<PAGE>

                                                               HEI Exhibit 3(ii)
                                                               -----------------


                         AMENDED AND RESTATED BY-LAWS
                                      OF
                      HAWAIIAN ELECTRIC INDUSTRIES, INC.

                                March 19, 2002



                                   ARTICLE I

                                 NAME AND SEAL
                                 -------------

          Section 1.  The name of the corporation shall be

                      HAWAIIAN ELECTRIC INDUSTRIES, INC.

          Section 2.  The seal of the corporation shall be in such form as the
board of directors shall determine from time to time.


                                  ARTICLE II

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

          Section 1.  Each meeting of the stockholders shall be held at the
principal office of the corporation in Honolulu, Hawaii, unless some other place
in Honolulu is stated in the notice of meeting.

          Section 2.  The annual meeting of the stockholders shall be held on
such date and time in the months of March, April, May or June as the chairman of
the board of directors, or in the chairman's absence or disability, the
president may designate in each year, and if the chairman of the board of
directors, or the president, as the case may be, shall fail to designate such
date before the 1st day of April in any year then the annual meeting for that
year shall be held on the fourth Tuesday in April at 10 o'clock a.m. At the
annual meeting the stockholders shall elect the directors and auditor to hold
office until the next annual meeting at which they are to be elected or until
their successors shall be duly elected and qualified, and may transact any
general business as is properly brought before the meeting in accordance with
these By-laws.
<PAGE>

          No business may be transacted at the annual meeting of stockholders,
other than business that is either (i) specified in the notice of meeting (or
any supplement thereto) given by or at the direction of the board of directors
(or any duly authorized committee thereof), (ii) otherwise properly brought
before the annual meeting by or at the direction of the board of directors (or
any duly authorized committee thereof) or (iii) otherwise properly brought
before the annual meeting by any stockholder of the corporation (a) who is a
stockholder of record on the date of the giving of the notice provided for in
this Section 2 and on the record date for the determination of stockholders
entitled to vote at such annual meeting and (b) who complies with the notice
procedures set forth in this Section 2. In addition to any other applicable
requirements, for business to be properly brought before an annual meeting by a
stockholder, such stockholder must have given timely notice thereof in proper
written form to the secretary of the corporation, which notice is not withdrawn
by such stockholder at or prior to such annual meeting.

          To be timely, a stockholder's notice to the secretary must be
delivered to or mailed and received at the principal executive offices of the
corporation not less than sixty (60) days nor more than ninety (90) days prior
to the anniversary date of the immediately preceding annual meeting of
stockholders; provided, however, that in the event that the annual meeting is
called for a date that is not within thirty (30) days before or after such
anniversary date, notice by the stockholder in order to be timely must be so
received not later than the close of business on the tenth (10th) day following
the day on which notice of the date of the annual meeting was mailed or public
disclosure of the date of the annual meeting was made, whichever first occurs.

          To be in proper written form, a stockholder's notice to the secretary
must set forth as to each matter such stockholder proposes to bring before the
annual meeting (i) a brief description of the business desired to be brought
before the annual meeting and the reasons for conducting such business at the
annual meeting, (ii) the name and record address of such stockholder, (iii) the
class and number of shares of capital stock of the corporation which are owned
beneficially or of record by such stockholder, (iv) a description of all
arrangements or understandings between such stockholder and any other person or
persons (including their names) in connection with the proposal of such business
by such stockholder and any material interest of such stockholder in such
business and (v) a representation that such stockholder intends to appear in
person or by proxy at the annual meeting to bring such business before the
meeting.

                                       2
<PAGE>

          No business shall be conducted at the annual meeting of stockholders
except business brought before the annual meeting in accordance with the
procedures set forth in this Section 2; provided, however, that, once business
has been properly brought before the annual meeting in accordance with such
procedures, nothing in this Section 2 shall be deemed to preclude discussion by
any stockholder of any such business.  If the chairman of the board of
directors, or the president, as the case may be, of an annual meeting determines
that business was not properly brought before the annual meeting in accordance
with the foregoing procedures, the chairman or president shall declare to the
meeting that the business was not properly brought before the meeting and such
business shall not be transacted.

          Section 3.  Special meetings of stockholders shall be called by the
secretary at any time upon request of the chairman of the board of directors,
the president, any two directors of the corporation or the holders of not less
than fifty-one percent of the issued and outstanding common stock of the
corporation. A request must contain a brief description of the business to be
brought before the special meeting by the person making the request, the reasons
for conducting such business at such meeting and any material interest of the
person making the request in such business. At any special meeting such business
shall be brought before the stockholders and may be transacted as is specified
in the notice for such meeting, except as provided in Section 9 of Article III
of these By-laws.

          Section 4.  Notices of all stockholders' meetings shall specify the
class or classes of stock entitled to vote at such meeting, the place, day and
hour of the meeting, and whether annual or special. Notice of each meeting of
stockholders shall be given by mailing the same at least ten or fifteen (as
hereinafter prescribed) days before the date set for such meeting, postage
prepaid, and addressed to each common stockholder at the stockholder's address
as it appears upon the books of the corporation, in which case such mailing
shall constitute sufficient notice to stockholders; provided, however, that
whenever the holders of preferred stock have a right to vote at a stockholders'
meeting the notice of such meeting shall be given by mailing the same at least
ten or fifteen (as hereinafter prescribed) days before the date set for such
meeting, postage prepaid, and addressed to each common and preferred stockholder
at the stockholder's address as it appears upon the books of the corporation, in
which case such mailing shall constitute sufficient notice to stockholders. All
notices of stockholders' meetings mailed to stockholders whose addresses as they
appear upon the books of the corporation are in said Honolulu shall be mailed at
least ten days before the date set for the related meeting. All notices of
stockholders' meetings mailed to stockholders whose addresses as they appear
upon the books of the corporation are not in said Honolulu shall be mailed at
least ten days before the date set for the related meeting if the same are
mailed air mail, postage

                                       3
<PAGE>

prepaid, and at least fifteen days before the date set for the related meeting
if the same are mailed ordinary first class mail, postage prepaid. Non-receipt
of any mailed notice shall not invalidate any business done at any meeting at
which a quorum shall be present.

          Section 5.  Subject to the provisions set forth below, the holders of
a majority of the shares of capital stock of the corporation outstanding and
entitled to vote, present in person or by proxy at any meeting of stockholders,
shall constitute a quorum for the transaction of business, and, if a quorum is
present, directors shall be elected by a plurality of the votes cast by the
shares entitled to vote in the election at the meeting and action of matters
other than the election of directors shall be taken if the votes cast favoring
the action exceed the votes cast opposing the action.

          Each share of common stock shall be entitled to one vote, subject,
however, to such limitation or loss of right as may be provided in resolutions
which may be adopted from time to time creating issues of preferred stock or
otherwise.

          Whenever shares of preferred stock shall be outstanding and the
holders of such shares shall be entitled to vote, each share of preferred stock
shall be entitled to one vote unless the resolution creating the issue of
preferred stock shall otherwise provide.  Where shares of preferred stock shall
be outstanding and shall be entitled to vote and the holders of common stock
likewise entitled to vote, each share of common stock outstanding shall count as
one vote (unless the resolution creating the issue of preferred stock shall
otherwise provide) and each share of preferred stock outstanding shall count as
one vote in determining the presence or absence at any meeting of a majority of
outstanding shares and in determining whether the holders of a specific
proportion of the capital stock outstanding have approved or disapproved of any
action.

          If any class of stock of the corporation shall by the terms of its
issuance be not entitled to vote or if any class of stock by virtue of any
resolution authorizing the issuance of preferred stock loses its right to vote,
then such stock shall not be counted as a part of the issued and outstanding
stock of the corporation for the purpose of determining the presence or absence
of a quorum at any meeting or whether or not the holders of a specified
proportion of the capital stock outstanding have approved or disapproved of any
action.

          Whenever pursuant to the provisions of the resolutions authorizing the
issuance of shares of preferred stock the holders of the preferred stock shall
vote as a class and the holders of the common stock shall vote as a class, the
holders of a majority of the shares of each class outstanding shall constitute a
quorum with respect

                                       4
<PAGE>

to the voting of such class. Subject to the other provisions of this Section 5,
if a quorum of the class is present, action on matters other than the election
of directors is taken by the class if the votes cast within the class favoring
the action exceed the votes cast opposing the action.

          If there is no quorum at any meeting the stockholders present in
person or by proxy at such meeting may adjourn from time to time to obtain the
attendance of a quorum and no notice of any such adjournment need be given.

          The provisions of this Section 5 of Article II are subject to any
provisions of law or of the Articles of Incorporation or any resolution
authorizing the issuance of shares of preferred stock or of these By-laws
requiring with respect to any matters the approval or consent of designated
percentages of the outstanding shares of stock or of the outstanding shares of
any class thereof, or limiting or restricting the right of any class or classes
of stock to vote with respect to any matters.

          Section 6.  Any stockholder may in writing authorize any person or
corporation, one or more, to vote as the proxy or proxies of such stockholder at
any meeting or meetings of the corporation, provided, however, that such
authorization in writing must be filed with or presented to the corporation
prior to or at any meeting or meetings at which such proxy or proxies may act
pursuant thereto; provided, further, that, if two or more persons are named as
proxies by or on behalf of the same stockholder, then at the sole discretion of
the presiding officer of the meeting, the presiding officer may limit attendance
at the meeting to one person so named. Any proxy authorization given pursuant to
this section shall be valid and effective until written revocation thereof is
filed with the corporation and the presence of a stockholder at any meeting with
respect to which the stockholder has submitted a written proxy shall not of
itself nullify such proxy. If any stockholder who has given a proxy is present
at a meeting of stockholders, such proxy, unless the stockholder declares
otherwise, shall be suspended during the time the stockholder is in attendance
at the meeting. Before any person is entitled to vote, either as a stockholder
or as the representative of a stockholder, any stock of the corporation, at the
secretary's discretion, the secretary may require such reasonable evidence as to
the identity or the authority of such person to vote the stock of the
corporation as the secretary may deem advisable.

          Without limiting the manner in which a stockholder may authorize
another person or persons to act for him or her as proxy, either of the
following shall constitute a valid means by which a stockholder may grant such
authority: (a) a stockholder may execute a writing authorizing another person or
persons to act for him or her as proxy which may be accomplished by the
stockholder or his or her authorized attorney-in-

                                       5
<PAGE>

fact, officer, director, employee or agent signing such writing or causing the
stockholder's signature to be affixed to such writing by any reasonable means,
including without limitation by facsimile signature, or (b) a stockholder may
authorize another person or persons to act for him or her as proxy by
transmitting or authorizing the transmission of a telegram, cablegram,
facsimile, or other means of electronic transmission to the person or persons
who will be the holder of the proxy or to a proxy solicitation firm, proxy
support service organization or similar agent duly authorized by the person or
persons who will be the holder of the proxy to receive such transmission,
provided that any such transmission shall specify that the transmission was
authorized by the stockholder.

          Section 7.  An executor, administrator, guardian or trustee may vote
in person or by proxy at any meeting of the corporation the stock of the
corporation held by that person in such capacity, whether or not such stock
shall have been transferred to that person's name on the books of the
corporation. In case the stock shall not have been so transferred to that
person's name on the books of the corporation that person shall, as a
prerequisite to so voting, file with or present to the corporation a certified
copy of that person's letters as such executor, administrator or guardian, or
that person's appointment or authority as trustee. In case there are two or more
executors, administrators, guardians or trustees, all or a majority of them may
vote the stock in person or by proxy at any meeting of the corporation.

          Section 8.  The duly authorized representative of another corporation
owning stock in the corporation or having authority to vote stock of another
stockholder of the corporation shall be entitled to vote the stock so owned or
represented.

          Section 9. The stockholders having voting rights who shall be entitled
to vote at any meeting of stockholders may be determined by Section 2 of Article
XIV of these By-laws.

          Section 10. Whenever the corporation shall have a class of equity
securities registered pursuant to the Securities Exchange Act of 1934 which are
listed on a national securities exchange or traded over-the-counter on a
national securities market of the National Association of Securities Dealers,
Inc. Automated Quotation System, no holder of shares of any class of capital
stock of the corporation shall be entitled to cumulate votes in the election of
directors.

                                       6
<PAGE>

          Section 11. The officer or agent having charge of the corporation's
stock transfer books shall make a complete record of the shareholders entitled
to vote at any meeting of shareholders or adjournment thereof, in accordance
with the provisions of Section 415-31 of the Hawaii Business Corporation Act as
in effect on June 19, 2001. Such record shall be produced and kept open at the
time and place of the shareholders' meeting and shall be subject to the
inspection of any shareholder during the whole time of the meeting for the
purposes thereof, and such record shall not be produced and kept open for such
inspection or copying at any other time and place except as may be required
pursuant to Section 415-52 of the Hawaii Business Corporation Act as in effect
on June 19, 2001. Failure to comply with the requirements of this Section 11
shall not affect the validity of any action taken at the meeting.

                                  ARTICLE III

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

          Section 1.  There shall be a board of directors to consist of not less
than five (5) nor more than eighteen (18) members, who need not be stockholders,
the exact number of directors to be determined from time to time by resolution
adopted by the affirmative vote of a majority of the entire board.

          The directors, other than directors elected by the holders of
preferred stock or any series of preferred stock voting separately as a class,
shall be divided into three classes, designated Class I, Class II and Class III.
Each class of such directors shall consist, as nearly as may be possible, of
one-third of the total number of such directors constituting the entire board.
Each director shall serve for a term ending on the date of the third annual
meeting of stockholders following the annual meeting at which the director was
elected; provided, however, that each initial director in Class I shall hold
office until the annual meeting of stockholders in 1988; each initial director
in Class II shall hold office until the annual meeting of stockholders in 1989;
and each initial director in Class III shall hold office until the annual
meeting of stockholders in 1990.  Notwithstanding the foregoing, each director
shall serve until his successor is duly elected and qualified, or until his
retirement, death, resignation or removal.  If the number of directors is
changed, other than to change the number of directors to be elected by the
holders of preferred stock or any series of preferred stock, voting separately
as a class, any increase or decrease shall be apportioned among the classes so
as to maintain the number of directors in each class as nearly equal as
possible, and any additional director of any class elected to fill a vacancy
resulting from an increase in such class shall hold office for a term that shall
coincide with the remaining term of that class, but in no case will a decrease
in the number of directors of any class of directors shorten the term of any
incumbent director of any class of directors.

                                       7
<PAGE>

          In the event holders of any preferred stock or any series of preferred
stock are entitled to elect directors voting separately as a class, such holders
shall be entitled to elect the number of directors provided for in the
resolution authorizing the issuance of such stock subject to and upon the terms
and conditions of such resolution, notwithstanding the number of directors fixed
by the board of directors as provided for in this section of Article III.

          Section 2.  Only persons who are nominated in accordance with the
following procedures shall be eligible for election as directors of the
corporation, except as may be otherwise provided in the corporation's Articles
of Incorporation with respect to the rights of holders of preferred stock to
nominate and elect a specified number of directors in certain circumstances.
Nominations of persons for election to the board of directors may be made at any
annual meeting of stockholders, or at any special meeting of stockholders called
for the purpose of electing directors, (i) by or at the direction of the board
of directors (or any duly authorized committee thereof) or (ii) by any
stockholder of the corporation (a) who is a stockholder of record on the date of
the giving of the notice provided for in this Section 2 and on the record date
for the determination of stockholders entitled to vote at such meeting and (b)
who complies with the notice procedures set forth in this Section 2.

          In addition to any other applicable requirements, for a nomination to
be made by a stockholder, such stockholder must have given timely notice thereof
in proper written form to the secretary of the corporation, which notice is not
withdrawn by such stockholder at or prior to the meeting of stockholders.

          To be timely, a stockholder's notice to the secretary must be
delivered to or mailed and received at the principal executive offices of the
corporation (a) in the case of the annual meeting, not less than sixty (60) days
nor more than ninety (90) days prior to the anniversary date of the immediately
preceding annual meeting of stockholders; provided, however, that in the event
that the annual meeting is called for a date that is not within thirty (30) days
before or after such anniversary date, notice by the stockholder in order to be
timely must be so received not later than the close of business on the tenth
(10th) day following the day on which notice of the date of the annual meeting
was mailed or public disclosure of the date of the annual meeting was made,
whichever first occurs; and (b) in the case of a special meeting of stockholders
called for the purpose of electing directors, not later than the close of
business on the tenth (10th) day following the day on which notice of the date
of the special meeting was mailed or public disclosure of the date of the
special meeting was made, whichever first occurs.

                                       8
<PAGE>

          To be in proper written form, a stockholder's notice to the secretary
must set forth (i) as to each person whom the stockholder proposes to nominate
for election as a director (a) the name, age, business address and residence
address of the person, (b) the principal occupation or employment of the person,
(c) the number of shares of capital stock of the corporation which are owned
beneficially or of record by the person and (d) any other information relating
to the person that would be required to be disclosed in a proxy statement or
other filings required to be made in connection with solicitations of proxies
for election of directors pursuant to Section 14 of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), and the rules and regulations
promulgated thereunder; and (ii) as to the stockholder giving the notice (a) the
name and record address of such stockholder, (b) the number of shares of Capital
Stock of the corporation which are owned beneficially or of record by such
stockholder, (c) a description of all arrangements or understandings between
such stockholder and each proposed nominee and any other person or persons
(including their names) pursuant to which the nomination(s) are to be made by
such stockholder, (d) a representation that such stockholder intends to appear
in person or by proxy at the meeting to nominate the persons named in its notice
and (e) any other information relating to such stockholder that would be
required to be disclosed in a proxy statement or other filings required to be
made in connection with solicitations of proxies for election of directors
pursuant to Section 14 of the Exchange Act and the rules and regulations
promulgated thereunder.  Such notice must be accompanied by a written consent of
each proposed nominee to being named as a nominee and to serve as a director if
elected.

          No person shall be eligible for election as a director of the
corporation unless nominated in accordance with the procedures set forth in this
Section 2. If the chairman of the board of directors, or the president, as the
case may be, of the annual meeting determines that a nomination was not made in
accordance with the foregoing procedures, the chairman or president shall
declare to the meeting that the nomination was defective and such defective
nomination shall be disregarded.

          Section 3.  Each meeting of the board of directors shall be held at
the principal office of the corporation in Honolulu, Hawaii, unless some other
place is stated in the notice of meeting. A meeting of the board of directors
elected at an annual meeting of stockholders shall be held at the place of such
annual meeting and immediately or as soon as practicable thereafter, and no
notice thereof shall be necessary.

                                       9
<PAGE>

          Section 4.  The board of directors may establish regular meetings
which shall be held in such places and at such times as it may from time to time
by vote determine, and when any such meeting or meetings shall be so determined
no further notice thereof shall be required.

          Section 5.  Special meetings of the board of directors may be called
at any time by the chairman of the board of directors, or by the president or by
any two directors.

          Section 6.  Except as otherwise expressly provided, notice of any
meeting of the board of directors shall be given to each director by the
secretary or by the person calling the meeting, by advising the director by
telephone, by word of mouth or by leaving written notice of such meeting with
the director or at the director's residence or usual place of business not later
than the day before the meeting. Non-receipt of any such notice shall not
invalidate any business done at any meeting at which a quorum is present. No
notice of a meeting need be given to any director who is at the time absent from
the State of Hawaii. The presence of any director at any meeting shall be the
equivalent of a waiver of the requirement of the giving of notice of said
meeting to such director.

          Section 7.  A majority of the board of directors shall constitute a
quorum for the transaction of business, except that a minority of the board may
fill vacancies in the board as provided in Section 8 of this Article III. The
act of a majority of the directors present at a meeting at which a quorum is
present shall be the act of the board of directors.

          Section 8.  In case of any vacancies due to death, incapacity,
resignation or otherwise in the board of directors, the remaining members of the
board of directors (although less than a majority thereof) may fill the same by
the affirmative vote of a majority of such remaining members, subject, however,
to the provisions of Section 9 of this Article III.

          Section 9.  The stockholders of the corporation may at any special
meeting of the stockholders remove from office any director or directors, for
cause, and in the case of any such removal any vacancies on the board of
directors arising from such removal which are not filled by the stockholders at
such special meeting shall be filled by the remaining directors in accordance
with the provisions of Section 8 of this Article III. In addition, the board of
directors of the corporation, by the affirmative vote of a majority of the whole
board, may remove from office any director or directors, for cause, and may fill
the vacancies arising from such removal in accordance with the provisions of
Section 8 of this Article III. Directors may not be

                                       10
<PAGE>

removed except for cause as provided in this Section 9. "Cause" shall mean
malfeasance in office, harassment of other directors or the officers or
employees of the corporation, or other conduct which, in the opinion of the
stockholders or the majority of the whole board of directors, is inimical or
prejudicial to the interest of the corporation.

          Section 10. The board of directors may create and appoint from its own
membership such committees as it deems desirable, which shall have such
functions and authority as the board of directors shall determine.

          Section 11. Members of the board of directors or of a committee of the
board of directors may participate in a meeting of such board or committee by
means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other at the same
time, and participating in a meeting pursuant to this provision shall constitute
presence in person at such meeting.

          Section 12. Unless otherwise provided by law, any action required or
permitted to be taken at any meeting of the board of directors, or of a
committee of the board of directors, may be taken without a meeting, if all of
the directors or all of the members of the committee, as the case may be, sign a
written consent or written consents setting forth the action taken or to be
taken, at any time before or after the intended effective date of such action.
Such consent or consents shall be filed with the minutes of directors' meetings
or committee meetings, as the case may be, and shall have the same effect as a
unanimous vote.

          Section 13. The only limitation on the power and authority of the
board of directors to determine the number of directors is that there shall be
not less than five (5) nor more than eighteen (18) members. There shall be no
other limitations, whether numerical, based on percentage increase or decrease
in the number of directors, or otherwise, on the power and authority of the
board of directors to determine the number of directors.

                                       11
<PAGE>

                                  ARTICLE IV

                                   OFFICERS
                                   --------

          The officers of the corporation shall be a president, one or more vice
presidents, a treasurer, a controller, and a secretary.  There may also be a
chairman of the board of directors appointed from time to time by the board of
directors from its own members.  The offices of chairman and President may be
held by the same person and any two of the offices of vice president, treasurer,
controller and secretary may be held by the same person.  The officers shall be
appointed annually by the board of directors at the first meeting thereof after
the annual or special meeting of the stockholders at which the board of
directors is elected, and shall hold office for one year and thereafter until
their successors shall be duly appointed and qualified; provided, that the
number of vice presidents may be changed from time to time by the board of
directors at any meeting or meetings thereof and if increased at any time the
additional vice president or vice presidents shall be appointed by the board of
directors.  There may also be such subordinate officers as the board of
directors shall appoint.  No officer or subordinate officer need be a
stockholder and no officer or subordinate officer other than the chairman of the
board of directors need be a director of the corporation.


                                   ARTICLE V

                             CHAIRMAN OF THE BOARD
                             ---------------------

          Whenever there shall be a chairman of the board of directors, the
chairman shall be an officer of the corporation, the chairman shall preside at
all meetings of the stockholders and of the board of directors, and shall have
such powers and perform such duties as may be assigned to the chairman of the
board from time to time by the board of directors.

                                       12
<PAGE>

                                  ARTICLE VI

                                   PRESIDENT
                                   ---------

          If there shall be no chairman of the board of directors, or in the
absence of the chairman of the board of directors, the president shall preside
at meetings of the stockholders and of the board of directors.  The president
shall exercise general supervision and direction of the business and affairs of
the corporation.  The president shall, except as may otherwise be provided by
resolution of the board of directors, have full authority to vote the shares of
stock owned by the corporation at all meetings of other corporations in which
the corporation may be a stockholder.  The president shall have the powers and
perform the duties customarily incidental to the office, and such other duties
as may be given to the president elsewhere in these By-laws or as may be
assigned to the president from time to time by the board of directors.

                                  ARTICLE VII

                                VICE PRESIDENTS
                                ---------------

          The vice presidents, in such order or according to such system as the
board of directors shall determine or adopt, shall assume and perform the duties
of the president when the office of president is vacant or whenever the
president, for any reason, cannot discharge the duties of the office.  The vice
presidents of the corporation shall have such other powers and duties as may be
given to them elsewhere in these By-laws or as may be assigned to them from time
to time by the board of directors or by the president.

                                 ARTICLE VIII

                                   TREASURER
                                   ---------

          The treasurer shall have the powers and perform the duties customarily
incidental to the office and such other powers and duties as may be given to the
treasurer elsewhere in these By-laws or as may be assigned to the treasurer from
time to time.  In the absence or disability of the treasurer, or if that office
is vacant, the treasurer's duties may be performed by the controller, the
secretary or by an assistant treasurer.  The directors may by resolution
authorize the controller, the secretary or an assistant treasurer equally with
the treasurer to have any or all of the powers and to perform any or all of the
duties given to the treasurer in these By-laws.

                                       13
<PAGE>

                                  ARTICLE IX

                                  CONTROLLER
                                  ----------

          The controller shall have the powers and perform the duties
customarily incidental to the office and such other powers and duties as may be
given to the controller elsewhere in these By-laws or as may be assigned to the
controller from time to time.  In the absence or disability of the controller,
or if that office is vacant, the controller's duties may be performed by the
treasurer, secretary or by an assistant controller.  The directors may by
resolution authorize the treasurer, the secretary or an assistant controller
equally with the controller to have any or all of the powers and to perform any
or all of the duties given to the controller in these By-laws.

                                   ARTICLE X

                                   SECRETARY
                                   ---------

          The secretary shall have the powers and perform the duties customarily
incidental to the office; the secretary shall give notice of all meetings of the
stockholders whenever requested to do so by the person thereunto duly
authorized, and shall have such other powers and duties as may be given
elsewhere in these By-laws or as may be assigned to the secretary from time to
time.  In the absence or disability of the secretary, or if that office is
vacant, the secretary's duties may be performed by the treasurer, the controller
or by an assistant secretary.  The directors may by resolution authorize the
treasurer, the controller or an assistant secretary equally with the secretary
to have any or all of the powers and to perform any or all of the duties given
to the secretary in these By-laws.

                                  ARTICLE XI

                  SUBORDINATE OFFICERS, AGENTS AND EMPLOYEES
                  ------------------------------------------

          Section 1.  The board of directors may appoint assistant vice
presidents, assistant treasurers, assistant controllers, and assistant
secretaries and such other subordinate officers and such agents as may be deemed
proper, who shall hold their positions at the pleasure of the board of directors
and who shall have such powers and duties as may be determined by the board of
directors. The authority to appoint or employ and to discharge subordinate
officers and agents and to fix their powers and duties may be delegated by the
board of directors to the president or any officer or officers of the
corporation. The officer to whom the power to appoint subordinate officers is
delegated by the board of directors shall report to the board the names and
titles of all subordinate officers appointed by such officer. Any officer of the
corporation may also be a subordinate officer, agent or employee.

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<PAGE>

          Section 2. The salaries and compensation of all officers, subordinate
officers and agents shall be determined by the board of directors. The authority
to fix the salaries and compensation of subordinate officers and agents may be
delegated by the board of directors to the president.

          Section 3. The president shall have the control of all employees and
shall determine the compensation of all employees other than that of the
officers, subordinate officers and agents.

                                  ARTICLE XII

                            REMOVALS AND VACANCIES
                            ----------------------

          Section 1. The board of directors of the corporation may at any time
remove from office or discharge from employment any officer, or subordinate
officer, appointed by it or by any person under authority delegated by it,
except insofar as such removal would be contrary to law.

          Section 2. If the office of any officer, or subordinate officer, shall
become vacant for any reason, the board of directors may appoint a successor to
serve at its pleasure; provided, however, that if the board of directors shall
have delegated to any officer the authority to employ or discharge such
subordinate officer, then the officer to whom such authority shall have been
delegated shall appoint a successor to the office of such subordinate officer,
which shall so have become vacant, to serve during the pleasure of such
appointing officer.

                                 ARTICLE XIII

                         CERTIFICATES OF CAPITAL STOCK
                         -----------------------------

          Section 1. Certificates for shares of the stock of the corporation
shall be of such form and device as the board of directors shall from time to
time determine but each such certificate shall plainly show its number, the date
of issuance, the name of the person to whom it is issued, the number and class
of shares, the designation of the series, if any, which such certificate
represents, and the par value of each share represented by such certificate, or
a statement that the shares are without par value.

          Section 2. Each certificate of stock shall be sealed with the
corporate seal and signed by the president or by a vice president and also by
the secretary or an assistant secretary or by the treasurer or an assistant
treasurer; provided, however, that the board of directors may provide that stock
certificates which are signed by a transfer agent or by a registrar may be
sealed with only the facsimile seal of the corporation and signed on behalf of
the corporation with only the facsimile signatures

                                       15
<PAGE>

of its officers and subordinate officers as above designated. In case any such
officer who has signed or whose facsimile signature has been placed upon such
certificate shall have ceased to be such officer before such certificate is
issued, it may be issued by the corporation with the same effect as if such
officer had not ceased to be such at the date of its issue.

                                  ARTICLE XIV

                               TRANSFER OF STOCK
                               -----------------

          Section 1.  Transfer of shares of stock may be made by endorsement and
delivery of the certificate. No such transaction shall be valid, except between
the parties thereto, until such new certificate shall have been obtained or the
transfer shall have been recorded on the books of the corporation so as to show
the date of the transfer, the names of the parties thereto, their addresses, and
the number and description of the shares transferred. Upon such surrender of any
certificate the same shall be cancelled.

          Section 2.  The books for the transfer of stock may be closed as the
board of directors may from time to time determine for a period not exceeding
twenty days before the annual or any special meeting of stockholders or before
the day appointed for the payment of any dividend, or before any date on which
rights of any kind in or in connection with the stock are to be determined or
exercised; provided, however, that in lieu of closing the books for the transfer
of stock the board of directors may fix in advance a day as the record date for
the determination of stockholders to be entitled to have or exercise the right
to receive notice, to vote, to receive dividends, or to receive or exercise any
such rights. In the event that the books for the transfer of stock are to be
closed the secretary may be directed by the board of directors to give such
notice of such closing as the board of directors may deem advisable.

          Section 3.  In case of the loss, mutilation or destruction of any
certificate for any share or shares of stock of the corporation, a duplicate
certificate may be issued upon such terms as the board of directors may
prescribe.

          Section 4.  The corporation shall be entitled to treat the holder of
record of any share or shares of its capital stock as the holder in fact thereof
for any purpose whatsoever and shall not be bound to recognize any equitable or
other claim to or interest in such share or shares on the part of any other
claimant thereto.

                                       16
<PAGE>

          Section 5. The board of directors shall have power and authority to
make all such rules and regulations as they deem expedient, concerning the
issue, transfer and registration of certificates for shares of the capital stock
of the corporation.

                                  ARTICLE XV

                           EXECUTION OF INSTRUMENTS
                           ------------------------

          All checks, dividend warrants and other orders for the payment of
money, drafts, notes, bonds, acceptances, contracts, and all other instruments,
except as otherwise provided in these By-laws, shall be signed by such person or
persons as shall be provided by general or special resolution of the board of
directors, and in the absence of any provision in these By-laws or any such
general or special resolution applicable to any such instrument then such
instrument shall be signed by any two of the following: the president, any vice
president, the treasurer, the controller or the secretary.  The board of
directors may delegate to any officer or officers of the corporation the power
to designate the person or persons to execute any such instrument on behalf of
the corporation.  The board of directors may provide that any such instrument
may be executed on behalf of the corporation by the facsimile signature or
signatures of such person or persons as may be designated by the board of
directors or by any officer or officers to whom such power of designation may
have been delegated by the board of directors; and the board of directors may
provide that any such instrument may be sealed with the facsimile seal of the
corporation.

                                  ARTICLE XVI

                         IMMUNITY AND INDEMNIFICATION
                         ----------------------------

          Immunity of directors and officers of the corporation and
indemnification by the corporation of directors and officers of the corporation
from costs and expenses and liabilities shall be governed by the provisions
relating thereto included in the Articles of Incorporation of the corporation
and in any indemnity agreements between the corporation and any such director or
officer.

                                 ARTICLE XVII

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

          The fiscal year of the corporation shall be the calendar year.

                                       17
<PAGE>

                                 ARTICLE XVIII

                             AMENDMENT TO BY-LAWS
                             --------------------

          Section 1.  These By-laws may be altered, amended or repealed or new
By-laws enacted by the affirmative vote of a majority of the entire board of
directors or at any regular meeting of the shareholders (or at any special
meeting duly called for that purpose) by the affirmative vote of a majority of
the shares represented and entitled to vote at such meeting (if notice of the
proposed alteration or amendment or any new By-law provision or provisions is
contained in the notice of such meeting).

          Section 2.  Notwithstanding anything contained in Section 1 of this
Article XVIII to the contrary, either (i) the affirmative vote of the holders of
at least 80 percent of the votes entitled to be cast by the holders of all
shares of the corporation entitled to vote generally in the election of
directors, voting together as a single class, or (ii) the affirmative vote of a
majority of the entire board of directors with the concurring vote of a majority
of the continuing directors, voting separately and as a subclass of directors,
shall be required to alter, amend or repeal, or adopt any provision inconsistent
with (a) the second paragraph of Section 2 of Article II relating to business
properly brought before an annual meeting, (b) Section 3 of Article II, (c)
Section 10 of Article II, (d) Section 1 of Article III, (e) Section 9 of Article
III and (f) this Article XVIII. For purposes of this Article XVIII, the term
"continuing director" shall mean any member of the board of directors who was a
member of the board of directors on April 21, 1987 or who is elected to the
board of directors after April 21, 1987, upon the recommendation of a majority
of the continuing directors, voting separately and as a subclass of directors on
such recommendation.

                                  ARTICLE XIX

          The corporation may issue, whether or not in connection with the
issuance and sale of any of its stock or other securities, rights, options or
warrants entitling the holders thereof to purchase from the corporation shares
of any class or classes of stock.  The board of directors shall determine the
terms upon which the rights, options, or warrants are issued, their form and
content, and the consideration for which the shares are to be issued.  The
documents evidencing such rights, options or warrants, may include conditions on
the exercise of such rights, options or warrants, including conditions that
preclude the holder or holders, including any subsequent transferees, of at
least a specified percentage of the common shares of the corporation from
exercising such rights, options or warrants.

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