<PAGE>
 
                                                                Exhibit 3-3

                                       
                    ROCHESTER GAS AND ELECTRIC CORPORATION

                                    BYLAWS



                                   ARTICLE I
                                   ---------

                                 SHAREHOLDERS
                                 ------------


          Section 1.1 Annual Meeting  An annual meeting of shareholders for the
          --------------------------                                           
election of directors and the transaction of other business shall be held on
such date and at such time as may be fixed by the Board of Directors not less
than ten days prior thereto.

          Section 1.2 Special Meetings  Special meetings of the shareholders may
          ----------------------------                                          
be called by the Chairman of the Board of Directors or by the President, and
shall be called by the Chairman of the Board or by the Secretary at the request
in writing of a majority of the Board of Directors.  Such meetings shall be held
at such time as may be fixed in the call and stated in the notice of meeting.
Any such written request shall state the purpose or purposes of the proposed
meeting.

          Section 1.3 Place of Meetings  Meetings of shareholders shall be held
          -----------------------------                                        
at such place, within or without the State of New York, as may be fixed in the
notice of meeting.  Unless otherwise provided by action of the Board of
Directors, all meetings of shareholders shall be held at the principal office of
the Corporation in Rochester, New York.

          Section 1.4 Notice of Meetings  Notice of each meeting of shareholders
          ------------------------------                                        
shall be in writing and shall state the place, date and hour of the meeting and
the purpose or purposes for which the meeting is called.  The notice of a
special meeting shall also state that it is being issued by or at the direction
of the person or persons calling the meeting.

          A copy of the notice of any meeting shall be given, personally or by
mail, not less than ten or more than sixty days before the date of the meeting,
to each shareholder entitled to vote at such meeting.  If mailed, such notice is
given when deposited in the United States mail, with postage prepaid, directed
to the shareholder at his address as it appears on the record of shareholders,
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.
<PAGE>
 
          When a meeting is adjourned to another time or place, it shall not be
necessary to give any 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 any business may be
transacted that might have been transacted on the original date of the meeting.
However, 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 to
each shareholder of record on the new record date entitled to notice under the
preceding paragraphs of this Section 1.4.

          Section 1.5 Inspectors of Election  The Board of Directors, in advance
          ----------------------------------                                    
of any shareholders' meeting, may appoint one or more inspectors to act at the
meeting or any adjournment thereof.  If inspectors are not so appointed, the
person presiding at a shareholders' meeting may, and on the request of any
shareholder entitled to vote thereat shall, appoint two inspectors.  In case any
person appointed fails to appear or act, the vacancy may be filled by
appointment made by the Board in advance of the meeting or at the meeting by the
person presiding thereat.  Each inspector, before entering upon the discharge of
his duties, shall take and sign an oath faithfully to execute the duties of
inspector at such meeting with strict impartiality and according to the best of
his ability.

          The inspectors shall determine the number of shares outstanding and
the voting power of each, the shares represented at the meeting, the existence
of a quorum, and the validity and effect of proxies, and shall receive votes,
ballots or consents, hear and determine all challenges and questions arising in
connection with the right to vote, count and tabulate all votes, ballots or
consents, determine the result, and do such acts as are proper to conduct the
election or vote with fairness to all shareholders.  On request of the person
presiding at the meeting or any shareholder entitled to vote thereat, the
inspectors shall make a report in writing of any challenge, question or matter
determined by them and execute a certificate of any fact found by them.  Any
report or certificate made by them shall be prima facie evidence of the facts
                                            -----------                      
stated and of the vote as certified by them.

          Section 1.6 List of Shareholders at Meetings  A list of shareholders
          --------------------------------------------                        
as of the record date, certified by the Secretary or any Assistant Secretary or
by a transfer agent, shall be produced at any meeting of shareholders upon the
request thereat or prior thereto of any shareholder.  If the right to vote at
any meeting is challenged, the inspectors of election, or person presiding
thereat, shall require such list of shareholders to be produced

                                       2
<PAGE>
 
as evidence of the right of the persons challenged to vote at such meeting, and
all persons who appear from such list to be shareholders entitled to vote
thereat may vote at such meeting.

          Section 1.7 Qualification of Voters  Each shareholder of record of
          -----------------------------------                               
Common Stock of the Corporation shall be entitled at each meeting of
shareholders to one vote for each share of Common Stock standing in his name on
the record of shareholders at the record date.

          Section 1.8 Quorum of Shareholders  The holders of a majority of the
          ----------------------------------                                  
shares entitled to vote thereat shall constitute a quorum at a meeting of
shareholders for the transaction of any business.

          When a quorum is once present to organize a meeting, it is not broken
by the subsequent withdrawal of any shareholders.

          The shareholders present, in person or by proxy, and entitled to vote
may, by a majority of votes cast, adjourn the meeting despite the absence of a
quorum.

          Section 1.9 Vote of Shareholders  Directors shall, except as otherwise
          --------------------------------                                      
required by law, be elected by a plurality of the votes cast at a meeting of
shareholders by the holder of shares entitled to vote in the election.

          Whenever any corporate action, other than the election of directors,
is to be taken by vote of the shareholders, it shall, except as otherwise
required by law, be authorized by a majority of the votes cast at a meeting of
shareholders by the holders of shares entitled to vote thereon.

          Section 1.10 Proxies  Each shareholder entitled to vote at a meeting
          --------------------                                                
of shareholders or to express consent or dissent without a meeting may authorize
another person or persons to act for him by proxy.

          Each proxy must be signed by the shareholder or his attorney-in-fact.
No proxy shall be valid after the expiration of eleven months from the date
thereof unless otherwise provided in the proxy.  Each proxy shall be revocable
at the pleasure of the shareholder executing it, except as otherwise provided by
law.

          The authority of the holder of a proxy to act shall not be revoked by
the incompetence or death of the shareholder who executed the proxy unless,
before the authority is exercised, written notice of an adjudication of such
incompetence or of such

                                       3
<PAGE>
 
death is received by the Secretary or any Assistant Secretary.

          Section 1.11 Fixing Record Date  For the purpose of determining the
          -------------------------------                                    
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, or to express consent to or dissent from any proposal
without a meeting, or for the purpose of determining shareholders entitled to
receive payment of any dividend or the allotment of any rights, or for the
purpose of any other action, the Board of Directors may fix, in advance, a date
as the record date for any such determination of shareholders.  Such date shall
not be more than sixty or less than ten days before the date of such meeting,
nor more than sixty days prior to any other action.

          When a determination of shareholders of record entitled to notice of
or to vote at any meeting of shareholders has been made as provided in this
section, such determination shall apply to any adjournment thereof, unless the
Board of Directors fixes a new record date for the adjourned meeting.



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

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


          Section 2.1 Power of Board and Qualification of Directors  The
          ---------------------------------------------------------     
business of the Corporation shall be managed by the Board of Directors, each of
whom shall be at least twenty-one years of age.

          Section 2.2 Number of Directors  The number of directors shall be
          -------------------------------                                  
fixed from time to time by the majority vote of the entire Board of Directors,
but in no event shall be less than nine (9) nor greater than eighteen (18)
directors.  No decrease in the number of directors shall shorten the term of any
incumbent director.  Any newly created directorships or any decrease in
directorships shall be so apportioned among the classes as to make all classes
as nearly equal in number as possible.  If the number of directors is increased
by the Board and any newly created directorships are filled by the Board,
additional directors in each class will serve until the next annual meeting of
shareholders and thereafter until their successors shall be elected and shall
qualify, which election shall be conducted in accordance with the provisions of
these Bylaws applicable to the election of the initial classified board.

                                       4
<PAGE>
 
          Section 2.3 Election and Term of Directors  Directors shall be elected
          ------------------------------------------                            
at each annual meeting of the shareholders, or, if no such election shall be
held, at a meeting called and held in accordance with the statutes of the State
of New York.  Each director shall be elected to hold office until the expiration
of the term for which he is elected, and thereafter until a successor shall be
elected and shall qualify.  The directors shall be divided, with respect to the
terms for which they severally hold office, into three classes, hereby
designated as Class I, Class II and Class III.  Each class shall have at least
three directors and the three classes shall be as nearly equal in number as
possible.  The initial terms of office of the Class I, Class II and Class III
directors, elected at the 1992 annual meeting of shareholders, shall expire at
the next succeeding annual meeting of shareholders, the second succeeding annual
meeting of shareholders and the third succeeding annual meeting of shareholders,
respectively.  At each annual meeting of shareholders after 1992, the successors
of the class of directors whose term expires at that meeting shall be elected to
hold office for a term expiring at the annual meeting of shareholders to be held
in the third year following the year of their election.  The foregoing
provisions shall not apply to directors elected by holders of Preferred Stock in
the event they become entitled to exercise their special rights to elect a
majority of the Board of Directors pursuant to Article VIII of the Restated
Certificate of Incorporation.  In such case, the remaining directors to be
elected by the holders of Common Stock shall be elected in the same manner as
the initial classified board.  After the termination of such special rights, the
election of directors by holders of Common Stock will be conducted in accordance
with the provisions applicable to the election of the initial classified board
set forth above.

          Section 2.4 Quorum of the Board; Action by the Board  One-third of the
          ----------------------------------------------------                  
entire Board of Directors shall constitute a quorum for the transaction of
business and, except as otherwise provided in these Bylaws, the vote of a
majority of the directors present at the time of such vote, if a quorum is then
present, shall be the act of the Board.

          Section 2.5 Meetings of the Board  An annual meeting of the Board of
          ---------------------------------                                   
Directors shall be held in each year directly after adjournment of the annual
shareholders' meeting.  Regular meetings of the Board may be held at such times
as may from time to time be fixed by resolution of the Board.  Special meetings
of the Board may be held at any time upon the call of the Chairman of the Board
of Directors, the President or any two directors.

          Meetings of the Board of Directors may be held at such

                                       5
<PAGE>
 
place, within or without the State of New York, as from time to time may be
fixed by resolution of the Board for annual and regular meetings and in the
notice of meeting for special meetings. If no place is so fixed, meetings of the
Board shall be held at the principal office of the Corporation in Rochester, New
York.

          No notice need be given of annual or regular meetings of the Board of
Directors.  Notice of each special meeting of the Board shall be given by oral,
telegraphic or written notice, duly given or sent or mailed to each director not
less than one day before such meetings.

          Notice of a meeting of the Board of Directors need not be given to any
director who submits a signed waiver of notice whether before or after the
meeting, or who attends the meeting without protesting, prior thereto or at its
commencement, the lack of notice to him.

          A notice, or waiver of notice, need not specify the purpose of any
meeting of the Board of Directors.

          A majority of the directors present, whether or not a quorum is
present, may adjourn any meeting to another time and place.  Notice of any
adjournment of a meeting to another time or place shall be given, in the manner
described above, to the directors who were not present at the time of the
adjournment and, unless such time and place are announced at the meeting, to the
other directors.

          Section 2.6 Resignations  Any director of the Corporation may resign
          ------------------------                                            
at any time by giving written notice to the Board of Directors or to the
Chairman of the Board of Directors or to the President or to the Secretary of
the Corporation.  Such resignation shall take effect at the time specified
therein; and unless otherwise specified therein the acceptance of such
resignation shall not be necessary to make it effective.

          Section 2.7 Removal of Directors  Any of the directors may be removed
          --------------------------------                                     
from office, for cause only, by action of the Board of Directors or by vote of
the shareholders.

          Section 2.8 Newly Created Directorships and Vacancies  Newly created
          -----------------------------------------------------               
directorships resulting from an increase in the number of directors and
vacancies occurring in the Board of Directors for any reason may be filled by
vote of a majority of the directors then in office, although less than a quorum
exists.  A director elected to fill a vacancy shall be elected to hold

                                       6
<PAGE>
 
office until the next annual meeting of the shareholders and thereafter until a
successor shall be elected and shall qualify.

          Section 2.9 Nominations  Except as otherwise provided under Article
          -----------------------                                            
VIII of the Restated Certificate of Incorporation relating to the rights of any
class or series of Preferred Stock to elect directors under specified
circumstances, nominations for the election of directors may be made by the
Board of Directors or a committee appointed by the Board of Directors or by any
shareholder entitled to vote in the election of directors generally.  However,
any shareholder entitled to vote in the election of directors generally may
nominate one or more persons for election as a director at a meeting only if
written notice of such shareholder's intent to make such nomination or
nominations has been given, either by personal delivery or by United States
mail, postage prepaid, to the Secretary of the Corporation not later than (i)
with respect to an election to be held at an annual meeting of shareholders,
ninety (90) days in advance of such meeting, and (ii) with respect to an
election to be held at a special meeting of shareholders for the election of
directors, the close of business on the tenth day following the date on which
notice of such meeting is first given to shareholders.  Each such notice shall
set forth:  (a) the name and address of the shareholder who intends to make the
nomination and of the person or persons to be nominated; (b) a representation
that the shareholder is a holder of record of stock of the Company entitled to
vote at such meeting and intends to appear in person or by proxy at the meeting
to nominate the person or persons specified in the notice; (c) a description of
all arrangements or understandings between the shareholder and each nominee and
any other person or persons (naming such person or persons) pursuant to which
the nomination or nominations are to be made by the shareholder; (d) such other
information regarding each nominee proposed by such shareholder as would be
required to be included in a proxy statement filed pursuant to the proxy rules
of the Securities and Exchange Commission, had the nominee been nominated, or
intended to be nominated, by the Board of Directors; and (e) the consent of each
nominee to serve as a director of the Company if so elected.  The chairman of
the meeting may refuse to acknowledge the nomination of any person not made in
compliance with the foregoing procedure.

          Section 2.10 Notice of Shareholder Business  At an annual meeting of
          -------------------------------------------                         
the shareholders, only such business shall be conducted as shall have been
properly brought before the meeting.  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,
(b) otherwise properly brought before the meeting by or at the

                                       7
<PAGE>
 
direction of the Board of Directors, or (c) otherwise properly brought before
the meeting by a shareholder. For business to be properly brought before an
annual meeting by a shareholder, the shareholder must have given timely notice
thereof in writing to the Secretary of the Corporation. To be timely, a
shareholder's notice must be delivered to or mailed and received at the
principal executive offices of the Corporation, not less than ninety (90) days
prior to the meeting. A shareholder's notice to the Secretary shall set forth as
to each matter the shareholder proposes to bring before the annual meeting (a) a
brief description of the business desired to be brought before the annual
meeting and the reasons for conducting such business at the annual meeting, (b)
the name and address, as they appear on the Corporation's books, of the
shareholder proposing such business, (c) the class and number of shares of the
Corporation which are beneficially owned by the shareholder, and (d) any
material interest of the shareholder in such business. Notwithstanding anything
in the Bylaws to the contrary, no business shall be conducted at an annual
meeting except in accordance with the procedures set forth in this Section 2.10.
The chairman of an annual meeting shall, if the facts warrant, determine and
declare to the meeting that business was not properly brought before the meeting
and in accordance with the provisions of this Section and if he should so
determine, he shall so declare to the meeting and any such business not properly
brought before the meeting shall not be transacted.

          Section 2.11 Executive and Finance Committee and Other Committees of
          --------------------------------------------------------------------
the Board of Directors  The Board of Directors, by resolution adopted by a
----------------------                                                    
majority of the entire Board, shall designate from among its members an
Executive and Finance Committee consisting of three or more directors, and which
shall have all the authority of the Board, except that no such Committee shall
have authority as to the following matters:

          (a) The submission to shareholders of any action that needs
          shareholders' approval;

          (b) The filling of vacancies in the Board or in the Executive and
          Finance Committee;

          (c) The fixing of compensation of the directors for serving on the
          Board or on the Executive and Finance Committee;

          (d) The amendment or repeal of the Bylaws, or the adoption of new
          Bylaws;

          (e) The amendment or repeal of any resolution of the

                                       8
<PAGE>
 
          Board which, by its terms, shall not be so amendable or repealable;

          (f)  The declaration of dividends.


          The Board of Directors may designate one or more directors as
alternate members of the Executive and Finance Committee, who may replace any
absent member or members at any meeting of such Committee.

          A majority of the entire authorized number of members of the Executive
and Finance Committee or any other Committee authorized by the Board of
Directors shall constitute a quorum for the transaction of business and, except
as otherwise provided in these Bylaws, the vote of a majority of the members
present at the time of such vote, if a quorum is present at such time, shall be
the act of such Committee.

          The Executive and Finance Committee shall serve at the pleasure of the
Board of Directors.

                                       9
<PAGE>
 
          The Executive and Finance Committee shall cause to be kept regular
minutes of its proceedings, which may be transcribed in the regular minute book
of the Corporation, and all such proceedings shall be reported to the Board of
Directors at its next succeeding meeting, and shall be subject to revision or
alteration by the Board, provided that no rights of third persons shall be
affected by such revision or alteration.  The Executive and Finance Committee
may, from time to time, subject to the approval of the Board of Directors,
prescribe rules and regulations for the calling and conduct of meetings of the
Committee, and other matters relating to its procedure and the exercise of its
powers.

          The Board of Directors by resolution adopted by a majority of the
entire Board may designate from among its members other committees, each to
consist of at least three directors, and each of which committees shall have
authority only to the extent provided in such resolution.  The Board may by
resolution designate directors to act as alternate members of a committee to
replace absent members at meetings of the committee.  Such committees shall
serve at the pleasure of the Board of Directors.

          Section 2.12 Action Without a Meeting  Any action required or
          -------------------------------------                        
permitted to be taken by the Board of Directors or any Committee thereof may be
taken without a meeting if all members of the Board or the Committee consent in
writing to the adoption of a resolution authorizing the action.  The resolution
and written consents thereto shall be filed with the minutes of the proceedings
of the Board or Committee.

          Section 2.13 Participation in Board Meetings by Conference Telephone
          -------------------------------------------------------------------- 
Any one or more members of the Board of Directors or any committee thereof may
participate in a meeting of such Board or committee by means of a conference
telephone or similar communications equipment allowing all persons participating
in the meeting to hear each other at the same time.  Participation by such means
shall constitute presence in person at a meeting.

          Section 2.14 Compensation of Directors  The Board of Directors shall
          --------------------------------------                              
have authority to fix the compensation of directors for services in any
capacity.

          Section 2.15 Interest of Director in a Transaction  Unless shown to be
          --------------------------------------------------                    
unfair and unreasonable as to the Corporation at the time it is approved by the
Board of Directors, a committee of such Board or the shareholders, no contract
or other transaction between the Corporation and one or more of its directors,
or between the Corporation and any other corporation,

                                       10
<PAGE>
 
firm, association or other entity in which one or more of the directors are
directors or officers, or are financially interested, shall be either void or
voidable irrespective of whether such interested director or directors are
present at the meeting of the Board of Directors or of a committee thereof,
which approves such contract or transaction and irrespective of whether his or
their votes are counted for such purpose. Any such contract or transaction may
be conclusively approved as fair and reasonable by:

          (a) the Board of Directors, or a duly empowered committee thereof, by
          a vote sufficient for such purpose without counting the vote or votes
          of such interested director or directors (and he or they may not be
          counted in determining the presence of a quorum at the meeting which
          approves such contract or transaction), if the fact of such common
          directorship, officership or financial interest is disclosed or known
          to the Board or committee (as the case may be); or

          (b) the shareholders entitled to vote for the election of directors,
          if such common directorship, officership or financial interest is
          disclosed or known to such shareholders.

          Section 2.16 Loans to Directors  A loan shall not be made by the
          -------------------------------                                 
Corporation to any director unless it is authorized by vote of the shareholders.
For this purpose, the shares of the director who would be the borrower shall not
be shares entitled to vote.

          Section 2.17 Indemnification of Directors and Officers    (a)  To the
          ------------------------------------------------------               
full extent authorized by law, the Corporation shall indemnify any person, made
or threatened to be made, a party in any civil or criminal action or proceeding
by reason of the fact that he, his testator or intestate, is or was a director
or officer of the Corporation or any subsidiary 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.

          (b)  Except as prohibited by law or as provided in paragraph (c)
below, in addition to the rights granted in paragraph (a), every person shall be
entitled as of right to be indemnified by the Corporation against all expenses
and any liability paid or incurred by such person in connection with any actual
or threatened claim, action, suit or proceeding, civil, criminal,
administrative, investigative or other, whether brought by or in the right of
the Corporation or otherwise, in which he

                                       11
<PAGE>
 
or she may be involved as a party or otherwise, by reason of such person being
or having been a director or officer of the Corporation or by reason of the fact
that such person is or was serving at the request of the Corporation as a
director, officer, employee, fiduciary or other representative of another
corporation, partnership, joint venture, trust, employee benefit plan or other
entity (any such actual or threatened claim, action, suit or proceeding
hereinafter being referred to as an "action"). Such indemnification shall
include advances of any expense incurred by such person in connection with an
action prior to final disposition of such action to the maximum extent not
prohibited by the provisions of any applicable statute. As used herein,
"expense" shall include, without limitation, costs of investigation, including
experts, the costs of defense of actions and appeals therefrom and fees and
expenses of counsel selected by such person, and "liability" shall include
amounts of judgments, excise taxes, fines and penalties, amounts paid in
settlement (provided the Corporation shall have consented to such settlement,
which consent shall not be unreasonably withheld by it), and any other amounts
which the person may be obligated to pay as a result of any action.

          (c)  No right of indemnification under paragraph (b) shall exist for
any person unless it is determined by a court or, if not finally adjudicated by
a court, by the Board of Directors that such person did not act in bad faith or
with an active and deliberate dishonesty and which was material to the action,
or that he or she did not personally gain in fact a financial profit or other
economic advantage to which he or she was not legally entitled.  In making such
a determination, the Board of Directors may act by a quorum consisting of
directors who are not parties to such action or, if such a quorum is not
obtainable or, if obtainable, such quorum is unable to make such a finding and
directs, (i) by the Board of Directors upon having received the opinion in
writing of independent legal counsel that indemnification is proper because the
standard of conduct set forth herein has been met or (ii) by the shareholders
entitled to vote in the election of directors upon a finding that such standard
has been met.  Indemnification amounts shall be advanced or promptly reimbursed
by the Corporation under paragraph (b) in advance of the final disposition of
such action or proceeding and prior to the determination to be made under this
paragraph (c), subject to the obligation of the person indemnified to repay the
Corporation if, and upon a determination that, such person acted or benefited as
specified above.  If indemnification is denied because of a finding by the Board
in the absence of a judgment or other final adjudication, such action by the
Board will in no way affect the right of the person seeking such indemnification
to make application therefor in any court having jurisdiction

                                       12
<PAGE>
 
thereof; in such action or proceeding the issue will be whether the director or
officer met the standard of conduct set forth in this paragraph (c), not whether
the finding of the Board that he did not was correct, and the determination of
such issue will not be affected by the Board's finding. If the judgment or other
final adjudication in such action or proceeding establishes that the director or
officer met such standard, the Board shall then find such standard to have been
met and shall grant such indemnification, and also shall grant, to the person
entitled to such indemnification, indemnification of the expenses incurred by
such person in the action or proceeding resulting in the judgment or other final
adjudication that such standard of conduct was met.

          (d)  The right of indemnification provided for herein shall not be
deemed exclusive of any other rights to which those seeking indemnification
hereunder may be entitled under applicable law, by agreement or otherwise, and
the provisions hereof shall inure to the benefit of the heirs and legal
representatives of persons entitled to indemnification hereunder and shall be
applicable to actions commenced before or after the adoption hereof, whether
arising from acts or omissions occurring before or after the adoption hereof.
The Corporation is authorized to enter into agreements with any of its directors
or officers extending rights to indemnification and advancement of expenses to
such person to the full extent permitted by law, but the failure to enter into
any such agreement shall not affect or limit the rights of such person pursuant
to this bylaw.

          (e)  This provision shall be deemed to constitute a right of the
persons entitled to indemnification and may not, without the consent of such
person, be amended or repealed to have effect with respect to any event, act or
omission occurring or allegedly occurring prior to the end of the term of office
he or she is serving when such amendment or repeal is adopted.



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

                                   OFFICERS
                                   --------


          Section 3.1 Officers  The Board of Directors, as soon as may be
          --------------------                                           
practicable after the annual election of directors, shall elect a Chairman of
the Board of Directors, a President, one or more Vice Presidents (one or more of
whom may be designated Executive Vice Presidents or Senior Vice Presidents), a
Controller, one or more Assistant Controllers, an Auditor, a Secretary, one or
more Assistant Secretaries, a Treasurer, and 

                                       13
<PAGE>
 
one or more Assistant Treasurers. From time to time the Board may elect, or the
Board or the Chairman of the Board upon subsequent ratification by the Board may
appoint such other officers as may be determined to be appropriate. The Chairman
of the Board and the President shall be members of the Board of Directors. Any
two or more offices may be held by the same person, except the offices of
President and Secretary.

          Section 3.2 Term of Office and Removal  Each officer shall hold office
          --------------------------------------                                
for the term for which he is elected or appointed, and until his successor has
been elected or appointed and qualified.  Unless otherwise provided in the
resolution of the Board of Directors electing or appointing an officer, the term
of office of each officer shall extend to and expire at the meeting of the Board
following the next annual meeting of shareholders.  Any officer may be removed
by the Board, with or without cause, at any time.  Removal of an officer without
cause shall be without prejudice to his contract rights, if any, but his
election or appointment as an officer shall not of itself create contract
rights.


          Section 3.3 Powers and Duties  The officers of the Corporation shall
          -----------------------------                                       
each have such powers and authority and perform such duties in the management of
the property and affairs of the Corporation, as from time to time may be
prescribed by the Board of Directors and, to the extent not so prescribed, they
shall each have such powers and authority and perform such duties in the
management of the property and affairs of the Corporation, subject to the
control of the Board, as generally pertain to their respective offices.

          Without limitation of the foregoing:

          (a)  Chairman of the Board of Directors  The Chairman of the Board of
          ---------------------------------------                              
          Directors shall be the chief executive officer of the Corporation.  He
          shall preside at all meetings of the Board and of the shareholders.
          He shall ex officio be a member of the Executive and Finance
          Committee.

          (b)  President  The President shall be charged with the responsibility
          --------------                                                        
          for the direction and supervision of the business and affairs of the
          Corporation subject only to the supervision of the Board of Directors,
          the Executive and Finance Committee and the Chairman of the Board.  In
          the absence of the Chairman of the Board, he shall preside at all
          meetings of the Board and of the shareholders.  In the event of the
          death, resignation, removal, disability or absence of the Chairman of
          the

                                       14
<PAGE>
 
          Board, the President shall possess the powers and perform the duties
          of the Chairman of the Board. The President shall ex officio be a
          member of the Executive and Finance Committee.

          (c)  Vice Presidents  The Executive Vice President and Senior Vice
          --------------------                                              
          Presidents (if such there be) and other Vice Presidents shall have
          such powers and duties as usually pertain to their respective offices,
          except as otherwise directed by the Board of Directors or by the
          Executive and Finance Committee, and shall also have such powers and
          duties as may from time to time be conferred upon them by the Board of
          Directors, the Executive and Finance Committee, the Chairman of the
          Board, or the President.  In the absence of the President, the
          Executive Vice President, the Senior Vice Presidents or one of the
          Vice Presidents designated by the Board of Directors or by the
          Chairman of the Board or by the President shall have all the powers
          and perform all the duties of the President.

          (d)  Secretary  The Secretary shall issue notices of all meetings of
          --------------                                                      
          shareholders and directors where notices of such meetings are required
          by law or these Bylaws, and shall keep the minutes of such meetings.
          He shall attend and keep the minutes of all meetings of the
          shareholders, Board of Directors and Executive and Finance Committee.
          He shall sign such instruments and attest such documents as require
          his signature or attestation and affix the corporate seal thereto
          where appropriate.  Assistant Secretaries shall assist the Secretary
          in the performance of his powers and duties and in his absence
          exercise such powers and duties.

          (e)  Treasurer  The Treasurer shall have custody of the corporate
          --------------                                                   
          funds and securities and shall deposit all monies and other financial
          instruments in the name of the Corporation or such other name as the
          Board of Directors may designate.  He shall disburse the funds of the
          Corporation as appropriate and Assistant Treasurers shall assist the
          Treasurer in the performance of his powers and duties and in his
          absence exercise such powers and duties.

          (f)  Controller  The Controller of the Corporation shall have full
          ---------------                                                   
          control of the books of account of the Corporation and keep true and
          accurate record of all property owned by it, of its contracts, debts,
          and of its revenues and expenses, and shall keep all accounting
          records of the Corporation other than those relating to the deposit
          and custody of monies and securities which shall be kept by the
          Treasurer.  The

                                       15
<PAGE>
 
          Controller shall make reports to the Chairman of the Board of
          Directors, the President, and as required to the Board of Directors
          or, when appropriate, to others relating to the financial condition of
          the Corporation. Assistant Controllers shall assist the Controller in
          the performance of his powers and duties and in his absence exercise
          such powers and duties.

          (g)  Auditor  The Auditor shall have access to all books, records,
          ------------                                                      
          contracts, securities and materials of the Corporation for the purpose
          of audit and shall exercise general supervision over the operation of
          the Auditing Department.  The Auditor and each member of his
          department shall have no authority to make or order to be made any
          entry in the Corporation's books of account nor to sign checks or
          exercise any of the duties of the Treasurer.  The Auditor shall be
          responsible to the Controller or the President of the Corporation and
          shall report to the Board of Directors when directed to do so or when
          in his opinion such a report is necessary.



                                  ARTICLE IV
                                  ----------

            SHARE CERTIFICATE AND LOSS THEREOF - TRANSFER OF SHARES
            -------------------------------------------------------
          

          Section 4.1 Form of Share Certificates  The shares of the Corporation
          --------------------------------------                               
shall be represented by certificates, in such forms as the Board of Directors
may from time to time prescribe, signed by the Chairman of the Board, or the
President, or a Vice President and the Secretary or an Assistant Secretary or
the Treasurer or an Assistant Treasurer, and may be sealed with the seal of the
Corporation or a facsimile thereof.  The signatures of the officers upon a
certificate may be facsimiles if the certificate is countersigned by a transfer
agent or registered by a registrar other than the Corporation or its employee.
In case any officer who has signed or whose facsimile signature has been placed
upon a certificate shall have ceased to be such officer before such certificate
is issued, it may be issued by the Corporation with the same effect as if he
were such officer at the date of issue.

          Each certificate representing shares shall, when issued, state upon
the face thereof:

          (a)  That the Corporation is formed under the laws of the State of New
          York;

                                       16
<PAGE>
 
          (b)  The name of the person or persons to whom issued; and

          (c)  The number, class and series, if any, of shares which such
          certificate represents.

          Section 4.2 Lost, Stolen or Destroyed Share Certificates  No
          --------------------------------------------------------    
certificate or certificates for shares of the Corporation shall be issued in
place of any certificate alleged to have been lost, stolen or destroyed, except
upon production of such evidence of the loss, theft or destruction, and upon
such indemnification and payment of costs of the Corporation and its agent to
such extent and in such manner as the Board of Directors may from time to time
prescribe.

          Section 4.3 Transfer of Shares  Shares of the Corporation shall be
          ------------------------------                                    
transferable on the books of the Corporation by the registered holder thereof in
person or by his duly authorized attorney, by delivery for cancellation of a
certificate or certificates for the same number of shares, with proper
indorsement consisting of either a written assignment of the certificate or a
power of attorney to sell, assign or transfer the same or the shares represented
thereby, signed by the person appearing by the certificate to be the owner of
the shares represented thereby, either written thereon or attached thereto, with
such proof of the authenticity of the signature as the Corporation or its agents
may reasonably require.  Such indorsement may be either in blank or to a
specified person, and shall have affixed thereto all stock transfer stamps
required by law.



                                   ARTICLE V
                                   ---------

                                 OTHER MATTERS
                                 -------------


          Section 5.1 Records  The Corporation shall keep (a) correct and
          -------------------                                            
complete books and records of account; (b) minutes of the proceedings of the
shareholders, Board of Directors and any committees of the Board; and (c) a
current list of the directors and officers and their resident addresses.

          The Corporation shall also keep at its office in the State of New York
or at the office of its transfer agent, if any, a record containing the names
and addresses of all shareholders, the number and class of shares held by each
and the dates when they respectively became the owners of record thereof.

                                       17
<PAGE>
 
          Section 5.2 Checks and Similar Instruments  All checks and drafts on
          ------------------------------------------                          
the Corporation's bank accounts and all bills of exchange and promissory notes
and all acceptances, obligations and other instruments, for the payment of
money, shall be signed by the Treasurer (by facsimile or otherwise) on behalf of
the Corporation or by such officer or officers or person or persons as shall be
thereunto authorized from time to time by the Board of Directors or designated
by the Treasurer.

          Section 5.3 Stock of Other Corporations  The Board of Directors shall
          ---------------------------------------                              
have the right to authorize any officer or other person on behalf of the
Corporation to attend, act and vote at meetings of the shareholders of any
corporation in which the Corporation shall hold shares, and to exercise thereat
any and all the rights and powers incident to the ownership of such shares and
to execute waivers of notice of such meetings and calls therefor; and authority
may be given to exercise the same either on one or more designated occasions, or
generally on all occasions until revoked by the Board.  In the event that the
Board shall fail to give such authority, such authority may be exercised by the
President in person or by proxy appointed by him on behalf of the Corporation.

          Section 5.4 Corporate Seal  The corporate seal shall have inscribed
          --------------------------                                         
thereon the name of the Corporation and such other appropriate legend as the
Board of Directors may from time to time determine.  In lieu of the corporate
seal, when so authorized by the Board, a facsimile thereof may be affixed or
impressed or reproduced in any other manner.

          Section 5.5 Fiscal Year  The fiscal year of the Corporation shall be
          -----------------------                                             
the calendar year.

          Section 5.6 Amendments  Except as otherwise provided by these Bylaws
          ----------------------                                              
and the Restated Certificate of Incorporation, the Bylaws of the Corporation may
be amended, repealed or adopted by vote of the holders of record of the shares
at the time entitled to vote in the election of any directors; provided that
Section 1.2 of Article I, Sections 2.2, 2.3, 2.7, 2.8, 2.9 and 2.10 of Article
II (as amended) and Section 5.6 of Article V of the Bylaws shall not be altered,
amended or repealed and no provision inconsistent therewith shall be adopted
without the affirmative vote of the holders of at least seventy-five percent
(75%) of the outstanding shares entitled to vote in the election of directors,
voting together as a single class.  Except as otherwise provided above, Bylaws
may also be amended, repealed, or adopted by the Board of Directors, but any
Bylaw adopted by the Board may be amended or repealed by the shareholders
entitled to vote thereon

                                       18
<PAGE>
 
as hereinabove provided.

          If any Bylaw regulating an impending election of directors is adopted,
amended or repealed by the Board of Directors, there shall be set forth in the
notice of the next meeting of shareholders for the election of directors the
Bylaws so adopted, amended or repealed, together with a concise statement of the
change made.

                                       19
<PAGE>
 
Adopted:  March 24, 1965

Amended:  May 17, 1967, effective July 1, 1967:
          Section 1.2, Section 3.3 paragraphs (a), (b), (c), (f)

Amended and effective:  May 15, 1968:
          Section 1.2, Section 3.3 paragraphs (a), (b), (c), (f)

Amended and effective:  February 17, 1971:
          Section 2.9, paragraph (a) and last paragraph

Amended and effective:  June 21, 1972:
          Section 2.13, Section 4.1 (subparagraph (d) eliminated)

Amended and effective:  October 16, 1974:
          Section 2.4, Section 2.9, Section 2.10 adopted,
          Sections 2.10, 2.11, 2.12 and 2.13 renumbered

Amended and effective:  August 20, 1975:
          Section 2.11 adopted,
          Sections 2.11, 2.12, 2.13 and 2.14 renumbered

Amended and effective:  October 15, 1986:
          Section 2.15, existing paragraph lettered (a) and
           paragraphs (b), (c), (d) and (e) added

Amended and effective:  May 20, 1987:
          Section 2.2

Amended and effective:  June 19, 1991:
          Section 3.3, paragraphs (a), (b), (c)

Amended and effective:  May 20, 1992:
          Sections 1.2, 2.2, 2.3, 2.7, 2.8, 5.6
          Section 2.9, Section 2.10 adopted,
          Sections 2.9, 2.10, 2.11, 2.12, 2.13, 2.14, 2.15
           renumbered

Amended and effective:  December 15, 1993:
          Sections 1.1, 3.1, 3.3 paragraphs (c), (e),
           and (f), 5.1, 5.2

Amended and effective:  March 20, 1996:
          Section 3.3 paragraphs (a), (b), (c)

Amended and effective:  December 16, 1998:
          Section 1.4, Section 1.11

8-BYLAWS

                                       20