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                                                                     EXHIBIT 3.2



                              AMENDED AND RESTATED
                         CODE OF BY-LAWS OF THE COMPANY

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                                  EXHIBIT 3.2
                           SOFAMOR DANEK GROUP, INC.

                             an Indiana corporation


                                CODE OF BY-LAWS


                                   ARTICLE I
                                    OFFICES

         SECTION 1.1 Registered Office. The registered office(s) of Sofamor
Danek Group, Inc. (the OCorporationO) shall be in such place(s) as from time to
time shall be deemed appropriate in accordance with applicable law. The
Corporation shall have the power to designate from time to time those
individuals and entities as registered agents of the Corporation for purposes of
complying with the laws of the various states in which the Corporation may be
required to maintain a registered agent.

         SECTION 1.2 Principal Office. The principal office for the transaction
of the business of the Corporation shall be at such place as the Board of
Directors of the Corporation (the OBoard of DirectorsO) may determine. The Board
of Directors is hereby granted full power and authority to change the principal
office from one location to another.

         SECTION 1.3 Other Offices. The Corporation may also have an office or
offices at such other place or places, either within or without the State of
Indiana, as the Board of Directors may from time to time determine or as the
business of the Corporation may require.


                                   ARTICLE II
                            MEETINGS OF SHAREHOLDERS

         SECTION 2.1 Place of Meetings. All annual meetings of shareholders and
all other meetings of shareholders shall be held either at the principal office
of the Corporation or at any other place within or without the State of Indiana
that may be designated by the Board of Directors pursuant to authority
hereinafter granted to the Board of Directors.

         SECTION 2.2 Annual Meetings. Annual meetings of shareholders of the
Corporation for the purpose of electing directors and for the transaction of
such other proper business as may properly come before such meetings may be held
at such time and place and on such date as the Board of Directors shall
determine by resolution.

         SECTION 2.3 Special Meetings. Special meetings of shareholders of the
Corporation for any purpose or purposes may only be called by the Chairman of
the Board of Directors, the President, or the Secretary of the Corporation and
must be called by such officer at the request in






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writing of the Board of Directors. The shareholders of the Corporation shall not
be permitted to call special meetings of shareholders and shall not be permitted
to require the Board of Directors to call a special meeting of shareholders. Any
request for a special meeting of the shareholders shall be submitted in writing
to the Chairman of the Board of Directors, the President, or the Secretary of
the Corporation and shall state the purpose or purposes of the proposed special
meeting.

         SECTION 2.4 Notice of Meetings. Except as otherwise required by any
provision of the Indiana Business Corporation Law, the Articles of Incorporation
or these By-Laws, the notice of each meeting of shareholders, whether annual or
special, shall be given not less than ten (10) days nor more than sixty (60)
days before the date of the meeting to each shareholder of record entitled to
vote at such meeting by delivering a typewritten or printed notice thereof to
each shareholder personally, or by depositing such notice in the United States
mail, in a postage prepaid envelope, directed to each shareholder at each
shareholder's address furnished by the shareholders to the Secretary of the
Corporation for such purpose, or, if any shareholder shall not have furnished an
address to the Secretary for such purpose, then at each shareholder's address
last known to the Secretary, or by transmitting a notice thereof to such
shareholder at such address by telegraph, cable, wireless or facsimile. Every
notice of a meeting of shareholders shall state the place, date and hour of the
meeting and, in the case of a special meeting, shall also state the purpose for
which the meeting is called. Notice of any meeting of shareholders shall not be
required to be given to any shareholder to whom notice is not required under
applicable Indiana law or who shall have waived such notice, and such notice
shall be deemed waived by any shareholder who shall attend such meeting in
person or by proxy (except a shareholder who shall attend such meeting for the
express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened). Notice of any such meeting may be waived in writing by any
shareholder if the waiver sets forth in reasonable detail the purpose or
purposes for which the meeting is called, and the time and place thereof. Except
as otherwise expressly required by law, notice of any adjourned meeting of
shareholder need not be given if the time and place thereof are announced at the
meeting at which the adjournment is taken.

         SECTION 2.5 Quorum. Except as otherwise required by law, the holders of
record of a majority in voting interest of the shares of stock of the
Corporation entitled to be voted, present in person or by proxy, shall
constitute a quorum for the transaction of business at any meeting of
shareholders of the Corporation or any adjournment thereof. Subject to the
requirement of a larger percentage vote contained in the Articles of
Incorporation, these By-Laws or by law, the shareholders present at a duly
called or held meeting at which a quorum is present may continue to do business
until adjournment. In the absence of a quorum at any meeting or any adjournment
thereof, a majority in voting interest of the shareholders present in person or
by proxy and entitled to vote, any officer entitled to preside at, or to act as
secretary of, such meeting may adjourn such meeting from time to time. At any
such adjourned meeting at which a quorum is present, any business may be
transacted that might have been transacted at the meeting as originally called.






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        SECTION 2.6  Voting.

        (A)  Each shareholder shall, at each meeting of shareholders, be
entitled to vote in person or by proxy each share of the stock of the
Corporation that has voting rights on the matter in question and that shall have
been held by such shareholder and registered in such shareholder's name on the
books of the Corporation:

        (i)  on the date fixed pursuant to Section 8.5 of these By-Laws as
             the record date for the determination of shareholders entitled
             to notice of and to vote at such meeting; or
             
        (ii) if no such record date shall have been so fixed, then (a) at
             the close of business on the day next preceding the day upon
             which notice of the meeting shall be given or (b) if notice of
             the meeting shall be waived, at the close of the business on
             the day next preceding the day upon which the meeting shall be
             held.

        (B)  Shares of its own stock belonging to the Corporation or to another
corporation, if a majority of the shares entitled to vote in the election of
directors in such other corporation is held, directly or indirectly, by the
Corporation, shall neither be entitled to vote nor be counted for quorum
purposes. Persons holding stock of the Corporation in a fiduciary capacity shall
be entitled to vote such stock. Any shareholder whose stock is pledged shall be
entitled to vote his or her shares, unless in the transfer by the pledgor on the
books of the Corporation the pledgor shall have expressly empowered the pledgee
to vote such shares, in which case only the pledgee, or the pledgee's proxy, may
represent and vote such shares. Stock having voting power standing of record in
the names of two or more persons, whether fiduciaries, members of a partnership,
joint tenants, tenants in common, tenants by the entirety or otherwise, or with
respect to which two or more persons have the same fiduciary relationship, shall
be voted in accordance with the provisions of the Indiana Business Corporation
Law.

         (C) Any voting rights may be exercised by the shareholder entitled
thereto in person or by such shareholder's proxy appointed by an instrument in
writing, subscribed by such shareholder or by such shareholder's attorney
thereunto authorized and delivered to the Secretary of the Corporation prior to
the meeting; provided, however, that no proxy shall be voted or acted upon after
eleven months from its date unless such proxy shall provide for a shorter or
longer period. The attendance at any meeting of a shareholder who may previously
have given a proxy shall not have the effect of revoking such proxy unless the
shareholder shall in writing so notify the Secretary of the Corporation prior to
the voting of the proxy. At any meeting of shareholders, all matters, except as
otherwise provided in the Articles of Incorporation, in these By-Laws or by law,
shall be decided by the vote of a majority in voting interest of the
shareholders present in person or by proxy and entitled to vote thereon. The
vote at any meeting of shareholders on any matter need not be by ballot, unless
so directed by the chairman of the meeting. On a vote by ballot, each ballot
shall be signed by the shareholder voting, or by such shareholder's proxy, if
such proxy exists, and shall state the number of shares voted.





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         SECTION 2.7 List of Shareholders. The Secretary of the Corporation
shall make, at least five (5) business days before each election of directors, a
complete list of the shareholders entitled by the Articles of Incorporation to
vote at such election, arranged in alphabetical order, with the address and
number of shares so entitled to vote held by each, which list shall be on file
at the principal office of the Corporation and subject to inspection by any
shareholder at any time during the usual business hours for a period of five (5)
business days prior to such election. Such list shall be produced and kept open
at the time and place of election and subject to the inspection of any
shareholder during the holding of such election. The original stock register or
transfer book shall be the only evidence as to who are the shareholders entitled
to examine such list, or the stock ledger or transfer book, or to vote at any
meeting of the shareholders.

         SECTION 2.8 Judges. If at any meeting of shareholders a vote by written
ballot shall be taken on any question, the Chairman of such meeting may appoint
a judge or judges to act with respect to such vote. Each judge so appointed
shall first subscribe an oath faithfully to execute the duties of a judge at
such meeting with strict impartiality and according to the best of such judge's
ability. The appointed judges shall decide upon the qualification of the voters
and shall report the number of shares represented at the meeting and entitled to
vote on such question, shall conduct and accept the votes, and, when the voting
is completed, shall ascertain and report the number of shares voted respectively
for and against the question. Reports of judges shall be in writing and
subscribed and delivered by them to the Secretary of the Corporation. The judges
need not be shareholders of the Corporation, and any officer of the Corporation
may be a judge on any question other than a vote for or against a proposal in
which such officer shall have a material interest.






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            SECTION 2.9  Advance Notice of Shareholder Proposals and
                            Shareholder Nominations.

         (A) At any meeting of the shareholders, only such business shall be
conducted as shall have been brought before the meeting (i) by or at the
direction of the Directors or (ii) by any shareholder of the Corporation who
complies with the notice procedures set forth in this Section 2.9(A). For
business to be properly brought before any meeting of the shareholders by a
shareholder, the shareholder must have given notice thereof in writing to the
Secretary of the Corporation not less than sixty (60) nor more than ninety (90)
days in advance of the anniversary of the previous year's annual meeting or, if
later, the seventh day following the first public announcement of the date of
the meeting at which the shareholder wishes to bring business. A shareholder's
notice to the Secretary shall set forth as to each matter the shareholder
proposes to bring before the meeting (1) a brief description of the business
desired to be brought before the meeting and the reasons for conducting such
business at the meeting, (2) the name and address, as they appear on the
Corporation's books, of the shareholder proposing such business, (3) the class
and number of shares of the Corporation that are beneficially owned by the
shareholder; and (4) any interest of the shareholder in such proposed business.
In addition, the shareholder making such proposal shall promptly provide any
other information reasonably requested by the Corporation which may include, but
not be limited to compliance with applicable proxy rules of the Securities
Exchange Act of 1934. Notwithstanding anything in these By-Laws to the contrary,
no business shall be conducted at any meeting of the shareholders except in
accordance with the procedures set forth in this Section 2.9. The Chairman of
any such meeting shall direct that any business not properly brought before the
meeting or which is not a proper subject for action by shareholders shall not be
considered.

         (B) Nominations for the election of directors may be made by the Board
of Directors or by any shareholder entitled to vote in the election of
directors; provided, however, that a shareholder may nominate a person for
election as a director at a meeting only if written notice of such shareholder's
intent to make such nomination has been given to the Secretary of the
Corporation not later than sixty (60) nor more than ninety (90) days in advance
of the anniversary of the previous year's annual meeting or, if later, the
seventh day following the first public announcement of the date of the meeting
at which the shareholder wishes to bring business. Each such notice shall set
forth: (i) the name and address of the shareholder who intends to make the
nomination and of the person or persons to be nominated; (ii) a representation
that the shareholder is a holder of record of stock of the Corporation entitled
to vote at such meeting and intends to appear in person or by proxy at the
meeting and nominate the person or persons specified in the notice; (iii) a
description of all arrangements, understandings or relationships between the
shareholder and each nominee and any other person or persons (naming such person
or persons) pursuant to which the nomination or nominations are to be made by
the shareholder; (iv) such other information regarding each nominee proposed by
such shareholder as would be required to be included in a proxy statement filed
pursuant to the proxy rules of the United States Securities and Exchange
Commission had the nominee been nominated, or intended to be nominated, by the
Board of Directors; and (v) the consent of each nominee to serve as a director
of the Corporation if so elected. In addition, the shareholder making such
nomination shall promptly provide any other information reasonably requested by






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the Corporation which may include, but not be limited to compliance with
applicable proxy rules of the Securities Exchange Act of 1934. 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 2.9(B). The Chairman of
any meeting of shareholders shall direct that any nomination not made in
accordance with these procedures be disregarded.


                                  ARTICLE III
                               BOARD OF DIRECTORS

         SECTION 3.1 Duties and Number. The business and affairs of the
Corporation shall be managed under the direction of a Board of not fewer than
seven (7) Directors and not more than eleven (11) Directors. The members shall
select one of their number to act as Chairman of the Board. The Chairman of the
Board shall preside at all meetings of the Shareholders and Board of Directors.

         SECTION 3.2 Election, Term of Office and Qualification. The directors
shall be elected by the shareholders of the Corporation, and at each election,
the persons receiving the greater number of votes, up to the number of directors
then to be elected, shall be the persons then elected. The election of directors
is subject to any provisions contained in the Articles of Incorporation relating
thereto, including any provisions for a classified Board of Directors and for
cumulative voting. Each of the directors of the Corporation shall hold office
until the successor for any director shall have been duly elected and qualified,
or until such director shall have been removed in the manner provided in these
By-Laws.

         SECTION 3.3 General Powers. Subject to any requirement in the Articles
of Incorporation, these By-Laws, and of the Indiana Business Corporation Law as
to action which must be authorized or approved by the shareholders, any and all
corporate powers shall be exercised by or under the authority of, and the
business and affairs of the Corporation shall be under the direction of, the
Board of Directors to the fullest extent permitted by law.

         SECTION 3.4 Meetings. (A) Meetings of the Board of Directors may be
held at such times as the Board of Directors shall from time to time by
resolution determine. If any day fixed for a regular meeting shall be a legal
holiday at the place where the meeting is to be held, then the meeting shall be
held at the same hour and place on the next succeeding business day not a legal
holiday. Except as provided by law, notice of regular meetings need not be
given.

         (B) The Board of Directors or any committee thereof may hold any of its
meetings at such place or places within or without the State of Indiana as the
Board of Directors or such committee may from time to time by resolution
designate or as shall be designated by the person or persons calling the meeting
or in the notice or a waiver of notice of any such meeting. Directors may
participate in any regular or special meeting of the Board of Directors or any
committee thereof by means of conference telephone or similar communications
equipment pursuant to which all persons participating in the meeting of the
Board of Directors or such






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committee can hear each other, and such participation shall constitute presence
in person at such meeting.

         SECTION 3.5 Special Meetings. Special meetings of the Board of
Directors for any purpose or purposes shall be called at any time by the
Chairman of the Board of Directors or, if the Chairman of the Board of Directors
is absent or unable or refuses to act, by the President. Except as otherwise
provided by law or by these By-Laws, written notice of the time and place of
special meetings shall be delivered personally or by fax to each director, or
sent to each director by mail or by other form of written communication, charges
prepaid, addressed to such director at such director's address as it is shown
upon the records of the Corporation, or, if it is not so shown on such records
and is not readily ascertainable, at the place in which the meetings of the
directors are regularly held. In case such notice is mailed or telegraphed, it
shall be deposited in the United States mail or delivered to the telegraph
company in the County in which the principal office for the transaction of the
business of the Corporation is located at least one (1) day prior to the time of
the holding of the meeting. In case such notice is delivered personally or by
fax as above provided, it shall be delivered at least one (1) day prior to the
time of the holding of the meeting. Meetings may be held on shorter notice if
the circumstances so require. Such mailing, telegraphing, delivery or faxing as
above provided shall be due, legal and personal notice to such director. Except
where otherwise required by law or by these By-Laws, notice of the purpose of a
special meeting need not be given. Notice of any meeting of the Board of
Directors shall not be required to be given to any director who is present at
such meeting, except a director who shall attend such meeting for the express
purpose of objecting, at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened.

         SECTION 3.6 Quorum and Manner of Acting. Except as otherwise provided
in these By-Laws, the Articles of Incorporation or by applicable law, the
presence of a majority of the authorized number of directors shall be required
to constitute a quorum for the transaction of business at any meeting of the
Board of Directors, and all matters shall be decided at any such meeting, a
quorum being present, by the affirmative votes of a majority of the directors
present. A meeting at which a quorum is initially present may continue to
transact business notwithstanding the withdrawal of directors, provided any
action taken is approved by at least a majority of the required quorum for such
meeting. In the absence of a quorum, a majority of directors present at any
meeting may adjourn the same from time to time until a quorum shall be present.
Notice of any adjourned meeting need not be given. The directors shall act only
as a Board of Directors, and the individual directors shall have no power as
such.

         SECTION 3.7 Action by Consent. Any action required or permitted to be
taken at any meeting of the Board of Directors or of any committee thereof may
be taken without a meeting, if prior to such action a written consent thereto is
signed by all members of the Board of Directors or of such committee, as the
case may be, and such written consent is filed with the minutes of proceedings
of the Board of Directors or committee.

         SECTION 3.8  Resignations.  Any Director may resign at any time by
giving written notice to the Board of Directors, the Chairman of the Board, the
President or the Secretary.  Such






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resignation shall take effect at the time specified therein, and unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.

         SECTION 3.9  Removal. Any director may be removed with or without 
cause, at any meeting of the Board of Directors by the affirmative vote of a
majority of the other directors. Further, any director may be removed, either
with or without cause, at any meeting of the shareholders by the majority in
number of shares of the shareholders of record present in person or by proxy
and entitled to vote for the election of directors, if notice of the intention
to act upon such matter shall have been given in the notice calling such
meeting. If a director is elected by a voting group of shareholders, only the
shareholders of that voting group may participate in the vote to remove that
director.

         SECTION 3.10 Vacancies. Any vacancy in the Board of Directors, whether
because of death, resignation, disqualification, removal, an increase in the
number of directors, or any other cause, may be filled by vote of the majority
of the remaining directors, although less than a quorum, or by a sole remaining
director; provided, however, that whenever the holders of any class or series of
shares are entitled to elect one or more directors, any vacancy or newly created
directorship of such class or series may be filled by a majority of the
directors elected by such class or series then in office, or by a sole remaining
director so elected. Each director so chosen to fill a vacancy shall hold office
until such director's successor shall have been elected and shall qualify or
until such director shall resign or shall have been removed. No reduction of the
authorized number of directors shall have the effect of removing any director
prior to the expiration of such director's term of office.

         SECTION 3.11 Compensation. Directors who are not employees of the
Corporation or any of its subsidiaries may receive an annual fee for their
services as directors in an amount fixed by resolution of the Board of
Directors, and, in addition, a fixed fee, with or without expenses of
attendance, may be allowed by resolution of the Board of Directors for
attendance at each meeting, including each meeting of a committee of the Board
of Directors. Nothing herein contained shall be construed to preclude any
director from serving the Corporation in any other capacity as an officer,
agent, employee, or otherwise, and receiving compensation therefor.


                                   ARTICLE IV
                              EXECUTIVE COMMITTEE

         SECTION 4.1  Designation of Executive Committee. The Board of Directors
may, by resolution adopted by a majority of the actual number of Directors
elected and qualified, from time to time, designate two or more of its number to
constitute an Executive Committee. The Board of Directors shall have the power
at any time to increase or decrease the number of members of the Executive
Committee, to fill vacancies thereon, to change any member thereof, and to
change the function or terminate the existence thereof.

         SECTION 4.2  Powers of Executive Committee.  During the intervals
between meetings of the Board of Directors, and subject to such limitations as
may be required by law or by






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resolution of the Board of Directors, the Executive Committee shall have and may
exercise all of the authority of the Board of Directors, except that the
Executive Committee shall not have authority to (i) declare dividends or
distributions, (ii) amend the Articles of Incorporation or these By-Laws, (iii)
approve a plan of merger or consolidation, (iv) reduce earned or capital
surplus, (v) authorize the reacquisition of shares unless pursuant to a general
formula or method specified by the Board of Directors, or (vi) recommend to the
shareholders a voluntary dissolution or a revocation thereof.

         SECTION 4.3 Meetings; Procedure; Quorum. Regular meetings of the
Executive Committee may be held, without notice, at such time and place as may
from time to time be fixed by the Executive Committee. Special meetings of the
Executive Committee may be called at any time by any member of the Executive
Committee. Notice of such a special meeting shall be sent to each member of the
Executive Committee at his residence or usual place of business by letter or
telegram, at such time that, in regular course, such notice would reach such
place not later than during the day immediately preceding the day for such
meeting; or may be delivered to a member personally at any time during such
immediately preceding day. Notice of any such meeting need not be given to any
member of the Executive Committee who has waived such notice, either in writing
or by telegram, arriving either before or after such meeting, or who shall be
present at the meeting. Any meeting of the Executive Committee shall be a legal
meeting, without notice thereof having been given; if all the members of the
Executive Committee who have not waived notice thereof in writing or by
telegram, shall be present in person. A majority of the Executive Committee,
from time to time, shall be necessary to constitute a quorum for the transaction
of any business, and the act of a majority of the members present at a meeting
at which a quorum is present shall be an act of the Executive Committee. The
members of the Executive Committee shall act only as a Committee, and the
individual members shall be submitted to the next succeeding meeting of the
Board of Directors for approval; but failure to submit the same or to receive
the approval thereof shall not invalidate any completed or uncompleted action
taken by the Executive Committee prior to the time at which the same shall have
been, or were, submitted as above provided.


                                   ARTICLE V
                             ADDITIONAL COMMITTEES

         SECTION 5.1 Designation of Audit Committee. The Board of Directors
shall, by resolution adopted by a majority of the actual number of Directors
elected and qualified, from time to time, designate at least three directors who
are not employees of the Corporation to constitute an Audit Committee.

         SECTION 5.2 Powers of the Audit Committee. The Audit Committee shall
have such power and authority as may be designated from time to time by the
Board of Directors.

         SECTION 5.3 Designation of Compensation Committee. The Board of
Directors shall, by resolution adopted by a majority of the actual number of
Directors elected and qualified, from time to time, designate a Compensation
Committee which shall be comprised of four Directors.






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         SECTION 5.4 Powers of the Compensation Committee. The Compensation
Committee shall have such power and authority as may be designated from time to
time by the Board of Directors.

         SECTION 5.5 Other Committees. The Board of Directors may create other
committees and appoint members of the Board of Directors to serve on them. The
creation of a committee and the appointment of members to it must be approved by
a majority of the Directors in office at the time of the creation and the
appointment.

         SECTION 5.6 Procedure for Committees. The requirements of these By-Laws
which govern meetings, action without meetings, notice and waiver of notice,
quorum and voting requirements applicable to the Board of Directors shall apply
to committees and their members.


                                   ARTICLE VI
                                    OFFICERS

         SECTION 6.1 Number and Qualifications. The officers of the Corporation
shall consist of the Chairman of the Board, the President, one or more Vice
Presidents, the Secretary, Treasurer, and such other officers as may be
appointed by the Board of Directors or the President at such time and in such
manner and for such terms as the Board of Directors or the President may
prescribe. Any two (2) or more offices may be held by the same person, except
that the offices of President, Secretary and Treasurer must be held by different
persons.

         SECTION 6.2 Election and Term of Office. The officers shall be chosen
annually by the Board of Directors. Each officer shall hold office until his
successor is chosen and qualified, or until his death, or until he shall have
resigned, or shall have been removed in the manner hereinafter provided.

         SECTION 6.3 Resignations. Any officer may resign at any time by giving
written notice to the Board of Directors, the Chairman of the Board, the
President, or the Secretary. Such resignation shall take effect at the time
specified therein. The acceptance of such resignation shall not be necessary to
make it effective.

         SECTION 6.4 Removal. Any officer may be removed either with or without
cause, at any time, by the vote of a majority of the actual number of Directors
elected and qualified.

         SECTION 6.5 Vacancies. Whenever any vacancies shall occur in any office
by death, resignation, removal, increase in the number of officers of the
Corporation, or otherwise, the same shall be filled by the Board of Directors,
and the officer so chosen shall hold office during the remainder of the term for
which his predecessor was chosen or as otherwise provided herein.





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         SECTION 6.6 Chairman of the Board. The Chairman of the Board shall
preside at all meetings of the shareholders and the Board of Directors, and have
such other powers and duties as may from time to time be assigned to him by the
Board of Directors.

         SECTION 6.7 Vice Chairman of the Board. The Board of Directors may,
utilizing its discretion, designate a Vice Chairman of the Board and upon
designation, the Vice Chairman of the Board shall perform duties and have such
authority and powers as are incident to his office or as may be defined in these
By-Laws or delegated to him from time to time by the Board of Directors or by
the Chairman of the Board.

         SECTION 6.8 The President. The President shall be the Chief Executive
Officer of the Corporation and shall have general charge of, and supervision and
authority over, all of the affairs and business of the Corporation. He shall
have general supervision of and direct all officers, agents and employees of the
Corporation; shall see that all orders and resolutions of the Board are carried
into effect; and in general, shall exercise all powers and perform all duties
incident to his office and such other powers and duties as may from time to time
be assigned to him by the Board of Directors.

         SECTION 6.9 Vice Presidents. The Corporation may have one or more Vice
Presidents. Any Vice President shall have such authority and powers and shall
perform such duties as from time to time may be assigned to him or her by the
Board of Directors or by the President. One Vice President shall be designated
by the Board of Directors as the Chief Financial Officer of the Corporation. The
Vice President designated as the Chief Financial Officer shall: (a) keep correct
and complete records of accounts, accurately reflecting the financial condition
of the Corporation, (b) furnish at any meeting of the Board of Directors or
whenever appropriately requested, a statement of the financial condition of the
Corporation; and (c) perform such other duties as these By-Laws, the Board of
Directors, the Chairman of the Board of Directors or the President may
prescribe.

         SECTION 6.10 Secretary. The Secretary (a) shall keep the minutes of all
meetings of the Board of Directors and the minutes of all meetings of the
shareholders in books provided for that purpose; (b) shall attend to the giving
and serving of notices; (c) when required, may sign with the President or a Vice
President in the name of the Corporation, and may attest the signature of any
other officers of the Corporation to all contracts, conveyances, transfers,
assignments, encumbrances, authorizations and all other instruments, documents
and papers of any and every description whatsoever, of or executed for or on
behalf of the Corporation and affix the seal of the Corporation thereto; (d) may
sign with the President or a Vice President all certificates for shares of the
capital stock of the Corporation and may affix the seal of the Corporation
thereto; (e) shall have charge of and maintain and keep or supervise and control
the maintenance and keeping of the stock certificate books, transfer books and
stock ledgers and such other books and papers as the Board of Directors may
authorize, direct or provide for, all of which shall at all reasonable times be
open to the inspection of any director, upon request, at the office of the
Corporation during business hours; (f) shall, in general, perform all the duties
incident to the office of Secretary; and (g) shall have such other powers and
duties as may be





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<PAGE>   13

conferred upon or assigned to him by the Board of Directors, the Chairman of
the Board, or the President.

         SECTION 6.11 Treasurer. The Treasurer (a) shall be the legal custodian
of all moneys, notes, securities and other valuables which may from time to time
come into the possession of the Corporation, (b) shall immediately deposit all
funds of the Corporation coming into his hands in some reliable bank or other
depository as designated by the Board of Directors, (c) shall keep such bank
accounts in the name of the Corporation, and (d) shall keep correct and complete
records relating to the foregoing. He shall perform such other duties as these
By-Laws, the Board of Directors, the Chairman of the Board, or the President may
prescribe. The Treasurer may be required to furnish bond in such amount as shall
be determined by the Board of Directors.

         SECTION 6.12 Other Officers. The Board of Directors or the President
may from time to time designate and appoint other officers who shall have such
powers and duties as the officers whom they are appointed to assist shall
specify and delegate to them, and such other powers and duties as these By-Laws,
the Board of Directors, the Chairman of the Board, or the President may
prescribe. An Assistant Secretary may, in the absence or disability of the
Secretary, attest the execution of all documents by the Corporation.

         SECTION 6.13 Delegation of Authority. In case of the absence of any
officer of the Corporation, or for any other reason that the Board of Directors
may deem sufficient, the Board of Directors may delegate the powers or duties of
such officer to any other officer or to any Director, for the time being,
provided a majority of the entire Board of Directors concurs therein.


                                  ARTICLE VII
                    CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS

         SECTION 7.1 Execution of Contracts. Except as these By-Laws may
otherwise provide, the Board of Directors may authorize any officer or officers,
or agent or agents, to enter into any contract or execute any instrument in the
name of and on behalf of the Corporation, and such authority may be general or
confined to specific instances; and unless so authorized by the Board of
Directors or by these By-Laws, no officer, agent or employee shall have any
power or authority to bind the Corporation by any contract or engagement or to
pledge its credit or to render it liable for any purpose or in any amount,
except contracts and agreements entered into by the Corporation in the ordinary
course of business of the Corporation may be executed by any officer of the
Corporation.

         SECTION 7.2 Checks, Drafts, Etc. All checks, drafts or other orders for
payment of money, notes or other evidence of indebtedness, issued in the name of
or payable to the Corporation, shall be signed or endorsed by such person or
persons and in such manner as, from time to time, determined by the Board of
Directors. Each such officer, assistant, agent or attorney shall give such bond,
if any, as the Board of Directors may from time to time require.





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         SECTION 7.3 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 select, or as may be selected by any officer or officers, assistant or
assistants, agent or agents, or attorney or attorneys of the Corporation to whom
such power shall have been delegated by the Board of Directors. For the purpose
of deposit and for the purpose of collection for the account of the Corporation,
the Chairman of the Board of Directors, the President, any Vice President or the
Treasurer (or any other officer or officers, assistant or assistants, agent or
agents, or attorney or attorneys of the Corporation who shall from time to time
be determined by the Board of Directors) may endorse, assign and deliver checks,
drafts and other orders for the payment of money which are payable to the order
of the Corporation.

         SECTION 7.4 General and Special Bank Accounts. The Board of Directors
may from time to time authorize the opening and keeping of general and special
bank accounts with such banks, trust companies or other depositories as the
Board of Directors may select or as may be selected by any officer or officers,
assistant or assistants, agent or agents, or attorney or attorneys of the
Corporation to whom such power shall have been delegated by the Board of
Directors. The Board of Directors may make such special rules and regulations
with respect to such bank accounts, not inconsistent with the provisions of
these By-Laws, as it may deem expedient.


                                  ARTICLE VIII
                           SHARES AND THEIR TRANSFER

         SECTION 8.1 Certificate for Shares. Every owner of shares of stock of
the Corporation shall be entitled to have a certificate or certificates, to be
in such form as the Board of Directors shall prescribe, certifying the number
and class or series of shares of the stock of the Corporation owned by such
owner. The certificates representing shares of such stock shall be numbered in
the order in which they shall be issued and shall be signed in the name of the
Corporation by the Chairman of the Board of Directors, the President or any Vice
President, and by the Secretary or the Treasurer. Any or all of the signatures
on the certificates may be a facsimile. In case any officer, transfer agent or
registrar who has signed, or whose facsimile signature has been placed upon, any
such certificate, shall have ceased to be such officer, transfer agent or
registrar before such certificate is issued, such certificate may nevertheless
be issued by the Corporation with the same effect as though the person who
signed such certificate, or whose facsimile signature shall have been placed
thereupon, were such officer, transfer agent or registrar at the date of issue.
A record shall be kept of the respective names of the persons, firms or
corporation owning the stock represented by such certificates, the number and
class or series of shares represented by such certificates, respectively, and
the respective dates thereof, and in case of cancellation, the respective dates
of cancellation. Every certificate surrendered to the Corporation for exchange
or transfer shall be canceled, and no new certificate or certificates shall be
issued in exchange for any existing certificate until such existing certificate
shall have been so canceled, except in cases provided for in Section 8.4 hereof.





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         SECTION 8.2 Transfers of Shares. Transfers of shares of stock of the
Corporation shall be made only on the books of the Corporation by the registered
holder thereof, or by such holder's attorney authorized by power of attorney
duly executed and filed with the Secretary, or with a transfer clerk or a
transfer agent appointed as provided in Section 8.3 hereof, and upon surrender
of the certificate or certificates for such shares properly endorsed and the
payment of all taxes thereon. The person in whose name shares of stock stand on
the books of the Corporation shall be deemed the owner thereof for all purposes
as regards to the Corporation. Whenever any transfer of shares shall be made for
collateral security, and not absolutely, such fact shall be so expressed in the
entry of transfer if, when the certificate or certificates shall be presented to
the Corporation for transfer, both the transferor and the transferee request the
Corporation to do so.

         SECTION 8.3 Regulations. The Board of Directors may make such rules and
regulations as it may deem expedient, not inconsistent with these By-Laws,
concerning the issue, transfer and registration of certificates for shares of
the stock of the Corporation. It may appoint, or authorize any officer or
officers to appoint, one or more transfer clerks or one or more transfer agents
and one or more registrars, and may require all certificates for stock to bear
the signature or signatures of any of them.

         SECTION 8.4 Lost, Stolen, Destroyed and Mutilated Certificates. In any
case of loss, theft, destruction, or mutilation of any certificate of stock,
another may be issued in its place upon proof of such loss, theft, destruction,
or mutilation and upon the giving of a bond of indemnity to the Corporation in
such form and in such sum as the Board of Directors may direct; provided,
however, that a new certificate may be issued without requiring any bond when,
in the judgment of the Board of Directors, it is proper so to do.

         SECTION 8.5 Fixing Date for Determination of Shareholders of Record. In
order that the Corporation may determine the shareholders entitled to notice of
or to vote at any meeting of shareholders or any adjournment thereof, or
entitled to receive payment of any dividend or other distribution or allotment
of any rights, or entitled to exercise any rights in respect of any other
change, conversion or exchange of stock or for the purpose of any other lawful
action other than to consent to corporate action in writing without a meeting,
the Board of Directors may fix, in advance, a record date, which shall not be
more than 70 nor less than 10 days before the date of such meeting, nor more
than 70 days prior to any such other action. If, in any case involving the
determination of shareholders for any purpose other than notice of or voting at
a meeting of shareholders, the Board of Directors shall not fix a record date,
then the record date for determining shareholders shall be the close of business
on the day on which the Board of Directors shall adopt the resolution relating
thereto. A determination of shareholders entitled to notice of or to vote at a
meeting of shareholders shall apply to any adjournment of such meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourning meeting.

         SECTION 8.6 Voting of Shares Owned by Corporation. Unless otherwise
directed by the Board of Directors, any share or shares issued by any other
corporation and owned, or controlled by the Corporation may be voted at any
shareholder's meeting of such other





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<PAGE>   16

corporation by the President of the Corporation if he be present, or in his
absence by his designee who shall be an officer of the Corporation or by the
Secretary of the Corporation. Whenever, in the judgment of the President, it is
desirable for the Corporation to execute a proxy or give a shareholdersG consent
in respect to any share or shares issued by any other corporation and owned by
the Corporation, such proxy or consent shall be executed in the name of the
Corporation by the President of the Corporation. 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 the share or shares issued by
such other corporation and owned by the Corporation in the same manner as such
share or shares might be voted by the Corporation.

         SECTION 8.7 Endorsement of Certificates for Shares. Unless otherwise
directed by the Board of Directors, any share or shares 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, a Vice President, or the Treasurer, and such
endorsement shall be duly attested by the Secretary.


                                   ARTICLE IX
                                INDEMNIFICATION

         SECTION 9.1 Right to Indemnification. The Corporation shall indemnify,
to the fullest extent permitted by the Indiana Business Corporation Law, 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, either civil,
criminal, administrative or investigative, by reason of the fact that he or she
is or was a director or officer of the Corporation or a constituent corporation
absorbed in a consolidation or merger against expenses (including attorneysG
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him or her in connection with such action, suit or proceeding,
whether or not the indemnified liability arises or arose from any threatened,
pending or completed action by or in the right of the Corporation. Included
within the foregoing obligation of indemnification shall be the indemnification
of any person while a director or officer of the Corporation, is or was serving
at the request of the Corporation or a constituent corporation absorbed in a
consolidation or merger, or, as a director or officer of another corporation,
partnership, joint venture, trust or other enterprise, including but not limited
to an employee, officer or agent of the Corporation with respect to an employee
benefit plan. The Corporation shall not indemnify any person to the extent that
such person is otherwise indemnified or to the extent that such indemnification
is prohibited by applicable law, or except to the extent that such person's
claim for indemnification arises out of liability (i) for any breach of the
director's duty of loyalty to the Corporation or its shareholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or
knowing violation of law, or (iii) for any transaction from which the director
derived an improper personal benefit.

         SECTION 9.2 Advance of Expenses. Expenses incurred by a director or
officer of the Corporation in defending a civil or criminal action, suit or
proceeding shall be paid by the Corporation in advance of the final disposition
of such action, suit or proceeding subject to the provisions of any applicable
law.





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         SECTION 9.3 Procedure for Determining Permissibility. To determine
whether any indemnification or advance of expenses under this Article IX is
permissible, the Board of Directors by a majority vote of a quorum consisting of
directors not parties to such action, suit or proceeding may, and on request of
any person seeking indemnification or advance of expenses shall be required to,
determine in each case whether the applicable standards in any applicable law
have been met, or such determination shall be made by independent legal counsel
if such quorum is not obtainable, or, even if obtainable, a majority vote of a
quorum of disinterested directors so directs provided that, if there has been a
change in control of the Corporation between the time of the action or failure
to act giving rise to the claim for indemnification or advance of expenses and
the time such claim is made, at the option of the person seeking indemnification
or advance of expenses, the permissibility of indemnification or advance of
expenses shall be determined by independent legal counsel. The reasonable
expenses of any director or officer in prosecuting a successful claim for
indemnification, and the fees and expenses of any special legal counsel engaged
to determine permissibility of indemnification or advance of expenses, shall be
borne by the Corporation.

         SECTION 9.4 Contractual Obligation. The obligations of the Corporation
to indemnify a director or officer under this Article IX, including the duty to
advance expenses, shall be considered a contract between the Corporation and
such director or officer, and no modification or repeal of any provision of this
Article IX shall affect, to the detriment of the director or officer, such
obligations of the Corporation in connection with a claim based on any act or
failure to act occurring before such modification or repeal.

         SECTION 9.5 Indemnification Not Exclusive; Inuring of Benefit. The
indemnification and advance of expenses provided by this Article IX shall not be
deemed exclusive of any other right to which the individual or entity
indemnified may be entitled, both as to action in his official capacity and as
to the action in another capacity while holding such office, and shall inure to
the benefit of the heirs, executors and administrators of any such person.

         SECTION 9.6 Insurance and Other Indemnification. The Board of Directors
shall have the power to (i) authorize the Corporation to purchase and maintain,
at the Corporation's expense, insurance on behalf of the Corporation and on
behalf of others to the extent that power to do so has not been prohibited by
applicable law, and (ii) give other indemnification to the fullest extent
permitted by law.


                                   ARTICLE X
                                   EMERGENCY

         SECTION 10.1 Purpose. The Emergency By-Laws provided in this Article X
shall be operative during any emergency (as defined in Section 10.5) in the
conduct of the business of the Corporation resulting from a catastrophic event,
notwithstanding any different provision in the preceding By-Laws or in the
Articles of Incorporation of the Corporation or in law. To the extent not
inconsistent with the provisions of this Article X, the By-Laws provided in the





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preceding Articles shall remain in effect during such emergency and upon its
termination the Emergency By-Laws shall cease to be operative.


         SECTION 10.2  Management of Corporation During Emergency.

         (A) A meeting of the Board of Directors may be called by any officer or
Director of the Corporation. Notice of the time and place of the meeting shall
be given by the person calling the meeting to such of the Directors as it may be
feasible to reach by any available means of communication. Such notice shall be
given at such time in advance of the meeting as circumstances permit in the
judgment of the person calling the meeting.

         (B) At any such meeting of the Board of Directors, a quorum shall
consist of three (3) Directors.

         (C) The Board of Directors, either before or during any such emergency,
may provide, and from time to time modify, lines of succession in the event that
during such an emergency any or all officers or agents of the Corporation shall
for any reason be rendered incapable of discharging their respective duties.

         (D) The Board of Directors, either before or during any such emergency,
may, effective in the emergency, change the head office or designate several
alternative head offices or regional offices, or authorize the officers so to
do.

         SECTION 10.3 Action Taken Pursuant to Emergency By-Laws. Corporate
action taken in good faith and in accordance with these Emergency By-Laws shall
be binding on the Corporation. No officer, Director, employee or agent acting in
good faith and in accordance with these Emergency By-Laws, shall be liable
except for willful misconduct or recklessness.

         SECTION 10.4 Repeal or Amendment. These Emergency By-Laws shall be
subject to repeal or change by further action of the Board of Directors or by
action of the shareholders, but no such repeal or change shall modify the
provisions of the Section 12.03 with regard to action taken prior to the time of
such repeal or change. Any amendment of these Emergency By-Laws may make any
further or different provision that may be practical and necessary for the
circumstances of the emergency.

         SECTION 10.5 Definition of Emergency. For purposes of this Article X,
an emergency exists if an extraordinary event prevents a quorum of the
Corporation's Directors from assembling in time to deal with the business for
which the meeting has been called or is to be called.





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                                   ARTICLE XI
                                 MISCELLANEOUS

         SECTION 11.1 Place of Keeping Corporate Books and Records. The books of
account, records, documents and papers of the Corporation shall be kept at any
place or places within or without the State of Indiana as directed by the Board
of Directors. In the absence of a direction, the books of account, records,
documents and papers shall be kept at the principal office of the Corporation.

         SECTION 11.2 Seal. The Board of Directors of the Corporation 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 corporate seal from any document shall not affect in any way
the validity or effect of such document.

         SECTION 11.3 Fiscal Year. The fiscal year of the Corporation shall end
at the end of each calendar year.

         SECTION 11.4 Waiver of Notices. Whenever notice is required to be given
by these By-Laws or the Articles of Incorporation or by law, the person entitled
to said notice may waive such notice in writing, either before or after the time
stated therein, and such waiver shall be deemed equivalent to notice.

         SECTION 11.5 Amendments. The power to make, alter, amend or repeal
these By-Laws is vested exclusively in the Board of Directors. The affirmative
vote of a number of Directors equal to a majority of the number who would
constitute a full Board of Directors at the time of such action shall be
necessary to take any action for the making, alteration, amendment or repeal of
these By-Laws.

         SECTION 11.6 Indiana Business Corporation Law. The Corporation elects
that the provisions of Chapter 23-1-42 of the Indiana Business Corporation Law
shall not apply to share control acquisitions (as defined in such Chapter
23-1-42) of shares of the Corporation.





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