Amended And Restated

Amended and Restated


 
                                                                     EXHIBIT 3.4

                              AMENDED AND RESTATED

                                   BYLAWS OF

                                  GENVEC, INC.

                (Amended and Restated as of September 12, 1995)



                                   ARTICLE I

                                    OFFICES
                                    -------

     Section 1.1.    Registered Office and Registered Agent.  The Corporation
                     --------------------------------------                  
shall maintain a registered office and registered agent within the State of
Delaware, which may be changed by the Board of Directors from time to time.

     Section 1.2.    Other Offices.  The Corporation may also have offices at
                     -------------                                           
such other places, within or without the State of Delaware, as the Board of
Directors may from time to time determine.

                                   ARTICLE II

                             STOCKHOLDERS' MEETINGS
                             ----------------------

     Section 2.1.    Place of Stockholders' Meetings.  Meetings of stockholders
                     -------------------------------                           
may be held at such place, either within or without the State of Delaware, as
may be designated by the Board of Directors from time to time.  If no such place
is designated by the Board of Directors, meetings of the stockholders shall be
held at the registered office of the Corporation in the State of Delaware.

     Section 2.2.    Annual Meeting.  A meeting of the stockholders of the
                     --------------                                       
Corporation shall be held in each calendar year, commencing with the year 1993,
at such time as the Board of Directors may determine.

 
     At such annual meeting, there shall be held an election for a Board of
Directors to serve for the ensuing year and until their respective successors
are elected and qualified, or until their earlier resignation or removal.
Subject to the terms of the Corporation's Certificate of Incorporation, the
Board of Directors shall consist of the number of directors determined pursuant
to Section 3.1 hereof, of which the holders of the Corporation's Class A
Convertible Preferred Stock, par value $.01 per share (the "Class A Stock"), the
Corporation's Class B Convertible Preferred Stock, par value $.01 per share (the
"Class B Stock") and the Corporation's Class C Convertible Preferred Stock, par
value $0.01 per share (the "Class C Stock") (the Class A Stock, the Class B
Stock and the Class C Stock being hereinafter collectively referred to as the
"Preferred Stock"), in the aggregate, shall elect at least five directors, of
which Hillman Medical Ventures 1995 L.P. or its successor limited partnership
("Hillman") shall be entitled to elect two such directors and each of Prince
Venture Partners III, L.P. ("Prince III") and Genentech, Inc. ("Genentech")
acting individually and Sierra Ventures IV, L.P. ("Sierra IV") and Sierra
Ventures International IV, L.P. ("Sierra International IV") acting in the
aggregate being entitled to elect one director each; provided, however, that if
                                                     --------  -------         
the ownership of "Preferred Stock" or shares of the common stock of the Company,
par value $0.01 per share (the "Common Stock"), into which such shares of
"Preferred Stock" are converted (collectively, "Securities") by any of
"Hillman," "Prince III" or "Genentech" individually, or of "Sierra IV" and
"Sierra International IV" in the aggregate, ever becomes less than ten percent
(10%) of the "Common Stock" then outstanding, assuming conversion of all
"Preferred Stock" and issuance of the aggregate maximum number of shares of
"Common Stock" issued, delivered or exchanged therefor and irrespective of
whether any such shares of "Common Stock" or "Preferred Stock" are 

                                      -2-

 
conditional or unvested (the "Director Entitlement Threshold"), then on the date
on which the ownership of "Securities" by any of "Hillman," "Prince III" or
"Genentech" individually, or of "Sierra IV" and "Sierra International IV" in the
aggregate, falls below the "Director Entitlement Threshold," such applicable
holder or holders of "Preferred Stock" shall no longer be entitled to elect any
particular director and shall only have such rights to exercise the voting power
of the "Preferred Stock" as are set forth in the Corporation's Certificate of
Incorporation; provided, further, that if the Corporation consummates an
               --------  -------                                        
underwritten public offering of the Corporation's "Common Stock" pursuant to one
or more registration statements filed under the Securities Act of 1933, as
amended (or any successor statute), yielding gross proceeds to the Corporation
of at least $15,000,000 and under which the offering price to the public is
equal to at least $1.50 per share (adjusted for any stock splits, stock
dividends, recapitalizations, mergers, consolidations or similar events
occurring after September 19, 1995) (a "Qualifying Public Offering"), upon the
closing of the "Qualifying Public Offering," the holders of the "Preferred
Stock" shall not be entitled to elect any particular directors and shall have no
other voting rights with respect to the "Preferred Stock" other than as are set
forth in the Corporation's Certificate of Incorporation; and further provided,
                                                             ------- -------- 
that if the director nominated by "Genentech," prior to any "Qualifying Public
Offering" or "Genentech" holding "Securities" in an amount less than the
"Director Entitlement Threshold," is an employee of "Genentech" and if
"Genentech" and the Corporation in good faith and after due and careful
consideration of objective and tangible evidence, agree that the presence of a
"Genentech" employee on the Board substantially, materially and adversely
impedes on an ongoing basis the Corporation's ability to enter into substantial
collaborative agreements with third party biotechnology or pharmaceutical
concerns, then "Genentech" shall be entitled to have an independent individual

                                      -3-

 
acceptable to "Genentech," but not a "Genentech" employee, elected as the
representative of "Genentech" on the Corporation's Board of Directors during the
period, as described above, in which "Genentech" has such right to nominate a
director.

     Section 2.3.   Special Meetings.  Except as otherwise specifically provided
                    ----------------                                            
by law, special meetings of the stockholders may be called at any time:

          (a)  By the Board of Directors; or

          (b)  By the President of the Corporation; or

          (c)  By the holders of record of not less than 20% of all the shares
outstanding and entitled to vote.

     Upon the written request of any person entitled to call a special meeting
and who is entitled to do so under these Bylaws or applicable law, which request
shall set forth the purpose for which the meeting is desired, it shall be the
duty of the Secretary to give prompt written notice of such meeting to be held
at such time as the Secretary may fix, subject to the provisions of Section 2.4
hereof.  If the Secretary shall fail to fix such date and give notice within 10
days after receipt of such request, the person or persons calling the meeting
may do so.

     Section 2.4.   Notice of Meetings and Adjourned Meetings.  Written notice
                    -----------------------------------------                 
stating the place, date and hour of any meeting and, in the case of special
meetings, the purpose or purposes for which the meeting is called, shall be
given not less than 10 nor more than 60 days before the date of the meeting to
each stockholder entitled to vote at such meeting, except as provided in Section
230 of the Delaware General Corporation Law, as amended from time to time (the
"Delaware Code").  Such notice may be given by or at the direction of the person
or persons authorized to call the meeting.

                                      -4-

 
     When a meeting is adjourned to another time or place, notice need not be
given of the adjourned meeting if the time and place thereof are announced at
the meeting at which the adjournment is taken.  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
stockholder of record entitled to vote at the meeting.

     Section 2.5.   Quorum of and Action by Shareholders.
                    ------------------------------------ 

          (a) Unless otherwise provided in the Certificate of Incorporation of
the Corporation (the "Certificate") or in a Bylaw adopted by stockholders, the
presence, in person or by proxy, of stockholders entitled to cast at least a
majority of the votes that all stockholders are entitled to cast on a particular
matter to be acted upon at the meeting shall constitute a quorum, but in no
event shall a quorum consist of less than one-third (1/3) of the shares entitled
to vote at a meeting.  If a meeting cannot be organized because of the absence
of a quorum, those present may, except as otherwise provided by law, adjourn the
meeting to such time and place as they may determine.

          (b) Whenever any corporate action is to be taken by vote of the
stockholders of the Corporation at a duly organized meeting, unless otherwise
provided in the Certificate or the Delaware Code, such corporate action shall be
authorized by a majority of the votes cast at the meeting by the holders of
shares entitled to vote thereon.

          (c) The stockholders present at a duly organized meeting can continue
to do business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum.

                                      -5-

 
          (d) In the case of any meeting for the election of Directors, those
stockholders who attend the second of such adjourned meetings, although less
than a quorum as fixed in this Section, shall nevertheless constitute a quorum
for the purpose of electing Directors.

     Section 2.6.   Voting List; Proxies.  The officer who has charge of the
                    --------------------                                    
stock ledger of the Corporation shall prepare, at least 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.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
10 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 stockholder who is
present.

     Upon the willful neglect or refusal of the Directors to produce such a list
at any meeting for the election of Directors, they shall be ineligible to any
office at such meeting.

     Each stockholder entitled to vote at a meeting of stockholders or to
express consent or dissent to corporate action in writing without a meeting may
authorize another person or persons to act for him by proxy.  All proxies shall
be executed in writing and shall be filed with the Secretary of the Corporation
not later than the day on which exercised.  No proxy shall be voted or acted
upon after three years from its date, unless the proxy provides for a longer
period.

     Except as otherwise specifically provided by law, all matters coming before
the meeting shall be determined by a vote by shares.  All elections of Directors
shall be by written ballot unless 

                                      -6-

 
otherwise provided in the Certificate. Except as otherwise specifically provided
by law, all other votes may be taken by voice unless a stockholder demands that
it be taken by ballot, in which latter event the vote shall be taken by written
ballot.

     Section 2.7.   Informal Action by Stockholders.  Unless otherwise provided
                    -------------------------------                            
in the Certificate, any action required to be taken at any annual or special
meeting of stockholders, or any action which may be taken at any annual or
special meeting of such stockholders, may be taken without a meeting, without
prior notice and without a vote, if a consent in writing, setting forth the
action so taken, shall be signed by the holders of outstanding stock having not
less than the minimum number of votes that would be necessary to authorize or
take such action at a meeting at which all shares entitled to vote thereon were
present and voted.

     Prompt notice of the taking of corporate action without a meeting by less
than unanimous written consent shall be given to those stockholders or members,
who have not consented in writing.

                                  ARTICLE III

                               BOARD OF DIRECTORS
                               ------------------

     Section 3.1.   Number.  The business and affairs of the Corporation shall
                    ------                                                    
be managed by or under the direction of a Board of Directors which shall be
composed of not less than five (5) and not more than twelve (12) Directors, the
precise number to be determined from time to time by the Board of Directors.

     Section 3.2.   Place of Meeting.  Meetings of the Board of Directors may be
                    ----------------                                            
held at such place either within or without the State of Delaware, as a majority
of the Directors may from time to time designate or as may be designated in the
notice calling the meeting.

                                      -7-

 
     Section 3.3.   Regular Meetings.  A regular meeting of the Board of
                    ----------------                                    
Directors shall be held annually, immediately following the annual meeting of
stockholders, at the place where such meeting of the stockholders is held or at
such other place, date and hour as a majority of the newly elected Directors may
designate.  At such meeting the Board of Directors shall elect officers of the
Corporation.  In addition to such regular meeting, a majority of the Board of
Directors shall have the power to fix, by resolution, the place, date and hour
of other regular meetings of the Board to occur at least once a month and to
convene one meeting a month of the company's executive officers.  The Board of
Directors also shall invite the "Primary Investigator" (as defined in that
certain Preferred Stock Purchase Agreement dated as of December 8, 1992, as
Amended and Restated as of May 19, 1993 (as so amended and restated, the
"Purchase Agreement")) to attend any and all meetings of the Board of Directors,
to participate in discussions and express views on matters before the Board, but
without any right to vote; and provided that the "Primary Investigator" shall
                               --------                                      
withdraw from such meeting upon any discussion of the terms of his engagement or
continuing engagement by the Corporation.

     Section 3.4.   Special Meetings.  Special meetings of the Board of
                    ----------------                                   
Directors shall be held whenever ordered by the President, by a majority of the
members of the executive committee, if any, or by a majority of the Directors in
office.  The "Primary Investigator" (as defined in the Purchase Agreement) shall
be invited to attend such special meetings, under the same terms and conditions
as a regular meeting of the Board of Directors as set forth in Section 3.3.

     Section 3.5.   Notices of Meetings of Board of Directors.
                    ----------------------------------------- 

          (a) Regular Meetings.  No notice shall be required to be given of any
              ----------------                                                 
regular meeting, unless the same be held at other than the time or place for
holding such meetings as fixed in 

                                      -8-

 
accordance with Section 3.3, in which event one day's notice shall be given of
the time and place of such meeting.

          (b) Special Meetings.  At least one day's notice shall be given of the
              ----------------                                                  
time, place and purpose for which any special meeting of the Board of Directors
is to be held.

     Section 3.6.   Quorum.  A majority of the total number of Directors shall
                    ------                                                    
constitute a quorum for the transaction of business, and the vote of a majority
of the Directors present at a meeting at which a quorum is present shall be the
act of the Board of Directors.  If there be less than a quorum present, a
majority of those present may adjourn the meeting from time to time and place to
place and shall cause notice of each such adjourned meeting to be given to all
absent Directors.

     Section 3.7.   Informal Action by the Board of Directors.  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 members of the
Board 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 or
committee.

     Section 3.8.   Powers.
                    ------ 

          (a) General Powers.  The Board of Directors shall have all powers
              --------------                                               
necessary or appropriate to the management of the business and affairs of the
Corporation and, in addition to the power and authority conferred by these
Bylaws, may exercise all powers of the Corporation and do all such lawful acts
and things as are not by statute, these Bylaws or the Certificate directed or
required to be exercised or done by the stockholders.

          (b) Specific Powers.  Without limiting the general powers conferred by
              ---------------                                                   
subparagraph (a) above and the powers conferred by the Certificate of
Incorporation and Bylaws of 

                                      -9-

 
the Corporation, it is hereby expressly declared that the Board of Directors
shall have the following powers:

                (i)    To confer upon any officer or officers of the 
Corporation the power to choose, remove or suspend assistant officers, agents 
or servants.

                (ii)   To appoint any person, firm or corporation to accept and
hold in trust for the Corporation any property belonging to the Corporation or
in which it is interested, and to authorize any such person, firm or corporation
to execute any documents and perform any duties that may be requisite in
relation to any such trust.

                (iii)  To appoint a person or persons to vote shares of another
corporation held and owned by the Corporation.

                (iv)   By resolution adopted by a majority of the full Board of
Directors, to designate one or more of its members to constitute an executive
committee which, to the extent provided in such resolution and subject to the
Delaware code, shall have and may exercise the power 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.

                (v)    By resolution passed by a majority of the whole Board of
Directors, to designate one or more additional committees, each to consist of
one or more Directors, to have such duties, powers and authority as the Board of
Directors shall determine.  All committees of the Board of Directors, including
the executive committee, shall have the authority to adopt their own rules of
procedure.  Absent the adoption of specific procedures, the procedures
applicable to the Board of Directors shall also apply to committees thereof.

                (vi)   To fix the place, time and purpose of meetings of
stockholders.

                                      -10-

 
                (vii)  To purchase or otherwise acquire for the Corporation any
property, rights or privileges which the Corporation is authorized to acquire,
at such prices, on such terms and conditions and for such consideration as it
shall from time to time see fit, and, at its discretion, to pay any property or
rights acquired by the Corporation, either wholly or partly in money or in
stocks, bonds, debentures or other securities of the Corporation.

                (viii) To create, make and issue mortgages, bonds, deeds of 
trust, trust agreements and negotiable or transferable instruments and
securities, secured by mortgage or otherwise, and to do every other act and
thing necessary to effectuate the same.

                (ix)   To appoint and remove or suspend such subordinate 
officers, agents or servants, permanently or temporarily, as it may from time to
time think fit, and to determine their duties, and fix, and from time to time
change, their salaries or emoluments, and to require security in such instances
and in such amounts as it thinks fit.

                (x)    To determine who shall be authorized on the 
Corporation's behalf to sign bills, notes, receipts, acceptances, endorsements,
checks, releases, contracts and documents.

     Section 3.9.  Compensation of Directors.  Compensation of Directors and
                   -------------------------                                
reimbursement of their expenses incurred in connection with the business of the
Corporation, if any, shall be as determined from time to time by resolution of
the Board of Directors.

     Section 3.10. Removal of Directors by Stockholders.  Any individual 
                   ------------------------------------
Director may be removed from office without assigning any cause by the
affirmative vote of the holders of a majority of the outstanding shares entitled
to elect such Director. In case any one or more Directors are so removed, new
Directors may be elected at the same time.

                                      -11-

 
     Section 3.11. Resignations.  Any Director may resign at any time by
                   ------------                                         
submitting his written resignation to the Corporation.  Such resignation shall
take effect at the time of its receipt by the Corporation unless another time be
fixed in the resignation, in which case it shall become effective at the time so
fixed.  The acceptance of a resignation shall not be required to make it
effective.

     Section 3.12. Vacancies.  Except as otherwise set forth in the Certificate,
                   ---------                                                    
any vacancies on the Board of Directors, including vacancies resulting from a
removal of Directors under Section 3.10 and newly created directorships
resulting from any increase in the authorized number of Directors, may be filled
by a majority vote of the remaining Directors then in office, although less than
a quorum, or by a sole remaining Director, and each person so elected shall be a
Director until his successor is elected and qualified or until his earlier
resignation or removal.

     Section 3.13. Participation by Conference Telephone.  Directors may
                   -------------------------------------                
participate in regular or special meetings of the Board by telephone or similar
communications equipment by means of which all other persons participating in
the meeting can hear each other, and such participation shall constitute
presence at the meeting.

                                   ARTICLE IV

                                    OFFICERS
                                    --------

     Section 4.1. Election and Office.  The Corporations shall have a President,
                  -------------------                                           
a Secretary and a Treasurer who shall be elected by the Board of Directors.  The
Board of Directors may elect such additional officers as it may deem proper,
including a Chairman and Vice Chairman of the Board of Directors, one or more
Vice Presidents, and one or more assistant or honorary officers.  Any number of
offices may be held by the same person.

                                      -12-

 
     Section 4.2. Term.  The President, Secretary and Treasurer shall each serve
                  ----                                                          
for a term of one year and until their respective successors are chosen and
qualified, unless removed from office by the Board of Directors during their
respective tenures.  The term of office of any other officer shall be as
specified by the Board of Directors.

     Section 4.3. Powers and Duties of the President.  Unless otherwise
                  ----------------------------------                   
determined by the Board of Directors, the President shall have the usual duties
of an executive officer with general supervision over and direction of the
affairs of the Corporation.  In the exercise of these duties and subject to the
limitations set forth in the Delaware Code, these Bylaws, and the actions of the
Board of Directors, the President may appoint, suspend and discharge employees,
agents and assistant officers, fix the compensation of all officers and
assistant officers, shall preside at all meetings of the stockholders at which
he or she shall be present, shall, unless there is a Chairman of the Board of
Directors, preside at all meetings of the Board of Directors and, unless
otherwise specified by the Board of Directors, shall be a member of all
committees.  The President shall also do and perform such other duties as from
time to time may be assigned to him or her by the Board of Directors. Unless
otherwise designated by the Board of Directors, the President shall be the Chief
Executive Officer of the Corporation.

     Section 4.4. Powers and Duties of the Secretary.  Unless otherwise
                  ----------------------------------                   
determined by the Board of Directors, the Secretary shall record all proceedings
of the meetings of the Corporation, the Board of Directors and all committees,
in books to be kept for that purpose, and shall attend to the giving and serving
of all notices for the Corporation.  The Secretary shall have charge of the
corporate seal, the certificate books, transfer books and stock ledgers, and
such other books and papers as the Board of Directors may direct.  The Secretary
shall perform all other duties ordinarily 

                                      -13-

 
incident to the office of Secretary and shall have such other powers and perform
such other duties as may be assigned to him or her by the Board of Directors.

     Section 4.5. Powers and Duties of the Treasurer.  Unless otherwise
                  ----------------------------------                   
determined by the Board of Directors, the Treasurer shall have charge of all the
funds and securities of the Corporation which may come into his or her hands.
When necessary or proper, unless otherwise ordered by the Board of Directors,
the Treasurer shall endorse for collection on behalf of the Corporation checks,
notes and other obligations, and shall deposit the same to the credit of the
Corporation in such banks or depositories as the Board of Directors may
designate and shall sign all receipts and vouchers for payments made to the
Corporation.  The Treasurer shall enter regularly, in books of the Corporation
to be kept by him or her for that purpose, a full and accurate account of all
moneys received and paid by him or her on account of the Corporation.  Whenever
required by the Board of Directors, the Treasurer shall render a statement of
the financial condition of the Corporation.  The Treasurer shall at all
reasonable times exhibit the Corporation's books and accounts to any Director of
the Corporation, upon application at the office of the Corporation during
business hours.  The Treasurer shall have such other powers and shall perform
such other duties as may be assigned to him or her from time to time by the
Board of Directors.

     Section 4.6. Powers and Duties of the Chairman of the Board of Directors.
                  -----------------------------------------------------------  
Unless otherwise determined by the Board of Directors, the Chairman of the Board
of Directors, if any, shall preside at all meetings of Directors and shall serve
ex officio as a member of every committee of the Board of Directors.  The
- -- -------                                                               
Chairman shall have such other powers and perform such further duties as may be
assigned to him or her by the Board of Directors.

                                      -14-

 
     Section 4.7.  Powers and Duties of Vice Presidents and Assistant Officers.
                   -----------------------------------------------------------  
Unless otherwise determined by the Board of Directors, each Vice President and
each assistant officer shall have the powers and perform the duties of his or
her respective superior officer.  Vice Presidents and assistant officers shall
have such rank as shall be designated by the Board of Directors and each, in the
order of rank, shall act for such superior officer in his or her absence or
disability or when so directed by such superior officer or by the Board of
Directors.  Vice Presidents may be designated as having responsibility for a
specific aspect of the Corporation's affairs, in which event each such Vice
President shall be superior to the other Vice Presidents in relation to matters
within his aspect.  The President shall be the superior officer of the Vice
Presidents.  The Treasurer and the Secretary shall be the superior officers of
the Assistant Treasurers and Assistant Secretaries, respectively.

     Section 4.8.  Delegation of Office.  The Board of Directors may delegate 
                   --------------------
the powers or duties of any officer of the Corporation to any other officer or
to any Director from time to time.

     Section 4.9.  Vacancies.  The Board of Directors shall have the power to
                   ---------                                                 
fill any vacancies in any office occurring from whatever reason.

     Section 4.10. Resignations.  Any officer may resign at any time by
                   ------------                                        
submitting his or her written resignation to the Corporation.  Such resignation
shall take effect at the time of its receipt by the Corporation, unless another
time be fixed in the resignation, in which case it shall become effective at the
time so fixed.  The acceptance of a resignation shall not be required to make it
effective.

                                   ARTICLE V

                                 CAPITAL STOCK
                                 -------------

                                      -15-

 
     Section 5.1. Stock Certificates.  Shares of the Corporation shall be
                  ------------------                                     
represented by certificates signed by or in the name of the Corporation by (a)
the Chairman or Vice Chairman of the Board of Directors, the President or a Vice
President, and (b) the Treasurer or an Assistant Treasurer, or the Secretary or
an Assistant Secretary, representing the number of shares registered in
certificate form, and may be countersigned by a transfer agent or registrar
other than the Corporation or its employee.  Any or all of the signatures on the
share certificates may be facsimiles.  In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent or registrar
before such certificate is issued, it may be issued by the Corporation with the
same effect as if he or she were such officer, transfer agent or registrar at
the date of issue.

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

                                      -16-

 
     Section 5.2. Determination of Stockholders of Record.  The Board of
                  ---------------------------------------               
Directors may fix, in advance, a record date to determine the stockholders
entitled to notice of or to vote at any meeting of stockholders 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.  Such date shall not be less than 10 nor more than 60 days
before the date of any such meeting, nor more than 60 days prior to any other
action.

     If no record date is fixed, the record date for determining stockholders
entitled to notice of or to vote at a meeting of stockholders shall be at the
close of business on the day next preceding the day on which notice is given or,
if notice is waived, at the close of business on the day next preceding the day
on which the meeting is held.

     The record date for determining stockholders for any other purpose shall be
at the close of business on the day on which the Board of Directors adopts the
resolution relating thereto.

     A determination of stockholders of record entitled to notice of or to vote
at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.

     Section 5.3. Transfer of Shares.  Except as provided in Section 5.4,
                  ------------------                                     
transfer of shares shall be made on the books of the Corporation only upon
surrender of the share certificate, duly endorsed and otherwise in proper form
for transfer, which certificate shall be cancelled at the time of the transfer;
no transfer of shares shall be made on the books of this Corporation if such
transfer is in violation of a lawful restriction noted conspicuously on the
certificate.

                                      -17-

 
     Section 5.4. Lost, Stolen or Destroyed Share Certificates.  The Corporation
                  --------------------------------------------                  
may issue a new certificate of stock in place of any certificate therefore
issued by it, alleged to have been lost, stolen or destroyed, and the
Corporation may require the owner of the lost, stolen, or destroyed certificate,
or his legal representative to give the Corporation a bond sufficient to
indemnify it against claim that may be made against it on account of the alleged
loss, theft or destruction of any such certificate or the issuance of such new
certificate or uncertificated shares.

                                   ARTICLE VI

                                    NOTICES
                                    -------
     Section 6.1. Contents of Notice.  Whenever any notice of a meeting is
                  ------------------                                      
required to be given pursuant to these Bylaws, the Certificate or otherwise, the
notice shall specify the place, day and hour of the meeting; in the case of a
special meeting or where otherwise required by law, the general nature of the
business to be transacted at such meeting; and any other information required by
the Delaware Code.

     Section 6.2. Method of Notice.  All notices shall be given to each person
                  ----------------                                            
entitled thereto, either personally or by sending a copy thereof by first class
or express mail, postage prepaid, or by telegram (with messenger service
specified), telex or TWX (with answer back received) or courier service, charges
prepaid, or by telecopier, with confirmation of receipt, to such person's
address (or their telex, TWX, telecopier or telephone number) as it appears on
the records of the Corporation, or supplied by such person to the Corporation
for the purpose of notice.  If notice is sent by mail, telegraph or courier
service, it shall be deemed to have been given to the person entitled thereto
when deposited in the United States Mail, with the telegraph office or with the
courier service, as the case may be, for delivery to that person or, in the case
of telex, TWX or telecopier, when dispatched.  

                                      -18-

 
If no address for a stockholder appears on the books of the Corporation and such
stockholder has not supplied the Corporation with an address for the purpose of
notice, notice deposited in the United States Mail addressed to such stockholder
care of General Delivery in the city in which the principal office of the
Corporation is located shall be sufficient.

     Section 6.3. Waiver of Notice.  Whenever notice is required to be given
                  ----------------                                          
under any provision of the Delaware Code, the Certificate or these Bylaws, a
written waiver, signed 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,
Directors, or members of a committee of Directors need be specified in any
written waiver of notice unless so required by the Certificate of Incorporation.

                                  ARTICLE VII

                          INDEMNIFICATION OF DIRECTORS
                          ----------------------------
                         AND OFFICERS AND OTHER PERSONS
                         ------------------------------

     Section 7.1. Indemnification.  The Corporation shall have the power to
                  ---------------                                          
indemnify any Director, officer, employee or agent of the Corporation against
expenses (including attorney's fees), judgments, fines and amounts paid in
settlement, actually and reasonably incurred by him, to the fullest extent now
or hereafter permitted by law in connection with and including, but not limited
to, those instances in which such indemnification, although greater in scope or
degree than that expressly provided by Section 145 of the Delaware Code, as
deemed by a majority of a quorum of 

                                      -19-

 
disinterested Directors (which may consist of only one Director if there is only
one independent Director) or by independent legal counsel, after due
investigation, to be in the best interests of the Corporation, with any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, brought or threatened to be brought
against him or her by reason of his or her performance as a Director, officer,
employee or agent of the Corporation, its parent or any of its subsidiaries, or
in any other capacity on behalf of the Corporation, its parent or any of its
subsidiaries. The Board of Directors by resolution adopted in each specific
instance may similarly indemnify any person other than a Director, officer,
employee or agent of the Corporation for liabilities incurred by him or her in
connection with services rendered by him or her for or at the request of the
Corporation, its parent or any of its subsidiaries.

     The provisions of this Section shall be applicable to all actions, suits or
proceedings commenced after its adoption, whether such arise out of acts or
omissions which occurred prior or subsequent to such adoption and shall continue
as to a person who has ceased to be a Director, officer, employee or agent or to
render services for or at the request of the Corporation or as the case may be,
its parent, or subsidiaries and shall inure to the benefit of the heirs,
executors and administrators of such a person.  The rights of indemnification
provided for herein shall not be deemed exclusive of any other rights to which
any Director, officer, employee or agent of the Corporation may be entitled
under these bylaws, agreement, vote of stockholders or disinterested Directors
or otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a Director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a person.

                                      -20-

 
     Section 7.2. Advances.  Expenses (including attorney's fees) incurred by
                  --------                                                   
any officer or Director in defending any civil, criminal, administrative or
investigative action, suit or proceeding, whether threatened, pending or
completed, may be paid by the Corporation in advance of the final disposition of
such action, suit or proceeding as authorized by the Board of Directors in the
specific case upon receipt of an undertaking, by or on behalf of such Director
or officer, to repay such amount if it shall ultimately be determined that he or
she is not entitled to be indemnified by the Corporation as authorized by law.
Such expenses including attorney's fees incurred by other employees and agents
may be paid upon such terms and conditions, if any, as the Board of Directors
deems appropriate.

     Section 7.3. 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 law.

                                 ARTICLE VIII

                                      SEAL
                                      ----
     The form of the seal of the Corporation, called the corporate seal of the
Corporation, shall be as impressed adjacent hereto.    (Form of Seal)

                                   ARTICLE IX

                                  FISCAL YEAR
                                  -----------

                                      -21-

 
     The Board of Directors shall have the power by resolution to fix the fiscal
year of the Corporation.  If the Board of Directors shall fail to do so, the
President shall fix the fiscal year.

                                   ARTICLE X

                                   AMENDMENTS
                                   ----------

     The original or other Bylaws may be adopted, amended or repealed by the
stockholders entitled to vote thereon at any regular or special meeting or, if
the Certificate of Incorporation so provides, by the Board of Directors.  The
fact that such power has been so conferred upon the Board of Directors shall not
divest the stockholders of the power nor limit their power to adopt, amend or
repeal Bylaws.

                                   ARTICLE XI

                            INTERPRETATION OF BYLAWS
                            ------------------------
     All words, terms and provisions of these Bylaws shall be interpreted and
defined by and in accordance with the Delaware Code.

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