EXHIBIT 3-B

                                     BYLAWS

                                       OF

                                  AMBANC CORP.
                          (As Amended October 20, 1995)


                                    ARTICLE I

                            Meetings of Shareholders

        Section 1.1. Annual Meetings. Annual meetings of the shareholders of the
Corporation  shall be held at such hour and at such place  within or without the
State of Indiana as shall be designated by the Board of Directors.

        Section 1.2. Special  Meetings.  Special meetings of the shareholders of
the  Corporation  may be  called at any time by the  Board of  Directors  or the
President  and  shall be  called  by the  Board of  Directors  if the  Secretary
receives written, dated, and signed demands for a special meeting, describing in
reasonable  detail the purpose or purposes for which it is to be held,  from the
holders of shares  representing  at least 25 percent of all votes entitled to be
cast on any issue proposed to be considered at the proposed special meeting.  If
the Secretary  receives one or more proper written demands for a special meeting
of  shareholders,  the Board of Directors may set a record date for  determining
shareholders  entitled  to make  such  demand.  The  Board of  Directors  or the
President,  as the case may be, calling a special meeting of shareholders  shall
set the date,  time,  and  place of such  meeting,  which may be held  within or
without the State of Indiana.

        Section 1.3. Notices. A written notice, stating the date, time and place
of any  meeting of the  shareholders,  and in the case of a special  meeting the
purpose or purposes  for which such  meeting is called,  shall be  delivered  or
mailed by the Secretary of the Corporation, to each shareholder of record of the
Corporation  entitled  to notice of or to vote at such  meeting no fewer than 10
nor more than 60 days before the date of the meeting,  or as otherwise  provided
by the  Corporation  Law.  In the event of a  special  meeting  of  shareholders
required to be called as the result of a demand  therefor made by  shareholders,
such  notice   shall  be  given  no  later  than  the  sixtieth  day  after  the
Corporation's  receipt of the demand requiring the meeting to be called.  Notice
of shareholders'  meetings, if mailed, shall be mailed, postage prepaid, to each
shareholder  at  his  address  shown  in the  Corporation's  current  record  of
shareholders.

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        A shareholder  or his proxy may at any time waive notice of a meeting if
the waiver is in writing and is delivered to the  Corporation  for  inclusion in
the minutes or filing with the Corporation's records. A shareholder's attendance
at a meeting,  whether in person or by proxy,  (a) waives  objection  to lack of
notice or defective  notice of the meeting,  unless the shareholder or his proxy
at the  beginning of the meeting  objects to holding the meeting or  transacting
business  at the  meeting,  and  (b)  waives  objection  to  consideration  of a
particular  matter at the  meeting  that is not within the  purpose or  purposes
described in the meeting notice,  unless the shareholder or his proxy objects to
considering  the matter when it is presented.  Each  shareholder  who has in the
manner above provided waived notice or objection to notice of the  shareholders'
meeting  shall be  conclusively  presumed  to have been given due notice of such
meeting, including the purpose or purposes thereof.

        If  an  annual  or  special  shareholders'  meeting  is  adjourned  to a
different date, time or place, notice need not be given of the new date, time or
place  if the  new,  date,  time or place is  announced  at the  meeting  before
adjournment,  unless  a new  record  date  is or  must  be  established  for the
adjourned meeting.

        Section 1.4. Voting. Except as otherwise provided by the Corporation Law
or the Corporation's Articles of Incorporation,  each capital share of any class
of the  Corporation  that is outstanding  at the record date and  represented in
person or by proxy at the annual or special  meeting  shall  entitle  the record
holder  thereof,  or his  proxy,  to one  vote on each  matter  voted  on at the
meeting.

        Section 1.5. Quorum. Unless the Corporation's  Articles of Incorporation
or the  Corporation  Law provide  otherwise,  at all meetings of  shareholders a
majority of the votes entitled to be cast on a matter,  represented in person or
by proxy,  constitutes a quorum for action on the matter. Action may be taken at
a  shareholders'  meeting only on matters with respect to which a quorum exists;
provided,  however,  that any  meeting  of  shareholders,  including  annual and
special meetings and any adjournments  thereof, may be adjourned to a later date
although  less than a quorum is  present.  Once a share is  represented  for any
purpose at a meeting, it is deemed present for quorum purposes for the remainder
of the meeting  and for any meeting  held  pursuant  to an  adjournment  of that
meeting unless a new record date is or must be set for that adjourned meeting.

        Section 1.6.  Vote  Required to Take Action.  If a quorum exists as to a
matter to be  considered  at a meeting of  shareholders,  action on such  matter
(other than the election of  Directors)  is approved if the votes  properly cast
favoring the action exceed the votes  properly cast opposing the action,  unless
the  Corporation's  Articles of  Incorporation  or the Corporation Law require a
greater number of affirmative  votes.  Directors shall be elected by a plurality
of the votes properly cast.


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        Section 1.7.  Record Date. Only such persons shall be entitled to notice
of or to vote,  in person or by proxy,  at any  shareholders'  meeting  as shall
appear as shareholders  upon the books of the Corporation as of such record date
as the Board of Directors  shall  determine,  which date may not be earlier than
the date 70 days immediately preceding the meeting unless otherwise permitted by
the Corporation Law. In the absence of such determination, the record date shall
be the fiftieth  day  immediately  preceding  the date of such  meeting.  Unless
otherwise  provided by the Board of Directors,  shareholders shall be determined
as of the close of business on the record date.

        Section 1.8. Proxies. A shareholder may vote his shares either in person
or by proxy. A shareholder  may appoint a proxy to vote or otherwise act for the
shareholder  (including authorizing the proxy to receive, or to waive, notice of
any shareholders' meetings within the effective period of such proxy) by signing
an appointment form, either personally or by the shareholder's attorney-in-fact.
An  appointment  of a proxy is effective when received by the Secretary or other
officer or agent  authorized  to tabulate  votes and is effective  for 11 months
unless a longer  period is  expressly  provided  in the  appointment  form.  The
proxy's  authority may be limited to a particular  meeting or may be general and
authorize the proxy to represent the  shareholder at any meeting of shareholders
held  within  the  time  provided  in  the  appointment  form.  Subject  to  the
Corporation Law and to any express limitation on the proxy's authority appearing
on the face of the  appointment  form, the Corporation is entitled to accept the
proxy's vote or other action as that of the shareholder making the appointment.


                                   ARTICLE II

                                    Directors

        Section 2.1. Number and Term. The business of the  Corporation  shall be
managed by a Board of Directors  consisting  of at least 9 Directors and no more
than 20  Directors.  The exact number of Directors of the  Corporation  shall be
fixed by the Board of Directors  within the range  established  by the preceding
sentence, and may be changed within that range from time to time by the Board of
Directors. Each Director, throughout the duration of such Director's term, shall
own of record and  beneficially  no fewer than five hundred  (500) shares of the
Corporation's  common stock. The Directors shall be divided into three equal (or
as nearly  equal as possible)  classes  with only one class of  Directors  being
elected at any annual meeting. The term of each class of Directors elected shall
be three years.  Despite the expiration of a Director's term, the Director shall
continue to serve until his  successor  is elected and  qualified,  or until the
earlier of his death, resignation,  disqualification, or removal, or until there
is a decrease in the number of Directors.  Directors shall resign from the Board
no later than the 31st of  December  of the year in which  their  70th  birthday
occurs.  Any vacancy in the Board of  Directors,  from whatever  cause  arising,
including  any  increase in the size of the Board of  Directors  as fixed by the
Board of  Directors,  shall be filled by  selection of a successor by a majority
vote of the  remaining  members of the Board of  Directors  (even if less than a
quorum),  the term of which successor shall extend for the unexpired term of the
class  of which he is a  member;  provided,  however,  that if such  vacancy  or
vacancies  leave the Board of  Directors  with no  members  or if the  remaining
members of the Board are unable to agree upon a successor  or  determine  not to
select a successor,  such vacancy may be filled by a vote of the shareholders at
a special  meeting  called  for that  purpose or at the next  annual  meeting of
shareholders.  Vacancies  caused by an increase in the number of Directors shall
be  apportioned  so as to make the  classes  as nearly  equal as  possible.  The
Directors  and each of them  shall  have no  authority  to bind the  Corporation
except when acting as a Board.

<PAGE>

        Section 2.2. Quorum and Vote Required to Take Action. At least one third
of the whole  Board of  Directors  (the  size of which  shall be  determined  in
accordance with the latest action of the Board of Directors fixing the number of
Directors)  shall be necessary to constitute a quorum for the transaction of any
business, except the filling of vacancies. If a quorum is present when a vote is
taken, the affirmative vote of a majority of the Directors  present shall be the
act of the Board of Directors, unless the act of a greater number is required by
the  Corporation  Law, the  Corporation's  Articles of  Incorporation,  or these
Bylaws.

        Section 2.3. Annual and Regular  Meetings.  The Board of Directors shall
meet  annually,  without  notice,  on the same day as the annual  meeting of the
shareholders,  for the purpose of transacting such business as properly may come
before  the  meeting.  Other  regular  meetings  of the Board of  Directors,  in
addition to said annual meeting, shall be held on such dates, at such times, and
at such places as shall be fixed by resolution adopted by the Board of Directors
or otherwise  communicated  to the Directors.  The Board of Directors may at any
time alter the date for the next regular meeting of the Board of Directors.

        Section  2.4.  Special  Meetings.  Special  meetings  of  the  Board  of
Directors  may be called by any member of the Board of  Directors  upon not less
than 24 hours' notice 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 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.

        Section 2.5.  Written  Consents.  Any action required or permitted to be
taken at any meeting of the Board of Directors may be taken without a meeting if
the action is taken by all members of the Board. The action must be evidenced by
one or more  written  consents  describing  the  action  taken,  signed  by each
Director,  and  included  in the  minutes  or filed with the  corporate  records
reflecting  the action  taken.  Action taken under this Section 2.5 is effective
when the last  Director  signs the  consent,  unless  the  consent  specifies  a
different  prior or  subsequent  effective  date,  in which  case the  action is
effective on or as of the  specified  date. A consent  signed under this Section
2.5 has the  effect  of a  meeting  vote  and  may be  described  as such in any
document.

        Section  2.6.  Participation  by  Conference  Telephone.  The  Board  of
Directors may permit any or all Directors to participate in a regular or special
meeting  by,  or  through  the use  of,  any  means  of  communication,  such as
conference  telephone,  by which all Directors  participating may simultaneously
hear each other during the  meeting.  A Director  participating  in a meeting by
such means shall be deemed to be present in person at the meeting.

<PAGE>

        Section 2.7.  Committees.

        (a) The Board of Directors may create one or more committees and appoint
members of the Board of Directors to serve on them,  by  resolution of the Board
of  Directors  adopted by a majority  of all the  Directors  in office  when the
resolution is adopted.  Each committee may have one or more members, and all the
members of a committee shall serve at the pleasure of the Board of Directors.

        (b) To the extent specified by the Board of Directors in the resolutions
creating a committee,  each  committee  may exercise all of the authority of the
Board of Directors; provided, however, that a committee may not:

                (1) authorize dividends or other distributions as defined by the
        Corporation   Law,  except  a  committee  may  authorize  or  approve  a
        reacquisition  of  shares  if done  according  to a  formula  or  method
        prescribed by the Board of Directors;

                (2) approve or propose to  shareholders  action that is required
        to be approved by shareholders;

                (3)  fill vacancies on the Board of Directors or on any of its
        committees;

                (4)  amend the Corporation's Articles of Incorporation;

                (5)  adopt,  amend,  repeal,  or waive  any  provision  of these
        Bylaws; or

                (6) approve a plan of merger not requiring shareholder approval.

        (c) Except to the extent  inconsistent  with the resolutions  creating a
committee,  Sections 2.2 through 2.6 of these  Bylaws,  which  govern  meetings,
action  without  meetings,  notice  and  waiver of  notice,  quorum  and  voting
requirements, and telephone participation in meetings of the Board of Directors,
apply to the committee and its members as well.

<PAGE>

        Section 2.8.  Executive Committee.

        (a) There should be an Executive  Committee  of the  Corporation,  which
shall  consist  of  the  President  of  the  Corporation,   a  maximum  of  five
non-employee  Directors and any other  employee  Director the Board of Directors
shall  elect.  The  President  shall  serve  on  the  Executive  Committee  in a
non-voting capacity. No member of the Executive Committee shall continue to be a
member  thereof  after he ceases to be a  Director  of the  Corporation.  During
intervals  between meetings of the Board of Directors,  the Executive  Committee
shall  exercise all of the authority of the Board of Directors in the management
of the Corporation  except as otherwise  limited by the  Corporation  Law, these
Bylaws, or the Board of Directors.  The Executive  Committee shall cause minutes
of its  proceedings  to be  distributed  to all  Directors to be kept filed with
minutes of the proceedings of the Board of Directors.

        (b) Except to the extent  inconsistent  with resolutions of the Board of
Directors,  Sections 2.2 through 2.6 of these  Bylaws,  which  govern  meetings,
action  without  meetings,  notice  and  waiver of  notice,  quorum  and  voting
requirements, and telephone participation in meetings of the Board of Directors,
apply to the Executive Committee and its members as well.


                                   ARTICLE III

                                    Officers

     Section  3.1.  Designation,  Selection  and  Terms.  The  officers  of  the
Corporation  shall  consist of the  President  and the  Secretary.  The Board of
Directors may also elect Vice Presidents,  Assistant  Secretaries and such other
officers  or  assistant  officers  as it may  from  time  to time  determine  by
resolution  creating the office and defining the duties thereof. In defining the
duties of  officers,  the Board of  Directors  may  designate a chief  executive
officer,  a chief operating  officer,  a chief  administrative  officer, a chief
financial  officer, a chief accounting officer or similar functional titles. The
officers of the Corporation  shall be elected by the Board of Directors and need
not be selected from among the members of the Board of Directors, except for the
President  who  shall be a member  of the  Board of  Directors.  Any two or more
offices may be held by the same person. All officers shall serve at the pleasure
of the Board of Directors.  The election or  appointment  of an officer does not
itself create contract rights.

     Section 3.2. Removal.  The Board of Directors may remove any officer at any
time with or without cause. Vacancies in such offices, however occurring, may be
filled by the Board of Directors at any meeting of the Board of Directors.

     Section 3.3.  President.  The President  shall have and may exercise all of
the powers and duties as are  incident to his office or may from time to time be
delegated to him by the Board of Directors or defined in these Bylaws.

     Section 3.4. Secretary.  The Secretary shall be the custodian of the books,
papers and records of the  Corporation  and of its  corporate  seal, if any, and
shall be  responsible  for seeing  that the  Corporation  maintains  the records
required by the  Corporation  Law (other than  accounting  records) and that the
Corporation files with the Indiana Secretary of State the annual report required
by the Corporation Law. The Secretary shall be responsible for preparing minutes
of the  meetings  of the  shareholders  and of the  Board of  Directors  and for
authenticating records of the Corporation, and he shall perform all of the other
duties usual in the office of the Secretary of a corporation.


                                   ARTICLE IV

                          Indemnification of Officers,
                      Directors and Other Eligible Persons

     Section 4.1.  General.  To the extent not inconsistent with applicable law,
every  Eligible  Person  shall be  indemnified  by the  Corporation  against all
Liability and reasonable  Expense that may be incurred by him in connection with
or resulting from any Claim:

<PAGE>
                (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  4.3(a) or 4.3(b) of this
        Article IV, to have:

                (1)      conducted himself in good faith; and

                (2)      reasonably believed:

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

                         (ii) in all other cases,  that his conduct was at least
                         not opposed to its best interest; and

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

                         (i)  had reasonable cause to believe his conduct was
                         lawful; or

                         (ii) had no reasonable cause to believe his 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  4.1.  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.

<PAGE>

        Section 4.2.  Definitions.

        (a) The term  "Claim"  as used in this  Article IV 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:  (i) by reason of his being or having been an
Eligible  Person,  or (ii) by reason of any action  taken or not taken by him in
his capacity as an Eligible Person, whether or not he 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 IV shall mean
every  person (and the  estate,  heirs,  and  personal  representatives  of such
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,  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  duties  to the  Corporation  also  imposed  duties  on,  or
otherwise  involved  services  by,  him to the  plan  or to  participants  in or
beneficiaries of the plan.

        (c) The terms "Liability" and "Expense" as used in this Article IV 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 IV shall mean
(i) termination of any Claim against the Eligible Person in question without any
finding of  liability  or guilt  against  him,  (ii)  approval by a court,  with
knowledge of the indemnity  herein  provided,  of a settlement of any Claim,  or
(iii) the  expiration of a reasonable  period of time after making or threatened
making of any Claim without the institution of the same,  without any payment or
promise made to induce a settlement.

<PAGE>

        Section 4.3.  Procedure.

        (a) Every Eligible Person claiming indemnification hereunder (other than
one who has been Wholly  Successful with respect to any Claim) shall be entitled
to  indemnification  (i) 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 clause (b) of
Section  4.1,  and (ii) 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 Persons'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 he  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
finding that are within the possession or control of the Corporation.

        (b) If an Eligible Person claiming  indemnification  pursuant to Section
4.3(a) of this Article IV is found not to be entitled  thereto,  or if the Board
of Directors  fails to select a Referee under Section 4.3(a) 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  4.3(a) 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 clause (b) of Section 4.1 of
this Article IV. 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 4.4. Nonexclusive Rights. The right of indemnification  provided
in this  Article IV shall be in  addition  to any  rights to which any  Eligible
Person may otherwise be entitled. Irrespective of the provisions of this Article
IV, the Board of Directors  may, at any time and from time to time,  (a) approve
indemnification  of any  Eligible  Person 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  against  any  Liability
asserted against him and incurred by him in any such capacity, or arising out of
his  status as such,  whether  or not the  Corporation  would  have the power to
indemnify him against such Liability.

<PAGE>

        Section  4.5.  Expenses.  Expenses  incurred by an 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 any  undertaking  by or on behalf of the
recipient  to repay  such  amount  unless he is  determined  to be  entitled  to
indemnification.

        Section 4.6. Contract. The provisions of this Article IV shall be deemed
to be a contract  between  the  Corporation  and each  Eligible  Person,  and an
Eligible  Person's  rights  hereunder  with  respect  to a  Claim  shall  not be
diminished  or  otherwise  adversely  affected  by  any  repeal,  amendment,  or
modification of this Article IV that occurs subsequent to the date of any action
taken or not taken by reason of which such Eligible Person becomes involved in a
Claim.

        Section 4.7.  Effective Date. The provisions of this Article IV 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.


                                    ARTICLE V

                                     Checks

        All checks, drafts, or other orders for payment of money shall be signed
in the  name  of the  Corporation  by such  officers  or  persons  as  shall  be
designated from time to time by resolution adopted by the Board of Directors and
included in the minute book of the Corporation.


                                   ARTICLE VI

                                      Loans

        Such of the officers of the Corporation as shall be designated from time
to time by any resolution  adopted by the Board of Directors and included in the
minute  book of the  Corporation  shall  have the power,  with such  limitations
thereon  as may be  fixed by the  Board of  Directors,  to  borrow  money in the
Corporation's  behalf,  to establish  credit,  to discount bills and papers,  to
pledge  collateral,  and to execute such notices,  bonds,  debentures,  or other
evidences of  indebtedness,  and such  mortgages,  trust  indentures,  and other
instruments in connection  therewith,  as may be authorized from time to time by
such Board of Directors.

<PAGE>
                                   ARTICLE VII

                             Execution of Documents

        The   President  or  any  officer   designated   by  him,  may,  in  the
Corporation's name, sign all deeds, leases,  contracts or similar documents that
may be authorized  by the Board of Directors  unless  otherwise  directed by the
Board of Directors or otherwise provided herein or in the Corporation's Articles
of Incorporation, or as otherwise required by law.


                                  ARTICLE VIII

                                     Shares

        Section 8.1. Execution. Certificates for shares of the Corporation shall
be signed by two officers designated from time to time by the Board of Directors
and the seal of the Corporation (or a facsimile thereof), if any, may be thereto
affixed.  Where any such  certificate  is also  signed by a transfer  agent or a
registrar,  or both,  the signatures of the officers of the  Corporation  may be
facsimiles.   The  Corporation  may  issue  and  deliver  any  such  certificate
notwithstanding  that any such officer who shall have signed, or whose facsimile
signature shall have been imprinted on, such certificate shall have ceased to be
such officer.

        Section 8.2. Contents. Each certificate shall state on its face the name
of the  Corporation  and that it is  organized  under  the laws of the  State of
Indiana,  the name of the person to whom it is issued,  and the number and class
and the designation of the series, if any, of shares the certificate represents,
and,  whenever the  Corporation  is  authorized  to issue more than one class of
shares or different  series within a class,  each  certificate  issued after the
effectiveness  of such  authorization  shall further state  conspicuously on its
front or back  that the  Corporation  will  furnish  the  shareholder,  upon his
written  request and without  charge,  a summary of the  designations,  relative
rights,  preferences and limitations applicable to each class and series and the
authority  of  the  Board  of  Directors  to  determine  variations  in  rights,
preferences and limitations for future series.

        Section  8.3.  Transfers.  Except  as  otherwise  provided  by law or by
resolution  of the Board of  Directors,  transfers of shares of the  Corporation
shall be made only on the books of the  Corporation  by the  holder  thereof  in
person or by duly  authorized  attorney,  on  payment of all taxes  thereon  and
surrender for  cancellation of the  certificate or certificates  for such shares
(except as hereinafter  provided in the case of loss,  destruction or mutilation
of certificates)  properly  endorsed by the holder thereof or accompanied by the
proper evidence of succession, assignment or authority to transfer and delivered
to the Secretary or an Assistant Secretary.

<PAGE>

        Section 8.4.  Share  Transfer  Records.  There shall be entered upon the
share records of the Corporation the number of each certificate issued; the name
and address of the registered holder of such certificate;  the number,  kind and
class or series of shares  represented by such  certificate;  the date of issue;
whether the shares are originally  issued or transferred;  the registered holder
from whom transferred;  and such other information as is commonly required to be
shown by such records. The share records of the Corporation shall be kept at its
principal office, unless the Corporation appoints a transfer agent or registrar,
in which case the Corporation  shall keep at its principal office a complete and
accurate  shareholders'  list giving the name and addresses of all  shareholders
and the  number  and  class of  shares  held by  each.  If a  transfer  agent is
appointed by the  Corporation,  shareholders  shall give  written  notice of any
changes in their addresses from time to time to the transfer agent.

        Section 8.5. Transfer Agents and Registrars.  The Board of Directors may
appoint one or more transfer  agents and one or more  registrars and may require
each share certificate to bear the signature of either or both.

        Section 8.6. Loss, Destruction or Mutilation of Certificates. The holder
of any of the shares of the Corporation shall immediately notify the Corporation
of any loss,  destruction  or mutilation of the  certificate  therefor,  and the
Board of  Directors  may,  in its  discretion,  cause to be  issued to him a new
certificate  or  certificates  of shares  upon the  surrender  of the  mutilated
certificate, or, in the case of loss or destruction,  upon satisfactory proof of
such loss or destruction. The Board of Directors may, in its discretion, require
the holder of the lost or destroyed  certificate or his legal  representative to
give the  Corporation a bond in such sum and in such form,  and with such surety
or sureties as it may direct, to indemnify the Corporation,  its transfer agents
and its registrars,  if any,  against any claim that may be made against them or
any of them  with  respect  to the  shares  represented  by the  certificate  or
certificates alleged to have been lost or destroyed,  but the Board of Directors
may, in its discretion, refuse to issue a new certificate or certificates,  save
upon the order of a court having jurisdiction in such matters.

        Section 8.7.  Form of  Certificates.  The form of the  certificates  for
capital shares of the Corporation  shall conform to the  requirements of Section
8.2 of these  Bylaws and be in such  printed  form as shall from time to time be
approved by resolution of the Board of Directors.

<PAGE>

                                   ARTICLE IX

                                      Seal

        The corporate seal of the Corporation  shall, if the Corporation  elects
to have one, be in the form of a disc,  with the name of the  Corporation on the
periphery thereof and the word "SEAL" in the center.


                                    ARTICLE X

                                  Miscellaneous

        Section 10.1.  Corporation  Law. The term  "Corporation  Law" as used in
these Bylaws means the Indiana Business Corporation Law, as amended from time to
time.  The  provisions  of the  Corporation  Law, as it may from time to time be
amended, applicable to all matters relevant to, but not specifically covered by,
these Bylaws are hereby, by reference,  incorporated in and made a part of these
Bylaws.

     Section 10.2.  Fiscal Year. The fiscal year of the Corporation shall end on
the thirty-first day of December of each year.

     Section 10.3. Control Share Acquisition and Business  Combination  Chapters
Inapplicable. The provisions of IC 23-1-42 and IC 23-1-43 of the Corporation Law
are not applicable to the Corporation.

     Section 10.4.  Definition of Articles of Incorporation.  The term "Articles
of Incorporation" as used in these Bylaws means the Articles of Incorporation of
the Corporation, as amended and restated from time to time.

     Section  10.5.  Amendments.  These  Bylaws  may be  rescinded,  changed  or
amended, and provisions hereof may be waived, at any annual,  regular or special
meeting of the Board of Directors by the  affirmative  vote of a majority of the
number  of  Directors  then in  office,  except  as  otherwise  required  by the
Corporation's Articles of Incorporation or by the Corporation Law.