<PAGE>   1

                                                                     Exhibit 3.2

                                    COMPOSITE

                          AMENDED AND RESTATED BY-LAWS

                                       OF

                               BUDGET GROUP, INC.


<PAGE>   2

                                    COMPOSITE
                          AMENDED AND RESTATED BY-LAWS
                                       OF
                               BUDGET GROUP, INC.

<TABLE>
<CAPTION>
         Section                                                         Page
                                                                         ----
         <S>                                                             <C>

                                    ARTICLE I

                                     OFFICES

         Registered Office..........................................       1
         Other Offices..............................................       1

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

         Annual Meetings............................................       1
         Special Meetings...........................................       1
         Notice of Meetings.........................................       1
         Waiver of Notice...........................................       2
         Adjournments...............................................       2
         Quorum.....................................................       2
         Voting.....................................................       2
         Proxies....................................................       2
         Stockholders' Consent in Lieu of Meeting...................       2
         Notice of Stockholder Proposals............................       2

                                  ARTICLE III

                               BOARD OF DIRECTORS

         General Powers.............................................       3
         Number and Term of Directors...............................       3
         Resignation................................................       4
         Removal....................................................       4
         Vacancies..................................................       4
         Meetings...................................................       4
         Committees of the Board....................................       5
         Directors' Consent in Lieu of Meeting......................       6
         Action by Means of Telephone or Similar
         Communications Equipment...................................       6
         Compensation...............................................       6
</TABLE>


                                       i
<PAGE>   3

<TABLE>
         <S>                                                              <C>
         Nomination of Directors....................................       6

         ARTICLE IV

         OFFICERS

         Officers...................................................       7
         Authority and Duties.......................................       7
         Term of Office, Resignation and Removal....................       7
         Vacancies..................................................       7
         The Chairman...............................................       7
         The Chief Executive Officer................................       7
         The President..............................................       7
         The Chief Operating Officer................................       8
         Vice Presidents............................................       8
         The Secretary..............................................       8
         Assistant Secretaries......................................       8
         The Chief Financial Officer................................       8
         Other Officers.............................................       8

         ARTICLE V

         CHECKS, DRAFTS, NOTES AND PROXIES

         Checks, Drafts and Notes...................................       9
         Execution of Proxies.......................................       9

         ARTICLE VI

         SHARES AND TRANSFERS OF SHARES

         Certificates Evidencing Shares.............................       9
         Stock Ledger...............................................       9
         Transfers of Shares........................................       9
         Addresses of Stockholders..................................       9
         Lost, Destroyed and Mutilated Certificates.................       9
         Regulations; Transfer Agent and Registrar..................      10
         Fixing Date for Determination of
         Stockholders of Record.....................................      10
</TABLE>


                                       ii
<PAGE>   4

<TABLE>
         <S>                                                              <C>
                                   ARTICLE VII

         SEAL

         Seal.......................................................      10

                                  ARTICLE VIII

                                   FISCAL YEAR

         Fiscal Year................................................      10

                                   ARTICLE IX

                          INDEMNIFICATION AND INSURANCE

         Indemnification............................................      10
         Insurance for Indemnification..............................      12

                                    ARTICLE X

                                   AMENDMENTS

         Amendments.................................................      12
</TABLE>


                                      iii
<PAGE>   5

                                     BY-LAWS

                                       OF

                               BUDGET GROUP, INC.

                                    ARTICLE I

                                     OFFICES

         SECTION 1.01. Registered Office. The registered office of Budget Group,
Inc. (the "Corporation") in the State of Delaware shall be at the principal
office of The Corporation Trust Company in the City of Wilmington, County of New
Castle, and the registered agent in charge thereof shall be The Corporation
Trust Company.

         SECTION 1.02. Other Offices. The Corporation may also have an office or
offices at any other place or places within or without the State of Delaware as
the Board of Directors of the Corporation (the "Board") may from time to time
determine or the business of the Corporation may from time to time require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

         SECTION 2.01. Annual Meetings. The annual meeting of stockholders of
the Corporation for the election of directors of the Corporation ("Directors"),
and for the transaction of such other business as may properly come before such
meeting, shall be held at such place, date and time as shall be fixed by the
Board and designated in the notice or waiver of notice of such annual meeting;
provided, however, that no annual meeting of stockholders need be held if all
actions, including the election of Directors, required by the General
Corporation Law of the State of Delaware (the "General Corporation Law") to be
taken at such annual meeting are taken by written consent in lieu of meeting
pursuant to Section 2.09 hereof.

         SECTION 2.02. Special Meetings. Special meetings of stockholders for
any purpose or purposes may be called by the Board or the Chairman of the Board,
the Chief Executive Officer, the President or the Secretary of the Corporation
or by the record holders of at least a majority of the combined voting power of
the shares of capital stock of the Corporation issued and outstanding and
entitled to vote thereat ("Shares"), to be held at such place, date and time as
shall be designated in the notice or waiver of notice thereof.

         SECTION 2.03. Notice of Meetings. (a) Except as otherwise provided by
law, written notice of each annual or special meeting of stockholders stating
the place, date and time of such meeting and, in the case of a special meeting,
the purpose or purposes for which such meeting is to be held, shall be given
personally or by first-class mail (airmail in the case of international
communications) to each recordholder of Shares (a "Stockholder") entitled to
vote thereat, not less than 10 nor more than 60 days before the date of such
meeting. If mailed, such notice shall be deemed to be given when deposited in
the United States mail, postage prepaid, directed to the Stockholder at such
Stockholder's address as it appears on the records of the Corporation. If, prior
to the time of mailing, the Secretary of the Corporation (the "Secretary") shall
have received from any Stockholder a written request that notices intended for
such Stockholder are to be mailed to some address other than the address that
appears on the records of the Corporation, notices intended for such Stockholder
shall be mailed to the address designated in such request.


                                       4
<PAGE>   6

         (b) Notice of a special meeting of Stockholders may be given by the
person or persons calling the meeting, or, upon the written request of such
person or persons, such notice shall be given by the Secretary on behalf of such
person or persons. If the person or persons calling a special meeting of
Stockholders give notice thereof, such person or persons shall deliver a copy of
such notice to the Secretary. Each request to the Secretary for the giving of
notice of a special meeting of Stockholders shall state the purpose or purposes
of such meeting.

         SECTION 2.04. Waiver of Notice. Notice of any annual or special meeting
of Stockholders need not be given to any Stockholder who files a written waiver
of notice with the Secretary, signed by the person entitled to notice, whether
before or after such meeting. Neither the business to be transacted at, nor the
purpose of, any meeting of Stockholders need be specified in any written waiver
of notice thereof. Attendance of a Stockholder at a meeting, in person or by
proxy, shall constitute a waiver of notice of such meeting, except when such
Stockholder attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business on the grounds that
the notice of such meeting was inadequate or improperly given.

         SECTION 2.05. Adjournments. Whenever a meeting of Stockholders, annual
or special, is adjourned to another date, time or place, notice need not be
given of the adjourned meeting if the date, time and place thereof are announced
at the meeting at which the adjournment is taken. 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 entitled to vote thereat. At the adjourned meeting, any business may
be transacted which might have been transacted at the original meeting.

         SECTION 2.06. Quorum. Except as otherwise provided by law or the
Certificate of Incorporation of the Corporation, including any amendment or
restatement thereof (the "Certificate of Incorporation"), the presence in person
or by proxy of the record holders of a majority of the combined voting power of
the Shares entitled to vote at a meeting of Stockholders shall constitute a
quorum for the transaction of business at such meeting. If, however, such quorum
shall not be present in person or by proxy at any meeting of Stockholders, the
Stockholders entitled to vote thereat may adjourn the meeting from time to time
in accordance with Section 2.05 hereof until a quorum shall be present in person
or by proxy.

         SECTION 2.07. Voting. Each Stockholder shall be entitled to one vote
for every Share of Class A Common Stock held of record by such Stockholder and
each Stockholder shall be entitled to ten votes for every Share of Class B
Common Stock held of record by such Stockholder. The number of votes to which
Shares of other classes of capital stock that may from time to time be
authorized and issued by the Corporation shall be as set forth in the
Certificate of Incorporation. Except as otherwise provided by law or the
Certificate of Incorporation, the vote of a majority of the combined voting
power of the Shares represented in person or by proxy at any meeting at which a
quorum is present shall decide any question brought before such meeting.

         SECTION 2.08. Proxies. Each Stockholder entitled to vote at a meeting
of Stockholders or to express, in writing, consent to or dissent from any action
of Stockholders without a meeting may authorize another person or persons to act
for such Stockholder by proxy. Such proxy shall be filed with the Secretary
before such meeting of Stockholders or such action of Stockholders without a
meeting, at such time as the Board may require. No proxy shall be voted or acted
upon more than three years from its date, unless the proxy provides for a longer
period.

         SECTION 2.09. Stockholders' Consent in Lieu of Meeting. Any action
required by the General Corporation Law to be taken at any annual or special
meeting of Stockholders, and any action which may be taken at any annual or
special meeting of Stockholders, may be taken without a meeting, without prior
notice and without a vote, if a consent in writing, setting forth the action so
taken, shall be signed by the record holders of Shares having not less than the
minimum number of votes necessary to authorize or take such action at a meeting
at which the record holders of all Shares entitled to vote thereon were present
and voted.

         SECTION 2.10. Notice of Stockholder Proposals. (a) At any meeting of
the stockholders of the Corporation, only such business shall be conducted, and
only such proposals shall be acted upon, as shall have been properly brought
before the meeting.


                                       5
<PAGE>   7

         (b) To be properly brought before a meeting of the stockholders of the
Corporation, business and proposals must be:


                                       6
<PAGE>   8

                  (i)      specified in the notice of meeting (or any supplement
thereto) given by or at the direction of the Board of Directors;

                  (ii)     otherwise properly brought before the meeting by or
at the direction of the Board of Directors; or

                  (iii)    otherwise properly brought before the meeting by a
stockholder who complies with the notice procedures set forth in this Section
2.10.

         (c) For business or proposals to be properly brought before a meeting
by a stockholder, the stockholder must have given timely notice thereof in
writing to the Secretary of the Corporation. To be timely, a stockholder's
notice must be delivered to, or mailed and received at, the principal executive
offices of the Corporation not less than sixty (60) days nor more than ninety
(90) days prior to the scheduled date of the meeting, regardless of any
postponements, deferrals or adjournments of that meeting to a later date;
provided, however, that if less than seventy (70) days' notice or prior public
disclosure of the scheduled date of the meeting is given or made, notice by the
stockholder to be timely must be so delivered or received no later than the
close of business on the fifteenth (15th) day following the earlier of the day
on which such notice of the scheduled date of the meeting was mailed or such
public disclosure was made.

         (d) A stockholder's notice to the Secretary shall set forth as to each
matter the stockholder proposes to bring before the meeting:

                  (i)      a brief description of the business or proposal
desired to be brought before the meeting and the reasons for conducting such
business or considering such proposal at the meeting;

                  (ii)     the name and address, as they appear on the
Corporation's books, of the stockholder;

                  (iii)    the class and number of shares of capital stock of
the Corporation which are beneficially owned by the stockholder; and

                  (iv)     any financial or other material interest of the
stockholder in such business or proposal.

         (e) No business shall be conducted and no proposal shall be considered
at a meeting of the stockholders unless proposed in accordance with procedures
set forth in this Section 2.10. The Chairman of the meeting shall, if the facts
warrant, determine and declare to the meeting that business or a proposal was
not properly brought before the meeting in accordance with the foregoing
procedures and such business or proposal shall not be transacted or considered.

         (f) To the extend (but only to the extent) this Section 2.10 shall be
deemed by the Board of Directors or the Securities and Exchange Commission, or
finally adjudged by a court of competent jurisdiction, to be inconsistent with
the right of stockholders to request inclusion of a proposal in the
Corporation's proxy statement pursuant to Rule 14a-8 promulgated under the
Exchange Act, such rule shall prevail.

                                   ARTICLE III

                               BOARD OF DIRECTORS

         SECTION 3.01. General Powers. The business and affairs of the
Corporation shall be managed by the Board, which may exercise all such powers of
the Corporation and do all such lawful acts and things as are not by law, the
Certificate of Incorporation or these By-laws directed or required to be
exercised or done by Stockholders.

         SECTION 3.02. Number and Term of Directors. Subject to the rights of
the holders of any series of Preferred Stock to elect additional directors, the
number of Directors shall be three or such other number as shall be fixed from
time to time by the Board. Directors need not be Stockholders. The Directors
shall be and are divided into three classes, designated Class I, Class


                                       7
<PAGE>   9

II and Class III. Each Class shall consist, as nearly as may be possible, of
one-third of the total number of Directors constituting the entire Board. The
term of the initial Class I Directors shall terminate on the date of the 2001
Annual Meeting of Stockholders; the term of the initial Class II Directors shall
terminate on the date of the 2000 Annual Meeting of Stockholders; and the term
of the initial Class III Directors shall terminate on the date of the 1999
Annual Meeting of Stockholders. At each annual meeting of Stockholders beginning
in 1999, successors to the Class of Directors whose term expires at that annual
meeting of Stockholders shall be elected for a three-year term. If the number of
Directors is changed, any increase or decrease in Directorship shall be
apportioned among the Classes so as to maintain the number of Directors in each
Class as nearly equal as possible, and any additional Directors of any Class
elected to fill a vacancy resulting from an increase in such class shall hold
office only until the next election of Directors of that Class by the
stockholders of the corporation, but in no case will a decrease in the number of
Directors shorten the term of any incumbent Director. Directors shall hold
office until the annual meeting of Stockholders for the year in which their
terms expire and until their successors shall be duly elected and qualified,
subject, however, to prior death, resignation, retirement, disqualification or
removal from office. Notwithstanding the foregoing, whenever the holders of any
one or more classes or series of Preferred Stock issued by the Corporation shall
have the right, voting separately by class or series, to elect Directors at an
annual or special meeting of Stockholders, the election, term of office, filling
of vacancies and other features of such Directorships shall be governed by the
terms of the Corporation's Certificate of Incorporation.

         SECTION 3.03. Resignation. Any Director may resign at any time by
giving written notice to the Board, the Chairman of the Board of the Corporation
(the "Chairman") or the Secretary. Such resignation shall take effect at the
time specified in such notice or, if the time be not specified, upon receipt
thereof by the Board, the Chairman or the Secretary, as the case may be. Unless
otherwise specified therein, acceptance of such resignation shall not be
necessary to make it effective.

         SECTION 3.04. Removal. Subject to the rights of the holders of any
series of Preferred Stock then outstanding, any or all of the Directors may be
removed from office at any time for cause by vote of the recordholders of a
majority of the combined voting power of the Shares then entitled to vote at an
election of Directors, or by written consent of the recordholders of Shares
pursuant to Section 2.09 hereof.

         SECTION 3.05. Vacancies. Subject to the rights of the holders of any
series of Preferred Stock then outstanding to fill Director vacancies, vacancies
occurring on the Board for any reason, including, without limitation, vacancies
occurring as a result of the creation of new directorships that increase the
number of Directors, may be filled by such vote or written consent or by vote of
the Board or by written consent of the Directors pursuant to Section 3.08
hereof. If the number of Directors then in office is less than a quorum, such
other vacancies may be filled by vote of a majority of the Directors then in
office or by written consent of all such Directors pursuant to Section 3.08
hereof. Unless earlier removed pursuant to Section 3.04 hereof, each Director
chosen in accordance with this Section 3.05 shall hold office until the next
annual election of Directors by the Stockholders and until his successor shall
be elected and qualified.

         SECTION 3.06. Meetings. (a) Annual Meetings. As soon as practicable
after each annual election of Directors by the Stockholders, the Board shall
meet for the purpose of organization and the transaction of other business,
unless it shall have transacted all such business by written consent pursuant to
Section 3.08 hereof.

         (b)      Other Meetings. Other meetings of the Board shall be held at
such times as the Chairman, the President of the Corporation (the "President"),
the Secretary or a majority of the Board shall from time to time determine.

         (c)      Notice of Meetings. The Secretary shall give written notice to
each Director of each meeting of the Board, which notice shall state the place,
date, time and purpose of such meeting. Notice of each such meeting shall be
given to each Director, if by mail, addressed to him at his residence or usual
place of business, at least two days before the day on which such meeting is to
be held, or shall be sent to him at such place by telecopy, telegraph, cable, or
other form of recorded communication, or be delivered personally or by telephone
not later than the day before the day on which such meeting is to be held. A
written waiver of notice, signed by the Director entitled to notice, whether
before of after the time of the meeting referred to in such waiver, shall be
deemed equivalent to notice. Neither the business to be transacted at, nor the
purpose of any meeting of the Board need be specified in any written waiver of
notice thereof. Attendance of a Director at a meeting of the Board shall
constitute a waiver of notice of such meeting, except as provided by law.


                                       8
<PAGE>   10

         (d)      Place of Meetings. The Board may hold its meetings at such
place or places within or without the State of Delaware as the Board or the
Chairman may from time to time determine, or as shall be designated in the
respective notices or waivers of notice of such meetings.

         (e)      Quorum and Manner of Acting. One-third of the total number of
Directors then in office (but in no event less than two if the total number of
directorships, including vacancies, is greater than one and in no event a number
less than one-third of the total number of directorships, including vacancies)
shall be present at any meeting of the Board in order to constitute a quorum for
the transaction of business at such meeting, and the vote of a majority of those
Directors present at any such meeting at which a quorum is present shall be
necessary for the passage of any resolution or act of the Board, except as
otherwise expressly required by law, the Certificate of Incorporation or these
By-laws. In the absence of a quorum for any such meeting, a majority of the
Directors present thereat may adjourn such meeting from time to time until a
quorum shall be present.

         (f)      Organization. At each meeting of the Board, one of the
following shall act as chairman of the meeting and preside, in the following
order of precedence:

         (i)      the Chairman;

         (ii)     Chief Executive Officer;

         (iii)    the President; or

         (iv)     any Director chosen by a majority of the Directors present.

The Secretary or, in the case of his absence, any person (who shall be an
Assistant Secretary, if an Assistant Secretary is present) whom the chairman of
the meeting shall appoint shall act as secretary of such meeting and keep the
minutes thereof.

         SECTION 3.07. Committees of the Board. The Board may, by resolution
passed by a majority of the whole Board, designate one or more committees, each
committee to consist of one or more Directors. The Board may designate one or
more Directors as alternate members of any committee, who may replace any absent
or disqualified member at any meeting of such committee. In the absence or
disqualification of a member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint another Director to act at the
meeting in the place of any such absent or disqualified member. Any committee of
the Board, to the extent provided in the resolution of the Board designating
such committee, shall have and may exercise all the powers and authority of the
Board in the management of the business and affairs of the Corporation, and may
authorize the seal of the Corporation to be affixed to all papers which may
require it; provided, however, that no such committee shall have such power or
authority in reference to amending the Certificate of Incorporation (except that
such a committee may, to the extent authorized in the resolution or resolutions
providing for the issuance of shares of stock adopted by the Board as provided
in Section 151(a) of the General Corporation Law, fix the designations and any
of the preferences or rights of such shares relating to dividends, redemption,
dissolution, any distribution of assets of the Corporation or the conversion
into, or the exchange of such shares for, shares of any other class or classes
of stock of the Corporation or fix the number of shares of any series of stock
or authorize the increase or decrease of the shares of any series), adopting an
agreement of merger or consolidation under Section 251 or 252 of the General
Corporation Law, recommending to the Stockholders the sale, lease or exchange of
all or substantially all the Corporation's property and assets, recommending to
the Stockholders a dissolution of the Corporation or the revocation of a
dissolution, or amending these By-laws; provided further, however, that, unless
expressly so provided in the resolution of the Board designating such committee,
no such committee shall have the power or authority to declare a dividend, to
authorize the issuance of stock, or to adopt a certificate of ownership and
merger pursuant to Section 253 of the General Corporation Law. Each committee of
the Board shall keep regular minutes of its proceedings and report the same to
the Board when so requested by the Board.


                                       9
<PAGE>   11

         SECTION 3.08. Directors' Consent in Lieu of 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, without prior notice and
without a vote, if a consent in writing, setting forth the action so taken,
shall be signed by all the members of the Board or such committee and such
consent is filed with the minutes of the proceedings of the Board or such
committee.

         SECTION 3.09. Action by Means of Telephone or Similar Communications
Equipment. Any one or more members of the Board, or of any committee thereof,
may participate in a meeting of the Board or such committee by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and participation in a
meeting by such means shall constitute presence in person at such meeting.

         SECTION 3.10. Compensation. Unless otherwise restricted by the
Certificate of Incorporation, the Board may determine the compensation of
Directors. In addition, as determined by the Board, Directors may be reimbursed
by the Corporation for their expenses, if any, in the performance of their
duties as Directors. No such compensation or reimbursement shall preclude any
Director from serving the Corporation in any other capacity and receiving
compensation therefor.

         SECTION 3.11 Nomination of Directors. (a) Only persons who are
nominated in accordance with the procedures specified in this Section 3.11 shall
be eligible for election as directors.

         (b) Nominations of persons for election to the Board of Directors of
the Corporation may be made at a meeting of the stockholders by or at the
direction of the Board of Directors, by any nominating committee or person
appointed by the Board of Directors or by any stockholder of the Corporation
entitled to vote for the election of directors at the meeting who complies with
the notice procedures set forth in this Section 3.11. Such nominations, other
than those made by or at the direction of the Board of Directors, shall be made
pursuant to timely notice in writing to the Secretary of the Corporation. To be
timely, a stockholder's notice shall be delivered to, or mailed and received at,
the principal executive offices of the Corporation not less than sixty (60) days
nor more than ninety (90) days prior to the scheduled date of the meeting,
regardless of any postponements, deferrals or adjournments of that meeting to a
later date; provided, however, that if less than seventy (70) days' notice or
prior public disclosure of the date of the meeting is given or made to
stockholders, notice by the stockholder to be timely must be so received no
later than the close of business on the fifteenth (15th) day following the
earlier of the day on which such notice of the date of the meeting was mailed or
such public disclosure was made.

         (c) A stockholder's notice to the Secretary shall set forth as to each
person which the stockholder proposes to nominate for election or re-election as
a director:

                  (i)      the name, age, business address and residence address
of the person;

                  (ii)     the principal occupation or employment of the person;

                  (iii)    the class and number of shares of capital stock of
the Corporation which are beneficially owned by the person; and

                  (iv)     any other information relating to the person that is
required to be disclosed in solicitations for proxies for election of directors
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended
(the "Exchange Act").

In addition, a stockholder's notice to the Secretary shall set forth as to the
stockholder giving the notice:

                  (i)      the name and record address of the stockholder; and

                  (ii)     the class and number of shares of capital stock of
the Corporation which are beneficially owned by the stockholder.

The Corporation may require any proposed nominee to furnish such other
information as may reasonably be required by the Corporation to determine the
eligibility of such proposed nominee to serve as director of the Corporation.


                                       10
<PAGE>   12

         (d) No person shall be eligible for election as a director of the
Corporation unless such person has been nominated in accordance with the
procedures set forth herein. If the facts warrant, the Chairman of the meeting
shall determine and declare to the meeting that a nomination does not satisfy
the requirements set forth in the preceding sentence and the defective
nomination shall be disregarded.

         (e) Nothing in this Section 3.11 shall be construed to affect the
requirement for proxy statements of the Corporation under Regulation 14A of the
Exchange Act.

                                   ARTICLE IV

                                    OFFICERS

         SECTION 4.01. Officers. The officers of the Corporation shall be the
Chairman, the Chief Executive Officer, the President, the Chief Operating
Officer, the Chief Financial Officer and the Secretary and may include one or
more Vice Presidents and one or more Assistant Secretaries. Any two or more
offices may be held by the same person.

         SECTION 4.02. Authority and Duties. All officers shall have such
authority and perform such duties in the management of the Corporation as may
provided in these By-laws or, to the extent not so provided, by resolution of
the Board.

         SECTION 4.03. Term of Office, Resignation and Removal. (a) Each officer
shall hold office until his successor has been appointed and qualified or his
earlier death or resignation or removal in the manner hereinafter provided.

         (b) Any officer may resign at any time by giving written notice to the
Board, the Chairman, the President or the Secretary. Such resignation shall take
effect at the time specified in such notice or, if the time be not specified,
upon receipt thereof by the Board, the Chairman, the President or the Secretary,
as the case may be. Unless otherwise specified therein, acceptance of such
resignation shall not be necessary to make it effective.

         (c) All officers and agents appointed by the Board shall be subject to
removal, with or without cause, at any time by the Board or by the action of the
record holders of a majority of the combined voting power of the Shares entitled
to vote thereon.

         SECTION 4.04. Vacancies. Any vacancy occurring in any office of the
Corporation, for any reason, shall be filled by action of the Board. Unless
earlier removed pursuant to Section 4.03 hereof, any officer appointed by the
Board to fill any such vacancy shall serve only until such time as the unexpired
term of his predecessor expires unless reappointed by the Board.

         SECTION 4.05. The Chairman. The Chairman shall have the power to call
special meetings of Stockholders, to call special meetings of the Board and, if
present, to preside at all meetings of Stockholders and all meetings of the
Board. The Chairman shall perform all duties incident to the office of Chairman
of the Board and all such other duties as may from time to time be assigned to
him by the Board or these By-laws.

         SECTION 4.06 The Chief Executive Officer. The chief executive officer
(the "Chief Executive Officer") shall be the most senior officer of the
Corporation and shall generally direct the business and affairs of the
Corporation, subject to supervision and direction by the Board, and shall see
that all orders and resolutions of the Board are carried into effect. The Chief
Executive Officer shall perform all duties incident to the office of Chief
Executive Officer and all such other duties as may from time to time be assigned
to him by the Board or these By-laws.

         SECTION 4.07 The President. The President shall have general and active
management and control of the business and affairs of the Corporation, subject
to supervision and direction by the Chief Executive Officer and the Board, and
shall see that all orders and resolutions of the Board and orders of the Chief
Executive Officer are carried into effect. The President shall perform all
duties incident to the office of President and all such other duties as may from
time to time be assigned to him by the Chief Executive Officer or these By-laws.


                                       11
<PAGE>   13

         SECTION 4.08 The Chief Operating Officer. The chief operating officer
(the "Chief Operating Officer") shall be generally responsible for the
day-to-day conduct of the Corporation's business, subject to supervision and
direction by the Chief Executive Officer and President, and shall see that all
orders of the Chief Executive Officer and President are carried into effect. The
Chief Operating Officer shall perform all duties incident to the office of Chief
Operating Officer and all such other duties as may from time to time be assigned
to him by the Chief Executive Officer, the President or these By-laws.

         SECTION 4.09 Vice Presidents. Vice Presidents, if any, in order of
their seniority or in any other order determined by the Board, shall generally
assist the President and perform such other duties as the Board or the President
shall prescribe, and in the absence or disability of the President, shall
perform the duties and exercise the powers of the President.

         SECTION 4.10. The Secretary. The Secretary shall, to the extent
practicable, attend all meetings of the Board and all meetings of Stockholders
and shall record all votes and the minutes of all proceedings in a book to be
kept for that purpose, and shall perform the same duties for any committee of
the Board when so requested by such committee. He shall give or cause to be
given notice of all meetings of Stockholders and of the Board, shall perform
such other duties as may be prescribed by the Board, the Chairman or the
President and shall act under the supervision of the Chairman. He shall keep in
safe custody the seal of the Corporation and affix the same to any instrument
that requires that the seal be affixed to it and which shall have been duly
authorized for signature in the name of the Corporation and, when so affixed,
the seal shall be attested by his signature or by the signature of the Chief
Financial Officer of the Corporation (the "Chief Financial Officer") or an
Assistant Secretary of the Corporation. He shall keep in safe custody the
certificate books and stockholder records and such other books and records of
the Corporation as the Board, the Chairman, the Chief Executive Officer or the
President may direct and shall perform all other duties incident to the office
of Secretary and such other duties as from time to time may be assigned to him
by the Board, the Chairman, the Chief Executive Officer or the President.

         SECTION 4.11 Assistant Secretaries. Assistant Secretaries of the
Corporation ("Assistant Secretaries"), if any, in order of their seniority or in
any other order determined by the Board, shall generally assist the Secretary
and perform such other duties as the Board or the Secretary shall prescribe,
and, in the absence or disability of the Secretary, shall perform the duties and
exercise the powers of the Secretary.

         SECTION 4.12 The Chief Financial Officer. The Chief Financial Officer
shall have the care and custody of all the funds of the Corporation and shall
deposit such funds in such banks or other depositories as the Board, or any
officer or officers, or any officer and agent jointly, duly authorized by the
Board, shall, from time to time, direct or approve. He shall disburse the funds
of the Corporation under the supervision and direction of the Board, the Chief
Executive Officer, the Chief Operating Officer and the President. He shall keep
a full and accurate account of all moneys received and paid on account of the
Corporation and shall render a statement of his accounts whenever the Board, the
Chairman, the Chief Executive Officer or the President shall so request. The
Chief Financial Officer shall also be the principal accounting officer of the
Corporation, unless the Board shall assign such duties to another officer. He
shall perform all other necessary actions and duties in connection with the
administration of the financial affairs of the Corporation and shall generally
perform all the duties usually appertaining to the office of treasurer of a
corporation. When required by the Board, he shall give bonds for the faithful
discharge of his duties in such sums and with such sureties as the Board shall
approve.

         SECTION 4.13 Other Officers. The Board may designate and appoint by
resolution such other officers, including without limitation a treasurer,
assistant treasurers and a controller, as they determine to be in the best
interests of the Corporation. The duties and obligations of each such officer
shall be as set forth in the resolution designating and appointing such officer.


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                                    ARTICLE V

                        CHECKS, DRAFTS, NOTES AND PROXIES

         SECTION 5.01. Checks, Drafts and Notes. All checks, drafts and other
orders for the payment of money, notes and other evidences of indebtedness
issued in the name of the Corporation shall be signed by such officer or
officers, agent or agents of the Corporation and in such manner as shall be
determined, from time to time, by resolution of the Board.

         SECTION 5.02. Execution of Proxies. The Chairman, the Chief Executive
Officer or the President, or, in the absence or disability of any of them, any
Vice President, may authorize, from time to time, the execution and issuance of
proxies to vote shares of stock or other securities of other corporations held
of record by the Corporation and the execution of consents to action taken or to
be taken by any such corporation. All such proxies and consents, unless
otherwise authorized by the Board, shall be signed in the name of the
Corporation by the Chairman, the Chief Executive Officer, the President or any
Vice President.

                                   ARTICLE VI

                         SHARES AND TRANSFERS OF SHARES

         SECTION 6.01. Certificates Evidencing Shares. Shares may, but need not
be, represented by certificates in such form or forms as shall be approved by
the Board. Certificates shall be issued in consecutive order and shall be
numbered in the order of their issue, and shall be signed by the Chairman, the
President or any Vice President and by the Secretary or any Assistant Secretary.
Any signature on the certificate may be a facsimile. In the event any such
officer who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to hold such office or to be employed by the
Corporation before such certificate is issued, such certificate may be issued by
the Corporation with the same effect as if such officer had held such office on
the date of issue.

         SECTION 6.02 Stock Ledger. A stock ledger in one or more counterparts
shall be kept by the Secretary or by a registrar duly appointed by the
Corporation, in which shall be recorded the name and address of each person,
firm or corporation owning the Shares evidenced by each certificate evidencing
Shares issued by the Corporation, the number of Shares evidenced by each such
certificate, the date of issuance thereof and, in the case of cancellation, the
date of cancellation. Except as otherwise expressly required by law, the person
in whose name Shares stand on the stock ledger of the Corporation shall be
deemed the owner and recordholder thereof for all purposes.

         SECTION 6.03 Transfers of Shares. Registration of transfers of Shares
shall be made only in the stock ledger of the Corporation upon request of the
registered holder of such shares, of his attorney thereunto authorized by power
of attorney duly executed and filed with the Secretary or with the registrar of
the Corporation, and upon the surrender of the certificate or certificates
evidencing such Shares properly endorsed or accompanied by a stock power duly
executed, together with such proof of the authenticity of signatures as the
Corporation may reasonably require.

         SECTION 6.04 Addresses of Stockholders. Each Stockholder shall
designate to the Secretary an address at which notices of meetings and all other
corporate notices may be served or mailed to such Stockholder, and, if any
Stockholder shall fail to so designate such an address, corporate notices may be
served upon such Stockholder by mail directed to the mailing address, if any, as
the same appears in the stock ledger of the Corporation or at the last known
mailing address of such Stockholder.

         SECTION 6.05 Lost, Destroyed and Mutilated Certificates. Each
recordholder of Shares shall promptly notify the Corporation of any loss,
destruction or mutilation of any certificate or certificates evidencing any
Share or Shares of which he is the recordholder. The Board may, in its
discretion, cause the Corporation or its transfer agent to issue a new
certificate in place of any certificate theretofore issued by it and alleged to
have been mutilated, lost, stolen or


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<PAGE>   15

destroyed, upon the surrender of the mutilated certificate or, in the case of
loss, theft or destruction of the certificate, upon satisfactory proof of such
loss, theft or destruction, and the Board may, in its discretion, require the
recordholder of the Shares evidenced by the lost, stolen or destroyed
certificate or his legal representative to give the Corporation a bond
sufficient to indemnify the Corporation against any claim made against it on
account of the alleged loss, theft or destruction of any such certificate or the
issuance of such new certificate.

         SECTION 6.06. Regulations; Transfer Agent and Registrar. The Board may
make such other rules and regulations as it may deem expedient, not inconsistent
with these By-laws, concerning the issue, transfer and registration of
certificates evidencing Shares including, without limitation, the appointment of
one or more transfer agents and one or more registrars.

         SECTION 6.07. Fixing Date for Determination of Stockholders of Record.
In order that the Corporation may determine the Stockholders entitled to notice
of or to vote at any meeting of Stockholders or any adjournment thereof, or to
express consent to, or to dissent from, corporate action in writing without a
meeting, or entitled to receive payment of any dividend or other distribution or
allotment of any rights, or entitled to exercise any rights in respect of any
change, conversion or exchange of stock, or for the purpose of any other lawful
action, the Board may fix, in advance, a record date, which shall not be more
than 60 nor less than 10 days before the date of such meeting, nor more than 60
days prior to any other such action. A determination of the Stockholders
entitled to notice of or to vote at a meeting of Stockholders shall apply to any
adjournment of such meeting; provided, however, that the Board may fix a new
record date for the adjourned meeting.

                                   ARTICLE VII

                                      SEAL

         SECTION 7.01 Seal. The Board may approve and adopt a corporate seal,
which shall be in the form of a circle and shall bear the full name of the
Corporation, the year of its incorporation and the words "Corporate Seal
Delaware".

                                  ARTICLE VIII

                                   FISCAL YEAR

         SECTION 8.01 Fiscal Year. The fiscal year of the Corporation shall end
on the thirty-first day of December of each year unless changed by resolution of
the Board.

                                   ARTICLE IX

                          INDEMNIFICATION AND INSURANCE

         SECTION 9.01 Indemnification. (a) The Corporation shall indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the Corporation) by reason of the fact that he is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.


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<PAGE>   16

         (b) The Corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the Corporation to procure a judgment in its favor
by reason of the fact that he is or was a director, officer, employee or agent
of the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the Corporation unless and only to the extent that the Court of
Chancery of the State of Delaware or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.

         (c) To the extent that a director, officer, employee or agent of the
Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Section 9.01 (a) and (b) of these
By-laws, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.

         (d) Any indemnification under Section 9.01 (a) and (b) of these By-laws
(unless ordered by a court) shall be made by the Corporation only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in Section 9.01 (a) and (b) of these
By-laws. Such determination shall be made (i) by the Board by a majority vote of
a quorum consisting of directors who were not parties to such action, suit or
proceeding, or (ii) if such a quorum is not obtainable, or, even if obtainable,
a quorum of disinterested directors so directs, by independent legal counsel in
a written opinion, or (iii) by the stockholders of the Corporation.

         (e) Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or investigative
action, suit or proceeding shall be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by
the Corporation pursuant to this Article IX. Such expenses (including attorneys'
fees) incurred by other employees and agents may be so paid upon such terms and
conditions, if any, as the Board deems appropriate.

         (f) The indemnification and advancement of expenses provided by, or
granted pursuant to, other Sections of this Article IX shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any law, by-law, agreement, vote
of stockholders or disinterested directors or otherwise, both as to action in an
official capacity and as to action in another capacity while holding such
office.

         (g) For purposes of this Article IX, references to "the Corporation"
shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, employees or
agents so that any person who is or was a director, officer, employee or agent
of such constituent corporation, or is or was serving at the request of such
constituent corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, shall stand
in the same position under the provisions of this Article IX with respect to the
resulting or surviving corporation as he would have with respect to such
constituent corporation if its separate existence had continued.

         (h) For purposes of this Article IX, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to an employee benefit plan; and
references to "serving at the request of the Corporation" shall include any
service as a director, officer, employee or agent of the Corporation which
imposes duties on, or involves service by, such director, officer, employee or
agent with respect to any employee benefit plan, its participants, or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the


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<PAGE>   17

interest of the participants and beneficiaries of an employee benefit plan shall
be deemed to have acted in a manner "not opposed to the best interests of the
Corporation" as referred to in this Article IX.

         (i) The indemnification and advancement of expenses provided by, or
granted pursuant to, this Article IX shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

         SECTION 9.02. Insurance for Indemnification. The Corporation may
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the Corporation
would have the power to indemnify him against such liability under the
provisions of Section 145 of the General Corporation Law.

                                    ARTICLE X

                                   AMENDMENTS

         SECTION 10.01. Amendments. The Board may adopt, amend or repeal the
Corporation's By-laws unless (a) the Certificate of Incorporation or the General
Corporation Law reserves this power exclusively to the Stockholders in whole or
in part; or (b) the Stockholders in adopting, amending or repealing a particular
By-law expressly provide that the Board may not amend or repeal that By-law. The
Stockholders of the Corporation may adopt, amend or repeal the Corporation's
By-laws even though the By-laws may also be adopted, amended or repealed by its
Board.


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