EXHIBIT 3.2
 
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                         INTERNATIONAL STEEL GROUP INC.
 
                           AMENDED AND RESTATED BYLAWS
 
                                As Adopted and in
                          Effect as of October 28, 2003
 
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                                TABLE OF CONTENTS
 
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STOCKHOLDERS' MEETINGS...................................................     1
 
      1.       Time and Place of Meetings................................     1
 
      2.       Annual Meeting............................................     1
 
      3.       Special Meetings..........................................     1
 
      4.       Notice of Meetings........................................     1
 
      5.       Inspectors................................................     2
 
      6.       Quorum....................................................     2
 
      7.       List of Stockholders......................................     2
 
      8.       Voting; Proxies...........................................     2
 
      9.       Order of Business.........................................     3
 
DIRECTORS................................................................     5
 
      10.      Function..................................................     5
 
      11.      Number, Election, and Terms...............................     5
 
      12.      Vacancies and Newly Created Directorships.................     5
 
      13.      Removal...................................................     5
 
      14.      Nominations of Directors; Election........................     5
 
      15.      Resignation...............................................     7
 
      16.      Regular Meetings..........................................     7
 
      17.      Special Meetings..........................................     7
 
      18.      Quorum....................................................     8
 
      19.      Participation in Meetings by Remote Communications........     8
 
      20.      Committees................................................     8
 
      21.      Compensation..............................................     9
 
      22.      Rules.....................................................     9
 
      23.      Action without Meeting....................................     9
 
NOTICES..................................................................     9
 
      24.      Generally.................................................     9
 
      25.      Waivers...................................................     9
 
OFFICERS.................................................................    10
 
      26.      Generally.................................................    10
 
      27.      Compensation..............................................    10
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      28.      Succession................................................    10
 
      29.      Voting Securities Owned by the Company....................    10
 
      30.      Authority and Duties......................................    10
 
STOCK....................................................................    11
 
      31.      Certificates..............................................    11
 
      32.      Classes of Stock..........................................    11
 
      33.      Lost, Stolen, or Destroyed Certificates...................    11
 
      34.      Transfer..................................................    11
 
      35.      Record Dates..............................................    11
 
      36.      Transfer Agents...........................................    12
 
DIVIDENDS................................................................    12
 
      37.      Dividends.................................................    12
 
GENERAL..................................................................    12
 
      38.      Fiscal Year...............................................    12
 
      39.      Seal......................................................    12
 
      40.      Location and Reliance Upon Books, Reports, and Records....    12
 
      41.      Time Periods..............................................    13
 
      42.      Amendments................................................    13
 
      43.      Certain Defined Terms.....................................    13
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                             STOCKHOLDERS' MEETINGS
 
         1.       Time and Place of Meetings. All meetings of the stockholders
for the election of Directors or for any other purpose will be held at such time
and place, within or without the State of Delaware, as may be designated by the
Board of Directors (the "Board") of International Steel Group Inc. (the
"Company") or, in the absence of a designation by the Board, the Chairman of the
Board (the "Chairman"), the Chief Executive Officer, the President, or the
Secretary, and stated in the notice of meeting. Notwithstanding the foregoing,
the Board may, in its sole discretion, determine that meetings of the
stockholders shall not be held at any place, but may instead be held by means of
remote communications, subject to the guidelines and procedures as the Board may
adopt from time to time. The Board may postpone and reschedule any previously
scheduled annual or special meeting of the stockholders.
 
         2.       Annual Meeting. An annual meeting of the stockholders will be
held at such date and time as may be designated from time to time by the Board,
at which meeting the stockholders will elect by a plurality vote the Directors
to succeed those whose terms expire at such meeting and will transact such other
business as may properly be brought before the meeting in accordance with Bylaw
8.
 
         3.       Special Meetings. Special meetings of the stockholders may be
called by the Chairman, the Chief Executive Officer, the President, or the
Secretary within 10 calendar days after receipt of the written request of a
majority of the total number of Directors that the Company would have if there
were no vacancies (the "Whole Board"). Any such request by a majority of the
Whole Board must be sent to the Chairman and the Secretary and must state the
purpose or purposes of the proposed meeting. Special meetings of holders of the
outstanding Preferred Stock, $0.01 par value, of the Company (the "Preferred
Stock"), if any, may be called in the manner and for the purposes provided in
the applicable Preferred Stock Designation (as defined in the Company's Third
Amended and Restated Certificate of Incorporation, as may in the future be
further amended or amended and supplemented (the "Certificate of
Incorporation")).
 
         4.       Notice of Meetings. Written notice of every meeting of the
stockholders, stating the place, if any, date, and time thereof, the means of
remote communications, if any, by which stockholders and proxy holders may be
deemed to be present in person and vote at such meeting, and, in the case of a
special meeting, the purpose or purposes for which the meeting is called, will
be given not less than 10 nor more than 60 calendar days before the date of the
meeting to each stockholder of record entitled to vote at such meeting, except
as otherwise provided herein or by law. Written notice of every meeting of
stockholders shall be given by personal delivery or by mail or by electronic
communication to the extent permitted by the Delaware General Corporation Law.
If mailed, such notice shall be deemed given when deposited in the United States
mail, postage prepaid, directed to the stockholder at such stockholder's address
as it appears on the records of the Company. If electronically transmitted, such
notice shall be deemed given when directed to an electronic mail address at
which the stockholder has consented to receive notice. Confirmation of receipt
will not be required. When a meeting is adjourned to another place, date, or
time, written notice need not be given of the adjourned meeting if the place, if
any, date, and time thereof, and the means of remote communications, if
 
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any, by which stockholders and proxy holders may be deemed to be present in
person and vote at such adjourned meeting are announced at the meeting at which
the adjournment is taken; provided, however, that if the adjournment is for more
than 30 calendar days, or if after the adjournment a new record date is fixed
for the adjourned meeting, written notice of the place, if any, date, and time
thereof, and the means of remote communications, if any, by which stockholders
and proxy holders may be deemed to be present in person and vote at such
adjourned meeting must be given in conformity herewith. At any adjourned
meeting, any business may be transacted which properly could have been
transacted at the original meeting.
 
         5.       Inspectors. The Board shall appoint one or more inspectors of
election to act as judges of the voting, to determine those entitled to vote at
any meeting of the stockholders and to make a written report thereof, or any
adjournment thereof, in advance of such meeting subject to, and in accordance
with, Delaware General Corporation Law. The Board may designate one or more
persons as alternate inspectors to replace any inspector who fails to act. If no
inspector or alternate is able to act at a meeting of stockholders, the
presiding officer of the meeting may appoint one or more substitute inspectors.
Each inspector, before entering upon the discharge of the duties of inspector,
shall take and sign an oath faithfully to execute the duties of inspector with
strict impartiality and according to the best of such inspector's ability.
 
         6.       Quorum. Except as otherwise provided by law, by the Company's
Certificate of Incorporation, or in a Preferred Stock Designation, the holders
of a majority of the stock issued and outstanding and entitled to vote thereat,
present in person or represented by proxy, will constitute a quorum at all
meetings of the stockholders for the transaction of business thereat. If,
however, such quorum is not present or represented at any meeting of the
stockholders, the stockholders entitled to vote thereat, present in person or
represented by proxy, will have the power to adjourn the meeting from time to
time, as provided in these Bylaws and the Delaware General Corporation Law,
until a quorum is present or represented. When a quorum is once present it is
not broken by the subsequent withdrawal of any stockholder.
 
         7.       List of Stockholders. It shall be the duty of the Secretary or
other officer who has charge of the stock ledger to prepare and make, at least
10 days before the meeting of the stockholders, a complete list of the
stockholders entitled to vote thereat, arranged in alphabetical order, and
showing the address of each stockholder and the number of shares registered in
such stockholder's name. Such list shall be produced and kept available at the
times and places required by Delaware General Corporation Law.
 
         8.       Voting; Proxies. Except as otherwise provided by law, by the
Company's Certificate of Incorporation, or in a Preferred Stock Designation,
each stockholder will be entitled at every meeting of the stockholders to one
vote for each share of stock having voting power standing in the name of such
stockholder on the books of the Company on the record date for the meeting and
such votes may be cast either in person or by proxy but no such proxy shall be
voted upon after three years from its date, unless such proxy provides for a
longer period. Every proxy must be in a form permitted by the Delaware General
Corporation Law. Without affecting any vote previously taken, a stockholder may
revoke any proxy that is not irrevocable by attending the meeting and voting in
person, by revoking the proxy by giving notice to the Secretary of the Company,
or by a later appointment of a proxy. The vote upon any question
 
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brought before a meeting of the stockholders may be by voice vote, unless
otherwise required by the Delaware General Corporation Law, the Certificate of
Incorporation or these Bylaws or unless the Chairman or the holders of a
majority of the outstanding shares of all classes of stock entitled to vote
thereon present in person or by proxy at such meeting otherwise determine. Every
vote taken by written ballot will be counted by the inspectors of election. When
a quorum is present at any meeting, the affirmative vote of the holders of a
majority of the stock present in person or represented by proxy at the meeting
and entitled to vote on the subject matter and which has actually been voted
will be the act of the stockholders, except in the election of Directors or as
otherwise provided in these Bylaws, the Certificate of Incorporation, a
Preferred Stock Designation, or by law.
 
         9.       Order of Business. (a) The Chairman, or such other officer of
the Company designated by a majority of the Whole Board, will call meetings of
the stockholders to order and will act as presiding officer thereof. Unless
otherwise determined by the Board prior to the meeting, the presiding officer of
the meeting of the stockholders will also determine the order of business and
have the authority in his or her sole discretion to regulate the conduct of any
such meeting, including without limitation by imposing restrictions on the
persons (other than stockholders of the Company or their duly appointed proxies)
that may attend any such stockholders' meeting, by ascertaining whether any
stockholder or his proxy may be excluded from any meeting of the stockholders
based upon any determination by the presiding officer, in his sole discretion,
that any such person has unduly disrupted or is likely to disrupt the
proceedings thereat, and by determining the circumstances in which any person
may make a statement or ask questions at any meeting of the stockholders.
 
         (b)      At an annual meeting of the stockholders, only such business
will be conducted or considered as is properly brought before the annual
meeting. To be properly brought before an annual meeting, business must be (i)
specified in the notice of the annual meeting (or any supplement thereto) given
by or at the direction of the Board in accordance with Bylaw 4, (ii) otherwise
properly brought before the meeting by the presiding officer or by or at the
direction of a majority of the Whole Board, or (iii) otherwise properly
requested to be brought before the annual meeting by a stockholder of the
Company in accordance with Bylaw 9(c).
 
         (c)      For business to be properly requested by a stockholder to be
brought before an annual meeting, (i) the stockholder must be a stockholder of
the Company of record at the time of the giving of the notice for such annual
meeting provided for in these Bylaws, (ii) the stockholder must be entitled to
vote at such meeting, (iii) the stockholder must have given timely notice
thereof in writing to the Secretary and (iv) if the stockholder, or the
beneficial owner on whose behalf any business is brought before the meeting, has
provided the Company with a Proposal Solicitation Notice, as that term is
defined in this Bylaw 9(c) below, such stockholder or beneficial owner must have
delivered a proxy statement and form of proxy to the holders of at the least the
percentage of shares of the Company entitled to vote required to approve such
business that the stockholder proposes to bring before the annual meeting and
included in such materials the Proposal Solicitation Notice. To be timely, a
stockholder's notice must be delivered to or mailed and received at the
principal executive offices of the Company not less than 60 nor more than 90
calendar days prior to the first anniversary of the date on which the Company
first mailed its proxy materials for the preceding year's annual meeting of
stockholders; provided,
 
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however, that if the date of the annual meeting is advanced more than 30
calendar days prior to or delayed by more than 30 calendar days after the
anniversary of the preceding year's annual meeting, notice by the stockholder to
be timely must be so delivered not later than the close of business on the later
of the 90th calendar day prior to such annual meeting or the 10th calendar day
following the day on which public disclosure of the date of such meeting is
first made. In no event shall the public disclosure of an adjournment of an
annual meeting commence a new time period for the giving of a stockholder's
notice as described above. With respect to the annual meeting of stockholders of
the Company to be held in the year 2004, to be timely, a stockholder's notice
must be so received not earlier than the 90th calendar day prior to such annual
meeting and not later than the close of business on the later of (A) the 60th
calendar day prior to such annual meeting and (B) the 10th day following the
calendar day on which public disclosure of the date of such annual meeting was
first made, whichever first occurs. A stockholder's notice to the Secretary must
set forth as to each matter the stockholder proposes to bring before the annual
meeting (A) a description in reasonable detail of the business desired to be
brought before the annual meeting and the reasons for conducting such business
at the annual meeting, (B) the name and address, as they appear on the Company's
books, of the stockholder proposing such business and the beneficial owner, if
any, on whose behalf the proposal is made, (C) the class or series and number of
shares of capital stock of the Company that are owned beneficially and of record
by the stockholder proposing such business and by the beneficial owner, if any,
on whose behalf the proposal is made, (D) a description of all arrangements or
understandings among such stockholder, the beneficial owner on whose behalf the
notice is given and any other person or persons (including their names) in
connection with the proposal of such business of such stockholder and any
material interest of such stockholder in such business, (E) whether either such
stockholder or beneficial owner intends to deliver a proxy statement and form of
proxy to holders of at least the percentage of shares of the Company entitled to
vote required to approve the proposal (an affirmative statement of such intent,
a "Proposal Solicitation Notice"), and (F) a representation that such
stockholder intends to appear in person or by proxy at the annual meeting to
bring such business before the annual meeting. Notwithstanding the foregoing
provisions of this Bylaw 9(c), a stockholder must also comply with all
applicable requirements of the Securities Exchange Act of 1934 and the rules and
regulations thereunder (the "Exchange Act") with respect to the matters set
forth in this Bylaw 9(c). Nothing in this Bylaw 9(c) will be deemed to affect
any rights of stockholders to request inclusion of proposals in the Company's
proxy statement pursuant to Rule 14a-8 under the Exchange Act. For purposes of
this Bylaw 9(c), "public disclosure" means disclosure in a press release
reported by the Dow Jones News Service, Associated Press, Reuters, Bloomberg or
comparable national news service or in a document filed by the Company with the
Securities and Exchange Commission pursuant to the Exchange Act or furnished to
stockholders.
 
         (d)      At a special meeting of stockholders, only such business may
be conducted or considered as is properly brought before the meeting. To be
properly brought before a special meeting, business must be (i) specified in the
notice of the meeting (or any supplement thereto) given in accordance with
Bylaws 3 and 4 or (ii) otherwise properly brought before the meeting by the
presiding officer or by or at the direction of a majority of the Whole Board.
 
         (e)      The determination of whether any business sought to be brought
before any annual or special meeting of the stockholders is properly brought
before such meeting in
 
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accordance with this Bylaw 9 will be made by the presiding officer of such
meeting. If the presiding officer determines that any business is not properly
brought before such meeting, he or she will so declare to the meeting and any
such business will not be conducted or considered.
 
                                    DIRECTORS
 
         10.      Function. The business and affairs of the Company will be
managed by or under the direction of its Board which may exercise all such
powers of the Company and do all such lawful acts and things as are not by
statute or by the Certificate of Incorporation or by these Bylaws required to be
exercised or done by the stockholders.
 
         11.      Number, Election, and Terms. Subject to the rights, if any, of
any series of Preferred Stock to elect additional Directors under circumstances
specified in a Preferred Stock Designation, the authorized number of Directors
shall be such number as shall from time to time be fixed by a vote of a majority
of the Whole Board. The Directors, other than those who may be elected by the
holders of any series of the Preferred Stock, will be classified with respect to
the time for which they severally hold office in accordance with the Certificate
of Incorporation.
 
         12.      Vacancies and Newly Created Directorships. Subject to the
rights, if any, of the holders of any series of Preferred Stock to elect
additional Directors under circumstances specified in a Preferred Stock
Designation, newly created directorships resulting from any increase in the
number of Directors and any vacancies on the Board resulting from death,
resignation, disqualification, removal, or other cause will 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, or by a sole remaining Director.
Any Director elected in accordance with the preceding sentence will 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 is elected and qualified or until their earlier resignation,
retirement, removal or death. No decrease in the number of Directors
constituting the Board will shorten the term of an incumbent Director.
Notwithstanding the forgoing, in the event the Chairman is unable to continue to
serve as the Chairman, whether as a result of death, resignation,
disqualification, removal, or other cause, then the Chief Executive Officer
shall automatically become the Chairman for the remainder of the then current
term.
 
         13.      Removal. Subject to the rights, if any, of the holders of any
series of Preferred Stock to elect additional Directors under circumstances
specified in a Preferred Stock Designation, any Director may be removed from
office by the stockholders only for cause and only in the manner provided in the
Certificate of Incorporation and, if applicable, any amendment to this Bylaw 13.
 
         14.      Nominations of Directors; Election. (a) Subject to the rights,
if any, of the holders of any series of Preferred Stock to elect additional
Directors under circumstances specified in a Preferred Stock Designation, only
persons who are nominated in accordance with this Bylaw 14 will be eligible for
election at a meeting of stockholders as Directors of the Company.
 
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         (b)      Nominations of persons for election as Directors of the
Company may be made only at an annual meeting of stockholders (i) by or at the
direction of the Board or a committee thereof or (ii) by any stockholder that is
a stockholder of record at the time of giving of notice provided for in this
Bylaw 14, who is entitled to vote for the election of Directors at such meeting,
and who complies with the procedures set forth in this Bylaw 14. If a
stockholder, or a beneficial owner on whose behalf any such nomination is made,
has provided the Company with a Nomination Solicitation Notice, as that term is
defined in this Bylaw 14 below, such stockholder or beneficial owner must have
delivered a proxy statement and form of proxy to the holders of at least the
percentage of shares of the Company entitled to vote required to approve such
nomination and included in such materials the Nomination Solicitation Notice.
All nominations by stockholders must be made pursuant to timely notice in proper
written form to the Secretary.
 
         (c)      To be timely, a stockholder's notice with respect to
nominations of persons for election as Directors of the Company must be
delivered to or mailed and received at the principal executive offices of the
Company not less than 60 nor more than 90 calendar days prior to the first
anniversary of the date on which the Company first mailed its proxy materials
for the preceding year's annual meeting of stockholders; provided, however, that
if the date of the annual meeting is advanced more than 30 calendar days prior
to or delayed by more than 30 calendar days after the anniversary of the
preceding year's annual meeting, notice by the stockholder to be timely must be
so delivered not later than the close of business on the later of the 90th
calendar day prior to such annual meeting or the 10th calendar day following the
day on which public disclosure of the date of such meeting is first made. In no
event shall the public disclosure of an adjournment of an annual meeting
commence a new time period for the giving of a stockholder's notice as described
above. With respect to the annual meeting of stockholders of the Company to be
held in the year 2004, to be timely, a stockholder's notice must be so received
not earlier than the 90th calendar day prior to such annual meeting and not
later than the close of business on the 10th calendar day following the day on
which public disclosure of the date of such annual meeting was first made,
whichever first occurs. To be in proper written form, such stockholder's notice
must set forth or include (i) the name and address, as they appear on the
Company's books, of the stockholder giving the notice and of the beneficial
owner, if any, on whose behalf the nomination is made; (ii) a representation
that the stockholder giving the notice is a holder of record of capital stock of
the Company entitled to vote at such annual meeting; (iii) the class and number
of shares of capital stock of the Company owned beneficially and of record by
the stockholder giving the notice and by the beneficial owner, if any, on whose
behalf the nomination is made; (iv) a description of all arrangements or
understandings between or among any of (A) the stockholder giving the notice,
(B) the beneficial owner on whose behalf the notice is given, (C) each nominee,
and (D) any other person or persons (naming such person or persons) pursuant to
which the nomination or nominations are to be made by the stockholder giving the
notice; (v) the name, age, business address, residence address and occupation of
the nominee proposed by the stockholder; (vi) such other information regarding
each nominee proposed by the stockholder giving the notice as would be required
to be included in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission had the nominee been nominated, or intended
to be nominated, by the Board; (vii) the signed consent of each nominee to serve
as a Director of the Company if so elected; (viii) whether either such
stockholder or beneficial owner intends to deliver a proxy statement and form of
proxy to
 
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holders of at least the percentage of shares of the Company entitled to vote
required to elect such nominee or nominees (an affirmative statement of such
intent, a "Nomination Solicitation Notice"); and (ix) a representation that such
stockholder intends to appear in person or by proxy at the meeting to nominate
the person or persons specified in the notice. At the request of the Board, any
person nominated by the Board for election as a Director must furnish to the
Secretary that information required to be set forth in a stockholder's notice of
nomination which pertains to the nominee. The presiding officer of any annual
meeting will, if the facts warrant, determine that a nomination was not made in
accordance with the procedures prescribed by this Bylaw 14, and if he or she
should so determine, he or she will so declare to the meeting and the defective
nomination will be disregarded. Notwithstanding the foregoing provisions of this
Bylaw 14, a stockholder must also comply with all applicable requirements of the
Exchange Act with respect to the matters set forth in this Bylaw 14. Nothing in
the foregoing provision shall obligate the Company or the Board to include in
any proxy statement or other stockholder communication distributed on behalf of
the Company or the Board information with respect to any nominee for Directors
submitted by a stockholder. For purposes of this Bylaw 14(c), "public
disclosure" means disclosure in a press release reported by the Dow Jones News
Service, Associated Press, Reuters, Bloomberg or comparable national news
service or in a document filed by the Company with the Securities and Exchange
Commission pursuant to the Exchange Act or furnished to stockholders.
 
         (d)      Notwithstanding the forgoing, no Director may be nominated for
election or re-election after the age of 74.
 
         15.      Resignation. Any Director may resign at any time by giving
notice in writing or by electronic submission of his or her resignation to the
Chairman or the Secretary. Unless otherwise stated in such notice of
resignation, the acceptance thereof shall not be necessary to make it effective;
and such resignation shall take effect at the time specified therein or, in the
absence of such specification, it shall take effect upon the receipt thereof.
 
         16.      Regular Meetings. Regular meetings of the Board may be held
immediately after the annual meeting of the stockholders and at such other time
and place either within or without the State of Delaware as may from time to
time be determined by the Board. Notice of regular meetings of the Board need
not be given.
 
         17.      Special Meetings. Special meetings of the Board may be called
by the Chairman, by the President or by a majority of the Whole Board and notice
will be deemed given to each Director by whom such notice is not waived, if it
is given 24 hours before the start of the meeting (i) in person, (ii) by
facsimile telecommunication, when directed to a number at which the Director has
consented to receive notice, (iii) by electronic mail, when directed to an
electronic mail address at which the Director has consented to receive notice or
(iv) by other similar medium of communication, or if it is given 72 hours before
the start of the meeting by mail, when deposited in the United States mail,
postage prepaid, and when directed to an address to which the Director has
consented to receive notice. Special meetings of the Board may be held at such
time and place either within or without the State of Delaware as is determined
by the Board or specified in the notice of any such meeting.
 
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         18.      Quorum. At all meetings of the Board, a majority of the Whole
Board will constitute a quorum for the transaction of business. Except for the
designation of committees as hereinafter provided and except for actions
required by these Bylaws or the Certificate of Incorporation to be taken by a
majority of the Whole Board, the act of a majority of the Directors present at
any meeting at which there is a quorum will be the act of the Board. If a quorum
is not present at any meeting of the Board, the Directors present thereat may
adjourn the meeting from time to time to another place, time, or date, without
notice other than announcement at the meeting, until a quorum is present.
 
         19.      Participation in Meetings by Remote Communications. Members of
the Board or any committee designated by the Board may participate in a meeting
of the Board or any such committee, as the case may be, by means of telephone
conference or other means by which all persons participating in the meeting can
hear each other, and such participation in a meeting will constitute presence in
person at the meeting.
 
         20.      Committees. (a) The Board, by resolution passed by a majority
of the Whole Board, will designate an executive committee (the "Executive
Committee") of not less than two members of the Board, one of whom will be the
Chairman. The Executive Committee will have and may exercise the powers of the
Board, except the power to amend these Bylaws or the Certificate of
Incorporation (except, to the extent authorized by a resolution of the Whole
Board, to fix the designation, preferences, and other terms of any series of
Preferred Stock), fill any vacancy on the Executive Committee, adopt an
agreement of merger or consolidation, authorize the issuance of stock, declare a
dividend, or recommend to the stockholders the sale, lease, or exchange of all
or substantially all of the Company's property and assets, a dissolution of the
Company, or a revocation of a dissolution, and except as otherwise provided by
law.
 
         (b)      The Board, by resolution passed by a majority of the Whole
Board, may designate one or more additional committees. Each such committee will
consist of one or more Directors and each to have such lawfully delegable powers
and duties as the Board may confer; provided, however, that no committee shall
exercise any power or duty expressly required by the Delaware General
Corporation Law, as it may be amended from time to time, to be acted upon by the
Board.
 
         (c)      The members of each committee of the Board will serve in such
capacity at the pleasure of the Board or as may be specified in any resolution
from time to time adopted by the Board. The Board may designate one or more
Directors as alternate members of any such committee, who may replace any absent
or disqualified member at any meeting of such committee. In lieu of such
designation by the Board, in the absence or disqualification of any member of a
committee of the Board, the members thereof present at any such meeting of such
committee and not disqualified from voting, whether or not they constitute a
quorum, may unanimously appoint another member of the Board to act at the
meeting in the place of any such absent or disqualified member.
 
         (d)      Except as otherwise provided in these Bylaws or by law, any
committee of the Board, to the extent provided in Bylaw 20(a) or, if applicable,
in the resolution of the Board, will have and may exercise all the powers and
authority of the Board in the direction of the
 
                                       8
 
<PAGE>
 
management of the business and affairs of the Company. Any such committee
designated by the Board will have such name as may be determined from time to
time by resolution adopted by the Board. Unless otherwise prescribed by the
Board, a majority of the members of any committee of the Board will constitute a
quorum for the transaction of business, and the act of a majority of the members
present at a meeting at which there is a quorum will be the act of such
committee. Each committee of the Board may prescribe its own rules for calling
and holding meetings and its method of procedure, subject to any rules
prescribed by the Board. Each committee of the Board shall keep written minutes
of its proceedings and shall report on such proceedings to the Board.
 
         21.      Compensation. The Board may establish the compensation for,
and reimbursement of the expenses of, Directors for membership on the Board and
on committees of the Board, attendance at meetings of the Board or committees of
the Board, and for other services by Directors to the Company or any of its
majority-owned subsidiaries. No such payment shall preclude any director from
serving the Company in any other capacity and receiving compensation therefor.
Members of special or standing committees may be allowed like compensation for
service as committee members.
 
         22.      Rules. The Board may adopt rules and regulations for the
conduct of meetings and the oversight of the management of the affairs of the
Company.
 
         23.      Action without Meeting. Any action required or permitted to be
taken at any meeting of the Board or any committee thereof may be taken without
a meeting if all of the members of the Board or of any such committee consent
thereto in writing or by electronic transmission, and the writing or writings or
electronic transmission or transmissions are filled with the minutes or
proceedings of the Board or of such committee. Such filing shall be in paper
form if the minutes are maintained in paper form and shall be in electronic form
if the minutes are maintained in electronic form.
 
                                     NOTICES
 
         24.      Generally. Except as otherwise provided by law, these Bylaws,
or the Certificate of Incorporation, whenever by law or under the provisions of
the Certificate of Incorporation or these Bylaws notice is required to be given
to any Director or stockholder, it will not be construed to require personal
notice, but such notice may be given in writing, by mail or courier service,
addressed to such Director or stockholder, at the address of such Director or
stockholder as it appears on the records of the Company, with postage thereon
prepaid, and such notice will be deemed to be given at the time when the same is
deposited in the United States mail. Notice to Directors may also be given by
telephone, telegram, facsimile, electronic transmission or similar medium of
communication or as otherwise may be permitted by these Bylaws.
 
         25.      Waivers. Whenever any notice is required to be given by law or
under the provisions of the Certificate of Incorporation or these Bylaws, a
waiver thereof in writing, signed by the person or persons entitled to such
notice or such person's duly authorized attorney, or a waiver by electronic
transmission by the person whether before or after the time of the event for
which notice is to be given, will be deemed equivalent to such notice.
Attendance of a person at
 
                                       9
 
<PAGE>
 
a meeting will constitute a waiver of notice of such meeting, except when the
person attends a meeting for the express purpose of objecting, at the beginning
of the meeting, to the transaction of any business because the meeting is not
lawfully called or convened.
 
                                    OFFICERS
 
         26.      Generally. The officers of the Company will be elected by the
Board and will consist of a Chairman, a Chief Executive Officer, a President, a
Secretary, and a Treasurer. The Board may also choose any or all of the
following: one or more Vice Chairmen, one or more Assistants to the Chairman,
one or more Vice Presidents (who may be given particular designations with
respect to authority, function, or seniority), one or more Assistant
Secretaries, one or more Assistant Treasurers and such other officers as the
Board may from time to time determine. Notwithstanding the foregoing, by
specific action the Board may authorize the Chairman to appoint any person to
any office other than Chairman, Chief Executive Officer, President, Secretary,
or Treasurer. Any number of offices may be held by the same person. Any of the
offices may be left vacant from time to time as the Board may determine. In the
case of the absence or disability of any officer of the Company or for any other
reason deemed sufficient by a majority of the Board, the Board may delegate the
absent or disabled officer's powers or duties to any other officer or to any
Director.
 
         27.      Compensation. The compensation of all officers and agents of
the Company who are also Directors of the Company will be fixed by the Board or
by a committee of the Board. The Board may fix, or delegate the power to fix,
the compensation of other officers and agents of the Company to an officer of
the Company.
 
         28.      Succession. The officers of the Company will hold office until
their successors are elected and qualified or until their earlier resignation,
retirement, removal or death. Any officer may be removed at any time by the
affirmative vote of a majority of the Whole Board. Any vacancy occurring in any
office of the Company may be filled by the Board or by the Chairman as provided
in Bylaw 26.
 
         29.      Voting Securities Owned by the Company. Powers of attorney,
proxies, waivers of notice of meeting, consents and other instruments relating
to securities owned by the Company may be executed in the name of and on behalf
of the Company by the President or any Vice President or any other officer
authorized to do so by the Board and any such officer may, in the name of and on
behalf of the Company, take all such action as any such officer may deem
advisable to vote in person or by proxy at any meeting of security holders of
any corporation in which the Company may own securities and at any such meeting
shall possess and may exercise any and all rights and power incident to the
ownership of such securities and which, as the owner thereof, the Company might
have exercised and possessed if present. The Board may, by resolution, from time
to time confer like powers upon any other person or persons.
 
         30.      Authority and Duties. Each of the officers of the Company will
have such authority and will perform such duties as are customarily incident to
their respective offices or as may be specified from time to time by the Board.
 
                                       10
 
<PAGE>
 
                                      STOCK
 
         31.      Certificates. Certificates representing shares of stock of the
Company will be in such form as is determined by the Board, subject to
applicable legal requirements. Each such certificate will be numbered and its
issuance recorded in the books of the Company, and such certificate will exhibit
the holder's name and the number of shares and will be signed by, or in the name
of, the Company by the Chairman or the President and the Secretary or an
Assistant Secretary, or the Treasurer or an Assistant Treasurer, and will also
be signed by, or bear the facsimile signature of, a duly authorized officer or
agent of any properly designated transfer agent of the Company. Any or all of
the signatures and the seal of the Company, if any, upon such certificates may
be facsimiles, engraved, or printed. Such certificates may be issued and
delivered notwithstanding that the person whose facsimile signature appears
thereon may have ceased to be such officer at the time the certificates are
issued and delivered.
 
         32.      Classes of Stock. The designations, powers, preferences, and
relative participating, optional, or other special rights of the various classes
of stock or series thereof, and the qualifications, limitations, or restrictions
thereof, will be set forth in full or summarized on the face or back of the
certificates which the Company issues to represent its stock or, in lieu
thereof, such certificates will set forth the office of the Company from which
the holders of certificates may obtain a copy of such information at no charge.
 
         33.      Lost, Stolen, or Destroyed Certificates. The Secretary may
direct a new certificate or certificates to be issued in place of any
certificate or certificates theretofore issued by the Company alleged to have
been lost, stolen, or destroyed, upon the making of an affidavit of that fact,
satisfactory to the Secretary, by the person claiming the certificate of stock
to be lost, stolen, or destroyed. As a condition precedent to the issuance of a
new certificate or certificates, the Secretary may require the owners of such
lost, stolen, or destroyed certificate or certificates to give the Company a
bond in such sum and with such surety or sureties as the Secretary may direct as
indemnity against any claims that may be made against the Company with respect
to the certificate alleged to have been lost, stolen, or destroyed or the
issuance of the new certificate.
 
         34.      Transfer. Stock of the Company shall be transferable in the
manner prescribed by applicable law and in these Bylaws. Transfers of stock
shall be made on the books of the Company only by the person named in the
certificate or by such person's attorney lawfully constituted in writing and
upon the surrender of the certificate therefor, properly endorsed for transfer
and payment of all necessary transfer taxes; provided, however, that such
surrender and endorsement or payment of taxes shall not be required in any case
in which the officers of the Company shall determine to waive such requirement.
Every certificate exchanged, returned or surrendered to the Company shall be
marked "Cancelled," with the date of cancellation, by the Secretary or Assistant
Secretary of the Company or the transfer agent thereof. No transfer of stock
shall be valid as against the Company for any purpose until it shall have been
entered in the stock records of the Company by an entry showing from and to whom
transferred.
 
         35.      Record Dates. (a) In order that the Company may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, the Board may fix a record date, which will not be more
than 60 nor less than 10 calendar days
 
                                       11
 
<PAGE>
 
before the date of such meeting. If no record date is fixed by the Board, the
record date for determining stockholders entitled to notice of or to vote at a
meeting of stockholders will be at the close of business on the calendar day
next preceding the day on which notice is given, or, if notice is waived, at the
close of business on the calendar day next preceding the day on which the
meeting is held. A determination of stockholders of record entitled to notice of
or to vote at a meeting of the stockholders will apply to any adjournment of the
meeting; provided, however, that the Board may fix a new record date for the
adjourned meeting.
 
         (b)      In order that the Company may determine the stockholders
entitled to receive payment of any dividend or other distribution or allotment
of any rights or the stockholders entitled to exercise any rights in respect of
any change, conversion, or exchange of stock, or for the purpose of any other
lawful action, the Board may fix a record date, which record date will not be
more than 60 calendar days prior to such action. If no record date is fixed, the
record date for determining stockholders for any such purpose will be at the
close of business on the calendar day on which the Board adopts the resolution
relating thereto.
 
         (c)      The Company will be entitled to treat the person in whose name
any share of its stock is registered as the owner thereof for all purposes, and
will not be bound to recognize any equitable or other claim to, or interest in,
such share on the part of any other person, whether or not the Company has
notice thereof, except as expressly provided by applicable law.
 
         36.      Transfer Agents. The Company may from time to time maintain
one or more transfer offices or agencies at such place or places as may be
determined from time to time by the Board.
 
                                    DIVIDENDS
 
         37.      Dividends. Subject to the provisions of Delaware General
Corporation Law and the Certificate of Incorporation (including any Preferred
Stock Designation), the Board shall have full power to declare and pay dividends
on the capital stock of the Company. Before payment of any dividend, there may
be set aside out of any funds of the Company available for dividends such sum or
sums as the Board from time to time, in its absolute discretion, may determine
for any proper purpose, and the Board may modify or abolish such reserve.
 
                                     GENERAL
 
         38.      Fiscal Year. The fiscal year of the Company will end on
December 31st of each year or such other date as may be fixed from time to time
by the Board.
 
         39.      Seal. The Board may adopt a corporate seal and use the same by
causing it or a facsimile thereof to be impressed or affixed or reproduced or
otherwise.
 
         40.      Location and Reliance Upon Books, Reports, and Records. The
books and records of the Company may be kept at such place or places as the
Board or the respective officers in charge thereof may from time to time
determine. The record books containing the names and addresses of all
stockholders, the number and class of shares of stock held by each and the dates
when they respectively became the owners of record thereof shall be kept by the
 
                                       12
 
<PAGE>
 
Secretary as prescribed in the Bylaws or by such officer or agent as shall be
designated by the Board. Each Director, each member of a committee designated by
the Board, and each officer of the Company will, in the performance of his or
her duties, be fully protected in relying in good faith upon the records of the
Company and upon such information, opinions, reports, or statements presented to
the Company by any of the Company's officers or employees, or committees of the
Board, or by any other person or entity as to matters the Director, committee
member, or officer believes are within such other person's professional or
expert competence and who has been selected with reasonable care by or on behalf
of the Company.
 
         41.      Time Periods. In applying any provision of these Bylaws that
requires that an act be performed or not be performed a specified number of days
prior to an event or that an act be done during a period of a specified number
of days prior to an event, calendar days will be used unless otherwise
specified, the day of the doing of the act will be excluded, and the day of the
event will be included.
 
         42.      Amendments. Except as otherwise provided by law or by the
Certificate of Incorporation or these Bylaws, these Bylaws or any of them may be
amended in any respect or repealed at any time, either (i) at any meeting of
stockholders, provided that any amendment or supplement proposed to be acted
upon at any such meeting has been described or referred to in the notice of such
meeting, or (ii) at any meeting of the Board, provided that no amendment adopted
by the Board may vary or conflict with any amendment adopted by the stockholders
in accordance with the Certificate of Incorporation and these Bylaws.
Notwithstanding the foregoing and anything contained in these Bylaws to the
contrary, the Bylaws may not be amended or repealed by the stockholders, and no
provision inconsistent therewith may be adopted by the stockholders, without the
affirmative vote of the holders of at least 80% of the voting power of the
outstanding Voting Stock, voting together as a single class.
 
         43.      Certain Defined Terms. Terms used herein with initial capital
letters that are not otherwise defined are used herein as defined in the
Certificate of Incorporation.
 
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