<PAGE>

                                       BY-LAWS
                                          OF
                          PINNACLE FINANCIAL SERVICES, INC.

                              (AS AMENDED JULY 30, 1997)


                                 ARTICLE I.  OFFICES

    SECTION 1.     REGISTERED OFFICE.  The registered office shall be in the
City of St. Joseph, County of Berrien, State of Michigan.

    SECTION 2.     OTHER OFFICES.  The corporation may also have offices at
such other places both within and without the State of Michigan as the board of
directors may from time to time determine or the business of the corporation may
require.

                              ARTICLE II.  SHAREHOLDERS

    SECTION 1.     PLACE OF MEETINGS. All meetings of the shareholders of this
corporation shall be held at such time and place, either within or without the
State of Michigan, as may be determined from time to time by the board of
directors and stated in the notice of the meeting or in a duly executed waiver
of notice thereof.

    SECTION 2.     ANNUAL MEETING OF SHAREHOLDERS.  The annual meeting of
shareholders for election of directors and for such other business as may
properly come before the meeting, commencing with the year 1996, shall be held
on the last Tuesday of April if not a legal holiday, and if a legal holiday,
then the next business day following, at 10:00 a.m., local time, or at such
other date and time as shall be determined from time to time by the Board of
Directors and stated in the notice of the meeting or in a duly executed waiver
of notice thereof.

    SECTION 3.     ORDER OF BUSINESS AT ANNUAL MEETING.  The order of business
at the annual meeting of the shareholders shall be as follows:

    (a)  Reading of notice and proof of mailing,
    (b)  Reports of officers,
    (c)  Election of directors,
    (d)  Transaction of other business mentioned in the notice,
    (e)  Adjournment.

 provided that, in the absence of any objection, the presiding officer may vary
the order of business at his discretion.


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    SECTION 4.     NOTICE OF MEETING OF SHAREHOLDERS.  Except as otherwise 
provided in the Michigan Business Corporation Act (herein called the "Act"), 
or the articles of incorporation, written notice of the time, place and 
purpose of a meeting of shareholders shall be given not less than ten nor 
more than sixty days before the date of the meeting, either personally or by 
mail, to each shareholder of record entitled to vote at the meeting. When a 
meeting is adjourned to another time or place, it is not necessary to give 
notice of the adjourned meeting if the time and place to which the meeting is 
adjourned are announced at the meeting at which the adjournment is taken and 
at the adjourned meeting only such business is transacted as might have been 
transacted at the original meeting.  However, if after the adjournment the 
board of directors fixes a new record date for the adjourned meeting, a 
notice of the adjourned meeting shall be given to each shareholder of record 
on the new record date entitled to vote at the meeting.

    SECTION 5.     LIST OF SHAREHOLDERS ENTITLED TO VOTE.  The officer or agent
having charge of the stock transfer books for shares of capital stock of the
corporation shall make and certify a complete list of the shareholders entitled
to vote at a shareholders' meeting or any adjournment thereof.  The list shall:

    (a)  Be arranged alphabetically within each class and series of capital
         stock, with the address of, and the number of shares held by, each
         shareholder.

    (b)  Be produced at the time and place of the meeting.

    (c)  Be subject to inspection by any shareholder entitled to vote during
         the whole time of the meeting.

    (d)  Be prima facie evidence as to who are the shareholders entitled to
         examine the list or to vote at the meeting.

    SECTION 6.     SPECIAL MEETING OF SHAREHOLDERS.  Except as otherwise
provided in the articles of incorporation, a special meeting of shareholders may
be called at any time by the chief executive officer of the corporation (See
Article V, Section 4) or by a majority of the members of the board of directors
then in office, or by shareholders owning, in the aggregate, not less than
twenty-five percent of all the shares of capital stock entitled to vote at such
special meeting.  The method by which such meeting may be called is as follows:
Upon receipt of a specification in writing setting forth the date and objects of
such proposed special meeting, signed by the chief executive officer, or by a
majority of the members of the board of directors then in office, or by
shareholders as above provided, the secretary of this corporation shall prepare,
sign and mail the notices requisite to such meeting.

    SECTION 7.     QUORUM OF SHAREHOLDERS.  Unless a greater or lesser quorum
is provided in the articles of incorporation, in a bylaw adopted by the
shareholders or in the Act, shares entitled to cast a majority of the votes at a
meeting constitute a quorum at the meeting.  The shareholders present in person
or by proxy at such meeting may continue to do business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum.  Whether or not a quorum is present, the meeting may be adjourned by a
vote of the shares present.


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    SECTION 8.     VOTE OF SHAREHOLDERS.  Each outstanding share of capital
stock of the corporation shall be entitled to one vote on each matter submitted
to a vote, unless otherwise provided in the articles of incorporation.  A vote
may be cast either orally or in writing.  When an action, other than the
election of directors, is to be taken by vote of the shareholders, it shall be
authorized by a majority of the votes cast by the holders of shares entitled to
vote thereon, unless a greater plurality is required by the articles of
incorporation or the Act.  Directors shall be elected by a plurality of the
votes cast at an election.

    SECTION 9.     RECORD DATE FOR DETERMINATION OF SHAREHOLDERS.  For the
purpose of determining shareholders entitled to notice of and to vote at a
meeting of shareholders or an adjournment thereof, or to express consent or to
dissent from a proposal without a meeting, or for the purpose of determining
shareholders entitled to receive payment of a dividend or allotment of a right,
or for the purpose of any other action, the board may fix, in advance, a date as
the record date for any such determination of shareholders.  The date shall not
be more than sixty nor less than ten days before the date of the meeting, nor
more than sixty days before any other action.  If a record date is not fixed (a)
the record date for determination of shareholders entitled to notice of or to
vote at a meeting of shareholders shall be the close of business on the day next
preceding the day on which notice is given, or, if no notice is given, the day
next preceding the day on which the meeting is held, and (b) the record date of
determining shareholders for any purpose other than that specified in
subdivision (a) shall be the close of business on the day on which the
resolution of the board relating thereto is adopted.  When a determination of
shareholders of record entitled to notice of or to vote at a meeting of
shareholders has been made as provided in this Section, the determination
applies to any adjournment of the meeting, unless the board fixes a new record
date under this Section for the adjourned meeting.

    SECTION 10.    PROXIES.  A shareholder entitled to vote at a meeting of
shareholders or to express consent or dissent without a meeting may authorize
one or more other persons to act for him by proxy.  A proxy shall be signed by
the shareholder or his authorized agent or representative.  A proxy shall not be
valid after the expiration of three years from its date unless otherwise
provided in the proxy.

    SECTION 11.    INSPECTORS OF ELECTION.  The board of directors, in advance
of a shareholders' meeting, may appoint one or more inspectors of election to
act at the meeting or any adjournment thereof.  If inspectors are not so
appointed, the person presiding at a shareholders' meeting may, and on request
of a shareholder entitled to vote thereat shall, appoint one or more inspectors.
In case a person appointed fails to appear or act, the vacancy may be filled by
appointment made by the board of directors in advance of the meeting or at the
meeting by the person presiding thereat.  The inspectors shall determine the
number of shares outstanding and the voting power of each, the shares
represented at the meeting, the existence of a quorum, the validity and effect
of proxies, and shall receive votes, ballots or consents, hear and determine
challenges and questions arising in connection with the right to vote, count and
tabulate votes, ballots or consents, determine the result, and do such acts as
are proper to conduct the election or vote with fairness to all shareholders.
On request of the person presiding at the meeting or a shareholder entitled to
vote thereat, the inspectors shall make and execute a written report to the
person presiding at the meeting of any of the facts found by them and matters
determined by them.  The report is prima facie evidence of the facts stated and
of the vote as certified by the inspectors.


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    SECTION 12.    CONSENT OF SHAREHOLDERS IN LIEU OF MEETING.  Any action
required or permitted by the Act to be taken at an annual or special meeting of
shareholders may be taken without a meeting, without prior notice and without a
vote, if all the shareholders entitled to vote thereon consent thereto in
writing.

                               ARTICLE III.  DIRECTORS

    SECTION 1.     NUMBER AND TERM OF DIRECTORS.  The number of directors which
shall constitute the whole board shall be not less than five nor more than
twenty.  The first board shall consist of eleven directors.  Thereafter, the
number of directors which shall constitute the board of directors shall be
determined from time to time by resolution adopted by the affirmative vote of a
majority of the entire board of directors.  A director shall hold office until
the next annual meeting of shareholders and thereafter until his successor shall
be elected and qualify, subject, however, to prior death, resignation,
retirement, disqualification or removal from office.  Directors need not be
shareholders.

    SECTION 2.     VACANCIES.  A position occurring in the board of directors
resulting from a vacancy or an increase in the number of directors may be filled
by the affirmative vote of a majority of the remaining directors of the entire
board then in office, though less than a quorum of the board, for a term of
office until the next annual meeting of shareholders and thereafter until his
successor shall be elected and qualify, subject, however, to prior death,
resignation, retirement, disqualification or removal from office.

    SECTION 3.     REMOVAL.  Any director, or the entire board, may be removed
from office at any time, with or without cause, but only by the affirmative vote
of the holders of a majority of the outstanding shares of capital stock of the
corporation entitled to vote, voting together as a single class.

    SECTION 4.     RESIGNATION.  A director may resign by written notice to the
corporation.  The resignation is effective upon its receipt by the corporation
or a subsequent time as set forth in the notice of resignation.

    SECTION 5.     POWERS.  The business and affairs of the corporation shall
be managed by its board of directors, except as otherwise provided in the Act or
in the articles of incorporation.

    SECTION 6.     LOCATION OF MEETINGS.  Regular or special meetings of the
board of directors may be held either within or without the State of Michigan.

    SECTION 7.     ANNUAL ORGANIZATION MEETING OF BOARD.  An annual
organization meeting of the board of directors shall be held at the place of
holding the annual meeting of shareholders, and immediately following the same,
for the purpose of electing officers and transacting any other business properly
brought before it, provided that the annual organization meeting in any year may
be held at a different time and place than that herein provided by a consent of
a majority of the board of directors.  No notice of such meeting shall be
necessary to the directors in order legally to constitute the  meeting, provided
a quorum shall be present, unless said meeting is not held at the place of
holding and immediately following the annual meeting of shareholders.

    SECTION 8.     REGULAR MEETING OF BOARD.  Regular meetings of the board of
directors may be held without notice at such time and at such place as shall
from time to time be determined by the board.


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    SECTION 9.     SPECIAL MEETING OF BOARD.  Special meetings of the board of
directors may be called by the chief executive officer, or by a majority of the
persons then comprising the board of directors, at any time by means of notice
of the time and place thereof to each director, given not less than twenty-four
hours before the time such special meeting is to be held.

    SECTION 10.    COMMITTEES OF DIRECTORS.  The board of directors may
designate one or more committees, each committee to consist of one or more of
the directors of the corporation.  The board may designate one or more directors
as alternate members of any committee, who may replace an absent or disqualified
member at a meeting of the committee.  In the absence or disqualification of a
member of a committee, the members thereof present at a meeting and not
disqualified from voting, whether or not they constitute a quorum, may
unanimously appoint another member of the board of directors to act at the
meeting in the place of any such absent or disqualified member.  Any such
committee, to the extent provided in the resolution of the board of directors
creating such committee, may exercise all the powers and authority of the board
of directors in the management of the business and affairs of the corporation.
However, such a committee shall not have the power or authority to amend the
articles of incorporation, adopt an agreement of merger or consolidation,
recommend to the shareholders the sale, lease or exchange of all or
substantially all of the corporation's property and assets, recommend to the
shareholders a dissolution of the corporation or a revocation of a dissolution,
amend the bylaws of the corporation, fill vacancies in the board of directors,
or fix compensation of the directors serving on the board or on a committee;
and, unless the resolution of the board of directors creating such committee or
the articles of incorporation expressly so provides, such a committee shall not
have the power or authority to declare a dividend or to authorize the issuance
of capital stock.  Any such committee, and each member thereof, shall serve at
the pleasure of the board of directors.

    SECTION 11.    QUORUM AND REQUIRED VOTE OF BOARD AND COMMITTEES.  At all
meetings of the board of directors, or of a committee thereof, a majority of the
members of the board then in office, or of the members of a committee thereof,
constitutes a quorum for transaction of business.  The vote of the majority of
members present at a meeting at which a quorum is present constitutes the action
of the board or of the committee unless the vote of a larger number is required
by the Act, the articles of incorporation, or these Bylaws.  If a quorum shall
not be present at any meeting of the board of directors, the directors present
thereat may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.  Notwithstanding
anything herein to the contrary, whenever the Board of Directors of the
corporation is comprised of ten (10) or fewer persons, action of the Board
within the meaning of Section 523 of the Act, and for all other purposes, shall
require the favorable vote of six (6) or more of the directors, and whenever the
Board of Directors of the corporation is comprised of eleven (11) or twelve (12)
persons, action of the Board within the meaning of Section 523 of the Act, and
for all other purposes, shall require the favorable vote of seven (7) or more of
the directors.

    SECTION 12.    ACTION BY WRITTEN CONSENT. Action required or permitted to
be taken pursuant to authorization voted at a meeting of the board of directors
or a committee thereof, may be taken without a meeting if, before or after the
action, all members of the board or of the committee consent thereto in writing.
The written consents shall be filed with the minutes of the proceedings of the
board or committee.  The consent has the same effect as a vote of the board or
committee for all purposes.

    SECTION 13.    COMPENSATION OF DIRECTORS.  The board of directors, by
affirmative vote of a majority of directors in office and irrespective of any
personal interest of any of them, may establish reasonable


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compensation of directors for services to the corporation as directors or
officers, but approval of the shareholders is required if the articles of
incorporation, these bylaws or any provisions of the Act so provide.

    SECTION 14.    PARTICIPATION IN MEETING BY TELEPHONE.  By oral or written
permission of a majority of the board of directors, a member of the board of
directors or of a committee designated by the board may participate in a meeting
by means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other.
Participation in a meeting pursuant to this Section constitutes presence in
person at the meeting.

    SECTION 15.    NOMINATIONS OF DIRECTOR CANDIDATES.

    (a)  ELIGIBILITY TO MAKE NOMINATIONS.  Nominations of candidates for
election as directors of the corporation at any meeting of shareholders called
for election of directors (an "Election Meeting") may be made by the board of
directors or by any shareholder entitled to vote at such Election Meeting.


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    (b)  PROCEDURE FOR NOMINATIONS BY THE BOARD OF DIRECTORS.  Nominations 
made by the board of directors shall be made at a meeting of the board of 
directors, or by written consent of directors in lieu of a meeting, not less 
than thirty days prior to the date of the Election Meeting, and such 
nominations shall be reflected in the minute books of the corporation as of 
the date made.  At the request of the secretary of the corporation, each 
proposed nominee shall provide the corporation with such information 
concerning himself as is required, under the rules of the Securities and 
Exchange Commission, to be included in the corporation's proxy statement 
soliciting proxies for his election as a director.

    (c)  PROCEDURE FOR NOMINATIONS BY SHAREHOLDERS.  No less than ninety days 
prior to the date of the Election Meeting in the case of an annual meeting, 
and not more than seven days following the date of notice of the meeting in 
the case of a special meeting, any shareholder who intends to make a 
nomination at the Election Meeting shall deliver a notice to the secretary of 
the corporation setting forth (i) the name, age, business address and 
residence of each nominee proposed in such notice, (ii) the principal 
occupation or employment of each such nominee, (iii) the number of shares of 
each class and series of capital stock of the corporation which are 
beneficially owned by each such nominee and (iv) such other information 
concerning each such nominee as would be required, under the rules of the 
Securities and Exchange Commission, in a proxy statement soliciting proxies 
for the election of such nominee.

    (d)  SUBSTITUTION OF NOMINEES.  In the event that a person is validly
designated as a nominee in accordance with subsection (b) or (c) hereof and
shall thereafter become unable or unwilling to stand for election to the board
of directors, the board of directors or the shareholder who proposed such
nominee, as the case may be, may designate a substitute nominee.

    (e)  AGE QUALIFICATION.  No person shall be nominated or elected as a
director of the corporation after having attained the age of seventy years;
provided, however, the foregoing (i) shall not be deemed to prevent a person
duly nominated and elected as a director of the corporation prior to attaining
the age of seventy years from continuing to hold office after attaining the age
of seventy years for the full term of office to which he was so elected, and
(ii) shall not be applicable with respect to a person who, on the date of filing
of the articles of incorporation of this corporation in the office of the
Corporation and Securities Bureau of the Michigan Department of Commerce, is
then serving, and has continuously since April 18, 1979, to said filing date
served, as a director of The Peoples State Bank of St. Joseph, Michigan.

    (f)  DETERMINATION OF COMPLIANCE WITH PROCEDURES.  If the chairman of the
Election Meeting determines that a nomination was not in accordance with the
foregoing procedures, such nomination shall be void.


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                                 ARTICLE IV.  NOTICES

    SECTION 1.     NOTICE.  Whenever any notice or communication is required to
be given by mail to any director or shareholder under any provision of the Act,
or of the articles of incorporation or of these bylaws, it shall be given in
writing, except as otherwise provided in the Act, to such director or
shareholder at the address designated by him for that purpose or, if none is
designated, at his last known address.  The notice or communication is given
when deposited, with postage thereon prepaid, in a post office or official
depository under the exclusive care and custody of the United States postal
service.  The mailing shall be registered, certified or other first class mail
except where otherwise provided in the Act.  Written notice may also be given in
person or by telegram, telex, radiogram, cablegram, or mailgram, and such notice
shall be deemed to be given when the recipient receives the notice personally,
or when the notice, addressed as provided above, has been delivered to the
company, or to the equipment transmitting such notice.  Neither the business to
be transacted at, nor the purpose of, a regular or special meeting of the board
of directors need be specified in the notice of the meeting.

    SECTION 2.     WAIVER OF NOTICE.  When, under the Act or the articles of
incorporation or these bylaws, or by the terms of an agreement or instrument,
the corporation or the board or any committee thereof may take action after
notice to any person or after lapse of a prescribed period of time, the action
may be taken without notice and without lapse of the period of time, if at any
time before or after the action is completed the person entitled to notice or to
participate in the action to be taken or, in case of a shareholder, by his
attorney-in-fact, submits a signed waiver of such requirements.  Neither the
business to be transacted at, nor the purpose of, a regular or special meeting
of the board of directors need be specified in the waiver of notice of the
meeting.  Attendance of a person at a meeting of shareholders, in person or by
proxy, or of a director at a meeting constitutes a waiver of notice of such
meeting, except when the person or director attends a 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.


                                 ARTICLE V.  OFFICERS

    SECTION 1.     SELECTION.  The board of directors, at its first meeting and
at each meeting following the annual meeting of shareholders, shall elect or
appoint a president, a secretary and a treasurer.  The board of directors may
also elect or appoint a chairman of the board, one or more vice presidents and
such other officers, employees and agents as it shall deem necessary who shall
hold their offices for such terms and shall exercise such powers and perform
such duties as shall be determined from time to time by the board.  Two or more
offices may be held by the same person but an officer shall not execute,
acknowledge or verify an instrument in more than one capacity.

    SECTION 2.     COMPENSATION.  The salaries of all officers, employees and
agents of the corporation shall be fixed by the board of directors; provided,
however, that the board may delegate to the officers the fixing of compensation
of assistant officers, employees and agents.


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    SECTION 3.     TERM, REMOVAL AND VACANCIES.  Each officer of the
corporation shall hold office for the term for which he is elected or appointed
and until his successor is elected or appointed and qualified, or until his
resignation or removal.  An officer elected or appointed by the board of
directors may be removed by the board with or without cause at any time.  An
officer may resign by written notice to the corporation.  The resignation is
effective upon its receipt by the corporation or at a subsequent time specified
in the notice of resignation.  Any vacancy occurring in any office of the
corporation shall be filled by the board of directors.

    SECTION 4.     CHIEF EXECUTIVE OFFICER.  At each annual organization 
meeting of the board of directors, the board shall designate the chairman of 
the board or president as the chief executive officer of the corporation; 
provided, however, that if a motion is not made and carried to change the 
designation, the designation shall be the same as the designation for the 
preceding year; provided, further, that the designation of the chief 
executive officer may be changed at any special meeting of the board of 
directors.  The president shall be the chief executive officer whenever the 
office of chairman of the board is vacant.  The chief executive officer shall 
be responsible to the board of directors for the general supervision and 
management of the business and affairs of the corporation and shall see that 
all orders and resolutions of the board are carried into effect.  The 
chairman of the board or president who is not the chief executive officer 
shall be subject to the authority of the chief executive officer, but shall 
exercise all of the powers and discharge all of the duties of the chief 
executive officer, during the absence or disability of the chief executive 
officer.

    SECTION 5.     CHAIRMAN OF THE BOARD OF DIRECTORS.  If the board of
directors elects or appoints a chairman of the board, he shall be elected or
appointed by, and from among, the membership of, the board of directors.  He
shall preside at all meetings of the shareholders, of the board of directors and
of any executive committee. He shall perform such other duties and functions as
shall be assigned to him from time to time by the board of directors.  He shall
be, ex officio, a member of all standing committees.  Except where by law the
signature of the president of the corporation is required, the chairman of the
board of directors shall possess the same power and authority to sign all
certificates, contracts, instruments, papers and documents of every conceivable
kind and character whatsoever in the name of and on behalf of the corporation
which may be authorized by the board of directors.  During the absence or
disability of the president, or while that office is vacant, the chairman of the
board of directors shall exercise all of the powers and discharge all of the
duties of the president.


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    SECTION 6.     PRESIDENT.  The president shall be elected or appointed by,
and from among the membership of, the board of directors.  During the absence or
disability of the chairman of the board, or while that office is vacant, the
president shall preside over all meetings of the board of directors, of the
shareholders and of any executive committee, and shall perform all of the duties
and functions, and when so acting shall have all powers and authority, of the
chairman of the board.  He shall be, ex officio, a member of all standing
committees.  The president shall, in general, perform all duties incident to the
office of president and such other duties as may be prescribed by the board of
directors.

    SECTION 7.     VICE PRESIDENTS.  The board of directors may elect or
appoint one or more vice presidents.  The board of directors may designate one
or more vice presidents as executive or senior vice presidents.  Unless the
board of directors shall otherwise provide by resolution duly adopted by it,
such of the vice presidents as shall have been designated executive or senior
vice presidents and are members of the board of directors in the order specified
by the board of directors (or if no vice president who is a member of the board
of directors shall have been designated as executive or senior vice president,
then such vice presidents as are members of the board of directors in the order
specified by the board of directors) shall perform the duties and exercise the
powers of the president during the absence or disability of the president.  The
vice presidents shall perform such other duties as may be delegated to them by
the board of directors, any executive committee, or the president.

    SECTION 8.     SECRETARY.  The secretary or his designee shall attend all 
meetings of the shareholders, and of the board of directors and of any 
executive committee, and shall preserve in the books of the corporation true 
minutes of the proceedings of all such meetings.  He shall safely keep in his 
custody the seal of the corporation and shall have authority to affix the 
same to all instruments where its use is required or permitted.  He shall 
give all notice required by the Act, the articles of incorporation, these 
bylaws or resolution.  He shall perform such other duties as may be delegated 
to him by the board of directors, any executive committee, or the president.

    SECTION 9.     TREASURER.  The treasurer shall have custody of all
corporate funds and securities and shall keep in books belonging to the
corporation full and accurate accounts of all receipts and disbursements; he
shall deposit all moneys, securities and other valuable effects in the name of
the corporation in such depositories as may be designated for that purpose by
the board of directors.  He shall disburse the funds of the corporation as may
be ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors
whenever requested an account of all his transactions as treasurer and of the
financial condition of the corporation.  If required by the board of directors
he shall keep in force a bond in form, amount and with a surety or sureties
satisfactory to the board of directors, conditioned for faithful performance of
the duties of his office, and for restoration to the corporation in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and property of whatever kind in his possession or under his
control belonging to the corporation.  He shall perform such other duties as may
be delegated to him by the board of directors, any executive committee, or the
president.


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    SECTION 10.    ASSISTANT SECRETARIES AND ASSISTANT TREASURERS.  The
assistant secretary or assistant secretaries, in the absence or disability of
the secretary, shall perform the duties and exercise the powers of the
secretary.  The assistant treasurer or assistant treasurers, in the absence or
disability of the treasurer, shall perform the duties and exercise the powers of
the treasurer.  Any assistant treasurer, if required by the board of directors,
shall keep in force a bond as provided in Section 9, Article V.  The assistant
secretaries and assistant treasurers, in general, shall perform such duties as
shall be assigned to them by the secretary or by the treasurer, respectively, or
by the board of directors, any executive committee, or the president.

    SECTION 11.    DELEGATION OF AUTHORITY AND DUTIES BY BOARD OF DIRECTORS.
All officers, employees and agents shall, in addition to the authority
conferred, or duties imposed, on them by these bylaws, have such authority and
perform such duties in the management of the corporation as may be determined by
resolution of the board of directors not inconsistent with these bylaws.


                             ARTICLE VI.  INDEMNIFICATION

    SECTION 1.     THIRD PARTY ACTIONS.  The corporation shall indemnify a 
person who was or is a party or is threatened to be made a party to a 
threatened, pending or completed action, suit or proceeding, whether civil, 
criminal, administrative or investigative and whether formal or informal 
(other than an action by or in the right of the corporation) by reason of the 
fact that he is or was a director, officer, employee or agent of the 
corporation, or is or was serving at the request of the corporation as a 
director, officer, partner, trustee, employee or agent of another foreign or 
domestic corporation, partnership, joint venture, trust or other enterprise, 
whether for profit or not, against expenses (including attorneys' fees), 
judgments, penalties, fines and amounts paid in settlement actually and 
reasonably incurred by him in connection with the action, suit or proceeding 
if he acted in good faith and in a manner he reasonably believed to be in or 
not opposed to the best interests of the corporation or its shareholders, and 
with respect to a criminal action or proceeding, if such person had no 
reasonable cause to believe his conduct was unlawful.  The termination of any 
action, suit or proceeding by judgment, order, settlement, conviction, or 
upon a plea of NOLO CONTENDERE or its equivalent, shall not, of itself, 
create a presumption that the person did not act in good faith and in a 
manner which he reasonably believed to be in or not opposed to the best 
interests of the corporation or its shareholders, and, with respect to any 
criminal action or proceeding, had reasonable cause to believe that his 
conduct was unlawful.

    SECTION 2.     ACTIONS IN THE RIGHT OF THE CORPORATION.  The corporation
shall indemnify a person who was or is a party to or is threatened to be made a
party to a threatened, pending or completed action or suit by or in the right of
the corporation to procure a judgment in its favor by reason of the fact that he
is or was a director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director, officer, partner,
trustee, employee or agent of another foreign or domestic corporation,
partnership, joint venture, trust or other enterprise, whether for profit or
not, against expenses (including actual and reasonable attorneys' fees) and
amounts paid in settlement incurred by him


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<PAGE>
in connection with the action or suit if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
corporation or its shareholders.  However, indemnification shall not be made for
a claim, issue or matter as to which such person has been found liable to the
corporation unless and only to the extent that the court in which the action or
suit was brought has determined upon application that, despite the adjudication
of liability but in view of all circumstances of the case, such person is fairly
and reasonably entitled to indemnification for the expenses which the court
considers proper.

    SECTION 3.     MANDATORY AND PERMISSIVE PAYMENTS.

    (a)  To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Sections 1 or 2 of this Article VI, or
in defense of any claim, issue or matter in the action, suit or proceeding, he
shall be indemnified against expenses (including actual and reasonable
attorneys' fees) incurred by him in connection with the action, suit or
proceeding and an action, suit, or proceeding brought to enforce the mandatory
indemnification provided hereby.

    (b)  Any indemnification under Sections 1 or 2 of this Article VI, unless 
ordered by a court, shall be made by the corporation only as authorized in 
the specific case upon a determination that indemnification of the director, 
officer, employee or agent is proper in the circumstances because he has met 
the applicable standard of conduct set forth in Sections 1 and 2 of this 
Article VI.  Such determination shall be made in any of the following ways:

    (1)  By a majority vote of a quorum of the board consisting of directors
         who were not parties to the action, suit or proceeding.

    (2)  If such quorum is not obtainable, then by a majority vote of a
         committee of directors who are not parties to the action, suit or 
         proceeding.  The committee shall consist of not less than 2 
         disinterested directors.

    (3)  By independent legal counsel in a written opinion.

    (4)  By the shareholders.

    (c)  If a person is entitled to indemnification under Sections 1 or 2 of
this Article VI for a portion of expenses, including attorneys' fees, judgments,
penalties, fines, and amounts paid in settlement, but not for the total amount
thereof, the corporation may indemnify the person for the portion of the
expenses, judgments, penalties, fines, or amounts paid in settlement for which
the person is entitled to be indemnified.

    SECTION 4.     EXPENSE ADVANCES.  Expenses incurred in defending a civil or
criminal action, suit or proceeding described in Sections 1 or 2 of this Article
VI may be paid by the corporation in advance of the final disposition of the
action, suit or proceeding upon receipt of an undertaking by or on behalf of the
director, officer, employee or agent to repay the expenses if it is ultimately
determined that he is not entitled to be indemnified by the corporation.  The
undertaking shall be by unlimited general obligation of the person on whose
behalf advances are made but need not be secured.


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<PAGE>
    SECTION 5.     VALIDITY OF PROVISIONS.  A provision made to indemnify
directors or officers of any action, suit or proceeding referred to in Sections
1 or 2 of this Article VI whether contained in the articles of incorporation,
these bylaws, a resolution of shareholders or directors, an agreement or
otherwise, shall be invalid only insofar as it is in conflict with Sections 1 to
5 of this Article VI.  The indemnification provided in Sections 1 to 5 of this
Article VI continues as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such person.

    SECTION 6.     INSURANCE.  The corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
him and incurred by him in any such capacity or arising out of his status as
such, whether or not the corporation would have power to indemnify him again
such liability under Sections 1 to 5 of this Article VI.

    SECTION 7.     DEFINITIONS.  For the purposes of this Article VI:
References to the corporation includes all constituent corporations absorbed in
a consolidation or merger and the resulting or surviving corporation, so that a
person who is or was a director, officer, employee or agent of the constituent
corporation, or is or was serving at the request of the constituent corporation
as a director, officer, partner, trustee, employee or agent of another foreign
or domestic corporation, partnership, joint venture, trust or other enterprise,
whether for profit or not, shall stand in the same position under the provisions
of this Article VI with respect to the resulting or surviving corporation as he
would if he had served the resulting or surviving corporation in the same
capacity.  References to "other enterprises" shall include employee benefit
plans; "fines" shall include any excise taxes assessed on a person with respect
to an employee benefit plan; and "serving at the request of the corporation"
shall include any service as a director, officer, employee, or agent of the
corporation which imposes duties on, or involves services by, the director,
officer, employee, or agent with respect to an employee benefit plan, its
participants or beneficiaries; and a person who acted in good faith and in a
manner he or she reasonably believed to be in the interest of the participants
and beneficiaries of an employee benefit plan shall be considered to have acted
in a manner "not opposed to the best interests of the corporation or its
shareholders" as referred to in Sections 1 and 2 of this Article VI.

    SECTION 8.     NONEXCLUSIVITY.  The indemnification or advancement of
expenses provided under this Article VI is not exclusive of other rights to
which a person seeking indemnification or advancement of expenses may be
entitled under the corporation's articles of incorporation or a contractual
agreement.  However, the total amount of expenses advanced or indemnified from
all sources combined shall not exceed the amount of actual expenses incurred by
the person seeking indemnification or advancement of expenses.


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<PAGE>
                          ARTICLE VII.  STOCK AND TRANSFERS

    SECTION 1.     SHARE CERTIFICATES:  REQUIRED SIGNATURES.  The shares of
capital stock of the corporation may be represented by certificates signed by
the chairman of the board of directors, vice chairman of the board of directors,
president or a vice president and by the treasurer, assistant treasurer,
secretary or assistant secretary of the corporation, and may be sealed with the
seal of the corporation or a facsimile thereof.  The signatures of the officers
may be facsimiles if the certificate is countersigned by a transfer agent or
registered by a registrar other than the corporation itself or its employee.  In
case an officer who has signed or whose facsimile signature has been placed upon
a certificate ceases to be such officer before the certificate is issued, it may
be issued by the corporation with the same effect as if he were such officer at
the date of issue.

If the board authorizes the issuance of some or all of the shares without
certificates, the authorization will not affect shares already represented by
certificates.  Within a reasonable time after the issuance or transfer of shares
without certificates, the corporation shall send the shareholder a written
statement of the information identical to that required on certificates by
section 332.

    SECTION 2.     SHARE CERTIFICATES:  REQUIRED PROVISIONS.  A certificate
representing shares of capital stock of the corporation shall state upon its
face:

    (a)  That the corporation is formed under the laws of this state.

    (b)  The name of the person to whom issued.

    (c)  The number and class of shares, and the designation of the series, if
         any, which the certificate represents.

    (d)  The par value of each share represented by the certificate, or a
         statement that the shares are without par value.

A certificate representing shares issued by a corporation which is authorized to
issue shares of more than one class shall set forth on its face or back or state
that the corporation will furnish to a shareholder upon request and without
charge a full statement of the designation, relative rights, preferences and
limitations of the shares of each class authorized to be issued, and if the
corporation is authorized to issue any class of shares in series, the
designation, relative rights, preferences and limitations of each series so far
as the same have been prescribed and the authority of the board to designate and
prescribe the relative rights, preferences and limitations of other series.


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<PAGE>
    SECTION 3.     REPLACEMENT OF LOST OR DESTROYED SHARE CERTIFICATES.  The
corporation may issue a new certificate for shares or fractional shares in place
of a certificate theretofore issued by it, alleged to have been lost or
destroyed, and the board of directors may require the owner of the lost or
destroyed certificate, or his legal representative, to give the corporation a
bond or other security sufficient to indemnify the corporation against any claim
that may be made against it on account of the alleged lost or destroyed
certificate or the issuance of such new certificate.

    SECTION 4.     REGISTERED SHAREHOLDERS.  The corporation shall have the
right to treat the registered holder of any share of capital stock as the
absolute owner thereof, and shall not be bound to recognize any equitable or
other claim to, or interest in, such share of capital stock on the part of any
other person, whether or not the corporation shall have express or other notice
thereof, except as may be otherwise provided by applicable law.

    SECTION 5.     TRANSFER AGENT AND REGISTRAR.  The board of directors may
appoint a transfer agent and a registrar for the registration of transfers of
its securities.

    SECTION 6.     REGULATIONS.  The board of directors shall have power and
authority to make all such rules and regulations as the board shall deem
expedient regulating the issue, transfer and registration of certificates for
shares of capital stock of this corporation.


                          ARTICLE VIII.  GENERAL PROVISIONS

    SECTION 1.     DIVIDENDS OR OTHER DISTRIBUTIONS IN CASH OR PROPERTY.  By
action of the board of directors, the corporation may declare and pay dividends
or make other distributions in cash, bonds or property, including the shares or
bonds of other corporations, on its outstanding shares of capital stock, except
when currently the corporation is insolvent or would thereby be made insolvent,
or when the declaration, payment or distribution would be contrary to any
restriction contained in the articles of incorporation.  Dividends may be
declared or paid and other distributions may be made out of surplus only.  A
dividend paid or any other distribution made, in any part, from sources other
than earned surplus, shall be accompanied by a written notice (a) disclosing the
amounts by which the dividend or distribution affects stated capital, capital
surplus and earned surplus, or (b) if such amounts are not determinable at the
time of the notice, disclosing the approximate effect of the dividend or
distribution upon stated capital, capital surplus and earned surplus and stating
that the amounts are not yet determinable.

    SECTION 2.     RESERVES.  The board of directors shall have power and
authority to set apart, out of any funds available for dividends, such reserve
or reserves, for any proper purpose, as the board in its discretion shall
approve, and the board shall have the power and authority to abolish any reserve
created by the board.


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<PAGE>
    SECTION 3.     VOTING SECURITIES.  Unless otherwise directed by the board,
the chairman of the board or president, or in the case of their absence or
inability to act, the vice presidents, in order of their seniority, shall have
full power and authority on behalf of the corporation to attend and to act and
to vote, or to execute in the name or on behalf of the corporation a consent in
writing in lieu of a meeting of shareholders or a proxy authorizing an agent or
attorney-in-fact for the corporation to attend and vote at any meetings of
security holders of corporations in which the corporation may hold securities,
and at such meetings he or his duly authorized agent or attorney-in-fact shall
possess and may exercise any and all rights and powers incident to the ownership
of such securities and which, as the owner thereof, the corporation might have
possessed and exercised if present.  The board by resolution from time to time
may confer like power upon any other person or persons.

    SECTION 4.     CHECKS.  All checks, drafts and orders for the payment of
money shall be signed in the name of the corporation in such manner and by such
officer or officers or such other person or persons as the board of directors
shall from time to time designate for that purpose.

    SECTION 5.     CONTRACTS, CONVEYANCES, ETC.  When the execution of any
contract, conveyance or other instrument has been authorized without
specification of the executing officers, the chairman of the board, president or
any vice president, and the secretary or assistant secretary, may execute the
same in the name and on behalf of this corporation and may affix the corporate
seal thereto.  The board of directors shall have power to designate the officers
and agents who shall have authority to execute any instrument in behalf of this
corporation.

    SECTION 6.     CORPORATE BOOKS AND RECORDS.  The corporation shall keep
books and records of account and minutes of the proceedings of its shareholders,
board of directors and executive committees, if any.  The books, records and
minutes may be kept outside this state.  The corporation shall keep at its
registered office, or at the office of its transfer agent within or without this
state, records containing the names and addresses of all shareholders, the
number, class and series of shares of capital stock held by each and the dates
when they respectively became holders of record thereof.  Any of such books,
records or minutes may be in written form or in any other form capable of being
converted into written form within a reasonable time.  The corporation shall
convert into written form without charge any such record not in such form, upon
written request of a person entitled to inspect them.

    SECTION 7.     FISCAL YEAR.  The fiscal year of the corporation shall be
fixed by resolution of the board of directors.

    SECTION 8.     SEAL.  If the corporation has a corporate seal, it shall
have inscribed thereon the name of the corporation and the words "Corporate
Seal" and "Michigan".  The seal may be used by causing it or a facsimile to be
affixed, impressed or reproduced in any other manner.


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<PAGE>

                               ARTICLE IX.   AMENDMENTS

    SECTION 1.     The board of directors may amend or repeal the bylaws or
adopt new bylaws, except as otherwise provided in the articles of incorporation.
Such action may be taken by written consent or at any meeting of the board of
directors; provided that if notice of any such meeting is required by these
bylaws, the notice of the meeting shall contain notice of the proposed
amendment, repeal or new bylaw.  Any bylaw hereafter made by the shareholders
shall not be altered or repealed by the board without the affirmative vote of
the holders of a majority of the outstanding shares of capital stock of the
corporation entitled to vote.


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