<PAGE>   1

                                                                       Exhibit 3




                              AMENDED AND RESTATED

                                   BY-LAWS OF

                                MANOR CARE, INC.

                             DATED NOVEMBER 15, 1999



<PAGE>   2


                                TABLE OF CONTENTS
                                -----------------

<TABLE>
<CAPTION>
                                                                                                               PAGE
                                                                                                               ----

<S>               <C>                                                                                            <C>
ARTICLE I.        OFFICES-----------------------------------------------------------------------------------------1


   Section 1.     Registered Office-------------------------------------------------------------------------------1

   Section 2.     Other Offices-----------------------------------------------------------------------------------1

ARTICLE II.       MEETINGS OF STOCKHOLDERS------------------------------------------------------------------------1


   Section 1.     Place of Meetings-------------------------------------------------------------------------------1

   Section 2.     Annual Meeting of Stockholders------------------------------------------------------------------1

   Section 3.     Quorum; Adjourned Meetings and Notice Thereof---------------------------------------------------3

   Section 4.     Voting------------------------------------------------------------------------------------------3

   Section 5.     Special Meetings--------------------------------------------------------------------------------4

   Section 6.     Notice of Stockholders'Meetings-----------------------------------------------------------------4

   Section 7.     Maintenance and Inspection of Stockholder List--------------------------------------------------5

ARTICLE III.      DIRECTORS---------------------------------------------------------------------------------------5


   Section 1.     Number of Directors; Qualifications-------------------------------------------------------------5

   Section 2.     Nomination of Directors-------------------------------------------------------------------------6

   Section 3.     Vacancies---------------------------------------------------------------------------------------8

   Section 4.     Powers------------------------------------------------------------------------------------------9

   Section 5.     Place of Directors'Meetings---------------------------------------------------------------------9

   Section 6.     Regular Meetings--------------------------------------------------------------------------------9

   Section 7.     Special Meetings--------------------------------------------------------------------------------9

   Section 8.     Quorum------------------------------------------------------------------------------------------9

   Section 9.     Action Without Meeting-------------------------------------------------------------------------10

   Section 10.    Telephone Meetings-----------------------------------------------------------------------------10

   Section 11.    Committees of Directors------------------------------------------------------------------------10

   Section 12.    Minutes of Committee Meetings------------------------------------------------------------------11

   Section 13.    Compensation of Directors----------------------------------------------------------------------11

   Section 14.    Indemnification--------------------------------------------------------------------------------12

ARTICLE IV.       OFFICERS---------------------------------------------------------------------------------------13
</TABLE>


                                       i
<PAGE>   3


<TABLE>
<S>               <C>                                                                                            <C>
   Section 1.     Officers---------------------------------------------------------------------------------------13

   Section 2.     Election of Officers---------------------------------------------------------------------------14

   Section 3.     Subordinate Officers---------------------------------------------------------------------------14

   Section 4.     Compensation of Officers-----------------------------------------------------------------------14

   Section 5.     Term of Office; Removal and Vacancies----------------------------------------------------------14

   Section 6.     Chairman of the Board--------------------------------------------------------------------------14

   Section 7.     President and Chief Executive Officer----------------------------------------------------------15

   Section 8.     Vice Presidents--------------------------------------------------------------------------------15

   Section 9.     Secretary--------------------------------------------------------------------------------------15

   Section 10.    Assistant Secretaries--------------------------------------------------------------------------16

   Section 11.    Treasurer--------------------------------------------------------------------------------------16

   Section 12.    Assistant Treasurers---------------------------------------------------------------------------16

ARTICLE V.        CERTIFICATES OF STOCK--------------------------------------------------------------------------17


   Section 1.     Certificates-----------------------------------------------------------------------------------17

   Section 2.     Signatures on Certificates---------------------------------------------------------------------17

   Section 3.     Statement of Stock Rights, Preferences, Privileges---------------------------------------------17

   Section 4.     Lost Certificates------------------------------------------------------------------------------18

   Section 5.     Transfers of Stock-----------------------------------------------------------------------------18

   Section 6.     Registered Stockholders------------------------------------------------------------------------18

ARTICLE VI.       AMENDMENTS-------------------------------------------------------------------------------------19
</TABLE>


                                       ii

<PAGE>   4



                                   ARTICLE I.

                                     OFFICES
                                     -------

     Section 1. REGISTERED OFFICE. The registered office of the Corporation
shall be in the City of Wilmington, County of New Castle, State of Delaware as
provided in the Corporation's Certificate of Incorporation, as amended or
amended and restated from time to time (the "Certificate of Incorporation").

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

                                  ARTICLE II.

                            MEETINGS OF STOCKHOLDERS
                            ------------------------

     Section 1. PLACE OF MEETINGS. All meetings of the stockholders shall be
held at any place within or without the State of Delaware as shall be designated
from time to time by the Board of Directors and stated in the notice of such
meeting. In the absence of any such designation, stockholders' meetings shall be
held at the principal executive office of the Corporation.

     Section 2. ANNUAL MEETING OF STOCKHOLDERS. An annual meeting of
stockholders shall be held each year on a date and at a time designated by the
Board of Directors and stated in the notice of such meeting, but no later than
June 1 of each such year unless otherwise determined by at least 75% of the
then-appointed members of the Board of Directors of the Corporation. Directors
shall be elected at each annual meeting of stockholders.

         To be properly brought before the annual meeting, business must be
either (i) specified in the notice of annual meeting (or any supplement or
amendment thereto) given by or


<PAGE>   5


at the direction of the Board of Directors, (ii) otherwise brought before the
annual meeting by or at the direction of the Board of Directors, or (iii)
otherwise properly brought before the annual meeting by a stockholder.

         In addition to any other applicable requirements, for business to be
properly brought before an annual meeting by a stockholder, the stockholder must
have given timely notice thereof in writing to the secretary of the Corporation.
To be timely, a stockholder's notice must be delivered to or mailed and received
at the principal executive offices of the Corporation not less than sixty (60)
days nor more than ninety (90) days prior to the meeting; provided, however,
that in the event that less than seventy (70) days notice or prior public
disclosure of the date of the annual meeting is given or made to stockholders,
notice by a stockholder, to be timely, must be received no later than the close
of business on the tenth (10th) day following the day on which such notice of
the date of the annual meeting was mailed or such public disclosure was made,
whichever first occurs. A stockholder's notice to the secretary of the
Corporation shall set forth (a) as to each matter the stockholder proposes to
bring before the annual meeting (1) a brief description of the business desired
to be brought before the annual meeting and the reasons for conducting such
business at the annual meeting, (2) any material interest of the stockholder (or
of the beneficial owner, if any, on whose behalf the business is being brought)
in such business; (b) as to the stockholder giving the notice and the beneficial
owner, if any, on whose behalf the business is being brought (1) the name and
record address of the stockholder and of such beneficial owner and (2) the
class, series and number of shares of capital stock of the Corporation which are
owned of record and beneficially by the stockholder and such beneficial owner;
(c) a representation that the stockholder giving notice is a holder of record of
stock of the Corporation entitled to vote at such meeting and intends to appear
in person or by proxy at the



                                       2
<PAGE>   6


meeting to propose such business; and (d) a representation as to whether the
stockholder giving notice intends or is part of a group which intends to solicit
proxies from other stockholders in support of such business. Notwithstanding
anything in these By-laws to the contrary, no business shall be conducted at the
annual meeting except in accordance with the procedures set forth in this
Article II, Section 2.


     Section 3. QUORUM; ADJOURNED MEETINGS AND NOTICE THEREOF. Except as
otherwise provided by law, by the Certificate of Incorporation or by these
By-laws, a majority in voting power of the stock issued and outstanding and
entitled to vote at any meeting of stockholders, the holders of which are
present in person or represented by proxy, shall constitute a quorum for the
transaction of business. A quorum, once established, shall not be broken by the
withdrawal of enough votes to leave less than a quorum, and the votes present
may continue to transact business until adjournment. If, however, such quorum
shall not be present or represented at any meeting of the stockholders, holders
of a majority in voting power of the stock issued and outstanding and entitled
to vote at the meeting represented in person or by proxy may adjourn the meeting
from time to time, without notice other than announcement at the meeting of the
time and place to which the meeting has been adjourned, until a quorum shall be
present or represented. At such adjourned meeting at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the meeting as originally noticed. If the adjournment is for more
than thirty (30) days, or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote thereat.

     Section 4. VOTING. When a quorum is present at any meeting, the vote of the
holders of a majority in voting power of the stock present in person or
represented by proxy and entitled


                                       3
<PAGE>   7


to vote on the subject matter shall decide any question brought before such
meeting, unless the question is one upon which by express provision of law, the
Certificate of Incorporation or these By-laws, a different vote is required in
which case such express provision shall govern and control the decision of such
question; PROVIDED, HOWEVER, that directors shall be elected by a plurality of
the votes of the shares present in person or represented by proxy at the meeting
and entitled to vote on the election of directors.

     Section 5. SPECIAL MEETINGS. Unless otherwise prescribed by law or by the
Certificate of Incorporation, special meetings of stockholders may be called at
any time, for any purpose or purposes, by a majority of the members of the Board
of Directors, or by a committee of the Board of Directors that has been duly
designated by the Board of Directors and whose powers and authority as provided
in a resolution of the Board of Directors or these By-laws include the power to
call such meetings. Special meetings of stockholders of the Corporation may not
be called by any other person or persons. Business transacted at any special
meeting of stockholders shall be limited to the purposes stated in the notice of
such meeting.

     Section 6. NOTICE OF STOCKHOLDERS' MEETINGS. Whenever stockholders are
required or permitted to take any action at a meeting, a written notice of the
meeting shall be given, which notice shall state the place, date and hour of the
meeting and, in the case of a special meeting, the purpose or purposes for which
the meeting is called. The written notice of any meeting shall be given not less
than ten (10) nor more than sixty (60) days before the date of such meeting to
each stockholder entitled to vote at such meeting. If mailed, notice shall be
deemed to be given when deposited in the United States mail, postage prepaid,
directed to the stockholder at his address as it appears on the records of the
Corporation.


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<PAGE>   8


     Section 7. MAINTENANCE AND INSPECTION OF STOCKHOLDER LIST. The officer in
charge of the stock ledger of the Corporation shall prepare and make, at least
ten (10) days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at the meeting, arranged in alphabetical order,
and showing the address of and the number of shares registered in the name of
each stockholder. Such list shall be open to the examination of any stockholder,
for any purpose germane to the meeting, during ordinary business hours, for a
period of at least ten (10) days prior to the meeting, at a place within the
city where the meeting is to be held, which place shall be specified in the
notice of the meeting, or, if not so specified, at the place where the meeting
is to be held. The list shall also be produced and kept at the place of the
meeting during the whole time thereof, and may be inspected by any stockholder
who is present.

                                  ARTICLE III.

                                    DIRECTORS
                                    ---------

     Section 1. NUMBER OF DIRECTORS; QUALIFICATIONS. The Board of Directors
shall consist of ten (10) directors. Until and including the second annual
stockholders' meeting following the effective time (the "Effective Time") of the
merger of Catera Acquisition Corp., a Delaware corporation, with and into Manor
Care, Inc., a Delaware corporation ("Manor Care") (such period, the "Post-Merger
Period"), the number of directors shall not be changed unless at least
seventy-five percent (75%) of the then-appointed directors approve such change.
After the Post-Merger Period, the number of directors may be changed from time
to time, within a minimum of one (1) and a maximum of fifteen (15) directors, by
a majority of the directors then in office. The directors need not be
stockholders. Except as provided in the Certificate of Incorporation or in
Sections 2 or 3 of this Article III, the directors shall be elected at the
annual meeting of the stockholders and each director elected shall hold office
until such director's successor is duly


                                       5
<PAGE>   9


elected and qualified or until such director's earlier death, retirement,
resignation or removal. Except as may otherwise be provided pursuant to Article
IV of the Certificate of Incorporation (including under any certificate of
designation filed thereunder) with respect to any rights of holders of preferred
stock, no director may be removed during his term except for cause.

     Section 2. NOMINATION OF DIRECTORS. Nominations of persons for election to
the Board of Directors at a meeting of stockholders may be made at such meeting
by or at the direction of the Board of Directors, by any committee of the Board
of Directors that has been duly designated by the Board of Directors whose
powers and authority as provided in a resolution of the Board of Directors or
these By-laws include the power to so nominate persons for election to the Board
of Directors or persons appointed by the Board of Directors or by any
stockholder of the Corporation entitled to vote for the election of directors at
the meeting who complies with the notice procedures set forth in the third
paragraph of this Article III, Section 2.

         If, during the Post-Merger Period, any vacancy on the Board of
Directors occurs as the result of the death, resignation or removal of a Manor
Care Director (as defined below) or an HCR Director (as defined below) or if,
during the Post-Merger Period, any seat on the Board of Directors held by a
Manor Care Director or HCR Director is subject to nomination for election of a
director, then, subject to the fiduciary duties of its members, the Board of
Directors shall promptly take all necessary actions and appoint or nominate, as
the case may be, such person or persons as may be requested by the remaining
Manor Care Directors (in the case of a vacancy or nomination concerning a seat
held by a Manor Care Director) or by the remaining HCR Directors (in the case of
a vacancy or nomination concerning a seat held by an HCR Director).

         The term "Manor Care Director" means (i) any person who was named as
such in the joint proxy statement/prospectus dated August 18, 1998 (the "Joint
Proxy") or a person



                                       6
<PAGE>   10


substituted therefor prior to the Effective Time in the manner described in the
Joint Proxy and (ii) any person who becomes a member of the Board of Directors
upon the request of the Manor Care Directors pursuant to the preceding
paragraph. The term "HCR Director" means (i) any person who was named as such in
the Joint Proxy or a person substituted therefor prior to the Effective Time in
the manner described in the Joint Proxy and (ii) any person who becomes a member
of the Board of Directors upon the request of the HCR Directors pursuant to the
preceding paragraph.

                  Nominations of persons for election to the Board of Directors
by any stockholder shall be made pursuant to timely notice in writing to the
secretary of the Corporation. To be timely, a stockholder's notice shall be
delivered to or mailed and received at the principal executive offices of the
Corporation not fewer than sixty (60) days nor more than ninety (90) days prior
to the meeting; provided however, that in the event that fewer than seventy (70)
days' notice or prior public disclosure of the date of the meeting is given or
made to stockholders, notice by the stockholder, to be timely, must be received
no later than the close of business on the tenth (10th) day following the day on
which such notice of the date of the meeting was mailed or such public
disclosure was made, whichever first occurs. Such stockholder's notice to the
secretary of the Corporation shall set forth (a) as to each person whom the
stockholder proposes to nominate for election or reelection as a director, (1)
the name, age, business address and residence address of the person, (2) the
principal occupation or employment of the person, (3) the class and number of
shares of capital stock of the Corporation which are beneficially owned by the
person, and (4) any other information relating to the person that is required to
be disclosed in solicitations for proxies for election of directors pursuant to
the Rules and Regulations of the Securities and Exchange Commission under
Section 14 of the Securities



                                       7
<PAGE>   11


Exchange Act of 1934, as amended; and (b) as to the stockholder giving the
notice and the beneficial owner, if any, on whose behalf the nomination is being
made, (1) the name and record address of the stockholder and of such beneficial
owner, (2) the class and number of shares of capital stock of the Corporation
which are owned of record and beneficially by the stockholder and such
beneficial holder, (3) a representation that the stockholder giving notice is a
holder of record of stock of the Corporation entitled to vote at such meeting
and intends to appear in person or by proxy at the meeting to propose such
nomination, and (4) a representation as to whether the stockholder giving notice
intends or is part of a group which intends to solicit proxies from other
stockholders in support of such nomination. 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 a director of the Corporation. No person shall be eligible for election
as a director of the Corporation unless nominated in accordance with the
procedures set forth herein.

     Section 3. VACANCIES. Except as may otherwise be provided pursuant to
Articles IV or XI of the Certificate of Incorporation (including under any
certificate of designation issued thereunder) with respect to any rights of
holders of preferred stock to elect additional directors or Section 2 of this
Article III with respect to vacancies arising during the Post-Merger Period,
should a vacancy in the Board of Directors occur or be created (whether arising
through death, retirement, resignation or removal or through an increase in the
number of authorized directors), such vacancy shall be filled by the affirmative
vote of a majority of the remaining directors, even though less than a quorum of
the Board of Directors. A director so elected to fill a vacancy shall serve for
the remainder of the term of the class to which he was elected and until his
successor shall be duly elected and qualified.


                                       8
<PAGE>   12


     Section 4. POWERS. The business and affairs of the Corporation shall be
managed by or under the direction of the Board of Directors. In addition to the
powers and authorities expressly conferred upon them by these By-laws, the Board
of Directors may exercise all such powers of the Corporation and do all such
lawful acts and things as are not by law or by the Certificate of Incorporation
or by these By-laws directed or required to be exercised or done by the
stockholders.

     Section 5. PLACE OF DIRECTORS' MEETINGS. The directors may hold their
meetings at any location either within or outside of the State of Delaware.

     Section 6. REGULAR MEETINGS. Regular meetings of the Board of Directors may
be held without notice at such time and place as shall from time to time be
determined by the Board of Directors.

     Section 7. SPECIAL MEETINGS. Special meetings of the Board of Directors
shall be called on at least twenty-four (24) hours' notice to each director,
either personally or by mail or by telegram, only upon the written request of
two (2) directors, unless the Board of Directors consists of only one director,
in which case special meetings shall be called on the written request of the
sole director, in any case such notice to be sent by the president or the
secretary of the Corporation.

     Section 8. QUORUM. Except as may be otherwise specifically provided by law,
the Certificate of Incorporation or these By-laws, at all meetings of the Board
of Directors, a majority of the entire Board of Directors shall constitute a
quorum for the transaction of business and the act of a majority of the
directors present at any meeting at which there is a quorum shall be the act of
the Board of Directors. If a quorum shall not be present at any meeting of the
Board



                                       9
<PAGE>   13


of Directors, the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present.

     Section 9. ACTION WITHOUT MEETING. Unless otherwise restricted by the
Certificate of Incorporation 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 all members of the Board of Directors or
committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Board of Directors or
committee.

     Section 10. TELEPHONIC MEETINGS. Unless otherwise restricted by the
Certificate of Incorporation or these By-laws, members of the Board of
Directors, or any committee designated by the Board of Directors, may
participate in a meeting of the Board of Directors or any such committee, by
means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other, and such
participation in a meeting shall constitute presence in person at such meeting.

     Section 11. COMMITTEES OF DIRECTORS. The Board of Directors may, by
resolution passed by a majority of the then-appointed directors, designate one
or more committees, each committee to consist of one or more directors of the
Corporation; PROVIDED, HOWEVER, that during the Post-Merger Period, each such
committee shall, subject to the Board of Directors' fiduciary duties, consist of
exactly two (2) Manor Care Directors and two (2) HCR Directors (except that,
during the Post-Merger Period, any committee of only two (2) directors of the
Corporation shall consist of exactly one (1) Manor Care Director and one (1) HCR
Director). The Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee; PROVIDED, HOWEVER,


                                       10
<PAGE>   14



that during the Post-Merger Period, only a Manor Care Director may act as an
alternate for a Manor Care Director and only an HCR Director may act as an
alternate for an HCR Director. In the absence or disqualification of a member of
a committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member; PROVIDED,
HOWEVER, that during the Post-Merger Period, only a Manor Care Director may act
in place of a Manor Care Director and only an HCR Director may act in place of
an HCR Director. Any committee, to the extent allowed by law and provided in the
resolution establishing such committee, shall have and may exercise all the
powers and authority of the Board of Directors in the management of the business
and affairs of the Corporation; PROVIDED, HOWEVER, that during the Post-Merger
Period no committee other than one concerning audit and compensation shall be
formed without the approval of at least seventy-five percent (75%) of the
members of the then-appointed Board of Directors.

     Section 12. MINUTES OF COMMITTEE MEETINGS. Each committee shall keep
regular minutes of its meetings and report the same to the Board of Directors
when required.

     Section 13. COMPENSATION OF DIRECTORS. Unless otherwise restricted by the
Certificate of Incorporation or these By-laws, the Board of Directors shall have
the authority to fix the compensation of directors. The directors may be paid
their expenses, if any, of attendance at each meeting of the Board of Directors
and may be paid a fixed sum for attendance at each meeting of the Board of
Directors or a stated salary as director. No such payment shall preclude any
director from serving the Corporation in any other capacity and receiving
compensation


                                       11
<PAGE>   15


therefor. Members of special or standing committees may be allowed like
compensation for attending committee meetings.

     Section 14. INDEMNIFICATION. The Corporation shall indemnify every person
who was or is a party or is or was threatened to be made a party to any action,
suit, or proceeding, whether civil, criminal, administrative or investigative,
by reason of the fact that he is or was a director or officer of the Corporation
or, while a director or officer of the Corporation, is or was serving at the
request of the Corporation as a director, officer, employee, agent or trustee of
another corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise, against expenses (including counsel fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding, to the full extent permitted by
law. Expenses incurred by a person who is or was a director or officer of the
Corporation in appearing at, participating in or defending any such action, suit
or proceeding shall be paid by the Corporation at reasonable intervals in
advance of the final disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of the director or officer to repay such
amount if it shall ultimately be determined that he is not entitled to be
indemnified by the Corporation as authorized by this Article III, Section 14. If
a claim under this Article III, Section 14 is not paid in full by the
Corporation within ninety days after a written claim has been received by the
Corporation, the claimant may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim and, if successful in
whole or in part, the claimant shall be paid also the expense of prosecuting
such claim. It shall be a defense to any such action (other than an action
brought to enforce a claim for expenses incurred in defending any proceeding in
advance of its final disposition where the required undertaking, if any is
required, has been tendered to the Corporation) that the claimant has not met
the standards of



                                       12
<PAGE>   16


conduct which make it permissible under the Delaware General Corporation Law or
other applicable law for the Corporation to indemnify the claimant for the
amount claimed, but the burden of proving such defense shall be on the
Corporation. Neither the failure of the Corporation (including the Board of
Directors (or any committee thereof), independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he has met the applicable standard of conduct set forth in the Delaware
General Corporation Law or other applicable law, nor an actual determination by
the Corporation (including the Board of Directors (or a committee thereof),
independent legal counsel, or its stockholders) that the claimant has not met
such applicable standard of conduct, shall be a defense to the action or create
a presumption that the claimant has not met the applicable standard of conduct.

                                  ARTICLE IV.

                                    OFFICERS
                                    --------

     Section 1. OFFICERS. The officers of the Corporation shall be chosen by the
Board of Directors and shall include a chairman of the board, a president and
chief executive officer, a vice president and a secretary. The Corporation may
also have at the discretion of the Board of Directors such other officers as are
desired, including additional vice presidents, one or more assistant
secretaries, a treasurer, one or more assistant treasurers, and such other
officers as may be appointed in accordance with the provisions of Section 3 of
this Article IV. In the event there are two (2) or more vice presidents, then
one or more may be designated as executive vice president, senior vice
president, vice president marketing or other title. At the time of the election
of officers, the directors may by resolution determine the order of their rank.
Any



                                       13
<PAGE>   17

number of offices may be held by the same person, unless the Certificate of
Incorporation or these By-laws otherwise provide.

     Section 2. ELECTION OF OFFICERS. The Board of Directors, at its first
meeting after each annual meeting of stockholders, shall choose the officers of
the Corporation.

     Section 3. SUBORDINATE OFFICERS. The Board of Directors may appoint such
other officers and agents, as it shall deem necessary or appropriate, who shall
hold their offices for such terms and shall exercise such powers and perform
such duties as shall be determined from time to time by the Board of Directors.

     Section 4. COMPENSATION OF OFFICERS. The compensation of all officers and
agents of the Corporation shall be fixed by the Board of Directors.

     Section 5. TERM OF OFFICE; REMOVAL AND VACANCIES. The officers of the
Corporation shall hold office until their successors are chosen and qualified or
until their earlier death, retirement, resignation or removal. Any officer
elected or appointed by the Board of Directors may be removed at any time,
either with or without cause, by the Board of Directors. If the office of any
officer or officers becomes vacant for any reason, the vacancy may be filled by
the Board of Directors.

     Section 6. CHAIRMAN OF THE BOARD. The chairman of the board shall, if
present, preside at all meetings of the Board of Directors and shall exercise
and perform such other powers and duties as may be from time to time assigned to
him by a vote of (i) not less than seventy-five percent (75%) of the
then-appointed members of the Board of Directors of the Corporation during the
Post-Merger Period and (ii) thereafter, a majority of the then-appointed members
of the Board of Directors.


                                       14
<PAGE>   18



     Section 7. PRESIDENT AND CHIEF EXECUTIVE OFFICER. The president shall be
the chief executive officer of the Corporation (and shall carry such additional
title as well) and shall, subject to the control of the Board of Directors, have
general supervision, direction and control of the business and officers of the
Corporation. In the absence or disability of the chairman of the board, or if
there is none, the president shall preside at all meetings of the Board of
Directors. The president shall have such additional powers and duties as may be
prescribed by the Board of Directors or these By-laws.

     Section 8. VICE PRESIDENTS. In the absence or disability of the president,
the vice presidents in order of their rank as fixed by the Board of Directors,
or if not ranked, the vice president designated by the Board of Directors, shall
perform all the duties of the president, and when so acting shall have all the
powers of and be subject to all the restrictions upon the president. The vice
presidents shall have such other duties as from time to time may be prescribed
for them, respectively, by the Board of Directors.

     Section 9. SECRETARY. The secretary shall record the proceedings of the
meetings of the stockholders and directors in a book to be kept for that
purpose; and shall perform like duties for the standing committees when required
by the Board of Directors. The secretary shall give, or cause to be given,
notice of all meetings of the stockholders and of the Board of Directors, and
shall perform such other duties as may be prescribed by the Board of Directors
or these By-laws. The secretary shall keep in safe custody the seal of the
Corporation, and affix the same to any instrument requiring it, and when so
affixed it shall be attested by the signature of the secretary or by the
signature of an assistant secretary. The Board of Directors may give general
authority to any other officer to affix the seal of the Corporation and to
attest the affixing by such officer's signature.



                                       15
<PAGE>   19


     Section 10. ASSISTANT SECRETARIES. The assistant secretary, or if there be
more than one, the assistant secretaries in the order determined by the Board of
Directors, or if there be no such determination, the assistant secretary
designated by the Board of Directors, shall, in the absence or disability of the
secretary, perform the duties and exercise the powers of the secretary and shall
perform such other duties and have such other powers as the Board of Directors
may from time to time prescribe.

     Section 11. TREASURER. The treasurer, if such an officer is elected, shall
have the custody of the corporate funds and securities and shall keep full and
accurate accounts of receipts and disbursements in books belonging to the
Corporation and shall deposit all moneys, and other valuable effects in the name
and to the credit of the Corporation, in such depositories as may be designated
by the Board of Directors. The treasurer shall disburse the funds of the
Corporation as may be ordered by the Board of Directors, taking proper vouchers
for such disbursements, and shall render to the Board of Directors, at its
regular meetings, or when the Board of Directors so requires, an account of all
such transactions and of the financial condition of the Corporation. If required
by the Board of Directors, the treasurer shall give the Corporation a bond, in
such sum and with such surety or sureties as shall be satisfactory to the Board
of Directors, for the faithful performance of the duties of such office and for
the restoration to the Corporation, in case of the treasurer's death,
resignation, retirement or removal from office, of all books, papers, vouchers,
money and other property of whatever kind in the treasurer's possession or under
the treasurer's control belonging to the Corporation.

     Section 12. ASSISTANT TREASURERS. The assistant treasurer, or if there
shall be more than one, the assistant treasurers in the order determined by the
Board of Directors, or if there be no such determination, the assistant
treasurer designated by the Board of Directors, shall, in the



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absence or disability of the treasurer, perform the duties and exercise the
powers of the treasurer and shall perform such other duties and have such other
powers as the Board of Directors may from time to time prescribe.


                                   ARTICLE V.

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

     Section 1. CERTIFICATES. Every holder of stock of the Corporation shall be
entitled to have a certificate signed by, or in the name of the Corporation by,
the chairman of the board, or the president or a vice president, and by the
secretary or an assistant secretary, or the treasurer or an assistant treasurer
of the Corporation, certifying the number of shares represented by the
certificate owned by such stockholder in the Corporation.

     Section 2. SIGNATURES ON CERTIFICATES. Any or all of the signatures on the
certificate may be a facsimile. In case any officer, transfer agent, or
registrar who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent or registrar
before such certificate is issued, it may be issued by the Corporation with the
same effect as if he were such officer, transfer agent or registrar at the date
of issue.

     Section 3. STATEMENT OF STOCK RIGHTS, PREFERENCES, PRIVILEGES. If the
Corporation shall be authorized to issue more than one class of stock or more
than one series of any class, the powers, designations, preferences and
relative, participating, optional or other special rights of each class of stock
or series thereof and the qualification, limitations or restrictions of such
preferences and/or rights shall be set forth in full or summarized on the face
or back of the certificate which the Corporation shall issue to represent such
class or series of stock, provided that, except as otherwise provided in Section
202 of the Delaware General Corporation Law or other applicable law, in lieu of
the foregoing requirements, there may be set forth on the face or


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<PAGE>   21


back of the certificate which the Corporation shall issue to represent such
class or series of stock, a statement that the Corporation will furnish without
charge to each stockholder who so requests the powers, designations, preferences
and relative, participating, optional or other special rights of each class of
stock or series thereof and the qualifications, limitations or restrictions of
such preferences and/or rights.

     Section 4. LOST CERTIFICATES. The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate or
certificates, or his legal representative, to give the Corporation a bond in
such sum as the Board of Directors deems sufficient to indemnify the Corporation
against any claim that may be made against it on account of the alleged loss,
theft or destruction of such certificates or the issuance of such new
certificates.

     Section 5. TRANSFERS OF STOCK. Upon surrender to the Corporation, or the
transfer agent of the Corporation, of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignation or authority to
transfer, it shall be the duty of the Corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon the stock ledger of the Corporation.

     Section 6. REGISTERED STOCKHOLDERS. The Corporation shall be entitled to
treat the holder of record of any share or shares of stock as the holder in fact
thereof and accordingly shall not be bound to recognize any equitable or other
claim or interest in such share on the part of any


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other person, whether or not it shall have express or other notice thereof, save
as expressly provided by the Delaware General Corporation Law or other
applicable law.

                                  ARTICLE VI.

                                   AMENDMENTS
                                   ----------

         These By-laws may be altered, amended or repealed or new By-laws may be
adopted by the stockholders or by the Board of Directors at any regular meeting
of the stockholders or of the Board of Directors or at any special meeting of
the stockholders or of the Board of Directors if notice of such alteration,
amendment, repeal or adoption of new By-laws is contained in the notice of such
special meeting. The power of the Board of Directors to adopt, amend or repeal
these By-laws shall not divest or limit any power of the stockholders under the
Delaware General Corporation Law or other applicable law, the Certificate of
Incorporation or these By-laws to adopt, amend or repeal these By-laws.
Notwithstanding the foregoing, none of Sections 1, 2, 3 or 11 of Article III of
these By-laws or this Article VI may be amended (whether through amendment,
repeal or restatement of these By-laws or adoption of new By-laws) (i) during
the Post-Merger Period, without the approval of either (1) at least seventy-five
percent (75%) of the members of the then-appointed Board of Directors or (2) the
holders of eighty percent (80%) in voting power of the stock of the Corporation
issued and outstanding and entitled to vote thereon, and (ii) after the
Post-Merger Period, by either (1) a majority of the members of the
then-appointed Board of Directors or (2) the holders of majority in voting power
of the stock of the Corporation issued and outstanding and entitled to vote
thereon.


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