**BY-LAWS
      OF**





**COACHMEN
      INDUSTRIES, INC.**


(as
      modified through August 6, 2007)





ARTICLE
      I





OFFICES





Principal
      Offices.  The principal office of the Corporation shall be in the
      City of Elkhart, Indiana, and the Corporation may have such other offices,
      either within or without the State of Indiana, as it may require from
      time-to-time.





ARTICLE
      II





SHAREHOLDERS





Section
      2.1 -  Place of
      Meetings.  All meetings of the shareholders for the election of
      Directors shall be held at the offices of the Corporation in the County of
      Elkhart, State of Indiana, or elsewhere as the Board of Directors may
      designate.  Meetings of shareholders for any purpose may be held at
      such place as shall be stated in the notice of the meeting, or in a duly
      executed waiver of notice thereof.





Section
      2.2 -  Annual
      Meetings.  An annual meeting of the shareholders, commencing with
      the year 1983, shall be held at a time and place to be determined by the
      Chairman on the fifth (5th) Thursday
      after
      the end of the first quarter, but if a legal holiday, then on the next secular
      day following, or at such other time as the Board of Directors shall determine,
      at which they shall vote on any Directors standing for election and transact
      such other business as may properly be brought before such meeting.





Section
      2.3 - Special
      Meetings.  Special meetings of the shareholders may be called by
      the Chairman, or by a majority of the Board of Directors.





Section
      2.4 - Shareholders
      Suits. As a condition precedent to any shareholder in a representative
      capacity bringing any action or suit against the Corporation or its directors
      or
      officers, or any of them or any combination thereof (in their respective
      capacities), including but not limited to allegations of securities
      irregularities or fraud, the shareholder must enter into a written agreement
      with the Corporation providing that the prevailing party(ies) shall be
      reimbursed by the adverse party(ies) for its/his/their reasonable attorney’s
      fees, court costs and other expenses of litigation incurred in connection with
      the action or suit.





Section
      2.5 – Notice of Meetings. Written or printed notice stating the place,
      day, and hour of the meeting of shareholders, and in case of a special meeting,
      the purpose or purposes for which the meeting is called shall be delivered
      not
      less than ten (10) days nor more than sixty (60) days before the meeting, either
      personally or by mail, by or at the direction of the Chairman, the President,
      or
      the Secretary, or the officer or persons calling the meeting, to each
      shareholder of record entitled to vote at such meeting.  If mailed,
      such notice shall be deemed to be delivered when deposited in the United States
      mail, addressed to the shareholder at his address as it appears on the records
      of the Corporation, with postage thereon prepaid.  No business may be
      transacted at a special meeting other than that described in the notice
      thereof.





Section
      2.6 - Shareholders Entitled
      to Vote.  The Board of Directors may fix a date as the record date
      in order to determine the shareholders entitled to notice of a shareholders
      meeting, to demand a special meeting, to vote, or to take any other action,
      such
      date in any case to be not more than seventy (70) days before the meeting or
      action requiring a determination of shareholders.





Section
      2.7 - Voting
      Lists.  The officer or agent who has charge of the transfer books
      for shares of the Corporation shall make, at least five (5) business days before
      each meeting of shareholders, a complete list of the shareholders entitled
      to
      vote at such meeting, arranged in alphabetical order, with the address of and
      the number of shares held by each, which list, for a period beginning five
      (5)
      business days prior to such meeting and continuing through the meeting, shall
      be
      kept on file at the principal office of the Corporation and shall be subject
      to
      inspection of any shareholder in accordance with applicable law during the
      whole
      time of the meeting.  The original share ledger or transfer book, or a
      duplicate thereof kept in this state shall be prima facie evidence as to who
      are
      the shareholders entitled to examine such list or share ledger or transfer
      books
      or to vote at any meeting of shareholders.  Failure to comply with the
      requirements of this Section 2.7 shall not affect the validity of any action
      taken at a shareholders’ meeting.





Section
      2.8 -
Quorum.  A majority of the outstanding shares of the
      Corporation entitled to vote at any meeting, represented in person or by proxy,
      shall constitute a quorum at any meeting of shareholders, provided that if
      less
      than such quorum is present, the meeting may be adjourned, in accordance with
      Section 2.10 of this Article, until a quorum is present.





Section
      2.9 - Manner of
      Acting.  Every decision (other than the election of Directors)
      with respect to which the votes cast in favor exceed the votes cast in
      opposition shall be approved as a corporate act unless a larger affirmative
      vote
      is required by applicable statute or regulation, the Articles of Incorporation
      of the Corporation, the Rules of the New York Stock Exchange, these by-laws,
      or
      the Board of Directors.  Directors are elected by a plurality of the
      votes cast by shares entitled to vote in the election at a meeting at which
      a
      quorum is present, unless otherwise provided in the Articles of Incorporation
      of
      the Corporation.





Section
      2.10
      -  Adjournment.  If an annual or special
      shareholders’ meeting is adjourned to a different date, time, or place, notice
      thereof need not be given if the new time, date, or place is announced at the
      meeting before the adjournment.  A new record date need not be set if
      the adjournment is within one hundred twenty (120) days of the original meeting
      date.





Section
      2.11 –
Proxies.  At all meetings of shareholders, a shareholder may
      vote either in person or by proxy executed in writing by the shareholder or
      by
      his duly authorized attorney in fact.  Such proxy shall be filed with
      the meeting.  No proxy shall be valid after eleven (11) months from
      the date of its execution, unless otherwise provided in the proxy.





Section
      2.12 – Voting of
      Shares.  At every such meeting, each shareholder shall be entitled
      to cast one vote in person or proxy for each voting share of stock held in
      his
      name upon each matter submitted to vote.





Shares
      of its own stock belonging to
      this Corporation shall not be voted, directly or indirectly, at any meeting
      and
      shall not be counted in determining the total number of outstanding shares
      at
      any given time, but shares of its own stock held by it in a fiduciary capacity
      may be voted and shall be counted in determining the total number of outstanding
      shares at any given time.





Section
      2.13 – Voting of Shares by
      Certain Holders.  Shares standing in the name of another
      corporation, domestic or foreign, may be voted by such officer, agent or proxy
      as the Board of Directors of such corporation may appoint or as the by-laws
      of
      such corporation may prescribe.





Shares
      standing in the name of a
      deceased person, a minor ward, or an incompetent person may be voted by his
      administrator, executor, court appointed guardian or conservator, either in
      person or by proxy without a transfer of such shares into the name of such
      administrator, executor, court appointed guardian or
      conservator.  Shares standing in the name of a trustee may be voted by
      him, either in person or by proxy.





Shares
      standing in the name of a
      receiver or trustee in bankruptcy may be voted by such receiver or trustee
      in
      bankruptcy, and shares held by or under the control of a receiver or trustee
      in
      bankruptcy may be voted by such receiver or trustee in bankruptcy without the
      transfer thereof into his name if authority so to do be contained in an
      appropriate order of the court by which such receiver or trustee in bankruptcy
      was appointed.





A
      shareholder whose shares are pledged
      shall be entitled to vote such shares until the shares have been transferred
      into the name of the pledgee, and thereafter the pledgee shall be entitled
      to
      vote shares so transferred.





Section
      2.14 – Voting by
      Ballot.  Voting on any question may be *viva voce* unless
      the presiding officer shall order that voting be by written ballot, and except
      that voting in elections shall be by written ballot, if a shareholder entitled
      to vote at that election so requests.




Section
      2.15 – Notice of Director Nominations and Shareholder
      Proposals





(a)
            Nominations
                for the election of Directors may be made by the Board of Directors
                or by
                any stockholder holding five percent (5%) or more of the outstanding
                shares entitled to vote for the election of Directors. Nominations
                by
                stockholders shall be made by notice in writing, either delivered
                to the
                Secretary of the Corporation, or mailed to the Secretary of the
                Corporation by first-class United States mail, postage prepaid, and
                in
                either case received by the Secretary of the Corporation not less
                than
                ninety (90) days prior to the month and day of the anniversary of
                the last
                meeting of the stockholders called for the election of
                Directors.  Notice of nominations which are proposed by the
                Board of Directors shall be given to the Secretary by the Chairman
                on
                behalf of the Board, by any reasonable means before the mailing of
                the
                proxy statement.





(b)
            Each
                notice under subsection (a) must contain the name and number of shares
                beneficially held by the nominating stockholder, a clear and unequivocal
                statement of nomination, and certain information about each proposed
                nominee, including his/her name, age, business and residence addresses,
                principal occupation, the number of shares of Common Stock beneficially
                he/she owns, and such other information as is required under procedures
                adopted for nominations by the Governance Committee, and as is required
                to
                be included in a proxy statement soliciting proxies for the election
                of
                such proposed nominee.





(c)
            Stockholders
                wishing to bring a proposal before a meeting of stockholders, whether
                or
                not it is to be included in a proxy statement, must submit it to
                the
                Secretary of the Corporation in writing, either delivered to the
                Secretary
                of the Corporation or mailed to the Secretary of the Corporation
                by first
                class United States mail, postage prepaid, and in either case received
                by
                the Secretary of the Corporation not less than sixty (60) days prior
                to
                the month and day of the anniversary of the mailing of the prior
                year’s
                proxy statement, together with identification and address of the
                proposing
                stockholder and such other information as would be required to determine
                the appropriateness of including the proposal in a proxy
                statement.  The Secretary, in conjunction with the Chairman and
                such professional advisors as they deem necessary, shall determine
                whether
                and in what form to include the stockholder proposal in proxy
                materials.




(d)
            If
                the Chairman of the meeting of stockholders determines that
                a nomination or a proposal was not made in accordance with
                the foregoing procedures, such nomination is void and such proposal
                shall not be submitted for consideration at the
                meeting.




ARTICLE
      III





DIRECTORS





Section
      3.1 – General
      Powers.  The business and affairs of the Corporation shall be
      managed under the direction of its Board of Directors.





Section
      3.2 – Number, Tenure, and
      Qualifications. The number of Directors of the Corporation shall be not less
      than six (6) nor more than twelve (12), the exact number of Directors to be
      determined from time-to-time by resolution of the Board of Directors.**The term for each
      Director shall be three (3) years, staggered so that the terms of approximately
      one third (1/3rd) of the Directors expire each year, except a shorter term
      may
      be authorized by a unanimous resolution of the Board of Directors in special
      circumstances.**Each
      Director shall hold
      office until his term shall expire and his successor shall have been elected
      and
      qualified. Directors need not be residents of Indiana or shareholders of the
      Corporation, except as the Directors may direct by resolution from time to
      time.  No person shall be eligible for election of the Board of
      Directors who will have attained the full age of seventy-five (75) years prior
      to the beginning of the term for which said person is to serve as a Director,
      except pursuant to a unanimous resolution of the Board of Directors authorizing
      continued service for a limited period of time in special
      circumstances.





Directors
      may
      be removed with or without cause by action of a majority of the Directors acting
      at a meeting when the removal of a Director is included in the notice of the
      meeting as a purpose of the meeting. A Director may also be removed by the
      shareholders in any manner provided by statute.




Section
      3.3 –
Committees.    The Board of Directors, by resolution
      adopted by a majority of Directors, may create one or more committees and
      appoint members of the Board to serve on the committee or
      committees.  Each committee shall have one or more members, who serve
      at the pleasure of the Board.





The
      Board of Directors shall have three
      (3) standing committees: the Governance Committee, the Management Development
      & Compensation Committee, and the Audit Committee. Membership on these
      standing committees shall be limited to Independent Directors, and the authority
      and duties of these standing committees shall be determined according to
      charters for each of them adopted by the Board of Directors, all in accordance
      with  applicable statutes and regulations, the Rules of the New York
      Stock Exchange and the Corporation’s Governance Guidelines. To the extent
      specified by the Board of Directors or in the Articles of Incorporation or
      these
      by-laws, each other committee may exercise the authority of the Board of
      Directors under the Indiana Business Corporation Law, provided, however, no
      committee may: (1) authorize distributions, except a committee may authorize
      or
      approve a reacquisition of shares if done according to a formula or method
      prescribed by the Board of Directors; (2) approve or propose to shareholders
      action that requires shareholders’ approval under the Indiana Business
      Corporation Law; (3) fill vacancies on the Board of Directors or on any of
      its
      committees; (4) amend the Articles of Incorporation of this Corporation; (5)
      adopt, amend, or repeal these by-laws; or (6) approve a plan of merger not
      requiring shareholder approval.





Section
      3.4 – Regular
      Meetings.  A regular meeting of the Board of Directors shall be
      held without other notice than this by-law, immediately after, and at the same
      general location as the annual meeting of shareholders.  If such
      meeting is not held as above provided, the election of officers may be held
      at
      any subsequent meeting of the Board of Directors specifically called in the
      manner hereinafter provided.  The Board of Directors may provide, by
      resolution, the time and place, either within or without the State of Indiana,
      for the holding of additional regular meetings without other notice than such
      resolution.





Section
      3.5 – Special
      Meetings.  Special meetings of the Board of Directors may be
      called by or at the request of the Chairman or any three Directors, or as
      otherwise provided in these by-laws.  The person or persons authorized
      to call special meetings of the Board of Directors may fix any place, either
      within or without the State of Indiana, as the place for holding any special
      meeting of the Board of Directors called by them.





Section
      3.6 –
Notice  Notice of any special meeting of Directors shall be
      given to be effective at least three (3) days****prior to the
      meeting.  Notice shall include the date, time and place of the
      meeting. .  Neither the business to be transacted at, nor the purpose
      of any regular or special meeting of the Board of Directors need be specified
      in
      the notice or waiver of notice of such meeting, except as otherwise specifically
      provided in these By-laws, the Articles of Incorporation or by applicable
      statute or regulation. Written notice of any special meeting of Directors shall
      be given as follows: by mail (which includes U.S. mail and private carrier
      service); or, by electronic mail or facsimile to an address or number provided
      by the Director(s) for such purposes; or, by personal delivery, telegram,
      teletype or other form of wire or wireless communication; in all cases, to
      each
      Director at his/her business address, or, in the event delivery  is to
      be made on a Saturday, Sunday, or legal holiday, then to the resident address
      of
      each Director.  Written notice is effective at the earliest of the
      following:  when received; five (5) days after the date of regular
      mailing, as evidenced by the postmark if correctly addressed to the address
      listed in the most current records of the corporation; or, on the date shown
      on
      the return receipt of a mailing or private carrier receipt, if the receipt
      is
      signed by or on behalf of the addressee.  If sent by electronic mail
      or facsimile,  such notice will be presumed and determined to be
      delivered when the electronic records indicate that a good transmission was
      made
      unless proven otherwise. For purposes of dealing with an emergency situation,
      as
      conclusively determined by the Director(s)  calling the meeting,
      notice may be given in person, orally or by  any means that reasonably
      may be expected to provide notice under the circumstances, not less than two
      (2)
      hours prior to the meeting.  If the Secretary  fails or
      refuses to give such notice, then the notice may be given by
      the  Director(s) calling the meeting.  Any Director may
      waive notice of any meeting.  The attendance of a Director at any
      meeting shall constitute a waiver of notice of such meeting, except where a
      Director attends and announces that  the express purpose of his/her
      attendance  at the beginning of the meeting is to object to the
      holding of the meeting or  the transaction of any business because the
      meeting is not lawfully called or convened, and provided that such Director
      does
      not thereafter participate in any way, vote for or assent or
      dissent  to or on the record abstain from voting on any action taken
      at the meeting.




Section
      3.7 – Quorum.  A majority of the number of Directors fixed
      under these by-laws shall constitute a quorum for the transaction of business
      at
      any meeting of the Board of Directors, provided that if less than a majority
      is
      present, the majority of such Directors present may adjourn the meeting from
      time-to-time until a majority of the Board of Directors is present, without
      further notice.





Section
      3.8 – Manner of
      Acting.  The act of the majority of the Directors present at a
      meeting at which a quorum is present shall be the act of the Board of Directors.
      A Chairman shall be chosen from the Board of Directors. The Chairman shall
      preside at all meetings of the shareholders and of the Board of Directors,
      and
      in general shall perform all duties incident to the office of the Chairman
      of
      the Board and such other duties as from time-to-time may be assigned to him/her
      by the Board of Directors. If the Chairman is not independent, an independent
      Director shall be elected by the independent Directors as the Lead Director.
      The
      Lead Director shall have authority to call and shall preside at all meetings
      of
      the independent and non-management Directors, and shall serve as the
      spokesperson for the independent Directors to the Chief Executive Officer and
      to
      the Chairman.





Section
      3.9 –
Vacancies.  Any vacancy occurring in the Board of Directors,
      and any Directorship to be filled by reason of an increase in the number of
      Directors, may be filled by the remaining Directors, though less than a quorum,
      at a regular or special meeting thereof.





Section
      3.10 –
Compensation.  By resolution of the Board of Directors,
      irrespective of any personal interest of any of the members, the Directors
      may
      be  compensated for their services to the Corporation in any
      reasonable manner, including but not limited to payment of their expenses,
      if
      any, of attendance at each meeting of the Board, or any duly organized committee
      of the Board of which they are members, and/or payment of a fixed sum for
      attendance at such  meeting(s) , and/or payment of a stated periodic
      amount for serving on the Board and/or any committee
      thereof.    Alternatively or additionally, the Directors may
      be paid either by issuance of a fixed number of shares of the Corporation,
      or
      payment of the fixed sums may be made by issuance of shares of the Corporation
      of an equivalent value as the amount due, as determined by the
      Board.  Such payment shall not alone preclude any Director from
      serving the Corporation in any other capacity and receiving compensation
      therefor, subject to applicable law and the policies of the
      Company.





Section
      3.11 – Presumption of
      Assent.  A Director of the Corporation who is present at a meeting
      of the Board of Directors, at which action on any corporate matter is taken,
      shall be conclusively presumed to have assented to the action taken, unless
      his
      dissent shall be entered in the minutes of the meeting, or unless he shall
      file
      his written dissent to such action with the person acting as the secretary
      of
      the meeting before the adjournment thereof, or shall forward such dissent by
      registered mail to the Secretary of the Corporation immediately after the
      adjournment of the meeting.  Such right to dissent shall not apply to
      a Director who voted in favor of such action taken.





Section
      3.12 – Informal Action by
      Directors.  Any action required to be taken at a meeting of the
      Board of Directors, or any other action which may be taken at a meeting of
      the
      Board of Directors, or any duly organized committee thereof acting within the
      scope of its delegated authority,  may be taken without a meeting if a
      consent in writing, setting forth the action so taken, shall be signed by all
      of
      the Directors entitled to vote with respect to the subject matter thereof or
      by
      all the members of such committee, as the case may be, and such consent is
      included in the minutes or filed with the corporate records reflecting the
      action taken.





ARTICLE
      IV





OFFICERS





Section
      4.1 –
Number.  The officers of the Corporation shall
      include  a Chief Executive Officer,, a President, a Treasurer, and a
      Secretary, all of whom shall be elected by the Board of Directors.





The
      Board
      of Directors may appoint such other officers as they deem necessary which may
      include various levels of Vice Presidents, a Controller, a Chief Financial
      Officer, a General Counsel, and others who shall have such authority and shall
      perform such duties as from time to time may be prescribed by the Board of
      Directors. Any two or more offices may be held by the same person.





The
      officers of the Corporation shall have such powers and authority in the control
      and management of the property and business of the Corporation as is usual
      and
      proper in the case of, and incident to, such corporate offices, except insofar
      as such power and authority is limited by these by-laws or by resolution of
      the
      Board of Directors. Officers shall report as designated by the Board of
      Directors or by these by-laws, or if there is no such designation, then as
      designated by the Chief Executive Officer.





Section
      4.2 – Election and Term of
      Office.  The officers of the Corporation shall be elected
      annually, by the Board of Directors, at the first meeting of the Board of
      Directors held after each annual meeting of shareholders.  If the
      election of officers shall not be held at such meeting, such election shall
      be
      held as soon thereafter as conveniently may be.  Vacancies may be
      filled, or new offices filled, at any meeting of the Board of
      Directors.  Each officer shall hold office until his successor shall
      have been duly elected and shall have qualified, or until his death, or until
      he
      shall resign or shall have been removed in the manner hereinafter
      provided.





Section
      4.3 –
Removal.  Any officer or agent of the Corporation may be
      removed at any time by the Chairman, theChief Executive Officer, or by the
      Board
      of Directors whenever, in his/her/its judgment, the best interests of the
      Corporation would be served thereby, but such removal shall be without prejudice
      to the contract rights, if any, of the person so removed; and, any such removal
      by the Chairman or Chief Executive Officer shall be subject to ratification
      by
      the Board of Directors, provided that such ratification shall be effective
      retroactive in effect to the date of removal.




Section
      4.4 –
Vacancies.  A vacancy in any office because of death,
      resignation, retirement, removal, disqualification or otherwise, may be filled
      by the Board of Directors, or to the extent permitted by applicable law, by
      the
      Chief Executive Officer, subject to ratification at the next regular meeting
      of
      the Board of Directors, in either case for the unexpired portion of the
      term.





Section
      4.5 –
Bonds.  If the Board of Directors by resolution shall so
      require, any officer or agent of the Corporation shall give bond to the
      Corporation in such amount and with such surety as the Board of Directors may
      deem sufficient, conditioned upon the faithful performance of their respective
      duties and offices.





Section
      4.6 – Chief Executive
      Officer -The Chief Executive Officer shall have executive authority to see
      that all orders and resolutions of the Board of Directors are carried into
      effect and, subject to the control vested in the Board of Directors by statute,
      by the Articles of Incorporation or by these by-laws, shall administer and
      be
      responsible for the overall management of the business and affairs of the
      Corporation.  He/she may sign with the Secretary, or any other proper
      officer of the Corporation thereunto authorized by the Board of Directors,
      any
      deeds, mortgages, bonds, contracts, or other instruments which the Board of
      Directors has authorized to be executed, except in cases where the signing
      and
      execution thereof shall be expressly delegated by the Board of Directors, or
      by
      these by-laws, to some other officer or agent of the Corporation, or shall
      be
      required by law to be otherwise signed or executed and, in general, shall
      perform all duties as may be prescribed by the Board of Directors from
      time-to-time.





Section
      4.7 –
President.  The President shall be chosen by the Board of
      Directors, , and shall be directly in charge of all of the Corporation’s
      operations.   He may sign with the Secretary, or any other proper
      officer of the Corporation thereunto authorized by the Board of Directors,
      any
      deeds, mortgages, bonds, contracts, or other instruments which the Board of
      Directors has authorized to be executed, except in cases where the signing
      and
      execution thereof shall be expressly delegated by the Board of Directors, or
      by
      these by-laws, to some other officer or agent of the Corporation, or shall
      be
      required by law to be otherwise signed or executed and, in general, shall
      perform all duties as may be prescribed by the Board of Directors from
      time-to-time.





Section
      4.8 – Vice Presidents and
      Other Officers.  Vice Presidents and other Officers shall have
      such authority within an appointed area as determined by the Board of Directors,
      and shall perform such other duties as from time to time may be assigned to
      them
      by the Chief Executive Officer, President, or the Board of Directors. The Chief
      Financial Officer shall be the Officer of the Corporation who is primarily
      responsible for and whose duties shall be the financial reporting and management
      of the finances of the Corporation. The General Counsel shall be an Officer
      of
      the Corporation, whose primary duties shall be to provide legal advice to the
      Corporation. The General Counsel may also serve in other officer capacities,
      and
      action taken by the General Counsel in such capacities shall not be considered
      legal advice by reason of his or her dual capacity. The act of settlement or
      failure to settle litigation brought against the Corporation or any of its
      subsidiaries is not the rendering of legal advice.





Section
      4.9 –
Treasurer.  If required by the Board of Directors, 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 of Directors shall
      determine.  He shall: (a) have charge and custody of and be
      responsible for all funds and securities of the Corporation; receive and give
      receipts for moneys due and payable to the Corporation from any source
      whatsoever, and deposit all such moneys in the name of the Corporation in such
      banks, trust companies or other depositaries as shall be selected in accordance
      with the provisions of Article V of these by-laws; (b) 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 Chief Executive
      Officer,  the Chief Financial Officer, or  the Board of
      Directors.





Section
      4.10 –
Secretary.  The Secretary shall: (a) keep the minutes of the
      shareholders and Board of Directors’ meetings in one or more books provided for
      that purpose; (b) see that all notices are duly given in accordance with the
      provisions of these by-laws or as required by law; (c) be custodian of the
      Corporate records and of the seal of the Corporation and see that the seal
      of
      the Corporation is affixed to all documents, the execution of which on behalf
      of
      the Corporation under its seal is duly authorized in accordance with the
      provisions of these by-laws; (d) keep a register of the post office address
      of
      each shareholder; (e) have general charge of the share transfer books of the
      Corporation; (f) 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 Chief Executive Officer, or by the Board of Directors. The
      Secretary may sign any document on behalf of the Corporation, subject to
      Articles V and VI.





Section
      4.11 – Assistant Treasurers
      and Assistant Secretaries.  The Assistant Treasurers shall,
      respectively, if required by the Board of Directors, give bonds for the faithful
      discharge of their duties in such sums and with such sureties as the Board
      of
      Directors shall determine.  The Assistant Treasurers and Assistant
      Secretaries, in general, shall perform such duties as shall be assigned to
      them
      by the Treasurer or the Secretary, respectively, or by, the Chief Executive
      Officer, or the Board of Directors.





Section
      4.12 – Compensation.  The compensation of the officers shall be
      fixed from time-to-time by the Board of Directors and no officer shall be
      prevented from receiving such compensation by reason of the fact that he is
      also
      a Director of the Corporation.





Section
      4.13 – Succession.  The Board of Directors by resolution shall
      from time to time establish emergency succession procedures and authority in
      case of the unexplained absence of, or inability to reach, the Chairman, the
      Chief Executive Officer, and/or the President  for a period of
      forty-eight (48) hours, or in the event of the inability of any of them to
      act,
      or the refusal by any of them to act in accordance with the law or the
      directives of the Board of Directors. In the absence of such a resolution in
      such an event:





(a)
      with
      respect to the President, the Chief Executive Officer or any other officer
      whom
      the Chief Executive Officer shall designate shall perform the duties of the
      President;





(b)
      with
      respect to the Chief Executive Officer, the President shall perform the duties
      of the Chief Executive Officer;




(c)
      in
      case of such an unexplained absence or inability to reach both the Chief
      Executive Officer and the President, or such an inability or refusal to act
      by
      both the Chief Executive Officer and the President, then the Chairman shall
      perform the duties of both the Chief Executive Officer and the President; and,
      if the Chairman is unable to so perform, then the most senior Executive Vice
      President shall temporarily perform the duties of the Chief Executive Officer
      and President until action by the Board of Directors.




(d)
      with
      respect to the Chairman, the Chief Executive Officer shall perform the duties
      of
      the Chairman if the offices are held by two individuals. In the event the
      offices of Chairman and Chief Executive Officer are unitary, then the President
      shall perform the duties of the Chief Executive Officer, and the Lead Director
      shall perform the duties of the Chairman.





The
      Chairman, or the Lead Director in his or her stead,  shall call a
      Special Meeting of the Board of Directors within seven (7) days of such an
      event, for the express purpose of filling any vacancies and appointing new
      officers, as appropriate, unless the Chief Executive Officer, President or
      the
      Chairman, respectively,  resumes his or her duties in the
      interim.




ARTICLE
      V





CONTRACTS,
      LOANS, CHECKS, AND DEPOSITS





Section
      5.1 –
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. In the absence of any such
      applicable authorization, any two (2) of the Chief Executive Officer, the
      President, the Chief Financial Officer and the Secretary shall have the
      authority to sign any contract or deed in the name of, and on behalf of, the
      Corporation.





Section
      5.2 –
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 authority
      may be general or confined to specific instances.





Section
      5.3 – Checks, Drafts,
      Etc.  All checks, drafts, or other order 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
      5.4 –
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 depositaries as the Board of Directors may
      select.





ARTICLE
      VI





SHARES,
      CERTIFICATES FOR SHARES, AND TRANSFER OF SHARES





Section
      6.1 –
Regulation.  The Board of Directors may make such rules and
      regulations as it may deem expedient concerning the issuance, transfer, and
      registration of certificates for shares of the Corporation, including the
      appointment of transfer agents and registrars.





Section
      6.2 –
Shares.  Shares may be certificated or uncertificated as
      specifically provided in this Section.





(a)  Except
      as specifically provide in this Section, all shares shall be represented by
      a
      certificate.  Certificates representing shares of the Corporation
      shall be respectively numbered serially, with due consideration for any
      uncertificated shares, for each class of shares, or series thereof, as they
      are
      issued, may be impressed with the Corporate seal, or a facsimile thereof, and
      shall be signed by the Chairman, Chief Executive Officer, or President, and
      by
      the Treasurer or an Assistant Treasurer or the Secretary or an Assistant
      Secretary, provided that such signatures may be facsimile if the certificate
      is
      counter signed by a transfer agent, or registered by a registrar other than
      the
      Corporation itself or its employee.  Each certificate shall state the
      name of the Corporation, the fact that the Corporation is organized or
      incorporated under the laws of the State of Indiana, the name of the person
      to
      whom issued, the date of issue, the class (or series of any class), the number
      of shares thereby or a statement that such shares are without par
      value.  If the Articles of Incorporation of the Corporation authorize
      the issuance of more than one class of shares, a statement of the designations,
      preferences, qualifications, limitations, restrictions and special or relative
      rights of the shares of each class shall be set forth in full or summarized
      on
      the face or back of the certificates which the Corporation shall issue or in
      lieu thereof, the certificate may set forth that such a statement or summary
      will be furnished to any shareholder upon request without
      charge.  Each certificate shall be otherwise in such form as may be
      prescribed by the Board of Directors and as shall conform to the rules of any
      stock exchange on which the shares may be listed.





The
      Corporation shall not issue certificates representing fractional shares and
      shall not be obligated to make any transfers creating a fractional interest
      in a
      share of stock.  The Corporation may, but shall not be obligated to,
      issue script in lieu of any fractional shares, such scrip to have terms and
      conditions specified by the Board of Directors.





(b)
      Uncertificated, Book-entry Shares.  Uncertificated, book-entry shares
      shall be permitted only through the Direct Registration System (“DRS”) approved
      by the Securities Exchange Commission.  All registered shareholders
      owning uncertificated, book-entry shares through the DRS shall have the same
      rights as if they held certificated shares.





Section
      6.3 – Cancellation of
      Certificates.  All certificates surrendered to the Corporation for
      transfer shall be cancelled and no new certificates shall be issued in lieu
      thereof until the former certificate for a like number of shares shall have
      been
      surrendered and cancelled, except as herein provided with respect to lost,
      stolen, or destroyed certificates.




Section
      6.4 – Lost, Stolen, or
      Destroyed Certificates.  Any shareholder claiming that his
      certificate for shares is lost, stolen, or destroyed may make an affidavit
      or
      affirmation of that fact and lodge the same with the Secretary of the
      Corporation, accompanied by a signed application for a new
      certificate.  Thereupon, and upon the giving of a satisfactory bond of
      indemnity to the Corporation not exceeding in amount double the value of the
      shares represented by such certificate, such value to be determined by the
      Chairman and Treasurer of the Corporation, a new certificate may be issued
      of
      the same tenor and representing the same number, class, and series of shares
      as
      were represented by the certificate alleged to be lost, stolen, or
      destroyed.





Section
      6.5 – Transfer of
      Shares.  Shares of the Corporation shall be transferable on the
      books of the Corporation by the holder thereof in person or by his duly
      authorized attorney, upon the surrender and cancellation of a certificate or
      certificates for a like number of shares.  Upon presentation and
      surrender of a certificate for shares properly endorsed and payment of all
      taxes
      therefor, the transferee shall be entitled to a new certificate or certificates
      in lieu thereof.  As against the Corporation, a transfer of shares can
      be made only on the books of the Corporation and in the manner hereinabove
      provided, and the Corporation shall be entitled to treat the holder of record
      of
      any share as the owner thereof and shall not be bound to recognize any equitable
      or other claim to or interest in such share on the part of any other person,
      whether or not it shall have express or other notice thereof, save as expressly
      provided by the statutes of the State of Indiana.





ARTICLE
      VII





FISCAL
      YEAR





The
      fiscal year of the Corporation
      shall end of the last day of December in each calendar year.





ARTICLE
      VIII





DIVIDENDS





The
      Board of Directors may from
      time-to-time fix a record date, declaration date, and payment date with respect
      to any share dividend or distribution to shareholders in the manner and upon
      the
      terms and conditions provided by law and its Articles of
      Incorporation.





ARTICLE
      IX





SEAL





The
      Board of Directors shall provide a
      Corporate seal which shall be in the form of a circle and shall have inscribed
      thereon the name of the Corporation and the words “Corporate Seal,
      Indiana.”





ARTICLE
      X





WAIVER
      OF
      NOTICE





Whenever
      any notice is required to be
      given under the provisions of these by-laws or under the provisions of the
      Articles of Incorporation or under the provisions of the Indiana Business
      Corporation Law, or otherwise, a waiver thereof in writing, signed by the person
      or persons entitled to such notice, whether before or after the time stated
      therein, shall be deemed equivalent to the giving of such
      notice.  Attendance at any meeting, in person, or by proxy shall
      constitute a waiver of notice of such meeting, unless the person or persons
      entitled to such notice at the beginning of the meeting objects to holding
      the
      meeting.





ARTICLE
      XI





INDEMNIFICATION





Section
      11.1 –
General.  The Corporation shall, to the fullest extent to which
      it is empowered to do so by the Indiana Business Corporation Law, or any other
      applicable laws, as from time-to-time in effect, indemnify any Indemnified
      Officer who was or is a party, or is threatened to be made a party, to any
      threatened, pending, or completed action, suit, or proceeding, whether civil,
      criminal administrative, or investigative, and whether formal or informal,
      by
      reason of the fact that he is or was a Director, officer, employee, or agent
      of
      the Corporation, or who, while serving as such Director, officer, employee,
      or
      agent of the Corporation, is or was serving at the request of the Corporation
      as
      a Director, officer, partner, trustee, employee or agent of another corporation,
      partnership, joint venture, trust, employee benefit plan, or other enterprise,
      whether for profit or not, against judgments, settlements, penalties and fines
      (including excise taxes assessed with respect to employee benefit plans) and
      reasonable expenses (including counsel fees) incurred by him in accordance
      with
      such action, suit or proceeding, if he acted in good faith and in a manner
      he
      reasonably believed, in the case of conduct in his official capacity, was in
      the
      best interests of the Corporation, and in all other cases, was not opposed
      to
      the best interests of the Corporation, and, with respect to any criminal action
      or proceeding, he either had reasonable cause to believe his conduct was lawful
      or no reasonable cause to believe his conduct was unlawful.  For these
      purposes, the giving of legal advice regarding matters pertaining to the
      Corporation by the General Counsel to the Corporation, a Director, or any
      member  of management shall be deemed serving as an
      officer.




Any
      other
      person may be so indemnified if it is determined by the Board of Directors
      by a
      majority vote of a quorum none of whom were at the time parties to such action
      that such indemnification is in the interest of the Corporation, subject to
      the
      provisions of this Article.





The
      termination of any action, suit or proceeding by judgment, order, settlement
      or
      conviction, or upon a plea of nolo contendere or its equivalent, shall not,
      of
      itself, create a presumption that the person did not meet the prescribed
      standard of conduct.





Section
      11.2 – Authorization of
      Indemnification.  To the extent that an Indemnified Officer of the
      Corporation has been successful, on the merits or otherwise in the defense
      of
      any action, suit or proceeding referred to in Section 11.1 of this Article,
      or
      in the defense of any claim, issue or matter therein, the Corporation shall
      indemnify such person against reasonable expenses (including counsel fees)
      incurred by such person in connection therewith.  Any other
      indemnification under Section 11.1 of this Article (unless ordered by a court)
      shall be made by the Corporation only as indemnification of the person to be
      indemnified is permissible in the circumstances because he has met the
      applicable standard of conduct, and as authorized as provided
      below.





Determination
      as to whether indemnification is permissible shall be made (a) by the Board
      of
      Directors by a majority vote of a quorum none of whom were  at the
      time parties to such action, suit or proceeding; or (2) if a quorum cannot
      be
      obtained under subdivision (1) by majority vote of a committee duly designated
      by the Board of Directors (in which designation Directors who are parties may
      participate), consisting solely of two or more Directors not at the time parties
      to such action, suit, or proceeding; or (3) by special legal counsel: (A)
      selected by the Board of Directors or its committee in the manner prescribed
      in
      subdivision (1) or (2), or (B) if a quorum of the Board of Directors cannot
      be
      obtained under subdivision (1) and a committee cannot be designated under
      subdivision (2), selected by majority vote of the full Board of Directors;
      or
      (4) by the shareholders, but shares owned by or voted under the control of
      Directors who are at the time parties to such action, suit or proceeding may
      not
      be voted on the determination.





Authorization
      of indemnification, the
      extent of indemnification and evaluation as to reasonableness of expenses shall
      be made in the same manner as the determination that indemnification is
      permissible, except that if the determination is made by special legal counsel,
      authorization of indemnification and evaluation as to reasonableness of expenses
      shall be made by those entitled under sub-section (3) to select
      counsel.





Section
      11.3 – Good Faith
      Defined. For purposes of any determination under this Article XI, a person
      shall be deemed to have acted in good faith and to have otherwise met the
      applicable standard of conduct set forth in Section 11.1 if his action is based
      on information, opinions, reports, or statements, including financial statements
      and other financial data if prepared or presented by (1) one or more other
      Directors, officers or employees of the Corporation or another enterprise whom
      he reasonably believes to be reliable and competent in the matters presented;
      (2) legal counsel, public accountants, appraisers or other persons as to matters
      he reasonably believes are within the person’s professional or expert
      competence; or (3) a committee of the Board of Directors of the Corporation
      or
      another enterprise of which the person is not a member if he reasonably believes
      the committee merits confidence.  The term “another enterprise” as
      used in this Section 11.3 shall mean any other corporation or any partnership,
      joint venture, trust, employee benefit plan or other enterprise of which such
      a
      person is or was serving at the request of the Corporation as a Director,
      officer, partner, trustee, employee, or agent.  The provisions of this
      Section 11.3 shall not be deemed to be exclusive or to limit in any way the
      circumstances in which a person may be deemed to have met the applicable
      standards of conduct set forth in Section 11.1 of this Article XI.





Section
      11.4 – Payment of Expenses
      in Advance.  Reasonable expenses incurred in connection with any
      civil or criminal action, suit or proceeding may be paid for or reimbursed
      by
      the Corporation in advance of the final disposition of such action, suit, or
      proceeding, as authorized in the specific case in the same manner described
      in
      Section 11.2 of this Article, upon receipt of a written affirmation of the
      person to be indemnified’s good faith belief that he has met the standard of
      conduct described in Section 11.1 of this Article and upon receipt of a written
      undertaking by or on behalf of the  said person to repay such amount
      if it shall ultimately be determined that he did not meet the standard of
      conduct set forth in this Article XI, and a determination is made that the
      facts
      then known to those making the determination would not preclude indemnification
      under this Article XI.





Section
      11.5 – Provisions Not
      Exclusive.  The indemnification provided by this Article shall not
      be deemed exclusive of any other rights to which a person seeking
      indemnification may be entitled under the Articles of Incorporation of this
      Corporation, any other by-law, any resolution of the Board of Directors or
      shareholders, any other authorization, whenever adopted, after notice, by a
      majority vote of all voting shares then outstanding, or any contract, both
      as to
      action in this official capacity and as to action in another capacity while
      holding such office.





Section
      11.6 – Vested Right to Indemnification.  The right of any
      individual to indemnification under this Article shall vest at the time of
      occurrence or performance of any event, act or omission giving rise to any
      action, suit, or proceeding of the nature referred to in Section 11.1 of this
      Article and, once vested, shall not later be impaired as a result of any
      amendment, repeal, alteration or other modification of any or all of these
      by-laws, or by a change in his employment status or other capacity entitling
      him
      to indemnification, and shall inure to the benefit of the heirs, executors
      and
      administrators of such an individual.  Notwithstanding the foregoing,
      the indemnification afforded under this Article shall be applicable to all
      alleged prior acts or omissions of any individual seeking indemnification
      hereunder, regardless of the fact that such alleged acts or omissions may have
      occurred prior to the adoption of this Article, and to the extent such prior
      acts or omissions cannot be deemed to be covered by this Article XI, the right
      of any individual to indemnification shall be governed by the indemnification
      provisions in effect at the time of such prior acts or omissions.





Section
      11.7 – Insurance.  The Corporation may purchase and maintain
      insurance on behalf of any person who is or was a Director, officer, employee,
      or agent of the Corporation or who is or was serving at the request of the
      Corporation as a Director, officer, partner, trustee, employee, or agent of
      another corporation, partnership, joint venture, trust, employee benefit plan
      or
      other enterprise, against any liability asserted against or incurred by the
      individual in that capacity or arising from the individual’s status as a
      Director, officer, employee, or agent, whether or not the Corporation would
      have
      power to indemnify the individual against the same liability.




Section
      11.8 – Additional Definitions.  For purposes of this Article,
      references to “the Corporation” shall include any domestic or foreign
      predecessor entity of the Corporation in a merger or other transaction in which
      the predecessor’s existence ceased upon consummation of the
      transaction.





For
      purposes of this Article, serving an employee benefit plan at the request of
      the
      Corporation shall include any service as a Director, officer, employee, or
      agent
      of the Corporation which imposes duties on, or involves services by such
      Director, officer, employee, or agent with respect to an employee benefit plan,
      its participants, or beneficiaries.  A person who acted in good faith
      and in a manner he reasonably believed to be in the best interests of the
      participants and beneficiaries of any employee benefit plan shall be deemed
      to
      have acted in a manner “not opposed to the best interest of the Corporation”
referred to in this Article.





For
      purposes of this Article, “party” includes any individual who is or was a
      plaintiff, defendant, or respondent in any action suit or proceeding, or who
      is
      threatened to be made a named defendant or respondent in any action, suit or
      proceeding.





For
      purposes of this Article, “official capacity,” when used with respect to a
      Director, shall mean the office of Director of the Corporation; and when used
      with respect to an individual other than a Director shall mean the office in
      the
      Corporation held by the officer or the employment or agency relationship
      undertaken by the employee or agent on behalf of the
      Corporation.  “Official capacity” does not include service for any
      other foreign or domestic corporation or any partnership, joint venture, trust,
      employee benefit plan, or other enterprise, whether for profit or
      not.





For
      the
      purpose of this Article, “Indemnified Officer” means any Officer or Director of
      the Corporation, any officer or Director of any wholly owned subsidiary of
      the
      Corporation, and any member of the Management Group (as hereafter defined)
      of an
      operating division of the Corporation or any of its subsidiaries.





For
      the
      purpose of this Article, “Management Group” means the division General Manager ,
      and those employees who have division-wide responsibility and whose titles
      are
      or include President or  Vice President..





Section
      11.9 – Payments a Business Expense.  Any payments made to any
      indemnified party under these by-laws or under any other right to
      indemnification shall be deemed to be an ordinary and necessary business expense
      of the Corporation, and payment thereof shall not subject any person responsible
      for the payment, or the Board of Directors, to any action for corporate waste
      or
      to any similar action.





ARTICLE
      XII





AMENDMENTS





These
      by-laws may be altered, amended, or repealed and new by-laws may be adopted
      by a
      majority of the Directors present at any meeting of the Board of Directors
      of
      the Corporation at which a quorum is present.