<PAGE>   1
                                                                     EXHIBIT 3.2

                                                      Amended and Restated as of
                                                                December 3, 1996


                              AMENDED AND RESTATED

                                     BY-LAWS

                                       OF

                             ECC INTERNATIONAL CORP.


                                    ARTICLE I
                                    ---------

                                     OFFICES
                                     -------


         SECTION 1. The location of the principal office of the Corporation in
the State of Delaware shall be the City of Dover, County of Kent, State of
Delaware.

         SECTION 2. The Corporation may also have offices at such other places,
both within and without the State of Delaware, as the Board of Directors may,
from time to time, determine or the business of the Corporation may require.


                                   ARTICLE II
                                   ----------

                             MEETING OF STOCKHOLDERS
                             -----------------------

         SECTION 1. All meetings of the stockholders for the election of
directors shall be held at the principal office of the Corporation in the State
of Delaware or at such other place within or without the State of Delaware as
may from time to time be fixed by the Board of Directors and as may be specified
in the respective Notices of Meeting or duly executed waivers of notice;
provided that the place of meeting for the election of directors shall not be
changed within 60 days next before the day on which the election is to be held
and, at least 20 days before the election is held, a notice of any such change
shall be given to each stockholder entitled to vote at the election.

         SECTION 2. An annual meeting of stockholders shall be held on the date
and at the time fixed from time to time, by the directors, provided, that the
first annual meeting shall be held on a date within thirteen months after the
organization of the Corporation, and each successive annual meeting shall be
held on a date within thirteen months after the date of the preceding annual
meeting. At such annual 

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meeting the stockholders shall elect by a plurality vote by ballot, a Board of
Directors and transact such other business as may properly be brought before the
meeting.

         SECTION 3. The written notice of the annual meeting shall be given to
each stockholder entitled to vote thereat, not less than ten (10) nor more than
fifty (50) days prior to the meeting.

         SECTION 4. At least ten (10) days before every election of directors, a
complete list of the stockholders entitled to vote at said election, arranged in
alphabetical order with the residence of each and the number of voting shares
held by each, shall be prepared by the Secretary. Such list shall be open at the
place where the election is to be held for said ten (10) days, to the
examination of any stockholder, and shall be produced and kept at the time and
place of election during the whole time thereof, and subject to the inspection
of any stockholder who may be present.

         SECTION 5. At all elections of directors, the chairman of the meeting
shall appoint two (2) Inspectors of Election, unless such appointment shall be
unanimously waived by those stockholders present or represented by proxy at the
meeting and entitled to vote. The Inspectors shall first take and subscribe an
oath or affirmation faithfully to execute the duties of Inspectors at such
meeting with strict impartiality and according to the best of their ability, and
shall take charge of the polls and after the balloting shall make a certificate
of the result of the vote taken; but no director or candidate for the office of
director shall be appointed as such Inspector.

         SECTION 6. In lieu of closing the stock transfer books, the Board of
Directors may fix in advance a date, not more than sixty (60) nor less than ten
(10) days preceding the date of any meeting of stockholders, or the date for the
payment of any dividend, or the date for the allotment of rights, or the date
when any change or conversion or any exchange of capital stock shall go into
effect, or the date in connection with obtaining the consent of stockholders for
any purpose, as a record date for the determination of the stockholders entitled
to notice of, and to vote at, any such meeting and any adjournment thereof, or
entitled to receive payment of any such dividend, or to any such allotment of
rights, or to exercise the rights in respect of any such change, conversion or
exchange of capital stock, or to give such consent, and in such case such
stockholders and only such stockholders as shall be stockholders of record on
the date so fixed shall be entitled to such notice of, and to vote at, such
meeting and any adjournment thereof, or to receive payment of such dividend, or
to receive such allotment of rights, or to exercise such rights, or to give such
consent, as the case may be, notwithstanding any transfer of any stock on the
books of the corporation after any such record date fixed as aforesaid.

         In any case where the Board of Directors shall not have fixed as
aforesaid a record date for the determination of the stockholders entitled to
notice of, and to vote at, any meeting of stockholders, such record date shall
be at the close of business on the day next preceding the day on which notice is
given or, if notice is waived, at the close of business on the day next
preceding the day on which the meeting is held.

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         The Board of Directors may close the stock books of the Corporation
against transfers of stock for a period not exceeding sixty (60) days next
preceding the dates in this Section 6 mentioned, and none of the stock of the
Corporation shall be transferred upon its books during such period.

         SECTION 7. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the Certificate of
Incorporation, may be called by the President or Chairman of the Board and shall
be called by the President or Secretary at the request in writing of a majority
of the Board of Directors. In addition, a special meeting of stockholders shall
be called by the President or Secretary upon the written application, dated on
or after July 1, 1997, of one or more stockholders who hold in the aggregate not
less than 30% of the outstanding capital stock entitled to vote at the special
meeting. A special meeting of the stockholders, for any purpose or purposes,
unless otherwise prescribed by statute or by the Certificate of Incorporation,
shall be called by the Corporation upon written notice from stockholders owning
not less than ten (10%) percent of the Corporation's outstanding shares of
voting stock, which notice shall set forth the purpose or purposes of such
special meeting and the Corporation shall hold the special meeting of
stockholders no later than thirty (30) days after the date such notice is
received by the Corporation. Notwithstanding anything to the contrary contained
in Article X, Section 1 of the By-laws of the Corporation, this By-law may not
be amended without the affirmative vote of a majority of shares of voting stock
present in person or represented by proxy at a meeting of the Corporation's
stockholders and entitled to vote on the matter.

         SECTION 8. Written notice of a special meeting of stockholders, stating
the time and place and object thereof, shall be served upon or mailed to each
stockholder entitled to vote thereat at such address as appears on the books of
the Corporation not less than ten (10) nor more than fifty (50) days before such
meeting.

         SECTION 9. Business transacted at all special meetings shall be
confined to the objects stated in the call.

         SECTION 10. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy shall be requisite and shall constitute a quorum at all meetings of the
stockholders for the transaction of business except as otherwise provided by
statute, by the Certificate of Incorporation or by these By-laws. If, however,
such quorum shall not be present or represented at any meeting of the
stockholders, the stockholders entitled to vote thereat, present in person or
represented by proxy, shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting until a quorum shall be
present or represented. At such adjourned meeting at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the meeting as originally notified.


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         SECTION 11. When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power, present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by statute, the Certificate of
Incorporation or express provision of these By-laws, a different vote is
required in which case such provision shall govern and control the decision of
such question.

         SECTION 12. At any meeting of the stockholders every stockholder having
the right to vote shall be entitled to vote in person, or by proxy appointed by
an instrument in writing, subscribed by such stockholder and bearing a date not
more than three (3) years prior to said meeting, unless said instrument provides
for a longer period. Each stockholder shall have one vote for each share of
stock having voting power, registered in his name on the books of the
Corporation. Except where the transfer books of the Corporation shall have been
closed or a date shall have been fixed as a record date for the determination of
its stockholders entitled to vote, no share of stock shall be voted on at any
election of directors which shall have been transferred on the books of the
Corporation within twenty (20) days next preceding such election of directors.

         SECTION 13. Whenever a vote of stockholders at a meeting thereof is
required or permitted to be taken in connection with any corporate action by any
provisions of statute or of the Certificate of Incorporation or of these
By-laws, the meeting and vote of stockholders may be dispensed with if all the
stockholders who would have been entitled to vote upon the action if such
meeting were held shall consent in writing to such corporate action being taken.

         Section 14.
         ----------

         (a) At any annual meeting of stockholders, only such business shall be
conducted, and only such proposals shall be acted on, as is properly brought
before the meeting. In order for business to be properly brought before the
meeting, business must be either (i) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Board of Directors, (ii)
otherwise properly brought before the meeting by or at the direction of the
Board, or (iii) otherwise properly brought before the meeting by a stockholder.
In addition to any other applicable requirements, for business to be properly
brought before an annual meeting by a stockholder, the stockholder must have
given timely notice thereof in writing to the Secretary of the Corporation. To
be timely, a stockholder's notice must be delivered to or mailed and received at
the principal executive offices of the corporation, not less than 50 days nor
more than 75 days prior to the meeting; provided, however, that in the event
that less than 65 days' notice or prior public disclosure of the date of the
meeting is given or made to stockholders, notice by the stockholder to be timely
must be so received not later than the close of business on the 15th day
following the day on which such notice of the date of the annual meeting was
mailed or such public disclosure was made, whichever first occurs. A
stockholder's notice to the Secretary shall set forth as to each matter the
stockholder

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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 the stockholder proposing such business, (iii) the class and number of shares
of the Corporation which are beneficially owned by the stockholder, and (iv) any
material interest of the stockholder in such business.

         (b) Notwithstanding anything in the By-laws to the contrary, no
business shall be conducted at the annual meeting except in accordance with the
procedures set forth in this Section 14 of Article II, provided, however, that
nothing in this Section 14 of Article II shall be deemed to preclude discussion
by any stockholder of any business properly brought before the annual meeting.

         (c) The chairman of the annual meeting shall, if the facts warrant,
determine and declare to the meeting that business was not properly brought
before the meeting in accordance with the provisions of this Section 14 of
Article II, and if he should so determine, he shall so declare to the meeting
and any such business not properly brought before the meeting shall not be
transacted.

         (d) At any special meeting of stockholders, only such business shall be
conducted, and only such proposals shall be acted on, as is properly brought
before the special meeting. In order for business to be property brought before
the special meeting, business must be either (i) specified in the notice of
special meeting (or any supplement thereto) given by or at the direction of the
Board of Directors, (ii) otherwise properly brought before the special meeting
by or at the direction of the Board, or (iii) otherwise properly brought before
the special meeting by a stockholder. In addition to any other applicable
requirements, for business to be properly brought before a special meeting by a
stockholder, the stockholder must have given notice thereof in writing to the
Secretary of the Corporation. A stockholder's notice to the Secretary shall set
forth as to each matter the stockholder proposes to bring before the special
meeting (i) a brief description of the business desired to be brought before the
special meeting and the reasons for conducting such business at the special
meeting, (ii) the name and record address of the stockholder proposing such
business, (iii) the class and number of shares of the Corporation which are
beneficially owned by the stockholder, and (iv) any material interest of the
stockholder in such business. Notwithstanding anything in the By-laws to the
contrary, no business shall be conducted at the special meeting except in
accordance with the procedures set forth in this Section 14 of Article II. The
chairman of the special meeting shall, if the facts warrant, determine and
declare to the special meeting that business was not properly brought before the
special meeting in accordance with the provisions of this Section 14 of Article
II and, if he should so determine, he shall so declare to the special meeting
and any such business not properly brought before the special meeting shall not
be transacted.

         SECTION 15. Not less than 50 days nor more than 75 days prior to the
date of the Annual Meeting any stockholder who intends to make a nomination at
the

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Annual Meeting shall deliver a notice to the Secretary of the Corporation
setting forth (a) as to each nominee whom the stockholder proposes to nominate
for election or reelection as a director, (i) the name, age, business address
and residence address of the nominee, the principal occupation or employment of
the nominee, (iii) the class and number of shares of capital stock of the
corporation which are beneficially owned by the nominee and (iv) any other
information concerning the nominee that would be required under the rules of the
Securities and Exchange Commission in a proxy statement soliciting proxies of
the election of such nominee; and (b) as to the stockholder giving the notice,
(i) the name and record address of the stockholder and (ii) the class and number
of shares of capital stock of the Corporation which are beneficially owned by
the stockholder; provided, however, that in the event that less than 65 days'
notice or prior public disclosure of the date of the annual meeting is given or
made to stockholders, notice by the stockholder to be timely must be so
delivered not later than the close of business on the 15th day following the day
on which such notice of the date of the meeting was mailed or such public
disclosure was made, whichever first occurs. Such notice shall include a signed
consent to serve as a director of the Corporation, if elected, of each such
nominee. The corporation may require any proposed nominee to furnish such other
information as may reasonably be required by the Corporation to determine the
eligibility for such proposed nominee to serve as a director of the Corporation.


                                   ARTICLE III
                                   -----------

                                    DIRECTORS
                                    ---------

         SECTION 1. The number of directors which shall constitute the whole
Board shall be not less than four nor more than twenty as the directors may from
time to time determine by resolution. The directors shall be elected at the
annual meeting of stockholders, except as provided in Section 2 of this Article,
and each director elected shall hold office until his successor shall be elected
and shall qualify. Directors need not be stockholders. The directors shall act
only as a Board and the individual directors shall have no power as such, except
when acting pursuant to written consent signed by all members of the Board as
provided in Section 3 hereof.

         SECTION 2. Vacancies among the directors whether caused by death,
resignation, retirement, disqualification or removal from office, of any
directors, by an increase in the number of directors, or otherwise, shall be
filled by vote of a majority of the directors then in office, though less than a
quorum, and the directors so chosen shall hold office until the next annual
election of directors and until their successors shall be duly elected and
qualified unless sooner removed or displaced pursuant to law. Voting by
directors for such filling of vacancies need not be by ballot.

         SECTION 3. The property and business of the Corporation shall be
managed by its Board of Directors which may exercise all such powers of the
Corporation and do all such lawful acts and things as are not by statute or by
the Certificate of

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Incorporation or by these By-laws directed or required to be exercised or done
by the stockholders.

         Whenever the vote of directors, or members of a Committee thereof, at a
meeting thereof is required or permitted to be taken in connection with any
corporate action by any provisions of the statutes or of the Certificate of
Incorporation or of these Bylaws, the meeting and vote of directors or members
of a Committee thereof, may be dispensed with, if all the directors or members
of such Committee, prior to such action, shall consent in writing to such
corporate action being taken and such written consent is filed with the minutes
of the Board or Committee.

                       Meetings of the Board of Directors
                       ----------------------------------

         SECTION 4. The directors of the Corporation may hold their meetings,
both regular and special, either within or without the State of Delaware.

         SECTION 5. The first meeting of each newly elected Board may be held
immediately after each annual meeting of the stockholders at the same place at
which the meeting is held, and no notice of such meeting shall be necessary to
the meeting, provided a quorum shall be present. In the event such first meeting
is not held immediately after the annual meeting of the stockholders, it may be
held at such time and place as shall be specified in the notice given as
hereinafter provided for special meetings of the Board of Directors, or at such
time and place as shall be fixed by the consent in writing of all of the
directors.

         SECTION 6. Regular meetings of the Board may be held without notice at
such time and place as shall from time to time be determined by the Board.
Regular meetings may be held at any time without notice if all of the directors
are present.

         SECTION 7. Special meetings of the Board may be called by the President
or Chairman of the Board on at least six (6) hours' notice to each director,
either personally or by mail, and shall be called by the President or Secretary
in like manner and on like notice given within three (3) days after receipt of
the written request of three (3) directors, and in the absence of the President
and Secretary, any three (3) directors may call a special meeting of the Board
in like manner and on like notice.

         SECTION 8. At all meetings of the Board, the presence of not less than
one-half of the total number of directors, but in no event less than two, shall
be necessary and sufficient to constitute a quorum for the transaction of
business. The act of the majority of the directors present at a meeting at which
there is a quorum shall be the act of the Board of Directors, except as may be
otherwise specifically provided by statute or by the Certificate of
Incorporation or by these By-laws. If a quorum shall not be present at any
meeting of directors, the directors present thereat may adjourn the meeting from
time to time without notice other than announcement at the meeting, until a
quorum shall be present.

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                             Committees of Directors
                             -----------------------

         SECTION 9. The Board of Directors may, by resolution, passed by a
majority of the whole Board, designate an Executive Committee to consist of four
(4) or more directors as the Board from time to time may determine. The
Executive Committee shall have and may exercise when the Board is not in
session, all the powers of the Board of Directors in the management of the
business and the affairs of the Corporation, and shall have power to authorize
the seal of the Corporation to be affixed to all papers which may require it;
but the Executive Committee shall not have the power to fill vacancies in the
said Committee or to make or amend the By-laws of the Corporation. The Board
shall have the power at any time to change the membership of the Executive
Committee, to fill vacancies in it, or to dissolve it. The Board of Directors
shall also have the power to designate one or more alternate members of such
Executive Committee which alternative members shall have power to serve, subject
to such conditions as the Board may prescribe, as a member or members of said
Executive Committee during the absence or inability to act of any one or more
members of said Committee. The Executive Committee may make rules for the
conduct of its business and may appoint such Committees and assistants as it may
from time to time deem necessary. A majority of the members of the Executive
Committee shall constitute a quorum. Unless otherwise ordered by the Board, each
member of the Executive Committee shall continue to be a member thereof until
the expiration of its term of office as a director (or, in case of his
re-election as a director, until the expiration of his new term of office) or
until sooner removed from the Board. Meetings of the Executive Committee shall
be held at the principal office of the Corporation in the State of Delaware, or
at such other place or places within or without the State of Delaware as shall
be specified in the notice or waiver of notice of meeting, or specified by
resolution of the Board or of the Executive Committee.

         SECTION 10. The Board of Directors may also, by resolution or
resolutions, passed by a majority of the whole Board, designate one or more
other Committees, each Committee to consist of two (2) or more of the directors
of the Corporation, which, to the extent provided in said resolution or
resolutions, shall have and may exercise the powers of the Board of Directors in
the management of the business and affairs of the Corporation and shall have
power to authorize the seal of the Corporation to be affixed to all papers which
may require it. Such Committee or Committees shall have such name or names as
may be determined from time to time by resolution adopted by the Board of
Directors.

         SECTION 11. Whenever requested by the Board of Directors the Committee
shall keep regular minutes of their proceedings and report the same to the Board
when required.

                            Compensation of Directors
                            -------------------------

         SECTION 12. Directors may, by resolution of the Board, receive a fixed
annual sum for acting as directors, payable quarterly or at such other intervals
as the Board

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shall fix, and/or a fixed sum and expenses of attendance, if any, for attendance
at each regular or special meeting of the Board; provided that nothing herein
contained shall be construed to preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor. Members
of special or standing Committees may be allowed like compensation for attending
Committee meetings.

                    Indemnification of Directors and Officers
                    -----------------------------------------

         SECTION 13. The Corporation shall, to the fullest extent permitted by
Section 145 of the General Corporation Law of Delaware, as that Section may be
amended and supplemented from time to time, indemnify any director, officer or
trustee which it shall have power to indemnify under that Section against any
expenses, liabilities or other matters referred to in or covered by that
Section. The indemnification provided for in this Section 13 (i) shall not be
deemed exclusive of any other rights to which those indemnified may be entitled
under any by-law, agreement or vote of stockholders or disinterested directors
or otherwise, both as to action in their official capacities and as to action in
another capacity while holding such office, (ii) shall continue as to a person
who has ceased to be a director, officer or trustee and (iii) shall inure to the
benefit of the heirs, executors and administrators of such a person. The
corporation's obligation to provide indemnification under this Section 13 shall
be offset to the extent of any other source of indemnification or any otherwise
applicable insurance coverage under a policy maintained by the corporation or
any other person.

         To assure indemnification under this Section 13 of all such persons who
are determined by the Corporation or otherwise to be or to have been
"fiduciaries" of any employee benefit plan of the Corporation which may exist
from time to time, such Section 145 shall, for the purposes of this Section 13,
be interpreted as follows: an "other enterprise" shall be deemed to include such
an employee benefit plan, including, without limitation, any plan of the
Corporation which is governed by the Act of Congress entitled "Employee
Retirement Income Security Act of 1974", as amended from time to time; the
Corporation shall be deemed to have requested a person to serve an employee
benefit plan where the performance by such person of his duties to the
corporation also imposes duties on, or otherwise involves services by, such
person to the plan or participants or beneficiaries of the plan; excise taxes
assessed on a person with respect to an employee benefit plan pursuant to such
Act of Congress shall be deemed "fines"; and action taken or omitted by a person
with respect to an employee benefit plan in the performance of such person's
duties for a purpose reasonably believed by such person to be in the interest of
the participants and beneficiaries of the plan shall be deemed to be for a
purpose which is not opposed to the best interests of the Corporation.


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<PAGE>   10




                                   ARTICLE IV
                                   ----------

                                     NOTICES
                                     -------

         SECTION 1. Whenever under the provisions of statute or of the
Certificate of Incorporation or of these By-laws notice is required to be given
to any director or stockholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, by mail addressed to such
director or stockholder at such address as appears on the books of the
Corporation, and such notice shall be deemed to be given at the time when the
same shall be thus mailed.

         SECTION 2. Whenever any notice is required to be given under the
provisions of statute or of the Certificate of Incorporation or of these
By-laws, a waiver thereof in writing signed by the person or persons entitled to
said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.


                                    ARTICLE V
                                    ---------

                                    OFFICERS
                                    --------

         SECTION 1. The officers of the Corporation shall be chosen by the
directors and may include a Chairman of the Board of Directors, a President, an
Executive Vice President, a Vice President, a Secretary, a Treasurer and a
Comptroller. The Chief Executive Officer of the Corporation shall be such
officer as may be designated by the Board of Directors. The Board of Directors
may also choose a Vice Chairman of the Board of Directors, additional Vice
Presidents and one or more Assistant Secretaries, Assistant Treasurers and
Assistant Comptrollers. Any individual may hold two or more offices, except that
the offices of the President and Secretary may not be held by the same person.
The Board may appoint such other officers and agents as it may deem necessary,
who shall hold their offices for such terms and shall exercise such powers and
perform such duties as shall be determined from time to time by the Board.

         SECTION 2. The Board of Directors at its first meeting after such
annual meeting of stockholders may choose a Chairman of the Board from its
members, and may choose a President, an Executive Vice President and one or more
Vice Presidents, a Treasurer and a Secretary, none of whom need be a member of
the Board.

         SECTION 3. The officers of the Corporation shall hold office until
their successors are chosen and qualify in their stead. Any officer elected or
appointed by the Board of Directors may be removed at any time by the
affirmative vote of a majority of the whole Board of Directors. If the office of
any officer becomes vacant for any reason, the vacancy shall be filled by the
Board of Directors.


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<PAGE>   11



                       Chairman of the Board of Directors
                       ----------------------------------

         SECTION 4. The Chairman of the Board of Directors shall preside at all
meetings of the Board and of the stockholders and shall perform all duties
incident to the Chairman of the Board of Directors. He may sign and execute in
the name of the Corporation, all deeds, mortgages, bonds, contracts or other
instruments authorized by the Board of Directors, except where required or
permitted by law to be otherwise signed and executed and except in cases where
the signing and execution thereof shall be delegated by the Board of Directors
or by these By-laws to some other officer or agent of the Corporation. He shall
have such other powers and perform such duties as may be assigned to him by the
Board of Directors.

                                    President
                                    ---------

         SECTION 5. The President shall perform all the duties incident to the
office of the President. He may sign and execute in the name of the Corporation,
all deeds, mortgages, bonds, contracts or other instruments authorized by the
Board of Directors, except where required or permitted by law to be otherwise
signed and executed and except in cases where the signing and execution thereof
shall be delegated by the Board of Directors or by these By-laws to some other
officer or agent of the Corporation. He shall have such other powers and perform
such duties as may be assigned to him by the Board of Directors.

                            Executive Vice President
                            ------------------------

         SECTION 6. The Executive Vice President, if one is elected, shall
perform the duties of the President in his absence and such other duties as may
be assigned to him by the Board of Directors, or the President.

                                 Vice President
                                 --------------

         SECTION 7. The Vice President shall perform such duties as the
President or the Board of Directors may, from time to time, designate.

                       Secretary and Assistant Secretaries
                       -----------------------------------

         SECTION 8. The Secretary shall record all the proceedings of the
meetings of the stockholders and directors in a book to be kept for that
purpose, and shall perform like duties for the standing Committees when
requested. He shall give, or cause to be given, notice of all meetings of the
stockholders and special meetings of the Board of Directors, and shall perform
such other duties as may be prescribed by the Board of Directors or President,
under whose supervision he shall be. He shall keep in safe custody the seal of
the Corporation and when authorized by the Board, affix the same to any
instrument requiring it and, when so affixed, it shall be attested by his
signature or by the signature of the Treasurer or an Assistant Secretary.


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<PAGE>   12



         SECTION 9. The Assistant Secretary in order of their seniority shall,
in the absence or disability of the Secretary, perform the duties and exercise
the powers of the Secretary and shall perform such other duties as the President
or the Board of Directors shall prescribe.

                       Treasurer and Assistant Treasurers
                       ----------------------------------

         SECTION 10. The Treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the Corporation in
such depositories as may be designated by the Board of Directors.

         SECTION 11. He shall disburse the funds of the Corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all his transactions as Treasurer and of the financial condition of the
Corporation.

         SECTION 12. He shall perform all duties incident to the office, and any
duties that may be assigned to him by the Board of Directors or the President.

         SECTION 13. If required by the Board of Directors, he shall give the
Corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board for the faithful performance of the duties of his
office and for the restoration to the Corporation, in case of his death,
resignation, retirement or removal from office, of all books, papers, vouchers,
money and other property of whatever kind in his possession or under his control
belonging to the Corporation.

         SECTION 14. The Assistant Treasurers in the order of their seniority,
unless otherwise determined by the Board of Directors, shall, in the absence or
disability of the Treasurer, perform the duties and exercise the powers of the
Treasurer. They shall perform such other duties and have such other powers as
the President or the Board of Directors may from time to time prescribe.

                      Comptroller and Assistant Comptroller
                      -------------------------------------

         SECTION 15. The Comptroller shall receive and audit the accounts of all
officers and agents of the Corporation who receive or disburse its funds, and
all other accounts of receipts or disbursements of the Corporation, and shall
keep a proper record of the same.

         SECTION 16. He shall keep an account of all contracts, leases or
agreements, by the terms of which moneys are receivable or payable by the
Corporation, as well as of all debts due to or liabilities incurred by the
Corporation, and shall render to the President and the Board of Directors, at
the regular meetings, or when the Board of

                                      -12-

<PAGE>   13



Directors so requires, reports of all payments coming due and all balances past
due to or from the Corporation.

         SECTION 17. He shall properly classify the receipts and disbursements
of the Corporation and report the same to the President and the Board of
Directors, at the regular meetings, or when the Board of Directors so requires,
and shall perform such other duties as may be assigned to him by the President
or the Board of Directors.

         SECTION 18. The Assistant Comptrollers in the order of their seniority,
unless otherwise determined by the Board of Directors, shall, in the absence or
disability of the Comptroller, perform the duties and exercise the powers of the
Comptroller. They shall perform such other duties and have such other powers as
the President or the Board of Directors may from time to time prescribe.


                                   ARTICLE VI
                                   ----------

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

         SECTION 1. The interest of each stockholder of the Corporation shall be
evidenced by certificates for shares of stock in such form as the Board of
Directors may from time to time prescribe in accordance with the law. The
certificates of stock shall be numbered and shall be entered in the books of the
Corporation as they are issued. They shall exhibit the holder's name and number
of shares and shall be signed by the President or a Vice President and the
Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary.

         SECTION 2. Where a certificate is signed (1) by a transfer agent or an
assistant transfer agent, or (2) by a transfer clerk acting on behalf of the
Corporation and a registrar, the signature of any such President, Vice
President, Treasurer, Assistant Treasurer, Secretary or Assistant Secretary may
be facsimile. In case any officer or officers who have signed, or whose
facsimile signature or signatures have been used on, any such certificate or
certificates shall cease to be such officer or officers of the Corporation,
whether because of death, resignation or otherwise, before such certificate or
certificates shall have been delivered by the Corporation, such certificate or
certificates may nevertheless be adopted by the Corporation and be issued and
delivered as though the person or persons who signed such certificate or
certificates or whose facsimile signature or signatures have been used thereon
have not ceased to be such officer or officers of the Corporation.

         SECTION 3. The shares in the stock of the Corporation shall be
transferable on the books of the Corporation by the holder thereof in person or
by his attorney, upon surrender for cancellation of certificates for the same
number of similar shares, with an assignment and power of transfer endorsed
thereon or attached thereto, duly executed, and with such proof of the
authenticity of the signature as the Corporation or its agents may reasonably
require.

                                      -13-

<PAGE>   14



         SECTION 4. The Corporation shall be entitled to treat the holder of
record of any share or shares of stock as the holder in fact thereof and,
accordingly, 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 person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
the laws of Delaware.

                                Lost Certificates
                                -----------------

         SECTION 5. The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the Corporation alleged to have been lost or destroyed,
upon the making of an affidavit of that fact by the person claiming the
certificate of stock to be lost or destroyed. When authorizing the issuance of a
new certificate or certificates, the Board of Directors may, in its discretion,
and as a condition precedent to the issuance thereof, require the owner of such
lost or destroyed certificate or certificates, or his legal representative, to
advertise the same in such manner as it shall require and/or give the
Corporation a bond in such sum as it may direct as indemnity against any claim
that may be made against the Corporation with respect to the certificate alleged
to have been lost or destroyed.


                                   ARTICLE VII
                                   -----------

                                 CORPORATE BOOKS
                                 ---------------

         SECTION 1. The Books of the Corporation, except the original or
duplicate stock ledger, may be kept outside of Delaware at such place or places
as the Board of Directors may from time to time determine.


                                  ARTICLE VIII
                                  ------------

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

         SECTION 1. All checks, notes, drafts, bills of exchange, orders for
payment of money, bonds, debentures, obligations, bills of lading, commercial
documents and other negotiable and/or nonnegotiable instruments, contracts and
formal documents (other than certificates of stock) shall be signed by such
officer or officers or agent or agents as shall be thereunto authorized from
time to time by the Board of Directors. The seal of the Corporation may be
affixed to such instruments and papers requiring the same as shall have been
duly signed and may be attested by the Secretary or one of the Assistant
Secretaries or by the Treasurer or one of the Assistant Treasurers or by any
other officer.


                                      -14-

<PAGE>   15




                                   ARTICLE IX
                                   ----------

                               GENERAL PROVISIONS
                               ------------------

                                    Dividends
                                    ---------

         SECTION 1. Dividends upon the capital stock of the Corporation subject
to the provisions of the Certificate of Incorporation, if any, may be declared
by the Board of Directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property or in shares of the capital stock,
subject to the provisions of the Certificate of Incorporation.

         SECTION 2. Before payment of any dividend, there may be set aside out
of any funds in the Corporation available for dividends, such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve fund to meet contingencies, or for equalizing dividends, or for
preparing or maintaining any property of the Corporation, or for such other
purposes as the directors shall think conducive to the interest of the
Corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

                                 Corporate Seal
                                 --------------

         SECTION 3. The corporate seal shall have inscribed thereon the name of
the Corporation, the year of its organization and the words "Corporate
Seal-Delaware." In lieu of the corporate seal, when so authorized by the Board
of Directors or Executive Committee, a facsimile thereof may be impressed or
affixed or reproduced.

                               Voting Upon Stocks
                               ------------------

         SECTION 4. Unless otherwise ordered by the Board of Directors or
Executive Committee, the President or any of the Vice Presidents authorized
thereto in writing by the President shall have full power and authority on
behalf of the corporation to attend and to act and to vote, or to give, on
behalf of the Corporation, a proxy to attend and to act and to vote at any
meeting of the stockholders of any corporation in which the Corporation may hold
stock, and at any such meeting he or such proxy shall possess and may exercise,
for the purpose of such meeting, any and all the rights and powers incident to
the ownership of said stock, and which as the owner thereof, the Corporation
might have possessed and exercised if present. The Board of Directors and
Executive Committee by resolution from time to time may confer like power upon
any other person or persons.

                                   Fiscal Year
                                   -----------

         SECTION 5. The fiscal year of the corporation shall be fixed, and shall
be subject to change by the Board of Directors.

                                      -15-

<PAGE>   16



                                    ARTICLE X
                                    ---------

                                   Amendments
                                   ----------

         SECTION 1. These By-laws may be altered or repealed at any regular
meeting of the stockholders or at any special meeting of the stockholders at
which a quorum is present or represented, provided notice of the proposed
alteration or repeal be contained in the notice of such special meeting, by
affirmative vote of a majority of the stock entitled to vote at such meeting,
and present or represented thereat, or by the affirmative note of a majority of
the whole Board of Directors at any regular meeting of the Board or at any
special meeting of the Board if notice of the proposed alteration or repeal be
contained in the notice of such special meeting; provided, however, that no
change of the time or place of the meeting for election of directors shall be
made within sixty (60) days next before the day on which such meeting is to be
held, and that in case of any change of such time or place, notice thereof shall
be given to each stockholder in person or by letter mailed to his last known
post office address at least twenty (20) days before the meeting is held.




                                      -16-