HASTINGS MANUFACTURING CO, S-8, 1999-03-16

HASTINGS MANUFACTURING CO
S-8, 1999-03-16
MOTOR VEHICLE PARTS & ACCESSORIES

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Registration No. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________

FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

HASTINGS MANUFACTURING COMPANY
(Exact Name of Registrant as Specified in Its Charter)
__________________
MICHIGAN 38-0633740
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)

325 NORTH HANOVER STREET
HASTINGS, MICHIGAN 49058
(Address of Principal Executive Offices) (Zip Code)

HASTINGS MANUFACTURING COMPANY
STOCK OPTION AND RESTRICTED
STOCK PLAN OF 1997
(Full Title of the Plan)

THOMAS J. BELLGRAPH Copies to: STEPHEN C. WATERBURY
VICE PRESIDENT--FINANCE WARNER NORCROSS & JUDD LLP
HASTINGS MANUFACTURING COMPANY 900 OLD KENT BUILDING
325 NORTH HANOVER STREET 111 LYON STREET, N.W.
HASTINGS, MICHIGAN 49058 GRAND RAPIDS, MICHIGAN 49503-2487

(Name and Address of Agent for Service)

(616) 945-2491
(Telephone Number, Including Area Code, of Agent for Service)

<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
TITLE OF PROPOSED MAXIMUM PROPOSED MAXIMUM
SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
REGISTERED REGISTERED PER SHARE <F2> OFFERING PRICE<F2><F3> REGISTRATION FEE
<S> <C> <C> <C> <C> <C>
Common Stock, 38,000 shares<F1> $18.00 $684,000 $190.15
$2 Par Value

<PAGE>
<FN>
<F1> Plus an indeterminate number of additional shares as may be required
to be issued in the event of an adjustment as a result of an increase
in the number of issued shares of Common Stock resulting from a
subdivision of such shares, the payment of stock dividends or certain
other capital adjustments.

<F2> Estimated solely for the purpose of calculating the registration fee.

<F3> On March 10, 1999, the average of the bid and asked prices of Common
Stock of Hastings Manufacturing Company (the "Company") on the
American Stock Exchange was $18.00 per share. The registration fee is
computed in accordance with Rule 457(h) and (c).
</FN>
</TABLE>
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<PAGE>
PART II.

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents filed by Hastings Manufacturing Company
(the "Company" or the "Registrant") with the Securities and Exchange
Commission are incorporated in this registration statement by reference:

(a) The Registrant's latest annual report filed pursuant to
Section 13(a) or 15(d) of the Securities and Exchange Act of 1934
(the "Exchange Act").

(b) All other reports filed pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year
covered by the annual report referred to in (a) above.

(c) The description of the Registrant's common stock, $2
par value, which is contained in the Registrant's Registration
Statement filed under the Exchange Act, including any amendment
or report filed for the purpose of updating such description.

All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing
of a post-effective amendment that indicates that all securities offered
have been sold or that deregisters all securities remaining unsold from the
date of filing of such documents shall be deemed to be incorporated by
reference in this registration statement and to be a part of this
registration statement from the date of filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.

Not applicable.

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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Company is obligated under its Bylaws to indemnify its directors,
officers, employees and agents and persons who serve or have served at the
request of the Company as directors, officers, employees, agents or partners
of another corporation or other enterprise to the fullest extent permitted
under the Michigan Business Corporation Act (the "MBCA").

Sections 561 through 571 of the MBCA contain provisions governing
the indemnification of directors and officers by Michigan corporations. That
statute provides that a corporation has the power to indemnify a person who
was or is a party or is threatened to be made a party to a threatened, pending
or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative and whether formal or informal (other than an
action by or in the right of the corporation) by reason of the fact that he or
she is or was a director, officer, employee or agent of the corporation, or is
or was serving at the request of the corporation as a director, officer,
partner, trustee, employee or agent of another foreign or domestic corporation,
partnership, joint venture, trust or other enterprise, whether for profit or
not, against expenses (including attorneys' fees), judgments, penalties, fines
and amounts paid in settlement actually and reasonably incurred by him 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 with respect to
a criminal action or proceeding, if the person had no reasonable cause to
believe his or her conduct was unlawful. The termination of an action, suit or
proceeding by judgment, order, settlement or 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 that he or she reasonably
believed to be in or not opposed to the best interests of the corporation or
its shareholders, and, with respect to a criminal action or proceeding, had
reasonable cause to believe that his or her conduct was unlawful.

Indemnification of expenses (including attorneys' fees) and amounts
paid in settlement is permitted in derivative actions, except that
indemnification is not allowed for any claim, issue or matter in which such
person has been found liable to the corporation unless and to the extent that
a court decides indemnification is proper. To the extent that any such person
has been successful on the merits or otherwise in defense of an action, suit
or proceeding, or in defense of a claim, issue or matter in the action, suit
or proceeding, he or she shall be indemnified against actual and reasonable
expenses (including attorneys' fees) incurred by him or her in connection with
the action, suit or proceeding, and any action, suit or proceeding brought to
enforce the mandatory indemnification provided under the MBCA. The MBCA
permits partial indemnification for a portion of expenses (including
reasonable attorneys' fees), judgments, penalties, fines and amounts paid in
settlement to the extent the person is entitled to indemnification for less
than the total amount.

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A determination that the person to be indemnified meets the
applicable standard of conduct and an evaluation of the reasonableness of the
expenses incurred and amounts paid in settlement shall be made by a majority
vote of a quorum of the board of directors who are not parties or threatened to
be made parties to the action, suit or proceeding, by a majority vote of a
committee of not less than two disinterested directors, by independent legal
counsel, by all "independent directors" not parties or threatened to be made
parties to the action, suit or proceeding, or by the shareholders. An
authorization for payment of indemnification may be made by: (a) the board of
directors by (i) a majority vote of 2 or more directors who are not parties or
threatened to be made parties to the action, suit or proceeding, (ii) a
majority vote of a committee of 2 or more directors who are not
parties or threatened to be made parties to the action, suit or proceeding,
(iii) a majority vote of 1 or more "independent directors" who are not parties
or threatened to be made parties to the action, suit or proceeding, or (iv) if
the corporation lacks the appropriate persons for alternatives (i) through
(iii), by a majority vote of the entire board of directors; or (b) the
shareholders. Under the MBCA, the Company may indemnify a director without a
determination that the director has met the applicable standard of conduct
unless the director received a financial benefit to which he or she
was not entitled, intentionally inflicted harm on the corporation or its
shareholders, violated Section 551 of the MBCA (which prohibits certain
dividends, distributions and loans to insiders of the corporation), or
intentionally committed a criminal act. A director may file for a court
determination of the propriety of indemnification in any of the situations set
forth in the preceding sentence.

Under the MBCA, the Company must pay or reimburse the reasonable
expenses incurred by a director, officer, employee or agent 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 (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, and (2) the person furnishes the
corporation a written undertaking to repay the advance if it is ultimately
determined that he or she did not meet the standard of conduct, which
undertaking need not be secured.

The indemnification provisions of the MBCA are not exclusive of the
rights to indemnification under a corporation's articles of incorporation or
bylaws or by agreement. However, the total amount of expenses advanced or
indemnified from all sources combined may not exceed the amount of actual
expenses incurred by the person seeking indemnification or advancement of
expenses. The indemnification provided for under the MBCA continues as to a
person who ceases to be a director, officer, employee or agent.

The MBCA permits the Company to purchase insurance on behalf of its
directors, officers, employees and agents against liabilities arising out of
their positions with the Company, whether or not such liabilities would be

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within the above indemnification provisions. Pursuant to this authority, the
Company maintains such insurance.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS.

The following exhibits have been filed or incorporated by
reference as part of this registration statement:

EXHIBIT
NUMBER DOCUMENT

4(a) Articles of Incorporation of Hastings Manufacturing Company, as
amended to date, filed as an exhibit for the Form 10-Q Quarterly
Report for the period ended June 30, 1998, are here incorporated
by reference.

4(b) Bylaws of Hastings Manufacturing Company, as amended to date.

5(a) Opinion Regarding Legality of Securities Offered.

23(a) Consent of Warner Norcross & Judd LLP--Included in Exhibit 5(a)
and incorporated herein by reference.

23(b) Consent of BDO Seidman LLP.

24 Powers of Attorney.

ITEM 9. UNDERTAKINGS.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement to:

(i) include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933 (the
"Securities Act");

5
<PAGE>
(ii) reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the registration statement; and

(iii) include any material information with
respect to the plan of distribution not previously
disclosed in the registration statement or any material
change to such information in the registration
statement;

PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission
by the Registrant pursuant to Section 13 or 15(d) of the
Exchange Act that are incorporated by reference in the
registration statement.

(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment
shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
BONA FIDE offering thereof.

(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
that remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the Registrant's annual report pursuant to Section
13(a) or 15(d) of the Exchange Act that is incorporated by
reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial BONA FIDE offering thereof.

(c) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.

6
<PAGE>
In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of
the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication
of such issue.

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<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Hastings, State of Michigan, on
this 9th day of February, 1999.

HASTINGS MANUFACTURING
COMPANY

By /S/THOMAS J. BELLGRAPH
Thomas J. Bellgraph
Vice President--Finance
(Principal Financial and Accounting
Officer)

Pursuant to the requirements of the Securities Act of 1933, this
Form S-8 Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.

SIGNATURE TITLE DATE

/S/ANDREW F. JOHNSON Co-Chief Executive February 9, 1999
Andrew F. Johnson Officer, President/
Operations and
Director

/S/MARK R. S. JOHNSON Co-Chief Executive February 9, 1999
Mark R. S. Johnson Officer, President/
Marketing and
Director

/S/DALE W. KOOP Vice President/ February 9, 1999
Dale W. Koop Engineering and
Director

/S/MONTY C. BENNETT Vice President/ February 9, 1999
Monty C. Bennett Employee Relations,
Secretary and Director

8
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SIGNATURE TITLE DATE

/S/DOUGLAS A. DECAMP President and Chief February 9, 1999
Douglas A. DeCamp Executive Officer
FHI, Inc., Hastings,
MI and Director

/S/WILLIAM R. COOK President, Pidgas, February 9, 1999
William R. Cook Inc., Hastings, MI
and Director

/S/NEIL A. GARDNER Executive Vice February 9, 1999
Neil A. Gardner President, Hastings
City Bank, Hastings,
MI and Director

/S/RICHARD L. FOSTER Director February 9, 1999
Richard L. Foster

9
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EXHIBIT INDEX

EXHIBIT
NUMBER DOCUMENT

4(a) Articles of Incorporation of Hastings Manufacturing Company,
as amended to date, filed as an exhibit for the Form 10-Q
Quarterly Report for the period ended June 30, 1998, are
here incorporated by reference.

4(b) Bylaws of Hastings Manufacturing Company, as amended to
date.

5(a) Opinion Regarding Legality of Securities Offered.

23(a) Consent of Warner Norcross & Judd LLP--Included in Exhibit
5(a) and incorporated herein by reference.

23(b) Consent of BDO Seidman LLP.

24 Powers of Attorney.

<PAGE>
EXHIBIT 4(b)

HASTINGS MANUFACTURING COMPANY

(A Michigan Corporation)

BYLAWS

<PAGE>
HASTINGS MANUFACTURING COMPANY

(A Michigan Corporation)

BYLAWS

TABLE OF CONTENTS
PAGE

ARTICLE I - OFFICES. . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE II - MEETINGS OF SHAREHOLDERS. . . . . . . . . . . . . . . . 1

Section 1. Times and Places of Meetings . . . . . . . . . . 1
Section 2. Annual Meetings. . . . . . . . . . . . . . . . . 1
Section 3. Special Meetings . . . . . . . . . . . . . . . . 1
Section 4. Notice of Meetings . . . . . . . . . . . . . . . 1
Section 5. Shareholder List . . . . . . . . . . . . . . . . 2
Section 6. Quorum . . . . . . . . . . . . . . . . . . . . . 2
Section 7. Vote Required. . . . . . . . . . . . . . . . . . 2
Section 8. Voting Rights. . . . . . . . . . . . . . . . . . 2
Section 9. Proxies . . . . . . . . . . . . . . . . . . . . 3
Section 10. Waiver of Notice . . . . . . . . . . . . . . . . 3
Section 11. Shareholder Proposals . . . . . . . . . . . . . 4
Section 12. Nominations of Director Candidates . . . . . . . 5
Section 13. Adjournments . . . . . . . . . . . . . . . . . . 6
Section 14. Conduct of Meetings. . . . . . . . . . . . . . . 6
Section 15. Inspectors of Election . . . . . . . . . . . . . 7
Section 16. Business Transacted. . . . . . . . . . . . . . . 7

ARTICLE III - DIRECTORS. . . . . . . . . . . . . . . . . . . . . . . 8

Section 1. Number and Term of Directors . . . . . . . . . . 8
(a) Number of Directors. . . . . . . . . . . . . . . 8
(b) Classification . . . . . . . . . . . . . . . . . 8
(c) Vacancies and Newly Created Directorships. . . . 8
(d) Amendment. . . . . . . . . . . . . . . . . . . . 8
Section 2. Qualifications of Directors. . . . . . . . . . . 9
Section 3. Powers . . . . . . . . . . . . . . . . . . . . . 9
Section 4. Resignation. . . . . . . . . . . . . . . . . . . 9
Section 5. Removal. . . . . . . . . . . . . . . . . . . . . 9
Section 6. Compensation of Directors . . . . . . . . . . . 9
Section 7. Places of Meetings . . . . . . . . . . . . . . . 10
Section 8. First Meeting of Newly Elected Board . . . . . . 10
Section 9. Regular Meetings . . . . . . . . . . . . . . . . 10
Section 10. Special Meetings . . . . . . . . . . . . . . . . 10
Section 11. Notice of Meetings . . . . . . . . . . . . . . . 10

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PAGE

Section 12. Waiver of Notice . . . . . . . . . . . . . . . . 10
Section 13 Purpose of Meetings . . . . . . . . . . . . . . 11
Section 14. Quorum . . . . . . . . . . . . . . . . . . . . . 11
Section 15. Action Without a Meeting . . . . . . . . . . . . 11
Section 16. Meeting by Telephone or Similar Equipment. . . . 11

ARTICLE IV - COMMITTEES OF DIRECTORS . . . . . . . . . . . . . . . . 11

Section 1. General. . . . . . . . . . . . . . . . . . . . . 11
Section 2. Executive Committee. . . . . . . . . . . . . . . 12
Section 3. Audit Committee. . . . . . . . . . . . . . . . . 12
Section 4. Compensation Committee . . . . . . . . . . . . . 12
Section 5. Nominating Committee . . . . . . . . . . . . . . 12
Section 6. Other Committees . . . . . . . . . . . . . . . . 13
Section 7. Committee Meetings . . . . . . . . . . . . . . . 13

ARTICLE V - OFFICERS . . . . 13
Section 1. Appointment. . . . . . . . . . . . . . . . . . . 13
Section 2. Term, Removal or Resignation . . . . . . . . . . 13
Section 3.(a) Central Staff. . . . . . . . . . . . . . . . . . 13
(b) Divisional Officers. . . . . . . . . . . . . . . 14
Section 4. Qualifications of Officers . . . . . . . . . . . 14
Section 5. Chairman of the Board. . . . . . . . . . . . . . 14
Section 6. President or Presidents. . . . . . . . . . . . . 14
Section 7. Chief Executive Officer or Officers. . . . . . . 14
Section 8. Chief Operating Officer. . . . . . . . . . . . . 15
Section 9. Vice Presidents. . . . . . . . . . . . . . . . . 15
Section 10. Secretary. . . . . . . . . . . . . . . . . . . . 15
Section 11. Treasurer. . . . . . . . . . . . . . . . . . . . 15
Section 12. Assistant Secretary and Assistant
Treasurer. . . . . . . . . . . . . . . . . . . . 16
Section 13. Other Officers . . . . . . . . . . . . . . . . . 16

ARTICLE VI - INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . 16

Section 1. Indemnification in Action by Third Party . . . . 16
Section 2. Indemnification in Action by or in Right
of the Corporation . . . . . . . . . . . . . . . 17
Section 3. Expenses . . . . . . . . . . . . . . . . . . . . 17
Section 4. Authorization of Indemnification . . . . . . . . 17
Section 5. Advances . . . . . . . . . . . . . . . . . . . . 19
Section 6. Other Indemnification Agreements . . . . . . . . 20
Section 7. Insurance . . . . . . . . . . . . . . . . . . . 20
Section 8. Constituent Corporation . . . . . . . . . . . . 20
Section 9. Partial Indemnification. . . . . . . . . . . . . 20

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PAGE

Section 10. Savings Clause . . . . . . . . . . . . . . . . . 20
Section 11. Definitions. . . . . . . . . . . . . . . . . . . 21
Section 12. Construction . . . . . . . . . . . . . . . . . . 21

ARTICLE VII - SUBSIDIARIES . . . . . . . . . . . . . . . . . . . . . 21

Section 1. Subsidiaries . . . . . . . . . . . . . . . . . . 21
Section 2. Subsidiary Officers Not Executive Officers . . . 22

ARTICLE VIII - CERTIFICATES OF STOCK . . . . . . . . . . . . . . . . 22

Section 1. Form . . . . . . . . . . . . . . . . . . . . . . 22
Section 2. Facsimile Signature. . . . . . . . . . . . . . . 22
Section 3. Lost Certificates. . . . . . . . . . . . . . . . 22
Section 4. Transfers of Stock . . . . . . . . . . . . . . . 22
Section 5. Fixing of Record Date by Board . . . . . . . . . 23
Section 6. Provision for Record Date in the Absence
of Board Action. . . . . . . . . . . . . . . . . 23
Section 7. Adjournments . . . . . . . . . . . . . . . . . . 23
Section 8. Registered Shareholders. . . . . . . . . . . . . 23

ARTICLE IX - GENERAL PROVISIONS. . . . . . . . . . . . . . . . . . . 23

Section 1. Dividends. . . . . . . . . . . . . . . . . . . . 23
Section 2. Reserves . . . . . . . . . . . . . . . . . . . . 24
Section 3. Checks . . . . . . . . . . . . . . . . . . . . . 24
Section 4. Fiscal Year. . . . . . . . . . . . . . . . . . . 24
Section 5. Seal . . . . . . . . . . . . . . . . . . . . . . 24
Section 6. Signing of Instruments . . . . . . . . . . . . . 24
Section 7. Corporate Books and Records. . . . . . . . . . . 24
Section 8. Written Waiver of Notice . . . . . . . . . . . . 24

ARTICLE X - AMENDMENTS . . . . . . . . . . . . . . . . . . . . . . . 25

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<PAGE>

B Y L A W S

HASTINGS MANUFACTURING COMPANY

ARTICLE I

OFFICES

The Corporation may have offices at such places, both within and
without the State of Michigan as the Board of Directors may from time to
time determine or the business of the Corporation may require.

ARTICLE II

MEETINGS OF SHAREHOLDERS

SECTION 1. TIMES AND PLACES OF MEETINGS. All meetings of the
shareholders shall be held, except as otherwise provided by statute or
these Bylaws, at such time and place as may be fixed from time to time by
the Board of Directors.

SECTION 2. ANNUAL MEETINGS. Annual meetings of the shareholders
shall be held at the principal office of the Corporation in the City of
Hastings, State of Michigan, at a date designated by the Board of Directors
from time to time, between February 1 and June 1 of each year. Annual
meetings shall be held to elect, by a plurality vote, successors to those
members of the Board of Directors whose terms expire at the meeting and to
transact only such other business as may be properly brought before the
meeting in accordance with these Bylaws.

SECTION 3. SPECIAL MEETINGS. Special meetings of the shareholders
may be called by an executive officer whenever directed by the Board of
Directors, or by the Chief Executive Officer. Such request shall state the
purpose of the proposed meeting. Special meetings of shareholders may be
held within or without the State of Michigan as shall be stated in the
notice of the meeting or in a duly executed waiver of notice thereof.

SECTION 4. NOTICE OF MEETINGS. Written notice of the date, time,
place, and purposes of a shareholder meeting shall be given not less than
10 nor more than 60 days before the date of the meeting, either personally
or by mail, to each shareholder of record entitled to vote at the meeting.
Except as provided by law or to the extent that a shareholder proposal

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submitted pursuant to Article II, Section 11(b) is not made available for
inclusion at the time of mailing, notice of the purposes of the meeting
shall include notice of any shareholder proposals that are proper subjects
for shareholder action and are intended to be presented by shareholders who
have notified the Corporation in writing of their intention to present the
proposals at the meeting in accordance with these bylaws.

SECTION 5. SHAREHOLDER LIST. The officer or agent who has charge of
the stock ledger of the Corporation shall prepare and make before every
meeting of shareholders, a complete list of the shareholders entitled to
vote at the meeting, arranged by class or series in alphabetical order,
showing the address of and the number of shares registered in the name of
each shareholder. Such list shall be open to the examination of any
shareholder, for any purpose germane to the meeting, during the whole time
thereof, and may be inspected by any shareholder who is present. Such list
shall be prima facie evidence as to the shareholders who are entitled to
examine the list. Failure to comply with the requirements of this section
shall not affect the validity of an action taken at the meeting before a
shareholder makes a demand to comply with the requirements.

SECTION 6. QUORUM. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented
by proxy, shall constitute a quorum at all meetings of the shareholders for
the transaction of business, except as otherwise provided by statute or by
the Articles of Incorporation. Once a quorum is present, the shareholders
present in person or by proxy at such meeting may continue to do business
until adjournment, notwithstanding the withdrawal of enough shareholders to
leave less than a quorum. Whether or not a quorum is present, the meeting
may be adjourned by a vote of the shares present.

Except when the holders of a class or series of shares are
entitled to vote separately on an item of business, shares of all classes
and series entitled to vote shall be combined as a single class and series
for the purpose of determining a quorum. When the holders of a class or
series of shares are entitled to vote separately on an item of business,
shares of that class or series entitled to cast a majority of the votes of
that class or series at a meeting constitute a quorum of that class or
series at that meeting, unless a greater or lesser quorum is provided by
statute or the Articles of Incorporation.

SECTION 7. VOTE REQUIRED. An action, other than the election of
directors, to be taken by shareholder vote shall be authorized by a
majority of the votes cast by shareholders entitled to vote on the action,
unless a greater vote is required by statute, the Articles of
Incorporation, or these bylaws. Unless the Articles of Incorporation
provide otherwise, directors shall be elected by a plurality of votes cast.
Shareholders may not cumulate their votes.

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SECTION 8. VOTING RIGHTS. Except as otherwise provided by the
Articles of Incorporation or the resolution or resolutions of the Board of
Directors creating any class of stock, each shareholder shall at every
meeting of shareholders be entitled to one (1) vote in person or by proxy
for each share of the capital stock having voting power held by such
shareholder. In all elections for directors the vote shall be taken by
ballot.

SECTION 9. PROXIES. A shareholder entitled to vote at a shareholder
meeting or to express consent or dissent without a meeting may authorize
one or more other persons to act for the shareholder by proxy only by the
following methods:

(a) The execution of a writing authorizing another person
or persons to act for the shareholder as proxy. Execution may be
accomplished by the shareholder or by an authorized officer,
director, employee, or agent of the shareholder by either signing
the writing or causing his or her signature to be affixed to the
writing by any reasonable means including, but not limited to,
facsimile signature;

(b) Transmitting or authorizing the transmission of a
telegram, cablegram, or other means of electronic transmission to
the person who will hold the proxy or to a proxy solicitation
firm, proxy support service organization, or similar agent fully
authorized by the person who will hold the proxy to receive that
transmission. Any telegram, cablegram, or other means of
electronic transmission must either set forth or be submitted
with information from which it can be determined that the
telegram, cablegram, or other electronic transmission was
authorized by the shareholder. If a telegram, cablegram, or
other electronic transmission is determined to be valid, the
inspectors, or, if there are no inspectors, the persons making
the determination shall specify the information upon which they
relied.

A copy, facsimile telecommunication, or other reliable
reproduction of the writing or transmission created pursuant to subsections
(a) or (b) may be substituted or used in lieu of the original writing or
transmission for any purpose for which the original writing or transmission
could be used, if the copy, facsimile telecommunication, or other
reproduction is a complete reproduction of the entire original writing or
transmission.

A proxy is not valid after the expiration of three years from its
date unless otherwise provided in the proxy. A proxy must be filed with
the Corporation at or before the meeting.

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SECTION 10. WAIVER OF NOTICE. A shareholder or a shareholder's
attorney-in-fact may waive the shareholder's right to notice before or
after a meeting by a signed waiver of notice. A shareholder's attendance
at a meeting will result in a waiver of objection to:

(a) lack of notice or defective notice of the meeting,
unless the shareholder at the beginning of the meeting objects to
holding the meeting or transacting business at the meeting; and

(b) consideration of a particular matter at the meeting
that is not within the purposes described in the meeting notice,
unless the shareholder objects to considering the matter when it
is presented.

SECTION 11. SHAREHOLDER PROPOSALS. Except as otherwise provided by
statute, the Articles of Incorporation, or these Bylaws:

(a) No matter may be presented for shareholder action at an
annual or special meeting of shareholders unless such matter is: (i)
specified in the notice of the meeting (or any supplement to the
notice) given by or at the direction of the Board of Directors; (ii)
otherwise presented at the meeting by or at the direction of the Board
of Directors; (iii) properly presented for action at the meeting by a
shareholder in accordance with the notice provisions set forth in this
Section and any other applicable requirements; or (iv) a procedural
matter presented, or accepted for presentation, by the Chairman of the
meeting in his or her sole discretion.

(b) For a matter to be properly presented by a shareholder, the
shareholder must have given timely notice of the matter in writing to
the Secretary of the Corporation. To be timely, the notice must be
delivered to or mailed to and received at the principal executive
offices of the Corporation not less than 120 calendar days prior to
the date corresponding to the date of the Corporation's proxy
statement or notice of meeting released to shareholders in connection
with the last preceding annual meeting of shareholders in the case of
an annual meeting (unless the Corporation did not hold an annual
meeting within the last year, or if the date of the upcoming annual
meeting changed by more than 30 days from the date of the last
preceding meeting, then the notice must be delivered or mailed and
received not more than seven days after the earlier of the date of the
notice of the meeting or public disclosure of the date of the
meeting), and not more than seven days after the earlier of the date
of the notice of the meeting or public disclosure of the date of the
meeting in the case of a special meeting. The notice by the
shareholder must set forth: (i) a brief description of the matter the
shareholder desires to present for shareholder action; (ii) the name

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and record address of the shareholder proposing the matter for
shareholder action; (iii) the class and number of shares of capital
stock of the Corporation that are beneficially owned by the
shareholder; and (iv) any material interest of the shareholder in the
matter proposed for shareholder action.

(c) The shareholder proposal, together with any accompanying
supporting statement, shall not in the aggregate exceed 500 words.
Except to the extent that a shareholder proposal submitted pursuant to
this Section is not made available at the time of mailing, the notice
of the purposes of the meeting shall include the name and address of
and the number of shares of the voting security held by the proponent
of each shareholder proposal.

(d) A shareholder may submit matters and proposals for
shareholder action at any annual or special shareholder meeting if the
matters and proposals are of general concern to, and are proper
subjects for action by, the shareholders. A submitted proposal or
matter may not be presented for shareholder action if it: (i) relates
to the enforcement of a personal claim or the redress of a personal
grievance against the Corporation, its management, or any other
person; (ii) consists of a recommendation, request, or mandate that
action be taken with respect to a matter, including a general
economic, political, racial, religious, social, or similar cause, that
is not significantly related to the Corporation's business or is not
within the Corporation's power to effectuate; (iii) has, at the
shareholder's request, previously been submitted in either of the last
two annual shareholder meetings and the shareholder has failed to
present the proposal, in person or by proxy, for action at the
meeting; (iv) is substantially similar to a matter or proposal
presented within the preceding five calendar years: (A) if it was
submitted once during the past five annual meetings and it received
less than 3% of the total votes cast, or (B) if it was submitted twice
during the past five annual meetings and it received less than 6% of
the total votes cast at the time of its second submission, or (C) if
it was submitted three times during such period and it received less
than 10% of the votes cast at the time of its third submission (if any
of (A), (B) or (C) apply, the proposal may not be presented for three
years after the latest previous submission); or (v) consists of a
recommendation or request that the management take action with respect
to a matter relating to the conduct of the Corporation's ordinary
business operations.

(e) Notwithstanding the above, if the Corporation is subject to
the solicitation rules and regulations of the Securities Exchange Act
of 1934, as amended, and the shareholder desires to require the
Corporation to include the shareholder's proposal in the Corporation's

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proxy materials, matters and proposals submitted for inclusion in the
Corporation's proxy materials shall be governed by those rules and
regulations.

SECTION 12. NOMINATIONS OF DIRECTOR CANDIDATES. Except as otherwise
provided by statue or the Articles of Incorporation:

(a) Nominations of candidates for election to the Board of
Directors of the Corporation at any annual meeting of
shareholders or at any special meeting of shareholders called for
election of directors (an "Election Meeting") may be made by the
Board of Directors or by a shareholder of record of shares of a
class entitled to vote at such Election Meeting.

(b) Nominations made by the Board of Directors shall be
made at a meeting of the Board of Directors, or by written
consent of directors in lieu of a meeting, not less than 20 days
prior to the date of an Election Meeting.

(c) A shareholder of record of shares of a class entitled
to vote at an Election Meeting may make a nomination at an
Election Meeting if, and only if, such shareholder shall have
first delivered, not less than 120 days prior to the date of the
Election Meeting in the case of an annual meeting, and not more
than seven days following the date of notice of the Election
Meeting in the case of a special meeting, a notice to the
Secretary of the Corporation setting forth with respect to each
proposed nominee: (i) the name, age, business address, and
residence address of such nominee; (ii) the principal occupation
or employment of such nominee; (iii) the number of shares of
capital stock of the Corporation that are beneficially owned by
such nominee; (iv) a statements that such nominee is willing to
be nominated; and (v) such other information concerning such
nominee as would be required under the rules of the Securities
and Exchange Commission in a proxy statement soliciting proxies
for the election of such nominee.

(d) If the Chairperson of the Election Meeting determines
that a nomination was not made in accordance with the foregoing
procedures, such nomination shall be void and all votes cast in
favor of election of a person so nominated shall be disregarded.

SECTION 13. ADJOURNMENTS. If a meeting is adjourned, it is not
necessary to give notice of the adjourned meeting if (a) the date, time,
and place to which the meeting is adjourned are announced at the meeting at
which the adjournment is taken, and (b) at the adjourned meeting only such
business is transacted as might have been transacted at the original

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meeting. If after the adjournment the Board of Directors fixes a new
record date for the adjourned meeting, a notice of the adjourned meeting
shall be given in accordance with Section 4 of this Article.

SECTION 14. CONDUCT OF MEETINGS. Shareholder meetings shall be
conducted as follows:

(a) The chairperson of the meeting shall determine the
order of business and shall have the authority to establish rules
for the conduct of the meeting.

(b) The chairperson of the meeting shall announce at the
meeting when the polls close for each matter voted upon. If no
announcement is made, the polls shall close upon the final
adjournment of the meeting. After the polls close, no ballots,
proxies, or votes nor any revocations or changes to ballots,
proxies, or votes may be accepted.

(c) When the chairperson has declared the polls to be
closed on all matters then before a meeting, the chairperson may
declare the meeting to be adjourned pending determination of the
results by the inspectors of election. In such event, the
meeting shall be considered adjourned for all purposes, and the
business of the meeting shall be finally concluded upon delivery
of the final report of the inspectors of election to the
chairperson at or after the meeting.

(d) When the chairperson determines that no further matters
may properly come before a meeting, he or she may declare the
meeting to be adjourned, without motion, second, or vote of the
shareholders.

(e) When the chairperson has declared a meeting to be
adjourned, unless the chairperson has declared the meeting to be
adjourned until a later date, no further business may properly be
considered at the meeting even though shareholders or holders of
proxies representing a quorum may remain at the site of the
meeting.

(f) The chairperson of the meeting shall have absolute
authority over matters of procedure and there shall be no appeal
from the ruling of the chairperson. If, in his or her absolute
discretion, the chairperson deems it advisable to dispense with
the rules of parliamentary procedure as to any one meeting of
shareholders or part thereof, the chairperson shall so state and
shall clearly state the rules under which the meeting or
appropriate part thereof shall be conducted.

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(g) If disorder should arise that, in the absolute
discretion of the chairperson, prevents the continuation of the
legitimate business of the meeting, the chairperson may quit the
chair and announce the adjournment of the meeting; and upon his
or her so doing, the meeting is immediately adjourned without the
necessity of any vote or further action of the shareholders.

(h) The chairperson may require anyone not a bona fide
shareholder of record on the record date, or a validly appointed
proxy of such a shareholder, to leave the meeting.

(i) The chairperson may introduce nominations, resolutions,
or motions submitted by the Board of Directors for consideration
by the shareholders without a motion or second. Except as the
chairperson shall direct, a resolution or motion not submitted by
the Board of Directors shall be considered for vote only if
proposed by a shareholder of record on the record date or a
validly appointed proxy of such a shareholder and seconded by
such a shareholder or proxy other than the individual who
proposed the resolution or motion.

SECTION 15. INSPECTORS OF ELECTION. The Board of Directors or, if
they shall not have so acted, the Chief Executive Officer, may appoint, at
or prior to any meeting of shareholders, one or more persons (who may be
employees of the Corporation) to serve as inspectors of election. The
inspectors so appointed shall determine the number of shares outstanding
and the voting power of each, the shares represented at the meeting, the
existence of a quorum, the validity and effect of proxies, and shall
receive votes or ballots, hear and determine challenges and questions
arising in connection with the right to vote, count and tabulate votes or
ballots, determine the result, and do such acts as are proper to conduct
the election or vote with fairness to all shareholders.

SECTION 16. BUSINESS TRANSACTED. The business effectively transacted
at a shareholder meeting shall be confined to the following: (a) any
matter specified in the notice or reasonably related to a matter specified
in the notice; and (b) any matter (i) the consideration of which is not
objected to by any shareholder attending the meeting, and (ii) notice of
which is waived by each shareholder not attending the meeting.

ARTICLE III

DIRECTORS

SECTION 1. NUMBER AND TERM OF DIRECTORS. Members of the Board of
Directors of the Corporation shall be selected, replaced and removed as
follows:

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(a) NUMBER OF DIRECTORS. The number of the directors of
the Corporation shall be fixed from time to time by resolution
adopted by the affirmative vote of at least eighty percent (80%)
of the entire Board of Directors but shall not be less than nine
(9) nor more than twelve (12).

(b) CLASSIFICATION. The Board of Directors, other than
those who may be elected by the holders of any class or series of
stock having a preference over the common stock as to dividend or
upon liquidation, shall be divided into three classes as nearly
equal in number as possible, with the term of office of one class
expiring each year. At each annual meeting of the shareholders,
the successors of the class of directors whose term expires at
that meeting shall be elected to hold office for a term expiring
at the annual meeting of shareholders held in the third year
following the year of their election.

(c) VACANCIES AND NEWLY CREATED DIRECTORSHIPS. Subject to
the rights of the holders of any series of preferred stock then
outstanding, any vacancy occurring in the Board of Directors
caused by resignation, removal, death, disqualification or other
incapacity, and any newly created directorships resulting from an
increase in the number of directors, shall be filled by a
majority vote of directors then in office, whether or not a
quorum. Each director chosen to fill a vacancy or a newly
created directorship shall hold office until the next election of
directors by the shareholders. When the number of directors is
changed, any newly created or eliminated directorships shall be
so apportioned among the classes as to make all classes as nearly
equal in number as possible. No decrease in the number of
directors constituting the Board of Directors shall shorten the
term of any incumbent director.

(d) AMENDMENT. Notwithstanding Article X or any other
provision of these Bylaws, the provisions of this Section 1 of
Article III of the Bylaws of this Corporation shall not be
amended, altered, modified or repealed except upon the
affirmative vote of a majority of the outstanding shares of stock
of the Corporation entitled to vote in elections of directors;
provided, however, that the foregoing provisions regarding
shareholder approval of any amendment to or alteration,
modification or repeal of this Section 1 of Article III of the
Bylaws shall not apply to any amendment, alteration, modification
or repeal which has been approved by the affirmative vote of
eighty percent (80%) of the entire Board of Directors, which
shall include the affirmative vote of at least one (1) director
of each class of the Board of Directors.

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SECTION 2. QUALIFICATIONS OF DIRECTORS. All directors of this
Corporation shall be and remain at all times shareholders thereof. A
director shall cease to be qualified as such upon sale or transfer of all
of his holdings in the Corporation.

SECTION 3. POWERS. The business of the Corporation shall be managed
by its Board of Directors, which may exercise all such powers of the
Corporation and do all such lawful acts and things as are not by statute or
by the Articles of Incorporation or by these Bylaws directed or required to
be exercised or done by the shareholders.

SECTION 4. RESIGNATION. Any director may resign at any time and such
resignation shall take effect upon receipt of written notice thereof by the
Corporation, or at such subsequent time as set forth in the notice of
resignation.

SECTION 5. REMOVAL. Any director may be removed from office at any
time, but only for cause, and only if removal is approved as set forth
below.

Except as may be provided otherwise by law, cause for removal
shall be construed to exist only if: (i) the director whose removal is
proposed has been convicted of a felony by a court of competent
jurisdiction and such conviction is no longer subject to direct appeal;
(ii) such director has been adjudicated by a court of competent
jurisdiction to be liable for negligence, or misconduct, in the performance
of his duty to the Corporation in a matter of substantial importance to the
Corporation and such adjudication is no longer subject to a direct appeal;
(iii) such director has become mentally incompetent, whether or not so
adjudicated, which mental incompetency directly affects his ability as a
director of the Corporation; or (iv) the director's actions or failure to
act are deemed by the Board of Directors to be in derogation of the
director's duties.

Removal for cause, as cause is defined in (i) and (ii) above,
must be approved by at least a majority of the total number of directors or
by at least a majority vote of the shares of the Corporation then entitled
to be voted at an election for that director, and the action for removal
must be brought within one year of such conviction or adjudication.
Removal for cause, as cause is defined in (iii) and (iv) above, must be
approved by at least two-thirds (2/3) of the total number of directors.
For purposes of this paragraph, the total number of directors will not
include the director who is the subject of the removal determination, nor
will such director be entitled to vote thereon.

SECTION 6. COMPENSATION OF DIRECTORS. Each director who is not a
salaried officer of the Corporation may receive as compensation for his

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services in that capacity such sums and such benefits as shall from time to
time be determined by the Board of Directors, plus traveling expenses and
other expenses necessary for attendance at regular or special meetings of
the Board of Directors and committees of the board. Members of special or
standing committees may be allowed like compensation for attending
committee meetings. Nothing herein shall be construed to preclude any
director from serving the Corporation in any other capacity and receiving
compensation therefor.

SECTION 7. PLACES OF MEETINGS. The Board of Directors of the
Corporation may hold meetings, both regular and special, either within or
without the State of Michigan.

SECTION 8. FIRST MEETING OF NEWLY ELECTED BOARD. The first meeting
of each newly elected Board of Directors shall be held following the annual
meeting of shareholders, and no notice of such meeting shall be necessary
to the newly elected directors in order to legally constitute the meeting,
provided a quorum shall be present. In the event such meeting is not held
immediately following the annual meeting of shareholders, the meeting may
be held at such time and place as shall be specified in a notice given as
hereinafter provided for special meetings of the Board of Directors, or as
shall be specified in a written waiver signed by all of the directors.

SECTION 9. REGULAR MEETINGS. Regular meetings of the Board of
Directors shall be held at the date, time, and place that the Board
determines. A notice to directors is not required for a regular meeting,
except that, when the Board of Directors establishes or thereafter changes
the schedule of regular meetings, or changes the date, time, or place of a
previously scheduled regular meeting, notice of the action shall be given
to each director who was absent from the meeting at which the action was
taken.

SECTION 10. SPECIAL MEETINGS. The Chairperson, the President, or
directors constituting at least one-third of the directors then in office
may call a special meeting of the Board of Directors by giving notice to
each director.

SECTION 11. NOTICE OF MEETINGS. Except as otherwise provided by
these bylaws, notice of the date, time, and place of each meeting of the
Board of Directors shall be given to each director by either of the
following methods:

(a) by mailing a written notice of the meeting to the
address that the director designates or, in the absence of
designation, to the last known address of the director, at least
five days before the date of the meeting; or

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(b) by delivering a written notice of the meeting to the
director at least one full business day before the meeting,
personally or by telecopier or telex, to the director's last
known office or home.

SECTION 12. WAIVER OF NOTICE. A director's attendance at or
participation in a meeting waives any required notice to the director of
the meeting, unless, at the beginning of the meeting or promptly upon the
director's arrival, the director objects to holding the meeting or
transacting business at the meeting and does not thereafter vote for or
assent to any action taken at the meeting. A director may waive notice in
writing before or after a meeting.

SECTION 13. PURPOSE OF MEETINGS. Neither the business to be
transacted nor the purpose of a regular or special meeting need be
specified in the notice or waiver of notice of the meeting. If the purpose
is stated in the notice, the business transacted at the meeting is not
limited to the purpose stated.

SECTION 14. QUORUM. At all meetings of the board a majority of the
directors then in office, or of a committee of the Board of Directors,
shall constitute a quorum for the transaction of business, and the acts of
a majority of the directors present at any meeting at which there is a
quorum shall be acts of the Board of Directors except as may be otherwise
specifically provided by statute or by the Articles of Incorporation or, in
the case of a committee, the board resolution establishing such committee.
If a quorum shall not be present at any meeting of the Board of Directors,
the directors present thereat may adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall
be present.

SECTION 15. ACTION WITHOUT A MEETING. Unless otherwise restricted by
the Articles of Incorporation or these Bylaws, any action required or
permitted to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting if, before or after the
action, all members of the board or of such committee, as the case may be,
consent thereto in writing and such written consent is filed with the
minutes or proceedings of the board or committee. The consent has the same
effect as a vote of the Board of Directors for all purposes.

SECTION 16. MEETING BY TELEPHONE OR SIMILAR EQUIPMENT. The Board of
Directors or any committee designated by the Board of Directors may
participate in a meeting of such board or committee, by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and participation in a
meeting pursuant to this section shall constitute presence in person at
such meeting.

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ARTICLE IV

COMMITTEES OF DIRECTORS

SECTION 1. GENERAL. The board may designate one or more directors
as alternate members of a committee, who may replace an absent or
disqualified member at a meeting of the committee. Unless prohibited by
the board resolution creating the committee, in the absence or
disqualification of a committee member, the committee members present at a
meeting and not disqualified from voting, whether or not they constitute a
quorum, unanimously may appoint another director to act at the meeting in
the place of the absent or disqualified member. A committee, to the extent
provided in the board resolution creating the committee or these Bylaws,
may exercise all of the board's power and authority in the management of
the business and affairs of the Corporation, except that a committee may
not: (i) amend the Articles of Incorporation, except that a committee may
prescribe the relative rights and preferences of a series of a class of
shares for which the Board of Directors has such authority under the
Articles of Incorporation; (ii) adopt an agreement of merger or
consolidation; (iii) recommend to shareholders the sale, lease, or exchange
of all or substantially all of the Corporation's property and assets;
(iv) recommend to the shareholders a dissolution of the Corporation or a
revocation of a dissolution; (v) amend the bylaws of the Corporation; or
(vi) fill vacancies in the Board of Directors. Unless a resolution of the
Board of Directors expressly so provides, a committee may not declare a
distribution or dividend or authorize the issuance of stock. A committee
exists, and each member serves, at the pleasure of the board. A committee
may establish a time and place for regular meetings, for which no notice is
required, except that, if the committee changes the date, time, or place of
a regular meeting, notice of the change shall be given to each member who
was absent from the meeting at which the change was made. Otherwise, a
notice of a committee meeting shall be given in the same manner as a notice
of a board meeting.

SECTION 2. EXECUTIVE COMMITTEE. The Board of Directors may appoint
an Executive Committee whose membership shall consist of such members of
the Board of Directors as it may deem advisable from time to time to serve
during the pleasure of the board. The Board of Directors may also appoint
directors to serve as alternates for members of the committee in the
absence or disability of regular members. The Board of Directors may fill
any vacancies as they occur. The Executive Committee shall have and may
exercise the powers of the Board of Directors in the management of the
business affairs and property of the Corporation during the intervals
between meetings of the Board of Directors, subject to law and to such
limitations and control as the Board of Directors may impose from time to
time.

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SECTION 3. AUDIT COMMITTEE. The Audit Committee, if there be one,
shall cause a suitable examination of the financial records and operations
of the Corporation and its subsidiaries to be made by the Corporation. The
Audit Committee shall also recommend to the Board of Directors the
employment of independent certified public accountants to examine the
financial statements of the Corporation and its subsidiaries; and report to
the Board of Directors at least once each calendar year.

SECTION 4. COMPENSATION COMMITTEE. The Compensation Committee, if
there be one, shall review the personnel policies, plans and programs of
the Corporation, including individual salaries of executive officers, and
submit recommendations to the Board of Directors. The Compensation
Committee shall also recommend to the Board of Directors the retainer and
attendance fee for nonemployee directors.

SECTION 5. NOMINATING COMMITTEE. The Nominating Committee, if there
be one, shall develop and recommend to the Board of Directors criteria for
the selection of candidates for director, to seek out and receive
suggestions concerning possible candidates, to review and evaluate the
qualifications of possible candidates and to recommend to the Board of
Directors candidates for vacancies occurring from time to time and for the
slate of directors to be proposed on behalf of the Board of Directors at
the annual meeting of shareholders. The Nominating Committee will consider
nominees recommended by the shareholders, as properly submitted to the
Secretary of the Corporation.

SECTION 6. OTHER COMMITTEES. The Board of Directors may designate
such other committees as it may deem appropriate, and such committees shall
exercise the authority delegated to them.

SECTION 7. COMMITTEE MEETINGS. Each committee provided for above
shall meet as often as its business may require and may fix a day and time
each week or at other intervals for regular meetings, notice of which shall
not be required. Whenever the day fixed for a meeting shall fall on a
holiday, the meeting shall be held on the business day following or on such
other day as the committee may determine. Special meetings of the
committees may be called by the chairman of the committee or any two (2)
members other than the chairman, and notice thereof may be given to the
members by telephone, telegram or letter. A majority of its members shall
constitute a quorum for the transaction of the business of any of the
committees. A record of the proceedings of each committee shall be kept
and presented to the Board of Directors.

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ARTICLE V

OFFICERS

SECTION 1. APPOINTMENT. The Board of Directors, at its first meeting
following the annual shareholder meeting, shall appoint a President and
Secretary and may elect from their number a Chairperson and one or more
Vice Chairpersons. The board also may appoint one or more Vice Presidents,
Assistant Secretaries, Assistant Treasurers, and other officers and agents
that it deems necessary. The Board of Directors need not appoint or elect
an officer to an office that is already filled and whose specified term has
not expired. The same person may hold two or more offices, but an officer
may not execute, acknowledge, or verify an instrument in more than one
capacity if the instrument is required by law, the Restated Articles of
Incorporation, or these bylaws to be executed, acknowledged, or verified by
two or more officers.

SECTION 2. TERM, REMOVAL, AND VACANCIES. An officer shall hold
office for the term the board specifies upon election or appointment and
until a successor is elected or appointed and qualified, or until the
officer's death, resignation, or removal. The Board of Directors may
remove an officer with or without cause. An officer may resign by written
notice to the Corporation. The resignation is effective upon its receipt
by the Corporation or at a later date specified in the notice.

SECTION 3.

(a) CENTRAL STAFF. The executive officers of the
Corporation shall be a President, one or more Vice Presidents, a
Secretary and a Treasurer who shall be appointed by the Board of
Directors at its first meeting after each regular annual meeting
of shareholders. The Board of Directors may also appoint such
other officers as they may deem necessary. The dismissal of an
officer, the appointment of an officer to fill the place of one
who has been dismissed or has ceased for any reason to be an
officer, the appointment of any additional officers, and the
change of an officer to a different office may be made by the
Board of Directors at any later meeting. Each officer shall hold
office for one year and until their respective successor shall
have been elected and qualified. Any two (2) of the above
offices, except those of the President and Vice President may be
held by the same person.

(b) DIVISIONAL OFFICERS. The Board of Directors or the
Chief Executive Officer may, as they shall deem necessary,
designate certain individuals as divisional officers. Any titles
so given to divisional officers may be withdrawn at any time with

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or without cause by the Board of Directors or the Chief Executive
Officer.

SECTION 4. QUALIFICATIONS OF OFFICERS. All officers shall be and
remain at all times shareholders of the Corporation. An officer shall
cease to be qualified as such upon sale or transfer of all of his holdings
in the Corporation.

SECTION 5. CHAIRMAN OF THE BOARD. There may be elected a Chairman of
the Board, who shall be chosen from among the directors, but who need not
be an officer or an executive employee of the Corporation. The Chairman of
the Board shall preside at all meetings of the shareholders and at all
meetings of the Board of Directors, and shall have such other duties and
powers as may be imposed or given by the Board of Directors.

SECTION 6. PRESIDENT OR PRESIDENTS. The Board of Directors shall
elect one or not more than two Presidents of the Corporation. Each
President shall have the power to see that all orders and resolutions of
the Board of Directors are carried into effect, and shall perform all other
duties necessary or appropriate to his office, subject, however, to his
right and the right of the directors to delegate any specific powers to any
other officer or officers of the Corporation. If two Presidents shall be
elected, the Board of Directors at any time may delegate specific powers of
the office of President to each President to be exercised individually as
the Board of Directors may deem appropriate or the Board of Directors may
delegate all powers of the office of President to both Presidents to be
exercised jointly. If ever two Presidents shall be elected and shall
disagree as to any matter concerning the Corporation or subject to the
exercise of joint powers, then such matter shall be finally determined by
the Board of Directors. In the absence of the Chairman of the Board or if
no Chairman is elected, the President or Presidents shall preside at all
meetings of the shareholders and at all meetings of the Board of Directors,
unless otherwise directed by the Board of Directors. The President or
Presidents shall be ex officio voting members of all standing committees
designated by the Board of Directors except the Audit Committee, unless
otherwise directed by the Board of Directors.

SECTION 7. CHIEF EXECUTIVE OFFICER OR OFFICERS. The Board of
Directors may appoint one or not more than two Chief Executive Officers of
the Corporation. The Chief Executive Officer or Officers shall be the
Chairman of the Board, the President or Presidents of the Corporation, or
any combination thereof as appointed by the Board of Directors. The Chief
Executive Officer or Officers, in addition to duties as Chairman of the
Board or President as the case may be, shall have final authority, subject
to the control of the Board of Directors, over the general policy and
business of the Corporation and shall have the general control and
management of the business and affairs of the Corporation. The Chief

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Executive Officer or Officers shall have the power, subject to the control
of the Board of Directors, to appoint, suspend, or discharge and prescribe
the duties and to fix the compensation of such agents and employees of the
Corporation, other than the officers appointed by the Board of Directors,
as the Chief Executive Officer or Officers may deem necessary. If two
Chief Executive Officers shall be appointed, the Board of Directors at any
time may delegate specific powers of the position of Chief Executive
Officer to each Chief Executive Officer to be exercised individually as the
Board of Directors may deem appropriate or the Board of Directors may
delegate all powers of the position of Chief Executive Officer to both
Chief Executive Officers to be exercised jointly. If ever two Chief
Executive Officers shall be appointed and shall disagree as to any matter
concerning the Corporation or subject to the exercise of joint powers, then
such matter shall be finally determined by the Board of Directors.

SECTION 8. CHIEF OPERATING OFFICER. There may be elected a Chief
Operating Officer who shall, if elected, have general charge, control and
supervision over the administration and operations of the Corporation and
shall have such other duties and powers as may be imposed or given by the
Board of Directors. If no Chief Operating Officer is elected, the duties
and powers of the Chief Operating Officer shall be performed by the Chief
Executive Officer.

SECTION 9. VICE PRESIDENTS. The Vice President or Vice Presidents
shall perform such duties and have such powers as the Chief Executive
Officer or the Board of Directors may from time to time prescribe. The
Vice President shall perform all duties of the President in case of the
absence or disqualification of the President. There may be not more than
six (6) Vice Presidents who shall act in the order of their appointment.
The Board of Directors may at its discretion designate one or more of the
Vice Presidents as Executive Vice Presidents or Senior Vice Presidents.
Any Vice President so designated shall have such duties and
responsibilities as the board shall prescribe.

SECTION 10. SECRETARY. The Secretary shall attend all meetings of
the shareholders, and of the Board of Directors and of the Executive
Committee, and shall preserve in the books of the Corporation true minutes
of the proceedings of all such meetings. He shall safely keep in his
custody the seal of the Corporation and shall have authority to affix the
same to all instruments where its use is required or appropriate. He shall
give all notices required or appropriate pursuant to statute, bylaws, or
resolution. He shall perform such other duties as may be delegated to him
by the Board of Directors or by the Executive Committee.

SECTION 11. TREASURER. The Treasurer shall have custody of all
corporate funds and securities and shall keep in books belonging to the
Corporation full and accurate accounts of all receipts and disbursements;

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he shall deposit all moneys, securities and other valuable effects in the
name of the Corporation in depositories as may be designated for that
purpose by the Board of Directors. He shall disburse the funds of the
Corporation as may be ordered by the Board of Directors, taking proper
vouchers for such disbursements, and shall render to the Chief Executive
Officer and directors at the regular meetings of the board, and whenever
requested by them, an account of all his transactions as Treasurer and of
the financial condition of the Corporation. If required by the Board of
Directors he shall deliver to the Chief Executive Officer of the
Corporation, and shall keep in force a bond in form, amount and with a
surety or sureties satisfactory to the Board of Directors, conditioned for
faithful performance of the duties of his office, and for restoration to
the Corporation in case of his death, resignation, retirement or removal
from office, of all books, papers, vouchers, money and property of whatever
kind in his possession or under his control belonging to the Corporation.

SECTION 12. ASSISTANT SECRETARY AND ASSISTANT TREASURER. There may
be elected an Assistant Secretary and Assistant Treasurer who shall, in the
absence, disability or nonfeasance of the Secretary or Treasurer, perform
the duties and exercise the powers of such persons respectively.

SECTION 13. OTHER OFFICERS. All other officers, as may from time to
time be appointed by the Board of Directors pursuant to Paragraph (a) of
Section 1 of this Article V, shall perform such duties and exercise such
authority as the Board of Directors shall prescribe. All divisional
officers, as may from time to time be appointed by the Board of Directors
or the Chief Executive Officer pursuant to Paragraph (b) of Section 1 of
this Article V, shall perform such duties and exercise such authority as
the Board of Directors or the Chief Executive Officer shall prescribe.

ARTICLE VI

INDEMNIFICATION

SECTION 1. INDEMNIFICATION IN ACTION BY THIRD PARTY. The Corporation
shall indemnify 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 and
whether formal or informal (other than an action by or in the right of the
Corporation) by reason of the fact that the person 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, employee, agent, or trustee of another
foreign or domestic Corporation, partnership, joint venture, trust, or
other enterprise, whether for profit or not for profit, against expenses
(including attorneys' fees), judgments, penalties, fines, and amounts paid
in settlement actually and reasonably incurred by the person in connection

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with such action, suit, or proceeding 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 with respect to
a criminal action or proceeding, the person had no reasonable cause to
believe his or her conduct was unlawful. The termination of any action,
suit, or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, does not, of itself, create a
presumption that the person did not act in good faith and in a manner that
the person reasonably believed to be in or not opposed to the best
interests of the Corporation or its shareholders, and with respect to a
criminal action or proceeding, had reasonable cause to believe that his or
her conduct was unlawful.

SECTION 2. INDEMNIFICATION IN ACTION BY OR IN RIGHT OF THE
CORPORATION. The Corporation may indemnify any person who was or is a
party or is threatened to be made a party to any 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 the person 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, employee, agent, or
trustee of another foreign or domestic Corporation, partnership, joint
venture, trust, or other enterprise, whether for profit or not for profit,
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. Indemnification shall not be made for
a claim, issue, or matter in which the person shall have been found liable
to the Corporation except to the extent authorized by statute.

SECTION 3. EXPENSES.

(i) To the extent that a person has been successful on the
merits or otherwise in defense of an action, suit, or proceeding
referred to in Section 1 or 2 of this Article, or in defense of a
claim, issue, or matter in the action, suit, or proceeding, the
Corporation shall indemnify that person against actual and
reasonable expenses, including attorneys' fees incurred by him or
her in connection with the action, suit, or proceeding and an
action, suit, or proceeding brought to enforce the mandatory
indemnification provided in this Section.

(ii) The Corporation shall indemnify a director for the
expenses and liabilities described in this Section 3(ii) without
a determination that the director has met the standard of conduct
set forth in sections 1 and 2, but no indemnification may be made
unless ordered by a court if (A) the director received a

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financial benefit to which he or she was not entitled, (B)
intentionally inflicted harm on the Corporation or its
shareholders, (C) violated Section 551 of the Michigan Business
Corporation Act, or (D) intentionally committed a criminal act.
In connection with an action or suit by or in the right of the
Corporation as described in Section 2, indemnification under this
Section 3(ii) may be for expenses, including attorney's fees,
actually and reasonably incurred. In connection with an action,
suit, or proceeding other than an action, suit, or proceeding by
or in the right of the Corporation, as described in Section 1,
indemnification under this Section 3(ii) may be for expenses,
including attorneys' fees, actually and reasonably incurred, and
for judgments, penalties, fines, and amounts paid in settlement
actually and reasonably incurred.

SECTION 4. AUTHORIZATION OF INDEMNIFICATION.

(i) An indemnification under Section 1 or 2 of this
Article, unless ordered by a court, shall be made by the
Corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer,
employee, or agent is proper in the circumstances because he or
she has met the applicable standard of conduct set forth in
Section 1 or 2 of this Article and upon an evaluation of the
reasonableness of expenses and amounts paid in settlement. This
determination and evaluation shall be made in any of the
following ways:

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

(B) If a quorum cannot be obtained under Subsection
(A) above, by majority vote 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.

(1) By the Board or its committee in the manner
prescribed in Subsection (A) or (B) above.

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

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

(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.

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

(iii) If a person is entitled to indemnification under
Section 1 or 2 for a portion of expenses, including reasonable
attorneys' fees, judgments, penalties, fines, and amounts paid in
settlement, but not for the total amount, the Corporation may
indemnify the person for the portion of the expenses, judgments,
penalties, fines, or amounts paid in settlement for which the
person is entitled to be indemnified.

(iv) An authorization of payment of indemnification shall be
made in any of the following ways:

(A) by the board in one of the following ways:

(1) If there are two or more directors who are
not parties or threatened to be made parties to the
action, suit, or proceeding, by a majority vote of all
directors who are not parties or threatened to be made
parties, a majority of whom shall constitute a quorum
for this purpose.

(2) By a majority of the members of a committee
of two or more directors who are not parties or
threatened to be made parties to the action, suit, or
proceeding.

(3) If the Corporation has one or more
independent directors who are not parties or threatened
to be made parties to the action, suit, or proceeding,
by a majority vote of all independent directors who are
not parties or are threatened to be made parties, a

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majority of whom shall constitute a quorum for this
purpose.

(4) If there are no independent directors and
less than two directors who are not parties or
threatened to be made parties to the action, suit, or
proceeding, by the vote necessary for action by the
board in accordance with Section 523 of the Michigan
Business Corporation Act, in which authorization all
directors may participate.

(B) 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 on the authorization.

SECTION 5. ADVANCES. The Corporation may pay or reimburse the
reasonable expenses incurred by a director, officer, employee, or agent who
is a party or threatened to be made a party to an action, suit, or
proceeding before final disposition of the proceeding if both of the
following apply:

(i) The person furnishes the Corporation a written
affirmation of the person's good faith belief that he or she has
met the applicable standard of conduct set forth in Sections 1
and 2 of this Article.

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

The undertaking required by Subsection (ii) above must be an unlimited
general obligation of the person but need not be secured and may be
accepted without reference to the financial ability of the person to make
repayment. Determinations and evaluations under this Section shall be made
in the manner specified in Section 4(i) of this Article. Authorizations of
payment shall be made in the manner provided in Section 4(iv).

SECTION 6. OTHER INDEMNIFICATION AGREEMENTS. The indemnification or
advancement of expenses provided by this Article is not exclusive of any
other rights to which a person seeking indemnification or advancement of
expenses may be entitled under any Bylaw, agreement, vote of shareholders
or directors, or otherwise. The indemnification provided in Sections 1 to
6 of this Article continues as to a person who ceases to be a director,
officer, employee, or agent and shall inure to the benefit of the heirs,
executors, and administrators of the person.

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SECTION 7. 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 the person and incurred
by the person in any such capacity or arising out of the person's status as
such whether or not the Corporation would have power to indemnify the
person against the liability under Sections 1 to 6 of this Article.
Insurance on behalf of a director may be purchased from an insurer owned by
the Corporation, but insurance purchased from that insurer may insure a
director against monetary liability to the Corporation or its shareholders
only to the extent to which the Corporation could indemnify the director
under Section 3(ii).

SECTION 8. CONSTITUENT CORPORATION. For the purposes of this
Article, references to the Corporation include all constituent Corporations
absorbed in a consolidation or merger and the resulting or surviving
Corporation, so that a person who is or was a director or officer of such
constituent Corporation, or is or was serving at the request of such
constituent Corporation as a director, officer, partner, trustee, employee,
or agent of another Corporation, partnership, joint venture, trust, or
other enterprise shall stand in the same position under the provisions of
this Article with respect to the resulting or surviving Corporation as he
or she would if he or she had served the resulting or surviving Corporation
in the same capacity.

SECTION 9. PARTIAL INDEMNIFICATION. If a person is entitled to
indemnification under Section 1 or 2 of this Article for a portion of
expenses, including attorneys' fees, judgments, penalties, fines, and
amounts paid in settlement, but not for the total amount thereof, the
Corporation may indemnify the person for the portion of the expenses,
judgments, penalties, fines, or amounts paid in settlement for which the
person is entitled to be indemnified.

SECTION 10. SAVINGS CLAUSE. If this Article or any portion thereof
shall be invalidated on any ground by any court of competent jurisdiction,
the Corporation shall nevertheless indemnify each director, executive
officer, or other person whose indemnification is authorized by the Board
of Directors as to expenses, including attorneys' fees, judgments, fines,
and amounts paid in settlement with respect to any action, suit, or
proceeding, whether civil, criminal, administrative, or investigative,
including a grand jury proceeding and an action by the Corporation, to the
full extent permitted by any applicable portion of this Article that shall
not have been invalidated or by any other applicable law.

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SECTION 11. DEFINITIONS. For the purposes of this Article, "other
enterprises" shall include employee benefit plans; "fines" shall include
any excise taxes assessed on a person with respect to an employee benefit
plan; and "serving at the request of the Corporation" shall include any
service as a director, officer, partner, trustee, employee, or agent of the
Corporation, which imposes duties on, or involves services by the director,
officer, employee, or agent with respect to any employee benefit plan, its
participants or beneficiaries; and a person who acted in good faith and in
a manner he reasonably believed to be in the interest of the participants
and beneficiaries of an employee benefit plan shall be considered to have
acted in a manner "not opposed to the best interest of the Corporation or
its shareholders" as referred to in Sections 1 and 2 of this Article.

SECTION 12. CONSTRUCTION. It is the intent of this Article to grant
to the directors and executive officers of the Corporation (and such other
persons as the Board of Directors may designate) the broadest
indemnification permitted under the laws of the state of Michigan, as the
same may be amended from time to time, and this Article shall be liberally
construed to give effect to such intent. The Corporation further intends,
acknowledges, and agrees that all of the Corporation's directors and
executive officers have undertaken and will undertake the performance of
their duties and obligations in reliance upon the indemnification provided
for in this Article, and accordingly, such rights of indemnification may
not be retroactively reduced or abolished as to any such director or
executive officer with the written consent of such person.

ARTICLE VII

SUBSIDIARIES

SECTION 1. SUBSIDIARIES. The Board of Directors, the Chief Executive
Officer, or any executive officer designated by the Board of Directors may
vote the shares of stock owned by the Corporation in any subsidiary,
whether wholly or partly owned by the Corporation, in such manner as they
may deem in the best interests of the Corporation, including, without
limitation, for the election of directors of any subsidiary Corporation, or
for any amendments to the charter or bylaws of any such subsidiary
Corporation, or for the liquidation, merger, or sale of assets of any such
subsidiary Corporation. The Board of Directors, the Chief Executive
Officer or any executive officer designated by the Board of Directors may
cause to be elected to the Board of Directors of any such subsidiary
Corporation such persons as they shall designate, any of whom may, but need
not be, directors, executive officers, or other employees or agents of the
Corporation. The Board of Directors, the Chief Executive Officer, or any
executive officer designated by the Board of Directors may instruct the
directors of any such subsidiary Corporation as to the manner in which they

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are to vote upon any issue properly coming before them as the directors of
such subsidiary Corporation, and such directors shall have no liability to
the Corporation as the result of any action taken in accordance with such
instructions.

SECTION 2. SUBSIDIARY OFFICERS NOT EXECUTIVE OFFICERS. The officers
of any subsidiary Corporation, shall not, by virtue of holding such title
and position, be deemed to be executive officers of the Corporation, nor
shall any such officer of a subsidiary Corporation, unless he shall also be
a director or executive officer of the Corporation, be entitled to have
access to any files, records or other information relating or pertaining to
the Corporation, its business and finances, or to attend or receive the
minutes of any meetings of the Board of Directors or any committee of the
Corporation, except as and to the extent expressly authorized and permitted
by the Board of Directors or the Chief Executive Officer.

ARTICLE VIII

CERTIFICATES OF STOCK

SECTION 1. FORM. Every holder of stock in the Corporation shall be
entitled to have a certificate in the name of the Corporation, signed by
the Chairman of the Board or the President or a Vice President and the
Treasurer or an Assistant Treasurer, or the Secretary or an Assistant
Secretary of the Corporation, certifying the number of shares owned by him
in the Corporation.

SECTION 2. FACSIMILE SIGNATURE. Where a certificate is signed (1) by
a transfer agent or an assistant transfer agent, or (2) by a transfer clerk
acting on behalf of the Corporation and a registrar, the signature of any
such Chairman, President, Vice President, Treasurer, Assistant Treasurer,
Secretary or Assistant Secretary may be a facsimile. In case any officer,
transfer agent, or registrar who has signed, or whose facsimile signature
has been placed upon a certificate shall have ceased to be such officer,
transfer agent or registrar before such certificate is issued, it may be
issued by the Corporation with the same effect as if he were such officer,
transfer agent or registrar at the date of issue.

SECTION 3. LOST CERTIFICATES. The Board of Directors may direct a
new certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been
lost or destroyed, upon the making of an affidavit of that fact by the
person claiming the certificate of stock to be lost or destroyed. When
authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost or destroyed certificate
or certificates, or his legal representative, to give the Corporation a

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bond in such sum as it may direct as indemnity against any claim that may
be made against the Corporation with respect to the certificate alleged to
have been lost or destroyed.

SECTION 4. TRANSFERS OF STOCK. Upon surrender to the Corporation or
the transfer agent of the Corporation of a certificate for shares duly
endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, it shall be the duty of the Corporation to issue a
new certificate to the person entitled thereto, cancel the old certificate
and record the transaction upon its books.

SECTION 5. FIXING OF RECORD DATE BY BOARD. For the purpose of
determining the shareholders entitled to notice of or to vote at any
meeting of shareholders, or any adjournment thereof, or to express consent
to or dissent from any corporate action in writing without a meeting, or
for the purpose of determining shareholders entitled to receive payments of
any dividend or the distribution or allotment of any rights or evidences of
interests arising out of any change, conversion or exchange of capital
stock, or for the purpose of any other action, the Board of Directors may
fix, in advance, a date as the record date for any such determination of
shareholders. Such date shall not be more than sixty (60) days nor less
than ten (10) days before the date of any such meeting, nor more than sixty
(60) days prior to any other action. Only shareholders of record on a
record date so fixed shall be entitled to notice of, and to vote at, such
meeting or to receive payment of any dividend or the distribution or
allotment of any rights or evidences of interests arising out of any
change, conversion or exchange of capital stock.

SECTION 6. PROVISION FOR RECORD DATE IN THE ABSENCE OF BOARD ACTION.
If a record date is not fixed by the Board of Directors: (a) the record
date for determination of shareholders entitled to notice of or to vote at
a meeting of shareholders shall be the close of business on the day next
preceding the day on which notice is given, or, if no notice is given, the
day next preceding the day on which the meeting is held; and (b) the record
date for determining shareholders entitled to express consent to corporate
action in writing, without a meeting, when no prior action by the Board of
Directors is necessary, shall be the day on which the first written consent
is expressed; and (c) the record date for determining shareholders for any
other purpose shall be the close of business on the day on which the
resolution of the board relating thereto is adopted.

SECTION 7. ADJOURNMENTS. When a determination of shareholders of
record entitled to notice of or to vote at a meeting of shareholders has
been made as provided in this Article, the determination applies to any
adjournment of the meeting, unless the board fixes a new record date for
the adjourned meeting.

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SECTION 8. REGISTERED SHAREHOLDERS. The Corporation shall be
entitled to recognize the exclusive rights of a person registered on its
books as the owner of shares to receive dividends, and to vote as such
owner, and shall not be bound to recognize any equitable or other claim to
or interest in such share or shares on the part of any other person,
whether or not it shall have express or other notice thereof, except as
otherwise provided by law.

ARTICLE IX

GENERAL PROVISIONS

SECTION 1. DIVIDENDS. Dividends upon the capital stock of the
Corporation, subject to the provisions of the Articles of Incorporation, if
any, may be declared by the Board of Directors at any regular or special
meeting pursuant to law. Dividends may be paid in cash, in property, or in
shares of capital stock, subject to the provisions of the Articles of
Incorporation.

SECTION 2. RESERVES. Before payment of any dividends, there may be
set aside out of any funds of the Corporation available for dividends such
sum or sums as the directors from time to time, in their absolute
discretion, think proper as reserve or reserves to meet contingencies, or
for equalizing dividends, or for repairing or maintaining any property of
the Corporation, or for such other purpose as the directors shall think
conducive to the interest of the Corporation, and the directors may modify
or abolish any such reserve in the manner in which it was created.

SECTION 3. CHECKS. All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers or such other
person or persons as the Board of Directors may from time to time
designate.

SECTION 4. FISCAL YEAR. The fiscal year of the Corporation shall end
on the 31st day of December in each year, unless otherwise fixed by
resolution of the Board of Directors.

SECTION 5. SEAL. The corporate seal shall have inscribed thereon the
name of the Corporation, and the words "Corporate Seal, Michigan". The
seal may be used by causing it or a facsimile thereof to be impressed or
affixed or reproduced or otherwise.

SECTION 6. SIGNING OF INSTRUMENTS. When the Board of Directors or
these bylaws authorize the signing of a contract, conveyance, or other
instrument without specification of the signing officer, the Chairperson,
the President, any Vice President, the Secretary, or the Treasurer may sign

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in the name and on behalf of the Corporation and may affix the corporate
seal (if any) to the instrument. The Board of Directors may authorize
other officers and agents to sign instruments in the name and on behalf of
the Corporation.

SECTION 7. CORPORATE BOOKS AND RECORDS. The Corporation shall keep
books and records of account and minutes of the proceedings of its
shareholders, Board of Directors, and executive committee, if any. The
books, records, and minutes may be kept outside the State of Michigan. The
Corporation shall keep at its registered office, or at the office of its
transfer agent within or without the State of Michigan, records containing
the names and addresses of all shareholders, the number, class and series
of shares held by each, and the dates when they respectively became holders
of record. Any of the books, records, or minutes may be in written form or
in any other form capable of being converted into written form within a
reasonable time. The Corporation shall convert into written form without
charge any record not in written form, unless otherwise requested by a
person entitled to inspect the record.

SECTION 8. WRITTEN WAIVER OF NOTICE. Whenever any notice is required
to be given under the provisions of the statutes or of the Articles of
Incorporation or of these Bylaws, a waiver thereof in writing, signed by
the person or persons entitled to said notice, whether before or after the
time stated therein, shall be deemed equivalent thereto.

ARTICLE X

AMENDMENTS

These Bylaws may be altered or repealed at any regular or special
meeting of the shareholders or of the Board of Directors, provided that the
Board of Directors shall not make or alter any bylaws fixing their number,
qualifications, classifications, or terms of office. Except as otherwise
required by law or the Articles of Incorporation, the vote of a majority of
the shares present or represented by proxy and entitled to vote at a
meeting of shareholders or the vote of not less than a majority of the
members of the Board of Directors then in office shall be required to amend
or repeal the Bylaws or to adopt new Bylaws.

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EXHIBIT 5(a) AND 23(a)

March 10, 1999

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Re: HASTINGS MANUFACTURING COMPANY
REGISTRATION STATEMENT ON FORM S-8
HASTINGS MANUFACTURING COMPANY.
STOCK OPTION AND RESTRICTED STOCK PLAN OF 1997

Dear Sir or Madam:

We represent Hastings Manufacturing Company, a Michigan
corporation (the "Company"), with respect to the above-captioned
Registration Statement on Form S-8 (the "Registration Statement") filed
pursuant to the Securities Act of 1933 (the "Act") to register 38,000
shares of Common Stock.

As counsel for the Company, we are familiar with its Articles of
Incorporation and Bylaws and have reviewed the various proceedings taken by
the Company to authorize the issuance of the Common Stock to be sold
pursuant to the Registration Statement. We have also reviewed and assisted
in preparing the Registration Statement. In our review, we have assumed
the genuineness of all signatures, the legal capacity of all natural
persons, the authenticity of all documents submitted to us as originals,
the conformity to original documents of all documents submitted to us as
certified or photostatic copies and the authenticity of the originals of
such copies.

On the basis of the foregoing, we are of the opinion that when
the Registration Statement has become effective under the Act, any and all
shares of Common Stock which are the subject of the Registration Statement
will, when issued upon payment of the purchase price therefore to the
Company, be validly issued, fully paid and nonassessable.

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Securities and Exchange Commission
March 10, 1999
Page 2
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We hereby consent to the use of this opinion as an exhibit to the
Registration Statement on Form S-8 covering the Common Stock to be issued
pursuant to the Stock Option and Restricted Stock Plan of 1997.

Very truly yours,

WARNER NORCROSS & JUDD LLP

By:/S/ STEPHEN C. WATERBURY
Stephen C. Waterbury
A Partner

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EXHIBIT 23(b)

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Form S-8 Registration
Statement pertaining to the Hastings Manufacturing Company Stock Option and
Restricted Stock Plan of 1997 of our report dated February 27, 1998, with
respect to the consolidated financial statements and schedule of Hastings
Manufacturing Company and its subsidiaries included in its Annual Report on
Form 10-K for the fiscal year ended December 31, 1997, filed with the
Securities and Exchange Commission.

/s/BDO SEIDMAN LLP

Grand Rapids, Michigan
March 10, 1999

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EXHIBIT 24

LIMITED POWER OF ATTORNEY

The undersigned, in his or her capacity as a director or officer, or both,
as the case may be, of Hastings Manufacturing Company, does hereby appoint
THOMAS J. BELLGRAPH AND MONTY C. BENNETT, or either of them, his or her
attorney or attorneys, with full power of substitution, to execute in his
or her name, in his or her capacity as a director or officer, or both, as
the case may be, of Hastings Manufacturing Company, a Form S-8 Registration
Statement of Hastings Manufacturing Company for the Hastings Manufacturing
Company Stock Option and Restricted Stock Plan of 1997, any and all pre-
effective or post-effective amendments to such Registration Statement, and
to file the same with all exhibits thereto and all other documents in
connection therewith with the Securities and Exchange Commission.

February 9, 1999 /S/ ANDREW F. JOHNSON
Andrew F. Johnson