<PAGE>   1
                                                                   EXHIBIT 3(ii)




                            AMERICAN STANDARD INC.
                                      





                               AMENDED BY-LAWS









                          As Adopted on May 4, 1995
                       and Amended on December 5, 1996
                            and February 24, 1997,
                            effective May 1, 1997
<PAGE>   2
                             AMERICAN STANDARD INC.

                                 AMENDED BY-LAWS

                                TABLE OF CONTENTS


                                                                            PAGE

                                    ARTICLE I

                                   STOCKHOLDERS ..........................     1
Section 1.1. Annual Meetings .............................................     1
Section 1.2. Special Meetings ............................................     1
Section 1.3. Notice of Meetings; Waiver ..................................     2
Section 1.4. Quorum ......................................................     2
Section 1.5. Voting ......................................................     2
Section 1.6. Voting by Ballot ............................................     3
Section 1.7. Adjournment .................................................     3
Section 1.8. Proxies .....................................................     4
Section 1.9. Organization; Procedure .....................................     5
Section 1.10. Stockholder Proposals and Nominations of Directors .........     5
Section 1.11. [Reserved] .................................................     5
Section 1.12. [Reserved] .................................................     5
Section 1.13.  Consent of Stockholders in Lieu of Meeting ................     5


                                   ARTICLE II

                               BOARD OF DIRECTORS ........................     6
Section 2.1. General Powers ..............................................     6
Section 2.2. Number and Term of Office ...................................     6
Section 2.3. Election of Directors .......................................     7
Section 2.4. Annual and Regular Meetings .................................     7
Section 2.5. Special Meetings; Notice ....................................     8
Section 2.6. Quorum; Voting ..............................................     9
Section 2.7. Adjournment .................................................     9
Section 2.8. Action Without a Meeting ....................................     9
Section 2.9. Organization ................................................     9
Section 2.10. Regulations; Manner of Acting ..............................     9
Section 2.11. Action by Telephonic Communications ........................    10
Section 2.12. Resignations ...............................................    10
Section 2.13. Removal of Directors .......................................    10
Section 2.14. Vacancies and Newly Created
                            Directorships ................................    10
Section 2.15. Compensation ...............................................    11
Section 2.16. Reliance on Accounts and Reports, etc. .....................    11
<PAGE>   3
                                                                            PAGE

                                   ARTICLE III

                   EXECUTIVE COMMITTEE AND OTHER COMMITTEES ..............    11

Section 3.1. How Constituted .............................................    11
Section 3.2. Powers ......................................................    12
Section 3.3. Proceedings .................................................    13
Section 3.4. Quorum and Manner of Acting .................................    13
Section 3.5. Action by Telephonic Communications .........................    14
Section 3.6. Absent or Disqualified Members ..............................    14
Section 3.7. Resignations ................................................    14
Section 3.8. Removal .....................................................    14
Section 3.9. Vacancies ...................................................    14


                                   ARTICLE IV

                                    OFFICERS .............................    15

Section 4.1. Number ......................................................    15
Section 4.2. Election ....................................................    15
Section 4.3. Salaries ....................................................    15
Section 4.4. Removal and Resignation; Vacancies ..........................    16
Section 4.5. Authority and Duties of Officers ............................    16
Section 4.6. The President ...............................................    16
Section 4.7. Vice Presidents .............................................    17
Section 4.8. The Secretary ...............................................    17
Section 4.9. The Treasurer ...............................................    18
Section 4.10. Additional Officers ........................................    19
Section 4.11. Security ...................................................    20


                                    ARTICLE V

                                  CAPITAL STOCK ..........................    20

Section 5.1. Certificates of Stock, Uncertificated
                           Shares ........................................    20
Section 5.2. Signatures; Facsimile .......................................    21
Section 5.3. Lost, Stolen or Destroyed Certificates ......................    21
Section 5.5. Record Date .................................................    22
Section 5.6. Registered Stockholders .....................................    23
Section 5.7. Transfer Agent and Registrar ................................    24


                                       ii
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                                                                            PAGE

                                   ARTICLE VI

                                INDEMNIFICATION ..........................    24

Section 6.1. Nature of Indemnity .........................................    24
Section 6.2. Successful Defense ..........................................    25

Section 6.3. Determination That Indemnification
                           is Proper .....................................    25
Section 6.4. Advance Payment of Expenses .................................    26
Section 6.5. Procedure for Indemnification of
                           Directors and Officers ........................    26
Section 6.6. Survival; Preservation of Other Rights ......................    27
Section 6.7. Insurance ...................................................    28
Section 6.8. Severability ................................................    28


                                   ARTICLE VII

                                     OFFICES .............................    29

Section 7.1. Registered Office ...........................................    29
Section 7.2. Other Offices ...............................................    29


                                  ARTICLE VIII

                               GENERAL PROVISIONS ........................    29

Section 8.1. Dividends ...................................................    29
Section 8.2. Reserves ....................................................    30
Section 8.3. Execution of Instruments ....................................    30
Section 8.4. Corporate Indebtedness ......................................    30
Section 8.5. Deposits ....................................................    31
Section 8.6. Checks ......................................................    31
Section 8.7. Sale, Transfer, etc. of Securities ..........................    31
Section 8.8. Voting as Stockholder .......................................    31
Section 8.9. Fiscal Year .................................................    32
Section 8.10. Seal .......................................................    32
Section 8.11. Books and Records; Inspection ..............................    32


                                   ARTICLE IX

                          AMENDMENT OF AMENDED BY-LAWS ...................    32

Section 9.1. Amendment ...................................................    32


                                       iii
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                                                                            PAGE

                                    ARTICLE X

                                   CONSTRUCTION...........................    33

Section 10.1.  Construction...............................................    33


                                       iv
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                             AMERICAN STANDARD INC.

                                 AMENDED BY-LAWS
                            As adopted on May 4, 1995


                                    ARTICLE I

                                  STOCKHOLDERS

                  Section 1.1. Annual Meetings. The annual meeting of the
stockholders of the Corporation for the election of Directors and for the
transaction of such other business as properly may come before such meeting
shall be held at such place, either within or without the State of Delaware on
the first Thursday in May (or, if such day is a legal holiday, then on the next
succeeding business day), following the annual meeting of stockholders of
American Standard Companies Inc., or at such other date and time as may be fixed
from time to time by resolution of the Board of Directors and set forth in the
notice or waiver of notice of the meeting. [Sections 211(a), (b).](1)

                  Section 1.2. Special Meetings. Special meetings of the
stockholders may be called at any time by the (i) Chief Executive Officer or
(ii) by the Board of Directors pursuant to a resolution adopted by a majority of
the total number of authorized Directors or (iii) [by a majority of the holders
of the shares of stock of the Corporation then outstanding and entitled to
vote]. Special meetings of the stockholders shall be held at such places, within
or without the State of Delaware, as shall be specified in the respective
notices or waivers of notice thereof. [Section 211(d).]

                  Section 1.3. Notice of Meetings; Waiver. The Secretary, Acting
Secretary or any Assistant Secretary shall cause written notice of the place,
date and hour of each meeting of the stockholders, and, in the case of a special
meeting, the purpose or purposes for which such meeting is called, to be given
personally or by mail, not less than ten nor more than sixty days prior to the
meeting, to each stockholder of record entitled to vote at such meeting. If such
notice is mailed, it shall be deemed to have been given to a stockholder when
deposited in the United States mail,

--------
(1.)     Citations are to the General Corporation Law of the State of Delaware
         as in effect on May 4, 1995 (the "GCL"), and are inserted for reference
         only, and do not constitute a part of the Amended By-Laws.
<PAGE>   7
postage prepaid, directed to the stockholder at his address as it appears on the
record of stockholders of the Corporation, or, if he shall have filed with the
Secretary or Acting or Assistant 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. Such further notice shall be given as may be required by
law.

                  No notice of any meeting of stockholders need be given to any
stockholder who submits a signed waiver of notice, whether before or after the
meeting. Neither the business to be transacted at, nor the purpose of, any regu-
lar or special meeting of the stockholders need be specified in a written waiver
of notice. The attendance of any stockholder at a meeting of stockholders shall
constitute a waiver of notice of such meeting, except when the stockholder
attends a meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business on the ground that the meeting is
not lawfully called or convened. [Sections 222, 229.]

                  Section 1.4. Quorum. Except as otherwise required by law or
by the Restated Certificate of Incorporation, the presence in person or by proxy
of the holders of record of a majority of the shares entitled to vote at a
meeting of stockholders shall constitute a quorum for the transaction of
business at such meeting. [Section 216.]

                  Section 1.5. Voting. If, pursuant to Section 5.5 of these
Amended By-Laws, a record date has been fixed, every holder of record of shares
entitled to vote at a meeting of stockholders shall be entitled to one vote for
each share outstanding in his name on the books of the Corporation at the close
of business on such record date, provided, however, that the certificate of
designation pertaining to any series of the Corporation's preferred stock may
provide for a greater number of votes per share of such series. If no record
date has been fixed, then every holder of record of shares entitled to vote at a
meeting of stockholders shall be entitled to one vote (subject to the same
proviso as set forth in the immediately preceding sentence) for each share of
stock standing in his name on the books of the Corporation at the close of
business on the day next preceding the day on which notice of the meeting is
given, or, if notice is waived, at the close of business on the day next
preceding the day on which the meeting is held. Except as otherwise required by
law, by the Restated Certificate of Incorporation or by these Amended By-Laws,
the vote of a majority of the shares represented in person or by proxy at any
meeting at which a quorum is present shall be sufficient for the transaction of
any business at


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such meeting.  [Sections 212(a), 216.]

                  Section 1.6. Voting by Ballot. No vote of the stockholders
need be taken by written ballot unless otherwise required by law. Any vote which
need not be taken by ballot may be conducted in any manner approved by the
meeting.

                  Section 1.7. Adjournment. If a quorum is not present at any
meeting of the stockholders, the stockholders present in person or by proxy
shall have the power to adjourn any such meeting from time to time until a
quorum is present. Notice of any adjourned meeting of the stockholders of the
Corporation need not be given if the place, date and hour thereof are announced
at the meeting at which the adjournment is taken, provided, however, that if the
adjournment is for more than thirty days, or if after the adjournment a new
record date for the adjourned meeting is fixed pursuant to Section 5.5 of these
Amended By-Laws, a notice of the adjourned meeting, conforming to the
requirements of Section 1.3 hereof, shall be given to each stockholder of record
entitled to vote at such meeting. At any adjourned meeting at which a quorum is
present, any business may be transacted that might have been transacted on the
original date of the meeting. [Section 222(c).]

                  Section 1.8. Proxies. Any stockholder entitled to vote at any
meeting of the stockholders or to express consent to or dissent from corporate
action without a meeting may authorize another person or persons to vote at any
such meeting and express such consent or dissent for him by proxy. A stockholder
may authorize a valid proxy by executing a written instrument signed by such
stockholder, or by causing his or her signature to be affixed to such writing by
any reasonable means including, but not limited to, by facsimile signature, or
by transmitting or authorizing the transmission of a telegram, cablegram or
other means of electronic transmission to the person designated as the holder of
the proxy, a proxy solicitation firm or a like authorized agent. No such proxy
shall be voted or acted upon after the expiration of three years from the date
of such proxy, unless such proxy provides for a longer period. Every proxy shall
be revocable at the pleasure of the stockholder executing it, except in those
cases where applicable law provides that a proxy shall be irrevocable. A
stockholder may revoke any proxy which is not irrevocable by attending the
meeting and voting in person or by filing an instrument in writing revoking the
proxy or by filing another duly executed proxy bearing a later date with the
Secretary. Proxies by telegram, cablegram or other electronic transmission must
either set forth or be submitted with information from which it can be


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determined that the telegram, cablegram or other electronic transmission was
authorized by the stockholder. Any copy, facsimile telecommunication or other
reliable reproduction of a writing or transmission created pursuant to this
section may be substituted or used in lieu of the original writing or
transmission for any and all purposes for which the original writing or
transmission could be used, provided that such copy, facsimile telecommunication
or other reproduction shall be a complete reproduction of the entire original
writing or transmission. [Sections 212(b), (c), (d), (e).]

                  Section 1.9. Organization; Procedure. At every meeting of
stockholders the presiding officer shall be the President or, in the event of
his absence or disability, any Vice President or a presiding officer chosen by a
majority of the stockholders present in person or by proxy. The Secretary or
Acting Secretary, or in the event of his absence or disability, the Assistant
Secretary, if any, or if there be no Assistant Secretary, in the absence of the
Secretary or Acting Secretary, an appointee of the presiding officer, shall act
as Secretary of the meeting. The order of business and all other matters of
procedure at every meeting of stockholders may be determined by such presiding
officer.

                  Section 1.10. Stockholder Proposals and Nominations of
Directors. Nominations for election to the Board of Directors of the Corporation
at a meeting of the stockholders may be made by the Board of Directors, or on
behalf of the Board of Directors by a Nominating Committee appointed by the
Board of Directors, or by any stockholder of the Corporation entitled to vote
for the election of Directors at such meeting.

                  Section 1.11. [Reserved] Inspectors of Elections. [Sections
231(a), (b), (d).]

                  Section 1.12. [Reserved] Opening and Closing of Polls.
[Section 231(c).]

                  Section 1.13. Consent of Stockholders in Lieu of Meeting. Any
action required or permitted to be taken by the stockholders of the Corporation
may be taken without a meeting, without prior notice and without a vote, if a
consent or consents in writing, setting forth the action so taken, shall be
signed by the holders of outstanding stock having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voted and
shall be delivered to the Corporation by delivery to its registered office in
the State of Delaware,


                                        4
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its principal place of business, or to an officer or agent of the Corporation
having custody of the book in which proceedings of meetings of stockholders are
recorded. Delivery made to the Corporation's registered office shall be by hand
or by certified or registered mail, return receipt requested.

                  Every written consent permitted by this section shall bear the
date of signature of each stockholder who signs the consent and no written
consent shall be effective to take the corporate action referred to therein
unless, within sixty days of the earliest dated consent delivered in the manner
required by law to the Corporation, written consents signed by a sufficient
number of holders to take action are delivered to the Corporation by delivery to
its registered office in the State of Delaware, its principal place of business,
or an officer or agent of the Corporation having custody of the book in which
proceedings of meetings of stockholders are recorded. Delivery made to the
Corporation's registered office shall be by hand or by certified or registered
mail, return receipt requested. Prompt notice of the taking of the corporate
action without a meeting by less than unanimous written consent shall be given
to those stockholders who have not so consented in writing. [Section 228(a),
(c), (d).]


                                   ARTICLE II

                               BOARD OF DIRECTORS

                  Section 2.1. General Powers. Except as may otherwise be
provided by law, by the Restated Certificate of Incorporation or by these
Amended By-Laws, the business and affairs of the Corporation shall be managed by
or under the direction of the Board of Directors which may exercise all such
powers of the Corporation. [Section 141(a).]

                  Section 2.2. Number and Term of Office. The number of
Directors constituting the entire Board of Directors shall be nine (9), which
number may be modified from time to time by resolution of the Board of
Directors, but in no event shall the number of Directors be less than three (3)
or greater than twenty-one (21). Each Director (whenever elected) shall hold
office until his successor has been duly elected and qualified, or until his
earlier death, resignation or removal. If the number of Directors is changed,
any increase or decrease shall be apportioned among the classes so as to
maintain or attain a number of Directors in each class as nearly equal as
reasonably possible, but no decrease in the number of Directors may shorten the
term of any incumbent Director.


                                        5
<PAGE>   11
                  Section 2.3. Election of Directors. The members of the Board
of Directors elected by the holders of the Common Stock of the Corporation shall
be divided at the annual meeting of stockholders to be held in 1995 into three
classes, designated Classes I, II and III, which shall be as nearly equal in
number as possible. At the annual meeting of stockholders in 1995, Directors of
Class I shall be elected to hold office for a term expiring at the annual
meeting of stockholders to be held in 1996, Directors of Class II shall be
elected to hold office for a term expiring at the annual meeting of stockholders
to be held in 1997 and Directors of Class III shall be elected to hold office
for a term expiring at the annual meeting of stockholders to be held in 1998. At
each succeeding annual meeting of stockholders following such initial
classification and election, the respective successors of Directors whose terms
are expiring shall be elected for terms expiring at the annual meeting of
stockholders held in the third succeeding year. If the annual meeting of
stockholders for the election of Directors is not held on the date designated
therefor, the Directors shall cause the meeting to be held as soon thereafter
as convenient. At each meeting of the stockholders for the election of
Directors, provided a quorum is present, the Directors shall be elected by a
plurality of the votes validly cast in such election. Notwithstanding the
foregoing, the election, term, removal and filling of vacancies with respect to
Directors elected separately by the holders of one or more series of Preferred
Stock of the Corporation shall not be governed by this Article II, but rather
shall be as provided for in the resolutions adopted by the Board of Directors
creating and establishing such series of Preferred Stock. [Sections 141(d),
211(b), (c), 216.]

                  Section 2.4. Annual and Regular Meetings. The annual meeting
of the Board of Directors for the purpose of electing officers and for the
transaction of such other business as may come before the meeting shall be held
as soon as possible following adjournment of the annual meeting of the
stockholders at the place of such annual meeting of the stockholders. Notice of
such annual meeting of the Board of Directors need not be given. The Board of
Directors from time to time may by resolution provide for the holding of
regular meetings and fix the place (which may be within or without the State of
Delaware) and the date and hour of such meetings. Notice of regular meetings
need not be given, provided, however, that if the Board of Directors shall fix
or change the time or place of any regular meeting, notice of such action shall
be mailed promptly, or sent by facsimile transmission or telegram, to each
Director who shall not have been present at the meeting at which such action was
taken, addressed to him at his usual place of


                                        6
<PAGE>   12
business, or shall be delivered to him personally. Notice of such action need
not be given to any Director who attends the first regular meeting after such
action is taken without protesting the lack of notice to him, prior to or at the
commencement of such meeting, or to any Director who submits a signed waiver of
notice, whether before or after such meeting. [Section 141(g).]

                  Section 2.5. Special Meetings; Notice. Special meetings of the
Board of Directors shall be held whenever called by a majority of the total
authorized number of Directors, the Chairman or by the President or, in the
event of his absence or disability, by any Vice President or by the Secretary or
Acting Secretary, at such place (within or without the State of Delaware), date
and hour as may be specified in the respective notices or waivers of notice of
such meetings. Special meetings of the Board of Directors may be called on 24
hours' notice, if notice is given to each Director personally or by telephone,
telegram, facsimile or other electronic means of transmission, or on five days'
notice, if notice is mailed to each Director, addressed to him at his usual
place of business. Notice of any special meeting need not be given to any
Director who attends such meeting without protesting the lack of notice to him,
prior to or at the commencement of such meeting, or to any Director who submits
a signed waiver of notice, whether before or after such meeting, and any
business may be transacted thereat. [Sections 141(g), 229.]

                  Section 2.6. Quorum; Voting. At all meetings of the Board of
Directors, the presence of a majority of the total authorized number of
Directors shall constitute a quorum for the transaction of business. Except as
otherwise required by law, the Restated Certificate of Incorporation or these
Amended By-Laws, the vote of a majority of the Directors present at any meeting
at which a quorum is present shall be the act of the Board of Directors.
[Section 141(b).]

                  Section 2.7. Adjournment. A majority of the Directors present,
whether or not a quorum is present, may adjourn any meeting of the Board of
Directors to another time or place. No notice need be given of any adjourned
meeting unless the time and place of the adjourned meeting are not announced at
the time of adjournment, in which case notice conforming to the requirements of
Section 2.5 shall be given to each Director.

                  Section 2.8. Action Without a Meeting. Any action required or
permitted to be taken at any meeting of the Board of Directors may be taken
without a meeting if all members of the Board of Directors consent thereto in
writ-


                                        7
<PAGE>   13
ing, and such writing or writings are filed with the minutes of proceedings of
the Board of Directors. [Section 141(f).]

                  Section 2.9. Organization. Meetings of the Board of Directors
shall be presided over by the Chairman of the Board or, in his absence or if
such office is vacant, by the President, or in their absence by a chairman
chosen at the meeting. The Secretary or Acting Secretary shall act as secretary
of the meeting, but in his absence the chairman of the meeting may appoint any
person to act as secretary of the meeting.

                  Section 2.10. Regulations; Manner of Acting. To the extent
consistent with applicable law, the Restated Certificate of Incorporation and
these Amended By-Laws, the Board of Directors may adopt such rules and
regulations for the conduct of meetings of the Board of Directors and for the
management of the property, affairs and business of the Corporation as the Board
of Directors may deem appropriate. The Directors shall act only as a Board, and
the individual Directors shall have no power as such.

                  Section 2.11. Action by Telephonic Communications. Members of
the Board of Directors may participate in a meeting of the Board of Directors by
means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this provision shall constitute presence
in person at such meeting. [Section 141(i).]

                  Section 2.12. Resignations. Any Director may resign at any
time by delivering a written notice of resignation, signed by such Director, to
the President or the Secretary or Acting Secretary. Unless otherwise specified
therein, such resignation shall take effect upon delivery. [Section 141(b).]

                  Section 2.13. Removal of Directors. A Director may be removed
for or without cause, upon the affirmative vote of the holders of a majority of
the outstanding shares of stock of the Corporation then entitled to vote at an
election of Directors, cast at a special meeting of stockholders called for the
purpose or at an annual meeting. Notwithstanding the foregoing, the election,
term, removal and filling of vacancies with respect to Directors elected
separately by the holders of one or more series of Preferred Stock of the
Corporation shall not be governed by this Article II, but rather shall be as
provided for either in the Restated Certificate of Incorporation or in the
Preferred Stock Certificate of Designations pursuant to which such series of
Preferred Stock was created and


                                        8
<PAGE>   14
established. [Section 141(k).]

                  Section 2.14. Vacancies and Newly Created Directorships. If
any vacancies shall occur in the Board of Directors, by reason of death,
resignation, removal (and the stockholders shall not have filled such vacancy as
provided in Section 2.13 above) or otherwise, or if the authorized number of
Directors shall be increased, the Directors then in office shall continue to
act, and such vacancies or newly created directorships, as the case may be, may
be filled by a majority of Directors then in office, although less than a
quorum. A Director elected by the Directors pursuant to this Section 2.14 to
fill a vacancy or a newly created directorship shall hold office until his
successor has been elected and qualified or until his earlier death, resignation
or removal. [Section 223.]

                  Section 2.15. Compensation. The amount, if any, which each
Director shall be entitled to receive as compensation for his services as such
shall be fixed from time to time by resolution of the Board of Directors.
[Section 141(h).]

                  Section 2.16. Reliance on Accounts and Reports, etc. A
Director, or a member of any Committee designated by the Board of Directors
shall, in the performance of his duties, be fully protected in relying in good
faith upon the records of the Corporation and upon information, opinions,
reports or statements presented to the Corporation by any of the Corporation's
officers or employees, or Committees designated by the Board of Directors, or by
any other person as to the matters the member reasonably believes are within
such other person's professional or expert competence and who has been selected
with reasonable care by or on behalf of the Corporation. [Section 141(e).]


                                   ARTICLE III

                    EXECUTIVE COMMITTEE AND OTHER COMMITTEES

                  Section 3.1. How Constituted. The Board of Directors may, by
resolution adopted by a majority of the whole Board, designate one or more
Committees, including an Executive Committee, each such Committee to consist of
such number of Directors as from time to time may be fixed by the Board of
Directors. The Board of Directors may designate one or more Directors as
alternate members of any such Committee, who may replace any absent or
disqualified member or members at any meeting of such Committee. Thereafter, 
members (and alternate members, if any) of each such Committee may be designated
at the annual meeting of the Board of


                                        9
<PAGE>   15
Directors. Any such Committee may be abolished or re-designated from time to
time by the Board of Directors. Each member (and each alternate member) of any
such Committee (whether designated at an annual meeting of the Board of
Directors or to fill a vacancy or otherwise) shall hold office until his
successor shall have been designated or until he shall cease to be a Director,
or until his earlier death, resignation or removal. [Section 141(c).]

                  Section 3.2. Powers. During the intervals between the
meetings of the Board of Directors, the Executive Committee, except as otherwise
provided in this section, shall have and may exercise all the powers and
authority of the Board of Directors in the management of the property, affairs
and business of the Corporation, including the power to declare dividends and to
authorize the issuance of stock. Each such other Committee, except as otherwise
provided in this section, shall have and may exercise such powers of the Board
of Directors as may be provided by resolution or resolutions of the Board of
Directors. Neither the Executive Committee nor any such other Committee shall
have the power or authority:

                  (a) to amend the Restated Certificate of Incorporation (except
         that a Committee may, to the extent authorized in the resolution or
         resolutions providing for the issuance of shares of stock adopted by
         the Board of Directors as provided in Section 151(a) of the Delaware
         General Corporation Law, fix the designations and any of the
         preferences or rights of such shares relating to dividends, redemption,
         dissolution, any distribution of assets of the Corporation or the
         conversion into, or the exchange of such shares for, shares of any
         other class or classes or any other series of the same or any other
         class or classes of stock of the Corporation or fix the number of
         shares of any series of stock or authorize the increase or decrease of
         the shares of any series),

                  (b) to adopt an agreement of merger or consolidation,

                  (c) to recommend to the stockholders the sale, lease or
         exchange of all or substantially all of the Corporation's property and
         assets,

                  (d) to recommend to the stockholders a dissolution of the
         Corporation or a revocation of a dissolution, or

                  (e) to amend the Amended By-Laws of the Corporation.


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<PAGE>   16
The Executive Committee shall have, and any such other Committee may be granted
by the Board of Directors, power to authorize the seal of the Corporation to be
affixed to any or all papers which may require it. [Section 141(c).]

                  Section 3.3. Proceedings. Each such Committee may fix its own
rules of procedure and may meet at such place (within or without the State of
Delaware), at such time and upon such notice, if any, as it shall determine from
time to time. Each such Committee shall keep minutes of its proceedings and
shall report such proceedings to the Board of Directors at the meeting of the
Board of Directors next following any such proceedings.

                  Section 3.4. Quorum and Manner of Acting. Except as may be
otherwise provided in the resolution creating such Committee, at all meetings of
any Committee the presence of members (or alternate members) constituting a
majority of the total authorized membership of such Committee shall constitute a
quorum for the transaction of business. The act of the majority of the members
present at any meeting at which a quorum is present shall be the act of such
Committee. Any action required or permitted to be taken at any meeting of any
such Committee may be taken without a meeting, if all members of such Committee
shall consent to such action in writing and such writing or writings are filed
with the minutes of the proceedings of the Committee. The members of any such
Committee shall act only as a Committee, and the individual members of such
Committee shall have no power as such. [Section 141(c), (f).]

                  Section 3.5. Action by Telephonic Communications. Members of
any Committee designated by the Board of Directors may participate in a meeting
of 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 participation in a meeting pursuant to this provision shall
constitute presence in person at such meeting. [Section 141(i).]

                  Section 3.6. Absent or Disqualified Members. In the absence or
disqualification of a member of any 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. [Section 141(c).]

                  Section 3.7. Resignations. Any member (and any alternate
member) of any Committee may resign at any time by delivering a written notice
of resignation, signed by such


                                       11
<PAGE>   17
member, to the Chairman or the President. Unless otherwise specified therein,
such resignation shall take effect upon delivery.

                  Section 3.8. Removal. Any member (and any alternate member)
of any Committee may be removed at any time, either for or without cause, by
resolution adopted by a majority of the whole Board of Directors.

                  Section 3.9. Vacancies. If any vacancy shall occur in any
Committee, by reason of disqualification, death, resignation, removal or
otherwise, the remaining members (and any alternate members) shall continue to
act, and any such vacancy may be filled by the Board of Directors.


                                   ARTICLE IV

                                    OFFICERS

                  Section 4.1. Number. The officers of the Corporation shall be
chosen by the Board of Directors and shall be a President, one or more Vice
Presidents, a Secretary, a Controller, a General Auditor and a Treasurer, and it
may, if it so determines, elect a Chairman of the Board of Directors from among
its members. The Board of Directors also may elect a Vice Chairman and one or
more Acting or Assistant Secretaries, Assistant Controllers and Assistant
Treasurers in such numbers as the Board of Directors may determine. Any number
of offices may be held by the same person, except that neither the Chairman of
the Board of Directors nor the President shall also hold the office of
Secretary. No officer, other than the Chairman or Vice Chairman, need be a
Director of the Corporation. [Section 142(a), (b).]

                  Section 4.2. Election. Unless otherwise determined by the
Board of Directors, the officers of the Corporation shall be elected by the
Board of Directors at the annual meeting of the Board of Directors, and shall be
elected to hold office until the next succeeding annual meeting of the Board of
Directors. In the event of the failure to elect officers at such annual meeting,
officers may be elected at any regular or special meeting of the Board of
Directors. Each officer shall hold office until his successor has been elected
and qualified, or until his earlier death, resignation or removal. [Section
142(b).]

                  Section 4.3. Salaries. The salaries of all officers and
agents of the Corporation shall be fixed by the Board of Directors.


                                       12
<PAGE>   18
                  Section 4.4. Removal and Resignation; Vacancies. Any officer
may be removed for or without cause at any time by the Board of Directors. Any
officer may resign at any time by delivering a written notice of resignation,
signed by such officer, to the Board of Directors or the President or the
Secretary or Acting Secretary. Unless otherwise specified therein, such
resignation shall take effect upon delivery. Any vacancy occurring in any office
of the Corporation, by death, resignation, removal or otherwise, shall be filled
by the Board of Directors. [Section 142(b), (e).]

                  Section 4.5. Authority and Duties of Officers. The officers of
the Corporation shall have such authority and shall exercise such powers and
perform such duties as may be specified in these Amended By-Laws, except that in
any event each officer shall exercise such powers and perform such duties as may
be required by law. [Section 142(a).]

                  Section 4.6. The President. The President shall preside at all
meetings of the stockholders and Directors at which he is present in the absence
of the Chairman or Vice Chairman, shall be the chief executive officer and the
chief operating officer of the Corporation, shall have general control and
supervision of the policies and operations of the Corporation and shall see that
all orders and resolutions of the Board of Directors are carried into effect. He
shall manage and administer the Corporation's business and affairs and shall
also perform all duties and exercise all powers usually pertaining to the office
of a chief executive officer and a chief operating officer of a corporation. He
shall have the authority to sign, in the name and on behalf of the Corporation,
checks, orders, contracts, leases, notes, drafts and other documents and in-
struments in connection with the business of the Corporation, and together with
the Secretary or an Acting or Assistant Secretary, conveyances of real estate
and other documents and instruments to which the seal of the Corporation is
affixed. He shall have the authority to cause the employment or appointment of
such employees and agents of the Corporation as the conduct of the business of
the Corporation may require, to fix their compensation, and to remove or suspend
any employee or agent elected or appointed by the President or the Board of
Directors. The President shall perform such other duties and have such other
powers as the Board of Directors or the Chairman may from time to time
prescribe.


                                       13
<PAGE>   19
                  Section 4.7. Vice Presidents. Each Vice President shall
perform such duties and exercise such powers as may be assigned to him from time
to time by the President. In the absence of the President, the duties of the
President shall be performed and his powers may be exercised by such Vice
President as shall be designated by the President, or failing such designation,
such duties shall be performed and such powers may be exercised by each Vice
President in the order of their earliest election to that office, subject in any
case to review and superseding action by the President.

                  Section 4.8. The Secretary. The Secretary shall have the
following powers and duties:

                  (a) He shall keep or cause to be kept a record of all the
         proceedings of the meetings of the stockholders and of the Board of
         Directors in books provided for that purpose.

                  (b) He shall cause all notices to be duly given in accordance
         with the provisions of these Amended By-Laws and as required by law.

                  (c) Whenever any Committee shall be appointed pursuant to a
         resolution of the Board of Directors, he shall furnish a copy of such
         resolution to the members of such Committee.

                  (d) He shall be the custodian of the records and of the seal
         of the Corporation and cause such seal (or a facsimile thereof) to be
         affixed to all certificates representing shares of the Corporation
         prior to the issuance thereof and to all instruments the execution of
         which on behalf of the Corporation under its seal shall have been duly
         authorized in accordance with these Amended By-Laws, and when so
         affixed he may attest the same.

                  (e) He shall properly maintain and file all books, reports,
         statements, certificates and all other documents and records required
         by law, the Restated Certificate of Incorporation or these Amended
         By-Laws.

                  (f) He shall have charge of the stock books and ledgers of the
         Corporation and shall cause the stock and transfer books to be kept in
         such manner as to show at any time the number of shares of stock of the
         Corporation of each class issued and outstanding, the names (arranged
         alphabetically or chronologically) and the addresses of the holders of
         record of such shares, the number of shares held by each holder and the
         date as of which each became such holder of record.


                                       14
<PAGE>   20
                  (g) He shall sign (unless the Treasurer, an Assistant
         Treasurer or Acting or Assistant Secretary shall have signed)
         certificates representing shares of the Corporation the issuance of
         which shall have been authorized by the Board of Directors.

                  (h) He shall perform, in general, all duties incident to the
         office of Secretary and such other duties as may be specified in these
         Amended By-Laws or as may be assigned to him from time to time by the
         Board of Directors, or the President.

                  Section 4.9. The Treasurer. The Treasurer shall have the
following powers and duties:

                  (a) He shall have charge and supervision over and be
         responsible for the moneys, securities, receipts and disbursements of
         the Corporation, and shall keep or cause to be kept full and accurate
         records of all receipts of the Corporation.

                  (b) He shall cause the moneys and other valuable effects of
         the Corporation to be deposited in the name and to the credit of the
         Corporation in such banks or trust companies or with such bankers or
         other depositaries as shall be selected in accordance with Section
         8.5 of these Amended By-Laws.

                  (c) He shall cause the moneys of the Corporation to be
         disbursed by checks or drafts (signed as provided in Section 8.6 of
         these Amended By-Laws) upon the authorized depositories of the
         Corporation and cause to be taken and preserved proper vouchers for all
         moneys disbursed.

                  (d) He shall render to the Board of Directors or the
         President, whenever requested, a statement of the financial condition
         of the Corporation and of all his transactions as Treasurer, and render
         a full financial report at the annual meeting of the stockholders, if
         called upon to do so.

                  (e) He shall be empowered from time to time to require from
         all officers or agents of the Corporation reports or statements giving
         such information as he may desire with respect to any and all financial
         transactions of the Corporation.

                  (f) He may sign (unless an Assistant Treasurer or the
         Secretary or an Acting or Assistant Secretary shall have signed)
         certificates representing stock of the Corporation the issuance of
         which shall have been


                                       15
<PAGE>   21
         authorized by the Board of Directors.

                  (g) He shall perform, in general, all duties incident to the
         office of treasurer and such other duties as may be specified in these
         Amended By-Laws or as may be assigned to him from time to time by the
         Board of Directors, or the President.

                  Section 4.10. Additional Officers. The Board of Directors may
appoint such other officers and agents as it may deem appropriate, and such
other officers and agents and the officers specified in Section 4.1 hereof not
covered in Sections 4.6 through 4.9 hereof shall hold their offices for such
terms and shall exercise such powers and perform such duties as generally
pertain to their respective offices, as well as such powers and duties as from
time to time may be authorized or prescribed by the Board of Directors. The
Board of Directors from time to time may delegate to any officer or agent the
power to appoint subordinate officers or agents and to prescribe their
respective rights, terms of office, authorities and duties. Any such officer or
agent may remove any such subordinate officer or agent appointed by him, for or
without cause. [Section 142(a), (b).]

                  Section 4.11. Security. The Board of Directors may require any
officer, agent or employee of the Corporation to provide security for the
faithful performance of his duties, in such amount and of such character as may
be determined from time to time by the Board of Directors. [Section 142(c).]


                                    ARTICLE V

                                  CAPITAL STOCK

                  Section 5.1. Certificates of Stock, Uncertificated Shares.
The shares of the Corporation shall be represented by certificates, provided
that the Board of Directors may provide by resolution or resolutions that some
or all of any or all classes or series of the stock of the Corporation, or
rights associated therewith shall be uncertificated shares. Any such resolution
shall not apply to shares represented by a certificate until each certificate is
surrendered to the Corporation. Notwithstanding the adoption of such a
resolution by the Board of Directors, every holder of stock in the Corporation
represented by certificates and upon request every holder of uncertificated
shares shall be entitled to have a certificate signed by, or in the name of the
Corporation, by the Chairman, President or a Vice President, and by the


                                       16
<PAGE>   22
Treasurer or an Assistant Treasurer, or the Secretary or an Acting or Assistant
Secretary, representing the number of shares registered in certificate form.
Such certificate shall be in such form as the Board of Directors may determine,
to the extent consistent with applicable law, the Restated Certificate of
Incorporation and these Amended By-Laws. [Section 158.]

                  Section 5.2. Signatures; Facsimile. All of such signatures on
the certificate may be a facsimile, engraved or printed, to the extent permitted
by law. 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 158.]

                  Section 5.3. Lost, Stolen or Destroyed Certificates. The
Board of Directors may direct that a new certificate be issued in place of any
certificate theretofore issued by the Corporation alleged to have been lost,
stolen or destroyed, upon delivery to the Board of Directors of an affidavit of
the owner or owners of such certificate, setting forth such allegation. The
Board of Directors may require the owner of such lost, stolen or destroyed
certificate, or his legal representative, to give the Corporation a bond
sufficient to indemnify it against any claim that may be made against it on
account of the alleged loss, theft or destruction of any such certificate or the
issuance of any such new certificate. [Section 167.]

                  Section 5.4. Transfer of Stock. Upon surrender to the
Corporation or the transfer agent of the Corporation of a certificate for
shares, duly endorsed or accompanied by appropriate evidence of succession,
assignment or authority to transfer, the Corporation shall issue a new
certificate to the person entitled thereto, cancel the old certificate and
record the transaction upon its books. Within a reasonable time after the
transfer of uncertificated stock, the Corporation shall send to the registered
owner thereof a written notice containing the information required to be set
forth or stated on certificates pursuant to Sections 151, 156, 202(a) or 218(a)
of the General Corporation Law of the State of Delaware. Subject to the
provisions of the Restated Certificate of Incorporation and these Amended
By-Laws, the Board of Directors may prescribe such additional rules and
regulations as it may deem appropriate relating to the issue, transfer and
registration of shares of the Corporation. [Section 151(f).]


                                       17
<PAGE>   23
                  Section 5.5. Record Date. In order to determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or entitled to express consent to corporate action in
writing without a meeting, or entitled to receive payment of any dividend or
other distribution or allotment of any rights, or entitled to exercise any
rights in respect of any change, conversion or exchange of stock or for the
purpose of any other lawful action, the Board of Directors may fix, in advance,
a record date, which record date shall not precede the date on which the
resolution fixing the record date is adopted by the Board of Directors, and
which shall not be more than sixty nor less than ten days before the date of
such meeting. 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.

                  In order that the Corporation may determine the stockholders
entitled pursuant to these Amended By-Laws to consent to corporate action in
writing without a meeting, the Board of Directors may fix a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted by the Board of Directors, and which date shall not be
more than ten days after the date upon which the resolution fixing the record
date is adopted by the Board of Directors. If no record date has been fixed by
the Board of Directors, the record date for determining stockholders entitled to
consent to corporate action in writing without a meeting, when no prior action
by the Board of Directors is required by law, shall be the first date on which a
signed written consent setting forth the action taken or proposed to be taken is
delivered to the Corporation by delivery to its registered office in the State
of Delaware, its principal place of business, or an officer or agent of the
Corporation having custody of the book in which proceedings of meetings of
stockholders are recorded. Delivery made to the Corporation's registered office
shall be by hand or by certified or registered mail, return receipt requested.
If no record date has been fixed by the Board of Directors and prior action by
the Board of Directors is required by law, the record date for determining
stockholders entitled to consent to corporate action in writing without a
meeting shall be at the close of business on the day on which the Board of
Directors adopts the resolution taking such prior action.

                  In order that the Corporation may determine the stockholders
entitled to receive payment of any dividend or other distribution or allotment
of any rights of the stockholders entitled to exercise any rights in respect of


                                       18
<PAGE>   24
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 record date
shall not precede the date upon which the resolution fixing the record date is
adopted, and which record date shall be not more than sixty days prior to such
action. If no record date is fixed, the record date for determining stockholders
for any such purpose shall be at the close of business on the day on which the
Board of Directors adopts the resolution relating thereto. [Section 213.]

                  Section 5.6. Registered Stockholders. Prior to due surrender
of a certificate for registration of transfer, the Corporation may treat the
registered owner as the person exclusively entitled to receive dividends and
other distributions, to vote, to receive notice and otherwise to exercise all
the rights and powers of the owner of the shares represented by such
certificate, and the Corporation shall not be bound to recognize any equitable
or legal claim to or interest in such shares on the part of any other person,
whether or not the Corporation shall have notice of such claim or interests.
Whenever any transfer of shares shall be made for collateral security, and not
absolutely, it shall be so expressed in the entry of the transfer if, when the
certificates are presented to the Corporation for transfer or uncertificated
shares are requested to be transferred, both the transferor and transferee
request the Corporation to do so. [Section 159.]

                  Section 5.7. Transfer Agent and Registrar. The Board of
Directors may appoint one or more transfer agents and one or more registrars,
and may require all certificates representing shares to bear the signature of
any such transfer agents or registrars.


                                   ARTICLE VI

                                 INDEMNIFICATION

                  Section 6.1. Nature of Indemnity. The Corporation shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact that he
is or was or has agreed to become a Director or officer of the Corporation, or
is or was serving or has agreed to serve at the request of the Corporation as a
director or officer of another corporation, partnership, joint venture, trust
or other enterprise, or by reason of any action alleged to have been taken or
omitted in such capacity, and may indemnify any person who was or is a party


                                       19
<PAGE>   25
or is threatened to be made a party to such an action, suit or proceeding by
reason of the fact that he is or was or has agreed to become an employee or
agent of the Corporation, or is or was serving or has agreed to serve at the
request of the Corporation as an employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him or on his behalf in connection with such
action, suit or proceeding and any appeal therefrom, if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding had no reasonable cause to believe his conduct was unlawful; except
that in the case of an action or suit by or in the right of the Corporation to
procure a judgment in its favor (1) such indemnification shall be limited to
expenses (including attorneys' fees) actually and reasonably incurred by such
person in the defense or settlement of such action or suit, and (2) no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the Corporation
unless and only to the extent that the Delaware Court of Chancery or the court
in which such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Delaware Court of Chancery or such other court shall deem
proper.

                  The termination of any action, suit or proceeding by judgment,
order settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful.

                  Section 6.2. Successful Defense. To the extent that a
Director, officer, employee or agent of the Corporation has been successful on
the merits or otherwise in defense of any action, suit or proceeding referred
to in Section 6.1 hereof or in defense of any claim, issue or matter therein,
he shall be indemnified against expenses (including attorneys' fees) actually
and reasonably incurred by him in connection therewith.

                  Section 6.3. Determination That Indemnification is Proper. Any
indemnification of a Director or officer of the Corporation under Section 6.1
hereof (unless ordered by a court) shall be made by the Corporation unless a
deter-


                                       20
<PAGE>   26
mination is made that indemnification of the Director or officer is not
proper in the circumstances because he has not met the applicable standard of
conduct set forth in Section 6.1 hereof. Any indemnification of an employee or
agent of the Corporation under Section 6.1 hereof (unless ordered by a court)
may be made by the Corporation upon a determination that indemnification of the
employee or agent is proper in the circumstances because he has met the appli-
cable standard of conduct set forth in Section 6.1 hereof. Any such
determination shall be made (1) by a majority vote of the Directors who are not
parties to such action, suit or proceeding, even though less than a quorum, or
(2) if there are no such Directors, or if such Directors so direct, by
independent legal counsel in a written opinion, or (3) by the stockholders.

                  Section 6.4. Advance Payment of Expenses. Expenses (including
attorneys' fees) incurred by a Director or officer in defending any civil,
criminal, administrative or investigative action, suit or proceeding shall be
paid by the Corporation in advance of the final disposition of such action, suit
or proceeding upon receipt of an undertaking by or on behalf of the Director or
officer to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the Corporation as authorized in this Article.
Such expenses (including attorneys' fees) incurred by other employees and agents
may be so paid upon such terms and conditions, if any, as the Board of Directors
deems appropriate. The Board of Directors may authorize the Corporation's
counsel to represent such Director, officer, employee or agent in any action,
suit or proceeding, whether or not the Corporation is a party to such action,
suit or proceeding.

                  Section 6.5. Procedure for Indemnification of Directors and
Officers. Any indemnification of a Director or officer of the Corporation under
Sections 6.1 and 6.2, or advance of costs, charges and expenses to a Director or
officer under Section 6.4 of this Article, shall be made promptly, and in any
event within 30 days, upon the written request of the Director or officer. If a
determination by the Corporation that the Director or officer is entitled to
indemnification pursuant to this Article is required, and the Corporation fails
to respond within sixty days to a written request for indemnity, the Corporation
shall be deemed to have approved such request. If the Corporation denies a
written request for indemnity or advancement of expenses, in whole or in part,
or if payment in full pursuant to such request is not made within 30 days, the
right to indemnification or advances as granted by this Article shall be
enforceable by the Director or officer in any court of competent jurisdiction.
Such person's costs and expenses


                                       21
<PAGE>   27
incurred in connection with successfully establishing his right to
indemnification, in whole or in part, in any such action shall also be
indemnified by the Corporation. It shall be a defense to any such action (other
than an action brought to enforce a claim for the advance of costs, charges and
expenses under Section 6.4 of this Article where the required undertaking, if
any, has been received by the Corporation) that the claimant has not met the
standard of conduct set forth in Section 6.1 of this Article, but the burden of
proving such defense shall be on the Corporation. Neither the failure of the
Corporation (including its Board of Directors, its independent legal counsel,
and 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 Section 6.1 of this Article, nor the fact that there has been an actual
determination by the Corporation (including its Board of Directors, its
independent legal counsel, and its stockholders) that the claimant has not met
such applicable standard of con duct, shall be a defense to the action or create
a presumption that the claimant has not met the applicable standard of conduct.

                  Section 6.6. Survival; Preservation of Other Rights. The
foregoing indemnification provisions shall be deemed to be a contract between
the Corporation and each Director, officer, employee and agent who serves in any
such capacity at any time while these provisions as well as the relevant
provisions of the General Corporation Law of the State of Delaware are in
effect. Any repeal or modification of these indemnification provisions shall not
affect any right or obligation then existing with respect to any state of facts
then or previously existing or any action, suit or proceeding previously or
thereafter brought or threatened based in whole or in part upon any such state
of facts. Such a "contract right" may not be modified retroactively without the
consent of such Director, officer, employee or agent.

                  The indemnification provided by this Article VI shall not be
deemed exclusive of any other rights to which those indemnified may be entitled
under any by-law, agreement, vote of stockholders or disinterested Directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a Director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a person.


                                       22
<PAGE>   28
                  Section 6.7. Insurance. The Corporation shall purchase and
maintain insurance on behalf of any person who is or was or has agreed to become
a Director or officer of the Corporation, or is or was serving at the request of
the Corporation as a director or officer of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
him and incurred by him or on his behalf in any such capacity, or arising out of
his status as such, whether or not the Corporation would have the power to
indemnify him against such liability under the provisions of this Article,
provided that such insurance is available on acceptable terms, which
determination shall be made by a vote of a majority of the entire Board of
Directors.

                  Section 6.8. Severability. If this Article VI or any portion
hereof shall be invalidated on any ground by any court of competent
jurisdiction, then the Corporation shall nevertheless indemnify each Director or
officer and may indemnify each employee or agent of the Corporation as to costs,
charges and expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement with respect to any action, suit or proceeding, whether
civil, criminal, administrative or investigative, including an action by or in
the right of the Corporation, to the fullest extent permitted by any applicable
portion of this Article that shall not have been invalidated and to the fullest
extent permitted by applicable law.


                                   ARTICLE VII

                                     OFFICES

                  Section 7.1. Registered Office. The registered office of the
Corporation in the State of Delaware shall be located at Corporation Trust
Center, 1209 Orange Street in the City of Wilmington, County of New Castle.

                  Section 7.2. Other Offices. The Corporation may maintain
offices or places of business at such other locations within or without the
State of Delaware as the Board of Directors may from time to time determine or
as the business of the Corporation may require.


                                       23
<PAGE>   29
                                  ARTICLE VIII

                               GENERAL PROVISIONS

                  Section 8.1. Dividends. Subject to any applicable provisions
of law and the Restated Certificate of Incorporation, dividends upon the shares
of the Corporation may be declared by the Board of Directors at any regular or
special meeting of the Board of Directors and any such dividend may be paid in
cash, property, shares of the Corporation's capital stock or rights to acquire
the same.

                  A member of the Board of Directors, or a member of any
Committee designated by the Board of Directors shall be fully protected in
relying in good faith upon the records of the Corporation and upon such
information, opinions, reports or statements presented to the Corporation by any
of its officers or employees, or Committees of the Board of Directors, or by any
other person as to matters the Director reasonably believes are within such
other person's professional or expert competence and who has been selected with
reasonable care by or on behalf of the Corporation, as to the value and amount
of the assets, liabilities and/or net profits of the Corporation, or any other
facts pertinent to the existence and amount of surplus or other funds from which
dividends might properly be declared and paid.
[Sections 172, 173.]

                  Section 8.2. Reserves. There may be set aside out of any funds
of the Corporation available for dividends such sum or sums as the Board of
Directors from time to time, in its absolute discretion, thinks proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation or for such other
purpose as the Board of Directors shall think conducive to the interest of the
Corporation, and the Board of Directors may similarly modify or abolish any
such reserve.

                  Section 8.3. Execution of Instruments. The President, any
Vice President, the Secretary or Acting Secretary or the Treasurer may enter
into any contract or execute and deliver any instrument in the name and on
behalf of the Corporation. The Board of Directors or the President may authorize
any other officer or agent to enter into any contract or execute and deliver
any instrument in the name and on behalf of the Corporation. Any such
authorization may be general or limited to specific contracts or instruments.

                  Section 8.4. Corporate Indebtedness. No loan shall be
contracted on behalf of the Corporation, and no evidence of indebtedness shall
be issued in its name, unless


                                       24
<PAGE>   30
authorized by the Board of Directors or the President or any Vice President.
Such authorization may be general or confined to specific instances. Loans so
authorized may be effected at any time for the Corporation from any bank, trust
company or other institution, or from any firm, corporation or individual. All
bonds, debentures, notes and other obligations or evidences of indebtedness of
the Corporation issued for such loans shall be made, executed and delivered as
the Board of Directors or the President or any Vice President shall authorize.
When so authorized by the Board of Directors or the President or any Vice
President, any part of or all the properties, including contract rights, assets,
business or good will of the Corporation, whether then owned or thereafter
acquired, may be mortgaged, pledged, hypothecated or conveyed or assigned in
trust as security for the payment of such bonds, debentures, notes and other
obligations or evidences of indebtedness of the Corporation, and of the interest
thereon, by instruments executed and delivered in the name of the Corporation.

                  Section 8.5. Deposits. Any funds of the Corporation may be
deposited from time to time in such banks, trust companies or other depositories
as may be determined by the Board of Directors or the President, or by such
officers or agents as may be authorized by the Board of Directors or the
President or any Vice President to make such determination.

                  Section 8.6. Checks. All checks or demands for money and notes
of the Corporation shall be signed by such officer or officers or such agent or
agents of the Corporation, and in such manner, as the Board of Directors or the
President or any Vice President from time to time may determine.

                  Section 8.7. Sale, Transfer, etc. of Securities. To the extent
authorized by the Board of Directors or by the President, any Vice President,
the Secretary or Acting Secretary or the Treasurer or any other officers
designated by the Board of Directors or the President may sell, transfer,
endorse, and assign any shares of stock, bonds or other securities owned by or
held in the name of the Corporation, and may make, execute and deliver in the
name of the Corporation, under its corporate seal, any instruments that may be
appropriate to effect any such sale, transfer, endorsement or assignment.

                  Section 8.8. Voting as Stockholder. Unless otherwise
determined by resolution of the Board of Directors, the President or any Vice
President or the Secretary or Acting Secretary shall have full power and
authority on behalf of the Corporation to attend any meeting of


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stockholders of any corporation in which the Corporation may hold stock, and to
act, vote (or execute proxies to vote) and exercise in person or by proxy all
other rights, powers and privileges incident to the ownership of such stock.
Such officers acting on behalf of the Corporation shall have full power and
authority to execute any instrument expressing consent to or dissent from any
action of any such corporation without a meeting. The Board of Directors may by
resolution from time to time confer such power and authority upon any other
person or persons.

                  Section 8.9. Fiscal Year. The fiscal year of the Corporation
shall commence on the first day of January of each year and shall terminate in
each case on December 31.

                  Section 8.10. Seal. The seal of the Corporation shall be
circular in form and shall contain the name of the Corporation, the year of its
incorporation and the words "Corporate Seal" and "Delaware". The form of such
seal shall be subject to alteration by the Board of Directors. The seal may be
used by causing it or a facsimile thereof to be impressed, affixed or
reproduced, or may be used in any other lawful manner.

                  Section 8.11. Books and Records; Inspection. Except to the
extent otherwise required by law, the books and records of the Corporation shall
be kept at such place or places within or without the State of Delaware as may
be determined from time to time by the Board of Directors.


                                   ARTICLE IX

                          AMENDMENT OF AMENDED BY-LAWS

                  Section 9.1. Amendment. These Amended By-Laws may be amended,
altered or repealed

                  (a) by resolution adopted by a majority of the Board of
         Directors at any special or regular meeting of the Board if, in the
         case of such special meeting only, notice of such amendment, alteration
         or repeal is contained in the notice or waiver of notice of such
         meeting; or

                  (b) at any regular or special meeting of the stockholders upon
         the affirmative vote of a majority of the combined voting power of the
         then outstanding stock of the Corporation entitled to vote generally in
         the election of Directors. In the case of such special meeting only,
         notice of such amendment, alteration or


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         repeal must be contained in the notice or waiver of notice of such
         meeting.  [Section 109(a).]


                                    ARTICLE X

                                  CONSTRUCTION

                  Section 10.1. Construction. In the event of any conflict
between the provisions of these Amended By-Laws as in effect from time to time
and the provisions of the Restated Certificate of Incorporation of the
Corporation as in effect from time to time, the provisions of such Restated
Certificate of Incorporation shall be controlling.


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