<PAGE>   1
                                                                               1

                                                                   Exhibit 3.2




                          AMENDED AND RESTATED BY-LAWS

                                       of

                         TRAVELCENTERS OF AMERICA, INC.
                            (A Delaware Corporation)

                            ------------------------

                                    ARTICLE 1

                                   DEFINITIONS
                                   -----------

             As used in these By-laws, unless the context otherwise requires,
the term:

         1.1 "Assistant Secretary" means an Assistant Secretary of the
Corporation.

         1.2 "Assistant Treasurer" means an Assistant Treasurer of the
Corporation.

         1.3 "Board" means the Board of Directors of the Corporation.

         1.4 "Business Day" means any day other than a Saturday, Sunday or other
day on which banking institutions are authorized by law to close in the City of
New York.

         1.5 "By-laws" means these by-laws of the Corporation, as amended from
time to time.

         1.6 "Certificate of Incorporation" means the certificate of
incorporation of the Corporation, as amended, supplemented or restated from time
to time.

         1.7 "Chairman" means the Chairman of the Board of Directors of the
Corporation.

         1.8 "Chief Executive Officer" means the Chief Executive Officer of the
Corporation.

         1.9 "Chief Financial Officer" means the Chief Financial Officer of the
Corporation.


<PAGE>   2
                                                                               2

         1.10 "Corporation" means TravelCenters of America, Inc.

         1.11 "Directors" means Directors of the Corporation.

         1.12 "Entire Board" means the total number of Directors that the
Corporation would have if there were no vacancies.

         1.13 "General Corporation Law" means the General Corporation Law of the
State of Delaware, as amended from time to time.

         1.14 "Office of the Corporation" means the executive office of the
Corporation, anything in Section 131 of the General Corporation Law to the
contrary notwithstanding.

         1.15 "President" means the President of the Corporation.

         1.16 "Secretary" means the Secretary of the Corporation.

         1.17 "Stockholders" means stockholders of the Corporation.

         1.18 "Vice President" means a Vice President of the Corporation.

                                    ARTICLE 2

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

         2.1 PLACE OF MEETINGS. Every meeting of stockholders shall be held at
the office of the Corporation or at such other place within or without the State
of Delaware as shall be specified or fixed in the notice of such meeting or in
the waiver of notice thereof.

         2.2 ANNUAL MEETING. A meeting of stockholders shall be held annually
for the election of Directors and the transaction of other business at such hour
and on such business day as may be determined by the Board and designated in the
notice of meeting.

         2.3 OTHER SPECIAL MEETINGS. A special meeting of stockholders, unless
otherwise prescribed by statute, may be called at any time by the Board, the
Chairman of the Board, the


<PAGE>   3
                                                                               3

Chief Executive Officer, or the Secretary. At any special meeting of
stockholders only such business may be transacted as is related to the purpose
or purposes of such meeting set forth in the notice thereof given pursuant to
Section 2.5 hereof or in any waiver of notice thereof given pursuant to Section
2.6 hereof.

         2.4 FIXING RECORD DATE. For the purpose of (a) determining the
stockholders entitled (i) to notice of or to vote at any meeting of stockholders
or any adjournment thereof, (ii) to express consent to corporate action in
writing without a meeting or (iii) 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 (b) any other lawful
action, the Board may fix a record date, which record date shall not precede the
date upon which the resolution fixing the record date was adopted by the Board
and which record date shall (x) in the case of clause (a)(i) above, not be more
than 60 nor less than 10 days before the date of such meeting, (y) in the case
of clause (a)(ii) above, not be more than 10 days after the date upon which the
resolution fixing the record date was adopted by the Board and (z) in the case
of clause (a)(iii) or (b) above, not be more than 60 days prior to such action.
If no such record date is fixed:

                  2.4.1 the record date for determining stockholders entitled to
         notice of or to vote at a meeting of stockholders shall be at the close
         of business on the day next preceding the day on which notice 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;

                  2.4.2 the record date for determining stockholders entitled to
         express consent to corporate action in writing without a meeting, when
         no prior action by the Board is required under the General Corporation
         Law, shall be the first day on which a signed written consent setting
         forth the action taken or proposed to be taken is delivered to the



<PAGE>   4
                                                                               4


         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; and when prior action by the
         Board is required under the General Corporation Law, the record date
         for determining stockholders entitled to consent to corporate action in
         writing without a meeting shall be at the close of business on the date
         on which the Board adopts the resolution taking such prior action; and

                  2.4.3 the record date for determining stockholders for any
         purpose other than those specified in Sections 2.4.1 and 2.4.2 shall be
         at the close of business on the day on which the Board adopts the
         resolution relating thereto.

When a determination of stockholders entitled to notice of or to vote at any
meeting of stockholders has been made as provided in this Section 2.4, such
determination shall apply to any adjournment thereof unless the Board fixes a
new record date for the adjourned meeting. Delivery made to the Corporation's
registered office in accordance with Section 2.4.2 shall be by hand or by
certified or registered mail, return receipt requested.

         2.5 NOTICE OF MEETINGS OF STOCKHOLDERS. Except as otherwise provided in
Sections 2.4 and 2.6 hereof, whenever under the provisions of any statute, the
Certificate of Incorporation or these By-laws, stockholders are required or
permitted to take any action at a meeting, written notice shall be given stating
the place, date and hour of the meeting and, in the case of a special meeting,
the purpose or purposes for which the meeting is called. Unless otherwise
provided by any statute, the Certificate of Incorporation or these By-laws, a
copy of the notice of any meeting shall be given, personally or by mail, not
less than ten nor more than sixty days before the date of the meeting, to each
stockholder entitled to notice of or to vote at such meeting. If mailed, such

<PAGE>   5
                                                                               5


notice shall be deemed to be given when deposited in the United States mail,
with postage prepaid, directed to the stockholder at his or her address as it
appears on the records of the Corporation. An affidavit of the Secretary or an
Assistant Secretary or of the transfer agent of the Corporation that the notice
required by this Section 2.5 has been given shall, in the absence of fraud, be
prima facie evidence of the facts stated therein. When a meeting is adjourned to
another time or place, notice need not be given of the adjourned meeting if the
time and place thereof are announced at the meeting at which the adjournment is
taken, and at the adjourned meeting any business may be transacted that might
have been transacted at the meeting as originally called. If, however, the
adjournment is for more than thirty days, or if after the adjournment a new
record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each stockholder of record entitled to vote at the
meeting.

         2.6 WAIVERS OF NOTICE. Whenever the giving of any notice is required by
statute, the Certificate of Incorporation or these By-laws, a waiver thereof, in
writing, signed by the stockholder or stockholders entitled to said notice,
whether before or after the event as to which such notice is required, shall be
deemed equivalent to notice. Attendance by a stockholder at a meeting 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 (and so objects), to the transaction of any business on the ground that
the meeting has not been lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the
stockholders need be specified in any written waiver of notice unless so
required by statute, the Certificate of Incorporation or these By-laws.

         2.7 LIST OF STOCKHOLDERS. The Secretary shall prepare and make, or
cause to be prepared and made, at least ten days before every meeting of
stockholders, a complete list of the

<PAGE>   6
                                                                               6


stockholders entitled to vote at the meeting, arranged in alphabetical order,
and showing the address of each stockholder and the number of shares registered
in the name of each stockholder. Such list shall be open to the examination of
any stockholder, the stockholder's agent, or attorney, at the stockholder's
expense, for any purpose germane to the meeting, during ordinary business hours,
for a period of at least ten days prior to the meeting, either at a place within
the city where the meeting is to be held, which place shall be specified in the
notice of the meeting, or, if not so specified, at the place where the meeting
is to be held. The list shall also be produced and kept at the time and place of
the meeting during the whole time thereof, and may be inspected by any
stockholder (or agent or attorney of a stockholder) who is present. The
Corporation shall maintain the stockholder list in written form or in another
form capable of conversion into written form within a reasonable time. The stock
ledger shall be the only evidence as to who are the stockholders entitled to
examine the stock ledger, the list of stockholders or the books of the
Corporation, or to vote in person or by proxy at any meeting of stockholders.

         2.8 QUORUM OF STOCKHOLDERS; ADJOURNMENT. Except as otherwise provided
by any statute, the Certificate of Incorporation or these By-laws, the holders
of a majority of all outstanding shares of stock entitled to vote at any meeting
of stockholders, present in person or represented by proxy, shall constitute a
quorum for the transaction of any business at such meeting; PROVIDED, HOWEVER,
that in respect of any matter on which stockholders vote by class, a quorum
shall exist as to such matter if and only if a majority of the outstanding
shares of the class or classes of stock entitled to vote as a class thereon is
present in person or represented by proxy. When a quorum is once present to
organize a meeting of stockholders, it is not broken by the subsequent
withdrawal of any stockholders. The holders of a majority of the shares of stock


<PAGE>   7
                                                                               7


present in person or represented by proxy at any meeting of stockholders,
including an adjourned meeting, whether or not a quorum is present, may adjourn
such meeting to another time and place. Shares of its own stock belonging to the
Corporation or to another corporation, if a majority of the shares entitled to
vote in the election of Directors of such other corporation is held, directly or
indirectly, by the Corporation, shall neither be entitled to vote nor be counted
for quorum purposes; PROVIDED, HOWEVER, that the foregoing shall not limit the
right of the Corporation to vote stock, including but not limited to its own
stock, held by it in a fiduciary capacity.

         2.9 VOTING; PROXIES. Unless otherwise provided in the Certificate of
Incorporation, every stockholder of record shall be entitled at every meeting of
stockholders to one vote for each share of capital stock standing in his or her
name on the record of stockholders determined in accordance with Section 2.4
hereof. If the Certificate of Incorporation provides for more or less than one
vote for any share on any matter, each reference in the By-laws or the General
Corporation Law to a majority or other proportion of stock or votes with respect
to stock shall refer to such majority or other proportion of the votes of such
stock. The provisions of Sections 212 and 217 of the General Corporation Law
shall apply in determining whether any shares of capital stock may be voted and
the persons, if any, entitled to vote such shares; but the Corporation shall be
protected in assuming that the persons in whose names shares of capital stock
stand on the stock ledger of the Corporation are entitled to vote such shares.
At any meeting of stockholders (at which a quorum was present to organize the
meeting), all matters, except as otherwise provided by statute or by the
Certificate of Incorporation or by these By-laws, shall be decided by a majority
of the votes cast at such meeting by the holders of shares present in person or
represented by proxy and entitled to vote thereon, whether or not a quorum

<PAGE>   8
                                                                               8
is present when the vote is taken. All elections of Directors shall be by
written ballot. In voting on any other question on which a vote by ballot is
required by law or is demanded by any stockholder entitled to vote, the voting
shall be by ballot. Each ballot shall be signed by the stockholder voting or the
stockholder's proxy and shall state the number of shares voted. On all other
questions, the voting may be VIVA VOCE. Each stockholder entitled to vote at a
meeting of stockholders or to express consent or dissent to corporate action in
writing without a meeting may authorize another person or persons to act for
such stockholder by proxy. The validity and enforceability of any proxy shall be
determined in accordance with Section 212 of the General Corporation Law. A
stockholder may revoke any proxy that is not irrevocable by attending the
meeting and voting in person or by filing an instrument in writing revoking the
proxy or by delivering a proxy in accordance with applicable law bearing a later
date to the Secretary.

         2.10 VOTING PROCEDURES AND INSPECTORS OF ELECTION AT MEETINGS OF
STOCKHOLDERS. The Board, in advance of any meeting of stockholders, may appoint
one or more inspectors to act at the meeting and make a written report thereof.
The Board may designate one or more persons as alternate inspectors to replace
any inspector who fails to act. If no inspector or alternate is able to act at a
meeting, the person presiding at the meeting may appoint, and on the request of
any stockholder entitled to vote thereat shall appoint, one or more inspectors
to act at the meeting. Each inspector, before entering upon the discharge of his
or her duties, shall take and sign an oath faithfully to execute the duties of
inspector with strict impartiality and according to the best of his or her
ability. The inspectors shall (a) ascertain the number of shares outstanding and
the voting power of each, (b) determine the shares represented at the 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,

<PAGE>   9
                                                                               9


and (e) certify their determination of the number of shares represented at the
meeting and their count of all votes and ballots. The inspectors may appoint or
retain other persons or entities to assist the inspectors in the performance of
their duties. Unless otherwise provided by the Board, the date and time of the
opening and the closing of the polls for each matter upon which the stockholders
will vote at a meeting shall be determined by the person presiding at the
meeting and shall be announced at the meeting. No ballot, proxies or votes, or
any revocation thereof or change thereto, shall be accepted by the inspectors
after the closing of the polls unless the Court of Chancery of the State of
Delaware upon application by a stockholder shall determine otherwise.

         2.11 ORGANIZATION. At each meeting of stockholders, the Chairman, or in
the absence of the Chairman the Chief Executive Officer, or in the absence of
the Chief Executive Officer the President, or in the absence of the President a
Vice President and in case more than one Vice President shall be present, then a
Vice President designated by the Board (or in the absence of any such
designation, the most senior Vice President, based on age, present), shall act
as chairman of the meeting. The Secretary, or in his or her absence one of the
Assistant Secretaries, shall act as secretary of the meeting. In case none of
the officers above designated to act as chairman or secretary of the meeting,
respectively, shall be present, a chairman or a secretary of the meeting, as the
case may be, shall be chosen by a majority of the votes cast at such meeting by
the holders of shares of capital stock present in person or represented by proxy
and entitled to vote at the meeting.

         2.12 ORDER OF BUSINESS. The order of business at all meetings of
stockholders shall be as determined by the chairman of the meeting, but the
order of business to be followed at any meeting at which a quorum is present may
be changed by a majority of the votes cast at such

<PAGE>   10
                                                                              10


meeting by the holders of shares of capital stock present in person or
represented by proxy and entitled to vote at the meeting.

         2.13 WRITTEN CONSENT OF STOCKHOLDERS WITHOUT A MEETING. Unless
otherwise provided in the Certificate of Incorporation, any action required by
the General Corporation Law to be taken at any annual or special meeting of
stockholders may be taken without a meeting, without prior notice and without a
vote, if a consent or consents in writing, setting forth the action so taken,
shall be signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and voted
and shall be delivered (by hand or by certified or registered mail, return
receipt requested) 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. Every written consent shall bear the date of
signature of each stockholder who signs the consent and no written consent shall
be effective to take the corporate action referred to therein unless, within 60
days of the earliest dated consent delivered in the manner required by this
Section 2.13, written consents signed by a sufficient number of holders to take
action are delivered to the Corporation as aforesaid. 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 consented in writing.

                                    ARTICLE 3

                                    DIRECTORS
                                    ---------
<PAGE>   11
                                                                              11


         3.1 GENERAL POWERS. Except as otherwise provided in the Certificate of
Incorporation, the business and affairs of the corporation shall be managed by
or under the direction of the Board. The Board may adopt such rules and
regulations, not inconsistent with the Certificate of Incorporation or these
By-laws or applicable laws, as it may deem proper for the conduct of its
meetings and the management of the Corporation. In addition to the powers
expressly conferred by these By-laws, the Board may exercise all powers and
perform all acts that are not required, by these By-laws or the Certificate of
Incorporation or by statute, to be exercised and performed by the stockholders.

         3.2 NUMBER; QUALIFICATION; TERM OF OFFICE. The number of Directors
shall be fixed from time to time by action of the Board. Directors need not be
stockholders and shall hold office until a successor is elected and qualified or
until the Director's death, resignation or removal.

         3.3 ELECTION. Directors shall, except as otherwise required by statute
or by the Certificate of Incorporation, be elected by a plurality of the votes
cast at a meeting of stockholders by the holders of shares entitled to vote in
the election.

         3.4 NEWLY CREATED DIRECTORSHIPS AND VACANCIES. Vacancies on the Board
that arise for any reason, including vacancies resulting from an increase in the
number of Directors, may be filled by the affirmative vote of a majority of the
entire Board, although less than quorum, or by a sole remaining Director, and
the Director(s) so chosen shall hold office for a term expiring the next
following annual meeting of Stockholders, or, in each case until their
respective successors are duly elected and qualify, or until the respective
Directors' earlier death, resignation or removal.

<PAGE>   12
                                                                              12


         3.5 RESIGNATION. Any Director may resign at any time by written notice
to the Corporation. Such resignation shall take effect at the time therein
specified, and, unless otherwise specified in such resignation, the acceptance
of such resignation shall not be necessary to make it effective.

         3.6 REMOVAL. Any one or more (or all) of the Directors may be removed,
at any time, by the stockholders having at least a majority in voting power
eligible to elect Directors in accordance with the Certificate of Incorporation.

         3.7 TIMES AND PLACES OF MEETINGS. The Board may hold meetings, both
regular and special, either within or without the State of Delaware. The times
and places for holding meetings of the Board may be fixed from time to time by
resolution of the Board or (unless contrary to a resolution of the Board) in the
notice of the meeting.

         3.8 ANNUAL MEETINGS. On the day when and at the place where the annual
meeting of stockholders for the election of Directors is held, and as soon as
practicable thereafter, the Board may hold its annual meeting, without notice of
such meeting, for the purposes of organization, the election of officers and the
transaction of other business. The annual meeting of the Board may be held at
any other time and place specified in a notice given as provided in Section 3.10
hereof for special meetings of the Board or in a waiver of notice thereof.

         3.9 REGULAR MEETINGS. Regular meetings of the Board may be held without
notice at such times and at such places as shall from time to time be determined
by the Board.

         3.10 SPECIAL MEETINGS. Special meetings of the Board may be called by
the Chairman, the Chief Executive Officer or the Secretary or by any two or more
Directors then serving on at least two Business Days' notice to each Director
given by one of the means specified in Section 3.13 hereof. Special meetings
shall be called by the Chairman, Chief Executive Officer

<PAGE>   13
                                                                             13


or Secretary in like manner and on like notice on the written request of any two
or more of the Directors then serving.

         3.11 TELEPHONE MEETINGS. Any Director or member of any committee
designated by the Board may participate, at his or her election, in any meeting
of the Board or 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
Section 3.11 shall constitute presence in person at such meeting. Each regular
or special meeting of the Board or any committee thereof shall have adequate
conference telephone or similar communications equipment available to allow any
Directors or committee members who choose to participate by telephone to do so
in accordance with this Section 3.11.

         3.12 ADJOURNED MEETINGS. A majority of the Directors present at any
meeting of the Board, including an adjourned meeting, whether or not a quorum is
present, may adjourn such meeting to another time and place. At least two
Business Days' notice of any adjourned meeting of the Board shall be given to
each Director whether or not present at the time of the adjournment shall be
given by one of the means specified in Section 3.13 hereof. Any business may be
transacted at an adjourned meeting that might have been transacted at the
meeting as originally called.

         3.13 NOTICE PROCEDURE. Subject to Sections 3.10 and 3.16 hereof,
whenever, under the provisions of any statute, the Certificate of Incorporation
or these By-laws, notice is required to be given to any Director, such notice
shall be deemed given effectively if given in person or by telephone, by hand
delivery, or by telegram, telex, telecopy or similar means addressed to such
Director at such Director's address as it appears on the records of the
Corporation.

<PAGE>   14
                                                                              14


         3.14 WAIVER OF NOTICE. Whenever the giving of any notice is required by
statute, the Certificate of Incorporation or these By-laws, a waiver thereof, in
writing, signed by the person or persons entitled to said notice, whether before
or after the event as to which such notice is required, shall be deemed
equivalent to notice. Attendance by a person at a meeting shall constitute a
waiver of notice of such meeting except when the person attends a meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business on the ground that the meeting has not been lawfully
called or convened. Neither the business to be transacted at, nor the purpose
of, any regular or special meeting of the Directors or a committee of Directors
need be specified in any written waiver of notice unless so required by statute,
the Certificate of Incorporation or these By-laws.

         3.15 ORGANIZATION. At each meeting of the Board, the Chairman, or in
the absence of the Chairman the Chief Executive Officer, or in the absence of
the Chief Executive Officer, the President, or in the absence of the President,
a chairman chosen by a majority of the Directors present, shall preside. The
Secretary shall act as secretary at each meeting of the Board. In case the
Secretary shall be absent from any meeting of the Board, an Assistant Secretary
shall perform the duties of secretary at such meeting; and in the absence from
any such meeting of the Secretary and all Assistant Secretaries, the person
presiding at the meeting may appoint any person to act as secretary of the
meeting.

         3.16 QUORUM OF DIRECTORS. The presence in person of a majority of the
entire Board shall be necessary and sufficient to constitute a quorum for the
transaction of business at any meeting of the Board, but a majority of a smaller
number may adjourn any such meeting to a later date.

<PAGE>   15
                                                                              15


         3.17 ACTION BY MAJORITY VOTE. Except as otherwise expressly required by
statute, the Certificate of Incorporation or the By-laws, the act of a majority
of the Directors present at a meeting at which a quorum is present shall be the
act of the Board.

         3.18 ACTION WITHOUT MEETING. Unless otherwise restricted by the
Certificate of Incorporation or these By-laws, any action required or permitted
to be taken at any meeting of the Board or of any committee thereof may be taken
without a meeting if all Directors or members of such committee, as the case may
be, consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the Board or committee.

                                    ARTICLE 4

                             COMMITTEES OF THE BOARD
                             -----------------------

                  The Board may, by resolution passed by a vote of the entire
Board, designate one or more committees, each committee to consist of one or
more of the Directors of the Corporation. The Board may designate one or more
Directors as alternate members of any committee to replace absent or
disqualified members at any meeting of such committee. If a member of a
committee shall be absent from any meeting, or disqualified from voting thereat,
the remaining member or members present and not disqualified from voting,
whether or not such member or members constitute a quorum, may, by a unanimous
vote, appoint another member of the Board to act at the meeting in the place of
any such absent or disqualified member. Any such committee, to the extent
provided in a resolution of the Board passed as aforesaid, shall have and may
exercise all the powers and authority of the Board in the management of the
business and affairs of the Corporation, and may authorize the seal of the
Corporation to be impressed on all papers that may require it, but no such
committee shall have the power or authority in reference

<PAGE>   16
                                                                              16


to the following matters: (i) approving or adopting, or recommending to the
stockholders any action or matter expressly required by the GCL to be submitted
to stockholders for approval or (ii) adopting, amending or repealing any by-law
of the Corporation. Such committee or committees shall have such name or names
as may be determined from time to time by resolution adopted by the Board.
Unless otherwise specified in the resolution of the Board designating a
committee, at all meetings of such committee a majority of the total number of
members of the committee shall constitute a quorum for the transaction of
business, and the vote of a majority of the members of the committee present at
any meeting at which there is a quorum shall be the act of the committee. Unless
the Board otherwise provides, each committee designated by the Board may make,
alter and repeal rules for the conduct of its business. In the absence of such
rules each committee shall conduct its business in the same manner as the Board
conducts its business pursuant to Article 3 of these By-laws.

                                    ARTICLE 5

                                    OFFICERS
                                    --------

         5.1 POSITIONS. The officers of the Corporation shall be a Chairman, a
Chief Executive Officer, a President, a Secretary, a Chief Financial Officer and
such other officers as the Board may appoint, including one or more Vice
Presidents and one or more Assistant Secretaries and Assistant Treasurers, who
shall exercise such powers and perform such duties as shall be determined from
time to time by the Board. The Board may designate one or more Vice Presidents
as Senior Vice Presidents or Executive Vice Presidents and may use descriptive
words or phrases to designate the standing, seniority or areas of special
competence of the Vice

<PAGE>   17
                                                                              17


Presidents elected or appointed by it. Any number of offices may be held by the
same person unless the Certificate of Incorporation or these By-laws otherwise
provide.

         5.2 APPOINTMENT. The officers of the Corporation shall be chosen by the
Board annually or at such other time or times as the Board shall determine.

         5.3 COMPENSATION. The compensation of all officers of the Corporation
shall be fixed by the Board. No officer shall be prevented from receiving a
salary or other compensation by reason of the fact that the officer is also a
Director.

         5.4 TERM OF OFFICE. Each officer of the Corporation shall hold office
until such officer's successor is chosen and qualifies or until such officer's
earlier death, resignation or removal. Any officer may resign at any time upon
written notice to the Corporation. Such resignation shall take effect at the
date of receipt of such notice or at such later time as is therein specified,
and, unless otherwise specified, the acceptance of such resignation shall not be
necessary to make it effective. The resignation of an officer shall be without
prejudice to the contract rights of the Corporation, if any. Any officer elected
or appointed by the Board may be removed at any time, with or without cause, by
vote of a majority of the entire Board. Any vacancy occurring in any office of
the Corporation shall be filled by the Board. The removal of an officer without
cause shall be without prejudice to the officer's contract rights, if any. The
election or appointment of an officer shall not of itself create contract
rights.

         5.5 FIDELITY BONDS. The Corporation may secure the fidelity of any or
all of its officers or agents by bond or otherwise.

         5.6 CHAIRMAN. The Chairman shall preside at all meetings of the Board
and shall exercise such powers and perform such other duties as shall be
determined from time to time by the Board.

<PAGE>   18
                                                                              18


         5.7 CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall be the
Chief Executive Officer of the Corporation and shall have general supervision
over the business of the Corporation, subject, however, to the control of the
Board and of any duly authorized committee of Directors. The Chief Executive
Officer shall preside at all meetings of the stockholders and at all meetings of
the Board at which the Chairman is not present. All officers shall be subject to
the direction of the Chief Executive Officer. The Chief Executive Officer may
sign and execute in the name of the Corporation deeds, mortgages, bonds,
contracts and other instruments except in cases in which the signing and
execution thereof shall be expressly delegated by the Board or by these By-laws
to some other officer or agent of the Corporation or shall be required by
statute otherwise to be signed or executed and, in general, the Chief Executive
Officer shall perform all duties incident to the office of Chief Executive
Officer of a corporation and such other duties as may from time to time be
assigned to the Chief Executive Officer by the Board.

         5.8 PRESIDENT. At the request of the Chief Executive Officer, or, in
the Chief Executive Officer's absence, at the request of the Board, the
President shall perform all of the duties of the Chief Executive Officer and, in
so performing, shall have all the powers of, and be subject to all restrictions
upon, the Chief Executive Officer. The President may sign and execute in the
name of the Corporation deeds, mortgages, bonds, contracts or other instruments,
except in cases in which the signing and execution thereof shall be expressly
delegated by the Board or by these By-laws to some other officer or agent of the
Corporation, or shall be required by statute otherwise to be signed or executed,
and the President shall perform such other duties as from time to time may be
assigned to the President by the Board or by the Chief Executive Officer.

         5.9 VICE PRESIDENTS. At the request of the President, or in the
President's absence, at the request of the Board, the Vice Presidents shall (in
such order as may be designated by the

<PAGE>   19
                                                                              19


Board or, in the absence of any such designation, in order of seniority based on
age) perform all of the duties of the President and, in so performing, shall
have all of the powers of, and be subject to all restrictions upon, the
President. Any Vice President may sign and execute in the name of the
Corporation deeds, mortgages, bonds, contracts or other instruments, except in
cases in which the signing and execution thereof shall be expressly delegated by
the Board or by these By-laws to some other officer or agent of the Corporation,
or shall be required by statute otherwise to be signed or executed, and each
Vice President shall perform such other duties as from time to time may be
assigned to such Vice President by the Board or by the President.

         5.10 SECRETARY. The Secretary shall attend all meetings of the Board
and of the stockholders and shall record all the proceedings of the meetings of
the Board and of the stockholders in a book to be kept for that purpose, and
shall perform like duties for committees of the Board, when required. The
Secretary shall give, or cause to be given, notice of all special meetings of
the Board and of the stockholders and shall perform such other duties as may be
prescribed by the Board or by the Chief Executive Officer, under whose
supervision the Secretary shall be. The Secretary shall have custody of the
corporate seal of the Corporation, and the Secretary, or an Assistant Secretary,
shall have authority to impress the same on any instrument requiring it, and
when so impressed the seal may be attested by the signature of the Secretary or
by the signature of such Assistant Secretary. The Board may give general
authority to any other officer to impress the seal of the Corporation and to
attest the same by such officer's signature. The Secretary or an Assistant
Secretary may also attest all instruments signed by the President or any Vice
President. The Secretary shall have charge of all the books, records and papers
of the Corporation relating to its organization and management, shall see that
the reports, statements and other documents required by statute are properly
kept and filed and, in general,

<PAGE>   20
                                                                              20


shall perform all duties incident to the office of Secretary of a corporation
and such other duties as may from time to time be assigned to the Secretary by
the Board or by the Chief Executive Officer.

         5.11 CHIEF FINANCIAL OFFICER. The Chief Financial Officer shall have
charge and custody of, and be responsible for, all funds, securities and notes
of the Corporation; receive and give receipts for moneys due and payable to the
Corporation from any sources whatsoever; deposit all such moneys and valuable
effects in the name and to the credit of the Corporation in such depositaries as
may be designated by the Board; against proper vouchers, cause such funds to be
disbursed by checks or drafts on the authorized depositaries of the Corporation
signed in such manner as shall be determined by the Board and be responsible for
the accuracy of the amounts of all moneys so disbursed; regularly enter or cause
to be entered in books or other records maintained for the purpose full and
adequate account of all moneys received or paid for the account of the
Corporation; have the right to require from time to time reports or statements
giving such information as the Chief Financial Officer may desire with respect
to any and all financial transactions of the Corporation from the officers or
agents transacting the same; render to the Chief Executive Officer or the Board,
whenever the Chief Executive Officer or the Board shall require the Chief
Financial Officer so to do, an account of the financial condition of the
Corporation and of all financial transactions of the Corporation; exhibit at all
reasonable times the records and books of account to any of the Directors upon
application at the office of the Corporation where such records and books are
kept; disburse the funds of the Corporation as ordered by the Board; and, in
general, perform all duties incident to the office of Chief Financial Officer of
a corporation and such other duties as may from time to time be assigned to the
Chief Financial Officer by the Board or the Chief Executive Officer.

<PAGE>   21
                                                                              21


         5.12 ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. Assistant
Secretaries and Assistant Treasurers shall perform such duties as shall be
assigned to them by the Secretary or by the Chief Financial Officer,
respectively, or by the Board or by the Chief Executive Officer.

                                    ARTICLE 6

                 CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.
                 ----------------------------------------------

         6.1 EXECUTION OF CONTRACTS. The Board, except as otherwise provided in
these By-laws, may prospectively or retroactively authorize any officer or
officers, employee or employees or agent or agents, in the name and on behalf of
the Corporation, to enter into any contract or execute and deliver any
instrument, and any such authority may be general or confined to specific
instances, or otherwise limited.

         6.2 LOANS. The Board may prospectively or retroactively authorize the
Chief Executive Officer or any other officer, employee or agent of the
Corporation to effect loans and advances at any time for the Corporation from
any bank, trust company or other institution, or from any firm, corporation or
individual, and for such loans and advances the person so authorized may make,
execute and deliver promissory notes, bonds or other certificates or evidences
of indebtedness of the Corporation, and, when authorized by the Board so to do,
may pledge and hypothecate or transfer any securities or other property of the
Corporation as security for any such loans or advances. Such authority conferred
by the Board may be general or confined to specific instances, or otherwise
limited.

         6.3 CHECKS, DRAFTS, ETC. All checks, drafts and other orders for the
payment of money out of the funds of the Corporation and all evidences of
indebtedness of the Corporation shall be

<PAGE>   22
                                                                              22


signed on behalf of the Corporation in such manner as shall from time to time be
determined by resolution of the Board.

         6.4 DEPOSITS. The funds of the Corporation not otherwise employed shall
be deposited from time to time to the order of the Corporation with such banks,
trust companies, investment banking firms, financial institutions or other
depositaries as the Board may select or as may be selected by an officer,
employee or agent of the Corporation to whom such power to select may from time
to time be delegated by the Board.

                                    ARTICLE 7

                               STOCK AND DIVIDENDS
                               -------------------

         7.1 CERTIFICATES REPRESENTING SHARES. The shares of capital stock of
the Corporation shall be represented by certificates in such form (consistent
with the provisions of Section 158 of the General Corporation Law) as shall be
approved by the Board. Such certificates shall be signed by the Chairman, the
Chief Executive Officer or a Vice President and by the Secretary or an Assistant
Secretary or the Chief Financial Officer or an Assistant Treasurer, and may be
impressed 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 registrar other than the
Corporation itself or its employee. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon any
certificate shall have ceased to be such officer, transfer agent or registrar
before such certificate is issued, such certificate may, unless otherwise
ordered by the Board, be issued by the Corporation with the same effect as if
such person were such officer, transfer agent or registrar at the date of issue.

         7.2 TRANSFER OF SHARES. Transfers of shares of capital stock of the
Corporation shall be made only on the books of the Corporation by the holder
thereof or by the holder's duly

<PAGE>   23
                                                                              23


authorized attorney appointed by a power of attorney duly executed and filed
with the Secretary or a transfer agent of the Corporation, and on surrender of
the certificate or certificates representing such shares of capital stock
properly endorsed for transfer and upon payment of all necessary transfer taxes.
Every certificate exchanged, returned or surrendered to the Corporation shall be
marked "Cancelled," with the date of cancellation, by the Secretary or an
Assistant Secretary or the transfer agent of the Corporation. A person in whose
name shares of capital stock shall stand on the books of the Corporation shall
be deemed the owner thereof to receive dividends, to vote as such owner and for
all other purposes as respects the Corporation. No transfer of shares of capital
stock shall be valid as against the Corporation, its stockholders and creditors
for any purpose, except to render the transferee liable for the debts of the
Corporation to the extent provided by law, until such transfer shall have been
entered on the books of the Corporation by an entry showing from and to whom
transferred.

         7.3 TRANSFER AND REGISTRY AGENTS. The Corporation may from time to time
maintain one or more transfer offices or agents and registry offices or agents
at such place or places as may be determined from time to time by the Board.

         7.4 LOST, DESTROYED, STOLEN AND MUTILATED CERTIFICATES. The holder of
any shares of capital stock of the Corporation shall immediately notify the
Corporation of any loss, destruction, theft or mutilation of the certificate
representing such shares, and the Corporation may issue a new certificate to
replace the certificate alleged to have been lost, destroyed, stolen or
mutilated. The Board may, in its discretion, as a condition to the issue of any
such new certificate, require the owner of the lost, destroyed, stolen or
mutilated certificate, or his or her legal representatives, to make proof
satisfactory to the Board of such loss, destruction, theft or mutilation and to
advertise such fact in such manner as the Board may require, and to give the
Corporation and its

<PAGE>   24
                                                                              24


transfer agents and registrars, or such of them as the Board may require, a bond
in such form, in such sums and with such surety or sureties as the Board may
direct, to indemnify the Corporation and its transfer agents and registrars
against any claim that may be made against any of them on account of the
continued existence of any such certificate so alleged to have been lost,
destroyed, stolen or mutilated and against any expense in connection with such
claim.

         7.5 RULES AND REGULATIONS. The Board may make such rules and
regulations as it may deem expedient, not inconsistent with these By-laws or
with the Certificate of Incorporation, concerning the issue, transfer and
registration of certificates representing shares of its capital stock.

         7.6 DIVIDENDS, SURPLUS, ETC. Subject to the provisions of the
Certificate of Incorporation and of law, the Board:

                  1.10.1 may declare and pay dividends or make other
         distributions on the outstanding shares of capital stock in such
         amounts and at such time or times as it, in its discretion, shall deem
         advisable giving due consideration to the condition of the affairs of
         the Corporation;

                  1.10.2 may use and apply, in its discretion, any of the
         surplus of the Corporation in purchasing or acquiring any shares of
         capital stock of the Corporation, or purchase warrants therefor, in
         accordance with law, or any of its bonds, debentures, notes, scrip or
         other securities or evidences of indebtedness; and

                  1.10.3 may set aside from time to time out of such surplus or
         net profits such sum or sums as, in its discretion, it may think
         proper, as a reserve fund to meet contingencies, or for equalizing
         dividends or for the purpose of maintaining or increasing

<PAGE>   25
                                                                              25


         the property or business of the Corporation, or for any purpose it may
         think conducive to the best interests of the Corporation.

                                    ARTICLE 8
                                 INDEMNIFICATION

         To the fullest extent permitted by the General Corporation Law, the
Corporation shall indemnify any current or former Director or officer of the
Corporation and may, at the discretion of the Board of Directors, indemnify any
current or former employee or agent of the Corporation against all expenses,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with any threatened, pending or completed action, suit or
proceeding brought by or in the right of the Corporation or otherwise, to which
he was or is a party or is threatened to be made a party by reason of his
current or former position with the Corporation or by reason of the fact that he
is or was serving, at the request of the Corporation, as a director, officer,
partner, trustee, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise.

<PAGE>   26
                                                                              26


                                    ARTICLE 9

                                BOOKS AND RECORDS
                                -----------------

         9.1 BOOKS AND RECORDS. There shall be kept at the principal office of
the Corporation correct and complete records and books of account recording the
financial transactions of the Corporation and minutes of the proceedings of the
stockholders, the Board and any committee of the Board. The Corporation shall
keep at its principal office, or at the office of the transfer agent or
registrar of the Corporation, a record containing the names and addresses of all
stockholders, the number and class of shares held by each and the dates when
they respectively became the owners of record thereof.

         9.2 FORM OF RECORDS. Any records maintained by the Corporation in the
regular course of its business, including its stock ledger, books of account,
and minute books, may be kept on, or be in the form of, punch cards, magnetic
tape, photographs, microphotographs, or any other information storage device,
provided that the records so kept can be converted into clearly legible written
form within a reasonable time. The Corporation shall so convert any records so
kept upon the request of any person entitled to inspect the same.

         9.3 INSPECTION OF BOOKS AND RECORDS. Except as otherwise provided by
law, the Board shall determine from time to time whether, and, if allowed, when
and under what conditions and regulations, the accounts, books, minutes and
other records of the Corporation, or any of them, shall be open to the
stockholders for inspection.

<PAGE>   27
                                                                              27


                                   ARTICLE 10

                                      SEAL
                                      ----

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

                                   ARTICLE 11

                                   FISCAL YEAR
                                   -----------

                  The fiscal year of the Corporation shall be fixed, and may be
changed, by resolution of the Board.

                                   ARTICLE 12

                              PROXIES AND CONSENTS
                              --------------------

                  Unless otherwise directed by the Board, the Chairman, the
President, any Vice President, the Secretary or the Chief Financial Officer, or
any one of them, may execute and deliver on behalf of the Corporation proxies
respecting any and all shares or other ownership interests of any partnership,
joint venture, trust, employee benefit plan or other enterprise (an "Other
Entity") owned by the Corporation appointing such person or persons as the
officer executing the same shall deem proper to represent and vote the shares or
other ownership interests so owned at any and all meetings of holders of shares
or other ownership interests, whether general or special, and/or to execute and
deliver consents respecting such shares or other ownership interests; or any of
the aforesaid officers may attend any meeting of the holders of

<PAGE>   28
                                                                             28


shares or other ownership interests of such Other Entity and thereat vote or
exercise any or all other powers of the Corporation as the holder of such shares
or other ownership interests.



                                   ARTICLE 13

                                   AMENDMENTS
                                   ----------

                  The Board of Directors may from time to time adopt, amend or
repeal the By-laws; PROVIDED, HOWEVER, that any By-laws adopted or amended by
the Board may be amended or repealed, and any By-laws may be adopted, by a vote
of the Stockholders having at least a majority in voting power of the capital
stock of the Corporation eligible to vote thereon under applicable law.