even-split in interest.

     Section 11.  Voting of Shares by Certain Holders.  Shares standing in the
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name of another corporation may be voted by any officer, agent or proxy as the
bylaws of such corporation may prescribe, or, in the absence of such provision,
as the board of directors of such corporation may determine.  Shares held by an
administrator, executor, guardian or conservator may be voted by him, but no
trustee shall be entitled to vote shares held by him without a transfer of such
shares into his name.  Shares standing in the name of a receiver may be voted by
such receiver, and shares held by or under the control of a receiver may be
voted by such receiver without the transfer into his name if authority so to do
is contained in an appropriate order of the court or other public authority by
which such receiver was appointed.

     A shareholder whose shares are pledged shall be entitled to vote such
shares unless in the transfer by the pledgor on the books of the Corporation he
has expressly empowered the pledgee to vote thereon, in which case only the
pledgee, or his proxy, may represent such stock and vote thereon.

     Neither treasury shares of its own stock held by the Corporation, nor
shares held by another corporation, if a majority of the shares entitled to vote
for the election of directors of such other corporation are held by the
Corporation, shall be voted at any meeting or counted in determining the total
number of outstanding shares at any given time for purposes of any meeting.

     Section 12.  Inspectors of Election.  In advance of any meeting of
                  ----------------------
shareholders, the board of directors may appoint any persons other than nominees
for office as inspectors of election to act at such meeting or any adjournment
thereof.  If the board of directors so appoints such inspectors, that
appointment shall not be altered at the meeting.  If inspectors of election are
not so appointed, the chairman of the board or the president may, and on the
request of not less than ten percent of the votes represented at the meeting
shall, make such appointments at the meeting.  In case any person

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appointed as inspector fails to appear or fails or refuses to act, the vacancy
may be filled by appointment by the board of directors in advance of the meeting
or by the chairman of the board or the president.

     Unless otherwise prescribed by law, the duties of such inspectors shall
include: determining the number of shares of stock entitled to vote, the voting
power of each share, the shares of stock represented at the meeting, the
existence of a quorum, the authenticity, validity and effect of proxies;
receiving votes, ballots or consents; hearing and determining all challenges and
questions in any way arising in connection with the right to vote; counting and
tabulating all votes or consents; determining the result; and such acts as may
be proper to conduct the election or the vote with fairness to all shareholders.

     Section 13.  Conduct of Meetings.  Annual and special meetings shall be
                  -------------------
conducted in accordance with rules prescribed by the presiding officer of the
meeting, unless otherwise prescribed by law or these bylaws.  The board of
directors shall designate, when present, either the chairman of the board or the
president to preside at such meetings.


                                  ARTICLE III
                                   DIRECTORS

     Section 1.   The number of directors shall be seven.  Directors need not be
residents of the State of Delaware.

     Directors shall be elected only by shareholders at annual meetings of
shareholders, other than the initial board of directors and except as provided
in Section 2 of this Article III in the case of vacancies and newly created
directorships.  Each director elected shall hold office for the term for which
he is elected and until his successor is elected and qualified or until his
earlier resignation or removal; provided, however, that no person of an age 70
years or older shall be eligible for election, reelection, appointment or
reappointment to the board of directors and no director becoming 70 years of age
shall continue to serve as such beyond the earlier of the annual meeting of
shareholders immediately following his attainment of such age or the election of
his successor by the board of directors prior to such annual meeting of
shareholders.

     Section 2.  Classes; Terms of Office; Vacancies.  The board of directors
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shall divide the directors into three classes; and, when the number of directors
is changed, shall determine the class or classes to which the increased or
decreased number of directors shall be apportioned; provided, further, that no
decrease in the number of directors shall affect the term of any director then
in office.  At each annual meeting of shareholders, directors elected to succeed
those whose terms are expiring shall be elected for a term of office to expire
at the third succeeding annual meeting of shareholders and when their respective
successors are elected and qualified; provided, however, that a director elected
by the board of directors pursuant to Section 1 of this Article III to succeed a
director who has attained 70 years of age shall serve until the annual meeting
of shareholders immediately following such election.

     Vacancies and newly created directorships resulting from any increase in
the authorized number of directors may be filled, for the unexpired term, by the
concurring vote of a majority of the directors then in office, whether or not a
quorum, and any director so chosen shall hold office for the remainder of the
full term of the class of directors in which the new directorship was created or
the vacancy occurred and until such director's successor shall have been elected
and qualified.

     Section 3.  Duties and Powers.  The business of the Corporation shall be
                 -----------------
managed by or under the direction of the board of directors which may exercise
all such powers of the Corporation and do all such lawful acts and things as are
not by statute or by the Certificate of Incorporation or

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by these bylaws directed or required to be exercised or done by the
shareholders. The board of directors shall annually elect, from its members, a
chairman of the board who shall preside at its meetings and shall annually
elect, from its members or otherwise, a president.

     Section 4.  Meetings.  The board of directors of the Corporation may hold
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meetings, both regular and special, either within or without the State of
Delaware.  The annual regular meeting of the board of directors shall be held
without other notice than this bylaw immediately after, and at the same place
as, the annual meeting of the shareholders.  Additional regular meetings of the
board of directors may be held with or without notice at such time and at such
place as may from time to time be determined by the board of directors.  Special
meetings of the board of directors may be called by the chairman of the board,
the president or a majority of directors then in office.  Notice thereof stating
the place, date and hour of the meeting shall be given to each director either
by mail or by courier at the address at which the director is most likely to be
reached not less than 48 hours before the date of the meeting, or by telephone
or telegram on 24 hours notice.

     Section 5.  Quorum.  Except as may be otherwise specifically provided by
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law, the Certificate of Incorporation or these bylaws, at all meetings of the
board of directors, a majority of the directors then in office shall constitute
a quorum for the transaction of business and the act of a majority of the
directors present at any meeting at which there is a quorum shall be the act of
the board of directors.  If a quorum shall not be present at any meeting of the
board of directors, the directors present thereat may adjourn the meeting from
time to time, without notice other than announcement at the meeting, until a
quorum shall be present.

     Section 6.  Actions Without Meeting.  Any action required or permitted to
                 -----------------------
be taken at any meeting of the board of directors or of any committee thereof
may be taken without a meeting, if all the members of the board of directors or
committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the board of directors or
committee.

     Section 7.  Meetings by Means of Conference Telephone.  Members of the
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board of directors of the Corporation, or any committee designated by the board
of directors, may participate in a meeting of the board of directors or such
committee by means of a conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and participation in a meeting pursuant to this Section 7 shall constitute
presence in person at such meeting but shall not constitute attendance for the
purpose of compensation pursuant to Section 8 of this Article III.

     Section 8.  Compensation.  The board of directors shall have the authority
                 ------------
to fix the compensation of directors.  The directors may be paid their
reasonable expenses, if any, of attendance at each meeting of the board of
directors and may be paid a reasonable fixed sum for actual attendance at each
meeting of the board of directors.  Directors, as such, may receive a stated
salary for their services.  No such payment shall preclude any director from
serving the Corporation in any other capacity and receiving compensation
therefor.  Members of special or standing committees may be allowed like
compensation for attending committee meetings.

     Section 9.  Interested Directors.  No contract or transaction between the
                 --------------------
Corporation and one or more of its directors or officers, or between the
Corporation and any other corporation, partnership, association, or other
organization in which one or more of its directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the board of directors or committee thereof which
authorizes the contract or transaction, or solely because his or their votes are
counted for such purpose if (i) the material facts as to his or their
relationship or interest and as to the contract or

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transaction are disclosed or are known to the board of directors or the
committee, and the board of directors or committee in good faith authorizes the
contract or transaction by the affirmative votes of a majority of the
disinterested directors, even though the disinterested directors be less than a
quorum; or (ii) the material facts as to his or their relationship or interest
and as to the contract or transaction are disclosed or are known to the
shareholders entitled to vote thereon, and the contract or transaction is
specifically approved in good faith by vote of the shareholders; or (iii) the
contract or transaction is fair as to the Corporation as of the time it is
authorized, approved or ratified by the board of directors, a committee thereof
or the shareholders. Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the board of directors or
of a committee which authorizes the contract or transaction.

     Section 10.  Corporate Books.  The directors may keep the books of the
                  ---------------
Corporation outside of the State of Delaware at such place or places as they may
from time to time determine.

     Section 11.  Presumption of Assent.  A director of the Corporation who is
                  ---------------------
present at a meeting of the board of directors at which action on any matter is
taken shall be presumed to have assented to the action taken unless his dissent
or abstention shall be entered in the minutes of the meeting or unless he shall
file his written dissent to such action with the person acting as the secretary
of the meeting before the adjournment thereof or shall forward such dissent by
registered mail to the secretary of the Corporation within five days after the
date he receives a copy of the minutes of the meeting.  Such right to dissent
shall not apply to a director who voted in favor of such action.

     Section 12.  Resignation.  Any director may resign at any time by sending a
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written notice of such resignation to the chairman of the board or the president
of the Corporation.  Unless otherwise specified therein such resignation shall
take effect upon receipt thereof by the chairman of the board or the president.
More than three consecutive absences from regular meetings of the board of'
directors, unless excused by resolution of the board of directors, shall
automatically constitute a resignation, effective when such resignation is
accepted by the board of directors.

     Section 13.  Nominees.  Only persons who are nominated in accordance with
                  --------
the procedures set forth in this Section 13 shall be eligible for election as
directors.  Nominations of persons for election to the board of directors of the
Corporation may be made at a meeting of shareholders by or at the direction  of
the board of directors or by any shareholder of the Corporation entitled to vote
for the election of directors at the meeting who complies with the notice
procedures set forth in this Section 13.  Such nominations, other than those
made by or at the direction of the board of directors, shall be made pursuant to
timely notice in writing to the secretary of the Corporation.  To be timely, a
shareholder's notice shall be delivered to or mailed and received at the
principal executive offices of the Corporation not less than 30 days nor more
than 90 days prior to the meeting; provided, however, that in the event that
less than 45 days' notice or prior public disclosure of the date of the meeting
is given or made to shareholders, notice by the shareholder to be timely must be
so received not later than the close of business on the 15th day following the
day on which such notice of the date of the meeting was mailed or such public
disclosure was made.  Such shareholder's notice shall set forth (a) as to each
person whom the shareholder proposes to nominate for election or re-election as
a director, (i)  the name, age, business address and residence address of such
person, (ii) the principal occupation or employment of such person, (iii) the
class and number of shares of the Corporation which are beneficially owned by
such person, and (iv) any other information relating to such person that is
required to be disclosed in solicitations of proxies for election of directors,
or is otherwise required, in each case pursuant to Regulation 14A, or any
successor regulation, under the Securities Exchange Act of 1934, as amended
(including without limitation such person's written consent to being named in
the proxy statement as a nominee and to serving as a director if elected) and
(b) as to the shareholder giving notice (i) the name and address, as they appear
on the Corporation's books, of such shareholder and (ii) the class and number of
shares of the Corporation which are beneficially owned by such shareholder.  At
the request of the board of directors, any person nominated by the board of
directors for election as a director shall

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furnish to the secretary of the Corporation that information required to be set
forth in a shareholder's notice of nomination which pertains to the nominee. No
later than the tenth day following the date of receipt of a shareholder
nomination submitted pursuant to this Section 13, the chairman of the board of
directors of the Corporation shall, if the facts warrant, determine and notify
in writing the shareholder making such nomination that such nomination was not
made in accordance with the time limits and/or other procedures prescribed by
the bylaws. If no such notification is mailed to such shareholder within such
ten-day period, such nomination shall be deemed to have been made in accordance
with the provisions of this Section 13. No person shall be eligible for election
as a director of the Corporation unless nominated in accordance with the
procedures set forth in this Section 13.


                                   ARTICLE IV
                         EXECUTIVE AND OTHER COMMITTEES

     Section 1.  Appointment.  The board of directors, by resolution adopted by
                 -----------
a majority of the full board, may designate the chief executive officer and two
or more other directors to constitute an executive committee.  The chairman of
the board shall serve as the chairman of the executive committee, unless a
different director is designated as chairman by the board of directors.  The
designation of any committee pursuant to this Article IV and the delegation of
authority thereto shall not operate to relieve the board of directors, or any
director, of any responsibility imposed by law or regulation.

     Section 2.  Authority.  The executive committee, when the board of
                 ---------
directors is not in session, 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, except to the extent, if any, that
such powers and authority shall be limited by the resolution appointing the
executive committee; and except also that the executive committee shall not have
the power or authority of the board of directors with reference to amending the
Certificate of Incorporation; adopting an agreement of merger or consolidation;
recommending to the shareholders the sale, lease or exchange of all or
substantially all of the Corporation's property and assets; recommending to the
shareholders a dissolution of the Corporation or a revocation of a dissolution;
amending the bylaws of the Corporation; filling a vacancy or creating a new
directorship; or approving a transaction in which any member of the executive
committee, directly or indirectly, has any material beneficial interest; and
unless the resolution or bylaws expressly so provide, the executive committee
shall not have the power or authority to declare a dividend or to authorize the
issuance of stock or securities convertible into or exercisable for stock.

     Section 3.  Tenure.  Subject to the provisions of Section 8 of this Article
                 ------
IV, each member of the executive committee shall hold office until the next
annual regular meeting of the board of directors following his designation and
until his successor is designated as a member of the executive committee.

     Section 4.  Meetings.  Regular meetings of the executive committee may be
                 --------
held without notice at such times and places as the executive committee may fix
from time to time by resolution.  Special meetings of the executive committee
may be called by the chairman of the executive committee, any two members
thereof or the chief executive officer upon not less than 24 hours' notice
stating the place, date and hour of the meeting, which notice may be written or
oral.  Any member of the executive committee may waive notice of any meeting and
no notice of any meeting need be given to any member thereof who attends in
person.  The notice of a meeting of the executive committee need not state the
business proposed to be transacted at the meeting.

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     Section 5.  Quorum.  A majority of the members of the executive committee
                 ------
shall constitute a quorum for the transaction of business at any meeting
thereof, and action of the executive committee must be authorized by the
affirmative vote of a majority of the members present at a meeting at which a
quorum is present.

     Section 6.  Action Without a Meeting.  Any action required or permitted to
                 ------------------------
be taken by the executive committee at a meeting may be taken without a meeting
if a consent in writing, setting forth the action so taken, shall be signed by
all of the members of the executive committee and the writing or writings are
filed with the minutes of the proceedings of the committee.

     Section 7.  Vacancies.  Any vacancy in the executive committee may be
                 ----------
filled by a resolution adopted by a majority of the full board of directors.

     Section 8.  Resignations and Removal.  Any member of the executive
                 ------------------------
committee may be removed at any time with or without cause by resolution adopted
by a majority of the full board of directors.  Any member of the executive
committee may resign from the executive committee at any time by giving written
notice to the chairman of the board or the president of the Corporation.  Unless
otherwise specified therein, such resignation shall take effect upon receipt.
The acceptance of such resignation shall not be necessary to make it effective.

     Section 9.  Procedure.  The executive committee may fix its own rules of
                 ---------
procedure which shall not be inconsistent with these bylaws.  It shall keep
regular minutes of its proceedings and report the same to the full board of
directors for its information at the meeting thereof held next after the
proceedings shall have been taken.

     Section 10.  Other Committees.  The board of directors by resolution shall
                  ----------------
establish an audit committee and a stock option committee, composed in each case
only of directors who are not employees of the Corporation or any subsidiary
thereof.  The board of directors by resolution may also establish such other
committees composed of directors as they may determine to be necessary or
appropriate for the conduct of the business of the Corporation and may prescribe
the duties and powers thereof.


                                   ARTICLE V
                                    OFFICERS

     Section 1.  Positions.  The officers of the Corporation shall include a
                 ---------
president, one or more vice presidents, a secretary and a treasurer, each of
whom shall be elected by the board of directors.  The board of directors may
also designate the chairman of the board as an officer.  The president shall be
the chief executive officer unless the board of directors designates the
chairman of the board as the chief executive officer.  The offices of the
secretary and treasurer may be held by the same person and a vice president may
also be either the secretary or the treasurer.  The board of directors may
designate one or more vice presidents as executive vice president or senior vice
president.  The board of directors may also elect or authorize the appointment
of such other officers as the business of the Corporation may require.  The
officers shall have such authority and perform such duties as the board of
directors may from time to time authorize or determine.  In the absence of
action by the board of directors, the officers shall have such powers and duties
as generally pertain to their respective offices.

     Section 2.  President.  Except to the extent that the board of directors
                 ---------
shall have delegated all or a portion of such authority to the chairman of the
board or one or more other officers, the president, or in his absence a director
or other officer of the Corporation appointed by the board of directors, shall
preside at all meetings of the shareholders, and the president shall have
general

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charge and direction of the business of the Corporation and shall perform such
other duties as are properly required of him by the board of directors, the
certificate of incorporation or these bylaws.

     Section 3.  Vice Presidents.  In the absence of the president or in the
                 ---------------
event of his inability or refusal to act, the vice president (or in the event
there may be more than one vice president, the vice presidents in the order
designated, or in the absence of any designations, then in the order of their
election) shall perform the duties of the president, and, when so acting, shall
have all the powers of and be subject to all the restrictions upon the
president.

     Section 4.  Secretary.  The secretary shall keep the minutes of the
                 ---------
meetings of shareholders and the board of directors and shall give notice of all
such meetings as required by these bylaws.  The secretary shall have custody of
such minutes, the corporate seal and the stock certificate records of the
Corporation, except to the extent some other person is authorized to have
custody and possession thereof by resolution of the board of directors.

     Section 5.  Treasurer.  The treasurer shall keep the fiscal accounts of the
                 ---------
Corporation, including an account of all moneys received or disbursed.

     Section 6.  Election.  The board of directors at its first meeting held
                 --------
after the annual meeting of shareholders shall elect annually the officers of
the Corporation who shall exercise such powers and perform such duties as shall
be set forth in these bylaws and as determined from time to time by the board of
directors; and all officers of the Corporation shall hold office until their
successors are chosen and qualified, or until their earlier resignation or
removal.  Any vacancy occurring in any office of the Corporation shall be filled
by the board of directors.  The salaries of all officers of the Corporation
shall be fixed by the board of directors.

     Section 7.  Removal.  Any officer may be removed by the board of directors
                 -------
whenever in its judgment the best interests of the Corporation will be served
thereby, but such removal, other than for cause, shall be without prejudice to
the contract rights, if any, of the person so removed.

     Section 8.  Voting Securities Owned by the Corporation.  Powers of
                 ------------------------------------------
attorney, proxies, waivers of notice of meeting, consents and other instruments
relating to securities owned by the Corporation may be executed in the name of
and on behalf of the Corporation by the president or any vice president and any
such officer may, in the name of and on behalf of the Corporation, take all such
action as any such officer may deem advisable to vote in person or by proxy at
any meeting of security holders of any corporation in which the Corporation may
own securities and at any such meeting shall possess and may exercise any and
all rights and powers incident to the ownership of such securities and which, as
the owner thereof, the Corporation might have exercised and possessed if
present.  The board of directors may, by resolution, from time to time confer
like powers upon any other person or persons.


                                   ARTICLE VI
                                     STOCK

     Section 1.  Form of Certificates.  Every holder of stock in the Corporation
                 --------------------
shall be entitled to have a certificate signed by or in the name of the
Corporation by (i) the chairman of the board or the president and (ii) by the
secretary or an assistant secretary of the Corporation, representing the number
of shares registered in certificate form.

     Section 2.  Signatures.  Any or all of the signatures on a certificate may
                 ----------
be facsimile.  In case any officer, transfer agent or registrar who has signed
or whose facsimile signature has been placed upon a certificate shall have
ceased to be such officer before such certificate is issued, it may be issued by
the Corporation with the same effect as if he were such officer at the date of
issue.

                                      -9-
<PAGE>

     Section 3.  Lost Certificates.  The president or any vice president may
                 -----------------
direct a new certificate to be issued in place of any certificate theretofore
issued by the Corporation alleged to have been lost, stolen or destroyed, upon
the making of an affidavit of that fact by the person claiming the certificate
of stock to be lost, stolen or destroyed.  When authorizing such issue of a new
certificate, the president or any vice president may, in his discretion and as a
condition precedent to the issuance thereof, require the owner of such lost,
stolen or destroyed certificate, or his legal representative, to advertise the
same in such manner as such officer may require and/or to give the Corporation a
bond in such sum as he may direct as indemnity against any claim that may be
made against the Corporation with respect to the certificate alleged to have
been lost, stolen or destroyed.

     Section 4.  Transfers.  Stock of the Corporation shall be transferable in
                 ---------
the manner prescribed by law and in these bylaws.  Transfers of stock shall be
made on the books of the Corporation only by the person named in the certificate
or by his attorney lawfully constituted in writing and upon the surrender of the
certificate therefor, which shall be cancelled before a new certificate shall be
issued.

     Section 5.  Record Date.  In order that the Corporation may determine the
                 -----------
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or 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 of directors may fix, in advance, a record
date, which shall not be more than 50 days nor less than 20 days before the date
of such meeting, nor more than 50 days prior to any other action.  A
determination of shareholders of record entitled to notice of or to vote at a
meeting of shareholders shall apply to any adjournment of the meeting; provided,
however, that the board of directors may fix a new record date for the adjourned
meeting.

     Section 6.  Beneficial Owners.  The Corporation shall be entitled to
                 -----------------
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and shall not be
bound to recognize any equitable or other claim to or interest in such share or
shares on the part of any other person, whether or not the Corporation shall
have express or other notice thereof, except as otherwise required by law.


                                  ARTICLE VII
                                    NOTICES

     Section 1.  Notices.  Whenever written notice is required by law, the
                 --------
Certificate of Incorporation or these bylaws to be given to any director, member
of a committee or shareholder, such notice may be given by mail, addressed to
such director, member of a committee or shareholder, at his address as it
appears on the records of the Corporation, with postage thereon prepaid, and
such notice shall be deemed to be given at the time when, the same shall be
deposited in the United States mail.  Written notice may also be given
personally or by telegram, telex or cable.

     Section 2.  Waivers of Notice.  Whenever any notice is required by law, the
                 -----------------
Certificate of Incorporation or these bylaws to be given to any director, member
of a committee or shareholder, a waiver thereof in writing, signed by the person
or persons entitled to said notice, whether before or after the time stated
therein, shall be deemed equivalent thereto.

     Attendance of a person at a meeting shall constitute a waiver of notice of
such meeting, except when the person attends a meeting with the express purpose
of objecting, at the beginning of

                                      -10-
<PAGE>

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 shareholders, directors, or
members of a committee of directors need be specified in any other waiver of
notice unless so required by the Certificate of Incorporation or these bylaws.


                                  ARTICLE VIII
                               GENERAL PROVISIONS

     Section 1.  Dividends.  Dividends upon the capital stock of the
                 ---------
Corporation, subject to the provisions of the Certificate of Incorporation and
the laws of the State of Delaware, may be declared by the board of directors at
any regular or special meeting, and may be paid in cash, in property or in
shares of capital stock of the Corporation.

     Subject to the provisions of the General Corporation Law of the State of
Delaware, such dividends may be paid either out of surplus, out of the net
profits for the fiscal year in which the dividend is declared and/or the
preceding fiscal year.

     Section 2.  Disbursements.  All checks or demands for money and notes of
                 -------------
the Corporation shall be signed by such officer or officers or such other person
or persons as the board of directors may from time to time designate.

     Section 3.  Fiscal Year; Annual Audit.  The fiscal year of the Corporation
                 -------------------------
shall end on December 31 of each year.  The Corporation shall be subject to an
annual audit as of the end of its fiscal year by independent public accountants
appointed by and responsible to the board of directors.  The appointment of such
accountants shall be subject to annual ratification by the shareholders.

     Section 4.  Corporate Seal.  The corporate seal shall have inscribed
                 --------------
thereon the name of the Corporation, the year of its organization and the words
"Corporate Seal, Delaware".  The Seal may be used by causing it or a facsimile
thereof to be impressed or affixed or otherwise reproduced.


                                   ARTICLE IX
                                INDEMNIFICATION

     Section 1.  Power to Indemnify in Actions, Suits or Proceedings Other Than
                 --------------------------------------------------------------
Those by or in the Right of the Corporation.  Subject to Section 3 of this
-------------------------------------------
Article IX, the Corporation shall indemnify, to the fullest extent permitted by
applicable law as it presently exists or may hereafter be amended, any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, and any appeal therein, whether
civil, criminal, administrative, arbitrative or investigative (other than an
action by or in the right of the Corporation) by reason of the fact that he is
or was a director, officer, trustee, employee or agent of the Corporation, or is
or was serving at the request of the Corporation as a director, officer,
trustee, employee or agent of another corporation, association, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines, penalties and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding,
and any appeal therein, if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Corporation, and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful.  The termination of any action, suit or
proceeding, and any appeal therein, by judgment, order, settlement, conviction,
or upon a plea of nolo contendere or its equivalent, shall not, of itself,
                  ---------------
create a presumption that the person did not act in good faith and in a manner
which he reasonably

                                      -11-
<PAGE>

believed to be in or not opposed to the best interests of the Corporation, and,
with respect to any criminal action or proceeding, had reasonable cause to
believe that his conduct was unlawful.

     Section 2.  Power to Indemnify in Actions, Suits or Proceedings by or in
                 ------------------------------------------------------------
the Right of the Corporation.  Subject to Section 3 of this Article IX, the
----------------------------
Corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending, or completed action or suit by or in
the right of the Corporation to procure a judgment in its favor by reason of the
fact that he is or was a director, officer, trustee, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, trustee, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against amounts paid in
settlement and expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit, if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the Corporation; provided, however, that
no indemnification shall be made against expenses in respect of any claim, issue
or matter as to which such person shall have been adjudged to be liable to the
Corporation or against amounts paid in settlement unless and only to the extent
that there is a determination (as set forth in Section 3 of this Article IX)
that despite the adjudication of liability or the settlement, but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses or amounts paid in settlement.

     Section 3.  Authorization of Indemnification.  Any indemnification under
                 ---------------------------------
this Article IX (unless ordered by a court) shall be made by the Corporation
only as authorized in the specific case upon a determination that
indemnification of the director, officer, trustee, employee or agent is proper
in the circumstances because such director, officer, trustee, employee or agent
has met the applicable standard of conduct set forth in Section 1 or Section 2
of this Article IX and, if applicable, is fairly and reasonably entitled to
indemnity as set forth in the proviso in Section 2 of this Article IX, as the
case may be.  Such determination shall be made (i) by the directors who were not
parties to such action, suit or proceeding, even though less than a quorum, (ii)
if there are no such directors, or, if such directors so direct, by independent
legal counsel in a written opinion, or (iii) by the shareholders.  To the
extent, however, that a director, officer, trustee, employee or agent of the
Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding described above, or in defense of any claim, issue or
matter therein, he shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection therewith, without
the necessity of authorization in the specific cases.  No director, officer,
trustee, employee or agent of the Corporation shall be entitled to
indemnification in connection with any action, suit or proceeding voluntarily
initiated by such person unless the action, suit or proceeding was authorized by
a majority of the entire board of directors.

     Section 4.  Good Faith Defined.  For purposes of any determination under
                 ------------------
Section 3 of this Article IX, a person shall be deemed to have acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the Corporation, or, with respect to any criminal action or
proceeding, to have had no reasonable cause to believe his conduct was unlawful,
if his action is based on the records or books of account of the Corporation or
another enterprise, or on information supplied to him by the officers of the
Corporation or another enterprise in the course of their duties, or on the
advice of legal counsel for the Corporation or another enterprise or on
information or records given or reports made to the Corporation or another
enterprise by an independent certified public accountant or by an appraiser or
other expert selected with reasonable care by the Corporation or another
enterprise.  The term "another enterprise" as used in this Section 4 shall mean
any other corporation or any association, partnership, joint venture, trust or
other enterprise of which such person is or was serving at the request of the
Corporation as a director, officer, trustee, employee or agent.  The provisions
of this Section 4 shall not be deemed to be exclusive or to limit in any way the
circumstances in which a person may be deemed to have met the applicable
standards of conduct set forth in Sections 1 or 2 of this Article IX, as the
case may be.

                                      -12-
<PAGE>

     Section 5.  Indemnification by a Court.  Notwithstanding any contrary
                 --------------------------
determination in the specific case under Section 3 of this Article IX, and
notwithstanding the absence of any determination thereunder, any director,
officer, trustee, employee or agent may apply to any court of competent
jurisdiction in the State of Delaware for indemnification to the extent
otherwise permissible under Sections 1 and 2 of this Article IX.  The basis of
such indemnification by a court shall be a determination by such court that
indemnification of the director, officer, trustee, employee or agent is proper
in the circumstances because he has met the applicable standards of conduct set
forth in Sections 1 and 2 of this Article IX, as the case may be.  Notice of any
application for indemnification pursuant to this Section 5 shall be given to the
Corporation promptly upon the filing of such application.  Notwithstanding any
of the foregoing, unless otherwise required by law, no director, officer,
trustee, employee or agent of the Corporation shall be entitled to
indemnification in connection with any action, suit or proceeding voluntarily
initiated by such person unless the action, suit or proceeding was authorized by
a majority of the entire board of directors.

     Section 6.   Expenses Payable in Advance.  Expenses incurred in connection
                  ---------------------------
with a threatened or pending action, suit or proceeding may be paid by the
Corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of the director,
officer, trustee, employee or agent to repay such amount if it shall be
determined that he is not entitled to be indemnified by the Corporation as
authorized in this Article IX.

     Section 7.  Contract, Non-exclusivity and Survival of Indemnification.  The
                 ---------------------------------------------------------
indemnification provided by this Article IX shall be deemed to be a contract
between the Corporation and each director, officer, employee and agent who
serves in such capacity at any time while this Article IX is in effect, and any
repeal or modification thereof shall not affect any rights or obligations then
existing with respect to any state of facts then or theretofore existing or any
action, suit or proceeding theretofore or thereafter brought based in whole or
in part upon any such state of facts. Further, the indemnification and
advancement of expenses provided by this Article IX shall not be deemed
exclusive of any other rights to which those seeking indemnification and
advancement of expenses may be entitled under any certificate of incorporation,
bylaw, agreement, contract, vote of shareholders or disinterested directors or
pursuant to the direction (howsoever embodied) of any court of competent
jurisdiction or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office, it being the policy of the
Corporation that, subject to the limitation in Section 3 of this Article IX
concerning voluntary initiation of actions, suits or proceedings,
indemnification of the persons specified in Sections 1 and 2 of this Article IX
shall be made to the fullest extent permitted by law. The provisions of this
Article IX shall not be deemed to preclude the indemnification of any person who
is not specified in Sections 1 or 2 of this Article IX but whom the Corporation
has the power or obligation to indemnify under the provisions of the law of the
State of Delaware.  The indemnification and advancement of expenses provided by,
or granted pursuant to, this Article IX shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer, trustee, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such person.

     Section 8.  Insurance.  The Corporation may purchase and maintain insurance
                 ---------
on behalf of any person who is or was a director, officer, trustee, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, trustee, employee or agent of another corporation,
association, partnership, joint venture, trust or other enterprise against any
liability asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the Corporation would have the
power or the obligation to indemnify him against such liability under the
provisions of this Article IX.

     Section 9.  Meaning of Corporation for Purposes of Article IX.  For
                 -------------------------------------------------
purposes of this Article IX, references to "the Corporation" shall include, in
addition to the resulting corporation, any constituent corporation (including
any constituent of a constituent) absorbed in a consolidation or

                                      -13-
<PAGE>

merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers and employees or agents, so that
any person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation,
association, partnership, joint venture, trust or other enterprise, shall stand
in the same position under the provisions of this Article IX with respect to the
resulting or surviving corporation as he would have with respect to such
constituent corporation if its separate existence had continued.


                                   ARTICLE X
                                   AMENDMENTS

     The board of directors or the shareholders may from time to time amend the
bylaws of the Corporation.  Such action by the board of directors shall require
the affirmative vote of at least two thirds of the directors then in office at a
duly constituted meeting of the board of directors called for such purpose.
Such action by the shareholders shall require the affirmative vote of at least
two thirds of the total votes eligible to be voted at a duly constituted meeting
of shareholders called for such purpose.


                                *  *  *  *  *  *

     The Amended and Restated Bylaws of the Corporation were originally approved
and adopted by the board of directors of the Corporation on July 28, 1994.

     Sections 1 and 3 of ARTICLE IX were amended on December 21, 1994.

     Sections 1 and 3 of ARTICLE III and Section 1 of ARTICLE V were amended
effective as of March 31, 1995.

     Section 1 of ARTICLE III was amended on April 26, 1995.

     Section 1 of ARTICLE III was amended on September 18, 1996.

     Section 1 of ARTICLE III was amended on March 26, 1997.



(Revised 03/26/97)

                                      -14-