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                                                                     EXHIBIT 3.2

                                                 AS AMENDED THROUGH MAY 20, 1998

                          MIDWEST BANC HOLDINGS, INC.

                                RESTATED BY-LAWS

                                   ARTICLE I

                          OFFICES AND REGISTERED AGENT

     Section 1.1  Registered Office and Agent.  Midwest Banc Holdings, Inc.
(the "Corporation") shall have and continuously maintain a registered office in
the City of Wilmington, County of New Castle, State of Delaware, and a
registered agent having a business office identical with such registered
office.

     Section 1.2  Corporation's Principal Office in Illinois.  The Corporation's
principal office in Illinois is located at Midwest Centre, 501 West North
Avenue, Melrose Park, IL 60160.

     Section 1.3  Other Offices.  The Corporation may also have such other
office or offices both in and outside of Delaware as the Board of Directors may
determine or as the business of the Corporation may require.

                                   ARTICLE II

                                  STOCKHOLDERS

     Section 2.1  Annual Meeting.  An annual meeting of the stockholders shall
be held on the first Wednesday in May of each year, at the hour of 2:00 p.m.,
or in the event the annual meeting is not so held on such date or at such time,
then on the day and at the time designated by the Board of Directors and stated
in the notice of the meeting, for the purpose of electing directors and for the
transaction of such other business as may come before the meeting.  If the day
fixed for the annual meeting shall be a legal holiday, such meeting shall be
held on the next 




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succeeding business day.  If the directors shall not be elected at the annual
meeting, or at any adjournment thereof, the Board of Directors shall cause the
election to be held as soon thereafter as may be convenient.

     Section 2.2  Special Meetings.  Special meetings of the stockholders may
be called at any time by the Chairman or the President, and shall be called by
the President or Secretary at the request, in writing, of a majority of the
Board of Directors.  Such request shall state the purpose or purposes of the
proposed meeting.

     Section 2.3  Place of Meetings.  Meetings of stockholders, whether annual
or special, shall be held at such time and place as may be determined by the
Board of Directors and designated in the notice or waiver of notice of such
meeting; provided, that a waiver of notice signed by all stockholders may
designate any time or any place as the time and place for the holding of such
meeting.  If no designation is made, the place of meeting shall be the
principal office of the Corporation in Illinois.

     Section 2.4  Notice of Meetings.  Written or printed notice stating 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, shall be delivered not
less than ten nor more than sixty days before the date of the meeting, or in
the case of a merger or consolidation, share exchange, dissolution or sale,
lease or exchange of all or substantially all of the assets of the Corporation,
other than in the usual and regular course of business, at least twenty days
before the date of the meeting, either personally or by mail, by or at the
direction of the Chairman, the President, the Secretary or the persons calling
the meeting, to each stockholder of record entitled to vote at such meeting.
If mailed, such notice shall be deemed to be delivered when deposited in the
United States mail, 



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with postage thereon prepaid, addressed to the stockholder at his address as it
appears on the records of the Corporation.

     Section 2.5  Fixing of Record Date or Otherwise Determining Stockholders.
For the purpose of determining stockholders entitled to notice of or to vote
at any meeting of stockholders, or stockholders entitled to receive payment of
any dividend, or in order to make a determination of stockholders for any other
proper purpose, the Board of Directors may fix in advance a date as the record
date for any such determination of stockholders, such date in any case to be
not more than sixty days and, for a meeting of stockholders, not less than ten
days, or in the case of a merger, consolidation, share exchange, dissolution or
sale, lease or exchange of all or substantially all of the assets of the
Corporation other than in the usual and regular course of business, not less
than twenty days, immediately preceding such meeting.  If no record date is
fixed for the determination of stockholders entitled to notice of or to vote at
a meeting of stockholders, the record date for determining stockholders
entitled to notice of or to vote at a meeting of stockholders shall be at the
close of business on the day next preceding the date 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.  If no record date is fixed for the
determination of stockholders entitled to receive payment of a dividend, the
date on which the resolution of the Board of Directors declaring such dividend
is adopted shall be the record date for such determination of stockholders.
When a determination of stockholders entitled to vote at any meeting of
stockholders has been made as provided in this Section, such determination
shall apply to any adjournment thereof, provided, however, that the Board of
Directors may fix a new record date for the adjourned meeting.



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     Section 2.6  List of Stockholders Entitled to Vote.  The officer who has
charge of the stock ledger of the Corporation shall prepare and make, at least
ten days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at the meeting, arranged in alphabetical order,
and showing the address of each stockholder and the number of shares registered
in the name of each stockholder.  Such list shall be open to the examination of
any stockholder, for any purpose germane to the meeting, for a period of at
least ten days prior to the meeting, either a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also 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.  The stock ledger shall be the only evidence as to who are the
stockholders entitled to examine the stock ledger, the list of the stockholders,
the corporate books, or to vote at any meeting of the stockholders.

     Section 2.7  Quorum and Manner of Acting.  Unless otherwise provided by the
Certificate of Incorporation or these By-laws, a majority of the outstanding
shares of the Corporation, entitled to vote on a matter, represented in person
or by proxy, shall constitute a quorum for consideration of such matter at any
meeting of stockholders; provided, that if less than a majority of the
outstanding shares entitled to vote on a matter are represented at said meeting,
a majority of the shares so represented may adjourn the meeting from time to
time without further notice other than announcement at the meeting at which the
adjournment is taken of the time and place of the adjourned meeting.  At the
adjourned meeting the Corporation may transact any business which might have
been transacted at the original meeting.  If the



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adjournment is for more than thirty days, or if after the adjournment a new
record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each stockholder of record entitled to vote at the
meeting.  If a quorum is present, the affirmative vote of the majority of the
shares represented at the meeting and entitled to vote shall be the act of the
stockholders, unless the vote of a greater number or voting by classes is
required by the Delaware General Corporation Law, the Certificate of
Incorporation or these By-laws.  Withdrawal of stockholders from any meeting
shall not cause failure of a duly constituted quorum at that meeting.

     Section 2.8  Voting Shares and Proxies.  Each stockholder shall be
entitled to one vote for each share of capital stock held by such stockholder,
except as otherwise provided in the Certificate of Incorporation.  Each
stockholder entitled to vote shall be entitled to vote in person, or may
authorize another person or persons to act for him by proxy executed in writing
by such stockholder or by his duly authorized attorney-in-fact, but no such
proxy shall be voted or acted upon after three years from its date, unless the
proxy provides for a longer period.

     Section 2.9  Inspectors.  At any meeting of stockholders, the chairman of
the meeting may, or upon the request of any stockholder shall, appoint one or
more persons as inspectors for such meeting.  Such inspectors shall ascertain
and report the number of shares represented at the meeting, based upon the list
of stockholders produced at the meeting in accordance with Section 2.6 hereof
and upon their determination of the validity and effect of proxies, and they
shall count all votes, report the results and do such other acts as are proper
to conduct the election and voting with impartiality and fairness to all the
stockholders.  Each such report shall be in writing and signed by at least a
majority of the inspectors, the report of a majority being 



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the report of the inspectors, and such reports shall be prima facie evidence of
the number of shares represented at the meeting and the result of a vote of the
stockholders.

     Section 2.10  Voting of Shares by Certain Holders.  Shares of its own
stock belonging to the Corporation, unless held by it in a fiduciary capacity,
shall not be counted in determining the total number of outstanding shares at
any given time.  Shares standing in the name of another corporation, domestic
or foreign, may be voted by such officer, agent or proxy as the by-laws of such
corporation may prescribe, or, in the absence of such provision, as the board
of directors of such corporation may determine.  Persons holding stock in a
fiduciary capacity shall be entitled to vote the shares so held.  Persons whose
stock is pledged shall be entitled to vote, unless in the transfer by the
pledgor on the books of the Corporation he expressly empowered the pledgee to
vote thereon, in which case only the pledgee, or his proxy, may represent such
stock and vote thereon.

     Section 2.11  Action by Stockholders.  Any action required to be taken or
which may be taken at a meeting of stockholders must be effected at a duly
called annual or special meeting of the stockholders of the Corporation, and
the power of stockholders to consent in writing, without a meeting, to the
taking of any action is specifically denied.

     Section 2.12  Notice of Stockholder Business.  At an annual meeting of the
stockholders, only such business shall be conducted as shall have been properly
brought before the meeting.  To be properly brought before the annual meeting
of stockholders, business must be (a) specified in the notice of meeting (or
any supplement thereto) given by or at the direction of the Board, (b)
otherwise properly brought before the meeting by or at the direction of the
Board, or (c) otherwise properly brought before the meeting by a stockholder.
For business to be properly 




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brought before an annual meeting of the stockholders, the stockholder must have
the legal right and authority to make the proposal for consideration at the
meeting and the stockholder must have given timely notice thereof in writing to
the President of the Corporation.  To be timely, a stockholder's written notice
of intent to make a proposal or proposals must be personally delivered to or
mailed by United States mail, postage prepaid and received by the President of
the Corporation at the principal executive offices of the Corporation not less
than 120 days prior to the meeting; provided however, that in the event that
less than 130 days notice or prior public disclosure of the date of the meeting
is given or made to stockholders (which notice or public disclosure shall
include the date of the annual meeting specified in these By-laws, if such
By-laws have been filed with the Securities and Exchange Commission and if the
Annual Meeting is held on such date), notice by the stockholder to be timely
must be so received not later than the close of business on the 10th day
following the day on which notice of the day of the annual meeting was mailed or
such public disclosure was made.  A stockholder's notice to the President shall
set forth as to each item of business the stockholder proposes to bring before
the annual meeting (a) a brief description of the business desired to be brought
before the meeting, and in the case of a nomination for election of director,
such nominee's name and qualifications, and the reasons for conducting business
at the meeting, (b) the name and the record address of the stockholder or
stockholders proposing such business, (c) the number of shares of stock of the
Corporation which are beneficially owned by such stockholder or stockholders,
and (d) any material interest of the stockholder in such business.  The chairman
of the meeting may refuse to acknowledge the proposal of any stockholder not
made in compliance with this Section 2.12.  Notwithstanding anything in these
By-laws to the contrary, no business shall be brought before



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or conducted at an annual meeting except in accordance with the procedures set
forth in this Section 2.12.

                                  ARTICLE III

                                   DIRECTORS

     Section 3.1  General Powers.  The business and affairs of the Corporation
shall be managed by its Board of Directors except as may be otherwise provided
by statute, these By-laws or the Certificate of Incorporation.

     Section 3.2  Number, Tenure and Qualifications.  The number of directors
shall be eight (8).  The number may be increased or decreased from time to time
by amendment of this Section except as may otherwise be provided in the
Certificate of Incorporation.  Commencing with the annual meeting of
stockholders held in 1998, the directors shall be divided into three (3)
classes, as nearly equal in number as possible, with the term of office of the
first class to expire at the 1999 annual meeting of stockholders, the term of
office of the second class to expire at the 2000 annual meeting of stockholders
and the third class expiring at the 2001 annual meeting of stockholders.  At
each annual meeting of stockholders following such initial classification,
directors elected by the stockholders to succeed those directors whose term
expires shall be elected for a term of office to expire at the third succeeding
annual meeting of stockholders after their election.  Each director shall hold
office until his successor is elected and qualified or until his earlier
resignation or removal.  In addition, each director of the Corporation shall
own, of record or beneficially, at least 120,000 shares of the Corporation.

     Section 3.3  Regular Meetings.  A regular meeting of the Board of
Directors shall be held, without other notice than this Section, immediately
after and at the same place as the 



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annual meeting of stockholders.  The Board of Directors may provide, by
resolution, the time and place, either within or without Delaware, for the
holding of additional regular meetings without other notice than such
resolution.

     Section 3.4  Special Meetings.  Special meetings of the Board of Directors
may be called at any time by the Chairman, the President or at the written
request of any two directors.  The person or persons who call a special meeting
of the Board of Directors may designate any place, either within or without
Delaware, as the place for holding such special meeting.  In the absence of
such a designation, the place of meeting shall be the Corporation's principal
place of business.

     Section 3.5  Notice of Special Meetings.  Notice stating the place, date
and hour of a special meeting shall be mailed not less than five days before
the date of meeting, or shall be sent by telegram or be delivered personally or
by telephone not less than two days before the date of the meeting, to each
director by or at the direction of the person or persons calling the meeting.
Attendance of a director at any meeting shall constitute a waiver of notice of
such meeting except where a director attends a meeting for the express purpose
of objecting, at the beginning of the meeting, to the transaction of any
business because the meting is not lawfully called or convened.  Neither the
business to be transacted at nor the purpose of any meeting of the Board of
Directors need be specified in the notice or waiver of notice of such meeting.

     Section 3.6  Quorum and Manner of Acting.  A majority of the number of
directors as fixed in Section 3.2 hereof shall constitute a quorum for the
transaction of business at any meeting of the Board of Directors; provided,
that if less than a majority of such number of directors are present at said
meeting, a majority of the directors present may adjourn the meeting from time
to time without further notice.  The act of the majority of the directors
present at a 



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meeting at which a quorum is present shall be the act of the Board of Directors,
unless otherwise provided in the Delaware General Corporation Law, the
Certificate of Incorporation or these By-laws.

     Section 3.7  Informal Action by Directors.  Any action which is required
by law or by these By-laws to be taken at a meeting of the Board of Directors,
or any other action which may be taken at a meeting of the Board of Directors
or any committee thereof, may be taken without a meeting if a consent in
writing, setting forth the action to be taken, shall be signed by all of the
directors entitled to vote with respect to the subject matter thereof, or by
all the members of such committee, as the case may be.  Such consent shall have
the same force and effect as a unanimous vote of all of the directors or all of
the members of such committee, as the case may be, at a duly called meeting
thereof, and shall be filed with the minutes of proceedings of the Board or
committee.

     Section 3.8  Telephonic Meetings.  Unless otherwise restricted by the
Certificate of Incorporation or these By-laws, members of the Board of
Directors or of any committee designated by such Board, may participate in a
meeting of such Board or committee by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
Section shall constitute presence in person at such meeting.

     Section 3.9  Resignations.  Any director may resign at any time by giving
written notice to the Board of Directors, the Chairman, the President, or the
Secretary.  Such resignation shall take effect at the time specified therein;
and, unless tendered to take effect upon acceptance thereof, the acceptance of
such resignation shall not be necessary to make it effective.



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     Section 3.10  Vacancies and Newly-Created Directorships.  Vacancies and
newly-created directorships resulting from any increase in the authorized
number of directors may be filled by a majority of the directors then in
office, although less than a quorum, or by a sole remaining director, and the
directors so chosen shall hold office until their successors are elected and
qualified or until their earlier resignation or removal.

     Section 3.11  Removal.  Any director or the entire Board of Directors may
be removed, with or without cause, by the holders of a majority of the shares
then entitled to vote at an election of directors.

     Section 3.12  Interested Directors.

     (a) No contract or transaction between the Corporation and one or more of
its directors or officers, or between the Corporation and any other
corporation, partnership, association, or other organization in which one or
more of its directors or officers are directors or officers, or have a
financial interest, shall be void or voidable solely for this reason, or solely
because the director or officer is present at or participates in the meeting of
the Board or committee thereof which authorizes the contract or transaction, or
solely because his or their votes are counted for such purpose, if:

          (1) The material facts as to his relationship or interest and as to
     the contract or transaction are disclosed or are known to the Board of
     Directors or the committee, and the Board or committee in good faith
     authorizes the contract or transaction by the affirmative votes of a
     majority of the disinterested directors, even though the disinterested
     directors be less than quorum; or



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          (2) The material facts as to his relationship or interest and as to
     the contract or transaction are disclosed or are known to the stockholders
     entitled to vote thereon, and the contract or transaction is specifically
     approved in good faith by vote of the stockholders; or

          (3) The contract or transaction is fair as to the Corporation as of
     the time it is authorized, approved or ratified, by the Board of Directors,
     a committee thereof, or the stockholders.

     (b) Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or of a committee
which authorizes the contract or transaction.

     Section 3.13  Director Compensation.  Unless otherwise restricted by the
Certificate of Incorporation or these By-laws, the Board of Directors shall
have the authority to fix the compensation of directors.  The directors may be
paid their expenses, if any, of attendance at each meeting of the Board of
Directors and may be paid a fixed sum for attendance at each meeting of the
Board of Directors or a stated salary as director.  No such payment shall
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.

                                   ARTICLE IV
                                        
                                   COMMITTEES

     Section 4.1  Appointment and Powers.  The Board of Directors may, by
resolution passed by a majority of the whole Board, designate one or more
committees, each committee 



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to consist of one or more of the directors of the Corporation which, to the
extent provided in said resolution or in these By-laws, shall have and may
exercise all the powers and authority of the Board of Directors in the
management of the business and affairs of the Corporation, and may authorize the
seal of the Corporation to be affixed to all papers which may require it; but no
such committee shall have the power or authority in reference to amending the
Certificate of Incorporation (except that any such committee may, to the extent
authorized in the resolution or resolutions providing for the issuance of shares
of stock adopted by the Board of Directors, fix the designations and any of the
preferences or rights of such shares relating to dividends, redemption,
dissolution, any distribution of assets of the Corporation or the conversion
into, or the exchange of such shares for, shares of any other class or classes
of stock of the Corporation or fix the number of shares of any series of stock
or authorize the increase or decrease of the shares of any series), adopting an
agreement of merger or consolidation, recommending to the stockholders the sale,
lease or exchange of all or substantially all of the Corporation's property and
assets, recommending to the stockholders a dissolution of the Corporation or a
revocation thereof, or amending the By-laws; and, unless the resolution, By-laws
or Certificate of Incorporation expressly so provides, no such committee shall
have the power or authority to declare a dividend, to authorize the issuance of
stock, or to adopt a certificate of ownership and merger pursuant to Section 253
of the Delaware General Corporation Law.

     Section 4.2  Absence or Disqualification of Committee Member.  In the
absence or disqualification of any member of such committee, the member or
members thereof present at any meeting and not disqualified from voting,
whether or not they constitute a quorum, may 



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unanimously appoint another member of the Board of Directors to act at the
meeting in place of any such absent or disqualified member.

     Section 4.3  Record of Proceedings.  The committees shall keep regular
minutes of their proceedings and when required by the Board of Directors shall
report the same to the Board of Directors.

                                   ARTICLE V
                                        
                                    OFFICERS

     Section 5.1  Number and Titles.  The officers of the Corporation shall be
a Chairman of the Board, a President, one or more Vice Presidents (the number
thereof to be determined by the Board of Directors), a Treasurer and a
Secretary.  There shall be such other officers and assistant officers as the
Board of Directors may from time to time deem necessary.  Any two or more
offices may be held by the same person unless the Certificate of Incorporation
or these By-laws otherwise provide.

     Section 5.2  Election, Term of Office and Qualifications.  The officers
shall be elected annually by the Board of Directors at the first meeting of the
Board of Directors held after the annual meeting of stockholders.  If the
election of officers is not held at such meeting, such election shall be held
as soon thereafter as may be convenient.  Vacancies may be filled or new
offices created and filled at any meeting of the Board of Directors.  Each
officer shall be elected to hold office until his successor shall have been
elected and qualified, or until his earlier death, resignation or removal.
Election of an officer shall not of itself create contract rights.




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     Section 5.3  Removal.  Any officer may be removed by the Board of
Directors whenever in its judgment the best interests of the Corporation will
be served thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed.

     Section 5.4  Resignation.  Any officer may resign at any time by giving
written notice to the Board of Directors, the Chairman, the President or the
Secretary.  Such resignation shall take effect at the time specified therein;
and, unless tendered to take effect upon acceptance thereof, the acceptance of
such resignation shall not be necessary to make it effective.

     Section 5.5  Duties.  In addition to and to the extent not inconsistent
with the provisions of these By-laws, the officers shall have such authority,
be subject to such restrictions, and perform such duties in the management of
the business, property and affairs of the Corporation as may be determined from
time to time by the Board of Directors.

     Section 5.6  Chairman of the Board.  The Chairman of the Board shall be
elected by and from the membership of the Board of Directors.  Subject to the
control of the Board of Directors, the Chairman of the Board shall, in general,
supervise and manage the business and affairs of the Corporation and he shall
see that the resolutions and directions of the Board of Directors are carried
into effect.  Except in those instances in which the authority to execute is
expressly delegated to another officer or agent of the Corporation or a
different mode of execution is expressly prescribed by the Board of Directors
or these By-laws, or where otherwise required by law, the Chairman of the Board
may execute for the Corporation any contracts, deeds, mortgages, bonds or other
instruments which the Board of Directors has authorized to be executed or the
execution of which is in the ordinary course or the Corporation's business, and
he may accomplish such execution either under or without the seal of the
Corporation and 



<PAGE>   16

either alone or with the Secretary, or any other officer thereunto authorized
by the Board of Directors or these By-laws.  The Chairman of the Board shall
preside at all meetings of the stockholders and of the Board of Directors (and
of any executive committee thereof), and shall perform such other duties as from
time to time shall be prescribed by the Board of Directors.

     Section 5.7  President.  The President shall be the chief executive
officer of the Corporation.  Subject to the control of the Board of Directors,
he shall in general supervise the business and affairs of the Corporation and
he shall see that resolutions and directions of the Board of Directors are
carried into effect except when that responsibility is specifically assigned to
some other person by the Board of Directors.  Unless there is a Chairman of the
Board who is present and who has the duty to preside, the President shall
preside at all meetings of the stockholders and, if a director, at all meetings
of the Board of Directors.  Except in those instances in which the authority to
execute is expressly delegated to another officer or agent of the Corporation
or a different mode of execution is expressly prescribed by the Board of
Directors or these By-laws or where otherwise required by law, the President
may execute for the Corporation any contracts, deeds, mortgages, bonds or other
instruments which the Board of Directors has authorized to be executed or the
execution of which is in the ordinary course of the Corporation's business, and
he may accomplish such execution either under or without the seal of the
Corporation and either individually or with the Secretary, any Assistant
Secretary, or any other officer thereunto authorized by the Board of Directors
or these By-laws.  In general, he shall perform all duties incident to the
office of President and such other duties as from time to time may be
prescribed by the Chairman or the Board of Directors.



<PAGE>   17


     Section 5.8  Vice Presidents.  In the absence of the President or in the
event of his inability or refusal to act, the Vice President (or in the event
there is more than one Vice President, the Vice President designated Executive
Vice President by the Board of Directors and thereafter, or in the absence of
such designation, the Vice Presidents in the order otherwise designated by the
Board of Directors, or in the absence of such other designation, in the order
of their election) shall perform the duties of the President, and when so
acting, shall have all the authority of and be subject to all the restrictions
upon the President.  Except in those instances in which the authority to
execute is expressly delegated to another officer or agent of the Corporation
or a different mode of execution is expressly prescribed by the Board of
Directors or these By-laws or where otherwise required by law, the Vice
President (or each of them if there are more than one) may execute for the
Corporation any contracts, deeds, mortgages, bonds or other instruments which
the Board of Directors has authorized to be executed, and he may accomplish
such execution either under or without the seal of the Corporation and either
individually or with the Secretary, any Assistant Secretary, or any other
officer thereunto authorized by the Board of Directors or these By-laws.  The
Vice Presidents shall perform such other duties as from time to time may be
prescribed by the Chairman, the President or the Board of Directors.

     Section 5.9  Treasurer.  The Treasurer shall be the principal financial
and accounting officer of the Corporation, and shall (a) have charge and
custody of, and be responsible for, all funds and securities of the
Corporation; (b) keep or cause to be kept correct and complete books and
records of account including a record of all receipts and disbursements; (c)
deposit all funds and securities of the Corporation in such banks, trust
companies or other depositaries as shall 



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be selected in accordance with these By-laws; (d) from time to time prepare or
cause to be prepared and render financial statements of the Corporation at the
request of the Chairman, the President or the Board of Directors; and (e) in
general, perform all duties incident to the office of Treasurer and such other
duties as from time to time may be prescribed by the Chairman, the President or
the Board of Directors.  If required by the Board of Directors, the Treasurer
shall give a bond for the faithful discharge of his duties in such sum and with
such surety or sureties as the Board of Directors shall determine.

     Section 5.10  Secretary.  The Secretary shall (a) keep the minutes of the
proceedings of the stockholders and of the Board of Directors in one or more
books provided for that purpose; (b) see that all notices are duly given in
accordance with the provisions of these By-laws or as required by law; (c) be
custodian of the corporate records and of the seal of the Corporation and see
that the seal of the Corporation is affixed to all stock certificates prior to
the issuance thereof and to all documents the execution of which on behalf of
the Corporation under its seal is necessary or appropriate; (d) keep or cause
to be kept a register of the name and address of each stockholder, which shall
be furnished to the Corporation by each such stockholder, and the number and
class of shares held by each stockholder; (e) have general charge of the stock
transfer books; and (f) in general, perform all duties incident to the office
of Secretary and such other duties as from time to time may be prescribed by
the Chairman, the President or the Board of Directors.

     Section 5.11  Assistant Treasurer and Assistant Secretaries.  In the
absence of the Treasurer or Secretary in the event of the inability or refusal
of the Treasurer or Secretary to act, the Assistant Treasurer and the Assistant
Secretary (or in the event there is more than one 



<PAGE>   19

of either, in the order designated by the Board of Directors or in the absence
of such designation, in the order of their election) shall perform the duties of
the Treasurer and Secretary, respectively, and when so acting, shall have all
the authority of and be subject to all the restrictions upon such office.  The
Assistant Treasurers and Assistant Secretaries shall also perform such duties as
from time to time may be prescribed by the Treasurer or the Secretary,
respectively, or by the Chairman, the President or the Board of Directors.

     Section 5.12  Salaries.  The salaries and additional compensation, if any,
of the officers shall be determined from time to time by the Board of
Directors; provided, that if such officers are also directors, such
determination shall be made by a majority of the disinterested directors then
in office.

                                   ARTICLE VI
                                        
                    CERTIFICATES OF STOCK AND THEIR TRANSFER

     Section 6.1  Stock Certificates.  The issued shares of the Corporation
shall be represented by certificates, and no class or series of shares of the
Corporation shall be uncertificated shares.  Stock certificates shall be in
such form as determined by the Board of Directors and shall be signed by, or in
the name of the Corporation by the Chairman, the President or a Vice President,
and by the Treasurer or an Assistant Treasurer, or the Secretary or an
Assistant Secretary of the Corporation.  Any of or all the signatures on the
certificates may be a facsimile.  All certificates of stock shall bear the seal
of the Corporation, which seal may be a facsimile, engraved or printed.

     Section 6.2  Transfer of Shares.  The shares of the Corporation shall be
transferable.  The Corporation shall have a duty to register any such transfer
(a) provided there is presented 



<PAGE>   20


to the Corporation or its transfer agents (i) the stock certificate endorsed by
the appropriate person or persons; and (ii) reasonable assurance that such
endorsement is genuine and effective; and, (b) provided that (i) the Corporation
has no duty to inquire into adverse claims or has discharged any such duty; (ii)
any applicable law relating to the collection of taxes has been complied with;
and (iii) the transfer is in fact rightful or is to a bona fide purchaser.  Upon
registration of such transfer upon the stock transfer books of the Corporation
the certificates representing the shares transferred shall be cancelled and the
new record holder, upon request, shall be entitled to a new certificate or
certificates.  The terms and conditions described in the foregoing provisions of
this Section shall be construed in accordance with the provisions of the
Delaware Uniform Commercial Code, except as otherwise provided by the Delaware
General Corporation Law.  No new certificate shall be issued until the former
certificate or certificates for a like number of shares shall have been
surrendered and cancelled, except that in case of a lost, destroyed, wrongfully
taken or mutilated certificate a new one may be issued therefor upon such term
and indemnity to the Corporation as the Board of Directors, the Chairman or the
President may prescribe consistent with applicable law.

     Section 6.3  Registered Stockholders.  The Corporation shall be entitled
to recognize the exclusive right of a person registered on its books as the
owner of shares to receive dividends, and to vote as such owner, and to hold
liable for calls and assessments a person registered on its books as the owner
of shares, and shall not be bound to recognize any equitable or other claim to
or interest in such share or shares on the part of any other person, whether or
not it shall have express or other notice thereof, except as otherwise provided
by the Delaware General Corporation Law.



<PAGE>   21
                                        
                                  ARTICLE VII
                                        
                                   DIVIDENDS

     Section 7.1  Dividends.  Subject to the provisions of the Delaware General
Corporation Law and the Certificate of Incorporation, the Board of Directors
may declare and pay dividends upon the shares of its capital stock.  Dividends
may be paid in cash, in property, or in shares of the Corporation's capital
stock.

                                  ARTICLE VIII
                                        
                                INDEMNIFICATION

     Section 8.1  Indemnification.  The Corporation shall indemnify, to the
full extent that it shall have the power under the Delaware General Corporation
Law to do so and in a manner permitted by such law, any person made or
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
by reason of the fact that he is or was a director, officer, employee or agent
of the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against liabilities and expenses reasonably
incurred or paid by such person in connection with such action, suit or
proceeding.  The words "liabilities" and "expenses" shall include, without
limitations:  liabilities, losses, damages, judgments, fines, penalties,
amounts paid in settlement, expenses, attorneys' fees and costs.  Expenses
incurred in defending a civil, criminal, administrative, investigative or other
action, suit or proceeding may be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding in accordance with the
provisions of Section 145 of the Delaware General Corporation Law, as amended.



<PAGE>   22


     The indemnification and advancement of expenses provided by this By-law
shall not be deemed exclusive of any other rights to which any person
indemnified may be entitled under any by-law, statute, agreement, vote of
stockholders, or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be such director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such person.

     The Corporation may purchase and maintain insurance on behalf of any
person referred to in the preceding paragraph against any liability asserted
against him and incurred by him in any such capacity, or arising out of his
status as such, whether or not the Corporation would have the power to
indemnify him against such liability under the provisions of this By-law or
otherwise.

     For purposes of this By-law, reference to "the Corporation" shall include,
in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers and employees or agents, so that
any person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such
constituent corporation, as director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, shall stand
in the same position under the provisions of this By-law with respect to the
resulting or surviving corporation as he would have with respect to such
constituent corporation if its separate existence had continued.



<PAGE>   23

     The provisions of this By-law shall be deemed to be a contract between the
Corporation and each director, officer, employee and agent who serves in any
such capacity at any time while this By-law and the relevant provisions of the
Delaware General Corporation Law, as amended, or other applicable law, if any,
are in effect, and any repeal or modification of any such law or of this By-law
shall not affect any rights or obligations then existing with respect to any
state of facts then or theretofore existing or any action, suit or proceeding
theretofore or thereafter brought or threatened based in whole or in part upon
such state of facts.

     For purposes of this By-law, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to any employee benefit plan; and
references to "serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee or
agent with respect to any employee benefit plan, its participants, or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the best interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner not opposed to the best interests of the Corporation.

                                   ARTICLE IX
                                        
                                  FISCAL YEAR

     Section 9.1  Fiscal Year.  The fiscal year of the Corporation shall be
fixed by the Board of Directors.



<PAGE>   24


                                   ARTICLE X

                                      SEAL

     Section 10.1  Seal.  The corporate seal shall have inscribed thereon the
name of the Corporation, the year of its organization and the words "Corporate
Seal, Delaware."  The seal may be used by causing it or a facsimile thereof to
be impressed or affixed or in any manner reproduced.

                                   ARTICLE XI
                                        
                                WAIVER OF NOTICE

     Section 11.1  Waiver of Notice.  Whenever any notice is required to be
given under these By-laws, the Certificate of Incorporation or the Delaware
General Corporation Law, a waiver thereof in writing, signed by the person or
persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.

                                  ARTICLE XII
                                        
                            MISCELLANEOUS PROVISIONS

     Section 12.1  Contracts.  The Board of Directors may authorize any officer
or agent to enter into any contract or execute and deliver any instrument in
the name and on behalf of the Corporation, and the Chairman or President may so
authorize any officer or agent with respect to contracts or instruments in the
usual and regular course of business.  Such authority may be general or
confined to specific instances.

     Section 12.2  Loans.  No loan shall be contracted on behalf of the
Corporation and no evidence of indebtedness shall be issued in its name unless
authorized by the Board of Directors.  Such authority may be general or
confined to specific instances.



<PAGE>   25

     Section 12.3  Checks, Drafts, Etc.  All checks, drafts or other orders for
payment of money, or notes or other evidences of indebtedness issued in the
name of the Corporation shall be signed by such officer or agent as shall from
time to time be authorized by the Board of Directors.

     Section 12.4  Deposits.  The Board of Directors may select banks, trust
companies or other depositaries for the funds of the Corporation.

     Section 12.5  Stock in Other Corporations.  Shares of any other
corporation or bank which may from time to time be held by the Corporation may
be represented and voted by the Chairman or the President, or by any proxy
appointed in writing by the Chairman or the President, or by any other persons
thereunto authorized by the Board of Directors, at any meeting of stockholders
of such corporation or by executing written consents with respect to such
shares where stockholder action may be taken by written consent.  Shares
represented by certificates standing in the name of the Corporation may be
endorsed for sale or transfer in the name of the Corporation by the Chairman or
the President, or by any other officer thereunto authorized by the Board of
Directors.  Shares belonging to the Corporation need not stand in the name of
the Corporation, but may be held for the benefit of the Corporation in the name
of any nominee designated for such purpose by the Board of Directors.

                                  SECTION XIII
                                        
                                   AMENDMENT

     Section 13.1  Procedure.  These By-laws may be altered, amended or
repaired and new by-laws may be adopted by the Board of Directors.



<PAGE>   26


     Section 13.2  Amendment by Stockholders.  Notwithstanding any other
provision of the Restated Certificate of Incorporation or these By-laws of the
Corporation to the contrary and notwithstanding that a lesser percentage may be
specified by law, in the event these By-laws shall be amended by vote of
stockholders, the affirmative vote of the holders of at least two-thirds (2/3)
of the voting power of the outstanding shares of all classes of stock of the
Corporation, voting together as a single class, shall be required to amend or
repeal or adopt any provision inconsistent with Sections 2.2, 2.11, 2.12, 3.2,
3.10 or 13.2 of these By-laws.