<PAGE>

                                                                    Exhibit 3(b)

                              RAYTECH CORPORATION

                              AMENDED AND RESTATED

                                    BY-LAWS

                           As Adopted April 22, 2003

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                                TABLE OF CONTENTS

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ARTICLE I. Stockholders

        Sec. 1.1  Annual Meeting...................................................................          1
        Sec. 1.2  Special Meetings.................................................................          2
        Sec. 1.3  Record Date for Meetings and Other Purposes......................................          2
        Sec. 1.4  Notice of Meetings...............................................................          4
        Sec. 1.5  Quorum...........................................................................          5
        Sec. 1.6  Voting...........................................................................          5
        Sec. 1.7  Presiding Officer and Secretary .................................................          6
        Sec. 1.8  Proxies..........................................................................          7
        Sec. 1.9  List of Stockholders ............................................................          7
        Sec. 1.10 Written Consent of Stockholders in Lieu of Meeting ..............................          8

ARTICLE II.   Directors

        Sec. 2.1  General Powers...................................................................          9
        Sec. 2.2  Number of Directors..............................................................          9
        Sec. 2.3  Election and Term of Directors...................................................          9
        Sec. 2.4  Vacancies and Newly Created Directorships........................................         10
        Sec. 2.5  Resignation......................................................................         11
        Sec. 2.6  Removal..........................................................................         11
        Sec. 2.7  Meetings.........................................................................         11
        Sec. 2.8  Quorum and Voting ...............................................................         12
        Sec. 2.9  Appointment and Powers of Committees of the Board of Directors...................         13
        Sec. 2.10 Notices and Meetings of the Committees ..........................................         15
        Sec. 2.11 Quorum and Actions by Committees ................................................         15
        Sec. 2.12 Resignations from Committees ....................................................         15
        Sec. 2.13 Written Consent of Directors in Lieu of a Meeting ...............................         15
        Sec. 2.14 Compensation of Directors .......................................................         16
        Sec. 2.15 Contracts and Transactions Involving Insiders ...................................         16
        Sec. 2.16 Participation of Meeting by Conference Telephone, etc. ..........................         17
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                                       (i)

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ARTICLE III. Officers, Agents and Employees

        Sec. 3.1  Appointment and Term of Office...................................................         18
        Sec. 3.2  Resignation and Removal..........................................................         19
        Sec. 3.3  Compensation and Bond............................................................         19
        Sec. 3.4  Chairman of the Board............................................................         19
        Sec. 3.5  President........................................................................         20
        Sec. 3.6  Vice Presidents..................................................................         21
        Sec. 3.7  Treasurer........................................................................         22
        Sec. 3.8  Secretary........................................................................         22
        Sec. 3.9  Financial Officer................................................................         23
        Sec. 3.10 Assistant Treasurers.............................................................         23
        Sec. 3.11 Assistant Secretaries............................................................         23
        Sec. 3.12 Delegation of Duties.............................................................         24
        Sec. 3.13 Loans to Officers and Employees; Guaranty of Obligations of Officers
                      and Employees ...............................................................         24

ARTICLE IV. Mandatory Retirement

        Sec. 4.1  Mandatory Retirement of Officers and Directors ..................................         24

ARTICLE V. Indemnification

        Sec. 5.1  Indemnification of Directors, Officers, Employees and Agents ....................         25

ARTICLE VI. Capital Stock

        Sec. 6.1  Certificates.....................................................................         27
        Sec. 6.2  Transfers of Stock...............................................................         27
        Sec. 6.3  Lost, Stolen or Destroyed Certificates ..........................................         28

ARTICLE VII. Seal

        Sec. 7.1  Seal.............................................................................         28

ARTICLE VIII. Waiver of Notice

        Sec. 8.1  Waiver of Notice ................................................................         29

ARTICLE IX. Checks, Notes, Drafts, Etc.

        Sec. 9.1 Checks, Notes, Drafts, etc. ......................................................         30
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ARTICLE X. Amendments
        Sec. 10.1 Amendments.......................................................................         30
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                                      (ii)

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<PAGE>

                              AMENDED AND RESTATED

                                     BY-LAWS

                                       OF

                               RAYTECH CORPORATION

         These By-Laws are hereby amended and restated for the purpose of
compliance with Raytech Corporation's ("Corporation") Second Amended Plan of
Reorganization (the "Plan of Reorganization") as confirmed by the United States
Bankruptcy Court for the District of Connecticut in Chapter 11 Case No.
5-89-00293.

                                    ARTICLE I

                                  Stockholders

         Section 1.1 Annual Meeting. Except as otherwise provided in Section
1.10 of these By-Laws, an annual meeting of stockholders of the Corporation for
the election of directors and for the transaction of such other business as may
properly come before the meeting shall be held at such time and date as may be
fixed by the Corporation's Board of Directors ("Board of Directors"). The Annual
Meeting in each year shall be held at such place within or without the State of
Delaware as may be fixed by the Board of Directors or, if not so fixed, at the
principal business office of the Corporation at Four Corporate Drive, Suite 295,
Shelton, Connecticut 06484.

         Section 1.2 Special Meetings. A special meeting of the stockholders of
the Corporation entitled to vote on any business to be considered at any such
meeting may be called by the Board of Directors, Chairman of the Board, if there
is one, the President or any Vice President. Upon the written request of the
holders of not less than one-fifth of the voting power of all shares entitled to
vote at the meeting, the President shall call a special meeting of the
stockholders for the purpose specified in such request and shall cause notice
thereof to be given. If the President shall not, within fifteen days after the
receipt of such stockholder's request, so call such meeting, such stockholders
may call the same. Special meetings shall be held at such place within or
without the State of Delaware as may be specified in the notice thereof.

         Section 1.3 Record Date for Meetings and Other Purposes. For the
purpose of determining the stockholders entitled to notice of or to vote at any
meeting of stockholders or any adjournment thereof, or 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
exchange 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 date as the record date for any such determination of stockholders.
Such date shall not be more than 60 nor less than 10 days before the date of
such meeting, nor more than 60 days prior to any proposed action. Only such
stockholders as shall be stockholders of record on the date so fixed shall be
entitled to notice

                                      -5-
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of, and to vote at, such meeting and any adjournment thereof, or to give such
consent, or to receive payment of such dividend or other distribution, or to
exercise such rights in respect of any such change, conversion or exchange of
stock, or to participate in such action, as the case may be, notwithstanding any
transfer of any stock on the books of the Corporation after any record date so
fixed.

         If no record date is fixed by the Board of Directors, (1) the record
date for determining stockholders entitled to notice of or to vote at a meeting
of stockholders shall be at the close of business on the day next preceding the
date on which notice is given, or if notice is waived by all stockholders
entitled to vote at the meeting, at the close of business on the day next
preceding the day on which the meeting is held, (2) the record date for
determining stockholders entitled to express consent to corporate action in
writing without a meeting, when no prior action by the Board of Directors is
necessary, shall be at the close of business on the day on which the first
written consent is expressed by the filing thereof with the Corporation as
provided in Section 1.10 of these By-Laws, and (3) the record date for
determining stockholders for any other purpose shall be at the close of business
on the day on which the Board of Directors adopts the resolution relating
thereto.

         A determination of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to adjournment of the meeting,
provided, that the Board of Directors may fix a new record date for the
adjourned meeting.

         Section 1.4 Notice of Meetings. Unless otherwise provided by law, and
unless notice is waived in writing by all stockholders entitled to vote at a
meeting, a written notice of each meeting of stockholders shall be given to each
stockholder of record entitled to vote at such meeting, by leaving such notice
with him or at his residence or usual place of business, or by mailing such
notice addressed to him at his last-known post office address as last shown on
the stock records of the Corporation, postage prepaid, not less than 10 days nor
more than 60 days before the date of the meeting. Each notice of a meeting of
stockholders shall state the place, day and hour of the meeting, and in the case
of a special meeting, the purpose or purposes for which the meeting is called.

         When a meeting is adjourned to another time or place, it shall not be
necessary to give notice of the adjourned meeting if the time and place to which
the meeting is adjourned are announced at the meeting at which the adjournment
is taken and at the adjourned meeting only such business is transacted as might
have been transacted at the original meeting. However, if the adjournment is for
more than 30 days, or if after the adjournment the Board of Directors fixes a
new record date for the adjourned meeting, a notice of the adjourned meeting
shall be given not less than 10 days nor more than 60 days before the date of
the meeting to each stockholder of record entitled to vote at the meeting.

         Section 1.5 Quorum. Except as otherwise provided by law or by the
Corporation's Certificate of Incorporation or by these By-Laws in respect of the
vote required for a specified action, at any meeting of stockholders, the
holders of a majority of the outstanding stock entitled to

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vote thereat, either present or represented by proxy, shall constitute a quorum
for the transaction of any business, but the stockholders present, although less
than a quorum, may adjourn the meeting to another time or place and, except as
provided in the last paragraph of Section 1.4 of these By-Laws, notice need not
be given of the adjourned meeting. Except as otherwise provided by the
Corporation's Certificate of Incorporation or these By-Laws, where a separate
vote by class if required, the affirmative vote of the majority of shares of
such class present in person or represented by proxy at the meeting shall be the
act of such class.

         Section 1.6 Voting. Whenever directors are to be elected by the
stockholders, they shall be elected by a plurality of the votes cast at the
meeting by the stockholders entitled to vote. Whenever any corporate action,
other than the election of directors, is to be taken by vote of the
stockholders, it shall, except as otherwise required by law or by the
Corporation's Certificate of Incorporation or by these By-Laws, be authorized by
a majority of the votes cast at the meeting by the stockholders entitled to vote
thereon.

         Except as otherwise provided by law, or by the Corporation's
Certificate of Incorporation, each stockholder of record of the Corporation
entitled to vote on any matter at any meeting of stockholders shall be entitled
to one vote for each share of such stock standing in the name of such holder on
the stock ledger of the Corporation on the record date for the determination of
the stockholders entitled to vote at the meeting.

         Upon the demand of any stockholder entitled to vote, the vote for
directors or the vote on any other matter at a meeting shall be by written
ballot, but otherwise the method of voting and the manner in which votes are
counted shall be discretionary with the presiding officer at the meeting.

         Section 1.7 Presiding Officer and Secretary. At any meeting of the
stockholders if none of the Chairman of the Board, if there is one, nor the
President nor a Vice President nor a person designated by the Board of Directors
to preside at the meeting shall be present, the stockholders shall appoint a
presiding officer for the meeting. If neither the Secretary nor an Assistant
Secretary be present, the appointee of the person presiding at the meeting shall
act as Secretary of the meeting.

         Section 1.8 Proxies. Each stockholder entitled to vote at a meeting of
stockholders or to express consent or dissent to corporate action in writing
without a meeting may authorize another person or persons to act for him by
proxy, but no such proxy shall be voted or acted upon after three years from its
date, unless the proxy provides for a longer period. Every proxy shall be signed
by the stockholder or by his duly authorized attorney.

         Section 1.9 List of Stockholders. The officer who has charge of the
stock ledger of the Corporation shall prepare and make, at least 10 days before
every meeting of stockholders, a complete list of the stockholders entitled to
vote at the meeting, arranged in alphabetical order, and showing the address of
each stockholder and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any stockholder, for
any purpose germane to the meeting, during ordinary business hours, for a period
of at least 10 days prior to the

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meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present.

         The stock ledger shall be the only evidence as to who are the
stockholders entitled to examine the stock ledger, the list required by this
Section or the books of the Corporation, or to vote in person or by proxy at any
meeting of stockholders.

         Section 1.10 Written Consent of Stockholders in Lieu of Meeting. Any
action required by statute to be taken at any annual or special meeting of
stockholders of the Corporation, or any action which may be taken at any annual
or special meeting of the stockholders, may be taken without a meeting, without
prior notice and without a vote, if a consent in writing, setting forth the
action so taken, shall be signed by the stockholders 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. Prompt written 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 consented in writing. Any such written consent may be
given by one or any number of substantially concurrent written instruments of
substantially similar tenor signed by such stockholders, in person or by
attorney or proxy duly appointed in writing, and filed with the Secretary or an
Assistant Secretary of the Corporation. Any such written consent shall be
effective as of the effective date thereof as specified therein, provided that
such date is not more than 60 days prior to the date such written consent is
filed as aforesaid, or, if no such date is so specified, on the date such
written consent is filed as aforesaid.

                                   ARTICLE II

                                    Directors

         Section 2.1 General Powers. The business, property and affairs of the
Corporation shall be managed by and under the direction of its Board of
Directors.

         Section 2.2 Number of Directors. The Board of Directors shall consist
of not more than eleven and not less than three directors, as such number may be
fixed by the Board of Directors from time to time.

         Section 2.3 Election and Term of Directors. On the effective date of
the Consummation of the Plan of Reorganization ("Effective Date"), each director
shall be elected to hold office until the annual meeting of stockholders held in
the following year and until his or her successor is elected and qualified. At
each annual meeting of stockholders thereafter, or by written consent of the
stockholders entitled to vote thereon in lieu of such meeting, the successors of
those directors whose terms of office are then expiring shall be elected to hold
office for a term of one year and until their respective successors shall be
elected and shall qualify. Notwithstanding the aforesaid, on the Effective Date
the initial Board of Directors shall be constituted as follows: one director
shall be appointed by the Equity Committee (as defined in Section 1.1.42 of the
Plan of

                                      -8-
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Reorganization) and the remaining directors shall be appointed by the Creditors'
Committee (as defined in Section 1.1.27 of the Plan of Reorganization),
following consultation with the Corporation, the Future Claimants'
Representative and the Governments (all as defined in sections 1.1.27, 1.1.47
and 1.1.48, respectively, of the Plan of Reorganization). The director appointed
by the Equity Committee shall serve for a term of three years from the Effective
Date; provided, however, that such director's term will terminate earlier upon
sale by the Asbestos Personal Injury Settlement Trust (as defined in Section
1.1.64 of the Plan of Reorganization) ("PI Trust") of its entire interest in the
stock of the Reorganized Debtor provided the purchaser or purchasers have
offered to purchase all remaining shares of the Common Stock not held by the PI
Trust at the same price and upon the same terms and conditions as offered to the
PI Trust as set forth in section 7.11 of the Plan of Reorganization.

         Section 2.4 Vacancies and Newly Created Directorships. Vacancies and
newly created directorships resulting from any increase in the authorized number
of directors may be filled by election at a meeting of stockholders or by
written consent of the stockholders entitled to vote thereon in lieu of a
meeting or by a majority of the Board of Directors then in office. New directors
elected pursuant to the foregoing shall serve out the term of the director he or
she replaced.

         Section 2.5 Resignation. Any director may resign at any time upon
written notice to the Corporation. Any such resignation shall take effect at the
time specified therein or, if the time be not specified, upon receipt thereof,
and the acceptance of such resignation, unless required by the terms thereof,
shall not be necessary to make such resignation effective.

         Section 2.6 Removal. Any or all of the directors may be removed at any
time, only for cause, by affirmative vote at a meeting or by written consent of
a majority of the outstanding shares of capital stock of the Corporation
entitled to vote generally for the election of directors (considered for this
purpose as one class).

         Section 2.7 Meetings. Meetings of the Board of Directors, regular or
special, may be held at any place within or without the State of Delaware. An
annual meeting of the Board of Directors shall be held after each annual
election of directors. If such election occurs at an annual meeting of
stockholders, the annual meeting of the Board of Directors shall be held at the
same place and immediately following such meeting of stockholders, and no notice
thereof need be given. If an annual election of directors occurs by written
consent in lieu of the annual meeting of stockholders, the annual meeting of the
Board of Directors shall take place as soon after such written consent is duly
filed with the Corporation as if practicable, either at the next regular meeting
of the Board of Directors or at a special meeting. The Board of Directors may
fix times and places for regular meetings of the Board and no notice of such
meetings need be given. Special meetings of the Board of Directors shall be held
whenever called by the Chairman of the Board, if there is one, the President, a
Vice President or any two or more directors. Notice of each special meeting
shall be given by the Secretary or by a person calling the meeting to each
director by mailing the same, not later than the second day before the meeting,
or personally or by telefaxing, e-mailing or telephoning the same, not later
than the day before the meeting.

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         Section 2.8 Quorum and Voting. A majority of the total number of
directors shall constitute a quorum for the transaction of business, but if
there be less than a quorum at any meeting of the Board of Directors, a majority
of the directors present may adjourn the meeting from time to time, and no
further notice thereof need be given other than announcement at the meeting
which shall be so adjourned. Except as otherwise provided by law, by the
Corporation's Certificate of Incorporation or by these By-Laws, the vote of a
majority of the directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors.

         Section 2.9 Appointment and Powers of Committees of the Board of
Directors. The Board of Directors may from time to time, by resolution passed by
three-fourths of the whole Board, designate one or more committees, each
committee to consist of one or more directors of the Corporation. The Board of
Directors may designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of
the committee. The resolution of the Board of Directors may, in addition or
alternatively, provide that in the absence or disqualification of a member of a
committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member. Any such
committee, to the extent provided in the resolution of the Board of Directors,
shall have and may exercise all the powers and authority of the Board of
Directors in the management of the business and affairs of the Corporation, and
may authorize the seal of the Corporation to be affixed to all papers which may
require it, except as otherwise provided by law. Unless the resolution of the
Board of Directors expressly so provides, no such committee shall have the power
or authority to declare a merger or other business combination transaction, to
sell all or substantially all of the assets, to incur material amounts of debt,
to declare a dividend or to authorize the issuance of stock. Any such committee
may adopt rules governing the method of calling and time and place of holding
its meetings.

         The Board of Directors, by resolution adopted by a three-fourths of the
whole Board, may

         (a)      fill any vacancy in any such committee;

         (b)      abolish any such committee at its pleasure; and

         (c)      remove any director from membership on such committee at any
                  time, with or without cause.

                  Actions taken at a meeting of any such committee shall be kept
in a record of its proceedings which shall be reported to the Board of Directors
at its next meeting following such committee meeting; except that, when the
meeting of the Board of Directors is held within two days after the committee
meeting, such report shall, if not made at the first meeting, be made to the
Board of Directors at its second meeting following such committee meeting.

                  Notwithstanding any provision in these By-Laws to the
contrary, the provisions set forth in this Section may not be amended, altered,
changed or repealed in any respect, unless such

                                      -10-
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action is approved by the affirmative vote of holders of not less than
three-fourths of the outstanding shares entitled to vote thereon, or by the
affirmative vote of directors holding at least three-fourths of the
directorships.

         Section 2.10 Notices and Meetings of the Committees. Meetings of any
committee of the Board of Directors, regular or special, may be held at any
place within or without the State of Delaware as such committee from time to
time may fix or as shall be specified in the respective notice or waivers of
notice thereof, but no notice of regular meetings need be given. Notice of each
special meeting shall be given to each member of such committee by mailing the
same not later than the second day before the meeting, or personally, or by
telefaxing, e-mailing or telephoning the same, not later than the date before
the meeting.

         Section 2.11 Quorum and Actions by Committees. Unless otherwise
provided by the Board of Directors, a majority of each committee shall
constitute a quorum for the transaction of business and the vote of the majority
of the members of such committee present at which a quorum is present shall be
the act of such committee.

         Section 2.12 Resignations from Committees. Any member of a committee
may resign by written notice to the Board of Directors. A resignation shall be
effective upon receipt thereof by the Board or such subsequent time as shall be
specified in the notice of resignation.

         Section 2.13 Written Consent of Directors in Lieu of a Meeting. Any
action required or permitted to be taken at any meeting of the Board of
Directors or of any committee thereof may be taken without a meeting if all
members of the Board of Directors or of such committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the Board of Directors or committee.

         Section 2.14 Compensation of Directors. The Board of Directors may fix
fees of directors, including reasonable allowance for expenses actually incurred
in connection with their duties.

         Section 2.15 Contracts and Transactions Involving Insiders. No contract
or transaction between the Corporation and one or more of its directors or
officers, or between the Corporation and any other corporation, partnership,
association, or other organization in which one or more of its directors or
officers are directors or officers, or have a financial interest, or beneficial
interest as defined in Section 16 of the Securities and exchange Act of 1934,
shall be void or voidable solely for this reason, or solely because, in the case
of directors, the director or officer is present at or participates in the
meeting of the Board of Directors or committee thereof which authorizes the
contract or transaction, or solely because his or their votes are counted for
such purpose, if: (1) the material facts as to his relationship or interest and
as to the contract or transaction are disclosed or are known to the Board of
Directors or the committee, and the Board of Directors or committee in good
faith authorizes the contract or transaction by the affirmative votes of a
majority of the disinterested directors, even though the disinterested directors
be less than a quorum; or (2) the material facts as to his relationship or
interest and as to the contract or transaction are disclosed or

                                      -11-
<PAGE>

are known to the stockholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the stockholders,
provided in either case that the contract or transaction is fair, as determined
by the Board of Directors, as to the Corporation as of the time it is
authorized, approved or ratified, by the Board of Directors, a committee
thereof, or the stockholders. Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the Board of Directors or
of a committee which authorizes the contract or transaction.

         Section 2.16 Participation of Meeting by Conference Telephone, Etc.
Members of the Board of Directors, or of any committee designated by the Board,
may participate in a meeting of such Board or committee by means of
teleconferencing, 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 by such means shall constitute presence in person at
such meeting.

                                   ARTICLE III

                         Officers, Agents and Employees

         Section 3.1 Appointment and Term of Office. The officers of the
Corporation shall include a President, a Secretary, a Treasurer and, if desired,
a Chairman of the Board, a Vice Chairman, one or more Vice Presidents, a
Financial Officer, one or more Assistant Secretaries and one or more Assistant
Treasurers. The Board of Directors or a duly authorized committee thereof shall
designate, by resolution, a Chief Executive Officer and may designate, by
resolution, a Chief Financial Officer and a Chief Operating Officer. Any one or
more Vice Presidents may be designated as Executive Vice President or Senior
Vice President. The officers shall be elected or appointed by the Board of
Directors or a duly authorized committee thereof at the first meeting of the
Board of Directors or a committee thereof after the Annual Meeting of
stockholders in each year. The Board or a committee thereof may elect or appoint
such officers, agents and employees, who shall have such authority and perform
such duties, as may be prescribed by the Board of Directors or committee. Each
officer shall hold office for the term for which he is elected or appointed and
until his successor is elected or appointed and has qualified or until his
earlier resignation or removal. Any two or more offices may be held by the same
person, but no officer shall execute, acknowledge or verify any instrument in
more than one capacity.

         Section 3.2 Resignation and Removal. Any officer may resign at any time
upon written notice to the Corporation. Any officer, agent or employee of the
Corporation may be removed by the Board of Directors, or by a duly authorized
committee thereof, with or without cause at any time. The Board of Directors or
such a committee thereof may delegate such power of removal as to officers,
agents and employees not appointed by the Board of Directors or such a
committee. Such removal shall be without prejudice to a person's contract
rights, if any, but the appointment of any person as an officer, agent or
employee of the Corporation shall not of itself create contract rights.

         Section 3.3 Compensation and Bond. The compensation of the officers,
agents and

                                      -12-
<PAGE>

employees who are not directors shall be fixed by the Board of Directors, but
this power may be delegated to any officer, agent, or employee as to persons
under his direction or control. The Corporation may secure the fidelity of any
or all of its officers, agents, or employees by bond or otherwise.

         Section 3.4 Chairman of the Board. The Chairman of the Board, if there
is one, shall preside at all meetings of stockholders and of the Board of
Directors at which he or she is present and shall have such other powers and
duties as may be delegated to him or her by the Board of Directors. In the event
the Board of Directors, by resolution, shall designate the Chairman of the Board
as the Chief Executive Officer of the Corporation, in addition to his or her
other duties, the Chairman of the Board shall have general direction of the
affairs of the Corporation, subject to the control of the Board of Directors,
shall preside at all meetings of the stockholders, may employ and discharge
employees and agents of the Corporation, except such as may be elected or
appointed by the Board of Directors, and he or she may delegate these powers.

         In his capacity as Chief Executive Officer, the Chairman of the Board
may vote the shares or other securities of any other domestic or foreign
corporation of any type or kind which may at any time be owned by the
Corporation, may execute any stockholders' or other consents in respect thereof
and may in his or her discretion delegate such powers by executing proxies, or
otherwise, on behalf of the Corporation. The Board of Directors, by resolution
from time to time, may confer like powers upon any other person or persons.

         Section 3.5 President. The President shall have responsibility to the
Chief Operating Officer of the Corporation and such duties as from time to time
may be assigned to him by the Chief Executive Officer of the Corporation or the
Board of Directors. In the absence or inability to act of the Chairman of the
Board, if there is one, the President shall perform all the duties and shall
exercise any of the powers of the Chairman of the Board. The performance of any
such duty by the President shall be conclusive evidence of his power to act.

         In the event the Board of Directors, by resolution, shall designate the
President as the Chief Executive Officer of the Corporation, the President shall
have general direction of the affairs of the Corporation, subject to the control
of the Board of Directors, shall preside at all meetings of the stockholders,
and may employ and discharge employees and agents of the Corporation, except
such as shall be appointed by the Board of Directors, and he may delegate these
powers. In his capacity as Chief Executive Officer the President may vote the
shares or other securities of any other domestic or foreign corporation of any
type or kind which may at any time be owned by the Corporation, may execute any
stockholders' or other consents in respect thereof and may in his discretion
delegate such powers by executing proxies, or otherwise, on behalf of the
Corporation.

         Section 3.6 Vice Presidents. Each Vice President shall have such powers
and perform such duties as the Board of Directors or the Chairman of the Board,
if there is one, may from time to time prescribe. In the absence or inability to
act of the Chairman of the Board and President, unless the Board of Directors
shall otherwise provide, the Vice President may perform all the duties and may
exercise any of the powers of the Chairman of the Board and the President. The

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performance of any such duty by a Vice President shall be conclusive evidence of
his power to act.

         Section 3.7 Treasurer. The Treasurer shall have charge of all funds and
securities of the Corporation, shall endorse the same for deposit or collection
when necessary and deposit the same to the credit of the Corporation in such
banks or depositaries as the Board of Directors may authorize. He may endorse
all commercial documents requiring endorsements for or on behalf of the
Corporation and may sign all receipts and vouchers for payments made to the
Corporation. He shall have all such powers and duties as generally are incident
to the position of Treasurer or as may be assigned to him by the Chief Executive
Officer or the Board of Directors.

         Section 3.8 Secretary. The Secretary shall record all the proceedings
of the meetings of the stockholders and directors in a book to be kept for that
purpose and shall also record therein all action taken by written consent of the
stockholders or directors in lieu of a meeting. He shall attend to the giving
and serving of all notices to stockholders and directors. He shall have charge
of the seal of the Corporation and shall attest the same by his signature
whenever required. He shall have charge of the stock ledger and such other books
and papers as the Board of Directors may direct. He shall have all such further
powers and duties as generally are incident to the position of Secretary or as
may be assigned to him by the Chief Executive Officer or the Board of Directors.

         Section 3.9 Financial Officer. The Financial Officer shall be the
accounting officer of the Corporation. He shall keep adequate and correct
accounts of the Corporation's business transactions. In the absence or inability
of the Treasurer to act, the Financial Officer may perform all the duties and
exercise all the powers of the Treasurer. He shall have all such powers and
duties as generally are incident to the position of Financial Officer or as may
be assigned to him by the Chief Executive Officer, the Treasurer or the Board of
Directors.

         Section 3.10 Assistant Treasurers. In the absence or inability of the
Treasurer and the Financial Officer to act, any Assistant Treasurer may perform
all the duties and exercise all the powers of the Treasurer. The performance of
any such duty by an Assistant Treasurer shall be conclusive evidence of his
power to act. An Assistant Treasurer shall also perform such other duties as the
Treasurer or the Board of Directors may assign to him.

         Section 3.11 Assistant Secretaries. In the absence or inability of the
Secretary to act, any Assistant Secretary may perform all the duties and
exercise all the powers of the Secretary. The performance of any such duty by an
Assistant Secretary shall be conclusive evidence of his power to act. An
Assistant Secretary shall also perform such other duties as the Secretary or the
Board of Directors may assign to him.

         Section 3.12. Delegation of Duties. In case of the absence of any
officer of the Corporation, or for any other reason that the Board of Directors
may deem sufficient, the Board of Directors may confer for the time being the
powers or duties, or any of them, of such officer upon any other officer or upon
any director.

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<PAGE>

         Section 3.13 Loans to Officers and Employees; Guaranty of Obligations
of Officers and Employees. The Corporation may lend money to, or guarantee any
obligation of, or otherwise assist any officer or other employee of the
Corporation or any subsidiary, including any officer or employee who is a
director of the Corporation or any subsidiary, whenever, in the judgment of the
directors, such loan, guaranty or assistance may reasonably be expected to
benefit the Corporation. The loan, guaranty or other assistance may be with or
without interest, and may be unsecured, or secured in such manner as the Board
of Directors shall approve, including, without limitation, a pledge of shares of
stock of the Corporation.

                                   ARTICLE IV
                              Mandatory Retirement

         Section 4.1 Mandatory Retirement of Officers and Directors. Each
officer of the Corporation shall be required to retire from his employment by
the Corporation as such on the first day of the calendar month following the
month during which such officer attains the age of 70 years. Each director of
the Corporation shall be required to retire as a director of the Corporation as
of the first day of January of the year in which such director attains the age
of 70 years. The Board of Directors may waive such retirement of any officer or
director.

                                    ARTICLE V
                                 Indemnification

         Section 5.1 Indemnification of Directors, Officers, Employees and
Agents. 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 (including any action or suit by or in
the right of the Corporation to procure a judgment in its favor) by reason of
the fact that he is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, shall be indemnified by the Corporation, if,
as and to the extent authorized by applicable law as it exists or may hereafter
be amended, against expenses (including attorney's fees and disbursements),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with the defense or settlement of such action, suit or
proceeding. The indemnification and advancement of expenses expressly provided
by, or granted pursuant to, the laws of the State of Delaware shall not be
deemed exclusive of any other rights to which any person seeking indemnification
or advancement of expenses 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.

         To the fullest extent permitted by the General Corporation Law of the
State of Delaware as the same exists or may hereafter be amended, a director of
the Corporation shall not be liable to the Corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director,

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provided that nothing contained in this Article shall eliminate or limit the
liability of a director (i) for any breach of the director's duty of loyalty to
the Corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of the law,
(iii) under Section 174 of the General Corporation Law of the State of Delaware
or (iv) for any transaction from which the director derived an improper personal
benefit.

                                   ARTICLE VI
                                  Common Stock

         Section 6.1 Certificates. Certificates for stock of the Corporation
shall be in such form as shall be approved by the Board of Directors and shall
be signed in the name of the Corporation by the Chairman or a Vice Chairman of
the Board of Directors, if there be any, or the President or a Vice President,
and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant
Secretary. Such certificates may be sealed with the seal of the Corporation or a
facsimile thereof. Any of or all the signatures on a certificate may be a
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the Corporation with the same effect as if he were
such officer, transfer agent or registrar at the date of issue.

         Section 6.2 Transfers of Stock. Transfers of stock shall be made only
upon the books of the Corporation by the holder, in person or by duly authorized
attorney, and on the surrender of the certificate or certificates for such stock
properly endorsed. The Board of Directors shall have the power to make all such
rules and regulations, not inconsistent with the Corporation's Certificate of
Incorporation and these By-Laws and the applicable laws, as the Board of
Directors may deem appropriate concerning the issue, transfer and registration
of certificates for stock of the Corporation. The Board may appoint one or more
transfer agents and one or more registrars with respect to the certificates
representing shares of stock of the Corporation, and may require all such stock
certificates to bear the signature of either or both.

         Section 6.3 Lost, Stolen or Destroyed Certificates. The corporation may
issue a new stock certificate in the place of any certificate theretofore issued
by it, alleged to have been lost, stolen or destroyed, and the Corporation may
require the owner of the 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.
The Board of Directors may require such owner to satisfy other reasonable
requirements.

                                   ARTICLE VII
                                      Seal

         Section 7.1 Seal. The seal of the Corporation shall have inscribed
thereon the name of the Corporation, the year of its organization and the words
"Corporate Seal, Delaware." The Corporation may use the seal by causing it or a
facsimile thereof to be impressed or affixed or

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<PAGE>

reproduced in any manner.

                                  ARTICLE VIII
                                Waiver of Notice

         Section 8.1 Waiver of Notice. Whenever any notice of time, place,
purpose or any other matter, including any special notice or form of notice, is
required to be given by statute, or under any provision of the Corporation's
Certificate of Incorporation or these By-Laws, a written waiver thereof, signed
by the person entitled to notice, whether before or after the time stated
therein, shall be equivalent to giving of such notice. In the case of a
stockholder, such waiver of notice may be signed by such stockholder's attorney
or proxy duly appointed in writing. Attendance of a person at a meeting shall
constitute a waiver of notice of such meeting, except when the person attends a
meeting for the express purpose of objecting at the beginning of the meeting, to
the transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the stockholders, directors or members of a
committee of directors need be specified in any written waiver of notice unless
so required by the Corporation's Certificate of Incorporation or these By-Laws.

                                   ARTICLE IX
                           Checks, Notes, Drafts, Etc.

         Section 9.1 Checks, Notes, Drafts, Etc. Checks, notes, drafts,
acceptances, bills of exchange and other orders or obligations for the payment
of money shall be signed by such officer or officers or person or persons, as
the Board of Directors or a duly authorized committee thereof may from time to
time designate.

                                    ARTICLE X
                                   Amendments

         Section 10.1 Amendments. Except as otherwise provided in the
Corporation's Certificate of Incorporation, the By-Laws or the law of the State
of Delaware, these By-Laws or any of them may be altered or repealed, and new
By-Laws may be adopted, by the stockholders by majority vote at a meeting or by
written consent without a meeting, and the Board of Directors shall also have
power, by a majority vote of the whole Board of Directors, to alter or repeal
any of these By-Laws, and to adopt new By-Laws.

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