<PAGE>
 


                                UNITOG COMPANY


                           (a Delaware corporation)



                                     FIFTH
                             AMENDED AND RESTATED
                                    BYLAWS
<PAGE>
 
                               TABLE OF CONTENTS

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OFFICES AND RECORDS

 1.  Registered Office and Registered Agent                            1
 2.  Corporate Offices                                                 1

STOCKHOLDERS' MEETINGS

 3.  Place of Meetings                                                 1
 4.  Annual Meetings                                                   1
 5.  Special Meetings                                                  1
 6.  Action by Consent in Lieu of Meeting                              2
 7.  Notice of Meetings                                                2
 8.  Notice of Stockholder Business at Meetings                        2
 9.  Nomination of Director Candidates                                 4
10.  Quorum, Adjournments                                              4
11.  Voting                                                            5
12.  Stockholders' Lists                                               5
13.  Presiding Officer, Order of Business                              5

DIRECTORS

14.  Number and Tenure                                                 6
15.  Powers of the Board                                               7
16.  Meetings of the Newly-Elected Board, Notice                       7
17.  Regular Meetings, Notice                                          7
18.  Special Meetings, Notice                                          8
19.  Action in Lieu of Meeting                                         8
20.  Meetings by Telephone or Similar Communication
         Equipment                                                     8
21.  Quorum, Adjournments                                              8
22.  Waiver                                                            9
23.  Vacancies                                                         9
24.  Removal, Resignation                                              9
25.  Compensation                                                     10

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COMMITTEES

26.  Executive Committee                                              10
27.  Powers                                                           10
28.  Procedure, Meetings                                              10
29.  Quorum                                                           10
30.  Other Committees                                                 11
31.  Vacancies, Changes, Discharge                                    11
32.  Compensation                                                     11
33.  Action by Consent in Lieu of Meeting                             11
34.  Meetings by Telephone or Similar Communication
     Equipment                                                        11

NOTICES

35.  Form, Delivery                                                   11
36.  Waiver                                                           11

OFFICERS

37.  Designations                                                     12
38.  Term of Office                                                   12
39.  Removal                                                          12
40.  Compensation                                                     12
41.  The Chairman of the Board                                        13
42.  The Vice Chairman of the Board                                   13
43.  The President                                                    13
44.  Vice Presidents                                                  14
45.  The Secretary and Assistant Secretaries                          14
46.  The Treasurer and Assistant Treasurers                           14

INDEMNIFICATION

47.  Indemnification of Directors, Officers, Employees and Agents     15

STOCK CERTIFICATES

48.  Form, Signatures                                                 20
49.  Lost, Stolen or Destroyed Certificates                           20
50.  Transfer of Shares, Transfer Agent, Registrar                    20
51.  Record Date                                                      21

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GENERAL PROVISIONS

52.  Dividends                                                         22
53.  Reserves                                                          22
54.  Checks                                                            22
55.  Fiscal Year                                                       23
56.  Corporate Seal                                                    23
57.  Severability                                                      23

AMENDMENTS

58.  Amendments                                                        23

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<PAGE>
 
                                     FIFTH

                             AMENDED AND RESTATED

                                    BYLAWS

                                      OF

                                UNITOG COMPANY
                           (A Delaware Corporation)



OFFICES AND RECORDS

     1.   Registered Office and Registered Agent. The registered office of
Unitog Company (the Corporation) shall be established and maintained at
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, in the
County of New Castle, in the State of Delaware, and The Corporation Trust
Company shall be the registered agent of this Corporation in charge thereof.

     2.   Corporate Offices. The Corporation may also have such corporate
offices, anywhere within and without the State of Delaware as the Board of
Directors from time to time may appoint, or the business of the Corporation may
require.

STOCKHOLDERS' MEETINGS

     3.   Place of Meetings. All meetings of the stockholders shall be held at
the principal business office of the Corporation in Delaware, except such
meetings as the Board of Directors to the extent permissible by law expressly
determines shall be held elsewhere, in which case such meetings may be held,
upon notice thereof as hereinafter provided, at such other place or places,
within or without the State of Delaware, as said Board of Directors shall have
determined, and as shall be stated in such notice; and, unless specifically
prohibited by law, any meeting may be held at any place and time, and for any
purpose, if consented to in writing by all of the stockholders entitled to vote
thereat.

     4.   Annual Meetings. An annual meeting of stockholders shall be held each
year on the Thursday immediately prior to Memorial Day at 10:00 a.m., Kansas
City time, when they shall elect a Board of Directors and transact such other
business as may properly be brought before the meeting.

     5.   Special Meetings. Special meetings of the stockholders may be held for
any purpose or purposes. They may be called by resolution of the directors or by
stockholders holding ten percent (10%) or more of the outstanding shares of all
classes of stock of the Corporation then entitled to vote at an election of
directors voting as one class.

<PAGE>
 
     The call and the notice of any such meeting shall be deemed to be
synonymous.

     6.  Action by Consent in Lieu of Meeting. Any action required or permitted
by law or the Certificate of Incorporation to be taken at any meeting of
stockholders may be taken without a meeting, without prior notice and without a
vote, if a written consent setting forth the action so taken is signed by the
holders of outstanding stock having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present or represented by proxy and
voted, unless otherwise provided in the Certificate of Incorporation. Written
consents of stockholders shall bear the date of each stockholder's signature,
and no written consent will be effective unless written consents, signed by a
sufficient number of holders to take action, are delivered to the Corporation
within 60 days of the date of the earliest consent delivered to the Corporation.
Such written consent shall be filed with the minutes of meetings of
stockholders. Prompt notice of the taking of the corporate action without a
meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing thereto.

     7.   Notice of Meetings.

          (a)  Written or printed notice of each meeting of the stockholders,
whether annual or special, stating the place, date and hour of the meeting, and,
in case of a special meeting, the purpose or purposes thereof, shall be
delivered or given to each stockholder entitled to vote thereat, not less than
10 days nor more than 60 days prior to the meeting, unless, as to a particular
matter, other or further notice is required by law, in which case such other or
further notice shall be given. In addition to such written notice, published
notice shall be given in the manner then required by law.

     Any notice of a stockholders meeting sent by mail shall be deemed to be
delivered when deposited in the United States mail with postage thereon prepaid
addressed to the stockholder at his address as it appears on the records of the
Corporation.

          (b)  Whenever any notice is required to be given under the provisions
of these Bylaws, or the Certificate of Incorporation of the Corporation or any
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
the equivalent to the giving of such notice.

     To the extent provided by law, attendance at any meeting shall constitute a
waiver of notice of such meeting, except when the person attends a meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business the meeting is not lawfully called or convened.

     8.   Notice of Stockholder Business at Meetings. At any meeting of
stockholders, annual or special, only such business shall be conducted, and only
such proposals shall be acted upon, as shall have been properly brought before
the meeting as hereinafter provided. For a proposal to be properly brought
before a meeting, each item of business must either (a) be

                                       2
<PAGE>
 
specified in the notice of meeting (or any supplement thereto) given by or at
the direction of the Board of Directors or the persons calling the meeting as
herein provided, (b) be otherwise properly brought before the meeting by or at
the direction of the Board of Directors, or (c) be otherwise properly brought
before the meeting by a stockholder of record entitled to vote at such meeting
as hereinafter provided. For a proposal to be properly brought before a meeting
by a stockholder, the stockholder must have given timely notice thereof in
writing to the Secretary of the Corporation, in the case of an annual meeting,
not less than sixty (60) days nor more than ninety (90) days prior to the
meeting of stockholders and, in the case of a special meeting, not later than
the close of business on the tenth (10th) day following the day on which notice
of the date of the meeting of stockholders was mailed; provided, however, if a
stockholder gives notice to the Secretary of the Corporation of a proposal to be
brought before an annual meeting of stockholders not less than one hundred
twenty (120) calendar days in advance of the date of the Corporation's proxy
statement released to stockholders in connection with the previous year's annual
meeting of stockholders in order to have such matter included in the proxy
statement and form of proxy for such meeting, such notice shall be considered
timely. A stockholder's notice to the Secretary shall set forth as to each
matter the stockholder proposes to bring before the meeting (a) a brief
description of the proposal desired to be brought before the meeting and the
reasons for conducting such business at the meeting, (b) the name and address of
record of the stockholder proposing the business and any other stockholders
known by such stockholder to be supporting the proposal, (c) the class or
classes of stock and number of shares of such class or classes of stock which
are beneficially owned by the proposing stockholder or stockholders on the date
of the stockholder notice, and (d) any material interest of the proposing
stockholder or stockholders in the proposal.

     Notwithstanding anything in these Bylaws to the contrary, no business shall
be conducted at a meeting of stockholders except in accordance with the
procedures set forth in this Section 8. The Board of Directors shall reject any
stockholder proposal submitted for consideration at a meeting of stockholders
which is not made in accordance with the terms of this Section 8 or which in
their judgment is not a proper subject for stockholder action, in accordance
with provisions of applicable law. Alternatively, if the Board of Directors
fails to consider the validity of any such stockholder proposal, the presiding
officer of the meeting of stockholders shall reject any stockholder proposal
submitted for consideration at a meeting of stockholders which is not made in
accordance with Section 8 or which in his judgment is not a proper subject for
stockholder action and shall, if the facts warrant, determine and declare to the
persons attending the meeting that the business was not properly brought before
the meeting in accordance with the provisions of this Section 8, and he shall
further declare that any such business not properly brought before such meeting
shall not be transacted. The Board of Directors or, as the case may be, the
presiding officer of the meeting shall have absolute authority to decide
questions of compliance with the foregoing procedures and the Board of Directors
or, as the case may be, the presiding officer's ruling thereon shall be final
and conclusive. This provision shall not prevent the consideration and approval
or disapproval at the annual meeting of stockholders of reports of officers,
directors and committees of the Board of Directors, but, in connection with such
reports, no new business shall be acted upon at such meeting unless stated,
filed and received as herein provided.

                                       3
<PAGE>
 
     9.   Nomination of Director Candidates. To be qualified for election as a
director, persons must be nominated in accordance with the procedures set forth
in this Section 9. Nominations of candidates for election to the Board of
Directors of the Corporation may be made only by or at the direction of the
Board of Directors or by a stockholder of record entitled to vote at such
meeting of stockholders. All such nominations, except those made by or at the
direction of the Board of Directors, shall be made pursuant to timely notice in
writing to the Secretary of the Corporation. To be timely, a stockholder's
notice shall be delivered to or mailed and received by the Secretary not less
than sixty (60) days nor more than ninety (90) days prior to the meeting of
stockholders; provided, however, that in the event that less than seventy (70)
days' notice or prior public disclosure of the date of the meeting of
stockholders is given or made to stockholders, to be timely, notice of a
nomination delivered by such stockholder must be received by the Secretary not
later than the close of business on the tenth day following the day on which
notice of the date of the meeting of stockholders was mailed or such public
disclosure was made to the stockholders. Such stockholder's notice shall set
forth (a) the name, age, business address and residence address, and the
principal occupation or employment of any nominee proposed in such notice, (b)
the name and address of the stockholder or stockholders giving the notice as the
same appears in the Corporation's stock ledger, (c) the number of shares of
capital stock of the Corporation which are beneficially owned by any such
nominee and by such nominating stockholder or stockholders, and (d) such other
information concerning any such nominee as would be required, under the rules of
the Securities and Exchange Commission, in a proxy statement soliciting proxies
for the election of such nominee.

     At the request of the Board of Directors, any person nominated for election
as a director shall furnish to the Secretary the information required by this
Section 9 to be set forth in a stockholder's notice of nomination which pertains
to the nominee. The Chairman of a meeting of stockholders shall, if the facts
warrant, determine and declare at such meeting of stockholders that such
nomination was not made in accordance with the procedures prescribed by this
Section 9, and he shall further declare that the defective nomination shall be
disregarded. The Chairman of a meeting of stockholders shall have absolute
authority to decide questions of compliance with the foregoing procedures and
his ruling thereon shall be final and conclusive.

     10.  Quorum, Adjournments. Except as otherwise may be provided by law or by
the Certificate of Incorporation or the Bylaws, the holders of a majority of the
voting shares issued and outstanding, and entitled to vote thereat, present in
person or by proxy, shall be requisite for and shall constitute a quorum, at all
meetings of the stockholders, for the transaction of business. The affirmative
vote of the majority in amount of shares of such quorum entitled to vote on the
subject matter shall be the act of the stockholders and valid as a corporate
act, except in those specific instances in which a larger vote is required by
law or by the Certificate of Incorporation or the Bylaws; provided, however, the
election of directors shall be by a plurality of the vote of shares present in
person or represented by proxy at the meeting and entitled to vote. If, however,
such quorum should not be present at any meeting, the stockholders present and
entitled to vote shall have power successively to adjourn the meeting without
notice other than announcement at the meeting of the time and place of the
adjourned meeting. At such adjourned meeting at which a quorum is present, any
business may be transacted which might have been transacted at the meeting as
originally notified. If the adjournment is for more than thirty days, or if
after the

                                       4
<PAGE>
 
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.

     11.  Voting.

          (a)  Except as otherwise provided by law, the Certificate of
Incorporation, or, with respect to the preferred stock, a Certificate of
Designations adopted by the Board of Directors and filed with the State of
Delaware, each stockholder shall have one vote for each share of stock entitled
to vote under the provisions of the Certificate of Incorporation which is
registered in his name on the books of the Corporation.

          (b)  Each stockholder entitled to vote at a meeting of stockholders or
to express consent or dissent to corporate action in writing without a meeting
may authorize any person or persons to act for him by proxy, but no such proxy
shall be voted or acted upon after three years from its date, unless the proxy
provides for a longer period.

          (c)  All elections shall be determined by a plurality vote, and,
except as otherwise provided by law or the Certificate of Incorporation, all
other matters shall be determined by a vote of a majority of the shares present
in person or represented by proxy and voting in such matters.

          (d)  No person shall be admitted to vote on any shares belonging or
hypothecated to the Corporation.

     12.  Stockholders Lists. A complete list of the stockholders entitled to
vote at each meeting of the stockholders, arranged in alphabetical order, with
the address of, and the number of voting shares registered in the name of each
stockholder, shall be prepared at least 10 days before every meeting of the
stockholders by the officer of the Corporation having charge of the stock
transfer books of the Corporation. Such list shall be open for examination of
any stockholder, for any purpose germane to the meeting, during ordinary
business hours, for a period of 10 days prior to the meeting either at 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.

     13.  Presiding Officer Order of Business.

          (a)  Meetings of stockholders shall be presided over by the Chairman
of the Board (if any), or if he is not present (or, if there is none) by the
Vice Chairman of the Board, or if he is not present (or, if there is none) by
the President, or if he is not present by the Vice President, or if he is not
present by such person who may have been chosen by the Board of Directors, or if
none of such persons is present by a chairman to be chosen by the stockholders
owning a majority of the shares of stock of the Corporation issued and
outstanding and entitled to vote at the meeting and who are present in person or
represented by proxy. The Secretary of the

                                       5
<PAGE>
 
Corporation, or, if he is not present, the Assistant Secretary, or, if he is not
present, such persons may be chosen by the Board of Directors, shall act as
secretary of stockholder meetings or, if none of such persons is present, the
stockholders owning a majority of the shares of stock of the Corporation issued
and outstanding and entitled to vote at the meeting and who are present in
person or represented by proxy shall choose any person present to act as
secretary of the meeting.

          (b)  The following order of business shall be observed as far as
practicable and consistent with the purposes of the meeting, unless otherwise
ordered at the meeting:

               1.   Call of the meeting to order.

               2.   Presentation of proof of mailing of the notice of the
                    meeting, the call thereof.

               3.   Presentation of proxies.
 
               4.   Announcement that a quorum is present.

               5.   Reading and approval of the minutes of the previous meeting.
 
               6.   Reports of officers, if any.
 
               7.   Election of directors, if the meeting is an annual meeting
                    or a meeting called for that purpose.

               8.   Consideration of the specific purpose or purposes for which
                    the meeting has been called, other than the election of
                    directors, if the meeting is a special meeting.

               9.   Transaction of such other business as may properly come
                    before the meeting.

               10.  Adjournment.

DIRECTORS

     14.  Number and Tenure. The number of directors which shall constitute the
whole Board of Directors of the Corporation shall be no less than three (3) or
more than twelve (12). Within the above specified limit, the number of directors
shall be determined by resolution of the Board of Directors. The size of the
Board shall remain constant unless changed by the Board pursuant to this
Section. The Board of Directors shall be divided into three categories, Class A,
Class B and Class C, with each category as nearly equal in number as possible.
Directors of the first category (Class A) shall hold office for a term expiring
at the annual meeting of stockholders in 1990; directors of the second category
(Class B) shall hold office for a term expiring at the first

                                       6
<PAGE>
 
succeeding annual meeting of stockholders after 1990; and directors of the third
category (Class C) shall hold office for a term expiring at the second
succeeding annual meeting of stockholders after 1990 and, in each case, until
his successor is elected and qualified or until his earlier resignation or
removal. At each annual meeting of the stockholders of the Corporation, the
successors to the category of directors whose term shall then expire shall be
elected to hold office for terms expiring at the third succeeding annual meeting
after such election.

     There shall be no prerequisites or special qualifications for election as
director of the Corporation. Each director shall hold office for the term for
which he is elected and until his successor is elected and qualified, or until
his earlier resignation or removal. Any increase or decrease in the authorized
number of directors shall be apportioned by the Board of Directors among the
categories so as to make all categories as nearly equal in number as possible.
No decrease in the authorized number of directors shall shorten the term of any
incumbent director.

     15.  Powers of the Board. The property and business of the Corporation
shall be managed by the directors, acting as a Board. The Board shall have and
is vested with all and unlimited powers and authorities, except as may be
expressly limited by law, the Certificate of Incorporation or by these Bylaws,
to do or cause to be done any and all lawful things for and in behalf of the
Corporation, to exercise or cause to be exercised any or all of its powers,
privileges and franchises, and to seek the effectuation of its objects and
purposes.

     16.  Meetings of the Newly-Elected Board, Notice. The members of each newly
elected Board shall meet: (a) at such time and place, either within or without
the State of Delaware, as shall be suggested or provided for by resolution of
the stockholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting; provided, a quorum shall be present; or (b) if not so suggested or
provided for by resolution of the stockholders or if a quorum shall not be
present, the members of such Board may meet at such time and place as shall be
consented to in writing by a majority of the newly-elected directors; provided
that written or printed notice of such meeting shall be mailed, sent by telegram
or delivered to each of the other directors in the same manner as provided in
Section 18 of these Bylaws with respect to the giving of notice for special
meetings of the Board except that it shall not be necessary to state the purpose
of the meeting in such notice; or (c) regardless of whether or not the time and
place of such meeting shall be suggested or provided for by resolution of the
stockholders at the annual meeting, the members of such Board may meet at such
time and place as shall be consented to in writing by all of the newly-elected
directors. Each director, upon his election, shall qualify by accepting the
office of director, and his attendance at, or his written approval of the
minutes of, any meeting of the newly-elected directors shall constitute his
acceptance of such office, or he may execute such acceptance by a separate
writing, which shall be placed in the minute book.

     17.  Regular Meetings, Notice. Regular meetings of the Board may be held
without notice at such times and places either within or without the State of
Delaware as shall from time to time e fixed by resolution adopted by the Board
of Directors. Any business may be transacted at a regular meeting.

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<PAGE>
 
     18.  Special Meetings, Notice. Special meetings of the Board may be called
at any time by the Chairman of the Board, the President, any Vice President or
the Secretary. The place may be within or without the State of Delaware as
designated in the notice.

     Written or printed notice of each special meeting of the Board, stating the
place, day and hour of the meeting and the purpose or purposes thereof, shall be
mailed to each director at least three days before the day on which the meeting
is to be held, or shall be sent to him by telegram, or be delivered, at least
two days before the day on which the meeting is to be held. If mailed, such
notice shall be deemed to be delivered when deposited in the United Stated mail
with postage thereon addressed to the director at his residence or usual place
of business. If notice be given by telegraph, such notice shall be deemed to be
delivered when the same is delivered to the telegraph company. The notice may be
given by any officer having authority to call the meeting or by any director.

     Notice and call with respect to such meeting shall be deemed to be
synonymous.

     19.  Action in Lieu of Meeting. Unless otherwise restricted by the
Certificate of Incorporation or these Bylaws or by law, any action required 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 of any committee thereof, may be
taken without a meeting if a consent in writing setting forth the action so
taken shall be signed by all members of the Board or committee entitled to vote
with respect to the subject matter thereof, and the consent in writing is filed
with the minutes of the proceedings of the Board of Directors. Any such consent
signed by all the directors shall have the same effect as a unanimous vote and
may be stated as such in any document describing the action taken by the Board
of Directors.

     20.  Meetings by Telephone or Similar Communication Equipment. Unless
otherwise restricted by the Certificate of Incorporation or these Bylaws or by
law, members of the Board of Directors of the Corporation, or 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,
whereby all persons participating in the meeting can hear each other, and
participation in a meeting in such manner shall constitute presence in person at
such meeting.

     21.  Quorum, Adjournments. At all meetings of the Board of Directors, a
majority of the full Board of Directors shall, unless a greater number as to any
particular matter is required by statute, the Certificate of Incorporation or
these Bylaws, constitute a quorum for the transaction of business, and the act
of a majority of the directors present at any meeting at which there is a
quorum, except as may be otherwise specifically provided by statute, by the
Certificate of Incorporation, or by these Bylaws, shall be the act of the Board
of Directors.

     If a quorum is not present at any meeting of the Board of Directors, the
directors present may adjourn the meeting successively until a quorum is
present, and no notice of adjournment shall be required other than announcement
at the meeting.

                                       8
<PAGE>
 
     22.  Waiver. Any notice provided or required to be given to the directors
may be waived in writing by any of them, whether before, at, or after the time
stated therein.

     Attendance of a director at any meeting shall constitute a waiver of notice
of such meeting except where he attends for the express purpose, and so states
at the opening of the meeting, of objecting to the transaction of any business
because the meeting is not lawfully called or convened.

     23.  Vacancies. Unless otherwise provided by the Certificate of
Incorporation these Bylaws or by law, vacancies and newly-created directorships
resulting from any increase in the number of authorized directors may be filled
by a majority of the directors then in office, although less than a quorum, or
by a sole remaining director. Any directors so chosen to fill such vacancies or
newly created directorships shall hold office until the next election of
directors of the category for which such directors shall have been chosen and
until their successors are duly elected and qualified or until their earlier
death, resignation or removal. If there are no directors in office, any officer,
stockholder or an executor, administrator, trustee, guardian or similarly
situated fiduciary of the stockholder may call a special meeting of stockholders
in accordance with the provisions of the Certificate of Incorporation or these
Bylaws, at which meeting such vacancies shall be filled. If, at the time of
filling any vacancies or any newly-created directorship, the directors then in
office shall constitute less than a majority of the whole Board, as constituted
immediately prior to any such increase, the Court of Chancery may, upon
application of any stockholder or stockholders holding at least ten percent of
the total number of shares at the time outstanding having the right to vote for
such directors, summarily order an election to be held to fill any such
vacancies or newly-created directorship, or to replace the directors chosen by
the directors then in office, which election shall be governed by the applicable
provisions of the several corporation laws of Delaware.

     24.  Removal, Resignation.

          (a)  Except as otherwise provided by law or the Certificate of
Incorporation or these Bylaws, any director, directors or the entire Board of
Directors may be removed for cause by the holders of a majority of the
outstanding shares of all classes of stock of the Corporation then entitled to
vote at an election of directors voting as one class and may be removed without
cause by the holders of two-thirds (2/3) of the outstanding shares of all
classes of stock of the Corporation then entitled to vote at an election of
directors voting as one class. As used in these Bylaws, the term for cause is
hereby exclusively defined and limited to mean conviction of a felony by a court
of competent jurisdiction where such conviction is no longer subject to direct
appeal or adjudication by a court of competent jurisdiction of liability for
negligence or misconduct in the performance of the directors' duty to the
corporation in a matter of substantial importance to the Corporation where such
adjudication is no longer subject to direct appeal.

          (b)  Any director may resign at any time by giving written notice to
the Board of Directors, the Chairman of the Board, the President, or the
Secretary of the Corporation. Unless otherwise specified in such written notice,
a resignation shall take effect upon delivery

                                       9
<PAGE>
 
thereof to the Board of Directors or the designated officer. It shall not be
necessary for a resignation to be accepted before it becomes effective.

          (c)  Unless otherwise provided in the Certificate of Incorporation or
these Bylaws or by law, when one or more directors shall resign from the Board,
effective at a future date, a majority of the directors then in office,
including those who have so resigned, shall have power to fill such vacancy or
vacancies, the vote thereon to take effect when such resignation or resignations
shall become effective, and each director so chosen shall hold office as
provided in this section in the filling of other vacancies.

     25.  Compensation. Directors shall be entitled to such compensation for
their services as directors and to such reimbursement for any reasonable
expenses incurred in attending directors meetings as may from time to time be
fixed by the Board of Directors. Any director may waive compensation for any
meeting. Any director receiving compensation under these provisions shall not be
barred from serving the Corporation in any other capacity and receiving
compensation and reimbursement for reasonable expenses for such other services.

COMMITTEES

     26.  Executive Committee. The Board of Directors, by resolution adopted by
a majority of the whole Board, may appoint an Executive Committee consisting of
such members of the Board as designated, one of whom shall be designated as
Chairman of the Executive Committee. Each member of the Executive Committee
shall continue as a member thereof until the expiration of his term as a
director, or his earlier resignation, unless sooner removed as a member or as a
director.

     27.  Powers. The Executive Committee shall have and may exercise those
rights, powers and authority of the Board of Directors as may from time to time
be granted to it by the Board of Directors and may authorize the seal of the
Corporation to be affixed to all papers which may require it.

     28.  Procedure, Meetings. The Executive Committee shall fix its own rules
of procedure and shall meet at such times and at such place or places as may be
provided by such rules or as the members of the Executive Committee shall
provide. The Executive Committee shall keep regular minutes of its meetings and
deliver such minutes to the Board of Directors.

     The Chairman of the Executive Committee, or, in his absence, a member of
the Executive Committee chosen by a majority of the members present, shall
preside at meetings of the Executive Committee, and another member thereof
chosen by the Executive Committee.

     29.  Quorum. A majority of the Executive Committee shall constitute a
quorum for the transaction of business, and the affirmative vote of a majority
of the members thereof shall be required for any action of the Executive
Committee; provided, however, that when an Executive Committee of one member is
authorized under the provisions of Section 26, such one member shall constitute
a quorum.

                                      10
<PAGE>
 
     30.  Other Committees. The Board of Directors may, by resolution passed by
a majority of the whole Board, designate such other committees in addition to
the executive committee, any such other committee to consist of one or more
directors of the Corporation. Such other committees, to the extent provided in
said resolution or resolutions, shall have and may exercise all of the authority
of the Board of Directors in the management of the Corporation.

     Each such committee shall keep regular minutes of its proceedings and the
same shall be recorded in the minute book of the corporation. The Secretary or
an Assistant Secretary of the Corporation may act as secretary for a committee
if the committee so requests.

     31.  Vacancies, Changes, Discharge. The Board of Directors shall have the
power at any time to fill vacancies in, to change the membership of, and to
discharge any committee.

     32.  Compensation. Members of any committee shall be entitled to such
compensation for their services as members of such committee and to such
reimbursement for any reasonable expenses incurred in attending committee
meetings as may from time to time be fixed by the Board of Directors. Any member
receiving compensation under these provisions shall not be barred from serving
the Corporation in any other capacity and from receiving compensation and
reimbursement of reasonable expenses for such other services.

     33.  Action by Consent in Lieu of Meeting. Any action required or permitted
to be taken at any meeting of any committee of the Board of Directors may be
taken without a meeting if a written consent to such action is signed by all
members of the committee and such written consent is filed with the minutes of
its proceedings.

     34.  Meetings by Telephone or Similar Communication Equipment. The members
of any committee designated by the Board of Directors may participate in a
meeting of such committee by means of a conference telephone or similar
communications equipment by means of which all persons participating in such
meeting can hear each other and participation in such meeting shall constitute
presence in person at such meeting.

NOTICES

     35.  Form, Delivery. Whenever, under the provisions of law, the Certificate
of Incorporation or these Bylaws, notice is required to be given to any director
or stockholder, it shall not be construed to mean personal notice unless
otherwise specifically provided, but such notice may be given in writing, by
mail, addressed to such director or stockholder, at his address as it appears on
the records of the Corporation, with postage thereon prepaid. Such notices shall
be deemed to be given at the time they are deposited in the United States mail.
Notice to a director may also be given personally or by telegram sent to his
address as it appears on the records of the Corporation.

     36.  Waiver. Whenever any notice is required to be given under the
provisions of law, the Certificate of Incorporation or these Bylaws, a written
waiver thereof, signed by the person or persons entitled to such notice, whether
before or after the time stated therein, shall be deemed to

                                      11
<PAGE>
 
be equivalent to such notice. In addition, any stockholder who attends a meeting
of stockholders in person, or is represented at such meeting by proxy, without
protesting at the commencement of the meeting the lack of notice thereof to him
or any director who attends a meeting of the Board of Directors without
protesting, at the commencement of the meeting, such lack of notice, shall be
conclusively deemed to have waived notice of such meeting. Neither the business
to be transacted at nor the purpose of any regular or special meeting of the
stockholders, directors or members of a committee of directors need be specified
in any written waiver of notice unless so required by the Certificate of
Incorporation, the Bylaws or by law.

OFFICERS

     37.  Designations. The officers of the Corporation shall be chosen by the
Board of Directors. The Board of Directors may choose a Chairman of the Board, a
Vice Chairman of the Board, a President, one or more Vice Presidents, a
Secretary, a Treasurer, one or more Assistant Secretaries and one or more
Assistant Treasurers.

     The Board from time to time may also appoint such other officers and agents
for the Corporation as it shall deem necessary or advisable. All appointed
officers and agents shall exercise such powers and perform such duties as shall
be determined from time to time by the Board, or by an elected officer empowered
by the Board to make such determination.

     38.  Term of Office. The Board shall elect or appoint a Chairman of the
Board or President and Secretary at its first meeting after each annual meeting
of the stockholders. The Board then or from time to time, may also elect or
appoint one or more of the other prescribed officers as it shall deem advisable,
but need not elect or appoint any officers other than a Chairman of the Board or
President and a Secretary. All officers of the Corporation shall hold their
offices at the pleasure of the Board or for such terms as the Board may specify,
for the term for which he was elected and until his successor is elected and
shall qualify, or until he resigns or is removed by the Board, whichever first
occurs. An officer shall be deemed qualified when he enters upon the duties of
the office to which he has been elected or appointed and furnishes any bond
required by the Board; but the Board may also require of such person his written
acceptance and promise faithfully to discharge the duties of such office.

     39.  Removal. Any officer or agent elected or appointed by the Board of
Directors, and any employee, may be removed or discharged by the Board, with or
without cause, at any time by the affirmative vote of a majority of the
directors then in office. Such removal shall not prejudice the contract rights,
if any, of the person so removed. Any vacancy occurring in any office of the
Corporation may be filled for the unexpired portion of the term of the Board of
Directors.

     40.  Compensation. The salaries of all officers of the Corporation shall be
fixed from time to time by the Board of Directors. No officer shall be prevented
from receiving such salary by reason of the fact that he is also a director of
the Corporation.

                                      12
<PAGE>
 
     41.  The Chairman of the Board. The Chairman of the Board, if any, subject
to the direction of the Board of Directors, shall perform such executive,
supervisory and management functions and duties as may be assigned to him from
time to time by the Board of Directors, and shall co-extensively have those
powers and that authority of the President, as set forth in Section 41 hereof.
He shall, if present, preside at all meetings of stockholders and of the Board
of Directors.

     42.  The Vice Chairman of the Board. The Vice Chairman of the Board, if
any, shall, in the absence of the Chairman of the Board or in the event of his
disability, perform the duties and exercise the powers of the Chairman of the
Board and shall generally assist the Chairman of the Board and perform such
other duties and have such other powers as may from time to time be prescribed
by the Board of Directors.

     43.  The President. The President shall be the chief executive officer of
the Corporation unless otherwise designated by the Board of Directors, and
subject to the direction of the Board of Directors, shall have general charge of
the business, affairs, and property of the Corporation and general supervision
over its other duties incident to the office of President. As provided for in
Section 13 of these Bylaws, the President shall preside at all meetings of the
stockholders and directors in the absence of the Chairman of the Board and the
Vice-Chairman. The President shall have general and active management of the
business of the Corporation and shall carry into effect all directions and
resolutions of the Board.

     He may execute all bonds, notes, debentures, mortgages, and other contracts
requiring a seal, under the seal of the Corporation, and may cause the seal to
be affixed thereto, and all other instruments for and in the name of the
Corporation.

     He, when authorized so to do by the Board, may execute powers of attorney
from, for and in the name of the Corporation, to such proper person or persons
as he may deem fit, in order that thereby the business of the Corporation may be
furthered or action taken as may be deemed by him necessary or advisable in
furtherance of the interests of the Corporation.

     Unless otherwise prescribed by the Board of Directors, the President shall
have full power and authority on behalf of the Corporation to attend, act and
vote at any meeting of security holders of other corporations in which the
Corporation may hold securities. At such meeting the President shall possess and
may exercise any and all rights and powers incident to the ownership of such
securities which the Corporation might have possessed and exercised if it had
been present. The Board of Directors may from time to time confer like powers
upon other person or persons.

     The President, shall, unless the Board otherwise provides, be an ex officio
member of all standing committees. He shall have such general (and concurrent)
executive powers and duties of supervision and management as are usually vested
in the office of the President of a corporation.

     He shall have such other or further duties and authority as may be
prescribed elsewhere in these Bylaws or from time to time by the Board of
Directors, and the Board may from time to

                                      13
<PAGE>
 
time divide the responsibilities, duties, and authority between them to such
extent as it may deem advisable.

     44.  Vice Presidents. The Vice Presidents in the order of their seniority,
as determined by the Board, shall, in the absence, disability or inability to
act of the President, perform the duties and exercise the powers of the
President, and shall perform such other duties as the Board of Directors shall
from time to time prescribe.

     45.  The Secretary and Assistant Secretaries. The Secretary shall attend
all meetings of the Board and, except as otherwise provided for in Section 13 of
these Bylaws, all meetings of the stockholders, and shall record or cause to be
recorded all votes taken and the minutes of all proceedings in a minute book of
the corporation to be kept for that purpose. He shall perform like duties for
the executive and other standing committees when requested by the Board or such
committee to do so.

     His shall be the principal responsibility to give, or cause to be given,
notice of all meetings of the stockholders and of the Board of Directors, but
this shall not lessen the authority of others to give such notice as is
authorized elsewhere in these Bylaws.

     He shall see that all books, records, lists and information, or duplicates,
required to be maintained at the registered or some office of the Corporation in
Delaware, or elsewhere, are so maintained.

     He shall keep in safe custody the seal of the Corporation, and when duly
authorized to do so, shall affix the same to any instrument requiring it, and
when so affixed, he shall attest the same by his signature.

     He shall perform such other duties and have such other authority as may be
prescribed elsewhere in these Bylaws or from time to time by the Board of
Directors or the President, under whose direct supervision he shall be.

     He shall have the general duties, powers and responsibilities of a
Secretary of a corporation.

     The Assistant Secretaries, in the order of their seniority, in the absence,
disability or inability to act of the Secretary, shall perform the duties and
exercise the powers of the Secretary, and shall perform such other duties as the
Board may from time to time prescribe.

     46.  The Treasurer and Assistant Treasurers. The Treasurer shall have
responsibility for the safekeeping of the funds, and other valuable effects,
including securities, of the Corporation, and shall keep or cause to be kept
full and accurate accounts of receipts and disbursements in books belonging to
the Corporation. He shall keep, or cause to be kept, all other books of account
and accounting records of the Corporation, and shall deposit or cause to be
deposited all moneys and other valuable effects in the name and to the credit of
the Corporation in such depositories as may be designated by the Board of
Directors.

                                      14
<PAGE>
 
     He shall disburse, or permit to be disbursed, the funds of the Corporation
as may be ordered, or authorized generally, by the Board and shall render to the
chief executive officers of the Corporation and the directors, whenever they may
require it, an account of all his transactions as Treasurer and of those under
his jurisdiction, and of the financial condition of the corporation.

     He shall perform such other duties and shall have such other responsibility
and authority as may be prescribed elsewhere in these Bylaws or from time to
time by the Board of Directors.

     He shall have the general duties, powers and responsibility of a Treasurer
of a Corporation, and shall be the chief financial and accounting officer of the
Corporation.

     If required by the Board, he shall give the corporation a bond in a sum and
with one or more sureties satisfactory to the Board for the faithful performance
of the duties of his office, and for the restoration to the Corporation, in the
case of his death, resignation, retirement or removal from office, of all books,
papers, vouchers, money and other property of whatever kind in his possession or
under his control which belong to the Corporation.

     The Assistant Treasurers in the order of their seniority shall, in the
absence, disability or inability to act of the Treasurer, perform the duties and
exercise the powers of the Treasurer, and shall perform such other duties as the
Board of Directors shall from time to time prescribe.

INDEMNIFICATION

     47.  Indemnification of Directors, Officers, Employees and Agents.

          (a)  Directors. The Corporation shall indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit, or proceeding, whether civil, criminal, administrative
or investigative, including an action by or in the right of the Corporation, by
reason of the fact that he is or was a director 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 expenses, judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with the defense or
settlement of such action, suit or proceeding, including attorneys fees, to the
full extent permitted by Delaware General Corporation Law, as amended, Section
145.

          (b)  Officers, Employees and Agents. The Corporation may, at the
discretion of the Board of Directors, indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit, or proceeding, whether civil, criminal, administrative or
investigative, including an action by or in the right of the Corporation, by
reason of the fact that he is or was an 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 expenses, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with

                                      15
<PAGE>
 
the defense or settlement of such action, suit or proceeding, including
attorneys fees, to the full extent permitted by Delaware general Corporation
Law, as amended, Section 145.

          (c)  Expenses.

               (i)   The Corporation shall pay the director, or such person or
                     entity as the director may designate, on a continuing and
                     current basis, and in any event not later than 10 business
                     days following receipt by the Corporation of the director's
                     request for reimbursement, all expenses, including
                     attorneys fees, costs, settlements, fines and judgments
                     incurred by or levied upon the director in connection with
                     any action, suit or proceeding referred to in Section 47(a)
                     of these Bylaws.

               (ii)  To the extent that an officer, employee or agent of the
                     Corporation has been successful on the merits or otherwise
                     in defense of any action, suit or proceeding referred to in
                     Section 47(b) of these Bylaws or in defense of any claim,
                     issue or matter therein, he shall be indemnified against
                     expenses actually and reasonably incurred by such person in
                     connection therewith, including attorneys' fees.

               (iii) Expenses incurred by a director or officer in defending a
                     civil or criminal action, suit, or proceeding may be paid
                     by the Corporation in advance of the final disposition of
                     such action, suit, or proceeding upon receipt of an
                     undertaking by or on behalf of the director or officer to
                     repay such amount if it is ultimately determined that the
                     director or officer is not entitled to be indemnified by
                     the Corporation as authorized in these Bylaws. Such
                     expenses incurred by other employees and agents may be so
                     paid upon such terms and conditions, if any, as the Board
                     of Directors deems appropriate.

          (d)  Board Authorization. Any indemnification of directors, officers,
employees or agents pursuant to this Section 47, unless ordered by a court,
shall be made by the Corporation only as authorized in the specific case upon a
determination that such indemnification is proper in the circumstances because
such director, officer, employee or agent has met the applicable standard of
conduct set forth in Delaware General Corporation Law, as amended, Section 145.
Such determination shall be made by the Board of Directors by a majority vote of
a quorum consisting of directors who were not parties to the action, suit, or
proceeding, or if such a quorum is not obtainable, or even if obtainable a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion, or by the stockholders.

          (e)  Notification and Defense of Claim. Promptly after receipt by a
director, officer, employee or agent of notice of the commencement of any
action, suit or proceeding, the

                                      16
<PAGE>
 
director, officer, employee or agent will, if a claim in respect thereof is to
be made against the Corporation, notify the Corporation of the commencement
thereof. The failure to promptly notify the Corporation will not relieve the
Corporation from any liability that it may have to the director, officer,
employee or agent hereunder, except to the extent the Corporation is prejudiced
in its defense of such claim as a result of such failure. Unless otherwise
requested by the Board of Directors, written notification shall not be necessary
if the director, officer, employee or agent informs a majority of the Board of
Directors of the commencement of any such action, or, independent of such
notification by the director, officer, employee or agent, a majority of the
Board of Directors has reason to believe such action has been initiated or
threatened. With respect to any such action, suit or proceeding as to which the
director, officer, employee or agent is notified, or is deemed to have been
notified, the Corporation of the commencement thereof, the following shall
apply:

               (i)   The Corporation will be entitled to participate therein at
                     ts own expense;

               (ii)  Except as otherwise provided below, to the extent that it
                     may wish, the Corporation, jointly with any other
                     indemnifying party similarly notified, will be entitled to
                     assume the defense thereof with counsel reasonably
                     satisfactory to the director, officer, employee or agent.
                     After notice from the Corporation to the director, officer,
                     employee or agent of its election so to assume the defense
                     thereof, the Corporation will not be liable to the
                     director, officer, employee or agent for any legal or other
                     expenses subsequently incurred by the director, officer,
                     employee or agent in connection with the defense thereof
                     other than reasonable costs of investigation or unless: (A)
                     the employment of separate counsel by the director,
                     officer, employee or agent has been authorized by the
                     Corporation; (B) the director, officer, employee or agent
                     reasonably concludes that there may be a conflict of
                     interest between the Corporation and the director, officer,
                     employee or agent in the conduct of the defense of such
                     action and that such conflict may lead to exposure for the
                     director, officer, employee or agent not otherwise
                     indemnifiable and the director, officer, employee or agent
                     notifies the Corporation of such conclusion and decision to
                     employ separate counsel; or (C) the Corporation fails to
                     employ counsel to assume the defense of such action. The
                     Corporation shall not be entitled to assume the defense of
                     any action, suit or proceeding brought by or on behalf of
                     the Corporation or as to which the director, officer,
                     employee or agent reasonably makes the conclusion provided
                     for in (B) above; and

               (iii) The Corporation shall not be liable to indemnify the
                     director, officer, employee or agent for any amount paid in
                     settlement of any action or claim effected without its
                     written consent. The Corporation shall not settle any
                     action or claim in any manner

                                      17
<PAGE>
 
                     which would impose any penalty or limitation on the
                     director, officer, employee or agent without the written
                     consent of the director, officer, employee or agent.
                     Neither the Corporation nor the director, officer, employee
                     or agent will unreasonably withhold their consent to any
                     proposed settlement.

          (f)  Not Exclusive. The indemnification and advancement of expenses
provided by this Section 47 shall not be deemed exclusive of any other rights to
which those seeking indemnification or advancement of expenses may be entitled
under the Certificate of Incorporation, as amended from time to time, or any
agreement, vote of stockholders or disinterested directors or otherwise, both as
to action in an 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 a
director or officer and shall inure to the benefit of the heirs, executors and
administrators of such person.

          (g)  Further Indemnity. The Corporation shall have the power to give
any further indemnity, in addition to the indemnity authorized or contemplated
under this Section 47, to any person who is or was a director, officer, employee
or agent or to any person who 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; provided, no such
indemnity shall indemnify any person from or on account of such person's conduct
which was finally adjudged to have been knowingly fraudulent, deliberately
dishonest or willful misconduct, or if it is determined by a final judgment or
other final adjudication by a court of competent jurisdiction considering the
question of indemnification that such payment of indemnification is or would be
in violation of applicable law. The Corporation may enter into indemnification
agreements with those directors and officers of the Corporation whom the Board
of Directors authorizes, by vote of a majority of a quorum of disinterested
directors. The form of such indemnification agreement shall also be approved by
a vote of a majority of a quorum of disinterested directors.

          (h)  Insurance. The Corporation may purchase and maintain insurance on
behalf of any person who 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 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 Section 47. When, and if, the
Corporation obtains such insurance coverage, the Corporation shall not be
required to maintain such insurance coverage in effect; provided, however, that
the Corporation notifies the covered person in writing within five business days
of the making of the decision to not renew or replace such insurance policy. The
maintenance of such insurance shall not diminish, relieve or replace the
Corporation's liability for indemnification under the provisions hereof. A claim
for reimbursement hereunder, shall not be denied on the basis that such amount
may or will be covered by such insurance policy, if such payments from the
insurance company will not be made to the covered person within 10 business days
of the claim for reimbursement.

                                      18
<PAGE>
 
               (i)  Definitions.

                    (i)  For the purpose of this Section 47, references to the
                         Corporation include all constituent corporations
                         absorbed in a consolidation or merger as well as the
                         resulting or surviving corporation, so that any person
                         who is or was a director or officer of such a
                         constituent corporation or is or was serving at the
                         request of such constituent corporation as a director
                         or officer of another corporation, partnership, joint
                         venture, trust or other enterprise shall stand in the
                         same position under the provisions of this Section 47,
                         with respect to the resulting or surviving corporation
                         as he would if he had served the resulting or surviving
                         corporation in the same capacity.

                    (ii) For purposes of this Section 47, the following
                         definitions shall apply:

                         (A)  The term other enterprise shall include employee
                              benefit plans.

                         (B)  The term fines shall include any excise taxes
                              assessed on a person with respect to an employee
                              benefit plan.

                         (C)  The term serving at the request of the Corporation
                              shall include any service as a director or officer
                              of the Corporation which imposes duties on, or
                              involves services by, such director or officer
                              with respect to an employee benefit plan, its
                              participants, or beneficiaries.

                         (D)  A person who acted in good faith and in a manner
                              he reasonably believed to be in the 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.

          (j)  Rights to Indemnification. The rights granted or created hereby
shall be vested in each person entitled to indemnification hereunder as a
bargained-for, contractual condition of such person's acceptance of his election
or appointment as a director or officer of the corporation or serving at the
request of the corporation as a director or officer of any other corporation or
organization and while this Section 47 may be amended or repealed, no such
amendment or repeal shall release, terminate or adversely affect the rights of
such person under this Section 47 with respect to any act taken or the failure
to take any act by such person prior to such amendment or repeal or with respect
to any action, suit or proceeding with respect to such act or failure to act
filed after such amendment or repeal.

                                      19
<PAGE>
 
STOCK CERTIFICATES

     48.  Form, Signatures.

          (a)  The certificates representing shares of stock of the Corporation
shall be numbered, shall be in such form as may be prescribed by the Board of
Directors in conformity with law, and shall be entered in the stock books of the
Corporation as they are issued, and such entries shall show the name and address
of the person, firm, partnership, corporation or association to whom each
certificate is issued. Each certificate shall have printed, typed or written
thereon the name of the person, firm, partnership, corporation or association to
whom it is issued, and number of shares represented thereby and shall be signed
by the Chairman of the Board, Vice Chairman of the Board, President or a Vice
President, and the Treasurer or an Assistant Treasurer or the Secretary or an
Assistant Secretary of the Corporation and sealed with the seal of the
Corporation, which seal may be facsimile, engraved or printed. If the
Corporation has a registrar, a transfer agent, or a transfer clerk who actually
signs such certificates, the signature of any of the other officers above
mentioned may be facsimile, engraved or printed. In case any such officer who
has signed or whose facsimile signature has been placed upon any such
certificate shall have ceased to be such officer before such certificate is
issued, such certificate may nevertheless be issued by the Corporation with the
same effect as if such officer were an officer at the date of its issue.

          (b)  All stock certificates representing shares of stock which are
subject to restrictions on transfer or to other restrictions may have imprinted
thereon such notation to such effect as may be determined by the Board of
Directors.

     49.  Lost, Stolen or Destroyed Certificates. The Board of Directors may
direct a new certificate of stock to be issued in place of any certificate
theretofore issued by the Corporation which is claimed to have been lost, stolen
or destroyed, upon the making of an affidavit of the fact by the person claiming
the certificate to be lost, stolen or destroyed. When authorizing such issue of
a new certificate, the Board of Directors may, in its discretion and as a
condition precedent to the issuance thereof, require the owner of such lost,
stolen or destroyed certificate, or his legal representative, to advertise the
same in such manner as it shall require or to give the Corporation a bond in
such sum, or other security in such form as it may direct, as indemnity against
any claim that may be made against the Corporation with respect to the
certificate claimed to have been lost, stolen or destroyed.

     50.  Transfers of Shares, Transfer Agent, Registrar.

          (a)  Transfers of shares of stock shall be made on the stock record or
transfer books of the Corporation only by the person named in the stock
certificate, or by his attorney lawfully constituted in writing, and upon
surrender of the certificate therefor. The stock record book and other transfer
records shall be in the possession of the Secretary or of a transfer agent or
clerk for the Corporation. The Corporation, by resolution of the Board, may from
time to time appoint a transfer agent, and, if desired, a registrar, under such
arrangements and upon such terms and conditions as the Board deems advisable;
but until and unless the Board appoints some other

                                      20
<PAGE>
 
person, firm or Corporation as its transfer agent (and upon the revocation of
any such appointment, thereafter until a new appointment is similarly made) the
Secretary of the Corporation shall be the transfer agent or clerk of the
Corporation, without the necessity of any formal action of the Board, and the
Secretary shall perform all of the duties thereof.

          (b)  Upon surrender to the Corporation or any transfer agent of the
Corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the Corporation or its transfer agent to issue a new certificate to the
person entitled thereto, to cancel the old certificate and to record the
transaction upon its book.

          (c)  Except as otherwise provided by law, the Corporation shall be
entitled to recognize the exclusive right of a person who is registered on its
books as the owner of shares of its stock to receive dividends or other
distributions, to vote as such owner, and to hold liable for calls and
assessments a person who is registered on its books as the owner of shares of
its stock. The Corporation shall not be bound to recognize any equitable or
legal claim to or interest in such shares on the part of any other person.

          (d)  If a stockholder desires that notice and/or dividends shall be
sent to a name or address other than the name or address appearing on the stock
ledger maintained by the Corporation (or by the transfer agent or registrar, if
any), such stockholder shall have the duty to notify the Corporation (or the
transfer agent or registrar, if any) in writing, of such desire. Such written
notice shall specify the alternate name or address to be used.

     51.  Record Date.

          (a)  In order that the Corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or 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 less than 10 nor more than 60 days before the date of such
meeting, nor more than 60 days prior to any other action; provided, however, any
record date for determining stockholders entitled to consent to corporate
actions in writing without a meeting may not be more than 10 days after the date
upon which the resolution fixing the record date is adopted; provided, further,
any record date established by the Board of Directors may not precede the date
upon which the resolution fixing the record date is adopted.

          (b)  If no record date is fixed:

               (i)  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 day
                    on which notice is given

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                    or, if notice is waived, at the close of business on the day
                    next preceding the day on which the meeting is held.

               (ii) The record date for determining stockholders entitled to
                    express written consent to corporate action without a
                    meeting shall be:  (A) if no prior action by the Board of
                    Directors is necessary, the first date on which a signed
                    written consent setting forth the action taken is delivered
                    to the Corporation; and (B) if prior action by the Board of
                    Directors is required, the close of business on the day the
                    Board of Directors adopts the resolution taking the prior
                    action.

          (c)  A determination of stockholders of record entitled to notice of
or to vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.

GENERAL PROVISIONS

     52.  Dividends. Ordinary dividends upon the shares of the Corporation,
subject to the provisions of the Certificate of Incorporation, and of any
applicable law or statute, may be declared by the Board of Directors at any
regular or special meeting. Dividends may be paid in cash, in property, or in
shares of its stock, and to the extent and in the manner provided by law, out of
any available earned surplus or earnings of the Corporation.

     If the dividend is to be paid in shares of the Corporation's theretofore
unissued capital stock, the Board of Directors shall, by resolution, direct that
there be transferred from surplus to the capital account in respect of such
shares, an amount which is not less than the par value of the shares being
declared as a dividend. No transfer from surplus to capital shall be necessary
if shares are being distributed by the Corporation pursuant to a split-up or
division of its stock, rather than as payment of a dividend declared payable in
stock of the Corporation.

     Liquidating dividends or dividends representing a distribution of paid-in
surplus or a return of capital shall be made only when and in the manner
permitted by law.

     53.  Reserves. The Board of Directors shall have full power, subject to the
provisions of law and the Certificate of Incorporation, to determine whether
any, and if so, what part, of the funds legally available for the payment of
dividends shall be declared as dividends and paid to the stockholders of the
Corporation. The Board of Directors, in its sole discretion, may fix a sum which
may be set aside or reserved over and above the paid in capital of the
Corporation for working capital or as a reserve for any proper purpose, and may
from time to time increase, diminish or vary such fund or funds.

     54.  Checks. All checks or instruments for the payment of money and all
notes of the Corporation shall be signed by such officer or officers or such
other person or persons as the Board of Directors may from time to time
designate. If no such designation is made, and unless and until the Board
otherwise provides, the Chairman of the Board or President and Secretary, or

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the Chairman of the Board or President and Treasurer, shall have power to sign
all such instruments for, in behalf of and in the name of the Corporation, which
are executed or made in the ordinary course of the Corporation's business.

     55.  Fiscal Year. The Board of Directors shall have the paramount power to
fix, and from time to time, to change the fiscal year of the Corporation.

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

     57.  Severability. Whenever possible, each provision of these Bylaws shall
be interpreted in such a manner as to be effective and valid under applicable
law, but if any provision of these Bylaws shall be prohibited by or invalid
under applicable law, such provisions shall be ineffective only to the extent of
such prohibition without invalidating the remainder of such provision or the
remaining provisions of these Bylaws.

AMENDMENTS

     58.  Amendments. Except as otherwise provided herein, the Bylaws of the
Corporation may from time to time be repealed, amended or altered, or new Bylaws
may be adopted, in either of the following ways:

          (a)  By the affirmative vote of the holders of at lease sixty-six and
two-thirds percent of the outstanding shares of all classes of stock of the
Corporation entitled to vote in the election of directors voting as one class at
any annual or special meeting thereof; or

          (b)  By resolution adopted by a majority of the members of the Board
of Directors then in office; provided, however, that the power of the directors
to suspend, repeal, amend or otherwise alter the Bylaws or any portion thereof
may be denied as to any Bylaws or portion thereof enacted by the stockholders
pursuant to (a) above, if at the time of such enactment the stockholders shall
so expressly provide.

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