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                           ANALYSIS & TECHNOLOGY, INC.

                                CORPORATE BY-LAWS

                   AMENDED AND RESTATED AS OF AUGUST 11, 1998

                                   BY-LAWS OF
                           ANALYSIS & TECHNOLOGY, INC.

                               ARTICLE I. GENERAL

         Section 1. Purpose. These by-laws are intended to supplement and
implement applicable provisions of law and of the certificate of incorporation
of this Corporation with respect to the regulation of the affairs of this
Corporation.

         Section 2. Principal Office of Corporation. The principal office of the
Corporation is at Technology Park, Route 2, North Stonington, Connecticut. The
board of directors shall have the power to change the location of the principal
office from time to time and to establish such additional offices as it shall
determine in its discretion.

                      ARTICLE II. MEETINGS OF SHAREHOLDERS

         Section 1. Location. Shareholders' meetings shall be held at the
principal office of the Corporation, or at such other place, either within or
outside the State of Connecticut, as shall be designated by the board of
directors.

         Section 2. Shareholder Action; How Taken. Any action required or
permitted to be taken by the shareholders of the Corporation must be effected at
a duly called annual or special meeting of such holders and may not be effected
by any consent in writing by such holders unless the consent sets forth the
action so taken or to be taken and is signed by all of the persons who would be
entitled to vote upon such action at a meeting, or by their duly authorized
attorneys.

         Section 3. Annual Meeting. The annual meeting of shareholders of the
Corporation shall be held on such day in the month of August and at such hour as
the
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board of directors may prescribe. At each annual meeting of shareholders, the
shareholders shall elect directors and shall transact such other business as may
properly come before the meeting.

         Section 4. Special Meeting. Special meetings of the shareholders, for
any purpose or purposes, unless otherwise prescribed by statute, may be called
by the chairman of the board, the president or by the board of directors, and
shall be called by the president at the request of the holders of not less than
thirty-five percent (35%) of all of the votes entitled to be cast on any issue
proposed to be considered at the proposed special meeting.

         Section 5. Notice. Notice of the time, place and purpose of the annual
meeting or any special meeting of shareholders shall be given by mailing notice
of the same at least ten (10) days but not more than sixty (60) days prior to
the meeting to each shareholder of record of the Corporation entitled to vote at
such meeting. Notice of any shareholder's meeting may be waived in writing, by
any person or persons entitled to such notice, whether before or after the time
stated therein.

         Section 6. Shareholders' Quorum and Voting Requirements. A majority of
the votes entitled to be cast on a matter constitutes a quorum for action on
that matter. Once a share is represented for any purpose at a meeting, it is
deemed present for quorum purposes for the remainder of the meeting and for any
adjournment of that meeting, unless a new record date is or must be set for that
adjourned meeting.

         Section 7. Votes Required for Shareholders' Action. Unless the
Connecticut Business Corporation Act, or the certificate of incorporation
require a greater number of affirmative votes, actions to be voted upon by the
shareholders (other than the election of directors) at a meeting at which quorum
is present shall be approved if the votes cast by shares entitled to vote on
such action exceed the votes cast in opposition to such action.

         Section 8. Votes Required for Election of Directors. Unless otherwise
provided in the certificate of incorporation, directors shall be elected by a
plurality of votes cast by shares entitled to vote for directors at a meeting at
which quorum is present.

         Section 9. Adjournment of Meetings. The shareholders present, in person
or by proxy, at any special meeting of shareholders, may, by the affirmative
vote of a majority of voting power of the shares represented at such meeting and
entitled to vote thereat, adjourn from time to time as they see fit, whether or
not such number constitutes a quorum, and no notice of such adjournment need be
given.


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                             ARTICLE III. DIRECTORS

         Section 1. Authority. The business, property and affairs of the
Corporation shall be managed by or under the direction of its board of
directors, which may exercise all such authority and powers of the Corporation
and do all such lawful acts and things as are not by statute or the certificate
of incorporation or by these by-laws directed or required to be exercised or
done by shareholders.

         Section 2. Number. The Corporation shall have a minimum number of
directors of five (5) and a maximum number of fifteen (15). The number of
directors at any time within such minimum and maximum shall be the number fixed
by resolution of the shareholders, acting by the affirmative vote of the holders
of seventy percent (70%) of the voting power of the shares entitled to vote
thereon, or by the affirmative vote of a majority of the directors prescribed,
or if no number is prescribed, a majority of the directors in office at the time
the meeting begins.

         Section 3. Terms of Office and Election. The directors shall be
classified, with respect to the duration of the term for which they severally
hold office, into three classes as nearly equal in number as possible. Such
classes shall originally consist of one class of two directors who shall be
elected for a term expiring at the annual meeting of shareholders to be held in
1986; a second class of three directors who shall be elected for a term expiring
at the annual meeting of shareholders to be held in 1987; and a third class of
three directors who shall be elected for a term expiring at the annual meeting
of shareholders to be held in 1988. The board of directors shall increase or
decrease the number of directors in one or more classes as may be appropriate
whenever there has been an increase or decrease in the number of directors
pursuant to Section 2 of this Article III in order to ensure that the three
classes shall be as nearly equal in number as possible. At each annual meeting
of shareholders beginning in 1986, the successors of the class of directors
whose term expires at that meeting shall be elected to hold office for a term
expiring at the annual meeting of shareholders held in the third year following
the year of their election.

         Section 4. Notification of Nominations. Nominations for the election of
directors may be made by the board of directors or a nominating committee
appointed by the board of directors or by any shareholder entitled to vote in
the election of directors generally. However, any shareholder entitled to vote
in the election of directors generally may nominate one or more persons for
election as directors at a meeting only if written notice of such shareholder's
intent to make such nomination or nominations has been given, either by personal
delivery or by United States mail, postage prepaid, to the


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secretary of the Corporation not later than (i) with respect to an election to
be held at an annual meeting of shareholders, ninety (90) days in advance of
such meeting, and (ii) with respect to an election to be held at a special
meeting of shareholders for the election of directors, the close of business on
the seventh day following the date on which notice of such meeting is first
given to shareholders. Each such notice shall set forth: (a) the name and
address of the shareholder who intends to make the nomination and of the person
or persons to be nominated; (b) a representation that the shareholder is a
holder of record of stock of the Corporation entitled to vote at such meeting
and intends to appear in person or by proxy at the meeting to nominate the
person or persons specified in the notice; (c) a description of all arrangements
or understandings between the shareholder and each nominee and any other person
or persons (naming such person or persons) pursuant to which the nomination or
nominations are to be made by the shareholder; (d) such other information
regarding each nominee proposed by such shareholder as would have been required
to be included in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission had the nominee been nominated, or intended
to be nominated, by the board of directors; and (e) the consent of each nominee
to serve as a director of the Corporation if so elected. The chairman of the
meeting may refuse to acknowledge the nomination of any person not made in
compliance with the foregoing procedure.

         Section 5. Removal. Any director may be removed from office, without
cause only by the affirmative vote of the holders of seventy percent (70%) of
the voting power of the shares entitled to vote thereon. A director may be
removed from office for cause by the affirmative vote of the holders of a
majority of the voting power of the shares entitled to vote thereon.

         Section 6. Increases in the Number of Directors and Vacancies. Any
vacancy on the board of directors resulting from death, resignation,
disqualification, removal or other cause shall be filled solely by the
affirmative vote of a majority of the remaining directors then in office, even
though less than a quorum of the board of directors. If a vacancy is created by
an increase in the number of directorships, it shall be filled for the unexpired
term by action of shareholders, acting by the affirmative vote of the holders of
seventy percent (70%) of the voting power of the shares entitled to vote
thereon, or by the affirmative vote of a majority of the directors prescribed,
or if no number is prescribed, a majority of the directors in office at the time
the meeting begins. Any director elected in accordance with the preceding
sentence shall hold office for the remainder of the full term of the class of
directors in which the new directorship was created for the vacancy occurred and
until such director's successor shall have been elected and qualified. No
decrease in the number of directors constituting the board of directors shall
shorten the term of any incumbent director.


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         Section 7. Committees. The board of directors, by resolution adopted by
the affirmative vote of directors holding a majority of the directorships, at a
meeting at which a quorum is present, may designate two or more directors to
constitute an executive committee or other committees, and may designate or
provide for the designation of one or more directors as alternate members of any
such committee, who may replace any absent or disqualified member at any meeting
of the committee. Any such committee shall have and may exercise all authority
of the board of directors as shall be provided by resolution of the board of
directors, except that such committee shall not have authority to: (1) authorize
distributions; (2) approve or propose to shareholders actions that are required
to be approved by shareholders; (3) fill vacancies on the board of directors or
on any of its committees; (4) amend the certificate of incorporation pursuant to
section 33-796 of the Act; (5) adopt, amend or repeal bylaws; (6) approve a plan
of merger not requiring shareholder approval; (7) authorize or approve
reacquisition of shares, except according to a formula or method prescribed by
the board of directors; or (8) authorize or approve the issuance or sale or
contract for sale of shares, or determine the designation and relative rights,
preferences and limitations of a class or series of shares, except that the
board of directors may authorize a committee or a senior executive officer of
the Corporation to do so within limits specifically prescribed by the board of
directors. All committees shall keep records of their acts and proceedings and
report the same to the board of directors as and when required. Any director may
be removed from a committee with or without cause by the affirmative vote of a
majority of the entire board of directors.

         Section 8. Compensation. Directors who are not salaried officers or
salaried employees of the Corporation or any of its subsidiaries may be paid
such compensation for their services and may be reimbursed for such expenses in
connection with attendance at board of directors or committee meetings as the
board of directors shall determine from time to time.

                        ARTICLE IV. MEETINGS OF DIRECTORS

         Section 1. Annual Meeting. A regular meeting of the board of directors
shall be held without notice immediately after the annual shareholders' meeting
or as soon thereafter as convenient.

         Section 2. Other Regular Meetings. All other regular meetings of the
board of directors may be held at such time and place as the board of directors
may determine and fix by resolution.

         Section 3. Special Meetings. Special meetings of the board of directors
may be held at any place upon call of the chairman of the board, the president,
or in the event of their absence or inability to act, upon call of any two or
more directors, provided two days' notice oral or written is given to each
director.


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         Section 4. Special Meeting Notices. Neither the business to be
transacted at, nor the purpose of, any special meeting of the board of directors
need be specified in the notice or waiver of notice of such meeting. Notice of
any special meeting may be waived in writing by the person or persons entitled
to notice. The attendance of any director at a meeting, without protesting the
lack of proper notice prior to or at the commencement of the meeting, shall be
deemed to be a waiver of notice of such meeting by such director.

         Section 5. Quorum and Voting. (a) A quorum for a meeting of the board
of directors consists of a majority of the number prescribed, or if no number is
prescribed, a majority of the directors in office at the time the meeting
begins.

         (b) If a quorum is present when a vote is taken, the affirmative vote
of a majority of directors present is the act of the board of directors.

         (c) A director who is present at a meeting of the board of directors or
a committee of the board of directors when corporate action is taken is deemed
to have assented to the action taken unless: (1) such director objects at the
beginning of the meeting, or promptly upon arrival, to holding or transacting
business at the meeting; (2) the director's dissent or abstention from the
action taken is entered in the minutes of the meetings; or (3) the director
delivers written notice of dissent or abstention to the presiding officer of the
meeting before its adjournment or to the Corporation immediately after
adjournment of the meeting. The right of dissent or abstention is not available
to a director who votes in favor of the action taken.

         Section 6. Action Without Meeting. Any corporate action which can be
authorized at a meeting of the board of directors, or a committee thereof, may
be authorized without such a meeting, provided that all of the directors or all
of the members of a committee thereof, as the case may be, consent in writing to
such action before or


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after the time such action is taken and the number of such directors or members
constitutes a quorum for such action. The secretary of the Corporation shall
file such consents with the minutes of the meetings of the board of directors.

                               ARTICLE V. OFFICERS

         Section 1. Manner of Election and Delegation. The board of directors
shall have the power to choose, appoint and employ such officers, employees and
agents as it may deem the interest of the Corporation requires and to fix the
compensation and define the powers and duties of all such officers, employees
and agents. All such officers, employees and agents shall be subject to the
order of the board of directors, shall hold their offices at the pleasure of the
board of directors, and may be removed at any time by the board of directors at
its discretion. The board of directors may delegate such of the power and
authority conferred upon it under Sections 1, 3, 4, 5 and 11 of this Article V.
to the president as it may approve, from time to time, pursuant to a validly
adopted corporate resolution, duly approved by the affirmative vote of the
directors holding a majority of the directorships of the Company.

         Section 2. Titles. The officers of the Corporation shall consist of a
chairman of the board, a president, one or more vice-presidents (including
executive and senior vice-presidents), a secretary and such other officers as
the board of directors may from time to time elect or appoint. Any two or more
offices may be held by the same person.

         Section 3. Election and Term of Office. The officers of the Corporation
shall be elected by the board of directors annually at the regular meeting of
the board of directors held after each annual meeting of the shareholders and,
in addition, at such other times as the board of directors deems it to be in the
best interests of the Corporation, except to the extent that authority to do so
has been delegated by the board of directors to the president. Each officer
shall hold office until his successor shall have been duly elected or appointed
and shall have qualified or until his death or until he shall resign or shall
have been removed in the manner hereinafter provided.

         Section 4. Removal. Any agent, employee or officer of the Corporation
may be removed by the board of directors and may be removed by a committee of
the board of directors to the extent that authority to do so has been delegated
by the board of directors. Any such removal may be made with or without cause
whenever in the judgment of the board of directors or the president, as the case
may be, the best interests of the Corporation would be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of the person
so removed.


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         Section 5. Vacancies. A vacancy in any office, because of death,
resignation, removal, disqualification or otherwise, may be filled by the board
of directors for the unexpired portion of the term and may be filled by the
president to the extent that authority to do so has been delegated by the board
of directors.

         Section 6. Chairman of the Board. The chairman of the board shall, when
present, preside at all meetings of the board of directors and shall perform
such other duties as may be prescribed by the board of directors from time to
time.

         Section 7. President. The president shall be the chief executive
officer of the Corporation and shall generally supervise and control all the
business and affairs of the Corporation subject to the control of the board of
directors. The president shall, when present, preside at all meetings of the
shareholders, and in the absence of the chairman of the board, the president
shall preside at meetings of the board of directors. The president shall perform
all duties incident to the office of the president and such other duties as may
be prescribed by the board of directors from time to time.

         Section 8. Vice-Presidents. The vice-presidents, including executive
and senior vice-presidents, if any, shall perform and have such duties and
powers on behalf of the Corporation as may be assigned to them from time to time
by the president.

         Section 9. Secretary. The secretary shall keep the minutes of the
shareholders' and of the directors' meetings in one or more books provided for
that purpose, see that all notices are duly given in accordance with the
provisions of these by-laws or as required, be custodian of the corporate
records and of the seal of the corporation and keep a register of the post
office address of each shareholder which shall be furnished to the secretary by
such shareholder, have general charge of the stock transfer books of the
Corporation, execute certificates as to any action taken by the shareholders,
directors, any officer or any representative of the Corporation, which
certificates constituting, as to all persons who rely thereon in good faith,
conclusive evidence of such action, and in general perform all duties incident
to the office of the secretary and such other duties as from time to time may be
assigned to him by the president or by the directors.

         Section 10. Additional Powers and Duties. In addition to such powers
and duties as specified in these by-laws and as the board of directors or the


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president, as applicable, may prescribe from time to time, and except as
otherwise provided by the board of directors, each officer shall also generally
have the powers and be required to perform the duties which by law and general
usage pertain to the particular office.

         Section 11. Compensation. The salaries of all officers of the
Corporation shall be fixed from time to time by the board of directors except to
the extent that authority to do so has been delegated by the board of directors
to the president. No officer shall be prevented from receiving such salary by
reason of the fact that he is also a director of the Corporation.

                               ARTICLE VI. SHARES

         Section 1. Certificates. Each shareholder shall be entitled to a
certificate evidencing the shares of the Corporation owned by such shareholder.
Certificates representing shares of the Corporation shall be in such form as
shall be determined by the board of directors. Such certificates shall be signed
by either the chairman of the board or the president and by the secretary or by
such other officers authorized by law and by the board of directors. All
certificates for shares shall be consecutively numbered or otherwise identified.
The name and address of the shareholders, the number of shares and date of
issue, shall be entered on the share transfer books of the Corporation. All
certificates surrendered to the Corporation for transfer shall be canceled, and
no new certificate shall be issued until the former certificate for a like
number of shares shall have been surrendered and canceled.

         Section 2. Transfers. Shares of stock may be transferred on the books
of the Corporation by the surrender to the Corporation or its transfer agent of
the certificate therefor properly endorsed or accompanied by a written
assignment and power of attorney properly executed, with necessary stamps
affixed, and with such proof of the authenticity of signature as the Corporation
or its transfer agent may reasonably require. Upon such surrender to the
Corporation or the transfer agent of the Corporation, the Corporation shall
issue a new certificate to the person entitled thereto, and cancel the old
certificate; every such transfer shall be entered on the transfer book of the
Corporation which shall be kept at its principal office.

         Section 3. Record Date.

         (a) The board of directors, by resolution, may fix a record date for
determining the shareholders entitled to notice of a shareholders' meeting, to
demand a special meeting, to vote, to receive payment of dividends or to take
any other action; provided that such record date shall not be more than seventy
(70) days before the meeting


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or action requiring a determination of shareholders. In the absence of the board
of directors' fixing a record date, the record date for any action shall be the
last business day before notice is given to the shareholders with respect to
such action.

         (b) A determination of the shareholders entitled to receive notice of
meeting shall be effective for any adjournment of the meeting unless the board
of directors fixes a new record date, provided that any meeting of the
shareholders adjourned to a date more than one hundred twenty (120) days after
the date fixed for the original meeting will require that a new record date be
fixed.

                           ARTICLE VII. MISCELLANEOUS

         Section 1. Fiscal Year. The fiscal year of the Corporation shall begin
on the first day of April and end on the last day of March in each year.

         Section 2. Seal. The corporate seal shall have inscribed thereon the
name of the Corporation, the state of incorporation and the words "Corporate
Seal".

                             ARTICLE VIII. AMENDMENT

         Subject to the provisions of the laws of the State of Connecticut, the
certificate of incorporation and these by-laws, by-laws may be adopted, amended
or repealed at any regular meeting of the shareholders (or at any special
meeting thereof duly called for that purpose) by a majority of the voting power
of the shares entitled to vote thereon, provided that in the call for such
special meeting notice of such purpose shall be given. Subject to the laws of
the State of Connecticut, the certificate of incorporation and these by-laws,
by-laws may be adopted, amended or repealed at any meeting of the board of
directors by the affirmative vote of directors holding a majority of the
directorships.

                           ARTICLE IX. INDEMNIFICATION

         Section 1. Indemnification. To the fullest extent permitted by law, the
Corporation shall indemnify any current or former director or officer of the
Corporation and may, at the discretion of the board of directors, indemnify any
current or former employee or agent of the Corporation against all liabilities,
expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred by such individual in connection with any threatened,
pending or completed action, suit or proceeding brought


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by or in the right of the Corporation or otherwise, to which such individual was
or is a party or is threatened to be made a party by reason of such individual's
current or former position with the Corporation or by reason of the fact that
such individual is or was serving, at the request of the Corporation, as a
director, officer, partner, trustee, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other entity.
Notwithstanding the preceding sentence, the Corporation shall not be required to
indemnify an indemnitee in connection with a proceeding (or part thereof)
commenced by the Corporation against the indemnitee or commenced by the
indemnitee against the Corporation.

         Section 2. Advance of Expenses. The Corporation shall advance funds to
pay for or reimburse the reasonable expenses incurred by a current or former
director who is or was a party to a proceeding because he is or was a director
or officer if he delivers to the Corporation: (i) a written affirmation of his
good faith belief that he has met the relevant standard of conduct or that the
proceeding involves conduct for which liability has been eliminated under a
provision of the Corporation's certificate of incorporation; and (ii) his
written undertaking to repay any funds advanced if he is not entitled to
mandatory indemnification under the Connecticut Business Corporation Act and it
is ultimately determined that he has not met the relevant standard of conduct
required by the Corporation's certificate of incorporation or by of the
Connecticut Business Corporation Act. The Corporation, in its discretion, may
advance funds to any current or former officer, employee or agent of the
Corporation upon such terms and conditions as the board of directors deems
appropriate.

                                 END OF BY-LAWS


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