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                           AMENDED AND RESTATED BYLAWS

                                       OF

                       NORTH COUNTRY FINANCIAL CORPORATION
                             (REVISED JUNE 27, 2001)


                               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 distribution affects stated capital, capital surplus and
earned surplus, or (b) if such amounts are


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<PAGE>

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
of the meeting shall designate such place.


                                       3


<PAGE>

         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.

         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


                                       4

<PAGE>

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.

         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


                                       5

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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

               (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



                                       6
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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 sixteen (16) 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 chosen shall hold office until the next election of the class for
which the director was chosen and until his successor shall be duly elected and
qualified or his resignation or removal. 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.

         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

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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 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.

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         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.

                               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


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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.

         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.


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<PAGE>


         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.

         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.

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<PAGE>

                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, 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


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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.

         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


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<PAGE>


(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.

         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


                                       14


<PAGE>

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 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.

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<PAGE>

         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.

                             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.




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