BYLAWS OF

                        SYMONS INTERNATIONAL GROUP, INC.

                           (As Restated July 29, 1996)


ARTICLE I                  SHAREHOLDERS
Section 1.                 Annual Meeting
                           An Annual Meeting of the  Shareholders  shall be held
                           at such hour as shall be  designated  by the Board of
                           Directors on the third Thursday of May, or such other
                           date  within  five (5) months  after the close of the
                           fiscal  year  of  the  Corporation  as the  Board  of
                           Directors may select, in each year for the purpose of
                           electing Directors for the terms hereinafter provided
                           and for the transaction of such other business as may
                           properly  come before the  meeting.  If the day fixed
                           for the Annual  Meeting  shall be a legal  holiday in
                           the State of Indiana,  such meeting  shall be held on
                           the next succeeding full business day.

Section 2.                 Special Meetings.
                           Special meetings of the Shareholders may be called by
                           the  Chief  Executive   Officer,   by  the  Board  of
                           Directors, or by Shareholders holding not less than a
                           majority  of all  votes  entitled  to be  cast on any
                           issue to be  considered  at the  special  meeting who
                           sign,  date  and  deliver  to  the  Secretary  of the
                           Corporation  one or  more  written  demands  for  the
                           meeting  describing the purpose or purposes for which
                           it is to be held. Only business within the purpose or
                           purposes  described  in  the  meeting  notice  may be
                           conducted at a special Shareholders' meeting.

Section 3.                 Place Of Meetings.
                           All  meetings  of  Shareholders  shall be held at the
                           principal  office of the Corporation in Indianapolis,
                           Indiana,  or at such other  place,  either  within or
                           without the State of Indiana, as may be designated by
                           the Board of Directors.

Section 4.                 Notice Of Meetings.
                           A written or printed notice,  stating the place,  day
                           and hour of the meeting, and in the case of a special
                           meeting or when required by law or by the Articles of
                           Incorporation   or  these  Bylaws,   the  purpose  or
                           purposes  for which the  meeting is called,  shall be
                           delivered or mailed or sent by facsimile transmission
                           by or at the direction of the Secretary no fewer than
                           ten (10) days nor more than  sixty  (60) days  before
                           the  date  of the  meeting,  to each  shareholder  of
                           record  entitled  to  vote at  such  meeting  at such
                           address  as  appears  upon the stock  records  of the
                           Corporation.


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Section 5.                 Quorum.
                           Unless   otherwise   provided  by  the   Articles  of
                           Incorporation  or these  Bylaws,  at any  meeting  of
                           Shareholders,  the majority of the outstanding shares
                           entitled  to  vote at such  meeting,  represented  in
                           person or by proxy or by any  means of  communication
                           by  which  all  Shareholders   participating  in  the
                           meeting may simultaneously hear each other during the
                           meeting,  shall  constitute a quorum.  If less than a
                           majority of such shares are represented at a meeting,
                           a majority of the shares so  represented  may adjourn
                           the  meeting  from  time to  time.  The  Shareholders
                           present at a duly  organized  meeting may continue to
                           transact business until adjournment,  notwithstanding
                           the withdrawal of enough  Shareholders  to leave less
                           than a quorum.

Section 6.                 Adjourned Meetings.
                           At any  adjourned  meeting at which a quorum shall be
                           represented,  any business may be transacted as might
                           have been  transacted  at the  meeting as  originally
                           notified.  If  a  new  record  date  is  or  must  be
                           established  pursuant to law, notice of the adjourned
                           meeting must be given to persons who are Shareholders
                           as of the new record date.

Section 7.                 Proxies.
                           At all meetings of  Shareholders,  a Shareholder  may
                           vote either in person or by proxy executed in writing
                           by the Shareholder or a duly  authorized  attorney in
                           fact.  No  proxy  shall be valid  after  eleven  (11)
                           months  from  the  date  of  its  execution,   unless
                           otherwise provided in the proxy.

Section 8.                 Voting Of Shares.
                           Except as otherwise  provided by law, by the Articles
                           of   Incorporation   or  by   these   Bylaws,   every
                           Shareholder   shall   have   the   right   at   every
                           Shareholders'  meeting  to one vote  for  each  share
                           standing in his name on the books of the  Corporation
                           on the date  established by the Board of Directors as
                           the record  date for  determination  of  Shareholders
                           entitled to vote at such meeting.

Section 9.                 Order Of Business.
                           The order of business at each  Shareholders'  meeting
                           shall be established  by the person  presiding at the
                           meeting.

Section 10.                Notice Of Shareholder Business.
                           At  any  meeting  of  the  Shareholders,   only  such
                           business may be conducted as shall have been properly
                           brought  before the  meeting,  and as shall have been
                           determined   to  be  lawful   and   appropriate   for
                           consideration  by Shareholders at the meeting.  To be
                           properly brought before a meeting, business must be:

                                                      -2-

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                           (a)      specified in the notice of meeting  given in
                                    accordance with Section 4 of this Article I;

                           (b)      otherwise   properly   brought   before  the
                                    meeting by or at the  direction of the Board
                                    of Directors or the Chief Executive Officer;
                                    or

                           (c)      otherwise   properly   brought   before  the
                                    meeting by a shareholder.

                           For business to be properly  brought before a meeting
                           by a  Shareholder  pursuant to clause (c) above,  the
                           Shareholder  must have given timely notice thereof in
                           writing to the  Secretary of the  Corporation.  To be
                           timely,  a Shareholder's  notice must be delivered to
                           or mailed and received at the principal office of the
                           Corporation  not less than  fifty  (50) days nor more
                           than ninety (90) days prior to the meeting; provided,
                           however,  that in the event that less than sixty (60)
                           days'  notice of the date of the  meeting is given to
                           shareholders,  notice by the Shareholder to be timely
                           must be so  received  not  later  than  the  close of
                           business on the tenth (10th) day following the day on
                           which  such  notice  of the date of the  meeting  was
                           given. A Shareholder's  notice to the Secretary shall
                           set forth as to each matter the Shareholder  proposes
                           to bring before the meeting:

                           (a)      a brief  description of the business desired
                                    to be brought before the meeting;

                           (b)      the name and address,  as they appear on the
                                    Corporation's    stock   records,   of   the
                                    Shareholder proposing such business;

                           (c)      the  class  and  number  of  shares  of  the
                                    Corporation which are beneficially  owned by
                                    the Shareholders; and

                           (d)      any  interest  of the  Shareholder  in  such
                                    business.

                           Notwithstanding  anything  in  these  Bylaws  to  the
                           contrary, no business shall be conducted at a meeting
                           except in accordance with the procedures set forth in
                           this Section 10. The person  presiding at the meeting
                           shall, if the facts warrant, determine and declare to
                           the meeting that business was not brought  before the
                           meeting  in  accordance  with  the  Bylaws,  or  that
                           business   was  not   lawful   or   appropriate   for
                           consideration by Shareholders at the meeting,  and if
                           he should so  determine,  he shall so  declare to the
                           meeting   and  any  such   business   shall   not  be
                           transacted.

                                                      -3-

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Section II.                Notice Of Shareholder Nominees.
                           Nominations  of persons for  election to the Board of
                           Directors  of  the  Corporation  may be  made  at any
                           meeting of Shareholders by or at the direction of the
                           Board  of  Directors  or by  any  Shareholder  of the
                           Corporation  entitled  to vote  for the  election  of
                           Directors  at the  meeting.  Shareholder  nominations
                           shall be made  pursuant  to  timely  notice  given in
                           writing  to  the  Secretary  of  the  Corporation  in
                           accordance  with  Section 10 of this  Article I. Such
                           Shareholder's  notice shall set forth, in addition to
                           the  information  required  by Section 10, as to each
                           person whom the Shareholder  proposes to nominate for
                           election or re-election as a Director:

                           (a)      the  name,   age,   business   address   and
                                    residence address of such person;

                           (b)      the  principle  occupation  or employment of
                                    such person;

                           (c)      the  class  and  number  of  shares  of  the
                                    Corporation which are beneficially  owned by
                                    such person;

                           (d)      any  other  information   relating  to  such
                                    person that is required to be  disclosed  in
                                    solicitation  of  proxies  for  election  of
                                    Directors, or is otherwise required, in each
                                    case  pursuant to  Regulation  14A under the
                                    Securities  Exchange Act of 1934, as amended
                                    (including,    without   limitation,    such
                                    person's  written  consent  to being name in
                                    the  Proxy  Statement  as a  nominee  and to
                                    serving as a Director if elected); and

                           (e)      the  qualifications  of the nominee to serve
                                    as a Director of the Corporation.

                           No Shareholder  nomination  shall be effective unless
                           made in accordance  with the  procedures set forth in
                           this Section 11. The person  presiding at the meeting
                           shall, if the facts warrant, determine and declare to
                           the meeting  that a  Shareholder  nomination  was not
                           made in  accordance  with the Bylaws and if he should
                           so determine,  he shall so declare to the meeting and
                           the defective nomination shall be disregarded.

Section 12.                Control Share Acquisition.
                           As used in  this  Section  12,  the  terms,  "control
                           shares" and "control  share  acquisition"  shall have
                           the  same  meanings  as set  forth  in  Indiana  Code
                           Section  23-1-42-1,  et. seq.  (the  "Act").  Control
                           shares of the Corporation acquired in a control share
                           acquisition shall have only such voting rights as are
                           conferred   by  the  Act.   Control   shares  of  the
                           Corporation  acquired in a control share  acquisition
                           with  respect to which the  acquiring  person has not
                           filed with the Corporation the statement  required by
                           the Act may, at any time

                                                      -4-

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                           during  the period  ending  sixty (60) days after the
                           last  acquisition  of control shares by the acquiring
                           person,  be redeemed by the  Corporation  at the fair
                           value thereof pursuant to procedures  authorized by a
                           resolution of the Board of Directors.  Such authority
                           may be general or confined to specific instances.


ARTICLE II                 BOARD OF DIRECTORS
Section 1.                 General Powers, Number Classes And Tenure.
                           The business of the Corporation shall be managed by a
                           Board of  Directors.  The number of  Directors  which
                           shall  constitute the whole Board of Directors of the
                           Corporation   shall  be  seven  (7).  The  number  of
                           Directors may be increased or decreased  from time to
                           time by  amendment of these  Bylaws,  but no decrease
                           shall have the effect of  shortening  the term of any
                           incumbent  Director.  The Directors  shall be divided
                           into three classes,  each class to consist, as nearly
                           as may be, of  one-third  of the number of  Directors
                           then constituting the whole Board of Directors,  with
                           one class to be elected  annually by Shareholders for
                           a term of three (3) years, to hold office until their
                           respective  successors  are  elected  and  qualified;
                           except that:

                           (a)      the terms of office of  Directors  initially
                                    elected  shall be staggered so that the term
                                    of office of one class shall  expire in each
                                    year;

                           (b)      the  term of  office  of a  Director  who is
                                    elected   by   either   the   Directors   or
                                    Shareholders  to fill a vacancy in the Board
                                    of Directors  shall expire at the end of the
                                    term of office of the  succeeded  Director's
                                    class or at the end of the term of office of
                                    such other class as  determined by the Board
                                    of Directors to be necessary or desirable in
                                    order to  equalize  the number of  Directors
                                    among the classes; and

                           (c)      the  Board of  Directors  may adopt a policy
                                    limiting  the  time  beyond  which   certain
                                    Directors are not to continue to serve,  the
                                    effect of which may be to produce classes of
                                    unequal size or to cause  certain  directors
                                    either to be  nominated  for  election for a
                                    term of less  than  three  (3)  years  or to
                                    cease to be a Director before  expiration of
                                    the term of the Director's class.

                           In case of any  increase in the number of  Directors,
                           the additional  Directors shall be distributed  among
                           the  several  classes to make the size of the classes
                           as equal as possible.

                                                      -5-

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Section 2.                 Regular Meetings.
                           A regular  meeting of the Board of Directors shall be
                           held without other notice than this Bylaw immediately
                           after, and at the same place as the Annual Meeting of
                           Shareholders.  The Board of Directors may provide, by
                           resolution,  the time and  place,  either  within  or
                           without  the State of  Indiana,  for the  holding  of
                           additional regular meetings without other notice than
                           such Resolution.

Section 3.                 Special Meetings.
                           Special  meetings  of the Board of  Directors  may be
                           called by the Chief Executive Officer.  The Secretary
                           shall call special meetings of the Board of Directors
                           when  requested  in writing to do so by a majority of
                           the members thereof. Special meetings of the Board of
                           Directors  may be held within or without the State of
                           Indiana.

Section 4.                 Notice Of Meetings.
                           Except as otherwise provided in these Bylaws,  notice
                           of any  meeting  of the Board of  Directors  shall be
                           given  not less  than two (2)  days  before  the date
                           fixed  for  such   meeting   by  oral,   telegraphic,
                           telephonic,   electronic  or  written   communication
                           stating  the time and  place  thereof  and  delivered
                           personally  to each member of the Board of  Directors
                           or  telegraphed  or  mailed  to him  at his  business
                           address   as  it   appears   on  the   books  of  the
                           Corporation; provided, that in lieu of such notice, a
                           director may sign a written  waiver of notice  either
                           before  the time of the  meeting,  at the time of the
                           meeting or after the time of the meeting.

Section 5.                 Quorum.
                           A  majority   of  the  whole   Board  of   Directors,
                           represented   in   person   or  by   any   means   of
                           communication  by which all  Directors  participating
                           may   simultaneously   hear  each  other,   shall  be
                           necessary to constitute a quorum for the  transaction
                           of any business except the filling of vacancies,  but
                           if less than such majority is present at a meeting, a
                           majority  of the  Directors  present  may adjourn the
                           meeting from time to time without further notice.

Section 6.                 Manner Of Acting.
                           The act of a majority of the Directors present at any
                           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 law or by the Articles
                           of  Incorporation  or these Bylaws.  Unless otherwise
                           provided by the Articles of Incorporation, any action
                           required or  permitted  to be taken at any meeting of
                           the  Board  of  Directors  may  be  taken  without  a
                           meeting,  if such action is  evidenced by one or more
                           written consents, describing the action taken, signed
                           by all  members  of the Board of  Directors  and such
                           written consent is filed with the minutes

                                                      -6-

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                           of  proceedings  of the  Board of  Directors.  Action
                           taken by means of a written consent is effective when
                           the last  member  of the Board of  Directors  signs a
                           written consent, unless the written consent specifies
                           a  different  prior  or  subsequent   date.   Written
                           consents  may  be  signed  in  counterparts.   Unless
                           otherwise  provided by the Articles of Incorporation,
                           any or all  members  of the  Board of  Directors  may
                           participate in a meeting of the Board of Directors by
                           means   of  a   conference   telephone   or   similar
                           communications   equipment   by  which  all   persons
                           participating  in the  meeting can  communicate  with
                           each  other,   and   participation   in  this  manner
                           constitutes presence in person at the meeting.

Section 7.                 Vacancies.
                           Except  as  otherwise  provided  in the  Articles  of
                           Incorporation,  any vacancy occurring in the Board of
                           Directors  may be  filled by a  majority  vote of the
                           remaining Directors, though less than a quorum of the
                           Board of  Directors,  or,  at the  discretion  of the
                           Board of  Directors,  any  vacancy may be filled by a
                           vote of the Shareholders.

Section 8.                 Notice To Shareholders.
                           Shareholders shall be notified of any increase in the
                           number of Directors and the name, address,  principal
                           occupation and other pertinent  information about any
                           Director  elected by the Board of  Directors  to fill
                           any  vacancy.  Such  notice  shall be given  the next
                           mailing  sent  to  Shareholders  following  any  such
                           increase or election, or both, as the case may be.


ARTICLE III                OFFICERS
Section 1.                 Elected Officers.
                           The elected  Officers of the  Corporation  shall be a
                           Chief Executive Officer, President, a Secretary and a
                           Treasurer  and may also  include  a  Chairman  of the
                           Board, a Vice Chairman,  one or more Vice  Presidents
                           as the  Board of  Directors  may  determine  and such
                           other   Officers  as  the  Board  of  Directors   may
                           determine.  The  Chairman  of the  Board and the Vice
                           Chairman,  if any,  shall be  chosen  from  among the
                           Directors. Any two or more offices may be held by the
                           same person.

Section 2.                 Appointed Officers.
                           The appointed  Officers of the Corporation shall be a
                           Controller and one or more Assistant Vice Presidents,
                           Assistant   Treasurers,   Assistant  Secretaries  and
                           Assistant Controllers.

                                                      -7-

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Section 3.                 Election Or Appointment And Term Of Office.
                           The  elected  Officers  of the  Corporation  shall be
                           elected  annually  by the Board of  Directors  at the
                           first  meeting of the Board of  Directors  held after
                           each  Annual   Meeting  of  the   Shareholders.   The
                           appointed   Officers  of  the  Corporation  shall  be
                           appointed  annually  by the Chief  Executive  Officer
                           immediately  following the first meeting of the Board
                           of  Directors  held after each Annual  Meeting of the
                           Shareholders.  Additional  elected  Officers  may  be
                           elected  at any  regular  or  special  meeting of the
                           Board of Directors to serve until the regular meeting
                           of the Board  held after the next  Annual  Meeting of
                           Shareholders and additional appointed Officers may be
                           appointed by the Chief Executive  Officer at any time
                           to  serve  until  the  next  annual   appointment  of
                           Officers.  Each  officer  shall hold office until his
                           successor  shall have been duly  elected or appointed
                           and shall have been  qualified  or until his death or
                           until he shall  resigned or retire or shall have been
                           removed.

Section 4.                 Removal.
                           Any Officer may be removed by the Board of  Directors
                           and any appointed Officer may be removed by the Chief
                           Executive  Officer,  whenever in their judgment,  the
                           best  interests  of the  Corporation  will be  served
                           thereby,  but such removal shall be without prejudice
                           to the  contract  rights,  if any,  of the  person so
                           removed.

Section 5.                 Vacancies.
                           A vacancy in the office of Chief  Executive  Officer,
                           President,  Secretary or Treasurer  because of death,
                           resignation,  retirement, removal or otherwise, shall
                           be filled by the Board of Directors, and a vacancy in
                           any other  elected  office may be filled by the Board
                           of Directors.

Section 6.                 Chief Executive Officer.
                           The Chief Executive  Officer of the Corporation shall
                           be,  subject  to the Board of  Directors,  in general
                           charge of the affairs of the  Corporation.  The Chief
                           Executive  Officer  shall also have the  authority to
                           contract loans and issue evidences of indebtedness on
                           behalf of the Corporation on a per transaction  basis
                           in a  principal  amount not in excess of One  Million
                           ($1,000,000)  Dollars. In the absence of the Chairman
                           of the Board, or if such office be vacant,  the Chief
                           Executive  Officer  shall  have all the powers of the
                           Chairman  of the  Board  and  shall  perform  all his
                           duties.

Section 7.                 Chairman Of The Board.
                           The  Chairman  of  the  Board  shall  preside  at all
                           meetings  of the  Shareholders  and of the  Board  of
                           Directors  at which he may be present  and shall have
                           such other powers and duties as may be  determined by
                           the Board of Directors.

                                                      -8-

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Section 8.                 Vice Chairman.
                           The Vice Chairman, if any, shall have such powers and
                           duties as may be determined by the Board of Directors
                           or the Chief Executive Officer.

Section 9.                 President.
                           The  President  shall have such  powers and duties as
                           may be  determined  by the Board of  Directors or the
                           Chief Executive Officer.

Section 10.                Vice Presidents.
                           A Vice President  shall perform such duties as may be
                           assigned by the Chief Executive  Officer or the Board
                           of Directors.  In the absence of the President and in
                           accordance  with  such  order of  priority  as may be
                           established by the Board of Directors, he may perform
                           the  duties  of the  President,  and when so  acting,
                           shall  have all the  powers of, and be subject to all
                           the restrictions upon, the President.

Section 11.                Assistant Vice Presidents.
                           An Assistant Vice President shall perform such duties
                           as may be assigned by the Chief Executive  Officer or
                           the Board of Directors.

Section 12.                Secretary.
                           The  Secretary  shall  (a)  keep the  minutes  of the
                           shareholders' and Board of Directors' meetings in one
                           or more books provided for that purpose, (b) see that
                           all  notices  are duly given in  accordance  with the
                           provisions of these Bylaws or as required by law, (c)
                           be  custodian  of the  corporate  records  and of the
                           seal, if any, of the corporation,  and (d) in general
                           perform   all  duties   incident  to  the  Office  of
                           Secretary and such other duties as may be assigned by
                           the  Chief   Executive   Officer   or  the  Board  of
                           Directors.

Section 13.                Assistant Secretaries.
                           In  the  absence  of  the  Secretary,   an  Assistant
                           Secretary shall have the power to perforrn his duties
                           including    the    certification,    execution   and
                           attestation   of  corporate   records  and  corporate
                           instruments. Assistant Secretaries shall perform such
                           other  duties as may be assigned to them by the Chief
                           Executive Officer or the Board of Directors.

Section 14.                Treasurer.
                           The  Treasurer  shall (a) have  charge and custody of
                           all  funds and  securities  of the  corporation,  (b)
                           receive  and give  receipts  for the  monies  due and
                           payable   to  the   corporation   from   any   source
                           whatsoever,  (c)  deposit all such monies in the name
                           of  the  corporation  in  such  depositories  as  are
                           selected by the Board of Directors or Chief Executive
                           Officer,  and  (d)  in  general  perform  all  duties
                           incident  to the Office of  Treasurer  and such other
                           duties as may be

                                                      -9-

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                           assigned by the Chief Executive  Officer or the Board
                           of Directors.  If required by the Board of Directors,
                           the  Treasurer  shall  give a bond  for the  faithful
                           discharge  of his  duties  in such form and with such
                           surety or  sureties as the Board of  Directors  shall
                           determine.

Section 15.                Assistant Treasurers.
                           In  the  absence  of  the  Treasurer,   an  Assistant
                           Treasurer shall have the power to perform his duties.
                           Assistant  treasurers shall perform such other duties
                           as may be  assigned  to them by the  Chief  Executive
                           Officer or the Board of Directors.

Section 16.                Controller.
                           The  Controller  shall  perform such duties as may be
                           assigned by the Chief Executive  Officer or the Board
                           of Directors.

Section 17.                Assistant Controller.
                           In  the  absence  of  the  Controller,  an  Assistant
                           Controller  shall  have  the  power  to  perform  his
                           duties.  Assistant  Controllers  shall  perform  such
                           other  duties as may be assigned to them by the Chief
                           Executive Officer or the Board of Directors.


ARTICLE IV                 COMMITTEES
Section 1.                 Board Committees.
                           The Board of Directors may, by resolution  adopted by
                           a majority of the whole Board of Directors, from time
                           to time  designate from among its members one or more
                           Committees  each of which,  to the extent provided in
                           such  resolution and except as otherwise  provided by
                           law, shall have and exercise all the authority of the
                           Board of Directors.  Each such Committee  shall serve
                           at  the  pleasure  of the  Board  of  Directors.  The
                           designation  of any such Committee and the delegation
                           thereto of authority shall not operate to relieve the
                           Board of  Directors,  or any member  thereof,  of any
                           responsibility  imposed by law,  Each such  Committee
                           shall  keep a record  of its  proceedings  and  shall
                           adopt its own rules of procedure.  It shall make such
                           reports to the Board of  Directors  of its actions as
                           may be required by the Board.

Section 2.                 Advisory Committees.
                           The Board of Directors may, by resolution  adopted by
                           a majority of the whole Board of Directors, from time
                           to time designate one or more Advisory Committees,  a
                           majority  of whose  members  shall be  Directors.  An
                           Advisory Committee shall serve at the pleasure of the
                           Board of Directors,  keep a record of its  proceeding
                           and adopt its own rules of  procedure.  It shall make
                           such reports to the Board of Directors of its actions
                           as may be required by the Board.

                                                      -10-

<PAGE>



Section 3.                 Manner Of Acting.
                           Unless   otherwise   provided  by  the   Articles  of
                           Incorporation, any action required or permitted to be
                           taken at any meeting of a Committee established under
                           this  Article  IV may be taken  without a meeting  if
                           such  action  is  evidenced  by one or  more  written
                           consents,  describing the action taken, signed by all
                           members of the Committee, and such written consent is
                           filed  with  the  minutes  of   proceedings   of  the
                           Committee. Action taken by means of a written consent
                           is  effective  when the last member of the  Committee
                           signs a written  consent,  unless the written consent
                           specifies  a  different  prior  or  subsequent  date.
                           Written  consents  may  be  signed  in  counterparts.
                           Unless   otherwise   provided  by  the   Articles  of
                           Incorporation,  any or all members of such  Committee
                           may  participate  in a meeting  of the  Committee  by
                           means   of  a   conference   telephone   or   similar
                           communications   equipment   by  which  all   persons
                           participating  in the  meeting can  communicate  with
                           each  other,   and   participation   in  this  manner
                           constitutes presence in person at the meeting.


ARTICLE V.                 CORPORATE INSTRUMENTS AND LOANS.
Section 1.                 Corporate Instruments.
                           The Board of Directors  may  authorize any Officer or
                           Officers to execute and deliver any instrument in the
                           name of or on  behalf  of the  corporation,  and such
                           authority  may be general  or  confined  to  specific
                           instances.

Section 2.                 Loans.
                           No loans the  principal  amount of which is in excess
                           of  One  Million   Dollars   ($1,000,000)   shall  be
                           contracted  on  behalf  of  the  corporation  and  no
                           evidences of  indebtedness  the  principal  amount of
                           which   is  in   excess   of  One   Million   Dollars
                           ($1,000,000)  shall  be  issued  in its  name  unless
                           authorized by a resolution of the Board of Directors.
                           Such authority may be general or confined to specific
                           instances.


ARTICLE VI                 STOCK CERTIFICATES, TRANSFER OF SHARES, STOCK
                           RECORDS
Section 1.                 Certificates For Shares.
                           Each  shareholder  shall be  entitled a  certificate,
                           signed by the Chief Executive Officer, President or a
                           Vice  President  and the  Secretary or any  Assistant
                           Secretary of the  corporation,  certifying the number
                           of shares  owned by him in the  corporation.  If such
                           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 such certificate is
                           countersigned by the written signature of a registrar
                           other  than  the  corporation  or its  employee,  the
                           signatures of the transfer agent and the

                                                      -11-

<PAGE>



                           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.  Certificates  representing  shares of the
                           corporation shall be in such form consistent with the
                           laws of the State of Indiana  as shall be  determined
                           by the  Board  of  Directors.  All  certificates  for
                           shares shall be  consecutively  numbered or otherwise
                           identified.  The name and  address  of the  person to
                           whom the shares represented  thereby are issued, with
                           the  number  of shares  and date of  issue,  shall be
                           entered  on  the  stock   transfer   records  of  the
                           corporation.

Section 2.                 Transfer Of Shares.
                           Transfer of shares of the  corporation  shall be made
                           on the stock transfer  records of the  corporation by
                           the  holder  of  record   thereof  or  by  his  legal
                           representative  who shall furnish proper  evidence of
                           authority to transfer,  or by his attorney  thereunto
                           authorized  by power of attorney  duly  executed  and
                           filed with the corporation,  and, except as otherwise
                           provided   in  these   Bylaws,   on   surrender   for
                           cancellation of the certificates for such shares.

Section 3.                 Lost, Destroyed Or Wrongfully Taken Certificates.
                           Any person  claiming a  certificate  of stock to have
                           been lost,  destroyed or  wrongfully  taken,  and who
                           requests the issuance of a new certificate before the
                           corporation has notice that the  certificate  alleged
                           to have been lost,  destroyed or wrongfully taken has
                           been acquired by a bona fide purchaser, shall make an
                           affidavit of that fact and shall give the corporation
                           and its  transfer  agents  and  registrars  a bond of
                           indemnity with unlimited liability,  in form and with
                           one or more corporate  sureties  satisfactory  to the
                           Chief   Executive   Officer  or   Treasurer   of  the
                           corporation  (except that the Chief Executive Officer
                           or Treasurer may  authorize the  acceptance of a bond
                           of different  amount,  or a bond with personal surety
                           thereon,,  or a  personal  agreement  of  indemnity),
                           whereupon in the  discretion  of the Chief  Executive
                           Officer  or the  Treasurer  and  except as  otherwise
                           provided  by law a new  certificate  may be issued of
                           the same  tenor and for the same  number of shares as
                           the one  alleged  to have  been  lost,  destroyed  or
                           wrongfully  taken.  In  lieu  of a  separate  bond of
                           indemnity in each case, the Chief  Executive  Officer
                           of  the  corporation  may  accept  an  assumption  of
                           liability under a blanket bond issued in favor of the
                           corporation and its transfer agents and registrars by
                           one or more corporate sureties satisfactory to him.

                                                      -12-

<PAGE>



Section 4.                 Transfer Agent And Registrars.
                           The Board of  Directors by  resolution  may appoint a
                           transfer agent or agents or a registrar or registrars
                           of transfer,  or both.  All such  appointments  shall
                           confer such powers,  rights,  duties and  obligations
                           consistent  with the laws of the State of  Indiana as
                           the Board of Directors shall determine.  The Board of
                           Directors   may   appoint   the   Treasurer   of  the
                           corporation  and one or more Assistant  Treasurers to
                           serve as  transfer  agent or  agents.  Any  signature
                           required  of a  transfer  agent or  registrar  may be
                           accomplished manually or by facsimile.

Section 5.                 Record Date.
                           For the purposes of determining Shareholders entitled
                           to  vote  at  any  meeting  of  Shareholders  or  any
                           adjournment  thereof,  or  Shareholders  entitled  to
                           receive payment of any dividend,  or in order to make
                           a determination  of Shareholders for any other proper
                           purpose,  the Board of Directors shall fix in advance
                           a date as a record date for any such determination of
                           Shareholders,  such  date in any  case to be not more
                           than  seventy  days (70) before the meeting or action
                           requiring a determination of Shareholders.


ARTICLE VII                LIABILITY.
Section 1.                 No person or his  personal  representatives  shall be
                           liable  to the  corporation  for any  loss or  damage
                           suffered  by it on  account  of any  action  taken or
                           omitted  to be taken by such  person in good faith as
                           an  Officer  or  employee  of the  corporation,  or a
                           director,  officer,  partner.  trustee,  employee, or
                           agent of  another  foreign or  domestic  corporation,
                           partnership,  joint venture,  trust, employee benefit
                           plan, or other enterprise, whether for profit or not,
                           which he  serves  or  served  at the  request  of the
                           corporation,  if such person (a)  exercised  and used
                           the same  degree of care and  skill as a prudent  man
                           would   have    exercised   and   used   under   like
                           circumstances,  charged with a like duty, or (b) took
                           or  omitted  to take  such  action in  reliance  upon
                           advice  of  counsel  for  the   corporation  or  such
                           enterprise  or upon  statements  made or  information
                           furnished  by persons  employed  or  retained  by the
                           corporation  or such  enterprise  upon  which  he had
                           reasonable  grounds to rely. The foregoing  shall not
                           be  exclusive  of other  rights and defenses to which
                           such person or his  personal  representatives  may be
                           entitled under law.


ARTICLE VIII               INDEMNIFICATION
Section 1.                 Actions By A Third Party.
                           The corporation shall, to the fullest extent to which
                           it is  empowered  to do so by  the  Indiana  Business
                           Corporation  Law, or any other  applicable  laws,  as
                           from time to time in effect, indemnify any person who
                           is or was a party, or

                                                      -13-

<PAGE>



                           is threatened  to be made a defendant or  respondent,
                           to a proceeding, including any threatened, pending or
                           completed action, suit or proceeding,  whether civil,
                           criminal, administrative or investigative (other than
                           actions by or in the right of the  corporation),  and
                           whether formal or informal, who is or was a Director,
                           Officer,  employee,  or agent of the  corporation  or
                           who, while a Director, Officer, employee, or agent of
                           the   corporation,   is  or   was   serving   at  the
                           corporation's   request  as  a   Director,   Officer,
                           partner,  trustee,  employee,  or  agent  of  another
                           foreign or domestic corporation,  partnership,  joint
                           venture,  trust,  employee  benefit  plan,  or  other
                           enterprise, whether for profit or not, against:

                           (a)      any    reasonable     expenses    (including
                                    attorneys'  fees) incurred with respect to a
                                    proceeding,   if  such   person   is  wholly
                                    successful on the merits or otherwise in the
                                    defense of such proceeding, or

                           (b)      judgments,  settlements,   penalties,  fines
                                    (including   excise  taxes   assessed   with
                                    respect  to  employee   benefit  plans)  and
                                    reasonable  expenses  (including  attorneys'
                                    fees)  incurred with respect to a proceeding
                                    where such  person is not wholly  successful
                                    on the merits or otherwise in the defense of
                                    the proceeding if:

                                    (i)      the  individual's  conduct  was  in
                                             good faith; and

                                    (ii)    the individual reasonably believed:

                                            (A)  in the case of  conduct  in
                                                 the  individual's  official
                                                 capacity   as  a  Director,
                                                 Officer,  employee or agent
                                                 of  the  corporation,  that
                                                 the  individual's   conduct
                                                 was  in  the  corporation's
                                                 best interests; and

                                            (B)  in  all other cases, that the
                                                 individual's conduct was at
                                                 least not opposed to the
                                                 corporation's best interests;
                                                 and

                                    (iii)   in the case of any criminal
                                            proceeding, the individual either:

                                            (A)  had reasonable cause to believe
                                                 the individual's conduct was
                                                 lawful; or

                                            (B)  had no reasonable  cause to
                                                 believe  the   individual's
                                                 conduct was unlawful.

                                                      -14-

<PAGE>



                           The termination of a proceeding by a judgment, order,
                           settlement,  conviction,  or  upon  a  plea  of  nolo
                           contendere  or its  equivalent  is  not,  of  itself,
                           determinative that the Director, Officer, or employee
                           did not meet the  standard  of conduct  described  in
                           this Section.

Section 2.                 Actions By Or In The Right Of The Corporation.
                           The corporation shall, to the fullest extent to which
                           it is  empowered  to do so by  the  Indiana  Business
                           Corporation  Law, or any other  applicable  laws,  as
                           from time to time in effect, indemnify any person who
                           is or was a  party,  or is  threatened  to be  made a
                           defendant or respondent,  to a proceeding,  including
                           any threatened,  pending or completed action, suit or
                           proceeding,  by or in the right of the corporation to
                           procure a  judgment  in its  favor,  by reason of the
                           fact that such person 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,  partner,  trustee,  employee, or
                           agent of  another  foreign or  domestic  corporation,
                           partnership,  joint venture,  trust, employee benefit
                           plan, or other enterprise, whether for profit or not,
                           against any reasonable expenses (including attorneys'
                           fees):

                           (a)      if such person is wholly  successful  on the
                                    merits or  otherwise  in the defense of such
                                    proceeding, or

                           (b)      if not wholly successful:

                                    (i)      the  individual's  conduct  was  in
                                             good faith; and

                                    (ii)    the individual reasonably believed:

                                            (A)      in the case of  conduct  in
                                                     the  individual's  official
                                                     capacity   as  a  Director,
                                                     Officer, or employee of the
                                                     corporation,    that    the
                                                     individual's conduct was in
                                                     the   corporation's    best
                                                     interests; and

                                            (B)      in all  other  cases,  that
                                                     the  individual's   conduct
                                                     was at least not opposed to
                                                     the   corporation's    best
                                                     interests.

Section 3.                 Methods Of Determining Whether Standards For
                           Indemnification Have Been Met.
                           Any  indemnification  under  Sections  1 or 2 of this
                           Article  VIII  (unless  ordered by a court)  shall be
                           made by the  corporation  only as  authorized  in the
                           specific    case    upon   a    determination    that
                           indemnification of the Director, Officer, employee or
                           agent is proper in the  circumstances  because he has
                           met the applicable  standards of conduct set forth in
                           Section 1 or 2. In the case of

                                                      -15-

<PAGE>



                           Directors of the corporation such determination shall
                           be made by any one of the following procedures:

                           (a)      by the Board of Directors by a majority vote
                                    of a quorum consisting,  of Directors not at
                                    the time parties to the proceeding;

                           (b)      if a quorum cannot be obtained under (a), by
                                    majority vote of a Committee duly designated
                                    by  the   Board  of   Directors   (in  which
                                    designation  Directors  who are  parties may
                                    participate),  consisting  solely  of two or
                                    more  Directors  not at the time  parties to
                                    the proceeding; or

                           (c)      by special legal counsel:

                                    (i)      selected by the Board of  Directors
                                             or  a  Committee   thereof  in  the
                                             manner proscribed in (a) or (b); or

                                    (ii)    if  a   quorum   of  the   Board  of
                                            Directors  cannot be obtained  under
                                            (a)  and  a   Vommittee   cannot  be
                                            designated under (b),  selected by a
                                            majority  vote of the full  Board of
                                            Directors   (in   which    selection
                                            directors   who  are   parties   may
                                            participate).

                           In the case of persons who are not  Directors  of the
                           corporation,  such determination shall be made (a) by
                           the Chief Executive Officer of the corporation or (b)
                           if the Chief  Executive  Officer so directs or in his
                           absence,  in the manner such  determination  would be
                           made  if  the   person   were  a   Director   of  the
                           corporation.

Section 4.                 Good Faith Defined.
                           For purposes of any determination  under Section 1 or
                           2, a person  shall be  deemed  to have  acted in good
                           faith  and  to  have  otherwise  met  the  applicable
                           standard of conduct set forth in such  Section if his
                           action is based on information, opinions, reports, or
                           statements,  including financial statements and other
                           financial  data,  if prepared or presented by (1) one
                           or more Officers or employees of the  corporation  or
                           another enterprise whom he reasonably  believes to be
                           reliable and competent in the matters presented;  (2)
                           legal  counsel,  public  accountants,  appraisers  or
                           other  persons as to matters he  reasonably  believes
                           are  within  the  person's   professional  or  expert
                           competence;  or  (3) a  Committee  of  the  Board  of
                           Directors of the corporation or another enterprise of
                           which the  person  is not a member  if he  reasonably
                           believes the Committee  merits  confidence.  The term
                           "another  enterprise" as used in this Section 4 shall
                           mean any other corporation or any partnership,  joint
                           venture,   trust,  employee  benefit  plan  or  other
                           enterprise of which such

                                                      -16-

<PAGE>



                           person  is or  was  serving  at  the  request  of the
                           corporation as a Director, Officer, partner, trustee,
                           employee or agent.  The  provisions of this Section 4
                           shall not be deemed  to be  exclusive  or to limit in
                           any way the  circumstances  in which a person  may be
                           deemed  to  have  met  the  applicable  standards  of
                           conduct set forth in Section 1 or 2.

Section 5.                 Advancement Of Defense Expenses.
                           The  corporation  shall  pay  for  or  reimburse  the
                           reasonable expenses incurred by a Director,  Officer,
                           employee  or  agent  who is a party  to a  proceeding
                           described  in Section 1 or 2 of this  Article VIII in
                           advance of the final  disposition of said  proceeding
                           if:

                           (a)      the  Director,  Officer,  employee  or agent
                                    furnishes   the    corporation   a   written
                                    affirmation of his good faith belief that he
                                    has met the standard of conduct described in
                                    Section 1 or 2; and

                           (b)      the  Director,  Officer,  employee  or agent
                                    furnishes   the    corporation   a   written
                                    undertaking,  executed  personally or on his
                                    behalf,  to  repay  the  advance  if  it  is
                                    ultimately  determined  that  the  Director,
                                    Officer,  employee or agent did not meet the
                                    standard of conduct; and

                           (c)      a determination  is made that the facts then
                                    known  to  those  making  the  determination
                                    would  not  preclude  indemnification  under
                                    Section 1 or 2.

                           The undertaking required by this Section 5 must be an
                           unlimited   general   obligation   of  the  Director,
                           Officer,  employee  or agent but need not be  secured
                           and  may  be  accepted  by  the  corporation  without
                           reference to the financial  ability of such person to
                           make repayment.

Section 6.                 Non-Exclusiveness Of Indemnification.
                           The   indemnification  and  advancement  of  expenses
                           provided  for or  authorized  by this Article VIII do
                           not exclude any other  rights to  indemnification  or
                           advancement of expenses that a person may have under:

                           (a)      the corporation's  Articles of Incorporation
                                    or Bylaws;

                           (b)      any  resolution of the Board of Directors or
                                    the Shareholders of the corporation;

                           (c)      any  other  authorization   adopted  by  the
                                    Shareholders;

                                                      -17-

<PAGE>



                           (d)      any Director and Officer  insurance  policy,
                                    or any other type of insurance policy; or

                           (e)      otherwise  as  provided  by law,  both as to
                                    such  person's  actions in his capacity as a
                                    Director,  Officer, employee or agent of the
                                    corporation  and as to  actions  in  another
                                    capacity while holding such office.

                           Such  indemnification  shall  continue as to a person
                           who  has  ceased  to  be  a  Director,   Officer,  or
                           employee, and shall inure to the benefit of the heirs
                           and personal representatives of such person.

Section 7.                 Vested Right To Indemnification.
                           The right of any individual to indemnification  under
                           this   Article   VIII  shall  vest  at  the  time  of
                           occurrence  or  performance  of  any  event,  act  or
                           omission   giving  rise  to  any   action,   suit  or
                           proceeding of the nature  referred to in Section I or
                           2 and, once vested,  shall not later be impaired as a
                           result of any amendment,  repeal, alteration or other
                           modification  of  any or  all  of  these  provisions.
                           Notwithstanding  the foregoing,  the  indemnification
                           afforded  under this Article VIII shall be applicable
                           to  all  alleged  prior  acts  or  omissions  of  any
                           individual   seeking    indemnification    hereunder,
                           regardless  of the fact  that  such  alleged  acts or
                           omissions may have occurred  prior to the adoption of
                           this Article  VIII.  To the extent such prior acts or
                           omissions  cannot  be deemed  to be  covered  by this
                           Article  VIII,   the  right  of  any   individual  to
                           indemnification    shall   be    governed    by   the
                           indemnification  provisions  in effect at the time of
                           such prior acts or omissions.

Section 8.                 Insurance.
                           The corporation  may purchase and maintain  insurance
                           covering  any  person  who  is  or  was  a  Director,
                           Officer, employee or agent of the corporation, or who
                           is or was serving at the  request of the  corporation
                           as a Director, Officer, partner, trustee, employee or
                           agent  of  another  corporation,  partnership,  joint
                           venture,   trust,  employee  benefit  plan  or  other
                           enterprise, against any liability asserted against or
                           incurred  by  the  individual  in  that  capacity  or
                           arising from the  individual's  status as a Director,
                           Officer,  employee  or  agent,  whether  or  not  the
                           corporation   would  have  power  to  indemnify   the
                           individual  against  the same  liability  under  this
                           Article VIII.

Section 9.                 Additional Definitions.
                           For purposes of this Article VIII,  references to the
                           corporation  shall  include  any  domestic or foreign
                           predecessor  entity of the corporation in a merger or
                           other   transaction   in  which   the   predecessor's
                           existence    ceased   upon    consummation   of   the
                           transaction.

                                                      -18-

<PAGE>


                           For  purposes  of  this  Article  VIII,  "serving  an
                           employee   benefit   plan  at  the   request  of  the
                           corporation" shall include any service as a Director,
                           Officer,  employee or agent of the corporation  which
                           imposes  duties on, or  involves  services  by,  such
                           Director, Officer, employee, or agent with respect to
                           an  employee  benefit  plan,  its  participants,   or
                           beneficiaries.  A person  who acted in good faith and
                           in a manner he reasonably  believed to be in the best
                           interests of the participants and beneficiaries of an
                           employee  benefit  plan shall be deemed to have acted
                           in a manner it "not  opposed to the best  interest of
                           the corporation" referred to in this Article VII.

                           For   purposes  of  this  Article   VIII,   "official
                           capacity",  when used  with  respect  to a  Director,
                           shall mean the Office of Director of the corporation;
                           and when used with  respect  to an  individual  other
                           than  a  Director,  shall  mean  the  office  in  the
                           corporation  held by the Officer or the employment or
                           agency  relationship  undertaken  by the  employee or
                           agent  on  behalf  of  the   corporation.   "Official
                           capacity"  does not  include  service  for any  other
                           foreign or domestic  corporation or any  partnership,
                           joint venture, trust, employee benefit plan. or other
                           enterprise, whether for profit or not.

Section 10.                Payments A Business Expense.
                           Any payments made to any indemnified party under this
                           Article   VIII  or   under   any   other   right   to
                           indemnification shall be deemed to be an ordinary and
                           necessary  business expense of the  corporation,  and
                           payment   thereof   shall  not   subject  any  person
                           responsible   for  the  payment,   or  the  Board  of
                           Directors,  to any action for  corporate  waste or to
                           any similar action.


ARTICLE IX                 Amendments.

Section 1.                 These bylaws may be altered,  amended or repealed and
                           new  bylaws  may be made by a  majority  of the whole
                           Board of Directors at any regular or special  meeting
                           of the Board of Directors.

                                      -19-