Exhibit 3(i) 3(f)
                        STATE OF INDIANA

                OFFICE OF THE SECRETARY OF STATE
                         CERTIFICATE OF

                                

                     IRWIN UNION CORPORATION

    I,  LARRY  A.  CONRAD, Secretary of State  of  the  State  of
 Indiana,  hereby certify that Articles of Incorporation  of  the
 above Corporation, in the form prescribed by my office, prepared
 and signed in duplicate by the incorporator(s), and acknowledged
 and  verified  by  the same before a Notary  Public,  have  been
 presented  to me at my office accompanied by the fees prescribed
 by  law; that I have found such Articles conform to law; that  I
 have  endorsed  my approval upon the duplicate  copies  of  such
 Articles; that all fees have been paid as required by law;  that
 one  copy of such Articles has been filed in my office; and that
 the  remaining copy of such Articles bearing the endorsement  of
 my   approval  and  filing  has  been  returned  by  me  to  the
 incorporator(s)   or   his  (their)  representatives;   all   as
 prescribed  by the provisions of the Indiana General Corporation
 Act, as amended.

    Wherefore,   I   hereby  issue  to  such   Corporation   this
 Certificate  of  Incorporation, and  further  certify  that  its
 corporate existence has begun.

In Witness Whereof, I have hereunto set any hand and affixed the
seal of the State of Indiana, at the City of Indianapolis, this
31st day of May, 1972

      
                                      Larry  A. Conrad, Secretary
                                      of State

XXXPAGE 52XXX
                                

                    ARTICLES OF INCORPORATION
                               OF
                                
                      IRWIN UNION CORPORATION

     The undersigned incorporator or incorporators, desiring to
form a corporation (hereinafter referred to as the "Corporation")
pursuant to the provisions of the Indiana General Corporation
Act, as amended (herein. after referred to as the "Act,") execute
the following Articles of Incorporation.


                            ARTICLE I
                              Name

     The name of the Corporation is Irwin Union Corporation.

                           ARTICLE II

                            Purposes

     The purposes for which the Corporation is formed are:
The transaction of any and all lawful business for which
corporations May be incorporated under the Act, including by way
of illustration and not of limitation, the following:
XXXPAGE 53XXX

                                          Irwin Union Corporation

                           ARTICLE II

                            Purposes

     2.01.     To Act as Holding Company.  To purchase or
otherwise acquire, own and hold the stock of other corporations
and equity interests in other business entities and to direct the
operations of other corporations through the ownership of stock
therein and to direct the operation: of other business entities
through the ownership of equity interests therein.
     
      2.02.     Capacity to Act.  To have the capacity to act
 possessed by natural persons, but to have authority to perform
 only such acts as are necessary, convenient or expedient to
 accomplish the purposes for which it is formed and such as are
 not repugnant to law.
     
     2.03.     To Deal in Securities.  To acquire, by purchase,
subscription or otherwise and to receive, hold, own, guarantee,
sell, assign, exchange, transfer, mortgage, pledge or otherwise
dispose of or deal in and with any and all securities (as
hereinafter defined) issued or created by any corporation, firm,
organization, association or other entity, public or private,
whether formed under the laws of the United States of America or
any state or commonwealth thereof, or any foreign country, or by
any agency, subdivision, territory, dependency, possession or
municipality of any of the foregoing, and as owner thereof to
possess and exercise all of the rights, powers and privileges of
ownership, including the right to execute consents and vote
thereon.  The term "securities" as used herein shall mean any and
all notes, stocks, treasury stocks, bonds, debentures, evidences
of indebtedness, certificates of interest or participation in any
profit-sharing agreement, collateral trust certificates, pre-
organization certificates or subscriptions, transferable shares,
investment contracts voting trust certificates, certificates of
deposit for a security, fractional undivided interests in oil,
gas or other mineral rights or, in general, any interests or
instruments commonly known as securities or any and all
certificates of interest or participation in temporary or interim
certificates for, receipts for, guarantees of, or warrants or
rights to subscribe to or purchase any of the foregoing.
     
     2.04.     Investment Management. To make, establish and
maintain investments in securities, funds or properties of any
nature whatsoever and manage such funds; to do any and all acts
and things for the preservation, protection, improvement and
enhancement of the value of such property or securities or
designed to accomplish any such purposes.  To make investigations
as to the business affairs and property of corporations,
partnerships and various forms of business enterprises and to
make appraisals and valuations of all kinds and investigate and
render opinions as to the advisability from a financial
standpoint of creating, merging, combining or otherwise dealing
in business enterprise.
     
      Article II, Page One
XXXPAGE 54XXX
                                           Irwin Union Corporation
     
     
      2.05.     Creation of Corporations and Other Entities.  To
 cause to be organized under the laws of the United States of
 America or of any state, commonwealth, territory, dependency or
 possession thereof, or of any foreign country, or of any
 political subdivision, territory, dependency, possession or
 municipality thereof, one or more corporations, firms,
 organizations, associations or other entities, and to cause the
 same to be dissolved, wound up, liquidated, merged or
 consolidated.
     
      2.06.     To Deal in Good Will.  To acquire by purchase or
 exchange, or by transfer, or by merger or consolidation with,
 the Corporation of any corporation, firm, organization,
 association or other entity owned or controlled, directly or
 indirectly, by the Corporation, or otherwise to acquire the
 whole or any part of the business, good will, rights or other
 assets of any corporation, firm, organization, association or
 other entity and to undertake or assume in connection therewith
 the whole or any part of the liabilities and obligations thereof
 and to effect any such acquisition in whole or in part by
 delivery of cash or other property, including securities issued
 by the Corporation or by any other lawful means.
     
      2.07.     To Engage in Lending.  To make loans and give
 other forms of credit including, but not limited to, financing,
 factoring and leasing, with or without security, and to
 negotiate and make contracts and agreements in connection
 therewith and to sell and underwrite credit insurance and life,
 property and liability insurance, directly or through
 subsidiaries.
     
      2.08.  To Aid Subsidiaries.  To aid by loans, subsidy,
 guaranty or in any other lawful manner any corporation, firm,
 organization, association or other entity of which any
 securities (as that term is defined in section 2.03 hereof) are
 in any manner, directly or indirectly, held by the Corporation
 or in which the Corporation or any such corporation, firm,
 organization, association or entity may be or become otherwise
 interested; to guarantee the payment of dividends on any stock
 issued by any such corporation, firm, organization, association
 or entity; to guarantee or, to assume, with or without recourse
 against any such correlation, firm, organization, association or
 entity, to do any and all other acts and things for the
 enhancement, protection or preservation of any securities which
 are in any manner, directly or indirectly, held , guaranteed or
 assumed by the Corporation, and to do any and all acts and
 things designed to accomplish any such purpose.
     
      2.09.  To Provide Services.  To render service, assistance,
 counsel and advice to and act as representative or agent in any
 capacity, (whether managing, operating, financial, purchasing,
 selling, advertising or otherwise) for any corporation, firm,
 organization, association or other entity and to gather, compile
 and disseminate information, data and advice in respect to
 matters of commercial, financial, statistical and business
 nature and to act as consultants, counselors and advisors.
     
     
      Article II, Page Two
XXXPAGE 55XXX
     
                                           Irwin Union
                                           Corporation
     
     
     2.10.  To Deal in Real Estate.  To acquire by purchase,
exchange, lease as lessee, let as lessor, sell, convey, or
mortgage, whether alone or in conjunction with others, real
estate of every kind, including, without limiting the generality
of the foregoing, the design, development, management,
acquisition, and operation of commercial, mercantile and service
structures and facilities of every character, recreational
structures and facilities, residential properties and structures,
and mobile home parks.
     
     2.11.  To Deal in Personal Property.  To acquire (by
purchase, exchange, lease, hire or otherwise), hold, mortgage,
pledge, hypothecate, exchange, sell, deal in and dispose of, at
wholesale or retail, alone or in syndicates or otherwise in
conjunction with others, commodities or other personal property
of every kind, character and description and wherever situated,
and any interest therein.
     
     2.12.     To Deal in its Own Securities.  To acquire (by
purchase, exchange, lease, hire or otherwise), hold, sell,
transfer, reissue, or cancel its own shares, or any securities or
other obligations of the Corporation, in the manner and to the
extent now or hereafter permitted by the laws of Indiana, except
that the Corporation shall not use its funds or other assets for
the purchase of its own shares if such use would cause any
impairment of the capital of the Corporation, and except that its
own shares beneficially owned by the Corporation shall not be
voted directly or indirectly.
     
     2.13.     To Make Contracts.  To enter into, make, perform
and carry out, or cancel and rescind, contracts for any lawful
purposes to its business.
     
     12.14.  To Enter into Partnerships.  To enter into any
lawful arrangement for sharing profits, union of interest,
reciprocal association or cooperative association with any
corporation, association, partnership individual or other entity,
for the carrying on of any business, transaction, or venture,
which the Corporation is authorized to carry on or any business,
transaction, or venture deemed necessary, convenient or
incidental to carrying out of any of the purposes of the
Corporation.
     
     2.15.     To Engage in Business Generally.  To engage in any
commercial, financial, mercantile, industrial, manufacturing,
marine, exploration, mining, agricultural, research, licensing,
servicing or agency business not prohibited by law and any, some
or all of the foregoing.
     
     2.16.     To-Borrow Money.  To borrow money for any business
object or purpose of the Corporation from time to time without
limit as to amount, to issue any kind of indebtedness, whether or
not in connection with borrowing money, including evidences of
indebtedness convertible into stock of the Corporation, to secure
the payment of any evidence of indebtedness by the creation of
any interest in any of the property or rights of the Corporation,
whether at that time owned or thereafter acquired.
    
  

Article-II, Page Three
XXXPAGE 56XXX
     
                                               Irwin Union
                                           Corporation
     
     2.17.     To Execute Guarantees.  To make any guarantee
respecting stocks, dividends, securities, indebtedness, interest,
contracts or other obligations.
     
     2.18.     Stated Capital; Consideration for Shares.  To
determine the amount of the stated capital and increase or reduce
stated capital and determine the consideration to be received for
shares issued from time to time.
     
     2.19.  Rights, Privileges and Powers.  Subject to any
limitations or restrictions imposed by law or by these Articles
of Incorporation, to have and exercise all the rights, privileges
and powers specified in or permitted under the Indiana General
Corporation Act.
     
     2.20.  General Powers.  To do everything necessary, proper,
advisable or convenient for the accomplishment of any of the
purposes or the attainment of any of the objects of the
furtherance of any of the powers herein set forth and to do every
other act and thing incident thereto or connected therewith which
is not forbidden by the laws of the State of Indiana or by the
provisions of these Articles of Incorporation
     
     2.21.  Construction.  The foregoing sections shall be
construe as purposes as well as powers and the matters expressed
in each section shall, unless otherwise expressly provided, be in
no way limited by reference to or inference from the terms of any
other section, each of such sections being regarded as creating
independent purposes and powers The enumeration shall not be
construed as limiting or restricting in any manner either the
meaning or general terms used in any of the sections or the scope
of the general powers of the Corporation created thereby.  The
enumeration herein of any specific purposes or powers shall not
be held to limit or restrict in any manner the exercise by the
Corporation of the general powers now or hereafter conferred by
the laws of the state of Indiana nor shall the expression of one
thing be deemed to exclude another not expressed, whether or not
it be of like nature.  The titles contained herein are solely for
convenience and are not to be considered in construing the
various sections.
     
     2.22.  Limiting Clause.  Nothing in this article shall be
construed to authorize the conduct by the Corporation, directly
or indirectly, of a rural loan and savings association, credit
union or a banking, railroad, insurance, surety, trust, safe
deposit, mortgage guarantee or building and loan business or
receiving deposits or money, bullion or foreign coins or of
issuing bills, notes, or other evidences of debt or circulation
as money; provided, however, that the Corporation may own, create
or otherwise acquire all or part of the issued and outstanding
stock of corporations lawfully engaged in any of such activities.
                  




Article II, Page Four
XXXPAGE 57XXX 
                           ARTICLE III
                       Period of Existence

   The period during which the Corporation shall continue is perpetual.


                           ARTICLE IV
               Resident Agent and Principal Office

   Section 1. Resident Agent.  The name and address of the Resident Agent
   in charge of the Corporation's principal office is John A. Nash, 500
   Washington Street, Columbus, Indiana  47201.

   Section 2. Principal Office.  The post office address of the principal
   office of the Corporation is 500 Washington Street, Columbus, Indiana
   47201


                            ARTICLE V

                             Shares

   Section 1. Number.  The total number of shares which the Corporation has
authority to issue is 1,000 shares consisting of 500 common shares with the
par value of $10.00 per shares, and 500 preferred shares without par value.
   Section 2. Terms.
   
              (see attached)
   Section 3. Voting Rights.

              (sec attached)
XXXPAGE 58XXX
                     Irwin Union Corporation
                                
                            ARTICLE V

2.  Terms                     Shares

     5.20.     Classes.  The authorized shares of the Corporation
(the "Shares")shall be divided into two classes consisting of 500
common shares par value $10, (the "Common Shares") and 500
preferred shares without par value (the "Preferred Shares").
     
     5.21.       Rights.
     
          5.211.    Common Shares. -All Common Shares shall have
     the same rights and privileges.  Common Shareholders shall
     have no preemptive rights.
          
          5.212.    Preferred Shares.  The Board of Directors is
     expressly authorized at any time, and from time to time, by
     resolution, to determine and state the designations,
     relative rights, preferences, limitations and restrictions
     of any class or classes of Preferred Shares, or of any
     series of any class or classes thereof, and to authorize the
     issuance of such Preferred Shares upon compliance prior to
     the issuance of any such Preferred Shares with the
     applicable provisions of the Act.
     
     5.22.     Dividends.  Dividends or distributions may be
declared and paid upon outstanding Shares at the discretion of
the Board of Directors from time to time out of earned surplus or
capital surplus of the Corporation.  Dividends payable on the
Shares of any class of Shares or series thereof may be paid to
the holders of Shares of that or any other class of Shares or
series thereof.
     
     5.23.     Issuance of and Consideration for Shares.  Shares
may be issued for such consideration as may be fixed from time to
time by the Board of Directors, which consideration may be equal
to, less than or more than the par value thereof.  The judgment
of the Board of Directors as to (i) the value of any property or
services received in full or partial payment for Shares, and (ii)
as to the value of the corporate assets in the event of a Share
dividend, shall be conclusive.  When Shares are issued upon
payment of the consideration fixed by the Board of Directors,
such Shares shall be taken to be fully paid stock and shall be
nonassessable.
     
     5.24.     Partial Distributions.  The Board of Directors may
make distributions to Shareholders out of capital surplus from
time to time to the extent permitted by law.
     
     5.25.     Facsimile Signatures.  Facsimile signatures may be
used in lieu of the manual signature of an officer or director of
the Corporation.  In case any officer of director who has signed
or whose facsimile signature has been placed upon any share
certificate or other document issued by this Corporation shall
have ceased to be such an officer or director before such
certificate or other document is used , such certificate or other
document may be issued by
XXXPAGE 59XXX

the Corporation with the same effect as
if such person were an officer at the date of its issue.
     
    
     
Article V, Page One
XXXPAGE 60XXX
     
                                          Irwin Union Corporation
     
     5.26.     Transfer of Shares. Transfer of shares shall be
governed by the By-Laws of the Corporation subject to applicable
law.
     
3.   Voting Rights.
     
     5.30.       Voting Rights.
     
          5.301.  Common Shares.  Every holder of the Common
     Shares of the Corporation shall have the right at every
     Shareholders' meeting, to one vote for each Common Share
     standing in his name on the books of the Corporation.
          
          5.302.  Preferred Shares.  Holders of Preferred Shares
     shall have no right to vote upon any question except as
     shall be affirmatively provided in the Act, or in the
     remaining sections of this article.
     
     5.31.     No Greater Requirements.  Nothing in these
Articles shall be deemed to require any greater portion of the
Shares to concur in any action taken by the Shareholders than is
required by law.
     
     5.32.     Record Date.  The By-Laws may provide for a record
date for determining Shareholders entitled to receive payment of
dividend or for determining Shareholders for any other purpose.
     
     5.33.     Mergers and Consolidations.  Any class of Shares
of this Corporation shall be entitled to vote as a class if the
agreement of merger or consolidation contains any provision
which, if contained in a proposed amendment to the Articles of
Incorporation of the Corporation, would entitle such class of
Shares to vote as a class.
     
     5.34.     Voting on Special Corporate Transactions.  In
voting on adoption of any proposal for a special corporate
transaction or for dissolution of the Corporation, all Shares
shall vote as a single class and no Shares shall be entitled to
vote as a separate class.
     
     5.35.     Mergers With Subsidiaries.  Nothing herein
contained shall limit the power of the Corporation or prescribe
the procedures to be followed in any merger or consolidation of
any subsidiary of this Corporation, ninety-five percent (95%) (or
such lesser percentage as may hereafter be prescribed by law) or
more of the outstanding Shares of which subsidiary are owned by
this Corporation and any such merger or consolidation of any such
subsidiary may be accomplished by the Board of Directors of this
Corporation in the manner prescribed by law.
     
     5.36.  Class Voting.  If the holders of any class of Shares
are entitled to vote as a class, the proposal shall be adopted
upon receiving the affirmative vote of the holders of at least a
majority (or such greater proportion as these Articles of
Incorporation may require)  of the Shares of each class of Shares
entitled to vote thereon as a class and of the total Shares
entitled to vote thereon.

Article V, Page Two
XXXPAGE 61XXX
                           ARTICLE VI
              Requirements Prior To Doing Business

   The Corporation will not commence business until consideration of the
value of at least $1,000.00 (one thousand dollars) has been received for
the issuance of shares.


                           ARTICLE VII
                           Director(s)
   Section 1.  Number of Directors.  The initial Board of Directors is
composed 3 member(s).  The number of directors may be from time to time
fixed by the By-Laws of the Corporation at any number.  In the absence of a
By-Law fixing the number of directors, the number shall be three.

   Section 2. Names and Post Office Addresses of the Director(s).  The
name(s) and post office addressees) of the initial Board of Director(s) of
the Corporation is (are):

  Name       Number and Street or Building        City      State    Zip Code

      Paul N. Dinkins    500 Washington Street    Columbus, Indiana   47201

      John A. Nash       500 Washington Street    Columbus, Indiana   47201

      Greg W. Rush       500 Washington Street    Columbus, Indiana   47201

      
      Section 3.  Qualifications of Directors. (If Any)
      
No qualifications are prescribed by these Articles.

XXXPAGE 62XXX
                          ARTICLE VIII
                         Incorporator(s)

      The name(s) and post office addressees) of the incorporator(s) of the

      Corporation is (are):

   Name          Number and Street or Building    City      State    Zip Code

     Irwin Miller    301 Washington Street      Columbus, Indiana  47201

     Paul N. Dinkins 500 Washington Street      Columbus, Indiana  47201

     John A. Nash    500 Washington Street      Columbus, Indiana  47201



                           ARTICLE IX
              Provisions for Regulation of Business
              and Conduct of Affairs of Corporation
                                
                          (see attached)
XXXPAGE 63XXX
                                               Irwin Union Corporation

                           ARTICLE IX

              Provisions for Regulation of Business
              and Conduct of Affairs of Corporation

     9.01.     Code of By-Laws.  The Board of Directors of the
Corporation shall have power, without the assent of the
Shareholders, to make, alter, amend or repeal the Code of By-Laws
of the Corporation, but the affirmative vote of a majority of the
members of the Board of Directors for the time being shall be
necessary to make such Code or to effect any alteration,
amendment or repeal thereof.  All provisions for the regulation
of business and management of the affairs of the Corporation
shall be stated in the By-Laws.
     
     9.02.     Meetings of Shareholders.  Meetings of the
Shareholders of the Corporation shall be held at such place
within or without the State of Indiana as may be specified in the
respective notices or waiver: of notice thereof or as specified
in the By-Laws.
     
     9.03.     Meetings of Directors.  Meetings of the Board of
Directors and committees thereof of the Corporation shall be held
at such place within or without the State of Indiana as may be
specified in the respective notices or waivers of notice thereof
or as specified in the By-Laws.  The By-Laws shall prescribe the
manner in which notice of such meetings may be given and the time
before such meeting in which such notice shall be given, unless
waived.
     
     9.04.     Interest of Directors in Contracts.  Any contract
or other transaction between the Corporation and any corporation
in which this Corporation owns all or a part of the capital stock
shall be valid and binding notwithstanding the fact that the
officers and/or directors executing the contract on behalf of
this Corporation are the same or a majority of them are the same
or the participating directors or officers are the same.  With
the exception provided above, any contract or other transaction
between the Corporation and any one or more of its directors or
between the Corporation and any firm of which one or more of its
directors are members or employees or in which they are
interested or between the Corporation and any corporation or
association in which one or more of its directors are
stockholders, members, directors, officers or employees or in
which they are interested, shall be valid for all purposes
notwithstanding the presence of such director or directors at the
meeting of the Board of Directors which acts upon or in reference
to such contract or transaction and notwithstanding his or their
participate in such action if the fact of such interest shall be
disclosed or known to the Board of Directors and the Board of
Directors shall authorize, approve and ratify such contract or
transaction by a vote of the majority of the directors present,
such interested director or directors to be counted in
determining whether a quorum is present but not to be counted in
calculating the majority of such quorum necessary to carry such
vote.  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.
     
     
     
     Article IX, Page One
XXXPAGE 64XXX     
                                        Irwin Union Corporation
     
     9.05.     Indemnification of Directors, Officers and
     Employees.
     
          9.051.  "Liability;" "Expense;" As used in this section
     9.05 the terms "liability" and "expense" shall include but
     shall not be limited to attorneys' fees and disbursements
     and amounts of judgment, fines or penalties against and
     amounts paid in settlement by the directors, officers or
     employees.
          
          9.052.  "Claim." As used in this section 9.05, the term
     "claim" 'shall include: (i) any claim, action, suit or
     proceeding, whether actual or threatened, brought by or in
     the right of this Corporation or another corporation or
     otherwise, civil, criminal or administrative or in
     connection with an investigation or appeal relating thereto,
     (ii) against a person who is or was a director, officer or
     employee of this Corporation or a person who was serving as
     a director, officer or employee of any other corporation at
     the request of this Corporation, and (iii) which is asserted
     against or threatened against him, as a party or otherwise,
     by reason of his having been a director, officer or employee
     of this Corporation or such other corporation or by reason
     of any past or future action taken or not taken in his
     capacity as such director, officer or employee, whether or
     not he continues to be such at the time the claim is
     asserted or threatened.
          
          9.053.  Indemnity.  Any such director, officer or
     employee who has been wholly successful on the merits or
     otherwise with respect to any claim of the character
     described herein shall be entitled to indemnification as of
     right.  Except as provided in the preceding sentence, any
     indemnification hereunder shall be made at the discretion of
     the Corporation but only if (i) the Board of Directors
     acting by a quorum consisting of directors who are not
     parties to or who have been wholly successful with respect
     to such claim, action, suit or proceeding shall find that
     the person to be indemnified acted in good faith in what he
     reasonably believed to be the best interests of this
     Corporation or such other corporation, as the case may be,
     and, in addition, in any criminal action or proceeding
     (which shall not be deemed to include civil, administrative
     or investigative actions or proceedings in which conduct
     which violates a criminal statute is alleged) he had no
     reasonable cause to believe that his conduct was unlawful,
     or (ii) independent legal counsel (who may be regular
     counsel of the Corporation) shall deliver to it its written
     opinion that the person to be indemnified so acted.






Article IX, Page Two
XXXPAGE 65XXX               
                                           Irwin Union Corporation
               
               9.054.  No Presumption.  The termination of any
          claim by judgment, settlement (whether with or without
          court approval)or conviction or upon a plea of guilty
          or of nolo contendere or its equivalent shall not
          create a prescription that the person to be indemnified
          did not meet the standard of conduct set forth in
          section 9.053.
               
               9.055.  Several Claims.  If several claims, issues
          or matters of ac ion are involved, any such person may
          be entitled to indemnification as to some matters even
          though he ! is not entitled as to other matters.
               
               9.056.  Advances.  The Corporation may advance
          expenses @to or, where appropriate, may at its expense
          undertake the ,defense of any such director, officer or
          employee upon receipt of an undertaking by or on behalf
          of such person to repay such expenses if it should
          ultimately be determined that he is not entitled to
          indemnification under this section 9.05.
               
               9.057.  Applicability.  The provisions of this
          section 9.05shall be applicable to claims, actions,
          suits or proceedings made or commenced after the
          adoption hereof, whether arising from acts or omissions
          to act during, before or after the adoption hereof.
               
               9.058.  Extent of Rights.  The rights of
          indemnification provided hereunder shall be in addition
          to any rights to which any person concerned may
          otherwise be entitled by contract or as a matter of law
          and shall inure to the benefit of the heirs, executors
          and administrators of any such person.
               
     9.59.     Insurance.  The Corporation may purchase and maintain
       insurance on behalf of any person who is or was a director,
       officer, employee or agent of the Corporation or is or was
       serving at the request of the-Corporation as a director, officer,
       employee or agent of another corporation against any liability
       asserted against him and incurred by him in any capacity or
       arising out of his status as such, whether or not the Corporation
       would have the power to indemnify him against such liability
       under the provisions of this section 9.05 or otherwise

     9.06.  Abandoned Property.  After it remains unclaimed for a
period of six years, any stock or other certificate of ownership,
or any dividend, profit, distribution, interest, payment or
principal or other property held by this Corporation or owing by
this Corporation for the six consecutive years last passed shall
revert to and become the property of this Corporation.  The
secretary shall prepare a written claim of the Corporation to
such fund, claim, income or property before the end of the
seventh year after its appropriate due date,, distribution date
or delivery date.
     
Article IX, Page Three
XXXPAGE 66XXX     
                                         Irwin union Corporation
     
     9.07.     Partnerships.  The Board of Directors shall have
the power to authorize the Corporation to enter into partnerships
or any other lawful arrangement for the sharing of profits, union
of interest, reciprocal association, cooperative association,
partnership, joint venture or syndicate with any corporation,
association, partnership, individual, firm or other legal entity
for the purpose of carrying on any lawful business.
     
     9.08. Committees.  The By-Laws may provide for an executive
committee and other committees, which shall have the fullest
authority to act for the Board of Directors permitted under the
laws of Indiana.
     
     9.09.  Removal of Directors.  The Shareholders shall have no
power to remove directors during their terms of office.  Any
director may be removed for specific cause found and determined
by a vote of not less than two-thirds (2/3) of the entire Board
of Directors at any time.
     
     9.10.  Term of Directors.  When the Board of Directors
consist of nine (9) or more directors, the By-Laws may specify
that the director shall be apportioned into two or more classes
whose terms of office shall expire at different times, but no
term shall continue longer than three (3) years.
     
     9.ll.  Amendment of Articles of Incorporation.  The
Corporation reserves the right to alter, amend and repeal any
provisions contained in these Articles of Incorporation in the
manner now or hereafter prescribed by the provisions of the Act
or any other pertinent enactment of the General Assembly of the
State of Indiana and all rights and powers conferred hereby on
Shareholders, directors and officers of the Corporation are
subject to such reserved right.
     







Article IX, Page Four
XXXPAGE 67XXX
 
   IN WITNESS WHEREOF, the undersigned, being the incorporator(s)
   designated in Article VIII, execute these Articles of Incorporation and
   certify to the truth of the facts herein stated, this 30th day of May,
   1972.



/s/ Irwin Miller                        Paul N. Dinkins
-------------------------               -----------------------
Irwin Miller                            Paul N. Dinkins
-------------------------               -----------------------

                                        /s/ John A. Nash
                                        -----------------------


STATE OF INDIANA
                    ss:
COUNTY OF Bartholomew

     I, the undersigned, a Notary Public duly commissioned to take
acknowledgments and administer oaths in State of Indiana, certify that John
A. Nash being one of the incorporator(s) referred to in Article VIII of the 
foregoing Articles of Incorporation, personally appeared before me; 
acknowledged the execution thereof; and swore to the truth of the facts 
therein stated.


   Witness my hand and Notarial Seal this 30 day of May, 1972

                                           /s/ Antoinette Frenzer
                                           -----------------------------
                                           Antoinette Frenzer
                                           --------------------------------
                                           (Printed Signature)


My Commission Expires:                            Notary Public

December 23, 1972

This instrument was prepared by Donald W. Buttrey, Stephen J. Dutton,
Attorneys at Law,

McHALE, COOK & WELCH, 906 Chamber of Commerce Building, Indianapolis,
Indiana 46204

XXXPAGE 68XXX

                        STATE OF INDIANA
                OFFICE OF THE SECRETARY OF STATE
        CERTIFICATE OF AMENDED ARTICLES OF INCORPORATION
                               OF
                     IRWIN UNION CORPORATION



I, Larry A. Conrad, Secretary of the State of Indiana, hereby certify that
Amended Articles of Incorporation for the above Corporation, in the form
prescribed bv my office, prepared and signed in duplicate in accordance
with "An Act concerning domestic and foreign corporations for profit,
providing penalties for the violation hereof, and repealing all laws or
parts of laws in conflict herewith," approved March 16, 1929, and Acts
supplemental thereto.

   Whereas,  upon  due  examination, I find that the  Amended  Articles  of
Incorporation  conform  to  law, and have endorsed  my  approval  upon  the
duplicate copies of such Articles; that all fees have been paid as required
by  law;  that  one  copy of such Articles bearing the  endorsement  of  my
approval and filing has been returned by me to the Corporation.


                              In  Witness Whereof, I have hereunto  set  my
                              hand   and  affixed the seal of the State  of
                              Indiana  at  the  City of Indianapolis,  this
                              29th day of December, 1972.
                              
                              
                              Larry A. Conrad, Secretary of State

XXXPAGE 69XXX


                     
                AMENDED ARTICLES OF INCORPORATION
                               OF
                     Irwin Union Corporation

     The undersigned officers of Irwin Union Corporation
(hereinafter referred to as the "Corporation") existing pursuant
to the provisions of The Indiana General Corporation Act, as
amended (hereinafter referred to as the "Act"), desiring to give
notice of corporate action effectuating certain Amendments of its
Articles of Incorporation by the adoption of new Amended Articles
of Incorporation to supersede and take the place of its
heretofore existing Articles of Incorporation, certify the
following facts:


                            ARTICLE I

                  Text of the Amended Articles

   The exact text of the entire Articles of Incorporation of the
Corporation, as amended (hereinafter referred to as the "Amended
Articles"), now is as follows:


                     See Exhibit A attached.

                                
XXXPAGE 70XXX
                                

                           ARTICLE III
                       Period of Existence

    The period during which the Corporation shall continue is Perpetual.

                           ARTICLE IV
               Resident Agent and Principal Office

     Section 1.  Resident Agent.  The name and address of the
Resident Agent in charge of the Corporation's principal office is
John A. Nash, 500 Washington Street, Columbus, Indiana  47201

     Section 2. Principal Office.  'Me post office address of the
principal office of the Corporation is 500 Washington Street,
Columbus, Indiana  47201

                            ARTICLE V
                             Shares
     Section 1. Number.  The total number of shares which the
Corporation has authority to issue consisting of 500,000 common
shares with the par value of $10.00 per shares, and 50,000
preferred shares without par value.


   Section 2. Terms.

              (see attached)

   Section 3. Voting Rights.

              (see attached)
XXXPAGE 71XXX

                                        Irwin Union Corporation

                              ARTICLE V

 2. Terms                     Shares

     5.20.     Classes.  The authorized shares of the Corporation
(the "Shares")shall be divided into two classes consisting of
500,000 common shares, par value $10, (the "Common Shares") and
50,000 preferred, shares without par value (the "Preferred
Shares").

     5.21. Rights.

                5.211.    Common Shares.  All Common Shares shall
           have the same rights and privileges.  Common
           Shareholders shall have no preemptive rights.

                5.212.    Preferred Shares.  The Board of
           Directors is expressly authorized at any time, and
           from time to time, by resolution, to determine and
           state the designations, relative rights, preferences,
           limitations and restrictions of any class or classes
           of Preferred Shares, or of any series of any class or
           classes thereof, and to authorize the issuance of such
           Preferred Shares upon compliance prior to the issuance
           of any such Preferred Shares with the applicable
           provisions of the Act.

    5.22.Dividends.  Dividends or distributions may be declared
and paid upon outstanding Shares at the discretion of the Board
of Directors from time to time out of earned surplus or capital
surplus of the Corporation.  Dividends payable on the Shares of
any class of Shares or series thereof may be paid to the holders
of Shares of that or any other class of Shares or series thereof.

     5.23.     Issuance of and Consideration for Shares.  Shares
may be issued for such consideration as may be fixed from time to
time by the Board of Directors, which consideration may be eaual
to, less than or more than the par value thereof.  The judgment
of the Board of Directors as to (i) the value of any property or
services received in full or partial payment for Shares, and (ii)
as to the value of the corporate assets in the event of a Share
dividend, shall be conclusive.  When Shares are issued upon
payment of the consideration fixed by the Board of Directors,
such Shares shall be taken to be fully paid stock and shall be
nonassessable.

     5.24.     Partial Distributions.  The Board of Directors may
make distributions to Shareholders out of capital surplus from
time to time to the extent permitted by law.

     5.25.     Facsimile Signatures.  Facsimile signatures may be
used in lieu of the manual signature of an officer or director of the
Corporation.  In case any officer or director who has signed or whose
facsimile signature has been placed upon any share certificate or
other document issued by this Corporation shall have ceased to be
such an officer or director before such certificate or other
document is used, such certificate
XXXPAGE 72XXX

or other document may beissued by the Corporation with the same effect 
as if such person were an officer at the date of its issue.



Article V, Page One
XXXPAGE 73XXX

                                          Irwin Union Corporation

     5.26.     Transfer of Shares.  Transfer of Shares shall be
governed by the By-Laws of the Corporation subject to applicable
law.

3.  Voting Rights

     5.30.     Voting Rights.

               5.301.    Common Shares.  Every holder of the
          Common Shares of the Corporation shall have the right
          at every Shareholders' meeting, to one vote for each
          Common Share standing in his name on the books of the
          Corporation.

               5.302.    Preferred Shares.  Holders of Preferred
          Shares shall have no right to vote upon any question
          except as shall be affirmatively provided in the Act,
          or in the remaining sections of this article.

     5.31.     No Greater Requirements.  Nothing in these
Articles shall be deemed to require any greater portion of the
Shares to concur in any action taken by the Shareholders than is
required by law.

     5.32.     Record Date.  The By-Laws may provide for a record
date for determining Shareholders entitled to receive payment of
any dividend or for determining Shareholders for any other
purpose.

     5.33.     Mergers and Consolidations.  Any class of Shares
of this Corporation shall be entitled to vote as a class if the
agreement of merger or consolidation contains any provision
which, if contained in a proposed amendment to the Articles of
Incorporation of the Corporation, would entitle such class of
Shares to vote as a class.

     5.34.     Voting on Special Corporate Transactions.  In
voting on adoption of any proposal for a special corporate
transaction or for dissolution of the Corporation, all Shares
shall vote as a single class and no Shares shall be entitled to
vote as a separate class.

     5.35.     Mergers With Subsidiaries.  Nothing herein
contained shall limit the power of the Corporation or prescribe
the procedures to be followed in any merger or consolidation of
any subsidiary of this Corporation, ninety-five percent (95%) (or
such lesser percentage as may hereafter be prescribed by law) or
more of the outstanding Shares of which subsidiary are owned by
this Corporation and any such merger or consolidation of any such
subsidiary may be accomplished by the Board of Directors of this
Corporation in the manner prescribed by law.

     5.36.     Class Voting.  If the holders of any class of
Shares are entitled to vote as a class, the proposal shall be
adopted upon receiving the affirmative vote of the holders of at
least a majority (or such greater proportion as these Articles of
Incorporation may require) of the Shares of each class of Shares
entitled to vote thereon as a class and of the total Shares
entitled to vote thereon.

Article V, Page Two
XXXPAGE 74XXX

                           ARTICLE VI
              Requirements Prior To Doing Business
                               
The stated capital of the Corporation is at least $1000.00.

                           ARTICLE VII
                           Director(s)

   Section 1. Number of Directors.  The Board of Directors is composed of
 16 member(s) The number of directors may be from time to time fixed by the
 By-Laws of the Corporation at any number.  In the absence of a By-Law
 fixing the number of directors, the number shall be sixteen.

    Section 2. Names and Post Office Addresses of the Director(s).  The
 name(s) and post office addressees) Of the Board of Director(s) of the
 Corporation (are):

     Name Number and Street or Building city State Zip Code
     Eugene I. Anderson   500 Washington Street, Columbus, Indiana 47201
     Paul N. Dinkins      500 Washington Street, Columbus, Indiana 47201
     George Doup          500 Washington Street, Columbus, Indiana 47201
     Edward E. Edwards    500 Washington Street, Columbus, Indiana 47201
     Harry J. Embry      500 Washington Street, Columbus, Indiana 47201
     Lowell E. Engelking 500 Washington Street, Columbus, Indiana 47201
     Frank C. Forster    500 Washington Street, Columbus, Indiana 47201
     Clarence 0. Hamilton     500 Washington Street, Columbus, Indiana 47201
     William R. Laws, Jr.     500 Washington Street, Columbus, Indiana 47201
     Irwin Miller        301 Washinqton Street, Columbus, Indiana 47201
     John A. Nash        500 Washington Street, Columbus, Indiana 47201
     Paul H. Pardieck    500 Washington Street, Columbus, Indiana 47201
     Charles A. Rau      500 Washington Street, Columbus, Indiana 47201
     Carl M. Reeves      500 Washington Street, Columbus, Indiana 47201
     Albert H. Schumaker 500 Washington Street, Columbus, Indiana 47201
     E.   Don Tull            500 Washington Street, Columbus, Indiana 47201

           Section 3. Qualifications of Directors. (If Any)
     
     No qualifications are prescribed by these Articles.
XXXPAGE 75XXX

                          ARTICLE VIII
                          Incorporators

    The name(s) and post office addressees) of the    of the
    Corporation (are): President and Executive Vice President,
    Secretary
Name            Number and Street or Building     City       State  Zip Code

Paul N. Dinkins 500 Washington Street,            Columbus,  Indiana 47201
  (President)

 John A. Nash   500 Washington Street,             Columbus,  Indiana 47201
 (Executive Vice President, Secretary)
 
                           ARTICLE IX
              Provisions for Regulation of Business
              and Conduct of Affairs of Corporation

                         (See attached)
XXXPAGE 76XXX

                                          Irwin Union Corporation

                           ARTICLE IX

              Provisions for Regulation of Business
              and Conduct of Affairs of Corporation

          9.01.     Code of By-Laws.  The Board of Directors of
the Corporation shall have power, without the assent of the
Shareholders, to make, alter, amend or repeal the Code of By-Laws
of the Corporation, but the affirmative vote of a majority of the
members of the Board of Directors for the time being shall be
necessary to make such Code or to effect any alteration,
amendment or repeal thereof.  All provisions for the regulation
of business and management of the affairs of the Corporation
shall be stated in the By-Laws.

          9.02.     Meetings of Shareholders.  Meetings of the
Shareholders of the Corporation shall e held at such place within
or without the State of Indiana as may be specified in the
respective notices or waivers of notice thereof or as specified
in the By-Laws.

          9.03.     Meetings of Directors.  Meetings of the Board
of Directors and committees thereof of the Corporation shall be
held at such place within or without the State of Indiana as may
be specified in the respective notices or waivers of notice
thereof or as specified in the By-Laws.  The By-Laws shall
prescribe the manner in which notice of such meetings may be
given and the time before such meeting in which such notice shall
be given, unless waived.

          9.04.     Interest of Directors in Contracts.  Any
contract or other transaction between the Corporation and any
corporation in which this Corporation owns all or a part of the
capital stock shall be valid and binding notwithstanding the fact
that the officers and/or directors executing the contract on
behalf of this Corporation are the same or a majority of them are
the same or the participating directors or officers are the same.
With the exception provided above, any contract or other
transaction between the Corporation and any one or more of its
directors or between the Corporation and any firm of which one or
more of its directors are members or employees or in which they
are interested or between the Corporation and any corporation or
association in which one or more of its directors are
stockholders, members, directors, officers or employees or in
which they are interested, shall be valid for all purposes
notwithstanding the presence of such director or directors at the
meeting of the Board of Directors which acts upon or in reference
to such contract or transaction and notwithstanding his or their
participation such action if the fact of such interest shall be
disclosed or known to the Board of Directors and the Board of
Directors shall authorize, approve and ratify such contract or
transaction by a vote of the majority, of the directors present,
such interested director or directors to be counted in
determining whether a quorum is present but not to be counted in
calculating the majority of such quorum necessary to carry such
vote.  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.


Article IX, Page One
XXXPAGE 77XXX
                                         Irwin Union Corporation

       9.05.     Indemnification of Directors, Officers and
       Employees.

          9.051.    "Liability;" "Expense;" As used in this
     section 9.05 The terms "liability" and "expense" shall
     include but shall not be limited to attorneys' fees and
     disbursements and amounts of judgment, fines or penalties
     against and amounts paid in settlement by the directors,
     officers or employees.

          9.052.    "Claim." As used in this section 9.05, the
     term "claim" shall include: (i) any claim, action, suit or
     proceeding, whether actual or threatened, brought by or in
     the right of this Corporation or another corporation or
     otherwise, civil, criminal or administrative or in
     connection with an investigation or appeal relating thereto,
     (ii) against a person who is or was a director, officer or
     employee of this Corporation or a person who was serving as
     a director, officer or employee of any other corporation at
     the request of this Corporation, and (iii) which is asserted
     against or threatened against him, as a party or otherwise,
     by reason of his having been a director, officer or employee
     of this Corporation or such other corporation or by reason
     of any past or future action taken or not taken in his
     capacity as such director, officer or employee, whether or
     not he continues to be such at the time the claim is
     asserted or threatened.

          9.053.    Indemnity.  Any such director, officer or
     employee who has been wholly successful on the merits or
     otherwise with respect to any claim of the character
     described herein shall be entitled to indemnification as of
     right.  Except as provided in the preceding sentence, any
     indemnification hereunder shall be made at the discretion of
     the Corporation but only if (i) the Board of Directors
     acting by a quorum consisting of directors who are not
     parties to or who have been wholly successful with respect
     to such claim, action, suit or proceeding shall find that
     the person to be indemnified acted in good faith in what he
     reasonably believed to be the best interests of this
     Corporation or such other corporation, as the case may be,
     and, in addition, in any criminal action or proceeding
     (which shall not be deemed to include civil, administrative
     or investigative actions or proceedings in which conduct
     which violates a criminal statute is alleged) he had no
     reasonable cause to believe that his conduct was unlawful,
     or (ii) independent legal counsel (who may be regular
     counsel of the Corporation) shall deliver to it its written
     opinion that the person to be indemnified so acted..





Article IX, Page Two
XXXPAGE 78XXX
                                   Irwin Union Corporation

          9.054.    No Presumption.  The termination of any claim
     by judgment, settlement (whether with or without court
     approval)or conviction or upon a plea of guilty or of nolo
     contendere or its equivalent shall not create 8L
     prescription that the person to be indemnified did not meet
     the standard of conduct set forth in section 9.053.

          9.055.    Several Claims.  If several claims, issues or
     matters of ac ion are involved, any such person may be
     entitled to indemnification as to some matters even though
     he is not entitled as to other matters.

          9.056.    Advances.  The Corporation may advance
     expenses to or, where appropriate, may at its expense
     und4rtake the defense of any such director, officer or
     employee upon receipt of an undertaking by or on behalf of
     such person to repay such expenses if it should ultimately
     be determined that he is not entitled to indemnification
     under this section 9.05.

          9.057.    Applicability.  The provisions of this
     section
     9.05 shall be applicable to claims, actions, suits or
     proceedings made or commenced after the adoption hereof,
     whether arising from acts or omissions to act during, before
     or after the adoption hereof.

          9.058.    Extent of Rights  The rights of
     indemnification provided hereunder shall be in addition to
     any rights to which any person concerned Pay otherwise be
     entitled by contract or as a matter of law and shall inure
     to the benefit of the heirs, executors and administrators of
     any such person.

          9.059.    Insurance.  The Corporation may purchase and
     maintain insurance on behalf of any person who is or was a
     director, officer, employee or agent of the Corporation or
     is or was serving at the request of the Corporation as a
     director, officer, employee or agent of another corporation
     against any liability asserted against him and incurred by
     him in any capacity or arising out of his status as such,
     whether or not the Corporation would have the power to
     indemnify him against such liability under the provisions of
     this section 9.05 or otherwise.








Article IX, Page Three
XXXPAGE 79XXX
                                          Irwin Union Corporation

       9.06.   Partnerships.  The Board of Directors shall have
the power to authorize the Corporation to enter into partnerships
or any other lawful arrangement for the sharing of profits, union
of interest, reciprocal association, cooperative association,
partnership, joint venture or syndicate with any corporation,
association, partnership, individual, firm or other legal entity
for the purpose of carrying on any lawful business.

       9.07.   Committees.  The By-Laws may provide for an
executive committee and other committees, which shall have the
fullest authority to act for the Board of Directors permitted
under the laws of Indiana.

       9.08.   Removal of Directors.  The Shareholders shall have
no power to remove directors during their terms of office.  Any
director may be removed for specific cause found and determined
by a vote of not less than two-thirds (2/3) of the entire Board
of Directors at any time.

       9.09.   Term of Directors.  When the Board of Directors
consists of nine (9) or more directors, the By-Laws may specify
that the director shall be apportioned into two or more classes
whose terms of office shall expire at different times, but no
term shall continue longer than three (3) years.

       9.10.   Amendment of Articles of Incorporation.  The
Corporation reserves the right to alter, amend and repeal any
provisions contained in these Articles of Incorporation in the
manner now or hereafter prescribed by the provisions of the Act
or any other pertinent enactment of the General Assembly of the
State of Indiana and all rights and powers conferred hereby on
Shareholders, directors and officers of the Corporation are
subject to such reserved right.








Article IX, Page Four
XXXPAGE 80XXX

                           ARTICLE 11

                   Manner of Adoption and Vote

(b) By written consent executed on December 18, 1972 signed by all of the
members of the Board of Directors of the Corporation entitled to vote in
respect of the Amended Articles, that the provisions and terms of Articles
V & IX of its Articles of Incorporation be amended so as to read as set
forth in the amended Articles, and a meeting of such Shareholders was
called to be held January 2, 1973, to adopt or reject the Amended Articles
unless the same were so approved prior to such date by unanimous written
consent.


   Section 2. Action by Shareholders (select appropriate paragraph) (b) By
   written consent executed on December 18, 1972, signed by the holders to
   500 common shares of the Corporation, being all of the shares of the
   Corporation entitled to vote in respect of the Amendments, the
   Shareholders adopted the Amended Articles.
XXXPAGE 81XXX

   Section 3. Compliance With Legal Requirements

   The manner of the adoption of the Amended Articles, and the vote by
which they were adopted, constitute full legal compliance with the
provisions of the Acts, the Articles of Incorporation, and the By-Laws of
the Corporation.



                           ARTICLE III
             Statement of Changes Made With Respect
          To the Number of Shares Heretofore Authorized

Section 1, of Article V of the Articles of Incorporation was amended to
increase the number of authorized shares from 1,000 authorized shares to
550,000 authorized shares, consisting of 500,000 common shares with the par
value of $10 per share, and 50,000 preferred shares without par value.
XXXPAGE 82XXX

   IN WITNESS WHEREOF, the undersigned officers execute these Amended
   Articles of Incorporation of the Corporation and certify to the truth of
   the facts herein stated, this 18th day of December, 1972,

/s/ Paul N. Dinkins                /s/ John A. Nash
-------------------                ----------------
(Written Signature)               (Written Signature)

Paul N. Dinkins                    John A. Nash
----------------                   --------------------
(Printed Signature)                (Printed Signature)

President of                       Secretary of
Irwin Union Corporation            Irwin Union Corporation


STATE OF INDIANA

COUNTY OF BARTHOLOMEW


I, the undersigned, a Notary Public duly commissioned to take
acknowledgements and administer oaths in the State of Indiana, certify that
Paul N. Dinkins ,the President and John A. Nash, the Secretary of Irwin 
Union Corporation, the officers executing the foregoing Amended Articles of 
Incorporation, personally appeared before me, acknowledged the execution 
thereof; and swore to the truth of the facts herein stated.


Witness my hand and Notarial Seal this 18th day of December, 1972.

                                   /s/  Antoinette Frenzer
                                   ------------------------
                                   (written Signature)
                                   
                                   
                                   Antoinette Frenzer
                                   ------------------------
                                   (Printed Signature)


My Commission Expires:             Notary Public
December 23, 1976
                                                
This instrument was prepared by Donald W. Buttrey, Stephen J. Dutton
Randolph L. Seger Attorneys at Law, McHalle, Cook & Welch, 906 Chamber of
Commerce Building, Indianapolis, Indiana  46204
XXXPAGE 83XXX

                          STATE OF INDIANA
                OFFICE OF THE SECRETARY OF STATE
                    CERTIFICATE OF AMENDMENT
                               OF
                     IRWIN UNION CORPORATION


    I,  LARRY  A.  CONRAD, Secretary of State  of  the  Slate  of
Indiana, hereby certify that Articles of Amendment for the  above
Corporation,  in the form prescribed by my office,  prepared  and
signed  in  duplicate  in  accordance  with  "An  Act  concerning
domestic and foreign corporations for profit, providing penalties
for the violation hereof, and repealing all laws or parts of laws
in   conflict  herewith,"  approved  March  16,  1929,  and  Acts
supplemental thereto.

The Amendment: The exact text of Article V, Section I and Section
5.20

    Whereas,  upon due examination, I find that the  Articles  of
Amendment conform to law, and have endorsed my approval upon  the
duplicate  copies of such Articles; that all fees have been  paid
as required by law; that one copy of such Articles has been filed
in  my  office;  and  that the remaining copy  of  such  Articles
bearing  the  endorsement  of my approval  and  filing  has  been
returned by me to the Corporation.


                                   In  Witness  Whereof,  I  have
                                   hereunto   set  my  hand   and
                                   affixed the seal of the  State
                                   of  Indiana,  at the  Citv  of
                                   Indianapolis, this 3rd day  of
                                   March, 1973.



                                   LARRY A. CONRAD, Secretary  of
                                   State

XXXPAGE 84XXX




                      ARTICLES OF AMENDMENT
                             OF THE
                    ARTICLES OF INCORPORATION
                               OF
                     IRWIN UNION CORPORATION

The undersigned officers of IRWIN UNION CORPORATION (hereinafter
referred to as the "Corporation") existing pursuant to the
provisions of the Indiana General Corporation Act, as amended
(hereinafter referred to as the "Act"), desiring to give notice
of corporate action effectuating amendment of certain provisions
of its Articles of Incorporation, certify the following facts:
                            ARTICLE I

                      Text of the Amendment
                               
 The exact text of Article(s).V Section and Section 5.20 of the
 Articles of Incorporation of the Corporation, as amended
 (hereinafter referred to as the "Amendments"), now is as
 follows:
 
 Section 1. Number.  The number of shares which the Corporation
 has the authority to issue is 1,050,000 shares consisting of
 1,000,000 common shares with a par value of $5 per share, and
 50,000 preferred shares without par value.
 
 Section 5.20. Classes.  The authorized shares of the Corporation
 (the "Shares") shall be divided into two classes consisting of
 1,000,000 common shares, par value $5, (the "Common Shares") and
 50,000 preferred shares without par value (the "Preferred
 Shares").
XXXPAGE 85XXX

                           ARTICLE 11
                   Manner of Adoption and Vote

   Section 1. Action by Directors (select appropriate paragraph).

   (a) The Board of Directors of the Corporation, at a meeting
       thereof, duly called, constituted and held on at which a
       quorum of such Board of Directors was present, duly
       adopted a resolution proposing to the Shareholders of the
       Corporation entitled to vote in respect the Amendments
       that the provisions and terms of Article V of its Articles
       of Incorporation be amended so as to read as set forth in
       the Amendments; and called a meeting of such shareholders,
       to be held March 20, 1973, to adopt or reject the
       Amendments, unless the same were so approved prior to such
       date by unanimous written consent.
                                

   Section 2. Action by Shareholders (select appropriate
   paragraph)
   
   (a) The Shareholders     of the Corporation entitled to vote
   in respect of the Amendments, at a meeting thereof, duly
   called, constituted and held on March 20  1973, the holders at
   which common shares were present in person or by proxy,
   adopted the Amendments.

The holders of the following classes of shares were entitled to
vote as a class in respect of the Amendments:

   (1)  Common shares

   (2)

   (3)
XXXPAGE 86XXX

The number of shares entitled to vote in respect of the Amendments, the
number of shares voted in favorof the adoption of the Amendments, and the
number of shares voted against such adoption are as follows:

                              Total Shares Entitled to Vote as a Class (as
                                                 listed immediately above)

<TABLE>
<CAPTION>
                                 Total       (1)       (2)   (3)

       <S>                        <C>        <C>
       Shares entitled to vote:   282,984    282,984

       Shares voted in favor:     238,314    238,314
                                  ---------------------

       Shares voted against:           85         85
</TABLE>


     Section 3. Compliance with Legal     Requirements.

   The manner of the adoption of the Amendments, and the vote by which they
were adopted, constitute full legal compliance with the provisions of the
Act, the Articles of Incorporation, and the By-Laws of the Corporation.


                           ARTICLE III

     Statement of Changes Made With Respect to Any Increase
          In The Number of Shares Heretofore Authorized

Aggregate Number of Shares
   Previously Authorized                    550,O00

   Increase                                 500,000

Aggregate Number of Shares To Be Authorized After Effect of This Amendment
1,050,000
XXXPAGE 87XXX

   IN WITNESS WHEREOF, the undersigned officers execute these Articles of
   Amendment of the Articles of Incorporation of the Corporation, and
   certify to the truth of the facts herein stated, 18th day of March,
   1973.

/s/ John A. Nash                                 /s/ Robert E. Kirk
------------------------------------            ----------------------
(Written Signature                              Written Signature

John A. Nash                                     Robert E. Kirk

(Printed Signature)                              (Printed Signature)

Executive Vice President                        Secretary of
of Irwin Union Corporation                      Irwin Union Corporation




STATE OF INDIANA
                    SS:
COUNTY OF Bartholomew

I, the undersigned, a Notary Public duly commissioned to take
acknowledgements acd administer oaths in the State of Indiana, certify that
John A. Nash, the Executive Vice President, and Robert E. Kirk, the
Secretary of Irwin Union Corporation the officers executing the foregoing
Articles of Amendment of the Articles of Incorporation, personally appeared
before me, acknowledged the execution thereof, and swore to the truth of
the facts therein stated. 

   Witness my hand and Notarial Seal this 27th day of March, 1973.

                                           /s/ Gloria Harbaugh
                                          --------------------
                                          (Written Signature)

                                           Gloria Harbaugh
                                           -------------------
                                          (Printed Signature)

My Commission Expires: April 22, 1974             Notary Public


                       Stephen J. Dutton
This instrument was prepared by Stephen J. Dutton, Attorney at Law,
McHALE, COOK & WELCH, 906 Chamber of Commerce Building, Indianapolis, 46204
XXXPAGE 88XXX

                        STATE OF INDIANA

                  OFFICE OF THE SECRETARY OF STATE

                                                            
 To Whom These Presents Come, Greeting:

   WHEREAS, there has been presented to me at this office a
   Resolution of the Board of Directors electing to be governed
   by the provisions of the Indiana Businesss Corproation Law
   prior to August 1, 1987 of
   

                     IRWIN UNION CORPORATION

   and said Resolution has been prepared and signed in accordance
   with the provisions of the Indiana Business Corporation Law.
   WHEREAS., upon due examination,, I find that it satifies the
   requirements of I.C. 23-1-17-3(b) and I.C. 23-1-13-1:
   NOW, THEREFORE, I EDWIN J. SIMCOX, Secretary of State of
   Indiana, hereby certify that I have this day filed the
   Resolution of the Board of Directors in this office.

   Effective date the provisions will apply is JUNE 24th, 1986.




In Witness Whereof, I have hereunto set my hand and affixed the
seal of the State of Indiana, at the City of Indianapolis, this
23rd day of June, 1986

/s/ Edwin J. Simcox
-------------------
Secretary of State,
XXXPAGE 89XXX

                                
                                CERTIFICATE REGARDING
                             ELECTION OF APPLICATION OF
                          INDIANA BUSINESS CORPORATION LAW

     The undersigned, the duly elected and acting Secretary of Irwin Union
Corporation
("Corporation), respectively hereby certify, verify and affirm, subject to
the penalties for perjury, that the attached resolutions were adopted by
the Board of Directors of the Corporation at a meeting thereof, duly
constituted,and held on May 20,  1986; and that the effective date of the
election to have the Indiana Business Corporation Law apply to
the Corporation, as set forth in such resolutions is June 24, 1986.

     Dated this 20th day of May 1986.




                               /s/ Matthew F. Souza
                               ----------------------------------
                               [Name], [Office] of [Corporation]

                               Matthew F. Souza, Secretary
                               Irwin Union Corporation

ATTEST:

/s/Thomas D. Washburn
-----------------------
Senior Vice President
Irwin Union Corporation
XXXPAGE 90XXX


                      RESOLUTIONS REGARDING
                   ELECTION TO BE GOVERNED BY
            THE NEW INDIANA BUSINESS CORPORATION LAW



     WHEREAS, the Indiana General Assembly has recently adopted
 new statutory provisions governing business corporations, known
 as the Indiana Business Corporation Law ("New Statute"); and

    WHEREAS, the New Statute generally applies to all Indiana
corporations after July 31, 1987; although a corporation's board
of directors may elect to have the New Statute apply earlier by
adopting and filing a resolution electing to have the New Statute
apply to that corporation; and

    WHEREAS, the Board of Directors has carefully considered a
summary and presentation of significant provisions of the New
Statute prepared by counsel to the Corporation; and

    WHEREAS, the Board of Directors has determined that it is in
the best interests of the Corporation to cause the New Statute to
apply to the Corporation prior to August 1, 1987, for the
following reasons, among others;

      (1)     The New Statute provides greater flexibility in
    corporate governance and thereby reduces the time and expense
    required to ensure compliance with state law;

      (2)     The New Statute provides the Corporation with an
    increased opportunity to recruit and retain qualified
    directors by providing them greater protection against
    potential liability;

      (3)     The New Statute provides the Corporation with
    greater protection against vexatious or groundless derivative
    suits, while protecting the rights of shareholders to pursue
    meritorious derivative claims; and

      (4)     The New Statute provides the Corporation with
    greater protection against the misuse of information obtained
    upon inspection by shareholders of corporate records.

    THEREFORE, BE IT RESOLVED, that the Board of Directors hereby
    elects
to have the New Statute (in particular, Ind.  Code 23-1-18
through 23-1-54, excluding Ind.  Code 23-1-18-3, 23-1-21 and 23-
1-53-3) apply to the Corporation on and after June 24, 1986;

    RESOLVED FURTHER, that the President, any Vice President, Secretary
and Treasurer, and each of them, be, and hereby are, authorized
and directed to (1) file the foregoing resolution in the Office
of the Secretary of State of Indiana and (2) take anv and all
additional action as may be deemed necessary or desirable to
implement the foregoing resolution.
XXXPAGE 91XXX

                            EXHIBIT A
                  
                    ARTICLES OF INCORPORATION
                               OF
                     IRWIN UNION CORPORATION


   The undersigned incorporator or incorporators, desiring to
form a corporation (hereinafter referred to as the "Corporation")
pursuant to the provisions of the Indiana General Corporation
Act, as amended (herein. after referred to as the "Act,") execute
the following Articles of Incorporation.


                            ARTICLE I
                              Name

   The name of the Corporation is Irwin Union Corporation


                           ARTICLE II
                            Purposes

The purposes for which the Corporation is formed are:
The transaction of any and all lawful business for which
corporations may be incorporated under the Act, including by way
of illustration and not of limitation, the following:

XXXPAGE 92XXX

                                          Irwin Union Corporation

                           ARTICLE II

                            Purposes

                              
     2.01.     To Act as Holding Company.  To purchase or
otherwise acquire, own and old the stock of other corporations
and equity interest in other business entities and to direct the
operations of other corporations through the ownership of stock
therein and to direct the operations of other business entities
through the ownership of equity interests therein.

     2.02.     Capacity to Act.  To have the capacity to-act
possessed by natural persons, but to have authority to perform
only such acts as are necessary, convenient or expedient to
accomplish the purposes for which it is formed and such as are
not repugnant to law.
     
     2.03.     To Deal in Securities.  To acquire, by purchase,
subscription or otherwise and to receive, hold, own, guarantee,
sell, assign, exchange, transfer, mortgage, pledge or otherwise
dispose of or deal in and with any and all securities (as
hereinafter defined) issued or created by any corporation, firm,
organization, association or other entity, public or private,
whether formed under the laws of the United States of America or
any state or commonwealth thereof, or any foreign country, or by
any agency, subdivision, territory, dependency, possession or
municipality of any of the foregoing, and as owner thereof to
possess and exercise all of the rights, powers and privileges of
ownership, including the right to execute consents and vote
thereon.  The term "securities" as used herein shall mean any and
all notes, stocks, treasury stocks, bonds, debentures, evidences
of indebtedness, certificates of interest or participation in any
profit sharing agreement, collateral trust certificates, pre-
organization certificates or subscriptions, transferable shares,
investment contracts, voting trust certificates, certificates of
deposit for a security, fractional undivided interests in oil,
gas or other mineral rights or, in general, any interests or
instruments commonly known as securities or any and all
certificates of interest or participation in temporary or interim
certificates for, receipts for, guarantees of, or warrants or
rights to subscribe to or purchase any of the foregoing.
     
     2.04.     Investment Management.  To make, establish and
maintain investments in securities, funds or properties of any
nature whatsoever and to manage such funds; to do any and all
acts and things for the preservation, protection, improvement and
enhancement of the value of such property or securities or
designed to accomplish any such purposes.  To make investigations
as to the business affairs and property of corporations,
partnerships and various forms of business enterprises and to
make appraisals and valuations of all kinds and investigate and
render opinions as to the advisability from a financial
standpoint of creating, merging, combining or otherwise dealing
in business enterprises
     
   
    
    
 Article II, Page One
XXXPAGE 93XXX
                                          Irwin Union
                                           Corporation
     
     
     2.05.     Creation of Corporations and Other Entities.  To
cause to be organized under the laws of the United States of
America or of any state, commonwealth, territory, dependency or
possession thereof, or of any foreign country, or of any
political subdivision, territory, dependency, possession or
municipality thereof, one or more corporations, firms,
organizations, associations or other entities, and to cause the
same to be dissolved, wound up, liquidated, merged or
consolidated.
     
     2.06.     To Deal in Good Will.  To acquire by purchase or
exchange, or by transfer, or by merger or consolidation with, the
Corporation of any corporation, firm, organization, association
or other entity owned or controlled, directly or indirectly, by
the Corporation, or otherwise to acquire the whole or any part of
the business, good will, rights or other assets of any
corporation, firm, organization, association or other entity and
to undertake or assume in connection therewith the whole or any
part of the liabilities and obligations thereof and to effect any
such acquisition in whole or in part by delivery of cash or other
property, including securities issued by the Corporation or by
any other lawful means.
     
     2.07.     To Engage in Lending.  To make loans and give
other forms of credit including, but not limited to, financing,
factoring and leasing, with or without security, and to negotiate
and make contracts and agreements in connection therewith and to
sell and underwrite credit insurance and life, property and
liability insurance, directly or throuc.1 subsidiaries.
     
     2.08.     To Aid Subsidiaries.  To aid by loans, subsidy,
guaranty or in any other lawful manner any corporation, firm,
organization, association or other entity of which any securities
(as that term is defined in section 2.03 hereof) are in any
manner, directly or indirectly, held by the Corporation or in
which the Corporation or any such corporation, firm,
organization, association or entity may be or become otherwise
interested; to guarantee the payment of dividends on any stock
issued by any such corporation, firm, organization, association
or entity; to guarantee or, to assume, with or without recourse
against any such corporation, firm, organization, association or
entity, the payment of the principal of, and/or the interest and
premium, if any, on any obligations issued or incurred by such
corporation, firm, organization ( association or entity; to do
any and all other acts and things for the enhancement, protection
or preservation of any securities which are in any manner,
directly or indirectly, held, guaranteed or assumed by the
Corporation, and to do any and all acts and things designed to
accomplish, any such purpose.
     
     2.09.     To Provide Services.  To render service,
assistance, counsel and advice to and act as representative or
agent in any capacity (whether managing, operating, financial,
purchasing, selling, advertising or otherwise) for any
corporation, firm, organization, association or other entity and
to gather, compile and disseminate information, data and advice
in respect to matters of a commercial, financial, statistical and
business nature and to act as consultants, counselors and
advisors.
     
     Article II, Page Two
XXXPAGE 94XXX
                                          Irwin Union
                                          Corporation
     
     
     2.10.     To Deal in Real Estate.  To acquire by purchase,
exchange, lease or otherwise, and to hold, own, improve, operate,
manage, lease as lessee, let as lessor, sell, convey or mortgage,
whether alone or in conjunction with others, real estate of every
kind, character and description, and wherever situated, or any
interest therein including, without limiting the generality of
the foregoing, the design, development, management, acquisition,
and operation of commercial, mercantile and service structures
and facilities of every character, recreational structures and
facilities, residential properties and structures, and mobile
home parks.
     
     2.11.     To Deal in Personal Property.  To acquire (by
purchase, exchange, lease, hire or otherwise), hold, mortgage,
pledge, hypothecate, exchange, sell, deal in and dispose of, at
wholesale or retail, alone or in syndicates or otherwise in
conjunction with others, commodities or other personal property
of every kind, character and description and wherever situated,
and any interest therein.
     
     2.12.     To Deal in its Own Securities.  To acquire (by
purchase, exchange, lease, hire or otherwise), hold, sell,
transfer, reissue, or cancel its own shares, or any securities or
other obligations of the Corporation, in the manner and to the
extent now or hereafter permitted by the laws of Indiana, except
that the Corporation shall not use its funds or other assets for
the purchase of its own shares if such use would cause any
impairment of the capital of the Corporation, and except that its
own shares beneficially owned by the Corporation shall not be
voted directly or indirectly.
     
     2.13.To Make Contracts.  To enter into, make, perform and
carry out, or cancel and rescind, contracts for any lawful
purposes to its business.
     
     2.14.     To Enter into Partnerships.  To enter into any
lawful arrangement for sharing profits, union of interest,
reciprocal association or cooperative association with any
corporation, association, partnership individual or other entity,
for the carrying on of any business, transaction, or venture,
which the Corporation is authorized to carry on or any business,
transaction, or venture deemed necessary, convenient or
incidental to carrying out of any of the purposes of the
Corporation.
     
     2.15.     To Engage in Business Generally.  To engage in any
commercial, financial, mercantile, industrial, manufacturing,
marine, exploration, mining, agricultural, research, licensing,
servicing or agency business not prohibited by law and any, some
or all of the foregoing.
     
     2.16. To Borrow Money.    To borrow money for any business
object or purpose of the Corporation from time to time without
limit as to amount, to issue any kind of indebtedness, whether or
not in connection with borrowing money, including evidences of
indebtedness convertible into stock of the Corporation, to secure
the payment of any evidence of indebtedness by the creation of
any interest in any of the property or rights of the Corporation,
whether at that time owned or thereafter acquired.
XXXPAGE 95XXX     
     
     Article II, Page Three
XXXPAGE 96XXX
     
                                         Irwin union Corporation
     
     
     2.17.     To Execute Guarantees.  To make any guarantee
respecting stocks, dividends, securities, indebtedness, interest,
contracts or other obligations.
     
     2.18.     Stated Capital; Consideration for Shares.  To
determine the amount of the stated capital and increase or reduce
stated capital and determine the consideration to be received for
shares issued from time to time.
     
     2.19.     Rights, Privileges and Powers.  Subject to any
limitations or restrictions imposed by law or by the-se Articles
of Incorporation, to have and exercise all the rights, privileges
and powers specified in or permitted under the Indiana General
Corporation Act.
     
     2.20.     General Powers.  To do everything necessary,
proper, advisable or convenient for the accomplishment of any of
the purposes or the attainment of any of the objects of the
furtherance of any of the powers herein set forth and to do every
other act and thing incidental thereto or connected therewith
which is not forbidden by the laws of the State of Indiana or by
the provisions of these Articles of Incorporation.
     
     2.21.     Construction.  The foregoing sections shall be
construed as purposes as well as powers and the matters expressed
in each section shall, unless otherwise expressly provided, be in
no way limited by reference to or inference from the terms of any
other section, each of such sections being regarded as creating
independent purposes and powers.  The enumeration shall not be
construed as limiting or restricting in any manner either the
meaning or general terms used in any of the sections or the scope
of the general powers of the Corporation created thereby.  The
enumeration herein of any specific purposes or powers shall not
be held to limit or restrict in any manner the exercise by the
Corporation of the general powers now or hereafter conferred by
the laws of the state of Indiana nor shall the expression of one
thing be deemed to exclude another not expressed, whether or not
it be of like nature.  The titles contained herein are solely for
convenience and are not to be considered in construing the
various sections.
     
     2.22.     Limiting Clause.  Nothing in this article shall be
construed to authorize the conduct by the Corporation, directly
or indirectly, of a rural loan and savings association, credit
union or a banking, railroad, insurance, surety, trust, safe
deposit, mortgage guarantee or building and loan business or
receiving deposits of money, bullion or foreign coins or of
issuing bills, notes, or other evidences of debt or circulation
as money; provided, however, that the Corporation may own, create
or otherwise acquire all or part of the issued and outstanding
stock of corporations lawfully engaged in any of such activities.
     
     
     
     

Article II, Page Four
XXXPAGE 97XXX

                CERTIFICATE OF CONSENT TO USE OF NAME
                                
Irwin Union Bank and Trust Company, an Indiana bank,on its own
behalf and on behalf of its wholly-owned subsidiary, Irwin Union
Realty Corporation, hereby consents to incorporation under the
Indiana General Corporation Act of a incorporation on having the
name Irwin Union Corporation; consents that said corporation be
authorized to transact business in Indiana; and grants permission
to use, and consents to the use of, the name Irwin Union
Corporation by said Indiana corporation as is provided by the
Indiana General Corporation Act (IC 1971, 23-1-2-4).

     IN WITNESS WHEREOF said Irwin Union Bank and Trust Company, an Indiana
bank, has caused this Certificate of Consent to be executed in its proper
corporate name by the officers below this day of May 1972.


                            IRWIN UNION BANK AND TRUST COMPANY
                                An Indiana Bank
                                
                               By:  /s/ Paul. N. Dinkins
                               -------------------------
                               Paul N. Dinkins
Attest:

/s/ John A. Nash
------------------
John A. Nash, Secretary


STATE OF INDIANA

                              ) SS:

COUNTY OF BARTHOLOMEW )

        Subscribed and sworn to by Paul N. Dinkins and John A.
Nash, to me known to be the President and Secretary of Irwin
Union Bank and Trust Company- upon their several oaths before me,
a notarv public, this 30 day of May 1972.

                                   /s/ Antoinette Frenzer
                                   ------------------------------
                                    Notary Public
                                    Antoinette Frenzer

My commission expires:
December 23, 1972


This instrument prepared by Stephen J. Dutton, attorney at law.
XXXPAGE 98XXX

              CERTIFICATE OF CONSENT TO USE OF NAME


 Irwin Union Foundation, an Indiana foundation hereby consents
 to the incorporation under the Indiana General Corporation Act
 of a corporation having the Irwin Union Corporation; consents
 that said corporation be authorized to transact business in
 Indiana; and grants permission to use, and consents to the use
 of, the name Irwin Union Corporation by said Indiana
 corporation as is provided by the Indiana General Corporation
 Act (IC 1971, 23-1-2-4).


           IN WITNESS WHEREOF said Irwin Union Foundation, an
 Indiana foundation, has caused this Certificate of Consent to be
 executed in its proper corporate name by the officers below this
 day of May, 1972.


                           IRWIN UNION FOUNDATION
                           An Indiana Foundation
                                
                                
                                
                               By /s/ Paul N. Dinkins
                                   ---------------------
                                   Paul N. Dinkins President

ATTEST:

/s/ James A. Joseph
----------------------------
 James A. Joseph, Secretary


 STATE OF INDIANA
                               SS:
 COUNTY OF BARTHOLOMEW


Subscribed and sworn to by Paul N. Dinkins and James A. Joseph,
to me known to be the President and Secretary of Irwin Union
Foundation upon their several oaths before me, a Notary Public,
this, day of May, 1972.


                                   /s/ Antoinette Frenzer
                                   ----------------------
 My Commission Expires:             Antoinette Frenzer

 December 23, 1972

 This instrument prepared by Stephen J. Dutton, attorney at law.
XXXPAGE 99XXX

                    ARTICLES OF INCORPORATION
                    IND. SECRETARY OF STATEOF
                     IRWIN UNION CORPORATION


       Irwin   Union   Corporation  (hereinafter   referred   to   as   the
   "Corporation")  existing  pursuant to the Indiana  Business  Corporation
   Law,  desiring to give notice of corporate action effectuating amendment
   of  certain provisions of its Articles of Incorporation, sets forth  the
   following facts:

                            ARTICLE I
                            AMENDMENT
                                
        Section   1. The date of incorporation of the        Corporation
   is  May 31, 1972.

        Section 2. The name of the Corporation        following this
   amendment is   Irwin Union Corporation.
   
        Section 3. The exact text of Article V, Section 1 and Section 5.20
of the Articles of Incorporation is now as follows:

                Section 1.  Number.  The number of shares which
             the Corporation has the authority to issue is
             1,550,000 shares consisting of 1,500,000 Common
             Shares with a par due of $5
             per  share, and 50,000 preferred shares without  par
             value.

                Section 5.20. Classes.  The authorized shares  of
             the Corporation (the "Shares") shall be divided into
             two  classes consisting of 1,500,000 Common  Shares,
             par  value  $5,  (the  "Common Shares")  and  50,000
             preferred  shares without par value (the  "Preferred
             Shares").

       Section  4.  The Amendment was adopted by the shareholders
   of  the Corporation on March 22, 1989, and are to be effective
   upon the filing of these Articles of Amendment.
XXXPAGE 100XXX
                           ARTICLE II

                   MANNER OF ADOPTION AND VOTE


    The designation (i.e. common, preferred and any classification where
different classes of stock exists), number of outstanding shares, number
of  votes  entitled to be -cast by each voting group  entitled  to  vote
separately on the amendment and the number of votes of each voting group
represented at the meeting is set forth below:

<TABLE>
<CAPTION>
               Designation of Voting Group              Common

               <S>                                     <C>
               Number of Outstanding Shares            630,007
               Number of Votes Entitled to be Cast     630,007
               Number of Votes Represented at Meeting  522,899
               Shares Voted in Favor                   512,798
                                                        --------
               Shares Voted Against                      9,238
</TABLE>
    IN  WITNESS WHEREOF, the undersigned officer executes these Articles
of  Amendment  of the Articles of Incorporation of the Corporation,  and
verifies  subject to the penalties of perjury that the  facts  contained
herein are true, this 10 day of May, 1989.


                                 IRWIN UNION CORPORATION

                                 /s/ Matthew F. Souza
                                 ---------------------------
                                 Matthew F. Souza, Secretary







This  instrument was prepared by Stephen J. Hackman, Attorney  at
Law,  ICE MILLER DONADIO & RYAN, One American Square, Box  82001,
Indianapolis, Indiana 46282-0002.




XXXPAGE 101XXX



                          Exhibit 3(d)

                  ARTICLES OF AMENDMENT OF THE
                    ARTICLES OF INCORPORATION

                      ARTICLES OF AMENDMENT
                             OF THE
                    ARTICLES OF INCORPORATION
                               OF

                     Irwin Union Corporation

     The above corporation (hereinafter referred to as the Corporation
existing pursuant to the Indiana Business Corporation Law. desiring to give
notice of corporate action effectuating amendment of certain provisions of
its Articles of Incorporation, sets forth the following facts:

                    ARTICLE I - AMENDMENT(S)

Section 1:  Date of Incorporation:  May 31, 1972

Section 2:  The name of the Corporation following this amendment:  Irwin
Financial Corporation

Section 3:  The exact text of Article(s) see attached of the
Articles of Incorporation is now as follows (attach additional
pages it necessary).

Date of each Amendment's Adoption:  August 21, 1990
XXXPAGE 102XXX

Section 4:  (Complete this section only if amendments provides
for an exchange, reclassification or cancellation of issued
shares and provisions for implementing the amendment are not
contained in the amendment itself.

Provisons for implementing the exchange, reclassification or
cancellation of issued shares are set forth below (Attach
additional sheets if necessary):

                               N/A




 ARTICLE 11 - MANNER OF ADOPTION AND VOTE (Strike not applicable
                            section)

SECTION 1: Shareholder vote not required.
         The amendment(s) was I were adopted by the incorporators
         or board of directors without shareholder action and
         shareholder action was not required.

SECTION 2: Vote of Shareholders.
         The designation (i.e. common, preferred and any
         classification were different classes of stock exists).
         number of outstanding shares. number of votes entitled
         to be Cast by each voting group) entitled lo vote
         separately on the amendment and the number of votes of
         each voting group represented at the meeting is set
         forth below:  see attached.

 DESIGNATION OF EACH VOTING GROUP.

 NUMBER OF OUTSTANDING SHARES:

 NUMBER OF VOTES ENTITLED TO BE CAST:
 NUMBER OF VOTES REPRESENTED AT THE MEETING:

 SHARES VOTED IN FAVOR.

 SHARES VOTED AGAINST:

 

       In Witness Whereof, the undersigned being Vice President
       and Secretary of said Corporation executes these Articles
       of Amendments of the Articles  of Incorporation and
       verifies. subject to penalties of perjury that the
       statements contained herein are true, this 4th day of
       September, 1990.

/s/ Matthew F. Souza               Matthew F. Souza
Signature                          Printed

XXXPAGE 103XXX

                            ARTICLE I

                            AMENDMENT

     Section 1.  The date of incorporation of the Corporation is
May 31, 1972.
     
     Section 2.  The name of the Corporation following this
amendment is Irwin Financial Corporation.
     
     Section  3.  The exact text of Article I of the Articles  of
Incorporation is now as follows:

          Name.     The   name   of  the  Corporation  is   Irwin
                    Financial Corporation.

     Section 4.  The Amendment was adopted by the shareholders of
the  Corporation on August 21, 1990, and are to be effective upon
the filing of these Articles of Amendment.

                           ARTICLE II

                   MANNER OF ADOPTION AND VOTE

     
     The   designation   (i.e.   common,,   preferred   and   any
classification  where different classes of stock exists),  number
of  outstanding shares, number of votes entitled to  be  cast  by
each  voting  group entitled to vote separately on the  amendment
and  the number of votes of each voting group represented at  the
meeting is set forth below:
<TABLE>
<CAPTION>
                Designation of voting Group  Common

                <S>                                    <C>
                Number of outstanding shares:          934,780
                Number of votes entitled to be cast:   934,780
                Number of votes represented at the
                meeting:                               713,402
                Shares voted in favor:                 701,376
                Shares voted against:                   10,175
</TABLE>



XXXPAGE 104XXX




                        STATE OF INDIANA
                OFFICE OF THE SECRETARY OF STATE
                                
                      ARTICLES OF AMENDMENT
                                
   To Whom These Presents Come, Greeting:
   
   WHEREAS, there has been presented to em at this office,
Articles of Amendment for:
   
    Irwin Financial Corporation
   
   and said Articles of Amendment have been prepared and signed
in accordance with the provisions of the Indiana Business
Corporation Law, as amended.
   
   NOW, THEREFORE, I JOSEPH H. HOGSETT, Secretary of State of
Indiana, hereby certify that I have this day filed said articles
in this office.
   
   The effective date of these Articles of Amendment is April
30, 1992.
   
   IN Witness Whereof, I have hereunto set my hand and affixed
the seal of the State of Indiana, at the City of Indianapolis,
this Thirtieth day of April, 1992.
   
   JOSEPH H. HOGSETT, Secretary of State
XXXPAGE 105XXX

                  ARTICLES OF AMENDMENT OF THE
                  ARTICLES OF INCORPORATION OF:
   

The undersigned officers of Irwin Financial Corporation

 (hereinafter referred to as the "Corporation") existing pursuant
 to the provisions of: Indiana Business Corporation Law

 as amended (hereinafter referred to as the "Act"), desiring to
 give notice of corporate action effectuating amendment of
 certain provisions of Articles of Incorporation, certify the
 following facts:

                     ARTICLE I Amendment(s)

SECTION I The date of incorporation of the corporation is:  May
31, 1972
               
SECTION 2 The name of the corporation following this amendment to
the Articles of Incorporation is:  same as above
        

SECTION 3

 The exact text of Article(s): V Section 1 Number of the Articles
 of Incorporation now as follows:
 
     The number of shares which the Corporation has the authority
     to issue is 7,550,000 shares consisting of common shares
     with a par value of $5 per share, and 50,000 preferred
     shares without par value.


SECTION 4 Date of each amendment's adoption:

                 April 21, 1992
XXXPAGE 106XXX

                            ARTICLE 11

                   Manner of Adoption and Vote

SECTION 1 Action by Directors:
The Board of Directors of the Corporation duly adopted a
resolution proposing to amend the terms and provisions of
Article(s) of the Articles of Incorporation directing a meeting
of the Shareholders, to be held on allowing such Shareholders to-
vote on the proposed amendment.
The resolution was adopted by (Select appropriate paragraph)
    (a)Vote of the Board of Directors at a meeting held on ------
    --at which a quorum  of such Board was present.
    
    (b) Written consent executed on --------, and signed by all
    member of the Board of Directors.

SECTION 2 Action by Shareholders:

The Shareholders of the Corporation entitled to vote in respect
of the Articles of Amendment adopted the proposed amendment.

The amendment was adopted by: (Select appropriate paragraph)

     (a) Vote of such Shareholders during the meeting called by
         the Board of Directors.  The result of such vote is as
         follows:
<TABLE>
<CAPTION>
TOTAL
        <S>                                          <C>
        SHAREHOLDERS ENTITLED TO VOTE.               1,417,891
        SHAREHOLDERS VOTED IN FAVOR:                 1,211,029
        SHAREHOLDERS VOTED AGAINST.                     10,668
</TABLE>
(b)  Written consent executed on      19 and signed by all such
  Shareholders

SECTION 3 Compliance with Legal requirements.

   The manner of the adoption of the Articles of Amendment and
the vote by which they were adopted constitute full legal
compliance the provisions of the Act. the Articles of
Incorporation, and the By-Laws of the Corporation.
   
I hereby verify subject to the Penalties of perjury that the
statements contained are true this
                                         /s/ Matthew F. Souza
                                         ------------------------
                                          Vice President and Secretary
XXXPAGE 107XXX

                         STATE OF INDIANA
                OFFICE OF THE SECRETARY OF STATE
                                
                      ARTICLES OF AMENDMENT
                                
   To Whom These Presents Come, Greeting:
   
   WHEREAS, there has been presented to em at this office,
Articles of Amendment for:
   
    Irwin Financial Corporation
   
   and said Articles of Amendment have been prepared and signed
in accordance with the provisions of the Indiana Business
Corporation Law, as amended.
   
   NOW, THEREFORE, I JOSEPH H. HOGSETT, Secretary of State of
Indiana, hereby certify that I have this day filed said articles
in this office.
   
   The effective date of these Articles of Amendment is April
28, 1994.
   
   IN Witness Whereof, I have hereunto set my hand and affixed
the seal of the State of Indiana, at the City of Indianapolis,
this Twenty-eighth day of April, 1994.
   
/s/ JOSEPH H. HOGSETT
-------------------------------
JOSEPH H. HOGSETT, Secretary of State

By /s/ Peggy Runes
----------------------------
Peggy Runes, Deputy
XXXPAGE 108XXX


                  ARTICLES OF AMENDMENT OF THE
                  ARTICLES OF INCORPORATION OF:



The undersigned officers of IRWIN FINANCIAL CORPORATION

 (hereinafter referred to as the "Corporation") existing pursuant
 to the provisions of:
 (Indicate appropriate act)
            Indiana Business Corporation Law
 as amended (hereinafter referred to as the "Act"), desiring to
 give notice of corporate action effectuating amendment certain
 provisions of Articles of Incorporation, certify the following
 facts:


                     ARTICLE I Amendment(s)
                                
SECTION 1 The date of incorporation of the corporation is:  May 31, 1972

SECTION 2 The name of the corporation following this amendment to the
Articles of Incorporation is:

            same as above
            
SECTION 3

The exact text of Article(s) V., Section 1. Number of the
Articles of Incorporation
        now as follows:

        The number of shares which the Corporation has the
authority to            issue is 7,550,000 shares consisting of
7,500,000 common shares  without par value, and 50,000 preferred
shares without par value.

SECTION 4 Date of each amendment's adoption:

              April 26, 1994
XXXPAGE 109XXX

             ARTICLE II Manner of Adoption and Vote

Section 1 Action by Directors:

The Board of Directors of the Corporation duly adopt a resolution proposing
to amend the terms and provisions of Articles ---------- of the Articles of
Incorporation such Shareholders to vote on the proposed amendment.

The resolution was adopted by: (Select aPProPtiateoaragrapt7)

(a) Vote of the Board of Directors at a meeting held on ------------- 19--
at which a quorum of such Board was present.

(b)  Written consent executed on ------------------ 19-- and
  signed by ail members
the Board of Directors.

The Shareholders of the Corporation entitled to vote in respect of the
Articles of Amendment adopted the Proposed amendment.
The amendment was adopted by: (Select appropriate paragraph)       (a)



(a)  Vote ot such Shareholders during the meeting called by the
Board of Directors.  The result of such vote is as follows:
<TABLE>
          <S>                                     <C>
          SHAREHOLDERS ENTITLED TO VOTE:          5,833,135

          SHAREHOLDERS VOTED IN FAVOR:            4,986,081

          SHAREHOLDERS VOTED AGAINST:                27,183
</TABLE>
          

(b) Written consent executed on -------------- and signed by all
such Shareholder of the adoption of the Articles of Amendment and
the vote by which they were adopted constitute full legal
Compliance of the Act, the Articles of Incorporation, and the By-
Laws of the Corporation.



I hereby verify subject to the penalties of perjury that the statements
contained are true the 27th day of April, 1994.

/s/ Matthew F. Souza          Matthew F. Souza
Signature                     Printed Name

Officer's Title:  Vice President and Secretary
XXXPAGE 110XXX

ARTICLES OF AMENDMENT OF THE ARTICLES OF INCORPORATION

                  ARTICLES OF AMENDMENT OF THE
                  ARTICLES OF INCORPORATION OF:

Name of Corporation
            Irwin Financial Corporation
            
The undersigned officers of:  Irwin Financial Corporation
(hereinafter referred to as the "Corporation") existing pursuant
to the provisions of: (indicate appropriate act) Indiana Business
Corporation Law as amended

(hereinafter referred to as the 'Act'), desiring to give notice
of corporate action effectuating amendment of certain provisions
of its Articles of Incorporation, certify the following facts:

                     Article I Amendment(s)
                                
SECTION 1 The date of incorporation of the Corporation is:  May
31, 1972

SECTION 2 The name of the Corporation following this amendment to
the Articles of Incorporation is:  same as above

SECTION 3

The exact text of Article(s) V. Section 1. Number of
Incorporation is now as follows:

     The number of shares which the Corporation has the authority
     to issue is
of the Articles 40,050,000 shares consisting of 40,000,000 common
shares without par value, and 50,000 preferred shares without par
value.
SECTION 4 Date of each amendment's adoption: April 30, 1996
XXXPAGE 111XXX
                        STATE OF INDIANA
                OFFICE OF THE SECRETARY OF STATE
                                
                      ARTICLES OF AMENDMENT
                                
To Whom These Presents Come, Greeting:

WHEREAS, there has been presented to me at this office, Articles
of Amendment for:

                   IRWIN FINANCIAL CORPORATION
                                
and said Articles of Amendment have been prepared and signed in
accordance with the provisions of the Indiana Business
Corporation Law, as amended.

NOW, THEREFORE, I, SUE ANNE GILROY, Secretary of State of
Indiana, hereby certify that I have this day filed said articles
in this office.

The effective date of these Articles of Amendment is May 02,
1996.

In Witness Whereof, I have hereunto set my hand and affixed the
seal of the State of Indiana, at the City of Indianapolis, this
Second day of May, 1996.

/s/ Sue Anne Gilroy
--------------------------
SUE ANNE GILROY, Secretary of State

JB
---------------------------
Deputy
XXXPAGE 112XXX
             ARTICLE 11 Manner of Adoption and Vote

SECTION I This amendment was adopted by the Board of Directors or
incorporators and shareholder action was not required.

SECTION 2 The shareholders of the Corporation entitled to vote in respect
to the amendment adopted the proposed amendment.  The amendment was adopted
by:

A.  Vote of such shareholders during a meeting called by the Board of
Directors.  The result of such vote is as follows:
<TABLE>
                  <S>                                  <C>       <C>
                  Shares entitled to vote.             5,670,586

                  Number of shares represented at the meeting.   5,296,068

                  Shares voted in favor.               4,928,818

                  Shares voted against.                344,339
</TABLE>
B. Written consent executed on                     19  and signed by all

such shareholders.



         ARTICLE III Compliance with Legal Requirements

                                

The manner of the adoption of the Articles of Amendment and the vote by
which they were adopted constitute full legal compliance with tne
provisions of the Act, the Articles of Incorporation, and the By-Laws of
the Corporation.

I hereby verify, subject to the penalties of perjury, that the statements
contained herein are true, this  lst day of May, 1996


                              /s/ Matthew F. Souza
                              ------------------------------
                               Matthew F. Souza
                                 Vice President and Secretary
XXXPAGE 113XXX