AMENDED AND RESTATED BYLAWS

                          OF

          NORTH COUNTRY FINANCIAL CORPORATION


                  ARTICLE I.  OFFICES

     Section 1.  Registered Office.  The registered
office of the Corporation shall be as specified in the
Articles of Incorporation. The Corporation shall keep
records containing the names and addresses of all
shareholders, the number, class and series of shares
held by each, and the dates when they respectively
became holders of record thereof, at its registered
office or at the office of its transfer agent.

     Section 2.  Other Offices.  The business of
the Corporation may be transacted in such locations
other than the registered office, within or outside the
State of Michigan, as the Board of Directors may from
time to time determine.

              ARTICLE II.  CAPITAL STOCK

     Section 1.  Stock Certificates.  Certificates
representing shares of the Corporation shall be in such
form as is approved by the Board of Directors.
Certificates shall be signed by the Chairman of the
Board of Directors, Vice Chairman of the Board of
Directors, Chief Executive Officer, President or a Vice
President, and by the Treasurer, Assistant Treasurer,
Secretary or Assistant Secretary of the Corporation, and shall be
sealed with the seal of the Corporation, or a facsimile
thereof, if one be adopted.  The signatures of the
officers may be facsimiles if the certificate is
countersigned by a transfer agent or registered by a
registrar other than the Corporation itself, or its
employees.  In the event an officer who has signed, or
whose facsimile signature has been placed upon, a certificate ceases
to be such officer before the certificate is issued, it
may be issued by the Corporation with the same effect
as if he were such officer at the date of issue.

     Section 2.  Replacement of Lost or Destroyed
Certificates.  In the event of the loss or destruction
of a stock certificate, no new certificate shall be
issued in place thereof until the Corporation has
received from the registered holder such assurances,
representations, warranties and/or guarantees as the
Board of Directors, in its sole discretion, shall deem
advisable, and until the Corporation receives
sufficient indemnification protecting it against any
claim that may be made on account of such loss or
destroyed certificate, or the issuance of any new
certificate in place thereof, including an indemnity
bond in such amount and with sureties, if any, as the
Board of Directors, in its sole discretion, deems
advisable.  Any new certificate issued in place of any
such lost or destroyed certificate shall be plainly
marked "duplicate" upon its face.

<PAGE>

     Section 3.  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 provide by the laws of Michigan.

     Section 4.  Transfer of Shares.  Shares of stock
of the Corporation shall be transferable only upon the
books of the Corporation.  The old certificates shall
be surrendered to the Corporation by delivery thereof
to the person in charge of the stock transfer books of
the Corporation, or to such other person as the Board
of Directors may designate, properly endorsed for
transfer, and such certificates shall be cancelled
before a new certificate is issued.  The
Corporation shall be entitled to treat the person in
whose name any share, right or option is registered as
the owner thereof for all purposes, and shall not be
bound to recognize any equitable or other claim with
respect thereto, regardless of any notice thereof,
except as may be specifically required by the laws of
the State of Michigan.

     Section 5.  Rules Governing Stock
Certificates.  The Board of Directors shall have the
power and authority to make all such rules and
regulations as they may deem expedient concerning the
issue, transfer and registration of certificates of
stock, and may appoint a transfer agent and a registrar
of transfer, and may require all such certificates to
bear the signature of such transfer agent and/or such
registrar of transfers.

     Section 6.  Record Date for Stock Rights.
The Board of Directors may fix, in advance, a date not
exceeding sixty (60) days preceding the date of payment
of any dividend, or the date for the allotment of
rights, or the date when any change or conversion or
exchange of capital stock shall go into effect, as a
record date for the determination of the shareholders
entitled to receive payment of any such dividends, or
any such allotment of rights, or to exercise the rights
with respect to any such change, conversion, or
exchange of capital stock; and in such case, only
shareholders of record on the date so fixed shall be
entitled to receive payment of such dividends, or
allotment of rights, or exercise such rights, as the
case may be, notwithstanding any transfer of any stock
on the books of the Corporation after any such record
date is fixed.

     In the event the Board of Directors shall
fail to fix a record date as provided in this Section 6
of Article II, the record date for the purposes
specified herein shall be the close of business on the
day on which the resolution of the Board of Directors
relating thereto is adopted.

     Section 7.  Dividends.  The Board of
Directors, in its discretion, may from time to time
declare and direct payment of dividends or other
distributions upon its outstanding shares out of funds
legally available for such purposes, which dividends
may be paid in cash, the Corporation's bonds or the
Corporation's property, including the shares or bonds
of other corporations.  In the event a dividend is paid or any
other distribution made, in any part, from sources
other than earned surplus, payment or distribution
thereof shall be accompanied by written notice to the
shareholders (a) disclosing the amounts by which the
dividend or

<PAGE>

distribution affects stated capital,
capital surplus and earned surplus, or (b) if such
amounts are not determinable at the time of the notice,
disclosing the approximate effect of the dividend or
distribution upon stated capital, capital surplus and
earned surplus, and stating that the amounts are not
yet determinable.

     In addition to the declaration of dividends and
other distributions provided in the preceding paragraph
of this Section 7 of Article II, the Board of
Directors, in its discretion, from time to time may
declare and direct the payment of a dividend in shares
of this Corporation, upon its outstanding shares, in
accordance with and subject to the provisions of the
Michigan Business Corporation Act.  A share dividend or
other distribution of shares of the Corporation shall
be accompanied by a written notice to shareholders (a)
disclosing the amounts by which the distributions
affects stated capital, capital surplus and earned
surplus, or (b) if such amounts are not determinable at
the time of the notice, disclosing the approximate
effect of the distribution upon stated capital, capital
surplus and earned surplus, and stating that the
amounts are not yet determinable.

     Section 8.  Acquisition of Shares.  Subject
to the limitations of the Michigan Business Corporation
Act, the Board of Directors may authorize the
Corporation to acquire its own shares, and shares so
acquired shall constitute authorized but unissued
shares.

     Section 9.  Redemption of Control Shares.
Control shares acquired in a control share acquisition,
with respect to which no acquiring person statement has
been filed with the Corporation, shall, at any time
during the period ending 60 days after the last
acquisition of control shares or the power to direct
the exercise of voting power of control shares by the
acquiring person, be subject to redemption by the
Corporation.  After an acquiring person
statement has been filed with the Corporation and after
the meeting at which the voting rights of the control
shares acquired in a control share acquisition are
submitted to the shareholders, the shares shall be
subject to redemption by the Corporation unless the
shares are accorded full voting rights by the
shareholders as provided in Section 798 of the Michigan
Business Corporation Act or any successor provision
thereof.  Redemptions of shares pursuant to this
Section 9 of Article II of the Bylaws shall be at the
fair value of the shares pursuant to procedures adopted
by the Board of Directors of the Corporation.

     The terms "control shares," "control share
acquisition," "acquiring person statement," "acquiring
person" and "fair value" as used in this Section 9 of
Article II of the Bylaws, shall have the meanings
ascribed to them, respectively, in Chapter 7B of the
Michigan Business Corporation Act or any successor
provision thereof.

              ARTICLE III.  SHAREHOLDERS

     Section 1.  Place of Meetings.  Meetings of
shareholders shall be held at the registered office of
the Corporation or at such other place, within or
outside the State of Michigan, as may be determined
from time to time by the Board of Directors; provided,
however, if a meeting of shareholders is to be held at
a place other than the registered office of the
Corporation, the notice

<PAGE>

of the meeting shall designate such place.

     Section 2.  Annual Meeting.  Annual meetings
of shareholders for election of directors and for such
other business as may come before the meeting shall be
held on the third Tuesday of April in each year but, if
such day is a legal holiday, then the meeting shall be
held on the first full business day following, at such
hour as may be fixed in the notice.  If the annual
meeting is not held as specified, the Board of
Directors shall cause a meeting to be held as soon
thereafter as convenient.

     Section 3.  Special Meetings.  Special
meetings of shareholders may be called by the Chairman
of the Board, the President or the Secretary, and shall
be called by either of them pursuant to resolution
therefor by the Board of Directors.

     Section 4.  Record Date for Notice and Vote.
For the purpose of determining shareholders entitled to
notice of and to vote at a meeting of shareholders or
an adjournment of a meeting, the Board of Directors may
fix a record date which shall not precede the date on
which the resolution fixing the record date is adopted
by the Board.  The date shall be not more than sixty
(60) nor less than ten (10) days before the date of the
meeting.  If a record date is not fixed, 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. 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 Section
4, the determination applies to any adjournment of the
meeting, unless the Board fixes a new record date under
this section for the adjourned meeting.

     For the purpose of determining shareholders
entitled to express consent to or to dissent from a
proposal without a meeting, the Board of Directors may
fix a record date which shall not precede the date on
which the resolution fixing the record date is adopted
by the Board and shall be not more than ten (10) days
after the Board resolution.  If a record date is not
fixed and prior action by the Board is required with respect to
the corporate action to be taken without a meeting, the
record date shall be the close of business on the day
on which the resolution of the Board is adopted.  If a
record date is not fixed and prior action by the Board
is not required, the record date shall be the first
date on which a signed written consent is delivered to
the Corporation as provided in Section 407 of the
Michigan Business Corporation Act.

     Section 5.  Notice of Shareholder Meetings.
Written notice of the time, place and purposes of any
meeting of shareholders shall be given not less than
ten (10) nor more than sixty (60) days before the date
of the meeting to each shareholder of record entitled
to vote at the meeting.  Such notice may be given
either by delivery in person to such shareholders or by
mailing such notice to shareholders at their addresses
as the same appear on the stock books of the
Corporation.

<PAGE>

     A shareholder's attendance at a meeting, in
person or by proxy, constitutes a waiver of his
objection to lack of notice or defective notice of the
meeting unless, at the beginning of the meeting, the
shareholder objects to holding the meeting or
transacting business at the meeting, and constitutes a
waiver of his objection to consideration of a
particular matter at the meeting that is not within the
purpose or purposes described in the meeting notice,
unless the shareholder objects to considering the
matter when it is presented.


     Section 6.  Voting Lists.  The Corporation's
officer or agent having charge of its stock transfer
books shall prepare and certify a complete list of the
shareholders entitled to vote at a shareholders'
meeting or any adjournment thereof, which list shall be
arranged alphabetically within each class and series,
and shall show the address of, and the number of shares
held by each shareholder.  The list shall be produced
at the time and place of the meeting of shareholders
and be subject to inspection by any shareholder at any
time during the meeting.  If for any reason the
requirements with respect to the shareholder list
specified in this Section 6 of Article III have not
been complied with, any shareholder, either in person
or by proxy, who in good faith challenges the existence
of sufficient votes to carry any action at the meeting,
may demand that the meeting be adjourned and the same
shall be adjourned until the requirements are complied
with; provided, however, that failure to comply with
such requirements does not affect the validity of any
action taken at the meeting before such demand is made.

     Section 7.  Voting.  Except as may otherwise
be provided in the Articles of Incorporation, each
shareholder entitled to vote at a meeting of
shareholders, or to express consent or dissent without
a meeting, shall be entitled to one (1) vote, in person
or by proxy, for each share of stock entitled to vote
held by such shareholder, provided however, no proxy
shall be voted after three (3) years from its date
unless such proxy provides for a longer period.  A vote
may be cast either orally or in writing as announced or
directed by the chairperson of the meeting prior to the
taking of the vote.  When an action other than the
election of directors is to be taken by vote of the
shareholders, it shall be authorized by a majority of
the votes cast by the holders of shares entitled to
vote thereon, unless a greater plurality is required by
express requirement of the Michigan Business
Corporation Act or of the Articles of Incorporation, in
which case such express provision shall govern and
control the decision of such question. Except as
otherwise expressly required by the Articles of
Incorporation, directors shall be elected by a
plurality of the votes cast at an election.

     Section 8.  Quorum.  Shares equaling a majority of
all of the voting shares of the capital stock of the
Corporation issued and outstanding represented in
person or by proxy, shall constitute a quorum at the
meeting.  Meetings at which less than a quorum is
represented may be adjourned by a vote of a majority of
the shares present to a further date without further
notice other than the announcement at such meeting, and
when the quorum shall be present upon such adjourned
date, any business may be transacted which might have
been transacted at the meeting as originally called.
Shareholders present in person or by proxy at any
meeting of shareholders may continue to do business
until adjournment, notwithstanding the withdrawal of
shareholders to leave less than a quorum.

<PAGE>

     Section 9.  Conduct of Meetings.  The
Chairman of the Board of Directors of the Corporation
or his designee shall call meetings of the shareholders
to order and shall act as chairman of such meetings
unless otherwise determined by the affirmative vote of
a majority of all the voting shares of the capital
stock of the Corporation issued and outstanding.  The
Secretary of the Corporation shall act as secretary of
all meetings of shareholders, but in the absence of the
Secretary at any meeting of shareholders, or his
inability or refusal to act as secretary, the presiding
officer may appoint any person to act as secretary of
the meeting.

     Section 10.  Inspector of Elections.  The
Board of Directors may, in advance of a meeting of
shareholders, appoint one or more inspectors to act at
the meeting or any adjournment thereof.  In the event
inspectors are not so appointed, or an appointed
inspector fails to appear or act, the person presiding
at the meeting of shareholders may, and on request of a
shareholder entitled to vote shall, appoint one or more
persons to fill such vacancy or vacancies, or to act as
inspector.  The inspector(s) 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, ballots or consents, hear and determine
challenges and questions arising in connection with the
right to vote, count and tabulate votes, ballots or
consents, determine the results, and do such acts as
are proper to conduct the election or vote with
fairness to all shareholders.

     Section 11.  Notification of Shareholder
Proposals.  The Board of Directors of the Corporation
shall submit for consideration and vote by the
shareholders, at any meetings of the shareholders, only
those proposals that are first brought before the
meeting by or at the direction of the Board of
Directors, or by any shareholder entitled to vote at
such meeting (a) who submits to the Corporation a
timely Notice of Proposal in accordance with the
requirements of this Section 11 and the proposal is a
proper subject for action by shareholders under
Michigan law, or (b) whose proposal is included in the
Corporation's proxy materials in compliance with all
the requirements set forth in the applicable rules and
regulations in the Securities and Exchange
Commission.

     Each shareholder's Notice of Proposal shall set forth:

          (a) The name and address of the shareholder
     submitting the proposal, as they appear on the
     Corporation's books and records;

          (b) A representation that the shareholder (i)
     is a holder of record of stock of the Corporation
     entitled to vote at such meeting, (ii) will
     continue to hold such stock through the date on
     which the meeting is held, and (iii) intends to
     appear in person or by proxy at the meeting to
     submit the proposal for shareholder vote;

          (c) A brief description of the proposal
     desired to be submitted to the meeting for
     shareholder vote and the reasons for conducting
     such business at the meeting; and

<PAGE>


          (d) A description of any financial or other
     interest of such shareholder in the proposal.

     A Notice of Proposal must be given, either by
personal delivery or by United States mail, postage
prepaid, and received by the Corporation not less than
thirty (30) days prior to the date of the originally
scheduled meeting, regardless of any adjournments
thereof to a later date; provided that, if less than
forty (40) days' notice of the meeting of shareholders
is given by the Corporation, the Notice of Proposal
must be received by the Corporation not later than the
close of business on the tenth (10th) day following the
date on which the notice of the scheduled meeting was
first mailed to the shareholders.

     The secretary of the Corporation shall notify
a shareholder in writing whether his or her Notice of
Proposal has been made in accordance with all the
requirements of this Section 11.  The chairman of the
meeting may refuse to acknowledge the proposal of any
shareholder not made in compliance with all such
requirements.

                ARTICLE IV.  DIRECTORS

     Section 1.  Board of Directors.  Except as
may otherwise be provided in the Articles of
Incorporation or these Bylaws, the general management
of the business and affairs of the corporation shall be
vested in a Board consisting of not less than five (5)
directors and not more than fifteen (15) directors, as
determined by the Board from time to time.  Commencing
with the annual meeting of the shareholders at which
this by-law Section 1 is adopted, the directors shall
be divided into three (3) classes, with the first class
consisting of one-third (1/3) of the total number of
directors, rounded up to the nearest whole number, the
second class consisting of one-third (1/3) of the total
number of directors, rounded up to the nearest whole
number, and the third class consisting of one-third
(1/3) of the total number of directors, rounded down to
the nearest whole number.  The term of office of
directors in the first class shall expire at the first
annual meeting of the shareholders after their
election, the second class shall expire at the second
annual meeting after their election, and the third
class shall expire at the third annual meeting after
their election.  At each succeeding annual meeting, a
number of directors equal to the number of the class
whose term expires at the time of the meeting shall be
elected to hold office until the third succeeding
annual meeting.  A director's term of office may not be
shortened by a Board action reducing the number of
directors on the Board.  If the Board authorizes an
increase in the number of directors in between annual
meetings of the shareholders, the new director
positions so created shall be treated as vacancies, and
the new director positions shall be distributed among
the three classes of directors so that the classes will
be as nearly equal in number as possible.  Vacancies in
the Board of Directors may be filled by the remaining
members of the Board as provided in the Articles of
Incorporation, and each person so elected shall be a
director until the next election of directors by the
shareholders.  No person shall be eligible for election
as a director after he or she has attained age 65.

     Section 2.  Nominations for Board.
Nominations of candidates for election to the Board of
Directors shall be made in the manner provided in the
Articles of Incorporation.

<PAGE>

     Section 3.  Resignation.  A director may resign by
written notice to the Corporation.  A director's
resignation is effective upon its receipt by the
Corporation or a later time set forth in the notice of
resignation.

     Section 4.  Place of Meetings and Records.
The directors shall hold their meetings, and maintain
the minutes of the proceedings of meetings of
shareholders, Board of Directors, and executive and
other committees, if any, and keep the books and
records of account for the Corporation, in such place
or places, within or outside the State of Michigan, as
the Board may from time to time determine.

     Section 5.  Annual Meetings of Directors.
The newly elected Directors shall hold their first
meeting, without notice other than these Bylaws, at the
same place and immediately after the annual meeting of
the Shareholders at which they are elected, or the time
and place of such meeting may be fixed by consent in
writing of all the Directors.

     Section 6.  Regular Meetings of the Board.
Regular meetings of the Board of Directors may be held
at such times and places and pursuant to such notice,
if any, as may be established from time to time by
resolution of the Board of Directors.

     Section 7.  Special Meetings of the Board.
Special meetings of the Board of Directors may be
called by the Chairman of the Board, the President or
the Secretary, and shall be called by one of them upon
the written request of a majority of the Directors.
Written notice of the time and place of special
meetings of the Board shall be delivered personally or
mailed to each director at least forty-eight (48) hours
prior thereto.  Attendance of a Director at a special
meeting constitutes a waiver of notice of the meeting,
except where a director attends the meeting for the
express purpose of objecting to the transaction of any
business because the meeting is not lawfully called or
convened.

     Section 8.  Meeting Participation By Means Of
Communication Equipment. Members of the Board of
Directors or any committee designated by the Board of
Directors may participate in the meeting of the Board
of Directors or of such committee by means of a
conference telephone or similar communication equipment
by means of which all persons participating in the
meeting can hear each other, and participation in a
meeting pursuant to this Section 8 shall constitute
presence in person at such meeting.

     Section 9.  Quorum and Vote.  At all meetings
of the Board or a committee thereof, a majority of the
members of the Board of Directors then in office or
members of such committee, but not less than two (2)
(if there are at least two (2) members of the Board or
such committee), shall constitute a quorum for the
transaction of business.  The act of a majority of the
members present at any meeting at which there is a
quorum shall be the act of the Board of Directors or
the committee.  If a quorum shall not be present at any
meeting of the Board of Directors or a committee, a
majority of the members present thereat may adjourn the
meeting from time to time

<PAGE>

into another place without notice other than an announcement
at the meeting until a quorum shall be present.

     Section 10.  Action of the Board Without a
Meeting.  Any action required or permitted to be taken
pursuant to authorization voted at a meeting of the
Board of Directors, or any committee thereof, may be
taken without a meeting if, before or after the action,
all members of the Board of Directors then in office,
or of such committee, consent thereto in writing.  Such
written consent shall be filed with the minutes of the
proceedings of the Board of Directors and the consent
shall have the same effect as a vote of the Board of
Directors for all purposes.

     Section 11.   Committees.  The Board of
Directors may, by resolution passed by a majority of
the whole Board, designate one or more committees, each
committee to consist of one or more of the directors of
the Corporation.  The Board of Directors may designate
one or more directors as alternate members of any
committee, who may replace any absent or disqualified
member of any committee. In the absence or in the event
of the disqualification of a member of a committee, the
member or members thereof present at any meeting and
not disqualified from voting, whether or not he or they
constitute a quorum, may unanimously appoint another
member of the Board of Directors to act at the meeting
in the place of any such absent or disqualified member.
A committee and each member thereof shall serve at the
pleasure of the Board.

     Any committee, to the extent provided in the
resolution of the Board or in these Bylaws, shall have
and may exercise the powers of the Board of Directors
in the management of the business and affairs of the
Corporation.  No committee, however, shall have the
power or authority to amend the Articles of
Incorporation or Bylaws of the Corporation, adopt an
agreement of merger or consolidation, recommend to the
shareholders the sale, lease or exchange of all or
substantially all of the Corporation's property and
assets, recommend to the shareholders a dissolution of
the Corporation or a revocation of a dissolution, or
fill vacancies in the Board of Directors.  The
committee shall not have the power or authority to
declare a distribution, dividend or authorize the
issuance of stock unless such power is granted to such
committee by specific resolution of the Board of
Directors.  Such committee or committees shall have
such name or names as may be determined from time to
time by resolution adopted by the Board of Directors.
The committees shall keep regular minutes of their
proceedings and report the same to the Board when
required.  If a committee is designated as an Executive
Committee, its members shall consist of the Chairman of
the Board, the President, and such other directors as
shall be designated by the Board of Directors.

     Section 12.  Compensation.  By resolution of
the Board of Directors, the directors may be paid their
expenses, if any, of attendance at each meeting of the
Board or of any committees of which they are a member,
and may be paid a fixed sum for attendance at each
meeting of the Board or such committee, or a stated fee
for serving as a director or for serving on any such
committee.  No such payment shall preclude any director
from serving the Corporation in any other capacity and
receiving compensation therefor.

<PAGE>

                 ARTICLE V.  OFFICERS

     Section 1.  Designation of Officers.  The
officers of the Corporation shall consist of such
officers as the Board of Directors shall determine from
time to time, and may include a Chairman of the Board,
a Chief Executive Officer, a President, a Secretary, a
Treasurer, one or more Vice Presidents, and such other
or different offices as may be established by the Board
of Directors.  The officers of the Corporation need not be
directors or shareholders.  Any two or more offices may
be held by the same person, but an officer shall not
execute, acknowledge or verify any instrument in more
than one capacity if the instrument is required by law
to be executed, acknowledged or verified by two or more
officers.  An officer has such authority and shall
perform such duties in the management of the
Corporation as provided in these Bylaws, or as may be
determined by resolution of the Board of Directors not
inconsistent with these Bylaws, and as generally
pertain to their offices, subject to the control of the
Board of Directors.

     Section 2.  Election of Officers.  The
officers of the Corporation shall be elected at the
first meeting of the Board of Directors, or by action
taken pursuant to written consent, after the annual
meeting of shareholders.  Officers shall hold office
for the term of their election and until their
respective successors are elected and qualified, or
until resignation or removal.  The election or
appointment of an officer does not, by itself, create
contract rights.

     Section 3.  Resignation and Removal.  Each
officer shall serve at the pleasure of the Board of
Directors.  An officer may resign by written notice to
the Corporation, which resignation is effective upon
its receipt by the Corporation or at a subsequent time
specified in the notice of resignation.  The Chairman
and Chief Executive Officer may be removed at any time,
with or without cause, but only on the affirmative vote
of a majority of the full Board of Directors.  The
President and all vice presidents, the secretary and
the treasurer may be removed at any time, with or
without cause, by the Chief Executive Officer or by
majority vote of the directors present at any meeting.
Any assistant secretary or assistant treasurer, or
subordinate officer or agent appointed pursuant to
Section 2 of Article V of these Bylaws may be removed
at any time, with or without cause, by a majority vote
of directors present in a meeting, by the Chief
Executive Officer, or any committee or other officer in
power to do so by resolution of the Board.  Any vacancy
in any office of the Corporation shall be filled by the
Board of Directors.

     Section 4.  Compensation of Officers.  The
Board of Directors, by affirmative vote or a majority
or Directors in office and irrespective of any personal
interest of any of them, may establish reasonable
compensation of officers for services to the
Corporation.

     Section 5.  Chairman of the Board.  The
Chairman of the Board of Directors, if one be elected,
shall be elected by the directors from among the
directors then serving.  The Chairman of the Board
shall preside at all meetings of the Board of Directors
and meetings of the shareholders, and shall perform
such other duties as from time to time may be
determined by resolution of the Board of Directors not
inconsistent with these Bylaws.

<PAGE>

     Section 6.  Chief Executive Officer.  The
Chief Executive Officer of the Corporation shall have
such authority and shall perform such duties in the
management of the Corporation as usually are vested in
or incident to the office of a chief executive officer
of a corporation.  In the absence or nonelection of the
Chairman of the Board of Directors, the Chief Executive
Officer shall preside at all meetings of the Board of
Directors and meetings of the shareholders.

     Section 7.  President.  The President of the
Corporation shall have such authority and shall perform
such duties as shall be assigned to him by the Board of
Directors.

     Section 8.  Vice Presidents.  The Vice
Presidents shall have such authority and shall perform
such duties as shall be assigned to them by the Board
of Directors and may be designated by such special
titles as the Board of Directors shall approve.

     Section 9.  Treasurer.  The Treasurer, or
other officer performing the duties of a Treasurer,
shall have custody of the corporate funds and
securities and shall keep full and accurate account of
receipts and disbursements in books belonging to the
Corporation.  The Treasurer shall deposit all money and
other valuables in the name and to the credit of the
Corporation in such depositories as may be designated
by the Board of Directors.  The Treasurer shall
disburse the funds of the Corporation as may be ordered
by the Board of Directors or the
Chief Executive Officer taking proper vouchers for such
disbursements.  The Treasurer shall render to the Chief
Executive Officer and Board of Directors, or any member
thereof, at such times as they may request within
reason, an account of all his transactions as Treasurer
and of the financial condition of the Corporation.  In
general the Treasurer shall perform all duties incident
to the office of Treasurer and such other duties as may
be assigned by the Board of Directors.  The Treasurer
may be required to give bond for the faithful
performance of his duties in such sum and with such
surety, at the expense of the Corporation, as the Board
of Directors may from time to time require.

     Section 10.  Secretary.  The Secretary shall give
or cause to be given notice or all meetings of
shareholders and Directors and all other notices
required by law or by these Bylaws, and in case of his
absence or refusal or neglect to do so, any such notice
may be given by the shareholders upon whose requisition
the meeting is called, as provided in these Bylaws.
The Secretary shall record all the proceedings of the
meetings of the shareholders and of the Directors in
one or more books provided for that purpose.  The
Secretary shall have custody of the seal of the
Corporation, if one be provided, and shall affix the
same to all instruments requiring it when authorized by
the Directors or the Chief Executive Officer.  The
Secretary shall have such authority and perform such
other duties as may be assigned by the Board of
Directors.  All records in the possession or custody of
the Secretary shall be open to examination by the
Chairman of the Board, Chief Executive Officer and
Board of Directors, or any member thereof, during
regular business hours.

     Section 11.  Other Offices.  Other officers
elected by the Board of Directors shall have such
authority and shall perform such duties in the
management of the Corporation as may be determined by
resolution of the Board of Directors not inconsistent
with these Bylaws.

<PAGE>

     Section 12.  Bonds.  If the Board of
Directors shall so require, the treasurer, and the
assistant treasurer and/or other officer or agent of
the Corporation, shall give bond to the Corporation in
such amount and with such surety as the Board of
Directors may deem sufficient, conditioned upon the
faithful performance of the respective duties and
offices.

     Section 13.  Absence.  In the case of the absence
or inability to act of any officer, or for any other
reason that the Board of Directors 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 to any other director or officer.

  ARTICLE VI.  CONTRACTS, LOANS, CHECKS AND DEPOSITS

     Section 1.  Contracts.  The Board of
Directors may authorize any officer or officers, agent
or agents to enter into any contract or execute and
deliver any instrument in the name of and on behalf of
the Corporation, and such authority may be general or
confined to specific instances.

     Section 2.  Loans.  No loans shall be
contracted on behalf of the Corporation, and no
evidences of indebtedness shall be issued in its name,
unless authorized by resolution of the Board of
Directors.  Such authorization may be general or
confined to specific instances.

     Section 3.  Checks.  All checks, drafts or
other orders for the payment of money, notes or other
evidences of indebtedness issued in the name of the
Corporation shall be signed by such officer or
officers, agent or agents of the Corporation and in
such manner as shall from time to time be determined by
resolution of the Board of Directors.  Any signature on
any check, draft or other order may be signed by the
facsimile signature of any person authorized to sign
under this Section 3 of Article VI.  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 4.  Deposits.  All funds of the
Corporation, not otherwise employed, shall be deposited
from time to time to the credit of the Corporation in
such banks, trust companies or other depositories as
the Board of Directors may determine.

             ARTICLE VII.  INDEMNIFICATION

     Section 1.  Indemnification for Actions
Brought by Third Parties.  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,

<PAGE>

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
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
Brought for the Benefit 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 7 of this Article VII.  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.  Limitation of Director Liability.
Notwithstanding Sections 1 and 2 of this Article VII,
and in accordance with Article VI of the Articles of
Incorporation, the Corporation shall indemnify a
director for expenses and liabilities without a
determination that the director has met the standard of
conduct set forth in Sections 1 and 2, except with
respect to settlements of actions by or on behalf of
the corporation; provided, however, that no
indemnification may be made without court approval 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.

<PAGE>

     Section 4.  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 VII, 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 VII.

     Section 5.  Authorization of Indemnification.
Except as otherwise provided in Section 3 of this
Article VII, any indemnification under Section 1 or 2
of this Article VII (unless ordered by a court) shall
be made by the Corporation only as authorized in the
specific case upon a determination that indemnification
is proper in the circumstances because the person has
met the applicable standard of conduct set forth in
this Article VII and upon an evaluation of the
reasonableness of expenses and amounts paid in
settlement.  Such determination shall be made (a) by
the Board of Directors by a majority vote of a quorum
consisting of directors who are not parties or
threatened to be made parties to such action, suit or
proceeding, or if such a quorum cannot be obtained, by
a majority vote of a committee duly designated by the
Board consisting solely of two or more directors not at
the time parties or threatened to be made parties to
such action, suit or proceeding; (b) by independent
legal counsel (who may be the regular counsel of the
Corporation) in a written opinion, which counsel shall
be selected as provided in (a) above, provided that if
a committee cannot be designated as provided in (a)
above, then the Board shall select such independent
counsel; (c) by all Independent Directors (as that term
is defined in the Michigan Business Corporation Act)
who are not parties or threatened to be made parties to
such action, suit or proceeding; or (d) by the
shareholders, but shares held by directors, officers,
employees or agents who are parties or threatened to be
made parties to such action, suit or proceeding may not
be voted.  In designating a committee under (a) above,
or in the selection of independent legal counsel in the
event a committee cannot be designated pursuant to (b)
above, all directors may participate.  The Corporation
may indemnify a person for a portion of expenses
(including reasonable attorneys' fees), judgments,
penalties, fines and amounts paid in settlement for
which the person is entitled to indemnification under
Section 1 or 2 of this Article VII, even though the
person is not entitled to indemnification for the total
amount of such expenses, judgments, penalties, fines
and amounts paid in settlement.  An authorization of
indemnification under this Section 5 of Article VII
shall be made (a) by the Board of Directors in one of
the following ways: (i) by a majority vote of the Board
of Directors consisting of two or more directors not at
the time parties or threatened to be made parties to
such action, suit or proceeding, (ii) by a majority
vote of a committee consisting solely of two or more
directors not at the time parties or threatened to be
made parties to such action, suit or proceeding, (iii)
by a majority vote of one or more Independent Directors
who are not parties or threatened to be made parties to
such action, suit or proceeding, or (iv) if there are
no Independent Directors and less than 2 directors who
are not parties or threatened to be made parties to the
action, suit or proceeding, by the full Board of
Directors in accordance with Section 523 of the
Michigan Business Corporation Act, or (b) by the
shareholders, but shares held by directors, officers,
employees or agents who are parties or threatened to be
made parties to the action, suit or proceeding may not
be voted on the authorization.

<PAGE>

     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
in defending a civil or criminal action, suit or
proceeding described in Section 1 or 2 of this Article
VII shall be paid by the Corporation in advance
of the final disposition of such action,
suit or proceeding if (a) the person furnishes
the Corporation a written affirmation of his or her
good faith belief that he or she has met the applicable
standard of conduct set forth in Section 1 or 2 of this
Article VII; (b) 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; and (c) a determination is made
that the facts then known to those making the
determination would not preclude indemnification under
the Michigan Business Corporation Act.  Persons who are
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 VII shall be made in
the manner specified in Section 5 of this Article.
Notwithstanding the foregoing, in no event shall any
advance be made in instances where the Board 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 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 VII or was adjudged liable as
described in Section 2 of this Article VII, provided,
however, that if he or she was adjudged liable, his or
her indemnification shall be limited to reasonable
expenses incurred.

     Section 8. Non-Exclusivity of Rights.  The
right to indemnification conferred in this article
shall not be exclusive of any other right that any
person may have or acquire under any statute, provision
of the articles of incorporation, bylaws, agreement,
vote of shareholders or disinterested directors, or
otherwise.

     Section 9. Insurance.  The Corporation may
maintain insurance, at its expense, to protect itself
and any director, officer, employee, or agent of the
corporation or of another corporation, partnership,
joint venture, trust, or other enterprise against any
expense, liability, or loss, whether or not the
corporation would have the power to indemnify the
person against the expenses, liability, or loss under
the MBCA.

     Section 10.  Mergers.  For the purposes of this
Article VII, references to the "Corporation" include
all constituent Corporations 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 such
constituent Corporation, or is or was serving at the
request of such

<PAGE>

constituent 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 VII with respect to the
resulting or surviving Corporation if he or she had
served the resulting or surviving Corporation in the
same capacity.

     Section 11.  Savings Clause.  If this Article
VII 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 VII that shall not have been invalidated or by
any other applicable law.

     Section 12. Amendment.  If this Article VII
is repealed, amended or modified, it shall not affect
any right or protection existing at the time of such
repeal, amendment or modification.

             ARTICLE VIII.  MISCELLANEOUS

     Section 1.  Fiscal Year.  The fiscal year of
this Corporation shall end on the last Saturday of
December of each year.

     Section 2.  Notices.  Whenever any notice is
required to be given under the provisions of any law,
the Articles of Incorporation for this Corporation, or
by these Bylaws, it shall not be construed or
interpreted to mean personal notice, unless expressly
so stated, and any notice so required shall be deemed
to be sufficient if given in writing by mail, by
depositing the same in a Post Office box, postage
prepaid, addressed to the person entitled thereto at
his last known Post Office address, and such notice
shall be deemed to have been given on the day of such
mailing. Shareholders not entitled to vote shall not be
entitled to receive notice of any meetings, except as
otherwise provided by law or these Bylaws.

     Section 3.  Waiver of Notice.  Whenever any
notice is required to be given under the provisions of
any law, or the Articles of Incorporation for this
Corporation, or these Bylaws, a waiver thereof in
writing, signed by the person or persons entitled to
said notice, whether before or after the time stated
therein, shall be deemed equivalent thereto.

     Section 4.  Voting of Securities.  Securities
of another corporation, foreign or domestic, standing
in the name of this Corporation which are entitled to
vote shall be voted, in person or by proxy, by the
Chief Executive Officer of this Corporation or by such
other or additional persons as may be designated by the
Board of Directors.

<PAGE>

                ARTICLE IX.  AMENDMENTS

     Except as may otherwise be provided in the
Articles of Incorporation or these Bylaws, these Bylaws
may be amended, repealed or new Bylaws adopted either
by a majority vote of the Board of Directors at a
regular or special meeting of the Board, or by vote of
the holders of a majority of the outstanding voting
stock of the Corporation at any annual or special
meeting, if notice of the proposed amendment, repeal or
adoption be contained in the notice of such meeting.