EXHBIT 3.2

                   AMENDED AND RESTATED BYLAWS

                               OF

                   HEARTLAND BANCSHARES, INC.


                            ARTICLE I
                    MEETINGS OF SHAREHOLDERS

     SECTION 1.1.  ANNUAL MEETINGS.  Annual meetings of the
shareholders of Heartland Bancshares, Inc. (the "Corporation"),
shall be held at such date, time and place, within or without the
State of Indiana, as shall be designated by the Board of Directors.

     SECTION 1.2. SPECIAL MEETINGS.  Special meetings of the shareholders of the
Corporation may be called at any time by the Board of Directors or the President
and shall be called by the Board of Directors if the Secretary receives written,
dated, and signed demands for a special meeting, describing in reasonable detail
the purpose or purposes  for which it is to be held,  from the holders of shares
representing  at least  eighty  percent of all votes  entitled to be cast on any
issue  proposed  to be  considered  at  the  proposed  special  meeting.  If the
Secretary  receives one or more proper written  demands for a special meeting of
shareholders,  the  Board of  Directors  may set a record  date for  determining
shareholders  entitled  to make  such  demand.  The  Board of  Directors  or the
President,  as the case may be, calling a special meeting of shareholders  shall
set the date,  time,  and  place of such  meeting,  which may be held  within or
without the State of Indiana.

     SECTION 1.3. NOTICES.  A written notice,  stating the date, time, and place
of any  meeting of the  shareholders,  and in the case of a special  meeting the
purpose or purposes  for which such  meeting is called,  shall be  delivered  or
mailed by the Secretary of the Corporation, to each shareholder of record of the
Corporation  entitled to notice of or to vote at such  meeting no fewer than ten
nor more  than  sixty  days  before  the date of the  meeting,  or as  otherwise
provided  by  the  Corporation  Law.  In  the  event  of a  special  meeting  of
shareholders  required to be called as the result of a demand  therefor  made by
shareholders,  such notice  shall be given no later than the  sixtieth day after
the  Corporation's  receipt of the demand  requiring  the  meeting to be called.
Notice of shareholders'  meetings, if mailed, shall be mailed,  postage prepaid,
to each shareholder at his address shown in the Corporation's  current record of
shareholders.

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     A shareholder or such shareholder's proxy may at any time waive notice of a
meeting if the waiver is in writing  and is  delivered  to the  Corporation  for
inclusion  in  the  minutes  or  filing  with  the  Corporation's   records.   A
shareholder's attendance at a meeting, whether in person or by proxy, (a) waives
objection  to lack of notice or  defective  notice of the  meeting,  unless  the
shareholder or such shareholder's  proxy at the beginning of the meeting objects
to holding the meeting or  transacting  business at the meeting,  and (b) waives
objection to  consideration  of a  particular  matter at the meeting that is not
within the  purpose or purposes  described  in the  meeting  notice,  unless the
shareholder or such  shareholder's  proxy objects to considering the matter when
it is presented.  Each  shareholder who has in the manner described above waived
notice or objection to notice of the shareholders' meeting shall be conclusively
presumed to have been given due notice of such meeting (including the purpose or
purposes  thereof if such  shareholder  in the  manner  described  above  waived
objection to the consideration of a particular matter).

     If an annual or special  shareholders'  meeting is adjourned to a different
date,  time, or place,  notice need not be given of the new date, time, or place
if the new date, time, or place is announced at the meeting before  adjournment,
unless a new record date is or must be established for the adjourned meeting.

     SECTION 1.4. VOTING. Except as otherwise provided by the Corporation Law or
the Corporation's Articles of Incorporation,  each capital share of any class of
the Corporation that is outstanding at the record date and represented in person
or by proxy at the annual or special  meeting  shall  entitle the record  holder
thereof,  or such  holder's  proxy,  to one vote on each matter  voted on at the
meeting.

     SECTION 1.5. QUORUM. Unless the Corporation's  Articles of Incorporation or
the  Corporation  Law  provide  otherwise,  at all  meetings of  shareholders  a
majority of the votes entitled to be cast on a matter,  represented in person or
by proxy,  constitutes a quorum for action on the matter. Action may be taken at
a  shareholders'  meeting only on matters with respect to which a quorum exists;
provided,  however,  that any  meeting  of  shareholders,  including  annual and
special meetings and any adjournments  thereof, may be adjourned to a later date
although  less than a quorum is  present.  Once a share is  represented  for any
purpose at a meeting, it is deemed present for quorum purposes for the remainder
of the meeting  and for any meeting  held  pursuant  to an  adjournment  of that
meeting unless a new record date is or must be set for that adjourned meeting.

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     SECTION  1.6.  VOTE  REQUIRED TO TAKE  ACTION.  If a quorum  exists as to a
matter to be  considered  at a meeting of  shareholders,  action on such  matter
(other than the election of  Directors)  is approved if the votes  properly cast
favoring the action exceed the votes  properly cast opposing the action,  unless
the  Corporation's  Articles of  Incorporation  or the Corporation Law require a
greater number of affirmative  votes.  Directors shall be elected by a plurality
of the votes properly cast.

     SECTION 1.7.  RECORD DATE. Only such persons shall be entitled to notice of
or to vote, in person or by proxy, at any shareholders'  meeting as shall appear
as shareholders  upon the books of the Corporation as of such record date as the
Board of Directors shall determine,  which date may not be earlier than the date
seventy days immediately preceding the meeting unless otherwise permitted by the
Corporation Law. In the absence of such determination,  the record date shall be
the  fiftieth  day  immediately  preceding  the  date  of such  meeting.  Unless
otherwise  provided by the Board of Directors,  shareholders shall be determined
as of the close of business on the record date.

     SECTION 1.8. PROXIES. A shareholder may vote his shares either in person or
by proxy.  A  shareholder  may appoint a proxy to vote or otherwise  act for the
shareholder  (including authorizing the proxy to receive, or to waive, notice of
any shareholders' meetings within the effective period of such proxy) by signing
an appointment form, either personally or by the shareholder's attorney-in-fact.
An  appointment  of a proxy is effective when received by the Secretary or other
officer or agent authorized to tabulate votes and is effective for eleven months
unless a different  period is expressly  provided in the  appointment  form. The
proxy's  authority may be limited to a particular  meeting or may be general and
authorize the proxy to represent the  shareholder at any meeting of shareholders
held  within  the  time  provided  in  the  appointment  form.  Subject  to  the
Corporation Law and to any express limitation on the proxy's authority appearing
on the face of the  appointment  form, the Corporation is entitled to accept the
proxy's vote or other action as that of the shareholder making the appointment.

     SECTION 1.9. DISCLOSURE PROCEDURE.  The President may, in the discretion of
the President and from time to time,  require such of the record  holders of the
Corporation's  shares as the  President  shall  determine,  to  disclose  to the
Corporation  whether or not such record holder holds such shares for the account
of  another  person or persons  who is or are the  beneficial  owner(s)  of such
shares and, if so, the name(s) of such beneficial  owner(s).  If any such record
holder shall,  without  legal  justification,  fail to disclose the  information
required by the preceding  sentence to the  Corporation (by depositing in United
States mail, postage prepaid,

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a letter  properly  addressed to the  Corporation at the  designated  address or
otherwise)  within  10 days of the date of  mailing  by the  Corporation  of the
disclosure  request (postage prepaid and properly addressed to the record holder
at the address  appearing  in the  Corporation's  stock  records)  then,  in the
discretion  of the  President,  the  Corporation  may (in  addition to any other
remedies  that may then be available to it at law or in equity) (a) prohibit the
voting of any or all shares held by such record  shareholder at the next meeting
of the  shareholders;  (b) for so long as the  failure  to  disclose  continues,
withhold  dividends  with  respect  to such  record  shareholder's  shares;  (c)
reacquire any or all shares  registered  in the name of such record  shareholder
(for the account of the  Corporation or its assignee) at a price per share equal
to the closing price of the shares on the trading day next preceding the date of
the notice of  reacquisition  as reported by the  principal  national  market on
which the shares are then traded or quoted,  or, if there are no sales  reported
on the trading day next preceding the date of the notice of reacquisition,  at a
price per share  equal to the median  price  between  the  highest  closing  bid
quotation and the lowest closing asked  quotation with respect to such shares on
the  trading  day next  preceding  the date of the  notice of  reacquisition  as
reported by such principal market, or, if no such quotations are available, at a
price per share equal to the fair market value of such shares  immediately prior
to the  date of the  notice  of  reacquisition  as  determined  by the  Board of
Directors  in good  faith  by such  other  reasonable  method  as the  Board  of
Directors  shall,  in its  discretion,  select and apply,  by  depositing in the
United States mail (postage prepaid and properly addressed to such record holder
at its  address  appearing  in the  Corporation's  stock  records)  a notice  of
reacquisition, specifying (i) the number of shares to be so reacquired, (ii) the
price at which such shares are to be  reacquired  as  determined  by this clause
(c), (iii) the closing date of the reacquisition,  which shall not be later than
the fifth  trading day following  the date of the notice of  reacquisition,  and
(iv) the  procedures by which the record  holder may surrender the  certificates
for the shares  reacquired  on or after the  closing  date in  exchange  for the
reacquisition  price;  in which  event the  shares  specified  by the  notice of
reacquisition  shall be deemed  reacquired by the Corporation  effective date of
the notice of reacquisition for all purposes and the record holder's rights with
respect  to such  shares on and after such date shall be limited to the right to
receive  on  or  after  the  specified  closing  date  (upon  surrender  of  the
certificate(s)  for the reacquired  shares,  accompanied by such  instruments of
transfer and other  assurances as the  corporation  may reasonably  request) the
reacquisition  price,  without  interest;  or (d) deny voting  rights,  withhold
dividends,  and reacquire  shares,  or any combination  thereof,  as provided in
clauses (a), (b), and (c). The Corporation may, but is not required to, accept a
delinquent  disclosure of the matters  referred to in this  procedure

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in satisfaction of an insufficient  disclosure or a failure to timely  disclose,
or may proceed with its remedies  (including its reacquisition of shares held by
such  record   shareholder)   notwithstanding   any  attempt  to  cure  a  prior
insufficient  disclosure  or failure to  disclose.  If the  Corporation  (or any
person acting on its behalf) shall employ  counsel in connection  with any legal
proceeding to enforce or defend any action taken pursuant to this procedure, the
Corporation  (or other  person)  shall be  entitled  to recover  from the record
shareholder its reasonable attorneys' fees and expenses and other costs incurred
in the  enforcement  or defense of such  action,  to the extent  successful,  in
addition to all other appropriate relief.

     SECTION 1.10.  SHAREHOLDER NOMINEES. The only persons who shall be eligible
for election to the Board of Directors at any meeting of  shareholders  at which
one or more  directors  are to be  elected  are (a) those  persons  named in (or
replacements  thereof named in accordance  with) proxy or information  statement
prepared on behalf of the Board of Directors of the  Corporation and distributed
to  shareholders  in connection  with such meeting in accordance  with the proxy
rules of the Securities and Exchange commission (the "SEC Proxy Rules"), and (b)
other  persons  nominated  from the  floor  of such  shareholders  meeting  by a
shareholder but only if (i) the shareholder who submits such nomination notifies
the  Secretary of the  Corporation  not later than 10 business days prior to the
shareholder  meeting  at  which  such  nomination  is to be  considered  of such
shareholder's  intent  to  nominate  that  particular  person(s)  and  (ii)  any
"solicitation"  of "proxies" by such  shareholder  or other persons on behalf of
such other nominee(s) has been conducted in accordance with the SEC Proxy Rules,
if applicable.


                           ARTICLE II
                            DIRECTORS

     SECTION 2.1.  NUMBER AND TERM;  AUTHORITY.  The business of the Corporation
shall be managed by a Board of Directors  consisting  of at least six  Directors
and no more than  fifteen  Directors.  The  exact  number  of  Directors  of the
Corporation  shall  be  fixed  by  the  Board  of  Directors  within  the  range
established by the preceding sentence, and may be changed within that range from
time to time by the Board of  Directors.  The  Directors  shall be divided  into
three  equal  (or  nearly  equal as  possible)  classes  with  only one class of
Directors being elected at any annual meeting. The terms of the Directors in the
first class shall expire at the first annual meeting of the  shareholders  after
their  election,  the terms of the Directors in the second class shall expire at
the second annual meeting of shareholders after their election, and the terms of
the directors in the third class shall expire at the third annual meeting of the
shareholders after their election. At each annual

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meeting of the shareholders  held  thereafter,  Directors shall be elected for a
term of three years to succeed those Directors whose terms expire. Each Director
shall  continue  to  serve  until  such  Director's  successor  is  elected  and
qualified,  or  until  the  earlier  of  such  Director's  death,   resignation,
disqualification,  or removal by  shareholders,  or until there is a decrease in
the number of Directors; provided, however, that a Director cannot be removed by
such  decrease   unless  in   connection   with  an  election  of  Directors  by
shareholders.

     The  Directors  and  each  of them  shall  have no  authority  to bind  the
Corporation  except  when acting as a Board or a  Committee  established  by the
Board and granted authority to bind the Corporation.

     SECTION 2.2.  QUORUM AND VOTE  REQUIRED TO TAKE  ACTION.  A majority of the
whole Board of Directors  (the size of which shall be  determined  in accordance
with the latest action of the Board of Directors fixing the number of Directors)
shall be necessary to constitute a quorum for the  transaction  of any business,
except the filling of  vacancies.  If a quorum is present  when a vote is taken,
the affirmative vote of a majority of the Directors  present shall be the act of
the Board of  Directors,  unless the act of a greater  number is required by the
Corporation Law, the Corporation's  Articles of Incorporation,  or these Amended
and Restated Bylaws.

     SECTION 2.3. ANNUAL AND REGULAR MEETINGS. The Board of Directors shall meet
annually,  without  notice,  on  the  same  day  as the  annual  meeting  of the
shareholders,  for the purpose of transacting such business as properly may come
before  the  meeting.  Other  regular  meetings  of the Board of  Directors,  in
addition to said annual meeting, shall be held on such dates, at such times, and
at such places as shall be fixed by resolution adopted by the Board of Directors
or otherwise  communicated  to the Directors.  The Board of Directors may at any
time  alter the date for the next  annual  meeting  of the  Board of  Directors.
Notice of the time, place or purpose of a regular meeting shall not be required,
unless and to the extent that a regular  meeting is  rescheduled or relocated in
which event notice of the date,  time and place of the  rescheduled or relocated
meeting  shall  be given as in the case of a  special  meeting  of the  Board of
Directors.

     SECTION 2.4. SPECIAL  MEETINGS.  Special meetings of the Board of Directors
may be called by the President or any member of the Board of Directors  upon not
less than 24 hours' notice given to each Director of the date,  time,  and place
of the  meeting,  which  notice  need not specify the purpose or purposes of the
special meeting. Such notice may be communicated in person (either in writing or
orally),  by  telephone,  telegraph,  teletype or other form of wire or wireless
communication  or by mail,  and shall be

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effective  at the earlier of the time of its  receipt  or, if mailed,  five days
after its  mailing.  Notice of any meeting of the Board may be waived in writing
at any time if the waiver is signed by the  Director  entitled to the notice and
is filed with the minutes or corporate  records.  A Director's  attendance at or
participation  in a meeting  waives any  required  notice to the Director of the
meeting,  unless the Director at the  beginning of the meeting (or promptly upon
the Director's  arrival) objects to holding the meeting or transacting  business
at the meeting and does not thereafter vote for or assent to action taken at the
meeting.

     SECTION 2.5. WRITTEN CONSENTS. Any action required or permitted to be taken
at any meeting of the Board of Directors  may be taken  without a meeting if the
action is taken by all members of the Board. The action must be evidenced by one
or more written consents  describing the action taken,  signed by each Director,
and included in the minutes or filed with the corporate  records  reflecting the
action  taken.  Action taken under this  Section 2.5 is effective  when the last
Director signs the consent,  unless the consent  specifies a different  prior or
subsequent effective date, in which case the action is effective on or as of the
specified  date.  A consent  signed  under this  Section 2.5 has the effect of a
meeting vote and may be described as such in any document.

     SECTION 2.6. PARTICIPATION BY CONFERENCE TELEPHONE.  The Board of Directors
may permit any or all Directors to participate  in a regular or special  meeting
by, or  through  the use of,  any  means of  communication,  such as  conference
telephone,  by which all Directors  participating may  simultaneously  hear each
other during the meeting.  A Director  participating  in a meeting by such means
shall be deemed to be present in person at the meeting.

     SECTION 2.7.  COMMITTEES.

          (a) The Board of  Directors  may  create  one or more  committees  and
     appoint  members of the Board of Directors to serve on them,  by resolution
     of the Board of  Directors  adopted by a majority of all the  Directors  in
     office when the resolution is adopted.  Each committee may have one or more
     members,  and all the members of a committee shall serve at the pleasure of
     the Board of Directors.

          (b)  To  the  extent  specified  by  the  Board  of  Directors  in the
     resolutions creating a committee (and all resolutions  subsequently adopted
     modifying,  amending or terminating such committee's authority), and except
     to the extent specifically precluded by the Corporation Law, each committee
     may exercise all of the authority of the Board of Directors.

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          (c) Except to the extent inconsistent with the resolutions  creating a
     committee,  Sections 2.1 through 2.6 of these Amended and Restated  Bylaws,
     which govern  meetings,  actions without  meetings,  notices and waivers of
     notice,  quorum and voting  requirements,  and telephone  participation  in
     meetings of the Board of  Directors,  shall apply to the  committee and its
     members.


                           ARTICLE III
                            OFFICERS

     SECTION  3.1.  DESIGNATION,  SELECTION,  AND  TERMS.  The  officers  of the
Corporation  shall  consist of the  President,  Vice  President,  Secretary  and
Treasurer.  The  officers  of the  Corporation  shall be elected by the Board of
Directors. The Board of Directors may also elect Assistant Treasurers, Assistant
Secretaries,  and such other officers or assistant  officers as it may from time
to time  determine  by  resolution  creating  the office and defining the duties
thereof.  In  defining  the  duties  of  officers,  the Board of  Directors  may
designate  a  chief  executive  officer,  a  chief  operating  officer,  a chief
administrative  officer, a chief financial officer, a chief accounting  officer,
or similar  functional  titles.  Officers  need not be  selected  from among the
members of the Board of  Directors.  Any two or more  offices may be held by the
same person.  The election or  appointment  of an officer does not itself create
contract rights.

     SECTION 3.2.  REMOVAL.  The Board of Directors may remove any
officer at any time with or without cause.  Vacancies in such
offices, however occurring, may be filled by the Board of Directors
at any meeting of the Board of Directors.

     SECTION 3.3.  PRESIDENT.  The President shall have and may
exercise all of the powers and duties as are incident to his office
or may from time to time be delegated to him by the Board of
Directors.

     SECTION 3.4. VICE-PRESIDENT. The Vice-President, or Vice Presidents if more
than one (in the order designated by the President or the Board), shall exercise
and perform all powers of, and perform  duties  incumbent  upon,  the  President
during his absence or  disability  and shall  exercise  and  perform  such other
powers  and  duties  as these  Amended  and  Restated  Bylaws,  the Board or the
President may prescribe.

     SECTION 3.5.  TREASURER.  The Treasurer  shall have and may exercise all of
the  powers  and  duties  as are  usual  in the  office  of the  Treasurer  of a
corporation  including but not limited to  maintaining  the  accounting  records
required by the Corporation Law.

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     SECTION 3.6. SECRETARY.  The Secretary shall be the custodian of the books,
papers,  and records of the  Corporation  and of its corporate seal, if any, and
shall be  responsible  for seeing  that the  Corporation  maintains  the records
required by the  Corporation  Law (other than  accounting  records) and that the
Corporation  files  with the  Indiana  Secretary  of State the  biannual  report
required  by the  Corporation  Law.  The  Secretary  shall  be  responsible  for
preparing  minutes  of the  meetings  of the  shareholders  and of the  Board of
Directors  and for  authenticating  records  of the  Corporation,  and he  shall
perform all of the other duties  customary  to the office of the  Secretary of a
corporation.

                           ARTICLE IV
                  INDEMNIFICATION OF OFFICERS,
              DIRECTORS AND OTHER ELIGIBLE PERSONS

     SECTION 4.1.  GENERAL.  To the extent not inconsistent with applicable law,
every  Eligible  Person  shall be  indemnified  by the  Corporation  against all
Liability and reasonable  Expense that may be incurred by him in connection with
or resulting from any Claim:

          (a)  if such Eligible Person is Wholly Successful with
     respect to the Claim, or

          (b)  if not  Wholly  Successful,  then  if  such  Eligible  Person  is
     determined,  as provided in either Section 4.3(a) or 4.3(b) of this Article
     IV, to have:

               (i)  conducted himself in good faith; and

               (ii) reasonably believed:

                    (A)  in the case of conduct in his  official  capacity  with
                         the  Corporation,  that  his  conduct  was in its  best
                         interest; and

                    (B)  in all other  cases,  that his conduct was at least not
                         opposed to the best interest of the Corporation; and

               (iii) in the case of any criminal proceeding, either:

                    (A)  had reasonable cause to believe his
                         conduct was lawful; or

                    (B)  had no  reasonable  cause to believe  his  conduct  was
                         unlawful.

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The termination of any Claim, by judgment,  order,  settlement  (whether with or
without  court  approval),  or  conviction  or upon a plea of  guilty or of nolo
contendere,  or its equivalent,  shall not create a presumption that an Eligible
Person did not meet the  standards  of  conduct  set forth in clause (b) of this
Section  4.1.  The  actions of an Eligible  Person  with  respect to an employee
benefit  plan  subject to the Employee  Retirement  Income  Security Act of 1974
shall be  deemed  to have  been  taken in what the  Eligible  Person  reasonably
believed to be the best interest of the  Corporation  or at least not opposed to
its best interest if the Eligible  Person  reasonably  believed he was acting in
conformity  with the  requirements  of such Act or he  reasonably  believed  his
actions to be in the interest of the  participants  in or  beneficiaries  of the
plan.

     SECTION 4.2.  DEFINITIONS.

          (a) The term  "Claim" as used in this Article IV shall  include  every
     pending,  threatened,  or completed claim,  action, suit, or proceeding and
     all appeals thereof (whether brought by or in the right of this Corporation
     or  any  other   corporation  or  otherwise),   whether  civil,   criminal,
     administrative, or investigative,  formal or informal, in which an Eligible
     Person may become involved,  as a party or otherwise:  (i) by reason of his
     being or having  been an Eligible  Person,  or (ii) by reason of any action
     taken or not taken by him in his capacity as an Eligible Person, whether or
     not he continued in such  capacity at the time a Liability or Expense shall
     have been incurred in connection with a Claim.

          (b) The term  "Eligible  Person" as used in this Article IV shall mean
     every person (and the estate,  heirs, and personal  representatives of such
     person) who is or was a Director or officer of the  Corporation,  including
     any  Director  or  officer  who is or was  serving  at the  request  of the
     Corporation  as a Director,  officer,  employee,  agent,  or  fiduciary  of
     another foreign or domestic corporation, partnership, joint venture, trust,
     employee benefit plan, or other organization or entity,  whether for profit
     or not. An Eligible  Person  shall be  considered  to have been  serving an
     employee  benefit plan at the request of the  Corporation  if his duties to
     the Corporation also imposed duties on, or otherwise  involved services by,
     him to the plan or to participants in or beneficiaries of the plan.

          (c) The terms  "Liability"  and  "Expense"  as used in this Article IV
     shall include,  but shall not be limited to, counsel fees and disbursements
     and amounts of judgments,  fines, or penalties  against  (including  excise
     taxes assessed with respect to an employee  benefit plan), and amounts paid
     in settlement by or on behalf of, an Eligible Person.

<PAGE>
          (d) The term "Wholly Successful" as used in this Article IV shall mean
     (i)  termination  of any Claim  against  the  Eligible  Person in  question
     without any finding of liability or guilt  against him,  (ii) approval by a
     court, with knowledge of the indemnity herein provided,  of a settlement of
     any Claim,  or (iii) the  expiration  of a reasonable  period of time after
     making or  threatened  making of any Claim without the  institution  of the
     same, without any payment or promise made to induce a settlement.

     SECTION 4.3.  PROCEDURE.

          (a) Every Eligible Person claiming  indemnification  hereunder  (other
     than one who has been Wholly Successful with respect to any Claim) shall be
     entitled  to  indemnification  if it is  determined,  as  provided  in this
     Section 4.3(a),  that such Eligible Person has met the standards of conduct
     set forth in clause  (b) of  Section  4.1.  The  determination  whether  an
     Eligible Person has met the required standards of conduct shall be made (i)
     by the  Board of  Directors  by  majority  vote of a quorum  consisting  of
     Directors not at the time parties to the Claim, and if such a quorum cannot
     be obtained,  then (ii) by majority vote of a committee duly  designated by
     the Board of Directors (in which designation,  Directors who are parties to
     the Claim may participate)  consisting  solely of two (2) or more Directors
     not at the time  parties to the Claim,  and if such a  committee  cannot be
     constituted,  then (iii) by the shareholders  (but shares owned by or voted
     under the control of a Director who is at the time a party to the Claim may
     not be voted on the  determination),  and if there are no shareholders  who
     are entitled to vote pursuant to the requirements of paragraph (iii),  then
     (iv) by special legal counsel selected by a majority vote of the full Board
     of Directors  (in which  selection,  a Director who is a party to the Claim
     may  participate).  If an  Eligible  Person  is  found  to be  entitled  to
     indemnification  pursuant to the preceding sentence,  the reasonableness of
     the Eligible  Person's  Expenses  shall be  determined by the procedure set
     forth in the preceding  sentence,  except that if such  determination is by
     special legal counsel,  the  reasonableness of Expenses shall be determined
     by a majority vote of the full Board of Directors (in which  determination,
     a Director who is a party to the Claim may participate).

<PAGE>
          (b) If an Eligible Person claiming indemnification pursuant to Section
     4.3(a) of this Article IV is found not to be entitled thereto, the Eligible
     Person may apply for indemnification  with respect to a Claim to a court of
     competent  jurisdiction,  including  a court in which the Claim is  pending
     against the Eligible Person. On receipt of an application, the court, after
     giving  notice  to  the  Corporation  and  giving  the  Corporation   ample
     opportunity to present to the court any information or evidence relating to
     the claim for indemnification  that the Corporation deems appropriate,  may
     order indemnification if it determines that the Eligible Person is entitled
     to  indemnification  with respect to the Claim because such Eligible Person
     met the standards of conduct set forth in clause (b) of Section 4.1 of this
     Article IV. If the court determines that the Eligible Person is entitled to
     indemnification,  the court shall also determine the  reasonableness of the
     Eligible Person's Expenses.

     SECTION 4.4. NONEXCLUSIVE RIGHTS. The right of indemnification  provided in
this Article IV shall be in addition to any rights to which any Eligible  Person
may otherwise be entitled.  Irrespective  of the  provisions of this Article IV,
the  Board of  Directors  may,  at any time and from time to time,  (a)  approve
indemnification  of any  Eligible  Person to the full  extent  permitted  by the
provisions of applicable  law at the time in effect,  whether on account of past
or future  transactions,  and (b)  authorize  the  Corporation  to purchase  and
maintain  insurance  on behalf of any  Eligible  Person  against  any  Liability
asserted against him and incurred by him in any such capacity, or arising out of
his  status as such,  whether  or not the  Corporation  would  have the power to
indemnify him against such Liability.

     SECTION 4.5. EXPENSES. Expenses incurred by an Eligible Person with respect
to any Claim  shall be advanced  by the  Corporation  (by action of the Board of
Directors,  whether or not a  disinterested  quorum  exists)  prior to the final
disposition thereof if:

          (a)  the  Eligible   Person   furnishes  the   Corporation  a  written
     affirmation  of his good  faith  belief  that he has met the  standards  of
     conduct specified in Section 4.1(b);

          (b)  the  Eligible   Person   furnishes  the   Corporation  a  written
     undertaking,  executed  personally or on the Eligible  Person's behalf,  to
     repay the advance if it is ultimately  determined  that the Eligible Person
     did not meet the standards of conduct specified in Section 4.1(b); and

          (c) the Board of Directors makes a  determination  that the facts then
     known would not preclude indemnification of the Eligible Person.

<PAGE>
     SECTION 4.6. CONTRACT. The provisions of this Article IV shall be deemed to
be a contract between the Corporation and each Eligible Person,  and an Eligible
Person's  rights  hereunder  with respect to a Claim shall not be  diminished or
otherwise adversely affected by any repeal,  amendment,  or modification of this
Article IV that occurs  subsequent  to the date of any action taken or not taken
by reason of which such Eligible Person becomes involved in a Claim.

     SECTION 4.7.  EFFECTIVE  DATE.  The  provisions of this Article IV shall be
applicable  to Claims  made or  commenced  after the  adoption  hereof,  whether
arising  from acts or omissions  to act  occurring  before or after the adoption
hereof.


                            ARTICLE V
                             CHECKS

     All checks, drafts, or other orders for payment of money shall be signed in
the name of the  Corporation  by such officers or persons as shall be designated
from time to time by  resolution  adopted by the Board of Directors and included
in the minute book of the Corporation.


                           ARTICLE VI
                              LOANS

     Such of the officers of the Corporation as shall be designated from time to
time by any  resolution  adopted by the Board of  Directors  and included in the
minute  book of the  Corporation  shall  have the power,  with such  limitations
thereon  as may be  fixed by the  Board of  Directors,  to  borrow  money in the
Corporation's  behalf,  to establish  credit,  to discount bills and papers,  to
pledge  collateral,  and to execute such notices,  bonds,  debentures,  or other
evidences of  indebtedness,  and such  mortgages,  trust  indentures,  and other
instruments in connection  therewith,  as may be authorized from time to time by
such Board of Directors.


                           ARTICLE VII
                     EXECUTION OF DOCUMENTS

     The  President  or any  officer  designated  by the  President  may, in the
Corporation's name, sign all deeds, leases, contracts, or similar documents that
may be  authorized  by the Board of  Directors  unless  execution  is  otherwise
provided for, required, or directed by the Board of Directors, the Corporation's
Articles of Incorporation, the Corporation Law, or other law.


<PAGE>
                          ARTICLE VIII
                             SHARES

     SECTION 8.1. EXECUTION.  Certificates for capital shares of the Corporation
shall be signed  (either  manually or in  facsimile)  by the  President  and the
Secretary or two officers designated from time to time by the Board of Directors
and the seal of the Corporation (or a facsimile thereof), if any, may be thereto
affixed.  Where any such  certificate  is also  signed by a transfer  agent or a
registrar,  or both,  the signatures of the officers of the  Corporation  may be
facsimiles.   The  Corporation  may  issue  and  deliver  any  such  certificate
notwithstanding  that any such officer who shall have signed, or whose facsimile
signature shall have been imprinted on, such certificate shall have ceased to be
such officer.

     SECTION 8.2. CONTENTS. Each 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 and the
designation of the series,  if any, of shares the certificate  represents,  and,
whenever the Corporation is authorized to issue more than one class of shares or
different series within a class, each certificate issued after the effectiveness
of such  authorization  shall further state  conspicuously  on its front or back
that the Corporation will furnish the shareholder,  upon his written request and
without charge, a summary of the designations, relative rights, preferences, and
limitations  applicable  to each class and series and the authority of the Board
of Directors to determine variations in rights,  preferences and limitations for
future series.

     SECTION  8.3.  TRANSFERS.  Except  as  otherwise  provided  by  law  or  by
resolution  of the Board of  Directors,  transfers of shares of the  Corporation
shall be made only on the books of the  Corporation  by the  holder  thereof  in
person or by duly  authorized  attorney,  on  payment of all taxes  thereon  and
surrender for  cancellation of the  certificate or certificates  for such shares
(except as hereinafter provided in the case of loss, destruction,  or mutilation
of certificates)  properly  endorsed by the holder thereof or accompanied by the
proper  evidence  of  succession,  assignment,  or  authority  to  transfer  and
delivered to the Secretary or an Assistant Secretary.

     SECTION 8.4. SHARE TRANSFER RECORDS.  There shall be entered upon the share
records of the Corporation the number of each certificate  issued;  the name and
address of the  registered  holder of such  certificate;  the number,  kind, and
class or series of shares  represented by such  certificate;  the date of issue;
whether the shares are originally  issued or transferred;  the registered holder
from whom transferred;  and such other information as is commonly required to be
shown by such records. The share records

<PAGE>
of the Corporation shall be kept at its principal office, unless the Corporation
appoints a transfer agent or registrar, in which case the Corporation shall keep
at its principal  office a complete and accurate  shareholders'  list giving the
name and addresses of all  shareholders  and the number and class of shares held
by each. If a transfer agent is appointed by the Corporation, shareholders shall
give written  notice of any changes in their  addresses from time to time to the
transfer agent.

     SECTION 8.5.  TRANSFER  AGENTS AND  REGISTRARS.  The Board of Directors may
appoint one or more transfer  agents and one or more  registrars and may require
each share certificate to bear the signature of either or both.

     SECTION 8.6. LOSS, DESTRUCTION,  OR MUTILATION OF CERTIFICATES.  The holder
of any of the shares of the Corporation shall immediately notify the Corporation
of any loss,  destruction,  or mutilation of the certificate  therefor,  and the
Board of  Directors  may,  in its  discretion,  cause to be  issued to him a new
certificate  or  certificates  of shares  upon the  surrender  of the  mutilated
certificate, or, in the case of loss or destruction,  upon satisfactory proof of
such loss or destruction. The Board of Directors may, in its discretion, require
the holder of the lost or destroyed  certificate or his legal  representative to
give the  Corporation a bond in such sum and in such form,  and with such surety
or sureties as it may direct, to indemnify the Corporation,  its transfer agents
and its registrars,  if any,  against any claim that may be made against them or
any of them  with  respect  to the  shares  represented  by the  certificate  or
certificates alleged to have been lost or destroyed,  but the Board of Directors
may, in its discretion, refuse to issue a new certificate or certificates,  save
upon the order of a court having jurisdiction in such matters.

     SECTION 8.7. FORM OF CERTIFICATES.  The form of the certificates for shares
of the  Corporation  shall conform to the  requirements  of Section 8.2 of these
Amended and  Restated  Bylaws and be in such  printed form as shall from time to
time be approved by resolution of the Board of Directors.


                           ARTICLE IX
                              SEAL

     The corporate seal of the Corporation  shall, if the Corporation  elects to
have  one,  be in the form of a disc,  with the name of the  Corporation  on the
periphery thereof and the word "SEAL" in the center.


<PAGE>
                            ARTICLE X
                          MISCELLANEOUS

     SECTION 10.1. CORPORATION LAW. The provisions of the Corporation Law, as it
may from time to time be amended, applicable to all matters relevant to, but not
specifically  covered by,  these  Amended  and  Restated  Bylaws are hereby,  by
reference, incorporated in and made a part of these Amended and Restated Bylaws.
The term  "Corporation  Law" as used in these Amended and Restated  Bylaws means
the Indiana  Business  Corporation Law, as it may hereafter from time to time be
amended and any statute which may in the future  supersede or replace,  in whole
or in part, the Corporation Law.

     SECTION 10.2.  FISCAL YEAR.  The fiscal year of the
Corporation shall end on the 31st of December of each year.

     SECTION 10.3.  CONTROL SHARE ACQUISITIONS.

          (a)  The provisions of I.C. 23-1-42 of the Corporation
     Law are applicable to the Corporation.

          (b) In the event (i) that no acquiring  person statement that complies
     with I.C. 23-1-42-6 has been delivered to the Corporation with respect to a
     control  share  acquisition  on or before  the date of  mailing a notice of
     redemption  of control  shares  pursuant to Section  10.3(c),  or (ii) that
     control  shares are not  accorded  full voting  rights by the  shareholders
     pursuant to I.C.  23-1-42-9,  the Corporation  shall have the power, at its
     option,  to redeem any or all control shares at the fair value thereof,  in
     accordance  with  the  time  and  other  requirements   specified  by  I.C.
     23-1-42-10  and  this  Section  10.3.  "Fair  value"  for  purposes  of the
     preceding sentence shall be deemed to be equal to the fair market value per
     share  of the  class  or  series  of  which  the  control  shares  are part
     immediately prior to the first public announcement of the intent or plan of
     the  acquiring  person to make a control share  acquisition  ("Announcement
     Date").  Such fair  market  value  shall be  determined  by (i) the highest
     reported closing sale price during the 30-day period immediately  preceding
     the  Announcement  Date if such shares are listed on a securities  exchange
     registered  under the  Securities  Exchange  Act of 1934 or if closing sale
     prices are reported on the National Association of Securities Dealers, Inc.
     Automatic  Quotation System ("NASDAQ"),  or any similar system of automated
     dissemination  of quotations  of  securities  prices then in common use, or
     (ii) if  closing  sales  prices  of such  shares  are  not  listed  on such
     securities exchange or reported on NASDAQ or there are no sales reported by
     NASDAQ during such 30-day
<PAGE>
     period,  the highest  closing  bid  quotation  with  respect to such shares
     during the 30-day period  immediately  preceding the  Announcement  Date as
     reported on NASDAQ or the OTC Bulletin  Board or any similar system then in
     use,  or (iii) if no such  quotations  are  available  during  such  30-day
     period,  the fair  market  value of such  shares  immediately  prior to the
     Announcement  Date as determined by the Board of Directors in good faith by
     such other  reasonable  method as the Board of Directors of the Corporation
     shall, in its discretion, select and apply.

          (c) In case the  Corporation  shall  desire to  exercise  its right to
     redeem  control  shares  pursuant  to  Section  10.3(b),   notice  of  such
     redemption  shall be given  to the  holders  of the  control  shares  to be
     redeemed  by  mailing to such  holders,  within  the time  period,  if any,
     specified by I.C.  23-1-42-10,  a notice of such  redemption by first class
     mail, postage prepaid,  not less than 30 days prior to the redemption date,
     to their  last  addresses  as they  shall  appear  upon the stock  transfer
     records of the Corporation. Any notice which is mailed in the manner herein
     provided shall be conclusively presumed to have been duly given, whether or
     not the  holder  receives  the  notice,  as of the date of  mailing  of the
     notice.  In any case,  failure to duly give notice by mail to the holder of
     any  control  shares,  or any defect in such  notice,  shall not affect the
     validity of the  proceedings for the redemption of any other control share.
     Each such notice shall specify the  redemption  date, the number of control
     shares to be redeemed held by such holder,  the place of redemption and the
     redemption  price at which the  control  shares  are to be  redeemed.  Such
     notice shall  further  state that payment of the  redemption  price will be
     made upon presentation and surrender of the certificate(s) representing the
     control shares (with such  instruments of transfer and other  assurances as
     the  Corporation  may  reasonably  request)  and that  from and  after  the
     redemption  date such  holder  shall  have no rights  with  respect to such
     control shares (including no rights to vote or to receive  distributions in
     respect  thereof  with  respect to matters  for which the record date shall
     fall on or after the  redemption  date)  except  the right to  receive  the
     redemption  price (without  interest) upon  compliance  with the procedures
     specified by this Section 10.3.

          (d) The  Board of  Directors  may by  resolution  specify  such  other
     procedures as may in its  discretion  be deemed  necessary or advisable for
     the purpose of  implementing  this Section 10.3 and is hereby  empowered to
     determine,  on the basis of the  information  known to it, all matters with
     respect  to  which a  determination  is  required  under  I.C.  23-1-42  in
     connection with redemption of control shares.

<PAGE>
          (e) Terms  used in this  Section  10.3 not  otherwise  defined  shall,
     unless the context otherwise  requires,  have the meanings assigned to them
     by I.C. 23-1-42.

     SECTION 10.4.  DEFINITION OF ARTICLES OF INCORPORATION.  The term "Articles
of  Incorporation"  as used in these  Amended  and  Restated  Bylaws  means  the
Articles of Incorporation of the Corporation,  as amended and restated from time
to time.

     SECTION  10.5.  AMENDMENTS.  These  Bylaws may be  rescinded,  changed,  or
amended, and provisions hereof may be waived, at any annual, regular, or special
meeting of the Board of Directors by the  affirmative  vote of a majority of the
number  of  Directors  then in  office,  except  as  otherwise  required  by the
Corporation's Articles of Incorporation or by the Corporation Law.


TEXT OF SECTION  1.10 AS AMENDED  AND  RESTATED BY  RESOLUTIONS  OF THE BOARD OF
DIRECTORS ADOPTED EFFECTIVE APRIL 19, 2003:

SECTION 1.10.  SHAREHOLDER NOMINEES.  The only persons who shall be eligible for
election to the Board of Directors at any meeting of  shareholders  at which one
or  more  directors  are to be  elected  are  (a)  those  persons  named  in (or
replacements  thereof named in accordance  with) proxy or information  statement
prepared on behalf of the Board of Directors of the  Corporation and distributed
to  shareholders  in connection  with such meeting in accordance  with the proxy
rules of the Securities  and Exchange  Commission  (the "SEC Proxy  Rules"),  if
applicable , and (b) other persons nominated from the floor of such shareholders
meeting  by a  shareholder  but only if (i) the  shareholder  who  submits  such
nomination  notifies the Secretary of the Corporation not later than 10 business
days  prior  to the  shareholder  meeting  at  which  such  nomination  is to be
considered of such  shareholder's  intent to nominate that particular  person(s)
and (ii) any "solicitation" of "proxies" by such shareholder or other persons on
behalf of such other  nominee(s) has been  conducted in accordance  with the SEC
Proxy Rules, if applicable.