<PAGE>
                                                                       EXHIBIT 3
 
                      [BANK OF BOSTON LOGO APPEARS HERE]



                           BANK OF BOSTON CORPORATION



                            --------------------- 


                                    BY-LAWS


                            --------------------- 



                          REVISED TO OCTOBER 24, 1996



HH-895
REVISED (10/96)
<PAGE>
 


                                    BY-LAWS

                                       OF

                           BANK OF BOSTON CORPORATION


                           -------------------------- 

                               TABLE OF CONTENTS


                                   ARTICLE I

                          MEETINGS OF THE STOCKHOLDERS

<TABLE>
<CAPTION>
 
 
                                                                PAGE
                                                                ----
<S>             <C>                                              <C>
  SECTION 1.    Place of Meeting; Adjournment.................    1
  SECTION 2.    Annual Meeting................................    1
  SECTION 3.    Special Meetings..............................    1
  SECTION 4.    Notices of Meetings...........................    2
  SECTION 5.    Quorum........................................    3
  SECTION 6.    Organization..................................    4
  SECTION 7.    Voting by Stockholders; Proxies...............    4
  SECTION 8.    Inspectors....................................    5
  SECTION 9.    Action without Meeting........................    5
 
</TABLE>
                                   ARTICLE II

                               BOARD OF DIRECTORS
<TABLE>
<CAPTION>
 
<S>             <C>                                              <C>
  SECTION 1.     General Powers; Issue of Stock...............    5
  SECTION 2.     Number, Qualification, Election and Term
                  of office...................................    5
  SECTION 3.     Nominations for Director.....................    6
  SECTION 4.     Quorum and Manner of Acting..................    7
  SECTION 5.     First Meeting................................    8
  SECTION 6.     Regular Meetings.............................    8
  SECTION 7.     Special Meetings.............................    8
  SECTION 8.     Notices of Meetings..........................    8
  SECTION 9.     Organization of Meetings.....................    9
  SECTION 10.    Order of Business............................    9
  SECTION 11.    Action by Directors without a Meeting........    9
  SECTION 12.    Resignation..................................    9
  SECTION 13.    Removal......................................    9
</TABLE>
<PAGE>
 
                                       ii

<TABLE>
<CAPTION>
 
                                                                PAGE
                                                                ----
<S>              <C>                                             <C>
                                                   
  SECTION 14.    Vacancies..................................     10
  SECTION 15.    Fees and Expenses of Directors.............     10
  SECTION 16.    Validity of Acts of Directors..............     10
  SECTION 17.    Transactions with the Corporation..........     10
 
</TABLE>
                                  ARTICLE III

                                   COMMITTEES
<TABLE>
<CAPTION>
 
<S>              <C>                                             <C>
  SECTION 1.     Executive Committee........................     11
  SECTION 2.     Audit Committee............................     12
  SECTION 3.     Compensation Committee.....................     13
  SECTION 4.     Board Governance and Nominating Committee..     14
  SECTION 5.     Community Investment Committee.............     14
  SECTION 6.     Other Committees...........................     15
  SECTION 7.     Changes in Committee Membership; Filling of
                  Vacancies.................................     15
  SECTION 8.     Records of Committee Action and Board
                  of Directors' Approval....................     15
  SECTION 9.     Committee Proceedings......................     15
  SECTION 10.    Action of Committees without a Meeting.....     16
  SECTION 11.    General Authority of Committees............     16
</TABLE>
                                   ARTICLE IV

                                    OFFICERS
<TABLE>
<CAPTION>
 
<S>              <C>                                             <C>
  SECTION 1.     Titles and Qualifications..................     16
  SECTION 2.     Appointment and Terms of Office............     16
  SECTION 3.     Duties; Fidelity Bond......................     17
  SECTION 4.     The Chief Executive Officer................     17
  SECTION 5.     The Chairman of the Board..................     17
  SECTION 6      The President and Chief Operating Officer..     17
  SECTION 7.     The Vice Chairmen..........................     18
  SECTION 8.     The Executive Officers.....................     18
  SECTION 9.     The Treasurer..............................     18
  SECTION 10.    The Comptroller............................     18
  SECTION 11     The Clerk and the Secretary of the
                   Board of Directors.......................     18
  SECTION 12.    The General Auditor........................     19
  SECTION 13.    The Vice Presidents........................     19
  SECTION 14.    The Assistant Treasurers and
                  Assistant Clerks..........................     19
  SECTION 15.    Resignation................................     19
  SECTION 16.    Vacancies..................................     19
</TABLE>
<PAGE>
 
                                      iii

<TABLE> 
<CAPTION> 


                                                                 PAGE
                                                                 ----


<S>            <C>                                              <C>
  SECTION 17.  Compensation of Officers, Employees and
                Other Agents................................     20
  SECTION 18.  Designated Officer...........................     20
</TABLE> 

                                   ARTICLE V

                                     STOCK
<TABLE>
<S>            <C>                                              <C>
  SECTION 1.   Stock Certificates...........................     20
  SECTION 2.   Transfer of Stock............................     20
  SECTION 3.   Transfer Agent and Registrar;
                Regulations.................................     21
  SECTION 4.   Lost, Mutilated or Destroyed Certificates....     21
  SECTION 5.   Record Date for Determination of Stockholders'
                Rights; Close of Transfer Books.............     21
  SECTION 6.   Dividends....................................     22
  SECTION 7.   Control Share Acquisitions...................     22
</TABLE>
                                   ARTICLE VI

                               GENERAL PROVISIONS
<TABLE>
<CAPTION>
 
<S>            <C>                                              <C>
  SECTION 1.   Offices......................................     22
  SECTION 2.   Seal.........................................     22
  SECTION 3.   Fiscal Year..................................     23
  SECTION 4.   Execution of Instruments.....................     23
  SECTION 5.   Voting of Securities.........................     23
  SECTION 6.   Powers of Attorney...........................     23
  SECTION 7.   Issue of Debt Securities and
                Other Obligations...........................     24
  SECTION 8.   Corporate Records............................     24
  SECTION 9.   Indemnification of Directors, Officers
                and Others..................................     24
</TABLE>
                                  ARTICLE VII

                                   AMENDMENTS
<TABLE>
<CAPTION> 

<S>            <C>                                              <C>
  SECTION 1.   General.....................................      27
</TABLE> 
<PAGE>
 
                                       iv


                                                                PAGE
                                                                ----

                                  ARTICLE VIII

                               EMERGENCY BY-LAWS
<TABLE>
<CAPTION>
 
<S>            <C>                                              <C>
  SECTION 1.    Effective Period...........................      28
  SECTION 2.    Meetings of the Board of Directors.........      28
  SECTION 3.    Emergency Location of Head Office..........      28
  SECTION 4.    Preservation of Continuity of Management...      28
  SECTION 5.    Immunity...................................      28
  SECTION 6.    Amendment of Emergency By-Laws.............      28
</TABLE>
<PAGE>
 






                           BANK OF BOSTON CORPORATION

                                  ---------- 

                                    BY-LAWS

                                  ---------- 

                                   ARTICLE I

                          MEETINGS OF THE STOCKHOLDERS


       SECTION 1.  Place of Meeting; Adjournment.  Meetings of the stockholders
  may be held at the main office of the corporation in the City of Boston,
  County of Suffolk, Commonwealth of Massachusetts, or at such places within or
  without the Commonwealth of Massachusetts as may be specified in the notices
  of such meetings; provided, that, when any meeting is convened, the presiding
  officer, if directed by the Board of Directors, may adjourn the meeting for a
  period of time not to exceed 30 days if (a) no quorum is present for the
  transaction of business or (b) the Board of Directors determines that
  adjournment is necessary or appropriate to enable the stockholders (i) to
  consider fully information which the Board of Directors determines has not
  been made sufficiently or timely available to stockholders or (ii) otherwise
  to exercise effectively their voting rights.  The presiding officer in such
  event shall announce the adjournment and date, time and place of reconvening
  and shall cause notice thereof to be posted at the place of meeting designated
  in the notice which was sent to the stockholders, and if such date is more
  than 10 days after the original date of the meeting the Clerk shall give
  notice thereof in the manner provided in Section 4 of this Article I.

       SECTION 2.  Annual Meeting.  The annual meeting of stockholders of the
  corporation for the election of directors and the transaction of such other
  business as may properly come before the meeting shall be held on such date
  and at such time as shall be determined by the Board of Directors each year,
  which date and time may subsequently be changed at any time, including the
  year any such determination occurs.

       SECTION 3.  Special Meetings.  Except as provided in the Articles of
  Organization with respect to the ability of holders of preferred stock to call
  a special meeting in certain circumstances, special meetings of the
  stockholders may be called by the Chief Executive Officer or the Chairman of
  the Board or by a majority of the directors, and shall be called by the Clerk,
  or in case of the death, absence, incapacity or refusal of the Clerk, by any
  other officer upon the written application of stockholders who hold one
  hundred percent in interest of the capital stock of the corporation entitled
  to be voted at the proposed meeting.  Such request shall state the purpose or
  purposes of the proposed meeting and may designate the place, date and hour of
  such meeting; provided, however, that no such request shall designate a date
  not a full business day or an hour not within normal business hours as the
  date or hour of such meeting.
<PAGE>
 
                                      -2-

       As used in these By-Laws, the expression business day means a day other
  than a day which, at a particular place, is a public holiday or a day other
  than a day on which banking institutions at such place are allowed or
  required, by law or otherwise, to remain closed.

       SECTION 4.  Notices of Meetings.  A printed notice of the place, date and
  hour and stating the purposes of each meeting of the stockholders shall be
  given by the Clerk (or other person authorized by law or these By-Laws) at
  least l0 days before the date fixed for the meeting to each stockholder
  entitled to vote at such meeting, and to each other stockholder who, under the
  Articles of Organization or these By-Laws, is entitled to such notice, by
  leaving such notice with him or her at his or her residence or usual place of
  business, or by mailing such notice by mail, postage prepaid and addressed to
  such stockholder at his or her address as it appears in the records of the
  corporation.  Such further notice shall be given by publication or otherwise,
  as may be required by law or as may be ordered by the Board of Directors.  No
  notice need be given to any stockholder if such stockholder, or his or her
  authorized attorney, waives such notice by a writing executed before or after
  the meeting and filed with the records of the meeting or by his or her
  presence, in person or by proxy, at the meeting.

       It shall be the duty of every stockholder to furnish to the Clerk of the
  corporation or to the transfer agent, if any, of the class of stock owned by
  such stockholder, his or her post office address and to notify the Clerk or
  the transfer agent of any change therein.

       No business may be transacted at a meeting of the stockholders except
  that (a) specified in the notice thereof given by or at the direction of the
  Board of Directors or in a supplemental notice given by or at the direction of
  the Board of Directors and otherwise in compliance with the provisions hereof,
  (b) brought before the meeting by or at the direction of the Board of
  Directors or the presiding officer or (c) properly brought before the meeting
  by or on behalf of any stockholder who shall have been a stockholder of record
  at the time of giving of notice by such stockholder provided for in this
  paragraph and who shall continue to be entitled at the time of such meeting to
  vote thereat and who complies with the notice procedures set forth in this
  paragraph with respect to any business sought to be brought before the meeting
  by or on behalf of such stockholder other than the election of directors and
  with the notice provisions set forth in Section 3 of Article II with respect
  to the election of directors.  In addition to any other applicable
  requirements, for business to be properly brought before a meeting by or on
  behalf of a stockholder (other than a stockholder proposal included in the
  corporation's proxy statement pursuant to Rule 14a-8 under the Securities
  Exchange Act of 1934, as amended (the "Exchange Act")), the stockholder must
  have given timely notice thereof in writing to the Clerk of the corporation.
  In order to be timely given, a stockholder's notice must be delivered to or
  mailed and received at the principal executive offices of the corporation (a)
  not less than 75 nor more than 125 days prior to the anniversary date of the
  immediately preceding annual meeting of stockholders of the corporation or (b)
  in the case of a special meeting or in the event that the annual meeting is
  called for a date (including any change in a date determined by the Board
  pursuant to Section 2 of this Article I) more than 75 days prior to such
  anniversary date, notice by the stockholder to be timely given must be so
<PAGE>
 
                                      -3-

  received not later than the close of business on the 20th day following the
  day on which notice of the date of such meeting was mailed or public
  disclosure of the date of such meeting was made, whichever first occurs.  Such
  stockholder's notice to the Clerk shall set forth as to each matter the
  stockholder proposes to bring before the meeting (a) a brief description of
  the business desired to be brought before the meeting and the reasons for
  conducting such business at the meeting, (b) the name and record address of
  the stockholder proposing such business, (c) the class and number of shares of
  capital stock of the corporation held of record, owned beneficially and
  represented by proxy by such stockholder as of the record date for the meeting
  (if such date shall then have been made publicly available) and as of the date
  of such notice by the stockholder and (d) all other information which would be
  required to be included in a proxy statement or other filings required to be
  filed with the Securities and Exchange Commission if, with respect to any such
  item of business, such stockholder were a participant in a  solicitation
  subject to Regulation 14A under the Exchange Act (the "Proxy Rules").  In the
  event the proposed business to be brought before the meeting by or on behalf
  of a stockholder relates or refers to a proposal or transaction involving the
  stockholder or a third party which, if it were to have been consummated at the
  time of the meeting, would have required of such stockholder or third party or
  any of the affiliates of either of them any prior notification to, filing
  with, or any orders or other action by, any governmental authority, then any
  such notice to the Clerk shall be accompanied by appropriate evidence of the
  making of all such notifications or filings and the issuance of all such
  orders and the taking of all such actions by all such governmental
  authorities.

       Notwithstanding anything in these By-Laws to the contrary, no business
  shall be conducted at any meeting except in accordance with the procedures set
  forth in this Section 4; provided, however, that nothing in this Section 4
  shall be deemed to preclude discussion by any stockholder of any business
  properly brought before such meeting.

       The presiding officer of the meeting may, if the facts warrant, determine
  and declare to the meeting that business was not properly brought before the
  meeting in accordance with the foregoing procedures, and if he or she should
  so determine, he or she shall so declare to the meeting and that business
  shall be disregarded.

       SECTION 5.  Quorum.  At all meetings of the stockholders, the holders of
  record of a majority in interest of all stock issued, outstanding and entitled
  to vote thereat, or, if two or more classes of stock are issued, outstanding
  and entitled to vote as separate classes, a majority in interest of each
  class, present in person or represented by proxy, shall constitute a quorum
  requisite for the transaction of business, except as otherwise provided by
  law, by the Articles of Organization or by these By-Laws.  Stock of the
  corporation owned directly or indirectly by the corporation, if any, other
  than shares of stock held in a fiduciary capacity shall not be deemed
  outstanding for this purpose.  If a quorum is not present or represented at
  any meeting of the stockholders, the stockholders present or represented and
  entitled to vote thereat, present in person or represented by proxy, by a
  majority vote, shall have the power to adjourn the meeting from time to time
  without notice other than announcement at the meeting until the requisite
  amount of voting stock shall be present or represented.  At any adjourned
  meeting at which a quorum is present or represented, any business may be
  transacted
<PAGE>
 
                                      -4-

  which might have been transacted at the meeting as first convened had there
  been a quorum. The stockholders present at a duly organized meeting may
  continue to transact business until adjournment notwithstanding the withdrawal
  of one or more stockholders or their proxy or proxies so as to leave less than
  a quorum present or represented.

       SECTION 6.  Organization.  At every meeting of the stockholders, the
  Chief Executive Officer or the Chairman of the Board or, in their absence, the
  President, or in the absence of all such officers, a person chosen by majority
  vote of the stockholders entitled to vote thereat, present in person or
  represented by proxy, shall act as chairman; and the Clerk, or in his or her
  absence, any Assistant Clerk, or in the absence of all such officers, any
  person present appointed by the chairman shall act as secretary of the
  meeting.  The secretary of the meeting need not be sworn.

       SECTION 7.  Voting by Stockholders; Proxies.  Except as otherwise
  provided by law or the Articles of Organization, at all meetings of
  stockholders each stockholder shall have one vote for each share of stock
  entitled to vote and registered in his or her name.  Any stockholder may vote
  in person or by proxy dated not more than six months prior to the meeting and
  filed with the secretary of the meeting.  Every proxy shall be in writing,
  executed by a stockholder or his or her authorized attorney-in-fact, and
  dated.  A proxy need not be sealed, witnessed or acknowledged.  A proxy with
  respect to stock held in the name of two or more persons shall be valid if
  executed by any one of them unless at or prior to exercise of the proxy the
  corporation receives a specific written notice to the contrary from any one of
  them.  No proxy shall be valid after the final adjournment of the meeting.

       The attendance at any meeting of a stockholder who has therefore given a
  proxy shall not have the effect of revoking the same unless the stockholder so
  attending shall, in writing, so notify the secretary of the meeting at any
  time prior to the voting of the proxy.

       The corporation shall not, directly, or indirectly, vote any of its own
  stock other than shares of stock held in a fiduciary capacity.  Any shares
  disqualified from being voted shall not be counted in determining the
  proportion of or the number of shares or votes required to pass or to vote
  upon or to consent or assent to any matter.

       Prior to each meeting of stockholders, the Clerk shall make or cause to
  be made a full, true and complete list, in alphabetical order, of stockholders
  entitled to notice of and to vote at the meeting showing the number of shares
  of each class having voting rights held of record by each.  When a
  determination of stockholders entitled to vote at any meeting has been made as
  provided by law, such determination shall apply to any adjournment of such
  meeting, except when the determination has been made by the closing of the
  transfer books and the stated period has expired.

       At all meetings of stockholders, all questions, except as otherwise
  expressly provided by law or the Articles of Organization or these By-Laws,
  shall be determined by a majority vote of the stockholders entitled to vote
  thereon who are present in person or represented by proxy, or, if two or more
  classes of stock are entitled to vote
<PAGE>
 
                                      -5-

  as separate classes, a majority vote of the stockholders of each class,
  present in person or represented by proxy. Except as otherwise expressly
  provided by law, the Articles of Organization or these By-Laws, at all
  meetings of stockholders the voting shall be by show of hands or voice vote,
  but any qualified voter may demand a stock vote, by shares of stock, upon any
  question, whereupon such stock vote shall be taken by ballot, each of which
  shall state the name of the stockholder voting and the number of shares voted
  by him or her, and, if such ballot be cast by a proxy, it shall also state the
  name of the proxy. All elections shall be decided by plurality vote.

       SECTION 8.  Inspectors.  At each meeting of the stockholders, the polls
  shall be opened and closed by the proxies and ballots shall be received and
  taken in charge by and all questions touching on the qualifications of voters
  and the validity of proxies and the acceptance and rejection of votes shall be
  decided by two inspectors.  Such inspectors shall be appointed by the Board of
  Directors before or at the meeting, or, if no such appointment shall have been
  made, then by the presiding officer at the meeting.  If for any reason any
  inspector previously appointed shall fail to attend or refuse or be unable to
  serve, an inspector in place of the one so failing to attend or refusing or
  unable to serve shall be appointed, either by the Board of Directors or by the
  presiding officer at the meeting.  No director or candidate for the office of
  director shall be appointed an inspector.  The inspectors shall file with the
  Clerk or other secretary of the meeting a certificate setting forth the
  results of each vote taken by ballot at the meeting.

       SECTION 9.  Action without Meeting.  Any action which may be taken by
  stockholders may be taken without a meeting if all stockholders entitled to
  vote on the matter consent to the action by a writing filed with the records
  of the meetings of stockholders.  Any such consent shall be treated for all
  purposes as a vote at a meeting and may be described as such in any
  certificate or other document filed with or furnished to any public official,
  governmental agency or other person having dealings with the corporation.

                                   ARTICLE II

                               BOARD OF DIRECTORS

       SECTION 1.  General Powers; Issue of Stock.  The property and business of
  the corporation shall be managed by the Board of Directors which may exercise
  all powers of the corporation except such powers as are by law or by the
  Articles of Organization or by these By-Laws conferred upon or reserved to the
  stockholders.  The Board of Directors and the Executive Committee shall have
  power to issue and sell or otherwise dispose of such shares of the
  corporation's authorized but unissued capital stock to such persons and at
  such times and for such consideration and upon such terms as it shall
  determine from time to time.

       SECTION 2.  Number, Qualification, Election and Term of Office.  The
  Board of Directors shall be composed of not less than three nor more than
  thirty-five directors.  Within the limits specified, the number of directors
  shall be determined from time to time by vote of a majority of the entire
  Board; provided, however, that no decrease in the
<PAGE>
 
                                      -6-

  number of directors constituting the entire Board of Directors made pursuant
  to this Section 2 shall shorten the term of any incumbent director. The Board
  of Directors shall be divided into three classes, as nearly equal in number as
  possible. The Directors need not be stockholders. To be nominated to serve or
  to serve as a director, an individual must be eligible to serve as a director
  both at the time the Board of Directors votes to nominate such individual or
  receives notice in accordance with Section 3 of this Article of a
  stockholder's intent to nominate such individual and at the time of such
  election, and the stockholder making such nomination (and any party on whose
  behalf or in concert with whom such stockholder is acting) must be qualified
  at the time of making such nomination to have such individual serve as the
  nominee of such stockholder (and any party on whose behalf or in concert with
  whom such stockholder is acting) if such individual is elected. At each annual
  meeting of stockholders, the successors to the class of directors whose term
  expires at that meeting shall be elected to hold office for a term continuing
  until the annual meeting held in the third year following the year of their
  election and until their successors are duly elected and qualified or until
  their earlier resignation, death or removal; provided, that in the event of
  failure to hold such an annual meeting or to hold such election at such
  meeting, the election of directors may be held at any special meeting of the
  stockholders called for that purpose. Directors, except those appointed by the
  Board of Directors to fill vacancies, shall be elected by a plurality vote of
  the stockholders, voting by ballot either in person or by proxy. As used in
  these By-Laws, the expression "entire Board" means the number of directors in
  office at a particular time.

       SECTION 3.  Nominations for Director.  Only persons who are nominated in
  accordance with the following procedures shall be eligible for election as
  directors, except as provided in the Articles of Organization with respect to
  nominations by holders of preferred stock in certain circumstances.
  Nominations of persons for election to the Board of Directors at the annual
  meeting may be made at the annual meeting of stockholders (a) by the Board of
  Directors or at the direction of the Board of Directors by any nominating
  committee or person appointed by the Board or (b) by any stockholder of record
  at the time of giving of notice provided for in this Section 3 and who shall
  continue to be entitled at the time of the meeting to vote for the election of
  directors at the meeting who complies with the notice procedures set forth in
  this Section 3 rather than the notice procedures with respect to other
  business set forth in Section 4 of Article I.  Nominations by stockholders
  shall be made only after timely notice by such stockholder in writing to the
  Clerk of the corporation.  In order to be timely given, a stockholder's notice
  shall be delivered to or mailed and received at the principal executive
  offices of the corporation not less than 75 nor more than 125 days prior to
  the anniversary date of the immediately preceding annual meeting of
  stockholders of the corporation; provided, however, that in the event that the
  meeting is called for a date, including any change in a date determined by the
  Board pursuant to Section 2 of Article I, more than 75 days prior to such
  anniversary date, notice by the stockholder to be timely given must be so
  received not later than the close of business on the 20th day following the
  day on which notice of the date of the meeting was mailed or public disclosure
  of the date of the meeting was made, whichever first occurs.  Such
  stockholder's notice to the Clerk shall set forth (a) as to each person whom
  the stockholder proposes to nominate for election or re-election as a
  director, (i) the name, age, business address and residence address of the
  person, (ii) the principal
<PAGE>
 
                                      -7-

  occupation or employment of the person, (iii) the class and number of shares
  of capital stock of the corporation, if any, which are beneficially owned by
  the person, (iv) any other information regarding the nominee as would be
  required to be included in a proxy statement or other filings required to be
  filed pursuant to the Proxy Rules, and (v) the consent of each nominee to
  serve as a director of the corporation if so elected; and (b) as to the
  stockholder giving the notice, (i) the name and record address of the
  stockholder, (ii) the class and number of shares of capital stock of the
  corporation which are beneficially owned by the stockholder as of the record
  date for the meeting (if such date shall then have been made publicly
  available) and as of the date of such notice, (iii) a representation that the
  stockholder intends to appear in person or by proxy at the meeting to nominate
  the person or persons specified in the notice, (iv) a representation that the
  stockholder (and any party on whose behalf or in concert with whom such
  stockholder is acting) is qualified at the time of giving such notice to have
  such individual serve as the nominee of such stockholder (and any party on
  whose behalf or in concert with whom such stockholder is acting) if such
  individual is elected, accompanied by copies of any notification or filings
  with, or orders or other actions by, any governmental authority which are
  required in order for such stockholder (and any party on whose behalf such
  stockholder is acting) to be so qualified, (v) a description of all
  arrangements or understandings between such stockholder and each nominee and
  any other person or persons (naming such person or persons) pursuant to which
  the nomination or nominations are to be made by such stockholder and (vi) such
  other information regarding such stockholder as would be required to be
  included in a proxy statement or other filings required to be filed pursuant
  to the Proxy Rules. The corporation may require any proposed nominee to
  furnish such other information as may reasonably be required by the
  corporation to determine the eligibility of such proposed nominee to serve as
  director. No person shall be eligible for election as a director unless
  nominated in accordance with the procedures set forth herein.

       The presiding officer of the meeting may, if the facts warrant, determine
  and declare to the meeting that a nomination was not made in accordance with
  the foregoing procedures, and if he or she should so determine, he or she
  shall so declare to the meeting and the defective nomination shall be
  disregarded.

       SECTION 4.  Quorum and Manner of Acting.  One-third of the directors in
  office (but in no event fewer than two) shall constitute a quorum for the
  transaction of business at any meeting and, except as otherwise provided by
  law or these By-Laws, the act of a majority of the directors present at any
  meeting at which a quorum is present shall be the act of the Board of
  Directors.  Directors shall be deemed present at a meeting when present in
  person or by means of a conference telephone or similar communications
  equipment by means of which all persons participating in the meeting can hear
  each other at the same time.  In the absence of a quorum, a majority of the
  directors present, or if only two directors are present, either director, or
  the sole director present, may adjourn any meeting to a day certain or from
  time to time until a quorum is present.  At any adjourned meeting at which a
  quorum is present, any business may be transacted which might have been
  transacted if the meeting had been held when originally called.  A director
  may not vote or otherwise act by proxy.
<PAGE>
 
                                      -8-

       SECTION 5.  First Meeting.  The Board of Directors elected at any annual
  meeting of stockholders shall meet at the Head Office of The First National
  Bank of Boston in the City of Boston and Commonwealth of Massachusetts, or at
  such other location as the Board may determine,  promptly after the final
  adjournment of such meeting or as soon as practicable (but not more than 30
  days) thereafter for purposes of organization, the election of officers for
  the succeeding year and the transaction of other business.  No notice of such
  meeting need be given.

       SECTION 6.  Regular Meetings.  Except for the first meeting of the Board
  of Directors to be held immediately following the annual election of
  directors, regular meetings of the Board of Directors shall be held on the
  fourth Thursday in each month, except the month in which the annual election
  of directors is held, at one o'clock in the afternoon in the directors' room
  at the Head Office of The First National Bank of Boston in the City of Boston,
  or at such other time or at such other place, or both, as shall be designated
  in the notice of meeting given to the directors as provided in these By-Laws.
  If the day designated for a regular meeting of the Board of Directors would
  not be a business day (as defined in Section 3 of Article I of these By-Laws)
  at the place where the meeting is to be held, then the meeting shall be held
  on such other business day as the Board of Directors may have previously
  designated, or if no such day shall have been designated, the meeting shall be
  held on the first business day at such place preceding the date originally
  designated for such meeting.  Any regular meeting of the Board of Directors
  may be dispensed with by an appropriate vote passed by the Board of Directors
  at any prior meeting.

       SECTION 7.  Special Meetings.  Special meetings of the Board of Directors
  may be called by the Chief Executive Officer and shall be called by the Clerk
  at the written request of three or more directors.  Special meetings of the
  Board of Directors may be held at such place and time as may be designated in
  the call of the meeting.

       SECTION 8.  Notices of Meetings.  Notice of the time and place of each
  regular or special meeting of the Board of Directors shall be given to each
  director at least 48 hours before such meeting if delivered personally or sent
  by mail or at least 24 hours before such meeting if given by telephone, telex,
  telegraph or other electronic means.  Notice by mail shall be deemed to be
  given when deposited in the post office or a letter box in postage-paid sealed
  wrappers or when transmitted by telegraph or telex, and addressed separately
  to each director at his or her address appearing on the records of the
  corporation.  Notices of meetings of the Board of Directors need not include a
  statement of the business to be transacted thereat unless required by law or
  these By-Laws.  No notice of any adjourned meeting of the Board of Directors
  need be given other than by announcement at the session of the meeting which
  is being adjourned.  Failure to give any such notice of any meeting, or any
  irregularity in the notice thereof, shall not invalidate any proceedings taken
  thereat if a quorum is present and if all absent directors, either before or
  after the meeting, shall sign a waiver of notice or a consent to the holding
  of such meeting or an approval of the minutes thereof.  All such waivers,
  consents and approvals shall be filed with the minutes of the meetings to
  which they relate.
<PAGE>
 
                                      -9-

       SECTION 9.  Organization of Meetings.  At each meeting of the Board of
  Directors, the Chairman of the Board or, in his or her absence, the Chief
  Executive Officer or, in their absence, an officer designated by the Chief
  Executive Officer, or in the absence of all such officers, a director chosen
  by a majority of the directors present shall act as chairman.  The Clerk, or,
  in his or her absence, any person appointed by the chairman, shall act as
  secretary of the meeting and keep minutes of the proceedings.  The secretary
  of the meeting need not be sworn.

       SECTION 10.  Order of Business.  At all meetings of the Board of
  Directors, business shall be transacted in the order determined by the
  chairman of the meeting, subject to approval of the directors present thereat.

       SECTION 11.  Action by Directors without a Meeting.  Unless otherwise
  restricted by the Articles of Organization or these By-Laws, any action
  required or permitted to be taken at any meeting of the Board of Directors or
  of any committee thereof may be taken without a meeting, if a written consent
  thereto is signed by all members of the Board of Directors or of such
  committee, as the case may be, and such written consent is filed with the
  minutes of proceedings of the Board of Directors or of such committee.  Any
  such consent shall be treated for all purposes as a vote duly adopted by the
  Board of Directors or such committee at a meeting and may be described as such
  in any certificate or other document filed with or furnished to any public
  official, governmental agency or other person having dealings with the
  corporation.

       SECTION 12.  Resignation.  Any director may resign at any time by giving
  written notice of his or her resignation to the Chairman of the Board or the
  Chief Executive Officer or the Clerk.  Such resignation shall take effect upon
  its receipt or at any later date specified therein; and unless otherwise
  specified therein, the acceptance of such resignation shall not be necessary
  to make it effective.

       SECTION 13.  Removal.  A director may be removed by the affirmative vote
  of a majority of the shares outstanding and entitled to vote in the election
  of directors only for cause.  A director may be removed for cause only after
  reasonable notice and opportunity to be heard before the stockholders.  For
  such time as the corporation is subject to paragraph (a) of Section 50A of
  Chapter 156B of the Massachusetts General Laws, "cause" with respect to the
  removal of any director by the stockholders shall mean only (a) conviction of
  a felony, (b) declaration of unsound mind by order of court, (c) gross
  dereliction of duty, (d) commission of an action involving moral turpitude, or
  (e) commission of an action which constitutes intentional misconduct or a
  knowing violation of law if such action in either event results both in an
  improper substantial personal benefit and a material injury to the
  corporation.

       If at any time the corporation shall no longer be subject to paragraph
  (a) of Section 50A of Chapter 156B of the Massachusetts General Laws, (a) a
  director may be removed from office with or without cause by the vote of the
  holders of a majority of the shares entitled to vote in the election of
  directors and may be removed from office with cause by vote of a majority of
  the directors then in office, and (b) a director may be removed for cause only
  after reasonable notice and opportunity to be heard before the body proposing
  to remove him or her.
<PAGE>
 
                                      -10-

       SECTION 14.  Vacancies.  The Board of Directors may act notwithstanding a
  vacancy or vacancies in its membership; but if the office of any director
  shall become vacant by reason of an increase in size of the Board of
  Directors, or the death, resignation, disqualification or removal of a
  director or otherwise, such vacancy or vacancies shall be filled solely by the
  affirmative vote of a majority of the remaining directors then in office, even
  though less than a quorum.  Any director elected in accordance with this
  Section 14 shall hold office for the remainder of the full term of the class
  of directors in which the vacancy occurred or the new directorship was created
  and until his or her successor shall have been elected and qualified or until
  his or her earlier resignation, death or removal.

       SECTION 15.  Fees and Expenses of Directors.  Each director who is not an
  officer or employee of the corporation or any of its affiliates may be paid
  such fees for his or her services and for attendance at meetings of the Board
  of Directors or of any committee thereof as the Board of Directors may
  determine from time to time to be appropriate.  Such fees may be payable
  currently or on a deferred basis.  In addition, each such director shall be
  entitled to reimbursement for reasonable expenses incurred by him or her in
  order to attend meetings of the Board of Directors and committees thereof or
  otherwise in connection with the performance of his or her duties as a
  director.

       SECTION 16.  Validity of Acts of Directors.  All action taken by any
  meeting of the Board of Directors or of a committee of the directors or by any
  person acting as a director shall, notwithstanding that it shall afterwards be
  discovered that there was some defect in the election or appointment or
  continuance in office of any such director or person acting as a director, or
  that they or any of them were disqualified, or had vacated office, or were not
  entitled to vote in relation to the matter acted upon, be as valid as if such
  person had been duly elected or appointed, had continued in office and was
  qualified to be a director and entitled to vote on such matter.

       SECTION 17.  Transactions with the Corporation.  No contract or other
  transaction between the corporation and one or more of its directors or
  between the corporation or any other corporation, partnership, voluntary
  association, trust or other organization of which any of its directors is a
  director or officer or in which he or she has any financial interest shall be
  void or voidable for this reason or because any such director is present at or
  participates in the meeting of the Board of Directors or of the committee
  thereof which authorizes the contract or transactions or because his or her
  vote is counted for such purpose (a) if the material facts as to the contract
  or transaction and as to his or her relationship or interest are disclosed to
  the Board of Directors or such committee and the Board of Directors or such
  committee in good faith authorizes the contract or transaction by the
  affirmative votes of a majority of disinterested directors even though the
  disinterested directors be less than a quorum or (b) if the material facts as
  to the contract or transaction and as to his or her relationship or interest
  are disclosed or are known to the shareholders entitled to vote thereon and
  the contract or transaction is specifically approved in good faith by vote of
  the shareholders or (c) if the contract or transaction is fair and reasonable
  as to the corporation as of the time it is authorized, approved or ratified by
  the Board of Directors, such committee or the shareholders.  Common or
  interested directors may
<PAGE>
 
                                      -11-

  be counted in determining the presence of a quorum at a meeting of the Board
  of Directors or of a committee thereof which authorizes the contract or
  transaction.

                                  ARTICLE III

                                   COMMITTEES

       SECTION 1.  Executive Committee.  There shall be an Executive Committee
  composed of the Chairman of the Board, the Chief Executive Officer and such
  number of other directors as the Board of Directors may appoint from time to
  time by resolution passed by the vote of a majority of the entire Board.  The
  Board of Directors may also, from time to time, by similar resolution, appoint
  one or more alternate members of the Executive Committee who may attend and
  act in the place of any absent or disqualified member or members of the
  Executive Committee at any meeting thereof.  Subject to the provisions of
  Section 6 of this Article III, the term of office of any appointed member or
  alternate member of the Executive Committee shall expire on the date specified
  in the resolution of appointment or any earlier date on which he or she ceases
  to be a director.  Any director who has served as a member or alternate member
  of the Executive Committee shall be eligible for reappointment to a new term
  of office.  At all meetings of the Executive Committee, the Chief Executive
  Officer or, in his or her absence, an officer designated by the Chief
  Executive Officer, or in the absence of such a designation, a director chosen
  by a majority of the directors present shall preside.

       During the intervals between meetings of the Board of Directors, the
  Executive Committee, unless expressly provided otherwise by law or these By-
  Laws, shall have and may exercise all the authority of the Board of Directors,
  except that it shall not be entitled to

          (i)     change the principal office of the corporation;

          (ii)    amend or repeal these By-Laws or to adopt new by-laws;

          (iii)   elect officers required by law to be elected by the
       stockholders or directors or to fill vacancies in any such offices;

          (iv)    change the number of the Board of Directors or to fill
       vacancies in the Board of Directors;

          (v)     remove officers or directors from office;

          (vi)    fix the remuneration of any director for serving on the Board
       of Directors or any Committee thereof or for services to the corporation
       in any other capacity;

          (vii)   authorize the payment of any dividend or distribution to
       stockholders;

          (viii)  authorize the reacquisition for value of stock of the
       corporation; or
<PAGE>
 
                                      -12-

          (ix)    authorize a merger of a subsidiary entity into the
       corporation.

       In addition to its other duties, the Executive Committee shall establish
  the quarterly provision and reserve for credit losses, make  recommendations
  concerning  dividends   and shall be available to the Chief Executive Officer,
  at his discretion, to discuss strategic opportunities.

        The action taken by the Executive Committee at each meeting shall be
  reported to the Board of Directors and shall be subject to alteration or
  repeal by the latter, provided that no alteration or repeal by the Board of
  Directors of action taken by the Executive Committee shall prejudice the
  rights or acts of any third person.

       The Executive Committee shall hold meetings at such times and places and
  upon such notice as it may from time to time determine.  Other meetings of the
  Executive Committee may be called at any time by the Chief Executive Officer
  or by any two members of the Executive Committee or by the Secretary of the
  Board of Directors at the written request of the person or persons entitled to
  call such a meeting.

       SECTION 2.  Audit Committee.  There shall be an Audit Committee composed
  of such number of directors (not less than three) as the Board of Directors,
  by resolution passed by the vote of a majority of the entire Board may
  appoint, none of whom shall be an employee of the corporation.

       The duties of the Audit Committee shall be

          (a) to recommend to the Board of Directors for approval by the
       stockholders the appointment of a firm of independent public accountants
       ("the Auditors") to audit the accounts of the corporation and such of its
       subsidiaries as the Committee may recommend for the financial year in
       respect of which such appointment is made;

          (b) to make, or cause to be made by the Auditors, such examinations or
       audits of the affairs and operations of the corporation or of any one or
       more of its subsidiaries, of such scope, with such objects, and at such
       times or intervals as the Committee may determine in its discretion or as
       may be ordered by the Board of Directors or the Executive Committee;

          (c) to submit to the Board of Directors as soon as may be convenient
       following the conclusion of each examination or audit made by or at the
       direction of the Committee, a written report relative thereto;

          (d) to oversee the activities of the General Auditor and his or her
       staff.  The Committee shall also be responsible for conducting periodic
       performance evaluations and establishing the compensation of the General
       Auditor; and
<PAGE>
 
                                      -13-

          (e) to review matters associated with internal control and the
       management of risk.

       A notation with respect to each report made to the Board of Directors by
  the Audit Committee and of the action taken thereon by the Board of Directors
  shall be made in the minutes of the latter.

       SECTION 3.  Compensation Committee.  There shall be a Compensation
  Committee composed of such number of directors as the Board of Directors, by
  resolution passed by vote of a majority of the entire Board, may appoint, none
  of whom shall be an employee of the corporation or any subsidiary.

       The duties of the Compensation Committee shall be

     (a) to review the Corporation's overall executive compensation strategy;

     (b) to review the design and administration of executive compensation and
         incentive plans and employee benefit plans, including ensuring that all
         plans are consistent with the Corporation's strategy and budget;

     (c) to review all new equity-related plans for executive officers and
         Directors prior to submission to stockholders;

     (d) to make recommendations to the Board of Directors on new corporate-wide
         benefit plans or any material changes to existing plans;

     (e) to execute as it sees fit from time to time the powers and to discharge
         the duties vested in it from time to time by the terms of any pension
         or other benefit plan or arrangement affecting directors or employees
         of the corporation;

     (f) to review the compensation of the Chief Executive Officer, the
         President and the Chairman of the Board and that of other employee
         Directors and to make recommendations to the Board of Directors;

     (g) to review and approve the recommendations of the Chief Executive
         Officer on compensation for key executive officers;

     (h) to review diversity representation at the senior and mid-management
         level;

     (i) to conduct an annual evaluation of the Chief Executive Officer;

     (j) to review succession and development plans for Executive Management and
         the Chief Executive Officer;

     (k) to review candidate assessment and selection for key executive officer
         positions;

     (l) to review major organizational changes proposed by the Chief Executive
         Officer, as appropriate; and

     (m) to perform such functions as may be assigned to it from time to time by
         the Board of Directors.
<PAGE>
 
                                      -14-

  SECTION 4.  Board Governance and Nominating Committee.  There shall be a Board
  Governance and Nominating Committee composed of such number of directors (no
  more than two of which may be members of Executive Management)  as the Board
  of Directors, by resolution passed by vote of a majority of the entire Board,
  may appoint.  The Chief Executive Officer shall serve as a member of the
  Committee.

     The duties of this Committee shall be

      (a) to review the size and composition of the Board of Directors and the
      tenure of directors;

      (b) to recommend criteria for qualifications for Board membership, such as
      experience, affiliations, and personal characteristics;

      (c) to review the qualifications of individual nominees for director as
      recommended by the Chief Executive Officer or by a stockholder and to make
      recommendations to the Board of Directors;

      (d) to review the composition of the committees as recommended by the
      Chief Executive Officer;

      (e) to review the compensation and benefits of non-employee Directors and
      to make recommendations to the Board of Directors; and

      (f) to evaluate the effectiveness of the Board of Directors;

      (g) to evaluate the responsibilities and effectiveness of Board Committees
      and to make recommendations to the Board with respect thereto;

      (h) to perform such other functions as may be assigned to it from time to
      time by the Board of Directors.

       SECTION 5.  Community Investment Committee.  The Board of Directors may
  from time to time appoint a Community Investment Committee composed of not
  less than three nor more than five directors.

       The duties of the Committee shall be from time to time to review and
  evaluate the policies established by the corporation's subsidiary banks
  relating to the discharge by the subsidiary banks of their responsibilities
  under the Community Reinvestment Act of 1977, as amended (Section 2901 et seq.
  of Title 12 of the United States Code) and regulations thereunder, or any
  other applicable Federal or state law or regulations thereunder relating to
  substantially the same subject as the Community Reinvestment Act of 1977, as
  amended, and oversee the implementation of such policies by the corporation's
  subsidiary banks and make reports to the Board of Directors from time to time
  of its findings and recommendations.
<PAGE>
 
                                      -15-

       SECTION 6.  Other Committees.  The Board of Directors may, from time to
  time, by resolution passed by the vote of a majority of the entire Board,
  constitute such other standing or special committees as it deems desirable and
  may dissolve any such committee by like resolution at its pleasure.  Each such
  committee shall have such authority and perform such duties not inconsistent
  with law and these By-Laws as may be assigned to it by the Board of Directors.
  Vacancies in any such committee shall be filled by resolution passed by the
  vote of a majority of the entire Board.  No such committee shall be granted or
  shall exercise any authority which shall have been delegated to another
  committee by these By-Laws or by resolution of the Board of Directors or
  which, in the absence of such delegation, could not be exercised by the
  Executive Committee.

       SECTION 7.  Changes in Committee Membership; Filling of Vacancies.  The
  Board of Directors by resolution passed by a vote of the majority of the
  entire Board may at any time or from time to time

          (a) increase or reduce the number of members of any committee, within
       any applicable limits imposed by these By-Laws,

          (b) remove any member from any committee,

          (c) appoint a director to fill a vacancy in, or to be an additional
       member of, any committee, and

          (d) discharge any committee except a standing committee established
       pursuant to this Article III.

       SECTION 8.  Records of Committee Action and Board of Directors' Approval.
  Each committee appointed by the Board of Directors shall keep a record of its
  acts and proceedings which shall be open for inspection at any time by any
  director.  Such record shall be submitted to the Board of Directors at such
  time or times as may be required by these By-Laws or as may be requested by
  the Board of Directors.  Failure to submit such record, or failure of the
  Board of Directors to approve any action indicated therein shall not
  invalidate any action otherwise lawful, to the extent that it has been carried
  out by the corporation prior to the time the record of such action was, or
  should have been, submitted to the Board of Directors as herein provided.  The
  action of the Board of Directors at any meeting with respect to action taken
  by any standing committee shall be recorded in the minutes of the meeting.

       SECTION 9.  Committee Proceedings.  In the absence of specific provisions
  in these By-Laws or regulations imposed by the Board of Directors, a committee
  may meet and adjourn and otherwise regulate its meetings as it thinks fit.  A
  committee may appoint a chairman of its meetings if none has been appointed by
  the Board of Directors or is designated elsewhere in this Article III.  If no
  such chairman has been appointed, or if at any meeting the chairman is not
  present within five minutes after the time appointed for the holding of the
  meeting, the members present may choose one of their number to be chairman of
  the meeting.  A quorum for the transaction of business at any meeting of a
  committee shall be a majority of the fixed number of members
<PAGE>
 
                                      -16-

  thereof for the time being (whether or not any seat is vacant) unless a
  different rule shall have been adopted by a resolution passed by the vote of a
  majority of the Board of Directors. A resolution passed by the vote of a
  majority of the members present at the time of voting if a quorum is present
  shall be the act of the committee. In the case of an equality of votes the
  Chairman shall have a second or casting vote. A committee cannot sub-delegate
  any of its powers or duties within its membership or to any other person or
  persons unless authorized to do so by the Board of Directors or these By-Laws.
  Committee members cannot vote by proxy.

       SECTION 10.  Action of Committees without a Meeting.  Any action required
  or permitted to be taken by a committee of the Board of Directors may be taken
  without a meeting if all members of the committee consent thereto in writing
  either before or after the action is taken and the writing or writings
  evidencing such consent are filed with the minutes of proceedings of such
  committee.  For all purposes of these By-Laws, any such consent shall
  constitute a resolution duly passed by such committee.

       SECTION 11.  General Authority of Committees.  Any committee appointed by
  the Board of Directors pursuant to this Article III shall be at liberty

       (a) to meet and confer with employees of the corporation and its
       subsidiaries on all matters relating to the work of the committee which
       fall within the purview of such employees and to be informed by any of
       them as to the policies, practices, and controls of the division or
       department of the corporation or of the subsidiary of the corporation to
       which he or she is assigned; and

       (b) to examine all reports which are relevant to the work of the
       committee (i) made by the corporation or any of its subsidiaries to
       regulatory authorities and (ii) of examinations of the corporation or any
       of its subsidiaries made by regulatory authorities.



                                   ARTICLE IV

                                    OFFICERS

       SECTION 1.  Titles and Qualifications.  The officers of the corporation
  shall be a Chief Executive Officer, a Chairman of the Board, a President, a
  Treasurer, a Comptroller, a Clerk, a General Auditor, one or more Vice
  Presidents of any rank and such other officers including one or more Vice
  Chairmen as may be appointed from time to time in accordance with these By-
  Laws.  Except as otherwise provided by law, the duties of any two officers may
  be discharged by the same person, but the President shall not serve at the
  same time as Treasurer, Comptroller, or Clerk.  The Chief Executive Officer,
  the Chairman of the Board and the President must be directors.

       SECTION 2.  Appointment and Terms of Office.  The Chief Executive
  Officer, the Chairman of the Board, the President, any Vice Chairman, any
  Executive Vice President, the Treasurer, the Comptroller, the Clerk and the
  General Auditor shall be chosen by a majority vote of the entire Board at the
  first meeting of the Board of
<PAGE>
 
                                      -17-

  Directors following each annual meeting of stockholders (or special meeting of
  stockholders in lieu of such annual meeting) or by the Board of Directors from
  time to time and each shall serve at the pleasure of the Board unless he or
  she sooner resigns, retires, dies, is removed or becomes disqualified. Other
  officers may be appointed from time to time by the Board of Directors, the
  Chairman of the Board, the Chief Executive Officer, the President, any Vice
  Chairman, any Executive Vice President or any other Executive Officer. Each
  other officer shall have such title, exercise such power and perform such
  duties and hold office for such term as shall be determined by the Board or
  the appointing officer as the case may be.

       SECTION 3.  Duties; Fidelity Bond.  The duties and authority of each
  officer of the corporation, other than as set forth in these By-Laws, shall be
  prescribed and may be varied from time to time by the Board of Directors, or
  the Chief Executive Officer, or the President, as the case may be.  The Board
  of Directors shall provide for such bond and fidelity insurance covering the
  officers of the corporation and for the faithful and honest discharge of their
  duties as the Board may determine.  Such bonds or insurance may be in
  individual, schedule or blanket form and the premiums therefor shall be paid
  by the corporation.

       SECTION 4.  The Chief Executive Officer.  The Chief Executive Officer of
  the corporation shall have the general control and management of, and shall be
  responsible to the Board for the conduct of, its business, affairs and
  operations.  The Chief Executive Officer shall report to the Board of
  Directors on the business, affairs and financial condition of the corporation.
  The Chief Executive Officer shall have such powers and shall perform such
  duties as are usually incident to the Office of Chief Executive Officer and
  such additional duties may be prescribed by law, the Articles of Organization
  and these By-Laws or as may be conferred upon or assigned to him or her by the
  Board of Directors.  In the absence of the Chairman of the Board, the Chief
  Executive Officer shall preside at meetings of the Board of Directors.  The
  Chief Executive Officer shall be a member of the Executive Committee and shall
  preside at meetings of that Committee.

       SECTION 5.  The Chairman of the Board.  The Chairman of the Board shall
  preside at meetings of the Board of Directors.  The Chairman of the Board
  shall have such powers and shall perform such duties as may be prescribed by
  law, the Articles of Organization and these By-Laws or as may be conferred
  upon or assigned to him or her by the Board of Directors.  The Chairman of the
  Board shall have such additional responsibilities and shall discharge such
  further duties as from time to time may be requested of him or her by the
  Chief Executive Officer.  The Chairman of the Board shall be a member of the
  Executive Committee.

       SECTION 6.   The President and Chief Operating Officer.  The President
  shall be the Chief Operating Officer of the Corporation and shall have the day
  to day responsibility for the control and management of its operations of the
  Corporation.  In the absence of the Chairman of the Board and the Chief
  Executive Officer, the President shall preside at all meetings of the Board of
  Directors.  The President shall be subject to the direction of the Chief
  Executive Officer under whose direct supervision he or she shall be.  The
  President shall perform such duties as may be
<PAGE>
 
                                      -18-

  imposed on him or her by law, the Articles of Organization and these By-Laws
  or as may be assigned to him or her by the Chief Executive Officer. He or she
  shall have such powers and duties as are usually incident to the Office of
  President and Chief Operating Officer.

       SECTION 7.  The Vice Chairmen.  Each Vice Chairman shall perform the
  duties imposed upon him or her by these By-Laws or assigned to him or her by
  the Chief Executive Officer or the President.  The Vice Chairmen shall be
  senior in rank to the Vice Presidents of any rank.

       SECTION 8.  The Executive Officers. The Chief Executive Officer, the
  Chairman of the Board, the President, any Vice Chairman, any Executive Vice
  President, the Clerk, and such other Executive Officers as may be so
  designated from time to time by the Board of Directors shall be the Executive
  Officers of the corporation.

       SECTION 9.  The Treasurer.  The Treasurer shall have custody and control
  over all funds and securities of the corporation, maintain full and adequate
  accounts of all moneys received and paid by him or her on account of the
  corporation and, subject to the control of the Board of Directors shall
  discharge all duties incident to the office of Treasurer.  The Treasurer shall
  have authority, in connection with the normal business of the corporation, to
  sign or endorse negotiable instruments, contracts, leases and other documents.
  The Treasurer shall render an account of his or her transactions to the Board
  of Directors whenever and as often as may be requested.

       SECTION 10.  The Comptroller.  The Comptroller shall be the chief
  accounting officer of the corporation.  He or she shall establish accounting
  policy for the corporation, maintain complete and accurate books and records
  concerning its financial transactions, prepare its financial statements and,
  subject to the control of the Board of Directors, discharge all duties
  incident to the office of the Comptroller.  The Comptroller shall have
  authority, in connection with the normal business of the corporation, to sign
  or endorse negotiable instruments, contracts, leases and other documents.

       SECTION 11.  The Clerk and the Secretary of the Board of Directors.  The
  Clerk shall be the principal recording officer of the corporation.  He or she
  shall be the Secretary of the Board of Directors and of the Executive
  Committee and of the Audit Committee.  He or she shall attend and keep minutes
  of all proceedings at meetings of the stockholders, the Board of Directors,
  the Executive Committee and of each committee appointed by the Board of
  Directors which shall not have appointed any other person to serve as its
  secretary.  The Clerk shall have charge of the corporate seal, minute books of
  the corporation and of such other corporate records, books and papers as the
  Board of Directors or the Executive Committee may order to be kept in his or
  her custody or under his or her control.  The Clerk shall have authority to
  affix the seal of the corporation to all instruments executed under seal and
  to attest thereto.  As required by law, these By-Laws or the Board of
  Directors, the Clerk shall give or cause to be given notice to the
  stockholders of each annual and special meeting and to the directors of each
  regular and special meeting of the Board of Directors except the first meeting
  after their election in each year; and the Clerk shall perform such other
<PAGE>
 
                                      -19-

  duties as may be imposed upon him or her by law, these By-Laws, the Board of
  Directors, the Audit Committee or the Chief Executive Officer, under whose
  direct supervision he or she shall be.  The Clerk shall be a resident of the
  Commonwealth of Massachusetts unless a resident agent has been appointed by
  the corporation pursuant to law to accept service of process.

       SECTION 12.  The General Auditor.  The General Auditor shall direct the
  internal audit activities of the corporation and shall provide the Audit
  Committee with objective and timely information to aid in measuring and
  evaluating the operations of the corporation.  In the conduct of this
  responsibility, the General Auditor shall perform such duties as may be
  imposed upon him or her by these By-Laws, the Board of Directors and the Audit
  Committee.  To assure the professional independence of the General Auditor, he
  or she shall report directly and solely to the Audit Committee.  For purposes
  of internal administration, the General Auditor shall report to a senior
  officer of the corporation other than the Chairman of the Board, the Chief
  Executive Officer, or the President.

       SECTION 13.  The Vice Presidents.  Each Vice President of whatever rank
  shall perform the duties imposed upon him or her by these By-Laws or assigned
  to him or her by the Board of Directors, the Chief Executive Officer or the
  President.  The Executive Vice President shall be senior in rank to all other
  Vice Presidents including Senior Vice Presidents.

       SECTION 14.  The Assistant Treasurers and Assistant Clerks.  Each
  Assistant Treasurer shall perform such duties as may be assigned to him or her
  by the Board of Directors, the Chief Executive Officer, the President or the
  Treasurer.  Each Assistant Clerk shall perform such duties as may be assigned
  to him or her by the Board of Directors, the Chief Executive Officer or the
  Clerk, and shall have the authority to affix the seal of the corporation to
  all instruments executed under seal and to attest thereto.

       SECTION 15.  Resignation.  Any officer may resign at any time by giving
  written notice to the Chairman of the Board, the Chief Executive Officer, the
  President or the Clerk.  The resignation of any officer shall take effect upon
  its receipt or on any later date specified therein; and unless otherwise
  specified therein, the acceptance of such resignation shall not be required to
  make it effective.

       SECTION 16.  Vacancies.  Any vacancy occurring in the offices of the
  Chairman of the Board, the Chief Executive Officer, the President, the
  Treasurer, the Comptroller, the Clerk and the General Auditor shall be
  promptly filled by the Board of Directors.  Any vacancy occurring in the
  offices of Vice Chairmen, Executive Vice Presidents, or other Executive
  Officers not specifically referred to in the preceding sentence may be filled
  by the Board of Directors.  Except for those offices to be filled by the Board
  of Directors, the Chief Executive Officer may fill any vacancy occurring in
  any office by reason of death, resignation, retirement or other cause and may,
  in his or her discretion, leave offices unfilled for such period as he or she
  may determine.
<PAGE>
 
                                      -20-

       SECTION 17.  Compensation of Officers, Employees and Other Agents.  The
  Board of Directors shall have power to fix, and to vary from time to time, the
  compensation of all officers, employees and other agents of the corporation
  for their services as such.

       SECTION 18.  Designated Officer.  The term designated officer of the
  corporation, whenever it appears in a resolution or vote of the Board of
  Directors of the corporation shall refer to any one of the Chief Executive
  Officer, Chairman of the Board, the President, any Vice Chairman, the
  Treasurer, an Assistant Treasurer, the Comptroller, any Vice President of
  whatever rank, the Clerk, an Assistant Clerk, the Secretary of the Board of
  Directors, the General Counsel and the General Auditor unless the resolution
  or vote of the Board of Directors otherwise provides.


                                   ARTICLE V

                                     STOCK

       SECTION 1.  Stock Certificates.  Each stockholder shall be entitled to a
  certificate or certificates of stock of the corporation in such form as the
  Board of Directors may from time to time prescribe.  Each certificate shall be
  numbered and entered in the books of the corporation as it is issued, shall
  state the holder's name and the number and the class and the designation of
  the series, if any, of his or her shares, shall be signed by the Chairman of
  the Board, the Chief Executive Officer, the President or a Vice President of
  any rank and by the Treasurer or an Assistant Treasurer and may, but need not,
  be sealed with the seal of the corporation.  If any stock certificate is
  signed by a transfer agent, or by a registrar, other than a director, officer
  or employee of the corporation, the signatures of the officers of the
  corporation may be facsimiles.  In case any officer who has signed or whose
  facsimile signature has been placed on any certificate shall have ceased to be
  such officer before such certificate is issued, it may nevertheless be issued
  by the corporation and delivered with the same effect as if he or she were
  such officer at the time of issue.  Every certificate of stock which is
  subject to any restriction on transfer pursuant to the Articles of
  Organization, these By-Laws or any agreement to which the corporation is a
  party, or which is issued while the corporation is authorized to issue more
  than one class or series of stock, shall have the restriction noted
  conspicuously on the certificate and shall also set forth on the face or back
  the full text of the restriction or the preferences, voting powers,
  qualifications and special or relative rights of each class or series or,
  alternatively, a statement of the existence of such restriction and such
  preferences, powers, qualifications and rights and a statement that the
  corporation will furnish a copy of the restriction and such preferences,
  powers, qualifications and rights to the holder of such certificate upon
  written request and without charge.

       SECTION 2.  Transfer of Stock.  Subject to any applicable transfer
  restrictions at the time in force, shares of stock of the corporation shall be
  transferable upon its books by the holders thereof in person or by their duly
  authorized attorneys or legal representatives.  Such transfer shall be
  effected by delivery of the old certificate, together with a duly executed
  assignment and power to transfer endorsed thereon or attached thereto and with
  such proof of the authenticity of the signature and such
<PAGE>
 
                                      -21-

  proof of authority to make the transfer as the corporation or its agents may
  reasonably require, to the person in charge of the stock and transfer books
  and ledgers or to such other person as the Board of Directors may designate,
  who shall thereupon cancel the old certificate and issue a new certificate.
  The corporation may treat the holder of record of any share or shares of stock
  as the owner of such stock, and shall not be bound to recognize any equitable
  or other claim to or interest in such share on the part of any other person,
  whether or not it shall have express or other notice thereof, or otherwise,
  save as expressly provided by law.

       SECTION 3.  Transfer Agent and Registrar; Regulations.  The corporation
  shall, if and whenever the Board of Directors shall so determine, maintain one
  or more transfer offices or agencies, each in charge of a transfer agent
  designated by the Board of Directors at which the shares of the capital stock
  of the corporation shall be transferable, and also one or more registry
  offices, each in charge of a registrar designated by the Board of Directors,
  where such shares of stock shall be registered, and no certificate for shares
  of the capital stock of the corporation in respect of which a registrar and
  transfer agent shall have been designated, shall be valid unless countersigned
  by such transfer agent and registered by such registrar.  The Board of
  Directors may also make such additional rules and regulations as it may deem
  expedient concerning the issue, transfer and registration of certificates for
  shares of the capital stock of the corporation.

       SECTION 4.  Lost, Mutilated or Destroyed Certificates.  No certificate
  for shares of stock of the corporation shall be issued in place of any
  certificate alleged to have been lost, mutilated or destroyed, except upon
  production of such evidence of the loss, mutilation or destruction and upon
  indemnification of the corporation and its agents to such extent and in such
  manner as the Board of Directors may prescribe and as permitted by law.

       SECTION 5.  Record Date for Determination of Stockholders' Rights; Close
  of Transfer Books.  The Board of Directors may fix in advance a date, not
  exceeding 60 days preceding the date of any meeting of stockholders, or the
  date fixed for the payment of any dividend, or the making of any other
  distribution to stockholders, or the date for the allotment of rights, or the
  date when any change or conversion or exchange of capital stock shall go into
  effect, or the last day on which the consent or dissent of stockholders may be
  effectively expressed for any purpose, as the record date for the
  determination of the stockholders entitled to notice of, and to vote at, any
  such meeting and any adjournment thereof, or entitled to receive payment of
  any such dividend or distribution, or receive any such allotment of rights, or
  as the last day on which stockholders may effectively exercise rights in
  respect of any such change or conversion or exchange of capital stock, or as
  the last day on which they may effectively express such consent or dissent,
  and in such case only stockholders of record on the date so fixed shall be so
  entitled, notwithstanding any transfer of stock on the books of the
  corporation after the date fixed as aforesaid.  In lieu of fixing such a
  record date or last day, the Board of Directors may close the transfer books
  for all or any part of such period.

       If no record date is fixed and the transfer books are not closed:
<PAGE>
 
                                      -22-

          (i)  The record date for determining stockholders having the right to
       notice of or to vote at a meeting of stockholders shall be at the close
       of business on the date next preceding the day on which notice is given.

          (ii) The record date for determining stockholders for any other
       purpose shall be at the close of business on the day on which the Board
       of Directors acts with respect thereto.

       SECTION 6.  Dividends.  Dividends upon the capital stock of the
  corporation, subject to the provisions of the Articles of Organization, may be
  declared by the Board of Directors at any regular or special meeting, payable
  in cash, in property, or in shares of the capital stock, subject to the
  limitations, if any, imposed by law or the Articles of Organization.  Before
  payment of any dividends, there may be set aside out of any funds of the
  corporation available for dividends, such sum or sums as the Board of
  Directors from time to time, in its absolute discretion, thinks proper as a
  reserve or reserves to meet contingencies, or for equalizing dividends, or for
  repairing or maintaining any property of the corporation, or for such other
  purpose as the Board of Directors shall think conducive to the interests of
  the corporation, and the Board of Directors may modify or abolish any such
  reserve.

       SECTION 7.  Control Share Acquisitions.  Until such time as this Section
  7 shall be repealed or these By-Laws shall be amended to provide otherwise, in
  each case in accordance with Article VII of these By-Laws, the provisions of
  Chapter 110D of the Massachusetts General Laws shall not apply to "control
  share acquisitions" of the corporation within the meaning of said Chapter
  110D.

                                   ARTICLE VI

                               GENERAL PROVISIONS

       SECTION 1.  Offices.  The principal office of the corporation shall be in
  the City of Boston, County of Suffolk, Commonwealth of Massachusetts.  The
  corporation may also have offices at such other place or places within or
  without the Commonwealth of Massachusetts as the Board of Directors may from
  time to time determine.

       SECTION 2.  Seal.  The seal of the corporation shall be in the following
  form:



                                     [seal]



  When authorized by the Board of Directors and to the extent permitted by law
  and these By-Laws, a facsimile of the corporate seal may be affixed or
  reproduced.
<PAGE>
 
                                      -23-

       SECTION 3.  Fiscal Year.  The fiscal year of the corporation shall be
  coincident with the calendar year unless another fiscal year shall have been
  fixed by the Board of Directors.

       SECTION 4.  Execution of Instruments.  All contracts, conveyances,
  promises or orders for the payment of money or other obligations authorized by
  the Board of Directors to be executed or endorsed by an officer of the
  corporation in its behalf shall be executed or endorsed by any one of the
  Chief Executive Officer, the Chairman of the Board, the President, any Vice
  Chairman, any Vice President of whatever rank, the Treasurer and the Clerk,
  except as the Board of Directors may generally or in particular cases
  otherwise determine and except that checks drawn on any dividend and special
  accounts may bear the facsimile signature, affixed thereto by a mechanical
  device, of such officer or agent as the Board of Directors shall authorize,
  and except also that bonds, notes, debentures or other evidences of
  indebtedness authenticated by a manual signature on behalf of a trustee or an
  authenticating agent appointed by the Board of Directors may bear such
  facsimile signature or signatures of such officer or officers of the
  corporation as the Board of Directors shall authorize.

       SECTION 5.  Voting of Securities.  Unless otherwise ordered by the Board
  of Directors, the Chief Executive Officer, the Chairman of the Board, the
  President, each Vice Chairman, the Treasurer, each Executive Officer, each
  Vice President of any rank, and the Clerk, each acting alone, shall have
  authority on behalf of the corporation (a) to attend and act and vote in
  person for the corporation and as its duly appointed agent and attorney-in-
  fact at any meeting of the holders of securities or creditors of any person
  (as hereinafter defined) any securities of whom are owned or held with power
  to vote by the corporation or any indebtedness of whom is owed to the
  corporation, (b) to appoint, by an instrument in writing, a proxy or several
  proxies to attend and act and vote for the corporation at any such meeting and
  (c) to execute and deliver in the name and on behalf of the corporation any
  consent or waiver by the corporation as a security holder or creditor of any
  such person.  As used in this Section, the word "person" includes a natural
  person, a corporation, a company, a partnership, a voluntary association, a
  proprietorship, a trust, an estate, a government (national, state, regional or
  local) or a department or agency thereof, and any other form of legal entity
  however designated and wherever formed or existing.  Each officer named in
  this Section and each person designated by any such officer as a proxy for
  this corporation shall have and may exercise at any such meeting any and all
  rights and powers incident to the ownership of such securities or indebtedness
  which an owner would have if personally present.

       SECTION 6.  Powers of Attorney.  The Chief Executive Officer, the
  Chairman of the Board, the President, each Vice Chairman, any Executive Vice
  President, any Executive Officer, or the Clerk may from time to time and at
  any time by power of attorney appoint any person (as defined in Section 6 of
  this Article VI) or persons to be the attorney or attorneys of the corporation
  for such purposes and with such powers, authorities and discretions (not
  exceeding those vested in or exercisable by the Board of Directors) and for
  such period and subject to such conditions as the officer making such
  appointment may think fit, and any such power of attorney may contain such
<PAGE>
 
                                      -24-

  provisions for the protection and convenience of persons dealing with such
  attorney or attorneys as the officer making such appointment  may think it and
  may also authorize any such attorney to appoint a substitute or substitutes
  and to delegate all or any of the powers, authorities and discretions vested
  in any such attorney or attorneys, except such power of substitution (without
  prejudice to the power of such attorney or attorneys to exercise concurrently
  any of the powers delegated and to revoke or vary any such appointment).  The
  Chief Executive Officer, the Chairman of the Board, the President, each Vice
  Chairman, any Executive Vice President, any Executive Officer, or the Clerk
  may at any time revoke any power of attorney executed by any of those officers
  currently or formerly in office, provided that no such revocation shall
  invalidate any act performed by the attorney or attorneys (or any substitute
  or substitutes appointed thereunder) in the exercise of the powers conferred
  thereby between the revocation thereof and the time such revocation becomes
  known to the attorney or attorneys, or to any such substitute or substitutes,
  and any such power of attorney shall at all times be conclusively binding on
  the corporation and its successors in favor of third parties who have not
  received notice of the revocation thereof.

       SECTION 7.  Issue of Debt Securities and Other Obligations.    The Board
  of Directors shall have the power to authorize and cause to be executed and
  issued bonds, notes, debentures, warrants, guaranties or other obligations of
  the corporation, secured or not secured, upon such terms, in such manner and
  upon such conditions as may be fixed or approved by vote of the Board of
  Directors or of the Executive Committee prior to the issue thereof.

       SECTION 8.  Corporate Records.  The original, or attested copies, of the
  Articles of Organization, By-Laws and records of all meetings of incorporators
  and stockholders, and stock and transfer records, which shall contain the
  names of all stockholders and the record address and the amount of stock held
  by each, shall be kept in the Commonwealth of Massachusetts at the principal
  office of the corporation, or at an office of its Clerk, its resident agent or
  its transfer agent.  Such copies and records need not all be kept in the same
  office.  They shall be available at all reasonable times for inspection by any
  stockholder for any proper purpose.  They shall not be available for
  inspection to secure a list of stockholders or other information for the
  purpose of selling such list or information or copies thereof or of using the
  same for a purpose other than in the interest of the applicant, as a
  stockholder, relative to the affairs of the corporation.

       SECTION 9.  Indemnification of Directors, Officers and Others.  (a) The
  corporation shall, to the extent legally permissible, indemnify each of the
  directors and officers of the corporation against all liabilities and
  expenses, including amounts paid in satisfaction of judgments, in compromise
  or as fines and penalties, and counsel fees, reasonably incurred by such
  director or officer in connection with the defense or disposition of any
  action, suit or other proceeding, whether civil or criminal, in which such
  director or officer may be involved or with which such director or officer may
  be threatened, while in office or thereafter, by reason of such director or
  officer being or having been such a director or officer of the corporation or
  by reason of such director or officer serving or having served at the request
  of the corporation as a director,
<PAGE>
 
                                      -25-

  officer or trustee of a wholly owned subsidiary of the corporation or having
  served in any capacity with respect to any employee benefit plan maintained by
  the corporation or any wholly owned subsidiary of the corporation, except with
  respect to any matter as to which such director or officer shall have been
  adjudicated in any proceeding not to have acted in good faith in the
  reasonable belief that his or her action was in the best interest of the
  corporation or of such subsidiary or, to the extent that such matter relates
  to service with respect to any such employee benefit plan, in the best
  interest of the participants or beneficiaries of such employee benefit plan;
  provided, however, that as to any matter disposed of by a compromise payment
  by such director or officer, pursuant to a consent decree or otherwise, no
  indemnification either for said payment or for any other expenses shall be
  provided unless such indemnification shall be ordered by a court or unless
  such compromise shall be approved as in the best interest of the corporation,
  after notice that it involves such indemnification: (i) by a disinterested
  majority of the directors of the corporation then in office; or (ii) by a
  majority of the disinterested directors of the corporation then in office,
  provided that there has been obtained an opinion in writing of independent
  legal counsel to the effect that such director or officer appears to have
  acted in good faith in the reasonable belief that his or her action was in the
  best interest of the corporation; or (iii) by the holders of a majority of the
  outstanding stock at the time entitled to vote for directors, voting as a
  single class, exclusive of any stock owned by any interested director or
  officer. Expenses, including counsel fees, reasonably incurred by any director
  or officer of the corporation in connection with the defense or disposition of
  any such action, suit or other proceeding shall be paid from time to time by
  the corporation in advance of the final disposition thereof upon receipt of an
  undertaking by such director or officer to repay the amounts so paid to the
  corporation if it is ultimately determined that indemnification for such
  expenses is not authorized under this paragraph (a). If in an action, suit or
  proceeding brought by or in the right of the corporation, a director of the
  corporation is held not liable for monetary damages, whether because that
  director is relieved of personal liability under the provisions of Article 6
  of the Articles of Organization of the corporation or otherwise, that director
  shall be deemed to have met the standard of conduct set forth above and to be
  entitled to indemnification for expenses reasonably incurred in the defense of
  such action, suit or proceeding.

       (b) The corporation shall, to the extent legally permissible, indemnify
  each person who serves at the request of the corporation as a director of any
  wholly-owned subsidiary of the corporation or in any capacity with respect to
  any employee benefit plan maintained by the corporation or any such
  subsidiary, and the Board of Directors of the corporation may, to the extent
  legally permissible, indemnify any person who serves as a trustee, employee or
  agent of the corporation or who serves at the request of the corporation as an
  officer, trustee, employee or agent of any wholly-owned subsidiary of the
  corporation, against all liabilities and expenses, including amounts paid in
  satisfaction of judgments, in compromise or as fines and penalties, and
  counsel fees, reasonably incurred by such person in connection with the
  defense or disposition of any action, suit or other proceeding, whether civil
  or criminal, in which such person may be involved or with which such person
  may be threatened, while in office or thereafter, by reason of such person
  being or having been a trustee, employee or agent of the corporation or a
  director, officer, trustee, employee or agent of such subsidiary 
<PAGE>
 
                                      -26-

  or having acted in any such capacity with respect to any such employee benefit
  plan, except with respect to any matter as to which such person shall have
  been adjudicated in any proceeding not to have acted in good faith in the
  reasonable belief that his or her action was in the best interest of the
  corporation or of such subsidiary or, to the extent that such matter relates
  to service with respect to any such employee benefit plan, in the best
  interest of the participants or beneficiaries of such employee benefit plan.
  Expenses, including counsel fees, reasonably incurred by any person who serves
  at the request of the corporation as a director of a wholly-owned subsidiary
  of the corporation or in any capacity with respect to any employee benefit
  plan maintained by the corporation or any such subsidiary in connection with
  the defense or disposition of any such action, suit or other proceeding shall,
  and if incurred by a person who serves as a trustee, employee or agent of the
  corporation or who serves at the request of the corporation as an officer,
  trustee, employee or agent of a wholly-owned subsidiary of the corporation
  may, in each case to the extent legally permissible, be paid from time to time
  by the corporation in advance of the final disposition thereof upon receipt of
  an undertaking by such person to repay the amounts so paid to the corporation
  if it is ultimately determined that indemnification for such expenses is not
  authorized under this Section. Except as hereinafter provided in this
  paragraph (b), indemnification of persons who serve as a trustee, employee or
  agent of the corporation or who serve at the request of the corporation as an
  officer, trustee, employee or agent of a wholly-owned subsidiary of the
  corporation under this paragraph (b) shall be made by the corporation only as
  authorized by the Board of Directors of the corporation in each specific case.

       To the extent that any person who serves at the request of the
  corporation as an officer or trustee of any wholly owned subsidiary of the
  corporation has been wholly successful in the defense of any action, suit or
  proceeding referred to above in this paragraph (b) or of any claim or issue
  therein, such person shall, without further authorization of the Board of
  Directors of the corporation, be indemnified by the corporation as herein
  above provided upon presentation to the Board of Directors of the corporation
  of a claim for indemnification and evidence reasonably satisfactory to the
  Board of Directors of the corporation of such wholly successful defense.  As
  used in this paragraph (b) the term "wholly successful" means that the action,
  suit or proceeding or the claim or issue has been finally terminated without a
  finding of liability or guilt against the person seeking indemnification and
  the time for taking an appeal or other court or administrative action therein
  has expired or, in the case of a threatened proceeding, a reasonable period of
  time, determined by independent legal counsel selected by the Board of
  Directors of the corporation, has elapsed since the threat was made without
  the proceeding having been instituted and, in either case, without any payment
  or promise having been made to induce a settlement or compromise.

       (c) As used in this Section, the terms "director", "officer", "trustee",
  "employee" and "agent" include the relevant individual's heirs, executors and
  administrators, an "interested" director or officer is one against whom in
  such capacity the proceedings in question or another proceeding on the same or
  similar grounds is then pending, and a "wholly-owned subsidiary" means any
  corporation, business trust, partnership or other business entity of which the
  corporation owns directly or through one or more
<PAGE>
 
                                      -27-

  wholly-owned subsidiaries all of the outstanding capital stock or other shares
  of beneficial interest (other than directors' qualifying shares) entitled to
  vote generally. All directors, officers, trustees, employees and agents of
  wholly-owned subsidiaries of the corporation and persons who serve in any
  capacity with respect to any employee benefit plan maintained by the
  corporation or any such subsidiary shall be deemed to serve or to have served
  in such capacity at the request of the corporation. The indemnification by the
  corporation provided for in this Section 9 shall not be exclusive of or affect
  any other rights to which any director, officer, trustee, employee, agent or
  pension plan fiduciary or other person may be entitled. Nothing contained in
  this Section shall either limit the power of the corporation to indemnify
  corporate personnel other than directors and officers or affect any rights to
  indemnification by the corporation to which corporate personnel other than
  directors, officers, trustees, employees and agents of the corporation and
  persons who serve at the request of the corporation as directors, officers,
  trustees, employees or agents of wholly-owned subsidiaries of the corporation
  or in any capacity with respect to any employee benefit plan maintained by the
  corporation or any such subsidiary may be entitled by contract or otherwise
  under law.


                                  ARTICLE VII

                                   AMENDMENTS

       SECTION 1.  General.  These By-Laws may be amended, added to or repealed
  in whole or in part (a) by vote of the stockholders at a meeting where the
  substance of the proposed amendment is stated in the notice of the meeting, or
  (b) by vote of a majority of the entire Board, except that no amendment may be
  made by the Board of Directors on matters reserved to the stockholders by law
  or the Articles of Organization or which changes the provisions of these By-
  Laws relating to the removal of directors or to the requirements for amendment
  of these By-Laws.  Notice of any amendment, addition or repeal of any By-Law
  by the directors stating the substance of such action shall be given to all
  stockholders entitled to vote on amending the By-Laws not later than the time
  when notice is given of the meeting of stockholders next following such action
  by the Board of Directors.  Any By-Law adopted by the directors may be amended
  or repealed by the stockholders.

                                  ARTICLE VIII

                               EMERGENCY BY-LAWS

       SECTION 1.  Effective Period.  The emergency By-Laws set forth in this
  Article VIII shall be effective only during the continuance of a national
  emergency proclaimed by the President of the United States of America or by
  other governmental authority following an attack on the United States of
  America or another catastrophic event as a result of which a regular quorum of
  the Board of Directors or of the Executive Committee cannot readily be
  convened.  During any such emergency, the provisions of this Article VIII
  shall supersede any different provisions contained in the preceding Articles
  of these By-Laws.
<PAGE>
 
                                      -28-

       SECTION 2.  Meetings of the Board of Directors.  During any such
  emergency, a meeting of the Board of Directors may be called by any director
  or officer who deems it necessary.  The meeting shall be held at such time or
  place as the person calling the meeting may specify in giving notice thereof.
  Such notice may be given in writing or orally and by such means of
  communication (including announcement by radio) as in the judgment of the
  person giving the same are then feasible to reach as many of the directors as
  it is reasonably possible to reach under the prevailing circumstances.  Two
  directors shall constitute a quorum for the transaction of business at any
  such meeting.

       SECTION 3.  Emergency Location of Head Office.  With effect during any
  such emergency, the Board of Directors may change the location of the Head
  Office of the corporation or designate one or more alternative locations or
  authorize one or more officers to do so.

       SECTION 4.  Preservation of Continuity of Management.  In order to
  preserve continuity of management of the corporation during any such
  emergency, the Board of Directors may provide and from time to time change
  lines of succession in management in the event that during such emergency any
  or all of the officers shall die or be missing or for any reason be rendered
  incapable of discharging his or her or their respective duties.

       SECTION 5.  Immunity.  No director, officer or employee of the
  corporation acting in accordance with these emergency By-Laws shall be liable
  for any act or omission except willful misconduct.

       SECTION 6.  Amendment of Emergency By-Laws.  The provisions of this
  Article VIII can be amended or repealed during any emergency by resolution of
  the directors or the shareholders but no such amendment or repeal shall
  prejudice any rights or immunities acquired by any director, officer or
  employee under Section 5 of this Article VIII in respect of action taken or
  omitted by him or her prior to such amendment or repeal.  Any such amendment
  may make such further or different provisions as may be deemed to be practical
  and necessary to deal with the circumstances of the emergency.