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                                                                     EXHIBIT 3.2


                      BY-LAWS OF LYONDELL CHEMICAL COMPANY

                   (amended and restated as of March 7, 2002)

                                    ARTICLE I
                                    ---------

                                  STOCKHOLDERS
                                  ------------

     Section 1.1. Annual Meeting. The Board of Directors by resolution shall
     ------------ --------------
designate the time, place and date (which shall be not more than 13 months after
the date of the last annual meeting of stockholders) of the annual meeting of
stockholders for the election of directors and transactions of such other
business as may come before it.

     Section 1.2. Notice. Written notice of each meeting of stockholders shall
     ------------ ------
be given in compliance with the provisions of Delaware law either by the
Secretary, or, in the case of a special meeting called by the stockholders in
accordance with Article V of the Certificate of Incorporation, by the applicable
stockholders, to each stockholder of record entitled to vote at the meeting to
his address appearing on the books of the Company or, at the option of the
Company, as otherwise directed by the stockholder pursuant to applicable
provisions of the Delaware General Corporation Law.

     Section 1.3. Special Meeting. Special meetings of stockholders of the
     ------------ ----------------
Company may be called only as set forth in Article V of the Restated Certificate
of Incorporation of the Company. At any special meeting of stockholders, only
such business shall be conducted as shall have been set forth in the notice of
special meeting.

     Section 1.4. Notification of Stockholder Business. At any annual or special
     ------------ -------------------------------------
meeting of stockholders, there shall be conducted only such business as shall
have been brought before the meeting (a) by or at the direction of the Board of
Directors or (b) by any stockholder of the Company who is a stockholder of
record at the time of the giving of the stockholder's notice provided for in
this Section 1.4, who shall be entitled to vote at such meeting and who complies
with the notice procedure set forth in this Section 1.4. For business to be
properly brought before a meeting by a stockholder, the stockholder must have
given timely notice thereof in writing to the Secretary of the Company. To be
timely, a stockholder's notice must be delivered to or mailed and received at
the principal office of the Company not later than 90 days in advance of such
meeting; provided, however, that in the event that the date of the meeting was
not publicly announced by a mailing to stockholders, in a press release reported
by the Dow Jones News Services, Associated Press or comparable national news
service or in a filing with the Securities and Exchange Commission pursuant to
Section 13, 14 or 15(d) of the Securities Exchange Act of 1934 more than 90 days
prior to the meeting, such notice, to be timely, must be delivered to the Board
of Directors not later than the close of business on the tenth day following the
day on which the date of the meeting was first so publicly announced. A
stockholder's notice to the Secretary shall set forth as to each matter the
stockholder proposes to bring before the annual or special meeting (a) a brief
description of the business desired to be brought before the meeting and the
reasons for conducting such business at the meeting and, in the event that such
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business includes a proposal regarding the amendment of the By-Laws of the
Company, the language of the proposed amendment; (b) the name and address, as
they appear on the Company's books, of the stockholder intending to propose such
business; (c) a representation of the stockholder as to the class and number of
shares of capital stock of the Company which are beneficially owned by the
stockholder, and the stockholder's intent to appear in person or by proxy at the
meeting to present such business; and (e) any material interest of such
stockholder in such proposal or business.

     Notwithstanding anything in these By-laws to the contrary, no business
shall be conducted at any meeting of the stockholders except in accordance with
the procedures set forth in this Article I. The chairman of any annual or
special meeting shall, if the facts warrant, determine and declare to the
meeting that (i) the business proposed to be brought before the meeting was not
a proper subject therefor and/or (ii) such business was not properly brought
before the meeting in accordance with the provisions of this Article I, and, if
he should so determine, he shall so declare to the meeting and any such business
not properly brought before the meeting or not a proper subject therefor shall
not be transacted.

     Section 1.5. Quorum. The presence, in person or by proxy, of stockholders
     ------------ ------
entitled to cast at least a majority of the votes which all stockholders are
entitled to cast on a particular matter shall constitute a quorum for the
purpose of considering such matter at a meeting of stockholders. If a quorum is
not present in person or by proxy, those present may adjourn from time to time
to reconvene at such time and place as they may determine without further notice
to the stockholders.

     Section 1.6. Record Dates. The Board of Directors may fix a time not less
     ------------ ------------
than ten and not more than sixty days prior to the date of any meeting of
stockholders as a record date and not more than sixty days prior to the date
fixed for the payment of any dividend or distribution, or the date for the
allotment of rights, or the date when any change or conversion or exchange of
shares will be made or go into effect, as a record date for the determination of
the stockholders entitled to notice of and to vote at such meeting, a to receive
payment of any such dividend or distribution, or to receive any such allotment
of rights, or to exercise the rights in respect to any such change, conversion
or exchange of shares or for the purpose of any other lawful action. In such
case, only such stockholders as shall be stockholders of record at the close of
business on the date so fixed shall be entitled to notice of or to vote at such
meeting, or to receive payment of such dividend or distribution, or to receive
such allotment of rights, or to exercise such rights in respect to any change,
conversion or exchange of shares, as the case may be, notwithstanding any
transfer of any shares on the books of the Company after the record date fixed
as aforesaid.

     Section 1.7. Voting Rights of Stockholders and Proxies. Each stockholder of
     ------------ ------------------------------------------
record entitled to vote in accordance with the laws of the State of Delaware,
the Certificate of Incorporation or these By-Laws, shall at every meeting of the
stockholders be entitled to one vote in person or by proxy for each share of
stock entitled to vote standing in his name on the books of the Company, but no
proxy shall be voted on after three years from its date, unless the proxy
provides for a longer period.

     Section 1.8. Stockholder Actions by Written Consent. Any action required or
     ------------ --------------------------------------
permitted to be taken by the holders of the stock of the Company may be effected
without a meeting of stockholders by consent in writing by such holders in
accordance with this Section 1.8. In order

                                       2
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that the Company may determine the stockholders entitled to consent to corporate
action in writing without a meeting, the Board of Directors may fix a record
date, which record date shall not precede the date upon which the resolution
fixing the record date is adopted by the Board of Directors, and which date
shall not be more than ten days after the date upon which the resolution fixing
the record date is adopted by the Board of Directors. Any stockholder of record
seeking to have the stockholders authorize or take corporate action by written
consent, including without limitation the call of a special meeting of
stockholders, shall, by written notice to the Secretary, request the Board of
Directors to fix a record date. The Board of Directors shall promptly, but in
all events within ten days after the date on which such a request is received,
adopt a resolution fixing the record date. If no record date has been fixed by
the Board of Directors within ten days after the date on which such a request is
received, the record date for determining stockholders entitled to consent to
corporate action in writing without a meeting, when no prior action by the Board
of Directors is required by applicable law, shall be the first date on which a
signed written consent setting forth the action taken or proposed to be taken is
delivered to the Company by delivery to its registered office in the State of
Delaware, its principal place of business, or any officer or agent of the
Company having custody of the book in which proceedings of stockholders meetings
are recorded. Delivery shall be by hand or by certified or registered mail,
return receipt requested. If no record date has been fixed by the Board of
Directors and prior action by the Board of Directors is required by applicable
law, the record date for determining stockholders entitled to consent to
corporate action in writing without a meeting shall be at the close of business
on the date on which the Board of Directors adopts the resolution taking such
prior action.

     In the event of the delivery to the Company of a written consent or
consents purporting to authorize or take corporate action and/or related
revocations (each such written consent and related revocation is referred to in
this paragraph as a "Consent"), the Secretary of the Company shall provide for
the safe-keeping of such Consent and shall conduct such reasonable investigation
as he deems necessary or appropriate for the purpose of ascertaining the
validity of such Consent and all matters incident thereto, including, without
limitation, whether stockholders having the requisite voting power to authorize
or take the action specified in the Consent have given consent; provided,
however, that if the corporate action to which the Consent relates is the
removal or replacement of one or more members of the Board of Directors, the
Secretary of the Company shall designate two persons, who shall not be members
of the Board of Directors or officers or employees of the Company, to serve as
Inspectors with respect to such Consent, and such Inspectors shall discharge the
functions of the Secretary of the Company under this paragraph. If after such
investigation the Secretary or the Inspectors (as the case may be) shall
determine that the Consent is valid, that fact shall be certified on the records
of the Company for the purpose of recording the proceedings of meetings of the
stockholders, and the Consent shall be filed with such records, at which time
the Consent shall become effective as stockholder action.

     In conducting the investigation required by this Section 1.8, the Secretary
or the Inspectors (as the case may be) may, but are not required to (a) at the
expense of the Company, retain any necessary or appropriate professional
advisors, and such other personnel as they may deem necessary or appropriate to
assist them and (b) allow any officers and representatives of the Company,
stockholders soliciting consents or revocations, and any other interested
parties to

                                       3
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propose challenges and pose questions relating to the preliminary results of
such investigation following the availability of such preliminary results.

                                   ARTICLE II
                                   ----------

                                    DIRECTORS
                                    ---------

     Section 2.1. Management of Business. The business of the Company shall be
     ------------ -----------------------
managed by its Board of Directors.

     Section 2.2. Number. The number of directors constituting the entire Board
     ------------ ------
of Directors shall be such number as shall be fixed from time to time by
resolution of the Board of Directors. Any such action by the Board of Directors
shall require the vote of a majority of the Board of Directors then in office.

     Section 2.3. Age Qualification. No person who has reached seventy-two years
     ------------ ------------------
of age prior to January 1 of any year shall be elected or re-elected a director
in any year.

     Section 2.4. (a) Election and Term. The directors shall be elected at the
     ------------     ------------------
annual meeting of the stockholders, and each director shall be elected to hold
office until his successor shall be elected and qualified, or until his earlier
resignation or removal.

     (b) Notification of Nominations. Except for directors selected by or
         ---------------------------
pursuant to the provisions of Section 2.6 hereof, only individuals nominated for
election to the Board of Directors pursuant to and in accordance with the
provision of this Section 2.4(b) may be elected to and may serve upon the Board
of Directors of the Company. Subject to the rights of holders of any class or
series of stock of the Company having a preference over the Common Stock as to
dividends or upon liquidation to elect directors under specified circumstances,
nominations for the election of directors may be made (i) by the Board of
Directors or (ii) by any stockholder of the Company who is a stockholder of
record at the time of the giving of the stockholder's notice provided for in
this Section 2.4(b), who is entitled to vote in the election of directors
generally and who complies with the notice procedure set forth in this Section
2.4(b). For a nomination to comply with the notice provisions of this Section
2.4(b), the stockholder must have given timely notice thereof in writing to the
Secretary of the Company. To be timely a stockholder's notice must be delivered
to or mailed and received at the principal office of the Company not later than
90 days in advance of such meeting; provided, however, that in the event that
the date of the meeting was not publicly announced by a mailing to stockholders,
in a press release reported by the Dow Jones News Services, the Associated Press
or a comparable national news service or in a filing with the Securities and
Exchange Commission pursuant to Section 13, 14 or 15(d) of the Securities
Exchange Act of 1934 more than 90 days prior to the meeting, such notice, to be
timely, must be delivered to the Board of Directors not later than the close of
business on the tenth day following the day on which the date of the meeting was
first so publicly announced. A stockholder's notice to the Secretary shall set
forth (a) the name and address, as they appear on the Company's books, of the
stockholder intending to make the nomination and of the person or persons to be
nominated; (b) a representation of the stockholder as to the class and number of

                                       4
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shares of capital stock of the Company which are beneficially owned by the
stockholder, and the stockholder's intent to appear in person or by proxy at the
meeting to nominate the person or persons specified in the notice; (c) a
description of all arrangements or understandings between the stockholder and
each nominee and any other person or persons (naming such person or persons)
pursuant to which the nomination or nominations are to be made by the
stockholder; and (d) such other information regarding each nominee proposed by
such stockholder as would be required to be included in a proxy statement filed
pursuant to the proxy rules of the Securities and Exchange Commission, had the
nominee been nominated, or intended to be nominated, by the Board of Directors.
To be effective, each notice of intent to make a nomination given hereunder
shall be accompanied by the written consent of each nominee to serve as a
director of the Company if elected.

     The chairman of any annual or special meeting shall, if the facts warrant,
determine and declare to the meeting that a nomination was not properly brought
before the meeting in accordance with the provisions hereof and, if he should so
determine, he shall so declare at the meeting that such nomination was not
properly brought before the meeting and, as a result, shall not be considered.

     Section 2.5. Resignations. Any director of the Company may resign at any
     ------------ ------------
time by giving written notice to the Company, delivered to the Secretary. Such
resignation shall take effect at the time specified therein, if any, or if no
time is specified therein, then upon receipt of such notice by the Company; and,
unless otherwise provided therein, the acceptance of such resignation shall not
be necessary to make it effective.

     Section 2.6. Vacancies and Newly Created Directorships. Vacancies and newly
     ------------ -----------------------------------------
created directorships resulting from any increase in the authorized number of
directors or any vacancy on the Board of Directors resulting from death,
resignation, disqualification, removal or other cause may be filled by a
majority of the directors then in office, though less than a quorum, or by a
sole remaining director or by the affirmative vote of the majority of all votes
entitled to be cast by holders of stock of the Company at a duly called annual
or special meeting of such holders or by consent in writing of such holders. Any
director so chosen shall hold office until his or her successor shall be elected
and qualified, or until his or her earlier resignation or removal. When one or
more directors shall resign from the Board, effective at a future date, a
majority of the directors then in office, including those who have so resigned,
shall have power to fill such vacancy or vacancies, the vote thereon to take
effect when such resignation or resignations shall become effective, and each
director so chosen shall hold office as herein provided in the filling of other
vacancies.

     Section 2.7. Annual Meeting. An annual meeting of the Board of Directors
     ------------ --------------
shall be held each year in conjunction with the annual meeting of stockholders,
at the place where such meeting of stockholders was held or at such other place
as the Board of Directors may determine, for the purposes of organization,
election or appointment of officers and the transaction of such other business
as shall come before the meeting. No notice of the meeting need be given.

     Section 2.8. Regular Meetings. Regular meetings of the Board of Directors
     ------------ ----------------
may be held without notice at such times and at such places in Delaware or
elsewhere as the Board of Directors may determine.

                                       5
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     Section 2.9. Special Meetings. Special meetings of the Board of Directors
     ------------ ----------------
may be called by the Chairman of the Board, the President or a majority of the
directors in office, to be held at such time (as will permit the giving of
notice as provided in this section) and at such place (in Delaware or elsewhere)
as may be designated by the person or persons calling the meeting. Notice of the
place, day and hour of each special meeting shall be given to each director by
the Secretary by written notice mailed on or before the third full business day
before the meeting or by notice received personally or by other means at least
twenty-four hours before the meeting. The notice need not refer to the business
to be transacted at the meeting. However, whenever notice is required to be
given under these By-Laws, a written waiver thereof, signed by the person
entitled to notice, whether before or after the time stated therein, shall be
deemed equivalent to notice and the attendance of a person at a meeting shall
constitute a waiver of notice of such meeting.

     Section 2.10. Quorum of Directors. Except as provided in Sections 2.6 and
     ------------ ---------------------
2.13 hereof, a majority of the directors in office 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.

     A majority of the directors present, whether or not a quorum is present,
may adjourn any meeting of the directors to another time and place. Notice of
any adjournment need not be given if such time and place are announced at the
meeting.

     Section 2.11. Meeting by Telephone. One or more directors may participate
     ------------ ----------------------
in a meeting of the Board of Directors or of a committee of the Board of
Directors by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other.

     Section 2.12. Compensation. Directors shall receive such compensation for
     ------------ -------------
their services and expenses for attendance as shall be determined by the Board
of Directors; provided, however, that nothing herein contained shall be
construed to preclude any director from serving the Company in any other
capacity and receiving compensation therefore.

     Section 2.13. Committees. The Board of Directors may, by resolution adopted
     ------------ -----------
by a majority of the whole board then in office, appoint an Executive Committee
of three or more directors. To the extent provided in such resolution, the
Executive Committee shall have and may, subject to applicable law, exercise the
authority of the Board of Directors in the management of the business and
affairs of the Company (when the Board of Directors is not in session), except
that the Executive Committee shall have no power (a) to elect directors; (b) to
alter, amend or repeal these By-Laws or any resolution or resolutions of the
directors designating an Executive Committee; (c) to declare any dividend or
make any other distribution to the stockholders of the Company; or (d) to
appoint any member of the Executive Committee. The Board of Directors may
appoint such other committees as it may deem advisable, and each such committee
shall have such authority and perform such duties as the Board of Directors may
determine. At each meeting of the Board of Directors all action taken by each
committee since the preceding meeting of the Board of Directors shall be
reported to it.

                                       6
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     Section 2.14. Consent Action. Any action required or permitted to be taken
     ------------ --------------
at any meeting of the Board of Directors, or 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 writings are filed with the minutes of
proceedings of the board or the committee.

                                   ARTICLE III
                                   -----------

                               Officers and Agents
                               -------------------

     Section 3.1. Number; Compensation. The officers of the Company shall be
     ------------ --------------------
chosen by the Board of Directors. The officers shall be a President, a
Secretary, a Treasurer, and such number of Vice-Presidents, Assistant
Secretaries and Assistant Treasurers, and such other officers, if any, as the
Board of Directors may from time to time determine. The Board of Directors may
choose such other agents as it shall deem necessary. Any number of offices may
be held by the same person. The officers shall receive such compensation for
their services as may be determined by the Board of Directors or in a manner
approved by it.

     Section 3.2. Term. Each officer and each agent shall hold office until the
     ------------ ----
next annual meeting of the Board of Directors or until that officer's or agent's
successor is elected or appointed and qualified or until that officer or agent's
earlier resignation or removal.

     Section 3.3. Removal. Any officer or agent may be removed from office at
     ------------ -------
any time by the Board of Directors with or without cause pursuant to a
resolution adopted by a majority of the whole Board then in office.

     Section 3.4. Authority. The officers and agents, if any, shall have the
     ------------ ---------
authority, perform the duties and exercise the powers in the management of the
Company usually incident to the offices held by them, respectively, and/or such
other authority, duties and powers as may be assigned to them from time to time
by the Board of Directors. In addition to the authority to perform the duties
and exercise the powers in the management of the Company usually incident to the
office held by him or her, and/or such other authority, duties and powers as may
be assigned to him or her from time to time by the Board of Directors, the
Secretary shall record all of the proceedings of the meetings of the
stockholders and directors in a book to be kept for that purpose. In the absence
or disability of the Secretary, an Assistant Secretary shall have the authority
and shall perform the duties of the Secretary.

     Section 3.5. Voting Securities Owned by the Company. Powers of attorney,
     ------------ ---------------------------------------
proxies, waivers of notice of meeting, consents and other instruments relating
to securities owned by the Company may be executed in the name of and on behalf
of the Company by the Chairman of the Board, the President or any Vice-President
and any such officer may, in the name of and on behalf of the Company, take all
such action as any such officer may deem advisable to vote in person or by proxy
at any meeting of security holders of any corporation in which the Company may
own securities and at any such meeting shall possess and may exercise any and
all rights and powers incident to the ownership of such securities and which, as
the owner thereof, the Company might

                                       7
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have exercised and possessed if present. The Board of Directors may, by
resolution, from time to time confer like powers upon any other person or
persons.

     Section 3.6. Corporate Seal. A corporate seal shall be prepared and shall
     ------------ --------------
be kept in the custody of the Secretary of the Company. The seal or a facsimile
thereof may be impressed, affixed or reproduced, and attested to by the
Secretary or an Assistant Secretary, for the authentication of documents or
instruments requiring the seal and bearing the signature of a duly authorized
officer or agent.

                                   ARTICLE IV
                                   ----------

                                  CAPITAL STOCK
                                  -------------

     Section 4.1. Stock Certificates. Every holder of stock in the Company shall
     ------------ ------------------
be entitled to have a certificate signed by, or in the name of the Company by,
the Chairman of the Board of Directors, or the President or a Vice-President,
and by the Secretary or an Assistant Secretary of the Company, certifying the
number of shares owned by him in the Company. Where such certificate is signed
(1) by a transfer agent other than the Company or its employee, or (2) by a
registrar other than the Company or its employee, the signatures of the officers
of the Company may be facsimiles. In case any officer who has signed or whose
facsimile signature has been placed upon a certificate shall have ceased to be
such officer before such certificate is issued, it may be issued by the Company
with the same effect as if he were such officer at the date of issue.

     Section 4.2. Transfers. Stock of the Company shall be transferable in the
     ------------ ---------
manner prescribed by the laws of the State of Delaware.

     Section 4.3. Registered Holders. Prior to due presentment for registration
     ------------ -------------------
of transfer of any security of the Company in registered form, the Company shall
treat the registered owner as the person exclusively entitled to vote, to
receive notifications and to otherwise exercise all the rights and powers of an
owner, and shall not be bound to recognize any equitable or other claim to, or
interest in, any security, whether or not the Company shall have notice thereof,
except as otherwise provided by the laws of the State of Delaware.

     Section 4.4. New Certificates. The Company shall issue a new certificate of
     ------------ -----------------
stock in the place of any certificate theretofore issued by it, alleged to have
been lost, stolen or destroyed, if the owner: (1) so requests before the Company
has notice that the shares of stock represented by that certificate have been
acquired by a bona fide purchaser; (2) files with the Company a bond sufficient
(in the judgment of the Secretary) to indemnify the Company against any claim
that may be made against it on account of the alleged loss or theft of that
certificate or the issuance of a new certificate; and (3) satisfies any other
requirements imposed by the Secretary that are reasonable under the
circumstances. A new certificate may be issued without requiring any bond when,
in the judgment of directors, it is proper so to do.

                                       8
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                                    ARTICLE V
                                    ---------

                                  MISCELLANEOUS
                                  -------------

     Section 5.1. Indemnification.
     ------------ ----------------

     (a) Indemnification of Officers and Directors. The Company shall indemnify
         ------------------------------------------
the officers and directors of the Company with respect to all matters to which
Section 145 of the General Corporation Law of the State of Delaware may in any
way relate, to the fullest extent permitted or allowed by the laws of the State
of Delaware, whether or not specifically required, permitted or allowed by said
Section 145. Any repeal or modification of this Section shall not in any way
diminish any rights to indemnification of such person or the obligations of the
Company that may have previously arisen hereunder.

     (b) Non-Exclusivity of Rights. The right to indemnification and the payment
         -------------------------
of expenses incurred in defending a proceeding in advance of its final
disposition conferred in this Section shall not be exclusive of any other right
which any person may have or hereafter acquire under any statute, the Company's
Certificate of Incorporation, any By-Law, any agreement, a vote of Company
stockholders or of disinterested Company directors or otherwise, both as to
action in that person's official capacity and as to action in any other capacity
by holding such office, and shall continue after the person ceases to serve the
Company as a director or officer or to serve another entity at the request of
the Company.

     (c) Insurance. The Company may maintain insurance, at its expense, to
         ---------
protect itself and any director or officer of the Company or another
corporation, partnership, joint venture, trust or other enterprise against any
expense, liability or loss,whether or not the Company would have the power to
indemnify such person against such expense, liability or loss under the General
Corporation Law of Delaware.

     (d) Indemnity Agreements. The Company may from time to time enter into
         --------------------
indemnity agreements with the persons who are members of its Board of Directors,
its elected officers and with such other persons as the Board of Directors may
designate, the form of such indemnity agreements to be approved by a majority of
the Board then in office.

     (e) Indemnification of Employees and Agents of the Company. The Company
         -------------------------------------------------------
may, under procedures authorized from time to time by the Board of Directors,
grant rights to indemnification, and to be paid by the Company the expenses
incurred in defending any proceeding in advance of its final disposition to any
employee or agent of the Company to the fullest extent of the provisions of this
Article V.

     Section 5.2. Fiscal Year and Annual Report.
     -----------  ------------------------------

     (a) Fiscal Year. The fiscal year of the Company shall be the calendar year.
         -----------

                                       9
<PAGE>

     (b) Annual Report. The Board of Directors shall cause an annual report to
         -------------
be prepared and mailed to the stockholders in accordance with the rules and
regulations of the Securities and Exchange Commission and the New York Stock
Exchange.

     Section 5.3. Offices. The registered office of the Company in the State of
     ------------ --------
Delaware shall be at Corporation Trust Center, 1209 Orange Street, in the City
of Wilmington, County of New Castle. The Company may also have offices at other
places within and/or without the State of Delaware.

     Section 5.4. Waivers of Notice; Dispensing with Notice. Whenever any notice
     ------------ ------------------------------------------
whatever is required to be given under the provisions of the General Corporation
Law of the State of Delaware, of the Certificate of Incorporation of the
Company, 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. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the
stockholders need be specified in any written waiver of notice.

     Attendance of a person at a meeting of stockholders shall constitute a
waiver of notice of such meeting, except when the stockholder attends a meeting
for the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened.

     Whenever any notice whatever is required to be given under the provisions
of the General Corporation Law of the State of Delaware, of the Certificate of
Incorporation of the Company, or of these By-Laws, to any person with whom
communication is made unlawful by any law of the United States of America, or by
any rule, regulation, proclamation or executive order issued under any such law,
then the giving of such notice to such person shall not be required and there
shall be no duty to apply to any governmental authority or agency for a license
or permit to give such notice to such person; and any action or meeting which
shall be taken or held without notice to any such person or without giving or
without applying for a license or permit to give any such notice to any such
person with whom communication is made unlawful as aforesaid, shall have the
same force and effect as if such notice had been given as provided under the
provisions of the General Corporation Law of the State of Delaware, or under the
provisions of the Certificate of Incorporation of the Company or of these
By-Laws. In the event that the action taken by the Company is such as to require
the filing of a certificate under any of the other sections of this title, the
certificate shall state, if such is the fact and if notice is required, that
notice was given to all persons entitled to receive notice except such persons
with whom communication is unlawful.

     Section 5.5. Amendment of Bylaws. These By-Laws may be altered, amended or
     ------------ --------------------
repealed at any meeting of the Board of Directors. Any such action shall require
a vote of the majority of the Board of Directors then in office.

     Section 5.6. Section Headings and Statutory References. The headings of the
     ------------ -----------------------------------------
Articles and Sections of these By-Laws have been inserted for convenience of
reference only and shall not be deemed to be a part of these By-Laws.

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                                   ARTICLE VI
                                   ----------

                                Emergency By-laws
                                -----------------

     Section 6.1. When Operative. The emergency By-Laws provided by the
     ------------ ---------------
following sections shall be operative during any emergency resulting from an
attack on the United States, any nuclear disaster, earthquake, or other natural
disaster or during the existence of any catastrophe, as a result of which a
quorum of the Board of Directors or the Executive Committee thereof cannot be
readily convened for action notwithstanding any different provision in the
preceding sections of the By-Laws or in the Certificate of Incorporation of the
Company or in the General Corporation Law of the State of Delaware. To the
extent not inconsistent with the emergency By-Laws, the By-Laws provided in the
preceding sections shall remain in effect during such emergency and upon the
termination of such emergency, the emergency By-Laws shall cease to be operative
unless and until another such emergency shall occur.

     Section 6.2. Meetings. During any such emergency:
     ------------ --------

     (a) Any meeting of the Board of Directors may be called by any director.
Whenever any officer of the Company who is not a director has reason to believe
that no director is available to participate in a meeting, such officer may call
a meeting to be held under the provisions of this section.

     (b) Notice of each meeting called under the provisions of this section
shall be given by the person calling the meeting or at his request by any
officer of the Company. The notice shall specify the time and the place of the
meeting, which shall be the principal office of the Company at the time if
feasible and otherwise any other place specified in the notice. Notice need be
given only to such of the directors as it may be feasible to reach at the time
and may be given by such means as may be feasible at the time, including
publication or radio. If given by mail, messenger, telephone or telegram, the
notice shall be addressed to the director at his residence or business address
or such other place as the person giving the notice shall deem suitable. In the
case of meetings called by an officer who is not a director, notice shall also
be given similarly, to the extent feasible, to the persons named on the list
referred to in part (c) of this section. Notice shall be given at least two days
before the meeting if feasible in the judgment of the person giving the notice
and otherwise the meeting may be held on any shorter notice that he shall deem
to be suitable.

     (c) At any meeting called under the provisions of this section, the
director or directors present shall constitute a quorum for the transaction of
business. If no director attends a meeting called by an officer who is not a
director and if there are present at least three of the persons named on a
numbered list of personnel approved by the Board of Directors before the
emergency, those present (but not more than nine appearing highest in priority
on such list) shall be deemed directors for such meeting and shall constitute a
quorum for the transaction of business.

     Section 6.3. Lines of Succession. The Board of Directors, during as well as
     ------------ --------------------
before any such emergency, may provide, and from time to time modify, lines of
succession in the event that during such an emergency any or all officers or
agents of the Company shall for any reason be rendered incapable of discharging
their duties.

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<PAGE>

     Section 6.4. Offices. The Board of Directors, during as well as before any
     ------------ -------
such emergency, may, effective during the emergency, change the principal office
or designate several alternative principal offices or regional offices, or
authorize the officers so to do.

     Section 6.5. Liability. No officer, director or employee acting in
     ------------ ---------
accordance with these emergency By-Laws shall be liable except for willful
misconduct.

     Section 6.6. Repeal or Change. The emergency By-Laws shall be subject to
     ------------ ----------------
repeal or change by action of the Board of Directors or by the affirmative vote
of at least 66-2/3% of all votes entitled to be cast by the holders of Capital
Stock of the Company entitled to vote generally in the election of directors,
except that no such repeal or change shall modify the provisions of the next
preceding section with regard to action or inaction prior to the time of such
repeal or change.

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