FORM 10-Q/A

                                Amendment No. 1

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

               QUARTERLY REPORT UNDER SECTION 13 or 15 (d) of THE

                         SECURITIES EXCHANGE ACT OF 1934


        For Quarter Ended September 30, 2001 Commission File Number 0-17071


                           First Merchants Corporation

             (Exact name of registrant as specified in its charter)

                               Indiana 35-1544218

                (State or other jurisdiction of (I.R.S. Employer
               incorporation of organization) Identification No.)

                 200 East Jackson Street - Muncie, IN 47305-2814

                  (Address of principal executive office) (Zip
                                     code)

                                 (765) 747-1500

              (Registrant's telephone number, including area code)

                                 Not Applicable


               (Former name former address and former fiscal year,
                         if changed since last report.)



         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days,
                                    Yes X No

         As of October 31, 2001, there were 12,676,707 outstanding common
shares, without par value, of the registrant.

         This report including the cover page contains a total of 21 pages.


<PAGE>



                           FIRST MERCHANTS CORPORATION

                                   FORM 10-Q/A

                                      INDEX

                                                                        Page No.

PART I.  Financial information:

 Item 2.          Management's Discussion and Analysis of Financial
                  Condition and Results of Operations..........................3

 Item 3.          Quantitative and Qualitative Disclosures About
                  Market Risk..................................................9

PART II. Other Information:

 Item 6.          Exhibits and Reports of Form 8-K............................10

Signatures        ............................................................11


                               TEXT OF AMENDMENT

Explanatory note:

Each of the above listed Items is hereby amended by deleting the Item in its
entirety and replacing it with the Items attached hereto and filed herewith.

The purpose of this amendment is to amend the Corporation's 10-Q for the period
ending September 30, 2001 (the "Original Filing") to reflect additional
information presented regarding disclosures about market risk and Exhibits and
Reports on Form 8-K.  Any item in the Original Filing not expressly changed
hereby shall be as set forth in the Original Filing.

<PAGE>
                           FIRST MERCHANTS CORPORATION

                                   FORM 10-Q/A

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
--------------------------------------------------------------------------------
of Operations
-------------

First Merchants Corporation's (the "Corporation") financial data for periods
prior to mergers accounted for as pooling of interests has been restated.

Forward-Looking Statements

         Congress passed the Private Securities Litigation Report Act of 1995 to
encourage corporations to provide investors with information about the company's
anticipated future financial performance, goals, and strategies. The act
anticipated future financial performance, goals, and strategies. The act
provides a safe harbor for such disclosure, or in other words, protection from
unwarranted litigation if actual results are not the same as management's
expectations.

         First Merchants Corporation desires to provide its shareholders with
sound information about past performance and future trends. Consequently, this
Quarterly Report, including Management's Discussion and Analysis of Financial
Condition and Results of Operations, contains forward-looking statements that
are subject to numerous assumptions, risks, and uncertainties. Actual results
could differ materially from those contained in or implied by First Merchants
Corporation's statements due to a variety of factors including: changes in
economic conditions; movements in interest rates; competitive pressures on
product pricing and services; success and timing of business strategies; the
successful integration of acquired businesses; the nature and extent of
governmental actions and reform; and extended disruption of vital
infrastructure. The management of First Merchants Corporation encourages readers
of this report to understand forward-looking statements to be strategic
objectives rather than absolute targets of future performance.

Results of Operations

         Net income for the three months ended September 30, 2001, was
$6,020,000,  compared to $5,275,000  earned in the same period of 2000.  Diluted
earnings per share were $.47 an increase of $.04 over the $.43  reported for the
first quarter 2000.

        Net income for the nine months ended September 30, 2001, was
$16,700,000, compared to $15,098,000 during the same period in 2000.  Diluted
earnings per share were $1.35, a 6.3% increase over $1.27 in 2000.

         Cash basis earnings per share for the quarter increased 8.9% to $.49
up $.04 from $.45.  Year to date cash basis earnings per share increased 8.4%
to $1.42 from $1.31 in 2000.

         Annualized returns on average assets and average shareholder's equity
for nine months ended September 30, 2001 were 1.35 percent and 13.66 percent,
respectively, compared with 1.32 percent and 14.61 percent for the same period
of 2000.


<PAGE>


                           FIRST MERCHANTS CORPORATION

                                   FORM 10-Q/A

Capital

         The Corporation's capital strength continues to exceed regulatory
minimums and peer group averages. Management believes that strong capital is a
distinct advantage in the competitive environment in which the Corporation
operates and will provide a solid foundation for continued growth.

         The Corporation's Tier I capital to average assets ratio was 8.7
percent at year-end 2000 and 8.1 percent at September 30, 2001. At September 30,
2001, the Corporation had a Tier I risk-based  capital ratio of 11.0 percent and
total risk-based  capital ratio of 12.1 percent.  Regulatory  capital guidelines
require a Tier I risk-based  capital ratio of 4.0 percent and a total risk-based
capital ratio of 8.0 percent. Banks with Tier I risk-based capital ratios of 6.0
percent and total risk-based capital ratios of 10.0 percent are considered "well
capitalized."  All of the Banks remain "well  capitalized"  as of September  30,
2001.

Asset Quality/Provision for Loan Losses

         The Corporation's asset quality and loan loss experience have
consistently been superior to that of its peer group, as summarized on the
following page. Asset quality has been a major factor in the Corporation's
ability to generate consistent profit improvement.

         The allowance for loan losses is maintained through the provision for
loan losses, which is a charge against earnings.

         The amount provided for loan losses and the determination of the
adequacy of the allowance are based on a continuous review of the loan
portfolio, including an internally administered loan "watch" list and an
independent loan review provided by an outside accounting firm. The evaluation
takes into consideration identified credit problems, as well as the possibility
of losses inherent in the loan portfolio that cannot be specifically identified.

         The following table summarizes the risk elements for the Corporation.
<TABLE>

--------------------------------------------------------------------------------
(Dollars in Thousands)                       September 30,        December 31,
                                                 2001                 2000
--------------------------------------------------------------------------------
<S>                                             <C>                  <C>
Non-accrual loans ..................            $3,330               $2,370
Loans contractually past due 90 days
  Or more other than nonaccruing
                                                 2,978                2,465
Restructured loans .................             2,886                3,085
                                                ------               ------
              Total ................            $9,194               $7,920
                                                ======               ======

--------------------------------------------------------------------------------
</TABLE>

         At September 30, 2001, non-performing loans totaled $9,194,000, an
increase of $1,274,000 from December 31, 2000.

         At December 31, 2000,  impaired loans totaled  $14,839,000.  An
allowance  for losses was not  deemed  necessary  for  impaired  loans  totaling
$6,977,000,  but an allowance  of  $2,253,000  was  recorded  for the  remaining
balance of impaired loans of $7,862,000.  The average  balance of impaired loans
for 2000 was $15,053,000.

         At September 30, 2001, the allowance for loan losses increased by
$2,453,000, to $14,907,000, up from year end 2000.  The increase was primarily
due to the allowance acquired in the acquisition of Francor Financial, Inc.,
which totaled $2,085,000.  As a percent of loans, the allowance was 1.09
percent, up from 1.06 percent at year end 2000.


<PAGE>
                           FIRST MERCHANTS CORPORATION

                                   FORM 10-Q/A

        For the nine months ended September 30, 2001, the provision totaled
$2,371,000. The provision was $624,000 more than the $1,747,000 provision from
the comparable period in 2000, primarily due to the general downturn in the
economy and an increase in non-performing loans. Net charge offs amounted to
$2,003,000 during the nine months ended September 30, 2001.

        The third quarter 2001 provision of $1,023,000 increased $420,000 from
$603,000 for the same quarter in 2000, primarily due to the general downturn in
the economy and an increase in non-performing loans.  Net charge offs amounted
to $706,000 during the quarter.

<TABLE>

                                                               Nine Months Ended
                                                                 September 30,
                                                               ------------------
                                                               ------------------
                                                              2001           2000
                                                              ----           ----
                                                            (Dollars in Thousands)
<S>                                                          <C>           <C>
  Balance at beginning of period .........................   $12,454       $10,128
                                                             -------       -------
  Allowance acquired in acquisition.......................     2,085         1,413

  Chargeoffs .............................................    (2,467)       (1,517)
  Recoveries .............................................       464           461
                                                             -------       -------
  Net chargeoffs .........................................    (2,003)       (1,056)
  Provision for loan losses ..............................     2,371         1,747
                                                             -------       -------
  Balance at end of period................................   $14,907       $12,232
                                                             =======       =======

Ratio of net chargeoffs during the period to average loans
  outstanding during the period - annualized..............       .21%          .13%


</TABLE>

Liquidity, Interest Sensitivity, and Disclosures About Market Risk

         Asset/Liability management has been an important factor in the
Corporation's ability to record consistent earnings growth through periods of
interest rate volatility and product deregulation. Management and the Board of
Directors monitor the Corporation's liquidity and interest sensitivity positions
at regular meetings to ensure that changes in interest rates will not adversely
affect earnings. Decisions regarding investment and the pricing of loan and
deposit products are made after analysis of reports designed to measure
liquidity, rate sensitivity, the Corporation's exposure to changes in net
interest income given various rate scenarios, and the economic and competitive
environments.

         It is the objective of the Corporation to monitor and manage risk
exposure to net interest income caused by changes in interest rates. It is the
goal of the Corporation's Asset Liability function to provide optimum and stable
net interest income. To accomplish this, management uses two asset liability
tools. GAP/Interest Rate Sensitivity Reports and Net Interest Income Simulation
Modeling are both constructed, presented, and monitored quarterly.

         The Corporation's liquidity and interest sensitivity position at
September 30, 2001, remained adequate to meet the Corporation's primary goal of
achieving optimum interest margins while avoiding undue interest rate risk.


<PAGE>

                           FIRST MERCHANTS CORPORATION

                                   FORM 10-Q/A

         The Corporation places its greatest credence in net interest income
simulation modeling. The GAP/Interest Rate Sensitivity Report is known to have
two major shortfalls. The GAP/Interest Rate Sensitivity Report fails to
precisely gauge how often an interest rate sensitive product reprices, nor is it
able to measure the magnitude of potential future rate movements.

         The Corporation's asset liability process monitors simulated net
interest income under three separate interest rate scenarios; rising (rate
shock), falling (rate shock) and base case (flat rates). Net Interest income is
simulated over a 12-month horizon. By policy, the difference between the best
performing and the worst performing rate scenarios are not allowed to show a
variance greater than 5 percent.

         Assumed interest rate changes are simulated to move incrementally over
12 months.  The total rate movement (beginning point minus ending point) to
noteworthly interest rate indexes are as follows:

                                        Rising                Falling
--------------------------------------------------------------------------------

Prime                                   200 Basis Points      (150) Basis Points
Federal Funds                           200                   (100)
One Year T-Bill                         200                   (100)
Two Year T-Bill                         200                   (100)
Interest Checking                       100                   ( 25)
MMIA Savings                             75                   ( 25)
Money Market Index                      200                   (100)
CD's                                    170                   (130)
FHLB Advances                           200                   (100)

         Results for the flat, rising (rate shock), and falling (rate shock)
interest scenarios are listed below. The net interest income shown represents
cumulative net interest income over a 12-month time horizon. Balance sheet
assumptions are the same under all scenarios:
<TABLE>
                                                            Base Case
                                                            Flat Rates              Rising               Falling
     -----------------------------------------------------------------------------------------------------------
<S>                                                           <C>                   <C>                  <C>

     Net Interest Income (Dollars in Thousands)              $69,640                $70,667              $67,750
     Change vs. Base Case                                                             1,027               (1,890)
     Percent Change                                                                    1.47%               (2.71)%
     Policy Limitation                                                                (5.00)%              (5.00)%

</TABLE>
                           FIRST MERCHANTS CORPORATION

                                   FORM 10-Q/A

Earning Assets

         The following table presents the earning asset mix as of September 30,
2001, and December 31, 2000, and December 31, 1999.

         Loans grew by over $186 million from December 31, 2000 to
September 30, 2001, which included $134.5 million of loans acquired as part of
the Francor Financial, Inc. acquisition.  Investment securities declined by
$57.9 million during the same period. Commercial and industrial loans increased
by more than $32 million, while individuals' loans for household and personal
expenditures increased by nearly $4.9 million.
<TABLE>
------------------------------------------------------------------------------------------------------------------------
EARNING ASSETS
(Dollars in Millions)                                           September 30,          December 31,        December 31,
                                                                   2001                  2000                 1999
------------------------------------------------------------------------------------------------------------------------
<S>                                                            <C>                   <C>                  <C>
Federal funds sold and interest-bearing deposits               $    21.6             $     15.8           $     27.1

Investment securities available for sale .......                   241.1                  295.7                329.7

Investment securities held to maturity .........                     8.9                   12.2                 14.3

Mortgage loans held for sale ...................                      .8

Loans ..........................................                 1,361.6                1,175.6                998.9

Federal Reserve and Federal Home Loan Bank stock                     7.9                    7.2                  5.8
                                                               ----------            ----------           ----------

                     Total .....................               $ 1,641.9             $  1,506.5           $  1,375.8
                                                               ==========            ==========           ==========
</TABLE>
<PAGE>

                           FIRST MERCHANTS CORPORATION

                                   FORM 10-Q/A

Net Interest Income

         Net Interest Income is the primary source of the Corporation's
earnings. It is a function of net interest margin and the level of average
earning assets.

         The table below presents the Corporation's asset yields, interest
expense, and net interest income as a percent of average earning assets for the
nine months ended September 30, 2001 and 2000.

         Annualized net interest income (FTE) for the nine months ended
September 30, 2001 increased by  $7,472,000, or 12.9 percent over the same
period in 2000, due to an increase in average earning assets of over $109
million.

<TABLE>

--------------------------- ------------------- -------------------- -------------------- -------------- --------------------
(Dollars in Thousands)
                             Interest Income                         Net Interest Income                     Annualized
                            (FTE) as a Percent   Interest Expense    (FTE) as a Percent                  Net Interest Income
                                of Average         as a Percent          of Average          Average             On a
                              Earning Assets        of Average         Earning Assets        Earning        Fully Taxable
                                                  Earning Assets                             Assets        Equivalent Basis
--------------------------- ------------------- -------------------- -------------------- -------------- --------------------
For the three months
  Ended September 30,
<S>                               <C>                  <C>                  <C>            <C>                 <C>
           2001                   7.79%                3.46%                4.33%          $1,652,318          $71,526

           2000                   8.20%                4.24%                3.96%          $1,527,890          $60,486

-----------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
-------------------------- ------------------- -------------------- -------------------- -------------- ---------------------
(Dollars in Thousands)
                             Interest Income                         Net Interest Income                     Annualized
                            (FTE) as a Percent   Interest Expense    (FTE) as a Percent                  Net Interest Income
                                of Average         as a Percent          of Average          Average             On a
                              Earning Assets        of Average         Earning Assets        Earning        Fully Taxable
                                                  Earning Assets                             Assets        Equivalent Basis
-------------------------- ------------------- -------------------- -------------------- -------------- ---------------------
For the nine months
 Ended September30,
<S>                               <C>                  <C>                  <C>            <C>                 <C>
           2001                   8.00%                3.77%                4.23%          $1,545,820          $65,408

           2000                   8.10%                4.07%                4.03%          $1,436,429          $57,936

Average earning assets include the average balance of securities classified as
available for sale, computed based on the average of the historical amortized
cost balances without the effects of the fair value adjustment.
-----------------------------------------------------------------------------------------------------------------------------

</TABLE>

<PAGE>

                           FIRST MERCHANTS CORPORATION

                                   FORM 10-Q/A
Other Income

         The Corporation has placed emphasis on the growth of non-interest
income in recent years by offering a wide range of fee-based services. Fee
schedules are regularly reviewed by a pricing committee to ensure that the
products and services offered by the Corporation are priced to be competitive
and profitable.

         Other income in the third quarter of 2001 exceeded the same quarter in
the prior year by $424,000, or 9.7 percent.

Two major areas account for most of the increase:

1.       Service charges on deposit accounts increased $265,000 or 21.4 percent
         due to increased number of accounts and price adjustments.

2.       Gains on sale of mortgage loans increased by $240,000 due to declining
         interest rates and increased mortgage volume.

        Other income in the first nine months of 2001 exceeded the same period
in the prior year by $1,446,000, or 11.7 percent.

Three major areas account for most of the increase:

1.       Service charges on deposit accounts increased $618,000 or 17.7 percent
         due to increased number of accounts and price adjustments.

2.       Revenues from fiduciary activities increased $366,000 or 9.8 percent
         due primarily to increased sales efforts of First Merchants Insurance
         Services, Inc.

3.       Gains on sale of mortgage loans increased by $592,000 due to declining
         interest rates and increased mortgage volume.

Other Expense

         Total other expenses represent non-interest operating expenses of the
Corporation. Other expense during the third quarter of 2001 exceeded the same
period of the prior year by $1,787,000, or 17.5 percent.

Three major areas account for most of the increase:

1.       Salaries  and benefit expense grew  $971,000 or 17.7 percent,  due to
         normal salary increases and staff additions.

2.       Processing expense increased by $123,000 or 17.8 percent, due to an
         increased volume of activity.

3.       Other outside services expense increased by $114,000, primarily
         attributed to an increased use of such services.

        Total other expense during the first nine months in 2001 exceeded the
same period of the prior year by $3,478,000, or 11.8 percent.

Three major areas account for most of the increase:

1.       Salaries  and benefit expense grew  $1,971,000 or 12.2 percent,  due to
         normal salary increases and staff additions.

2.       Goodwill amortization increased by $604,000, due to utilization of the
         purchase method of accounting for the Corporation's June 1, 2000
         acquisition of Decatur Bank & Trust Company.

3.       Equipment expense grew $265,000 or 23.2%, due to decisions made to
         maintain and repair equipment items, rather than purchasing new
         equipment.


<PAGE>


                           FIRST MERCHANTS CORPORATION

                                   FORM 10-Q/A

Income Taxes

        Income tax expense during the third quarter totaled $2,870,000, an
increase of $148,000 over the $2,722,000 reported in the same quarter of 2000.

         Income tax expense, for the nine months ended September 30, 2001,
increased by $1,500,000 over the same period in 2000.

Other

         The Securities and Exchange Commission maintains a Web site that
contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission, including
the Corporation, and that address is (http://www.sec.gov).


Item 3.  Quantitative and Qualitative Disclosures About Market Risk

The information required under this item is included as part of Management's
Discussion and Analysis under the heading Liquidity, Interest Sensitivity, and
Disclosures About Market Risk.



<PAGE>


                           FIRST MERCHANTS CORPORATION

                                   FORM 10-Q/A

                           PART II. OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

         (a)  Exhibits:

              Exhibit No.:    Description of Exhibit:     Form 10-Q/A, Page No.:
              -------------   -------------------------   ----------------------
              Exhibit 3(ii)   Bylaws of First Merchants             12
                              Corporation, as most
                              recently amended on
                              August 14, 2001


         (b)  Reports on Form 8-K:

              A report on Form 8-K, dated August 14, 2001, was filed under
              report item number 5, concerning the Corporation's declaration of
              a five percent (5%) stock dividend on its shares of common stock.
              The dividend was payable to shareholders of record on September 3,
              2001.  The date of delivery of shares to be issued pursuant to the
              stock dividend was September 24, 2001.

              A report on Form 8-K, dated October 15, 2001, was filed under
              report item number 5, concerning the Corporation and Lafayette
              Bancorporation ("Lafayette") jointly announcing the signing of a
              definitive agreement pursuant to which Lafayette will be merged
              with and into the Corporation.  The Agreement of Reorganization
              and Merger between the Corporation and Lafayette dated October 14,
              2001, was attached to this Form 8-K as Exhibit 2 and incorporated
              within by reference.


<PAGE>

                           FIRST MERCHANTS CORPORATION

                                  FORM 10-Q/A

                                   SIGNATURES

                  Pursuant to the requirements of the Securities Exchange Act of
         1934, the registrant has duly caused this report to be signed on its
         behalf by the undersigned thereunto duly authorized.

                                          First Merchants Corporation
                                          ---------------------------
                                                   (Registrant)




Date   12/19/01                            by /s/ Michael L. Cox
    ---------------------------            -------------------------------------
                                           Michael L. Cox
                                           President and Chief Executive Officer



Date   12/19/01                            by /s/ James L. Thrash
    ---------------------------            -------------------------------------
                                           James L. Thrash
                                           Chief Financial & Principal
                                           Accounting Officer


<PAGE>

                           FIRST MERCHANTS CORPORATION

                                   FORM 10-Q/A

                                  Exhibit 3(ii)

                                    BYLAWS OF
                           FIRST MERCHANTS CORPORATION


         Following are the Bylaws, as  amended, of First  Merchants  Corporation
(hereinafter referred to as the "Corporation"),  a corporation existing pursuant
to  the  provisions  of  the  Indiana  Business   Corporation  Law,  as  amended
(hereinafter referred to as the "Act"):

                                    ARTICLE I

         Section 1.        Name.  The name of the Corporation is First Merchants
Corporation.

         Section 2.        Principal Office and Resident Agent.  The post office
address of the principal  office of the  Corporation is 200 East Jackson Street,
Muncie,  Indiana  47305,  and the name of its  Resident  Agent in charge of such
office is Larry R. Helms.

         Section 3.        Seal. The seal of the  Corporation  shall be circular
in form and mounted  upon a metal die,  suitable  for  impressing  the same upon
paper.  About the upper  periphery  of the seal shall  appear  the words  "First
Merchants  Corporation" and about the lower periphery  thereof the word "Muncie,
Indiana". In the center of the seal shall appear the word "Seal".

                                   ARTICLE II

         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 of capital  stock which the  Corporation  shall have
authority to issue shall be as stated in the Articles of Incorporation.

         Section 2.        Consideration  for No Par Value Shares.  The shares
of stock of the  Corporation  without  par value shall be issued or sold in such
manner and for such amount of consideration 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.        Consideration  for  Treasury  Shares.  Treasury
shares may be disposed of by the  Corporation for such  consideration  as may be
determined from time to time by the Board of Directors.

         Section 4.        Payment for Shares.  The  consideration  for the
issuance of shares of capital stock of the  Corporation may be paid, in whole or
in part,  in money,  in other  property,  tangible  or  intangible,  or in labor
actually  performed  for, or  services  actually  rendered  to the  Corporation;
provided,  however,  that the part of the  surplus of the  Corporation  which is
transferred  to stated  capital upon the issuance of shares as a share  dividend
shall be deemed to be the  consideration  for the issuance of such shares.  When
payment of the consideration for which a share was authorized to be issued shall
have  been  received  by the  Corporation,  or  when  surplus  shall  have  been
transferred to stated capital upon the issuance of a share dividend,  such share
shall be declared  and taken to be fully paid and not liable to any further call
or  assessment,  and the  holder  thereof  shall not be liable  for any  further
payments  thereon.  In the  absence  of  actual  fraud in the  transaction,  the
judgment of the Board of  Directors as to the value of such  property,  labor or
services  received  as  consideration,  or the  value  placed  by the  Board  of
Directors upon the corporate  assets in the event of a share dividend,  shall be
conclusive.  Promissory notes,  uncertified checks, or future services shall not
be accepted in payment or part payment of the capital stock of the  Corporation,
except as permitted by the Act.
<PAGE>

         Section 5.        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,  with the seal of the Corporation thereto affixed,  stating the
name  of the  registered  holder,  the  number  of  shares  represented  by such
certificate,  the par value of each share of stock or that such  shares of stock
are without par value, and that such shares are fully paid and nonassessable. 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 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 6.        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 7.        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.

         Section 8.        Cancellation.  Every certificate  surrendered to the
Corporation  for exchange or transfer shall be canceled,  and no new certificate
or certificates  shall be issued in exchange for any existing  certificate until
such existing certificate shall have been so canceled,  except in cases provided
for in Section 10 of this Article III.

         Section 9.        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  Corporation  or 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 10.       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 certificates  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.
<PAGE>
         Section 11.       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 Indiana.

         Section 12.       Options to Officers and  Employees.  The  issuance,
including  the  consideration,  of rights or options to  Directors,  officers or
employees of the Corporation, and not to the shareholders generally, to purchase
from the  Corporation  shares of its  capital  stock  shall be  approved  by the
affirmative  vote of the  holders of a majority  of the shares  entitled to vote
thereon or shall be authorized by and consistent  with a plan approved by such a
vote of the shareholders.

                                   ARTICLE IV

                            Meetings of Shareholders

         Section 1.        Place of Meeting.  Meetings  of  shareholders  of the
Corporation shall be held at such place, within or without 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.

         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 the third  Tuesday in
April of each year, if such day is not a holiday, and if a holiday,  then on the
first following day that is not a holiday, or in lieu of such day may be held on
such other day as the Board of Directors  may set by  resolution,  but not later
than the end of the fifth  month  following  the close of the fiscal year of the
Corporation. Failure to hold the annual meeting at the designated time 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 in writing of  shareholders  holding of record not less than  one-fourth
(1/4)  of  all  the  shares   outstanding   and  entitled  by  the  Articles  of
Incorporation to vote on the business for which the meeting is being called.

         Section 4.        Notice of Meetings.  A written or printed  notice,
stating  the  place,  day and  hour  of the  meeting,  and in case of a  special
meeting,  or when required by any other provision of the Act, or of the Articles
of Incorporation,  as now or hereafter amended,  or these Bylaws, 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,  as now or
hereafter  amended,  and by the Act to vote at such meeting,  at such address as
appears upon the records of the  Corporation,  at least ten (10) days before the
date of the meeting.  Notice of any such meeting may be waived in writing by any
shareholder,  if the waiver  sets  forth in  reasonable  detail  the  purpose or
purposes  for which  the  meeting  is  called,  and the time and place  thereof.
Attendance at any meeting in person,  or by proxy,  shall constitute a waiver of
notice of such meeting.  Each shareholder,  who has in the manner above provided
waived  notice  of  a  shareholders'   meeting,  or  who  personally  attends  a
shareholders' meeting, or is represented thereat by a proxy authorized to appear
by an instrument of proxy, 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.
<PAGE>

         Section 5.        Addresses of  Shareholders.  The address of any
shareholder  appearing upon the records of the Corporation shall be deemed to be
the latest address of such  shareholder  appearing on the records  maintained by
the  Corporation  or its  transfer  agent  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 such 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  Bylaws.  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 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 the election of directors. At any meeting of
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,
the vote of the holders of a majority of the stock having  voting power  present
in person or represented by proxy shall decide any question  brought before such
meeting,  unless the question is one upon which, by express provision of the Act
or of the  Articles  of  Incorporation  or by these  Bylaws,  a greater  vote is
required,  in which case such  express  provision  shall  govern and control the
decision of such question.

         Section 7.        Voting List.  The  Corporation or its transfer agent
shall make, at least five (5) days before each election of directors, a complete
list of the shareholders  entitled by the Articles of  Incorporation,  as now or
hereafter  amended,  to vote at such election,  arranged in alphabetical  order,
with the address  and number of shares so  entitled to vote held by each,  which
list shall be on file at the principal  office of the Corporation and subject to
inspection by any shareholder.  Such list shall be produced and kept open at the
time and place of election  and  subject to the  inspection  of any  shareholder
during the holding of such  election.  The original  stock  register or transfer
book,  or a duplicate  thereof  kept in the State of Indiana,  shall be the only
evidence as to who are the  shareholders  entitled  to examine  such list or the
stock ledger or transfer book or to vote at any meeting of the shareholders.

         Section 8.        Fixing of Record Date to Determine  Shareholders
Entitled to Vote.  The Board of Directors  may  prescribe a period not exceeding
fifty (50) 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 fifty (50) 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
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 shall be ten (10)
days prior to the date of such meeting.

         Section 9.        Nominations  for  Director.  Nominations  for
election to the Board of  Directors  may be made by the Board of Directors or by
an  shareholder  of any  outstanding  class of capital stock of the  Corporation
entitled to vote for the election of  directors.  Nominations,  other than those
made by or on behalf of the existing  management  of the  Corporation,  shall be
made in  writing  and  shall be  delivered  or mailed  to the  President  of the
Corporation  not less than ten (10) days nor more than  fifty (50) days prior to
any  meeting  of  shareholders  called  for  the  election  of  Directors.  Such
notification shall contain the following  information to the extent known to the
notifying  shareholder:  (a) the  name and  address  of each  proposed  nominee;
(b) the principal  occupation of each proposed nominee;  (c) the total number of
shares of capital stock of the Corporation  that will be voted for each proposed
nominee;  (d) the name and residence address of the notifying  shareholder;  and
(e) the  number of  shares  of  capital  stock of the  Corporation  owned by the
notifying  shareholder.  Nominations not made in accordance herewith may, in his
discretion,  be  disregarded  by the  chairman  of the  meeting,  and  upon  his
instructions,  the vote  tellers  may  disregard  all  votes  cast for each such
nominee.
<PAGE>
                                    ARTICLE V

                               Board of Directors

         Section 1.  Election,  Number and Term of Office.  The number of
Directors of the Corporation to be elected by the holders of the shares of stock
entitled by the Articles of  Incorporation  to elect Directors shall be fourteen
(14) unless  changed by amendment of this Section by a two-thirds  (2/3) vote of
the Board of Directors.

         The  Directors  shall be divided into three (3) classes as nearly equal
in number as  possible,  all  Directors  to serve three (3) year terms except as
provided in the third  paragraph of this Section.  One class shall be elected at
each annual meeting of the  shareholders,  by the holders of the shares of stock
entitled by the Articles of Incorporation to elect Directors.  Unless the number
of Directors is changed by  amendment  of this  Section,  Classes I and II shall
each have five (5) Directors,  and Class III shall have four (4)  Directors.  No
decrease in the number of Directors shall have the effect of shortening the term
of any incumbent Director.

         No person shall serve as a Director  subsequent to the annual meeting
of  shareholders  following  the end of the  calendar  year in which such person
attains the age of seventy (70) years. The term of a Director shall expire as of
the annual meeting  following  which the Director is no longer eligible to serve
under the provisions of this paragraph,  even if fewer than three (3) years have
elapsed since the commencement of the Director's term.

         Except in the case of  earlier  resignation,  removal or death,  all
Directors  shall hold office until their  respective  successors  are chosen and
qualified.

         The provisions of this Section of the Bylaws may not be changed or
amended except by a two-thirds (2/3) vote of the Board of Directors.

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

         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 without 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  shall be held at such times and places,  either  within or without
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 Chairman of the Board,  the President,  or by not
less than a majority  of the  members of the Board of  Directors.  Notice of the
time and place,  either  within or without  the State of  Indiana,  of a special
meeting shall be served upon or telephoned to each Director at least twenty-four
(24) hours, or mailed, telegraphed or cabled 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  special  meeting  shall
constitute a waiver of notice.
<PAGE>

         Section 6.        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 Act, by the Articles of  Incorporation,  or by
these Bylaws. A Director, who is present at a meeting of the Board of Directors,
at which action on any corporate matter is taken, shall be conclusively presumed
to  have  assented  to  the  action  taken,  unless  (a) his  dissent  shall  be
affirmatively  stated by him at and before the  adjournment  of such meeting (in
which event the fact of such  dissent  shall be entered by the  secretary of the
meeting in the minutes of the meeting),  or (b) he shall forward such dissent by
registered  mail to the  Secretary  of the  Corporation  immediately  after  the
adjournment of the meeting.  The right of dissent  provided for by either clause
(a) or cause (b) of the immediately  preceding  sentence shall not be available,
in respect of any matter acted upon at any  meeting,  to a Director who voted at
the  meeting  in favor of such  matter  and did not change his vote prior to the
time that the result of the vote on such matter was announced by the chairman of
such meeting.

         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 Directors  participating  in the meeting can communicate  with each
other, and  participation by these means  constitutes  presence in person at the
meeting.

         Section 7.        Consent  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 prior to such  action a
written  consent  to such  action  is  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.

         Section 8.        Removal.  Any or all members of the Board of
Directors  may  be  removed,  with  or  without  cause,  at  a  meeting  of  the
shareholders  called  expressly for that purpose by the affirmative  vote of the
holders of not less than two-thirds  (2/3) of the outstanding  shares of capital
stock then  entitled to vote on the  election of  Directors,  except that if the
Board of Directors,  by an affirmative  vote of at least two-thirds (2/3) of the
entire Board of Directors, recommends removal of a Director to the shareholders,
such removal may be effected by the affirmative  vote of the holders of not less
than a majority of the outstanding shares of capital stock then entitled to vote
on the election of Directors at a meeting of shareholders  called  expressly for
that purpose.

         The provisions in this Section of the Bylaws may not be changed or
amended  except by a two-thirds  (2/3) vote of the Board of Directors.

         Section 9.        Dividends.  The Board of Directors shall have power,
subject  to any  restrictions  contained  in  the  Act  or in  the  Articles  of
Incorporation and out of funds legally available  therefore,  to declare and pay
dividends upon the outstanding capital stock of the Corporation as and when they
deem expedient. Before declaring any dividend, there may be set aside out of any
funds of the  Corporation  available for dividends such sum or sums as the Board
of  Directors  from time to time in their  absolute  discretion  deem proper for
working capital,  or as a reserve or reserves to meet  contingencies or for such
other  purposes  as the  Board of  Directors  may  determine,  and the  Board of
Directors may in their absolute discretion modify or abolish any such reserve in
the manner in which it was created.

         Section 10.       Fixing of Record  Date to  Determine  Shareholders
Entitled to Receive Corporate Benefits. The Board of Directors may fix a day and
hour not exceeding  fifty (50) days  preceding the date fixed for payment of any
dividend or for the delivery of evidence of rights,  or for the  distribution of
other corporate  benefits,  or for a determination of shareholders for any other
purpose, as a record time for the determination of the shareholders  entitled to
receive  any such  dividend,  rights  or  distribution,  and in such  case  only
shareholders  of record at the time so fixed shall be  entitled to receive  such
dividend,  rights  or  distribution.   If  no  record  date  is  fixed  for  the
determination of shareholders entitled to receive payment of a dividend, the end
of the day on which the  resolution  of the Board of  Directors  declaring  such
dividend is adopted shall be the record date for such determination.
<PAGE>
         Section 11.       Interest of Directors  in  Contracts.  Any  contract
or other  transaction  between the  Corporation or any corporation in which this
Corporation  owns a majority  of the capital  stock 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  between the  Corporation  and one
or more of its Directors or members or employees, or between the Corporation and
any firm of which one or more of its  Directors  are members or  employees or in
which they are  interested,  or between the  Corporation  and any corporation or
association  of which one or more of its  Directors are  stockholders,  members,
directors,  officers,  or  employees or in which they are  interested,  shall be
valid  for all  purposes,  notwithstanding  the  presence  of such  Director  or
Directors at the meeting of the Board of Directors of the Corporation which acts
upon, or in reference to, such contract or transaction and  notwithstanding  his
or their  participation  in such action,  if the fact of such interest  shall be
disclosed  or known to the Board of Directors  and the Board of Directors  shall
authorize,  approve  and ratify  such  contract  or  transaction  by a vote of a
majority of the Directors present,  such interested  Director or Directors to be
counted in  determining  whether a quorum is  present,  but not to be counted in
calculating  the  majority of such  quorum  necessary  to carry such vote.  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 12.       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.

         During the intervals  between  meetings of the Board of  Directors,
any executive committee so appointed, unless expressly provided otherwise by law
or these  Bylaws,  shall have and may exercise all the authority of the Board of
Directors,  including,  but not limited to, the  authority  to issue and sell or
approve any contract to issue or sell,  securities or shares of the  Corporation
or  designate  the  terms of a series  or class of  securities  or shares of the
Corporation.  The terms which may be affixed by the executive committee include,
but are not limited to, the price,  dividend rate, and provisions of redemption,
a sinking fund, conversion,  voting, or preferential rights or other features of
securities or class or series of a class of shares. Such committee may have full
power to adopt a final  resolution which sets forth these terms and to authorize
a statement of such terms to be filed with the Secretary of State. However, such
executive  committee  shall  not have the  authority  to  declare  dividends  or
distributions, amend the Articles of Incorporation or the Bylaws, approve a plan
of merger or  consolidation,  even if such  plan  does not  require  shareholder
approval,   reduce  earned  or  capital   surplus,   authorize  or  approve  the
reacquisition of shares unless pursuant to a general formula or method specified
by the  Board  of  Directors,  or  recommend  to the  shareholders  a  voluntary
dissolution of the Corporation or a revocation thereof.

         The Board of  Directors  may,  in its  discretion,  constitute  and
appoint other committees,  in addition to an executive  committee,  to assist in
the   management   and  control  of  the  affairs  of  the   Corporation,   with
responsibilities  and powers appropriate to the nature of the several committees
and as provided by the Board of Directors in the resolution of appointment or in
subsequent resolutions and directives.  Such committees may include, but are not
limited to, an audit committee and a compensation and human resources committee.

         No member of any committee  appointed by the Board of Directors  shall
continue  to be a  member  thereof  after  he  ceases  to be a  Director  of the
Corporation.  However, where deemed in the best interests of the Corporation, to
facilitate  communication  and  utilize  special  expertise,  directors  of  the
Corporation's  affiliated  banks and  corporations  may be appointed to serve on
such committees, as "affiliate  representatives." Such affiliate representatives
may attend and participate fully in meetings of such committees,  but they shall
not be entitled to vote on any matter presented to the meeting nor shall they be
counted for the purpose of determining  whether a quorum exists. The calling and
holding of meetings of any such  committee and its method of procedure  shall be
determined by the Board of Directors.  To the extent  permitted by law, a member
of the Board of Directors, and any affiliate representative, serving on any such
committee  shall not be liable for any action taken by such  committee if he has
acted  in good  faith  and in a manner  he  reasonably  believes  is in the best
interests  of the  Corporation.  A member of a committee  may  participate  in a
meeting  of  the  committee  by  means  of a  conference  telephone  or  similar
communications  equipment by which all members  participating in the meeting can
communicate  with each  other,  and  participation  by these  means  constitutes
presence in person at the meeting.
<PAGE>

                                   ARTICLE VI

                                    Officers

         Section 1.        Principal  Officers.  The  principal  officers of the
Corporation  shall be a Chairman of the Board,  Vice  Chairman  of the Board,  a
President,  one (1) or more Vice  Presidents,  a Treasurer and a Secretary.  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  Bylaws.  Any two (2) or more  offices may be held by the same  person,
except the duties of President and Secretary  shall not be performed by the same
person.  No person  shall be  eligible  for the office of Chairman of the Board,
Vice  Chairman  of  the  Board,  or  President  who  is  not a  Director  of the
Corporation.

         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 chosen and qualified, or until his death, or until he shall
resign, or shall have been removed in the manner hereinafter provided.

         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,  agents  and  employees  as the  Board  of  Directors  may deem
necessary,  each of whom shall hold office for such period,  may be removed with
or without cause, have such authority, and perform such duties as the President,
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, agents or employees.

         Section 5.        Resignations.  Any officer may resign at any time by
giving  written  notice to the  Chairman  of the Board of  Directors,  or 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 Bylaws 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.  He shall  perform
such  other  duties and have such other  powers  as,  from time to time,  may be
assigned to him by the Board of Directors.

         Section 8.        Vice Chairman of the Board.  The Vice Chairman of the
Board, who shall be chosen from among the Directors, shall act in the absence of
the  Chairman of the Board.  He shall  perform  such other  duties and have such
other  powers  as,  from time to time,  may be  assigned  to him by the Board of
Directors.

         Section 9.        President.  The  President,  who shall be chosen
from  among  the  Directors,  shall  be  the  chief  executive  officer  of  the
Corporation  and as such shall have  general  supervision  of the affairs of the
Corporation, subject to the control of the Board of Directors. He shall be an ex
officio member of all standing  committees.  In the absence or disability of the
Chairman  of the Board and Vice  Chairman  of the  Board,  the  President  shall
preside at all  meetings  of  shareholders  and at all  meetings of the Board of
Directors.  Subject to the control and direction of the Board of Directors,  the
President  may enter into any contract or execute and deliver any  instrument in
the name and on behalf of the  Corporation.  In  general,  he shall  perform all
duties  and have all  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 him by the Board of Directors.
<PAGE>
         Section 10.       Vice  Presidents.  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  and  Executive  Vice
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 11.       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
of the  Corporation  at any meeting of the Board of  Directors  or 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 12.       Secretary.  The Secretary  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 Bylaws
and by the  Act;  shall  be  custodian  of the  records  and of the  seal 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 duly  authorized  in
accordance with the provisions of these Bylaws;  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 13.       Salaries.  The  salaries  of the  principal  officers
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 14.       Voting  Corporation's  Securities.  Unless otherwise
ordered by the Board of Directors,  the Chairman of the Board, the President and
Secretary,  and  each  of  them,  are  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 or other securities
entitled to be voted at any  meetings of security  holders of  corporations,  or
associations  in which  the  Corporation  may hold  securities,  in person or by
proxy, as a stockholder or otherwise, and at such meetings shall possess and may
exercise  any and all  rights  and  powers  incident  to the  ownership  of such
securities,  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 or association. The Board of Directors by resolution from time
to time may confer like powers upon any other person or persons.

                                   ARTICLE VII

                                 Indemnification

         Section 1.        Indemnification  of  Directors,  Officers,  Employees
and Agents. Every person who is or was a Director, officer, employee or agent of
this  Corporation or of any other  corporation for which he is or was serving in
any capacity at the request of this  Corporation  shall be  indemnified  by this
Corporation  against any and all  liability  and expense that may be incurred by
him in connection  with or resulting  from or arising out of any claim,  action,
suit or proceeding,  provided that such person is wholly successful with respect
thereto or acted in good faith in what he  reasonably  believed  to be in or not
opposed to the best interest of this Corporation or such other  corporation,  as
the case may be, and, in addition, in any criminal action or proceeding in which
he had no  reasonable  cause to believe that his conduct was  unlawful.  As used
herein,  "claim,  action,  suit or proceeding" shall include any claim,  action,
suit or proceeding  (whether  brought by or in the right of this  Corporation or
such  other  corporation  or  otherwise),  civil,  criminal,  administrative  or
investigative,  whether  actual or threatened  or in  connection  with an appeal
relating  thereto,  in  which a  Director,  officer,  employee  or agent of this
Corporation may become involved, as a party or otherwise,

         (i)  by  reason  of his  being or  having  been a  Director,  officer,
              employee,  or agent of this  Corporation  or such  other
              corporation or arising out of his status as such or

         (ii) by reason of any past or future action taken or not taken by him
              in any such  capacity,  whether or not he continues to be such at
              the time such liability or expense is incurred.
<PAGE>

The terms "liability" and "expense" shall include,  but shall not be limited to,
attorneys' fees and disbursements, amounts of judgments, fines or penalties, and
amounts paid in settlement by or on behalf of a Director,  officer, employee, or
agent,  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 in violation of the law. The termination of any claim,  action, suit
or proceeding, by judgment,  settlement (whether with or without court approval)
or conviction or upon a plea of guilty or of nolo contendere, or its equivalent,
shall not create a presumption that a Director,  officer, employee, or agent did
not meet the standards of conduct set forth in this paragraph.

         Any such Director,  officer,  employee,  or agent who has been wholly
successful with respect to any such claim,  action,  suit or proceeding shall be
entitled  to  indemnification  as a matter of right.  Except as  provided in the
preceding sentence, any indemnification hereunder shall be made only if

         (i)  the Board of Directors acting by a quorum  consisting of Directors
              who are not parties to or who have been wholly successful with
              respect to such claim,  action, suit or proceeding shall find that
              the Director,  officer,  employee, or agent has met the standards
              of conduct set forth in the preceding paragraph; or

         (ii) independent legal counsel shall deliver to the  Corporation  their
              written  opinion that such  Director,  officer, employee, or agent
              has met such standards of conduct.

         If several claims,  issues or matters of action are involved,  any such
person may be entitled to  indemnification  as to some matters even though he is
not entitled as to other matters.

         The  Corporation  may  advance  expenses  to or,  where  appropriate,
may at  its  expense  undertake  the  defense  of any  such  Director,  officer,
employee, or agent upon receipt of an undertaking by or on behalf of such person
to repay such  expenses if it should  ultimately  be  determined  that he is not
entitled to indemnification hereunder.

         The  provisions of this Section  shall be applicable to claims,
actions,  suits or  proceedings  made or commenced  after the  adoption  hereof,
whether  arising  from  acts or  omissions  to act  during,  before or after the
adoption hereof.

         The rights of  indemnification  provided  hereunder  shall be in
addition to any rights to which any person  concerned  may otherwise be entitled
by  contract  or as a matter of law and shall inure to the benefit of the heirs,
executors and administrators of any such person.

         The Corporation  may purchase and maintain  insurance on behalf of any
person who is or was a Director,  officer,  employee or agent of the Corporation
or is or was serving at the request of the  Corporation as a director,  officer,
employee or agent of another  corporation against any liability asserted against
him and  incurred  by him in any  capacity or arising out of his status as such,
whether or not the  Corporation  would have the power to  indemnify  him against
such liability under the provisions of this Section or otherwise.

                                  ARTICLE VIII

                                   Amendments

         Except as expressly provided herein or in the Articles of
Incorporation,  the Board of Directors  may make,  alter,  amend or repeal these
Bylaws by an  affirmative  vote of a majority of the actual  number of Directors
elected and qualified.