AMENDED AND RESTATED BYLAWS
                                       OF
                              X-RITE, INCORPORATED

                             A MICHIGAN CORPORATION
                    AS AMENDED AND RESTATED FEBRUARY 10, 2004


                               ARTICLE I. OFFICES

         SECTION 1. REGISTERED OFFICE. The registered office of the Corporation
shall be as specified in the Articles of Incorporation. The Corporation shall
keep records containing the names and addresses of all shareholders, the number,
class and series of shares held by each, and the dates when they respectively
became holders of record thereof, at its registered office or at the office of
its transfer agent.

         SECTION 2. OTHER OFFICES. The business of the Corporation may be
transacted in such locations other than the registered office, within or outside
the State of Michigan, as the Board of Directors may from time to time
determine.

                            ARTICLE II. CAPITAL STOCK

         SECTION 1. STOCK CERTIFICATES. Certificates representing shares of the
capital stock of the Corporation shall be in such form as is approved by the
Board of Directors. Certificates shall be signed by the Chairman of the Board of
Directors, Chief Executive Officer, President or a Vice President, and may also
be signed by another officer designated by the Board of Directors, and shall be
sealed with the seal of the Corporation, or a facsimile thereof, if one be
adopted. The signatures of the officers may be facsimiles. In the event an
officer who has signed, or whose facsimile signature has been placed upon, a
certificate ceases to be such officer before the certificate is issued, it may
be issued by the Corporation with the same effect as if he were such officer at
the date of issue.

         SECTION 2. REPLACEMENT OF LOST OR DESTROYED CERTIFICATES. In the event
of the loss or destruction of a stock certificate, no new certificate shall be
issued in place thereof until the Corporation has received from the registered
holder such assurances, representations, warranties and/or guarantees as the
Board of Directors, in its sole discretion, shall deem advisable, and until the
Corporation receives sufficient indemnification protecting it against any claim
that may be made on account of such loss or destroyed certificate, or the
issuance of any new certificate in place thereof, including an indemnity bond in
such amount and with sureties, if any, as the Board of Directors, in its sole
discretion, deems advisable.

         SECTION 3. TRANSFER OF SHARES. Shares of stock of the Corporation shall
be transferable only upon the books of the Corporation. The old certificates
shall be surrendered to the Corporation by delivery thereof to the person in
charge of the stock transfer books of the Corporation, or to such other person
as the Board of Directors may designate, properly endorsed for transfer, and
such certificates shall be canceled before a new certificate is issued. The
Corporation shall be entitled to treat the person in whose name any share, right
or option is registered as the owner thereof for all purposes, and shall not be
bound to recognize any equitable or other claim with respect thereto, regardless
of any notice thereof, except as may be specifically required by the laws of the
State of Michigan.

         SECTION 4. RULES GOVERNING STOCK CERTIFICATES. The Board of Directors
shall have the power and authority to make all such rules and regulations as
they may deem expedient concerning the issue, transfer and registration of
certificates of stock, and may appoint a transfer agent and a registrar of
transfer, and may require all such certificates to bear the signature of such
transfer agent and of such registrar of transfers.

         SECTION 5. RECORD DATE FOR STOCK RIGHTS. The Board of Directors may fix
in advance a date not exceeding sixty (60) days preceding the date of payment of
any dividend, or the date for the allotment of rights, or the date when any
change or conversion or exchange of capital stock shall go into effect, as a
record date for the determination of the shareholders entitled to receive
payment of any such dividends, or any such allotment of rights, or to exercise
the rights with respect to any such change, conversion, or exchange of capital
stock; and in such case, only shareholders of record on the date so fixed shall
be entitled to receive payment of such dividends, or allotment of rights, or
exercise such rights, as the case may be, notwithstanding any transfer of any
stock on the books of the Corporation after any such record date is fixed.

         In the event the Board of Directors shall fail to fix a record date as
provided in this Section 5 of Article II, the record date for the purposes
specified herein shall be the close of business on the day on which the
resolution of the Board of Directors relating thereto is adopted.



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         SECTION 6. DIVIDENDS. The Board of Directors, in its discretion, may
from time to time declare and make a distribution to shareholders in respect of
the Corporation's outstanding shares, payable in cash, the Corporation's
indebtedness (but not the Corporation's shares) or the Corporation's other
property, including the shares or indebtedness of other corporations; provided,
however, no such distribution shall be made if, after giving effect to the
distribution, the Corporation would not be able to pay its debts as they become
due in the usual course of business, or the Corporation's total assets would be
less than its total liabilities plus the amount that would be needed if the
Corporation were to be dissolved at the time of the distribution to satisfy the
preferential rights upon dissolution of shareholders whose preferential rights
are superior to those receiving the distribution.

         In addition, the Board of Directors, in its discretion, from time to
time may declare and direct the payment of a share dividend of the Corporation's
shares, issued pro rata and without consideration, to the Corporation's
shareholders or to the shareholders of one or more classes or series; provided,
however, shares of one class or series may not be issued as a share dividend in
respect of shares of another class or series unless the Articles of
Incorporation so authorize, a majority of the votes entitled to be cast by the
class or series to be issued approve the issue, or there are no outstanding
shares of the class or series to be issued.

         SECTION 7. TREASURY SHARES. Shares that have been issued and reacquired
by the Corporation shall constitute authorized but unissued shares.

         SECTION 8. REDEMPTION OF CONTROL SHARES. Control shares acquired in a
control share acquisition, with respect to which no acquiring person statement
has been filed with the Corporation, shall, at any time during the period ending
60 days after the last acquisition of control shares or the power to direct the
exercise of voting power of control shares by the acquiring person, be subject
to redemption by the Corporation. After an acquiring person statement has been
filed with the Corporation and after the meeting at which the voting rights of
the control shares acquired in a control share acquisition are submitted to the
shareholders, the shares shall be subject to redemption by the Corporation
unless the shares are accorded full voting rights by the shareholders as
provided in Section 798 of the Michigan Business Corporation Act. Redemptions of
shares pursuant to this bylaw shall be at the fair value of the shares pursuant
to procedures adopted by the Board of Directors of the Corporation.

         The terms "control shares," "control share acquisition," "acquiring
person statement" "acquiring person" and "fair value" as used in this bylaw,
shall have the meanings ascribed to them, respectively, in Chapter 7B of the
Michigan Business Corporation Act.

                            ARTICLE III. SHAREHOLDERS

         SECTION 1. PLACE OF MEETINGS. Meetings of shareholders shall be held at
the registered office of the Corporation or at such other place, within or
outside the State of Michigan, as may be determined from time to time by the
Board of Directors; provided, however, if a meeting of shareholders is to be
held at a place other than the registered office of the Corporation, the notice
of the meeting shall designate such place.

         SECTION 2. ANNUAL MEETING. Annual meetings of shareholders for election
of directors and for such other business as may come before the meeting shall be
held on such date prior to June 1 of each year and at such time as may be fixed
from year to year by the Board of Directors.

         SECTION 3. SPECIAL MEETINGS. Special meetings of shareholders may be
called by the Chairman or the Secretary, and shall be called by either of them
pursuant to resolution therefore by the Board of Directors, or upon receipt by
them of a request in writing, stating the purpose or purposes thereof, and
signed by shareholders of record owning a majority of the voting shares of the
Corporation issued and outstanding.

         SECTION 4. RECORD DATE FOR NOTICE AND VOTE. The Board of Directors may
fix a date not more than sixty (60) days nor less than ten (10) days before the
date of a shareholders' meeting as the record date for the purposes of
determining shareholders entitled to notice of and to vote at the meeting or
adjournments thereof; provided, however, that the record date shall not precede
the date on which the Board takes action to fix the record date. In the event
the Board of Directors fails to fix a record date as provided in this Section 4
of Article III, the record date for determination of shareholders entitled to
notice of or to vote at a meeting of shareholders shall be the close of business
on the day preceding the day on which notice is given, or if no notice is given,
the day next preceding the day on which the meeting is held.

         SECTION 5. NOTICE OF SHAREHOLDER MEETINGS. Written notice of the time,
place, and purposes of any meeting of shareholders shall be given to
shareholders entitled to vote thereat, not less than ten (10) nor more than
sixty (60) days before the date of the meeting, which notice may be given either



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by delivery in person to such shareholders or by mailing such notice to
shareholders at their addresses as the same appear on the stock books of the
Corporation. A shareholder's attendance at a meeting will result in a waiver of
objection to lack of notice or defective notice unless the shareholder, at the
beginning of the meeting, objects to the holding of the meeting or the
transaction of business at the meeting, and a waiver of objection to
consideration of a particular matter at the meeting as not being within the
purpose or purposes described in the meeting notice unless the shareholder
objects to considering the matter when it is presented.

         SECTION 6. VOTING LISTS. The Corporation's officer or agent having
charge of its stock transfer books shall prepare and certify a complete list of
the shareholders entitled to vote at a shareholders' meeting or any adjournment
thereof, which list shall be arranged alphabetically within each class and
series, and shall show the address of, and the number of shares held by each
share holder. The list shall be produced at the time and place of the meeting of
shareholders and be subject to inspection by any shareholder at any time during
the meeting. If for any reason the requirements with respect to the shareholder
list specified in this Section 6 of Article III have not been complied with, any
shareholder, either in person or by proxy, who in good faith challenges the
existence of sufficient votes to carry any action at the meeting, may demand
that the meeting be adjourned and the same shall be adjourned until the
requirements are complied with; provided, however, that failure to comply with
such requirements does not affect the validity of any action taken at the
meeting before such demand is made.

         SECTION 7. VOTING. Each shareholder entitled to vote at a meeting of
shareholders or to express consent or dissent without a meeting, shall be
entitled to one (1) vote, in person or by proxy, for each share entitled to vote
that is held by such shareholder; provided, however, no proxy shall be voted
after three years from its date unless such proxy expressly provides for a
longer period. A vote may be cast either orally or in writing as announced or
directed by the person presiding at the meeting prior to the taking of the vote.
When an action other than the election of directors is to be taken by vote of
the shareholders, it shall be authorized by a majority of the votes cast by the
holders of shares entitled to vote on the action, unless a greater vote is
required by the Michigan Business Corporation Act. Directors shall be elected by
a plurality of the votes cast in an election.

         SECTION 8. QUORUM. Shares equaling a majority of all of the voting
shares of the capital stock of the Corporation issued and outstanding
represented in person or by proxy, shall constitute a quorum at the meeting.
Meetings at which less than a quorum is represented may be adjourned by a vote
of a majority of the shares present to a further date without further notice
other than the announcement at such meeting, and when the quorum shall be
present upon such adjourned date, any business may be transacted which might
have been transacted at the meeting as originally called. Shareholders present
in person or by proxy at any meeting of shareholders may continue to do business
until adjournment, notwithstanding the withdrawal of shareholders to leave less
than a quorum.

         SECTION 9. CONDUCT OF MEETINGS. The officer who is to preside at
meetings of shareholders pursuant to Article V of these Bylaws, or his or her
designee, shall determine the agenda, the order in which business shall be
conducted and rules for the conduct of the meeting (which shall be fair to
shareholders), unless the agenda, the order of business and/or such rules have
been fixed by the Board of Directors. Such officer or designee shall call
meetings of shareholders to order and shall preside, shall appoint a person to
act as secretary of the meeting, and may appoint a parliamentarian, who may be
the same person as the secretary.

         SECTION 10. INSPECTORS OF ELECTIONS. The Board of Directors may, in
advance of a meeting of shareholders, appoint one or more inspectors to act at
the meeting or any adjournment thereof. In the event inspectors are not so
appointed, or an appointed inspector fails to appear or act, the person
presiding at the meeting of shareholders may appoint one or more persons to fill
such vacancy or vacancies, or to act as inspector. The inspector(s) shall
determine the number of shares outstanding and the voting power of each, the
shares represented at the meeting, the existence of a quorum, the validity and
effect of proxies, and shall receive votes, ballots, or consents, hear and
determine challenges and questions arising in connection with the right to vote,
count and tabulate votes, ballots or consents, determine the results, and do
such acts as are proper to conduct the election or vote with fairness to all
shareholders.

         SECTION 11. NOTICE OF SHAREHOLDER PROPOSALS.

                  (a) Except for the election of directors, which is governed by
Article V of the Corporation's Articles of Incorporation, only such business
shall be conducted at any meeting of shareholders, and only such proposals shall
be acted upon at such meetings, as shall have been brought before the meeting:
(i) by, or at the direction of, the Board of Directors; or (ii) by any
shareholder of the Corporation who complies with the notice procedures set forth
in this Section of these Bylaws. For a proposal to be properly brought before
the meeting by a shareholder, the shareholder must have given timely notice
thereof in writing to the Secretary of the Corporation. To be timely, a
shareholder's notice must be delivered to, or mailed and received at, the
principal executive offices of the Corporation not less than sixty (60) days nor
more than ninety (90) days prior to the scheduled meeting date, regardless of
any postponements, deferrals, or adjournments of that meeting to any later date;
provided, however, that if less than seventy (70) days' notice, or prior public



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disclosure of the date of a scheduled meeting is given or made, notice by the
shareholder to be timely must be delivered or received not later than the close
of business on the tenth (10) day following the earlier of the day on which such
notice of the date of the scheduled meeting was mailed or the day on which such
public disclosure was made. A shareholder's notice to the Secretary shall set
forth, as to each matter the shareholder proposes to bring before the meeting:
(i) a brief description of a proposal desired to be brought before the meeting
and the reasons for conducting such business at the meeting; (ii) the name and
address, as they appear, on the Corporation's stock record of the shareholder
proposing such business and any other shareholders known by such shareholder to
be supporting such proposal; (iii) the class and number of shares of the
Corporation's stock which are beneficially owned by the shareholder on the date
of such shareholder notice and by any other shareholders known by such
shareholder to be supporting such proposal on the date of such shareholder
notice; and (iv) any financial interest of the shareholder in such proposal.

                  (b) If the presiding officer at the meeting of shareholders
determines that a shareholder proposal was not made in accordance with the terms
of this Section, the presiding officer shall declare the matter to be out of
order and the matter shall not be acted upon at the meeting.

                  (c) Nothing contained in this Section shall prevent the
consideration and approval or disapproval at any meeting of shareholders of
reports of officers, directors, and committees of the Board of Directors, but,
in connection with such reports, no business shall be acted upon at such meeting
unless stated, filed, and received as provided herein.

                              ARTICLE IV. DIRECTORS

         SECTION 1. BOARD OF DIRECTORS. The authority and size of the Board of
Directors, and the procedures for nominating, electing and removing directors
shall be as specified in the Corporation's Articles of Incorporation. No person
shall be elected as a director after he or she attains age seventy-five (75),
and the term of any director shall expire upon the earlier to occur of: (i) the
third succeeding annual meeting when his or her successor shall be duly elected
and qualified; (ii) his or her resignation or removal; or (iii) his or her
attaining age seventy-five (75).

         SECTION 2. PLACE OF MEETINGS AND RECORDS. The directors shall hold
their meetings, and maintain the minutes of the proceedings of meetings of
shareholders, Board of Directors, and executive and other committees, if any,
and keep the books and records of account for the Corporation, in such place or
places, within or outside the State of Michigan, as the Board may from time to
time determine.

         SECTION 3. REGULAR MEETINGS OF THE BOARD. Regular meetings of the Board
of Directors may be held at such times and places and pursuant to such notice,
if any, as may be established from time to time by resolution of the Board of
Directors.

         SECTION 4. SPECIAL MEETINGS OF THE BOARD. Special meetings of the Board
of Directors may be called by the Chairman of the Board, or the Secretary, and
shall be called by one of them upon the written request of a majority of the
directors. Notice of the time and place of special meetings of the Board shall
be given to each director at least twenty-four (24) hours prior thereto. Notices
of special meetings may state a purpose or purposes for the meeting, but such
notices shall not be required to state any purpose and shall not be deemed
deficient if the statement or purpose is incomplete or inaccurate. Notice of any
meeting may be made by hand delivery, telephone, facsimile or e-mail with
confirmation, nationally recognized overnight mail service, or first class mail,
to each director at such location as he or she may have furnished to the
Corporation. The notice shall be deemed to have been given at the time of
personal delivery, or telephone contact, or the time of confirmation for
facsimile or e-mail, and as of the close of business on the first business day
following the date delivered to the overnight or government mail carrier.

         SECTION 5. QUORUM AND VOTE. A majority of the members of the Board then
in office constitutes a quorum for the transaction of business, and the vote of
a majority of the members present at any meeting at which a quorum is present
constitutes the action of the Board of Directors.

         SECTION 6. MEETING PARTICIPATION. A director may participate in a
meeting of the Board of Directors or any committee by means of conference
telephone or similar communications equipment through which all persons
participating in the meeting can communicate with all other participants.
Participation in a meeting pursuant to this Section shall constitute presence in
person at the meeting.

         SECTION 7. ACTION OF THE BOARD WITHOUT A MEETING. Any action required
or permitted to be taken pursuant to authorization voted at a meeting of the
Board of Directors may be taken without a meeting if, before or after the
action, all members of the Board of Directors consent thereto in writing. Such
written consent shall be filed with the minutes of the proceedings of the Board
of Directors and the consent shall have the same effect as a vote of the Board
of Directors for all purposes.



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         SECTION 8. REPORT TO SHAREHOLDERS. At least once in each year the Board
of Directors shall cause a financial report of the Corporation for the preceding
fiscal year to be made and distributed to each shareholder within four months
after the end of such fiscal year. The report shall include the Corporation's
statement of income, its year-end balance sheet and, if prepared by the
Corporation's statement of source and application of funds.

         SECTION 9. CORPORATE SEAL. The Board of Directors may provide a
suitable corporate seal, which seal shall be kept in the custody of the
Secretary.

         SECTION 10. COMPENSATION OF DIRECTORS. Each of the directors shall be
entitled to receive compensation for service as a director and/or member of a
committee of the Board of Directors and shall be reimbursed their expenses for
attendance at meetings of the Board of Directors or any committee of which a
director is a member, all in accordance with resolutions adopted by the Board of
Directors from time to time.

         SECTION 11. EXECUTIVE COMMITTEE. The Board of Directors may by
resolution establish an executive committee composed of two (2) or more of the
directors to exercise such powers and authority of the Board of Directors to the
extent provided in such resolution and not prohibited by the Michigan Business
Corporation Act for the management of the business and affairs of the
Corporation. Such committee shall exist, and each member thereof shall serve, at
the pleasure of the Board of Directors.

         SECTION 12. OTHER COMMITTEES. The Board of Directors shall establish a
compensation committee and an audit committee, each composed of two (2) or more
directors with such authority and responsibilities as are specified in the
charters for those committees that are approved by the Board of Directors. In
addition, the Board of Directors may, by resolution, establish such other
committees from time to time as the directors think advisable with such
purposes, authority and membership as may be set forth in the resolution
establishing any such committee.

         SECTION 13. DIRECTORS EMERITUS. Any director of the Corporation serving
prior to February 10, 2004, who serves the shorter of at least: (i) nine years
or (ii) three maximum length terms of office as a director and who either
resigns as a director or does not stand for reelection, shall be entitled to be
considered for the position of "Director Emeritus." If nominated by the
Nominating and Governance Committee and elected by the Board of Directors, a
Director Emeritus shall continue in that position for a period equal to the time
served as a regular director prior to February 10, 2004, or until an earlier
resignation or death. During their tenure, Directors Emeritus shall be given
notices of all meetings of the Board of Directors, and they shall perform such
consulting services for the Corporation as the Board of Directors may reasonably
request from time to time. Directors Emeritus shall be entitled to attend and
participate in all such meetings of the Board of Directors, except that they may
not vote and they shall not be counted for purposes of determining a quorum.
Directors Emeritus shall receive an annual cash retainer fee equal to the lesser
of: (i) the annual cash retainer fee in place at the time the director resigned
as a director or did not stand for reelection; or (ii) the annual cash retainer
fee in place at any time during the period such director holds the position of
Director Emeritus, and shall be entitled to reimbursement for expenses of
attendance at meetings of the Board, but they shall receive no other
compensation from the Corporation.

                               ARTICLE V. OFFICERS

         SECTION 1. DESIGNATION OF OFFICERS. The officers of the Corporation
shall consist of such officers as the Board of Directors shall determine from
time to time, and may include a Chairman of the Board, a Chief Executive
Officer, a President, a Secretary, a Treasurer, one or more Vice Presidents, and
such other or different offices as may be established by the Board of Directors.
The officers of the Corporation need not be directors or shareholders. Any two
or more offices may be held by the same person, but an officer shall not
execute, acknowledge or verify any instrument in more than one capacity if the
instrument is required by law to be executed, acknowledged or verified by two or
more officers.

         SECTION 2. ELECTION OF OFFICERS. The officers of the Corporation shall
be elected at the first meeting of the Board of Directors, or by action taken
pursuant to written consent, after the annual meeting of shareholders. Officers
shall hold office for the term of their election and until their respective
successors are elected and qualified, or until resignation or removal.

         SECTION 3. RESIGNATION AND REMOVAL. An officer may resign by written
notice to the Corporation, which resignation is effective upon its receipt by
the Corporation or at a subsequent time specified in the notice of resignation.
Officers of the Corporation serve at the pleasure of the Board of Directors and
may be removed by the Board at any time, with or without cause.



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         SECTION 4. COMPENSATION OF OFFICERS. The Board of Directors, or an
appropriate committee if one be appointed, may establish compensation of
officers for services to the Corporation irrespective of the personal interest
of any such director or committee member.

         SECTION 5. CHAIRMAN OF THE BOARD. The Chairman of the Board of
Directors shall be elected by the directors from among the directors then
serving. The Chairman of the Board, shall preside at all meetings of the Board
of Directors and shareholders, and shall perform such other duties as from time
to time may be determined by resolution of the Board of Directors not
inconsistent with these Bylaws.

         SECTION 6. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer of the
Corporation shall have such authority and shall perform such duties in the
management of the Corporation as are usually vested in or incident to the office
of a chief executive officer of a corporation. In the absence or nonelection of
the Chairman of the Board of Directors, the Chief Executive Officer shall
preside at all meetings of the Board of Directors and meetings of the
shareholders.

         SECTION 7. PRESIDENT. The President shall be the chief operating
officer of the Corporation and shall have such authority and shall perform such
duties in the management of the Corporation as from time to time may be
determined by resolution of the Board of Directors not inconsistent with these
Bylaws.

         SECTION 8. VICE PRESIDENTS. The Vice Presidents shall have such
authority and shall perform such duties as shall be assigned to them by the
Board of Directors and may be designated by such special titles as the Board of
Directors shall approve.

         SECTION 9. TREASURER. The Treasurer, if one be elected, shall have such
authority and responsibilities as may be determined by the Board of Directors
from time to time.

         SECTION 10. SECRETARY. The Secretary shall give, or cause to be given,
notice of all meetings of shareholders and directors and all other notices
required by law or by these Bylaws, and in the case of his or her absence or
refusal or neglect to do so, any such notice may be given by any person so
directed by the Chief Executive Officer or by the directors. The Secretary shall
maintain a record of all of the proceedings of minutes of shareholders, the
Board of Directors and committees of the Board in one or more books provided for
that purpose, and shall perform all duties incident to the office of Secretary,
and such other duties as may be assigned by the Board of Directors.

         SECTION 11. OTHER OFFICES. Other officers elected by the Board of
Directors shall have such authority and shall perform such duties in the
management of the Corporation as may be determined by resolution of the Board of
Directors not inconsistent with these Bylaws. In addition, the Chairman of the
Board and the Chief Executive Officer may jointly approve the employment of
managerial employees for positions which may involve the use of the title of
"Vice President" or some other official title, without the necessity of the
Board of Directors' election of such person as an officer of the Corporation. In
such case, such persons shall not constitute officers of the Corporation within
the meaning of the Corporation's Articles of Incorporation or Bylaws, and they
shall have such duties and authority as may be assigned to them by the Chairman
and the Chief Executive Officer.

                            ARTICLE VI. MISCELLANEOUS

         SECTION 1. CONTRACTS. The Board of Directors may authorize any officer
or officers, agent or agents to enter into any contract or execute and deliver
any instrument in the name of and on behalf of the Corporation, and such
authority may be general or confined to specific instances.

         SECTION 2. LOANS. No loans shall be contracted on behalf of the
Corporation, and no evidences of indebtedness shall be issued in its name,
unless authorized by a resolution of the Board of Directors. Such authorization
may be general or confined to specific instances.

         SECTION 3. CHECKS. All checks, drafts, or other orders for the payment
of money, notes or other evidences of indebtedness issued in the name of the
Corporation shall be signed by such officer or officers, agent or agents of the
Corporation and in such manner as shall from time to time be determined by
resolution of the Board of Directors.

         SECTION 4. DEPOSITS. All funds of the Corporation, not otherwise
employed, shall be deposited from time to time to the credit of the Corporation
in such banks, trust companies, or other depositories as the Board of Directors
may determine.

         SECTION 5. FISCAL YEAR. The fiscal year of this Corporation shall be as
determined by the Board of Directors.



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         SECTION 6. WAIVER OF NOTICE. Whenever any notice is required to be
given under the provisions of any law, or the Articles of Incorporation for this
Corporation, or these Bylaws, a waiver thereof in writing, signed by the person
or persons entitled to said notice, whether before or after the time stated
therein, shall be deemed equivalent thereto.

         SECTION 7. VOTING OF SECURITIES. Securities of another corporation or
other equity interests standing in the name of this Corporation which are
entitled to vote may be voted in person or by proxy by any executive officer of
this Corporation or such other persons as may be designated by the Board of
Directors.

         SECTION 8. INTERPRETATION. Unless the context of these Bylaws otherwise
requires, the terms used in these Bylaws shall have the meanings specified in,
and these Bylaws shall be interpreted and construed in accordance with, the
Michigan Business Corporation Act.

                            ARTICLE VII. AMENDMENTS

         These Bylaws may be amended, repealed or new Bylaws adopted either by a
majority vote of the Board of Directors at any regular or special meeting of the
Board, and without prior notice of intent to do so, or by majority vote of
shareholders at any annual or special meeting, if notice of the proposed
amendment, repeal, or adoption be contained in the notice of such meeting.

                          ARTICLE VIII. INDEMNIFICATION

         SECTION 1. INDEMNIFICATION OF DIRECTORS. The Corporation shall
indemnify, to the fullest extent authorized or permitted by the Michigan
Business Corporation Act, any person, and his or her estate and personal
representatives, who is made or threatened to be made a party to an action,
suit, or proceeding, whether civil, criminal, administrative or investigative,
because such person is or was a director of the Corporation or served any other
enterprise at the request of the Corporation.

         SECTION 2. INDEMNIFICATION OF CERTAIN OFFICERS. The Corporation shall
indemnify, to the fullest extent authorized or permitted by the Michigan
Business Corporation Act, any officer or former officer of the Corporation, and
his or her estate and personal representatives, who is made or threatened to be
made a party to an action, suit, or proceeding, whether civil, criminal,
administrative or investigative, that in any way involves or is related to such
officer or former officer's duties, as specifically set forth by the
Corporation's Board of Directors, involving any of the following: (a) dealing
with persons buying, selling, proposing to buy or sell, or otherwise holding any
securities issued by the Corporation, (b) dealing with securities analysts or
any other security industry professionals with respect to securities issued by
the Corporation, or (c) signing any statements certifying to the public, to the
Securities Exchange Commission, or to any securities exchange, the Corporation's
financial statements or any other reports of the Corporation. The determination
as to whether an officer or former officer of the Corporation is entitled to
indemnification under this provision shall be made by the Corporation's Board of
Directors, in its sole discretion.