By-Laws - Mohawk Industries Inc.


                                                            Last amended 8/1/00


                            MOHAWK INDUSTRIES, INC.

                             AMENDED AND RESTATED
                                    BY-LAWS


                                   ARTICLE I
                                   ---------
                                    Offices
                                    -------
                                        

The Corporation shall at all times maintain a registered office in the State of
Delaware and a registered agent at that address but may have other offices
located in or outside of the State of Delaware as the Board of Directors may
from time to time determine.


                                  ARTICLE II
                                  ----------
                            Stockholders' Meetings
                            ----------------------
                                        
     2.1  Places of Meetings. All meetings of stockholders shall be held at such
          ------------------                                                
place or places in or outside of the State of Delaware as the Board of Directors
may from time to time determine or as may be designated in the notice of meeting
or waiver of notice thereof, subject to any provisions of the laws of the State
of Delaware.

     2.2  Annual Meetings. The annual meeting of stockholders for the election
          ---------------                                                      
of directors and the transaction of such other business as may properly come
before the meeting shall be held on such date and at such time as may be
designated from time to time by the Board of Directors. If the annual meeting is
not held on the date designated, it may be held as soon thereafter as convenient
and shall be called the annual meeting. Written notice of the time and place of
the annual meeting shall be given by mail to each stockholder entitled to vote
thereat at his address as it appears on the records of the Corporation not less
than ten (10) nor more than sixty (60) days prior to the scheduled date thereof,
unless such notice is waived as provided by Article IX of these By-laws.

     2.3  Special Meetings. Special meetings of stockholders may be called at
          ----------------                                                    
any time only by the Board of Directors or the Chairman of the Board of
Directors stating the specific purpose or purposes thereof. Written notice of
the time, place and specific purposes of such meeting shall be given by mail to
each stockholder entitled to vote thereat at his address as it appears on the
records of the Corporation not less than ten (10) nor more than sixty (60) days
prior to the scheduled date thereof, unless such notice is waived as provided in
Article IX of these By-laws. The only business which may be conducted at a
special 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.

     2.4  Voting. Unless otherwise provided in a resolution or resolutions
          ------                                                           
providing for any class or series of Preferred Stock pursuant to Article 4 of
the Certificate of Incorporation or by the Delaware General Corporation Law, at
all meetings of stockholders, each stockholder entitled to vote on the record
date as determined under Article VI, Section 6.3 of these By-laws or, if not so
determined, as prescribed under the laws of the State of Delaware, shall be
entitled to one vote in person or by written proxy, for each share of stock
standing of record in his name, subject to any restrictions or qualifications
set forth in the Certificate of Incorporation or any amendment thereto. All
elections for the Board of Directors shall be decided by a plurality of the
votes of the shares present in person or represented by proxy at the meeting and
entitled to vote on the election of directors and all other questions shall be
decided by the affirmative vote of the majority of shares present in person or
represented by proxy at the meeting and entitled to vote on the subject matter,
in each case except as otherwise required by the Delaware General Corporation
Law or as provided for in the Certificate of Incorporation or these By-laws.

     2.5  Quorum. At any meeting of stockholders, a majority of the number of
          ------                                                              
shares of stock outstanding and entitled to vote thereat, present in person or
by proxy, shall constitute a quorum, but a smaller interest may adjourn any
meeting from time to time, and the meeting may be held as adjourned without
further notice, subject to such limitation as may be imposed under the laws of
the State of Delaware.

     2.6  List of Stockholders. At least ten (10) days before every meeting, a
          --------------------                                                 
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order and showing the address of and the number of shares
registered in the name of each stockholder, shall be prepared by the Secretary
or the transfer agent in charge of the stock ledger of the Corporation. Such
list shall be open for examination by any stockholder, for any purpose germane
to the meeting, during ordinary business hours, for a period of at least ten
(10) days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not specified, at the place where the meeting is to be held. The
list shall also be produced and kept at the time and place of the meeting during
the whole time thereof, and may be inspected by any stockholder who is present.
The stock ledger shall be the only evidence as to who are the stockholders
entitled to examine such list or the books of the Corporation or to vote in
person or by proxy at such meeting.

     2.7  Organization and Procedure. (a)  The Chairman of the Board, or, in the
          --------------------------                                      
absence of the Chairman of the Board, the Vice Chairman, or, in the absence of
the Vice Chairman, any other person designated by the Board of Directors, shall
preside at meetings of stockholders. The Secretary of the Corporation shall act
as secretary, but in the absence of the Secretary, the presiding officer may
appoint a secretary.

                                      -2-

 
     (b)  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.

     2.8  Stockholder Proposals and Nominations. (a)  No proposal for a 
          -------------------------------------                         
stockholder vote (other than a proposal that appears in the Corporation's proxy
statement after compliance with the procedures set forth in Securities and
Exchange Commission Rule 14a-8 or any successor provision) 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 setting forth with particularity (i) the names and
business addresses of the Proponent and all natural persons, corporations,
partnerships, trusts or any other type of legal entity or recognized ownership
vehicle (collectively, a "Person") acting in concern 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
by each Person 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 procedures prescribed in these 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)  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 Section 2.8, 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 Section 2.8.
Nominations by stockholders shall be made by written notice (a "Nomination
Notice"), which shall set forth (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

                                      -3-

 
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 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 five
percent 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, or subject to the requirements of Section 15(d) of such Act or any
company registered as an investment company under the Investment Company Act of
l940, 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, (x) the name and business address of such Person, (y) the name and
address of such Person as they appear on the Corporation's books (if they so
appear), and (z) 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 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 By-laws, he shall so declare
to the meeting and the defective nomination shall be disregarded.

     (c)  If a Stockholder Proposal or Nomination Notice is to be submitted at
an annual stockholders' meeting, it shall be delivered to the Secretary of the
Corporation at the principal executive office of the Corporation within the time
period specified in Securities and Exchange Commission Rule 14a-8(a)(3)(i) or
any successor provision. Subject to Section 2.3 as to matters that may be acted
upon at a special meeting of the stockholders, if a Stockholder Proposal or
Nomination Notice is to be submitted at a special meeting of the stockholders,
it shall be delivered to the Secretary of the Corporation at the principal
executive office of the Corporation no later than the close of business on the
earlier of (i) the 30th day following the public announcement that a matter will
be submitted to a vote of the stockholders at a special meeting, or (ii) the
15th day following the day on which notice of the special meeting was given.


                                  ARTICLE III
                                  -----------
                              Board of Directors
                              ------------------
                                        
     3.1  Powers. The business and affairs of the Corporation shall be carried
          ------                                                               
on by or under the direction of the Board of Directors, which shall have all the
powers 

                                      -4-

 
authorized by the laws of the State of Delaware, subject to such limitations as
may be provided by the Certificate of Incorporation or these By-laws.

     3.2  Number and Qualification. The number of directors shall be determined
          ------------------------                                              
in the manner set forth in the Certificate of Incorporation. The members of the
Board of Directors shall be divided into classes if and as provided in the
Certificate of Incorporation. Each director shall serve until the election and
qualification of his successor or until his earlier death, resignation or
removal as provided in the Certificate of Incorporation or these By-laws. In
case of an increase in the number of directors between elections by the
stockholders, the additional directorships shall be considered vacancies and
shall be filled in the manner prescribed in the Certificate of Incorporation.
Directors need not be stockholders.

     3.3  Compensation. The Board of Directors, or a committee thereof, may from
          ------------                                                      
time to time by resolution authorize the payment of fees or other compensation
to the directors for services as such to the Corporation, including, but not
limited to, fees for attendance at all meetings of the Board of Directors or any
committee thereof, and determine the amount of such fees and compensation.

     3.4  Meetings and Quorum. Meetings of the Board of Directors may be held
          -------------------                                                 
either in or outside of the State of Delaware. A quorum shall be one-third (1/3)
of the then authorized number of directors. The vote 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.

     The Board of Directors shall, at the close of each annual meeting of
stockholders and without further notice other than these By-laws, if a quorum of
directors is then present or as soon thereafter as may be convenient, hold a
regular meeting for the election of officers and the transaction of any other
business.

     The Board of Directors may from time to time provide for the holding of
regular meetings with or without notice and may fix the times and places at
which such meetings are to be held. Meetings other than regular meetings may be
called at any time by the Chairman of the Board of Directors or the President
and must be called by the Secretary or an Assistant Secretary upon the request
of a majority of the members of the Board of Directors.

     Notice of each meeting, other than a regular meeting (unless required by
the Board of Directors), shall be given to each director (i) by mailing the same
to each director at his residence or business address at least five (5) business
days before the meeting; (ii) by sending the same by overnight courier to each
director at his residence or business address at least three (3) business days
before the meeting; (iii) by facsimile transmission at his business facsimile
number and telephonic confirmation of receipt at least two (2) business days
before the meeting; or (iv) by delivering the same to him personally or by
telephone or telegraph at least two (2) business days before the meeting. In
case of exigency, the Chairman of the Board of Directors, the President or the

                                      -5-

 
Secretary shall prescribe a shorter notice to be given personally or by
telephone, telegraph, cable, facsimile transmission or wireless to all or any
one or more of the directors at their respective residences or places of
business.

     Notice of any meeting shall state the time and place of such meeting, but
need not state the purposes thereof unless otherwise required by the laws of the
State of Delaware, the Certificate of Incorporation or the Board of Directors.

     3.5  Committees. The Board of Directors may, by resolution adopted by a
          ----------                                                         
majority of the whole Board of Directors, provide for committees of two or more
directors and shall elect the members thereof to serve at the pleasure of the
Board of Directors and may designate one of such members to act as chairman. The
Board of Directors may at any time change the membership of each committee, fill
vacancies in it, authorize the committee to fill vacancies in such committee,
designate alternate members to replace any absent or disqualified members at any
meeting of such committee, or dissolve it. Each such committee shall have the
powers and perform such duties, not inconsistent with law, as may be assigned to
it by the Board of Directors. Each committee may determine its rules of
procedure and the notice to be given of its meeting. A majority of the members
of each committee shall constitute a quorum.

     3.6  Conference Telephone Meetings. Any one or more members of the Board
          -----------------------------                                       
of Directors or any committee thereof may participate in a meeting by means of a
conference telephone or similar communication equipment by means of which all
persons participating in the meeting can hear each other, and such participation
in a meeting shall constitute presence in person at such meeting.

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

                                  ARTICLE IV
                                  ----------
                                   Officers
                                   --------

     4.1  Titles and Election. The officers of the Corporation shall be the
          -------------------                                               
President, one or more Vice Presidents, the Secretary and the Treasurer. The
officers of the Corporation shall be elected at the first meeting of the Board
of Directors following each annual meeting of stockholders. Each officer shall
hold office at the pleasure of the Board of Directors except as may otherwise be
approved by the Board of Directors, or until his earlier resignation, removal
under these By-Laws or other termination of his employment. Any person may hold
more than one office if the duties can be consistently performed by the same
person.

                                      -6-

 
     The Board of Directors, in its discretion, may also at any time elect or
appoint a Chairman of the Board of Directors, who shall be a director but need
not be an employee of the Corporation and shall be an officer of the Corporation
only if so designated by the Board of Directors, and one or more Senior Vice
Presidents, Executive Vice Presidents, Assistant Vice Presidents, Assistant
Secretaries and Assistant Treasurers and such other officers as it may deem
advisable, each of whom shall hold office at the pleasure of the Board of
Directors, except as may otherwise be approved by the Board of Directors, or
until his earlier resignation, removal or other termination of employment, and
shall have such authority and shall perform such duties as may be prescribed or
determined from time to time by the Board of Directors or, in case of officers
other than the Chairman of the Board of Directors, if not prescribed or
determined by the Board of Directors, as the President or the then senior
executive officer may prescribe or determine.

     4.2  Duties. Subject to such extension, limitations, and other provisions
          ------                                                               
as the Board of Directors may from time to time prescribe or determine, the
following officers shall have the following powers and duties:

          (a)  Chairman of the Board of Directors. The Chairman of the Board of
               ----------------------------------                               
Directors, if one is elected, shall be a director and, when present, shall
preside at all meetings of the stockholders and of the Board of Directors and
shall have such powers and perform such duties as the Board of Directors may
prescribe from time to time.

          (b)  President. The President shall exercise the powers and authority
               ---------                                                        
and perform all of the duties commonly incident to his office, shall in the
absence of the Chairman of the Board of Directors preside at all meetings of the
stockholders and of the Board of Directors if he is a director, and shall
perform such other duties as the Board of Directors shall specify from time to
time. The President or a Vice President, or any officer specifically authorized
by the Board of Directors, shall sign all certificates for shares, bonds,
debentures, promissory notes, deeds and contracts of the Corporation.

          (c)  Chief Executive Officer. The Chief Executive Officer shall be
               -----------------------                                       
charged with general supervision of the management and policy of the
Corporation, shall have general and active management power and authority over
the business of the Corporation, shall see that all orders and resolutions of
the Board of Directors are carried into effect and shall perform any and all
other duties prescribed by the Board of Directors. Either the President or the
Chairman of the Board of Directors may be Chief Executive Officer. In the
absence of a resolution by the Board of Directors that the Chairman of the Board
of Directors shall be the Chief Executive Officer, the President shall be the
Chief Executive Officer.

          (d)  Senior Vice Presidents. The Senior Vice Presidents shall perform
               ----------------------                                           
such duties as may be assigned to them from time to time by the Board of
Directors or by the President if the Board of Directors does not do so. In the
absence or disability of the President, the Senior Vice Presidents, in order of
seniority unless otherwise determined

                                      -7-

 
by the Board of Directors, may exercise the powers and perform the duties
pertaining to the office of President.

          (e)  Vice Presidents. The Vice Presidents shall perform such duties as
               ---------------  
may be assigned to them from time to time by the Board of Directors or by the
President if the Board of Directors does not do so. In the absence or disability
of any Senior Vice President, the Vice Presidents may, in order of seniority
unless otherwise determined by the Board of Directors, exercise the powers and
perform the duties pertaining to the office of Senior Vice President.

          (f)  Secretary. The Secretary, or in his absence an Assistant 
               ---------                                                
Secretary, shall keep the minutes of all meetings of stockholders and of the
Board of Directors and any committee thereof, give and serve all notices, attend
to such correspondence as may be assigned to him, keep in safe custody the seal
of the Corporation, and affix such seal to all such instruments properly
executed as may require it, and shall perform all of the duties commonly
incident to his office and shall have such other duties and powers as may be
prescribed or determined from time to time by the Board of Directors or by the
President if the Board of Directors does not do so.

          (g)  Treasurer. The Treasurer, subject to the order of the Board of
               ---------                                                      
Directors, shall have the care and custody of the monies, funds, and securities
of the Corporation (other than his own bond, if any, which shall be in the
custody of the President), shall maintain the general accounting
books/accounting records and forms of the Corporation and shall have, under the
supervision of the Board of Directors, all the powers and duties commonly
incident to his office. In addition to the foregoing, the Treasurer shall have
such duties as may be prescribed or determined from time to time by the Board of
Directors or by the President if the Board of Directors does not do so.

     4.3  Delegation of Authority. The Board of Directors may at any time
          -----------------------                                         
delegate the powers and duties of any officer for the time being to any other
officer, director or employee.

     4.4  Compensation. The compensation of the officers of the Corporation
          ------------                                                      
shall be fixed by the Board of Directors or a committee thereof, and the fact
that any officer is a director shall not preclude him from receiving
compensation or from voting upon the resolution providing the same.

                                   ARTICLE V
                                   ---------
                     Resignations, Vacancies and Removals
                     ------------------------------------
                                        
     5.1  Resignations. Any director or officer may resign at any time by giving
          ------------                                                    
written notice thereof to the Board of Directors, the President or the
Secretary. Any such resignation shall take effect at the time specified therein
or, if the time be not specified, upon receipt thereof, and unless otherwise
specified therein, the acceptance of any resignation shall not be necessary to
make it effective.

                                      -8-

 
     5.2  Vacancies.
          --------- 

          (a)  Directors. Any vacancy in the Board of Directors shall be filled
               ---------                                                        
in the manner prescribed in the Certificate of Incorporation.

          (b)  Officers. The Board of Directors may at any time or from time to
               --------                                                         
time fill any vacancy among the officers of the Corporation.

     5.3  Removals.
          -------- 

          (a)  Directors. The entire Board of Directors, or any individual 
               ---------                                                   
member thereof, may be removed only as provided by the laws of the State of
Delaware.

          (b)  Officers. Subject to the provisions of any validly existing
               --------                                                    
agreement, the Board of Directors may at any meeting remove from office any
officer, with or without cause, and may appoint a successor.

                                  ARTICLE VI
                                  ----------
                                 Capital Stock
                                 -------------
                                        
     6.1  Certificates of Stock. Every stockholder shall be entitled to a
          ---------------------                                           
certificate or certificates for shares of the capital stock of the Corporation
in such form as may be prescribed or authorized by the Board of Directors, duly
numbered and setting forth the number and kind of shares represented thereby.
Such certificates shall be signed by the Chairman of the Board of Directors, or
by the President or a Vice President and by the Treasurer or an Assistant
Treasurer or by the Secretary or an Assistant Secretary. Any or all of such
signatures may be in facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed on a certificate has
ceased to be such officer, transfer agent or registrar before the certificate
has been issued, such certificate may nevertheless be issued and delivered by
the Corporation with the same effect as if he were such officer, transfer agent
or registrar at the date of issue.

     6.2  Transfer of Stock. Shares of the capital stock of the Corporation 
          -----------------                                                 
shall be transferable only upon the books of the Corporation upon the surrender
of the certificate or certificates properly assigned and endorsed for transfer.
If the Corporation has a transfer agent or registrar acting on its behalf, the
signature of any officer or representative thereof may be in facsimile.

     The Board of Directors may appoint a transfer agent and one or more co-
transfer agents and a registrar and one or more co-registrars and may make or
authorize such agents to make all such rules and regulations deemed expedient
concerning the issuance, transfer and registration of shares of stock.

                                      -9-

 
     6.3  Record Dates. In order that the Corporation may determine the
          ------------                                                  
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the Board of Directors may fix in advance a record date
which, in the case of a meeting, shall not be less than ten (10) nor more than
sixty (60) days prior to the scheduled date of such meeting and which, in the
case of any other action, shall be not more than sixty (60) days prior to any
such action permitted by the laws of the State of Delaware. A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the Board of Directors may fix a new record date for the adjourned meeting.

     6.4  Lost Certificates. In case of loss or mutilation or destruction of a
          -----------------                                                    
stock certificate, a duplicate certificate may be issued upon such terms as may
be determined or authorized by the Board of Directors or by the chairman of the
Board of Directors, the President or the Chief Executive Officer if the Board of
Directors does not do so.

                                  ARTICLE VII
                                  -----------
                   Fiscal Year, Bank Deposits, Checks, Etc.
                   ----------------------------------------
                                        
     7.1  Fiscal Year. The fiscal year of the Corporation shall be the calendar
          -----------                                                           
year unless otherwise fixed by resolution of the Board of Directors.

     7.2  Bank Deposit, Checks, Etc. The funds of the Corporation shall be 
          -------------------------                                        
deposited in the name of the Corporation or of any division thereof in such
banks or trust companies in the United States or elsewhere as may be designated
from time to time by the Board of Directors, or by such officer or officers as
the Board of Directors may authorize to make such designations.

     All checks, drafts or other orders for the withdrawal of funds from any
bank account shall be signed by such person or persons as may be designated from
time to time by the Board of Directors. The signatures on checks, drafts or
other orders for the withdrawal of funds may be in facsimile if authorized in
the designation.

                                 ARTICLE VIII
                                 ------------
                               Books and Records
                               -----------------
                                        
     8.1  Place of Keeping Books. The books and records of the Corporation may
          ----------------------                                               
be kept outside of the State of Delaware.

     8.2  Examination of Books. Except as may otherwise be provided by the laws
          --------------------                                                  
of the State of Delaware, the Certificate of Incorporation or these By-laws, the
Board of Directors shall have the power to determine from time to time whether
and to what extent 

                                      -10-

 
and at what times and places and under what conditions any of the accounts,
records and books of the Corporation are to be open to the inspection of any
stockholder. No stockholder shall have any right to inspect any account or book
or document of the Corporation except as prescribed by law or authorized by
express resolution of the stockholders or of the Board of Directors.

                                  ARTICLE IX
                                  ----------
                                    Notices
                                    -------
                                        
     9.1  Requirements of Notice. Whenever notice is required to be given by
          ----------------------                                             
statute, the Certificate of Incorporation or these By-laws, it shall not mean
personal notice unless so specified, but such notice may be given in writing by
depositing the same in a post office, letter box, or mail chute postage prepaid
and addressed to the person to whom such notice is directed at the address of
such person on the records of the Corporation, and such notice shall be deemed
given at the time when the same shall be thus mailed.

     9.2  Waivers. Any stockholder, director or officer may, in writing or by
          -------                                                             
telegram or cable, at any time waive any notice or other formality required by
statute, the Certificate of Incorporation or these By-laws. Such waiver of
notice, whether given before or after any meeting or action, shall be deemed
equivalent to notice. Presence of a stockholder either in person or by proxy at
any meeting of stockholders and presence of any director at any meeting of the
Board of Directors shall constitute a waiver of such notice as may be required
by any statute, the Certificate of incorporation or these By-laws unless such
presence is solely for the purpose of objecting to the lack of notice and such
objection is stated at the commencement of the meeting.

                                   ARTICLE X
                                   ---------
                                     Seal
                                     ----
                                        
     The corporate seal of the Corporation shall be in such form as the Board of
Directors shall determine from time to time and may consist of a facsimile
thereof or the words "Corporate Seal" or "Seal" enclosed in parentheses or
brackets.

                                  ARTICLE XI
                                  ----------
                              Powers of Attorney
                              ------------------
                                        
     The Board of Directors may authorize one or more of the officers of the
Corporation to execute powers of attorney delegating to named representatives or
agents power to represent or act on behalf of the Corporation, with or without
power of substitution.

     In the absence of any action by the Board of Directors, any officer of the
Corporation may execute for and on behalf of the Corporation waivers of notice
of meetings of stockholders and proxies for such meetings of any company in
which the Corporation may hold voting securities.

                                      -11-

 
                                  ARTICLE XII
                                  -----------
                                Indemnification
                                ---------------
                                        
     12.1  Right to Indemnification. Each person who was or is made a party or 
           ------------------------                                   
is threatened to be made a party to or is otherwise involved in any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative, arbitrative or investigative, and whether formal or informal
(hereinafter a "proceeding"), by reason of the fact:

           (i)   that he or she is or was a director or an officer of the
     Corporation, or

           (ii)  that he or she is or was serving at the request of the
     Corporation as a director or officer of another corporation or of a
     partnership, limited liability company, joint venture, trust or other
     enterprise, including service with respect to an employee benefit plan
     (collectively, "another enterprise" or "other enterprise"),

whether either in case (i) or in case (ii), the basis of such proceeding is
alleged action or inaction:

           (x)   in an official capacity as a director or officer of the
     Corporation, or as a director, trustee, officer, employee or agent of such
     other enterprise, or

           (y)   in any other capacity related to the Corporation or such other
     enterprise while so serving as a director, trustee, officer, employee or
     agent,

shall be indemnified and held harmless by the Corporation to the fullest extent
permitted by Section 145 (or any successor provision or provisions) of the
General Corporation Law of the State of Delaware ("DGCL") as the same exists or
may hereafter be amended (but, in the case of any such amendment, with respect
to alleged action or inaction occurring prior to such amendment, only to the
extent that such amendment permits the Corporation to provide broader
indemnification rights than permitted prior thereto), against all expense,
liability and loss (including without limitation attorneys' fees and expenses,
judgments, fines, ERISA excise taxes or penalties and amounts paid in
settlement) actually and reasonably incurred by such person in connection
therewith. The persons indemnified by this Article XII are hereinafter referred
to as "indemnitees."

     Such indemnification as to such alleged action or inaction shall continue
as to an indemnitee who has after such alleged action or inaction ceased to be a
director or officer of the Corporation, or director, trustee, officer, employee
or agent of such other enterprise; and shall inure to the benefit of the
indemnitee's heirs, executors and administrators.

                                      -12-

 
     Notwithstanding the foregoing, except as may be provided by the Board of
Directors, the Corporation shall not indemnify any such indemnitee in connection
with a proceeding (or portion thereof) initiated by such indemnitee unless such
proceeding (or portion thereof) was authorized by the Board of Directors (but
this prohibition shall not apply to a counterclaim, cross-claim or third-party
claim brought by the indemnitee in any proceeding).

     The right to indemnification conferred in this Article XII: (i) shall be a
contract right; (ii) shall not be affected adversely to any indemnitee by any
amendment of these Bylaws with respect to any alleged action or inaction
occurring prior to such amendment; and (iii) shall, subject to any requirements
imposed by law and these Bylaws, include the right to be paid by the Corporation
the expenses (including attorneys' fees) incurred in defending any such
proceeding in advance of its final disposition.

     12.2  Undertakings for Advances of Expenses. If and to the extent the DGCL
           -------------------------------------                           
requires, an advancement by the Corporation of expenses incurred by an
indemnitee pursuant to clause (iii) of the last sentence of Section 12.1 hereof
(hereinafter an "advancement of expenses") shall be made only upon delivery to
the Corporation of an undertaking (hereinafter an "undertaking"), by or on
behalf of such indemnitee, to repay all amounts so advanced if it shall
ultimately be determined by final judicial decision from which there is no
further right to appeal (hereinafter a "final adjudication") that such
indemnitee is not entitled to be indemnified for such expenses under this
Article XII or otherwise.

     12.3  Claims for Indemnification. If a claim for indemnification under
           --------------------------                                 
Section 12.1 is not paid in full by the Corporation within 60 days after it has
been received in writing by the Corporation, except in the case of a claim for
an advancement of expenses, in which case the applicable period shall be 20
days, the indemnitee may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim. If the indemnitee is
successful in whole or in part in any such suit, or in a suit brought by the
Corporation to recover an advancement of expenses pursuant to the terms of an
undertaking, the indemnitee shall be entitled to be paid also the expense of
prosecuting or defending such suit. In any suit brought by the indemnitee to
enforce a right to indemnification hereunder (but not in a suit brought by the
indemnitee to enforce a right to an advancement of expenses) it shall be a
defense that, and in any suit by the Corporation to recover an advancement of
expenses pursuant to the terms of an undertaking the Corporation shall be
entitled to recover such expenses only upon a final adjudication that, the
indemnitee has not met the applicable standard of conduct set forth in Section
145 of the DGCL (or any successor provision or provisions). Neither the failure
of the Corporation (including the Board of Directors, independent legal counsel,
or its stockholders) to have made a determination prior to the commencement of
such suit that indemnification of the indemnitee is proper in the circumstances
because the indemnitee has met the applicable standard of conduct set forth in
Section 145 of the DGCL (or any successor provision or provisions), nor an
actual determination by the Corporation (including the Board of Directors,
independent legal counsel, or its

                                      -13-

 
stockholders) that the indemnitee has not met such applicable standard of
conduct, shall create a presumption that the indemnitee has not met the
applicable standard of conduct or, in the case of such a suit brought by the
indemnitee, be a defense to such suit. In any suit brought by the indemnitee to
enforce a right to indemnification or to an advancement of expenses hereunder,
or by the Corporation to recover an advancement of expenses pursuant to the
terms of an undertaking, the burden of proving that the indemnitee is not
entitled to be indemnified, or to have or retain such advancement of expenses,
under this Article XII or otherwise, shall be on the Corporation.

     12.4  Relationship to Other Rights and Provisions Concerning 
           ------------------------------------------------------
Indemnification. The rights to indemnification and to the advancement of 
---------------                                                          
expenses conferred in this Article XII shall not be exclusive of any other right
which any person may have or hereafter acquire under any statute, the Amended
and Restated Certificate of Incorporation of the Company, any bylaw, agreement,
vote of stockholders or disinterested directors or otherwise.

     12.5  Other Employees and Agents. The Corporation may, to the extent
           --------------------------                                     
authorized from time to time by the Board of Directors, grant rights to
indemnification, and to the advancement of expenses, to any other employee or
agent of the Corporation (or any person serving at the Corporation's request as
a trustee, employee or agent of another enterprise) or to any person who is or
was a director, officer, employee or agent of any of the Corporation's
affiliates, predecessor or subsidiary corporations or of a constituent
corporation absorbed by the Corporation in a consolidation or merger or who is
or was serving at the request of such affiliate, predecessor or subsidiary
corporation or of such constituent corporation as a director, officer, employee
or agent of another enterprise, in each case as determined by the Board of
Directors to the fullest extent of the provisions of this Article XII in cases
of the indemnification and advancement of expenses of directors and officers of
the Corporation, or to any lesser extent (or greater extent, if permitted by
law) determined by the Board of Directors. If so indemnified, such person shall
be included in the term "indemnitee" or "indemnitees" as used in this Article
XII.

     12.6  Insurance. The Corporation may maintain insurance, at its expense, to
           ---------                                                 
protect itself and any director, trustee, officer, employee or agent of the
Corporation or another 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 DGCL.

     12.7  Severability. In the event that any of the provisions of this Article
           ------------                                                  
XII (including any provision within a single section, paragraph or sentence) is
held by a court of competent jurisdiction to be invalid, void or otherwise
unenforceable, the remaining provisions are severable and shall remain
enforceable to the full extent permitted by law.

     12.8  Indemnity Fund. Upon resolution adopted by the Board of Directors,
           --------------                                                     
the Corporation may establish a trust or other designated account, grant a
security interest or 

                                      -14-

 
use other means (including, without limitation, a letter of credit), to ensure
the payment of certain of its obligations arising under this Article XII and/or
agreements which may be entered into between the Corporation and its officers,
directors or agents from time to time.

                                 ARTICLE XIII
                                 ------------
                                  Amendments
                                  ----------
                                        
     These By-laws may be amended or repealed either:

     (a)  at any meeting of stockholders at which a quorum is present by vote of
a majority of the number of shares of stock entitled to vote present in person
or by proxy at such meeting as provided in Article II, Sections 2.4 and 2.5 of
these By-laws, or

     (b)  at any meeting of the Board of Directors by a majority vote of the
directors then in office;

provided that the notice of such meeting of stockholders or directors or waiver
of notice thereof contains a statement of the substance of the proposed
amendment or repeal.

                                      -15-