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                                                                   EXHIBIT 3 (b)


                                     BY-LAWS
                                       OF
                            INTEGRA BANK CORPORATION
                     (As Amended Through February 18, 2004)

                                   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 by the
holders of shares in accordance with the Articles of Incorporation.

     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, 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.

     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.

     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. BUSINESS OF SHAREHOLDER MEETINGS. At an annual meeting of the
shareholders, only such business shall be conducted as shall have been properly
brought before the meeting. To be properly brought before an annual meeting,
business must be (a) specified in the notice of meeting (or any supplement
thereto) given by or at the direction of the Board of Directors, (b) otherwise
properly brought before the meeting by or at the direction of the Board of
Directors, or (c) otherwise properly brought before the meeting by a
shareholder. For business to be properly brought before an annual meeting by a
shareholder, the shareholder must have the legal right and authority to make the
proposal for consideration at the meeting and the shareholder must have given
timely notice thereof in writing to the Secretary of the corporation. To be
timely, a shareholder's notice must be delivered to or mailed and received at
the principal executive offices of the corporation, not less than ninety (90)
days prior to the meeting; provided, however, that in the event that less than
seventy (70) days' notice or prior public disclosure of the date of the meeting
is given or made to shareholders (which notice or public disclosure shall
include the date of the annual meeting specified in these By-Laws, if such
By-Laws have been filed with the Securities and Exchange Commission and if the
annual meeting is held on such date), notice by the shareholder to be timely
must be so received not later than the close of business on the tenth (10th) day
of following the day on which such notice of the date of the annual meeting was
mailed or such public disclosure was made. A shareholder's notice to the
Secretary shall set forth as to each matter the shareholder proposes to bring
before the annual meeting (a) a brief description of the business desired to be
brought before the annual meeting and the reasons for conducting such business
at the annual meeting, (b) the name and record address of the shareholder
proposing such business, (c) the class and number of shares of the corporation's
capital stock which are beneficially owned by the shareholder, and (d) any
material interest of the shareholder in such business. Notwithstanding anything
in these By-Laws to the contrary, no business shall be conducted at an annual
meeting except in accordance with the procedures set forth in this Section 9.
The Chairman of an annual meeting shall, if the facts warrant, determine and
declare to the meeting that business was not properly brought before the meeting
and in accordance with the provisions of this Section 9, and if he should so
determine, he shall so declare to the meeting and any such business not properly
brought before the meeting shall not be transacted. At any special meeting of
the shareholders, only such business shall be conducted as shall have been
specified in the notice of meeting (or any supplement thereto) or otherwise
properly brought before the meeting by or at the direction of the Board of
Directors.

                                  ARTICLE III

                                   DIRECTORS

     Section 1. NUMBER OF DIRECTORS. The business of the corporation shall be
managed by a Board of Directors consisting of twelve (12) Directors, which
number may be increased or reduced by resolution adopted by not less than a
majority of the Directors then in office; provided that the number may not be
increased above fifteen (15) or reduced below five (5) and no reduction in
number shall have the effect of shortening the term of any incumbent Director.
Directors need not be shareholders of the corporation. Except as otherwise
provided by law, in the Articles of Incorporation or by these By-laws, the
Directors of the corporation shall be elected at the annual meeting of
shareholders in each year by a plurality of the votes cast by shareholders
entitled to vote in the election at the meeting, provided a quorum is present.
The


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Board of Directors shall be divided into three classes, as nearly equal in
number as the then total number of Directors constituting the whole Board
permits, with the term of office of one class expiring each year.

     At each annual meeting of shareholders the successors to the class of
Directors whose term shall then expire shall be elected to hold office for a
term expiring at the third succeeding annual meeting and each Director so
elected shall hold office until such Director's successor is elected and
qualified, or until his or her earlier resignation or removal. If the number of
Directors is changed, any increase or decrease in the number of Directors shall
be apportioned among the three classes so as to make all classes as nearly equal
in number as possible. The term of a Director elected or selected to fill a
vacancy shall expire at the end of the term for which such Director's
predecessor was elected, or if the vacancy arises because of an increase in the
size of the Board of Directors, at the end of the term specified at the time of
election or selection.

     Section 2. 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 3. 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. Not less than twenty-four (24) hours'
notice shall be given to each Director of the date, time and place of the
meeting, which notice need not specify the purpose or purposes of the special
meeting. Such notice may be communicated in person (either in writing or
orally), by telephone, telegraph, teletype, or other form of wire or wireless
communication, or by mail, and shall be effective at the earlier of the time of
its receipt or, if mailed, five (5) days after its mailing. Notice of any
meeting of the Board may be waived in writing at any time if the waiver is
signed by the Director entitled to the notice and is filed with the minutes or
corporate records. A Director's attendance at or participation in a meeting
waives any required notice to the Director of the meeting, unless the Director
at the beginning of the meeting (or promptly upon the Director's arrival)
objects to holding the meeting or transacting business at the meeting and does
not thereafter vote for or assent to action taken at the meeting.

     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


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such meetings, and all such business conducted via such telephonic communication
shall be considered legally enforceable by the corporation.

     Section 4. 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 5. 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 6. 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 7. RETIREMENT. Members of the Board of Directors shall be required
to retire from service on the Board of Directors at or before the first annual
meeting of shareholders that occurs after he or she reaches the age of 70 years.

     Section 8. 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


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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. JOINT COMMITTEES. To the extent desirable and except as
prohibited by applicable law, any committee of the Board of Directors, including
the committees described in this Article IV, may be a joint committee of the
Board of Directors of the corporation and the Board of Directors of the
corporation's depository institution subsidiary.

     Section 2. NOMINATING AND GOVERNANCE COMMITTEE. There shall be a Nominating
and Governance Committee composed of not less than three (3) nor more than seven
(7) members of the Board of Directors, each of whom is an independent director
within the meaning of the rules of any applicable securities exchange or market
for the corporation's shares. The Nominating and Governance Committee shall
recommend to the full Board suitable nominees for service on the Board of
Directors, oversee the corporation's corporate governance processes and shall
have such other duties and responsibilities as provided in a written charter
approved by the Board of Directors. The Nominating and Governance Committee
shall keep minutes of its meetings, and such minutes shall be submitted at the
next regular meeting of the Board of Directors at which a quorum is present, and
any action taken by the Board of Directors with respect thereto shall be entered
in the minutes of the Board of Directors.

     Section 3. ALCO AND FINANCE COMMITTEE. There shall be an ALCO and Finance
Committee composed of not less than three (3) nor more than seven (7) members of
the Board of Directors, appointed by the Board of Directors annually or more
often. The ALCO and Finance Committee shall review the performance of the
corporation and approve all policies of the corporation with regard to ALCO,
capital planning, dividend planning, budgeting and forecasting; recommend
amendments to such policies; and shall have such other duties and
responsibilities as provided in a written charter approved by the Board of
Directors. The ALCO and Finance Committee shall keep minutes of its meetings,
and such minutes shall be submitted at the next regular meeting of the Board of
Directors at which a quorum is present, and any action taken by the Board of
Directors with respect thereto shall be entered in the minutes of the Board of
Directors.

     Section 4. CREDIT AND RISK MANAGEMENT COMMITTEE. There shall be a Credit
and Risk Management Committee composed of not less than three (3) nor more than
seven (7) members of the Board of Directors. The members of the Credit and Risk
Management Committee shall be appointed by the Board of Directors annually or
more often. The Credit and Risk Management Committee shall review and approve
all policies of the corporation with regard to loans and risk management, make
amendments to such policies, and shall have such other duties and
responsibilities as provided in a written charter approved by the Board of
Directors. The Credit and Risk Management Committee shall keep minutes of its
meetings, and such minutes shall be


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submitted at the next regular meeting of the Board of Directors at which a
quorum is present, and any action taken by the Board of Directors with respect
thereto shall be entered in the minutes of the Board of Directors.

     Section 5. COMPENSATION COMMITTEE. There shall be a Compensation Committee
composed of not less than three (3) members of the Board of Directors, each of
whom is a non-employee director, appointed by the Board of Directors annually or
more often. The Compensation Committee shall approve compensation payable to the
corporation's executive officers, approve the terms of any compensation-related
agreements between the corporation and any executive officer, and shall have
such other duties and responsibilities as provided in a written charter approved
by the Board of Directors. The Compensation Committee shall keep minutes of its
meetings, and such minutes shall be submitted at the next regular meeting of the
Board of Directors at which a quorum is present, and any action taken by the
Board of Directors with respect thereto shall be entered in the minutes of the
Board of Directors.

     Section 6. AUDIT COMMITTEE. There shall be an Audit Committee composed of
not less than three (3) members of the Board of Directors, each of whom is an
independent director within the meaning of the rules of any applicable
securities exchange or market for the corporation's shares, and an outside
director independent of management within the meaning of FDIC requirements,
appointed by the Board of Directors annually or more often. The Audit Committee
shall monitor the corporation's auditing, accounting and financial reporting
processes, and may also perform all duties required by the FDIC to be performed
by the audit committee of the corporation's subsidiary depository institution
that the Board of Directors determines are appropriate to the size of the
subsidiary and the complexity of its operations so long as such subsidiary meets
the "holding company exception" to the FDIC's audit committee requirements, and
shall have such other duties and responsibilities as provided in a written
charter approved by the Board of Directors. The Audit Committee shall keep
minutes of its meetings, and such minutes shall be submitted at the next regular
meeting of the Board of Directors at which a quorum is present, and any action
taken by the Board of Directors with respect thereto shall be entered in the
minutes of the Board of Directors.

     Section 7. OTHER COMMITTEES. The Board of Directors may appoint, from time
to time, from its own members, litigation and other special committees of one or
more persons, for such purposes and with such powers as the Board of Directors
may determine.

     However, a committee may not:

          (a)     Authorize distribution of assets or dividends;

          (b)     Approve action required to be approved by the corporation's
     shareholders;

          (c)     Fill vacancies on the Board of Directors or any of its
     committees;

          (d)     Amend the Articles of Incorporation;

          (e)     Adopt, amend or repeal these By-Laws;


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          (f)     Approve a plan of merger not requiring shareholder approval;
     or

          (g)     Authorize or approve issuance or sale or contract for sale of
     shares, or determine the designation and relative rights, preferences and
     limitations of a class or series of shares.

     Section 8. COMMITTEE VACANCIES. The Board of Directors shall have the power
to designate another Director to serve on any committee during the absence or
inability to serve of any member of any committee.

                                    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 law.

     Section 2. PRESIDENT. The President if not the Chairman of the Board 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
law and such others as the Board of Directors may from time to time assign to
him.

     Section 3. EXECUTIVE VICE PRESIDENT. Each Executive Vice President 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, an Executive Vice President, designated by the President (or in the
absence of such designation, an Executive 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 any Executive Vice
President 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.

     Section 4. SENIOR VICE PRESIDENT. The Board of Directors may appoint one
(1) or more Senior Vice Presidents. Each Senior Vice President shall have such
powers and duties as may be assigned to them by the Board of Directors not
inconsistent with these Bylaws.

     Section 5. VICE PRESIDENT. The Board of Directors may appoint one (1) or
more Vice Presidents. Each Vice President shall have such powers and duties as
may be assigned to them by the Board of Directors not inconsistent with these
Bylaws.

     Section 6. 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.


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     Section 7. 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 8. 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 9. 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.

     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.


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     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. REGISTERED SHAREHOLDERS. 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.


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<PAGE>

                                   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.

                                   ARTICLE XI

       INDEMNIFICATION OF OFFICERS, DIRECTORS, AND OTHER ELIGIBLE PERSONS

     Section 1. MANDATORY INDEMNIFICATION. The corporation shall indemnify every
Eligible Person against all Liability and Expense that may be incurred by him or
her in connection with or resulting from any Claim to the fullest extent
authorized or permitted by the Indiana Business Corporation Law, as the same
exists or may hereafter be amended (but in the case of any such amendment, only
to the extent that such amendment permits the corporation to provide broader
indemnification rights than such law permitted the corporation to provide prior
to such amendment), or otherwise consistent with the public policy of the State
of Indiana. In furtherance of the foregoing, and not by way of limitation, every
Eligible Person shall be indemnified by the corporation against all Liability
and reasonable Expense that may be incurred by him or her in connection with or
resulting from any Claim, (a) if such Eligible Person is Wholly Successful with
respect to the Claim, or (b) if not Wholly Successful, then if such Eligible
Person is determined, as provided in either Section 3 or 4, to have acted in
good faith, in what he or she reasonably believed to be the best interests of
the corporation or at least not opposed to its best interests and, in addition,
with respect to any criminal claim is determined to have had reasonable cause to
believe that his or her conduct was lawful or had no reasonable cause to believe
that his or her conduct was unlawful. The termination of any Claim, by judgment,
order, 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 an Eligible Person did not meet the standards of conduct set
forth in clause (b) of this Section 1. The actions of an Eligible Person with
respect to an employee benefit plan subject to the Employee Retirement Income
Security Act of 1974 shall be deemed to have been taken in what the Eligible
Person reasonably believed to be the best interests of the corporation or at
least not opposed to its best interests if the Eligible Person reasonably
believed he was acting in conformity with the requirements of such Act or he
reasonably believed his actions to be in the interests of the participants in or
beneficiaries of the plan.


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<PAGE>

     Section 2. DEFINITIONS.

          (a)     The term "Claim" as used in this Article XI shall include
     every pending, threatened, or completed claim, action, suit, or proceeding
     and all appeals thereof (whether brought by or in the right of this
     corporation or any other corporation or otherwise), civil, criminal,
     administrative, or investigative, formal or informal, in which an Eligible
     Person may become involved, as a party or otherwise:

                  (1) by reason of his or her being or having been an Eligible
          Person, or

                  (2) by reason of any action taken or not taken by him or her
          in his or her capacity as an Eligible Person, whether or not he or she
          continued in such capacity at the time such Liability or Expense shall
          have been incurred.

          (b)     The term "Eligible Person" as used in this Article XI shall
     mean every person (and the estate, heirs, and personal representatives of
     such person) who is or was a Director, officer or employee of the
     corporation or is or was serving at the request of the corporation as a
     Director, officer, employee, partner, trustee, member, manager, agent, or
     fiduciary of another foreign or domestic corporation, partnership, joint
     venture, trust, employee benefit plan, or other organization or entity,
     whether for profit or not. An Eligible Person shall also be considered to
     have been serving an employee benefit plan at the request of the
     corporation if his or her duties to the corporation also imposed duties on,
     or otherwise involved services by, him or her to the plan or to
     participants in or beneficiaries of the plan.

          (c)     The terms "Liability" and "Expense" as used in this Article XI
     shall include, but shall not be limited to, counsel fees and disbursements
     and amounts of judgments, fines, or penalties against (including excise
     taxes assessed with respect to an employee benefit plan), and amounts paid
     in settlement by or on behalf of an Eligible Person.

          (d)     The term "Wholly Successful" as used in this Article XI shall
     mean (1) termination of any Claim, whether on the merits or otherwise,
     against the Eligible Person in question without any finding of liability or
     guilt against him or her, (2) approval by a court, with knowledge of  the
     indemnity herein provided, of a settlement of any Claim, or (3) the
     expiration of a reasonable period of time after the making or threatened
     making of any Claim without the institution of the same, without any
     payment or promise made to induce a settlement.

          (e)     As used in this Article XI, the term the "corporation"
     includes all constituent entities in a consolidation or merger and the new
     or surviving corporation of such consolidation or merger, so that any
     Eligible Person who is or was a Director, officer, employee or agent of
     such a constituent entity, or is or


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<PAGE>

     was serving at the request of such constituent entity as a Director,
     officer, employee, partner, trustee, member, manager, agent, or fiduciary
     of any other corporation, partnership, joint venture, trust, employee
     benefit plan, limited liability company or other organization or entity,
     whether for profit or not, shall stand in the same position under this
     Article XI with respect to the new or surviving corporation as he or she
     would if he or she had served the new or surviving corporation in the same
     capacity.

     Section 3. PROCEDURE FOR CLAIMING INDEMNIFICATION. Every Eligible Person
claiming indemnification hereunder (other than one who has been Wholly
Successful with respect to any Claim) shall be entitled to indemnification (a)
if special independent legal counsel, which may be regular counsel of the
corporation, or other disinterested person or persons, in either case selected
by the Board of Directors, whether or not a disinterested quorum exists (such
counsel or person or persons being hereinafter called the "Referee"), shall
deliver to the corporation a written finding that such Eligible Person has met
the standards of conduct set forth in Section 1, and (b) if the Board of
Directors, acting upon such written finding, so determines. The Board of
Directors shall, if an Eligible Person is found to be entitled to
indemnification pursuant to the preceding sentence, also determine the
reasonableness of the Eligible Person's Expenses. The Eligible Person claiming
indemnification shall, if requested, appear before the Referee, answer questions
that the Referee deems relevant and shall be given ample opportunity to present
to the Referee evidence upon which the Eligible Person relies for
indemnification. The corporation shall, at the request of the Referee, make
available facts, opinions, or other evidence in any way relevant to the
Referee's findings that are within the possession or control of the corporation.

     Section 4. ALTERNATIVE PROCEDURES. If an Eligible Person claiming
indemnification pursuant to Section 3 is found not to be entitled thereto, or if
the Board of Directors fails to select a Referee under Section 3 within a
reasonable amount of time following a written request of an Eligible Person for
the selection of a Referee, or if the Referee or the Board of Directors fails to
make a determination under Section 3 within a reasonable amount of time
following the selection of a Referee, the Eligible Person may apply for
indemnification with respect to a Claim to a court of competent jurisdiction,
including a court in which the Claim is pending against the Eligible Person. On
receipt of an application, the court, after giving notice to the corporation and
giving the corporation ample opportunity to present to the court any information
or evidence relating to the claim for indemnification that the corporation deems
appropriate, may order indemnification if it determines that the Eligible Person
is entitled to indemnification with respect to the Claim because such Eligible
Person met the standards of conduct set forth in Section (1)(b). If the court
determines that the Eligible Person is entitled to indemnification, the court
shall also determine the reasonableness of the Eligible Person's Expenses.

     Section 5. ADVANCEMENT. Expenses incurred by an Eligible Person who is a
Director or officer of the corporation in defending any Claim shall be paid by
the corporation in advance of the final disposition of such Claim promptly as
they are incurred upon receipt of an undertaking by or on behalf of such
Eligible Person to repay such amount if he or she is determined not to be
entitled to indemnification. Expenses incurred by any other Eligible Person with
respect to any Claim may be advanced by the corporation (by action of the Board
of Directors, whether or not a disinterested quorum exists) prior to the final
disposition thereof upon receipt of an undertaking


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<PAGE>

by or on behalf of the Eligible Person to repay such amount if he or she is
determined not to be entitled to indemnification.

     Section 6. ADDITIONAL RIGHTS. The rights of indemnification and advancement
of Expenses provided in this Article XI shall be in addition to any rights to
which any Eligible Person may otherwise be entitled. Irrespective of the
provisions of this Article XI, the Board of Directors may, at any time and from
time to time, (a) approve indemnification of any Eligible Person or any other
agent of the corporation to the full extent permitted by the provisions of
applicable law at the time in effect, whether on account of past or future
transactions, and (b) authorize the corporation to purchase and maintain
insurance on behalf of any Eligible Person or other persons against any
Liability or Expense asserted against him or her and incurred by him or her in
any such capacity, or arising out of his or her status as such, whether or not
the corporation would have the power to indemnify him or her against such
Liability or Expense.

     Section 7. CONTRACT RIGHT. The provisions of this Article XI shall be
deemed to be a contract between the corporation and each Eligible Person, and an
Eligible Person's rights hereunder shall not be diminished or otherwise
adversely affected by any repeal, amendment, or modification of this Article XI
that occurs subsequent to such person becoming an Eligible Person.

     Section 8. APPLICATION. The provisions of this Article XI shall be
applicable to Claims made or commenced after the adoption hereof, whether
arising from acts or omissions to act occurring before or after the adoption
hereof.

     Section 9. ENFORCEMENT. If this Article XI or any portion hereof shall be
invalidated on any ground by any court of competent jurisdiction, then the
corporation shall nevertheless indemnify each Director or officer and may
indemnify each employee or agent of the corporation as to costs, charges and
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement with respect to any action, suit or proceeding, whether civil,
criminal, administrative or investigative, including an action by or in the
right of the corporation, to the fullest extent permitted by any applicable
portion of this Article XI that shall not have been invalidated and to the
fullest extent permitted by applicable law.


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