<PAGE>   1
                                                                    EXHIBIT 3.02








                                 AMENDED BY-LAWS


                                       OF


                        TRAVELERS PROPERTY CASUALTY CORP.

            (FORMERLY NAMED TRAVELERS/AETNA PROPERTY CASUALTY CORP.)


                           EFFECTIVE JANUARY 10, 2001
<PAGE>   2
                                 AMENDED BY-LAWS
                                       OF
                        TRAVELERS PROPERTY CASUALTY CORP.
            (FORMERLY NAMED TRAVELERS/AETNA PROPERTY CASUALTY CORP.)
                       (HEREINAFTER CALLED THE "COMPANY")

                                    ARTICLE I
                                    LOCATION

                  SECTION 1. The location of the registered office of the
Company in Delaware shall be in the City of Wilmington, County of New Castle,
State of Delaware.

                  SECTION 2. The Company shall, in addition to the registered
office in the State of Delaware, establish and maintain an office within or
without the State of Delaware or offices in such other places as the Board of
Directors may from time to time find necessary or desirable.


                                   ARTICLE II
                                 CORPORATE SEAL


                  SECTION 1. The corporate seal of the Company shall have
inscribed thereon the name of the Company and the year of its creation (1996)
and the words "Corporate Seal, Delaware."


                                   ARTICLE III
                            MEETINGS OF STOCKHOLDERS


                  SECTION 1. The annual meeting of the stockholders, or any
special meeting thereof, shall be held at such place as may be designated by the
Board of Directors or by the Executive Committee, or by the officer or group of
Directors calling any special meeting.

                  SECTION 2. Stockholders entitled to vote may vote at all
meetings either in person or by proxy in writing. All proxies shall be filed
with the Secretary of the meeting before being voted upon.

                  SECTION 3. A majority in amount of the aggregate voting power
of the stock issued, outstanding and entitled to vote represented by the holders
in person or by proxy shall be requisite at all meetings to constitute a quorum
for the election of Directors or for the transaction of other business except as
otherwise provided by law, by the Certificate of Incorporation of the

                                       1
<PAGE>   3
Company or by these By-laws. If at any annual or special meeting of the
stockholders, a quorum shall fail to attend, a majority in interest attending in
person or by proxy may adjourn the meeting from time to time, not exceeding
sixty days in all, without notice other than by announcement at the meeting
(except as otherwise provided herein) until a quorum shall attend and thereupon
any business may be transacted which might have been transacted at the meeting
originally called had the same been held at the time so called. If the
adjournment is for more than 30 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.

                  SECTION 4. The annual meeting of the stockholders shall be
held on such date and at such time as the Board of Directors or the Executive
Committee may determine by resolution. Except as otherwise set forth in the
Certificate of Incorporation of the Company, holders of the Class A common stock
and the Class B common stock shall vote together without regard to class, and
every holder of the outstanding shares of the Class A common stock shall be
entitled to cast one vote for each share of Class A common stock held by such
stockholder and every holder of the outstanding shares of the Class B common
stock shall be entitled to cast ten votes for each share of Class B common stock
held by such stockholder. All annual meetings shall be general meetings.

                  SECTION 5. The business to be transacted at the annual meeting
shall include the election of Directors, consideration and action upon the
reports of officers and Directors, the acts, contracts, transactions and
proceedings of the officers, Directors, Executive Committee, and all other
Committees of the Board and any other matters within the power of the Company
which may be brought before the meeting.

                  SECTION 6. Notice of the annual meeting shall be mailed by the
Secretary to each stockholder entitled to vote, at his or her last known post
office address, at least ten days but not more than sixty days prior to the
meeting.

                  SECTION 7. Special meetings of the stockholders may be called
by the Chairman of the Board, the Vice Chairman, the Chairman of the Executive
Committee, the President or the Secretary. A special meeting shall be called at
the request, in writing, of a majority of the Board of Directors or of the
Executive Committee, or by the vote of the Board of Directors or of the
Executive Committee.

                  SECTION 8. Notice of each special meeting, indicating briefly
the object or objects thereof, shall be mailed by the Secretary to each
stockholder entitled to vote at his or her last known post office address, at
least ten days but not more than sixty days prior to the meeting.

                  SECTION 9. If the entire Board of Directors becomes vacant,
any stockholder may call a special meeting in the same manner that the Chairman
of the Board may call such meeting, and Directors for the unexpired term may be
elected at said special meeting in the manner provided for their election at
annual meetings.

                                       2
<PAGE>   4
                                   ARTICLE IV
                                    DIRECTORS


                  SECTION 1. The affairs, property and business of the Company
shall be managed and controlled by a Board of Directors, with the exact number
of directors to be determined from time to time by resolution adopted by
affirmative vote of a majority of the entire Board of Directors. The election
and term of directors shall be as provided in the Certificate of Incorporation
of the Company, as amended, from time to time.

                  SECTION 2. Vacancies in the Board of Directors shall be filled
as provided in the Certificate of Incorporation of the Company, as amended from
time to time.

                  SECTION 3. Stockholder proposals and stockholder nominations
for the election of directors at an annual meeting must, in order to be voted
upon, be made in writing and delivered to the Secretary of the Company at least
50 days prior to the date of the meeting at which such nominations are proposed
to be voted upon or if less than 50 days' notice of a meeting of stockholders is
given, stockholder proposals and nominations must be delivered to the Secretary
of the Company no later than the close of business on the seventh day following
the day notice was mailed. Stockholder proposals and nominations for the
election of directors at a special meeting must be in writing and received by
the Secretary of the Company no later than the close of business on the tenth
day following the day on which notice of the meeting was mailed or public
disclosure of the date of the meeting was made, whichever occurs first. The
notice of stockholder nominations must set forth certain information with
respect to each nominee who is not an incumbent director.


                                    ARTICLE V
                             POWERS OF THE DIRECTORS


                  SECTION 1. The Board of Directors shall have the management of
the business of the Company, and, in addition to the powers and authorities by
these By-laws expressly conferred upon them, may exercise all such powers and do
all such acts and things, as may be exercised or done by the Company, but
subject, nevertheless, to the provisions of the laws of the State of Delaware,
of the Certificate of Incorporation of the Company and of these By-laws.

                  SECTION 2. The Directors and members of the Executive
Committee and other committees appointed by the Board of Directors or by the
Executive Committee as such shall not receive any stated salary for their
services except where authorized by the Board of Directors, but, by resolution
of the Board, a fixed sum and reasonable expenses may be allowed for attendance
at each regular or special meeting, provided nothing herein contained shall be
construed to preclude a Director or member of a committee from serving in any
other capacity and receiving compensation therefor, but if he or she shall serve
as an officer or employee of the

                                       3
<PAGE>   5
Company or of any subsidiary company, receiving a salary, he or she shall be
paid the actual expenses for attending meetings, but no other sums, except by
the express order of the Board of Directors.

                  SECTION 3. The Company shall indemnify, to the fullest extent
permissible under the General Corporation Law of the State of Delaware, or the
indemnification provisions of any successor statute, any person, and the heirs
and personal representatives of such person, against any and all judgments,
fines, amounts paid in settlement and costs and expenses, including attorneys'
fees, actually and reasonably incurred by or imposed upon such person in
connection with, or resulting from any claim, action, suit or proceeding (civil,
criminal, administrative or investigative) in which such person is a party or is
threatened to be made a party by reason of such person being or having been a
director, officer or employee of the Company, or of another corporation, joint
venture, trust or other organization in which such person serves as a director,
officer, employee or agent at the request of the Company, or by reason of such
person being or having been an administrator or a member of any board or
committee of this Company or of any such other organization, including, but not
limited to, any administrator, board or committee related to any employee
benefit plan.

                  The Company may advance expenses incurred in defending a civil
or criminal action, suit or proceeding to any such director, officer, employee
or agent upon receipt of an undertaking by or on behalf of the director,
officer, employee or agent to repay such amount, if it shall ultimately be
determined that such person is not entitled to indemnification by the Company.

                  The foregoing right of indemnification and advancement of
expenses shall in no way be exclusive of any other rights of indemnification to
which any such person may be entitled, under any by-law, agreement, vote of
stockholders or disinterested directors or otherwise, and shall inure to the
benefit of the heirs and personal representatives of such person.

                  SECTION 4. Each Director and officer and each 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 books of account or
other records of the Company or of any of its subsidiaries, or upon reports made
to the Company or any of its subsidiaries by any officer of the Company or of a
subsidiary or by an independent certified public accountant or by an appraiser
selected with reasonable care by the Board of Directors or by any such
committee.


                                   ARTICLE VI
                            MEETINGS OF THE DIRECTORS


                  SECTION 1. The Board of Directors shall meet as soon as
convenient after the annual meeting of stockholders at such place as may be
designated by the Board of Directors or the Executive Committee, for the purpose
of organization and the transaction of any other business which may properly
come before the meeting.

                                       4
<PAGE>   6
                  SECTION 2. Regular meetings of the Directors may be held
without notice at such time and place as may be determined from time to time by
resolution of the Board.

                  SECTION 3. One-third of the total number of Directors shall
constitute a quorum except when the Board of Directors consists of one Director,
then one Director shall constitute a quorum for the transaction of business, but
the Directors present, though fewer than a quorum, may adjourn the meeting to
another day. The vote of the majority of the Directors present at a meeting at
which a quorum is present shall be the act of the Board of Directors.

                  SECTION 4. Special meetings of the Board may be called by the
Board, the Executive Committee, the Chairman of the Board, on one day's notice,
or other reasonable notice, to each Director, either personally, by mail or by
wire, and may be held at such time as the Board of Directors, the Executive
Committee or the officer calling said meeting may determine. Special meetings
may be called in like manner on the request in writing of three Directors. If
the Board of Directors or the Executive Committee so determine, such special
meetings may be held at some place other than at the office of the Company in
the City of Hartford.

                  SECTION 5. In the absence of both the Secretary and an
Assistant Secretary, the Board of Directors shall appoint a secretary to record
all votes and the minutes of its proceedings.

                  SECTION 6. Any action required or permitted to be taken at any
meeting of the Board of Directors or of any committee thereof may be taken
without a meeting, if a written consent to such action be signed by all of the
members of the Board of Directors or committee as the case may be, and such
written consent be filed with the minutes of the proceedings of the Board of
Directors or such committee.

                  SECTION 7. Unless otherwise provided by the Certificate of
Incorporation of the Company or these By-Laws, members of the Board of
Directors, or any committee designated by the Board of Directors, may
participate in a meeting of the Board of Directors or such committee by means of
a conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and participation in a
meeting pursuant to this Section 7 shall constitute presence in person at such
meeting.

                                       5
<PAGE>   7
                                   ARTICLE VII
                               STANDING COMMITTEES


                  SECTION 1. The Board of Directors may designate from their
number standing committees and may invest them with all their own powers, except
as otherwise provided in the General Corporation Law of the State of Delaware,
subject to such conditions as they may prescribe, and all committees so
appointed shall keep regular minutes of their transactions and shall cause such
minutes to be recorded in books kept for that purpose in the office of the
Company, and shall report the same to the Board of Directors at their regular
meeting.


                                  ARTICLE VIII
                               EXECUTIVE COMMITTEE

                  SECTION 1. The Board of Directors may designate an Executive
Committee of not more than ten nor fewer than two persons from among their own
number. One-third of the members of the Executive Committee shall constitute a
quorum except when the Executive Committee consists of two, then one member
shall constitute a quorum. Any vacancy on the Executive Committee shall be
filled by the Board of Directors.

                  SECTION 2. The Executive Committee shall exercise all powers
of the Board of Directors between the meetings of said Board except as otherwise
provided in the General Corporation Law of the State of Delaware. No action of
the Executive Committee shall become operative unless it has the affirmative
vote of at least a majority of the members of the Executive Committee present
and voting.

                  SECTION 3. Regular meetings of the Executive Committee shall
be held without notice at such time and place as may be determined from time to
time by resolution of the Executive Committee. Special meetings of the Executive
Committee may be called at any time upon one day's notice, or other reasonable
notice, either personally, by mail or by wire, by the Chairman of the Board, the
Chairman of the Executive Committee, or by any two members of the Executive
Committee.

                  SECTION 4. In the absence of both the Secretary and an
Assistant Secretary, the Executive Committee shall appoint a secretary who shall
keep regular minutes of the actions of the said Committee and report the same to
the Board of Directors, which thereupon shall take action thereon.

                  SECTION 5. The Board of Directors may designate from the
members of the Executive Committee a Chairman of the Executive Committee. If the
Board of Directors should not make such designation, the Executive Committee may
designate a Chairman of the Executive Committee.

                                       6
<PAGE>   8
                                   ARTICLE IX
                             OFFICERS OF THE COMPANY


                  SECTION 1. The officers of the Company may consist of a
Chairman of the Board of Directors, a President, one or more Vice Chairmen, one
or more Vice Presidents, a Controller, a Secretary and a Treasurer. There also
may be such other officers and assistant officers as, from time to time, may be
elected or appointed by the Board of Directors or by the Executive Committee.


                                    ARTICLE X
                       CHAIRMAN AND OFFICERS - HOW CHOSEN


                  SECTION 1. At the first meeting after the annual meeting of
stockholders, the Directors shall elect annually from among their own number a
Chairman of the Board. They may also elect one or more Vice Chairmen, a Chief
Executive Officer, a President, one or more Vice Presidents, a Controller, a
Secretary and a Treasurer, to hold office for one year or until others are
elected and qualify in their stead or until their earlier resignation or
removal.

                  SECTION 2. The Directors or the Executive Committee shall also
elect or appoint such other officers and assistant officers as from time to time
they may determine, and who shall hold office during the pleasure of the Board
or of the Executive Committee.


                                   ARTICLE XI
                              CHAIRMAN OF THE BOARD

                  SECTION 1. The Chairman of the Board shall be ex-officio a
member of all standing committees, shall have the general powers and duties
usually vested in the Chairman of the Board of a corporation, and shall preside
at all meetings of the Board of Directors. He shall see that all orders and
resolutions of the Board of Directors and Executive Committee are carried into
effect.


                                   ARTICLE XII
                                  VICE CHAIRMAN

                  SECTION 1. The Vice Chairman shall have general supervision
and direction over the business and policies of the Company, and over all the
other officers (other than the Chairman of the Board) of the Company and shall
see that their duties are properly performed. He or she shall have all the
powers conferred upon the President by these By-laws, except such as by the laws
of the State of Delaware can be exercised only by the President or a Vice

                                       7
<PAGE>   9
President and the powers conferred upon him or her from time to time by the
Board of Directors.

                  SECTION 2. The Vice Chairman shall preside at all meetings of
the Board of Directors in the absence of the Chairman of the Board, unless the
Board of Directors appoints another director or officer of the Company to so
preside.

                  SECTION 3. The Vice Chairman shall be ex-officio a member of
all standing committees, and, in the absence of the Chairman of the Board, shall
have the general powers and duties of the Chairman of the Board and of the
supervision, direction and management usually vested in the office of a chief
executive officer of a corporation.



                                  ARTICLE XIII
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER


                  SECTION 1. The Board of Directors may elect a Chief Executive
Officer who shall preside at all meetings of the Board of Directors in the
absence of the Chairman and the Vice Chairman and in the absence of the Chairman
and Vice Chairman shall have the general duties of the Chairman and shall have
the powers and duties usually vested in a chief executive officer and such other
powers and duties as the Board may determine.

                  SECTION 2. The Board of Directors may elect a President, who
shall preside at all meetings of the Board of Directors in the absence of the
Chairman of the Board, Vice Chairman and the Chief Executive Officer, unless the
Board of Directors appoints another director or officer of the Company to so
preside and who shall have the powers and duties usually vested in a president
and such other powers and duties as the Board may determine.



                                   ARTICLE XIV
                                 VICE PRESIDENTS


                  SECTION 1. Each Vice President shall have such powers and
perform such duties as may be assigned to him or her by the Board of Directors
or Executive Committee, or, subject to Section 2 of Article XVIII, by the
Chairman of the Board, or the President. The Board of Directors may add to the
title of any Vice President such distinguishing designation as may be deemed
desirable, which designation may reflect seniority, duties, or responsibilities
of such Vice President. In the absence of the President, any Vice President
designated by the Chairman of the Board may perform the duties and exercise the
powers of the President.


                                       8
<PAGE>   10
                                   ARTICLE XV
                                   CONTROLLER


                  SECTION 1. The Controller shall have charge of and supervise
all accounting matters, the preparation of all accounting reports and statistics
of the Company and its subsidiaries, and shall perform the duties usually
incident to the office of the Controller. He or she shall submit such reports
and records to the Board of Directors or the Executive Committee as may be
requested by them, or by the Chairman of the Board, by the Vice Chairman or by
the President.


                                   ARTICLE XVI
                                    SECRETARY


                  SECTION 1. The Secretary shall attend all sessions of the
Board of Directors and of the Executive Committee, and act as clerk thereof and
record all votes and the minutes of all proceedings in a book to be kept for
that purpose, and shall perform like duties for the Standing Committees when
required.

                  SECTION 2. The Secretary shall see that proper notice is given
of all meetings of the stockholders of the Company, of the Board of Directors
and of the Executive Committee. In his absence, or in case of his failure or
inability to act, an Assistant Secretary or a secretary pro-tempore shall
perform his duties and such other duties as may be prescribed by the Board of
Directors.

                  SECTION 3. The Secretary shall keep account of certificates of
stock or other receipts and securities representing an interest in or to the
capital of the Company, transferred and registered in such form and manner and
under such regulations as the Board of Directors may prescribe.

                  SECTION 4. The Secretary shall keep in safe custody the
contracts, books and such corporate records as are not otherwise provided for,
and the seal of the Company. He or she shall affix the seal to any instrument
requiring the same and the seal, when so affixed, shall be attested by the
signature of the Secretary, an Assistant Secretary, Treasurer or an Assistant
Treasurer.

                                       9
<PAGE>   11
                                  ARTICLE XVII
                                    TREASURER


                  SECTION 1. The Treasurer shall keep full and accurate accounts
of receipts and disbursements in books belonging to the Company and shall
deposit all money in the name of, for the account of or to the credit of the
Company in such depositories as may be designated by the Board of Directors or
by the Executive Committee, and shall keep all securities and other valuable
effects in a safe place designated by the Board of Directors or the Executive
Committee.

                  SECTION 2. The Treasurer shall perform such other duties as
the Board of Directors or the Executive Committee may from time to time
prescribe or require.


                                  ARTICLE XVIII
                               DUTIES OF OFFICERS


                  SECTION 1. In addition to the duties specifically enumerated
in these By-laws, all officers and assistant officers of the Company shall
perform such other duties as may be assigned to them from time to time by the
Board of Directors, the Executive Committee, or by their superior officers.

                  SECTION 2. The Board of Directors or Executive Committee may
change the powers or duties of any officer or assistant officer, or delegate the
same to any other officer, assistant officer or person.

                  SECTION 3. Every officer and assistant officer of the Company
shall from time to time report to the Board of Directors, the Executive
Committee or to his superior officers all matters within his knowledge which the
interests of the Company may require to be brought to their notice.


                                   ARTICLE XIX
           CERTIFICATES OF STOCK, SECURITIES, NOTES, RECORD DATE, ETC.


                  SECTION 1. Certificates of stock, or other receipts and
securities representing an interest in or to the capital of the Company, shall
bear the signature of the Chairman of the Board, the Vice Chairman, the
President or any Vice President and bear the countersignature of the Secretary
or any Assistant Secretary or the Treasurer or any Assistant Treasurer.

                  SECTION 2. Nothing in this Article XIX shall be construed to
limit the right of the Company, by resolution of its Board of Directors or
Executive Committee, to authorize,

                                       10
<PAGE>   12
under such conditions as such Board or Committee may determine, the facsimile
signature by any properly authorized officer of any instrument or document that
said Board of Directors or Executive Committee may determine.

                  SECTION 3. In case any officer, transfer agent or registrar
who shall have signed or whose facsimile signature shall have been used on any
certificates of stock, notes or securities shall cease to be such officer,
transfer agent or registrar of this Company, whether because of death,
resignation or otherwise, before the same shall have been issued by this
Company, such certificates of stock, notes and securities may nevertheless be
adopted by this Company and be issued and delivered as though the person or
persons who signed the same or whose facsimile signature or signatures shall
have been used thereon had not ceased to be such officer, transfer agent or
registrar of this Company, and such adoption of said certificates of stock,
notes and securities shall be evidenced by a resolution of the Board of
Directors or Executive Committee to that effect.

                  SECTION 4. All transfers of the stock of the Company shall be
made upon the books of the Company by the owners of the shares in person or by
their legal representatives.

                  SECTION 5. Certificates of stock shall be surrendered and
canceled at the time of transfer.

                  SECTION 6. The Company shall be entitled to treat the holder
of record of any share or shares of stock as the holder in fact thereof, and
accordingly shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, save as expressly provided by the
laws of the State of Delaware.

                  SECTION 7. In the case of a loss or the destruction of a
certificate of stock, another may be issued in its place upon satisfactory proof
of such loss or destruction and the giving of a bond of indemnity, unless
waived, approved by the Board of Directors or by the Executive Committee.

                  SECTION 8. In order that the Company may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or entitled to express consent to corporate action in
writing without a meeting, or entitled to receive payment of any dividend or
other distribution of allotment of any rights, or entitled to exercise any
rights in respect of any change, conversion or exchange of stock, or for the
purpose of any other lawful action, the Board of Directors may fix, in advance,
a record date, which shall not be more than sixty days nor less then ten days
before the date of such meeting, nor more than sixty days prior to any other
action. 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.

                                       11
<PAGE>   13
                                   ARTICLE XX
                CHECKS, LOANS, COMMERCIAL PAPER, CONTRACTS, ETC.


                  SECTION 1. Any two of the following officers who are
authorized by the Board of Directors or Executive Committee, to wit, the
Chairman of the Board, the Vice Chairman, the President, the Vice Presidents,
the Secretary or the Treasurer, not being the same person, or any of them
together with an Assistant Vice President, an Assistant Secretary or an
Assistant Treasurer, shall have the authority to sign and execute on behalf of
the Company as maker, drawer, acceptor, guarantor, endorser, assignor or
otherwise, all notes, collateral trust notes, debentures, drafts, bills of
exchange, acceptances, securities and commercial paper of all kinds.

                  SECTION 2. The Chairman of the Board, the Vice Chairman, the
President, any Vice President, the Secretary, the Treasurer or any other person,
when such officer or other person is authorized by the Board of Directors or
Executive Committee, shall have authority, on behalf of and for the account of
the Company, (a) to borrow money against duly executed obligations of the
Company; (b) to sell, discount or otherwise dispose of notes, collateral trust
notes, debentures, drafts, bills of exchange, acceptances, securities,
obligations of the Company and commercial paper of all kinds; (c) to sign orders
for the transfer of money to affiliated or subsidiary companies; and (d) to
execute contracts.

                  SECTION 3. The Board of Directors or the Executive Committee
may either in the absence of any of said officers or persons, or for any other
reason, appoint some other officer or some other person to exercise the powers
and discharge the duties of such officer or person under this Article, and the
officer or person so appointed shall have all the power and authority hereby
conferred upon the officer for whom he or she may be appointed so to act.

                  SECTION 4. Commercial paper, in the form of short term
promissory notes, of the Company issued by arrangement with a bank duly
authorized by the Board of Directors or Executive Committee of this Company
shall be issued under the manual signature of one of the officers of the Company
and manually co-signed on behalf of the Company by an employee of the bank
approved by the Company; provided however, that the Board of Directors or
Executive Committee may, by resolution, provide, with such protective measures
as they may prescribe, that, in lieu of the manual signature of an officer of
this Company on any such commercial paper of the company issued by an authorized
bank as aforesaid, the facsimile signature of an officer of this Company may be
used thereon, and said facsimile signature, when placed thereon, shall have the
same effect as though said commercial paper had been manually signed by an
officer of this Company.

                                       12
<PAGE>   14
                                   ARTICLE XXI
                                   FISCAL YEAR


                  SECTION 1. The fiscal year of the Company shall begin the
first day of January and terminate on the thirty-first day of December in each
year.


                                  ARTICLE XXII
                                     NOTICE


                  SECTION 1. Whenever under the provisions of the laws of the
State of Delaware or these By-laws notice is required to be given to any
Director, member of the Executive Committee, officer or stockholder, it shall
not be construed to mean personal notice, but such notice may be given by wire
or in writing by depositing the same in the post office or letter box in a post
paid, sealed wrapper, addressed to such Director, member of the Executive
Committee, officer or stockholder at his or her address as the same appears in
the books of the Company; and the time when the same shall be mailed shall be
deemed to be the time of the giving of such notice.


                                  ARTICLE XXIII
                                WAIVER OF NOTICE


                  SECTION 1. Any stockholder, Director or member of the
Executive Committee may waive in writing any notice required to be given under
these By-laws.


                                  ARTICLE XXIV
                              AMENDMENT OF BY-LAWS


                  SECTION 1. Except as otherwise provided in the Certificate of
Incorporation of the Company, the Board of Directors, at any meeting, may alter
or amend these By-laws, and any alteration or amendments so made may be repealed
by the Board of Directors or by the stockholders at any meeting duly called.

                                       13