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                                                                     EXHIBIT 3.2



                               CODE OF REGULATIONS




















                           [COMMERCIAL INTERTECH LOGO]


                                YOUNGSTOWN, OHIO


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<TABLE>
<CAPTION>

                                      INDEX
                                                                                PAGE
ARTICLE I - MEETING OF SHAREHOLDERS
<S>  <C>           <C>                                                         <C>
     Section 1.    Definitions ................................................  3
     Section 2.    Annual Meetings ............................................  3
     Section 3.    Special Meetings ...........................................  3
     Section 4.    Notice of Meetings .........................................  4
     Section 5.    Waiver of Notice of Meeting ................................  4
     Section 6.    Dispensing With Notice of Meeting ..........................  4
     Section 7.    Quorum .....................................................  4
     Section 8.    Voting .....................................................  5
     Section 9.    Proxies ....................................................  5
     Section 10.   Procedure ..................................................  5
     Section 11.   Action Without Meeting .....................................  5
ARTICLE II - DIRECTORS
     Section 1.    Number   ...................................................  6
     Section 2.    Election and Term. .........................................  6
     Section 3.    Resignations and Vacancies .................................  6
     Section 4.    Meetings ...................................................  6
     Section 5.    Quorum   ...................................................  7
     Section 6.    Compensation ...............................................  7
     Section 7.    General Powers of Board ....................................  7
     Section 8.    Action Without Meeting .....................................  7
     Section 9.    ByLaws .....................................................  7
ARTICLE III - OFFICERS
     Section 1.    Principal Officers .........................................  8
     Section 2.    Election, Term and Removal .................................  8
     Section 3.    Subordinate and Temporary Officers .........................  8
     Section 4.    Bond .......................................................  8
ARTICLE IV - DUTIES OF OFFICERS
     Section 1.    Chairman of the Board ......................................  9
     Section 2.    Vice Chairman of the Board .................................  9
     Section 3.    President ..................................................  9
     Section 4.    Vice Presidents ............................................  9
     Section 5.    Secretary ..................................................  9
     Section 6.    Treasurer ..................................................  9
     Section 7,    Controller and Chief Accounting Officer ....................  9
     Section 8.    General Provisions ......................................... 10
     Section 9.    Duties of Officers May Be Delegated ........................ 10
ARTICLE V - INDEMNIFICATION OF DIRECTORS AND OFFICERS ......................... 10
ARTICLE VI - COMMITTEES
     Section 1.    Executive Committee ........................................ 11
     Section 2.    Other Committees............................................ 11
ARTICLE VII - SHARES
     Section 1.    Certificates for Shares .................................... 12
     Section 2.    Transfers of Shares ........................................ 12
     Section 3.    Lost, Stolen, Destroyed Or Mutilated Certificates.. ........ 12
     Section 4.    Registered Shareholders .................................... 12
     Section 5.    Transfer Agents and Registrars ............................. 13
ARTICLE VIII - CORPORATE SEAL ................................................. 13
ARTICLE IX - FISCAL YEAR ...................................................... 13
ARTICLE X - AMENDMENTS ........................................................ 13
</TABLE>

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                               CODE OF REGULATIONS
                                       OF
                           COMMERCIAL INTERTECH CORP.

                       (AS AMENDED THROUGH MARCH 26, 1997)

                                    ARTICLE I

                            MEETINGS OF SHAREHOLDERS

         Section 1. DEFINITIONS. Whenever used in these regulations, the words
"shareholder" and "shareholders" shall mean, respectively, a holder, and
holders, of common shares of the corporation, and the words "voting shares"
shall mean outstanding common shares of the corporation (not including treasury
shares), unless, under the Articles or the law, holders of shares of one or more
other classes shall be entitled to vote, at the meeting in question, on a parity
with holders of common shares, and without distinction of class, in which case
said words shall mean and include, respectively, holders of shares of such other
class or classes, and shares of such class or classes, or unless, under the
Articles, holders of shares of one or more classes, other than the common
shares, shall be entitled to vote, at the meeting in question, to the exclusion
of the common shares, in which case said words shall mean, respectively, only
the holders of shares of such other class or classes, and shares of such class
or classes.
         Whenever the circumstances shall require, and the context permit, the
masculine gender wherever used in these regulations, shall include the feminine
and neuter, and the plural number the singular, and vice versa.
         The word "Articles" shall mean the Articles of Incorporation of the
corporation, including all amendments thereto.
         Section 2. ANNUAL MEETING. The annual meeting of the shareholders of
this corporation shall be held at the principal office of the corporation in
Youngstown, Ohio, or at such other place, within or without the State of Ohio,
as the board of directors, by resolution, may designate, at 2:00 P.M. on the
last Wednesday in March of each year, or at such other date and time as shall be
designated from time to time by the board of directors and stated in the notice
of the meeting. At such annual meeting, the board of directors shall be elected,
the statements required by law shall be laid before the shareholders, and there
may be transacted any other business which shall properly be brought before the
meeting.
         Section 3. SPECIAL MEETINGS. Special meetings of the shareholders may
be called at any time by the chairman of the board, the president (or in case of
a vacancy in the office of president, or of the president's absence or inability
to act, by a vice president authorized to exercise the authority of the
president), of the corporation, or by a majority of the members of the board of
directors of the corporation, then in office, acting with or without a meeting,
or by the holders of forty percent (40%) of the voting shares of the
corporation. Upon delivery to the chairman of the board, or to the president (or
in any of the cases hereinabove specified, to a vice president) or the
secretary, or an assistant secretary of the corporation, by the persons
entitled, as above provided, to call a special meeting, of a written request,
stating the time, place and purpose of the requested meeting, it shall be the
duty of the chairman of the board, the president, such vice president, the
secretary or such assistant secretary, as the case may be, to give notice of
such meeting as hereafter in these regulations provided. If the officer to whom
such request is presented refuses the same, or fails to give such notice within
five (5) business days next following the presentation to him of such request,
then the person or persons making such request may call a meeting of the
shareholders by giving notice in the manner hereafter in these regulations
provided.


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         If the special meeting be called by the chairman of the board, the
president, or a vice president, without written request by directors or
shareholders as above provided, such call may be made by the delivery by such
officer, to the secretary or an assistant secretary of the corporation, of a
written instruction to call such meeting specifying the time, place and purpose
thereof, and it shall then be the duty of the secretary, or of such assistant
secretary, as the case may be, to give notice of such meeting as hereafter in
these regulations provided, but the officer calling such meeting may, if he so
elects, himself give such notice in said manner.
         Any special meeting of shareholders may be held at such place, within
or without the State of Ohio, as shall be specified in the request or
instructions to call the same, or in the notice thereof, if there be no such
request or instruction.
         Section 4. NOTICE OF MEETINGS. Unless waived, a written, printed or
typewritten notice of each annual or special meeting specifying the time and
place of such meeting and the purpose or purposes for which it is called shall
be given to each shareholder entitled to receive notice thereof, by mailing such
notice to the last-known address of each such shareholder as the same appears
upon the records of the corporation not more than sixty (60) days nor less than
seven (7) days before any such meeting; provided, however, no failure or
irregularity of notice of any meeting shall invalidate the same or any
proceeding thereat.
         All notices with respect to any shares of record in the names of two or
more persons may be given to the person first named on the records of the
corporation and notice so given shall be effective as to all the holders of
record of such shares.
         Every person who by operation of law, transfer, or otherwise, shall
become entitled to any share or right or interest therein, shall be bound by
every notice in respect to such share which, prior to his name and address being
entered upon the books of the corporation as a registered holder of such share,
shall have been given to the person in whose name such share appeared of record.
         Section 5. WAIVER OF NOTICE OF MEETING. Unless otherwise provided by
law, any shareholder may waive notice of any shareholders' meeting either by
writing, specifying the date and place of the meeting and signed, and filed
with, or entered upon, the records of the meeting, either before or after such
meeting, or by attendance at such meeting, either in person or by proxy, and
upon such written waiver or attendance by all shareholders, a meeting of the
shareholders may be held without notice at any time and place and at such
meeting any actions may be taken.
         Section 6. DISPENSING WITH NOTICE OF MEETING. Any requirement imposed
by law, the Articles, or these regulations, with respect to the giving or
sending of any notice or communication to any shareholder as such whose address
as it appears upon the records of the corporation is outside of the United
States, may be dispensed with, and no action taken shall be affected or
invalidated by the failure to give or send any such notice or communication in
so far as compliance with any such requirement is at the time prohibited by, or
dependent upon the obtaining of a license or consent under any act of Congress
or any rules, regulations, proclamations, or executive orders issued under
authority of any such act.
         Section 7. QUORUM. The shareholders present in person or by proxy at
any meeting for the determination of the number of directors, or the election of
directors, or for consideration of an action upon reports required to be laid
before such meeting, shall constitute a quorum; and, unless otherwise specified
by law, the holders, present in person or by proxy, of a majority of the voting
shares of the corporation, shall constitute a quorum at any meeting of
shareholders for any other purpose; but, at any meeting, the shareholders
present, in person or by proxy, shall constitute a quorum for the purpose of
adjourning the meeting from time to time and from place to place without notice
other than announcement at such meeting, until a quorum competent to act on any
matter or proposal is present, and any such adjourned meeting there may be
transacted any business which might have transacted at the meeting as originally
called.


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         Section 8. VOTING. Each voting share of the corporation shall, unless
otherwise provided by law or the Articles, entitle the holder thereof,
registered on the books of the corporation, at the date fixed for the
determination of the persons entitled to vote at the meeting (or, if no date has
been so fixed, then at the date of the meeting), to one vote for each director
to be elected, and to one vote on any other question, at any meeting,
notwithstanding the prior or subsequent sale, or other disposal of such share or
shares or transfer of the same on the books of the corporation on or after the
date so fixed.
         Section 9. PROXIES. Subject to any applicable provision of law or of
the Articles, any person who is entitled to attend a shareholders' meeting, to
vote thereat, or to execute consents, waivers or releases, may, by instrument in
writing, signed by himself or by his duly authorized attorney, or by the
chairman of the board, the president, a vice president, the secretary, or the
treasurer of a corporate shareholder, authorized any other person or persons
(and no such person need be a shareholder), to vote, and otherwise act, for such
person, at any shareholders' meeting, or otherwise, and to execute consents,
waivers and releases, and to exercise any of his other rights. Every such
instrument shall, before the person authorized thereby shall vote or act
thereunder, be filed with the secretary of the corporation.
         Section 10. PROCEDURE. Shareholders' meetings shall be called to order,
and, unless the shareholders shall otherwise order, be presided over by the
chairman of the board, or in his absence, by the vice chairman of the board, if
one be elected, or in his absence, by the president of the corporation, or in
his absence, by a vice president of the corporation designated as hereinafter
provided. The secretary or an assistant secretary of the corporation shall keep
the minutes of every shareholders' meeting and shall include therein a copy of
any request or instruction to call, and a copy of the notice of, the meeting. In
the absence of the chairman of the board, the vice chairman of the board, the
president and all vice presidents, or of the secretary and all assistant
secretaries, of the corporation, any shareholder (or any person authorized to
act for a shareholder, as provided in Section 9 of this article) may be chosen
by the shareholders to preside, or to keep the minutes, as the case may be. A
quorum being present, all questions coming before the shareholders for decision
shall, unless otherwise provided by law or the Articles, be decided by vote of
the holders of a majority of the voting shares represented at the meeting.
         The order of business at the annual meeting and at any special meeting
of shareholders shall be prescribed by the presiding officer thereof.
         The decision of any parliamentary question not herein provided for
shall be in accordance with the latest edition of Robert's Rules of Order.
         Section 11. ACTION WITHOUT MEETING. Any action which, under any
provision of law, the Articles, or these regulations, may be authorized or taken
at a shareholders' meeting, may be authorized or taken without a meeting, if
authorized by a writing signed by all of the shareholders who would be entitled
to notice of a meeting of shareholders held for such purpose; except that
regulations for the government of the corporation, the conduct of its affairs
and the management of its property, consistent with law and the Articles, may be
adopted, and these regulations may be amended, or new regulations may be
adopted, without a meeting of shareholders by the written consent of the holders
of shares entitling them to exercise a majority of the voting power of the
corporation on such proposals as permitted by law.

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                                   ARTICLE II

                                    DIRECTORS

         Section 1. NUMBER. The board of directors of the corporation shall
consist of not less than nine (9) nor more than fifteen (15) directors. The
exact number shall be determined, from time to time, by resolution adopted by
the affirmative vote of a majority of the directors in office at the time of
adoption of such resolution. Upon adoption of this amendment to the Code of
Regulations, the number of directors is twelve (12).
         Section 2. ELECTION AND TERM. The directors shall be classified with
respect to the time for which they shall severally hold office by dividing them
into three (3) classes entitled directors of the first class, directors of the
second class and directors of the third class. Upon adoption of this amendment
to the Code of Regulations, each class consists of four (4) directors. At each
succeeding annual meeting of shareholders, the successors to the class of
directors whose terms expire at the election to be held at such meeting shall be
elected (or if not then elected, or if such meeting be not held at the time
fixed therefor, than at a special meeting called for that purpose) to hold
office for a term of three (3) years. Each director shall serve for the term for
which he or she shall have been elected and until his or her successor shall
have been elected and shall qualify. The election of directors shall, if the
number of persons nominated be greater than the number of directorships to be
filled, be by ballot.
         If the number of directors is changed, any increase or decrease shall
be apportioned among the classes by the board of directors, provided that the
number of directors of any one class shall not be less than three (3), and
provided further that no decrease in the number of directors shall of itself
have the effect of shortening the term of any incumbent director. In case of any
increase in the number of directors of any class, any director chosen to fill
any directorship created by such increase shall hold office for a term which
shall be coincident with the term of the class for which he or she is chosen.
         The board of directors may adopt such further regulations governing the
election of directors, not inconsistent with the foregoing, as shall to the
board seem proper and expedient.
         Section 3. RESIGNATIONS AND VACANCIES. Any director may, at any time,
resign, by written resignation delivered to the secretary, or an assistant
secretary, of the corporation, and such resignation shall, unless otherwise
specified therein, be effective upon such delivery. The board of directors may,
in any case provided by law, declare vacant the office of a director. The
remaining directors, though fewer than a majority of the whole board, may, by
vote of a majority of their number, fill any vacancy in the board for the
unexpired term.
         Section 4. MEETINGS. Immediately after the adjournment of the
shareholders' meeting at which a board of directors is elected, the newly
elected board shall, without notice, hold an organization meeting for the
purpose of electing officers and transacting such other business, within the
powers of the board of directors, as shall come before the meeting.
         The board of directors may provide, by resolution or bylaw, for the
holding of regular meetings of the board, without notice, and at such times and
places as the board shall determine.
         Special meetings of the board of directors may be held at any time upon
call of the chairman of the board, the president, a vice president, or any two
(2) directors, upon causing notice to be given, in writing, to each director,
addressed to him at his residence or usual place of business, at least two (2)
days before such meeting is to be held, or by giving notice to each director
personally or by telephone, telegram, or cablegram, at least four (4) hours
before such meeting, which notice need not specify the purposes of the meeting;
provided that a lawful meeting of the board of directors may be held at any time
and any place and without notice thereof if all of the directors are present or
shall waive notice thereof. Notice of adjournment of a meeting need not be given
if the time and place to which it is adjourned are fixed and announced at such
meeting.


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         All meetings of the board of directors shall be held at the office of
the corporation in the City of Youngstown, Ohio, or at any other place, within
or without the State of Ohio.
         Section 5. QUORUM. A majority of the number of directors last fixed by
the shareholders, as hereinbefore provided, shall (subject to the provisions of
Section 3 of this Article II as to the filling of vacancies), constitute a
quorum for the transaction of business, provided that whenever less than a
quorum is present at the time and place appointed for any meeting of the board,
a majority of those present may adjourn the meeting from time to time, without
notice other than by announcement at the meeting, until a quorum shall be
present. A majority of such quorum may decide any question that may come before
the meeting.
         Section 6. COMPENSATION. For their attendance at meetings of the board
of directors or of any committee thereof, directors may be paid such
compensation as the board of directors shall from time to time fix, and there
may be paid to all directors their reasonable expenses incurred in attending
meetings of the board of directors or of any committee thereof. Additional
compensation may be paid to directors for special services rendered, including
their reasonable expenses in connection therewith.
         Section 7. GENERAL POWERS OF BOARD. The board of directors shall have
such authority in the conduct, control and management of the business and
property of the corporation as shall be consistent with law, the Articles, and
these regulations, including (but not hereby limiting the generality of the
foregoing grant of power) authority to adopt and alter the corporate seal; to
fix the fiscal year of the corporation; to fix within the limits prescribed in
the Articles, the place of its principal office; to establish and discontinue,
at such times and places as the board of directors shall deem proper, offices of
the corporation, in addition to its principal office; and to appoint, from the
board's own number, change the membership of, and remove, such committees having
such authority (including the authority to act by writing signed by all members
of the committee without a meeting) and duties, not inconsistent with the law,
the Articles, and these regulations, as the board of directors shall from time
to time provide; and, unless otherwise provided by law or the Articles, or
specifically otherwise provided in these regulations, any authority herein or by
law conferred upon the board of directors, may, in the interval between meetings
of the board of directors, be exercised by any committee of the board to whom
the board shall delegate the same.
         Section 8. ACTION WITHOUT MEETING. Any action which, under any
provision of law, the Articles, or these regulations, may be authorized or taken
at a meeting of the directors, may be authorized or taken without a meeting if
authorized by a writing signed by all of the directors who would be entitled to
notice of a meeting of the directors held for such purpose.
         Section 9. BYLAWS. For the government of its actions, the board of
directors may adopt bylaws consistent with the Articles and these regulations.

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                                   ARTICLE III

                                    OFFICERS


         Section 1. PRINCIPAL OFFICERS. The principal officers of the
corporation shall be a chairman of the board of directors, a president, a vice
president or such number of vice presidents as the board of directors may from
time to time by resolution determine, a secretary, a treasurer, a controller and
chief accounting officer, and if the board of directors so determines, a vice
chairman of the board of directors. Such principal officers shall have such
duties and authority as may be prescribed by these regulations and such duties
and authority, not inconsistent with these regulations, as may be prescribed by
the board of directors. The president and the chairman of the board shall be
members of the board of directors, but no other officer need be a director. Any
two (2) of the principal offices may be held by the same person (except that the
same person shall not be both president and vice president nor shall the same
person be both chairman and vice chairman of the board of directors), and the
holder of any of the principal offices may also hold any office or offices
assistant or subordinate to any other of the principal offices. The board of
directors may leave any of the principal offices unfilled for such period as the
board in its discretion may determine.
         Section 2. ELECTION, TERM AND REMOVAL. All principal officers shall be
elected, and all vacancies in such offices be filled, by the board of directors.
The terms of office of said officers shall extend from their respective
elections to the next organization meeting of the board of directors, and until
their respective successors are elected and qualified, but the board of
directors may, at any time, by vote of two-thirds (2/3) of the number of
directors last fixed by the shareholders as hereinbefore provided, remove any
officer, with or without cause.
         Section 3. SUBORDINATE AND TEMPORARY OFFICERS. The board of directors
may, from time to time, in its discretion, create and fill by election one or
more assistant secretaryships, one or more assistant treasurerships, and such
other offices, assistant or subordinate to any of the principal offices above
named, as it shall deem necessary to the proper conduct of business of the
corporation, and may prescribe the terms of office, qualifications, authorities
and duties of the holders of such offices. Each such officer shall hold office
during the pleasure of the board of directors. The board of directors may, at
any time, abolish any such office created by it, and the term of office of any
holder of such office shall thereupon terminate, anything in these regulations
contained to the contrary notwithstanding. In case of the absence or disability
of any officer of the corporation, the board of directors may, unless otherwise
provided herein, delegate to any other officer or director of the corporation
all or any part of the authority and duties of such absent or disabled officer.
         Section 4. BOND. The board of directors may, in its discretion, at any
time, require any officer of the corporation to give bond for the faithful
performance of his duties in such form and amount and with such surety as shall
be satisfactory to the board of directors.

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                                   ARTICLE IV

                               DUTIES OF OFFICERS

         Section 1. CHAIRMAN OF THE BOARD. The chairman of the board of
directors shall have such powers and perform such duties as the board of
directors may from time to time prescribe or confer upon him. He shall preside
at all meetings of the shareholders and of the board of directors.
         Section 2. VICE CHAIRMAN OF THE BOARD. The vice chairman of the board,
if one be elected, shall perform the duties of the chairman of the board during
the chairman's absence or inability to serve the corporation. He shall have such
other authority and perform such other duties as shall be assigned to or
conferred upon him by the board of directors.
         Section 3. PRESIDENT. The president shall have such powers and perform
such duties as the board of directors may from time to time prescribe or confer
upon him. In the absence of the chairman or vice chairman of the board, he shall
preside at all meetings of the shareholders and of the board of directors.
         Section 4. VICE PRESIDENTS. The vice president, or vice presidents as
the case may be, shall perform such duties as are conferred upon them by these
regulations or as may from time to time be assigned to or conferred upon them by
the board of directors, the chairman of the board, or the president. At the
request of the president, or in his absence or disability, the vice president
designated by the president (or in the absence of such designation, the vice
president designated by the board of directors) shall perform all the duties of
the president, and when so acting, shall have all the powers of the president.
         Section 5. SECRETARY. The secretary, in addition to all authority and
duties provided by law, shall attend, as hereinbefore or by law provided, to the
giving of notices of meetings of shareholders and directors; shall keep and sign
the minutes of all meetings of shareholders and of the board of directors; shall
keep such other records as the board of directors or any committee thereof shall
require; shall have charge of the corporate seal, and (subject to the rules and
regulations of the board of directors and of the transfer agents and registrars,
if any, of the shares of the corporation) shall have custody of the share
certificate books and share records and shall attend to the issuance of
certificates for shares of the corporation; shall sign all deeds, mortgages,
notes, bonds, contracts and other instruments executed by the corporation
requiring his signature; shall file all reports to states and to the Federal
Government; and shall perform such other and further duties as may from time to
time be assigned to him by the board of directors, or by the chairman of the
board, or by the president.
         Section 6. TREASURER. The treasurer shall, subject to the direction of
the board of directors of the corporation, have custody of the corporate funds
and securities; shall deposit all moneys and other funds of the corporation in
such depositories as shall from time to time be designated by the board of
directors, the same to be withdrawn as the board of directors shall from time to
time direct; shall render such financial statements of the corporation at
meetings of shareholders as shall be required by law and as prepared by the
controller and chief accounting officer; shall from time to time, as requested
by the chairman of the board, or by the president, or board of directors of the
corporation, render statements of his transactions and accounts and of the
financial condition of the corporation; and shall upon the expiration of his
term of office, account for and deliver to the corporation all books, vouchers,
papers, moneys and other property of the corporation which may be in his
possession or under his control; and he shall perform such other duties as from
time to time may be assigned to him by the board of directors, or by the
chairman of the board, or the president.
         Section 7. CONTROLLER AND CHIEF ACCOUNTING OFFICER. The controller and
chief accounting officer shall have supervision of the books of account of the
corporation and of all books and papers relating thereto, and shall examine all
vouchers and audit all accounts. He shall keep such records


                                       9
<PAGE>   10

as will at all times show the condition of the business, finances and accounts
of the corporation and shall prepare the necessary financial statements required
by law to be laid before the annual meeting of shareholders or before any other
meeting at which directors are to be elected. He shall make such reports and
statements as shall be required of him by the president or the board of
directors, or by the chairman of the board, and shall at least once during each
year verify the assets of the corporation.
         Section 8. GENERAL PROVISIONS. In addition to the authority and duties
hereinbefore provided, the principal officers of the corporation shall have such
other authority and duties as are usually incident to such offices in
corporations engaged in business similar to that of this corporation, and such
other authority and duties as shall from time to time be conferred upon or
required of them, respectively, by the board of directors. Anything in these
regulations to the contrary notwithstanding, the board of directors may at any
time provide, either for specific cases, or generally, that any written
instrument to be executed, signed or delivered, or any other thing to be done,
in the name or upon behalf of the corporation, may be signed, executed,
delivered or done by any one or more of the principal officers, or by any other
officer, agent, or attorney of the corporation designated for such purpose by
the board of directors; provided, however, that certificates for shares of the
corporation shall be signed as provided in Section I of Article VII of these
regulations.
         Section 9. DUTIES OF OFFICERS MAY BE DELEGATED. In the absence of any
officer of the corporation, or for any other reason the board of directors may
deem sufficient, the board of directors may delegate, for the time being, the
powers or duties, or any of them, of such officer to any other officer or to any
director. The respective authority and duties of the secretary and of the
treasurer may be delegated by them or by the board of directors, to any
assistant secretary or assistant treasurer of the corporation respectively,
subject, nevertheless, to the general control and direction of such secretary or
treasurer as the case may be.


                                    ARTICLE V

              INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES

         The corporation shall indemnify each director, whether active, honorary
or emeritus, and each officer or employee, each such former director, officer or
employee, and each person who is serving or has served at its request as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other organization or enterprise, against expenses (including
attorneys' fees), judgments, decrees, fines, penalties and amounts paid in
settlement (whether with or without court approval) in connection with the
defense of any pending or threatened action, suit, or proceeding, whether
criminal, civil, administrative or investigative, to which he is or may be made
a party by reason of being or having been such director, officer or employee, or
by reason of any action alleged to have been taken or not taken by him while
acting in any such capacity, provided that a determination is made (a) that he
was not and has not been adjudicated to have been negligent or guilty of
misconduct in the performance of his duty to the corporation, partnership, joint
venture, trust or other enterprise, of which he is or was such director, officer
or employee, (b) that he acted in good faith in what he reasonably believed to
be in, or not opposed to, the best interest of the corporation, and (c) that, in
any matter the subject of a criminal action, suit or proceeding, he had no
reasonable cause to believe that his conduct was unlawful. The determination as
to (b) and (c) and, in the absence of an adjudication as to (a) by a court of
competent jurisdiction, the determination as to (a), shall be made (i) by the
directors of the corporation acting at a meeting at which a quorum consisting of
directors who are not parties to or threatened with such action, suit or
proceeding is present and on which determination only such directors vote, or
(ii) if such a quorum is not obtainable to vote on such indemnification, or,
even if obtainable and a quorum of directors qualified to vote so directs, by
independent legal counsel in a written opinion.

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<PAGE>   11


         The termination of any threatened or actual 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 any such
director, officer or employee did not act in good faith and in a manner which he
reasonably believed to be in, or not opposed to, the best interests of the
corporation or had reasonable cause to believe that his conduct was unlawful.
Expenses incurred by any person in defending any threatened or actual action,
suit or proceeding may be paid by the corporation in advance of the final
disposition thereof as authorized by the board of directors in the specific
case, whether a disinterested quorum exists or not, upon the receipt of an
undertaking by or on behalf of such person to repay such amount unless it shall
ultimately be determined that he is entitled to be indemnified by the
corporation as herein authorized. The corporation may purchase and maintain
insurance for and on behalf of any person who is or was such a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as such director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other organization or
enterprise, against any liability asserted against him or incurred by him in any
such capacity or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liability under
the provisions of these regulations. The indemnification herein provided shall
not be deemed exclusive of any other rights to which those seeking
indemnification may be entitled under any regulation, bylaw, agreement,
insurance purchased by the corporation, vote of shareholders or disinterested
directors, or otherwise, or of any other indemnification which may be entitled
under any regulation, bylaw, agreement, insurance purchased by the corporation,
ceased to be such a director, officer or employee and shall inure to the benefit
of the heirs, executors and administrators of such a person.


                                   ARTICLE VI

                                   COMMITTEES

         Section 1. EXECUTIVE COMMITTEE. There shall be an executive committee
of the board of directors, which shall consist of the chairman of the board, the
president of the corporation and not less than two (2) directors to be appointed
by the board of directors. Except as otherwise provided herein, such committee
shall, during the intervals between the meetings of the board of directors,
possess and may exercise all the powers of the board of directors in the
management of the business and affairs of the corporation in so far as may be
permitted by law, except that no obligations or indebtedness other than those
properly pertaining to current business shall be contracted without
authorization by the board of directors; and such executive committee shall have
such other powers and perform such other duties as shall from time to time be
prescribed by the board of directors. Such executive committee shall at all
times act under the direction and control of the board of directors and shall
make reports of its acts and transactions to the board at its meeting next
succeeding such action. Vacancies in the executive committee shall be filled by
the board of directors, which may also appoint one or more directors as
alternate members of such committee to take the place of any absent member or
members at any meeting of such committee. The committee may establish its own
rules of procedure, and may act, with or without a meeting, in such manner as it
may determine.
         Section 2. OTHER COMMITTEES. The board of directors may by resolution
provide for such other standing or special committees as it deems desirable, and
discontinue the same at its pleasure. Any such committee shall have such powers
and perform such duties, not inconsistent with law, as may be delegated to it by
the board of directors.


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                                   ARTICLE VII

                                     SHARES

         Section 1. CERTIFICATES FOR SHARES. Each shareholder of the corporation
shall be entitled to a certificate, certifying (or, certificates, certifying in
the aggregate) the number and class of paid-up shares of the corporation held by
him, but no certificate shall be issued for a share until it is fully paid. Such
certificates shall be of such form and content, not inconsistent with law and
the Articles, as shall be determined by the board of directors, shall be
consecutively numbered in each class of shares, shall be signed by the chairman
of the board of directors or the president or any vice president, and by the
secretary, or any assistant secretary, or the treasurer, or any assistant
treasurer, and shall bear an impression of the seal of the corporation;
provided, however, that when any such certificate is countersigned by a transfer
agent who is not an employee of the corporation, or by a transfer agent and/or
registrar, the signature of any of said officers, and the seal of the
corporation, upon such certificate, may be facsimilies, engraved, lithographed,
stamped or printed. If any officer or officers who shall have signed, or whose
facsimile signature shall have been used, lithographed, engraved, stamped or
printed on any certificate or certificates for shares, shall cease to be such
officer or officers, because of death, resignation or otherwise, before such
certificate or certificates shall have been delivered by the corporation, such
certificate or certificates, if authenticated by the endorsement thereon of the
signature of a transfer agent or registrar, shall nevertheless be conclusively
deemed to have been adopted by the corporation by the use and delivery thereof
and shall be as effective in all respects as though signed by a duly elected,
qualified and authorized officer or officers, and as though the person or
persons who signed such certificate or certificates, or whose facsimile
signature or signatures shall have been used thereon had not ceased to be an
officer or officers of the corporation.
         A full record of each certificate so issued shall be kept by the
secretary, or by a transfer agent of the shares, of the corporation. Such
records shall show the number of the certificate, the number and class of shares
represented thereby, the date of issuance, the name of the shareholder, his
address as furnished by him to the corporation, and, if the certificate be
issued upon a transfer of shares, from whom transferred, and the number of the
certificate surrendered for transfer. Certificates may, if authorized by the
board of directors, be issued for fractions of shares.
         Section 2. TRANSFERS OF SHARES. Subject to any applicable provisions of
law or of the Articles, transfers of shares of the corporation shall be made
only upon its books upon surrender and cancellation of a certificate or
certificates for the shares so transferred and upon compliance with such
reasonable requirements as shall be prescribed by the board of directors or by
the respective transfer agents and registrars of the corporation.
         Section 3. LOST, STOLEN, DESTROYED OR MUTILATED CERTIFICATES. The board
of directors may, in its discretion, upon evidence satisfactory to it of the
loss, theft or destruction of any certificate for shares of the corporation,
authorize the issuance of a new certificate in lieu thereof, and shall require,
as a condition precedent to such issuance, the giving by the owner of such
alleged lost, stolen or destroyed certificate, of a bond of indemnity in such
form and amount and with such surety as shall be satisfactory to the board of
directors against any loss or damage which may result to, or claim which may be
made against, the corporation or any transfer agent or registrar of its shares
in connection with such alleged lost, stolen or destroyed, or such new
certificate. If any certificate for shares of the corporation becomes worn,
defaced or mutilated, the board of directors may, upon production and surrender
thereof, order that the same be cancelled and that a new certificate be issued
in lieu thereof.
         Section 4. REGISTERED SHAREHOLDERS. A person in whose name shares are
of record on the books of the corporation shall conclusively be deemed the
unqualified owner thereof for all purposes and to have capacity to exercise all
rights of ownership. Neither the corporation nor any transfer agent of the
corporation shall be bound to recognize any equitable interest in or claim to


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<PAGE>   13

such shares on the part of any other person, whether disclosed upon such
certificate or otherwise, save as expressly provided by the laws of Ohio, nor
shall they be obliged to see to the execution of any trust or obligation.
         Section 5. TRANSFER AGENTS AND REGISTRARS. The board of directors may,
from time to time, appoint and remove one or more agents, to keep the records of
the corporation's shares and to transfer or register (or both) such shares, in
such places, and with such powers, not inconsistent with law and these
regulations, as the board of directors shall deem proper.


                                  ARTICLE VIII

                                 CORPORATE SEAL

         The seal of the corporation shall be in such form as the board of
directors may designate or approve.


                                   ARTICLE IX

                                   FISCAL YEAR

         The fiscal year of the corporation shall be from the 1st day of
November to the 31st day of October, inclusive, in each year, or between such
other dates as the board of directors may by resolution designate.


                                    ARTICLE X

                                   AMENDMENTS

         These regulations may be amended, added to, or repealed and new
regulations may be adopted, at any meeting of shareholders called for that
purpose, by the affirmative vote of the holders of record of shares entitling
them to exercise a majority of the voting power on such proposal, or, without a
meeting, by the written consent of the holders of record of shares entitling
them to exercise a majority of the voting power on such proposal; provided that
if such action is taken without a meeting of the shareholders the secretary of
the corporation shall record said amendment, addition or change with respect to
these regulations in the records of the corporation and shall mail a copy of
said amendment, addition or change to each shareholder of record who would have
been entitled to vote thereon at a meeting of shareholders but who did not
participate in the adoption thereof.


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