<PAGE>

                                                                     Exhibit 3
 
                             AMENDED AND RESTATED
                                    BY-LAWS
                                      OF
                               U.S. FOODSERVICE

                                   ARTICLE I
                                    OFFICES

          Section 1.  Registered Office.  The registered office of the
                      -----------------                               
Corporation in the State of Delaware is 1013 Centre Road, in the City of
Wilmington, Delaware 19805, in the County of New Castle.  The name of its
registered agent at such address is Corporation Service Company.

          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
                             STOCKHOLDERS MEETINGS

          Section 1.  Places of Meetings.  All meetings of stockholders shall be
                      ------------------                                        
held at such place or places in or outside of the State of Delaware as shall be
designated from time to time by the Board of Directors and stated in the notice
of meeting or waiver of notice thereof, subject to any provisions of the laws of
the State of Delaware.

          Section 2.  Annual Meetings.  Unless otherwise determined from time to
                      ---------------                                           
time by the Board of Directors, the annual meeting of stockholders shall be held
each year for the election of directors and the transaction of such other
business as may properly come before the meeting at such date and time as may be
designated by the Board of Directors.  Written notice of the time and place of
the annual meeting shall be given by mail to each stockholder entitled to vote
at such meeting, at the stockholder's address as it appears on the records of
the Corporation, not less than ten (10) nor more than sixty (60) days prior to
the scheduled date thereof.

          Section 3.  Special Meetings.  A special meeting of the stockholders
                      ----------------                                        
of the Corporation may be called at any time by the Chairman of the Board or by
the Board of Directors pursuant to a resolution adopted by a majority of the
total number of directors which the Corporation would have if there were no
vacancies, and such special meeting may not be called by any other person or
persons.  Written notice of the date, time, place and specific purpose or
purposes for which such meeting is called shall be given by mail to each
stockholder entitled to vote thereat at such stockholder's address as it appears
on the records of the Corporation not less 
<PAGE>
 
than (10) nor more than sixty (60) days prior to the scheduled date thereof.
Business transacted at any special meeting of stockholders shall be limited to
the purposes stated in the notice.

          Section 4.  Voting.  At all meetings of stockholders, each stockholder
                      ------                                                    
entitled to vote on the record date as determined under these By-Laws or, if not
so determined, as prescribed under the laws of the State of Delaware, shall be
entitled to one vote for each share of stock standing on record in such
stockholder's name, subject to any voting powers, restrictions or qualifications
set forth in the Restated Certificate of Incorporation of the Corporation or any
amendment thereto (the "Restated Certificate of Incorporation").

          Section 5.  Quorum; Voting.  At any stockholders meeting, a majority
                      --------------                                          
of the voting power of the shares of stock outstanding and entitled to vote
thereat, present in person or by proxy, shall constitute a quorum, but a smaller
interest may adjourn any meeting from time to time, and the meeting may be held
as adjourned without further notice, subject to such limitations as may be
imposed under the laws of the State of Delaware.  When a quorum is present at
any meeting, the affirmative vote of the holders of a majority of the voting
power of the shares of stock entitled to vote thereon, present in person or by
proxy, shall decide any question brought before such meeting unless such
question is one upon which a different vote is required by express provision of
the Restated Certificate of Incorporation, these By-Laws, the rules or
regulations of the New York Stock Exchange, Inc. or any law or other rule or
regulation applicable to the Corporation, in which case such express provision
shall govern.

          Section 6.  Inspectors of Election; Opening and Closing the Polls.
                      -----------------------------------------------------  
The Board of Directors may, by resolution, appoint one or more inspectors, which
inspector or inspectors may include individuals who serve the Corporation in
other capacities, including, without limitation, as officers, employees, agents
or representatives of the Corporation, to act at a meeting of stockholders and
make a written report thereof.  One or more persons may be designated as
alternative inspectors to replace any inspector who fails to act.  If no
inspector or alternate has been appointed to act, or if all inspectors or
alternates who have been appointed are unable to act at a meeting of
stockholders, the chairman of the meeting shall appoint one or more inspectors
to act at the meeting.  Each inspector, before discharging his or her duties,
shall take and sign an oath faithfully to execute the duties of inspector with
strict impartiality and according to the best of his or her ability.  The
inspectors shall have the duties prescribed by the General Corporation Law of
the State of Delaware.

          Section 7.  Conduct of Meetings.  The date and time of the opening and
                      --------------------                                      
the closing of the polls for each matter upon which the stockholders will vote
at a meeting shall be announced at the meeting by the person presiding over the
meeting.  The Board of Directors may, to the extent not prohibited by law, adopt
by 

                                      -2-
<PAGE>
 
resolution such rules and regulations for the conduct of the meeting of
stockholders as it shall deem appropriate.  Except to the extent inconsistent
with such rules and regulations as adopted by the Board of Directors, the
chairman of any meeting of stockholders shall have the right and authority to
prescribe such rules, regulations and procedures and to do all such acts as, in
the judgment of such chairman, are appropriate for the proper conduct of the
meeting.  Such rules, regulations or procedures, whether adopted by the Board of
Directors or prescribed by the chairman of the meeting, may to the extent not
prohibited by law include, without limitation, the following:  (i) the
establishment of an agenda or order of business for the meeting; (ii) rules and
procedures for maintaining order at the meeting and the safety of those present;
(iii) limitations on attendance at or participation in the meeting to
stockholders of record of the Corporation, their duly authorized and constituted
proxies or such other persons as the chairman of the meeting shall determine;
(iv) restrictions on entry to the meeting after the time fixed for the
commencement thereof; and (v) limitations on the time allotted to questions or
comments by participants.  Unless and to the extent determined by the Board of
Directors or the chairman of the meeting, meetings of stockholders shall not be
required to be held in accordance with the rules of parliamentary procedure.

          Section 8.  List of Stockholders.  At least ten (10) days before every
                      --------------------                                      
meeting of stockholders, a complete list of the stockholders entitled to vote at
the meeting, arranged in alphabetical order and showing the address and the
number of shares registered in the name of each stockholder, shall be prepared
by the secretary or the transfer agent in charge of the stock ledger of the
Corporation.  Such list shall be open for examination by any stockholder as
required by the laws of the State of Delaware.  The stock ledger shall be the
only evidence as to who are the stockholders entitled to examine such list or
the books of the Corporation or to vote in person or by proxy at such meeting.

          Section 9.  Written Consent in Lieu of Meeting.  Except as otherwise
                      ----------------------------------                      
provided for or fixed pursuant to the provisions of the Restated Certificate of
Incorporation relating to the rights of the holders of any series of preferred
stock, no action that is required or permitted to be taken by the stockholders
of the Corporation at any annual or special meeting of stockholders may be
effected by written consent of stockholders in lieu of a meeting of
stockholders.

                                  ARTICLE III
                              BOARD OF DIRECTORS

          Section 1.  Number and Qualification.  The authorized number of
                      ------------------------                           
directors that shall constitute the full Board of Directors of the Corporation
shall be fixed from time to time by resolution of the Board of Directors.  The
Board of Directors, other than those directors elected by the holders of any
series of preferred stock, shall be divided into three classes, as nearly equal
in number as the then-authorized number of directors constituting the Board of
Directors permits, 

                                      -3-
<PAGE>
 
with the term of office of one class expiring each year and with each director
serving for a term ending at the third annual meeting of stockholders of the
Corporation following the annual meeting at which such director was elected.
Members of each class shall hold office until their successors are elected and
qualified. At each succeeding annual meeting of the stockholders of the
Corporation, the successors of the class of directors whose term expires at that
meeting shall be elected by a plurality vote of all votes cast at such meeting
to hold office for a term expiring at the annual meeting of stockholders held in
the third year following the year of their election. Directors need not be
stockholders of the Corporation. Notwithstanding any other provision of these 
By-Laws, (i) no person who has attained 70 years of age may be elected to the 
Board of Directors and (ii) any director who attains 70 years of age after such
director's election to the Board of Directors may serve for the entire term of
the class of the Board of Directors to which such director was elected. The
requirements of the preceding sentence shall not apply to any director of the
Corporation elected to the Board of Directors prior to June 29, 1997.

          Section 2.  Powers.  The business and affairs of the Corporation shall
                      ------                                                    
be carried on by or under the direction of the Board of Directors, which shall
have all the powers authorized by the laws of the State of Delaware, subject to
such limitations as may be provided by the Restated Certificate of Incorporation
or these By-Laws.  Except as otherwise expressly provided herein or in the
Restated Certificate of Incorporation, the vote of the majority of directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors.

          Section 3.  Compensation.  The Board of Directors may from time to
                      ------------                                          
time by resolution authorize the payment of fees or other compensation to the
directors for services as such to the Corporation, including, but not limited
to, fees for attendance at all meetings of the Board of Directors or of the
executive committee or other committees of the Board of Directors, and determine
the amount of such fees and compensation.  Nothing herein contained shall be
construed to preclude any director from serving the Corporation or any of its
subsidiaries in any other capacity and receiving compensation therefor in
amounts authorized or otherwise approved from time to time by the Board of
Directors.

          Section 4.  Meetings and Quorum.  Meetings of the Board of Directors
                      -------------------                                     
may be held either in or outside of the State of Delaware.  At all meetings of
the Board of Directors, a majority of the total number of directors which the
Corporation would have if there were no vacancies shall constitute a quorum.  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.

          Regular meetings of the Board of Directors may be held without notice
at such time and at such place as shall from time to time be determined by the
Board of Directors.  Notice of special meetings shall be given to each director
on 

                                      -4-
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24 hours notice to each director, either orally, by mail, overnight courier,
telegram, facsimile, personal delivery or similar means. Special meetings may be
called by the president or the Chairman of the Board of Directors and shall be
called by the president or secretary in the manner and on the notice set forth
above upon the written request of a majority of the total number of directors
which the Corporation would have if there were no vacancies.

          Notice of any meeting shall state the time and place of such meeting,
but need not state the purposes thereof unless otherwise required by the laws of
the State of Delaware, the Restated Certificate of Incorporation, these By-Laws
or the Board of Directors.

          Section 5.  Executive Committee.  The Board of Directors may designate
                      -------------------                                       
an Executive Committee to exercise, subject to applicable provisions of law, all
the powers of the Board of Directors in the management of the business and
affairs of the Corporation when the Board of Directors is not in session,
including, without limitation, the power to declare dividends and to authorize
the issuance of the Corporation's capital stock, and may, by resolution
similarly adopted, designate one or more other committees, including the
committees specified in Section 6 of this Article III.  The Executive Committee
shall consist of two or more directors of the Corporation.  The Board of
Directors may designate one or more directors as alternate members of the
Executive Committee, who may replace any absent member at any meeting of the
Executive Committee.  The members of the Executive Committee present at any
meeting, whether or not constituting a quorum, may unanimously appoint another
member of the Board of Directors to act at the meeting in the place of any such
absent member.  The Executive Committee shall keep written minutes of its
proceedings and shall report such proceedings to the Board of Directors when
required.

          A majority of the Executive Committee may determine its action and fix
the time and place of its meetings, unless the Board of Directors shall
otherwise provide.  Notice of such meetings shall be given to each member of the
Executive Committee in the manner provided for in Section 4 of this Article III.
The Board of Directors shall have power at any time to fill vacancies in, to
change the membership of, or to dissolve the Executive Committee.

          Section 6.  Other Committees.
                      ---------------- 

          (a) The Board of Directors shall appoint the following standing
committees, the members of which shall serve at the pleasure of the Board of
Directors:  a Nominating Committee, a Compensation Committee and an Audit
Committee.  The Board of Directors may appoint such other committees among the
directors of the Corporation as it deems necessary and appropriate for the
proper conduct of the Corporation's business and may appoint such officers,
agents or employees of the Corporation to assist the committees of the Board of
Directors as it 

                                      -5-
<PAGE>
 
deems necessary and appropriate. Meetings of committees may be called by the
chairman of the committee on 24 hours notice to each committee member, either
orally, by mail, overnight courier, telegram, facsimile or similar means and
shall be called by the chairman of the committee in like manner and on like
notice on the written request of a committee member. Each committee shall keep
regular minutes of its meetings and report the same to the Board of Directors
when required.

          (b) One or more directors of the Corporation shall be appointed to act
as a Nominating Committee.  The Nominating Committee shall be responsible for
proposing to the Board of Directors nominees for election as directors and shall
possess and may exercise such additional powers and authority as may be
delegated to it by the Board of Directors from time to time.  Vacancies in the
membership of the Nominating Committee shall be filled by the Board of
Directors.

          (c) One or more directors of the Corporation shall be appointed to act
as a Compensation Committee, each of whom shall be a director who is not also an
officer or employee of the Corporation or any of its subsidiaries or any other
individual having a relationship which, in the opinion of the Board of
Directors, would interfere with the exercise of independent judgment in carrying
out the responsibilities of a director (each such director, an "Unaffiliated
Director").  The Compensation Committee shall be responsible for establishing
salaries, bonuses and other compensation for such officers of the Corporation as
shall be designated from time to time by the Board of Directors or Compensation
Committee and shall possess and may exercise such additional powers and
authority as may be delegated to it by the Board of Directors from time to time.
Vacancies in the membership of the Compensation Committee shall be filled by the
Board of Directors.

          (d) One or more Unaffiliated Directors of the Corporation shall be
appointed to act as an Audit Committee.  The Audit Committee shall have general
oversight responsibility with respect to the Corporation's financial reporting.
In performing its oversight responsibility, the Committee shall make
recommendations to the Board of Directors as to the selection, retention or
change in the independent accountants of the Corporation, review with the
independent accountants the scope of their examination and other matters
(relating to both audit and non-audit activities), review generally the internal
auditing procedures of the Corporation and exercise such additional powers and
authority as may be delegated to it by the Board of Directors from time to time.
In undertaking the foregoing responsibilities, the Audit Committee shall have
unrestricted access, if necessary, to personnel of the Corporation and documents
and shall be provided with the resources and assistance necessary to discharge
its responsibilities,  Vacancies in the membership of the Audit Committee shall
be filled by the Board of Directors.

                                      -6-
<PAGE>
 
          Section 7.  Conference Telephone Meetings.  Any one or more members of
                      -----------------------------                             
the Board of Directors or any committee thereof may participate in meetings by
means of a conference telephone or similar communications equipment, and such
participation in a meeting shall constitute presence in person at the meeting.

          Section 8.  Action Without Meetings.  Any action required or permitted
                      -----------------------                                   
to be taken at any meeting of the Board of Directors or any committee thereof
may be taken by unanimous written consent without a meeting to the extent and in
the manner authorized by the laws of the State of Delaware.

                                  ARTICLE IV
                                   OFFICERS

          Section 1.  Titles and Election.  The officers of the Corporation
                      -------------------                                  
shall be the president, a secretary and a treasurer, who shall initially be
elected as soon as convenient by the Board of Directors and thereafter, in the
absence of earlier resignations or removals, shall be elected annually by the
Board of Directors.  Each officer shall hold office at the pleasure of the Board
of Directors except as may otherwise be approved by the Board of Directors, or
until such officer's earlier resignation, removal under these By-Laws or other
termination of employment.  Any person may hold more than one office if the
duties can be consistently performed by the same person, to the extent permitted
by the laws of the State of Delaware.

          The Board of Directors, in its discretion, may also at any time elect
or appoint a Chairman of the Board and Chief Executive Officer, who shall be a
director, and one or more vice presidents, assistant secretaries and assistant
treasurers and such other officers as it may deem advisable, each of whom shall
hold office at the pleasure of the Board of Directors, except as may otherwise
be approved by the Board of Directors, or until such officer's earlier
resignation, removal or other termination of employment, and shall have such
authority and shall perform such duties as shall be prescribed or determined
from time to time by the Board of Directors or, in case of officers other than
the Chairman of the Board, if not so prescribed or determined by the Board of
Directors, as the chief executive officer or the then senior executive officer
may prescribe or determine.  The Board of Directors may require any officer or
other employee or agent to give bond for the faithful performance of duties in
such form and with such sureties as the Board of Directors may require.

          Section 2.  Duties.  Subject to such extension, limitations and other
                      ------                                                   
provisions as the Board of Directors or these By-Laws may from time to time
prescribe or determine, the following officers shall have the following powers
and duties:

                                      -7-
<PAGE>
 
          (a) Chairman of the Board and Chief Executive Officer.  The Chairman
              -------------------------------------------------               
of the Board and Chief Executive Officer (sometimes referred to herein as the
"Chairman of the Board"), when present, shall preside at all meetings of the
stockholders (unless another officer is authorized to do so by the Board of
Directors) and of the Board of Directors and shall be charged with general
supervision of the management and policy of the Corporation, and shall have such
other powers and perform such other duties as the Board of Directors may
prescribe from time to time.  The Chairman of the Board shall be the chief
executive officer of the Corporation, shall exercise the powers and authority
and perform all of the duties commonly incident to such office and shall perform
such other duties as chief executive officer as the Board of Directors shall
specify from time to time.

          (b) President.  The president shall act in a general executive
              ---------                                                 
capacity, shall report to the Chairman of the Board and chief executive officer
and shall assist the Chairman of the Board in the administration and operation
of the Corporation's business and general supervision of its policies and
affairs.  The president shall, in the absence at a meeting of stockholders of
the Corporation or of the Board of Directors, or because of the inability to
act, of the Chairman of the Board, perform all duties of the Chairman of the
Board and preside at all meetings of the stockholders (except as provided in
paragraph (a) of this Section 2) and of the Board of Directors, if he is a
director.

          (c) Vice President.  The vice president or vice presidents shall
              --------------                                              
perform such duties as may be assigned to them from time to time by the Board of
Directors or by the chief executive officer or the then senior executive officer
if the Board of Directors does not do so.  In the absence or disability of the
president, the vice presidents in order of seniority may, unless otherwise
determined by the Board of Directors, exercise the powers and perform the duties
pertaining to the office of president, except that if one or more executive vice
presidents or senior vice presidents has been elected or appointed, the person
holding such office in order of seniority shall exercise the powers and perform
the duties of the office of president.

          (d) Secretary.  The secretary, or in the secretary's absence, an
              ---------                                                   
assistant secretary shall keep the minutes of all meetings of stockholders and
of the Board of Directors, give and serve all notices, attend to such
correspondence as may be assigned to such officer, keep in safe custody the seal
of the Corporation, and affix such seal to all such instruments properly
executed as may require it, and shall have such other duties and powers as may
be prescribed or determined from time to time by the Board of Directors or by
the chief executive officer or the then senior executive officer if the Board of
Directors does not do so.

          (e) Treasurer.  The treasurer, subject to the order of the Board of
              ---------                                                      
Directors, shall have the care and custody of the moneys, funds, valuable papers
and documents of the Corporation (other than such officer's own bond, if any,
which shall be in the custody of the president), and shall have, under the
supervision of 

                                      -8-
<PAGE>
 
the Board of Directors, all the powers and duties commonly incident to such
office. The treasurer shall be subject in every way to the order of the Board of
Directors, and shall render to the Board of Directors and the chief executive
officer or the then senior executive officer of the Corporation, whenever they
may require it, an account of all transactions and of the financial condition of
the Corporation. In addition to the foregoing, the treasurer shall have such
duties as may be prescribed or determined from time to time by the Board of
Directors or by the chief executive officer or the then senior executive officer
if the Board of Directors does not do so.

          (f) Delegation of Authority.  The Board of Directors may at any time
              -----------------------                                         
delegate the powers and duties of any officer for the time being to any other
officer, director or employee.

                                   ARTICLE V
                          RESIGNATIONS AND VACANCIES

          Section 1.  Resignations.  Any director or officer may resign at any
                      ------------                                            
time by giving written notice thereof to the Board of Directors, the president
or the secretary.  Any such resignation shall take effect at the time specified
therein or, if the time be not specified, upon receipt thereof; and unless
otherwise specified therein, the acceptance of any resignation shall not be
necessary to make it effective.

          Section 2.  Vacancies.
                      --------- 

          (a) Directors.  Except for the rights of the holders of any series of
              ---------                                                        
preferred stock to elect additional directors, newly created directorships
resulting from any increase in the authorized number of directors and any
vacancies on the Board of Directors resulting from death, resignation,
disqualification, removal or other cause shall be filled only by the affirmative
vote of a majority of the remaining directors then in office, even though less
than a quorum of the Board of Directors.  Any director elected in accordance
with the preceding sentence shall hold office for the remainder of the full term
of the class of directors in which the new directorship was created or in which
the vacancy occurred and until such director's successor is duly elected and has
been qualified.  The directors also may reduce the authorized number of
directors by the number of vacancies on the Board of Directors.  No decrease in
the number of directors constituting the Board of Directors shall shorten the
term of any incumbent director.

          (b) Officers.  The Board of Directors may at any time or from time to
              --------                                                         
time fill any vacancy among the officers of the Corporation.

                                      -9-
<PAGE>
 
                                  ARTICLE VI
                                 CAPITAL STOCK

          Section 1.  Certificate of Stock.  Every stockholder shall be entitled
                      --------------------                                      
to a certificate or certificates for shares of the capital stock of the
Corporation in such form as may be prescribed or authorized by the Board of
Directors, duly numbered and setting forth the number and kind of shares
represented thereby.  Such certificates shall be signed by the Chairman of the
Board, the president or a vice president and by the treasurer or an assistant
treasurer or by the secretary or an assistant secretary.  Any or all of such
signatures may be in facsimile if and to the extent authorized under the laws of
the State of Delaware.

          In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed on a certificate has ceased to be such
officer, transfer agent or registrar before the certificate has been issued,
such certificate may nevertheless be issued and delivered by the Corporation
with the same effect as if such person were such officer, transfer agent or
registrar at the date of issue.

          Section 2.  Transfer of Stock.  Shares of the capital stock of the
                      -----------------                                     
Corporation shall be transferable only upon the books of the Corporation upon
the surrender of the certificate or certificates properly assigned and endorsed
for transfer.  If the Corporation has a transfer agent or agents or transfer
clerk and registrar of transfers acting on its behalf, the signature of any
officer or representative thereof may be in facsimile.

          The Board of Directors may appoint a transfer agent and one or more
co-transfer agents and a registrar and one or more co-registrars of transfer and
may make or authorize the transfer agents to make all such rules and regulations
deemed expedient concerning the issue, transfer and registration of shares of
capital stock.

          Section 3.  Record Dates.  In order that the Corporation may determine
                      ------------                                              
the stockholders entitled to notice of or to vote at any meeting of 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 in advance a
record date which, in the case of a meeting, shall not be less than ten (10) nor
more than sixty (60) days prior to the scheduled date of such meeting and which,
in the case of any other action, shall be not more than the maximum or less than
the minimum number of days prior to any such action permitted by the laws of the
State of Delaware.  If no such record date is fixed by the Board of Directors,
the record date shall be that prescribed by the laws of the State of Delaware.
A determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders 

                                      -10-
<PAGE>
 
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 4.  Lost Certificates.  In case of loss or mutilation or
                      -----------------                                   
destruction of a stock certificate, a duplicate certificate may be issued upon
such terms as may be determined or authorized by the Board of Directors or by
the chief executive officer or the then senior executive officer if the Board of
Directors does not do so.

                                  ARTICLE VII
                    FISCAL YEAR, BANK DEPOSITS, CHECK, ETC.

          Section 1.  Fiscal Year.  The fiscal year of the Corporation shall
                      -----------                                           
commence or end at such time as the Board of Directors may designate.

          Section 2.  Bank Deposits, Checks, etc.  The funds of the Corporation
                      --------------------------                               
shall be deposited in the name of the Corporation or of any division thereof in
such banks or trust companies in the United States or elsewhere as may be
designated from time to time by the Board of Directors, or by such officer or
officers as the Board of Directors may authorize to make such designations.

          All checks, drafts or other orders for the withdrawal of funds from
any bank account shall be signed by such person or persons as may be designated
from time to time by the Board of Directors.  The signatures on checks, drafts
or other orders for the withdrawal of funds may be in facsimile if authorized in
the designation.

                                 ARTICLE VIII
                               BOOKS AND RECORDS

          Section 1.  Place of Keeping Books.  Unless otherwise expressly
                      ----------------------                             
required by the laws of the State of Delaware, the books and records of the
Corporation may be kept outside of the State of Delaware.

          Section 2.  Examination of Books.  Except as may otherwise be provided
                      --------------------                                      
by the laws of the State of Delaware, the Restated Certificate of Incorporation
or these By-Laws, the Board of Directors shall have power to determine from time
to time whether and to what extent and at what times and places and under what
conditions any of the accounts, records and books of the Corporation are to be
open to the inspection of any stockholder.  No stockholder shall have any right
to inspect any account or book or document of the Corporation except as
prescribed by the laws of the State of Delaware or authorized by express
resolution of the Board of Directors.

                                      -11-
<PAGE>
 
                                  ARTICLE IX
                                    NOTICES

          Section 1.  Requirements of Notice.  Whenever notice is required to be
                      ----------------------                                    
given by the laws of the State of Delaware, the Restated Certificate of
Incorporation or these By-Laws, it shall not mean personal notice unless so
specified.

          Section 2.  Waivers.  Any stockholder, director or officer may, in
                      -------                                               
writing or by telegram or cable, at any time waive any notice or other formality
required by the laws of the State of Delaware, the Restated Certificate of
Incorporation or these By-Laws.  Such waiver of notice, whether given before or
after any meeting or action, shall be deemed equivalent to notice.  Presence of
a stockholder either in person or by proxy at any meeting of stockholders and
presence of any director at any meeting of the Board of Directors or any
committee thereof shall constitute a waiver of notice of such meeting to the
extent authorized by the laws of the State of Delaware.

                                   ARTICLE X
                                      SEAL

          The corporate seal of the Corporation shall consist of two concentric
circles between which shall be the name of the Corporation and the date of its
incorporation, and in the center of which shall be inscribed "Corporate Seal,
Delaware."

                                  ARTICLE XI
                              POWERS OF ATTORNEY

          The Board of Directors may authorize one or more of the officers of
the Corporation, and any officer of the Corporation may authorize one or more
persons, to execute powers of attorney delegating to named representatives or
agents power to represent or act on behalf of the Corporation, with or without
power of substitution.

          In the absence of any action by the Board of Directors, the president,
any vice president, the secretary or the treasurer of the Corporation may
execute for and on behalf of the Corporation waivers of notice of meetings of
stockholders and proxies for such meetings in any company in which the
Corporation may hold voting securities.

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<PAGE>
 
                                  ARTICLE XII
                   INDEMNIFICATION OF DIRECTORS AND OFFICERS

          Section 1.  Definitions.  As used in this article, the term "person"
                      -----------                                             
means any past, present or future director or officer of the Corporation or any
subsidiary or operating division thereof.

          Section 2.  Indemnification Granted. The Corporation shall indemnify,
                      -----------------------                                  
to the full extent and under the circumstances permitted by the General
Corporation Law of the State of Delaware in effect from time to time, any person
as defined above, made or 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 such person is or
was a director or officer of the Corporation or a subsidiary or operating
division thereof, or is or was such a director or officer serving at the written
request of the Corporation as a director, officer, employee or agent 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, against
costs, charges, expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person or on
such person's behalf in connection with such action, suit or proceeding and any
appeal therefrom, if such person acted in good faith and in a manner he or she
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 that his or her conduct was unlawful.  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 or she 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 such conduct was unlawful.

          Section 3.  Requirements for Indemnification Relating to an Action or
                      ---------------------------------------------------------
Suit by or in the Right of the Corporation.  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 or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact that such
person is or was a director or officer of the Corporation or a subsidiary
thereof or a designated officer of an operating division of the Corporation, or
is or was serving at the specific request of the Corporation as a director,
officer, employee or agent 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, against costs, charges and expenses (including
attorneys' fees) actually and reasonably incurred by such person or on such
person's behalf in connection with the defense or settlement of such action or
suit and any appeal therefrom, if such person acted in good faith and in a
manner that such person reasonably believed to be in or not opposed to the best

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<PAGE>
 
interest of the Corporation, except that 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
Court of Chancery of Delaware or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of such
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such costs, charges and expenses
which the Court of Chancery or such other court shall deem proper.

          Section 4.  Success on Merits of Any Action.  Notwithstanding any
                      -------------------------------                      
other provision of this Article, to the extent that a director or officer of the
Corporation or any subsidiary or operating division thereof has been successful
on the merits or otherwise, including, without limitation, the dismissal of an
action without prejudice, in defense of any action, suit or proceeding referred
to in this Article, or in defense of any claim, issue or matter therein, such
person shall be indemnified against all costs, charges and expenses (including
attorneys' fees) actually and reasonably incurred by such person or on such
person's behalf in connection therewith.

          Section 5.  Determination of Standard of Conduct. Any indemnification
                      ------------------------------------                     
under Sections 2 and 3 of this Article (unless ordered by a court) shall be paid
by the Corporation only after a determination has been made (1) by the directors
who were not parties to such action, suit or proceeding or (2) if such quorum is
not obtainable, or even if obtainable, a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (3) by the
stockholders, that indemnification of the director or officer is proper in the
circumstances of the specific case because such person has met the applicable
standard of conduct set forth in Sections 2 and 3 of this Article.

          Section 6.  Advance Payment; Representation by Corporation.  Costs,
                      ----------------------------------------------         
charges and expenses (including attorneys' fees) incurred by a person referred
to in Sections 2 and 3 of this Article in defending a civil or criminal action,
suit or proceeding shall be paid by the Corporation in advance of the final
disposition of such action, suit or proceeding; provided, however, that the
payment of such costs, charges and expenses incurred by a director or officer in
such capacity as officer or director (and not in any other capacity and which
service was or is rendered by such person while a director or officer) in
advance of the final disposition of such action, suit or proceeding shall be
made only upon receipt of an undertaking by or on behalf of the director or
officer to repay all amounts so advanced in the event that it shall ultimately
be determined that such director or officer is not entitled to be indemnified by
the Corporation as authorized in this Article.  Such costs, charges and expenses
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
Corporation may, in the manner set forth above, and upon approval of such
director or officer, authorize the Corporation's counsel to represent such
person, in any 

                                      -14-
<PAGE>
 
action, suit or proceeding, whether or not the Corporation is a party to such
action, suit or proceeding.

          Section 7.  Procedure for Obtaining Indemnity.  Any indemnification
                      ---------------------------------                      
under Sections 2, 3 and 4, or advance of costs, charges and expenses under
Section 6, of this Article   shall be made promptly, and in any event within
sixty (60) days, of the written notice of the director or officer.  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 if the
Corporation denies such request, in whole or in part, or if no disposition
thereof is made within sixty (60) days.  Such person's costs and expenses
incurred in connection with successfully establishing a right to indemnification
or advancement of expenses, in whole or in part, in any 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 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 2 or 3 of this Article, but the burden of
proving such defense shall be on the Corporation.  Neither failure of the
Corporation (including its directors, its independent legal counsel, and its
stockholders) to have made a determination that indemnification of the claimant
is proper in the circumstances because such person has met the applicable
standard of conduct set forth in Section 2 or 3 of this Article, nor the fact
that there has been an actual determination by the Corporation (including its
directors, its independent legal counsel, and its stockholders) that the
claimant has not met such applicable standard of conduct, shall be a defense to
the action or create a presumption that the claimant has not met the applicable
standard of conduct.

          Section 8.  Indemnification Not Exclusive. This right of
                      -----------------------------               
indemnification shall not be deemed exclusive of any other rights to which a
person indemnified herein may be entitled by law, agreement, vote of
stockholders or disinterested directors or otherwise, and shall continue as to a
person who has ceased to be a director, officer, designated officer, employee or
agent and shall inure to the benefit of the heirs, executors, administrators and
other legal representatives of such person.  It is not intended that the
provisions of this Article be applicable to, and they are not to be construed as
granting indemnity with respect to, matters as to which indemnification would be
in contravention of the laws of Delaware or of the United States of America,
whether as a matter of public policy or pursuant to statutory provision.

          Section 9.  Invalidity of Certain Provisions.  If this Article 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 of the Corporation or any subsidiary or operating division thereof 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, 

                                      -15-
<PAGE>
 
criminal, administrative or investigative, including any action by or in the
right of the Corporation, to the full extent permitted by any applicable portion
of this Article that shall not have been invalidated and to the full extent
permitted by applicable law.

          Section 10.  Miscellaneous.  The Board of Directors may also on behalf
                       -------------                                            
of the Corporation grant indemnification to any individual other than a person
defined herein to such extent and in such manner as the Board in its sole
discretion may from time to time and at any time determine.

                                 ARTICLE XIII
                                  AMENDMENTS

          These By-Laws may be altered, amended or repealed, and new By-Laws may
be made, by the affirmative vote of a majority of the directors then in office.

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