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                                                                     Exhibit 3.2

                          ELEVENTH AMENDED AND RESTATED

                                     BY-LAWS

                                       OF

                              ROHN INDUSTRIES, INC.

                         Effective as of March 10, 2000

                                    ARTICLE I

                                     OFFICES

                  SECTION 1. REGISTERED OFFICE. The registered office shall be
established and maintained in the City of Wilmington, in the County of New
Castle, in the State of Delaware.

                  SECTION 2. OTHER OFFICES. The corporation may have other
offices, either within or without the State of Delaware, at such place or places
as the board of directors may from time to time appoint or the business of the
corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

                  SECTION 1. PLACE OF MEETINGS. All meetings of the stockholders
for the election of directors shall be held in Chicago, Illinois, at such place
as may be fixed from time to time by the board of directors, or at such place
either within or without the State of Delaware as shall be designated from time
to time by the board of directors and stated in the notice of the meeting.
Meetings of stockholders for any other purpose may be held at such time and
place, within or without the State of Delaware, as shall be stated in the notice
of the meeting or in a duly executed waiver of notice thereof.

                  SECTION 2. ANNUAL MEETINGS. Annual meetings of stockholders
shall be held on the first Thursday after the third day in the month of May if
not a legal holiday, and if a legal holiday, then on the next business day
following, at 11:00 a.m., or at such other date and time as shall be designated
from time to time by the board of directors and stated in the notice of the
meeting, at which meeting the stockholders shall elect by plurality vote a board
of directors, and transact such other business as may properly be brought before
the meeting.

                  SECTION 3. ADVANCE NOTICE PROVISIONS FOR BUSINESS TO BE
TRANSACTED AT A MEETING. For business properly to be brought before any meeting
of stockholders by a stockholder, the stockholder must have given timely notice
thereof in proper written form 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 30 days nor
more

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than 60 days prior to the date of the meeting; provided, however, that in
the event that less than 40 days notice or prior public disclosure of the date
of the meeting is given or made to stockholders, for such notice by the
stockholder to be timely, it must be so received prior to the date of the
meeting and not later than the close of business on the tenth day following the
day on which such notice of the date of the meeting was mailed or such public
disclosure was made. To be in proper written form, a stockholder's notice to the
secretary shall set forth in writing as to each matter the stockholder proposes
to bring before the meeting: (i) a brief description of the business desired to
be brought before the meeting and the reasons for conducting such business at
the meeting; (ii) the name and address, as they appear on the corporation's
books, of the stockholder proposing such business; (iii) the class and number of
shares of capital stock of the corporation which are owned by the stockholder as
of the record date for the meeting; and (iv) any material interest of the
stockholder in such business. The chairman of the meeting shall have the sole
authority to determine whether business was properly brought before the meeting
in accordance with the provisions of this Section 3 and, if the chairman of the
meeting should determine that any such business was not so properly brought, he
or she shall so declare to the meeting, and any such business not properly
brought before the meeting shall not be transacted.

                  SECTION 4. NOTICE OF MEETINGS. Written notice of the annual or
any special meeting of stockholders stating the place, date and hour of the
meeting shall be given to each stockholder entitled to vote at such meeting not
less than ten nor more than sixty days before the date of the meeting. Business
transacted at any special meeting of stockholders shall be limited to the
purposes stated in the notice. Notice of any meeting shall not be required to be
given to any person who attends such meeting, except when such person attends
the meeting in person or by proxy 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, or who, either before or after the meeting,
shall submit a signed written waiver of notice, in person or by proxy. Neither
the business to be transacted at, nor the purpose of, an annual or special
meeting of stockholders need be specified in any written waiver of notice.

                  SECTION 5. LIST OF STOCKHOLDERS ENTITLED TO VOTE. The officers
or agents who have charge of the stock ledger or transfer book of the
corporation shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, showing the address of each stockholder
and the number of shares of capital stock of the corporation registered in the
name of each stockholder. Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during ordinary business
hours, for a period of at least ten days prior to the meeting, either at a place
within the city where the meeting is to be held, which place shall be specified
in the notice of the meeting, or, if not so specified, at the place where the
meeting is to be held. The list shall also be produced and kept at the time and
place of the meeting during the whole time thereof, and may be inspected by any
stockholder who is present.

                  SECTION 6. SPECIAL MEETINGS. Special meetings of the
stockholders for any purpose or purposes, unless otherwise prescribed by
statute, by these By-Laws or by the certificate of incorporation, may be called
by the chairman of the board or by the president and shall be called by the
chairman of the board, president or secretary at the request in writing of a

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majority of the board of directors, or at the request in writing of stockholders
owning a majority of the shares of capital stock of the corporation issued and
outstanding and entitled to vote. Such request shall state the purpose or
purposes of the proposed meeting. Business transacted at any special meeting of
stockholders shall be limited to the purposes stated in the notice.

                  SECTION 7. ORGANIZATION. At each meeting of stockholders, the
Chairman of the Board, if one shall have been elected, or, in such person's
absence or if one shall not have been elected, the President, shall act as
chairman of the meeting. The Secretary or, in such person's absence or inability
to act, the person whom the chairman of the meeting shall appoint secretary of
the meeting, shall act as secretary of the meeting and keep the minutes thereof.

                  SECTION 8. QUORUM; ADJOURNMENTS. The holders of a majority of
the shares of capital stock of the corporation issued and outstanding and
entitled to vote thereat, present in person, or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business except as otherwise provided by statute, by these By-Laws or by the
certificate of incorporation. Abstentions shall be counted as present in person
or represented by proxy for purposes of determining the existence of a quorum
for purposes of this Section 8. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have the power to
adjourn the meeting from time to time, 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 meeting as originally
notified. 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 stockholder of record entitled to
vote at the meeting.

                  SECTION 9. VOTING. When a quorum is present at any meeting, a
majority of the votes cast shall decide any question (other than the election of
directors, which shall be determined by a plurality vote) brought before such
meeting, unless the question is one upon which by express provision of statute,
these By-Laws 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. Abstentions shall not be included in calculating the
number of votes cast on, in favor of, or in opposition to any question.

                  SECTION 10. VOTING POWER. Unless otherwise specifically
provided by statute, these By-Laws or the certificate of incorporation, each
stockholder shall at every meeting of the stockholders be entitled to one vote
for each Share held by such stockholder.

                  SECTION 11. PROXIES. Each stockholder entitled to vote at a
meeting of stockholders or to express consent or dissent to corporate action in
writing without a meeting may authorize another person or persons to act for him
by proxy, but no such proxy shall be voted or acted upon after three years from
its date, unless the proxy provides for a longer period.

                  SECTION 12. CONSENT OF STOCKHOLDERS IN LIEU OF MEETING. Unless
otherwise provided in the certificate of incorporation, any action required to
be taken at any annual or special meeting of stockholders of the corporation, or
any action which may be taken at any

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annual or special meeting of such stockholders, may be taken without a meeting,
without prior notice and without a vote, if a consent or consents in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
shares of capital stock of the corporation having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voted and
shall be delivered to the corporation by delivery to its registered office in
the State of Delaware, its principal place of business, or an officer or agent
of the corporation having custody of the book in which proceedings of meetings
of stockholders are recorded. Prompt notice of the taking of the corporate
action without a meeting by less than unanimous written consent shall be given
to those stockholders who have not consented in writing.

                  SECTION 13. INSPECTORS. The board of directors, in advance of
any stockholders' meeting, shall appoint one or more inspectors to act at the
meeting or any adjournment thereof and to make a written report thereof. In case
any person appointed fails to appear or act, the vacancy may be filled by
appointment made by the board of directors in advance of the meeting or at the
meeting by the persons presiding thereat. Each inspector, before entering upon
the discharge of his duties, shall take and sign an oath faithfully to execute
the duties of inspector at such meeting with strict impartiality and according
to the best of his ability.

                  The inspectors shall ascertain the number of shares of capital
stock of the corporation outstanding and the voting power of each, determine the
shares of capital stock of the corporation represented at the meeting and the
validity of proxies and ballots, count all votes and ballots, determine and
retain for a reasonable period a record of the disposition of any challenges
made to any determination by the inspectors, and certify their determination of
the number of shares of capital stock of the corporation represented at the
meeting and their count of all votes and ballots. The inspectors may appoint or
retain other persons or entities to assist the inspectors in the performance of
the duties of the inspectors.

                  In determining the validity and counting of proxies and
ballots, the inspectors shall be limited to an examination of the proxies, any
envelopes submitted with those proxies, any information provided in accordance
with Section 212(c)(2) of the Delaware General Corporation Law (the "DGCL"),
ballots and the regular books and records of the corporation, except that the
inspectors may consider other reliable information for the limited purpose of
reconciling proxies and ballots submitted by or on behalf of banks, brokers,
their nominees or similar persons which represent more votes than the holder of
a proxy is authorized by the record owner to cast or more votes than the
stockholder holds of record. If the inspectors consider other reliable
information for the limited purpose permitted herein, the inspectors at the time
they make their certification pursuant to the paragraph above shall specify the
precise information considered by them, including the person or persons from
whom they obtained the information, when the information was obtained, the means
by which the information was obtained and the basis for the inspectors' belief
that such information is accurate and reliable.

                  The date and time of the opening and the closing of the polls
for each matter upon which the stockholders will vote at a meeting shall be
announced at the meeting. No ballot, proxies or votes nor any revocations
thereof or changes thereto, shall be accepted by the

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inspectors after the closing of the polls unless the Court of Chancery of the
State of Delaware, upon application by a stockholder, shall determine otherwise.

                                   ARTICLE III

                                    DIRECTORS

                  SECTION 1. NUMBER; ELECTION BY STOCKHOLDERS; FILLING
VACANCIES. The authorized number of directors may be determined from time to
time by a vote of a majority of the then authorized number of directors;
provided, however, that such number shall initially be eight, and provided
further, that such number shall not be less than three nor more than 11; and
provided further, that such number and such minimum and maximum may be increased
pursuant to resolution of the board adopted pursuant to the certificate of
incorporation. The directors shall be elected at annual meetings of stockholders
and may be elected at any special meeting of stockholders, except as otherwise
provided herein, and each director shall hold office until a successor is
elected and qualified or until that director's earlier resignation or removal.
Except as otherwise provided in the certificate of incorporation, newly created
directorships resulting from any increase in the number of directors and any
vacancies on the board of directors resulting from death, resignation,
disqualification, removal, or other cause shall be filled by the affirmative
vote of a majority of the remaining directors then in office, even if less than
a quorum of the board, or by a sole remaining director. Any director elected in
accordance with the preceding sentence shall hold office until the next annual
meeting of stockholders. No person shall serve as a director of this corporation
after the annual stockholders meeting next following his or her 70th birthday.
No decrease in the number of directors constituting the board of directors shall
shorten the term of any incumbent director. Subject to the provisions of Article
XII of these bylaws, if there are no directors in office, then an election may
be held in the manner provided by statute.

                  SECTION 2. ADVANCE NOTICE PROVISIONS FOR ELECTION OF
DIRECTORS. Nominations for any election of a director may be made by the board
of directors, a committee appointed by the board of directors, or by any
stockholder entitled to vote generally in the election of directors who complies
with the procedures set forth in this Section 2 of Article III. All nominations
by stockholders must be made pursuant to timely notice in proper written form 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 30 days nor more than 60 days prior to the date of the
meeting; provided, however, that in the event that less than 40 days notice or
prior public disclosure of the date of the meeting is given to stockholders, for
such notice by the stockholder to be timely, it must be so received prior to the
date of the meeting and not later than the close of business on the tenth day
following the day on which such notice of the date of the meeting was mailed or
such public disclosure was made. To be in proper written form, such
stockholder's notice shall set forth in writing (a) as to each person whom the
stockholder proposes to nominate for election or reelection as a director, all
information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors, or is otherwise required, in
each case pursuant to Regulation 14A under the Securities Exchange Act of 1934,
as amended, including, without limitation, such person's written consent to
being named in the proxy statement as a nominee and to serving as a director if
elected; and (b) as to the

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stockholder giving the notice (i) the name and address, as they appear on the
corporation's books, of such stockholder and (ii) the class and number of shares
of capital stock of the corporation which are beneficially owned by such
stockholder. At the request of the board of directors, any person nominated by
the board of directors, or a committee appointed by the board of directors, for
election as a director shall furnish to the secretary of the corporation the
information required to be set forth in a stockholder's notice of nomination
which pertains to the nominee. 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 procedures prescribed by this Section 2 of Article III, and
the defective nomination shall thereupon be disregarded.

                  SECTION 3. POWERS OF THE BOARD OF DIRECTORS. The business of
the corporation shall be managed by its board of directors which may exercise
all such powers of the corporation and do all such lawful acts and things as are
not by statute or by the certificate of incorporation or by these By-Laws
directed or required to be exercised or done only by the stockholders.

                  SECTION 4. PLACE OF MEETING. The board of directors of the
corporation may hold meetings, both regular and special, either within or
without the State of Delaware or the State of Illinois.

                  SECTION 5. REGULAR MEETINGS. The board of directors shall hold
regular meetings at such times and places as may be designated from time to time
by the chairman of the board or, in his absence, the president; provided that
the board shall meet at least four times during each calendar year.

                  SECTION 6. SPECIAL MEETINGS. Special meetings of the board of
directors may be called by the chairman of the board or by the president on two
days notice to each director, either personally or by mail or by telegram.
Special meetings shall be called by the chairman of the board or the president
or secretary in like manner and on like notice on the written request of two
directors. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the board of directors need be specified in the
notice or waiver of notice of such meeting except as provided in Article IV of
these By-Laws.

                  SECTION 7. QUORUM AND MANNER OF ACTING. At all meetings of the
board of directors, a majority of the entire board 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 statute or by the
certificate of incorporation. 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. ACTION BY CONSENT. Unless otherwise restricted by
the certificate of incorporation or these By-Laws, any action required or
permitted to be taken at any meeting of the board of directors, or of any
committee thereof, may be taken without a meeting, if all members of the board
or committee as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of the proceedings of the board or
committee.

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                  SECTION 9. COMMITTEES. The board of directors may, by
resolution passed by a majority of the whole board, designate one or more
committees, each committee to consist of one or more of the directors of the
corporation. The board may designate one or more directors as alternate members
of any committee, who may replace any absent or disqualified member at any
meeting of the committee. Any such committee, to the extent provided in the
resolution of the board of directors and to the extent permitted by Delaware
law, shall have and may exercise all of the powers and authority of the board of
directors in the management of the business and affairs of the corporation, and
may authorize the seal of the corporation to be affixed to all papers which may
require it. Such committee or committees shall have such name or names as may be
determined from time to time by resolution adopted by the board.

                  SECTION 10. MINUTES OF COMMITTEES. Each committee shall keep
regular minutes of its meetings and report the same to the board of directors.

                  SECTION 11. FEES AND COMPENSATION. Directors may he paid such
compensation for their services, and such reimbursement for expenses for
attendance at regular, special and committee meetings, as the board of directors
may from time to time determine. No such payment shall preclude any director
from serving the corporation in any other capacity and receiving compensation
therefor.

                  SECTION 12. ELECTION OF CHAIRMAN. The board of directors shall
elect one of its members as the chairman of the board. The chairman of the
board, who shall not be considered an officer of the corporation, shall preside
at each meeting of the board of directors or the stockholders and shall perform
such other duties as may from time to time be assigned to him by the board of
directors.

                  SECTION 13. RESIGNATION. A resignation of a director shall be
effective upon receipt by the chairman of the board of a signed written notice
of such resignation, or, should such notice contain a specified date of
resignation, at such specified date. Acceptance by the board of directors is not
required for such resignation to be effective.

                  SECTION 14. REMOVAL. Any director may be removed from office
by the affirmative vote of the holders of at least a majority of the voting
power of all shares of capital stock of the corporation entitled to vote
generally in the election of directors, voting together as a single class.

                                   ARTICLE IV

                                     NOTICES

                  SECTION 1. WRITTEN NOTICE AND METHOD OF DELIVERY. Whenever,
under the provisions of the statutes or of the certificate of incorporation or
of these By-Laws, notice is required to be given to any director or stockholder,
such notice shall be in writing and shall be given in person or by mail to such
director or stockholder. If mailed, such notice shall be addressed to such
director or stockholder at his address as it appears on the records of the
corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the

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time when the same shall be deposited in the United States mail. Notice to
directors may also be given by telegram.

                  SECTION 2. WAIVER OF NOTICE. Whenever any notice is required
to be given under the provisions of the statutes or of the certificate of
incorporation or of 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 thereto.

                                    ARTICLE V

                                    OFFICERS

                  SECTION 1. GENERAL. The officers of the corporation shall be
chosen by the board of directors and shall be a president, a vice president, a
secretary and a treasurer. The board of directors may also choose additional
vice presidents, and one or more assistant secretaries and assistant treasurers.
Any number of offices may be held by the same person, unless the certificate of
incorporation or these By-Laws otherwise provide.

                  SECTION 2. ANNUAL ELECTIONS. The board of directors at its
first meeting after each annual meeting of stockholders shall choose a
president, one or more vice presidents, a secretary and one or more assistant
secretaries and a treasurer.

                  SECTION 3. OTHER APPOINTMENTS. The board of directors may
appoint such other officers and agents as it may 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.

                  SECTION 4. COMPENSATION. The salaries of all officers of the
corporation shall be fixed by the board of directors.

                  SECTION 5. TERM. The officers of the corporation shall hold
office until their successors are chosen and qualify. Any officer elected or
appointed by the board of directors may be removed at any time by the
affirmative vote of a majority of the whole board of directors. Any vacancy
occurring in any office of the corporation shall be filled by the board of
directors.

                  SECTION 6. PRESIDENT. The president shall be the chief
executive officer and the chief operating officer of the corporation, shall have
the power to call meetings of the board of directors and special meetings of
stockholders, shall preside (in the absence of the chairman of the board or in
the event of his inability or refusal to act) at all meetings of the
stockholders and the board of directors, and shall have general charge of the
business of the corporation and shall see to it that all orders and resolutions
of the board of directors are performed and carried into effect. All current
reports and other day-to-day activities in the ordinary course of the
corporation's business shall be channeled by other officers and divisional
executives through or to the president, except as otherwise provided by these
By-Laws.

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                  The president shall execute bonds, mortgages and other
contracts requiring a seal, under the seal of the corporation, except where
required or permitted by law to be otherwise signed and executed and except
where the signing and execution thereof shall be expressly delegated by the
president to some other officer or agent of the corporation. The president shall
vote all shares of capital stock of the corporation of any other corporation
standing in the name of this corporation, except where the voting thereof shall
be delegated by the board of directors to some other officer or agent of the
corporation, and he shall employ required or appropriate executive,
administrative or professional personnel. In general, he shall perform all
duties incident to the offices of chief executive officer, chief operating
officer and president, and such other duties as may be prescribed from time to
time by the board of directors.

                  SECTION 7. VICE PRESIDENTS. In the absence of the president or
in the event of his inability or refusal to act, the vice president (or in the
event there be more than one vice president, the vice presidents in the order
designated by the directors, or in the absence of any designation, then in the
order of their election) shall perform the duties of the president, and when so
acting, shall have all the powers of and be subject to all the restrictions upon
the president. The vice presidents shall perform such other duties and have such
other powers as the board of directors may from time to time prescribe.

                  The board of directors, at its discretion, may designate any
vice president as senior vice president, executive vice president, or any other
designation as it may choose.

                  SECTION 8. SECRETARY. The secretary shall attend all meetings
of the board of directors and all meetings of stockholders and record all the
proceedings of the meetings of the corporation and of the board of directors in
a book to be kept for that purpose and shall perform like duties for the
standing committees when required. He shall give, or cause to be given, notice
of all meetings of the stockholders and special meetings of the board of
directors, and shall perform such other duties as may be prescribed by the board
of directors or president, under whose supervision he shall be. He shall have
custody of the corporate seal of the corporation and he, or an assistant
secretary, shall have authority to affix the same to any instrument requiring it
and when so affixed, it may be attested by his signature or by the signature of
such assistant secretary. The board of directors may give general authority to
any other officer to affix the seal of the corporation and to attest the
affixing by his signature.

                  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 his
inability or refusal to act, perform the duties and exercise the powers of the
secretary and shall perform such other duties and have such other powers as the
board of directors may from time to time prescribe.

                  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 valuables in the name

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and to the credit of the corporation in such depositaries as may be designated
by the board of directors.

                  The treasurer shall disburse the funds of the corporation as
may be ordered by the board of directors, taking proper vouchers for such
disbursements and shall render to the president and the board of directors when
the president or board of directors so requires, an account of all his
transactions as treasurer and of the financial condition of the corporation.

                  If required by the board of directors, the treasurer shall
give the corporation a bond in such sum and with such surety or sureties as
shall be satisfactory to the board of directors for the faithful performance of
the duties of his office and for the restoration to the corporation, in case of
his death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the corporation.

                  SECTION 11. ASSISTANT TREASURER The assistant treasurer, of 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 his 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 the board of directors may from time to time prescribe.

                                   ARTICLE VI

                        INTERESTED DIRECTORS AND OFFICERS

                  SECTION 1. No contract or transaction between the corporation
and one or more of its directors or officers, or between the corporation 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 directors or a committee thereof which authorized the contract or
transaction, or solely because his or their votes are counted for such purpose,
if:

                  (a) The material facts as to his interest and as to the
contract or transaction are disclosed or are known to the board of directors or
committee, which in good faith authorizes the contract or transaction by a vote
sufficient for such purpose without counting the vote of the interested director
or directors; or

                  (b) The material facts as to his interest and as to the
contract or transaction are disclosed or are known to the stockholders entitled
to vote thereon, and the contract or transaction is specifically approved in
good faith by vote of the stockholders; or

                  (c) The contract or transaction is fair as to the corporation
as of the time it is authorized, approved or ratified by the board of directors
or the stockholders.

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Interested directors may be counted in determining the presence of a quorum at a
meeting of the board of directors or of a committee which authorizes the
contract or transaction.

                                   ARTICLE VII

                                 INDEMNIFICATION

                  SECTION 1. RIGHT TO INDEMNIFICATION. Each person who was or is
a party or is threatened to be made a party to or is involved in or called as a
witness in any threatened, pending or completed 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 a person of whom he is the legal representative, is, was or had agreed to
become a director, officer, or Delegate (as defined hereinafter) of the
corporation, shall be indemnified and held harmless by the corporation, to the
fullest extent permitted under the DGCL as the same now exists or may hereafter
be amended (but in the case of any such amendment, only to the extent 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 (including, but not limited to, attorneys' fees and expenses of
litigation) reasonably incurred, and all liabilities and losses (including, but
not limited to, judgments, fines, excise taxes, ERISA penalties and amounts paid
in settlement) incurred by him in connection with such proceeding; provided that
except as explicitly provided herein, the corporation shall indemnify any such
person seeking indemnity in connection with a proceeding (or part thereof)
initiated by such person only if authorization for such proceeding (or part
thereof) initiated by such person was not denied by a majority of the board of
directors prior to the earlier of (i) 30 days after receipt of notice thereof
from such person or (ii) an Event, as defined hereinafter. For purposes of this
Article VII, a "Delegate" is any director or officer who is or was serving at
the request of the corporation or the board of directors as a director, officer,
trustee, fiduciary, partner, employee or agent of an entity or enterprise other
than the corporation (including, but not limited to, a partnership, joint
venture, trust, other corporation, or an employee benefit plan or trust); and an
"Event" shall be deemed to have occurred if (i) any "Person" (as that term 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) the beneficial owner (as defined in Rule 13d-3 under such Act),
directly or indirectly, of securities of the corporation representing 25% or
more of the combined voting power of the corporation's then outstanding
securities, provided that the UNR Asbestos-Disease Claims Trust (as defined in
the Plan of Reorganization dated March 14, 1989 (the "Plan")) holding securities
of the corporation pursuant to the Plan shall not be deemed a Person for
purposes of this Article VII, 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 either (x) a vote of at least
two-thirds of the directors then still in office who were directors at the
beginning of the period or (y) the UNR Asbestos-Disease Claims Trust (as defined
in the Plan).

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                  SECTION 2. EXPENSES. Expenses, including attorneys' fees,
incurred by a person indemnified pursuant to Section 1 of this Article VII in
defending or otherwise being involved in a proceeding shall be paid by the
corporation in advance of the final disposition of such proceeding 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 is not entitled to be
indemnified by the corporation; provided that in connection with a proceeding
(or part thereof) initiated by such person except as provided in Section 3 of
this Article VII for proceedings to enforce a person's right to the advancing of
expenses for either a proceeding not initiated by such person or a proceeding
initiated by such person for which authorization was not denied, the corporation
shall pay said expenses in advance of final disposition only if authorization
for such proceeding (or part thereof) was not denied by a majority of the board
of directors of the corporation. A person to whom expenses are advanced pursuant
hereto shall not be obligated to repay pursuant to the Undertaking until the
final determination of any pending proceeding in a court of competent
jurisdiction, including appeals therefrom, concerning the right of such person
to be indemnified or the obligations of such person to repay pursuant to the
Undertaking.

                  SECTION 3. PROTECTION OF RIGHTS. If a claim under Section 1 of
this Article VII is not promptly paid in full by the corporation after a written
claim has been received by the corporation or if expenses pursuant to Section 2
of this Article VII have not been promptly advanced 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 successful, in whole or in part, in such suit such claimant shall
also be entitled to be paid the reasonable expense thereof. 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, but the burden of proving such defense shall be on the corporation. If
an Event has occurred, a claimant making a claim under Section 1 of this Article
VII or seeking to avoid repayment to the corporation pursuant to an Undertaking
shall have (i) the right, but not the obligation, to have a determination made
by independent legal counsel as to whether indemnification of the claimant is
proper because he has met the applicable standard of conduct required under the
DGCL, and (ii) the right to select as independent legal counsel for such purpose
any law firm designated for such purpose in a resolution adopted by a majority
of the board of directors prior to the Event and in full force and effect
immediately prior to the Event. If a determination has been made in accordance
with the preceding sentence, no determination inconsistent therewith by other
legal counsel, by the board of directors, or by stockholders shall be of any
force or effect. Neither the failure of the corporation (including its board of
directors, independent legal counsel, or its stockholders) to have made a
determination, if required, prior to the commencement of such action that
indemnification of the claimant is proper in the circumstances because he has
met the applicable standard of conduct required under the DGCL, nor an actual
determination by the corporation (including its board of directors, independent
legal counsel, or its stockholders) that the claimant had not met such
applicable standard of conduct, shall be a defense to the action or create a
presumption that claimant had not met the applicable standard of conduct.

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                  SECTION 4.  MISCELLANEOUS.

                  (a) NON-EXCLUSIVITY OF RIGHTS. The rights conferred on any
person by this Article VII shall not be deemed 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, both as to action in his official capacity
and as to action in another capacity at the request of the corporation while
holding such office, and shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such person. The board of directors shall have the authority,
by resolution, to provide for such indemnification of employees or agents of the
corporation or others and for such other indemnification of directors, officers
or Delegates as it shall deem appropriate.

                  (b) INSURANCE. The corporation shall have power to purchase
and maintain insurance, at its expense, to protect itself and any director,
officer, employee or agent of the corporation, or any person who is or was
serving at the request of the corporation in any other capacity with the
corporation, another corporation, a partnership, a joint venture, trust or other
enterprise against any expenses, liabilities or losses, asserted against him or
incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such expenses, liabilities or losses under the DGCL.

                  (c) CONTRACTUAL NATURE. The provisions of this Article VII
shall be applicable to all proceedings commenced after its adoption, whether
such arise out of events, acts or omissions which occurred prior or subsequent
to such adoption, and shall continue as to a person who has ceased to be a
director, officer or Delegate and shall inure to the benefit of the heirs,
executors and administrators of such person. This Article VII shall be deemed to
be a contract between the corporation and each person who, at any time that this
Article VII is in effect, serves or agrees to serve in any capacity which
entitles him to indemnification hereunder and any repeal or other modification
of this Article VII or any repeal or modification of the DGCL or any other
applicable law shall not limit any rights of indemnification existing or arising
out of events, acts or omissions occurring prior to such repeal or modification
to enforce this Article VII with regard to acts, omissions or events arising
prior to such repeal or modification.

                  (d) SEVERABILITY. If this Article VII or any portion hereof
shall be invalidated or held to be unenforceable on any ground by any court of
competent jurisdiction, the decision of which shall not have been reversed on
appeal, such invalidity or unenforceability shall not affect the other
provisions hereof, and this Article VII shall be construed in all respects as if
such invalid or unenforceable provisions had been omitted therefrom.

                                  ARTICLE VIII

                          CERTIFICATES OF CAPITAL STOCK

                  SECTION 1. STOCK CERTIFICATES. Every holder of shares of
capital stock of the corporation shall be entitled to have a certificate, signed
by, or in the name of the corporation by,

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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, certifying the number of shares owned by him in the
corporation.

                  SECTION 2. FACSIMILE SIGNATURES. Any or all of the signatures
on the certificate may be facsimile. In case the chairman of the board, any
officer, transfer agent or registrar who has signed or whose facsimile signature
has been placed upon a certificate shall have ceased to be such officer,
transfer agent or registrar before such certificate is issued, it may be issued
by the corporation with the same effect as if he were such officer, transfer
agent or registrar at the date of issue.

                  SECTION 3. LOST CERTIFICATES. The board of directors may
direct a new certificate or certificates of shares of capital stock of the
corporation to be issued in place of any certificate or certificates theretofore
issued by the corporation, alleged to have been lost, stolen or destroyed, upon
the making of an affidavit of that fact by the person claiming the certificate
of shares of capital stock of the corporation to be lost, stolen or destroyed.
When authorizing such issue of a new certificate or certificates, the board of
directors may, in its discretion and as condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate or
certificates, or his legal representative, to advertise the same in such manner
as it shall require and/or to give the corporation a bond, in such sum as it may
direct as indemnity against any claim that may be made against the corporation
with respect to the certificate alleged to have been lost, stolen or destroyed.

                  SECTION 4. TRANSFER OF STOCK. Upon surrender to the
corporation or the transfer agent of the corporation of a certificate for shares
of capital stock of the corporation 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 upon its books;
provided, however, that such duty shall be subject to federal and state
securities and other applicable laws, the certificate of incorporation, and any
legends and stop transfer instructions with respect to such old certificate.

                  SECTION 5. FIXING RECORDING DATE. In order that the
corporation may determine the stockholders entitled to notice of or to vote at
any meeting of stockholders or any adjournment thereof, or to express consent to
corporate action in writing without a meeting, or entitled to receive payment of
any dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of shares
of capital stock of the corporation or for the purpose of any other lawful
action, the board of directors may fix, in advance, a record date, which shall
not be more than sixty nor less than ten days before the date of such meeting,
nor more than sixty days prior to any other action. A determination of
stockholders of record entitled to notice of or to vote at a 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.

                  SECTION 6. REGISTERED STOCKHOLDERS. The corporation shall be
entitled to recognize the exclusive right of a person registered on its books as
the owner of shares of capital

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stock of the corporation to receive dividends, and to vote as such owner, and to
hold liable for calls and assessments a person registered on its books as the
owner of shares of capital stock of the corporation, and shall not be bound to
recognize any equitable or other claim to or interest in such share or shares of
capital stock of the corporation on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
the laws of Delaware.

                                   ARTICLE IX

                                    DIVISIONS

                  SECTION 1. DESIGNATION. The president may from time to time
designate one or more divisions of the corporation as the organizations through
which the operations of the corporation are to be conducted, and may also from
time to time prescribe the area of operations for each division so designated.

                  SECTION 2. MANAGEMENT. The president shall from time to time
appoint individuals to manage the operations of these divisions and these
individuals shall be designated by such titles as may be appropriate. These
titles shall include the name of the division and may include the word
president, vice-president or manager. Such individuals, however, irrespective of
such titles, shall not be, nor shall they be deemed to be, officers of the
corporation. Such division personnel shall be authorized to have general and
active management of the activities of their respective divisions, all subject
to the right of the president to (a) delegate any specific management power, (b)
fix their compensation, and (c) remove such personnel at any time without
further prior authorization of the board of directors.

                                    ARTICLE X

                               GENERAL PROVISIONS

                                    DIVIDENDS

                  SECTION 1. DIVIDENDS. Dividends upon the shares of capital
stock of the corporation, subject to any additional requirements of the
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 capital stock of the corporation, subject to
the provisions of the certificate of incorporation.

                  SECTION 2. RESERVES. Before payment of any dividend, there may
be set aside out of any funds of the corporation available for dividends such
sum or sums as the board of directors from time to time, in its absolute
discretion, shall think proper as a reserve or reserves to meeting
contingencies, or for equalizing dividends, or for repairing or maintaining any
property of the corporation, or for such other purpose as the board of directors
shall think conducive to the interest of the corporation, and the board of
directors may modify or abolish any such reserve in the manner in which it was
created.

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                  SECTION 3. CHECKS. All checks or demands for money and notes
of the corporation shall be signed by such officer or officers, or such other
person or persons as the board of directors may from time to time designate.

                  SECTION 4. FISCAL YEAR. The fiscal year of the corporation
shall end on December 31.

                  SECTION 5. STOCKHOLDER RECORD. The corporation shall keep at
its principal place of business in Illinois, or at the office of a transfer
agent or a registrar in Illinois, records of the stockholders in the
corporation, giving the names and addresses of all stockholders and the number
of shares of capital stock of the corporation held by each.

                  SECTION 6. SEAL. The corporate seal shall have inscribed
thereon the name of the corporation and the words "CORPORATE SEAL, DELAWARE."
The seal may be used by causing it or a facsimile thereof to be impressed or
affixed or reproduced or otherwise.

                                   ARTICLE XI

                                   AMENDMENTS

                  SECTION 1. These By-Laws may be altered, amended or repealed
and new By-Laws may be adopted by the board of directors at any meeting thereof,
or by the stockholders.






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