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                         FIRST INDIANA CORPORATION

                   Articles of Incorporation and Bylaws

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                         ARTICLES OF INCORPORATION
                                    OF
                         FIRST INDIANA CORPORATION


                                 ARTICLE I
                              IDENTIFICATION

   Section 1.01.  Name.  The name of this corporation is First Indiana
Corporation.

   Section 1.02.  Registered Agent.  The address of this corporation's
principal office in the State of Indiana is First Indiana Plaza, 135 North
Pennsylvania Street, in the City of Indianapolis, County of Marion, 46204.
The name of its registered agent at such address is Robert H. McKinney.


                                ARTICLE II
                                 PURPOSE

   The purpose of this corporation is the transaction of any and all lawful
business for which corporations may be incorporated under the General
Corporation Act of the State of Indiana.


                                ARTICLE III
                               CAPITAL STOCK

   Section 3.01.  Amount.  The total number of shares of all classes of stock
which this corporation shall have authority to issue is six million
(6,000,000), of which four million (4,000,000) shall be common stock, par
value $.01 per share, and two million (2,000,000) shall be serial preferred
stock, par value $.01 per share.

   Section 3.02.  Terms of Preferred Stock.  The shares of preferred stock may
be issued from time to time in one or more series.  The board of directors of
this corporation shall have authority to fix by resolution or resolutions in
the designations and the powers, preferences and relative, participating,
optional or other special rights and qualifications, limitations or
restrictions thereof, including, without limitation, the voting rights,
the dividend rate, conversion rights, redemption price and liquidation
preference, of any series of shares of preferred stock, to fix the number of
shares constituting any such series, and to increase or decrease the number
of shares of any such series (but not below the number of shares thereof then
outstanding).  In case the number of shares of any such series shall be so
decreased, the shares constituting such decrease shall resume the status
which they had prior to the adoption of the resolution or resolutions
originally fixing the number of shares of such series.

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   Section 3.03.  Terms of Common Stock.  The shares of common stock may be
issued from time to time.  Each share of common stock shall have the same
relative rights as and be identical in all respects with all the other shares
of common stock.  Except as provided in Article VIII, every holder of common
stock shall have the right, at every stockholders' meeting, to one vote for
each share standing in his name on the books of the corporation.

   Whenever there shall have been paid, or declared and set aside for payment,
to the holders of the outstanding shares of any class of stock having
preference over the common stock as to the payment of dividends, the full
amount of dividends and of sinking fund or retirement fund or other retirement
payments, if any, to which such holders are respectively entitled in
preference to the common stock, then dividends may be paid on the common stock
and on any class or series stock entitled to participate therewith as to
dividends, out of any assets legally available for the payment of dividends;
but only when and as declared by the board of directors.

   In the event of any liquidation, dissolution or winding up of this
corporation, after there shall have been paid to or set aside for the holders
of any class having preferences over the common stock in the event of
liquidation, dissolution or winding up the full preferential amounts to which
they are respectively entitled, the holders of the common stock, and any class
or series of stock entitled to participate therewith, in whole or in part, as
to the distribution of assets, shall be entitled after payment or provision
for payment of all debts and liabilities of this corporation, to receive the
remaining assets of this corporation available for distribution, in cash or
in kind.


                              ARTICLE IV
                          BOARD OF DIRECTORS

   Section 4.01.  General.  All corporate powers shall be exercised by or under
the authority of, and the business and affairs of the corporation shall be
managed under the direction of, a board of directors except as may otherwise
provided by law or these Articles of Incorporation.  The authorized number of
directors shall in no case be fewer than five (5).  The exact number of
directors shall be fixed in the Bylaws.

   Section 4.02.  Election of Directors.  When the board of directors consists
of nine (9) or more members, there shall be three (3) classes of directors,
each class to be as nearly equal in number as possible.  The directors of the
first class shall hold office for a term expiring at the annual meeting in
1987; directors of the second class shall hold office for a term expiring at
the annual meeting in 1988; and directors of the third class shall hold office
for a term expiring at the annual meeting in 1989.

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   At each annual election beginning at the annual meeting of stockholders in
1987, the successors to the class of directors whose term then expires shall
be elected to hold office for a term of three (3) years, to succeed those
directors whose term expires, so that the term of one (1) class of directors
shall expire each year, unless, by reason of any intervening changes in the
authorized number of directors, the board of directors shall have designated
one (1) or more directorships whose term then expires as directorships of
another class in order more nearly to achieve equality of number of directors
among the classes of directors.  Not withstanding the requirement that the
three (3) classes of directors shall be as nearly equal in number of directors
as possible, in the event of any change in the authorized number of directors,
each director then continuing to serve as such shall nevertheless continue as
a director of the class of which he is a member until the expiration of his
current term, or his prior resignation, disqualification, disability or
removal.  There shall be no cumulative voting in the election of directors.

   Section 4.03.  Newly Created Directorships and Vacancies.  Any vacancies on
the board of directors resulting from death, resignation, retirement,
disqualification, removal from office or other cause shall be filled by the
affirmative vote of a majority of directors then in office, although less than
a quorum, or by the sole remaining director, or, in the event of the failure
of the directors or sole remaining director so to act, by the stockholders at
the next election of directors.  Directors so chosen shall hold office for a
term expiring at the annual meeting of stockholders at which the term of the
class to which they have been elected expires.  A director elected to fill a
vacancy by reason of an increase in the number of directorships shall be
elected by a majority vote of the directors then in office, although less than
a quorum of the board of directors, to serve until the next election of the
class for which such director shall have been chosen.  If the number of
directors is changed, any increase or decrease shall be apportioned among
the three (3) classes so as to make all classes as nearly equal in number
as possible.  If, consistent with the preceding requirement, the increase
or decrease may be allocated to more than one (1) class, the increase or
decrease may be allocated to any such class the board of directors selects
in its discretion.  No decrease in the number of directors constituting the
board of directors shall shorten the term of any incumbent director.

   Section 4.04.  Removal.  A director may be removed only for cause as
determined by the affirmative vote of the holders of at least a two-thirds
(2/3) majority of the shares then entitled to vote in an election of
directors, which vote may only be taken at a meeting of stockholders
called expressly for that purpose, or by a two-thirds (2/3) majority vote
of the entire board of directors.  Cause for removal shall be deemed to
exist only if the director whose removal is proposed has been convicted
of a felony by a court of competent jurisdiction or has been adjudged by
a court of competent jurisdiction to be liable for gross negligence or
misconduct in the performance of such director's duty to the corporation,
in a matter of substantial importance to the corporation and such conviction
or adjudication is no longer subject to direct appeal.  At least twenty (20)
days prior to such meeting of stockholders, written notice shall be sent to
the director or directors whose removal will be considered at such meeting.

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                              ARTICLE V
                       BUSINESS COMBINATIONS

   Section 5.01.  Rights of Stockholders.  Except as otherwise expressly
provided in Section 5.02 of this Article V, a Business Combination (as
hereinafter defined) shall be approved only upon the affirmative vote of the
holders of at least two-thirds (2/3) of the Voting Stock (as hereinafter
defined) of this corporation voting together as a single class.  Such
affirmative vote shall be required notwithstanding the fact that no vote may
be required, or that a lesser percentage may be provided, by law or regulation.

   Section 5.02.  Exceptions.  The provisions of Section 5.01 of this Article V
shall not be applicable to any particular Business Combination and such
Business Combination shall require only such affirmative vote of a majority
of the Voting Stock except otherwise as required by law, regulation or any
other provision of these Articles of Incorporation, if all of the conditions
in either of the following Subsections (1) or (2) are met:

   (1)  Approval by directors.  The Business Combination has been approved by
a two- thirds (2/3) vote of all the Continuing Directors (as hereinafter
defined); or

   (2)  Combination with subsidiary.  The Business Combination is solely
between this corporation and a subsidiary of this corporation and such
Business Combination does not have the direct or indirect effect set forth
in Subsection 5.03(2)(e) of this Article V.

   Section 5.03.  Certain Definitions.  For purposes of this Article V and of
Article VI:

   (1)  The term "person" means any individual, corporation, partnership,
bank, association, joint stock company, trust, syndicate, unincorporated
organization or similar company, or a group of two or more of the foregoing
who act or agree to act together for the purpose of acquiring, holding,
voting or disposing of securities of the corporation, or who seek to combine
or pool their voting or other interests in the equity securities of the
corporation for a common purpose, pursuant to any contract, understanding,
relationship, agreement or other arrangement, whether written or otherwise.

   (2)  "Business Combination" means any of the following transactions,
when entered into by this corporation or subsidiary of this corporation
with, or upon a proposal by, a Related Person:

        (a)  the acquisition, merger or consolidation of this corporation
or any subsidiary of this corporation; or

        (b)  the sale, lease, exchange, mortgage, pledge, transfer or other
disposition (in one or a series of transactions) of any assets of this
corporation or any subsidiary of this corporation having an aggregate fair
market value of equal to at least five percent (5%) of the consolidated assets
of this corporation and its subsidiaries; or

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        (c)  the issuance or transfer by this corporation or any subsidiary
of this corporation (in one or a series of transactions) of securities of
this corporation or that subsidiary having an aggregate fair market value
equal to at least five percent (5%) of the consolidated assets of this
corporation and its subsidiaries; or

        (d)  the adoption of a plan or proposal for the liquidation or
dissolution of this corporation; or

        (e)  the reclassification of securities (including a reverse stock
split), recapitalization, consolidation or any other transaction (whether
or not involving a Related Person) which has the direct or indirect effect
of increasing the voting power, whether or not then exercisable, of a Related
Person in any class or series of capital stock of this corporation or any
subsidiary of this corporation.

   (3)  "Related Person" means any person (other than this corporation, a
subsidiary of this corporation, or any profit sharing, employee stock
ownership or other employee benefit plan of this corporation or a subsidiary
of this corporation or any trustee of or fiduciary with respect to any such
plan acting in such capacity) that is the direct or indirect beneficial owner
(as defined in Rule 13d-3 and Rule 13d-5 under the Securities Exchange Act of
1934, as in effect on January 1, 1986) of more than ten percent (10%) of the
outstanding Voting Stock of this corporation, and any Affiliate or Associate
of any such person.

   (4)  "Continuing Director" means with respect to a particular Related
Person or a proposal by such a Related Person, any member of the board of
directors of this Corporation who was a member of the board of directors of
this corporation immediately prior to the time that the Related Person became
a Related Person, and any director who is recommended or nominated to succeed
a Continuing Director, or to fill a vacancy on the board of directors, by a
majority of the Continuing Directors.

   (5)  "Affiliate" and "Associate" have the respective meanings ascribed
to such terms in Rule 12b-2 under the Securities Exchange Act of 1934, as
in effect on January 1, 1986.

   (6)  "Voting Stock" means all outstanding shares of the common or preferred
stock of this corporation entitled to vote generally in the election of
directors and each reference to a proportion of Voting Stock shall refer to
shares having such proportion of the number of shares entitled to be cast.

   Section 5.04.  Determinations by Continuing Directors.  A two-thirds (2/3)
majority of all Continuing Directors shall have the power to make all
determinations with respect to this Article V, including, without limitation,
the transactions that are Business Combinations, the persons who are Related
Persons, and the time at which a Related Person became a Related Person, and
any such determinations of such Continuing Directors shall be conclusive and
binding.

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   Section 5.05.  Fiduciary Obligations.  Nothing contained in this Article V
shall be construed to relieve any Related Person from any fiduciary
obligation imposed by law.

   Section 5.06.  Amendment.  The affirmative vote of at least two-thirds (2/3)
of the total votes eligible to be cast at a legal meting of stockholders shall
be required to amend, repeal or adopt any provisions inconsistent with this
Article V.  Notwithstanding the foregoing, this section shall be inapplicable
and the provisions of Article IX shall control in the event such action to
amend, repeal or adopt provisions inconsistent with this Article V is approved
by a two-thirds (2/3) majority of the Continuing Directors.


                             ARTICLE VI
                        NON-MONETARY FACTORS

   The board of directors of this corporation, when evaluating any offer of
another person, (1) to make a tender or exchange offer for any equity security
of the corporation or (2) to effect a Business Combination, shall, in
connection with the exercise of its judgment in determining what is in the
best interests of the corporation as a whole, be authorized to give due
consideration to such factors as the board of directors determines to be
relevant, including, without limitation:  (a) the interests of the
corporation's stockholders; (b) whether the proposed transaction might violate
federal or state laws; (c) not only the consideration being offered in the
proposed transaction, in relation to the then current market price for the
outstanding capital stock of the corporation, but also to the market price
for the capital stock of the corporation over a period of years, the estimated
price that might be achieved in a negotiated sale of the corporation as a whole
or in part or through orderly liquidation, the premiums over market price for
the securities of other corporations in similar transactions, current
political, economic and other factors bearing on securities prices and the
corporation's financial condition and future prospects; and (d) the social,
legal and economic effects upon employees, customers and others having
relationships with the corporation, and the communities in which the
corporation conducts business.

   In connection with any such evaluation, the board of directors is authorized
to conduct such investigations and to engage in such legal proceedings as the
board of directors may determine.

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                            ARTICLE VII
               STOCKHOLDER NOMINATIONS AND PROPOSALS

   Stockholder nominations of persons for election as directors of this
corporation and stockholder proposals must, in order to be voted upon, be made
in writing and delivered to the secretary of this corporation at least sixty
(60) days prior to the date of the annual meeting at which such nominations or
proposals are proposed to be voted upon; provided, however, that in the event
that the date of the annual meeting is advanced by more than thirty (30) days
from that of the prior year's annual meeting, such nominations or proposals
must be so delivered no later than the close of business on the tenth day
following the day on which notice of the date of the annual meeting was mailed
to stockholders.  Stockholder nominations of persons for election as directors
of this corporation and stockholder proposals must be in such form and contain
such information as prescribed in the Bylaws.


                          ARTICLE VIII
           COMPLIANCE WITH FEDERAL LAWS AND REGULATIONS

   To promote compliance with the National Housing Act, as now or hereafter
amended, including the Change in Savings and Loan Control Act, and the Savings
and Loan Holding Company Act (collectively, the "Acts"), and regulations of
the Federal Home Loan Bank Board and the Federal Savings and Loan Insurance
Corporation (the "FHLBB Regulations"), the board of directors may (i) prohibit
the ownership, voting or transfer of any portion of the corporation's
outstanding capital stock to the extent the ownership, voting or transfer of
such portion would violate or reasonably appear to violate any provision of
the Acts or the FHLBB Regulations; or (ii) place such restrictions on the
ownership, voting or transfer of any such portion of the corporation's capital
stock as the board of directors in its reasonable judgment deems necessary to
protect the corporation or the corporation's other stockholders from the
effects of an apparent violation of the Acts or the FHLBB Regulations.


                          ARTICLE IX
      AMENDMENT AND REPEAL OF ARTICLES OF INCORPORATION

   This corporation reserves the right to amend, alter, change or repeal any
provision contained in these Articles of Incorporation in the manner now or
hereafter prescribed by statute.  Notwithstanding the foregoing, the approval
of at least a two-thirds (2/3) majority of the directors then in office (or
such greater proportion of directors and stockholders as may otherwise be
required pursuant to any specific provision of these Articles of
Incorporation) shall be required to amend, alter, repeal or change any
provision of the Articles of Incorporation.

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                           ARTICLE X
                AMENDMENT AND REPEAL OF BYLAWS

   Bylaws may be adopted, amended or repealed by a resolution adopted by a
two-thirds (2/3) majority of the directors then in office.

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                            BYLAWS
                              OF
                  FIRST INDIANA CORPORATION


                          ARTICLE I
                           OFFICES

   Section 1.  Principal Office.  First Indiana Corporation (hereinafter
referred to as the "Corporation") shall at all times maintain a principal
office in the State of Indiana, which, except as otherwise determined by
the Board of Directors of the Corporation (hereinafter referred to as the
"Board"), shall be in the City of Indianapolis, County of Marion.

   Section 2.  Other Offices.  The Corporation may also have offices at such
other places within or without the State of Indiana as the Board shall from
time to time designate or the business of the Corporation shall require.


                         ARTICLE II
                        STOCKHOLDERS

   Section 1. Place of Meetings.  All annual and special meetings of
stockholders shall be held at such places within or without the State of
Indiana as may from time to time be designated by the board and specified
in the notice of meeting.

   Section 2.  Annual Meeting.  A meeting of the stockholders of the
Corporation for the election of directors and for the transaction of any
other business of the Corporation shall be held annually at 10:00 a.m. on
the fourth Thursday of March, if not a legal holiday, and if a legal holiday,
then on the next day following such day which is not a legal holiday, or at
such other date and time as the Board may determine and specify in the notice
of the meeting.  Failure to hold the annual meeting at the designated time
shall not work any forfeiture or dissolution of the Corporation.

   Section 3.  Special Meetings.  A special meeting of the stockholders may
only be called (1) by the Chairman, (2) by the President, (3) by a majority of
the entire Board, (4) or by stockholders holding not less than twenty-five
percent (25%) of all shares outstanding and entitled by the Articles of
Incorporation of the Corporation to vote on the business proposed to be
transacted thereat, upon delivery to the corporation's Secretary of one (1) or
more signed and dated written demands for the meeting describing the purpose
or purposes for which it is to be held.  Business transacted at any special
meeting of the stockholders shall be confined to the purpose or purposes stated
in the notice of such meeting.

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   Section 4.  Conduct of Meetings.  Annual and special meetings of the
stockholders shall be conducted in accordance with Indiana law unless
otherwise prescribed by these Bylaws.  The Chairman, or in the absence of the
Chairman, the highest ranking officer of the Corporation who is present, or
such other person as the Board shall have designated, shall call to order
any meeting of the stockholders and act as chairman of the meeting.  The
Secretary of the Corporation, if present at the meeting, shall be the
secretary of the meeting.  In the absence of the Secretary of the
Corporation, the secretary of the meeting shall be such person as the chairman
of the meeting shall appoint.  The chairman of any meeting of the
stockholders, unless otherwise prescribed by law or regulation or unless the
Chairman has otherwise determined, shall determine the order of business and
the procedure at the meeting.

   Section 5.  Notice of Meetings.  Written notice stating the place, day and
hour of the meeting and the purpose or purposes for which the meeting of the
stockholders is called shall be delivered not less than ten (10) nor more than
sixty (60) days before the date of the meeting, either personally or by mail,
by or at the direction of the Chairman, the Secretary or the directors
requesting the meeting, to each stockholder of record entitled to vote at
such meeting.  If mailed, such notice shall be deemed given when deposited in
the United States mail, postage prepaid, addressed to the stockholder at his
address as it appears on the stock transfer books or records of the
Corporation as of the record date prescribed in Section 6 of this Article II.
When any meeting of the stockholders, either annual or special, is adjourned
for more than thirty (30) days or if, after adjournment, a new record date is
fixed for the adjourned meeting, notice of the adjourned meeting shall be
given as in the case of an original meeting.  It shall not be necessary to
give any notice of the time and place of any other adjourned meeting of the
stockholders, other than an announcement at the meeting at which such
adjournment is taken.

   Section 6.  Fixing of Record Date.  For the purpose of determining
stockholders entitled to notice of or to vote at any meeting of the
stockholders or any adjournment thereof, or stockholders entitled to receive
payment of any dividend, or in order to make a determination of stockholders
for any other proper purpose under Indiana law, the Board may fix, in advance,
a date as the record date for any such determination of stockholders.  Such
date shall not be less than ten (10) days and not more than the maximum number
of days before the date of such meeting allowed by law, nor more than the
maximum number of days prior to any other action allowed by law.

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   Section 7.  Voting Lists.  The Secretary of the Corporation, or other
officer or agent of the Corporation having charge of the stock transfer books
for shares of the capital stock of the Corporation, shall prepare and make, at
least five (5) days before each meeting of the stockholders, a complete list
of the stockholders entitled to vote at such meeting, or any adjournment
thereof, arranged in alphabetical order, with the address of and the number
of shares held by each stockholder.  Such list shall be open to the
examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least five (5) days prior
to the meeting, either at a place within the city where the meeting is to be
held, which place shall be specified in the notice of the meeting, or at the
Corporation's principal office.  Such list shall also be produced and kept
open at the time and place of the meeting during the whole time thereof and
shall be subject to the inspection of any stockholder present at the meeting.
The stock transfer books shall be the only evidence as to who are the
stockholders entitled to examine the stock transfer books, or to vote in
person or by proxy at any meeting of stockholders.

   Section 8.  Quorum.  A majority of the outstanding shares of the Corporation
entitled to vote at a meeting of the stockholders, represented in person or
by proxy, shall constitute a quorum at a meeting.  If less than a majority of
the outstanding shares are represented at a meeting, a majority of the shares
so represented may adjourn the meeting from time to time without further
notice except as otherwise provided in Section 5 of this Article II.  At such
adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting
as originally called.  The stockholders present at a duly organized meeting
may continue to transact business until adjournment, notwithstanding the
withdrawal of enough stockholders to leave less than a quorum.

   Section 9.  Proxies.  At any meeting of the stockholders, every stockholder
having the right to vote shall be entitled to vote in person, or by proxy
appointed by an instrument in writing and complying with the requirements
of Indiana law.

   Section 10.  Voting by the Corporation.  Neither treasury shares of its
own capital stock held by the Corporation, nor shares held by another
corporation, a majority of the shares of which entitled to vote for the
election of directors are held by the Corporation, shall be entitled to
vote or be counted for quorum purposes at any meeting of the stockholders;
provided, however, that the Corporation may vote shares of its capital stock
held by it, or by any such other corporation, if such shares of capital stock
are held by the Corporation or such other corporation in a fiduciary capacity.

<PAGE>

   Section 11.  Nominating Committee.  The Board shall act as a nominating
committee for selecting the management nominees for election as directors.
In accordance with the Articles of Incorporation, no nominations for
directors except those made by the nominating committee shall be voted upon at
the annual meeting unless other nominations by stockholders are made in
writing and delivered to the Secretary of the Corporation at least sixty
(60) days prior to the date of the annual meeting; provided, however, that
in the event that the date of the annual meeting is advanced by more that
thirty (30) days from that of the prior year's annual meeting, such
stockholder nominations must be so delivered not later than the close of
business on the tenth day following the day on which such notice of the date
of the meeting was mailed.  Such stockholder nominations shall set forth (a)
as to each person whom the stockholder proposes to nominate for election or
re-election as a director, (i) the name, age, business address and residence
address of such person, (ii) the principal occupation or employment of such
person, and (iii) such person's written consent to serve as a director, if
elected; and (b) as to the stockholder giving the notice (i) the name and
address of such stockholder and (ii) the class and the number of shares of the
Corporation which are owned of record by such stockholder.  At the request of
the Board, any person nominated by the Board for election as a director shall
furnish to the Secretary of the Corporation, that information required to be
set forth in a stockholder's notice of nomination which pertains to the
nominee together with the required written consent.  Ballots bearing the
names of all the persons duly nominated by the nominating committee and by
stockholders shall be provided for use at the annual meeting.

   Section 12.  New Business.  Any new business to be taken up at the annual
meeting of the stockholders shall be stated in writing and filed with the
Secretary of the Corporation at lease sixty (60) days before the date of
the annual meeting; provided, however, the in the event that the date of
the annual meeting is advanced more than thirty (30) days from that of the
prior year's annual meeting such stockholder proposals must be so stated and
filed not later than the close of business on the tenth day following the
day on which such notice of the date of the meeting was mailed.  All business
so stated, proposed and filed shall be considered at the annual meeting, but
no other proposal shall be considered at the annual meeting.  This provision
shall not prevent the consideration and approval or disapproval at the annual
meeting of the stockholders of reports of officers, directors, and committees,
but, in connection with such reports, no new business shall be acted upon at
such annual meeting unless stated and filed as herein provided.


                              ARTICLE III
                          BOARD OF DIRECTORS

   Section 1.  General Powers.  All corporate powers shall be exercised by or
under the authority of, and the business affairs of the Corporation shall be
managed under the direction of, the Board except as may be otherwise provided
by law or the Articles of Incorporation.  The Board shall annually elect from
among its members a Chairman, a President and may elect one (1) or more Vice
Chairmen of the Board.  The Chairman shall preside at all meetings of the Board.

<PAGE>

   Section 2.  Number.  The Board shall consist of nine (9) members.

   Section 3.  Election of Directors.  There shall be three (3) classes of
directors, each class to be as nearly equal in number as possible.  The
directors of the first class shall hold office for a term expiring at the
annual meeting in 1987; directors of the second class shall hold office for
a term expiring at the annual meeting in 1988; and directors of the third
class shall hold office for a term expiring at the annual meeting in 1989.

   At each annual election beginning at the annual meeting of stockholders in
1987, the successors to the class of directors whose term then expires shall
be elected to hold office for a term of three (3) years, to succeeded those
directors whose term expires, so that the term of one class of directors shall
expire each year, unless, by reason of any intervening changes in the
authorized number of directors, the Board shall have designated one (1) or
more directorships whose term then expires as directorships of another class
in order more nearly to achieve equality of number of directors among the
classes.

   Notwithstanding the requirement that the three (3) classes shall be as
nearly equal in number of directors as possible, in the event of any change in
the authorized number of directors, each director then continuing to serve as
such shall nevertheless continue as a director of the class of which he is a
member until the expiration of his current term, or his prior resignation,
disqualification, disability or removal.  There shall be no cumulative voting
in the election of directors.

   Section 4.  Regular Meetings.  A regular meeting of the Board shall be held
without other notice than this Bylaw immediately after, and at the same place
as, the annual meeting of the stockholders or at such other place as may be
designated by the Board.  Additional meetings shall be held at such time as
the Board shall fix at such places within or without the State of Indiana as
shall be fixed by the Board.  No call shall be required for regular meetings
for which the time and place has been fixed.

   Section 5.  Special Meetings.  Special meetings of the Board may be called
by or at the request of the Chairman, or in his absence or disability, the
President, or in the absence or disability of both of them, a majority of
the remaining directors.  The persons authorized to call special meetings
of the Board may fix any place as the place for holding any special meeting
of the Board called by such persons.

   Section 6.  Participation in Meetings.  Members of the Board may participate
in regular or special meetings by means of conference telephone or similar
communications equipment by which all persons participating in the meeting
can communicate with each other.

<PAGE>

   Section 7.  Notice.  The persons authorized to call special meetings of the
Board shall cause the Secretary of the Corporation to give written or oral
notice of the meeting, specifying the time and place of the meeting, to each
director, either personally, by mailing, or by telegram, at least twenty-four
(24) hours in advance of the meeting.  Any director may waive notice of any
meeting by a writing filed with the Secretary.  The attendance of a director
at a meeting shall constitute a waiver of notice of such meeting, except in
the event a director attends a meeting for the express purpose of objecting
to the transaction of any business because the meeting is not lawfully called
or convened.  Neither the business to be transacted at, nor the purpose of,
any meeting of the Board need be specified in the notice or waiver of notice
of such meeting.

   Section 8.  Quorum.  A majority of the number of directors fixed pursuant to
Section 2 of this Article III shall constitute a quorum for the transaction
of business at any meeting of the Board, but if less than such majority is
present at a meeting, a majority of the directors present may adjourn the
meeting from time to time.  Notice of any adjourned meeting shall be given in
the same manner as prescribed by Section 7 of this Article III.

   Section 9.  Manner of Acting.  Unless otherwise prescribed in the Articles
of Incorporation or these Bylaws, the act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the
Board.

   Section 10.  Action Without a Meeting.  Any action required or permitted to
be taken by the Board at a meeting may be taken without a meeting if a consent
in writing, setting forth the action so taken, shall be signed by al of the
directors.

   Section 11.  Resignation.  Any director may resign at any time by sending a
written notice of such resignation to the Corporation addressed to the
Chairman or the President.  Unless otherwise specified therein, such
resignation shall take effect upon receipt thereof.  More than three (3)
consecutive absences from regular meetings of the Board, unless excused by
resolution of the Board, shall automatically constitute a resignation,
effective when such resignation is accepted by the Board.

   Section 12.  Vacancies.  Any vacancy occurring in the Board may be filled
in accordance with the Articles of Incorporation.

   Section 13.  Compensation.  By resolution of the Board, a reasonable fixed
sum, and reasonable expenses of attendance, if any, for actual attendance at
each regular or special meeting of the Board may be paid to directors.
Members of either standing or special committees may be allowed such
compensation for actual attendance at committee meetings as the Board may
determine.

<PAGE>

   Section 14.  Presumption of Assent.  A director of the Corporation who is
present at a meeting of the Board at which action is taken shall be
presumed to have assented to the action taken unless his dissent or
abstention shall be entered in the minutes of the meeting or unless he
shall file a written dissent to such action with the person acting as the
Secretary of the meeting before the adjournment thereof or shall forward
such dissent by registered mail to the Secretary of the Corporation within
five (5) days after the date a copy of the minutes of the meeting is received.
Such right to dissent shall not apply to a director who voted in favor of
such action.

   Section 15.  Removal.  A director may be removed only for cause as
determined by the affirmative vote of the holders of at least a two-thirds
(2/3) majority of the shares then entitled to vote in an election of directors,
which vote may only be taken at a meeting of stockholders called expressly for
that purpose, or by a two-thirds (2/3) majority vote of the entire Board.
Cause for removal of a director shall be deemed to exist only if the director
whose removal is proposed has been convicted of a felony by a court of
competent jurisdiction or has been adjudged by a court of competent
jurisdiction to be liable for gross negligence or misconduct in the
performance of such director's duty to the Corporation and such conviction or
adjudication is no longer subject to direct appeal.


                                 ARTICLE IV
                      EXECUTIVE AND OTHER COMMITTEES

   Section 1.  Appointment.  The Board, by resolution adopted by a majority of
the board, may designate the Chairman, the President and one (1) or more of
the other directors to constitute an Executive Committee.  The designation of
any committee pursuant to this Article IV and the delegation of authority
thereto shall not operate to relieve the Board, or any director, of any
responsibility imposed by law or regulation.

   Section 2.  Authority.  The Executive Committee, when the Board is not in
session, shall have and may exercise all of the authority of the Board except
to the extent, if any, that such authority shall be limited by the resolution
appointing the Executive Committee, or as otherwise expressly provided by law,
the Articles of Incorporation or these Bylaws.

   Section 3.  Tenure.  Subject to the provisions of Section 8 of this Article
IV, each member of the Executive Committee shall hold office until the next
regular annual meeting of the Board following his designation and until a
successor is designated as a member of the Executive Committee.

<PAGE>

   Section 4.  Meetings.  Regular meetings of the Executive Committee may be
held without notice at such times and paces as the Executive Committee may fix
from time to time.  Special meetings of the Executive Committee may be called
by the Chairman, or in his absence or disability, by the President, or in the
absence or disability of both of them, by a majority of the remaining members
of the Executive Committee upon not less than one (1) day's notice stating the
place, date and hour of the meeting, which notice may be written or oral.  Any
member of the Executive Committee may waive notice of any meeting and no
notice of any meeting need be given to any member thereof who attends in
person.  The notice of a meeting of the Executive Committee need not state the
business proposed to be transacted at the meeting.

   Regular or special meetings may be held my means of conference telephone or
similar communications equipment by which all persons participating in the
meeting can communicate with each other.

   Section 5.  Quorum.  A majority of the members of the Executive Committee
shall constitute a quorum for the transaction of business at any meeting
thereof, and action of the Executive Committee must be authorized by the
affirmative vote of a majority of the members present at a meeting at which
a quorum is present.

   Section 6.  Action.  Without a Meeting.  Any action required or permitted to
be taken by the Executive Committee at a meeting may be taken without a
meeting if a consent in writing, setting forth the action so taken, shall be
signed by all of the members of the Executive Committee.

   Section 7.  Vacancies.  Any vacancy in the Executive Committee may be filled
by a resolution adopted by a majority of the Board.

   Section 8.  Resignations and Removal.  Any member of the Executive Committee
may be removed at any time with or without cause by resolution adopted by a
majority of the Board.  Any member of the Executive Committee may resign from
the Executive Committee at any time by giving written notice to the Chairman
or the President.  Unless otherwise specified thereon, such resignation shall
take effect upon receipt.  The acceptance of such resignation shall not be
necessary to make it effective.

   Section 9.  Procedure.  The Chairman shall be presiding officer of the
Executive Committee, or, in his absence or disability, the Vice Chairman, or
in the absence or disability of both of them, such other person as may be
elected by a majority of the members present.  The Executive Committee may
fix its own rules of procedure which shall not be inconsistent with these
Bylaws.  It shall keep regular minutes of its proceedings and report the same
to the Board for its information at the meeting thereof held next after its
proceedings shall have been taken.

<PAGE>

   Section 10.  Other Committees.  The Board may by resolution establish an
audit committee or other committees composed of directors as they may determine
to be necessary or appropriate for the conduct of the business of the
Corporation and may prescribe the duties, constitution and procedures thereof.


                                  ARTICLE V
                                  OFFICERS

   Section 1.  Positions.  The officers of the Corporation shall be a Chairman,
a Vice Chairman, a President, one (1) or more Vice Presidents, a Secretary
and a Treasurer, each of whom shall be elected by the Board.  The Chairman
shall be the Chief Executive Officer, and the President shall be the Chief
Operating Officer.  The Vice Chairman shall perform the duties of the Chairman
in the absence or disability of the Chairman.  The offices of the Secretary
and Treasurer may be held by the same person and a Vice President may also be
either the Secretary or the Treasurer.  The board may designate one (1) or
more Vice Presidents as Executive Vice President or Senior Vice President.
The Board may also elect or authorize the appointment of such other officers
as the business of the Corporation may require.  The officers shall have such
authority and perform such duties as the Board may from time to time
authorize or determine.  In the absence of action by the Board, the officers
shall have such powers and duties as
generally pertain to their respective offices.

   Section 2.  Election and Term of Office.  The officers of the Corporation
shall be elected annually at the first meeting of the Board held after each
annual meeting of the stockholders.  If the election of officers is not held
at such meeting, such election shall be held as soon thereafter as possible.
Each officer shall hold office until his successor shall have been duly
elected and qualified or until his death, resignation, or removal in the
manner hereinafter provided.  Election or appointment of an officer,
employee or agent shall not by itself create any contractual rights.   The
Board may authorize the Corporation to enter into an employment contract
with any officer, but no contract shall impair the right of the Board to
remove any officer at any time in accordance with Section 3 of this Article V.

   Section 3.  Removal.  Any officer may be removed by the Board whenever in
its judgment the best interests of the Corporation will be served thereby.

   Section 4.  Vacancies.  A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by a
majority vote of the Board for the unexpired portion of the term.

   Section 5.  Remuneration.  The remuneration of the officers shall be fixed
from time to time by the Board.

<PAGE>

                              ARTICLE VI
                CONTRACTS, LOANS, CHECKS AND DEPOSITS

   Section 1.  Contracts.  To the extent permitted by applicable law, the
Articles of Incorporation or these Bylaws, the Board may authorize any
officer, employee or agent of the Corporation to enter into any contract
or execute and deliver any instrument in the name of and on behalf of the
Corporation.  Such authority may be general or confined to specific instances.

   Section 2.  Loans.  No loans shall be contracted on behalf of the
Corporation and no evidence of indebtedness shall be issued in its name unless
authorized by the Board.  Such authority may be general or confined to specific
instances.

   Section 3.  Checks, Drafts, Etc.  All checks drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name
of the Corporation shall be signed by one (1) or more officers, employees or
agents of the Corporation in such manner as shall from time to time be
determined by the Board.

   Section 4.  Deposits.  All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation in any
duly authorized depositories as the Board may select.


                             ARTICLE VII
                           INDEMNIFICATION

   The Corporation shall indemnify any person made a party to any action, suit
or proceeding by reason of the fact that he is or was a director, officer,
employee or agent of the Corporation against all liability and reasonable
expense incurred or suffered by such person in connection therewith, if:

   (a)  the individual's conduct was in good faith, and

   (b)  the individual reasonably believed:

        (i)  in the case of conduct in the individual's official capacity with
the Corporation, that the individual's conduct was in its best interest; and

        (ii)  in all other cases, that the individual's conduct was at least
not opposed to the Corporation's best interests; and

   (c)  in the case of any criminal proceeding, the individual either:

        (i)  had reasonable cause to believe the individual's conduct was
lawful; or

        (ii)  had no reasonable cause to believe the individual's conduct was
unlawful.

<PAGE>

   The terms used in this Article VII shall have the same meaning as set forth
in Indiana Code 23-1-37.  Nothing contained in this Article VII shall limit or
preclude the ability of the Corporation to otherwise indemnify or to advance
expenses to any director, officer, employee or agent.


                              ARTICLE VIII
               CERTIFICATES FOR SHARES AND THEIR TRANSFER

   Section 1.  Certificates for Shares.  Certificates representing shares of
capital stock of the Corporation shall be in such form as shall be determined
by the Board.  Such certificates shall be signed by the Chairman or any other
officer of the Corporation authorized by the Board, attested by the Secretary
or an Assistant Secretary, and sealed with the corporate seal or a facsimile
thereof.  The signatures of such officers upon a certificate may be facsimiles
if the certificate is manually signed on behalf of a transfer agent or a
registrar other than the Corporation itself or one of its employees.   Each
certificate for shares of capital stock shall be consecutively numbered or
otherwise identified.  The name and address of the person to whom the shares
are issued, with the number of shares issued and date of issue, shall be
entered on the stock transfer books of the Corporation.  All certificates
surrendered to the Corporation for transfer shall be cancelled and no new
certificate shall be issued until the former certificate for a like number
of shares shall have been surrendered and cancelled, except that in the case
of a lost, stolen or destroyed certificate, a new certificate may be issued
therefore upon such terms and indemnity to the Corporation as the Board may
prescribe as sufficient to indemnify the Corporation against any claim that
may be made against it on account of such loss, theft or destruction.

   Section 2.  Transfer of Shares.  Transfer of shares of capital stock of the
Corporation shall be made only on its stock transfers books. Authority for
such transfer shall be given only by the holder of record thereof or by his
legal representative, who shall furnish proper evidence of such authority,
 or by his attorney thereunto duly authorized by power of attorney duly
executed and filed with the Corporation.  Such transfer shall be made only
on surrender for cancellation of the certificate for such shares. The person
in whose name shares of capital stock stand on the books of the Corporation
shall be deemed by the Corporation to be the owner thereof for all purposes.


                              ARTICLE IX
                              DIVIDENDS

   Subject to applicable law, the Articles of Incorporation or these Bylaws,
the Board may, from time to time, declare, and the Corporation may pay,
dividends on the outstanding shares of capital stock of the Corporation.

<PAGE>

                              ARTICLE X
                  SECURITIES OF OTHER CORPORATIONS

   Unless otherwise ordered by the Board, the Chairman shall have full power
and authority on behalf of the Corporation to purchase, sell, transfer,
encumber or vote any and all securities of any other corporation owned by
the Corporation, and may execute and deliver such documents as may be
necessary to effectuate such purchase, sale, transfer, encumbrance or vote.
The Board may, from time to time, confer like powers upon any other person
or persons.


                             ARTICLE XI
                     FISCAL YEAR, ANNUAL AUDIT

   The fiscal year of the Corporation shall end on the 31st day of December of
each year.  The Corporation shall be subject to an annual audit as of the end
of its fiscal year by independent public accountants appointed by and
responsible to the Board.


                            ARTICLE XII
                           CORPORATE SEAL

   The corporate seal of the Corporation, if any, shall be in such form as the
Board shall prescribe.


                           ARTICLE XIII
                            AMENDMENTS

   These Bylaws may be adopted, amended or repealed by a resolution adopted by
a two-thirds (2/3) majority of the directors then in office.


                           ARTICLE XIV
             NONAPPLICABILITY OF CERTAIN PROVISIONS
             OF THE INDIANA BUSINESS CORPORATION LAW

   Notwithstanding any election by the Board of Directors to have the
Corporation governed by the provisions of the Indiana Business Corporation Law,
IC 23-1-42 of the Indiana Business Corporation Law shall not apply to "control
share acquisitions" (as that term is defined in IC 23-1-42-2) of shares of
capital stock of the Corporation.