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                                                                  Exhibit 3.(ii)

                                    BY-LAWS
                                      OF
                         INLAND STEEL INDUSTRIES, INC.
                (as Amended to and Including January 28, 1998)

                                   ARTICLE I

                                    OFFICES

     Section 1. The registered office of the Corporation shall be in the City of
Wilmington, County of New Castle, State of Delaware. The Corporation 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
Corporation may require.

                                  ARTICLE II

                                 STOCKHOLDERS

     Section 1. Time and Place of Meetings. All meetings of the stockholders for
the election of directors or for any other purpose shall be held at such time
and place, within or without the State of Delaware, as shall be designated by
the Board of Directors.

     Section 2. Annual Meetings; Nomination of Directors. An annual meeting of
stockholders shall be held for the purpose of electing Directors and for the
transaction of only such other business as is properly brought before the
meeting in accordance with these By-Laws. The date of the annual meeting shall
be the fourth Wednesday of May each year or such other date as may be determined
by the Board of Directors.

     To be properly brought before the meeting, business must be either (a)
specified in the notice of meeting (or any supplement thereto) given by or at
the direction of the Board, (b) otherwise properly brought before the meeting by
or at the direction of the Board or (c) otherwise properly brought before the
meeting by a stockholder. In addition to any other applicable requirements, for
business to be properly brought before an annual meeting by a stockholder, the
stockholder must have given timely notice thereof in writing to the Secretary of
the Corporation. To be timely, a stockholder's notice must be delivered to or
mailed and received at the principal executive offices of the Corporation, not
less than ninety days nor more than one hundred fifteen days prior to the
meeting; provided, however, that in the event that less than one hundred five
days' notice or prior public disclosure of the date of the meeting is given or
made to stockholders, notice by the stockholder to be timely must be so received
not later than the close of business on the fifteenth day following the day on
which such notice of the date of the annual meeting was mailed or such
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public disclosure was made, whichever first occurs. A stockholder's notice to
the Secretary shall set forth as to each matter the stockholder proposes to
bring before the annual meeting (i) a brief description of the business desired
to be brought before the annual meeting and the reasons for conducting such
business at the annual meeting, (ii) the name and record address of the
stockholder proposing such business, (iii) the class and number of shares of the
Corporation which are beneficially owned by the stockholder and (iv) any
material interest of the stockholder in such business.

     Notwithstanding anything in the By-Laws to the contrary, no business shall
be conducted at the annual meeting except in accordance with the procedures set
forth in this Article II, Section 2, provided, however, that nothing in this
Article II, Section 2 shall be deemed to preclude discussion by any stockholder
of any business properly brought before the annual meeting.

     The Chairman of an annual meeting shall, if the facts warrant, determine
and declare to the meeting that business was not properly brought before the
meeting in accordance with the provisions of this Article II, Section 2, and if
he should so determine, he shall so declare to the meeting and any such business
not properly brought before the meeting shall not be transacted.

     Only persons who are nominated in accordance with the following procedures
shall be eligible for election as Directors. Nominations of persons for election
to the Board of the Corporation at the annual meeting may be made at a meeting
of stockholders by or at the direction of the Board of Directors by any
nominating committee or person appointed by the Board or by any stockholder of
the Corporation entitled to vote for the election of Directors at the meeting
who complies with the notice procedures set forth in this Article II, Section 2.
Such nominations, other than those made by or at the direction of the Board,
shall be made pursuant to timely notice in writing to the Secretary of the
Corporation. To be timely, a stockholder's notice shall be delivered to or
mailed and received at the principal executive offices of the Corporation not
less than ninety days nor more than one hundred fifteen days prior to the
meeting; provided, however, that in the event that less than one hundred five
days' notice or prior public disclosure of the date of the meeting is given or
made to stockholders, notice by the stockholder to be timely must be so received
not later than the close of business on the fifteenth day following the day on
which such notice of the date of the meeting was mailed or such public
disclosure was made, whichever first occurs. Such stockholder's notice to the
Secretary shall set forth: (a) as to each person whom the stockholder proposes
to nominate for election or re-election as a Director, (i) the name, age,
business address and residence address of the person, (ii) the principal
occupation or employment of the person, (iii) the class and number of shares of
capital stock of the Corporation which are beneficially owned by the person and
(iv) any other information relating to the person
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that is required to be disclosed in solicitations for proxies for election of
Directors pursuant to Regulation 14A under the Securities Exchange Act of 1934,
as amended; and (b) as to the stockholder giving the notice, (i) the name and
record address of such stockholder and (ii) the class and number of shares of
capital stock of the Corporation which are beneficially owned by such
stockholder. The Corporation may require any proposed nominee to furnish such
other information as may reasonably be required by the Corporation to determine
the eligibility of such proposed nominee to serve as Director of the
Corporation. No person shall be eligible for election as a Director of the
Corporation unless nominated in accordance with the procedures set forth herein.

     The Chairman of the meeting shall, if the facts warrant, determine and
declare to the meeting that a nomination was not made in accordance with the
foregoing procedure, and if he should so determine, he shall so declare to the
meeting and the defective nomination shall be disregarded.

     Section 3. Special Meetings. Special meetings of the stockholders, for any
purpose or purposes, unless otherwise prescribed by law, may be called by the
Chairman of the Board, Vice Chairman of the Board, the President or the Board of
Directors and shall be called by the Secretary at the direction of the Chairman
of the Board, Vice Chairman of the Board, the President or the Board of
Directors.

     Section 4. Notice of Meetings. Written notice of each meeting of the
stockholders stating the place, date and time of the meeting shall, unless
otherwise required by law, be given not less than ten nor more than sixty days
before the date of the meeting to each stockholder entitled to vote at such
meeting. The notice of any special meeting of stockholders shall state the
purpose or purposes for which the meeting is called. If mailed, such notice
shall be deemed to be delivered to a stockholder when deposited in the United
States mail in a sealed envelope addressed to the stockholder at his or her
address as it appears on the records of the Corporation with postage thereon
paid.

     Section 5. Quorum. A majority of the votes of the voting securities
entitled to vote, present in person or represented by proxy, shall constitute a
quorum at a meeting of stockholders. If a quorum is not present or represented,
the holders of the voting securities present in person or represented by proxy
at the meeting and entitled to vote thereat shall have power, by the affirmative
vote of the holders of a majority of the votes of such voting securities, to
adjourn the meeting to another time and/or place, without notice other than
announcement at the meeting, until a quorum shall be present or represented. At
such adjourned meeting, at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the original
meeting. If the adjournment is for more than thirty 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 holder of record entitled to vote
at the meeting.

     Section 6. Voting. At all meetings of the stockholders, each holder of
record on the record date for the meeting shall be entitled to vote as set forth
in the Corporation's Certificate of Incorporation (including any Certificates of
Designations) or as otherwise required by law, in person or by proxy, the voting
securities owned of record by such holder on the record date. In all matters
other than the election of directors, the affirmative vote of a majority of the
votes of the voting securities present in person or represented by proxy at the
meeting and entitled to vote on the subject matter shall be the act of the
holders, unless the question is one upon which, by express provision of law or
of the holders, unless the question is one upon which, by express provision of
law or of the Certificate of Incorporation, a different vote is required, in
which case such express provision shall govern and control the decision of such
question. Directors shall be elected by a plurality of the votes of the voting
securities present in person or represented by proxy at the meeting and entitled
to vote on the election of directors.
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                                  ARTICLE III

                                   DIRECTORS

     Section 1. General Powers. The business and affairs of the Corporation
shall be managed and controlled by or under the direction of a Board of
Directors, which may exercise all such powers of the Corporation and do all such
lawful acts and things as are not by law or by the Certificate of Incorporation
or by these By-Laws directed or required to be exercised or done by the
stockholders.

     Section 2. Number, Qualification and Tenure. Prior to the first annual
meeting of stockholders, the Board of Directors shall consist of not fewer than
three (3) Directors nor more than eighteen (18) Directors. Thereafter, the Board
of Directors shall consist of not fewer than ten (10) Directors nor more than
eighteen (18) Directors. Within the limits above specified, the number of
Directors shall be determined from time to time by resolution of the Board of
Directors. The Directors shall be elected at the annual meeting of the
stockholders, except as provided in Section 3 of this Article, and each Director
elected shall hold office until his or her successor is elected and qualified or
until his or her earlier resignation or removal. Directors need not be
stockholders. Except as provided in Article III, Section 3 of these By-laws, the
Directors shall designate from among their number a Chairman of the Board, who
shall preside at all meetings of the stockholders and of the Board of Directors
of the Corporation and who, if he or she is an employee of the
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Corporation, shall exercise all of the powers and duties conferred on the
Chairman of the Board by the provisions of these By-Laws. If the person selected
by the Directors as the Chairman of the Board is not, or ceases to be, an
employee of the Corporation, then, notwithstanding any other provision of these
By-Laws to the contrary, he or she shall exercise only such powers and duties
conferred on the Chairman of the Board by these By-Laws as the Directors shall
determine by resolution duly adopted and any other powers and duties, including
those of chief executive officer of the Corporation, shall be exercised by the
President of the Corporation.

     Section 3. Vacancies. Vacancies and newly created directorships resulting
from any increase in the number of directors may be filled by a majority of the
Directors then in office (even if less than a quorum), and each Director so
chosen shall hold office until his or her successor is elected and qualified or
until his or her earlier resignation or removal. If there are no Directors in
office, then an election of Directors may be held in the manner provided by law.

     Immediately upon the Chairman of the Board's death, physical or mental
incapacity, or other inability to act (other than due to absence for a brief and
identifiable period), the Chairman of the committee responsible for recommending
candidates to fill vacancies on the Board of Directors of the Corporation (the
"Nominating Committee Chairman") shall assume the position of Chairman of the
Board and responsibility for performing all functions, authorities and duties
thereof, and shall serve in such capacity until his or her successor is duly
elected and qualified pursuant to Article III, Section 2 and any other
applicable provision of these By-laws or until his or her earlier resignation or
removal. The Nominating Committee Chairman shall have sole discretion to
determine, at any time and from time to time, whether the Chairman of the Board
is physically or mentally incapacitated, otherwise unable to act, or absent for
other than a brief and identifiable period and shall, immediately upon making
such a determination or learning of the death of the Chairman of the Board,
notify each member of the Board of Directors and each officer of the Corporation
of the relevant facts and circumstances.

     Section 4. Place of Meetings. The Board of Directors may hold meetings,
whether regular or special, within or without the State of Delaware.

     Section 5. Regular Meetings. The Board of Directors shall hold a regular
meeting, to be known as the annual meeting, immediately following each annual
meeting of the stockholders. Other regular meetings of the Board of Directors
shall be held at such time and place as shall from time to time be determined by
the Board. No notice of regular meetings need be given.
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     Section 6. Special Meetings. Special meetings of the Board may be called by
the Chairman of the Board, the Vice Chairman of the Board, any five Directors or
the President. Special meetings shall be called by the Secretary on the written
request of any Director. Notice of special meetings shall be given at least one
day before any such meeting.

     Section 7. Quorum. At all meetings of the Board of Directors a majority of
the total number of Directors shall 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 provided by law. If a quorum shall not be present
at any meeting of the Board of Directors, the Directors present thereat may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present.

     Section 8. Organization. The Chairman of the Board, if elected, shall act
as chairman at all meetings of the Board of Directors. If a Chairman of the
Board is not elected or, if elected, is not present, the Vice Chairman of the
Board, if any, or if the Vice Chairman of the Board is not present, the
President or, in the absence of the President, a Director chosen by a majority
of the Directors present, shall act as chairman at meetings of the Board of
Directors.

     Section 9. Executive Committee. The Board of Directors, by resolution
adopted by a majority of the whole Board, may designate not fewer than four (4)
and not more than nine (9) Directors to constitute an Executive Committee, to
serve as such, unless the resolution designating the Executive Committee is
sooner amended or rescinded by the Board of Directors, until the next annual
meeting of the Board or until their respective successors are designated. The
Board of Directors, by resolution adopted by a majority of the whole Board, may
also designate additional Directors as alternate members of the Executive
Committee (so long as the aggregate number of members of the Executive Committee
does not exceed nine (9)) to serve as members of the Executive Committee in the
place and stead of any regular member or members thereof who may be unable to
attend a meeting or otherwise unavailable to act as a member of the Executive
Committee. In the absence or disqualification of a member and all alternate
members who may serve in the place and stead of such member, the member or
members thereof present at any meeting and not disqualified from voting, whether
or not such member or members constitute a quorum, may unanimously appoint
another Director to act at the meeting in the place of any such absent or
disqualified member.

     Except as expressly limited by the General Corporation Law of the State of
Delaware or the Certificate of Incorporation, the Executive Committee shall have
and may exercise all the powers and authority of the Board of Directors in the
management of the
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business and affairs of the Corporation between the meetings of the Board of
Directors, but subject always to the final control of the Board of Directors
except where rights of third parties have intervened. The Executive Committee
shall keep a record of its acts and proceedings, which shall form a part of the
records of the Corporation in the custody of the Secretary, and all actions of
the Executive Committee shall be reported to the Board of Directors at the next
meeting of the Board.

     Meetings of the Executive Committee may be called at any time by the
Chairman of the Board, the Chairman of the Executive Committee or any two (2)
members of the Executive Committee. A majority of the members of the Executive
Committee shall constitute a quorum for the transaction of business and, except
as expressly limited by this Section, the act of a majority of the members
present at any meeting at which there is a quorum shall be the act of the
Executive Committee. Except as expressly provided in this Section, the Executive
Committee shall fix its own rules of procedure. Notice of Executive Committee
meetings shall be given at least one day before such meetings.

     Section 10. Finance and Retirement Committee. The Board of Directors may,
annually, by resolution passed by a majority of the whole Board of Directors,
designate not fewer than four (4) and not more than eleven (11) Directors to
constitute a Finance and Retire-ment Committee. Such designation may be made
either at the first meeting of the Board of Directors held after each annual
meeting of the stockholders of the Corporation, or at any subsequent regular or
special meeting of the Board of Directors. Vacancies in the Finance and
Retirement Committee may be filled, or additional members of the Finance and
Retirement Committee (so long as the aggregate number of the Finance and
Retirement Committee does not exceed eleven (11)) may be designated, at any
meeting of the Board of Directors. Each member of the Finance and Retirement
Committee shall hold office until his or her successor shall have been duly
elected, or until his or her death, or until he or she shall resign or shall
have been removed. Any member of the Finance and Retire-ment Committee may be
removed by the Board of Directors whenever in its judgment the best interests of
the Corporation would be served thereby.

     The Finance and Retirement Committee, from time to time, shall consider the
fiscal affairs of the Corporation and make recommendations with respect thereto
to the Board of Directors and the Execu tive Committee. The Finance and
Retirement Committee shall also administer and act with respect to pension or
retirement plans and trusts of the Corporation and such other matters as shall
from time to time be specified in resolutions passed by a majority of the whole
Board of Directors, subject, however, to any conditions and provisions set forth
in such resolutions. The Pension and Retirement Committee is designated as the
Pension Plan Retirement Committee.
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     The Finance and Retirement Committee shall meet at the call of the Chairman
of the Board, the Vice Chairman of the Board, the Chairman of the Finance and
Retirement Committee, or any two (2) members of the Finance and Retirement
Committee. Three (3) members of the Finance Committee shall constitute a quorum.
The Finance and Retirement Committee shall keep a record of its acts and pro-
ceedings and all actions of the Finance Committee shall be reported to the Board
of Directors at its next regular meeting, and the minute books of the Finance
and Retirement Committee shall be open to the inspection of any Directors.

     Section 11. Other Committees. The Board of Directors, by resolution adopted
by a majority of the whole Board, may designate one or more other committees,
each such committee to consist of one or more Directors. Except as expressly
limited by the General Corporation Law of the State of Delaware or the
Certificate of Incorporation, any such committee shall have and may exercise
such powers as the Board of Directors may determine and specify in the
resolution designating such committee. The Board of Directors, by resolution
adopted by a majority of the whole Board, also may designate one or more
additional Directors as alternate members of any such committee to replace any
absent or disqualified member at any meeting of the committee, and at any time
may change the membership of any committee or amend or rescind the resolution
designating the committee. In the absence or disqualification of a member or
alternate member of a committee, the member or members thereof present at any
meeting and not disqualified from voting, whether or not such member or members
constitute a quorum, may unanimously appoint another Director to act at the
meeting in the place of any such absent or disqualified member, provided that
the Director so appointed meets any qualifications stated in the resolution
designating the committee. Each committee shall keep a record of proceedings and
report the same to the Board of Directors to such extent and in such form as the
Board of Directors may require. Unless otherwise provided in the resolution
designating a committee, a majority of all of the members of any such committee
may select its Chairman, fix its rules or procedure, fix the time and place of
its meetings and specify what notice of meetings, if any, shall be given.

     Section 12. Action without Meeting. Unless otherwise restricted by the
Certificate of Incorporation or these By-Laws, any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting, if all members of the Board or committee, as the
case may be, consent thereto in writing, and the writing or writings are filed
with the minutes of proceedings of the Board or committee.

     Section 13. Attendance by Telephone. Members of the Board of Directors, or
of any committee, may participate in a meeting of the Board of Directors, or of
such 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 such
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                                     - 9 -

participation in a meeting shall constitute presence in person at the meeting.

     Section 14. Compensation. The Board of Directors shall have the authority
to fix the compensation of Directors, which may include reimbursement of their
expenses, if any, of attendance of each meeting of the Board of Directors or of
a committee.

     Section 15. Honorary Directors. Any person who has at any time been chief
executive officer of the Corporation (or of Inland Steel Company prior to May 1,
1986), may, after retirement or resignation from the Board of Directors (or
having retired or resigned from the Board of Directors of Inland Steel Company),
be appointed by the Board of Directors as an Honorary Director for one or more
year terms. Honorary Directors shall serve in an advisory capacity to the Board
of Directors, shall have no vote and shall not be considered as Directors for
the purposes of determining a quorum. Honorary Directors shall be reimbursed for
their expenses in attending meetings of the Board of Directors. Any Honorary
Director who is not at the time otherwise regularly employed by the Corporation
or any subsidiary shall receive such fees (which may include reimbursement of
expenses, if any) for attendance at each meeting of the Board of Directors as
may be fixed from time to time by the Board of Directors, but shall not receive
any other director's fees or any other compensation for his or her services.

                                  ARTICLE IV

                                   OFFICERS

     Section 1. Enumeration. The officers of the Corporation shall be chosen by
the Board of Directors and shall be a President, a Secretary, a Treasurer, a
General Counsel and a Controller. The Board of Directors may also elect a
Chairman of the Board, a Vice Chairman, one or more Assistants to the Chairman,
one or more Vice Presidents, one or more Assistant Secretaries and Assistant
Treasurers and such other officers and agents as it shall deem appropriate. Any
number of offices may be held by the same person.

     Section 2. Term of Office. The officers of the Corporation shall be elected
at the annual meeting of the Board of Directors and shall hold office until
their successors are elected and qualified. Any officer elected or appointed by
the Board of Directors may be removed at any time by the Board of Directors. Any
vacancy occurring in any office of the Corporation required by this Article
shall be filled by the Board of Directors, and any vacancy in any other office
may be filled by the Board of Directors.

     Section 3. Chairman of the Board. Subject to the provisions of Article III,
Section 2 of these By-Laws, the Chairman of the Board, when elected, shall be
the Chief Executive Officer of the Corporation and, as such, shall have general
supervision, direction
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and control of the business and affairs of the Corporation, subject to the
control of the Board of Directors, shall preside at meetings of stockholders and
shall have such other functions, authority and duties as customarily appertain
to the office of the chief executive of a business corporation or as may be
prescribed by the Board of Directors.

     Section 4. Vice Chairman of the Board. The Vice Chairman of the Board
shall, in the case of absence of the Chairman of the Board for any brief and
identifiable period, have and exercise the powers and duties of the Chairman of
the Board. He or she shall have such other duties and powers as may be assigned
to him by the Board of Directors, the Executive Committee or the Chairman of the
Board.

     Section 5. President. During any period when there shall be a Chairman of
the Board, the President shall be the Chief Operating Officer of the Corporation
and shall have such functions, authority and duties as may be prescribed by the
Board of Directors or the Chairman of the Board. During any period when there
shall not be a Chairman of the Board or Vice Chairman of the Board, the
President shall be the Chief Executive Officer of the Corporation and, as such,
shall have the functions, authority and duties provided for the office of
Chairman of the Board.

     Section 6. Executive and Senior Vice Presidents. Each Executive Vice
President shall have such duties and powers as may be assigned to him or her by
the Board of Directors, the Executive Committee, the Chairman of the Board, the
Vice Chairman of the Board, or the President. An Executive Vice President,
designated by the Board of Directors, shall (in the event of absence, death or
other inability to act of the President) have and exercise the powers and duties
of the President.

     Each Senior Vice President shall have such duties and powers as may be
assigned to him or her by the Board of Directors, the Executive Committee, the
Chairman of the Board, the Vice Chairman of the Board or the President.

     Section 7. Vice Presidents. Each Vice President shall perform such duties
and have such other powers as may from time to time be prescribed by the Board
of Directors, the Chairman of the Board or the President or the Executive
Committee.

     Section 8. Secretary. The Secretary shall keep a record of all proceedings
of the stockholders of the Corporation and of the Board of Directors, Finance
Committee and Executive Committee, and shall perform like duties for any other
standing committees when required. The Secretary shall give, or cause to be
given, notice, if any, of all meetings of the stockholders and shall perform
such other duties as may be prescribed by the Board of Directors, the Chairman
of the Board, the President, or the Executive Committee. The Secretary shall
have custody of the corporate seal of the
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                                     - 11 -

Corporation and the Secretary, or in the absence of the Secretary any Assistant
Secretary, shall have authority to affix the same to any instrument requiring
it, and when so affixed it may be attested by the signature of the Secretary or
an Assistant Secretary. The Board of Directors may give general authority to any
other officer to affix the seal of the corporation and to attest such affixing
of the seal.

     Section 9. Assistant Secretary. The Assistant Secretary, or if there be
more than one, the Assistant Secretaries in the order determined by the Board of
Directors (or if there be no such determination, then in the order of their
election), shall, in the absence of the Secretary or in the event of the
Secretary's inability or failure to act, perform the duties and exercise the
powers of the Secretary and shall perform such other duties as may from time to
time be prescribed by the Board of Directors, the Chairman of the Board, the
President or the Secretary.

     Section 10. Treasurer. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the Corporation in such depositories as may be designated by the Board of
Directors or the Executive Committee. The Treasurer shall disburse the funds of
the Corporation as may be ordered by the Board of Directors, keeping proper
records of such disbursements, and shall render to the Chairman of the Board,
Vice Chairman of the Board, the Chairman of the Executive Committee, the
Chairman of the Finance Committee, the President, the officer designated by the
Board of Directors as Chief Financial Officer, if any, and the Board of
Directors, the Executive Committee and the Finance Committee at their regular
meetings or when the Board of Directors so requires, an account of all
transactions as Treasurer and of the financial condition of the Corporation. The
Treasurer shall perform such other duties as may from time to time be prescribed
by the Board of Directors, the Chairman of the Board, the President or the Chief
Financial Officer.

     Section 11. Assistant Treasurer. The Assistant Treasurer, or if there shall
be more than one, the Assistant Treasurers in the order determined by the Board
of Directors (or if there be no such determination, then in the order of their
election), shall, in the absence of the Treasurer or in the event of the
Treasurer's inability or refusal to act, perform the duties and exercise the
powers of the Treasurer and shall perform such other duties and have such other
powers as may from time to time be prescribed by the Board of Directors, the
Chairman of the Board, the President or the Treasurer.

     Section 12. Assistant to the Chairman. The Assistant to the Chairman of the
Board shall have and exercise such powers and
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                                     - 12 -

duties as may be assigned to him or her by the Chairman of the Board.

     Section 13. General Counsel. The General Counsel shall be responsible for
the legal affairs of the Corporation and shall have such other duties as from
time to time may be assigned to him or her by the Chairman of the Board, the
Vice Chairman of the Board, the President, the Board of Directors or the
Executive Committee.

     Section 14. Controller. The Controller shall be the chief accounting
officer of the Corporation. He or she shall, when proper, approve all bills for
purchases, payrolls, and similar instruments providing for disbursement of money
by the Corporation, for payment by the Treasurer. He or she shall be in charge
of and maintain books of account and accounting records of the Corporation. He
or she shall perform such other acts as are usually performed by a Controller of
a corporation. He or she shall render to the Chairman of the Board, the Vice
Chairman of the Board, the Chairman of the Executive Committee, the Chairman of
the Finance Committee, the President, the Chief Financial Officer, the Board of
Directors, the Executive Committee and the Finance Committee, such reports as
any thereof may require.

     Section 15. Other Officers. Any officer who is elected or appointed from
time to time by the Board of Directors and whose duties are not specified in
these By-Laws shall perform such duties and have such powers as may be
prescribed from time to time by the Board of Directors, the Chairman of the
Board, the Vice Chairman of the Board, the President or the Executive Committee.

     Section 16. Surety Bonds. The Board of Directors or Executive Committee may
by resolution, require any officers of the Corporation to give bonds for the
faithful discharge of their duties in such sums and with such sureties as the
Board of Directors or Executive Committee shall determine, the expense of which
shall be paid by the Corporation.

                                   ARTICLE V

                             CERTIFICATES OF STOCK

     Section 1. Form. The shares of the Corporation shall be represented by
certificates; provided, however, that the Board of Directors may provide by
resolution or resolutions that some or all of any or all classes or series of
the Corporation's stock shall be uncertificated shares. Certificates of stock in
the Corporation, if any, shall be signed by or in the name of the Corporation by
the Chairman of the Board or the President or a Vice President and by the
Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary
of the Corporation. The signatures of the Chairman of the Board, the President
or a Vice President and the Treasurer or an Assistant Treasurer or the Secretary
or an
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                                     - 13 -

Assistant Secretary may be facsimiles. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent or registrar
before such certificate is issued, the certificate may be issued by the
Corporation with the same effect as if such officer, transfer agent or registrar
were such officer, transfer agent or registrar at the date of its issue.

     Section 2. Transfer. Upon surrender to the Corporation or the transfer
agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the Corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction on its books.

     Section 3. Replacement. In case of the loss, destruction or theft of a
certificate for any stock of the Corporation, a new certificate of stock or
uncertificated shares in place of any certificate therefor issued by the
Corporation may be issued upon satisfactory proof of such loss, destruction or
theft and upon such terms as the Board of Directors may prescribe. The Board of
Directors may in its discretion require the owner of the lost, destroyed or
stolen certificate, or his or her legal representative, to give the Corporation
a bond, in such sum and in such form and with such surety or sureties as it may
direct, to indemnify the Corporation against any claim that may be made against
it with respect to a certificate alleged to have been lost, destroyed or stolen.

                                  ARTICLE VI

                   INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 1. Each person who was or is made a party or is threatened to be
made a party to or is involved in or called as a witness in any action, suit or
proceeding, whether civil, criminal, administrative or investigative, and any
appeal therefrom (hereinafter, collectively a "proceeding"), by reason of the
fact that he or she, or a person of whom he or she is the legal representative,
is, was or had agreed to become a director of the Corporation or is, was or had
agreed to become an officer of the Corporation or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust or other enterprise,
including service with respect to employee benefit plans, shall be indemnified
and held harmless by the Corporation to the fullest extent permitted under the
General Corporation Law of the State of Delaware (the "DGCL"), as the same now
exists or may hereafter be amended (but, in the case of any such amendment, only
to the extent
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                                     - 14 -

that such amendment permits the Corporation to provide broader indemnification
rights than the DGCL permitted the Corporation to provide prior to such
amendment), against all expenses, liabilities and losses (including attorneys'
fees, judgments, fines, excise taxes or penalties pursuant to the Employee
Retirement Income Security Act of 1974, as amended, and amounts paid or to be
paid in settlement) reasonably incurred or suffered by such person in connection
therewith; provided, that except as explicitly provided herein, prior to a
Change in Control, as defined herein, a person seeking indemnity in connection
with a proceeding (or part thereof) initiated by such person against the
Corporation or any director, officer, employee or agent of the Corporation shall
not be entitled thereto unless the Corporation has joined in or consented to
such proceeding (or part thereof). For purposes of this Article, a "Change in
Control of the Corporation" shall be deemed to have occurred if (i) any "Person"
(as is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934,
as amended) is or becomes (except in a transaction approved in advance by the
Board of Directors of the Corporation) the beneficial owner (as defined in Rule
13d-3 under such Act), directly or indirectly, of securities of the Corporation
representing 20% or more of the combined voting power of the Corporation's then
outstanding securities or (ii) during any period of two consecutive years,
individuals who at the beginning of such period constitute the Board of
Directors of the Corporation cease for any reason to constitute at least a
majority thereof unless the election of each director who was not a director at
the beginning of the period was approved by a vote of at least two-thirds of the
directors then still in office who were directors at the beginning of the
period.

     Any indemnification under this Section 1 (unless ordered by a court) shall
be paid by the Corporation unless within 60 days of such request for
indemnification a determination is made (i) by the Board of Directors by a
majority vote of a quorum consisting of directors who were not parties to such
proceeding, (ii) if such quorum is not obtainable, or even if obtainable a
quorum of disinterested directors so directs, by independent legal counsel (who
may be the regular counsel of the Corporation) in a written opinion or (iii) by
the stockholders, that indemnification of such person is not proper under the
circumstances because such person has not met the necessary standard of conduct
under Delaware law; provided, however, that following a Change in Control of the
Corporation, with respect to all matters thereafter arising out of acts,
omissions or events prior to the Change in Control of the Corporation concerning
the rights of any person seeking indemnification under this Section 1, such
determination shall be made by special independent counsel selected by such
person and approved by the Corporation (which approval shall not be unreasonably
withheld), which counsel has not otherwise performed services (other than in
connection with similar matters) within the five years preceding its engagement
to render such opinion for such
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                                     - 15 -

person or for the Corporation or any affiliates (as such term is defined in Rule
405 under the Securities Act of 1933, as amended) of the Corporation (whether or
not they were affiliates when services were so performed) ("Independent
Counsel"). Unless such person has theretofore selected Independent Counsel
pursuant to this Section 1 and such Independent Counsel has been approved by the
Corporation, legal counsel approved by a resolution or resolutions of the Board
of Directors prior to a Change in Control of the Corporation shall be deemed to
have been approved by the Corporation as required. Such Independent Counsel
shall determine as promptly as practicable whether and to what extent such
person would be permitted to be indemnified under applicable law and shall
render its written opinion to the Corporation and such person to such effect.
The Corporation agrees to pay the reasonable fees of the Independent Counsel
referred to above and to fully indemnify such Independent Counsel against any
and all expenses, claims, liabilities and damages arising out of or relating to
this Article or its engagement pursuant hereto.

     Section 2. Expenses. Expenses, including attorneys' fees, incurred by a
person referred to in Section 1 of this Article in defending or otherwise being
involved in a proceeding shall be paid by the Corporation in advance of the
final disposition of such proceeding, including any appeal therefrom, upon
receipt of an undertaking (the "Undertaking") by or on behalf of such person to
repay such amount if it shall ultimately be determined that he or she is not
entitled to be indemnified by the Corporation.

     Section 3. Right of Claimant to Bring Suit. If a claim under Section 1
hereof is not paid in full by the Corporation within 60 days after a written
claim has been received by the Corporation or if expenses pursuant to Section 2
hereof have not been advanced within 10 days after a written request for such
advancement accompanied by the Undertaking has been received by the Corporation,
the claimant may at any time thereafter bring suit against the Corporation to
recover the unpaid amount of the claim or the advancement of expenses. (If the
claimant is successful, in whole or in part, in such suit or any other suit to
enforce a right for expenses or indemnification against the Corporation or any
other party under any other agreement, such claimant shall also be entitled to
be paid the reasonable expense of prosecuting such claim.) It shall be a defense
to any such action (other than an action brought to enforce a claim for expenses
incurred in defending any proceeding in advance of its final disposition where
the required Undertaking has been tendered to the Corporation) that the claimant
has not met the standards of conduct which make it permissible under the DGCL
for the Corporation to indemnify the claimant for the amount claimed. After a
Change in Control, the burden of proving such defense shall be on the
Corporation, and any determination by the Corporation (including its Board of
Directors, independent legal counsel or its stockholders) that the claimant
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                                     - 16 -

had not met the applicable standard of conduct required under the DGCL shall not
be a defense to the action nor create a presumption that claimant had not met
such applicable standard of conduct.

     Section 4. Non-Exclusivity of Rights. The rights conferred on any person by
this Article shall not be exclusive of any other right which such person may
have or hereafter acquire under any statute, provision of the Certificate of
Incorporation, By-Law, agreement, vote of stockholders or disinterested
directors or otherwise. The Board of Directors shall have the authority, by
resolution, to provide for such other indemnification of directors, officers,
employees or agents as it shall deem appropriate.

     Section 5. Insurance. The Corporation may purchase and maintain insurance
to protect itself and any director, officer, employee or agent of the
Corporation or another corporation, partnership, joint venture, trust or other
enterprise against any expenses, liabilities or losses, whether or not the
Corporation would have the power to indemnify such person against such expenses,
liabilities or losses under the DGCL.

     Section 6. Enforceability. The provisions of this Article shall be
applicable to all proceedings commenced after its adoption, whether such arise
out of events, acts, omissions or circumstances which occurred or existed prior
or subsequent to such adoption, and shall continue as to a person who has ceased
to be a director or officer and shall inure to the benefit of the heirs,
executors and administrators of such person. This Article shall be deemed to
grant each person who, at any time that this Article is in effect, serves or
agrees to serve in any capacity which entitles him to indemnification hereunder
rights against the Corporation to enforce the provisions of this Article, and
any repeal or other modification of this Article or any repeal or modification
of the DGCL or any other applicable law shall not limit any rights of
indemnification then existing or arising out of events, acts, omissions,
circumstances occurring or existing prior to such repeal or modification,
including, without limitation, the right to indemnification for proceedings
commenced after such repeal or modification to enforce this Article with regard
to acts, omissions, events or circumstances occurring or existing prior to such
repeal or modification.

     Section 7. Severability. If this Article or any portion hereof shall be
invalidated on any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify each director and officer of the
Corporation as to costs, charges and expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement with respect to any proceeding,
whether civil, criminal, administrative or investigative, including an action by
or in the right of the Corporation, to the full extent permitted by any
applicable portion of this Article that shall not
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                                     - 17 -

have been invalidated and to the full extent permitted by applicable law.

                                  ARTICLE VII

                              GENERAL PROVISIONS

     Section 1. Fiscal Year. The fiscal year of the Corporation shall be the
calendar year.

     Section 2. Corporate Seal. The corporate seal shall be in such form as may
be approved from time to time by the Board of Directors. The seal may be used by
causing it or a facsimile thereof to be impressed or affixed or in any other
manner reproduced.

     Section 3. Waiver of Notice. Whenever any notice is required to be given
under law or the provisions of the Certificate of Incorporation or these By-
Laws, a waiver thereof in writing, signed by the person or persons entitled to
said notice, whether before or after the time stated therein, shall be deemed
equivalent to notice.

                                 ARTICLE VIII

                                  AMENDMENTS

     These By-Laws may be altered, amended or repealed or new By-Laws may be
adopted by the Board of Directors. The fact that the power to amend, alter,
repeal or adopt the By-Laws has been conferred upon the Board of Directors shall
not divest the stockholders of the same powers.