<PAGE>


                                        BYLAWS

                                          OF

                                   ANB CORPORATION


<PAGE>

                                        INDEX

ARTICLE ONE  -  Name, Offices and Resident Agent . . . . . . . . . . . . . .  1

    Section 1.    Name . . . . . . . . . . . . . . . . . . . . . . . . . . .  1
    Section 2.    Offices. . . . . . . . . . . . . . . . . . . . . . . . . .  1
    Section 3.    Resident Agent . . . . . . . . . . . . . . . . . . . . . .  1

ARTICLE TWO  -  Seal and Fiscal Year . . . . . . . . . . . . . . . . . . . .  1

    Section 1.    Corporate Seal . . . . . . . . . . . . . . . . . . . . . .  1
    Section 2.    Fiscal Year. . . . . . . . . . . . . . . . . . . . . . . .  1

ARTICLE THREE  -  Capital Stock. . . . . . . . . . . . . . . . . . . . . . .  2

    Section 1.    Number of Shares and Classes of Capital Stock. . . . . . .  2
    Section 2.    Consideration for No Par Value Shares. . . . . . . . . . .  2
    Section 3.    Consideration for Treasury Shares. . . . . . . . . . . . .  2
    Section 4.    Payment for Shares . . . . . . . . . . . . . . . . . . . .  2
    Section 5.    Certificate for Shares . . . . . . . . . . . . . . . . . .  2
    Section 6.    Facsimile Signatures . . . . . . . . . . . . . . . . . . .  2
    Section 7.    Transfer of Shares . . . . . . . . . . . . . . . . . . . .  3
    Section 8.    Cancellation . . . . . . . . . . . . . . . . . . . . . . .  3
    Section 9.    Transfer Agent and Registrar . . . . . . . . . . . . . . .  3
    Section 10.   Lost, Stolen or Destroyed Certificates . . . . . . . . . .  3
    Section 11.   Registered Shareholders. . . . . . . . . . . . . . . . . .  3
    Section 12.   Options to Officers and Employees. . . . . . . . . . . . .  3

ARTICLE FOUR  -  Meetings of Shareholders. . . . . . . . . . . . . . . . . .  4

    Section 1.    Place of Meeting . . . . . . . . . . . . . . . . . . . . .  4
    Section 2.    Annual Meeting . . . . . . . . . . . . . . . . . . . . . .  4
    Section 3.    Special Meetings . . . . . . . . . . . . . . . . . . . . .  4
    Section 4.    Notice of Meetings . . . . . . . . . . . . . . . . . . . .  4
    Section 5.    Addresses of Shareholders. . . . . . . . . . . . . . . . .  5
    Section 6.    Voting at Meetings . . . . . . . . . . . . . . . . . . . .  5
                  (a) Quorum . . . . . . . . . . . . . . . . . . . . . . . .  5
                  (b) Voting Rights. . . . . . . . . . . . . . . . . . . . .  5
                  (c) Proxies. . . . . . . . . . . . . . . . . . . . . . . .  5
                  (d) Required Vote. . . . . . . . . . . . . . . . . . . . .  5
    Section 7.    Voting List. . . . . . . . . . . . . . . . . . . . . . . .  5
    Section 8.    Fixing of Record Date to Determine Shareholders
                    Entitled to Vote . . . . . . . . . . . . . . . . . . . .  6
    Section 9.    Nominations for Director . . . . . . . . . . . . . . . . .  6

ARTICLE FIVE  -  Board of Directors. . . . . . . . . . . . . . . . . . . . .  6

    Section 1.    Election, Number and Term of Office. . . . . . . . . . . .  6
    Section 2.    Vacancies. . . . . . . . . . . . . . . . . . . . . . . . .  7
    Section 3.    Annual Meeting of Directors. . . . . . . . . . . . . . . .  7
    Section 4.    Regular Meetings . . . . . . . . . . . . . . . . . . . . .  7
    Section 5.    Special Meeting. . . . . . . . . . . . . . . . . . . . . .  7
    Section 6.    Quorum . . . . . . . . . . . . . . . . . . . . . . . . . .  7
    Section 7.    Consent Action by Directors. . . . . . . . . . . . . . . .  8
    Section 8.    Removal of Directors . . . . . . . . . . . . . . . . . . .  8
    Section 9.    Dividends. . . . . . . . . . . . . . . . . . . . . . . . .  8


                                       i
<PAGE>

    Section 10.   Fixing of Record Date to Determine Shareholders Entitled
                    to Receive Corporate Benefits. . . . . . . . . . . . . .  8
    Section 11.   Interest of Directors in Contracts . . . . . . . . . . . .  9
    Section 12.   Committees . . . . . . . . . . . . . . . . . . . . . . . .  9
    Section 13.   Retirement of Directors. . . . . . . . . . . . . . . . . . 10

ARTICLE SIX  -  Officers . . . . . . . . . . . . . . . . . . . . . . . . . . 10

    Section 1.    Principal Officers . . . . . . . . . . . . . . . . . . . . 10
    Section 2.    Election and Term of Office. . . . . . . . . . . . . . . . 10
    Section 3.    Removal. . . . . . . . . . . . . . . . . . . . . . . . . . 10
    Section 4.    Subordinate Officers . . . . . . . . . . . . . . . . . . . 10
    Section 5.    Resignations . . . . . . . . . . . . . . . . . . . . . . . 10
    Section 6.    Vacancies. . . . . . . . . . . . . . . . . . . . . . . . . 10
    Section 7.    Chairman of the Board. . . . . . . . . . . . . . . . . . . 11
    Section 8.    Vice Chairman of the Board . . . . . . . . . . . . . . . . 11
    Section 9.    Chief Executive Officer. . . . . . . . . . . . . . . . . . 11
    Section 10.   President. . . . . . . . . . . . . . . . . . . . . . . . . 11
    Section 11.   Vice-Presidents. . . . . . . . . . . . . . . . . . . . . . 11
    Section 12.   Treasurer. . . . . . . . . . . . . . . . . . . . . . . . . 11
    Section 13.   Secretary. . . . . . . . . . . . . . . . . . . . . . . . . 12
    Section 14.   Auditor. . . . . . . . . . . . . . . . . . . . . . . . . . 12
    Section 15.   Salaries . . . . . . . . . . . . . . . . . . . . . . . . . 12
    Section 16.   Voting Corporation's Securities. . . . . . . . . . . . . . 12

ARTICLE SEVEN  -  Indemnification. . . . . . . . . . . . . . . . . . . . . . 13

    Section 1.    Indemnification of Directors, Officers, Employees and
                    Agents . . . . . . . . . . . . . . . . . . . . . . . . . 13

ARTICLE EIGHT  -  Miscellaneous. . . . . . . . . . . . . . . . . . . . . . . 14

    Section 1.    Contracts, Drafts, Checks, Etc . . . . . . . . . . . . . . 14

ARTICLE NINE  -  Amendments  . . . . . . . . . . . . . . . . . . . . . . . . 14

    Section 1.    Regular Bylaws . . . . . . . . . . . . . . . . . . . . . . 14
    Section 2.    Anti-takeover Bylaws . . . . . . . . . . . . . . . . . . . 14
    Section 3.    Notice of Proposed Amendment . . . . . . . . . . . . . . . 14


                                       ii
<PAGE>

                                        BYLAWS

                                          OF

                                   ANB CORPORATION


                                     ARTICLE ONE
                                     -----------

                           NAME, OFFICES AND RESIDENT AGENT


SECTION 1.  NAME.  The name of the Corporation is ANB Corporation, and said
Corporation is hereinafter referred to as the "Corporation."

SECTION 2.  OFFICE.  The post office address and location of the principal
office of the Corporation is 110 East Main Street, Muncie, Indiana 47305.
The Board of Directors may from time to time establish other offices of the
Corporation or branches of the Corporation's business at whatever place or
places seem to be expedient.

SECTION 3.  RESIDENT AGENT.  The name of the resident agent of the
Corporation is Larry E. Thomas.  The post office address of such resident
agent is 110 East Main Street, Muncie, Indiana 47305.


                                     ARTICLE TWO
                                     ------------

                                 SEAL AND FISCAL YEAR

SECTION 1.  CORPORATE SEAL.  The seal of the Corporation shall be circular in
form and mounted upon a metal die, suitable for impressing the same upon
paper. About the upper periphery of the seal shall appear the words "ANB
Corporation" and about the lower periphery thereof the words "Muncie,
Indiana".  In the center of the seal shall appear the word "Seal".  The
following is an impression of the seal adopted by the Board of Directors:

                                 (     Impression    )
                                 (         of        )
                                 (        Seal       )

Any officer of the Corporation shall have the authority to affix the
corporate seal or to attest the same.

SECTION 2.  FISCAL YEAR.  The fiscal year of the Corporation begins on the
first day of January and ends on the last day of December of the same year
except that the first year of the Corporation begins on July 10, 1984.


<PAGE>

                                    ARTICLE THREE
                                    -------------

                                    CAPITAL STOCK

SECTION 1.  NUMBER OF SHARES AND CLASSES OF CAPITAL STOCK.  The total number
of shares of capital stock which the Corporation shall have authority to
issue shall be as stated in the Articles of Incorporation.

SECTION 2.  CONSIDERATION FOR NO PAR VALUE SHARES.  The shares of stock of
the Corporation without par value shall be issued or sold in such manner and
for such amount of consideration as may be fixed from time to time by the
Board of Directors.  Upon payment of the consideration fixed by the Board of
Directors, such shares of stock shall be fully paid and nonassessable.

SECTION 3.  CONSIDERATION FOR TREASURY SHARES.  Treasury shares may be
disposed of by the Corporation for such consideration as may be determined
from time to time by the Board of Directors.

SECTION 4.  PAYMENT FOR SHARES.  The consideration for the issuance of shares
of capital stock of the Corporation may be paid, in whole or in part, in
money, in other property, tangible or intangible, or in labor actually
performed for, or services actually rendered to the Corporation; provided,
however, that the part of the surplus of the Corporation which is transferred
to stated capital upon the issuance of shares as a share dividend shall be
deemed to be the consideration for the issuance of such shares.  When payment
of the consideration for which a share was authorized to be issued shall have
been received by the Corporation, or when surplus shall have been transferred
to stated capital upon the issuance of a share dividend, such share shall be
declared and taken to be fully paid and not liable to any further call or
assessment, and the holder thereof shall not be liable for any further
payments thereon.  In the absence of actual fraud in the transaction, the
judgment of the Board of Directors as to the value of such property, labor or
services received as consideration, or the value placed by the Board of
Directors upon the corporate assets in the event of a share dividend, shall
be conclusive. Promissory notes, uncertified checks, or future services shall
not be accepted in payment or part payment for the capital stock of the
Corporation.

SECTION 5.  CERTIFICATE FOR SHARES.  Each holder of capital stock of the
Corporation shall be entitled to a stock certificate, signed by the President
or a Vice President and the Secretary or any Assistant Secretary of the
Corporation, with the seal of the Corporation thereto affixed, stating the
name of the registered holder, the number of shares represented by such
certificate, the par value of each share of stock or that such shares of
stock are without par value, and that such shares are fully paid and
nonassessable.  If such shares are not fully paid, the certificates shall be
legibly stamped to indicate the per cent which has been paid, and as further
payments are made, the certificate shall be stamped accordingly.

SECTION 6.  FACSIMILE SIGNATURES.  If a certificate is countersigned by the
written signature of a transfer agent other than the Corporation or its
employee the signatures of the officers of the Corporation may be facsimiles.
 If a stock certificate representing shares of the capital stock of the
Corporation is manually signed by an officer of the Corporation designated to
sign such certificate pursuant to ARTICLE THREE, SECTION 5 of these Bylaws,
the signature of the other officer of the Corporation required to sign such
certificate may be a facsimile.  If a certificate is countersigned by the
written signature of a registrar other than the Corporation or its employee,
the signatures of the registrar and the officers of the Corporation may be
facsimiles.  In case any officer, transfer agent, or registrar who has signed
or whose facsimile signature has been placed upon a certificate shall have
ceased to be such officer, transfer agent, or registrar before such
certificate is


                                       2
<PAGE>

issued, it may be issued by the Corporation with the same effect as if he
were such officer, transfer agent, or registrar at the date of its issue.

(Section 6 was amended by vote of the Board of Directors on November 16,
1995.)

SECTION 7.  TRANSFER OF SHARES.  The shares of capital stock of the
Corporation shall be transferable only on the books of the Corporation upon
surrender of the certificate or certificates representing the same, properly
endorsed by the registered holder or by his duly authorized attorney or
accompanied by proper evidence of succession, assignment or authority to
transfer.  A stock certificate book shall be maintained in which all
assignments and transfers of stock shall be made.

SECTION 8.  CANCELLATION.  Every certificate surrendered to the Corporation
for exchange or transfer shall be canceled, and no new certificate or
certificates shall be issued in exchange for any existing certificate until
such existing certificate shall have been so canceled, except in cases
provided for in Section 10 of this Article Three.

SECTION 9.  TRANSFER AGENT AND REGISTRAR.  The Board of Directors may appoint
a transfer agent and a registrar for each class of capital stock of the
Corporation and may require all certificates representing such share to bear
the signature of such transfer agent and registrar.  Shareholders shall be
responsible for notifying the Corporation or transfer agent and registrar for
the class of stock held by such shareholder in writing of any changes in
their addresses from time to time, and failure so to do shall relieve the
Corporation, its shareholders, directors, officers, transfer agent and
registrar of liability for failure to direct notices, dividends, or other
documents or property to an address other than the one appearing upon the
records of the transfer agent and registrar of the Corporation.

SECTION 10.  LOST, STOLEN OR DESTROYED CERTIFICATES.  The Corporation may
cause a new certificate or certificates to be issued in place of any
certificate or certificates heretofore issued by the Corporation alleged to
have been lost, stolen or destroyed, upon the making of an affidavit of that
fact by the person claiming the certificate of stock to be lost, stolen or
destroyed.  When authorizing such issue of a new certificate or certificates,
the Corporation may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost, stolen or destroyed
certificate or certificates, or his legal representative, to give the
Corporation a bond in such sum and in such form as it may direct to indemnify
against any claim that may be made against the Corporation with respect to
the certificate alleged to have been lost, stolen or destroyed or the
issuance of such new certificate.  The Corporation, in its discretion, may
authorize the issuance of such new certificates without any bond when in its
judgment it is proper to do so.

SECTION 11.  REGISTERED SHAREHOLDERS.  The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the
owner of such shares to receive dividends, to vote as such owner, to hold
liable for calls and assessments, and to treat as owner in all other
respects, and shall not be bound to recognize any equitable or other claims
to or interest in such share or shares on the part of any other person,
whether or not it shall have express or other notice thereof, except as
otherwise provided by the laws of Indiana.

SECTION 12.  OPTIONS TO OFFICERS AND EMPLOYEES.  The issuance, including the
consideration, of rights or options to directors, officers or employees of
the Corporation, and not to the shareholders generally, to purchase from the
Corporation shares of its capital stock shall be approved by the affirmative
vote of the holders of a majority of the shares entitled to vote thereon or
shall be authorized by and consistent with a plan approved by such a vote of
the shareholders.


                                       3
<PAGE>

                                   ARTICLE FOUR
                                   ------------

                              MEETINGS OF SHAREHOLDERS

SECTION 1.  PLACE OF MEETING.  Meetings of shareholders of the Corporation
shall be held at such place, within or without the State of Indiana, as may
from time to time be designated by the Board of Directors, or as may be
specified in the notices or waivers of notice of such meetings.

SECTION 2.  ANNUAL MEETING.  The annual meeting of shareholders for the
election of Directors, and for the transaction of such other business as may
properly come before the meeting, shall be held on the third Wednesday in
March of each year, if such day is not a holiday, and if a holiday, then on
the first following day that is not a holiday, or in lieu of such day may be
held on such other day as the Board of Directors may set by resolution, but
not later than the end of the fifth month following the close of the fiscal
year of the Corporation.  Failure to hold the annual meeting at the
designated time shall not work any forfeiture or a dissolution of the
Corporation, and shall not affect otherwise valid corporate acts.  The
President of the Corporation shall then make report to the shareholders
regarding the condition of the Corporation and shall review the business of
the preceding year.

SECTION 3.  SPECIAL MEETINGS.  A special meeting of the shareholders, for any
purpose or purposes, unless otherwise prescribed by law, may be called by the
Board of Directors or the President and shall be called by the Board of
Directors or the President at the request in writing of persons who hold of
record not less than 1/4 of all shares outstanding and entitled to vote on
any proposal to be submitted at the meeting.  Such request shall state the
purpose or purposes of the proposed meeting and shall be delivered either in
person or by registered or certified mail, return receipt requested, to the
President. The Board of Directors shall, no later than 45 days after the
Corporation's receipt of such request, set the date, time and place of such
meeting and fix a record date for determination of the shareholders entitled
to vote at the meeting and to receive notice thereof.  The Secretary shall
thereafter cause notice of such meeting to be given to the shareholders
entitled thereto, no later than the 60th day after the Corporation's receipt
of the shareholder's request for a meeting.  Such meeting shall be held not
less than 15 nor more than 90 days after the receipt of such request.

(Section 3 was amended by vote of the Board of Directors on February 12,
1986.)

SECTION 4.  NOTICE OF MEETINGS.  A written or printed notice, stating the
place, day and hour of the meeting and, in case of a special meeting or when
required by any other provision of The Indiana General Corporation Act or of
the Articles of Incorporation, as now or hereafter amended, or these Bylaws,
the purpose or purposes for which the meeting is called.  The notice shall be
delivered or mailed by the Secretary, or by the officers or persons calling
the meeting, to each shareholder of record entitled by the Articles of
Incorporation, as now or hereafter amended, and by The Indiana General
Corporation Act to vote at such meeting, at such address as appears upon the
records of the Corporation, at least ten (10) days before the date of the
meeting.  Notice of any such meeting may be waived in writing by any
shareholder, if the waiver sets forth in reasonable detail the purpose or
purposes for which the meeting is called and the time and place thereof.
Attendance at any meeting in person, or by proxy, shall constitute a waiver
of notice of such meeting.  Each shareholder, who has in the manner above
provided waived notice of a shareholders' meeting, or who personally attends
a shareholders' meeting, or is represented thereat by a proxy authorized to
appear by an instrument of proxy, shall be conclusively presumed to have been
given due notice of such meeting.  Notice of any adjourned meeting of
shareholders shall not be required to be given if the time and place thereof
are announced at the meeting at which the


                                       4
<PAGE>

adjournment is taken except as may be expressly required by law.

SECTION 5.  ADDRESSES OF SHAREHOLDERS.  The address of any shareholder
appearing upon the records of the Corporation shall be deemed to be the
latest address of such shareholder appearing on the records maintained by the
Corporation or its transfer agent for the class of stock held by such
shareholder.

SECTION 6.  VOTING AT MEETINGS.

    (a)  QUORUM.  The holders of record of a majority of the issued and
         outstanding stock of the Corporation entitled to vote at such
         meeting, present in person or by proxy, shall constitute a quorum at
         all meetings of shareholders for the transaction of business, except
         where otherwise provided by law, the Articles of Incorporation or
         these Bylaws.  In the absence of a quorum any officer entitled to
         preside at, or act as secretary of, such meeting shall have the
         power to adjourn the meeting from time to time until a quorum shall
         be constituted.  At any such adjourned meeting at which a quorum
         shall be present, any business may be transacted which might have
         been transacted at the original meeting, but only those shareholders
         entitled to vote at the original meeting shall be entitled to vote
         at any adjournment or adjournments thereof unless a new record date
         is fixed by the Board of Directors for the adjourned meeting.

    (b)  VOTING RIGHTS.  Except as otherwise provided by law or by the
         provisions of the Articles of Incorporation, every shareholder shall
         have the right at every shareholders' meeting to one vote for each
         share of stock having voting power, registered in his name on the
         books of the Corporation on the date for the determination of
         shareholders entitled to vote, on all matters coming before the
         meeting, including the election of directors.

    (c)  PROXIES.  At any meeting of shareholders, every shareholder having
         the right to vote shall be entitled to vote in person, or by proxy
         executed in writing by the shareholder or a duly authorized attorney
         in fact and bearing a date not more than eleven months prior to its
         execution, unless a longer time is expressly provided therein.
         Proxies shall be valid for one meeting only, to be specified
         therein, and any adjournment of said meeting.  Proxies shall be
         dated and shall be filed with the records of said meeting.  No
         director, officer, employee, or attorney for this Corporation shall
         act as proxy.

    (d)  REQUIRED VOTE.  When a quorum is present at any meeting, the vote of
         the holders of a majority of the stock having voting power present
         in person or represented by proxy shall decide any question brought
         before such meeting, unless the question is one upon which, by
         express provision of The Indiana General Corporation Act or of the
         Articles of Incorporation or by these Bylaws, a greater vote is
         required, in which case such express provision shall govern and
         control the decision of such question.

SECTION 7.  VOTING LIST.  The Corporation or its transfer agent shall make,
at least five days before each election of directors, a complete list of the
shareholders entitled by the Articles of Incorporation, as now or hereafter
amended, to vote at such election, arranged in alphabetical order, with the
address and number of shares so entitled to vote held by each, which list
shall be on file at the principal office of the Corporation and subject to
inspection by any shareholder.  Such list shall be produced and kept open at
the time and place of election and shall be subject to the inspection of any
shareholder during the holding of such election.  The original stock register
or transfer book, or a duplicate thereof kept in the State of Indiana, shall
be the only evidence as to who are the shareholders entitled to examine such
list or the stock ledger or transfer book or to


                                       5
<PAGE>

vote at any meeting of the shareholders.

SECTION 8.  FIXING OF RECORD DATE TO DETERMINE SHAREHOLDERS ENTITLED TO VOTE.
The Board of Directors may prescribe a period not exceeding 50 days prior to
meetings of the shareholders, during which no transfer of stock on the books
of the Corporation may be made; or, in lieu of prohibiting the transfer of
stock may fix a day and hour not more than 50 days prior to the holding of
any meeting of shareholders at the time as of which shareholders entitled to
notice of, and to vote at, such meeting shall be determined, and all persons
who are holders of record of voting stock at such time, and no others, shall
be entitled to notice of, and to vote at, such meeting.  In the absence of
such a determination, such date shall be 10 days prior to the date of such
meetings.

SECTION 9.  NOMINATIONS FOR DIRECTOR.  Nominations for election to the Board
of Directors may be made by the Board of Directors or by any shareholder of
any outstanding class of capital stock of the Corporation entitled to vote
for the election of directors.  Nominations, other than those made by or on
behalf of the existing management of the Corporation, shall be made in
writing and shall be delivered or mailed to the President of the Corporation
not less than 10 days nor more than 50 days prior to any meeting of
shareholders called for the election of directors.  Such notification shall
contain the following information to the extent known to the notifying
shareholder:  (a) the name and address of each proposed nominee; (b) the
principal occupation of each proposed nominee; (c) the name and residence
address of the notifying shareholder; and (d) the number of shares of capital
stock of the Corporation owned by the notifying shareholder.  Nominations not
made in accordance herewith may, in his discretion, be disregarded by the
chairman of the meeting, and upon his instructions, the vote tellers may
disregard all votes cast for each such nominee.

(Section 10 dealing with Shareholders' Preemptive Rights was amended by
deletion in its entirety by vote of the Board of Directors on February 12,
1986.)


                                     ARTICLE FIVE
                                     ------------

                                  BOARD OF DIRECTORS

SECTION 1.  ELECTION, NUMBER AND TERM OF OFFICE.  Directors shall be elected
at the annual meeting of shareholders, or, if not so elected, shall be
elected at a special meeting of shareholders called for that purpose, by the
holders of the shares of stock entitled by the Articles of Incorporation to
elect Directors.

    The number of Directors of the Corporation to be elected by the holder of
the shares of stock entitled by the Articles of Incorporation to elect
Directors shall consist of not less than 5 nor more than 25 shareholders.
The number of Directors to be elected shall be determined periodically, and
at least as often as one time per year, by the Board of Directors.

    The Directors shall be classified, with respect to the time for which
they severally hold office, into three classes as nearly equal in number as
possible. One class shall be originally elected at the 1986 annual meeting of
shareholders for a term expiring at the annual meeting of shareholders to be
held in 1987. Another class shall be originally elected at the 1986 annual
meeting of shareholders for a term expiring at the annual meeting of
shareholders to be held in 1988.  The third class shall be originally elected
at the 1986 meeting of shareholders for a term expiring at the annual meeting
of shareholders to be held in 1989.  Each Director shall hold office until
his or her successor is elected and qualified.  At each annual meeting of
shareholders, the successor of each Director whose term expires at that
meeting shall be elected to hold office for a term


                                      6
<PAGE>

expiring at the annual meeting of shareholders to be held in the third year
following the year of his election, and until such Director's successor shall
have been elected and qualified.  No decrease in the number of directors
constituting the Board of Directors shall shorten the term of any incumbent
Director.

(Section 1 was amended by vote of the Board of Directors on March 19, 1986,
January 19, 1994 and August 21, 1996.)

SECTION 2.  VACANCIES.  Any vacancy on the Board of Directors caused by an
increase in the number of Directors shall be filled by the affirmative vote
of a majority of the remaining Directors.  Any Director elected in accordance
with the preceding sentence shall hold office for the remainder of the full
term of the class of Directors in which the new directorship was created and
until such Director's successor shall have been elected and qualified.

    Any vacancy occurring in the Board of Directors caused by resignation,
death, removal or other incapacity of a Director shall be filled by the
affirmative vote of a majority of the remaining Directors.  Any Director
elected in accordance with the preceding sentence shall hold office for the
remainder of the term of the person for whom the vacancy occurred and until
such Director's successor shall have been elected and qualified.

    If the vote of the Directors to fill a vacancy shall result in a tie,
such vacancy, at the discretion of the Board of Directors, may be filled by
the vote of the shareholders at a special meeting called expressly for that
purpose.

(Section 2 was amended by vote of the Board of Directors on March 19, 1986.)

SECTION 3.  ANNUAL MEETING OF DIRECTORS.  The Board of Directors shall meet
on the fourth Wednesday in March of each year, if such day is not a holiday,
and if a holiday, then on the first following date that is not a holiday, or
in lieu of such, on such other day, as the Board of Directors may by
resolution set, which day is no later than the end of the fifth month
following the close of the fiscal year of the Corporation for the purpose of
organization, election of officers, and consideration of any other business
that may properly come before the meeting.  No notice of any kind to either
old or new members of the Board of Directors for such annual meeting shall be
necessary.

(Section 3 was amended by vote of the Board of Directors on November 16,
1988.)

SECTION 4.  REGULAR MEETINGS.  Regular meetings of the Board of Directors
shall be held at such times and places, either within or without the State of
Indiana, as may be fixed by the Directors.  Such regular meetings of the
Board of Directors may be held without notice or upon such notice as may be
fixed by the Directors.

SECTION 5.  SPECIAL MEETING.  Special meetings of the Board of Directors may
be called by the Chairman of the Board, the President, or by not less than a
majority of the member of the Board of Directors.  Notice of the time and
place, either within or without the State of Indiana, of a special meeting
shall be served upon or telephoned to each Director at least twenty-four
hours, or mailed, telegraphed or cabled to each Director at his usual place
of business or residence at least forty-eight hours, prior to the time of the
meeting. Directors in lieu of such notice, may sign a written waiver of
notice either before the time of the meeting, at the meeting or after the
meeting.  Attendance by a director in person at any special meeting shall
constitute a waiver of notice.

SECTION 6.  QUORUM.  A majority of the actual number of Directors elected and
qualified, from time to time, shall be necessary to constitute a quorum for
the transaction of any


                                       7
<PAGE>

business except the filling of vacancies, and the act of a majority of the
directors present at the meeting, at which a quorum is present, shall be the
act of the Board of Directors, unless the act of a greater number is required
by The Indiana General Corporation Act, by the Articles of Incorporation, or
by these Bylaws.  A director, who is present at a meeting of the Board of
Directors, at which action on any corporate matter is taken, shall be
conclusively presumed to have assented to the action taken, unless (a) his or
her dissent shall be affirmatively stated at and before the adjournment of
such meeting (in which event the fact of such dissent shall be entered by the
secretary of the meeting in the minutes of the meeting), or (b) he or she
shall forward such dissent by registered mail to the Secretary of the
Corporation immediately after the adjournment of the meeting.  The right of
dissent provided for by either clause (a) or clause (b) of the immediately
preceding sentence shall not be available in respect of any matter acted upon
at any meeting, to a Director who voted at the meeting in favor of such
matter and did not change his or her vote prior to the time that the result
of the vote on such matter was announced by the chairman of such meeting.

    A member of the Board of Directors may participate in a meeting of the
Board by means of a conference telephone or similar communications equipment
by which all directors participating in the meeting can communicate with each
other, and participation by these means constitutes presence in person at the
meeting.  A director cannot vote by proxy at a meeting of the Board of
Directors.

SECTION 7.  CONSENT ACTION BY DIRECTORS.  Any action required or permitted to
be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting, if prior to such action a written consent to
such action is signed by all members of the Board of Directors or such
committee, as the case may be, and such written consent is filed with the
minutes of proceedings of the Board of Directors or committee.

SECTION 8.  REMOVAL OF DIRECTORS.  Any or all members of the Board of
Directors may be removed, only with cause, at a meeting of the shareholders
called expressly for that purpose by the affirmative vote of the holders of
2/3 of the voting power of the then outstanding shares of voting stock of the
corporation entitled to vote on the election of Directors, voting together as
a single class.

(Section 8 was amended by vote of the Board of Directors on March 19, 1986.)

SECTION 9.  DIVIDENDS.  The Board of Directors shall have power, subject to
any restrictions contained in The Indiana General Corporation Act or in the
Articles of Incorporation and out of funds legally available therefor, to
declare and pay dividends upon the outstanding capital stock of the
Corporation as and when they deem expedient.  Before declaring any dividend,
there maybe set aside out of any funds of the Corporation available for
dividends such sum or sums as the Board of Directors from time to time in
their absolute discretion deem proper for working capital, or as a reserve or
reserves to meet contingencies or for such other purposes as the Board of
Directors determines.  The Board of Directors may modify or abolish any such
reserve in the manner in which it was created.

SECTION 10.  FIXING OF RECORD DATE TO DETERMINE SHAREHOLDERS ENTITLED TO
RECEIVE CORPORATE BENEFITS.  The Board of Directors may fix a day and hour
not exceeding 50 days preceding the date fixed for payment of any dividend or
for the delivery of evidence of rights, or for the distribution of other
corporate benefits, or for a determination of shareholders for any other
purpose, as a record time for the determination of the shareholders


                                      8
<PAGE>

entitled to receive any such dividend, rights or distribution, and in such
case only shareholders of record at the time so fixed shall be entitled to
receive such dividend, rights or distribution.  If no record date is fixed
for the determination of shareholders entitled to receive payment of a
dividend, the end of the day of which the resolution of the Board of
Directors declaring such dividend is adopted shall be the record date for
such determination.

SECTION 11.  INTEREST OF DIRECTORS IN CONTRACTS.  Any contract or other
transaction between the Corporation or any corporation in which this
Corporation owns a majority of the capital stock shall be valid and binding,
notwithstanding that the directors or officers of this Corporation are
identical or that some or all of the directors or officers, or both, are also
directors or officers of such other corporation.

    Any contract, or other transaction between the Corporation and one or
more of its directors or members or employees, or between the Corporation and
any firm of which one or more of its directors are members or employees or in
which they are interested, or between the Corporation and any corporation or
association of which one or more of its directors are stockholders, members,
directors, officers, or employees, or in which they are interested, shall be
valid for all purposes notwithstanding the presence of such director or
directors at the meeting of the Board of Directors of the Corporation which
acts upon, or in reference to, such contract or transaction and
notwithstanding his or their participating in such action, if the fact of
such interest shall be disclosed or known to the Board of Directors and the
Board of Directors shall authorize, approve and ratify such contract or
transaction by a vote of a majority of the directors present, such interested
director or directors to be counted in determining whether a quorum is
present, but not to be counted in calculating the majority of such quorum
necessary to carry such vote.  This Section shall not be construed to
invalidate any contract or other transaction which would otherwise be valid
under the common and statutory law applicable thereto.

SECTION 12.  COMMITTEES.  The Board of Directors may, by resolution adopted
by a majority of the actual number of Directors elected and qualified, from
time to time, designate from among its members an Executive Committee and one
or more other committees, each of which, to the extent provided in the
resolution, the Articles of Incorporation, or these Bylaws, may exercise all
of the authority of the Board of Directors of the Corporation, including, but
not limited to, the authority to issue and sell or approve any contract to
issue and sell, securities or shares of the Corporation or designate the
terms of a series of a class of securities or shares of the Corporation.  The
terms which may be affixed by each such committee include, but are not
limited to, the price, dividend rate, and provisions of redemption, a sinking
fund, conversion, voting, or preferential rights or other features of
securities or class or series of a class of shares.  Each such committee may
have full power to adopt a final resolution which sets forth those terms and
to authorize a statement of such terms to be filed with the Secretary of
State.  However, no such committee has the authority to declare dividends or
distributions, amend the Articles of Incorporation or the Bylaws, approve a
plan of merger or consolidation even if such plan does not require
shareholder approval, reduce earned or capital surplus, authorize or approve
the reacquisition of shares unless pursuant to a general formula or method
specified by the Board of Directors, or recommend to the shareholders a
voluntary dissolution of the Corporation or a revocation thereof.  No member
of any such committee shall continue to be a member thereof after he ceases
to be a Director of the Corporation.  The calling and holding of meetings of
any such committee and its method of procedure shall be determined by the
Board of Directors.  A member of the Board of Directors shall not be liable
for any action taken by any such committee if he is not a member of that
committee and has acted in good faith and in a manner he reasonably believes
is in the best interest of the Corporation.  A member of a committee may
participate in a meeting of the committee by means of a conference telephone
or similar communications equipment by which all members participating in the
meeting can communicate with each other, and participation by these means
constitutes presence in person at the meeting.


                                       9
<PAGE>

SECTION 13.  RETIREMENT OF DIRECTORS.  No person shall be nominated to serve
as a director who shall have attained the age of seventy (70) years during
the calendar year preceding the annual meeting at which directors are to be
elected. No person shall be nominated to serve as a director if said person
shall no longer maintain a principal residence in the market area of the
Corporation or if the principal occupation or profession of said person has
changed during the calendar year preceding the annual meeting at which
directors are to be elected.

(Section 13 was amended by vote of the Board of Directors on September 21,
1994.)


                                     ARTICLE SIX
                                     -----------

                                       OFFICERS

SECTION 1.  PRINCIPAL OFFICERS.  The principal officers of the Corporation
shall be a Chairman of the Board, a Chief Executive Officer, a President, one
or more Vice-Presidents, a Treasurer and a Secretary.  The Corporation may
also have, at the discretion of the Board of Directors, a principal officer
designated as Vice Chairman of the Board.  The Corporation may also have, at
the discretion of the Board of Directors, such other subordinate officers as
may be appointed in accordance with the provisions of these Bylaws.  Any two
or more offices may be held by the same person, except the duties of
President and Secretary shall not be performed by the same person.  No person
shall be eligible for the office of Chairman of the Board, Chief Executive
Officer, Vice Chairman of the Board or President who is not a director of the
Corporation.

(Section 1 was amended by vote of the Board of Directors on March 18, 1992.)

SECTION 2.  ELECTION AND TERM OF OFFICE.  The principal officers of the
Corporation shall be chosen annually by the Board of Directors at the annual
meeting thereof.  Each such officer shall hold office until his successor
shall have been duly chosen and qualified, or until his death, or until he
shall resign, or shall have been removed in the manner hereinafter provided.

SECTION 3.  REMOVAL.  Any principal officer may be removed, either with or
without cause, at any time, by resolution adopted at any meeting of the Board
of Directors by a majority of the actual number of Directors elected and
qualified from time to time.

SECTION 4.  SUBORDINATE OFFICERS.  In addition to the principal officers
enumerated in Section 1 of this Article Six, the Corporation may have one or
more Assistant Treasurers, one or more Assistant Secretaries and such other
officers, agents and employees as the Board of Directors may deem necessary,
each of whom shall hold office for such period, may be removed with or
without cause, have such authority, and perform such duties as the President,
or the Board of Directors may from time to time determine.  The Board of
Directors may delegate to any principal officer the power to appoint and to
remove any such subordinate officers, agents or employees.

(Section 4 was amended by vote of the Board of Directors on March 18, 1992.)

SECTION 5.  RESIGNATIONS.  Any officer may resign at any time by giving
written notice to the Chairman of the Board or to the Board of Directors or
to the President or to the Secretary.  Any such resignation shall take effect
upon receipt of such notice or at any later time specified therein, and,
unless otherwise specified therein, the acceptance of such resignation shall
not be necessary to make it effective.

SECTION 6.  VACANCIES.  Any vacancy in any office for any cause may be filled
for the


                                      10
<PAGE>

unexpired portion of the term in the manner prescribed in these Bylaws for
election or appointment to such office for such term.

SECTION 7.  CHAIRMAN OF THE BOARD.  The Chairman of the Board, who shall be
chosen from among the Directors, shall preside at all meetings of
shareholders and at all meetings of the Board of Directors.  He or she shall
perform such other duties and have such other power as, from time to time,
may be assigned by the Board of Directors.

SECTION 8.  VICE CHAIRMAN OF THE BOARD.  The Vice Chairman of the Board, who
shall be chose from among the Directors, shall preside at all meetings of
shareholders and at all meetings of the Board of Directors in the absence or
disability of the Chairman of the Board.  The Vice Chairman shall perform
such other duties and have such other power as, from time to time, may be
assigned by the Board of Directors.

(Section 8 was added by vote of the Board of Directors on March 18, 1992.)

SECTION 9.  CHIEF EXECUTIVE OFFICER.  The Chief Executive Officer, who shall
be chosen from among the directors, shall be the Chief Executive Officer of
the Corporation.  The Chief Executive Officer shall be an ex-officio member
of all standing committees.  In the absence or disability of the Chairman of
the Board and the Vice Chairman of the Board, the Chief Executive Officer
shall preside at all meetings of shareholders and all meetings of the Board
of Directors.  The Chief Executive Officer shall perform such other duties
and have such other power as, from time to time, are assigned by the Board of
Directors.

(Section 9 was amended by vote of the Board of Directors March 18, 1992.)

SECTION 10.  PRESIDENT.  The President, who shall be chosen from among the
Directors, shall have general supervision of the affairs of the Corporation,
subject to the control of the Board of Directors.  The President shall be an
ex-officio member of all standing committees.  In the absence or disability
of the Chairman of the Board and of the Vice Chairman of the Board and of the
Chief Executive Officer, the President shall preside at all meetings of
shareholders and at all meetings of the Board of Directors.  Subject to the
control and direction of the Board of Directors, the President may enter into
any contract or execute and deliver any instrument in the name and on behalf
of the Corporation.  In general, the President shall perform all duties and
have all powers incident to the office of President, and all such other
duties and powers as, from time to time, may be assigned by the Board of
Directors.

(Section 10 was amended by vote of the Board of Directors on March 18, 1992.)

SECTION 11.  VICE-PRESIDENTS.  The Executive Vice-President, if any, shall
perform such duties not inconsistent with these Bylaws as may be specifically
designated by the President or the Chief Executive Officer or the Board of
Directors and in the absence of the President, may perform the duties and
exercise the authority of the President.  The Vice-Presidents, in the order
of their seniority, unless otherwise determined by the Board of Directors,
shall, in the absence or disability of the President and Executive
Vice-President (if any) perform the duties and powers of the President.  They
shall perform such other duties and have such other powers as the Board of
Directors, the Chief Executive Officer, or the President may from time to
time assign.

SECTION 12.  TREASURER.  The Treasurer shall have charge and custody of, and
be responsible for, all funds and securities of the Corporation and shall
deposit all such funds in the name of the Corporation in such banks or other
depositories as shall be selected by the Board of Directors.  The Treasurer
shall, upon request, exhibit at all reasonable times the books of account and
records to any of the directors of the Corporation during business


                                      11
<PAGE>

hours at the office of the Corporation where such books and records shall be
kept; shall render upon request by the Board of Directors a statement of the
condition of the finances of the Corporation at any meeting of the Board of
Directors or at the annual meeting of the shareholders; shall receive, and
give receipt for, moneys due and payable to the Corporation from any source
whatsoever; and in general, shall perform all duties incident to the office
of Treasurer and such other duties as from time to time may be assigned by
the President or the Board of Directors.  The Treasurer shall give such bond,
if any, for the faithful discharge of the assigned duties as the Board of
Directors may require.

SECTION 13.  SECRETARY.  The Secretary shall keep or cause to be kept in the
books provided for that purpose the minutes of the meetings of the
shareholders and of the Board of Directors; shall duly give and serve all
notices required to be given in accordance with the provisions of these
Bylaws and by The Indiana General Corporation Act; shall be custodian of the
records and of the seal of the Corporation and see that the seal is affixed
to all documents, the execution of which on behalf of the Corporation under
its seal is duly authorized in accordance with the provisions of these
Bylaws; and, in general, shall perform all duties incident to the office of
Secretary and such other duties as may, from time to time, be assigned by the
President or the Board of Directors.

SECTION 14.  AUDITOR.  The Auditor shall be responsible directly to the Board
of Directors for the safeguarding of all operations of the Corporation and
for the systems of internal audit and protective controls.  He shall make
such other examinations and audit as the Audit Committee of the Board shall
direct and shall perform such other duties as prescribed by the Chief
Executive Officer. The Auditor shall have the duty to report to the Chief
Executive Officer on all matters concerning the safeguarding of the
operations as he shall deem necessary or upon request of the Chief Executive
Officer.  It shall be the duty of the Auditor to report independently to the
Audit Committee of the Board and to the Board of Directors at such intervals
as the Board of Directors shall specify on all matters concerning the
safeguarding of the operations of the Bank which should properly be brought
to the attention of the Board of Directors.

(Section 14 was added by vote of the Board of Directors on March 18, 1992.)

SECTION 15.  SALARIES.  The salaries of the principal officers shall be fixed
from time to time by the Board of Directors, and the salaries of any
subordinate officers may be fixed by the President.

SECTION 16.  VOTING CORPORATION'S SECURITIES.  Unless otherwise ordered by
the Board of Directors, the Chairman of the Board, the Vice Chairman of the
Board, the Chief Executive Officer, the President and Secretary, and each of
them, are appointed attorneys and agents of the Corporation, and shall have
full power and authority in the name and on behalf of the Corporation, to
attend, to act, and to vote all stock or other securities entitled to be
voted at any meetings of security holders of corporations, or associations in
which the Corporation may hold securities, in person or by proxy, as a
stockholder or otherwise, and at such meetings shall possess and may exercise
any and all rights and powers incident to the ownership of such securities,
and which as the owner thereof the Corporation might have possessed and
exercised, if present, or to consent in writing to any action by any such
other corporation or association.  The Board of Directors by resolution from
time to time may confer like powers upon any other person or persons.

(Section 16 was amended by vote of the Board of Directors on March 18, 1992.)


                                      12
<PAGE>

                                 ARTICLE SEVEN
                                 -------------

                                INDEMNIFICATION

SECTION 1.  INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS.
Every person who is or was a director, officer, employee or agent of this
Corporation or of any other corporation for which he or she is or was serving
in any capacity at the request of this Corporation shall be indemnified by
this Corporation against any and all liability and expense that may be
incurred by said person in connection with or resulting from or arising out
of any claim, action, suit or proceeding; provided, however, that such person
is wholly successful with respect thereto or acted in good faith in what he
or she reasonably believed to be in or not opposed to the best interests of
this corporation and, in addition, in any criminal action or proceeding in
which said person had no reasonable cause to believe that the conduct was
unlawful.  As used herein, "claim, action, suit or proceeding" shall include
any claim, action, suit or proceeding (whether brought by or in the right of
this Corporation or such other corporation or otherwise), civil, criminal,
administrative or investigative, whether actual or threatened or in
connection with an appeal relating thereto, in which a director, officer,
employee or agent of this Corporation may become involved, as a party or
otherwise,

    (i)  by reason of his being or having been a director, officer, employee,
         or agent of this Corporation or such other corporation or arising out
         of his status as such or

   (ii)  by reason of any past or future action taken or not taken by him in
         any such capacity, whether or not he continues to be such at the time
         such liability or expense is incurred.

The terms "liability" and "expense" shall include, but shall not be limited
to, attorneys' fees and disbursements, amounts of judgments, fines or
penalties, and amounts paid in settlement by or on behalf of a director,
officer, employee, or agent, but shall not in any event include any liability
or expenses on account of profits realized by said person in the purchase or
sale of securities of the Corporation in violation of the law.  The
termination of any claim, action, suit or proceeding, by judgment, settlement
(whether with or without court approval) or conviction or upon a plea of
guilty or of nolo contendere, or its equivalent, shall not create a
presumption that a director, officer, employee, or agent did not meet the
standards of conduct set forth in this paragraph.

    Any such director, officer, employee, or agent who has been wholly
successful with respect to any such claim, action, suit or proceeding shall
be entitled to indemnification as a matter or right.  Except as provided in
the preceding sentence, any indemnification hereunder shall be made only if

    (i) the Board of Directors acting by a quorum consisting of directors who
        are not parties to or who have been wholly successful with respect to
        such claim, action, suit or proceeding shall find that the director,
        officer, employee, or agent has met the standards of conduct set forth
        in the preceding paragraph; or

   (ii) independent legal counsel shall deliver to the Corporation their
        written opinion that such director, officer, employee, or agent has met
        such standards of conduct.

    If several claims, issues or matters of action are involved, any such
person may be entitled to indemnification as to some matters even though said
person is not entitled as to other matters.


                                      13
<PAGE>

    The Corporation may advance expenses to or, where appropriate, may at its
expense undertake the defense of any such director, officer, employee, or
agent upon receipt of an undertaking by or on behalf of such person to repay
such expenses if it should ultimately be determined that said person is not
entitled to indemnification hereunder.

    The provisions of this Section shall be applicable to claims, actions,
suits or proceedings made or commenced after the adoption hereof, whether
arising from acts or omissions to act during, before or after the adoption
hereof.

    The rights of indemnification provided hereunder shall be in addition to
any rights to which any person concerned may otherwise be entitled by
contract or as a matter of law and shall inure to the benefit of the heirs,
executors and administrators of any such person.

    The Corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the
Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation against any
liability asserted against and incurred in any capacity or arising out of
said persons status as such, whether or not the Corporation would have the
power to indemnify said person against such liability under the provisions of
this Section or otherwise.


                                 ARTICLE EIGHT
                                 -------------

                                 MISCELLANEOUS

SECTION 1.  CONTRACTS, DRAFTS, CHECKS, ETC.  All contracts, checks, drafts
and other instruments shall be signed by the Chief Executive Officer or the
President or a Vice President or the Treasurer or an Assistant Treasurer or
such other individuals as may be designated by the Board of Directors.


                                 ARTICLE NINE
                                 ------------

                                  AMENDMENTS

SECTION 1.  REGULAR BYLAWS.  The power to make, alter, amend or repeal these
Bylaws is vested in the Board of Directors, but the affirmative vote of a
majority of the actual number of Directors elected and qualified, from time
to time, shall be necessary to effect the alteration, amendment or repeal of
these Bylaws.

(Section 1 was added by vote of the Board of Directors on March 19, 1986.)

SECTION 2.  ANTI-TAKEOVER BYLAWS.  Unless the continuing Directors on the
Board as defined in the Articles of Incorporation have unanimously
recommended the Amendment, no Amendment shall be adopted which shall repeal,
modify, amend, alter or diminish in any way the provisions of Article Four,
Section 3; Article Five, Sections 1, 2 and 8 and Article Nine without the
affirmative vote of 2/3 of the majority of the continuing Directors as
defined in the Articles of Incorporation.

(Section 2 was added by vote of the Board of Directors on March 19, 1986.)

SECTION 3.  NOTICE OF PROPOSED AMENDMENT.  Ten (10) days written notice of
any proposed amendment to the Bylaws shall be given to each member of the
Board of Directors unless said notice is waived in writing by each Director.


                                      14
<PAGE>

(Section 3 was added by vote of the Board of Directors on March 19, 1986.)


STATE OF INDIANA, DELAWARE COUNTY, SS:

    I hereby certify that the foregoing are the Bylaws of ANB Corporation as
adopted by the Board of Directors on September 12, 1984 and as amended by the
Board of Directors on February 12, 1986, March 19, 1986, November 16, 1988,
March 18, 1992, January 19, 1994, September 21, 1994, November 16, 1995 and
August 21, 1996.


                                       ANB CORPORATION

                                       By /s/ James W. Convy
                                         --------------------------------------
                                         (James W. Convy)   CORPORATE SECRETARY

                                      15