<PAGE>
 
                                                                       EXHIBIT 3

 
                             AMENDED AND RESTATED

                                    BY-LAWS

                                      OF

                              SCPIE HOLDINGS INC.
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                             AMENDED AND RESTATED
                                    BY-LAWS
                                      OF
                              SCPIE HOLDINGS INC.


                                   ARTICLE I

                                    OFFICES

          Section 1.    REGISTERED OFFICES. The registered office of the
corporation shall be in the City of Wilmington, County of New Castle, State of
Delaware.

          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. Meetings of stockholders shall be
held at any place within or outside the State of Delaware designated by the
Board of Directors. 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.  The annual meeting of
stockholders shall be held each year on a date and a time designated by the
Board of Directors.

          Section 3.    QUORUM; ADJOURNED MEETINGS AND NOTICE THEREOF 
A majority of the voting power of the shares of capital stock of the corporation
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 

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except as otherwise provided by law, by the Certificate of Incorporation, or by
these By-Laws. 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, a majority of the
voting power of the shares of capital stock 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 of the adjourned meeting,
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 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, in all
matters other than the election of directors, the vote of the holders of stock
representing a majority of the voting power present in person or represented by
proxy shall decide any question brought before such meeting, unless the question
is one upon which by express provision of the Certificate of Incorporation, or
these By-Laws, or any rule, regulation or statutory provision applicable to the
corporation, a different vote is required in which case such express provision
shall govern and control the decision of such question. 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.

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          Section 5.    PROXIES. At each meeting of the stockholders, each
stockholder having the right to vote may vote in person or may authorize another
person or persons to act for him by proxy (i) appointed by an instrument in
writing subscribed by such stockholder and bearing a date not more than one year
prior to said meeting, unless such proxy provides for a longer period, or (ii)
transmitted electronically (including by use of telephone keypad or by the
internet), provided that such transmission is suitably authenticated by a unique
password or other similar means and is recorded electronically or mechanically.
All proxies must be filed with the Secretary of the corporation at the beginning
of each meeting in order to be counted in any vote at the meeting. Each
stockholder shall have one vote for each share of common stock having voting
power, registered in his name on the books of the corporation on the record date
set by the Board of Directors as provided in Article VII, Section 6 hereof.

          Section 6.    SPECIAL MEETINGS. Special meetings of the stockholders,
for any purpose, or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may be called by the Board of Directors, the
Chairman of the Board or the President. Such request shall state the purpose or
purposes of the proposed meeting. Business transacted at any special meeting of
stockholders shall be limited to the purposes stated in the notice.

          Section 7.    NOTICE OF STOCKHOLDER BUSINESS AND NOMINATIONS         

                 (1)    Nominations of persons for election to the Board of
Directors of the corporation and the proposal of business to be considered by
the stockholders may be made at an annual meeting of stockholders (a) pursuant
to the corporation's notice of meeting, (b) by or at the direction of the Board
of Directors or (c) by any stockholder of the corporation who was 

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a stockholder of record at the time of giving of notice provided for in this By-
Law, who is entitled to vote at the meeting and who complies with the notice
procedures set forth in this By-Law.

                 (2)    For nominations or other business to be properly brought
before an annual meeting by a stockholder pursuant to clause (c) of paragraph
(1) of this By-Law, the stockholder must have given timely notice thereof in
writing to the Secretary of the corporation and such other business must
otherwise be a proper matter for stockholder action. To be timely, a
stockholder's notice shall be delivered to the Secretary at the principal
executive offices of the corporation at least 45 days before the date on which
the Corporation first mailed its proxy materials pursuant to Section 14 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") for the prior
year's annual meeting of stockholders; provided, however, that in the event the
Corporation did not solicit proxies pursuant to Section 14 of the Exchange Act
in connection with such meeting, no annual meeting was held, or the date of the
meeting changed more than 30 days from the prior year, such number of days as
the Board of Directors may determine in its sole discretion, such determination
to be communicated by the Corporation to stockholders of the Corporation no
later than 30 days before such deadline by public announcement or by any other
means determined by the Board of Directors, in its sole discretion, to be
appropriate for the notification of stockholders. In no event shall the public
announcement of an adjournment of an annual meeting commence a new time period
for the giving of a stockholder's notice as described above. Such stockholder's
notice shall set forth (a) as to each person whom the stockholder proposes to
nominate for election or re-election as a director all information relating to
such person that is required to be disclosed in solicitations 

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of proxies for election of directors in an election contest, or is otherwise
required, in each case pursuant to Regulation 14A under the Exchange Act and
Rule 14A-11 thereunder (including such person's written consent to being named
in the proxy statement as a nominee and to serving as a director if elected);
(b) as to any other business that the stockholder proposes to bring before the
meeting, a brief description of the business desired to be brought before the
meeting, the reasons for conducting such business at the meeting and any
material interest in such business of such stockholder and the beneficial owner,
if any, on whose behalf the nomination or proposal is made and (c) as to the
stockholder giving the notice and the beneficial owner, if any, on whose behalf
the nomination or proposal is made (i) the name and address of such stockholder,
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 stockholder and such beneficial owner.

                 (3)    Notwithstanding the foregoing provisions of this By-Law,
a stockholder shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to matters set forth
in this By-Law. Nothing in this By-Law shall be deemed to affect any rights of
(i) stockholders to request inclusion of proposals in the Corporation's proxy
statement pursuant to Rule 14a-8 under the Exchange Act or (ii) the holders of
any series of Preferred Stock to elect directors under specified circumstances.

          Section 8.    MAINTENANCE AND INSPECTION OF STOCKHOLDER LIST 
The officer who has charge of the stock ledger of the corporation shall prepare
and make, at least ten days before every meeting of stockholders, a complete
list of the stockholders entitled to vote 

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at the meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.

                                  ARTICLE III

                                   DIRECTORS
                                   ---------

          Section 1.    THE NUMBER OF DIRECTORS.  The number of directors (other
than directors elected by one or more series of Preferred Stock) which shall
constitute the whole Board shall be not less than seven (7) nor more than
thirteen (13), the exact number of directors to be determined from time to time
solely by resolution adopted by the affirmative vote of a majority of the
directors.  The directors need not be stockholders.  The directors shall be
elected at the annual meeting of the stockholders, except as provided in Section
2 of this Article, and each director elected shall hold office until his
successor is duly elected and qualified.

          Section 2.    VACANCIES. Vacancies on the Board of Directors by reason
of death, resignation, removal, or otherwise, and newly created directorships
resulting from any increase in the number of directors may be filled (other than
directors elected by one or more series of Preferred Stock) solely by a majority
of the directors then in office (although less than a quorum) or by a sole
remaining director. Each director so chosen shall hold office until such

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director's successor shall have been duly elected and qualified or until such
director's earlier death, resignation, disqualification or removal. If, at the
time of filling any vacancy or any newly created directorship, the directors
then in office shall constitute less than a majority of the whole Board (as
constituted immediately prior to any such increase), the Court of Chancery may,
upon application of any stockholder or stockholders having the right to vote for
such directors, summarily order an election to be held to fill any such
vacancies or newly created directorships, or to replace the directors chosen by
the directors then in office.

          Section 3.    POWERS.  The property and business of the corporation
shall be managed by or under the direction of its Board of Directors.  In
addition to the powers and authorities by these By-Laws expressly conferred upon
them, the Board may exercise all such powers of the corporation and do all such
lawful acts and things as are not by statute or by the Certificate of
Incorporation or by these By-Laws directed or required to be exercised or done
by the stockholders.

          Section 4.    PLACE OF DIRECTORS' MEETINGS. The directors may hold
their meetings and have one or more offices, and keep the books of the
corporation outside of the State of Delaware.

          Section 5.    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.

          Section 6.    SPECIAL MEETINGS.  Special meetings of the Board of
Directors may be called by the President on forty-eight hours' notice to each
director, either personally or by mail, telecopier, or other means of electronic
transmission at the address of such director on 

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the books and records of the corporation; special meetings shall be called by
the President or the Secretary in like manner and on like notice on the written
request of two directors.

          Section 7.    QUORUM.  At all meetings of the Board of Directors a
majority of the then authorized number of directors shall be necessary and
sufficient to constitute a quorum for the transaction of business, and the vote
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, except as may be otherwise
specifically provided by statute, by the Certificate of Incorporation or by
these By-Laws.  If a quorum shall not be present at any meeting of the Board 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 8.    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 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 or committee.

          Section 9.    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 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.

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          Section 10.   COMMITTEES OF DIRECTORS.  The Board of Directors may, by
resolution passed by a majority of the whole Board, designate one or more
committees, each such committee to consist of one or more of the directors of
the corporation.  The Board 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.  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.  Any such
committee, to the extent provided in the resolution of the Board of Directors,
shall have and may exercise all the powers and authority of the Board of
Directors in the management of the business and affairs of the corporation, and
may authorize the seal of the corporation to be affixed to all papers which may
require it; but no such committee shall have the power or authority in reference
to amending the Certificate of Incorporation, adopting an agreement of merger or
consolidation, recommending to the stockholders the sale, lease or exchange of
all or substantially all of the corporation's property and assets, recommending
to the stockholders a dissolution of the corporation or a revocation of a
dissolution, or amending the By-Laws of the corporation; and, unless the
resolution or the Certificate of Incorporation expressly so provide, no such
committee shall have the power or authority to declare a dividend or to
authorize the issuance of stock.

          Section 11.   MINUTES OF COMMITTEE MEETINGS. Each committee shall keep
regular minutes of its meetings and report the same to the Board of Directors
when required.

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          Section 12.   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 therefor.  Members of special or standing committees may
be allowed like compensation for attending committee meetings.

                                  ARTICLE IV

                                   OFFICERS
                                   --------

          Section 1.   OFFICERS. The officers of this corporation shall be
chosen by the Board of Directors and shall include a Chairman of the Board of
Directors or a President, or both, and a Secretary. The corporation may also
have at the discretion of the Board of Directors such other officers as are
desired, including a Vice-Chairman of the Board of Directors, a Chief Executive
Officer, a Treasurer, one or more Vice Presidents, one or more Assistant
Secretaries and Assistant Treasurers, and such other officers as may be
appointed in accordance with the provisions of Section 3 hereof. In the event
there are two or more Vice Presidents, then one or more may be designated as
Executive Vice President, Senior Vice President, or other similar or dissimilar
title. At the time of the election of officers, the directors may by resolution
determine the order of their rank. Any number of offices may be held by the same
person, unless the Certificate of Incorporation or these By-Laws otherwise
provide.

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          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 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.

          Section 4.    COMPENSATION OF OFFICERS.  The salaries of all officers
and agents of the corporation shall be fixed by the Board of Directors. The
officers of the corporation shall hold office until their successors are chosen
and qualify in their stead. Any officer elected or appointed by the Board of
Directors may be removed at any time by the affirmative vote of a majority of
the members of the Board of Directors. If the office of any officer or officers
becomes vacant for any reason, the vacancy shall be filled by the Board of
Directors.

          Section 5.    CHAIRMAN OF THE BOARD.  The Chairman of the Board, if
such an officer be elected, shall, if present, preside at all meetings of the
Board of Directors and exercise and perform such other powers and duties as may
be from time to time assigned to him by the Board of Directors or prescribed by
these By-Laws. If there is no President, the Chairman of the Board shall in
addition be the Chief Executive Officer of the corporation and shall have the
powers and duties prescribed in Section 6 of this Article IV.

          Section 6.    PRESIDENT.  Subject to such supervisory powers, if any,
as may be given by the Board of Directors to the Chairman of the Board, if there
be such an officer, the President shall be the Chief Executive Officer of the
corporation and shall, subject to the control 

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of the Board of Directors, have general supervision, direction and control of
the business and officers of the corporation. He shall preside at all meetings
of the stockholders and, in the absence of the Chairman of the Board, or if
there be none, at all meetings of the Board of Directors. He shall be an ex-
officio member of all committees and shall have the general powers and duties of
management usually vested in the office of President and Chief Executive Officer
of corporations, and shall have such other powers and duties as may be
prescribed by the Board of Directors or these By-Laws.

          Section 7.    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 8.    SECRETARY.  The Secretary shall attend all sessions of
the Board of Directors and all meetings of the stockholders and record all votes
and the minutes of all proceedings 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. He 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. He shall keep
in safe custody the seal of the corporation, and when authorized by the Board,
affix the same to any instrument requiring it, and when so affixed it shall be
attested by his signature or by the 

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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 his signature.

          Section 9.    ASSISTANT SECRETARY.  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 10.   TREASURER.  The Treasurer 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.  He 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 his transactions as Treasurer and of
the financial condition of the corporation.  If required by the Board of
Directors, he 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 his office and for the restoration to the
corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to the corporation.

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          Section 11.   ASSISTANT TREASURER.  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 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 

                   INDEMNIFICATION OF DIRECTORS AND OFFICERS

          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 or officer 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 applicable law. The corporation
shall be required to indemnify a person in connection with a proceeding (or part
thereof) initiated by such person only if the proceeding (or part thereof) was
authorized by the Board of Directors of the corporation. The indemnification
provided for in these Bylaws shall not be deemed exclusive of any other rights
to which those seeking indemnification may be entitled under these By-Laws, or
any agreement, vote of stockholders or otherwise.

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                                  ARTICLE VI 

                    INDEMNIFICATION OF EMPLOYEES AND AGENTS

          The corporation may, at its option, 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 an employee or agent of the corporation or, while
an employee or agent of the corporation, is or was serving at the request of the
corporation as an employee or 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 extent permitted by applicable law.

                                 ARTICLE VII 

                             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 or Vice Chairman of the Board of Directors, 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 

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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 qualifications, 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 General Corporation Law of the State of Delaware, in lieu of the
foregoing requirements, there may be set forth on the face or 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,

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stolen or destroyed certificate or certificates, or his legal representative, to
advertise the same in such manner as it shall require and/or to give the
corporation a bond in such sum as it may direct as indemnity against any claim
that may be made against the corporation with respect to the certificate alleged
to have been lost, stolen or destroyed.

          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 its books.

          Section 6.    FIXED RECORD DATE.  In order that the corporation may
determine the stockholders entitled to notice of or to vote at any meeting of
the stockholders, or any adjournment thereof, or entitled to receive payment of
any dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful action, the Board of Directors may fix a
record date which shall not be more than sixty nor less than ten days before the
date of such meeting, nor more than sixty days prior to any other action.  A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record date for the adjourned
meeting.

          Section 7.    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 

                                       18
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on the part of any other person, whether or not it shall have express or other
notice thereof, save as expressly provided by the laws of the State of Delaware.

                                 ARTICLE VIII 

                              GENERAL PROVISIONS

          Section 1.    DIVIDENDS.  Dividends upon the capital stock of the
corporation, subject to the provisions of the Certificate of Incorporation, if
any, may be declared by the Board of Directors at any regular or special
meeting, pursuant to law.  Dividends may be paid in cash, in property, or in
shares of the capital stock, subject to the provisions of the Certificate of
Incorporation.

          Section 2.    PAYMENT OF DIVIDENDS; DIRECTORS' DUTIES.  Before payment
of any dividend there may be set aside out of any funds of the corporation
available for dividends such sum or sums as the directors from time to time, in
their absolute discretion, think proper as a reserve fund to meet contingencies,
or for equalizing dividends, or for repairing or maintaining any property of the
corporation, or for such other purpose as the directors shall think conducive to
the interests of the corporation, and the directors may abolish any such
reserve.

          Section 3.    CHECK.  All checks or demands for money and notes of the
corporation shall be signed by such officer or officers as the Board of
Directors may from time to time designate.

          Section 4.    FISCAL YEAR.  The fiscal year of the corporation shall
be fixed by resolution of the Board of Directors.

          Section 5.    CORPORATE SEAL.  The corporate seal shall have inscribed
thereon the name of the corporation, the year of its organization and the words
"Corporate Seal, 

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Delaware." Said seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.

          Section 6.    MANNER OF GIVING NOTICE.  Whenever, under the provisions
of the Certificate of Incorporation, or of these By-Laws, or any rule,
regulation or statutory provision applicable to the corporation, notice is
required to be given to any director or stockholder, it shall not be construed
to mean personal notice, but such notice may be given (unless otherwise
provided) in writing, by mail, addressed to such director or stockholder, at his
address as it appears on the records of the corporation, with postage thereon
prepaid, and such notice shall be deemed to be given at the time when the same
shall be deposited in the United States mail. Notice to directors may also be
given by mail, telecopier, or other means of electronic transmission at the
address of such director on the books and records of the corporation.

          Section 7.    WAIVER OF NOTICE.  Whenever any notice is required to be
given under the provisions of the Certificate of Incorporation or of these By-
Laws, or any rule, regulation or statutory provision applicable to the
corporation, a waiver thereof in writing, signed by the person or persons
entitled to said notice, whether before or after the time stated therein, shall
be deemed equivalent thereto.
 
                                  ARTICLE IX

                                  AMENDMENTS
                                  ----------

          Section 1.    AMENDMENT BY DIRECTORS OR STOCKHOLDERS.  These Bylaws
may be altered, amended or repealed or new By-Laws may be adopted by the
affirmative vote of the holders of not less than two-thirds of the total voting
power of all outstanding shares 

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<PAGE>
 
of securities of the corporation then entitled to vote generally in the election
of directors 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 be contained in the notice of such
special meeting.

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<PAGE>
 
                               TABLE OF CONTENTS
                               -----------------
                                                                            Page
                                                                            ----
ARTICLE I OFFICES..............................................................2

ARTICLE II MEETINGS OF STOCKHOLDERS............................................2

ARTICLE III DIRECTORS..........................................................7

ARTICLE IV OFFICERS...........................................................11

ARTICLE V INDEMNIFICATION OF DIRECTORS AND OFFICERS...........................15

ARTICLE VI INDEMNIFICATION OF EMPLOYEES AND AGENTS............................16

ARTICLE VII CERTIFICATES OF STOCK.............................................16

ARTICLE VIII GENERAL PROVISIONS...............................................19

ARTICLE IX AMENDMENTS.........................................................20
 

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