Bylaws - Fluor Corp.


                             
                             Amended and Restated
                                     BYLAWS
                          (as amended March 13, 2001)
                                       OF
                               FLUOR CORPORATION
                            (a Delaware corporation)

                                   ARTICLE I


                                    OFFICES

     Section 1.01  Registered Office.  The registered office of FLUOR
                   -----------------                                 
CORPORATION (hereinafter called the "Corporation") in the State of Delaware
shall be at 9 East Loockerman Street, City of Dover, County of Kent, 19901 and
the name of the registered agent at that address shall be National Registered
Agents, Inc.

     Section 1.02  Principal Office.  The principal office for the transaction
                   ----------------                                           
of the business of the Corporation shall be at One Enterprise Drive, Aliso
Viejo, California 92656.  The Board of Directors (hereinafter called the
"Board") is hereby granted full power and authority to change said principal
office from one location to another.

     Section 1.03  Other Offices.  The Corporation may also have an office or
                   -------------                                             
offices at such other place or places, either within or without the State of
Delaware, as the Board may from time to time determine or as the business of the
Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     Section 2.01  Annual Meetings.  Annual meetings of the stockholders of the
                   ---------------                                             
Corporation for the purpose of electing directors and for the transaction of
such other proper business as may come before such meetings may be held at such
time, date and place as the Board shall determine by resolution.

     Section 2.02  Special Meetings.  Special meetings of the stockholders of
                   ----------------                                          
the Corporation for any purpose or purposes may be called at any time by the
Board or by a committee of the Board which has been duly created by the Board
and whose powers and authority, as provided in a resolution of the Board or in
the Bylaws of the Corporation, include the power to call such meetings, but such
special meetings may not be  called by any other person or persons; provided,
however, that if and to the extent that any special meeting of stockholders may
be called by any other person or persons specified in any provisions of the
Certificate of Incorporation or any amendment thereto or any certificate filed
under Section 151(g) of the General Corporation Law of the State of Delaware (or
its successor statute as in effect from time to time hereafter), then such
special meeting may also be called by the person or persons, in the manner, at
the times and for the purposes so specified.

                                       1

 
     Section 2.03  Place of Meetings.  All meetings of the stockholders shall be
                   -----------------                                            
held at such places, within or without the State of Delaware, as may from time
to time be designated by the person or persons calling the respective meeting
and specified in the respective notices or waivers of notice thereof.

     Section 2.04  Notice of Stockholder Business and Nominations.
                   ---------------------------------------------- 

     (A) Annual Meetings of Stockholders.  (1) Nominations of persons for
         -------------------------------                                 
election to the Board of Directors of the Corporation and the proposal of
business to be considered by the stockholders may be made at an annual meeting
of stockholders only (a) pursuant to the Corporation's notice of meeting (or any
supplement thereto), (b) by or at the direction of the Board of Directors or (c)
by any stockholder of the Corporation who was a stockholder of record of the
Corporation at the time the notice provided for in this Section 2.04 is
delivered to the Secretary of the Corporation, who is entitled to vote at the
meeting and who complies with the notice procedures set forth in this Section 5.

          (2) For nominations or other business to be properly brought before an
annual meeting by a stockholder pursuant to clause (c) of paragraph (A)(1) of
this Section 2.04, the stockholder must have given timely notice thereof in
writing to the Secretary of the Corporation and any such proposed business other
than the nominations of persons for election to the Board of Directors must
constitute a proper matter for stockholder action.  To be timely, a
stockholder's notice shall be delivered to the Secretary at the principal
executive offices of the Corporation not later than the close of business on the
ninetieth day nor earlier than the close of business on the one hundred
twentieth day prior to the first anniversary of the preceding year's annual
meeting (provided, however, that in the event that the date of the annual
meeting is more than thirty days before or more than seventy days after such
anniversary date, notice by the stockholder must be so delivered not earlier
than the close of business on the one hundred twentieth day prior to such annual
meeting and not later than the close of business on the later of the ninetieth
day prior to such annual meeting or the tenth day following the day on which
public announcement of the date of such meeting is first made by the
Corporation).  In no event shall the public announcement of an adjournment or
postponement of an annual meeting commence a new time period (or extend any time
period) for the giving of a stockholder's notice as described above.  Such
stockholder's notice shall set forth: (a) as to each person whom the stockholder
proposes to nominate for election as a director all information relating to such
person that is required to be disclosed in solicitations of proxies for election
of directors in an election contest, or is otherwise required, in each case
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended
(the "Exchange Act") and Rule 14a-11 thereunder (and such person's written
consent to being named in the proxy statement as a nominee and to serving as a
director if elected); (b) as to any other business that the stockholder proposes
to bring before the meeting, a brief description of the business desired to be
brought before the meeting, the text of the proposal or business (including the
text of any resolutions proposed for consideration and in the event that such
business includes a proposal to amend the Bylaws of the Corporation, the
language of the proposed amendment), the reasons for conducting such business at
the meeting and any material interest in such business of such stockholder and
the beneficial owner, if any, on whose behalf the proposal is made; and (c) as
to the stockholder giving the notice and the beneficial owner, if 

                                       2

 
any, on whose behalf the nomination or proposal is made (i) the name and address
of such stockholder, as they appear on the Corporation's books, and of such
beneficial owner, (ii) the class and number of shares of capital stock of the
Corporation which are owned beneficially and of record by such stockholder and
such beneficial owner, (iii) a representation that the stockholder is a holder
of record of stock of the Corporation entitled to vote at such meeting and
intends to appear in person or by proxy at the meeting to propose such business
or nomination, and (iv) a representation whether the stockholder or the
beneficial owner, if any, intends or is part of a group which intends (a) to
deliver a proxy statement and/or form of proxy to holders of at least the
percentage of the Corporation's outstanding capital stock required to approve or
adopt the proposal or elect the nominee and/or (b) otherwise to solicit proxies
from stockholders in support of such proposal or nomination. The foregoing
notice requirements shall be deemed satisfied by a stockholder if the
stockholder has notified the Corporation of his or her intention to present a
proposal at an annual meeting in compliance with Rule 14a-8 (or any successor
thereof) promulgated under the Exchange Act and such stockholder's proposal has
been included in a proxy statement that has been prepared by the Corporation to
solicit proxies for such annual meeting. The Corporation may require any
proposed nominee to furnish such other information as it may reasonably require
to determine the eligibility of such proposed nominee to serve as a director of
the Corporation.

          (3) Notwithstanding anything in the second sentence of paragraph
(A)(2) of this Section 2.04 to the contrary, in the event that the number of
directors to be elected to the Board of Directors of the Corporation at an
annual meeting is increased and there is no public announcement by the
Corporation naming the nominees for the additional directorships at least one
hundred days prior to the first anniversary of the preceding year's annual
meeting, a stockholder's notice required by this Section 2.04 shall also be
considered timely, but only with respect to nominees for the additional
directorships, if it shall be delivered to the Secretary at the principal
executive offices of the Corporation not later than the close of business on the
tenth day following the day on which such public announcement is first made by
the Corporation.

     (B) Special Meetings of Stockholders.  Only such business shall be
         --------------------------------                              
conducted at a special meeting of stockholders as shall have been brought before
the meeting pursuant to the Corporation's notice of meeting.  Nominations of
persons for election to the Board of Directors may be made at a special meeting
of stockholders at which directors are to be elected pursuant to the
Corporation's notice of meeting (1) by or at the direction of the Board of
Directors or (2) provided that the Board of Directors has determined that
directors shall be elected at such meeting, by any stockholder of the
Corporation who is a stockholder of record at the time the notice provided for
in this Section 2.04 is delivered to the Secretary of the Corporation, who is
entitled to vote at the meeting and upon such election and who complies with the
notice procedures set forth in this Section 2.04. In the event the Corporation
calls a special meeting of stockholders for the purpose of electing one or more
directors to the Board of Directors, any such stockholder entitled to vote in
such election of directors may nominate a person or persons (as the case may be)
for election to such position(s) as specified in the Corporation's notice of
meeting, if the stockholder's notice required by paragraph (A)(2) of this
Section 2.04 shall be delivered to the Secretary at the principal executive
offices of the Corporation not earlier than the close of business on the one
hundred twentieth day prior to such special meeting and not later than the close
of business on the later of the ninetieth day prior to such special meeting or
the

                                       3

 
tenth day following the day on which public announcement is first made of
the date of the special meeting and of the nominees proposed by the Board of
Directors to be elected at such meeting.  In no event shall the public
announcement of an adjournment or postponement of a special meeting commence a
new time period (or extend any time period) for the giving of a stockholder's
notice as described above.

     (C) General.  (1) Only such persons who are nominated in accordance with
the procedures set forth in this Section 2.04 shall be eligible to be elected at
an annual or special meeting of stockholders of the Corporation to serve as
directors and only such business shall be conducted at a meeting of stockholders
as shall have been brought before the meeting in accordance with the procedures
set forth in this Section 2.04.  Except as otherwise provided by law, the
chairman of the meeting shall have the power and duty (a) to determine whether a
nomination or any business proposed to be brought before the meeting was made or
proposed, as the case may be, in accordance with the procedures set forth in
this Section 2.04 (including whether the stockholder or beneficial owner, if
any, on whose behalf the nomination or proposal is made solicited (or is part of
a group which solicited) or did not so solicit, as the case may be, proxies in
support of such stockholder's nominee or proposal in compliance with such
stockholder's representation as required by clause (A)(2)(c)(iv) of this Section
2.04) and (b) if any proposed nomination or business was not made or proposed in
compliance with this Section 2.04, to declare that such nomination shall be
disregarded or that such proposed business shall not be transacted.
Notwithstanding the foregoing provisions of this Section 5, if the stockholder
(or a qualified representative of the stockholder) does not appear at the annual
or special meeting of stockholders of the Corporation to present a nomination or
business, such nomination shall be disregarded and such proposed business shall
not be transacted, notwithstanding that proxies in respect of such vote may have
been received by the Corporation.

          (2) For purposes of this Section 2.04, "public announcement" shall
include disclosure in a press release reported by the Dow Jones News Service,
Associated Press or comparable national news service or in a document publicly
filed by the Corporation with the Securities and Exchange Commission pursuant to
Section 13, 14 or 15(d) of the Exchange Act.

          (3) Notwithstanding the foregoing provisions of this Section 2.04, a
stockholder shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to the matters set
forth in this Section 2.04.  Nothing in this Section 2.04 shall be deemed to
affect any rights (a) of stockholders to request inclusion of proposals in the
Corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act or
(b) of the holders of any series of Preferred Stock to elect directors pursuant
to any applicable provisions of the certificate of incorporation.

     Section 2.05  Notice of Meetings.  Except as otherwise required by law, the
                   ------------------                                           
certificate of incorporation or the Bylaws, notice of each meeting of the
stockholders, whether annual or special, shall be given not less than 10 nor
more than 60 days before the date of the meeting to each stockholder of record
entitled to vote at such meeting by delivering a notice thereof to him or her
personally, or by depositing such notice in the United States mail, in a postage
prepaid envelope, directed to him or her at his or her post office address
furnished by him or her to the Secretary of the Corporation for such purpose or,
if he or she shall not have furnished to the 

                                       4

 
Secretary his or her address for such purposes [or if otherwise consented to by
such stockholder], then at his or her post office address last known to the
Secretary, or by transmitting a notice thereof to him or her at such address by
means of electronic transmission. Except as otherwise expressly required by law,
no publication of any notice of a meeting of the stockholders shall be required.
Every notice of a meeting of the stockholders shall state the place, date and
hour of the meeting, and, in the case of a special meeting, shall also state the
purpose or purposes for which the meeting is called. Notice of any meeting of
stockholders shall not be required to be given to any stockholder who shall have
waived such notice and such notice shall be deemed waived by any stockholder who
shall attend such meeting in person or by proxy, except a stockholder who shall
attend such meeting for the express purpose of objecting, at the beginning of
the meeting, to the transaction of any business because the meeting is not
lawfully called or convened. Except as otherwise expressly required by law,
notice of any adjourned meeting of the stockholders need not be given if the
time and place thereof are announced at the meeting at which the adjournment is
taken.

     Section 2.06  Quorum.  Except in the case of any meeting for the election
                   ------                                                     
of directors summarily ordered as provided by law, the holders of record of a
majority of the voting power of the shares of stock of the Corporation entitled
to be voted thereat, present in person or by proxy, shall constitute a quorum
for the transaction of business at any meeting of the stockholders of the
Corporation or any adjournment thereof.  In the absence of a quorum at any
meeting or any adjournment thereof, the holders of a majority of the voting
power of the stockholders present in person or by proxy and entitled to vote
thereat or, in the absence therefrom of all the stockholders, any officer
entitled to preside at, or to act as secretary of, such meeting may adjourn such
meeting from time to time.  At any such adjourned meeting at which a quorum is
present any business may be transacted which might have been transacted at the
meeting as originally called.

     Section 2.07  Voting.
                   ------ 

     (a) Except as otherwise provided by or pursuant to the provisions of the
certificate of incorporation, each stockholder entitled to vote at any meeting
of stockholders shall be entitled to one vote for each share of stock held by
such stockholder which has voting power upon the matter in question.  Each
stockholder shall, at each meeting of the stockholders, be entitled to vote in
person or by proxy each share or fractional share of the stock of the
Corporation having voting rights on the matter in question and which shall have
been held by him or her and registered in his or her name on the books of the
Corporation:

         (i) on the date fixed pursuant to Section 6.05 of the Bylaws as the
record date for the determination of stockholders entitled to notice of and to
vote at such meeting, or

         (ii) if no such record date shall have been so fixed, then (a) at the
close of business on the day next preceding the day on which notice of the
meeting shall be given or (b) if notice of the meeting shall be waived, at the
close of business on the day next preceding the day on which meeting shall be
held.

                                       5

 
     (b) Shares of its own stock belonging to the corporation or to another
corporation, if a majority of the shares entitled to vote in the election of
directors of such other corporation is held, directly or indirectly, by the
corporation, shall neither be entitled to vote nor be counted for quorum
purposes; provided, however, that the foregoing shall not limit the right of the
corporation or any subsidiary of the corporation to vote stock, including but
not limited to its own stock, held by it in a fiduciary capacity.  Persons
holding stock of the Corporation in a fiduciary capacity shall be entitled to
vote such stock. Persons whose stock is pledged shall be entitled to vote,
unless in the transfer by the pledgor on the books of the Corporation such
person has expressly empowered the pledgee to vote thereon, in which case only
the pledgee, or such person's proxy, may represent such stock and vote thereon.
Stock having voting power standing of record in the names of two or more
persons, whether fiduciaries, members of a partnership, joint tenants, tenants
in common, tenants by the entirety or otherwise, or if two or more persons have
the same fiduciary relationship respecting the same shares, shall be voted in
accordance with the provisions of the General Corporation Law of the State of
Delaware.

     (c) Any such voting rights may be exercised by the stockholder entitled
thereto in person or by his or her proxy or by his or her attorney thereunto
authorized and delivered to the secretary of the meeting; provided, however,
that no proxy shall be voted or acted upon after three years from its date
unless said proxy shall provide for a longer period.  The attendance at any
meeting by a stockholder who may theretofore have given a proxy shall not have
the effect of revoking the same unless he or she shall in writing so notify the
secretary of the meeting prior to the voting of the proxy.  At all meetings of
stockholders for the election of directors a plurality of the votes cast shall
be sufficient to elect.  All other elections and questions shall, unless
otherwise provided by the certificate of incorporation, these by-laws, the rules
or regulations of any stock exchange applicable to the corporation, or
applicable law or pursuant to any regulation applicable to the corporation or
its securities, be decided by the affirmative vote of the holders of a majority
in voting power of the shares of stock of the corporation which are present in
person or by proxy and entitled to vote thereon.  The vote at any meeting of the
stockholders on any question need not be by ballot, unless so directed by the
chairman of the meeting.  On a vote by ballot each ballot shall be signed by the
stockholder voting, or by his or her proxy, if there be such proxy, and it shall
state the number of shares voted.

     Section 2.08  List of Stockholders.  The Secretary shall prepare and make,
                   --------------------                                        
at least ten (10) days before every meeting of stockholders, a complete list of
the stockholders entitled to vote at the meeting, arranged in alphabetical
order, and showing the address of each stockholder and the number of shares
registered in the name of each stockholder.  Such list shall be open to the
examination of any stockholder, for any purpose germane to the meeting, as
required by applicable law.  Except as otherwise provided by law, the stock
ledger shall be the only evidence as to who are the stockholders entitled to
examine the stock ledger, the list of stockholders or the books of the
corporation, or to vote in person or by proxy at any meeting of stockholders.

     Section 2.09  Inspectors of Election.  The corporation may, and shall if
                   ----------------------                                    
required by law, in advance of any meeting of stockholders, appoint one or more
inspectors of election, who may be employees of the corporation, to act at the
meeting or any adjournment thereof and to make a written report thereof.  The
corporation may designate one or more persons as alternate inspectors to replace
any inspector who fails to act.  In the event that no inspector so appointed 

                                       6

 
or designated is able to act at a meeting of stockholders, the person presiding
at the meeting shall appoint one or more inspectors to act at the meeting. Each
inspector, before entering upon the discharge of his or her duties, shall take
and sign an oath to execute faithfully the duties of inspector with strict
impartiality and according to the best of his or her ability. The inspector or
inspectors so appointed or designated shall (i) ascertain the number of shares
of capital stock of the corporation outstanding and the voting power of each
such share, (ii) determine the shares of capital stock of the corporation
represented at the meeting and the validity of proxies and ballots, (iii) count
all votes and ballots, (iv) determine and retain for a reasonable period a
record of the disposition of any challenges made to any determination by the
inspectors, and (v) certify their determination of the number of shares of
capital stock of the corporation represented at the meeting and such inspectors'
count of all votes and ballots. Such certification and report shall specify such
other information as may be required by law. In determining the validity and
counting of proxies and ballots cast at any meeting of stockholders of the
corporation, the inspectors may consider such information as is permitted by
applicable law. No person who is a candidate for an office at an election may
serve as an inspector at such election.


                                  ARTICLE III

                               BOARD OF DIRECTORS

     Section 3.01  General Powers.  The property, business and affairs of the
                   --------------                                            
Corporation shall be managed by the Board.

     Section 3.02  Number. The authorized number of Directors of the Corporation
                   ------                                                       
shall be fourteen and such authorized number shall not be changed except by a
Bylaw or amendment thereof duly adopted by the stockholders in accordance with
the Certificate of Incorporation or by the Board amending this Section 3.02.

     Section 3.03  Election of Directors.  The directors shall be elected by the
                   ---------------------                                        
stockholders of the Corporation, and at each election the persons receiving the
greatest number of votes, up to the number of directors then to be elected,
shall be the persons then elected.  The election of directors is subject to any
provisions contained in the Certificate of Incorporation relating thereto,
including any provisions for a classified board.

     Section 3.04  Mandatory Retirement.  The Chairman of the Board and the
                   --------------------                                    
President and any former Chairman of the Board and any former President, if
serving as a director of the Corporation at age 72, shall retire from the Board
at the end of the calendar year in which his or her 72nd birthday occurs.  Each
other employee or former employee of the Corporation or its subsidiaries serving
as a director of the Corporation at age 65 shall retire from the Board at the
end of the calendar year in which his or her 65th birthday occurs unless the
Chairman of the Board recommends and the Board approves his or her continued
service as a non-employee director.  Each other employee of the Corporation or
its subsidiaries under age 65 serving as a director of the Corporation who
elects to take early retirement or who for any other reason is no longer an
officer of the Corporation or its subsidiaries shall retire from the Board as of
the date he or she ceases to be an officer unless the Chairman of the Board
recommends and the Board approves his or her continued directorship.  Each non-
employee director of the Corporation 

                                       7

 
serving at age 72 shall retire from the Board at the end of the calendar year in
which his or her 72nd birthday occurs. For purposes of this Section, "end of the
calendar year" shall include the period ending with the seventh day of January
next following.

     Section 3.05  Resignations.  Any director of the Corporation may resign at
                   ------------                                                
any time by giving written notice to the Board or to the Secretary of the
Corporation.  Any such resignation shall take effect at the time specified
therein, or, if the time be not specified, it shall take effect immediately upon
its receipt; and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.

     Section 3.06  Vacancies.  Except as otherwise provided in the Certificate
                   ---------                                                  
of Incorporation, any vacancy in the Board, whether because of death,
resignation, disqualification, an increase in the number of directors, or any
other cause, shall be filled solely by the affirmative vote of a majority of the
remaining directors then in office, even though less than a quorum of the Board.
Any director so chosen shall hold office until the next election of the class
for which such director shall have been chosen and until such director's
successor shall be elected and qualified.  No decrease in the number of
directors shall shorten the term of any incumbent director.

     Section 3.07  Place of Meeting, etc.  The Board may hold any of its
                   ---------------------                                
meetings at such place or places within or without the State of Delaware and at
such times as the Board may from time to time determine.  Directors may
participate in any regular or special meeting of the Board by means of
conference telephone or other communications equipment pursuant to which all
persons participating in the meeting of the Board can hear each other, and such
participation shall constitute presence in person at such meeting.

     Section 3.08  First Meeting.  The Board shall meet as soon as practicable
                   -------------                                              
after each annual election of directors and notice of such first meeting shall
not be required.

     Section 3.09  Regular Meetings.  Regular meetings of the Board may be held
                   ----------------                                            
at such times as the Board shall from time to time by resolution determine.  If
any day fixed for a meeting shall be a legal holiday at the place where the
meeting is to be held, then the meeting shall be held at the same hour and place
on the next succeeding business day not a legal holiday.  Except as provided by
law, notice of regular meetings need not be given.

     Section 3.10  Special Meetings.  Special meetings of the Board may be
                   ----------------                                       
called at any time by the Chairman of the Board or the President or by any two
directors, to be held at the principal office of the Corporation, or at such
other place or places, within or without the State of Delaware, as the person or
persons calling the meeting may designate.  Notice of all special meetings of
the Board shall be given to each director by two days' service of the same by
telegram, by letter, or personally.  Such notice may be waived by any director
and any meeting shall be a legal meeting without notice having been given if all
the directors shall be present thereat or if those not present shall, either
before or after the meeting, sign a written waiver of notice of, or a consent
to, such meeting or shall after the meeting sign the approval of the minutes
thereof.  All such waivers, consents or approvals shall be filed with the
corporate records or be made a part of the minutes of the meeting.

                                       8

 
     Section 3.11  Quorum and Manner of Acting.  Except as otherwise provided in
                   ---------------------------                                  
the Bylaws or by law, the presence of a majority of the whole Board of Directors
shall constitute a quorum for the transaction of business at any meeting of the
Board, and all matters shall be decided at any such meeting, a quorum being
present, by the affirmative votes of a majority of the directors present.  In
the absence of a quorum, a majority of directors present at any meeting may
adjourn the same from time to time until a quorum shall be present.  Notice of
any adjourned meeting need not be given.  The directors shall act only as a
Board, and the individual directors shall have no power as such.

     Section 3.12  Action by Consent.  Unless otherwise restricted by the
                   -----------------                                     
certificate of incorporation or these by-laws, any action required or permitted
to be taken at any meeting of the Board of Directors, or of any committee
thereof, may be taken without a meeting if all members of the Board of Directors
or such committee, as the case may be, consent thereto in writing or by
electronic means, and such consents are filed with the minutes of proceedings of
the Board of Directors or such committee.

     Section 3.13  Compensation.  No stated salary need be paid directors, as
                   ------------                                              
such, for their services, but, by resolution of the Board, a fixed sum and
expenses of attendance, if any, may be allowed for attendance at each regular or
special meeting of the Board or an annual directors' fee may be paid; provided
that nothing herein contained shall be construed to preclude any director from
serving the Corporation in any other capacity and receiving compensation
therefore.  Members of special or standing committees may be allowed like
compensation for attending committee meetings.

     Section 3.14  Committees.  The Board may, by resolution passed by the
                   ----------                                             
Board, designate one or more committees, each committee to consist of one or
more of the directors of the Corporation.  Former employees of the Corporation
or its subsidiaries who are no longer officers of the Corporation or its
subsidiaries, if serving as a director of the Corporation, shall not be eligible
to serve as a member of any committee of the Board.  Except as otherwise
provided in the Board resolution designating a committee, the presence of a
majority of the authorized number of members of such committee shall be required
to constitute a quorum for the transaction of business at any meeting of such
committee.  Any such committee, to the extent provided in the resolution of the
Board, shall have and may exercise all the powers and authority of the Board in
the management of the business and affairs of the Corporation, and may authorize
the seal of the Corporation to be affixed to all papers which may require it;
but no such committee shall have any power or authority in reference to amending
the Certificate of Incorporation, adopting an agreement of merger or
consolidation, recommending to the stockholders the sale, lease or exchange of
all or substantially all of the Corporation's property and assets, recommending
to the stockholders a dissolution of the Corporation or a revocation of the
dissolution, or amending the Bylaws of the Corporation; and unless the
resolution of the Board expressly so provides, no such committee shall have the
power or authority to declare a dividend or to authorize the issuance of stock.
Any such committee shall keep written minutes of its meetings and report the
same to the Board at the next regular meeting of the Board.

                                       9

 
     Section 3.15  Officers of the Board.  The Board shall have a Chairman of
                   ---------------------                                     
the Board and may, at the discretion of the Board, have a Vice Chairman and
other officers.  The Chairman of the Board and the Vice Chairman shall be
appointed from time to time by the Board, unless such positions are elected
offices of the Corporation, currently filled, and shall have such powers and
duties as shall be designated by the Board.


                                   ARTICLE IV

                                    OFFICERS

     Section 4.01  Officers.  The officers of the Corporation shall be a
                   --------                                             
Chairman of the Board, a Chief Executive Officer, a Secretary, a Treasurer and
such other officers as may be appointed by the Board as the business of the
Corporation may require.  Officers shall have such powers and duties as are
permitted or required by law or as may be specified by or in accordance with
resolutions of the Board.  Any number of offices may be held by the same person.
Unless the Board shall otherwise determine, the Chairman of the Board shall be
the Chief Executive Officer of the Corporation.  In the absence of any contrary
determination by the Board, the Chief Executive Officer shall, subject to the
power and authority of the Board, have general supervision, direction and
control of the officers, employees, business and affairs of the Corporation.

     Section 4.02  Election and Term.  The officers of the Corporation shall be
                   -----------------                                           
elected annually by the Board.  The Board may at any time and from time to time
elect such additional officers as the business of the Corporation may require.
Each officer shall hold his or her office until his or her successor is elected
and qualified or until his or her earlier resignation or removal.

     Section 4.03  Removal and Resignation.  Any officer may be removed, either
                   -----------------------                                     
with or without cause, by a majority of the directors at the time in office, at
any regular or special meeting of the Board.  Any officer may resign at any time
by giving notice to the Board.  Such resignation shall take effect at the time
specified in such notice or, in the absence of such specification, at the date
of the receipt by the Board of such notice.  Unless otherwise specified in such
notice, the acceptance of such resignation shall not be necessary to make it
effective.

     Section 4.04  Vacancies.  Any vacancy occurring in any office of the
                   ---------                                             
Corporation by death, resignation, removal or otherwise, shall be filled in the
manner prescribed in these Bylaws for the regular appointment to such office.


                                   ARTICLE V

                 CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

     Section 5.01  Execution of Contracts.  The Board, except as in the Bylaws
                   ----------------------                                     
otherwise provided, may authorize any officer or officers, agent or agents, to
enter into any contract or execute any instrument in the name and on behalf of
the Corporation, and such authority may be general or confined to specific
instances; and unless so authorized by the Board or by the 

                                       10

 
Bylaws, no officer, agent or employee shall have any power or authority to bind
the Corporation by any contract or engagement or to pledge its credit or to
render it liable for any purpose or in any amount.

     Section 5.02  Checks, Drafts, etc.  All checks, drafts or other orders for
                   -------------------                                         
payment of money, notes or other evidence of indebtedness, issued in the name of
or payable to the Corporation, shall be signed or endorsed by such person or
persons and in such manner as, from time to time, shall be determined by
resolution of the Board.  Each such person shall give such bond, if any, as the
Board may require.

     Section 5.03  Deposit.  All funds of the Corporation not otherwise employed
                   -------                                                      
shall be deposited from time to time to the credit of the Corporation in such
banks, trust companies or other depositories as the Board may select, or as may
be selected by any officer or officers, assistant or assistants, agent or
agents, or attorney or attorneys of the Corporation to whom such power shall
have been delegated by the Board.  For the purpose of deposit and for the
purpose of collection for the account of the Corporation, the Chief Executive
Officer, the President or the Treasurer (or any other officer or officers,
assistant or assistants, agent or agents, or attorney or attorneys of the
Corporation who shall from time to time be determined by the Board) may endorse,
assign and deliver checks, drafts and other orders for the payment of money
which are payable to the order of the Corporation.

     Section 5.04  General and Special Bank Accounts.  The Board may from time
                   ---------------------------------                          
to time authorize the opening and keeping of general and special bank accounts
with such banks, trust companies or other depositories as the Board may select
or as may be selected by any officer or officers, assistant or assistants, agent
or agents, or attorney or attorneys of the Corporation to whom such power shall
have been delegated by the Board.  The Board may make such special rules and
regulations with respect to such bank accounts, not inconsistent with the
provisions of the Bylaws, as it may deem expedient.


                                   ARTICLE VI

                           SHARES AND THEIR TRANSFER

     Section 6.01  Certificates for Stock.  Every owner of stock of the
                   ----------------------                              
Corporation shall be entitled to have a certificate or certificates, to be in
such form as the Board shall prescribe, certifying the number and class of
shares of the stock of the Corporation owned by him or her. The certificates
representing shares of such stock shall be numbered in the order in which they
shall be issued and shall be signed in the name of the Corporation by the
President and by the Secretary.  Any or all of the signatures on the
certificates may be a facsimile.  In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon any
such certificate shall thereafter have ceased to be such officer, transfer agent
or registrar before such certificate is issued, such certificate may
nevertheless be issued by the Corporation with the same effect as though the
person who signed such certificate, or whose facsimile signature shall have been
placed thereupon, were such officer, transfer agent or registrar at the date of
issue.  A record shall be kept of the respective names of the persons, firms or
corporations owning the stock represented by such certificates, the number and
class of shares represented by such 

                                       11

 
certificates, respectively, and the respective dates thereof, and in case of
cancellation the respective dates of cancellation. Every certificate surrendered
to the Corporation for exchange or 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, except
in cases provided for in Section 6.04 of the Bylaws.

     Section 6.02  Transfers of Stock.  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 or her attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary, or with a transfer clerk or
a transfer agent appointed as provided in Section 6.03 of the Bylaws, and upon
surrender of the certificate or certificates for such shares properly endorsed
and the payment of all taxes thereon.  The person in whose name shares of stock
stand on the books of the Corporation shall be deemed the owner thereof for all
purposes as regards the Corporation.  Whenever any transfer of shares shall be
made for collateral security, and not absolutely, such fact shall be stated
expressly in the entry of transfer if, when the certificate or certificates
shall be presented to the Corporation for transfer, both the transferor and the
transferee request the Corporation to do so.

     Section 6.03  Regulations.  The Board may make such rules and regulations
                   -----------                                                
as it may deem expedient, not inconsistent with the Bylaws, concerning the
issue, transfer and registration of certificates for shares of the stock of the
Corporation.  It may appoint, or authorize any officer or officers to appoint,
one or more transfer clerks or one or more transfer agents and one or more
registrars, and may require all certificates for stock to bear the signature or
signatures of any of them.

     Section 6.04  Lost, Stolen, Destroyed, And Mutilated Certificates.  In any
                   ---------------------------------------------------         
case of loss, theft, destruction, or mutilation of any certificate of stock,
another may be issued in its place upon proof of such loss, theft, destruction,
or mutilation and upon the giving of a bond of indemnity to the Corporation in
such form and in such sum as the Board may direct; provided, however, that a new
certificate may be issued without requiring any bond when, in the judgment of
the Board, it is proper so to do.

     Section 6.05  Fixing Date for Determination of Stockholders of Record.  In
                   -------------------------------------------------------     
order that the Corporation may determine the stockholders entitled to notice of
or to vote at any meeting of stockholders or any adjournment thereof, or
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 other
change, conversion or exchange of stock or for the purpose of any other lawful
action, the Board may fix, in advance, a record date, which shall not be more
than 60 nor less than 10 days before the date of such meeting, nor more than 60
days prior to any other action.  If, in any case involving the determination of
stockholders for any purpose other than notice of or voting at a meeting of
stockholders, the Board shall not fix such a record date, the record date for
determining stockholders for such purpose shall be the close of business on the
day on which the Board shall adopt the resolution relating thereto.  A
determination of stockholders entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of such meeting; provided, however,
that the Board may fix a new record date for the adjourned meeting.

                                       12

 
                                  ARTICLE VII

                                 MISCELLANEOUS

     Section 7.01  Seal.  The Board shall provide a corporate seal, which shall
                   ----                                                        
be in the form of a circle and shall bear the name of the Corporation and words
and figures showing that the Corporation was incorporated in the State of
Delaware and the year of incorporation.

     Section 7.02  Waiver of Notices.  Whenever notice is required to be given
                   -----------------                                          
by the Bylaws or the Certificate of Incorporation or by law, the person entitled
to said notice may waive such notice in writing, either before or after the time
stated therein, and such waiver shall be deemed equivalent to notice.

     Section 7.03  Fiscal Year.  The fiscal year of the Corporation shall end on
                   -----------                                                  
the 31st day of December of each year.

     Section 7.04  Amendments.  The Bylaws, or any of them, may be rescinded,
                   ----------                                                
altered, amended or repealed, and new Bylaws may be made, (i) by the Board, by
vote of a majority of the number of directors then in office as directors,
acting at any meeting of the Board, or (ii) by the vote of the holders of not
less than 80% of the total voting power of all outstanding shares of voting
stock of the Corporation, at any annual meeting of stockholders, without
previous notice, or at any special meeting of stockholders, provided that notice
of such proposed amendment, modification, repeal or adoption is given in the
notice of special meeting.  Any Bylaws made or altered by the stockholders may
be altered or repealed by the Board or may be altered or repealed by the
stockholders.

                                       13