<PAGE>   1
                                  EXHIBIT 3(b)









--------------------------------------------------------------------------------







                       MPW INDUSTRIAL SERVICES GROUP, INC.

                              Amended and Restated
                               Code of Regulations



                                As Adopted and in
                           Effect on November 4, 1999








--------------------------------------------------------------------------------



<PAGE>   2


                       MPW INDUSTRIAL SERVICES GROUP, INC.

                              Amended and Restated
                               Code of Regulations

                                TABLE OF CONTENTS
                                -----------------



                                                                            Page
                                                                            ----

SHAREHOLDER MEETINGS...........................................................1
    1.   Time and Place of Meetings............................................1
    2.   Annual Meeting........................................................1
    3.   Special Meetings......................................................1
    4.   Notice of Meetings....................................................1
    5.   Quorum................................................................1
    6.   Voting................................................................2
    7.   Order of Business.....................................................2

DIRECTORS......................................................................4
    8.   Function..............................................................4
    9.   Number, Election and Terms of Directors...............................4
    10.  Newly Created Directorships and Vacancies.............................4
    11.  Removal...............................................................4
    12.  Nominations of Directors; Election....................................4
    13.  Resignation...........................................................5
    14.  Regular Meetings......................................................5
    15.  Special Meetings......................................................5
    16.  Quorum and Vote.......................................................5
    17.  Participation in Meetings by Communications Equipment.................6
    18.  Committees............................................................6
    19.  Compensation..........................................................6
    20.  Bylaws................................................................6

OFFICERS ......................................................................6
    21.  Generally.............................................................6
    22.  Authority and Duties of Officers......................................7
    23.  Compensation..........................................................7
    24.  Succession............................................................7

STOCK .........................................................................7
    25.  Transfer and Registration of Certificates.............................7
    26.  Substituted Certificates..............................................7
    27.  Voting Of Shares Held by the Corporation..............................7
    28.  Record Dates and Owners...............................................7

INDEMNIFICATION AND INSURANCE..................................................8
    29.  Indemnification.......................................................8





<PAGE>   3



    30.  Insurance.............................................................8
    31.  Agreements............................................................8

GENERAL........................................................................9
    32.  Fiscal Year...........................................................9
    33.  Seal..................................................................9
    34.  Amendments............................................................9






                                       ii


<PAGE>   4



                              SHAREHOLDER MEETINGS
                              --------------------


         1.    TIME AND PLACE OF MEETINGS. All meetings of the shareholders for
the election of directors or for any other purpose will be held at such time and
place, within or without the State of Ohio, as may be designated by the Board of
Directors or, in the absence of a designation by the Board of Directors, the
Chairman of the Board of Directors, if any (the "Chairman"), the President, or
the Secretary, and stated in the notice of meeting. The Board of Directors may
postpone and reschedule any previously scheduled annual or special meeting of
the shareholders.

         2.    ANNUAL MEETING. An annual meeting of the shareholders will be
held at such date and time as may be designated from time to time by the Board
of Directors, at which meeting the shareholders will elect directors to succeed
those directors whose terms expire at such meeting and will transact such other
business as may be brought properly before the meeting in accordance with
Regulation 7 herein.

         3.    SPECIAL MEETINGS. (a) Special meetings of shareholders may be
called by (i) the Chairman (ii) the President, (iii) a majority of the Board of
Directors acting with or without a meeting, or (iv) any person or persons who
hold not less than 50% of all the shares outstanding and entitled to be voted at
such meeting. Holders of shares that are entitled to call a special meeting of
shareholders by virtue of any Preferred Stock Designation may call such meetings
in the manner and for the purposes provided in the applicable terms of such
Preferred Stock Designation. For purposes of this Amended and Restated Code of
Regulations, "Preferred Stock Designation" shall have the meaning specified in
the Amended and Restated Articles of Incorporation.

         (b)   Upon written request by any person or persons entitled to call a
meeting of shareholders delivered in person or by registered mail to the
Chairman, the President or the Secretary, such officer shall forthwith cause
notice of the meeting to be given to the shareholders entitled to notice of such
meeting in accordance with Regulation 4 herein. If such notice shall not be
given within 60 days after the delivery or mailing of such request, the person
or persons requesting the meeting may fix the time of the meeting and give, or
cause to be given, notice in the manner provided in Regulation 4 herein.

         4.    NOTICE OF MEETINGS. Written notice of every meeting of the
shareholders called in accordance with this Amended and Restated Code of
Regulations, stating the time, place and purposes for which the meeting is
called, will be given by or at the direction of the President, a Vice President,
the Secretary or an Assistant Secretary (or in case of their failure to give any
required notice, the other persons entitled to give notice under Regulation 3
herein). Such notice will be given not less than seven nor more than 60 calendar
days before the date of the meeting to each shareholder of record entitled to
notice of such meeting. If such notice is mailed, it shall be addressed to the
shareholders at their respective addresses as they appear on the records of the
Corporation, and notice shall be deemed to have been given on the day so mailed.
Notice of adjournment of a meeting need not be given if the time and place to
which it is adjourned are fixed and announced at such meeting.

         5.    QUORUM. To constitute a quorum at any meeting of shareholders,
there shall be present in person or by proxy shareholders of record entitled to
exercise not less than a majority of





<PAGE>   5


the voting power of the Corporation in respect of any one of the purposes for
which the meeting is called, unless a greater or lesser number is expressly
provided for in any applicable Preferred Stock Designation. Except as may be
otherwise provided in any Preferred Stock Designation, the holders of a majority
of the voting power of the Corporation represented in person or by proxy at a
meeting of shareholders, whether or not a quorum be present, may adjourn the
meeting from time to time. For purposes of this Amended and Restated Code of
Regulations, "voting power of the Corporation" shall have the meaning specified
in the Amended and Restated Articles of Incorporation.

         6.    VOTING. Except as otherwise expressly required by law, the
Amended and Restated Articles of Incorporation or this Amended and Restated Code
of Regulations, at any meeting of shareholders at which a quorum is present, a
majority of the votes cast, whether in person or by proxy, on any matter
properly brought before such meeting in accordance with Regulation 7 herein will
be the act of the shareholders. An abstention shall not represent a vote cast.
Proxies must be in a form permitted by Ohio law and filed with the Secretary. A
shareholder may revoke any proxy that is not irrevocable by attending the
meeting and voting in person or by filing with the Secretary written notice of
revocation or a later appointment. The vote upon any question brought before a
meeting of the shareholders may be by voice vote, unless otherwise required by
law, the Amended and Restated Articles of Incorporation or this Amended and
Restated Code of Regulations or unless the presiding officer otherwise
determines.

         7.    ORDER OF BUSINESS. (a) The Chairman, or such other officer of
the Corporation designated by a majority of the total number of directors that
the Corporation would have if there were no vacancies on the Board of Directors
(such number being referred to as the "Whole Board"), will call meetings of
shareholders to order and will act as presiding officer thereof. Unless
otherwise determined by the Board of Directors prior to the meeting, the
presiding officer of the meeting of shareholders will also determine the order
of business and have the authority in his or her sole discretion to regulate the
conduct of any such meeting including, without limitation, by (i) imposing
restrictions on the persons (other than shareholders of the Corporation or their
duly appointed proxies) who may attend any such shareholders' meeting, (ii)
ascertaining whether any shareholder or his proxy may be excluded from any
meeting of shareholders based upon any determination by the presiding officer,
in his sole discretion, that any such person has unduly disrupted or is likely
to disrupt the proceedings of the meeting, (iii) determining the circumstances
in which any person may make a statement or ask questions at any meeting of
shareholders and (iv) establishing such other procedures as the presiding
officer, in his sole discretion, may deem appropriate for the orderly conduct of
business.

         (b)   At an annual meeting of the shareholders, only such business will
be conducted or considered as is properly brought before the meeting. To be
properly brought before an annual meeting, business must be (i) specified in the
notice of meeting (or any supplement thereto) given by or at the direction of
the President, a Vice President, the Secretary or an Assistant Secretary in
accordance with Regulation 4 herein, (ii) otherwise properly brought before the
meeting by the presiding officer or by or at the direction of a majority of the
Whole Board or (iii) otherwise properly requested to be brought before the
meeting by a shareholder of the Corporation in accordance with Regulation 7(c)
herein.



                                        2


<PAGE>   6



         (c)   For business to be properly requested by a shareholder to be
brought before an annual meeting, the shareholder must (i) be a shareholder of
the Corporation of record at the time of the giving of the notice for such
annual meeting provided for in this Amended and Restated Code of Regulations,
(ii) be entitled to vote at such meeting and (iii) have given timely notice
thereof in writing to the Secretary. 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 60 nor more than 90 calendar days prior to the annual
meeting; provided, however, that in the event public announcement of the date of
the annual meeting is not made at least 105 calendar days prior to the date of
the annual meeting, notice by the shareholder to be timely must be so received
not later than the close of business on the tenth calendar day following the day
on which public announcement is first made of the date of the annual meeting. A
shareholder's notice to the Secretary must set forth as to each matter the
shareholder proposes to bring before the annual meeting (A) a description in
reasonable detail 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 address, as they appear on the Corporation's books, of the
shareholder proposing such business and of the beneficial owner, if any, on
whose behalf the proposal is made, (C) the class and number of shares of the
Corporation that are owned beneficially and of record by the shareholder
proposing such business and by the beneficial owner, if any, on whose behalf the
proposal is made and (D) any material interest of such shareholder proposing
such business and the beneficial owner, if any, on whose behalf the proposal is
made in such business. Notwithstanding the foregoing provisions of this Amended
and Restated Code of Regulations, a shareholder must also comply with all
applicable requirements of the Securities Exchange Act of 1934, as amended, and
the rules and regulations thereunder with respect to the matters set forth in
this Regulation 7(c) herein. For purposes of this Regulation 7(c) and Regulation
12 herein, "public announcement" means disclosure in a press release reported by
the Dow Jones News Service, Associated Press, or comparable national news
service or in a document publicly filed by the Corporation with the Securities
and Exchange Commission pursuant to Sections 13, 14, or 15(d) of the Securities
Exchange Act of 1934, as amended, or publicly filed by the Corporation with any
national securities exchange or quotation service through which the
Corporation's stock is listed or traded, or furnished by the Corporation to its
shareholders. Nothing in this Regulation 7(c) will be deemed to affect any
rights of shareholders to request inclusion of proposals in the Corporation's
proxy statement pursuant to Rule 14a-8 under the Securities Exchange Act of
1934, as amended.

         (d)   At a special meeting of shareholders, only such business may be
conducted or considered as is properly brought before the meeting. To be
properly brought before a special meeting, business must be (i) specified in the
notice of the meeting (or any supplement thereto) given by or at the direction
of the President, a Vice President, the Secretary or an Assistant Secretary (or
in case of their failure to give any required notice, the other persons entitled
to give notice) in accordance with Regulation 4 herein or (ii) otherwise brought
before the meeting by the presiding officer or by or at the direction of a
majority of the Whole Board.

         (e)   The determination of whether any business sought to be brought
before any annual or special meeting of the shareholders is properly brought
before such meeting in accordance with this Regulation 7 will be made by the
presiding officer of such meeting. If the presiding officer determines that any
business is not properly brought before such meeting, he or she will so declare
to the meeting and any such business will not be conducted or considered.



                                       3

<PAGE>   7



                                    DIRECTORS
                                    ---------

         8.    FUNCTION. Except where the law, the Amended and Restated
Articles of Incorporation or this Amended and Restated Code of Regulations
requires action to be authorized or taken by the shareholders, all of the
authority of the Corporation shall be exercised by or under the direction of the
Board of Directors.

         9.    NUMBER, ELECTION AND TERMS OF DIRECTORS. Except as may be
provided in any Preferred Stock Designation, the size of the Board of Directors
shall be established from time to time only (i) by a vote of a majority of the
Whole Board or (ii) by the affirmative vote of the holders of at least 80% of
the voting power of the Corporation, voting together as a single class.

         10.   NEWLY CREATED DIRECTORSHIPS AND VACANCIES. Except as may be
otherwise provided in any Preferred Stock Designation, any vacancy (including
newly created directorships resulting from any increase in the number of
directors and any vacancies on the Board of Directors resulting from death,
resignation, disqualification, removal, or other cause) may be filled only (i)
by the affirmative vote of a majority of the remaining directors then in office,
even though less than a quorum of the Board of Directors, or by a sole remaining
director or (ii) by the affirmative vote of the shareholders after a vote to
increase the number of directors at a meeting called for that purpose in
accordance with this Amended and Restated Code of Regulations. Any director
elected in accordance with the preceding sentence will hold office for the
remainder of the full term of the class of directors in which the new
directorship was created or the vacancy occurred and until such director's
successor has been elected.

         11.   REMOVAL. Except as may be otherwise provided in any Preferred
Stock Designation, directors may not be removed from the Board of Directors by
the shareholders or otherwise.

         12.   NOMINATIONS OF DIRECTORS; ELECTION. (a) Except as may be
otherwise provided in any Preferred Stock Designation, only persons who are
nominated in accordance with this Regulation 12 will be eligible for election at
a meeting of shareholders to be members of the Board of Directors.

         (b)   Nominations of persons for election as directors of the
Corporation may be made only at an annual meeting of shareholders (i) by or at
the direction of the Board of Directors or a committee thereof or (ii) by any
shareholder who is a shareholder of record at the time of giving of notice
provided for in this Regulation 12, who is entitled to vote for the election of
directors at such meeting, and who complies with the procedures set forth in
this Regulation 12. All nominations by shareholders must be made pursuant to
timely notice in proper written form to the Secretary.

         (c)   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 60 nor more than 90 calendar days prior to the annual meeting of
shareholders; provided, however, that in the event that public announcement of
the date of the annual meeting is not made at least 105 calendar days prior to
the date of the annual meeting, notice by the shareholder to be timely must be
so received not later than the close of business on the tenth calendar day
following the day on which public announcement is first made of the date of the
annual meeting. To be in proper written form, such shareholder's notice must set
forth or include: (i) the name and address, as they appear on the Corporation's
books, of




                                        4


<PAGE>   8



the shareholder giving the notice and of the beneficial owner, if any, on whose
behalf the nomination is made; (ii) a representation that the shareholder giving
the notice is a holder of record of stock of the Corporation entitled to vote at
such annual meeting and intends to appear in person or by proxy at the annual
meeting to nominate the person or persons specified in the notice; (iii) the
class and number of shares of stock of the Corporation owned beneficially and of
record by the shareholder giving the notice and by the beneficial owner, if any,
on whose behalf the nomination is made; (iv) a description of all arrangements
or understandings between or among any of (A) the shareholder giving the notice,
(B) the beneficial owner on whose behalf the notice is given, (C) each nominee
and (D) any other person or persons (naming such person or persons) pursuant to
which the nomination or nominations are to be made by the shareholder giving the
notice; (v) such other information regarding each nominee proposed by the
shareholder giving the notice as would be required to be included in a proxy
statement filed pursuant to the proxy rules of the Securities and Exchange
Commission had the nominee been nominated, or proposed to be nominated, by the
Board of Directors; and (vi) the signed consent of each nominee to serve as a
director of the Corporation if so elected. The presiding officer of any annual
meeting may, if the facts warrant, determine that a nomination was not made in
accordance with this Regulation 12, and if he or she should so determine, he or
she will so declare to the meeting, and the defective nomination will be
disregarded. Notwithstanding the foregoing provisions of this Regulation 12, a
shareholder must also comply with all applicable requirements of the Securities
Exchange Act of 1934, as amended, and the rules and regulations thereunder with
respect to the matters set forth in this Regulation 12.

         13.   RESIGNATION. Any director may resign at any time by giving
written notice of his or her resignation to the Chairman or the Secretary. Any
resignation will be effective upon actual receipt by any such person or, if
later, as of the date and time and upon occurrence of the conditions specified
in such written notice.

         14.   REGULAR MEETINGS. Regular meetings of the Board of Directors may
be held immediately after the annual meeting of the shareholders and at such
other time and place either within or without the State of Ohio as may from time
to time be determined by a majority of the Whole Board. Notice of regular
meetings of the Board of Directors need not be given.

         15.   SPECIAL MEETINGS. Special meetings of the Board of Directors may
be called by the Chairman or the President on one day's notice to each director
by whom such notice is not waived, given either personally or by mail,
electronic mail, telephone (including voice mail), telegram, telex, facsimile,
or similar medium of communication, and will be called by the Chairman or the
President, in like manner and on like notice, on the written request of not less
than one-third of the Whole Board. Special meetings of the Board of Directors
may be held at such time and place either within or without the State of Ohio as
is determined by a majority of the Whole Board or specified in the notice of any
such meeting.

         16.   QUORUM AND VOTE. At all meetings of the Board of Directors, a
majority of the total number of directors then in office will constitute a
quorum for the transaction of business. Except for the designation of committees
as hereinafter provided and except for actions required by this Amended and
Restated Code of Regulations to be taken by a majority of the Whole Board, the
act of a majority of the directors present at any meeting at which a quorum is
present will be the act of the Board of Directors. If a quorum is not present at
any meeting of the Board of Directors, the




                                        5


<PAGE>   9



directors present thereat may adjourn the meeting from time to time to another
time or place, without notice other than announcement at the meeting, until a
quorum is present.

         17.   PARTICIPATION IN MEETINGS BY COMMUNICATIONS EQUIPMENT. Meetings
of the Board of Directors or of any committee of the Board of Directors may be
held through any means of communications equipment if all persons participating
can hear each other, and such participation will constitute presence in person
at such meeting.

         18.   COMMITTEES. The Board of Directors may from time to time create
an executive committee or any other committee or committees of directors to act
in the intervals between meetings of the Board of Directors and may delegate to
such committee or committees any of its authority other than that of filling
vacancies among the Board of Directors or in any committee of the Board of
Directors. Committees may consist of one or more directors. The Board of
Directors may appoint one or more directors as alternate members of any such
committee to take the place of absent committee members at meetings of such
committee. Unless otherwise ordered by the Board of Directors, a majority of the
members of any committee appointed by the Board of Directors pursuant to this
Regulation 18 shall constitute a quorum at any meeting thereof, and the act of a
majority of the members present at a meeting at which a quorum is present shall
be the act of such committee. Action may be taken by any such committee without
a meeting by a writing or writings signed by all of its members. Any such
committee shall prescribe its own rules for calling and holding meetings and its
own procedures, subject to any rules prescribed by the Board of Directors, and
will keep a written record of all action taken by it.

         19.   COMPENSATION. The Board of Directors may establish the
compensation and expense reimbursement policies for directors in exchange for
membership on the Board of Directors and on committees of the Board of
Directors, attendance at meetings of the Board of Directors or committees of the
Board of Directors, and for other services by directors to the Corporation or
any of its subsidiaries.

         20.   BYLAWS. The Board of Directors may adopt Bylaws for the conduct
of its meetings and those of any committees of the Board of Directors that are
not inconsistent with the Amended and Restated Articles of Incorporation or this
Amended and Restated Code of Regulations.


                                    OFFICERS
                                    --------

         21.   GENERALLY. The Corporation may have a Chairman, who shall be
elected by the directors from among their number, and shall have a President, a
Secretary and a Treasurer. The Corporation may also have one or more Vice
Presidents and such other officers and assistant officers as the Board of
Directors may deem appropriate. If the Board of Directors so desires, it may
elect a Chief Executive Officer to manage the affairs of the Corporation,
subject to the direction and control of the Board of Directors. All of the
officers shall be elected by the Board of Directors. Notwithstanding the
foregoing, by specific action, the Board of Directors may authorize the
Chairman, the Chief Executive Officer or the President to appoint any person to
any office other than Chairman, President, Secretary or Treasurer. Any number of
offices may be held by the same person, and no two offices must be held by the
same person. Any of the offices may be left vacant




                                        6


<PAGE>   10



from time to time as the Board of Directors may determine. In case of the
absence or disability of any officer of the Corporation or for any other reason
deemed sufficient by a majority of the Board of Directors, the Board of
Directors may delegate the absent or disabled officer's powers or duties to any
other officer or to any director.

         22.   AUTHORITY AND DUTIES OF OFFICERS. The officers of the Corporation
shall have such authority and shall perform such duties as are customarily
incident to their respective offices, or as may be specified from time to time
by the Board of Directors regardless of whether such authority and duties are
customarily incident to such office.

         23.   COMPENSATION. The compensation of all officers and agents of the
Corporation who are also members of the Board of Directors of the Corporation
will be fixed by the Board of Directors or by a committee of the Board of
Directors. The Board of Directors may fix, or delegate the power to fix, the
compensation of the other officers and agents of the Corporation to the Chief
Executive Officer or any other officer of the Corporation.

         24.   SUCCESSION. The officers of the Corporation will hold office
until their successors are elected. Any officer may be removed at any time by
the affirmative vote of a majority of the Whole Board. Any vacancy occurring in
any office of the Corporation may be filled by the Board of Directors or by the
Chairman or President as provided in Regulation 21.


                                      STOCK
                                      -----

         25.   TRANSFER AND REGISTRATION OF CERTIFICATES. The Board of Directors
shall have authority to make such rules and regulations as they deem expedient
concerning the issuance, transfer and registration of certificates for shares
and the shares represented thereby and may appoint transfer agents and
registrars thereof.

         26.   SUBSTITUTED CERTIFICATES. Any person claiming a certificate for
shares to have been lost, stolen or destroyed shall make an affidavit or
affirmation of that fact, shall give the Corporation and its registrar or
registrars and its transfer agent or agents a bond of indemnity satisfactory to
the Board of Directors or a committee thereof or to the Chief Executive Officer,
the President or a Vice President and the Secretary or the Treasurer, whereupon
a new certificate may be executed and delivered of the same tenor and for the
same number of shares as the one alleged to have been lost, stolen or destroyed.

         27.   VOTING OF SHARES HELD BY THE CORPORATION. Unless otherwise
ordered by the Board of Directors, the Chief Executive Officer, the President in
person or by proxy or proxies appointed by either of them shall have full power
and authority on behalf of the Corporation to vote, act and consent with respect
to any shares issued by other corporations which the Corporation may own.

         28.   RECORD DATES AND OWNERS. (a) In order that the Corporation may
determine the shareholders entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, the Board of Directors may fix a record
date, which will not be less than seven nor more than 60 calendar days before
the date of such meeting. If no record date is fixed by the Board of




                                        7


<PAGE>   11



Directors, the record date for determining shareholders entitled to notice of or
to vote at a meeting of shareholders will be the date next preceding the day on
which notice is given, or, if notice is waived, at the date next preceding the
day on which the meeting is held.

         (b)   The Corporation will be entitled to treat the person in whose
name shares are registered on the books of the Corporation as the absolute owner
thereof and will not be bound to recognize any equitable or other claim to, or
interest in, such share on the part of any other person, whether or not the
Corporation has knowledge or notice thereof, except as expressly provided by
applicable law.


                          INDEMNIFICATION AND INSURANCE
                          -----------------------------

         29.   INDEMNIFICATION. The Corporation shall indemnify, to the full
extent then permitted by law, any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that he or she is or was a member of the Board of Directors or an
officer of the Corporation, or is or was serving at the request of the
Corporation as a director, trustee, officer, employee or agent of another
corporation, partnership, limited liability company, joint venture, trust or
other enterprise. The Corporation shall pay, to the full extent then required by
law, expenses, including attorney's fees, incurred by a member of the Board of
Directors in defending any such action, suit or proceeding as they are incurred,
in advance of the final disposition thereof, and may pay, in the same manner and
to the full extent then permitted by law, such expenses incurred by any other
person. The indemnification and payment of expenses provided hereby shall not be
exclusive of, and shall be in addition to, any other rights granted to those
seeking indemnification under any law, the Amended and Restated Articles of
Incorporation, any agreement, vote of shareholders or disinterested members of
the Board of Directors, or otherwise, both as to action in official capacities
and as to action in another capacity while he or she is a member of the Board of
Directors or an officer of the Corporation, and shall continue as to a person
who has ceased to be a member of the Board of Directors or an officer of the
Corporation or as to a person who has served at the request of the Corporation
as a director, trustee, officer, employee or agent of another corporation, and
shall inure to the benefit of the heirs, executors and administrators of such
persons.

         30.   INSURANCE. The Corporation may, to the full extent then permitted
by law and authorized by the Board of Directors, purchase and maintain insurance
or furnish similar protection, including but not limited to trust funds, letters
of credit or self-insurance, on behalf of or for any persons described in
Regulation 29 herein against any liability asserted against and incurred by any
such person in any such capacity, or arising out of his status as such, whether
or not the Corporation would have the power to indemnify such person against
such liability. Insurance may be purchased from or maintained with a person in
which the Corporation has a financial interest.

         31.   AGREEMENTS. The Corporation, upon approval by the Board of
Directors, may enter into agreements with any persons whom the Corporation may
indemnify under this Amended and Restated Code of Regulations or under law and
undertake thereby to indemnify such persons and to pay the expenses incurred by
them in defending any action, suit or proceeding against them, whether



                                        8


<PAGE>   12


or not the Corporation would have the power under law or this Amended and
Restated Code of Regulations to indemnify any such person.


                                     GENERAL
                                     -------

         32.   FISCAL YEAR. The fiscal year of the Corporation will end on the
last day of June (and whether before or after such date) in each calendar year
or such other date as may be fixed from time to time by the Board of Directors.

         33.   SEAL. The Board of Directors may adopt a corporate seal and use
the same by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.

         34.   AMENDMENTS. Except as otherwise provided by law, the Amended and
Restated Articles of Incorporation or herein, this Amended and Restated Code of
Regulations or any Regulations may be amended in any respect or repealed at any
time at any meeting of shareholders, provided that any amendment or supplement
proposed to be acted upon at any such meeting has been described or referred to
in the notice of such meeting. Except as otherwise provided by law, the Amended
and Restated Articles of Incorporation or herein, the shareholders shall not
take any action without a meeting to alter or amend this Amended and Restated
Code of Regulations. Notwithstanding the first sentence of this Regulation 34 or
anything to the contrary contained in the Amended and Restated Articles of
Incorporation or this Amended and Restated Code of Regulations, Regulations 1,
3(a), 7, 10, 11, 12 and 34 may not be amended or repealed by the shareholders,
and no provision inconsistent therewith may be adopted by the shareholders,
without the affirmative vote of the holders of at least 80% of the voting power
of the Corporation, voting together as a single class. Notwithstanding the
foregoing provisions of this Regulation 34, no amendment to Regulations 29, 30
or 31 will be effective to eliminate or diminish the rights of persons specified
in those Regulations existing at the time immediately preceding such amendment.



                                        9