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Exhibit 3(ii) By-laws of First Financial Corporation

                                 CODE OF BY-LAWS

                                       OF

                           FIRST FINANCIAL CORPORATION


                                    ARTICLE I
                                     OFFICES

        SECTION 1. Principal Office. The principal office (the "Principal
Office") of First Financial Corporation (the "Corporation") shall be at One
First Financial Plaza, P.O. Box 540, Terre Haute, Indiana 47808, or such other
place as shall be determined by resolution of the Board of Directors of the
Corporation (the "Board").

        SECTION 2. Other Offices. The Corporation may have such other offices at
such other places within or without the State of Indiana as the Board may from
time to time designate, or as the business of the Corporation may require.

                                   ARTICLE II
                                      SEAL

        SECTION 1. Corporate Seal. The corporate seal of the Corporation (the
"Seal") shall be circular in form and shall have inscribed thereon the words
"First Financial Corporation" and "INDIANA." In the center of the seal shall
appear the word "Seal." Use of the Seal or an impression thereof shall not be
required, and shall not affect the validity of any instrument whatsoever.

                                   ARTICLE III
                              SHAREHOLDER MEETINGS

        SECTION 1. Place of Meeting. Every meeting of the shareholders of the
Corporation (the "Shareholders") shall be held at the Principal Office, unless a
different place is specified in the

notice or waiver of notice of such meeting or by resolution of the Board or the
Shareholders, in which event such meeting may be held at the place so specified,
either within or without the State of Indiana.

        SECTION 2. Annual Meeting. The annual meeting of the Shareholders (the
"Annual Meeting") shall be held each year at 11:00 A.M. on the third Wednesday
in April (or, if such day is a legal holiday, on the next succeeding day not a
legal holiday), for the purpose of electing directors of the Corporation
("Directors") and for the transaction of such other business as may legally come
before the Annual Meeting. If for any reason the Annual Meeting shall not be
held at the date and time herein provided, the same may be held at any time
thereafter, or the business to be transacted at such Annual Meeting may be
transacted at any special meeting of the Shareholders (a "Special Meeting")
called for that purpose.

        SECTION 3. Notice of Annual Meeting. Written or printed notice of the
Annual Meeting, stating the date, time and place thereof, shall be delivered or
mailed by the Secretary or an Assistant Secretary


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to each Shareholder of record entitled to notice of such Meeting, at such
address as appears on the records of the Corporation, at least ten and not more
than sixty days before the date of such Meeting.

        SECTION 4. Special Meetings. Special Meetings, for any purpose or
purposes (unless otherwise prescribed by law), may be called by only the
Chairman of the Board of Directors (the "Chairman"), if any, or by the Board,
pursuant to a resolution adopted by a majority of the total number of Directors
of the Corporation, to vote on the business proposed to be transacted thereat.
All requests for Special Meetings shall state the purpose or purposes thereof,
and the business transacted at such Meeting shall be confined to the purposes
stated in the call and matters germane thereto.

        SECTION 5. Notice of Special Meetings. Written or printed notice of all
Special Meetings, stating the date, time, place and purpose or purposes thereof,
shall be delivered or mailed by the Secretary or the President or any Vice
President calling the Meeting to each Shareholder of record entitled to notice
of such Meeting, at such address as appears on the records of the Corporation,
at least ten and not more than sixty days before the date of such Meeting.

        SECTION 6. Waiver of Notice of Meetings. Notice of any Annual or Special
Meeting (a "Meeting") may be waived in writing by any Shareholder, before or
after the date and time of the Meeting specified in the notice thereof, by a
written waiver delivered to the Corporation for inclusion in the minutes or
filing with the corporate records. A Shareholder's attendance at any Meeting in
person or by proxy shall constitute a waiver of (a) notice of such Meeting,
unless the Shareholder at the beginning of the Meeting objects to the holding of
or the transaction of business at the Meeting, and (b) consideration at such
Meeting of any business that is not within the purpose or purposes described in
the Meeting notice, unless the Shareholder objects to considering the matter
when it is presented.

        SECTION 7. Quorum. At any Meeting, the holders of a majority of the
voting power of all shares of the Corporation (the "Shares") issued and
outstanding and entitled to vote at such Meeting, represented in person or by
proxy, shall constitute a quorum for the election of Directors or for the
transaction of other business, unless otherwise provided by law, the Articles of
Incorporation of the Corporation, as the same may, from time to time be amended
(the "Articles"), or this Code of By-Laws, as the same may, from time to time,
be amended (these "By-Laws."). If, however, a quorum shall not be present or
represented at any Meeting, 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 of the date,
time and place of the adjourned Meeting, unless the date of the adjourned
Meeting requires that the Board fix a new record date (the "Record Date")
therefor, in which case notice of the adjourned Meeting shall be given. At such
adjourned Meeting, if a quorum shall be present or represented, any business may
be transacted that might have been transacted at the Meeting as originally
scheduled.

        SECTION 8. Voting. At each Meeting, every Shareholder entitled to vote
shall have one vote for each Share standing in his name on the books of the
Corporation as of the Record Date fixed by the Board for such Meeting, except as
otherwise provided by law or the Articles, and except that no Share shall be
voted at any Meeting upon which any installment is due and unpaid. Voting for
Directors and, upon the demand of any Shareholder, voting upon any question
properly before a Meeting, shall be by ballot. A plurality vote shall be
necessary to elect any Director, and on all other matters, the action or a
question shall be approved if the number of votes cast thereon in favor of the
action or question exceeds the number of votes cast opposing the action or
question, except as otherwise provided by law or the Articles.

        SECTION 9. Shareholder List. The Secretary shall prepare before each
Meeting a complete list of the Shareholders entitled to notice of such Meeting,
arranged in alphabetical order by class of Shares


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(and each series within a class), and showing the address of, and the number of
Shares entitled to vote held by, each Shareholder (the "Shareholder List").
Beginning five business days before the Meeting and continuing throughout the
Meeting, the Shareholder List shall be on file at the Principal Office or at a
place identified in the Meeting notice in the city where the Meeting will be
held, and shall be available for inspection by any Shareholder entitled to vote
at the Meeting. On written demand, made in good faith and for a proper purpose
and describing with reasonable particularity the Shareholder's purpose, and if
the Shareholder List is directly connected with the Shareholder's purpose, a
Shareholder (or such Shareholder's agent or attorney authorized in writing)
shall be entitled to inspect and to copy the Shareholder List, during regular
business hours and at the Shareholder's expense, during the period the
Shareholder List is available for inspection. The original stock register or
transfer book (the "Stock Book"), or a duplicate thereof kept in the State of
Indiana, shall be the only evidence as to who are the Shareholders entitled to
examine the Shareholder List. or to notice of or to vote at any Meeting.

        SECTION 10. Proxies. 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 months from the date of its execution, unless
a shorter or longer time is expressly provided therein.

        SECTION 11. Notice of Shareholder Business. At an Annual Meeting of the
Shareholders, only such business shall be conducted as shall have been properly
brought before the Meeting. To be properly brought before an Annual Meeting,
business must be (a) specified in the notice of Meeting (or any supplement
thereto) given by or at the direction of the Board, (b) otherwise properly
brought before the Meeting by or at the direction of the Board, or (c) otherwise
properly brought before the Meeting by a Shareholder. For business to be
properly brought before an Annual Meeting by a Shareholder, the Shareholder must
have the legal right and authority to make the Proposal for consideration at the
Meeting and 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 120 days prior to the Meeting; provided, however,
that in the event that less than 130 days' notice or prior public disclosure of
the date of the Meeting is given or made to Shareholders (which notice or public
disclosure shall include the date of the Annual Meeting specified in these
By-Laws, if such By-Laws have been filed with the Securities and Exchange
Commission and if the Annual Meeting is held on such date), notice by the
Shareholder to be timely must be so received not later than the close of
business on the 10th day following the day on which such notice of the date of
the Annual Meeting was mailed or such public disclosure was made. A
Shareholder's notice to the Secretary shall set forth as to each matter the
Shareholder proposes to bring before the Annual Meeting (a) 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, (b) the name and record
address of the Shareholders proposing such business, (c) the class and number of
shares of the Corporation which are beneficially owned by the Shareholder, and
(d) any material interest of the Shareholder in such business. Notwithstanding
anything in these By-Laws to the contrary, no business shall be conducted at an
Annual Meeting except in accordance with the procedures set forth in this
Section 11. The Chairman of an Annual Meeting shall, if the facts warrant,
determine and declare to the Meeting that business was not properly brought
before the Meeting and in accordance with the provisions of this Section 11, and
if he should so determine, he shall so declare to the Meeting and any such
business not properly brought before the Meeting shall not be transacted. At any
Special Meeting of the Shareholders, only such business shall be conducted as
shall have been brought before the Meeting by or at the direction of the Board
of Directors.

        SECTION 12. Notice 0f Shareholder Nominees. Only persons who are
nominated in accordance with the procedures set forth in this Section 12 shall
be eligible for election as Directors. Nominations of persons for election to
the Board may be made at a Meeting of Shareholders by or at the direction of the
Board of Directors, by any nominating committee or person appointed by the Board
of Directors or by


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any Shareholder of the Corporation entitled to vote for the election of
Directors at the Meeting who complies with the notice procedures set forth in
this Section 12. 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 120 days prior to the Meeting; provided, however, that
in the event that less than 130 days' notice or prior public disclosure of the
date of the Meeting is given or made to Shareholders (which notice or public
disclosure shall include the date of the Annual Meeting specified in these
By-Laws, if such By-Laws have been filed with the Securities and Exchange
Commission and if the Annual Meeting is held on such date), notice by the
Shareholders to be timely must be so received not later than the close of
business on the 10th day following the day on which such notice of the date of
the Meeting was mailed or such public disclosure was made. Such Shareholder's
notice shall set forth (a) as to each person whom the Shareholder proposes to
nominate for election or re-election as a Director, (i) the name, age, business
address and residence address of such person, (ii) the principal occupation or
employment of such person, (iii) the class and number of shares of the
Corporation which are beneficially owned by such person and (iv) any other
information relating to such person that is required to be disclosed in
solicitations 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
named in the proxy statement as a nominee and to serving as a Director if
elected); and (b) as to the Shareholder giving the notice (i) the name and
record address of such Shareholder and (ii) the class and number of shares of
the Corporation which are beneficially owned by such Shareholder. No person
shall be eligible for election as a Director of the Corporation unless nominated
in accordance with the procedures set forth in this Section 12. The Chairman of
the Meeting shall, if the facts warrant, determine and declare to the Meeting
that a nomination was not made in accordance with the procedures prescribed by
these By-Laws, and if he should so determine, he shall so declare to the Meeting
and the defective nomination shall be disregarded.

                                   ARTICLE IV
                               BOARD OF DIRECTORS

        SECTION 1. Number. The business and affairs of the Corporation shall be
managed by a Board of not less than five (5) nor more than twenty (20)
Directors, as may be specified from time to time by resolution adopted by a
majority of the total number of the Corporation's Directors, divided into three
classes as provided in the Articles. If and whenever the Board of Directors has
not specified the number of Directors, the number shall be fourteen. The Board
may elect or appoint, from among its members, a Chairman of the Board (the
"Chairman") and a Vice Chairman of the Board (the "Vice Chairman"), neither of
whom need not be an officer (an "Officer") or employee of the Corporation. The
Chairman, if elected or appointed, shall preside at all Shareholder Meetings and
Board Meetings and shall have such other powers and perform such other duties as
are incident to such position and as may be assigned by the Board. The Vice
Chairman shall perform such duties when the Chairman is absent.

        SECTION 2. Vacancies and Removal. Any vacancy occurring in the Board
shall be filled as provided in the Articles. Shareholders shall be notified of
any increase in the number of Directors and the name, principal occupation and
other pertinent information about any Director elected by the Board to fill any
vacancy. Any Director, or the entire Board, may be removed from office only as
provided in the Articles.

        SECTION 3. Powers and Duties. In addition to the powers and duties
expressly conferred upon it by law, the Articles or these By-Laws, the Board may
exercise all such powers of the Corporation and do all such lawful acts and
things as are not inconsistent with the law, the Articles or these By-Laws.

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        SECTION 4. Annual Board Meeting. Unless otherwise determined by the
Board, the Board shall meet each year immediately after the Annual Meeting, at
the place where such Meeting has been held, for the purpose of organization,
election of Officers of the Corporation (the "Officers") and consideration of
any other business that may properly be brought before such annual meeting of
the Board (the "Annual Board Meeting"). No notice shall be necessary for the
holding of the Annual Board Meeting. If the Annual Board Meeting is not held as
above provided, the election of Officers may be held at any subsequent duly
constituted meeting of the Board (a "Board Meeting").

        SECTION 5. Regular Board Meetings. Regular meetings of the Board
("Regular Board Meetings") 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 may
determine, without call and without notice.

        SECTION 6. Special Board Meetings. Special meetings of the Board
("Special Board Meetings") may be called at any time or from time to time, and
shall be called on the written request of at least two Directors, by the
Chairman or the President, by causing the Secretary or any Assistant Secretary
to give to each Director, either personally or by mail, telephone, telegraph,
teletype or other form of wire or wireless communication at least two days'
notice of the date, time and place of such Meeting. Special Board Meetings shall
be held at the Principal Office or at such other place, within or without the
State of Indiana, as shall be specified in the respective notices or waivers of
notice thereof.

        SECTION 7. Waiver of Notice and Assent. A Director may waive notice of
any Board Meeting before or after the date and time of the Board Meeting stated
in the notice by a written waiver signed by the Director and filed with the
minutes or corporate records. A Director's attendance at or participation in a
Board Meeting shall constitute a waiver of notice of such Meeting and assent to
any corporate action taken at such Meeting, unless (a) the Director at the
beginning of such Meeting (or promptly upon his arrival) objects to holding of
or transacting business at the Meeting and does not thereafter vote for or
assent to action taken at the Meeting; (b) the Director's dissent or abstention
from the action taken is entered in the minutes of such Meeting; or (c) the
Director delivers written notice of his dissent or abstention to the presiding
Director at such Meeting before its adjournment, or to the Secretary immediately
after its adjournment. The right of dissent or abstention is not available to a
Director who votes in favor of the action taken.

        SECTION 8. Quorum. At all Board Meetings, a majority of the number of
Directors designated for the full Board (the "Full Board") shall be necessary to
constitute a quorum for the transaction of any business, except (a) that for the
purpose of filling of vacancies a majority of Directors then in office shall
constitute a quorum, and (b) that a lesser number may adjourn the Meeting from
time to time until a quorum is present. The act of a majority of the Board
present at a Meeting at which a quorum is present shall be the act of the Board,
unless the act of a greater number is required by law, the Articles or these
By-Laws.

        SECTION 9. Audit and Other Committees of the Board. The Board shall, by
resolution adopted by a majority of the Full Board, designate an Audit Committee
comprised of two or more Directors, which shall have such authority and exercise
such duties as shall be provided by resolution of the Board. The Board may, by
resolution adopted by such majority, also designate other regular or special
committees of the Board ("Committees"), in each case comprised of two or more
Directors and to have such powers and exercise such duties as shall be provided
by resolution of the Board.

        SECTION 10. Resignations. Any Director may resign at any time by giving
written notice to the Board, the Chairman, the President or the Secretary. Any
such resignation shall take effect when delivered unless the notice specifies a
later effective date. Unless otherwise specified in the notice, the acceptance
of such resignation shall not be necessary to make it effective.

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                                    ARTICLE V
                                    OFFICERS

        SECTION 1. Officers. The Officers shall be the President, the Secretary
and the Treasurer, and may include one or more Assistant Secretaries, one or
more Vice Presidents, one or more Assistant Treasurers, a Controller, one or
more Assistant Controllers, and a Chief Credit Officer. Any two or more offices
may be held by the same person. The Board may from time to time elect or appoint
such other Officers as it shall deem necessary, who shall exercise such powers
and perform such duties as may be prescribed from time to time by these By-Laws
or, in the absence of a provision in these By-Laws in respect thereto, as may be
prescribed from time to time by the Board.

        SECTION 2. Election of Officers. The Officers shall be elected by the
Board at the Annual Board Meeting and shall hold office for one year or until
their respective successors shall have been duly elected and shall have
qualified; provided, however, that the Board may at any time elect one or more
persons to new or different offices and/or change the title, designation and
duties and responsibilities of any of the Officers consistent with the law, the
Articles and these By-Laws.

        SECTION 3. Vacancies; Removal. Any vacancy among the Officers may be
filled for the unexpired term by the Board. Any Officer may be removed at any
time by the affirmative vote of a majority of the Full Board.

        SECTION 4. Delegation of Duties. In the case of the absence, disability,
death, resignation or removal from office of any Officer, or for any other
reason that the Board shall deem sufficient, the Board may delegate. for the
time being, any or all of the powers or duties of such Officer to any other
Officer or to any Director.

        SECTION 5. President. The President shall be a Director and, subject to
the control of the Board, shall have general charge of and supervision and
authority over the business and affairs of the Corporation, and shall have such
other powers and perform such other duties as are incident to this office and as
may be assigned to him by the Board. In the case of the absence or disability of
the Chairman or if no Chairman shall be elected or appointed by the Board, the
President shall preside at all Shareholder Meetings and Board Meetings.

        SECTION 6. Vice Presidents. Each of the Vice Presidents, if any, shall
have such powers and perform such duties as may be prescribed for him by the
Board or delegated to him by the President. In the 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 the Executive Vice President, if there be one, and if not, then
by such one of the Vice Presidents as the Board or the President may designate,
or, if there be but one Vice President, then upon such Vice President; and he
shall thereupon, during such period, exercise and perform all of the powers and
duties of the President, except as may be otherwise provided by the Board.

        SECTION 7. Secretary. The Secretary shall have the custody and care of
the Seal, records, minutes and the Stock Book of the Corporation; shall attend
all Shareholder Meetings and Board Meetings, and duly record and keep the
minutes of their proceedings in a book or books to be kept for that purpose;
shall give or cause to be given notice of all Shareholder Meetings and Board
Meetings when such notice shall be required; shall file and take charge of all
papers and documents belonging to the Corporation; and shall have such other
powers and perform such other duties as are incident to the office of secretary
of a business corporation, subject at all times to the direction and control of
the Board and the President.

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        SECTION 8. Assistant Secretaries. Each of the Assistant Secretaries, if
any, shall assist the Secretary in his duties and shall have such other powers
and perform such other duties as may be prescribed for him by the Board or
delegated to him by the President. In case of the absence, disability, death,
resignation or removal from office of the Secretary, his powers and duties
shall, for the time being, devolve upon such one of the Assistant Secretaries as
the Board, the President or the Secretary may designate, or, if there be but one
Assistant Secretary, then upon such Assistant Secretary; and he 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.

        SECTION 9. Treasurer. The Treasurer shall have control over all records
of the Corporation pertaining to moneys and securities belonging to the
Corporation; shall have charge of, and be responsible for, the collection,
receipt, custody and disbursements of funds of the Corporation; shall have the
custody of all securities belonging to the Corporation; shall keep full and
accurate accounts of receipts and disbursements in books belonging to the
Corporation; and shall disburse the funds of the Corporation as may be ordered
by the Board, taking proper receipts or making proper vouchers for such
disbursements and preserving the same at all times during his term of office.
When necessary or proper, he shall endorse on behalf of the Corporation all
checks, notes or other obligations payable to the Corporation or coming into his
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 possession, in the name and the credit of the
Corporation in such depositories as the Board from time to time shall direct or
in the absence of such action by the Board, as may be determined by the
President or any Vice President. If the Board has not elected a Controller or an
Assistant Controller, or in the absence or disability of the Controller and each
Assistant Controller or if, for any reason, a vacancy shall occur in such
offices, then during such period the Treasurer shall have, exercise and perform
all of the powers and duties of the Controller. The Treasurer shall also have
such other powers and perform such other duties as are incident to the office of
treasurer of a business corporation, subject at all times to the direction and
control of the Board and the President.

        If required by the Board, the Treasurer shall give the Corporation a
bond, in such an amount and with such surety or sureties as may be ordered by
the Board, for the faithful performance of the duties of his office and for the
restoration to the Corporation, in case of his death, resignation, retirement or
removal from office, of all books, papers, vouchers, money and other property of
whatever kind in his possession or under his control belonging to the
Corporation.

        SECTION 10. Assistant Treasurers. Each of the Assistant Treasurers, if
any, shall assist the Treasurer in his duties, and shall have such other powers
and perform such other duties as may be prescribed for him by the Board or
delegated to him by the President. In case of the absence, disability, death,
resignation or removal from office of the Treasurer, his powers and duties
shall, for the time being, devolve upon such one of the Assistant Treasurers as
the Board, the President or the Treasurer may designate, or, if there be but one
Assistant Treasurer, then upon such Assistant Treasurer; and he shall thereupon,
during such period, exercise and perform all the powers and duties of the
Treasurer except as may be otherwise provided by the Board. If required by the
Board, each Assistant Treasurer shall likewise give the Corporation a bond, in
such amount and with such surety or sureties as may be ordered by the Board, for
the same purposes as the bond that may be required to be given by the Treasurer.

        SECTION 11. Controller. The Controller, if any, shall have direct
control over all accounting records of the Corporation pertaining to moneys,
properties, materials and supplies, including the bookkeeping and accounting
departments; shall have direct supervision over the accounting records in all
other departments pertaining to moneys, properties, materials and supplies;
shall render to the


<PAGE>

President and the Board, at Regular Board Meetings or whenever the same shall be
required, an account of all his transactions as Controller and of the financial
condition of the Corporation; and shall have such other powers and perform such
other duties as are incident to the office of Controller of a business
corporation, subject at all times to the direction and control of the Board and
the President.

        SECTION 12. Assistant Controllers. Each of the Assistant Controllers, if
any, shall assist the Controller in his duties, and shall have such other powers
and perform such other duties as may be prescribed for him by the Board or
delegated to him by the President. In case of the absence, disability, death,
resignation or removal from office of the Controller, his powers and duties
shall, for the time being, devolve upon such one of the Assistant Controllers as
the Board, the President or the Controller may designate, or, if there be but
one Assistant Controller, then upon such Assistant Controller; and he shall
thereupon, during such period, exercise and perform all the powers and duties of
the Controller, except as may be otherwise provided by the Board.

        SECTION 13. Chief Credit Officer. The Chief Credit Officer shall have
control over all lending operations of the Corporation and shall have such other
powers and perform such other duties as are incident to the Office of Chief
Credit Officer of a business corporation, subject at all times to the direction
and control of the Board and the President.

                                   ARTICLE VI
                             CERTIFICATES FOR SHARES

        SECTION 1. Certificates. Certificates for Shares ("Certificates") shall
be in such form, consistent with law and the Articles, as shall be approved by
the Board. Certificates for each class, or series within a class, of Shares,
shall be numbered consecutively as issued. Each Certificate shall state the name
of the Corporation and that it is organized under the laws of the State of
Indiana; the name of the registered holder; the number and class and the
designation of the series, if any, of the Shares represented thereby; and a
summary of the designations, relative rights, preferences and limitations
applicable to such class and, if applicable, the variations in rights,
preferences and limitations determined for each series and the authority of the
Board to determine such variations for future series; provided, however, that
such summary may be omitted if the Certificate states conspicuously on its front
or back that the Corporation will furnish the Shareholder such information upon
written request and without charge. Each Certificate shall be signed (either
manually or in facsimile) by (i) the President or a Vice President and (ii) the
Secretary or an Assistant Secretary, or by any two or more Officers that may be
designated by the Board, and may have affixed thereto the Seal, which may be a
facsimile, engraved or printed.

        SECTION 2. Record of Certificates. Shares shall be entered in the Stock
Book as they are issued, and shall be transferable on tt1e Stock Book by the
holder thereof in person, or by his attorney duly authorized thereto in writing,
upon the surrender of the outstanding Certificate therefor properly endorsed.

        SECTION 3. Lost or Destroyed Certificates. Any person claiming a
Certificate to be lost or destroyed shall make affidavit or affirmation of that
fact and, if the Board or the President shall so require, shall give the
Corporation and/or the transfer agents and registrars, if they shall so require,
a bond of indemnity, in form and with one or more sureties satisfactory to the
Board or the President and/or the transfer agents and registrars, in such amount
as the Board or the President may direct and/or the transfer agents and
registrars may require, whereupon a new Certificate may be issued of the same
tenor and for the same number of Shares as the one alleged to be lost or
destroyed.

        SECTION 4. Shareholder Addresses. 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,



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and in default thereof notices may be addressed to him at his last known address
or at the Principal Office.

                                   ARTICLE VII
                           CORPORATE BOOKS AND RECORDS

        SECTION 1. Places of Keeping. Except as otherwise provided by law, the
Articles or these By-Laws, the books and records of the Corporation (including
the "Corporate Records," as defined in the Articles) may be kept at such place
or places, within or without die State of Indiana, as the Board may from time to
time by resolution determine or, in the absence of such determination by the
Board, as shall be determined by the President.

        SECTION 2. Stock Book. The Corporation shall keep at the Principal
Office the original Stock Book or a duplicate thereof, or, in case the
Corporation employs a stock registrar or transfer agent within or without the
State of Indiana, another record of the Shareholders in a form that permits
preparation of a list of the names and addresses of all the Shareholders, in
alphabetical order by class of Shares, stating the number and class of Shares
held by each Shareholder (the "Record of Shareholders").

        SECTION 3. Inspection of Corporate Records. Any Shareholder (or the
Shareholder's agent or attorney authorized in writing) shall be entitled to
inspect and copy at his expense, after giving the Corporation at least five
business days' written notice of his demand to do so, the following Corporate
Records: (1) the Articles; (2) these By-Laws; (3) minutes of all Shareholder
Meetings and records of all actions taken by the Shareholders without a meeting
(collectively, "Shareholders Minutes") for the prior three years; (4) all
written communications by the Corporation to the Shareholders including the
financial statements furnished by the Corporation to the Shareholders for the
prior three years; (5) a list of the names and business addresses of the current
Directors and the current Officers; and (6) the most recent Annual Report of the
Corporation as filed with the Secretary of State of Indiana. Any Shareholder (or
the Shareholder's agent or attorney authorized in writing) shall also be
entitled to inspect and copy at his expense, after giving the Corporation at
least five business days' written notice of his demand to do so, the following
Corporate Records, if his demand is made in good faith and for a proper purpose
and describes with reasonable particularity his purpose and the records he
desires to inspect, and the records are directly connected with his purpose: (1)
to the extent not subject to inspection under the previous sentence,
Shareholders Minutes, excerpts from minutes of Board Meetings and of Committee
meetings, and records of any actions taken by the Board or any Committee without
a meeting; (2) appropriate accounting records of the Corporation; and (3) the
Record of Shareholders.

        SECTION 4. Record Date. The Board may, in its discretion, fix in advance
a Record Date not more than seventy days before the date (a) of any Shareholder
Meeting, (b) for the payment of any dividend or the making of any other
distribution, (c) for the allotment of rights, or (d) when any change or
conversion or exchange of Shares shall go into effect. If the Board fixes a
Record Date, then only Shareholders who are Shareholders of record on such
Record Date shall be entitled (a) to notice of and/or to vote at any such
Meeting, (b) to receive any such dividend or other distribution, (c) to receive
any such allotment of rights, or (d) to exercise the rights in respect of any
such change, conversion or exchange of Shares, as the case may be,
notwithstanding any transfer of Shares on the Stock Book after such Record Date.

        SECTION 5. Transfer Agents; Registrars. The Board may appoint one or
more transfer agents and registrars for its Shares and may require all
Certificates to bear the signature either of a transfer agent or of a registrar,
or both.


<PAGE>
                                  ARTICLE VIII
                    CHECKS, DRAFTS, DEEDS AND SHARES OF STOCK

        SECTION 1. Checks, Drafts, Notes, Etc. All checks, drafts, notes or
orders for the payment of money of the Corporation shall, unless otherwise
directed by the Board or otherwise required by law, be signed by one or more
Officers as authorized in writing by the President. In addition, the President
may authorize any one or more employees of the Corporation ("Employees") to sign
checks, drafts and orders for the payment of money not to exceed specific
maximum amounts as designated in writing by the President for any one check,
draft or order. When so authorized by the President, the signature of any such
Officer or Employee may be a facsimile signature.

        SECTION 2. Deeds, Notes, Bonds, Mortgages, Contracts, Etc. All deeds,
notes, bonds and mortgages made by the Corporation, and all other written
contracts and agreements, other than those executed in the ordinary course of
corporate business, to which the Corporation shall be a party, shall be executed
in its name by the President, a Vice President or any other Officer so
authorized by the Board and, when necessary or required, the Secretary or an
Assistant Secretary shall attest the execution thereof. All written contracts
and agreements into which the Corporation enters in the ordinary course of
corporate business shall be executed by any Officer or by any other Employee
designated by the President or a Vice President to execute such contracts and
agreements.

        SECTION 3. Sale or Transfer of Stock. Subject always to the further
orders and directions of the Board, any share of stock issued by any corporation
and owned by the Corporation (including reacquired Shares of the Corporation)
may, for sale or transfer, be endorsed in the name of the Corporation by the
President or a Vice President, and said endorsement shall be duly attested by
the Secretary or an Assistant Secretary either with or without affixing thereto
the Seal.

        SECTION 4. Voting of Stock of Other Corporations. Subject always to the
further orders and directions of the Board, any share of stock issued by any
other corporation and owned or controlled by the Corporation (an "Investment
Share") may be voted at any shareholders' meeting of such other corporation by
the President or by a Vice President. Whenever, in the judgment of the
President, it is desirable for the Corporation to execute a proxy or give a
shareholder's consent in respect of any Investment Share, such proxy or consent
shall be executed in the name of the Corporation by the President or a Vice
President, and, when necessary or required, shall be attested by the Secretary
or an Assistant Secretary either with or without affixing thereto the Seal. Any
person or persons designated in the manner above stated as the proxy or proxies
of the Corporation shall have. full right, power and authority to vote an
Investment Share the same as such Investment Share might be voted by the
Corporation.

                                   ARTICLE IX
                                   FISCAL YEAR

        SECTION 1. Fiscal Year. The Corporation's fiscal year shall begin on
January 1 of each year and end on December 31 of the same year.

                                    ARTICLE X
                                   AMENDMENTS

        SECTION 1. Amendments. These By-Laws may be altered, amended or
repealed, in whole or in part, and new By-Laws may be adopted, at any Board
Meeting by the affirmative vote of a majority of the Full Board.