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Exhibit 3.2

Jo-Ann Stores, Inc.

Amended and Restated Code of
Regulations

ARTICLE I

SHAREHOLDERS

SECTION 1. Annual Meeting.The annual
meeting of the shareholders of the Company for the election of
Directors, the consideration of reports to be laid before the
meeting, and the transaction of such other business as may
properly be brought before the meeting shall be held in the
place described in the Articles of Incorporation as the place
where the principal office of the Company is or is to be
located, or at such other place either within or without the
State of Ohio as may be designated by the Board of Directors,
the Chairman of the Board, or the President and specified in the
notice of the meeting, at 3:30 oclock p.m., on the first
Monday of June in each year, or at such other time and on such
other date (not, however, earlier than May 1 or later than
June 30 in any year) as the Board of Directors may
determine.

SECTION 2. Special Meetings.Special
meetings of the shareholders of the Company may be held on any
business day when called by the Chairman of the Board, the
President, a Vice President, the Board of Directors acting at a
meeting, a majority of the Directors acting without a meeting,
or persons who hold fifty percent of all the shares outstanding
and entitled to vote thereat. Upon request in writing delivered
either in person or by registered mail to the President or the
Secretary by any persons entitled to call a meeting of all
shareholders, that officer shall forthwith cause to be given to
the shareholders entitled thereto notice of a meeting to be held
on a date not less than ten or more than sixty days after
receipt of the request, as that officer may fix; if the notice
is not given within thirty days after the delivery or mailing of
the request, the persons calling the meeting may fix the time of
the meeting and give notice thereof in the manner provided by
law or as provided in these Regulations or cause the notice to
be given by any designated representative. Each special meeting
shall be called to convene between nine oclock a.m. and
four oclock p.m., and shall be held at the principal
office of the Company unless the meeting is called by the
Directors, acting with our without a meeting, in which case the
meeting may be held at any place either within or without the
State of Ohio designated by the Board of Directors and specified
in the notice of the meeting.

SECTION 3. Notice of Meetings.Not less
than ten or more than sixty days before the date fixed for a
meeting of the shareholders, written notice stating the time,
place, and purposes of the meeting shall be given by or at the
direction of the Secretary, or any other person or persons
required or permitted by these Regulations to give the notice.
The notice shall be given by personal delivery or by mail to
each shareholder entitled to notice of the meeting who is of
record as of the day next preceding the day on which notice is
given or, if a record date therefore is duly fixed, of record as
of that date; if mailed, the notice shall be addressed to the
shareholders at their respective addresses as they appear on the
records of the Company. Notice of the time, place, and purposes
of any meeting of the shareholders may be waived in writing,
either before or after the holding of the meeting, by any
shareholder, which writing shall be filed with or entered upon
the records of the Company. Attendance of any shareholder at any
meeting without protesting, prior to or at the commencement of
the meeting, the lack of proper notice shall be deemed to be a
waiver by him of notice of the meeting.

SECTION 4. Quorum; Adjournment.Except as
may be otherwise provided by law or by the Articles of
Incorporation, at any meeting of the shareholders the holders of
shares entitling them to exercise a majority of the voting power
of the Company present in person or by proxy shall constitute a
quorum for the meeting, except that no action required by law,
the Articles, or these

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Regulations to be authorized or taken by a
designated proportion of the shares of any particular class or
of each class of the Company may be authorized or taken by a
lesser proportion and except that the holders of a majority of
the voting shares represented thereat, whether or not a quorum
is present, may adjourn the meeting from time to time; if any
meeting is adjourned, notice of adjournment need not be given if
the time and place to which the meeting is adjourned are fixed
and announced at the meeting.


SECTION 5. Action Without a Meeting.Any
action which may be authorized or taken at a meeting of the
shareholders may be authorized or taken without a meeting with
the affirmative vote or approval of, and in writing or writings
signed by or on behalf of, all of the shareholders who would be
entitled to notice of a meeting of the shareholders held for the
purpose, which writing or writings shall be filed with or
entered upon the records of the Company.

SECTION 6. Proxies.Persons entitled to
vote shares or to act with respect to shares may vote or act in
person or by proxy. The person appointed as proxy need not be a
shareholder. Unless the writing appointing a proxy otherwise
provides, the presence at a meeting of the person who appointed
a proxy shall not operate to revoke the appointment. Notice to
the Company, in writing or in open meeting, of the revocation of
the appointment of a proxy shall not affect any vote or act
previously taken or authorized.

SECTION 7. Approval and Ratification of Acts
of Officers and Directors. Except as otherwise provided by
the Articles of Incorporation or by law, any contract, act, or
transaction, prospective or past, of the Company or of the Board
of Directors or of any Director or officer may be approved or
ratified by the affirmative vote in person or by proxy of the
holders of record of a majority of the shares held by persons
not interested in the contract, act, or transaction and entitled
to vote in the election of Directors (without regard to voting
powers which may thereafter exist upon a default, failure, or
other contingency), which approval or ratification shall be as
valid and binding as though affirmatively voted for or consented
to by every shareholder of the Company.

SECTION 8. Order of Business.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
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| | (a) The Chairman of the Board, or such other
    officer of the Company as may be designated by the Board of
    Directors, will call meetings of the shareholders to order and
    will preside at the meetings. The presiding officer will
    determine the order of business at the meeting and have the
    authority to regulate the conduct of the meeting, including
    (i) limiting the persons (other than shareholders and their
    duly appointed proxies) who may attend the meeting and
    (ii) establishing rules of conduct and such other
    procedures as the presiding officer may deem appropriate for the
    orderly conduct of the meeting.                                                                                                                                                                                                                                                 
|
| | (b) At an annual meeting of the
    shareholders, only such business as is properly brought before
    the meeting will be considered. To be properly brought before an
    annual meeting, business must be (i) specified in the
    notice of the meeting (or any supplement to that notice) given
    in accordance with Section 3 of this ARTICLE I,
    (ii) brought before the meeting by the presiding officer or
    by or at the direction of the Board of Directors, or
    (iii) properly requested by a shareholder to be brought
    before the meeting in accordance with subsection (c) of
    this Section 8.                                                                                                                                                                                                                                                                                          
|
| | (c) For business to be properly requested by
    a shareholder to be brought before an annual meeting of the
    shareholders, the shareholder must (i) be a shareholder of
    the Company of record at the time of the giving of the notice of
    the annual meeting and at the time of the annual meeting,
    (ii) be entitled to vote at the annual meeting, and
    (iii) have given timely written notice of the business to
    the Secretary. To be timely, a shareholders notice must be
    delivered to or mailed and received by the Secretary at the
    principal executive offices of the Company not later than the
    close of business on the ninetieth calendar day, and not earlier
    than the opening of business on the one hundred twentieth
    calendar day, prior to the annual meeting; except that, if the
    first public announcement of the date of the annual meeting is
    not

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
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| | made at least one hundred days prior to the date
    of the annual meeting, notice by the shareholder will be timely
    if it is delivered or received not later than the close of
    business on the tenth calendar day after the first public
    announcement of the date of the annual meeting and not earlier
    than the opening of business on the one hundred twentieth
    calendar day prior to the annual meeting. A shareholders
    notice must set forth, as to each matter the shareholder
    proposes to bring before the annual meeting, (A) a
    description in reasonable detail of the business proposed to be
    brought before the meeting, (B) the name and address, as
    they appear on the Companys books, of the shareholder
    proposing such business and of the beneficial owner, if any, on
    whose behalf the proposal is made, (C) the class and number
    of shares that are owned of record and beneficially by the
    shareholder and by any such beneficial owner, and (D) any
    material interest that the shareholder or any such beneficial
    owner may have in the business. This Section 8(c) will not
    affect any rights that the shareholder may have under
    Rule 14a-8 under the Securities Exchange Act of 1934, as
    amended, to request the inclusion of proposals in the
    Companys proxy statement.
|
| | (d) At a special meeting of the
    shareholders, only such business as is properly brought before
    the meeting will be conducted. To be properly brought before a
    special meeting, business must be (i) specified in the
    notice of the meeting (or any supplement to that notice) given
    in accordance with Section 2 or Section 3 of this
    ARTICLE I, or (ii) brought before the meeting by the
    presiding officer or by or at the direction of the Board of
    Directors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| | (e) The determination of whether any
    business sought to be brought before any annual meeting or
    special meeting of the shareholders is properly brought in
    accordance with this Section 8 will be made by the
    presiding officer of the meeting. If the presiding officer
    determines that any business is not properly brought before the
    meeting, he or she will so declare to the meeting, and the
    business will not be considered or acted upon.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

ARTICLE II

BOARD OF DIRECTORS

SECTION 1. Number and Classification;
Election; Term of Office. The Board of Directors shall be
divided into three classes. The number of Directors in each
class may be fixed or changed (a) by the shareholders at
any meeting of shareholders called to elect Directors at which a
quorum is present, by the vote of a majority of the shares
represented at the meeting and entitled to vote in the election
of Directors, except that, if the Board of Directors has not, by
the vote of a majority of the Directors then in office, approved
the change in the number of Directors prior to the meeting, the
vote of the holders of eighty percent of the shares outstanding
and entitled to vote in the election of Directors will be
required to approve the change, or (b) by the Board of
Directors by the vote of a majority of the Directors then in
office, except that, after the number of Directors in any class
has been fixed by the shareholders, the Directors may not
increase or decrease the number of Directors in any class by
more than one. A separate election shall be held for each class
of Directors at any meeting of shareholders at which a member or
members of more than one class of Directors is being elected. At
each annual election the Directors elected to the class whose
terms shall expire in that year shall hold office for a term of
three years and until their respective successors are elected.
In case of any increase in the number of Directors of any class,
any additional Directors elected to such class shall hold office
for a term which shall coincide with the full term or the
remainder of the term, as the case may be, of such class.

SECTION 2. Vacancies. In the event of the
occurrence of any vacancy or vacancies in the Board of
Directors, however caused, the remaining Directors, though less
than a majority of the whole authorized number of Directors,
may, by the vote of a majority of their number, fill any such
vacancy for the balance of the unexpired term.

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SECTION 3. Nomination of Candidates for
Election as Directors.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
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| | (a) At a meeting of the shareholders at
    which Directors are to be elected, only persons properly
    nominated as candidates will be eligible for election as
    Directors. Candidates may be properly nominated either
    (i) by the Board of Directors or (ii) by any
    shareholder in accordance with subsection (b) of this
    Section 3.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| | (b) For a shareholder properly to nominate a
    candidate for election as a Director at a meeting of the
    shareholders, the shareholder must (i) be a shareholder of the
    Company of record at the time of the giving of the notice of the
    meeting and at the time of the meeting, (ii) be entitled to
    vote at the meeting in the election of Directors, and (iii) have
    given timely written notice of the nomination to the Secretary.
    To be timely, a shareholders notice must be delivered to
    or mailed and received by the Secretary at the principal
    executive offices of the Company not later than the close of
    business on the ninetieth calendar day, and not earlier than the
    opening of business on the one hundred twentieth calendar day,
    prior to the meeting; except that, if the first public
    announcement of the date of the meeting is not made at least one
    hundred days prior to the date of the meeting, notice by the
    shareholder will be timely if it is delivered or received not
    later than the close of business on the tenth calendar day after
    the first public announcement of the date of the meeting and not
    earlier than the opening of business on the one hundred
    twentieth calendar day prior to the meeting. A
    shareholders notice must set forth, as to each candidate,
    all of the information about the candidate required to be
    disclosed in a proxy statement complying with the rules of the
    Securities and Exchange Commission used in connection with the
    solicitation of proxies for the election of the candidate as a
    Director. If the officer presiding at the meeting determines
    that one or more of the candidates has not been nominated in
    accordance with these procedures, he or she will so declare at
    the meeting, and the candidates will not be considered or voted
    upon at the meeting.

SECTION 4. Organization Meeting.Immediately after each annual meeting of the shareholders,
the newly elected Directors shall hold an organization meeting
for the purpose of electing officers and transacting any other
business. Notice of the organization meeting need not be given.

SECTION 5. Regular Meetings.Regular
meetings of the Board of Directors may be held at such times and
places within or without the State of Ohio as may be provided
for in bylaws or resolutions adopted by the Board of Directors
and upon such notice, if any, as shall be so provided. Unless
otherwise indicated in the notice of a regular meeting, any
business may be transacted at that regular meeting.

SECTION 6. Special Meetings.Special
meetings (including telephone meetings) of the Board
of Directors may be held at any time within or without the State
of Ohio (or through use of telephone or other communications
equipment if all persons participating can hear each other) upon
call by the Chairman of the Board, the President, a Vice
President, or any two Directors. Written notice of the time and
place of each special meeting shall be given to each Director
either by personal delivery or by mail, telegram, or cablegram
at least two days before the meeting, which notice need not
specify the purposes of the meeting, except that attendance of
any Director at any special meeting (or participation in a
meeting employing telephone or other communications equipment)
without protesting, prior to or at the commencement of the
meeting, the lack of proper notice shall be deemed to be a
waiver by him of notice of the meeting and except that notice of
a special meeting may be waived in writing, either before or
after the holding of the meeting, by any Director, which writing
shall be filed with or entered upon the records of the Company.
Unless otherwise indicated in the notice of a special meeting,
any business may be transacted at that special meeting.

SECTION 7. Quorum; Adjournment.A quorum
of the Board of Directors at an organization, regular, or
special meeting shall consist of a majority of the Directors
then in office, except that a majority of the Directors present
at a meeting duly held, whether or not a quorum is present, may

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adjourn the meeting from time to time; if any
meeting is adjourned, notice of adjournment need not be given if
the time and place to which the meeting is adjourned are fixed
and announced at the meeting. At each meeting of the Board of
Directors at which a quorum is present, all questions and
business shall be determined by a majority vote of those present
except as in the Articles of Incorporation or these Regulations
otherwise expressly provided.


SECTION 8. Action Without a Meeting.Any
action which may be authorized or taken at a meeting of the
Board of Directors may be authorized or taken without a meeting
with the affirmative vote or approval of, and in writings or
writings signed by, all of the Directors, which writing or
writings shall be filed with or entered upon the records of the
Company.




SECTION 9. Committees.The Board of
Directors may at any time appoint from its members an Executive,
Finance, or other committee or committees, consisting of such
number of members, not less than three of the Board of Directors
may deem advisable, together with such alternates as the Board
of Directors may deem advisable, to take the place of any absent
member or members at any meeting of the committee. Each member
and each alternate shall hold office during the pleasure of the
Board of Directors. Any committee shall act only in the
intervals between meetings of the Board of Directors and shall
have such authority of the Board of Directors as may, from time
to time, be delegated by the Board of Directors, except the
authority to fill vacancies in the Board of Directors or in any
committee of the Board of Directors. Subject to these
exceptions, any person dealing with the Company shall be
entitled to rely upon any act or authorization of an act by any
committee to the same extent as an act or authorization of the
Board of Directors. Each committee shall keep full and complete
records of all meetings and actions, which shall be open to
inspection by the Directors. Unless otherwise ordered by the
Board of Directors, any committee may prescribe its own rules
for calling and holding meetings, including telephone meetings,
and for its own method of procedure, and may act at a meeting,
including a telephone meeting, by a majority of its members or
without a meeting by a writing or writings signed by all of its
members.




ARTICLE III

OFFICERS

SECTION 1. Election and Designation of
Officers.The Board of Directors shall elect a President, a
Secretary, and a Treasurer and, in its discretion, may elect a
Chairman of the Board, one or more Vice Presidents, one or more
Assistant Secretaries, one or more Assistant Treasurers, and
such other officers as the Board of Directors may deem
necessary. The Chairman of the Board and the President shall be
Directors, and no one of the other officers need be a Director.
Any two or more offices may be held by the same person, but no
officer shall execute, acknowledge, or verify any instrument in
more than one capacity if the instrument is required to be
executed, acknowledged, or verified by two or more officers.

SECTION 2. Term of Office; Vacancies.Each
officer of the Company shall hold office until the next
organization meeting of the Board of Directors and until his
successor is elected or until his earlier resignation, removal
from office, or death. The Board of Directors may remove any
officer at any time with or without cause by a majority vote of
the Directors then in office. Any vacancy in any office may be
filled by the Board of Directors.

SECTION 3. Chairman of the Board.The
Chairman of the Board, if any, shall preside at all meetings of
the Board of Directors, shall, unless that duty has been
delegated by the Board of Directors to the President or another
officer, preside at all meetings of shareholders, and shall have
such authority and shall perform such other duties as may be
determined by the Board of Directors.

SECTION 4. President.The President shall
preside at all meetings of the shareholders and at all meetings
of the Board of Directors, except for meetings at which the
Chairman of the Board, if any, presides in accordance with the
preceding Section. Subject to directions of the Board of

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Directors and to the delegation by the Board of
Directors to the Chairman of the Board of specific or general
executive supervision, the President shall have general
executive supervision over the property, business, and affairs
of the Company. He may execute all authorized deeds, mortgages,
bonds, contracts, and other obligations in the name of the
Company and shall have such other authority and shall perform
such other duties as may be determined by the Board of Directors.


SECTION 5. Vice Presidents. The Vice
Presidents shall, respectively, have such authority and perform
such duties as may be determined by the Board of Directors.

SECTION 6. Secretary. The Secretary shall
keep the minutes of meetings of the shareholders and of the
Board of Directors. He shall keep such books as may be required
by the Board of Directors, shall give notices of meetings of the
shareholders and of meetings of the Board of Directors required
by law or by these Regulations or otherwise, and shall have such
authority and shall perform such other duties as may be
determined by the Board of Directors.

SECTION 7. Treasurer. The Treasurer shall
receive and have in charge all money, bills, notes, bonds,
securities of other corporations, and similar property belonging
to the Company and shall do with this property as may be ordered
by the Board of Directors. He shall keep accurate financial
accounts and hold them open for the inspection and examination
of the Directors and shall have such authority and shall perform
such other duties as may be determined by the Board of Directors.

SECTION 8. Other Officers. The Assistant
Secretaries and Assistant Treasurers, if any, and any other
officers whom the Board of Directors may elect shall,
respectively, have such authority and perform such duties as may
be determined by the Board of Directors.

SECTION 9. Delegation of Authority and
Duties. The Board of Directors is authorized to delegate the
authority and duties of any officers to any other officer and
generally to control the actions of the officers and to require
the performance of duties in addition to those mentioned herein.

ARTICLE IV

COMPENSATION OF AND TRANSACTIONS
WITH

DIRECTORS, OFFICERS, AND EMPLOYEES


SECTION 1. Directors and Members of
Committees. Members of the Board of Directors and members of
any committee of the Board of Directors shall, as such, receive
such compensation, which may be either a fixed sum for
attendance at each meeting of the Board of Directors or at each
meeting of the committee or stated compensation payable at
intervals, or shall otherwise be compensated as may be
determined by or pursuant to authority conferred by the Board of
Directors or any committee of the Board of Directors, which
compensation may be in different amounts for various members of
the Board of Directors or any committee. No member of the Board
of Directors and no members of any committee of the Board of
Directors shall be disqualified from being counted in the
determination of a quorum or from acting at any meeting of the
Board of Directors or of a committee of the Board of Directors
by reason of the fact that matters affecting his own
compensation as a Director, member of a committee of the Board
of Directors, officer, or employee are to be determined.

SECTION 2. Officers and Employees. The
compensation of officers and employees of the Company, or the
method of fixing their compensation, shall be determined by or
pursuant to authority conferred by the Board of Directors or any
committee of the Board of Directors. Compensation may include
pension, disability, and death benefits, and may be by way of
fixed salary, on the basis of earnings of the Company, any
combination thereof, or otherwise, as may be determined or
authorized from time to time by the Board of Directors or any
committee of the Board of Directors.

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SECTION 3. Transactions with Directors,
Officers, and Employees. No contract, act, or transaction
shall be void, or be voidable by the Company, for the reason
that it is between the Company and one or more of the directors,
officers, or employees of the Company or between the Company and
another corporation, partnership, joint venture, trust, or other
enterprise in which one or more of the directors, officers, or
employees of the Company are directors, trustees, or officers or
have a financial or personal interest or for the reason that one
or more interested directors, officers, or employees of the
Company participate in a vote at the meeting of the Board of
Directors or a committee thereof which authorizes the contract,
act, or transaction if, in any such case, the contract, act, or
transaction is approved, ratified or authorized in the manner
prescribed in these Regulations or by law.

ARTICLE V

INDEMNIFICATION

SECTION 1. Third Party Actions. The
Company 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, whether civil, criminal,
administrative, or investigative (other than an action or suit
by or in the right of the Company), by reason of the fact that
he is or was a director, officer, employee, or agent of the
Company, or is or was serving at the request of the Company as a
director, trustee, officer, employee, or agent of another
corporation, partnership, joint venture, trust, or other
enterprise, against expenses (including attorneys fees),
judgments, fines, and amounts paid in settlement actually and
reasonably incurred by him in connection with the action, suit,
or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interest
of the Company and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was
unlawful. 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 act in good faith and in a
manner which he reasonably believed to be in or not opposed to
the best interest of the Company or that, with respect to any
criminal action or proceeding, he had reasonable cause to
believe that his conduct was unlawful.




SECTION 2. Derivative Actions. The Company
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 or suit by or in the right of the Company to
procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee, or agent of the Company,
or is or was serving at the request of the Company as a
director, trustee, officer, employee, or agent of another
corporation, partnership, joint venture, trust, or other
enterprise, against expenses (including attorneys fees)
actually and reasonably incurred by him in connection with the
defense or settlement of the action or suit if he acted in good
faith and in a manner he reasonably believed to be in or not
opposed to be the best interests of the Company, except that no
indemnification shall be made in respect of any claim, issue, or
matter as to which that person shall have been finally adjudged
to be liable for negligence or misconduct in the performance of
his duty to the Company unless and only to the extent that the
Court of Common Pleas or the court in which such action or suit
was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances
of the case, that person is fairly and reasonably entitled to
indemnity for such expenses as the Court of Common Pleas or the
other court shall deem proper.




SECTION 3. Rights After Successful
Defense. To the extent that a director, trustee, officer,
employee, or agent has been successful on the merits or
otherwise in defense of any action, suit, or proceeding referred
to in Section 1 or Section 2, or in the defense of any
claim, issue, or matter therein, he shall be indemnified against
expenses (including attorneys fees) actually and
reasonably incurred by him in connection therewith.

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SECTION 4. Other Determinations of Rights.
Except in a situation governed by Section 3, any
indemnification under Section 1 or Section 2 (unless
ordered by a court) shall be made by the Company only as
authorized in the specific case upon a determination that
indemnification of the director, trustee, officer, employee, or
agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in Section 1 or
Section 2. The determination shall be made (a) by a
majority vote, at a meeting of directors, of those directors who
constitute a quorum and who were not and are not parties to or
threatened with any such action, suit, or proceeding or
(b) if such a quorum is not obtainable (or even if
obtainable) and a majority of disinterested directors so
directs, in a written opinion by independent legal counsel
(compensated by the Company) or (c) by the affirmative vote
in person or by proxy of the holders of record of a majority of
the shares held by persons who were not and are not parties to
or threatened with any such action, suit, or proceeding and
entitled to vote in the election of directors, without regard to
voting power which may thereafter exist upon a default, failure,
or other contingency or (d) by the Court of Common Pleas or
the court in which such action, suit, or proceeding was brought.




SECTION 5. Advances of Expenses. Expenses
(including attorneys fees) incurred in defending any
action, suit, or proceeding referred to in Section 1 or
Section 2 may be paid by the Company in advance of final
disposition of the action, suit, or proceeding, as authorized by
the Board of Directors in the specific case, upon receipt of an
undertaking by or on behalf of the director, trustee, officer,
employee, or agent to repay the amount unless it shall
ultimately be determined that he is entitled to be indemnified
by the Company.

SECTION 6. Purchase of Insurance. The
Company may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee, or agent of
the Company, or is or was serving at the request of the Company
as a director, trustee, officer, employee, or agent of another
corporation, partnership, joint venture, trust, or other
enterprise, against any liability asserted against him and
incurred by him in any capacity, or arising out of his status as
such, whether or not the Company would have the power to
indemnify him against liability under the provisions of this
Article or of the Ohio General Corporation Law.

SECTION 7. Mergers. In the case of a
merger into this Company of a constituent corporation which, if
its separate existence had continued, would have been required
to indemnify directors, trustees, officers, employees, or agents
in specified situation, any person who served as a director,
officer, employee, or agent of the constituent corporation, or
served at the request of the constituent corporation as a
director, trustee, officer, employee, or agent of another
corporation, partnership, joint venture, trust, or other
enterprise, shall be entitled to indemnification by this Company
(as the surviving corporation) to the same extent he would have
been entitled to indemnification by the constituent corporation,
if its separate existence had continued.




SECTION 8. Non-Exclusivity; Heirs. The
indemnification provided by this Article shall not be deemed
exclusive of any other rights to which a person seeking
indemnification may be entitled as a matter of law or under the
Articles of Incorporation, these Regulations, any agreement,
vote of shareholders or disinterested directors, any insurance
purchased by the Company, or otherwise, both as to action in his
official capacity and as to action in another capacity while
holding an office, and shall continue as to a person who has
ceased to be a director, trustee, officer, employee, or agent
and shall inure to the benefit of the heirs, executors, and
administrators of such a person.




ARTICLE VI

RECORD DATES

For any lawful purpose, including, without
limitation, the determination of the shareholders who are
entitled to receive notice of or to vote at a meeting of the
shareholders, the Board of Directors may fix a record date in
accordance with the provisions of the Ohio General Corporation
Law. The record date for the purpose of the determination of the
shareholders who are entitled to

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receive notice of or to vote at a meeting of the
shareholders shall continue to be the record date for all
adjournments of the meeting unless the Board of Directors or the
persons who shall have fixed the original record date shall
cause notice thereof and of the date to which the meeting shall
have been adjourned to be given to shareholders of record as of
the newly fixed date in accordance with the same requirements as
those applying to a meeting newly called. The Board of Directors
may close the share transfer books against transfers of shares
during the whole or any part of the period provided for in this
Article, including the date of the meeting of the shareholders
and the period ending with the date, if any, to which adjourned.
If no record date is fixed therefore, the record date for
determining the shareholders who are entitled to receive notice
of or to vote at a meeting of the shareholders shall be the date
next preceding the day on which notice is given or the date next
preceding the day on which the meeting is held, as the case may
be.


ARTICLE VII

CERTIFICATES FOR SHARES

SECTION 1. Form of Certificates and
Signatures. Each holder of shares shall be entitled to one
or more certificates, signed by the Chairman of the Board, the
President, or a Vice President and by the Secretary, an
Assistant Secretary, the Treasurer, or an Assistant Treasurer of
the Company, which shall certify the number and class of shares
held by him in the Company, but no certificate for shares shall
be executed or delivered until the shares are fully paid. When a
certificate is countersigned by an incorporated transfer agent
or registrar, the signature of any officer of the Company whose
manual or facsimile signature is affixed to a certificate ceases
to be that officer before the certificate is delivered, the
certificate nevertheless shall be effective in all respects when
delivered.

SECTION 2. Transfer of Shares. Shares of
the Company shall be transferable upon the books of the Company
by the holders thereof, in person, or by a duly authorized
attorney, upon surrender and cancellation of certificates for a
like number of shares of the same class or series, with duly
executed assignment and power of transfer endorsed thereon or
attached thereto, and with such proof of authenticity of the
signatures to such assignment and power of transfer as the
Company or its agents may reasonably require.

SECTION 3. Lost, Stolen, or Destroyed
Certificates. The Company may issue a new certificate for
shares in place of any certificate theretofore issued by it and
alleged to have been lost, stolen, or destroyed; the Board of
Directors may, however, in its discretion, require the owner, or
his legal representatives, to give the Company a bond containing
such terms as the Board of Directors may require to protect the
Company or any person injured by the execution and delivery of a
new certificate.

SECTION 4. Transfer Agent and Registrar.
The Board of Directors may appoint, or revoke the appointment
of, transfer agents and registrars and may require all
certificates for shares to bear the signatures of the transfer
agents and registrars, or any of them.

ARTICLE VIII

AUTHORITY TO TRANSFER AND VOTE
SECURITIES

The Chairman of the Board, the President, any
Vice President, the Secretary, the Treasurer of the Company, and
each such officer are authorized to sign the name of the Company
and to perform all acts necessary to effect a sale, transfer,
assignment, or other disposition of any shares, bonds, other
evidences of indebtedness or obligations, subscription rights,
warrants, or other securities of another corporation owned by
the Company and to issue the necessary powers of attorney; and
each such officer is authorized, on behalf of the Company, to
vote the securities, to

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appoint proxies with respect thereto, to execute
consents, waivers, and releases with respect thereto, or to
cause any such action to be taken.


ARTICLE IX

CORPORATE SEAL

The Ohio General Corporation Law provides in
effect that the absence of a corporate seal from any instrument
executed on behalf of the Company does not affect the validity
of the instrument; if in spite of that provision a seal is
imprinted on or attached, applied, or affixed to an instrument
by embossment, engraving, stamping, printing, typing, adhesion,
or other means, the impression of the seal on the instrument
shall be circular in form and shall contain the name of the
Company and the words corporate seal.

ARTICLE X

AMENDMENTS

These Regulations may be amended, or new
Regulations may be adopted, by the shareholders at a meeting
held for that purpose by the affirmative vote of the holders of
shares entitling them to exercise a majority of the voting power
on that proposal, or without a meeting by the written consent of
the holders of shares entitling them to exercise two-thirds of
the voting power on that proposal, except that, any amendment of
the first sentence of Section 2, ARTICLE 1, any amendment
of Section 8, ARTICLE I, any amendment of the first or
second sentence of Section 1, ARTICLE II, any amendment of
Section 3, ARTICLE II, and any amendment of this ARTICLE X
will require the affirmative vote of the holders of shares
entitling them to exercise eighty percent of the voting power on
that proposal, or without a meeting by the written consent of
the holders of shares entitling them to exercise eighty percent
of the voting power on that proposal, unless the Board of
Directors, by the vote of a majority of the Directors then in
office, approves the amendment. If the Regulations are amended
or new Regulations are adopted without a meeting of the
shareholders, the Secretary of the Company shall mail a copy of
the amendment or the new Regulations to each shareholder who
would have been entitled to vote thereon but did not participate
in the adoption thereof.

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