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                                                                EXHIBIT 4.2

                                     BYLAWS
                                       OF
                     COMMUNITY BANK SHARES OF INDIANA, INC.

                                    ARTICLE I

                                     OFFICES

          1.1 REGISTERED OFFICE AND REGISTERED AGENT. The registered office of
Community Bank Shares of Indiana, Inc. (the "Corporation") shall be located in
the State of Indiana at such place as may be fixed from time to time by the
Board of Directors upon filing of such notices as may be required by law, and
the registered agent shall have a business office identical with such registered
office.

          1.2 OTHER OFFICES. The Corporation may have other offices within or
outside the State of Indiana at such place or places as the Board of Directors
may from time to time determine, as permitted by applicable law and regulation.

                                   ARTICLE II

                             STOCKHOLDERS' MEETINGS

          2.1 MEETING PLACE. All meetings of the stockholders shall be held at
the principal place of business of the Corporation, or at such other place
within or without the State of Indiana as shall be determined from time to time
by the Board of Directors, and the place at which any such meeting shall be held
shall be stated in the notice of the meeting.

          2.2 ANNUAL MEETING TIME. The annual meeting of the stockholders for
the election of directors and for the transaction of such other business as may
properly come before the meeting shall be held each year on the third Tuesday of
April at the hour of 2:00 p.m., if not a legal holiday, and if a legal holiday,
then on the day following, at the same hour, or at such other date and time as
may be determined by the Board of Directors and stated in the notice of such
meeting.

          2.3 ORGANIZATION. Each meeting of the stockholders shall be presided
over by the Chairman of the Board, or if the Chairman of the Board is not
present, by the Vice-Chairman of the Board or the President, or if the Chairman
of the Board, the Vice-Chairman of the Board or the President are not present,
by an Executive or Senior Vice President or such other officer as designated by
the Board of Directors. The Secretary, or in his absence a temporary Secretary,
shall act as secretary of each meeting of the stockholders. In the absence of
the Secretary or any temporary Secretary, the chairman of the meeting may
appoint any person present to act as secretary of the meeting. The chairman of
any meeting of the stockholders, unless prescribed by law or regulation, shall
determine the order of the business and the procedure at the meeting, including
such regulation of the manner of voting and the conduct of discussions as shall
be deemed appropriate by him in his sole discretion.

          2.4 SPECIAL MEETINGS. Special meetings of the stockholders for any
purpose may be called at any time in the manner provided in the Corporation's
Articles of Incorporation, which are incorporated herein with the same effect as
if they were set forth herein.

          2.5 NOTICE.

(a)  Notice of the date,  time and place of the annual  meeting of  stockholders
shall be given by  delivering  personally  or by  mailing a written  or  printed
notice of the same,  at least ten days and not more than sixty days prior to the
meeting,  to each  stockholder of record entitled to vote at such meeting.  When
any stockholders'  meeting,  either annual or special, is adjourned and if a new
record date is fixed for an  adjourned  meeting of  stockholders,  notice of the
adjourned meeting shall be given as in the case

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of an original meeting. It shall not be necessary to give any notice of the time
and place of any meeting adjourned, unless a new record date is fixed therefore,
other than an  announcement  of the new date,  time and place at the  meeting at
which such adjournment is taken.

(b) At least ten days and not more  than  sixty  days  prior to the  meeting,  a
written or printed notice of each special meeting of  stockholders,  stating the
place,  day and hour of such meeting,  and the purpose or purposes for which the
meeting  is  called,  shall be  either  delivered  personally  or mailed to each
stockholder for record entitled to vote at such meeting.

          2.6 VOTING LIST. At least five days before each meeting of
stockholders, a complete list of the stockholders entitled to vote at such
meeting, or any adjournment thereof, shall be made, arranged by voting group, in
alphabetical order, with the address of and number of shares held by each, which
list shall be kept on file at the principal office of the Corporation for a
period of five business days prior to such meeting. The list shall be kept open
at the time and place of such meeting for the inspection of any stockholder.

          2.7 QUORUM. Except as otherwise required by law:

(a) A quorum at any annual or special meeting of stockholders shall consist of
stockholders representing, either in person or by proxy, a majority of the
outstanding capital stock of the Corporation entitled to vote on that matter at
such meeting.

(b) With respect to any other matter other than the election of directors,
action on a matter shall be approved if the votes cast in favor of the action
exceed the votes cast opposing the action at any properly called meeting or
adjourned meeting of stockholders at which a quorum, as defined above, is
present.

          2.8 VOTING OF SHARES.

(a) Except as otherwise provided in these Bylaws or to the extent that voting
rights of the shares of any class or classes are limited or denied by the
Articles of Incorporation, each stockholder, on each matter submitted to a vote
at a meeting of stockholders, shall have one vote for each share of stock
registered in his name on the books of the Corporation.

(b) Directors are to be elected by a plurality of votes cast by the shares
entitled to vote in the election at a meeting at which a quorum is present.
Stockholders shall not be permitted to cumulate their votes for the election of
directors. If, at any meeting of the stockholders, due to a vacancy or vacancies
or otherwise, directors of more than one class of the Board of Directors are to
be elected, each class of directors to be elected at the meeting shall be
elected in a separate election by a plurality vote.

          2.9 CLOSING OF TRANSFER BOOKS AND FIXING RECORD DATE. For the purpose
of determining stockholders entitled to notice of or to vote at any meeting of
stockholders, or any adjournment thereof, or entitled to receive payment of any
distribution by the Corporation or share dividend, or in order to make a
determination of stockholders for any other proper purpose, the Board of
Directors may provide that the stock transfer books shall be closed for a stated
period not to exceed seventy days preceding such meeting. In lieu of closing the
stock transfer books, the Board of Directors may fix in advance a record date
for any such determination of stockholders, such date to be not more than
seventy days prior to the date on which the particular action requiring such
determination of stockholders is to be taken. A determination of stockholders
entitled to notice of or to vote at a meeting of stockholders is effective for
any adjournment of the meeting unless the Board of Directors fixes a new record
date, which it must do if the meeting is adjourned to a date more than one
hundred and twenty (12) days after the date fixed for the original meeting.

          2.10 PROXIES. A stockholder may vote either in person, by transmission
of an electronic  transmission (which includes telephone) or by any other method
allowed by law, or by proxy. A proxy may be appointed in writing, signed, in the
manner   permitted  by  law,  by  the   stockholder,   or  his  duly  authorized
attorney-in-fact.  No proxy shall be valid after eleven  months from the date of
its execution, unless otherwise provided in the proxy.

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          2.11 WAIVER OF NOTICE. Whenever any notice is required to be given to
any stockholder, a waiver of notice signed by the person or persons entitled to
such notice and delivered to the Corporation, whether before or after the time
stated therein for the meeting, shall be equivalent to the giving of such
notice. A stockholder's attendance at a meeting (I) waives objection to lack of
notice or defective notice of the meeting, unless the stockholder at the
beginning of the meeting objects to the holding of the meeting or transacting
business at the meeting; and (ii) 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 stockholder objects to considering
the matter when it is presented.

          2.12 VOTING OF SHARES IN THE NAME OF TWO OR MORE PERSONS. When
ownership stands in the name of two or more persons, in the absence of written
directions to the Corporation to the contrary, at any meeting of the
stockholders of the Corporation any one or more of such stockholders may cast,
in person or by proxy, all votes to which such ownership is entitled. In the
event an attempt is made to cast conflicting votes, in person or by proxy, by
the several persons in whose names shares of stock stand, the vote or votes to
which those persons are entitled shall be cast as directed by a majority of
those holding such stock and present in person or by proxy at such meeting, but
no votes shall be cast for such stock if a majority cannot agree.

          2.13 VOTING OF SHARES BY CERTAIN HOLDERS. Shares standing in the name
of another corporation may be voted by an officer or agent of such corporation.
Shares held by an administrator, executor, guardian, conservator, trustee,
receiver, pledgee, beneficial owner or attorney-in-fact may be voted by him,
either in person or by proxy, without a transfer of such shares into his name,
but the Corporation may request of such person prior to the acceptance of the
vote evidence acceptable to the Corporation of such person's status or authority
to sign with respect to the vote, consent, waiver or proxy appointment. The
Corporation is entitled to reject a vote, consent, waiver or proxy appointment
if the Secretary or other officer or agent authorized to tabulate votes, acting
in good faith, has reasonable basis for doubt about the validity of the
signature on it or about the signatory's authority to sign for the stockholder.

          2.14 STOCKHOLDER PROPOSALS. Stockholder proposals shall be made in
accordance with the provisions of the Corporation's Articles of Incorporation,
which provisions are incorporated herein with the same effect as if they were
set forth herein.

          2.15 INSPECTORS. For each meeting of stockholders, the Board of
Directors may appoint one or more inspector of election. If for any meeting the
inspector(s) appointed by the Board of Directors shall be unable to act or the
Board of Directors shall fail to appoint any inspector, one or more inspectors
may be appointed at the meeting by the chairman thereof. Such inspectors shall
tabulate the voting in each election of directors and, as directed by the Board
of Directors or chairman of the meeting, the voting on the matters voted on at
such meeting, and after the voting shall make a certificate of the vote taken.
Inspectors need not be stockholders.

                                   ARTICLE III

                                  CAPITAL STOCK

          3.1  CERTIFICATES.  Certificates of stock shall be issued in numerical
order,  and each  stockholder  shall be entitled to a certificate  signed by the
President or a Vice President, and the Secretary and may be sealed with the seal
of the Corporation or a facsimile  thereof.  The signatures of such officers may
be  facsimiles  if the  certificate  is manually  signed on behalf of a transfer
agent,  or registered by a registrar,  other than the  Corporation  itself or an
employee of the  Corporation.  If an officer  who has signed or whose  facsimile
signature has been placed upon such  certificate  ceases to be an officer before
the  certificate is issued,  it may be issued by the  Corporation  with the same
effect as if the person were an officer on the date of issue.  Each  certificate
of stock shall state:

(a) the name of the Corporation and that the Corporation is organized under the
laws of the State of Indiana;

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(b) the name of the person to whom issued;

(c) the number and class of shares and the designation of the series, if any,
which such certificate represents; and

(d) conspicuously on its front or back that the Corporation will furnish to any
stockholder without charge the designations, relative rights, preferences and
limitations applicable to each class and the variations and limitations in
rights, preferences and limitations determined for each series and the authority
of the Board of Directors to determine variations for future series.

          3.2 TRANSFERS.

(a) Transfers of stock shall be made only upon the stock transfer books of the
Corporation, kept at the registered office of the Corporation or at its
principal place of business, or at the office of its transfer agent or
registrar, and before a new certificate is issued the old certificate shall be
surrendered for cancellation. The Board of Directors may, by resolution, open a
share register in any state of the United States, and may employ an agent or
agents to keep such register, and to record transfers of shares therein.

(b) Shares of stock shall be transferred by delivery of the certificates
therefor, accompanied either by an assignment in writing on the back of the
certificate or an assignment separate from the certificate, or by a written
power of attorney to sell, assign and transfer the same, signed by the holder of
said certificate. No shares of stock shall be transferred on the books of the
Corporation until the outstanding certificates therefor have been surrendered to
the Corporation.

          3.3 REGISTERED OWNER. Registered stockholders shall be treated by the
Corporation as the holders in fact of the stock standing in their respective
names and the Corporation shall not be bound to recognize any equitable or other
claim to or interest in any share on the part of any other person, whether or
not it shall have express or other notice thereof, except as expressly provided
below or be the laws of the State of Indiana. The Board of Directors may adopt
by resolution a procedure whereby a stockholder of the Corporation may certify
in writing to the Corporation that all or a portion of the shares registered in
the name of such stockholder are held for the account of a specified person or
persons.

          3.4 MUTILATED, LOST OR DESTROYED CERTIFICATES. In case of any
mutilation, loss or destruction of any certificate of stock, another may be
issued in its place upon receipt of proof of such mutilation, loss or
destruction. The Board of Directors may impose conditions on such issuance and
may require the giving of a satisfactory bond or indemnity to the Corporation in
such sum as they might determine or establish such other procedures as they deem
necessary.

          3.5 SHARES OF ANOTHER CORPORATION. Shares owned by the Corporation in
another corporation, domestic or foreign, may be voted by such officer, agent or
proxy as the Board of Directors may determine or, in the absence of such
determination, by the President of the Corporation.

                                   ARTICLE IV

                               BOARD OF DIRECTORS

          4.1 NUMBER AND POWERS. The management of all the affairs, property and
interests of the Corporation shall be vested in a Board of Directors.  The Board
of  Directors  shall  consist  of up to twelve  persons.  Directors  need not be
residents of the State of Indiana or stockholders of the Corporation.  The Board
of Directors, other than those who may be elected by the holders of any class or
series of stock having  preference over the Common Stock as to dividends or upon
liquidation,  shall be divided  into three  classes as nearly equal in number as
possible,  with one class to be elected annually. At the first annual meeting of
stockholders  following  the  effective  date of the Articles of  Incorporation,
directors of the first class shall be elected to hold office for a term expiring
at the next

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succeeding annual meeting, directors of the second class shall be elected to
hold office for a term expiring at the second succeeding annual meeting, and
directors of the third class shall be elected to hold office for a term expiring
at the third succeeding annual meeting; and, as to directors of each class, when
their respective successors are elected and qualified. At each subsequent annual
meeting of stockholders, directors elected to succeed those whose terms are
expiring shall be elected for a term of office to expire at the third succeeding
annual meeting of stockholders and when their respective successors are elected
and qualified. In addition to the powers and authorities expressly conferred
upon it by these Bylaws and Articles of Incorporation, the Board of Directors
may exercise all such powers of the Corporation and do all such lawful acts and
things as are not by statute or by the Articles of Incorporation or by these
Bylaws directed or required to be exercised or done by the stockholders.

          4.2 CHANGE OF NUMBER. The number of directors may at any time be
increased or decreased by a vote of a majority of the Whole Board of Directors
and a majority of the Continuing Directors, as such terms are defined in the
Articles of Incorporation, provided that no decrease shall have the effect of
shortening the term of any incumbent director except as provided in Sections 4.3
and 4.4 hereunder.

          4.3 VACANCIES. All vacancies in the Board of Directors shall be filled
in the manner provided in the Corporation's Articles of Incorporation, which
provisions are incorporated herein with the same effect as if they were set
forth herein.

          4.4 REMOVAL OF DIRECTORS. Directors may be removed in the manner
provided in the Corporation's Articles of Incorporation, which provisions are
incorporated herein with the same effect as if they were set forth herein.

          4.5 REGULAR MEETINGS. Regular meetings of the Board of Directors or
any committee may be held without notice at the principal place of business of
the Corporation or at such other place or places, either within or without the
State of Indiana, as the Board of Directors or such committee, as the case may
be, any from time to time designate. The annual meeting of the Board of
Directors shall be held without notice immediately after the adjournment of the
annual meeting of stockholders.

          4.6 SPECIAL MEETINGS.

(a) Special meetings of the Board of Directors may be called at any time by the
Chairman of the Board, the President or by a majority of the authorized number
of directors, to be held at the principal place of business of the Corporation
or at such other place or places as the Board of Directors or the person or
persons calling such meeting may from time to time designate. Notice of all
special meetings of the Board of Directors shall be given to each director by at
least two days' service of the same by facsimile or personally, and by at least
three days' service when delivered by mail at the address at which the director
is most likely to be reached. Such notice shall be deemed to be delivered when
deposited in the mail so addressed with postage prepared, or when delivered to
the telegraph company if sent by telegram. Such notice need not specify the
business to be transacted at, nor the purpose of, the meeting.

(b) Special meetings of any committee may be called at any time by such person
or persons and with such notice as shall be specified for such committee by the
Board of Directors, or in the absence of such specification, in the manner and
with the notice required for special meetings of the Board of Directors.

          4.7 QUORUM. A majority of the Whole Board of Directors, as such term
is defined in the Corporation's Articles of Incorporation, shall be necessary at
all meetings to constitute a quorum for the transaction of business.

          4.8 WAIVER OF NOTICE. Attendance of a director at a meeting of
directors shall constitute a waiver of notice of such meeting, unless the
director at the beginning of the meeting (or promptly upon his arrival) objects
to the holding of the meeting or transacting business at the meeting and does
not thereafter vote for or assent to action taken at the meeting. A waiver of
notice signed by

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the director or directors and filed with the minutes of the meeting or in the
corporate records of the corporation, whether before or after the time stated
for the meeting, shall be equivalent to the giving of notice.

          4.9 REGISTERING DISSENT. A director who is present at a meeting of the
Board of Directors at which action on a corporate matter is taken shall be
deemed to have assented to such action unless the director objects at the
beginning of the meeting (or promptly upon the directors arrival) to holding it
on or transacting business at the meeting, the director's dissent or abstention
from the action taken is entered in the minutes of the meeting, or the director
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. Such right to dissent shall not
apply to to a director who voted in favor of such action.

          4.10 EXECUTIVE, AUDIT AND OTHER COMMITTEES. Standing or special
committees may be appointed from its own number by the Board of Directors from
time to time and the Board of Directors may from time to time invest such
committees with such powers as it may see fit, subject to such conditions as may
be prescribed by the Board. An Executive Committee may be appointed by
resolution passed by a majority of the Whole Board of Directors, as such term is
defined in the Corporation's Articles of Incorporation. It shall have and
exercise all of the authority of the Board of Directors, except in reference to
amending the Articles of Incorporation or Bylaws (except as expressly permitted
by the Act), authorizing distributions (except that it may authorize or approve
a reacquisition of shares of capital stock of the Corporation or other
distribution if done according to a formula or method or within a range
prescribed by the Board of Directors), approving or proposing to stockholders
action required by law to be approved by stockholders, approving a plan of
merger not requiring stockholder approval, authorizing or approving the issuance
or sale or a contract for the sale of shares (except that it may authorize or
approve the issuance or sale or a contract for sale of shares of capital stock
of the Corporation, or determine the designation and relative rights,
preferences and limitations of a class or series of shares of capital stock of
the Corporation as prescribed by a resolution of the Board of Directors),
adopting, amending or repealing bylaws, or filling vacancies on the Board of
Directors or on any committee thereof. An Audit Committee may be appointed by a
resolution approved by a majority of the Whole Board of Directors, as such term
is defined in the Corporation's Articles of Incorporation and at least a
majority of the members of the Audit Committee shall be directors who are not
also officers of the Corporation. The Audit Committee shall recommend
independent auditors to the Board of Directors annually and shall review the
Corporation's budget, the scope and results of the audit performed by the
Corporation's independent auditors and the Corporation's system of internal
control with management and such independent auditors, and such other duties as
may be assigned to such Committee. All committees so appointed shall keep
regular minutes of the transactions of their meetings and shall cause them to be
recorded in books kept for that purpose in the office of the Corporation. The
designation of any such committee, and the delegation of authority thereto,
shall not relieve the Board of Directors, or any member thereof, of any
responsibility imposed by law.

          4.11 REMUNERATION. Directors, as such, may receive a stated salary for
their service, and by resolution of the Board of Directors, a fixed sum and
expenses of attendance, if any, may be allowed for attendance at each regular or
special meeting of such Board. Members of standing or special committees may be
allowed like compensation for attending committee meetings.

          4.12 ACTION BY DIRECTORS WITHOUT A MEETING. Any action required or
which may be taken at a meeting of the directors, or of a committee thereof, may
be taken without a meeting if a consent in writing, setting forth the action so
taken or to be taken, shall be signed by all of the directors, or all of the
members of the committee, as the case may be, and included in the minutes or
filed with the corporate records reflecting the action taken. Such consent shall
have the same effect as a unanimous vote.

          4.13 ACTION OF DIRECTORS BY COMMUNICATIONS EQUIPMENT. Any action
required or which may be taken at a meeting of directors, or of a committee
thereof, may be taken by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other at the same time. A director participating in the
meeting by this means is deemed to be present in person at the meeting.

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          4.14 NOMINATIONS. Nominations of candidates for election as directors
at any annual meeting of stockholders shall be made in the manner set forth in
the provisions of the Corporation's Articles of Incorporation, which provisions
are incorporated herein with the same effect as if they were set forth herein.

                                    ARTICLE V

                                    OFFICERS

          5.1  DESIGNATIONS.   The  officers  of  the  Corporation  shall  be  a
President,  a Secretary and such Vice  Presidents,  Assistant and Secretaries as
the Board may designate, each of whom shall be elected by a majority vote of the
Board of Directors for one year at their first meeting after the annual  meeting
of  stockholders,  and who shall hold office until their  successors are elected
and qualify. The Board of Directors may also designate the Chairman of the Board
as an  officer.  The  Board  of  Directors  also  may  elect  or  authorize  the
appointment  of such other  officers  as the  business  of the  Corporation  may
require. Any two or more office may be held by the same person.

          5.2 POWERS AND DUTIES. The officers of the Corporation shall have such
authority and perform such duties as the Board of Directors may from time to
time authorize or determine. In the absence of action of the Board of Directors,
the officers shall have such powers and duties as may be provided in these
Bylaws and as generally pertain to their respective offices. The Secretary of
the Corporation shall be responsible for preparing minutes of the directors' and
stockholders' meetings and for authenticating records of the Corporation.

          5.3 DELEGATION. In the case of absence or inability to act of any
officer of the Corporation and of any person herein authorized to act in his
place, the Board of Directors may from time to time elevate the powers or duties
of such officer to any other officer or any directors or other person whom it
may select.

          5.4 VACANCIES. Vacancies in any office arising from any cause may be
filled by a vote of a majority of the Whole Board of Directors, as such term is
defined in the Articles of Incorporation, at any regular or special meeting of
the Board.

          5.5 OTHER OFFICERS. Directors may appoint such other officers and
agents as it shall deem necessary or expedient, who shall hold their offices for
such terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the Board of Directors.

          5.6 TERM; REMOVAL. The officers of the Corporation shall hold office
until their successors are chosen and qualify. Any officer or agent elected or
appointed by the Board of Directors may be removed at any time, with or without
cause, by the affirmative vote of a majority of the Whole Board of Directors, as
such term is defined in the Corporation's Articles of Incorporation, but such
removal shall be without prejudice to the contract rights, if any, of the person
so removed.

                                   ARTICLE VI

                              DIVIDENDS AND FINANCE

          6.1 DIVIDENDS. Subject to the conditions and limitations imposed by
the Act, dividends may be declared by the Board of Directors and paid by the
Corporation.

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          6.2 RESERVES. There may be set aside out of the net earnings of the
Corporation such sum or sums as the directors from time to time in the absolute
discretion deem expedient as a reserve fund to meet contingencies or for any
other proper purpose.

          6.3 DEPOSITORIES. The monies of the Corporation shall be deposited in
the name of the Corporation in such financial institution or financial
institutions or trust company or trust companies as the Board of Directors shall
designate, and shall be drawn out only by check or other order for payment of
money signed by such persons and in such manner as may be determined by
resolution of the Board of Directors.

                                   ARTICLE VII

                                     NOTICES

          Except as may otherwise be required by law, any notice to any
stockholder or director may be delivered personally or by mail. If mailed, the
notice shall be deemed to have been delivered when deposited in the United
States mail, addressed to the addressee at his last known address in the records
of the Corporation, with postage thereon prepaid.

                                  ARTICLE VIII

                                      SEAL

          The corporate seal of the Corporation shall be in such form and bear
such inscription as may be adopted by resolution of the Board of Directors, or
by usage of the officers on behalf of the Corporation.

                                   ARTICLE IX

                                BOOKS AND RECORDS

          The Corporation shall keep correct and complete books and records of
account and shall keep minutes and proceedings of its stockholders and Board of
Directors; and it shall keep at its registered office or principal place of
business, or at the office of its transfer agent or registrar, a record of its
stockholders, giving the names and addresses of all stockholders and the number
and class of the shares held by each. Any books, records and minutes may be in
written form and any other form capable of being converted into written form
within a reasonable time.

                                    ARTICLE X

                            FISCAL YEAR; ANNUAL AUDIT

          The fiscal year of the Corporation shall end on the 31st day of
December each year. The Corporation shall be subject to an annual audit as of
the end of its fiscal year by independent public accountants appointed by and
responsible to the Board of Directors. The appointment of such accountants shall
be subject to annual ratification by the stockholders.

                                   ARTICLE XI

                PERSONAL LIABILITY OF DIRECTORS; INDEMNIFICATION

               (a) A director of the Corporation  shall not be personally liable
for  monetary  damages for action  taken,  or any failure to take  action,  as a
director,   to  the  extent  set  forth  in  the   Corporation's   Articles   of
Incorporation,  which provisions are incorporated herein with the same affect as
if they were set forth herein.

               (b) The Corporation shall indemnify any person who is a director,
agent, officer,  employee or agent of the Corporation to the extent set forth in
the Corporation's  Articles of Incorporation,  which provisions are incorporated
herein with the same affect as if they were set forth herein.

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                                   ARTICLE XII

                                   AMENDMENTS

          AMENDMENTS. These Bylaws may be altered, amended or repealed only in
the manner set forth in the Corporation's Articles of Incorporation, which
provisions are incorporated herein with the same effect as if they were set
forth herein. Action by the Board of Directors to adopt or amend a bylaw that
changes the quorum or voting requirement for stockholders must be approved by an
affirmative majority of votes entitled to be case on the matter. Action by the
Board of Directors to adopt or amend a bylaw that changes the quorum or voting
requirement for the Board of Directors shall meet the same quorum requirement
and be adopted by the same vote required to take action under the quorum and
voting requirement then in effect or proposed to be adopted, whichever is
greater.

As adopted on the 7th day of December 1994, amended on the 20th day of May
1997, amended on the 19th day of May, 1998, and amended again on the 23rd day
of November 1999.

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