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                                                                     EXHIBIT 3.2


                                                     EFFECTIVE FEBRUARY 28, 2003

                                     BYLAWS
                                       OF
                                 PSB GROUP, INC.

                             A MICHIGAN CORPORATION

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                                TABLE OF CONTENTS

<TABLE>
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                                                                                                                    PAGE
<S>                                                                                                                 <C>
ARTICLE I - INDEMNIFICATION......................................................................................     1
         1.1      Name...........................................................................................     1
         1.2      Registered Office and Registered Agent.........................................................     1

ARTICLE II - SHAREHOLDERS MEETING................................................................................     1
         2.1      Annual Meeting.................................................................................     1
         2.2      Special Meetings...............................................................................     1
         2.3      Place of Meetings..............................................................................     1
         2.4      Notice of Meeting of Shareholders..............................................................     1
         2.5      Business of Meeting............................................................................     2
         2.6      Adjournments...................................................................................     3
         2.7      Quorum.........................................................................................     3
         2.8      Voting Rights..................................................................................     3
         2.9      Proxies........................................................................................     3
         2.10     Inspection of Elections........................................................................     3
         2.11     Action by Unanimous Written Consent............................................................     4

ARTICLE III - BOARD OF DIRECTORS.................................................................................     4
         3.1      General Powers.................................................................................     4
         3.2      Number and Tenure and Qualification............................................................     4
         3.3      Nomination Procedures for Election of Directors................................................     5
         3.4      Vacancies......................................................................................     6
         3.5      Regular Meetings...............................................................................     6
         3.6      Special Meetings...............................................................................     6
         3.7      Waiver of Notice...............................................................................     6
         3.8      Electronic Participation.......................................................................     6
         3.9      Quorum.........................................................................................     6
         3.10     Director's Compensation........................................................................     7
         3.11     Appointment of Committees......................................................................     7
         3.12     Action by Unanimous Written Consent............................................................     7

ARTICLE IV - OFFICERS............................................................................................     7
         4.1      Election of Officers...........................................................................     7
         4.2      Tenure, Vacancy and Compensation of Officers...................................................     7
         4.3      Chairman of the Board..........................................................................     8
         4.4      President......................................................................................     8
         4.5      Chief Executive Officer........................................................................     8
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<TABLE>
<S>                                                                                                                  <C>
         4.6      Vice-President.................................................................................     8
         4.7      Secretary......................................................................................     8
         4.8      Treasurer......................................................................................     8
         4.9      Other Officers.................................................................................     9

ARTICLE V - CAPITAL STOCK........................................................................................     9
         5.1      Certificates...................................................................................     9
         5.2      Transfer.......................................................................................     9
         5.3      Lost, Destroyed, or Stolen Certificates........................................................     9
         5.4      Registered Shareholder.........................................................................     9
         5.5      Lien for Shareholder Indebtedness..............................................................    10
         5.6      Transfer Agent and Registrar...................................................................    10
         5.7      Nominees.......................................................................................    10
         5.8      Regulations....................................................................................    10

ARTICLE VI - DIVIDENDS AND DISTRIBUTIONS.........................................................................    10
         6.1      Dividends......................................................................................    10

ARTICLE VII - INDEMNIFICATION OF OFFICERS AND DIRECTORS..........................................................    10
         7.1      General........................................................................................    10
         7.2      Purchase of Director and Officer Liability Insurance...........................................    11
         7.3      Provisions for Indemnification Not Exclusive...................................................    11

ARTICLE VIII - EXECUTION OF INSTRUMENTS..........................................................................    11
         8.1      Money Instruments..............................................................................    11
         8.2      Other Instruments..............................................................................    11

ARTICLE IX - CORPORATE SEAL......................................................................................    12
         9.1      Seal...........................................................................................    12

ARTICLE X - FISCAL YEAR..........................................................................................    12
         10.1     Fiscal Year....................................................................................    12

ARTICLE XI - AMENDMENTS..........................................................................................    12
         11.1     Amendments.....................................................................................    12
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                                     BYLAWS
                                       OF
                             PSB GROUP INCORPORATED
                             A MICHIGAN CORPORATION

                                    ARTICLE I

                                 IDENTIFICATION

         1.1      NAME. The name of the corporation (the "Corporation") shall be
that name designated in the Corporation's Articles of Incorporation, as the same
may from time-to-time be amended.

         1.2      REGISTERED OFFICE AND REGISTERED AGENT. The registered office
and the registered agent of the Corporation shall be such place in the State of
Michigan and such person as has been most recently designated in the files of
the Michigan Department of Consumer and Industry Services, either by the
Articles of Incorporation or by a certificate of change of registered office or
annual report changing the location of such office or such person.

                                   ARTICLE II

                              SHAREHOLDERS MEETING

         2.1      ANNUAL MEETING. The annual meeting of the shareholders shall
be held each year after the date of expiration of the fiscal year of the
Corporation at such time and place as shall be determined by the Board of
Directors, for the purpose of electing Directors and of transacting such other
business as may properly be brought before the meeting.

         2.2      SPECIAL MEETINGS. A special meeting of the shareholders may be
called to be held at such time and place as may be designated by the President
of the Corporation, a majority of the Board of Directors, or not less than a
majority of the outstanding shares of stock of the Corporation entitled to vote
at the meeting.

         2.3      PLACE OF MEETINGS. All meetings of the shareholders shall be
held at the principal office of the Corporation, except as otherwise provided by
resolution of the Board of Directors.

         2.4      NOTICE OF MEETING OF SHAREHOLDERS. Notice of the time and
place of the annual meeting and the time, place, and purpose of each special
meeting, shall be given to each shareholder of record entitled to vote not less
than ten (10) nor more than sixty (60) days prior to 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 or her address as it appears on the
records of the Corporation, with postage thereon prepaid. When a meeting is
adjourned to another time or place, it is not necessary to give notice of the
adjourned meeting if the time and place to which the meeting is adjourned are
announced at the meeting at which the adjournment is taken and at the adjourned
meeting only such business is transacted as might have been transacted at the

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original meeting. However, if after the adjourned meeting the Board of Directors
fixes a new record date for the adjourned meeting, a notice of the adjourned
meeting shall be given to each shareholder of record entitled to vote at the
meeting.

         2.5      BUSINESS OF MEETING.

         (A)      Business to be considered by the shareholders of the
                  Corporation shall be brought before an annual meeting (i)
                  pursuant to the Corporation's notice of meeting, (ii) by or at
                  the direction of the Board of Directors or (iii) by any
                  shareholder of the Corporation who was a shareholder of record
                  at the time of giving of notice of meeting, who is entitled to
                  vote with respect thereto and who complies with the notice
                  procedures set forth in this Section 2.5. For business to be
                  properly brought before an annual meeting by a shareholder,
                  the shareholder must have given timely notice thereof in
                  writing to the President of the Corporation and such proposed
                  business must otherwise be a proper matter for shareholder
                  action. To be timely, a shareholder's notice must be delivered
                  to or mailed to and received by the President at the principal
                  office of the Corporation not later than the close of business
                  on the 90th day nor earlier than the close of business on the
                  120th day prior to the anniversary of the preceding year's
                  annual meeting of shareholders. In no event shall the public
                  or other announcement of an adjournment of an annual meeting
                  of shareholders or the adjournment thereof commence a new time
                  period for the giving of a shareholder's notice as described
                  above. Such shareholder's notice to the President shall set
                  forth (i) as to any business the shareholder proposes to bring
                  before the annual meeting, (A) a brief description of the
                  business desired to be brought before the annual meeting, (B)
                  the reasons for conducting such business at the annual
                  meeting, (C) any material interest in such business of such
                  shareholder and (D) the beneficial owner, if any, on whose
                  behalf the proposal is made, and (ii) as to the shareholder
                  giving the notice and the beneficial owner, if any, on whose
                  behalf the proposed business is to be brought, (A) the name
                  and address of such shareholder, as they appear on the
                  Corporation's books, and the name and address of such
                  beneficial owner and (B) the class and number of shares of the
                  Corporation's capital stock that are owned beneficially and of
                  record by such shareholder and such beneficial owner.

         (B)      At any special meeting of the shareholders, only such business
                  shall be conducted as shall have been brought before the
                  meeting pursuant to the notice of meeting required by Section
                  2.4 hereof.

         (C)      Notwithstanding anything in these Bylaws to the contrary, only
                  such business shall be brought before or conducted at a
                  meeting of shareholders as shall have been brought before the
                  meeting in accordance with the procedures set forth in Section
                  2.4 and this Section 2.5. The person presiding over the
                  meeting shall, if the facts so warrant, determine and declare
                  to the meeting that business was not brought before the
                  meeting in accordance with the provisions of Section 2.4 and
                  this Section 2.5 and, if such person should so determine, such
                  person shall so declare to the meeting

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                  and any such business so determined not to be properly before
                  the meeting shall be disregarded.

         2.6      ADJOURNMENTS. Any meeting of shareholders, annual or special,
may adjourn from time to time to reconvene at the same or some other place, and
notice need not be given of any such adjourned meeting if the time and place
thereof are announced at the meeting at which the adjournment is taken. At the
adjourned meeting, the Corporation may transact any business which might have
been transacted at the original meeting. If after the adjournment a new record
date is fixed for the adjourned meeting, a notice of the adjourned meeting shall
be given to each shareholder of record entitled to vote at the meeting.

         2.7      QUORUM. At every meeting of the shareholders, the holders of
record of a majority of the outstanding shares of stock of the Corporation
entitled to vote at such meeting, whether present in person or represented by
proxy, shall constitute a quorum. If less than a quorum shall be present at any
meeting of shareholders, those holders of record of outstanding shares of stock
of the Corporation entitled to vote at such meeting, present in person or
represented by proxy, may adjourn the meeting from time to time without further
notice other than by announcement at the meeting, until a quorum shall have been
obtained, at which time any business may be transacted which might have been
transacted at the meeting as first convened, had there been a quorum.

         2.8      VOTING RIGHTS. Except as otherwise required by law, if an
action other than the election of Directors is to be taken by vote of the
shareholders, it shall be authorized by a majority of the votes cast by the
holders of shares entitled to vote on the action. Directors shall be elected by
a plurality of the votes cast at an election. Except as otherwise provided by
law, each outstanding share of stock is entitled to one (1) vote on each matter
submitted to a vote.

         2.9      PROXIES. A vote which may be cast in person or by proxy at any
meeting of the shareholders. No share may be voted by proxy at any meeting
unless a written instrument appointing a proxy, subscribed by the person making
the appointment, is placed on file with the Secretary of the Corporation for
verification prior to or on the date the meeting for which such proxy is given.
Proxies shall be valid only for one meeting, to be specified therein, and any
adjournments of such meeting.

         2.10     INSPECTION OF ELECTIONS. The Board of Directors, in advance at
a shareholders meeting, may appoint one or more inspectors of election to act at
the meeting or any adjournment thereof. Inspectors of election shall hold and
conduct the election at which they are appointed to serve, and after the
election they shall file with the Secretary a certificate under their hands,
certifying the results thereof and the name of the directors elected. If
inspectors are not appointed, the person presiding at a shareholders meeting
may, and on a request of a shareholder entitled to vote shall, appoint one or
more inspectors. In case a person appointed fails to appear or act, the vacancy
may be filed by an appointment made by the Board of Directors in advance of the
meeting or at the meeting by the person presiding thereat.

         The inspectors shall determine: the number of shares outstanding, the
shares represented at the meeting, the existence of a quorum, and the validity
and effect of a proxy, and shall: receive

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votes, ballots or consents, hear and determine challenges and questions arising
in connection with the right to vote; count and tabulate votes, ballots or
consents, determine the result, and do such acts as are proper to conduct the
election with fairness to all shareholders. On request of the person presiding
at the meeting or a shareholder entitled to vote thereat, the inspector(s) shall
make an executed written report to the person presiding at the meeting of any of
the facts found by them and any matter determined by them. The report shall be
prima facie evidence of the facts stated and the vote as certified by the
inspectors.

         2.11     ACTION BY UNANIMOUS WRITTEN CONSENT. Any action required or
permitted to be taken at an annual or special meeting of shareholders may be
taken without a meeting, without prior notice and without a vote, if before or
after the action, all the shareholders entitled to vote consent in writing.

                                   ARTICLE III

                               BOARD OF DIRECTORS

         3.1      GENERAL POWERS. The business and affairs of the Corporation
shall be managed by or under the direction of the Board of Directors.

         3.2      NUMBER AND TENURE AND QUALIFICATION.

         (A)      The number of Directors of the Corporation shall be not less
                  than five (5) nor more than twenty-five (25) with the exact
                  number of directors to be fixed from time to time pursuant to
                  a resolution adopted by a majority of the Board of Directors
                  then in office.

         (B)      The Board of Directors of the Corporation shall be divided
                  into three classes, the classes to be as nearly equal in
                  number as possible. The term of office of directors in the
                  first class shall expire at the annual meeting of shareholders
                  in 2004, the term of office of the second class shall expire
                  at the annual meeting of shareholders in 2005, and the term of
                  office of the third class shall expire at the annual meeting
                  of shareholders in 2006. At the annual meeting commencing in
                  2004 and thereafter, a number of directors equal to the number
                  of the class whose term expires at the time of the meeting
                  shall be elected to hold office until the third succeeding
                  annual meeting.

         (C)      No person shall be eligible for election or appointment to the
                  Board of Directors after he or she has attained the age of
                  seventy (70) years. A director shall be deemed to have retired
                  on the date of the annual meeting following the date on which
                  he or she reaches the age of seventy (70) years.

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         3.3      NOMINATION PROCEDURES FOR ELECTION OF DIRECTORS.

         (A)      Nominations of persons for election to the Board of Directors
                  shall be brought before an annual meeting (i) pursuant to the
                  Corporation's notice of meeting, (ii) by or at the direction
                  of the Board of Directors or (iii) by any shareholder of the
                  Corporation who was a shareholder of record at the time of
                  giving of notice of the meeting, who is entitled to vote with
                  respect thereto and who complies with the notice procedures
                  set forth in this Section 3.3. Nominations by the Board of
                  Directors to fill any vacancy, or for election to the Board
                  for which proxies will be solicited by the Board, shall be
                  made by the Board. In order to facilitate the Board's review,
                  recommendations to the Board of Directors by any shareholder
                  for the nomination for election as director of any one or more
                  persons for which written proxy solicitation by the Board of
                  Directors is sought shall be made in writing and be delivered
                  or mailed to the President of the Corporation not later than
                  the close of business on January 1 of the year in which the
                  nomination is proposed. For nominations to be properly brought
                  before an annual meeting by a shareholder, the shareholder
                  must have given timely notice thereof in writing to the
                  President of the Corporation. To be timely, a shareholder's
                  notice must be delivered to or mailed to and received by the
                  President at the principal office of the Corporation not later
                  than the close of business on the 90th day nor earlier than
                  the close of business on the 120th day prior to the first
                  anniversary of the preceding year's annual meeting of
                  shareholders. In no event shall the public or other
                  announcement of an adjournment of an annual meeting of
                  shareholders or the adjournment thereof commence a new time
                  period for the giving of a shareholder's notice as described
                  above. Such shareholder's notice to the President shall
                  contain a representation that: (i) the shareholder is, and
                  will be on the record date, a beneficial owner or a holder of
                  record of stock of the Corporation entitled to vote at such
                  meeting; (ii) the shareholder has, and will have on the record
                  date, full voting power with respect to such shares; and (iii)
                  the shareholder intends to appear in person or by proxy at the
                  meeting to nominate the person or persons specified in the
                  notice. Additionally, each such notice shall include: (a) the
                  name and address of the shareholder who intends to make the
                  nomination and of the person or persons to be nominated; (b) a
                  description of all arrangements or understandings between the
                  shareholder and each proposed nominee and any other person or
                  persons (naming such person or persons) pursuant to which the
                  nomination or nominations are to be made by the shareholder;
                  (c) the number and kinds of securities of the Corporation held
                  beneficially or of record by each proposed nominee; (d) such
                  other information regarding each proposed nominee as may be
                  requested by the Board of Directors; and (e) the consent of
                  each proposed nominee to serve as a director if so elected.
                  Any such notice of shareholder's intent, and any nomination
                  based thereon, which is not fully in compliance with the
                  requirements of this Section 3.3, or which contains any
                  information which is false or misleading, shall be void and of
                  no effect.

         (B)      Notwithstanding anything in the Bylaws to the contrary, only
                  such persons who are nominated in accordance with the
                  procedures set forth in this Section 3.3 shall be eligible for
                  election as Directors. The person presiding over the meeting
                  shall, if the

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                  facts so warrant, determine and declare to the meeting that a
                  nomination was not made in accordance with the provisions of
                  this Section 3.3 and, if such person should so determine, such
                  person shall so declare to the meeting and any such defective
                  nomination shall be disregarded.

         3.4      VACANCIES. The Board of Directors shall have the power to fill
any vacancy which may occur on the Board. Any increase or decrease in the number
of directors shall be apportioned as among each class so as to maintain the
number of directors in each class as nearly equal as possible. Any director of
any class appointed to fill any vacancy in a class shall hold office for a term
which shall coincide with the remaining term of that class.

         3.5      REGULAR MEETINGS. Regular meetings of the Board of Directors
shall be held at such time and place as the Board of Directors shall from time
to time determine by resolution of the Board of Directors or by waiver of notice
and consent. No notice of regular meetings of the Board shall be required.

         3.6      SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called on at least one (1) day's notice by the Chairman, if any, the
President or any two of the Directors in office at the time of the call,
whenever in his or her judgment it may be necessary, by giving reasonable
notice, either personally or by mail, telegram, or telecopier, of the time and
place of such meeting. A notice that is mailed shall be deemed to be given when
deposited in the United States mail with postage fully prepaid, addressed to
such director as his or her address appears on the records of the Corporation.
Any action taken at any such meeting shall not be invalidated for want of notice
if such notice shall be waived as herein provided. A telecopied notice shall be
deemed to be given when it is transmitted by telecopier to the director's home
or place of business.

         3.7      WAIVER OF NOTICE. Notice of the time and place of any meeting
of the Board of Directors may be waived in writing or by telegram, radiogram,
cablegram, or telecopier, either before or after such meeting has been held.

         A director's attendance at or participation in a Board meeting
constitutes a waiver of notice of the meeting, unless at the beginning of the
meeting (or upon the director's arrival) the director objects to the meeting or
transacting of business at the meeting and does not thereafter vote for or
assent to any action taken at the meeting.

         3.8      ELECTRONIC PARTICIPATION. A member of the Board or a committee
designated by the Board may participate in a meeting by means of a conference
telephone or similar communications equipment through which all persons
participating in the meeting can communicate with each other. Participation in a
meeting pursuant to this Paragraph constitutes presence in person at the
meeting.

         3.9      QUORUM. A majority of the directors in office or of the
members of a committee of the Board shall constitute a quorum for the
transaction of business, unless the Board resolution establishing the committee
provides for a larger or smaller number. If there shall be less than a quorum
present at any meeting of the Board of Directors, a majority of the directors
present may

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adjourn the meeting from time to time without notice other than announcement at
the meeting until a quorum shall be present, at which time any business may be
transacted which might have been transacted at the meeting as first convened had
there been a quorum present. The acts of a majority of the directors or
committee members present at any meeting at which a quorum is present shall be
the acts of the Board or of the committee, unless the vote of a larger number is
required by the Board resolution establishing the committee.

         3.10     DIRECTOR'S COMPENSATION. The directors shall receive such
compensation and reimbursement of expenses as shall be authorized by the Board
from time to time.

         3.11     APPOINTMENT OF COMMITTEES. The Board may designate one (1) or
more committees, each committee to consist of one (1) or more of the directors
of the Corporation. The Board may designate one (1) or more directors as
alternate members of a committee, who may replace an absent or disqualified
member at a meeting of the committee. In the absence or disqualification of a
member of a committee, the members thereof present at a meeting and not
disqualified from voting, whether or not they constitute a quorum, may
unanimously appoint another member of the Board to act at the meeting in place
of such an absent or disqualified member. A committee, and each member thereof,
shall serve at the pleasure of the Board.

         3.12     ACTION BY UNANIMOUS WRITTEN CONSENT. Action required or
permitted to be taken under authorization voted at a meeting of the Board or a
committee of the Board, may be taken without a meeting if, before or after the
action, all members of the Board then in office or of the committee consent to
the action in writing. The written consents shall be filed with the minutes of
the proceedings of the Board or the committee. The consent has the same effect
as a vote of the Board or committee for all purposes.

                                   ARTICLE IV

                                    OFFICERS

         4.1      ELECTION OF OFFICERS. The Board of Directors, in its
organizational meeting immediately following the annual election of directors,
shall elect a Chairman of the Board, a President, and one or more
Vice-Presidents. The Board may also appoint such other officers and agents as it
may deem necessary for the transaction of the business of the Corporation.

         4.2      TENURE, VACANCY AND COMPENSATION OF OFFICERS. The term of
office of all officers shall be one (1) year or until their respective
successors are elected or appointed, but any officer may be removed from office
by the affirmative vote of a majority of the directors at their pleasure. The
Board of Directors shall have the power to fill a vacancy in any office
occurring for whatever reason. In the case of the absence or disability of any
officer of the Corporation and of any person hereby authorized to act in his or
her place during periods of absence or disability, the Board of Directors may,
from time to time, delegate the powers and duties of such officer to any other
officer, or any director, or any other person whom it may elect or appoint. The
compensation of the officers and employees of the Corporation shall be such as
may be determined from time to time by the Board of Directors. An officer may
resign by written notice

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to the Corporation. Resignation is effective upon its receipt by the Corporation
or a subsequent time specified in the notice of resignation acceptable to the
Board of Directors.

         4.3      CHAIRMAN OF THE BOARD. The Chairman of the Board shall preside
at all meetings of the Board of Directors and at all meetings of the
shareholders. The Chairman shall perform such other duties as the Board of
Directors shall prescribe. He or she shall serve as ex-officio member of all
standing committees.

         4.4      PRESIDENT. The President shall preside at all meetings of the
shareholders and directors in the absence of the Chairman of the Board. He or
she shall be an ex-officio member of all standing committees.

         4.5      CHIEF EXECUTIVE OFFICER. At the organizational meeting of each
newly elected Board of Directors, the Board shall designate the Chairman of the
Board or the President as Chief Executive Officer of the Corporation, provided,
however, that if a motion is not made and carried to change a designation, the
designation shall be the same as the designation for the preceding year;
provided, further, that the designation of the Chief Executive Officer may be
changed at any meeting of the Board of Directors. The Chief Executive Officer
shall be a full-time employee of the Corporation and shall have general and
active management of the Corporation, and shall see that all orders and
resolutions of the Board are carried into effect. He or she shall execute all
authorized conveyances, contracts, and other obligations in the name of the
Corporation, except where the signing and execution thereof shall be expressly
designated by the Board of Directors to some other officer or agent of the
Corporation.

         4.6      VICE-PRESIDENT. The Board of Directors may elect or appoint
one or more Vice Presidents. The Board may designate one or more Vice-Presidents
as Executive or Senior Vice- Presidents. In the absence or disability of the
Chief Executive Officer, the President (if the President has not been designated
as the Chief Executive Officer) or the Vice-Presidents in the order designated
by the Board of Directors, at its organizational meeting, or lacking such
designation, then as previously designated by the Chief Executive Officer, shall
perform the duties and exercise the powers of the Chief Executive Officer and
shall perform such other duties as the Board of Directors shall prescribe.

         4.7      SECRETARY. The Secretary shall be the principal recording
officer of the Corporation and shall have the custody and charge of its
corporate seal and records and be responsible for their safekeeping and proper
use. He or she shall be charged with the responsibility for the safe custody of
all money, notes, and other assets belonging to or in the custody of the
Corporation and, in addition, shall exercise such other powers and perform such
other duties as may be properly delegated to him/her.

         4.8      TREASURER. The Treasurer shall be selected by the Board of
Directors. Subject to the control of the Chief Executive Officer, he or she
shall have custody of all corporate funds and securities, and shall keep in
books belonging to the Corporation full and accurate accounts of all receipts
and disbursements. He or she shall deposit all moneys, securities and other
valuable effects in the name of the Corporation in such depositories as may be
designated for that purpose by the

                                       8

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Board of Directors. He or she shall disburse the funds of the Corporation as may
be ordered by the Board, making proper vouchers for such disbursements, and
shall render to the Chairman and the directors at regular meetings of the Board
and whenever requested by them and to the Chief Executive Officer, an account of
all his or her transactions as Treasurer. He or she shall in general perform all
duties incident to the office of Treasurer, and shall have such additional
powers and duties as may be assigned to him or her by the Board of Directors.

         4.9      OTHER OFFICERS. The Board of Directors may appoint one or more
Assistant Vice Presidents and Assistant Secretary's and such other officers and
attorney in fact as from time to time may appear to the Board of Directors to be
required or desirable to transact and exercise such powers and perform such
duties as pertain to their several offices, or as may be conferred upon or
assigned to them by the Board or the Chief Executive Officer.

                                    ARTICLE V

                                  CAPITAL STOCK

         5.1      CERTIFICATES. Every shareholder of this Corporation shall be
entitled to a certificate of his or her shares signed in accordance with the
direction of the Board of Directors certifying the number and class of shares,
and designation of the series, if any, represented by such certificate; provided
that where such certificate is signed by a transfer agent acting on behalf of
the Corporation, and by a registrar, the signature of any such officer may be
facsimile.

         5.2      TRANSFER. Except as otherwise provided by a written agreement
between the Corporation and a shareholder, shares shall be transferable only on
the books of the Corporation by the person named in the certificate, or by
attorney lawfully constituted in writing, and upon surrender of the certificates
therefor. A record shall be made of every such transfer and issue. Whenever any
transfer is made for collateral security and not absolutely, the fact shall be
so expressed in the entry of such transfer.

         5.3      LOST, DESTROYED, OR STOLEN CERTIFICATES. Where the owner
claims that his or her certificate for shares has been lost, destroyed, or
wrongfully taken, a new certificate shall be issued in place thereof if the
owner (a) so requests before the Corporation has notice that such shares have
been acquired by a bona fide purchaser, and (b) files with the Corporation a
sufficient indemnity bond, and (c) satisfies such other reasonable requirements
as the Board of Directors may prescribe.

         5.4      REGISTERED SHAREHOLDER. The Corporation shall be entitled to
treat the person in whose name any share of stock is registered as the owner of
it for purposes of dividends and other distributions or for any
recapitalization, merger, reorganization, sale of assets, or liquidation and for
the purpose of votes, approvals, and consents by shareholders, and for the
purpose of notices to shareholders and for all other purposes whatever, and
shall not be bound to recognize any equitable or other claim to or interest in
the shares by any other person, whether or not the Corporation shall have notice
of it, except as expressly required by the laws of the State of Michigan or
Section 5.7.

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         5.5      LIEN FOR SHAREHOLDER INDEBTEDNESS. The Corporation shall have
a lien upon the capital stock of any holder thereof who is indebted to the
Corporation or any of its affiliates in any way and shall have the right to not
accept any transfer of capital stock by the holder thereof which will impair the
security of its lien for the balance of the indebtedness then owing by such
holder to the Corporation.

         5.6      TRANSFER AGENT AND REGISTRAR. The Board of Directors may
appoint a transfer agent and a registrar of transfer, and may require all
certificates of shares to bear the signature of such transfer agent and of such
registrar of transfers.

         5.7      NOMINEES. The Board of Directors may establish a procedure by
which the beneficial owner of shares that are registered in the name of a
nominee is recognized by the Corporation as the shareholder. The procedure
established may determine the extent of this recognition. The procedure may set
forth any of the following:

         (A)      The types of nominees to which it applies.

         (B)      The rights or privileges that the Corporation recognizes in a
                  beneficial owner.

         (C)      The manner in which the procedures is selected by the nominee.

         (D)      The information that must be provided when the procedure is
                  selected.

         (E)      The period for which selection of the procedure is effective.

         (F)      Other aspects of the rights and duties created.

         5.8      REGULATIONS. The Board of Directors shall have power and
authority to make such rules and regulations as the Board shall deem expedient
regulating the issue, transfer and registration of certificates for shares of
the Corporation.

                                   ARTICLE VI

                           DIVIDENDS AND DISTRIBUTIONS

         6.1      DIVIDENDS. The Board of Directors may authorize and the
Corporation may pay dividends or make other distributions, except when the
distribution would be contrary to the laws of the State of Michigan or any
restriction contained in the Articles of Incorporation.

                                   ARTICLE VII

                    INDEMNIFICATION OF OFFICERS AND DIRECTORS

         7.1      GENERAL. The Corporation shall indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding,

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whether civil, criminal, administrative, or investigative including without
limitation any proceeding in the right of the Corporation, by reason of the fact
that he/she is or was a director, officer, employee or agent of the Corporation,
is or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses, including attorney fees, judgments,
penalties, fines and amounts paid in settlement as are actually and reasonably
incurred by him/her in connection with such action, suit or proceeding to the
maximum extent permitted by the laws of the State of Michigan and consistent
with the provisions of the Michigan Business Corporation Act, as the same now
exists or may hereafter be amended (the "Act").

         7.2      PURCHASE OF DIRECTOR AND OFFICER LIABILITY INSURANCE. The
Corporation may purchase and maintain insurance or create and maintain a trust
fund or other form of funded arrangement on behalf of any person who is or was a
director, officer, employee or agent of the Corporation or is or was serving at
the request of the Corporation as a director, officer, partner, trustee,
employee or agent of another depository institution, domestic or foreign
corporation, partnership, joint venture, trust or other enterprise, whether for
profit or not, against any liability asserted against the person and incurred by
him or her in any such capacity or arising out of his or her status as such,
whether or not the Corporation would have the power to indemnify the person
against the liability under these Bylaws or the Act.

         7.3      PROVISIONS FOR INDEMNIFICATION NOT EXCLUSIVE. The foregoing
provisions for indemnification of advancement of expenses shall not be exclusive
of other rights to which a person seeking indemnification or advancement of
expenses may be entitled by contract or otherwise by law, and the foregoing
rights of indemnification shall inure to the benefit of the heirs and personal
representatives of such persons.

                                  ARTICLE VIII

                            EXECUTION OF INSTRUMENTS

         8.1      MONEY INSTRUMENTS. All checks, drafts and orders for payment
of money shall be signed in the name of the Corporation, and shall be
countersigned by such officers or agents and in such manner including the use of
facsimile signatures as the Board of Directors shall from time to time designate
for that purpose.

         8.2      OTHER INSTRUMENTS. The Board of Directors shall have power to
designate the officers and agents who shall have authority to execute any
contract, conveyance or other instrument or document on behalf of the
Corporation. When the execution of any contract, conveyance or other instrument
or document has been authorized without specification of the executing officers,
the Chairman, if any, or President may execute the same in the name and on
behalf of the Corporation, or any Vice President, Treasurer, Assistant
Treasurer, Secretary, or Assistant Secretary may execute the same in the name
and on behalf of the Corporation.

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                                   ARTICLE IX

                                 CORPORATE SEAL

         9.1      SEAL. The Board of Directors may adopt a corporate seal.

                                    ARTICLE X

                                   FISCAL YEAR

         10.1     FISCAL YEAR. The fiscal year of the Corporation shall end on
such date as the Board of Directors shall specify.

                                   ARTICLE XI

                                   AMENDMENTS

         11.1     AMENDMENTS. These Bylaws may be added to, altered, amended,
repealed or new Bylaws may be adopted:

         (A)      By the affirmative vote of a majority of the shares entitled
                  to vote at any meeting of the shareholders, provided that the
                  proposed addition, alteration, amendment, or repeal is
                  contained in the notice of such meeting; or

         (B)      By the affirmative vote of not less than a majority of the
                  members of the Board of Directors then in office, provided
                  notice of the proposed addition, alteration, amendment or
                  repeal is contained in the notice of such meeting.

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