Exhibit
      3.2




**AMENDED
      AND RESTATED**


**CODE
      OF BY-LAWS**


**OF**


**MISCOR
      GROUP, LTD.**




**ARTICLE
      I**


**Offices**




**Section
      1.**  *Principal
      Office.* The
      principal office (the “Principal Office”) of MISCOR Group, Ltd. (the
“Corporation”) shall be at 1125 South Walnut Street, South Bend, Indiana 46619,
      or such other place as shall be determined by resolution of the Board of
      Directors of the Corporation (the “Board”).




**Section
      2.**  *Other
      Offices* .  The
      Corporation may have such other offices at such other places within or without
      the State of Indiana as the Board may from time to time designate, or as the
      business of the Corporation may require, subject to regulatory
      approval.




**ARTICLE
      II**


**Seal**




**Section
      1.**  *Corporate
      Seal.* The
      Board may designate the design and cause the Corporation to obtain and use
      a
      corporate seal, but the failure of the Board to designate a seal or the absence
      of the impression of the seal from any document shall not affect in any way
      the
      validity or effect of the document.




**ARTICLE
      III**


**Shareholder
      Meetings**




**Section
      1.**  *Place
      of Meeting.* Every
      meeting of the shareholders of the Corporation (the “Shareholders”) shall be
      held at the Principal Office, unless a different place is specified in the
      notice or waiver of notice of such meeting or by resolution of the Board or
      the
      Shareholders, in which event such meeting may be held at the place so specified,
      either within or without the State of Indiana.




**Section
      2.**  *Annual
      Meeting.* The
      annual meeting of the Shareholders (the “Annual Meeting”) shall be held each
      year at [2:00 P.M.] on the [third Wednesday] in [April] (or, if such day is
      a
      legal holiday, on the next succeeding day not a legal holiday), for the purpose
      of electing directors of the Corporation (“Directors”) and for the transaction
      of such other business as may legally come before the Annual Meeting. If for
      any
      reason the Annual Meeting shall not be held at the date and time herein
      provided, the same may be held at any time thereafter, or the business to be
      transacted at such Annual Meeting may be transacted at any special meeting
      of
      the Shareholders (a “Special Meeting”) called for that purpose.




**Section
      3.**  *Notice
      of Annual Meeting* .  Written
      or printed notice of the Annual Meeting, stating the date, time and place
      thereof, shall be delivered or mailed by the Secretary or an Assistant Secretary
      to each Shareholder of record entitled to notice of such Meeting, at such
      address as appears on the records of the Corporation, at least ten and not
      more
      than sixty days before the date of such Meeting.




**Section
      4.**  *Special
      Meetings* .  Special
      Meetings, for any purpose or purposes (unless otherwise prescribed by law),
      may
      be called by only the Chairman of the Board of Directors (the “Chairman”), if
      any, or by the Board, pursuant to a resolution adopted by a majority of the
      total number of Directors of the Corporation, to vote on the business proposed
      to be transacted thereat. All requests for Special Meetings shall state the
      purpose or purposes thereof, and the business transacted at such Meeting shall
      be confined to the purposes stated in the call and matters germane
      thereto.




**Section
      5.**  *Notice
      of Special Meetings.* Written
      or printed notice of all Special Meetings, stating the date, time, place and
      purpose or purposes thereof, shall be delivered or mailed by the Secretary
      or an
      Assistant Secretary to each Shareholder of record entitled to notice of such
      Meeting, at such











address
      as appears on the records of the Corporation, at least ten and not more than
      sixty days before the date of such Meeting.




**Section
      6.**  *Waiver
      of Notice of Meetings* .  Notice
      of any Annual or Special Meeting (a “Meeting”) may be waived in writing by any
      Shareholder, before or after the date and time of the Meeting specified in
      the
      notice thereof, by a written waiver delivered to the Corporation for inclusion
      in the minutes or filing with the corporate records. A Shareholder’s attendance
      at any Meeting in person or by proxy shall constitute a waiver of (a) notice
      of
      such Meeting, unless the Shareholder at the beginning of the Meeting objects
      to
      the holding of or the transaction of business at the Meeting, and (b)
      consideration at such Meeting of any business 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
      7.**  *Quorum.* At
      any Meeting, the holders of a majority of the voting power of all shares of
      the
      Corporation (the “Shares”) issued and outstanding and entitled to vote at such
      Meeting, represented in person or by proxy, shall constitute a quorum for the
      election of Directors or for the transaction of other business, unless otherwise
      provided by law, the Articles of Incorporation of the Corporation, as the same
      may, from time to time, be amended (the “Articles”) or this Amended and Restated
      Code of By-Laws, as the same may, from time to time, be amended (these
“By-Laws”). If, however, a quorum shall not be present or represented at any
      Meeting, the Shareholders entitled to vote thereat, present in person or
      represented by proxy, shall have power to adjourn the Meeting from time to
      time,
      without notice other than announcement at the Meeting of the date, time and
      place of the adjourned Meeting, unless the date of the adjourned Meeting
      requires that the Board fix a new record date (the “Record Date”) therefor, in
      which case notice of the adjourned Meeting shall be given. At such adjourned
      Meeting, if a quorum shall be present or represented, any business may be
      transacted that might have been transacted at the Meeting as originally
      scheduled.




**Section
      8.**  *Voting.* At
      each Meeting, every Shareholder entitled to vote shall have one vote for each
      Share standing in his name on the books of the Corporation as of the Record
      Date
      fixed by the Board for such Meeting, except as otherwise provided by law or
      the
      Articles, and except that no Share shall be voted at any Meeting upon which
      any
      installment is due and unpaid. Voting for Directors and, upon the demand of
      any
      Shareholder, voting upon any question properly before a Meeting, shall be by
      ballot. A plurality vote shall be necessary to elect any Director, and on all
      other matters, the action or a question shall be approved if the number of
      votes
      cast thereon in favor of the action or question exceeds the number of votes
      cast
      opposing the action or question, except as otherwise provided by law, the
      Articles or these By-Laws. If the Articles provide that a class of capital
      stock
      of the Corporation or a series of a class shall vote as a class, either
      generally or to authorize one or more specific actions, such voting as a class
      or series shall be in addition to any other required vote. Where voting as
      a
      class or series is required with respect to election of a Director, a plurality
      vote of such series or class shall be necessary, and on all other matters,
      the
      action or a question shall be approved if the number of votes of such class
      or
      series cast thereon in favor of the action or question exceeds the number of
      votes of such class or series cast opposing the action or question, except
      as
      otherwise provided by law or the Articles. Shareholders may not cumulate their
      votes.




**Section
      9** ***.*** *Shareholder
      List.* The
      Secretary shall prepare before each Meeting a complete list of the Shareholders
      entitled to notice of such Meeting, arranged in alphabetical order by class
      of
      Shares (and each series within a class), and showing the address of, and the
      number of Shares entitled to vote held by, each Shareholder (the “Shareholder
      List”). Beginning five business days before the Meeting and continuing
      throughout the Meeting, the Shareholder List shall be on file at the Principal
      Office or at a place identified in the Meeting notice in the city where the
      Meeting will be held, and shall be available for inspection by any Shareholder
      entitled to vote at the Meeting. On written demand, made in good faith and
      for a
      proper purpose and describing with reasonable particularity the Shareholder’s
      purpose, and if the Shareholder List is directly connected with the
      Shareholder’s purpose, a Shareholder (or such Shareholder’s agent or attorney
      authorized in writing) shall be entitled to inspect and to copy the Shareholder
      List, during regular business hours and at the Shareholder’s expense, during the
      period the Shareholder List is available for inspection. The original stock
      register or transfer book (the “Stock Book”), or a duplicate thereof kept in the
      State of Indiana, shall be the only






2




evidence
      as to who are the Shareholders entitled to examine the Shareholder List, or
      to
      notice of or to vote at any Meeting.




**Section
      10.**  *Proxies.* A
      Shareholder may vote either in person or by proxy executed in writing by the
      Shareholder or a duly authorized attorney-in-fact. No proxy shall be valid
      after
      eleven months from the date of its execution, unless a shorter or longer time
      is
      expressly provided therein.




**Section
      11.**  *Notice
      of Shareholder Business* .  At
      an Annual Meeting of the Shareholders, only such business shall be conducted
      as
      shall have been properly brought before the Meeting. To be properly brought
      before an Annual Meeting, business must be (a) specified in the notice of
      Meeting (or any supplement thereto) given by or at the direction of the Board,
      (b) otherwise properly brought before the Meeting by or at the direction of
      the
      Board, or (c) otherwise properly brought before the Meeting by a Shareholder.
      For business to be properly brought before an Annual Meeting by a Shareholder,
      the Shareholder must have the legal right and authority to make the proposal
      for
      consideration at the Meeting and the Shareholder must have given timely notice
      thereof in writing to the Secretary of the Corporation. To be timely, any
      proposal which a Shareholder wishes to have presented at an Annual Meeting
      and
      included in the Corporation’s proxy statement and form of proxy relating to that
      Meeting must comply in all respects with Regulation 14A under the Securities
      Exchange Act of 1934, as amended (the “1934 Act”). A Shareholder’s notice
      relating to a proposal that will be submitted for presentation at an Annual
      Meeting but not for inclusion in the Corporation’s proxy statement must be
      delivered to or mailed and received at the principal executive offices of the
      Corporation, not less than 120 days prior to the Meeting; provided, however,
      that in the event that less than 130 days’ notice or prior public disclosure of
      the date of the Meeting is given or made to Shareholders (which notice or public
      disclosure shall include the date of the Annual Meeting specified in these
      By-Laws, if such By-Laws have been filed with the Securities and Exchange
      Commission and if the Annual Meeting is held on such date), notice by the
      Shareholder to be timely must be so received not later than the close of
      business on the 10th day following the day on which such notice of the date
      of
      the Annual Meeting was mailed or such public disclosure was made. A
      Shareholder’s notice to the Secretary shall set forth as to each matter the
      Shareholder proposes to bring before the Annual Meeting (w) a brief description
      of the business desired to be brought before the Annual Meeting and the reasons
      for conducting such business at the Annual Meeting, (x) the name and record
      address of the Shareholder proposing such business, (y) the class and number
      of
      shares of the Corporation which are beneficially owned by the Shareholder,
      and
      (z) any material interest of the Shareholder in such business. Notwithstanding
      anything in these By-Laws to the contrary, no business shall be conducted at
      an
      Annual Meeting except in accordance with the procedures set forth in this
      Section 11. The Chairman of an Annual Meeting shall, if the facts warrant,
      determine and declare to the Meeting that business was not properly brought
      before the Meeting and in accordance with the provisions of this Section 11,
      and
      if he should so determine, he shall so declare to the Meeting and any such
      business not properly brought before the Meeting shall not be transacted. At
      any
      Special Meeting of the Shareholders, only such business shall be conducted
      as
      shall have been brought before the Meeting by or at the direction of the Board
      of Directors.




**Section
      12.**  *Notice
      of Shareholder Nominees* .  Only
      persons who are nominated in accordance with the procedures set forth in this
      Section 12 shall be eligible for election as Directors. Nominations of persons
      for election to the Board may be made at a Meeting of Shareholders by or at
      the
      direction of the Board of Directors, by any nominating committee or person
      appointed by the Board of Directors or by any Shareholder of the Corporation
      entitled to vote for the election of Directors at the Meeting who complies
      with
      the notice procedures set forth in this Section 12. Such nominations, other
      than
      those made by or at the direction of the Board, shall be made pursuant to timely
      notice in writing to the Secretary of the Corporation. To be timely, a
      Shareholder’s notice shall be delivered to or mailed and received at the
      principal executive offices of the Corporation not less than 120 days prior
      to
      the Meeting; provided, however, that in the event that less than 130 days’
notice or prior public disclosure of the date of the Meeting is given or made
      to
      Shareholders (which notice or public disclosure shall include the date of the
      Annual Meeting specified in these By-Laws, if such By-Laws have been filed
      with
      the Securities and Exchange Commission and if the Annual Meeting is held on
      such
      date), notice by the Shareholders to be timely must be so received not later
      than the close of






3




business
      on the 10th day following the day on which such notice of the date of the
      Meeting was mailed or such public disclosure was made. Such Shareholder’s notice
      shall set forth (a) as to each person whom the Shareholder proposes to nominate
      for election or re-election as a Director, (i) the name, age, business address
      and residence address of such person, (ii) the principal occupation or
      employment of such person, (iii) the class and number of shares of the
      Corporation which are beneficially owned by such person and (iv) any other
      information relating to such person that is required to be disclosed in
      solicitations of proxies for election of Directors, or is otherwise required,
      in
      each case pursuant to Regulation 14A under the 1934 Act (including without
      limitation such person’s written consent to being named in the proxy statement
      as a nominee and to serving as a Director if elected); and (b) as to the
      Shareholder giving the notice (i) the name and record address of such
      Shareholder and (ii) the class and number of shares of the Corporation which
      are
      beneficially owned by such Shareholder. No person shall be eligible for election
      as a Director of the Corporation unless nominated in accordance with the
      procedures set forth in this Section 12. The Chairman of the Meeting shall,
      if
      the facts warrant, determine and declare to the Meeting that a nomination was
      not made in accordance with the procedures prescribed by these By-Laws, and
      if
      he should so determine, he shall so declare to the Meeting and the defective
      nomination shall be disregarded.




**Section
      13.** *Action
      Without Meeting.* Any
      action required or permitted to be taken at any meeting of the Shareholders
      may
      be taken without a meeting if the action is taken in writing by Shareholders
      having at least the minimum number of votes necessary to authorize the action
      at
      a meeting at which all shareholders entitled to vote were present and voted.
      The
      action must be evidenced by one (1) or more written consents describing the
      action taken, signed by the Shareholders having the requisite number of votes,
      bearing the date of signature of each shareholder who signs the consent, and
      delivered to the Corporation for inclusion in the minutes or filing with the
      corporate records. Action taken under this Section 13 is effective when, within
      sixty (60) days after the earliest dated consent delivered to the Corporation,
      written consents signed by a sufficient number of shareholders to take action
      are delivered to the Corporation, unless the consent specifies a different
      prior
      or subsequent effective date, in which case the action is effective on or as
      of
      the specified date. In the event any such action is taken by less than unanimous
      consent, the Corporation shall promptly notify the other Shareholders of any
      such action taken as soon as reasonably practicable after the effective date
      of
      such action. Any action taken by consent pursuant to this Section 13 shall
      have
      the same effect as if such action was taken at a meeting of all Shareholders
      and
      may be described as such in any document.




**Section
      14.**  *Recognition
      Procedure for Beneficial Ownership of Shares or Rights.* The
      Board may establish by resolution a recognition procedure by which the
      beneficial owner of any share or right of the Corporation that is registered
      on
      the books of the Corporation in the name of a nominee is recognized by the
      Corporation, to the extent provided in any such recognition procedure, as the
      owner thereof.




**Section
      15.**  *Disclosure
      Procedure for Beneficial Ownership of Shares of Rights.* The
      Board may establish by resolution a disclosure procedure by which the name
      of
      the beneficial owner of any share or right of the Corporation that is registered
      on the books of the Corporation in the name of a nominee shall, to the extent
      not prohibited by the Indiana Business Corporation Law or other applicable
      laws,
      be disclosed to the Corporation. Any disclosure procedure established by the
      Board of Directors may include reasonable sanctions to ensure compliance
      therewith, including without limitation (a) prohibiting the voting of,
      (b) providing for mandatory or optional reacquisition by the Corporation
      of, and (c) the withholding or payment into escrow of any dividend or other
      distribution in respect of, any share or right of the Corporation as to which
      the name of the beneficial owner is not disclosed to the Corporation as required
      by such disclosure procedure.




**ARTICLE
      IV**


**Board
      of Directors**




**Section
      1.**  *Number.* The
      business and affairs of the Corporation shall be managed by a Board consisting
      of one or more Directors, as may be specified from time to time by resolution
      adopted by a majority of the total number of the Corporation’s Directors. If and
      whenever the Board has not






4




specified
      the number of Directors, the number shall be five. The Board may elect or
      appoint, from among its members, a Chairman of the Board (the “Chairman”), who
      need not be, but may be, an Officer or employee of the Corporation. The
      Chairman, if elected or appointed, shall preside at all Shareholder Meetings
      and
      Board Meetings, unless a different person is appointed by the Board for that
      purpose, and shall have such other powers and perform such other duties as
      are
      incident to such position and as may be assigned by the Board.




**Section
      2.**  *Vacancies
      and Removal.* Any
      vacancy occurring in the Board shall be filled as provided in the Articles.
      Shareholders shall be notified of any increase in the number of Directors and
      the name, principal occupation and other pertinent information, if any (as
      determined by the Board), about any Director elected by the Board to fill any
      vacancy. Any Director, or the entire Board, may be removed from office only
      as
      provided in the Articles.




**Section
      3.**  *Term.* The
      terms of the Directors serving on the Board on the date of the adoption of
      these
      By-Laws, including any Director appointed to the Board as a result of the
      increase in the number of Directors provided for herein, shall expire at the
      next succeeding Annual Meeting of Shareholders of the Corporation held following
      the adoption hereof. The terms of the Directors elected at such Annual Meeting,
      or at any subsequent Annual Meeting, shall be for one year unless, prior to
      the
      issuance of notice of such Annual Meeting, the Board adopts a resolution in
      accordance with Section 5.02 of the Articles establishing staggered terms for
      Directors. If the Board has adopted such a resolution, the Directors elected
      by
      the Shareholders at the first Annual Meeting following the adoption of such
      resolution shall be divided into three (3) classes, as nearly equal in number
      as
      possible, with the term of office of the first class to expire at the next
      succeeding Annual Meeting of Shareholders, the term of office of the second
      class to expire at the second succeeding Annual Meeting of Shareholders, and
      the
      term of office of the third class to expire at the third succeeding Annual
      Meeting of Shareholders. At each Annual Meeting of Shareholders following such
      initial classification, Directors elected by the Shareholders to succeed those
      Directors whose term expires shall be elected for a term of office to expire
      at
      the third succeeding Annual Meeting of Shareholders after their
      election.




**Section
      4.**  *Powers
      and Duties.* In
      addition to the powers and duties expressly conferred upon it by law, the
      Articles or these By-Laws, the Board may exercise all such powers of the
      Corporation and do all such lawful acts and things as are not inconsistent
      with
      the law, the Articles or these By-Laws.




**Section
      5.**  *Annual
      Board Meeting.* Unless
      otherwise determined by the Board, the Board shall meet each year immediately
      after the Annual Meeting, at the place where such Meeting has been held, for
      the
      purpose of organization, election of officers of the Corporation (the
“Officers”) and consideration of any other business that may properly be brought
      before such annual meeting of the Board (the “Annual Board Meeting”). No notice
      shall be necessary for the holding of the Annual Board Meeting. If the Annual
      Board Meeting is not held as above provided, the election of Officers may be
      held at any subsequent duly constituted meeting of the Board (a “Board
      Meeting”).




**Section
      6.**  *Regular
      Board Meetings* .  Regular
      meetings of the Board (“Regular Board Meetings”) may be held at stated times or
      from time to time, and at such place, either within or without the State of
      Indiana, as the Board may determine, without call and without
      notice.




**Section
      7.**  *Special
      Board Meetings* .  Special
      meetings of the Board (“Special Board Meetings”) may be called at any time or
      from time to time, and shall be called on the written request of at least two
      Directors, by the Chairman or the President, by causing the Secretary or any
      Assistant Secretary to give to each Director, either personally or by mail,
      telephone, telegraph, teletype or other form of wire or wireless communication,
      at least two days’ notice of the date, time and place of such Meeting. Special
      Board Meetings shall be held at the Principal Office or at such other place,
      within or without the State of Indiana, as shall be specified in the respective
      notices or waivers of notice thereof.




**Section
      8** ***.*** *Waiver
      of Notice and Assent* .  A
      Director may waive notice of any Board Meeting before or after the date and
      time
      of the Board Meeting stated in the notice by a written waiver signed by the
      Director and filed with the minutes or corporate records. A Director’s
      attendance at or participation in a Board Meeting shall constitute a waiver
      of
      notice of such Meeting and assent to any






5




corporate
      action taken at such Meeting, unless (a) the Director at the beginning of such
      Meeting (or promptly upon his arrival) objects to holding of or transacting
      business at the Meeting and does not thereafter vote for or assent to action
      taken at the Meeting; (b) the Director’s dissent or abstention from the action
      taken is entered in the minutes of such Meeting; or (c) the Director delivers
      written notice of his dissent or abstention to the presiding Director at such
      Meeting before its adjournment, or to the Secretary immediately after its
      adjournment. The right of dissent or abstention is not available to a Director
      who votes in favor of the action taken.




**Section
      9.**  *Quorum.* At
      all Board Meetings, a majority of the number of Directors designated for the
      full Board (the “Full Board”) shall be necessary to constitute a quorum for the
      transaction of any business, except (a) that for the purpose of filling of
      vacancies on the Board a majority of Directors then in office shall constitute
      a
      quorum, and (b) that a lesser number may adjourn the Meeting from time to time
      until a quorum is present. The act of a majority of the Board present at a
      Meeting at which a quorum is present shall be the act of the Board, unless
      the
      act of a greater number is required by law, the Articles or these
      By-Laws.




**Section
      10.**  *Committees
      of the Board.* The
      Board may, by resolution adopted by a majority of the Full Board, designate
      regular or special committees of the Board, in each case comprised of two or
      more Directors having such powers and exercising such duties as shall be
      provided by resolution of the Board.




**Section
      11.**  *Action
      Without Meeting* .  Any
      action required or permitted to be taken at any meeting of the Board or of
      any
      committee of the Board may be taken without a meeting if one or more written
      consents setting forth the action taken are signed by all members of the Board
      or of the committee, as the case may be, and the written consents are included
      in the minutes of proceedings of the Board or committee or filed with the
      corporate records. Action taken in this manner is effective when the last member
      of the Board signs the consent unless the consent specifies a different prior
      or
      subsequent effective date.




**Section
      12.**  *Resignations.* Any
      Director may resign at any time by giving written notice to the Board, the
      Chairman, the President or the Secretary. Any such resignation shall take effect
      when delivered unless the notice specifies a later effective date. Unless
      otherwise specified in the notice, the acceptance of such resignation shall
      not
      be necessary to make it effective.




**ARTICLE
      V**


**Officers**




**Section
      1.**  *Officers.* The
      Officers shall be the Chief Executive Officer, the President, the Secretary
      and
      the Treasurer, and may include one or more Vice Presidents, one or more
      Assistant Secretaries, one or more Assistant Treasurers and such other officer
      positions as may be designated by the Board. Any two or more offices may be
      held
      by the same person. The Board may from time to time elect or appoint such other
      Officers as it shall deem necessary, who shall exercise such powers and perform
      such duties as may be prescribed from time to time by these By-Laws or, in
      the
      absence of a provision in these By-Laws in respect thereto, as may be prescribed
      from time to time by the Board.




**Section
      2.**  *Election
      of Officers* .  The
      Officers shall be elected by the Board at the Annual Board Meeting and shall
      hold office for one year or until their respective successors shall have been
      duly elected and shall have qualified; provided, however, that the Board may
      at
      any time elect one or more persons to new or different offices and/or change
      the
      title, designation and duties and responsibilities of any of the Officers
      consistent with the law, the Articles and these By-Laws.




**Section
      3.**  *Vacancies;
      Removal.* Any
      vacancy among the Officers may be filled for the unexpired term by the Board.
      The Chief Executive Officer, President, Secretary or Treasurer may be removed
      at
      any time by the affirmative vote of a majority of the Full Board. The Chief
      Executive Officer or President may remove any other Officer (other than the
      Chief Executive Officer or President) or employee of the Corporation at any
      time.




6




**Section
      4.**  *Delegation
      of Duties* .  In
      the case of the absence, disability, death, resignation or removal from office
      of any Officer, or for any other reason that the Board shall deem sufficient,
      the Board may delegate, for the time being, any or all of the powers or duties
      of such Officer to any other Officer or to any Director.




**Section
      5.**  *Chief
      Executive Officer* .  Subject
      to the control of the Board, the Chief Executive Officer shall have general
      charge of and supervision and authority over the business and affairs of the
      Corporation. The Chief Executive Officer shall discharge all the duties which
      devolve upon a presiding Officer, and shall have such other powers and perform
      such other duties as are incident to this office and as may be assigned to
      him
      or her by the Board. In the case of the absence or disability of the Chairman,
      or if no Chairman has been elected or appointed by the Board, the Chief
      Executive Officer shall preside at all Shareholder Meetings and Board Meetings
      unless a different person is appointed by the Board for that purpose. The Chief
      Executive Officer shall have full authority to execute proxies on behalf of
      the
      Corporation and to execute, with the Secretary or any Assistant Secretary,
      powers of attorney appointing other corporations, partnerships or other entities
      or individuals the agent of the Corporation, all subject to the provisions
      of
      the Act, the Articles and these By-Laws.




**Section
      6.**  *President.* The
      President shall have such powers and perform such duties as are incident to
      this
      office and as may be assigned to him or her by the Board or delegated to him
      or
      her by the Chief Executive Officer. In the case of the absence, disability,
      death, resignation or removal from office of the Chief Executive Officer, the
      powers and duties of the Chief Executive Officer shall, for the time being,
      devolve upon and be exercised by the President, and he or she shall thereupon,
      during such period, exercise and perform all of the powers and duties of the
      Chief Executive Officer, except as may be otherwise provided by the
      Board.




**Section
      7.**  *Vice
      Presidents.* Each
      of the Vice Presidents, if any, shall have such powers and perform such duties
      as may be prescribed for him or her by the Board or delegated to him or her
      by
      the President. In the case of the absence, disability, death, resignation or
      removal from office of the President, the powers and duties of the President
      shall, for the time being, devolve upon and be exercised by the Executive Vice
      President, if there be one, and if not, then by such one of the Vice Presidents
      as the Board or the President may designate, or, if there be but one Vice
      President, then upon such Vice President; and he shall thereupon, during such
      period, exercise and perform all of the powers and duties of the President,
      except as may be otherwise provided by the Board.




**Section
      8.**  *Secretary.* The
      Secretary shall have the custody and care of the Seal, records, minutes and
      the
      Stock Book of the Corporation or, in case the Corporation employs a stock
      registrar or transfer agent within or without the State of Indiana, another
      record of the Shareholders in a form that permits preparation of a list of
      the
      names and addresses of all the Shareholders, in alphabetical order by class
      of
      Shares, stating the number and class of Shares held by each Shareholder (the
      “Record of Shareholders”); shall attend all Shareholder Meetings and Board
      Meetings, and duly record and keep the minutes of their proceedings in a book
      or
      books to be kept for that purpose; shall give or cause to be given notice of
      all
      Shareholder Meetings and Board Meetings when such notice shall be required;
      shall file and take charge of all papers and documents belonging to the
      Corporation; and shall have such other powers and perform such other duties
      as
      are incident to the office of secretary of a business corporation, subject
      at
      all times to the direction and control of the Board, the Chief Executive Officer
      and the President.




**Section
      9.**  *Assistant
      Secretaries.* Each
      of the Assistant Secretaries, if any, shall assist the Secretary in his duties
      and shall have such other powers and perform such other duties as may be
      prescribed for him or her by the Board or delegated to him or her by the Chief
      Executive Officer or President. In case of the absence, disability, death,
      resignation or removal from office of the Secretary, his powers and duties
      shall, for the time being, devolve upon such one of the Assistant Secretaries
      as
      the Board, the Chief Executive Officer, the President or the Secretary may
      designate, or, if there be but one Assistant Secretary, then upon such Assistant
      Secretary; and he shall thereupon, during such period, exercise and perform
      all
      of the powers and duties of the Secretary, except as may be otherwise provided
      by the Board.






7




**Section
      10.**  *Treasurer.* The
      Treasurer shall have control over all records of the Corporation pertaining
      to
      moneys and securities belonging to the Corporation; shall have charge of, and
      be
      responsible for, the collection, receipt, custody and disbursements of funds
      of
      the Corporation; shall have the custody of all securities belonging to the
      Corporation; shall keep full and accurate accounts of receipts and disbursements
      in books belonging to the Corporation; and shall disburse the funds of the
      Corporation as may be ordered by the Board, taking proper receipts or making
      proper vouchers for such disbursements and preserving the same at all times
      during his term of office. When necessary or proper, he shall endorse on behalf
      of the Corporation all checks, notes or other obligations payable to the
      Corporation or coming into his possession for or on behalf of the Corporation,
      and shall deposit the funds arising therefrom, together with all other funds
      and
      valuable effects of the Corporation coming into his possession, in the name
      and
      the credit of the Corporation in such depositories as the Board from time to
      time shall direct, or in the absence of such action by the Board, as may be
      determined by the Chief Executive Officer, the President or any Vice President.
      The Treasurer shall also have such other powers and perform such other duties
      as
      are incident to the office of treasurer of a business corporation, subject
      at
      all times to the direction and control of the Board, the Chief Executive Officer
      and the President. The Board may designate the Treasurer as the chief financial
      officer of the Corporation.




If
      required by the Board, the Treasurer shall give the Corporation a bond, in
      such
      an amount and with such surety or sureties as may be ordered by the Board,
      for
      the faithful performance of the duties of his office and for the restoration
      to
      the Corporation, in case of his death, resignation, retirement or removal from
      office, of all books, papers, vouchers, money and other property of whatever
      kind in his possession or under his control belonging to the
      Corporation.




**Section
      11.**  *Assistant
      Treasurers* .  Each
      of the Assistant Treasurers, if any, shall assist the Treasurer in his duties,
      and shall have such other powers and perform such other duties as may be
      prescribed for him or her by the Board or delegated to him or her by the Chief
      Executive Officer or President. In case of the absence, disability, death,
      resignation or removal from office of the Treasurer, his powers and duties
      shall, for the time being, devolve upon such one of the Assistant Treasurers
      as
      the Board, the Chief Executive Officer, the President or the Treasurer may
      designate, or, if there be but one Assistant Treasurer, then upon such Assistant
      Treasurer; and he shall thereupon, during such period, exercise and perform
      all
      the powers and duties of the Treasurer except as may be otherwise provided
      by
      the Board. If required by the Board, each Assistant Treasurer shall likewise
      give the Corporation a bond, in such amount and with such surety or sureties
      as
      may be ordered by the Board, for the same purposes as the bond that may be
      required to be given by the Treasurer.




**ARTICLE
      VI**


**Certificates
      for Shares**




**Section
      1.**  *Certificates.* Certificates
      for Shares (“Certificates”) shall be in such form, consistent with law and the
      Articles, as shall be approved by the Board. Certificates for each class, or
      series within a class, of Shares, shall be numbered consecutively as issued.
      Each Certificate shall state the name of the Corporation and that it is
      organized under the laws of the State of Indiana; the name of the registered
      holder; the number and class and the designation of the series, if any, of
      the
      Shares represented thereby; and a summary of the designations, relative rights,
      preferences and limitations applicable to such class and, if applicable, the
      variations in rights, preferences and limitations determined for each series
      and
      the authority of the Board to determine such variations for future series;
      provided, however, that such summary may be omitted if the Certificate states
      conspicuously on its front or back that the Corporation will furnish the
      Shareholder such information upon written request and without charge. Each
      Certificate shall be signed (either manually or in facsimile) by (i) the Chief
      Executive Officer, the President or a Vice President and (ii) the Secretary
      or
      an Assistant Secretary, or by any two or more Officers that may be designated
      by
      the Board, and may have affixed thereto the Seal, which may be a facsimile,
      engraved or printed.




**Section
      2.**  *Record
      of Certificates* .  Shares
      shall be entered in the Stock Book as they are issued, and shall be transferable
      on the Stock Book by the holder thereof in person, or by his attorney duly






8




authorized
      thereto in writing, upon the surrender of the outstanding Certificate therefor
      properly endorsed.




**Section
      3.**  *Lost
      or Destroyed Certificates* .  Any
      person claiming a Certificate to be lost or destroyed shall make affidavit
      or
      affirmation of that fact and, if the Board, the Chief Executive Officer or
      the
      President shall so require, shall give the Corporation and/or the transfer
      agents and registrars, if they shall so require, a bond of indemnity, in form
      and with one or more sureties satisfactory to the Board, the Chief Executive
      Officer or the President and/or the transfer agents and registrars, in such
      amount as the Board, the Chief Executive Officer or the President may direct
      and/or the transfer agents and registrars may require, whereupon a new
      Certificate may be issued of the same tenor and for the same number of Shares
      as
      the one alleged to be lost or destroyed.




**Section
      4.**  *Shareholder
      Addresses* .  Every
      Shareholder shall furnish the Secretary with an address to which notices of
      Meetings and all other notices may be served upon him or her or mailed to him
      or
      her, and in default thereof notices may be addressed to him or her at his last
      known address or at the Principal Office.




**ARTICLE
      VII**


**Corporate
      Books and Records**




**Section
      1.**  *Places
      of Keeping* .  Except
      as otherwise provided by law, the Articles or these By-Laws, the books and
      records of the Corporation (including the “Corporate Records,” as defined in the
      Articles) may be kept at such place or places, within or without the State
      of
      Indiana, as the Board may from time to time by resolution determine or, in
      the
      absence of such determination by the Board, as shall be determined by the Chief
      Executive Officer or President.




**Section
      2** ***.*** *Stock
      Book* .  The
      Corporation shall keep at the Principal Office the original Stock Book or a
      duplicate thereof, or, in case the Corporation employs a stock registrar or
      transfer agent within or without the State of Indiana, the Record of
      Shareholders.




**Section
      3.**  *Inspection
      of Corporate Records.* Any
      Shareholder (or the Shareholder’s agent or attorney authorized in writing) shall
      be entitled to inspect and copy at his expense, after giving the Corporation
      at
      least five business days’ written notice of his demand to do so, the following
      Corporate Records: (1) the Articles; (2) these By-Laws; (3) minutes of all
      Shareholder Meetings and records of all actions taken by the Shareholders
      without a meeting (collectively, “Shareholders Minutes”) for the prior three
      years; (4) all written communications by the Corporation to the Shareholders
      including the financial statements furnished by the Corporation to the
      Shareholders for the prior three years and (5) a list of the names and business
      addresses of the current Directors and the current Officers. Any Shareholder
      (or
      the Shareholder’s agent or attorney authorized in writing) shall also be
      entitled to inspect and copy at his expense, after giving the Corporation at
      least five business days’ written notice of his demand to do so, the following
      Corporate Records, if his demand is made in good faith and for a proper purpose
      and describes with reasonable particularity his purpose and the records he
      desires to inspect, and the records are directly connected with his purpose:
      (1)
      to the extent not subject to inspection under the previous sentence,
      Shareholders Minutes, excerpts from minutes of Board Meetings and meetings
      of
      any committee of the Board, and records of any actions taken by the Board or
      any
      committee of the Board without a meeting; (2) appropriate accounting records
      of
      the Corporation; and (3) the Record of Shareholders.




**Section
      4.**  *Record
      Date.* The
      Board may, in its discretion, fix in advance a Record Date not more than seventy
      days before the date (a) of any Shareholder Meeting, (b) for the payment of
      any
      dividend or the making of any other distribution, (c) for the allotment of
      rights, or (d) when any change or conversion or exchange of Shares shall go
      into
      effect. If the Board fixes a Record Date, then only Shareholders who are
      Shareholders of record on such Record Date shall be entitled (w) to notice
      of
      and/or to vote at any such Meeting, (x) to receive any such dividend or other
      distribution, (y) to receive any such allotment of rights, or (z) to exercise
      the rights in respect of any such change, conversion or exchange of Shares,
      as
      the case may be, notwithstanding any transfer of Shares on the Stock Book after
      such Record Date.






9




**Section
      5.**  *Transfer
      Agents; Registrars.* The
      Board may appoint one or more transfer agents and registrars for its Shares
      and
      may require all Certificates to bear the signature either of a transfer agent
      or
      of a registrar, or both.




**ARTICLE
      VIII**


**Checks,
      Drafts, Deeds and Shares of Stock**




**Section
      1.**  *Checks,
      Drafts, Notes, Etc.* All
      checks, drafts, notes or orders for the payment of money of the Corporation
      shall, unless otherwise directed by the Board or otherwise required by law,
      be
      signed by one or more Officers as authorized in writing by the Chief Executive
      Officer or President. In addition, the Chief Executive Officer or President
      may
      authorize any one or more employees of the Corporation (“Employees”) to sign
      checks, drafts and orders for the payment of money not to exceed specific
      maximum amounts as designated in writing by the Chief Executive Officer or
      President for any one check, draft or order. When so authorized by the Chief
      Executive Officer or President, the signature of any such Officer or Employee
      may be a facsimile signature.




**Section
      2.**  *Deeds,
      Notes, Bonds, Mortgages, Contracts, Etc.* All
      deeds, notes, bonds and mortgages made by the Corporation, and all other written
      contracts and agreements, other than those executed in the ordinary course
      of
      corporate business, to which the Corporation shall be a party, shall be executed
      in its name by the Chief Executive Officer, the President, a Vice President
      or
      any other Officer so authorized by the Board and, when necessary or required,
      the Secretary or an Assistant Secretary shall attest the execution thereof.
      All
      written contracts and agreements into which the Corporation enters in the
      ordinary course of corporate business shall be executed by any Officer or by
      any
      other Employee designated by the Chief Executive Officer, the President or
      a
      Vice President to execute such contracts and agreements.




**Section
      3.**  *Sale
      or Transfer of Stock.* Subject
      always to the further orders and directions of the Board, any share of stock
      issued by any corporation and owned by the Corporation (including reacquired
      Shares of the Corporation) may, for sale or transfer, be endorsed in the name
      of
      the Corporation by the President or a Vice President, and said endorsement
      shall
      be duly attested by the Secretary or an Assistant Secretary either with or
      without affixing thereto the Seal.




**Section
      4.**  *Voting
      of Stock of Other Corporations.* Subject
      always to the further orders and directions of the Board, any share of stock
      issued by any other corporation and owned or controlled by the Corporation
      (an
“Investment Share”) may be voted at any shareholders’ meeting of such other
      corporation by the Chief Executive Officer, President or a Vice President.
      Whenever, in the judgment of the Chief Executive Officer or President, it is
      desirable for the Corporation to execute a proxy or give a shareholder’s consent
      in respect of any Investment Share, such proxy or consent shall be executed
      in
      the name of the Corporation by the Chief Executive Officer, President or a
      Vice
      President, and, when necessary or required, shall be attested by the Secretary
      or an Assistant Secretary either with or without affixing thereto the Seal.
      Any
      person or persons designated in the manner above stated as the proxy or proxies
      of the Corporation shall have full right, power and authority to vote an
      Investment Share the same as such Investment Share might be voted by the
      Corporation.




**ARTICLE
      IX**


**Fiscal
      Year**




**Section
      1** ***.*** *Fiscal
      Year.* The
      Corporation’s fiscal year shall begin on January 1 of each year and end on
      December 31 of the same year.




**ARTICLE
      X**


**Amendments**




**Section
      1.**  *Amendments.* These
      By-Laws may be altered, amended or repealed, in whole or in part, and new
      By-Laws may be adopted, at any Board Meeting by the affirmative vote of a
      majority of the Full Board or pursuant to resolutions of the Board adopted
      by
      written consent in accordance with these By-Laws.




10