BY-LAWS
                                       OF
                               SHOE CARNIVAL, INC.

                   As amended and restated as of July 16, 1996

                                    Article I

                                 Identification

                  Section 1.  Name. The name of the Corporation is Shoe
Carnival, Inc.

                  Section 2.  Registered Office. The registered office of the
Corporation in the State of Indiana shall be 8233 Baumgart Road, Evansville,
Indiana 47711.

                  Section 3.  Principal Office. The principal office of the
Corporation shall be 8233 Baumgart Road, Evansville, Indiana 47711.

                  Section 4. Other Offices. The Corporation may also have an
office or offices, and keep the books and records of the Corporation, except as
may otherwise be required by law, at such other place or places, either within
or without the State of Delaware, as the Board of Directors may from time to
time determine or the business of the Corporation require.

                                   Article II

                            Meetings of Shareholders

                  Section 1. Place of Meeting. All meetings of the shareholders
of the Corporation shall be held at the principal office of the Corporation or
at such other places, within or without the State of Indiana, as may from time
to time be fixed by the Board of Directors.

                  Section 2. 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 may properly come before the meeting shall
be held on the second Thursday in June in each year, if not a legal holiday
under the laws of the place where the meeting is to be held, and, if a legal
holiday, then on the next succeeding day not a legal holiday under the laws of
such place, or on such other date and at such hour as may from time to time be
fixed by the Board of Directors.

                  Section 3. Special Meetings. Subject to the rights of the
holders of any class or series of Preferred Stock, special meetings of the
shareholders for any purpose or purposes may be called only by the Chairman of
the Board or a majority of the entire Board of Directors. Only such business as
is specified in the notice of any special meeting of the shareholders shall come
before such meeting.

                  Section 4. Notice of Meetings. Written notice of each meeting
of the shareholders, whether annual or special, shall be given, either by
personal delivery or by mail, not less than 10 nor more than 60 days before the
date of the meeting to each shareholder of record entitled to notice of such
meeting. If mailed, such notice shall be deemed given when deposited in the
United States mail, postage prepaid, directed to the shareholder at such
shareholder's address as it appears on the records of the Corporation. Each such
notice shall state the place, date and hour of the meeting, and the purpose or
purposes for which the meeting is called. Notice of any meeting of shareholders
shall not be required to be given to any shareholder who shall attend such
meeting in person or by proxy without protesting, prior to or at the
commencement of the meeting, the lack of proper notice to such shareholder, or
who shall waive notice thereof as provided in Article VIII of these By-Laws.
Notice of adjournment of a meeting of shareholders need not be given if the time
and place to which it is adjourned are announced at such meeting, unless the
adjournment is for more than 30 days or, after adjournment, a new record date is
fixed for the adjourned meeting.

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                  Section 5. Quorum. The holders of a majority of the votes
entitled to be cast by the shareholders entitled to vote, which if any vote is
to be taken by classes shall mean the holders of a majority of the votes
entitled to be cast by the shareholders of each such class, present in person or
by proxy, shall constitute a quorum for the transaction of business at any
meeting of the shareholders.

                  Section 6. Adjournments. In the absence of a quorum, the
holders of a majority of the votes entitled to be cast by the shareholders,
present in person or by proxy, may adjourn the meeting from time to time. 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 7. Order of Business. At each meeting of the
shareholders, the Chairman of the Board, or, in the absence of the Chairman of
the Board, the President or such other person designated by the Board of
Directors, shall act as chairman. At each annual meeting only such business
shall be conducted as shall have been brought before the annual meeting (i) by
or at the direction of the Board of Directors or (ii) by any shareholder who
complies with the procedures set forth in this Section 7.

                  For business properly to be brought by a shareholder before an
annual meeting, the shareholder must have given timely notice thereof in proper
written form to the Secretary of the Corporation. To be timely, a shareholder's
notice must be delivered to or mailed and received at the principal office of
the Corporation not less than 30 days nor more than 60 days prior to the annual
meeting; provided, however, that in the event that less than 40 days' notice or
prior public disclosure of the date of the annual meeting is given or made to
shareholders, notice by the shareholder to be timely must be received not later
than the close of business on the tenth day following the day on which such
notice of the date of the annual meeting was mailed or such public disclosure
was made. To be in proper written form, a shareholder's notice to the Secretary
shall set forth in writing as to each matter the shareholder proposes to bring
before the annual meeting: (i) a brief description of the business desired to be
brought before the annual meeting and the reasons for conducting such business
at the annual meeting; (ii) the name and address, as they appear on the
Corporation's books, of the shareholder proposing such business; (iii) the class
and number of shares of stock of the Corporation which are beneficially owned by
the shareholder; and (iv) 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 7. The chairman of an annual meeting shall,
if the facts warrant, determine and declare to the annual meeting that business
was not properly brought before the annual meeting in accordance with the
provisions of this Section 7 and, if he should so determine, he shall so declare
to the annual meeting and any such business not properly brought before the
annual meeting shall not be transacted.

                  Section 8. List of Shareholders. It shall be the duty of the
Secretary or other officer of the Corporation who has charge of the stock ledger
to prepare and make, at least 5 business days before each meeting of the
shareholders, a complete list of the shareholders entitled to vote thereat,
arranged in alphabetical order, and showing the address of each shareholder and
the number of shares registered in such shareholder's name. Such list shall be
produced and kept available at the times and places required by law.

                  Section 9.  Voting. Each shareholder of record of any class or
series of Preferred Stock shall be entitled at each meeting of shareholders to
such number of votes for each share of such stock as may be fixed in the
Restated Articles of Incorporation or an amendment thereto adopted by the Board
of Directors providing for the issuance of such stock, and each shareholder of
record of Common Stock shall be entitled at each meeting of shareholders to one
(1) vote for each share of stock registered in such shareholder's name on the
books of the Corporation:

                  (1) on the date fixed pursuant to Section 6 of Article VI of
         these By-Laws as the record date for the determination of shareholders
         entitled to notice of and to vote at such meeting; or

                  (2) if no such record date shall have been so fixed, then at
         the close of business on the day next preceding the day on which notice
         of such meeting is given, or, if notice is waived, at the close of

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         business on the day next preceding the day on which the meeting is
         held, or if no record date for determining shareholders entitled to
         express consent to corporate action in writing without a meeting shall
         have been fixed, the day on which the first written consent is
         expressed.

                  Each shareholder entitled to vote at any meeting of
shareholders may authorize not in excess of three persons to act for such
shareholder by a proxy signed by such shareholder or such shareholder's
attorney-in-fact. Any such proxy shall be delivered to the secretary of such
meeting at or prior to the time designated for holding such meeting, but in any
event not later than the time designated in the order of business for so
delivering such proxies. No such proxy shall be voted or acted upon after eleven
(11) months from its date, unless the proxy provides for a shorter or longer
period.

                  At a meeting of the shareholders, except as provided in
Article III, Section 2 with respect to the election of directors or as required
by law, all corporate actions to be taken by vote of the shareholders shall be
authorized if the number of votes cast in favor of the action exceeds the number
of votes cast opposing the action, and where a separate vote by class is
required, the number of votes cast in favor of the action by the shareholders of
such class exceeds the number of votes cast by the shareholders of such class
opposing the action.

                  Unless required by law or determined by the chairman of the
meeting to be advisable, the vote on any matter, including the election of
directors, need not be by written ballot. In the case of a vote by written
ballot, each ballot shall be signed by the shareholder voting, or by such
shareholder's proxy, and shall state the number of shares voted.

                  Section 10. Inspectors. Either the Board of Directors or, in
the absence of designation of inspectors by the Board, the chairman of any
meeting of shareholders may, in its or such person's discretion, appoint two or
more inspectors to act at any meeting of shareholders. Such inspectors shall
perform such duties as shall be specified by the Board or the chairman of the
meeting. Inspectors need not be shareholders. No director or nominee for the
office of director shall be appointed such inspector.

                                   Article III

                               Board of Directors

                  Section 1. General Powers. The business and affairs of the
Corporation shall be managed by or under the direction of the Board of
Directors, which may exercise all such powers of the Corporation and do all such
lawful acts and things as are not by law or by the Restated Articles of
Incorporation of the Corporation directed or required to be exercised or done by
the shareholders.

                  Section 2. Number, Qualification and Election. Except as
otherwise fixed by or pursuant to the provisions of the Restated Articles of
Incorporation of the Corporation relating to the rights of the holders of any
class or series of Preferred Stock, the number of directors of the Corporation
shall be determined from time to time by vote of a majority of the entire Board
of Directors, provided that the number thereof may not be less than three nor
more than fifteen.

                  The directors, other than those who may be elected by the
holders of shares of any class or series of Preferred Stock pursuant to the
terms of the Restated Articles of Incorporation or any resolution or resolutions
providing for the issuance of such stock adopted by the Board, shall be
classified, with respect to the time for which they severally hold office, into
three classes as nearly equal in number as possible: one class whose term
expires at the 1997 annual meeting of shareholders, another class whose term
expires at the 1998 annual meeting of shareholders and another class whose term
expires at the 1999 annual meeting of shareholders, with each class to hold
office until its successors are elected and qualified. The membership of each
class shall be initially as set forth in the Restated Articles of Incorporation.
If the number of directors is thereafter changed by the Board of Directors,
any newly created directorships or any decrease in directorships shall be so
apportioned among the classes as to make all classes as nearly equal as

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possible; provided, however, that no decrease in the number of directors shall
shorten the term of any incumbent director. At each annual meeting of the
shareholders of the Corporation, subject to the rights of the holders of any
class or series of stock having a preference over the Common Stock of the
Corporation as to dividends or upon liquidation, the successors of the class of
directors whose term expires at that meeting shall be elected to hold office
for a term expiring at the annual meeting of shareholders held in the third year
following the year of their election.

                  Directors need not be shareholders of the Corporation.

                  In any election of directors, the persons receiving a
plurality of the votes cast, up to the number of directors to be elected in such
election, shall be deemed elected.

                  Section 3. Notification of Nominations. Subject to the rights
of the holders of any class or series of Preferred Stock, nominations for the
election of directors may be made by the Board of Directors or by any
shareholder entitled to vote for the election of directors, but in the case of a
nomination by a shareholder, only if such shareholder gives timely notice
thereof in proper written form 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 30 days nor
more than 60 days prior to the meeting; provided, however, that in the event
that less than 40 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 tenth day
following the day on which such notice of the date of the meeting was mailed or
such public disclosure was made. To be in proper written form, such
shareholder's notice shall set forth in writing (i) as to each person whom the
shareholder proposes to nominate for election or re-election as a director, all
information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors, or is otherwise required
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 (ii) as to the
shareholder giving the notice (x) the name and address, as they appear on the
Corporation's books, of such shareholder and (y) the class and number of shares
of stock of the Corporation which are beneficially owned by such shareholder. At
the request of the Board of Directors, any person nominated by the Board of
Directors for election as a director shall furnish to the Secretary of the
Corporation the information required to be set forth in a shareholder's notice
of nomination which pertains to the nominee. In the event that a shareholder
seeks to nominate one or more directors, the Secretary shall appoint two
inspectors, who shall not be affiliated with the Corporation, to determine
whether a shareholder has complied with this Section 3. If the inspectors shall
determine that a shareholder has not complied with this Section 3, the
inspectors shall direct the chairman of the meeting to declare to the meeting
that a nomination was not made in accordance with the procedures prescribed by
the By-Laws of the Corporation, and the chairman shall so declare to the meeting
and the defective nomination shall be disregarded.

                  Section 4. Quorum and Manner of Acting. Except as otherwise
provided by these By-Laws, a majority of the entire Board of Directors shall
constitute a quorum for the transaction of business at any meeting of the Board,
and, except as so provided, the vote of a majority of the directors present at
any meeting at which a quorum is present shall be the act of the Board. In the
absence of a quorum, a majority of the directors present may adjourn the meeting
to another time and place. At any adjourned meeting at which a quorum is
present, any business may be transacted which might have been transacted at the
meeting as originally called.

                  Section 5. Place of Meeting. The Board of Directors may hold
its meetings at such place or places within or without the State of Indiana as
the Board may from time to time determine or as shall be specified or fixed in
the respective notices or waivers of notice thereof.

                  Section 6. Regular Meetings. Regular meetings of the Board of
Directors shall be held at such times and places as the Board shall from time to
time by resolution determine. If any day fixed for a regular meeting shall be a
legal holiday under the laws of the place where the meeting is to be held, the
meeting which would otherwise be held on that day shall be held at the same hour
on the next succeeding business day.

                  Section 7.  Special Meetings. Special meetings of the Board of
Directors shall be held whenever called by the Chairman of the Board or by a
majority of the directors.

                  Section 8. Notice of Meetings. Notice of regular meetings of
the Board of Directors or of any adjourned meeting thereof need not be given.

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Notice of each special meeting of the Board shall be mailed to each director,
addressed to such director at such director's residence or usual place of
business, at least two days before the day on which the meeting is to be held or
shall be sent to such director at such place by telegraph or be given personally
or by telephone, not later than the day before the meeting is to be held, but
notice need not be given to any director who shall, either before or after the
meeting, submit a signed waiver of such notice or who shall attend such meeting
without protesting, prior to or at its commencement, the lack of notice to such
director. Every such notice shall state the time and place but need not state
the purpose of the meeting.

                  Section 9. Rules and Regulations. The Board of Directors may
adopt such rules and regulations not inconsistent with the provisions of these
By-Laws for the conduct of its meetings and management of the affairs of the
Corporation as the Board may deem necessary or proper. In the absence of the
Chairman of the Board, such person designated by the Board of Directors shall
preside at meetings of the Board.

                  Section 10. Participation in Meeting by Means of
Communications Equipment. Any one or more members of the Board of Directors or
any committee thereof may participate in any meeting of the Board or of any such
committee by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and such participation in a meeting shall constitute presence in person at such
meeting.

                  Section 11. Action Without Meeting. Any action required or
permitted to be taken at any meeting of the Board of Directors or any committee
thereof may be taken without a meeting if all of the members of the Board or of
any such committee consent thereto in writing and the writing or writings are
filed with the minutes of proceedings of the Board or of such committee.

                  Section 12. Resignations. Any director of the Corporation may
at any time resign by giving written notice to the Board of Directors, the
Chairman of the Board, the President or the Secretary of the Corporation. Such
resignation shall take effect at the time specified therein or, if the time be
not specified, upon receipt thereof; and, unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make it effective.

                  Section 13. Removal of Directors. Directors may be removed
only as provided in the Restated Articles of Incorporation of the Corporation.

                  Section 14. Vacancies. Subject to the rights of the holders of
any class or series of Preferred Stock, any vacancies on the Board of Directors
resulting from death, resignation, removal or other cause shall only be filled
by the affirmative vote of a majority of the remaining directors then in office,
even though less than a quorum of the Board of Directors, or by a sole remaining
director, and newly created directorships resulting from any increase in the
number of directors shall be filled by the Board, or if not so filled, by the
shareholders at the next annual meeting thereof or at a special meeting called
for that purpose in accordance with Section 3 of Article II of these By-Laws.
Any director elected in accordance with the preceding sentence of this Section
14 shall hold office for the remainder of the full term of the class of
directors in which the new directorship was created or the vacancy occurred and
until such director's successor shall have been elected and qualified.

                  Section 15. Compensation. Each director who shall not at the
time also be an officer or employee of the Corporation or any of its
subsidiaries (hereinafter referred to as an "outside director"), in
consideration of such person serving as a director, shall be entitled to receive
from the Corporation such amount per annum and such fees for attendance at
meetings of the Board of Directors or of committees of the Board, or both, as
the Board shall from time to time determine. In addition, each director, whether
or not an outside director, shall be entitled to receive from the Corporation
reimbursement for the reasonable expenses incurred by such person in connection
with the performance of such person's duties as a director. Nothing contained in
this Section shall preclude any director from serving the Corporation or any of
its subsidiaries in any other capacity and receiving proper compensation
therefor.

                  Section 16. Committees. The Board of Directors may, by
resolution adopted by a majority of the entire Board, designate one or more of
its members to constitute members or alternate members of a committee. Such
committee, to the extent provided in the resolution of the Board, shall have and

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may exercise the powers and authority of the Board in the management of the
business and affairs of the Corporation, including without limitation, if such
committee is so empowered and authorized in the resolution of the Board, the
power and authority to declare a dividend and to authorize the issuance of
stock, and may authorize the seal of the Corporation, if any, to be affixed to
all papers which may require it, except that no committee shall have such power
or authority in reference to:

                  (a) authorize dividends or other distributions, except a
         committee (or an executive officer of the Corporation designated by the
         Board of Directors) may authorize or approve a reacquisition of stock
         or other distribution, if done according to a formula or method, or
         within a range, prescribed by the Board of Directors;

                  (b)    approve or propose to shareholders action that is
         required to be approved by shareholders;

                  (c)    fill vacancies on the Board of Directors or on any of
         its committees;

                  (d)    except to the extent permitted by clause (g) below,
         amend the Corporation's Restated Articles of Incorporation;

                  (e)    adopt, amend, repeal, or waive provisions of these
         By-Laws;

                  (f)    approve a plan of merger not requiring shareholder
         approval; or

                  (g)    authorize or approve the issuance or sale or a contract
         for sale of stock, or determine the designation and relative rights,
         preferences, and limitations of a class or series of Preferred Stock,
         except the Board of Directors may authorize a committee (or an
         executive officer of the Corporation designated by the Board of
         Directors) to take the action described herein within limits prescribed
         by the Board of Directors.

A majority of all the members of such committee may determine its action and fix
the time and place of its meetings, unless the Board shall otherwise provide.
The Board shall have power at any time to change the membership of, to fill all
vacancies in and to discharge any such committee, either with or without cause.

                                   Article IV

                                    Officers

                  Section 1. Number; Term of Office. The officers of the
Corporation shall be a Chairman of the Board, a President, one or more
Vice-Presidents, one or more of whom may be designated as Executive or Senior
Vice-Presidents, a Treasurer, a Secretary, and such other officers or agents
with such titles and such duties as the Board of Directors may from time to time
determine, each to have such authority, functions or duties as in these By-Laws
provided or as the Board may from time to time determine, and each to hold
office for such term as may be prescribed by the Board and until such person's
successor shall have been chosen and shall qualify, or until such person's death
or resignation, or until such person's removal in the manner hereinafter
provided. The Chairman of the Board shall be elected from among the directors.
One person may hold the offices and perform the duties of any two or more of
said officers; provided, however, that no officer shall execute, acknowledge or
verify any instrument in more than one capacity if such instrument is required
by law, the Restated Articles of Incorporation of the Corporation or these
By-Laws to be executed, acknowledged or verified by two or more officers. The
Board may from time to time authorize any officer to appoint and remove any such
other officers and agents and to prescribe their powers and duties. The Board
may require any officer or agent to give security for the faithful performance
of such person's duties.

                  Section 2. Removal. Any officer may be removed, either with or
without cause, by the Board of Directors at any meeting thereof called for the
purpose, or, except in the case of any officer elected by the Board, by any

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committee or superior officer upon whom such power may be conferred by the
Board.

                  Section 3. Resignation. Any officer may resign at any time by
giving notice to the Board of Directors, the Chairman of the Board, the
President or the Secretary of the Corporation. Any such resignation shall take
effect at the date of receipt of such notice or at any later date specified
therein; and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.

                  Section 4. Vacancies. A vacancy in any office because of
death, resignation, removal or any other cause may be filled for the unexpired
portion of the term in the manner prescribed in these By-Laws for election to
such office.

                  Section 5. Chairman of the Board. The Chairman of the Board
shall preside at all meetings of the Board of Directors and, if present, preside
at meetings of the shareholders. He shall have such other duties and
responsibilities as may be specified by the Board of Directors.

                  Section 6. President. The President shall be the chief
executive officer of the Corporation and as such shall have general supervision
and direction of the business and affairs of the Corporation subject to the
control of the Board of Directors. The President shall perform such other duties
as the Board may from time to time determine and shall, in the absence of the
Chairman of the Board, preside at meetings of the shareholders.

                  Section 7. Vice-Presidents. Each Vice-President shall have
such powers and duties as shall be prescribed by the President or the Board of
Directors.

                  Section 8. Treasurer. The Treasurer shall perform all duties
incident to the office of Treasurer and such other duties as from time to time
may be assigned to the Treasurer by the President or the Board of Directors.

                  Section 9. Secretary. The Secretary shall see that all notices
required to be given by the Corporation are duly given and served; the Secretary
shall have charge of the stock ledger and also of the other books, records and
papers of the Corporation and of its corporate seal, if any, and shall see that
the reports, statements and other documents required by law are properly kept
and filed; and shall in general perform all the duties incident to the office of
Secretary and such other duties as from time to time may be assigned to such
person by the President or the Board of Directors.

                  Section 10. Assistant Treasurers or Secretaries. The Assistant
Treasurers and the Assistant Secretaries, if any, shall perform such duties as
shall be assigned to them by the Treasurer or Secretary, or by the President or
the Board of Directors.

                                    Article V

          Indemnification of Directors, Officers, Employees and Agents

                  Section 1 . Indemnification. To the fullest extent permitted
by the laws of the State of Indiana, the Corporation shall indemnify any person
who is or was a party, or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
Corporation) by reason of the fact that such person is or was a director or
officer of the Corporation, or is or was serving at the request of the
Corporation as a director or officer of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding,
including appeals.

                  Section 2. Advance of Expenses. To the fullest extent
permitted by the laws of the State of Indiana, the Corporation shall pay
expenses incurred in defending a civil or criminal action, suit or proceeding
described in Section 1 of this Article V in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking by or on behalf
of the director, officer, employee or agent to repay such amount if it shall
ultimately be determined that such person is not entitled to be indemnified by
the Corporation.

                  Section 3. Insurance. The Corporation may purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,

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partnership, joint venture, trust or other enterprise against any liability
asserted against such person and incurred by such person in any such capacity,
or arising out of such person's status as such, whether or not the Corporation
would have the power to indemnify such person against such liability under the
provisions of this Article V.

                  Section 4. Applicability. The provisions of this Article V
shall be applicable to all actions, claims, suits or proceedings made or
commenced after the adoption hereof, whether arising from acts or omissions to
act occurring before or after its adoption. The provisions of this Article V
shall be deemed to be a contract between the Corporation and each director,
officer, employee or agent who serves in such capacity at any time while this
Article V and the relevant provisions of the laws of the State of Indiana and
other applicable law, if any, are in effect, and any repeal or modification
thereof shall not affect any rights or obligations then existing with respect to
any state of facts or any action, suit or proceeding then or theretofore
existing, or any action, suit or proceeding thereafter brought or threatened
based in whole or in part on any such state of facts. If any provision of this
Article V shall be found to be invalid or limited in application by reason of
any law or regulation, it shall not affect the validity of the remaining
provisions hereof. The rights of indemnification provided in this Article V
shall neither be exclusive of, nor be deemed in limitation of, any rights to
which any such officer, director, employee or agent may otherwise be entitled or
permitted by contract, the Restated Articles of Incorporation, vote of
shareholders or directors or otherwise, or as a matter of law, both as to
actions in his official capacity and actions in any other capacity while holding
such office, it being the policy of the Corporation that indemnification of the
specified individuals shall be made to the fullest extent permitted by law.

                  Section 5. Certain Definitions. For purposes of this Article
V, references to "other enterprises" shall include employee benefit plans;
references to "fines" shall include any excise taxes assessed on a person with
respect to an employee benefit plan; references to "serving at the request of
the Corporation" shall include any service as a director, officer, employee or
agent of the Corporation which imposes duties on, or involves services by, such
director, officer, employee or agent with respect to an employee benefit plan,
its participants or beneficiaries.

                                   Article VI

                                  Capital Stock

                  Section 1. Certificates for Shares. Certificates representing
shares of stock of each class of the Corporation, whenever authorized by the
Board of Directors, shall be in such form as shall be approved by the Board. The
certificates representing shares of stock of each class, or series within a
class, of such stock shall be consecutively numbered as issued. Each certificate
shall state: the name of the Corporation; that it is organized under the laws of
the State of Indiana; the name of the registered holder; the number of shares
and class and the designation of the series, if any, of the stock 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.

                  The certificates shall be signed by, or in the name of, the
Corporation by the Chairman of the Board or the President or a Vice- President
and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant
Treasurer of the Corporation. Any or all such signatures may be facsimiles if
countersigned by a transfer agent or registrar. Although any officer, transfer
agent or registrar whose manual or facsimile signature is affixed to such a
certificate ceases to be such officer, transfer agent or registrar before such
certificate has been issued, it may nevertheless be issued by the Corporation
with the same effect as if such officer, transfer agent or registrar were still
such at the date of its issue.

                  The stock ledger and blank share certificates shall be kept by
the Secretary or by a transfer agent or by a registrar or by any other officer
or agent designated by the Board.

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                  Section 2. Transfer of Shares. Transfers of shares of stock of
each class of the Corporation shall be made only on the books of the Corporation
by the holder thereof, or by such holder's attorney thereunto authorized by a
power of attorney duly executed and filed with the Secretary of the Corporation
or a transfer agent for such stock, if any, and on surrender of the certificate
or certificates for such shares properly endorsed or accompanied by a duly
executed stock transfer power and the payment of all taxes thereon. The person
in whose name shares stand on the books of the Corporation shall be deemed the
owner thereof for all purposes as regards the Corporation; provided, however,
that whenever any transfer of shares shall be made for collateral security and
not absolutely, and written notice thereof shall be given to the Secretary or to
such transfer agent, such fact shall be stated in the entry of the transfer. No
transfer of shares shall be valid as against the Corporation, its shareholders
and creditors for any purpose, except to render the transferee liable for the
debts of the Corporation to the extent provided by law, until it shall have been
entered in the stock records of the Corporation by an entry showing from and to
whom transferred.

                  Section 3. Addresses of Shareholders. Each shareholder shall
designate to the Secretary or transfer agent of the Corporation an address at
which notices of meetings and all other corporate notices may be served or
mailed to such person, and, if any shareholder shall fail to designate such
address, corporate notices may be served upon such person by mail directed to
such person at such person's post office address, if any, as the same appears on
the share record books of the Corporation or at such person's last known post
office address.

                  Section 4. Lost, Destroyed and Mutilated Certificates. The
holder of any share of stock of the Corporation shall immediately notify the
Corporation of any loss, theft, destruction or mutilation of the certificate
therefor; the Corporation may issue to such holder a new certificate or
certificates for shares, upon the surrender of the mutilated certificate or, in
the case of loss, theft or destruction of the certificate, upon satisfactory
proof of such loss, theft or destruction; the Board of Directors, or a committee
designated thereby, or the transfer agents and registrars for the stock, may, in
their discretion, require the owner of the lost, stolen or destroyed
certificate, or such person's legal representative, to give the Corporation a
bond in such sum and with such surety or sureties as they may direct to
indemnify the Corporation and said transfer agents and registrars against any
claim that may be made on account of the alleged loss, theft or destruction of
any such certificate or the issuance of such new certificate.

                  Section 5. Regulations. The Board of Directors may make such
additional rules and regulations as it may deem expedient concerning the issue
and transfer of certificates representing shares of stock of each class of the
Corporation and may make such rules and take such action as it may deem
expedient concerning the issue of certificates in lieu of certificates claimed
to have been lost, destroyed, stolen or mutilated.

                  Section 6. Fixing Date for Determination of Shareholders of
Record. In order that the Corporation may determine the 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 other distribution or
allotment or any rights, or entitled to exercise any rights in respect of any
change, conversion or exchange of stock or for the purpose of any other lawful
action, the Board of Directors may fix, in advance, a record date, which shall
not be more than 70 days before the date of such meeting. A determination of
shareholders entitled to notice of or to vote at a meeting of the shareholders
shall apply to any adjournment of the meeting unless the Board of Directors
fixes a new record date, which it must do if the adjourned meeting is not within
120 days of the date fixed for the original meeting.

                                   Article VII

                                   Fiscal Year

                  The fiscal year of the Corporation shall be determined by
resolution of the Board of Directors. In the absence of such a resolution, the
fiscal year of the Corporation shall end on the Saturday nearest January 31 of
each year.
                                  Article VIII

                                Waiver of Notice

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                  Whenever any notice whatsoever is required to be given by
these By-Laws, by the Restated Articles of Incorporation of the Corporation or
by law, the person entitled thereto may, either before or after the meeting or
other matter in respect of which such notice is to be given, waive such notice
in writing, which writing shall be filed with or entered upon the records of the
meeting or the records kept with respect to such other matter, as the case may
be, and in such event such notice need not be given to such person and such
waiver shall be deemed equivalent to such notice.

                                   Article IX

                                   Amendments

                  Any By-Law (other than this Article IX) may be adopted,
repealed, altered or amended by a majority of the entire Board of Directors at
any meeting thereof, provided that such proposed action in respect thereof shall
be stated in the notice of such meeting.

                                    Article X

                                  Miscellaneous

                  Section 1. Execution of Documents. The Board of Directors or
any committee thereof shall designate the officers, employees and agents of the
Corporation who shall have power to execute and deliver deeds, contracts,
mortgages, bonds, debentures, notes, checks, drafts and other orders for the
payment of money and other documents for and in the name of the Corporation and
may authorize such officers, employees and agents to delegate such power
(including authority to redelegate) by written instrument to other officers,
employees or agents of the Corporation. Such delegation may be by resolution or
otherwise and the authority granted shall be general or confined to specific
matters, all as the Board of Directors or any such committee may determine. In
the absence of such designation referred to in the first sentence of this
Section, the officers of the Corporation shall have such power so referred to,
to the extent incident to the normal performance of their duties.

                  Section 2. Deposits. All funds of the Corporation not
otherwise employed shall be deposited from time to time to the credit of the
Corporation or otherwise as the Board of Directors or any committee thereof or
any officer of the Corporation to whom power in that respect shall have been
delegated by the Board of Directors or any such committee shall select.

                  Section 3. Checks. All checks, drafts and other orders for the
payment of money out of the funds of the Corporation, and all notes or other
evidences of indebtedness of the Corporation, shall be signed on behalf of the
Corporation in such manner as shall from time to time be determined by
resolution of the Board of Directors or of any committee thereof.

                  Section 4.. Proxies in Respect of Stock or Other Securities of
Other Corporations. The Board of Directors or any committee thereof shall
designate the officers of the Corporation who shall have authority from time to
time to appoint an agent or agents of the Corporation to exercise in the name
and on behalf of the Corporation the powers and rights which the Corporation may
have as the holder of stock or other securities in any other corporation, and to
vote or consent in respect of such stock or securities; such designated officers
may instruct the person or persons so appointed as to the manner of exercising
such powers and rights; and such designated officers may execute or cause to be
executed in the name and on behalf of the Corporation or otherwise, such written
proxies, powers of attorney or other instruments as they may deem necessary or
proper in order that the Corporation may exercise its said powers and rights.

                  Section 5. By-Laws Subject to Law and Restated Articles of
Incorporation of the Corporation. Each provision of these By-Laws is subject to
any contrary provision of the Restated Articles of Incorporation of the
Corporation or of any applicable law as from time to time in effect, and to the
extent any such provision is inconsistent therewith, such provision shall be

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superseded thereby for as long as it is inconsistent, but for all other purposes
of these By-Laws shall continue in full force and effect.

                  Section 6. Definition of Restated Articles of Incorporation.
The term "Restated Articles of Incorporation" as used in these By-Laws means the
Restated Articles of Incorporation of the Corporation as from time to time in
effect.