
<PAGE>

                                                                     EXHIBIT 3.2

                               RESTATED  BYLAWS
                                      OF
                                   NNG, INC.

                           (A Delaware Corporation)

                                   ARTICLE I

                                    OFFICES

     Section 1.01. Registered Office. The registered office of NNG, Inc. (the
                   -----------------
 "Corporation") in the State of Delaware shall be at Corporation Trust Center,
 1209 Orange Street, City of Wilmington, County of New Castle, and the name of
 the registered agent at that address shall be The Corporation Trust Company.

     Section 1.02.  Principal Executive Office.  The principal executive office
                    --------------------------
of the Corporation shall be located at 1840 Century Park East, Los Angeles,
California 90067.  The Board of Directors of the Corporation (the "Board of
Directors") may change the location of said principal executive office.

     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 of Directors 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.  The annual meeting of stockholders of the
                    ---------------
Corporation shall be held between May 1 and July 1 of each year on such date and
at such time as the Board of Directors shall determine.  At each annual meeting
of stockholders, directors shall be elected in accordance with the provisions of
Section 3.04 hereof and any other proper business may be transacted.

     Section 2.02.  Special Meetings.  Special meetings of stockholders for any
                    ----------------
purpose or purposes may be called at any time by a majority of the Board of
Directors, the Chairman of the Board, or by the President and Chief Executive
Officer.  Special meetings may not be called by any other person or persons.
Each special meeting shall be held at such date and time as is requested by the
person or persons calling the meeting, within the limits fixed by law.

     Section 2.03.  Place of Meetings.  Each annual or special meeting of
                    -----------------
stockholders shall be held at such location as may be determined by the Board of
Directors or, if no such determination is made, at such place as may be
determined by the Chairman of the Board.  If no location is so determined, any
annual or special meeting shall be held at the principal executive office of the
Corporation.
<PAGE>

     Section 2.04.  Notice of Meetings.  Written notice of each annual or
                    ------------------
special meeting of stockholders stating the date and time when, and the place
where, it is to be held shall be delivered either personally or by mail to
stockholders entitled to vote at such meeting not less than ten (10) nor more
than sixty (60) days before the date of the meeting.  The purpose or purposes
for which the meeting is called may, in the case of an annual meeting, and
shall, in the case of a special meeting, also be stated.  If mailed, such notice
shall be directed to a stockholder at his address as it shall appear on the
stock books of the Corporation, unless he shall have filed with the Secretary of
the Corporation a written request that notices intended for him be mailed to
some other address, in which case such notice shall be mailed to the address
designated in such request.

     Section 2.05.  Conduct of Meetings.  All annual and special meetings of
                    -------------------
stockholders shall be conducted in accordance with such rules and procedures as
the Board of Directors may determine subject to the requirements of applicable
law and, as to matters not governed by such rules and procedures, as the
chairman of such meeting shall determine.  The chairman of any annual or special
meeting of stockholders shall be the Chairman of the Board.  The Secretary, or
in the absence of the Secretary, a person designated by the Chairman of the
Board, shall act as secretary of the meeting.

     Section 2.06.  Notice of Stockholder Business and Nominations. Nominations
                    ----------------------------------------------
of persons for election to the Board and the proposal of business to be
transacted by the stockholders may be made at an annual meeting of stockholders
(a) pursuant to the Corporation's notice with respect to such meeting, (b) by or
at the direction of the Board or (c) by any stockholder of record of the
Corporation who was a stockholder of record at the time of the giving of the
notice provided for in the following paragraph, who is entitled to vote at the
meeting and who has complied with the notice procedures set forth in this
section.

     For nominations or other business to be properly brought before an annual
meeting by a stockholder pursuant to clause (c) of the foregoing paragraph, (1)
the stockholder must have given timely notice thereof in writing to the
Secretary of the Corporation, (2) such business must be a proper matter for
stockholder action under the General Corporation Law of the State of Delaware,
(3) if the stockholder, or the beneficial owner on whose behalf any such
proposal or nomination is made, has provided the Corporation with a Solicitation
Notice, as that term is defined in subclause (c )(iii) of this paragraph, such
stockholder or beneficial owner must, in the case of a proposal, have delivered
a proxy statement and form of proxy to holders of at least the percentage of the
Corporation's voting shares required under applicable law to carry any such
proposal, or, in the case of a nomination or nominations, have delivered a proxy
statement and form of proxy to holders of a percentage of the Corporation's
voting shares reasonably believed by such stockholder or beneficial holder to be
sufficient to elect the nominee or nominees proposed to be nominated by such
stockholder, and must, in either case, have included in such materials the
Solicitation Notice and (4) if no Solicitation Notice relating thereto has been
timely provided pursuant to this section, the stockholder or beneficial owner
proposing such business or nomination must not have solicited a number of
proxies sufficient to have required the delivery of such a Solicitation Notice
under this section.  To be timely, a stockholder's notice shall be delivered to
the Secretary at the principal executive offices of the Corporation not less
than 45 or more than 75 days prior to the first anniversary (the "Anniversary")
of the date on which the Corporation first mailed its proxy materials for the
preceding year's annual meeting of

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stockholders; provided, however, that if the date of the annual meeting is
advanced more than 30 days prior to or delayed by more than 30 days after the
anniversary of the preceding year's annual meeting, notice by the stockholder to
be more timely must be so delivered not later than the close of business on the
later of (i) the 90th day prior to such annual meeting or (ii) the 10th day
following the day on which public announcement of the date of such meeting is
first made. In no event shall the public announcement of an adjournment of an
annual meeting commence a new time period for the filing of a stockholder's
notice as described herein. Such stockholder's notice shall set forth (a) as to
each person whom the stockholder proposes to nominate for election or reelection
as a director all information relating to such person as would be required to be
disclosed in solicitations of proxies for the election of such nominees as
directors pursuant to Regulation 14A under the Securities Exchange Act of 1934,
as amended (the "Exchange Act") and Rule 14a-11 thereunder (including such
person's written consent to serve as a director if elected); (b) as to any other
business that the stockholder proposes to bring before the meeting, a brief
description of such business, 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; (c) as to the
stockholder giving the notice and the beneficial owner, if 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 the Corporation that are owned beneficially
and of record by such stockholder and such beneficial owner, and (iii) whether
either such stockholder or beneficial owner intends to deliver a proxy statement
and form of proxy to holders of, in the case of a proposal, at least the
percentage of the Corporation's voting shares required under applicable law to
carry the proposal or, in the case of a nomination or nominations, a sufficient
number of holders of the Corporation's voting shares to elect such nominee or
nominees (an affirmative statement of such intent, a "Solicitation Notice").

     Notwithstanding anything in the second sentence of the second paragraph of
this Section 2.06 to the contrary, in the event that the number of directors to
be elected to the Board is increased and there is no public announcement naming
all of the nominees for director or specifying the size of the increased Board
made by the Corporation at least 55 days prior to the Anniversary, a
stockholder's notice required by this Bylaw shall also be considered timely, but
only with respect to nominees for any new positions created by such increase, 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 10th day following the
day on which such public announcement is first made by the Corporation.

     Only persons nominated in accordance with the procedures set forth in this
Section 2.06 shall be eligible to serve as directors and only such business
shall be conducted at an annual meeting of stockholders as shall have been
brought before the meeting in accordance with the procedures set forth in this
section.  The chair of the meeting shall have the power and the duty to
determine whether a nomination or any business proposed to be brought before the
meeting has been made in accordance with the procedures set forth in these
Bylaws and, if any proposed nomination or business is not in compliance with
these Bylaws, to declare that such defective proposed business or nomination
shall not be presented for stockholder action at the meeting and shall be
disregarded.

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<PAGE>

     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 may be made
at a special meeting of stockholders at which directors are to be elected
pursuant to the Corporation's notice of meeting (a) by or at the direction of
the Board or (b) by any stockholder of record of the Corporation who is a
stockholder of record at the time of giving of notice provided for in this
paragraph, who shall be entitled to vote at the meeting and who complies with
the notice procedures set forth in this Section 2.06.  Nominations by
stockholders of persons for election to the Board may be made at such a special
meeting of stockholders if the stockholder's notice required by the second
paragraph of this Section 2.06 shall be delivered to the Secretary at the
principal executive offices of the Corporation not later than the close of
business on the later of the 90th day prior to such special meeting or the 10th
day following on which public announcement is first made of the date of the
special meeting and of the nominees proposed by the Board to be elected at such
meeting.

     For purposes of this section, "public announcement" shall mean disclosure
in a press release reported by the Dow Jones News Service, Associated Press or a
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.

     Notwithstanding the foregoing provisions of this Section 2.06, a
stockholder shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to matters set forth
in this Section 2.06.  Nothing in this Section 2.06 shall be deemed to affect
any rights of stockholders to request inclusion of proposals in the
Corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act.

     Section 2.07.  Quorum.  At any meeting of stockholders, the presence, in
                    ------
person or by proxy, of the holders of record of a majority of shares then issued
and outstanding and entitled to vote at the meeting shall constitute a quorum
for the transaction of business; provided, however, that this Section 2.07 shall
not affect any different requirement which may exist under statute, pursuant to
the rights of any authorized class or series of stock, or under the Certificate
of Incorporation of the Corporation (the "Certificate") for the vote necessary
for the adoption of any measure governed thereby.  In the absence of a quorum,
the stockholders present in person or by proxy, by majority vote and without
further notice, may adjourn the meeting from time to time until a quorum is
attained.  At any reconvened meeting following such an adjournment at which a
quorum shall be present, any business may be transacted which might have been
transacted at the meeting as originally notified.

     Section 2.08.  Votes Required.  A majority of the votes cast at a duly
                    --------------
called meeting of stockholders, at which a quorum is present, shall be
sufficient to take or authorize action upon any matter which may properly come
before the meeting, unless the vote of a greater or different number thereof is
required by statute, by the rights of any authorized class of stock or by the
Certificate.  Unless the Certificate or a resolution of the Board of Directors
adopted in connection with the issuance of shares of any class or series of
stock provides for a greater or lesser number of votes per share, or limits or
denies voting rights, each outstanding share of stock, regardless of class,
shall be entitled to one vote on each matter submitted to a vote at a meeting of
stockholders.

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     Section 2.09.  Proxies.  A stockholder may vote the shares owned of record
                    -------
by him either in person or by proxy executed in writing (which shall include
writings sent by telex, telegraph, cable or facsimile transmission) by the
stockholder himself or by his duly authorized attorney-in-fact.  No proxy shall
be valid after three (3) years from its date, unless the proxy provides for a
longer period.  Each proxy shall be in writing, subscribed by the stockholder or
his duly authorized attorney-in-fact, and dated, but it need not be sealed,
witnessed or acknowledged.

     Section 2.10.  Stockholder Action.  Any action required or permitted to be
                    ------------------
taken by the stockholders of the Corporation must be effected at a duly called
annual meeting or special meeting of stockholders of the Corporation, unless
such action requiring or permitting shareholder approval is approved by a
majority of the Continuing Directors (as defined in the Certificate), in which
case such action may be authorized or taken by the written consent of the
holders of outstanding shares of stock having not less than the minimum voting
power that would be necessary to authorize or take such action at a meeting of
stockholders at which all shares entitled to vote thereon were present and
voted, provided all other requirements of applicable law and the Certificate
have been satisfied.

     Section 2.11.  List of Stockholders.  The Secretary of the Corporation
                    --------------------
shall prepare and make (or cause to be prepared and made), 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, 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, 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 so 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 duration thereof, and may be inspected by any
stockholder who is present.

     Section 2.12.  Inspectors of Election.  In advance of any meeting of
                    ----------------------
stockholders, the Board of Directors may appoint Inspectors of Election to act
at such meeting or at any adjournment or adjournments thereof.  If such
Inspectors are not so appointed or fail or refuse to act, the chairman of any
such meeting may (and, upon the demand of any stockholder or stockholder's
proxy, shall) make such an appointment. The number of Inspectors of Election
shall be one (1) or three (3).  If there are three (3) Inspectors of Election,
the decision, act or certificate of a majority shall be effective and shall
represent the decision, act or certificate of all.  No such Inspector need be a
stockholder of the Corporation.

     The Inspectors of Election shall determine the number of shares
outstanding, the voting power of each, the shares represented at the meeting,
the existence of a quorum and the authenticity, validity and effect of proxies;
they shall receive votes, ballots or consents, hear and determine all challenges
and questions in any way arising in connection with the right to vote, count and
tabulate all votes or consents, determine when the polls shall close and
determine the result; and finally, they shall do such acts as may be proper to
conduct the election or vote with fairness to all stockholders.  On request, the
Inspectors shall make a report in writing to the secretary of the meeting
concerning any challenge, question or other matter as may have been determined
by them and shall execute and deliver to such secretary a certificate of any
fact found by them.

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                                  ARTICLE III

                                   DIRECTORS

     Section 3.01.  Powers.  The business and affairs of the Corporation shall
                    ------
be managed by and be under the direction of the Board of Directors.  The Board
of Directors shall exercise all the powers of the Corporation, except those that
are conferred upon or reserved to the stockholders by statute, the Certificate
or these Bylaws.

     Section 3.02.  Number.  Except as otherwise fixed pursuant to the
                    ------
provisions of Section 2 of Article Fourth of the Certificate in connection with
rights to elect additional directors under specified circumstances which may be
granted to the holders of any class or series of Preferred Stock, par value One
Dollar ($1.00) per share of the Corporation ("Preferred Stock"), the number of
directors shall be fixed from time to time by resolution of the Board of
Directors but shall not be less than three (3).  The Board of Directors, as of
January 31, 2001, and thereafter, shall consist of fourteen (14) directors
until changed as herein provided.

     Section 3.03.  Independent Outside Directors.  At least sixty percent (60%)
                    -----------------------------
of the members of the Board of Directors of the Corporation shall at all times
be "Independent Outside Directors", which term is hereby defined to mean any
director who:

          1.        has not in the last five (5) years been an officer or
     employee of the Corporation or any of its subsidiaries or affiliates; and

          2.        is not related to an officer of the Corporation (or an
     officer of any of the Corporation's parents, subsidiaries or affiliates) by
     blood, marriage or adoption (except relationships more remote than first
     cousin); and

          3.        is not, and has not within the last two (2) years been, an
     officer, director or employee of, and does not own, and has not within the
     last two (2) years owned, directly or indirectly, in excess of one percent
     (1%) of any firm, corporation or other business or professional entity
     which has made or proposes to make during either the Corporation's or such
     entity's last or next fiscal year payments for property or services in
     excess of one percent (1%) of the gross revenues either of the Corporation
     for its last fiscal year or of such entity for its last fiscal year, but
     excluding payments determined by competitive bids, public utility services
     at rates set by law or government authority, or payments arising solely
     from the ownership of securities, or to which the Corporation was indebted
     at any time during the Corporation's last fiscal year in an aggregate
     amount in excess of one percent (1%) of the Corporation's total assets at
     the end of such fiscal year or Five Million dollars ($5,000,000), whichever
     is less, but excluding debt securities which have been publicly offered or
     which are publicly traded; and

          4.        is not a director, partner, officer or employee of an
     investment banking firm which has performed services for the Corporation in
     the last two (2) years or which the Corporation proposes to have perform
     services in the next year other than as a participating underwriter in a
     syndicate; and

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          5.        is not a control person of the Corporation (other than as a
     director of the Corporation) as defined by the regulations of the
     Securities and Exchange Commission.

     Section 3.04.  Election and Term of Office.  Except as provided in Section
                    ---------------------------
3.07 hereof and subject to the right to elect additional directors under
specified circumstances which may be granted, pursuant to the provisions of
Section 2 of Article Fourth of the Certificate, to the holders of any class or
series of Preferred Stock, directors shall be elected by the stockholders of the
Corporation.  The Board of Directors shall be and is divided into three classes:
Class I, Class II and Class III.  The number of directors in each class shall be
the whole number contained in the quotient obtained by dividing the authorized
number of directors (fixed pursuant to Section 3.02 hereof) by three.  If a
fraction is also contained in such quotient, then additional directors shall be
apportioned as follows:  if such fraction is one-third, the additional director
shall be a member of Class I; and if such fraction is two-thirds, one of the
additional directors shall be a member of Class I and the other shall be a
member of Class II.  Each director shall serve for a term ending on the date of
the third annual meeting of stockholders of the Corporation following the annual
meeting at which such director was elected; provided, however, that the
directors first elected to Class I shall serve for a term ending on the date of
the annual meeting next following the end of the calendar year 2000, the
directors first elected to Class II shall serve for a term ending on the date of
the second annual meeting next following the end of the calendar year 2000 and
the directors first elected to Class III shall serve for a term ending on the
date of the third annual meeting next following the end of the calendar year
2000.

     Notwithstanding the foregoing provisions of this Section 3.04:  each
director shall serve until his successor is elected and qualified or until his
death, resignation or removal; no decrease in the authorized number of directors
shall shorten the term of any incumbent director; and additional directors,
elected pursuant to Section 2 of Article Fourth of the Certificate in connection
with rights to elect such additional directors under specified circumstances
which may be granted to the holders of any class or series of Preferred Stock,
shall not be included in any class, but shall serve for such term or terms and
pursuant to such other provisions as are specified in the resolution of the
Board of Directors establishing such class or series. Nominations for the
election of directors may be made by the Board or a committee thereof or by any
stockholder entitled to vote in the election of directors; provided, however,
that a stockholder may nominate a person for election as a director at a meeting
only if written notice of such stockholder's intent to make such nomination has
been given by such stockholder to, and received by, the Secretary of the
Corporation at the principal executive offices of the Corporation not less than
sixty (60) days nor more than ninety (90) days prior to the meeting; provided,
however, that (a) in the event that less than seventy (70) days' notice or prior
public disclosure of the date of the meeting is given or made to stockholders,
notice by the stockholder to be timely must be so received not later than the
close of business on the 10th day following the date on which such notice of the
date of the meeting was mailed or such public disclosure was made, whichever
first occurs; and (b) in the event that less than seventy (70) days shall remain
from the date of public disclosure of the adoption of this bylaw provision to
the date of any meeting, notice by the stockholder to be timely with respect to
such meeting must be so received not later than the close of business on the
10th day following the date on which such public disclosure was made.  Each such
notice shall set forth:  (a) the name and address of the stockholder who intends
to make the nomination and of the person or persons to be nominated; (b) the
name and address as they appear on the Corporation's books of the stockholder
intending to make such

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nomination; (c) the class and number of shares of capital stock of the
Corporation which are beneficially owned by such stockholder (d) a description
of all arrangements or understandings between the stockholder and each nominee
and any other person or persons (naming such person or persons) pursuant to
which the nomination or nominations are to be made by the stockholder; (e) the
occupations and business history for the previous five years, other
directorships, names of business entities of which the proposed nominee owns a
10 percent or more equity interest, a list of any criminal convictions,
including federal and state securities violations and such other information
regarding each proposed nominee as may be required by the federal proxy rules in
effect at the time the notice is submitted and (f) the consent of each nominee
to serve as a director of the Corporation if so elected. No person shall be
eligible for election as a director of the Corporation unless nominated in
accordance with the procedures set forth in this Section 3.04. The Chairman of
any meeting of stockholders shall direct that any nomination not made in
accordance with these procedures be disregarded.

     Section 3.05.  Election of Chairman of the Board.  At the organizational
                    ---------------------------------
meeting immediately following the annual meeting of stockholders, the directors
shall elect a Chairman of the Board from among the directors who shall hold
office until the corresponding meeting of the Board of Directors in the next
year and until his successor shall have been elected or until his earlier
resignation or removal.  Any vacancy in such office may be filled for the
unexpired portion of the term in the same manner by the Board of Directors at
any regular or special meeting.

     Section 3.06.  Removal.  Subject to the right to elect directors under
                    -------
specified circumstances which may be granted pursuant to Section 2 of Article
Fourth of the Certificate to the holders of any class or series of Preferred
Stock, any director may be removed from office only as provided in Article Tenth
of the Certificate.

     Section 3.07.  Vacancies and Additional Directorships.  Except as otherwise
                    --------------------------------------
provided pursuant to Section 2 of Article Fourth of the Certificate in
connection with rights to elect additional directors under specified
circumstances which may be granted to the holders of any class or series of
Preferred Stock, newly created directorships resulting from any increase in the
number of directors and any vacancies on the Board of Directors resulting from
death, resignation, disqualification, removal or 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 of Directors.  Any director
elected in accordance with the preceding sentence shall hold office for the
remainder of the full term of the class of directors in which the new
directorship was created or the vacancy occurred and until such director's
successor shall have been elected and qualified.  No decrease in the number of
directors constituting the Board of Directors shall shorten the term of any
incumbent director.

     Section 3.08.  Regular and Special Meetings.  Promptly after, and on the
                    ----------------------------
same day as, each annual election of directors by the shareholders, the Board
shall, if a quorum be present, meet in an organizational meeting to elect a
chairman, appoint members of the standing committees of the Board, elect
officers of the Corporation and conduct other business as appropriate.
Additional notice of such meeting need not be given if such meeting is conducted
promptly after the annual meeting to elect directors and if the meeting is held
in the same location where the election of directors was conducted.  Regular
meetings of the Board shall be

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held at such times and places as the Board shall determine. Notice of regular
meetings shall be mailed to each director at least five days before the meeting,
addressed to the director's usual place of business or to his or her residence
address or to an address specifically designated by the director.

     Section 3.09.  Quorum.  At all meetings of the Board of Directors, a
                    ------
majority of the fixed number of directors shall constitute a quorum for the
transaction of business, except that when the Board of Directors consists of one
director, then the one director shall constitute a quorum. In the absence of a
quorum, the directors present, by majority vote and without notice other than by
announcement, may adjourn the meeting from time to time until a quorum shall be
present. At any reconvened meeting following such an adjournment at which a
quorum shall be present, any business may be transacted which might have been
transacted at the meeting as originally notified.

     Section 3.10.  Votes Required.  Except as otherwise provided by applicable
                    --------------
law or by the Certificate, the vote of a majority of the directors present at a
meeting duly held at which a quorum is present shall be sufficient to pass any
measure.

     Section 3.11.  Place and Conduct of Meetings.  Each regular meeting and
                    -----------------------------
special meeting of the Board of Directors shall be held at a location determined
as follows:  The Board of Directors may designate any place, within or without
the State of Delaware, for the holding of any meeting.  If no such designation
is made: (i) any meeting called by a majority of the directors shall be held at
such location, within the county of the Corporation's principal executive
office, as the directors calling the meeting shall designate; and (ii) any other
meeting shall be held at such location, within the county of the Corporation's
principal executive office, as the Chairman of the Board may designate or, in
the absence of such designation, at the Corporation's principal executive
office.  Subject to the requirements of applicable law, all regular and special
meetings of the Board of Directors shall be conducted in accordance with such
rules and procedures as the Board of Directors may approve and, as to matters
not governed by such rules and procedures, as the chairman of such meeting shall
determine.  The chairman of any regular or special meeting shall be the Chairman
of the Board, or in his absence a person designated by the Board of Directors.
The Secretary, or in the absence of the Secretary a person designated by the
chairman of the meeting, shall act as secretary of the meeting.

     Section 3.12.  Fees and Compensation.  Directors shall be paid such
                    ---------------------
compensation as may be fixed from time to time by resolutions of the Board of
Directors (a) for their usual and contemplated services as directors, (b) for
their services as members of committees appointed by the Board of Directors,
including attendance at committee meetings as well as services which may be
required when committee members must consult with management staff, and (c) for
extraordinary services as directors or as members of committees appointed by the
Board of Directors, over and above those services for which compensation is
fixed pursuant to items (a) and (b) in this Section 3.12.  Compensation may be
in the form of an annual retainer fee or a fee for attendance at meetings, or
both, or in such other form or on such basis as the resolutions of the Board of
Directors shall fix. Directors shall be reimbursed for all reasonable expenses
incurred by them in attending meetings of the Board of Directors and committees
appointed by the Board of Directors and in performing compensable extraordinary
services.  Nothing contained herein shall be construed to preclude any director
from serving the Corporation in any

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<PAGE>

other capacity, such as an officer, agent, employee, consultant or otherwise,
and receiving compensation therefor.

     Section 3.13.  Committees of the Board of Directors. Subject to the
                    ------------------------------------
requirements of applicable law, the Board of Directors may from time to time
establish committees, including standing or special committees, which shall have
such duties and powers as are authorized by these Bylaws or by the Board of
Directors.  Committee members, and the chairman of each committee, shall be
appointed by the Board of Directors.  The Chairman of the Board, in conjunction
with the several committee chairmen, shall make recommendations to the Board of
Directors for its final action concerning members to be appointed to the several
committees of the Board of Directors.  Any member of any committee may be
removed at any time with or without cause by the Board of Directors.  Vacancies
which occur in any committee shall be filled by a resolution of the Board of
Directors.  If any vacancy shall occur in any committee by reason of death,
resignation, disqualification, removal or otherwise, the remaining members of
such committee, so long as a quorum is present, may continue to act until such
vacancy is filled by the Board of Directors.  The Board of Directors may, by
resolution, at any time deemed desirable, discontinue any standing or special
committee.  Members of standing committees, and their chairmen, shall be elected
yearly at the organizational meeting of the Board of Directors which is held
immediately following the annual meeting of stockholders.

     Section 3.14.  Audit Committee.  There shall be an Audit Committee of the
                    ---------------
Board of Directors which shall serve at the pleasure of the Board of Directors
and be subject to its control. The Committee shall have the following membership
and powers:

          1.        The Committee shall have at least three (3) members. All
     members of the Committee shall be Independent Directors, which term is
     hereby defined to mean any director that is "Independent" within the
     meaning of Rule 303.01 of the New York Stock Exchange Listed Company
     Manual, as such rule (or any successor rule) may be amended from time to
     time.

          2.        The Committee shall recommend to the Board of Directors for
     its action the appointment or discharge of the Corporation's independent
     auditors, based upon the Committee's judgment of the independence of the
     auditors (taking into account the fees charged both for audit and non-audit
     services) and the quality of its audit work. Ratification by the
     stockholders of the Board of Directors' appointment of the Corporation's
     independent auditors may be sought in conjunction with management's
     solicitation of proxies for the annual meeting of stockholders, if so
     determined by the Board of Directors. If the auditors must be replaced, the
     Committee shall recommend to the Board of Directors for its action the
     appointment of new auditors until the next annual meeting of stockholders.

          3.        The Committee shall review and approve the scope and plan of
     the audit.

          4.        The Committee shall meet with the independent auditors at
     appropriate times to review, among other things, the results of the audit
     and any certification, report or opinion which the auditors propose to
     render in connection with the Corporation's financial statements.

                                      10
<PAGE>

               5.   The Committee shall review and approve each professional
     service of a non-audit nature to be provided by the auditors.

               6.   The Committee shall meet with the Corporation's chief
     internal auditor at least once a year to review his comments concerning the
     adequacy of the Corporation's system of internal controls and such other
     matters as the Committee may deem appropriate.

               7.   The Committee shall have the power to direct the auditors
     and the internal audit staff to inquire into and report to it with respect
     to any of the Corporation's contracts, transactions or procedures, or the
     conduct of the Corporate Office, or any division, profit center, subsidiary
     or other unit, or any other matter having to do with the Corporation's
     business and affairs. If authorized by the Board of Directors, the
     Committee may initiate special investigations in these regards.

               8.   The Committee shall have such other duties as may be
     lawfully delegated to it from time to time by the Board of Directors.

     Section 3.15.  Compensation and Management Development Committee.  There
                    -------------------------------------------------
shall be a Compensation and Management Development Committee of the Board of
Directors which shall serve at the pleasure of the Board of Directors and be
subject to its control.  The Committee shall have the following membership and
powers:

               1.   The Committee shall be composed of at least three (3)
     members. All members of the Committee shall be Independent Outside
     Directors. The principal Human Resources officer of the Corporation shall
     be a non-voting member of the Committee.

               2.   The Committee shall recommend to the Board of Directors for
     its action the amount to be appropriated for awards to be made each year to
     elected officers under the Corporation's incentive compensation plan.

               3.   The Committee shall establish the Corporation's annual
     performance objectives under the Corporation's incentive compensation
     plans.

               4.   The Committee shall make recommendations to the Board of
     Directors with respect to the base salary and incentive compensation of the
     elected officers. The Committee shall take final action with respect to the
     base salary and incentive compensation of the ten (10) employees, who are
     not elected officers, receiving the highest base salaries immediately
     preceding the date of any such action.

               5.   The Committee shall review management's recommendations and
     take final action with respect to all awards to be made under the
     Corporation's long-term incentive plans or other similar benefit plans
     which may be adopted by the Board of Directors or the stockholders and in
     which corporate officers or directors are eligible to participate, provided
     however that all such awards relative to the five (5) most highly
     compensated officers must be reported to the Board of Directors.

                                       11
<PAGE>

               6.   The Committee shall review on a continuing basis the
     Corporation's general compensation policies and practices, fringe benefits
     and the Corporation's compliance with its various affirmative action plans
     and programs. The committee shall also review and recommend to the Board of
     Directors for its final action all compensation plans in which elected
     officers or directors are eligible to participate.

               7.   The Committee shall review from time to time and report to
     the Board of Directors actions taken by management concerning the
     Corporation's overall executive structure and the steps being taken to
     assure the succession of qualified management.

               8.   The Committee shall have such other duties as may be
     lawfully delegated to it from time to time by the Board of Directors.

     Section 3.16.  Public Issues and Policy Committee.  There shall be a Public
                    ----------------------------------
Issues and Policy Committee of the Board of Directors which shall serve at the
pleasure of the Board of Directors and be subject to its control.  The Committee
shall have the following membership and powers:

               1.   The Committee shall have at least five (5) members. At least
     sixty percent (60%) of the members shall be Independent Outside Directors.

               2.   The Committee shall review, approve and monitor the policy,
     organization, charter and implementation of the Northrop Grumman Employees
     Political Action Committee.

               3.   The Committee shall review and approve the policy of the
     Corporation for engaging the services of Consultants and Commission Agents.

               4.   The Committee shall review and report to the Board of
     Directors from time to time concerning the Corporation's compliance with
     the Corporation's policies, practices and procedures with respect to
     consultants and commission agents.

               5.   The Committee shall review and make policy and budget
     recommendations to the Board of Directors for its actions concerning
     proposed charitable contributions and aid to higher education to be given
     by the Corporation each year.

               6.   The Committee shall have such other duties as lawfully may
     be delegated to it from time to time by the Board of Directors.

     Section 3.17.  Finance Committee.  There shall be a Finance Committee of
                    -----------------
the Board of Directors which shall serve at the pleasure of the Board of
Directors and be subject to its control. The Committee shall have the following
membership and powers:

               1.   The Committee shall have at least five (5) members. At least
     fifty percent (50%) of the members of the Committee shall be Independent
     Outside Directors. The chief financial officer of the Corporation shall be
     a non-voting member of the Committee.

                                       12
<PAGE>

               2.   The Committee shall review and give consideration to
     management requests for required specific new financing of a long-term
     nature, whether debt or equity, and make recommendations to the Board of
     Directors for its final action.

               3.   The Committee shall review the current financial condition
     of the Company and planned financial requirements.

               4.   The Committee shall review periodically the Corporation's
     dividend policy in connection with dividend declarations and make
     recommendations to the Board of Directors for its final action.

               5.   The Committee shall consider management's recommendations
     concerning acquisitions, mergers or divestments which management has
     determined to be of an unusual or material nature and shall make
     recommendations to the Board of Directors for its final action.

               6.   The Committee shall consider management's recommendations
     concerning contracts or programs which management has determined to be of
     an unusual or material nature and shall make recommendations to the Board
     of Directors for its final action.

               7.   The Committee shall periodically review the investment
     performance of the employee benefit plans, capital asset requirements and
     short-term investment policy when appropriate.

               8.   The Committee shall have such other duties as lawfully may
     be delegated to it from time to time by the Board of Directors.

     Section 3.18.  Nominating and Corporate Governance Committee.  There shall
                    ---------------------------------------------
be a Nominating and Corporate Governance Committee of the Board of Directors
which shall serve at the pleasure of the Board of Directors and be subject to
its control. The Committee shall have the following membership and powers:

               1.   The Committee shall have at least three (3) members. All
     members of the Committee shall be Independent Outside Directors.

               2.   The Committee shall review candidates to serve as directors
     and shall recommend nominees to the Board of Directors for election at each
     annual meeting of stockholders or other special meetings where directors
     are to be elected and shall recommend persons to serve as proxies to vote
     proxies solicited by management in connection with such meetings.

               3.   The Committee shall cause the names of all director
     candidates that are approved by the Board of Directors to be listed in the
     Corporation's proxy materials and shall support the election of all
     candidates so nominated by the Board of Directors to the extent permitted
     by law.

                                       13
<PAGE>

               4.   The Committee shall review and make recommendations to the
     Board of Directors for its final action concerning the composition and size
     of the Board of Directors, its evaluation of the performance of incumbent
     directors, its recommendations concerning the compensation of the
     Directors, its recommendations concerning directors to fill vacancies and
     its evaluation and recommendations concerning potential candidates to serve
     in the future on the Board of Directors to assure the Board's continuity
     and succession and its evaluation and recommendations on matters of
     corporate governance as appropriate.

               5.   The Committee shall have such other duties as lawfully may
     be delegated to it from time to time by the Board of Directors.

     Section 3.19.  Meetings of Committees.  Each committee of the Board of
                    ----------------------
Directors shall fix its own rules of procedure consistent with the provisions of
applicable law and of any resolutions of the Board of Directors governing such
committee. Each committee shall meet as provided by such rules or such
resolution of the Board of Directors, and shall also meet at the call of its
chairman or any two (2) members of such committee. Unless otherwise provided by
such rules or by such resolution, the provisions of these Bylaws under Article
III entitled "Directors" relating to the place of holding meetings and the
notice required for meetings of the Board of Directors shall govern the place of
meetings and notice of meetings for committees of the Board of Directors.  A
majority of the members of each committee shall constitute a quorum thereof,
except that when a committee consists of one (1) member, then the one (1) member
shall constitute a quorum.  In the absence of a quorum, a majority of the
members present at the time and place of any meeting may adjourn the meeting
from time to time until a quorum shall be present and the meeting may be held as
adjourned without further notice or waiver.  Except in cases where it is
otherwise provided by the rules of such committee or by a resolution of the
Board of Directors, the vote of a majority of the members present at a duly
constituted meeting at which a quorum is present shall be sufficient to pass any
measure by the committee.

                                  ARTICLE IV

                                   OFFICERS

     Section 4.01.  Designation, Election and Term of Office.  The Corporation
                    ----------------------------------------
shall have a Chairman of the Board and/or a President either of whom may be
designated Chief Executive Officer by the Board of Directors, such Vice
Presidents (each of whom may be assigned by the Board of Directors or the Chief
Executive Officer an additional title descriptive of the functions assigned to
him and one or more of whom may be designated Executive, Group or Senior Vice
President) as the Board of Directors deems appropriate, a Secretary and a
Treasurer.  These officers shall be elected annually by the Board of Directors
at the organizational meeting immediately following the annual meeting of
stockholders, and each such officer shall hold office until the corresponding
meeting of the Board of Directors in the next year or until his earlier
resignation, death or removal.  Any vacancy in any of the above offices may be
filled for an unexpired portion of the term by the Board of Directors at any
regular special meeting.  The Chief Executive Officer may, by a writing filed
with the Secretary, designate titles for employees and agents, as, from time to
time, may appear necessary or advisable in the conduct of the affairs of the
Corporation and, in the same manner, terminate or change such titles.

                                       14
<PAGE>

     Section 4.02.  Chairman of the Board.  The Board of Directors shall
                    ---------------------
designate the Chairman of the Board from among its members.  The Chairman of the
Board of Directors shall preside at all meetings of the Board and the
Shareholders, and shall perform such other duties as shall be delegated to him
by the Board or the officer designated as chief executive.

     Section 4.03.  President.  The President shall perform such duties and have
                    ---------
such responsibilities as may from time to time be delegated or assigned to him
by the Board of Directors or the officer designated as chief executive.

     Section 4.04.  Chief Executive.  The Board of Directors shall designate
                    ---------------
either the Chairman of the Board or the President to be the chief executive of
the Corporation.  The officer so designated shall be responsible for the general
supervision, direction and control of the business and affairs of the
Corporation.

     Section 4.05.  Chief Financial Officer.  The Chief Financial Officer of the
                    -----------------------
Corporation shall be responsible to the Chief Executive Officer for the
management and supervision of all financial matters and to provide for the
financial growth and stability of the Corporation.  He shall attend all regular
meetings of the Board of Directors and keep the Directors currently informed
concerning all significant financial matters that could impact upon the business
or affairs of the Corporation.  He shall also perform such additional duties as
may be assigned to him from time to time by the Board of Directors or the Chief
Executive Officer.

     Section 4.06.  Executive Vice Presidents, Senior Vice Presidents and Vice
                    ----------------------------------------------------------
Presidents.  Executive vice presidents, senior vice presidents and vice
- ----------
presidents of the Corporation that are elected by the Board of Directors shall
perform such duties as may be assigned to them from time to time by the Chief
Executive Officer.

     Section 4.07.  Chief Legal Officer.  The chief legal officer of the
                    -------------------
Corporation shall be the General Counsel who shall be responsible to the Chief
Executive Officer for the management and supervision of all legal matters.  The
General Counsel shall attend all regular meetings of the Board of Directors and
shall keep the Directors currently informed concerning all significant legal
matters, particularly those involving important business, legal, moral or
ethical issues that could impact upon the business or affairs of the
Corporation.

     Section 4.08.  Secretary.  The Secretary shall keep the minutes of the
                    ---------
meetings of the stockholders, the Board of Directors and all committee meetings.
The Secretary shall be the custodian of the corporate seal and shall affix it to
all documents which he is authorized by law or the Board of Directors to sign
and seal.  The Secretary also shall perform such other duties as may be assigned
from time to time by the Chief Executive Officer.

     Section 4.09.  Treasurer.  The Treasurer shall be accountable to the Senior
                    ---------
Vice President, Finance, and shall perform such duties as may be assigned to the
Treasurer from time to time by the Senior Vice President, Finance.

     Section 4.10.  Appointed Officers.  The Chief Executive Officer may appoint
                    ------------------
one or more Corporate Staff Vice Presidents, officers of groups or divisions or
assistant secretaries, assistant treasurers and such other assistant officers as
the business of the Corporation may

                                       15
<PAGE>

require, each of whom shall hold office for such period, have such authority and
perform such duties as may be specified from time to time by the Chief Executive
Officer.

     Section 4.11.  Absence or Disability of an Officer.  In the case of the
                    -----------------------------------
absence or disability of an officer of the Corporation the Board of Directors,
or any officer designated by it, or the Chief Executive Officer may, for the
time of the absence or disability, delegate such officer's duties and powers to
any other officer of the Corporation.

     Section 4.12.  Officers Holding Two or More Offices.  The same person may
                    ------------------------------------
hold any two or more of the above-mentioned offices.  However, no officer shall
execute, acknowledge or verify any instrument in more than one capacity, if such
instrument is required by law, by the Certificate or by these Bylaws, to be
executed, acknowledged or verified by any two or more officers.

     Section 4.13.  Compensation.  The Board of Directors shall have the power
                    ------------
to fix the compensation of all officers and employees of the Corporation.

     Section 4.14.  Resignations.  Any officer may resign at any time by giving
                    ------------
written notice to the Board of Directors, to the Chief Executive Officer, or to
the Secretary of the Corporation. Any such resignation shall take effect at the
time specified therein unless otherwise determined by the Board of Directors.
The acceptance of a resignation by the Corporation shall not be necessary to
make it effective.

     Section 4.15.  Removal.  Any officer of the Corporation may be removed,
                    -------
with or without cause, by the affirmative vote of a majority of the entire Board
of Directors.  Any assistant officer of the Corporation may be removed, with or
without cause, by the Chief Executive Officer, or by the Board of Directors.

                                   ARTICLE V

                    INDEMNIFICATION OF DIRECTORS, OFFICERS,
                             EMPLOYEES AND AGENTS

     Section 5.01.  Right to Indemnification.  Each person who was or is made a
                    ------------------------
party, or is threatened to be made a party, to any actual or threatened action,
suit, or proceeding, whether civil, criminal, administrative, or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she is or was a
director, officer, employee, or agent of the Corporation (hereinafter an
"indemnitee") shall be indemnified and held harmless by the Corporation to the
fullest extent authorized by the Delaware General Corporation Law, as the same
exists or may hereafter be amended, or by other applicable law as then in
effect, against all expense, liability, and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties, and amounts paid in
settlement) actually and reasonably incurred or suffered by such indemnitee in
connection therewith.  Any person who was or is made a party, or is threatened
to be made a party, to any proceeding by reason of the fact that he or she is or
was serving at the request of an executive officer of the Corporation as a
director, officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to an
employee benefit plan, shall also be considered an indemnitee for the purposes
of this Article.  The right to

                                       16
<PAGE>

indemnification provided by this Article shall apply whether or not the basis of
such proceeding is alleged action in an official capacity as such director,
officer, employee or agent or in any other capacity while serving as such
director, officer, employee or agent. Notwithstanding anything in this Section
5.01 to the contrary, except as provided in Section 5.03 of this Article with
respect to proceedings to enforce rights to indemnification, the Corporation
shall indemnify any such indemnitee in connection with a proceeding (or part
thereof) initiated by such indemnitee only if such proceeding (or part thereof)
was authorized by the Corporation.

     Section 5.02.  Advancement of Expenses.
                    -----------------------

               (a)  The right to indemnification conferred in Section 5.01 shall
     include the right to have the expenses incurred in defending or preparing
     for any such proceeding in advance of its final disposition (hereinafter an
     "advancement of expenses") paid by the Corporation; provided, however, that
     an advancement of expenses incurred by an indemnitee in his or her capacity
     as a director or officer (and not in any other capacity in which service
     was or is to be rendered by such indemnitee, including, without limitation,
     service to an employee benefit plan) shall be made only upon delivery to
     the Corporation of an undertaking containing such terms and conditions,
     including the requirement of security, as the Board of Directors deems
     appropriate (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 that such indemnitee is not entitled to be indemnified for such
     expenses under this Article or otherwise; and provided, further, that an
     advancement of expenses shall not be made if the Corporation's Board of
     Directors makes a good faith determination that such payment would violate
     any applicable law. The Corporation shall not be obligated to advance fees
     and expenses to a director, officer, employee or agent in connection with a
     proceeding instituted by the Corporation against such person.

               (b)  Notwithstanding anything in Section 5.02(a) to the contrary,
     the right of employees or agents to advancement of expenses shall be at the
     discretion of the Board of Directors and on such terms and conditions,
     including the requirement of security, as the Board of Directors deems
     appropriate. The Corporation may, by action of its Board of Directors,
     authorize one or more executive officers to grant rights for the
     advancement of expenses to employees and agents of the Corporation on such
     terms and conditions as such officers deem appropriate.

     Section 5.03.  Right of Indemnitee to Bring Suit.  If a claim under Section
                    ---------------------------------
5.01 is not paid in full by the Corporation within sixty (60) calendar days
after a written claim has been received by the Corporation, except in the case
of a claim for an advancement of expenses under Section 5.02 in which case the
applicable period shall be thirty (30) calendar 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, the indemnitee shall also be entitled to be paid the expense of
prosecuting or defending such suit.

     Section 5.04.  Nonexclusivity of Rights.
                    ------------------------

                                       17
<PAGE>

               (a)  The rights to indemnification and to the advancement of
     expenses conferred in this Article shall not be exclusive of any other
     right which any person may have or hereafter acquire under any statute,
     provisions of the Certificate of Incorporation, Bylaw, agreement, vote of
     stockholders or disinterested directors, or otherwise. Notwithstanding any
     amendment to or repeal of this Article, any indemnitee shall be entitled to
     indemnification in accordance with the provisions hereof with respect to
     any acts or omissions of such indemnitee occurring prior to such amendment
     or repeal.

               (b)  The Corporation may maintain insurance, at its expense, to
     protect itself and any past or present director, officer, employee, or
     agent of the Corporation or another corporation, partnership, joint
     venture, trust, or other enterprise against any expense, liability, or
     loss, whether or not the Corporation would have the power to indemnify such
     person against such expense, liability, or loss under the Delaware General
     Corporation Law. The Corporation may enter into contracts with any
     indemnitee in furtherance of the provisions of this Article and may create
     a trust fund, grant a security interest or use other means (including,
     without limitation, a letter of credit) to ensure the payment of such
     amounts as may be necessary to effect indemnification as provided in this
     Article.

               (c)  The Corporation may without reference to Sections 5.01
     through 5.04 (a) and (b) hereof, pay the expenses, including attorneys
     fees, incurred by any director, officer, employee or agent of the
     Corporation who is subpoenaed, interviewed or deposed as a witness or
     otherwise incurs expenses in connection with any civil, arbitration,
     criminal, or administrative proceeding or governmental or internal
     investigation to which the Corporation is a party, target, or potentially a
     party or target, or of any such individual who appears as a witness at any
     trial, proceeding or hearing to which the Corporation is a party, if the
     Corporation determines that such payments will benefit the Corporation and
     if, at the time such expenses are incurred by such individual and paid by
     the Corporation, such individual is not a party, and is not threatened to
     be made a party, to such proceeding or investigation.

                                  ARTICLE VI

                                     STOCK

     Section 6.01.  Certificates.  Except as otherwise provided by law, each
                    ------------
stockholder shall be entitled to a certificate or certificates which shall
represent and certify the number and class (and series, if appropriate) of
shares of stock owned by him in the Corporation.  Each certificate shall be
signed in the name of the Corporation by the Chairman of the Board, or the
President, or a Vice President, together with the Secretary, or an Assistant
Secretary, or the Treasurer or Assistant Treasurer. Any or all of the signatures
on any certificate may be facsimile. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent or registrar
before such certificate is issued, it may be issued by the Corporation with the
same effect as if such person were an officer, transfer agent or registrar at
the date of issue.

     Section 6.02.  Transfer of Shares.  Shares of stock shall be transferable
                    ------------------
on the books of the Corporation only by the holder thereof, in person or by his
duly authorized attorney, upon the

                                      18
<PAGE>

surrender of the certificate representing the shares to be transferred, properly
endorsed, to the Corporation's registrar if the Corporation has a registrar. The
Board of Directors shall have power and authority to make such other rules and
regulations concerning the issue, transfer and registration of certificates of
the Corporation's stock as it may deem expedient.

     Section 6.03.  Transfer Agents and Registrars.  The Corporation may have
                    ------------------------------
one or more transfer agents and one or more registrars of its stock whose
respective duties the Board of Directors or the Secretary may, from time to
time, define.  No certificate of stock shall be valid until countersigned by a
transfer agent, if the Corporation has a transfer agent, or until registered by
a registrar, if the Corporation has a registrar. The duties of transfer agent
and registrar may be combined.

     Section 6.04.  Stock Ledgers.  Original or duplicate stock ledgers,
                    -------------
containing the names and addresses of the stockholders of the Corporation and
the number of shares of each class of stock held by them, shall be kept at the
principal executive office of the Corporation or at the office of its transfer
agent or registrar.

     Section 6.05.  Record Dates.  The Board of Directors shall fix, in advance,
                    ------------
a date as the record date for the purpose of determining stockholders entitled
to notice of, or to vote at, any meeting of stockholders or any adjournment
thereof, or stockholders 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 in order to make a
determination of stockholders for any other proper purpose.  Such date in any
case shall be not more than sixty (60) days, and in case of a meeting of
stockholders, not less than ten (10) days, prior to the date on which the
particular action, requiring such determination of stockholders is to be taken.
Only those stockholders of record on the date so fixed shall be entitled to any
of the foregoing rights, notwithstanding the transfer of any such stock on the
books of the Corporation after any such record date fixed by the Board of
Directors.

     Section 6.06.  New Certificates.  In case any certificate of stock is lost,
                    ----------------
stolen, mutilated or destroyed, the Board of Directors may authorize the
issuance of a new certificate in place thereof upon such terms and conditions as
it may deem advisable; or the Board of Directors may delegate such power to any
officer or officers or agents of the Corporation; but the Board of Directors or
such officer or officers or agents, in their discretion, may refuse to issue
such a new certificate unless the Corporation is ordered to do so by a court of
competent jurisdiction.

                                  ARTICLE VII

                    RESTRICTIONS ON SECURITIES REPURCHASES

     Section 7.01.  Restrictions on Securities Repurchases.
                    --------------------------------------

               1.   Vote Required for Certain Acquisition of Securities. Except
                    ---------------------------------------------------
     as set forth in Subsection 2 of this Section 7.01, in addition to any
     affirmative vote of stockholders required by any provision of law, the
     Certificate of Incorporation or Bylaws of this Corporation, or any policy
     adopted by the Board of Directors, neither the Corporation nor any
     Subsidiary shall knowingly effect any direct or indirect purchase or other
     acquisition

                                      19

<PAGE>

     of any equity security of a class of securities which is registered
     pursuant to Section 12 of the Securities Exchange Act of 1934, as amended
     (the "Exchange Act"), issued by the Corporation at a price which is in
     excess of the highest Market Price of such equity security on the largest
     principal national securities exchange in the United States on which such
     security is listed for trading on the date that the understanding to effect
     such transaction is entered into by the Corporation (whether or not such
     transaction is concluded or a written agreement relating to such
     transaction is executed on such date, and such date to be conclusively
     established by determination of the Board of Directors), from any
     Interested Person, without the affirmative vote of the holders of the
     Voting Shares representing at least a majority of the aggregate voting
     power of all outstanding voting shares, excluding Voting Shares
     beneficially owned by such Interested Person, voting together as a single
     class. Such affirmative vote shall be required notwithstanding the fact
     that no vote may be required, or that a lesser percentage may be specified,
     by law or any agreement with any national securities exchange, or
     otherwise.

          2.   When a Vote is Not Required.  The provisions of Subsection 1 of
               ---------------------------
     this Section 7.01 shall not be applicable with respect to:

               a.  any purchase, acquisition, redemption or exchange of such
          equity securities, the purchase, acquisition, redemption or exchange
          of which is provided for in the Corporation's Certificate of
          Incorporation;

               b.  any purchase or other acquisition of equity securities made
          as part of a tender or exchange offer by the Corporation to purchase
          securities of the same class made on the same terms to all holders of
          such securities and complying with the applicable requirements of the
          Exchange Act of 1934, as amended and the rules and regulations
          thereunder (or any successor provisions to such Act, rules or
          regulations);

               c.  any purchase or acquisition of equity securities made
          pursuant to an open market purchase program which has been approved by
          the Board of Directors.

          3.   Certain Definitions.  For the purpose of this Section:
               -------------------

               a.  "Affiliate" and "Associate" shall have their respective
          meanings ascribed to such terms in Rule 12b-2 of the General Rules and
          Regulations under the Exchange Act, as in effect on January  1, 2001.

               b.  "Beneficial Owner" and "Beneficial Ownership" shall have the
          meanings ascribed to such  terms in Rule 13d-3 and Rule 13d-5 of the
          General Rules and Regulations under the Exchange Act, as in effect on
          January 1, 2001.

               c.  "Interested person" shall mean any person (other than the
          Corporation or any subsidiary) that is the direct or indirect
          Beneficial Owner of five percent (5%) or more of the aggregate voting
          power of the Voting Shares, and any Affiliate or Associate of any such
          person.  For the purpose of determining whether a person is an
          Interested Person, the outstanding Voting Shares include

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<PAGE>

          unissued shares of voting stock of the Corporation of which the
          Interested Person is the Beneficial Owner, but shall not include any
          other shares of voting stock of the Corporation which may be issuable
          pursuant to any agreement, arrangement or understanding, or upon
          exercise or conversion of rights, warrants or options, or otherwise to
          any person who is not the Interested Person.

               d.  "Market Price" of shares of the class of equity security of
          the Corporation on any day shall mean the highest sale price (regular
          way) of shares of such class of such equity security on such day, or,
          if that day is not a trading day, on the trading day immediately
          preceding such day, on the largest principal national securities
          exchange on which such class of stock is then listed or admitted to
          trading, or if not listed or admitted to trading on any national
          securities exchange, then the highest reported sale price for such
          shares in the over-the-counter market as reported on the NASDAQ
          National Market System, or if such sale price shall not be reported
          thereon, the highest bid price so reported, or, of such price shall
          not be reported thereon, as the same shall be reported by the National
          Quotation Bureau, Incorporated, or if the price is not determinable as
          set forth above, as determined in good faith by the Board of
          Directors.

               e.  "Person" shall mean any individual, partnership, firm,
          corporation, association, trust, unincorporated organization or other
          entity, as well as any syndicate or group deemed to be a person
          pursuant to Section 13(d)(3) of the Exchange Act, as in effect on
          January 1, 2001.

               f.  "Subsidiary" shall mean any company or entity of which the
          Corporation owns, directly or indirectly, (i) a majority of the
          outstanding shares of equity securities, or (ii) shares having a
          majority of the voting power represented by all of the outstanding
          Voting Stock of such company entitled to vote generally in the
          election of directors.  For the purpose of determining whether a
          company is a Subsidiary, the outstanding voting stock and shares of
          equity securities thereof shall include unissued shares of which The
          Corporation is the beneficial owner but, except for the purpose of
          determining whether a company is a Subsidiary for the purpose of
          Subsection 3(c) hereof shall not include any shares which may be
          issuable pursuant to any agreement, arrangement, or understanding, or
          upon the exercise of conversion rights, warrants or options, or
          otherwise to any Person who is not the Corporation.

               g.  "Voting shares" shall mean the outstanding shares of capital
          stock of the Corporation entitled to vote generally in the election of
          directors.

                                 ARTICLE VIII

                               SUNDRY PROVISIONS

     Section 8.01.  Fiscal Year.  The fiscal year of the Corporation shall end
                    -----------
on the 31st day of December of each year.

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<PAGE>

     Section 8.02.  Seal.  The seal of the Corporation shall bear the name of
                    ----
the Corporation and the words "Delaware" and "Incorporated January 16, 2001."

     Section 8.03.  Voting of Stock in Other Corporations.  Any shares of stock
                    -------------------------------------
in other corporations or associations, which may from time to time be held by
the Corporation, may be represented and voted at any of the stockholders'
meetings thereof by the Chief Executive Officer or his designee.  The Board of
Directors, however, may by resolution appoint some other person or persons to
vote such shares, in which case such person or persons shall be entitled to vote
such shares upon the production of a certified copy of such resolution.

     Section 8.04.  Amendments.  These Bylaws may be adopted, repealed,
                    ----------
rescinded, altered or amended only as provided in Articles Fifth and Sixth of
the Certificate.

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