Exhibit 3.1


                              AMENDED AND RESTATED
                                CODE OF BY-LAWS
                                       OF
                              THIRD CENTURY BANCORP


                                    ARTICLE I
                                     Offices

     Section 1. Principal Office. The principal office (the "Principal Office")
of Third Century Bancorp (the "Corporation") shall be at 80 E. Jefferson St,
Franklin, Indiana 46131, 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
"Third  Century  Bancorp" 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 9:00 A.M. on the second  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 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.


<PAGE>


     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  (after  giving  effect to the  provisions  in
Article 11 of the Articles of Incorporation of the Corporation, as the same may,
from time to time,  be amended (the  "Articles")),  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 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 and no share
which is not entitled to vote  pursuant to Article 11 of the  Articles  shall be
voted  at any  Meeting.  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.




                                       2
<PAGE>

     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  (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.
Such writing  shall be  evidenced by a signature or causing the  signature to be
affixed  to the  writing  by any  reasonable  process,  including  by  facsimile
signature. The Shareholder may also transmit or authorize the transmission of an
electronic  submission to the holder of the proxy, a proxy solicitation firm, or
a proxy support service  organization or similar agency authorized by the person
who will be the holder of the proxy to receive the electronic  submission.  Such
electronic  submission shall be accompanied by or contain information from which
it can be  determined  that the  electronic  submission  was  transmitted  by or
authorized by the Shareholder.  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.


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<PAGE>


     Section 12. Notice of 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 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 or the  requirments  of Section 1 of Article IV hereof,  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  fifteen  (15)
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 five.  Directors (a)
must have their primary domicile in Johnson or Bartholomew County,  Indiana, and
(b) must have a loan or deposit relationship with the Corporation's  subsidiary,
Mutual Savings Bank, which they have maintained for at least a continuous period
of nine (9) months  immediately  prior to their  nomination  to the Board (or in
case of directors of the  Corporation on March 16, 2004,  prior to the filing of
the Corporation's  Articles).  In addition, each Director who is not an employee
of the Corporation or any of its subsidiaries  must have served as a member of a
civic or community  organization based in Johnson County, Indiana for at least a
continuous  period of twelve (12) months  during the five (5) years prior to his
or her  nomination  to the  Board.  The  Board  may  waive  one or  more  of the
requirements  set  forth  in  the  two  previous   sentences  for  one  or  more
representatives  it determines to appoint or nominate to the Board in connection
with an acquisition of another  financial  institution by the  Corporation or in
connection  with the  acquisition or opening of a new branch by its  subsidiary,
Mutual Savings Bank. The Board may elect or appoint,  from among its members,  a
Chairman  of  the  Board  (the  "Chairman"),  who  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.



                                       4
<PAGE>


     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.

     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.



                                       5
<PAGE>


     Section  9. Audit and Other  Committees  of the  Board.  The Board may,  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.

     Section 11.  Directors  Emeritus.  Directors  Emeritus may be appointed and
their  compensation  for services (in an amount not to exceed those fees paid to
voting  directors)  determined  by  resolution  of the board of directors of the
Corporation.   Only  former  directors  of  the  Corporation  (including  former
directors  of other  corporations  which have merged  with,  or  otherwise  been
acquired by the Corporation)  shall be eligible to serve as Directors  Emeritus.
Directors  Emeritus  shall be  available  for  consultation  with and  advice to
management of the  Corporation.  Directors  Emeritus may attend  meetings of the
board of  directors,  but shall  have no vote on any  matter  acted upon by such
Board.

     Section 12.  Mandatory  Retirement  Age. The mandatory  retirement  age for
Directors is  seventy-two  (72) years of age.  Any director  reaching the age of
seventy-two  (72) during their  tenure as a Director  will retire from the Board
effective  the  first day of the  month  following  the month in which he or she
attained the age of seventy-two (72).


                                    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 and one or more
Assistant  Controllers.  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.



                                       6
<PAGE>


     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.

     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.



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<PAGE>


     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 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.


                                   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.



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<PAGE>


     Section 2.  Record of  Certificates.  Shares  shall be entered in the Stock
Book as they are  issued,  and shall be  transferable  on the 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,  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 the 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.



                                       9
<PAGE>


     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.


                                  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.



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<PAGE>



                                   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 31st 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.










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