<PAGE>   1
                                                                   Exhibit 3.2

                                    RESTATED
                                     BY-LAWS
                                       OF
                             U.S. TRUST CORPORATION

                       (AS AMENDED THROUGH APRIL 27, 1999)

                                    ARTICLE I

                                  SHAREHOLDERS


    SECTION 1.01. Annual Meeting. The annual meeting of the shareholders of U.S.
Trust Corporation (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 a date which is no later than six months after the close of the
Corporation's preceding fiscal year (but in no event later than 13 months after
the last annual meeting) and at such place within or without the State of New
York as shall be fixed by the Board of Directors.

    SECTION 1.02. Special Meetings. Except as otherwise provided by law, a
special meeting of the shareholders may be called by the Board of Directors, by
the Chairman of the Board, by the President or by a Vice Chairman of the Board.
Any such call or request shall state the purpose or purposes of the proposed
meeting, and the business transacted at such meeting shall be confined to the
purpose or purposes stated in the call. Special meetings shall be held at such
place within or without the State of New York and on such date as may be
specified in the call thereof, but any special meeting may be called and held in
conjunction with an annual meeting of the shareholders.

    SECTION 1.03. Record Date for Meetings and Other Purposes. For the purpose
of determining the shareholders entitled to notice of or to vote at any meeting
of shareholders or any adjournment thereof, or to express consent to or dissent
from any proposal without a meeting, or for the purpose of determining
shareholders entitled to receive payment of any dividend or the allotment of any
rights, or for the purpose of any other action, the Board of Directors may fix
in advance a date as the record date for any such determination of shareholders.
Such date shall not be more than sixty (60) nor less than ten (10) days before
the date of such meeting, nor more than sixty (60) days prior to any other
action.

    If no record date is so fixed by the Board of Directors, (a) the record date
for the determination of shareholders entitled to notice of or to vote at a
meeting of shareholders shall be at the close of business on the day next
preceding the day on which notice is given or, if no notice is given, the day on
which the meeting is held, and (b) the record date for determining shareholders
for any other purpose shall be at the close of business on the day on which the
resolution of the Board of Directors relating thereto is adopted.

    A determination of shareholders of record entitled to notice of or to vote
at any meeting of shareholders made in accordance with this Section shall apply
to any adjournment thereof, unless the Board of Directors fixes a new record
date under this Section for the adjourned meeting.

    SECTION 1.04. Notice of Meetings. Whenever shareholders are required or
permitted to take any action at a meeting, written notice shall be given stating
the place, date and hour of the meeting and, unless it is the annual meeting,
indicating that it is being issued by or at the direction of the person or
persons calling the meeting. Notice of a special meeting shall also state the
purpose or purposes for which the meeting is called. If at any meeting action is
proposed which would if taken entitle shareholders fulfilling the requirements
of Section 623 of the New York Business Corporation Law to receive payment for
their shares, the notice of such meeting shall include a statement of that
purpose and to that effect. A copy of the notice of any meeting shall be given
personally or by mail not less than 10 nor more than 50 days before the date of
the meeting to each shareholder entitled to vote at such meeting. If mailed,
such notice is given when deposited in the United States mail with postage
thereon prepaid directed to the shareholder at his address as it appears on the
record of shareholders, or, if he shall have filed with the Secretary of the
Corporation a written request that notices to him be mailed to some other
address, then directed to him at such other address.

    When a meeting is adjourned to another time or place, it shall not be
necessary to give any notice of the adjourned meeting if the time and place to
which the meeting is adjourned are announced at the meeting at which the
adjournment is taken, and at the adjourned meeting any business may be
transacted that might have been transacted on the original date of the meeting.
However, if after the adjournment the Board of Directors fixes a new record date
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each shareholder of record on the new record date entitled to notice under this
Section.

    SECTION 1.05. Waivers of Notice. Notice of any meeting of shareholders need
not be given to any shareholder who submits a signed waiver of notice, in person
or by proxy, whether before or after the meeting. The attendance of any
shareholder at a meeting, in
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person or by proxy, without protesting prior to the conclusion of the meeting
the lack of notice of such meeting shall constitute a waiver of notice by him.

    SECTION 1.06. List of Shareholders at Meetings. A list of shareholders as of
the record date, certified by the Secretary or transfer agent of the
Corporation, shall be produced at any meeting of shareholders upon the request
thereat or prior thereto of any shareholder. If the right to vote at any meeting
is challenged, the inspectors of election, or person presiding thereat, shall
require such list of shareholders to be produced as evidence of the right of the
persons challenged to vote at such meeting, and all persons who appear from such
list to be shareholders entitled to vote thereat may vote at such meeting.

    SECTION 1.07. Quorum at Meetings. Except as otherwise provided by law, the
holders of a majority of the shares entitled to vote thereat shall constitute a
quorum at any meeting of shareholders for the transaction of any business, but
the shareholder present may adjourn the meeting despite the absence of a quorum.
When a quorum is once present to organize a meeting it shall not be broken by
the subsequent withdrawal of any shareholders.

    SECTION 1.08. Presiding Officer and Secretary. At any meeting of the
shareholders, if neither the Chairman of the Board, the President, a Vice
Chairman of the Board nor a person designated by the Board of Directors to
preside at the meeting shall be present, the shareholders shall appoint a
presiding officer for the meeting. If neither the Secretary nor an Assistant
Secretary be present, the appointee of the person presiding at the meeting shall
act as secretary of the meeting.

    SECTION 1.09. Nomination of Directors. Only persons who are nominated in
accordance with the procedures set forth in this Section 1.09 shall be eligible
for election as directors at any meeting of shareholders held for the election
of directors (an "Election Meeting"). Nominations of persons for election to the
Board of Directors of the Corporation may be made at an Election Meeting by or
at the direction of the Board of Directors or by a shareholder of the
Corporation who was a shareholder of record at the time of giving of notice
provided for in this Section 1.09, who is entitled to vote for the election of
directors at such Election Meeting and who complies with the notice procedures
set forth in this Section 1.09. Such nominations, other than those made by or at
the direction of the Board of Directors, shall be made pursuant to timely notice
in writing to the Secretary of the Corporation. To be timely, a shareholder's
notice must be delivered to or mailed and received at the principal office of
the Corporation, in the case of an annual meeting of shareholders, not less than
90 days nor more than 120 days prior to the anniversary date of the immediately
preceding annual meeting of shareholders; provided, however, that in the event
that the annual meeting is called for a date that is not within 30 days before
or after such anniversary date, notice by the shareholder in order to be timely
must be so received not later than the close of business on the 10th day
following the day on which such notice of the date of the annual meeting was
mailed or public disclosure of the date of the annual meeting was made,
whichever first occurs; and in the case of a special meeting of shareholders
called for the purpose of electing directors, not later than the close of
business on the 10th day following the day on which notice of the date of the
special meeting was mailed or public disclosure of the date of the special
meeting was made, whichever first occurs. Notwithstanding anything in the
foregoing sentences to the contrary, in the event that the number of directors
to be elected to the Board of Directors of the Corporation at such Election
Meeting is increased or there is a vacancy to be filled at such Election Meeting
in a class of directors whose terms do not expire at such Election Meeting and
there is no public announcement at least 10 days prior to the date notice is
otherwise required to be given herewith naming all of the nominees for director
or specifying the size of the enlarged Board of Directors or the number of
directors to be elected, a shareholder's notice required by this Section 1.09
shall also be considered timely, but only with respect to nominees for any
positions created by such increase or vacancy, if it shall be delivered to or
mailed and received at the principal office of the Corporation not later than
the close of business on the 10th day following the date on which such public
announcement is first made by the Corporation.

    Such shareholder's notice to the Secretary of the Corporation shall set
forth (a) as to each person whom the shareholder proposes to nominate for
election or re-election as a director, (i) the name, age, business address and
residence address of such person, (ii) the principal occupation or employment of
such person, (iii) the class and number of shares of the Corporation which are
owned beneficially by such person and (iv) any other information concerning such
person that is required to be disclosed in connection with the solicitation of
proxies for election of directors, or is otherwise required, in each case
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended
(the "Exchange Act") (including without limitation such person's written consent
to being named in the proxy statement as a nominee and to serving as a director
if elected); and (b) as to the shareholder giving the notice and the beneficial
owner, if any, on whose behalf the nomination is made, (i) the name and address
of such shareholder, as they appear on the Corporation's books, and of such
beneficial owner and (ii) the class and number of shares of the Corporation
which are owned beneficially and of record by such shareholder and by such
beneficial owner. At the request of the Board of Directors, any person nominated
by the Board of Directors for election as a director shall furnish to the
Secretary of the Corporation that information required to be set forth in a
shareholder's notice of nomination which pertains to such nominee.
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    No person shall be eligible for election as a director of the Corporation
unless nominated in accordance with the procedures set forth in this Section
1.09. In the event that a person is validly designated as a nominee in
accordance with the foregoing and shall thereafter become unable or unwilling to
stand for election to the Board of Directors, the Board of Directors or the
shareholder who proposed such nominee, as the case may be, may designate a
substitute nominee. The presiding officer of the meeting shall, if the facts
warrant, determine and declare to the meeting that a nomination was not made in
accordance with the provisions of this Section 1.09 and if the presiding officer
should so determine, he or she shall declare to the meeting that the defective
nomination shall be disregarded. In addition to the provisions of this Section
1.09, a shareholder shall also comply with all applicable requirements of the
Exchange Act and the rules and regulations thereunder with respect to the
matters set forth herein.

    SECTION 1.10. Public Announcement. For purposes of this Article I, "public
announcement" shall mean disclosure in a communication sent by first class mail
to shareholders, in a press release reported by the Dow Jones News Service,
Reuters Information Services, Inc., Associated Press or a comparable national
news service or in a document filed by the Corporation with the Securities and
Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

    SECTION 1.11. Proxies. Every shareholder entitled to vote at a meeting of
shareholders or to express consent or dissent without a meeting may authorize
another person or persons to act for him by proxy. Every proxy shall be signed
by the shareholder or his attorney-in-fact. No proxy shall be valid after the
expiration of 11 months from the date thereof unless otherwise provided in the
proxy. Every proxy shall be revocable at the pleasure of the shareholder
executing it, except as otherwise provided by law. Proxies shall be delivered to
the Secretary of the Corporation or, if inspectors are appointed to act at a
meeting, to the inspectors.

    SECTION 1.12. Inspectors. The Board of Directors in advance of any meeting
of shareholders may appoint one or more inspectors to act at the meeting or any
adjournment thereof. If inspectors are not so appointed, the person presiding at
the meeting may, and on the request of any shareholder entitled to vote thereat
shall, appoint one or more inspectors. In case any person appointed fails to
appear or act, the vacancy may be filled by appointment made by the Board in
advance of the meeting or at the meeting by the person presiding thereat. Each
inspector, before entering upon the discharge of his duties, shall take and sign
an oath faithfully to execute the duties of inspector at such meeting with
strict impartiality and according to the best of his ability.

    The inspectors shall determine the number of shares outstanding and the
voting power of each, the shares represented at the meeting, the existence of a
quorum and the validity and effect of proxies, and shall receive votes, ballots
or consents, hear and determine all challenges and questions arising in
connection with the right to vote, count and tabulate all votes, ballots or
consents, determine the result and do such acts as are proper to conduct the
election or vote with fairness to all shareholders. On request of the person
presiding at the meeting or any shareholder entitled to vote thereat, the
inspectors shall make a report in writing of any challenge, question or matter
determined by them and execute a certificate of any fact found by them.

    SECTION 1.13. Voting. Whenever directors are to be elected by the
shareholders, they shall be elected by a plurality of the votes cast at a
meeting of shareholders by the holders of shares entitled to vote in the
election. Whenever any corporate action other than the election of directors is
to be taken by vote of the shareholders, it shall, except as otherwise required
by law, be authorized by a majority of the votes cast at a meeting of
shareholders by the holder of shares entitled to vote thereon.

    Except as otherwise may be provided in the certificate of incorporation of
the Corporation, every shareholder of record shall be entitled at every meeting
of shareholders to one vote for every share standing in his name on the record
of shareholders. Upon the demand of any shareholder, the vote at any election of
directors or upon any other question shall be by ballot, but otherwise the
method of voting shall be discretionary with the person presiding at the
meeting.

    SECTION 1.14. Written Consent of Shareholders Without a Meeting. Whenever
shareholders are required or permitted to take any action by vote, such action
may be taken without a meeting on written consent setting forth the action so
taken and signed by the holders of all outstanding shares entitled to vote
thereon. The provisions of this Section shall not be construed to alter or
modify any provision of law or of the certificate of incorporation of the
Corporation under which the written consent of the holders of less than all
outstanding shares is sufficient for corporate action.

    SECTION 1.15. Other Business. To be properly brought before the meeting,
business must be either (a) specified in the notice of meetings (or any
supplement thereto) given by or at the direction of the Board of Directors, (b)
otherwise properly brought before the meeting by or at the direction of the
Board of Directors, or (c) otherwise properly brought before the meeting by a
shareholder. In addition to any other applicable requirements, for business to
be properly brought before an annual meeting by a shareholder, the shareholder
must have given timely notice thereof in writing to the Secretary of the
Corporation. To be timely, a shareholder's notice must be delivered to or mailed
and received at the principal office of the Corporation, not less than 90 days
nor more than 120 days prior to the anniversary date of the immediately
preceding annual meeting of shareholders; provided, however, that in the event
that the annual meeting is called for a date that is not within 30 days before
or after such anniversary date, notice by the shareholder in order to be timely
must be so received not later than the close of business on the 10th day
following the day on which such notice of the date of
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the annual meeting was mailed or public disclosure of the date of the annual
meeting was made, whichever first occurs. A shareholder's notice to the
Secretary shall set forth with respect to each matter the shareholder proposes
to bring before the annual meeting (i) 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, (ii) the name and record address of the
shareholder proposing such business, (iii) the class and number of shares of the
Corporation which are beneficially owned by the shareholder, and (iv) any
material interest of the shareholder in such business.

    Notwithstanding anything in the By-laws to the contrary, no business shall
be conducted at the annual meeting except in accordance with the procedures set
forth in this Section 1.15; provided, however, that nothing in this Section 1.15
shall be deemed to preclude discussion by any shareholder of any business
properly brought before the annual meeting.

    The presiding officer of an annual meeting shall, if the facts warrant,
determine and declare to the meeting that business was not properly brought
before the meeting in accordance with the provisions of this Section 1.15, and
if the presiding officer should so determine, he or she shall so declare to the
meeting, and any such business not properly brought before the meeting shall not
be transacted.

                                   ARTICLE II

                               BOARD OF DIRECTORS

    SECTION 2.01. Number and Qualification of Directors. The business of the
Corporation shall be managed under the direction of a Board of Directors,
consisting of such number of directors, not less than nine, as shall be fixed
from time to time by resolution adopted by a majority of the entire Board or at
any annual or special meeting of the shareholders entitled to vote for the
election of directors; provided that no decrease in the number of directors
shall shorten the term of any incumbent director. Each director shall be at
least 18 years of age. No person shall be eligible for election or qualified to
remain in office as a director who shall have attained the age of 72 years, and
any director in office shall retire as such upon attaining the age of 72 years.

    SECTION 2.02. Classification and Term of Directors. The directors shall be
elected for terms of three years and shall be divided into three classes, as
nearly equal in number as possible, with the terms of office of one class
expiring each year on the date of the annual meeting of shareholders. At each
annual meeting of shareholders, directors to replace those whose terms expire at
such annual meeting shall be elected to hold office until the third succeeding
annual meeting thereafter, but each director, of whatever class, shall hold
office until a successor shall have been elected and qualify. Any increase or
decrease in the number of directors shall be so apportioned among the classes as
to make all classes as nearly equal in number as possible. When the number of
directors is increased by the Board and any newly created directorships are
filled by the Board, there shall be no classification of the additional
directors until the next annual meeting of shareholders.

    SECTION 2.03. Newly Created Directorships and Vacancies. Newly created
directorships resulting from an increase in the number of directors and
vacancies occurring in the Board for any reason may be filled either by vote of
the shareholders or by vote of a majority of the directors then in office,
although less than a quorum exists. A director elected to fill a vacancy, or to
fill a newly created directorship, shall be elected to hold office until the
next meeting of shareholders at which the election of directors is in the
regular order of business, and until a successor has been elected and qualified.

    SECTION 2.04. Resignations. Any director may resign from office at any time
by delivering a resignation in writing to the Chairman of the Board, the
President, a Vice Chairman of the Board or the Secretary of the Corporation, and
the acceptance of such resignation, unless required by the terms thereof, shall
not be necessary to make such resignation effective.

    SECTION 2.05. Removal of Directors. Any director may be removed for cause
either by vote of the shareholders or by a majority of the entire Board.

    SECTION 2.06. Meetings. Meetings of the Board, regular or special, may be
held at any place within or without the State of New York as the Board from time
to time may fix or as shall be specified in the respective notice or waivers of
notice thereof. Within 15 days following each annual meeting of shareholders for
the election of directors, and annual meeting of the Board for the appointment
of officers and the transaction of such other business as may properly come
before the meeting shall be held. Such annual meeting of the Board shall be the
regular meeting of the Board next following the annual meeting of shareholders,
unless a special meeting of the Board shall in the meantime have been duly
called and held for such purposes. The Board may fix times and places for
regular meetings of the Board, and no notice of such meetings need be given.
Special meetings of the Board shall be held whenever called by the Chairman of
the Board, the President, a Vice Chairman of the Board or by at least one-third
of the directors at the time in office. Notice of the time and place of each
such meeting shall be given by the Secretary or by a person calling the meeting
to each director by mailing the same not later than the second day before the
meeting or personally or by telegraphing, cabling or telephoning the same not
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later than the day before the meeting. A notice or waiver of notice need not
specify the purpose or purposes of any regular or special meeting of the Board.
Notice of a meeting need not be given to any director who submits a signed
waiver of notice whether before or after the meeting, or who attends the meeting
without protesting prior thereto or at its commencement the lack of notice to
him. A majority of the directors present, whether or not a quorum is present,
may adjourn any meeting to another time and place. Notice of any adjournment of
a meeting of the Board shall be given to the directors who were not present at
the time of the adjournment and, unless such time and place are announced at the
meeting, to the other directors.

    SECTION 2.07. Quorum and Voting. One-third of the entire Board shall
constitute a quorum for the transaction of any business. Except as otherwise
provided by law or by these By-laws, the vote of a majority of the directors
present at a meeting at the time of the vote, if a quorum is present at such
time, shall be the act of the Board.

    SECTION 2.08. Written Consents and Meetings by Telephone. Any action
required or permitted to be taken by the Board or any committee thereof may be
taken without a meeting if all members of the Board or the committee consent in
writing to the adoption of a resolution authorizing the action. The resolution
and the written consents thereto by the members of the Board or committee shall
be filed with the minutes of the proceedings of the Board or committee. Any one
or more members of the Board or any committee thereof may participate in a
meeting of such Board or committee by means of a conference telephone or similar
communications equipment allowing all persons participating in the meeting to
hear each other at the same time. Participation by such means shall constitute
presence in person at a meeting.

    SECTION 2.09. Compensation of Directors. Directors who are not officers of
the Corporation shall be entitled to receive such compensation for services to
the Corporation in their capacities as such or otherwise in such amounts as may
be fixed from time to time by the Board. Nothing herein contained shall be
construed to preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor.

    SECTION 2.10. Entire Board. As used in these By-laws, the term "entire
Board" means the total number of directors which the Corporation would have if
there were no vacancies.


                                   ARTICLE III

                                   COMMITTEES

    SECTION 3.01. Executive Committee. The Board, by resolution adopted by a
majority of the entire Board, may appoint an Executive Committee, consisting of
three or more directors including the Chairman of the Board and President, which
shall have all the authority of the Board when the Board is not in session,
except as may be otherwise provided by law or limited by resolution of the
Board. Minutes of each meeting of the Executive Committee shall be kept and
shall be submitted to the first regular meeting of the Board following the
meeting of the Executive Committee. The Executive Committee may adopt its own
rules of procedure and shall fix the time and place, within or without the State
of New York, of its meetings. No notice of any regular meetings of the Executive
Committee shall be required. The Executive Committee shall serve at the pleasure
of the Board.

    SECTION 3.02. Other Committees. The Board, by resolution adopted by a
majority of the entire Board, may designate from among its members one or more
other committees, each consisting of three or more directors, and each of which,
to the extent provided in the resolution, shall have all the authority of the
Board except as otherwise limited by law. The Board may authorize the Chief
Executive Officer to appoint, from time to time, such other committees
consisting of directors, officers, or other persons and having such powers,
duties and functions as the Board may determine. Each such committee and each
member thereof shall serve at the pleasure of the Board, or in the case of any
committee appointed by the Chief Executive Officer, at the pleasure of the Chief
Executive Officer. A majority of the members of any such committee shall
determine its rules of procedure and the time and place of its meetings, unless
the Board, or in the case of any committee appointed by the Chief Executive
Officer, the Chief Executive Officer, shall otherwise provide.

    SECTION 3.03. Quorum and Voting. A majority of the members of a committee
shall constitute a quorum for the transaction of business, and the vote of a
majority of the members present at the time of the vote, if a quorum is present
at such time, shall be the act of the committee.

    SECTION 3.04. Committee Membership. The Board, or in the case of any
committee appointed by the Chief Executive Officer, the Chief Executive Officer,
may fill any vacancy in a committee and may designate one or more persons as
alternate members of a committee who may replace any absent member or members at
any meeting of such committee.
<PAGE>   6
                                   ARTICLE IV

                         OFFICERS, AGENTS AND EMPLOYEES

    SECTION 4.01. General Provisions. The officers of the Corporation shall
include a Chairman of the Board, a President, one or more Vice Chairmen of the
Board, a Secretary, a Treasurer, one or more Vice Presidents (any one or more of
whom may be designated Executive Vice President, Senior Vice President or by
some other special designation), a Comptroller, and an Auditor, and such other
officers, including but not by way of limitation one or more Assistant
Secretaries, Assistant Treasurers and Assistant Comptrollers, as may be elected
or appointed in accordance with the provisions of these By-laws.

    The Chairman of the Board, the President, the Vice Chairmen of the Board,
Executive Vice Presidents (each of the foregoing officers being referred to
hereinafter as an "Executive Officer"), one or more other Vice Presidents, the
Secretary, the Treasurer and such other officers, if any, as the Board may
determine, shall be elected by the Board at the annual meeting of the Board
following each annual meeting of shareholders. Each such officer shall hold
office until the next annual election of officers and until a successor is
elected and shall have qualified. Any two or more offices other than the office
of President and Secretary may be held by the same person.

    The Board from time to time may appoint the other officers provided for in
these By-laws and such other officers as it shall deem fit. The Chairman of the
Board, or in his absence the President, may appoint such further officers below
the rank of Vice President with such titles and duties as may be specified upon
appointment.

    All officers of the Corporation may be removed or their authority suspended
by the Board, and officers appointed by the Chairman of the Board or the
President may also be removed or their authority suspended by the Chairman of
the Board, or in his absence the President, in any such case, at any time, with
or without cause. Such removal without cause shall be without prejudice to such
person's contract rights, if any, but the appointment of any person as an
officer of the Corporation shall not of itself create contract rights. A vacancy
in any office may be filled in the manner prescribed in these By-laws for
election or appointment to such office.

    The compensation of officers shall be fixed by the Board; provided that this
power may be delegated to any officer as to persons under his direction or
control.

    All other agents and employees of the Corporation shall be appointed, their
duties prescribed and their compensation fixed, by the Chairman of the Board or
the President, or any officer authorized to do so by either of them.

    The Board may require any officer, agent or employee to give security for
the faithful performance of his duties.

    SECTION 4.02. Powers and Duties of the Chairman of the Board and the
President. The Chairman of the Board and the President shall be elected from
among the members of the Board, and one of them shall be designated by the Board
as Chief Executive Officer. The Chief Executive Officer shall have general
supervision of the business and affairs of the Corporation which shall in every
case be subject to the direction and control of the Board. The Chairman of the
Board, or in his absence the President, shall preside at all meetings of the
shareholders and of the Board.

    SECTION 4.03. Duties of Other Officers. The officers of the Corporation
other than the Chief Executive Officer shall participate in the management of
the business and affairs of the Corporation as directed, and in the order of
seniority as determined, by the Board. They shall perform such duties as may be
assigned to them by the Board, the Chief Executive Officer or any officer
authorized by the Board or the Chief Executive Officer to do so, or as may be
prescribed by law or by these By-laws.

    SECTION 4.04. Secretary. The Secretary shall keep the minutes of all
meetings of the Board and of the Executive Committee, shall have custody of the
corporate seal, shall give notices of meetings required by these By-laws, shall
perform such other duties as may be assigned to him from time to time by the
Board or the Chief Executive Officer and, in general, shall perform those duties
incident to the office of Secretary. In the absence of the Secretary, an
Assistant Secretary shall have the authority to perform the duties of the
Secretary.

    SECTION 4.05. Treasurer. The Treasurer shall have responsibility for the
care and custody of all moneys, funds and other property of the Corporation
which may come into his hands, shall perform such other duties as may be
assigned to him from time to time by the Board or the Chief Executive Officer
and, in general, shall perform those duties incident to the office of Treasurer.
In the absence of the Treasurer, an Assistant Treasurer shall have the authority
to perform the duties of the Treasurer.

    SECTION 4.06. Comptroller. The Comptroller shall exercise general
supervision over all accounting functions of the Corporation, including
preparation of its required tax returns and reports to supervisory authorities.
He shall be responsible to the Chief Executive
<PAGE>   7
Officer and may report directly to the Board or to the Executive Committee on
such matters as in his judgment should be brought to their attention. In the
absence of the Comptroller, an Assistant Comptroller shall have the authority to
perform the duties of the Comptroller.

    SECTION 4.07. Auditor. The Auditor shall exercise supervision over the
Auditing Department, and he shall review and evaluate all existing controls and
procedures and be responsible for reporting on the adequacy of controls, systems
and protective procedures and devices to insure the accuracy of records and the
safety of assets owned or managed by the Corporation. He shall be responsible to
the Chief Executive Officer and to the Board and shall report directly to the
Board, the Executive Committee or an Audit Committee of the Board on such
matters as in his judgment should be brought to their attention.

    SECTION 4.08. Delegation of Duties. In case of the absence of any officer of
the Corporation or for any other reason that the Board of Directors may deem
sufficient, the Board may confer for the time being any of the authority and
duties of such officer upon any other officer or upon any director.


                                    ARTICLE V

                                 INDEMNIFICATION

    The Corporation shall indemnify any person made or threatened to be made a
party to any action or proceeding, whether civil or criminal, and whether or not
by or in the right of the Corporation or of any other corporation of any type or
kind, domestic or foreign, or any partnership, joint venture, trust, employee
benefit plan or other enterprise, by reason of the fact that such person, his
testator or intestate, is or was a director or officer of the Corporation or
served any other corporation of any type or kind, domestic or foreign, or any
partnership, joint venture, trust, employee benefit plan or other enterprise in
any capacity at the request of the Corporation, against judgments, fines,
amounts paid in settlement and reasonable expenses, including attorneys' fees,
actually and necessarily incurred as a result of such action or proceeding, or
any appeal therein; provided that (a) no indemnification may be made to or on
behalf of any person if a judgment or other final adjudication adverse to such
person establishes that his acts were committed in bad faith or were the result
of active and deliberate dishonesty and were material to the cause of action so
adjudicated, or that he personally gained in fact a financial profit or other
advantage to which he was not legally entitled, (b) no indemnification shall be
required in connection with the settlement of any pending or threatened action
or proceeding, or any other disposition thereof except a final adjudication,
unless the Corporation has consented to such settlement or other disposition and
(c) the Corporation shall not be obligated to indemnify any person by reason of
the adoption of this Article V if and to the extent such person is entitled to
be indemnified under a policy of insurance as such policy would apply in the
absence of the adoption of this Article V.

    Reasonable expenses, including attorneys' fees, incurred in defending any
action or proceeding, whether threatened or pending, shall be paid or reimbursed
by the Corporation in advance of the final disposition thereof upon receipt of
an undertaking by or on behalf of the person seeking indemnification to repay
such amount to the Corporation to the extent, if any, such person is ultimately
found not to be entitled to indemnification.

    Notwithstanding any other provision hereof, no repeal of this Article V, or
amendment hereof or any other corporate action or agreement which prohibits or
otherwise limits the right of any person to indemnification or advancement or
reimbursement of expenses hereunder, shall be effective as to any person until
the 60th day following notice to such person of such action, and no such repeal
or amendment or other corporate action or agreement shall deprive any person of
any right hereunder arising out of any alleged or actual act or omission
occurring prior to such 60th day.

    The Corporation is hereby authorized, but shall not be required, to enter
into agreements with any of its directors, officers or employees providing for
rights to indemnification and advancement and reimbursement of reasonable
expenses, including attorneys' fees, to the extent permitted by law, but the
Corporation's failure to do so shall not in any manner affect or limit the
rights provided for by this Article V or otherwise.

    For purposes of this Article V, the term "Corporation" shall include any
legal successor to the Corporation, including any corporation which acquires all
or substantially all of the assets of the Corporation in one or more
transactions. For purposes of this Article V, the Corporation shall be deemed to
have requested a person to serve an employee benefit plan where the performance
by such person of his duties to the Corporation or any subsidiary thereof also
imposes duties on, or otherwise involves services by, such person to the plan or
participants or beneficiaries of the plan, and excise taxes assessed on a person
with respect to an employee benefit plan pursuant to applicable law shall be
considered fines.
<PAGE>   8
    The rights granted pursuant to or provided by the foregoing provisions of
this Article V shall be in addition to and shall not be exclusive of any other
rights to indemnification and expenses to which any person may otherwise be
entitled under any statute, rule, regulation, certificate of incorporation,
bylaw, agreement or otherwise.


                                   ARTICLE VI

                            SHARES OF THE CORPORATION

    SECTION 6.01. Certificates for Shares. The shares of the Corporation shall
be represented by certificates in such form as shall be determined by the Board
of Directors, signed by the Chairman of the Board, the President, a Vice
Chairman of the Board or a Vice President and the Secretary or an Assistant
Secretary or the Treasurer or Assistant Treasurers of the Corporation. Such
certificates shall be sealed with the seal of the Corporation or a facsimile
thereof and shall contain such information as is required by law to be stated
thereon. The signatures of the officers upon a certificate may be facsimiles if
the certificate is countersigned by a transfer agent or registered by a
registrar other than the Corporation itself or its employee. In case any officer
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer before such certificate is issued, it may
be issued by the Corporation with the same effect as if he were such officer at
the time of issue. All certificates for shares shall be consecutively numbered
or otherwise identified. All certificates exchanged or surrendered to the
Corporation for transfer shall be canceled.

    SECTION 6.02. Record of Shareholders. The Corporation shall keep at the
office of the Corporation in the State of New York a record containing the names
and addresses of all shareholders, the number and class of shares held by each
and the dates when they respectively became the owners of record thereof. The
Corporation shall be entitled to treat the persons in whose names shares stand
on the record of shareholders as the owners thereof for all purposes.

    SECTION 6.03. Transfer of Shares. Transfers of shares on the record of
shareholders of the Corporation shall be made only upon surrender to the
Corporation of the certificate or certificates for such shares, duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer.

    SECTION 6.04. Lost, Stolen or Destroyed Certificates. The Board of
Directors, in its discretion, may require the owner (or his legal
representatives) of any certificate representing shares of the Corporation
alleged to have been lost, stolen, or destroyed to give the Corporation a bond
in such sum as the Board may direct sufficient to indemnify the Corporation
against any liability or expense which it may incur by reason of the original
certificate remaining outstanding, as a condition of the issuance of a new
certificate for shares in the place of any certificate alleged to have been
lost, stolen or destroyed. Proper and legal evidence of such loss, theft or
destruction shall be procured for the Board if required. The Board in its
discretion may refuse to issue such new certificate save upon the order of a
court having jurisdiction in such matters.


                                   ARTICLE VII

                                      SEAL

    The Board shall provide a seal for the Corporation which the Corporation may
use by causing it or a facsimile to be affixed or impressed or reproduced in any
other manner. Any officer of the Corporation shall have the power to use and
attest the corporate seal.


                                  ARTICLE VIII

                         CONTRACTS, CHECKS, DRAFTS, ETC.

    SECTION 8.01. Contracts, Etc. Except as otherwise provided in these By-laws
or by law, all checks, orders, contracts, leases, notes, drafts and other
documents and instruments in connection with the business of the Corporation may
be signed by any Executive Officer of the Corporation or by such other officer,
employee or agent thereunto authorized by resolution of the Board of Directors,
or in writing by the Chief Executive Officer, or by an officer or officers
designated by him subject to such restrictions as the Chief Executive Officer
shall prescribe.

    SECTION 8.02. Auditor. Notwithstanding the foregoing, the Auditor shall have
no power to sign checks, vouchers, agreements or other documents or instruments
on behalf of the Corporation, except that the Auditor is authorized to certify
in the name of, or on behalf of, the Corporation, in its own right or in a
fiduciary or representative capacity, as to the accuracy and completeness of any
<PAGE>   9
account, schedule of assets, or other document, instrument or paper requiring
such certification and to sign in the name of, or behalf of, the Corporation
reports and responses to any regulatory authority.


                                   ARTICLE IX

                                   FISCAL YEAR

    The fiscal year of the Corporation shall be the calendar year.


                                    ARTICLE X

                                   AMENDMENTS

    These By-laws may be amended or repealed and new By-laws may be adopted (a)
by vote of the holders of the shares at the time entitled to vote in the
election of directors at any annual meeting of the shareholders or at any
special meeting of the shareholders called for that purpose, or (b) by the Board
of Directors at any meeting of the Board, except in the case of any particular
provision at any time adopted by the shareholders and specified as not subject
to amendment or repeal by the Board. If any By-law regulating an impending
election of directors is adopted, amended or repealed by the Board, there shall
be set forth in the notice of the next meeting of shareholders for the election
of directors the By-law so adopted, amended or repealed, together with a concise
statement of the changes made.