<PAGE>

                                                                     EXHIBIT 3.2



                               RACI HOLDING, INC.



                                    BY-LAWS
                                    -------



                  As amended and restated on December 16, 1997
<PAGE>

                               RACI HOLDING, INC.

                                  BY-LAWS
                                  -------


                               TABLE OF CONTENTS


   SECTION                                          PAGE
   -------                                          ----

   ARTICLE I  STOCKHOLDERS

   1.01  Annual Meetings.............................  1
   1.02  Special Meetings............................  1
   1.03  Notice of Meetings; Waiver..................  1
   1.04  Quorum......................................  2
   1.05  Voting......................................  2
   1.06  Voting by Ballot............................  2
   1.07  Adjournment.................................  3
   1.08  Proxies.....................................  3
   1.09  Organization; Procedure.....................  3
   1.10  Consent of Stockholders in Lieu of Meeting..  4

   ARTICLE II  BOARD OF DIRECTORS

   2.01  General Powers..............................  4
   2.02  Number and Term of Office...................  5
   2.03  Election of Directors.......................  5
   2.04  Annual and Regular Meetings.................  5
   2.05  Special Meetings; Notice....................  5
   2.06  Quorum; Voting..............................  6
   2.07  Adjournment.................................  6
   2.08  Action Without a Meeting....................  6
   2.09  Regulations; Manner of Acting...............  6
   2.10  Action by Telephonic Communications.........  6
   2.11  Resignations................................  6
   2.12  Removal of Directors........................  7
   2.13  Vacancies and Newly Created Directorships...  7
   2.14  Compensation................................  7
   2.15  Reliance on Accounts and Reports, etc.......  7
<PAGE>

ARTICLE III  EXECUTIVE COMMITTEE AND OTHER
              COMMITTEES

3.01  How Constituted............................   8
3.02  Powers.....................................   8
3.03  Proceedings................................   9
3.04  Quorum and Manner of Acting................  10
3.05  Action by Telephonic Communications........  10
3.06  Absent or Disqualified Members.............  10
3.07  Resignations...............................  10
3.08  Removal....................................  10
3.09  Vacancies..................................  10

ARTICLE IV  OFFICERS

4.01  Number.....................................  11
4.02  Election...................................  11
4.03  Salaries...................................  11
4.04  Removal and Resignation; Vacancies.........  11
4.05  Authority and Duties of Officers...........  11
4.06  The Chairman and Chief Executive Officer...  12
4.07  The President and Chief Operating Officer..  12
4.08  The Vice Presidents........................  12
4.09  The Secretary..............................  13
4.10  The Chief Financial Officer................  14
4.11  The Treasurer..............................  14
4.12  Additional Officers........................  15
4.13  Security...................................  15

ARTICLE V  CAPITAL STOCK

5.01  Certificates of Stock......................  15
5.02  Signatures; Facsimile......................  16
5.03  Lost, Stolen or Destroyed Certificates.....  16
5.04  Transfer of Stock..........................  16
5.05  Record Date................................  16
5.06  Registered Stockholders....................  17
5.07  Transfer Agent and Registrar...............  18

                            ii
<PAGE>

ARTICLE VI  INDEMNIFICATION

6.01    Nature of Indemnity...................  18
6.02    Successful Defense....................  19
6.03    Determination That Indemnification
          Is Proper...........................  19
6.04    Advance Payment of Expenses...........  19
6.05    Procedure for Indemnification
          of Directors and Officers...........  19
6.06    Survival; Preservation of Other Rights  20
6.07    Insurance.............................  21
6.08    Severability..........................  21

ARTICLE VII  OFFICES

7.01    Registered Office.....................  21
7.02    Other Offices.........................  21

ARTICLE VIII  GENERAL PROVISIONS

8.01    Dividends.............................  21
8.02    Reserves..............................  22
8.03    Execution of Instruments..............  22
8.04    Corporate Indebtedness................  22
8.05    Deposits..............................  23
8.06    Checks................................  23
8.07    Sale, Transfer, etc. of Securities....  23
8.08    Voting as Stockholder.................  23
8.09    Fiscal Year...........................  23
8.10    Seal..................................  23
8.11    Books and Records; Inspection.........  24
8.12    Definitions...........................  24

ARTICLE IX  AMENDMENT OF BY-LAWS

9.01    Amendment.............................  24

ARTICLE X  CONSTRUCTION

10.01   Construction..........................  24

                           iii
<PAGE>

                               RACI HOLDING, INC.

                                    BY-LAWS
                                    -------

                  As amended and restated on December 16, 1997

         Certain defined terms used herein without definition shall have the
meanings set forth in Section 8.12.

                                   ARTICLE I
                                   ---------

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

         Section 1.01.  Annual Meetings. The annual meeting of the stockholders
                        ---------------
of the Corporation for the election of directors and for the transaction of such
other business as properly may come before such meeting shall be held at such
place, either within or without the State of Delaware, and at such time as shall
be designated for the first regularly-scheduled meeting of the Board of
Directors in each calendar year, or at such other date and hour as may be fixed
from time to time by resolution of the Board of Directors and set forth in the
Notice or Waiver of Notice of the meeting.  [Section 211(a), (b).]/1/

         Section 1.02.  Special Meetings.  Special meetings of the stockholders
                        ----------------
may be called at any time by the Chairman and Chief Executive Officer or by the
Board of Directors.  A special meeting shall be called by the Chairman and Chief
Executive Officer or by the Secretary, immediately upon receipt of a written
request therefor by stockholders holding in the aggregate not less than a
majority of the outstanding shares of the Corporation at the time entitled to
vote at any meeting of the stockholders.  If such officers or the Board of
Directors shall fail to call such meeting within 20 days after receipt of such
request, any stockholder executing such request may call such meeting.  Such
special meetings of the stockholders shall be held at such places, within or
without the State of Delaware, as shall be specified in the respective notices
or waivers of notice thereof.  [Section 211(d).]

         Section 1.03.  Notice of Meetings; Waiver.  The Secretary or any
                        --------------------------
Assistant Secretary shall cause written notice of the place, date and hour of
each meeting of the stockholders, and, in the case of a special meeting, the
purpose or purposes for which such meeting is called, to be given personally or
by mail, not less


---------------------------
1    Citations are to the General Corporation Law of the State of Delaware as in
     effect on August 15, 1995 (the "DGCL"), and are inserted for reference
     only, and do not constitute a part of the By-Laws.

                                       1
<PAGE>

than ten nor more than sixty days prior to the meeting, to each stockholder of
record entitled to vote at such meeting. If such notice is mailed, it shall be
deemed to have been given to a stockholder when deposited in the United States
mail, postage prepaid, directed to the stockholder at his address as it appears
on the record of stockholders of the Corporation, or, if he shall have filed
with the Secretary of the Corporation a written request that notices to him be
mailed to some other address, then directed to him at such other address. Such
further notice shall be given as may be required by law.

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

         Section 1.04.  Quorum.  Except as otherwise required by law or by the
                        ------
Certificate of Incorporation, the presence in person or by proxy of the holders
of record of a majority of the shares entitled to vote at a meeting of
stockholders shall constitute a quorum for the transaction of business at such
meeting.  [Section 216.]

         Section 1.05.  Voting.  If, pursuant to Section 5.05 of these By-Laws,
                        ------
a record date has been fixed, every holder of record of shares entitled to vote
at a meeting of stockholders shall be entitled to one vote for each share
outstanding in his name on the books of the Corporation at the close of business
on such record date.  If no record date has been fixed, then every holder of
record of shares entitled to vote at a meeting of stockholders shall be entitled
to one vote for each share of stock standing in his name on the books of the
Corporation at the close of business on the day next preceding the day on which
notice of the meeting is given, or, if notice is waived, at the close of
business on the day next preceding the day on which the meeting is held.  Except
as otherwise required by law or by the Certificate of Incorporation, the vote of
a majority of the shares represented in person or by proxy at any meeting at
which a quorum is present shall be sufficient for the transaction of any
business at such meeting.  [Sections 212(a), 216.]

         Section 1.06.  Voting by Ballot.  No vote of the stockholders need be
                        ----------------
taken by written ballot or conducted by Inspectors of Elections unless otherwise
required by law. Any vote which need not be taken by ballot may be conducted in
any manner approved by the meeting.

                                       2
<PAGE>

         Section 1.07.  Adjournment.  If a quorum is not present at any meeting
                        -----------
of the stockholders, the stockholders present in person or by proxy shall have
the power to adjourn any such meeting from time to time until a quorum is
present.  Notice of any adjourned meeting of the stockholders of the Corporation
need not be given if the place, date and hour thereof are announced at the
meeting at which the adjournment is taken, provided, however, that if the
adjournment is for more than thirty days, or if after the adjournment a new
record date for the adjourned meeting is fixed pursuant to Section 5.05 of these
By-Laws, a notice of the adjourned meeting, conforming to the requirements of
Section 1.03 hereof, shall be given to each stockholder of record entitled to
vote at such meeting.  At any adjourned meeting at which a quorum is present,
any business may be transacted that might have been transacted on the original
date of the meeting.  [Section 222(c).]

         Section 1.08.  Proxies.  Any stockholder entitled to vote at any
                        -------
meeting of the stockholders or to express consent to or dissent from corporate
action without a meeting may authorize another person or persons to vote at any
such meeting and express such consent or dissent for him by proxy.  A
stockholder may authorize a valid proxy by executing a written instrument signed
by such stockholder, or by causing his or her signature to be affixed to such
writing by any reasonable means including, but not limited to, by facsimile
signature, or by transmitting or authorizing the transmission of a telegram,
cablegram or other means of electronic transmission to the person designated as
the holder of the proxy, a proxy solicitation firm or a like authorized agent.
No such proxy shall be voted or acted upon after the expiration of three years
from the date of such proxy, unless such proxy provides for a longer period.
Every proxy shall be revocable at the pleasure of the stockholder executing it,
except in those cases where applicable law provides that a proxy shall be
irrevocable.  A stockholder may revoke any proxy which is not irrevocable by
attending the meeting and voting in person or by filing an instrument in writing
revoking the proxy or by filing another duly executed proxy bearing a later date
with the Secretary.  Proxies by telegram, cablegram or other electronic
transmission must either set forth or be submitted with information from which
it can be determined that the telegram, cablegram or other electronic
transmission was authorized by the stockholder.  Any copy, facsimile
telecommunication or other reliable reproduction of a writing or transmission
created pursuant to this section may be substituted or used in lieu of the
original writing or transmission for any and all purposes for which the original
writing or transmission could be used, provided that such copy, facsimile
telecommunication or other reproduction shall be a complete reproduction of the
entire original writing or transmission. [Section 212(b), (c), (d), (e).]

         Section 1.09.  Organization; Procedure.  At every meeting of
                        -----------------------
stockholders the presiding officer shall be the Chairman and Chief Executive
Officer or, in the event of his absence or disability, a presiding officer
chosen by a majority of the stockholders present in person or by proxy.  The
Secretary, or in the event of his

                                       3
<PAGE>

absence or disability, the Assistant Secretary, if any, or if there be no
Assistant Secretary, in the absence of the Secretary, an appointee of the
presiding officer, shall act as Secretary of the meeting. The order of business
and all other matters of procedure at every meeting of stockholders may be
determined by such presiding officer.

         Section 1.10.  Consent of Stockholders in Lieu of Meeting.  To the
                        ------------------------------------------
fullest extent permitted by law, whenever the vote of stockholders at a meeting
thereof is required or permitted to be taken for or in connection with any
corporate action, such action may be taken without a meeting, without prior
notice and without a vote of stockholders, 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 to the Corporation by
delivery to its registered office in the State of Delaware, its principal place
of business, or an officer or agent of the Corporation having custody of the
book in which proceedings of meetings of stockholders are recorded.  Delivery
made to the Corporation's registered office shall be by hand or by certified or
registered mail, return receipt requested.

         Every written consent shall bear the date of signature of each
stockholder or member who signs the consent and no written consent shall be
effective to take the corporate action referred to therein unless, within sixty
days of the earliest dated consent delivered in the manner required by law to
the Corporation, written consents signed by a sufficient number of holders or
members to take action are delivered to the Corporation by delivery to its
registered office in the State of Delaware, its principal place of business, or
an officer or agent of the Corporation having custody of the book in which
proceedings of meetings of stockholders or members are recorded.  Delivery made
to the Corporation's registered office shall be by hand or by certified or
registered mail, return receipt requested.  [Section 228(a), (c).]

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

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

         Section 2.01.  General Powers.  Except as may otherwise be provided by
                        --------------
law, by the Certificate of Incorporation or by these By-Laws, the property,
affairs and business of the Corporation shall be managed by or under the
direction of the Board of Directors and the Board of Directors may exercise all
the powers of the Corporation.  [Section 141(a).]

                                       4
<PAGE>

         Section 2.02.  Number and Term of Office.  The number of Directors
                        -------------------------
constituting the entire Board of Directors shall be eleven (11) which number may
be modified from time to time by resolution of the Board of Directors, but in no
event shall the number of Directors be less than one(1).  Each Director
(whenever elected) shall hold office until his successor has been duly elected
and qualified, or until his earlier death, resignation or removal.  [Section
141(b).]

         Section 2.03.  Election of Directors.  Except as otherwise provided in
                        ---------------------
Sections 2.12 and 2.13 of these By-Laws, the Directors shall be elected at each
annual meeting of the stockholders.  If the annual meeting for the election of
Directors is not held on the date designated therefor, the Directors shall cause
the meeting to be held as soon thereafter as convenient.  At each meeting of the
stockholders for the election of Directors, provided a quorum is present, the
Directors shall be elected by a plurality of the votes validly cast in such
election.  [Sections 211(b), (c), 216.]

         Section 2.04.  Annual and Regular Meetings.  The annual meeting of the
                        ---------------------------
Board of Directors for the purpose of electing officers and for the transaction
of such other business as may come before the meeting shall be held as soon as
possible following adjournment of the annual meeting of the stockholders at the
place of such annual meeting of the stockholders. Notice of such annual meeting
of the Board of Directors need not be given. The Board of Directors from time to
time may by resolution provide for the holding of regular meetings and fix the
place (which may be within or without the State of Delaware) and the date and
hour of such meetings. Notice of regular meetings need not be given, provided,
however, that if the Board of Directors shall fix or change the time or place of
any regular meeting, notice of such action shall be mailed promptly, or sent by
telegram, radio or cable, to each Director who shall not have been present at
the meeting at which such action was taken, addressed to him at his usual place
of business, or shall be delivered to him personally. Notice of such action need
not be given to any Director who attends the first regular meeting after such
action is taken without protesting the lack of notice to him, prior to or at the
commencement of such meeting, or to any Director who submits a signed waiver of
notice, whether before or after such meeting. [Sections 141(g), 229.]

         Section 2.05.  Special Meetings; Notice.  Special meetings of the Board
                        ------------------------
of Directors shall be held whenever called by the Chairman and Chief Executive
Officer or by a majority of the Directors then in office, at such place (within
or without the State of Delaware), date and hour as may be specified in the
respective notices or waivers of notice of such meetings.  Special meetings of
the Board of Directors may be called on 24 hours' notice, if notice is given to
each Director personally or by telephone or telegram, or on five days' notice,
if notice is mailed to each Director, addressed to him at his usual place of
business.  Notice of any special meeting need not be given to any Director who
attends such meeting without protesting the lack of

                                       5
<PAGE>

notice to him, prior to or at the commencement of such meeting, or to any
Director who submits a signed waiver of notice, whether before or after such
meeting, and any business may be transacted thereat. [Sections 141(g), 229.]

         Section 2.06.  Quorum; Voting.  At all meetings of the Board of
                        --------------
Directors, the presence of a majority of the total then authorized number of
Directors shall constitute a quorum for the transaction of business.  Except as
otherwise required by law, the vote of a majority of the Directors present at
any meeting at which a quorum is present shall be the act of the Board of
Directors.  [Section 141(b).]

         Section 2.07.  Adjournment.  A majority of the Directors present,
                        -----------
whether or not a quorum is present, may adjourn any meeting of the Board of
Directors to another time or place.  No notice need be given of any adjourned
meeting unless the time and place of the adjourned meeting are not announced at
the time of adjournment, in which case notice conforming to the requirements of
Section 2.05 shall be given to each Director.

         Section 2.08.  Action Without a Meeting.  Any action required or
                        ------------------------
permitted to be taken at any meeting of the Board of Directors may be taken
without a meeting if all members of the Board of Directors consent thereto in
writing, and such writing or writings are filed with the minutes of proceedings
of the Board of Directors.  [Section 141(f).]

         Section 2.09.  Regulations; Manner of Acting.  To the extent consistent
                        -----------------------------
with applicable law, the Certificate of Incorporation and these By-Laws, the
Board of Directors may adopt such rules and regulations for the conduct of
meetings of the Board of Directors and for the management of the property,
affairs and business of the Corporation as the Board of Directors may deem
appropriate.  The Directors shall act only as a Board, and the individual
Directors shall have no power as such.

         Section 2.10.  Action by Telephonic Communications.  Members of the
                        -----------------------------------
Board of Directors may participate in a meeting of the Board of Directors by
means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this provision shall constitute presence
in person at such meeting.  [Section 141(i).]

         Section 2.11.  Resignations.  Any Director may resign at any time by
                        ------------
delivering a written notice of resignation, signed by such Director, to the
Chairman and Chief Executive Officer and a copy of such notice to the Secretary.
Unless otherwise specified therein, such resignation shall take effect upon
delivery.  [Section 141(b).]

                                       6
<PAGE>

         Section 2.12.  Removal of Directors.  Any Director may be removed at
                        --------------------
any time, either for or without cause, upon the affirmative vote of the holders
of a majority of the outstanding shares of stock of the Corporation entitled to
vote for the election of such Director, cast at a special meeting of
stockholders called for the purpose.  Any vacancy in the Board of Directors
caused by any such removal may be filled at such meeting by the stockholders
entitled to vote for the election of the Director so removed in accordance with
Section 2.13 hereof.  If such stockholders do not fill such vacancy at such
meeting (or in the written instrument effecting such removal, if such removal
was effected by consent without a meeting), such vacancy may be filled in the
manner provided in Section 2.13 of these By-Laws.  [Section 141(k).]

         Section 2.13.  Vacancies and Newly Created Directorships.  If any
                        -----------------------------------------
vacancies shall occur in the Board of Directors, by reason of death,
resignation, removal or otherwise, or if the authorized number of Directors
shall be increased, the Directors then in office shall continue to act, and such
vacancies and newly created directorships may be filled by a majority of the
Directors then in office, although less than a quorum.  A Director elected to
fill a vacancy or a newly created directorship shall hold office until his
successor has been elected and qualified or until his earlier death, resignation
or removal.  Any such vacancy or newly created directorship may also be filled
at any time by vote of the stockholders.  [Sections 141(b), 223.]

         Section 2.14.  Compensation.  The amount, if any, which each Director
                        ------------
shall be entitled to receive as compensation for his services as such shall be
fixed from time to time by resolution of the Board of Directors, provided that
(a) no director who is an officer or employee of CDR at any time that CDR is
providing consulting services to the Corporation or one or more of its
subsidiaries and (b) no director who is an officer or employee of the
Corporation, shall be entitled to receive any compensation for his or her
services as a Director (although such Director shall be entitled to be
reimbursed for any reasonable out-of-pocket expenses incurred in connection with
his or her services as a Director). [Section 141(h).]

         Section 2.15.  Reliance on Accounts and Reports, etc.  A Director, or a
                        -------------------------------------
member of any Committee designated by the Board of Directors shall, in the
performance of his duties, be fully protected in relying in good faith upon the
records of the Corporation and upon information, opinions, reports or statements
presented to the Corporation by any of the Corporation's officers or employees,
or Committees designated by the Board of Directors, or by any other person as to
the matters the member reasonably believes are within such other person's
professional or expert competence and who has been selected with reasonable care
by or on behalf of the Corporation.  [Section 141(e).]

                                       7
<PAGE>

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

                    EXECUTIVE COMMITTEE AND OTHER COMMITTEES
                    ----------------------------------------

         Section 3.01.  How Constituted.  The Board of Directors may, by
                        ---------------
resolution adopted by a majority of the whole Board, designate one or more
Committees, including an Executive Committee, each such Committee to consist of
such number of Directors as from time to time may be fixed by the Board of
Directors.  Any Committee may be abolished or redesignated from time to time by
the Board of Directors.  The Board of Directors may designate one or more
Directors as alternate members of any such Committee, who may replace any absent
or disqualified member or members at any meeting of such Committee.  Members
(and alternate members, if any) of each such Committee may be designated at the
annual meeting of the Board of Directors.  Each member (and each alternate
member) of any such Committee (whether designated at an annual meeting of the
Board of Directors or to fill a vacancy or otherwise) shall hold office until
his successor shall have been designated or until he shall cease to be a
Director, or until his earlier death, resignation or removal.  [Section 141(b),
(c).]

         Section 3.02.  Powers.  During the intervals between the meetings of
                        ------
the Board of Directors, the Executive Committee, except as otherwise provided in
this section, shall have and may exercise all the powers and authority of the
Board of Directors in the management of the property, affairs and business of
the Corporation.  Each such other Committee, except as otherwise provided in
this section, shall have and may exercise such powers of the Board of Directors
as may be provided by resolution or resolutions of the Board of Directors.
Neither the Executive Committee nor any such other Committee shall have the
power or authority:

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

       (b)  to adopt an agreement of merger or consolidation or a certificate of
     ownership or merger;

                                       8
<PAGE>

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

       (d)  to recommend to the stockholders a dissolution of the Corporation or
     a revocation of a dissolution;

       (e)  to declare a dividend;

       (f)  to authorize the issuance of stock;

       (g)  to remove the President and Chief Operating Officer of the
     Corporation or a Director;

       (h)  (i) to authorize the Corporation to enter into or amend any
     agreement for the borrowing of funds which provides for additional
     indebtedness in excess of $10 million or (ii) to authorize a material
     modification of any existing facility, unless in the Executive Committee's
     good faith judgment, such modification is not adverse to the Corporation;

       (i)  to authorize the Corporation to enter into any guarantee of
     indebtedness in excess of $10 million;

       (j)  to authorize any new compensation or benefit program;

       (k)  to appoint or discharge the Corporation's independent public
     accountants;

       (l)  to authorize the annual operating plan, annual capital expenditure
     plan and strategic plan;

       (m)  to abolish or usurp the authority of the Board of Directors; or

       (n)  to amend these By-Laws of the Corporation.

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

         Section 3.03.  Proceedings.  Each such Committee may fix its own rules
                        -----------
of procedure and may meet at such place (within or without the State of
Delaware), at such time and upon such notice, if any, as it shall determine from
time to time.  Each such Committee shall keep minutes of its proceedings and
shall report such

                                       9
<PAGE>

proceedings to the Board of Directors at the meeting of the Board of Directors
next following any such proceedings.

         Section 3.04.  Quorum and Manner of Acting.  Except as may be otherwise
                        ---------------------------
provided in the resolution creating such Committee, at all meetings of any
Committee the presence of members (or alternate members) constituting a majority
of the total then authorized membership of such Committee shall constitute a
quorum for the transaction of business.  The act of the majority of the members
present at any meeting at which a quorum is present shall be the act of such
Committee.  Any action required or permitted to be taken at any meeting of any
such Committee may be taken without a meeting, if all members of such Committee
shall consent to such action in writing and such writing or writings are filed
with the minutes of the proceedings of the Committee.  The members of any such
Committee shall act only as a Committee, and the individual members of such
Committee shall have no power as such.  [Section 141(b), (c),(f).]

         Section 3.05.  Action by Telephonic Communications.  Members of any
                        -----------------------------------
Committee designated by the Board of Directors may participate in a meeting of
such Committee by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and participation in a meeting pursuant to this provision shall
constitute presence in person at such meeting.  [Section 141(i).]

         Section 3.06.  Absent or Disqualified Members.  In the absence or
                        ------------------------------
disqualification of a member of any Committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any such absent or disqualified
member.  [Section 141(c).]

         Section 3.07.  Resignations.  Any member (and any alternate member) of
                        ------------
any Committee may resign at any time by delivering a written notice of
resignation, signed by such member, to the Chairman and Chief Executive Officer.
Unless otherwise specified therein, such resignation shall take effect upon
delivery.  [Section 141(b).]

         Section 3.08.  Removal.  Any member (and any alternate member) of any
                        -------
Committee may be removed at any time, either for or without cause, by resolution
adopted by a majority of the whole Board of Directors.

         Section 3.09.  Vacancies.  If any vacancy shall occur in any Committee,
                        ---------
by reason of disqualification, death, resignation, removal or otherwise, the
remaining

                                       10
<PAGE>

members (and any alternate members) shall continue to act, and any such vacancy
may be filled by the Board of Directors.

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

                                    OFFICERS
                                    --------

         Section 4.01.  Number.  The officers of the Corporation shall be chosen
                        ------
by the Board of Directors and shall be a Chairman and Chief Executive Officer, a
President and Chief Operating Officer, one or more Vice Presidents, a Secretary
and a Treasurer.  The Board of Directors also may elect a Chief Financial
Officer and one or more Assistant Secretaries and Assistant Treasurers in such
numbers as the Board of Directors may determine.  Any number of offices may be
held by the same person.  No officer need be a Director of the Corporation.
[Section 142(a), (b).]

         Section 4.02.  Election.  Unless otherwise determined by the Board of
                        --------
Directors, the officers of the Corporation shall be elected by the Board of
Directors at the annual meeting of the Board of Directors, and shall be elected
to hold office until the next succeeding annual meeting of the Board of
Directors.  In the event of the failure to elect officers at such annual
meeting, officers may be elected at any regular or special meeting of the Board
of Directors.  Each officer shall hold office until his successor has been
elected and qualified, or until his earlier death, resignation or removal.  In
the event of a vacancy in the office of a Vice President, Secretary, Assistant
Secretary, Treasurer, or Assistant Treasurer, the Chairman and Chief Executive
Officer may appoint a replacement to serve until the next meeting of the Board
of Directors where a successor is elected and qualified.  [Section 142(b).]

         Section 4.03.  Salaries.  The salaries of all officers and agents of
                        --------
the Corporation shall be fixed by the Board of Directors.

         Section 4.04.  Removal and Resignation; Vacancies.  Any officer may be
                        ----------------------------------
removed for or without cause at any time by the Board of Directors.  Any officer
may resign at any time by delivering a written notice of resignation, signed by
such officer, to the Board of Directors or the Chairman and Chief Executive
Officer.  Unless otherwise specified therein, such resignation shall take effect
upon delivery.  Any vacancy occurring in any office of the Corporation by death,
resignation, removal or otherwise, shall be filled by the Board of Directors.
[Section 142(b), (e).]

         Section 4.05.  Authority and Duties of Officers.  The officers of the
                        --------------------------------
Corporation shall have such authority and shall exercise such powers and perform
such duties as may be specified in these By-Laws, except that in any event each
officer shall exercise such powers and perform such duties as may be required by
law. [Section 142(a).]

                                       11
<PAGE>

         Section 4.06.  The Chairman and Chief Executive Officer.  The Chairman
                        ----------------------------------------
and Chief Executive Officer shall preside at all meetings of the stockholders at
which he is present, shall be the chief executive officer of the Corporation,
shall have, subject to the direction of, and pursuant to resolutions approved
by, the Board of Directors, general control and supervision of the policies and
operations of the Corporation, shall see that all orders and resolutions of the
Board of Directors are carried into effect and shall report to the Board of
Directors.  He shall manage and administer the Corporation's business and
affairs and shall also perform all duties and exercise all powers usually
pertaining to the office of a chief executive officer of a corporation.  He
shall have the authority to sign, subject to general or specific resolutions
approved by the Board of Directors, in the name and on behalf of the
Corporation, checks, orders, contracts, leases, notes, drafts and other
documents and instruments in connection with the business of the Corporation,
and together with the Secretary or an Assistant Secretary, conveyances of real
estate and other documents and instruments to which the seal of the Corporation
is affixed.  He shall have the authority to cause the employment or appointment
of such employees and agents of the Corporation as the conduct of the business
of the Corporation may require, to fix their compensation, and to remove or
suspend any employee or agent elected or appointed by the Chairman and Chief
Executive Officer or the Board of Directors.  The Chairman and Chief Executive
Officer shall perform such other duties and have such other powers as the Board
of Directors may from time to time prescribe.

         Section 4.07.  The President and Chief Operating Officer.  The
                        -----------------------------------------
President and Chief Operating Officer shall be the chief operating officer of
the Corporation and shall perform, in general, all duties incident to the office
of the President and Chief Operating Officer and shall be responsible for the
operations of the Corporation, including manufacturing, engineering, marketing,
distribution, sales, labor relations and administrative responsibilities and
such other duties as may be specified in these By-Laws or as may be assigned to
him from time to time by the Chairman and Chief Executive Officer.  The
President and Chief Operating Officer shall report to the Chairman and Chief
Executive Officer.  In the absence of the Chairman and Chief Executive Officer,
the duties of the Chairman and Chief Executive Officer shall be performed and
his powers may be exercised by the President and Chief Operating Officer,
subject in any case to review and superseding action by the Chairman and Chief
Executive Officer.

         Section 4.08.  The Vice Presidents.  Each Vice President shall perform
                        -------------------
such duties and exercise such powers as may be assigned to him from time to time
by the Chairman and Chief Executive Officer or by the President and Chief
Operating Officer.

                                       12
<PAGE>

         Section 4.09.  The Secretary.  The Secretary shall have the following
                        -------------
powers and duties:

       (a)  He shall keep or cause to be kept a record of all the proceedings of
     the meetings of the stockholders and of the Board of Directors in books
     provided for that purpose.  [Section 142(a).]

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

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

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

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

       (f)  He shall have charge of the stock books and ledgers of the
     Corporation and shall cause the stock and transfer books to be kept in such
     manner as to show at any time the number of shares of stock of the
     Corporation of each class issued and outstanding, the names (alphabetically
     arranged) and the addresses of the holders of record of such shares, the
     number of shares held by each holder and the date as of which each became
     such holder of record.

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

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

                                       13
<PAGE>

         Section 4.10. The Chief Financial Officer.  The Chief Financial Officer
                       ---------------------------
shall be the chief financial officer of the Corporation and shall have the
following powers and duties:

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

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

       (c)  He shall be empowered from time to time to require from all officers
     or agents of the Corporation reports or statements giving such information
     as he may desire with respect to any and all financial transactions of the
     Corporation.

       (d)  He shall perform, in general, all duties incident to the office of
     chief financial officer and such other duties as may be specified in these
     By-Laws or as may be assigned to him from time to time by the Board of
     Directors or the President and Chief Operating Officer.

       (e) The Chief Financial Officer shall report to the President and
     Chief Operating Officer.

       (f) The President and Chief Operating Officer shall carry out all of
     the duties and responsibilities under this Section 4.10 if the Corporation
     has no Chief Financial Officer.

         Section 4.11. The Treasurer.  The Treasurer shall be the treasurer of
                       -------------
the Corporation and shall have the following powers and duties:

       (a)  He shall cause the moneys and other valuable effects of the
     Corporation to be deposited in the name and to the credit of the
     Corporation in such banks or trust companies or with such bankers or other
     depositories as shall be selected in accordance with Section 8.05 of these
     By-Laws.

       (b)  He shall cause the moneys of the Corporation to be disbursed by
     checks or drafts (signed as provided in Section 8.06 of these By-Laws) upon
     the authorized depositories of the Corporation and cause to be taken and
     preserved proper vouchers for all moneys disbursed.

                                       14
<PAGE>

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

       (d)  He shall perform, in general, all duties incident to the office of
     treasurer and such other duties as may be specified in these By-Laws or as
     may be assigned to him from time to time by the Board of Directors or the
     Chief Financial Officer, to whom he shall report.

         Section 4.12.  Additional Officers.  The Board of Directors may appoint
                        -------------------
such other officers and agents as it may deem appropriate, and such other
officers and agents shall hold their offices for such terms and shall exercise
such powers and perform such duties as may be determined from time to time by
the Board of Directors.  The Board of Directors from time to time may delegate
to any officer or agent the power to appoint subordinate officers or agents and
to prescribe their respective rights, terms of office, authorities and duties.
Any such officer or agent may remove any such subordinate officer or agent
appointed by him, for or without cause.  [Section 142(a), (b).]

         Section 4.13.  Security.  The Board of Directors may require any
                        --------
officer, agent or employee of the Corporation to provide security for the
faithful performance of his duties, in such amount and of such character as may
be determined from time to time by the Board of Directors.  [Section 142(c).]

                                   ARTICLE V
                                   ---------

                                 CAPITAL STOCK
                                 -------------

          Section 5.01.  Certificates of Stock.  The shares of the Corporation
                         ---------------------
shall be represented by certificates, provided that the Board of Directors may
provide by resolution or resolutions that some or all of any or all classes or
series of the stock of the Corporation shall be uncertificated shares. Any such
resolution shall not apply to shares represented by a certificate until each
certificate is surrendered to the Corporation. Notwithstanding the adoption of
such a resolution by the Board of Directors, every holder of stock in the
Corporation represented by certificates and upon request every holder of
uncertificated shares shall be entitled to have a certificate signed by, or in
the name of the Corporation, by the Chairman and Chief Executive Officer, the
President and Chief Operating Officer or a Vice President, and by the Treasurer
or an Assistant Treasurer, or the Secretary or an Assistant Secretary,
representing the number of shares registered in certificate form. Such
certificate shall be in such form as the Board of Directors may determine, to
the extent

                                       15
<PAGE>

consistent with applicable law, the Certificate of Incorporation and these By-
Laws. [Section 158.]

         Section 5.02.  Signatures; Facsimile.  Any or all of such signatures on
                        ---------------------
the certificate may be a facsimile, engraved or printed, to the extent permitted
by law.  In case any officer, transfer agent or registrar who has signed, or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the Corporation with the same effect as if he were
such officer, transfer agent or registrar at the date of issue.  [Section 158.]

         Section 5.03.  Lost, Stolen or Destroyed Certificates.  The Board of
                        --------------------------------------
Directors may direct that a new certificate be issued in place of any
certificate theretofore issued by the Corporation alleged to have been lost,
stolen or destroyed, upon delivery to the Board of Directors of an affidavit of
the owner or owners of such certificate, setting forth such allegation.  The
Board of Directors may require the owner of such lost, stolen or destroyed
certificate, or his legal representative, to give the Corporation a bond
sufficient to indemnify it against any claim that may be made against it on
account of the alleged loss, theft or destruction of any such certificate or the
issuance of any such new certificate.  [Section 167.]

         Section 5.04.  Transfer of Stock.  Upon surrender to the Corporation or
                        -----------------
the transfer agent of the Corporation of a certificate for shares, duly endorsed
or accompanied by appropriate evidence of succession, assignment or authority to
transfer, the Corporation shall issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
Within a reasonable time after the transfer of uncertificated stock, the
Corporation shall send to the registered owner thereof a written notice
containing the information required to be set forth or stated on certificates
pursuant to Sections 151, 156, 202(a) or 218(a) of the DGCL. Subject to the
provisions of the Certificate of Incorporation and these By-Laws, the Board of
Directors may prescribe such additional rules and regulations as it may deem
appropriate relating to the issue, transfer and registration of shares of the
Corporation. [Section 151(f).]

         Section 5.05.  Record Date.  In order that the Corporation may
                        -----------
determine the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, the Board of Directors may fix a record
date, which record date shall not precede the date on which the resolution
fixing the record date is adopted by the Board of Directors, and which shall not
be more than sixty nor less than ten days before the date of such meeting.  A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting, provided,
however, that the Board of Directors may fix a new record date for the adjourned
meeting.

                                       16
<PAGE>

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

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

         Section 5.06.  Registered Stockholders.  Prior to due surrender of a
                        -----------------------
certificate for registration of transfer, the Corporation may treat the
registered owner as the person exclusively entitled to receive dividends and
other distributions, to vote, to receive notice and otherwise to exercise all
the rights and powers of the owner of the shares represented by such
certificate, and the Corporation shall not be bound to recognize any equitable
or legal claim to or interest in such shares on the part of any other person,
whether or not the Corporation shall have notice of such claim or interests.
Whenever any transfer of shares shall be made for collateral security, and not
absolutely, it shall be so expressed in the entry of the transfer if, when the
certificates are presented to the Corporation for transfer or uncertificated
shares are

                                       17
<PAGE>

requested to be transferred, both the transferor and transferee request the
Corporation to do so. [Section 159.]

         Section 5.07.  Transfer Agent and Registrar.  The Board of Directors
                        ----------------------------
may appoint one or more transfer agents and one or more registrars, and may
require all certificates representing shares to bear the signature of any such
transfer agents or registrars.

                                   ARTICLE VI
                                   ----------

                                INDEMNIFICATION
                                ---------------

     Section 6.01.  Nature of Indemnity.  The Corporation shall indemnify any
                    -------------------
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he is or
was or has agreed to become a director, officer, employee or agent of the
Corporation, or is or was serving or has agreed to serve at the request of the
Corporation as a director, officer, employee or agent, of another corporation,
partnership, joint venture, trust or other enterprise, or by reason of any
action alleged to have been taken or omitted in such capacity, and may indemnify
any person who was or is a party or is threatened to be made a party to such an
action, suit or proceeding by reason of the fact that he is or was or has agreed
to become an employee or agent of the Corporation, or is or was serving or has
agreed to serve at the request of the Corporation as an employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him or on his behalf in
connection with such action, suit or proceeding and any appeal therefrom, if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding had no reasonable cause to believe his conduct was
unlawful; except that in the case of an action or suit by or in the right of the
Corporation to procure a judgment in its favor (1) such indemnification shall be
                                                -
limited to expenses (including attorneys' fees) actually and reasonably incurred
by such person in the defense or settlement of such action or suit, and (2) no
                                                                         -
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the Corporation
unless and only to the extent that the Delaware Court of Chancery or the court
in which such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Delaware Court of Chancery or such other court shall deem
proper.

                                       18
<PAGE>

         The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
                                          ---------------
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which he reasonably believed to be in or not opposed to
the best interests of the Corporation, and, with respect to any criminal action
or proceeding, had reasonable cause to believe that his conduct was unlawful.
[Section 145(a), (b).]

         Section 6.02.  Successful Defense.  To the extent that a director,
                        ------------------
officer, employee or agent of the Corporation has been successful on the merits
or otherwise in defense of any action, suit or proceeding referred to in Section
6.01 hereof or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.  [Section 145(c).]

         Section 6.03.  Determination That Indemnification Is Proper.  Any
                        --------------------------------------------
indemnification under Section 6.01 hereof (unless ordered by a court) shall be
made by the Corporation unless a determination is made that indemnification of
the director, officer, employee or agent is not proper in the circumstances
because he has not met the applicable standard of conduct set forth in Section
6.01 hereof.  Any such determination shall be made (1) by a majority vote of the
                                                    -
directors who are not parties to such action, suit or proceeding, even though
less than a quorum, or (2) if there are no such directors, or if such directors
                        -
so direct, by independent legal counsel in a written opinion, or (3) by the
                                                                  -
stockholders. [Section 145(d).]

         Section 6.04.  Advance Payment of Expenses.  Expenses (including
                        ---------------------------
attorneys' fees) incurred by a director or officer in defending any civil,
criminal, administrative or investigative action, suit or proceeding shall be
paid by the Corporation in advance of the final disposition of such action, suit
or proceeding upon receipt of an undertaking by or on behalf of the director or
officer to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the Corporation as authorized in this Article.
Such expenses (including attorneys' fees) incurred by other employees and agents
may be so paid upon such terms and conditions, if any, as the Board of Directors
deems appropriate.  The Board of Directors may authorize the Corporation's
counsel to represent such director, officer, employee or agent in any action,
suit or proceeding, whether or not the Corporation is a party to such action,
suit or proceeding.  [Section 145(e).]

         Section 6.05.  Procedure for Indemnification of Directors and Officers.
                        -------------------------------------------------------
Any indemnification of a person seeking indemnification of the Corporation under
Sections 6.01 and 6.02, or advance of costs, charges and expenses to such person
under Section 6.04 of this Article, shall be made promptly, and in any event
within 30 days, upon the written request of such person.  If a determination by
the Corporation that such person is entitled to indemnification pursuant to this
Article is required, and

                                       19
<PAGE>

the Corporation fails to respond within sixty days to a written request for
indemnity, the Corporation shall be deemed to have approved such request. If the
Corporation denies a written request for indemnity or advancement of expenses,
in whole or in part, or if payment in full pursuant to such request is not made
within 30 days, the right to indemnification or advances as granted by this
Article shall be enforceable by the indemnified person in any court of competent
jurisdiction. Such person's costs and expenses incurred in connection with
successfully establishing his right to indemnification, in whole or in part, in
any such action shall also be indemnified by the Corporation. It shall be a
defense to any such action (other than an action brought to enforce a claim for
the advance of costs, charges and expenses under Section 6.04 of this Article
where the required undertaking, if any, has been received by the Corporation)
that the claimant has not met the standard of conduct set forth in Section 6.01
of this Article, but the burden of proving such defense shall be on the
Corporation. Neither the failure of the Corporation (including its Board of
Directors, its independent legal counsel, and its stockholders) to have made a
determination prior to the commencement of such action that indemnification of
the claimant is proper in the circumstances because he has met the applicable
standard of conduct set forth in Section 6.01 of this Article, nor the fact that
there has been an actual determination by the Corporation (including its Board
of Directors, its independent legal counsel, and its stockholders) that the
claimant has not met such applicable standard of conduct, shall be a defense to
the action or create a presumption that the claimant has not met the applicable
standard of conduct.

         Section 6.06.  Survival; Preservation of Other Rights.  The foregoing
                        --------------------------------------
indemnification provisions shall be deemed to be a contract between the
Corporation and each director, officer, employee and agent who serves in any
such capacity at any time while these provisions as well as the relevant
provisions of the Delaware Corporation Law are in effect and any repeal or
modification thereof shall not affect any right or obligation then existing with
respect to any state of facts then or previously existing or any action, suit or
proceeding previously or thereafter brought or threatened based in whole or in
part upon any such state of facts.  Such a "contract right" may not be modified
retroactively without the consent of such director, officer, employee or agent.

         The indemnification and advancement of expenses provided by this
Article VI shall not be deemed exclusive of any other rights to which those
indemnified may be entitled under any by-law, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office, and shall
continue as to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of the heirs, executors and administrators
of such a person.  [Section 145(f), (j).]

                                       20
<PAGE>

         Section 6.07.  Insurance.  The Corporation shall purchase and maintain
                        ---------
insurance on behalf of any person who is or was or has agreed to become a
director or officer of the Corporation, or is or was serving at the request of
the Corporation as a director or officer of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
him and incurred by him or on his behalf in any such capacity, or arising out of
his status as such, whether or not the Corporation would have the power to
indemnify him against such liability under the provisions of this Article,
provided that such insurance is available on acceptable terms, which
--------
determination shall be made by a vote of a majority of the entire Board of
Directors.  [Section 145(g).]

         Section 6.08.  Severability.  If this Article or any portion hereof
                        ------------
shall be invalidated on any ground by any court of competent jurisdiction, then
the Corporation shall nevertheless indemnify each director or officer and may
indemnify each employee or agent of the Corporation as to costs, charges and
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement with respect to any action, suit or proceeding, whether civil,
criminal, administrative or investigative, including an action by or in the
right of the Corporation, to the fullest extent permitted by any applicable
portion of this Article that shall not have been invalidated and to the fullest
extent permitted by applicable law.

                                  ARTICLE VII
                                  -----------

                                    OFFICES
                                    -------

         Section 7.01.  Registered Office.  The registered office of the
                        -----------------
Corporation in the State of Delaware shall be located at Corporation Trust
Center, 1209 Orange Street in the City of Wilmington, County of New Castle.

         Section 7.02. Other Offices.  The Corporation may maintain offices or
                       -------------
places of business at such other locations within or without the State of
Delaware as the Board of Directors may from time to time determine or as the
business of the Corporation may require.

                                  ARTICLE VIII
                                  ------------
                               GENERAL PROVISIONS
                               ------------------

          Section 8.01.  Dividends.  Subject to any applicable provisions of law
                         ---------
and the Certificate of Incorporation, dividends upon the shares of the
Corporation may be declared by the Board of Directors at any regular or special
meeting of the Board of Directors and any such dividend may be paid in cash,
property, or shares of the Corporation's Capital Stock; provided that stock
dividends on the Corporation's Class A Common Stock shall be paid in shares of
Class A Common Stock and dividends on

                                       21
<PAGE>

the Corporation's Class B Common Stock shall be paid in shares of Class B Common
Stock.

         A member of the Board of Directors, or a member of any Committee
designated by the Board of Directors shall be fully protected in relying in good
faith upon the records of the Corporation and upon such information, opinions,
reports or statements presented to the Corporation by any of its officers or
employees, or Committees of the Board of Directors, or by any other person as to
matters the director reasonably believes are within such other person's
professional or expert competence and who has been selected with reasonable care
by or on behalf of the Corporation, as to the value and amount of the assets,
liabilities and/or net profits of the Corporation, or any other facts pertinent
to the existence and amount of surplus or other funds from which dividends might
properly be declared and paid. [Sections 170, 172, 173.]

         Section 8.02.  Reserves.  There may be set aside out of any funds of
                        --------
the Corporation available for dividends such sum or sums as the Board of
Directors from time to time, in its absolute discretion, thinks proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation or for such other
purpose as the Board of Directors shall think conducive to the interest of the
Corporation, and the Board of Directors may similarly modify or abolish any such
reserve.  [Section 171.]

         Section 8.03.  Execution of Instruments.  The Board of Directors may
                        ------------------------
authorize the Chairman and Chief Executive Officer or any other officer or agent
to enter into any contract or execute and deliver any instrument in the name and
on behalf of the Corporation.  Any such authorization may be general or limited
to specific contracts or instruments.

         Section 8.04.  Corporate Indebtedness.  No loan shall be contracted on
                        ----------------------
behalf of the Corporation, and no evidence of indebtedness shall be issued in
its name, unless authorized by the Board of Directors or, to the extent the
Executive Committee has the power to authorize such loan or evidence of
indebtedness, the Executive Committee.  Such authorization may be general or
confined to specific instances.  Loans so authorized may be effected at any time
for the Corporation from any bank, trust company or other institution, or from
any firm, corporation or individual.  All bonds, debentures, notes and other
obligations or evidences of indebtedness of the Corporation issued for such
loans shall be made, executed and delivered as the Board of Directors or the
Executive Committee, as the case may be, shall authorize.  When so authorized by
the Board of Directors or the Executive Committee, as the case may be, any part
of or all the properties, including contract rights, assets, business or good
will of the Corporation, whether then owned or thereafter acquired, may be
mortgaged, pledged, hypothecated or conveyed or

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<PAGE>

assigned in trust as security for the payment of such bonds, debentures, notes
and other obligations or evidences of indebtedness of the Corporation, and of
the interest thereon, by instruments executed and delivered in the name of the
Corporation.

         Section 8.05.  Deposits.  Any funds of the Corporation may be deposited
                        --------
from time to time in such banks, trust companies or other depositories as may be
determined by the Board of Directors or the Chairman and Chief Executive Officer
or by such officers or agents as may be authorized by the Board of Directors or
the Chairman and Chief Executive Officer to make such determination.

         Section 8.06.  Checks.  All checks or demands for money and notes of
                        ------
the Corporation shall be signed by such officer or officers or such agent or
agents of the Corporation, and in such manner, as the Board of Directors, or the
Chairman and Chief Executive Officer from time to time may determine.

         Section 8.07.  Sale, Transfer, etc. of Securities.  To the extent
                        ----------------------------------
authorized by the Board of Directors, the Chairman and Chief Executive Officer
or any other officers designated by the Board of Directors may sell, transfer,
endorse, and assign any shares of stock, bonds or other securities owned by or
held in the name of the Corporation, and may make, execute and deliver in the
name of the Corporation, under its corporate seal, any instruments that may be
appropriate to effect any such sale, transfer, endorsement or assignment.

         Section 8.08.  Voting as Stockholder.  As directed by resolution of the
                        ---------------------
Board of Directors or the Executive Committee, (a) the President and Chief
Operating Officer or any Vice President shall have full power and authority on
behalf of the Corporation to attend any meeting of stockholders of any
corporation in which the Corporation may hold stock, and to act, vote (or
execute proxies to vote) and exercise in person or by proxy all other rights,
powers and privileges incident to the ownership of such stock, and (b) such
officers acting on behalf of the Corporation shall have full power and authority
to execute any instrument expressing consent to or dissent from any action of
any such corporation without a meeting.  The Board of Directors may by
resolution from time to time confer such power and authority upon any other
person or persons.

         Section 8.09.  Fiscal Year.  The fiscal year of the Corporation shall
                        -----------
commence on the first day of January of each year (except for the Corporation's
first fiscal year which shall commence on the date of incorporation) and shall
terminate in each case on the last day of December.

         Section 8.10.  Seal.  The seal of the Corporation shall be circular in
                        ----
form and shall contain the name of the Corporation, the year of its
incorporation and the words "Corporate Seal" and "Delaware".  The form of such
seal shall be subject to

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<PAGE>

alteration by the Board of Directors. The seal may be used by causing it or a
facsimile thereof to be impressed, affixed or reproduced, or may be used in any
other lawful manner.

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

         Section 8.12.  Definitions.
                        -----------

         "CDR" means Clayton, Dubilier & Rice, Inc., a Delaware corporation.

         "Committee": See Section 3.01.

         "Executive Committee": See Section 3.01.

                                   ARTICLE IX
                                   ----------

                              AMENDMENT OF BY-LAWS
                              --------------------

         Section 9.01.  Amendment. These By-Laws may be amended, altered or
                        ---------
repealed:

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

       (b)  at any regular or special meeting of the stockholders if, in the
     case of such special meeting only, notice of such amendment, alteration or
     repeal is contained in the notice or waiver of notice of such meeting.
     [Section 109(a).]

                                   ARTICLE X
                                   ---------

                                  CONSTRUCTION
                                  ------------

         Section 10.01.  Construction.  In the event of any conflict between the
                         ------------
provisions of these By-Laws as in effect from time to time and the provisions of
the Certificate of Incorporation of the Corporation as in effect from time to
time, the provisions of such Certificate of Incorporation shall be controlling.

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