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Exhibit 3.3 CODE OF BY-LAWS IRWIN FINANCIAL CORPORATION ARTICLE 1 Definitions 1.01. Corporation. As used in this Code of By-Laws, the term
Corporation means IRWIN FINANCIAL CORPORATION. 1.02. Act. As used in this Code of By-Laws, the term Act means The
Indiana Business Corporation Law, as amended from time to time. 1.03. Articles of Incorporation. As used in this Code of By-Laws, the
term Articles of Incorporation means the Articles of Incorporation of the
Corporation, as amended from time to time. 1.04. By-Laws. As used in this Code of By-Laws, the term By-Laws means
the Code of By-Laws of the Corporation, as amended from time to time. ARTICLE 2 Identification 2.01. Name. The name of the Corporation is IRWIN FINANCIAL CORPORATION. 2.02. Principal Office and Resident Agent  Power to Change. The
postoffice address of the principal office of the Corporation is 500 Washington
Street, Columbus, Indiana 47201, and the postoffice address of its Resident
Agent in charge of such office is John A. Nash, 500 Washington Street,
Columbus, Indiana 47201. The location of its principal office, or the
designation of its Resident Agent, or both, may be changed at any time or from
time to time, when authorized by the Board of Directors, by filing with the
Secretary of State of the State of Indiana, on or before the day any such
change is to take effect, or within five (5) days after the death of the
Resident Agent or other unforeseen termination of his agency, a certificate
signed by the President or a Vice President, and the Secretary or an Assistant
Secretary, of the Corporation, and verified under oath by one of such officers
signing the same, stating the change to be made and reciting that such change
is made pursuant to authorization by the Board of Directors.




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2.03. Seal. The seal of the Corporation shall be circular in form and
mounted upon a metal die, suitable for impressing the same upon paper. About
the upper periphery of the seal shall appear the name of the Corporation, and
about the lower periphery thereof the word Indiana. In the center of the
seal shall appear the words Seal or Corporate Seal. 2.04. Fiscal Year. The fiscal year of the Corporation shall be the
calendar year. ARTICLE 3 Shares 3.01. Consideration for Shares. The Board of Directors shall cause the
Corporation to issue the Shares of the Corporation for such consideration as
may be fixed by such Board pursuant to the provisions of the Articles of
Incorporation. 3.02. Subscription for Shares. Subscriptions for Shares of the
Corporation shall be paid to the Treasurer at such time or times, in such
installments or calls, and upon such terms, as shall be determined, from time
to time, by the Board of Directors. Any call made by the Board of Directors
for payment on subscriptions shall be uniform as to all Shares of the same
class or to all Shares of the same series, as the case may be. 3.03. Payment for Shares. Subject to the provisions of the Articles of
Incorporation, the consideration for the issuance of Shares of the Corporation
may be paid, in whole or in part, in money, in other property, tangible or
intangible, or in labor actually performed for, or services actually rendered
to, the Corporation; provided, however, that the part of the surplus of the
Corporation which is transferred to stated capital upon the issuance of Shares
as a Share dividend shall be deemed to be the consideration for the issuance of
such Shares. When payment of the consideration for which a Share was
authorized to be issued shall have been received by the Corporation, or when
surplus shall have been transferred to stated capital upon the issuance of a
Share dividend, such Share shall be declared and taken to be fully paid and not
liable to any further call or assessment, and the holder thereof shall not be
liable for any further payments thereon. In the absence of actual fraud in the
transaction, the judgment of the Board of Directors as to the value of such
property, labor, or services received as consideration, or the value placed by
the Board of Directors upon the corporate assets in the event of a Share
divided, shall be conclusive. Promissory notes, uncertified checks, or future
services shall not be accepted in payment or part payment of any of the capital
stock of the Corporation. 3.04. Certificates for Shares. Each Shareholder of the Corporation shall
be entitled to a certificate, signed by the President or a Vice-President, and
the Secretary or an Assistant Secretary of the Corporation stating the name of
the registered holder, the number of Shares represented thereby and the kind
and class thereof, the par value of each Share or a statement that such Shares
have no par value, and whether such Shares




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have been fully paid and are nonassessable. If such certificate is
countersigned by the written signature of a registrar other than the
Corporation or its employee, the signatures of the transfer agent and the
officers of the Corporation may be facsimiles. In case any officer, transfer
agent, or registrar who has signed or whose facsimile signature has been placed
upon a certificate shall have ceased to be such officer, transfer agent, or
registrar before such certificate is issued, it may be issued by the
Corporation with the same effect as if he were such officer, transfer agent or
registrar at the date of its issue. Such certificates shall be in such form as
the Board of Directors may, from time to time, by resolution approve. 3.05. Transfer of Shares. The Shares of the Corporation shall be
transferable only on the books of the Corporation upon surrender of the
certificate or certificates representing the same, provided: 3.051. Endorsement. The certificate is properly endorsed by the
registered holder or his duly authorized attorney; 3.052. Witnessing. The endorsement or endorsements are witnessed
by one witness unless this requirement is waived in writing upon the form
of endorsement by the President, a Vice President, or the Secretary of
the Corporation; 3.053. Adverse Claims. The Corporation has no notice of any
adverse claims or has discharged any duty to inquire into any such
claims; and 3.054. Collection of Taxes. Any applicable law relating to the
collection of taxes has been complied with. 3.06. Lost, Stolen or Destroyed Certificates. The Corporation may issue
a new certificate for Shares of the Corporation in the place of any certificate
theretofore issued where the holder of record of the certificate: 3.061. Claim. Makes proof in affidavit form that it has been lost,
destroyed, or wrongfully taken; 3.062. Timely Request. Requests the issue of a new certificate
before the Corporation has notice that the certificate has been acquired
by a purchaser for value in good faith and without notice of any adverse
claim; 3.063. Bond. Gives a bond in such form, and with such surety or
sureties, with fixed or open penalty, as the Corporation may direct, to
indemnify the Corporation against any claim that may be made on account
of the alleged loss, destruction, or theft of the certificates; and




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3.064. Other Requirements. Satisfies any other reasonable
requirements imposed by the Corporation. When a certificate has been lost, apparently destroyed, or wrongfully taken and
the holder of record fails to notify the Corporation within a reasonable time
after he has notice of it, and the Corporation registers a transfer of the
Shares represented by the Certificate before receiving such notification, the
holder of record is precluded from making any claim against the Corporation for
the transfer or for a new certificate. 3.07. Closing of Books or Fixing of Record Dates. For the purpose of
determining Shareholders entitled to receive payment of any dividend or in
order to make a determination of Shareholders for any other proper purpose,
except as otherwise provided in section 4.069 of these By-Laws, the Board of
Directors may provide that the share transfer books shall be closed for a
stated period, but not to exceed, in any case, fifty (50) days, or may fix in
advance a record date for such purpose, such date in any case not to be more
than fifty (50) days prior to the date on which the action requiring such
determination of Shareholders, is to be taken. If the share transfer books are
not closed and no record date is fixed for the determination of Shareholders
entitled to receive payment of a dividend, the end of the day on which the
resolution of the Board of Directors declaring such dividend is adopted shall
be the record date for such determination. ARTICLE 4 Meetings of Shareholders 4.01. Place of Meetings. All meetings of Shareholders of the Corporation
shall be held at such place, within or without the State of Indiana, as may be
specified in the respective notices or waivers of notice thereof, or proxies to
represent Shareholders thereat. 4.02. Annual Meeting. The annual meeting of the Shareholders for the
election of Directors and for the transaction of such other business as may
properly come before the meeting, shall be on or before the last day of May of
each year, the date to be set by the Board of Directors of the Corporation.
Failure to hold the annual meeting at the designated time shall not work any
forfeiture or a dissolution of the Corporation. 4.03. Special Meeting. Special meetings of the Shareholders may be
called by the President, by the Board of Directors, or by Shareholders holding
of record not less than one-fourth (1/4) of all of the Shares outstanding and
entitled by the Articles of Incorporation to vote on the business proposed to
be transacted thereat. 4.04. Notice of Meetings. A written or printed notice, stating the
place, day and hour of the meeting, and in case of a special meeting, or when
required by any other provision of the Act, or the Articles of the
Incorporation, or By-Laws, the purpose or




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purposes for which the meeting is called, shall be delivered or mailed by the
Secretary, or by the officers or persons calling the meeting, to each
Shareholder of record entitled by the Articles of Incorporation and by the Act
to vote at such meeting, at such address as appears upon the records of the
Corporation, at lest ten (10) days before the date of the meeting. Notice of
any such meeting may be waived in writing by any Shareholder, if the waiver
sets forth in reasonable detail the purpose or purposes for which the meeting
is called, and the time and place thereof. Attendance at any meeting in
person, or by proxy when the instrument of proxy sets forth in reasonable
detail the purpose or purposes for which the meeting is called, shall
constitute a waiver of notice of such meeting. Each Shareholder, who has in
the manner above provided waived notice of a Shareholders meeting, or who
personally attends a Shareholders meeting, or is represented thereat by a
proxy authorized to appear by an instrument of proxy complying with the
requirements above set forth, shall be conclusively presumed to have been given
due notice of such meeting. 4.05. Addresses of Shareholders. The address of any Shareholder
appearing upon the records of the Corporation shall be deemed to be (i) the
latest address of such Shareholder appearing on the records maintained by the
transfer agent or registrar, as the case may be, for the class of Shares held
by such Shareholder, if the Corporation has a transfer agent or registrar for
such class of Shares and the Board of Directors has provided in the resolutions
appointing the transfer agent or registrar that notices of change of address
shall be given to one of such agents by Shareholders of such class; or (ii) the
latest address of such Shareholder appearing on the records maintained by the
Secretary for the class of Shares held by such Shareholder, if the Corporation
has no transfer agent or registrar for such class of Shares or if it has a
transfer agent or registrar for such class of Shares but the resolutions
appointing the transfer agent or registrar do not provide that notice of change
of address shall be given to one of such agents by Shareholders of such class
of Shares. 4.06. Voting at Meetings. 4.061. Common Shares. Except as otherwise provided by law or by
the
Provisions of the Articles of Incorporation, every holder of 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. Cumulative voting shall not be permitted. 4.062. Prohibition Against Voting Certain Shares. No share shall
be voted at any meeting upon which any installment is due and unpaid or
which belongs to the Corporation. 4.063. Voting of Shares Owned by Other Corporations. Shares of the
Corporation standing in the name of another corporation may be voted by
such officer, agent or proxy as the board of directors of such other
corporation may appoint, or as the by-laws of such other corporation may
prescribe.




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4.064. Voting of Shares Owned by Fiduciaries. Shares held by
fiduciaries may be voted by the fiduciaries in such manner as the
instrument or order appointing such fiduciaries may direct. In the
absence of such direction or the inability of the fiduciaries to act in
accordance therewith, the following provisions shall apply: 4.0641. Joint Fiduciaries. Where Shares are held jointly
by three (3) or more fiduciaries, such Shares shall be voted in
accordance with the will of the majority. 4.0642. Equally Divided Fiduciaries. Where the
fiduciaries, or a majority of them, cannot agree, or where they
are equally divided, upon the question of voting such Shares, any
court of general equity jurisdiction may, upon petition filed by
any of such fiduciaries, or by any part in interest, direct the
voting of such Shares as it may deem for the best interests of the
beneficiaries, and such Shares shall be voted in accordance with
such direction. 4.0643. Proxy of Fiduciary. The general proxy of a
fiduciary shall be given the same weight and effect as the general
proxy of an individual or corporation. 4.065. Voting of Pledged Shares. Shares that are pledged may,
unless otherwise provided in the agreement of pledge, be voted by the
Shareholder pledging the same until the Shares shall have been
transferred to the pledgee on the books of the Corporation, and
thereafter they may be voted by the pledgee. 4.066. Proxies. A Shareholder may vote, either in person or by
proxy executed in writing by the Shareholder, or a duly authorized
attorney-in-fact. No proxy shall be valid after eleven (11) months from
the date of its execution, unless a longer time is expressly provided
therein. 4.067. Quorum. At any meeting of the Shareholders, a majority of
the Common Shares outstanding and entitled to vote, represented in person
or by proxy, shall constitute a quorum. 4.068. Voting Lists. The officer or agent having charge of the
share transfer books shall make, at least five (5) days before each
election of directors, a complete list of the Shareholders entitled by
the Articles of Incorporation to vote at such election, arranged in
alphabetical order, with the address and number of Shares so entitled to
vote held by each, which list shall be on file at the principal office of
the Corporation and subject to inspection by any Shareholder. Such list
shall be produced and kept open at the time and place of election and
subject to the inspection of any Shareholder during the holding of such
election. The




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original share register or transfer book or a duplicate thereof, kept in
the State of Indiana, shall be the only evidence as to who are the
Shareholders entitled to examine such list, or share register or transfer
book, or to vote at any meeting of the Shareholders. 4.069. Fixing of Record Date to Determine Shareholders Entitled to
Vote. For the purpose of determining Shareholders entitled to vote at
any meeting of Shareholders or any adjournment thereof, the Board of
Directors, may fix in advance a date as the record date for any such
determination of Shareholders, such date in any case to be not more than
fifty (50) days prior to the date of such meeting. In the absence of
such a determination by the Board of Directors, such date shall be ten
(10) days prior to the date of such meeting. Any person who acquires
title to a Share after the record date shall upon written request to the
Shareholder of record be entitled to receive from the Shareholder of
record a proxy, with power of substitution, to vote that Share. 4.07 Taking Action by Consent. Any action which may be taken at a
meeting of the Shareholders, may be taken without a meeting if, prior to such
action, a consent in writing, setting forth the action so taken, shall be
signed by all of the Shareholders entitled to vote with respect to the subject
matter thereof, and such written consent is filed with the minutes of the
proceedings of the Shareholders. 4.08 Order of Business. The order of business at annual meetings, and so
far as practicable, at all other meetings of Shareholders shall be:  Proof of due notice of meeting;
Reading and disposal of any unapproved minutes;
Annual reports of officers and committees;
Election of directors;
New business;
Adjournment ARTICLE 5 The Board of Directors 5.01. Election and Qualification. The number of directors shall be
between eight (8) and twelve (12). The number may be increased or decreased
from time to time by amendment of this Section except as otherwise provided for
in the Restated Articles of Incorporation and no decrease shall have the effect
of shortening the term of any incumbent director. Commencing with the annual
meeting of shareholders held in 2001, the directors shall be divided into three
(3) classes, as nearly equal in number as possible, with the term of office of
the first class to expire at the 2002 annual meeting of shareholders, the term
of office of the second class to expire at the 2003 annual meeting of
shareholders, and the term of the third class expiring at the 2004 annual
meeting of




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shareholders. At each annual meeting of shareholders following such initial
classification, directors elected by the shareholders to succeed those
directors whose terms expire shall be elected for a term of office to expire at
the third succeeding annual meeting of shareholders after their election. Each
director shall hold office until his successor is elected and qualified or
until his earlier resignation or removal. Directors need not be shareholders
of the Corporation. At least a majority of the directors shall be citizens of
the United States. 5.02. Vacancies. Any vacancy occurring in the Board of Directors caused
by resignation, death or other incapacity, or increase in the number of
directors may be filled by a majority vote of the remaining members of the
Board of Directors. If a director ceases to serve before his or her term
expires, the individual replacing the departing director shall be named to
serve the remainder of the departing directors term. Until any such vacancy
is so filled, the existing directors shall constitute the Board of Directors.
Shareholders shall be notified of any increase in the number of directors and
the name, address, principle occupation, and other pertinent information about
any director elected by the Board of Directors to fill any vacancy. 5.03. Annual Meeting. The Board of Directors shall meet each year after
the annual meeting of Shareholders (either within or without the State of
Indiana), for the purpose of organization, election of officers and
consideration of any other business that may properly be brought before the
meeting. The time of this meeting shall be no later than the first regular or
special meeting of the Board of Directors, at which a quorum shall be present,
held after the annual meeting of Shareholders. No additional notice of any
kind to either old or new members of the Board of Directors shall be necessary. 5.04. Regular Meetings. Regular meetings of the Board of Directors may
be held with notice by letter, telegram, cable, radiogram, telephone, or
radiophone, or without any notice whatever, and at such place and times, as may
be fixed from time to time by resolution of the Board of Directors. 5.05. Special Meetings. Special meetings of the Board of Directors may
be called at any time by the Chairman of the Board, President or any
Vice-President, and shall be called on the written request of one-fourth (1/4)
of the directors. Notice of such a special meeting shall be sent by the
Secretary or an Assistant Secretary to each director at his residence or usual
place of business by letter, telegram, cable or radiogram, delivered for
transmission not later than the second day immediately preceding the day for
the meeting, or by word of mouth telephone, or radiophone received not later
than during the day immediately preceding the day for the meeting. In lieu of
such notice, a director may sign a written waiver of notice either before the
time of the meeting, at the time of the meeting, or after the time the meeting.
Neither the business to be transacted at, nor the purpose of, any meeting of
the Board of Directors need be specified in the notice or waiver of notice of
the meeting. Any meeting of the Board of Directors for which notice is
required shall be a legal meeting, without notice thereof having been given, if
all the directors, who have not waived notice thereof in writing, shall be
present in person.




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5.06. Place of Meetings. The directors may hold their meetings, have one
or more offices, and keep the books of the Corporation, except as may be
provided by law, within or without the State of Indiana, at any office or
offices of the Corporation, or at any other place, as they may from time to
time by resolution determine. If the resolution of the Board of Directors
calling a regular meeting or the written request calling a special meeting
expressly provides, a meeting of the Board of Directors may be held by
conference telephone call or any other medium which allows each director to
participate in discussions and to hear the views of the other directors. If a
meeting is held, the directors connected to the conference telephone call or
other medium shall be counted as present for the purpose of determining a
quorum. 5.07. Quorum. One-third (1/3) of the actual number of directors elected
and qualified, from time to time, shall be necessary to constitute a quorum for
the transaction of any business except the filling of vacancies, and the act of
a majority of the directors present at a meeting, at which a quorum is present,
shall be the act of the Board of Directors, unless the act of a great number is
required by the Act, by the Articles of Incorporation, or by the By-Laws. A
director who is present at a meeting of the Board of Directors at which action
on any corporate matter is taken, shall be conclusively presumed to have
assented to the action taken, unless (i) his dissent shall be affirmatively
stated by him at and before the adjournment of such meeting (in which even the
fact of such dissent shall be entered by the secretary of the meeting in the
minutes of the meeting), or (ii) he shall forward such dissent by registered
mail to the Secretary of the Corporation immediately after the adjournment of
the meeting. The right of dissent provided for by either clause (i) or clause
(ii) of the immediately preceding sentence shall not be available, in respect
of any matter acted upon at any meeting, to a director who voted at the meeting
in favor of such matter and did not change his vote prior to the time that the
result of the vote on such matter was announced by the chairman of such
meeting. 5.08. Action by Consent. Any action required by or permitted to be taken
at any meeting of the Board of Directors or of any committee thereof may be
taken without a meeting, if prior to such action a written consent to such
action is signed by all members of the Board or such committees as the case may
be, and such written consent is filed with the minutes of proceedings of the
Board or committee. 5.09. Removal. Directors may be removed as provided in the Restated
Articles of Incorporation. 5.10. Powers of Directors. The Board of Directors shall exercise all the
powers of the Corporation, subject to the restrictions imposed by law, by the
Articles of Incorporation, or by these By-Laws. 5.11. Dividends. The Board of Directors shall have power, subject to any
restrictions contained in the Articles of Incorporation, to declare and pay
dividends upon the outstanding Shares of the Corporation, out of the unreserved
and unrestricted capital




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and earned surplus of the Corporation. Dividends may be paid in cash, in
property, or in Shares of the Corporation, but no dividend payable in cash or
property shall be paid out of surplus due to or arising from unrealized
appreciation in value or from revaluation of assets. 5.12. Compensation of Directors. The Board of Directors is empowered and
authorized to fix and determine the compensation of directors as directors, and
any additional compensation for such additional services any of such directors
may perform for the Corporation. 5.13. Resignation. A director may resign at any time by filing his
written resignation with the Chairman of the Board, the President or the
Secretary of the Corporation, or with the Board of Directors, and such
resignation shall become effective upon such filing. 5.14. Reliance on Corporation Records. Each Director shall be fully
protected in relying in good faith upon the books of account and records of the
Corporation or upon statements prepared by any of its officers or employees. ARTICLE 6 Executive Committee 6.01. Designation of Executive Committee. The Board of Directors may, by
resolution adopted by a majority of the actual number of directors elected and
qualified, from time to time, designate two (2) or more independent directors
(as determined by the Board of Directors in accordance with guidelines of the
New York Stock Exchange and other applicable regulations) to constitute an
executive committee, which committee, to the extent provided in such
resolution, shall have and exercise the authority of the Board of Directors,
but the designation of such committee and the delegation thereto of authority
shall not operate to relieve the Board of Directors, or any member thereof, of
any responsibility imposed upon it or him by law. No member of the executive
committee shall continue to be a member thereof after he ceases to be a
director of the Corporation. The Board of Directors shall have the power at
any time to increase or diminish the number of members of the executive
committee, to fill vacancies thereon, to change any member thereof, and to
change the functions or terminate the existence thereof. 6.02. Powers of the Executive Committee. During the intervals between
meetings of the Board of Directors, and subject to such limitations as may be
required by law or by resolution of the Board of Directors, the executive
committee shall have and may exercise such powers of the Board of Directors in
the management of the business and affairs of the Corporation as may from time
to time be specified by resolution of the Board of Directors. The executive
committee may also from time to time formulate and recommend to the Board of
Directors for approval general policies regarding the




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management of the business and affairs of the Corporation. All minutes of
meetings of the executive committee shall be submitted to the next succeeding
meeting of the Board of Directors for approval; but failure to submit the same
or to receive the approval thereof shall not invalidate any completed or
incompleted action taken by the Corporation upon authorization by the executive
committee prior to the time at which the same should have been, or were,
submitted as above provided. The executive committee shall not have the
authority of the Board of Directors in reference to the matters described in
Section 23-1-34-6(e) of the Act or any successor provision. 6.03. Procedure; Meetings; Quorum. The chairman of the executive
committee of the Corporation shall, if present, act as chairman at all meetings
of the executive committee, and the Secretary of the Corporation shall, if
present, act as secretary of the meeting. In case of the absence from any
meeting of the executive committee of the chairman of the executive committee
or the Secretary of the Corporation, the executive committee shall appoint a
chairman or secretary, as the case may be, of the meeting. The executive
committee shall keep a record of its acts and proceedings. Regular meetings of
the executive committee, of which no notice shall be necessary, shall be held
on such days and at such places as shall be fixed by resolution adopted by a
majority of the executive committee. Special meetings of the executive
committee shall be called at the request of any member of the executive
committee. Written notice of each special meeting of the executive committee
shall be sent by the Secretary or an Assistant Secretary to each member of the
executive committee at his residence or usual place of business by letter,
telegram, cable, electronic mail, facsimile or other electronic means,
delivered for transmission not later than the second day immediately preceding
the day for the meeting, or by word of mouth, telephone, electronic mail,
facsimile or other electronic means received not later than during the day
immediately preceding the day for the meeting; provided, that any such notice
need not be given to any member of the executive committee who has waived such
notice either in writing or by telegram, cable, electronic mail, facsimile or
other electronic means, arriving either before or after such meeting, or who
shall be present at the meeting. Any meeting of the executive committee shall
be a legal meeting, without notice thereof having been given, if all members of
the executive committee who have not waived notice thereof shall be present in
person. Neither the business to be transacted at, nor the purpose of, any
meeting of the executive committee need be specified in the notice or waiver of
notice of the meeting. The executive committee may hold its meetings within or
without the State of Indiana, as it may from time to time by resolution
determine. If the resolution of the executive committee calling a regular
meeting or the written request calling a special meeting expressly provides, a
meeting of the executive committee may be held by conference telephone call or
any other medium which allows each member to participate in discussions and to
hear the views of the other members. If a meeting is held, the members
connected to the conference telephone call or other medium shall be counted as
present for the purpose of determining a quorum. A majority of the executive
committee, from time to time, shall be necessary to constitute a quorum for the
transaction of any business, and the act of a majority of the members present
at a meeting at which a quorum is present shall be the act of the executive
committee. The members of the




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executive committee shall act only as a committee, and the individual members
shall have no power as such. The Board of Directors may vote to the members of
the executive committee a reasonable fee as compensation for attendance at
meetings of such committee. 6.04. Other Committees. From time to time the Board of Directors, by the
affirmative vote of a majority of the actual number of directors elected and
qualified, may appoint, from among their number, other committees for any
purpose or purposes, and each such committee shall have such powers as shall be
conferred by the resolution of appointment. 6.05. Audit Committee. The Board of Directors shall by resolution
adopted by a majority of the actual number of directors elected and qualified,
from time to time, designate two or more of its members who are not officers,
to constitute an Audit Committee of the Board of Directors. The Audit
Committee shall have, and may exercise the authority of the Board of Directors
to the extent provided in such resolutions, as to matters relating to the
appointment of independent certified public accountants, the reliability of
financial statements, the adequacy of financial controls, the conduct of
audits, and such investigations of other financial or operational matters
related to the Company as the Board of Directors shall direct. The Audit
related to the Committee shall make appropriate reports and other related
recommendations to the Board, (which reports may be relied upon by members of
the Board of Directors who are not members of the Audit Committee, as to
matters within the Audit Committees designated authority, if the director
reasonably feels the Committee merits confidence and has no knowledge
concerning the matter in question that would cause such reliance to be
unwarranted). A member of the Board of Directors who is not a member of the
Audit Committee shall not be liable for any action taken by the Committee if
the member has acted in good faith and in a manner reasonably believed to be in
the best interests of the Corporation. ARTICLE 7 The Officers 7.01. Number. The officers of the Corporation shall consist of the
Chairman of the Board of Directors, if elected, the President, one or more
Vice-Presidents, if elected, (to be classified as determined by the Board of
Directors, as Executive Vice-Presidents, Senior Vice-Presidents,
Vice-Presidents or Assistant Vice-Presidents), the Treasurer, the Secretary,
and such other officers (including a controller) and assistants as the Board of
Directors may appoint. Any two or more offices may be held by the same person,
except that the duties of the President and Secretary shall not be performed by
the same person. 7.02. Election, Term of Office and Qualification. The officers shall be
chosen annually by the Board of Directors. Each officer shall hold office
until his successor is chosen and qualified, or until his death, or until he
shall have resigned, or shall have been removed in the manner hereinafter
provided.




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7.03. Removal. Any officer may be removed, either with or without cause,
at any time, by the vote of a majority of the actual number of directors
elected and qualified, from time to time, at any regular or special meeting of
the Board of Directors. 7.04. Resignations. Any officer may resign at any time by giving written
notice to the Board of Directors, or to the President or the Secretary. Such
resignation shall take effect at the time specified therein, and unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective. 7.05. Vacancies. Any vacancy in any office because of death,
resignation, removal or any other cause may be filled for the unexpired portion
of the term in the manner prescribed in the By-Laws for election or appointment
to such office. 7.06. The Chairman of the Board & Chief Executive Officer. The Chairman
of the Board and Chief Executive Officer, if elected, who shall be chosen from
among the directors, shall preside at all meetings of the Board of Directors
and the Shareholders. He shall discharge all the usual functions of the chief
executive officer of a corporation and shall perform such other duties as the
Board of Directors may from time to time assign to him. In the case of the
death of the Chairman and CEO, or in the case of his absence or inability to
act without having designated an officer to act temporarily in his place, the
officer so to perform the duties of the Chairman and CEO shall be designated by
the Chairman of the Executive Committee of the Board. 7.07. The President. In the absence of the Chairman of the Board, the
President shall preside at all meetings of the Shareholders and at meetings of
the Board of Directors. He shall exercise such duties as customarily pertain
to the office of the President and shall have general and active supervision
over the property, business and affairs of the Corporation and over its several
Officers. He may appoint officers, agents or employees other than those
appointed by the Board of Directors and shall perform such other duties as may
be prescribed from time to time by the Board of Directors or by the By-Laws. 7.08. The Vice-Presidents. The Vice-Presidents (including Executive
Vice-Presidents, Senior Vice-Presidents and Assistant Vice-Presidents) shall
have such powers and perform such duties as the Board of Directors may from
time to time prescribe or as the President may from time to time delegate to
them. At the request of the President, one such officer may, in the case of
the absence or inability to act of the President, temporarily act in his place.
In the case of the death of the President, or in the case of his absence or
inability to act without having designated an officer to act temporarily in his
place, the officer so to perform the duties of the President shall be
designated by the Chairman of the Board and Chief Executive Officer. 7.09. The Secretary. The Secretary shall have the custody and care of
the




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corporate seal, records, minutes and share books of the Corporation. He shall
attend all meetings of the Shareholders and of the Board of Directors, and
shall keep, or cause to be kept in a book provided for the purpose, a true and
complete record of the proceedings of such meetings, and shall perform a like
duty for all standing committees appointed by the Board of Directors, when
required. He shall attend to the giving and serving of all notices of the
Corporation, shall file and take charge of all papers and documents belonging
to the Corporation and shall perform such other duties as these By-Laws may
require or the Board of Directors may prescribe. 7.10. The Treasurer. The Treasurer shall be the financial officer of the
Corporation; shall have charge and custody of, and be responsible for, all
funds of the Corporation, and deposit all such funds in the name of the
Corporation in such banks, trust companies or other depositaries as shall be
selected by the Board of Directors; shall receive, and give receipts for,
moneys due and payable to the Corporation from any source whatsoever; and, in
general, shall perform all the duties as, from time to time, may be assigned to
him by the Board of Directors or by the President. The Treasurer shall render
to the President and the Board of Directors, whenever the same shall be
required, an account of all of his transactions as Treasurer and of the
financial condition of the Corporation. 7.11 The Controller. The Controller, if a controller is elected, shall
be responsible to the Board of Directors and the President for all financial
control and internal audit of the Corporation and its subsidiaries. He shall
perform such other duties as may be assigned to him by the Board of Directors
or the President. 7.12. The Assistant Secretaries. The Assistant Secretaries, as directed
by the President or the Board of Directors, shall perform the duties of the
Secretary during the absence or inability of the Secretary to perform such
duties, or any of them. They shall perform such other duties as the President
or the Board may prescribe. 7.13. The Assistant Treasurers. The Assistant Treasurers as directed by
the President or the Board of Directors, shall perform the duties of the
Treasurer during the absence or inability of the Treasurer to perform such
duties, or any of them. They shall perform such other duties as the President
and the Board may prescribe. 7.14. Other Offices. The Board of Directors may create such other
offices as it may from time to time deem desirable with such duties as it may
determine. ARTICLE 8 Corporate Acts 8.01. Execution of Deeds, Contracts, etc. All deeds and mortgages made
by the Corporation and all other written contracts and agreements to which the
Corporation shall be a party shall be (i) executed in its name by the Chairman
of the Board, the President or




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a Vice-President and (ii) attested by any officer of the Corporation other than
the officer executing the document. 8.02. Execution of Checks, Notes, etc. All checks, drafts, notes, bonds,
bills of exchange and orders for the payment of money by the Corporation shall
be signed by such officer or officers of the Corporation as the Board of
Directors from time to time may authorize and direct. 8.03. Execution of Certain Securities. All assignments or endorsements
of stock certificates, registered bonds, or other securities owned by the
Corporation shall, unless otherwise directed by the Board of Directors, or
unless otherwise required by law, be (i) signed by the Chairman of the Board,
the President or a Vice-President and (ii) attested by any officer of the
Corporation other than the officer signing the security. The Board of
Directors may, however, authorize any one of such officers to sign any of such
instruments, for and on behalf of the Corporation, without the necessity of
counter-signatures; may designate officers or employees of the Corporation,
other than those named above, who may, in the name of the Corporation, sign
such instruments; and may authorize the use of facsimile signatures of any of
such persons. 8.04. Voting of Shares Owned by Corporation. Subject always to the
further orders and directions of the Board of Directors, any share or shares
issued by any other corporation and owned or controlled by the Corporation may
be voted at any shareholders meeting of such other corporation by the Chairman
of the Board, or in his absence, by the President of the Corporation or in
their absence by any Vice-President of the Corporation who may be present.
Whenever, in the judgement of the Chairman of the Board or, in his absence, the
President, it is desirable for the Corporation to execute a proxy or give a
shareholders consent in respect to any share or shares issued by any other
corporation and owned by the Corporation, such proxy or consent shall be
executed in the name of the Corporation by the Chairman of the Board, the
President or a Vice-President of the Corporation and shall be attested by the
Secretary or an Assistant Secretary of the Corporation under the corporate
seal. Any person or persons designated in the manner above stated as the proxy
or proxies of the Corporation shall have full right, power and authority to
vote the share or shares issued by such other corporation and owned by the
Corporation, the same as such share or shares might be voted by the
Corporation. ARTICLE 9 Amendments The power to make, alter, amend or repeal these By-Laws is vested in the
Board of Directors, but the affirmative vote of a majority of the actual number
of directors elected and qualified from time to time, shall be necessary to
effect any alteration, amendment or repeal of these By-Laws.




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ARTICLE 10 Miscellaneous 10.01. Control Share Opt-Out. Chapter 42 of the Indiana Business
Corporation Law, as amended (the IBCL), shall not apply to control share
acquisitions (as defined in the IBCL) of shares of the Corporation.