EXHIBIT 3.2
 
                         WHEELING-PITTSBURGH CORPORATION
 
                          AMENDED AND RESTATED BY-LAWS
 
                              ARTICLE I. - GENERAL.
 
         1.1. OFFICES. The registered office of Wheeling-Pittsburgh Corporation
(the "Company") shall be in the City of Wilmington, County of New Castle, State
of Delaware. The Company may also have offices at such other places both within
and without the State of Delaware as the Board of Directors may from time to
time determine or the business of the Company may require.
 
         1.2. SEAL. The seal, if any, of the Company shall be in the form of a
circle and shall have inscribed thereon "Wheeling-Pittsburgh Corporation -
Delaware 1990" and the words "Corporate Seal".
 
         1.3. FISCAL YEAR. The fiscal year of the Company shall be the period
from January 1 through December 31.
 
                           ARTICLE II. - STOCKHOLDERS.
 
         2.1. PLACE OF MEETINGS. Each meeting of the stockholders shall be held
upon notice as hereinafter provided, at such place as the Board of Directors
shall have determined and as shall be stated in such notice.
 
         2.2. ANNUAL MEETING. The annual meeting of the stockholders shall be
held each year on such date and at such time as the Board of Directors may
determine. At each annual meeting the stockholders entitled to vote shall elect
such members of the Board of Directors as are standing for election, by
plurality vote by ballot, and they may transact such other corporate business as
may properly be brought before the meeting. At the annual meeting any business
may be transacted, irrespective of whether the notice calling such meeting shall
have contained a reference thereto, except where notice is required by law, the
Company's Certificate of Incorporation, or these by-laws.
 
         2.3. QUORUM. At all meetings of the stockholders the holders of a
majority of the stock issued and outstanding and entitled to vote thereat,
present in person or represented by proxy, shall constitute a quorum requisite
for the transaction of business except as otherwise provided by law, the
Company's Certificate of Incorporation, or these by-laws. Whether or not there
is such a quorum at any meeting, the chairman of the meeting or the stockholders
entitled to vote thereat, present in person or by proxy, by a majority vote, may
adjourn the meeting from time to time without notice other than announcement at
the meeting. If the adjournment is for more than thirty (30) days, or if after
the adjournment a new record date is fixed for the adjourned meeting, a notice
of the adjourned meeting shall be given to each
<PAGE>
stockholder of record entitled to vote at the meeting. At such adjourned
meeting, at which the requisite amount of voting stock shall be represented, any
business may be transacted that might have been transacted if the meeting had
been held as originally called. The stockholders present in person or by proxy
at a duly called meeting at which a quorum is present may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum.
 
         2.4. RIGHT TO VOTE; PROXIES. Subject to the provisions of the Company's
Certificate of Incorporation, each holder of a share or shares of capital stock
of the Company having the right to vote at any meeting shall be entitled to one
vote for each such share of stock held by him. Any stockholder entitled to vote
at any meeting of stockholders may vote either in person or by proxy, but no
proxy that is dated more than three years prior to the meeting at which it is
offered shall confer the right to vote thereat unless the proxy provides that it
shall be effective for a longer period. A proxy may be granted by a writing
executed by the stockholder or his authorized agent or by transmission or
authorization of transmission of a telegram, cablegram, or other means of
electronic transmission to the person who will be the holder of the proxy or to
a proxy solicitation firm, proxy support service organization, or like agent
duly authorized by the person who will be the holder of the proxy to receive
such transmission, subject to the conditions set forth in Section 212 of the
Delaware General Corporation Law, as it may be amended from time to time (the
"DGCL").
 
         2.5. VOTING. At all meetings of stockholders, except as otherwise
expressly provided for by statute, the Company's Certificate of Incorporation,
or these by-laws, (i) in all matters other than the election of directors, the
affirmative vote of a majority of shares present in person or represented by
proxy at the meeting and entitled to vote on such matter shall be the act of the
stockholders and (ii) directors shall be elected by a plurality of the votes of
the shares present in person or represented by proxy at the meeting and entitled
to vote on the election of directors.
 
         2.6. NOTICE OF ANNUAL MEETINGS. Written notice of the annual meeting of
the stockholders shall be mailed to each stockholder entitled to vote thereat at
such address as appears on the stock books of the Company at least ten (10) days
(and not more than sixty (60) days) prior to the meeting. The Board of Directors
may postpone any annual meeting of the stockholders at its discretion, even
after notice thereof has been mailed. It shall be the duty of every stockholder
to furnish to the Secretary of the Company or to the transfer agent, if any, of
the class of stock owned by him and his post-office address, and to notify the
Secretary of any change therein. Notice need not be given to any stockholder who
submits a written waiver of notice signed by him before or after the time stated
therein. Attendance of a stockholder at a meeting of stockholders shall
constitute a waiver of notice of such meeting, except when the stockholder
attends the 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. Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the stockholders need be specified
in any written waiver of notice.
 
                                      -2-
<PAGE>
         2.7. STOCKHOLDERS' LIST. A complete list of the stockholders entitled
to vote at any meeting of stockholders, arranged in alphabetical order and
showing the address of each stockholder, and the number of shares registered in
the name of each stockholder, shall be prepared by the Secretary and filed
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, at least ten days before such meeting,
and shall at all times during the usual hours for business, and during the whole
time of said election, be open to the examination of any stockholder for a
purpose germane to the meeting.
 
         2.8. SPECIAL MEETINGS. Special meetings of the stockholders for any
purpose or purposes, unless otherwise provided by statute, may be called only by
the Chairman of the Board of Directors, the President or any three members of
the Board of Directors. Any such person or persons may postpone any special
meeting of the stockholders at its or their discretion, even after notice
thereof has been mailed.
 
         2.9. NOTICE OF SPECIAL MEETINGS. Written notice of a special meeting of
stockholders, stating the time and place and object thereof shall be mailed,
postage prepaid, not less than ten (10) nor more than sixty (60) days before
such meeting, to each stockholder entitled to vote thereat, at such address as
appears on the books of the Company. No business may be transacted at such
meeting except that referred to in said notice, or in a supplemental notice
given also in compliance with the provisions hereof, or such other business as
may be germane or supplementary to that stated in said notice or notices. Notice
need not be given to any stockholder who submits a written waiver of notice
signed by him before or after the time stated therein. Attendance of a
stockholder at a meeting of stockholders shall constitute a waiver of notice of
such meeting, except when the stockholder attends the 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. Neither the
business to be transacted at, nor the purpose of, any regular or special meeting
of the stockholders need be specified in any written waiver of notice.
 
         2.10.  INSPECTORS.
 
         (a) One or more inspectors may be appointed by the Board of Directors
before or at any meeting of stockholders, or, if no such appointment shall have
been made, the presiding officer may make such appointment at the meeting. At
the meeting for which the inspector or inspectors are appointed, he or they
shall open and close the polls, receive and take charge of the proxies and
ballots, and decide all questions touching on the qualifications of voters, the
validity of proxies, and the acceptance and rejection of votes. If any inspector
previously appointed shall fail to attend or refuse or be unable to serve, the
presiding officer shall appoint an inspector in his place.
 
         (b) At any time at which the Company has a class of voting stock that
is (i) listed on a national securities exchange, (ii) authorized for quotation
on an inter-dealer quotation system of a registered national securities
association, or (iii) held of record by more than 2,000 stockholders, the
provisions of Section 231 of the DGCL with respect to inspectors of
 
 
                                      -3-
<PAGE>
election and voting procedures shall apply, in lieu of the provisions of
paragraph 1 of this Section 2.10.
 
         2.11. STOCKHOLDERS' CONSENT IN LIEU OF MEETING. Unless otherwise
provided in the Company's Certificate of Incorporation, any action required to
be taken at any annual or special meeting of stockholders of the Company, or any
action that may be taken at any annual or special meeting of such stockholders,
may be taken only at such a meeting, and not by written consent of stockholders.
 
                            ARTICLE III. - DIRECTORS.
 
         3.1.  NUMBER OF DIRECTORS.
 
         (a) Except as otherwise provided by law, the Company's Certificate of
Incorporation, or these by-laws, the property and business of the Company shall
be managed by or under the direction of a board of directors. Directors need not
be stockholders, residents of Delaware, or citizens of the United States. The
use of the phrase "whole board" herein refers to the total number of directors
which the Company would have if there were no vacancies.
 
         (b) The Board of Directors shall consist of eleven (11) directors (or
such other number as the Board of Directors from time to time may determine, but
which in no event shall be less than one). Initially, the Board of Directors
shall be divided into three (3) classes of directors, being "Class 1 Directors,"
(consisting of three (3) directors), "Class 2 Directors," (consisting of four
(4) directors) and "Class 3 Directors" (consisting of four (4) directors). The
three classes of directors shall initially have staggered terms of office as
follows: (i) the Class 1 Directors will serve as directors until the first
annual meeting of the Company's stockholders following the effective date of the
Company's Plan of Reorganization (the "Effective Date") or until their earlier
death, incapacity, resignation, or removal, (ii) the Class 2 Directors will
serve as directors until the second annual meeting of the Company's stockholders
following the Effective Date or until their earlier death, incapacity,
resignation, or removal and (iii) the Class 3 Directors will hold office until
the third annual meeting of the Company's stockholders following the Effective
Date or until their earlier death, incapacity, resignation, or removal. At each
annual meeting of the Company's stockholders following the expiration of the
initial term of each class of directors, nominees will stand for election to
succeed such directors, and nominees elected as directors each will hold office
until the next annual meeting of the Company's stockholders. Members of the
Board of Directors shall hold office until the applicable annual meeting of the
Company's stockholders at which their respective successors are elected and
qualified or until their earlier death, incapacity, resignation, or removal.
 
         (c) Except as the DGCL or the Company's Certificate of Incorporation
may otherwise require, in the interim between annual meetings of stockholders or
special meetings of stockholders called for the election of directors and/or for
the removal of one or
 
 
                                      -4-
<PAGE>
more directors and for the filling of any vacancy in that connection, if the
office of any director becomes vacant by reason of death, resignation,
disqualification, removal, failure to elect, an expansion of the size of the
Board or otherwise, the remaining directors, although more or less than a
quorum, by a majority vote of such remaining directors may elect a successor or
successors (or fill such vacancy, as applicable) who shall hold office for the
unexpired term.
 
         3.2. RESIGNATION. Any director of the Company may resign at any time by
giving written notice to the Chairman of the Board, the President, or the
Secretary of the Company. Such resignation shall take effect at the time
specified therein, at the time of receipt if no time is specified therein and at
the time of acceptance if the effectiveness of such resignation is conditioned
upon its acceptance. Unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
 
         3.3. REMOVAL. Except as may otherwise be provided by the DGCL or the
Company's Certificate of Incorporation, until the third annual meeting of the
Company's stockholders following the Effective Date, any director or the entire
Board of Directors may be removed only for cause and only by the vote of the
holders of a majority of the shares of the Company's stock entitled to vote for
the election of directors. Thereafter, any director or the entire Board of
Directors may be removed with or without cause by the holders of a majority of
the shares entitled to vote at an election of directors.
 
         3.4. PLACE OF MEETINGS AND BOOKS. The Board of Directors may hold their
meetings and keep the books of the Company outside the State of Delaware, at
such places as they may from time to time determine.
 
         3.5. GENERAL POWERS. In addition to the powers and authority expressly
conferred upon them by these by-laws, the board may exercise all such powers of
the Company and do all such lawful acts and things as are not by statute or by
the Company's Certificate of Incorporation or by these by-laws directed or
required to be exercised or done by the stockholders.
 
         3.6. COMMITTEES. The Board of Directors shall designate an audit
committee, a compensation committee, a nominating/governance committee, a safety
committee and a strategic planning committee and may designate one or more other
committees, by resolution or resolutions passed by a majority of the whole
board; such committees shall consist of one or more directors of the Company,
and to the extent provided in the resolution or resolutions designating them,
shall have and may exercise specific powers of the Board of Directors in the
management of the business and affairs of the Company to the extent permitted by
statute and shall have power to authorize the seal of the Company to be affixed
to all papers that may require it. Such committees shall have such names as may
be determined from time to time by resolution adopted by the Board of Directors.
 
         3.7. POWERS DENIED TO COMMITTEES. Committees of the Board of Directors
shall not, in any event, have any power or authority to amend the Company's
Certificate of Incorporation (except that a committee may, to the extent
authorized in the resolution or
 
 
                                      -5-
<PAGE>
resolutions providing for the issuance of shares adopted by the Board of
Directors as provided in Section 151(a) of the DGCL, fix the designations and
any of the preferences or rights of such shares relating to dividends,
redemption, dissolution, any distribution of assets of the Company or the
conversion into, or the exchange of such shares for, shares of any other class
or classes or any other series of the same or any other class or classes of
stock of the Company or fix the number of shares of any series of stock or
authorize the increase or decrease of the shares of any series), adopt an
agreement of merger or consolidation, recommend to the stockholders the sale,
lease, or exchange of all or substantially all of the Company's property and
assets, recommend to the stockholders a dissolution of the Company or a
revocation of a dissolution, or to amend the by-laws of the Company. Further, no
committee of the Board of Directors shall have the power or authority to declare
a dividend, to authorize the issuance of stock, or to adopt a certificate of
ownership and merger pursuant to Section 253 of the DGCL, unless the resolution
or resolutions designating such committee expressly so provides.
 
         3.8. SUBSTITUTE COMMITTEE MEMBER. In the absence or on the
disqualification of a member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of such absent or disqualified
member. Any committee shall keep regular minutes of its proceedings and report
the same to the board as may be required by the board.
 
         3.9. COMPENSATION OF DIRECTORS. The Board of Directors shall have the
power to fix the compensation of directors and members of committees of the
Board. Such compensation may be in the form of cash, equity, deferred
compensation, or other forms or any combination thereof. The directors may be
paid their expenses, if any, of attendance at each meeting of the Board of
Directors and may be paid a fixed sum for attendance at each meeting of the
Board of Directors or a stated salary as director. Except as may otherwise be
prohibited by law, 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 attending
committee meetings.
 
         3.10. REGULAR MEETINGS. No notice shall be required for regular
meetings of the Board of Directors for which the time and place have been fixed.
 
         3.11. SPECIAL MEETINGS. Special meetings of the board may be called by
the Chairman of the Board, if any, the President or any three members of the
Board of Directors, on two (2) days notice to each director, or such shorter
period of time before the meeting as will nonetheless be sufficient for the
convenient assembly of the directors so notified; special meetings shall be
called by the Secretary in like manner and on like notice, on the written
request of two or more directors. Written, oral, or any other mode of notice of
the time and place shall be given for special meetings in sufficient time for
the convenient assembly of the directors thereat. Notice need not be given to
any director who submits a written waiver of notice signed by him before or
after the time stated therein. Attendance of any such person at a meeting shall
constitute a waiver of notice of such meeting, except when he attends a meeting
for the express purpose of objecting, at the beginning of the
 
 
                                      -6-
<PAGE>
meeting, to the transaction of any business because the meeting is not lawfully
called or convened. Neither the business to be transacted at, nor the purpose
of, any regular or special meeting of the directors need be specified in any
written waiver of notice.
 
         3.12. QUORUM. At all meetings of the Board of Directors, a majority of
the whole board shall be necessary and sufficient to constitute a quorum for the
transaction of business, and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board of
Directors, except as may be otherwise specifically permitted or provided by
statute, or by the Company's Certificate of Incorporation, or by these by-laws.
If at any meeting of the board there shall be less than a quorum present, a
majority of those present may adjourn the meeting from time to time until a
quorum is obtained, and no further notice thereof need be given other than by
announcement at said meeting that shall be so adjourned.
 
         3.13. TELEPHONIC PARTICIPATION IN MEETINGS. Members of the Board of
Directors or any committee designated by such board may participate in a meeting
of the board or committee by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
section shall constitute presence in person at such meeting.
 
         3.14. ACTION BY CONSENT. Unless otherwise restricted by the Company's
Certificate of Incorporation or these by-laws, any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting, if written consent thereto is signed by all
members of the board or of such committee as the case may be and such written
consent is filed with the minutes of proceedings of the board or committee.
 
                             ARTICLE IV. - OFFICERS.
 
         4.1. SELECTION; STATUTORY OFFICERS. The officers of the Company shall
be chosen by the Board of Directors. There shall be a President, a Secretary,
and a Treasurer, and there may be a Chairman of the Board of Directors, one or
more Vice Chairmen, one or more Vice Presidents, one or more Assistant
Secretaries, and one or more Assistant Treasurers, as the Board of Directors may
elect. Any number of offices may be held by the same person, except that the
offices of President and Secretary shall not be held by the same person
simultaneously.
 
         4.2. TIME OF ELECTION. The officers above named shall be chosen by the
Board of Directors at its first meeting after each annual meeting of
stockholders. None of said officers need be a director.
 
         4.3. ADDITIONAL OFFICERS. The board may appoint such other officers and
agents as it shall deem necessary, who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board.
 
                                      -7-
<PAGE>
         4.4. TERMS OF OFFICE. Each officer of the Company shall hold office
until his successor is chosen and qualified, or until his earlier resignation or
removal. Any officer elected or appointed by the Board of Directors may be
removed, with or without cause, at any time by the Board of Directors.
 
         4.5. COMPENSATION OF OFFICERS. The Board of Directors shall have power
to fix the compensation of all officers of the Company. It may authorize any
officer, upon whom the power of appointing subordinate officers may have been
conferred, to fix the compensation of such subordinate officers.
 
         4.6. CHAIRMAN OF THE BOARD. Provided the Position of Chairman of the
Board of Directors is filled, the Chairman of the Board of Directors shall
preside at all meetings of the stockholders and directors, and shall have such
other duties as may be assigned to him from time to time by the Board of
Directors.
 
         4.7. VICE-CHAIRMEN. The Vice-Chairmen shall perform such of the duties
of the Chairman of the Board on behalf of the Company as may be respectively
assigned to them from time to time by the Board of Directors or by the Chairman
of the Board.
 
         4.8. PRESIDENT. Unless the Board of Directors otherwise determines, the
President shall be the chief executive officer and head of the Company. Unless
there is a Chairman of the Board, the President shall preside at all meetings of
directors and stockholders. Under the supervision of the Board of Directors, the
President shall have the general control and management of its business and
affairs, subject, however, to the right of the Board of Directors to confer any
specific power, except such as may be by statute exclusively conferred on the
President, upon any other officer or officers of the Company. The President
shall perform and do all acts and things incident to the position of President
and such other duties as may be assigned to him from time to time by the Board
of Directors.
 
         4.9. VICE-PRESIDENTS. The Vice-Presidents shall perform such of the
duties of the President on behalf of the Company as may be respectively assigned
to them from time to time by the Board of Directors or by the President. The
Board of Directors may designate one of the Vice-Presidents as the Executive
Vice-President, and in the absence or inability of the President to act, such
Executive Vice-President shall have and possess all of the powers and discharge
all of the duties of the President and such other duties as may be assigned to
him from time to time by the Board of Directors.
 
         4.10. TREASURER. The Treasurer shall have the care and custody of all
the funds and securities of the Company that may come into his hands as
Treasurer, and the power and authority to endorse checks, drafts and other
instruments for the payment of money for deposit or collection when necessary or
proper and to deposit the same to the credit of the Company in such bank or
banks or depository as the Board of Directors, or the officers or agents to whom
the Board of Directors may delegate such authority, may designate, and he may
endorse all commercial documents requiring endorsements for or on behalf of the
Company. He may sign all receipts and vouchers for the payments made to the
Company. He shall render an account of his transactions to the Board of
Directors as often as the board
 
 
                                      -8-
<PAGE>
or any committee of the Board of Directors shall require the same. He shall
enter regularly in the books to be kept by him for that purpose full and
adequate account of all moneys received and paid by him on account of the
Company. He shall perform all acts incident to the position of Treasurer,
subject to the control of the Board of Directors. He shall when requested,
pursuant to vote of the Board of Directors, give a bond to the Company
conditioned for the faithful performance of his duties, the expense of which
bond shall be borne by the Company.
 
         4.11. SECRETARY. The Secretary shall keep the minutes of all meetings
of the Board of Directors and of the stockholders; he shall attend to the giving
and serving of all notices of the Company. Except as otherwise ordered by the
Board of Directors, he shall attest the seal of the Company upon all contracts
and instruments executed under such seal and shall affix the seal of the Company
thereto and to all certificates of shares of capital stock of the Company. He
shall have charge of the stock certificate book, transfer book and stock ledger,
and such other books and papers as the Board of Directors may direct. He shall,
in general, perform all the duties of Secretary, subject to the control of the
Board of Directors.
 
         4.12. ASSISTANT SECRETARY. The Board of Directors or any two of the
officers of the Company acting jointly may appoint or remove one or more
Assistant Secretaries of the Company. Any Assistant Secretary upon his
appointment shall perform such duties of the Secretary, and also any and all
such other duties as the Board of Directors or the President or the Executive
Vice-President or the Treasurer or the Secretary may designate.
 
         4.13. ASSISTANT TREASURER. The Board of Directors or any two of the
officers of the Company acting jointly may appoint or remove one or more
Assistant Treasurers of the Company. Any Assistant Treasurer upon his
appointment shall perform such of the duties of the Treasurer, and also any and
all such other duties as the Board of Directors or the President or the
Executive Vice-President or the Treasurer or the Secretary may designate.
 
         4.14. SUBORDINATE OFFICERS. The Board of Directors may select such
subordinate officers as it may deem desirable. Each such officer shall hold
office for such period, have such authority, and perform such duties as the
Board of Directors may prescribe. The Board of Directors may, from time to time,
authorize any officer to appoint and remove subordinate officers and to
prescribe the powers and duties thereof.
 
                               ARTICLE V. - STOCK.
 
         5.1. STOCK. Each stockholder shall be entitled to a certificate or
certificates of stock of the Company in such form as the Board of Directors may
from time to time prescribe. The certificates of stock of the Company shall be
numbered and shall be entered in the books of the Company as they are issued.
They shall certify the holder's name and number and class of shares and shall be
signed by both of (i) any one of the Chairman of the Board, a Vice-Chairman, the
President or a Vice-President, and (ii) any one of the Treasurer, an Assistant
Treasurer, the Secretary or an Assistant Secretary, and may be sealed with the
corporate seal of the Company. If such certificate is countersigned (l) by a
transfer agent other than the Company or its employee, or, (2) by a registrar
other than the Company or its
 
 
                                      -9-
<PAGE>
employee, the signature of the officers of the Company and the corporate seal
may be facsimiles. In case any officer or officers who shall have signed, or
whose facsimile signature or signatures shall have been used on, any such
certificate or certificates shall cease to be such officer or officers of the
Company, whether because of death, resignation or otherwise, before such
certificate or certificates shall have been delivered by the Company, such
certificate or certificates may nevertheless be adopted by the Company and be
issued and delivered as though the person or persons who signed such certificate
or certificates or whose facsimile signature shall have been used thereon had
not ceased to be such officer or officers of the Company.
 
         5.2. FRACTIONAL SHARE INTERESTS. The Company may, but shall not be
required to, issue fractions of a share. If the Company does not issue fractions
of a share, it shall (i) arrange for the disposition of fractional interests by
those entitled thereto, (ii) pay in cash the fair value of fractions of a share
as of the time when those entitled to receive such fractions are determined, or
(iii) issue scrip or warrants in registered or bearer form that shall entitle
the holder to receive a certificate for a full share upon the surrender of such
scrip or warrants aggregating a full share. A certificate for a fractional share
shall, but scrip or warrants shall not unless otherwise provided therein,
entitle the holder to exercise voting rights, to receive dividends thereon, and
to participate in any of the assets of the Company in the event of liquidation.
The Board of Directors may cause scrip or warrants to be issued subject to the
conditions that they shall become void if not exchanged for certificates
representing full shares before a specified date, or subject to the conditions
that the shares for which scrip or warrants are exchangeable may be sold by the
Company and the proceeds thereof distributed to the holders of scrip or
warrants, or subject to any other conditions that the Board of Directors may
impose.
 
         5.3. TRANSFERS OF STOCK. Subject to any transfer restrictions then in
force, the shares of stock of the Company shall be transferable only upon its
books by the holders thereof in person or by their duly authorized attorneys or
legal representatives and upon such transfer the old certificates shall be
surrendered to the Company by the delivery thereof to the person in charge of
the stock and transfer books and ledgers or to such other person as the
directors may designate by whom they shall be canceled and new certificates
shall thereupon be issued. The Company shall be entitled to treat the holder of
record of any share or shares of stock as the holder in fact thereof and
accordingly shall 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 it shall
have express or other notice thereof save as expressly provided by the laws of
Delaware.
 
         5.4. RECORD DATE. For the purpose of determining the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting (to the extent, if at all, stockholders are permitted to act
by written consent), or entitled to receive payment of any dividend or other
distribution or the allotment of any rights, or entitled to exercise any rights
in respect of any change, conversion, or exchange of stock or for the purpose of
any other lawful action, the Board of Directors may fix, in advance, a record
date, that shall not be more than sixty (60) days nor less than ten (10) days
before the date of such meeting, nor more than
 
 
                                      -10-
<PAGE>
sixty (60) days prior to any other action. If no such record date is fixed by
the Board of Directors, the record date for determining stockholders entitled to
notice of or to vote at a meeting of stockholders shall be at the close of
business on the day next preceding the day on which notice is given, or, if
notice is waived, at the close of business on the day next preceding the day on
which the meeting is held; the record date for determining stockholders entitled
to express consent to corporate action in writing without a meeting, when no
prior action by the Board of Directors is necessary, shall be the day on which
the first written consent is expressed; and the record date for determining
stockholders for any other purpose shall be at the close of business on the day
on which the Board of Directors adopts the resolution relating thereto. A
determination of stockholders of record entitled to notice of or to vote at any
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record date for the adjourned
meeting.
 
         5.5. TRANSFER AGENT AND REGISTRAR. The Board of Directors may appoint
one or more transfer agents or transfer clerks and one or more registrars and
may require all certificates of stock to bear the signature or signatures of any
of them.
 
         5.6.  DIVIDENDS.
 
         (a) Power to Declare. Dividends upon the capital stock of the Company,
subject to the provisions of the Company's Certificate of Incorporation, if any,
may be declared by the Board of Directors at any regular or special meeting,
pursuant to law. Dividends may be paid in cash, in property, or in shares of the
capital stock, subject to the provisions of the Company's Certificate of
Incorporation and the laws of Delaware.
 
         (b) Reserves. 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
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Company, or for such other purpose
as the directors shall think conducive to the interest of the Company, and the
directors may modify or abolish any such reserve in the manner in which it was
created.
 
         5.7. LOST, STOLEN, OR DESTROYED CERTIFICATES. No certificates for
shares of stock of the Company shall be issued in place of any certificate
alleged to have been lost, stolen, or destroyed, except upon production of such
evidence of the loss, theft, or destruction and upon indemnification of the
Company and its agents to such extent and in such manner as the Board of
Directors may from time to time prescribe.
 
         5.8. INSPECTION OF BOOKS. The stockholders of the Company, by a
majority vote at any meeting of stockholders duly called, or in case the
stockholders shall fail to act, the Board of Directors shall have power from
time to time to determine whether and to what extent and at what times and
places and under what conditions and regulations the accounts and books of the
Company (other than the stock ledger) or any of them, shall be open to
inspection of stockholders; and no stockholder shall have any right to inspect
any account or
 
 
                                      -11-
<PAGE>
book or document of the Company except as conferred by statute or authorized by
the Board of Directors or by a resolution of the stockholders.
 
               ARTICLE VI. - MISCELLANEOUS MANAGEMENT PROVISIONS.
 
         6.1. CHECKS, DRAFTS, AND NOTES. All checks, drafts, or orders for the
payment of money, and all notes and acceptances of the Company shall be signed
by such officer or officers, or such agent or agents, as the Board of Directors
may designate.
 
         6.2.  NOTICES.
 
         (a) Notices to directors may, and notices to stockholders shall, be in
writing and delivered personally or mailed to the directors or stockholders at
their addresses appearing on the books of the Company. Notice by mail shall be
deemed to be given at the time when the same shall be mailed. Notice to
directors may also be given by telegram, telecopy, electronic mail or orally, by
telephone or in person.
 
         (b) Whenever any notice is required to be given under the provisions of
any applicable statute or of the Company's Certificate of Incorporation or of
these by-laws, a written waiver of notice, signed by the person or persons
entitled to said notice, whether before or after the time stated therein or the
meeting or action to which such notice relates, shall be deemed equivalent to
notice. Attendance of a person at a meeting shall 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.
 
         6.3. CONFLICT OF INTEREST. No contract or transaction between the
Company and one or more of its directors or officers, or between the Company and
any other corporation, partnership, association, or other organization in which
one or more of its directors or officers are directors or officers, or have a
financial interest, shall be void or voidable solely for this reason, or solely
because the director or officer is present at or participates in the meeting of
the board of or committee thereof that authorized the contract or transaction,
or solely because his or their votes are counted for such purpose, if: (i) the
material facts as to his relationship or interest and as to the contract or
transaction are disclosed or are known to the Board of Directors or the
committee and the board or committee in good faith authorizes the contract or
transaction by the affirmative vote of a majority of the disinterested
directors, even though the disinterested directors be less than a quorum; or
(ii) the material facts as to his relationship or interest and as to the
contract or transaction are disclosed or are known to the stockholders of the
Company entitled to vote thereon, and the contract or transaction as
specifically approved in good faith by vote of such stockholders; or (iii) the
contract or transaction is fair as to the Company as of the time it is
authorized, approved, or ratified, by the Board of Directors, a committee or the
stockholders.
 
         6.4. VOTING OF SECURITIES OWNED BY THE COMPANY. Subject always to the
specific directions of the Board of Directors, (i) any shares or other
securities issued by any other corporation and owned or controlled by the
Company may be voted in person at any meeting
 
 
                                      -12-
<PAGE>
of security holders of such other corporation by the President of the Company if
he is present at such meeting, or in his absence by the Treasurer of the Company
if he is present at such meeting, and (ii) whenever, in the judgment of the
President, it is desirable for the Company to execute a proxy or written consent
in respect to any shares or other securities issued by any other corporation and
owned by the Company, such proxy or consent shall be executed in the name of the
Company by the President, without the necessity of any authorization by the
Board of Directors, affixation of corporate seal or countersignature or
attestation by another officer, provided that if the President is unable to
execute such proxy or consent by reason of sickness, absence from the United
States or other similar cause, the Treasurer may execute such proxy or consent.
Any person or persons designated in the manner above stated as the proxy or
proxies of the Company shall have full right, power and authority to vote the
shares or other securities issued by such other corporation and owned by the
Company the same as such shares or other securities might be voted by the
Company.
 
                         ARTICLE VII. - INDEMNIFICATION.
 
         7.1. RIGHT TO INDEMNIFICATION. Each person who was or is made a party
or is threatened to be made a party to or is otherwise involved in any action,
suit or proceeding, whether civil, criminal, administrative or investigative (a
"Proceeding"), by reason of being or having been a director or officer of the
Company or serving or having served at the request of the Company as a director,
trustee, 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 (an "Indemnitee"), whether the basis of such proceeding is
alleged action or failure to act in an official capacity as a director, trustee,
officer, employee or agent or in any other capacity while serving as a director,
trustee, officer, employee or agent, shall be indemnified and held harmless by
the Company to the fullest extent authorized by the DGCL, as the same exists or
may hereafter be amended (but, in the case of any such amendment, only to the
extent that such amendment permits the Company to provide broader
indemnification rights than permitted prior thereto) (as used in this Article 7,
the "Delaware Law"), against all expense, liability and loss (including
attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts
paid in settlement) reasonably incurred or suffered by such Indemnitee in
connection therewith and such indemnification shall continue as to an Indemnitee
who has ceased to be a director, trustee, officer, employee, or agent and shall
inure to the benefit of the Indemnitee's heirs, executors, and administrators;
provided, however, that, except as provided in Section 7.2 hereof with respect
to Proceedings to enforce rights to indemnification, the Company 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 Board of Directors of the Company. The right to indemnification conferred in
this Article 7 shall be a contract right and shall include the right to be paid
by the Company the expenses (including attorneys' fees) incurred in defending
any such Proceeding in advance of its final disposition (an "Advancement of
Expenses"); provided, however, that, if the Delaware Law so requires, an
Advancement of Expenses incurred by an Indemnitee shall be made only upon
delivery to the Company of an undertaking (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
 
 
                                      -13-
<PAGE>
from which there is no further right to appeal (a "Final Adjudication") that
such Indemnitee is not entitled to be indemnified for such expenses under this
Article 7 or otherwise.
 
         7.2. RIGHT OF INDEMNITEE TO BRING SUIT. If a claim under Section 7.1
hereof is not paid in full by the Company within sixty days after a written
claim has been received by the Company, except in the case of a claim for an
Advancement of Expenses (provided that, if the Delaware Law so requires, the
Indemnitee has first delivered an Undertaking to the Company), in which case the
applicable period shall be twenty days, the Indemnitee may at any time
thereafter bring suit against the Company to recover the unpaid amount of the
claim. If successful in whole or in part in any such suit, or in a suit brought
by the Company to recover an Advancement of Expenses pursuant to the terms of an
Undertaking, the Indemnitee shall be entitled to be paid also the expense of
prosecuting or defending such suit. In (i) any suit brought by the Indemnitee to
enforce a right to indemnification hereunder (but not in a suit brought by the
Indemnitee to enforce a right to an Advancement of Expenses) it shall be a
defense that, and (ii) in any suit by the Company to recover an Advancement of
Expenses pursuant to the terms of an Undertaking the Company shall be entitled
to recover such expenses upon a Final Adjudication that, the Indemnitee has not
met the applicable standard of conduct set forth in the Delaware Law. Neither
the failure of the Company (including its Board of Directors, independent legal
counsel, or its stockholders) to have made a determination prior to the
commencement of such suit that indemnification of the Indemnitee is proper in
the circumstances because the Indemnitee has met the applicable standard of
conduct set forth in the Delaware Law, nor an actual determination by the
Company (including its Board of Directors, independent legal counsel, or its
stockholders) that the Indemnitee has not met such applicable standard of
conduct, shall create a presumption that the Indemnitee has not met the
applicable standard of conduct or, in the case of such a suit brought by the
Indemnitee, be a defense to such suit. In any suit brought by the Indemnitee to
enforce a right to indemnification or to an Advancement of Expenses hereunder,
or by the Company to recover an Advancement of Expenses pursuant to the terms of
an Undertaking, the burden of proving that the Indemnitee is not entitled to be
indemnified, or to such Advancement of Expenses, under this Article 7 or
otherwise shall be on the Company.
 
         7.3. NON-EXCLUSIVITY OF RIGHTS. The rights to indemnification and to
the Advancement of Expenses conferred in this Article 7 shall not be exclusive
of any other right that any person may have or hereafter acquire under any
statute, the Company's Certificate of Incorporation, by-law, agreement, vote of
stockholders or disinterested directors or otherwise.
 
         7.4. INSURANCE. The Company may maintain insurance, at its expense, to
protect itself and any director, officer, employee or agent of the Company or
another corporation, partnership, joint venture, trust or other enterprise
against any expense, liability or loss, whether or not the Company would have
the power to indemnify such person against such expense, liability or loss under
this Article 7 or under the Delaware Law.
 
         7.5. INDEMNIFICATION OF EMPLOYEES AND AGENTS OF THE COMPANY. The
Company may, to the extent authorized from time to time by the Board of
Directors, grant rights to
 
 
                                      -14-
<PAGE>
indemnification, and to the Advancement of Expenses, to any employee or agent of
the Company to the fullest extent of the provisions of this Article 7 with
respect to the indemnification and Advancement of Expenses of directors and
officers of the Company.
 
                           ARTICLE VIII. - AMENDMENTS.
 
         8.1. AMENDMENTS. Subject always to any limitations imposed by the
Company's Certificate of Incorporation, these By-Laws may be altered, amended,
or repealed, or new By-Laws may be adopted, only by (i) the affirmative vote of
the holders of at least a majority of the outstanding voting stock of the
Company, or (ii) by resolution of the Board of Directors duly adopted by not
less than a majority of the directors then constituting the full Board of
Directors; provided that the affirmative vote of the holders of at least a
majority of the outstanding voting stock of the Company shall also be required
for any alteration, amendment or repeal of the provisions set forth in Section
3.1(b) regarding the classification or length of terms of service of directors
of the Company.