EXHIBIT 3.2

                           BELDEN & BLAKE CORPORATION

                    AMENDED AND RESTATED CODE OF REGULATIONS



                                    PREAMBLE

         These Regulations of Belden & Blake Corporation, an Ohio corporation
(the "Corporation"), are subject to, and governed by, the Ohio General
Corporation Law and the Articles of Incorporation of the Corporation (as amended
from time to time in accordance with the terms thereof, the "Articles of
Incorporation"). In the event of a direct conflict between the provisions of
these Regulations and the mandatory provisions of the Ohio General Corporation
Law or the provisions of the Articles of Incorporation, such provisions of the
Ohio General Corporation Law and/or the Articles of Incorporation, as the case
may be, shall be controlling. These Regulations were adopted by the sole
stockholder of the Corporation on December 16, 2004.

                                    ARTICLE I
                            MEETINGS OF SHAREHOLDERS

         1.1 ANNUAL MEETINGS. The annual meeting of shareholders for the
election of Directors, the consideration of reports to be laid before the
meeting and the transaction of such other business as may properly be brought
before the meeting shall be held on the date and at the time designated by the
Directors or, in the absence of such designation, at 10:00 o'clock a.m. on the
first Monday of the fourth month following the close of the Corporation's fiscal
year. At the annual meeting of shareholders, the Corporation shall lay before
the shareholders a financial statement in the form required by law.

         1.2 SPECIAL MEETINGS. Special meetings of shareholders may be called by
(a) the Chairman of the Board, if any, (b) the President (or, in the case of the
President's absence, death or disability, the Vice President authorized to
exercise the authority of the President, if any), (c) the Directors acting at a
meeting, (d) a majority of the Directors acting without a meeting, or (e) the
holders of at least 25% of all shares outstanding and entitled to vote at the
meeting.

         1.3 PLACE OF MEETINGS. Meetings of shareholders shall be held at the
principal office of the Corporation unless the person(s) calling such meeting
shall determine that the meeting shall be held at some other place within or
without the State of Ohio and cause such place to be specified in the notice of
the meeting. The Directors may authorize shareholders and proxyholders who are
not physically present at a meeting of shareholders to attend such meeting by
use of communications equipment that enables the shareholder or proxyholder to
participate in the meeting and vote on matters submitted to the shareholders,
including an opportunity to read or hear the proceedings of the meeting and to
speak or otherwise participate in the proceedings contemporaneously with those
physically present. The Directors may determine that the meeting shall not be
held at any physical place, but instead shall be held solely by means of




communications equipment. Any shareholder using communications equipment will be
deemed present in person at the meeting.

         1.4 NOTICE OF MEETING; WAIVER OF NOTICE.

         (a) A written notice of each annual or special meeting of shareholders,
stating the time, place (if any), and purposes of the meeting, shall be given
(i) by or at the direction of the President, the Secretary or any other person
required or permitted to give such notice, (ii) not less than seven nor more
than sixty days before the meeting, (iii) by personal delivery, mail, overnight
delivery service or any other means of communication authorized by the
shareholder to whom notice is given, and (iv) to each shareholder who is
entitled to notice of the meeting and who is a shareholder of record as of the
day preceding the date on which notice is given (or as of such other record date
as may be fixed by the Directors). If mailed or sent by overnight delivery
service, the notice shall be sent to the shareholder at the address of such
shareholder as it appears on the records of the Corporation. If sent by another
means of communication authorized by the shareholder, the notice shall be sent
to the address furnished by the shareholder for such communications.

         (b) Upon request in writing, delivered either in person or by
registered or certified mail to the President or the Secretary, by any person(s)
entitled to call a meeting of shareholders, the officer receiving such request
shall forthwith cause notice of a meeting, to be held on the date as such
officer may fix (not less than seven nor more than sixty days after the receipt
of such request), to be given to each shareholder who is entitled to receive
notice. If the notice is not given within fifteen days after the delivery or
mailing of the request, the person(s) calling the meeting may fix the time of
meeting and give notice as provided in Section 1.4(a), or cause the notice to be
given by any designated representative.

         (c) Notice of the time, place (if any), and purposes of any meeting of
shareholders, whether required by law, the Articles of Incorporation or these
Regulations, may be waived in writing, either before or after the holding of
such meeting, by any shareholder, which writing shall be filed with or entered
upon the records of the meeting. The attendance of any shareholder at any
meeting without protesting, prior to or at the commencement of the meeting, the
lack of proper notice shall be deemed to be a waiver by the shareholder of
notice of the meeting.

         1.5 QUORUM; ADJOURNMENT; ACTION BY SHAREHOLDERS.

         (a) Except as otherwise required by law, by the Articles of
Incorporation or by these Regulations, the presence, in person or by proxy, of
shareholders holding a majority of the stock of the Corporation entitled to vote
shall constitute a quorum at all meetings of the shareholders. In case a quorum
shall not be present at any meeting, a majority in interest of the shareholders
entitled to vote thereat, present in person or by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until the requisite amount of stock entitled to vote shall be
present. At any such adjourned meeting at which the requisite amount of stock
entitled to vote shall be represented, any business may be transacted which
might have been transacted at the meeting as originally noticed, but only those
shareholders entitled to vote at the meeting as originally noticed shall be
entitled to vote at any adjournment or adjournments thereof.




         (b) The holders of a majority of the voting shares represented at a
meeting may adjourn the meeting from time to time whether or not a quorum is
present. Notice of the adjournment of a meeting need not be given if the time
and place (if any) to which it is adjourned, and the means, if any, by which
shareholders can be present and vote through the use of communications
equipment, are fixed and announced at the meeting.

         (c) At any meeting at which a quorum is present, all matters that come
before the meeting shall be determined by the vote of the holders of a majority
of the voting shares present at the meeting in person, by proxy or by the use of
communications equipment, except when a different proportion is required by law,
by the Articles of Incorporation or by these Regulations.

         1.6 ACTION WITHOUT A MEETING. Except as otherwise provided in Article
IX of these Regulations, any action that may be authorized or taken at a meeting
of shareholders may be authorized or taken without a meeting with the
affirmative vote or approval of, and in a writing or writings signed by, all the
shareholders who would be entitled to notice of a meeting of the shareholders
held for such purpose, which writing or writings shall be filed with or entered
upon the records of the Corporation.

         1.7 PROXIES.

         (a) A person who is entitled to attend a meeting of the shareholders,
to vote at a meeting of the shareholders, or to execute consents, waivers, or
releases, may be represented at such meeting and/or may vote at such meeting,
may execute consents, waivers, and releases, and may exercise any of such
person's other rights, by proxy or proxies appointed by a writing signed by such
person. No appointment of a proxy shall be valid after the expiration of eleven
months after it is made unless the writing specifies the date on which it is to
expire or the length of time it is to continue in force.

         (b) Every appointment of a proxy shall be revocable unless (except to
the extent otherwise provided by law) such appointment is coupled with an
interest. Without affecting any vote previously taken, the person appointing a
proxy may revoke a revocable appointment by a later appointment received by the
Corporation or by giving notice of revocation to the Corporation in writing or
in open meeting. The presence at a meeting of the person appointing a proxy does
not revoke the appointment.

         1.8 SHAREHOLDER LIST. Upon request of any shareholder at any meeting of
shareholders, the Corporation shall produce at such meeting an alphabetically
arranged list, or classified lists, of the shareholders of record as of the
applicable record date, who are entitled to vote, showing their respective
addresses and the number and class of shares held by each.

                                   ARTICLE II
                                    DIRECTORS

         2.1 NUMBER OF DIRECTORS. Until changed in accordance with the
provisions of this section, the number of Directors of the Corporation shall be
fixed at six. The number of Directors of the Corporation may be changed at any
meeting of shareholders called for the purpose of electing Directors at which a
quorum is present, by the affirmative vote of the holders of a




majority of the voting shares of the Corporation present at the meeting in
person, by proxy or by the use of communications equipment.

         2.2 ELECTION AND TERM OF OFFICE; RESIGNATIONS. Only persons nominated
at a meeting of shareholders at which Directors are to be elected are eligible
for election as Directors. At all elections of Directors, the candidates
receiving the greatest number of votes shall be elected. Each Director shall
hold office until the annual meeting of shareholders next succeeding the
Director's election and until the Director's successor is elected, or until the
Director's earlier death, resignation or removal. Any Director may resign at any
time by oral statement to that effect made at a meeting of the Directors or by a
writing to that effect delivered to the Secretary. A Director's resignation will
take effect immediately or at such other time as the Director may specify.

         2.3 REMOVAL FROM OFFICE. The Directors may remove any Director and
thereby create a vacancy if (a) by order of a court the Director has been found
to be of unsound mind, (b) the Director is adjudicated a bankrupt, or (c) within
sixty days from the date of the election of such Director the Director does not
qualify by accepting in writing the election or by acting at a meeting of the
Directors. Additionally, all the Directors or any individual Director may be
removed from office, without assigning any cause, by the vote of the holders of
a majority of the voting power of the Corporation entitling them to elect
Directors in place of those to be removed; provided, however, that unless all
the Directors are removed, no individual Director may be removed if the votes of
a sufficient number of shares are cast against such Director's removal that, if
cumulatively voted at an election of all the Directors, would be sufficient to
elect at least one Director. If a Director is removed by a vote of the
shareholders, a new Director may be elected at the same meeting for the
unexpired term.

         2.4 VACANCIES. The office of a Director becomes vacant if the Director
dies or resigns, or if the Director is removed and a Director is not elected to
fill the unexpired term. A vacancy also exists if the Directors increase the
authorized number of Directors, or if the shareholders increase the authorized
number of Directors but fail at the meeting at which such increase is
authorized, or an adjournment of that meeting, to elect the additional Directors
for which provision is made, or if the shareholders fail at any time to elect
the whole authorized number of Directors. The remaining Directors, though less
than a majority of the whole authorized number of Directors, may, by the vote of
a majority of their number, fill any vacancy for the UNEXPIRED term.

                                   ARTICLE III
               AUTHORITY, MEETINGS AND COMMITTEES OF THE DIRECTORS

         3.1 AUTHORITY OF DIRECTORS. Except where the law, the Articles of
Incorporation, or these Regulations require action to be authorized or taken by
shareholders, all of the authority of the Corporation shall be exercised by or
under the direction of the Directors.



         3.2 MEETINGS OF THE DIRECTORS.

         (a) The Directors may provide, by by-law or resolution, for meetings of
the Directors. Special meetings of the Directors also may be held at any time
upon call of the Chairman of the Board, if any, by the President, or by a
majority of the Directors.

         (b) Meetings of the Directors shall be held at the principal office of
the Corporation unless the Directors determine that a meeting shall be held at
some other place within or without the State of Ohio and cause the notice
thereof to so state. Meetings of the Directors, or of any committee of the
Directors, may be held through any communications equipment if all persons
participating can hear each other. Participation in a meeting through
communications equipment shall constitute presence at the meeting.

         (c) Except as otherwise provided in these Regulations, written notice
of the time and place (if any) of each meeting of the Directors shall be given
to each Director, either by personal delivery or by mail, telegram, cablegram,
overnight delivery service, or by any other means of communication authorized by
the Director, at least one day prior to the date of such meeting. The notice
need not specify the purposes of the meeting and, unless otherwise specified in
the notice, any business may be transacted at any meeting of the Directors.
Notice of a meeting of the Directors may be waived in writing, either before or
after the holding of the meeting, by any Director, which writing shall be filed
with or entered upon the records of the meeting. The attendance of any Director
at any meeting without protesting, prior to or at the commencement of the
meeting, the lack of proper notice shall be deemed to be a waiver by the
Director of notice of the meeting.

         3.3 QUORUM; ADJOURNMENT; ACTION BY DIRECTORS. A majority of' the whole
authorized number of Directors shall constitute a quorum for the transaction of
business, except that a majority of the Directors then in office shall
constitute a quorum for filling a vacancy among the Directors. Whether or not a
quorum is present, a majority of the Directors present may adjourn the meeting
from time to time. Notice of the adjournment of a meeting of Directors need not
be given if the time and place (if any) to which the meeting is adjourned are
fixed and announced at the meeting. The act of a majority of Directors 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 of Incorporation,
or these Regulations.

         3.4 ACTION WITHOUT A MEETING. Any action that may be authorized or
taken at a meeting of the Directors may be authorized or taken without a meeting
with the affirmative vote or approval of, and in a writing or writings signed
by, all the Directors, which writing or writings shall be filed with or entered
upon the records of the Corporation.

         3.5 BY-LAWS. The Directors may adopt by-laws for their own government
that are not inconsistent with law, the Articles of Incorporation, or these
Regulations.

         3.6 COMMITTEES OF THE DIRECTORS.

         (a) The Directors may create one or more committees of the Directors,
each of which shall consist of not less than one Director, and may authorize the
delegation to any such committee of any of the authority of the Directors,
however conferred, other than the authority of



filling vacancies among the Directors or in any committee of the, Directors.
In creating any committee of the Directors, the Directors shall specify a
designation by which it shall be known and shall fix its powers and authority.

         (b) The Directors may appoint one or more Directors as alternate
members of any committee of the Directors, who may take the place of any absent
member(s) at any meeting of such committee.

         (c) Each committee of the Directors shall serve at the pleasure of the
Directors, shall act only in the intervals between meetings of the Directors,
and shall be subject to the control and direction of the Directors.

         (d) An act or authorization of an act by any committee of the Director
within the authority delegated to it by the Directors shall be as effective for
all purposes as the act or authorization of the Directors.

         (e) Any committee of the Directors may act (i) by a majority of its
members at a meeting or (ii) by a writing or writings signed by all of its
members, which writing or writings shall be filed with or entered upon the
records of the Corporation.

                                   ARTICLE IV
                                    OFFICERS

         4.1 OFFICERS. The officers of the Corporation shall consist of a
President, a Secretary, a Treasurer, and such other officers (including, without
limitation, a Chairman of the Board and one or more Vice Presidents) and
assistant officers as the Directors may from time to time determine.

         4.2 ELECTION AND TERM OF OFFICE. The officers shall be elected by the
Directors. The Chairman of the Board, if one is elected, shall be a Director.
Any two or more offices may be held by the same person, but no officer shall
execute, acknowledge, or verify any instrument in more than one capacity if the
instrument is required to be executed, acknowledged, or verified by two or more
officers. Each officer shall hold office for one year or until the officer's
earlier death, resignation, or removal. The Directors may remove any officer at
any time, with or without cause. The Directors may fill any vacancy in any
office occurring for whatever reason.

         4.3 DUTIES OF OFFICERS. Each officer and assistant officer shall have
such duties as may be specified by law or as may be determined by the Directors
from time to time. In addition to the foregoing, unless otherwise determined by
the Directors, the following officers shall have the authority and shall perform
the duties set forth below:

         (a) Chairman of the Board. The Chairman of the Board, if any, shall
preside at all meetings of the Directors. The general authority of the Chairman
of the Board to execute on behalf of the Corporation any contracts, notes,
deeds, mortgages, agreements or other documents not requiring the specific
approval of the Directors or the execution of which the Directors have not
specifically delegated to another individual shall be coordinate with the
authority of the President.




         (b) President. The President shall preside at all meetings of the
shareholders and at all meetings of the Directors, other than those meetings of
the Directors at which the Chairman of the Board, if any, presides in accordance
with the provisions of Section 4.3(a). Subject to direction of the Directors and
to the delegation by the Directors to the Chairman of the Board of specific or
general executive supervision over the property, business, and affairs of the
Corporation, the President shall have general executive supervision over the
property, business, and affairs of the Corporation. The President may execute on
behalf of the Corporation any contracts, notes, deeds, mortgages, agreements or
other documents not requiring the specific approval of the Directors or the
execution of which the Directors have not specifically delegated to another
individual.

         (c) Vice President. The Vice President, if any, shall perform all of
the duties of the President in case of the President's disability. The authority
of the Vice President to execute on behalf of the Corporation any contracts,
notes, deeds, mortgages, agreements and other documents not requiring the
specific approval of the Directors or the execution of which the Directors have
not specifically delegated to another individual shall be co-ordinate with the
authority of the President. If more than one Vice President is elected, only the
Vice President designated by the Directors shall (i) perform the duties of the
President upon the President's disability and (ii) have the authority to execute
on behalf of the Corporation any contracts, notes, deeds, mortgages, agreements
or other documents not requiring the specific approval of the Directors or the
execution of which the Directors have not specifically delegated to another
individual. If the Directors fail to make such a designation, the Vice President
who has held the office of Vice President for the longest consecutive period
immediately prior to the President's disability shall perform the duties and
have the authority described in the preceding sentence.

         (d) Senior Vice President and Executive Vice President. Any Senior Vice
President or Executive Vice President shall have such duties and authority as
may be determined by the Directors from time to time.

         (e) Secretary. The Secretary shall (i) keep the minutes of the meetings
of the shareholders and the Directors (ii) keep such books and records as may be
required by the Directors and (iii) give notices of meetings of the shareholders
and the Directors required by law, these Regulations or otherwise. The Secretary
shall also have the authority to execute Certificates attesting to action taken
by the shareholders or Directors and to execute all documents requiring the
Secretary's signature.

         (f) Treasurer. The Treasurer shall receive and have in his or her
charge all money, bills, notes, bonds, securities of other corporations and
similar property belonging to the Corporation, and shall do with, keep and
secure this property as may be determined by the Directors. The Treasurer shall
keep accurate financial accounts, hold records open for the inspection and
examination of the Directors, and have the authority to execute all documents
requiring the Treasurer's signature.



                                    ARTICLE V
             TRANSACTIONS WITH DIRECTORS AND OFFICERS; COMPENSATION

         5.1 CERTAIN TRANSACTIONS.

         (a) No contract, action, or transaction shall be void or voidable with
respect to the Corporation for the reason that it is between or affects the
Corporation and one or more of the Directors or officers, for the reason that it
is between or affects the Corporation and any other person in which one or more
of the Directors or officers are directors, trustees, or officers, or have a
financial or personal interest, or for the reason that one or more interested
Directors or officers participate in or vote at the meeting of the Directors or
a committee of the Directors that authorizes such contract, action, or
transaction, if in any such case any of the following apply:

                  (i) The material facts as to the relationship or interest of
         such person(s) and as to the contract, action, or transaction are
         disclosed or are known to the Directors or the committee of the
         Directors, and the Directors or the committee of the Directors, in good
         faith reasonably justified by such facts, authorize(s) the contract,
         action, or transaction by the affirmative vote of a majority of the
         disinterested Directors, even though the disinterested Directors
         constitute less than a quorum of the Directors or the committee of the
         Directors;

                  (ii) The material facts as to the relationship or interest of
         such person(s) and as to the contract, action, or transaction are
         disclosed or are known to the shareholders entitled to vote thereon and
         the contract, action, or transaction is specifically approved at a
         meeting of the shareholders held for such purpose by the affirmative
         vote of the holders of shares entitling them to exercise a majority of
         the voting power of the Corporation held by persons not interested in
         the contract, action, or transaction; or

                  (iii) The contract, action, or transaction is fair as to the
         Corporation as of the time it is authorized or approved by the
         Directors, a committee of the Directors, or the shareholders.

         (b) Common or interested Directors may be counted in determining the
presence of a quorum at a meeting of the Directors, or of a committee of the
Directors, that authorizes the contract, action, or transaction. A Director is
not an interested Director solely because the subject of the contract, action,
or transaction may involve or affect a change in control of the Corporation or
the continuation of the Director in office as a Director of the Corporation.

         5.2 APPROVAL AND RATIFICATION OF ACTS OF DIRECTORS AND OFFICERS. Except
as otherwise provided by the Articles of Incorporation or by law, any contract,
action, or transaction, prospective or past, of the Corporation, of the
Directors, or of any Director or officer may he approved or ratified by the
affirmative vote of the holders of a majority of the voting power of the
Corporation not interested in the contract, action, or transaction, which
approval or ratification shall be as valid and binding as though approved or
ratified. by every shareholder of the Corporation.

         5.3 COMPENSATION. The Directors, by the affirmative vote of a majority
of those in office, and irrespective of any financial or personal interest of
any of them, shall have authority



to establish reasonable compensation, that may include pension, disability,
and death benefits, for services to the Corporation by Directors and officers,
or to delegate such authority to one or more officers or Directors.



                                   ARTICLE VI
                    LIMITATION OF LIABILITY; INDEMNIFICATION

         6.1 LIMITATION OF LIABILITY.

         (a) No person shall be found to have violated any duties to the
Corporation as a Director of the Corporation in any action brought against the
person (including actions involving or affecting (i) a change or potential
change in control of the Corporation, (ii) a termination or potential
termination of the person's service to the Corporation as a Director, or (iii)
the person's service in any other position or relationship with the
Corporation), unless it is proved by clear and convincing evidence that the
person did not act in good faith, in a manner the person reasonably believed to
be in or not opposed to the best interests of the Corporation, or with the care
that an ordinarily prudent person in a like position would use under similar
circumstances.

         (b) In performing any duties to the Corporation as a Director, the
Director shall be entitled to rely on information, opinions, reports, or
statements, including financial statements and other financial data, that are
prepared or presented by (i) one or more Directors, officers, or employees of
the Corporation who the Director reasonably believes are reliable and competent
in the matters prepared or presented, (ii) counsel, public accountants, or other
persons as to matters that the Director reasonably believes are within the
person's professional or expert competence, or (iii) a committee of the
Directors upon which the Director does not serve, duly established in accordance
with the provisions of these Regulations, as to matters within its designated
authority, which committee the Director reasonably believes to merit confidence.
A Director shall not be considered to be acting in good faith if the Director
has knowledge concerning the matter in question that would cause reliance on
information, opinions, reports, or statements that are prepared by the foregoing
persons to be unwarranted.

         (c) In determining what a Director reasonably believes to be in the
best interests of the Corporation, the Director shall consider the interests of
the shareholders and, in the Director's discretion, may consider (i) the
interests of the Corporation's employees, suppliers, creditors, and customers,
(ii) the economy of the state and nation, (iii) community and societal
considerations, and (iv) the long-term as well as short-term interests of the
Corporation and its shareholders, including the possibility that these interests
may be best served by the continued independence of the Corporation.

         (d) A Director shall be liable in damages for any action the Director
takes or fails to take as a Director only if it is proved by clear and
convincing evidence in a court of competent jurisdiction that the action or
failure to act involved an act or omission undertaken with deliberate intent to
cause injury to the Corporation or undertaken with reckless disregard for the
best interests of the Corporation. Notwithstanding the foregoing, nothing
contained in this paragraph (d) affects the liability of Directors under Section
1701.95 of the Ohio Revised Code or limits relief available under Section
1701.60 of the Ohio Revised Code.





         6.2 INDEMNIFICATION. To the fullest extent not prohibited by applicable
law, the Corporation shall indemnify each person who was or is a party or is
threatened to be made a party to, or is or was involved or is threatened to be
involved (as a deponent, witness or otherwise) in, any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, arbitrative,
administrative or investigative (including, without limitation, any threatened,
pending or completed action, suit or proceeding by or in the right of the
Corporation) (hereinafter a "Proceeding"), by reason of the fact that such
person is or was a Director of the Corporation or officer of the Corporation, or
is or was serving at the request of the Corporation as a director, trustee,
officer, employee, manager, or agent of another corporation, domestic or
foreign, nonprofit or for profit, a limited liability company, or a partnership,
joint venture, trust, or other enterprise (hereinafter an "Indemnitee"), against
all expenses (including, without limitation, attorneys' fees, filing fees, court
reporters' fees, expert witnesses' fees and transcript costs) (hereinafter
"Expenses"), judgments, fines, excise taxes assessed with respect to an employee
benefit plan, penalties and amounts paid in settlement (such judgments, fines,
excise taxes, penalties and amounts paid in settlement are hereinafter referred
to as "Liabilities") actually and reasonably incurred by the Indemnitee in
connection with any Proceeding, unless and only to the extent that it is
determined, as provided in Section 6.5, that any such indemnification should be
denied or limited. Notwithstanding the foregoing, except as to claims to enforce
rights conferred on an Indemnitee by this Article VI that may be brought,
initiated or otherwise asserted by the Indemnitee pursuant to Section 6.8, the
Corporation shall not be required by this Section 6.2 to indemnify an Indemnitee
in connection with any claim (including, without limitation, any original claim,
counterclaim, cross-claim or third-party claim) in a Proceeding, which claim is
brought, initiated or otherwise asserted by the Indemnitee, unless the bringing,
initiation or assertion of the claim in the Proceeding by the Indemnitee was
authorized or ratified by the Board of the Corporation.

         6.3 COURT-APPROVED INDEMNIFICATION. Anything contained in Section 6.2
to the contrary notwithstanding, the Corporation shall not indemnify an
Indemnitee (a) in such Indemnitee's capacity as a Director of the Corporation in
respect of any claim, issue or matter asserted in a Proceeding by or in the
right of the Corporation as to which the Indemnitee shall have been adjudged to
be liable to the Corporation for an act or omission undertaken by such
Indemnitee in such capacity with deliberate intent to cause injury to the
Corporation or with reckless disregard for the best interests of the Corporation
or (b) in any Proceeding by or in the right of the Corporation in which the only
liability is asserted pursuant to Section 1701.95 of the Ohio Revised Code
against the Indemnitee, unless and only to the extent that the court of common
pleas in the county in Ohio in which the principal office of the Corporation is
located or the court in which a Proceeding is brought (each, a "Designated
Court") shall determine, upon application of either the Indemnitee or the
Corporation, that, despite the adjudication or assertion of such liability, and
in view of all the circumstances of the case, the Indemnitee is fairly and
reasonably entitled to such indemnity as the Designated Court shall deem proper.
In the event of any such determination by the Designated Court, the Corporation
shall timely pay any indemnification determined by the Designated Court to be
proper as contemplated by this Section 6.3.




         6.4 INDEMNIFICATION FOR EXPENSES WHEN SUCCESSFUL ON THE MERITS OR
         OTHERWISE.

         (a) Anything contained in this Article VI to the contrary
notwithstanding, to the extent that an Indemnitee has been successful on the
merits or otherwise in defense of any Proceeding or in defense of any claim,
issue or matter asserted therein, the Indemnitee shall be promptly indemnified
by the Corporation against all Expenses actually and reasonably incurred by
Indemnitee in connection therewith.

         (b) Without limiting the generality of the foregoing, an Indemnitee
claiming indemnification under Section 6.4 shall be deemed to have been
successful on the merits or otherwise in defense of any Proceeding or in defense
of any claim, issue or matter asserted therein, if such Proceeding shall be
terminated as to such Indemnitee, with or without prejudice, without the entry
of a judgment or order against the Indemnitee, without a conviction of the
Indemnitee, without the imposition of a fine or penalty upon the Indemnitee, and
without the Indemnitee's payment or agreement to pay any other Liability
(whether or not any such termination is based upon a judicial or other
determination of lack of merit of the claims made against the Indemnitee or
otherwise results in a vindication of the Indemnitee).

         6.5 DETERMINATION.

         (a) Any indemnification covered by Section 6.2 and that is not
precluded by Section 6.3 shall be timely paid by the Corporation unless and only
to the extent that a determination is made that such indemnification shall be
denied or limited because (i) the Indemnitee did not act in good faith and in a
manner which the Indemnitee reasonably believed to be in or not opposed to the
best interests of the Corporation, and, with respect to any criminal Proceeding,
the Indemnitee had reasonable cause to believe that such Indemnitee's conduct
was unlawful, or (ii) the Indemnitee did not actually or reasonably incur an
Expense or Liability to be indemnified.

         (b) Any indemnification covered by Section 6.4 shall be timely paid by
the Corporation unless and only to the extent that a determination is made that
such indemnification shall be denied or limited because the Indemnitee did not
actually or reasonably incur the Expense to be indemnified.

         (c) Each determination required or permitted by this Section 6.5 may be
made only by a Designated Court.

         6.6 PRESUMPTIONS. Upon making any request for indemnification under
this Article VI, the Indemnitee shall be presumed to be entitled to
indemnification under this Article VI, and the Corporation shall have the burden
of proof in the making of any determination contrary to such presumption by
clear and convincing evidence. Without limiting the generality of the foregoing,
for purposes of this Article VI, it shall be presumed that (a) the Indemnitee
acted in good faith and in a manner which the Indemnitee reasonably believed to
be in or not opposed to the best interests of the Corporation, (b) with respect
to any criminal Proceeding, the Indemnitee had no reasonable cause to believe
that such Indemnitee's conduct was unlawful and (c) each Liability and Expense
for which indemnification is claimed was actually and reasonably incurred by the
Indemnitee. The termination of any Proceeding by judgment, order, settlement or




conviction, or upon a plea of non contendere or its equivalent, shall not, of
itself, rebut any such presumption.

         6.7 ADVANCES FOR EXPENSES. The Expenses incurred by an Indemnitee in
defending a Proceeding shall be paid by the Corporation in advance of the final
disposition of such Proceeding at the request of the Indemnitee within thirty
days after the receipt by the Corporation of a written statement or statements
from the Indemnitee requesting such advance or advances from time to time. Such
statement or statements shall reasonably evidence the Expenses incurred by the
Indemnitee in connection with the defense of the Proceeding and shall include or
be accompanied by a written undertaking by or on behalf of such Indemnitee to
repay such amount if it shall ultimately be determined that the Indemnitee is
not entitled to be indemnified by the Corporation in respect of such Expense.

         6.8 RIGHT OF INDEMNITEE TO BRING SUIT. If (a) a claim for
indemnification under this Article VI is not paid in full by the Corporation
within sixty days after a written claim has been received by the Corporation or
(b) a claim for advancement of Expenses under Section 6.7 is not paid in full by
the Corporation within thirty days after a written claim has been received by
the Corporation, the Indemnitee may at any time thereafter bring suit against
the Corporation to recover the unpaid amount of the claim and, if successful in
whole or in part, the Indemnitee shall be entitled to be indemnified for all the
Expenses actually and reasonably incurred by the Indemnitee in prosecuting such
claim in enforcing the Indemnitee's rights under this Article VI.

         6.9 NONEXCLUSIVITY. The indemnification provided by this Article VI
shall not be exclusive of, and shall be in addition to, any other rights to
which any person seeking indemnification may be entitled under the articles, the
regulations, any agreement, a vote of shareholders or disinterested Directors,
or otherwise, both as to action in such person's official capacity and as to
action in another capacity while holding such office, and shall continue as to a
person who has ceased to be a Director, officer, trustee, partner, member or
manager and shall inure to the benefit of the heirs, executors and
administrators of such a person.

         6.10 INSURANCE. The Corporation may purchase and maintain insurance, or
furnish similar protection, including but not limited to trust funds, letters of
credit, or self-insurance, for or 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, trustee, officer, employee,
partner, member, manager or agent of another corporation, limited liability
company, partnership, joint venture, trust, employee benefit plan or other
enterprise against any liability asserted against such person and incurred by
such person in any such capacity, or arising out of such person's status as
such, whether or not the Corporation would have the obligation or the power to
indemnify such person against such liability under the provisions of this
Article VI. Insurance may be purchased from or maintained with a person in which
the Corporation has a financial interest.

         6.11 VENUE; JURISDICTION.

         (a) Any action, suit or proceeding to determine a right to
indemnification under this Article VI may be maintained by an Indemnitee
claiming such indemnification or by the Corporation only in a Designated Court.
Each of the Corporation and, by claiming or accepting




such indemnification, any such Indemnitee consents to the exercise of
jurisdiction by a Designated Court in any such action, suit or proceeding.

         (b) Any action, suit or proceeding to determine (i) the obligation of
an Indemnitee under this Article VI to repay any Expenses previously advanced by
the Corporation or (ii) the obligation of the Corporation under this Article VI
to advance any Expenses may be maintained by the Corporation or by such
Indemnitee only in a Designated Court. Each of the Corporation and, by claiming
or accepting such advancements, any such Indemnitee consents to the exercise of
jurisdiction by a Designated Court in any such action, suit or proceeding.

         6.12 REFERENCES. As used in Sections 6.2 through 6.11, references to
the Corporation include all constituent entities in a consolidation or merger
and the new or surviving corporation, so that any person who is or was a
director or officer of such a constituent entity, or is or was serving at the
request of such constituent entity as a director, trustee, officer, employee,
manager, or agent of another corporation, domestic or foreign, nonprofit or for
profit, a limited liability company, or a partnership, joint venture, trust, or
other enterprise, shall stand in the same position under these sections with
respect to the new or surviving corporation as such person would if such person
had served the new or surviving corporation in the same capacity.

                                   ARTICLE VII
                             CERTIFICATE FOR SHARES

         7.1 FORM OF CERTIFICATES; SIGNATURES. Each holder of shares shall be
entitled to one or more certificates, in the form approved by the Directors,
signed by the Chairman of the Board, the President, or a Vice President and by
the Secretary, an Assistant Secretary, the Treasurer, or an Assistant Treasurer,
which shall certify the number and class of shares of the Corporation held by
the shareholder, but no certificate for shares shall be executed or delivered
until the shares are fully paid. When the certificate is countersigned by an
incorporated transfer agent or registrar, the signature of any of those officers
of the Corporation may be facsimile, engraved, stamped, or printed. Although any
officer of the Corporation whose manual or facsimile signature is affixed to the
certificate ceases to hold such office before the certificate is delivered, the
certificate nevertheless shall be effective in all respects when delivered.

         7.2 UNCERTIFICATED SHARES. The Directors may provide by resolution that
some or all of any or all classes and series of shares of the Corporation shall
be uncertificated shares, provided that the resolution shall not apply to shares
represented by a certificate until the certificate is surrendered to the
Corporation and that the resolution shall not apply to a certificated security
issued in exchange for an uncertificated security. Within a reasonable time
after the issuance or transfer of uncertificated shares, the Corporation shall
send to the registered owner of such shares a written notice containing the
information required to be set forth or stated on certificates pursuant to
division (A) of section 1701.25 of the Ohio Revised Code.

         7.3 TRANSFER AGENTS AND REGISTRARS. The Corporation may open transfer
books in any state for the purpose of transferring shares issued by it, and it
may employ agents to keep the records of its shares, or to transfer or to
register shares, or both, in any state. If no such transfer agent is appointed
by the Corporation to act in the State of Ohio, the Corporation shall keep an
office in the State of Ohio at which shares are transferable, and at which the
Corporation keeps



books in which are recorded the names and addresses of all shareholders and
all transfers of shares.

                                  ARTICLE VIII
                                  OTHER MATTERS

         8.1 COMPUTATION OF TIME FOR NOTICE. In computing the period of time for
giving notice for any purposes under these Regulations, the day on which the
notice is given shall be excluded and the day when the act for which notice is
given is to be done shall be included. Notice given by mail shall be deemed to
have been given when deposited in the mail.

         8.2 AUTHORITY TO TRANSFER AND VOTE SECURITIES. Each officer of the
Corporation is authorized to sign the name of the Corporation and to perform all
acts necessary to effect on behalf of the Corporation a sale, transfer,
assignment, or other disposition of any shares, bonds, other evidences of
indebtedness or obligations, subscription rights, warrants, or other securities
of another corporation and to issue the necessary powers of attorney. Each
officer is authorized, on behalf of the Corporation, to vote the securities, to
appoint proxies with respect thereto, to execute consents, waivers, and releases
with respect `thereto, or to cause any such action to be taken.

         8.3 CORPORATE SEAL. The Corporation may adopt a seal, as determined by
the Directors, which seal of the Corporation shall be circular in form and shall
contain the word "seal"; provided, however, that the failure to affix the
corporate seal shall not affect the validity of any instrument.

         8.4 BOOKS AND RECORDS. The Corporation shall keep correct and complete
books and records of account, together with minutes of the proceedings of its
incorporators, shareholders, Directors and committees of the Directors, and
records of its shareholders showing their names and addresses and the number and
class of shares issued or transferred of record to or by them from time to time.

         8.5 FISCAL YEAR. The fiscal year of the Corporation shall be such as
established from time to time by the Board.

         8.6 RESIGNATIONS. Any Director, member of a committee or officer may
resign at any time. Such resignation shall be made in writing and shall take
effect at the time specified therein, or if no time be specified, at the time of
its receipt by the Corporation's President or Secretary. The acceptance of a
resignation shall not be necessary to make it effective, unless expressly so
provided in the resignation.

         8.7 FACSIMILE SIGNATURES. In addition to the provisions for the use of
facsimile signatures elsewhere specifically authorized in these Regulations,
facsimile signatures of any officer or officers of the Corporation may be used
whenever and as authorized by the Board.




                                   ARTICLE IX
                                   AMENDMENTS

         These Regulations may be amended or repealed, or new Regulations may be
adopted, (i) at any meeting of shareholders called for that purpose by the
affirmative vote of the holders of record of shares entitling them to exercise a
majority of the voting power of the Corporation on such proposal or (ii) without
a meeting, by the written consent of the holders of record of shares entitling
them to exercise a majority of the voting power of the Corporation on such
proposal. If the Regulations are amended or repealed, or new Regulations are
adopted, without a meeting of the shareholders, the Secretary shall mail a copy
of the amendment or the new Regulations to each shareholder who would have been
entitled to vote thereon but did not participate in the adoption thereof.