AMENDED AND RESTATED
                                 CODE OF BY-LAWS
                                       OF
                               FINISHMASTER, INC.


                                    ARTICLE I
                                     Offices

         Section 1.  Principal  Office.  The  principal  office (the  "Principal
Office") of FinishMaster, Inc. (the "Corporation") shall be at 4259 40th Street,
S.E.,  Kentwood,  Michigan,  or such  other  place  as shall  be  determined  by
resolution of the Board of Directors of the Corporation (the "Board").

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


                                   ARTICLE II
                              Shareholder Meetings

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

         Section 2 Annual Meeting.  The annual meeting of the Shareholders  (the
"Annual  Meeting")  shall be held each year within 120 days after the end of the
Corporation's  fiscal  year,  for  the  purpose  of  electing  directors  of the
Corporation  ("Directors") and for the transaction of such other business as may
legally  come before the Annual  Meeting.  If for any reason the Annual  Meeting
shall not be held within the time herein  provided,  the same may be held at any
time thereafter,  or the business to be transacted at such Annual Meeting may be
transacted  at any special  meeting of the  Shareholders  (a "Special  Meeting")
called for that purpose.

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

         Section 4.  Special  Meetings.  Special  Meetings,  for any  purpose or
purposes  (unless  otherwise  prescribed  by  law),  may be  called  by only the
Chairman of the Board of Directors (the "Chairman"),  or by the Board,  pursuant
to a  resolution  adopted by a majority of the total  number of Directors of the
Corporation,  to vote on the business  proposed to be  transacted  thereat.  All
requests


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for  Special  Meetings  shall state the  purpose or  purposes  thereof,  and the
business  transacted  at such Special  Meeting shall be confined to the purposes
stated in the call and matters germane thereto.

         Section 5. Notice of Special Meetings. Written or printed notice of all
Special Meetings, stating the date, time, place and purpose or purposes thereof,
shall be delivered or mailed by the Secretary or the Chairman,  the President or
any Vice  President  calling the Special  Meeting to each  Shareholder of record
entitled to notice of such  Special  Meeting,  at such address as appears on the
records of the Corporation, at least ten and not more than sixty days before the
date of such Special Meeting.

         Section  6.  Waiver  of  Notice of  Meetings.  Notice of any  Annual or
Special  Meeting (a  "Meeting")  may be waived in  writing  by any  Shareholder,
before  or  after  the  date and time of the  Meeting  specified  in the  notice
thereof,  by a written waiver  delivered to the Corporation for inclusion in the
minutes or filing with the corporate records. A Shareholder's  attendance at any
Meeting in person or by proxy  shall  constitute  a waiver of (a) notice of such
Meeting,  unless the  Shareholder at the beginning of the Meeting objects to the
holding of or the transaction of business at the Meeting,  and (b) consideration
at such  Meeting of any  business  that is not within  the  purpose or  purposes
described in the Meeting notice,  unless the Shareholder  objects to considering
the matter when it is presented.

         Section 7.  Quorum.  At any  Meeting,  the holders of a majority of the
voting  power  of all  shares  of the  Corporation  (the  "Shares")  issued  and
outstanding  and entitled to vote at such Meeting,  represented  in person or by
proxy,  shall  constitute  a quorum for the  election  of  Directors  or for the
transaction of other business, unless otherwise provided by law, the Articles of
Incorporation of the Corporation, as the same may, from time to time, be amended
(the "Articles")) or this Code of ByLaws, as the same may, from time to time, be
amended  (these  "By-Laws").  If,  however,  a quorum  shall not be  present  or
represented at any Meeting, the Shareholders  entitled to vote thereat,  present
in person or represented by proxy,  shall have power to adjourn the Meeting from
time to time, without notice other than announcement at the Meeting of the date,
time and  place  of the  adjourned  Meeting,  unless  the date of the  adjourned
Meeting  requires  that the Board fix a new  record  date  (the  "Record  Date")
therefor,  in which case notice of the adjourned Meeting shall be given. At such
adjourned Meeting, if a quorum shall be present or represented, any business may
be  transacted  that might have been  transacted  at the  Meeting as  originally
scheduled.

         Section 8. Voting. At each Meeting,  every Shareholder entitled to vote
shall  have one vote for each  Share  standing  in his name on the  books of the
Corporation as of the Record Date fixed by the Board for such Meeting, except as
otherwise  provided  by law or the  Articles,  and except that no Share shall be
voted at any Meeting  upon which any portion of the  consideration  required for
the initial issuance thereof remains unpaid.  Voting for Directors and, upon the
demand of any Shareholder,  voting upon any question  properly before a Meeting,
shall be by ballot.  A plurality  vote shall be necessary to elect any Director,
and on all other  matters,  the action or a question  shall be  approved  if the
number of votes  cast  thereon in favor of the action or  question  exceeds  the
number of votes  cast  opposing  the  action or  question,  except as  otherwise
provided by law or the Articles.

                                       -2-

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

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

         Section 11. Notice of Shareholder Business. At an Annual Meeting of the
Shareholders,  only such business shall be conducted as shall have been properly
brought before the Meeting.  To be properly  brought  before an Annual  Meeting,
business  must be (a)  specified  in the  notice of Meeting  (or any  supplement
thereto)  given by or at the  direction  of the Board,  (b)  otherwise  properly
brought before the Meeting by or at the direction of the Board, or (c) otherwise
properly  brought  before  the  Meeting by a  Shareholder.  For  business  to be
properly brought before an Annual Meeting by a Shareholder, the Shareholder must
have the legal right and authority to make the Proposal for consideration at the
Meeting and the Shareholder  must have given timely notice thereof in writing to
the Secretary of the Corporation.  To be timely, a Shareholder's  notice must be
delivered to or mailed and received at the  principal  executive  offices of the
Corporation,  not less than 120 days prior to the  Meeting;  provided,  however,
that in the event that less than 130 days' notice or prior public  disclosure of
the date of the Meeting is given or made to Shareholders (which notice or public
disclosure  shall  include  the date of the Annual  Meeting  specified  in these
By-Laws,  if such  By-Laws  have been filed  with the  Securities  and  Exchange
Commission  and if the  Annual  Meeting  is held on such  date),  notice  by the
Shareholder  to be  timely  must be so  received  not  later  than the  close of
business on the 10th day  following  the day on which such notice of the date of
the  Annual   Meeting  was  mailed  or  such  public   disclosure  was  made.  A
Shareholder's  notice to the  Secretary  shall set forth as to each  matter  the
Shareholder  proposes to bring before the Annual Meeting (a) 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,  (b) the name and record
address of the Shareholders proposing such business, (c) the class and number of
shares of the Corporation which are beneficially  owned by the Shareholder,  and
(d) 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

                                       -3-

<PAGE>



Annual  Meeting  except  in  accordance  with the  procedures  set forth in this
Section  11. The  Chairman of an Annual  Meeting  shall,  if the facts  warrant,
determine  and declare to the Meeting that  business  was not  properly  brought
before the Meeting and in accordance with the provisions of this Section 11, and
if he should so  determine,  he shall so  declare  to the  Meeting  and any such
business not properly brought before the Meeting shall not be transacted. At any
Special  Meeting of the  Shareholders,  only such business shall be conducted as
shall have been brought  before the Meeting by or at the  direction of the Board
of Directors.

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


                                       -4-

<PAGE>



                                   ARTICLE IV
                               Board of Directors

         Section 1. Number. The business and affairs of the Corporation shall be
managed  by a Board  of not  less  than  two  (2) nor  more  than  fifteen  (15)
Directors,  as may be  specified  from time to time by  resolution  adopted by a
majority of the total number of the Corporation's  Directors (the "Full Board").
If and  whenever  the  Board  of  Directors  has not  specified  the  number  of
Directors, the number shall be seven (7).

         Section 2.  Removal and  Vacancies.  (a) Any  Director  may be removed,
either with or without cause, at any meeting of the Shareholders called for that
purpose if the meeting  notice states that the purpose or one of the purposes of
the meeting is removal of the Director and if the number of votes cast to remove
the Director exceeds the number of votes cast not to remove the Director. If the
notice so  provides,  the  vacancy  caused by the  removal  may be filled at the
meeting by vote of the holders of a majority of the  outstanding  shares present
and entitled to vote for the election of Directors.

         (b) Any vacancy  occurring in the Board,  including a vacancy resulting
from an increase in the number of Directors,  may be filled by the Board,  or if
the Directors  remaining in office  constitute fewer than a quorum of the Board,
they may fill the  vacancy  by the  affirmative  vote of a  majority  of all the
Directors  remaining in office.  Each Director so chosen shall hold office until
the  expiration of the term of the Director,  if any, whom he has been chosen to
succeed,  or, if none,  until the expiration of the term designated by the Board
for the directorship to which he has been elected, or until his earlier removal,
resignation, death, or other incapacity.

         Section 3.  Powers and  Duties.  In  addition  to the powers and duties
expressly conferred upon it by law, the Articles or these By-Laws, the Board may
exercise  all such  powers of the  Corporation  and do all such  lawful acts and
things as are not  inconsistent  with the law,  the  Articles or these  By-Laws.
Without limiting the generality of the foregoing, the Board is authorized to fix
the  compensation  of  Directors  for  attendance  at  meetings of the Board and
additional compensation for additional services any Director may perform for the
Corporation.

         Section 4. Annual Board  Meeting.  Unless  otherwise  determined by the
Board, the Board shall meet each year immediately  after the Annual Meeting,  at
the place  where such  Meeting has been held,  for the purpose of  organization,
election of Officers of the Corporation  (the  "Officers") and  consideration of
any other  business that may properly be brought  before such annual  meeting of
the Board (the "Annual  Board  Meeting").  No notice shall be necessary  for the
holding of the Annual Board Meeting.  If the Annual Board Meeting is not held as
above  provided,  the  election of Officers may be held at any  subsequent  duly
constituted meeting of the Board (a "Board Meeting").

         Section  5.  Regular  Board  Meetings.  Regular  meetings  of the Board
("Regular Board Meetings") may be held at stated times or from time to time, and
at such place,  either within or without the State of Indiana,  as the Board may
determine, without call and without notice.

                                       -5-

<PAGE>



         Section  6.  Special  Board  Meetings.  Special  meetings  of the Board
("Special  Board  Meetings") may be called at any time or from time to time, and
shall be  called  on the  written  request  of at least  two  Directors,  by the
Chairman or the President,  by causing the Secretary or any Assistant  Secretary
to give to each Director,  either personally or by mail,  telephone,  telegraph,
teletype  or other  form of wire or  wireless  communication  at least two days'
notice of the date, time and place of such Meeting. Special Board Meetings shall
be held at the  Principal  Office or at such other place,  within or without the
State of Indiana,  as shall be specified in the respective notices or waivers of
notice thereof.

         Section 7. Waiver of Notice and Assent.  A Director may waive notice of
any Board Meeting  before or after the date and time of the Board Meeting stated
in the  notice by a written  waiver  signed by the  Director  and filed with the
minutes or corporate records.  A Director's  attendance at or participation in a
Board Meeting shall  constitute a waiver of notice of such Meeting and assent to
any  corporate  action  taken at such  Meeting,  unless (a) the  Director at the
beginning of such Meeting (or promptly  upon his arrival)  objects to holding of
or  transacting  business  at the Meeting  and does not  thereafter  vote for or
assent to action taken at the Meeting;  (b) the Director's dissent or abstention
from the  action  taken is entered in the  minutes of such  Meeting;  or (c) the
Director  delivers  written notice of his dissent or abstention to the presiding
Director at such Meeting before its adjournment, or to the Secretary immediately
after its adjournment.  The right of dissent or abstention is not available to a
Director who votes in favor of the action taken.

         Section 8. Quorum. At all Board Meetings,  a majority of the Full Board
shall be necessary to constitute a quorum for the  transaction  of any business,
except (a) that for the purpose of filling of vacancies, a majority of Directors
then in office  shall  constitute  a quorum,  and (b) that a lesser  number  may
adjourn  the Meeting  from time to time until a quorum is present.  The act of a
majority of the Board present at a Meeting at which a quorum is present shall be
the act of the Board, unless the act of a greater number is required by law, the
Articles or these By-Laws.

         Section 9. Audit,  Compensation,  Executive and Other Committees of the
Board.  The Corporation  shall have the following  standing  committees:  (a) an
Audit Committee  comprised of two or more  Directors,  which shall recommend the
annual  employment of the  Corporation's  auditors with whom the Audit Committee
will review the scope of audit and  non-audit  assignments,  related  fees,  the
accounting  principles used by the Corporation in financial reporting,  internal
financial auditing  procedures and the adequacies of the Corporation's  internal
control  procedures;  (b) a  Compensation  Committee  comprised  of two or  more
Directors,  which shall  determine  executive  officer  salaries and bonuses and
administer the Corporation's  stock option plan; and (c) an Executive  Committee
comprised  of two or more  Directors,  which  shall,  in  addition to such other
duties as may be  prescribed  from time to time by the Board,  exercise,  during
intervals  between the meetings of the Board,  all powers invested in the Board,
subject to applicable legal  requirements.  The Board may, by resolution adopted
by such  majority,  also  designate  other regular or special  committees of the
Board  ("Committees"),  in each case  comprised of one (1) or more Directors and
having such powers and exercising such duties as shall be provided by resolution
of the Board.


                                       -6-

<PAGE>



         Section 10. Resignations. Any Director may resign at any time by giving
written notice to the Board, the Chairman,  the President or the Secretary.  Any
such resignation shall take effect when delivered, unless the notice specifies a
later effective date. Unless otherwise  specified in the notice,  the acceptance
of such resignation shall not be necessary to make it effective.


                                    ARTICLE V
                                    Officers

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

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

         Section 3.  Vacancies;  Removal.  Any vacancy among the Officers may be
filled for the  unexpired  term by the Board.  Any Officer may be removed at any
time by the affirmative vote of a majority of the Full Board.

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

         Section 5.  Chairman  of the Board.  The  Chairman  of the Board  shall
preside over meetings of the Board of Directors and of the  Shareholders  of the
Corporation, discharge all the usual functions of the chief executive officer of
a  corporation,  and perform  such other  duties as the Board of  Directors  may
designate  from time to time.  The  Chairman  of the Board  shall be, and may be
referred to as, the Corporation's "Chief Executive Officer." The Chairman of the
Board need not be an employee of the Corporation.

         Section 6. President. The President shall be a Director and, subject to
the control of the Board, shall be, and may be referred to as, the Corporation's
"Chief  Operating  Officer,"  shall have general charge of and  supervision  and
authority over the business and affairs of the Corporation,  and shall have such
other  powers  and  perform  such  other  duties  as are  incident  to the usual
functions of

                                       -7-

<PAGE>



a chief operating  officer of a corporation and as may be assigned to him by the
Board.  In the  case of the  absence  or  disability  of the  Chairman  or if no
Chairman shall be elected or appointed by the Board, the President shall preside
at all Shareholder Meetings and Board Meetings.

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

         Section 8. Secretary.  The Secretary shall have the custody and care of
the  records,  minutes and the Stock Book of the  Corporation;  shall attend all
Shareholder Meetings and Board Meetings, and duly record and keep the minutes of
their proceedings in a book or books to be kept for that purpose;  shall give or
cause to be given notice of all  Shareholder  Meetings and Board  Meetings  when
such  notice  shall be  required;  shall file and take  charge of all papers and
documents  belonging  to the  Corporation;  and shall have such other powers and
perform  such  other  duties as are  incident  to the office of  secretary  of a
business  corporation,  subject at all times to the direction and control of the
Board, the Chairman and the President.

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

         Section  10.  Treasurer.  The  Treasurer  shall have  control  over all
records of the Corporation  pertaining to moneys and securities belonging to the
Corporation;  shall have  charge of, and be  responsible  for,  the  collection,
receipt,  custody and disbursements of funds of the Corporation;  shall have the
custody of all  securities  belonging  to the  Corporation;  shall keep full and
accurate  accounts of  receipts  and  disbursements  in books  belonging  to the
Corporation;  and shall disburse the funds of the  Corporation as may be ordered
by the  Board,  taking  proper  receipts  or  making  proper  vouchers  for such
disbursements  and  preserving  the same at all times during his term of office.
When  necessary or proper,  he shall  endorse on behalf of the  Corporation  all
checks, notes or other obligations payable to the Corporation or coming into his
possession  for or on behalf of the  Corporation,  and shall  deposit  the funds
arising  therefrom,  together  with all other funds and valuable  effects of the
Corporation  coming  into his  possession,  in the name  and the  credit  of the
Corporation in such depositories as the Board from time to time shall direct, or
in the absence of such action by

                                       -8-

<PAGE>



the Board,  as may be  determined  by the  Chairman,  the  President or any Vice
President. If the Board has not elected a Controller or an Assistant Controller,
or in the absence or disability of the Controller and each Assistant  Controller
or if, for any reason,  a vacancy shall occur in such offices,  then during such
period the  Treasurer  shall  have,  exercise  and perform all of the powers and
duties of the  Controller.  The Treasurer  shall also have such other powers and
perform  such  other  duties as are  incident  to the office of  treasurer  of a
business  corporation,  subject at all times to the direction and control of the
Board, the Chairman and the President.

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

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

         Section 12.  Controller.  The Controller shall have direct control over
all  accounting  records of the  Corporation  pertaining to moneys,  properties,
materials and supplies,  including the bookkeeping  and accounting  departments;
shall  have  direct  supervision  over  the  accounting  records  in  all  other
departments  pertaining to moneys,  properties,  materials  and supplies;  shall
render to the President and the Board, at Regular Board Meetings or whenever the
same shall be required,  an account of all his transactions as Controller and of
the financial condition of the Corporation; and shall have such other powers and
perform  such other  duties as are  incident to the office of  comptroller  of a
business  corporation,  subject at all times to the direction and control of the
Board and the President.

         Section 13. Assistant  Controllers.  Each of the Assistant  Controllers
shall assist the Controller in his duties,  and shall have such other powers and
perform such other duties as may be prescribed for him by the Board or delegated
to him by the Chairman or the  President.  In case of the  absence,  disability,
death,  resignation  or removal  from office of the  Controller,  his powers and
duties  shall,  for the time  being,  devolve  upon  such  one of the  Assistant
Controllers  as the Board,  the Chairman,  the President or the  Controller  may
designate, or, if there be but one Assistant Controller,

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<PAGE>



then upon such Assistant Controller; and he shall thereupon, during such period,
exercise and perform all the powers and duties of the Controller,  except as may
be otherwise provided by the Board.


                                   ARTICLE VI
                             Certificates for Shares

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

         Section 2. Record of Certificates. Shares shall be entered in the Stock
Book as they are  issued,  and shall be  transferable  on the Stock  Book by the
holder thereof in person, or by his attorney duly authorized thereto in writing,
upon the surrender of the outstanding Certificate therefor properly endorsed.

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

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



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                                   ARTICLE VII
                           Corporate Books and Records

         Section 1. Places of Keeping.  Except as otherwise provided by law, the
Articles or these By-Laws,  the books and records of the Corporation may be kept
at such place or places,  within or without the State of  Indiana,  as the Board
may  from  time to time by  resolution  determine  or,  in the  absence  of such
determination  by the  Board,  as shall be  determined  by the  Chairman  or the
President.

         Section 2. Stock  Book.  The  Corporation  shall keep at the  Principal
Office  the  original  Stock  Book or a  duplicate  thereof,  or,  in  case  the
Corporation  employs a stock  registrar or transfer  agent within or without the
State of Indiana,  another  record of the  Shareholders  in a form that  permits
preparation  of a list of the names and  addresses of all the  Shareholders,  in
alphabetical  order by class of Shares,  stating  the number and class of Shares
held by each Shareholder (the "Record of Shareholders").

         Section 3.  Inspection of Corporate  Records.  Any  Shareholder (or the
Shareholder's  agent or attorney  authorized  in  writing)  shall be entitled to
inspect and copy at his  expense,  after  giving the  Corporation  at least five
business  days' written  notice of his demand to do so, the following  corporate
records:  (1) the Articles;  (2) these By-Laws;  (3) minutes of all  Shareholder
Meetings and records of all actions taken by the Shareholders  without a meeting
(collectively,  "Shareholders  Minutes")  for the  prior  three  years;  (4) all
written  communications  by the  Corporation to the  Shareholders  including the
financial  statements  furnished by the Corporation to the  Shareholders for the
prior three years; (5) a list of the names and business addresses of the current
Directors and the current Officers; and (6) the most recent Annual Report of the
Corporation as filed with the Secretary of State of Indiana. Any Shareholder (or
the  Shareholder's  agent or  attorney  authorized  in  writing)  shall  also be
entitled to inspect and copy at his  expense,  after giving the  Corporation  at
least five business  days' written  notice of his demand to do so, the following
corporate records,  if his demand is made in good faith and for a proper purpose
and  describes  with  reasonable  particularity  his  purpose and the records he
desires to inspect, and the records are directly connected with his purpose: (1)
to  the  extent  not  subject  to  inspection   under  the  previous   sentence,
Shareholders  Minutes,  excerpts from minutes of Board Meetings and of Committee
meetings, and records of any actions taken by the Board or any Committee without
a meeting;  (2) appropriate  accounting records of the Corporation;  and (3) the
Record of Shareholders.

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

                                      -11-

<PAGE>



conversion  or  exchange  of  Shares,  as the case may be,  notwithstanding  any
transfer of Shares on the Stock Book after such Record Date.

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


                                  ARTICLE VIII
                    Checks, Drafts, Deeds and Shares of Stock

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

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

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

         Section 4. Voting of Stock of Other Corporations. Subject always to the
further  orders and  directions  of the Board,  any share of stock issued by any
other  corporation  and owned or controlled by the  Corporation  (an "Investment
Share") may be voted at any  shareholders'  meeting of such other corporation by
the Chairman,  the President or a Vice President.  Whenever,  in the judgment of
the Chairman or the President,  it is desirable for the Corporation to execute a
proxy or give a shareholder's  consent in respect of any Investment  Share, such
proxy or consent shall be

                                      -12-

<PAGE>


executed in the name of the Corporation by the Chairman, the President or a Vice
President,  and, when necessary or required,  shall be attested by the Secretary
or an Assistant  Secretary  either with or without  affixing thereto the seal of
the Corporation  (if any). Any person or persons  designated in the manner above
stated as the proxy or proxies of the Corporation  shall have full right,  power
and  authority to vote an  Investment  Share the same as such  Investment  Share
might be voted by the Corporation.


                                   ARTICLE IX
                                   Fiscal Year

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


                                    ARTICLE X
                                   Amendments

         Section  1.  Amendments.  These  By-Laws  may be  altered,  amended  or
repealed,  in whole or in part,  and new By-Laws  may be  adopted,  at any Board
Meeting by the affirmative vote of a majority of the Full Board.




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