sec document

DEF 14A 1 formdef14a01805_10212003.htm sec document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant |X|
Filed by a party other than the Registrant |_|
Check the appropriate box:
|_| Preliminary proxy statement |_| Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
|X| Definitive proxy statement
|_| Definitive additional materials
|_| Soliciting material under Rule 14a-12

NYFIX, INC.
(Name of Registrant as Specified in Its Charter)
--------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:

To our Shareholders:

I am pleased to invite you to attend a special meeting of shareholders of NYFIX,
Inc. at 10:00 a.m., EDT on Tuesday, October 21, 2003 at our corporate
headquarters located at Stamford Harbor Park, 333 Ludlow Street in Stamford,
Connecticut. We have enclosed the formal Notice of Special Meeting, the Proxy
Statement and your proxy voting card.

At the meeting, you will be asked to approve a proposal to change the Company's
state of incorporation from the State of New York to the State of Delaware. The
Proxy Statement more fully describes this proposal.

YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the Special Meeting in
person, we ask you to execute and return your proxy promptly, using the
postage-paid envelope we have provided for your convenience. Also, you may
submit your proxy by telephone or via the Internet if you wish. Please see the
information included on the enclosed proxy card for information on how to vote
by telephone or over the Internet. If you do attend the Special Meeting, you may
withdraw your proxy should you wish to vote in person. You may revoke your proxy
by submitting a subsequent proxy over the telephone or via the Internet or by
attending the Special Meeting and voting in person.

Thank you for you continued support.

Sincerely,

[Image Omitted - LOGO]
Peter Kilbinger Hansen

Chief Executive Officer and Chairman of the Board

NYFIX, INC.
Stamford Harbor Park
333 Ludlow Street
Stamford, CT 06902

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

October 21, 2003
--------------------

To the Shareholders of NYFIX, INC.

NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the
"Meeting") of NYFIX, Inc. (the "Company") will be held on Tuesday, October 21,
2003 at 10:00 A.M., EDT, at Stamford Harbor Park, 333 Ludlow Street, Stamford,
CT 06902 for the following purposes:

1. To approve a proposal to change the Company's state of
incorporation from the State of New York to the State of Delaware by
merging NYFIX, Inc. with and into a newly formed, wholly-owned Delaware
subsidiary; and

2. To consider and act upon such other business as may properly
come before the Meeting or any adjournment thereof.

The Board of Directors has fixed the close of business on September
2, 2003 as the record date for the Meeting. Only shareholders of record of the
Company's common stock on Mellon Investor Services, LLP records at the close of
business on that date are entitled to notice of, and to vote at, the Meeting or
any adjournments thereof.

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN AND RETURN THE
ENCLOSED PROXY IN THE ENVELOPE THAT IS PROVIDED, OR SUBMIT YOUR PROXY BY
TELEPHONE OR VIA THE INTERNET, TO ENSURE THAT YOUR SHARES WILL BE REPRESENTED.
YOU MAY NEVERTHELESS VOTE IN PERSON IF YOU ATTEND THE MEETING.

By Order of the Board of Directors,

Brian D. Bellardo
Secretary

Stamford, Connecticut
September 3, 2003

TABLE OF CONTENTS

Page
----

Q'S AND A'S ABOUT THE MEETING 1

PROXY STATEMENT

GENERAL INFORMATION 4

PROPOSAL NO. 1 - REINCORPORATION IN DELAWARE 5

SECURITY OWNERSHIP 23

STOCKHOLDER PROPOSALS 26

OTHER MATTERS 26

FORM OF AGREEMENT AND PLAN OF MERGER A-1

AMENDED CERTIFICATE OF INCORPORATION OF NYFIX (DELAWARE), INC. B-1

AMENDED BY-LAWS OF NYFIX (DELAWARE), INC. C-1

Q's & A's ABOUT THE MEETING

Q: WHAT WILL TAKE PLACE AT THE SPECIAL MEETING?

A: At our special meeting, you will vote on the business matters listed in
the preceding notice of meeting, namely (1) a proposal to reincorporate
NYFIX, Inc. in Delaware by merging it into a wholly-owned Delaware
subsidiary, and (2) such other business as may properly come before the
meeting or any postponement or adjournment thereof. Management will be
available to answer any questions you may have regarding the
reincorporation proposal.

Q: WHY DOES NYFIX WANT TO CHANGE ITS STATE OF INCORPORATION FROM NEW YORK TO
DELAWARE?

A: NYFIX and our Board of Directors believe that reincorporation in Delaware
would be in the best interests of the Company and its shareholders for a
number of reasons, including the following:

1. Reincorporation in Delaware will permit the Company to enjoy an
added measure of predictability from the comprehensive, modern and
flexible law of the pre-eminent state in the field of corporate
governance.

2. Reincorporation will permit the Company and its nine subsidiaries
and affiliates to benefit from the uniformity of having the same
legal domicile and applicable law for corporate governance issues.

3. Reincorporation will permit the Company to update its organizational
documents, which have remained substantially unchanged for almost 50
years and have not been updated to reflect intervening changes in
the law relating to how corporations can be governed.

4. Reincorporation in Delaware will better permit the Company to
attract and retain high-quality, independent outside directors, many
of whom may well have served as directors of Delaware corporations
and may prefer uniformity in the law applied to how corporations are
to be governed, including their obligations as directors.

Please see pages 6 through 23 for our discussion of the reincorporation
proposal.

Q: WHO CAN VOTE?

A: Shareholders who were record holders at the close of business on
September 2, 2003 are entitled to vote their shares of the Company's
common stock held on that date. Each share of common stock outstanding on
that date is entitled to one vote. As of September 2, 2003, there were
outstanding and entitled to vote at the meeting 31,274,738 shares of the
Company's common stock.

Q: HOW CAN I VOTE IF I CANNOT COME TO THE MEETING?

A: Whether or not you are able to attend the meeting, you may vote your
shares by completing, signing and dating the accompanying proxy card and
returning it in the prepaid envelope, or by submitting your proxy by

telephone or via the Internet. If you do not mark any selections but
return the card signed, your shares will be voted by your proxy (Mark R.
Hahn, our Chief Financial Officer, and Brian Bellardo, our Corporate
Secretary and General Counsel) in favor of the proposal to change the
Company's state of incorporation. If you are a street-name shareholder,
you will receive instructions from your bank, broker or other nominee
describing how to vote your stock. If you attend the meeting, you may
vote in person.

Q: CAN I CHANGE MY MIND AFTER VOTING?

A: Yes, you may revoke your proxy before the meeting by writing to our
Secretary stating that you wish to revoke your proxy or by sending
another executed proxy card, bearing a later date, to our Secretary. You
also may revoke your proxy by submitting a subsequent proxy over the
telephone or via the Internet, or by attending the annual meeting and
voting in person.

Q: WHO WILL COUNT THE VOTE?

A: Representatives of Mellon Investor Services, LLC will tabulate the votes
and act as inspectors of election.

Q: WHAT CONSTITUTES A QUORUM FOR THE MEETING?

A: A quorum is the presence, in person or by proxy, of shareholders holding
a majority of the shares of NYFIX common stock entitled to vote at the
meeting. Abstentions and broker non-votes (which can occur if a "street
name" holder does not provide his or her broker with voting instructions)
are counted towards a quorum.

Q: HOW MANY VOTES ARE NEEDED TO APPROVE THE PROPOSAL?

A: The affirmative vote of at least two-thirds of the shares of NYFIX common
stock outstanding on September 2, 2003, in person or by proxy, and
entitled to vote is needed to approve the proposal to change the
Company's state of incorporation. Abstentions and broker non-votes will
count as votes against the proposal.

Q: WHO IS SOLICITING MY VOTE AND WHO PAYS THE COST?

A: Our board of directors is soliciting your proxy. In addition, Mellon
Investor Services, LLC has been retained to assist us in the solicitation
of votes at a cost of approximately $25,000 to $30,000, excluding
out-of-pocket expenses. Proxies also may be solicited personally, by
mail, by telephone, or otherwise by our directors, officers and other
employees, without additional compensation. We will also pay the cost of

preparing, assembling and mailing the proxy materials and will reimburse
banks, brokerage firms, custodians, nominees and fiduciaries for their
reasonable expenses in sending proxy materials to the beneficial owners
of the Company's common stock.

Q: HOW CAN I GET MORE INFORMATION ABOUT NYFIX?

A: You can find more information about NYFIX or may obtain copies of SEC
filings by visiting our web site at www.nyfix.com.

SEPTEMBER 3, 2003 PROXY STATEMENT

-----------------------

NYFIX, INC.
Stamford Harbor Park
333 Ludlow Street
Stamford, CT 06902

-----------------------

SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON TUESDAY, OCTOBER 21, 2003

GENERAL INFORMATION

This Proxy Statement and the accompanying Notice of Special Meeting
of Shareholders and proxy card are being furnished to shareholders of NYFIX,
Inc., a New York corporation ("NYFIX" or the "Company"), in connection with the
solicitation of proxies by the Board of Directors of the Company (the "Board of
Directors"), for use at a Special Meeting of Shareholders (the "Meeting") to be
held on October 21, 2003 at 10:00 A.M., EDT, at our corporate headquarters
located at Stamford Harbor Park, 333 Ludlow Street, Stamford, CT 06902, and at
any adjournment or postponement thereof. These proxy materials are being sent on
or about September 8, 2003, to our shareholders entitled to vote at the Meeting.

The Special Meeting has been called to (1) approve the
reincorporation of the Company in the State of Delaware and (2) consider and act
upon such other business as may properly come before the Meeting or any
adjournment or postponement thereof.

PROXIES AND VOTING RIGHTS

Only shareholders of record at the close of business on September 2,
2003 (the "Record Date") are entitled to notice of and to vote at the Meeting.
The Company's voting securities issued and outstanding on the Record Date
consisted of 31,274,738 shares ("Shares") of Common Stock, entitling the holders
thereof to one vote per Share. The Company had no other class of voting
securities outstanding on the Record Date. The presence at the Meeting in person
or by proxy of a majority of the votes of Shares entitled to vote is required
for a quorum.

Approval of the proposal to reincorporate the Company in the State
of Delaware requires the affirmative vote of two-thirds of the voting power of
the shares of the Common Stock outstanding on the Record Date and entitled to
vote, in person or by proxy, on such proposal. There are no rights of appraisal
or similar rights of dissenters with respect to any of the matters to be acted
upon at the Meeting.

Broker "non-votes" and the Shares as to which a shareholder abstains
are included for purposes of determining whether a quorum of Shares is present
at a meeting. A broker "non-vote" occurs when a nominee holding Shares for a
beneficial owner does not vote on a particular proposal because the nominee does
not have discretionary voting power with respect to that item and has not
received instructions from the beneficial owner. Broker "non-votes" and
abstentions have the same effect as votes against the proposal to reincorporate

the Company in the State of Delaware since such proposal requires an affirmative
vote of two-thirds of the voting power of the shares of Common Stock outstanding
on the Record Date and entitled to vote, in person or by proxy, on such
proposal.

All proxies delivered pursuant to this solicitation may be revoked
by the person executing the same at any time prior to the time they are voted. A
proxy may be revoked by notice in writing received by us, addressed Attention:
Secretary, by execution of a subsequent proxy, by submitting a subsequent proxy
over the telephone or via the Internet, or by attending and voting in person at
the Meeting. Attendance at the Meeting will not automatically revoke the proxy.
If not revoked, the Shares represented thereby will be voted at the Meeting or
at any adjournment thereof. All proxies will be voted in accordance with the
instructions specified thereon. If no specification is indicated on the proxy,
the Shares represented thereby will be voted (1) FOR reincorporation of the
Company in the State of Delaware; and (2) at the discretion of the proxy
holders, on any other matters that may properly come before the Meeting.

All expenses in connection with the solicitation will be borne by
us. We have retained the services of Mellon Investor Services, LLP to assist in
the solicitation of proxies, who will receive a fee from us for services
rendered of approximately $25,000 to $30,000, plus out-of-pocket expenses. In
addition to solicitation of proxies by mail and by Mellon Investor Services, LLP
for a fee, our regular employees or representatives may also solicit proxies by
telephone, telegraph or in person, without additional compensation. We will,
upon request, reimburse brokerage houses and persons holding Shares in the names
of their nominees for their reasonable expenses in sending proxy material to
their principals.

PROPOSAL NO. 1 - REINCORPORATION IN DELAWARE

GENERAL

The Board of Directors has approved and recommends to the
Shareholders a proposal to change our state of incorporation from the State of
New York to the State of Delaware.

If our shareholders approve reincorporation, we will make the change
by merging our current company, NYFIX, Inc., into a Delaware corporation, NYFIX
(Delaware), Inc. ("NYFIX (Delaware)"). Finally, we will change the name of NYFIX
(Delaware) to our current company's name, NYFIX, Inc.

The merger will not involve any change in the business, properties,
corporate headquarters or management of NYFIX. The directors and officers of
NYFIX immediately prior to reincorporation will serve as the directors and
officers of NYFIX (Delaware) following the reincorporation.

After the merger, NYFIX, the New York corporation, will cease to
exist, and NYFIX (Delaware), a wholly-owned subsidiary that we have established
for the purpose of merger and reincorporation, will be the surviving
corporation. NYFIX (Delaware) will succeed to all of the operations, own all of
the assets and assume all of the obligations of NYFIX. All of the Company's
employee benefit plans, including the Amended and Restated 1991 Incentive and
Nonqualified Stock Option Plan of NYFIX, Inc., the 1999 Stock Option Plan of
Javelin Technologies, Inc. and the 2001 Stock Option Plan of NYFIX, Inc. (the
"Plans"), will be continued by NYFIX (Delaware) following the reincorporation.

When the merger becomes effective, each outstanding share of NYFIX's
Common Stock will be automatically converted into one share of the common stock
of NYFIX (Delaware). At the same time, each outstanding option, right or warrant
to acquire shares of NYFIX Common Stock or NYFIX Series A Preference Stock will

be converted into an option, right or warrant to acquire an equal number of
shares of NYFIX (Delaware) common stock or NYFIX (Delaware) Series A Preference
Stock, as the case may be, under the same terms and conditions as the original
options, rights or warrants.

A copy of the form of the merger agreement approved by our Board of
Directors and by NYFIX (Delaware) (the "Merger Agreement") is attached as
Appendix A. The Merger Agreement assumes shareholder approval of this Proposal
No. 1, and that approval likewise will constitute approval of the Merger
Agreement.

PURPOSE OF MERGER AND REINCORPORATION

Summary: The purpose of the merger is to change the legal domicile
of NYFIX from New York to Delaware. The Board of Directors believes that this
change in the domicile would be in the best interests of NYFIX and its
shareholders for a number of reasons, including the following:

DISCUSSION:

Incorporated and headquartered in New York in 1955, the Company
principally operated in the fields of stereotronics, electronics and solid state
physics. In 1991, Peter K. Hansen, our Chairman and CEO, and others acquired the
Company. He dramatically changed and expanded the Company's activities, moving
its headquarters and operations to Connecticut and later adopting NYFIX as the
Company name to more closely reflect the Company's business of providing trading
technology based on the FIX protocol to NYSE brokers and specialists and
ultimately to a larger segment of financial institutions worldwide. The Company
formed and acquired a number of subsidiaries and affiliates, with operations in
Connecticut, Illinois, California, England and Spain, as well as New York. The
Company has acquired interests in seven subsidiaries or affiliates that are
Delaware entities, one Illinois corporation and one New York limited liability
company.

Since the Company's corporate structure and business have expanded
far beyond New York, the Company recently began to consider whether changes in
its corporate documents were appropriate. The Company has not fundamentally

updated its corporate documents in almost fifty years to reflect intervening
changes in how corporations can be governed. As part of this process, the
Company has concluded that reincorporation in Delaware, where the overwhelming
majority of its subsidiaries and affiliates are already chartered, was
preferable to merely updating its New York certificate of incorporation. The
Company also intends that its two non-Delaware subsidiaries become Delaware
entities.

Historically, Delaware has followed a policy of encouraging
incorporation in that state and, in furtherance of that policy, has adopted
comprehensive, modern and flexible corporate laws that are updated and revised
regularly in response to the legal and business needs of corporations organized
under its laws. Because of these efforts, many corporations initially choose
Delaware for their domicile or subsequently reincorporate there in a manner
similar to that proposed by the Company. Because of Delaware's preeminence as
the state of incorporation for many major corporations, both Delaware's
legislature and its courts have demonstrated an ability and willingness to act
quickly to meet changing business needs. The Delaware courts have developed
considerable expertise in dealing with corporate issues and a substantial body
of case law, establishing public policies with respect to corporate legal
affairs. Delaware has a more highly developed body of corporate case law than
does New York, and this case law advantage gives Delaware corporate law an added
measure of predictability that is useful in a judicial system based largely on
precedent. These factors often provide the directors and management of Delaware
corporations with greater certainty and predictability in managing the affairs
of the corporation.

The Board of Directors believes that reincorporation from New York
to Delaware will enhance the Company's ability to attract and retain qualified
members of the Board of Directors as well as encourage directors to continue to
make independent decisions in good faith on behalf of the Company. Four of the
Company's five Board members are outside, independent directors. One joined the
Board this year. Collectively, the four outside directors bring the Company an
important depth of business experience that includes service in top management
and director positions in other companies. Those individuals in whom the Company
has had and could have the most interest in attracting for and retaining on its
Board have become familiar with Delaware corporate governance law and prefer
uniformity in the law applied to judge their fiduciary obligations.

EFFECTIVENESS OF MERGER AND REINCORPORATION

If shareholders approve the merger and reincorporation, the Company
intends to file a Certificate of Merger with the Secretary of State of the State
of New York and a Certificate of Ownership and Merger with the Secretary of
State of the State of Delaware. The merger and reincorporation will then be
effective. The Board of Directors intends that the reincorporation occur as soon
as practicable following the Special Meeting. Nonetheless, the Merger Agreement
allows the Board of Directors to abandon, postpone or change the merger, either
before or after shareholder approval, if the Board of Directors deems such
action advisable. However, any material change in the Merger Agreement would
require further approval by holders of at least two-thirds of the NYFIX Common
Stock outstanding.

At the time the merger becomes effective, the Restated Certificate
of Incorporation of NYFIX (Delaware), attached as Appendix B, the Amended Bylaws
of NYFIX (Delaware), attached as Appendix C, and the Delaware General
Corporation Law ("Delaware Law") will govern shareholder rights. See
"Significant Changes Caused by Reincorporation" below.

AUTOMATIC CONVERSION OF STOCK ON A ONE-FOR-ONE BASIS

Upon reincorporation, NYFIX shareholders will automatically become
shareholders of NYFIX (Delaware). Each outstanding share of NYFIX Common Stock
will automatically convert into one share of common stock of NYFIX (Delaware).

In addition, each outstanding option, right or warrant to acquire
shares of NYFIX Common Stock or Series A Preference Stock will be converted into
an option, right or warrant to acquire an equal number of shares of common stock
or Series A Preference Stock of NYFIX (Delaware), under the same terms and
conditions as the original options, rights or warrants.

NO ACTION REQUIRED FROM YOU REGARDING NYFIX STOCK CERTIFICATES

After reincorporation, Shareholders need not exchange their stock
certificates for NYFIX (Delaware) stock certificates. Stock certificates
representing NYFIX shares will automatically represent an equal number of NYFIX
(Delaware) shares. SHAREHOLDERS SHOULD NOT DESTROY THEIR OLD CERTIFICATES AND
SHOULD NOT SEND THEIR OLD CERTIFICATES TO NYFIX OR NYFIX'S TRANSFER AGENT,
EITHER BEFORE OR AFTER REINCORPORATION. After reincorporation, shareholders may
continue to make sales or transfers using their pre-merger stock certificates.
NYFIX (Delaware) will issue new certificates representing shares of NYFIX
(Delaware) common stock for transfers occurring after the reincorporation. On
request, NYFIX (Delaware) will issue new certificates to anyone who holds
pre-merger stock certificates, subject to normal stock transfer requirements,
including proper endorsement, any required signature guarantee and payment of
applicable taxes.

NO CHANGE IN TRANSFERABILITY OF SHARES

Shareholders whose shares of Common Stock were freely tradable
before reincorporation will own shares of NYFIX (Delaware) that are freely
tradable after reincorporation.

Shareholders holding pre-merger NYFIX shares with transfer
restrictions will hold post-merger shares of NYFIX (Delaware) that have the same
restrictions. For purposes of Rule 144 under the Securities Act of 1933, those
who hold NYFIX (Delaware) shares will be deemed to have acquired those shares on
the date they originally acquired their corresponding pre-merger NYFIX shares.

The Company expects that, after reincorporation, NYFIX (Delaware),
renamed as NYFIX, Inc., will be a publicly held company and its shares of common
stock, like those of NYFIX before it, will be traded on the Nasdaq Stock
Market's National Market, as long as such shares qualify for trading. NYFIX
(Delaware) will also file with the Securities and Exchange Commission and
provide to its stockholders the same types of information that NYFIX has
previously filed and provided.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES OF REINCORPORATION

PLEASE READ THE DISCLAIMERS THAT FOLLOW THE DISCUSSION IN THE FIRST
PARAGRAPH.

DISCUSSION: The Company intends the reincorporation to be a tax-free
reorganization under the Internal Revenue Code (the "Code"). Assuming the
reincorporation qualifies as a reorganization, the holders of NYFIX Common Stock
will not recognize any gain or loss under the Federal tax laws as a result of
the occurrence of the reincorporation, and neither will NYFIX or NYFIX
(Delaware). Each holder will have the same basis in the common stock of NYFIX
(Delaware) received as a result of the reincorporation as that holder has in the
corresponding NYFIX Common Stock held at the time the reincorporation occurs.
Each shareholder's holding period with respect to the common stock of NYFIX

(Delaware) will include the period during which that holder held the
corresponding NYFIX Common Stock, provided the latter was held as a capital
asset at the time the reincorporation occurs.

DISCLAIMERS:

We have discussed solely U.S. federal income tax consequences and
have done so only for general information. We do not claim to have presented a
complete analysis of all potential tax consequences that may apply to a
shareholder.

We have set forth the principal U.S. federal income tax consequences
of the reincorporation to NYFIX shareholders who hold their shares as a capital
asset. We did not address all of the federal income tax consequences that may be
relevant to particular shareholders based upon individual circumstances or to
shareholders who are subject to special rules (e.g., financial institutions,
tax-exempt organizations, insurance companies, dealers in securities, foreign
holders or holders who acquired their shares as compensation, whether through
employee stock options or otherwise). We did not address the tax consequences
under state, local or foreign laws.

We based our discussion on the Code, laws, regulations, rulings and
decisions in effect as of the date of this proxy statement, all of which are
subject to differing interpretations and change, possibly with retroactive
effect. We have neither requested nor received a tax opinion from legal counsel
or rulings from the Internal Revenue Service regarding the consequences of
reincorporation. There can be no assurance that future legislation, regulations,
administrative rulings or court decisions would not alter the consequences we
discussed above.

You should consult your own tax advisor to determine the particular
tax consequences to you of the reincorporation, including the applicability and
effect of federal, state, local, foreign and other tax laws.

ACCOUNTING TREATMENT

In accordance with generally accepted accounting principles, NYFIX
expects to account for the merger as a reorganization of entities under common
control and record it at historical cost. The Company does not expect that the
occurrence of the merger will have a material effect on its financial position,
results of operations or cash flows.

REGULATORY APPROVALS

The Company does not expect the merger to occur until it has all
required consents of governmental authorities, including the filing of a
Certificate of Ownership and Merger with the Secretary of State of the State of
Delaware and the filing of a Certificate of Merger with the Secretary of State
of the State of New York.

SIGNIFICANT CHANGES CAUSED BY REINCORPORATION

In general, the Business Corporation Law of New York (the "New York
Law"), the NYFIX certificate of incorporation, as amended, filed in New York
(the "NYFIX New York Certificate of Incorporation"), and the NYFIX bylaws
adopted pursuant to New York Law (the "New York Bylaws") currently govern
NYFIX's corporate affairs. NYFIX has the NYFIX New York Certificate of

Incorporation and the New York Bylaws available for inspection during business
hours at its principal executive offices in Stamford, Connecticut. You may
obtain copies by writing to the Company at NYFIX, Inc., Stamford Harbor Park,
333 Ludlow Street, Stamford, CT 06902, Attention: Secretary. If shareholders
approve the reincorporation proposal, NYFIX will merge into, and its business
will be continued by, NYFIX (Delaware).

Following the merger, Delaware Law, rather than New York Law, will
control issues of corporate governance and control. The restated certificate of
incorporation of NYFIX (Delaware) (the "NYFIX (Delaware) Certificate of
Incorporation") and the bylaws of NYFIX (Delaware) (the "Delaware Bylaws"),
attached as Appendices B and C, respectively, will, in effect, replace the NYFIX
New York Certificate of Incorporation and the New York Bylaws. Accordingly, the
differences among these documents and between New York Law and Delaware Law are
relevant to your decision whether to approve the merger and reincorporation.

We discuss below certain differences between New York Law and
Delaware Law and between the various organizational documents that the Company,
with the advice of counsel, considers to be significant. Many provisions of
Delaware Law and New York Law may be subject to differing interpretations, and
our interpretations offered in this proxy statement may be incomplete in certain
respects. Our discussion is no substitute for direct reference to the statutes
themselves or for professional guidance as to how to interpret them. In
addition, we qualify our discussion in its entirety by reference to Delaware
Law, New York Law, applicable case law, and the organizational documents of each
of the companies. We request that shareholders read the following discussion in
conjunction with the Merger Agreement, the NYFIX (Delaware) Certificate of
Incorporation and the Delaware Bylaws, attached to this proxy statement.

A person who owns stock is referred to as a "shareholder" under New
York Law and as a "stockholder" under Delaware Law. We use both terms
interchangeably, with the same meaning.

SHARES OF CAPITAL STOCK

SUMMARY: The same number of shares of common stock and Series A
Preference Stock will be authorized, issued and outstanding before and after
reincorporation.

DISCUSSION:

NYFIX (Delaware) will not issue any shares of capital stock in
connection with the reincorporation, other than the shares into which shares of
NYFIX Common Stock will convert, as reflected on the books of the Company's
transfer agent. As we mentioned above, no additional stock certificates will be
issued to shareholders because of the occurrence of the merger and
reincorporation.

The NYFIX New York Certificate of Incorporation authorizes
60,000,000 shares of NYFIX Common Stock, of which 31,274,738 shares are issued
and outstanding as of September 2, 2003. The NYFIX (Delaware) Certificate of
Incorporation will also authorize 60,000,000 shares of common stock of NYFIX
(Delaware).

In addition, the NYFIX New York Certificate of Incorporation
authorizes 5,000,000 shares of preferred stock, of which 100,000 are designated
as Series A Preference Stock. No shares of Series A Preference Stock are issued
or outstanding. The NYFIX (Delaware) Certificate of Incorporation will also
authorize 5,000,000 shares of NYFIX (Delaware) preferred stock, of which 100,000

shares will be designated as Series A Preference Stock. NYFIX (Delaware) will
have no shares of Series A Preference Stock issued or outstanding as of the time
of the merger and reincorporation.

Under both the New York Certificate and the Delaware Certificate,
the Board of Directors may authorize the issuance of preferred stock as the
Board of Directors may determine. Under the NYFIX New York Certificate of
Incorporation, the Board of Directors has the authority to determine the series,
privileges, preferences and voting powers of any series of the preferred stock.
Under the NYFIX (Delaware) Certificate of Incorporation, the Board will have the
authority to determine all of these matters, as well as special rights,
qualifications, limitations or restrictions of any series of the preferred
stock, to the full extent permitted by applicable law.

AMENDING THE CERTIFICATE AND THE BYLAWS

SUMMARY: New York Law and Delaware Law are substantially similar in
the procedures for amending the certificate of incorporation and the bylaws.
NYFIX is not making any substantial changes in its procedures for amending its
Certificate or its bylaws.

DISCUSSION:

Delaware Law allows a board of directors to recommend that
stockholders amend the certificate of incorporation, and a majority of the
outstanding shares entitled to vote on the issue are normally enough to approve
that amendment. New York Law provides for a similar procedure, except for
certain ministerial changes and except as otherwise required by the certificate
of incorporation. Both laws require that a majority of the holders of any
particular class of stock must approve any amendment that would adversely affect
the holders of that class. In addition, both laws allow a corporation to require
a vote larger than a majority on special types of issues.

Where the certificate of incorporation provides for so-called "blank
check" preferred stock (that is, preferred stock that is undesignated as to
series and relative rights), New York Law and Delaware Law both allow the board
of directors to amend the applicable certificate to establish one or more series
of preferred stock and their relative rights, without further shareholder
action. The NYFIX New York Certificate of Incorporation and the NYFIX (Delaware)
Certificate of Incorporation both allow for "blank check" preferred stock.

The New York Bylaws provide that the Board of Directors or the
shareholders entitled to vote in the election of directors may adopt, amend or
repeal bylaws. As provided in those bylaws, the shareholders may amend or repeal
bylaws adopted by the Board. The NYFIX (Delaware) Certificate of Incorporation
provides for substantially the same procedures.

CALLING A SPECIAL MEETING OF SHAREHOLDERS

SUMMARY: NYFIX is not changing its procedures for calling a special
meeting of shareholders.

DISCUSSION:

Under both New York Law and Delaware Law, the Board of Directors or
anyone authorized in the certificate of incorporation or by-laws may call a
special meeting of shareholders. The New York Bylaws and the Delaware Bylaws
both provide that the Board of Directors, the Chairman of the Board or the
President may call a special meeting of stockholders.

ACTION BY WRITTEN CONSENT OF SHAREHOLDERS IN LIEU OF A SHAREHOLDER MEETING

SUMMARY: NYFIX (Delaware) will permit action by written consent to
be taken by fewer stockholders than NYFIX currently permits.

DISCUSSION:

New York Law requires unanimous written consent for shareholders to
act in lieu of a meeting, unless the certificate of incorporation specifies a
lesser percentage within certain parameters set out in such law. The NYFIX New
York Certificate of Incorporation does not contain a provision permitting
written shareholder action by any lesser percentage, so NYFIX requires unanimous
written consent for shareholders to act in lieu of a meeting.

Unless the certificate of incorporation provides otherwise, Delaware
law generally permits shareholders to take action by the written consent of
holders with the same percentage of voting power (generally, a majority) that
would be required for action at a shareholders' meeting, assuming the presence
of all shareholders entitled to vote. The NYFIX (Delaware) Certificate of
Incorporation does not contain any contrary provision. Thus, NYFIX (Delaware)
stockholders would be able to take action by written consent to the extent
permitted by Delaware Law, generally a majority of the eligible votes.

RIGHT OF SHAREHOLDERS TO INSPECT SHAREHOLDER LIST

SUMMARY: Both New York Law and Delaware Law permit shareholders to
inspect a corporation's list of shareholders, although their procedures differ.

DISCUSSION:

Under New York Law, a shareholder of record may inspect the list of
shareholders of record on five days' prior written request. A corporation may
deny a shareholder's demand if the shareholder refuses to give an affidavit that
its inspection is not for certain purposes unrelated to company business and
that the shareholder has not been involved in the last five years in selling or
offering to sell a list of record shareholders. A New York corporation must also
produce a list of shareholders as of the record date if a shareholder requests
the list at the annual meeting.

Under Delaware Law, any stockholder may, upon making a demand under
oath stating the purpose thereof, inspect the stockholders' list for any purpose
reasonably related to that person's interest as a stockholder. For at least ten
days prior to each stockholders' meeting, as well as at the meeting, a Delaware
corporation must make available for examination a list of stockholders entitled
to vote at the meeting.

VOTE REQUIRED FOR CERTAIN TRANSACTIONS

SUMMARY: In general, NYFIX (Delaware) will permit a majority of the
voting power of stockholders to approve a merger, consolidation or sale of all
assets, whereas NYFIX currently requires two-thirds of the voting power of
shareholders to approve such transactions.

DISCUSSION:

Until February 1998, New York Law required that the holders of at
least two-thirds of the outstanding stock entitled to vote of a New York
corporation approve certain mergers, consolidations or sales of all or

substantially all the corporation's assets. Since February 1998, a New York
corporation then in existence, such as NYFIX, may provide in its certificate of
incorporation that the holders of a majority -- rather than two-thirds -- of the
outstanding stock entitled to vote may approve such transactions. NYFIX has not,
however, adopted such a provision in its certificate of incorporation, so that
the holders of at least two-thirds of NYFIX's outstanding stock entitled to vote
must approve such transactions.

Under Delaware Law, the holders of a majority of the outstanding
stock entitled to vote on a merger, consolidation, or sale of all or
substantially all the assets have the power to approve such transactions. The
certificate or the bylaws may provide otherwise, but in no event may they
require approval of such transactions by the holders of less than one-third of
the outstanding stock entitled to vote on such transactions. The NYFIX
(Delaware) Certificate of Incorporation and the Delaware Bylaws do not contain
any provision otherwise, so that the holders of a majority of the outstanding
stock entitled to vote thereon may approve a merger, consolidation, or sale of
all or substantially all of the assets of NYFIX (Delaware).

Notwithstanding the foregoing, under Delaware Law the vote of the
stockholders of the surviving corporation is not required to authorize a merger
if these three conditions are met:

(1) the merger agreement does not amend the surviving corporation's
certificate of incorporation;

(2) each share of stock of the surviving corporation that is
outstanding or in the treasury immediately prior to the effective
date of the merger is to be an identical outstanding or treasury
share of the surviving corporation after the effective date of
the merger; and

(3) the merger results in no more than a 20% increase in its
outstanding common stock.

Special vote requirements may apply to certain business combinations
with interested shareholders. See the discussion of these requirements below
under the heading "Business Combinations with Interested Shareholders."

REMOVAL OF DIRECTORS BY SHAREHOLDERS OR THE BOARD OF DIRECTORS

SUMMARY: Both New York Law and Delaware Law generally permit
shareholders to remove directors with or without cause. New York Law permits the
Board of Directors to remove a director with cause but Delaware Law does not
permit a Board of Directors to remove a director.

DISCUSSION:

Under New York Law, shareholders may remove a director for cause.
The NYFIX New York Certificate of Incorporation and Bylaws provide, as permitted
by New York Law, that NYFIX shareholders can remove a director with or without
cause and that the NYFIX Board of Directors can remove a director with cause.

After reincorporation, a majority of the shareholders of NYFIX
(Delaware) would generally be able to remove that company's directors with or
without cause, unless the certificate of incorporation provides otherwise. The
NYFIX (Delaware) Certificate of Incorporation does not provide otherwise, and
the Delaware Bylaws provide that the shareholders may remove directors with or
without cause. Delaware Law does not permit a Board of Directors to remove a
director.

LIMITATION OF DIRECTORS' LIABILITY

SUMMARY: Both New York Law and Delaware Law permit a corporation in
its charter provisions to limit a director's personal liability for actions
taken in an official capacity. Due to the variations in New York Law and
Delaware Law, there may be circumstances where a director could remain liable
under New York Law for conduct that would not expose him or her to liability
under Delaware Law, or vice versa. The NYFIX (Delaware) Certificate of
Incorporation adds a provision that limits, as fully as Delaware Law allows, a
director's personal liability to NYFIX (Delaware) or its stockholders for
monetary damages for breach of fiduciary duty.

DISCUSSION:

Under New York Law, a director is not liable to the corporation for
damages if the director has acted in good faith and as carefully as an
ordinarily prudent person in similar circumstances. In addition, the certificate
of incorporation of a New York corporation can eliminate or limit personal
liability of a director to the corporation. However, no such provision can
eliminate or limit:

(1) the liability of any director if a judgment or other final
adjudication adverse to the director establishes that the
director acted in bad faith or engaged in intentional misconduct
or a knowing violation of law, personally gained a financial
profit to which the director was not legally entitled, or
violated certain provisions of New York Law; or

(2) the liability of any director for any act or omission prior to
the adoption of such provision in the charter.

The NYFIX New York Certificate of Incorporation does not eliminate or limit the
personal liability of a director to the corporation, although New York Law would
permit it to do so.

Under Delaware Law, the certificate of incorporation must contain
any limits on a director's liability to the corporation or its stockholders for
money damages for breach of fiduciary duty. Delaware Law does not permit any
limitation of a director's liability where: (1) a director breached the duty of
loyalty to the corporation or its stockholders; (2) a director's acts or
omissions were not in good faith or involved intentional misconduct or a knowing
violation of law; (3) a director received an improper personal benefit from a
transaction involving the corporation; or (4) a director authorized an unlawful
dividend or stock repurchase or redemption. The NYFIX (Delaware) Certificate of
Incorporation will limit the liability of its directors to the Company and its
stockholders, as fully as Delaware Law allows.

INDEMNIFICATION OF DIRECTORS AND OFFICERS; INSURANCE

SUMMARY: With some differences, both New York Law and Delaware Law
permit a corporation to indemnify its directors and officers for something they
did or failed to do in an official capacity and to purchase insurance on behalf
of such directors and officers against the costs and liabilities of acting or
failing to act in an official capacity. Unlike Delaware Law, New York Law
expressly restricts certain claims that may be made under such insurance. The
Company currently provides indemnification for officers and directors to the
fullest extent permitted under the laws of New York and insurance on behalf of
directors and officers for liability in any such capacity. The NYFIX (Delaware)
Certificate of Incorporation and Bylaws will provide for indemnification, and
for the authority of the Company to obtain insurance on behalf of its directors
and officers for liability in any such capacity, as fully as Delaware Law
allows. Delaware Law indemnification provisions will apply after
reincorporation, except that New York Law indemnification provisions will apply
to acts or omissions that occur prior to reincorporation.

DISCUSSION:

Both New York Law and Delaware Law, with some variations, allow a
corporation to indemnify-- that is, to make whole -- any person who is or was a
director or officer of the corporation if that person is held liable or incurs
costs for something that person did or did not do in an official capacity. In
addition to covering court judgments, out-of-court settlements, fines, and
penalties, both laws also allow the corporation, with specified qualifications,
to advance certain reasonable expenses incurred and to reimburse such expenses
after they are incurred. The right to indemnification under both laws does not
normally exclude other rights of recovery the indemnified person may have.

Additionally, each of the two laws permits a corporation to purchase
insurance for its directors and officers against some or all of the costs of
such indemnification or against liabilities arising from acts or omissions of
the insured person, even though the corporation may not have power to indemnify
the person against such liabilities. New York Law, however, restricts the kinds
of claims that may be made under such insurance. For example, there would be no
payment, other than cost of defense, if an adverse judgment established that the
director or officer had engaged in active and deliberate dishonesty material to
the cause of action determined in the judgment, or that the director or officer
gained some financial profit or other advantage to which he or she was not
legally entitled.

Unless the court determines otherwise, neither New York Law nor
Delaware Law permits indemnification of a director or officer if a court finds
the person liable to the corporation itself. In addition, New York Law and
Delaware Law generally require that the director or officer must have acted in
good faith and in a manner he or she reasonably believed was consistent with
(or, in Delaware only, not opposed to) the best interests of the corporation.

The NYFIX New York Certificate of Incorporation provides for
indemnification for reasonable expenses incurred in connection with the defense
of any action, suit or proceeding to which a director or officer is made a party
in an official capacity, except where such director or officer is found liable
for negligence or misconduct in the performance of his or her duties. The NYFIX
New York Certificate of Incorporation also provides that such right of
indemnification shall not be deemed exclusive of any other rights to which any
director or officer may be entitled. The Company has entered into
indemnification agreements with directors and officers in which the Company has
agreed to indemnify each such director and officer to the fullest extent
permitted by the laws of New York, including the right to be advanced expenses
in specified circumstances under certain conditions, and to cover such directors
and officers under any insurance policy maintained by the Company that provides
for directors' and officers' liability insurance.

The NYFIX (Delaware) Certificate of Incorporation and By-laws will
provide for indemnification, and for the authority of the Company to obtain
insurance on behalf of its directors and officers against costs and liabilities
of acting or failing to act in an official capacity, as fully as Delaware Law
allows.

If the shareholders approve reincorporation, the New York Law
indemnification provisions will continue to apply to acts and omissions that
occurred prior to the effective date of the reincorporation.

TRANSACTIONS WITH INTERESTED DIRECTORS

SUMMARY: Generally, New York Law and Delaware Law contain
substantially comparable provisions for approving transactions between a
corporation and one of its directors that involve disclosure of such director's
interest in the transaction and approval by either the disinterested directors
or shareholders in specified circumstances.

DISCUSSION:

New York Law provides several methods for establishing the validity
of transactions between a corporation and one of its directors, including a vote
by the disinterested directors who are not involved in the transaction. Delaware
Law provides that no transaction between a corporation and any of its directors
is void or voidable solely because such director is present at or participates
in the meeting where such transaction is considered or because that director's
vote is counted if: (1) the material facts of that director's interest in the
transaction are known to the board of directors and a majority of the
disinterested directors votes in good faith to authorize the transaction; or (2)
that director's interest in the transaction is disclosed to stockholders and the
stockholders in good faith approve the transaction.

The NYFIX New York Certificate of Incorporation and the New York
Bylaws contain provisions addressing transactions with interested directors. The
Delaware Certificate and the Delaware Bylaws do not address transactions with
interested directors. As a result, after reincorporation, any such transactions
will be governed by Delaware Law, as it exists from time to time, except to the
extent that permitted transactions under Delaware Law, such as certain loans and
guarantees of obligations for directors, are prohibited under other laws, rules
and regulations that apply to the Company.

ISSUANCE OF RIGHTS AND OPTIONS TO DIRECTORS, OFFICERS, AND EMPLOYEES

SUMMARY: New York Law requires that shareholders approve equity
incentive plans for directors, officers or employees. Delaware Law does not
require such approval. This difference has no material impact on the Company
because other rules that apply to the Company require it to obtain shareholder
approval for such equity incentive plans.

DISCUSSION:

New York Law requires that the issuance of options or rights to
purchase stock to directors, officers or employees of a corporation, as an
incentive to service or continued service with the corporation, must be
authorized: (1) as required by the policies of all stock exchanges or automated
quotation systems on which the corporation's shares are listed or authorized for
trading; or (2) if the corporation's shares are not so listed or authorized, by
a majority of the votes validly cast at a shareholders meeting or by and
consistent with a plan adopted by such a vote of shareholders.

Delaware Law does not require stockholder approval of such
transactions. However, the Nasdaq listing requirements to which the Company is
subject require such stockholder approval.

CONSIDERATION FOR SHARES

SUMMARY: Both New York Law and Delaware Law provide in a
substantially similar manner for the types of consideration that can support the
issuance of shares.

DISCUSSION:

Under New York Law, consideration for the issuance of shares may
consist of money or other property, labor or services actually received, a
binding obligation to pay the purchase price in cash or other property, a
binding obligation to perform services, or any combination of the above. Stock
certificates may not be issued until the amount of consideration determined to
be stated capital has been paid in the form of cash, personal or real property,
services actually rendered or any combination of these, plus consideration for
any balance, which may include, in addition, binding obligations described in
the preceding sentence.

Under Delaware Law, a corporation can receive cash, services,
personal or real property, leases of real property or any combination of these
as payment in full or in part for the shares. A purchaser of shares under
Delaware Law may pay an amount equal to or greater than the par value of those
shares if the corporation receives a binding obligation of the purchaser to pay
the balance of the purchase price.

DIVIDENDS; REDEMPTION OF STOCK

SUMMARY: Both New York Law and Delaware Law permit payment of
dividends and redemption of common stock, but under somewhat different
circumstances.

DISCUSSION:

Under both New York Law and Delaware Law and subject to its
certificate of incorporation, a corporation may generally pay dividends, redeem
shares of its stock or make other distributions to shareholders if the
corporation is solvent and would not become insolvent because of the dividend,
redemption, or distribution. The assets applied to such a distribution may not
be greater than the corporation's "surplus."

Under New York Law, dividends may be paid or distributions made out
of surplus only, so that the net assets of the corporation after any such
payment or distribution must be at least equal to the amount of stated capital.
Delaware Law defines surplus as the excess of net assets over capital and
permits the board to adjust capital. If there is no surplus, Delaware Law allows
the corporation to apply net profits from the current or preceding fiscal year,
or both, with certain exceptions.

In general, New York Law permits a corporation, as set forth in its
certificate of incorporation, to redeem its shares, provided that redemption of
common stock is permissible, with certain exceptions, only when the corporation
has an outstanding class of common shares that is not subject to redemption.

With certain exceptions, Delaware Law permits a corporation to
redeem its common stock only when, among other things, no class of preferred
stock is outstanding.

PREEMPTIVE RIGHTS

SUMMARY: The Company's shareholders currently do not have
pre-emptive rights to subscribe for shares or other securities of the Company
and will not have such rights after reincorporation.

DISCUSSION:

Under New York Law, shareholders are generally entitled to
preemptive rights in connection with certain types of stock issuances by the
corporation, unless the certificate of incorporation expressly limits or
eliminates preemptive rights. The NYFIX New York Certificate of Incorporation
expressly provides that shareholders shall have no preemptive rights.

Under Delaware Law, the issuance of shares does not result in
preemptive rights of stockholders unless the charter expressly provides them.
The NYFIX (Delaware) Certificate of Incorporation does not do so.

APPRAISAL RIGHTS

SUMMARY: While appraisal rights under New York Law differ from those
under Delaware Law in other respects, both laws provide, with some exceptions
under Delaware Law, that shareholders have no appraisal rights where the
corporation's shares are designated as a market system security on an
interdealer quotation system by the National Association of Securities Dealers,
Inc. NYFIX shares are currently so designated and, if the shareholders approve
reincorporation, the Company expects the shares of NYFIX (Delaware) to be so
designated as well.

DISCUSSION:

Generally, "appraisal rights" entitle dissenting shareholders to
receive the fair value of their shares in a merger or consolidation of a
corporation or in a sale of all or substantially all its assets.

New York Law extends appraisal rights to an exchange of a
corporation's shares as well. New York Law provides that dissenting shareholders
have no appraisal rights if their shares are listed on the New York Stock
Exchange or another national securities exchange or designated as a market
system security on an interdealer quotation system by the National Association
of Securities Dealers, Inc. Where shares are not listed on an exchange,
appraisal rights under New York Law allow a voting and dissenting shareholder of
a New York corporation, with various exceptions, to receive fair value for its
shares in such transactions. One exception is a merger between a parent
corporation and its subsidiary when the parent owns at least 90% of the
subsidiary. In this case, a shareholder of the parent corporation has no
appraisal rights. On the other hand, appraisal rights are available to
shareholders who are not allowed to vote on a merger or consolidation and whose
shares will be cancelled or exchanged for something of value other than shares
of the surviving corporation or another corporation. When appraisal rights are
available, the shareholder may have to request the appraisal and follow other
required procedures.

Under Delaware Law, appraisal rights are not available to a
stockholder if, among other things: (1) the corporation's shares are listed on a
national securities exchange or designated as a national market system security
on an interdealer quotation system by the National Association of Securities
Dealers, Inc.; (2) held of record by more than 2,000 stockholders; or (3) the
corporation will be the surviving corporation in a merger that does not require
the approval of such corporation's stockholders. However, regardless of the
foregoing, a dissenting shareholder in a merger or consolidation has appraisal
rights under Delaware Law if the transaction requires the exchange of shares for
anything of value other than one or more of the following:

(1) shares of stock of the surviving corporation or of a new
corporation that results from the merger or consolidation;

(2) shares of another corporation that will be listed on a
national securities exchange, designated as a national market
system security on an interdealer quotation system by the
National Association of Securities Dealers, Inc., or held of
record by more than 2,000 stockholders after the merger or
consolidation occurs; or

(3) cash instead of fractional shares of the surviving corporation
or another corporation.

BUSINESS COMBINATIONS WITH INTERESTED SHAREHOLDERS

SUMMARY: Both New York Law and Delaware Law restrict certain
"business combinations" with "interested shareholders." The two laws define
these two terms differently. Generally, when the restriction applies, it extends
under New York Law, absent specified approval of the Board of Directors or
shareholders, for at least five years after the shareholder becomes an
"interested shareholder" and under Delaware Law, absent specified approval of
the Board of Directors and, in certain circumstances, shareholders, for three
years. Delaware Law permits a corporation to waive its restrictions against
business combinations with interested shareholders, but NYFIX (Delaware) is not
doing so.

DISCUSSION:

Provisions in both New York Law and Delaware Law may help to prevent
or delay changes of corporate control. In particular, both New York Law and
Delaware Law restrict or prohibit an interested shareholder from entering into
certain types of business combinations unless the Board of Directors approves
the transaction in advance.

Under New York Law, an interested shareholder is generally
prohibited from entering into certain types of business combinations with a New
York corporation for a period of five years after becoming an "interested
shareholder." There is an exception where the Board of Directors approved either
the business combination or the acquisition of stock by the interested
shareholder before such acquisition. An "interested shareholder" under New York
Law is generally: (1) a beneficial owner of at least 20% of the corporation's
outstanding voting stock; or (2) an affiliate or associate of a corporation that
owned at least 20% of the outstanding stock within the preceding five years.

"Business combinations" under New York Law include the following:

(1) mergers and consolidations between corporations or with an
interested shareholder or its affiliate or associate;

(2) sales, leases, exchanges, mortgages, pledges, transfers or
other dispositions in one transaction or a series of
transactions to or with an interested shareholder of assets
with an aggregate market value which either equals 10% or more
of the corporation's consolidated assets or outstanding stock,
or represents 10% or more of the consolidated earning power or
net income of the corporation;

(3) issues and transfers to an interested shareholder of stock with
an aggregate market value of at least 5% of the aggregate
market value of the outstanding stock of the corporation;

(4) liquidation or dissolution of the corporation proposed by or in
connection with an interested shareholder;

(5) reclassification or recapitalization of securities that would
increase the proportionate stock ownership of an interested
shareholder; and

(6) the receipt by an interested shareholder or its affiliate or
associate of benefit from loans, guarantees, advances, pledges
or other financial assistance or tax benefits provided by the
corporation.

New York Law allows such a business combination to take place five
or more years after the interested shareholder became an interested shareholder
if the transaction is approved by a majority of the voting stock not owned by
the interested shareholder or its affiliate or associate. New York Law also
permits business combinations when certain statutory "fair price" requirements
are met and in certain other circumstances.

Section 203(a) of Delaware Law generally prohibits an interested
stockholder from entering into certain types of business combinations with a
Delaware corporation for three years after becoming an interested stockholder
unless:

(1) before the stockholder became an interested stockholder, the
Board of Directors approved the business combination or the
transaction that resulted in the stockholder becoming an
interested stockholder;

(2) after the transaction that resulted in the stockholder becoming
an interested stockholder, the interested stockholder owned at
least 85% of the voting stock of the corporation outstanding at
the time the transaction commenced, subject to technical
calculation rules; or

(3) on or after the time the interested stockholder became an
interested stockholder, the board of directors approved the
business combination, and at least two-thirds of the
outstanding voting stock that is not owned by the interested
stockholder also ratified the business combination at a
stockholders' meeting.

An "interested stockholder" under Delaware Law is any person --
other than the corporation and its majority-owned subsidiaries -- who owns at
least 15% of the outstanding voting stock or is an affiliate or associate of a
corporation that owned at least 15% of the outstanding stock within the
preceding three years, and this definition includes affiliates of the
corporation. Briefly described, the prohibited combinations include:

(1) mergers or consolidations;

(2) sales, leases, exchanges, mortgages, pledges, transfers or
other dispositions of 10% or more of: (a) the aggregate market
value of all assets of the corporation; or (b) the aggregate
market value of all the outstanding stock of the corporation;

(3) any transactions resulting in the issuance or transfer by the
corporation of stock in the corporation to the interested
stockholder except in limited instances;

(4) receipt by the interested stockholder of the benefit of loans,
advances, guarantees, pledges or other financial benefits
provided by the corporation; and

(5) any other transaction, with certain exceptions, that increases
the proportionate share of the stock owned by the interested
stockholder.

Delaware Law permits a corporation to elect not to be governed by
the provisions of Section 203. The Company has chosen, however, to accept the
protections of Section 203, and therefore the NYFIX (Delaware) Certificate of
Incorporation will not waive these protections.

PROXIES

Unless the proxy provides for a longer period, a proxy under New
York Law can be voted or acted upon for 11 months from its date, compared with
three years under Delaware law.

NUMBER OF DIRECTORS; FILLING VACANCIES

SUMMARY: The Company is making no changes with respect to the number
of its directors or its procedures for fixing the number of directors or filling
vacancies on its Board of Directors, other than adding a provision permitting
shareholders to fill vacancies at a special shareholders' meeting and another
provision expressly stating that any director elected to fill a vacancy shall be
elected to hold office for the unexpired term of that director's predecessor.

DISCUSSION:

The New York Bylaws provide that the Board of Directors shall
determine the number of directors, which shall not be less than two or more than
seven. The Board determines the number by a majority vote of the number of
directors the Company would have if the Board had no vacancies at the time of
the vote and before any increase. A majority of the directors then in office may
fill: (1) newly created directorships resulting from an increase in the number
of directors; and (2) vacancies occurring in the Board of Directors for any
reason except the removal of directors by shareholders. Shareholders shall fill
vacancies occurring as a result of the shareholder removal of directors.

The Company currently has five members on its Board of Directors.

The Delaware Bylaws contain the same provisions as the New York
Bylaws for determining the number of directors and filling vacancies. The
Delaware Bylaws also provide that shareholders may fill vacancies at a special
shareholders' meeting called for that purpose and that any director elected to
fill a vacancy shall be elected to hold office for the unexpired term of that
director's predecessor.

BLANK CHECK PREFERRED STOCK

SUMMARY: The NYFIX (Delaware) Certificate of Incorporation contains
the same provisions currently in the NYFIX New York Certificate of Incorporation
allowing for blank check preferred stock, that is, preferred stock that is
undesignated as to series and relative rights.

DISCUSSION:

The Company and NYFIX (Delaware) each authorizes its Board of
Directors to issue shares of Preferred Stock in series with such preferences as
the Board of Directors designates at the time of issuance. The Board of
Directors of NYFIX (Delaware) does not currently intend to seek stockholder
approval prior to any issuance of shares of its Preferred Stock if the
reincorporation proposal is approved, except as required by law or regulation.
The Board of Directors of NYFIX (Delaware) does not intend to issue any
Preferred Stock except on terms that such Board deems to be in the best
interests of NYFIX (Delaware) and its then existing stockholders. The NYFIX
Board of Directors has followed these same policies.

The voting rights and other rights to be accorded to any unissued
series of Preferred Stock of NYFIX (Delaware) remain to be fixed by its Board of
Directors. If that Board so authorizes, the holders of Preferred Stock may be
entitled to vote separately as a class in connection with approval of certain
extraordinary corporate transactions or might be given a disproportionately
large number of votes. Such Preferred Stock could also be convertible into a
large number of shares of common stock of NYFIX (Delaware) under certain

circumstances or have other terms that might make acquisition of a controlling
interest in NYFIX (Delaware) more difficult or more costly, including the right
to elect additional directors to the Board of Directors of NYFIX (Delaware).
Potentially, Preferred Stock could be used to create voting impediments or to
frustrate persons seeking to effect a merger or otherwise to gain control of
NYFIX (Delaware). Also, Preferred Stock could be privately placed with
purchasers who might side with the management of NYFIX (Delaware) in opposing a
hostile tender offer or other attempt to obtain control. These possibilities
also currently exist with the Company.

OTHER CHANGES IN THE ORGANIZATIONAL DOCUMENTS, INCLUDING THOSE REFLECTING
TECHNICAL DIFFERENCES BETWEEN DELAWARE LAW AND NEW YORK LAW.

In addition to the changes described above, we have made other
changes in the NYFIX (Delaware) Certificate of Incorporation and Delaware Bylaws
from the NYFIX New York Certificate of Incorporation and New York Bylaws,
including technical changes to reflect differences between Delaware Law and New
York Law.

For example:

(1) In Article II, Section 2 of the Delaware Bylaws, we have
eliminated the requirement in the New York Bylaws that the
annual shareholders meeting be held within one hundred days of
the date in 1955 when the Company was incorporated.

(2) In various portions of the Delaware Bylaws, we have changed
the notice period for a shareholders meeting from prior notice
of ten to fifty days to prior notice of ten to sixty days.

(3) We have added Section 12 to Article II of the Delaware Bylaws
which sets out the procedure for stockholders to submit
nominees for directors and other proposals for stockholder
consideration.

(4) We have changed the procedure in Article IV Section 2 of the
Delaware Bylaws for a stockholder or director to object to
lack of required notice of a meeting so that such objection is
presented at the beginning of the meeting rather than at any
time prior to adjournment.

(5) We have added a provision to the procedures on lost, stolen or
destroyed certificates in Article VI, Section 2 of the
Delaware Bylaws requiring that a stockholder of record notify
the Company of a lost, stolen or destroyed certificate within
a reasonable time to avoid being precluded from making a claim
against the Company for the transfer of a new certificate.

(6) We have added Section 4 to Article VI of the Delaware Bylaws
to expressly permit the Company to treat the holder of record
of any share or shares of stock as in fact the holder of such
share or shares, except as otherwise provided by law.

(7) We have added Section 1 to Article VII of the Delaware Bylaws,
setting forth the Company's procedure for declaring and paying
dividends.

(8) We have added Section 2 to Article VII of the Delaware Bylaws,
setting forth the Company's procedure for establishing
reserves.

(9) We have added Section 7 to Article VII of the Delaware Bylaws,
setting forth the Company's procedure for advancing expenses
to an officer or director in any proceeding and for repayment
of such advances in specified circumstances.

(10) We have added Section 12 to Article VII of the Delaware Bylaws
which preserves the valid portions of the Bylaws if some
portion of the Bylaws is held invalid or inoperative.

(11) We have added Section 13 to Article VII of the Delaware Bylaws
which states that the Bylaws are subject to and governed by
the Certificate of Incorporation.

The technical changes include designation of a registered office and
registered agent in the State of Delaware for jurisdiction in certain claims
against the Company.

REQUIRED VOTE FOR PROPOSAL NO. 1

The affirmative vote of the holders of at least two-thirds of the
voting power represented by shares of NYFIX common stock outstanding on the
Record Date is required for approval of the proposal to change the Company's
state of incorporation. As a result, abstentions and broker non-votes will have
the same effect as a vote against the proposal. Approval of the reincorporation
in this Proposal No. 1 will constitute approval of the merger and the merger
agreement, and all of the provisions of the restated certificate of
incorporation and bylaws of NYFIX (Delaware).

BOARD RECOMMENDATION

A vote FOR the reincorporation will constitute approval of the
merger, the NYFIX (Delaware) Certificate of Incorporation, the Delaware Bylaws,
and adoption and assumption by NYFIX (Delaware) of the Company's employee
benefit plans, agreements and liabilities.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE
REINCORPORATION.

SECURITY OWNERSHIP

The following table sets forth information concerning ownership of
our Shares, as of the Record Date, by (1) each person known by us to be the
beneficial owner of more than five percent of the outstanding Shares, (2) each
director, (3) each of our executive officers and (4) all directors and executive
officers of the Company as a group. Unless otherwise indicated, we believe that
each shareholder has sole voting power and sole dispositive power with respect
to the Shares beneficially owned.

Name and Address of Number of Shares Percentage of Shares
Beneficial Owner (1) Beneficially Owned (2) Beneficially Owned
-------------------- ---------------------- ------------------

Peter Kilbinger Hansen 2,645,913 (3) 8.1%

Fuller & Thaler Asset Management, Inc. 1,652,887 (4) 5.3%
411 Borel Avenue, Suite 402
San Mateo, CA 94402

Carl E. Warden 1,576,553 (5) 5.0%

Lars Kragh 692,375 (6) 2.2%

Robert C. Gasser 252,500 (7) *

George O. Deehan 79,500 (8) *

William J. Lynch 74,500 (9) *

Mark R. Hahn 15,000 (10) *

All executive officers and directors
as a group (9 persons) (11) 5,336,341 (11) 16.0%

----------------------------------------
* Less than 1%

(1) Unless otherwise indicated the address of each director or executive
officer is c/o NYFIX, Inc., Stamford Harbor Park, 333 Ludlow Street,
Stamford, Connecticut 06902.

(2) Beneficial ownership is based on 31,274,738 shares of our common stock
outstanding as of the Record Date. Shares of our common stock issuable
upon exercise of options, warrants or other rights beneficially owned
that are exercisable within 60 days are deemed outstanding for the
purpose of computing the percentage ownership of the person holding such
securities and rights but are not deemed outstanding for computing the
percentage ownership of any other person.
(3) Includes 1,290,625 shares of our common stock issuable upon exercise of
currently exercisable options. Does not include 160,000 shares of our
common stock issuable upon exercise of options that are not currently
exercisable.
(4) Based on a Schedule 13G filed in February 2003, Fuller & Thaler Asset
Management, Inc. and Russell J. Fuller, the President of such entity,
collectively beneficially hold 1,652,887 shares of our common stock.
(5) Includes (1) 98,407 shares of our common stock held by The Carl and Vicki
Warden Family Foundation, of which Mr. Warden is the trustee, and (2)
94,000 shares of our common stock issuable upon exercise of currently
exercisable options. Does not include an aggregate of 679,760 shares of
our common stock held by certain adult family members of Mr. Warden.
(6) Includes 314,250 shares of our common stock issuable upon exercise of
currently exercisable options. Does not include 12,000 shares of our
common stock issuable upon exercise of options that are not currently
exercisable.
(7) Includes 202,500 shares of our common stock issuable upon exercise of
currently exercisable options. Does not include 235,000 shares of our
common stock issuable upon exercise of options that are not currently
exercisable.
(8) Includes 74,500 shares of our common stock issuable upon exercise of
currently exercisable options. Does not include 12,000 shares of our
common stock issuable upon exercise of options that are not currently
exercisable.
(9) Includes 74,500 shares of our common stock issuable upon exercise of
currently exercisable options. Does not include 12,000 shares of our
common stock issuable upon exercise of options that are not currently
exercisable.
(10) Includes 15,000 shares of our common stock issuable upon exercise of
currently exercisable options. Does not include 120,000 shares of our
common stock issuable upon exercise of options that are not currently
exercisable.
(11) Includes 2,065,375 shares of our common stock issuable upon exercise of
currently exercisable options. Does not include 636,000 shares of our
common stock issuable upon exercise of options that are not currently
exercisable.

STOCKHOLDER PROPOSALS

Proposals of stockholders intended for presentation at the next
Annual Meeting of Stockholders and intended to be included in our Proxy
Statement and form of proxy relating to that meeting must be received at our
offices no later than January 1, 2004.

OTHER MATTERS

The Board of Directors does not know of any matter, other than those
described above, that may be presented for action at the Meeting. If any other
matter or proposal should be presented and should properly come before the
meeting for action, the persons named in the accompanying proxy will vote upon
such matter or proposal in accordance with their best judgment.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
NYFIX, INC.

Proxy -- Special Meeting of Shareholders
October 21, 2003

Mark R. Hahn and Brian Bellardo, or either of them individually and each
of them with the power of substitution, are hereby appointed Proxies of the
undersigned to vote all of the shares of the common stock of NYFIX, Inc. which
the undersigned is entitled to vote at our Special Meeting of Shareholders to be
held at Stamford Harbor Park, 333 Ludlow Street, Stamford, Connecticut 06902, on
October 21, at 10:00 A.M. EDT, or at any adjournment or postponement thereof. We
encourage you to submit your proxy electronically over the Internet or the
telephone. This eliminates the need to mail your proxy card.

o To submit your proxy electronically over the Internet, go to the
website: http://www.eproxy.com/nyfx and follow the prompts. You must
use the control number printed in the box on the bottom of the reverse
side to access this account.

o To submit your proxy by telephone, use a touch-tone telephone and call
1-800-435-6710. You must use the control number printed in the box on
the bottom of the reverse side to access this account.

The undersigned hereby revokes any proxy or proxies heretofore given and
acknowledges receipt of a copy of the Notice of Special Meeting and Proxy
Statement, both dated September 3, 2003.

THIS PROXY WILL BE VOTED IN ACCORDANCE WITH ANY DIRECTIONS HEREIN GIVEN. IF NO
DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED TO REINCORPORATE THE COMPANY IN
DELAWARE.

1. To reincorporate the Company in Delaware.

FOR [___] AGAINST [___] ABSTAIN [___]

NOTE: Your signature should appear the same as your name appears hereon. If
signing as attorney, executor, administrator, trustee or guardian, please
indicate the capacity in which signing. When signing as joint tenants, all
parties in the joint tenancy must sign. When a corporation gives a proxy, an
authorized officer should sign it.

Signature: _____________________ Date: ___________

APPENDIX A

FORM OF AGREEMENT AND PLAN OF MERGER

This Agreement and Plan of Merger ("Merger Agreement"), is entered into as of
August 29, 2003, by and between NYFIX, Inc., a New York corporation ("NYFIX"),
and NYFIX (Delaware), Inc., a Delaware corporation and wholly owned subsidiary
of NYFIX ("NYFIX (Delaware)").

W i t n e s s e t h :

Whereas, NYFIX is a corporation, originally incorporated under the name of
Trans-Aire Electronics, Inc., duly organized and existing under the laws of the
State of New York having at the date hereof authorized capital stock of
60,000,000 shares of common stock, par value $.001 per share ("New York Common
Stock"), and 5,000,000 shares of preferred stock, par value 1.00 per share ("New
York Preferred Stock") of which 31,274,738 shares of New York Common Stock and
no shares of New York Preferred Stock are issued and outstanding; and

Whereas, NYFIX (Delaware) is a corporation duly organized and existing under the
laws of the State of Delaware having at the date hereof authorized capital stock
of 1,000 shares of common stock, par value $.001 per share , of which 1,000
shares are issued and outstanding; and

Whereas, NYFIX desires to reincorporate into the State of Delaware by merging
with and into NYFIX (Delaware) with NYFIX (Delaware) continuing as the surviving
corporation in such merger, upon the terms and subject to the conditions herein
set forth and in accordance with the laws of the State of Delaware.

Now, Therefore, in consideration of the premises and mutual agreements,
provisions and covenants contained herein, and subject to the terms and
conditions hereof, the parties hereto do hereby agree as follows:

ARTICLE I.

The Merger

Section 1.1. Merger of NYFIX into NYFIX (Delaware). At the Effective Time (as
defined in Section 2.1 hereof), NYFIX shall merge with and into NYFIX (Delaware)
in accordance with the New York Business Corporation Law (the "NYBCL") and the
General Corporation Law of the State of Delaware (the "DGCL"). The separate
existence of NYFIX shall thereupon cease and NYFIX (Delaware) shall be the
surviving corporation (hereinafter sometimes referred to as the "Surviving
Corporation") and shall possess all the rights, privileges, powers and
franchises of a public as well as of a private nature, and be subject to all the
restrictions, disabilities and duties of each of NYFIX and NYFIX (Delaware)
(together sometimes referred to as the "Constituent Corporations"); and all and

A-1

singular, the rights, privileges, powers and franchises of each of the
Constituent Corporations, and all property, real, personal and mixed, and all
debts due to either of the Constituent Corporations, on whatever account, as
well as for stock subscriptions and all other things in action or belonging to
each of the Constituent Corporations, shall be vested in the Surviving
Corporation; and all property, rights, privileges, powers and franchises, and
all and every other interest shall be thereafter as effectually the property of
the Surviving Corporation as they had been of the several and respective
Constituent Corporations, and the title to any real estate vested by deed or
otherwise, under the laws of the State of Delaware, in either of such
Constituent Corporations shall not revert or be in any way impaired by reason of
the DGCL; but all rights of creditors and all liens upon any property of any of
the Constituent Corporations shall be preserved unimpaired, and all debts,
liabilities and duties of the respective Constituent Corporations shall
thereafter attach to the Surviving Corporation and may be enforced against it to
the same extent as if those debts, liabilities and duties had been incurred or
contracted by it. All corporate acts, plans, policies, agreements, arrangements,
approvals and authorizations of NYFIX, its shareholders, Board of Directors and
committees thereof, officers and agents which were valid and effective
immediately prior to the Effective Time, shall be taken for all purposes as
acts, plans, policies, agreements, arrangements, approvals and authorizations of
NYFIX (Delaware) and shall be as effective and binding thereon as the same were
with respect to NYFIX. The employees and agents of NYFIX shall become the
employees and agents of NYFIX (Delaware) and continue to be entitled to the same
rights and benefits which they enjoyed as employees and agents of NYFIX. The
requirements of any plans or agreements of NYFIX involving the issuance or
purchase by NYFIX of certain shares of its capital stock shall be satisfied by
the issuance or purchase of a like number of shares of NYFIX (Delaware). The
subsidiaries of NYFIX shall become the subsidiaries of NYFIX (Delaware).

ARTICLE II.

Effective Time; Effect of Merger

Section 2.1. Effective Time. The Merger shall become effective upon the date the
Certificate of Merger is filed by the Surviving Corporation with the Department
of State of the State of New York pursuant to Section 907(e)(2) of the NYBCL, or
the date a Certificate of Ownership and Merger is filed by the Surviving
Corporation with the Secretary of State of the State of Delaware pursuant to
Section 253 of the DGCL, whichever filing occurs last (the "Effective Time").

Section 2.2. Effects of the Merger. At the Effective Time, the Merger shall have
the effects specified in the NYBCL, the DGCL and this Merger Agreement.

Section 2.3. Certificate of Incorporation and Bylaws. Prior to the Effective
Time, NYFIX (Delaware) shall duly approve and file with the Secretary of the
State of Delaware the Restated Certificate of Incorporation of NYFIX (Delaware),
Inc., attached as Appendix A hereto, and shall duly approve the Amended Bylaws
of NYFIX (Delaware), Inc., attached as Appendix B hereto. The Restated
Certificate of Incorporation of NYFIX (Delaware), Inc. provides, among other

A-2

things, for authorized capital stock of 60,000,000 shares of common stock, par
value $0.001 per share ("Delaware Common Stock") and 5,000,000 shares of
preferred stock, par value $1.00 per share ("Delaware Preferred Stock"). After
such approval and filing of the Restated Certificate and such approval of the
Amended Bylaws and until the Effective Time, NYFIX (Delaware) shall make no
change in either its Certificate of Incorporation or its Bylaws without the
prior written consent of NYFIX. At the Effective Time, the Restated Certificate
of Incorporation and the Amended Bylaws of NYFIX (Delaware) as in effect
immediately prior to the Effective Time shall continue to be the Restated
Certificate of Incorporation and Amended Bylaws of the Surviving Corporation.

Section 2.4. Directors and Officers. At the Effective Time, the directors and
officers of NYFIX in office at the Effective Time shall retain their positions
as the directors and officers, respectively, of the Surviving Corporation, each
of such directors and officers to hold office, subject to the applicable
provisions of the Restated Certificate of Incorporation and Amended Bylaws of
the Surviving Corporation and the DGCL, until his or her successor is duly
elected or appointed and shall qualify, or until his or her earlier death,
incompetency or removal.

Section 2.5. Change of Name. At the Effective Time, NYFIX (Delaware), Inc. shall
change its name to NYFIX, Inc. and shall amend Paragraph First of the Restated
Certificate of Incorporation of NYFIX (Delaware), Inc. to reflect such change.

ARTICLE III.

Conversion and Exchange of Stock

Section 3.1. Conversion.

(a) Shares. At the Effective Time, each share of New York Common Stock issued
and outstanding immediately prior to the Effective Time shall, by virtue of the
Merger and without any action on the part of the holder thereof, be converted
into and become one share of Delaware Common Stock.

(b) Options, Rights and Warrants. At the Effective Time, options, rights and
warrants to acquire shares of New York Common Stock outstanding immediately
prior to the Effective Time shall be automatically converted into options,
rights and warrants to acquire an equal number of shares of Delaware Common
Stock at the same price and upon the same terms and subject to the same
conditions as in effect at the Effective Time, and options, rights and warrants
to acquire shares of New York Preferred Stock outstanding immediately prior to
the Effective Time shall be automatically converted into options, rights and
warrants to acquire an equal number of shares of Delaware Preferred Stock at the
same price and upon the same terms and subject to the same conditions as in
effect at the Effective Time. The same number of shares of Delaware Common Stock
shall be reserved for purposes of exercise of options under any stock option or
similar plans as is equal to the shares of New York Common Stock so reserved as

A-3

of the Effective Time. NYFIX (Delaware) hereby assumes the outstanding and
unexercised portion of such options, rights and warrants and the obligations of
NYFIX to issue shares upon exercise thereof.

(c) Cancellation. At the Effective Time, each share of Delaware Common Stock
issued and outstanding immediately prior to the Effective Time of the Merger and
held by NYFIX shall be canceled without any consideration being issued or paid
therefor.

Section 3.2. Exchange of Certificates. At the Effective Time, stock certificates
representing New York Common Stock will automatically represent an equal number
of Delaware Common Stock. At any time on or after the Effective Time of the
Merger, the holders of New York Common Stock will be entitled, upon request, and
surrender of such certificates, to the Surviving Corporation, to receive in
exchange therefor one or more new stock certificates evidencing ownership of the
same number of shares of Delaware Common Stock. If any certificate representing
shares of Delaware Common Stock is to be issued in a name other than that in
which the certificate surrendered in exchange therefor is registered, it shall
be a condition of the issuance thereof that the certificate or other writing so
surrendered shall be properly endorsed and otherwise in proper form for transfer
and that the person requesting such exchange shall pay to the Surviving
Corporation or its transfer agent any transfer or other taxes required by reason
of the issuance of a certificate representing shares of Delaware Common Stock in
any name other than that of the registered holder of the certificate
surrendered, or otherwise required, or shall establish to the satisfaction of
the transfer agent that such tax has been paid or is not payable.

ARTICLE IV.

Conditions Precedent to Consummation of the Merger

Section 4.1. Conditions. Consummation of the Merger is subject to the
satisfaction at or prior to the Effective Time of the following conditions:

(a) Approval. This Merger Agreement and the Merger shall have been adopted and
approved by NYFIX in the manner provided in Section 905 of the NYBCL and by
NYFIX (Delaware) in the manner provided in Section 253 of the DGCL; and

(b) Third Party Consents. The parties shall have received all required consents
to and approvals of the Merger.

ARTICLE V.

Miscellaneous

Section 5.1. Amendment. This Merger Agreement may be amended, modified or
supplemented, in whole or in part, at any time prior to the Effective Time with
the mutual consent of the Board of Directors of NYFIX and the Board of Directors
of NYFIX (Delaware) to the full extent permitted under applicable law.

A-4

Section 5.2. Abandonment; Postponement. At any time prior to the Effective Time,
this Merger Agreement may be terminated and the Merger may be abandoned by the
Board of Directors of NYFIX or the Board of Directors of NYFIX (Delaware) or
both, or the consummation of the Merger may be postponed for a reasonable period
of time, without any action of the stockholders of NYFIX or NYFIX (Delaware),
notwithstanding the approval of this Merger Agreement by the stockholders or
Board of Directors of either NYFIX or NYFIX (Delaware).

Section 5.3. Further Assurances. If at any time after the Effective Time of the
Merger, the Surviving Corporation shall consider that any assignments,
transfers, deeds or other assurances in law are necessary or desirable to vest,
perfect or confirm, of record or otherwise, in the Surviving Corporation, title
to any property or rights of NYFIX, NYFIX and its directors and officers at the
Effective Time shall execute and deliver such documents and do all things
necessary and proper to vest, perfect or confirm title to such property or
rights in the Surviving Corporation, and the officers and directors of the
Surviving Corporation are fully authorized in the name of NYFIX or otherwise to
take any and all such action.

Section 5.4. Counterparts. This Merger Agreement may be executed in any number
of counterparts, all of which shall be considered to be an original instrument.

Section 5.5. Governing Law. This Merger Agreement shall be construed in
accordance with the laws of the State of Delaware, without regard to the
principles of conflicts of laws of such State.

In Witness Whereof, the parties to this Merger Agreement have executed this
Merger Agreement on and as of the day first written above.

NYFIX, Inc., a New York corporation

By: /s/ Brian D. Bellardo
-------------------------
Name: Brian D. Bellardo
Title: General Counsel

NYFIX (Delaware), Inc., a Delaware corporation

By: /s/ John Coleman, Jr.
--------------------------
Name: John Coleman, Jr.
Title: President

A-5

APPENDIX B

RESTATED CERTIFICATE OF INCORPORATION
OF
NYFIX (DELAWARE), INC.

This Restated Certificate of Incorporation does hereby restate and amend
the Certificate of Incorporation of NYFIX (Delaware), Inc. It is hereby
certified that:

1. The name of the Corporation is NYFIX (Delaware), Inc.

2. The certificate of incorporation of said Corporation was filed
initially with the Secretary of State on July 3, 2003.

3. The Corporation's Certificate of Incorporation is hereby restated as
follows:

First. The name of the Corporation is NYFIX, Inc.

Second. The Corporation will have perpetual existence.

Third. The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the Delaware General
Corporation Law.

Fourth. The aggregate number of shares of capital stock that the
Corporation will have authority to issue is 65,000,000, 60,000,000 of which will
be shares of common stock, having a par value of $.001 per share and 5,000,000
of which will be shares of preferred stock, having a par value of $1.00 per
share.

Preferred stock may be issued in one or more series as may be determined from
time to time by the Board of Directors. All shares of any one series of
preferred stock will be identical except as to the dates of issue and the dates
from which dividends on shares of the series issued on different dates will
cumulate, if cumulative. Authority is hereby expressly granted to the Board of
Directors to authorize the issuance of one or more series of preferred stock,
and to fix by resolution or resolutions providing for the issue of each such
series the voting powers, designations, preferences, and relative,
participating, optional, redemption, conversion, exchange or other special
rights, qualifications, limitations or restrictions of such series, and the
number of shares in each series, to the full extent now or hereafter permitted
by law.

B-1

Series A Preferred Stock:

Section 1. DESIGNATION, AMOUNT AND PAR VALUE. The series of Preferred
Stock shall be designated as "Series A Preferred Stock" (the "Series A Preferred
Stock"), and the number of shares so designated shall be 100,000. The par value
of each share of Preferred Stock shall be $1.00. Such number of shares may be
increased or decreased by resolution of the Board of Directors; provided, that
no decrease shall reduce the number of shares of Series A Preferred Stock to a
number less than the number of shares then outstanding plus the number of shares
reserved for issuance upon the exercise of outstanding options, rights or
warrants or upon the conversion of any outstanding securities issued by the
Corporation convertible into Series A Preferred Stock.

Section 2. DIVIDENDS AND DISTRIBUTIONS.

(A) Subject to the rights of the holders of any shares of any series of
Preferred Stock (or any similar stock) ranking prior and superior to the Series
A Preferred Stock with respect to dividends, the holders of shares of Series A
Preferred Stock, in preference to the holders of Common Stock, par value $.001
per share (the "Common Stock"), of the Corporation, and of any other junior
stock, shall be entitled to receive, when, as and if declared by the Board of
Directors out of funds legally available for the purpose, quarterly dividends
payable in cash on the last day of March, June, September and December in each
year (each such date being referred to herein as a "Quarterly Dividend Payment
Date"), commencing on the first Quarterly Dividend Payment Date after the first
issuance of a share or fraction of a share of Series A Preferred Stock, in an
amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00
or (b) subject to the provision for adjustment hereinafter set forth, 100 times
the aggregate per share amount of all cash dividends, and 100 times the
aggregate per share amount (payable in kind) of all non-cash dividends or other
distributions, other than a dividend payable in shares of Common Stock or a
subdivision of the outstanding shares of Common Stock (by reclassification or
otherwise), declared on the Common Stock since the immediately preceding
Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend
Payment Date, since the first issuance of any share or fraction of a share of
Series A Preferred Stock. In the event the Corporation shall at any time declare
or pay any dividend on the Common Stock payable in shares of Common Stock, or
effect a subdivision or combination or consolidation of the outstanding shares
of Common Stock (by reclassification or otherwise than by payment of a dividend
in shares of Common Stock) into a greater or lesser number of shares of Common
Stock, then in each such case the amount to which holders of shares of Series A
Preferred Stock were entitled immediately prior to such event under clause (b)
of the preceding sentence shall be adjusted by multiplying such amount by a
fraction, the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding immediately prior to such
event.

(B) The Corporation shall declare a dividend or distribution on the
Series A Preferred Stock as provided in paragraph (A) of this Section
immediately after it declares a dividend or distribution on the Common Stock
(other than a dividend payable in shares of Common Stock); provided that, in the
event no dividend or distribution shall have been declared on the Common Stock

B-2

during the period between any Quarterly Dividend Payment Date and the next
subsequent Quarterly Dividend Payment Date, a dividend of $1.00 per share on the
Series A Preferred Stock shall nevertheless be payable on such subsequent
Quarterly Dividend Payment Date.

(C) Dividends shall begin to accrue and be cumulative on outstanding
shares of Series A Preferred Stock from the Quarterly Dividend Payment Date next
preceding the date of issue of such shares, unless the date of issue of such
shares is prior to the record date for the first Quarterly Dividend Payment
Date, in which case dividends on such shares shall begin to accrue from the date
of issue of such shares, or unless the date of issue is a Quarterly Dividend
Payment Date or is a date after the record date for the determination of holders
of shares of Series A Preferred Stock entitled to receive a quarterly dividend
and before such Quarterly Dividend Payment Date, in either of which events such
dividends shall begin to accrue and be cumulative from such Quarterly Dividend
Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends
paid on the shares of Series A Preferred Stock in an amount less than the total
amount of such dividends at the time accrued and payable on such shares shall be
allocated pro rata on a share-by-share basis among all such shares at the time
outstanding. The Board of Directors may fix a record date for the determination
of holders of shares of Series A Preferred Stock entitled to receive payment of
a dividend or distribution declared thereon, which record date shall be not more
than 60 days prior to the date fixed for the payment thereof.

Section 3. VOTING RIGHTS. The holders of shares of Series A Preferred
Stock shall have the following voting rights:

(A) Subject to the provision for adjustment hereinafter set forth, each
share of Series A Preferred Stock shall entitle the holder thereof to 100 votes
on all matters submitted to a vote of the stockholders of the Corporation. In
the event the Corporation shall at any time declare or pay any dividend on the
Common Stock payable in shares of Common Stock, or effect a subdivision or
combination or consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common Stock, then in each
such case the number of votes per share to which holders of shares of Series A
Preferred Stock were entitled immediately prior to such event shall be adjusted
by multiplying such number by a fraction, the numerator of which is the number
of shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

(B) Except as otherwise provided herein, in any other Certificate of
Amendment creating a series of Preferred Stock or any similar stock, or by law,
the holders of shares of Series A Preferred Stock and the holders of shares of
Common Stock and any other capital stock of the Corporation having general
voting rights shall vote together as one class on all matters submitted to a
vote of stockholders of the Corporation.

B-3

(C) Except as set forth in the Certificate of Incorporation or herein,
or as otherwise provided by law, holders of Series A Preferred Stock shall have
no special voting rights and their consent shall not be required (except to the
extent they are entitled to vote with holders of Common Stock as set forth
herein) for taking any corporate action.

Section 4. REACQUIRED SHARES. Any shares of Series A Preferred Stock
purchased or otherwise acquired by the Corporation in any manner whatsoever
shall be retired and canceled promptly after the acquisition thereof. All such
shares shall upon their cancellation become authorized but unissued shares of
Preferred Stock and may be reissued as part of a new series of Preferred Stock
subject to the conditions and restrictions on issuance set forth herein, in the
Certificate of Incorporation, or in any other Certificate of Amendment creating
a series of Preferred Stock or any similar stock or as otherwise required by
law.

Section 5. LIQUIDATION, DISSOLUTION OR WINDING UP. Upon any liquidation,
dissolution or winding up of the Corporation, no distribution shall be made (1)
to the holders of shares of stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Series A Preferred Stock unless,
prior thereto, the holders of shares of Series A Preferred Stock shall have
received $100 per share, plus an amount equal to accrued and unpaid dividends
and distributions thereon, whether or not declared, to the date of such payment,
provided that the holders of shares of Series A Preferred Stock shall be
entitled to receive an aggregate amount per share, subject to the provision for
adjustment hereinafter set forth, equal to 100 times the aggregate amount to be
distributed per share to holders of shares of Common Stock, or (2) to the
holders of shares of stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Series A Preferred Stock,
except distributions made ratably on the Series A Preferred Stock and all such
parity stock in proportion to the total amounts to which the holders of all such
shares are entitled upon such liquidation, dissolution or winding up. In the
event the Corporation shall at any time declare or pay any dividend on the
Common Stock payable in shares of Common Stock, or effect a subdivision or
combination or consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common Stock, then in each
such case the aggregate amount to which holders of shares of Series A Preferred
Stock were entitled immediately prior to such event under the proviso in clause
(1) of the preceding sentence shall be adjusted by multiplying such amount by a
fraction the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding immediately prior to such
event.

Section 6. CONSOLIDATION, MERGER, ETC. In case the Corporation shall
enter into any consolidation, merger, combination or other transaction in which
the shares of Common Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then in any such case each share of
Series A Preferred Stock shall at the same time be similarly exchanged or

B-4

changed into an amount per share, subject to the provision for adjustment
hereinafter set forth, equal to 100 times the aggregate amount of stock,
securities, cash and/or any other property (payable in kind), as the case may
be, into which or for which each share of Common Stock is changed or exchanged.
In the event the Corporation shall at any time declare or pay any dividend on
the Common Stock payable in shares of Common Stock, or effect a subdivision or
combination or consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common Stock, then in each
such case the amount set forth in the preceding sentence with respect to the
exchange or change of shares of Series A Preferred Stock shall be adjusted by
multiplying such amount by a fraction, the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

Section 7. NO REDEMPTION. The shares of Series A Preferred Stock shall
not be redeemable.

Section 8. RANK. The Series A Preferred Stock shall be of equal rank in
respect of the preferred as to dividends and to payments upon the liquidation,
dissolution or winding up, whether voluntary or involuntary, of the Corporation,
with all shares of Preferred Stock of all series.

Section 9. AMENDMENT. The Certificate of Incorporation of the
Corporation shall not be amended in any manner which would materially alter or
change the powers, preferences or special rights of the Series A Preferred Stock
so as to affect them adversely without the affirmative vote of the holders of at
least two-thirds of the outstanding shares of Series A Preferred Stock, voting
together as a single class.

Fifth. The capital of the corporation shall be at least equal to the sum of the
aggregate par value of all the issued shares having par value, plus the
aggregate amount of consideration received by the corporation for the issuance
of shares without par value, plus such amounts as, from time to time, by
resolution of the Board of Directors, may be transferred thereto.

The authorized shares of stock without par value may be issued by this
corporation from time to time for such consideration as may be fixed by the
Board of Directors; and any and all shares without par value so issued, the
consideration for which so fixed has been paid or delivered, shall be fully paid
stock and shall not be liable to any further call or assessment thereon, and the
holders shall not be liable for any further payments in respect of such shares.

Whenever the corporation shall have purchased or shall have otherwise
reacquired shares of its common stock, the Board of Directors may eliminate any
or all of said reacquired shares from the total authorized number of shares of
the corporation or may restore said reacquired shares to the status of
unauthorized but unissued shares in accordance with Section 243 of the Delaware
General Corporation Law.

B-5

Sixth. The Board of Directors is expressly authorized to alter, amend or repeal
the Bylaws of the Corporation or to adopt new Bylaws.

Seventh. (a) The Corporation will, to the fullest extent permitted by the
Delaware General Corporation Law, as the same exists or may hereafter be
amended, indemnify any and all persons it has power to indemnify under such law
from and against any and all of the expenses, liabilities or other matters
referred to in or covered by such law. Such indemnification may be provided
pursuant to any Bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his director or officer capacity
and as to action in another capacity while holding such office, will continue as
to a person who has ceased to be a director, officer, employee or agent, and
will inure to the benefit of the heirs, executors and administrators of such a
person.

(b) If a claim under the preceding paragraph (a) is not paid in full by the
Corporation within 90 days after a written claim has been received by the
Corporation, the claimant may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim and, if successful in
whole or in part, the claimant will be entitled to be paid also the expense of
prosecuting such claim. It will be a defense to any such action (other than an
action brought to enforce a claim for expenses incurred in defending any
proceeding in advance of its final disposition where the required undertaking,
if any is required, has been tendered to the Corporation) that the claimant has
not met the standards of conduct that make it permissible under the laws of the
State of Delaware for the Corporation to indemnify the claimant for the amount
claimed, but the burden of proving such defense will be on the Corporation.
Neither the failure of the Corporation (including its Board of Directors,
independent legal counsel, or its stockholders) to have made a determination
prior to the commencement of such action that indemnification of the claimant is
proper in the circumstances because he has met the applicable standard of
conduct set forth in the laws of the State of Delaware nor an actual
determination by the Corporation (including its Board of Directors, independent
legal counsel, or its stockholders) that the claimant has not met such
applicable standard of conduct, will be a defense to the action or create a
presumption that the claimant has not met the applicable standard of conduct.

Eighth. To the fullest extent permitted by the Delaware General Corporation Law,
as the same exists or may hereafter be amended, a director of the Corporation
will not be personally liable to the Corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director. Any repeal or
modification of this Article will not increase the personal liability of any
director of the Corporation for any act or occurrence taking place before such
repeal or modification, or adversely affect any right or protection of a
director of the Corporation existing at the time of such repeal or modification.
The provisions of this Article shall not be deemed to limit or preclude

B-6

indemnification of a director by the Corporation for any liability of a director
that has not been eliminated by the provisions of this Article.

Ninth. The address of the Corporation's initial registered office is 615 South
Dupont Highway, Dover, DE 19901, County of Kent and the name of its initial
registered agent at that address is National Corporate Research Ltd.

Tenth. By resolution duly adopted by the holders of not less than a majority of
the shares of stock then issued and outstanding and entitled to vote at any
regular or special meeting of the shareholders of the Corporation duly called
and held as provided in the Bylaws of the Corporation, any director or directors
of the Corporation may be removed from office at any time or times, with or
without cause.

Eleventh. The Board of Directors shall have the power, in its discretion, to
provide for and to pay to directors rendering unusual or exceptional services to
the Corporation special compensation appropriate to the value of such services.

Twelfth. The Corporation reserves the right to amend, alter or repeal any
provision contained in this Certificate of Incorporation in the manner now or
hereafter prescribed by statute, and all rights conferred upon the shareholders
herein are granted subject to this reservation.

4. The foregoing Restated Certificate of Incorporation was duly adopted
in accordance with Section 245 of the Delaware General Corporation Law.

IN WITNESS WHEREOF, I have signed this certificate on the ____ day of
_______, 2003 and affirm that the statements contained herein are true under
penalties of perjury.

--------------------------

B-7

APPENDIX C

AMENDED BYLAWS
OF
NYFIX (DELAWARE), INC.

TABLE OF CONTENTS

Page
----

ARTICLE I. Offices.................................................... C-1

Section 1. Registered Office.......................................... C-1
Section 2. Other Offices.............................................. C-1

ARTICLE II. Stockholders............................................... C-1

Section 1. Place of Meetings........................................... C-1
Section 2. Annual Meeting.............................................. C-1
Section 3. List of Stockholders........................................ C-1
Section 4. Special Meetings............................................ C-2
Section 5. Notice...................................................... C-2
Section 6. Inspectors of Election.......................................C-2
Section 7. Quorum...................................................... C-3
Section 8. Qualification of Voters.................................... C-3
Section 9. Voting..................................................... C-3
Section 10. Method of Voting.......................................... C-4
Section 11. Record Date............................................... C-4
Section 12. Advance Notice of Stockholder Nominees
For Director and Other Stockholder
Proposals.......................................... C-4

ARTICLE III. Board of Directors......................................... C-7

Section 1. Management................................................. C-7
Section 2. Qualification; Election; Term.............................. C-7
Section 3. Number..................................................... C-8
Section 4. Removal.................................................... C-8
Section 5. Vacancies.................................................. C-8
Section 6. Place of Meetings.......................................... C-8
Section 7. Annual Meeting............................................. C-8
Section 8. Regular Meetings........................................... C-8
Section 9. Special Meetings........................................... C-8
Section 10. Quorum..................................................... C-9
Section 11. Committees................................................. C-9

C-i

Section 12. Action by Consent.......................................... C-9
Section 13. Compensation of Directors.................................. C-10

ARTICLE IV. Notice..................................................... C-10

Section 1. Form of Notice............................................. C-10
Section 2. Waiver..................................................... C-10

ARTICLE V. Officers and Agents........................................ C-10

Section 1. Election................................................... C-10
Section 2. Other Officers and Agents.................................. C-11
Section 3. Compensation............................................... C-11
Section 4. Term of Office and Removal................................. C-11
Section 5. President.................................................. C-11
Section 6. Vice Presidents............................................ C-11
Section 7. Secretary and Assistant Secretaries......................... C-11
Section 8. Treasurer and Assistant Treasurers.......................... C-12
Section 9. Checks and Notes............................................ C-12

ARTICLE VI. Certificates Representing Shares......................... C-13

Section 1. Form of Certificates...................................... C-13
Section 2. Lost Certificates.......................................... C-13
Section 3. Transfer of Shares......................................... C-14
Section 4. Registered Stockholders.................................... C-14

ARTICLE VII. General Provisions......................................... C-14

Section 1. Dividends.................................................. C-14
Section 2. Reserves................................................... C-14
Section 3. Telephone and Similar Meetings............................. C-15
Section 4. Books and Records.......................................... C-15
Section 5. Fiscal Year................................................ C-15
Section 6. Seal....................................................... C-15
Section 7. Advances of Expenses....................................... C-15
Section 8. Indemnification............................................ C-16
Section 9. Insurance.................................................. C-16
Section 10. Resignation................................................ C-16
Section 11. Amendment of Bylaws........................................ C-17
Section 12. Invalid Provisions......................................... C-17
Section 13. Relation to the Certificate of Incorporation............... C-17

C-ii

AMENDED BYLAWS
OF
NYFIX (DELAWARE), INC.

ARTICLE I.

Offices

Section 1. Registered Office. The registered office and registered agent of
NYFIX (DELAWARE), INC. (the "Corporation") will be as from time to time set
forth in the Corporation's Certificate of Incorporation or in any certificate
filed with the Secretary of State of the State of Delaware, and the appropriate
county Recorder or Recorders, as the case may be, to amend such information.

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 or the business of the Corporation may require.

ARTICLE II.

Stockholders

Section 1. Place of Meetings. All meetings of the stockholders for the election
of Directors will be held at such place, within or without the State of
Delaware, as may be fixed from time to time by the Board of Directors. Meetings
of stockholders for any other purpose may be held at such time and place, within
or without the State of Delaware, as may be stated in the notice of the meeting
or in a duly executed waiver of notice thereof. If no place is fixed for a
meeting of stockholders, such meeting shall be held at the principal office of
the Corporation.

Section 2. Annual Meeting. An annual meeting of the stockholders will be held at
such time as may be determined by the Board of Directors, at which meeting the
stockholders will elect a Board of Directors, and transact such other business
as may properly be brought before the meeting.

Section 3. List of Stockholders. At least ten days before each meeting of
stockholders, a complete list of the stockholders entitled to vote at said
meeting, arranged in alphabetical order, with the address of and the number of
voting shares registered in the name of each, will be prepared by the officer or
agent having charge of the stock transfer books. Such list will 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 ten days prior to the meeting,
either at a place within the city where the meeting is to be held, which place
will be specified in the notice of the meeting, or if not so specified at the

C-1

place where the meeting is to be held. Such list will be produced and kept open
at the time and place of the meeting during the whole time thereof, and will be
subject to the inspection of any stockholder who may be present. If the right to
vote at any meeting is challenged, the inspector(s) of election, or the person
presiding thereat if no such inspector has been appointed, will require such
list of the stockholders to be produced as evidence of the right of the persons
challenged to vote at such meeting, and all persons who appear from such list to
be stockholders entitled to vote at such meeting may vote thereat.

Section 4. Special Meetings. Special meetings of the stockholders, for any
purpose or purposes, unless otherwise prescribed by law, the Certificate of
Incorporation or these Bylaws, may be called by the Board of Directors, the
Chairman of the Board, or the President. Business transacted at all special
meetings will be confined to the purposes stated in the notice of the meeting
unless all stockholders entitled to vote are present and consent.

Section 5. Notice. Written or printed notice stating the place, day and hour of
any meeting of the stockholders and, in case of a special meeting, the purpose
or purposes for which the meeting is called and the person or persons calling
the special meeting, will be delivered not less than ten nor more than sixty
days before the date of the meeting, either personally or by mail, by or at the
direction of the Chairman of the Board, the President, the Secretary, or the
officer or person calling the meeting, to each stockholder of record entitled to
vote at the meeting.

If, at any meeting, action is proposed to be taken which, if taken, would
entitle objecting stockholders to receive payment for their shares, the notice
shall include a statement of that purpose and to that effect.

When a meeting is adjourned to another time or place, it shall not be necessary
to give any notice of the adjourned meeting if the time and place to which the
meeting is adjourned are announced at the meeting at which the adjournment is
taken. At the adjourned meeting, any business may be transacted that might have
been transacted on the original date of the meeting. However, if after the
adjournment, the Board of Directors fixes a new record date for the adjourned
meeting, a notice of the adjourned meeting shall be given to each stockholder of
record on the new record date entitled to notice under this Section 5.

Section 6. Inspectors of Election. The Board of Directors, in advance of any
stockholders' meeting, may appoint one or more inspectors to act at the meeting
or any adjournment thereof. If inspectors are not so appointed, the person
presiding at a stockholders' meeting may, and on the request of any stockholder
entitled to vote thereat will, appoint one or more inspectors. In case any
person appointed fails to appear or act, the vacancy may be filled by
appointment in advance of the meeting by the Board or at the meeting by the
person presiding thereat. Each inspector, before entering upon the discharge of
his duties, shall take and sign an oath faithfully to execute the duties of such

C-2

inspector at such meeting with strict impartiality and according to the best of
such inspector's ability.

The inspector(s) shall determine the number of shares outstanding and the voting
power of each, the shares represented at the meeting, the existence of a quorum,
and the validity and effect of proxies, and shall receive votes, ballots or
consents, hear and determine all challenges and questions arising in connection
with the right to vote at the meeting, count and tabulate all votes, ballots or
consents, determine the results thereof, and do such acts as are proper to
conduct the election or vote with fairness to all stockholders. On request of
the person presiding at the meeting, or of any stockholder entitled to vote
thereat, the inspector(s) will make a report in writing of any challenge,
question or matter determined by such inspector(s) and will execute a
certificate of any fact found by such inspector(s). Any report or certificate
made by the inspector(s) shall be prima facie evidence of the facts stated and
of any vote certified by such inspector(s).

Section 7. Quorum. Except as otherwise provided by law, the Certificate of
Incorporation or these Bylaws, at all meetings of the stockholders, the presence
in person or by proxy of the holders of a majority of the voting power
represented by shares issued and outstanding and entitled to vote will be
necessary and sufficient to constitute a quorum for the transaction of business;
provided that when a specified item of business is required to be voted on by a
class or series, voting as a class, the holders of a majority of the shares of
such class or series shall constitute a quorum for the transaction of such
specified item of business. If, however, such quorum is not present or
represented at any meeting of the stockholders, a majority of the stockholders
entitled to vote thereat, present in person or represented by proxy, will have
power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum is present or represented. 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 will
be given to each stockholder of record entitled to vote at the meeting. At such
adjourned meeting at which a quorum is present or represented, any business may
be transacted that might have been transacted at the meeting as originally
notified.

Section 8. Qualification of Voters. Unless otherwise provided in the Certificate
of Incorporation, every stockholder of record will be entitled at every meeting
of the stockholders to one vote for every share standing in such stockholder's
name on the record of stockholders.

Treasury shares as of the record date and shares held as of the record date by
another domestic or foreign corporation of any kind, if a majority of the shares
entitled to vote in the election of directors of such other corporation is held
as of the record date by the Corporation, will not be shares entitled to vote or
to be counted in determining the total number of outstanding shares.

Section 9. Voting. When a quorum is present at any meeting of the Corporation's
stockholders, the vote of the holders of a majority of the shares entitled to
vote on, and voted for or against, any matter will decide any questions brought

C-3

before such meeting, unless the question is one upon which, by express provision
of law, the Certificate of Incorporation or these Bylaws, a different vote is
required, in which case such express provision will govern and control the
decision of such question. The stockholders present in person or by proxy at a
duly organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough stockholders to leave less than a
quorum.

Section 10. Method of Voting. Any stockholder having the right to vote at a
meeting of the stockholders, or to express consent or dissent without a meeting,
will be entitled to vote in person, or by proxy appointed by an instrument in
writing subscribed by such stockholder and bearing a date not more than three
years prior to such meeting, or such expression of consent or dissent without a
meeting, unless such instrument provides for a longer period. Each proxy will be
revocable unless expressly provided therein to be irrevocable and if, and only
as long as, it is coupled with an interest sufficient in law to support an
irrevocable power. A proxy may be made irrevocable regardless of whether the
interest with which it is coupled is an interest in the stock itself or an
interest in the Corporation generally. The authority of the holder of a proxy to
act shall not be revoked by the incompetence or death of the stockholder who
executed the proxy, unless before the authority is exercised, written notice of
an adjudication of such incompetence or of such death is received by the
Secretary or any Assistant Secretary. Such proxy will be filed with the
Secretary of the Corporation prior to or at the time of the meeting. Voting at a
meeting on any question or in any election, other than for directors, may be by
voice vote or show of hands unless the presiding officer orders, or any
stockholder demands, that voting be by written ballot.

Section 11. Record Date. The Board of Directors may fix in advance a record date
for the purpose of determining stockholders entitled to notice of or to vote at
a meeting of stockholders, or to express consent to or dissent from any proposal
without a meeting, or for the purpose of determining stockholders entitled to
receive payment of any dividend or the allotment of any rights, or for the
purpose of any other action. Such record date will not precede the date upon
which the resolution fixing the record date is adopted by the Board of
Directors, and such record date will not be less than ten nor more than sixty
days prior to such meeting, nor more than sixty days prior to any other action.
In the absence of any action by the Board of Directors, the close of business on
the date next preceding the day on which the notice is given will be the record
date, or, if notice is waived, the close of business on the day next preceding
the day on which the meeting is held will be the record date.

When a determination of stockholders of record entitled to notice of or to vote
at any meeting of stockholders has been made as provided in this Section, such
determination shall apply to any adjournment thereof, unless the Board of
Directors fixes a new record date for the adjourned meeting.

Section 12. Advance Notice of Stockholder Nominees for Director and Other
Stockholder Proposals.

C-4

(a) The matters to be considered and brought before any annual or special
meeting of stockholders of the Corporation shall be limited to only such
matters, including the nomination and election of directors, as shall be brought
properly before such meeting in compliance with the procedures set forth in this
Section 12.

(b) For any matter to be properly brought before any annual meeting of
stockholders, the matter must be (i) specified in the notice of annual meeting
given by or at the direction of the Board of Directors, (ii) otherwise brought
before the annual meeting by or at the direction of the Board of Directors or
(iii) brought before the annual meeting in the manner specified in this Section
12 (x) by a stockholder that holds of record stock of the Corporation entitled
to vote at the annual meeting on such matter (including any election of a
director) or (y) by a person (a "Nominee Holder") that holds such stock through
a nominee or "street name" holder of record of such stock and can demonstrate to
the Corporation such indirect ownership of, and such Nominee Holder's
entitlement to vote, such stock on such matter. In addition to any other
requirements under applicable law, the certificate of incorporation and these
Bylaws, persons nominated by stockholders for election as directors of the
Corporation and any other proposals by stockholders shall be properly brought
before an annual meeting of stockholders only if notice of any such matter to be
presented by a stockholder at such meeting (a "Stockholder Notice") shall be
delivered to the Secretary of the Corporation at the principal executive office
of the Corporation not less than 90 nor more than 120 days prior to the first
anniversary date of the annual meeting for the preceding year; provided,
however, that if and only if the annual meeting is not scheduled to be held
within a period that commences 30 days before and ends 30 days after such
anniversary date (an annual meeting date outside such period being referred to
herein as an "Other Meeting Date"), such Stockholder Notice shall be given in
the manner provided herein by the later of (i) the close of business on the date
90 days prior to such Other Meeting Date or (ii) the close of business on the
tenth day following the date on which such Other Meeting Date is first publicly
announced or disclosed. Any stockholder desiring to nominate any person or
persons (as the case may be) for election as a director or directors of the
Corporation at an annual meeting of stockholders shall deliver, as part of such
Stockholder Notice, a statement in writing setting forth the name of the person
or persons to be nominated, the number and class of all shares of each class of
stock of the Corporation owned of record and beneficially by each such person,
as reported to such stockholder by such person, the information regarding each
such person required by paragraphs (a), (e) and (f) of Item 401 of Regulation
S-K adopted by the Securities and Exchange Commission (the "SEC"), each such
person's signed consent to serve as a director of the Corporation if elected,
such stockholder's name and address, the number and class of all shares of each
class of stock of the Corporation owned of record and beneficially by such
stockholder and, in the case of a Nominee Holder, evidence establishing such
Nominee Holder's indirect ownership of stock and entitlement to vote such stock
for the election of directors at the annual meeting. Any stockholder who gives a
Stockholder Notice of any matter (other than a nomination for director) proposed
to be brought before an annual meeting of stockholders shall deliver, as part of
such Stockholder Notice, the text of the proposal to be presented and a brief
written statement of the reasons why such stockholder favors the proposal and
setting forth such stockholder's name and address, the number and class of all

C-5

shares of each class of stock of the Corporation owned of record and
beneficially by such stockholder, any material interest of such stockholder in
the matter proposed (other than as a stockholder), if applicable, and, in the
case of a Nominee Holder, evidence establishing such Nominee Holder's indirect
ownership of stock and entitlement to vote such stock on the matter proposed at
the annual meeting. As used in these Bylaws, shares "beneficially owned" shall
mean all shares which such person is deemed to beneficially own pursuant to
Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934 (the "Exchange
Act"). If a stockholder is entitled to vote only for a specific class or
category of directors at a meeting (annual or special), such stockholder's right
to nominate one or more individuals for election as a director at the meeting
shall be limited to such class or category of directors.

Notwithstanding any provision of this Section 12 to the contrary, in the event
that the number of directors to be elected to the Board of Directors of the
Corporation at the next annual meeting of stockholders is increased by virtue of
an increase in the size of the Board of Directors and either all of the nominees
for director at the next annual meeting of stockholders or the size of the
increased Board of Directors is not publicly announced or disclosed by the
Corporation at least 100 days prior to the first anniversary of the preceding
year's annual meeting, a Stockholder Notice shall also be considered timely
hereunder, but only with respect to nominees to stand for election at the next
annual meeting as the result of any new positions created by such increase, if
it shall be delivered to the Secretary of the Corporation at the principal
executive office of the Corporation not later than the close of business on the
tenth day following the first day on which all such nominees or the size of the
increased Board of Directors shall have been publicly announced or disclosed.

(c) Except as provided in the immediately following sentence, no matter shall be
properly brought before a special meeting of stockholders unless such matter
shall have been brought before the meeting pursuant to the Corporation's notice
of such meeting. In the event the Corporation calls a special meeting of
stockholders for the purpose of electing one or more directors to the Board of
Directors, any stockholder entitled to vote for the election of such director(s)
at such meeting may nominate a person or persons (as the case may be) for
election to such position(s) as are specified in the Corporation's notice of
such meeting, but only if the Stockholder Notice required by Section 12 hereof
shall be delivered to the Secretary of the Corporation at the principal
executive office of the Corporation not later than the close of business on the
tenth day following the first day on which the date of the special meeting and
either the names of all nominees proposed by the Board of Directors to be

C-6

elected at such meeting or the number of directors to be elected shall have been
publicly announced or disclosed.

(d) For purposes of this Section 12, a matter shall be deemed to have been
"publicly announced or disclosed" if such matter is disclosed in a press release
reported by the Dow Jones News Service, the Associated Press or a comparable
national news service or in a document publicly filed by the Corporation with
the SEC.

(e) In no event shall the adjournment of an annual meeting or a special meeting,
or any announcement thereof, commence a new period for the giving of notice as
provided in this Section 12. This Section 12 shall not apply to (i) any
stockholder proposal made pursuant to Rule 14a-8 under the Exchange Act or (ii)
any nomination of a director in an election in which only the holders of one or
more series of Preferred Stock of the Corporation issued pursuant to Article
Fourth of the certificate of incorporation are entitled to vote (unless
otherwise provided in the terms of such stock).

(f) The chairman of any meeting of stockholders, in addition to making any other
determinations that may be appropriate to the conduct of the meeting, shall have
the power and duty to determine whether notice of nominees and other matters
proposed to be brought before a meeting has been duly given in the manner
provided in this Section 12 and, if not so given, shall direct and declare at
the meeting that such nominees and other matters shall not be considered.

ARTICLE III.

Board of Directors

Section 1. Management. The business and affairs of the Corporation will be
managed by or under the direction of its Board of Directors who may exercise all
such powers of the Corporation and do all such lawful acts and things as are not
by law, by the Certificate of Incorporation or by these Bylaws directed or
required to be exercised or done by the stockholders.

Section 2. Qualification; Election; Term. The directors shall be elected at an
annual meeting of stockholders at which a quorum is present. Directors shall be
elected by a plurality of the votes of the shares present in person or
represented by proxy and entitled to vote on the election of directors. Each
director so chosen shall hold office until his or her term expires and until his
or her successor is elected and qualified or, if earlier, until his or her
death, resignation, or removal from office. None of the directors needs to be a
stockholder of the Corporation or a resident of the State of Delaware. Each
director must have attained the age of majority.

C-7

Section 3. Number. The number of Directors constituting the entire Board of
Directors will be the number, not less than two nor more than seven, fixed from
time to time by a majority of the total number of directors which the
Corporation would have, prior to any increase or decrease, if there were no
vacancies; provided, however, that no decrease shall shorten the term of an
incumbent director, and provided further that if all the shares of the
Corporation are owned beneficially and of record by fewer than two stockholders,
the number of directors may be less than two but not less than the number of
stockholders. Unless otherwise fixed by the directors, the number of directors
constituting the entire Board shall be the same as the number of members of the
initial Board of Directors as set forth in the Certificate of Incorporation.

Section 4. Removal. Any or all of the directors may be removed with or without
cause by vote of the shareholders.

Section 5. Vacancies. Newly created directorships resulting from an increase in
the authorized number of directors and vacancies occurring in the Board of
Directors for any reason except the removal of directors by stockholders may be
filled by vote of a majority of the directors then in office, although less than
a quorum exists. Vacancies occurring as a result of the removal of directors by
stockholders shall be filled by the stockholders, who may do so at a special
meeting of stockholders called for that purpose. A director elected to fill a
vacancy shall be elected to hold office for the unexpired term of such
director's predecessor.

Section 6. Place of Meetings. Meetings of the Board of Directors, regular or
special, may be held at such place within or without the State of Delaware as
may be fixed from time to time by the Board of Directors. If no place is so
fixed, regular meetings of the Board will be held at the principal office of the
Corporation.

Section 7. Annual Meeting. The first meeting of each newly elected Board of
Directors will be held without further notice immediately following the annual
meeting of stockholders and at the same place, unless by unanimous consent the
Directors then elected and serving change such time or place.

Section 8. Regular Meetings. Regular meetings of the Board of Directors may be
held without notice at such time and place as is from time to time determined by
the Board.

Section 9. Special Meetings. Special meetings of the Board of Directors may be
held at any time upon the call of the President or a majority of the Board of
Directors. Notice of each special meeting of the Board shall be given to each
director either by mail not later than noon, Eastern Time, on the third day
prior to the meeting or by telegram, written message or orally not later than
noon, Eastern Time, on the day prior to the meeting. Notices are deemed to have
been properly given if given: by mail, when deposited in the United States mail;
by telegram at the time of filing; or by messenger at the time of delivery.

C-8

A notice, or waiver of notice, need not specify the purpose of any meeting of
the Board of Directors.

Section 10. Quorum of Directors; Adjournments; Action by the Board. At all
meetings of the Board of Directors, the presence of a majority of the entire
Board of Directors fixed by these Bylaws will constitute a quorum for the
transaction of business, and the vote of a majority of the Directors present at
a meeting at the time of such vote, if a quorum is then present, will be the act
of the Board of Directors, except as may be otherwise specifically provided by
law, the Certificate of Incorporation or these Bylaws.

A majority of the directors present, whether or not a quorum is present, may
adjourn any meeting to another time and place. Notice of any adjournment of a
meeting to another time or place shall be given, in the manner described above
in Section 9, to the directors who were not present at the time of adjournment
and, unless such time and place are announced at the meeting, to the other
directors.

Section 11. Executive and Other Committees of Directors. The Board of Directors
may, by resolution passed by a majority of the entire Board, designate from
among its members an executive committee and other committees, each committee to
consist of two or more Directors of the Corporation, which committees will have
such power and authority and will perform such functions as may be provided in
such resolution, except that no such committee shall have the authority as to
any of the following matters: (i) the submission to stockholders of any action
that needs stockholders' approval; (ii) the filling of vacancies in the Board or
in any committee; (iii) the fixing of compensation of the directors for serving
on the Board or on any committee; (iv) the amendment or repeal of the Bylaws, or
the adoption of new Bylaws; (v) the amendment or repeal of any resolution of the
Board which, by its terms, shall not be so amendable or repealable; or (vi) the
indemnification of any director.

The Board of Directors may designate one or more directors as alternate members
of such committee, who may replace any absent member or members at any meeting
of such committee.

Unless a greater proportion is required by the resolution designating a
committee, a majority of the entire authorized number of members of such
committee will constitute a quorum for the transaction of business, and the vote
of a majority of the members present at a meeting at the time of such vote, if a
quorum is then present, will be the act of such committee.

Each such committee will serve at the pleasure of the Board of Directors, will
have such name as may be designated by the Board and will keep regular minutes
of its proceedings and report the same to the Board of Directors when required.

Section 12. Action by Consent. Any action required or permitted to be taken at a
meeting by the Board of Directors or any committee thereof may be taken without
such a meeting if all members of the Board or the committee, as the case may be,
consent in writing to the adoption of a resolution authorizing the action. The

C-9

resolution and the written consent shall be filed with the minutes of the
proceedings of the Board or committee.

Section 13. Compensation of Directors. Directors will receive such compensation
for their services and reimbursement for their expenses as the Board of
Directors, by resolution, may establish; provided that nothing herein contained
will be construed to preclude any Director from serving the Corporation in any
other capacity and receiving compensation therefore fixed by authorization of
the Board of Directors.

ARTICLE IV.

Notice

Section 1. Form of Notice. Whenever by law, the Certificate of Incorporation or
these Bylaws, notice is to be given to any Director or stockholder, and such
notice is by mail or no provision is made as to how such notice will be given,
such notice may be given in writing, by mail, postage prepaid. Notices by mail,
telegram or messenger to a Director, or by mail to a stockholder, will be
addressed to such Director or stockholder at such address as appears on the
books of the Corporation, or, if such Director or stockholder shall have filed
with the Secretary of the Corporation a written request that notices be sent to
some other address, then directed to such Director or stockholder at such other
address.

Any notice required or permitted to be given by mail will be deemed to be given
at the time the same is deposited in the United States mails.

Section 2. Waiver. Whenever any notice is required to be given to any
stockholder or Director of the Corporation as required by law, the Certificate
of Incorporation or these Bylaws, a waiver thereof in writing signed by the
person or persons entitled to such notice or a proxy, whether before or after
the time stated in such notice, will be equivalent to the giving of such notice.
Attendance of a stockholder or Director at a meeting will constitute a waiver of
notice of such meeting, except where such stockholder or Director attends for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business on the ground that the meeting has not been lawfully
called or convened.

ARTICLE V.

Officers and Agents

Section 1. Election of Officers. The Board of Directors, as soon as may be
practicable after the annual election of directors, will elect a President, a
Secretary and a Treasurer, and from time to time may elect or appoint such other
officers as it may determine. Any two or more offices may be held by the same
person, except that the same person may not hold the offices of President and

C-10

Secretary. The Board of Directors may also elect one or more Vice Presidents,
Assistant Secretaries and Assistant Treasurers.

Section 2. Other Officers and Agents. The Board of Directors may appoint such
other officers and agents as it deems necessary, who will hold their offices for
such terms and will exercise such powers and perform such duties as may be
determined from time to time by the Board.

Section 3. Compensation. The compensation of all officers and agents of the
Corporation will be fixed by the Board of Directors.

Section 4. Term of Office and Removal. Each officer of the Corporation will hold
office for the term for which he is elected or appointed, and until his
successor has been elected or appointed and qualified. Unless otherwise provided
in the resolution of the Board of Directors electing or appointing an officer,
his term of office shall extend to and expire at the meeting of the Board
following the next annual meeting of stockholders. Any officer may be removed by
the Board with or without cause, at any time. Removal of an officer without
cause shall be without prejudice to his contract rights, if any, and the
election or appointment of an officer shall not of itself create contract
rights. If the office of any officer becomes vacant for any reason, the vacancy
may be filled by the Board of Directors.

Section 5. President. The President will be the chief executive officer of the
Corporation, shall have general and active management of the business of the
Corporation and shall see that all orders and resolutions of the Board of
Directors are carried into effect. The President shall also preside at all
meetings of the stockholders and the Board of Directors.

The President shall execute bonds, mortgages and other contracts requiring a
seal, under the seal of the Corporation, except where required or permitted by
law to be otherwise signed and executed and except where the signing and
execution thereof shall be expressly delegated by the Board of Directors to some
other officer or agent of the Corporation.

Section 6. Vice Presidents. The Vice Presidents, in the order designated by the
Board of Directors, or in the absence of any designation, then in the order of
their election, during the absence or disability of or refusal to act by the
President, shall perform the duties and exercise the powers of the President and
shall perform such other duties as the Board of Directors will prescribe.

Section 7. Secretary and Assistant Secretaries. The Secretary will attend all
meetings of the Board of Directors and all meetings of the stockholders and
record all the proceedings of the meetings of the Corporation and of the Board
of Directors in a book to be kept for that purpose, and will perform like duties
for the standing committees when required. The Secretary will give, or cause to
be given, notice of all meetings of the stockholders and special meetings of the
Board of Directors, and shall perform such other duties as may be prescribed by

C-11

the Board of Directors or President, under whose supervision the Secretary shall
be. The Secretary will have custody of the corporate seal of the Corporation and
the Secretary, or an Assistant Secretary, shall have authority to affix the same
to any instrument requiring it and when so affixed, it may be attested by the
Secretary's signature or by the signature of such Assistant Secretary. The Board
of Directors may give general authority to any other officer to affix the seal
of the Corporation and to attest the affixing by his signature.

The Assistant Secretary, or if there be more than one, the Assistant Secretaries
in the order designated by the Board of Directors, or in the absence of any
designation, then in the order of their election, in the absence of the
Secretary or in the event of the Secretary's inability or refusal to act, will
perform the duties and exercise the powers of the Secretary and will perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe.

Section 8. Treasurer and Assistant Treasurers. The Treasurer shall have the
custody of the corporate funds and securities; will keep full and accurate
accounts of receipts and disbursements in books belonging to the Corporation;
and will deposit all moneys and other valuable effects in the name and to the
credit of the Corporation in such depositories as may be designated by the Board
of Directors.

The Treasurer will disburse the funds as may be ordered by the Board of
Directors, taking proper vouchers for such disbursements, and will render to the
President and the Board of Directors, at its regular meetings, or when the Board
of Directors so requires, an account of all his transactions as Treasurer and of
the financial condition of the Corporation.

If required by the Board of Directors, the Treasurer shall give the Corporation
a bond in such sum and with such surety or sureties as shall be satisfactory to
the Board of Directors for the faithful performance of the duties of the office
of Treasurer, and for the restoration to the Corporation, in the case of the
Treasurer's death, resignation, retirement or removal from office, of all books,
papers, vouchers, money and other property of whatever kind in the possession or
under the control of the Treasurer belonging to the Corporation.

The Assistant Treasurer, or if there be more than one, the Assistant Treasurers
in the order designated by the Board of Directors, or in the absence of any
designation, then in the order of their election, in the absence of the
Treasurer or in the event of the Treasurer's inability or refusal to act, will
perform the duties and exercise the powers of the Treasurer and will perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe.

Section 9. Checks, Notes and the Like. All checks and drafts on, and withdrawals
from the Corporation's accounts with banks or other financial institutions, and
all bills of exchange, notes and other instruments for the payment of money,
drawn, made, endorsed, or accepted by the Corporation, shall be signed on its
behalf by the person or persons thereunto authorized by, or pursuant to
resolution of, the Board of Directors.

C-12

ARTICLE VI.

Certificates Representing Shares and Transfers of Shares

Section 1. Form of Certificates. The shares of the Corporation will be
represented by certificates, in such forms as the Board of Directors may
prescribe, signed by the President or a Vice President and the Secretary or an
Assistant Secretary or the Treasurer or an Assistant Treasurer. The shares may
be sealed with the seal of the Corporation or a facsimile thereof. The
signatures of the officers upon a certificate may be facsimiles if the
certificate is countersigned by a transfer agent or registered by a registrar
other than the Corporation or its employee. In case any officer who has signed
or whose facsimile signature has been placed upon a certificate will 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.

Each certificate representing shares issued by the Corporation will set forth
upon the face or back of the certificate, or shall state that the Corporation
will furnish to any stockholder upon request and without charge, a full
statement of the designation, relative rights, preferences and limitations of
the shares of each class of shares, if more than one, authorized to be issued
and the designation, relative rights, preferences and limitations of each series
of any class of preferred shares authorized to be issued so far as the same have
been fixed, and the authority of the Board of Directors to designate and fix the
relative rights, preferences and limitations of other series.

Each certificate representing shares shall state upon the face thereof: (i) that
the Corporation is formed under the laws of the State of Delaware; (ii) the name
of the person or persons to whom issued; and (iii) the number and class of
shares, and the designation of the series, if any, which such certificate
represents.

Section 2. Lost, Stolen or Destroyed Certificates.

No certificate for shares of the Corporation will be issued in place of any
certificate alleged to have been lost, destroyed or wrongfully taken, except, if
and to the extent required by the Board of Directors upon: (i) production of
evidence of loss, destruction or wrongful taking; (ii) delivery of a bond
indemnifying the Corporation and its agents against any claim that may be made
against it or them on account of the alleged loss, destruction or wrongful
taking of the replaced certificate or the issuance of the new certificate; (iii)
payment of the expenses of the Corporation and its agents incurred in connection
with the issuance of the new certificate; and (iv) compliance with other such
reasonable requirements as may be imposed.

When a certificate has been lost, apparently destroyed or wrongfully taken, and
the holder of record fails to notify the Corporation within a reasonable time

C-13

after such holder has notice of it, and the Corporation registers a transfer of
the shares represented by the certificate before receiving such notification,
the holder of record is precluded from making any claim against the Corporation
for the transfer of a new certificate.

Section 3. Transfer of Shares. Shares of stock will be transferable on the
record of stockholders upon presentment to the Corporation or a transfer agent
of a certificate or certificates representing the shares requested to be
transferred, with proper endorsement on the certificate or on a separate
accompanying document, together with such evidence of the payment of transfer
taxes and compliance with other provisions of law as the Corporation or its
transfer agent may require.

Section 4. Registered Stockholders. The Corporation will be entitled to treat
the holder of record of any share or shares of stock as the holder in fact
thereof and, accordingly, will 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 it has express or other notice thereof, except as otherwise
provided by law.

ARTICLE VII.

General Provisions

Section 1. Dividends. Dividends upon the outstanding shares of the Corporation,
subject to the provisions of the Certificate of Incorporation, if any, may be
declared by the Board of Directors at any regular or special meeting. Dividends
may be declared and paid in cash, in property, or in shares of the Corporation,
subject to the provisions of the General Corporation Law of the State of
Delaware and the Certificate of Incorporation. The Board of Directors may fix in
advance a record date for the purpose of determining stockholders entitled to
receive payment of any dividend, such record date will not precede the date upon
which the resolution fixing the record date is adopted, and such record date
will not be more than sixty days prior to the payment date of such dividend. In
the absence of any action by the Board of Directors, the close of business on
the date upon which the Board of Directors adopts the resolution declaring such
dividend will be the record date.

Section 2. Reserves. There may be created by resolution of the Board of
Directors out of the surplus of the Corporation such reserve or reserves as the
Directors from time to time, in their discretion, deem proper to provide for
contingencies, or to equalize dividends, or to repair or maintain any property
of the Corporation, or for such other purpose as the Directors may deem
beneficial to the Corporation, and the Directors may modify or abolish any such
reserve in the manner in which it was created. Surplus of the Corporation to the
extent so reserved will not be available for the payment of dividends or other
distributions by the Corporation.

C-14

Section 3. Telephone and Similar Meetings. Stockholders, directors and committee
members may participate in and hold meetings by means of conference telephone or
similar communications equipment by which all persons participating in the
meeting can hear each other. Participation in such a meeting will constitute
presence in person at the meeting, except where a person participates in the
meeting for the express purpose of objecting, at the beginning of the meeting,
to the transaction of any business on the ground that the meeting has not been
lawfully called or convened.

Section 4. Books and Records. The Corporation will keep correct and complete
books and records of account and minutes of the proceedings of its stockholders,
Board of Directors and any committees of directors and a current list of the
directors and officers and their residence addresses. The Corporation will keep
at its registered office or principal place of business, or at the office of its
transfer agent or registrar, a record of its stockholders, giving the names and
addresses of all stockholders and the number and class of the shares held by
each and the dates when they respectively became the owners of record thereof.

The Board of Directors may determine whether and to what extent and at what
times and places and under what conditions and regulations any accounts, books,
records or other documents of the Corporation will be open to inspection, and no
creditor, security holder or other person will have any right to inspect any
accounts, books, records or other documents of the Corporation except as
conferred by statute or as so authorized by the Board.

Section 5. Fiscal Year. The fiscal year of the Corporation will be the twelve
months ending December 31st, or such other period as may be fixed by the Board
of Directors.

Section 6. Corporate Seal. The Board of Directors may adopt a corporate seal,
alter such seal at pleasure, and authorize it to be used by causing it or a
facsimile to be affixed or impressed or reproduced in any other manner.

Section 7. Advances of Expenses. The Corporation will advance to its directors
and officers expenses incurred by them in connection with any "Proceeding,"
which term includes any threatened, pending or completed action, suit or
proceeding, whether brought by or in the right of the Corporation or otherwise
and whether of a civil, criminal, administrative or investigative nature
(including all appeals therefrom), in which a director or officer may be or may
have been involved as a party or otherwise, by reason of the fact that he is or
was a director or officer of the Corporation, by reason of any action taken by
him or of any inaction on his part while acting as such, or by reason of the
fact that he 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, employee benefit plan or other enterprise ("Official," which

C-15

term also includes directors and officers of the Corporation in their capacities
as directors and officers of the Corporation), whether or not he is serving in
such capacity at the time any liability or expense is incurred; provided that
the Official undertakes to repay all amounts advanced unless:

(i) in the case of all Proceedings other than a Proceeding by or in the right of
the Corporation, the Official establishes to the satisfaction of the
disinterested members of the Board of Directors that he acted in good faith or
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 proceeding, that he did not
have reasonable cause to believe his conduct was unlawful; provided that the
termination of any such Proceeding by judgment, order of court, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not by
itself create a presumption as to whether the Official acted in good faith or 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 proceeding, as to whether he
had reasonable cause to believe his conduct was unlawful; or

(ii) in the case of a Proceeding by or in the right of the Corporation, the
Official establishes to the satisfaction of the disinterested members of the
Board of Directors that he acted in good faith or in a manner he reasonably
believed to be in or not opposed to the best interests of the Corporation;
provided that if in such a Proceeding the Official is adjudged to be liable to
the Corporation, all amounts advanced to the Official for expenses must be
repaid except to the extent that the court in which such adjudication was made
shall determine upon application that despite such adjudication, in view of all
the circumstances, the Official is fairly and reasonably entitled to indemnity
for such expenses as the court may deem proper.

Section 8. Indemnification. The Corporation will indemnify its directors to the
fullest extent permitted by the Delaware General Corporation Law and may, if and
to the extent authorized by the Board of Directors, so indemnify its officers
and any other person whom it has the power to indemnify against any liability,
reasonable expense or other matter whatsoever.

Section 9. Insurance. The Corporation may at the discretion of the Board of
Directors purchase and maintain insurance to the fullest extent permitted by the
Delaware General Corporation Law 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 such person and incurred by such person
in any such capacity, or arising out of such person's status as such.

C-16

Section 10. Resignation. Any director, officer or agent may resign by giving
written notice to the President or the Secretary. Such resignation will take
effect at the time specified therein or immediately if no time is specified
therein. Unless otherwise specified therein, the acceptance of such resignation
will not be necessary to make it effective.

Section 11. Amendment of Bylaws. Bylaws of the Corporation may be adopted,
amended or repealed by vote of the holders of the shares at the time entitled to
vote in the election of any directors. Bylaws may also be adopted, amended or
repealed by the Board of Directors, but any bylaws adopted by the Board may be
amended or repealed by the stockholders entitled to vote thereon as hereinabove
provided.

If any bylaw regulating an impending election of directors is adopted, amended
or repealed by the Board of Directors, there shall be set forth in the notice of
the next meeting of stockholders for the election of directors the bylaw so
adopted, amended or repealed, together with a concise statement of the changes
made.

Section 12. Invalid Provisions. If any part of these Bylaws is held invalid or
inoperative for any reason, the remaining parts, so far as possible and
reasonable, will be valid and operative.

Section 13. Relation to the Certificate of Incorporation. These Bylaws are
subject to, and governed by, the Certificate of Incorporation of the
Corporation.