<Page>

                                                                     EXHIBIT 3.2


                          TWELFTH AMENDED AND RESTATED

                                     BY-LAWS

                                       OF

                              ROHN INDUSTRIES, INC.

                        Effective as of October 26, 2001


                                    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 at such place, either within or without the
State of Delaware, as may be determined by the board of directors, or the board
of directors may, in its sole discretion, determine that the meeting shall not
be held at any place, but may instead be held solely by means of remote
communication, as authorized by Section 211(a)(2) of the Delaware General
Corporation Law (the "DGCL"). Meetings of stockholders for any other purpose may
be held at such time and place, within or without the State of Delaware, or by
means of remote transmission if so determined by the board of directors, 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


<Page>

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 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, or notice in the form
of electronic transmission if consented to by the stockholder to whom notice by
electronic transmission shall be given, of the annual or any special meeting of
stockholders stating the place, if any, date and hour of the meeting and the
means of remote communications, if any, by which stockholders and proxy holders
may be deemed to be present in person and vote at such 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, or a waiver by
electronic transmission by the person entitled to notice. 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 available, 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 for a period of at least ten
days prior to the meeting(i) on a reasonably accessible electronic network,
provided that the information required to gain access to such list is provided
with the notice of the meeting, or (ii) during ordinary business hours, at the
principal place of business of the corporation. In the event that the
corporation determines to make the list available on an electronic network, the
corporation may take reasonable steps to


                                       -2-
<Page>

ensure that such information is available only to stockholders of the
corporation. If the meeting is to be held at a place, then 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. If the meeting
is to be held solely by means of remote communication, then the list shall also
be open to the examination of any stockholder during the whole time of the
meeting on a reasonably accessible electronic network, and the information
required to access such list shall be provided with the notice of the meeting.

          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 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.


                                       -3-
<Page>

          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 or
by electronic transmission 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 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. A telegram, cablegram or other electronic transmission consenting to
an action to be taken and transmitted by a stockholder or proxyholder, or by a
person or persons authorized to act for a stockholder or proxyholder, shall be
deemed to be written, signed and dated for purposes of this section, provided
that any such telegram, cablegram or other electronic transmission sets forth or
is delivered with information from which the corporation can determine (A) that
the telegram, cablegram or other electronic transmission was transmitted by the
stockholder or proxyholder or by a person or persons authorized to act for the
stockholder or proxyholder and (B) the date on which such stockholder or
proxyholder or authorized person or persons transmitted such telegram, cablegram
or electronic transmission. The date on which such telegram, cablegram or
electronic transmission is transmitted shall be deemed to be the date on which
such consent was signed. No consent given by telegram, cablegram or other
electronic transmission shall be deemed to have been delivered until such
consent is reproduced in paper form and until such paper form 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. Delivery made to the corporation's registered office
shall be made by hand or by certified or registered mail, return receipt
requested. Notwithstanding the foregoing limitations on delivery, consents given
by telegram, cablegram or other electronic transmission may be otherwise
delivered to the principal place of business of the corporation or to any
officer or agent of the corporation having custody of the book in which
proceedings of meetings of stockholders are recorded if, to the extent and in
the matter provided by resolution of the board of directors of the corporation.
Any copy, facsimile or other reliable reproduction of a consent in writing may
be substituted or used in lieu of the original writing for any and all purposes
for which the original writing could be used, provided that such copy, facsimile
or other reproduction shall be a complete reproduction of the entire original
writing. Prompt notice of the taking of the corporate action without a meeting
by


                                       -4-
<Page>

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 211(e) or Section 212(c)(2) of the DGCL or any information provided
pursuant to Section 211(a)(2)(b)(i) or (iii) of 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 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.


                                       -5-
<Page>

                                   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 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,


                                       -6-
<Page>

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. Unless otherwise restricted by the
certificate of incorporation, members of the board of directors or any committee
designated by the board to participate in a meeting of such board may
participate in a meeting of the board of directors or any such committee by
means of conference telephone or other communications equipment by means of
which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this sentence shall constitute presence
in person at the meeting.

          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 or by electronic
transmission, and the writing or writings or electronic transmission or
transmissions


                                       -7-
<Page>

are filed with the minutes of the proceedings of the board or committee. Such
filing shall be in paper form if the minutes are maintained in paper form and
shall be in electronic form if the minutes are maintained in electronic format.

          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 notice of such
resignation given either by a signed writing or by electronic transmission, 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


                                      -8-
<Page>

required to be given to any director or stockholder, such notice shall be either
in writing and shall be given in person or by mail to such director or
stockholder or shall be given by a form of electronic transmission if consented
to by the stockholder to whom notice by electronic transmission shall be given.
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 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, or a waiver by electronic
transmission by the person entitled to 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. Each officer of the corporation shall hold office
until such officer's successor is elected and qualified or until such officer's
earlier resignation or removal. 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


                                       -9-
<Page>

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.

          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.


                                      -10-
<Page>

          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 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


                                      -11-
<Page>

          (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.

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).


                                      -12-
<Page>

          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.


                                      -13-
<Page>

          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,


                                      -14-
<Page>

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 stock of the corporation to receive dividends, and to
vote as such owner, and to hold liable for


                                      -15-
<Page>

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.


                                      -16-
<Page>

          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.


                                      -17-