EXHIBIT A - AMENDED AND RESTATED CONSOLIDATED CODE OF REGULATIONS



                              AMENDED AND RESTATED
                              --------------------
                        CONSOLIDATED CODE OF REGULATIONS
                                       OF
                        THE REYNOLDS AND REYNOLDS COMPANY

                                    ARTICLE I
                                     OFFICES
                                     -------

         SECTION 1. PRINCIPAL OFFICE. The principal office of the corporation
shall be at 115 South Ludlow Street, Dayton, Ohio, or at such other place as may
be designated from time to time by the Board of Directors.

         SECTION 2. OTHER OFFICES. The corporation may also have offices at such
other places within or without the State of Ohio, as the Board of Directors may
from time to time determine or as the business of the corporation may require.


                                   ARTICLE II
                                   FISCAL YEAR
                                   -----------

         The fiscal year of the corporation shall end on September 30 of each
year. However, such date may be changed for future fiscal years at any time by
resolution of the Board of Directors.


                                   ARTICLE III
                            MEETINGS OF SHAREHOLDERS
                            ------------------------

         SECTION 1. ANNUAL MEETINGS. Annual meetings of shareholders for the
election of directors and for such other business as may be stated in the notice
of the meeting, shall be held within five months after the end of each fiscal
year at such place, either within or without the State of Ohio, and at such time
and date as the Board of Directors, by resolution, shall determine and as set
forth in the notice of the meeting. At each annual meeting, the shareholders
entitled to vote shall elect the successors to the directors, and they may
transact such other corporate business as shall be stated in the notice of the
meeting or as may properly come before the meeting.

         SECTION 2. OTHER MEETINGS. Other meetings of the shareholders may be
called at any time by the Chairman, President or a majority of the Board of
Directors acting with or without a meeting, or the holder or holders of
one-fourth of all shares outstanding and entitled to vote thereat.

         SECTION 3. PLACE OF MEETINGS. Meetings of shareholders shall be held at
the office of the corporation in the City of Dayton, Ohio, unless the Board of
Directors decides that a meeting shall be held at some other place within or
without the State of Ohio OR THAT A MEETING SHALL NOT BE HELD AT ANY PLACE, BUT
MAY INSTEAD BE HELD SOLELY BY MEANS OF REMOTE COMMUNICATION OR OTHER MEANS
AUTHORIZED BY, AND TO THE FULLEST EXTENT PERMITTED BY, THE GENERAL CORPORATION
LAW OF OHIO, AS AMENDED FROM TIME TO TIME.


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         SECTION 4. NOTICE OF MEETINGS. NOTICE, stating the place, IF ANY, date
and time of the meeting, THE MEANS OF REMOTE COMMUNICATION, IF ANY, the general
nature of the business to be considered, AND ANY OTHER INFORMATION REQUIRED TO
BE INCLUDED IN SUCH NOTICE BY THE GENERAL CORPORATION LAW OF OHIO, AS AMENDED
FROM TIME TO TIME, shall be given to each shareholder entitled to vote thereat
at his address as it appears on the records of the corporation OR BY ANY OTHER
MEANS TO THE FULLEST EXTENT PERMITTED BY THE GENERAL CORPORATION LAW OF OHIO, AS
AMENDED FROM TIME TO TIME, not less than seven nor more than sixty days before
the date of the meeting.

         SECTION 5. WAIVER OF NOTICE. Any shareholder, either before or after
any meeting, may waive any notice required to be given by law or under these
Regulations; and whenever all of the shareholders entitled to vote shall meet in
person, BY PROXY, OR BY ANY OTHER MEANS TO THE FULLEST EXTENT PERMITTED BY THE
GENERAL CORPORATION LAW OF OHIO, AS AMENDED FROM TIME TO TIME, and consent to
holding a meeting, it shall be valid for all purposes without call or notice,
and at such meeting any action may be taken.

         SECTION 6. QUORUM. Except when a greater proportion is required by law,
by the Amended Articles of Incorporation or by these Regulations, the presence,
in person, BY PROXY, OR BY ANY OTHER MEANS TO THE FULLEST EXTENT PERMITTED BY
THE GENERAL CORPORATION LAW OF OHIO, AS AMENDED FROM TIME TO TIME, of
shareholders holding a majority of the outstanding shares of stock of the
corporation entitled to vote shall constitute a quorum at all meetings of the
shareholders. In case a quorum shall not be present at any meeting, a majority
in interest of the shareholders entitled to vote thereat, present in person, BY
PROXY, OR BY ANY OTHER MEANS TO THE FULLEST EXTENT PERMITTED BY THE GENERAL
CORPORATION LAW OF OHIO, AS AMENDED FROM TIME TO TIME, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until the requisite amount of shares of stock entitled to vote
shall be represented. At any such adjourned meeting at which the requisite
amount of shares of stock entitled to vote shall be represented, any business
may be transacted which might have been transacted at the meeting as originally
noticed; but only those shareholders entitled to vote at the meeting as
originally noticed shall be entitled to vote at any adjournment or adjournments
thereof.

         SECTION 7. VOTING. Each shareholder entitled to vote in accordance with
the terms of the Amended Articles of Incorporation in accordance with the
provisions of these Regulations shall be entitled to one vote, in person, BY
PROXY, OR BY ANY OTHER MEANS TO THE FULLEST EXTENT PERMITTED BY THE GENERAL
CORPORATION LAW OF OHIO, AS AMENDED FROM TIME TO TIME, for each share of stock
entitled to vote held of record by such shareholder. Proxies solicited by and
given to management of the corporation shall be voted only at the specific
meeting designated on the proxy and any adjournments of that meeting. Proxies
given to other parties shall not be valid after the termination of the specific
meeting for which the proxy is granted and any adjournments thereof, unless the
document appointing the proxy specifies the date on which it is to expire or the
length of time it is to continue in force. Upon the demand of any shareholder,
the vote for directors and the vote upon any question before the meeting, shall
be by ballot. All elections for directors shall be decided by plurality vote;
all other questions shall be decided by the vote of the holders of a majority of
such voting shares as are represented in person, BY PROXY, OR BY ANY OTHER MEANS
TO THE FULLEST EXTENT PERMITTED BY THE GENERAL CORPORATION LAW OF OHIO, AS
AMENDED FROM TIME TO TIME, except as otherwise required by the Amended Articles
of Incorporation or the laws of the State of Ohio.

         SECTION 8. PROXIES. Any shareholder of record who is entitled to attend
a shareholders meeting, or to vote thereat, or to assent or give consents, shall
be entitled to be represented at such meeting or to vote thereat or to assent or
give consents, as the case may be, or to exercise any other of his rights, by
proxy or proxies, appointed by a writing signed by such shareholder, which need
not be sealed, witnessed or acknowledged OR BY ANY OTHER MEANS OF COMMUNICATION
AUTHORIZED BY THE BOARD OF DIRECTORS AND TO THE FULLEST EXTENT PERMITTED BY THE
GENERAL CORPORATION LAW OF OHIO, AS AMENDED FROM TIME TO TIME, INCLUDING WITHOUT
LIMITATION, BY A VERIFIABLE COMMUNICATION AUTHORIZED BY THE SHAREHOLDER.


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         ANY TRANSMISSION THAT CREATES A RECORD CAPABLE OF AUTHENTICATION,
INCLUDING, BUT NOT LIMITED TO, A TELEGRAM, A CABLEGRAM, ELECTRONIC MAIL, OR AN
ELECTRONIC, TELEPHONIC, OR OTHER TRANSMISSION, THAT APPEARS to have been
transmitted by SUCH SHAREHOLDER, AND THAT APPOINTS A PROXY OR PROXIES IS A
SUFFICIENT, VERIFIABLE COMMUNICATION TO APPOINT A PROXY OR PROXIES. A
photographic, photostatic, FACSIMILE TRANSMISSION, or equivalent reproduction of
a writing SIGNED BY A SHAREHOLDER AND THAT APPOINTS A PROXY IS a sufficient
writing TO APPOINT A PROXY.

Unless the writing OR OTHER MEANS OF COMMUNICATION appointing a proxy or proxies
otherwise provides:

         1) In case two or more persons are appointed and but one attends the
meeting, he may exercise all the authority, subject, however, to the provisions
of subparagraph (4) hereof;

         2) In case three or more persons are so appointed, a majority of such
persons may exercise all the authority;

         3) In case of an even number of persons so appointed shall attend the
meeting or otherwise exercise the authority granted, and it appears that they
are divided upon the question of voting such shares, or exercising the authority
granted, each shall be entitled to vote or exercise such authority in respect to
the maximum equal number of whole shares determined by dividing the number of
shares by the number of persons so appointed, and excluding any resultant
fractional shares;

         4) Each and every proxy shall have power of substitution, and when
three or more persons are appointed, a majority of them or their respective
substitutes may appoint a substitute or substitutes to act for all;

         5) A writing OR OTHER MEANS OF COMMUNICATION appointing a proxy shall
not be revoked by the death or incapacity of the maker unless, before the vote
is taken or the authority granted is otherwise exercised, written notice of such
death or incapacity is given to the corporation by the executor or administrator
of the estate of such maker or by the fiduciary having control of the shares in
respect of which the proxy was appointed;

         6) The presence of a shareholder at a meeting shall not operate to
revoke a writing OR OTHER MEANS OF COMMUNICATION appointing a proxy and such
shareholder may only revoke his proxy by giving notice to the corporation in
writing OR BY OTHER MEANS OF COMMUNICATION or in open meeting before any vote is
taken.

         SECTION 9. FINANCIAL REPORTS. At the annual meeting there shall be laid
before the shareholders a statement of profit and loss and a balance sheet
containing a summary of the assets and liabilities, as at end of the preceding
fiscal year, together with a statement of dividends paid, and other changes in
the surplus account of the corporation during such year.

         A certificate signed by the President or a Vice President and the
Treasurer or an Assistant Treasurer, or a public accountant, or firm of public
accountants, shall be appended to such statement of profit and loss and balance
sheet, stating that they fairly represent the financial position of the
corporation and the results of its operations in conformity with generally
accepted accounting principles applied on a basis consistent with that of the
preceding period or such other opinion as is in accordance with sound accounting
practice.

         SECTION 10. ACTION WITHOUT MEETING. Any action which may be authorized
or taken at any meeting of shareholders may be authorized or taken without a
meeting, IF all of the holders of shares who


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would be entitled to receive notice of a meeting of shareholders held for such
purpose AFFIRMATIVELY VOTE OR CONSENT THERETO IN A WRITING OR WRITINGS OR BY ANY
OTHER MEANS OF COMMUNICATION AUTHORIZED BY THE BOARD OF DIRECTORS AND TO THE
FULLEST EXTENT PERMITTED BY THE GENERAL CORPORATION LAW OF OHIO, AS AMENDED FROM
TIME TO TIME.


                                   ARTICLE IV
                                    DIRECTORS
                                    ---------

         SECTION 1. NUMBER OF DIRECTORS. The number of directors of the
Corporation shall be not fewer than nine (9) nor more than twelve (12), with the
exact whole number of directors and the number of directors in each class
determined either (i) by the affirmative vote of the holders of record of at
least 75% of the voting power of outstanding shares of the Corporation at a
meeting of shareholders called for that purpose and for the purpose of electing
directors or (ii) from time to time by the affirmative vote of a majority of the
directors. No reduction shall have the effect of removing any director prior to
the expiration of his term of office. Each director, unless removed, shall serve
the term for which elected and until his successor shall be elected and shall
qualify. The directors shall be classified with respect to their terms of office
by dividing them into three classes, each consisting as nearly as possible of
one-third of the whole number of the Board of Directors. Directors need not be
shareholders.

         SECTION 2. ELECTION OF DIRECTORS. At each annual meeting of
shareholders, the successor to the class of directors whose terms expire at the
time of such annual meeting shall be elected to hold office for a term of three
years and until their successors are duly elected and qualified so that the term
of office of one class of directors shall expire in each year. If 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
persons receiving the greatest number of votes shall be directors.

         SECTION 3. TERM OF OFFICE. Directors shall hold office for a term of
three years (except that, in order to provide for the rotation of members of the
Board of Directors, initially or whenever necessary, a director may be elected
for a shorter term) and until their successors are elected and qualified, or
until earlier resignation, removal from office or death.

         SECTION 4. RESIGNATIONS. Any director or member of a committee may
resign at any time. Such resignation shall be made in writing, and shall take
effect at the time specified therein, and if no time be specified, at the time
of its receipt by the Chairman of the Board, President or Secretary. The
acceptance of a resignation shall not be necessary to make it effective.

         SECTION 5. REMOVAL AND REPLACEMENT OF DIRECTORS. Any director may be
removed from office at any time, but only for cause, by the affirmative vote of
the shareholders of record holding a majority of the outstanding voting
securities of the corporation entitled to vote in the election of directors at a
meeting of the shareholders called for that purpose; provided that no director
shall be removed in case the votes of a sufficient number of shares are cast
against his removal which, if cumulatively voted at an election of all the
directors, would be sufficient to elect at least one director. In the event any
director is removed at any time by the shareholders, the vacancy thus created
may be filled for the remaining unexpired term at the meeting held for the
purpose of removal, by the affirmative vote of a majority in interest of the
shareholders entitled to vote.


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         SECTION 6. VACANCIES. If the office of any director or member of a
committee becomes vacant, the remaining directors in office, though less than a
quorum, by a majority vote may appoint any qualified person to fill such
vacancy, who shall hold office until the next annual meeting of shareholders and
until his successor is elected and qualified.

         SECTION 7. NOMINATION OF DIRECTORS. Except for the filling of vacancies
by the Board of Directors as permitted by Section 6 of this Article IV, only
persons who are nominated in accordance with the following procedures shall be
eligible for election as Directors. Nominations of persons for election to the
Board of the Company at the annual meeting may be made at a meeting of
shareholders (i) by or at the direction of the Board of Directors, (ii) by any
nominating committee or person appointed by the Board or (iii) by any
shareholder of the Company entitled to vote for the election of Directors at the
meeting who complies with the notice procedures set forth in this Section 7. Any
nomination, other than those made pursuant to clause (i) or (ii) of the
preceding sentence, shall be made pursuant to timely notice in writing OR BY ANY
OTHER MEANS OF COMMUNICATION AUTHORIZED BY THE BOARD OF DIRECTORS AND TO THE
FULLEST EXTENT PERMITTED BY THE GENERAL CORPORATION LAW OF OHIO, AS AMENDED FROM
TIME TO TIME, to the Secretary of the Company. To be timely, a shareholder's
notice shall be delivered to or mailed and received at the principal executive
offices of the Company not fewer than 60 days nor more than 90 days prior to the
meeting; PROVIDED, HOWEVER, that in the event that fewer than 75 days' notice or
prior public disclosure of the date of the meeting is given or made to
shareholders, notice by the shareholder to be timely must be so received not
later than the close of business on the 15th day following the day on which such
notice of the date of the meeting was mailed or such public disclosure was made,
whichever first occurs. Such shareholder's notice to the Secretary shall set
forth (a) as to each person whom the shareholder proposes to nominate for
election or re-election as a Director, (i) the name, age, business address and
residence address of the person, (ii) the principal occupation or employment of
the person, (iii) the classes and number of any shares of capital stock of the
Company which are beneficially owned by the person and (iv) any other
information relating to the person that is required to be disclosed in
solicitations for proxies for election of Directors pursuant to Regulations 14A
and 14C under the Securities Exchange Act of 1934, as amended; and (b) as to the
shareholder giving the notice (i) the name and record address of shareholder and
(ii) the classes and number of shares of capital stock of the Company which are
beneficially owned by the shareholder. The Company may require any proposed
nominee to furnish such other information as may reasonably be required by the
Company to determine the eligibility and qualifications of such proposed nominee
to serve as Director of the Company. No person shall be eligible for election as
a Director of the Company unless nominated in accordance with the procedures set
forth herein.

         The Chairman of the meeting shall, if the facts warrant, determine and
declare to the meeting that a nomination was not made in accordance with the
foregoing procedures, and if the Chairman should so determine, the Chairman
shall so declare to the meeting and the defective nomination shall be
disregarded.


                                    ARTICLE V
                 POWERS, MEETINGS AND COMPENSATION OF DIRECTORS
                 ----------------------------------------------

         SECTION 1. GENERAL POWERS OF BOARD. The powers of the corporation shall
be exercised, its business and affairs conducted and its property controlled by
the Board of Directors, except as otherwise provided in the Amended Articles of
Incorporation or the General Corporation Law of Ohio, as the same may be amended
from time to time.

         SECTION 2. QUORUM. A majority of the authorized number of directors
shall constitute a quorum for the transaction of business. If at any meeting of
the Board there shall be less than a quorum present, a


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majority of those present may adjourn the meeting from time to time until a
quorum is obtained, and no further notice thereof need be given other than by
announcement at the meeting which shall be so adjourned.

         SECTION 3. MEETINGS OF THE BOARD. Meetings of the Board may be called
by the Chairman of the Board, the President or any two directors on at least two
days' notice to each director and shall be held at such place as shall be stated
in the call of the meeting.

         Members of the Board of Directors may participate in a Board meeting by
means of conference telephone or ANY OTHER MEANS OF COMMUNICATION EQUIPMENT BY
which all persons participating in the meeting can hear OR READ THE PROCEEDINGS
OF THE MEETING SUBSTANTIALLY CONCURRENTLY WITH SUCH PROCEEDINGS OR BY ANY OTHER
MEANS TO THE FULLEST EXTENT PERMITTED BY THE GENERAL CORPORATION LAW OF OHIO,
and participation in a meeting pursuant to this paragraph shall constitute
presence in PERSON at such meeting.

         SECTION 4. ACTION WITHOUT MEETING. Any action which may be authorized
or taken at any meeting of the Board of Directors, or of any committee thereof,
may be authorized or taken without a meeting, IF all members of the Board, or of
such committee, as the case may be, AFFIRMATIVELY VOTE OR CONSENT THERETO IN A
WRITING OR WRITINGS OR BY ANY OTHER MEANS OF COMMUNICATION TO THE FULLEST EXTENT
PERMITTED BY THE GENERAL CORPORATION LAW OF OHIO, AS AMENDED FROM TIME TO TIME.

         SECTION 5. COMPENSATION. Directors shall be entitled to such salary for
their services as directors and as members and chairman of committees of the
Board and/or a fixed fee plus expenses for attendance at each meeting, all in
such amounts, if any, as shall be fixed from time to time by the Board of
Directors after consultation with, and upon the recommendation of, management of
this corporation. Nothing herein contained shall be construed to preclude any
director from serving the corporation in any other capacity as an officer,
agent, or otherwise, and receiving compensation thereof.

         SECTION 6. COMMITTEES. The Board of Directors, by resolution adopted by
a majority of the whole Board, may appoint three or more directors to constitute
one or more committees of directors. The resolution establishing each such
committee shall specify a designation by which it shall be known and shall fix
its powers and authority. The Board of Directors may delegate to any such
committee any of the authority of the Board of Directors, however conferred,
other than that of filling vacancies among the directors or in any committee of
the directors.

         The Board of Directors may likewise appoint one or more directors as
alternate members of any such committee, who may take the place of any absent
member or members at any meeting of such committee.

         Each such committee shall serve at the pleasure of the Board of
Directors, shall act only in the intervals between meetings of the Board of
Directors, and shall be subject to the control and direction of the Board of
Directors. An act or authorization of an act by any such committee within the
authority delegated to it by the resolution establishing it shall be as
effective for all purposes as the act or authorization of the Board of
Directors. However, all actions by any such committee shall be subject to
revision and alteration by the Board of Directors, provided that no rights of
third persons shall be adversely affected by any such revision or alteration.

         Any such committee may act by a majority of its members at a meeting or
WITHOUT A MEETING, IF ALL MEMBERS OF THE COMMITTEE AFFIRMATIVELY VOTE OR CONSENT
THERETO IN a writing or writings OR BY ANY OTHER MEANS OF COMMUNICATION TO THE
FULLEST EXTENT PERMITTED BY THE GENERAL CORPORATION LAW OF OHIO, AS AMENDED FROM
TIME TO TIME.




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         The Board of Directors may likewise appoint other members of any
committee who are not members of the Board of Directors who shall act in an
advisory capacity but who shall have no vote upon any matter of business before
the committee.

                                   ARTICLE VI
                                     NOTICES
                                     -------

         SECTION 1. GIVING OF NOTICE. Whenever, under the provisions of the
General Corporation Law of Ohio, as the same may be amended from time to time,
the Amended Articles of Incorporation or these Regulations, notice is required
to be given to any director or shareholder, it shall not be construed to mean
personal notice unless specifically allowed, but such notice may be given in
writing, by mail, addressed to such director or shareholder, at his address as
it appears on the records of the corporation, with postage thereon prepaid, and
such notice shall be deemed to be given at the time when the same shall be
deposited in the United States mail OR BY ANY OTHER MEANS AUTHORIZED BY THE
BOARD OF DIRECTORS AND TO THE FULLEST EXTENT PERMITTED BY THE GENERAL
CORPORATION LAW OF OHIO, AS AMENDED FROM TIME TO TIME. Notice to delivery may be
given by telegram, cablegram, PERSONAL DELIVERY OR ANY OTHER MEANS AUTHORIZED BY
THE BOARD OF DIRECTORS AND TO THE FULLEST EXTENT PERMITTED BY THE GENERAL
CORPORATION LAW OF OHIO, AS AMENDED FROM TIME TO TIME, as well as by mail.

         SECTION 2. WAIVER OF NOTICE. Whenever any notice is required to be
given under the provisions of the General Corporation Law of Ohio, as the same
may be amended from time to time, the Amended Articles of Incorporation or these
Regulations, a waiver thereof in writing, signed by the person or persons
entitled to said notice OR A WAIVER DELIVERED BY ANY OTHER MEANS TO THE FULLEST
EXTENT PERMITTED BY THE GENERAL CORPORATION LAW OF OHIO, AS AMENDED FROM TIME TO
TIME, FROM THE PERSON ENTITLED TO SAID NOTICE, whether before or after the time
stated therein, shall be deemed equivalent thereto.




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                                   ARTICLE VII
                                    OFFICERS
                                    --------

         SECTION 1. GENERAL PROVISIONS. The Board of Directors shall elect a
Chairman of the Board, a President, such number of Vice Presidents as the Board
may determine, a Secretary and a Treasurer. From time to time it may create such
offices and appoint such other officers, subordinate officers, and assistant
officers as it may determine. The Chairman of the Board and the President shall
be, but the other officers need not be, chosen from among the members of the
Board of Directors. Any two or more 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 term of office of all officers shall be
one year or until their respective successors are chosen, but any officer may be
removed from office, with or without cause, at any meeting of the Board of
Directors by the affirmative vote of a majority of the directors then in office.
The Board of Directors shall have power to fill any vacancies in any offices
occurring from whatever reason.

         SECTION 3. COMPENSATION. The salaries and other compensation of all
officers of the corporation shall be fixed by the Board of Directors.


                                  ARTICLE VIII
                               DUTIES OF OFFICERS
                               ------------------

         SECTION 1. CHAIRMAN OF THE BOARD. The Chairman of the Board 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 at meetings of the Board of Directors.

         SECTION 2. PRESIDENT. At the request of the Chairman, or in his absence
or disability, the President shall be the Chief Executive Officer of the
corporation and shall exercise the power appertaining thereto. He shall sign all
certificates for shares and all deeds, mortgages, bonds, contracts, notes and
similar instruments and shall have such powers and duties as the Board of
Directors from time to time may assign to him.

         SECTION 3. VICE PRESIDENTS. The Vice Presidents shall have such titles
as may be designated, and shall perform such duties as from time to time may be
assigned to them, by the Board of Directors, the Chairman of the Board, or by
the President.

         SECTION 4. SECRETARY. The Secretary shall keep minutes of all the
proceedings of the shareholders and of the Board of Directors, and shall make
proper record of the same. He shall sign all certificates for shares, and all
deeds, mortgages, bonds, contracts, notes and other similar instruments executed
by the corporation; give notice of meetings of shareholders and directors;
produce on request at each meeting of shareholders for the election of directors
a certified list of shareholders arranged in alphabetical order; keep such books
as may be required by the Board of Directors, and file all reports to states, to
the Federal Government and to foreign countries; and perform such other and
further duties as, from time to time, may be assigned to him by the Board of
Directors, by the Chairman of the Board or by the President.

         SECTION 5. TREASURER. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate account of
receipts and disbursements in books belonging to the


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corporation. He shall deposit all moneys and other valuables in the name and to
the credit of the corporation in such depositories as may be designated by the
Board of Directors.

         The Treasurer shall disburse the funds of the corporation as may be
ordered by the Board of Directors, or the President, taking proper vouchers for
such disbursements. He shall render to the President and Board of Directors at
the regular meetings of the Board of Directors, or whenever they may request it,
an account of all his transactions as Treasurer and of the financial condition
of the corporation.

         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 at the pleasure of the Board of Directors,
and perform such duties as the Board of Directors may prescribe.

         The Board of Directors, from time to time, may 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, and officers in a manner consistent
with these Regulations, 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.


                                   ARTICLE IX
                                 INDEMNIFICATION
                                 ---------------

         SECTION 1. LIMITATION OF LIABILITY AND INDEMNIFICATION OF DIRECTORS,
OFFICERS, EMPLOYEES AND AGENTS.

         A. No person shall be liable to the corporation for any loss or damage
suffered by it on account of any action taken or omitted to be taken by him as a
director or officer of the corporation, if such person (a) in good faith
exercised or used the same degree of care and skill as a prudent man would have
exercised or used under the circumstances in the conduct of his own affairs, or
(b) in good faith took, or omitted to take, such action in reliance upon advice
of counsel for the corporation or upon the books and records of the corporation,
upon reports made to the corporation by an officer or employee or by any other
person selected for the purpose with reasonable care by the corporation, or upon
financial statements or written reports prepared by an officer or employee of
the corporation in charge of its accounts or certified by a public accountant or
firm of public accountants, or (c) in good faith considered the assets to be of
their book value or followed what he believed to be sound accounting and
business practice.

         B. (1) In case any person 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, 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, the corporation
shall indemnify such person against expenses, including attorneys' fees,
judgments, decrees, fines, penalties, 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 matter the subject of a criminal action suit or proceeding, he had no
reasonable cause to believe that his conduct was unlawful. The termination of
any action, suit or proceeding by judgment, order, settlement or conviction, or
upon a plea of nolo contendere


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<PAGE>   38

or its equivalent, shall not, 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
matter the subject of a criminal action, suit or proceeding, that he had
reasonable cause to believe this his conduct was unlawful.

                  (2) In case any person was or is a party, or is threatened to
be made a party, to any threatened, pending, or completed action of 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, 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, the corporation shall indemnify such person 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 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
indemnify for such expenses as the Court of Common Pleas or such other Court
shall deem proper.

                  (3) To the extent that a director, trustee, officer, or agent
has been successful on the merits or otherwise in defense of any action, suit,
or proceeding referred to on paragraphs (1) and (2) of this Subsection B or in
defense of any claim, issue, or matter therein, the corporation shall indemnify
him against expenses, including attorneys' fees, actually and reasonably
incurred by him in connection therewith.

                  (4) Any indemnification under paragraphs (1) and (2) of this
Subsection B, 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
paragraphs (1) and (2) of this Subsection B. 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 clause (a) of this paragraph (4) or by
independent legal counsel under clause (b) of this paragraph (4) shall be
promptly communicated to the person who threatened or brought the action or suit
by or in the right of the corporation referred to in paragraph (2) of this
Subsection B, and if, within ten days after the receipt of such notification,
such person shall petition the Court of Common Pleas or the Court in which
action or suit was brought to review the reasonableness of such determination,
no action in implementing such determination shall be taken until after the
final judgment of such Court has been had and such determination has been
modified to the extent necessary to accord with such judgment; however, if,
after such ten-day period, such person shall not have petitioned the Court of
Common Pleas or the Court in which such action or suit was brought to review the
reasonableness of such determination, the corporation shall proceed to implement
such determination.

                  (5) Expenses, including attorneys' fees, incurred in defending
any action, suit or proceeding referred to in paragraphs (1) and (2) of this
Subsection B, may be paid by the corporation in


                                      A-10
<PAGE>   39

advance of the final disposition of such action, suit or proceeding as
authorized by the directors in the specific case upon the 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 Subsection
B.

                  (6) The indemnification provided by this Subsection B shall
not be deemed exclusive of any other rights to which those seeking
indemnification may be entitled under the Articles or the Regulations of the
corporation, or any agreement, vote of shareholder 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. Notwithstanding any repeal of this Subsection B or other amendment
thereof, the indemnification provided for in this Subsection B shall be binding
upon the corporation in accordance with the provisions thereof as to all
actions, suits, or proceedings instituted or threatened which arise out of
matters occurring during, or referable to, the period prior to any such repeal
or amendment.

                  (7) Notwithstanding the foregoing, the provisions of this
Subsection B shall be automatically amended to provide for the maximum
indemnification permitted under Section 1701.13(E) of the Ohio Revised Code,
including amendments thereto, or any comparable provisions of any future Ohio
statute. In order to implement the foregoing, the directors of the corporation
are authorized to amend the provisions of paragraphs (1) through (6) of this
Subsection B to provide for such indemnification.


                                    ARTICLE X
                             CERTIFICATES OF SHARES
                             ----------------------

         SECTION 1. CERTIFICATES OF SHARES. Certificates of shares signed by the
Chairman of the Board, President or Vice President, and the Treasurer or an
Assistant Treasurer, or Secretary or an Assistant Secretary, shall be issued to
each shareholder certifying the number of shares owned by him in the
corporation. When such certificates are countersigned (1) by a transfer agent
other than the corporation or its employee, or (2) by a registrar other than the
corporation or its employee, the signatures of such officers may be facsimiles.

         SECTION 2. LOST CERTIFICATES. A new certificate of shares may be issued
in the place of any certificate theretofore issued by the corporation, alleged
to have been lost or destroyed, and the directors may, in their discretion,
require the owner of the lost or destroyed certificate, or his legal
representatives, to give the corporation a bond, in such sum as they may direct,
not exceeding double the value of the shares of stock, to indemnify the
corporation against any claim that may be made against it on account of the
alleged loss of any such certificate, or the issuance of any such new
certificate.

         SECTION 3. TRANSFER OF SHARES. The shares of stock of the corporation
shall be transferable only upon its books by the holders thereof in person or by
their duly authorized attorneys or legal representatives, and upon such transfer
the old certificates shall be surrendered to the corporation by the delivery
thereof to the person in charge of the stock transfer books and ledgers, or to
such other person as the directors may designate, by whom they shall be
canceled, and new certificates shall thereupon be issued. A record shall be made
of each transfer.

         SECTION 4. SHAREHOLDERS RECORD DATE. In order that the corporation may
determine the shareholders entitled to receive notice of or to vote at any
meeting of shareholders or any adjournment thereof, or to express consent to
corporate action without a meeting, or entitled to receive payment of any


                                      A-11
<PAGE>   40

dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful action, the Board of Directors may fix, in
advance, a record date, which shall not be more than (60) or less than seven (7)
days before the date of such meeting, nor more than sixty (60) days prior to any
other action. A determination of shareholders of record entitled to notice of or
to vote at a meeting of shareholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.

         SECTION 5. REGISTERED SHAREHOLDERS. The corporation shall be entitled
to recognize the exclusive right of a person registered on its books as the
owner of shares to receive dividends, and to vote as such owner, and to hold
liable for calls and assessments a person registered on its books as the owner
of shares, and shall not be bound to recognize any equitable or other claim to
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
the General Corporation Law of Ohio as the same may be amended from time to
time.

         SECTION 6. DIVIDENDS. Subject to the provisions of the Amended Articles
of Incorporation, the Board of Directors, may, out of funds legally available
therefor at any regular or special meeting, declare dividends upon the capital
shares of the corporation as and when they deem expedient. Before declaring any
dividend there may be set apart out of any funds of the corporation available
for dividends, such sum or sums as the directors from time to time in their
discretion deem proper for working capital or as a reserve fund to meet
contingencies or for equalizing dividends or for such other purposes as the
directors shall deem conducive to the interests of the corporation.


                                   ARTICLE XI
                                      SEAL
                                      ----

         The Board of Directors shall provide a suitable seal containing the
name of the corporation.


                                   ARTICLE XII
                                   AMENDMENTS
                                   ----------

         The Consolidated Code of Regulations may be amended or repealed at any
meeting of shareholders called for that purpose by the affirmative votes of the
holders of record of shares entitling them to exercise two-thirds of the voting
power on such proposal, or, without a meeting, by CONSENT IN WRITING OR BY ANY
OTHER MEANS OF COMMUNICATION AUTHORIZED BY THE BOARD OF DIRECTORS AND TO THE
FULLEST EXTENT PERMITTED BY THE GENERAL CORPORATION LAW OF OHIO, AS AMENDED FROM
TIME TO TIME, of the holders of record of shares entitling them to exercise
two-thirds of the voting power on such proposal.



                                      A-12
<PAGE>   41

EXHIBIT B - CHARTER OF THE AUDIT COMMITTEE


         Role, Structure, Membership Requirements and Authority. The audit
committee of our Board of Directors assists the Board in fulfilling its
oversight responsibility by reviewing the financial information which will be
provided to the shareholders, the systems of internal controls which management
and the Board of Directors have established, and the internal and external audit
processes. The committee also performs other duties as directed by the Board.
The primary responsibility for effective systems of internal control, reliable
financial reporting, and compliance with laws, regulations and ethics resides
with management; the audit committee provides no expert or other special
assurance with regard to our financial statements.

         The Board appoints the members of the committee, which must consist of
at least three directors. Each director must meet all applicable requirements of
the Audit Committee Policy of the New York Stock Exchange (the Exchange) with
respect to independence, financial literacy, accounting or related financial
expertise, and any other matters required by the Exchange. The committee will
meet at least three times per year.

         The committee is expected to maintain free and open communication
(including private executive sessions at least annually) with the internal and
external auditors and management. In discharging this oversight role, the
committee is empowered to investigate any matter brought to its attention, with
full power to retain outside counsel or other experts for this purpose. This
charter shall be reviewed annually, updated as needed and approved by the Board
of Directors.

         Responsibilities. The audit committee's primary responsibilities are
to:

-    Review the audited financial statements and quarterly financial results
     with management and the external auditor. Discussion will include, among
     other items, the matters required by the American Institute of Certified
     Public Accountants Statement on Auditing Standards No. 61.
-    Recommend to the Board the selection, retention and, where appropriate, the
     replacement of the external auditor who shall be ultimately accountable to
     the Board of Directors and the audit committee. In doing so, the committee
     will discuss and consider the auditor's written affirmation, consistent
     with Independence Standards Board Standard No. 1, that the auditor is in
     fact independent. The committee will discuss the nature and rigor of the
     audit process and provide to the auditor full access to the committee (and
     the Board as needed) to report on any and all appropriate matters.
-    Provide guidance and oversight to the internal audit function of the
     company including review of the charter, organization, plans and results of
     its activity.
-    Discuss with management and the internal and external auditors the quality
     and adequacy of our internal controls including computerized information
     systems controls and security.
-    Discuss with management the status of legal and regulatory matters that may
     have a material impact on the financial statements.
-    Provide oversight of management's investment committee activities including
     review of the selection of investment policies and fund managers, and
     investment results.
-    Report its activities to the full Board and issue annually a summary report
     suitable for submission to the shareholders, stating whether the committee
     recommended to the Board that the audited financial statements be included
     in management's filing of Form 10-K with the SEC.