<PAGE>   1




                                                                   EXHIBIT 3(ii)


                        AMERICAN STANDARD COMPANIES INC.






                                 AMENDED BY-LAWS



                        As Adopted on January 4, 1995,
                        as Amended on December 5, 1996
                and February 24, 1997 (effective May 1, 1997)
<PAGE>   2
                        AMERICAN STANDARD COMPANIES INC.

                                 AMENDED BY-LAWS

                                TABLE OF CONTENTS


                                      PAGE
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                                    ARTICLE I

                   STOCKHOLDERS............................................   1

Section 1.1.   Annual Meetings..............................................  1
Section 1.2.   Special Meetings.............................................  1
Section 1.3.   Notice of Meetings; Waiver...................................  2
Section 1.4.   Quorum.......................................................  2
Section 1.5.   Voting.......................................................  2
Section 1.6.   Voting by Ballot.............................................  3
Section 1.7.   Adjournment..................................................  3
Section 1.8.   Proxies......................................................  3
Section 1.9.   Organization; Procedure......................................  4
Section 1.10.  Stockholder Proposals and Nominations
                  of Directors..............................................  4
Section 1.11.  Inspectors of Elections......................................  5
Section 1.12.     Opening and Closing of Polls..............................  6
Section 1.13.  Consent of Stockholders in
                  Lieu of Meeting...........................................  7


                                   ARTICLE II

                   BOARD OF DIRECTORS.......................................  8

Section 2.1.   General Powers...............................................  8
Section 2.2.   Number and Term of Office....................................  8
Section 2.3.   Election of Directors........................................  8
Section 2.4.   Annual and Regular Meetings..................................  9
Section 2.5.   Special Meetings; Notice.....................................  9
Section 2.6.   Quorum; Voting...............................................  10
Section 2.7.   Adjournment..................................................  10
Section 2.8.   Action Without a Meeting.....................................  10
Section 2.9.   Organization.................................................  10
Section 2.10.  Regulations; Manner of Acting................................  10
Section 2.11.  Action by Telephonic Communications..........................  10
Section 2.12.  Resignations.................................................  11
Section 2.13.  Removal of Directors.........................................  11
Section 2.14.  Vacancies and Newly Created
                  Directorships.............................................  11
Section 2.15.  Compensation.................................................  12
Section 2.16.  Reliance on Accounts and Reports, etc........................  12
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                                   ARTICLE III

                                 EXECUTIVE COMMITTEE AND OTHER COMMITTEES..   12

Section 3.1.   How Constituted.............................................   12
Section 3.2.   Powers......................................................   13
Section 3.3.   Proceedings.................................................   14
Section 3.4.   Quorum and Manner of Acting.................................   14
Section 3.5.   Action by Telephonic Communications.........................   14
Section 3.6.   Absent or Disqualified Members..............................   14
Section 3.7.   Resignations................................................   15
Section 3.8.   Removal.....................................................   15
Section 3.9.   Vacancies...................................................   15


                                   ARTICLE IV

                                    OFFICERS...............................   15

Section 4.1.   Number......................................................   15
Section 4.2.   Election....................................................   15
Section 4.3.   Salaries....................................................   16
Section 4.4.   Removal and Resignation; Vacancies..........................   16
Section 4.5.   Authority and Duties of Officers............................   16
Section 4.6.   The President...............................................   16
Section 4.7.   Vice Presidents.............................................   17
Section 4.8.   The Secretary...............................................   17
Section 4.9.   The Treasurer...............................................   18
Section 4.10.  Additional Officers.........................................   19
Section 4.11.  Security....................................................   19

                                    ARTICLE V

                                  CAPITAL STOCK............................   19

Section 5.1.   Certificates of Stock, Uncertificated
                             Shares........................................   19
Section 5.2.   Signatures; Facsimile.......................................   20
Section 5.3.   Lost, Stolen or Destroyed Certificates......................   20
Section 5.4.   Transfer of Stock...........................................   20
Section 5.5.   Record Date.................................................   21
Section 5.6.   Registered Stockholders.....................................   22
Section 5.7.   Transfer Agent and Registrar................................   22
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                                   ARTICLE VI

                                 INDEMNIFICATION...........................   22

Section 6.1.   Nature of Indemnity.........................................   22
Section 6.2.   Successful Defense..........................................   23

Section 6.3.   Determination That Indemnification
                             is Proper.....................................   24
Section 6.4.   Advance Payment of Expenses.................................   24
Section 6.5.   Procedure for Indemnification of
                             Directors and Officers........................   24
Section 6.6.   Survival; Preservation of Other Rights......................   25
Section 6.7.   Insurance...................................................   26
Section 6.8.   Severability................................................   26


                                   ARTICLE VII

                                     OFFICES...............................   26

Section 7.1.   Registered Office...........................................   26
Section 7.2.   Other Offices...............................................   26


                                  ARTICLE VIII

                               GENERAL PROVISIONS..........................   27

Section 8.1.   Dividends...................................................   27
Section 8.2.   Reserves....................................................   27
Section 8.3.   Execution of Instruments....................................   27
Section 8.4.   Corporate Indebtedness......................................   28
Section 8.5.   Deposits....................................................   28
Section 8.6.   Checks......................................................   28
Section 8.7.   Sale, Transfer, etc. of Securities..........................   28
Section 8.8.   Voting as Stockholder.......................................   28
Section 8.9.   Fiscal Year.................................................   29
Section 8.10.  Seal........................................................   29
Section 8.11.  Books and Records; Inspection...............................   29


                                   ARTICLE IX

                          AMENDMENT OF AMENDED BY-LAWS.....................   29

Section 9.1.   Amendment...................................................   29
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                                    ARTICLE X

                                    CONSTRUCTION...........................   30

Section 10.1.  Construction................................................   30
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                        AMERICAN STANDARD COMPANIES INC.

                                 AMENDED BY-LAWS

                          As adopted on January 4, 1995


                                    ARTICLE I

                                  STOCKHOLDERS

      Section 1.1. Annual Meetings. The annual meeting of the stockholders of
the Corporation for the election of Directors and for the transaction of such
other business as properly may come before such meeting shall be held at such
place, either within or without the State of Delaware, and at 10:00 a.m. (local
time) on the first Thursday in May (or, if such day is a legal holiday, then on
the next succeeding business day), or at such other date and hour, as may be
fixed from time to time by resolution of the Board of Directors and set forth in
the notice or waiver of notice of the meeting. [Sections 211(a), (b).(1)

      Section 1.2. Special Meetings. Special meetings of the stockholders may be
called at any time by the (i) Chief Executive Officer or (ii) by the Board of
Directors pursuant to a resolution adopted by a majority of the total number of
authorized Directors or (iii) for purposes of voting on Director nominees
designated by Kelso ASI Partners, L.P. ("ASI Partners") pursuant to the Amended
and Restated Stockholders Agreement, dated as of December 2, 1994, among the
Corporation, ASI Partners and the other stockholders of the Corporation parties
thereto (the "Amended and Restated Stockholders Agreement") or the removal of
Directors designated for nomination by ASI Partners pursuant to the Amended and
Restated Stockholders Agreement, ASI Partners, so long as ASI Partners, together
with its Affiliates (as defined in the Amended and Restated Stockholders
Agreement), owns at least 10% of the outstanding shares of the Common Stock of
the Corporation. Other than as set forth herein, stockholders shall not be able
to call special meetings. Special meetings of the stockholders shall be held at
such places, within or without the State of Delaware, as shall be specified in
the respective notices or waivers of notice thereof. [Section 211(d).]

--------

1. Citations are to the General Corporation Law of the State of Delaware as in
   effect on December 20, 1994 (the "GCL"), and are inserted for reference only,
   and do not constitute a part of the Amended By-Laws.
<PAGE>   7
      Section 1.3. Notice of Meetings; Waiver. The Secretary, Acting Secretary
or any Assistant Secretary shall cause written notice of the place, date and
hour of each meeting of the stockholders, and, in the case of a special meeting,
the purpose or purposes for which such meeting is called, to be given personally
or by mail, not less than ten nor more than sixty days prior to the meeting, to
each stockholder of record entitled to vote at such meeting. If such notice is
mailed, it shall be deemed to have been given to a stockholder when deposited in
the United States mail, postage prepaid, directed to the stockholder at his
address as it appears on the record of stockholders of the Corporation, or, if
he shall have filed with the Secretary or Acting or Assistant Secretary of the
Corporation a written request that notices to him be mailed to some other
address, then directed to him at such other address. Such further notice shall
be given as may be required by law.

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

      Section 1.4. Quorum. Except as otherwise required by law or by the
Restated Certificate of Incorporation, the presence in person or by proxy of the
holders of record of a majority of the shares entitled to vote at a meeting of
stockholders shall constitute a quorum for the transaction of business at such
meeting. [Section 216.]

      Section 1.5. Voting. If, pursuant to Section 5.5 of these Amended By-Laws,
a record date has been fixed, every holder of record of shares entitled to vote
at a meeting of stockholders shall be entitled to one vote for each share
outstanding in his name on the books of the Corporation at the close of business
on such record date, provided, however, that the certificate of designation
pertaining to any series of the Corporation's preferred stock may provide for a
greater number of votes per share of such series. If no record date has been
fixed, then every holder of record of shares entitled to vote at a meeting of
stockholders shall be entitled to one vote (subject to the


                                        2
<PAGE>   8
same proviso as set forth in the immediately preceding sentence) for each share
of stock standing in his name on the books of the Corporation at the close of
business on the day next preceding the day on which notice of the meeting is
given, or, if notice is waived, at the close of business on the day next
preceding the day on which the meeting is held. Except as otherwise required by
law, by the Restated Certificate of Incorporation or by these Amended By-Laws,
the vote of a majority of the shares represented in person or by proxy at any
meeting at which a quorum is present shall be sufficient for the transaction of
any business at such meeting. [Sections 212(a), 216.]

      Section 1.6. Voting by Ballot. No vote of the stockholders need be taken
by written ballot unless otherwise required by law. Any vote which need not be
taken by ballot may be conducted in any manner approved by the meeting.

      Section 1.7. Adjournment. If a quorum is not present at any meeting of the
stockholders, the stockholders present in person or by proxy shall have the
power to adjourn any such meeting from time to time until a quorum is present.
Notice of any adjourned meeting of the stockholders of the Corporation need not
be given if the place, date and hour thereof are announced at the meeting at
which the adjournment is taken, provided, however, that if the adjournment is
for more than thirty days, or if after the adjournment a new record date for the
adjourned meeting is fixed pursuant to Section 5.5 of these Amended By-Laws, a
notice of the adjourned meeting, conforming to the requirements of Section 1.3
hereof, shall be given to each stockholder of record entitled to vote at such
meeting. At any adjourned meeting at which a quorum is present, any business may
be transacted that might have been transacted on the original date of the
meeting. [Section 222(c).]

      Section 1.8. Proxies. Any stockholder entitled to vote at any meeting of
the stockholders or to express consent to or dissent from corporate action
without a meeting may authorize another person or persons to vote at any such
meeting and express such consent or dissent for him by proxy. A stockholder may
authorize a valid proxy by executing a written instrument signed by such
stockholder, or by causing his or her signature to be affixed to such writing by
any reasonable means including, but not limited to, by facsimile signature, or
by transmitting or authorizing the transmission of a telegram, cablegram or
other means of electronic transmission to the person designated as the holder of
the proxy, a proxy solicitation firm or a like authorized agent. No such proxy
shall be voted or acted upon after the expiration of three years from


                                        3
<PAGE>   9
the date of such proxy, unless such proxy provides for a longer period. Every
proxy shall be revocable at the pleasure of the stockholder executing it, except
in those cases where applicable law provides that a proxy shall be irrevocable.
A stockholder may revoke any proxy which is not irrevocable by attending the
meeting and voting in person or by filing an instrument in writing revoking the
proxy or by filing another duly executed proxy bearing a later date with the
Secretary. Proxies by telegram, cablegram or other electronic transmission must
either set forth or be submitted with information from which it can be
determined that the telegram, cablegram or other electronic transmission was
authorized by the stockholder. Any copy, facsimile telecommunication or other
reliable reproduction of a writing or transmission created pursuant to this
section may be substituted or used in lieu of the original writing or
transmission for any and all purposes for which the original writing or
transmission could be used, provided that such copy, facsimile telecommunication
or other reproduction shall be a complete reproduction of the entire original
writing or transmission. [Sections 212(b), (c), (d), (e).]

      Section 1.9. Organization; Procedure. At every meeting of stockholders the
presiding officer shall be the President or, in the event of his absence or
disability, any Vice President or a presiding officer chosen by a majority of
the stockholders present in person or by proxy. The Secretary or Acting
Secretary, or in the event of his absence or disability, the Assistant
Secretary, if any, or if there be no Assistant Secretary, in the absence of the
Secretary or Acting Secretary, an appointee of the presiding officer, shall act
as Secretary of the meeting. The order of business and all other matters of
procedure at every meeting of stockholders may be determined by such presiding
officer.

      Section 1.10. Stockholder Proposals and Nominations of Directors.
Nominations for election to the Board of Directors of the Corporation at a
meeting of the stockholders may be made by the Board of Directors, or on behalf
of the Board of Directors by a Nominating Committee appointed by the Board of
Directors, or (subject to compliance with the remainder of this section) by any
stockholder of the Corporation entitled to vote for the election of Directors at
such meeting. Any nominations, other than those made by or on behalf of the
Board of Directors or any such Nominating Committee, and any proposal by any
stockholder to transact any corporate business at an annual or special
stockholders meeting, shall be made by written notice, mailed by certified mail,
to the Secretary of the Corporation and (i) in the case of an annual meeting,


                                        4
<PAGE>   10
received no later than 50 days prior to the date of the annual meeting;
provided, however, that if less than 50 days' advance notice of a meeting of
stockholders is given to the stockholders, such advance notice of proposed
business or nomination by such stockholder shall have been made or delivered to
the Secretary or Acting Secretary of the Corporation not later than the close of
business on the seventh day following the day on which the written notice of a
meeting was mailed, and (ii) in the case of a special meeting of stockholders,
received not later than the close of business on the tenth day following the day
on which written notice of the date of the meeting was mailed or public
disclosure of the date of the meeting was made, whichever occurs first; and
provided, further, that the foregoing advance notice requirements applicable to
stockholder proposals and nominations of Directors shall not apply to ASI
Partners, so long as ASI Partners, together with its Affiliates, owns at least
10% of the outstanding shares of the Common Stock of the Corporation.
Notwithstanding the foregoing, the inclusion of stockholder proposals in proxy
materials prepared by the Corporation shall be governed by Rule 14a-8 under the
Securities Exchange Act of 1934, as amended. The form of written notice of
Director nominations by a stockholder or stockholders shall set forth as to each
proposed nominee who is not an incumbent Director (i) the name, age, business
address, and if known, residence address of each nominee proposed in such
notice, (ii) the principal occupation or employment of each such nominee, (iii)
the number of shares of stock of the Corporation which are beneficially owned by
each such nominee and the nominating stockholder, and (iv) any other information
concerning the nominee that must be disclosed regarding nominees in proxy
solicitations pursuant to Section 14(a) of the Securities Exchange Act of 1934,
as amended, and the rules under such section.

      The Chairman of the Board, or in his absence the President, any Vice
President or the Secretary or Acting Secretary, may, if the facts warrant,
determine and declare to the meeting of stockholders that a nomination or a
proposal made by a stockholder was not made in accordance with the foregoing
procedure and that the defective nomination or proposal shall be disregarded.

      Section 1.11. Inspectors of Elections. Preceding any meeting of the
stockholders, the Board of Directors shall appoint one or more persons to act as
Inspectors of Elections, and may designate one or more alternate inspectors. In
the event no inspector or alternate is able to act, the person presiding at the
meeting shall appoint one or more inspectors to act at the meeting. Each
inspector, before entering upon the discharge of the duties of an


                                        5
<PAGE>   11
inspector, shall take and sign an oath faithfully to execute the duties of
inspector with strict impartiality and according to the best of his or her
ability. The inspector shall:

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

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

            (c) count all votes and ballots;

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

            (e) certify his or her determination of the number of shares
represented at the meeting, and his or her count of all votes and ballots.

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

      When determining the shares represented and the validity of proxies and
ballots, the inspector shall be limited to an examination of the proxies, any
envelopes submitted with those proxies, any information provided in accordance
with Section 1.8 of these Amended By-Laws, ballots and the regular books and
records of the Corporation. The inspector may consider other reliable
information for the limited purpose of reconciling proxies and ballots submitted
by or on behalf of banks, brokers or their nominees or a similar person which
represent more votes than the holder of a proxy is authorized by the record
owner to cast or more votes than the stockholder holds of record. If the
inspector considers other reliable information as outlined in this section, the
inspector, at the time of his or her certification pursuant to (e) of this
section shall specify the precise information considered, the person or persons
from whom the information was obtained, when this information was obtained, the
means by which the information was obtained, and the basis for the inspector's
belief that such information is accurate and reliable. [Sections 231(a), (b),
(d).]

      Section 1.12. Opening and Closing of Polls. The date and time for the
opening and the closing of the polls for each matter to be voted upon at a
meeting of stock holders shall be announced at the meeting. The inspector of


                                        6
<PAGE>   12
the election shall be prohibited from accepting any ballots, proxies or votes
nor any revocations thereof or changes thereto after the closing of the polls,
unless the Court of Chancery upon application by a stockholder shall determine
otherwise. [Section 231(c).]

      Section 1.13. Consent of Stockholders in Lieu of Meeting. Any action
required or permitted to be taken by the stockholders of the Corporation must be
effected at a duly called annual or special meeting of the stockholders of the
Corporation, and the ability of stockholders to consent in writing to the taking
of any action is hereby specifically denied, provided, however, that so long as
ASI Partners, together with its Affiliates, owns at least 10% of the outstanding
shares of the Common Stock of the Corporation, stockholder action may be taken
by written consent in order to vote on Director nominees designated by ASI
Partners pursuant to the Amended and Restated Stockholders Agreement or the
removal of Directors designated for nomination by ASI Partners pursuant to the
Amended and Restated Stockholders Agreement. The preceding sentence shall take
effect on the day following the closing date of the Corporation's initial
underwritten public offering of Common Stock. Every written consent permitted by
this section shall be delivered to the Corporation by delivery to its registered
office in the State of Delaware, its principal place of business, or an officer
or agent of the Corporation having custody of the book in which proceedings of
meetings of stockholders are recorded. Delivery made to the Corporation's
registered office shall be by hand or by certified or registered mail, return
receipt requested.

      Every written consent permitted by this section shall bear the date of
signature of each stockholder who signs the consent and no written consent shall
be effective to take the corporate action referred to therein unless, within
sixty days of the earliest dated consent delivered in the manner required by law
to the Corporation, written consents signed by a sufficient number of holders
to take action are delivered to the Corporation by delivery to its registered
office in the State of Delaware, its principal place of business, or an officer
or agent of the Corporation having custody of the book in which proceedings of
meetings of stockholders are recorded. Delivery made to the Corporation's
registered office shall be by hand or by certified or registered mail, return
receipt requested. Prompt notice of the taking of the corporate action without a
meeting by less than unanimous written consent shall be given to those
stockholders who have not so consented in writing. [Section 228(a), (c), (d).]


                                        7
<PAGE>   13
                                   ARTICLE II

                               BOARD OF DIRECTORS

      Section 2.1. General Powers. Except as may otherwise be provided by law,
by the Restated Certificate of Incorporation or by these Amended By-Laws, the
business and affairs of the Corporation shall be managed by or under the
direction of the Board of Directors which may exercise all such powers of the
Corporation. [Section 141(a).]

      Section 2.2. Number and Term of Office. The number of Directors
constituting the entire Board of Directors shall be nine (9), which number may
be modified from time to time by resolution of the Board of Directors, but in no
event shall the number of Directors be less than three (3) or greater than
twenty-one (21). Each Director (whenever elected) shall hold office until his
successor has been duly elected and qualified, or until his earlier death,
resignation or removal. If the number of Directors is changed, any increase or
decrease shall be apportioned among the classes so as to maintain or attain a
number of Directors in each class as nearly equal as reasonably possible, but no
decrease in the number of Directors may shorten the term of any incumbent
Director.

      Section 2.3. Election of Directors. The members of the Board of Directors
elected by the holders of the Common Stock of the Corporation shall be divided
at the annual meeting of stockholders to be held in 1995 into three classes,
designated Classes I, II and III, which shall be as nearly equal in number as
possible. At the annual meeting of stockholders in 1995, Directors of Class I
shall be elected to hold office for a term expiring at the annual meeting of
stockholders to be held in 1996, Directors of Class II shall be elected to hold
office for a term expiring at the annual meeting of stockholders to be held in
1997 and Directors of Class III shall be elected to hold office for a term
expiring at the annual meeting of stockholders to be held in 1998. At each
succeeding annual meeting of stockholders following such initial classification
and election, the respective successors of Directors whose terms are expiring
shall be elected for terms expiring at the annual meeting of stockholders held
in the third succeeding year. If the annual meeting of stockholders for the
election of Directors is not held on the date designated there for, the
Directors shall cause the meeting to be held as soon thereafter as convenient.
At each meeting of the stockholders for the election of Directors, provided a
quorum is present, the Directors shall be elected by a plurality of the votes
validly cast in such election. Notwithstanding the foregoing, the election,
term, removal and


                                        8
<PAGE>   14
filling of vacancies with respect to Directors elected separately by the holders
of one or more series of Preferred Stock of the Corporation shall not be
governed by this Article II, but rather shall be as provided for in the
resolutions adopted by the Board of Directors creating and establishing such
series of Preferred Stock. [Sections 141(d), 211(b), (c), 216.]

      Section 2.4. Annual and Regular Meetings. The annual meeting of the Board
of Directors for the purpose of electing officers and for the transaction of
such other business as may come before the meeting shall be held as soon as
possible following adjournment of the annual meeting of the stockholders at the
place of such annual meeting of the stockholders. Notice of such annual meeting
of the Board of Directors need not be given. The Board of Directors from time
to time may by resolution provide for the holding of regular meetings and fix
the place (which may be within or without the State of Delaware) and the date
and hour of such meetings. Notice of regular meetings need not be given,
provided, however, that if the Board of Directors shall fix or change the time
or place of any regular meeting, notice of such action shall be mailed
promptly, or sent by facsimile transmission or telegram, to each Director who
shall not have been present at the meeting at which such action was taken,
addressed to him at his usual place of business, or shall be delivered to him
personally. Notice of such action need not be given to any Director who attends
the first regular meeting after such action is taken without protesting the lack
of notice to him, prior to or at the commencement of such meeting, or to any
Director who submits a signed waiver of notice, whether before or after such
meeting. [Section 141(g).]

Section 2.5. Special Meetings; Notice. Special meetings of the Board of
Directors shall be held whenever called by the President or, in the event of his
absence or disability, by any Vice President or by the Secretary or Acting
Secretary, at such place (within or without the State of Delaware), date and
hour as may be specified in the respective notices or waivers of notice of such
meetings. Special meetings of the Board of Directors may be called on 24 hours'
notice, if notice is given to each Director personally or by telephone,
telegram, facsimile or other electronic means of transmission, or on five days'
notice, if notice is mailed to each Director, addressed to him at his usual
place of business. Notice of any special meeting need not be given to any
Director who attends such meeting without protesting the lack of notice to him,
prior to or at the commencement of such meeting, or to any Director who submits
a signed waiver of notice, whether before or after


                                        9
<PAGE>   15
such meeting, and any business may be transacted thereat. 
[Sections 141(g), 229.]

      Section 2.6. Quorum; Voting. At all meetings of the Board of Directors,
the presence of a majority of the total authorized number of Directors shall
constitute a quorum for the transaction of business. Except as otherwise
required by law, the Restated Certificate of Incorporation or these Amended
By-Laws, the vote of a majority of the Directors present at any meeting at which
a quorum is present shall be the act of the Board of Directors. [Section
141(b).]

      Section 2.7. Adjournment. A majority of the Directors present, whether or
not a quorum is present, may adjourn any meeting of the Board of Directors to
another time or place. No notice need be given of any adjourned meeting unless
the time and place of the adjourned meeting are not announced at the time of
adjournment, in which case notice conforming to the requirements of Section 2.5
shall be given to each Director.

      Section 2.8. Action Without a Meeting. Any action required or permitted
to be taken at any meeting of the Board of Directors may be taken without a
meeting if all members of the Board of Directors consent thereto in writing,
and such writing or writings are filed with the minutes of proceedings of the
Board of Directors. [Section 141(f).]

      Section 2.9. Organization. Meetings of the Board of Directors shall be
presided over by the Chairman of the Board or, in his absence or if such office
is vacant, by the President, or in their absence by a chairman chosen at the
meeting. The Secretary or Acting Secretary shall act as secretary of the
meeting, but in his absence the chairman of the meeting may appoint any person
to act as secretary of the meeting.

      Section 2.10. Regulations; Manner of Acting. To the extent consistent with
applicable law, the Restated Certificate of Incorporation and these Amended
By-Laws, the Board of Directors may adopt such rules and regulations for the
conduct of meetings of the Board of Directors and for the management of the
property, affairs and business of the Corporation as the Board of Directors may
deem appropriate. The Directors shall act only as a Board, and the individual
Directors shall have no power as such.

      Section 2.11. Action by Telephonic Communications. Members of the Board
of Directors may participate in a meeting of the Board of Directors by means of
conference telephone or similar communications equipment by means of

                                       10
<PAGE>   16
which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this provision shall constitute presence
in person at such meeting. [Section 141(i).]

      Section 2.12. Resignations. Any Director may resign at any time by
delivering a written notice of resignation, signed by such Director, to the
President or the Secretary or Acting Secretary. Unless otherwise specified
therein, such resignation shall take effect upon delivery. [Section 141(b).]

      Section 2.13. Removal of Directors. A Director may be removed only for
cause, upon the affirmative vote of the holders of a majority of the outstanding
shares of stock of the Corporation then entitled to vote at an election of
Directors, cast at a special meeting of stockholders called for the purpose or
at an annual meeting; provided, however, that so long as ASI Partners, together
with its Affiliates, owns at least 35% of the outstanding Common Stock of the
Corporation, Directors (including, without limitation, any Director elected
pursuant to Section 2.14) may be removed upon receipt of the requisite vote of
stockholders with or without cause. Any vacancy in the Board of Directors caused
by any such removal may be filled at any such meeting by the stockholders
entitled to vote for the election of the Director so removed. So long as ASI
Partners, together with its Affiliates, owns at least 10% of the outstanding
shares of Common Stock of the Corporation ASI Partners shall be entitled to
either (i) call a special meeting of stockholders or (ii) notwithstanding
anything contained in these Amended By-Laws to the contrary, request that the
stockholders act by written consent, to vote on the election of Director
nominees designated by ASI Partners pursuant to the Amended and Restated
Stockholders Agreement or the removal of Directors designated for nomination by
ASI Partners pursuant to the Amended and Restated Stockholders Agreement.
Notwithstanding the foregoing, the election, term, removal and filling of
vacancies with respect to Directors elected separately by the holders of one or
more series of Preferred Stock of the Corporation shall not be governed by this
Article II, but rather shall be as provided for in the Preferred Stock
certificate of designation creating and establishing such series of Preferred
Stock. [Section 141(k).]

      Section 2.14. Vacancies and Newly Created Directorships. If any vacancies
shall occur in the Board of Directors, by reason of death, resignation, removal
(and the stockholders shall not have filled such vacancy as provided in Section
2.13 above) or otherwise, or if the authorized number of Directors shall be
increased, the Directors then

                                       11
<PAGE>   17
in office shall continue to act, and such vacancies or newly created
directorships, as the case may be, may be filled by a majority of Directors then
in office, although less than a quorum, provided that so long as ASI Partners,
together with its Affiliates, owns at least 10% of the outstanding shares of the
Common Stock of the Corporation, ASI Partners shall have the exclusive right,
exercisable at any time, to designate for nomination for election by such
remaining Directors an individual to fill any vacancy created by removal or
death of or resignation of a Director designated for nomination by ASI Partners
pursuant to the Amended and Restated Stockholders Agreement and Directors not
affiliated with ASI Partners shall similarly have the exclusive right,
exercisable at any time, to designate for nomination for election by such
remaining Directors an individual to fill any vacancy created by removal or
death of or resignation of a Director designated for election by such
non-affiliated Directors pursuant to the Amended and Restated Stockholders
Agreement. A Director elected by the Directors pursuant to this Section 2.14 to
fill a vacancy or a newly created directorship shall hold office until his
successor has been elected and qualified or until his earlier death, resignation
or removal. [Section 223.]

      Section 2.15. Compensation. The amount, if any, which each Director shall
be entitled to receive as compensation for his services as such shall be fixed
from time to time by resolution of the Board of Directors. [Section 141(h).]

      Section 2.16. Reliance on Accounts and Reports, etc. A Director, or a
member of any Committee designated by the Board of Directors shall, in the
performance of his duties, be fully protected in relying in good faith upon the
records of the Corporation and upon information, opinions, reports or statements
presented to the Corporation by any of the Corporation's officers or employees,
or Committees designated by the Board of Directors, or by any other person as to
the matters the member reasonably believes are within such other person's
professional or expert competence and who has been selected with reasonable care
by or on behalf of the Corporation. [Section 141(e).]


                                   ARTICLE III

                    EXECUTIVE COMMITTEE AND OTHER COMMITTEES

      Section 3.1. How Constituted. The Board of Directors may, by resolution
adopted by a majority of the whole Board, designate one or more Committees,
including an Executive Committee, each such Committee to consist of such 


                                       12
<PAGE>   18
number of Directors as from time to time may be fixed by the Board of Directors.
The Board of Directors may designate one or more Directors as alternate members
of any such Committee, who may replace any absent or disqualified member or
members at any meeting of such Committee. Thereafter, members (and alternate
members, if any) of each such Committee may be designated at the annual meeting
of the Board of Directors. Any such Committee may be abolished or re-designated
from time to time by the Board of Directors. Each member (and each alternate
member) of any such Committee (whether designated at an annual meeting of the
Board of Directors or to fill a vacancy or otherwise) shall hold office until
his successor shall have been designated or until he shall cease to be a
Director, or until his earlier death, resignation or removal. [Section 141(c).]

      Section 3.2. Powers. During the intervals between the meetings of the
Board of Directors, the Executive Committee, except as otherwise provided in
this section, shall have and may exercise all the powers and authority of the
Board of Directors in the management of the property, affairs and business of
the Corporation, including the power to declare dividends and to authorize the
issuance of stock. Each such other Committee, except as otherwise provided in
this section, shall have and may exercise such powers of the Board of Directors
as may be provided by resolution or resolutions of the Board of Directors.
Neither the Executive Committee nor any such other Committee shall have the
power or authority:

            (a) to amend the Restated Certificate of Incorporation (except that
      a Committee may, to the extent authorized in the resolution or resolutions
      providing for the issuance of shares of stock adopted by the Board of
      Directors as provided in Section 151(a) of the Delaware General
      Corporation Law, fix the designations and any of the preferences or rights
      of such shares relating to dividends, redemption, dissolution, any
      distribution of assets of the Corporation or the conversion into, or the
      exchange of such shares for, shares of any other class or classes or any
      other series of the same or any other class or classes of stock of the
      Corporation or fix the number of shares of any series of stock or
      authorize the increase or decrease of the shares of any series),

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

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


                                       13
<PAGE>   19
            (d) to recommend to the stockholders a dissolution of the
      Corporation or a revocation of a dissolution, or

            (e) to amend the Amended By-Laws of the Corporation.

The Executive Committee shall have, and any such other Committee may be granted
by the Board of Directors, power to authorize the seal of the Corporation to be
affixed to any or all papers which may require it. [Section 141(c).]

      Section 3.3. Proceedings. Each such Committee may fix its own rules of
procedure and may meet at such place (within or without the State of Delaware),
at such time and upon such notice, if any, as it shall determine from time to
time. Each such Committee shall keep minutes of its proceedings and shall report
such proceedings to the Board of Directors at the meeting of the Board of
Directors next following any such proceedings.

      Section 3.4. Quorum and Manner of Acting. Except as may be otherwise
provided in the resolution creating such Committee, at all meetings of any
Committee the presence of members (or alternate members) constituting a majority
of the total authorized membership of such Committee shall constitute a quorum
for the transaction of business. The act of the majority of the members present
at any meeting at which a quorum is present shall be the act of such Committee.
Any action required or permitted to be taken at any meeting of any such
Committee may be taken without a meeting, if all members of such Committee
shall consent to such action in writing and such writing or writings are filed
with the minutes of the proceedings of the Committee. The members of any such
Committee shall act only as a Committee, and the individual members of such
Committee shall have no power as such. [Section 141(c), (f).]

      Section 3.5. Action by Telephonic Communications. Members of any Committee
designated by the Board of Directors may participate in a meeting of such
Committee by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and participation in a meeting pursuant to this provision shall constitute
presence in person at such meeting. [Section 141(i).]

      Section 3.6. Absent or Disqualified Members. In the absence or
disqualification of a member of any Committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint another member


                                       14
<PAGE>   20
of the Board of Directors to act at the meeting in the place of any such absent
or disqualified member. [Section 141(c).]

      Section 3.7. Resignations. Any member (and any alternate member) of any
Committee may resign at any time by delivering a written notice of resignation,
signed by such member, to the Chairman or the President. Unless otherwise
specified therein, such resignation shall take effect upon delivery.

      Section 3.8. Removal. Any member (and any alternate member) of any
Committee may be removed at any time, either for or without cause, by resolution
adopted by a majority of the whole Board of Directors.

      Section 3.9. Vacancies. If any vacancy shall occur in any Committee, by
reason of disqualification, death, resignation, removal or otherwise, the
remaining members (and any alternate members) shall continue to act, and any
such vacancy may be filled by the Board of Directors.


                                   ARTICLE IV

                                    OFFICERS

      Section 4.1. Number. The officers of the Corporation shall be chosen by
the Board of Directors and shall be a President, one or more Vice Presidents, a
Secretary, a Controller, a General Auditor and a Treasurer, and it may, if it so
determines, elect a Chairman of the Board of Directors from among its members.
The Board of Directors also may elect a Vice Chairman and one or more Acting or
Assistant Secretaries, Assistant Controllers and Assistant Treasurers in such
numbers as the Board of Directors may determine. Any number of offices may be
held by the same person, except that neither the Chairman of the Board of
Directors nor the President shall also hold the office of Secretary. No officer,
other than the Chairman or Vice Chairman, need be a Director of the Corporation.
[Section 142(a), (b).]

      Section 4.2. Election. Unless otherwise determined by the Board of
Directors, the officers of the Corporation shall be elected by the Board of
Directors at the annual meeting of the Board of Directors, and shall be elected
to hold office until the next succeeding annual meeting of the Board of
Directors. In the event of the failure to elect officers at such annual meeting,
officers may be elected at any regular or special meeting of the


                                       15
<PAGE>   21
Board of Directors. Each officer shall hold office until his successor has been
elected and qualified, or until his earlier death, resignation or removal.
[Section 142(b).]

      Section 4.3. Salaries. The salaries of all officers and agents of the
Corporation shall be fixed by the Board of Directors.

      Section 4.4. Removal and Resignation; Vacancies. Any officer may be
removed for or without cause at any time by the Board of Directors. Any officer
may resign at any time by delivering a written notice of resignation, signed by
such officer, to the Board of Directors or the President or the Secretary or
Acting Secretary. Unless otherwise specified therein, such resignation shall
take effect upon delivery. Any vacancy occurring in any office of the
Corporation, by death, resignation, removal or otherwise, shall be filled by the
Board of Directors. [Section 142(b), (e).]

      Section 4.5. Authority and Duties of Officers. The officers of the
Corporation shall have such authority and shall exercise such powers and perform
such duties as may be specified in these Amended By-Laws, except that in any
event each officer shall exercise such powers and perform such duties as may be
required by law. [Section 142(a).]

      Section 4.6. The President. The President shall preside at all meetings of
the stockholders and Directors at which he is present in the absence of the
Chairman or Vice Chairman, shall be the chief executive officer and the chief
operating officer of the Corporation, shall have general control and supervision
of the policies and operations of the Corporation and shall see that all orders
and resolutions of the Board of Directors are carried into effect. He shall
manage and administer the Corporation's business and affairs and shall also
perform all duties and exercise all powers usually pertaining to the office of a
chief executive officer and a chief operating officer of a corporation. He shall
have the authority to sign, in the name and on behalf of the Corporation,
checks, orders, contracts, leases, notes, drafts and other documents and
instruments in connection with the business of the Corporation, and together
with the Secretary or an Acting or Assistant Secretary, conveyances of real
estate and other documents and instruments to which the seal of the Corporation
is affixed. He shall have the authority to cause the employment or appointment
of such employees and agents of the Corporation as the conduct of the business
of the Corporation may require, to fix their compensation, and to remove or
suspend any employee or agent elected or ap-


                                       16
<PAGE>   22
pointed by the President or the Board of Directors. The President shall perform
such other duties and have such other powers as the Board of Directors or the
Chairman may from time to time prescribe.

      Section 4.7. Vice Presidents. Each Vice President shall perform such
duties and exercise such powers as may be assigned to him from time to time by
the President. In the absence of the President, the duties of the President
shall be performed and his powers may be exercised by such Vice President as
shall be designated by the President, or failing such designation, such duties
shall be performed and such powers may be exercised by each Vice President in
the order of their earliest election to that office, subject in any case to
review and superseding action by the President.

      Section 4.8. The Secretary. The Secretary shall have the following powers
and duties:

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

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

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

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

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

            (f) He shall have charge of the stock books and ledgers of the
      Corporation and shall cause the stock and transfer books to be kept in
      such manner as to show at any time the number of shares of stock of the
      Corpo-


                                       17
<PAGE>   23
      ration of each class issued and outstanding, the names (arranged
      alphabetically or chronologically) and the addresses of the holders of
      record of such shares, the number of shares held by each holder and the
      date as of which each became such holder of record.

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

            (h) He shall perform, in general, all duties incident to the office
      of Secretary and such other duties as may be specified in these Amended
      By-Laws or as may be assigned to him from time to time by the Board of
      Directors, or the President.

      Section 4.9. The Treasurer. The Treasurer shall have the following powers
and duties:

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

            (b) He shall cause the moneys and other valuable effects of the
      Corporation to be deposited in the name and to the credit of the
      Corporation in such banks or trust companies or with such bankers or other
      depositaries as shall be selected in accordance with Section 8.5 of
      these Amended By-Laws.

            (c) He shall cause the moneys of the Corporation to be disbursed by
      checks or drafts (signed as provided in Section 8.6 of these Amended
      By-Laws) upon the authorized depositaries of the Corporation and cause to
      be taken and preserved proper vouchers for all moneys disbursed.

            (d) He shall render to the Board of Directors or the President,
      whenever requested, a statement of the financial condition of the
      Corporation and of all his transactions as Treasurer, and render a full
      financial report at the annual meeting of the stockholders, if called upon
      to do so.

            (e) He shall be empowered from time to time to require from all
      officers or agents of the Corporation reports or statements giving such
      information as he may


                                       18
<PAGE>   24
      desire with respect to any and all financial transactions of the
      Corporation.

            (f) He may sign (unless an Assistant Treasurer or the Secretary or
      an Acting or Assistant Secretary shall have signed) certificates
      representing stock of the Corporation the issuance of which shall have
      been authorized by the Board of Directors.

            (g) He shall perform, in general, all duties incident to the office
      of treasurer and such other duties as may be specified in these Amended
      By-Laws or as may be assigned to him from time to time by the Board of
      Directors, or the President.

      Section 4.10. Additional Officers. The Board of Directors may appoint such
other officers and agents as it may deem appropriate, and such other officers
and agents and the officers specified in Section 4.1 hereof not covered in
Sections 4.6 through 4.9 hereof shall hold their offices for such terms and
shall exercise such powers and perform such duties as generally pertain to their
respective offices, as well as such powers and duties as from time to time may
be authorized or prescribed by the Board of Directors. The Board of Directors
from time to time may delegate to any officer or agent the power to appoint
subordinate officers or agents and to prescribe their respective rights, terms
of office, authorities and duties. Any such officer or agent may remove any such
subordinate officer or agent appointed by him, for or without cause. [Section
142(a), (b).]

      Section 4.11. Security. The Board of Directors may require any officer,
agent or employee of the Corporation to provide security for the faithful
performance of his duties, in such amount and of such character as may be
determined from time to time by the Board of Directors. [Section 142(c).]


                                    ARTICLE V

                                  CAPITAL STOCK

      Section 5.1. Certificates of Stock, Uncertificated Shares. The shares of
the Corporation shall be represented by certificates, provided that the Board of
Directors may provide by resolution or resolutions that some or all of any or
all classes or series of the stock of the Corporation, or rights associated
therewith shall be uncertificated shares. Any such resolution shall not apply to
shares represented by a certificate until each


                                       19
<PAGE>   25
certificate is surrendered to the Corporation. Notwithstanding the adoption of
such a resolution by the Board of Directors, every holder of stock in the
Corporation represented by certificates and upon request every holder of
uncertificated shares shall be entitled to have a certificate signed by, or in
the name of the Corporation, by the Chairman, President or a Vice President, and
by the Treasurer or an Assistant Treasurer, or the Secretary or an Acting or
Assistant Secretary, representing the number of shares registered in certificate
form. Such certificate shall be in such form as the Board of Directors may
determine, to the extent consistent with applicable law, the Restated
Certificate of Incorporation and these Amended By-Laws. [Section 158.]

      Section 5.2. Signatures; Facsimile. All of such signatures on the
certificate may be a facsimile, engraved or printed, to the extent permitted by
law. In case any officer, transfer agent or registrar who has signed, or whose
facsimile signature has been placed upon a certificate shall have ceased to be
such officer, transfer agent or registrar before such certificate is issued, it
may be issued by the Corporation with the same effect as if he were such
officer, transfer agent or registrar at the date of issue. [Section 158.]

      Section 5.3. Lost, Stolen or Destroyed Certificates. The Board of
Directors may direct that a new certificate be issued in place of any
certificate theretofore issued by the Corporation alleged to have been lost,
stolen or destroyed, upon delivery to the Board of Directors of an affidavit of
the owner or owners of such certificate, setting forth such allegation. The
Board of Directors may require the owner of such lost, stolen or destroyed
certificate, or his legal representative, to give the Corporation a bond
sufficient to indemnify it against any claim that may be made against it on
account of the alleged loss, theft or destruction of any such certificate or the
issuance of any such new certificate. [Section 167.]

      Section 5.4. Transfer of Stock. Upon surrender to the Corporation or the
transfer agent of the Corporation of a certificate for shares, duly endorsed or
accompanied by appropriate evidence of succession, assignment or authority to
transfer, the Corporation shall issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
Within a reasonable time after the transfer of uncertificated stock, the
Corporation shall send to the registered owner thereof a written notice
containing the information required to be set forth or stated on certificates
pursuant to Sections 151, 156, 202(a) or 218(a) of the General Corporation Law
of the

                                       20
<PAGE>   26
State of Delaware. Subject to the provisions of the Restated Certificate of
Incorporation and these Amended By-Laws, the Board of Directors may prescribe
such additional rules and regulations as it may deem appropriate relating to the
issue, transfer and registration of shares of the Corporation. [Section
151(f).]

      Section 5.5. Record Date. In order to determine the stockholders entitled
to notice of or to vote at any meeting of stockholders or any adjournment
thereof, or entitled to express consent to corporate action in writing without
a meeting, or entitled to receive payment of any dividend or other distribution
or allotment of any rights, or entitled to exercise any rights in respect of any
change, conversion or exchange of stock or for the purpose of any other lawful
action, the Board of Directors may fix, in advance, a record date, which record
date shall not precede the date on which the resolution fixing the record date
is adopted by the Board of Directors, and which shall not be more than sixty nor
less than ten days before the date of such meeting. A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the Board of Directors may fix a new record date for the adjourned meeting.

      In order that the Corporation may determine the stockholders entitled
pursuant to these Amended By-Laws to consent to corporate action in writing
without a meeting, the Board of Directors may fix a record date, which record
date shall not precede the date upon which the resolution fixing the record date
is adopted by the Board of Directors, and which date shall not be more than ten
days after the date upon which the resolution fixing the record date is adopted
by the Board of Directors. If no record date has been fixed by the Board of
Directors, the record date for determining stockholders entitled to consent to
corporate action in writing without a meeting, when no prior action by the Board
of Directors is required by law, shall be the first date on which a signed
written consent setting forth the action taken or proposed to be taken is
delivered to the Corporation by delivery to its registered office in the State
of Delaware, its principal place of business, or an officer or agent of the
Corporation having custody of the book in which proceedings of meetings of
stockholders are recorded. Delivery made to the Corporation's registered office
shall be by hand or by certified or registered mail, return receipt requested.
If no record date has been fixed by the Board of Directors and prior action by
the Board of Directors is required by law, the record date for determining
stockholders entitled to consent to corporate action in writing without a
meeting shall be at the close of


                                       21
<PAGE>   27
business on the day on which the Board of Directors adopts the resolution taking
such prior action.

      In order that the Corporation may determine the stockholders entitled to
receive payment of any dividend or other distribution or allotment of any rights
of the stockholders entitled to exercise any rights in respect of any change,
conversion or exchange of stock, or for the purpose of any other lawful action,
the Board of Directors may fix a record date, which record date shall not
precede the date upon which the resolution fixing the record date is adopted,
and which record date shall be not more than sixty days prior to such action. If
no record date is fixed, the record date for determining stockholders for any
such purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto. [Section 213.]

      Section 5.6. Registered Stockholders. Prior to due surrender of a
certificate for registration of transfer, the Corporation may treat the
registered owner as the person exclusively entitled to receive dividends and
other distributions, to vote, to receive notice and otherwise to exercise all
the rights and powers of the owner of the shares represented by such
certificate, and the Corporation shall not be bound to recognize any equitable
or legal claim to or interest in such shares on the part of any other person,
whether or not the Corporation shall have notice of such claim or interests.
Whenever any transfer of shares shall be made for collateral security, and not
absolutely, it shall be so expressed in the entry of the transfer if, when the
certificates are presented to the Corporation for transfer or uncertificated
shares are requested to be transferred, both the transferor and transferee
request the Corporation to do so. [Section 159.]

      Section 5.7. Transfer Agent and Registrar. The Board of Directors may
appoint one or more transfer agents and one or more registrars, and may require
all certificates representing shares to bear the signature of any such transfer
agents or registrars.

                                   ARTICLE VI

                               INDEMNIFICATION(2)

      Section 6.1. Nature of Indemnity. The Corporation shall indemnify any
person who was or is a party or is

--------

2.    Section 145.

                                       22
<PAGE>   28
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
by reason of the fact that he is or was or has agreed to become a Director or
officer of the Corporation, or is or was serving or has agreed to serve at the
request of the Corporation as a director or officer of another corporation,
partnership, joint venture, trust or other enterprise, or by reason of any
action alleged to have been taken or omitted in such capacity, and may indemnify
any person who was or is a party or is threatened to be made a party to such an
action, suit or proceeding by reason of the fact that he is or was or has agreed
to become an employee or agent of the Corporation, or is or was serving or has
agreed to serve at the request of the Corporation as an employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him or on his behalf in
connection with such action, suit or proceeding and any appeal therefrom, if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding had no reasonable cause to believe his conduct
was unlawful; except that in the case of an action or suit by or in the right
of the Corporation to procure a judgment in its favor (1) such indemnification
shall be limited to expenses (including attorneys' fees) actually and reasonably
incurred by such person in the defense or settlement of such action or suit, and
(2) no indemnification shall be made in respect of any claim, issue or matter as
to which such person shall have been adjudged to be liable to the Corporation
unless and only to the extent that the Delaware Court of Chancery or the court
in which such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Delaware Court of Chancery or such other court shall deem
proper.

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

      Section 6.2. Successful Defense. To the extent that a Director, officer,
employee or agent of the Corporation has been successful on the merits or
otherwise in de-


                                       23
<PAGE>   29
fense of any action, suit or proceeding referred to in Section 6.1 hereof or in
defense of any claim, issue or matter therein, he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection therewith.

      Section 6.3. Determination That Indemnification is Proper. Any
indemnification of a Director or officer of the Corporation under Section 6.1
hereof (unless ordered by a court) shall be made by the Corporation unless a
determination is made that indemnification of the Director or officer is not
proper in the circumstances because he has not met the applicable standard of
conduct set forth in Section 6.1 hereof. Any indemnification of an employee or
agent of the Corporation under Section 6.1 hereof (unless ordered by a court)
may be made by the Corporation upon a determination that indemnification of the
employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in Section 6.1 hereof. Any such
determination shall be made (1) by a majority vote of the Directors who are not
parties to such action, suit or proceeding, even though less than a quorum, or
(2) if there are no such Directors, or if such Directors so direct, by
independent legal counsel in a written opinion, or (3) by the stockholders.

      Section 6.4. Advance Payment of Expenses. Expenses (including attorneys'
fees) incurred by a Director or officer in defending any civil, criminal,
administrative or investigative action, suit or proceeding shall be paid by the
Corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of the Director or
officer to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the Corporation as authorized in this Article.
Such expenses (including attorneys' fees) incurred by other employees and agents
may be so paid upon such terms and conditions, if any, as the Board of Directors
deems appropriate. The Board of Directors may authorize the Corporation's
counsel to represent such Director, officer, employee or agent in any action,
suit or proceeding, whether or not the Corporation is a party to such action,
suit or proceeding.

      Section 6.5. Procedure for Indemnification of Directors and Officers. Any
indemnification of a Director or officer of the Corporation under Sections 6.1
and 6.2, or advance of costs, charges and expenses to a Director or officer
under Section 6.4 of this Article, shall be made promptly, and in any event
within 30 days, upon the written request of the Director or officer. If a
determination by the Corporation that the Director or officer is entitled to


                                       24
<PAGE>   30
indemnification pursuant to this Article is required, and the Corporation fails
to respond within sixty days to a written request for indemnity, the Corporation
shall be deemed to have approved such request. If the Corporation denies a
written request for indemnity or advancement of expenses, in whole or in part,
or if payment in full pursuant to such request is not made within 30 days, the
right to indemnification or advances as granted by this Article shall be
enforceable by the Director or officer in any court of competent jurisdiction.
Such person's costs and expenses incurred in connection with successfully
establishing his right to indemnification, in whole or in part, in any such
action shall also be indemnified by the Corporation. It shall be a defense to
any such action (other than an action brought to enforce a claim for the advance
of costs, charges and expenses under Section 6.4 of this Article where the
required undertaking, if any, has been received by the Corporation) that the
claimant has not met the standard of conduct set forth in Section 6.1 of this
Article, but the burden of proving such defense shall be on the Corporation.
Neither the failure of the Corporation (including its Board of Directors, its
independent legal counsel, and its stockholders) to have made a determination
prior to the commencement of such action that indemnification of the claimant
is proper in the circumstances because he has met the applicable standard of
conduct set forth in Section 6.1 of this Article, nor the fact that there has
been an actual determination by the Corporation (including its Board of
Directors, its independent legal counsel, and its stockholders) that the
claimant has not met such applicable standard of conduct, shall be a defense to
the action or create a presumption that the claimant has not met the applicable
standard of conduct.

      Section 6.6. Survival; Preservation of Other Rights. The foregoing
indemnification provisions shall be deemed to be a contract between the
Corporation and each Director, officer, employee and agent who serves in any
such capacity at any time while these provisions as well as the relevant
provisions of the General Corporation Law of the State of Delaware are in
effect. Any repeal or modification of these indemnification provisions shall not
affect any right or obligation then existing with respect to any state of facts
then or previously existing or any action, suit or proceeding previously or
thereafter brought or threatened based in whole or in part upon any such state
of facts. Such a "contract right" may not be modified retroactively without the
consent of such Director, officer, employee or agent.

      The indemnification provided by this Article VI shall not be deemed
exclusive of any other rights to which


                                       25
<PAGE>   31
those indemnified may be entitled under any by-law, agreement, vote of
stockholders or disinterested Directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a Director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

      Section 6.7. Insurance. The Corporation shall purchase and maintain
insurance on behalf of any person who is or was or has agreed to become a
Director or officer of the Corporation, or is or was serving at the request of
the Corporation as a director or officer of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
him and incurred by him or on his behalf in any such capacity, or arising out of
his status as such, whether or not the Corporation would have the power to
indemnify him against such liability under the provisions of this Article,
provided that such insurance is available on acceptable terms, which
determination shall be made by a vote of a majority of the entire Board of
Directors.

      Section 6.8. Severability. If this Article VI or any portion hereof shall
be invalidated on any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify each Director or officer and may
indemnify each employee or agent of the Corporation as to costs, charges and
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement with respect to any action, suit or proceeding, whether civil,
criminal, administrative or investigative, including an action by or in the
right of the Corporation, to the fullest extent permitted by any applicable
portion of this Article that shall not have been invalidated and to the fullest
extent permitted by applicable law.

                                   ARTICLE VII

                                     OFFICES

      Section 7.1. Registered Office. The registered office of the Corporation
in the State of Delaware shall be located at Corporation Trust Center, 1209
Orange Street in the City of Wilmington, County of New Castle.

      Section 7.2. Other Offices. The Corporation may maintain offices or places
of business at such other locations within or without the State of Delaware as
the Board


                                       26
<PAGE>   32
of Directors may from time to time determine or as the business of the
Corporation may require.


                                  ARTICLE VIII

                               GENERAL PROVISIONS

      Section 8.1. Dividends. Subject to any applicable provisions of law and
the Restated Certificate of Incorporation, dividends upon the shares of the
Corporation may be declared by the Board of Directors at any regular or special
meeting of the Board of Directors and any such dividend may be paid in cash,
property, shares of the Corporation's capital stock or rights to acquire the
same.

      A member of the Board of Directors, or a member of any Committee
designated by the Board of Directors shall be fully protected in relying in good
faith upon the records of the Corporation and upon such information, opinions,
reports or statements presented to the Corporation by any of its officers or
employees, or Committees of the Board of Directors, or by any other person as to
matters the Director reasonably believes are within such other person's
professional or expert competence and who has been selected with reasonable care
by or on behalf of the Corporation, as to the value and amount of the assets,
liabilities and/or net profits of the Corporation, or any other facts pertinent
to the existence and amount of surplus or other funds from which dividends might
properly be declared and paid. [Sections 172, 173.]

      Section 8.2. Reserves. There may be set aside out of any funds of the
Corporation available for dividends such sum or sums as the Board of Directors
from time to time, in its absolute discretion, thinks proper as a reserve or
reserves to meet contingencies, or for equalizing dividends, or for repairing
or maintaining any property of the Corporation or for such other purpose as the
Board of Directors shall think conducive to the interest of the Corporation,
and the Board of Directors may similarly modify or abolish any such reserve.

      Section 8.3. Execution of Instruments. The President, any Vice President,
the Secretary or Acting Secretary or the Treasurer may enter into any contract
or execute and deliver any instrument in the name and on behalf of the
Corporation. The Board of Directors or the President may authorize any other
officer or agent to enter into any con tract or execute and deliver any
instrument in the name and on behalf of the Corporation. Any such authorization
may be general or limited to specific contracts or instruments.


                                       27
<PAGE>   33
      Section 8.4. Corporate Indebtedness. No loan shall be contracted on behalf
of the Corporation, and no evidence of indebtedness shall be issued in its name,
unless authorized by the Board of Directors or the President or any Vice
President. Such authorization may be general or confined to specific instances.
Loans so authorized may be effected at any time for the Corporation from any
bank, trust company or other institution, or from any firm, corporation or
individual. All bonds, debentures, notes and other obligations or evidences of
indebtedness of the Corporation issued for such loans shall be made, executed
and delivered as the Board of Directors or the President or any Vice President
shall authorize. When so authorized by the Board of Directors or the President
or any Vice President, any part of or all the properties, including contract
rights, assets, business or good will of the Corporation, whether then owned or
thereafter acquired, may be mortgaged, pledged, hypothecated or conveyed or
assigned in trust as security for the payment of such bonds, debentures, notes
and other obligations or evidences of indebtedness of the Corporation, and of
the interest thereon, by instruments executed and delivered in the name of the
Corporation.

      Section 8.5. Deposits. Any funds of the Corporation may be deposited from
time to time in such banks, trust companies or other depositaries as may be
determined by the Board of Directors or the President, or by such officers or
agents as may be authorized by the Board of Directors or the President or any
Vice President to make such determination.

                  Section 8.6. Checks. All checks or demands for money and notes
of the Corporation shall be signed by such officer or officers or such agent or
agents of the Corporation, and in such manner, as the Board of Directors or the
President or any Vice President from time to time may determine.

      Section 8.7. Sale, Transfer, etc. of Securities. To the extent authorized
by the Board of Directors or by the President, any Vice President, the Secretary
or Acting Secretary or the Treasurer or any other officers designated by the
Board of Directors or the President may sell, transfer, endorse, and assign any
shares of stock, bonds or other securities owned by or held in the name of the
Corporation, and may make, execute and deliver in the name of the Corporation,
under its corporate seal, any instruments that may be appropriate to effect any
such sale, transfer, endorsement or assignment.

      Section 8.8. Voting as Stockholder. Unless otherwise determined by
resolution of the Board of Direc-


                                       28
<PAGE>   34
tors, the President or any Vice President or the Secretary or Acting Secretary
shall have full power and authority on behalf of the Corporation to attend any
meeting of stockholders of any corporation in which the Corporation may hold
stock, and to act, vote (or execute proxies to vote) and exercise in person or
by proxy all other rights, powers and privileges incident to the ownership of
such stock. Such officers acting on behalf of the Corporation shall have full
power and authority to execute any instrument expressing consent to or dissent
from any action of any such corporation without a meeting. The Board of
Directors may by resolution from time to time confer such power and authority
upon any other person or persons.

      Section 8.9. Fiscal Year. The fiscal year of the Corporation shall
commence on the first day of January of each year and shall terminate in each
case on December 31.

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

      Section 8.11. Books and Records; Inspection. Except to the extent
otherwise required by law, the books and records of the Corporation shall be
kept at such place or places within or without the State of Delaware as may be
determined from time to time by the Board of Directors.


                                   ARTICLE IX

                          AMENDMENT OF AMENDED BY-LAWS

      Section 9.1. Amendment. These Amended By-Laws may be amended, altered or
repealed

            (a) by resolution adopted by a majority of the Board of Directors at
      any special or regular meeting of the Board if, in the case of such
      special meeting only, notice of such amendment, alteration or repeal is
      contained in the notice or waiver of notice of such meeting; or

            (b) at any regular or special meeting of the stockholders upon the
      affirmative vote of a majority of the combined voting power of the then
      outstanding stock of the Corporation entitled to vote generally in the


                                       29
<PAGE>   35
      election of Directors, provided, however, that any amendment, alteration
      or repeal of Article I, sections 1.2, 1.10 and 1.13 or Article VI as it
      pertains to Directors and officers, shall require the affirmative vote of
      65% of the combined voting power of the then outstanding stock of the
      Corporation entitled to vote generally in the election of Directors. In
      the case of such special meeting only, notice of such amendment,
      alteration or repeal must be contained in the notice or waiver of notice
      of such meeting. [Section 109(a).]


                                    ARTICLE X

                                  CONSTRUCTION

      Section 10.1. Construction. In the event of any conflict between the
provisions of these Amended By-Laws as in effect from time to time and the
provisions of the Restated Certificate of Incorporation of the Corporation as in
effect from time to time, the provisions of such Restated Certificate of
Incorporation shall be controlling.


                                       30
<PAGE>   36
                        AMERICAN STANDARD COMPANY, INC.

AMENDMENT OF BY-LAWS

        RESOLVED, that, pursuant to Section 109(a) of the Delaware General
Corporation Law and Section 9.1(a) of the Amended By-laws of the Corporation,
the Board of Directors declares it advisable that Section 2.2 of the Amended
By-laws of the Corporation be amended to read and be as follows:

"Section 2.2.  Number and Term of Office.  The number of Directors constituting
the entire Board of Directors shall be nine (9), which number may be modified
from time to time by resolution of the Board of Directors, but in no event
shall the number of Directors be less than three (3) or greater than twenty-one
(21).  Each Director (whenever elected)shall hold office until his successor
has been duly elected and qualified, or until his earlier death, resignation or
removal.  If the number of Directors is changed, any increase or decrease shall
be apportioned among the classes so as to maintain or attain a number of
Directors in each class as nearly equal as reasonably possible, but no decrease
in the number of Directors may shorten the term of any incumbent Director."

[Language added by amendment in italics.]