<PAGE>
 
                                  EXHIBIT 3.3

 
                              FRONTIER CORPORATION

                                    By-Laws

                      As Revised Effective March 21, 1983
              (And as amended 7/16/84, 11/19/84, 2/17/86, 2/16/87,
                 4/22/87, 11/20/89, 2/19/90, 11/19/90, 4/24/91,
          4/29/92, 4/21/93, 4/27/94, 9/19/94, 1/1/95, 4/26/95, 8/16/95
                  1/22/96, 4/30/96, 6/16/97, 9/15/97, 3/1/98)

                                   ARTICLE I

                                  SHAREHOLDERS


Section 1 - Annual Meeting.
---------------------------

      An annual meeting of shareholders for the election of Directors and the
transaction of other business shall be held at such time on any day in the month
of April in each year or on such other date as shall be fixed by the Board of
Directors.

Section 2 - Special Meetings.
-----------------------------

      Special Meetings of the shareholders may be called by the Board of
Directors.  Such meeting shall be held at such time as may be fixed in the
notice of meeting.

Section 3 - Place of Meeting.
-----------------------------

      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.

Section 4 - Notice of Meeting.
------------------------------

      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.

A copy of the notice of any meeting shall be given, personally, or by mail, not
less than ten or more than fifty 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 thereon prepaid, directed
to the shareholder at the shareholder's address as it appears on the record of
shareholders, or, if the shareholder shall have filed with the Secretary of the
Corporation a written request that notices be  mailed to some other address,
then directed to the shareholder at such other address.


3/21/83
<PAGE>
 
                                      (2)




Section 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 at such
meeting shall, appoint two inspectors.  Each inspector, before entering upon the
discharge of the inspector's 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 the inspector's 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 at such meeting,
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 6 - List of Shareholders at Meeting.
--------------------------------------------

      A list of shareholders as of the record date, certified by the Secretary
or any Assistant Secretary or by the Transfer Agent, if any, shall be produced
at the meeting of shareholders upon the request of any shareholder at such
meeting or prior thereto.  If the right to vote at any meeting is challenged,
the inspectors of election, or person presiding at such meeting, shall require
such list of shareholders to be produced 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 at such meeting may vote at such meeting.



3/21/83
<PAGE>
 
                                      (3)

Section 7 - Qualification of Voters.
------------------------------------

      Every shareholder of record of common stock of the Corporation shall be
entitled at every meeting of shareholders to one vote for every share of common
stock held by the shareholder in the shareholder's name on the record of
shareholders, subject, however, to the voting rights granted to the holders of
Cumulative Preferred Stock of the Corporation upon default in dividends thereon.

Section 8 - Quorum of Shareholders.
-----------------------------------

      The holders of a majority of the shares entitled to vote at such meeting
shall constitute a quorum at a meeting of shareholders for the transaction of
any business, provided that when a specified item of business is required to be
voted on by a class or series, voting as a class, the holders of a majority of
the shares of such class or series shall constitute a quorum for the transaction
of such specified item of business.

      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 9 - Vote of Shareholders.
---------------------------------

      Directors shall, except as otherwise required by law, or by the
certificate of incorporation as permitted by law, be elected by a plurality of
the votes cast at a meeting of shareholders by the holders 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, or by the certificate of incorporation as permitted 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 10 - Proxies.*
----------------------

      Every 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 that shareholder by proxy. Any proxy may be transmitted,
authorized or executed in any manner permitted by the New York Business
Corporation Law. No proxy shall be valid after the expiration of eleven months
from



3/21/83
*revised 3/1/98
<PAGE>
 
                                      (4)

the date thereof unless otherwise provided in the proxy.  Every proxy shall be
revocable at the pleasure of the shareholder executing it except in those cases
where an irrevocable proxy permitted by statute has been given.

Section 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 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 nor less
than ten days before the date of such meeting, nor more than sixty days prior to
any other action.

Section 12 - Order of Business.*
--------------------------------

      The order of business at each meeting of shareholders shall be as
determined by the chairman of the meeting. The chairman of the meeting shall
have the right and authority to prescribe such rules, regulations and procedures
and to do all such acts and things as are necessary or desirable for the proper
conduct of the meeting, including, without limitation, the establishment of
procedures for the maintenance of order and safety, limitations on the time
allotted to questions or comments on the affairs of the Corporation,
restrictions on entry to such meeting after the time prescribed for the
commencement thereof, and the opening and closing of the voting polls.

      At any special meeting of shareholders, only such business may be
transacted which is related to the purpose or purposes set forth in the notice
of such meeting.

      At any annual meeting of shareholders, only such business (other than the
nomination or election of directors) shall be conducted as shall have been
brought before the annual meeting (i) by or at the direction of the chairman of
the meeting or (ii) by any shareholder who is a holder of record at the time of
the giving of the notice provided for in this Section 12, who is or will be
entitled to vote at the meeting and who complies with the procedures set forth
in this Section 12.

3/21/83
*Revised 9/19/94
**Revised 3/1/98
<PAGE>
 
                                      (5)



      For business (other than the nomination or election of directors) properly
to be brought before an annual meeting by a shareholder, the shareholder must
have given timely notice thereof in proper written form to the Secretary. To be
timely, a shareholder's notice must be addressed to the Secretary and delivered
to or mailed and received at the principal executive offices of the Corporation
not less than 60 days nor more than 90 days prior to the anniversary date of the
immediately preceding annual meeting; provided, however, that in the event that
                                      --------  -------                        
the date of the annual meeting is more than 30 days earlier or more than 60 days
later than such anniversary date, notice by the shareholder to be timely must be
so delivered or received 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. To be in proper written
form, a shareholder's notice to the Secretary shall set forth in writing as to
each matter the shareholder proposes to bring before the annual meeting: (i) 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; (ii)
the name and address, as they appear on the Corporation's books, of the
shareholder proposing such business; (iii) the class and number of shares of the
Corporation which are beneficially owned by the shareholder; (iv) a
representation that the shareholder is or will be entitled to vote at such
annual meeting and intends to appear in person (or send a qualified
representative) or by proxy to present such proposal at the meeting; and (v) any
material interest of the shareholder in such business. The foregoing notice
requirements shall be deemed satisfied by a shareholder if the shareholder has
notified the Corporation of his or her intention to present a proposal at an
annual meeting and such shareholder's proposal has been included in a proxy
statement that has been prepared by management of the Corporation to solicit
proxies for such annual meeting; provided, however, that if such shareholder
                                 --------  -------                          
does not appear in person (or send a qualified representative) or by proxy to
present such proposal at such annual meeting, the Corporation need not present
such proposal for a vote at such meeting, notwithstanding that proxies in
respect of such vote may have been received by the Corporation. Notwithstanding
anything in the By-Laws to the contrary, no business shall be conducted at any
annual meeting except in accordance with the procedures set forth in this
Section 12. The chairman of an annual meeting shall, if the facts warrant,
determine that business was not properly brought before the annual meeting in
accordance with the provisions of this

3/21/83
<PAGE>
 
                                      (6)

Section 12 and, if he should so determine, he shall so declare to the annual
meeting and any such business not properly brought before the annual meeting
shall not be transacted and any proposal contemplated by such business shall be
void.



                                  ARTICLE II

                              BOARD OF DIRECTORS



Section 1 - Power of Board and Qualification of Directors.
----------------------------------------------------------

      The business of the Corporation shall be managed under the direction of
its Board of Directors, each of whom shall be at least twenty-one years of age.

Section 2 - Number of Directors.*
---------------------------------

      At the annual meeting of shareholders, the shareholders shall elect twelve
directors.

Section 3 - Election, Term and Qualifications of Directors.
-----------------------------------------------------------

      At each annual meeting of shareholders, Directors shall be elected to hold
office until the next annual meeting and until their successors have been
elected and qualified.  No person shall be eligible for election or reelection
to the Board of Directors after reaching seventy years of age, or in the case of
a retired Chairman of the Board of Directors or a retired President of the
Corporation, after reaching sixty-seven years of age.  The term of any Director
who is also an Officer of the Corporation or any subsidiary of the Corporation,
other than the Chairman of the Board or the President of the Corporation, shall
end on the date of termination from active employment and such officer shall
thereafter be ineligible for reelection to the Board of Directors.

Section 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 the vote of a majority

3/21/83
*Revised 7/16/84, 2/17/86, 11/20/89, 2/19/90, 11/19/90, 4/24/91, 4/27/94,
1/1/95, 4/26/95, 8/16/95, 1/22/96, 4/30/96, 6/16/97, 9/15/97
<PAGE>
 
                                      (7)


of the Directors present at the time of such vote, if a quorum is then present,
shall be the act of the Board.

Section 5 - Action Without a Meeting.
-------------------------------------

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


Section 6 - 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 7 - 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 shall 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, if such there
be, the President or any two Directors.

      Meetings of the Board of Directors shall be held at such 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 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 (1) day before such meeting.

3/21/83
<PAGE>
 
                                      (8)


Section 8 - Resignation.
------------------------

      Any Director may resign at any time by giving written notice to the
Chairman of the Board of Directors, if such there be, to the President or to the
Secretary. Such resignation shall take effect at the time specified in such
written notice, or if no time be specified, then on delivery.  Unless otherwise
specified in the written notice, the acceptance of such resignation by the Board
of Directors shall not be needed to make it effective.

Section 9 - 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 may be filled by
vote of the Board. If the number of the directors then in office is less than a
quorum, such newly created directorships and vacancies may be filled by vote of
a majority of the directors then in office.  A director elected to fill a
vacancy shall be elected to hold office for the unexpired term of such
director's predecessor.

Section 10 - Executive and Other Committees of Directors.*
----------------------------------------------------------

      The Board of Directors, by resolution, adopted by a majority of the entire
Board, shall designate from among its members an Executive Committee consisting
of three or more Directors, a majority of whom are outside directors.

      The Executive Committee shall have all the authority of the Board, except
that it shall not have authority as to the following matters:

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

      (2)The filling of vacancies in the Board or in any committee;

      (3)The amendment or repeal of the By-Laws, or the adoption of new By-Laws;

      (4)The amendment or repeal of any resolution of the Board which, by its
      terms, shall not be so amendable or repealable;

      (5)The fixing of compensation of the directors for serving on the Board or
      on any Committee;

3/21/83
*Revised 11/19/84, 4/22/87, 4/29/92, 4/21/93, 8/16/95
<PAGE>
 
                                      (9)


      (6)The fixing or amendment of the compensation, benefits and perquisites
      of the chief executive officer.

      The Board of Directors, by resolution by a majority of the entire Board,
may designate from among its members an Audit Committee consisting of three or
more outside directors. The Audit Committee shall, among other things, review
the scope of audit activities, review with management significant issues
concerning litigation, contingencies or other material matters which may result
in either potential liability of the Company or significant exposure to the
Company, review significant matters of corporate ethics, review security methods
and procedures, review the financial reports and notes, and make reports and
recommendations with respect to audit activities, findings, and reports of the
independent public accountants and the internal audit staff of the Company.

      The Board of Directors, by resolution adopted by a majority of the entire
Board, may designate from among its members a Committee on Directors consisting
of three or more outside directors.  The Committee on Directors shall, among
other things, review performance of incumbent directors, act as a nominating
committee, and consider and report to the entire Board of Directors on all
matters relating to the selection, qualification, compensation and duties of the
members of the Board of Directors and any committees of the Board of Directors.

      The Board of Directors, by resolution adopted by a majority of the entire
Board, may designate from among its members a Committee on Management consisting
of three or more outside directors.  The Committee on Management shall, among
other things, fix or amend the compensation, benefits and perquisites of all
executive officers of the Company and recommend such for the chief executive
officer, select and administer executive compensation plans and employee benefit
plans which have Company stock as an investment option, review succession
planning for the Company and review with management significant human resources
issues.  The compensation, benefits and perquisites of the chief executive
officer shall be set by the outside directors of the full Board upon the
recommendation of the Committee on Management.

      The Board of Directors, by resolution adopted by a majority of the entire
Board, may designate from among its members other committees each consisting of
three or more directors.

      Unless a greater proportion is required by the resolution designating a
committee of the Board of Directors, a quorum for the

3/21/83
<PAGE>
 
                                      (10)


transaction of business of a committee shall consist of (a) a majority of the
entire authorized number of members of the Executive Committee or (b) one-third
of the entire authorized number of members of any other committee of the Board
of Directors, but in no event fewer than two persons. The vote of a majority of
the members of a committee present at the time of the vote concerning the
transaction of business of that committee or of any specified item of business
of that committee if a quorum is present at such time, shall be the act of such
committee.

      Any committee may fix the time and place of holding its regular meetings
and, if so fixed, no notice of such regular meeting shall be necessary.  Special
meetings of any committee may be called at any time by the Chairman of the Board
of Directors, if such there be, by the chief executive officer, by the
President, by the Chairperson of that committee, or by any two members of that
committee.  Notice of each special meeting of any committee shall be given by
oral, telegraphic or written notice, including notice via facsimile machine,
duly given or sent or mailed to each member of that committee not less than one
day before such meeting.

Section 11 - Compensation of Directors.
---------------------------------------

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

Section 12 - Indemnification.*
------------------------------

(a)  Generally.
     ----------

      To the full extent authorized or permitted by law, the Corporation shall
indemnify any person ("indemnified Person") made, or threatened to be made, a
party to any action or proceeding, whether civil, at law, in equity, criminal,
administrative, investigative or otherwise, including any action by or in the
right of the Corporation, by reason of the fact that he, his testator or
intestate, ("Responsible Person"), whether before or after adoption of this
Section 12, (1) is or was a director or officer of the Corporation, or (2), if a
director or officer of the Corporation, is serving or served, in any capacity,
at the request of the Corporation, any other corporation, or any partnership,
joint venture, trust, employee benefit plan or other enterprise, or (3), if not
a director or officer of the Corporation, is serving or served, at the request
of the


3/21/83
*Revised 2/16/87
<PAGE>
 
                                      (11)


Corporation, as a director or officer of any other corporation or any
partnership, joint venture, trust, employee benefit plan or other enterprise,
against all judgments, fines, penalties, amounts paid in settlement (provided
the Corporation shall have given its prior consent to such settlement, which
consent shall not be unreasonably withheld by it) and reasonable expenses,
including attorneys' fees, incurred by such Indemnified Person with respect to
any such threatened or actual action or proceeding, and any appeal therein,
provided only that (x) acts of the Responsible Person which were material to the
cause of action so adjudicated or otherwise disposed of were not (i) committed
in bad faith or (ii) were not the result of active and deliberate dishonesty,
and (y) the Responsible Person did not personally gain in fact a financial
profit or other advantage to which he was not legally entitled.

(b)  Advancement of Expenses.
     ------------------------

      All expenses reasonably incurred by an Indemnified Person in connection
with a threatened or actual action or proceeding with respect to which such
person is or may be entitled to indemnification under this Section 12 shall be
advanced or promptly reimbursed by the Corporation to him in advance of the
final disposition of such action or proceeding, upon receipt of an undertaking
by him or on his behalf to repay the amount of such advances, if any, as to
which he is ultimately found not to be entitled to indemnification or, where
indemnification is granted, to the extent such advances exceed the
indemnification to which he is entitled. Such person shall cooperate in good
faith with any request by the Corporation that common counsel be used by the
parties to an action or proceeding who are similarly situated unless to do so
would be inappropriate due to an actual or potential conflict of interest.

(c)  Procedure for Indemnification.
     ------------------------------

      (1) Not later than thirty (30) days following final disposition of an
action or proceeding with respect to which the Corporation has received written
request by an Indemnified Person for indemnification pursuant to this Section
12, if such indemnification has not been ordered by a court, the Board of
Directors shall meet and find whether the Responsible Person met the standard of
conduct set forth in paragraph (a) of this Section 12, and, if it finds that he
did, or to the extent it so finds, shall authorize such indemnification.


3/21/83
<PAGE>
 
                                      (12)


      (2) Such standard shall be found to have been met unless (a) a judgment or
other final adjudication adverse to the Indemnified Person establishes that
subparagraphs (x) or (y) of paragraph (a) of this Section 12 were violated, or
(b) if the action or proceeding was disposed of other than by judgment or other
final adjudication, the Board finds in good faith that, if it had been disposed
of by judgment or other final adjudication, such judgment or other final
adjudication would have been adverse to the Indemnified Person and would have
established a violation of subparagraphs (x) or (y) of paragraph (a) of this
Section 12.

      (3) If indemnification is denied, in whole or part, because of an adverse
finding by the Board in the absence of a judgment or other final adjudication,
or because the Board believes the expenses for which indemnification is
requested to be unreasonable, such action by the Board shall in no way affect
the right of the Indemnified Person to make application therefor in any court
having jurisdiction thereof, and in such action or proceeding the issue shall be
whether the Responsible Person met the standard of conduct set forth in
paragraph (a) of this Section 12, or whether the expenses were reasonable, as
the case may be (not whether the finding of the Board with respect thereto was
correct) and the determination of such issue shall not be affected by the
Board's finding. If the judgment or other final adjudication in such action or
proceeding establishes that the Responsible Person met the standard set forth in
paragraph (a) of this Section 12, or that the disallowed expenses were
reasonable, or to the extent that it does, the Board shall then find such
standard to have been met or the expenses to be reasonable, and shall grant such
indemnification, and shall also grant to the Indemnified Person indemnification
of the expenses incurred by him in connection with the action or proceeding
resulting in the judgment or other final adjudication that such standard of
conduct was met, or if pursuant to such court determination such person is
entitled to less than the full amount of indemnification denied by the
Corporation, the portion of such expenses proportionate to the amount of such
indemnification so awarded.

      (4) A finding by the Board pursuant to this paragraph (c) that the
standard of conduct set forth in paragraph (a) of this Section 12 has been met
shall mean a finding of the Board or shareholders as provided by law.

(d)  Contractual Article.
     --------------------

      This Section 12 shall be deemed to constitute a contract between the
Corporation and each person who is a Responsible Person

3/21/83
<PAGE>
 
                                      (13)


at any time while this Section 12 is in effect.  No repeal or amendment of this
Section 12, insofar as it reduces the extent of the indemnification of any
person who could be a Responsible Person shall without his written consent be
effective as to such person with respect to any event, act or omission occurring
or allegedly occurring prior to (1) the date of such repeal or amendment if on
that date he is not serving in any capacity for which he could be a Responsible
Person, or (2) the thirtieth (30th) day following delivery to him of written
notice of such repeal or amendment as to any capacity in which he is serving on
the date of such repeal or amendment, other than as a director or officer of the
Corporation, for which he could be a Responsible Person, or (3) the later of the
thirtieth (30th) day following delivery to him of such notice or the end of the
term of office (for whatever reason) he is serving as director or officer of the
Corporation when such repeal or amendment is adopted, with respect to being a
Responsible Person in that capacity. No amendment of the Business Corporation
Law shall, insofar as it reduces the permissible extent of the right of
indemnification of a Responsible Person under this Section 12, be effective as
to such person with respect to any event, act or omission occurring or allegedly
occurring prior to the effective date of such amendment irrespective of the date
of any claim or legal action in respect thereto. This Section 12 shall be
binding on any successor to the Corporation, including any corporation or other
entity which acquires all or substantially all of the Corporation's assets.

(e)  Non-exclusivity.
     ----------------

      The indemnification provided by this Section 12 shall not be deemed
exclusive of any other rights to which any person covered hereby may be entitled
other than pursuant to this Section 12. The Corporation is authorized to enter
into agreements with any such person or persons providing them rights to
indemnification or advancement of expenses in addition to the provisions
therefor in this Section 12 to the full extent permitted by law.

Section 13 - Notification of Nominations.*
             ---------------------------  

      Subject to the rights of the holders of any class or series of stock
having a preference over the Common Stock as to dividends or upon liquidation,
nominations for the election of Directors may be made by the Board of Directors
or by any shareholder who is a


3/21/83
*Revised 9/19/94
<PAGE>
 
                                      (14)

shareholder of record at the time of the giving of the notice of nomination
provided for in this Section 13 and who is entitled to vote for the election of
Directors. Any shareholder of record who is or will be entitled to vote for the
election of Directors at a meeting may nominate persons for election as
Directors only if timely written notice of such shareholder's intent to make
such nomination is given to the Secretary. To be timely, a shareholder's notice
must be addressed to the Secretary and delivered to or mailed and received at
the principal executive offices of the Corporation (i) with respect to an
election to be held at an annual meeting of shareholders, not less than 60 days
nor more than 90 days prior to the anniversary date of the immediately preceding
annual meeting; provided, however, that in the event that the date of the annual
                --------  -------                                               
meeting is more than 30 days earlier or more than 60 days later than such
anniversary date, notice by the shareholder to be timely must be so delivered or
received 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 and (ii) with respect to an election to
be held at a special meeting of shareholders for the election of Directors, 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 following the day on which public announcement is first made of the
date of the special meeting and of the nominees to be elected at such meeting.
Each such notice shall set forth: (a) the name and address, as they appear on
the Corporation's books, of the shareholder who intends to make the nomination,
and the name and address of the person or persons to be nominated; (b) the class
and number of shares of the Corporation which are beneficially owned by the
shareholder: (c) a representation that the shareholder is or will be entitled to
vote at the meeting and intends to appear in person (or send a qualified
representative) or by proxy at the meeting to nominate the person or persons
specified in the notice; (d) a description of all arrangements or understandings
between the shareholder and such 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; (e) such other information regarding each nominee
proposed by such shareholder as would have been required to be included in a
proxy statement filed pursuant to the proxy rules of the Securities and Exchange
Commission had each nominee been nominated, or intended to be nominated, by the
Board of Directors; and (f) the consent of each nominee to serve as a Director
of the

3/21/83
<PAGE>
 
                                      (15)


Corporation if so elected. The chairman of the meeting may refuse to acknowledge
the nomination of any person not made after compliance with the foregoing
procedure. Only such persons who are nominated in accordance with the procedures
set forth in this Section 13 shall be eligible to serve as Directors of the
Corporation and any purported nomination or purported election not made in
accordance with the procedures set forth in this Section 13 shall be void.



                                  ARTICLE III


                                  OFFICERS


Section 1 - Officers.
---------------------

      The Board of Directors, as soon as may be practicable after the annual
election of directors, may elect a Chairman of the Board of Directors and shall
elect a President, one or more Vice Presidents (one or more of whom may be
designated Executive Vice President), a Secretary and a Treasurer, and such
other officers as it may determine.  Any two or more offices may be held by the
same person, except the office of President and Secretary.

Section 2 - Term of Office and Removal.
---------------------------------------

      Each officer shall hold office for the term for which each officer is
elected or appointed, and until a successor has been elected or appointed and
qualified.

Section 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 Corporation as set forth in
these By-Laws and as from time to time prescribed by the Board of Directors. To
the extent not set forth in these By-Laws or so prescribed by the Board of
Directors, they shall each have such powers and authority and perform such
duties in the management of the Corporation, subject to the control of the
Board, as generally pertain to their respective offices.


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                                      (16)

      In addition to the powers and authority above, each officer has the powers
and duties set out below.

      (a)  Chairman of the Board of Directors
           ----------------------------------

      The Chairman of the Board of Directors, if such there be, shall preside at
      all meetings of the Board. The Chairman of the Board of Directors may be
      the chief executive officer of the Corporation, and if so designated, may
      preside at all meetings of shareholders.

      (b)  President
           ---------

      The President shall be the chief operating officer and shall have
      responsibility for the general management of the business of the
      Corporation, subject only to the supervision of the Board of Directors,
      the Executive Committee and the Chairman of the Board of Directors, as
      chief executive officer, if such there be.  If there is no Chairman of the
      Board of Directors or if the Chairman of the Board of Directors is not the
      chief executive officer, then the President shall be the chief executive
      officer of the Corporation. The President may preside at all meetings of
      shareholders, when present, and at meetings of the Board of Directors in
      the absence of the Chairman of the Board, if such there be.

      (c)  Executive Vice President
           ------------------------

      The Executive Vice President or the Executive Vice Presidents, if such
      there be, shall assist the President in the management of the Corporation
      and, as may be designated by the Board of Directors, in the event of the
      death, resignation, removal, disability or absence of the President, an
      Executive Vice President shall possess the powers and perform the duties
      of the President for the period of such disability or absence or until the
      Board of Directors elects a President.

      (d)  Vice President
           --------------

      Each Vice President shall assist the President in the management of the
      Corporation and, in the absence or incapacity of the President and
      Executive Vice Presidents,


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                                      (17)

and in order as fixed by the Board, possess the powers and perform the duties of
the President for the period of such absence or incapacity, and shall possess
such other powers and perform such other duties as the Board of Directors may
prescribe.

      (e)  Secretary
           ---------

      The Secretary shall issue notices of all meetings of shareholders and
      directors where notices of such meetings are required by law or these By-
      Laws, and shall keep the minutes of such meetings.  The Secretary shall
      sign such instruments and attest such documents as require signature or
      attestation and affix the corporate seal thereto where appropriate and
      shall possess such other powers and perform such other duties as usually
      pertain to the office or as the Board of Directors may prescribe.

      (f)  Treasurer
           ---------

      The Treasurer shall have general charge of, and be responsible for, the
      fiscal affairs of the Corporation and shall sign all instruments and
      documents as require such signature, and shall possess such other powers
      and perform such other duties as usually pertain to the office or as the
      Board of Directors may prescribe.

      (g)  Assistant Officers
           ------------------

      Any Assistant Officer elected by the Board of Directors shall assist the
      designated officer and shall possess that officer's powers and perform
      that officer's duties as designated by that officer, and shall possess
      such other powers and perform such other duties as the Board of Directors
      may prescribe.

Section 4 - 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 residence addresses.


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                                      (18)


      The Corporation shall also keep at its office in the State of New York or
at the office of its transfer agent or registrar in the State of New York, 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.

Section 5 - 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 facsimile or otherwise
on behalf of the Corporation by such officer or officers or agent or agents as
shall be thereunto authorized from time to time by the Board of Directors.

Section 6 - Voting Shares Held by the Corporation.
--------------------------------------------------

      Either the President or the Secretary may vote shares of stock held by the
Corporation in other corporations and may execute proxies for and on behalf of
the Corporation for such purpose.



                                  ARTICLE IV

           SHARE CERTIFICATES AND LOSS THEREOF - TRANSFER OF SHARES



Section 1 - Form of Share Certificate.
--------------------------------------

      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 if such there be, 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


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                                      (19)

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 such person were such
officer at the date of issue.

Section 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 agents to such extent and in such manner as the Board of
Directors may from time to time prescribe. The Board of Directors, in its
discretion, and as a condition precedent to the issuance of any new certificate,
may require the owner of any certificate alleged to have been lost, stolen or
destroyed to furnish the Corporation with a bond, in such sum and with such
surety or sureties as it may direct, as indemnity against any claim that may be
made against the Corporation in respect of such lost, stolen or destroyed
certificate.

Section 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 the registered
holder's duly authorized attorney, by delivery for cancellation of a certificate
or certificates for the same number of shares, with proper endorsement
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 endorsement may be either in blank or to a specified
person, and shall have affixed thereto all stock transfer stamps required by
law.

      *Except as otherwise provided by law, not more than twenty percent of the
aggregate number of shares of stock of the Corporation outstanding in any class
or series shall at any time be owned of record or beneficially or voted by or
for the account of aliens (as defined below). Shares of stock shall not be
transferable on the books of the Corporation to any alien if, as a


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*Revised 9/19/94
<PAGE>
 
                                      (20)

result of such transfer, the aggregate number of shares of stock in any class or
series owned by or for the account of aliens shall be twenty percent or more of
the number of shares of stock then outstanding in such class or series. The
Board of Directors may make such rules and regulations as it shall deem
necessary or appropriate so that accurate records may be kept of the shares of
stock of the Corporation owned of record or beneficially or voted by or for the
account of aliens or to otherwise enforce the provisions of this Section 3.

      As used in this Section 3, the word "alien" shall mean the following and
their representatives: any individual not a citizen of the United States of
America; a partnership, unless a majority of the partners are non-aliens and a
majority interest in the partnership profits is held by nonaliens; a foreign
government; a corporation, joint-stock company or association organized under
the laws of a foreign country; any other corporation of which any officer or
more than one-fourth of the directors are aliens, or of which more than one-
fourth of any class or series of stock is owned of record or voted by or for the
account of aliens; and any other corporation, joint-stock company or association
controlled directly or indirectly by one or more of the above.



                                   ARTICLE V

                                 OTHER MATTERS



Section 1 - 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 2 - Amendments.
-----------------------

      By-Laws of the Corporation may be amended, repealed or adopted by vote of
the holders of the shares at the time entitled to vote in the election of any
directors.  By-Laws may also be

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                                      (21)


amended, repealed, or adopted by the Board of Directors, but any By-Law adopted
by the Board may be amended or repealed by the shareholders entitled to vote
thereon as hereinabove provided.

      If any By-Law 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 By-
Law so adopted, amended or repealed, together with a concise statement of the
changes made.

 



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