<PAGE>   1
                                    RESTATED
                                     BY-LAWS
                                       OF
                        TRANSWORLD HOME HEALTHCARE, INC.




                                    ARTICLE 1

                                  STOCKHOLDERS

         Section 1.1 Annual Meeting. The Annual Meeting of Stockholders for the
election of directors and the transaction of such other business as may properly
come before it shall be held within one hundred twenty (120) days after the
close of the immediately preceding fiscal year of the Corporation, or such other
date, and at such time and place, within or without the State of New York, as
shall be determined by resolution of the Board of Directors. If the day fixed
for the annual meeting is a legal holiday, such meeting shall be held on the
next succeeding business day.

         Section 1.2 Special Meetings. Special meetings of stockholders may be
called by the Board of Directors or the Chief Executive Officer, if any, and
shall be called by the Chief Executive Officer or the Secretary at the request
in writing, stating the purpose or purposes thereof, of holders of at least ten
percent of the voting power of the shares of capital stock of the Corporation
issued and outstanding and entitled to vote thereat. Special meetings of
stockholders may be held at such time and at such places, within or without the
State of New York, as may be determined by resolution of the Board of Directors
or as may be specified in the call of any meeting.

         Section 1.3 Notice of Meetings and Adjourned Meetings. Written notice
of every meeting of stockholders stating the place, date, time and purposes
thereof, shall, except when otherwise required by the Certificate of
Incorporation or the laws of the State of New York, be mailed at least ten but
not more than fifty days prior to the meeting to each stockholder of record
entitled to vote thereat. Any meeting at which a quorum of stockholders is
present, in person or by proxy, may adjourn from time to time without notice,
other than announcement at such meeting, until its business is completed. At the
adjourned meeting, the Corporation may transact any business which might have
been transacted at the original meeting. If the adjournment is for more than
thirty days, or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.

         Section 1.4 Quorum. Except as otherwise provided by law or the
Certificate of Incorporation, a quorum shall be deemed to be present at any
meeting of stockholders or purposes of any given matter to be voted upon at such
meeting if such meeting shall be attended
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by persons entitled (either personally or by proxy) to vote stock representing a
majority of the potential voting power (as defined in Section 1.8) with respect
to such matter. If at any meeting a quorum is not present for purposes of any
given matter to be voted upon at such meeting, the chairman of such meeting or
the holders of the relevant stock (as defined in Section 1.8) may, by the
affirmative vote of a majority of the voting power represented by such relevant
stock, adjourn the meeting insofar as it relates to the given matter to another
time and/or place without notice other than announcement at such meeting. At the
adjourned meeting, the Corporation may transact any business that might have
been transacted at the original meeting. If the adjournment is for more than
thirty days, of if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting. The stockholders present
or represented at a duly called or held meeting at which a quorum is present may
continue to transact business until final adjournment notwithstanding the
withdrawal of enough stockholders to leave less than a quorum.

         Section 1.5 Voting. When a quorum is present at any meeting with
respect to any given matter, a majority of the voting power (as defined in
Section 1.8) represented by the relevant stock shall be necessary and sufficient
to approve such matter, unless the vote of a greater number or voting by classes
is required by law,the Certificate of Incorporation or these By-Laws.

         Section 1.6 Consent of Stockholders in Lieu of Meeting. Unless
otherwise restricted by the Certificate of Incorporation or these By-Laws or
by-law, any action required to be taken or which may be taken at any annual or
special meeting of stockholders of the Corporation may be taken without a
meeting, without prior notice and without a vote, if a consent or consents in
writing, setting forth the action so taken, shall be signed by all persons
entitled to vote. Such consents shall be delivered to the Corporation by
delivery to its registered office in the State of New York, its principal place
of business or the Secretary of the Corporation. Such consents shall be filed
with the minutes of proceedings of the stockholders and shall have the same
force and effect as a unanimous vote of stockholders.

         Section 1.7 Fixing Date for Determination of Stockholders of Record.


                  (a) In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, the Board of Directors may fix a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted by the Board of Directors, and which record date shall
not be more than fifty nor less than ten days before the date of such meeting.
If no record date is fixed by the Board of Directors, the record date for
determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if no notice is given or is waived, on the day on
which the meeting is held. A determination of stockholders of record entitled to
notice of or to vote at a meeting of stockholders shall apply to any adjournment
of

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the meeting; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.

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

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

         Section 1.8 Certain Definitions.

                  (a) Voting Power. The "voting power" of any share of stock
issued by the Corporation with respect to any given matter to be voted upon at
any meeting of the Corporation's stockholders shall be equal to the size of the
vote which such share would entitle its owner of record at the record date for
such meeting to cast at such meeting with respect to a given matter if such
record owner were present at such meeting.

                  (b) Potential Voting Power. The "potential voting power" with
respect to any given matter to be voted upon at any meeting of any of the
Corporation's stockholders shall be equal to the aggregate voting power of all
shares of stock entitled to be voted with respect to such matter at such
meeting.


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                   (c) Relevant Stock. Stock issued by the Corporation shall be
deemed to be "relevant stock" with respect to any given matter to be voted upon
at any meeting of any of the Corporation's stockholders if both (i) such stock
is entitled to be voted with respect to the given matter and (ii) one or more of
the persons attending the meeting in person or by proxy has a right to vote such
stock by reason of being the record holder of such stock at the record date
established for such meeting or by reason of holding voting rights assigned by
the record holder entitled to vote such stock.

         Section 1.9 Stockholder List. At least ten (10) days before every
meeting of stockholders, a complete list of the stockholders entitled to vote at
such meeting, arranged in alphabetical order, and showing the address of each
such stockholder and the number of shares registered in the name of each such
stockholder, shall be prepared by the Secretary. Such list shall be open to
examination by any stockholder of the corporation during ordinary business
hours, for any purpose germane to the meeting, for a period of at least ten days
prior to the meeting, at the office of the Corporation in Hawthorne, New York
(or such other place as designated by the Board or Directors provided notice of
such place has been given at least 20 days prior to the meeting), and the list
shall be produced and kept at the time and place of meeting during the whole
time thereof, and subject to the inspection for any purpose germane to the
meeting of any stockholder who may be present.

         Section 1.10 Proxies. At every meeting of the stockholders, each
stockholder having the right to vote thereat shall be entitled to vote in person
or by proxy. Such proxy shall be appointed by an instrument in writing
subscribed by such stockholder and bearing a date not more than eleven (11)
months prior to such meeting, unless such proxy provides for a longer period;
and it shall be filed with the Secretary of the Corporation before, or at the
time of, the meeting.

         Section 1.11 Voting of Certain Shares. Shares standing in the name of
another corporation, domestic or foreign, and entitled to vote may be voted by
such officer,agent, or proxy as the by-laws of such corporation may prescribe
or, in the absence of such provision, as the board of directors of such
corporation may determine. Shares standing in the name of a deceased person, a
minor or an incompetent and entitled to vote may be voted by his administrator,
executor, guardian or conservator, as the case may be, either in person or by
proxy. Shares standing in the name of a trustee, receiver or pledgee and
entitled to vote may be voted by such trustee, receiver or pledgee either in
person or by proxy as provided by the laws of the State of New York.

         Section 1.12 Treasury Stock. Shares of its own stock belonging to the
Corporation or to another corporation, if a majority of the shares entitled to
vote in the election of directors of such other corporation is held by this
Corporation, shall not be voted at any meeting and shall not be counted in
determining the total number of outstanding shares for the purpose of
determining whether a quorum is present. Nothing in this section shall be
construed to limit the right of this Corporation to vote shares of its own stock
held by it in a fiduciary capacity.

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                                    ARTICLE 2

                                    DIRECTORS

         Section 2.1 Number, Election and Term of Office of Directors. The Board
of Directors of the Corporation shall consist of not less than three (3) or more
than fifteen (15) directors, the exact number of which shall be fixed from time
to time by resolution of the Board of Directors. Directors shall be elected
annually by the stockholders as provided in Section 1.1 of Article 1 of these
By-Laws or in accordance with Section 2 of this Article 2 and each director
elected shall hold office until his successor is elected and qualified or until
his earlier death, resignation or removal. No director need be a stockholder.

         Section 2.2 Resignation or Removal. Any director may resign by giving
written notice to the Board of Directors or the Chairman of the Board, any such
resignation shall take effect at the time of receipt of notice thereof or at any
later time specified therein, and, unless expressly required, acceptance of such
resignation shall not be necessary to make it effective. Except as otherwise
required by the laws of the State of New York or the Certificate of
Incorporation, any director may be removed, with or without cause, by the
affirmative vote or consent of the holders of a majority of the directors then
in office or by the affirmative vote or consent of a majority of the voting
power of shares of relevant stock entitled to vote.

          Section 2.3 Vacancies. Except as otherwise required by the Certificate
of Incorporation or by law any vacancy in the number of directors may be filled
by a majority of the directors then in office, although less than a quorum, or
by the stockholders. A director elected to fill a vacancy shall hold office
until his successor is elected and qualified or until his earlier death,
resignation or removal. Except as otherwise required by the Certificate of
Incorporation or by law, when one or more directors shall resign from the Board
of Directors, effective at a future date, a majority of the directors then in
office, including those who have so resigned, shall have the power to fill such
vacancy or vacancies, the vote thereon to take effect when such resignation or
resignations shall become effective, and each director so chosen shall hold
office as provided in this Section 2.3 for the filling of other vacancies.

         Section 2.4 Place of Meetings. Meetings of the Board of Directors may
be held at such places, within or without the State of New York, as the Board of
Directors may from time to time determine or as may be specified in the call of
any meetings.

         Section 2.5 Regular Meetings. A regular annual meeting of the Board of
Directors shall be held without call or notice immediately after and at the same
general place as the annual meeting of stockholders, for the purpose of
organizing the Board of Directors, electing officers and transacting any other
business that may properly come before the meeting. Additional regular meetings
of the Board of Directors may be held without call or

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notice at such place and at such times as shall be fixed by resolution of the
Board of Directors.

         Section 2.6 Special Meetings. Special meetings of the Board of
Directors may be called by the Chief Executive Officer or 33-1/3 of the
directors then in office. Notice of special meetings shall either be mailed by
the Secretary to each director at least two days before the meeting or be given
personally or telegraphed or telecopied to each director by the Secretary at
least twenty-four hours before the meeting. Such notice shall set forth the
date, time and place of such meeting but need not, unless otherwise required by
law, state the purpose of the meeting. Any director may waive notice of any
meeting.

         Section 2.7 Quorum and Voting. A majority of the entire Board of
Directors shall constitute a quorum for the transaction of business at any
meeting of the Board of Directors. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors unless otherwise provided by the laws of the State of New York, the
Certificate of Incorporation or these By-Laws. A majority of the directors
present at any meeting at which a quorum is present may adjourn the meeting to
any other date, time or place without further notice other than announcement at
the meeting. If at any meeting a quorum is not present, a majority of the
directors present may adjourn the meeting to any other date, time or place
without notice other than announcement at the meeting until a quorum is present.

         Section 2.8 Compensation. The directors shall be paid their reasonable
expenses, if any, of attendance at each meeting of the Board of Directors and
may be paid a fixed sum for attendance at each meeting of the Board of Directors
and an annual retainer or salary for services as a director. Members of any
committee of the Board of Directors may be allowed like fees and expenses for
service on or attendance at meetings of such committee. No such payment shall
preclude any director from serving the Corporation in any other capacity and
receiving compensation therefor.

         Section 2.9 Telephonic Meetings. Members of the Board of Directors or
of any committee designated by the Board of Directors may participate in a
meeting of the Board of Directors or a committee thereof by means of conference
telephone or other similar communications equipment by means of which all
persons participating in the meeting can hear each other, and participation in a
meeting pursuant to this Section 2.9 shall constitute presence in person at such
meeting.

         Section 2.10 Presumption of Assent. Unless otherwise provided by the
laws of the State of New York, a director of the Corporation who is present at a
meeting of the Board of Directors at which action is taken on any corporate
matter shall be presumed to have assented to the action taken unless his dissent
shall be entered in the minutes of the meeting or unless he shall file his
written dissent to such action with the person acting as Secretary of the
meeting before the adjournment thereof or shall forward such dissent by
registered mail

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to the Secretary of the Corporation immediately after the adjournment of the
meeting. Such right to dissent shall not apply to a director who voted in favor
of such action.

         Section 2.11 Action without Meeting. Unless otherwise restricted by the
Certificate of Incorporation or these By-Laws, any action required or permitted
to be taken at any meeting of the Board of Directors, or of any committee
thereof, may be taken without a meeting, if a written consent thereto is signed
by all members of the Board of Directors or of such committee, as the case may
be, and such written consent is filed with the minutes of proceedings of the
Board of Directors or committee.

         Section 2.12 Presiding Officer. The presiding officer at any meeting of
the Board of Directors shall be the Chairman of the Board, if any, or, in his
absence, any other director elected chairman by vote of a majority of the
directors present at the meeting.

         Section 2.13 Executive Committee. The Board of Directors may, in its
discretion by resolution passed by a majority of the Board of Directors,
designate an Executive committee consisting of such number of directors as the
Board of Directors shall determine, which shall in no event be less than three
directors. The Executive Committee shall have and may exercise all of the
authority of the Board of Directors in the management of the Corporation with
respect to any matter which may require action prior to, or which in the opinion
of the Executive Committee may be inconvenient, inappropriate or undesirable to
be postponed until the next meeting of the Board of Directors; provided, the
Executive Committee shall have no authority to obligate the Corporation to any
expenditure or liability in excess of $100,000 in respect of any one project or
series of related projects unless in furtherance of resolutions or actions
previously adopted by the Board of Directors; and further provided, the
Executive Committee shall not have the power or authority of the Board of
Directors in reference to such matters as are set forth in Section 712 of the
Business Corporation Law of the State of New York, amending the Certificate of
Incorporation, adopting an agreement of merger or consolidation, recommending to
the stockholders the sale, lease or exchange of all or substantially all of the
Corporation's property and assets, recommending to the stockholders a
dissolution of the Corporation or a revocation of a dissolution, or amending
these By-Laws. Any member of the Board of Directors may request the Chairman of
the Executive Committee to call a meeting of the Executive Committee with
respect to a specified subject.

         Section 2.14 Other Committees. The Board of Directors may from time to
time, in its discretion, by resolution passed by a majority of the Board of
Directors, designate, and appoint, other committees of one or more directors
which shall have and may exercise such lawfully delegable powers and duties
conferred or authorized by the resolutions of designation and appointment. The
Board shall have power at any time to change the members of any such committee,
to fill vacancies, and to discharge any such committee.

         Section 2.15 Alternates. The Board of Directors may from time to time
designate from among the directors alternates to serve on one or more committees
as occasion may require. Whenever a quorum cannot be secured for any meeting of
any committee from

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among the regular members thereof and designated alternates, the member or
members of such committee present at such meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in place of such
absent or disqualified member.

         Section 2.16 Quorum and Manner of Acting Committees. The presence of a
majority of members of any committee shall constitute a quorum for the
transaction of business at any meeting of such committee, and the act of a
majority of those present shall be necessary for the taking of any action
thereat.

         Section 2.17 Committee Chairman, Books and Records, Etc. The chairman
of each committee shall be elected from among the members of the committee by
the Board of Directors.

         Each committee shall keep a record of its acts and proceedings, and all
actions of each committee shall be reported to the Board of Directors at its
next meeting. Each committee shall fix its own rules of procedure not
inconsistent with these By-Laws or the resolution of the Board of Directors
designating much committee and shall meet at such times and places and upon such
call or notice as shall be provided by such rules.

         Section 2.18 Reliance upon Records. Every director of the Corporation,
or member of any committee designated by the Board of Directors pursuant to
authority conferred by these By-Laws, shall, in the performance of his duties,
be fully protected in relying in good faith upon the records of the Corporation
and upon such information, opinions, reports or statements presented to the
Corporation by any of the Corporation's officers or employees, or committees of
the Board of Directors, or by any other person as to matters the director or
member reasonably believes are within such other person's professional or expert
competence and has been elected with reasonable care by or on behalf of the
Corporation.

         Section 2.19 Approval. Prior to approval of the New York State
Department of Health (the "DOH"), no director designated by Hyperion Partners II
L.P. shall control or participate in the affairs of any home care services
agency regulated by the DOH, unless otherwise permitted by the DOH.

         Section 2.20 Certain Actions. Notwithstanding anything to the contrary
contained in these By-Laws (i) any action taken by the Corporation with respect
to the proposed acquisition by the Corporation whether by purchase of stock or
assets of another company or (ii) any increase in the number of directors of the
Corporation to more than seven shall be approved by at least 66 - 2/3% of the
Corporation's entire board of directors as then constituted, except that at the
option of Paribas Principal, Inc. ("Paribas") until the satisfaction of certain
conditions contained in the Shareholders Agreement between among others, Paribas
and the Corporation dated August 5, 1994, Paribas shall have the right to
designate one designee to the Corporation's Board of Directors, without such
approval.


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<PAGE>   9
                                    ARTICLE 3

                                    OFFICERS

         Section 3.1 Number and Designation. The officers of the Corporation
shall be a Chairman of the Board, a Chief Executive Officer, a President, one or
more Vice Presidents (the number thereof to be determined by the Board of
Directors and one or more of whom may be designated as Executive Vice Presidents
or Senior Vice Presidents), a Secretary and a Treasurer, and such Assistant
Secretaries, Assistant Treasurers or other officers as may be elected or
appointed by the Board of Directors. Any two or more offices may be held by the
same person, except that no one person may hold the offices of both Chairman of
the Board and Secretary nor both President and Secretary.

         Section 3.2 Election and Term of Office. The officers of the
Corporation shall be elected annually by the Board of Directors at the first
meeting of the Board of Directors held after each annual meeting of
stockholders. If the election of officers shall not be held at such meeting,
such election shall be held as soon thereafter as conveniently may be. Vacancies
may be filled or new offices created and filled at any meeting of the Board of
Directors. Each officer shall hold office until his or her successor shall have
been duly elected and shall have qualified or until his or her earlier death,
resignation or removal.

         Section 3.3 Removal-and-Designation. Any officer or agent elected or
appointed by the Board of Directors may be removed by the Board of Directors
whenever in its judgment the best interests of the Corporation would be served
thereby, but such removal shall be without prejudice to the contract rights, if
any, of the person so removed. Any officer may resign at any time by giving
written notice to the Board of Directors, to the Chief Executive Officer or to
the Secretary of the Corporation. Any such resignation shall take effect at the
date of the receipt of such notice or at any later time specified therein; and,
unless otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective.

         Section 3.4 Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the Board
of Directors for the unexpired portion of the term.

         Section 3.5 Chairman of the Board. The Chairman of the Board shall be a
Director of the Corporation who when present, shall preside at all meetings of
the Stockholders of the Corporation and of the Board of Directors. Except as
otherwise provided herein or as expressly authorized or directed by the Board of
Directors, the Chairman of the Board shall have no other duties or
responsibilities and shall have no authority to act for or bind the Corporation
in any manner whatsoever.

         Section 3.6 Chief Executive Officer. The Chief Executive Officer shall
be the chief executive officer of the Corporation and shall in general supervise
and control all of the

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business and affairs of the Corporation. The Chief Executive Officer may sign,
alone or with the Secretary or any other proper officer of the Corporation
thereunto authorized by the Board of Directors, any deeds, mortgages, bonds,
contracts, or other instruments which the Board of Directors has authorized to
be executed, except in cases where the signing and execution thereof shall be
expressly delegated by the Board of Directors or by these By-Laws to some other
officer or agent of the Corporation, or shall be required by law to be otherwise
signed or executed, and in general he shall perform all duties incident to the
office of the Chief Executive Officer and such other duties as from time to time
may be prescribed by the Board of Directors.

         Section 3.7 President. The President shall be the chief operating
officer of the Corporation, reporting through the Chief Executive Officer to the
Board of Directors. In the absence of the Chief Executive Officer or in the
event of his inability or refusal to act as Chief Executive Officer, the
President shall perform the duties of the Chief Executive Officer and, when to
acting, shall have all the powers of, and be subject to all the restrictions
placed upon the Chief Executive Officer. He may sign, alone or with the
Secretary or authorized by the Board of Directors, any deeds, mortgages, bonds,
contracts or other instruments which the Board of Directors has authorized to be
executed, except in cases where the signing and execution thereof shall be
expressly delegated by the Board of Directors or by these By-Laws to some other
officer or agent of the Corporation, or shall be required by law to be otherwise
signed or executed, and in general he shall perform all duties incident to the
office of President and such other duties as from time to time may be prescribed
by the Board of Directors or the Chief Executive Officer.

         Section 3.8 The Vice President. In the absence of the President or in
the event of his or her inability or refusal to act, the Vice President (or in
the event there be more than one Vice President, the Vice Presidents in the
order of their election) shall perform the duties of the President, and when so
acting, shall have all the powers of and be subject to all the restrictions upon
the President. Any Vice President shall perform such duties as from time to time
may be assigned to him by the Chief Executive Officer, the President or by the
Board of Directors.

         Section 3.9 The Treasurer. If required by the Board of Directors, the
Treasurer shall give a bond for the faithful discharge of his duties in such sum
and with such surety or sureties as the Board of Directors shall determine. The
Treasurer shall have charge and custody of and be responsible for all funds and
securities of the Corporation, receive and give receipts or moneys due and
payable to the Corporation from any source whatsoever, deposit all such moneys
in the name of the Corporation in such banks, trust companies or other
depositories as shall be selected in accordance with the provisions of Article 4
of these ByLaws, disburse the funds of the Corporation as ordered by the Board
of Directors or the Chief Executive Officer or as otherwise required in the
conduct of the business of the Corporation, and render to the Chief Executive
Officer or the Board of Directors, upon request, an account of his transactions
as Treasurer and on the financial condition of the Corporation. The Treasurer
shall in general perform all the duties incident to the office of

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<PAGE>   11
Treasurer and such other duties as from time to time may be assigned to him by
the Chief Executive Officer, the President or by the Board of Directors.

         Section 3.10 The Secretary. The Secretary shall(a) keep the minutes of
the stockholders' and of the Board of Directors' meetings and committees of the
Board of Directors in one or more books provided for that purpose; (b) see that
all notices are duly given in accordance with the provisions of these By-Laws or
as required by law; (c) be custodian of the corporate records and of the seal of
the Corporation; (d) affix the seal of the corporation or a facsimile thereof,
or cause it to be affixed, to all certificates for shares prior to the issue
thereof and to all documents the execution of which on behalf of the Corporation
under its seal is duly authorized by the Board of Directors or otherwise in
accordance with the provisions of these ByLaws; (e) keep a register of the post
office address of each stockholder, director or committee member, which shall be
furnished to the Secretary by such stockholder, director or member; (f) have
general charge of the stock transfer books of the Corporation; and (g) in
general perform all duties incident to the office of Secretary and such other
duties as from time to time may be assigned to him by the Chief Executive
Officer, the President or the Board of Directors. He may delegate such details
of the performances of duties of his office as may be appropriate in the
exercise of reasonable care to one or more persons in his stead, but shall not
thereby be relieved of responsibility for the performance of such duties.

         Section 3.11 Assistant Treasurers and Secretaries. The Assistant
Treasurers shall respectively, if required by the Board of Directors, give bonds
for the faithful discharge of their duties in such sums and with such sureties
as the Board of Directors shall determine. The Assistant Treasurers and
Assistant Secretaries shall, in general, perform such duties as shall be
assigned to them by the Treasurer or the Secretary, respectively; but such
assignment or delegation shall not relieve the principal officer from the
responsibilities and liabilities of his office. In addition, the Assistant
Treasurers and Assistant Secretaries shall, in general, perform such duties as
may be assigned to them by the Chief Executive Officer, the President or the
Board of Directors.

         Section 3.12 Salaries. The salaries of the officers shall be fixed from
time to time by the Board of Directors or such officer as it shall designate for
such purpose or as it shall otherwise direct. No officer shall be prevented from
receiving such salary by reason of the fact that he is also a director of the
Corporation.


                                    ARTICLE 4

                     CONTRACTS, LOANS, CHECKS, AND DEPOSITS

         Section 4.1 Contracts. The Board of Directors may authorize any officer
or officers, agent or agents, to enter into any contract or execute and deliver
any instrument in

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<PAGE>   12
the name of and on behalf of the Corporation, and such authority may be general
or confined to specific instances.

         Section 4.2 Loans. No loans shall be contracted on behalf of the
Corporation and no evidences of indebtedness shall be issued in the name of the
Corporation unless authorized by a resolution of the Board of Directors. Such
authority may be general or confined to specific instances.

         Section 4.3 Checks, Drafts, Etc. All checks, drafts or other order for
payment of money issued in the name of the Corporation shall be signed by such
officers, employees or agents of the Corporation as shall from time to time be
designated by the Board of Directors.

         Section 4.4 Deposits. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
in such banks, trust companies or other depositories as shall be designated from
time to time by the Board of Directors; and such officers may designate any type
of depository arrangement (including but not limited to depository arrangements
resulting in net debits against the Corporation) as from time to time offered or
available.


                                    ARTICLE 5

                    CERTIFICATES OF STOCK AND THEIR TRANSFER

         Section 5.1 Certificates of Stock. Shares of stock of the Corporation
shall be represented by certificates, provided that the Board of Directors may
provide by resolution that some or all of any or all classes or series of its
stock shall be uncertificated shares. Notwithstanding the adoption of such a
resolution, every holder of stock represented by certificates and upon request
every holder of uncertificated shares shall be entitled to a certificate. The
certificates of stock of the Corporation shall be in such form as may be
determined by the Board of Directors, shall be numbered and shall be entered in
the books of the Corporation as they are issued. They shall exhibit the holder's
name and number of shares and shall be signed by the Chairman of the Board, the
Chief Executive Officer, the President or a Vice President and by the Treasurer
or an Assistant Treasurer or the Secretary or an Assistant Secretary. If any
stock certificate is signed (a) by a transfer agent or an assistant transfer
agent or (b) by a transfer clerk acting on behalf of the Corporation and a
registrar, the signature of any officer of the Corporation may be facsimile. In
case any such officer whose facsimile signature has thus been used on any such
certificate shall cease to be such officer, whether because of death,
resignation or otherwise, before such certificate has been delivered by the
Corporation, such certificate may nevertheless be delivered by the Corporation,
as though the person whose facsimile signature has been used thereon had not
ceased to be such officer. All certificates properly surrendered to the
Corporation for transfer shall be cancelled and no new certificate shall be
issued to evidence transferred shares until the former certificate for at least
like number of shares shall have been

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<PAGE>   13
surrendered and cancelled and the Corporation reimbursed for any applicable
taxes on the transfer, except that in the case of a lost, destroyed or mutilated
certificate a new one may be issued therefor upon such terms, and with such
indemnity (if any) to the Corporation, as the Board of Directors may prescribe
specifically or in general terms or by delegation to a transfer agent for the
Corporation.

         Section 5.2 Lost, Stolen or Destroyed Certificates. The Board of
Directors in individual cases, or by general resolution or by delegation to the
transfer agent, may direct a new certificate or certificates to be issued in
place of any certificate or certificates theretofore issued by the Corporation
alleged to have been lost, stolen or destroyed upon the making of an affidavit
of that fact by the person claiming the certificate of stock to be lost, stolen
or destroyed. When authorizing such issue of a new certificate or certificates,
the Board of Directors may, in its discretion and as a condition precedent to
the issuance thereof, require the owner of such lost, stolen or destroyed
certificates, or his legal representative, to advertise the name in such manner
as it shall require and/or to give the Corporation a bond in such sum as it may
direct as indemnity against any claim that may be made against the Corporation
with respect to the certificate alleged to have been lost, stolen or destroyed.

         Section 5.3 Transfers of Stock. Upon surrender to the Corporation or
the transfer agent of the Corporation of a certificate for shares duly endorsed
or accompanied by proper evidence of succession, assignment or authority to
transfer, and upon payment of applicable taxes with respect to such transfer,
and in compliance with any restrictions on transfer applicable to the
certificate or shares represented thereby of which the Corporation shall have
notice and subject to such rules and regulations as the Board of Directors may
from time to time deem advisable concerning the transfer and registration of
certificates for shares of capital stock of the Corporation, the Corporation
shall issue a new certificate to the person entitled thereto, cancel the old
certificate and record the transaction upon its books.

         Section 5.4 Restrictions on Transfer. Any stockholder may enter into an
agreement with other stockholders or with the Corporation providing for
reasonable limitation or restriction on the right of such stockholder to
transfer shares of capital stock of the Corporation held by him, including,
without limiting the generality of the foregoing, agreements granting to such
other stockholders or to the Corporation the right to purchase for a given
period of time any of such shares on terms equal to terms offered such
stockholders by any third party. Any such limitation or restriction on the
transfer of shares of this Corporation may be set forth on certificates
representing shares of capital stock or notice thereof may be otherwise given to
the Corporation or the transfer agent, in which case the Corporation or the
transfer agent shall not be required to transfer such shares upon the books of
the Corporation without receipt of satisfactory evidence of compliance with the
terms of such limitation or restriction.

         Section 5.5 Stockholders of Record. The Corporation shall be entitled
to treat the holder of record of any share or shares of stock as the holder in
fact thereof and accordingly, shall not be bound to recognize any equitable or
other claim to or interest in such share or

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<PAGE>   14
shares on the part of any other person, whether or not it shall have express or
other notice thereof, except as otherwise provided by the laws of the State of
New York.


                                    ARTICLE 6

                               GENERAL PROVISIONS

         Section 6.1 Fiscal Year. The fiscal year of the Corporation shall begin
on the first day of November in each year and end on the thirty-first day of
October in each year.

         Section 6.2 Seal. The corporate seal shall have inscribed thereon the
name of the Corporation and the words "CORPORATE SEAL" and "NEW YORK"; and it
shall otherwise be in the form approved by the Board of Directors. Such seal
maybe used by causing it, or a facsimile thereof, to be impressed or affixed or
otherwise reproduced.


                                    ARTICLE 7

                                     OFFICES

         Section 7.1 Registered Office. The registered office of the Corporation
in the State of New York shall be located at 11 Skyline Drive, Hawthorne, New
York, or at such other place as the Board of Directors may from time to time
designate and the name of its registered agent is United Corporate Service, Inc.
or such other registered agent as the Corporation may from time to time
designate.

         Section 7.2 Other Offices. The Corporation may have offices at such
other places both within or without the State of New York as shall be determined
from time to time by the Board of Directors or as the business of the
Corporation may require.


                                    ARTICLE 8

                                 INDEMNIFICATION

         Section 8.1 Limitation on Liability. A director of the Corporation
shall not be personally liable to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director, except for
liability determined by final judgment (i) resulting from acts committed in bad
faith or involving intentional misconduct or a knowing violation of law (ii)
whereby the director personally gained in fact a financial profit or other
advantage to which he was not legally entitled, or (iii) whereby the director's
acts violated Section 719 of the Business Corporation Law of the State of New
York. If the Business Corporation Law of the State of New York is amended to
authorize corporate action further eliminating

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<PAGE>   15
or limiting the personal liability of directors, then the liability of a
director of the Corporation shall be eliminated or limited to the fullest extent
permitted by the Business Corporation Law of the State of New York, as so
amended. Any repeal or modification of this Section 8.1 by the stockholders of
the Corporation shall not adversely affect any right or protection of a director
of the Corporation existing at the time of such repeal or modification.

                   Section 8.2 Indemnification and Insurance.

                  (a) Each person who was or is made a party or is threatened to
be made a party to or is or was involved in any action, suit or proceeding,
whether civil, criminal, administrative or investigative (hereinafter a
"proceeding"), by reason of the fact that he or she or a person of whom he or
she is the legal representative, is or was a director or officer of the
Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to
employee benefit plans, whether the basis of such proceeding is alleged action
in an official capacity as a director, officer, employee or agent or in any
other capacity while serving as a director, officer, employee or agent, shall be
indemnified and held harmless by the Corporation to the fullest extent
authorized by the Business Corporation Law of the State of New York as the same
exists or may hereafter be amended (but, in the case of any such amendment, only
to the extent that such amendment permits the Corporation to provide broader
indemnification rights than said law permitted the Corporation to provide prior
to such amendment), against all expense, liability and loss (including
attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts
paid or to be paid in settlement) reasonably incurred or suffered by such person
in connection therewith and such indemnification shall continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of his or her heirs, executors and administrators; provided,
however, that except as provided in subsection (b) of this Section 8.2 with
respect to proceedings seeking to enforce rights to indemnification, the
Corporation shall indemnify any such person seeking indemnification in
connection with a proceeding (or part thereof) initiated by such person only if
such proceeding (or part thereof) was authorized by the Board of Directors of
the Corporation. The right to indemnification conferred in this Section 8.2
shall be a contract right and shall include the right to be paid by the
Corporation the expenses incurred in defending any such proceeding in advance of
its final disposition; provided, however, that if the Business Corporation Law
of the State of New York requires, the payment of such expenses incurred by a
director or officer in his or her capacity in which service was or is rendered
by such person while a director or officer, including, without limitation,
service to an employee benefit plan) in advance of the final disposition of a
proceeding, shall be made only upon delivery to the Corporation of an
undertaking by or on behalf of such director or officer, to repay all amounts so
advanced if it shall ultimately be determined that such director or officer is
not entitled to be indemnified under this Section 8.2 or otherwise. The
Corporation may, by action of its Board of Directors, provide indemnification to
employees and agents of the Corporation with the same scope and effect as the
foregoing indemnification of directors and officers.

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<PAGE>   16
                  (b) If a claim under subsection (a) is not paid in full by the
Corporation within thirty days after a written claim has been received by the
Corporation, the claimant may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim and, if successful in
whole or in part, the claimant shall be entitled to be paid also the expenses of
prosecuting such claim. It shall be a defense to any such action (other than an
action brought to enforce a claim for expenses incurred in defending any
proceeding in advance of its final disposition where the required undertaking,
if any is required, has been tendered to the Corporation) that the claimant has
not met the applicable standard of conduct set forth in Business Corporation Law
of the State of New York for the Corporation to indemnify the claimant for the
amount claimed, but the burden of proving such defense shall be on the
Corporation. Neither the failure of the Corporation (including its Board of
Directors, independent legal counsel or stockholders) to have made a
determination prior to the commencement of such action that indemnification of
the claimant is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in the Business Corporation Law of the
State of New York, nor an actual determination by the Corporation (including its
Board of Directors, independent legal counsel or stockholders) that the claimant
has not met such applicable standard of conduct.

                  (c) The right to indemnification and the payment of expenses
incurred in defending a proceeding in advance of its final disposition conferred
in this Section 8.2 shall not be exclusive of any other right which any person
may have or hereafter acquire under any statute, any provision of the Restated
Certificate of Incorporation of the Corporation, these By-laws, agreement, vote
of stockholders or disinterested directors or otherwise.

                  (d) The Corporation may maintain insurance, at its expense, to
protect itself and any director, officer, employee or agent of the Corporation
or another corporation, partnership, joint venture, trust or other enterprise
against any expense, liability or loss, whether or not the Corporation would
have the power to indemnify such person against such expense, liability or loss
under the Business Corporation Law of the State of New York.


                                    ARTICLE 9

                                     NOTICES

         Section 9.1 Manner of Notice. Whenever under the provisions of the laws
of the State of New York, the Certificate of Incorporation or these By-Laws
notice is required to be given to any stockholder, director or member of any
committee designated by the Board of Directors, it shall not be construed to
require personal delivery and such notice may be given in writing by depositing
it, in a sealed envelope, in the United States mail, air mail or first class,
postage prepaid, addressed (or by delivering it to a telegraph company, charges
prepaid, for transmission) or by facsimile to such stockholder, director or
member either at the address of such stockholder, director or member as it
appears on the books of the Corporation or, in the case of such a director or
member, at his business address; and such

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<PAGE>   17
notice shall be deemed to be given at the time when it is thus deposited in the
United States mail or delivered to the telegraph company) or sent by facsimile.
Such requirement for notice shall be deemed satisfied, except in the case of
stockholder meetings with respect to which written notice is mandatorily
required by law, if actual notice is received orally or in writing by the person
entitled thereto as far in advance of the event with respect to which notice is
given as the minimum notice periods required by law or these By-Laws.

         Section 9.2 Waiver of Notice. Whenever any notice is required to be
given under the provisions of the laws of the State of New York, the Certificate
of Incorporation or these By-Laws, a waiver thereof in writing signed by the
person or persons entitled to such notice, whether before, at or after the time
stated therein, shall be deemed equivalent thereto. Attendance by a person at a
meeting shall constitute a waiver of notice of such meeting, except when the
person attends a 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. Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the stockholders, directors or
committee of directors need be specified in any written waiver of notice unless
so required by the laws of the State of New York, the Certificate of
Incorporation or these By-Laws.


                                   ARTICLE 10

                                    DIVIDENDS

         The Board of Directors may from time to time declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law and by the Certificate of
Incorporation.


                                   ARTICLE 11

                                   AMENDMENTS

         Except to the extent otherwise provided in the Certificate of
Incorporation or these By-Laws, these By-Laws shall be subject to alteration,
amendment or repeal, and new ByLaws may be adopted (i) by the affirmative vote
of the persons entitled to vote stock representing not less than a majority of
the voting power represented by the relevant stock entitled to vote generally in
the election of directors or (ii) by the affirmative vote of not less than a
majority of the members of the Board of Directors at any meeting of the Board of
Directors at which there is a quorum present and voting.

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