AMENDED AND RESTATED CODE OF REGULATIONS
 
                                       OF
 
                                STONERIDGE, INC.
 
 
                                    ARTICLE I
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                            Meetings of Shareholders
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                  Section 1. ANNUAL MEETINGS. The annual meeting of shareholders
shall be held at such time and on such date as may be fixed by the Board of
Directors and stated in the notice of the meeting, for the election of
directors, the consideration of reports to be laid before such meeting and the
transaction of such other business as may properly come before the meeting.
 
                  Section 2. SPECIAL MEETINGS. Special meetings of the
shareholders shall be called upon the written request of the president, the
directors by action at a meeting, a majority of the directors acting without a
meeting, or of the holders of shares entitling them to exercise fifty percent
(50%) of the voting power of the Corporation entitled to vote thereat. Special
meetings may not be called by any other person. Calls for such meetings shall
specify the purposes thereof. No business other than that specified in the call
shall be considered at any special meeting.
 
                  Section 3. NOTICES OF MEETINGS. Unless waived, written notice
of each annual or special meeting stating the time, place, and the purposes
thereof shall be given by personal delivery or by mail to each shareholder of
record entitled to vote at or entitled to notice of the meeting, not more than
sixty (60) days nor less than seven (7) days before any such meeting. If mailed,
such notice shall be directed to the shareholder at his address as the same
appears upon the records of the Corporation and shall be deemed to have been
given at the time when it was mailed. Any shareholder, either before or after
any meeting, may waive any notice required to be given by law or under these
Regulations.
 
                  Section 4. PLACE OF MEETINGS. Meetings of shareholders shall
be held at the principal office of the Corporation unless the Board of Directors
determines that a meeting shall be held at some other place within or without
the State of Ohio and causes the notice thereof to so state.
 
                  Section 5. QUORUM. The holders of shares entitling them to
exercise a majority of the voting power of the Corporation entitled to vote at
any meeting, present in person or by proxy, shall constitute a quorum for the
transaction of business to be considered at such meeting; provided, however,
that no action required by law or by the Second
 
 
<PAGE>   2
 
 
 
Amended and Restated Articles of Incorporation (as they may be amended from time
to time, the "Articles of Incorporation") or these Regulations to be authorized
or taken by the holders of a designated proportion of the shares of any
particular class or of each class may be authorized or taken by a lesser
proportion. The holders of a majority of the voting shares represented at a
meeting, whether or not a quorum is present, may adjourn such meeting from time
to time until a quorum shall be present.
 
                  Section 6. RECORD DATE. The Board of Directors may fix a
record date for any lawful purpose, including, without limiting the generality
of the foregoing, the determination of shareholders entitled to (i) receive
notice of or to vote at any meeting, (ii) receive payment of any dividend or
distribution, (iii) receive or exercise rights of purchase of or subscription
for, or exchange or conversion of, shares or other securities, subject to any
contract right with respect thereto, or (iv) participate in the execution of
written consents, waivers or releases. Said record date shall not be more than
sixty (60) days preceding the date of such meeting, the date fixed for the
payment of any dividend or distribution or the date fixed for the receipt or the
exercise of rights, as the case may be.
 
                  If a record date shall not be fixed, the record date for the
determination of shareholders who are entitled to notice of, or who are entitled
to vote at, a meeting of shareholders shall be the close of business on the date
next preceding the day on which notice is given, or the close of business on the
date next preceding the day on which the meeting is held, as the case may be.
 
                  Section 7. PROXIES. A person who is entitled to attend a
shareholders' meeting, 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 a writing signed by such person.
 
                  Section 8. CONDUCT OF MEETING. Unless otherwise determined by
the Board of Directors prior to the meeting, the chairman of any meeting of the
shareholders shall determine the order of business and shall have the authority
in his discretion to regulate the conduct of such meeting, including, without
limitation, by imposing restrictions on the persons (other than shareholders of
the Corporation or their duly appointed proxies) who may attend any such meeting
of shareholders, whether any shareholder or his proxy may be excluded from any
shareholders' meeting based upon any determination by the chairman, in his sole
discretion, that any such person has unduly disrupted or is likely to disrupt
the proceedings thereat, and the circumstances under which any person may make a
statement or ask questions at any meeting of shareholders.
 
 
                                   ARTICLE II
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                                    Directors
                                    ---------
 
                  Section 1. NUMBER OF DIRECTORS. Until changed in accordance
with the provisions of this section (or as otherwise provided in the
Corporation's Articles of Incorporation), the number of directors of the
Corporation, none of whom need be
 
 
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<PAGE>   3
 
 
 
shareholders, shall be six (6). The number of directors may be increased or
decreased by action of the Board of Directors upon the vote of the majority of
the board or by the vote of the shareholders that are present in person or by
proxy at a meeting to elect directors at which a quorum is present and that are
holders of a majority of the shares represented at the meeting and entitled to
vote on the proposal; provided, however, that in no case shall the number be
fewer than five (5) or more than twelve (12); and provided, further, that no
decrease in the number of directors shall have the effect of removing any
director prior to the expiration of his term of office. Notwithstanding the
foregoing, the aggregate number of members of the Board of Directors shall
automatically increase by the number of directors elected pursuant to Article
Fourth, Division A, subsection 5(b) of the Articles of Incorporation of the
Company, such directors to be elected and hold office in accordance with such
provisions of the Articles of Incorporation of the Company, notwithstanding any
other provision of this Code of Regulations.
 
                  Section 2. ELECTION OF DIRECTORS. (a) Directors shall be
elected at the annual meeting of shareholders, but when the annual meeting is
not held or directors are not elected thereat, they may be elected at a special
meeting called and held for that purpose. Such election shall be by ballot
whenever requested by any shareholder entitled to vote at such election; but,
unless such request is made, the election may be conducted in any manner
approved at such meeting.
 
                  At each meeting of shareholders for the election of directors,
the candidates receiving the greatest number of votes entitled to be cast shall
be elected as directors.
 
                  Section 3. NOMINATIONS.
 
                  (a) QUALIFICATIONS. Directors of the Corporation need not be
shareholders or residents of the State of Ohio. No person shall be appointed or
elected a director of the Corporation unless:
 
                           (i) such person is elected to fill a vacancy in the
Board of Directors pursuant to section 6 of this Article II; or
 
                           (ii) such person is nominated for election as a
director of the Corporation in accordance with this section.
 
                  Nominations of candidates for election as directors at any
meeting of shareholders called for election of directors (an "Election Meeting")
may be made by the Board of Directors or a committee thereof or any shareholder
of record providing written notification to the Secretary of the Company of such
nomination(s). At the request of the Secretary, each proposed nominee shall
provide the Corporation with such information concerning himself as is required
under the rules and regulations of the Securities and Exchange Commission (the
"Commission") to be included in the Corporation's proxy statement soliciting
proxies for the election of such nominee as a director.
 
                  (b) SUBSTITUTION OF NOMINEES. In the event that a person is
validly designated as a nominee in accordance with this Code of Regulations and
shall thereafter become unable
 
 
                                       -3-
 
<PAGE>   4
 
 
 
or unwilling to stand for election to the Board of Directors, the Board of
Directors or a committee thereof may designate a substitute nominee upon
delivery, not fewer than five (5) days prior to the date of an Election Meeting,
of a written notice of the Secretary setting forth such information regarding
such substitute nominee as would have been required to be delivered to the
Secretary pursuant to this Code of Regulations had such substitute nominee been
initially proposed as a nominee.
 
                  Section 4. TERM OF OFFICE. Each director shall hold office
until the annual meeting next succeeding his election and until his successor is
elected and qualified, or until his earlier resignation, removal from office or
death.
 
                  Section 5. REMOVAL. All the directors or any individual
director may be removed from office, without assigning any cause, by the vote of
the holders of a majority of the voting power entitling them to elect directors
in place of those to be removed. In case of any such removal, a new director may
be elected at the same meeting for the unexpired term of each director removed.
 
                  Section 6. VACANCIES. Vacancies in the Board of Directors may
be filled by a majority vote of the remaining directors until an election to
fill such vacancies is had. A vacancy or vacancies in the Board of Directors
shall be deemed to exist if the number of directors is increased by the Board of
Directors. Shareholders entitled to elect directors shall have the right to fill
any vacancy in the board (whether the same has been temporarily filled by the
remaining directors or not) at any meeting of the shareholders called for that
purpose, and any directors elected at any such meeting of shareholders shall
serve until the next annual election of directors and until their successors are
elected and qualified.
 
                  Section 7. QUORUM AND TRANSACTION OF BUSINESS. A majority of
the whole authorized number of directors shall constitute a quorum for the
transaction of business, except that a majority of the directors in office shall
constitute a quorum for filling a vacancy on the board. Whenever less than a
quorum is present at the time and place appointed for any meeting of the board,
a majority of those present may adjourn the meeting from time to time until a
quorum shall be present. The act of a majority of the directors present at a
meeting at which a quorum is present shall be the act of the board.
 
                  Section 8. ANNUAL MEETING. Annual meetings of the Board of
Directors shall be held immediately following annual meetings of the
shareholders, or as soon thereafter as is practicable. If no annual meeting of
the shareholders is held, or if directors are not elected thereat, then the
annual meeting of the Board of Directors shall be held immediately following any
special meeting of the shareholders at which directors are elected, or as soon
thereafter as is practicable. If such annual meeting of directors is held
immediately following a meeting of the shareholders, it shall be held at the
same place at which such shareholders' meeting was held.
 
                  Section 9. REGULAR MEETINGS. Regular meetings of the Board of
Directors shall be held at such times and places, within or without the State of
Ohio, as the Board of Directors may, by resolution or by-law, from time to time
determine. The secretary shall
 
 
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<PAGE>   5
 
 
 
give notice of each such resolution or by-law to any director who was not
present at the time the same was adopted, but no further notice of such regular
meeting need be given.
 
                  Section 10. SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called by the chairman of the board, the president, any vice
president, or a majority of the Board of Directors, and shall be held at such
times and places, within or without the State of Ohio, as may be specified in
such call.
 
                  Section 11. NOTICE OF ANNUAL OR SPECIAL MEETINGS. Notice of
the time and place of each annual or special meeting shall be given to each
director by the secretary or by the person or persons calling such meeting. Such
notice need not specify the purpose or purposes of the meeting and may be given
in any manner or method and at such time so that the director receiving it may
have reasonable opportunity to participate in the meeting. Such notice shall, in
all events, be deemed to have been properly and duly given if mailed at least
forty-eight (48) hours prior to the meeting and directed to the residence of
each director as shown upon the secretary's records and, in the event of a
meeting to be held through the use of communications equipment, if the notice
sets forth the telephone number at which each director may be reached for
purposes of participation in the meeting as shown upon the secretary's records
and states that the secretary must be notified if a director desires to be
reached at a different telephone number. The giving of notice shall be deemed to
have been waived by any director who shall participate in such meeting and may
be waived, in a writing, by any director either before or after such meeting.
 
                  Section 12. TELEPHONIC MEETINGS. To the extent permitted by
law, members of the Board of Directors or any committee thereof may participate
in a meeting of such body through the use of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participants in a meeting pursuant to this
Section shall constitute presence in person at such meeting.
 
                  Section 13. COMPENSATION. The directors, as such, shall be
entitled to receive such reasonable compensation for their services as may be
fixed from time to time by resolution of the board, and expenses of attendance,
if any, may be allowed for attendance at each annual, regular or special meeting
of the Board of Directors. Nothing herein contained shall be construed to
preclude any director from serving the Corporation in any other capacity and
receiving compensation therefor. Members of the executive committee, if any, or
of any standing or special committee may by resolution of the board be allowed
such compensation for their services as the Board of Directors may deem
reasonable, and additional compensation may be allowed to directors for special
services rendered.
 
                  Section 14. BY-LAWS. For the government of its actions, the
Board of Directors may adopt by-laws consistent with the Articles of
Incorporation of the Corporation and this Code of Regulations.
 
 
 
                                       -5-
 
<PAGE>   6
 
 
 
                                   ARTICLE III
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                                   Committees
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                  Section 1. EXECUTIVE COMMITTEE. The Board of Directors may
from time to time, by resolution passed by a majority of the whole board, create
an executive committee of three or more directors, the members of which shall be
elected by the Board of Directors to serve at the pleasure of the board. If the
Board of Directors does not designate a chairman of the executive committee, the
executive committee shall elect a chairman from its own number. Except as
otherwise provided herein and in the resolution creating an executive committee,
such committee shall, during the intervals between the meetings of the Board of
Directors, possess and may exercise all of the powers of the Board of Directors
in the management of the business and affairs of the Corporation, other than
that of filling vacancies among the directors or in any committee of the
directors. The executive committee shall keep full records and accounts of its
proceedings and transactions. All action by the executive committee shall be
reported to the Board of Directors at its meeting next succeeding such action
and shall be subject to control, revision and alteration by the Board of
Directors, provided that no rights of third persons shall be prejudicially
affected thereby. Vacancies in the executive committee shall be filled by the
directors, and the directors may appoint one or more directors as alternate
members of the committee who may take the place of any absent member or members
at any meeting.
 
                  Section 2. MEETINGS OF EXECUTIVE COMMITTEE. Subject to the
provisions of this Code of Regulations, the executive committee shall fix its
own rules of procedure and shall meet as provided by such rules or by
resolutions of the Board of Directors, and it shall also meet at the call of the
president, the chairman of the executive committee or any two members of the
committee. Unless otherwise provided by such rules or by such resolutions, the
provisions of Section 10 of Article II relating to the notice required to be
given of meetings of the Board of Directors shall also apply to meetings of the
executive committee. A majority of the executive committee shall be necessary to
constitute a quorum. The executive committee may act in a writing, or by
telephone with written confirmation, without a meeting, but no action by writing
of the executive committee shall be effective unless concurred in by all members
of the committee.
 
                  Section 3. OTHER COMMITTEES. The Board of Directors may by
resolution provide for such other standing or special committees as it deems
desirable, and discontinue the same at pleasure. Each such committee shall have
such powers and perform such duties, not inconsistent with law, as may be
delegated to it by the Board of Directors. The provisions of Section 1 and
Section 2 of this Article shall govern the appointment and action of such
committees so far as the same are consistent with such appointment and unless
otherwise provided by the Board of Directors. Vacancies in such committees shall
be filled by the Board of Directors or as the Board of Directors may provide.
 
 
 
                                       -6-
 
<PAGE>   7
 
 
 
                                   ARTICLE IV
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                                    Officers
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                  Section 1. GENERAL PROVISIONS. The Board of Directors shall
elect a president, such number of vice presidents as the board may from time to
time determine, a secretary and a treasurer and, in its discretion, a chairman
of the Board of Directors. The Board of Directors may from time to time create
such offices and appoint such other officers, subordinate officers and assistant
officers as it may determine. The president, any vice president who succeeds to
the office of the president, and the chairman of the board shall be, but the
other officers need not be, chosen from among the members of the Board of
Directors. Any two of such offices, other than that of president and vice
president, may be held by the same person, but no officer shall execute,
acknowledge or verify any instrument in more than one capacity.
 
                  Section 2. TERM OF OFFICE. The officers of the Corporation
shall hold office at the pleasure of the Board of Directors, and, unless sooner
removed by the Board of Directors, until the annual meeting of the Board of
Directors following the date of their election and until their successors are
chosen and qualified. The Board of Directors may remove any officer at any time,
with or without cause. A vacancy in any office, however created, shall be filled
by the Board of Directors.
 
 
                                    ARTICLE V
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                               Duties of Officers
                               ------------------
 
                  Section 1. CHAIRMAN OF THE BOARD. The chairman of the board,
if one be elected, shall preside at all meetings of the Board of Directors and
shall have such other powers and duties as may be prescribed by the Board of
Directors.
 
                  Section 2. PRESIDENT. The president shall be the chief
executive officer of the Corporation and shall exercise supervision over the
business of the Corporation and over its several officers, subject, however, to
the control of the Board of Directors. He shall preside at all meetings of
shareholders, and, in the absence of the chairman of the board, or if a chairman
of the board shall not have been elected, shall also preside at meetings of the
Board of Directors. He shall have authority to sign all certificates for shares
and all deeds, mortgages, bonds, agreements, notes, and other instruments
requiring his signature; and shall have all the powers and duties prescribed by
Chapter 1701 of the Revised Code of Ohio and such others as the Board of
Directors may from time to time assign to him.
 
                  Section 3. VICE PRESIDENTS. The vice presidents shall have
such powers and duties as may from time to time be assigned to them by the Board
of Directors or the president. At the request of the president, or in the case
of his absence or disability, the vice president designated by the president (or
in the absence of such designation, the vice president designated by the board)
shall perform all the duties of the president and, when so acting, shall have
all the powers of the president. The authority of vice presidents to sign in
 
 
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<PAGE>   8
 
 
 
the name of the Corporation certificates for shares and deeds, mortgages, bonds,
agreements, notes and other instruments shall be coordinate with like authority
of the president.
 
                  Section 4. SECRETARY. The secretary shall keep minutes of all
the proceedings of the shareholders and Board of Directors and shall make proper
record of the same, which shall be attested by him; shall have authority to
execute and deliver certificates as to any of such proceedings and any other
records of the Corporation; shall have authority to sign all certificates for
shares and all deeds, mortgages, bonds, agreements, notes and other instruments
to be executed by the Corporation which require his signature; shall give notice
of meetings of shareholders and directors; shall produce on request at each
meeting of shareholders a certified list of shareholders arranged in
alphabetical order; shall keep such books and records as may be required by law
or by the Board of Directors; and, in general, shall perform all duties incident
to the office of secretary and such other duties as may from time to time be
assigned to him by the Board of Directors or the president.
 
                  Section 5. TREASURER. The treasurer shall have general
supervision of all finances; he shall receive and have in charge all money,
bills, notes, deeds, leases, mortgages and similar property belonging to the
Corporation, and shall do with the same as may from time to time be required by
the Board of Directors. He shall cause to be kept adequate and correct accounts
of the business transactions of the Corporation, including accounts of its
assets, liabilities, receipts, disbursements, gains, losses, stated capital and
shares, together with such other accounts as may be required, and upon the
expiration of his term of office shall turn over to his successor or to the
Board of Directors all property, books, papers and money of the Corporation in
his hands; and shall have such other powers and duties as may from time to time
be assigned to him by the Board of Directors or the president.
 
                  Section 6. ASSISTANT AND SUBORDINATE OFFICERS. The Board of
Directors may appoint such assistant and subordinate officers as it may deem
desirable. Each such officer shall hold office during the pleasure of the Board
of Directors, and perform such duties as the Board of Directors or the president
may prescribe.
 
                  The Board of Directors may, from time to time, authorize any
officer to appoint and remove subordinate officers, to prescribe their authority
and duties, and to fix their compensation.
 
                  Section 7. DUTIES OF OFFICERS MAY BE DELEGATED. In the absence
of any officer of the Corporation, or for any other reason the Board of
Directors may deem sufficient, the Board of Directors may delegate, for the time
being, the powers or duties, or any of them, of such officer to any other
officer or to any director.
 
 
 
 
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<PAGE>   9
 
 
 
                                   ARTICLE VI
                                   ----------
 
                          Indemnification and Insurance
                          -----------------------------
 
                  Section 1. INDEMNIFICATION IN NON-DERIVATIVE ACTIONS. 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, other
than an action by or in the right of the Corporation, by reason of the fact that
he is or was a director or officer of the Corporation, or is or was serving at
the request of the Corporation as a director, trustee, officer, employee, or
agent of another corporation, domestic or foreign, nonprofit or for profit,
partnership, joint venture, trust, or other enterprise, against expenses,
including attorneys' fees, judgments, fines, and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit, or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the Corporation, and with respect
to any criminal action or proceeding, had no reasonable cause to believe his
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, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he reasonably believed to be in or
not opposed to the best interests of the Corporation and, with respect to any
criminal action or proceeding, that he had reasonable cause to believe that his
conduct was unlawful.
 
                  Section 2. INDEMNIFICATION IN DERIVATIVE ACTIONS. 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 or suit by or
in the right of the Corporation to procure a judgment in its favor by reason of
the fact that he is or was a director or officer of the Corporation, or is or
was serving at the request of the Corporation as a director, trustee, officer,
employee, or agent of another corporation, domestic or foreign, nonprofit or for
profit, partnership, joint venture, trust, or other enterprise against expenses,
including attorneys' fees, actually and reasonably incurred by him in connection
with the defense or settlement of such action or suit if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the Corporation, except that no indemnification shall be made in
respect of (a) any claim, issue or matter as to which such person shall have
been adjudged to be liable for negligence or misconduct in the performance of
his duty to the Corporation unless, and only to the extent that the Court of
Common Pleas, or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability, but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses as the Court of Common Pleas or such
court shall deem proper, or (b) any action or suit in which the only liability
asserted against a director is pursuant to Section 1701.95 of the Ohio Revised
Code.
 
                  Section 3. INDEMNIFICATION AS MATTER OF RIGHT. To the extent
that a director, trustee, officer, employee, or agent has been successful on the
merits or otherwise in defense of any action, suit, or proceeding referred to in
Section 1 or 2 of this Article VI, or in defense of any claim, issue, or matter
therein, he shall be indemnified against expenses, including attorneys' fees,
actually and reasonably incurred by him in connection therewith.
 
 
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<PAGE>   10
 
 
 
 
                  Section 4. DETERMINATION OF CONDUCT. Any indemnification under
Sections 1 and 2 of this Article VI, 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, trustee, officer, employee, or agent is
proper in the circumstances because he has met the applicable standard of
conduct set forth in Sections 1 and 2 of this Article VI. Such determination
shall be made (a) by a majority vote of a quorum consisting of directors of the
Corporation who were not and are not parties to or threatened with any such
action, suit, or proceeding, or (b) if such a quorum is not obtainable or if a
majority vote of a quorum of disinterested directors so directs, in a written
opinion by independent legal counsel, other than an attorney or a firm having
associated with it an attorney who has been retained by or who has performed
services for the Corporation or any person to be indemnified within the past
five years, or (c) by the shareholders or (d) by the Court of Common Pleas or
the court in which such action, suit, or proceeding was brought. Any
determination made by the disinterested directors under Section 4(a) or by
independent legal counsel under Section 4(b) of this Article VI shall be
promptly communicated to the person who threatened or brought the action or
suit, by or in the right of the Corporation under Section 2 of this Article VI,
and within ten days after receipt of such notification, such person shall have
the right to petition the Court of Common Pleas or the court in which such
action or suit was brought to review the reasonableness of such determination.
 
                  Section 5. ADVANCE PAYMENT OF EXPENSES. Expenses, including
attorneys' fees, incurred in defending any action, suit, or proceeding referred
to in Sections 1 or 2 of this Article VI, shall be paid by the Corporation in
advance of the final disposition of such action, suit, or proceeding as
authorized by the directors in the specific case upon receipt of an undertaking
by or on behalf of the director, trustee, officer, employee, or agent to repay
such amount, unless it shall ultimately be determined that he is entitled to be
indemnified by the Corporation as authorized in this Article VI.
 
                  Section 6. NONEXCLUSIVITY. The indemnification provided by
this Article VI shall not be deemed exclusive of any other rights to which those
seeking indemnification may be entitled under the Articles of Incorporation or
the Amended and Restated Code of Regulations or any agreement, vote of
shareholders or disinterested directors, or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such office
and shall continue as to a person who has ceased to be a director, trustee,
officer, employee, or agent and shall inure to the benefit of the heirs,
executors, and administrators of such a person.
 
                  Section 7. LIABILITY INSURANCE. The Corporation may purchase
and maintain insurance on behalf of any person who is or was a director,
officer, employee, or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, trustee, officer, employee, or agent
of another corporation, domestic or foreign, nonprofit or for profit,
partnership, joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity, or arising out of
his status as such, whether or not the Corporation would have the power to
indemnify him against such liability under the provisions of this Article VI or
of Chapter 1701 of the Ohio Revised Code.
 
 
 
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<PAGE>   11
 
 
 
 
                                   ARTICLE VII
                                   -----------
 
                             Certificates for Shares
                             -----------------------
 
                  Section 1. FORM AND EXECUTION. Certificates for shares,
certifying the number of fully paid shares owned, shall be issued to each
shareholder in such form as shall be approved by the Board of Directors. Such
certificates shall be signed by the president or a vice president and by the
secretary or an assistant secretary or the treasurer or an assistant treasurer;
provided, however, that if such certificates are countersigned by a transfer
agent and/or registrar, the signatures of any of said officers and the seal of
the Corporation upon such certificates may be facsimiles, engraved, stamped or
printed. If any officer or officers, who shall have signed, or whose facsimile
signature shall have been used, printed or stamped on any certificate or
certificates for shares, shall cease to be such officer or officers, because of
death, resignation or otherwise, before such certificate or certificates shall
have been delivered by the Corporation, such certificate or certificates, if
authenticated by the endorsement thereon of the signature of a transfer agent or
registrar, shall nevertheless be conclusively deemed to have been adopted by the
Corporation by the use and delivery thereof and shall be as effective in all
respects as though signed by a duly elected, qualified and authorized officer or
officers, and as though the person or persons who signed such certificate or
certificates, or whose facsimile signature or signatures shall have been used
thereon, had not ceased to be an officer or officers of the Corporation.
 
                  Section 2. TRANSFER AND REGISTRATION OF CERTIFICATES. The
Board of Directors shall have authority to make such rules and regulations, not
inconsistent with law, the Second Amended and Restated Articles of Incorporation
or this Amended and Restated Code of Regulations, as it deems expedient
concerning the issuance, transfer and registration of certificates for shares
and the shares represented thereby.
 
                  Section 3. LOST, DESTROYED OR STOLEN CERTIFICATES. A new share
certificate or certificates may be issued in place of any certificate
theretofore issued by the Corporation which is alleged to have been lost,
destroyed or wrongfully taken upon (a) the execution and delivery to the
Corporation by the person claiming the certificate to have been lost, destroyed
or wrongfully taken of an affidavit of that fact, specifying whether or not, at
the time of such alleged loss, destruction or taking, the certificate was
endorsed, and (b) the furnishing to the Corporation of indemnity and other
assurances satisfactory to the Corporation and to all transfer agents and
registrars of the class of shares represented by the certificate against any and
all losses, damages, costs, expenses or liabilities to which they or any of them
may be subjected by reason of the issue and delivery of such new certificate or
certificates or in respect of the original certificate.
 
                  Section 4. REGISTERED SHAREHOLDERS. A person in whose name
shares are of record on the books of the Corporation shall conclusively be
deemed the unqualified owner and holder thereof for all purposes and to have
capacity to exercise all rights of ownership. Neither the Corporation nor any
transfer agent of the Corporation shall be bound to recognize any equitable
interest in or claim to such shares on the part of any other person,
 
 
                                      -11-
 
<PAGE>   12
 
 
whether disclosed upon such certificate or otherwise, nor shall they be obliged
to see to the execution of any trust or obligation.
 
 
                                  ARTICLE VIII
                                  ------------
 
                                   Fiscal Year
                                   -----------
 
                  The fiscal year of the Corporation shall end on December 31 of
each year, or on such other date as may be fixed from time to time by the Board
of Directors.
 
 
                                   ARTICLE IX
                                   ----------
 
                                      Seal
                                      ----
 
                  The Board of Directors may provide a suitable seal containing
the name of the Corporation. If deemed advisable by the Board of Directors,
duplicate seals may be provided and kept for the purposes of the Corporation.
 
 
                                    ARTICLE X
                                    ---------
 
                                   Amendments
                                   ----------
 
                  This Amended and Restated Code of Regulations may be amended,
or new regulations may be adopted, at any meeting of shareholders called for
such purpose by the affirmative vote of, or without a meeting by the written
consent of, the holders of shares entitling them to exercise a majority of the
voting power of the Corporation on such proposal.
 

 

[As Filed: 08-08-1997]