BY-LAWS
OF





COACHMEN
INDUSTRIES, INC.


(as
modified through August 22, 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) daysprior 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
therefore, 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,
the Chief 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 provided 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.