CODE OF BY-LAWS
                                       OF
                               VECTREN CORPORATION

                                    ARTICLE 1
                                 Identification

         Section 1.1. Name. The name of the  Corporation is Vectren  Corporation
(the "Corporation").

         Section 1.2.  Fiscal  Year.  The fiscal year of the  Corporation  shall
begin at the  beginning  of the first day of January in each year and end at the
close of the last day of December next succeeding.

                                    ARTICLE 2
                                     Shares

         Section  2.1.  Certificates  for  Shares.  Pursuant  to Ind.  Code  ss.
23-1-26-7,  the board of directors  (the  "Board") is authorized to issue shares
without certificates. If the Board issues share certificates,  such certificates
shall be in such  form as the  Board  may  prescribe  from  time to time  signed
(either  manually  or in  facsimile)  by  the  Chief  Executive  Officer  of the
Corporation  and  either  the  Secretary  or  an  Assistant   Secretary  of  the
Corporation.

         Section 2.2. Transfer of Shares. The shares of the Corporation shall be
transferable on the books of the Corporation.  If certificates  are issued,  the
transfer  of the  shares  shall  occur  upon  surrender  of the  certificate  or
certificates  representing the same,  properly endorsed by the registered holder
or by his duly  authorized  attorney,  such  endorsement or  endorsements  to be
witnessed by one witness.  The  requirement for such witnessing may be waived in
writing upon the form of endorsement by the President of the Corporation.

         Section 2.3. Record Ownership of Shares or Rights. The Corporation,  to
the extent permitted by law, shall be entitled to treat the person in whose name
any share or right of the  Corporation (a "Right") is registered on the books of
the Corporation as the owner thereof,  for all purposes,  and shall not be bound
to  recognize  any  equitable  or other claim to, or interest  in, such share or
Right on the part of any other person, whether or not the Corporation shall have
notice thereof.

                                    ARTICLE 3
                            Meetings of Shareholders

         Section 3.1.  Place of Meetings.  All meetings of  shareholders  of the
Corporation shall be held at such place, within or without the State of Indiana,
as may be specified in the respective notices or waivers of notice thereof.

         Section 3.2.  Annual  Meeting.  An annual  meeting of the  shareholders
shall be held at such hour and on such date as the Board may select in each year
for the purpose of electing directors for the terms hereinafter provided and for
the  transaction of such other business as may properly come before the meeting.
The Board may  postpone  an annual  meeting  for which  notice has been given in
accordance  with  Section  3.4 of this  Article  3.  Failure  to hold the annual
meeting shall not work any  forfeiture or a dissolution  of the  Corporation  or
affect the validity of any corporate action.

         Section 3.3. Special Meetings. Special meetings of the shareholders may
be called by the Chief Executive  Officer or the Board. Only business within the
purpose or  purposes  described  in the  meeting  notice may be  conducted  at a
special shareholders meeting. The Board may postpone a special meeting for which
notice has been given in accordance with Section 3.4 of this Article 3.

         Section 3.4. Notice and Waiver.  A written or printed  notice,  stating
the place, day and hour of the annual meeting,  and  additionally,  in case of a
special  meeting the purpose or purposes for which the meeting is called,  shall
be  delivered or mailed by the  Secretary or by the officers or persons  calling
the meeting,  to each  shareholder  of the  Corporation  at the time entitled to
vote, at such address as appears upon the records of the  Corporation,  no fewer
than ten nor more than sixty days before the date of the meeting.  Notice of any
such  meeting may be waived in writing by any  shareholder,  before or after the
date  and  time  stated  in  the  notice,  if the  waiver  is  delivered  to the
Corporation for inclusion in the minutes for filing with the corporate  records.
Attendance  at a meeting,  in person or by proxy,  waives  objection  to lack of
notice  or  defective  notice  of the  meeting  unless  the  shareholder  at the
beginning  of the  meeting  objects to holding the  meeting or  transacting  the
business at the meeting. Further, a shareholder's attendance at a meeting 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 objects to considering the matter when it is presented.

         Section  3.5.  Notice of  Shareholder  Business.  At any meeting of the
shareholders,  only such  business may be conducted as shall have been  properly
brought before the meeting,  and as shall have been  determined to be lawful and
appropriate for  consideration  by  shareholders at the meeting.  To be properly
brought before an annual  meeting,  business must be (a) specified in the notice
of meeting given in accordance with Section 3.4 of this Article 3, (b) otherwise
properly  brought  before the meeting by or at the direction of the Board or the
Chief Executive Officer, or (c) otherwise properly brought before the meeting by
a shareholder. For business to be properly brought before an annual meeting by a
shareholder pursuant to clause (c) above, the shareholder must have given timely
notice thereof in writing to the secretary of the  Corporation.  To be timely, a
shareholder's  notice  must  be  delivered  to or  mailed  and  received  at the
principal office of the Corporation, not less than ninety days nor more than one
hundred  twenty days prior to the first  anniversary  date of the annual meeting
for the preceding year; provided,  however, if and only if the annual meeting is
not scheduled to be held within a period that commences  thirty days before such
anniversary  date and ends  thirty days after such  anniversary  date (an annual
meeting date outside  such period being  referred to herein as an "Other  Annual
Meeting Date"),  such  shareholder  notice shall be given in the manner provided
herein by the close of  business  on the later of (i) the date ninety days prior
to such Other Annual  Meeting Date or (ii) the tenth day following the date such
Other  Annual  Meeting  Date  is  first  publicly  announced  or  disclosed.   A
shareholder's  notice to the  secretary  shall set forth as to each  matter  the
shareholder  proposes to bring before the meeting (a) a brief description of the
business  desired to be brought  before the meeting,  including  the text of any
proposal  to be  presented,  (b) the name and  address,  as they  appear  on the
corporation's stock records, of the shareholder proposing such business, (c) the
class and number of shares of the corporation  which are  beneficially  owned by
the shareholder,  and (d) any interest of the shareholder in such business. Only
such business shall be brought before a special meeting of shareholders as shall
have been  specified in the notice of meeting given in  accordance  with Section
3.4 of this Article 3. In no event shall the adjournment of an annual meeting or
special  meeting,  or any  announcement  thereof,  commence a new period for the
giving  of  a   shareholder's   notice  as   provided  in  this   Section   3.5.
Notwithstanding  anything in these By-Laws to the contrary, no business shall be
conducted at a meeting  except in accordance  with the  procedures  set forth in
this  Section  3.5.  The person  presiding  at the meeting  shall,  if the facts
warrant,  determine  and declare to the meeting  that  business was not properly
brought before the meeting in accordance with the By-Laws,  or that business was
not lawful or appropriate for consideration by shareholders at the meeting,  and
if he should so  determine,  he shall so  declare  to the  meeting  and any such
business shall not be transacted.

         Section 3.6. Notice of Shareholder Nominees. Nominations of persons for
election to the Board of the  corporation  may be made at any annual  meeting of
shareholders  by or at the direction of the Board or by any  shareholder  of the
corporation entitled to vote for the election of directors at the meeting.  Such
shareholder nominations shall be made pursuant to timely notice given in writing
to the  secretary  of the  corporation  in  accordance  with Section 3.5 of this
Article  3. Such  shareholder's  notice  shall set  forth,  in  addition  to the
information  required  by Section  3.5 as to each  person  whom the  shareholder
proposes to nominate for election or  re-election  as a director,  (i) the name,
age, business address and residence  address of such person,  (ii) the principal
occupation or employment of such person, (iii) the class and number of shares of
the  corporation  which are  beneficially  owned by such person,  (iv) any other
information  relating  to  such  person  that is  required  to be  disclosed  in
solicitation of proxies for election of directors,  or is otherwise required, in
each case pursuant to Regulation 14A under the Securities  Exchange Act of 1934,
as amended  (including without limitation such person's written consent to being
named in the proxy  statement  as a nominee  and to  serving  as a  director  if
elected),  and (v) the  qualifications  of the nominee to serve as a director of
the  corporation.  In the  event the Board or Chief  Executive  Officer  calls a
special  meeting  of  shareholders  for  the  purpose  of  electing  one or more
directors to the Board, any shareholder may nominate a person or persons (as the
case may be) for  election to such  position(s)  as  specified  in the notice of
meeting, if the shareholder's notice of such nomination contains the information
specified in this  Section 3.6 and shall be  delivered  to the  secretary of the
Corporation  not later than the close of business on the tenth day following the
day on  which  the date of the  special  meeting  and  either  the  names of the
nominees  proposed  by the Board to be elected at such  meeting or the number of
directors to be elected are publicly  announced or disclosed.  In no event shall
the  adjournment of an annual meeting or special  meeting,  or any  announcement
thereof,  commence  a new period  for the  giving of a  shareholder's  notice as
provided in this  Section  3.6. No  shareholder  nomination  shall be  effective
unless made in accordance with the procedures set forth in this Section 3.6. The
person  presiding at the meeting  shall,  if the facts  warrant,  determine  and
declare to the meeting that a shareholder  nomination was not made in accordance
with the  By-Laws,  and if he should so  determine,  he shall so  declare to the
meeting and the defective nomination shall be disregarded.

         Section 3.7.      Voting at Meetings.

                  (a) Voting Rights.  Except as otherwise  provided by law or by
the  provisions  of the  Articles of  Incorporation,  every holder of the Common
Stock  of  the  Corporation  shall  have  the  right  at  all  meetings  of  the
shareholders  of the Corporation to one vote for each share of stock standing in
his name on the books of the Corporation.

                  (b) Proxies.  A shareholder  may vote,  either in person or by
proxy executed as provided by the Indiana  Business  Corporation Law (the "Act")
by the  shareholder  or a duly  authorized  attorney-in-fact.  No proxy shall be
valid after  eleven (11)  months,  unless a shorter or longer time is  expressly
provided in the appointment form.

                  (c)  Quorum.  Unless  otherwise  provided  by the  Articles of
Incorporation  or these By-Laws,  at any meeting of shareholders the majority of
the outstanding  shares entitled to vote at such meeting,  represented in person
or by proxy,  shall constitute a quorum.  If less than a majority of such shares
are  represented at a meeting,  the person  presiding at the meeting may adjourn
the meeting from time to time. At any meeting at which a quorum is present,  the
person  presiding at the meeting may adjourn the meeting from time to time.  The
shareholders  present at a duly  organized  meeting  may  continue  to  transact
business   until   adjournment,   notwithstanding   the   withdrawal  of  enough
shareholders to leave less than a quorum.

         Section  3.8.  Action  By  Shareholders  Without  Meeting.  Any  action
required  or  permitted  to be taken at any meeting of the  shareholders  may be
taken without a meeting if the action is taken by all  shareholders  entitled to
vote on the action and is evidenced by one or more written  consents  describing
the action taken, signed by all shareholders  entitled to vote on the action and
delivered to the  Corporation  for  inclusion in the minutes for filing with the
Corporation's records.

         Section 3.9.  Participation in Meetings by Means of Conference or Other
Similar Communications  Equipment.  Any shareholder may participate in an annual
or special meeting of the  shareholders  by, or through the use of, any means of
communication by which all shareholders  participating may  simultaneously  hear
each other during the meeting. A shareholder  participating in such a meeting by
this means is deemed to be present in person at the meeting.

                                    ARTICLE 4
                               Board of Directors

         Section 4.1. Number and Election.  The Board shall consist of a minimum
of one (1) and a maximum of sixteen (16) members. The actual number of directors
shall be fixed  from  time to time by  amendment  to the  By-Laws  adopted  by a
majority vote of the directors then in office.

         The Board shall consist of sixteen (16)  members,  who shall be divided
into three (3)  classes as provided  below and shall serve until the  respective
shareholder's  meetings at which such  classes of directors  are  elected.  Each
director  shall  hold  office  until his  successor  is elected  and  qualified.
Directors need not be shareholders.

         The Board may elect or appoint,  from among its members,  a Chairman of
the Board  (the  "Chairman"),  who need not be an  officer  or  employee  of the
Corporation.  The Chairman shall preside at all  shareholder  meetings and Board
meetings  and shall have such other  powers and perform such other duties as are
incident to such position and as may be assigned by the Board.

         The Board  shall be  divided  into  three (3)  classes,  each  class to
consist,  as nearly as may be, of  one-third  of the  number of  directors  then
constituting  the  whole  Board,  with  one  class  to be  elected  annually  by
shareholders  for a term of three years,  to hold office until their  respective
successors are elected and qualified; except that:

                  (a) the terms of  directors  in the first group will expire at
         the first annual meeting of  shareholders'  after their  election,  the
         terms of the second group will expire at the second  annual  meeting of
         shareholders  after their election and the terms of the third class, if
         any,  will expire at the third  annual  meeting of  shareholders  after
         their election;

                  (b) the term of office of a director  who is elected by either
         the  directors  or  shareholders  to fill a vacancy in the Board  shall
         expire  at the end of the term of office  of the  succeeded  director's
         class  or at the end of the  term of  office  of such  other  class  as
         determined  by the Board to be  necessary  or desirable to equalize the
         number of directors among the classes;

                  (c) the  Board  may adopt a policy  limiting  the time  beyond
         which  certain  directors  are not to continue to serve,  the effect of
         which may be to produce  classes of  unequal  size or to cause  certain
         directors  either to be nominated  for election for a term of less than
         three years or to cease to be a director before  expiration of the term
         of the director's class.

         In case of any  increase  in the number of  directors,  the  additional
directors shall be distributed among the several classes to make the size of the
classes as equal as possible.  A decrease in the number of  directors  shall not
shorten an incumbent director's term.

         Section 4.2. Annual Meeting. The Board shall meet each year immediately
after  the  annual  meeting  of the  shareholders  at the place  established  by
resolution of the Board, for the purpose of organization,  election of officers,
and  consideration of any other business that may be brought before the meeting.
If the Board does not  establish  a place for such  meeting by  resolution,  the
meeting will be held at the place where the  shareholders  meeting was held.  No
notice  shall be  necessary  for the  holding of this  annual  meeting.  If such
meeting is not held as above  provided,  the  election of officers may be had at
any subsequent meeting of the Board  specifically  called in the manner provided
in Section 4.3 of this Article.

         Section 4.3. Other Meetings.  Regular meetings of the Board may be held
as provided for in a Board  resolution,  without notice of the date, time, place
or purpose of the  meeting.  Special  meetings of the Board may be held upon the
call of the Chief Executive Officer, or of any member of the Board, at any place
within  or  without  the  State of  Indiana,  upon  forty-eight  hours'  notice,
specifying the time,  place and general  purposes of the meeting,  given to each
director,  either personally,  by mailing,  or by facsimile.  Such notice may be
waived in  writing  by any  director,  before  or after  the date  stated in the
notice, if the waiver is signed by the director and filed with the Corporation's
minutes or records. In addition, a director's  attendance at or participation in
a meeting  waives any required  notice of the meeting unless the director at the
beginning of the meeting (or promptly  upon his 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  4.4.  Quorum.  At any meeting of the Board,  the presence of a
majority  of the  members  of the  Board  shall  constitute  a  quorum  for  the
transaction of any business except the filling of vacancies in the Board. In the
filling of vacancies, if the directors remaining in office constitute fewer than
a quorum of the  Board,  they may fill a vacancy  by the  affirmative  vote of a
majority of all directors remaining in office.

         Section 4.5. Action By Directors  Without Meeting.  Any action required
or permitted to be taken at any meeting of the Board, or any committee  thereof,
may be taken  without a meeting  if the  action is taken by all  members  of the
Board and is  evidenced by one or more written  consents  describing  the action
taken, signed by each director, and is included in the minutes or filed with the
corporate records reflecting the action taken.

         Section 4.6.  Compensation  of  Directors.  The Board is empowered  and
authorized to fix and determine the  compensation of directors for attendance at
meetings of the Board, and additional  compensation for any additional  services
that the directors may perform for the Corporation.

         Section 4.7.  Participation in Meetings by Means of Conference or Other
Similar  Communications  Equipment.  A member  of the  Board  or of a  committee
designated by the Board may  participate in a regular or special  meeting by, or
conduct the meeting through the use of, any means of  communication by which all
directors participating may simultaneously hear each other during the meeting. A
director  participating  in such a meeting by this means is deemed to be present
in person at the meeting.

         Section  4.8.  Executive  Committee.  The Board  shall,  by  resolution
adopted by a majority of the full Board, designate an Executive Committee having
as its standing  members the Chairman of the Board and Chief  Executive  Officer
and the President and Chief Operating  Officer.  The remaining  positions on the
Executive  Committee  shall be filled by other Board members on a rotating basis
with membership equally divided, as nearly as practicable, between Board members
who are former board members of Indiana Energy,  Inc., or their successors,  and
Board  members  who  are  former  board  members  of  SIGCORP,  Inc.,  or  their
successors.  Meetings of the  Executive  Committee  shall be held on call of the
Chairman of the Board and Chief  Executive  Officer and are  intended to be held
when it is necessary or  desirable to have Board  involvement  in actions of the
Corporation, but it is impracticable to convene a meeting of the full Board. The
Executive  Committee shall have all of the authority of the Board allowed by the
Act.

         Section 4.9. Audit, Compensation and Other Committees of the Board. The
Board shall, by resolution adopted by a majority of the full Board, designate an
Audit Committee and a Compensation  Committee  comprising,  in each case, two or
more  Directors,  which shall have such  authority  and exercise  such duties as
shall be  provided by  resolution  of the Board.  The Board may,  by  resolution
adopted by a majority of the full Board, also designate other regular or special
committees  of the Board  ("Committees"),  in each case  comprising  two or more
Directors, with such powers and duties as shall be provided by resolution of the
Board.

         Section  4.10.  Resignations.  A  director  may  resign  at any time by
delivering  notice  to  the  Board  or  the  Secretary  of  the  Corporation.  A
resignation  is  effective  when the  notice  is  delivered  unless  the  notice
specifies a later  effective date. If a resignation is made effective at a later
date and the Corporation  accepts the future  effective date, the Board may fill
the pending  vacancy  before the effective  date if the Board  provides that the
successor does not take office until the effective date.

         Section 4.11. Retirement Policy. Unless otherwise waived or directed by
the Board, each director shall retire at the end of the month during which he or
she reaches the age of seventy (70) years.

                                    ARTICLE 5
                                    Officers

         Section 5.1. Number. The officers of the Corporation shall consist of a
Chairman and Chief Executive  Officer,  Chief  Operating  Officer and President,
Chief Financial Officer,  Secretary, and such other officers as may be chosen by
the Board at such time and in such  manner  and for such  terms as the Board may
prescribe.  The  Chairman  and Chief  Executive  Officer may appoint one or more
officers as he may deem necessary or advisable to carry on the operations of the
Corporation. The Board may appoint one or more assistant officers as it may deem
necessary or  advisable  to carry on the  operations  of the  Corporation.  Such
appointed  officer(s) or assistant  officer(s)  shall hold office until the next
annual  meeting of the Board unless  removed by resolution of the Board prior to
such meeting date. Any two or more offices may be held by the same person.

         Section 5.2. Election and Term of Office.  The officers shall be chosen
annually by the Board.  Each officer  shall hold office  until his  successor is
chosen,  or until his death,  or until he shall have resigned or shall have been
removed in the manner hereinafter provided.

         Section  5.3.  Removal.  Any  officer  may be  removed,  either with or
without cause, at any time, by a majority vote of the Board.

         Section  5.4.  Resignations.  An  officer  may  resign  at any  time by
delivering  notice  to  the  Board  or  the  Secretary  of  the  Corporation.  A
resignation  is  effective  when the  notice  is  delivered  unless  the  notice
specifies a later  effective date. If a resignation is made effective at a later
date and the Corporation  accepts the future  effective date, the Board may fill
the pending  vacancy  before the effective  date if the Board  provides that the
successor does not take office until the effective date.

         Section 5.5.  Chairman and Chief  Executive  Officer.  The Chairman and
Chief  Executive  Officer  shall be,  subject to the  control  of the Board,  in
general charge of the affairs of the  Corporation  and perform such other duties
as the Code of By-Laws or the Board may prescribe.  He shall also preside at all
meetings of shareholders  and directors,  discharge all the duties which devolve
upon a presiding  officer,  and shall  perform  such other duties as the Code of
By-Laws or Board may prescribe.

         Section 5.6. Chief Operating Officer and President. The Chief Operating
Officer and President  shall be, subject to the control of the Board,  in charge
of the daily affairs of the Corporation and shall have such powers and duties as
may be  determined  by the  Board.  If no  Chairman  of the Board is  elected or
appointed,  the  Chief  Operating  Officer  shall  preside  at all  meetings  of
shareholders,  discharge all the duties which devolve upon a presiding  officer,
and  shall  perform  such  other  duties  as the Code of  By-Laws  or Board  may
prescribe.

         Section 5.7. Chief Financial Officer. The Chief Financial Officer shall
be the financial  officer of the Corporation;  shall have charge and custody of,
and be responsible for, all funds of the Corporation, and deposit all such funds
in the  name  of the  Corporation  in  such  banks,  trust  companies  or  other
depositories as shall be selected by the Board; shall receive, and give receipts
for, monies due and payable to the Corporation from any source whatsoever;  and,
in general, shall perform all the duties incident to the office of Treasurer and
such other duties as this Code of By-Laws provides or as may, from time to time,
be assigned by the Board.

         Section 5.8. The  Vice-Presidents.  Each Vice-President (if one or more
Vice-Presidents be elected or appointed) shall have such powers and perform such
duties as this Code of By-Laws  provides or as the Chairman and Chief  Executive
Officer, from time to time, prescribe or delegate to him or her.

         Section 5.9. The Secretary.  The Secretary shall prepare or cause to be
prepared the minutes of the meetings of the shareholders and of the Board; shall
see that all notices are duly given in  accordance  with the  provisions  of the
Code of By-Laws and as required by law; shall be custodian and  responsible  for
the  authentication  of the records;  and, in general,  shall perform all duties
incident  to the  office  of  Secretary  and such  other  duties as this Code of
By-Laws provides or as may, from time to time, be assigned by the Board.

         Section 5.10.  Delegation  of Authority.  In case of the absence of any
officer  of the  Corporation,  or for any other  reason  that the Board may deem
sufficient,  the Board may  delegate the powers or duties of such officer to any
other  officer,  for the time  being,  provided a majority  of the entire  Board
concurs therein.

         Section 5.11.  Salaries.  The salaries of the officers  shall be fixed,
from time to time, by the Board.  No officer shall be prevented  from  receiving
such salary by reason of the fact he is also a director of the Corporation.

                                    ARTICLE 6
               Negotiable Instruments, Deeds, Contracts and Shares

         Section 6.1. Execution of Negotiable  Instruments.  All checks, drafts,
notes,  bonds,  bills of  exchange  and orders  for the  payment of money of the
Corporation  shall,  unless otherwise directed by the Board, or unless otherwise
required by law, be signed by the Treasurer and one other officer, or such other
officers or employees as may be directed by the Chief Executive Officer.

         Section  6.2.  Execution  of  Deeds,  Contracts,  Etc.  All  deeds  and
mortgages  made by the  Corporation  and other  material  written  contracts and
agreements  into which the  Corporation  enters other than  transactions  in the
ordinary course of business  shall,  unless  otherwise  directed by the Board or
required  by law,  be  executed  in its name by any  authorized  officer  of the
Corporation,  signing  singly,  and, when  necessary or required,  shall be duly
attested  by  the  Secretary  or  Assistant  Secretary.  Written  contracts  and
agreements in the ordinary course of business  operations may be executed by any
officer or employee of the Corporation designated by the Chief Financial Officer
to execute such contracts and agreements.

         Section 6.3.  Endorsement of Stock Certificates.  Subject always to the
further orders and directions of the Board,  any share or shares of stock issued
by any other corporation and owned by the Corporation  (including retired shares
of stock of the Corporation) may, for sale or transfer,  be endorsed in the name
of the  Corporation  by the  Chief  Operating  Officer  and  President  and  the
Secretary.

         Section 6.4.  Voting of Stock Owned by  Corporation.  Subject always to
the further  orders and  directions  of the Board,  any share or shares of stock
issued by any other  corporation  and owned or controlled by the Corporation may
be voted at any  shareholder's  meeting of such other  corporation  by the Chief
Operating Officer of the Corporation or, in his absence, by the Secretary of the
Corporation.  Whenever,  in the judgment of the Chief Operating  Officer,  it is
desirable for the Corporation to execute a proxy or give a shareholder's consent
in respect to any share or shares of stock issued by any other  corporation  and
owned by the Corporation, such proxy or consent shall be executed in the name of
the Corporation and shall be attested by the Secretary of the  Corporation.  Any
person or persons  designated in the manner above stated as the proxy or proxies
of the Corporation  shall have the full right,  power, and authority to vote the
share or  shares  of stock  issued by such  other  corporation  and owned by the
Corporation the same as such share or shares might be voted by the Corporation.

                                    ARTICLE 7
                      Provisions for Regulation of Business
                      and Conduct of Affairs of Corporation

         Section 7.1.  Contracts.  Any contract or other transaction between the
Corporation and one or more of its directors, 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  shareholders,  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 the Corporation  which acts upon, or in
reference to, such contract or  transaction,  and  notwithstanding  his or their
participation in such action, if the fact of such interest shall be disclosed or
known to the Board and the Board shall,  nevertheless,  authorize,  approve, and
ratify such contract or  transaction by a vote of a majority of the directors on
the Board who have no direct or indirect interest in the contract or transaction
or, if all directors have such an interest,  then by a vote of a majority of the
directors. If a majority of such directors vote to authorize,  approve or ratify
such contract or  transaction,  a quorum is deemed to be present for purposes of
taking such action.  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 7.2.      Indemnification.

                  (a) Definitions.  Terms defined in Chapter 37 of the Act (IND.
         CODEss.ss.23-1-37, et seq.) which are used in this Article 7 shall have
         the same  definitions  for  purposes of this  Article 7 as they have in
         such chapter of the Act.

                  (b) Indemnification of Directors and Officers. The Corporation
         shall  indemnify any  individual who is or was a director or officer of
         the Corporation, or is or was serving at the request of the Corporation
         as a  director,  officer,  partner or  trustee  of  another  foreign or
         domestic  corporation,  partnership,  joint  venture,  trust,  employee
         benefit  plan or other  enterprise  whether or not for profit,  against
         liability and expenses,  including  attorneys fees,  incurred by him in
         any   action,   suit,   or   proceeding,   whether   civil,   criminal,
         administrative,  or investigative,  and whether formal or informal,  in
         which he is made or threatened to be made a party by reason of being or
         having been in any such capacity, or arising out of his status as such,
         except (i) in the case of any action, suit, or proceeding terminated by
         judgment,  order, or conviction,  in relation to matters as to which he
         is  adjudged  to have  breached  or failed to perform the duties of his
         office  and the  breach  or  failure  to  perform  constituted  willful
         misconduct  or  recklessness;  and  (ii)  in any  other  situation,  in
         relation  to  matters  as to  which  it is  found  by a  majority  of a
         committee  composed  of all  directors  not  involved  in the matter in
         controversy  (whether  or not a quorum)  that the  person  breached  or
         failed to perform the duties of his office and the breach or failure to
         perform constituted willful misconduct or recklessness. The Corporation
         may pay for or reimburse  reasonable expenses incurred by a director or
         officer in defending any action,  suit, or proceeding in advance of the
         final disposition  thereof upon receipt of (i) a written affirmation of
         the  director's  or officer's  good faith belief that such  director or
         officer has met the standard of conduct  prescribed by Indiana law; and
         (ii) an undertaking of the director or officer to repay the amount paid
         by the Corporation if it is ultimately  determined that the director or
         officer is not entitled to indemnification by the Corporation.

                  (c)  Other  Employees  or  Agents  of  the  Corporation.   The
         Corporation  may, in the  discretion  of the Board,  fully or partially
         provide the same rights of indemnification  and reimbursement as herein
         above  provided for directors and officers of the  Corporation to other
         individuals  who are or were employees or agents of the  Corporation or
         who are or were serving at the request of the  Corporation as employees
         or agents of another  foreign  or  domestic  corporation,  partnership,
         joint venture, trust, employee benefit plan or other enterprise whether
         or not for profit.

                  (d) Non-exclusive  Provision.  The indemnification  authorized
         under this Section 7.2 is in addition to all rights to  indemnification
         granted by Chapter 37 of the Act (IND. CODEss.ss.23-1-37,  et seq.) and
         in no way limits the indemnification provisions of such Chapter.

                                    ARTICLE 8
                                   Amendments

         Section  8.1. In General.  The powers to make,  alter,  amend or repeal
this Code of Bylaws is vested  exclusively in the Board, but an affirmative vote
of a  majority  of the  number of  directors  in office at the time of such vote
shall be necessary to effect any alteration, amendment or repeal of this Code of
Bylaws.