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                                                                     Exhibit 3.2

                                                               AS PROPOSED TO BE
                                                            AMENDED AND RESTATED
                                                                OCTOBER 29, 2003

                                     BYLAWS

                                       OF

                        COMMUNITY SHORES BANK CORPORATION

                   (AS AMENDED AND RESTATED OCTOBER 29, 2003)

                                   ARTICLE I.
                                     OFFICES

         SECTION 1.        PRINCIPAL OFFICE. The principal office shall be in
Roosevelt Park, State of Michigan.

         SECTION 2.        OTHER OFFICES. The Corporation may also have offices
at such other places both within and without the State of Michigan as the board
of directors may from time to time determine or the business of the Corporation
may require.

                                   ARTICLE II.
                            MEETINGS OF SHAREHOLDERS

         SECTION 1.        TIMES AND PLACES OF MEETINGS. All meetings of the
shareholders shall be held at such times and places, within or without the State
of Michigan, as may be fixed from time to time by the board of directors. If no
designation of the place of a meeting is made, such meeting shall be held at the
principal office of the Corporation in Roosevelt Park, Michigan.

         SECTION 2.        ANNUAL MEETINGS. Annual meetings of the shareholders
shall be held each year at such time on such business day in the month of April
or May as may be designated by the board of directors, or if no such designation
is made, at 2 p.m. on the second Thursday in May, or if that day is a legal
holiday, then on the next succeeding business day at such place and hour as
shall be fixed by the board of directors.

         SECTION 3.        SPECIAL MEETINGS. Special meetings of the
shareholders may be called by resolution of a majority of the board of directors
or by the Chairman of the Board and shall be held on a date fixed by the board
of directors or the Chairman of the Board.

         SECTION 4.        NOTICE OF MEETINGS. Written notice of the date, time,
place, if any, and purposes of a shareholder meeting shall be given not less
than 10 nor more than 60 days before the date of the meeting, either personally,
by mail, or, if authorized by the board of directors, by a form of electronic
transmission to which the shareholder has consented, to each shareholder of

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record entitled to vote at the meeting. For the purposes of these bylaws,
"electronic transmission" means any form of communication that does not directly
involve the physical transmission of paper, that creates a record that may be
retained and retrieved by the recipient and that may be reproduced in paper form
by the recipient through an automated process. Notice of the purposes of the
meeting shall include notice of any shareholder proposals that are proper
subjects for shareholder action and are intended to be presented by shareholders
who have notified the corporation in writing of their intention to present the
proposals at the meeting in accordance with these bylaws. Notice of a meeting
need not be given to any shareholder who signs a waiver of notice before or
after the meeting. Attendance of a shareholder at a meeting shall constitute
both (a) a waiver of notice or defective notice except when the shareholder
attends a meeting for the express purpose of objecting, at the beginning of the
meeting, to holding the meeting or transacting any business because the meeting
has not been lawfully called or convened, and (b) a waiver of objection to
consideration of a particular matter at the meeting that is not within the
purpose or purposes described in the meeting notice, except when the shareholder
objects to considering the matter when it is presented.

         SECTION 5.        SHAREHOLDER PROPOSALS. Except as otherwise provided
by statute, the Corporation's Articles of Incorporation, or these bylaws:

                  (a)      No matter may be presented for shareholder action at
         an annual or special meeting of shareholders unless such matter is: (i)
         specified in the notice of the meeting (or any supplement to the
         notice) given by or at the direction of the board of directors; (ii)
         otherwise presented at the meeting by or at the direction of the board
         of directors; (iii) properly presented for action at the meeting by a
         shareholder in accordance with the notice provisions set forth in this
         Section and any other applicable requirements; or (iv) a procedural
         matter presented, or accepted for presentation, by the chairman of the
         meeting in his sole discretion.

                  (b)      For a matter to be properly presented by a
         shareholder, the shareholder must have given timely notice of the
         matter in writing to the Secretary of the Corporation. To be timely,
         the notice must be delivered to or mailed to and received at the
         principal executive offices of the Corporation not less than 120
         calendar days prior to the date corresponding to the date of the
         Corporation's proxy statement or notice of meeting released to
         shareholders in connection with the last preceding annual meeting of
         shareholders in the case of an annual meeting (unless the Corporation
         did not hold an annual meeting within the last year, or if the date of
         the upcoming annual meeting changed by more than 30 days from the date
         of the last preceding meeting, then the notice must be delivered or
         mailed and received not more than 10 days after the earlier of the date
         of the notice of the meeting or public disclosure of the date of the
         meeting), and not more than 10 days after the earlier of the date of
         the notice of the meeting or public disclosure of the date of the
         meeting in the case of a special meeting. The notice by the shareholder
         must set forth: (i) a brief description of the matter the shareholder
         desires to present for shareholder action; (ii) the name and record
         address of the shareholder proposing the matter for shareholder action;
         (iii) the class and number of shares of capital stock of the
         Corporation that are beneficially owned by the shareholder; and (iv)
         any material interest of the shareholder in the matter proposed for
         shareholder action. For

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         purposes of this Section, "public disclosure" means disclosure in a
         press release reported by the Dow Jones News Service, Associated Press
         or other comparable national financial news service or in a document
         publicly filed by the Corporation with the Securities and Exchange
         Commission pursuant to Section 13, 14, or 15 of the Securities Exchange
         Act of 1934, as amended.

         SECTION 6.        SHAREHOLDER LIST. The officer or agent who has charge
of the stock ledger of the Corporation shall prepare and make a complete list of
the shareholders entitled to vote at each meeting, arranged by class or series
of shares in alphabetical order, showing the address of and the number of shares
registered in the name of each shareholder. The list shall be produced and kept
at the time and place of the meeting and may be inspected during the whole time
of the meeting by any shareholder who is present at the meeting.

         SECTION 7.        QUORUM. Unless a greater or lesser quorum is provided
in the Articles of Incorporation or bylaw, shares entitled to cast a majority of
the votes at a meeting constitute a quorum at the meeting. Except when the
holders of a class or series of shares are entitled to vote separately on an
item of business, shares of all classes and series entitled to vote shall be
combined as a single class and series for the purpose of determining a quorum.
When the holders of a class or series of shares are entitled to vote separately
on an item of business, shares of that class or series entitled to cast a
majority of the votes of that class or series at a meeting constitute a quorum
of that class or series at the meeting, unless a greater or lesser quorum is
provided in the Articles of Incorporation or by law. If there is no quorum, the
officer of the Corporation presiding as chairman of the meeting shall have the
power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum is present, when any business may be
transacted which might have been transacted at the meeting as first convened had
there been a quorum. However, if the adjournment is for more than thirty (30)
days, or if after the adjournment the board fixes a new record date for the
adjourned meeting, notice of the time, place and purposes of such meeting shall
be given to each shareholder of record on the new record date. Once a quorum is
determined to be present, the shareholders present in person or by proxy at such
meeting may continue to do business until adjournment, notwithstanding the
withdrawal of enough shareholders to leave less than a quorum. If a meeting is
adjourned solely for the purpose of receiving the results of voting by
shareholders, such meeting need not be reconvened. If not reconvened, such
meeting shall stand adjourned pending submission of the results of voting to the
Secretary of the Corporation, whereupon such meeting shall stand adjourned until
the next regular or special meeting of shareholders.

         SECTION 8.        VOTE REQUIRED. When a quorum is present at a meeting,
any action to be taken by a vote of the shareholders, other than the election of
directors, shall be authorized by a majority of the votes cast by the holders of
shares entitled to vote on the action, unless a greater vote is required by the
Articles of Incorporation or express provision of statute. Except as otherwise
provided by the Articles of Incorporation, directors shall be elected by a
plurality of the votes cast at an election.

         SECTION 9.        VOTING RIGHTS. Except as otherwise provided by the
Articles of Incorporation or the resolution or resolutions of the board of
directors creating any class of stock,

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each shareholder shall at every meeting of the shareholders be entitled to one
vote in person or by proxy for each share of the capital stock having voting
power held by such shareholder.

         SECTION 10.       PROXIES. A shareholder entitled to vote at a
shareholder meeting or to express consent or dissent without a meeting may
authorize one or more other persons to act for the shareholder by proxy only by
one of the following methods:

                  (a)      The execution of a writing authorizing another person
         or persons to act for the shareholder as proxy. Execution may be
         accomplished by the shareholder or by an authorized officer, director,
         employee, or agent of the shareholder by either signing the writing or
         causing his or her signature to be affixed to the writing by any
         reasonable means including, but not limited to, facsimile signature; or

                  (b)      Transmitting or authorizing the transmission of a
         telegram, cablegram, or other means of electronic transmission to the
         person who will hold the proxy or to a proxy solicitation firm, proxy
         support service organization, or similar agent fully authorized by the
         person who will hold the proxy to receive that transmission. Any
         telegram, cablegram, or other means of electronic transmission must
         either set forth or be submitted with information from which it can be
         determined that the telegram, cablegram, or other electronic
         transmission was authorized by the shareholder. If a telegram,
         cablegram, or other electronic transmission is determined to be valid,
         the inspectors, or, if there are no inspectors, the persons making the
         determination shall specify the information upon which they relied.

         A copy, facsimile telecommunication, or other reliable reproduction of
the writing or transmission created pursuant to subsections (a) or (b) may be
substituted or used in lieu of the original writing or transmission for any
purpose for which the original writing or transmission could be used, if the
copy, facsimile telecommunication, or other reproduction is a complete
reproduction of the entire original writing or transmission.

         A proxy is not valid after the expiration of three years from its date
unless otherwise provided in the proxy. A proxy must be filed with the
Corporation at or before the meeting.

         SECTION 11.       CONDUCT OF MEETINGS. Meetings of shareholders
generally shall follow accepted rules of parliamentary procedure, subject to the
following:

                  (a)      The chairman of the meeting shall have absolute
         authority over matters of procedure, and there shall be no appeal from
         the ruling of the chairman. If, in his or her absolute discretion, the
         chairman deems it advisable to dispense with the rules of parliamentary
         procedure as to any meeting of shareholders or part thereof, he or she
         shall so state and shall clearly state the rules under which the
         meeting or appropriate part thereof shall be conducted.

                  (b)      If disorder should arise which, in the absolute
         discretion of the chairman, prevents the continuation of the legitimate
         business of the meeting, the chairman may quit the chair and announce
         the adjournment of the meeting, and upon his or her so

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         doing, the meeting is immediately adjourned without the necessity of
         any vote or further action of the shareholders.

                  (c)      The chairman may require any person who is not a bona
         fide shareholder of record on the record date, or a validly appointed
         proxy of such a shareholder, to leave the meeting.

                  (d)      The chairman may introduce nominations, resolutions
         or motions submitted by the board of directors for consideration by the
         shareholders without a motion or second. Except as the chairman shall
         direct, a resolution or motion not submitted by the board of directors
         shall be considered for a vote only if presented in the manner provided
         in Article II, Section 5, of these bylaws.

                  (e)      When all shareholders present at a meeting in person
         or by proxy have been offered an opportunity to vote on any matter
         properly before a meeting, the chairman may at his or her discretion
         declare the polls to be closed, and no further votes may be cast or
         changed after such declaration. If no such declaration is made by the
         chairman, the polls shall remain open and shareholders may cast
         additional votes or change votes until the inspectors of election have
         delivered their final report to the chairman.

                  (f)      When the chairman has declared the polls to be closed
         on all matters then before a meeting, the chairman may declare the
         meeting to be adjourned pending determination of the results by the
         inspectors of election. In such event, the meeting shall be considered
         adjourned for all purposes, and the business of the meeting shall be
         finally concluded upon delivery of the final report of the inspectors
         of election to the chairman at or after the meeting.

                  (g)      When the chairman determines that no further matters
         may properly come before a meeting, he or she may declare the meeting
         to be adjourned, without motion, second, or vote of the shareholders.

                  (h)      When the chairman has declared a meeting to be
         adjourned, unless the chairman has declared the meeting to be adjourned
         until a later date, no further business may properly be considered at
         the meeting even though shareholders or holders of proxies representing
         a quorum may remain at the site of the meeting.

         SECTION 12.       INSPECTORS OF ELECTION. The board of directors or, if
they shall not have so acted, the chairman, may appoint at or prior to any
meeting of shareholders one or more persons (who may be directors or employees
of the Corporation) to serve as inspectors of election. The inspectors so
appointed shall determine the number of shares outstanding and the voting power
of each, the shares represented at the meeting, the existence of a quorum, the
validity and effect of proxies, and shall receive votes or ballots, hear and
determine challenges and questions arising in connection with the right to vote,
count and tabulate votes or ballots, determine the result, and do such acts as
are proper to conduct the election or vote with fairness to all shareholders.

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         SECTION 13.       VOTING. When any vote is taken by written ballot at
any meeting of shareholders, an unrevoked proxy submitted in accordance with its
terms shall be accepted in lieu of, and shall be deemed to constitute, a written
ballot marked as specified in such proxy.

                                  ARTICLE III.
                                   RECORD DATE

         SECTION 1.        FIXING OF RECORD DATE BY BOARD. For the purpose of
determining the shareholders entitled to notice of or to vote at any meeting of
shareholders, or any adjournment thereof, or to express consent to or dissent
from any corporate action in writing without a meeting, or for the purpose of
determining shareholders entitled to receive payment of any dividend or the
distribution or allotment of any rights or evidences of interests arising out of
any change, conversion or exchange of capital stock, or for the purpose of any
other action, the board of directors may fix, in advance, a date as the record
date for any such determination of shareholders. Such date shall not be more
than sixty (60) days nor less than ten (10) days before the date of any such
meeting, nor more than sixty (60) days prior to the effectuation of any other
action proposed to be taken. Only shareholders of record on a record date so
fixed shall be entitled to notice of, and to vote at, such meeting or to receive
payment of any dividend or the distribution or allotment of any rights or
evidences of interests arising out of any change, conversion or exchange of
capital stock.

         SECTION 2.        PROVISION FOR RECORD DATE IN THE ABSENCE OF BOARD
ACTION. If a record date is not fixed by the board of directors: (a) the record
date for determination of shareholders entitled to notice of or to vote at a
meeting of shareholders shall be the close of business on the day next preceding
the day on which notice is given, or, if no notice is given, the day next
preceding the day on which the meeting is held; and (b) the record date for
determining shareholders entitled to express consent to corporate action in
writing, without a meeting, when no prior action by the board of directors is
necessary, shall be the day on which the first written consent is expressed; and
(c) the record date for determining shareholders for any other purpose shall be
the close of business on the day on which the resolution of the board relating
thereto is adopted.

         SECTION 3.        ADJOURNMENTS. When a determination of shareholders of
record entitled to notice of or to vote at a meeting of shareholders has been
made as provided in this Article, the determination applies to any adjournment
of the meeting, unless the board fixes a new record date for the adjourned
meeting.

                                   ARTICLE IV.
                                    DIRECTORS

         SECTION 1.        NUMBER AND QUALIFICATION OF DIRECTORS. Each director
shall be at least twenty-one (21) years of age. A director need not be a
shareholder, a citizen of the United States, or a resident of the State of
Michigan. The number of directors shall be fixed by resolution of the board of
directors as provided in the Articles of Incorporation.

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         SECTION 2.        VACANCIES. Vacancies and newly created directorships
resulting from any increase in the authorized number of directors shall be
filled in the manner provided in the Articles of Incorporation.

         SECTION 3.        POWERS. The business and affairs of the Corporation
shall be managed by its board of directors which may exercise all such powers of
the Corporation and do all such lawful acts and things as are not by statute or
by the Articles of Incorporation or by these Bylaws directed or required to be
exercised or done by the shareholders.

         SECTION 4.        FEES AND EXPENSES. The directors may be paid their
expenses, if any, of attendance at each meeting of the board of directors and
may be paid a fixed sum for attendance at each meeting of the board of directors
or a stated salary as director. No such payment shall preclude any director from
serving the Corporation in any other capacity and receiving compensation
therefor. Members of special or standing committees may be allowed like
compensation for attending committee meetings.

         SECTION 5.        RESIGNATION AND REMOVAL. Any director may resign at
any time and such resignation shall take effect upon receipt of written notice
thereof by the Corporation, or at such subsequent time as set forth in the
notice of resignation. Directors may be removed only as provided by statute or
the Articles of Incorporation.

                                   ARTICLE V.
                              MEETINGS OF DIRECTORS

         SECTION 1.        PLACE OF MEETINGS. The board of directors of the
Corporation may hold meetings, both regular and special, either within or
without the State of Michigan.

         SECTION 2.        FIRST MEETING OF NEWLY ELECTED BOARD. The first
meeting of each newly elected board of directors shall be held immediately
following the annual meeting of shareholders, and no notice of such meeting
shall be necessary to the newly elected directors to legally constitute the
meeting, provided a quorum shall be present. In the event such meeting is not
held immediately following the annual meeting of shareholders, the meeting may
be held at such time and place as shall be specified in a notice given as
hereinafter provided for special meetings of the board of directors, or as shall
be specified in a written waiver signed by all of the directors.

         SECTION 3.        REGULAR MEETINGS. Regular meetings of the board of
directors may be held with or without notice at such time and at such place as
shall from time to time be determined by the board.

         SECTION 4.        SPECIAL MEETINGS. Special meetings of the board may
be called by the Chairman of the Board or the President on two (2) days' notice
to each director, either personally, by mail or by electronic transmission to
which the director has consented; special

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meetings shall be called by the Chairman of the Board or the President in like
manner and on like notice on the written request of two (2) directors.

         SECTION 5.        PURPOSE NEED NOT BE STATED. Neither the business to
be transacted at, nor the purpose of, any regular or special meeting of the
board of directors need be specified in the notice of such meeting.

         SECTION 6.        QUORUM. At all meetings of the board of directors a
majority of the total number of directors shall constitute a quorum for the
transaction of business, and the acts of a majority of the directors present at
any meeting at which there is a quorum shall be the acts of the board of
directors, except as may be otherwise specifically provided by statute or by the
Articles of Incorporation. If a quorum is not present at any meeting of the
board of directors, the directors present thereat may adjourn the meeting from
time to time, without notice other than announcement at the meeting, until a
quorum is present.

         SECTION 7.        ACTION WITHOUT A MEETING. Any action required or
permitted to be taken at a meeting of the board of directors 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 or by electronic transmission. The written consents shall be filed with
the minutes of the board or committee. The consent has the same effect as a vote
of the board or committee at a meeting duly called and held on any effective
date specified in the consent or, if none, the date on which the last required
consent is received by the Corporation for all purposes.

         SECTION 8.        ELECTRONIC PARTICIPATION IN MEETING. A member of the
board of directors or of a committee of the board may participate in a meeting
by means of conference telephone or other means of remote communication through
which all persons participating in the meeting can communicate with each other.
Such participation in a meeting constitutes presence in person at the meeting. A
director must be permitted to participate in a meeting by such means if the
director so requests.

         SECTION 9.        WAIVER OF NOTICE. Attendance of a director at or
participation in a meeting of the board of directors or any committee
constitutes a waiver of notice of the meeting, except where a director attends a
meeting for the express purpose of objecting, at the beginning of the meeting or
upon his or her arrival, to the meeting or the transaction of any business
because the meeting has not lawfully been called or convened, and the person
does not thereafter vote for or assent to any action taken at the meeting.
Notice of any meeting of the board or a committee need not be given to any
person entitled thereto who waives such notice in writing or by electronic
transmission, either before or after the meeting.

         SECTION 10.       EXECUTIVE SESSION. An executive session of the Board
of Directors may be held at any regular or special meeting of the Board of
Directors at the request of the Chairman of the Board, any Vice Chairman of the
Board, or any two directors. Directors who are employees of the Corporation or
any of its subsidiaries shall be excused from and not be present during an
executive session. No notice of a meeting held in executive session need be
given if the executive session is held during or immediately following a meeting
of the Board of

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Directors. The Chairman of the Board, any Vice Chairman of the Board, or any two
Directors may call a special meeting of the Board of Directors to be held only
in executive session. Notice of a special meeting to be held only in executive
session shall be given to all Directors in the manner provided in these Bylaws
for special meetings of the Board of Directors. The Chairman of the Board, if
present, the more senior Vice Chairman of the Board present, or a director
selected by the directors in executive session shall serve as chairman of the
meeting in executive session. The Board of Directors meeting in executive
session will be a committee of the Board of Directors which will have, and may
exercise, the full power and authority of the Board of Directors, including
without limitation the power and authority to declare distributions and
dividends and to authorize the issuance of stock.

                                   ARTICLE VI.
                             COMMITTEES OF DIRECTORS

         SECTION 1.        COMMITTEES. The board of directors may from time to
time appoint committees, whose membership shall consist of such members of the
board of directors as it may deem advisable, to serve at the pleasure of the
board. The board of directors may also appoint directors to serve as alternates
for members of each committee in the absence or disability of regular members.
The board of directors may fill any vacancies in any committee as they occur.

         SECTION 2.        EXECUTIVE COMMITTEE. The Executive Committee, if
there is one, shall have and may exercise the full powers and authority of the
board of directors in the management of the business affairs and property of the
Corporation during the intervals between meetings of the board of directors. The
Executive Committee shall also have the power and authority to declare
distributions and dividends and to authorize the issuance of stock.

         SECTION 3.        AUDIT COMMITTEE. The Audit Committee will perform the
function of an audit committee for the Corporation and each of it's subsidiaries
as that function is defined in the Audit Committee Charter adopted by the board
of directors from time to time. The Audit Committee shall have the authority,
responsibilities and powers provided in the Audit Committee Charter, any
resolutions adopted by the board of directors from time to time, and any
applicable laws and regulations. The members of the Audit Committee shall have
the qualifications set forth in the Audit Committee Charter, any resolutions
adopted by the board of directors from time to time, and any applicable laws and
regulations.

         SECTION 4.        COMPENSATION COMMITTEE. The Compensation Committee
will perform the function of a compensation committee for the Corporation and
each of its subsidiaries as that function is defined in the Compensation
Committee Charter adopted by the board of directors from time to time. The
Compensation Committee shall have the authority, responsibilities, and powers
provided in the Compensation Committee Charter, any resolutions adopted by the
board of directors from time to time, and any applicable laws and regulations.
The members of the Compensation Committee shall have the qualifications set
forth in the Compensation Committee Charter, any resolutions adopted by the
board of directors from time to time, and any applicable laws and regulations.

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         SECTION 5.        GOVERNANCE COMMITTEE. The Governance Committee will
perform the function of a governance and nominations committee for the
Corporation and each of its subsidiaries as that function is defined in the
Governance Committee Charter adopted by the board of directors from time to
time. The Governance Committee shall have the authority, responsibilities, and
powers provided in the Governance Committee Charter, any resolutions adopted by
the board of directors from time to time, and any applicable laws and
regulations. The members of the Governance Committee shall have the
qualifications set forth in the Governance Committee Charter, any resolutions
adopted by the board of directors from time to time, and any applicable laws and
regulations.

         SECTION 6.        OTHER COMMITTEES. The board of directors may
designate such other committees as it may deem appropriate, and such committees
shall exercise the authority delegated to them.

         SECTION 7.        MEETINGS. Each committee provided for above shall
meet as often as its business may require and may fix a day and time for regular
meetings, notice of which shall not be required. Whenever the day fixed for a
meeting shall fall on a holiday, the meeting shall be held on the following
business day or on such other day as the chairman of the committee may
determine. Special meetings of committees may be called by any member, and
notice thereof may be given to the members personally, by telephone, by mail, or
by electronic transmission. A majority of the members of a committee shall
constitute a quorum for the transaction of the business of the committee. A
record of the proceedings of each committee shall be kept and presented to the
board of directors.

         SECTION 8.        SUBSTITUTES. 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 any other member of the board who has the qualifications, if
any, set forth in the committee charter to act at the meeting in place of such
absent or disqualified member.

                                  ARTICLE VII.
                          OFFICERS AND TITLED POSITIONS

         SECTION 1.        APPOINTMENT OF OFFICERS. The board of directors at
its first meeting after the annual meeting of shareholders, or as soon as
practicable after the election of directors in each year, shall appoint from its
number a Chairman of the Board. The board of directors shall also appoint a
President, a Secretary, and a Treasurer, all of whom shall be officers of the
Corporation. The board of directors may also appoint and expressly designate
such other individuals as it may deem proper to be officers of the Corporation,
with such titles as the board of directors may deem appropriate. If the offices
of Chairman of the Board and President are held by a single person, that officer
shall be the Chief Executive Officer of the Corporation; if not, the board of
directors shall designate either the Chairman of the Board or the President to
be the Chief Executive Officer of the Corporation. The dismissal of an officer,
the appointment of an officer to fill the office of one who has been dismissed
or has ceased for any reason to be an officer, the appointment of any additional
officers, and the change of an officer to a different or

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additional office, may be made by the board of directors at any later meeting.
Any two or more offices may be filled by the same person.

         SECTION 2.        APPOINTMENTS TO TITLED POSITIONS. The board of
directors or the Chief Executive Officer may from time to time appoint
individuals to fill titled positions. Holders of titled positions who may from
time to time be appointed pursuant to this Section shall hold such titles as are
assigned by the board of directors or the Chief Executive Officer and shall
perform such duties and exercise such authority as may be assigned by the board
of directors or the Chief Executive Officer. Dismissal of the holder of a titled
position, appointment of a replacement for a holder of a titled position,
appointment of any additional titled position holders, and change of a titled
position holder to a different or additional position, may be made by the board
of directors or the Chief Executive Officer. Any two or more titled positions
may be filled by the same person.

         SECTION 3.        AUTHORITY OF OFFICERS. The Chairman of the Board, the
Chief Executive Officer, the President, the Secretary, the Treasurer, and such
other persons as the board of directors shall have appointed and expressly
designated as officers shall be the only officers of the Corporation. Only the
officers of the Corporation shall have discretionary authority to determine the
fundamental policies of the Corporation. Holders of titled positions who have
not been expressly designated as officers of the Corporation in this Section or
by the board of directors shall not be officers of the Corporation regardless of
their titles.

         SECTION 4.        AUTHORITY OF TITLED POSITIONS. Holders of titled
positions who are not officers shall not have discretionary authority to
determine fundamental policies of the Corporation and shall not, by reason of
holding such titled positions, be entitled to have access to any files, records
or other information relating or pertaining to the Corporation, its business and
finances, or to attend or receive the minutes of any meetings of the board of
directors or any committee of the Corporation, except as and to the extent
expressly authorized and permitted by the board of directors or the Chief
Executive Officer.

         SECTION 5.        TERM OF SERVICE. Each officer and holder of a titled
position shall serve at the pleasure of the board. The board of directors may
remove any officer or holder of a titled position from that office or position
for cause or without cause. Any officer or holder of a titled position may
resign his or her office or position at any time, such resignation to take
effect upon receipt of written notice thereof by the Corporation unless
otherwise specified in the resignation.

         SECTION 6.        CHAIRMAN OF THE BOARD. The Chairman of the Board
shall preside at all meetings of the shareholders and all meetings of the board
of directors.

         SECTION 7.        PRESIDENT. The President shall, subject to the
direction of the board of directors, see that all orders and resolutions of the
board are carried into effect, and shall perform all other duties necessary or
appropriate to his or her office, subject, however, to his or her right and the
right of the directors to delegate any specific powers to any other officer or
officers of the Corporation. In case of the absence or inability to act of the
Chairman of the Board, the President shall exercise all of the duties and
responsibilities of the Chairman until the board shall otherwise direct.

                                      -11-

<PAGE>

         SECTION 8.        CHIEF EXECUTIVE OFFICER. The Chief Executive Officer,
in addition to his or her duties as Chairman of the Board or President, as the
case may be, shall have final authority, subject to the control of the board of
directors, over the general policy and business of the Corporation. The Chief
Executive Officer shall have the power, subject to the control of the board of
directors, to appoint, suspend or discharge and to prescribe the duties and to
fix the compensation of such agents and employees of the Corporation, other than
the officers appointed by the board, as he or she may deem necessary.

         SECTION 9.        VICE CHAIRMEN OF THE BOARD. Each Vice-Chairman of the
Board shall have such powers and perform such duties as may be assigned to him
or her from time to time by the board of directors or the Chief Executive
Officer. In case of the absence or inability to act of the Chairman of the Board
and the President, the duties of his or her office shall, unless otherwise
specified by these Bylaws, be performed by the Vice-Chairmen of the Board in the
order of their seniority or such other priority as may be established by the
board or by the Chief Executive Officer, unless and until the board shall
otherwise direct, and, when so acting, the duly authorized Vice-Chairman of the
Board shall have all the powers of, and shall be subject to the restrictions
upon, the Chairman of the Board or the President.

         SECTION 10.       VICE PRESIDENTS. Each Executive Vice President,
Senior Vice President, Vice President, Assistant Vice President and such other
vice presidents as may be designated by the board of directors shall have such
powers and perform such duties as may be assigned to him or her from time to
time by the board of directors or the Chief Executive Officer. In case of the
absence or inability to act of the President, and in the absence or inability to
act of the Vice-Chairmen of the Board, the duties of the President shall, unless
otherwise specified by these Bylaws, be performed by the Executive Vice
Presidents, the Senior Vice Presidents, the Vice Presidents, the Assistant Vice
Presidents and then such other vice presidents as may be designated by the board
in the order of their seniority or such other priority as may be established by
the board or by the Chief Executive Officer, unless and until the board shall
otherwise direct, and, when so acting, the duly authorized Executive Vice
President, Senior Vice President, Vice President or Assistant Vice President
shall have all the powers of, and shall be subject to the restrictions upon, the
President. Executive Vice Presidents, Senior Vice Presidents, Vice Presidents
and Assistant Vice Presidents have the authority to sign or execute contracts
and other documents which shall be binding on the Corporation and to fulfill the
terms thereof, but such Executive Vice Presidents, Senior Vice Presidents, Vice
Presidents and Assistant Vice Presidents shall not have the discretionary
policy-making authority conferred upon the officers by these Bylaws unless
expressly designated as an officer by the board of directors.

         SECTION 11.       SECRETARY. Except as otherwise directed by the
Chairman of the Board, the Secretary shall attend all sessions of the board of
directors and all meetings of the shareholders and shall record all votes and
the minutes of all proceedings in a book to be kept for that purpose. The
Secretary shall perform like duties for committees when required. He or she may
give, or cause to be given, notice of meetings of the shareholders and meetings
of the board of directors (though such notices may be given by the Chairman of
the Board, the President or any Vice President). He or she shall keep in safe
custody the seal of the Corporation and shall see that it is affixed to all
documents the execution of which, on behalf of the Corporation under its seal,
is

                                      -12-

<PAGE>

necessary or appropriate, and when so affixed may attest the same. He or she
shall perform such other duties as may be prescribed by the board of directors
or the Chief Executive Officer.

         SECTION 12.       TREASURER. The Treasurer shall have custody of the
corporate funds and securities, except as otherwise provided by the board, shall
cause to be kept full and accurate accounts of receipts and disbursements in
books belonging to the Corporation, and shall deposit all moneys and other
valuable effects in the name and to the credit of the Corporation in such
depositories as may be designated by the board of directors. He or she shall
disburse the funds of the Corporation as may be ordered by the board or
directors, taking proper vouchers for such disbursements, and shall render to
the directors, at the regular meetings of the board or whenever they may require
it, an account of all his or her transactions as Treasurer and of the financial
condition of the Corporation.

         SECTION 13.       ABSENCE. In the case of the absence or inability to
act of any officer or holder of any titled position, or for any other reason
that the board may deem sufficient, the board of directors or the Chief
Executive Officer may delegate for the time being the powers or duties of such
officer or holder of any titled position, to any other director or officer. To
the extent that the enumerated powers or duties do not involve participation in
major policy-making functions of the Corporation or the exercise of
discretionary authority to that end, said powers or duties may be delegated for
the time being to the holder of a titled position, but shall be exercised under
the supervision of an officer.

                                  ARTICLE VIII.
                                 INDEMNIFICATION

         SECTION 1.        INDEMNIFICATION OTHER THAN IN ACTIONS BY OR IN THE
RIGHT OF THE CORPORATION. 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 by or in the right of the Corporation) by reason of the fact that he
or she is or was a director or officer of the Corporation or a subsidiary, or,
while serving as such a director or officer, is or was serving at the request of
the Corporation or a subsidiary as a director, officer, partner, trustee,
employee or agent of another foreign or domestic corporation, partnership, joint
venture, trust or other enterprise, whether for profit or not, shall be
indemnified by the Corporation against expenses (including attorneys' fees),
judgments, penalties, fines and amounts paid in settlement actually and
reasonably incurred by him or her in connection with such action, suit or
proceeding if he or she acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the Corporation or its
shareholders, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful. The termination of
any action, suit or proceeding by judgment, order, settlement, 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
or she reasonably believed to be in or not opposed to the best interests of the
Corporation or its shareholders, or with respect to any criminal action or
proceeding, that he or she had reasonable cause to believe that his or her
conduct was unlawful. Persons who are not directors or officers of the
Corporation or a subsidiary may be similarly indemnified in respect of

                                      -13-

<PAGE>

such service to the extent authorized at any time by the board of directors,
except as otherwise provided by statute or the Articles of Incorporation.

         SECTION 2.        INDEMNIFICATION IN ACTIONS BY OR IN THE RIGHT OF THE
CORPORATION. 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 Corporation to procure a judgment in its favor by reason of the fact that
he or she is or was a director or officer of the Corporation or a subsidiary,
or, while serving as such a director or officer, is or was serving at the
request of the Corporation or a subsidiary as a director, officer, partner,
trustee, employee or agent of another foreign or domestic corporation,
partnership, joint venture, trust or other enterprise, whether for profit or
not, shall be indemnified by the Corporation against expenses (including
attorneys' fees) and amounts paid in settlement actually and reasonably incurred
by him or her in connection with the action or suit if he or she acted in good
faith and in a manner he or she reasonably believed to be in or not opposed to
the best interests of the Corporation or its shareholders. Indemnification shall
not be made for any claim, issue or matter in which such person has been found
liable to the Corporation except to the extent authorized in Section 6 of this
Article. Persons who are not directors or officers of the Corporation or a
subsidiary may be similarly indemnified in respect of such service to the extent
authorized at any time by the board of directors, except as otherwise provided
by statute or the Articles of Incorporation.

         SECTION 3.        EXPENSES. To the extent that a director or officer,
or other person whose indemnification is authorized by the board of directors,
has been successful on the merits or otherwise, including the dismissal of an
action without prejudice, in the defense of any action, suit or proceeding
referred to in Section 1 or 2 of this Article, or in the defense of any claim,
issue or matter therein, he or she shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him or her in
connection therewith and any action, suit or proceeding brought to enforce the
mandatory indemnification provided in this Section.

         SECTION 4.        DETERMINATION OF ENTITLEMENT. Any person who is or
was a director or officer of the Corporation who claims indemnification pursuant
to Section 1 or Section 2 of this Article, this Corporation's Articles of
Incorporation, or applicable law shall be entitled to a strong presumption that
he or she acted in good faith and in a manner he or she reasonably believed to
be in, or not opposed to, the best interests of the Corporation or its
shareholders, and, with respect to a criminal action or proceeding, that he or
she had no reason to believe his or her conduct was unlawful. Any person who is
or was a director or officer of the Corporation who claims indemnification under
Section 1 or Section 2 shall be entitled to indemnification and indemnification
shall be paid or reimbursed pursuant to this Article unless it is affirmatively
determined, based on credible evidence, that such person is not entitled to
indemnification under this Article or that indemnification would be prohibited
by applicable law by:

                  (a)      A majority vote of a quorum of the board of directors
         after consideration of a written opinion by independent legal counsel,
         or

                  (b)      A court of competent jurisdiction in a final order,
         opinion or judgment.

                                      -14-

<PAGE>

Notwithstanding the foregoing, if a change in control of the Corporation has
occurred, and all or any part of the events or circumstances giving rise to the
claim for which indemnification is sought occurred prior to the change in
control, a determination that such person is not entitled to indemnification
shall be made only as provided in Section 4(b) above. A change in control shall
be deemed to have occurred if a majority of the board of directors is composed
of persons who were not directors of this Corporation at the time of all such
events and circumstances, or a majority of the shares of common stock of the
Corporation or its successor, are held by a shareholder or group of shareholders
who held fewer than 25% of the Corporation's common stock at the time of such
events and circumstances.

         SECTION 5.        INDEMNIFICATION FOR LIMITED LIABILITY. To the extent
that the Articles of Incorporation eliminate or limit the liability of a
director pursuant to Section 209(1)(c) of the Michigan Business Corporation Act,
the Corporation shall indemnify a director for the expenses and liabilities
described in this section without a determination that the director has met the
standard of conduct set forth in Sections 1 or 3 of this Article; but no
indemnification may be made except to the extent authorized in Section 7 of this
Article if the director received a financial benefit to which he or she was not
entitled, intentionally inflicted harm on the Corporation or its shareholders,
violated Section 551 of the Michigan Business Corporation Act or intentionally
committed a criminal act. In connection with an action or suit by or in the
right of the Corporation as described in Section 2 of this Article,
indemnification under this Section 5 may be for expenses, including attorneys'
fees, actually and reasonably incurred. In connection with an action, suit, or
proceeding other than an action, suit, or proceeding by or in the right of the
Corporation, as described in Section 2 of this Article, indemnification under
this Section 5 may be for expenses, including attorneys' fees, actually and
reasonably incurred, and for judgments, penalties, fines, and amounts paid in
settlement actually and reasonably incurred.

         SECTION 6.        ADVANCING OF EXPENSES. Expenses incurred by any
person who is or was serving as a director or officer of the Corporation or a
subsidiary who is a party or threatened to be made a party to any civil or
criminal action, suit or proceeding described in Section 1 or 2 of this Article
shall be paid or reimbursed by the Corporation in advance of the final
disposition of such action, suit or proceeding if the person furnishes the
Corporation a written undertaking, executed personally or on his or her behalf,
to repay the advance if it is ultimately determined that he or she did not meet
the applicable standard of conduct, if any, required by this act for the
indemnification of a person under the circumstances. The written undertaking
must be an unlimited general obligation of the person but need not be secured
and may be accepted without reference to the financial ability of the person to
make repayment. Persons who are not or were not serving as a director or officer
of the Corporation or a subsidiary may receive similar advances of expenses to
the extent authorized at any time by the board of directors, except as otherwise
provided by statute or the Articles of Incorporation. Determinations under this
Section shall be made in the manner specified in Section 4 of this Article.
Notwithstanding the foregoing, in no event shall any advance be made in
instances where the board of directors or independent legal counsel reasonably
determines that such person deliberately breached his or her duty to the
Corporation or its shareholders.

         SECTION 7.        RIGHT TO INDEMNIFICATION UPON APPLICATION; PROCEDURE
UPON APPLICATION. A director, officer or other person who is a party or
threatened to be made a party to an

                                      -15-

<PAGE>

action, suit or proceeding may apply for indemnification to the court conducting
the proceeding or to another court of competent jurisdiction. On receipt of an
application, the court may order indemnification if it determines that the
person is fairly and reasonably entitled to indemnification in view of all the
relevant circumstances, whether or not he or she met the applicable standard of
conduct set forth in Section 1 or 2 of this Article or was adjudged liable as
described in Section 2 of this Article, provided, however, that if he or she was
adjudged liable as described in Section 2 of this Article, his or her
indemnification shall be limited to reasonable expenses incurred.

         SECTION 8.        INDEMNIFICATION UNDER BYLAWS NOT EXCLUSIVE. The
indemnification or advancement of expenses provided by this Article shall not be
deemed exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under the Articles of Incorporation, any
agreement, vote of shareholders or disinterested directors, or otherwise, both
as to action in his or her official capacity and as to action in another
capacity while holding such office, and shall continue as to a person who has
ceased to be a director, officer, employee or agent, and shall inure to the
benefit of the heirs, executors and administrators of such a person. The total
amount of expenses advanced or indemnified from all sources shall not exceed the
amount of actual expenses incurred by the person seeking indemnification or
advancement of expenses. All rights to indemnification under this Article shall
be deemed to be provided by a contract between the Corporation and the director,
officer, employee or agent who serves in such capacity at any time while these
Bylaws and other relevant provisions of the general corporation law and other
applicable law, if any, are in effect. Any repeal or modification thereof shall
not affect any rights or obligations then existing.

         SECTION 9.        INSURANCE. The Corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, partner, trustee, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against any
liability asserted against him or her 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 him or her against such liability
under the provisions of this Article.

         SECTION 10.       CONTRACT RIGHTS. The provisions of this Article shall
be deemed to be a contract for the benefit of and enforceable by any person
entitled to indemnification under this Article and shall be applicable to
actions, suits, or proceedings, whether arising from acts or omissions occurring
before or after the adoption hereof, and to directors and officers of the
Corporation who have ceased to render such service, and shall inure to the
benefit of the heirs, executors, and administrators of the directors and
officers of the Corporation referred to in this Article. Changes in these bylaws
reducing the scope of indemnification shall not apply to actions or omissions
occurring before such change. The provisions of this Article shall survive any
merger, consolidation or sale of the Corporation's stock or substantially all of
the business or assets of the Corporation.

         SECTION 11.       MERGERS. For the purposes of this Article, references
to the "Corporation" include the Corporation if absorbed in a consolidation or
merger, as well as the resulting or surviving corporation, so that any person
who is or was a director, officer, employee or agent of

                                      -16-

<PAGE>

the Corporation, or is or was serving at the request of the Corporation as a
director, officer, partner, trustee, employee or agent of another foreign or
domestic corporation, partnership, joint venture, trust or other enterprise,
whether for profit or not, shall stand in the same position under the provisions
of this Article with respect to the resulting or surviving Corporation as the
person would if the Corporation were the resulting or surviving corporation and
he or she had served the resulting or surviving Corporation in the same
capacity.

         SECTION 12.       SAVINGS CLAUSE. If this Article or any portion
thereof shall be invalidated on any ground by any court of competent
jurisdiction, then the Corporation shall nevertheless indemnify each director,
officer or other person whose indemnification is authorized by the board of
directors as to expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement with respect to any action, suit or proceeding,
whether civil, criminal, administrative or investigative, including a grand jury
proceeding and an action by the Corporation, to the full extent permitted by any
applicable portion of this Article that shall not have been invalidated or by
any other applicable law.

                                   ARTICLE IX.
                                  SUBSIDIARIES

         SECTION 1.        SUBSIDIARIES. The board of directors, the Chairman of
the Board, the Chief Executive Officer, the President, or any other officer
designated by the board of directors may vote the shares of stock owned by the
Corporation in any subsidiary, whether wholly or partly owned by the
Corporation, in such manner as they may deem in the best interests of the
Corporation, including, without limitation, for the election of directors of any
subsidiary corporation, or for any amendments to the charter or bylaws of any
such subsidiary corporation, or for the liquidation, merger or sale of assets of
any such subsidiary corporation. The board of directors, the Chief Executive
Officer, or any other officer designated by the board of directors may cause to
be elected to the board of directors of any such subsidiary corporation such
persons as they shall designate, any of whom may, but need not be, directors,
officers, or other employees or agents of the Corporation.

         SECTION 2.        SUBSIDIARY OFFICERS NOT EXECUTIVE OFFICERS. The
officers of any subsidiary corporation shall not, by virtue of holding such
title and position, be deemed to be officers of the Corporation, nor shall any
such officer of a subsidiary corporation, unless he or she is also a director or
officer of the Corporation, be entitled to have access to any files, records or
other information relating or pertaining to the Corporation, its business and
finances, or to attend or receive the minutes of any meetings of the board of
directors or any committee of the Corporation, except as and to the extent
expressly authorized and permitted by the board of directors or the Chief
Executive Officer.

                                      -17-

<PAGE>

                                   ARTICLE X.
                              CERTIFICATES OF STOCK

         SECTION 1.        FORM. Every holder of stock in the Corporation shall
be entitled to have a certificate, signed by, or in the name of the Corporation
by, the Chairman of the Board, a Vice Chairman of the Board, the President, an
Executive Vice President, a Senior Vice President, or a Vice President of the
Corporation, certifying the number of shares owned by him or her in the
Corporation. Such certificate may also be signed by the Treasurer, an Assistant
Treasurer, the Secretary or an Assistant Secretary of the Corporation. The
certificate may but need not be, sealed with the seal of the Corporation, or a
facsimile thereof.

         SECTION 2.        FACSIMILE SIGNATURES. Where a certificate is signed
(a) by a transfer agent or an assistant transfer agent, or (b) by a transfer
clerk acting on behalf of the Corporation and a registrar, the signatures of the
Chairman of the Board, Vice Chairman of the Board, President, Executive Vice
President, Senior Vice President, Vice President, Treasurer, Assistant
Treasurer, Secretary or Assistant Secretary may be facsimiles. In case any
officer(s) or any holder(s) of a titled position who has signed, or whose
facsimile signature(s) has been used on, any certificate shall cease to be such
officer(s) or holder(s) before such certificate has been delivered by the
Corporation, such certificate may nevertheless be issued and delivered as though
the person(s) who signed such certificate or whose facsimile signature(s)
appears thereon continued to be such officer(s) or holder(s) of such titled
position.

         SECTION 3.        LOST CERTIFICATES. The officers may direct a new
certificate to be issued in place of any certificate theretofore issued by the
Corporation alleged to have been lost, stolen or destroyed upon the making of an
affidavit of that fact by the person claiming the certificate of stock to be
lost, stolen or destroyed. When authorizing such issue of a new certificate or
certificates, the officers may, in their discretion and as a condition precedent
to the issuance thereof, require the owner of such lost, stolen or destroyed
certificate, or his or her legal representative, to advertise the same in such
manner as it shall require and/or to give the Corporation a bond in such sum as
they may direct as indemnity against any claim that may be made against the
Corporation with respect to the certificate alleged to have been lost, stolen or
destroyed.

         SECTION 4.        REGISTERED OWNER. The Corporation shall be entitled
to recognize the exclusive rights of a person registered on its books as the
owner of shares to receive dividends and to vote as such owner, and to hold
liable for calls and assessments a person registered on its books as the owner
of shares; the Corporation shall not be bound to recognize any equitable or
other claim to or interest in such share or shares on the part of any other
person, whether or not it shall have express or other notice thereof, except as
otherwise provided by the laws of Michigan.

         SECTION 5.        ISSUANCE OF SHARES WITHOUT CERTIFICATES. The
Corporation may issue some or all of the shares of any or all of its classes or
series without certificates. Within a reasonable time after issuance or transfer
of shares without certificates, the Corporation shall send the shareholder a
written statement confirming the issuance or transfer of shares without
certificates. Such written statement shall include (i) the name of the
Corporation and that it is formed under the laws of the State of Michigan, (ii)
the name of the person to whom the shares

                                      -18-

<PAGE>

are issued, (iii) the number and class of shares and the designation of the
series, if any, (iv) that the holder of the shares is entitled to have a
certificate upon written request made to the secretary of the Corporation, and
(v) any other information required by law.

         SECTION 6.        FRACTIONAL SHARES. The Corporation may issue
fractions of shares. The Corporation may issue certificates for fractions of
shares or issue fractions of shares without certificates. Holders of fractions
of shares shall be entitled to exercise voting rights and to receive dividends
and distributions in proportion to their fractional shares. The Corporation may,
alternatively, pay in cash the fair value of fractions of shares, as determined
from time to time by the board of directors, as of the time when those entitled
to receive the fractions are determined.

                                   ARTICLE XI.
                               GENERAL PROVISIONS

         SECTION 1.        CHECKS. Any signature on any check, demand or note
may be signed by the facsimile signature of any person authorized by the board
of directors to sign under this Section 1 of Article XI. If any officer who has
signed or whose facsimile signature has been used shall cease to be such
officer, such document may nevertheless be signed by means of such facsimile
signature and delivered as though the person who signed such document or whose
facsimile signature has been used thereon had not ceased to be such officer.

         SECTION 2.        FISCAL YEAR. The fiscal year of the Corporation shall
be fixed by resolution of the board of directors.

         SECTION 3.        SEAL. The corporate seal shall have inscribed thereon
the name of the Corporation and the words "Corporate Seal, Michigan." The seal
may be used by causing it or a facsimile thereof to be impressed, affixed,
reproduced or otherwise.

         SECTION 4.        VOTING SECURITIES. The Chairman of the Board, the
Chief Executive Officer, the President, or any officer designated by the board
of directors shall have full power and authority on behalf of the Corporation to
attend and to act and to vote, or to execute in the name or on behalf of the
Corporation a proxy authorizing an agent or attorney-in-fact for the Corporation
to attend and to act and to vote, at any meetings of security holders of
corporations in which the Corporation may hold securities, and at such meetings
he or she and his or her duly authorized agent or attorney-in-fact shall possess
and may exercise any and all rights and powers incident to the ownership of such
securities and which, as the owner thereof, the Corporation might have possessed
and exercised if present.

         SECTION 5.        DIVIDENDS. Dividends upon the capital stock of the
Corporation, subject to the provisions of the Articles of Incorporation, if any,
may be declared by the board of directors at any regular or special meeting
pursuant to law. Dividends may be paid in cash, in property, or in shares of
capital stock, subject to the provisions of the Articles of Incorporation.

         SECTION 6.        RESERVES. Before payment of arty dividends, there may
be set aside out of any funds of the Corporation available for dividends such
sum or sums as the directors from time

                                      -19-

<PAGE>

to time, in their absolute discretion, think proper as a reserve or reserves to
meet contingencies, or for equalizing dividends, or for repairing or maintaining
any property of the Corporation, or for such other purpose as the directors
shall think conducive to the interests of the Corporation, and the directors may
modify or abolish any such reserve in the manner in which it was created.

                                  ARTICLE XII.
                                   AMENDMENTS

         These Bylaws may be amended, altered, changed, added to or repealed by
the shareholders at any regular or special meeting of the shareholders if notice
of such action be contained in the notice of such meeting, or by the board of
directors at any regular or special meeting of the board of directors.

                                      -20-