Exhibit 3(ii)
                                                                  -------------


                     AMENDED BY-LAWS OF CNB BANCSHARES, INC.

                    (ADOPTED AND APPROVED FEBRUARY 12, 1985)
                         (AS AMENDED ON APRIL 19, 1995)

              (Incorporated under the laws of the State of Indiana)


                                    ARTICLE I

                                  SHAREHOLDERS

     SECTION  1.  ANNUAL MEETING.  The annual meeting of the shareholders of CNB
     ----------   --------------
Bancshares,  Inc.  ("Corporation")  for  the  election  of Directors and for the
transaction of such other business as may properly come before the meeting shall
be held within five (5) months after the close of each fiscal year at such place
within  the  State  of  Indiana  and  on  such  date  and at such time as may be
determined  from  time  to  time  by resolution of the Board of Directors, which
place,  date,  and  time  shall  be  designated  in  the  notice of the meeting.
Nominations  for  election to the Board of Directors may be made by the Board of
Directors  or  by  any  shareholder  of  any  outstanding class of capital stock
entitled  to  vote for the election of Directors.  Nominations, other than those
made  by  or  on behalf of the existing management, shall be made in writing and
shall be delivered or mailed to the Chairman of the Board of the Corporation not
less  than fourteen (14) days nor more than fifty (50) days prior to any meeting
of  shareholders called for the election of Directors, provided however, that if
less  than  twenty-one (21) days notice of the meeting is given to shareholders,
such  nominations  shall be mailed or delivered to the Chairman of the Board not
later  than  the close of business on the seventh day following the day on which
the  notice  of  meeting  was  mailed.

     SECTION  2.  SPECIAL  MEETINGS.  Special meetings of the shareholders shall
     ----------   -----------------
be  held  at such place within the State of Indiana and on such date and at such
time  as  is  designated  in the notice of the meeting, and may be called by the
Chairman  of  the  Board  ("Chairman"),  President,  a  majority of the Board of
Directors,  or  by  the  holders  of

                                      Page

not less than eighty percent (80%) of all the shares outstanding and entitled to
vote  on  business  proposed  to  be  transacted  at  such  meeting.

     SECTION  3.  NOTICE OF MEETINGS.  Written or printed notice of each meeting
     ----------   ------------------
of  the  shareholders shall be delivered or mailed at least ten (10) days before
the  date  of  the meeting to each shareholder of record entitled to vote at the
meeting.  Each  such notice shall state the date, time, and place of the meeting
and,  in  the  case  of a special meeting, the purpose or purposes for which the
meeting  is  called.  Each  such notice shall be prepared and delivered by or at
the  direction  of  the Chairman of the Board, the President, the Secretary, the
Board  of  Directors,  or  the  persons  calling  the  meeting.  Any notice of a
shareholders'  meeting  sent by mail shall be deemed delivered when deposited in
the  United  States  mail,  postage prepaid, addressed to the shareholder at his
address  as  it  appears  on  the  records  of the Corporation.  Attendance by a
shareholder  at  any meeting shall constitute a waiver of notice of the meeting,
except when a shareholder attends a meeting for the express purpose of objecting
to the transaction of any business because the meeting is not lawfully called or
convened.  Any notice required by this section may also be waived as provided in
Article  VIII  below.

     SECTION  4.  ORGANIZATION OF MEETINGS.  Each regular and special meeting of
     ----------   ------------------------
the  shareholders  of  the  Corporation shall be convened by the Chairman of the
Board,  or  in the absence of the Chairman, the President, at the time and place
on  the date specified in the notice of the meeting.  If the Chairman, or in the
absence of the Chairman, the President, fails or refuses to do so, the Secretary
shall  so  convene the meeting, or in case of a special meeting when all of them
fail  or refuse to do so, one of the persons calling the meeting by notice given
as  provided  above  shall  so  convene the meeting.  If the Chairman, or in the
absence  of the Chairman, the President, is present at the meeting, he shall act
as  its  chairman,  but  if  he  fails  or refuses to so act, a chairman for the
meeting  shall be elected.  If the Secretary is present at the meeting, he shall
act  as

                                        2

its  secretary, but if he fails or refuses to so act, the Chairman shall appoint
the  secretary  for  the  meeting.

     SECTION  5.  QUORUM.  A majority of the outstanding shares entitled to vote
     ----------   ------
at  any  meeting  of  the shareholders, represented in person or by proxy, shall
constitute  a  quorum  for  the  transaction  of  business  (except as otherwise
provided in or required by the Articles of Incorporation) at the meeting, but if
the  holders  of  a  majority  of  the  outstanding shares entitled to vote at a
meeting  are  not  represented in person or by proxy at the time and place fixed
for  such  meeting, then a majority of the shares actually represented in person
or  by proxy at such meeting may adjourn the meeting successively to a specified
date not more than ninety (90) days after the adjournment, and no notice need be
given  of  the  adjournment  to  shareholders  not  present  at  the  meeting.

     SECTION 6.  PROXIES.  Each shareholder entitled to vote at a meeting of the
     ---------   -------
shareholders  may  vote  either in person or by proxy executed in writing by the
shareholder or his duly authorized attorney-in-fact and filed with the Secretary
at  or before the meeting.  A telecopied proxy, which on its face purports to be
properly  dated  and  signed,  shall  be  a  valid  proxy.

     SECTION  7.  VOTING  AND  REQUISITE  VOTE.  In  voting on all matters, each
     ----------   ----------------------------
outstanding  share entitled to vote shall be entitled to one vote on each matter
submitted  to  a  vote at any meeting of the shareholders; and every decision of
the  majority of a quorum shall be valid as a corporate act unless a larger vote
is  required  at  any time by law, by the Articles of Incorporation, or by these
By-Laws.

     SECTION  8.  LIST  OF  SHAREHOLDERS.  At  least  five  (5) days before each
     ----------   ----------------------
meeting  of  the  shareholders at which Directors are to be elected, the Officer
having  charge  of  the transfer book for shares of the Corporation shall make a
complete  list  of the shareholders entitled to vote at the meeting, arranged in
alphabetical  order,  with  the  address  of  each shareholder and the number of
shares  held  by  each  shareholder.  The

                                        3

list  shall be kept on file at the registered office of the Corporation for five
(5)  days  prior  to  the  meeting  and  shall  be  subject to inspection by any
shareholder  at  any  time  during usual business hours.  The list shall also be
produced and kept open at the time and place of the meeting and shall be subject
to  inspection  by  any  shareholder  during  the  meeting.

                                   ARTICLE II

                                    DIRECTORS

     SECTION  1.  POWERS  AND  NUMBER.  The  property  and  business  of  the
     ----------   -------------------
Corporation shall be managed by the Board of Directors.  The number of Directors
to  constitute  the  Board  of Directors shall not be less than six (6) nor more
than  twenty (20), with the number of Directors to be fixed or changed from time
to time, within the minimum and maximum of the foregoing range, by resolution of
the Board of Directors.  No person may be elected to the Board of Directors at a
time  when  he  has  reached  the  age  of  seventy  (70)  years.

     SECTION  2.  ELECTION  AND  TERMS  OF  DIRECTORS  AND FILLING OF VACANCIES.
     ----------   -------------------------------------------------------------
Directors shall be classified and shall serve for terms as more particularly set
forth in Article VII of the Articles of Incorporation.  Vacancies upon the Board
of  Directors shall be filled in the manner set forth in said Article VII of the
Articles  of  Incorporation.

     SECTION  3.  REMOVAL  OF  DIRECTORS.  Directors shall be subject to removal
     ----------   ----------------------
from  office  in accordance with applicable provisions of law and the provisions
of Section 2 of Article VII of the Articles of Incorporation of the Corporation.

     SECTION 4.  REGULAR MEETINGS.  Immediately following each annual meeting of
     ---------   ----------------
the  shareholders, a regular meeting of the Board of Directors shall be held for
the election of Officers and for such other business as may properly come before
the  meeting.  Other  regular  meetings of the Board of Directors shall be held,
without  notice,  on  the  third Tuesday of each month at the principal business
office  of  the  Corporation

                                        4

or  at  any  other convenient place duly authorized by the Board, except that no
regular  meetings  of  the  Board  of  Directors  shall be held in the months of
February  and  August.  When  any  regular  meeting  of  the  Board falls upon a
holiday,  the  meeting shall be held on the next banking business day unless the
Board  shall  designate  some  other  day.

     SECTION  5.  SPECIAL  MEETINGS.  Special meetings of the Board of Directors
     ----------   -----------------
may  be  held  at any date, time, and place upon the call of the Chairman of the
Board  or the President or twenty-five percent (25%) of the members of the Board
of  Directors.  Written  notice  of  the date, time, place, and purposes of each
special  meeting  shall  be  delivered  personally to each Director by or at the
direction  of the Chairman, the President, or the Secretary at least forty-eight
(48)  hours  before  the  time  set for the meeting, or shall be sent by mail at
least  ninety-six (96) hours before the time set for the meeting or by telegraph
forty-eight  (48)  hours  before the time set for the meeting, to the last known
address  of  each  Director.

     SECTION 6.  NOTICES AND WAIVER THEREOF.  Any notice of a regular or special
     ---------   --------------------------
meeting  of  the Board of Directors sent by mail or telegraph shall be deemed to
be  delivered:  (i)  in the case of notice by mail, when deposited in the United
States  mail,  postage  prepaid,  addressed  to  the  Director at his last known
address;  or (ii) in the case of notice by telegraph, when delivered  in written
form,  cost  prepaid,  addressed to the Director at his last known address, to a
telegraph  office for transmission.  Any required notice of a regular or special
meeting  of  the  Board  of Directors shall be deemed to have been waived by any
Director  who  attends the meeting, except when a Director attends a meeting for
the  express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened.  Any required notice of a regular or
special  meeting  of  the  Board  of Directors also may be waived as provided in
Article  VIII  below.

     SECTION  7.  QUORUM AND POWERS OF THE MAJORITY.  A majority of the Board of
     ----------   ---------------------------------
Directors shall constitute a quorum for the transaction of business.  The action
of  a

                                        5

majority  of  the  Directors  present  at a meeting at which a quorum is present
shall  be  the  act  of  the  Board  of  Directors.

     SECTION 8.  ACTION OF THE BOARD OF DIRECTORS WITHOUT A MEETING.  Any action
     ---------   --------------------------------------------------
which  is  required  to  be or may be taken at a meeting of the Directors may be
taken  without  a  meeting  if  consents in writing, setting forth the action so
taken,  are  signed  by  all of the Directors.  The consents shall have the same
force  and  effect  as  a  unanimous vote of all the Directors at a meeting duly
held,  and  may be stated as such in any certificate or document filed under the
Indiana General Corporation Act.  The Secretary shall file the consents with the
minutes  of  the  meetings  of  the  Board  of  Directors.

                                   ARTICLE III

                                    OFFICERS

     SECTION 1.  ELECTION.  The Board of Directors shall elect a Chairman of the
     ---------   --------
Board  and a Chief Executive Officer, both of whom shall be members of the Board
of  Directors  (the  same  person  may  hold  both  positions) and shall elect a
Secretary.  In  addition,  the  Board  of  Directors  may  elect  a President, a
Treasurer  and  such number of Vice Presidents, Assistant Secretaries, Assistant
Treasurers,  and  other Officers as the Board of Directors may from time to time
deem  necessary.

     SECTION 2.  TENURE.  Each Officer shall hold his office for the term of one
     ---------   ------
year  and  until  his  successor  is  duly  elected and qualified, unless sooner
removed  by  the  Board  of  Directors.  Any  Officer  elected  by  the Board of
Directors  may be removed by the Board of Directors whenever in its judgment the
best  interests  of the Corporation will be served by the Officer's removal, but
such  removal  shall be without prejudice to the contract rights, if any, of the
person  so removed.  A vacancy in any office for any reason may be filled by the
Board  of  Directors  for  the  unexpired  portion  of  the  term.

     SECTION  3.  CHAIRMAN  OF  THE  BOARD.  The  Chairman shall preside at each
     ----------   ------------------------
meeting  of  the  shareholders  and  the  Board of Directors.  He shall be an ex
officio  member of all committees established by the Board of Directors with the
exception  of

                                        6

the  Audit Committee and the Compensation and Corporate Structure Committee.  He
may  sign  and  execute  in the name of the Corporation deeds, mortgages, bonds,
contracts,  and  other  instruments,  except  in  cases  where  the  signing and
execution thereof shall be expressly delegated by the Board or by the By-Laws to
some  other  Officer  or  agent  of the Corporation, or shall be required by law
otherwise to be signed or executed; and, in general, he shall perform all duties
incident  to  the  office  of the Chairman and other such duties as from time to
time  may  be  assigned  to  him  by  the  Board.

     SECTION  4.  CHIEF  EXECUTIVE  OFFICER.  The  Chief Executive Officer shall
     ----------   -------------------------
have  general  executive  powers in conducting the affairs of the Corporation as
well  as  the  specific  powers conferred by these By-Laws.  The Chief Executive
Officer  shall  be  the  principal officer of the Corporation and shall have all
powers of the Board of Directors pertaining to the management of the business of
the  Corporation  between  meetings of the Board and the Executive Committee and
such  further  powers as may be conferred upon him by these By-Laws or the Board
of Directors or the Executive Committee, from time to time.  The Chief Executive
Officer,  in  the absence of the Chairman of the Board, shall perform the duties
and  exercise  the  powers  of  the  Chairman.

     SECTION 5.  PRESIDENT.  The President of the Corporation, in the absence of
     ---------   ---------
the Chairman of the Board, shall preside at each meeting of the shareholders and
the  Board of Directors.  He shall also serve the Association in such capacities
and  perform  such  duties  as may be assigned to him, from time to time, by the
Board  of  Directors  or  the  Chief  Executive  Officer.

     SECTION  6.  VICE  PRESIDENT.  If  the President is unable to act, then the
     ----------   ---------------
Vice  Presidents  in  order  of their election to office, or if there is no Vice
President,  the

                                        7

Secretary, shall become Acting President and in that capacity perform all of the
duties of the President, unless some other Officer is designated by the Board of
Directors to perform those duties.  The Vice Presidents shall perform such other
duties  as  may  from time to time be prescribed by the Board of Directors or by
the  Chairman.

     SECTION  7.  THE  SECRETARY.  The  Secretary  shall  be  secretary  of  all
     ----------   --------------
meetings  of  the  shareholders.  The  Secretary  shall also be secretary of all
meetings of the Board of Directors when he is present.  The Secretary shall keep
the  minutes of meetings of the shareholders and the Board of Directors, and all
shareholders'  and  Directors'  consents to action, in books maintained for that
purpose.  The  Secretary  shall  have custody of the seal of the Corporation (if
any), shall have custody of all books, instruments, documents, and papers of the
Corporation  entrusted  to  the  Secretary  by  the  Board of Directors or other
Officers, and shall perform such other duties as are provided elsewhere in these
By-Laws  and as may from time to time be prescribed by the Board of Directors or
by  the  Chairman.  If  the  Secretary  is  unable  to  act,  then the Assistant
Secretaries  (if  any)  in  order  of their election to office shall perform the
Secretary's duties.  The Secretary or any Assistant Secretary may affix the seal
(if any) to all instruments, documents, and papers required to be sealed and may
attest  the  seal  and  the  signature  of  other  Officers  when  necessary.

     SECTION  8.  THE  TREASURER.  The  Treasurer,  under  the  supervision  and
     ----------   --------------
control  at  all  times  of  the  Board of Directors or the Chairman, shall have
custody  of  the  funds and securities of the Corporation, shall keep such funds
and  securities deposited in such financial institutions or in such other manner
as  the  Board  of  Directors  may from time to time direct, shall keep full and
accurate account of the income and expenses of the Corporation in books kept for
that  purpose,  and  shall perform such other duties as may from time to time be
prescribed  by  the  Board of Directors or by the Chairman.  If the Treasurer is
unable  to  act,  then  the  Assistant Treasurers (if any) in the order of their
election  to  office  shall  perform  the  Treasurer's  duties.

                                        8

     SECTION  9.  EXECUTION  OF  INSTRUMENTS,  DOCUMENTS,  AND  PAPERS.  All
     ----------   ----------------------------------------------------
instruments,  documents,  and  papers required to be executed by the Corporation
shall  be signed by such Officer or Officers or such other person or persons and
in such manner as the Board of Directors may from time to time prescribe, except
that  all  instruments,  documents,  and  papers  required to be executed in the
ordinary  course of business of the Corporation, and all instruments, documents,
and papers which the Board of Directors have determined shall be executed by the
Corporation  but  have  not required to be executed by any particular Officer or
Officers  or other person or persons, may be signed by the Chairman of the Board
or  the  President,  and  the  seal  (if any) and the Chairman of the Board's or
President's  signature thereto may be attested by the Secretary or any Assistant
Secretary,  without  prior  authorization  by  the  Board  of  Directors.

                                   ARTICLE IV

                                   FISCAL YEAR

     The  fiscal  year  of  the Corporation shall be as established from time to
time  by  the  Board  of  Directors.

                                    ARTICLE V

                                      STOCK

     SECTION  1.  CERTIFICATES.  The shares of stock of the Corporation shall be
     ----------   ------------
represented  by certificates (except fractional shares, which may be represented
by  certificates or, in the discretion of the Board of Directors, scrip) in such
form,  not  inconsistent  with the Articles of Incorporation, as are approved by
the  Board  of  Directors.  Each  certificate  shall  be signed by the Chairman,
President  or a Vice President and also by the Secretary, an Assistant Secretary
or such other officer as designated by the Board and sealed with the seal of the
Corporation  (if  any).  Each certificate shall designate the name of the person
to  whom  issued  and  shall  have

                                        9

plainly  stated upon its face the number and class of shares which it represents
and  the  par  value  of  each share or a statement that such shares have no par
value.  No  share  of  stock of the Corporation shall be issued until the entire
consideration  for the share has been received by the Corporation.  When issued,
all  shares  of  stock  of the Corporation shall be deemed full-paid and are non
assessable.

     SECTION  2.  REGISTERED  OWNERS.  Except as otherwise provided by law, only
     ----------   ------------------
the  persons  whose  names  are  registered  on  the books of the Corporation as
shareholders  shall  have  the  right  to  vote  and  to  receive  dividends.

     SECTION 3.  TRANSFER.  Transfer of shares of stock of the Corporation shall
     ---------   --------
be  registered  on  the  books  of  the  Corporation  only when the certificates
representing  the  shares  are presented for transfer at the principal office of
the  Corporation  by  the  owner  of  the  certificates  or  the  owner's
attorney-in-fact.  The Board of Directors may adopt such rulings and regulations
not  inconsistent with law or these By-Laws as it deems expedient concerning the
issuance,  transfer,  and  registration  of  certificates.

     SECTION  4.  CLOSING  OF  TRANSFER  BOOKS  AND FIXING OF RECORD DATES.  The
     ----------   --------------------------------------------------------
Board  of  Directors  shall  have power to close the share transfer books of the
Corporation  for a period not exceeding fifty (50) days prior to the date of any
meeting of the shareholders, or the date for the payment of any dividend, or the
date  for  the  allotment of rights, or the date when any change, conversion, or
exchange  of  shares  will  become effective; provided, however, that instead of
closing  the  share  transfer  books the Board of Directors may fix in advance a
date,  not  exceeding  fifty  (50)  days  prior  to  the  date of any meeting of
shareholders,  or  the date for the payment of any dividend, or the date for the
allotment  of  rights,  or  the date when any change, conversion, or exchange of
shares  becomes  effective,  as  a  record  date  for  the  determination of the
shareholders  entitled  to  notice  of,  and  to  vote  at,  the meeting and any
adjournment  of  the meeting, or entitled to receive payment of the dividend, or
entitled  to  the allotment of rights, or entitled to exercise rights in respect
of  the  change,

                                       10

conversion,  or  exchange  of shares, as the case may be.  Only the shareholders
who  are shareholders of record on the date of closing the share transfer books,
or  on the record date so fixed, shall be entitled to notice of, and to vote at,
the  meeting  and  any  adjournment of the meeting, or to receive payment of the
dividend,  or  to  receive  the  allotment  of  rights, or to exercise rights in
respect  of  the  change, conversion, or exchange of shares, as the case may be,
notwithstanding any transfer of any shares on the books of the Corporation after
the date of closing of the share transfer books or the record date so fixed.  If
the Board of Directors does not close the share transfer book or so fix a record
date, the twentieth (20th) day prior to the date of the meeting, or the date the
dividend  is declared, or the date the other right is announced, as the case may
be,  shall  be  the  record  date.

     SECTION  5.  DIVIDENDS.  Subject  to  limitations  upon  the  payment  of
     ----------   ---------
dividends  as  may  from  time  to  time  be  imposed  by  law,  the Articles of
Incorporation,  or  these  By-Laws, the Board of Directors in its discretion may
from  time  to  time  declare  and cause the Corporation to pay dividends on its
outstanding  shares  in  cash,  property, or shares of stock of the Corporation.

                                   ARTICLE VI

                                 INDEMNIFICATION

     SECTION  1.  Every  person  (and the heirs, executors and administrators of
     ----------
such  person) who is or was a Director or Officer of this Corporation or who, at
the  request  of  this Corporation, served in any position or capacity or on any
committee  for  this  Corporation  or  in  any  other  corporation, partnership,
association,  trust,  foundation,  not-for-profit  corporation, employee benefit
plan  or  other  organization or entity, shall be indemnified by the Corporation
against any and all liability and reasonable expense that may be incurred by him
in  connection  with  or resulting from any claim, action, suit or proceeding in
which either (i) such person is wholly successful, thereby entitling such person
to  Mandatory  Indemnification, or (ii) such person is not wholly successful but
it  is

                                       11

nevertheless determined, pursuant to the procedures set forth below in Section 2
of  this  Article  VI of these By-Laws, that such person acted in good faith and
that  such  person  reasonably  believed  that (a) in the case of conduct in his
official  capacity,  his conduct was in the Corporation's best interests, or (b)
in  all  other cases, his conduct was at least not opposed to the best interests
of  such  Corporation,  entity or organization, and, in addition with respect to
any  criminal  action  or proceeding, either had reasonable cause to believe his
conduct  was  lawful  or  had  no  reasonable  cause  to believe his conduct was
unlawful,  thereby  entitling  such  person  to Permissive Indemnification.  The
terms  "claim,"  "action,"  "suit"  or  "proceeding"  shall mean and include any
claim,  action,  suit  or  proceeding (whether brought by or in the right of the
Corporation  or  any  other  corporation  or  otherwise),  civil,  criminal,
administrative  or  investigative action, or threat thereof, in which a Director
or  Officer  of  the Corporation (or his heirs, executors or administrators) may
become  involved  as  a  party  or  otherwise:

    (a) by  reason  of  his  being  or  having been a Director or Officer of the
        Corporation,  or  of  any  subsidiary  corporation of the Corporation,
        or of any other  corporation where he served as such at the request of
        the Corporation, or

    (b) by  reason  of his acting or having acted in any position or capacity or
        on  any  committee  for  this  Corporation  or any subsidiary
        corporation of the Corporation,  or  in  any  position  or  capacity  in
        or  for  a  partnership, association,  trust,  foundation,  not-for-
        profit  corporation, employee benefit plan  or  other organization or
        entity where he served as such at the request of the  Corporation,  or

    (c) by  reason of any action taken or not taken by him in any such capacity,
        whether  or  not  he  continues  in  such capacity at the time such
        liability or expense  shall  have  been  incurred.

                                       12

The terms "liability" and "expenses" shall include, but shall not be limited to,
counsel  fees  and  disbursements  and  amounts of judgments, fines or penalties
against, and amounts paid in settlement by or on behalf of, a person, and excise
taxes  assessed  with  respect to an employee benefit plan, but shall not in any
event include any liability or expenses on account of profits realized by him in
the  purchase  or  sale  of  securities  of  the  Corporation.  The term "wholly
successful" shall mean termination of any action, suit or proceeding against the
person  in question without any finding of liability or guilt against him or the
expiration  of  a  reasonable  period  of  time after the making of any claim or
threat  of  an  action,  suit or proceeding without the institution of the same,
without  any  payment  or  promise  made  to  induce  a  settlement.

     SECTION  2.  With  regard  to Permissive Indemnification, the determination
     ----------
that  a person acted in good faith and that such person reasonably believed that
(a)  in  the  case  of  conduct in his official capacity, his conduct was in the
Corporation's  best  interests,  or  (b)  in all other cases, his conduct was at
least  not  opposed  to the best interests of the Corporation, and, in addition,
with  respect  to any criminal action or proceeding, either had reasonable cause
to  believe  that  his  conduct was lawful or had no reasonable cause to believe
that  his  conduct was unlawful with regard to a specific claim, action, suit or
proceeding  in or as to which such person is not wholly successful shall be made
by  or  for  the Board of Directors of the Corporation in the manner hereinafter
described.  Any  request  for such indemnification must first be proposed to the
Board of Directors of the Corporation, and a motion for such indemnification may
be  made by any Director of the Corporation, including a Director who is seeking
such  indemnification  for himself.  If a quorum of Directors eligible to decide
the  matter  exists  with  the  limitations  and  requirements  of  I.C.
23-1-37-12(b)(1),  such Directors may either (i) decide the question themselves;
(ii)  refer  the  matter  to Special Legal Counsel for decision pursuant to I.C.
23-1-37-12(b)(3)(A);  or  (iii)  decline to take any action to either decide the
question  of  such  indemnification  or refer the matter for decision to Special

                                       13

Legal Counsel.  If there does not exist a quorum of Directors eligible to decide
the  matter  within the limitations and requirements of I.C. 23-1-37-12(b)(1), a
majority  of  the entire Board of Directors may either (i) refer the matter to a
committee  of two or more Directors who are eligible to vote thereon pursuant to
I.C.  23-1-37-12(b)(2)  who may either decide the matter themselves or refer the
matter  to  Special  Legal  Counsel  for  decision  pursuant  to  I.C.
23-1-37-12(b)(3)(A);  (ii)  if  such  a committee cannot be appointed, refer the
matter  to  Special  Legal  Counsel pursuant to the procedures described in I.C.
23-1-37-12(b)(3)(B);  or (iii) decline to take any action to refer the matter of
such  indemnification  to a committee or to Special Legal Counsel.  Any decision
on  the question of entitlement to such Permissive Indemnification by a majority
of  a  quorum  of  the  Board  of  Directors  eligible  to vote pursuant to I.C.
23-1-37-12(b)(1);  by a special committee of eligible Directors pursuant to I.C.
23-1-37-12(b)(2);  or  by  Special  Legal Counsel duly appointed pursuant to the
provisions  of  I.C.  23-1-37-12(b)(3),  shall  be  in  the  sole  and  absolute
discretion  of such person or persons who are to make such determination.  If it
is  determined  and decided that such Permissive Indemnification should be given
in  a  specific  situation,  the  authorization  for  such indemnification and a
determination  of  the  amount  thereof  shall  be  made  in accordance with the
procedures and requirements of I.C. 23-1-37-12(c).  For purposes of this Section
2,  Permissive  Indemnification  shall  be  deemed  to have been denied (i) if a
majority  of  any group of persons who are to decide the question do not vote in
favor  of  the  proposed  indemnification; (ii) if the Board of Directors or any
committee  thereof  declines  to  take any permitted action to either decide the
question,  refer  it to a committee, or refer it to Special Legal Counsel; (iii)
if no decision is made by the person or persons who were to decide such question
within  a period of six (6) months after such indemnification was first proposed
to  the  Board  of  Directors of the Corporation; or (iv) to the extent that the
dollar  amount of any indemnification to be made by the Corporation is less than
the  total  dollar  amount  of  indemnification  proposed  or

                                       14

requested  to  be  made.  If  proposed Permissive Indemnification is denied, the
question  may  not  be  reconsidered  at any subsequent time by the Corporation.

     SECTION  3.  Expenses  incurred  with respect to any claim, action, suit or
     ----------
proceeding  may  be  advanced  by  the  Corporation  (by  action of the Board of
Directors,  whether  or  not  a  disinterested quorum exists) prior to the final
disposition  thereof  upon  receipt  of  an  undertaking  by or on behalf of the
recipient  to  repay  such amount unless he is entitled to indemnification under
this  Article  of  these  By-Laws.

     SECTION 4.  The rights of Mandatory and Permissive Indemnification provided
     ---------
in  this  Article of the By-Laws shall be in addition to any rights to which any
such person may otherwise be entitled by contract, as matter of law, or pursuant
to  I.C.  23-1-37.  Any person claiming the right to indemnification pursuant to
any  provisions of these By-Laws may at any time apply for indemnification to or
seek  review  of  any decision denying indemnification or determining the amount
thereof  by  a court pursuant to I.C. 23-1-37-11.  Persons who are not Directors
or  Officers  of  the  Corporation  but  who  are  Directors  or Officers of any
subsidiary  may be indemnified to the extent authorized at any time or from time
to  time  by  the  Board  of  Directors.

     SECTION  5.  Irrespective of the provisions of this Article of the By-Laws,
     ----------
the  Board  of  Directors  may,  at  any  time  or  from  time  to time, approve
indemnification  of  Directors  and Officers or other persons to the full extent
permitted  by the provisions of the Indiana Business Corporation Law at the time
in  effect,  whether  on  account  of  past  or  future  transactions.

     SECTION  6.  To  the  extent not inconsistent with Indiana law as in effect
     ----------
from time to time, the Board of Directors may, at any time or from time to time,
approve  the  purchase  and  maintenance  of  insurance  on  behalf  of any such
Director,  Officer  or  other  person  arising  out of his status as a Director,
Officer,  Employee  or agent of the Corporation or any corporation, partnership,
association,  employee  benefit  plan,  trust,  foundation,  not-for-profit
corporation  or  other  organization  or  entity  in  which  he  served

                                       15

as  such at the request of the Corporation, whether or not the Corporation would
have  the  power  to  indemnify  him under the provisions of this Article of the
By-Laws.  In  the  event  that  any  expense  or  liability otherwise subject to
indemnification  hereunder  is covered entirely or in part by any insurance, the
indemnification  provided  for  by  this  Article of these By-Laws shall only be
available,  if  at all, as to any uninsured liability or expense or that portion
which  is in excess of the amount of all available insurance coverage.  Under no
circumstances  shall  any  insurer  or other person making payment under such an
insurance  policy or contract be subrogated to the rights of any person entitled
to  indemnification  under  this  Article  of  these  By-Laws.

     SECTION 7.  Any and all references contained in Article VI of these By-Laws
     ---------
to  any  provision,  section,  sub-section or portion of the Indiana Code (I.C.)
shall  mean  the  Indiana  Code  as  the same existed on January 1, 1987, and no
subsequent  amendment, repeal, modification, change, or judicial invalidation of
any  provision  of  the Indiana Code subsequent to January 1, 1987, shall alter,
modify,  or otherwise affect these By-Laws, and these By-Laws shall be construed
and interpreted under the statutory law of the State of Indiana as it existed as
of  the  date  of  adoption  of  these  By-Laws.

     SECTION  8.  The  indemnification  herein  required  or  permitted by these
     ----------
amended  indemnification  By-Laws shall be a contractual obligation, undertaking
and commitment of the Corporation as to any person who either continued to serve
or  commenced  to  serve,  following  the  date of the adoption of these amended
indemnification  By-Laws,  as  a  Director or Officer of this Corporation or any
subsidiary  of  this  Corporation,  or in any other position or capacity, at the
request  of  this  Corporation  or any subsidiary corporation, on any committee,
partnership,  association,  trust,  foundation,  not-for-profit  corporation,
employee  benefit  plan,  or  other  organization  or  entity, and no subsequent
amendment  or  repeal of these By-Laws and no judicial decision invalidating the
legislation  authorizing  the  indemnification  provided for by these By-Laws or
invalidating

                                       16

all  or  any  part  of  these  indemnification By-Laws shall in any manner deny,
diminish,  limit,  restrict,  or qualify the indemnification herein provided for
any  such  person who so continued to serve or commenced to serve with regard to
any  claim  concerning  any  matter which occurred, which commenced to occur, or
which  continued  to  occur  subsequent  to  the  adoption  of  these  amended
indemnification  By-Laws  and  prior  to any such amendment, repeal, or judicial
invalidation.

                                   ARTICLE VII

                                      SEAL

          If  the  Board of Directors so determines, the Corporation shall adopt
as  a seal a circular device with the name of the Corporation around the border.

                                  ARTICLE VIII

                                WAIVER OF NOTICE

     Whenever  any  notice  of  a  meeting  is  required to be given by law, the
Articles  of Incorporation, or these By-Laws, a waiver of the notice in writing,
signed  by the person or persons entitled to the notice, whether before or after
the meeting for which the notice would otherwise be required, and filed with the
Chairman of the Board, the President or Secretary, shall be deemed equivalent to
the  giving  of  the  notice.

                                   ARTICLE IX

                        ADOPTION AND AMENDMENT OF BY-LAWS

     The  Board  of  Directors  shall  have  the power to make, alter, amend, or
repeal  the  By-Laws  of  the Corporation and to adopt new or additional By-Laws
which  are  not  inconsistent  with  applicable  law  and  the  Articles  of
Incorporation;  provided,  however, that notice of each proposed amendment of or
other  change  in  the By-Laws shall be given to each Director at least ten (10)
days  prior  to  the  date  of  the  meeting  at  which

                                       17

the  proposed  amendment or other change will be submitted for consideration and
action  by  the  Board  of  Directors.

                                    ARTICLE X

                                   COMMITTEES

     SECTION  1.  COMMITTEES.  The  Board  of  Directors  may,  upon  the
     ----------   ----------
recommendation of the Chairman of the Board, by resolution designate two or more
Directors  to  constitute  such  committee or committees as the Board shall deem
advisable  and  shall  designate Directors to constitute the committees provided
for  in  the  following Sections of this Article X.  Each such committee, to the
extent provided in these By-Laws or any such resolution, shall have and exercise
all  of  the  authority  of  the  Board  of  Directors  in the management of the
Corporation;  provided  that the designation of such committee or committees and
the  delegation  thereto  of authority shall not operate to relieve the Board of
Directors,  or  any member thereof, of any responsibility imposed upon it or him
by  law.  The  Board  of  Directors  may  designate officers, employees or other
persons  who are not Directors of the Corporation to serve as ex officio members
of  any  committee.

     SECTION  2.  EXECUTIVE  COMMITTEE.  The  Board of Directors shall designate
     ----------   --------------------
three  or  more  Directors to constitute an Executive Committee, which Committee
shall  have  and  may exercise all of the authority of the Board of Directors in
the  management  of  the  Corporation, except such as the Board only, by law, is
authorized  to  perform.  The  Chairman  of  the Board shall be a member of such
Committee  and  shall act as Chairman thereof; a majority of the members of such
Committee  shall  be  Directors  who  are  not  officers  or  employees  of  the
Corporation.  The  Committee shall report its actions in writing at each regular
meeting  of the Board of Directors, which shall approve or disapprove the report
and  record  such  action  in  the  minutes  of  the  meeting.

     SECTION  3.  AUDIT COMMITTEE.  The Board of Directors shall designate three
     ----------   ---------------
or  more  Directors  to  constitute an Audit Committee.  Audit Committee members
shall  be

                                       18

appointed  by  the  Board annually or more often.  The membership, structure and
responsibilities  of  the  Audit  Committee shall be such as to be in compliance
with  Section  36  of the Federal Deposit Insurance Act, as amended, 12 CFR Part
363,  the official Guidelines and Interpretations thereto, and any other related
implementing  regulations,  as  the  same  are  applicable  to a holding company
performing  for  its  subsidiaries  comparable  services  and  functions  as are
required  of  the  subsidiaries  under  such  laws  and  regulations.

     The Audit Committee shall have and may exercise all of the authority of the
Board  of  Directors with respect to the review and examination of the financial
affairs  and  the  accounting  and  control  matters  of the Corporation and its
subsidiaries.  The  results  of such examinations shall be reported, in writing,
to  the  Board  at  the  regular  meeting  thereafter.

     It  shall also be the duty of the Audit Committee to oversee and review the
Corporation's annual internal audit; to nominate the independent auditors of the
Corporation  for  appointment  by  the  Board  of  Directors;  to  ratify  all
accountants'  fees  rendered during the year; and to recommend to the Board such
changes  in  the  manner  of doing business, etc., as shall be deemed advisable.

     It shall also be the duty of the Audit Committee to review and discuss with
the  Board  of  Directors  and  the Corporation's independent public accountant:
management's  reports  concerning  compliance  with  safety  and soundness laws,
internal  control  structures  and  procedures  for  financial  reporting;  the
independent  public  accountant's  reports  and  attestations; the resolution of
identified  material  weaknesses and reportable conditions in internal controls,
including  the  prevention  or detection of management override or compromise of
the  internal control system; the scope of the audit services; significant audit
policies;  audit  conclusions  regarding  significant  accounting estimates; the
selection  and  termination and resolution of any significant disagreements with
the  independent  public  accountant.

                                       19


     The  Audit  Committee  shall also be authorized to engage independent legal
counsel  at its discretion.  The Audit Committee shall further be authorized to,
at  its  sole discretion, consult and consider the advice of a panel of advisors
made  up  of  members of the Board of Directors of The Citizens National Bank of
Evansville  as  to  the  discharge  of  any  of  its responsibilities hereunder.

     SECTION  4.  COMPENSATION  AND CORPORATE STRUCTURE COMMITTEE.  The Board of
     ----------   -----------------------------------------------
Directors  shall  designate three or more Directors to constitute a Compensation
and  Corporate  Structure  Committee.  Compensation  and  Corporate  Structure
Committee  members  shall be appointed by the Board annually or more often.  The
Compensation  and  Corporate Structure Committee shall review the competency and
effectiveness  of  management  of  the  Corporation  and  its  subsidiaries; the
soundness  and adequacy of compensation programs, including fringe benefit plans
and programs, compliance with regulations and the like; the approval of salaries
of  Corporation  officers and salaries of senior management of its subsidiaries;
the  formulation of policy on and administration of special Corporation programs
such  as stock option plans, executive incentive plans, stock purchase plans for
employees  and  the  like.  It  shall  also  be the duty of the Compensation and
Corporate  Structure  Committee  to  formulate  and  adopt  overall  management
structure and organization policies, including selection, recruiting, management
development  and  succession of the senior management of the Corporation and its
subsidiaries.  The  Compensation and Corporate Governance Committee shall report
all of its findings and recommendations to the Board of Directors for its action
thereon.

     SECTION  5.  NOMINATING  AND  CORPORATE GOVERNANCE COMMITTEE.  The Board of
     ----------   -----------------------------------------------
Directors shall designate three or more Directors to constitute a Nominating and
Corporate  Governance  Committee.  Nominating and Corporate Governance Committee
members  shall be appointed by the Board annually or more often.  The Nominating
and  Corporate  Governance  Committee  shall  recommend  to the Board a slate of
nominees

                                       20

for  directors  to  be  presented  on  behalf  of  the  Board  for  election  by
shareholders  at  each  annual meeting of the Corporation and shall recommend to
the  Board persons to fill vacancies on the Board.  It shall also be the duty of
the  Nominating  and Corporate Governance Committee to review the procedures and
other  matters related to the governance of the Corporation and its subsidiaries
generally,  including,  but  not limited to, the composition, size and committee
structure  of  the boards of directors of the Corporation's subsidiaries and the
background  and  qualifications of the members of the boards of directors of the
Corporation's  subsidiaries  and  to  submit  to the full Board of Directors any
recommended  actions  to be taken with respect to matters within the Committee's
jurisdiction.

     SECTION  6.  LOAN COMMITTEE.  The Board of Directors may designate three or
     ----------   --------------
more  Directors to constitute a Loan Committee.  Loan Committee members shall be
appointed  by  the  Board  annually  or  more  often.  In  the  absence  of  the
appointment  of  a  Loan  Committee,  the  Executive Committee shall perform the
functions of the Loan Committee.  The Loan Committee shall have and may exercise
all  of  the authority of the Board of Directors with respect to the adequacy of
credit  policies and procedures adopted by the Corporation and its subsidiaries;
the  monitoring  of  trends  in  the  loan  portfolio of the Corporation and its
subsidiaries;  and  the  approval  of  loans,  and  review  of  loans previously
approved,  that  exceed  an  amount  specified  by  resolution  of  the Board of
Directors  of  the  Corporation  or  its  subsidiaries.

     SECTION  7.  SHAREHOLDER  VALUE  COMMITTEE.  The  Board  of Directors shall
     ------------------------------------------
designate  three  or more Directors to constitute a Shareholder Value Committee.
Shareholder  Value Committee members shall be appointed by the Board annually or
more  often.  The  Shareholder  Value  Committee  shall  review and consider the
Corporation's  ongoing long-range strategic plans, with specific emphasis on the
expansion  of  the Corporation's business in both existing and new market areas,
and  the  maximization  of  the  long-term value of the Corporation's franchise,
including  merger

                                       21

and  acquisition  activity.  The Shareholder Value Committee shall report all of
its  findings  and  recommendations  to  the  Board  of Directors for its action
thereon.

     SECTION 8.  APPOINTMENT OF COMMITTEES.  The Board of Directors may appoint,
     -------------------------------------
from  time  to time, other committees for such purposes and with such powers and
tenure  as  the  Board  may  determine  to  be  advisable.


                                   ARTICLE XI

                          REDEMPTION OF CONTROL SHARES

     SECTION  1.   CORPORATE  SHARE  ACQUISITIONS.  The  Indiana  Business
     -----------   ------------------------------
Corporation Law (Indiana  Code     23-1-42-1  et seq.) contains a "control share
                                              -- ---
acquisition" provision which is designed to increase the protection of dispersed
shareholders  when a prospective acquirer seeks to obtain a dominant position in
an  Indiana  corporation which has stock registered under the federal securities
laws.  The provision permits disinterested shareholders (defined in Indiana Code
23-1-42-3  as  essentially all shareholders other than the acquiror, officers of
the  corporation  or  employees  who  are  also directors of the corporation) to
decide  whether  voting power should be given to an acquirer's "control shares."
Control  shares are not all shares owned by an acquiring person, but only shares
acquired  in  a  control  share  acquisition  (which can be acquired in separate
purchases over a considerable period of time, see Indiana Code  23-1-42-2) that,
when  added to the acquiring person's pre-acquisition holdings, put the acquirer
over  any  one  of  three  thresholds  of  corporate  voting power -- one-fifth,
one-third  or  one-half.  If  any  person  proposing  to  make or who has made a
control share acquisition does not file an "acquiring person statement" with the
issuing corporation or if the control shares are not accorded full voting rights
by  disinterested  shareholders, the control shares are subject to redemption at
the  option  of  the corporation; provided that the articles of incorporation or
bylaws  of  the  corporation  whose  shares  are  acquired

                                       22

authorize  such  redemption.  By  virtue  of this Article XI, the Corporation is
authorized  to redeem control shares as permitted under Indiana Code   23-1-42-1
et seq. in accordance with the procedures set forth in Section 3 of this Article
-- ---
XI.  All  capitalized terms used in Sections 2 through 4 of this Article XI have
the  meanings  set  forth  in  Section  4  of  this  Article  XI.

     SECTION 2.   RIGHT OF REDEMPTION.   The Corporation may redeem, at any time
     ----------   -------------------
during  the  Redemption  Period,  Control Shares from an Acquiring Person for an
amount  equal  to  the  Fair  Value  of  the  Control  Shares.

     SECTION  3.   REDEMPTION  PROCEDURE.   In  the  event  that the Corporation
     -----------   ---------------------
shall  desire to exercise its right to redeem Control Shares as provided in this
Article  XI,  it shall give notice of such redemption to the Acquiring Person by
mailing  first  class,  postage  prepaid,  a  notice  of  such redemption to the
Acquiring Person's address as it shall appear upon the Corporation's books.  The
notice  of redemption shall (i) describe the Control Shares to be redeemed, (ii)
state  the  date  fixed  for  redemption,  (iii)  indicate the Fair Value of the
Control  Shares,  and  (iv)  state that payment of the Fair Value of the Control
Shares  to be redeemed shall be made at the principal offices of the Corporation
upon  presentation and surrender of the certificate or certificates representing
such  Control Shares (duly endorsed to the Corporation or in blank).  Any notice
of  redemption  which  is  mailed  in  the  manner  herein  provided  shall  be
conclusively  presumed  to  have  been  duly given, whether or not the Acquiring
Person  receives such notice.  If the notice of redemption shall have been given
as  above  provided,  the  Fair Value of the Control Shares shall become due and
payable on the date and at the place stated in such notice upon presentation and
surrender  of  the  certificate or certificates representing such Control Shares
(duly  endorsed to the Corporation or in blank).  From and after the date of the
notice  of  redemption,  the Control Shares shall no longer be deemed issued and
outstanding  and  all  rights  of  the  Acquiring  Person  with

                                       23

respect  to  such  Control  Shares  shall  cease  and  terminate, except for the
Acquiring Person's right to receive Fair Value for such Control Shares as herein
provided.

     SECTION  4.   DEFINITIONS.   As used in Section 2 through 4 of this Article
     -----------   -----------
XI,  the  following  terms  shall  have the respective meanings set forth below:

          "Acquiring  Person"  shall  mean  any  Person  (or two or more Persons
acting  cooperatively  or  in  concert)  that  acquires  Control  Shares.

          "Acquiring  Person  Statement"  shall  mean  a  written notice from an
Acquiring  Person to the Corporation which satisfies the requirements of Indiana
Code  23-1-42-6.

          "Control  Shares"  shall have the meaning provided therefor in Indiana
Code  23-1-42-1.

          "Fair  Value"  shall mean the mean average per share closing price for
shares  of  the  same  class  as the Control Shares on the principal exchange on
which  such shares are listed for trading or, if not traded on an exchange, then
the  average  of the closing bid and asked prices quoted over-the-counter or the
average closing price reported on the NASDAQ National Market System, if admitted
for  quotation  thereon,  for  the  20  business  days immediately preceding the
earlier  of  the  public  announcement  or the commencement of the Control Share
acquisition  by  the  Acquiring  Person (as such prices are reported in the Wall
Street  Journal  or,  if not so reported, in any nationally recognized financial
journal  or  newspaper).

          "Person"  shall  have  the  meaning  provided therefor in Indiana Code
23-1-20-18.

          "Redemption  Period" shall mean the period commencing on the date that
an  Acquiring  Person first acquires Control Shares and ending on the earlier to
occur  of  (i)  the  date  sixty (60) days after the last acquisition of Control
Shares  by such Acquiring Person, or (ii) the date that the Corporation receives
an  Acquiring  Person  Statement  from such Acquiring Person; provided, however,
                                                              --------  -------
that  in  the  event  that,  pursuant  to

                                       24

Indiana  Code  23-1-42-9, the Control Shares are not accorded full voting rights
by the shareholders of the Corporation, the Redemption Period shall also include
the  period  from  and after the date of the shareholder meeting (referred to in
Indiana  Code  23-1-42-7) at which the shareholders determined not to grant full
voting  rights  to  the  Control  Shares.

                                   ARTICLE XII

                            MISCELLANEOUS PROVISIONS

     SECTION  1.  PRIOR BY-LAWS SUPERSEDED.  All present and existing By-Laws of
     ----------   ------------------------
this  Corporation are hereby expressly repealed and superseded by these By-Laws.


     SECTION  2.  GENDER.  As  used herein, all references to the masculine, all
     ----------   ------
masculine  pronouns  and  masculine  forms  of  other  words or phrases shall be
construed  as  also  meaning  and  including  the  feminine.


                        * * * * * * * * * * * * * * * * *


                                  CERTIFICATION

     Certified to be a true copy of the By-Laws, now in force and effect, of CNB
Bancshares,  Inc.,  Evansville,  Indiana.

     Dated  this  28th  day  of  April,  1995.


(SEAL)

                          /s/  David  L.  Knapp

                          Secretary  of  the  Board



                                       25