Exhibit 3(ii)

                                     BY-LAWS
                                       OF
                           BLUE RIVER BANCSHARES, INC.


                                    ARTICLE I

         Section 1. Name. The name of the corporation is Blue River Bancshares,
Inc.

         Section 2. Registered Office and Registered Agent. The street address
of the Registered Office of the Corporation is One Indiana Square, Suite 2800,
Indianapolis, Indiana 46204-2017, and the name of its Registered Agent at that
office is Michael J. Messaglia.

         Section 3. Seal. Unless otherwise required by law, the Corporation
shall not be required to use a seal. If the Board of Directors of the
Corporation determines that the Corporation shall use a seal, the seal 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 words "Blue
River Bancshares, Inc." and about the lower periphery thereof shall appear the
word "Indiana." In the center of the seal shall appear the word "Seal."

         Section 4. Certain References. All references in these By-Laws to the
Indiana Business Corporation Law shall mean and include the Indiana Business
Corporation Law in effect on the date that these By-Laws are adopted by the
Board of Directors of the Corporation or as such law may be amended thereafter
from time to time, and including any successor to such law. All references in
these By-Laws to the Articles of Incorporation of the Corporation shall mean and
include the Articles of Incorporation in effect on the date that these By-Laws
are adopted by the Board of Directors of the Corporation or as such Articles of
Incorporation may be amended thereafter from time to time.

                                   ARTICLE II

                                   Fiscal Year

         The fiscal year of the Corporation shall begin each year on the first
day of January and end on the last day of December of the same year.

                                   ARTICLE III

                                  Capital Stock

         Section 1. Number of Shares and Classes of Capital Stock. The total
number of shares and classes of capital stock which the Corporation shall have
authority to issue shall be as set forth in the Corporation's Articles of
Incorporation from time to time.

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         Section 2. Consideration for Shares. The shares of stock of the
Corporation shall be issued or sold in such manner and for such amount of
consideration, received or to be received, as may be fixed from time to time by
the Board of Directors. Upon payment of the consideration fixed by the Board of
Directors, such shares of stock shall be fully paid and nonassessable.

         Section 3. Payment for Shares. The consideration determined by the
Board of Directors to be required for the issuance of shares of capital stock of
the Corporation may consist of any tangible or intangible property or benefit to
the Corporation, including cash, promissory notes, services performed, contracts
for services to be performed or other securities of the Corporation.

         If the Board of Directors authorizes the issuance of shares for
promissory notes or for promises to render services in the future, the
Corporation shall report in writing to the shareholders the number of shares
authorized to be so issued with or before the notice of the next shareholders
meeting.

         The Corporation may place in escrow shares issued for a contract for
future services or benefits or a promissory note, or make other arrangements to
restrict the transfer of the shares, and may credit distributions in respect of
the shares against their purchase price, until the services are performed, the
note is paid, or the benefits received. If the services are not performed, the
note is not paid, or the benefits are not received, the shares escrowed or
restricted and the distributions credited may be cancelled in whole or in part.

         When payment of the consideration for which a share was authorized to
be issued shall have been received by the Corporation, 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.

         Section 4. Certificate for Shares. Each holder of capital stock of the
Corporation shall be entitled to a stock certificate, signed by the President or
a Vice President and the Secretary or any Assistant Secretary of the
Corporation, stating the name of the registered holder, the number of shares
represented by such certificate, and that such shares are fully paid and
nonassessable; provided, that if such shares are not fully paid, the
certificates shall be legibly stamped to indicate the percent which has been
paid, and as further payments are made, the certificate shall be stamped
accordingly.

         If the Corporation is authorized to issue shares of more than one
class, every certificate shall state the kind and class of shares represented
thereby, and the relative rights, interests, preferences and restrictions of
such class, or a summary thereof; provided, that such statement may be omitted
from the certificate if it shall be conspicuously set forth upon the face or
back of the certificate that such statement, in full, will be furnished by the
Corporation to any shareholder upon written request and without charge.

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         Section 5. Facsimile Signatures. If a certificate is countersigned by
the written signature of a transfer agent other than the Corporation or its
employee, the signatures of the officers of the Corporation may be facsimiles.
If a 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.

         Section 6. Transfer of Shares. The shares of capital stock of the
Corporation shall be transferable only on the books of the Corporation upon
surrender of the certificate or certificates representing the same, properly
endorsed by the registered holder or by his duly authorized attorney or
accompanied by proper evidence of succession, assignment or authority to
transfer.

         The Corporation may impose restrictions on the transfer or registration
of transfer of capital stock of the Corporation by means of these By-Laws, the
Articles of Incorporation or by an agreement with shareholders. Shareholders may
agree between or among themselves to impose a restriction on the transfer or
registration of transfer of shares. A restriction which is authorized by the
Indiana Business Corporation Law and which has its existence noted conspicuously
on the front or back of the Corporation's stock certificate is valid and
enforceable against the holder or a transferee of the holder of the
Corporation's stock certificate. If noted on the certificate the restriction is
enforceable against a person without knowledge of the restriction.

         Section 7. Cancellation. Every certificate surrendered to the
Corporation for exchange or transfer shall be cancelled, and no new certificate
or certificates shall be issued in exchange for any existing certificate until
such existing certificate shall have been so cancelled, except in cases provided
for in Section 9 of this Article III.

         Section 8. Transfer Agent and Registrar. The Board of Directors may
appoint a transfer agent and a registrar for each class of capital stock of the
Corporation and may require all certificates representing such shares to bear
the signature of such transfer agent and registrar. Shareholders shall be
responsible for notifying the transfer agent and registrar for the class of
stock held by such shareholder in writing of any changes in their addresses from
time to time, and failure so to do shall relieve the Corporation, its
shareholders, directors, officers, transfer agent and registrar of liability for
failure to direct notices, dividends, or other documents or property to an
address other than the one appearing upon the records of the transfer agent and
registrar of the Corporation.

         Section 9. Lost, Stolen, or Destroyed Certificates. The Corporation may
cause a new certificate or certificates to be issued in place of any certificate
or certificates theretofore issued

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by the Corporation alleged to have been lost, stolen or destroyed, upon the
making of an affidavit of that fact by the person claiming the certificate of
stock to be lost, stolen or destroyed. When authorizing such issue of a new
certificate or certificates, the Corporation may, in its discretion and as a
condition precedent to the issuance thereof, require the owner of such lost,
stolen or destroyed certificate or certificates, or his legal representative, to
give the Corporation a bond in such sum and in such form as it may direct to
indemnify against any claim that may be made against the Corporation with
respect to the certificate alleged to have been lost, stolen or destroyed or the
issuance of such new certificate. The Corporation, in its discretion, may
authorize the issuance of such new certificates without any bond when, in its
judgment, it is proper to do so.

         Section 10. Registered Shareholders. The Corporation shall be entitled
to recognize the exclusive right of a person registered on its books as the
owner of such shares to receive dividends, to vote as such owner, to hold liable
for calls and assessments, and to treat as owner in all other respects, and
shall not be bound to recognize any equitable or other claims to or interest in
such share or shares on the part of any other person, whether or not it shall
have express or other notice thereof, except as otherwise provided by the laws
of the State of Indiana.

                                   ARTICLE IV

                            Meetings of Shareholders

         Section 1. Place of Meeting; Conference Telephone Meetings. Meetings of
shareholders of the Corporation shall be held at such place, within or outside
the State of Indiana, as may from time to time be designated by the Board of
Directors, or as may be specified in the notices or waivers of notice of such
meetings. A shareholder may participate in a shareholders meeting by means of a
conference telephone or similar communications equipment by which all persons
participating in the meeting can communicate with each other, and participating
by these means constitutes presence in person at the meeting.

         Section 2. Annual Meeting. The annual meeting of shareholders for the
election of directors, and for the transaction of such other business as may
properly come before the meeting, shall be held on such day and at such time
within six (6) months following the close of the Corporation's fiscal year as
the Board of Directors may set by resolution. Failure to hold the annual meeting
within such time period shall not work any forfeiture or a dissolution of the
Corporation, and shall not affect otherwise valid corporate acts.

         Section 3. Special Meetings. Special meetings of the shareholders, for
any purpose or purposes, unless otherwise prescribed by statute or by the
Articles of Incorporation, may be called by the Board of Directors or the
President and shall be called by the President or Secretary at the request in
writing of a majority of the Board of Directors or at the request of
shareholders holding of record not less than a majority of all of the shares
outstanding and entitled by the Articles of Incorporation to vote on the
business for which the meeting is being called. Such request by the shareholders
shall be in writing, signed by all of such shareholders (or their duly
authorized proxies), dated and delivered to the Corporation's secretary.

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         Section 4. Notice of Meetings. A written or printed notice, stating the
place, day and hour of the meeting and, in the case of a special meeting or when
required by the Indiana Business Corporation Law, the Articles of Incorporation
or these 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 Indiana Business Corporation Law to vote at such
meeting, at such address as appears upon the records of the Corporation, at
least ten (10) days and no more than sixty (60) 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 such
meeting in person or by proxy shall constitute a waiver of notice of such
meeting. Each shareholder who has in the manner above provided waived notice of
a shareholders meeting, who personally attends a shareholders meeting or who is
represented at a shareholders meeting by a proxy authorized to appear by an
instrument of proxy, shall be conclusively presumed to have been given due
notice of such meeting. Notice of any adjourned meeting of shareholders shall
not be required to be given if the time and place thereof are announced at the
meeting at which the adjournment is taken, except as may be expressly required
by law.

         Section 5. Addresses of Shareholders. The address of any shareholder
appearing on the records of the Corporation or appearing on the records
maintained by the Transfer Agent if the Corporation has appointed a Transfer
Agent shall be deemed to be the latest address of such shareholder for the class
of stock held by such shareholder.

         Section 6. Voting at Meetings.

         (a)      Quorum. The holders of record of a majority of the issued and
                  outstanding stock of the Corporation entitled to vote at the
                  meeting, present in person or by proxy, shall constitute a
                  quorum at all meetings of shareholders for the transaction of
                  business, except where otherwise provided by law, the Articles
                  of Incorporation or these By-Laws. In the absence of a quorum,
                  any officer entitled to preside at, or act as secretary of,
                  such meeting shall have the power to adjourn the meeting from
                  time to time until a quorum shall be constituted. At any such
                  adjourned meeting at which a quorum shall be present, any
                  business may be transacted which might have been transacted at
                  the original meeting, but only those shareholders entitled to
                  vote at the original meeting shall be entitled to vote at any
                  adjournment or adjournments thereof unless a new record date
                  is fixed by the Board of Directors for the adjourned meeting.

         (b)      Voting Rights. Except as otherwise provided by law or by the
                  provisions of the Articles of Incorporation, every shareholder

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                  shall have the right at every shareholders' meeting to one (1)
                  vote for each share of stock having voting power, registered
                  in his name on the books of the Corporation on the date for
                  the determination of shareholders entitled to vote, on all
                  matters coming before the meeting, including, without
                  limitation, the election of directors. At any meeting of the
                  shareholders, every shareholder having the right to vote shall
                  be entitled to vote in person, or by proxy executed in writing
                  by the shareholder or a duly authorized attorney-in-fact and
                  bearing a date not more than eleven (11) months prior to its
                  execution, unless a longer time is expressly provided therein.

         (c)      Required Vote. When a quorum is present at any meeting, action
                  on a matter (other than the election of directors) is approved
                  if the votes cast favoring the action exceed the votes cast
                  opposing the action unless the Indiana Business Corporation
                  Law, the Articles of Incorporation or these By-Laws require a
                  greater number of affirmative votes. Unless otherwise provided
                  in the Articles of Incorporation, directors are elected by a
                  plurality of the votes cast by the shares entitled to vote in
                  the election at a meeting at which a quorum is present.

         (d)      Validity of a Vote, Consent, Waiver or Proxy Appointment. If
                  the name on a vote, consent, waiver or proxy appointment
                  corresponds to the name of a shareholder, the Corporation if
                  acting in good faith may accept the vote, consent, waiver or
                  proxy appointment and give it effect as the act of the
                  shareholder. The Corporation may reject a vote, consent,
                  waiver or proxy appointment if the authorized tabulation
                  officer, acting in good faith, has a reasonable basis for
                  doubt about the validity of the signature, or the signatory's
                  authority. If so accepted or rejected, the Corporation and its
                  officer are not liable in damages to the shareholder for any
                  consequences of the rejection. Any of the Corporation's
                  actions based on an acceptance or rejection of a vote,
                  consent, waiver or proxy appointment under this Section is
                  valid unless a court of competent jurisdiction determines
                  otherwise.

         Section 7. Voting List. The transfer agent (or, if the Corporation has
no transfer agent, the Secretary) of the Corporation shall make before each
meeting of shareholders, a complete list of the shareholders entitled by the
Articles of Incorporation to vote at such meeting, arranged in alphabetical
order, with the address and number of shares so entitled to vote held by each
shareholder. Such list shall be produced and kept open at the time and place of
the meeting of shareholders and shall be subject to the inspection of any
shareholder during the holding of such meeting.

         Section 8. Fixing of Record Date to Determine Shareholders Entitled to
Vote. The Board of Directors may prescribe a period not exceeding seventy (70)
days prior to meetings of the shareholders during which no transfer of stock on
the books of the Corporation may be made; or, in lieu of prohibiting the
transfer of stock may fix a day and hour not more than seventy (70) days prior
to the holding of any meeting of shareholders as the time as of which
shareholders

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entitled to notice of, and to vote at, such meeting shall be determined, and all
persons who are holders of record of voting stock at such time, and no others,
shall be entitled to notice of, and to vote at, such meeting. In the absence of
such a determination, such date and time shall be the close of business on the
tenth (10th) day prior to the date of such meeting. Any determination of
shareholders entitled to notice of, or to vote at, a shareholders meeting is
effective for any adjournment of the meeting unless the Board of Directors fixes
a new record date, which is only required if the meeting is adjourned to a date
more than one hundred twenty (120) days after the date fixed for the original
meeting.

         Section 9. Consent to Action by Shareholders. Any action required or
permitted to be taken at a shareholders meeting may be taken without a meeting
if one (1) or more written consents describing the action taken are signed by
all the shareholders entitled to vote on the action, and delivered to the
Corporation for inclusion in the minutes or filing with the corporate records.
Action taken under this section is effective when the last shareholder entitled
to vote on the action signs the consent, unless the consent specifies a
different prior or subsequent effective date.

                                    ARTICLE V

                               Board of Directors

         Section 1. Election, Number and Term of Office. Directors shall be
elected at the annual meeting of shareholders or, if not so elected, at a
special meeting of shareholders called for that purpose, by the holders of the
shares of stock entitled by the Articles of Incorporation to elect directors.

         The number of directors of the Corporation to be elected by the holders
of the shares of stock entitled by the Articles of Incorporation to elect
directors shall be six (6) unless changed by amendment of this Section.

         All directors elected by the holders of such shares, except in the case
of earlier resignation, removal or death, shall hold office until their
respective successors are duly elected and qualified. Directors need not be
shareholders of the Corporation.

         Section 2. Vacancies. Any vacancy occurring in the Board of Directors
caused by resignation, removal, death or other incapacity shall be filled by a
majority vote of the remaining members of the Board of Directors until the next
annual meeting of the shareholders. If the vote of the remaining members of the
Board shall result in a tie, such vacancy, at the discretion of the Board of
Directors, may be filled by vote of the shareholders at a special meeting called
for that purpose.

         Any vacancy on the Board of Directors caused by an increase in the
number of directors shall be filled by a majority vote of the members of the
Board of Directors until the next annual or special meeting of the shareholders
at which directors are elected or, at the discretion of the

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Board of Directors, such vacancy may be filled by vote of the shareholders at a
special meeting called for that purpose. No decrease in the number of directors
shall have the effect of shortening the term of any incumbent director.

         Section 3. Annual Meeting of Directors. The Board of Directors shall
meet each year immediately after the annual meeting of the shareholders, at the
place where such meeting of the shareholders has been held either within or
outside the State of Indiana, for the purpose of organization, election of
officers and consideration of any other business that may properly come before
the meeting. No notice of any kind to either old or new members of the Board of
Directors for such annual meeting shall be necessary.

         Section 4. Regular Meetings. Regular meetings of the Board of
Directors, if any, shall be held at such times and places, either within or
outside the State of Indiana, as may be fixed by the directors. Such regular
meetings of the Board of Directors may be held without notice or upon such
notice as may be fixed by the directors.

         Section 5. Special Meetings. Special meetings of the Board of Directors
may be called by the President or by not less than a majority of the members of
the Board of Directors then serving. Notice of the date, time and place, either
within or outside the State of Indiana, of a special meeting shall be personally
delivered or telephoned to each director at least twenty-four (24) hours prior
to the time of the meeting, or sent by telegraph, telecopy or over-night courier
to each director at his usual place of business or residence at least
forty-eight (48) hours prior to the time of the meeting. Directors, in lieu of
such notice, may sign a written waiver of notice either before the time of the
meeting, at the meeting or after the meeting. Attendance by a director in person
at any such special meeting shall constitute a waiver of notice unless the
director at the beginning of the meeting (or promptly upon the director's
arrival) objects to holding the meeting or transacting business at the meeting
and does not thereafter vote for or assent to action taken at the meeting.

         Section 6. Conference Telephone Meetings. A member of the Board of
Directors may participate in a meeting of the Board by means of a conference
telephone or similar communications equipment by which all persons participating
in the meeting can communicate with each other, and participation by these means
constitutes presence in person at the meeting.

         Section 7. Quorum. A majority 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 the 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 Indiana Business Corporation Law, by the Articles of
Incorporation or by these By-Laws. A director who is present at a meeting of the
Board of Directors or a committee 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 (a) he objects at the beginning of the meeting (or
promptly upon his arrival) to holding the meeting or transacting

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business at the meeting, (b) his dissent or abstention from the action taken is
entered in the minutes of the meeting, or (c) he delivers written notice of his
dissent or abstention to the presiding officer of the meeting before its
adjournment or to the Secretary of the Corporation immediately after adjournment
of the meeting. The right of dissent or abstention is not available to a
director who votes in favor of the action taken.

         Section 8. Consent to Action by Directors. 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 one (1) or more written
consents describing the action taken are signed by all members of the Board of
Directors or such committee, as the case may be, and such written consent is
filed with the minutes of proceedings of the Board of Directors or committee, or
filed with the corporate records reflecting the action taken. Action taken under
this section is effective when the last director signs the consent, unless the
consent specifies a different prior or subsequent effective date.

         Section 9. Removal of Directors. Unless otherwise provided in the
Articles of Incorporation, any director may be removed with or without cause
only by the affirmative vote of the holders of at least sixty-six and 67/100
percent (66.67%) of the actual number of outstanding shares of the Corporation
entitled to vote for the election of directors at a meeting called for that
purpose.

         Section 10. Resignations. Any director may resign at any time by giving
written notice to the Board of Directors, to the President or to the Secretary.
Any such resignation shall take effect upon receipt of such notice or at any
later time specified therein, and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

         Section 11. Distributions. The Board of Directors shall have power,
subject to any restrictions and limitations contained in the Indiana Business
Corporation Law or in the Articles of Incorporation, to declare and pay
dividends and distributions upon the outstanding capital stock of the
Corporation to its shareholders as and when they deem expedient.

         Section 12. Fixing of Record Date to Determine Shareholders Entitled to
Receive Corporate Benefits. The Board of Directors may fix a record date,
declaration date and payment date with respect to any share dividend or
distribution to the Corporation's shareholders. If no record date is fixed for
the determination of shareholders entitled to receive payment of a distribution,
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.

         Section 13. Interest of Directors in Contracts. Any contract or other
transaction between the Corporation and any corporation in which this
Corporation owns a majority of the capital stock or between the Corporation and
any corporation which owns a majority of the capital stock of the Corporation
shall be valid and binding, notwithstanding that the directors or officers of
this Corporation are identical or that some or all of the directors or officers
or both, are also directors or officers of such other corporation.

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         Any contract or other transaction with the Corporation in which a
director of the Corporation has a direct or indirect interest is not voidable by
the Corporation solely because of the director's interest in the transaction, if
any one (1) of the following is true:

         (a)      The material facts of the transaction and the director's
                  interest were disclosed or known to the Board of Directors or
                  a committee of the Board of Directors and the Board of
                  Directors or committee authorized, approved or ratified the
                  transaction; or

         (b)      The material facts of the transaction and the director's
                  interest were disclosed or known to the shareholders entitled
                  to vote and they authorized, approved or ratified the
                  transaction; or

         (c)      The transaction was fair to the Corporation.

         A transaction is authorized, approved or ratified if it receives the
affirmative vote of a majority of the directors on the Board of Directors or on
the committee who have no direct or indirect interest in the transaction, but it
cannot be authorized, approved or ratified by a single director. If a majority
of the directors who have no direct or indirect interest in the transaction vote
to authorize, approve or ratify the transaction, a quorum is present for the
purposes of this Section. The presence of or a vote cast by, a director with a
direct or indirect interest in the transaction does not affect the validity of
any transaction if it is otherwise authorized, approved or ratified as provided
in this Section.

         Shares owned by or voted under the control of a director who has a
direct or indirect interest in the transaction, and shares owned by or voted
under the control of an entity in which the director has a direct or indirect
interest, may be counted in a vote of shareholders to determine whether to
authorize, approve or ratify a conflict of interest transaction under Subsection
(b).

         For purposes of this Section, a director of the Corporation has an
indirect interest in a transaction if:

                  (i)      Another entity in which the director has a material
                           financial interest or in which the director is a
                           general partner is a party to the transaction; or

                  (ii)     Another entity of which the director is a director,
                           officer, partner, member, manager, owner or trustee
                           is a party to the transaction and the transaction is,
                           or is required to be, considered by the Board of
                           Directors of the Corporation.

         This Section shall not be construed to invalidate any contract or other
transaction which would otherwise be valid under the common and statutory law
applicable thereto.

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         Section 14. Committees. 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 from among its members an executive committee and
one or more other committees, each of which, to the extent provided in the
resolution, the Articles of Incorporation or these By-Laws, may exercise all of
the authority of the Board of Directors of the Corporation. However, no such
committee shall have the authority to (a) authorize distributions (except a
committee may authorize or approve a reacquisition of shares if done according
to a formula or method, or within a range, prescribed by the Board of
Directors), (b) approve or propose to shareholders action that the Indiana
Business Corporation Law requires to be approved by shareholders, (c) fill
vacancies on the Board of Directors or any of its committees, (d) amend the
Articles of Incorporation, (e) adopt, amend or repeal the By-Laws, (f) approve a
plan of merger not requiring shareholder approval, or (g) authorize or approve
the issuance or sale or a contract for sale of shares, or determine the
designation and relative rights, preferences and limitations of a class or
series of shares, except the Board of Directors may authorize a committee to
take the action described in this subsection within limits prescribed by the
Board of Directors. No member of any such committee shall continue to be a
member thereof after he ceases to be a director of the Corporation.


                                   ARTICLE VI

                                    Officers

         Section 1. Principal Officers. The principal officers of the
Corporation shall be a President, a Treasurer, a Secretary and such Vice
Presidents as may be determined from time to time by the Board of Directors. The
Corporation may also have, at the discretion of the Board of Directors, such
other subordinate officers as may be appointed in accordance with the provisions
of these By-Laws. The same individual may hold more than one office at any time,
and a single individual may hold all of the offices at any time.

         Section 2. Election and Term of Office. The principal officers of the
Corporation shall be chosen annually by the Board of Directors at the annual
meeting thereof. Each such officer shall hold office until his successor shall
have been duly elected and qualified or until his earlier resignation, removal
or death.

         Section 3. Removal. Any principal officer may be removed, either with
or without cause, at any time, by resolution adopted at any meeting of the Board
of Directors by a majority of the actual number of directors elected and
qualified from time to time.

         Section 4. Subordinate Officers. In addition to the principal officers
enumerated in Section 1 of this Article VI, the Corporation may have one or more
Assistant Treasurers, one or

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more Assistant Secretaries and such other officers, employees and agents as the
Board of Directors may deem necessary, each of whom shall hold office for such
period, may be removed with or without cause, have such authority and perform
such duties as the President, any Vice President or the Board of Directors may
from time to time determine. The Board of Directors may delegate to any
principal officer the power to appoint and to remove any such subordinate
officers, employees or agents.

         Section 5. Resignations. Any officer may resign at any time by giving
written notice to the Board of Directors, to the President or to the Secretary.
Any such resignation shall take effect upon receipt of such notice or at any
later time specified therein and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

         Section 6. Vacancies. Any vacancy in any office for any cause may be
filled for the unexpired portion of the term in the manner prescribed in these
By-Laws for election or appointment to such office for such term.

         Section 7. Chairman of the Board. The Chairman of the Board, who shall
be chosen from among the directors, shall preside at all meetings of
shareholders and at all meetings of the Board of Directors. The Chairman shall
perform such other duties and have such other powers as, from time to time, may
be assigned to the Chairman by the Board of Directors.

         Section 8. President. The President shall be the chief executive
officer of the Corporation and as such shall preside at all meetings of
shareholders and at all meetings of the Board of Directors. The President shall
have general supervision of the affairs of the Corporation, subject to the
control of the Board of Directors. The President shall be an ex-officio member
of all standing committees. In general, the President shall perform all duties
and have all the powers incident to the office of President, as herein defined,
and all such other duties and powers as, from time to time, may be assigned to
the President by the Board of Directors.

         Section 9. Vice Presidents. The Executive Vice President, if one has
been appointed, and then the Vice Presidents in the order of their seniority,
unless otherwise determined by the Board of Directors, shall, in the absence or
disability of the President, perform the duties and exercise the powers of the
President. They shall perform such other duties and have such other powers as
the President or the Board of Directors may from time to time assign.

         Section 10. Treasurer. The Treasurer shall have charge and custody of,
and be responsible for, all funds and securities of the Corporation and shall
deposit all such funds in the name of the Corporation in such banks or other
depositories as shall be selected by the Board of Directors. He shall upon
request exhibit at all reasonable times his books of account and records to any
of the directors of the Corporation during business hours at the office of the
Corporation where such books and records shall be kept; shall render upon
request by the Board of Directors a statement of the condition of the finances,
as well as a recent balance sheet and income statement, of the Corporation at
any meeting of the Board of Directors and at the annual meeting of the

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shareholders; shall receive, and give receipt for, moneys due and payable to the
Corporation from any source whatsoever; and in general, shall perform all duties
incident to the office of Treasurer and such other duties as from time to time
may be assigned to him by the President or the Board of Directors. The Treasurer
shall give such bond, if any, for the faithful discharge of his duties as the
Board of Directors may require.

         Section 11. Secretary. The Secretary shall prepare and shall keep or
cause to be kept in the books provided for that purpose the minutes of the
meetings of the shareholders and of the Board of Directors; shall duly give and
serve all notices required to be given in accordance with the provisions of
these By-Laws and by the Indiana Business Corporation Law; shall be custodian of
the records and of the seal (if one is required) of the Corporation and see that
the seal is affixed to all documents, the execution of which on behalf of the
Corporation under its seal is required by law or the Board of Directors; shall
authenticate records of the Corporation; and, in general, shall perform all
duties incident to the office of Secretary and such other duties as may, from
time to time, be assigned to him by the President or the Board of Directors.

         Section 12. Salaries. The salaries of the principal officers of the
Corporation shall be fixed from time to time by the Board of Directors, and the
salaries of any subordinate officers may be fixed by the President.

         Section 13. Voting Corporation's Securities. Unless otherwise ordered
by the Board of Directors, the President and the Secretary, and each of them
singly, are severally appointed attorneys and agents of the Corporation, and
shall have full power and authority in the name and on behalf of the
Corporation, to attend, to act and to vote all stock, partnership interests,
memberships and other securities or ownership interests entitled to be voted at
any meetings of shareholders, security holders, partners, members or owners of
corporations, partnerships, limited liability companies or other entities in
which the Corporation may hold stock, securities, memberships or partnerships or
other ownership interests, in person or by proxy, as a shareholder, partner,
member, owner or otherwise, and at such meetings shall possess and may exercise
any and all rights and powers incident to the ownership of such stock,
securities memberships or partnership or other ownership interests and which as
the owner thereof the Corporation might have possessed and exercised, if
present, or to consent in writing to any action by any such other corporation,
partnership, limited liability company or other entity. The Board of Directors
by resolution from time to time may confer like powers upon any other person or
persons.

                                   ARTICLE VII

                    Indemnification of Directors and Officers

         Section 1. Definitions. For purposes of this Article, the following
terms shall have the following meanings:

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         (a)      "Liabilities" and "Expenses" shall mean monetary obligations
                  incurred by or on behalf of a director or officer in
                  connection with the investigation, defense or appeal of a
                  Proceeding or in satisfying a claim thereunder and shall
                  include, but shall not be limited to, attorneys' fees and
                  disbursements, judgments, fines and penalties, excise taxes
                  assessed with respect to an employee benefit plan and amounts
                  paid in settlement by or on behalf of a director or officer.

         (b)      "Other Enterprise" shall mean any corporation, partnership,
                  limited liability company, joint venture, trust, company,
                  employee benefit plan or other enterprise, whether for profit
                  or not, for which a director or officer is or was serving, at
                  the request of the Corporation, as a director, officer,
                  partner, member, manager, trustee, employee or agent.

         (c)      "Proceeding" shall mean any claim, action, suit or proceeding
                  (whether brought by or in the right of the Corporation or
                  Other Enterprise or otherwise), civil, criminal,
                  administrative or investigative, whether formal or informal,
                  and whether pending or threatened or in connection with an
                  appeal relating thereto, in which a director or officer has or
                  may become involved, as a party or otherwise, (i) by reason of
                  his being or having been a director or officer of the
                  Corporation (and, if applicable, an employee or agent of the
                  Corporation) or a director, officer, partner, member, manager,
                  trustee, employee or agent of an Other Enterprise or arising
                  out of his status as such, or (ii) by reason of any past or
                  future action taken or not taken by a director or officer in
                  any such capacity, whether or not he continues to be such at
                  the time he incurs Liabilities and Expenses under the
                  Proceeding. (d) "Standard of Conduct" shall mean that a
                  director or officer, based on facts then known to the director
                  or officer, discharged the duties as a director or officer,
                  including duties as a member of a committee, in good faith in
                  what he reasonably believed to be in or not opposed to the
                  best interests of the Corporation or Other Enterprise, as the
                  case may be, and, in addition, in any criminal Proceeding had
                  no reasonable cause to believe that his conduct was unlawful.
                  The termination of any Proceeding, by judgment, order,
                  settlement (whether with or without court approval) or
                  conviction or upon a plea of guilty, shall not create a
                  presumption that the director or officer did not meet the
                  Standard of Conduct. The termination of any Proceeding by a
                  consent decree or upon a plea of nolo contendere, or its
                  equivalent, shall create the presumption that the director or
                  officer met the Standard of Conduct.

         Section 2. Indemnification. If a director or officer is made a party to
or threatened to be made a party to any Proceeding, the Corporation shall
indemnify the director or officer against Liabilities and Expenses incurred by
him in connection with such Proceeding in the following circumstances:

         (a)      If a director or officer has been wholly successful on the
                  merits or otherwise with respect to any such Proceeding, he
                  shall be entitled to indemnification for

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<PAGE>

                  Liabilities and Expenses as a matter of right. If a Proceeding
                  is terminated against the director or officer by consent
                  decree or upon a plea of nolo contendere, or its equivalent,
                  the director or officer shall not be deemed to have been
                  "wholly successful" with respect to such Proceeding.

         (b)      In all other situations, a director or officer shall be
                  entitled to indemnification for Liabilities and Expenses as a
                  matter of right unless (i) the director or officer has
                  breached or failed to perform his duties as a director or
                  officer in compliance with the Standard of Conduct and (ii)
                  with respect to any action or failure to act by the director
                  or officer which is at issue in such Proceeding, such action
                  or failure to act constituted willful misconduct or
                  recklessness. To be entitled to indemnification pursuant to
                  this Section 2(b), the director or officer must notify the
                  Corporation of the commencement of the Proceeding in
                  accordance with Section 5 of this Article and request
                  indemnification.  A review of the request for indemnification
                  and the facts and circumstances underlying the Proceeding
                  shall be made in accordance with one of the procedures
                  described below, and the director or officer shall be entitled
                  to indemnification as a matter of right unless, in accordance
                  with such procedure, it is determined beyond a reasonable
                  doubt that (i) the director or officer breached or failed to
                  perform the duties of the office in compliance with the
                  Standard of Conduct and (ii) the breach or failure to perform
                  constituted willful misconduct or recklessness. Any one of the
                  following procedures may be used to make the review and
                  determination of a director's or officer's request for
                  indemnification under this Section 2(b):

                  (A)      by the Board of Directors by a majority vote of a
                           quorum consisting of directors who are not parties
                           to, or who have been wholly successful with respect
                           to, such Proceeding;

                  (B)      if a quorum cannot be obtained under (A) above, by a
                           majority vote of a committee duly designated by the
                           Board of Directors (in the designation of which,
                           directors who are parties to such Proceeding may
                           participate), consisting solely of two or more
                           directors who are not parties to, or who have been
                           wholly successful with respect to, such Proceeding;

                  (C)      by independent legal counsel selected by a majority
                           vote of the full Board of Directors (in which
                           selection, directors who are parties to such
                           Proceeding may participate); or

                  (D)      by the shareholders of the Corporation, but shares
                           owned by or voted under control of directors who are
                           at the time parties to the proceeding may not be
                           voted on the determination.

         Any determination made in accordance with the above procedures shall be
         binding on the Corporation and the director or officer.

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<PAGE>

         (c)      If several claims, issues or matters of action are involved, a
                  director or officer may be entitled to indemnification as to
                  some matters even though he is not entitled to indemnification
                  as to other matters.

         (d)      The indemnification herein provided shall be applicable to
                  Proceedings made or commenced after the adoption of this
                  Article, whether arising from acts, failures to act or
                  omissions which occurred before or after the adoption of this
                  Article.

         Section 3. Prepaid Liabilities and Expenses. The Liabilities and
Expenses which are incurred or are payable by a director or officer in
connection with any Proceeding shall be paid by the Corporation in advance, with
the understanding and agreement between such director or officer and the
Corporation that, in the event it shall ultimately be determined as provided
herein that the director or officer was not entitled to be indemnified, or was
not entitled to be fully indemnified, the director or officer shall repay to the
Corporation such amount, or the appropriate portion thereof, so paid or
advanced.

         Section 4. Exceptions to Indemnification. Notwithstanding any other
provisions of this Article to the contrary, the Corporation shall not indemnify
a director or officer:

         (a)      for any Liabilities or Expenses incurred in a suit or claim
                  against a director or officer for an accounting of profits
                  allegedly made from the purchase or sale of securities of the
                  Corporation brought pursuant to the provisions of Section
                  16(b) of the Securities Exchange Act of 1934 and any
                  amendments thereto or the provisions of any similar federal,
                  state or local statutory law; or

         (b)      for any Liabilities or Expenses for which payment is actually
                  made to or on behalf of a director or officer under a valid
                  and collectible insurance policy, except in respect of any
                  excess beyond the amount of payment under such insurance
                  policy; or

         (c)      for any Liabilities or Expenses incurred in a suit or claim
                  against the director or officer arising out of or based upon
                  actions attributable to the director or officer in which the
                  director or officer gained any personal profit or advantage to
                  which he was not legally entitled.

         Section 5. Notification and Defense of Proceeding. Promptly after
receipt by a director or officer of notice of the commencement of any
Proceeding, the director or officer will, if a request for indemnification in
respect thereof is to be made against the Corporation under this Article, notify
the Corporation of the commencement thereof, but the failure to so notify the
Corporation will not relieve the Corporation from any obligation which it may
have to the director or officer under this Article or otherwise. With respect to
any such Proceeding as to which the director or officer notifies the Corporation
of the commencement thereof:

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<PAGE>

         (a)      the Corporation will be entitled to participate therein at its
                  own expense; and

         (b)      except as otherwise provided below, to the extent that it may
                  so desire, the Corporation, jointly with any other
                  indemnifying party similarly notified, will be entitled to
                  assume the defense thereof, with counsel reasonably
                  satisfactory to the director or officer. After notice from the
                  Corporation to the director or officer of its election to
                  assume the defense of the director or officer in the
                  Proceeding, the Corporation will not be liable to the director
                  or officer under this Article for any legal or other Expenses
                  subsequently incurred by the director or officer in connection
                  with the defense thereof other than reasonable costs of
                  investigation or as otherwise provided below. The director or
                  officer shall have the right to employ counsel in such
                  Proceeding, but the Expenses of such counsel incurred after
                  notice from the Corporation of its assumption of the defense
                  thereof shall be at the expense of the director or officer
                  unless:

                  (i)      the employment of counsel by the director or officer
                           has been authorized by the Corporation; or

                  (ii)     the director or officer shall have reasonably
                           concluded that there may be a conflict of interest
                           between the Corporation and the director or officer
                           in the conduct of the defense of such Proceeding; or

                  (iii)    the Corporation shall not in fact have employed
                           counsel to assume the defense of such Proceeding;

                  in each of which cases the Expenses of counsel employed by the
                  director or officer shall be paid by the Corporation. The
                  Corporation shall not be entitled to assume the defense of any
                  Proceeding brought by or in the right of the Corporation or as
                  to which the director or officer shall have made the
                  conclusion provided for in (ii) above; and

         (c)      the Corporation shall not be liable to indemnify a director or
                  officer under this Article for any amounts paid in settlement
                  of any Proceeding without the Corporation's prior written
                  consent. The Corporation shall not settle any action or claim
                  in any manner which would impose any liability, penalty or
                  limitation on a director or officer without the director's or
                  officer's prior written consent. Neither the Corporation nor a
                  director or officer will unreasonably withhold its or his
                  consent to any proposed settlement.

         Section 6. Other Rights and Remedies. The rights of indemnification
provided under this Article are not exhaustive and shall be in addition to any
rights to which a director or officer

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<PAGE>

may otherwise be entitled by contract or as a matter of law. Irrespective of the
provisions of this Article, the Corporation may, at any time and from time to
time, indemnify directors, officers, employees and other persons to the full
extent permitted by the provisions of the Indiana Business Corporation Law,
whether with regard to past or future matters.

         Section 7. Continuation of Indemnity. All obligations of the
Corporation under this Article shall survive the sale or merger of the
Corporation or the termination of a director's or officer's service in any
capacity covered by this Article.

         Section 8. Insurance. The Corporation may purchase and maintain
insurance on behalf of any director, officer, employee or other person or any
person who is or was serving at the request of the Corporation as a director,
officer, partner, member, manager, trustee, employee or agent of an Other
Enterprise against any liability asserted against such person and incurred by
such person in any capacity or arising out of his status as such, whether or not
the Corporation would have the power to indemnify such person against such
liability under the provisions of applicable law, this Article or otherwise.

         Section 9. Benefit. The provisions of this Article  shall inure to the
benefit of each director or officer and his respective heirs, personal
representatives and assigns and the Corporation and its successors and assigns.

         Section 10. Severability. In case any one or more of the provisions
contained in this Article shall, for any reason, be held to be invalid, illegal
or unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provision of this Article, but this Article shall be
construed as if such invalid, illegal or unenforceable provision or provisions
had never been contained herein.

                                  ARTICLE VIII

                                   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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