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


<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.....................................11
       Section 6.        Vacancies........................................11
       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........................................12
       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.....................15


<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.

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<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

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<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.

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<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

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<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

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<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

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<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 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

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<PAGE>

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.

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Section 13. Retirement/Resignation of Directors. No person shall be nominated or
elected 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. A director who attains the age of seventy (70) during such
director's term of office shall be eligible to serve only until the annual
meeting of shareholders of the corporation next following such director's
seventieth birthday.

       A director who no longer maintains a principal residence in the market
area of the Corporation shall resign from the board of directors at the regular
meeting of the board of directors next following such director's change in
principal residence. The board of directors may, at its option, accept or reject
such resignation.

       A director whose principal occupation or profession has changed since the
time of such director's most recent election to the board of directors, shall
resign from the board of directors at the regular meeting of the board of
directors next following such director's change in principal occupation or
profession. The board of directors may, at its option, accept or reject such
resignation.

(Section 13 was amended by vote of the Board of Directors on September 21, 1994
and August 10, 1998.)


                                   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

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<PAGE>

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  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 chosen 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,

                                       11
<PAGE>

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 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

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<PAGE>

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.)


                                  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

                                       13
<PAGE>

       (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.

       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

                                       14
<PAGE>

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.

(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, August
21, 1996 and August 10, 1998.


                                                     ANB CORPORATION


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




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