<PAGE>
EXHIBIT 3(ii)

                          AMENDED AND RESTATED 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.

      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.


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      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 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.

      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


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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 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 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


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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. One (1) class of Directors
shall be elected at each annual meeting of shareholders by the holders of the
shares of capital stock entitled by the Articles of Incorporation to elect
directors. Vacancies on the Board of Directors shall be filled as provided in
these By-Laws.

      The number of Directors of the Corporation to be elected by the holders of
the shares of capital stock entitled by the Articles of Incorporation to elect
Directors shall be seven (7) unless changed by resolution of the Board of
Directors.

      Directors of the Corporation shall serve staggered terms in accordance
with the Articles of Incorporation of the Corporation. All Directors, except in
the case of earlier resignation, removal or death, shall hold office until the
third succeeding annual meeting of shareholders following their election and
until their respective successors are duly elected and qualified. Directors need
not be shareholders of the Corporation.

      Section 2. Vacancies. Any vacancy occurring on the Board of Directors
caused by resignation, removal or death of a Director or by an increase in the
number of Directors may be filled by the affirmative vote of a majority of the
remaining members of the Board of Directors. If the Directors remaining in
office constitute fewer than a quorum of the Board, they may fill the vacancy by
the affirmative vote of a majority of all the Directors remaining in office. If
such vote of the remaining Directors shall result in a tie, such vacancy, at the
discretion of the Board of Directors shall continue to exist until such time as
it shall be filled by the shareholders of the Corporation at an annual or
special meeting of shareholders or until the number of Directors shall be
decreased to eliminate such vacancy.

      The term of a director elected to fill a vacancy expires at the end of the
term for which such director's predecessor was elected. 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


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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 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.

      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.


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      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.

      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 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


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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 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
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.


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<PAGE>
                                   ARTICLE VII

                    Indemnification of Directors and Officers

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

      (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 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):


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<PAGE>
            (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;

            (B)   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.

      (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:

      (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


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<PAGE>
            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 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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