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".

     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 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 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
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.

12.20.94
     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 atsuch 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 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 (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 changed 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 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, 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

8.19.97
     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 eleven (11) directors.  Directors need not be
Shareholders of the Corporation.  At least a majority 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.

     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 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.

     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, 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 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 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 amending the Articles of Incorporation,
adopting an agreement or plan of merger or consolidation,
proposing a Special Corporate 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 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, or by word any such meeting need not be given to any
member of the executive committee who has waived such notice
either in writing or by telegram, cable or radiogram 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 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, 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 Qualifications.  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.

     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.

     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
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 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 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 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 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
     10.02  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.

Updated 8/20/97