<PAGE>

                                                                     EXHIBIT 3.2

            CERTIFICATE OF THE DESIGNATIONS, POWERS, PREFERENCES AND
        RELATIVE, PARTICIPATING OR OTHER RIGHTS, AND THE QUALIFICATIONS,
         LIMITATIONS OR RESTRICTIONS THEREOF, OF SERIES A 8% PREFERRED
                STOCK ($0.01 Par Value) OF MITTAL STEEL USA INC.

                                   ----------

             Pursuant to Section 151 of the General Corporation Law
                            of the State of Delaware

                                   ----------

          Mittal Steel USA Inc., a Delaware corporation (the "Corporation"),
does hereby certify that the following resolutions were duly adopted by the
Board of Directors of Mittal Steel USA Inc. pursuant to authority conferred upon
the Board of Directors by Article IV of the Fifth Amended and Restated
Certificate of Incorporation of the Corporation, which approved the Certificate
of Designation of the preferred stock and authorized the issuance of 100 shares
of preferred stock, by unanimous written consent of the Board of Directors dated
December 28, 2005;

          RESOLVED, that the form, terms and provisions of the Certificate of
Designation setting forth the relative rights, preferences and powers of the ISG
Preferred Stock, be and hereby is, approved and adopted and shall become
effective at 11:58 pm EST on December 31, 2005.

          Section (1) Effectiveness of Certificate of Designation. The
Certificate of Designation shall become effective at 11:58 pm EST on December
31, 2005.

          Section (2) Number of Shares and Designation. 100 shares of the
preferred stock, $0.01 par value, of the Corporation are hereby constituted as a
series of the preferred stock designated as Series A Preferred Stock (the
"Series A Preferred Stock"). Without the consent of the then current holders of
shares of Series A Preferred Stock as provided for herein, the number of shares
of Series A Preferred Stock may not be increased and may not be decreased below
the number of then currently outstanding shares of Series A Preferred Stock.

          Section (3) Definitions. For purposes of the Series A Preferred Stock,
the following terms shall have the meanings indicated:

               "Board of Directors" shall mean the board of directors of the
Corporation or any committee authorized by such Board of Directors to perform
any of its responsibilities with respect to the Series A Preferred Stock.

<PAGE>

               "Business Day" shall mean any day other than a Saturday, Sunday
or a day on which banking institutions in the State of New York are authorized
or obligated by law or executive order to close.

               "Common Stock" shall mean the Common Stock of the Corporation,
par value $0.01 per share.

               "Issue Date" shall mean the first date on which shares of Series
A Preferred Stock are issued.

               "Person" shall mean any individual, firm, partnership,
corporation or other entity, and shall include any successor (by merger or
otherwise) of such entity.

               "Subsidiaries" shall mean any and all corporations, partnerships,
limited liability companies, joint ventures, associations and other entities
controlled by the Corporation directly or indirectly through one or more
intermediaries.

          Section (4) Dividends. (a) The holders of shares of the Series A
Preferred Stock, in preference to the holders of Common Stock, shall be entitled
to receive, when and if declared by the Board of Directors out of funds legally
available therefor, dividends at a rate of 8.0% per share per annum on the
Liquidation Preference (as defined below). Each such dividend shall be payable
in arrears to the holders of record of shares of the Series A Preferred Stock,
as they appear on the stock records of the Corporation at the close of business
on such record dates, not more than 60 days preceding the payment dates thereof,
as shall be fixed by the Board of Directors.

          (b) Except as provided in Section 5(a), holders of shares of Series A
Preferred Stock called for redemption on a redemption date between a dividend
payment record date and the dividend payment date shall not be entitled to
receive the dividend payable on such dividend payment date.

          (c) So long as any shares of the Series A Preferred Stock are
outstanding, no dividends shall be declared or paid or set apart for payment on
any class or series of stock of the Corporation ranking, as to dividends, on a
parity with or junior to the Series A Preferred Stock, for any period, nor shall
any shares ranking on a parity with or junior to the Series A Preferred Stock be
redeemed or purchased by the Corporation or any Subsidiary, unless dividends
declared and paid on the Series A Preferred Stock have been or contemporaneously
are declared and paid or declared and a sum sufficient for the payment thereof
set apart for such payment on the Series A Preferred Stock in accordance with
paragraph (a) of this Section (3).

          Section (5) Liquidation Preference. (a) In the event of any
liquidation, dissolution or winding up of the Corporation, whether voluntary or
involuntary, before any payment or distribution of the assets of the Corporation
(whether capital or surplus) shall be made to or set apart for the holders of
Common Stock or any other series or class or classes of stock of the Corporation
ranking junior to the Series A Preferred Stock,

<PAGE>

upon liquidation, dissolution or winding up, the holders of the shares of Series
A Preferred Stock shall be entitled to receive $900,000 per share plus an amount
equal to all dividends declared and unpaid thereon to the date of final
distribution to such holders. If, upon any liquidation, dissolution or winding
up of the Corporation, the assets of the Corporation, or proceeds thereof,
distributable among the holders of the shares of Series A Preferred Stock, and
any other shares of stock ranking, as to liquidation, dissolution or winding up,
on a parity with the Series A Preferred Stock, shall be insufficient to pay in
full the preferential amount aforesaid and liquidating payments in respect
thereof, then such assets, or the proceeds thereof, shall be distributed among
the holders of shares of Series A Preferred Stock and any such other stock
ratably in accordance with the respective amounts which would be payable on such
shares of Series A Preferred Stock and any such other stock if all amounts
payable thereon were paid in full. For the purposes of this Section (4), (i) a
consolidation or merger of the Corporation with one or more corporations, (ii) a
sale or transfer of all or substantially all of the Corporation's assets or
(iii) a statutory share exchange shall not be deemed to be a liquidation,
dissolution or winding up, voluntary or involuntary.

          (b) Subject to the rights of the holders of shares of any series or
class or classes of stock ranking on a parity with or prior to Series A
Preferred Stock, upon any liquidation, dissolution or winding up of the
Corporation, after payment shall have been made in full to the holders of Series
A Preferred Stock, as provided in paragraph (a) of this Section (4), holders of
shares of Common Stock and any other class or series entitled to participate
with the Common Stock, in the event of liquidation, dissolution or winding up,
shall share ratably in any and all assets remaining to be paid or distributed.

          Section (6) Redemption at the Option of the Corporation. (a) Series A
Preferred Stock may not be redeemed by the Corporation prior to the fifth
anniversary of the Issue Date. After the fifth anniversary of the Issue Date,
the Corporation, at its option, may redeem the shares of Series A Preferred
Stock, in whole or in part, for an aggregate redemption price of $900,000 per
share plus an amount per share equal to declared and unpaid dividends, if any,
to the date fixed for redemption, out of funds legally available therefor, at
any time or from time to time, subject to the notice provisions and provisions
for partial redemption described below.

          (b) In the event the Corporation shall redeem shares of Series A
Preferred Stock, notice of such redemption shall be given by first class mail,
postage prepaid, mailed not less than 20 nor more than 60 days prior to the
redemption date, to each holder of record of the shares to be redeemed, at such
holder's address as the same appears on the stock records of the Corporation,
which notice shall be unconditional and irrevocable. Each such notice shall
state: (1) the redemption date; (2) the number of shares of Series A Preferred
Stock to be redeemed and, if less than all the shares held by such holder are to
be redeemed, the number of such shares to be redeemed from such holder; (3) the
redemption price; and (4) the place or places where certificates for such shares
are to be surrendered for payment of the redemption price. Notice having been
mailed as aforesaid, from and after the redemption date (unless default shall be
made by the Corporation in providing money for the prompt payment of the
redemption price), (i) the shares of the

<PAGE>

Series A Preferred Stock so called for redemption shall no longer be deemed to
be outstanding, and (ii) all rights of the holders thereof as stockholders of
the Corporation (except the right to receive from the Corporation the redemption
price without interest thereon after the redemption date) shall cease. If the
Corporation fails to provide money for the payment of the redemption price
within 30 days after the redemption date, the redemption price shall accrue
interest at the rate of 15% per annum.

          Upon surrender in accordance with said notice of the certificates for
any such shares so redeemed (properly endorsed or assigned for transfer, if the
Corporation shall so require and the notice shall so state), such shares shall
be redeemed by the Corporation at the applicable redemption price aforesaid. If
fewer than all the outstanding shares of Series A Preferred Stock are to be
redeemed, shares to be redeemed shall be selected pro rata (as nearly as may be)
by the Corporation from outstanding shares of Series A Preferred Stock not
previously called for redemption. If fewer than all the shares represented by
any certificate are redeemed, a new certificate shall be issued representing the
unredeemed shares without cost to the holder thereof.

          Section (7) Shares to be Retired. All shares of Series A Preferred
Stock purchased or redeemed by the Corporation shall be retired and cancelled
and shall be restored to the status of authorized but unissued shares of
preferred stock, without designation as to series.

          Section (8) Ranking. Any class or classes of stock of the Corporation
shall be deemed to rank:

               (i) prior to the Series A Preferred Stock, as to dividends or as
to distribution of assets upon liquidation, dissolution or winding up, if the
holders of such class shall be entitled to the receipt of dividends or of
amounts distributable upon liquidation, dissolution or winding up, as the case
may be, in preference or priority to the holders of Series A Preferred Stock;

               (ii) on a parity with the Series A Preferred Stock, (A) as to
dividends, if the holders of such class of stock and the Series A Preferred
Stock shall be entitled to the receipt of dividends in proportion to their
respective amounts of declared and unpaid dividends per share, without
preference or priority one over the other, or (B) as to distribution of assets
upon liquidation, dissolution or winding up, whether or not the redemption or
liquidation prices per share thereof be different from those of the Series A
Preferred Stock, if the holders of such class of stock and the Series A
Preferred Stock shall be entitled to the receipt of amounts distributable upon
liquidation, dissolution or winding up in proportion to their respective amounts
of liquidation prices, without preference or priority one over the other; and

               (iii) junior to the Series A Preferred Stock, (A) as to
dividends, if the holders of Series A Preferred Stock shall be entitled to the
receipt of dividends in preference or priority to the holders of shares of such
stock, or (B) as to distribution of assets upon liquidation, dissolution or
winding up, if such stock shall be Common Stock

<PAGE>

or if the holders of Series A Preferred Stock shall be entitled to receipt of
amounts distributable upon liquidation, dissolution or winding up in preference
or priority to the holders of shares of such stock.

          Section (9) Voting. (a) Except as herein provided or as otherwise from
time to time required by law, holders of Series A Preferred Stock shall have no
voting rights.

          (b) So long as any shares of the Series A Preferred Stock remain
outstanding, the consent of the holders of at least a majority of the shares of
Series A Preferred Stock outstanding at the time given in person or by proxy,
either in writing or at any special or annual meeting, shall be necessary to
permit, effect or validate any one or more of the following:

               (i) The authorization, creation or issuance, or any increase in
the authorized or issued amount, of any class or series of stock ranking prior
to Series A Preferred Stock as to dividends or the distribution of assets upon
liquidation, dissolution or winding up;

               (ii) The increase in the authorized or issued amount of Series A
Preferred Stock; or

               (iii) The amendment, alteration or repeal, whether by merger,
consolidation or otherwise, of any of the provisions of the Certificate of
Incorporation of the Corporation (including any of the provisions hereof) which
would affect any right, preference or voting power of Series A Preferred Stock
or of the holders thereof; provided, however, that any increase in the amount of
authorized preferred stock or the creation and issuance of other series of
preferred stock, or any increase in the amount of authorized shares of such
series or of any other series of preferred stock, in each case ranking on a
parity with or junior to the Series A Preferred Stock with respect to the
payment of dividends and the distribution of assets upon liquidation,
dissolution or winding up, shall not be deemed to affect such rights,
preferences or voting powers.

          (c) So long as any shares of the Series A Preferred Stock remain
outstanding, each share of Series A Preferred Stock shall entitle the holder
thereof to vote on any merger or consolidation of the Corporation, sale of all
or substantially all of the Corporation's class with the shares of Common Stock.

          The foregoing voting provisions shall not apply if, at or prior to the
time when the act with respect to which such vote would otherwise be required
shall be effected, all outstanding shares of Series A Preferred Stock shall have
been redeemed or sufficient funds shall have been deposited in trust to effect
such redemption, scheduled to be consummated within 30 days after such time.

          Section (10) Record Holders. The Corporation may deem and treat the
record holder of any shares of Series A Preferred Stock as the true and lawful
owner thereof for all purposes, and the Corporation shall not be affected by any
notice to the contrary.

<PAGE>

          IN WITNESS WHEREOF, Mittal Steel USA Inc. has caused this Certificate
to be executed by its duly authorized officer as of this 30th day of December,
2005.

                                        MITTAL STEEL USA INC.


                                        By: /s/ Carlos Hernandez
                                            ------------------------------------
                                        Name: Carlos Hernandez
                                        Title: General Counsel and Secretary