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                                                                     Exhibit 3.2

                        NATIONWIDE LIFE INSURANCE COMPANY

                    AMENDED AND RESTATED CODE OF REGULATIONS

                   For the Government of the Shareholders and
                               Board of Directors

                                    ARTICLE I
                            Meetings of Shareholders

Section 1.  Meetings In or Out of State. Any meeting of shareholders may be held
in or outside of the State of Ohio.

Section 2.  Regular Annual Meeting. A regular annual meeting of the shareholders
shall be held on such date and at such place and time as is fixed by resolution
of the Board of Directors. If for any reason the regular annual meeting is not
held as provided for in this section, then the business to be transacted thereat
may be transacted at any special meeting of shareholders called as provided for
in Section 3 of this Article.

Section 3.  Special Meetings of Shareholders. Special meetings of the
shareholders may be called by the Chairman of the Board, Chairman and Chief
Executive Officer, President, a majority of the members of the Board of
Directors acting with or without a meeting, or upon the written request of
persons who hold 25% of all shares outstanding and entitled to vote thereat.
Upon request in writing by registered mail or delivered in person to the
Chairman and Chief Executive Officer, the President, the Secretary, or by any
person or persons entitled to call a meeting of shareholders, it shall be the
duty of the officer receiving such request forthwith to give notice to
shareholders as provided in Section 4 of this Article, and if such notice shall
not be so given, then the person or persons making such request may give such
notice to shareholders. Such notice for special meetings shall specify the time,
place and purpose or purposes thereof and no business other than that included
in the statements of such notice shall be acted upon at such meeting except with
the consent of all of the shareholders entitled to attend and vote at the
meeting in question.

Section 4.  Notice of Shareholders' Meetings. A written or printed notice of
each regular or special meeting of the shareholders, or where the Board of
Directors has elected to change the time and place of the annual meeting of
shareholders as provided in Section 2 of this Article, stating the time, place
and purposes thereof, shall be delivered or mailed to each shareholder of record
entitled to vote at such meeting or entitled to notice. If mailed, it shall be
addressed to such shareholder's last known address as shown by the books of the
Company. Such notices shall be so delivered or mailed not more than forty-five
(45) nor less than ten (10) days before the date fixed for the meeting, and the
shareholders entitled to such notice shall be those of record as of the day next
preceding the day on which notice is

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given or if a record date therefor is fixed as provided by law or these
Regulations, of record as of such date so fixed. In the event of the transfer of
shares after notice has been given and prior to the holding of the meeting, it
shall not be necessary to serve notice upon the transferee. If any meeting is
adjourned to another time or place, no further notice as to such adjourned
meeting need be given other than by announcement at the meeting at which such
adjournment is taken.

Section 5.  Waiver of Notice. Any shareholder or shareholders entitled to notice
of any shareholders' meeting may, in person or by proxy, either before, at or
after such meeting, waive notice in writing, which writing shall be filed with
or entered upon the records of the meeting, of any or all of the provisions of
law, the Articles of Incorporation or Regulations as to notice of such meeting,
including the time, place and purpose thereof or as to any irregularities in
such notice or arising in connection therewith or with the giving thereof and
shall thereby validate the proceedings at such meeting as fully as though all of
the requirements waived had been duly met in their respective cases. The
attendance of any shareholder at any such meeting, in person or by proxy,
without protesting the lack of a proper notice of such meeting shall be deemed
to be a waiver of notice of such meeting.

Section 6.  Quorum. A majority of the issued and outstanding shares, the holders
of which are entitled to attend and vote at a meeting of shareholders, shall
constitute a quorum for the transaction of business at that meeting, but if at
any regular or special meeting of the shareholders, or at any adjournment
thereof, such a quorum is not present, then a majority vote of the shares
present in person or by proxy shall constitute a quorum for the purpose of
adjourning a meeting until a quorum competent to act on any matter or proposal
is present.

Section 7.  Voting.

Who Entitled to Vote. Only shareholders of record of common shares on the books
of the Company shall be entitled to vote at any regular or special meeting of
shareholders. Each such shareholder so entitled to vote shall have the right to
cast one vote in person or by proxy for each share standing opposite such
shareholder's name on the books of the Company.

Voting by Corporation. Subject to the provisions of the Articles of
Incorporation and Section 7(a) of this Regulation, the Chairman, and Chief
Executive Officer, President, Chairman of the Board of Directors, Vice
President, Secretary or Treasurer of any corporation holding shares of this
Company and entitled to vote at any meeting shall conclusively be deemed to have
authority to vote such shares and to execute proxies and written waivers or
consents in relation thereto, whether such shares are held in a fiduciary
capacity or otherwise, unless before a vote is taken or a consent or waiver is
acted upon, a certified copy of a Regulation, Bylaw or resolution, of the Board
of Directors or Executive Committee of the corporation holding such shares is
delivered to the Secretary of the Company, showing that such authority does not
exist or is vested in some other officer or person. A person executing any such
writing or so acting as one of such officers of such corporation

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shall, for the purposes of this paragraph be prima facie deemed to be duly
elected, qualified and acting as such officer and to be fully authorized.

Voting by Proxies. A shareholder may, through a written proxy, authorize another
person (who need not be a shareholder) to vote in the shareholder's stead and to
represent the shareholder at one or more shareholders' meetings or any
adjournment thereof, whether regular or special meetings, but such instrument
must be filed with the Secretary of the Company or in the Secretary's office
before the convening of the meeting and before the person authorized thereby may
exercise the rights thereunder. A vote in accordance with the terms of a duly
filed proxy shall be valid notwithstanding the previous death of the principal
or the revocation of the appointment or the transfer of the share on which the
vote was given, unless notice in writing of such death, revocation or transfer
shall have been received by the Secretary of the Company or in the Secretary's
office or such revocation is made in open meeting before the vote is taken or
the authority granted is otherwise exercised; provided, however, that no proxy
hereafter made shall be valid after the expiration of eleven (11) months after
date of its execution unless the shareholder executing it shall have specified
therein the length of time it is to continue in force. A telegram, cablegram,
wireless message or photograph, photostatic or equivalent reproduction of a
writing appointing a proxy or proxies shall be a sufficient writing. Unless the
writing appointing a proxy or proxies otherwise provides: (l) each proxy shall
have the power of substitution and when three or more persons are appointed a
majority of them or their respective substitutes may appoint a substitute or
substitutes to act for all; (2) if more than one proxy is appointed, then (a)
with respect to voting or giving consents at a shareholders' meeting, a majority
of such proxies as attend the meeting, or if only one attends then that one may
exercise all the voting and consenting authority thereat; and if an even number
attend and a majority do not agree on any particular issue; each proxy so
attending shall be entitled to exercise such authority with respect to an equal
number of shares; (b) with respect to exercising any other authority, a majority
may act for all; (3) the presence of a shareholder at a meeting shall not
operate to revoke a writing appointing a proxy. A shareholder, without affecting
any vote previously taken, may revoke such writing not otherwise revoked by
giving notice to the Company in writing or in open meeting.

Section 8. Inspectors of Election. The Chairman of the Board, the Chairman and
Chief Executive Officer or the person acting as the chairman of any meeting of
shareholders may, or upon the request of any shareholder or proxy entitled to
vote at a meeting of shareholders shall appoint three (3) inspectors who need
not be shareholders. The inspectors shall determine the number of shares
outstanding, the voting rights with respect to each, the shares represented at
the meeting, the existence of a quorum, and the authenticity, validity, and
effect of proxies; receive votes, ballots, consents, waivers, or releases; hear
and determine all challenges and questions arising in connection with the vote;
count and tabulate all votes, consents, waivers, and releases; determine and
announce the result; and do such acts as are proper to conduct the election or
vote with fairness to all shareholders. The decision, act or certificate of a
majority of the inspectors shall be effective in all respects as the decision,
act or certificate of all three (3). If requested to do so, the

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inspectors shall make a report in writing of any challenge, question or matter
determined by them, and make and execute a certificate of any facts found by
them. The certificate of the inspectors shall be prima facie evidence of the
facts therein stated and of the vote as certified by them.

Section 9. Order of Business. At all shareholders' meetings, the order of
business shall be as follows, unless changed by a majority of the shares
represented at that meeting:

         1. Reading of minutes of preceding meeting;

         2. Reading and consideration of reports and statements--report of the
            Chairman and Chief Executive Officer, President, any other officer,
            and any committee;

         3. Election of directors (at annual or special meeting called for that
            purpose); 4. Old or unfinished business; 5. New business; 6.
            Adjournment.

                                   ARTICLE II
                                   Fiscal Year

Section 1. Fiscal Year. The fiscal year of the Company shall begin on the first
day of January and end on the last day of December of each year, but the Board
of Directors shall have the power to change such fiscal year at any time it
deems such change advisable.

                                   ARTICLE III
                                    Directors

Section 1.  Powers of Directors. The corporate powers, business and property of
the Company shall be exercised, conducted and controlled by, or under the
direction of, the Board of Directors except as otherwise required by statute,
the Articles of Incorporation or these Regulations with regard to action
required to be taken or approved by the shareholders.

Section 2.  Number, Qualification and Eligibility. The number of directors shall
not be less than five (5) or more than twenty-one (21). The Board of Directors
may increase or decrease by resolution the number of Directors within this
range.

Section 3.  Classification and Election. The directors shall be divided into
three classes and each class shall consist as near as may be of one-third of the
number of directors. At each regular annual meeting of shareholders, the
successors of the class of directors whose term shall expire in that year shall
be elected by ballot for a term of three years and until their respective
successors are elected and qualified. Directors shall be elected by receiving
the highest number of votes cast on the ballot. No requirements shall exist as
to notice of such annual election other than

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those contained in this Amended and Restated Code of Regulations. If directors
are not elected at the regular annual meeting of the shareholders for any cause,
they may be elected at any other meeting duly called for that purpose.

Section 4.  Vacancies. Whenever a vacancy occurs in the Board of Directors of
the Company, the vacancy may be filled for the unexpired term by the vote of a
majority of the Board of Directors present if those present constitute a quorum;
provided, however, if the Board is reduced to less than a majority by reason of
vacancies, however caused, the remaining directors, by a majority vote or the
remaining director may fill such vacancies. The Board of Directors may declare
the office of a director vacant if the director shall be declared of unsound
mind by an order of court or be adjudicated a bankrupt or if the director does
not qualify within sixty (60) days of election by accepting in writing election
to such office or by acting at a meeting of the Board of Directors and the Board
of Directors may thereupon fill such declared vacancy.

Section 5.  Compensation. The members of the Board of Directors, other than
salaried officers, shall receive such compensation as shall be fixed by the
Board of Directors from time to time for the performance of services for the
Company, together with reimbursement for their expenses incurred in the
performance of such services.

Section 6.  Action by Unanimous Written Consent Without a Meeting. Unless
otherwise restricted by the Articles of Incorporation or Amended and Restated
Code of Regulations, any action required or permitted to be taken by the Board
of Directors may be taken without a meeting, if all members of the Board Shall
individually or collectively consent in writing to such action; provided action
by written consent or consents shall be filed with minutes of the proceedings of
the Board. Any action without a meeting of the Board shall be limited to those
situations where time is of the essence and not in lieu of a regularly scheduled
board meeting.

                                   ARTICLE IV
                   Executive or Other Committees of the Board

Section 1.  Executive or Other Committees of the Board. The Board of Directors
by vote of a majority of the Board may, at its discretion, appoint or elect an
Executive Committee and any other committee or committees from its own number
and may delegate to any such committee or committees any or all of the authority
of the Board of Directors. The Executive Committee shall have and may exercise
the powers of the Board of Directors in the interim between meetings of the
Board of Directors and shall, at all times, be subject to any instructions
issued by the Board of Directors. Such Executive Committee shall, from time to
time, make a report of its acts and transactions to the Board of Directors. The
act of a majority of the Executive Committee or any other committee of the Board
shall be effective in all respects as the act of such committee at a meeting, or
any such committee may act by a writing signed by all

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of its members without a meeting. No committee may fill vacancies in the Board
of Directors or in any committee of the Board of Directors.

                                    ARTICLE V
                                    Officers

Section 1.  Officers. The officers shall be a President, Secretary, Treasurer
and such other officers as the Board of Directors may appoint or elect or
provide to be elected or appointed by resolution from time to time and/or any
committee of the Board of Directors, to the extent delegated authority to
appoint or elect officers by the Board of Directors, may appoint or elect or
provide to be elected or appointed by resolution from time to time. If the
Company has a Chief Executive Officer, the Chief Executive Officer must be a
member of the Board of Directors. Any two or more of the offices may be held by
the same person, but no officer shall execute, acknowledge or verify any
instrument in more than one capacity, if such instrument is required by law or
by the Articles of Incorporation or Amended and Restated Code of Regulations to
be executed, acknowledged or verified by two or more officers.

The officers shall hold office until the date of the next regular annual meeting
of the Board of Directors or until their respective successors are elected and
qualified; provided, however, that any officer may be removed from office with
or without cause at any time by a vote of at least two-thirds of the entire
Board of Directors. Such removal shall be without prejudice to the contract
rights, if any, of the person so removed. Election or appointment of an officer
shall not in itself create contract rights. If, for any cause, there is no
regular annual meeting of the Board of Directors, or if such meeting is held and
no one is elected or re-elected to one or more of the offices, the omitted
election may be held in the manner above described at any other meeting of the
Board of Directors if such meeting is duly called as a special meeting for that
purpose or if each member of the Board of Directors shall be present or shall
waive in writing the call and notice thereof.

                                   ARTICLE VI
                               Duties of Officers

Section 1.  Chairman of the Board. If the Company has a Chairman of the Board,
then the Chairman of the Board of Directors shall preside at all meetings of the
shareholders and Board of Directors, shall sign the record of such meetings at
which the Chairman shall preside and shall have such other powers and duties as
may be prescribed by the Board of Directors.

Section 2.  Chief Executive  Officer.  If the Company has a Chief Executive
Officer, the Chief Executive Officer shall exercise general administrative
leadership and direction of the Company in conformity with actions and controls
established and maintained by the Board of Directors. The Chief Executive
Officer shall, in

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compliance with the laws of the State of Ohio, Amended Articles of Incorporation
and this Amended and Restated Code of Regulations, and in concurrence with the
actions of the Board, direct the activities of its officers. The Chief Executive
Officer shall have the power and authority to execute on behalf of the Company
any and all documents, contracts, instruments, or other papers to which the
signature of the Company is to be attached; provided, however, a facsimile
signature may be printed, engraved or stamped on any approved document,
contract, instrument, or other papers of the Company. The Chief Executive
Officer shall exercise the discretion of and perform generally all of the duties
incident to the Office of the Chief Executive Officer, and such other and
further duties as may be from time to time required by the Board of Director.

In the absence of the Chairman of the Board, or at the request thereof, the
Chief Executive Officer shall preside at meetings of the shareholders and the
Board of Directors, sign the record of such meetings at which the Chief
Executive Officer shall preside and shall have such other powers and duties as
may be prescribed by the Board of Directors.

In the absence of the Chief Executive Officer, another Director shall be
selected by those Directors present to serve as temporary Chairman, and shall be
authorized to sign the records of meetings at which such Director presides.

Section 3.  President. The President shall be the Chief Operating Officer of the
Company and shall, in compliance with the laws of the State of Ohio, Articles of
Incorporation and this Amended and Restated Code of Regulations, and in
concurrence with the Chairman and Chief Executive Officer and actions of the
Board of Directors, direct the activities of its officers.

Except as provided for by resolution of the Board of Directors or by memorandum
from the Chairman and Chief Executive Officer, the President shall have the
power and authority to execute on behalf of the Company those documents,
contracts, instruments, or other papers to which the signature of the Company is
to be attached; provided, however, a facsimile signature may be printed,
engraved or stamped on any approved document, contract, instrument, or other
papers of this Company. The President shall exercise the discretion of and
perform generally all of the duties incident to the Office of President and such
other and further duties as may be required by the Board of Directors and the
Chairman and Chief Executive Officer.

Section 4.  Vice Presidents. The Vice Presidents, who may be designated
Executive Vice President, Senior Vice President, Vice President, or Associate
Vice President, shall have such powers and perform such duties as may be
assigned to them by the Chairman and Chief Executive Officer or President and
approved by the Board of Directors. The officer designated by the President and
approved by the Chairman and Chief Executive Officer shall act for the President
in the absence or disability of the President.

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Section 5.  General Counsel. The General Counsel shall furnish legal counsel on
corporate matters as required; render legal opinions to the Board of Directors,
the Chairman and Chief Executive Officer, President and other officers and
employees as requested; interpret all laws and regulations relating to the
business of the Company; initiate recommendations with respect to legislation
affecting the business of the Company; and shall perform such other and further
duties as may be required by the Board of Directors, Chairman and Chief
Executive Officer or President.

Section 6.  Secretary. The Secretary shall issue notices and maintain the
official records of all meetings of the shareholders and the Board of Directors
and such records shall be attested by the Secretary or by such other person as
shall have acted as secretary of such meeting in the case of the Secretary's
absence for any reason; shall have charge of the seal, share or other security
books of the Company and shall issue and attest all certificates of shares or
other securities of the Company; provided, however, a facsimile signature may be
printed, engraved or stamped on certificates for shares, bonds or other
securities of the Company when such certificates are countersigned by an
incorporated transfer agent or registrar. In case a transfer agent or registrar
of the shares or other securities of the Company shall be duly appointed by it,
the Secretary may place in charge of such transfer agent or registrar the seal
and share or other security books of the Company and such transfer agent or
registrar may perform in the Secretary's stead all duties in connection with the
shares of the Company. The Secretary shall have power and authority to sign or
attest on behalf of the Company all approved instruments, papers and documents
where required in carrying on the business of the Company; provided, however, a
facsimile signature may be printed, engraved or stamped thereon; and shall
perform such other and further duties as may from time to time be assigned by
the Chairman and Chief Executive Officer or the President and approved by the
Board of Directors.

Section 7.  Treasurer. The Treasurer shall maintain custody of all funds,
securities and properties of the Company; direct the receipt and deposit of all
funds and securities and payment of all authorized disbursements; direct the
administration of all accounting activities of the Company; furnish financial
reports of the Company, as required; shall have the power and authority to sign
or attest all approved instruments, papers and documents where required in
carrying on the business of the Company; and shall perform such other and
further duties as may from time to time be assigned by the Chairman and Chief
Executive Officer or the President and approved by the Board of Directors.

Section 8.  Assistant Secretary. The Assistant Secretary shall at all times act
as an assistant to the Secretary and have such powers and perform such duties as
shall be assigned by the Secretary and approved by the Chairman and Chief
Executive Officer or the President. In case both the Secretary and the Assistant
Secretary are at the same time absent or unable to perform their duties the
Board of Directors may appoint a secretary pro tempore with the power and duty
to act as Secretary during such absence or disability of both the Secretary and
Assistant Secretary.

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Section 9.  Assistant  Treasurer.  The  Assistant  Treasurer  shall at all times
act as an assistant to the Treasurer and shall have powers and perform such
duties as shall be assigned by the Treasurer and approved by the President.

Section 10. Execution of Instruments. Any vice president and any assistant
secretary or assistant treasurer shall have the power and authority to sign all
approved documents, instruments, contracts or other papers in connection with
the operation of the business of the Company in addition to the Chairman and
Chief Executive Officer, President, Treasurer and Secretary; provided, however,
the signature of any of them may be printed, engraved or stamped on any approved
document, contract, instrument or other papers of the Company.

Section 11. Vacancies. Whenever a vacancy occurs in any office of the Company
for any cause, the vacancy may be filled for the unexpired term by the vote of a
majority of the Board of Directors present, if those present constitute a quorum
thereof.

Section 12. Bond of Officers and Employees. Any officer or employee of the
Company handling funds or negotiable instruments or any other property of the
Company shall furnish such bond or shall be covered by a blanket bond in such
amounts and with such surety and sureties as may be required by the Board of
Directors. The premium of any such bond shall be paid by the Company.

                                   ARTICLE VII
                                 Indemnification

Section 1.  Indemnification of Directors, Officers and Employees. The Company
shall indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative by reason of the fact
that such person is or was a director, officer or employee of the Company, or is
or was serving at the request of the Company as a director, trustee, officer,
member, or employee of another corporation, domestic or foreign, non-profit or
for profit, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred in connection with such action, suit
or proceeding, to the extent and under the circumstances permitted by the
General Corporation Law of the State of Ohio; provided, however, that the
Company shall indemnify any such person seeking indemnity in connection with an
action, suit or proceeding (or part thereof) initiated by such person only if
such action, suit or proceeding (or part thereof) initiated by such person was
authorized by the Board of Directors of the Company.

Such indemnification (unless ordered by a court) shall be made as authorized in
a specific case upon a determination that indemnification of the director,
trustee, officer or employee is proper in the circumstances because such person
has met the applicable standards of conduct set forth in the General Corporation
Law of the State of Ohio. Such determination shall be made (1) by the Board of
Directors by a

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majority vote of a quorum consisting of directors who were not, and are not,
parties to or threatened with any such action, suit or proceeding, or (2) if
such a quorum is not obtainable, or if a majority vote of a quorum of
disinterested directors so directs, in a written opinion by independent legal
counsel meeting the requirements of independence prescribed by the General
Corporation Law of Ohio, or (3) by the shareholders, or (4) by the Court of
Common Pleas or the court in which such action, suit or proceeding was brought.

Section 2.  Other Rights. The foregoing right of indemnification shall not be
deemed exclusive of any other rights to which those seeking indemnification may
be entitled under the Articles of Incorporation, these Regulations, any
agreement, vote of shareholders or disinterested directors or otherwise, and
shall continue as to a person who has ceased to be a director, trustee, officer
or employee and shall inure to the benefit of the heirs, executors and
administrators of such a person.

Section 3.  Advance Payment of Expenses. The Company shall pay to any director,
and may pay to any other person entitled to indemnification pursuant to Section
1 of this Article IX, expenses, including attorneys' fees, incurred in defending
any action, suit or proceeding referred to in Section 1 of this Article IX, in
advance of the final disposition of such action, suit or proceeding; provided,
however, that the payment of such expenses in advance of the final disposition
of such action, suit or proceeding shall be made only upon delivery to the
Company of any legally required undertaking by or on behalf of such director or
other person.

Section 4.  Contractual Rights; Applicability. The right to be indemnified or to
the reimbursement or advancement of expenses pursuant hereto (i) is a contract
right based upon good and valuable consideration, pursuant to which the person
entitled hereto may bring suit as if the provision hereof were set forth in a
separate written contract between the Company and such person, (ii) is intended
to be retroactive and shall be available with respect to events occurring prior
to the adoption hereof, and (iii) shall continue to exist after the rescission
or restrictive modification hereof with respect to events occurring prior
thereto.

Section 5.  Requested Service. Any person serving, in any capacity, (i) another
corporation of which a majority of the shares entitled to vote in the election
of its directors is held by the Company, or (ii) any employee benefit plan of
the Company or of any corporation referred to in clause (i), shall be deemed to
be doing so at the request of the Company.

Section 6.  Insurance. The Company may purchase and maintain insurance on behalf
of any person who is or was a director, officer, member, or employee of the
Company, or is or was serving at the request of the Company as a director,
trustee, officer or employee of another corporation, domestic or foreign,
non-profit or for profit, partnership, joint venture, trust, or other enterprise
against any liability asserted against such person and incurred in any such
capacity, or arising out of the status as such, whether or not the Company would
have the power to indemnify such person against such liability under this
Article VII.

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                                  ARTICLE VIII
                                     Shares

Section 1.  Certificates of Shares. Each shareholder of the Company whose shares
are paid in full shall be entitled to a certificate or certificates showing the
number of shares registered in such shareholder's name on the books of the
Company. Such certificates shall be issued in numerical order and signed by the
Chairman and Chief Executive Officer or the President and the Secretary, or such
other officers or persons as may be authorized by the Board of Directors. The
signature of any of said officers may be facsimile, engraved, stamped or printed
when such certificates are countersigned by an incorporated transfer agent or
registrar. A full record of each certificate as issued shall be entered on the
stock record books of the Company. No new certificate shall be issued until the
former certificate for the same number of shares shall have been surrendered and
canceled, except as provided for in Section 3 below of this Article of these
Regulations.

Section 2.  Transfer of Shares. The shares of the Company may be transferred on
the books of the Company by the holder thereof in person or by a duly authorized
attorney upon the surrender of the certificate therefor properly endorsed and
assigned.

Section 3.  Lost, Stolen, Destroyed or Mutilated Certificates. If any share
certificate in this Company becomes worn, defaced or mutilated, the Secretary,
upon presentation or surrender thereof, may order the same canceled, and may
issue a new certificate in lieu thereof. If any share certificate be lost,
stolen or destroyed, the Secretary may issue a new certificate in lieu thereof
to the person entitled to such lost, stolen or destroyed certificate upon
receiving a bond of indemnity containing such terms as the Board of Directors
may require to protect the Company or any person, firm or other corporation from
loss, cost or damage resulting from the issue of such new certificate.

Section 4.  Closing of Transfer Books. The Board of Directors shall have the
power to close the share transfer books of the Company for a period not to
exceed forty-five (45) days preceding the date of any meeting of shareholders,
or the date for payment of any dividend, or the date for the allotment of
rights, or the date when any change or conversion or exchange of capital shares
shall go into effect; provided, however, that in lieu of closing the share
transfer books, the Board of Directors may fix in advance a date not exceeding
forty-five (45) days preceding the date of any meeting of shareholders, or the
date for the payment of any dividend, or the date for the allotment of rights,
or the date when any change or conversion or exchange of shares shall go into
effect, as a record date for the determination of the shareholders entitled to
notice of, and to vote at any such meeting, or entitled to receive payment of
any such dividend, or to any such allotment of rights or to exercise the rights
in respect of any such change, conversion or exchange of shares, and in such
cases only such shareholders as shall be shareholders of record on the date so
fixed shall be entitled to such notice of, and to vote at such meeting, or to
receive payment of such dividend, or to receive such allotment of rights, or to
exercise such rights, as

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the case may be notwithstanding any transfer of any share on the books of the
Company after any such record date fixed as aforesaid. The Company shall be
entitled to treat the holder of record of any share or shares of the Company as
the holder in fact thereof, and accordingly shall not be bound to recognize any
equitable or other claim to, or interest in such share on the part of any other
person, whether or not it shall have express or other notice thereof, except as
expressly provided by the laws of the State of Ohio.

Section 5.  Transfer Agents and Registrars. The Board of Directors may appoint,
or revoke the appointment of, transfer agents and registrars and may require all
certificates for shares to bear the signatures of such transfer agents and
registrars, or any of them. The Board of Directors shall have authority to make
all such rules and regulations as it may deem expedient concerning the issue,
transfer, and registration of certificates for shares of the Company.

                                   ARTICLE IX
                                      Seal

Section 1.  Seal.  The seal of the  Company  shall be  circular  with the name
of the Company engraved around the margin and the word "SEAL" engraved across
the center.

                                    ARTICLE X
                                   Amendments

Section 1.  Amendments. This Amended and Restated Code of Regulations may be
adopted, amended, changed or repealed by the affirmative vote of the holders of
record of shares entitling them to exercise a majority of the voting power on
such proposal at any meeting of shareholders of the Company.

Adopted:  May 7, 2002

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