<PAGE>   1
                                                                     EXHIBIT 3.2

                     FIRST MERCHANTS ACCEPTANCE CORPORATION
                          AMENDED AND RESTATED BYLAWS

                                   ARTICLE I

                                    GENERAL

SECTION 1.  NAME.
         The name of the corporation shall be
                 FIRST MERCHANTS ACCEPTANCE CORPORATION.

SECTION 2.  OFFICE.
         (a)     The registered office of the corporation shall be at 32
Loockerman Square, Suite L-100, Kent County, Dover, Delaware, c/o The Prentice
Hall Corporation System, Inc.
         (b)     The corporation may, in addition to its registered office,
establish and maintain such an office or offices, at such place or places, as
the Board of Directors may deem necessary, desirable or expedient from time to
time.

                                   ARTICLE II

                                  STOCKHOLDERS

SECTION 1.  PLACE OF MEETINGS.
         Each meeting of the stockholders shall be held at the principal office
of the corporation or at such other place, within or without the State of
Delaware, as shall be designated by the Board of Directors in the notice of
meeting.
<PAGE>   2

SECTION 2.  ANNUAL MEETING.
         The annual meeting of the stockholders shall be held pursuant to
notice and at such date and time as shall be designated by the Board of
Directors in the notice of meeting for the purpose of electing directors and
for the transaction of such other business as may come before the meeting.

SECTION 3.  SPECIAL MEETINGS.
         Special meetings of stockholders for any purpose or purposes may be
called only by the Board of Directors, pursuant to a resolution adopted by a
majority of the members of the Board of Directors then in office.  Special
meetings may be held at any place, within or without the State of Delaware, as
determined by the Board of Directors.  The only business that may be conducted
at such a meeting, other than procedural matters and matters relating to the
conduct of the meeting, shall be the matter or matters described in the notice
of the meeting.

SECTION 4.  NOTICE OF MEETINGS.
         The Secretary or an Assistant Secretary of the corporation shall give
written notice of every meeting of the stockholders to each stockholder of
record entitled to vote at the meeting.  Such notice shall be given not less
than ten days, nor more than 60 days, prior to the day named for the meeting,
unless a different period of notice is required by law.  Such notice shall be
given either by regular mail, overnight courier, telegram or facsimile



                                      -2-
<PAGE>   3

transmission, or by any other means comparable to any of the foregoing, to each
stockholder at his address appearing on the books of the corporation or
supplied by him to the corporation for the purpose of notice.  Such notice
shall specify the place, day and hour of the meeting and, in the case of a
special meeting, the general nature of the business to be transacted.

SECTION 5.  WAIVER OF NOTICE.
         A waiver of notice in writing signed by the person or persons entitled
to such notice, whether before or after the time stated therein, shall be
deemed equivalent to the giving of such notice.  Neither the business to be
transacted nor the purpose of the meeting need be specified in the waiver of
notice of such meeting.  Attendance of the person either in person or by proxy
at any meeting shall constitute a waiver of notice of such meeting, except
where such person attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting was not lawfully called or
convened.

SECTION 6.  RECORD DATE.
         In order that the corporation may determine the stockholders entitled
(i) to notice of or to vote at any meeting of stockholders or any adjournments
thereof, (ii) to receive payment of any dividend or other distribution, or
allotment of any rights, or (iii) to exercise any rights in respect of any
change, conversion or exchange of stock, or for the purpose of any other



                                      -3-
<PAGE>   4

lawful action, the Board of Directors, in advance, may fix a date as the record
date for any such determination, 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 sixty days nor less
than ten days before the date of such meeting, nor more than sixty days prior
to the date of any other action.  A determination of the stockholders of record
entitled to notice of or to vote at a meeting of the stockholders shall apply
to any adjournment of the meeting taken pursuant to Article I, Section 8
hereof; provided, however, that the Board of Directors, in its discretion, may
fix a new record date for an adjourned meeting.  Only stockholders determined
to be stockholders of record on the record date so fixed shall be entitled to
notice of, or to vote at, such meeting and any adjournment thereof, or to
receive payment of such dividend or other distribution, or allotment of rights,
or to exercise such rights in respect of such change, conversion or exchange of
stock, or to participate in any such other lawful action, as the case may be,
notwithstanding any transfer of any stock on the books of the corporation after
any such record date fixed as aforesaid.

SECTION 7.  LIST OF STOCKHOLDERS.
         At least ten days before any meetings of the stockholders, the officer
or transfer agent in charge of the stock transfer books of the corporation
shall prepare and make a complete



                                      -4-
<PAGE>   5

alphabetical list of the stockholders entitled to vote at such meeting, which
list shall show the address of each stockholder and the number of shares
registered in the name of each stockholder.  The list so prepared shall be
maintained at a place within the city where the meeting is to be held, which
place shall be specified in the notice of the meeting, or, if not so specified,
at the place where the meeting is to be held, and shall be open for inspection
by any stockholder, for any purpose germane to the meeting, during ordinary
business hours during a period of not less than ten days prior to the meeting.
The list shall also be produced and kept open at the meeting (during the entire
duration thereof) and, except as otherwise provided by law, may be inspected by
any stockholder or proxy of a stockholder who is present at such meeting.

SECTION 8.  QUORUM.
         The presence in person or by proxy of the holders of a majority of the
votes represented by issued and outstanding shares entitled to vote at a
stockholders' meeting shall constitute a quorum, except that the presence in
person or by proxy of the holders of a majority of the issued and outstanding
shares of each class or series of stock which is entitled to vote as a class or
series at a stockholders' meeting shall constitute a quorum for any vote in
which a vote of such class or series is required.  If a quorum is not present
at a meeting, those present may adjourn the meeting from time to time without
notice other


                                      -5-
<PAGE>   6

than announcement at the meeting, until a quorum shall be obtained.  At any
such adjourned meeting at which there is a quorum, any business may be
transacted that might have been transacted at the meeting originally called.

SECTION 9.  STOCKHOLDER PROPOSALS.
         (a)     Condition of Submission to Stockholders.  No proposal for a
stockholder vote shall be submitted by a stockholder (a "Stockholder Proposal")
to the corporation's stockholders unless the stockholder submitting such
proposal (the "Proponent") shall have filed a written notice (a "Proposal
Notice") setting forth with particularity (i) the names and business addresses
of the Proponent and all persons or entities (collectively, the "Persons" and
singularly, a "Person") acting in concert with the Proponent; (ii) the name and
address of the Proponent and the Persons identified in clause (i), as they
appear on the corporation's books (if they so appear); (iii) the class and
number of shares of the corporation beneficially owned by the Proponent and the
Persons identified in clause (i); (iv) a description of the Stockholder
Proposal containing all material information relating thereto; and (v) such
other information as the Board of Directors reasonably determines is necessary
or appropriate to enable the Board of Directors and stockholders of the
corporation to consider the Stockholder Proposal.  The presiding officer at any
stockholders' meeting may determine that any Stockholder Proposal was not made
in accordance with the



                                      -6-
<PAGE>   7

procedures prescribed in these Amended and Restated Bylaws (the "Bylaws") or is
otherwise not in accordance with law, and if it is so determined, such officer
shall so declare at the meeting and the Stockholder Proposal shall be
disregarded.
         (b)     Stockholder Proposal Notice.  Proposal Notices shall be
delivered to the Secretary at the principal executive office of the corporation
not later than 120 days in advance of the anniversary date of the corporation's
proxy statement for the previous year's annual meeting or, in the case of
special meetings, at the close of business on the seventh day following the
date on which notice of such meeting is first given to stockholders.

SECTION 10.  VOTING POWER.
         Unless otherwise provided in a resolution or resolutions providing for
any class or series of Preferred Stock pursuant to Article IV of the Amended
and Restated Certificate of Incorporation (the "Certificate of Incorporation")
or by the Delaware General Corporation Law (the "DGCL"), every stockholder of
record shall be entitled to vote, in person or by proxy, the shares of voting
stock of every share of each class or series held of record by such
stockholder.  All questions shall be decided by the vote of the majority of the
capital stock present in person or represented by proxy and entitled to vote at
any meeting, or if the voting is by class or series, a majority of the votes of
each class or series of capital stock present in



                                      -7-
<PAGE>   8

person or represented by proxy and entitled to vote at any meeting, unless
otherwise specially provided by law or by the Certificate of Incorporation or
these Bylaws.  Abstentions shall not be considered to be votes cast.

SECTION 11.  PROXIES.
         Every stockholder may vote either in person or by proxy.  Every proxy
shall be executed in writing by the stockholder or by his duly authorized
attorney-in-fact.  A proxy, unless coupled with an interest, shall be revocable
at will, notwithstanding any other agreement or any provision in the proxy to
the contrary, but the revocation of a proxy shall not be effective until notice
thereof has been given to the Secretary of the corporation.  No proxy shall be
valid after eleven months from the date of its execution unless a longer time
is expressly provided therein, but in no event shall a proxy, unless coupled
with an interest, be voted on after three years from the date of its execution.
A proxy shall not be revoked by the death or incapacity of the maker unless
before the vote is counted or the authority is exercised, written notice of
such death or incapacity is given to the Secretary of the corporation.

SECTION 12.  INSPECTORS.
         Elections for directors need not be by ballot, except upon demand made
by a stockholder at the election and before the voting begins.  In advance of
any meeting of stockholders, the



                                      -8-
<PAGE>   9

Board of Directors shall appoint inspectors, who need not be stockholders, to
act at such meeting and make a written report thereof.  Such inspectors may
include individuals who serve the corporation in other capacities, including,
without limitation, as officers, employees, agents or representatives of the
corporation.  The number of inspectors shall be one or three.  One or more
persons may be designated by the Board of Directors as alternate inspectors to
replace any inspector who fails to act.  In case any person appointed as
inspector fails to appear or fails or refuses to act, the vacancy may be filled
by appointment made by the Board of Directors in advance of the convening of
the meeting, or at the meeting by the person or officer acting as chairman.
Each inspector, before discharging his or her duties, shall take and sign an
oath faithfully to execute the duties of inspector with strict impartiality and
according to the best of his or her ability.  The inspectors shall have the
duties prescribed by the DGCL.

SECTION 13.  PRESIDING OFFICERS AND ORDER OF BUSINESS.
         All meetings of stockholders shall be called to order and presided
over by the President, or in his absence, by the highest ranking Vice
President, or in the absence of all of them, by the Treasurer, or if none of
these be present by a chairman designated by the Board of Directors.  The
Secretary of the corporation shall act as secretary, but in the absence of the
Secretary, the presiding officer may appoint a secretary.



                                      -9-
<PAGE>   10


SECTION 14.  PROCEDURAL MATTERS.
         At each meeting of stockholders, the chairman of the meeting shall fix
and announce the date and time of the opening and the closing of the polls for
each matter upon which the stockholders will vote at the meeting and shall
determine the order of business and all other matters of procedure.  Except to
the extent inconsistent with any such rules and regulations as adopted by the
Board of Directors, the chairman of the meeting may establish rules, which need
not be in writing, to maintain order for the conduct of the meeting, including,
without limitation, restricting attendance to bona fide stockholders of record
and their proxies and other persons in attendance at the invitation of the
chairman and making rules governing speeches and debates.  The chairman of the
meeting acts in his or her absolute discretion and his or her rulings are not
subject to appeal.

                                  ARTICLE III

                                   DIRECTORS

SECTION 1.  POWERS; QUALIFICATIONS; NUMBER AND TERM.
         The business and affairs of the corporation shall be managed by or
under the direction of the Board of Directors of the corporation.  A director
need not be a stockholder, a citizen of the United States, or a resident of the
State of Delaware.  The Board of Directors shall consist of six persons;
provided, however, that such number of directors may from time to time be



                                      -10-
<PAGE>   11

increased and decreased by amendment of this Article III, Section 1 but shall
in no event be reduced to less than three.  Each director shall be elected for
a term ending on the next succeeding annual meeting of stockholders and shall
hold office for the term for which such director is elected or until a
successor shall have been duly elected and qualified.

SECTION 2.  VACANCIES.
         Any vacancies in the Board of Directors for any reason and any newly
created directorships resulting by reason of any increase in the number of
directors may be filled only by the Board of Directors, acting by a majority of
the remaining directors then in office, although less than a quorum, or by a
sole remaining director, and any directors so appointed shall hold office until
the next election of the class for which such directors have been chosen and
until their successors are elected and qualified.

SECTION 3.  REMOVAL OF DIRECTORS.
         Except as may be provided in a resolution or resolutions providing for
any class or series of Preferred Stock pursuant to Article IV of the
Certificate of Incorporation with respect to any directors elected by the
holders of such class or series, any director, or the entire Board of
Directors, may be removed from office at any time, but only for cause and only
by the affirmative vote of the holders of at least 66 2/3% of the voting


                                      -11-
<PAGE>   12

power of all of the shares of capital stock of the corporation then entitled to
vote generally in the election of directors, voting together as a single class.

SECTION 4.  NOMINATION OF DIRECTORS.
         (a)     Eligibility.  Only persons who are selected and recommended by
the Board of Directors or the committee of the Board of Directors designated to
make nominations, or who are nominated by stockholders in accordance with the
procedures set forth in this Article III, Section 4, shall be eligible for
election, or qualified to serve, as directors.  Nominations of individuals for
election to the Board of Directors of the corporation at any annual meeting or
any special meeting of stockholders at which directors are to be elected may be
made by any stockholder of the corporation entitled to vote for the election of
directors at that meeting by compliance with the procedures set forth in this
Article III, Section 4.  Nominations by stockholders shall be made by written
notice (a "Nomination Notice"), which shall set forth the following
information:  (i) as to each individual nominated, (a) the name, date of birth,
business address and residence address of such individual, (b) the business
experience during the past five years of such nominee, including his or her
principal occupations and employment during such period, the name and principal
business of any corporation or other organization in which such occupations and
employment were carried on, and such other information as to


                                      -12-
<PAGE>   13

the nature of his or her responsibilities and level of professional competence
as may be sufficient to permit assessment of his or her prior business
experience, (c) whether the nominee is or has ever been at any time a director,
officer or owner of 5% or more of any class of capital stock, partnership
interests or other equity interest of any corporation, partnership or other
entity, (d) any directorships held by such nominee in any company with a class
of securities registered pursuant to Section 12 of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), or subject to the requirements of
Section 15(d) of the Exchange Act or any company registered as an investment
company under the Investment Company Act of 1940, as amended; and (e) whether,
in the last five years, such nominee has been convicted in a criminal
proceeding or has been subject to a judgment, order, finding or decree of any
federal, state or other governmental entity, concerning any violation of
federal, state or other law, or any proceeding in bankruptcy, which conviction,
order, finding, decree or proceeding may be material to an evaluation of the
ability or integrity of the nominee; and (ii) as to the Person submitting the
Nomination Notice and any Person acting in concert with such Person, (a) the
name and business address of such Person, (b) the name and address of such
Person as they appear on the corporation's books (if they so appear) and (c)
the class and number of shares of the corporation that are beneficially owned
by such Person.  A written consent to being named in a proxy statement as a
nominee, and to serve as a


                                      -13-
<PAGE>   14

director if elected, signed by the nominee, shall be filed with any Nomination
Notice.  If the presiding officer at any stockholders' meeting determines that
a nomination was not made in accordance with the procedures prescribed by these
Bylaws, he shall so declare to the meeting and the defective nomination shall
be disregarded.
         (b)     Stockholder Nomination Notice.  Nomination Notices shall be
delivered to the Secretary at the principal executive office of the corporation
not later than 120 days in advance of the anniversary date of the corporation's
proxy statement for the previous year's annual meeting or, in the case of
special meetings, at the close of business on the seventh day following the
date on which notice of such meeting is first given to stockholders.

SECTION 5.  PLACE OF MEETINGS.
         The Board of Directors may hold annual, regular and special meetings,
and have an office or offices, either within or outside the State of Delaware,
at such place as the Board of Directors from time to time deems advisable.

SECTION 6.  REGULAR MEETINGS.
         The Board of Directors shall, without notice, hold an annual meeting
immediately after the annual meeting of the stockholders, or after the last
adjournment thereof, and shall hold other regular meetings at such time and
place as it may determine.  No



                                      -14-
<PAGE>   15

notice to the newly elected directors of such meeting shall be necessary for
such meeting to be lawful, provided a quorum is present.

SECTION 7.  SPECIAL MEETINGS.
         The Board of Directors shall hold such special meetings as shall be
called by the President, or Vice President, or Secretary, or any two directors.
Each such meeting shall be held at such time and place as shall be designated
in the notice of meeting.

SECTION 8.  NOTICE OF MEETINGS.
         Notice of the date, time and place of each meeting, except the annual
meeting, of the Board of Directors shall be mailed by regular mail to each
director, at his address appearing on the books of the corporation or supplied
by the director to the corporation for the purpose of notice ("designated
address"), at least six days before the meeting; or sent by overnight courier
to each director at his designated address at least two days before the meeting
(with delivery scheduled to occur no later than the day before the meeting); or
given orally by telephone or other means, or by telegraph or facsimile
transmission, or by any other means comparable to any of the foregoing, to each
director at his designated address at least 24 hours before the meeting;
provided, however, that if less than five days' notice is provided and
one-third of the directors then in office object in



                                      -15-
<PAGE>   16

writing prior to or at the commencement of the meeting, such meeting shall be
postponed until five days after such notice was given pursuant to this sentence
(or such shorter period to which a majority of those who objected in writing
agree), provided that notice of such postponed meeting shall be given in
accordance with this Article III, Section 8.  The notice of the meeting shall
state the general purpose of the meeting, but other routine business may be
conducted at the meeting without such matter being stated in the notice.

SECTION 9.  WAIVER OF NOTICE.
         A waiver of written notice in writing signed by the person or persons
entitled to such notice, whether before or after the time stated therein, shall
be deemed equivalent to the giving of such notice.  Attendance of a person at
any meeting shall constitute a waiver of notice of such meeting, except where
such person attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting was not lawfully called or
convened, and any such person so states his purpose in attending such meeting
and refrains from participation in the business of the meeting.

SECTION 10.  QUORUM.
         A majority of the directors in office shall be necessary to constitute
a quorum for the transaction of business.  The



                                      -16-
<PAGE>   17

affirmative vote of a majority of the directors in office shall be required to
constitute the act of the Board of Directors.

SECTION 11.  PRESIDING OFFICER AND ORDER OF BUSINESS.
         All meetings of the Board of Directors shall be called to order and
presided over by the President, or in his absence or if the President is not a
member of the Board of Directors, by a member of the Board of Directors
selected by the members present.  The Secretary of the corporation shall act as
secretary, but in the absence of the Secretary, the presiding officer may
appoint a secretary.

SECTION 12.  ACTION BY BOARD WITHOUT FORMAL MEETING.
         Unless otherwise restricted by the Certificate of Incorporation or
these Bylaws, 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 all members of the Board of Directors or of such committee, as the
case may be, consent thereto in writing, and the writing or writings are filed
with the minutes of proceedings of the Board of Directors or committee, as the
case may be.

SECTION 13.  COMPENSATION.
         Directors, as such, shall receive such compensation and reimbursement
for expenses as the Board of Directors may by resolution allow.  Directors
shall also be entitled to receive


                                      -17-
<PAGE>   18

such compensation for services rendered to the corporation in any capacity
other than as directors, as may be provided from time to time by resolution of
the Board of Directors.

SECTION 14.  RESIGNATION.
         Any director, member of a committee, or other officer may resign at
any time by giving written notice to the Board of Directors, the President or
Secretary of the corporation.  Such resignation shall be effective at the time
specified therein, or, if no time be specified, at the time of its receipt by
the Board of Directors or such officer, and the acceptance of the resignation
shall not be necessary to make it effective.  Resignations not submitted in
writing may be evidenced by a written acknowledgement of receipt thereof signed
by the receiving director or officer of the corporation or by acknowledgement
of receipt thereof in the minutes of a subsequent stockholders' or directors'
meeting.

SECTION 15.  TELEPHONIC MEETINGS AND PARTICIPATION.
         Members of the Board of Directors or any committee designated thereby
may participate in any meeting of such Board of Directors or committee by means
of conference telephone or similar communications equipment by which all
persons participating can hear each other.  Participation in a meeting pursuant
to this section shall constitute presence in person at such meeting.



                                      -18-
<PAGE>   19


                                   ARTICLE IV

                                   COMMITTEES

SECTION 1.  COMMITTEES GENERALLY.
         The Board of Directors may, by resolutions passed by a majority of the
members of the Board of Directors then in office, designate members of the
Board of Directors to constitute committees that, except as otherwise provided
in Sections 2 and 3 of this Article IV, in each case, shall consist of such
number of directors, and shall have and may execute such powers, as may be
determined and specified in the respective resolutions appointing them.  Any
such committee may fix its rules of procedure, determine its manner of acting
and the time and place, whether within or without the State of Delaware, of its
meetings and specify what notice thereof, if any, shall be given, unless these
Bylaws, or the Board of Directors by resolution, shall provide otherwise.
Unless otherwise provided by the Board of Directors or such committee, the
quorum, voting and other procedures shall be the same as those applicable to
actions taken by the Board of Directors.  A majority of the members of the
Board of Directors then in office shall have the power to change the membership
of any such committee at any time, to fill vacancies therein and to discharge
any such committee or to remove any member thereof, either with or without
cause, at any time.

         SECTION 2. AUDIT COMMITTEE.  The Audit Committee shall consist of such
number of directors, who shall not be officers or



                                      -19-
<PAGE>   20

employees of the corporation or any of its affiliates, not less than three, as
shall from time to time be determined by the Board of Directors.  The Audit
Committee shall each year make a recommendation, based on a review of
qualifications, to the Board of Directors for the appointment of independent
public accountants to audit the financial statements of the corporation and to
perform such other duties as the Board of Directors may from time to time
prescribe.  As part of such review of qualifications, the Audit Committee shall
consider management's plans for engaging the independent public accountants for
management advisory services to determine whether such services could impair
the public accountants' independence.  The Audit Committee shall examine and
make recommendations to the Board of Directors with respect to the scope of
audits conducted by the corporation's independent public accountants and
internal auditors.  The Audit Committee shall review all recommendations made
by the corporation's independent public accountants and internal auditors to
the Audit Committee or the Board of Directors with respect to the accounting
methods and the system of internal control used by the corporation, and shall
advise the Board of Directors with respect thereto.  The Audit Committee shall
review reports from the corporation's independent public accountants and
internal auditors concerning compliance by management with governmental laws
and regulations and with the corporation's policies relating to ethics,
conflicts of interest and disbursements of funds.  The Audit Committee shall
meet with


                                      -20-
<PAGE>   21

the corporation's independent public accountants and/or internal auditors
without management present whenever the Audit Committee shall deem it
appropriate.

SECTION 3.  COMPENSATION COMMITTEE.  The Compensation Committee shall consist
of such number of directors, who shall not be officers or employees of the
corporation or any of its affiliates, not less than three, as shall from time
to time be determined by the Board of Directors.  As authorized by the Board of
Directors, the Compensation Committee shall make recommendations to the Board
of Directors with respect to the administration of the salaries, bonuses, and
other compensation to be paid to the officers of the corporation, including the
terms and conditions of their employment, and shall administer all stock option
and other benefit plans (unless otherwise specified in plan documents)
affecting officers' direct and indirect remuneration.

                                   ARTICLE V

                              OFFICERS AND AGENTS

SECTION 1.  OFFICERS.
         The officers of the corporation shall be a President (or in the event
that the office of the President shall be held by two persons pursuant to
Article V, Section 4 hereof, co-Presidents), one or more Vice Presidents, a
Treasurer and a Secretary, all of whom shall be elected by the Board of
Directors.  In addition,


                                      -21-
<PAGE>   22

the Board of Directors may elect one or more Assistant Secretaries or Assistant
Treasurers, or appoint such other additional officers and agents as they may
deem advisable.  Any two or more offices may be held by the same person except
the offices of President and Secretary.  The officers shall be elected each
year at the annual meeting of the Board of Directors which shall be held each
year pursuant to Article III, Section 6 hereof.

SECTION 2.  TERM.
         Each officer and each agent shall hold office until his successor is
elected or appointed and qualified or until his death, resignation or renewal
by the Board of Directors.

SECTION 3.  AUTHORITY, DUTIES AND COMPENSATION.
         All elected or appointed officers and agents shall have such authority
and perform such duties as may be provided in the Bylaws or as may be
determined by the Board of Directors or the President.  They shall receive such
compensation for their services as may be determined by the Board of Directors,
or by the President with respect to all officers and agents subordinate to him.
Notwithstanding any other provisions of these Bylaws, the Board of Directors
shall have power from time to time by resolution to prescribe by what officers
or agents particular documents or instruments or particular classes of
documents or instruments shall be signed, countersigned, endorsed or executed,



                                      -22-
<PAGE>   23

provided, however, that any person, firm or corporation shall be entitled to
accept and to act upon any document or instrument signed, countersigned,
endorsed or executed by officers or agents of the company pursuant to the
provisions of these Bylaws unless prior to receipt of such document or
instrument such person, firm or corporation has been furnished with a certified
copy of a resolution of the Board of Directors prescribing a different
signature, countersignature, endorsement or execution.

SECTION 4.  OFFICE OF THE PRESIDENT.
         The office of the President of the corporation may be held by one or
two persons, at the discretion of the Board of Directors.  In the event that
the office of the President shall be held by two persons, they shall be
co-Presidents of the corporation, each of them acting alone with full power and
authority to exercise the rights and discharge the duties of the office of the
President.  The President shall be the Chief Executive Officer of the
corporation and shall be the Chief Operating Officer of the corporation.  In
the event that the office of the President shall be held by two persons, they
shall be co-Chief Executive Officers of the corporation and co-Chief Operating
Officers of the corporation, each of them acting alone with full power and
authority to exercise the rights and discharge the duties of such offices.  The
President(s) shall preside at all meetings of stockholders and of the Board of
Directors.  The President(s) shall be charged with and have the



                                      -23-
<PAGE>   24

direction and supervision of all of the corporation's business and operations
with the concurrence of the other officers of the corporation.

SECTION 5.  VICE PRESIDENTS.
         In the absence or disability of the President, his duties shall be
performed by a Vice President, as authorized by the President.  Such officer or
officers shall perform such other duties and have such other powers as may be
assigned by the President.

SECTION 6.  TREASURER.
         The Treasurer shall keep and account for all moneys, funds and
property of the corporation which shall come into his hands, and shall render
such accounts and present such statements to the Board of Directors as may be
required of him.  Unless the Board of Directors shall prescribe otherwise, the
Treasurer shall deposit all funds of the corporation which may come into his
hands in such bank or banks as the Board of Directors may designate and in
accounts in the name of the corporation, shall endorse for collection bills,
notes, checks and other negotiable instruments of the corporation or cause them
to be signed in facsimile or otherwise as the Board of Directors may determine,
and shall pay out money as the business of the corporation may require, making
proper vouchers therefor.  In the absence or



                                      -24-
<PAGE>   25

disability of the Treasurer, any Assistant Treasurer shall have the authority
and perform the duties of the Treasurer.

SECTION 7.  SECRETARY.
         The Secretary shall give or cause to be given all required notices of
meetings of stockholders and of the Board of Directors, shall attend such
meetings when practicable, shall record and keep the minutes and all other
proceedings thereof, shall attest such records after every meeting by his
signature, shall safely keep all documents and papers which shall come into his
possession and shall truly keep the books and accounts of the corporation
appertaining to his office.  In the absence or disability of the Secretary, any
Assistant Secretary shall have authority and perform the duties of the
Secretary.

SECTION 8.  RESIGNATION AND REMOVAL OF OFFICERS.
         Any executive officer of the corporation may be removed, either for
cause or without cause, by the affirmative vote of a majority of the full Board
of Directors.  Other officers and agents may be removed either for cause or
without cause by the Board of Directors or the President.  Removal of an
executive officer by the Board of Directors or by the President, as the case
may be, shall be without prejudice to the contract rights, if any, of the
person so removed.  Any officer may resign at any time by written notice to the
corporation.  Unless otherwise stated in such notice of resignation, the
acceptance thereof



                                      -25-
<PAGE>   26

shall not be necessary to make it effective; and such resignation shall take
effect at the time specified therein or, in the absence of such specification,
it shall take effect upon the receipt thereof.

SECTION 9.  VACANCIES.
         Vacancy in any office or position by reason of death, resignation,
removal, disqualification or any other cause shall be filled in the manner
provided in Article V, Section 1 hereof for regular appointment to such office.

                                   ARTICLE VI

                   INDEMNIFICATION OF DIRECTORS AND OFFICERS

SECTION 1.  RIGHT TO INDEMNIFICATION.
         Each person who was or is made a party or is threatened to be made a
party to or is involved in or called as a witness in any Proceeding (as
hereinafter defined) because he or she is an Indemnified Person (as hereinafter
defined) shall be indemnified and held harmless by the corporation to the
fullest extent permitted under the DGCL, as the same now 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 the DGCL permitted the corporation to provide prior
to such amendment).  Such indemnification shall cover all expenses incurred by
an Indemnified Person (including, but not limited to, attorneys'



                                      -26-
<PAGE>   27

fees and other expenses of litigation) and all liabilities and losses
(including, but not limited to, judgments, fines, ERISA or other excise taxes
or penalties and amounts paid or to be paid in settlement) incurred by such
person in connection therewith.
         Notwithstanding the foregoing, except with respect to indemnification
specified in this Article VI, the corporation shall indemnify an Indemnified
Person 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.
         For purposes of this Article VI:
                 (i)  a "Proceeding" is an action, suit or proceeding, whether
         civil, criminal, administrative or investigative, and any appeal
         therefrom including, without limitation, any such action, suit,
         proceeding or appeal by or in the right of the corporation;
                 (ii)  an "Indemnified Person" is a person who is, was, or had
         agreed to become a director, officer, employee, agent or a Delegate,
         as defined herein, of the corporation or the legal representative of
         any of the foregoing; and
                 (iii)  a "Delegate" is a person serving at the request of the
         corporation or a subsidiary of the corporation as a director, trustee,
         fiduciary, or officer of such subsidiary or of another corporation,
         partnership, joint venture, trust or other enterprise.



                                      -27-
<PAGE>   28

SECTION 2.  EXPENSES.
         Expenses, including attorneys' fees, incurred by a person indemnified
pursuant to Article VI, Section 1 in defending or otherwise being involved in a
Proceeding shall be paid by the corporation in advance of the final disposition
of such Proceeding, including any appeal therefrom, upon receipt of an
undertaking (the "Undertaking") by or on behalf of such person to repay such
amount if it shall ultimately be determined that he or she is not entitled to
be indemnified by the corporation; provided that in connection with a
Proceeding (or part thereof) initiated by such person, except a Proceeding
authorized by Article VI, Section 3, the corporation shall pay said expenses in
advance of final disposition only if such Proceeding (or part thereof) was
authorized by the Board of Directors.  A person to whom expenses are advanced
pursuant hereto shall not be obligated to repay pursuant to the Undertaking
until the final determination of any pending Proceeding in a court of competent
jurisdiction concerning the right of such person to be indemnified or the
obligation of such person to repay pursuant to the Undertaking.

SECTION 3.  PROTECTION OF RIGHTS.
         If a claim under Article VI, Section 1 is not promptly paid in full by
the corporation after a written claim has been received by the corporation or
if expenses pursuant to Article VI, Section 2 of this Article have not been
promptly advanced



                                      -28-
<PAGE>   29

after a written request for such advancement accompanied by the Undertaking 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 or the
advancement of expenses.  If successful, in whole or in part, in such suit,
such claimant shall also be entitled to be paid the reasonable expense thereof
(including, without limitation, attorneys' fees).  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 has been tendered to the corporation) that
indemnification of the claimant is prohibited by law, 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
its stockholders) to have made a determination, if required, prior to the
commencement of such action that indemnification of the claimant is proper is
the circumstances, nor an actual determination by the corporation (including
its Board of Directors, independent legal counsel, or its stockholders) that
indemnification of the claimant is prohibited, shall be a defense to the action
or create a presumption that indemnification of the claimant is prohibited.

SECTION 4.  MISCELLANEOUS.
         (a)     Non-Exclusivity of Rights.  The rights conferred on any person
by this Article VI shall not be exclusive of any other



                                      -29-
<PAGE>   30

rights which such person may have or hereafter acquire under any statute,
provision of the certificate of incorporation, bylaw, agreement, vote of
stockholders or disinterested directors or otherwise.  The Board of Directors
shall have the authority, by resolution, to provide for such indemnification of
employees or agents of the corporation or others and for such other
indemnification of directors, officers or Delegates as it shall deem
appropriate.
         (b)     Insurance, Contracts and Funding.  The corporation may
maintain insurance, at its expense, to protect itself and any director,
officer, employee, or agent of, or person serving in any other capacity with,
the corporation or another corporation, partnership, joint venture, trust or
other enterprise against any expenses, liabilities or losses, whether or not
the corporation would have the power to indemnify such person against such
expenses, liabilities or losses under the DGCL.  The corporation may enter into
contracts with any director, officer or Delegate of the corporation in
furtherance of the provisions of this Article VI 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 the advancing of expenses and indemnification as provided in this
Article VI.
         (c)     Contractual Nature.  The provisions of this Article VI shall
be applicable to all Proceedings commenced or continuing after its adoption,
whether such arises out of events, acts or



                                      -30-
<PAGE>   31

omissions which occurred prior or subsequent to such adoption, and shall
continue as to a person who has ceased to be a director, officer or Delegate
and shall inure to the benefit of the heirs, executors and administrators of
such person.  This Article VI shall be deemed to be a contract between the
corporation and each person who, at any time that this Article VI is in effect,
serves or agrees to serve in any capacity which entitles him to indemnification
hereafter and any repeal or other modification of this Article or any repeal or
modification of the DGCL or any other applicable law shall not limit any
Indemnified Person's entitlement to the advancement of expenses or
indemnification under this Article VI for Proceedings then existing or later
arising out of events, acts or omissions occurring prior to such repeal or
modification, including, without limitation, the right to indemnification for
Proceedings commenced after such repeal or modification to enforce this Article
VI with regard to Proceedings arising out of acts, omissions or events
occurring prior to such repeal or modification.
         (d)     Severability.  If this Article VI or any portion hereof shall
be invalidated or held to be unenforceable on any ground by any court of
competent jurisdiction, the decision of which shall not have been reversed on
appeal, such invalidity or unenforceability shall not affect the other
provisions hereof, and this Article VI shall be construed in all respects as if
such invalid or unenforceable provisions had been omitted therefrom.



                                      -31-
<PAGE>   32


                                  ARTICLE VII

                            SHARES OF CAPITAL STOCK

SECTION 1.  SHARE CERTIFICATES.
         Every holder of stock in the corporation shall be entitled to a
certificate or certificates, to be in such form as the Board of Directors may
from time to time prescribe, signed by the President or a Vice President and by
the Secretary or Treasurer or an Assistant Secretary or Assistant Treasurer,
and where signed by a transfer agent or an assistant transfer agent by a
registrar the signature of such officers of the corporation may be facsimile.
Each such certificate shall exhibit the name of the registered holder thereof,
the number and class of shares and the designation of the series, if any, which
the certificate represents and the number of shares represented thereby.  The
Board of Directors may, if it so determines, direct that certificates for
shares of stock of the corporation be signed by a transfer agent and/or
registered by a registrar, in which case such certificates shall not be valid
until so signed and/or registered.  In case any officer of the corporation who
shall have signed, or whose facsimile signature shall have been used on any
certificate for shares of stock of the corporation, shall cease to be such
officer, whether because of death, resignation or otherwise, before such
certificate shall have been delivered, it may be delivered by the corporation
as though the person who signed such certificate or whose facsimile signature
shall have been used thereon had not ceased to be such officer.



                                      -32-
<PAGE>   33


SECTION 2.  TRANSFERS OF SHARES.
         Transfers of shares of stock of the corporation shall be made only on
the books of the corporation by the registered holder thereof or by his
attorney thereunto authorized by an instrument duly executed and witnessed and
filed with the corporation, and on surrender of the certificate or certificates
for such shares properly endorsed and evidence of the payment of all taxes
imposed upon such transfer.  Every certificate surrendered for transfer shall
be cancelled and no new certificate or certificates shall be issued in exchange
for any existing certificate until such existing certificate shall have been so
cancelled.

SECTION 3.  TRANSFER AGENTS AND REGISTRARS.
         The Board of Directors may appoint any one or more qualified banks,
trust companies or other corporations organized under any law of any state of
the United States or under the laws of the United States as agent or agents for
the corporation in the transfer of the stock of the corporation and likewise
may appoint any one or more qualified banks, trust companies or other
corporations as registrar or registrars of the stock of the corporation.

SECTION 4.  LOST, STOLEN, DESTROYED OR MUTILATED CERTIFICATES.
         New certificates for shares of stock may be issued to replace
certificates lost, stolen, destroyed or mutilated upon



                                      -33-
<PAGE>   34

such terms and conditions, which may but need not include the giving of a
satisfactory bond of indemnity, as the Board of Directors may from time to time
determine.

SECTION 5.  HOLDERS OF RECORD.
         The corporation shall be entitled to treat the holder of record of any
share or shares of stock as the holder and owner in fact thereof and shall not
be bound to recognize any equitable or other claim to or interest in such
shares on the part of any other person, whether or not it shall have express or
other notice thereof, except as otherwise expressly provided by the laws of the
State of Delaware.

SECTION 6.  TREASURY SHARES.
         Shares of the corporation's stock held in its treasury shall not be
voted, directly or indirectly, at any meeting.

                                  ARTICLE VIII

                               GENERAL PROVISIONS

SECTION 1.  CORPORATE SEAL.
         The Board of Directors shall prescribe the form of a suitable
corporate seal, which shall contain the full name of the corporation and the
year and state of incorporation.  Such seal may be used by causing it or a
facsimile or reproduction thereof to be affixed to or placed upon the document
to be sealed.



                                      -34-
<PAGE>   35

SECTION 2.  FISCAL YEAR.
         The fiscal year of the corporation shall end on the last day of
December in each year or shall begin and end on such other days as shall be
fixed by resolution of the Board of Directors.

                                   ARTICLE IX

                                   AMENDMENTS

SECTION 1.  AMENDMENTS.
         The Board of Directors shall have the power to amend, alter, change,
adopt or repeal the Bylaws of the corporation at any annual, regular or special
meeting.  The stockholders also shall have the power to amend, alter, change,
adopt or repeal the Bylaws of the corporation at any annual or special meeting,
subject to the requirements of the Certificate of Incorporation.



                                      -35-