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                                                                       EXHIBIT 3

                                  BW/IP, INC.
                                  -----------
                                     BYLAWS
                                     ------

                    AS AMENDED AND RESTATED ON MAY 14, 1996

                                   ARTICLE I
                                   ---------

                                  STOCKHOLDERS
                                  ------------

       SECTION 1.01.1. ANNUAL MEETINGS. The annual meeting of the stockholders
                       ---------------
of the Corporation for the election of directors and for the transaction of such
other business as may properly come before such meeting shall be held at such
place, either within or without the State of Delaware, and at 10:00 a.m. local
time on the last Tuesday in April  (or, if such day is a legal holiday, then on
the next succeeding business day), or at such other date and hour, as may be
fixed from time to time by resolution of the board of directors and set forth in
the notice or waiver of notice of the meeting.  [Sections 211(a), (b).]*

     SECTION 1.01.2.  BUSINESS AT ANNUAL MEETINGS. To be properly brought before
                      ----------------------------                              
an annual meeting, business must be (a) specified in the notice of meeting (or
                                     -                                        
any supplement thereto) given by or at the direction of the board of directors
pursuant to Section 1.03 of these Bylaws, (b) otherwise properly brought before
                                           -                                   
the meeting by or at the direction of the board of directors, or (c) otherwise
                                                                  -           
properly brought before the meeting by a stockholder of the Corporation who was
a stockholder of record at the time of giving of the notice provided for in this
Section 1.01.2, who is entitled to vote on such matters at the meeting and who
complies with the notice procedures set forth in this Section 1.01.2.  For
business to be properly brought before an annual meeting by a stockholder, if
such business is related to the election of directors of the Corporation, the
procedures in Section 1.01.3 of these Bylaws must be complied with.  If such
business relates to any other matter, the stockholder must have given timely
notice thereof in writing to the Secretary.  To be timely, a stockholder's
notice must be delivered or mailed to, and received by, the Secretary at the
principal executive offices of the Corporation not less than 60 days nor more
than 90 days prior to the first anniversary of the preceding year's annual
meeting of stockholders; provided, however, that in the event that the date of
                         --------  -------                                    
the annual meeting is advanced by more than 30 days or delayed by more than 60
days from such anniversary date, notice by the stockholder to be timely must be
so delivered not earlier than the 90th day prior to such annual meeting and not
later than the close of business on the later of the 60th day prior to such
annual meeting or the 10th day following the day on which public announcement of
the date of such meeting is first made.

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Such stockholder's notice shall set forth in writing (i) as to each matter the
                                                      -
stockholder proposes to bring before the annual meeting, (A) a brief description
                                                          -
of the business desired to be brought before the annual meeting, (B) the reasons
                                                                  -
for conducting such business at the annual meeting, and (C) any material
                                                         -
interest in such business of such stockholder and the beneficial owner, if any,
on whose behalf the proposal is made; and (ii) as to the stockholder giving the
                                           --
notice and the beneficial owner, if any, on whose behalf the proposal is made,
(A) the name and address of such stockholder and such beneficial owner as they
 -
appear on the Corporation's books, and (B) the class and number of shares of the
                                        -
Corporation which are owned beneficially and of record by such stockholder and
such beneficial owner. Notwithstanding anything in these Bylaws to the contrary,
no business shall be conducted at any annual meeting except in accordance with
the procedures set forth in this Section 1.01.2. The presiding officer of the
meeting shall, if the facts warrant, determine and declare to the meeting that
business was not properly brought before the meeting in accordance with the
provisions of this Section 1.01.2, and if he should so determine, such presiding
officer shall declare to the meeting that any such business not properly brought
before the meeting shall not be transacted.

     For the purposes of this Section 1.01.2 and Section 1.01.3 and 1.02 of
these Bylaws, "public announcement" shall mean disclosure in a press release
reported by the Dow Jones News Service, Associated Press or comparable national
news service or in a document publicly filed by the Corporation with the
Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").  In addition
to the provisions of this Section 1.01.2, a stockholder shall also comply with
all applicable requirements of the Exchange Act and the rules and regulations
thereunder with respect to the matters set forth herein.  Nothing in these
Bylaws shall be deemed to affect any rights of stockholders to request inclusion
of proposals in the Corporation's proxy statement pursuant to Rule 14a-8 under
the Exchange Act.

     SECTION 1.01.3.  NOMINATION OF DIRECTORS.  Only persons who are nominated
                      -----------------------                                 
in accordance with the procedures set forth in this Section 1.01.3 shall be
eligible for election as directors of the Corporation.  Nominations of persons
for election to the board of directors of the Corporation may be made at any
annual meeting of stockholders (a) by or at the direction of the board of
directors or (b) by a stockholder of the Corporation who was a stockholder of
record at the time of giving of the notice provided for in this Section 1.01.3,
who is entitled to vote for the election of directors at the meeting and who
complies with the notice procedures set forth in this Section 1.01.3. Any such
nomination by a stockholder shall be made pursuant to timely notice thereof
given in writing to the Secretary. To be timely, a stockholder's notice must be
delivered or mailed to, and received by, the Secretary at the principal
executive offices of the Corporation not less than 60 days nor more than 90 days
prior to the first anniversary of the preceding year's annual stockholder
meeting; provided, however, that in the event that the date of the annual
         --------  -------
meeting is advanced by more than 30 days or delayed by more than

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60 days from such anniversary date, notice by the stockholder to be timely must
be so delivered not earlier than the 90th day prior to such annual meeting and
not later than the close of business on the later of the 60th day prior to such
annual meeting or the 10th day following the day on which public announcement of
the date of such meeting is first made. Notwithstanding anything in the
foregoing sentence to the contrary, in the event that the number of directors to
be elected to the board of directors of the Corporation is increased and there
is no public announcement naming all of the nominees for director or specifying
the size of the increased board of directors made by the Corporation at least 70
days prior to the first anniversary of the preceding year's annual meeting of
stockholders, a stockholder's notice required by this Section 1.101.3 shall also
be considered timely, but only with respect to nominees for any new positions
created by such increase, if it shall be delivered or mailed to, and received
by, the Secretary at the principal executive offices of the Corporation not
later than the close of business on the 10th day following the day on which such
public announcement is first made by the Corporation. Such stockholder's notice
shall set forth in writing (i) as to each person whom the stockholder and the
                            -
beneficial owner, if any, on whose behalf the nomination is made, proposes to
nominate for election or re-election as a director (A) the name, age, business
                                                    -
address and residence address of such person, (B) the principal occupation or
                                               -
employment of such person, (C) the number of shares of stock of the Corporation
                            -
which are beneficially owned by such person, and (D) any other information
                                                  -
relating to such person that is required to be disclosed in connection with the
solicitation of proxies for election of directors, or as otherwise required, in
each case pursuant to Regulation 14A under the Exchange Act (including, without
limitation, such person's written consent to be named in a proxy statement as a
nominee and to serving as a director if elected); and (ii) as to such
                                                       --
stockholder and such beneficial owner, if any, (A) the name and address of such
                                                -
stockholder and such beneficial owner as they appear on the Corporation's books,
and (B) the class and number of shares of the Corporation which are owned
     -
beneficially and of record by such stockholder and such beneficial owner.

     Nominations of persons for election to the board of directors of the
Corporation may be made at a special meeting of stockholders at which directors
are to be elected pursuant to the Corporation's notice of meeting (i) by or at
                                                                   -          
the direction of the board of directors or (ii) provided that the board of
                                            --                            
directors has determined that directors shall be elected at such special
meeting, by a stockholder of the Corporation who was a stockholder of record at
the time of giving of the notice provided for in this Section 1.01.3, who is
entitled to vote for the election of directors at the meeting and who complies
with the notice procedures set forth in this Section 1.01.3.  In the event the
Corporation calls a special meeting of stockholders for the purpose of election
of one or more directors to the board of directors, any such stockholder may
nominate a person or persons (as the case may be) for election to such
position(s) as specified in the Corporation's notice of meeting, if the
stockholder's notice shall be delivered or mailed to, and received by, the
Secretary at the principal executive offices of the Corporation not earlier than
the 90th day prior to such special meeting and not later than the close of
business on the later of the 60th day prior to such special meeting or the 10th
day

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following the day on which public announcement is first made of the date of
the special meeting and of the nominees proposed by the board of directors to be
elected at such meeting.

     At the request of the board of directors, any person nominated by the board
of directors for election as a director shall furnish to the Secretary that
information required to be set forth in a stockholder's notice of nomination
which pertains to the nominee.  Notwithstanding anything in these Bylaws to the
contrary, no persons shall be eligible for election as a director of the
Corporation unless nominated in accordance with the procedures set forth in this
Section 1.01.3.  The presiding officer of the meeting shall, if the facts
warrant, determine and declare to the meeting that a nomination was not properly
made in accordance with the provisions of this Section 1.01.3, and if he should
so determine, such presiding officer shall declare to the meeting that any such
nomination not properly made shall be disregarded.  In addition to the
provisions of this Section 1.01.3, a stockholder shall also comply with all
applicable requirements of the Exchange Act and the rules and regulations
thereunder with respect to the matters set forth herein.
 
     SECTION 1.02.  SPECIAL MEETINGS. Special meetings of the stockholders for
                    ----------------                                          
any purpose or purposes, unless otherwise prescribed by law or by the
Certificate of Incorporation, may only be called by (a) the Chairman, (b) the
                                                     -                 -     
board of directors pursuant to a resolution adopted by a majority of the total
number of authorized directors, or (c) the President or the Secretary (or, in
                                    -                                        
the event of their absence or disability, any Vice President).  Such special
meetings of the stockholders shall be held at such places, within or without the
State of Delaware, and at such times, as shall be specified in the respective
notices or waivers of notice thereof.  Any previously scheduled special meeting
of the stockholders may be postponed by resolution of the board of directors
upon public announcement made on or prior to the date previously scheduled for
such special meeting of the stockholders.

     The purpose or purposes of any special meeting of the stockholders shall be
set forth in the notice of meeting, and, except as otherwise required by law or
by the Certificate of Incorporation, no business shall be transacted at any
special meeting of the stockholders other than the items of business stated in
the notice of meeting.  The presiding officer of the meeting shall, if the facts
warrant, determine and declare to the meeting that business was not properly
brought before the meeting in accordance with the provisions of this Section
1.02, and if he should so determine, such presiding officer shall declare to the
meeting that any such business not properly brought before the meeting shall not
be transacted.  [Section 211(d).]

     SECTION 1.03.   NOTICE OF MEETINGS; WAIVER.  The Secretary shall cause
                     ---------------------------                           
written notice of the place, date and hour of each meeting of the stockholders,
and, in the case of a special meeting, the purpose or purposes for which such
meeting is called, to be given personally or by mail, not less than 10 nor more
than 60 days prior to the meeting, to each

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stockholder of record entitled to vote at such meeting. If such notice is
mailed, it shall be deemed to have been given to a stockholder when deposited in
the United States mail, postage prepaid, directed to the stockholder at his
address as it appears on the record of stockholders of the Corporation, or, if
he shall have filed with the Secretary of the Corporation a written request that
notices to him be mailed to some other address, then directed to him at such
other address. Such further notice shall be given as may be required by law.

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

         SECTION 1.04.   QUORUM.   Except as otherwise required by law or by the
                         ------                                                 
Certificate of Incorporation, the presence in person or by proxy of the holders
of record of a majority of the shares entitled to vote at a meeting of
stockholders shall constitute a quorum for the transaction of business at such
meeting.  [Section 216.]

     SECTION 1.05. VOTING. If, pursuant to Section 5.05 of these Bylaws, a
                   ------                                                 
record date has been fixed, every holder of record of shares entitled to vote at
a meeting of stockholders shall be entitled to one vote for each share
outstanding in his name on the books of the Corporation at the close of business
on such record date. If no record date has been fixed, then every holder of
record of shares entitled to vote at a meeting of stockholders shall be entitled
to one vote for each share of stock standing in his name on the books of the
Corporation at the close of business on the day next preceding the day on which
notice of the meeting is given, or, if notice is waived, at the close of
business on the day next preceding the day on which the meeting is held.  Except
as otherwise required by law or by the Certificate of Incorporation, the vote of
a majority of the shares represented in person or by proxy at any meeting at
which a quorum is present shall be sufficient for the transaction of any
business at such meeting. [Sections 212(a), 216.]

       SECTION 1.06.1. VOTING BY BALLOT. No vote of the stockholders need be
                       ---------------- 
taken by written ballot, unless otherwise required by law. Any vote which need
not be taken by ballot may be conducted in any manner approved by the meeting.

     SECTION 1.06.2.  INSPECTORS OF ELECTIONS.  Preceding any meeting of the
                      ----------------------- 
stockholders, the board of directors shall appoint one or more persons to act as
Inspectors of Elections and make a written report thereof, and may designate one
or  more alternate inspectors to replace any inspector who fails to act.  in the
event no

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inspector or alternate is able to act, the presiding officer of the meeting
shall appoint one or more inspectors to act at the meeting. Each inspector,
before entering upon the discharge of the duties of an inspector, 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:

     (a)  ascertain the number of shares outstanding and the voting power of
          each;

     (b)  determine the shares represented at a meeting and the
          validity of proxies and ballots; 

     (c)  count all votes and ballots; 

     (d)  determine and retain for a reasonable period a record of the
          disposition of any challenges made to any determination by the
          inspectors; and 

     (e)  certify their determination of the number of shares represented at the
          meeting and their count of all votes and ballots.

The inspectors may appoint or retain other persons or entities to assist in the
performance of the duties of the inspectors.

     In determining the validity and counting of proxies and ballots, the
inspectors shall be limited to an examination of the proxies, any envelopes
submitted with those proxies, the ballots and the regular books and records of
the Corporation.  The inspectors may consider other reliable information for the
limited purpose of reconciling proxies and ballots submitted by or on behalf of
banks, brokers, their nominees or similar persons which represent more votes
than the holder of a proxy is authorized by the record owner to cast or more
votes than the stockholder holds of record.  If the inspectors consider other
reliable information for the limited purpose permitted in this Section 1.06.2,
the inspectors, at the time they make their certification pursuant to clause (e)
of this Section 1.06.2, shall specify the precise information considered by
them, the person or persons from whom they obtained the information, when the
information was obtained, the means by which the information was obtained, and
the basis for the inspectors' belief that such information is accurate and
reliable.  [Section 231(a), (b), (d).]

     SECTION 1.06.3.  OPENING AND CLOSING OF POLLS.  The date and time for the
                      ----------------------------
opening and the closing of the polls for each matter upon which stockholders
will vote at a meeting of stockholders shall be announced at the meeting by the
presiding officer of the meeting.  The inspectors of the election shall be
prohibited from accepting any ballots, proxies or votes and any revocations
thereof or changes thereto after the closing of the

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polls, unless the Court of Chancery upon application by a stockholder shall
determine otherwise. [Section 231(c).]


     SECTION 1.07. ADJOURNMENT. If a quorum is not present at any meeting of the
                   ------------                                                 
stockholders, the stockholders present in person or by proxy shall have the
power to adjourn any such meeting from time to time until a quorum is present.
Notice of any adjourned meeting of the stockholders of the Corporation need not
be given if the place, date and hour thereof are announced at the meeting at
which the adjournment is taken; provided, however, that if the adjournment is
                                --------  -------                            
for more than 30 days, or, if after the adjournment a new record date for the
adjourned meeting is fixed pursuant to Section 5.05 of these Bylaws, a notice of
the adjourned meeting, conforming to the requirements of Section 1.03 of these
Bylaws, shall be given to each stockholder of record entitled to vote at such
meeting.   At any adjourned meeting at which a quorum is present, any business
may be transacted on the original date of the meeting. [Section 222(c).]

       SECTION 1.08. PROXIES.  Any stockholder entitled to vote at any meeting
       ---------------------   
of the stockholders or to express consent to or dissent from corporate action in
writing without a meeting may, by a written instrument signed by such
stockholder or his attorney-in-fact and filed with the Secretary, authorize
another person or persons to vote at any such meeting and express such consent
or dissent for him by proxy.  No such proxy shall be voted or acted upon after
the expiration of three years from the date of such proxy, unless such  proxy
provides for a longer period.   Every proxy shall be revocable at the pleasure
of the stockholder executing it, except in those cases where applicable law
provides that a proxy shall be irrevocable. A stockholder may revoke any proxy
which is not irrevocable by attending the meeting and voting in person or by
filing an instrument in writing revoking the proxy or by filing another duly
executed proxy bearing a later date with the Secretary. [Section 212(b), (c).]

     SECTION 1.09. ORGANIZATION; PROCEDURE. At every meeting of stockholders the
                   ------------------------                                     
presiding officer shall be the Chairman or such other officer as is designated
by the board of directors, or in the event of such designated officer's  absence
or disability, the President, or in the event of his absence or disability, any
Vice President or, in the event of their absence or disability, a presiding
officer chosen by a majority of the stockholders present in person or by proxy.
The Secretary, or in the event of his absence or disability, the Assistant
Secretary, if any, or if there be no Assistant Secretary, in the absence of the
Secretary, an appointee of the presiding officer, shall act as Secretary of the
meeting. The order of business and all other matters of procedure at every
meeting of stockholders may be determined by such presiding officer.

     SECTION 1.10. CONSENT SOLICITATIONS.  Unless otherwise provided in the
                   ----------------------                                  
Certificate of Incorporation, any action required to be taken at any annual or
special meeting of the stockholders of the Corporation, or any action which may
be taken at any such annual or special meeting, may be taken, subject to the
provisions of this Section 1.10, without a

                                       7
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meeting, without prior notice and without a vote, if a consent or consents in
writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize to take such action at a meeting at which all shares
entitled to vote thereon were present and voted and shall be delivered to the
Corporation. Prompt notice of the taking of any action without a meeting by less
than unanimous written consent shall be given to those stockholders who have not
consented in writing. [Section 228(a), (d).]

     Every written consent shall bear the date of signature of each stockholder
who signs the consent and no written consent shall be effective to take the
corporate action referred to therein unless, within 60 days of the earliest
dated consent delivered to the Corporation, written consents signed by a
sufficient number of holders to take action are delivered to the Corporation.
[Section 228(c).]

     The record date for determining stockholders entitled to consent to
corporate action in writing without a meeting shall be fixed by the board of
directors.  Any stockholder seeking to have the stockholders authorize or take
corporate action by written consent without a meeting shall, by written notice
to the Chairman or the Secretary, request the board of directors to fix a record
date.  Upon receipt of such a request, the Chairman or Secretary shall, as
promptly as practicable, call a special meeting of the board of directors to be
held as promptly as practicable, but in any event not more than 10 days
following the date of receipt of such a request.  At such a meeting, the board
of directors shall fix a record date which record date shall not precede the
date upon which the resolution fixing the record date is adopted by the board of
directors, and which record date shall not be more than 10 days after the date
that the resolution fixing the record date is adopted by the board of directors.
Notice of the record date shall be published in accordance with the rules and
policies of any stock exchange on which securities of the Corporation are then
listed or, if the securities of the Corporation are not listed on a stock
exchange, then notice of the record date shall be published in accordance with
the rules and policies of the National Association of Securities Dealers
Automated Quotation National Market System.  If no record date has been so fixed
by the board of directors, the record date for determining the stockholders
entitled to consent to the corporate action in writing without a meeting, where
no prior action by the board of directors is required by the General Corporation
Law of the State of Delaware, shall be the first date on which a signed written
consent setting forth the action taken or proposed to be taken is delivered to
the Corporation.  If no date has been fixed by the board of directors and prior
action by the board of directors is required by the General Corporation Law of
the State of Delaware, the record date for determining stockholders entitled to
consent to corporate action in writing without a meeting shall be at the close
of business on the day on which the board of directors adopts the resolution
taking such prior action.

     In the event of the delivery to the Corporation of a written consent or
consents purporting to represent the requisite voting power to authorize or take
corporate action and/or revocations relating thereto, the Secretary shall
provide for the safekeeping of such

                                       8
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consents and revocations and shall, as promptly as practicable, engage
inspectors for the purpose of promptly performing a ministerial review of the
validity of the consents and revocations. No action by written consent without a
meeting shall be effective until such inspectors have completed their review,
determined that the requisite number of valid and unrevoked consents has been
obtained to authorize or take actions specified in the consents and certified
such determination for entry in the records of the Corporation for the purpose
of recording the proceedings of the meeting of the stockholders.

     For the purposes of this Section 1.10, delivery to the Corporation shall be
effected by delivery to its registered office in the State of Delaware, its
principal place of business, or the Secretary at the principal executive offices
of the Corporation.  Delivery made to the Corporation's registered office shall
be by hand or by certified or registered mail, return receipt requested.
[Section 228(a).]


                                   ARTICLE II
                                   ----------

                               BOARD OF DIRECTORS
                               ------------------

     SECTION 2.01. GENERAL POWERS. Except as may otherwise be provided by law,
                   ---------------                                            
by the Certificate of Incorporation or by these  Bylaws, the property, affairs
and business of the Corporation shall be managed by or under the direction of
the board of directors, and the board of directors may exercise all the powers
of the Corporation. [Section 141(a).]

     SECTION 2.02.  NUMBER AND TERM OF OFFICE. The number of directors
                    -------------------------                         
constituting the entire board of directors shall be nine, which number may be
modified from time to time by resolution of the board of directors, but in no
event shall the number of directors be less than one. Each director (whenever
elected) shall hold office until his successor  has been duly elected and
qualified, or until his earlier death, resignation or removal. [Section 141(b).]

     SECTION 2.03.  ELECTION OF DIRECTORS.  Except as otherwise provided in
                    ----------------------                                 
Sections 2.12 and 2.13 of these Bylaws, the directors shall be elected at each
annual meeting of the stockholders.  If the annual meeting for the election of
directors is not held on the date designated therefor, the directors shall cause
the meeting to be held as soon thereafter as convenient.  At each meeting of the
stockholders for the election of directors, provided a quorum is present, the
directors shall be elected by a plurality of the votes validly cast in such
election. [Sections 211(b), (c), 216.]

     SECTION 2.04.  ANNUAL AND REGULAR MEETINGS.  The annual meeting of the
                    ----------------------------                           
board of directors for the purpose of electing officers and for the transaction
of such other business as may come before the meeting shall be held as soon as
possible following

                                       9
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adjournment of the annual meeting of the stockholders at the place of such
annual meeting of the stockholders.

     Notice of such annual meeting of the board of directors need not be given.
The board of directors from time to time may by resolution provide for the
holding of regular meetings and fix the place (which may be within or without
the State of Delaware) and the date and hour of such meetings.  Notice of
regular meetings need not be given; provided, however, that if the board of
                                    --------  -------                      
directors shall fix or change the time or place of any regular meeting, notice
of such action shall be mailed promptly, or sent by telegram, radio or cable, to
each director who shall not have been present at the meeting at which such
action was taken, addressed to him at his usual place of business, or shall be
delivered to him personally. Notice of such action need not be given to any
director who attends the first regular meeting after such action is taken
without protesting the lack of notice to him, prior to or at the commencement of
such meeting, or to any director who submits a signed waiver of notice, whether
before or after such meeting.  [Section 141(g).]

     SECTION 2.05.  SPECIAL MEETINGS; NOTICE. Special meetings of the board of
                    -------------------------                                 
directors shall be held whenever called by the Chairman or by the Secretary, or
in the event of their absence or disability, by the President or any Vice
President, at such place (within or without the State of Delaware), date and
hour as may be specified in the respective notices or waivers of notice of such
meetings. Special meetings of the board of directors may be called on 24 hours'
notice, if notice is given to each director personally or by telephone,
facsimile transmission or telegram, or on five days' notice, if notice is mailed
to each director, addressed to him at his usual place of business.  Notice of
any special meeting need not be given to any director who attends such meeting
without protesting the lack of notice to him, prior to or at the commencement of
such meeting, or to any director who submits a signed waiver of notice, whether
before or after such meeting, and any business may be transacted thereat.
[Sections 141(g), 229.]

     SECTION 2.06. QUORUM; VOTING. At all meetings of the board of directors,
                   ---------------                                           
the presence of a majority of the total authorized number of directors shall
constitute a quorum for the transaction of business.  Except as otherwise
required by law, the vote of a majority of the directors present at any meeting
at which a quorum is present shall be the act of the board of directors.
[Section 141(b).]

     SECTION 2.07. ADJOURNMENT. A majority of the directors present, whether or
                   ------------                                                
not a quorum is present, may adjourn any meeting of the board of directors to
another time or place.  No notice need be given of any adjourned meeting unless
the time and place of the adjourned meeting are not announced at the time of
adjournment, in which case notice conforming to the requirements of Section 2.05
of these Bylaws shall be given to each director.

                                       10
<PAGE>
 
     SECTION 2.08.  ACTION WITHOUT A MEETING.  Any action required or permitted
                    ------------------------                                   
to be taken at any meeting of the board of directors may be taken without a
meeting if all members of the board of directors consent thereto in writing, and
such writing or writings are filed with the minutes of proceedings of the board
of directors.  [Section 141(f).]

     SECTION 2.09. REGULATIONS; MANNER OF ACTING. To the extent consistent with
                   ------------------------------                              
applicable law, the Certificate of Incorporation and these Bylaws, the board of
directors may adopt such rules and regulations for the conduct of meetings of
the board of directors and for the management of the property, affairs and
business of the Corporation as the board of directors may deem appropriate.  The
directors shall act only as a board, and the individual directors shall have no
power as such.

     SECTION 2.10. ACTION BY TELEPHONIC COMMUNICATIONS. Members of the board of
                   ------------------------------------                        
directors may participate in a meeting of the board of directors by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and participation in a
meeting pursuant to this provision shall constitute presence in person at such
meeting. [Section 141(i).]

     SECTION  2.11. RESIGNATIONS.   Any director may resign at any time by
                    -------------                                         
delivering a written notice of resignation, signed by such director, to the
Chairman or the Secretary. Unless otherwise specified therein, such resignation
shall take effect upon delivery. [Section 141(b).]

     SECTION  2.12.  REMOVAL OF DIRECTORS.  Any director may  be removed at any
                     ---------------------                                     
time, either for or without cause, upon the affirmative vote of the holders of a
majority of the outstanding shares of stock of the Corporation entitled to vote
for the election of such director, given at a special meeting of stockholders
called for the purpose or by consent as contemplated by Section 1.10 of these
Bylaws.  Any vacancy in the board of directors caused by any such removal may be
filled at such meeting or by such consent by the stockholders entitled to vote
for the election of the director so removed.  If such stockholders do not fill
such vacancy at such meeting (or in the written instrument effecting such
removal, if such removal was effected by consent without a meeting), such
vacancy may be filled in the manner provided in Section 2.13 of these  Bylaws.
[Section 141(b).]

     SECTION 2.13. VACANCIES AND NEWLY CREATED DIRECTORSHIPS. If any vacancies
                   ------------------------------------------                 
shall occur in the board of directors, by reason of death, resignation, removal
or otherwise, or if the authorized number of directors shall be increased, the
directors then in office shall continue to act.    Such vacancies and newly
created directorships may only be filled by a majority of the directors then in
office, although less than a quorum.  [Section 223.]

     SECTION 2.14. COMPENSATION. The amount, if any, which each Director shall
                   -------------                                              
be entitled to receive as compensation for his services as such shall be fixed
from time to time by resolution of the board of directors. [Section 141(h).]

                                       11
<PAGE>
 
     SECTION 2.15.  RELIANCE UPON BOOKS, REPORTS AND RECORDS.    Each director,
                    ----------------------------------------                   
each member of a committee designated by the board of directors, and each
officer of the Corporation shall, in the performance of his or her duties, be
fully protected in relying in good faith upon the records of the Corporation and
upon such information, opinions, reports or statements presented to the
Corporation by any of the Corporation's officers or employees, or committees or
the board of directors, or by any other person as to matters the directors,
committee member or officer believes are within such other person's professional
or expert competence and who has been selected with reasonable care by or on
behalf of the Corporation.  [Section 141(e).]


                                  ARTICLE III
                                  -----------

                   EXECUTIVE COMMITTEE AND OTHER  COMMITTEES
                   -----------------------------------------

     SECTION 3.01. HOW CONSTITUTED. The board of directors may, by resolution
                   ----------------                                          
adopted by a majority of the whole board, designate one or more Committees,
including an Executive Committee, an Audit and Finance Committee and a
Compensation, Benefits and Organization Committee, each such Committee to
consist of such number of directors as from time to time may be fixed by the
board of directors. The board of directors may designate one or more directors
as alternate members of any such Committee, who may replace any absent or
disqualified member or members at any meeting of such Committee.  Thereafter,
members (and alternate members, if any) of each such Committee may be designated
at the annual meeting of the board of directors.  Any such Committee may be
abolished or re-designated from time to time by the board of directors. Each
member (and each alternate member) of any such Committee (whether designated at
an annual meeting of the board of directors or to fill a vacancy or otherwise)
shall hold office until his successor shall have been designated or until he
shall cease to be a director, or until his earlier death, resignation or
removal.  The Executive Committee, the Audit and Finance Committee and the
Compensation, Benefits and Organization Committee shall have, and any such other
Committee may be granted by the board of directors, power to authorize the seal
of the Corporation to be affixed to any or all papers which may require it.
[Section 141(c).]

     SECTION 3.02.  POWERS.
                    -------

     SECTION 3.02.1  EXECUTIVE COMMITTEE.  During the intervals between the
                     --------------------                                  
meetings of the board of directors, the Executive Committee, except as otherwise
provided in this Section 3.02.1, shall have and may exercise all the powers and
authority of the board of directors in the management of the property, affairs
and business of the Corporation, including the power to declare dividends, to
authorize the issuance of stock and to adopt a certificate of ownership and
merger. Each such other Committee, except as otherwise

                                       12
<PAGE>
 
provided in this Section 3.02.1, shall have and may exercise such powers of the
board of directors as may be provided in these Bylaws or by resolution or
resolutions of the board of directors. Neither the Executive Committee nor any
such other Committee shall have the power or authority:

      (a) to amend the Certificate of Incorporation (except to the extent
          permitted by the Delaware General Corporation Law),

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

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

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

      (e) to amend these Bylaws.


     SECTION 3.02.2.  AUDIT AND FINANCE COMMITTEE.  The Audit and Finance
                      ----------------------------                       
Committee shall have and may exercise the power to review and approve the scope
and results of the Corporation's outside audit, and the fees therefor, review,
consider and act upon all matters concerning auditing and accounting matters and
the selection of outside auditors.  Except for the powers otherwise assigned to
the Executive Committee or the Compensation, Benefits and Organization
Committee, or as otherwise provided by the Board of Directors of the
Corporation, the Audit and Finance Committee shall have and may exercise the
powers, authority and responsibilities of the Board of Directors for the
determination of the financial policies of the Corporation and the management of
the financial affairs of the Corporation.

     SECTION 3.02.3. COMPENSATION, BENEFITS AND ORGANIZATION COMMITTEE. The
                     -------------------------------------------------     
Compensation, Benefits and Organization Committee shall have and may exercise
the power to review, consider and act upon matters of salary and other
compensation and benefits of all officers and other employees of the
Corporation, as well as act upon all matters concerning benefits and retirement
or pension plans, and exercise such authority as is delegated to it under the
provisions of any benefit, retirement or pension plan.  The Compensation,
Benefits and Organization Committee shall also have the power and authority to
review  and make recommendations to the Board of Directors concerning matters of
officer and other executive development and succession, and the recruitment and
recommendation for nomination of candidates for director of the Corporation.

     SECTION 3.03.  PROCEEDINGS. Each such Committee may fix its own rules of
                    ------------                                             
procedure and may meet at such place (within or without the State of Delaware),
at such time and upon such notice, if any, as it shall determine from time to
time.  Each such

                                       13
<PAGE>
 
Committee shall keep minutes of its proceedings and shall report such
proceedings to the board of directors at the meeting of the board of directors
next following any such proceedings.

     SECTION 3.04.  QUORUM AND MANNER OF ACTING. Except as may be otherwise
                    ----------------------------                           
provided in the resolution creating such Committee, at all meetings of any
Committee the presence of members (or alternate members) constituting a majority
of the total authorized membership of such Committee shall constitute a quorum
for the transaction of business.  The act of the majority of the members present
at any meeting at which a quorum is present shall be the act of such Committee.
Any action required or permitted to be taken at any meeting of any such
Committee may be taken without a meeting, if all members of such Committee shall
consent to such action in writing and such writing or writings are filed with
the minutes of the proceedings of the Committee. The members of any such
Committee shall act only as a Committee, and the individual members of such
Committee shall have no power as such. [ Section 141(c).]

     SECTION 3.05. ACTION BY TELEPHONIC COMMUNICATIONS.  Members of any
                   ------------------------------------                
Committee designated by the board of directors may participate in a meeting of
such Committee by means of conference telephone or similar communications
equipment by means of which all persons participating in  the meeting can hear
each other, and participation in a meeting pursuant to this provision shall
constitute presence in person at such meeting.  [Section 141(i).]

     SECTION 3.06.  ABSENT OR DISQUALIFIED MEMBERS.   In the absence or
                    -------------------------------                    
disqualification of a member of any Committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint another member of the board of
directors to act at the meeting in the place of any such absent or disqualified
member.  [Section 141(c).]

     SECTION 3.07.  RESIGNATIONS.  Any member (and any alternate member) of any
                    -------------                                              
Committee may resign at any time by delivering a written notice of resignation,
signed by such member, to the Chairman or the Secretary.  Unless otherwise
specified therein, such resignation shall take effect upon delivery. [Section
141(b).]

     SECTION 3.08.  REMOVAL.  Any member (and any alternate member) of any
                    --------                                              
Committee may be removed at any time, either for or without cause, by resolution
adopted by majority of the whole board of directors.

     SECTION 3.09. VACANCIES. If any vacancy shall occur in any Committee, by
                   ----------                                                
reason of disqualification, death, resignation, removal or otherwise, the
remaining members (and any alternate members) shall continue to act, and any
such vacancy may be filled by the board of directors.

                                       14
<PAGE>
 
                                   ARTICLE IV
                                   ----------

                                    OFFICERS
                                    --------

     SECTION 4.01.  NUMBER.  The officers of the Corporation shall be chosen by
                    -------                                                    
the board of directors and shall be a Chairman, a President, one or more Vice
Presidents and a Secretary.  The board of directors also may elect a Chief
Financial Officer, a Treasurer and one or more Assistant Secretaries and
Assistant Treasurers in such numbers as the board of directors may determine.
Any number of offices may be held by the same person.  No officer need be a
director of the Corporation. [Section 142(a), (b).]

     SECTION 4.02.  ELECTION. Unless otherwise determined by the board of
                    ---------                                             
directors, the officers of the Corporation shall be elected by the board of
directors at the annual meeting of the board of directors, and shall be elected
to hold office until the next succeeding annual meeting of the board of
directors.  In the event of the failure to elect officers at such annual
meeting, officers may be elected at any regular or special meeting of the board
of directors.  Each officer shall hold office until his successor has been
elected and qualified, or until his earlier death, resignation or removal.
[Section 142(b).]

     SECTION 4.03.  SALARIES.  The salaries of all officers and agents of the
                    ---------                                                
Corporation shall be fixed by the Compensation, Benefits and Organization
Committee or, in the absence of such a Committee, by the board of directors.

     SECTION 4.04.  REMOVAL AND RESIGNATION; VACANCIES.  Any officer may be
                    -----------------------------------                    
removed for or without cause at any time by the board of directors. Any officer
may resign at any time by delivering a written notice of resignation, signed by
such officer, to the board of directors, the Chairman or the Secretary. Unless
otherwise specified therein, such resignation shall take effect upon delivery.
Any vacancy occurring in any office of the Corporation by death, resignation,
removal or otherwise, shall be filled by the board of directors. [Section
142(b), (e).]
 
     SECTION 4.05. AUTHORITY AND DUTIES OF OFFICERS. The officers of the
                   ---------------------------------                    
Corporation shall have such authority and shall exercise such powers and perform
such duties as may be specified in these Bylaws, except that in any event each
officer shall exercise such powers and perform such duties as may be required by
law. [Section 142(a).]

     SECTION 4.06. THE CHAIRMAN. The Chairman shall preside at all meetings of
                   -------------                                              
the stockholders and shall preside at all meetings of the directors at which he
is present and shall see that all orders and resolutions of the board of
directors are carried into effect.  He shall have the authority to sign, in the
name and on behalf of the Corporation, contracts and other documents and
instruments, and cause the employment or appointment of such employees and
agents of the Corporation as are necessary or appropriate to discharge the
duties incident to the office of the Chairman.  The Chairman

                                       15
<PAGE>
 
shall have such other powers and perform such other duties as are provided in
these Bylaws and in addition thereto, as the Board of Directors may from time to
time determine.

         SECTION 4.07. THE PRESIDENT. The President shall be the chief executive
                       -------------                                            
officer of the Corporation, and, shall have general control and supervision of
the policies and operations of the Corporation and shall see that all orders and
resolutions of the board of directors are carried into effect. He shall manage
and administer the Corporation's business and affairs and shall perform all
duties and exercise all powers usually pertaining to the office of a chief
executive officer of a corporation.  The President shall have the authority to
(a) sign, in the name and on behalf of the Corporation, checks, orders,
contracts, leases, notes, drafts and other documents and instruments in
connection with the business of the Corporation, and, together with the
Secretary or an Assistant Secretary, conveyances of real estate and other
documents and instruments to which the seal of the Corporation is affixed; (b)
cause the employment or appointment of such employees and agents of the
Corporation as the conduct of the business of the Corporation may require and to
fix their compensation; and (c) remove or suspend any employee or agent who
shall not have been elected or appointed by the Chairman or the board of
directors.  The President shall perform such other duties and have such other
powers as the board of directors may from time to time prescribe.

         SECTION 4.08. THE VICE PRESIDENTS. The several Vice Presidents shall
                       --------------------                                  
perform such duties and exercise such powers as may be assigned to them from
time to time by the President.  In the absence of the President, his duties
shall be performed and his powers may be exercised by such Vice President as
shall be designated by the President or failing such designation, such duties
shall be performed and such powers  may be exercised by the Vice Presidents in
the order of their earliest election to that office; subject in any case to
review and superseding action by the President.

         SECTION 4.09. THE SECRETARY.  The Secretary shall have the following
                       --------------                                        
powers and duties:

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

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

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

                                       16
<PAGE>
 
     (d)  He shall be the custodian of the records and of the seal of the
          Corporation and cause such seal (or a facsimile thereof) to be affixed
          to all certificates representing shares of the Corporation prior to
          the issuance thereof and to all instruments the execution of which on
          behalf of the Corporation under its seal shall have been duly
          authorized in accordance with these Bylaws, and when so affixed he may
          attest the same.

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

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

     (g)  He shall sign (unless the Treasurer, an Assistant Treasurer or an
          Assistant Secretary shall have signed) certificates representing
          shares of the Corporation the issuance of which shall have been
          authorized by the board of directors.

     (h)  He may, in lieu of the Chairman, preside at all meetings of the
          stockholders at which he is present.

     (i)  He shall perform, in general, all duties incident to the office of
          Secretary and such other duties as may be given to him by these Bylaws
          or as may be assigned to him from time to time by the board of
          directors, the Chairman or the President.

      SECTION 4.10.  THE CHIEF FINANCIAL OFFICER.  The Chief Financial Officer
                     ---------------------------
shall be the chief financial officer of the Corporation and, subject to the
control of the President, shall have general management over the finances and
financial records and financial reporting systems of the Corporation.  He shall
render to the board of directors, the Chairman or the President, whenever
requested, a statement of the financial condition of the Corporation and render
a full financial report at the annual meeting of the stockholders, if called
upon to do so.  He shall be empowered from time to time to require from all
officers or agents of the Corporation reports or statements giving such
information as he may desire with respect to any and all financial transactions
of the Corporation.  He shall perform, in general, all duties incident to the
office of chief financial

                                       17
<PAGE>
 
officer and such other duties as may be given to him by these Bylaws or as may
be assigned to him from time to time by the board of directors or the President.

     SECTION  4.11.  THE TREASURER. The Treasurer shall have the following
                     --------------                                       
powers and duties:

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

     (b)  He shall cause the moneys and other valuables of the Corporation to be
          deposited in the name and to the credit of the Corporation in such
          banks or trust companies or with such bankers or other depositories as
          shall be selected in accordance with section 8.05 of these Bylaws.

     (c)  He shall cause the moneys of the Corporation to be disbursed by checks
          or drafts (signed as provided in Section 8.06 of these Bylaws) upon
          the authorized depositories of the Corporation and cause to be taken
          and preserved proper vouchers for all moneys disbursed.

     (d)  He may sign (unless an Assistant Treasurer or the Secretary or an
          Assistant Secretary shall have signed) certificates representing stock
          of the Corporation the issuance of which shall have been authorized by
          the board of directors.

     (e)  He shall perform, in general, all duties incident to the office of
          Treasurer and such other duties as may be given to him by these Bylaws
          or as may be assigned to him from time to time by the board of
          directors or the President.

     SECTION 4.12. ADDITIONAL OFFICERS. The board of directors may appoint such
                   --------------------                                        
other officers and agents as it may deem appropriate, and such other officers
and agents shall hold their offices for such terms and shall exercise such
powers and perform such duties as may be determined from time to time by the
board of directors. The board of directors from time to time may delegate to any
officer or agent the power to appoint subordinate officers or agents and to
prescribe their respective rights, terms of office, authorities and duties. Any
such officer or agent may remove any such subordinate officer or agent appointed
by him for or without cause. [Section 142(a), (b).]

  SECTION 4.13.  SECURITY. The board of directors may require any officer, agent
                 ---------                                                      
or employee of the Corporation to provide security for the faithful performance
of his duties,

                                       18
<PAGE>
 
in such amount and of such character as may be determined from time to time by
the board of directors. [Section 142(c).]


                                   ARTICLE  V
                                   ----------

                                 CAPITAL STOCK
                                 -------------

     SECTION  5.01. CERTIFICATES OF STOCK.  Every holder of stock in the
                    ----------------------                              
Corporation shall be entitled to have a certificate signed by, or in the name
of, the Corporation by the Chairman, the President or a Vice President or by the
Secretary certifying the number of shares owned by him in the Corporation.  Such
certificate shall be in such form as the board of directors may determine, to
the extent consistent with applicable law, the Certificate of Incorporation and
these Bylaws. [Section 158.]

     SECTION  5.02. SIGNATURES; FACSIMILE. All of such signatures on the
                    ----------------------                              
certificate may be a facsimile, engraved or printed, to the extent permitted by
law. In case any officer, transfer agent or registrar who has signed, or whose
facsimile signature has been placed upon a certificate shall have ceased to be
such officer, transfer agent or registrar before such certificate is issued, it
may be issued by the Corporation with the same effect as if he were such
officer, transfer agent or registrar at the date of issue. [Section 158.]

     SECTION  5.03. LOST, STOLEN OR DESTROYED CERTIFICATES.  The board of
                    ---------------------------------------              
directors may direct that a new certificate be issued in place of any
certificate previously issued by the Corporation alleged to have been lost,
stolen or destroyed, upon delivery to the board of directors of an affidavit of
the owner or owners of such certificate, setting forth such allegation.  The
board of directors may require the owner of such lost, stolen or destroyed
certificate, or his legal representative, to give the Corporation a bond
sufficient to indemnify it against any claim that may be made against it on
account of the alleged loss, theft or destruction of any such certificate or the
issuance of any such new certificate.  [Section 167.]

     SECTION  5.04. TRANSFER OF STOCK.  Upon surrender to the Corporation or the
                    ------------------                                          
transfer agent of the Corporation of a certificate for shares, duly endorsed or
accompanied by appropriate evidence of succession, assignment or authority to
transfer, the Corporation shall issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
Subject to the provisions of the Certificate of Incorporation and these Bylaws,
the board of directors may prescribe such additional rules and regulations as it
may deem appropriate relating to the issue, transfer and registration of shares
of the Corporation.

                                       19
<PAGE>
 
     SECTION 5.05.  RECORD DATE.  In order to determine the stockholders
                    ------------                                        
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or entitled to 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 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 other action.  A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
                                                            --------  ------- 
that the board of directors may fix a new record date for the adjourned meeting.
[Section 213 (a), (c).]

     SECTION 5.06.  REGISTERED STOCKHOLDERS. Prior to due surrender of a
                    ------------------------                            
certificate for registration of transfer, the Corporation may treat the
registered owner as the person exclusively entitled to receive dividends and
other distributions, to vote, to receive notice and otherwise to exercise all
the rights and powers of the owner of the shares represented by such
certificate, and the Corporation shall not be bound to recognize any equitable
or legal claim to or interest in such shares on the part of any other person,
whether or not the Corporation shall have notice of such claim or interests.
Whenever any transfer of shares shall be made for collateral security, and not
absolutely, it shall be so expressed in the entry of the transfer if, when the
certificates are presented to the Corporation for transfer, both the transferor
and transferee request the Corporation to do so. [Section 159.]

     SECTION 5.07.  TRANSFER AGENT AND REGISTRAR. The board of directors may
                    -----------------------------                           
appoint one or more transfer agents and one or more registrars, and may require
all certificates representing shares to bear the signature of any such transfer
agents or registrars.

                                   ARTICLE VI
                                   ----------

                                INDEMNIFICATION
                                ---------------

     SECTION 6.01.  NATURE OF INDEMNITY.  The Corporation shall indemnify any
                    --------------------                                     
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether  civil,
criminal, administrative or investigative, by reason of the fact that he is or
was or has agreed to become a director or officer of the Corporation, or is or
was serving or has agreed to serve at the request of the Corporation as a
director or officer, of another corporation, partnership,  joint  venture, trust
or other enterprise, or by reason of any action alleged to have been taken or
omitted  in such capacity, and may indemnify any person who was or is a party or
is threatened to be made a party to such an action, suit or proceeding by reason
of the fact that he is or was or has agreed to become an employee or agent of
the Corporation, or is or was serving or has agreed to serve at the request of
the Corporation as an employee or agent

                                       20
<PAGE>
 
of another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him or on his behalf in
connection with such action, suit or proceeding and any appeal therefrom, if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding had no reasonable cause to believe his conduct was
unlawful; except that in the case of an action or suit by or in the right of the
Corporation to procure a judgment in its favor (1) such indemnification shall be
                                                -
limited to expenses (including attorneys' fees) actually and reasonably incurred
by such person in the defense or settlement of such action or suit, and (2) no
                                                                         -
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the Corporation
unless and only to the extent that the Delaware Court of Chancery or the court
in which such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Delaware Court of Chancery or such other court shall deem
proper.

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

     SECTION 6.02.  SUCCESSFUL DEFENSE.  To the extent that a director, officer,
                    -------------------                                         
employee or agent of the Corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in Section
6.01 of these Bylaws or in defense of any claim, issue or matter therein, he
shall be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.

     SECTION 6.03.  DETERMINATION THAT INDEMNIFICATION IS PROPER. Any
                    ---------------------------------------------    
indemnification of a director or officer of the Corporation under Section 6.01
of these Bylaws (unless ordered by a court) shall be made by the Corporation
unless a determination is made that indemnification of the director or officer
is not proper in the circumstances because he has not met the applicable
standard of conduct set forth in Section 6.01 of these Bylaws.  Any
indemnification of an employee or agent of the Corporation under Section 6.01 of
these Bylaws (unless ordered by a court) may be made by the Corporation upon a
determination that indemnification of the employee or agent is proper in the
circumstances because he has met the applicable standard of conduct set forth in
Section 6.01 of these Bylaws. Any such determination shall be made (1) by the
                                                                    -        
board of directors by a majority vote of a quorum consisting of directors who
were not parties to such action, suit or proceeding, or (2) if such a quorum is
                                                         -                     
not obtainable, or,

                                       21
<PAGE>
 
even if obtainable a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, or (3) by the stockholders.
                                                    -

     SECTION  6.04. ADVANCE PAYMENT OF EXPENSES.  Expenses incurred by a
                    ----------------------------                        
director or officer 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 upon receipt of an undertaking by or on behalf of the
director or officer to repay such amount if it shall ultimately be determined
that he is not entitled to be indemnified by the Corporation as authorized in
this Article. Such expenses incurred by other employees and agents may be so
paid upon such terms and conditions, if any, as the board of directors deems
appropriate. The board of directors may authorize the Corporation's counsel to
represent such director, officer, employee or agent in any action, suit or
proceeding, whether or not the Corporation is a party to such action, suit or
proceeding.

     SECTION 6.05. PROCEDURE FOR INDEMNIFICATION OF DIRECTORS AND OFFICERS. Any
                   --------------------------------------------------------    
indemnification of a director or officer of the Corporation under Sections 6.01
and 6.02 of these Bylaws, or advance of costs, charges and expenses to a
director or officer under Section 6.04 of these Bylaws, shall be made promptly,
and in any event within 30 days, upon the written request of the director or
officer.  If a determination by the Corporation that the director or officer is
entitled to indemnification pursuant to this Article is required, and the
Corporation fails to respond within 60 days to a written request for indemnity,
the Corporation shall be deemed to have approved such request.  If the
Corporation denies a written request for indemnity or advancement of expenses,
in whole or in part, or if payment in full pursuant to such request is not made
within 30 days, the right to indemnification or advances as granted by this
Article shall be enforceable by the director or officer in any court of
competent jurisdiction. Such person's costs and expenses incurred in connection
with successfully establishing his right to indemnification, in whole or in
part, in any such action shall also be indemnified by the Corporation. It shall
be a defense to any such action (other than an action brought to enforce a claim
for the advance of costs, charges and expenses under Section 6.04 of these
Bylaws where the required undertaking, if any, has been received by the
Corporation) that the claimant has not met the standard of conduct set forth in
Section 6.01 of these Bylaws, but the burden of proving such defense shall be on
the Corporation. Neither the failure of the Corporation (including its board of
directors, its independent  legal counsel, and its stockholders) to have made a
determination prior to the commencement of such action that indemnification of
the claimant is proper in the circumstances because he has met the applicable
standard of conduct set forth in Section 6.01 of these Bylaws, nor the fact that
there has been an actual determination by the Corporation (including its board
of directors, its independent legal counsel, and its stockholders) that the
claimant has not met such applicable standard of conduct, shall be a defense to
the action or create a presumption that the claimant has not met the applicable
standard of conduct.

                                       22
<PAGE>
 
     SECTION 6.06. SURVIVAL; PRESERVATION OF OTHER RIGHTS.  The foregoing
                   ---------------------------------------               
indemnification provisions shall be deemed to be a contract between the
Corporation and each director, officer, employee and agent who serves in any
such capacity at any time while these provisions as well as the relevant
provisions of the Delaware Corporation Law are in effect and any repeal or
modification thereof shall not affect any right or obligation then existing with
respect to any state of facts then or previously existing or any action, suit,
or proceeding previously or thereafter brought or threatened based in whole or
in part upon any such state of facts. Such a "contract right" may not be
modified retroactively without the consent of such director, officer, employee
or agent.

     The indemnification provided by this Article shall not be deemed exclusive
of any other rights to which those indemnified may be entitled under any bylaw,
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.

     SECTION 6.07. INSURANCE.  The Corporation shall purchase and maintain
                   ----------                                             
insurance on behalf of any person who is or was or has agreed to become a
director or officer of the Corporation, or is or was serving at the request of
the Corporation as a director or officer of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
him and incurred by him or on his behalf in any such capacity, or arising out of
his status as such, whether or not the Corporation would have the power to
indemnify him against such liability under the provisions of this Article;
provided, that such insurance is available on acceptable terms, which
--------                                                             
determination shall be made by a vote of a majority of the entire board of
directors.

     SECTION 6.08.   SEVERABILITY. 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 and may
indemnify each employee or agent of the Corporation as to costs, charges and
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement with respect to any action, suit or proceeding, whether civil,
criminal, administrative or investigative, including an action by or in the
right of the Corporation,  to the fullest extent permitted by any applicable
portion of this Article that shall not have been invalidated and to the fullest
extent permitted by applicable law.

     SECTION 6.09.   DEFINITION.  For purposes of this Article, the term
                     -----------                                        
"Corporation" shall include constituent corporations referred to in Subsection
(h) of Section 145 of the General Corporation Law of the State of Delaware (or
any similar provision of applicable law at the time in effect).

                                       23
<PAGE>
 
                                  ARTICLE VII
                                  -----------

                                    OFFICES
                                    -------

     SECTION 7.01.  REGISTERED OFFICE. The registered office of the Corporation
                    ------------------                                         
in the State of Delaware shall be located at 30 The Green in the City of Dover,
County of Kent.

     SECTION 7.02.  OTHER OFFICES. The Corporation may maintain offices or
                    --------------                                        
places of business at such other locations within or without the State of
Delaware as the board of directors may from time to time determine or as the
business of the Corporation may require.

                                  ARTICLE VIII
                                  ------------

                               GENERAL PROVISIONS
                               ------------------

     SECTION 8.01.   DIVIDENDS. Subject to any applicable provisions of law and
                     ----------                                                
the Certificate of Incorporation, dividends upon the shares of the Corporation
may be declared by the board of directors at any regular or special meeting of
the board of directors and any such dividend may be paid in cash, property, or
shares of the Corporation.  [Section 173.]

     SECTION 8.02.  RESERVES. There may be set aside out of any funds of the
                    ---------                                               
Corporation available for dividends such sum or sums as the board of directors
from time to time, in its absolute discretion, thinks proper as a reserve or
reserves to meet contingencies, or for equalizing dividends, or for repairing or
maintaining any property of the Corporation or for such other purpose as the
board of directors shall think conducive to the interest of the Corporation, and
the board of directors may similarly modify or abolish any such reserve.
[Section 171.]

     SECTION 8.03.   EXECUTION OF INSTRUMENTS. The Chairman, the President, any
                     -------------------------                                 
Vice President or the Secretary may enter into any contract or execute and
deliver any instrument in the name and on behalf of the Corporation. The board
of directors, the Chairman or the President may authorize any other officer or
agent to enter into any contract or execute and deliver any instrument in the
name and on behalf of the Corporation. Any such authorization may be general or
limited to specific contracts or instruments.

     SECTION 8.04. CORPORATE INDEBTEDNESS.   No loan shall be contracted on
                   -----------------------                                 
behalf of the Corporation, and no evidence of indebtedness shall be issued in
its name, unless authorized by the board of directors, the Chairman, the
President, the Chief Financial

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

     SECTION 8.05.  DEPOSITS. Any funds of the Corporation may be deposited from
                    --------                                                    
time to time in such banks, trust companies or other depositories as may be
determined by the board of directors, the Chairman, the President, the Chief
Financial Officer or the Treasurer, or by such officers or agents as may be
authorized by the board of directors or the President to make such
determination.

     SECTION 8.06. CHECKS. All checks or demands for money and notes of the
                   ------                                                  
Corporation shall be signed by such officer or officers or such agent or agents
of the Corporation, and in such manner, as the board of directors or the
President from time to time may determine.

     SECTION 8.07. SALE, TRANSFER, ETC. OF SECURITIES. To the extent authorized
                   -----------------------------------                         
by the board of directors or the Chairman, the President, any Vice President or
the Secretary or any other officers designated by the board of directors, or the
President may sell, transfer, endorse, and assign any shares of stock, bonds or
other securities owned by or held in the name of the Corporation, and may make,
execute and deliver in the name of the Corporation, under its corporate seal,
any instruments that may be appropriate to effect any such sale, transfer,
endorsement or assignment.

     SECTION 8.08.   VOTING AS STOCKHOLDER.  Unless otherwise determined by
                     ----------------------                                
resolution of the board of directors, the Chairman, the President, any Vice
President or the Secretary shall have full power and authority on behalf of the
Corporation to attend any meeting of stockholders of any corporation in which
the Corporation may hold stock, and to act, vote (or execute proxies to vote)
and exercise in person or by proxy all other rights, powers and privileges
incident to the ownership of such stock. Such officers acting on behalf of the
Corporation shall have full power and authority to execute any instrument
expressing consent to or dissent from any action of any such corporation without
a meeting.  The board of directors  may  by resolution from time to time confer
such power and authority upon any other person or persons.

                                       25
<PAGE>
 
     SECTION 8.09.   FISCAL YEAR.  The fiscal year of  the Corporation shall
                     ------------                                           
commence on the first day of January of each  year (except for the Corporation's
first fiscal year which shall commence on the date of incorporation) and shall
terminate in each case on December 31.

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

     SECTION 8.11. BOOKS AND RECORDS; INSPECTION.   Except to the extent
                   ------------------------------                       
otherwise required by law, the books and records of the Corporation shall be
kept at such place or places within or without the State of Delaware as may be
determined from time to time by the board of directors.


                                  ARTICLE IX
                                  ----------

                              AMENDMENT OF BYLAWS
                              -------------------

     In furtherance and not in limitation of the powers conferred upon it by
law, the board of directors is expressly authorized to adopt, repeal, alter or
amend the Bylaws of the Corporation by the vote of a majority of the entire
board of directors.  Bylaws adopted, repealed, altered or amended by the board
of directors may be altered, amended or repealed, and new Bylaws may be adopted,
by the affirmative vote of a majority of the shares, represented in person or by
proxy and entitled to vote on such matter, at any annual or special meeting of
the stockholders at which a quorum is present.  Any proposal to adopt, repeal,
alter or amend any Bylaw at an annual meeting of the stockholders must be
properly brought before such meeting as provided in Section 1.01.2 of these
Bylaws, and any proposal to adopt, repeal, alter or amend any Bylaw at a special
meeting of the stockholders must be set forth in the notice thereof.  [Section
109(a).]


                                    *  *  *

                                       26