Exhibit 4.2

                                 AMENDED BY-LAWS
                                       OF
                            FIDELITY FEDERAL BANCORP


                                    ARTICLE I

     Section 1. Name. The name of the corporation is Fidelity Federal Bancorp
("Corporation").

     Section 2. Registered Office and Registered Agent. The street address of
the Registered Office of the Corporation is One Indiana Square, Suite 2800,
Indianapolis, Indiana 46204, and the name of its Registered Agent at that office
is John W. Tanselle.

     Section 3. Seal. Unless otherwise required by law, the Corporation shall
not be required to use a seal. If the Board of Directors of the Corporation
determines that the Corporation shall use a seal, the seal 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 "Fidelity Federal
Bancorp" and about the lower periphery thereof the word "Indiana". In the center
of the seal shall appear the word "Seal".


                                   ARTICLE II

     The fiscal year of the Corporation shall begin each year on the first day
of January and end on the last day of December.


                                   ARTICLE III

                                  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 set forth in the Corporation's Articles of Incorporation from time
to time. Subject to the provisions in the Articles of Incorporation regarding
cumulative voting for directors, the capital stock shall have unlimited voting
rights and shall be entitled to receive the net assets of the Corporation upon
dissolution.

     Consideration for Shares. The shares of stock of the Corporation shall be
issued or sold in such manner and for such amount of consideration, received or
to be received, as may be fixed

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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. Payment for Shares. The consideration determined by the Board of
Directors to be required for the issuance of shares of capital stock of the
Corporation may consist of any tangible or intangible property or benefit to the
Corporation, including cash, promissory notes, services performed, contracts for
services to be performed, or other securities of the Corporation.

     If the Board of Directors authorizes the issuance of shares for promissory
notes or for promises to render services in the future, the Corporation shall
report in writing to the shareholders the number of shares authorized to be so
issued with or before the notice of the next shareholders' meeting.

     The Corporation may place in escrow shares issued for a contract for future
services or benefits or a promissory note, or make other arrangements to
restrict the transfer of the shares, and may credit distributions in respect of
the shares against their purchase price, until the services are performed, the
note is paid, or the benefits received. If the services are not performed, the
note is not paid, or the benefits are not received, the shares escrowed or
restricted and the distributions credited may be cancelled in whole or in part.

     When payment of the consideration for which a share was authorized to be
issued shall have been received by the Corporation, 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.

     Section 4. 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, stating the name of the registered holder, the number of shares
represented by such certificate, and that such shares are fully paid and
nonassessable, provided, that if such shares are not fully paid, the
certificates shall be legibly stamped to indicate the percent which has been
paid, and as further payments are made, the certificate shall be stamped
accordingly.

     If the Corporation is authorized to issue shares of more than one class,
every certificate shall state the kind and class of shares represented thereby,
and the relative rights, interests, preferences and restrictions of such class,
or a summary thereof; provided, that such statement may be omitted from the
certificate if it shall be conspicuously set forth upon the face or back of the
certificate that such statement, in full, will be furnished by the Corporation
to any shareholder upon written request and without charge.

     Section 5. 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

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officers of the Corporation may be facsimiles. If a certificate is countersigned
by the written signature of a registrar other than the Corporation or its
employee, the signatures of the transfer agent 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 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. 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.

         The Corporation may impose restrictions on the transfer or registration
of transfer of capital stock of the Corporation by means of these By-laws, the
Articles of Incorporation, or by an agreement with shareholders. Shareholders
may agree between themselves to impose a restriction on the transfer or
registration of transfer of shares. A restriction which is authorized by the
Indiana Business Corporation Law and which has its existence noted conspicuously
on the front or back of the Corporation's stock certificate is valid and
enforceable against the holder or a transferee of the holder of the
Corporation's stock certificate. If noted on the certificate the restriction is
enforceable against a person without knowledge of the restriction.

         Section 7. Cancellation. Every certificate surrendered to the
Corporation for exchange or transfer shall be cancelled, and no new certificate
or certificates shall be issued in exchange for any existing certificate until
such existing certificate shall have been so cancelled, except in cases provided
for in Section 9 of this Article III.

         Section 8. 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 shares to bear
the signature of such transfer agent and registrar. Shareholders shall be
responsible for notifying the 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 9. Lost, Stolen or Destroyed Certificates. The Corporation may
cause a new certificate or certificates to be issued in place of any certificate
or certificates theretofore 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

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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 10. 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.


                                   ARTICLE IV

                            Meetings of Shareholders

         Section 1. Place of Meeting; Conference Telephone Meetings. 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. A shareholder may participate in a shareholders' meeting by means of a
conference telephone or similar communications equipment by which all persons
participating in the meeting can communicate with each other, and participating
by these means constitutes presence in person at the meeting.

         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 such day and at such time
within six (6) months following the close of the Corporation's fiscal year as
the Board of Directors may set by resolution. Failure to hold the annual meeting
within such time period shall not work any forfeiture or a dissolution of the
Corporation, and shall not affect otherwise valid corporate acts.

         Section 3. Special Meetings. Special meetings of the shareholders, for
any purpose or purposes, unless otherwise prescribed by statute or by the
Articles of Incorporation, may be called by the Board of Directors or the
President and shall be called by the President or Secretary at the request in
writing of a majority of the Board of Directors, or at the request of
shareholders holding of record not less than one-fourth of all the shares
outstanding and entitled by the Articles of Incorporation to vote on the
business for which the meeting is being called. Such request by the shareholders
shall be in writing, signed by all of such shareholders (or their duly
authorized proxies), dated and delivered to the Corporation's secretary.


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         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 Business Corporation Law, or of
the Articles of Incorporation, as now or hereafter amended, or these By-Laws,
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 record entitled by the Articles of Incorporation, as now or
hereafter amended, and by the Indiana Business Corporation Law to vote at such
meeting, at such address as appears upon the records of the Corporation, at
least ten (10) days and no more than sixty (60) 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 such
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
the 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 adjournment is taken, except as may be expressly required by law.

         Section 5. Addresses of Shareholders. The address of any shareholder
appearing on the records of the Corporation or appearing on the records
maintained by the Transfer Agent if the Corporation has appointed a Transfer
Agent shall be deemed to be the latest address of such shareholder 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 stockholders
for the transaction of business, except where otherwise provided by law, the
Articles of Incorporation or these By-Laws. 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 stockholders 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. At any meeting of the
shareholders, every shareholder having the right to vote shall be entitled to
vote in person, or by

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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.

         (c) Required Vote. When a quorum is present at any meeting, action on a
matter (other than the election of directors) is approved if the votes cast
favoring the action exceed the votes cast opposing the action unless the Indiana
Business Corporation Law or the Articles of Incorporation require a greater
number of affirmative votes. Unless otherwise provided in the Articles of
Incorporation, directors are elected by a plurality of the votes cast by the
shares entitled to vote in the election at a meeting at which a quorum is
present.

         (d) Validity of a Vote, Consent, Waiver or Proxy Appointment. If the
name on a vote, consent, waiver, or proxy appointment corresponds to the name of
a shareholder, the Corporation if acting in good faith may accept the vote,
consent, waiver, or proxy appointment and give it effect as the act of the
shareholder. The Corporation may reject a vote, consent, waiver, or proxy
appointment if the authorized tabulation officer, acting in good faith, has a
reasonable basis for doubt about the validity of the signature, or the
signatory's authority. If so accepted or rejected, the Corporation and its
officer are not liable in damages to the shareholder for any consequences of the
rejection. Any of the Corporation's actions based on an acceptance or rejection
of a vote, consent, waiver or proxy appointment under this Section is valid
unless a court of competent jurisdiction determines otherwise.

         Section 7. Voting List. The transfer agent (or, if the Corporation has
no transfer agent, the Secretary) of the Corporation shall make before each
meeting of shareholders, a complete list of the shareholders entitled by the
Articles of Incorporation, as now or hereafter amended, to vote at such meeting,
arranged in alphabetical order, with the address and number of shares so
entitled to vote held by each shareholder. Such list shall be produced and kept
open at the time and place of the meeting of shareholders and subject to the
inspection of any shareholder during the holding of such meeting.

         Section 8. Fixing of Record Date to Determine Shareholders Entitled to
Vote. The Board of Directors may prescribe a period not exceeding seventy (70)
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 seventy (70) days prior
to the holding of any meeting of shareholders as 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 and time shall be the
close of business on the tenth (10th) day prior to the date of such meeting. Any
determination of shareholders entitled to notice of or to vote at a shareholders
meeting is effective for any adjournment of the meeting unless the Board of
Directors fixes a new record date, which is only required if the meeting is
adjourned to a date more than one hundred twenty (120) days after the date fixed
for the original meeting.

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         Section 9. Shareholder Nominations for Election of Directors or
Proposals For New Business. Any shareholder desiring to make a nomination for
the election of directors at the annual meeting of the shareholders must submit
written notice thereof to the Secretary of the Corporation not less than sixty
(60) days prior to the date of such meeting; provided, however, that in the
event that less than seventy (70) days notice or prior public disclosure of the
date of such meeting is given or made to shareholders, notice by the shareholder
to the Corporation, to be timely, must be so received not later than the close
of business on the 10th day following the day on which notice by the Corporation
of the date of such meeting was mailed to shareholders or such public disclosure
was made.

         Section 10. Consent Action by Shareholders. Any action required or
permitted to be taken at a shareholders' meeting may be taken without a meeting,
if one (1) or more written consents describing the action taken are signed by
all the shareholders entitled to vote on the action, and delivered to the
Corporation for inclusion in the minutes or filing with the corporate records.
Action taken under this section is effective when the last shareholder entitled
to vote on the action signs the consent, unless the consent specifies a
different, prior or subsequent effective date.


                                    ARTICLE V

                               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, 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 holders
of the shares of stock entitled by the Articles of Incorporation to elect
directors shall be nine (9) unless changed by amendment of this section.

         All directors elected by the holders of such shares, except in the case
of earlier resignation, removal or death, shall hold office until their
respective successors are chosen and qualified. Directors need not be
shareholders of the Corporation.

         Section 2. Vacancies. Any vacancy occurring on the Board of Directors
caused by resignation, death or other incapacity shall be filled by a majority
vote of the remaining members of the Board of Directors, until the annual
meeting of the shareholders at which the term of the class of the director whose
vacancy the new director is filling expires. If the vote of the remaining
members of the Board shall result in a tie, such vacancy, at the discretion of
the Board of Directors, may be filled by vote of the shareholders at a special
meeting called for that

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purpose. No decrease in the number of directors shall have the effect of
shortening the term of any incumbent director.

         Any vacancy on the Board of Directors caused by an increase in the
number of directors shall be filled by a majority vote of the members of the
Board of Directors, and such new director's term may expire at the annual
meeting of any of the three classes of directors as may be determined by the
directors who elect such new director, the intent being to elect as nearly as
possible one-third (1/3) of the members of the Board of Directors each year.

         Section 3. Annual Meeting of Directors. The Board of Directors shall
meet each year immediately after the annual meeting of the shareholders, at the
place where such meeting of the shareholders has been held either within or
without the State of Indiana, 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 4. Regular Meetings. Regular meetings of the Board of
Directors, if any, 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 Meetings. Special meetings of the Board of Directors
may be called by the President or by not less than a majority of the members 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 sent by mail, telegraph, cable,
telecopy or over-night courier 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 such special meeting shall constitute a waiver of
notice.

         Section 6. Conference Telephone Meetings. 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 persons participating
in the meeting can communicate with each other, and participation by these means
constitutes presence in person at the meeting.

         Section 7. 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 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 Business Corporation Law, by the Articles of
Incorporation, or by these By-Laws. A director, who is present at a meeting of
the Board of Directors or a committee of the Board of Directors, at which action
on any corporate matter is

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taken, shall be conclusively presumed to have assented to the action taken,
unless (a) he objects at the beginning of the meeting (or promptly upon his
arrival) to holding the meeting or transacting business at the meeting, (b) his
dissent or abstention from the action taken is entered in the minutes of the
meeting, or (c) he delivers written notice of his dissent or abstention to the
presiding officer of the meeting before its adjournment or to the Secretary of
the Corporation immediately after adjournment of the meeting. The right of
dissent or abstention is not available to a director who votes in favor of the
action taken.

         Section 8. 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 one (1) or more written
consents describing the action taken are 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, or
filed with the corporate records reflecting the action taken. Action taken under
this section is effective when the last director signs the consent, unless the
consent specifies a different, prior or subsequent effective date.

         Section 9. Removal of Directors. Unless otherwise provided in Articles
of Incorporation, any or all members of the Board of Directors may be removed,
with or without cause, only by the affirmative vote of a majority of the total
number of shares entitled to vote for the election of directors at a meeting
called for that purpose.

         Section 10. Resignations. Any director may resign at any time by giving
written notice to the Board of Directors, 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 11. Distributions. The Board of Directors shall have power,
subject to any restrictions and limitations contained in the Indiana Business
Corporation Law or in the Articles of Incorporation, to declare and pay
distributions upon the outstanding capital stock of the Corporation to its
shareholders as and when they deem expedient.

         Section 12. Fixing of Record Date to Determine Shareholders Entitled to
Receive Corporate Benefits. The Board of Directors may fix a record date,
declaration date and payment date with respect to any share dividend or
distribution to the Corporation's shareholders. If no record date is fixed for
the determination of shareholders entitled to receive payment of a distribution,
the end of the day on which the resolution of the Board of Directors declaring
such dividend is adopted shall be the record date for such determination.

         Section 13. Interest of Directors in Contracts. Any contract or other
transaction between the Corporation and any corporation in which this
Corporation owns a majority of the capital stock or between the Corporation and
any corporation which owns a majority of the capital stock of the Corporation
shall be valid and binding, notwithstanding that the directors or

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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 with the Corporation in which a
director of the Corporation has a direct or indirect interest is not voidable by
the Corporation solely because of the director's interest in the transaction, if
any one (1) of the following is true:

         (a) The material facts of the transaction and the director's interest
were disclosed or known to the Board of Directors or a committee of the Board of
Directors and the Board of Directors or committee authorized, approved, or
ratified the transaction; or

         (b) The material facts of the transaction and the director's interest
were disclosed or known to the shareholders entitled to vote and they
authorized, approved, or ratified the transaction; or

         (c)      The transaction was fair to the Corporation.

         A transaction is authorized, approved, or ratified if it receives the
affirmative vote of a majority of the directors on the Board of Directors or on
the committee who have no direct or indirect interest in the transaction, but it
cannot be authorized, approved or ratified by a single director. If a majority
of the directors who have no direct or indirect interest in the transaction vote
to authorize, approve or ratify the transaction, a quorum is present for the
purposes of this Section. The presence of, or a vote cast by, a director with a
direct or indirect interest in the transaction does not affect the validity of
any transaction if it is otherwise authorized, approved, or ratified as provided
in this Section.

         Shares owned by or voted under the control of a director who has a
direct or indirect interest in the transaction, and shares owned by or voted
under the control of an entity in which the director has a direct or indirect
interest, may be counted in a vote of shareholders to determine whether to
authorize, approve, or ratify a conflict of interest transaction under
Subsection (b).

         For purposes of this Section, a director of the Corporation has an
indirect interest in a transaction if:

               (i) Another entity in which the director has a material financial
          interest or in which the director is a general partner is a party to
          the transaction; or

               (ii) Another entity of which the director is a director, officer
          or trustee is a party to the transaction and the transaction is, or is
          required to be, considered by the Board of Directors of the
          Corporation.


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         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 14. 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 By-Laws, may exercise all of
the authority of the Board of Directors of the Corporation. The executive
committee shall act as the nominating committee for selecting the nominees for
election as directors of the Corporation. However, no such committee has the
authority to (a) authorize distributions (except a committee may authorize or
approve a reacquisition of shares if done according to a formula or method, or
within a range, prescribed by the Board of Directors), (b) approve or propose to
shareholders action that the Indiana Business Corporation Law requires to be
approved by shareholders, (c) fill vacancies on the Board of Directors or any of
its committees, (d) amend the Articles of Incorporation, (e) adopt, amend or
repeal the By-laws, (f) approve a plan of merger not requiring shareholder
approval, or (g) authorize or approve the issuance or sale or a contract for
sale of shares, or determine the designation and relative rights, preferences,
and limitations of a class or series of shares, except the Board of Directors
may authorize a committee to take the action described in this subsection within
limits prescribed by the Board of Directors. No member of any such committee
shall continue to be a member thereof after he ceases to be a director of the
Corporation.


                                   ARTICLE VI

                                    Officers

         Section 1. Principal Officers. The principal officers of the
Corporation shall be a Chairman of the Board, a Vice Chairman, a President, a
Treasurer, a Secretary, and such Vice Presidents as may be determined from time
to time by the Board of Directors. 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 By-Laws. The same
individual may hold more than one office at any time, and a single individual
may hold all of the offices at any time.

         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.

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         Section 4. Subordinate Officers. In addition to the principal officers
enumerated in Section 1 of this Article VI, 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 such subordinate
officers, agents or employees.

         Section 5. Resignations. Any officer may resign at any time by giving
written notice to the Board of Directors, 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
By-Laws 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 shall perform
such other duties and have such other powers as, from time to time, may be
assigned to him by the Board of Directors.

         Section 8. Vice Chairman. The Vice Chairman, who shall be chosen from
among the directors, shall, in the absence of the Chairman of the Board preside
at all meetings of shareholders and at all meetings of the Board of Directors.
He shall perform such other duties and have such other powers as, from time to
time, may be assigned to him by the Board of Directors.

         Section 9. President. The President shall be the chief executive
officer of the Corporation and as such shall have general supervision of the
affairs of the Corporation, subject to the control of the Board of Directors. He
shall be an ex officio member of all standing committees. 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, he shall perform all duties and have all the powers
incident to the office of President, as herein defined, and all such other
duties and powers as, from time to time, may be assigned to him by the Board of
Directors. In performing all the duties incident to the office of President, the
President shall report directly to the executive committee and chairman of the
executive committee.

         Section 10. Vice Presidents. The Executive Vice Presidents, if one or
more has been appointed, and then the Vice Presidents in the order of their
seniority, unless otherwise determined by the Board of Directors, shall, in the
absence or disability of the President and

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Executive Vice President, perform the duties and exercise the powers of the
President. They shall perform such other duties and have such other powers as
the President or the Board of Directors may from time to time assign.

         Section 11. 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. He shall upon
request exhibit at all reasonable times his 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 to him by the President or the Board of
Directors. The Treasurer shall give such bond, if any, for the faithful
discharge of his duties as the Board of Directors may require.

         Section 12. 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 By-Laws
and by the Indiana Business Corporation Law; 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 By-Laws; 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 to him by the President or
the Board of Directors.

         Section 13. 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 14. Voting Corporation's Securities. Unless otherwise ordered
by the Board of Directors, 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 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.


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                                   ARTICLE VII

                                   Amendments

         The power to make, alter, amend, or repeal these By-Laws 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 any alteration, amendment or repeal of these By-Laws.




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