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                                                                    EXHIBIT 3b




                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                             EMPIRE BANC CORPORATION

                             A MICHIGAN CORPORATION


                                    ARTICLE I
                              SHAREHOLDERS MEETING

1.1      Annual Meeting. The Annual Meeting of the shareholders shall be held
         each year after the date of expiration of the fiscal year of the
         Corporation at such time and place as shall be determined by the Board
         of Directors, for the purpose of electing Directors and of transacting
         such other business as may properly be brought before the meeting.

1.2      Special Meetings. Special meetings of shareholders may be called (i) by
         a majority of the Board of Directors; (ii) by the Chairman; or (iii) by
         any shareholder or shareholders holding not less than 66-2/3% of the
         voting power of all of the outstanding shares of stock of this
         Corporation entitled to vote at such meeting, voting together as a
         single class. The Chairman may designate any place, either within or
         without the State of Michigan, as the place of meeting for any special
         meeting. If no designation is made, the place of meeting shall be the
         principal office of the Corporation in the State of Michigan.

1.3      Notice of Meeting. Except as otherwise provided by law, written notice
         stating the time, date, place and purpose or purposes of Annual
         Meetings of shareholders of this Corporation shall be given either
         personally or by mail not less than ten (10) nor more than sixty (60)
         days before said meeting to each shareholder of record of the
         Corporation entitled to vote at such meeting. Except as otherwise
         provided by law, written notice stating the time, date, place and
         purpose or purposes of all special meetings of shareholders shall be
         given, if such special meeting was called pursuant to clause (i) or
         clause (ii) of Section 1.2 of this Article 1, by mailing a written
         notice at least ten (10) days, but not more than sixty (60) days, prior
         to the date of such meeting to each shareholder of record of the
         Corporation entitled to vote at such meeting, or, if such special
         meeting was called pursuant to clause (iii) of Section 1.2 of this
         Article 1, by mailing a written notice at least thirty (30) days, but
         not more than sixty (60) days, prior to the date of such meeting to
         each shareholder of record of the Corporation entitled to vote at such
         meeting. A notice that is mailed shall be deemed to be given when
         deposited in the United States Mail, with postage fully prepaid,
         addressed to the shareholder as his or her address appears on the
         records of the Corporation. Only such business shall be conducted at a
         special meeting of shareholders as shall have been brought before the
         meeting pursuant to the notice of meeting.


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1.4      Adjournments. Any meeting of shareholders, annual or special, may be
         adjourned from time to time to reconvene at the same or some other
         place, and notice need not be given of any such adjourned meeting if
         the time and place thereof are announced at the meeting at which the
         adjournment is taken. At the adjourned meeting, the Corporation may
         transact any business which might have been transacted at the original
         meeting. If after the adjournment a new record date is fixed for the
         adjourned meeting, a notice of the adjourned meeting shall be given to
         each shareholder of record entitled to vote at the meeting.

1.5      Waiver of Notice. Notice of the time, place and purpose of any meeting
         of the shareholders of the Corporation may be waived by telegram,
         radiogram, cablegram, telecopier, or other writing either before or
         after such meeting has been held.

1.6      Quorum. At every meeting of the shareholders, the holders of record of
         a majority of the outstanding shares of stock of the Corporation
         entitled to vote at such meeting, whether present in person or
         represented by proxy, shall constitute a quorum. If less than a quorum
         shall be present at any meeting of shareholders, those holders of
         record of outstanding shares of stock of the Corporation entitled to
         vote at such meeting, present in person or represented by proxy, may
         adjourn the meeting from time to time without further notice other than
         by announcement at the meeting, until a quorum shall have been obtained
         at which time any business may be transacted which might have been
         transacted at the meeting as first convened had there been a quorum.
         The shareholders present at a duly organized meeting may continue to
         transact business until adjournment, notwithstanding the withdrawal of
         enough shareholders to leave less than a quorum. When the holders of a
         class or series of shares are entitled to vote separately on an item of
         business, this Section applies in determining the presence of a quorum
         of such class or series for transaction of the item of business.

1.7      Organization. The Chairman of the Corporation, or in the absence of the
         Chairman, such person as the Board of Directors may have designated, or
         in absence of such person the highest ranking officer of the
         Corporation who is present, shall call to order any meeting of the
         shareholders and act as Chairman of the meeting. In the absence of the
         Secretary of the Corporation, the Secretary of the meeting shall be
         such person as the Chairman appoints.

1.8      Conduct of Business. The Chairman of any meeting of shareholders shall
         determine the order of business and the procedure at the meeting,
         including such regulation of the manner of voting and the conduct of
         business.

1.9      Inspection of List of Shareholders. The officer or agent having charge
         of the stock transfer books for shares 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:



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         (A) Be arranged alphabetically within each class and series, 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 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.

1.10     Voting Rights. Except as otherwise provided by statute or in the
         Articles of Incorporation, each outstanding share of stock is entitled
         to one (1) vote on each matter submitted to a vote. A vote may be cast
         either in person or by proxy authorized by an instrument in writing,
         filed in accordance with the procedure established for the meeting.

         Except as otherwise required by the Articles of Incorporation, these
         Bylaws, or the laws of the State of Michigan, if any 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 on the action. Directors shall be elected by
         a plurality of the votes cast at an election.

1.11     Notice of Shareholder Business at Annual Meeting. At an Annual Meeting
         of shareholders, only such business shall be conducted as shall have
         been brought before the meeting: (i) pursuant to the Corporation's
         notice of meeting; (ii) by or at the direction of the Board of
         Directors or; (iii) by any shareholder of the Corporation who complies
         with the notice procedures set forth in this Section 1.11. For business
         to be properly brought before an Annual Meeting by a shareholder, the
         shareholder must have given timely notice thereof in writing to the
         Secretary of the Corporation. To be timely, a shareholder's notice must
         be delivered personally or otherwise received by the Secretary of the
         Corporation at least thirty (30) days, but no more than ninety (90)
         days, prior to the anniversary date of the record date for
         determination of shareholders entitled to vote in the immediately
         preceding Annual Meeting of shareholders. 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 and any
         material interest in such business of such shareholder and the
         beneficial owner, if any, on whose behalf the business is made; and (b)
         as to the shareholder giving the notice and the beneficial owner, if
         any, on whose behalf the business is being brought, the name and
         address, as they appear on the Corporation's books, of such shareholder
         and of such beneficial owner, and the class and number of shares of the
         Corporation which are owned beneficially and of record by such
         shareholder and such beneficial owner. Notwithstanding anything in
         these Bylaws to the contrary, no business shall be conducted at an
         Annual Meeting except in accordance with



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         the procedures set forth in this Section 1.11. The Chairman 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 1.11, and, if the Chairman should so
         determine, the Chairman shall so declare to the meeting and any such
         business not properly brought before the meeting shall not be
         transacted.

                                    ARTICLE 2
                               BOARD OF DIRECTORS

2.1      Number and Terms of Office. The business and affairs of the Corporation
         shall be managed by or under the direction of the Board of Directors.
         The Board of Directors shall consist of not less than five (5) nor more
         than twenty-five (25) members, the number thereof to be determined from
         time to time by a resolution adopted by a vote of eighty (80%) percent
         of the whole Board of Directors.

2.2      Nomination of Directors. Nominations for the election of directors may
         be made by the Board of Directors or by any shareholder entitled to
         vote in the election of directors at the particular meeting at which
         the nomination is to occur. Shareholder nominations of any one or more
         persons for nomination for election as director may be made by any
         shareholder entitled to vote in the election of directors at the
         particular meeting at which the nomination is to occur only in person
         or by proxy at such meeting and only if written notice of such
         shareholder's intent to make such nomination or nominations has been
         delivered personally to or otherwise received by the Secretary of this
         Corporation at least thirty (30) days, but no more than ninety (90)
         days, prior to the anniversary date of the record date for
         determination of shareholders entitled to vote in the immediately
         preceding Annual Meeting of shareholders. Each such notice shall
         contain a representation that: (i) the shareholder is, and will be on
         the record date, a beneficial owner or a holder of record of stock of
         the Corporation entitled to vote at such meeting; (ii) the shareholder
         has, and will have on the record date, full voting power with respect
         to such shares; and (iii) the shareholder intends to appear in person
         or by proxy at the meeting to nominate the person or persons specified
         in the notice. Additionally, each such notice shall include: (a) the
         name and address of the shareholder who intends to make the nomination
         and of the person or persons to be nominated; (b) a description of all
         arrangements or understandings between the shareholder and each
         proposed nominee and any other person or persons (naming such person or
         persons) pursuant to which the nomination or nominations are to be made
         by the shareholder; (c) the number and kinds of securities of the
         Corporation held beneficially or of record by each proposed nominee;
         (d) such other information regarding each proposed nominee as would be
         required to be included in a proxy statement filed pursuant to the
         proxy rules of the Securities and Exchange Commission for the initial
         election of such proposed nominee for director; and (e) the consent of
         each proposed nominee to serve as a director if so elected. Any such
         notice of shareholder's intent, and any nomination based thereon, which
         is not fully in compliance with the requirements of this Section 2.2,
         or which contains any information which is false or misleading, shall
         be void and of no effect.



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2.3      Election and Term of Directors. The Board of Directors shall be divided
         into three classes, as nearly equal in number as the then total number
         of directors constituting the whole Board permits, with the term of
         office of one class expiring each year. At each Annual Meeting of
         shareholders, the class of directors whose term of office shall expire
         at such time shall hold office for terms expiring at the third
         succeeding Annual Meeting of shareholders following their election. A
         director shall hold office for the term for which he or she is elected
         and until his or her successor is elected and qualified, or until his
         or her resignation or removal. No decrease in the number of directors
         shall shorten the term of any incumbent director.

2.4      Removal or Resignation. Except as otherwise provided in the Articles of
         Incorporation, any director or the entire Board of Directors may be
         removed only for cause and only by the affirmative vote of the holders
         of a majority of the shares then entitled to vote at an election of
         directors. Any director may resign at any time by giving written notice
         to the Board of Directors, the Chairman of the Board, if any, or the
         President or Secretary of the Corporation. Unless a later date is
         specified in such written notice, a resignation shall take effect upon
         delivery thereof to the Board of Directors or the designated officer.
         It shall not be necessary for a resignation to be accepted before it
         becomes effective.

2.5      Vacancies. Subject to the rights of the holders of any particular class
         or series of stock of the Corporation, (i) newly created directorships
         resulting from any increase in the total number of authorized directors
         may be filled by the affirmative vote of not less than 80% of the
         directors then in office at any regular or special meeting of the Board
         of Directors, or by a plurality vote of the shareholders at any Annual
         Meeting or at any special meeting of the shareholders called for that
         purpose, and (ii) any vacancies on the Board of Directors resulting
         from death, resignation, retirement, disqualification, removal from
         office or other cause may be filled only by the affirmative vote of not
         less than 80% of the directors then in office at any regular meeting or
         special meeting of the Board of Directors, or by a plurality vote of
         the shareholders at any Annual Meeting or at any special meeting of
         shareholders called for that purpose. Any increase or decrease in the
         number of directors shall be apportioned as nearly as possible among
         each class so as to maintain the number of directors in each class as
         nearly equal as possible, and any additional director of any class
         elected to fill any vacancy resulting from any increase in such class
         shall hold office for a term which shall coincide with the remaining
         term of that class. Except as otherwise provided in the Articles of
         Incorporation if the holders of any class or classes of stock or series
         are entitled to elect one (1) or more directors to the exclusion of
         other shareholders, vacancies of that class or classes or series may be
         filled by the holders of shares of that class or classes of shares, or
         series. A vacancy that will occur at a specific date, by reason of a
         resignation effective at a later date, may be filled before the vacancy
         occurs but the newly elected or appointed director may not take office
         until the vacancy occurs.

2.6      Organizational Meeting. Not later than thirty (30) days after the
         Annual Meeting of shareholders, the Board of Directors as constituted
         upon final adjournment of such Annual



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         Meeting shall convene at such time and place as may be designated by
         the Chairman or by a majority of the members of the Board of Directors
         for the purpose of electing officers and transacting any other business
         properly brought before it.

2.7      Regular Meetings. Regular Meetings of the Board of Directors shall be
         held at such time and place as the Board of Directors shall from time
         to time determine by resolution of the Board of Directors or by waiver
         of notice and consent. No notice of Regular Meetings of the Board shall
         be required.

2.8      Special Meetings. Special Meetings of the Board of Directors may be
         called by the Chairman or by the President of this Corporation or a
         majority of the Directors in office at the time of the call, whenever
         in his or her or their judgment it may be necessary, by giving
         reasonable notice, either personally or by mail, telegram, or
         telecopier, of the time and place of such meeting. A notice that is
         mailed shall be deemed to be given when deposited in the United States
         mail with postage fully prepaid, addressed to such director as his or
         her address appears on the records of the Corporation. Any action taken
         at any such meeting shall not be invalidated for want of notice if such
         notice shall be waived as herein provided. A telecopied notice shall be
         deemed to be given when it is transmitted by telecopier to the
         director's home or place of business.

2.9      Electronic Participation. A member of the Board or a committee
         designated by the Board may participate in a meeting by means of a
         conference telephone or similar communications equipment through which
         all persons participating in the meeting can communicate with each
         other. Participation in a meeting pursuant to this Section 2.9
         constitutes presence in person at the meeting.

2.10     Quorum. A majority of the directors in office or of the members of a
         committee of the Board shall constitute a quorum for the transaction of
         business, unless the Board resolution establishing the committee
         provides for a larger or smaller number. If there shall be less than a
         quorum present at any meeting of the Board of Directors, a majority of
         the directors present may adjourn the meeting from time to time without
         notice other than announcement at the meeting until a quorum shall be
         present, at which time any business may be transacted which might have
         been transacted at the meeting as first convened had there been a
         quorum present. The acts of a majority of the directors or committee
         members present at any meeting at which a quorum is present shall be
         the acts of the Board or of the committee, unless the vote of a larger
         number is required by the Board resolution establishing the committee.

                                    ARTICLE 3
                                   COMMITTEES

3.1      Appointment of Committees. The Board, by majority vote of the whole
         Board, may designate one (1) or more committees, each committee to
         consist of one (1) or more of the



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         directors of the Corporation. The Board may designate one (1) or more
         directors as alternate members of a committee, who may replace an
         absent or disqualified member at a meeting of the committee. A
         committee, and each member thereof, shall serve at the pleasure of the
         Board.

                                    ARTICLE 4
                                    OFFICERS

4.1      Chairman. The Chairman, if any, shall be selected by and from the
         membership of the Board of Directors. The Chairman, if such office is
         filled, shall be the chief executive officer of the Corporation and
         shall preside at all meetings of the shareholders and the Board of
         Directors at which he or she is present. He or she shall see that all
         orders and resolutions of the Board are carried into effect, and he or
         she shall have the general powers of supervision and management usually
         vested in the chief executive officer of a corporation.

4.2      Vice Chairman. There may be one or more Vice Chairmen, selected by and
         from the membership of the Board of Directors. Any such Vice Chairman
         shall perform such duties as may be assigned by the Chairman. In the
         absence, disability or death of the Chairman, pending return of the
         Chairman or the election of a successor, the Vice Chairman so
         designated by the Board shall perform all the duties and exercise all
         the power and authority of the Chairman of the Board.

4.3      President. The President shall be selected by the Board of Directors.
         If the office of Chairman is filled, the President shall be the chief
         operating officer of the Corporation and shall have the general powers
         of supervising and managing the day-to-day operations of the
         Corporation. In the absence or disability of the Chairman and Vice
         Chairman, or if those offices have not been filled, he or she also
         shall perform the duties and execute the powers of the Chairman.

4.4      Vice Presidents. The Board of Directors may select one or more
         Executive Vice Presidents, Senior Vice Presidents or other Vice
         Presidents who shall have such powers and duties as may be assigned to
         each of them by the Board of Directors.

4.5      Secretary. The Secretary shall be selected by the Board of Directors.
         He or she shall attend all meetings of shareholders and of the Board of
         Directors, and shall preserve in books of the Corporation true minutes
         of the proceedings of all such meetings. He or she shall have such
         additional powers and duties as may be assigned to him or her by the
         Board of Directors.

4.6      Treasurer. The Treasurer shall be selected by the Board of Directors.
         He or she 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 or she shall



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         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 or she shall disburse the funds
         of the Corporation as may be ordered by the Board, making proper
         vouchers for such disbursements, and shall render to the Chairman of
         the Board and the directors at regular meetings of the Board and
         whenever requested by them and to the President, an account of all his
         transactions as Treasurer. He or she shall in general perform all
         duties incident to the office of Treasurer, and shall have such
         additional powers and duties as may be assigned to him or her by the
         Board of Directors.

4.7      Other Officers. The Board of Directors may appoint one or more
         Assistant Vice Presidents, one or more Assistant Secretaries, and one
         or more Managers and Assistant Managers and such other officers and
         attorneys in fact as from time to time may appear to the Board to be
         required or desirable to transact the business of the Corporation. Such
         officers shall respectively exercise such powers and perform all such
         duties as pertain to their several offices, or as may be conferred
         upon, or assigned to by the Board of Directors, the Chairman, the Vice
         Chairman, or the President.

4.8      Tenure of Office. The Chairman, any Vice Chairman, the President, and
         all other officers shall hold office for the current year for which the
         Board was elected, unless they shall resign, become disqualified, or be
         removed; any vacancy occurring in the office of the President shall be
         filled promptly by the Board of Directors.

                                    ARTICLE 5
                    INDEMNIFICATION OF OFFICERS AND DIRECTORS

5.1      Indemnification. The Corporation shall indemnify any 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 or she is or was a director or officer of the Corporation,
         or is or was serving at the request of the Corporation as a director,
         officer, partner, or trustee 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 or her in connection with the action, suit,
         or proceeding, if the person acted in good faith and in a manner he or
         she reasonably believed to be in or not opposed to the best interests
         of the Corporation or its shareholders, and the person submits a
         written claim for indemnification as hereinafter provided, and with
         respect to a criminal action or proceeding, if the person had no
         reasonable cause to believe his or her conduct was unlawful, and the
         person submits a written claim for indemnification as hereinafter
         provided. The termination of an action, suit, or proceeding by
         judgment, order, settlement, conviction, or upon a plea of nolo
         contendere or its equivalent, does not, of itself, create a presumption
         that the person did not act in good faith and in a manner which he or
         she reasonably believed to be in or not opposed to the best interests
         of the



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         Corporation or its shareholders, and, with respect to a criminal action
         or proceeding, had reasonable cause to believe that his or her conduct
         was unlawful.

5.2      Derivative Shareholder Liability. The Corporation shall indemnify any
         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 or she is or was a director or officer of the Corporation,
         or is or was serving at the request of the Corporation as a director,
         officer, partner, or trustee of another foreign or domestic
         corporation, partnership, joint venture, trust, or other enterprise,
         whether for profit or not, against expenses, including attorneys' fees,
         and amounts paid in settlement actually and reasonably incurred by the
         person in connection with the action or suit, if the person acted in
         good faith and in a manner the person reasonably believed to be in or
         not opposed to the best interests of the Corporation or its
         shareholders, and the person submits a written claim of indemnification
         as hereinafter provided. However, indemnification shall not be made for
         a particular claim, issue, or matter in which the 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 (or another court of competent
         jurisdiction) has determined upon application that, despite the
         adjudication of liability but in view of all the relevant
         circumstances, the person is fairly and reasonably entitled to
         indemnification for the reasonable expenses he or she incurred.

5.3      Determination of Indemnification. An indemnification under Section 5.1
         or 5.2, unless ordered by a court, shall be made by the Corporation as
         authorized in the specific case upon a determination that
         indemnification of the director or officer is proper in the
         circumstances because he or she has met the applicable standard of
         conduct set forth in Section 5.1 or 5.2 and upon an evaluation of the
         reasonableness of expenses and amounts paid in settlement. This
         determination and evaluation shall occur within 30 days after a written
         claim for indemnification has been received by the Corporation, and
         shall be made in any of the following ways:

         (A) By a majority vote of a quorum of the Board consisting of directors
             who are not parties or threatened to be made parties to the action,
             suit or proceeding;

         (B) If the quorum described in subparagraph (A) is not obtainable, then
             by a majority of a committee duly designated by the Board and
             consisting solely of two or more directors not at the time parties
             or threatened to be made parties to the action, suit, or
             proceeding;

         (C) By independent legal counsel in a written opinion, which counsel
             shall be selected in one of the following ways:

             (1) By the Board or its committee in the manner prescribed in
                 subparagraphs (A) and (B),



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             (2) If a quorum of the Board cannot be obtained under subparagraph
                 (A) and a committee cannot be designated under subparagraph
                 (B), by the Board;

         (D) By all independent directors who are not parties or threatened to
             be made parties to the action, suit, or proceeding; and

         (E) By the shareholders, but shares held by directors, officers,
             employees, or agents who are parties or threatened to be made
             parties to the action, suit, or proceeding may not be voted.

         In the designation of a committee under subparagraph (B) or in the
         selection of independent legal counsel under subparagraph (C)(2), all
         directors may participate.

         If a person is entitled to indemnification under paragraph 5.1 or 5.2
         for a portion of expenses, including reasonable attorneys' fees,
         judgments, penalties, fines, and amounts paid in settlement, but not
         for the total amount thereof, the Corporation shall 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.

5.4      Payment of Defense Expenses in Advance. The Corporation shall pay or
         reimburse the reasonable expenses incurred by a director or officer who
         is a party or threatened to be made a party to an action, suit, or
         proceeding in advance of final disposition of the proceeding if all of
         the following apply:

         (1) The person furnishes the Corporation a written affirmation of his
             or her good faith belief that he or she has met the applicable
             standard of conduct set forth in Section 5.1 and 5.2.

         (2) The person furnishes the Corporation a written undertaking,
             executed personally or on his or her behalf to repay the advance if
             it is ultimately determined that he or she did not meet the
             standard of conduct.

         (3) A determination is made that the facts then known to those making
             the determination would not preclude indemnification under this
             Section or the Michigan Business Corporation Act.

         The undertaking shall be by unlimited general obligation of the person
         on whose behalf advances are made but need not be secured.
         Determination of payments under Section 5.4 shall be made in the manner
         described in Section 5.3 (A)-(E). In the designation of a committee
         under Section 5.3(B) or in the selection of independent legal counsel
         under Section 5.3(C)(2), all directors may participate.



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5.5      Other Indemnification. The indemnification or advancement of expenses
         provided under Sections 5.1 through 5.4 is not exclusive to other
         rights to which a person seeking indemnification or advancement of
         expenses may be entitled under the Michigan Business Corporation Act,
         the Corporation's Articles of Incorporation, Bylaws, 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. The indemnification provided for in Sections
         5.1 through 5.4 continues as to a person who ceases to be a director,
         officer, partner, or trustee and shall inure to the benefit of the
         heirs, executors, and administrations of the person.

5.6      Liability 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, partner, trustee,
         employee, or agent of another corporation, partnership, joint venture,
         trust or other enterprise against any liability asserted against him or
         her and incurred by him or her in any such capacity or arising out of
         his or her status as such, whether or not the Corporation would have
         power to indemnify him or her against liability under the Michigan
         Business Corporation Act or this Section.

                                    ARTICLE 6
                                  CAPITAL STOCK

6.1      Certificates. Every shareholder of this Corporation shall be entitled
         to a certificate for his or her shares signed by the Chairman, any Vice
         Chairman or the President certifying the number and class of shares,
         and designation of the series, if any, represented by such certificate;
         provided that where such certificate is signed by a transfer agent
         acting on behalf of the Corporation, and by a registrar, the signature
         of any such officer may be facsimile.

6.2      Transfer. Except as otherwise provided by a written agreement between
         the Corporation and a shareholder, shares shall be transferable only on
         the books of the Corporation by the person named in the certificate, or
         by attorney lawfully constituted in writing, and upon surrender of the
         certificates therefor. A record shall be made of every such transfer
         and issue. Whenever any transfer is made for collateral security and
         not absolutely, the fact shall be so expressed in the entry of such
         transfer.

6.3      Lost, Destroyed, or Stolen Certificates. Where the owner claims that
         his or her certificate for shares has been lost, destroyed, or
         wrongfully taken, a new certificate shall be issued in place thereof if
         the owner (a) so requests before the Corporation has notice that such
         shares have been acquired by a bona fide purchaser, and (b) files with
         the Corporation a sufficient indemnity bond, and (c) satisfies such
         other reasonable requirements as the Board of Directors may prescribe.



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<PAGE>   12

6.4      Registered Shareholder. The Corporation shall be entitled to treat the
         person in whose name any share of stock is registered as the owner of
         it for purposes of dividends and other distributions or for any
         recapitalization, merger, reorganization, sale of assets, or
         liquidation and for the purpose of votes, approvals, and consents by
         shareholders, and for the purpose of notices to shareholders and for
         all other purposes whatever, and shall not be bound to recognize any
         equitable or other claim to or interest in the shares by any other
         person, whether or not the Corporation shall have notice of it, except
         as expressly required by the laws of the State of Michigan.

6.5      Record Date. The Board of Directors may fix a record date, which shall
         not be more than sixty (60) nor less than ten (10) days before the date
         of any meeting of shareholders, at which time there shall be determined
         the shareholders who are entitled: to notice of or to vote at any
         meeting of shareholders or any adjournment thereof; to receive payment
         of any dividend or other distribution or allotment of any rights; or to
         exercise any rights with respect to any change, conversion, or exchange
         of stock or with respect to any other lawful action.

6.6      Regulations. The Board of Directors shall have power and authority to
         make such rules and regulations as the Board shall deem expedient
         regulating the issue, transfer and registration of certificates for
         shares of the capital stock of the Corporation.

                                    ARTICLE 7
                            EXECUTION OF INSTRUMENTS

7.1      Instruments. The Board of Directors shall have power to designate the
         officers and agents who shall have authority to execute any contract,
         conveyance, or other instrument or document on behalf of the
         Corporation. When the execution of any contract, conveyance or other
         instrument or document has been authorized without specification of the
         executing officers, the Chairman or the President may execute the same
         in the name and on behalf of the Corporation, or any Vice President,
         Treasurer, Assistant Treasurer, Secretary, or Assistant Secretary may
         execute the same in the name and on behalf of the Corporation.

                                    ARTICLE 8
                                 CORPORATE SEAL

8.1      Seal. The Board of Directors may adopt a corporate seal.

                                    ARTICLE 9
                                   FISCAL YEAR

9.1      Fiscal Year. The fiscal year of the Corporation shall be the calendar
         year.



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<PAGE>   13

                                   ARTICLE 10
                          REDEMPTION OF CONTROL SHARES


10.1     Control Share Acquisitions. Pursuant to Section 794 of the Michigan
Business Corporation Act, Chapter 7B of the Michigan Business Corporation Act
does not apply to any "control share acquisition" (as such term is defined in
Section 791 of the Michigan Business Corporation Act) of shares of this
Corporation.

                                   ARTICLE 11
                                   AMENDMENTS

         These Bylaws may be altered, amended or repealed and new Bylaws may be
adopted by the affirmative vote of not less than a majority of the members of
the Board of Directors then in office, at any regular or special meeting of the
Board of Directors, or by the shareholders representing a majority of the
outstanding shares of capital stock entitled to vote generally in the election
of directors, voting together as a single class, at any regular or special
meeting of shareholders; provided, however, that Article 1, Section 1.2, Section
1.3 and Section 1.11 and Article 2, Section 2.1, Section 2.2, Section 2.3,
Section 2.4, Section 2.5 and Section 2.8 and Article 10 and this Article 11, may
not be altered, amended or repealed, nor may any Bylaw inconsistent with Article
1, Section 1.2, Section 1.3 and Section 1.11 and Article 2, Section 2.1, Section
2.2, Section 2.3, Section 2.4, Section 2.5 and Section 2.8 and Article 10 and
this Article 11, be adopted unless, if by action of the Board of Directors, such
action is approved by the affirmative vote of not less than 80% of the full
Board, or, if by the shareholders, if such action is approved by the affirmative
vote of the holders of not less than 66-2/3% of the outstanding shares of
capital stock entitled to vote generally in the election of directors, voting
together as a single class.

         ADOPTED this 5th day of February, 2000.


                                         /s/ William T. Fitzgerald, Jr.
                                         ----------------------------------
                                         William T. Fitzgerald, Jr.
                                         Secretary





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