<PAGE>   1
                                                                    Exhibit 3.02

                                                                           Final

                              AMENDED AND RESTATED

                                    BY-LAWS

                                       of

                              HARTFORD LIFE, INC.,

                                 adopted by the
                               Board of Directors

                                       on









                               December 18, 1997










                              [THE HARTFORD LOGO]
                                  THE HARTFORD
<PAGE>   2
                                TABLE OF CONTENTS


<TABLE>
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                                                                               Page
                                                                               ----
<S>               <C>                                                          <C>
                                    ARTICLE I

                                  Stockholders

SECTION 1.1.      Place of Stockholders'
                  Meetings                                                      1
SECTION 1.2.      Day and Time of Annual
                  Meetings of Stockholders                                      1
SECTION 1.3.      Purposes of Annual Meetings                                   1
SECTION 1.4.      Special Meetings of
                  Stockholders                                                  3
SECTION 1.5.      Notice of Meetings of
                  Stockholders                                                  3
SECTION 1.6.      Quorum of Stockholders                                        3
SECTION 1.7.      Chairman of the Board
                  and Secretary of Meeting                                      5
SECTION 1.8       Voting by Stockholders                                        5
SECTION 1.9.      Proxies                                                       5
SECTION 1.10.     Inspectors                                                    6
SECTION 1.11.     List of Stockholders                                          6
SECTION 1.12.     Confidential Voting                                           7


                                   ARTICLE II

                                    Directors

SECTION 2.1.      Powers of Directors                                           7
SECTION 2.2.      Method of Election,
                  Terms of Office of Directors                                  8
SECTION 2.3.      Resignations and Vacancies
                  on Board                                                      9
SECTION 2.4.      Meetings of the Board                                         9
SECTION 2.5.      Quorum and Action                                             10
SECTION 2.6.      Presiding Officer and
                  Secretary of Meeting                                          11
SECTION 2.7.      Action by Consent without
                  Meeting                                                       11
SECTION 2.8.      Standing Committees                                           11
SECTION 2.9.      Other Committees                                              12
SECTION 2.10.     Compensation of Directors                                     12
</TABLE>
<PAGE>   3
                                   ARTICLE III

                                    Officers

<TABLE>
<CAPTION>
<S>               <C>                                                          <C>
SECTION 3.1.      Officers, Titles,
                  Elections, Terms                                              13
SECTION 3.2.      General Powers of Officers                                    14
SECTION 3.3.      Powers and Duties of the
                  Chairman of the Board                                         14
SECTION 3.4.      Powers and Duties of the
                  Chief Executive Officer
                  and President                                                 15
SECTION 3.5.      Powers and Duties of
                  Executive Vice Presidents,
                  Senior Vice Presidents
                  and Vice Presidents                                           15
SECTION 3.6.      Powers and Duties of the
                  Chief Financial Officer                                       15
SECTION 3.7.      Powers and Duties of the
                  General Counsel                                               15
SECTION 3.8.      Powers and Duties of the
                  Controller and Assistant
                  Controllers                                                   16
SECTION 3.9.      Powers and Duties of the
                  Treasurer and Assistant
                  Treasurers                                                    16
SECTION 3.10.     Powers and Duties of the
                  Secretary and Assistant
                  Secretaries                                                   17


                                   ARTICLE IV

                                 Indemnification

SECTION 4.1       Indemnification                                               18
SECTION 4.2.      Insurance, Contracts and
                  Funding                                                       19
SECTION 4.3.      Indemnification; Not
                  Exclusive Right                                               19
SECTION 4.4.      Advancement of Expenses                                       19
SECTION 4.5.      Indemnification Procedures;
                  Presumptions and Effect of
                  Certain Proceedings;Remedies                                  20
SECTION 4.6.      Indemnification of Employees
                  and Agents                                                    25
SECTION 4.7.      Severability                                                  26
</TABLE>
<PAGE>   4
                                    ARTICLE V

                                  Capital Stock

<TABLE>
<CAPTION>
<S>     <C>                                                                    <C>
SECTION 5.1.      Stock Certificates                                            26
SECTION 5.2.      Record Ownership                                              27
SECTION 5.3.      Transfer of Record
                  Ownership                                                     27
SECTION 5.4.      Lost, Stolen or
                  Destroyed Certificates                                        28
SECTION 5.5.      Transfer Agent; Registrar;
                  Rules Respecting Certificates                                 28
SECTION 5.6.      Fixing Record Date for
                  Determination of Stockholders
                  of Record                                                     28

                                   ARTICLE VI

                       Securities held by the Corporation

SECTION 6.1.      Voting                                                        29
SECTION 6.2.      General Authorization to
                  Transfer Securities Held
                  by the Corporation                                            29


                                   ARTICLE VII

                          Depositaries and Signatories

SECTION 7.1.      Depositaries                                                  30
SECTION 7.2.      Signatories                                                   30


                                  ARTICLE VIII

                                  Seal                                          31


                                   ARTICLE IX

                                  Fiscal Year                                   31


                                    ARTICLE X

                                  Waiver of or Dispensing
                                  with Notice                                   31
</TABLE>
<PAGE>   5
<TABLE>
<CAPTION>
                                   ARTICLE XI

<S>                               <C>                                          <C>
                                  Amendment of By-Laws                          32

                                   ARTICLE XII

                                  Offices and Agent                             32
</TABLE>
<PAGE>   6
                                                                               1





                                     BY-LAWS

                                       OF

                               HARTFORD LIFE, INC.

                   (A DELAWARE CORPORATION, THE "CORPORATION")





         1. STOCKHOLDERS.

         1.1 Place of Stockholders' Meetings. All meetings of the stockholders
of the Corporation shall be held at such place or places, within or outside the
State of Delaware, as may be fixed by the Corporation's Board of Directors (the
"Board", and each member thereof a "Director") from time to time or as shall be
specified in the respective notices thereof.

         1.2 Day and Time of Annual Meetings of Stockholders. An annual meeting
of stockholders shall be held at such place (within or outside the State of
Delaware), date and hour as shall be determined by the Board and designated in
the notice thereof. Any previously scheduled annual meeting of stockholders may
be postponed by action of the Board taken prior to the time previously scheduled
for such annual meeting of stockholders.

         1.3 Purposes of Annual Meetings. (a) At each annual meeting, the
stockholders shall elect the successors of the class of Directors whose term
expires at such annual meeting for a term expiring at the third succeeding
annual meeting. At any such annual meeting any business properly brought before
the meeting may be transacted.

         (b) To be properly brought before an annual meeting, business must be
(i) specified in the notice of the meeting (or any supplement thereto) given by
or at the 
<PAGE>   7
                                                                               2


direction of the Board, (ii) otherwise properly brought before the meeting by or
at the direction of the Board or (iii) otherwise properly brought before the
meeting by a stockholder. For business to be properly brought before an annual
meeting by a stockholder, the stockholder must have given written notice
thereof, either by personal delivery or by United States mail, postage prepaid,
to the Secretary of the Corporation (the "Secretary") at the principal executive
offices of the Corporation, not less than 70 days nor more than 90 days prior to
the anniversary date of the immediately preceding annual meeting; provided,
however, that in the event that the date of the annual meeting is more than 30
days earlier or more than 60 days later than such anniversary date, notice by
the stockholder must be so delivered or received not earlier than the 90th day
prior to such annual meeting and not later than the close of business on the
later of the 70th day prior to such annual meeting or the tenth day following
the day on which public announcement of the date of such meeting is first made.
Any such notice shall set forth as to each matter the stockholder proposes to
bring before the annual meeting (i) a brief description of the business desired
to be brought before the annual meeting and the reasons for conducting such
business at the annual meeting; (ii) the name and address, as they appear on the
Corporation's books, of the stockholder proposing such business; (iii) the class
and number of shares of the Corporation which are beneficially owned by the
stockholder; (iv) any material interest of the stockholder in such business; and
(v) if the stockholder intends to solicit proxies in support of such
stockholder's proposal, a representation to that effect. The foregoing notice
requirements shall be deemed satisfied by a stockholder if the stockholder has
notified the Corporation of his or her intention to present a proposal at an
annual meeting and such stockholder's proposal has been included in a proxy
statement that has been prepared by management of the Corporation to solicit
proxies for such annual meeting; provided, however, that if such stockholder
does not appear or send a qualified representative to present such proposal at
such annual meeting, the Corporation need not present such proposal for a vote
at such meeting, notwithstanding that proxies in respect of such vote may have
been received by the Corporation. No business shall be conducted at an annual
meeting of stockholders except in accordance with this Section 1.3(b), and the
presiding officer of any annual meeting of stockholders may refuse
<PAGE>   8
                                                                               3


to permit any business to be brought before an annual meeting without compliance
with the foregoing procedures or if the stockholder solicits proxies in support
of such stockholder's proposal without such stockholder having made the
representation required by clause (v) of the preceding sentence.

         1.4 Special Meetings of Stockholders. Except as otherwise expressly
required by the Restated Certificate of Incorporation of the Corporation (the
"Certificate") or by applicable law, special meetings of the stockholders or of
any class or series entitled to vote may be called for any purpose or purposes
by a majority vote of the entire Board, to be held at such place (within or
outside the State of Delaware), date and hour as shall be determined by the
Board and designated in the notice thereof. Only such business as is specified
in the notice of any special meeting of the stockholders shall come before such
meeting.

         1.5 Notice of Meetings of Stockholders. Except as otherwise expressly
required or permitted by the Certificate or by applicable law, not less than ten
days nor more than 60 days before the date of every stockholders' meeting the
Secretary shall cause to be delivered to each stockholder of record entitled to
vote at such meeting written notice stating the place, date and hour of the
meeting and, in the case of a special meeting, the purpose or purposes for which
the meeting is called. Notice of any meeting of stockholders shall not be
required to be given to any stockholder who shall attend such meeting in person
or by proxy except for the purpose of objecting at the beginning of the meeting
to the transaction of any business because the meeting was not lawfully called
or commenced, or who shall waive notice thereof as provided in Article 10 of
these By-laws. Except as provided in Section 1.6(d), or as otherwise expressly
required by the Certificate or by applicable law, notice of any adjourned
meeting of stockholders need not be given if the time and place thereof are
announced at the meeting at which the adjournment is taken. Any notice, if
mailed, shall be deemed to be given when deposited in the United States mail,
postage prepaid, addressed to the stockholder at the address for notices to such
stockholder as it appears on the books of the Corporation.

         1.6 Quorum of Stockholders. (a) Unless otherwise
<PAGE>   9
                                                                               4


expressly required by the Certificate or by applicable law, at any meeting of
the stockholders, the presence in person or by proxy of stockholders entitled to
cast a majority of votes thereat shall constitute a quorum for the entire
meeting, notwithstanding the withdrawal of stockholders entitled to cast a
sufficient number of votes in person or by proxy to reduce the number of votes
represented at the meeting below a quorum; provided, however, that in the case
of any vote to be taken by a class or classes, the holders of a majority of the
votes entitled to be cast by the stockholders of a particular class or series,
present in person or by proxy, shall constitute a quorum of such class or
series. Shares of the Corporation's stock belonging to the Corporation or to
another corporation, if a majority of the shares entitled to vote in an election
of the directors of such other corporation is held by the Corporation, shall
neither be counted for the purpose of determining the presence of a quorum nor
entitled to vote at any meeting of the stockholders; provided, however, that the
foregoing shall not limit the right of the Corporation to vote stock, including
but not limited to it own stock, held by it in a fiduciary capacity.

         (b) At any meeting of the stockholders at which a quorum shall be
present, a majority of those present in person or by proxy may adjourn the
meeting from time to time without notice other than announcement at the meeting.
In the absence of a quorum, the officer presiding thereat shall have power to
adjourn the meeting from time to time until a quorum shall be present. Notice of
any adjourned meeting other than announcement at the meeting shall not be
required to be given, except as provided in Section 1.6(d) below and except
where expressly required by applicable law.

         (c) At any adjourned meeting at which a quorum shall be present, any
business may be transacted which might have been transacted at the meeting
originally called, but only those stockholders entitled to vote at the meeting
as originally noticed shall be entitled to vote at any adjournment or
adjournments thereof unless a new record date is fixed by the Board.

         (d) If an 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 in the manner specified in Section 1.5 to
<PAGE>   10
                                                                               5


each stockholder of record entitled to vote at the meeting.

         1.7 Chairman of the Board and Secretary of Meeting. The Chairman of the
Board or, in his or her absence, another officer of the Corporation designated
by the Chairman of the Board, shall preside at meetings of the stockholders. The
Secretary shall act as secretary of the meeting, or in the absence of the
Secretary, an Assistant Secretary of the Corporation shall so act, or if neither
is present, then the presiding officer may appoint a person to act as secretary
of the meeting.

         1.8 Voting by Stockholders. (a) Except as otherwise expressly required
by the Certificate or by applicable law, at every meeting of the stockholders
each stockholder of record shall be entitled to the number of votes specified in
the Certificate or any certificate of designations providing for the creation of
any series of Preferred Stock, in person or by proxy, for each share of stock
standing in his or her name on the books of the Corporation on the date fixed
pursuant to the provisions of Section 5.6 of these By-laws as the record date
for the determination of the stockholders who shall be entitled to receive
notice of and to vote at such meeting.

         (b) When a quorum is present at any meeting of the stockholders, all
questions shall be decided by the vote of a majority in voting power of the
stockholders present in person or by proxy and entitled to vote at such meeting,
unless a question is one upon which by express provision of law, the Certificate
or these By-laws, a different vote is required, in which case such express
provision shall govern and control the decision of such question.

         (c) Except as required by applicable law, the vote at any meeting of
stockholders on any question need not be by ballot, unless so directed by the
presiding officer of the meeting. On a vote by ballot, each ballot shall be
signed by the stockholder voting, or by his or her attorney-in-fact, if
authorized by proxy, and shall state the number of shares voted.

         1.9 Proxies. Any stockholder entitled to vote at any meeting of
stockholders may vote either in person or by his or her attorney-in-fact or
proxy.
<PAGE>   11
                                                                               6


         1.10 Inspectors. (a) The election of Directors and any other vote by
ballot at any meeting of the stockholders shall be supervised by one or more
inspectors. Such inspectors may be appointed by the Chairman of the Board before
or at the meeting. If the Chairman of the Board shall not have so appointed such
inspectors or if one or both inspectors so appointed shall refuse to serve or
shall not be present, such appointment shall be made by the officer presiding at
the meeting. Each inspector, before entering upon the discharge of his or her
duties, shall take and sign an oath faithfully to execute the duties of
inspector with strict impartiality and according to the best of his or her
ability.

         (b) The inspectors shall (i) ascertain the number of shares of the
Corporation outstanding and the voting power of each; (ii) determine the shares
represented at any meeting of stockholders and the validity of the proxies and
ballots; (iii) count all proxies and ballots; (iv) determine and retain for a
reasonable period a record of the disposition of any challenges made to any
determination by the inspectors; and (v) certify their determination of the
number of shares represented at the meeting, and their count of all proxies and
ballots. The inspectors may appoint or retain other persons or entities to
assist the inspectors in the performance of the duties of the inspectors.

         (c) If there are three or more inspectors, the act of a majority shall
govern. On request of the officer presiding at such meeting, the inspectors
shall make a report of any challenge, question or matter determined by them and
execute a certificate of any fact found by them. Any report or certificate made
by them shall be prima face evidence of the facts therein stated and of the vote
as certified by them, and such report or certificate shall be filed with the
minutes of such meeting.

         1.11 List of Stockholders. (a) At least ten days before every meeting
of stockholders, the Chief Financial Officer shall cause to be prepared and made
a complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order and showing the address of each stockholder and the number of
shares registered in the name of each stockholder.

         (b) During ordinary business hours for a period of
<PAGE>   12
                                                                               7


at least ten days prior to the meeting, such list shall be open to examination
by any stockholder for any purpose germane to the meeting, either at a place
within the city where the meeting is to be held, which place shall be specified
in the notice of the meeting, or if not so specified, at the place where the
meeting is to be held.

         (c) The list shall also be produced and kept at the time and place of
the meeting during the whole time of the meeting, and it may be inspected by any
stockholder who is present.

         (d) The stock ledger shall be the only evidence as to who are the
stockholders entitled to examine the stock ledger, the list required by this
Section 1.11 or the books of the Corporation, or to vote in person or by proxy
at any meeting of stockholders.

         1.12 Confidential Voting. (a) Proxies and ballots that identify the
votes of specific stockholders shall be kept in confidence by the tabulators and
the inspectors of election unless (i) there is an opposing solicitation with
respect to the election or removal of Directors; (ii) disclosure is required by
applicable law; (iii) a stockholder expressly requests or otherwise authorizes
disclosure; or (iv) the Corporation concludes in good faith that a bona fide
dispute exists as to the authenticity of one or more proxies, ballots or votes,
or as to the accuracy of any tabulation of such proxies, ballots or votes.

         (b) The tabulators and inspectors of election and any authorized agents
or other persons engaged in the receipt, count and tabulation of proxies and
ballots shall be advised of this By-law and instructed to comply herewith.

         (c) The inspectors of election shall certify, to the best of their
knowledge based on due inquiry, that proxies and ballots have been kept in
confidence as required by this Section 1.12.

         2. DIRECTORS.

         2.1 Powers of Directors. The business and affairs of the Corporation
shall be managed by or under the direction of the Board, which may exercise all
the powers of the Corporation except such as are by applicable law, 
<PAGE>   13
                                                                               8


the Certificate or these By-laws required to be exercised or performed by the
stockholders.

         2.2 Method of Election, Terms of Office of Directors. The directors
shall be classified as specified in the Certificate. Directors need not be
stockholders of the Corporation or citizens of the United States of America.

         Nominations of persons for election as Directors may be made by the
Board or by any stockholder who is a stockholder of record at the time of giving
of the notice of nomination provided for in this Section 2.2 and who is entitled
to vote for the election of Directors. Any stockholder of record entitled to
vote for the election of Directors at a meeting may nominate a person or persons
for election as Directors only if written notice of such stockholder's intent to
make such nomination is given in accordance with the procedures for bringing
business before the meeting set forth in Section 1.3(b) of these By-laws, either
by personal delivery or by United States mail, postage prepaid, to the Secretary
not later than (i) with respect to an election to be held at an annual meeting
of stockholders, not less than 70 nor more than 90 days prior to the anniversary
date of the immediately preceding annual meeting; provided, however, that in the
event that the date of the annual meeting is more than 30 days earlier or more
than 60 days later than such anniversary date, notice by the stockholder must be
so delivered or received not earlier than the 90th day prior to such annual
meeting and not later than the close of business on the later of the 70th day
prior to such annual meeting or the 10th day following the day on which public
announcement of the date of such meeting is first made and (ii) with respect to
an election to be held at a special meeting of stockholders for the election of
directors, not earlier than the 90th day prior to such special meeting and not
later than the close of business on the later of the 60th day prior to such
special meeting or the 10th day following the day on which public announcement
of the date of the special meeting is first made and of the nominees to be
elected at such meeting. Each such notice shall set forth: (a) the name and
address of the stockholder who intends to make the nomination and of the person
or persons to be nominated; (b) a representation that the stockholder is a
holder of record of stock of the Corporation entitled to vote at such meeting
and intends to appear in person or by proxy 
<PAGE>   14
                                                                               9


at the meeting to nominate the person or persons specified in the notice; (c) a
description of all arrangements or understandings between the stockholder and
each nominee and any other person or persons (naming such person or persons)
pursuant to which the nomination or nominations are to be made by the
stockholder; (d) such other information regarding each nominee proposed by such
stockholder as would have been required to be included in a proxy statement
filed pursuant to the proxy rules of the Securities and Exchange Commission had
each nominee been nominated, or intended to be nominated, by the Board; (e) the
consent of each nominee to serve as a Director if so elected; and (f) if the
stockholder intends to solicit proxies in support of such stockholder's
nominee(s), a representation to that effect. The presiding officer of any
meeting of stockholders to elect Directors and the Board may refuse to
acknowledge the nomination of any person not made in compliance with the
foregoing procedure or if the stockholder solicits proxies in support of such
stockholder's nominee(s) without such stockholder having made the representation
required by clause (f) of the preceding sentence.

         At each meeting of the stockholders for the election of Directors at
which a quorum is present, the persons receiving the greatest number of votes,
up to the number of Directors to be elected, shall be the Directors.

         2.3 Resignations and Vacancies on Board. Any Director may resign from
office at any time by delivering a written resignation to the Chairman of the
Board or the Secretary. The resignation will take effect at the time specified
therein, or, if no time is specified, at the time of its receipt by the
Corporation. The acceptance of a resignation shall not be necessary to make it
effective, unless expressly so provided in the resignation. Any vacancy on the
Board shall be filled as specified in the Certificate.

         2.4 Meetings of the Board. (a) The Board may hold its meetings, both
regular and special, either within or outside the State of Delaware, at such
places as from time to time may be determined by the Board or as may be
designated in the respective notices or waivers of notice thereof.

         (b) Regular meetings of the Board shall be held at
<PAGE>   15
                                                                              10


such times and at such places as from time to time shall be determined by the
Board.

         (c) The first meeting of each newly elected Board shall be held as soon
as practicable after the annual meeting of the stockholders and shall be for the
election of officers and the transaction of such other business as may come
before it.

         (d) Special meetings of the Board shall be held whenever called by
direction of the Chairman of the Board or at the request of Directors
constituting one-third of the number of Directors then in office.

         (e) Members of the Board or any Committee of the Board may participate
in a meeting of the Board or such Committee, as the case may be, by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and such participation
shall constitute presence in person at such meeting.

         (f) The Secretary shall give notice to each Director of any meeting of
the Board by mailing the same at least two days before the meeting or by
delivering the same not later than the day before the meeting. Such notice need
not include a statement of the business to be transacted at, or the purpose of,
any such meeting. Any and all business may be transacted at any meeting of the
Board. No notice of any adjourned meeting need be given. No notice to or waiver
by any Director shall be required with respect to any meeting at which the
Director is present except when such Director attends the meeting for the
express purpose of objecting at the beginning of the meeting to the transaction
of any business because the meeting was not lawfully called or convened.

         2.5 Quorum and Action. Except as otherwise expressly required by
applicable law, the Certificate or these By-laws, at any meeting of the Board,
the presence of at least one-third of the entire Board shall constitute a quorum
for the transaction of business; but if there shall be less than a quorum at any
meeting of the Board, a majority of those present may adjourn the meeting from
time to time. Unless otherwise provided by applicable law, the Certificate or
these By-laws, the vote of a majority of the Directors present at any meeting at
which a quorum is present shall be necessary for the approval and adoption of
any resolution or the
<PAGE>   16
                                                                              11


approval of any act of the Board.

         2.6 Presiding Officer and Secretary of Meeting. The Chairman of the
Board or, in the absence of the Chairman of the Board, a member of the Board
selected by the members present, shall preside at meetings of the Board. The
Secretary shall act as secretary of the meeting, but in the Secretary's absence
the presiding officer may appoint a secretary of the meeting.

         2.7 Action by Consent without Meeting. Any action required or permitted
to be taken at any meeting of the Board or of any Committee thereof may be taken
without a meeting if all members of the Board or Committee, as the case may be,
consent thereto in writing and the writing or writings are filed with the
minutes of proceedings of the Board or Committee.

         2.8 Standing Committees. By resolution adopted by the Board, the Board
shall elect, from among its members, individuals to serve on the Standing
Committees established by this Section 2.8. Each Standing Committee shall be
comprised of such number of Directors, not less than two, as shall be elected to
such Committee; provided that no officer or employee of the Corporation shall be
eligible to serve on the Audit or Compensation and Personnel Committees. Each
Committee shall keep a record of all its proceedings and report the same to the
Board. One-third of the members of a Committee, but not less than two, shall
constitute a quorum, and the act of a majority of the members of a Committee
present at any meeting at which a quorum is present shall be the act of the
Committee. Each Standing Committee shall meet at the call of its chairman or any
two of its members. The chairmen of the various Committees shall preside, when
present, at all meetings of such Committees, and shall have such powers and
perform such duties as the Board may from time to time prescribe. The Standing
Committees of the Board, and functions of each, are as follows:

         (a) Compensation and Personnel Committee. The Compensation and
Personnel Committee shall exercise the power of oversight over the compensation
and benefits of the employees of the Corporation, and shall be charged with
evaluating management performance, and establishing executive compensation. This
Committee shall consist of a majority of independent directors and shall have
access to its own independent outside compensation counsel. For
<PAGE>   17
                                                                              12


purposes of this Section 2.8(a), "independent director" shall mean a Director
who: (i) has not been employed by the Corporation or an affiliate thereof in an
executive capacity within the past five years; (ii) is not, and is not
affiliated with a company or firm that is, an advisor or consultant to the
Corporation; (iii) is not affiliated with a significant customer of the
Corporation; (iv) has no personal services contract(s) with the Corporation; (v)
is not affiliated with a tax-exempt entity that receives significant
contributions from the Corporation; and (vi) is not a familial relative of any
person described by clauses (i) through (v).

         (b) Audit Committee. The Audit Committee shall recommend the selection
of the independent auditors for the Corporation, confirm the scope of audits to
be performed by such auditors, review audit results and internal accounting and
control procedures and policies, review the fees paid to the Corporation's
independent auditors, and review and recommend approval of the audited financial
statements of the Corporation and the annual reports to stockholders. The Audit
Committee shall also review expense accounts of senior executives.

         (c) Nominating Committee. The Nominating Committee shall make
recommendations as to the organization, size and composition of the Board and
Committees thereof, propose nominees for election to the Board and the
Committees thereof, and consider the qualifications, compensation and retirement
of Directors.

         2.9 Other Committees. By resolution passed by the Board, the Board may
also appoint from among its members such other Committees, standing or
otherwise, as it may from time to time deem desirable and may delegate to such
Committees such powers of the Board as it may consider appropriate, consistent
with applicable law, the Certificate and these By-laws.

         2.10 Compensation of Directors. Unless otherwise restricted by the
Certificate or these By-laws, Directors shall receive for their services on the
Board or any Committee thereof such compensation and benefits, including,
without limitation, the granting of options or restricted stock, together with
expenses, if any, as the Board may from time to time determine. The Directors
may be paid a fixed sum for attendance at each meeting of the Board or Committee
thereof and/or a stated annual sum as
<PAGE>   18
                                                                              13


a Director, together with expenses, if any, of attendance at each meeting of the
Board or Committee thereof. Nothing herein contained shall be construed to
preclude any Director from serving the Corporation in any other capacity and
receiving compensation therefor.

         3. OFFICERS.

         3.1 Officers, Titles, Elections, Terms. (a) The Board may from time to
time elect a Chairman of the Board, Chief Executive Officer and President, one
or more Executive Vice Presidents, one or more Senior Vice Presidents, one or
more Vice Presidents, a Chief Financial Officer, a Controller, a Treasurer, a
Secretary, a General Counsel, one or more Assistant Controllers, one or more
Assistant Treasurers, one or more Assistant Secretaries, and one or more
Associate or Assistant General Counsels, to serve at the pleasure of the Board
or otherwise as shall be specified by the Board at the time of such election and
until their successors are elected and qualified or until their earlier death,
retirement, resignation or removal from office in accordance with these By-laws
or any applicable law or pursuant to an order of a court.

         (b) The Board may elect or appoint at any time such other officers or
agents with such duties as it may deem necessary or desirable. Such other
officers or agents shall serve at the pleasure of the Board or otherwise as
shall be specified by the Board at the time of such election or appointment and,
in the case of such other officers, until their successors are elected and
qualified or until their earlier death, retirement, resignation or removal from
office in accordance with these By-laws or any applicable law or pursuant to an
order of a court. Each such officer or agent shall have such authority and shall
perform such duties as may be provided herein or as the Board may prescribe. The
Board may from time to time authorize any officer or agent to appoint and remove
any other such officer or agent and to prescribe such person's authority and
duties.

         (c) No person may be elected or appointed an officer who is not a
citizen of the United States of America if such election or appointment is
prohibited by applicable law or regulation.

         (d) Any vacancy in any office may be filled for the
<PAGE>   19
                                                                              14


unexpired portion of the term by the Board. Each officer elected or appointed
during the year shall hold office until the next annual meeting of the Board at
which officers are regularly elected or appointed and until his or her successor
is elected or appointed and qualified or until his or her earlier death,
retirement, resignation or removal from office in accordance with these By-laws
or any applicable law or pursuant to an order of a court.

         (e) Any officer or agent elected or appointed by the Board may be
removed at any time by the affirmative vote of a majority of the entire Board.

         (f) Any officer may resign from office at any time. Such resignation
shall be made in writing and given to the Chief Executive Officer and President
or the Secretary. Any such resignation shall take effect at the time specified
therein, or, if no time is specified, at the time of its receipt by the
Corporation. The acceptance of a resignation shall not be necessary to make it
effective, unless expressly so provided in the resignation.

         3.2 General Powers of Officers. Except as may be otherwise provided by
applicable law or in Article 6 or Article 7 of these By-laws, the Chairman of
the Board, the Chief Executive Officer and President, any Executive Vice
President, any Senior Vice President, any Vice President, the Chief Financial
Officer, the General Counsel, the Controller, the Treasurer and the Secretary,
or any of them, may (i) execute and deliver in the name of the Corporation, in
the name of any division of the Corporation or in both names any agreement,
contract, instrument, power of attorney or other document pertaining to the
business or affairs of the Corporation or any division of the Corporation,
including, without limitation, agreements or contracts with any government or
governmental department, agency or instrumentality, and (ii) delegate to any
employee or agent the power to execute and deliver any such agreement, contract,
instrument, power of attorney or other document.

         3.3 Powers and Duties of the Chairman of the Board. The Chairman of the
Board shall, if present, preside at meetings of the Board and, if present,
preside at meetings of the stockholders. The Chairman of the Board shall, when
requested, counsel with and advise the other officers of the Corporation and
shall perform such other
<PAGE>   20
                                                                              15


duties as he or she may agree with the Chief Executive Officer and President or
as the Board may from time to time prescribe.

         3.4 Powers and Duties of the Chief Executive Officer and President.
Except in such instances as the Board may confer powers in particular
transactions upon any other officer, and subject to the control and direction of
the Board, the Chief Executive Officer and President shall manage and direct the
business and affairs of the Corporation and shall communicate to the Board and
any Committee thereof reports, proposals and recommendations for their
respective consideration or action.

         3.5 Powers and Duties of Executive Vice Presidents, Senior Vice
Presidents and Vice Presidents. Executive Vice Presidents, Senior Vice
Presidents and Vice Presidents shall have such powers and perform such duties as
the Board or the Chief Executive Officer and President may from time to time
prescribe or as may be prescribed in these By-laws.

         3.6 Powers and Duties of the Chief Financial Officer. The Chief
Financial Officer shall have such powers and perform such duties as the Board or
the Chief Executive Officer and President may from time to time prescribe or as
may be prescribed in these By-laws. The Chief Financial Officer shall cause to
be prepared and maintained (i) at the office of the Corporation, a stock ledger
containing the names and addresses of all stockholders and the number of shares
held by each and (ii) the list of stockholders for each meeting of the
stockholders as required by Section 1.11 of these By-laws. The Chief Financial
Officer shall be responsible for the custody of all stock books and of all
unissued stock certificates.

         3.7 Powers and Duties of the General Counsel. The General Counsel shall
be the chief legal officer of the Corporation reporting to the Chief Executive
Officer and President and shall be responsible for all the legal affairs of the
Corporation, including, without limitation, advising and representing the
Corporation on relevant corporate, employment, securities, tax, investment and
insurance laws, litigation, regulatory and governmental filings and proceedings,
and on such other legal matters which, in the judgment of the General
<PAGE>   21
                                                                              16


Counsel, affect the Corporation. In addition, the General Counsel shall perform
such other duties as the Board of Directors may prescribe.

         3.8 Powers and Duties of the Controller and Assistant Controllers. (a)
The Controller shall be responsible for the maintenance of adequate accounting
records of all assets, liabilities, capital and transactions of the Corporation.
The Controller shall prepare and render such balance sheets, income statements,
budgets and other financial statements and reports as the Board or the Chief
Executive Officer and President may require, and shall perform such other duties
as may be prescribed or assigned pursuant to these By-laws and all other acts
incident to the position of Controller.

         (b) Each Assistant Controller shall perform such duties as from time to
time may be assigned by the Controller or by the Board. In the event of the
absence, incapacity or inability to act of the Controller, then any Assistant
Controller may perform any of the duties and may exercise any of the powers of
the Controller.

         3.9 Powers and Duties of the Treasurer and Assistant Treasurers. (a)
The Treasurer shall have the care and custody of all the funds and securities of
the Corporation except as may be otherwise ordered by the Board, and shall cause
such funds (i) to be invested or reinvested from time to time for the benefit of
the Corporation as may be designated by the Board, the Chairman of the Board,
the Chief Executive Officer and President, the Chief Financial Officer or the
Treasurer or (ii) to be deposited to the credit of the Corporation in such banks
or depositories as may be designated by the Board, the Chairman of the Board,
the Chief Executive Officer and President, the Chief Financial Officer or the
Treasurer, and shall cause such securities to be placed in safekeeping in such
manner as may be designated by the Board, the Chairman of the Board, the Chief
Executive Officer and President, the Chief Financial Officer or the Treasurer.

         (b) The Treasurer, any Assistant Treasurer or such other person or
persons as may be designated for such purpose by the Board, the Chairman of the
Board, the Chief Executive Officer and President, the Chief Financial Officer or
the Treasurer may endorse in the
<PAGE>   22
                                                                              17


name and on behalf of the Corporation all instruments for the payment of money,
bills of lading, warehouse receipts, insurance policies and other commercial
documents requiring such endorsement.

         (c) The Treasurer, any Assistant Treasurer or such other person or
persons as may be designated for such purpose by the Board, the Chairman of the
Board, the Chief Executive Officer and President, the Chief Financial Officer or
the Treasurer (i) may sign all receipts and vouchers for payments made to the
Corporation, (ii) shall render a statement of the cash account of the
Corporation to the Board as often as it shall require the same and (iii) shall
enter regularly in books to be kept for that purpose full and accurate accounts
of all moneys received and paid on account of the Corporation and of all
securities received and delivered by the Corporation.

         (d) The Treasurer shall perform such other duties as may be prescribed
or assigned pursuant to these By-laws and all other acts incident to the
position of Treasurer. Each Assistant Treasurer shall perform such duties as may
from time to time be assigned by the Treasurer or by the Board. In the event of
the absence, incapacity or inability to act of the Treasurer, then any Assistant
Treasurer may perform any of the duties and may exercise any of the powers of
the Treasurer.

         3.10 Powers and Duties of the Secretary and Assistant Secretaries. (a)
The Secretary shall keep the minutes of all proceedings of the stockholders, the
Board and the Committees of the Board. The Secretary shall attend to the giving
and serving of all notices of the Corporation, in accordance with the provisions
of these By-laws and as required by applicable law. The Secretary shall be the
custodian of the seal of the Corporation. The Secretary shall affix or cause to
be affixed the seal of the Corporation to such contracts, instruments and other
documents requiring the seal of the Corporation, and when so affixed may attest
the same and shall perform such other duties as may be prescribed or assigned
pursuant to these By-laws and all other acts incident to the position of
Secretary.

         (b) Each Assistant Secretary shall perform such duties as may from time
to time be assigned by the Secretary or by the Board. In the event of the
absence,
<PAGE>   23
                                                                              18


incapacity or inability to act of the Secretary, then any Assistant Secretary
may perform any of the duties and may exercise any of the powers of the
Secretary.

         4. INDEMNIFICATION.

         4.1 Indemnification. (a) The Corporation, to the fullest extent
permitted by applicable law as then in effect, shall indemnify any person who
was or is a Director or officer of the Corporation and who was or is involved in
any manner (including, without limitation, as a party or a witness) or is
threatened to be made so involved in any threatened, pending or completed
investigation, claim, action, suit or proceeding, whether civil, criminal,
administrative or investigative (including, without limitation, any action, suit
or proceeding by or in the right of the Corporation to procure a judgment in its
favor) (each, a "Proceeding"), by reason of the fact that such person was or is
a Director, officer, employee or agent of the Corporation or was or is serving
at the request of the Corporation as a director, officer, employee, or agent of
another corporation, partnership, joint venture, trust or other enterprise
(including, without limitation, any employee benefit plan) (a "Covered Entity"),
against all expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement and actually and reasonably incurred by such person in
connection with such Proceeding. Any such former or present Director or officer
of the Corporation finally determined to be entitled to indemnification as
provided in this Article 4 is hereinafter called an "Indemnitee". Until such
final determination is made, such former or present Director or officer shall be
a "Potential Indemnitee" for purposes of this Article 4. Notwithstanding the
foregoing provisions of this Section 4.1(a), the Corporation shall not indemnify
an Indemnitee with respect to any Proceeding commenced by such Indemnitee unless
the commencement of such Proceeding by such Indemnitee has been approved by a
majority vote of the Disinterested Directors (as defined in Section 4.5(d));
provided, however, that such approval of a majority of the Disinterested
Directors shall not be required with respect to any Proceeding commenced by such
Indemnitee after a Change in Control (as defined in Section 4.5(d)) has
occurred.

         (b) Neither the amendment or repeal of, nor the adoption of a provision
inconsistent with, any provision
<PAGE>   24
                                                                              19


of this Article 4 (including, without limitation, this Section 4.1(b)) shall
adversely affect the rights of any Director or officer under this Article 4 (i)
with respect to any Proceeding commenced or threatened prior to such amendment,
repeal or adoption of an inconsistent provision or (ii) after the occurrence of
a Change in Control, with respect to any Proceeding arising out of any action or
omission occurring prior to such amendment, repeal or adoption of an
inconsistent provision, in either case without the written consent of such
Director or officer.

         4.2 Insurance, Contracts and Funding. The Corporation may purchase and
maintain insurance to protect itself and any Director, officer, employee or
agent of the Corporation or of any Covered Entity against any expenses,
judgments, fines and amounts paid in settlement as specified in Section 4.1(a)
or Section 4.6 of this Article 4 or incurred by any such Director, officer,
employee or agent in connection with any Proceeding referred to in such
Sections, to the fullest extent permitted by applicable law as then in effect.
The Corporation may enter into contracts with any Director, officer, employee or
agent of the Corporation or of any Covered Entity in furtherance of the
provisions of this Article 4 and may create a trust fund, grant a security
interest or use other means (including, without limitation, a letter of credit)
to ensure the payment of such amounts as may be necessary to effect
indemnification as provided in this Article 4.

         4.3 Indemnification; Not Exclusive Right. The right of indemnification
provided in this Article 4 shall not be exclusive of any other rights to which
an Indemnitee or Potential Indemnitee may otherwise be entitled, and the
provisions of this Article 4 shall inure to the benefit of the heirs and legal
representatives of any Indemnitee or Potential Indemnitee under this Article 4
and shall be applicable to Proceedings commenced or continuing after the
adoption of this Article 4, whether arising from acts or omissions occurring
before or after such adoption.

         4.4 Advancement of Expenses. Each Potential Indemnitee shall be
entitled to receive advance payment of any expenses actually and reasonably
incurred by such Potential Indemnitee in connection with such Proceeding prior
to a determination of entitlement to
<PAGE>   25
                                                                              20


indemnification pursuant to Section 4.5(a). Each Potential Indemnitee shall
submit a statement or statements to the Corporation requesting such advance or
advances from time to time, whether prior to or after final disposition of such
Proceeding, reasonably evidencing the expenses incurred by such Potential
Indemnitee and accompanied by an undertaking by or on behalf of such Potential
Indemnitee to repay the amounts advanced if ultimately it should be determined
that such Potential Indemnitee is not entitled to be indemnified against such
expenses pursuant to this Article 4. A determination of the reasonableness of
such expenses shall be made and such reasonable expenses shall be advanced
pursuant to procedures to be established from time to time by the Board or its
designee(s)(the "Advancement Procedures"). The amendment or repeal of, and the
adoption of a provision inconsistent with, any provision of the Advancement
Procedures shall be governed by Section 4.1(b) of this Article 4.
Notwithstanding the foregoing provisions of this Section 4.4, the Corporation
shall not advance expenses to a Potential Indemnitee with respect to any
Proceeding commenced by such Potential Indemnitee unless the commencement of
such Proceeding by such Potential Indemnitee has been approved by a majority
vote of the Disinterested Directors; provided, however, that such approval of a
majority of the Disinterested Directors shall not be required with respect to
any Proceeding commenced by such Potential Indemnitee after a Change in Control
has occurred.

         4.5 Indemnification Procedures; Presumptions and Effect of Certain
Proceedings; Remedies. In furtherance, but not in limitation, of the foregoing
provisions of this Article 4, the following procedures, presumptions and
remedies shall apply with respect to the right to indemnification under this
Article 4:

         (a) Procedures for Determination of Entitlement to Indemnification. (i)
To obtain indemnification under this Article 4, a Potential Indemnitee shall
submit to the Secretary a written request, including such documentation and
information as is reasonably available to the Indemnitee and reasonably
necessary to determine whether and to what extent the Potential Indemnitee is
entitled to indemnification (the "Supporting Documentation"). The determination
of the Potential Indemnitee's entitlement to indemnification shall be made not
later than 60 days after the later of (A) the receipt
<PAGE>   26
                                                                              21


by the Corporation of the written request for indemnification together with the
Supporting Documentation and (B) the receipt by the Corporation of written
notice of final disposition of the Proceeding for which indemnification is
sought. The Secretary shall, promptly upon receipt of such a request for
indemnification, advise the Board in writing that the Potential Indemnitee has
requested indemnification.

         (ii) The Potential Indemnitee's entitlement to indemnification under
this Article 4 shall be determined in one of the following ways: (A) by a
majority vote of the Disinterested Directors, whether or not they constitute a
quorum of the Board; (B) by a committee of the Disinterested Directors
designated by a majority vote of the Disinterested Directors, whether or not
they constitute a quorum of the Board; (C) by a written opinion of Independent
Counsel (as defined in Section 4.5(d)) if (x) a Change in Control shall have
occurred and the Potential Indemnitee so requests or (y) there are no
Disinterested Directors or a majority of such Disinterested Directors so
directs; (D) by the stockholders of the Corporation; or (E) as provided in
Section 4.5(b) of this Article 4.

         (iii) In the event the determination of entitlement to indemnification
is to be made by Independent Counsel pursuant to Section 4.5(a)(ii), a majority
of the Disinterested Directors (or, if there are no Disinterested Directors, the
General Counsel of the Corporation or, if the General Counsel is or was a party
to the Proceeding in respect of which indemnification is sought, the highest
ranking officer of the Corporation who is not and was not a party to such
Proceeding) shall select the Independent Counsel, but only an Independent
Counsel to which the Potential Indemnitee does not reasonably object; provided,
however, that if a Change in Control shall have occurred, the Potential
Indemnitee shall select such Independent Counsel, but only an Independent
Counsel to which a majority of the Disinterested Directors does not reasonably
object.

         (b) Presumptions and Effect of Certain Proceedings. Except as otherwise
expressly provided in this Article 4, if a Change in Control shall have
occurred, the Potential Indemnitee shall be presumed to be entitled to
indemnification under this Article 4 (with respect to actions or omissions
occurring prior to such Change in
<PAGE>   27
                                                                              22


Control) upon submission of a request for indemnification together with the
Supporting Documentation in accordance with Section 4.5(a)(i) of this Article 4,
and thereafter the Corporation shall have the burden of proof to overcome that
presumption in reaching a contrary determination. In any event, if the person or
persons empowered under Section 4.5(a) of this Article 4 to determine
entitlement to indemnification shall not have been appointed or shall not have
made a determination within 60 days after the later of (x) the receipt by the
Corporation of the written request for indemnification together with the
Supporting Documentation and (y) the receipt by the Corporation of written
notice of final disposition of the Proceeding for which indemnification is
sought, the Potential Indemnitee shall be deemed to be, and shall be, entitled
to indemnification. The termination of any Proceeding, or of any claim, issue or
matter therein, by judgment, order, settlement or conviction, or upon a plea of
nolo contendere or its equivalent, shall not, of itself, adversely affect the
right of the Potential Indemnitee to indemnification or create a presumption
that the Potential Indemnitee did not act in good faith and in a manner which
the Potential Indemnitee reasonably believed to be in or not opposed to the best
interests of the Corporation or, with respect to any criminal Proceeding, that
the Potential Indemnitee had reasonable cause to believe that his or her conduct
was unlawful.

         (c) Remedies. (i) In the event that a determination is made pursuant to
Section 4.5(a) of this Article 4 that the Potential Indemnitee is not entitled
to indemnification under this Article 4, (A) the Potential Indemnitee shall be
entitled to seek an adjudication of his or her entitlement to such
indemnification either, at the Potential Indemnitee's sole option, in (x) an
appropriate court of the State of Delaware or any other court of competent
jurisdiction or (y) an arbitration to be conducted by a single arbitrator
pursuant to the rules of the American Arbitration Association; (B) any such
judicial proceeding or arbitration shall be de novo and the Potential Indemnitee
shall not be prejudiced by reason of such adverse determination; and (C) if a
Change in Control shall have occurred, in any such judicial proceeding or
arbitration, the Corporation shall have the burden of proving that the Potential
Indemnitee is not entitled to indemnification under this Article 4 (with respect
to actions or omissions occurring prior to such
<PAGE>   28
                                                                              23


Change in Control).

         (ii) If a determination shall have been made or deemed to have been
made, pursuant to Section 4.5(a) or (b) of this Article 4, that the Potential
Indemnitee is entitled to indemnification, the Corporation shall be obligated to
pay the amounts constituting such indemnification within five days after such
determination has been made or deemed to have been made and shall be
conclusively bound by such determination unless (A) the Indemnitee
misrepresented or failed to disclose a material fact in making the request for
indemnification or in the Supporting Documentation or (B) such indemnification
is prohibited by law. In the event that payment of indemnification is not made
within five days after a determination of entitlement to indemnification has
been made or deemed to have been made pursuant to Section 4.5(a) or (b) of this
Article 4, the Indemnitee shall be entitled to seek judicial enforcement of the
Corporation's obligation to pay to the Indemnitee such indemnification.
Notwithstanding the foregoing, the Corporation may bring an action, in an
appropriate court in the State of Delaware or any other court of competent
jurisdiction, contesting the right of the Indemnitee to receive indemnification
hereunder due to the occurrence of an event described in clause (A) or (B) of
this subsection (each, a "Disqualifying Event"); provided, however, that in any
such action the Corporation shall have the burden of proving the occurrence of
such Disqualifying Event.

         (iii) The Corporation shall be precluded from asserting in any judicial
proceeding or arbitration commenced pursuant to this Section 4.5(c) that the
procedures and presumptions of this Article 4 are not valid, binding and
enforceable and shall stipulate in any such court or before any such arbitrator
that the Corporation is bound by all the provisions of this Article 4.

         (iv) In the event that the Indemnitee or Potential Indemnitee, pursuant
to this Section 4.5(c), seeks a judicial adjudication of or an award in
arbitration to enforce his or her rights under, or to recover damages for breach
of, this Article 4, such person shall be entitled to recover from the
Corporation, and shall be indemnified by the Corporation against, any expenses
actually and reasonably incurred by such person in
<PAGE>   29
                                                                              24


connection with such judicial adjudication or arbitration if such person
prevails in such judicial adjudication or arbitration. If it shall be determined
in such judicial adjudication or arbitration that such person is entitled to
receive part but not all of the indemnification or advancement of expenses
sought, the expenses incurred by such person in connection with such judicial
adjudication or arbitration shall be prorated accordingly.

      (d) Definitions. For purposes of this Article 4:

      (i) "Change in Control" means a change in control of the Corporation of a
nature that would be required to be reported in response to Item 6(e) (or any
successor provision) of Schedule 14A of Regulation 14A (or any amendment or
successor provision thereto) promulgated under the Securities Exchange Act of
1934, as amended (the "Act"), whether or not the Corporation is then subject to
such reporting requirement; provided that, without limitation, such a change in
control shall be deemed to have occurred if (A) any "person" (as such term is
used in Sections 13(d) and 14(d) of the Act) is or becomes the "beneficial
owner" (as defined in Rule 13d-3 under the Act), directly or indirectly, of
securities of the Corporation representing 15% or more of the voting power of
all outstanding shares of stock of the Corporation entitled to vote generally in
an election of Directors without the prior approval of at least two-thirds of
the members of the Board in office immediately prior to such acquisition; (B)
the Corporation is a party to any merger or consolidation in which the
Corporation is not the continuing or surviving corporation or pursuant to which
shares of the Corporation's Common Stock would be converted into cash,
securities or other property, other than a merger of the Corporation in which
the holders of the Corporation's Common Stock immediately prior to the merger
have the same proportionate ownership of common stock of the surviving
corporation immediately after the merger; (C) there is a sale, lease, exchange
or other transfer (in one transaction or a series of related transactions) of
all, or substantially all, of the assets of the Corporation, or liquidation or
dissolution of the Corporation; (D) the Corporation is a party to a merger,
consolidation, sale of assets or other reorganization, or a proxy contest, as a
consequence of which members of the Board in office immediately prior to such
transaction or event constitute less than a majority of the Board
<PAGE>   30
                                                                              25


thereafter; or (E) during any period of two consecutive years, individuals who
at the beginning of such period constituted the Board (including for this
purpose any new Director whose election or nomination for election by the
stockholders was approved by a vote of at least two-thirds of the Directors then
still in office who were Directors at the beginning of such period) cease for
any reason to constitute at least a majority of the Board.

         (ii) "Disinterested Director" means a Director who is not and was not a
party to the Proceeding in respect of which indemnification is sought by the
Indemnitee or Potential Indemnitee.

         (iii) "Independent Counsel" means a law firm or a member of a law firm
that neither presently is, nor in the past five years has been, retained to
represent: (a) the Corporation or the Indemnitee or Potential Indemnitee in any
matter material to either such party or (b) any other party to the Proceeding
giving rise to a claim for indemnification under this Article 4. Notwithstanding
the foregoing, the term "Independent Counsel" shall not include any person who,
under applicable standards of professional conduct then prevailing under the law
of the State of Delaware, would have a conflict of interest in representing
either the Corporation or the Indemnitee or Potential Indemnitee in an action to
determine the Indemnitee's or Potential Indemnitee's rights under this Article
4.

         4.6 Indemnification of Employees and Agents. Notwithstanding any other
provision of this Article 4, the Corporation, to the fullest extent permitted by
applicable law as then in effect, may indemnify any person other than a Director
or officer of the Corporation who is or was an employee or agent of the
Corporation and who is or was involved in any manner (including, without
limitation, as a party or a witness) or is threatened to be made so involved in
any threatened, pending or completed Proceeding, by reason of the fact that such
person was or is an employee or agent of the Corporation or was or is serving at
the request of the Corporation as a director, officer, employee or agent of a
Covered Entity, against all expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by such
person in connection with such Proceeding. The Corporation may also advance
expenses
<PAGE>   31
                                                                              26


incurred by such employee, fiduciary or agent in connection with any such
Proceeding, consistent with the provisions of applicable law as then in effect.
If made or advanced, such indemnification shall be made and such reasonable
expenses shall be advanced pursuant to procedures to be established from time to
time by the Board or its designee(s).

         4.7 Severability. If any provision or provisions of this Article 4
shall be held to be invalid, illegal or unenforceable for any reason whatsoever:
(i) the validity, legality and enforceability of the remaining provisions of
this Article 4 (including, without limitation, all portions of any Section of
this Article 4 containing any such provision held to be invalid, illegal or
unenforceable, that are not themselves invalid, illegal or unenforceable) shall
not in any way be affected or impaired thereby; and (ii) to the fullest extent
possible, the provisions of this Article 4 (including, without limitation, all
portions of any Section of this Article 4 containing any such provision held to
be invalid, illegal or unenforceable, that are not themselves invalid, illegal
or unenforceable) shall be construed so as to give effect to the intent
manifested by the provision held invalid, illegal or unenforceable.

         5. CAPITAL STOCK

         5.1 Stock Certificates. (a) Every holder of stock in the Corporation
shall be entitled to have a certificate certifying the number of shares owned by
him or her in the Corporation and designating the class and series of stock to
which such shares belong, which certificate shall otherwise be in such form as
the Board shall prescribe and as provided in Section 5.1(d). Each such
certificate shall be signed by, or in the name of, the Corporation by the
Chairman of the Board, the Chief Executive Officer and President or any Vice
President, and by the Treasurer or any Assistant Treasurer or the Secretary or
any Assistant Secretary.

         (b) If such certificate is countersigned by a transfer agent other than
the Corporation or its employee, or by a registrar other than the Corporation or
its employee, the signatures of the officers of the Corporation may be
facsimiles, and, if permitted by applicable law, any other signature on the
certificate
<PAGE>   32
                                                                              27


may be a facsimile.

         (c) In case any officer who has signed or whose facsimile signature has
been placed upon a certificate shall have ceased to be such officer before such
certificate is issued, it may be issued by the Corporation with the same effect
as if such person were such officer at the date of issue.

         (d) Certificates of stock shall be issued in such form as shall be
approved by the Board and not inconsistent with the Certificate. They shall be
numbered and registered in the order in which they are issued. No certificate
shall be issued until fully paid.

         (e) All certificates surrendered to the Corporation shall be canceled
(other than treasury shares) with the date of cancellation affixed thereon and
shall be retained by the Chief Financial Officer, together with the powers of
attorney to transfer and the assignments of the shares represented by such
certificates, for such period of time as such officer shall designate.

         5.2 Record Ownership. A record of the name of the person, firm or
corporation and address of such holder of each certificate, the number of shares
represented thereby and the date of issue thereof shall be made on the
Corporation's books. The Corporation shall be entitled to treat the holder of
record of any share 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
any share on the part of any person, whether or not it shall have express or
other notice thereof, except as required by applicable law.

         5.3 Transfer of Record Ownership. Transfers of stock shall be made on
the books of the Corporation only by direction of the person named in the
certificate or such person's attorney, lawfully constituted in writing, and only
upon the surrender of the certificate therefor and a written assignment of the
shares evidenced thereby. Whenever any transfer of stock 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, both the transferor and transferee request the Corporation to do so.
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         5.4 Lost, Stolen or Destroyed Certificates. Certificates representing
shares of the stock of the Corporation shall be issued in place of any
certificate alleged to have been lost, stolen or destroyed in such manner and on
such terms and conditions as the Board from time to time may authorize in
accordance with applicable law.

         5.5 Transfer Agent; Registrar; Rules Respecting Certificates. The
Corporation shall maintain one or more transfer offices or agencies where stock
of the Corporation shall be transferable. The Corporation shall also maintain
one or more registry offices where such stock shall be registered. The Board may
make such rules and regulations as it may deem expedient concerning the issue,
transfer and registration of stock certificates in accordance with applicable
law.

         5.6 Fixing Record Date for Determination of Stockholders of Record. (a)
The Board may fix, in advance, a date as the record date for the purpose of
determining the stockholders entitled to notice of, or to vote at, any meeting
of the stockholders or any adjournment thereof, which record date shall not
precede the date upon which the resolution fixing the record date is adopted by
the Board, and which record date shall not be more than 60 days nor less than
ten days before the date of a meeting of the stockholders. If no record date is
fixed by the Board, the record date for determining the stockholders entitled to
notice of or to vote at a stockholders' meeting shall be at the close of
business on the day next preceding the day on which notice is given, or, if
notice is waived, at the close of business on the day next preceding the day on
which the meeting is held. 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 may fix a new record date for
the adjourned meeting.

         (b) The Board may fix, in advance, a date as the record date for the
purpose of determining the stockholders entitled to receive payment of any
dividend or other distribution or the allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock,
or in order to make a determination of the stockholders for the purpose of any
other lawful action, which record date shall not precede
<PAGE>   34
                                                                              29


the date upon which the resolution fixing the record date is adopted by the
Board, and which record date shall not be more than 60 calendar days prior to
such action. If no record date is fixed by the Board, the record date for
determining the stockholders for any such purpose shall be at the close of
business on the day on which the Board adopts the resolution relating thereto.

         6. SECURITIES HELD BY THE CORPORATION.

         6.1 Voting. Unless the Board shall otherwise order, the Chairman of the
Board, the Chief Executive Officer and President, any Executive Vice President,
any Senior Vice President, any Vice President, the Chief Financial Officer, the
Controller, the Treasurer or the Secretary shall have full power and authority,
on behalf of the Corporation, to attend, act and vote at any meeting of the
stockholders of any corporation in which the Corporation may hold stock and at
such meeting to exercise any or all rights and powers incident to the ownership
of such stock, and to execute on behalf of the Corporation a proxy or proxies
empowering another or others to act as aforesaid. The Board from time to time
may confer like powers upon any other person or persons.

         6.2 General Authorization to Transfer Securities Held by the
Corporation. (a) Any of the following officers, to wit: the Chairman of the
Board, the Chief Executive Officer and President, any Executive Vice President,
any Senior Vice President, any Vice President, the Chief Financial Officer, the
Controller, the Treasurer, any Assistant Controller, any Assistant Treasurer,
and each of them, hereby is authorized and empowered to transfer, convert,
endorse, sell, assign and deliver any and all shares of stock, bonds,
debentures, notes, subscription warrants, stock purchase warrants, evidences of
indebtedness, or other securities now or hereafter standing in the name of or
owned by the Corporation, and to make, execute and deliver any and all written
instruments of assignment and transfer necessary or proper to effectuate the
authority hereby conferred.

         (b) Whenever there shall be annexed to any instrument of assignment and
transfer executed pursuant to and in accordance with the foregoing Section
6.2(a), a certificate of the Secretary or any Assistant Secretary in office at
the date of such certificate setting forth the provisions hereof and stating
that they are in full
<PAGE>   35
                                                                              30


force and effect and setting forth the names of persons who are then officers of
the corporation, all persons to whom such instrument and annexed certificate
shall thereafter come shall be entitled, without further inquiry or
investigation and regardless of the date of such certificate, to assume and to
act in reliance upon the assumption that (i) the shares of stock or other
securities named in such instrument were theretofore duly and properly
transferred, endorsed, sold, assigned, set over and delivered by the
Corporation, and (ii) with respect to such securities, the authority of these
provisions of these By-laws and of such officers is still in full force and
effect.

         7. DEPOSITARIES AND SIGNATORIES.

         7.1 Depositaries. The Chairman of the Board, the Chief Executive
Officer and President, the Chief Financial Officer, and the Treasurer are each
authorized to designate depositaries for the funds of the Corporation deposited
in its name or that of a division of the Corporation, or both, and the
signatories with respect thereto in each case, and from time to time, to change
such depositaries and signatories, with the same force and effect as if each
such depositary and the signatories with respect thereto and changes therein had
been specifically designated or authorized by the Board; and each depositary
designated by the Board or by the Chairman of the Board, the Chief Executive
Officer and President, the Chief Financial Officer, or the Treasurer shall be
entitled to rely upon the certificate of the Secretary or any Assistant
Secretary of the Corporation or of a division of the Corporation setting forth
the fact of such designation and of the appointment of the officers of the
Corporation or of the division or of both or of other persons who are to be
signatories with respect to the withdrawal of funds deposited with such
depositary, or from time to time the fact of any change in any depositary or in
the signatories with respect thereto.

         7.2 Signatories. Unless otherwise designated by the Board or by the
Chairman of the Board, the Chief Executive Officer and President, the Chief
Financial Officer or the Treasurer, all notes, drafts, checks, acceptances,
orders for the payment of money and all other negotiable instruments obligating
the Corporation for the payment of money shall be (a) signed by the
<PAGE>   36
                                                                              31


Treasurer or any Assistant Treasurer and (b) countersigned by the Controller or
any Assistant Controller, or (c) either signed or countersigned by the Chairman
of the Board, the Chief Executive Officer and President, any Executive Vice
President, any Senior Vice President or any Vice President in lieu of either of
the officers designated in clause (a) or the officers designated in clause (b)
of this Section 7.2.

         8. SEAL.

         The seal of the Corporation shall be in such form and shall have such
content as the Board shall from time to time determine.

         9. FISCAL YEAR.

         The fiscal year of the Corporation shall end on December 31 in each
year, or on such other date as the Board shall determine.

         10. WAIVER OF OR DISPENSING WITH NOTICE.

         (a) Whenever any notice of the time, place or purpose of any meeting of
the stockholders is required to be given by applicable law, the Certificate or
these By-laws, a written waiver of notice, signed by a stockholder entitled to
notice of a stockholders' meeting, in whatever form, whether signed before or
after the time set for a given meeting, shall be deemed equivalent to notice of
such meeting. Attendance of a stockholder in person or by proxy at a
stockholders' meeting shall constitute a waiver of notice to such stockholder of
such meeting, except when the stockholder attends the meeting for the express
purpose of objecting at the beginning of the meeting to the transaction of any
business because the meeting was not lawfully called or convened.

         (b) Whenever any notice of the time or place of any meeting of the
Board or Committee of the Board is required to be given by applicable law, the
Certificate or these By-laws, a written waiver of notice signed by a Director,
in whatever form, whether signed before or after the time set for a given
meeting, shall be deemed equivalent to notice of such meeting. Attendance of a
Director at a meeting in person (or by conference telephone or similar
communications equipment) shall
<PAGE>   37
                                                                              32


constitute a waiver of notice to such Director of such meeting, except when the
Director attends the meeting for the express purpose of objecting at the
beginning of the meeting to the transaction of any business because the meeting
was not lawfully called or convened.

         (c) No notice need be given to any person with whom communication is
made unlawful by any law of the United States or any rule, regulation,
proclamation or executive order issued under any such law.

         11. AMENDMENT OF BY-LAWS.

         Except as otherwise provided in the Certificate, these By-laws, or any
of them, may from time to time be supplemented, amended or repealed, or new
By-laws may be adopted, by the Board at any regular or special meeting of the
Board, if such supplement, amendment, repeal or adoption is approved by a
majority of the entire Board. These By-laws, or any of them, may from time to
time be supplemented, amended or repealed, or new By-laws may be adopted, by the
stockholders at any regular or special meeting of the stockholders at which a
quorum is present, if such supplement, amendment, repeal or adoption is approved
by the affirmative vote of the holders of at least a majority of the voting
power of all outstanding shares of stock of the Corporation entitled to vote
generally in an election of directors.

         12. OFFICES AND AGENT

         (a) Registered Office and Agent. The registered office of the
Corporation in the State of Delaware shall be 1209 Orange Street, Wilmington,
Delaware 19801. The name of the registered agent is The Corporation Trust
Company. Such registered agent has a business office identical with such
registered office.

         (b) Other Offices. The Corporation may also have offices at other
places, either within or outside the State of Delaware, as the Board of
Directors may from time to time determine or as the business of the Corporation
may require.