**Exhibit
      3**












**Code****of By-Laws**


**of**


**Lincoln
      Bancorp**




(As
      amended through October 18, 2005)









Article
      I.  Offices




Section
      1. **Principal
      Office** .
      The
      principal office (the “ **Principal
      Office** ”)
      of
      Lincoln Bancorp (the “ **Corporation** ”)
      shall
      be at 1121 East Main Street, Plainfield, Indiana 46168-0510, or such other
      place
      as shall be determined by resolution of the Board of Directors of the
      Corporation (the “ **Board** ”).




Section
      2. **Other
      Offices** .
      The
      Corporation may have such other offices at such other places within or without
      the State of Indiana as the Board may from time to time designate, or as the
      business of the Corporation may require.




Article
      II.  Seal




Section
      1. **Corporate
      Seal** .
      The
      corporate seal of the Corporation (the “ **Seal** ”)
      shall
      be circular in form and shall have inscribed thereon the words “Lincoln Bancorp”
      and “ Indiana .”
      In the
      center of the seal shall appear the word “Seal.” Use of the Seal or an
      impression thereof shall not be required, and shall not affect the validity
      of
      any instrument whatsoever.




Article
      III.  Shareholder
      Meetings




Section
      1. **Place
      of Meeting** .
      Every
      meeting of the shareholders of the Corporation (the “ **Shareholders** ”)
      shall
      be held at the Principal Office, unless a different place is specified in the
      notice or waiver of notice of such meeting or by resolution of the Board or
      the
      Shareholders, in which event such meeting may be held at the place so specified,
      either within or without the State of Indiana.




Section
      2. **Annual
      Meeting** .
      The
      annual meeting of the Shareholders (the “ **Annual
      Meeting** ”)
      shall
      be held each year at 1:30 P.M. on the third (3 rd )
      Tuesday
      in April (or, if such day is a legal holiday, on the next succeeding day not
      a
      legal holiday), for the purpose of electing directors of the Corporation
      (“ **Directors** ”)
      and
      for the transaction of such other business as may legally come before the Annual
      Meeting. If for any reason the Annual Meeting shall not be held at the date
      and
      time herein provided, the same may be held at any time thereafter, or the
      business to be transacted at such Annual Meeting may be transacted at any
      special meeting of the Shareholders (a “ **Special
      Meeting** ”)
      called
      for that purpose.




Section
      3. **Notice
      of Annual Meeting** .
      Written
      or printed notice of the Annual Meeting, stating the date, time and place
      thereof, shall be delivered or mailed by the Secretary or an Assistant Secretary
      to each Shareholder of record entitled to notice of such Meeting, at such
      address as appears on the records of the Corporation, at least ten and not
      more
      than sixty (60) days before the date of such Meeting.







Section
      4. **Special
      Meetings** .
      Special
      Meetings, for any purpose or purposes (unless otherwise prescribed by law),
      may
      be called by only the Chairman of the Board of Directors (the “ **Chairman** ”),
      if
      any, or by the Board, pursuant to a resolution adopted by a majority of the
      total number of Directors of the Corporation, to vote on the business proposed
      to be transacted thereat. All requests for Special Meetings shall state the
      purpose or purposes thereof, and the business transacted at such Meeting shall
      be confined to the purposes stated in the call and matters germane
      thereto.




Section
      5. **Notice
      of Special Meetings** .
      Written
      or printed notice of all Special Meetings, stating the date, time, place and
      purpose or purposes thereof, shall be delivered or mailed by the Secretary
      or
      the President or any Vice President calling the Meeting to each Shareholder
      of
      record entitled to notice of such Meeting, at such address as appears on the
      records of the Corporation, at least ten (10) and not more than sixty (60)
      days
      before the date of such Meeting.




Section
      6. **Waiver
      of Notice of Meetings** .
      Notice
      of any Annual or Special Meeting (a “ **Meeting** ”)
      may be
      waived in writing by any Shareholder, before or after the date and time of
      the
      Meeting specified in the notice thereof, by a written waiver delivered to the
      Corporation for inclusion in the minutes or filing with the corporate records.
      A
      Shareholder’s attendance at any Meeting in person or by proxy shall constitute a
      waiver of (a) notice of such Meeting, unless the Shareholder at the beginning
      of
      the Meeting objects to the holding of or the transaction of business at the
      Meeting, and (b) consideration at such Meeting of any business 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
      7. **Quorum** .
      At any
      Meeting, the holders of a majority of the voting power of all shares of the
      Corporation (the “ **Shares** ”)
      issued
      and outstanding and entitled to vote at such Meeting (after giving effect to
      the
      provisions in Article 11 of the Articles of Incorporation of the Corporation,
      as
      the same may, from time to time, be amended (the “ **Articles** ”)),
      represented in person or by proxy, shall constitute a quorum for the election
      of
      Directors or for the transaction of other business, unless otherwise provided
      by
      law, the Articles or this Code of By-Laws, as the same may, from time to time,
      be amended (these “ **By-Laws** ”).
      If,
      however, a quorum shall not be present or represented at any Meeting, the
      Shareholders entitled to vote thereat, present in person or represented by
      proxy, shall have power to adjourn the Meeting from time to time, without notice
      other than announcement at the Meeting of the date, time and place of the
      adjourned Meeting, unless the date of the adjourned Meeting requires that the
      Board fix a new record date (the “ **Record
      Date** ”)
      therefor, in which case notice of the adjourned Meeting shall be given. At
      such
      adjourned Meeting, if a quorum shall be present or represented, any business
      may
      be transacted that might have been transacted at the Meeting as originally
      scheduled.




Section
      8. **Voting** .
      At each
      Meeting, every Shareholder entitled to vote shall have one (1) vote for each
      Share standing in his name on the books of the Corporation as of the Record
      Date
      fixed by the Board for such Meeting, except as otherwise provided by law or
      the
      Articles, and except that no Share shall be voted at any Meeting upon which
      any
      installment is due and unpaid and no share which is not entitled to vote
      pursuant to Article 11 of the Articles shall be voted at any Meeting. Voting
      for
      Directors and, upon the demand of any Shareholder, voting upon any question
      properly before a Meeting, shall be by ballot. A plurality vote shall be
      necessary to elect any Director, and on all other matters, the action or a
      question shall be approved if the number of votes cast thereon in favor of
      the
      action or question exceeds the number of votes cast opposing the action or
      question, except as otherwise provided by law or the Articles.




2


Section
      9. **Shareholder
      List** .
      The
      Secretary shall prepare before each Meeting a complete list of the Shareholders
      entitled to notice of such Meeting, arranged in alphabetical order by class
      of
      Shares (and each series within a class), and showing the address of, and the
      number of Shares entitled to vote held by, each Shareholder (the “ **Shareholder
      List** ”).
      Beginning five (5) business days before the Meeting and continuing throughout
      the Meeting, the Shareholder List shall be on file at the Principal Office
      or at
      a place identified in the Meeting notice in the city where the Meeting will
      be
      held, and shall be available for inspection by any Shareholder entitled to
      vote
      at the Meeting. On written demand, made in good faith and for a proper purpose
      and describing with reasonable particularity the Shareholder’s purpose, and if
      the Shareholder List is directly connected with the Shareholder’s purpose, a
      Shareholder (or such Shareholder’s agent or attorney authorized in writing)
      shall be entitled to inspect and to copy the Shareholder List, during regular
      business hours and at the Shareholder’s expense, during the period the
      Shareholder List is available for inspection. The original stock register or
      transfer book (the “ **Stock
      Book** ”),
      or a
      duplicate thereof kept in the State of Indiana, shall be the only evidence
      as to
      who are the Shareholders entitled to examine the Shareholder List, or to notice
      of or to vote at any Meeting.




Section
      10. **Proxies** .
      A
      Shareholder may vote either in person or by proxy executed in writing by the
      Shareholder or a duly authorized attorney-in-fact. No proxy shall be valid
      after
      eleven (11) months from the date of its execution, unless a shorter or longer
      time is expressly provided therein.




Section
      11. **Notice
      of Shareholder Business** .
      At an
      Annual Meeting of the Shareholders, only such business shall be conducted as
      shall have been properly brought before the Meeting. To be properly brought
      before an Annual Meeting, business must be (a) specified in the notice of
      Meeting (or any supplement thereto) given by or at the direction of the Board,
      (b) otherwise properly brought before the Meeting by or at the direction of
      the
      Board, or (c) otherwise properly brought before the Meeting by a Shareholder.
      For business to be properly brought before an Annual Meeting by a Shareholder,
      the Shareholder must have the legal right and authority to make the Proposal
      for
      consideration at the Meeting and the Shareholder must have given timely notice
      thereof in writing to the Secretary of the Corporation. To be timely, a
      Shareholder’s notice must be delivered to or mailed and received at the
      principal executive offices of the Corporation, not less than one hundred twenty
      (120) days prior to the Meeting; *provided* , *however* ,
      that in
      the event that less than one hundred thirty (130) ****** days’
      notice or prior public disclosure of the date of the Meeting is given or made
      to
      Shareholders (which notice or public disclosure shall include the date of the
      Annual Meeting specified in these By-Laws, if such By-Laws have been filed
      with
      the Securities and Exchange Commission and if the Annual Meeting is held on
      such
      date), notice by the Shareholder to be timely must be so received not later
      than
      the close of business on the tenth (10 th )
      day
      following the day on which such notice of the date of the Annual Meeting was
      mailed or such public disclosure was made. A Shareholder’s notice to the
      Secretary shall set forth as to each matter the Shareholder proposes to bring
      before the Annual Meeting (a) a brief description of the business desired to
      be
      brought before the Annual Meeting and the reasons for conducting such business
      at the Annual Meeting, (b) the name and record address of the Shareholders
      proposing such business, (c) the class and number of shares of the Corporation
      which are beneficially owned by the Shareholder, and (d) any material interest
      of the Shareholder in such business. Notwithstanding anything in these By-Laws
      to the contrary, no business shall be conducted at an Annual Meeting except
      in
      accordance with the procedures set forth in this Section
      11 .
      The
      Chairman of an Annual Meeting shall, if the facts warrant, determine and declare
      to the Meeting that business was not properly brought before the Meeting and
      in
      accordance with the provisions of this Section
      11 ,
      and




3


if
      he
      should so determine, he shall so declare to the Meeting and any such business
      not properly brought before the Meeting shall not be transacted. At any Special
      Meeting of the Shareholders, only such business shall be conducted as shall
      have
      been brought before the Meeting by or at the direction of the Board of
      Directors.




Section
      12. **Notice
      of Shareholder Nominees** .
      Only
      persons who are nominated in accordance with the procedures set forth in this Section
      12 shall be
      eligible for election as Directors. Nominations of persons for election to
      the
      Board may be made at a Meeting of Shareholders by or at the direction of the
      Board of Directors, by any nominating committee or person appointed by the
      Board
      of Directors or by any Shareholder of the Corporation entitled to vote for
      the
      election of Directors at the Meeting who complies with the notice procedures
      set
      forth in this Section
      12 .
      Such
      nominations, other than those made by or at the direction of the Board, shall
      be
      made pursuant to timely notice in writing to the Secretary of the Corporation.
      To be timely, a Shareholder’s notice shall be delivered to or mailed and
      received at the principal executive offices of the Corporation not less than
      one
      hundred twenty (120) days prior to the Meeting; *provided* , *however* ,
      that in
      the event that less than one hundred thirty (130) days’ notice or prior public
      disclosure of the date of the Meeting is given or made to Shareholders (which
      notice or public disclosure shall include the date of the Annual Meeting
      specified in these By-Laws, if such By-Laws have been filed with the Securities
      and Exchange Commission and if the Annual Meeting is held on such date), notice
      by the Shareholders to be timely must be so received not later than the close
      of
      business on the tenth (10 th )
      day
      following the day on which such notice of the date of the Meeting was mailed
      or
      such public disclosure was made. Such Shareholder’s notice shall set forth (a)
      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 and (iv) any other information relating to
      such person that is required to be disclosed in solicitations 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 (b) as
      to
      the Shareholder giving the notice (i) the name and record address of such
      Shareholder and (ii) the class and number of shares of the Corporation which
      are
      beneficially owned by such Shareholder. No person shall be eligible for election
      as a Director of the Corporation unless nominated in accordance with the
      procedures set forth in this Section
      12 .
      The
      Chairman of the Meeting shall, if the facts warrant, determine and declare
      to
      the Meeting that a nomination was not made in accordance with the procedures
      prescribed by these By-Laws, and if he should so determine, he shall so declare
      to the Meeting and the defective nomination shall be disregarded.




Article
      IV.  Board
      of
      Directors




Section
      1. **Number** .
      The
      business and affairs of the Corporation shall be managed by a Board of not
      less
      than five (5) nor more than fifteen (15) Directors, as may be specified from
      time to time by resolution adopted by a majority of the total number of the
      Corporation’s Directors, divided into three classes as provided in the Articles.
      If and whenever the Board of Directors has not specified the number of
      Directors, the number shall be nine (9). Directors (a) must have their primary
      domicile in Clinton, Hendricks, Montgomery, or Johnson Counties, Indiana, and
      (b) must have a loan or deposit relationship with Lincoln Bank which they have
      maintained for at least a continuous period of nine (9) months immediately
      prior
      to their nomination to the Board (or in case




4


of
      directors of the Corporation on September 10, 1998, prior to the filing of
      the
      Corporation’s Articles). In addition, each Director who is not an employee of
      the Corporation or any of its subsidiaries must have served as a member of
      a
      civic or community organization based in Clinton, Hendricks, Montgomery, or
      Johnson Counties, Indiana for at least a continuous period of twelve (12) months
      during the five (5) years prior to his or her nomination to the Board. The
      Board
      may waive one (1) or more of the requirements set forth in the two (2) previous
      sentences for one (1) or more representatives it determines to appoint or
      nominate to the Board in connection with an acquisition of another financial
      institution by the Corporation or in connection with the acquisition or opening
      of a new branch by its subsidiary, Lincoln Bank. The Board may elect or appoint,
      from among its members, a Chairman of the Board (the “ **Chairman** ”),
      who
      need not be an officer (an “ **Officer** ”)
      or
      employee of the Corporation. The Chairman, if elected or appointed, 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.




Section
      2. **Vacancies
      and Removal** .
      Any
      vacancy occurring in the Board shall be filled as provided in the Articles.
      Shareholders shall be notified of any increase in the number of Directors and
      the name, principal occupation and other pertinent information about any
      Director elected by the Board to fill any vacancy. Any Director, or the entire
      Board, may be removed from office only as provided in the Articles.




Section
      3. **Powers
      and Duties** .
      In
      addition to the powers and duties expressly conferred upon it by law, the
      Articles or these By-Laws, the Board may exercise all such powers of the
      Corporation and do all such lawful acts and things as are not inconsistent
      with
      the law, the Articles or these By-Laws.




Section
      4. **Annual
      Board Meeting** .
      Unless
      otherwise determined by the Board, the Board shall meet each year immediately
      after the Annual Meeting, at the place where such Meeting has been held, for
      the
      purpose of organization, election of Officers of the Corporation (the
“ **Officers** ”)
      and
      consideration of any other business that may properly be brought before such
      annual meeting of the Board (the “ **Annual
      Board Meeting** ”).
      No
      notice shall be necessary for the holding of the Annual Board Meeting. If the
      Annual Board Meeting is not held as above provided, the election of Officers
      may
      be held at any subsequent duly constituted meeting of the Board (a “ **Board
      Meeting** ”).




Section
      5. **Regular
      Board Meetings** .
      Regular
      meetings of the Board (“ **Regular
      Board Meetings** ”)
      may be
      held at stated times or from time to time, and at such place, either within
      or
      without the State of Indiana, as the Board may determine, without call and
      without notice.




Section
      6. **Special
      Board Meetings** .
      Special
      meetings of the Board (“ **Special
      Board Meetings** ”)
      may be
      called at any time or from time to time, and shall be called on the written
      request of at least two Directors, by the Chairman or the President, by causing
      the Secretary or any Assistant Secretary to give to each Director, either
      personally or by mail, telephone, telegraph, teletype or other form of wire
      or
      wireless communication at least two (2) days’ notice of the date, time and place
      of such Meeting. Special Board Meetings shall be held at the Principal Office
      or
      at such other place, within or without the State of Indiana, as shall be
      specified in the respective notices or waivers of notice thereof.




Section
      7. **Waiver
      of Notice and Assent** .
      A
      Director may waive notice of any Board Meeting before or after the date and
      time
      of the Board Meeting stated in the notice by a written waiver signed by the
      Director and filed with the minutes or corporate records. A Director’s




5


attendance
      at or participation in a Board Meeting shall constitute a waiver of notice
      of
      such Meeting and assent to any corporate action taken at such Meeting, unless
      (a) the Director at the beginning of such Meeting (or promptly upon his arrival)
      objects to holding of or transacting business at the Meeting and does not
      thereafter vote for or assent to action taken at the Meeting; (b) the Director’s
      dissent or abstention from the action taken is entered in the minutes of such
      Meeting; or (c) the Director delivers written notice of his dissent or
      abstention to the presiding Director at such Meeting before its adjournment,
      or
      to the Secretary immediately after its adjournment. The right of dissent or
      abstention is not available to a Director who votes in favor of the action
      taken.




Section
      8. **Quorum** .
      At all
      Board Meetings, a majority of the number of Directors designated for the full
      Board (the “ **Full
      Board** ”)
      shall
      be necessary to constitute a quorum for the transaction of any business, except
      (a) that for the purpose of filling of vacancies a majority of Directors then
      in
      office shall constitute a quorum, and (b) that a lesser number may adjourn
      the
      Meeting from time to time until a quorum is present. The act of a majority
      of
      the Board present at a Meeting at which a quorum is present shall be the act
      of
      the Board, unless the act of a greater number is required by law, the Articles
      or these By-Laws.




Section
      9. **Audit
      and Other Committees of the Board** .
      The
      Board may, by resolution adopted by a majority of the Full Board, designate
      an
      Audit Committee comprised of two (2) 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 such majority, also designate
      other regular or special committees of the Board (“ **Committees** ”),
      in
      each case comprised of two (2) or more Directors and to have such powers and
      exercise such duties as shall be provided by resolution of the
      Board.




Section
      10. **Resignations** .
      Any
      Director may resign at any time by giving written notice to the Board, The
      Chairman, the President or the Secretary. Any such resignation shall take effect
      when delivered unless the notice specifies a later effective date. Unless
      otherwise specified in the notice, the acceptance of such resignation shall
      not
      be necessary to make it effective.




Section
      11. **Age
      Limitations** .
      No
      person seventy (70) or above years of age shall be eligible for election,
      reelection, appointment, or reappointment to the board of the Corporation.
      No
      director shall serve as such beyond the annual meeting of the shareholders
      of
      the Corporation immediately following the date the director turns age seventy
      (70).




Section
      12. **Directors
      Emeritus** .
      Directors Emeritus may be appointed and their compensation for services (in
      an
      amount not to exceed those fees paid to voting directors) determined by
      resolution of the board of directors of the Corporation. Only former directors
      of the Corporation (including former directors of other corporations which
      have
      merged with, or otherwise been acquired by the Corporation) shall be eligible
      to
      serve as Directors Emeritus. Directors Emeritus shall be available for
      consultation with and advice to management of the Corporation. Directors
      Emeritus may attend meetings of the board of directors, but shall have no vote
      on any matter acted upon by such Board.




Article
      V.  Officers




Section
      1. **Officers** .
      The
      Officers shall be the President, the Secretary and the Treasurer, and may
      include one (1) or more Assistant Secretaries, one (1) or more Vice Presidents,
      one (1) or more Assistant Treasurers, a Comptroller and one (1) or more
      Assistant Comptrollers. Any two (2) or more offices may be held by the same
      person. The Board may from time to time elect or appoint




6


such
      other Officers as it shall deem necessary, who shall exercise such powers and
      perform such duties as may be prescribed from time to time by these By-Laws
      or,
      in the absence of a provision in these By-Laws in respect thereto, as may be
      prescribed from time to time by the Board.




Section
      2. **Election
      of Officers** .
      The
      Officers shall be elected by the Board at the Annual Board Meeting and shall
      hold office for one (1) year or until their respective successors shall have
      been duly elected and shall have qualified; *provided* , *however* ,
      that
      the Board may at any time elect one (1) or more persons to new or different
      offices and/or change the title, designation and duties and responsibilities
      of
      any of the Officers consistent with the law, the Articles and these
      By-Laws.




Section
      3. **Vacancies;
      Removal** .
      Any
      vacancy among the Officers may be filled for the unexpired term by the Board.
      Any Officer may be removed at any time by the affirmative vote of a majority
      of
      the Full Board.




Section
      4. **Delegation
      of Duties** .
      In the
      case of the absence, disability, death, resignation or removal from office
      of
      any Officer, or for any other reason that the Board shall deem sufficient,
      the
      Board may delegate, for the time being, any or all of the powers or duties
      of
      such Officer to any other Officer or to any Director.




Section
      5. **President** .
      The
      President shall be a Director and, subject to the control of the Board, shall
      have general charge of and supervision and authority over the business and
      affairs of the Corporation, and shall have such other powers and perform such
      other duties as are incident to this office and as may be assigned to him by
      the
      Board. In the case of the absence or disability of the Chairman or if no
      Chairman shall be elected or appointed by the Board, the President shall preside
      at all Shareholder Meetings and Board Meetings.




Section
      6. **Vice
      Presidents** .
      Each of
      the Vice Presidents, if any, shall have such powers and perform such duties
      as
      may be prescribed for him by the Board or delegated to him by the President.
      In
      the case of the absence, disability, death, resignation or removal from office
      of the President, the powers and duties of the President shall, for the time
      being, devolve upon and be exercised by the Executive Vice President, if there
      be one, and if not, then by such one of the Vice Presidents as the Board or
      the
      President may designate, or, if there be but one Vice President, then upon
      such
      Vice President; and he shall thereupon, during such period, exercise and perform
      all of the powers and duties of the President, except as may be otherwise
      provided by the Board.




Section
      7. **Secretary** .
      The
      Secretary shall have the custody and care of the Seal, records, minutes and
      the
      Stock Book of the Corporation; shall attend all Shareholder Meetings and Board
      Meetings, and duly record and keep the minutes of their proceedings in a book
      or
      books to be kept for that purpose; shall give or cause to be given notice of
      all
      Shareholder Meetings and Board Meetings when such notice shall be required;
      shall file and take charge of all papers and documents belonging to the
      Corporation; and shall have such other powers and perform such other duties
      as
      are incident to the office of secretary of a business corporation, subject
      at
      all times to the direction and control of the Board and the
      President.




Section
      8. **Assistant
      Secretaries** .
      Each of
      the Assistant Secretaries, if any, shall assist the Secretary in his duties
      and
      shall have such other powers and perform such other duties as may be prescribed
      for him by the Board or delegated to him by the President. In case of the
      absence, disability, death, resignation or removal from office of the Secretary,
      his powers and duties shall, for the time being, devolve upon such one of the
      Assistant Secretaries as the Board, the President or the Secretary may
      designate, or, if there be but one Assistant Secretary, then upon such Assistant




7


Secretary;
      and he shall thereupon, during such period, exercise and perform all of the
      powers and duties of the Secretary, except as may be otherwise provided by
      the
      Board.




Section
      9. **Treasurer** .
      The
      Treasurer shall have control over all records of the Corporation pertaining
      to
      moneys and securities belonging to the Corporation; shall have charge of, and
      be
      responsible for, the collection, receipt, custody and disbursements of funds
      of
      the Corporation; shall have the custody of all securities belonging to the
      Corporation; shall keep full and accurate accounts of receipts and disbursements
      in books belonging to the Corporation; and shall disburse the funds of the
      Corporation as may be ordered by the Board, taking proper receipts or making
      proper vouchers for such disbursements and preserving the same at all times
      during his term of office. When necessary or proper, he shall endorse on behalf
      of the Corporation all checks, notes or other obligations payable to the
      Corporation or coming into his possession for or on behalf of the Corporation,
      and shall deposit the funds arising therefrom, together with all other funds
      and
      valuable effects of the Corporation coming into his possession, in the name
      and
      the credit of the Corporation in such depositories as the Board from time to
      time shall direct, or in the absence of such action by the Board, as may be
      determined by the President or any Vice President. If the Board has not elected
      a Comptroller or an Assistant Comptroller, or in the absence or disability
      of
      the Comptroller and each Assistant Comptroller or if, for any reason, a vacancy
      shall occur in such offices, then during such period the Treasurer shall have,
      exercise and perform all of the powers and duties of the Comptroller. The
      Treasurer shall also have such other powers and perform such other duties as
      are
      incident to the office of treasurer of a business corporation, subject at all
      times to the direction and control of the Board and the President.




If
      required by the Board, the Treasurer shall give the Corporation a bond, in
      such
      an amount and with such surety or sureties as may be ordered by the Board,
      for
      the faithful performance of the duties of his office and for the restoration
      to
      the Corporation, in case of his death, resignation, retirement or removal from
      office, of all books, papers, vouchers, money and other property of whatever
      kind in his possession or under his control belonging to the
      Corporation.




Section
      10. **Assistant
      Treasurers** .
      Each of
      the Assistant Treasurers, if any, shall assist the Treasurer in his duties,
      and
      shall have such other powers and perform such other duties as may be prescribed
      for him by the Board or delegated to him by the President. In case of the
      absence, disability, death, resignation or removal from office of the Treasurer,
      his powers and duties shall, for the time being, devolve upon such one of the
      Assistant Treasurers as the Board, the President or the Treasurer may designate,
      or, if there be but one Assistant Treasurer, then upon such Assistant Treasurer;
      and he shall thereupon, during such period, exercise and perform all the powers
      and duties of the Treasurer except as may be otherwise provided by the Board.
      If
      required by the Board, each Assistant Treasurer shall likewise give the
      Corporation a bond, in such amount and with such surety or sureties as may
      be
      ordered by the Board, for the same purposes as the bond that may be required
      to
      be given by the Treasurer.




Section
      11. **Comptroller** .
      The
      Comptroller, if any, shall have direct control over all accounting records
      of
      the Corporation pertaining to moneys, properties, materials and supplies,
      including the bookkeeping and accounting departments; shall have direct
      supervision over the accounting records in all other departments pertaining
      to
      moneys, properties, materials and supplies; shall render to the President and
      the Board, at Regular Board Meetings or whenever the same shall be required,
      an
      account of all his transactions as Comptroller and of the financial condition
      of
      the Corporation; and shall have such other powers and perform such other duties
      as are




8


incident
      to the office of comptroller of a business corporation, subject at all times
      to
      the direction and control of the Board and the President.




Section
      12. **Assistant
      Comptrollers** .
      Each of
      the Assistant Comptrollers, if any, shall assist the Comptroller in his duties,
      and shall have such other powers and perform such other duties as may be
      prescribed for him by the Board or delegated to him by the President. In case
      of
      the absence, disability, death, resignation or removal from office of the
      Comptroller, his powers and duties shall, for the time being, devolve upon
      such
      one of the Assistant Comptrollers as the Board, the President or the Comptroller
      may designate, or, if there be but one Assistant Comptroller, then upon such
      Assistant Comptroller; and he shall thereupon, during such period, exercise
      and
      perform all the powers and duties of the Comptroller, except as may be otherwise
      provided by the Board.




Article
      VI.  Certificates
      for Shares




Section
      1. **Certificates** .
      Certificates for Shares (“ **Certificates** ”)
      shall
      be in such form, consistent with law and the Articles, as shall be approved
      by
      the Board. Certificates for each class, or series within a class, of Shares,
      shall be numbered consecutively as issued. Each Certificate shall state the
      name
      of the Corporation and that it is organized under the laws of the State of
      Indiana; the name of the registered holder; the number and class and the
      designation of the series, if any, of the Shares represented thereby; and a
      summary of the designations, relative rights, preferences and limitations
      applicable to such class and, if applicable, the variations in rights,
      preferences and limitations determined for each series and the authority of
      the
      Board to determine such variations for future series; *provided* , *however* ,
      that
      such summary may be omitted if the Certificate states conspicuously on its
      front
      or back that the Corporation will furnish the Shareholder such information
      upon
      written request and without charge. Each Certificate shall be signed (either
      manually or in facsimile) by (a) the President or a Vice President and (b)
      the
      Secretary or an Assistant Secretary, or by any two (2) or more Officers that
      may
      be designated by the Board, and may have affixed thereto the Seal, which may
      be
      a facsimile, engraved or printed.




Section
      2. **Record
      of Certificates** .
      Shares
      shall be entered in the Stock Book as they are issued, and shall be transferable
      on the Stock Book by the holder thereof in person, or by his attorney duly
      authorized thereto in writing, upon the surrender of the outstanding Certificate
      therefor properly endorsed.




Section
      3. **Lost
      or Destroyed Certificates** .
      Any
      person claiming a Certificate to be lost or destroyed shall make affidavit
      or
      affirmation of that fact and, if the Board or the President shall so require,
      shall give the Corporation and/or the transfer agents and registrars, if they
      shall so require, a bond of indemnity, in form and with one or more sureties
      satisfactory to the Board or the President and/or the transfer agents and
      registrars, in such amount as the Board or the President may direct and/or
      the
      transfer agents and registrars may require, whereupon a new Certificate may
      be
      issued of the same tenor and for the same number of Shares as the one alleged
      to
      be lost or destroyed.




Section
      4. **Shareholder
      Addresses** .
      Every
      Shareholder shall furnish the Secretary with an address to which notices of
      Meetings and all other notices may be served upon him or mailed to him, and
      in
      default thereof notices may be addressed to him at his last known address or
      at
      the Principal Office.




9


Article
      VII.  Corporate
      Books and Records




Section
      1. **Places
      of Keeping** .
      Except
      as otherwise provided by law, the Articles or these By-Laws, the books and
      records of the Corporation (including the “ **Corporate
      Records** ,”
      as
      defined in the Articles) may be kept at such place or places, within or without
      the State of Indiana, as the Board may from time to time by resolution determine
      or, in the absence of such determination by the Board, as shall be determined
      by
      the President.




Section
      2. **Stock
      Book** .
      The
      Corporation shall keep at the Principal Office the original Stock Book or a
      duplicate thereof, or, in case the Corporation employs a stock registrar or
      transfer agent within or without the State of Indiana, another record of the
      Shareholders in a form that permits preparation of a list of the names and
      addresses of all the Shareholders, in alphabetical order by class of Shares,
      stating the number and class of Shares held by each Shareholder (the
“ **Record
      of Shareholders** ”).




Section
      3. **Inspection
      of Corporate Records** .
      Any
      Shareholder (or the Shareholder’s agent or attorney authorized in writing) shall
      be entitled to inspect and copy at his expense, after giving the Corporation
      at
      least five (5) business days’ written notice of his demand to do so, the
      following Corporate Records: (a) the Articles; (b) these By-Laws; (c) minutes
      of
      all Shareholder Meetings and records of all actions taken by the Shareholders
      without a meeting (collectively, “ **Shareholders
      Minutes** ”)
      for
      the prior three (3) years; (d) all written communications by the Corporation
      to
      the Shareholders including the financial statements furnished by the Corporation
      to the Shareholders for the prior three (3) years; (e) a list of the names
      and
      business addresses of the current Directors and the current Officers; and (f)
      the most recent Annual Report of the Corporation as filed with the Secretary
      of
      State of Indiana. Any Shareholder (or the Shareholder’s agent or attorney
      authorized in writing) shall also be entitled to inspect and copy at his
      expense, after giving the Corporation at least five (5) business days’ written
      notice of his demand to do so, the following Corporate Records, if his demand
      is
      made in good faith and for a proper purpose and describes with reasonable
      particularity his purpose and the records he desires to inspect, and the records
      are directly connected with his purpose: (a) to the extent not subject to
      inspection under the previous sentence, Shareholders Minutes, excerpts from
      minutes of Board Meetings and of Committee meetings, and records of any actions
      taken by the Board or any Committee without a meeting; (b) appropriate
      accounting records of the Corporation; and (c) the Record of
      Shareholders.




Section
      4. **Record
      Date** .
      The
      Board may, in its discretion, fix in advance a Record Date not more than seventy
      (70) days before the date (a) of any Shareholder Meeting, (b) for the payment
      of
      any dividend or the making of any other distribution, (c) for the allotment
      of
      rights, or (d) when any change or conversion or exchange of Shares shall go
      into
      effect. If the Board fixes a Record Date, then only Shareholders who are
      Shareholders of record on such Record Date shall be entitled (a) to notice
      of
      and/or to vote at any such Meeting, (b) to receive any such dividend or other
      distribution, (c) to receive any such allotment of rights, or (d) to exercise
      the rights in respect of any such change, conversion or exchange of Shares,
      as
      the case may be, notwithstanding any transfer of Shares on the Stock Book after
      such Record Date.




Section
      5. **Transfer
      Agents; Registrars** .
      The
      Board may appoint one (1) or more transfer agents and registrars for its Shares
      and may require all Certificates to bear the signature either of a transfer
      agent or of a registrar, or both.




10


Article
      VIII.  Checks,
      Drafts, Deeds and Shares of Stock




Section
      1. **Checks,
      Drafts, Notes,** ***Etc*** .
      All
      checks, drafts, notes or orders for the payment of money of the Corporation
      shall, unless otherwise directed by the Board or otherwise required by law,
      be
      signed by one (1) or more Officers as authorized in writing by the President.
      In
      addition, the President may authorize any one (1) or more employees of the
      Corporation (“ **Employees** ”)
      to
      sign checks, drafts and orders for the payment of money not to exceed specific
      maximum amounts as designated in writing by the President for any one check,
      draft or order. When so authorized by the President, the signature of any such
      Officer or Employee may be a facsimile signature.




Section
      2. **Deeds,
      Notes, Bonds, Mortgages, Contracts,** ***Etc*** .
      All
      deeds, notes, bonds and mortgages made by the Corporation, and all other written
      contracts and agreements, other than those executed in the ordinary course
      of
      corporate business, to which the Corporation shall be a party, shall be executed
      in its name by the President, a Vice President or any other Officer so
      authorized by the Board and, when necessary or required, the Secretary or an
      Assistant Secretary shall attest the execution thereof. All written contracts
      and agreements into which the Corporation enters in the ordinary course of
      corporate business shall be executed by any Officer or by any other Employee
      designated by the President or a Vice President to execute such contracts and
      agreements.




Section
      3. **Sale
      or Transfer of Stock** .
      Subject
      always to the further orders and directions of the Board, any share of stock
      issued by any corporation and owned by the Corporation (including reacquired
      Shares of the Corporation) may, for sale or transfer, be endorsed in the name
      of
      the Corporation by the President or a Vice President, and said endorsement
      shall
      be duly attested by the Secretary or an Assistant Secretary either with or
      without affixing thereto the Seal.




Section
      4. **Voting
      of Stock of Other Corporations** .
      Subject
      always to the further orders and directions of the Board, any share of stock
      issued by any other corporation and owned or controlled by the Corporation
      (an
“ **Investment
      Share** ”)
      may be
      voted at any shareholders’ meeting of such other corporation by the President or
      by a Vice President. Whenever, in the judgment of the President, it is desirable
      for the Corporation to execute a proxy or give a shareholder’s consent in
      respect of any Investment Share, such proxy or consent shall be executed in
      the
      name of the Corporation by the President or a Vice President, and, when
      necessary or required, shall be attested by the Secretary or an Assistant
      Secretary either with or without affixing thereto the Seal. Any person or
      persons designated in the manner above stated as the proxy or proxies of the
      Corporation shall have full right, power and authority to vote an Investment
      Share the same as such Investment Share might be voted by the
      Corporation.




Article
      IX.  Fiscal
      Year




Section
      1. **Fiscal
      Year** .
      The
      Corporation’s fiscal year shall begin on January 1 of each year and end on
      December 31 of the same year.




Article
      X.  Amendments




Section
      1. **Amendments** .
      These
      By-Laws may be altered, amended or repealed, in whole or in part, and new
      By-Laws may be adopted, at any Board Meeting by the affirmative vote of a
      majority of the Full Board.









11