<PAGE>   1


                                     BY-LAWS

                                       OF

                            MARSH SUPERMARKETS, INC.

                             As Restated in Full on
      August 7, 1990 and amended on February 16, 1996 and November 26, 1997

                                    ARTICLE I

                                  SHAREHOLDERS

         SECTION 1. Annual Meeting. The Annual Meeting of the Shareholders of
this Corporation shall be held within the State of Indiana on the first Tuesday
in August of each year or such other date and at such time or place as
established by the Board of Directors for the election of directors and the
transaction of such business as may lawfully come before the meeting. Such
annual meetings shall be general meetings, that is to say, open for the
transaction of any business within the powers of the Corporation without special
notice of such business, except in cases in which special notice is required by
the Articles of Incorporation, by statute or by these By-Laws.

         SECTION 2. Special Meetings. Special meetings may be called by the
majority of the Board of Directors, by the Chairman of the Board of Directors or
by the Chief Executive Officer by notifying the Secretary, in written form, of
the desire for such a meeting and stating the purposes of such a meeting.

         SECTION 3.  Notice.

         (a) A written or printed notice, stating the place, day and hour of the
annual meeting, and in case of a special meeting, the purpose thereof, shall be
delivered or mailed, postage prepaid, to such address as appears upon the
records of the Corporation by the Secretary, or the officers or persons calling
the meeting to each shareholder of record entitled to vote at such meeting, at
least 10 days prior to such meeting.

         (b) At an Annual Meeting of Shareholders, only such business shall be
conducted as shall have been properly brought before the meeting. To be brought
properly before an Annual Meeting, business must be (i) specified in the notice
of meeting (or any supplement thereto) given by or at the direction of the Board
of Directors, (ii) otherwise properly brought before the meeting by or at the
direction of the Board of Directors, or (iii) otherwise properly brought before
the meeting by a shareholder. For business to be brought properly before an
Annual Meeting by a shareholder, the shareholder must have given timely notice
thereof in writing to the Secretary of the Corporation. To be timely, a
shareholder's notice (other than a request for inclusion of a proposal in the
Corporation's proxy statement pursuant to Rule 14a-8 of the Securities Exchange
Act of 1934) must be delivered to or mailed and received at the principal
executive offices of the Corporation, not less than sixty (60) days nor more
than ninety (90) days prior to the meeting; provided, however, that in the event
that less than seventy (70) days' notice 



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or prior public disclosure of the date of the meeting is given or made to
shareholders, notice by the shareholder to be timely must be so received not
later than the close of business on the 10th day following the date on which
such notice of the date of the Annual Meeting was mailed or such public
disclosure was made. A shareholders' notice to the Corporation shall set forth
as to each matter the shareholder proposes to bring before the Annual Meeting
(i) 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, (ii)
the name and record address of the shareholder proposing such business, (iii)
the class and number of shares of the Corporation that are beneficially owned by
the shareholder, and (iv) 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. 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 in accordance with the provisions of this Section,
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.

         (c) It shall not be requisite to the validity of any meeting of
shareholders that notice thereof, whether prescribed by law, by the Restated
Articles of Incorporation or by these By-Laws, shall have been given to any
shareholder who attends in person or by proxy, or to any shareholder who, in
writing, executed and filed with the records of the meeting before the holding
thereof, a waiver of notice setting forth in reasonable detail the purpose or
purposes for which the meeting is called and the time and place thereof. No
notice of adjourned meetings of shareholders need be given.

         SECTION 4.  Voting.

         (a) Each shareholder of record of this Corporation, as determined in
accordance with Article IV, Section 6 of these By-Laws, may vote in person or by
proxy one vote for each outstanding share of voting stock standing in his or her
name on the records of the Corporation.

         (b) Any shareholder entitled to vote at any meeting of shareholders may
vote either in person or by proxy, but no proxy which is dated more than eleven
months before the meeting at which it is offered shall be accepted, unless such
proxy shall, on its face, name a longer period for which it is to remain in
force. Every proxy shall be in writing, subscribed by the shareholder or his
duly authorized attorney, and dated, but need not be sealed, witnessed or
acknowledged.




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         (c) No share shall be voted at any meeting:

                  (i) on which an installment is due and unpaid; or

                 (ii) which shall have been transferred on the books of the 
                      Corporation within ten days preceding the date of the 
                      meeting; or

                (iii) which belongs to the Corporation.

         (d) Voting shares held by fiduciaries may be voted by the fiduciaries
in such manner as the instrument or order appointing such fiduciaries may
direct. In the absence of such direction or the inability of the fiduciaries to
act in accordance therewith, then such shares shall be voted as follows:

                  (i) where shares are held jointly by three or more 
                      fiduciaries, such shares shall be voted in accordance with
                      the will of the majority; or

                 (ii) where the fiduciaries, or a majority of them cannot agree,
                      or where they are equally divided, upon the question of
                      voting such shares, they shall be voted in accordance with
                      the order of any court of equitable jurisdiction obtained 
                      as in the statutes provided.

         (e) Unless otherwise provided in the agreement of pledge, pledged
shares which shall have been transferred to the pledgee on the books of the
Corporation may be voted by the pledgee.

         SECTION 5. Quorum. At all meetings of shareholders, a majority, in
number of shares outstanding and entitled to vote, present in person or by
proxy, shall constitute a quorum for the transaction of business; but in the
absence of a quorum the shareholders present in person or by proxy at the time
and place fixed by Section 1 of this Article I for an annual meeting, or
designated in the notice of a special meeting, or at the time and place of any
adjournment thereof, by majority vote may adjourn the meeting from time to time
without notice other than by announcement at the meeting, until a quorum shall
attend. At any such adjourned meeting at which a quorum shall be present, any
business may be transacted which might have been transacted at the original
called meeting.

         SECTION 6. List of Shareholders. The Secretary, an Assistant Secretary,
or other-officer in charge of the stock transfer books of the Corporation shall
make, at least five (5) days before each shareholders' meeting, a complete list
of the shareholders entitled by the Restated Articles of Incorporation to vote
at said meeting, with the shareholders' names arranged in alphabetical order,
which list shall be on file at the principal office of the Corporation and
subject to inspection upon written demand by any shareholder entitled to vote at
the meeting. Such list shall be produced and kept open at the time and place of
the meeting and subject to inspection upon written demand by any shareholder
entitled to vote at the meeting during the holding of such meeting. The original
stock register or transfer book or a duplicate thereof, kept in this State,
shall be the only evidence as to the shareholders entitled to examine such list
or the stock ledger or transfer book or vote at any meeting of the shareholders.



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         SECTION 7. Organization. The Chairman of the Board of Directors, and in
his absence the Chief Executive Officer, and in his absence the President, and
in his absence a Vice-President, and in their absence any shareholder chosen by
the shareholders present, shall call meetings of the shareholders to order and
shall act as Chairman of such meetings, and the Secretary of the Company shall
act as Secretary of all meetings of the shareholders, but in the absence of the
Secretary, the presiding officer may appoint any shareholder to act as Secretary
of the meeting.

                                   ARTICLE II

                               BOARD OF DIRECTORS

         SECTION 1.  Election.

         (a) The members of the Board of Directors shall be elected by the
shareholders at their annual meeting. Directors need not be shareholders. Each
director shall hold office for a period of three years, or until his successor
shall have been duly chosen and qualified or until he shall have resigned, or
shall have been removed in the manner provided in Section 4 of this Article II,
or unless he shall have been elected to a shorter term, as provided in Article
IX of the Articles of Incorporation of this Corporation.

         (b) Only persons who are nominated in accordance with the procedures
set forth in this Section shall be eligible for election as directors of the
Corporation. Nominations of persons for election to the Board of Directors of
the Corporation may be made at a meeting of shareholders by or at the direction
of 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. Such nominations, other than those made by
or at the direction of the Board of Directors, 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 sixty (60) days nor
more than ninety (90) days prior to the meeting; provided, however, that in the
event that less than seventy (70) days' notice or prior public disclosure of the
date of the meeting is given or made to shareholders, 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 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 Securities Exchange Act of 1934, as amended (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 persons shall be eligible for
election as a director of the Corporation unless nominated in accordance with
the procedures set forth in this Section. The Chairman of the meeting shall, if
the facts warrant, determine and declare to the 



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meeting that a nomination was not made in accordance with the procedures
prescribed by the By-Laws, and if he should so determine, he shall so declare to
the meeting and the defective nomination shall be disregarded.

         SECTION 2. Duties and Powers. The business and property of the
Corporation shall be conducted and managed by its Board of Directors, which may
exercise all of the powers of the Corporation except such as are by statute, by
the Articles of Incorporation or by these By-Laws, conferred upon or reserved to
the shareholders. The corporate power of this Corporation shall be vested in the
Board of Directors, who shall have the management and control of the business of
the Corporation and shall employ such agents and servants as the Board of
Directors may deem advisable, and who may fix the rate of compensation of all
agents, employees and officers.

         SECTION 3.  Resignation.  A director may resign at any time by filing 
his written resignation with the Secretary.

         SECTION 4. Removal. Any director may be removed at any time at any
regular or special meeting of the shareholders of the Corporation called for
such purpose by the affirmative vote of the holders of a majority of the shares
then entitled to vote at an election of directors.

         SECTION 5. Vacancies. In case of any vacancy in the Board of Directors
through death, resignation, or created by any other cause, including an increase
in the number of members of the Board of Directors through amendment to the
Articles of Incorporation or the By-Laws, the vacancy shall be filled by the
majority vote of the remaining members of the board, the newly elected member to
serve until the next Annual Meeting of Shareholders.

         SECTION 6. Special Meetings. Special meetings of the Board of Directors
shall be held whenever called by the Secretary upon the direction of the
Chairman of the Board of Directors, the Chief Executive Officer or upon the
written request of any four directors.

         SECTION 7.  Regular Meetings.

         (a) The regular annual meeting of the directors shall be held within
five days after the adjournment of the Annual Meeting of the Shareholders, at
the office of the Corporation for the purpose of organization and the
transaction of other business or at such other time and place as may be
designated by the shareholders at such annual meeting. No notice of such first
meeting shall be necessary.

         (b) In addition to the first regular meeting, regular meetings of the
Board of Directors shall be held on such dates as may be fixed, from time to
time, by the Board of Directors.

         SECTION 8. Notice of Meetings. Notice of the place, day and hour of
every regular and special meeting shall be given to each director in advance of
each such meeting by delivering or telephoning the same to him personally, or by
sending the same to him by telegraph, or by leaving the same at his residence or
usual place of business, or, in the alternative, by mailing it, postage
pre-paid, and addressed to him at his last known post office address, according
to the records of the Corporation. 



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It shall not be requisite to the validity of any meeting of the Board of
Directors that notice thereof shall have been given to any director who attends,
or to any director who, in writing executed and filed with the records of the
meeting, waives such notice. No notice of adjourned meetings of the Board of
Directors need be given.

         SECTION 9.  Dissent.  A director who is present at a meeting of the 
Board of Directors when corporate action is taken is deemed to have assented to 
such action unless:

         (i)    he objects at the beginning of the meeting (or promptly upon 
                his arrival) to holding the meeting or transacting business at
                the meeting;

         (ii)   his dissent or abstention from the action taken is entered in
                the minutes of the meeting; or

         (iii)  he delivers written notice of his dissent or abstention to the
                presiding officer of the meeting before its adjournment or to 
                the Corporation immediately after adjournment of the meeting.
                The right of dissent or abstention is not available to a 
                director who votes in favor of the action taken.

         SECTION 10. Quorum. A majority of the actual number of directors
elected and qualified shall constitute a quorum for the transaction of business
except for filling of vacancies, but if, at any meeting of the board, there
shall be less than a quorum present, a majority of those present may adjourn the
meeting from time to time. The transaction of any business or the approval of
any resolution shall require the affirmative vote of a majority of all directors
regardless of the number in actual attendance.

         SECTION 11. Organization. The Chairman of the Board of Directors, and
in his absence the Chief Executive Officer, and in their absence any director
chosen by the directors present, shall call meetings of the Board of Directors
to order, and shall act as Chairman of such meetings. The Secretary of the
Company shall act as Secretary of the Board of Directors, and in the absence of
the Secretary, the presiding officer may appoint any director to act as
Secretary of the meeting.




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         SECTION 12.  Order of Business.  The order of business at all meetings
of the Board of Directors shall be as follows:

         (i)   Roll Call
         (ii)  Reading of the Minutes of the preceding meeting and action 
               thereof
         (iii) Reports of Officers 
         (iv)  Reports of Committees 
         (v)   Unfinished Business 
         (vi)  Miscellaneous Business 
         (vii) New Business

         SECTION 13.  Executive Committee and Other Committees.

         (a) The Board of Directors may by resolution establish an Executive
Committee which shall consist of the Chief Executive Officer and not fewer than
two (2) nor more than four (4) other members of the Board of Directors. Each
member of such Committee, as a prerequisite to service on the Committee, shall
have served at least one (1) year on the Board of Directors. Committee members
shall hold office so long as they are members of the Board of Directors and
until removed or replaced by the Board of Directors. The Chairman of such
committee shall be named by the Board of Directors, or, if none shall be named,
shall be named by a majority of such committee. During the intervals between the
meetings of the Board of Directors, the Executive Committee shall possess and
may exercise all of the powers of the Board of Directors in the management of
the business and affairs of the Corporation unless otherwise restricted by
statute or resolution of the Board of Directors. The Executive Committee shall
keep minutes of the business which it transacts. All action by the Executive
Committee shall be reported to the Board of Directors at its meeting next
succeeding such action. Vacancies in the Executive Committee shall be filled by
the Board of Directors.

         (b) The Board of Directors may by resolution establish an Audit
Committee and such other committees as the Board of Directors may from time to
time deem to be appropriate. Each member of each such committee shall be a
member of the Board of Directors, shall be elected by a majority of the Board of
Directors and shall serve until his resignation, removal or replacement by the
Board of Directors. The chairman of such committee shall be named by the Board
of Directors, or, if none shall be named, shall be named by a majority of the
members of such committee. Each such committee shall have and exercise the
authority conferred upon it by the Board of Directors. Each such committee shall
keep minutes of its meeting. All action by any such committee shall be reported
to the Board of Directors at its meeting next succeeding such action. Vacancies
in such committees shall be filled by the Board of Directors.

         (c) Meetings of Committees. Unless otherwise provided by these By-Laws,
each committee established by the Board of Directors shall fix its own rules of
procedure and shall meet as provided by such rules or by resolution of the Board
of Directors, and it shall also meet at the call of the chairman or of any two
members of the committee. A majority of the Executive Committee, including the
presence of the Chief Executive Officer, shall be necessary to constitute a
quorum for the transaction of business, unless the Chief Executive Officer,
either before or after a meeting, waives the requirement that he be present to
constitute a quorum, in which case any majority of the Executive Committee shall



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constitute a quorum. The transaction of any business or the approval of any
resolution by the Executive Committee shall require the affirmative vote of a
majority of all members of the Executive Committee, regardless of the number in
actual attendance.

         SECTION 14.  Number. The number of directors of the Corporation shall 
be ten (10).

                                   ARTICLE III

                                GENERAL OFFICERS

         SECTION 1. Designation. The offices of the Corporation shall consist of
the Chief Executive Officer, a President, one or more Vice Presidents, a
Secretary, a Treasurer, and other subordinate officers as may be appointed by
the Board of Directors from time to time. The Board of Directors of the
Corporation may create such offices as in its judgment the business of the
Corporation requires. The Chairman of the Board of Directors and the Chief
Executive Officer shall be chosen from among the directors, but other officers
need not be directors. Officers need not be shareholders of the Corporation. Any
two or more offices may be held by the same person, except that the duties of
the Chief Executive Officer and the Secretary shall not be performed by the same
person.

         SECTION 2. Election and Removal. Officers shall be elected by the Board
of Directors at its annual meeting and shall hold office for one year each or
until their respective successors have been elected and qualified. The Board of
Directors may remove any officer at any time, with or without cause. Vacancies
in offices occurring by reason of death, resignation, removal or increase in the
number of officers of the Corporation may be filled by the Board of Directors,
except as otherwise provided by the law, and the officer elected to fill any
such vacancy shall hold office until the next annual meeting of the Board of
Directors or until his or her successor is elected and qualified.

         SECTION 3. Chief Executive Officer. The Chief Executive Officer shall
serve as the Chief Executive Officer of the Corporation and shall have general
and executive management control of the business and affairs of the Corporation,
subject to the control of the Board of Directors. He shall, in general, perform
all duties incident to the office of Chief Executive Officer and such other
duties as, from time to time, may be assigned to him by the Board of Directors.

         SECTION 4. President. The President shall have active management of the
operations of the Corporation, subject, however, to the control of the Board of
Directors and the Chief Executive Officer. He shall, in general, perform all
duties incident to the office of President and such other duties as, from time
to time, may be assigned to him by the Board of Directors or the Chief Executive
Officer.

         SECTION 5. Vice President. Each Vice President shall have such powers
and perform such duties as the Board of Directors may from time to time
prescribe or as the Chief Executive Officer may from time to time delegate. The
Board of Directors may designate one of the vice presidents as an Executive Vice
President who shall temporarily discharge the duties of the President in the
case of his absence, death or inability to act. In the case of the death of the
Chief Executive Officer, the President and the Executive Vice President or in
the case of their simultaneous absence or inability to act, a Vice 



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President shall be designated by the Board of Directors to perform temporarily
the duties of the Chief Executive Officer.

         SECTION 6. Secretary. The Secretary shall attend all meetings of the
shareholders, the Board of Directors and committees of the Board of Directors
(unless the chairman of any such committee shall designate one of its members as
secretary to such committee) and shall record, or cause to be recorded, accurate
minutes of such meetings. He shall attend to the proper issuance of all notices
of the Corporation and shall have custody of the minute books of the
Corporation. In general, he shall perform all duties which are by law or custom
incident to such office, and such other duties as may, from time to time, be
assigned to him by the Board of Directors or the Chief Executive Officer.

         SECTION 7. Treasurer. The Treasurer shall have charge and custody, and
be responsible for, all funds of the Corporation, and shall deposit such funds
in such depositories as shall be selected by the Board of Directors. The
Treasurer shall keep all books of account relating to the business of the
Corporation and shall render a statement of the Corporation's financial
condition whenever requested to do so by the Board of Directors. In general, he
shall perform all the duties incident to such office, and such other duties as
may, from time to time, be assigned to him by the Board of Directors or the
Chief Executive Officer.

         SECTION 8. Assistant Officers. The Board of Directors may elect one or
more assistant secretaries and one or more assistant treasurers, and such
assistant officers, if any, shall hold office for such period and shall have
such authority and perform such duties as the Board of Directors may prescribe.

         SECTION 9. Execution of Documents. All documents shall, unless
otherwise (i) directed by the Board of Directors (ii) required by law or (iii)
provided by these By-Laws, be executed on behalf of the Corporation, in the
following manner:

         (a) All notes, bonds, leases, commercial paper and other evidences of
indebtedness and deeds, mortgages, security agreements and other documents which
provide for the sale or encumbrance of the assets of the Corporation shall be
executed by the Chief Executive Officer, or the President and the Treasurer.

         (b) All checks, drafts, bills of exchange and orders for payment of
money of the Corporation shall be executed by the Chief Executive Officer, the
President or the Treasurer.

         (c) All other instruments in writing and legal documents shall be
executed by the Chief Executive Officer or the President and attested by the
Secretary.

         In the event of their absence or inability to act, the Chief Executive
Officer, the President, Treasurer or the Secretary may designate an Executive
Vice President, Vice President or subordinate officer to execute documents on
his or her behalf.




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                                   ARTICLE IV

                                  CAPITAL STOCK

         SECTION 1.  Certificates of Stock.

         (a) The Corporation shall issue to each shareholder a certificate
signed by the Chief Executive Officer or the President, and the Secretary or an
Assistant Secretary of the Corporation, certifying the number of shares owned by
him. Where such certificate is also signed by a transfer agent or registrar, the
signatures of any such Chief Executive Officer, President, Vice President,
Secretary or Assistant Secretary and the impression of the corporate seal may be
facsimiles. The certificate shall state, the name of the registered holder, the
number of shares represented thereby, the par value of each share or a statement
that such shares have no par value, and whether such shares have been fully
paid. If such shares have not been fully paid, the certificate shall be legibly
stamped to indicate the percent which has been paid, and as further payments are
made thereon the certificate shall be stamped accordingly.

         (b) If the Corporation issues more than one class, every certificate
issued shall state the kind and class of shares represented thereby, and the
relative rights, interest, preferences and restrictions of such class, or a
summary thereof.

         SECTION 2. Form of Certificate. The stock certificates, representing
the shares of the capital stock of this Corporation, shall be in such form, not
inconsistent with the laws of the State of Indiana, as may be adopted by the
Board of Directors.

         SECTION 3.  Transfer.  Title to a certificate and to the shares 
represented thereby can be transferred only:

         (i)  By delivery of the certificate with a written assignment of the 
certificate endorsed        either in blank or to a specified person by the
person appearing by the certificate to be the      owner of the shares 
represented thereby; or

         (ii) By delivery of the certificate with a written assignment of the
certificate or a power of attorney to sell, assign or transfer the same or the
shares represented thereby, signed by the person appearing by the certificate to
be the owner of the shares represented thereby. Such assignment or power of
attorney may be either in blank or to a specified person.

         SECTION 4. Transfer Agents and Registrars. The Corporation may have one
or more transfer agents and one or more registrars of its stock, whose
respective duties the Board of Directors may, from time to time, define. No
certificate of stock shall be valid until countersigned by a transfer agent, if
the Corporation has a transfer agent, or until registered by a registrar, if the
Corporation has a registrar. The duties of transfer agent and registrar may be
combined.

         SECTION 5. Stock Ledgers. An original or duplicate stock list,
containing a complete and accurate list of the names and addresses of the
shareholders of the Corporation and the number of shares held by them
respectively, shall be kept at the principal office of the Corporation. The
original 



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<PAGE>   11

or duplicate stock ledger required by Article IV, Section 5 of these
By-Laws shall be open to inspection and examination at the Corporation's
principal office during the usual business hours of such office for all proper
purposes by any shareholder of the Corporation, or his duly authorized agent or
attorney. Any shareholder wishing to make such inspection or examination shall
make a request therefor, under oath in writing at the Corporation's principal
office, setting forth therein in detail the reasons for requesting such
inspection or examination.

         SECTION 6. Record Dates. The Board of Directors is hereby authorized to
fix the date, not exceeding seventy (70) days or in the absence of such
determination by the directors, ten (10) days preceding the date of any meeting
of shareholders. The Board of Directors is also hereby authorized to fix the
date of any dividend payment date or any date for the allotment of rights,
including voting rights. For the purpose of taking such record, the books of the
Corporation shall be closed at the close of business on such date, and only
shareholders of record on such date shall be entitled to notice of and to vote
at such meetings, or to receive such dividends or rights, as the case may be.

         SECTION 7. Mutilated, Lost or Destroyed Certificates. The holder of any
certificate representing shares of stock of the Corporation shall immediately
notify the Corporation of any mutilation, loss or destruction thereof, and the
proper officers of the Corporation may cause one or more new certificates, for
the same number of shares in the aggregate, to be issued to such holder upon the
surrender of the mutilated certificate, or in the case of loss or destruction of
the certificate, upon satisfactory proof of such loss or destruction and in all
cases, upon the deposit of any open penalty bond or of indemnity by way of bond
or otherwise, in an amount of at least equal to the then market value of the
mutilated, lost or destroyed certificates and in such form and with such
sureties or securities as the proper officers may approve to indemnify the
Corporation against loss or liability by reason of the issuance of such new
certificates; but the officers may, in their discretion, refuse to issue such
new certificates, save upon the order of some court having jurisdiction in such
matters.

         SECTION 8. Dividends. The Board of Directors may, from to time, declare
and the Corporation may pay dividends on its outstanding shares of capital
stock, out of the unreserved and unrestricted earned surplus or out of any other
source permitted by statutes. Dividends may be paid in cash, in property or in
shares of the capital stock of the Corporation, but no dividend payable in cash
or property shall be paid out of surplus due to or arising from unrealized
appreciation in value or from revaluation of assets.

         SECTION 9. Transfers to Capital. The Board of Directors may, from time
to time, increase the capital of the Corporation by transfer of all or a part of
the surplus of the Corporation to stated capital.






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<PAGE>   12


                                    ARTICLE V

                                  MISCELLANEOUS

         SECTION 1. Fiscal Year. The fiscal year of this Corporation shall begin
on the first day following the end of the thirteenth week of each calendar year,
and shall end on the last day of the thirteenth week of each calendar year.

         SECTION 2. Methods of Calling Subscriptions. The subscriptions for
stock shall be payable in full at the time of making such subscriptions unless
the Board of Directors shall authorize time be given and other terms of payment
to be set forth in the stock subscription itself. In no event shall credit be
given beyond eighteen months from the date of the subscription.

         SECTION 3.  Amendments.  These By-Laws may be adopted, amended or
repealed at any meeting of the Board of Directors by the affirmative vote of
three-fourths of the total directors regardless of the number in actual 
attendance.

         SECTION 4. Seal. This Corporation shall have a corporate seal which
shall be as follows: A circular disc, on the outer margin of which shall appear
the corporate name and State of Incorporation, with the words "Corporate Seal"
through the center, so mounted that it may be used to impress these words in
raised letters upon paper, and same shall be kept by the Secretary.

         SECTION 5.  Waiver of Notice.  Any shareholder, director or officer 
may, in writing, waive the giving and the mailing of any notice required to be
given or mailed either by the statutes of Indiana, the Articles of Incorporation
or by the By-Laws of this Corporation.






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