Amended And Restated Bylaws

INTERNET CAPITAL GROUP, INC.


BY-LAWS


As adopted on _____________, 1999


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TABLE OF CONTENTS


Page


ARTICLE I STOCKHOLDERS..................................................................................1


Section 1.1 Annual Meetings....................................................................1
Section 1.2 Special Meetings...................................................................1
Section 1.3 Notice of Meetings; Waiver.........................................................1
Section 1.4 Quorum.................... .........................................................2
Section 1.5 Voting.............................................................................2
Section 1.6 Voting by Ballot...................................................................2
Section 1.7 Adjournment........................................................................2
Section 1.8 Proxies............................................................................3
Section 1.9 Notice of Stockholder Business and Nominations.....................................3
Section 1.10 Organization; Procedure; Voting Lists.............................................6
Section 1.11 Inspectors of Elections...........................................................6
Section 1.12 Opening and Closing of Polls......................................................7
Section 1.13 No Stockholder Action by Written Consent or Telephone Conference................. .7


ARTICLE II BOARD OF DIRECTORS............................................................................8


Section 2.1 General Powers.....................................................................8
Section 2.2 Number and Term of Office..........................................................8
Section 2.3 Election of Directors..............................................................8
Section 2.4 Annual and Regular Meetings........................................................9
Section 2.5 Special Meetings; Notice...........................................................9
Section 2.6 Quorum; Voting.....................................................................9
Section 2.7 Adjournment.......................................................................10
Section 2.8 Action Without a Meeting..........................................................10
Section 2.9 Regulations; Manner of Acting .....................................................10
Section 2.10 Resignations.....................................................................11
Section 2.11 Removal of Directors.............................................................11
Section 2.12 Vacancies and Newly Created Directorships........................................11
Section 2.13 Compensation.....................................................................11
Section 2.14 Reliance on Accounts and Reports, etc............................................11


ARTICLE III COMMITTEES OF DIRECTORS AND ADVISORY BOARD..................................................12


Section 3.1 Committees of Directors...........................................................12
Section 3.4 Proceedings.......................................................................12
Section 3.3 Quorum and Manner of Acting.......................................................1 2
Section 3.4 Action by Telephonic Communications...............................................13
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Section 3.5 Absent or Disqualified Members....................................................13
Section 3.6 Resignations......................................................................13
Section 3.7 Removal...........................................................................13
Section 3.8 Vacancies.........................................................................13
Section 3.9 Advisory Board....................................................................13


ARTICLE IV OFFICERS.....................................................................................13


Section 4.1 Number............................................................................14
Section 4.2 Election..........................................................................14
Section 4.3 Compensation......................................................................14
Section 4.4 Removal and Resignation; Vacancies................................................14
Section 4.5 Authority and Duties of Officers..................................................14
Section 4.6 Chairman of the Board.............................................................15
Section 4.7 Vice Chairman of the Board........................................................15
Section 4.8 President.........................................................................15
Section 4.9 Managing Directors................................................................15
Section 4.10 Secretary............................ ............................................15
Section 4.11 Assistant Secretary..............................................................16
Section 4.12 Treasurer........................................................................16
Section 4.13 Additional Officers..............................................................16
Section 4.13 Security.........................................................................17


ARTICLE V CAPITAL STOCK.................................................................................17


Section 5.1 Certificates of Stock, Uncertificated Shares......................................17
Section 5.2 Signatures; Facsimile.............................................................17
Section 5.3 Lost, Stolen or Destroyed Certificates............................................17
Section 5.4 Transfer of Stock.................................................................18


Section 5.5 Record Date.......................................................................18
Section 5.6 Registered Stockholders...........................................................18
Section 5.7 Transfer Agent and Registrar......................................................19


ARTICLE VI INDEMNIFICATION..............................................................................19


Section 6.1 Nature of Indemnity...............................................................19
Section 6.2 Successful Defense................................................................20
Section 6.3 Determination that Indemnification is Proper......................................20
Section 6.4 Advance Payment of Expenses.......................................................20
Section 6.5 Procedure for Indemnification of Directors and Officers...........................21
Section 6.6 Survival; Preservation of Other Rights. ...........................................21
Section 6.7 Insurance.........................................................................22
Section 6.8 Severability......................................................................22
Section 6.9 Limitation on Liability...........................................................22
Section 6.10 Appearance as a Witness..........................................................22
Section 6.11 Indemnification of Employees and Agents..........................................23


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ARTICLE VII OFFICES.....................................................................................23


Section 7.1 Registered Office and Agent.......................................................23
Section 7.2 Other Offices.....................................................................23


ARTICLE VIII GENERAL PROVISIONS.........................................................................23


Section 8.1 Dividends.........................................................................23
Section 8.2 Reserves..........................................................................24


Section 8.3 Execution of Instruments..........................................................24
Section 8.4 Deposits..........................................................................24
Section 8.5 Checks............................................................................24
Section 8.6 Sale, Transfer, etc. of Securities................................................24
Section 8.7 Voting as Stockholder.............................................................24
Section 8.8 Fiscal Year.......................................................................25
Section 8.9 Seal..............................................................................25
Section 8.10 Books and Records; Inspection....................................................25


ARTICLE IX AMENDMENT OF BY-LAWS.........................................................................25


Section 9.1 Amendment......................... ................................................25


ARTICLE X CONSTRUCTION..................................................................................26


Section 10.1 Construction.....................................................................26


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INTERNET CAPITAL GROUP, INC.


BY-LAWS


As amended on ___________, 1999


ARTICLE I
---------


STOCKHOLDERS
------------


Section 1.1 Annual Meetings. The annual meeting of the stockholders of the
--------------- Corporation for the election of Directors and for the transaction of such other business as properly may come before such meeting, including, without limitation, for the purpose of the delivery of an annual report of the Board of Directors, shall be held at such place, within or without the State of Delawar e, such date, and such time as designated by the Board of Directors and set forth in the notice or waiver of notice of the meeting.


Section 1.2 Special Meetings. Special meetings of the stockholders for any
---------------- proper purpose or purposes may be called at any time by the Board of Directors or the Chief Executive Officer. A special meeting shall be called by the Chief Executive Officer or by the Chairman or Vice Chairman of the Board of Directors pursuant to a resolution approved by a majority of the entire Board of Directors. Such special meetings of the stockholders shall be held at such places, within or without the State of Delaware, as shall be specified in the respective notices or waivers of notice thereof. Only business within the purpose or purposes described in the notice or waiver thereof required by these By-laws may be conducted at a special meeting of the stockholders. No stockholder shall have the power to require that a meeting of the stockholders be held or that any matter be voted on by the stockholders.


Section 1.3 Notice of Meetings; Waiver.
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(a) Written or printed notice of the place, date and hour of the meeting of the
stockholders, and, in the case of a special meeting, the purpose or
purposes for which such meeting is called, shall be delivered not less than
ten nor more than sixty days prior to the meeting, either personally or by
mail, by or at the direction of the Board of Directors or person calling
the meeting, to each stockholder of record entitled to vote at such
meeting. If such notice is mailed, it shall be deemed to have been
delivered to a stockholder on the third day after it is deposited in the
United States mail, postage prepaid, addressed to the stockholder at his or
her address as it appears on the record of stockholders of the Corporation,
or, if he or she shall have filed with the Secretary of the Corporation a
written reque st that notices to him or her be mailed to some other address,
then directed to him or her at such other address. Such further notice
shall be given as may be required by law or otherwise by these By-laws.


(b) No notice of any meeting of stockholders need be given to any stockholder
who submits a signed waiver of notice, whether before or after the meeting.
Neither the business to be transacted at, nor the purpose of, any regular
or special meeting of the stockholders need be specified in a written
waiver of notice. The attendance of any stockholder at a meeting of
stockholders shall constitute a waiver of notice of such meeting, except
when the stockholder attends a 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 is not lawfully called or convened.


Section 1.4 Quorum. Except as otherwise required by law or by the


------ Certificate of Incorporation, a quorum shall be present at a meeting of stockholders if the holders of record of more than 50% of the then outstanding shares entitled to vote at a meeting of the stockholders are represented at the meeting in person or by proxy.


Section 1.5 Voting. If, pursuant to Section 5.5 of these By-laws, a record
------ date has been fixed, every holder of record of shares entitled to vote at a meeting of stockholders shall be entitled to one vote for each share outstanding in his or her name on the books of the Corporation at the close of business on such record date. If no record date has been fixed, then every holder of record of shares entitled to vote at a meeting of stockholders shall be entitled to one vote for each share of stock standing in his or her name on the books of the Corporation at the close of business on the day next preceding the day on which notice of the meeting is given, or, if notice is waived, at the close of bus iness on the day next preceding the day on which the meeting is held. Except as otherwise required by law or by the Certificate of Incorporation or by these By-laws, the vote of a majority of the shares represented in person or by proxy at any meeting at which a quorum is present shall be sufficient for the transaction of any business at such meeting.


Section 1.6 Voting by Ballot. No vote of the stockholders need be taken by
---------------- written ballot unless otherwise required by law. Any vote which need not be taken by ballot may be conducted in any manner approved by the meeting.


Section 1.7 Adjournment. The chairman of the meeting or the holders of
----------- record of more than 50% of the then outstanding shares entitled to vote at a meeting of the stockholders shall have the power to adjourn such meeting from time to time, without any notice other than announcement at the meeting of the time and place of the holding of the adjourned meeting, provid ed that if the adjournment is for more than thirty days, or if after the adjournment a new record date for the adjourned meeting is fixed pursuant to Section 5.5 of these By-laws, a notice of the adjourned meeting, conforming to the requirements of Section 1.3 of these By-laws, shall be given to each stockholder of record entitled to vote at such meeting. If such meeting is adjourned by the stockholders, the resumption of such meeting shall occur at such time and place as shall be determined by a vote of the holders of record of more than 50% of the then outstanding shares entitled to vote at such meeting of the stockholders. Upon the resumption of


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such adjourned meeting, any business may be transacted that might have been transacted at the meeting as originally called.


Section 1.8 Proxies. Any stockholder entitled to vote at any meeting of
------- the stockholders or to express consent to or dissent from corporate action in writing without a meeting may vote in person or may authorize another person or persons to vote at any such meeting and express such consent or dissent for him or her by proxy executed in writing by the stockholder. A stockholder may authorize a valid proxy by executing a written instrument signed by such stockholder, or by causing his or her signature to be affixed to such writing by any reasonable means including, but not limited to, by facsimile signat ure or photographic, photostatic, or similar reproduction or by transmitting or authorizing the transmission of a telegram, telex, cablegram or other means of electronic transmission to the person designated as the holder of the proxy, a proxy solicitation firm or a like authorized agent. No such proxy shall be voted or acted upon after the expiration of three years from the date of such proxy unless such proxy provides for a longer period. Every proxy shall be revocable at the pleasure of the stockholder executing it, except in those cases where applicable law provides that a proxy shall be irrevocable. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or by filing another duly executed proxy bearing a later date with the Secretary. Proxies by telegram, cablegram or other electronic transmission must either set forth or be submitted with information from which it can be determined that the te legram, cablegram or other electronic transmission was authorized by the stockholder. Any copy, facsimile telecommunication or other reliable reproduction of a writing or transmission created pursuant to this section may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission.


Section 1.9 Notice of Stockholder Business and Nominations.
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(A) Annual Meetings of Stockholders.
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(1) Nominations of persons for election to the Board of
Directors of the Corporation and the proposal of business to be
considered by the stockholders may be made at an annual meeting of
stockholders (i) by or at the direction of the Board of Directors or
the Chairman of the Board, or (ii) by any stockholder of the
Corporation who is entitled to vote at the meeting, who complies with
the notice procedures set forth in clauses (2) and (3) of this
paragraph and who was a stockholder of record at the time such notice
is delivered to the Secretary of the Corporation.


(2) For nominations or other business to be properly brought
before an annual meeting by a stockholder, pursuant to clause (ii) of
paragraph (A)(1) of this


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By-law, the stockholder must have given timely notice thereof in
writing to the Secretary of the Corporation. To be timely, a
stockholder's notice shall be delivered to the Secretary at the
principal executive offices of the Corporation not less than ninety
days nor more than one hundred and twenty days prior to the first
anniversary of the preceding year's annual meeting; provided, that if
the date of the annual meeting is advanced by more than twenty days or
delayed by more than seventy days from such anniversary date, notice by
the stockholder to be timely must be so delivered not earlier than one
hundred and twenty days prior to such annual meeting and not later t han
the close of business on the later of the ninetieth day prior to such
annual meeting or the tenth day following the day on which public
announcement of the date of such meeting is first made. For purposes of
determining whether a stockholder's notice shall have been delivered in
a timely manner for the annual meeting of stockholders, the "first
anniversary of the preceding year's annual meeting" shall initially be
deemed to be May 15, 1999. In no event shall the adjournment of an
annual meeting commence a new time period for the giving of a
stockholder's notice as described above. Such stockholder's notice
shall set forth (a) as to each person whom the stockholder proposes to
nominate for election or reelection as a Director all information
relating to such person that is required to be disclosed in
solicitations of proxies for election of Directors, or is otherwise
required, in each case pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and Rule 14a-11
thereunder, including such person's written consent to being named in
the proxy statement as a nominee and to serving as a Director if
elected; (b) as to any other business that the stockholder proposes to
bring before the meeting, a brief description of the business desired
to be brought before the meeting, the reasons for conducting such
business at the meeting and any material interest in such business of
such stockholder and of any beneficial owner on whose behalf the
proposal is made; and (c) as to the stockholder giving the notice and
any beneficial owner on whose behalf the nomination or proposal is made
(i) the name and address of such stockholder, as they appear on the
Corporation's books, and of such beneficial owner and (ii) the class
and number of shares of the Corporation which are owned beneficially
and of record by such stockholder and such beneficial owner.


(3) Notwithstanding anything in the second sentence of
paragraph (A)(2) of this By-law to the contrary, in the event that the
number of Directors to be elected to the Board of Directors of the
Corporation is increased and there is no public announcement naming all
of the nominees for Director or specifying the size of the increased
Board of Directors made by the Corporation at least one hundred days
prior to the first anniversary of the preceding year's annual meeting,
a stockholder's notice under this paragraph shall also be considered
timely, but only with respect to nominees for any new positions created
by such increase, if it shall


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be delivered to the Secretary at the principal executive offices of the
Corporation not later than the close of business on the tenth day
following the day on which such public announcement is first made by
the Corporation.


(B) Special Meetings of Stockholders. Only such business as shall have
-------------------------------- been brought before the special meeting of the stockholders pursuant to the Corporation's notice of meeting pursuant to Section 1.3 of these By-laws shall be conducted at such meeting. Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at which Directors are to be elected pursuant to the Corporation's notice of meetin g (i) by or at the direction of the Board of Directors or (ii) by any stockholder of the Corporation who is entitled to vote at the meeting, who complies with the notice procedures set forth in this By-law and who is a stockholder of record at the time such notice is delivered to the Secretary of the Corporation. Nominations by stockholders of persons for election to the Board of Directors may be made at such special meeting of stockholders if the stockholder's notice as required by paragraph (A)(2) of this By-law shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier than the one hundred and twentieth day prior to such special meeting and not later than the close of business on the later of the ninetieth day prior to such special meeting or the tenth day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall the ad journment of a special meeting commence a new time period for the giving of a stockholder's notice as described above.


(C) General.
-------


(1) Only persons who are nominated in accordance with the
procedures set forth in this By-law shall be eligible to serve as
Directors and only such business shall be conducted at a meeting of
stockholders as shall have been brought before the meeting in
accordance with the procedures set forth in this By-law. Except as
otherwise provided by law, the Certificate of Incorporation or these
By-laws, the Chairman of the meeting shall have the power and duty to
determine whether a nomination or any business proposed to be brought
before the meeting was made in accordance with the procedures set forth
in this By-law and, if any proposed nomination or business is not in
compliance with this By-law, to declare that such defective proposal or


nomination shall be disregarded.


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


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


Section 1.10 Organization; Procedure; Voting Lists. At every meeting
...