<PAGE>   1

                                                                     EXHIBIT 3.3

                                    BY-LAWS

                                       OF

                         EL PASO TENNESSEE PIPELINE CO.
                            (FORMERLY TENNECO INC.)
                            (A DELAWARE CORPORATION)





Effective December 12, 1996
Name Change Effective December 12, 1996
<PAGE>   2
                                    BY-LAWS

                                       OF

                         EL PASO TENNESSEE PIPELINE CO.
                            (FORMERLY TENNECO INC.)

                               TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                                      Page
<S>                                                                                                      <C>
ARTICLE I.  OFFICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1
         Section 1   -  Registered Office and Agent   . . . . . . . . . . . . . . . . . . . . . . . . .  1
         Section 2   -  Other Offices   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1

ARTICLE II.  STOCKHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1
         Section 1   -  Annual Meetings   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1
         Section 2   -  Special Meetings  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1
         Section 3   -  Place of Meetings   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  2
         Section 4   -  Notice of Meetings  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  2
         Section 5   -  Fixing of Record Date for Determining Stockholders  . . . . . . . . . . . . . .  2
         Section 6   -  Quorum  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  3
         Section 7   -  Organization  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  3
         Section 8   -  Voting  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  4
         Section 9   -  Inspectors  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  5
         Section 10  -  List of Stockholders  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  5
         Section 11  -  Stockholder Proposals   . . . . . . . . . . . . . . . . . . . . . . . . . . . .  5

ARTICLE III.  BOARD OF DIRECTORS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  5
         Section 1   -  Number, Qualification and Term of Office  . . . . . . . . . . . . . . . . . . .  5
         Section 2   -  Vacancies   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  6
         Section 3   -  Resignations  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  6
         Section 4   -  Removals  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  6
         Section 5   -  Place of Meetings; Books and Records  . . . . . . . . . . . . . . . . . . . . .  6
         Section 6   -  Annual Meeting of the Board   . . . . . . . . . . . . . . . . . . . . . . . . .  6
         Section 7   -  Regular Meetings  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  7
         Section 8   -  Special Meetings  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  7
         Section 9   -  Quorum and Manner of Acting   . . . . . . . . . . . . . . . . . . . . . . . . .  7
         Section 10  -  Organization  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  7
         Section 11  -  Consent of Directors in Lieu of Meeting   . . . . . . . . . . . . . . . . . . .  8
         Section 12  -  Telephonic Meetings   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  8
         Section 13  -  Compensation  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  8
         Section 14  -  Interested Directors  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  8
</TABLE>


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<TABLE>
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ARTICLE IV.  COMMITTEES OF THE BOARD OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . .  9
         Section 1   -  Executive Committee   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  9
         Section 2   -  Finance Committee   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  9
         Section 3   -  Audit Committee   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  9
         Section 4   -  Compensation Committee  . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
         Section 5   -  Committee Chairman, Books and Records   . . . . . . . . . . . . . . . . . . . . 10
         Section 6   -  Alternates  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
         Section 7   -  Other Committees  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
         Section 8   -  Quorum and Manner of Acting   . . . . . . . . . . . . . . . . . . . . . . . . . 11

ARTICLE V.  OFFICERS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
         Section 1   -  Number  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
         Section 2   -  Election  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
         Section 3   -  Resignations  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
         Section 4   -  Removals  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
         Section 5   -  Vacancies   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
         Section 6   -  Chairman of the Board   . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
         Section 7   -  Chief Executive Officer   . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
         Section 8   -  President   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
         Section 9   -  Vice Chairman of the Board  . . . . . . . . . . . . . . . . . . . . . . . . . . 14
         Section 10  -  Chief Operating Officer   . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
         Section 11  -  Chief Financial Officer   . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
         Section 12  -  Vice Presidents   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
         Section 13  -  General Counsel   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
         Section 14  -  Secretary   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
         Section 15  -  Treasurer   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
         Section 16  -  Controller  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
         Section 17  -  Absence or Disability of Officers   . . . . . . . . . . . . . . . . . . . . . . 17

ARTICLE VI.  STOCK CERTIFICATES AND TRANSFER THEREOF  . . . . . . . . . . . . . . . . . . . . . . . . . 17
         Section 1   -  Stock Certificates  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
         Section 2   -  Transfer of Stock   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
         Section 3   -  Transfer Agents and Registrars  . . . . . . . . . . . . . . . . . . . . . . . . 17
         Section 4   -  Additional Regulations  . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
         Section 5   -  Lost, Stolen or Destroyed Certificates  . . . . . . . . . . . . . . . . . . . . 18

ARTICLE VII.  DIVIDENDS, SURPLUS, ETC.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

ARTICLE VIII.  SEAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

ARTICLE IX.  FISCAL YEAR  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

ARTICLE X.  INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
         Section 1   -  General   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
         Section 2   -  Actions by or in the Right of the Corporation   . . . . . . . . . . . . . . . . 19
</TABLE>


                                      ii
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<TABLE>
<S>                                                                                                     <C>
         Section 3   -  Indemnification in Certain Cases  . . . . . . . . . . . . . . . . . . . . . . . 19
         Section 4   -  Procedure   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
         Section 5   -  Advances for Expenses and Costs   . . . . . . . . . . . . . . . . . . . . . . . 21
         Section 6   -  Remedies in Cases of Determination
                        not to Indemnify or to Advance Expenses   . . . . . . . . . . . . . . . . . . . 22
         Section 7   -  Rights Non-Exclusive  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
         Section 8   -  Insurance   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
         Section 9   -  Surviving of Rights   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
         Section 10  -  Indemnification of Employees and Agents of the Corporation  . . . . . . . . . . 23
         Section 11  -  Definitions   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

ARTICLE XI.  CHECKS, DRAFTS, BANK ACCOUNTS, ETC.  . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
         Section 1   -  Checks, Drafts, Etc.; Loans   . . . . . . . . . . . . . . . . . . . . . . . . . 24
         Section 2   -  Deposits  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

ARTICLE XII.  AMENDMENTS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

ARTICLE XIII.  MISCELLANEOUS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
</TABLE>


                                     iii
<PAGE>   5
                                                                   EXHIBIT 3(ii)

                                    BY-LAWS

                                       OF

                         EL PASO TENNESSEE PIPELINE CO.
                            (FORMERLY TENNECO INC.)


                                   ARTICLE I

                                    OFFICES

SECTION 1.  REGISTERED OFFICE AND AGENT

     The registered office of the corporation is located at Corporation Trust
Center, 1209 Orange Street in the City of Wilmington, County of New Castle,
State of Delaware, and the name of its registered agent at such address is The
Corporation Trust Company.

SECTION 2.  OTHER OFFICES

     The corporation may have offices at such other places both within and
without the State of Delaware as the Board of Directors (the "Board") may from
time to time determine or the business of the corporation may require.


                                   ARTICLE II

                                  STOCKHOLDERS

SECTION 1.  ANNUAL MEETINGS

     A meeting of the stockholders for the purpose of electing Directors and
for the transaction of such other business as may properly be brought before
the meeting shall be held annually at 5:00 o'clock P.M. on the second Tuesday
in June, or at such other time on such other date as shall be fixed by
resolution of the Board.  If the day fixed for the annual meeting shall be a
legal holiday such meeting shall be held on the next succeeding business day.

SECTION 2.  SPECIAL MEETINGS

     Special meetings of the stockholders for any purpose or purposes may be
called only by a majority of the Board, the Chairman of the Board, the Chief
Executive Officer, the President or the Vice Chairman of the Board.
<PAGE>   6
SECTION 3.  PLACE OF MEETINGS

     The annual meeting of the stockholders of the corporation shall be held at
the general offices of the corporation in the City of El Paso, State of Texas,
or at such other place in the United States as may be stated in the notice of
the meeting.  All other meetings of the stockholders shall be held at such
places within or without the State of Delaware as shall be stated in the notice
of the meeting.

SECTION 4.  NOTICE OF MEETINGS

     4.1  GIVING OF NOTICE.  Except as otherwise provided by statute, written
notice of each meeting of the stockholders, whether annual or special, shall be
given not less than ten nor more than sixty days before the date of the meeting
to each stockholder entitled to vote at such meeting.  If mailed, notice shall
be given when deposited in the United States mails, postage prepaid, directed
to such stockholder at his address as it appears in the stock ledger of the
corporation.  Each such notice shall state 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.

     4.2  NOTICE OF ADJOURNED MEETINGS.  When a meeting is adjourned to another
time and place, notice of the adjourned meeting need not be given if the time
and place thereof are announced at the meeting at which the adjournment is
given.  If 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.

     4.3  WAIVER OF NOTICE

     4.3.1  Whenever any notice is required to be given to any stockholder
under the provisions of these By-laws, the Certificate of Incorporation or the
general Corporation Law of the State of Delaware, a waiver thereof in writing,
signed by the person or persons entitled to such notice, whether before or
after the time stated therein, shall be deemed equivalent to the giving of such
notice.

     4.3.2  The attendance of a stockholder at a meeting shall constitute a
waiver of notice of such meeting, except when a stockholder attends a meeting
for the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened.

SECTION 5.  FIXING OF RECORD DATE FOR DETERMINING STOCKHOLDERS

     5.1  MEETINGS.  For the purpose of determining stockholders entitled to
notice of or to vote at any meeting of stockholders or any adjournment thereof,
the Board 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, and
which record date shall not be more than sixty nor less than ten days before
the date of such meeting.  If no record date is fixed by the Board, the record
date for determining 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





                                       2
<PAGE>   7
which the meeting is held.  A determination of stockholders of record entitled
to notice of or to vote at the meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the Board may fix a new
record date for the adjourned meeting.

     5.2  DIVIDENDS, DISTRIBUTIONS AND OTHER RIGHTS.  For the purpose of
determining stockholders entitled to receive payment of any dividend or other
distribution or allotment of any rights or 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 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 adopts the resolution relating thereto.

SECTION 6.  QUORUM

     A majority of the outstanding shares of stock of the corporation entitled
to vote, present in person or represented by proxy, shall constitute a quorum
at a meeting of the stockholders; provided that where a separate vote by a
class or classes or by a series of a class is required, a majority of the
outstanding shares of such class or classes or of such series of a class,
present in person or represented by proxy at the meeting, shall constitute a
quorum entitled to take action with respect to the vote on that matter.  Shares
of stock will be counted toward a quorum if they are either (i) present in
person at the meeting or (ii) represented at the meeting by a valid proxy,
whether the instrument granting such proxy is marked as casting a vote or
abstaining, is left blank or does not empower such proxy to vote with respect
to some or all matters to be voted upon at the meeting.  If less than a
majority of the outstanding shares entitled to vote are represented at a
meeting, a majority of the shares so represented may adjourn the meeting from
time to time without further notice.  If a quorum is present or represented at
a reconvened meeting following such an adjournment, any business may be
transacted that might have been transacted at the meeting as originally called.
The stockholders present at a duly organized meeting may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum.

SECTION 7.  ORGANIZATION

     At each meeting of the stockholders, the Chairman of the Board, or in his
absence the Chief Executive Officer, the President or the Vice Chairman of the
Board, or if all of the said officers are absent, a person designated by the
Board, the Chairman of the Board, the Chief Executive Officer, the President or
the Vice Chairman of the Board, or in the absence of such designated person, a
person elected by the holders of a majority in number of shares of stock
present in person or represented by proxy and entitled to vote, shall act as
chairman of the meeting.

     The Secretary, or in his absence or in the event he shall be presiding
over the meeting in accordance with the provisions of this Section, an
Assistant Secretary or, in the absence of the





                                       3
<PAGE>   8
Secretary and all of the Assistant Secretaries, any person appointed by the
chairman of the meeting, shall act as secretary of the meeting.

SECTION 8.  VOTING

     8.1  GENERAL PROVISIONS.  Unless otherwise provided in the Certificate of
Incorporation or a resolution of the Board creating a series of stock, at each
meeting of the stockholders, each holder of any share of any series or class of
stock entitled to vote at such meeting shall be entitled to one vote for each
share of stock having voting power in respect of each matter upon which a vote
is to be taken, standing in his name on the stock ledger of the corporation on
the record date fixed as provided in these By-laws for determining the
stockholders entitled to vote at such meeting.  In all matters other than the
election of Directors, if a quorum is present, the affirmative vote of the
majority of the shares present in person or represented by proxy at the meeting
and entitled to vote on the subject matter shall be the act of the
stockholders, unless the vote of a greater number is required by these By-laws,
the Certificate of Incorporation or the General Corporation Law of the State of
Delaware.  In determining the number of votes cast for or against a proposal,
shares abstaining from voting on a matter (including elections) will not be
treated as a vote for or against the proposal.  A non-vote by a broker will be
treated as if the broker never voted, but a non-vote by a stockholder will be
counted as a vote "for" the management's position.  Where a separate vote by a
class or classes or by a series of a class is required, if a quorum is present,
the affirmative vote of the majority of shares of such class or classes or
series of a class present in person or represented by proxy at the meeting
shall be the act of such class or classes or series of a class.  The provisions
of this Section will govern with respect to all votes of stockholders except as
otherwise provided for in these By-laws, the Certificate of Incorporation or
the General Corporation Law of the State of Delaware.

     8.2  VOTING FOR DIRECTORS.  At each election of Directors the voting shall
be by written ballot.  Directors shall be elected by a plurality of the votes
of the shares present in person or represented by proxy at the meeting and
entitled to vote on the election of Directors.

     8.3  SHARES HELD OR CONTROLLED BY THE CORPORATION.  Shares of its own
capital 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 by the corporation, shall neither be entitled to vote
nor counted for quorum purposes.

     8.4  PROXIES.  A stockholder may vote by proxy executed in writing by the
stockholder or by his attorney-in-fact.  Such proxy shall be filed with the
Secretary of the corporation before or at the time of the meeting.  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 another duly executed proxy bearing a later date with the Secretary of
the corporation.  A proxy shall become invalid three years after the date of
its execution, unless otherwise provided in the proxy.  A proxy with respect to
a specified meeting shall entitle the holder thereof to vote at any reconvened
meeting following adjournment of such meeting but shall not be valid after the
final adjournment thereof.





                                       4
<PAGE>   9

SECTION 9.  INSPECTORS

     Prior to each meeting of stockholders, the Board shall appoint two
Inspectors who are not Directors, candidates for Directors or officers of the
corporation, who shall receive and determine the validity of proxies and the
qualifications of voters, and receive, inspect, count and report to the meeting
in writing the votes cast on all matters submitted to a vote at such meeting.
In case of failure of the Board to make such appointments or in case of failure
of any Inspector so appointed to act, the Chairman of the Board shall make such
appointment or fill such vacancies.  Each Inspector, immediately before
entering upon his duties, shall subscribe to an oath or affirmation faithfully
to execute the duties of Inspector at such meeting with strict impartiality and
according to the best of his ability.

SECTION 10.  LIST OF STOCKHOLDERS

     The Secretary or other officer or agent having charge of the stock ledger
of the corporation shall prepare and make, at least ten days before every
meeting of stockholders, a complete list of the stockholders entitled to vote
at said meeting, arranged in alphabetical order and showing the address of each
stockholder and the number of shares of each class and series registered in the
name of each such stockholder.  Such list shall be open to the examination of
any stockholder, 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.  Such 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 who is present.  The stock ledger shall be
the only evidence as to who are the stockholders entitled to examine the stock
ledger, the list required by this section, or the books of the corporation, or
to vote in person or by proxy at any such meeting.

SECTION 11.  STOCKHOLDER PROPOSALS

     Stockholder proposals for inclusion in any proxy statement to be issued in
connection with the annual meeting of stockholders must be mailed to the
Corporate Secretary, El Paso Tennessee Pipeline Co., P. O. Box 1492, El Paso,
Texas 79978, and must be received by the Corporate Secretary at least by the
150th day preceding the annual meeting of stockholders unless the specific
deadline for stockholder proposals is set forth in the corporation's proxy
statement.


                                  ARTICLE III

                               BOARD OF DIRECTORS

SECTION 1.  NUMBER, QUALIFICATION AND TERM OF OFFICE

     The business, property and affairs of the corporation shall be managed by
a Board consisting of not less than one Director.  The Board shall from time to
time by a vote of a majority of the





                                       5
<PAGE>   10
Directors then in office fix the specific number of Directors to constitute the
Board.  At each annual meeting of stockholders a Board shall be elected by the
stockholders for a term of one year.  Each Director shall serve until his
successor is duly elected and shall qualify.

SECTION 2.  VACANCIES

     Vacancies in the Board and newly created directorships resulting from any
increase in the authorized number of Directors may be filled by a vote of the
majority of the Directors then in office, although less than a quorum, or by a
sole remaining Director, at any regular or special meeting of the Board.

SECTION 3.  RESIGNATIONS

     Any Director may resign at any time upon written notice to the Board, the
Chairman of the Board, the Chief Executive Officer, the President, the Vice
Chairman of the Board or the Secretary of the corporation.  Such resignation
shall take effect on the date of receipt of such notice or at any later time
specified therein; and the acceptance of such resignation, unless otherwise
required by the terms thereof, shall not be necessary to make it effective.
When one or more Directors shall resign effective at a future date, a majority
of the Directors then in office, including those who have resigned, shall have
power to fill such vacancy or vacancies to take effect when such resignation or
resignations shall become effective.

SECTION 4.  REMOVALS

     Any Director may be removed, with or without cause, at any special meeting
of the stockholders called for that purpose, by the affirmative vote of the
holders of a majority in number of shares of the corporation entitled to vote
for the election of such Director, and the vacancy in the Board caused by any
such removal may be filled by the stockholders at such a meeting.

SECTION 5.  PLACE OF MEETINGS; BOOKS AND RECORDS

     The Board may hold its meetings, and have an office or offices, at such
place or places within or without the State of Delaware as the Board from time
to time may determine.

     The Board, subject to the provisions of applicable statutes, may authorize
the books and records of the corporation, and offices or agencies for the
issue, transfer and registration of the capital stock of the corporation, to be
kept at such place or places outside of the State of Delaware as, from time to
time, may be designated by the Board.

SECTION 6.  ANNUAL MEETING OF THE BOARD

     The first meeting of each newly elected Board, to be known as the Annual
Meeting of the Board, for the purpose of electing officers, designating
committees and the transaction of such other business as may come before the
Board, shall be held as soon as practicable after the adjournment of the annual
meeting of stockholders, and no notice of such meeting shall be





                                       6
<PAGE>   11
necessary to the newly elected Directors, provided a quorum shall be present.
In the event such meeting is not held due to the absence of a quorum, the
meeting may be held at such time and place as shall be specified in a notice
given as hereinafter provided for special meetings of the Board, or as shall be
specified in a written waiver signed by all of the newly elected Directors.

SECTION 7.  REGULAR MEETINGS

     The Board shall provide for regular meetings of the Board at such times
and at such places as it deems desirable.  Notice of regular meetings need not
be given.

SECTION 8.  SPECIAL MEETINGS

     Special meetings of the Board may be called by the Chairman of the Board,
the Chief Executive Officer, the President or the Vice Chairman of the Board
and shall be called by the Secretary on the written request of three Directors
on such notice as the person or persons calling the meeting shall deem
appropriate in the circumstances.  Notice of each such special meeting shall be
mailed to each Director or delivered to him by telephone, telegraph or any
other means of electronic communication, in each case addressed to his
residence or usual place of business, or delivered to him in person or given to
him orally.  The notice of meeting shall state the time and place of the
meeting but need not state the purpose thereof.  Whenever any notice is
required to be given to any Director under the provisions of these By-laws, the
Certificate of Incorporation or the General Corporation Law of the State of
Delaware, a waiver thereof in writing, signed by the person or persons entitled
to such notice, whether before or after the time stated therein, shall be
deemed equivalent to the giving of such notice.  Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the Board
or any committee appointed by the Board need be specified in the waiver of
notice of such meeting.  Attendance of a Director at any meeting shall
constitute a waiver of notice of such meeting except when a Director attends a
meeting for the express purpose of objecting to the transaction of any business
because the meeting was not lawfully called or convened.

SECTION 9.  QUORUM AND MANNER OF ACTING

     Except as otherwise provided by statute, the Certificate of Incorporation,
or these By-laws, the presence of a majority of the total number of Directors
shall constitute a quorum for the transaction of business at any regular or
special meeting of the Board, and the act of a majority of the Directors
present at any such meeting at which a quorum is present shall be the act of
the Board.  In the absence of a quorum, a majority of the Directors present may
adjourn the meeting, from time to time, until a quorum is present.  Notice of
any such adjourned meeting need not be given.

SECTION 10.  ORGANIZATION

     At every meeting of the Board, the Chairman of the Board or in his absence
the Chief Executive Officer, the President or the Vice Chairman of the Board,
or if all of the said officers are absent, a chairman chosen by a majority of
the Directors present shall act as chairman of the





                                       7
<PAGE>   12
meeting.  The Secretary, or in his absence, an Assistant Secretary, or in the
absence of the Secretary and all the Assistant Secretaries, any person
appointed by the chairman of the meeting, shall act as secretary of the
meeting.

SECTION 11.  CONSENT OF DIRECTORS IN LIEU OF MEETING

     Unless otherwise restricted by the Certificate of Incorporation or by
these By-laws, any action required or permitted to be taken at any meeting of
the Board, or any committee designated by the Board, may be taken without a
meeting if all members of the Board or committee consent thereto in writing,
and such written consent is filed with the minutes of the proceedings of the
Board or committee.

SECTION 12.  TELEPHONIC MEETINGS

     Members of the Board, or any committee designated by the Board, may
participate in any meeting of the Board or 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 such a
meeting shall constitute presence in person at such meeting.

SECTION 13.  COMPENSATION

     Each Director, who is not a full-time salaried officer of the corporation
or any of its wholly owned subsidiaries, when authorized by resolution of the
Board, may receive as a Director a stated salary or an annual retainer, and any
other benefits as the Board may determine, and in addition may be allowed a
fixed fee or reimbursement of his reasonable expenses for attendance at each
regular or special meeting of the Board or any committee thereof.

SECTION 14.  INTERESTED DIRECTORS

     No contract or transaction between the corporation and one or more of its
Directors or officers, or between the corporation and any other corporation,
partnership, association or other organization in which one or more of its
Directors or officers are Directors or officers of this corporation, or have a
financial interest in such contract or transaction, shall be void or voidable
solely for this reason, or solely because the Director or officer is present at
or participates in the meeting of the Board or committee thereof which
authorizes the contract or transaction, or solely because his or their votes
are counted for such purpose, if:  (1) the material facts as to his
relationship or interest and as to the contract or transaction are disclosed or
are known to the Board or the committee, and the Board or committee in good
faith authorizes the contract or transaction by the affirmative votes of a
majority of the disinterested Directors, even though the disinterested
Directors be less than a quorum; or (2) the material facts as to his
relationship or interest and as to the contract or transaction are disclosed or
are known to the stockholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the stockholders;
or (3) the contract or transaction is fair as to the corporation as of the time
it is authorized, approved or ratified by the Board, a committee thereof or the
stockholders.





                                       8
<PAGE>   13
Common or interested Directors may be counted in determining the presence of a
quorum at a meeting of the Board or of a committee which authorizes the
contract or transaction.


                                   ARTICLE IV

                      COMMITTEES OF THE BOARD OF DIRECTORS

SECTION 1.  EXECUTIVE COMMITTEE

     The Board may, in its discretion, designate an Executive Committee,
consisting of such number of Directors as the Board may from time to time
determine.  The committee 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 affixed to all
papers which may require it, but the committee shall have no power or authority
to amend the Certificate of Incorporation (except that the committee may, to
the extent authorized in the resolution or resolutions providing for the
issuance of shares of stock adopted by the Board, 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).  The committee shall have
such other powers as the Board may from time to time prescribe.

SECTION 2.  FINANCE COMMITTEE

     The Board may, in its discretion, designate a Finance Committee,
consisting of such number of Directors as the Board may from time to time
determine.  The committee shall monitor, review, appraise and recommend to the
Board appropriate action with respect to the corporation's capital structure,
its source of funds and its financial position; review and recommend
appropriate delegations of authority to management on expenditures and other
financial commitments; review terms and conditions of financing plans; develop
and recommend dividend policies and recommend to the Board specific dividend
payments; and review the performance of the trustee of the corporation's
pension trust fund, and any proposed change in the investment policy of the
trustee with respect to such fund.  The committee shall have such other duties,
functions and powers as the Board may from time to time prescribe.

SECTION 3.  AUDIT COMMITTEE

     The Board may designate annually an Audit Committee consisting of not less
than two Directors as it may from time to time determine, none of whom shall be
officers or employees of the corporation.  The committee shall review with the
independent accountants the corporation's financial statements, basic
accounting and financial policies and practices, adequacy of controls, standard
and special tests used in verifying the corporation's statements of account and
in determining the soundness of the corporation's financial condition, and the
committee shall report





                                       9
<PAGE>   14
to the Board the results of such reviews; review the policies and practices
pertaining to publication of quarterly and annual statements to assure
consistency with audited results and the implementation of policies and
practices recommended by the independent accountants; ensure that suitable
independent audits are made of the operations and results of subsidiary
corporations and affiliates; and monitor compliance with the corporation's code
of business conduct.  The committee shall have such other duties, functions and
powers as the Board may from time to time prescribe.

SECTION 4.  COMPENSATION COMMITTEE

     The Board may designate annually a Compensation Committee consisting of
not less than two Directors as it may from time to time determine, none of whom
shall be officers or employees of the corporation.  The committee shall
administer the corporation's executive compensation plans and programs.  In
addition, the committee shall consider proposals with respect to the creation
of and changes to executive compensation plans and will review appropriate
criteria for establishing certain performance measures and determining annual
corporate and executive performance ratings under applicable corporation plans
and programs.  The committee shall have such other duties, functions and powers
as the Board may from time to time prescribe.

SECTION 5.  COMMITTEE CHAIRMAN, BOOKS AND RECORDS

     Each committee shall elect a chairman to serve for such term as it may
determine, shall fix its own rules of procedure and shall meet at such times
and places and upon such call or notice as shall be provided by such rules.  It
shall keep a record of its acts and proceedings, and all action of the
committee shall be reported to the Board at the next meeting of the Board.

SECTION 6.  ALTERNATES

     Alternate members of the committees prescribed by this Article IV may be
designated by the Board from among the Directors to serve as occasion may
require.  Whenever a quorum cannot be secured for any meeting of any such
committee from among the regular members thereof and designated alternates, the
member or members of such committee present at such meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board to act at the meeting in the
place of such absent or disqualified member.

     Alternative members of such committees shall receive a reimbursement for
expenses and compensation at the same rate as regular members of such
committees.

SECTION 7.  OTHER COMMITTEES

     The Board may designate such other committees, consisting of such number
of Directors as the Board may from time to time determine, and each such
committee shall serve for such term and shall have and may exercise, during
intervals between meetings of the Board, such duties, functions and powers as
the Board may from time to time prescribe.





                                       10
<PAGE>   15

SECTION 8.  QUORUM AND MANNER OF ACTING

     At each meeting of any committee the presence of a majority of the members
of such committee, whether regular or alternate, shall be necessary to
constitute a quorum for the transaction of business, and if a quorum is present
the concurrence of a majority of those present shall be necessary for the
taking of any action; provided, however, that no action may be taken by the
Executive Committee or the Finance Committee when one or more officers of the
corporation are present as members at a meeting of either such committee unless
such action shall be concurred in by the vote of at least one member of such
committee who is not an officer of the corporation.

                                   ARTICLE V

                                    OFFICERS

SECTION 1.  NUMBER

     The officers of the corporation shall consist of such of the following as
the Board may from time to time elect or appoint, or as the Chairman of the
Board may from time to time appoint pursuant to Section 6 of this Article V:  a
Chairman of the Board, a Chief Executive Officer, a President, a Vice Chairman
of the Board, a Chief Operating Officer, a Chief Financial Officer, a General
Counsel, a Secretary, a Treasurer, a Controller and one or more of the
following: Executive Vice President, Senior Vice President, Vice President,
Assistant Vice President, Associate or Assistant General Counsel, Assistant
Secretary, Assistant Treasurer, Assistant Controller and such other officers
with such titles and powers and/or duties as the Board or the Chairman of the
Board, as the case may be, shall from time to time determine.  Officers of the
corporation may simultaneously serve as officers of subsidiaries or divisions
thereof.  Any number of offices may be held by the same person.

SECTION 2.  ELECTION

     The officers of the corporation, except those who may be appointed by the
Chairman of the Board as provided in Section 6 of this Article V, shall be
elected or appointed as soon as practicable after the annual meeting of
stockholders in each year to hold office until the first meeting of the Board
after the annual meeting of stockholders next succeeding his election, or until
his successor is elected and qualified or until his earlier death, resignation
or removal.

SECTION 3.  RESIGNATIONS

     Any elected or appointed officer may resign at any time upon written
notice to the Chairman of the Board or the Secretary of the corporation.  Such
resignation shall take effect upon the date of its receipt or at such later
time as may be specified therein, and unless otherwise required by the terms
thereof, no acceptance of such resignation shall be necessary to make it
effective.





                                       11
<PAGE>   16

SECTION 4.  REMOVALS

     Any elected or appointed officer may be removed, with or without cause, by
the Board at any regular or special meeting of the Board, and in the case of an
officer appointed pursuant to Section 6 of this Article V, may be so removed by
the Chairman of the Board.  Any such removal shall be without prejudice to the
contractual rights of such officer, if any, with the corporation, but the
election or appointment of any officer shall not of itself create contractual
rights.

SECTION 5.  VACANCIES

     Any vacancy occurring in any office by death, resignation, removal or
otherwise may be filled for the unexpired portion of the term by the Board at
any regular or special meeting or as otherwise provided in these By-laws.

SECTION 6.  CHAIRMAN OF THE BOARD

     The Chairman of the Board shall, when present, preside at all meetings of
the stockholders and the Board; have authority to call special meetings of the
stockholders and of the Board; have authority to sign and acknowledge in the
name and on behalf of the corporation all stock certificates, contracts or
other documents and instruments except where the signing thereof shall be
expressly delegated to some other officer or agent by the Board or required by
law to be otherwise signed or executed and, unless otherwise provided by law or
by the Board may authorize any officer, employee or agent of the corporation to
sign, execute and acknowledge in his place and stead all such documents and
instruments; he shall fix the compensation of officers of the corporation,
other than his own compensation, and the compensation of officers of its
principal operating subsidiaries reporting directly to him unless such
authority is otherwise reserved to the Board or a committee thereof; and he
shall approve proposed employee compensation and benefit plans of subsidiary
companies not involving the issuance or purchase of capital stock of the
corporation.  He shall have the power to appoint and remove any Vice President,
Controller, General Counsel, Secretary or Treasurer of the corporation.  He
shall also have the power to appoint and remove such associate or assistant
officers of the corporation with such titles and duties as he may from time to
time deem necessary or appropriate.  He shall have such other powers and
perform such other duties as from time to time may be assigned to him by the
Board or the Executive Committee.

     The Chairman of the Board is hereby authorized, without further approval
of the Finance Committee or the Board:

     (a)   To approve individual expenditures by the corporation of up to $10
           million each for those expenditure categories presented to the Board
           in the annual budget or plan and up to $5 million each for
           individual expenditures in categories not presented to the Board,
           including but not limited to individual expenditures pertaining to
           operating expenses, purchases, leases, options to purchase or lease
           assets, investments, business acquisitions,





                                       12
<PAGE>   17
           land purchases, products or services acquisitions, litigation
           settlements, charitable donations and political contributions.

     (b)   To approve individual cost overruns of up to 10% of any amounts
           approved by or presented to the Board.

     (c)   To enter into leases or extensions thereof and other agreements with
           respect to the assets of the corporation, including interests in
           minerals and real estate, for a term of not more than 10 years or
           for an unlimited term if the aggregate initial rentals, over the
           term of the lease, including renewal options, do not exceed $3
           million.

     (d)   To approve capital contributions to the corporation's wholly owned
           subsidiaries.

     (e)   To approve disposition of assets and interests in securities of
           subsidiaries or related commitments, provided that the aggregate
           market value of the assets being disposed of in any one such
           transaction does not exceed $10 million.

     (f)   To approve increases in the capital budgets of the corporation's
           operating subsidiaries provided such increases in the aggregate do
           not exceed 10% of the corporation's capital budget for the fiscal
           year.

     (g)   To approve in emergency situations commitments in excess of the
           above-described limits provided they are in the interests of the
           corporation.

The above delegation of authority does not authorize the corporation or its
subsidiaries to make a significant change in its business or to issue the
corporation's capital stock without the specific approval of the Board.
Notwithstanding these limitations, the Chairman of the Board shall have such
power and authority as is usual, customary and desirable to perform all the
duties of the office.

SECTION 7.  CHIEF EXECUTIVE OFFICER

     The Chief Executive Officer shall assist the Chairman of the Board in the
performance of his duties and shall perform those duties assigned to him in
other provisions of the By-laws and such other duties as may from time to time
be assigned to him by the Board or the Chairman of the Board.  In the absence
or disability of the Chairman of the Board, or at his request, the Chief
Executive Officer may preside at any meeting of the stockholders or of the
Board and, in such circumstances, may exercise any of the other powers or
perform any of the other duties of the Chairman of the Board.  Subject to
delegations by the Chairman of the Board pursuant to Section 6 of this Article
V, the Chief Executive Officer may sign or execute, in the name of the
corporation, all stock certificates, deeds, mortgages, bonds, contracts or
other documents and instruments, except in cases where the signing or execution
thereof shall be required by law or shall have been expressly delegated by the
Board or these By-laws to some other officer or agent of the corporation.





                                       13
<PAGE>   18
SECTION 8.  PRESIDENT

     The President shall have general authority over the property, business and
affairs of the corporation, and over all subordinate officers, agents and
employees of the corporation, subject to the control and direction of the
Board, the Executive Committee, the Chairman of the Board and the Chief
Executive Officer, including the power to sign and acknowledge in the name and
on behalf of the corporation all stock certificates, deeds, mortgages, bonds,
contracts or other documents and instruments except when the signing thereof
shall be expressly delegated to some other officer or agent by the Board or
required by law to be otherwise signed or executed and, unless otherwise
provided by law or by the Board, may delegate to any officer, employee or agent
of the corporation authority to sign, execute and acknowledge in his place and
stead all such documents and instruments.


SECTION 9.  VICE CHAIRMAN OF THE BOARD

     The Vice Chairman of the Board shall assist the Chairman of the Board, the
Chief Executive Officer and the President, in the performance of their duties
and shall perform those duties assigned to him in other provisions of the
By-laws and such other duties as may from time to time be assigned to him by
the Board, the Chairman of the Board, the Chief Executive Officer or the
President.  In the absence or disability of the Chairman of the Board, the
Chief Executive Officer or the President, or at the request of any of them, the
Vice Chairman of the Board may preside at any meeting of the stockholders or of
the Board and, in such circumstances, may exercise any of the other powers or
perform any of the other duties of the Chairman of the Board, the Chief
Executive Officer or the President. Subject to delegations by the Chairman of
the Board pursuant to Section 6 of this Article V, the Vice Chairman of the
Board may sign or execute, in the name of the corporation, all stock
certificates, deeds, mortgages, bonds, contracts or other documents and
instruments, except in cases where the signing or execution thereof shall be
required by law or shall have been expressly delegated by the Board or these
By-laws to some other officer or agent of the corporation.

SECTION 10.  CHIEF OPERATING OFFICER

     The Chief Operating Officer shall have direct management responsibility
for the general business operations of the corporation, and he shall have such
powers and perform such duties as may be incident to the office of chief
operating officer of a corporation, those duties assigned to him by other
provisions of the By-laws, and such other duties as may from time to time be
assigned to him either directly or indirectly by the Board, the Chairman of the
Board, the Chief Executive Officer, the President or the Vice Chairman of the
Board.  Subject to delegations by the Chairman of the Board pursuant to Section
6 of this Article V, the Chief Operating Officer may sign or execute, in the
name of the corporation, all stock certificates, deeds, mortgages, bonds,
contracts or other documents and instruments, except in cases where the signing
or execution thereof shall be required by law or shall have been expressly
delegated by the Board or these By-laws to some other officer or agent of the
corporation.





                                       14
<PAGE>   19

SECTION 11.  CHIEF FINANCIAL OFFICER

     The Chief Financial Officer shall have responsibility for development and
administration of the corporation's financial plans and all financial
arrangements, its cash deposits and short term investments, its accounting
policies and its federal and state tax returns.  The Chief Financial Officer
shall also be responsible for the corporation's internal control procedures and
for its relationship with the financial community.  The Chief Financial Officer
shall perform all the duties incident to the office of chief financial officer
of a corporation, those duties assigned to him by other provisions of these
By-laws and such other duties as may be assigned to him either directly or
indirectly by the Board, the Chairman of the Board, the Chief Executive
Officer, the President, the Vice Chairman of the Board or the Chief Operating
Officer, or as may be provided by law.

SECTION 12.  VICE PRESIDENTS

     Each Executive Vice President, Senior Vice President and Vice President
shall have such powers and perform such duties as may from time to time be
assigned to him, directly or indirectly, either generally or in specific
instances, by the Board, the Chairman of the Board, the Chief Executive
Officer, the President, the Vice Chairman of the Board or the Chief Operating
Officer.

     Subject to delegations by the Chairman of the Board pursuant to Section 6
of this Article V, each Executive Vice President, Senior Vice President and
Vice President shall perform all duties incident to the office of vice
president of a corporation and shall have authority to sign or execute, in the
name of the corporation, all stock certificates, deeds, mortgages, bonds,
contracts or other documents or instruments, except in cases where the signing
or execution thereof shall have been expressly delegated by the Board or these
By-laws to some other officer or agent of the corporation.

SECTION 13.  GENERAL COUNSEL

     The General Counsel shall be the chief legal advisor of the corporation
and shall have responsibility for the management of the legal affairs and
litigation of the corporation and, in general, he shall perform the duties
incident to the office of general counsel of a corporation and such other
duties as may be assigned to him either directly or indirectly by the Board,
the Chairman of the Board, the Chief Executive Officer, the President or the
Vice Chairman of the Board, or as may be provided by law.

SECTION 14.  SECRETARY

     The Secretary shall keep the minutes of meetings of the stockholders and
of the Board in books provided for the purpose; he shall see that all notices
are duly given in accordance with the provisions of these By-laws or as
required by law; he shall be custodian of the records and of the corporate seal
or seals of the corporation; he shall see that the corporate seal is affixed to
all documents requiring same, the execution of which, on behalf of the
corporation, under its seal, is duly authorized, and when said seal is so
affixed he may attest same; and, in general, he shall





                                       15
<PAGE>   20
perform all duties incident to the office of the secretary of a corporation,
and such other duties as from time to time may be assigned to him directly or
indirectly by the Board, the Chairman of the Board, the Chief Executive
Officer, the President, the Vice Chairman of the Board or the General Counsel,
or as may be provided by law.  Any Assistant Secretary may perform any of the
duties or exercise any of the powers of the Secretary at the request of, or in
the absence or disability of, the Secretary or otherwise as occasion may
require in the administration of the business and affairs of the corporation.

SECTION 15.  TREASURER

     The Treasurer shall have charge of and be responsible for all funds,
securities, receipts and disbursements of the corporation, and shall deposit,
or cause to be deposited, in the name of the corporation, all moneys or other
valuable effects in such banks, trust companies or other depositaries as shall,
from time to time, be selected by or under authority of the Board; if required
by the Board, he shall give a bond for the faithful discharge of his duties,
with such surety or sureties as the Board may determine; he shall keep or cause
to be kept full and accurate records of all receipts and disbursements in books
of the corporation; and, in general, he shall perform the duties incident to
the office of treasurer of a corporation and such other duties as may be
assigned to him directly or indirectly by the Board, the Chairman of the Board,
the Chief Executive Officer, the President, the Vice Chairman of the Board, the
Chief Operating Officer or the Chief Financial Officer, or as may be provided
by law.  Any Assistant Treasurer may perform any of the duties or exercise any
of the powers of the Treasurer at the request of, or in the absence or
disability of, the Treasurer or otherwise as occasion may require in the
administration of the business and affairs of the corporation.

SECTION 16.  CONTROLLER

     The Controller shall be the chief accounting officer of the corporation.
He shall keep full and accurate accounts of the assets, liabilities,
commitments, receipts, disbursements and other financial transactions of the
corporation; shall cause regular audits of the books and records of account of
the corporation and shall supervise the preparation of the corporation's
financial statements; and, in general, he shall perform the duties incident to
the office of controller of a corporation and such other duties as may be
assigned to him directly or indirectly by the Board, the Audit Committee, the
Chairman of the Board, the Chief Executive Officer, the President, the Vice
Chairman of the Board, the Chief Operating Officer or the Chief Financial
Officer, or as may be provided by law.

SECTION 17.  ABSENCE OR DISABILITY OF OFFICERS

     In the absence or disability of the Chairman of the Board, the Chief
Executive Officer, the President or the Vice Chairman of the Board, the Board
or a committee thereof may designate individuals to perform the duties of those
absent or disabled.





                                       16
<PAGE>   21


                                   ARTICLE VI

                    STOCK CERTIFICATES AND TRANSFER THEREOF

SECTION 1.  STOCK CERTIFICATES

     Except as otherwise permitted by statute, the Certificate of Incorporation
or resolution or resolutions of the Board, every holder of stock in the
corporation shall be entitled to have a certificate, signed by or in the name
of the corporation by the Chairman of the Board, the Chief Executive Officer,
the President, the Vice Chairman of the Board, the Chief Operating Officer, the
Chief Financial Officer or any Vice President and by the Treasurer or an
Assistant Treasurer, or the Secretary or an Assistant Secretary of the
corporation, certifying the number of shares, and the class and series thereof,
owned by him in the corporation.  Any and all of the signatures on the
certificate may be a facsimile.  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 2.  TRANSFER OF STOCK

     Transfer of shares of the capital stock of the corporation shall be made
only on the books of the corporation by the holder thereof, or by his attorney
duly authorized, and on surrender of the certificate or certificates for such
shares.  A person in whose name shares of stock stand on the books of the
corporation shall be deemed the owner thereof as regards the corporation, and
the corporation shall not, except as expressly required by statute, be bound to
recognize any equitable or other claim to, or interest in, such shares on the
part of any other person whether or not it shall have express or other notice
thereof.

SECTION 3.  TRANSFER AGENTS AND REGISTRARS

     The Board may in its discretion appoint responsible banks or trust
companies from time to time to act as transfer agents and registrars of the
stock of the corporation, as may be required by and in accordance with
applicable laws, rules and regulations.  Except as otherwise provided by
resolution of the Board in respect of temporary certificates, no certificates
for shares of capital stock of the corporation shall be valid unless
countersigned by a transfer agent and registered by one of such registrars.

SECTION 4.  ADDITIONAL REGULATIONS

     The Board may make such additional rules and regulations as it may deem
expedient concerning the issue, transfer and registration of certificates for
shares of the capital stock of the corporation.





                                       17
<PAGE>   22

SECTION 5.  LOST, STOLEN OR DESTROYED CERTIFICATES

     The Board may provide for the issuance of new certificates of stock to
replace certificates of stock lost, stolen or destroyed, or alleged to be lost,
stolen or destroyed, upon such terms and in accordance with such procedures as
the Board shall deem proper and prescribe.


                                  ARTICLE VII

                            DIVIDENDS, SURPLUS, ETC.

     Except as otherwise provided by statute or the Certificate of
Incorporation, the Board may declare dividends upon the shares of its capital
stock either (1) out of its surplus, or (2) in case there shall be no surplus,
out of its net profits for the fiscal year, whenever, and in such amounts as,
in its opinion, the condition of the affairs of the corporation shall render it
advisable.  Dividends may be paid in cash, in property, or in shares of the
capital stock of the corporation.


                                  ARTICLE VIII

                                      SEAL

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


                                   ARTICLE IX

                                  FISCAL YEAR

     The fiscal year of the corporation shall begin on the first day of January
of each year, or on such other day as may be fixed from time to time by the
Board.

                                   ARTICLE X

                                INDEMNIFICATION

SECTION 1.  GENERAL

     The corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any contemplated, pending or completed action,
suit, arbitration, alternate dispute resolution mechanism, investigation,
administrative hearing or any other proceeding, whether





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<PAGE>   23
civil, criminal, administrative or investigative ("Proceeding") (other than a
Proceeding by or in the right of the corporation to procure a judgment in its
favor) in whole or in part attributable to (i) the fact that he is or was a
director or officer of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, employee benefit plan, trust or other
enterprise ("Indemnitee"), or (ii) anything done or not done by such Indemnitee
in any such capacity, against expenses (including attorneys' fees) and losses,
claims, liabilities, judgments, fines and amounts paid in settlement incurred
by him or on his behalf in connection with such Proceeding ("Losses") 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 Proceeding, had no reasonable cause to believe his conduct was
unlawful; provided, however, that except as provided in Section 6 of this
Article X, the corporation shall indemnify any such Indemnitee in connection
with a Proceeding initiated by such Indemnitee only if such Proceeding was
authorized by the Board of Directors.

SECTION 2.  ACTIONS BY OR IN THE RIGHT OF THE CORPORATION

         The corporation shall indemnify any person who was or is made a party
or is threatened to be made a party to any pending, completed or threatened
Proceeding brought by or in the right of the corporation to procure a judgment
in its favor in whole or in part attributable to (i) the fact that he is or was
a director or officer of the corporation, or is or was serving at the request
of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise (also an
"Indemnitee") or (ii) anything done or not done by such Indemnitee in any such
capacity, against expenses (including attorneys' fees) actually incurred by him
or on his behalf in connection with such action or suit 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, provided that no such indemnification shall
be made in respect of any claim, issue or matter as to which Delaware law
expressly prohibits such indemnification by reason of an adjudication of
liability of such person to the corporation unless and only to the extent that
the Court of Chancery of the State of Delaware or the court in which such
action or suit was brought shall determine such indemnification to be equitable
under the circumstances.

SECTION 3.  INDEMNIFICATION IN CERTAIN CASES

         Notwithstanding any other provision of this Article X, to the extent
that an Indemnitee has been wholly successful on the merits or otherwise in
defense of any Proceeding referred to in Sections 1 or 2 of this Article X or
in defense of any claim, issue or matter therein, he shall be indemnified
against expenses (including attorneys' fees) incurred by him or on his behalf
in connection therewith.  If Indemnitee is not wholly successful in such
Proceeding but is successful, on the merits or otherwise, as to one or more but
less than all claims, issues or matters in such Proceeding, the corporation
shall indemnify Indemnitee, to the maximum extent permitted by law, against
expenses (including attorneys' fees) actually incurred by Indemnitee in
connection with each successfully resolved claim, issue or matter.  For
purposes of this Section 3 and without limitation, the termination of any such
claim, issue or matter by dismissal with or without prejudice shall be deemed
to be a successful resolution as to such claim, issue or matter.





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<PAGE>   24
SECTION 4.  PROCEDURE

         4.1  Any indemnification under Sections 1 and 2 of this Article X
(unless ordered by a court) shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the
Indemnitee is proper (except that the right of Indemnitee to receive payments
pursuant to Section 5 of this Article X shall not be subject to this Section 4)
in the circumstances because he has met the applicable standard of conduct set
forth in such Sections 1 and 2, as applicable.  When seeking indemnification,
Indemnitee shall submit a written request for indemnification to the
corporation.  Such requests shall include documentation or information which is
necessary for the corporation to make a determination of Indemnitee's
entitlement to indemnification and what is reasonably available to Indemnitee.
Such determination shall be made promptly, but in no event later than 30 days
after receipt by the corporation of Indemnitee's written request for
indemnification.  The Secretary of the corporation shall, promptly upon receipt
of Indemnitee's request for indemnification, advise the Board of Directors that
Indemnitee has made such request for indemnification.

         4.2     The entitlement of Indemnitee to indemnification shall be
determined in the specific case by a majority vote of the directors who are
Disinterested Directors, even though less than a quorum, except that such
determination shall be made by Independent Legal Counsel, if either there are
no Disinterested Directors or a majority of such Disinterested Directors so
directs.

         4.3     In the event the determination of entitlement is to be made by
Independent Legal Counsel, such Independent Legal Counsel shall be selected by
the Board of Directors and approved by Indemnitee.  Upon failure of the Board
of Directors to so select such Independent Legal Counsel or upon failure of
Indemnitee to so approve, such Independent Legal Counsel shall be selected by
the Chancellor of the State of Delaware or such other person as such Chancellor
shall designate to make such selection.

         4.4     If the Board of Directors or Independent Legal Counsel shall
have determined that Indemnitee is not entitled to indemnification to the full
extent of Indemnitee's request, Indemnitee shall have the right to seek
entitlement to indemnification in accordance with the procedures set forth in
Section 6 of this Article X.

         4.5     If the person or persons empowered pursuant to Section 4.2 of
this Article X to make a determination with respect to entitlement to
indemnification shall have failed to make the requested determination within 90
days after receipt by the corporation of such request, the requisite
determination of entitlement to indemnification shall be deemed to have been
made and Indemnitee shall be absolutely entitled to such indemnification,
absent (A) misrepresentation by Indemnitee of a material fact in the request
for indemnification or (B) a final judicial determination that all or any part
of such indemnification is expressly prohibited by law.

         4.6     The termination of any Proceeding by judgment, order,
settlement or conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, adversely affect the rights of Indemnitee to
indemnification hereunder except as may be specifically provided herein, or
create a presumption that Indemnitee did not act in good faith and in a manner
which Indemnitee





                                       20
<PAGE>   25
reasonably believed to be in or not opposed to the best interests of the
corporation or create a presumption that (with respect to any criminal action
or proceeding) Indemnitee had reasonable cause to believe that Indemnitee's
conduct was unlawful.

         4.7     For purposes of any determination of good faith hereunder,
Indemnitee shall be deemed to have acted in good faith if Indemnitee's action
is based on the records or books of account of the corporation or an Affiliate,
including financial statements, or on information supplied to Indemnitee by the
officers of the corporation or an Affiliate in the course of their duties, or
on the advice of legal counsel for the corporation or an Affiliate or by an
independent certified public accountant or by an appraiser or other expert
selected with reasonable care by the corporation or an Affiliate.  The
provisions of this Section 4.7 of this Article X shall not be deemed to be
exclusive or to limit in any way the other circumstances in which the
Indemnitee may be deemed to have met the applicable standard of conduct set
forth in these By-laws.

         4.8     The knowledge and/or actions, or failure to act, of any
director, officer, agent or employee of the corporation or an Affiliate shall
not be imputed to Indemnitee for purposes of determining the right to
indemnification under these By-laws.

         4.9     Without limiting the generality of the foregoing, in the event
any Indemnitee is made a party or is threatened to be made a party to any
Proceeding:

         (A)     the Indemnitee may retain counsel satisfactory to him with the
    consent of the corporation, which may not be unreasonably withheld or
    delayed;

         (B)     the corporation shall pay all fees and expenses of such
    counsel for the Indemnitee promptly as statements therefor are received;
    and

         (C)     the corporation will use all reasonable efforts to assist in
    the vigorous defense of any such matter, provided that the corporation
    shall not be liable for any settlement effected without its written
    consent, which consent, however, shall not be unreasonably withheld.

Any Indemnitee wishing to claim indemnification under this Article X, upon
notice that such person has been made or is threatened to be made a party to
any such Proceeding, shall notify the corporation (but any failure so to notify
shall not relieve the corporation from any liability which it may have under
this Article X, except to the extent such failure materially prejudices the
corporation) and shall deliver to the corporation any undertaking required by
Section 145(e) of the Delaware General Corporation Law.  The Indemnitees as a
group may retain only one law firm to represent them with respect to each such
Proceeding unless there is, under applicable standards of professional conduct,
a conflict on any significant issue between the positions of any two or more
Indemnitees.

SECTION 5.  ADVANCES FOR EXPENSES AND COSTS

         All expenses (including attorneys' fees) incurred by or on behalf of
Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee
within three months) in





                                       21
<PAGE>   26
connection with any Proceeding shall be paid by the corporation in advance of
the final disposition of such Proceeding within 20 days after the receipt by
the corporation of a statement or statements from Indemnitee requesting from
time to time such advance or advances whether or not a determination to
indemnify has been made under Section 4 of this Article X (and even if the
Disinterested Directors or Independent Legal Counsel has determined, pursuant
to Section 4, that Indemnitee is not entitled to indemnification by reason of
their conclusions that Indemnitee (i) did not act in good faith or in a manner
Indemnitee reasonably believed to be in or not opposed to the best interests of
the corporation or (ii) had reasonable cause to believe his conduct was
unlawful, but not after the conclusion of judicial proceedings under Section
6).  Indemnitee's entitlement to such advancement of expenses shall include
those incurred in connection with any Proceeding by Indemnitee seeking an
adjudication or award in arbitration pursuant to these By-laws.  Such statement
or statements shall evidence such expenses incurred (or reasonably expected to
be incurred) by Indemnitee in connection therewith and shall include or be
accompanied by a written undertaking by or on behalf of Indemnitee to repay
such amount if it shall ultimately be determined that Indemnitee is not
entitled to be indemnified therefor pursuant to the terms of this Section 5 of
Article X.  The financial ability of an Indemnitee to repay an advance shall
not be a prerequisite to the making of such an advance.

SECTION 6.  REMEDIES IN CASES OF DETERMINATION NOT TO INDEMNIFY OR TO ADVANCE
EXPENSES

         6.1     In the event that (A) a determination is made that Indemnitee
is not entitled to indemnification hereunder, (B) advances are not made
pursuant to Section 5 of this Article X or (C) payment has not been timely made
following a determination of entitlement to indemnification pursuant to Section
4 of this Article X, Indemnitee shall be entitled to seek a final adjudication
in an appropriate court of the State of Delaware or any other court of
competent jurisdiction of Indemnitee's entitlement to such indemnification or
advance.

         6.2     In the event a determination has been made in accordance with
the procedures set forth in Section 4 of this Article X, in whole or in part,
that Indemnitee is not entitled to indemnification, any judicial proceeding
referred to in Section 6.1 of this Article X shall be de novo and Indemnitee
shall not be prejudiced by reason of any such prior determination that
Indemnitee is not entitled to indemnification.

         6.3     If a determination is made or deemed to have been made
pursuant to the terms of Sections 4 or 6 of this Article X that Indemnitee is
entitled to indemnification, the corporation shall be bound by such
determination in any judicial proceeding in the absence of (A) a
misrepresentation of a material fact by Indemnitee or (B) a final judicial
determination that all or any part of such indemnification is expressly
prohibited by law.

         6.4     To the extent deemed appropriate by the court, interest shall
be paid by the corporation to Indemnitee at a reasonable interest rate for
amounts which the corporation indemnifies or is obliged to indemnify Indemnitee
for the period commencing with the date on which Indemnitee requested
indemnification (or reimbursement or advance of expenses) and ending with the
date on which such payment is made to Indemnitee by the corporation.





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<PAGE>   27
SECTION 7.  RIGHTS NON-EXCLUSIVE

         The rights of indemnification and advancement of expenses provided by,
or granted pursuant to, this Article X shall not be deemed exclusive of any
rights to which any person seeking indemnification or advancement of expenses
may be entitled under any law, certificate of incorporation, by-law, agreement,
vote of stockholders or resolution of directors or otherwise, both as to action
in his official capacity and as to action in another capacity while holding
such office.  No amendment, alteration, rescission or replacement of these
By-laws or any provision hereof shall be effective as to Indemnitee with
respect to any action taken or omitted by such Indemnitee in Indemnitee's
position with the corporation or an Affiliate or any other entity which
Indemnitee is or was serving at the request of the corporation prior to such
amendment, alteration, rescission or replacement.

SECTION 8.  INSURANCE

         The corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him 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 X.

SECTION 9.  SURVIVING OF RIGHTS

         The indemnification and advancement of expenses provided by, or
granted pursuant to this Article X 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 10.  INDEMNIFICATION OF EMPLOYEES AND AGENTS OF THE CORPORATION

         The corporation may, by action of the Board of Directors from time to
time, grant rights to indemnification and advancement of expenses to employees
and agents of the corporation, with the same scope and effect as the provisions
of this Article X with respect to the indemnification of directors and officers
of the corporation.

SECTION 11.  DEFINITIONS

         For purposes of this Article X:

         (a)     "Affiliate" includes any corporation, partnership, joint
    venture, employee benefit plan, trust or other enterprise directly or
    indirectly owned by the corporation.

         (b)     "Corporation" includes all constituent corporations absorbed
    in a consolidation or merger as well as the resulting or surviving
    corporation so that any person who is or was a





                                       23
<PAGE>   28
    director, officer, employee or agent of such a constituent corporation or is
    or was serving at the request of such constituent corporation as a director,
    officer, employee or agent of another corporation, partnership, joint
    venture, trust or other enterprise shall stand in the same position under
    the provisions of this Article X with respect to the resulting or surviving
    corporation as he would if he had served the resulting or surviving
    corporation in the same capacity.

         (c)     "Disinterested Director" shall mean a director of the
    corporation who is not or was not a party to the Proceeding in respect of
    which indemnification is being sought by Indemnitee.

         (d)     "Independent Legal Counsel" shall mean a law firm or lawyer
    that neither is presently nor in the past five years has been retained to
    represent:  (i) the corporation or Indemnitee in any matter material to
    either such party or (ii) any other party to the Proceeding giving rise to
    a claim for indemnification hereunder.  Notwithstanding the foregoing, the
    term "Independent Counsel" shall not include any firm or person who, under
    the applicable standards of professional conduct then prevailing, would
    have a conflict of interest in representing either the corporation or
    Indemnitee in an action to determine Indemnitee's right to indemnification
    under these By- laws.  All fees and expenses of the Independent Counsel
    incurred in connection with acting pursuant to these By-laws shall be borne
    by the corporation.


                                   ARTICLE XI

                      CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

SECTION 1.  CHECKS, DRAFTS, ETC.; LOANS

     All checks, drafts or other orders for the payment of money, notes or
other evidences of indebtedness issued in the name of the corporation shall be
signed by such officer or officers, agent or agents of the corporation and in
such manner as shall, from time to time, be determined by resolution of the
Board.  No loans shall be contracted on behalf of the corporation unless
authorized by the Board.  Such authority may be general or confined to specific
circumstances.

SECTION 2.  DEPOSITS

     All funds of the corporation shall be deposited, from time to time, to the
credit of the corporation in such banks, trust companies or other depositories
as the Board may select, or as may be selected by any officer or officers,
agent or agents of the corporation to whom such power may, from time to time,
be delegated by the Board; and for the purpose of such deposit, the Chairman of
the Board, the Chief Executive Officer, the President, the Vice Chairman of the
Board, any Executive Vice President, any Senior Vice President, any Vice
President, the Treasurer or any Assistant Treasurer, or any other officer or
agent to whom such power may be





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<PAGE>   29
delegated by the Board, may endorse, assign and deliver checks, drafts and
other order for the payment of money which are payable to the order of the
corporation.


                                  ARTICLE XII

                                   AMENDMENTS

     These By-laws may be altered or repealed and new By-laws may be made by
the affirmative vote, at any meeting of the Board, of a majority of the entire
Board, subject to the rights of the stockholders of the corporation to amend or
repeal By-laws made or amended by the Board by the affirmative vote of the
holders of record of a majority in number of shares of the outstanding stock of
the corporation present or represented at any meeting of the stockholders and
entitled to vote thereon, provided that notice of the proposed action be
included in the notice of such meeting.

                                  ARTICLE XIII

                                 MISCELLANEOUS

     All references and uses herein of the masculine pronouns "he" or "his"
shall have equal applicability to and shall also mean their feminine
counterpart pronouns, such as "she" or "her."





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