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                                       BY-LAWS
                                          OF
                            NATIONAL CITY BANCSHARES, INC.


                                      ARTICLE I

                                       OFFICES

     Section 1.  PRINCIPAL OFFICE.  The principal office of the corporation
shall be at such place in the City of Evansville, Indiana, as may be designated
from time to time by the Board of Directors.

     Section 2.  OTHER OFFICES.  The corporation shall also have offices at such
other places without, as well as within, the State of Indiana, as the Board of
Directors may from time to time determine.


                                      ARTICLE II

                               MEETINGS OF SHAREHOLDERS

     Section 1.  ANNUAL MEETING.  The annual meeting of the shareholders of this
corporation shall be held at such time as may be designated by resolution of the
Board of Directors, but not later than June 30th of each year.

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

     Section 3.  PLACE OF MEETINGS.  Meetings of shareholders shall be held at
the office of the corporation in the City of Evansville, Indiana, unless the
Board of Directors decides that a meeting shall be held at some other place
within or without the State of Indiana and causes the notice thereof to so
state.

     Section 4.  NOTICE OF MEETINGS.  Unless waived, a written, printed, or
typewritten notice of each annual or special meeting stating the date, hour, and
place and the purpose or purposes thereof shall be served upon or mailed to each
shareholder of record (a) as of the day next preceding the date on which notice
is given or (b) if a record date therefor is duly fixed, as of said date.  Such
notice shall be given not more than thirty (30) days, nor less than ten (10)
days before any such meeting.  If mailed, it shall be directed to a shareholder
at his address as the name appears upon the records of the corporation.

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     All notices with respect to any shares of record in the names of two or
more persons may be given to whichever of such persons is named first on the
books of the corporation and notice so given shall be effective as to all the
holders of record of such shares.

     Every person who by operation of law, transfer, or otherwise shall become
entitled to any share or right or interest therein, shall be bound by every
notice in respect of such share which, prior to his name and address being
entered upon the books of the corporation as the registered holder of such
share, shall have been given to the person in whose name such share appeared of
record.

     Section 5.  WAIVER OF NOTICE.  Any shareholder, either before or after any
meeting, may waive any notice required to be given by law or under these
By-Laws; and whenever all of the shareholders entitled to vote shall meet in
person or by proxy and consent to holding a meeting, it shall be valid for all
purposes without call or notice, and at such meeting any action may be taken.

     Section 6.  QUORUM.  At any meeting for the determination of the number of
directors, or the election of directors, or for the consideration and action
upon reports, required to be laid before such meeting, provided that at least
one-third of the voting power of the corporation is present in person or
represented by proxy, then the shareholders present in person or by proxy shall
constitute a quorum. 

     At any meeting called for any other purpose, the holders of shares
entitling them to exercise a majority of the voting power of the corporation,
present in person or represented by proxy, shall constitute a quorum, except
when a greater proportion is required by law, the Articles of Incorporation or
these By-Laws.

     At any meeting at which a quorum is present, all questions and business
which shall come before the meeting shall be determined by the vote of the
holders of a majority of such voting shares as are represented in person or by
proxy, except when a greater proportion is required by law or the Articles of
Incorporation.

     At any meeting, whether a quorum is present or not, the holders of a
majority of the voting shares represented by shareholders present in person or
by proxy may adjourn from time to time and from place to place without notice
other than by announcement at the meeting.  At any such adjourned meeting at
which a quorum is present, any business may be transacted which might be
transacted at the meeting as originally notified or held.

     Section 7.  PROXIES.  Any shareholder of record who is entitled to attend a
shareholders' meeting, or to vote thereat or to assent or give consents in
writing, shall be entitled to be represented at such meetings or to vote thereat
or to assent or give consents in writing, as the case may be, or to exercise any
other of his rights, by proxy or proxies appointed by a writing signed by such
shareholder, which need not be sealed, witnessed or acknowledged.

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     A telegram, cablegram, wireless message or photogram appearing to have been
transmitted by a shareholder, or a photograph, photostatic or equivalent
reproduction of a writing appointing a proxy or proxies shall be a sufficient
writing.

     No appointment of a proxy shall be valid after the expiration of eleven
(11) months after it is made, unless the writing specifies the date on which it
is to expire or the length of time it is to continue in force.

     Unless the writing appointing a proxy or proxies otherwise provides:
     (1)  Each and every proxy shall have the power of substitution, and when
three (3) or more persons are appointed, a majority of them or their respective
substitutes may appoint a substitute or substitutes to act for all;
     (2)  if more than one proxy is appointed, then (a) with respect to voting
or giving consents at a shareholders' meeting, a majority of such proxies as
attend the meeting, or if only one attends then that one may exercise all the
voting and consenting authority thereat; and if an even number attend and a
majority do not agree on any particular issue, each proxy so attending shall be
entitled to exercise such authority with respect to an equal number of shares;
(b) with respect to exercising any other authority, a majority may act for all;
     (3)  A writing appointing a proxy shall not be revoked by the death or
incapacity of the maker unless before the vote is taken or the authority granted
is otherwise exercised, written notice of such death or incapacity is given to
the corporation by the executor or the administrator of the estate of such maker
or by the fiduciary having control of the shares in respect of which the proxy
was appointed;
     (4)  The presence of a shareholder at a meeting shall not operate to revoke
a writing appointing a proxy.  A shareholder, without affecting any vote
previously taken, may revoke such writing not otherwise revoked by giving notice
to the corporation in writing or in open meeting.

     Section 8.  VOTING.  At any meeting of shareholders, each shareholder of
the corporation shall, except as otherwise provided by law or by the Articles of
Incorporation or by these By-Laws be entitled to one vote in person or by proxy
for each share of the corporation registered in his name on the books of the
corporation (1) on the date fixed by the Board of Directors as the record date
of ownership, or (2) if no such record date shall have been fixed, then at the
time of such meeting.

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     Section 9.  FINANCIAL REPORTS. At the annual meeting of shareholders, or
the meeting held in lieu thereof, there shall be laid before the shareholders a
financial statement consisting of:  (1) a balance sheet containing a summary of
the assets, liabilities, stated capital, and surplus (showing separately any
capital surplus arising from unrealized appreciation of assets, other capital
surplus, and earned surplus) of the corporation as of a date not more than four
(4) months before such meeting; if such meeting is an adjourned meeting, said
balance sheet may be as of a date not more than four (4) months before the date
of the meeting as originally convened; and (2) a statement of profit and loss of
surplus, including a summary of profits, dividends paid, and other changes in
the surplus accounts of the corporation for the period commencing with the date
marking the end of the period for which the last preceding statement of profit
and loss under this section was made and ending with the date of said balance
sheet.

     An opinion signed by the Chairman of the Board of Directors, or the
President and the Treasurer or an Assistant Treasurer, or by a public accountant
or firm of public accountants, shall be appended to such financial statement,
stating that the financial statement presents fairly the corporation's financial
position and the results of its operations in conformity with generally accepted
accounting principles applied on a basis consistent with that of the preceding
period, or such other opinion as in accordance with sound accounting practice.

     Section 10.   ACTION WITHOUT MEETING.  Any action which may be authorized
or taken at any meeting of shareholders may be authorized or taken without a
meeting in a writing or writings signed by all of the holders of shares who
would be entitled to notice of a meeting of the shareholders held for such
purpose.  Such writing or writings shall be filed with or entered upon the
records of the corporation.


                                     ARTICLE III

                                      DIRECTORS

     Section 1.  NUMBER OF DIRECTORS.  The number of Directors of the
corporation shall be no less than five (5) and no more than twenty-five (25). 
The number of Directors to be elected shall be fixed at the annual meeting of
shareholders.

     In any year between annual meetings of shareholders, the Board of Directors
may by vote of a majority of the full Board choose to increase the number of the
members of the Board of Directors and appoint Directors to fill the vacancies so
created, but such an increase in members of the Board of Directors shall not
exceed the creation of four (4) seats.

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     Section 2.  ELECTION AND TERM OF DIRECTORS.  All Directors of the
corporation shall be elected as a group at the 1985 Annual Shareholders'
Meeting.  Directors elected at the 1985 Annual Shareholders' Meeting will serve
until the corporation's Annual Shareholders' Meeting in 1986.  At the 1986
Annual Shareholders' Meeting the Directors shall be divided into three classes: 
Class I, Class II, and Class III, Classes I and II being comprised of five (5)
members of the Board of Directors, and Class III being comprised of four (4)
members of the Board of Directors.  The term of office of the initial Class I
Directors shall expire at the annual meeting of shareholders in 1987, the term
of office of the initial Class II Directors shall expire at the annual meeting
of shareholders in 1988, and the term of office of the initial Class III
Directors shall expire at the annual meeting of shareholders in 1989, or
thereafter in each case when their respective successors are elected and have
qualified.  At each annual election held after classification of Directors, the
Directors chosen to succeed those whose terms then expire shall be identified as
being of the same Class as the Directors they succeed and shall be elected for a
term expiring at the third succeeding annual meeting or thereafter when their
respective successors in each case are elected and have qualified.  If the
number of Directors is changed, any increase or decrease in Directors shall be
apportioned among the Classes so as to maintain all Classes as  nearly equal in
number as possible, and any additional Director to any Class shall hold office
for a term which shall coincide with the terms of such Class.  Upon the
effectiveness of this provision, the Board of Directors is authorized to take
such steps as are necessary to implement these provisions.

     Section 3.  VACANCIES.  Vacancies in the Board of Directors, including a
vacancy resulting from an increase in the number of directors, may be filled by
the remaining members of the Board of Directors, whether or not such remaining
directors constitute a quorum of the Board.  A vacancy that will occur at a
specific later date by reason of a resignation effective at a later date may be
filled before the vacancy occurs but the new director may not take office until
the vacancy occurs.

     Section 4.  MEETINGS OF THE BOARD.  A meeting of the Board of Directors
shall be held immediately following the adjournment of each shareholder's
meeting at which Directors are elected, and notice of such meeting need not be
given.

     The Board of Directors may, by By-Laws or resolution, provide for other
meetings of the Board.

     Special meetings of the Board of Directors may be held at any time upon
call of the Chairman of the Board of Directors, the President, or 25% or greater
of the members of the Board of Directors.

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     Notice of any special meeting of the Board of Directors shall be mailed to
each Director, addressed to him at his residence or usual place of business, at
least five (5) days before the date on which the meeting is to be held, or shall
be sent to him at such place by telegraph, cable, radio or wireless, or be given
personally or by telephone, not later than the date before the day on which the
meeting is to be held.  Every such notice shall state the time and place of the
meeting but need not state the purposes thereof.  Notice of any meeting of the
Board need not be given to any director, however, if waived by him in writing or
by telegraph, cable, radio, wireless, or telephonic communication whether before
or after such meeting is held, or if he shall be present at such meeting; and
any meeting of the Board shall be a legal meeting without any notice thereof
having been given, if all the Directors shall be present thereat.

     Meetings of the Board shall be held at the principal office of the
corporation or at such other place, within or without the State of Indiana, as
the Board may determine from time to time and as may be specified in the notice
thereof.  Meetings of the Board of Directors may also be held by the utilization
of simultaneous telephonic communications linking all directors present at such
meetings, and all such business conducted via such telephonic communication
shall be considered legally enforceable by the corporation.

     Section 5.  QUORUM.  A majority of the Board of Directors shall constitute
a quorum for the transaction of business, provided that whenever less than a
quorum is present at the time and place appointed for any meeting of the Board,
a majority of those present may adjourn the meeting from time to time, without
notice other than by announcement at the meeting, until a quorum shall be
present.

     Section 6.  ACTION WITHOUT MEETING.  Any action which may be authorized or
taken at a meeting of the Directors may be authorized or taken without a meeting
in a writing or writings signed by all the Directors, which writing or writings
shall be filed with or entered upon the records of the corporation.

     Section 7.  COMPENSATION.  The Directors, as such, shall not receive any
salary for their services, but by resolution of the Board, a fixed sum and
expenses of attendance, if any, may be allowed for attendance at each regular or
special meeting of the Board; provided that nothing herein contained shall be
construed to preclude any director from serving the corporation in any other
capacity and receiving compensation therefor.  Members of the executive
committee or of any standing or special committee may by resolution of the Board
be allowed such compensation for their services as the Board may deem
reasonable, and additional compensation may be allowed to Directors for special
services rendered.

     Section 8.  RETIREMENT.  Members of the Board of Directors shall be
required to retire from service on the Board of Directors at the end of the
month in which he or she reaches the age of 70 years.

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     Section 9.  NOMINATIONS.  Nominations for the election of Directors may be
made by the Board of Directors or by any shareholder entitled to vote in the
election of Directors.  However, any shareholder entitled to vote in the
election of Directors at a meeting may nominate a Director only if written
notice of such shareholder's intent to make such nomination or nominations has
been given, either by personal delivery or by United States mail, postage
prepaid, to the Secretary of the Corporation not later than (a) with respect to
an election to be held at an Annual Meeting of Shareholders, ninety (90) days in
advance of the date in the current year, corresponding to the date of the
previous year's annual meeting at which Directors were elected, and (b) with
respect to an election to be held at a Special Meeting of Shareholders for the
election of Directors, the close of business on the seventh (7th) day following
the date on which notice of such meeting is first given to shareholders.  Each
such notice shall set forth (a) the name and address of the shareholder who
intends to make the nomination and of the person or persons to be nominated, (b)
a representation that the shareholder is a holder of record of shares of the
Corporation entitled to vote at such meeting and intends to appear in person or
by proxy at the meeting to nominate the person or person specified in the
notice, (c) a description of all arrangements or understandings between the
shareholder and each nominee and any other person or persons (naming such person
or persons) pursuant to which the nomination or nominations are to be made by
the shareholder, (d) such other information regarding each nominee proposed by
such shareholder as would be required to be included in a proxy statement filed
pursuant to the proxy rules of the Securities and Exchange Commission had the
nominee been nominated, or intended to be nominated, by the Board of Directors,
and (e) the consent of each nominee to serve as a Director of the Corporation if
so elected.  The chairman of the meeting may refuse to acknowledge the
nomination of any person not made in compliance with the foregoing procedure.


                                      ARTICLE IV

                                      COMMITTEES

     Section 1.  COMMITTEES.  The Board of Directors may by resolution provide
for such standing or special committees as it deems desirable, and discontinue
the same at pleasure.  Each such committee shall have such powers and perform
such duties, not inconsistent with law, as may be delegated to it by the Board
of Directors.  Vacancies in such committees shall be filled by the Board of
Directors or as it may provide.


     Section 2.  EX-OFFICIO MEMBER.  The Chief Executive Officer of the Company
shall be a member ex-officio, of all Committees appointed by the Board of
Directors, excepting the Audit Committee, Committees that shall consist solely
of outside directors, and such other Committees as the Board of Directors may
designate by resolution from time to time.

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                                      ARTICLE V

                                       OFFICERS

     Section 1.  GENERAL PROVISIONS.  The Board of Directors shall elect a
Chairman of the Board of Directors, a President, such number of Vice Presidents
as the Board may from time to time determine, a Secretary, and a Treasurer.  The
Board of Directors may from time to time create such officers as it may
determine.  The President and the Chairman of the Board shall be, but the other
officers need not be, chosen from among the members of the Board of Directors. 
Any two or more of such offices, other than that of President and Vice
President, Secretary and Assistant Secretary, or Treasurer and Assistant
Treasurer, may be held by the same person, but no officer shall execute,
acknowledge or verify any instrument in more than one capacity.

     Section 2.  TERM OF OFFICE.  The officers of the corporation shall hold
office during the pleasure of the Board of Directors, and unless sooner removed
by the Board of Directors, until the reorganization meeting of the Board of
Directors following the date of their election and until their successors are
chosen and qualified.

     The Board of Directors may remove any officer at any time, with or without
cause, by a majority vote.

     A vacancy in any office, however created, shall be filled by the Board of
Directors.

     Section 3.  COMPULSORY RETIREMENT OF EXECUTIVE OFFICERS.  "Executive
Officer" of the corporation means a person who participates or has authority to
participate (other than in the capacity of a director) in major policymaking
functions of the corporation.  Such Executive Officers shall be designated by
the Board of Directors on a yearly basis.  All such Executive Officers shall
retire no later than the end of the calendar month in which he/she attains
sixty-five (65) years of age; provided however that this mandatory retirement
shall not be required if such compulsory retirement is in violation of any
federal law regarding age discrimination in employment (Title 12, U.S. Code,
Section 621, et. Seq.) or any other law or regulation.  Upon affirmative vote of
at least two-thirds (2/3rds) of the members of the Board of Directors, the
compulsory retirement of an Executive Officer may be waived on a year-to-year
basis. 

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                                      ARTICLE VI

                                  DUTIES OF OFFICERS

     Section 1.  CHAIRMAN OF THE BOARD.  The Chairman of the Board shall preside
at all meetings of the shareholders and Board of Directors.  The Chairman of the
Board shall serve as Chief Executive Officer and shall have such other powers
and duties as may be prescribed by the Board of Directors or prescribed by the
General Corporation Act.

     Section 2.  PRESIDENT.  The President shall be the Chief Administrative
Officer of the corporation, and in the absence of the Chairman of the Board, he
shall preside at meetings of the shareholders and Board of Directors, and shall
carry out the general executive powers conferred upon the Chairman.  He shall
have authority to sign all certificates for shares and all deeds, mortgages,
bonds, contracts, notes and other instruments requiring his signature, and shall
have all the powers and duties prescribed by the General Corporation Act and
such others as the Board of Directors may from time to time assign to him.  

     Section 3.  VICE PRESIDENTS.  The Vice Presidents shall perform such duties
as are conferred upon them by these By-Laws or as may from time to time be
assigned to them by the Board of Directors, the Chairman of the Board or the
President.  At the request of the President, or in his absence or disability,
the Vice President, designated by the President (or in the absence of such
designation, the Vice President designated by the Board), shall perform all the
duties of the President, and when so acting, shall have all the powers of the
President.  The authority of Vice Presidents to sign in the name of the
corporation all certificates for shares and authorized deeds, mortgages, bonds,
contracts, notes and other instruments, shall be coordinate with like authority
of the President.  Any one or more of the Vice Presidents may be designated as
an "Executive Vice President".

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

<PAGE>

     Section 5.  TREASURER.  The Treasurer shall have general supervision of all
finances; he shall receive and have in charge all money, bills, notes, deeds,
leases, mortgages and similar property belonging to the corporation, and shall
do with the same as may from time to time be required by the Board of Directors.
He shall cause to be kept adequate and correct accounts of the business
transactions of the corporation, including accounts of its assets, liabilities,
receipts, disbursements, gains, losses, stated capital, and shares, together
with such other accounts as may be required, and, upon the expiration of his
term of office, shall turn over to his successor or to the Board of Directors
all property, books, papers and money of the corporation in his hands; and he
shall perform such other duties as from time to time may be assigned to him by
the Board of Directors.

     Section 6.  ASSISTANT AND SUBORDINATE OFFICERS.  The Board of Directors may
appoint such assistant and subordinate officers as it may deem desirable.  Each
such officer shall hold office during the pleasure of the Board of Directors,
and perform such duties as the Board of Directors may prescribe.

      The Board of Directors may, from time to time, authorize any officer to
appoint and remove assistant and subordinate officers, to prescribe their
authority and duties, and to fix their compensation.

     Section 7.  DUTIES OF OFFICERS MAY BE DELEGATED.  In the absence of any
officer of the corporation, or for any other reason the Board of Directors may
deem sufficient, the Board of Directors may delegate, for the time being, the
powers or duties, or any of them, of such officer to any other officer, or to
any Director.


                                     ARTICLE VII

                             STOCK AND STOCK CERTIFICATES

     Section 1.  STOCK CERTIFICATES.  Issued shares of the corporation may be
represented by certificates or be uncertificated as determined from time to time
by the Board of Directors.  Certificates for shares shall be in such form as
shall be approved by the Board of Directors.  Such certificates shall be signed
by the Chairman of the Board of Directors or the President or a Vice President
or by the Secretary or an Assistant Secretary or the Treasurer or an Assistant
Treasurer of the corporation, which certificates shall certify the number and
class of shares held by the shareholder in the corporation, but no certificate
for shares  shall be delivered until such shares are fully paid.  When such
certificate is countersigned by an incorporated transfer agent or registrar, the
signature of any of said officers of the corporation may be facsimile, engraved,
stamped or printed.  Although any officer of the corporation whose manual or
facsimile signature is affixed to a share certificate shall cease to be such
officer before the certificate is delivered, such certificate, nevertheless,
shall be effective in all respects when delivered.

<PAGE>

     Such certificate for shares shall be transferable in person or by attorney,
but, except as hereinafter provided in the case of lost, mutilated or destroyed
certificates, no transfer of shares shall be entered upon the records of the
corporation until the previous certificate, if any, given for the same shall
have been surrendered and cancelled.

     Section 2.  REPLACEMENT OF LOST, DESTROYED, AND STOLEN CERTIFICATES.

          (a)  Where the holder of a share certificate claims that the
     certificate has been lost, destroyed or wrongfully taken, the corporation
     shall issue a new certificate in place of the original certificate if the
     owner so requests before the corporation has notice that the share has been
     acquired by a bona fide purchaser; and if the owner files with the
     corporation a sufficient indemnity bond; and if the owner satisfies any
     other reasonable requirements imposed by the Board of Directors.

          (b)  TRANSFER OF CERTIFICATED SHARES BEFORE REPLACEMENT.  When a share
     certificate has been lost, apparently destroyed or wrongfully taken and the
     owner fails to notify the corporation of the fact within a reasonable time
     after he has notice of it, and the corporation registers a transfer of the
     share represented by the security before receiving such a notification, the
     owner is precluded from asserting against the corporation any claim for
     registering the transfer or any claim to a new security.

          (c)  TRANSFER OF CERTIFICATED SHARES AFTER REPLACEMENT.  If, after the
     issue of a new certificate as a replacement for a lost, destroyed or
     wrongfully taken certificate, a bona fide purchaser of the original
     certificate presents it for registration of transfer, the corporation must
     register the transfer unless registration would result in over-issue.  In
     addition to any rights on the indemnity bond, the corporation may recover
     the new share certificate from the person to whom it was issued or any
     person taking under him except a bona fide purchaser. 

     Section 3.  UNCERTIFICATED SHARES.

          (a)  With regard to uncertificated shares, within a reasonable time
     after shares are purchased, a written statement shall be given by the
     corporation stating the name of the person to whom issued, the number of
     shares purchased, and the total number of shares being held uncertificated.

<PAGE>

          (b)  Upon receipt of a transfer instruction originated by the
     registered owner or other appropriate person, the uncertificated stock
     shall be cancelled and an equivalent certificated evidence of ownership of
     such shares of stock shall be issued.  All transfers of uncertificated
     shares of stock on the transfer books of the corporation shall be in
     accordance with the provisions of IC 26-1-8 as it pertains to
     uncertificated securities.

          (c)  The transfer instruction shall be an order to the corporation
     requesting the transfer of the uncertificated shares of stock and must
     include the name and address of the Transferee, the number of shares to be
     transferred and the social security number or federal taxpayer
     identification number of the Transferee.

     Section 4.  REGISTERED STOCKHOLDERS.  A person in whose name shares are of
record on the books of the corporation shall conclusively be deemed the
qualified owner thereof for all purposes and to have capacity to exercise all
rights of ownership.  Neither the corporation nor any transfer agent of the
corporation shall be bound to recognize any equitable interest in or claim to
such shares on the part of any other person, whether disclosed upon such
certificate or otherwise, nor shall they be obliged to see to the execution of
any trust or obligation.


                                     ARTICLE VIII

                                     FISCAL YEAR

     The fiscal year of the corporation shall end on the 31st day of December in
each year, or on such other day as may be fixed from time to time by the Board
of Directors.


                                      ARTICLE IX

                                         SEAL

     The Board of Directors may, in its discretion, provide a suitable seal
containing the name of the corporation.  If deemed advisable by the Board of
Directors, duplicate seals may be provided and kept for the purposes of the
corporation.


                                      ARTICLE X

                                      AMENDMENTS

     These By-Laws may be amended, altered or repealed, at any regular meeting
of the Board of Directors, by a vote of a majority of the full Board of
Directors.