<PAGE>   1
                                                                     EXHIBIT 3.2

                              AMENDED AND RESTATED
                                     BY-LAWS
                                       OF
                               TENDER LOVING CARE
                           HEALTH CARE SERVICES, INC.
                            (A DELAWARE CORPORATION)

                                   ARTICLE I
                                     OFFICE


         Section 1.1. Registered Office. The registered office of TENDER LOVING
CARE HEALTH CARE SERVICES, INC. ("Corporation") in the State of Delaware shall
be located at 1013 Centre Road, City of Wilmington, County of New Castle, State
of Delaware, 19805-1297, or at such other place as the Board of Directors may at
any time or from time to time designate.

         Section 1.2. Registered Agent. The registered agent of the Corporation
in the State of Delaware at its registered office is The Prentice-Hall
Corporation System, Inc., or such other person, firm or corporation as the Board
of Directors may at any time or from time to time designate.

         Section 1.3. Principal Office. The principal place of business of the
Corporation shall be at 1983 Marcus Avenue, in the Town of Lake Success in the
State of New York, or at such other place as the Board of Directors may at any
time or from time to time designate.

         Section 1.4. Other Offices. The Corporation may establish or
discontinue, from time to time, such other offices and places of business within
or without the State of Delaware as may be deemed proper for the conduct of the
business of the Corporation.


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                                   ARTICLE II
                             MEETING OF STOCKHOLDERS

         Section 2.1. Annual Meeting. The annual meeting of holders of capital
stock of the Corporation ("Stock") as are entitled to vote thereat ("Annual
Meeting of Stockholders") shall be held for the election of directors and
transaction of such other business as properly may come before it no more than
180 days after the close of the fiscal year of the Corporation.

         Section 2.2. Special Meetings. In addition to such special meetings as
are provided for by law or by the Certificate of Incorporation, special meetings
of the stockholders of the Corporation may be called at any time only by the
Board of Directors. Special meetings shall be called by means of a notice as
provided in Section 2.4 hereof.

         Section 2.3. Place of Meetings. All meetings of the stockholders shall
be held at such place within or without the State of Delaware as shall be
designated by the Board of Directors.

         Section 2.4. Notice of Meetings. Whenever stockholders are required or
permitted to take any action at a meeting, a written notice of the meeting shall
be given which shall state the place, date and hour of the meeting and in case
of a special meeting, the purpose or purposes for which the meeting is called.
The notice of each annual Meeting of Stockholders shall identify each matter
intended to be acted upon at such meeting. If mailed, the notice shall be
addressed to each stockholder in a postage prepaid envelope at his address as it
appears on the records of the Corporation unless prior to the time of mailing
the Secretary shall have received from any such stockholder a written request
that notices intended for him be mailed to some other address. In such case the
notice intended for such stockholder shall be mailed to the address designated
in such request. Notice of each meeting of stockholders shall be delivered





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personally or mailed not less than ten (10) nor more than sixty (60) days before
the date fixed for the meeting to each stockholder entitled to vote at such
meeting.

         Section 2.5. Waiver of Notice. Whenever notice is required to be given,
a written waiver thereof signed by the person entitled to notice or by his proxy
or attorney duly authorized, whether before or after the time stated therein for
such meeting, shall be deemed equivalent to notice. Attendance of a person at a
meeting of stockholders shall constitute a waiver of notice of such meeting,
except as otherwise provided by law. Neither the business to be transacted at
nor the purpose of any regular or special meeting of the stockholders need be
specified in any written waiver of notice.

         Section 2.6. Organization of Meetings. The Chairman of the Board, if
any, shall act as chairman at all meetings of stockholders at which he is
present and, as such chairman, shall call such meetings of stockholders to order
and shall preside thereat. If the Chairman of the Board shall be absent from any
meeting of stockholders, the duties otherwise provided in this Section to be
performed by him at such meeting shall be performed at such meeting by the
President. If both the Chairman of the Board and the President shall be absent,
such duties shall be performed by a Vice President designated by the President
to preside at such meeting. If no such officer is present at such meeting, any
stockholder or the proxy of any stockholder entitled to vote at the meeting may
call the meeting to order and a chairman to preside thereat shall be elected by
a majority of those present and entitled to vote. The Secretary of the
Corporation shall act as secretary at all meetings of the stockholders but, in
his absence, the chairman of the meeting may appoint any person present to act
as secretary of the meeting.

         Section 2.7. Stockholders Entitled to Vote. The Board of Directors may
fix a date not less than ten (10) no more than sixty (60) days preceding the
date of any meeting of





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stockholders, or preceding the last day on which the consent of stockholders may
be effectively expressed for any purpose without a meeting, as a record date for
the determination of the stockholders entitled: (a) To notice of, and to vote
at, such meeting and any adjournment thereof; or (b) to express such consent. In
such case such stockholders of record on the date so fixed shall be entitled to
notice of, and to vote at, such meeting and any adjournment thereof or to
express such consent, as the case may be, notwithstanding any transfer of any
stock on the books of the Corporation after any such record date is so fixed.

         Section 2.8. List of Stockholders Entitled to Vote. The Secretary shall
prepare and make or cause to be prepared and made, at least ten (10) days before
every meeting of stockholders, a complete list of the stockholders entitled to
vote at such meeting, arranged in alphabetical order and showing the address of
each such stockholder as it appears on the records of the Corporation and the
number of shares registered in the name of each such stockholder. Such list
shall be open to the examination of any stockholder, for any purpose germane to
the meeting, during ordinary business hours, for a period of at least ten (10)
days prior to the meeting, either at a place specified in the notice of meeting
within the city where the meeting is to be held or, if not so specified, at the
place where the meeting is to be held, and a duplicate list shall be similarly
open to examination of the principal place of business of the Corporation. Such
list shall be produced and kept at the time and place of the meeting during the
whole time thereof and may be inspected by any stockholder who is present.

         Section 2.9. Quorum and Adjournment. Except as otherwise provided by
law and in the Certificate of Incorporation, the holders of 33 1/3% of the
shares of Stock entitled to vote at the meeting, shall constitute a quorum at
each meeting of the stockholders. Where a separate vote by class is required, 33
1/3% of the shares of each such class or series of Stock




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entitled to vote at such meeting shall constitute a quorum at such meeting. In
the absence of a quorum, the holders of a majority of the shares of Stock
present in person or by proxy may adjourn any meeting from time to time until a
quorum shall attend. At any such adjourned meeting at which a quorum may he
present, any business may be transacted which might have been transacted at the
meeting as originally called. Notice of an adjourned meeting shall be given to
each stockholder of record entitled to vote at the meeting.

         Section 2.10. Order of Business. The order of business at all meetings
of stockholders shall be as determined by the chairman of the meeting.

         Section 2.11. Vote of Stockholders. Except as otherwise permitted by
law or by the Certificate of Incorporation, all action by stockholders shall be
taken at a meeting of the stockholders. Except as otherwise provided in the
Certificate of Incorporation, every stockholder of record, as determined
pursuant to Section 2.7 hereof, who is entitled to vote shall at every meeting
of the stockholders be entitled to one vote for each share of Stock entitled to
participate in such vote held by such stockholder on the record date. Each
Stockholder entitled to vote shall have the right to vote in person or by proxy.
Except as otherwise provided by law, no vote on any question upon which a vote
of the stockholders may be taken need be by ballot unless the chairman of the
meeting shall determine that it shall be by ballot or the holders of a majority
of the shares of Stock present in person or by proxy and entitled to participate
in such vote shall so demand. In a vote by ballot each ballot shall state the
number of shares voted and the name of the stockholder or proxy voting. Unless
otherwise provided by law or by the Certificate of Incorporation, each director
shall be elected and all other questions shall be decided by the vote of the
holders of a majority of all shares of Stock present in person or by proxy at
the meeting and entitled to vote on the question; provided, however, that the
Board of Directors may require



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on any question a vote of the holders of a majority of the shares of Stock
outstanding and entitled to vote thereon. Notwithstanding anything contained in
these By-Laws to the contrary, the affirmative vote of at least 80% of the
shares of the Corporation entitled to vote for the election of directors shall
be required to amend or repeal, or to adopt any provision inconsistent with this
Section.

         Section 2.12. Proxies. Each stockholder entitled to vote at a meeting
of stockholders or to express consent to corporate action in writing without a
meeting may authorize another person or persons to act for him by proxy. A proxy
acting for any stockholder shall be duly appointed by an instrument in writing
subscribed by such stockholder.

         Section 2.13. Attendance at Meetings of Stockholders. Any stockholder
of the Corporation not entitled to notice of the meeting or to vote at such
meeting shall nevertheless be entitled to attend any meeting of stockholders of
the Corporation.

         Section 2.14. Nominations of Directors. Nominations for the election of
a Director made by a stockholder must be submitted in writing to the Secretary
of the Corporation not less than 30 nor more than 60 days prior to any
stockholders meeting called for the election of Directors. Such notice shall set
forth the following information with respect to each nominee and each
stockholder making a nomination: (1) name, age and business address; (2)
business experience during the last five years and other directorships presently
held; and (3) number of shares and percentage of the Corporation's capital stock
beneficially owned (or securities convertible into or exchangeable for capital
stock). Within such time period, the Secretary of the Corporation must also
receive from each nominee a written consent to being a nominee and a statement
of intention to serve as a Director, if elected.



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                                  ARTICLE III
                               BOARD OF DIRECTORS

         Section 3.1. Number, Qualifications, Election and Term of Office. The
number of directors of the Corporation shall be fixed from time to time by the
vote of a majority of the entire Board then in office and the number thereof may
thereafter by like vote be increased or decreased to such greater or lesser
number (not less than three) as may be so provided, subject to the provisions of
3.12. All of the directors shall be of full age and need not be shareholders.
The directors shall be divided into three classes, each class to contain as near
as possible to one-third (1/3) of the whole number of directors of the Board of
Directors so fixed in the By-Laws, and, except as otherwise provided by statute,
in the case of any increase in the number of directors fixed in the By-Laws,
such increase shall be appointed among the classes of directors so as to
maintain each class as near as possible to one-third of the whole number of
directors as so increased. The initial term of office for members of the first
class shall expire at the annual meeting of stockholders next following; the
initial term for members of the second class shall expire at the annual meeting
of stockholders one year thereafter; and the initial term for members of the
third class shall expire at the annual meeting of stockholders two years
thereafter. At the expiration of the initial term, and of each succeeding term
of each class, the directors of each class shall be elected to serve for a term
of three years.

         Section 3.2. General Powers. The business, properties and affairs of
the Corporation shall be managed by or under the direction of the Board of
Directors which, without limiting the generality of the foregoing, shall have
the power to appoint the officers and agents of the Corporation, to fix and
alter the salaries of officers, employees and agents of the Corporation, to
grant general or limited authority (including authority to delegate and
sub-delegate) to




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officers, employees and agents of the Corporation to make, execute, affix the
corporate seal to and deliver contracts and other instruments and documents
including bills, notes, checks or other instruments for the payment of money, in
the name and on behalf of the Corporation without specific authority in each
case and to appoint committees in addition to those provided for in Articles IV
and V hereof with such powers and duties as the Board of Directors may
determine. The membership of such committees shall consist of such persons as
are designated by the Board of Directors whether or not any such person is then
a director of the Corporation, provided that each such committee shall consist
of at least one (1) director of the Corporation. In addition, the Board of
Directors may exercise all the powers of the Corporation and do all lawful acts
and things which are not reserved to the stockholders by laws by the Certificate
of Incorporation or by the By-Laws.

         Section 3.3. Place of Meetings. Meetings of the Board of Directors may
be held at the principal place of business of the Corporation in the Town of
Lake Success, County of Nassau, State of New York or at any other place, within
or without the State of Delaware, from time to time as designated by the Board
of Directors.

         Section 3.4. Organization Meeting. A newly elected Board of Directors
shall meet and organize without notice as soon an practicable after each Annual
Meeting of Stockholders at the place at which such meeting of stockholders took
place. If a quorum is not present, such organization meeting may be held at any
other time or place which may be specified for special meetings of the Board of
Directors in a notice given in the manner provided in Section 3.6 hereof or in a
waiver of notice thereof.

         Section 3.5. Regular Meetings. Regular meetings of the Board of
Directors shall be held at such times as may be determined by resolution of the
Board of Directors. No



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notice shall be required for any regular meeting. Except as otherwise provided
by law, any business may be transacted at any regular meeting of the Board of
Directors.

         Section 3.6. Special Meetings; Notice; and Waiver of Notice. Special
meetings of the Board of Directors shall be called by the Secretary or an
Assistant Secretary at the request of the Chairman of the Board, if any, the
President, a Vice President or at the request in writing of one or more of the
whole Board of Directors stating the purpose or purposes of such meeting.
Notices of special meetings shall be mailed to each director addressed to him at
his residence or usual place of business not later than three (3) days before
the day on which the meeting is to be held or shall be sent to him at either of
such places by facsimile or shall be communicated to him personally or by
telephone, not later than the day before the date fixed for the meeting. Notice
of any meeting of the Board of Directors shall not be required to be given to
any director if he shall sign a written waiver thereof either before or after
the time stated therein for such meeting or if he shall be present at the
meeting and participate in the business transacted thereat. Any and all business
transacted at any meeting of the Board of Directors shall be fully effective
without any notice thereof having been given if all the members shall be present
thereat. Unless limited by law, the Certificate of Incorporation, the By-Laws or
by the terms of the notice thereof, any and all business may be transacted at
any special meeting without the notice thereof having so specifically enumerated
the matters to be acted upon.

         Section 3.7. Organization. The Chairman of the Board, if any, shall
preside at all meetings of the Board of Directors at which he in present. If the
Chairman of the Board shall be absent from any meeting of the Board of
Directors, the duties otherwise provided in this Section 3.7 to be performed by
him at such meeting shall be performed by the President. If both the Chairman of
the Board and the President shall be absent, such duties shall be performed by a




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director designated by the President to preside at such meeting. If no such
officer or director is present at such meeting, one of the directors present
shall be chosen to preside by the members of the Board of Directors present at
such meeting. The Secretary of the Corporation shall act as the secretary at all
meetings of the Board of Directors and, in his absence, a temporary secretary
shall be appointed by the chairman of the meeting.

         Section 3.8. Quorum and Adjournment. Except as otherwise provided by
Section 3.13 hereof and in the Certificate of Incorporation, at every meeting of
the Board of Directors a majority of the total number of directors shall
constitute a quorum. In no event shall a quorum consist of less than two
directors. Except as otherwise provided by law, by the Certificate of
Incorporation, by Sections 3.13, 4.1, 4.8, 5.1 and 6.3 hereof, the vote of a
majority of the directors present at any meeting at which a quorum is present
shall be the act of the Board of Directors. In the absence of a quorum, any
meeting may be adjourned from time to time until a quorum is present. Notice of
an adjourned meeting shall be required to be given if notice was required to be
given of the meeting as originally called.

         Section 3.9. Voting. On any question on which the Board of Directors
shall vote, the names of those voting and their votes shall be entered in the
minutes of the meeting when any member of the Board of Directors present at the
meeting so requests.

         Section 3.10. Acting Without a Meeting. Any action required or
permitted to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting if all members of the Board of
Directors or of such committee, as the case may be, consent thereto in writing
and such written consents are filed with the minutes of such proceeding.



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         Section 3.11. Resignations. Any director may resign at any time by
written notice thereof to the Corporation. Any resignation shall be effective
immediately unless some other time is specified for it to take effect.
Acceptance of any resignation shall not be necessary to make it effective unless
such resignation is tendered subject to such acceptance.

         Section 3.12. Removal of Directors. Subject to the rights of the
holders of any series of Preferred Stock then outstanding, any director, or the
entire Board of Directors, may be removed at any time, but only for cause and
only by the affirmative vote of the holders of at least 80% of the shares of the
Corporation entitled to vote for the election of directors.

         Section 3.13. Filling of Vacancies. Subject to the rights of the
holders of any series of Preferred Stock then outstanding, newly created
directorships resulting from any increase in the authorized number of directors
or any vacancy created by death, resignation, retirement, disqualification,
removal from office or other cause shall be filled by the affirmative vote of a
majority of the remaining directors or by a sole remaining director though the
remaining director or directors be less than the quorum provided for in Section
3.8 hereof. Each director so chosen shall hold office for a term expiring at the
next annual meeting of stockholders at which the term of the class which he has
been elected expires. No decrease in the number of directors constituting the
Board of Directors shall shorten the term of any incumbent director.

         Section 3.14. Amendment and Repeal. Notwithstanding anything contained
in these By-Laws to the contrary, the affirmative vote of the holders of at
least 80% of the shares of the Corporation entitled to vote for the election of
directors shall be required to amend or repeal, or to adopt any provision
inconsistent with this Article.





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                                   ARTICLE IV
                               EXECUTIVE COMMITTEE

         Section 4.1. Appointment and Powers. The Board of Directors may, by
resolution adopted by affirmative vote of a majority of the whole Board of
Directors, appoint an Executive Committee and the members thereof consisting of
one or more members which shall have and may exercise, during the intervals
between the meetings of the Board of Directors, all of the powers of the Board
of Directors in the management of the business, properties and affairs of the
Corporation; provided, however, that the foregoing is subject to the applicable
provisions of law and the Certificate of Incorporation and shall not be
construed as authorizing action by the Executive Committee with respect to any
action which is required to be taken by vote of a specified proportion of the
whole Board of Directors. The Executive Committee shall consist of the President
and such directors as may from time to time be designated by the Board of
Directors. So far an practicable, the members of the Executive Committee shall
be appointed at the organization meeting of the Board of Directors in each year
and, unless sooner discharged by affirmative vote of a majority of the whole
Board of Directors, shall hold office until the next annual organization meeting
of the Board of Directors and until their respective successors are appointed or
until they sooner die, resign or are removed. All acts done and powers conferred
by the Executive Committee shall be deemed to be, and may be certified as being,
done or conferred under authority of the Board of Directors.

         Section 4.2. Place of Meetings. Meetings of the Executive Committee may
be held at the principal place of business of the Corporation in the Town of
Lake Success, County of Nassau or at any other place within or without the State
of Delaware from time to time designated by the Board of Directors or the
Executive Committee.



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         Section 4.3. Meetings; Notice; and Waiver of Notice. Regular meetings
of the Executive Committee shall be held at such times as may be determined by
resolution either of the Board of Directors or the Executive Committee and no
notice shall be required for any regular meeting. Special meetings of the
Executive Committee shall be called by the Secretary or an Assistant Secretary
upon the request of any member thereof. Notices of special meetings shall be
mailed to each member, addressed to him at his residence or usual place of
business not later than three days before the day on which the meeting is to be
held or shall be sent to him at either of such places by facsimile, or shall be
delivered to him personally or by telephone, not later than the day before the
date fixed for the meeting. Notice of any such meeting shall not be required to
be given to any member of the Executive Committee if he shall sign a written
waiver thereof either before or after the time stated therein for such meeting
or if he shall be present at the meeting and participate in the business
transacted thereat, and all business transacted at any meeting of the Executive
Committee shall be fully effective without any notice thereof having been given
if all the members shall be present thereat. Unless limited by law, the
Certificate of Incorporation, the By-Laws or the terms of the notice thereof,
any and all business may be transacted at any special meeting without the notice
thereof having specifically enumerated the matters to be acted upon.

         Section 4.4. Organization. The Chairman of the Executive Committee
shall preside at all meetings of the Executive Committee at which he is present.
In the absence of the Chairman of the Executive Committee, the Chairman of the
Board shall preside at meetings of the Executive Committee at which he is
present. In the absence of the Chairman of the



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Executive Committee and the Chairman of the Board, the President shall preside
at meetings of the Executive Committee at which he is present. In the absence of
the Chairman of the Executive Committee, the Chairman of the Board, and the
President, one of the members present shall be chosen by the members of the
Executive Committee present to preside at such meeting. The Secretary of the
Corporation shall act as secretary at all meetings of the Executive Committee
and, in his absence, a temporary secretary shall be appointed by the chairman of
the meeting.

         Section 4.5. Quorum and Adjournment. A majority of the members of the
Executive Committee shall constitute a quorum for the transaction of business.
The act of a majority of those present at any meeting at which a quorum is
present shall be the act of the Executive Committee. In the absence of a quorum,
any meeting may be adjourned from time to time until a quorum is present. No
notice of any adjourned meeting shall be required to be given other than by
announcement at the meeting that is being adjourned.

         Section 4.6. Voting. On any question on which the Executive Committee
shall vote, the names of those voting and their votes shall be entered in the
minutes of the meeting when any member of the Executive Committee present at the
meeting so requests.

         Section 4.7. Records. The Executive Committee shall keep minutes of its
acts and proceedings which shall be submitted at the next regular meeting of the
Board of Directors. Any action taken by the Board of Directors with respect
thereto shall be entered in the minutes of the Board of Directors.

         Section 4.8. Vacancies; Alternate Members; and Absences. Any vacancy
among the appointed members of the Executive Committee may be filled by
affirmative vote of a majority of the whole Board of Directors. By similar vote,
the Board of Directors may designate one or more directors as alternate members
of the Executive Committee who may replace any absent or disqualified member at
any meeting of the Executive Committee.



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         Section 4.9. Compensation. No compensation shall be paid to directors,
as such, for their services, but by resolution of the Board a fixed sum and
expenses for actual attendance, at each regular or special meeting of the Board
may be authorized. Nothing herein shall be construed to preclude any director
from serving the Corporation in any other capacity and receiving compensation
therefor.

                                   ARTICLE V
                          OTHER COMMITTEES OF THE BOARD

         Section 5.1. Appointing Other Committees of the Board. The Board of
Directors may from time to time by resolution adopted by affirmative vote of a
majority of the whole Board of Directors appoint other committees of the Board
of Directors and the members thereof which shall have such powers of the Board
of Directors and such duties as the Board of Directors may properly determine.
Such other committee of the Board of Directors shall consist of one or more
directors. By similar vote, the Board of Directors may designate one or more
directors as alternate members of any such committee who may replace any absent
or disqualified member at any meeting of any such committee. In the absence or
disqualification of any member of any such committee, the member or members
thereof present at any meeting and not disqualified from voting, whether or not
he or they constitute a quorum, may unanimously appoint another member of the
Board of Directors to act at the meeting in the place of any such absent or
disqualified member.

         Section 5.2. Place and Time of Meetings; Notice; Waiver of Notice; and
Records. Meetings of such committees of the Board of Directors may be held at
any place, within or without the State of Delaware, from time to time designated
by the Board of Directors or the committee. Regular meetings of any such
committee shall be held at such times as may be




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<PAGE>   16

determined by resolution of the Board of Directors or the committee and no
notice shall be required for any regular meeting. A special meeting of any such
committee shall be called by resolution of the Board of Directors or by the
Secretary or an Assistant Secretary upon the request of any member of the
committee. The provisions of Section 4.3 hereof with respect to notice and
waiver of notice of special meetings of the Executive Committee shall also apply
to all special meetings of other committees of the Board of Directors. Any such
committee may make rules for holding and conducting its meetings and shall keep
minutes of all meetings.

                                   ARTICLE VI
                                  THE OFFICERS

         Section 6.1. Officers. The officers of the Corporation shall be a Chief
Executive Officer, President, one or more Vice Presidents, a Secretary and a
Treasurer. The officers shall be elected by the Board of Directors. The Board of
Directors may also elect a Chairman of the Board, a Vice Chairman of the Board,
an Executive Vice President, one or more Senior Vice Presidents, a Chairman of
the Executive Committee, a Controller, one or more Second Vice Presidents,
Assistant Secretaries, Assistant Treasurers, Assistants Controllers and such
other officers and agents as in their judgment may be necessary or desirable.
The Chairman of the Board, the Vice Chairman of the Board, and the Chairman of
the Executive Committee shall be selected from the directors.

         Section 6.2. Terms of Office and Vacancies. So far as is practicable,
all officers shall be appointed at the organizational meeting of the Board of
Directors in each year and, except as otherwise provided in Sections 6.1, 6.3
and 6.4 hereof, shall hold office until the organization meeting of the Board of
Directors in the next subsequent year and until their respective successors are
elected and qualify or until they sooner die, retire, resign or are




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removed. If any vacancy shall occur in any office, the Board of Directors may
elect a successor to fill such vacancy for the remainder of the term.

         Section 6.3. Removal of Officers. Any officer may be removed at any
time, either with or without cause, by affirmative vote of a majority of the
whole Board of Directors at any regular meeting or at any special meeting called
for that purpose.

         Section 6.4. Resignations. Any officer may resign at any time by giving
written notice thereof to the Corporation. Any resignation shall be effective
immediately unless some other date is specified for it to take effect.
Acceptance of any resignation shall not be necessary to make it effective unless
such resignation is tendered subject to such acceptance.

         Section 6.5. Officers Holding More Than One Office. Any officer may
hold two or more offices so long as the duties of such offices can be
consistently performed by the same person.

         Section 6.6. The Chairman of the Board. The Chairman of the Board shall
be a member of the Board of Directors and the Executive Committee, and he shall
be the Chief Executive Officer of the Corporation. As provided in Section 2.6
hereof, he shall act as chairman at all meetings of the stockholders at which he
is present; as provided in Section 3.7 hereof, he shall preside at all meetings
of the Board of Directors at which he is present; and as provided in Section 4.4
hereof, in the absence of the Chairman of the Executive Committee, he shall
preside at all meetings of the Executive Committee at which he is present. He
shall manage the business, property and affairs of the Corporation and shall see
that all of the orders and resolutions of the Board of Directors are carried
out. He shall also perform such other duties and shall have such other powers as
may form time to time be assigned to him by the Board of Directors. In the
absence or disability of the President, the duties of the President shall be




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performed and his powers may be exercised by the Chairman of the Board. In the
absence or disability of the Chairman of the Board and the President, the powers
of the Chairman of the Board may be exercised by such member of the Board of
Directors as may be designated by the Chairman of the Board and, failing such
designation or in the absence of the person so designated, by such member of the
Board of Directors as may be designated by the President.

         Section 6.7. The President. The President shall be a member of the
Board of Directors and a member of the Executive Committee. He shall be subject
to the control of the Board of Directors and shall formulate recommendations to
the Board of Directors for its action and decision. As provided in Section 4.4
hereof, in the absence of the Chairman of the Executive Committee and the
Chairman of the Board, he shall preside at all meetings of the Executive
Committee at which he is present. In the absence or disability of the Chairman
of the Board, the duties of the Chairman of the Board, including those duties
set forth in Sections 2.6, 3.7 and 4.4 hereof, shall be performed and his powers
may be exercised by the President. If neither the President nor the Chairman of
the Board is available, the duties of the President shall be performed and his
powers may be exercised by such member of the Board of Directors as may be
designated by the President and, failing such designation or in the absence of
the person so designated, by such member of the Board of Directors as may be
designated by the Chairman of the Board.

         Section 6.8. The Vice Chairman of the Board. The Vice Chairman of the
Board shall perform such duties and have such powers as may from time to time be
assigned to him by the Board of Directors, the Chairman of the Board or the
President.

         Section 6.9. The Vice President. The Vice Presidents, including the
Executive Vice President and any Senior Vice Presidents, shall perform such
duties and have such powers



                                      -18-
<PAGE>   19

as may from time to time be assigned to them by the Board of Directors, the
Chairman of the Board or the President.

         Section 6.10. The Secretary. The Secretary shall attend to the giving
of notice of each meeting of stockholders, the Board of Directors and committees
thereof and, as provided in Sections 2.6, 3.7 and 4.4 hereof, shall act as
secretary at each meeting of stockholders, directors and the Executive
Committee. He shall keep minutes of all proceedings at such meetings as well as
of all proceedings at all meetings of such other committees of the Board of
Directors as any such committee shall direct him to so keep. The Secretary shall
have charge of the corporate seal and he or any officer of the Corporation shall
have authority to attest to any and all instruments or writings to which the
same may be affixed. He shall keep and account for all books, documents, papers
and records of the Corporation except those for which some other officer or
agent is properly accountable. He shall generally perform all the duties usually
appertaining to the office of secretary of a corporation. In the absence of the
Secretary, such person as shall be designated by the chairman of any meeting
shall perform his duties.

         Section 6.11. The Treasurer. The Treasurer shall have the care and
custody of all the funds of the Corporation and shall deposit such funds in such
banks or other depositories as the Board of Directors or any officer or officers
thereunto duly authorized by the Board of Directors shall from time to time
direct or approve. In the absence of a Controller, he shall perform all duties
appertaining to the office of Controller of the Corporation. He shall generally
perform all the duties usually appertaining to the office of treasurer of a
corporation. When required by the Board of Directors, he shall give bonds for
the faithful discharge of his duties in such sums and with such sureties as the
Board of Directors shall approve. In the absence of the



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<PAGE>   20

Treasurer, such person as shall be designated by the Chairman of the Board or
President shall perform his duties.

         Section 6.12. The Controller. The Controller shall prepare and have the
care and custody of the books of account of the Corporation. He shall keep a
full and accurate account of all moneys received and paid on account of the
Corporation. He shall render a statement of his accounts whenever the Board of
Directors shall require. He shall generally perform all the duties usually
pertaining to the office of controller of a corporation. When required by the
Board of Directors, he shall give bonds for the faithful discharge of his duties
in such sums and with such sureties as the Board of Directors shall approve.

         Section 6.13. Additional Powers and Duties. In addition to the
foregoing specifically enumerated duties and powers, the several officers of the
Corporation shall perform such other duties and exercise such further powers as
the Board of Directors may from time to time determine or as may be assigned to
them by any superior officer.

                                  ARTICLE VII
                          STOCK AND TRANSFERS OF STOCK

         Section 7.1. Stock Certificates. The Stock of the Corporation shall be
represented by certificates signed by two officers of the Corporation, one the
Chairman of the Board, the President or a Vice President and the other the
Secretary or an Assistant Secretary. Such certificates shall be sealed with the
seal of the Corporation. Such seal may be a facsimile, engraved or printed. In
case any officer who has signed any such certificate shall have ceased to be
such officer before such certificate is issued, it may nevertheless be issued by
the Corporation with the same effect an if he were such officer at the date of
issue Certificates representing the Stock of the Corporation shall be in such
form as shall be approved by the Board of Directors.



                                      -20-
<PAGE>   21

         Section 7.2. Registration of Transfers of Stock. Registration of a
transfer of Stock shall be made on the books of the Corporation only upon
presentation by the person named in the certificate evidencing such stock, or by
an attorney lawfully authorized in writing, upon surrender and cancellation of
such certificate, with duly executed assignment and power of transfer endorsed
thereon or attached thereto, and with such proof of the authenticity of the
signature thereon as the Corporation or its agents may reasonably require.

         Section 7.3. Lost Certificates. In case any certificate representing
Stock shall be lost, stolen or destroyed, the Board of Directors in its
discretion or any officer or officers thereunto duly authorized by the Board of
Directors may authorize the issuance of a substitute certificate in the place of
the certificate so lost, stolen or destroyed; provided, however, in each such
case the Corporation may require the owner of the lost, stolen or destroyed
certificate or his legal representative to give the Corporation evidence which
the Corporation determines in its discretion satisfactory of the loss, theft or
destruction of such certificate and of the ownership thereof and may also
require a bond sufficient to indemnify it against any claim that may be made
against it on account of the alleged loss, theft or destruction of any such
certificate or the issuance of such new certificate.

         Section 7.4. Determination of Stockholders of Record for Certain
Purposes. In order that the Corporation may determine the stockholders entitled
to receive payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect of any change, conversion
or exchange of stock or for the purpose of any other lawful action the Board of
Directors may fix in advance a record date which shall not be more than sixty
(60) days prior to any such action.



                                      -21-
<PAGE>   22

                                  ARTICLE VIII
                                  MISCELLANEOUS

         Section 8.1. Seal. The seal of the Corporation shall have inscribed
thereon the name of the Corporation, the year of its organization and the state
of its incorporation.

         Section 8.2. Fiscal Year. The fiscal year of the Corporation shall be
determined by the Board of Directors.

         Section 8.3. Signatures on Negotiable Instruments. All bills, notes,
checks or other instruments for the payment of money shall be signed or
countersigned by such officers or agents of Corporation and in such manner as
from time to time may be prescribed by resolution (whether general or special)
of the Board of Directors or as may be prescribed by any officer or officers or
any officer and agent jointly thereunto duly authorized by the Board of
Directors.

         Section 8.4. Indemnification. The terms and conditions upon which the
Corporation is required or permitted to grant indemnification to individuals
connected with the Corporation and its business are set forth in the Certificate
of Incorporation of the Corporation.

         Section 8.5. Books of the Corporation. Except as otherwise provided by
law, the books of the Corporation shall be kept at the principal place of
business of the Corporation and at such other locations an the Board of
Directors may from time to time determine.

         Section 8.6. References to Gender. Whenever in the By-laws reference is
made to the masculine gender, such reference shall where the context so requires
be deemed to include the feminine gender, and the By-laws shall be read
accordingly.

         Section 8.7. References to Article and Section Numbers and to the
By-Laws and the Certificate of Incorporation. Whenever in the By-Laws reference
in made to an Article or Section number, such reference is to the number of an
Article or Section of the By-Laws.




                                      -22-
<PAGE>   23

Whenever in the By-Laws reference is made to the By-Laws, such reference is to
these By-Laws of the Corporation as the same may from time to time be amended.
Whenever reference in made to the Certificate of Incorporation, such reference
is to the Certificate of Incorporation of the Corporation as the same may from
time to time be amended.

                                   ARTICLE IX
                                   AMENDMENTS

         Section 9.1. Shareholders. Except as provided in these By-Laws or in
the Certificate of Incorporation these By-Laws may be amended or repealed, or
new By-Laws may be adopted, at any annual or special meeting of the
shareholders, if holders of shares representing 80% of the shares of the
Corporation entitled to vote in the election of Directors, voting as a single
class, vote in the affirmative; provided, however, that the notice of such
meeting shall have been given as provided in these By-Laws, which notice shall
mention that amendment or repeal of these By-Laws, or the adoption of new
By-Laws, is one of the purposes of such meeting.

         Section 9.2. Board of Directors. Except as provided in the Certificate
of Incorporation or these By-Laws, these By-Laws may also be amended or repealed
or new By-Laws may be adopted by the Board at any meeting thereof; provided,
however that notice of such meeting shall have been given as provided in these
By-Laws, which notice shall mention that amendment or repeal of the By-Laws, or
the adoption of new By-Laws, is one of the purposes of such meetings. By-Laws
adopted by the Board may be amended or repealed by the shareholders as provided
in Section 1 of this Article IX.



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