<PAGE>   1
                                                                     Exhibit 4.3





                         BRISTOL HOTELS & RESORTS, INC.


                          AMENDED AND RESTATED BYLAWS


                            AS ADOPTED AND IN EFFECT


                              AS OF JULY 27, 1998
<PAGE>   2
                         BRISTOL HOTELS & RESORTS, INC.

                                     BYLAWS


                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                              Page
                                                                              ----
<S>                                                                           <C>
STOCKHOLDERS' MEETINGS  . . . . . . . . . . . . . . . . . . . . . . . . . . .  1
       1.     Time and Place of Meetings  . . . . . . . . . . . . . . . . . .  1
       2.     Annual Meeting  . . . . . . . . . . . . . . . . . . . . . . . .  1
       3.     Special Meetings  . . . . . . . . . . . . . . . . . . . . . . .  1
       4.     Notice of Meetings  . . . . . . . . . . . . . . . . . . . . . .  2
       5.     Inspectors  . . . . . . . . . . . . . . . . . . . . . . . . . .  2
       6.     Quorum  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  2
       7.     Voting  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  2
       8.     Order of Business   . . . . . . . . . . . . . . . . . . . . . .  3

DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  4
       9.     Function  . . . . . . . . . . . . . . . . . . . . . . . . . . .  4
       10.    Number and Term of Office   . . . . . . . . . . . . . . . . . .  4
       11.    Vacancies and New Directorships   . . . . . . . . . . . . . . .  4
       12.    Removal   . . . . . . . . . . . . . . . . . . . . . . . . . . .  5
       13.    Nominations of Directors; Election  . . . . . . . . . . . . . .  5
       14.    Resignation   . . . . . . . . . . . . . . . . . . . . . . . . .  6
       15.    Regular Meetings  . . . . . . . . . . . . . . . . . . . . . . .  6
       16.    Special Meetings  . . . . . . . . . . . . . . . . . . . . . . .  6
       17.    Quorum  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  6
       18.    Written Action  . . . . . . . . . . . . . . . . . . . . . . . .  7
       19.    Participation in Meetings by Telephone Conference   . . . . . .  7
       20.    Committees  . . . . . . . . . . . . . . . . . . . . . . . . . .  7
       21.    Compensation  . . . . . . . . . . . . . . . . . . . . . . . . .  8
       22.    Rules   . . . . . . . . . . . . . . . . . . . . . . . . . . . .  8

NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  8
       23.    Generally   . . . . . . . . . . . . . . . . . . . . . . . . . .  8
       24.    Waivers   . . . . . . . . . . . . . . . . . . . . . . . . . . .  8

OFFICERS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  9
       25.    Generally   . . . . . . . . . . . . . . . . . . . . . . . . . .  9
       26.    Compensation  . . . . . . . . . . . . . . . . . . . . . . . . .  9
       27.    Succession  . . . . . . . . . . . . . . . . . . . . . . . . . .  9
       28.    Authority and Duties  . . . . . . . . . . . . . . . . . . . . .  9
</TABLE>





                                       i
<PAGE>   3
<TABLE>
<S>                                                                           <C>
STOCK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  9
       29.    Certificates  . . . . . . . . . . . . . . . . . . . . . . . . .  9
       30.    Classes of Stock  . . . . . . . . . . . . . . . . . . . . . . . 10
       31.    Transfers   . . . . . . . . . . . . . . . . . . . . . . . . . . 10
       32.    Lost, Stolen, or Destroyed Certificates   . . . . . . . . . . . 10
       33.    Record Dates  . . . . . . . . . . . . . . . . . . . . . . . . . 10

INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
       34.    Damages and Expenses  . . . . . . . . . . . . . . . . . . . . . 11
       35.    Insurance, Contracts, and Funding   . . . . . . . . . . . . . . 15

GENERAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
       36.    Fiscal Year   . . . . . . . . . . . . . . . . . . . . . . . . . 15
       37.    Seal  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
       38.    Reliance upon Books, Reports, and Records   . . . . . . . . . . 15
       39.    Time Periods  . . . . . . . . . . . . . . . . . . . . . . . . . 16
       40.    Amendments  . . . . . . . . . . . . . . . . . . . . . . . . . . 16
       41.    Certain Defined Terms   . . . . . . . . . . . . . . . . . . . . 16
</TABLE>





                                       ii
<PAGE>   4
                         BRISTOL HOTELS & RESORTS, INC.

                                     BYLAWS


                             STOCKHOLDERS' MEETINGS

       1.     Time and Place of Meetings.  All meetings of the stockholders for
the election of Directors or for any other purpose will be held at such time
and place, within or without the State of Delaware, as may be designated by the
Board or, in the absence of a designation by the Board, the Chairman, the
President, or a Vice Chairman and stated in the notice of meeting. The Board,
the Chairman, or a Vice Chairman may postpone any previously scheduled annual
or special meeting of the stockholders.

       2.     Annual Meeting.  An annual meeting of the stockholders will be
held at such date and time as may be designated from time to time by the Board,
at which meeting the stockholders will elect, by a plurality vote of the Voting
Stock of the stockholders present in person or represented by proxy, the
Directors to succeed those whose terms expire and will transact such other
business as may properly be brought before the meeting in accordance with Bylaw
8.

       3.     Special Meetings.  (a) Special meetings of the stockholders, for
any purpose or purposes, unless otherwise prescribed by law or by the
Certificate of Incorporation, may be called only by (i) the Chairman or a Vice
Chairman, (ii) the Secretary within 10 calendar days after receipt of the
written request of a majority of the total number of directors that the Company
would have if there were no vacancies (the "Whole Board") or (iii) as otherwise
provided in a Preferred Stock Designation. Any such request by a majority of
the Whole Board must be sent to the Chairman and the Secretary and must state
the purpose or purposes of the proposed meeting. Special meetings of holders of
the outstanding Preferred Stock, if any, may be called in the manner and for
the purposes provided in the applicable Preferred Stock Designation.

       (b)    Upon the receipt by the Company of a written request executed by
the holders of not less than a majority of the outstanding Voting Stock (a
"Meeting Request"), the Board will (i) call a special meeting of the
stockholders for any lawful purpose (which may not, however, include the
election of Directors) and (ii) fix a record date for the determination of
stockholders entitled to notice of and to vote at that meeting, which record
date will not be later than 60 calendar days after the date of receipt by the
Company of the Meeting Notice; provided, however, that no separate special
meeting of stockholders requested pursuant to a Meeting Request will be
required to be convened if (A) the Board calls an annual or special meeting of
stockholders to be held not later than 90 calendar days after receipt of the
Meeting Request, (B) the purposes of the annual or special meeting include
(among any other matters properly brought before the meeting) the purposes
specified in the Meeting Request, and (C) in all events, the Board may defer
taking any action referred to in this Bylaw 3(b) for up to 180 calendar days if
and to the extent that the Board determines in its sole discretion that so
doing is in the best interests of the Company. Notwithstanding any provision of
the Certificate of Incorporation or these Bylaws to the contrary, this Bylaw
3(b) may not be amended or repealed by the Board, and no provision inconsistent
with





                                       1
<PAGE>   5
this Bylaw 3(b) may be adopted by the Board, without the affirmative vote of
the holders of at least 80% of the Voting Stock, voting together as a class.

       4.     Notice of Meetings. Written notice of every meeting of the
stockholders, 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,
will be given not less than 10 nor more than 60 calendar days before the date
of the meeting to each stockholder of record entitled to vote at such meeting,
except as otherwise provided in these Bylaws or by law. When a meeting is
adjourned to another place, date, or time, written notice need not be given of
the adjourned meeting if the place, date, and time thereof are announced at the
meeting at which the adjournment is taken; provided, however, that if the
adjournment is for more than 30 calendar days, or if after the adjournment a
new record date is fixed for the adjourned meeting, written notice of the
place, date, and time of the adjourned meeting must be given in conformity with
this Bylaw 4. At any adjourned meeting, any business may be transacted which
might have been transacted at the original meeting.

       5.     Inspectors.  The Board may appoint one or more inspectors of
election to act as judges of the voting and to determine those entitled to vote
at any meeting of the stockholders, or any adjournment thereof, in advance of
the meeting. The Board may designate one or more persons as alternate
inspectors to replace any inspector who fails to act. If no inspector or
alternate is able to act at a meeting of stockholders, the presiding officer of
the meeting may appoint one or more substitute inspectors.

       6.     Quorum. Except as otherwise provided by law or in a Preferred
Stock Designation, the holders of a majority of the stock issued and
outstanding and entitled to vote at a meeting of stockholders, present in
person or represented by proxy, will constitute a quorum at all meetings of the
stockholders for the transaction of business at a meeting of the stockholders.
If, however, such quorum is not present or represented at any meeting of the
stockholders, the stockholders entitled to vote at that meeting of
stockholders, present in person or represented by proxy, will have the power to
adjourn, without notice other than announcement at the meeting, the meeting
from time to time until a quorum is present or represented.

       7.     Voting.  Except as otherwise provided by law or in a Preferred
Stock Designation, each stockholder will be entitled at every meeting of the
stockholders to one vote for each share of stock having voting power standing
in the name of that stockholder on the books of the Company on the record date
for the meeting and those votes may be cast either in person or by written
proxy. Every proxy must be duly executed and filed with the Secretary. A
stockholder may revoke any proxy that is not irrevocable by attending the
meeting and voting in person or by filing an instrument in writing revoking the
proxy or another duly executed proxy bearing a later date with the Secretary.
The vote upon any question brought before a meeting of the stockholders may be
by voice vote, unless otherwise required by these Bylaws or unless the
presiding officer of the meeting or the holders of a majority of the
outstanding shares of all classes of stock entitled to vote on that question
present in person or by proxy at the meeting otherwise determine. Every vote
taken by written ballot will be counted by the inspectors of election. When a
quorum is present at any meeting, the vote of the holders of a majority of the
stock which has voting power present in person or represented by proxy and
which has actually voted will decide any question





                                       2
<PAGE>   6
properly brought before such meeting, unless the question is one upon which by
express provision of law, the Certificate of Incorporation, a Preferred Stock
Designation, or these Bylaws, a different vote is required, in which case that
express provision will govern and control the decision of such question.

       8.     Order of Business.  (a) The Chairman, or such other officer of
the Company designated by a majority of the Whole Board, will call meetings of
the stockholders to order and will act as presiding officer thereof. Except as
otherwise provided by law or in a Preferred Stock Designation or unless
otherwise determined by the Board prior to the meeting, the presiding officer
of the meeting of the stockholders will also determine the order of business
and have the authority in his or her sole discretion to regulate the conduct of
the meeting, including without limitation by imposing restrictions on the
persons (other than stockholders of the Company or their duly appointed
proxies) who may attend any such stockholders' meeting, by ascertaining whether
any stockholder or the stockholder's proxy may be excluded from any meeting of
the stockholders based upon any determination by the presiding officer, in his
or her sole discretion, that any such person has unduly disrupted or is likely
to disrupt the proceedings at the meeting of the stockholders, and by
determining the circumstances in which any person may make a statement or ask
questions at any meeting of the stockholders.

       (b)    At an annual meeting of the stockholders, only such business will
be conducted or considered as is properly brought before the meeting. To be
properly brought before an annual meeting, business must be (i) specified in
the notice of meeting (or any supplement thereto) given by or at the direction
of the Chairman or a Vice Chairman or the Board in accordance with Bylaw 4,
(ii) otherwise properly brought before the meeting by the presiding officer or
by or at the direction of a majority of the Whole Board, or (iii) otherwise
properly requested to be brought before the meeting by a stockholder of the
Company in accordance with Bylaw 8(c).

       (c)    For business to be properly requested by a stockholder to be
brought before an annual meeting, the stockholder must (i) be a stockholder of
the Company of record at the time of the giving of the notice for such annual
meeting provided for in these Bylaws, (ii) be entitled to vote at such meeting,
and (iii) have given timely notice thereof in writing to the Secretary. To be
timely, a stockholder's notice must be delivered to or mailed and received at
the principal executive offices of the Company not less than 60 calendar days
prior to the annual meeting; provided, however, that in the event public
announcement of the date of the annual meeting is not made at least 75 calendar
days prior to the date of the annual meeting, notice by the stockholder to be
timely must be so received not later than the close of business on the 10th
calendar day following the day on which public announcement is first made of
the date of the annual meeting. A stockholder's notice to the Secretary must
set forth as to each matter the stockholder proposes to bring before the annual
meeting (A) a description in reasonable detail of the business desired to be
brought before the annual meeting and the reasons for conducting such business
at the annual meeting, (B) the name and address, as they appear on the
Company's books, of the stockholder proposing such business and the beneficial
owner, if any, on whose behalf the proposal is made, (C) the class and number
of shares of the Company that are owned beneficially and of record by the
stockholder proposing such business and by the beneficial owner, if any, on
whose behalf the proposal is made, and (D) any material interest of such
stockholder proposing such business and





                                       3
<PAGE>   7
the beneficial owner, if any, on whose behalf the proposal is made in such
business. Notwithstanding the foregoing provisions of this Bylaw 8(c), a
stockholder must also comply with all applicable requirements of the Securities
Exchange Act of 1934, as amended, and the rules and regulations thereunder with
respect to the matters set forth in this Bylaw 8(c). For purposes of this Bylaw
8(c) and Bylaw 13, "public announcement" means disclosure in a press release
reported by the Dow Jones News Service, Associated Press, or comparable
national news service or otherwise published by the Company in substantial
conformity with its ordinary practice in a document publicly filed by the
Company with the Securities and Exchange Commission pursuant to Section 13, 14,
or 15(d) of the Exchange Act, or furnished to stockholders. Nothing in this
Bylaw 8(c) will be deemed to affect any rights of stockholders to request
inclusion of proposals in the Company's proxy statement pursuant to Rule 14a-8
under the Exchange Act.

       (d)    At a special meeting of stockholders, only such business may be
conducted or considered as is properly brought before the meeting. To be
properly brought before a special meeting, business must be (i) specified in
the notice of the meeting (or any supplement thereto) given by or at the
direction of the Chairman or a Vice Chairman or a majority of the Whole Board
in accordance with Bylaw 4 or (ii) otherwise properly brought before the
meeting by the presiding officer or by or at the direction of a majority of the
Whole Board.

       (e)    The determination of whether any business sought to be brought
before any annual or special meeting of the stockholders is properly brought
before such meeting in accordance with this Bylaw 8 will be made by the
presiding officer of such meeting. If the presiding officer determines that any
business is not properly brought before such meeting, he or she will so declare
to the meeting and any such business will not be conducted or considered.

                                   DIRECTORS

       9.     Function.  The business and affairs of the Company will be
managed under the direction of the Board.

       10.    Number and Term of Office.  Subject to the rights, if any, of any
series of Preferred Stock to elect additional Directors under circumstances
specified in a Preferred Stock Designation and to the minimum and maximum
number of authorized Directors provided in the Certificate of Incorporation,
the authorized number of Directors may be determined from time to time by (i) a
vote of a majority of the Whole Board or (ii) by the affirmative vote of the
holders of at least 80% of the Voting Stock, voting together as a single class.
The Directors, other than those who may be elected by the holders of any series
of the Preferred Stock, will be classified with respect to the time for which
they severally hold office in accordance with the Certificate of Incorporation.

       11.    Vacancies and New Directorships.  Subject to the rights, if any,
of (a) the holders of any series of Preferred Stock under a Preferred Stock
Designation or (b) any party to the Stockholders Agreement dated _________,
1998 (the "Stockholders Agreement") among the Corporation, Bass plc, Bass
America, Inc., Holiday Corporation and United/Harvey Holdings, L.P. to elect
additional Directors, and newly created directorships resulting from any
increase in





                                       4
<PAGE>   8
the authorized number of Directors and any vacancies on the Board resulting
from death, resignation, disqualification, removal, or other cause will be
filled solely by the affirmative vote of a majority of the remaining Directors
then in office, even though less than a quorum of the Board, by a sole
remaining Director, or, if there is no remaining Director, by the stockholders.
Any Director elected in accordance with the preceding sentence will hold office
for the remainder of the full term of the class of Directors in which the new
directorship was created or the vacancy occurred and until such Director's
successor has been elected and qualified. No decrease in the number of
Directors constituting the Board may shorten the term of any incumbent
Director.

       12.    Removal.  Subject to the rights, if any, of the holders of any
series of Preferred Stock or of any party to the Stockholders Agreement to
elect additional Directors under circumstances specified in a Preferred Stock
Designation or the Stockholders Agreement, any Director may be removed from
office (a) by the Board with or without cause and upon the vote of a majority
of the Whole Board and (b) by the stockholders only for cause and only in the
manner provided in the Certificate of Incorporation.

       13.    Nominations of Directors; Election.  Subject to the rights, if
any, of the holders of any series of Preferred Stock or of any party to the
Stockholders Agreement to elect additional Directors under circumstances
specified in a Preferred Stock Designation or the Stockholders Agreement, only
persons who are nominated in accordance with the following procedures will be
eligible for election at a meeting of stockholders as Directors of the Company.

       (a)    Nominations of persons for election as Directors of the Company
may be made only at an annual meeting of stockholders (i) by or at the
direction of the Board or (ii) by any stockholder who is a stockholder of
record at the time of giving of notice provided for in this Bylaw 13, who is
entitled to vote for the election of Directors at such meeting, and who
complies with the procedures set forth in this Bylaw 13. All nominations by
stockholders must be made pursuant to timely notice in proper written form to
the Secretary.

       (b)    To be timely, a stockholder's notice must be delivered to or
mailed and received at the principal executive offices of the Company not less
than 60 calendar days prior to the annual meeting of stockholders; provided,
however, that in the event that public announcement of the date of the annual
meeting is not made by the Company by inclusion in a report filed with the
Securities and Exchange Commission or furnished to stockholders, or by mail,
press release or otherwise more than 75 calendar days prior to the date of the
annual meeting, notice by the stockholder to be timely must be so received not
later than the close of business on the 10th calendar day following the day on
which public announcement is first made of the date of the annual meeting. To
be in proper written form, such stockholder's notice must set forth or include
(i) the name and address, as they appear on the Company's books, of the
stockholder giving the notice and of the beneficial owner, if any, on whose
behalf the nomination is made; (ii) a representation that the stockholder
giving the notice is a holder of record of stock of the Company entitled to
vote at such annual meeting and intends to appear in person or by proxy at the
annual meeting to nominate the person or persons specified in the notice; (iii)
the class and number of shares of stock of the Company owned beneficially and
of record by the stockholder giving the notice and by the beneficial owner, if
any, on whose behalf the nomination is made; (iv)





                                       5
<PAGE>   9
a description of all arrangements or understandings between or among any of (A)
the stockholder giving the notice, (B) the beneficial owner on whose behalf the
notice is given, (C) each nominee, and (D) any other person or persons (naming
such person or persons) pursuant to which the nomination or nominations are to
be made by the stockholder giving the notice; (v) such other information
regarding each nominee proposed by the stockholder giving the notice as would
be required to be included in a proxy statement filed pursuant to the proxy
rules of the Securities and Exchange Commission under the Exchange Act had the
nominee been nominated, or intended to be nominated, by the Board; and (vi) the
signed consent of each nominee to serve as a director of the Company if so
elected. At the request of the Board, any person nominated by the Board for
election as a Director must furnish to the Secretary that information required
to be set forth in a stockholder's notice of nomination which pertains to the
nominee. The presiding officer of any annual meeting will, if the facts
warrant, determine that a nomination was not made in accordance with the
procedures prescribed by this Bylaw 13, and if he or she should so determine,
he or she will so declare to the meeting and the defective nomination will be
disregarded. Notwithstanding the foregoing provisions of this Bylaw 13, a
stockholder must also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to the matters set
forth in this Bylaw 13.

       14.    Resignation.  Any Director may resign at any time by giving
written notice of his resignation to the Chairman or the Secretary. Any
resignation will be effective upon actual receipt by any such person or, if
later, as of the date and time specified in such written notice.

       15.    Regular Meetings.  Regular meetings of the Board may be held
immediately before or after the annual meeting of the stockholders and at such
other time and place as may from time to time be determined by the Board. Prior
written notice of regular meetings of the Board must be given not less than 24
hours prior to such meeting by U.S. mail, overnight courier telegram, telex,
facsimile or similar medium.

       16.    Special Meetings.  Special meetings of the Board may be called by
the Chairman or a Vice Chairman on one day's notice to each Director by whom
such notice is not waived, given either personally or by mail, telephone,
telegram, telex, facsimile, or similar medium of communication, and will be
called by the Chairman or the Vice Chairman in like manner and on like notice
on the written request of five or more Directors. Special meetings of the Board
may be held at such time and place either within or without the State of
Delaware as is determined by the Board or specified in the notice of any such
meeting.

       17.    Quorum.  At all meetings of the Board, a majority of the total
number of Directors then in office will constitute a quorum for the transaction
of business. Except for the designation of committees as provided in Bylaw 20
and except for actions required by these Bylaws or the Certificate of
Incorporation to be taken by a majority of the Whole Board, the act of a
majority of the Directors present at any meeting at which there is a quorum
will be the act of the Board. If a quorum is not present at any meeting of the
Board, the Directors present at the meeting may adjourn the meeting from time
to time to another place, time, or date, without notice other than announcement
at the meeting, until a quorum is present.





                                       6
<PAGE>   10
       18.    Written Action.  Any action required or permitted to be taken at
any meeting of the Board or of any committee of the Board 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 or
proceedings of the Board or committee.

       19.    Participation in Meetings by Telephone Conference.  Members of
the Board, or any committee designated by the Board, may participate in a
meeting of the Board, or any such committee, by means of telephone conference
or similar means by which all persons participating in the meeting can hear
each other, and such participation in a meeting will constitute presence in
person at the meeting.

       20.    Committees.  (a) The Board, by resolution passed by a majority of
the Whole Board, may designate an executive committee (the "Executive
Committee") of not less than two and not more than four members of the Board,
one of whom will be the Chairman. In the event of the inability of the Chairman
to attend any meeting thereof, a Vice Chairman, in order of seniority if there
be more than one Vice Chairman, may take the place at such meeting of the
Chairman. The Executive Committee will have and may exercise the powers of the
Board, except the power to amend these Bylaws or the Certificate of
Incorporation (except, to the extent authorized by a resolution of the Board,
to fix the designation, preferences, and other terms of any series of Preferred
Stock), adopt an agreement of merger or consolidation other than with an entity
of which all of its equity interests are held by the Company, authorize the
issuance of stock, declare a dividend, or recommend to the stockholders the
sale, lease, or exchange of all or substantially all of the Company's property
and assets, a dissolution of the Company, or a revocation of a dissolution, and
except as otherwise provided by law. Two-thirds of the members of the Executive
Committee will constitute a quorum for the transaction of business, and the act
of two-thirds of the members of the Executive Committee (which must include the
affirmative vote of the Chairman or, in the absence of the Chairman, a Vice
Chairman) will constitute the act of such committee.

       (b)    The Board, by resolution passed by a majority of the Board, may
designate one or more additional committees, each such committee to consist of
one or more Directors and each to have such lawfully delegable powers and
duties as the Board may confer.

       (c)    The Executive Committee and each other committee of the Board
will serve at the pleasure of the Board or as may be specified in any
resolution from time to time adopted by the Board. 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 the committee. In lieu of such
action by the Board, in the absence or disqualification of any member of a
committee of the Board, the members thereof present at any meeting of the
committee and not disqualified from voting, whether or not they constitute a
quorum, may, by unanimous action, appoint another member of the Board to act at
the meeting in the place of any absent or disqualified member.

       (d)    Except as otherwise provided in these Bylaws or by law, any
committee of the Board, to the extent provided in Bylaw 20(a) or, if
applicable, in the resolution of the Board designating a committee, will have
and may exercise all the powers and authority of the Board in





                                       7
<PAGE>   11
the direction of the management of the business and affairs of the Company. Any
committee designated by the Board will have such name as may be determined from
time to time by resolution adopted by the Board. Except as provided in Bylaw
20(a) or as otherwise prescribed by the Board, a majority of the members of any
committee of the Board will constitute a quorum for the transaction of
business, and the act of a majority of the members will be the act of the
committee. Each committee of the Board may prescribe its own rules for calling
and holding meetings and its method of procedure, subject to any rules
prescribed by the Board, and will keep a written record of all actions taken by
it.

       (e)    A majority of the members of each of the Executive Committee and
all of the members of any committee the primary responsibilities of which
include reviewing the professional services to be provided by the Company's
independent auditors and the independence of such firm from the Company's
management, reviewing financial statements with management or independent
auditors, and/or reviewing internal accounting controls will be directors who
are not employees of the Company. Notwithstanding any provision of the
Certificate of Incorporation or these Bylaws to the contrary, this Bylaw 20(e)
may not be amended or repealed by the Board, and no provision inconsistent
therewith may be adopted by the Board, without the affirmative vote of the
holders of at least a majority of the Voting Stock present or represented by
proxy and entitled to vote at any annual or special meeting of stockholders at
which such vote is to be taken.

       21.    Compensation.  The Board may establish such compensation for, and
reimbursement of the expenses of, Directors for membership on the Board and on
committees of the Board, attendance at meetings of the Board or committees of
the Board, or for other services by Directors to the Company or any of its
majority-owned subsidiaries, as the Board may determine.

       22.    Rules.  The Board may adopt rules and regulations for the conduct
of its meetings and the management of the affairs of the Company.

                                    NOTICES

       23.    Generally.  Whenever by law or under the provisions of the
Certificate of Incorporation or these Bylaws, notice is required to be given to
any Director or stockholder, it will not be construed to require personal
notice, but such notice may be given in writing, by mail, addressed to such
Director or stockholder, at his, her, or its address as it appears on the
records of the Company, with postage thereon prepaid, and such notice will be
deemed to be given at the time when the same is deposited in the United States
mail. Notice to Directors may also be given by telephone, telegram, telex,
facsimile, or similar medium of communication or as may otherwise be permitted
by these Bylaws.

       24.    Waivers.  Whenever any notice is required to be given by law or
under the provisions of the Certificate of Incorporation or these Bylaws, a
waiver thereof in writing, signed by the person or persons entitled to such
notice, whether before or after the time of the event for which notice is to be
given, will be deemed equivalent to such notice. Attendance of a person at a
meeting will constitute a waiver of notice of such meeting, except when the
person attends a





                                       8
<PAGE>   12
meeting for the express purpose of objecting, at the beginning of the meeting,
to the transaction of any business because the meeting is not lawfully called
or convened.

                                    OFFICERS

       25.    Generally.  The officers of the Company will be elected by the
Board and will consist of a Chairman, a Chief Executive Officer, a Chief
Operating Officer, a President, a Secretary, and a Treasurer. The Board may
also choose any one or more Vice Chairmen, Vice Presidents, Assistant Vice
President's, Assistant Secretaries, Assistant Treasurers and any such other
officers as the Board may from time to time determine. Notwithstanding the
foregoing, by specific action, the Board may authorize the Chairman, President
or a Vice Chairman to appoint any person to any office other than Chairman,
Vice Chairman, Chief Executive Officer, President, Secretary, or Treasurer. Any
number of offices may be held by the same person. Any of the offices may be
left vacant from time to time as the Board may determine. In the case of the
absence or disability of any officer of the Company or for any other reason
deemed sufficient by a majority of the Board, the Board may delegate the absent
or disabled officer's powers or duties to any other officer or to any Director.

       26.    Compensation.  The compensation of all officers and agents of the
Company who are also Directors of the Company will be fixed by the Board or by
a committee of the Board. The Board may fix, or delegate the power to fix, the
compensation of other officers and agents of the Company to an officer of the
Company.

       27.    Succession.  The officers of the Company will hold office until
their successors are elected and qualified. Any officer may be removed at any
time (a) by the affirmative vote of a majority of the Whole Board or (b) with
respect to any officer other than the Chairman, the President, the Chief
Executive Officer or the Chief Operating Officer, by the President or the Chief
Executive Officer. Any vacancy occurring in any office of the Company may be
filled by the Board as provided in Bylaw 25.

       28.    Authority and Duties.  Each of the officers of the Company will
have such authority and will perform such duties as are customarily incident to
their respective offices or as may be specified from time to time by the Board
or by the Chairman or any Vice Chairman as provided in these Bylaws.

                                     STOCK

       29.    Certificates.  Certificates representing shares of stock of the
Company will be in such form as is determined by the Board or an authorized
committee thereof, subject to applicable legal requirements. Each certificate
will be numbered and its issuance recorded in the books of the Company, and
each certificate will exhibit the holder's name and the number of shares and
will be signed by, or in the name of, the Company by the Chairman, the
President or a Vice President and by the Secretary or an Assistant Secretary or
the Treasurer or an Assistant Treasurer, and will also be signed by, or bear
the facsimile signature of, any properly designated transfer agent of the
Company. Any or all of the signatures and the seal of the Company, if any, upon
the certificates





                                       9
<PAGE>   13
may be facsimiles, engraved, or printed. The certificates may be issued and
delivered notwithstanding that the person whose facsimile signature appears
thereon may have ceased to be an officer at the time certificates are issued
and delivered.

       30.    Classes of Stock.  The designations, preferences, and relative
participating, optional, or other special rights of the various classes of
stock or series thereof, and the qualifications, limitations, or restrictions
thereof, will be set forth in full or summarized on the face or back of the
certificates which the Company issues to represent its stock or, in lieu
thereof, such certificates will set forth the office of the Company from which
the holders of certificates may obtain a copy of such information.

       31.    Transfers.  Upon surrender to the Company or the transfer agent
of the Company of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment, or authority to transfer, it will be
the duty of the Company to issue, or cause its transfer agent to issue, a new
certificate to the person entitled thereto, cancel the old certificate, and
record the transaction upon its books.

       32.    Lost, Stolen, or Destroyed Certificates.  The Secretary may
direct a new certificate or certificates to be issued in place of any
certificate or certificates previously issued by the Company alleged to have
been lost, stolen, or destroyed upon the making of an affidavit of that fact,
satisfactory to the Secretary, by the person claiming the certificate of stock
to be lost, stolen, or destroyed. As a condition precedent to the issuance of a
new certificate or certificates, the Secretary may require the owners of such
lost, stolen, or destroyed certificate or certificates to give the Company a
bond in such sum and with such surety or sureties as the Secretary may direct
as indemnity against any claims that may be made against the Company with
respect to the certificate alleged to have been lost, stolen, or destroyed or
the issuance of the new certificate.

       33.    Record Dates.  (a) In order that the Company may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, the Board may fix a record date, which will not be
more than 60 nor less than 10 calendar days before the date of such meeting. If
no record date is fixed by the Board, the record date for determining
stockholders entitled to notice of or to vote at a meeting of stockholders will
be at the close of business on the calendar day next preceding the day on which
notice is given, or, if notice is waived, at the close of business on the
calendar 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 the stockholders will apply to any adjournment of the meeting;
provided, however, that the Board may fix a new record date for the adjourned
meeting.

       (b)    In order that the Company may determine the stockholders entitled
to receive payment of any dividend or other distribution or allotment of any
rights or the stockholders entitled to exercise any rights in respect of any
change, conversion, or exchange of stock, or for the purpose of any other
lawful action, the Board may fix a record date, which record date will not be
more than 60 calendar days prior to such action. If no record date is fixed,
the record date for determining stockholders for any such purpose will be at
the close of business on the calendar day on which the Board adopts the
resolution relating thereto.





                                       10
<PAGE>   14
       (c)    The Company will be entitled to treat the person in whose name
any share of its stock is registered as the owner thereof for all purposes, and
will not be bound to recognize any equitable or other claim to, or interest in,
such share on the part of any other person, whether or not the Company has
notice thereof, except as expressly provided by applicable law.

                                INDEMNIFICATION

       34.    Damages and Expenses.  (a) Without limiting the generality or
effect of Article Ninth of the Certificate of Incorporation, the Company will
to the fullest extent permitted by applicable law as then in effect indemnify
any person (an "Indemnitee") 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 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 Company to procure a judgment in its favor) (a "Proceeding") by
reason of the fact that such person is or was or had agreed to be a Director,
officer, employee, trustee, or agent of the Company, or is or was serving at
the request of the Board or an officer of the Company as a director, officer,
employee, trustee, or agent of another corporation, partnership, joint venture,
trust, employee benefit plan, or other entity, whether or not for profit
(including the heirs, executors, administrators, or estate of such person), or
anything done or not done by such person in any such capacity, 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. Such indemnification will be a contract right and will include
the right to receive payment in advance of any expenses incurred by an
Indemnitee in connection with such Proceeding, consistent with the provisions
of applicable law as then in effect.

       (b)    The right of indemnification provided in this Bylaw 34 will not
be exclusive of any other rights to which any person seeking indemnification
may otherwise be entitled, and will be applicable to Proceedings commenced or
continuing after the adoption of this Bylaw 34, whether arising from acts or
omissions occurring before or after such adoption.

       (c)    In furtherance, but not in limitation of the foregoing
provisions, the following procedures, presumptions, and remedies will apply
with respect to advancement of expenses and the right to indemnification under
this Bylaw 34:

              (i)    All reasonable expenses incurred by or on behalf of an
       Indemnitee in connection with any Proceeding will be advanced to the
       Indemnitee by the Company within 30 calendar days after the receipt by
       the Company of a statement or statements from the Indemnitee requesting
       an advance or advances from time to time, whether prior to or after
       final disposition of such Proceeding. Such statement or statements will
       reasonably evidence the expenses incurred by the Indemnitee and, if and
       to the extent required by law at the time of such advance, will include
       or be accompanied by an undertaking by or on behalf of the Indemnitee to
       repay such amounts advanced as to which it may ultimately be determined
       that the Indemnitee is not entitled. If such an undertaking is required
       by law at the time of an advance, no security will be required for





                                       11
<PAGE>   15
       the undertaking and the undertaking will be accepted without reference
       to the recipient's financial ability to make repayment.

              (ii)   To obtain indemnification under this Bylaw 34, the
       Indemnitee will submit to the Secretary a written request, including
       such documentation supporting the claim as is reasonably available to
       the Indemnitee and is reasonably necessary to determine whether and to
       what extent the Indemnitee is entitled to indemnification (the
       "Supporting Documentation"). The determination of the Indemnitee's
       entitlement to indemnification will be made not less than 60 calendar
       days after receipt by the Company of the written request for
       indemnification together with the Supporting Documentation. The
       Secretary within 10 days after receipt of such a request for
       indemnification advise the Board in writing that the Indemnitee has
       requested indemnification. The Indemnitee's entitlement to
       indemnification under this Bylaw 34 will be determined in one of the
       following ways: (A) by a majority vote of the Disinterested Directors
       (as hereinafter defined), if they constitute a quorum of the Board, or,
       in the case of an Indemnitee that is not a present or former officer of
       the Company, by any committee of the Board or committee of officers or
       agents of the Company designated for such purpose by a majority of the
       Board of Directors; (B) by a written opinion of Independent Counsel (as
       hereinafter defined) if (1) a Change of Control (as hereinafter defined)
       has occurred and the Indemnitee so requests or (2) in the case of an
       Indemnitee who is a present or former officer of the Company, a quorum
       of the Board consisting of Disinterested Directors is not obtainable or,
       even if obtainable, a majority of such Disinterested Directors so
       directs; (C) by the stockholders (but only if a majority of the
       Disinterested Directors, if they constitute a quorum of the Board,
       presents the issue of entitlement to indemnification to the stockholders
       for their determination); or (D) as provided in subparagraph (iii)
       below. If the determination of entitlement to indemnification is to be
       made by Independent Counsel pursuant to clause (B) above, a majority of
       the Disinterested Directors will select the Independent Counsel, but
       only an Independent Counsel to which the Indemnitee does not reasonably
       object; provided, however, that if a Change of Control has occurred, the
       Indemnitee will select such Independent Counsel, but only an Independent
       Counsel to which the Board does not reasonably object.

              (iii)  Except as otherwise expressly provided in this Bylaw 34,
       the Indemnitee will be presumed to be entitled to indemnification under
       this Bylaw 34 upon submission of a request for indemnification together
       with the Supporting Documentation in accordance with subparagraph
       (c)(ii) above, and thereafter the Company will have the burden of proof
       to overcome that presumption in reaching a contrary determination. In
       any event, if the person or persons empowered under subparagraph (c)(ii)
       to determine entitlement to indemnification have not been appointed or
       have not made a determination within 60 calendar days after receipt by
       the Company of the request therefor together with the Supporting
       Documentation, the Indemnitee will be deemed to be entitled to
       indemnification and the Indemnitee will be entitled to such
       indemnification 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. The termination of any Proceeding described in Bylaw 34(a), or
       of any





                                       12
<PAGE>   16
       claim, issue, or matter therein, by judgment, order, settlement, or
       conviction, or upon a plea of nolo contendere or its equivalent, will
       not, of itself, adversely affect the right of the Indemnitee to
       indemnification or create a presumption that the Indemnitee did not act
       in good faith and in a manner which the Indemnitee reasonably believed
       to be in or not opposed to the best interests of the Company or, with
       respect to any criminal Proceeding, that the Indemnitee had reasonable
       cause to believe that his or her conduct was unlawful.

              (iv)   (A)    In the event that a determination is made pursuant
       to subparagraph (c)(ii) that the Indemnitee is not entitled to
       indemnification under this Bylaw 34, (1) the Indemnitee will be entitled
       to seek an adjudication of his entitlement to such indemnification
       either, at the 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, (2) any such judicial
       proceeding or arbitration will be de novo and the Indemnitee will not be
       prejudiced by reason of such adverse determination, and (3) in any such
       judicial proceeding or arbitration the Company will have the burden of
       proving that the Indemnitee is not entitled to indemnification under
       this Bylaw 34.

                     (B)    If a determination is made or deemed to have been
       made, pursuant to subparagraph (c)(ii) or (iii) of this Bylaw 34 that
       the Indemnitee is entitled to indemnification, the Company will be
       obligated to pay the amounts constituting such indemnification within
       five business days after such determination has been made or deemed to
       have been made and will be conclusively bound by such determination
       unless (1) the Indemnitee misrepresented or failed to disclose a
       material fact in making the request for indemnification or in the
       Supporting Documentation or (2) such indemnification is prohibited by
       law. In the event that advancement of expenses is not timely made
       pursuant to subparagraph (c)(i) of this Bylaw 34 or payment of
       indemnification is not made within five business days after a
       determination of entitlement to indemnification has been made or deemed
       to have been made pursuant to subparagraph (c)(ii) or (iii) of this
       Bylaw 34, the Indemnitee will be entitled to seek judicial enforcement
       of the Company's obligation to pay to the Indemnitee such advancement of
       expenses or indemnification. Notwithstanding the foregoing, the Company
       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
       any event described in subclause (1) or (2) of this clause (B) (a
       "Disqualifying Event"); provided, however, that in any such action the
       Company will have the burden of proving the occurrence of such
       Disqualifying Event.

                     (C)    The Company will be precluded from asserting in any
       judicial proceeding or arbitration commenced pursuant to the provisions
       of this subparagraph (c)(iv) that the procedures and presumptions of
       this Bylaw 34 are not valid, binding, and enforceable and will stipulate
       in any such court or before any such arbitrator that the Company is
       bound by all the provisions of this Bylaw 34.





                                       13
<PAGE>   17
                     (D)    In the event that the Indemnitee, pursuant to the
       provisions of this subparagraph (c)(iv), 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 Bylaw 34, the Indemnitee will be
       entitled to recover from the Company, and will be indemnified by the
       Company against, any expenses actually and reasonably incurred by the
       Indemnitee if the Indemnitee prevails in such judicial adjudication or
       arbitration. If it is determined in such judicial adjudication or
       arbitration that the Indemnitee is entitled to receive part but not all
       of the indemnification or advancement of expenses sought, the expenses
       incurred by the Indemnitee in connection with such judicial adjudication
       or arbitration will be prorated accordingly.

              (v)    For purposes of this paragraph (c):

                     (A)    "Change in Control" means the occurrence of any of
       the following events:

                            (1)    The Company is merged, consolidated, or
              reorganized into or with another corporation or other legal
              entity, and as a result of such merger, consolidation, or
              reorganization less than a majority of the combined voting power
              of the then-outstanding securities of such corporation or entity
              immediately after such transaction are held in the aggregate by
              the holders of the Voting Stock immediately prior to such
              transaction;

                            (2)    The Company sells or otherwise transfers all
              or substantially all of its assets to another corporation or
              other legal entity and, as a result of such sale or transfer,
              less than a majority of the combined voting power of the then-
              outstanding securities of such other corporation or entity
              immediately after such sale or transfer is held in the aggregate
              by the holders of Voting Stock of the Company immediately prior
              to such sale or transfer;

                            (3)    If, during any period of two consecutive
              years, individuals who at the beginning of any such period
              constitute the Directors cease for any reason to constitute at
              least a majority thereof; provided, however, that for purposes of
              this clause (3) each Director who is first elected, or first
              nominated for election by the Company's stockholders by a vote of
              at least two-thirds of the Directors (or a committee of the
              Directors), then still in office who were Directors at the
              beginning of any such period will be deemed to have been a
              Director at the beginning of such period.

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

                     (C)    "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 (1) the





                                       14
<PAGE>   18
       Company or the Indemnitee in any matter material to either such party or
       (2) any other party to the Proceeding giving rise to a claim for
       indemnification under this Bylaw 34. Notwithstanding the foregoing, the
       term "Independent Counsel" will not include any person who, under the
       applicable standards of professional conduct then prevailing under the
       law of the State of Delaware, would be precluded from representing
       either the Company or the Indemnitee in an action to determine the
       Indemnitee's rights under this Bylaw 34.

       (d)    If any provision or provisions of this Bylaw 34 are held to be
invalid, illegal, or unenforceable for any reason whatsoever: (i) the validity,
legality, and enforceability of the remaining provisions of this Bylaw 34
(including without limitation all portions of any paragraph of this Bylaw 34
containing any such provision held to be invalid, illegal, or unenforceable,
that are not themselves invalid, illegal, or unenforceable) will not in any way
be affected or impaired thereby and (ii) to the fullest extent possible, the
provisions of this Bylaw 34 (including without limitation all portions of any
paragraph of this Bylaw 34 containing any such provision held to be invalid,
illegal, or unenforceable, that are not themselves invalid, illegal, or
unenforceable) will be construed so as to give effect to the intent manifested
by the provision held invalid, illegal, or unenforceable.

       35.    Insurance, Contracts, and Funding.  The Company may purchase and
maintain insurance to protect itself and any Indemnitee against any expenses,
judgments, fines, and amounts paid in settlement or incurred by any Indemnitee
in connection with any Proceeding referred to in Bylaw 34 or otherwise, to the
fullest extent permitted by applicable law as then in effect. The Company may
enter into contracts with any person entitled to indemnification under Bylaw 34
or otherwise, 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 Bylaw 34. Notwithstanding anything to the contrary contained in
Bylaw 34, in the event that the Company enters into a contract with any person
providing for indemnification of such person, the provisions of such contract
will exclusively govern the Company's obligations in respect of indemnification
for or advancement of fees or disbursements of such person's counsel or any
other professional engaged by such person.

                                    GENERAL

       36.    Fiscal Year.  The fiscal year of the Company will be fixed from
time to time by the Board.

       37.    Seal.  The Board may adopt a corporate seal and use the same by
causing it or a facsimile thereof to be impressed or affixed or reproduced or
otherwise.

       38.    Reliance upon Books, Reports, and Records.  Each Director, each
member of a committee designated by the Board, and each officer of the Company
will, in the performance of his or her duties, be fully protected in relying in
good faith upon the records of the Company and upon such information, opinions,
reports, or statements presented to the Company by any of the Company's
officers or employees, or committees of the Board, or by any other person or
entity as





                                       15
<PAGE>   19
to matters the Director, committee member, or officer believes are within such
other person's professional or expert competence and who has been selected with
reasonable care by or on behalf of the Company.

       39.    Time Periods.  In applying any provision of these Bylaws that
requires that an act be done or not be done a specified number of days prior to
an event or that an act be done during a period of a specified number of days
prior to an event, calendar days will be used unless otherwise specified, the
day of the doing of the act will be excluded and the day of the event will be
included.

       40.    Amendments.  Except as otherwise provided by law or by the
Certificate of Incorporation or these Bylaws, these Bylaws or any of them may
be amended in any respect or repealed at any time, either (a) at any meeting of
stockholders, provided that any amendment or supplement proposed to be acted
upon at any such meeting has been described or referred to in the notice of
such meeting, or (b) at any meeting of the Board, provided that no amendment
adopted by the Board may vary or conflict with any amendment adopted by the
stockholders.

       41.    Certain Defined Terms.  Terms used herein with initial capital
letters that are defined in the Certificate of Incorporation are used herein as
so defined.





                                       16