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                                                                       EXHIBIT 3







                               GUIDANT CORPORATION







                                     BY-LAWS

                              (AS AMENDED 02/21/00)




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                               GUIDANT CORPORATION

                                     BY-LAWS

                                      INDEX

                                    ARTICLE I

                                  SHAREHOLDERS

                                                                         PAGE

 Section 1.0.         Annual Meetings......................................1
 Section 1. 1.        Special Meetings ....................................1
 Section 1.2.         Time and Place of Meetings ..........................1
 Section 1.3.         Notice of Meetings ..................................1
 Section 1.4.         Quorum ..............................................1
 Section 1.5.         Voting ..............................................1
 Section 1.6          Voting Lists ........................................2
 Section 1.7.         Fixing of Record Date ...............................2
 Section 1.8.         Notice of Shareholder Business.......................2

                                   ARTICLE II

                               BOARD OF DIRECTORS

 Section 2.0.         General Powers ......................................3
 Section 2.1.         Number and Qualifications ...........................3
 Section 2.2.         Classes of Directors and Terms ......................3
 Section 2.3.         Election of Directors ...............................3
 Section 2.4.         Meetings of Directors ...............................4
 Section 2.5.         Quorum and Manner of Acting .........................5
 Section 2.6          Resignations ........................................5
 Section 2.7.         Removal of Directors ................................5
 Section 2.8.         Action without a Meeting ............................5
 Section 2.9.         Attendance and Failure to Object ....................5
 Section 2.10.        Special Standing Committees .........................5
 Section 2.11.        Transactions with Corporation .......................5
 Section 2.12.        Compensation of Directors ...........................6


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                                   ARTICLE III

                                    OFFICERS

 Section 3.0.         Officers, General Authority and Duties...............7
 Section 3.1.         Election, Term of Office, Qualifications ............7
 Section 3.2.         Other Officers, Election or Appointment .............7
 Section 3.3.         Resignation .........................................7
 Section 3.4.         Removal .............................................7
 Section 3.5.         Vacancies ...........................................7
 Section 3.6          Chairman of the Board ...............................7
 Section 3.7.         President ...........................................8
 Section 3.8.         Vice Presidents .....................................8
 Section 3.9.         Secretary ...........................................8
 Section 3.10.        Assistant Secretaries ...............................8
 Section 3.11.        Chief Financial Officer .............................8
 Section 3.12.        Treasurer ...........................................9
 Section 3.13.        Assistant Treasurers.................................9
 Section 3.14.        Chief Accounting Officer.............................9
 Section 3.15.        General Counsel......................................10
 Section 3.16.        Other Officers or Agents.............................10
 Section 3.17.        Compensation.........................................10
 Section 3.18.        Surety Bonds.........................................10

                                   ARTICLE IV

                      EXECUTION OF INSTRUMENTS AND DEPOSIT
                               OF CORPORATE FUNDS

 Section 4.0.         Execution of Instruments Generally...................10
 Section 4.1.         Notes, Checks, Other Instruments.....................10
 Section 4.2.         Proxies..............................................10

                                    ARTICLE V

                                     SHARES

 Section 5.0.         Certificates for Shares..............................11
 Section 5.1.         Transfer of Shares...................................11
 Section 5.2.         Regulations..........................................11
 Section 5.3.         Transfer Agents and Registrars.......................11
 Section 5.4.         Lost or Destroyed Certificates.......................11
 Section 5.5.         Redemption of Shares Acquired in Control Share
                       Acquisitions........................................12



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                                   ARTICLE VI

                                  MISCELLANEOUS

 Section 6.0.         Corporate Seal.......................................12
 Section 6.1.         Fiscal Year..........................................12
 Section 6.2.         Amendment of By-laws.................................12


















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                                     BY-LAWS

                                       OF

                               GUIDANT CORPORATION
                            (AN INDIANA CORPORATION)

                                    ARTICLE I

                                  SHAREHOLDERS

         SECTION 1.0. Annual Meetings. The annual meeting of the shareholders of
the Corporation for the election of directors and for the transaction of such
other business as properly may come before the meeting shall be held on such
date as the Board of Directors shall set.

         SECTION 1.1. Special Meetings. Special meetings of the shareholders may
be called at any time by the Board of Directors, the Chairman of the Board of
Directors, or the President. Shareholders shall not have the right to call
special meetings.

         SECTION 1.2. Time and Place of Meetings. Each meeting of the
shareholders shall be held at such time of day and place, either within or
without the State of Indiana, as shall be determined by the Board of Directors.
Each adjourned meeting of the shareholders shall be held at such time and place
as may be provided in the motion for adjournment.

         SECTION 1.3. Notice of Meetings. The Secretary shall cause a written or
printed notice of the place, day and hour and the purpose or purposes of each
meeting of the shareholders to be delivered or mailed at least ten (10) but not
more than sixty (60) days prior to the meeting, to each shareholder of record
entitled to vote at the meeting, at the shareholder's post office address as the
same appears on the records maintained by the Corporation. Notice of any such
shareholders meeting may be waived by any shareholder by delivering a written
waiver to the Secretary before or after such meeting. Attendance at any meeting
in person or by proxy when the instrument of proxy sets forth in reasonable
detail the purpose or purposes for which the meeting is called, shall constitute
a waiver of notice thereof. Notice of any adjourned meeting of the shareholders
of the Corporation shall not be required to be given unless otherwise required
by statute.

         SECTION 1.4. Quorum. At any meeting of the shareholders a majority of
the outstanding shares entitled to vote on a matter at such meeting, represented
in person or by proxy, shall constitute a quorum for action on that matter. In
the absence of a quorum, the holders of a majority of the shares entitled to
vote present in person or by proxy, or, if no shareholder entitled to vote is
present in person or by proxy, any officer entitled to preside at or act as
Secretary of such meeting, may adjourn such meeting from time to time, until a
quorum shall be present. At any such adjourned meeting at which a quorum may be
present any business may be transacted which might have been transacted at the
meeting as originally called.

         SECTION 1.5. Voting. Except as otherwise provided by statute or by the
Articles of Incorporation, at each meeting of the shareholders each holder of
shares entitled to vote shall have the right to one vote for each share standing
in the shareholder's name on the books of the Corporation on the record date
fixed for the meeting under Section 1.7. Each shareholder entitled to vote shall
be entitled to vote in person, by proxy executed in writing (which shall include
telegraphing, cabling or facsimile transmission) by the shareholder or a duly
authorized attorney in fact, or by proxy voted through electronic voting methods
(which shall include by telephone and by the Internet). Except as otherwise
specifically required by the Articles of Incorporation, these By-Laws, or by
statute, the vote of


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shareholders approving any matter shall require that the votes cast in favor of
the matter exceed the votes cast opposing the matter at a meeting at which a
quorum is present. In the event that more than one group of shares is entitled
to vote as a separate voting group, the vote of each group shall be considered
and decided separately.

         SECTION 1.6. Voting Lists. The Secretary shall make or cause to be
made, after a record date for a meeting of shareholders has been fixed under
Section 1.7 and at least five (5) business days before such meeting, a complete
list of the shareholders entitled to vote at such meeting, arranged in
alphabetical order, with the address of each such shareholder and the 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
entitled to vote at the meeting. Such list shall be produced and kept open at
the time and place of the meeting and subject to the inspection of any such
shareholder during the holding of such meeting or any adjournment. Except as
otherwise required by law, such list shall be the only evidence as to who are
the shareholders entitled to vote at any meeting of the shareholders. In the
event that more than one group of shares is entitled to vote as a separate
voting group at the meeting, there shall be a separate listing of the
shareholders of each group.

         SECTION 1.7. Fixing of Record Date. For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, or entitled to receive payment of any dividend, or in
order to make a determination of shareholders for any other proper purpose, the
Board of Directors shall fix in advance a date as the record date for any such
determination of shareholders, not more than seventy (70) days prior to the date
on which the particular action requiring this determination of shareholders is
to be taken. When a determination of shareholders entitled to vote at any
meeting of shareholders has been made as provided in this section, the
determination shall, to the extent permitted by law, apply to any adjournment
thereof. However, if any meeting of shareholders is adjourned to a date more
than 120 days from the original meeting date, the Board of Directors shall fix a
new date as the record date for purposes of determining shareholders.

         SECTION 1.8. 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 of Directors, (b)
otherwise properly brought before the meeting by or at the direction of the
Board of Directors, 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 shall be delivered to or mailed and received at
the principal executive offices of the Corporation not less than 60 days prior
to the meeting; provided, however, that in the event that less than 70 days
notice or prior public disclosure of the date of the 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 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 shareholder proposing such business, (c) the class and
number of shares of the Corporation's capital stock which are beneficially owned
by such shareholder, and (d) any material interest of such 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 1.8. 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 in accordance with the provisions of this
Section 1.8., and if he or she should so determine, he or


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she 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.

                                   ARTICLE II

                               BOARD OF DIRECTORS

         SECTION 2.0. General Powers. The property, affairs and business of the
Corporation shall be managed under the direction of the Board of Directors.

         SECTION 2.1. Number and Qualifications. The number of directors which
shall constitute the whole Board of Directors shall be eight (8), which number
may be either increased or diminished by resolution adopted by not less than a
majority of the directors then in office; provided that the number may not be
less than seven (7) or more than 19, and no reduction in number shall have the
effect of shortening the term of any incumbent director. Neither ownership of
stock of the Corporation nor residence in the State of Indiana shall be required
as a qualification for a director.

         SECTION 2.2. Classes of Directors and Terms. The directors shall be
divided into three classes as nearly equal in number as possible. Except as
provided in Article 5 of the Articles of Incorporation fixing one, two, and
three year terms for the initial classified board, each class of directors shall
be elected for a term of three (3) years. In the event of vacancy, either by
death, resignation, or removal of a director, or by reason of an increase in the
number of directors, each replacement or new director shall serve for the
balance of the term of the class of the director he or she succeeds or, in the
event of an increase in the number of directors, of the class to which he or she
is assigned. All directors elected for a term shall continue in office until the
election and qualification of their respective successors, their death, their
resignation in accordance with Section 2.6, their removal in accordance with
Section 2.7, or if there has been a reduction in the number of directors and no
successor is to be elected, until the end of the term.

         SECTION 2.3. Election of Directors.

         a. Election at Annual Meeting. At each annual meeting of shareholders,
the class of directors to be elected at the meeting shall be chosen by a
plurality of the votes cast by the holders of shares entitled to vote in the
election at the meeting, provided a quorum is present. The election of directors
by the shareholders shall be by written ballot if directed by the chairman of
the meeting or if the number of nominees exceeds the number of directors to be
elected.

         b. Notice of Shareholder Nominees. Only persons who are nominated in
accordance with the procedures set forth in this Section 2.3(b) shall be
eligible for election as Directors. Nominations of persons for election to the
Board of Directors 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 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 2.3(b). Such nominations, other
than those made by or at the direction of the Board of Directors, 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 60 days prior
to the meeting; provided, however, that in the event that less than 70 days
notice or prior public disclosure of the date of the 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 10th day following the date on which
such notice of the date of the meeting was mailed or such public disclosure was
made. A shareholder's notice to the Secretary shall set forth (a) as to each
person whom the shareholder proposes to nominate for election or



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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's capital stock
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's
capital stock 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 2.3(b). The Chairman of
the meeting shall, if the facts warrant, determine and declare to the meeting
that a nomination was not so declared in accordance with the procedures
prescribed by these By-laws, and if he or she should so determine, he or she
shall so declare to the meeting and the defective nomination shall be
disregarded.

         C. Vacancies. Any vacancy on the Board of Directors shall be filled by
the affirmative vote of a majority of the remaining directors.

         SECTION 2.4. Meetings of Directors.

         a. Annual Meeting. Unless otherwise provided by resolution of the Board
of Directors, the annual meeting of the Board of Directors shall be held at the
place of and immediately following the annual meeting of shareholders, for the
purpose of organization, the election of officers and the transaction of such
other business as properly may come before the meeting. No notice of the meeting
need be given.

         b. Regular Meetings. The Board of Directors by resolution may provide
for the holding of regular meetings and may fix the times and places (within or
outside the State of Indiana) at which those meetings shall be held. Notice of
regular meetings need not be given. Whenever the time or place of regular
meetings shall be fixed or changed, notice of this action shall be mailed
promptly to each director not present when the action was taken, addressed to
the director at his or her residence or usual place of business.

         C. Special Meetings. Special meetings of the Board of Directors may be
called by the Chairman of the Board or the President and shall be called by the
Secretary at the request of any three (3) directors. Except as otherwise
required by statute, notice of each special meeting shall be mailed to each
director at his or her residence or usual place of business at least two (2)
days before the day on which the meeting is to be held, or shall be sent to the
director at such place by telegram, facsimile transmission, or cable, or
telephoned or personally delivered, not later than the day before the day on
which the meeting is to be held. The notice shall state the time and place
(which may be within or outside the State of Indiana) of the meeting but, unless
otherwise required by statute, the Articles of Incorporation or these By-laws,
need not state the purposes thereof.

         d. Waiver of Notice. Notice of any meeting need not be given to any
director, however, who shall attend the meeting, or who shall waive notice
thereof, before, at the time of, or after the meeting, in a writing signed by
the director and delivered to the Corporation. No notice need be given of any
meeting at which every member of the Board of Directors shall be present.

         SECTION 2.5. Quorum and Manner of Acting. A majority of the actual
number of directors established pursuant to Section 2.1, from time to time,
shall be necessary to constitute a quorum for the



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transaction of any business except the filling of vacancies on the Board of
Directors under Section 2.3 or voting on a conflict of interest transaction
under Section 2.11. The act of a majority of the 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 statute, by the Articles of
Incorporation, or by these By-laws. Under the provisions of Article 6 of the
Articles of Incorporation, certain actions by the Board of Directors therein
specified require not only approval by the Board of Directors, but also approval
by a majority of the Continuing Directors, as therein defined. Any or all
directors may participate in a meeting of the Board of Directors by means of a
conference telephone or similar communications equipment by which all persons
participating in the meeting may simultaneously hear each other, and
participation in this manner shall constitute presence in person at the meeting.
In the absence of a quorum, a majority of the directors present may adjourn the
meeting from time to time until a quorum shall be present. No notice of any
adjourned meeting need be given.

         SECTION 2.6. Resignations. Any director may resign at any time by
giving written notice of resignation to the Board of Directors, the Chairman of
the Board, the President, or the Secretary. Unless otherwise specified in the
written notice, the resignation shall take effect upon receipt thereof.

         SECTION 2.7. Removal of Directors. Any director may be removed from
office at any time, with or without cause, but only upon the affirmative vote of
at least 80% of the votes entitled to be cast by holders of all of the
outstanding shares of Voting Stock (as defined in Article 6 of the Articles of
Incorporation), voting together as a single class.

         SECTION 2.8. Action without a Meeting. Any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting, if taken by all members of the Board of
Directors or such committee, as the case may be, evidenced by a written consent
signed by all such members and effective on the date, either prior or subsequent
to the date of the consent, specified in the written consent, or if no effective
date is specified in the written consent, the date on which the consent is filed
with the minutes of proceedings of the Board of Directors or committee.

         SECTION 2.9. Attendance and Failure to Object. A director, who is
present at a meeting of the Board of Directors, at which action on any corporate
matter is taken, shall be presumed to have assented to the action taken, unless
(a) the director's dissent shall be entered in the minutes of the meeting, (b)
the director shall file a written dissent to such action with the Secretary of
the meeting before adjournment thereof, or (c) the director shall forward such
dissent by registered mail to the Secretary immediately after adjournment of the
meeting. The right of dissent provided for by the preceding sentence shall not
be available, in respect of any matter acted upon at any meeting, to a director
who voted in favor of such action.

         SECTION 2.10. Special Standing Committees. The Board of Directors, by
resolution adopted by a majority of the actual number of directors elected and
qualified, may designate from among its members one or more committees. Such
committees shall have those powers of the Board of Directors which may by law be
delegated to such committees and are specified by resolution of the Board of
Directors.

         SECTION 2.11. Transactions with Corporation.

         a. Conflict of Interest Transaction. A conflict of interest transaction
is a transaction with the Corporation in which a Director of the Corporation has
a direct or indirect interest. A conflict of interest transaction is not
voidable by the Corporation solely because of the Director's interest in the
transaction if any one (1) of the following is true:



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             (i) The material facts of the transaction and the Director's
             interest were disclosed or known to the Board of Directors or a
             Committee of the Board of Directors and the Board of Directors or
             committee authorized, approved, or ratified the transaction.

             (ii) The material facts of the transaction and the Director's
             interest were disclosed or known to the shareholders entitled to
             vote and they authorized, approved, or ratified the transaction.

             (iii) The transaction was fair to the Corporation.

         b. Indirect Interest. For purposes of this Section 2.11, a Director of
the Corporation has an indirect interest in a transaction if:

             (i) Another entity in which the Director has a material financial
             interest or in which the Director is a general partner is a party
             to the transaction; or

             (ii) Another entity of which the Director is a director, officer,
             or trustee is a party to the transaction and the transaction is, or
             is required to be, considered by the Board of Directors of the
             Corporation.

         C. Action by the Board of Directors. For purposes of Section
2.11(a)(i), a conflict of interest transaction is authorized, approved, or
ratified if it receives the affirmative vote of a majority of the Directors on
the Board of Directors (or on the committee) who have no direct or indirect
interest in the transaction, but a transaction may not be authorized, approved,
or ratified under this section by a single Director. If a majority of the
Directors who have no direct or indirect interest in the transaction vote to
authorize, approve, or ratify the transaction, a quorum shall be deemed present
for the purpose of taking action under this section. The presence of, or a vote
cast by, a Director with a direct or indirect interest in the transaction does
not affect the validity of any action taken under Section 2.11(a)(1), if the
transaction is otherwise authorized, approved, or ratified as provided in such
subsection.

         d. Action by Shareholders. For purposes of Section 2.11(a)(ii), a
conflict of interest transaction is authorized, approved, or ratified if it
receives the affirmative vote of the holders of shares representing a majority
of the votes entitled to be cast. Shares owned by or voted under the control of
a Director who has a direct or indirect interest in the transaction, and shares
owned by or voted under the control of an entity described in Section 2.11(b)
may be counted in such a vote of shareholders.

         SECTION 2.12. Compensation of Directors. The Board of Directors is
empowered and authorized to fix and determine the compensation of directors and
additional compensation for such additional services any of such directors may
perform for the Corporation.



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                                   ARTICLE III

                                    OFFICERS

         SECTION 3.0. Officers, General Authority and Duties. The officers of
the Corporation shall be a Chairman of the Board, a President, a Chief Financial
Officer, one (1) or more Vice Presidents, a Secretary, a Treasurer, a Chief
Accounting Officer, a General Counsel, and such other officers as may be elected
or appointed in accordance with the provisions of Section 3.2. Any two (2) or
more offices may be held by the same person. All officers and agents of the
Corporation, as between themselves and the Corporation, shall have such
authority and perform such duties in the management of the Corporation as may be
provided in the By-laws or as may be determined by resolution of the Board of
Directors not inconsistent with the Bylaws.

         SECTION 3.1. Election, Term of Office, Qualifications. Each officer
(except such officers as may be appointed in accordance with the provisions of
Section 3.2) shall be elected by the Board of Directors at each annual meeting.
Each such officer (whether elected at an annual meeting of the Board of
Directors or to fill a vacancy or otherwise) shall hold office until the
officer's successor is chosen and qualified, or until death, or until the
officer shall resign in the manner provided in Section 3.3 or be removed in the
manner provided in Section 3.4. The Chairman of the Board and the President
shall be chosen from among the directors. Any other officer may but need not be
a director of the Corporation. Election or appointment of an officer or agent
shall not of itself create contract rights.

         SECTION 3.2. Other Officers, Election or Appointment. The Board of
Directors from time to time may elect such other officers or agents (including
one or more Assistant Vice Presidents, one or more Assistant Secretaries, one or
more Assistant Treasurers, a Controller, and one or more Assistant Controllers)
as it may deem necessary or advisable. The Board of Directors may delegate to
any officer the power to appoint any such officers or agents and to prescribe
their respective terms of office, powers and duties.

         SECTION 3.3. Resignation. Any officer may resign at any time by giving
written notice of such resignation to the Board of Directors, the Chairman of
the Board, the President or the Secretary of the Corporation. Unless otherwise
specified in such written notice, such resignation shall take effect upon
receipt thereof and unless otherwise specified in it, the acceptance of the
resignation shall not be necessary to make it effective.

         SECTION 3.4. Removal. The officers specifically designated in Section
3.0 may be removed, either for or without cause, at any meeting of the Board of
Directors called for the purpose, by the vote of a majority of the actual number
of directors elected and qualified. The officers and agents elected or appointed
in accordance with the provisions of Section 3.2 may be removed, either for or
without cause, at any meeting of the Board of Directors at which a quorum be
present, by the vote of a majority of the directors present at such meeting, by
any superior officer upon whom such power of removal shall have been conferred
by the Board of Directors, or by any officer to whom the power to appoint such
officer has been delegated by the Board of Directors pursuant to Section 3.2.
Any removal shall be without prejudice to the contract rights, if any, of the
person so removed.

         SECTION 3.5. Vacancies. A vacancy in any office by reason of death,
resignation, removal, disqualification or any other cause, may be filled by the
Board of Directors or by an officer authorized under Section 3.2 to appoint to
such office.

         SECTION 3.6. Chairman of the Board of Directors. The Chairman of the
Board shall, subject to the control of the Board of Directors, have general
supervision over the management and direction of the


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business of the Corporation. He or she shall see that all orders and resolutions
of the Board of Directors are carried into effect. The Chairman of the Board
shall preside at all meetings of the shareholders and of the Board of Directors
if present and shall have such powers and perform such duties as are assigned to
him by the By-laws and by the Board of Directors. He or she shall, in the
absence or incapacity of the President, perform all the duties and the functions
and exercise the powers of the President. The Chairman shall be chosen by the
Board of Directors at each annual meeting from among the directors and shall
serve until a successor is chosen and qualified, or until resignation or death.

         SECTION 3.7. President. The President shall be the Chief Executive
Officer of the Corporation and shall have such powers and perform such duties as
are assigned to him or her by the By-laws, the Chairman of the Board, or the
Board of Directors. The President shall, in the absence or incapacity of the
Chairman of the Board, perform all the duties and functions and exercise the
powers of the Chairman of the Board.

         SECTION 3.8. Vice Presidents. Each Vice President shall perform such
duties and have such powers as may be assigned to him or her by the Chairman of
the Board, the President or the Board of Directors. In the case of the death or
incapacity of the Chairman of the Board and the President, the Vice Presidents,
shall, in the order of their seniority in office as Vice Presidents, perform the
duties and exercise the powers of the President.

         SECTION 3.9. Secretary. The Secretary shall:

         (a) record all the proceedings of the meetings of the shareholders and
Board of Directors in books to be kept for such purposes;

         (b) cause all notices to be duly given in accordance with the
provisions of these By-laws and as required by statute;

         (c) subject to the provisions of Section 5.0, sign certificates
representing shares of the Corporation, the issuance of which shall have been
authorized by the Board of Directors; and

         (d) in general, perform all duties incident to the office of Secretary
and such other duties as are given to the Secretary by these By-laws or as may
be assigned to him or her by the Chairman of the Board, the President or the
Board of Directors.

         SECTION 3.10. Assistant Secretaries. Each Assistant Secretary shall
assist the Secretary in his or her duties, and shall perform such other duties
as the Board of Directors may from time to time prescribe or the Chairman of the
Board or the President may from time to time delegate. At the request of the
Secretary, any Assistant Secretary may temporarily act in the Secretary's place
in the performing of part or all of the duties of the Secretary. In the case of
the death of the Secretary, or in the case of the Secretary's absence or
inability to act without having designated an Assistant Secretary to act
temporarily in his or her place, the Assistant Secretary who is to perform the
duties of the Secretary shall be designated by the Chairman of the Board, the
President or the Board of Directors.

         SECTION 3.11. Chief Financial Officer. The Chief Financial Officer
shall:

         (a) have supervision over and be responsible for the funds, securities,
receipts, and disbursements of the Corporation;




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<PAGE>   13
         (b) cause to be kept at the principal office of the Corporation and
preserved for review as required by law or regulation records of financial
transactions and correct books of account using appropriate accounting
principles;

         (c) be responsible for the establishment of adequate internal control
over the transactions and books of account of the Corporation;

         (d) be responsible for rendering to the proper officers and the Board
of Directors upon request, and to the shareholders and other parties as required
by law or regulation, financial statements of the Corporation; and

         (e) in general perform all duties incident to the office and such other
duties as are given by the By-laws or as may be assigned by the President or the
Board of Directors.

         SECTION 3.12. Treasurer. The Treasurer shall:

         (a) have charge of the funds, securities, receipts and disbursements of
the Corporation;

         (b) cause the moneys and other valuable effects of the Corporation to
be deposited in the name and to the credit of the Corporation in such banks or
trust companies or with such bankers or other depositories as shall be selected
in accordance with resolutions adopted by the Board of Directors;

         (c) cause the funds of the Corporation to be disbursed from the
authorized depositories of the Corporation, and cause to be taken and preserved
proper records of all moneys disbursed; and

         (d) in general, perform all duties incident to the office of Treasurer
and such other duties as are given to the Treasurer by the By-laws or as may be
assigned to him or her by the Chairman of the Board, the President, the Chief
Financial Officer, or the Board of Directors.

         SECTION 3.13. Assistant Treasurers. Each Assistant Treasurer shall
assist the Treasurer in his or her duties, and shall perform such other duties
as the Board of Directors may from time to time prescribe or the Chairman of the
Board or the President may from time to time delegate. At the request of the
Treasurer, any Assistant Treasurer may temporarily act in the Treasurer's place
in performing part or all of the duties of the Treasurer. In the case of the
death of the Treasurer, or in the case of the Treasurer's absence or inability
to act without having designated an Assistant Treasurer to act in his or her
place, the Assistant Treasurer who is to perform the duties of the Treasurer
shall be designated by the Chairman of the Board, the President or the Board of
Directors.

         SECTION 3.14. Chief Accounting Officer. The Chief Accounting Officer
shall:

         (a) keep full and accurate accounts of all assets, liabilities,
commitments, revenues, costs and expenses, and other financial transactions of
the Corporation in books belonging to the Corporation, and conform them to sound
accounting principles with adequate internal control;

         (b) cause regular audits of these books and records to be made;

         (c) see that all expenditures are made in accordance with procedures
duly established, from time to time, by the Corporation;



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<PAGE>   14
         (d) render financial statements upon the request of the Board of
Directors, and a full financial report prior to the annual meeting of
shareholders, as well as such other financial statements as are required by law
or regulation; and

         (e) in general, perform all the duties ordinarily connected with the
office of Chief Accounting Officer and such other duties as may be assigned to
him or her by the Chairman of the Board, the President, the Chief Financial
Officer, or the Board of Directors.

         SECTION 3.15. General Counsel. The Board of Directors shall appoint a
general counsel who shall have general control of all matters of legal import
concerning the Corporation.

         SECTION 3.16. Other Officers or Agents. Any other officers or agents
elected or appointed pursuant to Section 3.2 shall have such duties and
responsibilities as may be fixed from time to time by the By-laws or as may be
assigned to them by the Chairman of the Board, the President or the Board of
Directors.

         SECTION 3.17. Compensation. The compensation of executive officers of
the Corporation shall be fixed from time to time by a Compensation Committee
established pursuant to the procedures set forth in Section 2.10. No employee
shall be prevented from receiving such compensation by reason of being a
director of the Corporation.

         SECTION 3.18. Surety Bonds. In case the Board of Directors shall so
require, any officer or agent of the Corporation shall execute to the
Corporation a bond in such sum and with such surety or sureties as the Board of
Directors may direct, conditioned upon the faithful performance of his or her
duties to the Corporation, including responsibility for negligence and for the
accounting of all property, funds or securities of the Corporation which the
officer or agent may handle.

                                   ARTICLE IV

             EXECUTION OF INSTRUMENTS AND DEPOSIT OF CORPORATE FUNDS

         SECTION 4.0. Execution of Instruments Generally. All deeds, contracts,
and other instruments requiring execution by the Corporation may be signed by
the Chairman of the Board, the President or any Vice President. Authority to
sign any deed, contract, or other instrument requiring execution by the
Corporation may be conferred by the Board of Directors upon any person or
persons whether or not such person or persons be officers of the Corporation.
Such person or persons may delegate, from time to time, by instrument in
writing, all or any part of such authority to any other person or persons if
authorized so to do by the Board of Directors.

         SECTION 4.1. Notes, Checks, Other Instruments. All notes, drafts,
acceptances, checks, endorsements, and all evidences of indebtedness of the
Corporation whatsoever, shall be signed by such officer or officers or such
agent or agents of the Corporation and in such manner as the Board of Directors
from time to time may determine. Endorsements for deposit to the credit of the
Corporation in any of its duly authorized depositories shall be made in such
manner as the Board of Directors from time to time may determine.

         SECTION 4.2. Proxies. Proxies to vote with respect to shares of other
corporations owned by or standing in the name of the Corporation may be executed
and delivered from time to time on behalf of the Corporation by the Chairman of
the Board, the President or a Vice President or by any other person or persons
thereunto authorized by the Board of Directors.




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<PAGE>   15
                                    ARTICLE V

                                     SHARES

         SECTION 5.0. Certificates for Shares. Every holder of shares in the
Corporation shall be entitled to have a certificate evidencing the shares owned
by the shareholder, signed in the name of the Corporation by the Chairman of the
Board, the President or a Vice President and the Secretary or an Assistant
Secretary, certifying the number of shares owned by the shareholder in the
Corporation. The signatures of the Chairman of the Board, the President, Vice
President, Secretary, and Assistant Secretary, and the signature of the transfer
agent and registrar may be facsimiles. In case any officer or employee who shall
have signed, or whose facsimile signature or signatures shall have been used on,
any certificate shall cease to be an officer or employee of the Corporation
before the certificate shall have been issued and delivered by the Corporation,
the certificate may nevertheless be adopted by the Corporation and be issued and
delivered as though the person or persons who signed the certificate or whose
facsimile signature or signatures shall have been used thereon had not ceased to
be such officer or employee of the Corporation; and the issuance and delivery by
the Corporation of any such certificate shall constitute an adoption thereof.
Every certificate shall state on its face the name of the Corporation and that
it is organized under the laws of the State of Indiana, the name of the person
to whom it is issued, and the number and class of shares and the designation of
the series, if any, the certificate represents, and shall state conspicuously on
its front or back that the Corporation will furnish the shareholder, upon
written request and without charge, a summary of the designations, relative
rights, preferences and limitations applicable to each class and the variations
in rights, preferences and limitations determined for each series (and the
authority of the Board of Directors to determine variations for future series).
Every certificate shall state whether such shares have been fully paid and are
nonassessable. Subject to the foregoing provisions, certificates representing
shares in the Corporation shall be in such form as shall be approved by the
Board of Directors. There shall be entered upon the stock books of the
Corporation at the time of the issuance or transfer of each share the number of
the certificates representing such share, the name of the person owning the
shares represented thereby, the class of such share and the date of the issuance
or transfer thereof

         SECTION 5.1. Transfer of Shares. Transfer of shares of the Corporation
shall be made on the books of the Corporation by the holder of record thereof,
or by the shareholder's attorney thereunto duly authorized in writing and filed
with the Secretary of the Corporation or any of its transfer agents, and on
surrender of the certificate or certificates representing such shares. The
Corporation and its transfer agents and registrars, shall be entitled to treat
the holder of record of any share or shares the absolute owner thereof for all
purposes, and accordingly shall not be bound to recognize any legal, equitable
or other claim to or interest in such share or shares on the part of any other
person whether or not it or they shall have express or other notice thereof,
except as otherwise expressly provided by the statutes of the State of Indiana.
Shareholders shall notify the Corporation in writing of any changes in their
addresses from time to time.

         SECTION 5.2. Regulations. Subject to the provisions of this Article V,
the Board of Directors may make such rules and regulations as it may deem
expedient concerning the issuance, transfer and regulation of certificates for
shares of the Corporation.

         SECTION 5.3. Transfer Agents and Registrars. The Board of Directors may
appoint one or more transfer agents, one or more registrars, and one or more
agents to act in the dual capacity of transfer agent and registrar with respect
to the certificates representing shares of the Corporation.

         SECTION 5.4. Lost or Destroyed Certificates. The holders of any shares
of the Corporation shall immediately notify the Corporation or one of its
transfer agents and registrars of any loss or destruction of the certificate
representing the same. The Corporation may issue a new certificate in the place
of any



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<PAGE>   16
certificate theretofore issued by it alleged to have been lost or destroyed upon
such terms and under such regulations as may be adopted by the Board of
Directors, and the Board of Directors may require the owner of the lost or
destroyed certificate or the owner's legal representatives to give the
Corporation a bond in such form and for such amount as the Board of Directors
may direct, and with such surety or sureties as may be satisfactory to the Board
of Directors to indemnify the Corporation and its transfer agents and registrars
against any claim that may be made against it or any such transfer agent or
registrar on account of the alleged loss or destruction of any such certificate
or the issuance of such new certificate. A new certificate may be issued without
requiring any bond when, in the judgment of the Board of Directors, it is proper
so to do.

         SECTION 5.5. Redemption of Shares Acquired in Control Share
Acquisitions. Any or all control shares acquired in a control share acquisition
shall be subject to redemption by the Corporation, if either:

         (a) No acquiring person statement has been filed with the Corporation
with respect to the control share acquisition, or

         (b) The control shares are not accorded full voting rights by the
Corporation's shareholders as provided in IC 23-1-42-9.

         A redemption pursuant to Section 5.5(a) may be made at any time during
the period ending sixty (60) days after the date of the last acquisition of
control shares by the acquiring person. A redemption pursuant to Section 5.5(b)
may be made at any time during the period ending two (2) years after the date of
the shareholder vote with respect to the voting rights of the control shares in
question. Any redemption pursuant to this Section 5.5 shall be made at the fair
value of the control shares and pursuant to such procedures for the redemption
as may be set forth in these By-laws or adopted by resolution of the Board of
Directors.

         As used in this Section 5.5, the terms "control shares," "control share
acquisition," "acquiring person statement" and "acquiring person" shall have the
meanings ascribed to them in IC 23-1-42.

                                   ARTICLE VI

                                  MISCELLANEOUS

         SECTION 6.0. Corporate Seal. The Board of Directors may adopt a Seal
for the Corporation, but shall not be required to do so.

         SECTION 6. 1. Fiscal Year. The fiscal year of the Corporation shall
begin on the first day of January in each year and shall end on the thirty-first
day of the following December.

         SECTION 6.2. Amendment of By-laws. These By-laws may be amended or
repealed and new By-laws may be adopted by the affirmative vote of at least a
majority of the actual number of directors elected and qualified at any regular
or special meeting of the Board of Directors provided that no provision of these
By-laws incorporating a provision of the Articles of Incorporation may be
amended except in a manner consistent with those Articles as they may be amended
in compliance with the requirements stated therein.








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