AMENDED AND RESTATED CODE OF REGULATIONS

 

                                       OF

 

                             PROCENTURY CORPORATION

 

 

                                   SECTION 1.

                            MEETINGS OF SHAREHOLDERS

 

1.01 ANNUAL MEETINGS.

 

     (a)  An annual meeting of shareholders, for the election of directors, for

          the consideration of any reports and for the transaction of such other

          business as may be brought before the meeting, shall be held on the

          first Wednesday of the fifth month following the close of the

          Corporation's fiscal year or on such other date as may be designated

          by the Board of Directors, provided that no annual meeting shall be

          held after the adoption of this Amended and Restated Code of

          Regulations in 2004 if an annual meeting was held (or action in

          writing taken in lieu thereof) in 2004 prior to such adoption. The

          Board of Directors may postpone any previously scheduled annual

          meeting of the shareholders upon notice given prior to the scheduled

          annual meeting date.

 

     (b)  If the annual meeting is not held or if directors are not elected at

          the meeting, the directors may be elected at any special meeting

          called and held for that purpose.

 

1.02 SPECIAL MEETINGS.

 

     (a)  A special meeting of shareholders may be called (i) by the President;

          or (ii) by any other officer or assistant officer then authorized

          pursuant to this Code of Regulations or otherwise by the Board of

          Directors to call such meetings; or (iii) by a majority of the members

          of the Board of Directors acting with or without a meeting; or (iv) by

          any persons holding fifty percent (50%) or more of the shares then

          outstanding and entitled to vote at a meeting of shareholders.

 

     (b)  Upon the request in writing being delivered to the President or to the

          Secretary by any person or persons entitled to call a meeting of

          shareholders, the person to whom the request is delivered shall give

          notice to shareholders of the meeting. If the request is refused, the

          person or persons making the request may call a meeting of

          shareholders by giving notice in the manner hereinafter provided in

          Section 1.04.

 

1.03 PLACE OF MEETINGS.

 

     (a)  The annual and all other meetings of the shareholders shall be held at

          such places as may from time to time be designated by the Board of

          Directors within or without the State of Ohio.

 

     (b)  If authorized by the directors, the shareholders and proxyholders who

          are not physically present at a meeting of shareholders may attend a

          meeting of shareholders by use of communications equipment that

          enables the shareholder or proxyholder an opportunity to participate

          in the meeting and to vote on matters submitted to the shareholders,

          including an opportunity to read or hear the proceedings of the

          meeting and to speak or otherwise participate in the proceedings

          contemporaneously with those physically present. Any shareholder using

          communications equipment will be deemed present in person at the

          meeting whether the meeting is to be held at a designated place or

          solely by means of communications equipment. The Directors may adopt

          guidelines and procedures for the use of communications equipment in

          connection with a meeting of shareholders to permit the Corporation to

          verify that a person is a shareholder or proxyholder and to maintain a

          record of any vote or other action.

 

     (c)  If another place has not been designated by the Board of Directors,

          all meetings shall be held at the principal office of the Corporation.

 

1.04 NOTICE OF MEETINGS.

 

     (a)  Each shareholder shall furnish the Secretary with an address to which

          notices of meetings and other notices or correspondence may be

          addressed.

 

     (b)  Written notices stating the time, place, if any, and purposes of a

          meeting of shareholders, and the means, if any, by which shareholders

          can be present and vote at the meeting through the use of

          communications equipment, shall be given to each shareholder of record

          entitled to vote at such meeting by the Chairman of the Board, the

          President or by the Secretary or, in the event of their failure to do

          so, by the person or persons entitled to call such meeting.

 

     (c)  Except as otherwise required by the laws of the State of Ohio, notice

          of any meeting of shareholders shall be given not more than sixty (60)

          days nor less than seven (7) days before the day upon which the

          meeting is to be held, either by personal delivery or by mail,

          overnight delivery service, or any other means of communication

          authorized by the shareholder to whom the notice is given. If mailed

          or sent by overnight delivery service, the notice shall be sent to the

          address of each shareholder as last shown upon the records of the

          Corporation. If sent by another means of communication authorized by

          the shareholder, the notice shall be sent to the address furnished by

          the shareholder for such transmissions.

 

     (d)  Except as otherwise required by the laws of the State of Ohio, no

          publication of any notice of any meeting of shareholders shall be

          required.

 

     (e)  In the event of any transfer of shares after notice has been given,

          but prior to the day upon which the meeting is to be held, it shall

          not be necessary to give any additional notice to the transferee.

 

     (f)  In addition to stating the time and the place of the meeting, every

          notice of a special meeting of shareholders shall state briefly the

          purpose specified by the person or persons calling such meeting. Any

          business other than that stated in the notice shall be taken up at

          such meeting only with the unanimous written consent of the holders of

          all the shares entitled to vote at such meeting. Any telegram,

          cablegram, electronic mail, or an electronic or other transmission

          capable of authentication that appears to have been sent by a

          shareholder entitled to notice of such a meeting and that contains an

          affirmative vote or approval of that shareholder is a signed written

          consent for the purposes of this Section.

 

1.05 WAIVER OF NOTICE OF MEETING.

 

     (a)  Any shareholder may, either before or after any meeting, waive any

          notice required to be given by law or under this Code of Regulations.

          Attendance at a meeting, without protesting prior to the commencement

          of the meeting the lack of proper notice, shall be deemed to be a

          waiver of notice of such meeting.

 

     (b)  Any waiver of notice must be in writing and filed with or entered upon

          the records of the meeting. Any telegram, cablegram, electronic mail,

          or an electronic or other transmission capable of authentication that

          appears to have been sent by a shareholder entitled to notice of the

          meeting and that contains a waiver by that shareholder is a writing

          for the purposes of this Section.

 

1.06 QUORUM.

 

     (a)  Those shareholders present in person, by proxy or by the use of

          communications equipment entitling them to exercise a majority of the

          voting power shall constitute a quorum for any meeting of

          shareholders. To approve a proposal at a meeting, except for the

          election of directors which requires a plurality of the quorum, the

          required shareholder vote shall be not less than a majority of the

          shares present and entitled to vote at the meeting.

 

     (b)  In the event of an absence of a quorum at any meeting or at any

          adjournment thereof, a majority of those present in person or by proxy

          and entitled to vote may adjourn such meeting from time to time. At

          any adjourned meeting at which a quorum may be present, any business

          may be transacted which might have been transacted at the meeting as

          originally called.

 

1.07 ACTION WITHOUT MEETING.

 

     (a)  Any action which may be authorized or taken at a meeting of

          shareholders, may be taken without a meeting if authorized by a

          writing signed by all shareholders who would be entitled to notice of

          a meeting called for such purpose.

 

     (b)  Any telegram, cablegram, electronic mail, or an electronic or other

          transmission capable of authentication that appears to have been sent

          by a shareholder entitled to notice of such a meeting and that

          contains an affirmative vote or approval of that shareholder is a

          signed written consent for the purposes of this Section.

 

1.08 ORGANIZATION.

 

     At any meeting of shareholders, the order of business shall be established

     by the Chairman of the Board or such other officer as may be designated by

     the Board of Directors, unless changed by affirmative vote of a majority of

     the shareholders present in person or by proxy entitled to vote at such

     meeting.

 

1.09 VOTING.

 

     (a)  Unless otherwise provided in the Articles of Incorporation, each

          shareholder of any class of the Corporation entitled to vote on any

          matter shall be entitled in person or by proxy to one vote on each

          matter for each share registered in the shareholder's name on the

          books of the Corporation.

 

     (b)  Persons holding voting shares in a fiduciary capacity shall be

          entitled to vote the shares so held. Persons voting pledged shares

          shall be entitled to vote such shares unless the pledgee shall have

          been expressly empowered by the shareholder to vote such shares in

          which case only the pledgee or his proxy may vote such share.

 

1.10 PROCEDURES FOR PROPOSING CONSIDERATION OF BUSINESS.

 

     Unless proposed by a majority of the directors, no business shall be

     eligible for consideration at an annual or special meeting of shareholders

     unless a written statement setting forth the business and the purpose

     therefor is delivered to the Board of Directors by one or more shareholders

     entitled to vote thereon not less than ninety (90) days prior to a special

     meeting at which such business is to be considered or, in the case of an

     annual meeting, ninety (90) days prior to the anniversary date of the last

     annual meeting.

 

1.11 PROCEDURES FOR NOMINATION OF DIRECTORS.

 

     (a)  Unless nominated by the Board of Directors, no nomination of any

          candidate for election by shareholders as a director shall be eligible

          for consideration unless a written statement setting forth such

          candidate's name, qualifications (which must be consistent with the

          qualifications set forth in the Company's Corporate

          Governance Guidelines) and background is delivered to the Board of

          Directors by one or more shareholders entitled to vote in the election

          of directors; in the case of an annual meeting, not less than ninety

          (90) days prior to the anniversary date of the last annual meeting;

          or, in the case of a special meeting, not less than ninety (90) days

          prior to the date of a special meeting at which an election for

          directors is to occur.

 

     (b)  The Board of Directors may from time to time specify the information

          to appear in the written statement and shall provide any such

          specifications to any shareholder requesting the same within ten (10)

          days following receipt of written request therefor.

 

1.12 PROXIES.

 

     (a)  At any meeting of shareholders, any person who is entitled to attend,

          or to vote thereat, or to execute consents, waivers or releases, may

          be represented at such meeting or vote thereat, and execute consents,

          waivers and releases, and exercise any of his other rights, by proxy

          or proxies appointed by writing signed by such person or appointed by

          a verifiable communication authorized by such person.

 

     (b)  Voting by proxy or proxies shall be governed by all of the provisions

          of the laws of the State of Ohio, including the provisions relating to

          the sufficiency of the writing, the duration of the validity of the

          proxy or proxies, and the power of substitution and revocation.

 

1.13 ADJOURNMENT.

 

     (a)  The Chairman of any meeting of the shareholders may adjourn such

          meeting from time to time, regardless of whether a quorum is present

          at such meeting.

 

                                   SECTION 2.

                               BOARD OF DIRECTORS

 

2.01 GENERAL POWERS.

 

     The powers of the Corporation shall be exercised, its business and affairs

     conducted, and its property managed under the direction of the Board of

     Directors, except as otherwise provided by the laws of the State of Ohio,

     by the Articles of Incorporation, or by this Code of Regulations.

 

2.02 BYLAWS.

 

     The Board of Directors may adopt Bylaws to govern its own proceedings and

     its transaction of business, as well as the administration of the

     Corporation, the conduct of the Corporation's business, meetings and other

     affairs, management of the Corporation's property, and any other matters

     properly within the authority or discretion of the Board of

     Directors so long as consistent with the laws of the State of Ohio, the

     Articles of Incorporation and the Code of Regulations.

 

2.03 NUMBER.

 

     (a)  The Board of Directors shall consist of not less than three (3) nor

          more than fifteen (15) directors, except that if all outstanding

          shares of all classes of capital stock of the Corporation are held of

          record by less than three (3) persons, the number of directors may be

          less than three (3) but not less than the number of shareholders of

          record.

 

     (b)  Without amendment of this Code of Regulations, the number of

          directors, subject to the foregoing limitations, may be fixed or

          changed by resolution adopted by the Board of Directors.

 

     (c)  No reduction of the number of directors shall have the effect of

          removing any director prior to the expiration of his or her term of

          office.

 

2.04 CLASSIFICATION AND TERM.

 

     Unless the Board of Directors is divided into classes as provided in the

     Articles of Incorporation or this Code of Regulations, the term of office

     of each director shall be until adjournment of the next succeeding annual

     meeting of shareholders, or an action in lieu thereof, at which directors

     are elected or until a successor is elected as director.

 

2.05 NOTICE OF MEETING.

 

     (a)  Meetings of the Directors may be called by the Chairman of the Board,

          the President or any two Directors.

 

     (b)  Written notice of the time and place of each meeting of the Board of

          Directors shall be given to each director either by personal delivery,

          or by mail, telegram, overnight delivery service, fax, electronic

          mail, or any other means of communication authorized by the director

          at least two (2) days before each meeting.

 

     (c)  Any director may waive notice of the time and place of any meeting of

          the Board of Directors, either before or after the holding of the

          meeting.

 

2.06 PLACE OF AND QUORUM AND MANNER OF ACTING AT MEETINGS.

 

     (a)  Unless another place is designated in the notice of meeting, the place

          of all meetings shall be the principal office of the Corporation;

          provided, however, that any meeting may be held through any

          communications equipment if all directors participating can hear each

          other.

 

     (b)  Except as otherwise provided in this Code of Regulations, a majority

          of the number of directors fixed pursuant to Section 2.03 shall be

          present in person or by communications equipment at any meeting of the

          Board of Directors in order to constitute a quorum for the transaction

          of business at such meeting.

 

     (c)  Except as otherwise provided in this Code of Regulations, the act of

          the majority of the directors present at any meeting of the Board of

          Directors at which a quorum is present shall be the act of the Board

          of Directors.

 

     (d)  In the absence of a quorum at any meeting of the Board of Directors, a

          majority of those present may adjourn the meeting from time to time

          until a quorum shall be present and notice of any adjourned meeting

          need not be given.

 

     (e)  The directors shall act only as a board. Individual directors shall

          have no power as such.

 

2.07 ACTION WITHOUT MEETING.

 

     Any action which may be authorized or taken at a meeting of the Board of

     Directors, may be taken without a meeting if authorized by a writing signed

     by all directors. A telegram, cablegram, electronic mail, or an electronic

     or other transmission capable of authentication that is sent by a director

     and that contains an affirmative vote is a signed writing for the purposes

     of this section.

 

2.08 RESIGNATIONS.

 

     (a)  Any director of the corporation may resign at any time by giving

          written notice to the President or Secretary of the Corporation.

 

     (b)  A resignation shall take effect at the time specified therein, and,

          unless otherwise specified therein, shall become effective upon

          delivery. The acceptance of any resignation shall not be necessary to

          make it effective unless so specified in the resignation.

 

2.09 REMOVAL OF DIRECTORS.

 

     (a)  Subject to any limitations set forth in the Articles of Incorporation

          of the Corporation, a director, or the entire Board of Directors, may

          be removed from office, with cause, but only by the affirmative vote

          of the holders of record of outstanding shares representing at least

          75% of the votes entitled to be cast by the holders of all then

          outstanding shares of capital stock of this Corporation entitled to

          vote generally in the election of directors, voting together as a

          single class, and entitled to vote in respect thereof.

 

     (b)  Any vacancy in the Board of Directors caused by any removal may be

          filled by the shareholders at the same meeting.

 

2.10 VACANCIES.

 

     (a)  Subject to the right of the shareholders to fill a vacancy caused by

          the removal of a director as provided in Section 2.09 above, and

          subject further to any limitations set forth in the Articles of

          Incorporation of the Corporation, any vacancy or vacancies in the

          Board of Directors may be filled by the directors then in office,

          though less than a quorum, by the majority vote of the directors then

          in office.

 

     (b)  Any director elected to fill a vacancy shall be elected for the term

          remaining for the directors of the class to which he is elected.

 

2.11 COMPENSATION AND EXPENSES.

 

     (a)  The directors, by the affirmative vote of a majority of those in

          office, and irrespective of any financial or personal interest of any

          of them, shall have authority to establish reasonable compensation,

          that may include pension, disability, and death benefits, for services

          to the Corporation by directors and officers and reasonable

          reimbursement procedures for expenses incurred in performing their

          duties hereunder, or to delegate such authority to one or more

          officers or directors.

 

     (b)  No director shall be precluded from serving the Corporation as an

          officer or in any other capacity, or from receiving compensation

          therefor.

 

                                   SECTION 3.

                         EXECUTIVE AND OTHER COMMITTEES

 

3.01 CREATION.

 

     (a)  The Board of Directors may create an Executive Committee or any other

          committee of directors consisting of not less than three (3)

          directors, and may delegate to each such committee any of the

          authority of the Board of Directors other than the filling of

          vacancies on the Board of Directors or in any committee of directors.

 

     (b)  Each such committee shall serve at the pleasure of the Directors,

          shall act only in the intervals between meetings of the Directors, and

          shall be subject to the control and direction of the Directors.

 

     (c)  Each such committee may have a charter setting forth the purpose of

          the committee as well as the governance of the committee's

          proceedings.

 

3.02 ALTERNATE AND EX OFFICIO MEMBERS.

 

     (a)  The Board of Directors may appoint one or more Directors as alternate

          members of any committee, which alternate member or members may take

          the place of any absent member or members at any meeting of such

          committee.

 

     (b)  The Board of Directors may appoint any one or more persons (including

          persons who are not directors) as ex officio members of any committee,

          which ex officio member or members shall be entitled to be present in

          person, to present matters for consideration and to take part in

          consideration of any business by the committee at any meeting of the

          committee (except as prohibited by the applicable committee charter),

          but which ex officio member or members shall not be counted for

          purposes of a quorum nor for purposes of voting or otherwise in any

          way for purposes of authorizing any act or other transaction of

          business by such committee.

 

3.03 AUTHORITY AND MANNER OF ACTING.

 

     (a)  Unless otherwise provided in this Code of Regulations or in the

          committee's charter, or unless otherwise ordered by the Board of

          Directors, any such committee may act by majority of its members

          (excluding ex officio members) at a meeting or by a writing or

          writings signed by all of its members (excluding ex officio members).

 

     (b)  Any act or authorization of an act or transaction of business by any

          such committee within the authority delegated to it shall be as

          effective for all purposes as the act or authorization of the Board of

          Directors.

 

                                   SECTION 4.

                                    OFFICERS

 

4.01 OFFICERS.

 

     The officers of this Corporation shall be a President, a Treasurer and a

     Secretary and such Vice Presidents and other officers or assistant officers

     as the Board of Directors may from time to time deem necessary and appoint.

     In addition, the Board of Directors may elect a Chairman of the Board from

     among themselves. More than one office may be held by the same person, but

     only a director may serve as Chairman of the Board.

 

4.02 APPOINTMENT AND TERM OF OFFICE.

 

     The officers of the Corporation shall be appointed from time to time by the

     Board of Directors as it shall determine, and new offices may be created

     and filled at any meeting of the Board of Directors. Each officer shall

     hold office until his successor shall have been appointed.

 

4.03 RESIGNATION.

 

     (a)  Any officer or assistant officer may resign at any time by giving

          written notice to the Board of Directors or the Chairman of the Board,

          if any, or to the President or Secretary of the Corporation.

 

     (b)  A resignation shall take effect at the time specified therein, and,

          unless otherwise specified therein, shall become effective upon

          delivery. The acceptance of such resignation shall not be necessary to

          make it effective unless so specified in the resignation.

 

4.04 REMOVAL.

 

     Any officer or assistant officer may be removed by the Board of Directors

     with or without cause whenever in its judgment the best interests of the

     corporation would be served thereby.

 

4.05 DUTIES OF OFFICERS.

 

     (a)  The Chairman of the Board, if any, shall preside at all meetings of

          shareholders and all meetings of the Board of Directors.

 

     (b)  The President shall be the chief executive officer of the Corporation,

          and shall, in the absence of a Chairman of the Board, preside at all

          meetings of shareholders and, unless another person is designated by

          the Board of Directors, all meetings of the Board of Directors.

 

     (c)  The Treasurer shall have such authorities and duties as are delegated

          by this Code of Regulations or as may be delegated from time to time

          by the Board of Directors or the Chairman of the Board.

 

     (d)  The Secretary shall take or cause to be taken minutes of all meetings

          of the Board of Directors. The Secretary shall be the custodian of all

          records and reports of the Board of Directors. The Secretary shall

          have such other authorities and duties as are delegated by this Code

          of Regulations or as may be delegated from time to time by the Board

          of Directors or the Chairman of the Board.

 

     (e)  Each of the following officers -- the Chairman of the Board, if any,

          the President, any Vice President, the Secretary, any Assistant

          Secretary, the Treasurer, and any Assistant Treasurer -- jointly or

          any one of them individually, shall have the authority to sign,

          execute and deliver in the name of the Corporation any deed, mortgage,

          bond, instrument, agreement or other document evidencing any

          transaction authorized by the Board of Directors, except where the

          signing or execution thereof shall have been expressly delegated to

          another officer or person on the Corporation's behalf.

 

     (f)  In the absence of any officer or assistant officer or for any other

          reason which the Board of Directors may deem sufficient, the Board of

          Directors may delegate the authorities and duties of any officer, or

          any assistant officer to any other officer, assistant officer or to

          any director.

 

     (g)  In addition to the foregoing, each officer or assistant officer shall

          perform all duties as may from time to time be delegated to each of

          them by this Code of Regulations or by the Board of Directors or any

          committee of directors as provided herein.

 

                                   SECTION 5.

                               TRANSFER OF SHARES

 

5.01 CERTIFICATE FOR SHARES.

 

     (a)  Every owner of any share of any class of the Corporation shall be

          entitled to a certificate which shall be in such form as the Board of

          Directors shall prescribe, certifying the number of shares in the

          Corporation owned by him.

 

     (b)  The certificates for the respective classes of shares shall be

          numbered in the order in which they shall be issued and shall be

          signed in the name of the Corporation by the Chairman of the Board or

          the President and by the Secretary or the Treasurer.

 

     (c)  A record shall be kept by the Secretary of the name of each person

          owning the shares represented by each certificate, the number of

          shares represented thereby, the date thereof and, in case of

          cancellation, the date of cancellation.

 

     (d)  Every certificate surrendered to the Corporation for exchange or

          transfer shall be canceled and no new certificate or certificates

          shall be issued in exchange for any existing certificate until the

          existing certificate shall have been so canceled, except in the cases

          provided for in Section 5.03.

 

5.02 TRANSFERS.

 

     (a)  Transfer of shares in the Corporation shall be made only on the books

          of the Corporation by the registered holder, an executor or

          administrator or other legal representative of the registered holder,

          or by an attorney authorized by a power of attorney duly executed and

          filed with the Secretary of the Corporation or with a transfer agent

          appointed by the Board of Directors.

 

     (b)  The person in whose name shares stand on the books of the Corporation

          shall, to the full extent permitted by the laws of the State of Ohio,

          be deemed the owner thereof for all purposes.

 

 

5.03 LOST, STOLEN OR DESTROYED CERTIFICATES.

 

     (a)  The holder of any shares in the Corporation shall immediately notify

          the Secretary of any lost, stolen or destroyed certificate, and the

          Corporation may issue a new certificate in the place of any

          certificate alleged to have been lost, stolen or destroyed.

 

     (b)  The Board of Directors may, at its discretion, require the owner of a

          lost, stolen or destroyed certificate or his legal representative to

          give the Corporation a bond on such terms and with such sureties as it

          may direct, to indemnify the Corporation against any claim that may be

          made against it on account of the alleged lost, stolen or destroyed

          certificate.

 

     (c)  The Board of Directors may, however, at its discretion, refuse to

          issue any such new certificate except pursuant to legal proceedings in

          accordance with Section 1701.24 or other applicable sections of the

          Ohio Revised Code.

 

5.04 RECORD DATE.

 

     (a)  The Board of Directors may, by resolution, fix in advance a date, not

          exceeding sixty (60) days preceding the date of any meeting of

          shareholders or the date for the payment of any dividend, or the date

          for the allotment of rights, or the date when any change or conversion

          or exchange of shares shall go into effect, as a record date for the

          determination of the shareholders entitled to notice of, and to vote

          at, any such meeting, or entitled to receive payment of any such

          dividend or to any such allotment or rights, or to exercise the rights

          in respect to any such change, conversion or exchange.

 

     (b)  Only such shareholders of record on the date so fixed shall be

          entitled to receive notice of, and to vote at such meeting, or to

          receive payment of such dividend or to receive such allotment or

          rights or to exercise such rights, as the case may be, notwithstanding

          any transfer of any share on the books of the Corporation after such

          record date.

 

                                   SECTION 6.

                          INDEMNIFICATION AND INSURANCE

 

6.01 INDEMNIFICATION.

 

     (a)  Directors and Officers. To the fullest extent not prohibited by

          applicable law, the Corporation shall indemnify each person against

          any and all costs and expenses (including attorney fees, judgments,

          fines, penalties, amounts paid in settlement, and other disbursements)

          actually and reasonably incurred by or imposed upon such person in

          connection with any action, suit, investigation or proceeding (or any

          claim or other matter therein), whether civil, criminal,

          administrative or otherwise in nature, including any settlements

          thereof or any appeals therein, with

          respect to which such person is named or otherwise becomes or is

          threatened to be made a party by reason of being or at any time having

          been a director or officer of the Corporation, or by reason of being

          or at any time having been, while such a director or officer, an

          employee or other agent of the Corporation or, at the direction or

          request of the Corporation, a director, trustee, officer,

          administrator, manager, employee, member, advisor or other agent of or

          fiduciary for any other corporation, partnership, trust, venture or

          other entity or enterprise including any employee benefit plan.

 

     (b)  Employees and Agents. The Corporation shall indemnify any other person

          to the extent such person shall be entitled to indemnification under

          the laws of the State of Ohio by reason of being successful on the

          merits or otherwise in defense of an action to which such person is

          named a party by reason of being an employee or other agent of the

          Corporation, and the Corporation may further indemnify any such person

          if it is determined on a case by case basis by the Board of Directors

          that indemnification is proper in the specific case.

 

     (c)  General. Notwithstanding anything to the contrary in this Code of

          Regulations, no person shall be indemnified to the extent, if any, it

          is determined by the Board of Directors or by written opinion of legal

          counsel designated by the Board of Directors for such purpose that

          indemnification is contrary to applicable law.

 

6.02 INSURANCE.

 

     The Corporation may, as the Board of Directors may direct, purchase and

     maintain such insurance on behalf of any person who is or at any time has

     been a director, officer, employee or other agent of or in a similar

     capacity with the Corporation, or who is or at any time has been, at the

     direction or request of the Corporation, a director, trustee, officer,

     administrator, manager, employee, member, advisor or other agent of or

     fiduciary for any other corporation, partnership, trust, venture or other

     entity or enterprise including any employee benefit plan against any

     liability asserted against and incurred by such person.

 

                                   SECTION 7.

                                  MISCELLANEOUS

 

7.01 NO SEAL.

 

     The Corporation shall have no seal.

 

7.02 AMENDMENT.

 

     This Amended and Restated Code of Regulations may only be amended in whole

     or part pursuant to the terms of Article 12 of the Articles of

     Incorporation.

 

This Amended and Restated Code of Regulations is effective as of April 26, 2004.