BY-LAWS
OF
PSI ENERGY, INC.
AS ADOPTED SEPTEMBER 6, 1941
AND AMENDED TO JANUARY 25, 1996
BY-LAWS
OF
PSI ENERGY, INC.
<PAGE>
ARTICLE I.
OFFICES.

SECTION 1. The principal office of PSI Energy, Inc. shall be 
at 1000 East Main Street, in the town of Plainfield, county 
of Hendricks and state of Indiana; and the corporation may 
have such other offices at such other places as the board of 
directors may from time to time designate, or as the 
business of the corporation may require.

ARTICLE II.

SEAL.

SECTION 1. The corporate seal shall be circular in form and 
shall have inscribed thereon the words "PSI ENERGY, INC.-
CORPORATE SEAL-INDIANA.''

ARTICLE III.

SHAREHOLDERS' MEETINGS.

SECTION 1. Any meeting of the shareholders may be held at 
the office of the corporation in the town of Plainfield, 
Indiana, or at such other place within or outside the state 
of Indiana through the use of any means of communication by 
which all shareholders participating may simultaneously hear 
each other at the meeting. The place and manner of the 
meeting shall be specified in the notice of such meeting, or 
if such meeting is held upon waiver of notice, specified in 
the waiver of notice signed by all of the shareholders.

SECTION 2. Except as otherwise directed by the board of 
directors, all annual meetings of shareholders shall be held 
at 10:00 A.M. on the third Wednesday of April of each year 
if not a legal holiday, and if a legal holiday, then on the 
next succeeding day not a legal holiday, for the purpose of 
electing directors and for the transaction of such other 
business as may legally come before the meeting. The 
business to be transacted at any annual meeting may be 
transacted at any special meeting called for that purpose.

SECTION 3. Written or printed notice of the annual meeting, 
stating the place, manner, day and hour of the meeting, 
shall be delivered or mailed by the secretary or an 
assistant secretary to each shareholder of record entitled 
to vote at such meeting, at such address as appears on the 
records of the corporation, at least ten days, but not more 
than sixty days, before the date of the meeting.

SECTION 4. Special meetings of the shareholders, for any 
purpose or purposes, unless otherwise prescribed by statute, 
shall be held if called by the chairman, the president, an 
executive vice president or a vice president, by the board 
of directors, or by the shareholders holding of record such 
number of the outstanding shares of the corporation as 
represents not less than one-fourth of the aggregate number 
of votes that would be voted at such meeting if there were 
voted thereat all the outstanding shares entitled to vote on 
the business proposed to be transacted thereat. All requests 
for special meetings of shareholders shall state the time, 
manner, place and purpose thereof. Only business within the 
purpose stated in such request shall be conducted at such 
meeting.

SECTION 5. Written or printed notice of all special meetings 
of shareholders, stating (i) the place, manner, day and hour 
of the meeting, and (ii) the purpose or purposes for which 
such 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 to vote at such 
meeting at such address as appears on the records of the 
corporation, at least ten days before the date of such 
meeting.

SECTION 6. Notice of any meeting of shareholders 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.

SECTION 7. At any meeting of the shareholders, the holders 
of record (present in person or represented by proxy) of 
such number of the outstanding shares of the corporation as 
represents a majority of the aggregate number of votes that 
would be voted at such meeting if there were voted thereat 
all the outstanding shares entitled to vote at such meeting, 
shall be requisite to constitute a quorum for the election 
of directors or for the transaction of other business, 
unless otherwise provided by law. If, however, the holders 
of such majority shall not be present or represented at any 
meeting of the shareholders of the corporation, the 
shareholders entitled to vote thereat, present in person or 
represented by proxy, shall have power to adjourn the 
meeting from time to time, without notice other than 
announcement at the meeting, until the holders of such 
majority shall be present or represented. At such adjourned 
meeting at which the holders of such majority shall be 
present or represented, any business may be transacted which 
might have been transacted at the meeting as originally 
notified.

SECTION 8. Every shareholder shall have the right at every 
shareholders' meeting to one vote for each share of stock 
standing in his name on the books of the corporation, except 
as otherwise provided by law or by the amended articles of 
consolidation and except that no shares shall be voted at 
any meeting upon which any installment is due and unpaid, or 
which belongs to the corporation, or which shall have been 
transferred on the books of the corporation within such 
number of days, not exceeding seventy, next preceding the 
date of such meeting as the board of directors shall 
determine, or, in the absence of such determination, within 
ten days next preceding the date of such meeting. At any 
adjourned meeting of shareholders, the board of directors 
shall fix a record date for shareholders entitled to vote at 
such adjourned meeting which must be a new date if the 
meeting is adjourned for more than one hundred twenty days.

Voting for directors and, upon the demand of any 
shareholder, voting upon any other question shall be by 
ballot. On any vote by ballot, each ballot voted shall be 
signed either by the shareholder voting the same, or, if the 
proxy of such shareholder is on file with the secretary and 
unrevoked, by the duly appointed agent or attorney of such 
shareholder. The ballot of each shareholder voting shall be 
deemed to be a vote of all the shares owned of record by 
such shareholder and entitled to be voted on the matter 
unless such shareholder or his duly appointed agent or 
attorney shall designate on such ballot that a lesser number 
of shares are voted. A plurality vote shall be sufficient to 
elect any director.

SECTION 9. The secretary shall make, or cause the agent 
having charge of the stock transfer books of the corporation 
to make, at least five days before each election of 
directors, a complete list of the shareholders entitled by 
the amended articles of consolidation 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 
within the usual business hours during said five days. Such 
list shall be produced and kept open at the time and place 
of election and subject to the inspection of any shareholder 
or shareholder's agent or attorney authorized in writing 
during the holding of such election. The original stock 
register or transfer book, or the 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 10. A shareholder may vote either in person or by 
proxy executed in writing by the shareholder or a duly 
authorized agent or attorney in fact. No proxy shall be 
valid after eleven months from the date of its execution, 
unless a longer time is expressly provided therein.

SECTION 11. The secretary, who may call on any officer or 
officers of the corporation for assistance, shall make all 
necessary and appropriate arrangements for the meetings of 
the shareholders, receive all proxies, and ascertain and 
report by certificate to each meeting of the shareholders 
the number of shares present in person or by proxy and 
entitled to vote at such meeting. In the absence of the 
secretary, an assistant secretary shall perform said duties. 
The certificate report of the secretary or an assistant 
secretary as to the regularity of such proxies and as to the 
number of shares present in person or by proxy and entitled 
to vote at such meeting shall be received as prima facie 
evidence of the number of shares, which are present in 
person and by proxy and entitled to vote, for the purpose of 
establishing the presence of a quorum at such meeting, for 
the purpose of organizing such meeting, and for all other 
purposes.

SECTION 12. The chairman, when present, shall preside at the 
meetings of the shareholders. In the event of the absence or 
disability of the chairman, the president, if present, shall 
so preside, and if he is not present, an executive vice 
president, if present, shall so preside, and if an executive 
vice president is not present, a vice president, if present, 
shall so preside. In the event no such officers are present, 
the meeting shall choose a presiding officer.

SECTION 13. At each meeting of the shareholders, (i) the 
proxies shall be received and taken in charge by three 
inspectors, (ii) where voting is to be by ballot on any 
question, the polls shall be opened and closed and the 
ballots shall be taken in charge by such inspectors, and 
(iii) all questions touching the qualification of voters, 
the validity of proxies and the acceptance or rejection of 
votes shall be decided by such three inspectors or a 
majority thereof. Such inspectors may be appointed by the 
board of directors before such meeting, or, if no such 
appointment shall have been made, then by the presiding 
officer at such meeting. In the event for any reason any of 
the inspectors previously appointed shall fail to attend 
such meeting, or being present will not or cannot act in 
such capacity, then an inspector or inspectors in place of 
such inspector or inspectors failing to attend or not acting 
shall be appointed by the presiding officer.

SECTION 14. The order of business at each annual meeting of 
the shareholders, and, as far as applicable, at each special 
meeting of the shareholders, shall be as follows:
 (1) call to order by the presiding officer,
 (2) presentation of proofs of due call and notice of the 
meeting, provided, however, that the certificate of the 
secretary or assistant secretary that such notices were 
mailed, or the affidavit of such other person or persons who 
mailed the notices of such meeting, shall be conclusive 
evidence of such mailing,
 (3) submission of an alphabetical list of shareholders 
entitled to vote,
 (4) certificate and report of the secretary or assistant 
secretary as to the number of shares present in person or by 
proxy and entitled to vote,
 (5) ruling by presiding officer as to the presence of a 
quorum and the due organization of the meeting for the 
transaction of business,
 (6) announcement by the presiding officer of the persons to 
act as inspectors at such meeting,
 (7) reading or presentation of the minutes of previous 
meeting of shareholders,
 (8) presentation of annual report to shareholders,
 (9) election of directors and announcement in respect of 
annual meeting of directors,
(10) unfinished business,
(11) new business, and
(12) adjournment.

SECTION 15. The chairman shall have the right and authority 
to prescribe such rules, regulations and procedures and to 
do all such acts and things as are necessary or desirable 
for the proper conduct of meetings of the shareholders, 
including, without limitation, the establishment of 
procedures for the maintenance of order, safety, limitations 
on the time allotted to questions or comments on the affairs 
of the corporation, restrictions on entry to such meeting of 
the shareholders after the time prescribed for the 
commencement thereof, and the opening and closing of the 
voting polls.

SECTION 16. The annual meeting of shareholders shall be held 
at such time as is provided in Section 2 of this Article for 
the purpose of electing directors and for the transaction of 
only such other business as is properly brought before the 
meeting in accordance with these by-laws. To be properly 
brought before the annual meeting, business must be either 
(a) specified in the notice of the annual meeting (or any 
supplement thereto) given by or at the direction of the 
board, (b) otherwise properly brought before the annual 
meeting by or at the direction of the board, or (c) 
otherwise properly brought before the annual meeting by a 
shareholder. In addition to any other applicable 
requirements, for business to be properly brought before an 
annual meeting by a shareholder, 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 
executive offices of the corporation, not less than fifty 
days nor more than seventy-five days prior to the annual 
meeting; provided, however, that in the event that less than 
sixty-five days' notice or prior public disclosure of the 
date of the annual meeting is given or made to shareholders, 
notice by the shareholder to be timely must be so received 
not later than the close of business on the fifteenth day 
following the date on which such notice of the date of the 
annual meeting was mailed or such public disclosure was 
made, whichever first occurs. A shareholder's notice to the 
secretary shall set forth as to each matter the shareholder 
proposes to bring before the annual meeting, (i) a brief 
description of the business desired to be brought before the 
annual meeting and the reasons for conducting such business 
at the annual meeting, (ii) the name and record address of 
the shareholder proposing such business, (iii) the class and 
number of shares of the corporation which are beneficially 
owned by the shareholder, and (iv) any material interest of 
the shareholder in such business.

Notwithstanding anything in the by-laws to the contrary, no 
business shall be conducted at the annual meeting except in 
accordance with the procedures set forth in this Article 
III, provided, however, that nothing in this Article III 
shall be deemed to preclude discussion by any shareholder of 
any business properly brought before the annual meeting.

The chairman of an annual meeting shall, if the facts 
warrant, determine and declare to the annual meeting that 
business was not properly brought before the annual meeting 
in accordance with the provisions of this Article III, and 
if he should so determine, he shall so declare to the annual 
meeting, and any such business not properly brought before 
the annual meeting shall not be transacted.

SECTION 17. Only persons who are nominated in accordance 
with the following procedures shall be eligible for election 
as directors. Nominations of persons for election to the 
board of the corporation at the annual meeting may be made 
at the annual meeting of shareholders by or at the direction 
of the board of directors, by any nominating committee or 
person appointed by the board, or by any shareholder of the 
corporation, entitled to vote for the election of directors 
at the annual meeting, who complies with the notice 
procedures set forth in this Article III. Such nominations, 
other than those made by or at the direction of the board, 
shall be made pursuant to timely notice in writing to the 
secretary of the corporation. To be timely, a shareholder's 
notice shall be delivered to or mailed and received at the 
principal executive offices of the corporation not less than 
fifty days nor more than seventy-five days prior to the 
annual meeting; provided, however, that in the event that 
less than sixty-five days' notice or prior public disclosure 
of the date of the annual meeting is given or made to 
shareholders, notice to the secretary shall set forth (a) as 
to each person whom the shareholder proposes to nominate for 
election or reelection as a director (i) the name, age, 
business address and residence address of the person, (ii) 
the principal occupation or employment of the person, (iii) 
the class and number of shares of capital stock of the 
corporation which are beneficially owned by the person, (iv) 
a written statement that the person is willing to serve as a 
director filed with the secretary at least five (5) days 
prior to the date of the annual meeting and (v) any other 
information relating to the person that is required to be 
disclosed in solicitations for proxies for election of 
directors pursuant to Rule 14a under the Securities Exchange 
Act of 1934, as amended; and (b) as to the shareholder 
giving the notice (i) the name and record address of the 
shareholder, and (ii) the class and number of shares of 
capital stock of the corporation which are beneficially 
owned by the shareholder. The corporation may require any 
proposed nominee to furnish such other information as may 
reasonably be required by the corporation to determine the 
eligibility of such proposed nominee to serve as director of 
the corporation. No person shall be eligible for election as 
a director of the corporation unless nominated in accordance 
with the procedures set forth herein.

The chairman of the annual meeting shall, if the facts 
warrant, determine and declare to the annual meeting that a 
nomination was not made in accordance with the foregoing 
procedure, and if he should so determine, he shall so 
declare to the annual meeting, and the defective nomination 
shall be disregarded.

SECTION 18. An annual meeting of shareholders may be 
adjourned or postponed to a different time or place, and 
notice of the new date, time or place need not be given if 
such adjournment or postponement is announced at the annual 
meeting before adjournment.

ARTICLE IV.
BOARD OF DIRECTORS.

SECTION 1. All corporate powers shall be exercised by or 
under the authority of, and the business and affairs of this 
corporation managed under the direction of, a board of not 
less than one (1) nor more than seven (7) directors. The 
directors shall be elected by the shareholders at each 
annual meeting of the shareholders. Each director shall be 
elected for a term of one year and shall hold office until 
his successor is chosen and qualified. Any vacancy occurring 
in the board of directors caused by death, resignation, 
increase in number of directors or otherwise, may be filled 
by a majority vote of the remaining members of the board of 
directors until the next annual meeting of the shareholders. 
No person shall be eligible for election, reelection or 
appointment as a member of the board of directors if the 
time of such election, reelection or appointment is a date 
subsequent to the end of the calendar year in which such 
person attained the age of seventy (70) years. No person 
shall remain a director after reaching the age of seventy 
(70) years; provided, however, that such director shall 
continue as a director until January 1 of the year following 
the year in which the director reached the age of seventy 
(70) years. Subject to the provisions of the preceding 
paragraphs, any and all of the directors may only be removed 
for cause. The directors shall receive such reasonable 
compensation as shall from time to time be provided for by 
resolution of the board of directors or a committee thereof.

SECTION 2. In addition to the powers and authority by these 
by-laws expressly conferred upon it, the board of directors 
may do all such lawful acts and things as are not by the 
laws of the state of Indiana, by the amended articles of 
consolidation of the corporation, or by these by-laws 
directed or required to be exercised or done by the 
shareholders of the corporation.

SECTION 3. A meeting of the directors, to be known as the 
annual meeting of the board of directors, shall be held at 
the principal office of the corporation at such time and 
date as the board of directors may determine, or at such 
other place, within or without the state of Indiana, and at 
such other time as shall be fixed by the shareholders at 
their annual meeting, or as shall be fixed by the consent in 
writing of all of such newly elected directors, for the 
election of officers and for the transaction of such other 
business as may properly come before the meeting. No notice 
of such annual meeting shall be necessary or required in 
order legally to constitute the meeting if a majority of the 
newly elected directors shall be present. If a majority 
shall not be present at such meeting, those present shall 
adjourn the meeting to a specified time and place, and the 
secretary or an assistant secretary shall at once notify 
each of the newly elected directors of the time and place of 
holding such adjourned annual meeting.

SECTION 4. Regular meetings of the board of directors or any 
committee thereof may be held at stated times, or from time 
to time, and at such place, either within or without the 
state of Indiana, as the board of directors or any committee 
may determine, without call and without notice. Any or all 
members of the board of directors or a committee thereof may 
participate in any meeting of the board or committee by any 
means of a communication by which all persons participating 
in the meeting can simultaneously communicate with each 
other, and participation in this manner constitutes presence 
in person at the meeting.

SECTION 5. Special meetings of the board of directors may be 
called at any time, or from time to time, by the chairman, 
the president, an executive vice president or a vice 
president by causing the secretary or an assistant secretary 
to give to each director, either personally or by telephone, 
mail or telegraph, at least two days' notice of the time and 
place of such meeting. Special meetings of the board of 
directors shall be called by the chairman, the president, an 
executive vice president or a vice president in like manner 
and on like notice at the written request of at least two 
directors. Special meetings of the board of directors may be 
held at the principal office of the corporation or at such 
other place, within or without the state of Indiana, as 
shall be specified in the notice of the meeting, or, if held 
upon waiver of notice, as shall be specified in such waiver.

SECTION 6. Any meeting of the board of directors or any 
committee thereof, wheresoever held, at which all of the 
members are present, shall be as valid as if held pursuant 
to proper notice, and in case a meeting shall be held 
without notice when all are not present but the absent 
directors shall have signed a waiver of notice of such 
meeting, whether before or after the time stated in said 
waiver, or shall thereafter sign the minutes of the meeting, 
the same shall be as valid and binding as though called upon 
due notice.

SECTION 7. The board of directors may take any action 
pursuant to these by-laws without a meeting if the action is 
taken by all members of the board. The action shall be 
evidenced by one or more written consents describing the 
action taken, signed by each director and included in the 
minutes or filed with the corporate records reflecting the 
action taken. Action taken without a meeting shall be 
effective when the last director signs the consent, unless 
the consent specifies a different prior or subsequent 
effective date.

SECTION 8. At all meetings of the board of directors, a 
majority of the members of the board of directors shall be 
necessary to constitute a quorum for the transaction of any 
business except the filling of vacancies, but a less number 
may adjourn the meeting from time to time until a quorum is 
present. The act of a majority of the board of directors 
present at a 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 amended articles 
of consolidation or by the by-laws.

SECTION 9. The board of directors may, by resolution adopted 
by a majority of the members of the board of directors, 
designate two or more of their number to constitute a 
committee of the board of directors. The board of directors 
shall form an executive committee, which committee shall 
have and exercise all of the authority of the board of 
directors in the management of the corporation to the 
fullest extent permitted by the laws of the State of 
Indiana, including the power to declare dividends and 
distributions from time to time within guidelines to be 
established by the board of directors. Neither such 
guidelines nor the powers granted to the executive committee 
hereby may be amended in any way by the board of directors, 
and the members of the executive committee appointed by the 
board of directors may not be changed by the board of 
directors, without the affirmative vote of 75% of the 
directors then in office, rounded upwards.

ARTICLE V.
OFFICERS.

SECTION 1. The officers of the corporation shall consist of 
a chairman of the board, a chief executive officer, a 
president, a secretary, a treasurer, a comptroller and may 
consist of a vice chairman, one or more vice presidents, one 
or more assistant secretaries, one or more assistant 
treasurers, or one or more assistant comptrollers. If deemed 
advisable by the board of directors, any two or more offices 
may be held by the same person, except that the duties of 
the chairman, the vice chairman, the chief executive 
officer, or the president shall not be performed by the same 
person who performs the duties of secretary.

SECTION 2. The officers of the corporation hereinabove 
provided for shall be elected by the board of directors at 
its annual meeting and shall hold office for one year and/or 
until their respective successors shall have been duly 
elected and shall have qualified.

SECTION 3. The board of directors may, from time to time, 
elect or appoint such other officers and agents as it shall 
deem necessary, who shall hold their respective offices for 
such terms and shall exercise such powers and perform such 
duties as may be prescribed from time to time by the by-
laws, or as in absence of provision in the by-laws in 
respect thereto may be prescribed from time to time by the 
board of directors.

SECTION 4. Any vacancy among the officers or agents of the 
corporation, duly elected or appointed by the board of 
directors shall be filled for the unexpired term by the 
board of directors. Any officer or agent elected or 
appointed by the board of directors, may be removed at any 
time, with or without cause, by the affirmative vote of a 
majority of the whole board of directors.

SECTION 5. In the case of the absence, disability, death, 
resignation or removal from office of any officer of the 
corporation, or for any other reason that the board of 
directors shall deem sufficient, the board of directors may 
delegate, for the time being, the powers and/or duties, or 
any of them, of such officer to any other officer or to any 
director.

SECTION 6. The chairman of the board shall be a director and 
shall preside at all meetings of the board of directors and, 
in the absence or inability to act of the chief executive 
officer, meetings of shareholders and shall, subject to the 
board's direction and control, be the board's representative 
and medium of communication, and shall perform such other 
duties as may from time to time be assigned to the chairman 
of the board by the board of directors. The chairman of th 
board shall direct the long-term strategic planning process 
of the corporation and shall also lend his or her expertise 
to such other officers as may be requested from time to time 
by such officers. The chairman shall be a member of the 
executive committee.

SECTION 7. The vice chairman of the board, if there be one, 
shall be a director and shall preside at meetings of the 
board of directors in the absence or inability to act of the 
chairman of the board or meetings of shareholders in the 
absence or inability to act of the chief executive officer 
and the chairman of the board. The vice chairman shall 
perform such other duties as may from time to time be 
assigned to him or her by the board of directors. The vice 
chairman shall be a member of the executive committee.

SECTION 8. The chief executive officer shall be a director 
and shall preside at all meetings of the shareholders, and, 
in the absence or inability to act of the chairman of the 
board and the vice chairman, at all meetings of the board of 
directors. The chief executive officer shall submit a report 
of the operations of the corporation for the fiscal year to 
the shareholders at their annual meeting and from time to 
time shall report to the board of directors all matters 
within his or her knowledge which the interests of the 
corporation may require be brought to their notice. The 
chief executive officer shall be the chairman of the 
executive committee and ex officio a member of all standing 
committees.

SECTION 9. The president shall, subject to the control of 
the board of directors, the executive committee,  the 
chairman, the vice chairman, and the chief executive 
officer, have general supervision over the management and 
direction of the affairs of the corporation, and supervision 
of all departments and of all officers of the corporation. 
The president shall, subject to the other provisions of 
these by-laws, have such other powers and perform such other 
duties as usually devolve upon the president of a 
corporation, and such further duties as may be prescribed by 
the board of directors, the executive committee, the 
chairman, the vice chairman, or the chief executive officer. 
The president shall report to the chief executive officer. 
In the absence or incapacity of the chairman, vice chairman 
or chief executive officer, the president may preside at 
meetings of the board of directors and/or meetings of the 
shareholders. In case of the absence, disability, death, 
resignation or removal from office of the president, the 
powers and duties of the president shall, for the time 
being, devolve upon and be exercised by a vice president, 
unless otherwise ordered by the board of directors, the 
executive committee, the chairman, the vice chairman, or the 
chief executive officer.

SECTION 10. Each of the vice presidents shall have such 
powers and duties as may be prescribed by the board of 
directors or the executive committee, or be delegated by the 
chairman, the vice chairman, the chief executive officer, or 
the president. In the absence or incapacity of the 
president, the vice president designated by the board of 
directors or executive committee, chairman, vice chairman, 
chief executive officer, or president shall exercise the 
powers and duties of the president.

SECTION 11. The secretary shall have the custody and care of 
the corporate seal, records, minutes and stock books of the 
corporation and shall be responsible for authentication of 
such records. The secretary shall attend the meetings of the 
board of directors and of the shareholders and duly record, 
prepare and keep the minutes of their proceedings in a book 
or books to be kept for that purpose. The secretary shall 
give or cause to be given notice of all meetings of the 
shareholders and the board of directors when such notice 
shall be required. The secretary shall file and take charge 
of all papers and documents belonging to the corporation and 
shall have such other powers and duties as are incident to 
the office of secretary of a corporation, subject at all 
times to the direction and control of the board of 
directors, the executive committee, the chairman, the vice 
chairman, the chief executive officer, and the president. In 
case of the absence, disability, death, resignation or 
removal from office of the secretary, the powers and duties 
of the secretary shall, for the time being, devolve upon and 
be exercised by an assistant secretary, unless otherwise 
ordered by the board of directors, the executive committee, 
the chairman, the vice chairman, the chief executive 
officer, or the president.

SECTION 12. Each of the assistant secretaries (if assistant 
secretaries be elected or appointed by the board of 
directors) shall assist the secretary in his or her duties 
and shall have such other powers and duties as may be 
prescribed by the board of directors or the executive 
committee, or be delegated by the chairman, the vice 
chairman, the chief executive officer, or the president. In 
case of the absence, disability, death, resignation or 
removal from office of the secretary, the powers and duties 
shall, for the time being, devolve upon such one of the 
assistant secretaries as the board of directors, the 
executive committee, the chairman, the vice chairman, the 
chief executive officer, the president or the secretary may 
designate, or, if there be but one assistant secretary, then 
upon such assistant secretary; and he or she shall 
thereupon, during such period, exercise and perform all of 
the powers and duties of the secretary, except as may be 
otherwise provided by the board of directors, the executive 
committee, the chairman, the vice chairman, the chief 
executive officer, or the president.

SECTION 13. The treasurer shall have charge of, and be 
responsible for, the collection, receipt, custody and 
disbursement of the funds of the corporation, and shall have 
the custody also of all securities belonging to the 
corporation. The treasurer shall keep full and accurate 
accounts of receipts and disbursements in books belonging to 
the corporation. The treasurer shall disburse the funds of 
the corporation as may be ordered by the board of directors 
or the executive committee, taking proper receipts or making 
proper vouchers for such disbursements and shall preserve 
the same at all times during his or her term of office. When 
necessary or proper, the treasurer shall endorse on behalf 
of the corporation all checks, notes or other obligations 
payable to the corporation or coming into his or her 
possession for or on behalf of the corporation and shall 
deposit the funds arising therefrom together with all other 
funds and valuable effects of the corporation coming into 
his or her possession in the name and to the credit of the 
corporation in such depositories as the board of directors  
or the executive committee from time to time, by resolution, 
shall direct. The treasurer shall have such other powers and 
duties as are incident to the office of treasurer of a 
corporation, subject at all times to the direction and 
control of the board of directors, the executive committee, 
the chairman, the vice chairman, the chief executive 
officer, and the president.

The treasurer shall render to the chairman, the vice 
chairman, the chief executive officer, the president, the 
executive committee, and the board of directors, at meetings 
of the board of directors or the executive committee, or 
whenever the same shall be required, an account of all 
transactions as treasurer and of the financial condition of 
the corporation. The treasurer shall give the corporation a 
bond, if required by the board of directors or the executive 
committee, in such an amount and with such surety or 
sureties as may be ordered by the board of directors or the 
executive committee, for the faithful performance of the 
duties of the office and for the restoration to the 
corporation, in case of death, resignation, retirement or 
removal from office, of all books, papers, vouchers, money 
and other property of whatever kind in the possession or 
under the control of the treasurer and belonging to the 
corporation.

In case of the absence, disability, death, resignation or 
removal from office of the treasurer, the powers and duties 
of the treasurer shall, for the time being, devolve upon and 
be exercised by an assistant treasurer, unless otherwise 
ordered by the board of directors, the executive committee, 
the chairman, the vice chairman, the chief executive 
officer, or the president.

SECTION 14. Each of the assistant treasurers (if assistant 
treasurers be elected or appointed by the board of 
directors) shall assist the treasurer in his or her duties, 
and shall have such other powers and duties as may be 
prescribed by the board of directors or the executive 
committee, or be delegated by the chairman, the vice 
chairman, the chief executive officer, or the president. In 
case of the absence, disability, death, resignation or 
removal from office of the treasurer, the powers and duties 
shall, for the time being, devolve upon such one of the 
assistant treasurers as the board of directors, the 
executive committee, the chairman, the vice chairman, the 
chief executive officer, the president or the treasurer may 
designate, or, if there be but one assistant treasurer, then 
upon such assistant treasurer; and he or she shall 
thereupon, during such period, exercise and perform all of 
the powers and duties of the treasurer, except as may be 
otherwise provided by the board of directors, the executive 
committee, the chairman, the vice chairman, the chief 
executive officer, or the president. Each or any assistant 
treasurer shall likewise give the corporation a bond, if 
required by the board of directors, in such amount and with 
such surety or sureties as may be ordered by the board of 
directors.

SECTION 15. The comptroller shall have control over all 
accounts and records of the corporation pertaining to 
moneys, properties, materials and supplies. The comptroller 
shall have executive direction of the bookkeeping and 
accounting departments and shall have general supervision 
over the records in all other departments pertaining to 
moneys, properties, materials and supplies. The comptroller 
shall have such other powers and duties as are incident to 
the office of comptroller of a corporation, subject at all 
times to the direction and control of the board of 
directors, the executive committee, the chairman, the vice 
chairman, the chief executive officer, and the president. In 
case of the absence, disability, death, resignation or 
removal from office of the comptroller, the powers and 
duties of the comptroller shall, if an assistant comptroller 
has been elected by the board of directors or the executive 
committee, for the time being, devolve upon and be exercised 
by an assistant comptroller, unless otherwise ordered by the 
board of directors, the executive committee, the chairman, 
the vice chairman, the chief executive officer, or the 
president.

SECTION 16. Each of the assistant comptrollers (if assistant 
comptrollers be elected or appointed by the board of 
directors) shall assist the comptroller in his or her 
duties, and shall have such other powers and duties as may 
be prescribed by the board of directors or the executive 
committee, or be delegated by the chairman, the vice 
chairman, the chief executive officer, or the president. In 
case of the absence, disability, death, resignation or 
removal from office of the comptroller, the powers and 
duties shall, for the time being, devolve upon such one of 
the assistant comptrollers as the board of directors, the 
executive committee, the chairman, the vice chairman, the 
chief executive officer, the president or the comptroller 
may designate, or, if there be but one assistant 
comptroller, then upon such assistant comptroller; and he or 
she shall thereupon, during such period, exercise and 
perform all of the powers and duties of the comptroller, 
except as may be otherwise provided by the board of 
directors, the executive committee, the chairman, the vice 
chairman, the chief executive officer, or the president.

ARTICLE VI.
CERTIFICATES FOR SHARES.

SECTION 1. Each certificate for shares of stock of the 
corporation shall be in such form, consistent with law, as 
shall be approved by the board of directors, shall be 
numbered consecutively as issued, shall state the name of 
the registered holder, the number of shares represented 
thereby, and such other matters and things as are required 
by law or by the amended articles of consolidation to be 
stated in such certificate. Each such certificate shall be 
signed by the president, an executive vice president or a 
vice president and the secretary or an assistant secretary; 
and may have affixed thereto the seal of the corporation. In 
any case where the seal of the corporation is affixed to 
such a certificate, such seal may be a facsimile, engraved 
or printed. In any case where such a certificate is also 
signed by a transfer agent and a registrar or either of 
them, the respective signatures of the president, an 
executive vice president or a vice president and of the 
secretary or an assistant secretary thereon may be 
facsimiles, engraved or printed.

The board of directors or the finance committee may, by 
resolution duly adopted, authorize the issue of some or all 
of the shares of any or all classes or series of stock of 
the corporation without certificates.

SECTION 2. Shares of stock of the corporation shall be 
entered in the books of the corporation as they are issued, 
and shall be transferable on the books of the corporation by 
the holder thereof in person, or by his, her or its attorney 
duly authorized thereto in writing, upon the surrender of 
the outstanding certificate therefor properly endorsed.

SECTION 3. The corporation and its officers shall be 
entitled to treat the holder of record of any share or 
shares of stock of the corporation as the holder in fact 
thereof, and accordingly shall not be bound to recognize any 
equitable or other claim to or interest in such share or 
shares on the part of any other person or persons, whether 
or not it shall have express or other notice thereof, save 
as expressly provided by the laws of Indiana, or except as 
in the amended articles of consolidation or in these by-laws 
provided to the contrary.

SECTION 4. Shares of the capital stock of the corporation 
may be issued and disposed of by the corporation from time 
to time for such consideration as may be fixed from time to 
time by resolution of the board of directors.

SECTION 5. The purchase price of all stock subscribed or 
purchased shall be paid as from time to time determined by 
resolution of the board of directors, either wholly or 
partly in money, labor or property. Said payments shall be 
made within such time and in such installments or upon such 
terms as the board of directors may from time to time 
determine and direct.

SECTION 6. Before the corporation shall issue, in place of 
any certificate of stock in the corporation claimed to have 
been mislaid, lost, stolen or destroyed (such a certificate 
being hereinafter referred to as a "Lost Certificate''), a 
new certificate or certificates to replace the Lost 
Certificate, the person seeking the issue of such new 
certificate or certificates shall make affidavit or 
affirmation of the fact of such mislaying, loss, theft or 
destruction, shall furnish such, if any, other proof of 
ownership, interest, and disappearance of the Lost 
Certificate as the corporation or any transfer agent for it 
shall require, and shall at the option of the corporation in 
each such case either
(i) give the corporation either a bond of indemnity with one 
or more sureties satisfactory to the board of directors of 
the corporation or a sole obligor indemnity bond executed by 
a corporation then authorized to transact the business of 
indemnity and suretyship in the state of Illinois or the 
state of New York and satisfactory to said board which 
surety or sole obligor bond shall be in form and substance 
satisfactory to said board and shall be (as said board may 
direct in any case) either (a) an "open penalty bond'' or 
(b) a bond having a fixed maximum amount of liability 
specified therein which amount shall be such amount as said 
board may direct that is not in excess of twice the par 
value of the shares represented by the Lost Certificate if 
such shares have a par value, or of twice the market value 
of such shares at the date replacement of the Lost 
Certificate is requested if the shares represented by such 
Lost Certificate be shares without par value, or
(ii) if there is then in force and effect a Blanket Lost 
Original Instruments Bond which appertains to such Lost 
Certificate, protects the corporation from liability growing 
out of the issue of a new stock certificate or certificates 
in lieu of such Lost Certificate and has been executed and 
delivered by a corporation then authorized to transact the 
business of indemnity and suretyship in the state of 
Illinois or the state of New York, furnish the corporation 
or one of its transfer agents with such instruments or 
information as are required in order that the indemnity 
provisions of such bond will apply to the new stock 
certificate or certificates is sued in lieu of such Lost 
Certificate.

When the aforesaid conditions shall have been satisfied, a 
new stock certificate or certificates of the same tenor and 
for the same total number of shares as the Lost Certificate 
shall be issued by the corporation in the name of the record 
owner of the Lost Certificate.

SECTION 7. Every shareholder shall furnish the secretary 
with an address to which notices of meetings and all other 
notices may be served upon him or mailed to him, and in 
default thereof notices may be addressed to him at his last 
known address or at the office of the corporation at 
Plainfield, Indiana.

ARTICLE VII.
CORPORATE BOOKS.

SECTION 1. Except as hereinafter or by the amended articles 
of consolidation or by law otherwise provided, the books and 
records of the corporation may be kept at such place or 
places, within or without the state of Indiana, as the board 
of directors may from time to time by resolution determine.

SECTION 2. The original or duplicate stock register or 
transfer book, or, in case a stock registrar or transfer 
agent shall be employed by the corporation either within or 
without the state of Indiana, a complete and accurate 
shareholders' list, alphabetically arranged, giving the 
names and addresses of all shareholders, the number and 
classes of shares held by each and the time each became the 
record owner of his shares, shall be kept at the principal 
office of the corporation in the state of Indiana.

SECTION 3.
(a) A shareholder or his agent or attorney, if authorized in 
writing, may inspect and copy, during regular business hours 
at the principal office of the corporation, any of the 
following records of the corporation if the shareholder 
meets the requirements of subsection (b) and gives the 
corporation written notice of the shareholder's demand at 
least five (5) business days before the date on which the 
shareholder wishes to inspect and copy:
   (1) excerpts from minutes of any meeting of the board of 
directors, records of any action of a committee of the board 
of directors while acting in place of the board of directors 
on behalf of the corporation, minutes of any meeting of the 
shareholders, and records of action taken by the 
shareholders or board of directors without a meeting;
   (2) accounting records of the corporation; and
   (3) the record of shareholders.
(b) A shareholder may inspect and copy the records 
identified in subsection (a) only if:
   (1) the shareholder's demand is made in good faith and 
for a proper purpose;
   (2) the shareholder describes with reasonable 
particularity the shareholder's purpose and the records the 
shareholder desires to inspect; and
   (3) the records are directly connected with the 
shareholder's purpose.

SECTION 4. The stock transfer books of the corporation may 
from time to time be closed by order of the board of 
directors for any lawful purpose, and for such periods 
consistent with law, but not exceeding seventy days at any 
one time, as the board of directors may deem advisable. In 
lieu of closing the stock transfer books as aforesaid, the 
board of directors may, in its discretion, fix in advance a 
date not exceeding seventy days (or such lesser number of 
days as may in any case be the maximum number allowed under 
any applicable statute) next preceding the date of any 
meeting of shareholders or the date for the payment of any 
dividend or the date for the allotment of rights or the date 
when any change or conversion or exchange of capital stock 
shall go into effect, as the record date for the 
determination of the shareholders entitled to notice of and 
to vote at any such meeting or entitled to receive any such 
dividend or to any such allotment of rights or to exercise 
the rights in respect of any such change, conversion or 
exchange of capital stock; and, in such case, only such 
shareholders as shall be shareholders of record on the date 
so fixed shall be entitled to notice of and to vote at such 
meeting or to receive such payment of dividend or to receive 
such allotment of rights or to exercise such rights as the 
case may be, notwithstanding any transfer of stock on the 
books of the corporation after such record date fixed as 
aforesaid.

SECTION 5. All books and records of the corporation shall be 
kept and maintained in such manner and for such periods as 
required by statute.

ARTICLE VIII.

CHECKS, DRAFTS AND WRITTEN INSTRUMENTS-
STOCK OWNED IN OTHER CORPORATIONS.

SECTION 1. All mortgage bonds and all debentures of the 
corporation shall be signed by the president, an executive 
vice president or a vice president and the secretary or an 
assistant secretary of the corporation, and may have affixed 
thereto the seal of the corporation or a facsimile thereof: 
provided, however, that in any case where there appears on 
such bond or debenture a Trustee's Certificate, which states 
in substance that the bond or debenture is one of the bonds 
or debentures issued under the indenture or supplemental 
indenture described therein and which is manually signed by 
an authorized officer of such trustee, the signatures of the 
aforementioned authorized officers of the corporation on 
such bond or debenture may be a facsimile signature, 
engraved or printed; and provided, further, that in case of 
the issue by the corporation of a bond or debenture with an 
interest coupon or coupons attached thereto such interest 
coupon or coupons shall be signed by the treasurer or an 
assistant treasurer of the corporation and such signature 
may be a facsimile signature, engraved or printed.

SECTION 2. Except as provided in the immediately succeeding 
sentence of this Section 2, all checks, drafts, notes, 
demands or orders for the payment of money of the 
corporation shall be signed by one or more of such officers 
or other employees of this corporation and the signature of 
any such officer or other employee may be a facsimile 
signature, all as the board of directors shall at any time 
and from time to time by resolution or resolutions specify; 
provided, however, that in the cases of drafts not exceeding 
$3,000 for any one such draft, used by this corporation, the 
board of directors may empower the chairman, the president, 
an executive vice president and the vice presidents, or any 
of them, to designate in writing the one or more officers or 
other employees authorized to sign such drafts. To the 
extent that the board of directors may by resolution or 
resolutions authorize from time to time, the signature of 
this corporation on checks of this corporation which are 
used solely for the purpose of transferring funds from the 
account of this corporation in any bank or trust company to 
the account of this corporation in any other bank or trust 
company may be only the printed name of this corporation.

SECTION 3. Except as otherwise provided by these by-laws, 
(i) all deeds and mortgages made by this corporation shall 
be executed in its name by the president, an executive vice 
president, a senior vice president or a vice president and 
shall be attested by the secretary or an assistant 
secretary, and such secretary or assistant secretary shall 
affix the corporate seal thereto, and (ii) all other written 
agreements to which this corporation shall be a party shall 
be executed in its name by the chairman, the president, an 
executive vice president, a senior vice president or a vice 
president, and may be (but need not be) attested by the 
secretary or an assistant secretary who may affix the 
corporate seal thereto. Notwithstanding the immediately 
preceding sentence of this Section 3, written agreements of 
this corporation (other than deeds and mortgages made by 
this corporation), which pertain to the routine operations 
of this corporation and are regularly being made in the 
ordinary course of carrying on such operations, may be 
executed for and on behalf of this corporation by any 
officer or officers of this corporation, or by any other 
agent or agents of this corporation, to the extent that such 
person or persons may, from time to time, be so authorized 
to act by either resolution of the board of directors or by 
written authorization of an officer of this corporation who 
has been authorized by resolution of the board of directors 
to execute such written authorization.

SECTION 4. Subject always to the further orders and 
directions of the board of directors, any share or shares of 
stock issued by any corporation and owned by this 
corporation (including reacquired shares of stock of this 
corporation) may, for sale or transfer, be endorsed in the 
name of this corporation by the chairman, the president, an 
executive vice president, a senior vice president or a vice 
president of this corporation, and said endorsement shall be 
duly attested by the secretary or an assistant secretary of 
this corporation either with or without affixing thereto the 
corporate seal.

SECTION 5. Subject always to the further orders and 
directions of the board of directors, any share or shares of 
stock issued by any other corporation and owned or 
controlled by this corporation may be voted at any 
shareholders' meeting of such other corporation by the 
chairman of this corporation, if he be present, or in his 
absence by the president of this corporation if he be 
present, or in the absence of both such chairman and such 
president by an executive vice president of this corporation 
if he be present, or in the absence of any of such officers 
by any vice president of this corporation who may be 
present. Whenever, in the judgment of the chairman, the 
president, an executive vice president or a vice president 
of this corporation, it is desirable for this corporation to 
execute a proxy or give a shareholder's consent in respect 
of any share or shares of stock issued by any other 
corporation and owned by this corporation, such proxy or 
consent shall be executed in the name of this corporation by 
the chairman, the president, an executive vice president or 
a vice president of this corporation, and shall be attested 
by the secretary or an assistant secretary of this 
corporation under the corporate seal. Any person or persons 
designated in the manner above stated as the proxy or 
proxies of this corporation shall have full right, power and 
authority to vote the share or shares of stock issued by 
such other corporation and owned by this corporation the 
same as such share or shares might be voted by this 
corporation.

ARTICLE IX.
DIVIDENDS.

SECTION 1. Dividends upon the capital stock of the 
corporation, when earned, may be declared by the board of 
directors at any annual, regular or special meeting or by 
any committee thereof. Such dividends may be paid in cash, 
in property or in shares of the capital stock of the 
corporation, in the case of shares with par value at par, 
and in the case of shares without par value at such price as 
may be fixed by the board of directors.

SECTION 2. Before payment of any dividend or before making 
any distribution of profits, there may be set aside out of 
the surplus or net profits of the corporation such sum or 
sums as the board of directors from time to time, in their 
absolute discretion, may deem proper, as a reserve fund to 
meet contingencies, or for equalizing dividends, or for 
repairing or maintaining any property of the corporation, or 
for working capital, or for such other purpose as the board 
of directors shall think conducive to the interests of the 
corporation.

ARTICLE X.
FISCAL YEAR.

SECTION 1. The fiscal year of the corporation shall cover a 
twelve-month period commencing on the first day of such 
month as the board of directors shall, by resolution, 
provide.

ARTICLE XI.
AMENDMENTS.

SECTION 1. These by-laws may be altered, amended or 
repealed, in whole or in part, and new by-laws may be 
adopted, at any annual, regular or special meeting of the 
shareholders of the corporation or at any annual, regular or 
special meeting of the board of directors of the corporation 
by the affirmative vote of a majority of the board of 
directors; provided, however, that the board of directors of 
the corporation may not unilaterally amend any by-laws which 
were amended by the affirmative vote of the shareholders of 
the corporation within the preceding twenty-four months.