AMENDED AND RESTATED BYLAWS

                                       OF

                                  ANACOMP, INC.

                              As of April 25, 2002


                                   ARTICLE I
                            MEETINGS OF SHAREHOLDERS


          Section 1.1 Annual  Meetings.  Annual meetings of the  shareholders of
the  Corporation  shall be held at such hour and at such place within or without
the State of Indiana as shall be designated by the Board of Directors.

          Section 1.2 Special Meetings.  Special meetings of the shareholders of
the  Corporation  may be  called at any time by the  Board of  Directors  or the
President.  In  calling  such a special  meeting of  shareholders,  the Board of
Directors or the  President,  as the case may be,  calling a special  meeting of
shareholders  shall set the date, time, and place of such meeting,  which may be
held within or without the State of Indiana.

          Section 1.3 Notices.  A written  notice,  stating the date,  time, and
place of any meeting of the  shareholders,  and in the case of a special meeting
containing  a  description  of the purpose or purposes for which such meeting is
called,  shall be delivered or mailed by the  Secretary of the  Corporation,  to
each  shareholder of record of the Corporation  entitled to notice of or to vote
at such  meeting no fewer than ten (10) nor more than sixty (60) days before the
date  of  the  meeting,  or  as  otherwise  provided  by  the  Indiana  Business
Corporation  Law  ("Corporation  Law").  Notice of  shareholders'  meetings,  if
mailed,  shall be mailed,  postage  prepaid,  to each shareholder at his address
shown in the Corporation's current record of shareholders.  Only business within
the purpose or purposes  described  in the meeting  notice may be conducted at a
special meeting of shareholders.

          A shareholder or his proxy may at any time waive notice of any meeting
of  shareholders if the waiver is in writing and is delivered to the Corporation
for  inclusion  in the  minutes  or filing  with the  Corporation's  records.  A
shareholder's attendance at a meeting, whether in person or by proxy, (a) waives
objection  to lack of notice or  defective  notice of the  meeting,  unless  the
shareholder or his proxy at the beginning of the meeting  objects to holding the
meeting or  transacting  business at the  meeting,  and (b) waives  objection to
consideration  of a  particular  matter at the  meeting  that is not  within the
purpose or purposes  described in the meeting notice,  unless the shareholder or
his  proxy  objects  to  considering  the  matter  when  it is  presented.  Each
shareholder  who has in the manner above provided  waived notice or objection to
notice of the shareholders'  meeting shall be conclusively presumed to have been
given due notice of such meeting, including the purpose or purposes thereof.

          If an  annual or  special  shareholders'  meeting  is  adjourned  to a
different date, time or place,  notice need not be given of the new date,  time,
or place if the new  date,  time or place is  announced  at the  meeting  before
adjournment,  unless  a new  record  date  is or  must  be  established  for the
adjourned  meeting.  The Board of  Directors  must fix a new record  date if the
meeting is adjourned to a date more than one hundred twenty (120) days after the
date fixed for the original meeting.

          Section 1.4 Voting.  Except as otherwise  provided by the  Corporation
Law or the Corporation's  Articles of  Incorporation,  each share of the capital
stock of any class of the Corporation that is outstanding at the record date and
represented in person or by proxy at the annual or special meeting shall entitle
the record holder thereof, or his proxy, to one (1) vote on each matter voted on
at the meeting.

          Section 1.5 Quorum. Unless the Corporation's Articles of Incorporation
or the  Corporation  Law provide  otherwise,  at all meetings of  shareholders a
majority of the votes entitled to be cast on a matter,  represented in person or
by proxy,  constitutes a quorum for action on the matter. Action may be taken at
a  shareholders'  meeting only on matters with respect to which a quorum exists;
provided,  however,  that any  meeting  of  shareholders,  including  annual and
special meetings and any adjournments  thereof, may be adjourned to a later date
although  less than a quorum is  present.  Once a share is  represented  for any
purpose at a meeting, it is deemed present for quorum purposes for the remainder
of the meeting  and for any meeting  held  pursuant  to an  adjournment  of that
meeting unless a new record date is or must be set for that adjourned meeting.

          Section 1.6 Vote  Required to Take Action.  If a quorum exists as to a
matter to be  considered  at a meeting of  shareholders,  action on such  matter
(other than the election of  Directors)  is approved if the votes  properly cast
favoring the action exceed the votes  properly cast opposing the action,  unless
the  Corporation's  Articles of  Incorporation  or the Corporation Law require a
greater number of affirmative  votes.  Directors shall be elected by a plurality
of the votes properly cast.

          Section 1.7 Record Date. Only such persons shall be entitled to notice
or to vote, in person or by proxy, at any shareholders'  meeting as shall appear
as shareholders  upon the books of the Corporation as of such record date as the
Board of Directors shall determine,  which date may not be earlier than the date
seventy (70) days immediately  preceding the meeting unless otherwise  permitted
by the Corporation  Law. In the absence of such  determination,  the record date
shall be the fiftieth (50th) day immediately preceding the date of such meeting.
Unless  otherwise  provided  by the Board of  Directors,  shareholders  shall be
determined as of the close of business on the record date.

          Section  1.8  Proxies.  A  shareholder  may vote his shares  either in
person or by proxy.  A shareholder  may appoint a proxy to vote or otherwise act
for the shareholder  (including  authorizing the proxy to receive,  or to waive,
notice of any shareholders'  meetings within the effective period of such proxy)
by  signing an  appointment  form,  either  personally  or by the  shareholder's
attorney-in-fact.  An  appointment  of a proxy is effective when received by the
Secretary  or other  officer  or  agent  authorized  to  tabulate  votes  and is
effective for eleven (11) months unless a longer period is expressly provided in
the  appointment  form.  The proxy's  authority  may be limited to a  particular
meeting or may be general and authorize  the proxy to represent the  shareholder
at a meeting of  shareholders  held within the time provided in the  appointment
form.  An  appointment  of a proxy is  revocable by the  shareholder  unless the
appointment form conspicuously states that it is irrevocable and the appointment
is coupled with an interest.  Subject to the  Corporation Law and to any express
limitation  on the proxy's  authority  appearing on the face of the  appointment
form, the  Corporation is entitled to accept the proxy's vote or other action as
that of the shareholder making the appointment.

          Section 1.9. Notice of Shareholder Business at Meetings. At any annual
or special meeting of the shareholders, only such business shall be conducted as
shall have been  properly  brought  before the meeting.  To be properly  brought
before a meeting,  business  must be (a)  specified in the notice of meeting (or
any supplement  thereto) given by or at the direction of the Board of Directors,
(b) properly  brought  before the meeting by or at the direction of the Board of
Directors, (c) properly brought before an annual meeting by a shareholder or (d)
if, and only if, the notice of a special  meeting  provides  for  business to be
brought before the meeting by shareholders,  properly brought before the special
meeting by a shareholder.  For business to be properly  brought before an annual
or special  meeting by a  shareholder,  the  shareholder  must have given timely
notice thereof in writing to the Secretary of the  Corporation.  To be timely, a
shareholder's   notice  must  be  received  at  the  principal  offices  of  the
Corporation  no later  than  the  earlier  of (i) the date on which  shareholder
proposals  to be  included  in the  proxy  statement  must  be  received  by the
Corporation  under the  requirements of the Securities  Exchange Act of 1934, as
amended, and the rules promulgated  thereunder,  or (ii) 60 days before the date
of the meeting.  A  shareholder's  notice to the Secretary shall set forth as to
each matter the  shareholder  proposes  to bring  before the meeting (a) a brief
description  of the  business  desired to be brought  before the meeting and the
reasons for conducting  such business at the meeting,  (b) the name and address,
as they appear on the  Corporation's  books, of the  shareholder  proposing such
business,  (c) the class and  number  of  shares  of the  Corporation  which are
beneficially  owned by the  shareholder,  and (d) any  material  interest of the
shareholder  in such business.  Notwithstanding  anything in these Bylaws to the
contrary,  no business shall be conducted at an annual or special meeting except
for such business  properly  brought  before the meeting in accordance  with the
procedures  set forth in this  Section 1.9. The chairman of an annual or special
meeting shall,  if the facts warrant,  determine and declare to the meeting that
business  proposed to be brought before a shareholders  meeting was not properly
brought  before the meeting in  accordance  with the  provisions of this Section
1.9;  and if he or she  should so  determine,  he or she shall so declare to the
meeting and any such business not properly  brought before the meeting shall not
be transacted.


                                   ARTICLE II
                                    DIRECTORS

          Section 2.1 Number and Term. The business of the Corporation  shall be
managed by a Board of Directors consisting of at least six Directors and no more
than twelve Directors. The exact number of Directors of the Corporation shall be
fixed by the Board of Directors  within the range  established  by the preceding
sentence, and may be changed within that range from time to time by the Board of
Directors.  Each Director shall be elected for a term of office to expire at the
annual  meeting  of  shareholders  next  following  his  election.  Despite  the
expiration of a Director's  term, the Director shall continue to serve until his
successor  is  elected  and  qualified  or  until  the  earlier  of  his  death,
resignation,  disqualification,  or removal, or until there is a decrease in the
number of Directors. Any vacancy in the Board of Directors,  from whatever cause
arising,  including  any increase in the size of the Board of Directors as fixed
by the Board of  Directors,  shall be filled by  selection  of a successor  by a
majority vote of the remaining  members of the Board of Directors  (even if less
than a quorum);  provided,  however, that if such vacancy or vacancies leave the
Board of Directors  with no members or if the remaining  members of the Board of
Directors  are unable to agree upon a  successor  or  determine  not to select a
successor, such vacancy may be filled by a vote of the shareholders at a special
meeting called for that purpose or at the next annual  meeting of  shareholders.
The term of a Director elected or selected to fill a vacancy shall expire at the
end of the term for which such Director's predecessor was elected.


          The  Directors  and each of them shall have no  authority  to bind the
Corporation  except when acting as a Board of Directors or as a committee of the
Board of Directors to the extent permitted in Section 2.7 hereof.

          A majority  of the  members of the Board of  Directors  may elect from
among its  members a  Chairman  of the Board or up to two  members  to be each a
Co-Chairman  of the  Board.  The  Chairman  of the Board  shall  preside  at all
meetings of the  shareholders and the Board of Directors at which he is present.
In  addition,  the  Chairman  of the Board shall have and may  exercise  all the
powers and duties that are  incident to his position  that are  delegated to him
from time to time by the Board of Directors. Each Co-Chairman of the Board shall
have and may  exercise  all the powers and duties that a single  Chairman of the
Board could have or exercise,  and any reference to Chairman of the Board herein
shall, if applicable, include each Co-Chairman of the Board. The Chairman of the
Board may be an officer of the Corporation.

          Section 2.2 Quorum and Vote Required to Take Action. At least one-half
of the whole  Board of  Directors  (the  size of which  shall be  determined  in
accordance with the latest action of the Board of Directors fixing the number of
Directors)  shall be necessary to constitute a quorum for the transaction of any
business, except the filling of vacancies. If a quorum is present when a vote is
taken, the affirmative vote of a majority of the Directors  present shall be the
act of the Board of Directors, unless the act of a greater number is required by
the  Corporation  Law, the  Corporation's  Articles of  Incorporation,  or these
Bylaws.

          Section 2.3 Annual and Regular Meetings.  The Board of Directors shall
meet  annually,  without  notice,  on the same day as the annual  meeting of the
shareholders,  for the purpose of transacting such business as properly may come
before  the  meeting.  Other  regular  meetings  of the Board of  Directors,  in
addition to said meeting, may be held without notice of the date, time, place or
purpose of the  meeting or on such dates,  at such times,  and at such places as
shall be fixed by  resolution  adopted by the Board of  Directors  or  otherwise
communicated to the Directors.  The Board of Directors may at any time alter the
date for the next regular meeting of the Board of Directors.

          Section  2.4  Special  Meetings.  Special  meetings  of the  Board  of
Directors  may be called by any member of the Board of  Directors  upon not less
than forty-eight (48) hours' notice given to each Director of the date, time and
place of the  meeting,  which notice need not specify the purpose or purposes of
the  special  meeting.  Such  notice may be  communicated  in person  (either in
writing or orally), by telephone,  telegraph,  teletype or other form of wire or
wireless  communication or by mail, and shall be effective at the earlier of the
time of its receipt or, if mailed,  five (5) days after its  mailing.  Notice of
any  meeting of the Board of  Directors  may be waived in writing at any time if
the waiver is signed by the  Director  entitled  to the notice and is filed with
the minutes of corporate records. A Director's attendance at or participation in
a meeting waives any required notice to the Director of the meeting,  unless the
Director  at the  beginning  of the  meeting (or  promptly  upon the  Director's
arrival)  objects to holding the meeting or transacting  business at the meeting
and does not thereafter vote for or assent to action taken at the meeting.

          Section 2.5 Written  Consents.  Any action required or permitted to be
taken at any meeting of the Board of Directors may be taken without a meeting if
the action is taken by all members of the Board of Directors. The action must be
evidenced  by one (1) or more  written  consents  describing  the action  taken,
signed by each Director, and included in the minutes or filed with the corporate
records  reflecting  the action  taken.  Action  taken under this Section 2.5 is
effective when the last Director signs the consent, unless the consent specifies
a different  prior or  subsequent  effective  date,  in which case the action is
effective on or as of the  specified  date. A consent  signed under this Section
2.5 has the  effect  of a  meeting  vote  and  may be  described  as such in any
document.

          Section  2.6  Participation  by  Conference  Telephone.  The  Board of
Directors may permit any or all Directors to participate in a regular or special
meeting  by,  or  through  the use  of,  any  means  of  communication,  such as
conference  telephone,  by which all Directors  participating may simultaneously
hear each other during the  meeting.  A Director  participating  in a meeting by
such means shall be deemed to be present in person at the meeting.

Section 2.7    Committees.

          (a) The Board of Directors may create one (1) or more  committees  and
appoint members of the Board of Directors to serve on them, by resolution of the
Board of Directors adopted by a majority of all the Directors in office when the
resolution is adopted.  Each committee may have one (1) or more members, and all
the  members  of a  committee  shall  serve  at the  pleasure  of the  Board  of
Directors.

          (b)  To  the  extent  specified  by  the  Board  of  Directors  in the
resolutions  creating  a  committee,  each  committee  may  exercise  all of the
authority of the Board of  Directors;  provided,  however,  that a committee may
not:

          (i)       authorize dividends or other distributions as defined by the
                    Corporation Law, except a committee may authorize or approve
                    a reacquisition  of shares if done according to a formula or
                    method prescribed by the Board of Directors;

          (ii)      approve or propose to  shareholders  action that is required
                    to be approved by shareholders;

          (iii)     fill  vacancies  on the Board of  Directors or on any of its
                    committees;

          (iv)      amend the Corporation's Articles of Incorporation;

          (v)       adopt, amend, repeal, or waive provision of these Bylaws, or

          (vi)      approve a plan of merger not requiring shareholder approval.

          (c) Except to the extent inconsistent with the resolutions  creating a
committee,  Section 2.1 thorough  2.6 of these  Bylaws,  which govern  meetings,
action  without  meetings,  notice  and  waiver of  notice,  quorum  and  voting
requirements,  and telephone participation in meetings of the Board of Directors
apply to the committee and its members as well.


          Section 2.8. Nomination of Director Candidates.  Subject to the rights
of  holders  of any  class  or  series  of  Preferred  Stock  then  outstanding,
nominations  for the election of Directors may be made by the Board of Directors
or a  committee  appointed  by the  Board  of  Directors  or by any  shareholder
entitled  to  vote  in  the  election  of  Directors  generally.   However,  any
shareholder entitled to vote in the election of Directors generally may nominate
one or more persons for election as Directors at a meeting only if timely notice
of such  shareholder's  intent to make such  nomination or nominations  has been
given  in  writing  to  the  Secretary  of  the  Corporation.  To be  timely,  a
shareholder  nomination  for a  director  to be  elected  at a meeting  shall be
received by the Corporation's Secretary at the Corporation's principal executive
offices  not less  than  120  calendar  days in  advance  of the  date  that the
Corporation's  proxy  statement was released to  shareholders in connection with
the previous  year's annual  meeting of  shareholders,  except that if no annual
meeting was held in the previous year or the date of the annual meeting has been
changed  by more  than 30  calendar  days from the date of the  previous  year's
annual  meeting,  or in the  event  directors  are to be  elected  at a  special
meeting,  notice by a shareholder of a director  nomination to be timely must be
received  not later than the close of  business on the fifth day  following  the
earlier  of (i) the day on which  such  notice  of the date of the  meeting  was
mailed or (ii) the day on which public  disclosure of the holding of the meeting
was made (including  filing  preliminary or definitive  proxy materials with the
Securities and Exchange  Commission).  Each such notice shall set forth: (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 representation that the shareholder
is a holder  of  record  of stock of the  Corporation  entitled  to vote for the
election of Directors on the date of such notice and intends to appear in person
or by proxy at the meeting to nominate  the person or persons  specified  in the
notice;  (c) a description of all  arrangements  or  understandings  between the
shareholder and each 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;  (d) such other information  regarding each nominee proposed by
such  shareholder as would be required to be included in a proxy statement filed
pursuant to the proxy rules of the Securities and Exchange  Commission,  had the
nominee been nominated,  or intended to be nominated, by the Board of Directors;
and (e) the consent of each nominee to serve as a director of the Corporation if
so elected.

          In the  event  that a person is  validly  designated  as a nominee  in
accordance with this Section 2.8 and shall thereafter become unable or unwilling
to stand for election to the Board of  Directors,  the Board of Directors or the
shareholder  who  proposed  such  nominee,  as the case may be, may  designate a
substitute nominee upon delivery,  not fewer than five days prior to the date of
the  meeting  for the  election  of such  nominee,  of a  written  notice to the
Secretary  setting forth such information  regarding such substitute  nominee as
would have been  required  to be  delivered  to the  Secretary  pursuant to this
Section 2.8  had such substitute  nominee been initially  proposed as a nominee.
Such  notice  shall  include  a signed  consent  to serve as a  director  of the
Corporation, if elected, of each such substitute nominee.

          If  the  chairman  of  the  meeting  for  the  election  of  Directors
determines that a nomination of any candidate for election as a Director at such
meeting  was not made in  accordance  with  the  applicable  provisions  of this
Section 2.8,  such nomination shall be void; provided,  however, that nothing in
this Section 2.8  shall be deemed to limit any voting rights upon the occurrence
of dividend  arrearages  provided to holders of Preferred  Stock pursuant to the
designation for any series of Preferred Stock.



                                  ARTICLE III
                                    OFFICERS

          Section 3.1  Designation,  Selection,  and Terms.  The officers of the
Corporation  shall  consist of the  President  and the  Secretary.  The Board of
Directors may also elect Vice Presidents,  Assistant  Secretaries,  a Treasurer,
Assistant  Treasurers,  and such other officers or assistant  officers as it may
from time to time  determine by resolution  creating the office and defining the
duties thereof.  In addition,  the President may, from time to time,  create and
appoint  such  assistant  officers as he deems  desirable.  The  officers of the
Corporation  shall be elected by the Board of  Directors  (or  appointed  by the
President as provided  above) and need not be selected from among the members of
the  Board of  Directors.  Any two (2) or more  offices  may be held by the same
person.  All officers shall serve at the pleasure of the Board of Directors and,
with  respect to officers  appointed by the  President,  also at the pleasure of
such officer.  The election or  appointment of an officer does not itself create
contract rights.

          Section 3.2 Removal and  Vacancies.  The Board of Directors may remove
any  officer at any time with or without  cause.  An  officer  appointed  by the
President  may also be  removed  at any time,  with or  without  cause,  by such
officer.  Vacancies in such  offices,  however  occurring,  may be filled by the
Board of Directors at any meeting of the Board of Directors  (or by  appointment
by the President, to the extent provided in Section 3.1 of these Bylaws).

          Section  3.3  President.  The  President,  who need not be chosen from
among the Directors, shall be the Chief Executive Officer of the Corporation and
shall have general and active,  executive  management  of the  operations of the
Corporation,  subject,  however,  to the control of the Board of  Directors.  He
shall,  in general,  perform all duties  incident to the office of President and
such other  duties as from time to time may be  assigned  to him by the Board of
Directors.

          Section 3.4  Secretary.  The  Secretary  shall be the custodian of the
books, papers, and records of the Corporation and of its corporate seal, if any,
and shall be responsible for seeing that the  Corporation  maintains the records
required by the  Corporation  Law (other than  accounting  records) and that the
Corporation files with the Indiana Secretary of State the annual report required
by the Corporation Law. The Secretary shall be responsible for preparing minutes
of the  meetings  of the  shareholders  and of the  Board of  Directors  and for
authenticating records of the Corporation, and he shall perform all of the other
duties usual in the office of the Secretary of a corporation.


                                   ARTICLE IV
                                     CHECKS

          All  checks,  drafts,  or other  orders for  payment of money shall be
signed in the name of the  Corporation  by such  officers or persons as shall be
designated from time to time by resolution adopted by the Board of Directors and
included in the minute book of the Corporation.


                                   ARTICLE V
                                      LOANS

          Such of the officers of the  Corporation  as shall be designated  from
time to time by any resolution adopted by the Board of Directors and included in
the minute book of the Corporation  shall have the power,  with such limitations
thereon  as may be  fixed by the  Board of  Directors,  to  borrow  money in the
Corporation's  behalf,  to establish  credit,  to discount bills and papers,  to
pledge  collateral,  and to execute such notices,  bonds,  debentures,  or other
evidences of  indebtedness,  and such  mortgages,  trust  indentures,  and other
instruments in connection  therewith,  as may be authorized from time to time by
such Board of Directors.


                                   ARTICLE VI
                             EXECUTION OF DOCUMENTS

          The  President,   or  any  officer   designed  by  him,  may,  in  the
Corporation's name, sign all deeds, leases, contracts, or similar documents that
may be authorized  by the Board of Directors  unless  otherwise  directed by the
Board of Directors or otherwise provided herein or in the Corporation's Articles
of Incorporation, or as otherwise required by law.


                                   ARTICLE VII
                                      STOCK

          Section 7.1 Execution. Certificates for shares of the capital stock of
the  Corporation  shall be  signed  (either  manually  or in  facsimile)  by two
officers  designated from time to time by the Board of Directors and the seal of
the Corporation (or a facsimile  thereof),  if any, may be thereto affixed.  The
Corporation may issue and deliver any such certificate  notwithstanding that any
such officer who shall have signed, or whose facsimile signature shall have been
imprinted on, such certificate shall have ceased to be such officer.

          Section 7.2  Contents.  Each  certificate  shall state on its face the
name of the  Corporation and that it is organized under the laws of the State of
Indiana,  the name of the person to whom it is issued,  and the number and class
and the designation of the series, if any, of shares the certificate represents,
and,  whenever the  Corporation  is  authorized  to issue more than one class of
shares or different  series within a class,  each  certificate  issued after the
effectiveness  of such  authorization  shall further state  conspicuously on its
front or back  that the  Corporation  will  furnish  the  shareholder,  upon his
written  request and without  charge,  a summary of the  designations,  relative
rights, preferences, and limitations applicable to each class and series and the
authority  of  the  Board  of  Directors  to  determine  variations  in  rights,
preferences and limitations for future series.

          Section  7.3  Transfers.  Except as  otherwise  provided  by law or by
resolution of the Board of  Directors,  transfers of shares of the capital stock
of the  Corporation  shall be made only on the books of the  Corporation  by the
holder thereof in person or by duly authorized attorney, on payment of all taxes
thereon and surrender for  cancellation of the  certificate or certificates  for
such shares (except as hereinafter provided in the case of loss, destruction, or
mutilation  of  certificates)   properly  endorsed  by  the  holder  thereof  or
accompanied by the proper  evidence of succession,  assignment,  or authority to
transfer and delivered to the Secretary or an Assistant Secretary.

          Section 7.4 Stock  Transfer  Records.  There shall be entered upon the
stock records of the Corporation the number of each certificate issued; the name
and address of the registered holder of such certificate;  the number, kind, and
class or series of shares  represented by such  certificate;  the date of issue;
whether the shares are originally  issued or transferred;  the registered holder
from whom transferred;  and such other information as is commonly required to be
shown by such records. The stock records of the Corporation shall be kept at its
principal office, unless the Corporation appoints a transfer agent or registrar,
in which case the Corporation  shall keep at its principal office a complete and
accurate  shareholders'  list giving the name and addresses of all  shareholders
and the  number  and  class of  shares  held by  each.  If a  transfer  agent is
appointed by the  Corporation,  shareholders  shall give  written  notice of any
change in their addresses from time to time to the transfer agent.

          Section 7.5 Transfer Agents and Registrars. The Board of Directors may
appoint one or more transfer  agents and one or more  registrars and may require
each stock certificate to bear the signature of either or both.

          Section 7.6 Loss,  Destruction,  or  Mutilation of  Certificates.  The
holder of any of the capital stock of the Corporation shall  immediately  notify
the  Corporation  of any loss,  destruction,  or mutilation  of the  certificate
therefor, and the Board of Directors may, in its discretion,  cause to be issued
to him a new  certificate  or  certificates  of stock upon the  surrender of the
mutilated certificate, or, in the case of loss or destruction, upon satisfactory
proof  of  such  loss  or  destruction.  The  Board  of  Directors  may,  in its
discretion, require the holder of the lost or destroyed certificate or his legal
representative  to give the Corporation a bond in such sum and in such form, and
with such surety or sureties as it may direct, to indemnify the Corporation, its
transfer agents, and its registrars,  if any, against any claim that may be made
against them or any of them with respect to the capital stock represented by the
certificate  or  certificates  alleged to have been lost or  destroyed,  but the
Board of Directors may, in its discretion,  refuse to issue a new certificate or
certificate, save upon the order of a court having jurisdiction in such matters.

          Section  7.7  Form of  Certificates.  The form of the  certificate  of
shares of the capital stock of the Corporation shall conform to the requirements
of Section 7.2 of these Bylaws and be in such printed form as shall from time to
time be approved by resolution of the Board of Directors.

          Section 7.8 Direct Registration System.  Nothing in these Bylaws shall
be  construed  as  limiting  the  authority  of the  Board of  Directors  of the
Corporation to authorize a direct  registration  system whereby the registration
of the  issuance  and transfer of any or all of the shares of any or all classes
of capital stock of the Corporation (or of any or all series of such shares) may
be entered in the  Corporation's  stock records in  book-entry  form without the
issuance of certificates therefor.


                                  ARTICLE VIII
                                      SEAL

          The corporate seal of the Corporation shall, if the Corporation elects
to have one, be in the form of a disc,  with the name of the  Corporation on the
periphery  thereof  and the word  "SEAL" in the  center.  However,  the use of a
corporate seal or an impression  thereof is not required and does not affect the
validity of any instrument whatsoever.


                                   ARTICLE IX
                                  MISCELLANEOUS

          Section 9.1 Corporation  Law. The provision of the Corporation Law, as
amended, applicable to all matters relevant to, but not specifically covered by,
these Bylaws are hereby, by reference,  incorporated in and made a part of these
Bylaws.

          Section 9.2 Fiscal Year. The fiscal year of the Corporation  shall end
on the 30th of September of each year.

          Section 9.3 Business Combination Chapter Applicable. The provisions of
the Business  Combinations Chapter of the Corporation Law (Indiana Code 23-1-43)
are  applicable  to  the  Corporation.  The  provisions  of the  Control  Shares
Acquisition   Chapter  of  the   Corporation  Law  (Indiana  Code  23-1-42)  are
inapplicable to "control share  acquisitions"  (as therein defined) of shares of
the Corporation.

          Section  9.4  Definition  of  Articles  of  Incorporation.   The  term
"Articles  of  Incorporation"  as used in these  Bylaws  means the  Amended  and
Restated  Articles of Incorporation  of the Corporation,  as further amended and
restated from time to time.

          Section 9.5  Amendments.  These Bylaws may be rescinded,  changed,  or
amended,  and  provisions  hereof may be waived,  at any meeting of the Board of
Directors by the affirmative  vote of a majority of the number of Directors then
in  office  at the  time,  except as  otherwise  required  by the  Corporation's
Articles of Incorporation or by the Corporation Law.