CODE OF BY-LAWS
                              
                 IRWIN FINANCIAL CORPORATION
                              
                          ARTICLE 1
                              
                         Definitions

8.21.90
     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 General Corporation Act.

     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
 8.20.90
     2.01. Name.  The name of the Corporation is IRWIN
FINANCIAL CORPORATION.

     2.02.          Principal Office and Resident Agent  --
Power to Change.    The post-office address of the principal
office of the Corporation is 500 Washington Street,
Columbus, Indiana 47201, and the post -office 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 filling
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.

     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".
XXXPAGE 114XXX

     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 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 dividend, 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 have been fully paid and are nonassessable.  If
such certificate is countersigned by the written signature
or a registrar other than the Corporation of its employee,
the signatures of the transfer agent and the officers of the
Corporation may be facsimiles.  In case any officer,
XXXPAGE 115XXX

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 and Taxes.    Any applicable
     law related 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.     Timely 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
          
          3.064.    Other Requirements. Satisfies any other
     reasonable requirements imposed by the Corporation for
     the transfer or for a new certificate.
     
     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 Shares represented
XXXPAGE 116XXX

     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
in 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.

12.20.94
     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 Incorporation, or
By-Laws, the purpose or purposes for which the meeting is
called, shall be delivered or mailed by the Secretary, or by
the officers or persons calling the meeting, to each
Shareholder of record entitled by the Articles of
Incorporation and by the Act to vote as such meeting, at
such address as appears upon the records of the Corporation,
at least ten (10) days before the date of the meeting.
Notice of any such meeting may be waived in writing by any
Shareholder, if the
XXXPAGE 117XXX

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 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 (i) 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 but the resolutions appointing the
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 the 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 corporations may
          prescribe.
          
          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
XXXPAGE 118XXX

          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 majority.
               
               4.0642.                     Equally Divided
               Fiduciaries.                Where the
               fiduciaries, or 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 party 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 original share register or
          transfer book or duplicate thereof, kept in the
          State of Indiana,
XXXPAGE 119XXX

          Shall be the 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
                              
8.20.96
     5.01.                   Election and Qualification.
At the first annual meeting of the Shareholders, and at each
annual meeting thereafter, directors shall be elected by the
Shareholders entitled by the Articles of Incorporation to
elect directors, for a term of one year; and they shall hold
office until their respective successors are chosen and
qualified.  The Board shall consist of twelve (12)
directors.  Directors need not be Shareholders of the
Corporation.  At least a majority of the director of the
directors shall be citizens of the United States.  The
number of directors may be increased or decreased from time
to time by amendment to the By-Laws, but no decrease shall
have the effect of shortening the term of any incumbent
director.
XXXPAGE 120XXX

     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, until the next annual or special meeting
of the Shareholders or, at the discretion of the Board of
Directors, such vacancy may be filled by vote of the
Shareholders at a special meeting called for the purpose.
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 of
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.

     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 form 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
XXXPAGE 121XXX

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 greater 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 event 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 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 of 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.    Any or all of the directors
may be removed, with or without cause, at a meeting of the
Shareholders called expressly for that purpose by a vote of
the holders of a majority of the Shares then entitled to
vote at an election of directors.

     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 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.
XXXPAGE 122XXX


     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
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 of its number to constitute
an executive committee which committee to the extent
provided in such resolution, shall have and exercise all of
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, ant 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 all of the powers of
the Board of Directors in the management of the business and
affairs of the Corporation, including power to authorize the
seal of the Corporation to affixed to all papers which may
require it .  The executive committee may also from time to
time formulate and recommend to the Board of Directors for
approval general policies regarding the management of the
business and affairs of the Corporation.  All minutes of the
meetings of the executive committee shall be submitted to
the next succeeding meeting of the Board of Directors for
approval; but 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 amending the Articles of
Incorporation, adopting an agreement or plan of merger or
consolidation, proposing a Special Corporate 
XXXPAGE 123XXX

Transaction as
defined in the Act, recommending to the Shareholders a
voluntary dissolution of the Corporation or a revocation
thereof, or amending these By-Laws.

     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 held on
such days and at such places as shall be fixed by resolution
adopted by majority 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 or radiogram, delivered for
transmission not later than during the day immediately
preceding the day for the meeting, or by word any such
meeting need not be given to any member of the executive
committee who has waived such notice 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
in writing or by telegram, cable or radiogram 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 the conference telephone call or any other medium
which allows each member to participate in discussion 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 shall be the
act of the executive committee.  The members of the
executive committee shall act only as a committee, and the
individual member 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, form 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.
XXXPAGE 124XXX

     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 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'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 (included 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

     7.02.          Election, Term of Office and
Qualifications.     The officers shall be chosen annually by
the Board of Directors.  Each officers 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.

     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
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.
XXXPAGE 125XXX

     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.    The Chairman of
the Board, if elected, who shall be chosen from among the
directors, shall preside at all meetings of the Board of
Directors and the Shareholders and shall perform such other
duties as the Board of Directors may from time to time
assign to him.

     7.07.           The President.     The President shall
be chief executive and administrative officer of the
Corporation.  In the absence of the Chairman of the Board he
shall preside at all meetings o f 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 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.

     7.09. The Secretary.     The Secretary shall have the
custody and care of the 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 of 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 officers of the Corporation; shall have charge and
custody of, and 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 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
XXXPAGE 126XXX

same shall be required,
and 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 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 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 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.
XXXPAGE 127XXX

     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 any Vice-President of the Corporation who may be present.
Whenever, in the judgment of the Chairman of he 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 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.

                         ARTICLE 10
                              
                        Miscellaneous

 4.26.90
     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.
XXXPAGE 128XXX