<PAGE>
                                                                     EXHIBIT 4.2

                             ROUGE INDUSTRIES, INC.
                          AMENDED AND RESTATED BY-LAWS
                         (AS AMENDED FEBRUARY 25, 2003)

                                    ARTICLE I

                         MEETINGS OF STOCKHOLDERS, ETC.

         SECTION 1.01. ANNUAL MEETING. The annual meeting of the stockholders of
Rouge Industries, Inc. (herein called the "Corporation") shall, unless the Board
of Directors (herein called the "Board") shall designate another time or place,
be held on the last Thursday in May in each year (or, if that day shall be a
legal holiday, then on the next preceding business day) at such hour as may be
specified in the notice thereof, in the City of Detroit, in the State of
Michigan, and at such place within said City as shall be fixed by the Board, for
the purpose of electing directors and for the transaction of such other business
as may properly be brought before such meeting. If any annual meeting shall not
be held on the day designated herein or the directors shall not have been
elected thereat, or at any adjournment thereof, the Board shall cause a special
meeting of the stockholders to be held as soon thereafter as practicable for the
election of directors. At such special meeting, the stockholders may elect
directors and transact other business with the same force and effect as at an
annual meeting of the stockholders duly called and held.

         SECTION 1.02. BUSINESS TO BE BROUGHT BEFORE AN ANNUAL MEETING OF
STOCKHOLDERS. Any business properly brought before an annual meeting of the
stockholders of the Corporation may be transacted at such meeting. To be
properly brought before an annual meeting, business must be (i) specified in the
notice of the meeting (or any supplement thereto) given by or at the direction
of the Board, (ii) brought before the meeting by or at the direction of the
Board or (iii) otherwise properly brought before the meeting by a stockholder.
For business to be properly brought before an annual meeting by a stockholder,
the stockholder must have given such written notice of the proposed business,
either by personal delivery or by United States mail, postage prepaid, to the
Secretary of the Corporation, such that the Secretary shall receive such notice
not less than 60 nor more than 90 days prior to the anniversary date of the
immediately preceding annual meeting or not later than ten days after notice or
public disclosure of the date of the annual meeting shall be given or made to
stockholders, whichever date shall be earlier. Subject to Section 2.03 hereof,
any such notice shall set forth as to each item of business the stockholder
shall propose to bring before the annual meeting (i) a brief description of such
item of business and the reasons for conducting it at such meeting and, in the
event that such item of business shall include a proposal to amend or to
recommend the amendment of either the Restated Certificate of Incorporation of
the Corporation (which term as used herein shall include any amendments to the
Restated Certificate) or these By-laws, the text of the proposed amendment, (ii)
the name and address of the stockholder proposing such item of business, (iii) a
representation that the stockholder is a holder of record of stock of the
Corporation entitled to vote at such meeting and intends to appear in person or
by proxy at the meeting to propose such item of business and (iv) any material
interest of the stockholder in such item of business. Only business which shall
have been properly brought before an annual meeting of stockholders in
accordance with these By-laws shall be conducted at such meeting, and the
Chairman of such meeting may refuse to permit any business to be brought before
such meeting which shall not have been properly brought before it in accordance
with these By-laws.

         SECTION 1.03. SPECIAL MEETING. Except as otherwise required by law,
special meetings of the stockholders for any purpose or purposes may be called
only by (i) the Chairman, (ii) the Board or (iii) the holders of record of 20%
of shares of stock of the Corporation. Only such business as shall be specified
in the notice of any special meeting of the stockholders shall come before such
meeting.

         SECTION 1.04. PLACE OF MEETINGS. Any meeting of the stockholders for
the election of directors shall, unless the Board shall designate another place,
be held in the City of Detroit, in the State of Michigan, and at such place
within said City as shall be fixed by the Board. All other meetings of the
stockholders shall be held at such places, within or without the State of
Delaware, as may from time to time be designated by the Board or in the
respective notices or waivers of notice thereof.

         SECTION 1.05. NOTICE OF MEETINGS. Every stockholder shall furnish the
Secretary with an address at which notices of meetings and all other corporate
notices may be served on or mailed to him. Except as otherwise expressly
required by law, notice of each meeting of the stockholders, whether annual or
special, shall, not less than ten (10) nor more than sixty (60) days before the
date of the meeting, or such other period as may be required by law, be given to

<PAGE>
each stockholder of record entitled to vote at such meeting by delivering a
typewritten or printed notice thereof to him personally or by depositing such
notice in the United States mail, in a postage prepaid envelope, directed to him
at his post-office address furnished by him to the Secretary for such purpose,
or, if he shall not have furnished to the Secretary his post-office address for
such purpose, but his address shall otherwise appear on the records of the
Corporation, then at his address as it shall so appear on the records of the
Corporation. If mailed, notice shall be deemed given when deposited in the
United States mail, postage prepaid. Except when expressly required by law, no
publication of any notice of a meeting of the stockholders shall be required.
Every notice of a meeting of the stockholders shall state the place, date and
hour of the meeting and, in the case of a special meeting, the purpose or
purposes for which the meeting shall be called. Notice of any adjourned meeting
of the stockholders need not be given if the time and place thereof shall be
announced at the meeting at which the adjournment shall be taken, unless such
adjournment shall be for more than 30 days or a new record date shall be fixed
for an adjourned meeting.

         SECTION 1.06. QUORUM. At each meeting of the stockholders, with the
exception of any meeting for the election of directors summarily ordered as
provided by the General Corporation Law of the State of Delaware, stockholders
holding of record a majority of voting interest of stock of the Corporation
entitled to be voted thereat shall be present in person or by proxy to
constitute a quorum for the transaction of business. In the absence of a quorum
at any such meeting or any adjournment or adjournments thereof, a majority in
voting interest of those present in person or by proxy and entitled to vote
thereat, or in the absence therefrom of all the stockholders, any officer
entitled to preside at, or to act as secretary of, such meeting may adjourn such
meeting from time to time. At any such adjourned meeting at which a quorum may
be present any business may be transacted which might have been transacted at
the meeting as originally called. The absence from any meeting of stockholders
holding the number of shares of stock of the Corporation required by the laws of
the State of Delaware or by the Restated Certificate of Incorporation of the
Corporation or by these By-laws for action upon any given matter shall not
prevent action at such meeting upon any other matter or matters which may
properly come before the meeting, if there shall be present thereat in person or
by proxy stockholders holding the number of shares of stock of the Corporation
required in respect of such other matter or matters.

         SECTION 1.07. ORGANIZATION. At each meeting of the stockholders the
Chairman, or, if he shall be absent therefrom, the President, or if he shall be
absent therefrom, a Vice Chairman, or, if there shall not be any Vice Chairman
in office or if all the Vice Chairman also shall be absent therefrom, a Vice
President or another officer of the Corporation chosen as chairman of such
meeting by a majority in voting interest of the stockholders present in person
or by proxy and entitled to vote thereat, or, if all the officers of the
Corporation shall be absent therefrom, a stockholder holding of record shares of
stock of the Corporation so chosen, shall act as chairman of the meeting and
preside thereat; and the Secretary, or, if he shall be absent from such meeting
or shall be required pursuant to the provisions of this Section 1.07 to act as
chairman of such meeting, the person (who shall be an Assistant Secretary, if an
Assistant Secretary shall be present thereat) whom the chairman of such meeting
shall appoint shall act as secretary of such meeting and keep the minutes
thereof.

         SECTION 1.08. ORDER OF BUSINESS. The order of business at each meeting
of the stockholders shall be determined by the chairman of such meeting.

         SECTION 1.09. VOTING. Except as otherwise provided by law or in the
Amended and Restated Certificate of Incorporation of the Corporation, each
stockholder of record of any class or series of stock having a preference over
the Common Stock of the Corporation as to dividends or upon liquidation shall be
entitled at each meeting of stockholders to such number of votes for each share
of such stock as may be fixed in the Amended and Restated Certificate of
Incorporation or in the resolution or resolutions adopted by the Board of
Directors providing for the issuance of such stock, and each stockholder of
record of Common Stock shall be entitled to one vote in person or by proxy for
each share of stock of the Corporation held by him and registered in his name on
the books of the Corporation on the date fixed pursuant to the provisions of
Section 6.05 hereof as the record date for the determination of stockholders of
record of Common Stock who shall be entitled to notice of and to vote at the
meeting of stockholders. Any vote on stock of the Corporation at any meeting of
the stockholders by the stockholder entitled thereto may be given in person or
by his proxy appointed by an instrument in writing subscribed by such
stockholder or by his attorney thereunto authorized and delivered to the
Secretary of the Corporation or in the case of a vote at a meeting to such
Secretary or to the Secretary of the meeting; provided, however, that no proxy
shall be voted or acted upon after three (3) years from its date, unless said
proxy shall provide for a longer period. At all meetings of the stockholders all
matters, except as otherwise provided herein or expressly regulated by law or by
the Amended and Restated Certificate of Incorporation of the Corporation, shall
be decided by the affirmative vote of a majority in voting interest of the
stockholders present in person or by proxy and entitled to vote thereat, a
quorum being present. Except in the case of votes for the election

<PAGE>
of directors, unless demanded by a stockholder of the Corporation present in
person or by proxy at any meeting of the stockholders and entitled to vote
thereat or so directed by the chairman of the meeting, the vote thereat on any
other question need not be by ballot. On a vote by ballot each ballot shall be
signed by the stockholder voting, or by his proxy, if there be such proxy, and
shall state the number of shares voted.

         SECTION 1.10. LIST OF STOCKHOLDERS. It shall be the duty of the
Secretary or other officer of the Corporation who shall have charge of its stock
ledger, either directly or through another officer of the Corporation designated
by him or through a transfer agent appointed by the Board, to prepare and make,
at least ten (10) days before every meeting of the stockholders, a complete list
of the stockholders entitled to vote thereat, arranged in alphabetical order,
and showing the address of each stockholder and the number of shares registered
in the name of each stockholder. Such list shall be open to the examination of
any stockholder, for any purpose germane to the meeting, during ordinary
business hours, for a period of at least ten (10) days prior to said meeting,
either at a place within the city where said meeting is to be held, which place
shall be specified in the notice of said meeting, or, if not so specified, at
the place where said meeting is to be held. The list shall also be produced and
kept at the time and place of said meeting during the whole time thereof, and
may be inspected by any stockholder who shall be present thereat. Upon the
willful neglect or refusal of the directors to produce such list at any meeting
for the election of directors, they shall be ineligible for election to any
office at such meeting. The stock ledger shall be the only evidence as to who
are the stockholders entitled to examine the stock ledger, such list or the
books of the Corporation, or to vote in person or by proxy at any meeting of
stockholders.

         SECTION 1.2. INSPECTORS OF ELECTION. At each meeting of the
stockholders the chairman of such meeting may appoint one Inspector or more to
act thereat. The Inspector so appointed shall first subscribe an oath or
affirmation faithfully to execute the duties of an Inspector at such meeting
with strict impartiality and according to the best of his ability. Such
Inspector, if any, shall take charge of the proxy and ballots at such meeting
and after the balloting thereat on any question shall count the ballots cast
thereon and shall make a report in writing to the secretary of such meeting of
the results thereof. An Inspector need not be a stockholder of the Corporation,
and any officer of the Corporation may be an Inspector on any question.


                                   ARTICLE II

                               BOARD OF DIRECTORS

         SECTION 2.01. GENERAL POWERS. The property, business and affairs of the
Corporation shall be managed by or under the direction of the Board.

         SECTION 2.02. NUMBER AND TERM OF OFFICE. Subject to the requirements of
the laws of the State of Delaware and of the Amended and Restated Certificate of
Incorporation of the Corporation and except as otherwise provided in any
resolution or resolutions adopted by the Board of Directors pursuant to the
provisions of the Amended and Restated Certificate of Incorporation of the
Corporation relating to the rights of the holders of any class or series of
stock having a preference over the Common Stock as to dividends or upon
liquidation, the number of directors shall be not less than six and not more
than nine. Each of the directors of the Corporation shall hold office until his
successor shall be elected and shall qualify, or until his death or until he
shall resign or shall have been removed in the manner hereinafter provided.

         SECTION 2.03. NOMINATIONS FOR THE ELECTION OF DIRECTORS. Subject to the
rights of the holders of any class or series of stock having a preference over
the Common Stock as to dividends or upon liquidation and otherwise subject to
the rights of stockholders under the General Corporation Law of the State of
Delaware, nominations for the election of directors shall be made by the Board
or by any stockholder entitled to vote for the election of directors at a
meeting but only if such stockholder complies with the requirements set forth in
the following two sentences. Written notice of the nomination by such
stockholder shall be given, either by personal delivery or by United States
mail, postage prepaid, to the Secretary of the Corporation not later than (i)
with respect to an election to be held at an annual meeting of stockholders, on
the date designated in Section 1.01 hereof, 90 days in advance of such meeting
and (ii) with respect to an election to be held at a special meeting of
stockholders for the election of directors, the close of business on the tenth
day following the date on which notice of such meeting shall first be given to
stockholders. Each such notice shall set forth: (a) the name and address of the
stockholder who shall make such recommendation and of the person or persons to
be nominated; (b) a representation that the stockholder is a holder of record of
stock of the Corporation entitled to vote at such meeting; (c) a description of
all arrangements or understandings between the

<PAGE>
stockholder and each nominee and any other person or persons (naming such person
or persons) pursuant to which the nomination or nominations are recommended by
the stockholder; (d) such other information regarding each recommended person
proposed by such stockholder as would have been required to be included in a
proxy statement filed pursuant to the proxy rules of the Securities and Exchange
Commission had each such person been nominated, or intended to be nominated, by
the Board of Directors; and (e) the consent in writing of each such person to
serve as a director of the Corporation if so elected. The chairman of the
meeting may refuse to acknowledge the nomination of any person not nominated in
compliance with the foregoing procedure. Notwithstanding anything in this
SECTION 2.03 or any other provision of these By-laws to the contrary, no person,
upon reaching seventy-two years of age, may be nominated to stand for election
or reelection to the Board.

         SECTION 2.04. ELECTION OF DIRECTORS. At each meeting of the
stockholders entitled to vote for the election of directors at which a quorum
shall be present, directors shall be elected by a plurality of the votes of the
shares present in person or represented by proxy at such meeting and entitled to
vote on the election of directors. Such election shall be by ballot in
accordance with the provisions of Section 1.09 hereof.

         SECTION 2.05. ORGANIZATION. At each meeting of the Board, the Chairman
or, if he shall be absent therefrom, the President, or if he shall be absent
therefrom, a Vice Chairman or, if there shall not be any Vice Chairman in office
or if all the Vice Chairmen also shall be absent therefrom, a director chosen by
a majority of the directors present thereat shall act as chairman of such
meeting and preside thereat. The Secretary, or in case of his absence the person
whom the chairman of such meeting shall appoint, shall act as secretary of such
meeting and keep the minutes thereof.

         SECTION 2.06. RESIGNATIONS. Any director may resign at any time by
giving written notice of his resignation to the Corporation. Any such
resignation shall take effect at the time specified therein,or, if the time when
it shall become effective shall not be specified therein, then it shall take
effect immediately upon its receipt by the Chairman, the President, any of the
Vice Chairmen, or the Secretary; and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

         SECTION 2.07. VACANCIES, ETC. Subject to the rights of the holders of
any class or series of stock having a preference over the Common Stock as to
dividends or upon liquidation, in case of any increase in the number of
directors, the additional director or directors, and, in case of any vacancy in
the Board due to death, resignation, disqualification, removal or any other
cause, the successor to fill the vacancy shall be elected by a majority of the
directors then in office, though less than a quorum, or by a sole remaining
director. 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
shall have so resigned, shall have the power to fill such vacancy or vacancies,
the vote thereon to take effect when such resignation or resignations shall
become effective.

         SECTION 2.08. PLACE OF MEETING, ETC. The Board may hold its meeting at
such place or places within or without the State of Delaware as the Board may
from time to time by resolution determine or shall be designated in the
respective notices or waivers of notice thereof.

         SECTION 2.09. FIRST MEETING. As soon as practicable after each annual
election of directors, the Board shall meet for the purpose of organization and
the transaction of other business.

         SECTION 2.10. REGULAR MEETINGS. Regular meetings of the Board shall be
held at such times as the Board shall from time to time by resolution determine
or the Chairman shall from time to time acting individually determine. If any
day fixed for a regular meeting shall be a legal holiday at the place where the
meeting is to be held, then the meeting which would otherwise be held on that
day shall be held at the same hour on the next succeeding business day. Except
as otherwise provided by law, notices of regular meetings need not be given.

         SECTION 2.11. SPECIAL MEETINGS; NOTICE. Special meetings of the Board
shall be held whenever called by the Chairman or a majority of the directors at
the time in office. A notice shall be given as hereinafter in this Section 2.11
provided of each such special meeting, in which shall be stated the time and
place of such meeting, but, except as otherwise expressly provided by law or by
these By-laws, the purposes thereof need not be stated in such notice. Except as
otherwise provided by law, notice of each such meeting shall be mailed to each
director, addressed to him at his residence or usual place of business, at least
two (2) days before the day on which such meeting is to be held, or shall be
sent addressed to him at such place by telegraph, cable, wireless, telex,
telefax or other form of recorded communication or be delivered personally or by
telephone not later than the day before the day on which such meeting


<PAGE>
is to be held. Notice of any meeting of the Board need not, however, be given to
any director who shall attend such meeting except a director who shall attend
such meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business on the grounds that the meeting
shall not have been lawfully called or convened; and, if any director shall, in
writing or by telegraph, cable, wireless, telex, telefax or other form of
recorded communication, waive notice of any meeting of the Board, notice thereof
need not be given to him.

         SECTION 2.12. QUORUM AND MANNER OF ACTING. Subject to the provisions of
Section 2.07 hereof, a majority of the whole Board shall be present in person at
any meeting of the Board (participation in a meeting by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other to constitute presence in
person at such meeting) in order to constitute a quorum for the transaction of
business at such meeting and, except as specified in Sections 2.07 and 3.08,
hereof, and except also as otherwise expressly provided by law or as set forth
in the Amended and Restated Certificate of Incorporation, the vote of a majority
of the directors present at any such meeting at which a quorum is present shall
be the act of the Board. In the absence of a quorum from any such meeting, a
majority of the directors present thereat may adjourn such meeting from time to
time until a quorum shall be present thereat. Notice of any adjourned meeting
need not be given. The directors shall act only as a board and the individual
directors shall have no power as such. Anything in these By-laws to the contrary
notwithstanding, any action required or permitted to be taken at any meeting of
the Board may be taken without a meeting if all members of the Board consent
thereto in writing and the writing or writings are filed with the minutes of
proceedings of the Board.

         SECTION 2.13. COMPENSATION. Unless otherwise expressly provided by
resolution adopted by the Board, neither any of the directors nor any of the
members of any committee of the Corporation contemplated by these By-laws or
otherwise provided for by resolution of the Board shall, as such, receive any
stated compensation for his services; but the Board may at any time or from time
to time by resolution provide that a specified sum shall be paid to any director
of the Corporation or to any member of any such committee who shall not
otherwise be in the employ of the Corporation or of any of its subsidiary
companies, either as his annual compensation as such director or member or as
compensation for his attendance at meetings of the Board or of such committee.
The Board may also likewise provide that the Corporation shall reimburse each
such director or member of such committee for any expenses paid by him on
account of his attendance at any such meeting.

         SECTION 2.14. REMOVAL OF DIRECTORS. A Director may be removed for
cause, at any time, by the affirmative vote of stockholders of record of the
Corporation holding of record a majority of the shares then entitled to vote at
an election of Directors. In the case of the removal of a Director for cause,
"Cause" is hereby defined as (i) the willful and continuous failure
substantially to perform one's duties to the Corporation, (ii) the willful
engaging in gross misconduct materially and demonstrably injurious to the
Corporation, or (iii) failure to meet any eligibility or other similar
requirement (A) of any governmental, regulatory or self-regulatory agency or
authority having jurisdiction over the Corporation or any of its activities or
(B) that may be established under any corporate governance guidelines now or
hereafter adopted by the Corporation.

         SECTION 2.15. QUALIFICATION OF DIRECTORS. It shall be a qualification
for membership on the Board of Directors that a director not be a member of the
board of directors or an officer or employee of a competitor (or any affiliate
of such competitor) of the Corporation or of a 5% or more stockholder (or
affiliate of such 5% or more stockholder) of a competitor of the Corporation.

         SECTION 2.16. JOINT MEETINGS. Notwithstanding any provision of these
By-laws to the contrary, so long as the Corporation owns, directly or
indirectly, all of the outstanding voting capital stock of Subsidiary (as
defined below), and so long as each member of the Board of Directors of the
Corporation is also a member of the Board of Directors of Subsidiary, each
meeting of the Board of Directors of the Corporation shall constitute a Joint
Meeting (as defined below) unless otherwise specified in the notice given with
respect to such meeting in accordance with these By-laws. As used in this
Section 2.16, (a) "Subsidiary" shall mean Rouge Steel Company, a Delaware
corporation, and any entity into which Rouge Steel Company or any successor may
be merged or with which it may be consolidated or any entity resulting from any
merger or consolidation to which Rouge Steel Company or any successor shall be a
party and (b) a "Joint Meeting" shall mean a joint meeting of the respective
Boards of Directors of Subsidiary and the Corporation.

<PAGE>
                                   ARTICLE III

                                   COMMITTEES

         SECTION 3.01. EXECUTIVE COMMITTEE; HOW CONSTITUTED AND POWERS. The
Board may designate not less than three (3) of the directors then in office, who
shall include the Chairman, to constitute an Executive Committee (herein called
the "Executive Committee") which during the intervals between meetings of the
Board of Directors shall have and may exercise all the powers of the Board to
the full extent permitted by law and as provided in said resolution or in
another resolution or other resolutions so adopted by the Board; and it shall
have power to authorize the seal of the Corporation to be affixed to all papers
which may require it.

         SECTION 3.02. ORGANIZATION, ETC. The Chairman or, if he shall be absent
therefrom, the President shall act as chairman at all meetings of the Executive
Committee and the Secretary shall act as secretary thereof. In case of the
absence from any meeting of the Committee of the Chairman, the President, or the
Secretary, the Committee may appoint a chairman or secretary, as the case may
be, of the meeting.

         SECTION 3.03. MEETINGS. Regular meetings of the Executive Committee, of
which notice shall not be necessary, shall be held on such days and at such
places, within or without the State of Michigan, as shall be fixed by resolution
adopted by a majority of the Committee and communicated to all its members.
Special meetings of the Committee shall be held whenever called by the Chairman
or a majority of the members of such Committee then in office. Notice of each
special meeting of the Committee shall be given by mail, telegraph, cable,
wireless, telex, telefax or other form of recorded communication or be delivered
personally or by telephone to each member of the Committee not later than the
day before the day on which such meeting is to be held. Notice of any such
meeting need not, however, be given to any member of the Committee who shall
attend such meeting except a member of the Committee who shall attend such
meeting for the express purpose of objecting, at the beginning of the meeting,
to the transaction of any business on the grounds that the meeting shall not
have been lawfully called or convened; and, if any member of the Committee
shall, in writing or by telegraph, cable, wireless, telex, telefax or other form
of recorded communication, waive notice of any meeting of the Committee, notice
thereof need not be given to him. Subject to provisions of this Article III, the
Committee, by resolution adopted by a majority of the whole Committee, shall fix
its own rules of procedure, and it shall keep a record of its proceedings and
report them to the Board at the next regular meeting thereof after such
proceedings shall have been taken.

         SECTION 3.04. QUORUM AND MANNER OF ACTING. A majority of the Executive
Committee shall be present in person at any meeting of the Executive Committee
(participation in a meeting by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meting can hear each other to constitute presence in person at such meeting) in
order to constitute a quorum for the transaction of business, and the act of a
majority of those present at a meeting thereof at which a quorum shall be
present shall be the act of the Committee.

         SECTION 3.05. RESIGNATIONS; REMOVAL; VACANCIES. Any member of the
Executive Committee may resign therefrom at any time by giving written notice of
his resignation to the Corporation. Any such resignation shall take effect at
the time specified therein, or, if the time when it shall become effective shall
not be specified therein, then it shall take effect immediately upon its receipt
by the Corporation; and, unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective. The Board may
remove any member of the Executive Committee. Any vacancy in the Executive
Committee shall be filled by the vote of the Board.

         SECTION 3.06. OTHER COMMITTEES. The Board may constitute a Finance
Committee, which shall consist of not less than three (3) directors, one of whom
shall be designated by the Board to act as chairman of such Committee. Subject
to any limitations prescribed by the Board, the Finance Committee shall have
authority to advise with the Board, the Executive Committee and the officers and
employees of the Corporation with respect to all activities, plans and policies
affecting the financial affairs of the Corporation.

         The Board shall constitute an Audit Committee, a Compensation
Committee, a Nominating Committee and such other committees as it may determine,
which shall in each case consist of such directors and shall have and may
exercise such powers as the Board may by resolution determine and specify in the
respective resolutions appointing them; provided, however, that if any committee
shall have the power to determine the amounts of the respective fixed salaries
of the Executives of the Corporation or any of them, such committee shall
consist of not less than three (3) members and none of its members shall have
any vote in the determination of the amount that shall be paid to him as a fixed
salary.


<PAGE>
         SECTION 3.07. PROCEDURES. A majority of all the members of any
Committee organized pursuant to Section 3.06 hereof may fix its rules of
procedure, determine its action and fix the time and place whether within or
without the State of Michigan, of its meetings (participation in a meeting by
means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other to constitute
presence in person at such meeting) and specify what notice thereof, if any,
shall be given, unless the Board shall otherwise by resolution provide. The
Board shall have power to change the members of any committee referred to in
this Section 3.07 at any time, to fill vacancies therein and to discharge any
such committee, either with or without cause, at any time.

         SECTION 3.08. ACTION BY CONSENT IN WRITING. Anything in these By-laws
to the contrary notwithstanding, any action required or permitted to be taken at
any meeting of any committee referred to in this Article III may be taken
without a meeting if all members of the committee shall consent thereto in
writing and the writing or writings shall be filed with the minutes of
proceedings of the committee.


                                   ARTICLE IV

                                    OFFICERS

         SECTION 4.01. NUMBER. The Corporation may have the following officers
as determined by the Board: a Chairman, a President, one or more Vice Chairmen,
one or more Vice Presidents (one or more of whom may be designated an Executive
Vice President, a Group Executive Vice President or a Senior Vice President) one
or more Assistant Vice Presidents, a Controller, one or more Assistant
Controllers, a General Counsel, a Treasurer, one or more Assistant Treasurers, a
Secretary and one or more Assistant Secretaries.

         SECTION 4.02. ELECTION AND TERM OF OFFICE. The officers determined as
in Section 4.01 hereof, shall be chosen annually by the Board. Each such officer
shall hold office until his successor shall have been elected and shall qualify
or until his earlier death or his earlier resignation or removal in the manner
hereinafter provided.

         SECTION 4.03. AGENTS, ETC. In addition to the officers determined as in
Section 4.01 hereof, the Board may appoint such agents as the Board may deem
necessary or advisable, each of which agents shall have such authority and
perform such duties as are provided in these By-laws or as the Board may from
time to time determine. The Board may delegate to any officer or to any
committee the power to appoint or remove any such agents.

         SECTION 4.04. REMOVAL. Any officer may be removed, either with or
without cause, at any time, by the Board.

         SECTION 4.05. RESIGNATIONS. Any officer may resign at any time by
giving written notice of his resignation to the Corporation. Any such
resignation shall take effect at the time specified therein, or, if the time
when it shall become effective shall not be specified therein, then it shall
take effect immediately upon its receipt by the Corporation; and, unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.

         SECTION 4.06. VACANCIES. A vacancy in any office due to death,
resignation, removal, disqualification or any other cause may be filled for the
unexpired portion of the term in the manner prescribed in these By-laws for
regular appointments or elections to such office.

         SECTION 4.07. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer
shall be designated from time to time by the Board and shall, unless otherwise
determined by the Board, be either the Chairman or the President. He
shall have, subject to the direction and control of the Board, general and
active supervision over the business and affairs of the Corporation and over its
several officers. He shall perform all duties incident to his position and such
other duties as from time to time may be assigned to him by the Board. He shall
see that all orders and resolutions of the Board shall be carried into effect.
He may sign, execute and deliver in the name of the Corporation all deeds,
mortgages, bonds, contracts or other instruments authorized by the Board, except
in cases where the signing, execution or delivery thereof shall be expressly
delegated by the Board or by a duly authorized committee of the Board or by
these By-laws to some other officer or agent of the Corporation or where any of
them shall be required by law

<PAGE>
otherwise to be signed, executed or delivered, and he may cause the seal of the
Corporation to be affixed to any documents the execution of which on behalf of
the Corporation shall have been duly authorized.

         SECTION 4.08. CHAIRMAN. The Chairman shall perform such duties as from
time to time may be assigned to him by the Board. He shall, if present, preside
at all meetings of the stockholders and at all meetings of the Board. He shall
make a report of the state of the business of the Corporation at each annual
meeting of the stockholders and from time to time he shall report to the
stockholders and to the Board all matters within his knowledge which in his
judgment the interests of the Corporation may require to be brought to their
notice.

         SECTION 4.09. PRESIDENT. The President shall perform such duties as
from time to time may be assigned to him by the Board. At the request of the
Chairman or in the case of his absence or inability to act, the President shall
perform the duties of the Chairman and, when so acting, shall have the powers
of, and shall be subject to all restrictions upon, the Chairman.

         SECTION 4.10. VICE CHAIRMAN. Each of the Vice Chairmen shall have such
powers and perform such duties as the Chief Executive Officer or the Board may
from time to time assign to him and shall perform such other duties as may be
prescribed by these By-laws. At the request of the Chairman or the President, or
in case of their absence or inability to act, any Vice Chairman shall perform
the duties of the Chairman or the President and, when so acting, shall have the
powers of, and be subject to all the restrictions upon, the Chairman and the
President.

         SECTION 4.11. EXECUTIVE OFFICE. The Chairman, the President and such
other officers as shall from time to time be designated by the Chief Executive
Officer, shall constitute the Executive Office of the Corporation. Each officer
in the Executive Office shall consult with the Chief Executive Officer as to
matters relating to the business and affairs of the Corporation, and each shall
have such powers and perform such duties as the Chief Executive Officer or the
Board may from time to time assign to him and each shall perform such other
duties as may be prescribed for him by these By-laws.

         SECTION 4.12. VICE PRESIDENTS. Each of the Vice Presidents (including
each of the Executive Vice Presidents, Group Executive Vice Presidents and
Senior Vice Presidents) shall have such powers and perform such duties as the
officer in the Executive Office to whom he shall report, the Chief Executive
Officer or the Board may from time to time assign to him and shall perform such
other duties as may be prescribed by these By-laws. At the request of any
officer in the Executive Officer, or, in case of their absence or inability to
act, any Vice President (including any Executive Vice President, Group Executive
Vice President and any Senior Vice President) who shall report to an officer in
the Executive Office shall perform the duties of that officer and, when so
acting, shall have all the powers of, and be subject to all the restrictions
upon, that officer.

         SECTION 4.13. ASSISTANT VICE PRESIDENTS. At the request of any Vice
President, or in case of his absence or inability to act, the Assistant Vice
President, if there shall be one, or if there shall be more than one, any of the
Assistant Vice Presidents shall perform the duties of the Vice President to whom
he shall report, and, when so acting, shall have all the powers of, and be
subject to all the restrictions upon, that Vice President. Each of the Assistant
Vice Presidents shall perform such other duties as from time to time may be
assigned to him by the Vice President to whom he shall report, the officer in
the Executive Office to whom such Vice President shall report, the President,
the Chairman or the Board.

         SECTION 4.14. CONTROLLER. The Controller shall keep or cause to be kept
correct records of the business and transactions of the Corporation and shall,
upon request, at all reasonable times exhibit or cause to be exhibited such
records to any of the directors of the Corporation at the place where such
records shall be kept. He shall perform such other duties as from time to time
may be assigned to him by the officer to whom he shall report, any officer in
the Executive Office, the Chief Executive Officer or the Board.

         SECTION 4.15. ASSISTANT CONTROLLERS. At the request of the Controller,
or in case of his absence or inability to act, the Assistant Controller, or, if
there be more than one, any of the Assistant Controllers, shall perform the
duties of the Controller, and, when so acting, shall have all the powers of, and
be subject to all the restrictions upon, the Controller. Each of the Assistant
Controllers shall perform such other duties as from time to time may be assigned
to him by the Controller, the officer to whom the Controller shall report, any
officer in the Executive office, the Chief Executive Officer or the Board.


<PAGE>
         SECTION 4.16. GENERAL COUNSEL. The General Counsel shall be the chief
legal officer of the Corporation and shall have, subject to the control of the
Chief Executive Officer, the officer to whom he shall report, and the Board,
general and active supervision and direction over the legal affairs of the
Corporation. He shall have such other powers and perform such other duties as
the Chief Executive Officer, the officer to whom he shall report, or the Board
may from time to time prescribe and shall perform such other duties as may be
prescribed by these By-laws.

         SECTION 4.17. TREASURER. If required by the Board, the Treasurer shall
give a bond for the faithful discharge of his duties in such sum and with such
surety or sureties as the Board shall determine. He shall:

                  a. have charge and custody of, and be responsible for, all
         funds, securities, notes and valuable effects of the Corporation;
         receive and give receipt for moneys due and payable to the Corporation
         from any sources whatsoever; deposit all such moneys to the credit of
         the Corporation or otherwise as any Chairman, the President, the
         officer to whom he shall report, or the Board shall direct in such
         banks, trust companies or other depositaries as shall be selected in
         accordance with the provisions of Section 5.04 hereof; cause such funds
         to be disbursed by checks or drafts on the authorized depositaries of
         the Corporation signed as provided in Section 5.03 hereof; and be
         responsible for the accuracy of the amounts of, and cause to be
         preserved proper vouchers for, all moneys so disbursed;

                  b. have the right to require from time to time reports or
         statements giving such information as he may desire with respect to any
         and all financial transactions of the Corporation from the officers or
         agents transacting the same;

                  c. render to the Chairman, the President, the officer to whom
         he shall report, or the Board, whenever they, respectively, shall
         request him so to do, an account of the financial condition of the
         Corporation and of all his transactions as Treasurer;

                  d. upon request, exhibit or cause to be exhibited at all
         reasonable times, at the place where they shall be kept, his cash books
         and other records to the Controller, the Chairman, the President, the
         officer to whom he shall report, or the Board; and

                  e. in general, perform all duties incident to the office of
         Treasurer and such other duties as from time to time may be assigned to
         him by the Chairman, the President, the officer to whom he shall
         report, or the Board.

         SECTION 4.18. ASSISTANT TREASURERS. If required by the Board, each of
the Assistant Treasurers shall give a bond for the faithful discharge of his
duties in such sums and with such surety or sureties as the Board shall
determine. At the request of the Treasurer, or in case of his absence or
inability to act, the Assistant Treasurer, or, if there be more than one, any of
the Assistant Treasurers, shall perform the duties of the Treasurer, and, when
so acting, shall have all the powers of, and be subject to all the restrictions
upon, the Treasurer. Each of the Assistant Treasurers shall perform such other
duties as from time to time may be assigned to him by the Treasurer, the
Chairman, the President or the Board.

         SECTION 4.19. SECRETARY. The Secretary shall:

                  a. record all the proceedings of the meetings of the
         stockholders, the Board, the Executive Committee and the Finance
         Committee in one or more books kept for that purpose;

                  b. see that all notices shall be duly given in accordance with
         the provisions of these By-laws or as required by law;

                  c. be custodian of the seal of the Corporation, and shall see
         that such seal, or, if authorized by the Board, a facsimile thereof,
         shall be affixed to any documents the execution of which on behalf of
         the Corporation shall be duly authorized and may attest such seal when
         so affixed;

                  d. have charge, directly or through the transfer agent or
         transfer agents and registrar or registrars appointed as in Section
         6.03 hereof provided, of the issue, transfer and registration of
         certificates for stock of the Corporation and of the records thereof,
         such records to be kept in such manner as to show the information
         specified in Section 6.01 hereof;


<PAGE>
                  e. upon request, exhibit or cause to be exhibited at all
         reasonable times to the Board, at the place where they shall be kept,
         such records of the issue, transfer and registration of the
         certificates for stock of the Corporation;

                  f. sign with a Vice President, a Vice Chairman, the Chairman
         or the President certificates for stock of the Corporation;

                  g. see that the books, reports, statements, certificates and
         all other documents and records required by law shall be properly kept
         and filed;

                  h. see that the duties prescribed by Section 1.09 hereof shall
         be performed; and

                  i. in general, perform all duties incident to the office of
         Secretary and such other duties as from time to time may be assigned to
         him by the Chairman, the President, the officer to whom he shall
         report, or the Board.

         SECTION 4.20. ASSISTANT SECRETARIES. At the request of the Secretary,
or in case of his absence or inability to act, the Assistant Secretary, or, if
there shall be more than one, any of the Assistant Secretaries, shall perform
the duties of the Secretary and, when so acting , shall have all the powers of,
and be subject to all the restrictions upon, the Secretary. Each of the
Assistant Secretaries shall perform such other duties as from time to time may
be assigned to him by the Secretary, the Chairman, the President or the Board.

         SECTION 4.21. SALARIES. The salaries and other forms of compensation
(other than those the fixing of which shall have been specifically delegated to
a committee of the Board) of the officers of the Corporation shall be fixed from
time to time by the Board or by any one or more committees (none of which shall
consist of less than three (3) members) appointed by the Board with power to fix
such salaries or such compensation, and none of such officers shall be prevented
from receiving a salary by reason of the fact that he shall be also a member of
the Board or of any such committee; but none of such officers who shall also be
a member of the Board or of any such committee shall have any vote in the
determination of the amount of salary that shall be paid to him.


                                    ARTICLE V

                 CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

         SECTION 5.01. EXECUTION OF CONTRACTS, ETC. Except as otherwise required
by law or by these By-laws, any contract or other instruments may be executed
and delivered in the name of the Corporation and on its behalf by the Chairman,
the President, a Vice Chairman, a Vice President, the Treasurer or the
Secretary, and the Board, by resolution, or the Chairman, the President, a Vice
Chairman, a Vice President, the Treasurer or the Secretary, by an instrument in
writing filed with the Secretary, may authorize any other officer or officers or
agent or agents to execute and deliver any contract or other instrument in the
name of the Corporation and on its behalf, and such authority may be general or
confined to specific instances.

         SECTION 5.02. LOANS. Unless the Board shall otherwise determine, any
two (2) of the following officers, to wit: the Chairman, the President, a Vice
Chairman, a Vice President, the Treasurer and the Secretary, acting together, or
any officer or officers authorized by a resolution of the Board may effect loans
and advances at any time for the Corporation from any bank, trust company or
other institution or from any firm or individual and for such loans and advances
may make, execute and deliver promissory notes or other evidences of
indebtedness of the Corporation, but no officer or officers shall mortgage,
pledge, hypothecate or otherwise transfer for security any property whatsoever
owned or held by the Corporation except when authorized by resolution adopted by
the Board.

         SECTION 5.03. CHECKS, DRAFTS, ETC. All checks, drafts, orders for the
payment of money, bills of lading, warehouse receipts, obligations, bills of
exchange and insurance certificates shall be signed or endorsed (except
endorsements for collection for the account of the Corporation or for deposit to
its credit) by such officer or officers or agent or agents of the Corporation
and in such manner as shall from time to time be determined by resolution of the
Board.


<PAGE>
         SECTION 5.04. DEPOSITS. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
or otherwise as the Board, the Chairman, the President, [any Vice Chairman,] or
the Treasurer shall direct in such banks, trust companies or other depositaries
as the Board may select or as may be selected by any officer or officers or
agent or agents of the Corporation to whom power in that respect shall have been
delegated by the Board. For the purpose of deposit and for the purpose of
collection for the account of the Corporation, checks, drafts and other orders
for the payment of money which shall be payable to the order of the Corporation
may be endorsed, assigned and delivered by any officer or agent of the
Corporation.

         SECTION 5.05. GENERAL AND SPECIAL BANK ACCOUNTS. The Board may from
time to time authorize the opening and keeping of general and special bank
accounts with such banks, trust companies or other depositaries as the Board may
select, or as may be selected by any officer or officers or agent or agents of
the Corporation to whom power in that respect shall have been delegated by the
Board. The Board may make such special rules and regulations with respect to
such bank accounts, not inconsistent with the provisions of these By-laws, as it
may deem expedient.

         SECTION 5.06. PROXIES IN RESPECT OF STOCK OR OTHER SECURITIES OF OTHER
CORPORATIONS. Unless otherwise provided by resolution adopted by the Board, the
Chairman, the President, a Vice Chairman, a Vice President or the Secretary may
from time to time appoint an attorney or attorneys or an agent or agents of the
Corporation to exercise in the name and on behalf of the Corporation the powers
and rights which the Corporation may have as the holder of stock or other
securities in any other corporation to vote or consent in respect of such stock
or other securities, and the Chairman, the President, a Vice Chairman, a Vice
President or the Secretary may instruct the person or persons so appointed as to
the manner of exercising such powers and rights; and the Chairman, the
President, a Vice Chairman, a Vice President or the Secretary may execute or
cause to be executed in the name and on behalf of the Corporation and under its
corporate seal, or otherwise, all such written proxies or other instruments as
he may deem necessary or proper in order that the Corporation may exercise its
said powers and rights.


                                   ARTICLE VI

                            SHARES AND THEIR TRANSFER

         SECTION 6.01. CERTIFICATES FOR STOCK. Every owner of stock of the
Corporation of any class (or, if stock of any class shall be issuable in series,
any series of such class) shall be entitled to have a certificate registered in
his name in such form as the Board shall prescribe, certifying the number of
shares of stock of the Corporation of such class, or such class and series,
owned by him. The certificates representing shares of stock of each class (or,
if there shall be more than one series of any class, each series of such class)
shall be numbered in the order in which they shall be issued and shall be signed
in the name of the Corporation by the Chairman or the President [or a Vice
Chairman] or a Vice President and by the Secretary or an Assistant Secretary.
Any of or all the signatures on any such certificate may be facsimiles. In case
any officer or officers or transfer agent or registrar of the Corporation who
shall have signed, or whose facsimile signature or signatures shall have been
placed upon, any such certificate shall cease to be such officer or officers or
transfer agent or registrar before such certificate shall have been issued, such
certificate may be issued by the Corporation with the same effect as though the
person or persons who shall have signed such certificate, or whose facsimile
signature or signatures shall have been placed thereupon, were such officer or
officers or transfer agent or registrar at the date of issue. Records shall be
kept of the amount of the stock of the Corporation issued and outstanding, the
manner in which and the time when such stock was paid for, the respective names,
alphabetically arranged, and the addresses, of the persons, firms or
corporations owning of record the stock represented by certificates for stock of
the Corporation, the number, class and series of shares represented by such
certificates, respectively, the time when each became an owner of record
thereof, and the respective dates of such certificates, and in case of
cancellation, the respective dates of cancellation. Every certificate
surrendered to the Corporation for exchange or transfer shall be canceled and a
new certificate or certificates shall not be issued in exchange for any existing
certificate until such existing certificate shall have been so canceled except
in cases provided for in Section 6.04 hereof.

         SECTION 6.02. TRANSFERS OF STOCK. Transfers of shares of stock of the
Corporation shall be made only on the books of the Corporation by the registered
owner thereof, or by his attorney thereunto authorized by power of attorney duly
executed and filed with the Secretary, or with a transfer agent appointed as
provided in Section 6.03, and upon surrender of the certificate or certificates
for such shares properly endorsed and payment of all taxes thereon. The person
in whose names shares of stock shall be registered on the books of the
Corporation shall be deemed the owner thereof for all purposes as regards the
Corporation. Whenever any transfer of shares shall be made for collateral
security and not absolutely, such fact shall be so expressed in the entry of
transfer if, when the certificate or certificates


<PAGE>
shall be presented to the Corporation for transfer, both the transferor and the
transferee shall in writing request the Corporation to do so.

         SECTION 6.03. REGULATIONS. The Board may make such rules and
regulations as it may deem expedient, not inconsistent with these By-laws,
concerning the issue, transfer and registration of certificates for stock of the
Corporation. The Board may appoint, or authorize any officer or officers to
appoint, one or more transfer agents and one or more registrars, and may require
all certificates for stock to bear the signature or signatures of any of them.

         SECTION 6.04. LOST, STOLEN, DESTROYED AND MUTILATED CERTIFICATES. The
registered owner of any stock of the Corporation shall immediately notify the
Corporation of any loss, theft, destruction or mutilation of the certificate
therefor, and the Corporation may issue a new certificate for stock in the place
of any certificate theretofore issued by it and alleged to have been lost,
stolen or destroyed, and the Corporation may, in its discretion, require the
registered owner of the lost, stolen or destroyed certificate or his legal
representatives to give the Corporation a bond in such sum, limited or
unlimited, and in such form and with such surety or sureties, as the Corporation
shall in its uncontrolled discretion determine, to indemnify the Corporation
against any claim that may be made against it on account of the alleged loss,
theft or destruction of any such certificate, or the issuance of such new
certificate. The Corporation may, however, in its discretion refuse to issue any
such new certificate except pursuant to legal proceedings under the laws of the
State of Delaware in such case made and provided.

         SECTION 6.05. FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF RECORD
IN CERTAIN CASE.

                  a. 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, the Board may fix a record date, which record date
shall not precede the date upon which the resolution fixing the record date
shall be adopted by the Board, and which record date shall not be more than
sixty (60) nor less than ten (10) days before the date of such meeting. If no
record date shall be fixed by the Board the record date for determining
stockholders entitled to notice of or to vote at a meeting of stockholders shall
be at the close of business on the day next preceding the day on which notice
shall be given, or, if notice shall be waived at the close of business on the
day next preceding the day on which the meeting is held. 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 may fix a new record date for the adjourned meeting.

                  b. In order that the Corporation may determine the
stockholders entitled to receive payment of any dividend or other distribution
or allotment of any rights or the stockholders entitled to exercise any rights
in respect of any change, conversion or exchange of stock, or for the purpose of
any other lawful action, the Board may fix a record date, which record date
shall not precede the date upon which the resolution fixing the record date
shall be adopted, and which record date shall be not more than sixty (60) days
prior to such action. If no record date shall be fixed, the record date for
determining stockholders for any such purpose shall be at the close of business
on the day on which the Board shall adopt the resolution relating thereto.


                                   ARTICLE VII

                                  OFFICES, ETC.

         SECTION 7.01. REGISTERED OFFICE. The registered office of the
Corporation in the State of Delaware shall be in the City of Wilmington, County
of New Castle, and the registered agent of the Corporation in said State is The
Corporation Trust Company.

         SECTION 7.02. OTHER OFFICES. The Corporation may also have one or more
offices other than said registered office at such place or places, either within
or without the State of Delaware, as the Board may from time to time appoint or
as the business of the Corporation may require and may keep the books and
records of the Corporation in such place or places within or without said State
as the Board may from time to time by resolution determine.


<PAGE>
                                  ARTICLE VIII

                            DIVIDENDS, SURPLUS, ETC.

         SECTION 8.01. DIVIDENDS, SURPLUS, ETC. Subject to the provisions of
law, of the Amended and Restated Certificate of Incorporation of the Corporation
and of these By-laws, the Board may declare and pay dividends upon the shares of
the stock of the Corporation either (a) out of its surplus as defined in and
computed in accordance with the provisions of the laws of the State of Delaware
or (b) in case it shall not have any such surplus, out of its net profits for
the fiscal year in which the dividend shall be declared and/or the preceding
fiscal year, whenever and in such amounts as, in the opinion of the board, the
condition of the affairs of the Corporation shall render it advisable. The Board
in its discretion may use and apply any of such surplus in purchasing or
acquiring any of the shares of the stock of the Corporation in accordance with
law or from time to time may set aside from such surplus or such net profits
such sum or sums as it, in its absolute discretion, may think proper, as a
reserve fund to meet contingencies, or for equalizing dividends, or for the
purpose of maintaining or increasing the property or business of the
Corporation, or for any other purpose it may think conducive to the best
interests of the Corporation; provided, however, that the Corporation shall not
use its funds or property for the purchase of shares of its stock when the
capital of the Corporation shall be impaired or when such use would cause any
impairment of its capital. All such surplus or such net profits, until actually
declared in dividends, or used and applied as aforesaid, shall be deemed to have
been so set aside by the Board for one or more of said purposes.


                                   ARTICLE IX

                     INDEMNIFICATION OF DIRECTORS, OFFICERS
                              EMPLOYEES AND AGENTS

         SECTION 9.01. THIRD PARTY ACTION.

                  a. The Corporation, to the full extent permitted, and in the
manner required, by the laws of the State of Delaware as in effect at the time
of the adoption of this Article IX or as such laws may be amended from time to
time, shall indemnify any person who shall have been or shall be made a party to
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding (including any appeal thereof), whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the Corporation), by reason of the fact that such person shall have
been or shall be a director or officer of the Corporation, or, if at a time when
he shall have been or shall be a director or officer of the Corporation, shall
have been or shall be serving at the request of the Corporation as a director,
officer, partner, trustee, fiduciary, employee or agent (a "Subsidiary Officer")
of another corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise (an "Affiliated Entity"), against expenses (including
attorneys' fees), costs, judgments, fines, penalties and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding if such person shall have acted in good faith
and in a manner such person shall have reasonably believed to be in or not
opposed to the best interest of the Corporation, and, with respect to any
criminal action or proceeding, shall have had no reasonable cause to believe his
or her conduct was unlawful; provided, however, that the Corporation shall not
be obligated to indemnify against any amount paid in settlement unless the
Corporation shall have consented to such settlement, which consent shall not be
unreasonably withheld. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction or upon a plea of nolo contendere or its
equivalent shall not, of itself, create a presumption that the person shall not
have acted in good faith and in a manner which such person shall have reasonably
believed to be in or not opposed to the best interests of the Corporation, and,
with respect to any criminal action or proceeding, that such person shall have
had reasonable cause to believe that his conduct was unlawful. Notwithstanding
anything to the contrary in the foregoing provisions of this paragraph (a), a
person shall not be entitled, as a matter of right, to indemnification pursuant
to this paragraph (a) against costs or expenses incurred in connection with any
action, suit or proceeding commenced by such person against any person who shall
have been or shall be a director, officer, fiduciary, employee or agent of the
Corporation or a Subsidiary Officer of an Affiliated Entity, but such
indemnification may be provided by the Corporation in any specific case as
permitted by Section 9.06 hereof.

                  b. The Corporation may indemnify any employee or agent of the
Corporation in the manner and to the extent that it shall indemnify any director
or officer under this Section 9.01, including indemnity in respect of service at
the request of the Corporation as a Subsidiary Officer of an Affiliated Entity.

         SECTION 9.02. DERIVATIVE ACTIONS.

                  a. The Corporation, to the full extent permitted, and in the
manner required, by the laws of the State of Delaware as in effect at the time
of the adoption of this Article IX or as such laws may be amended from time


<PAGE>
to time, shall indemnify any person who shall have been or shall be made a party
to or shall be threatened to be made a party to any threatened, pending or
completed action or suit (including any appeal thereof) brought in the right of
the Corporation to procure a judgment in its favor by reason of the fact that
such person shall have been or shall be a director or officer of the
Corporation, or, if at a time when he shall have been or shall be a director or
officer of the Corporation shall have been or shall be serving at the request of
the Corporation as a Subsidiary Officer of an Affiliated Entity against expenses
(including attorneys' fees) and costs actually and reasonably incurred by such
person in connection with such action or suit if such person shall have acted in
good faith and in a manner such person shall have reasonably believed to be in
or not opposed to the best interests of the Corporation, except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the Corporation
unless, and except to the extent that, the Court of Chancery of the State of
Delaware or the court in which such judgment shall have been rendered shall
determine upon application that despite the adjudication of liability but in
view of all the circumstances of the case, such person shall be fairly and
reasonably entitled to indemnity for such expenses and costs as the Court of
Chancery of the State of Delaware or such other court shall deem proper.
Notwithstanding anything to the contrary in the foregoing provisions of this
paragraph (a), a person shall not be entitled, as a matter of right, to
indemnification pursuant to this paragraph (a) against costs and expenses
incurred in connection with any action or suit in the right of the Corporation
commenced by such person, but such indemnification may be provided by the
Corporation in any specific case as permitted by Section 9.06 hereof.

                  b. The Corporation may indemnify any employee or agent of the
Corporation in the manner and to the extent that it shall indemnify any director
or officer under this Section 9.02, including indemnity in respect of service at
the request of the Corporation as a Subsidiary Officer of an Affiliated Entity.

         SECTION 9.03. DETERMINATION OF ENTITLEMENT TO INDEMNIFICATION. Any
indemnification under Section 9.01 or Section 9.02 hereof (unless ordered by a
court) shall be made by the Corporation only as authorized in the specific case
upon a determination that indemnification of the director, officer, employee or
agent is proper under the circumstances because such person has met the
applicable standard of conduct set forth in Section 9.01 or Section 9.02 hereof.
Such determination shall be made (i) by the Board of Directors by a majority
vote of a quorum consisting of directors who shall not have been and shall not
be parties to the action, suit or proceeding in respect of which indemnification
shall be sought or by majority vote of the members of a committee of the Board
of Directors composed of at least three members each of whom shall not have been
and shall not be a party to such action, suit or proceeding, or (ii) if such a
quorum shall not be obtainable and/or such a committee shall not be established
or obtainable, or, even if obtainable, if a quorum of disinterested directors
shall so direct, by independent legal counsel in a written opinion, or (iii) by
the stockholders. In the event a request for indemnification shall be made by
any person referred to in paragraph (a) of Section 9.10 hereof or paragraph (a)
of Section 9.02 hereof, the Corporation shall cause such determination to be
made not later than 60 days after such request shall be made.

         SECTION 9.04. RIGHT TO INDEMNIFICATION UPON SUCCESSFUL DEFENSE AND FOR
SERVICE AS A WITNESS.

                  a. Notwithstanding the other provisions of this Article IX to
the extent that a director, officer, employee or agent of the Corporation shall
have been successful on the merits or otherwise in defense of any action, suit
or proceeding referred to in Section 9.01 or Section 9.02 hereof or in defense
of any claim, issue or matter therein, such person shall be indemnified against
expenses (including attorneys' fees) and costs actually and reasonably incurred
by such person in connection therewith.

                  b. To the extent any person who shall have been or shall be a
director or officer of the Corporation shall have served or prepared to serve as
a witness in any action, suit or proceeding, whether civil, criminal,
administrative or investigative, or in any investigation by the Corporation or
the Board of Directors thereof or a committee thereof or by any securities
exchange on which securities of the Corporation shall have been or shall be
listed on any national securities association, by reason of his services as a
director or officer of the Corporation or, if at a time when he shall have been
a director or officer of the Corporation shall have been or shall be serving at
the request of the Corporation as a Subsidiary Officer of an Affiliated Entity,
the Corporation shall indemnify such person against expenses (including
attorneys' fees) and costs actually and reasonably incurred by such person in
connection therewith within 30 days after the receipt by the Corporation from
such person of a statement requesting such indemnification, averring such
service and reasonably evidencing such expenses and costs. The Corporation may
indemnify any employee or agent of the Corporation to the same extent it is
required to indemnify any director or officer of the Corporation pursuant to the
foregoing sentence of this paragraph (b).


<PAGE>
         SECTION 9.05. ADVANCE OF EXPENSES.

                  a. Expenses and costs incurred by any person referred to in
paragraph (a) of Section 9.01 hereof or paragraph (a) of Section 9.02 hereof in
defending a civil, criminal, administrative or investigative action, suit or
proceeding shall be paid by the Corporation in advance of the final disposition
of such action, suit or proceeding upon receipt of an undertaking by or on
behalf of such person to repay such amount if it shall ultimately be determined
that such person shall not be entitled to be indemnified by the Corporation as
authorized by this Article IX.

                  b. Expenses and costs incurred by any person referred to in
paragraph (b) of Section 9.01 hereof or paragraph (b) of Section 9.02 hereof in
defending a civil, criminal, administrative or investigative action, suit or
proceeding may be paid by the Corporation in advance of the final disposition of
such action, suit or proceeding as authorized by the Board of Directors, a
committee thereof or an officer of the Corporation or a committee thereof
authorized to so act by the Board of Directors upon receipt of an undertaking by
or on behalf of such person to repay such amount if it shall ultimately be
determined that such person shall not be entitled to be indemnified by the
Corporation as authorized by this Article IX.

         SECTION 9.06. INDEMNIFICATION NOT EXCLUSIVE. The provision of
indemnification to or the advancement of expenses and costs to any person under
this Article IX, or the entitlement of any person to indemnification or
advancement of expenses and costs under this Article IX, shall not limit or
restrict in any way the power of the Corporation to indemnify or advance
expenses and costs to such person in any other way permitted by law or be deemed
exclusive of any right to which any person seeking indemnification or
advancement of expenses and costs may be entitled under any law, agreement, vote
of stockholders or disinterested directors or otherwise, both as to any action
relating to such person in the capacity of an officer, director, employee or
agent of the Corporation and any action relating to him in any other capacity
while holding any such position.

         SECTION 9.07. ACCRUAL OF CLAIMS; SUCCESSORS. The indemnification
provided or permitted under this Article IX shall apply in respect of any
expense, cost, judgment, fine, penalty or amount paid in settlement, whether or
not the claim or cause of action in respect thereof accrued or arose before or
after the effective date of this Article IX. The right of any person who shall
have been or shall be a director, officer, employee or agent of the Corporation
to indemnification under this Article IX shall continue after he shall have
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, distributees, executors, administrators and other legal
representatives of such person.

         SECTION 9.08. CORPORATE OBLIGATIONS; RELIANCE. This Article IX shall be
deemed to create a binding obligation on the part of the Corporation to its
current and former officers and directors and their heirs, distributees,
executors, administrators and other legal representatives, and each director or
officer in acting in such capacity shall be entitled to rely on the provisions
of this Article IX, without giving notice thereof to the Corporation.

         SECTION 9.09. INSURANCE. The Corporation may purchase and maintain
insurance on behalf of any person who shall have been or shall be a director,
officer, employee or agent of the Corporation, or shall have been or shall be
serving at the request of the Corporation as a Subsidiary Officer of any
Affiliated Entity, against any liability asserted against such person and
incurred by such person in any such capacity, or arising out of such person's
status as such whether or not the Corporation would have had the power to
indemnify such person against such liability under the provisions of this
Article IX or applicable law.

         SECTION 9.10. DEFINITIONS OF CERTAIN TERMS.

                  a. For purposes of this Article IX, references to "the
Corporation" shall include, in addition to the resulting corporation, any
constituent corporation (including any constituent of a constituent) absorbed in
a consolidation or merger which, if its corporate existence had continued, would
have been permitted under applicable law to indemnify its directors, officers,
employees or agents, so that any person who shall have been or shall be a
director, officer, employee or agent of such constituent corporation, or shall
have been or shall be serving at the request of such constituent corporation as
a Subsidiary Officer of any Affiliated Entity shall stand in the same position
under the provisions of this Article IX with respect to the corporation if its
separate existence had continued.

                  b. For purposes of this Article IX, references to "fines"
shall include any excise taxes assessed on a person with respect to an employee
benefit plan; references to "serving at the request of the Corporation" shall
include any services as a director, officer, employee or agent of the
Corporation which shall impose duties on, or


<PAGE>
involves services by, such director, officer, employee or agent with respect to
an employee benefit plan, its participants, or beneficiaries; and a person who
shall have acted in good faith and in a manner such person shall have reasonably
believed to be in the interest of the participants and beneficiaries of an
employee benefit plan shall be deemed to have acted in a manner "not opposed to
the best interest of the Corporation" as referred to in this Article IX.

         SECTION 9.11. SAVING CLAUSE. In the event any provision of this Article
IX shall be held invalid by any court of competent jurisdiction, such holding
shall not invalidate any other provision of this Article IX, and the remaining
provisions of this Article IX hall be construed as if such invalid provision had
not been included in these By-laws.


                                    ARTICLE X

                                      SEAL

         SECTION 10.01. SEAL. The Board shall provide a corporate seal, which
shall be in the form of a circle and shall bear the full name of the corporation
and the words and fixtures "Incorporated 1997 Delaware", or words and figures of
similar import.


                                   ARTICLE XI

                                   FISCAL YEAR

         SECTION 11.01. FISCAL YEAR. The fiscal year of the Corporation shall
end on the thirty-first day of December in each year.


                                   ARTICLE XII

                                WAIVER OF NOTICES

         SECTION 12.01. WAIVER OF NOTICES. Whenever notice shall be required to
be given by these By-laws or by the Amended and Restated Certificate of
Incorporation of the Corporation or by the General Corporation Law of the State
of Delaware, a written waiver thereof, signed by the person or persons entitled
to said notice, whether before or after the time stated therein, shall be deemed
equivalent to notice.


                                  ARTICLE XIII

                                     GENDER

         SECTION 13.01. GENDER. Any words in the masculine gender in these
By-laws shall be deemed to include the feminine gender.


                                   ARTICLE XIV

                                   AMENDMENTS

         SECTION 14.01. AMENDMENTS. These By-laws, as they shall be at any time,
may be amended or repealed by the Board.