EXHIBIT 3.2

                           AMENDED AND RESTATED BYLAWS

                                       OF

                             INDIANA UNITED BANCORP
                     (HEREINAFTER CALLED THE "CORPORATION")


                                    ARTICLE I

                                     OFFICES


         1.1 PRINCIPAL OFFICE. The principal office of the Corporation shall be
located in Greensburg, Indiana. The Corporation may have such other offices,
either within or outside the State of Indiana, as the business of the
Corporation may require from time to time.

         1.2 REGISTERED OFFICE.  The registered office of the Corporation shall
be 201 N. Broadway, Greensburg, Indiana 47240.  The address of the registered
office may be changed from time to time by the Board of Directors.


                                   ARTICLE II

                                  SHAREHOLDERS

         2.1 ANNUAL MEETINGS. The annual meeting of the shareholders shall be
held at such time, place and on such date as the Board of Directors shall
designate and as stated in the notice of the meeting, said date to be no later
than six months following the end of the Corporation's fiscal year. The purpose
of such meeting shall be the election of directors and the transaction of such
other business as may properly come before it. If the election of directors
shall not be held on the day designated for an annual meeting, or at any
adjournment thereof, the Board of Directors shall cause the election to be held
at a special meeting of the shareholders to be held as soon thereafter as may be
practicable. Failure to hold the annual meeting at or within the designated
time, or to elect directors at or within such time, shall not work any
forfeiture or a dissolution of the Corporation, and shall not otherwise affect
valid corporate acts.

         2.2 SPECIAL MEETINGS. Special meetings of the shareholders for any
purpose or purposes may be called by the



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Chairman of the Board or the Chief Executive Officer of the Corporation, and
shall be called by the Chairman of the Board at the written request of a
majority of the members of the Board of Directors, or upon delivery to the
Corporation's Secretary of a signed and dated written demand for a special
meeting from the holders of at least 25% of all the votes entitled to be cast on
any issue proposed to be considered at the proposed special meeting.

         2.3 PLACE OF SPECIAL MEETINGS. The Board of Directors may designate any
place within or outside the State of Indiana as the place for any special
meeting of shareholders called by the Board of Directors. If no designation is
properly made, or if a special meeting is otherwise called, the place of meeting
shall be at the principal office of the Corporation in the State of Indiana.

         2.4 NOTICE OF ANNUAL OR SPECIAL MEETINGS. The Corporation shall give
notice to shareholders of record of the date, time and place of each annual or
special shareholders meeting to be held, and, in case of a special meeting, the
purpose or purposes for which the meeting is called, no less than 10 days nor
more than 60 days before the date of the meeting. Notice shall be given in
written form, delivered personally or by telegraph, teletype, any other form of
wire or wireless written communication or by mail or private carrier, by or at
the direction of the Chairman of the Board or the Secretary. If notice is given
by mail, such notice shall be deemed to be delivered when deposited in the
United States mail correctly addressed to the shareholder at his address as it
appears on the stock transfer books of the Corporation, with postage prepaid. If
notice is given by private carrier, such notice shall be deemed to be delivered
upon delivery of such notice to a private carrier, in any envelope required by
such private carrier for delivery without charge to the shareholder, correctly
addressed to the shareholder at his address as it appears on the stock transfer
books of the Corporation. If notice is given by telegraph, teletype or any other
form of wire or wireless written communication, notice shall be deemed to be
delivered upon proper transmission of such written communication to the
shareholder's address as it appears on the stock transfer books of the
Corporation or through a wireless communication telephone number for a
shareholder's business or residence address known to the Corporation that the
Corporation reasonably believes will result in the receipt of such written
communication (or all material information as to its contents) by the
shareholder. An affidavit (a) of mailing of notice of a meeting of shareholders,
executed by

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the Secretary, any Assistant Secretary or any transfer agent of the Corporation,
(b) of delivery of notice, executed by any private carrier or any independent
company engaged in the transmission and delivery of telegraphs, and (c) of
proper transmission of notice by teletype or any other form of wire or wireless
written communication, executed by any officer of the Corporation, shall be
prima facie evidence of the giving of such notice.

         2.5 ADVANCE NOTICE OF SHAREHOLDER BUSINESS. At any annual meeting of
the shareholders, only such business shall be conducted as shall have been
properly brought before the meeting. To be properly brought before an annual
meeting, business must be (a) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Board of Directors, (b)
otherwise properly brought before the meeting by or at the direction of the
Board of Directors or (c) otherwise properly brought before the meeting by a
shareholder. For business to be properly brought before an annual meeting by a
shareholder, the shareholder must have given timely notice thereof in writing to
the Secretary of the Corporation. To be timely, a shareholder's notice must be
delivered to or mailed and received at the principal office of the Corporation,
not less than 60 nor more than 90 days prior to the meeting; provided, however,
that in the event that less than 70 days' notice or prior public disclosure of
the date of the meeting is given or made to shareholders, notice by the
shareholder to be timely must be so received not later than the close of
business on the 10th day following the day on which such notice of the date of
the annual meeting was mailed or such public disclosure was made. A
shareholder's notice to the Secretary shall set forth as to each matter the
shareholder proposes to bring before the annual meeting (a) a brief description
of the business desired to be brought before the annual meeting and the reasons
for conducting such business at the annual meeting, (b) the name and address, as
they appear on the Corporation's stock transfer books, of the shareholder
proposing such business, (c) the class and number of shares of the Corporation
which are beneficially owned by the shareholder and (d) any material interest of
the shareholder in such business. Notwithstanding anything in these Bylaws to
the contrary, no business shall be conducted at any annual meeting except in
accordance with the procedures set forth in this Section 2.5. The chairman of
the annual meeting shall, if the facts warrant, determine and declare to the
meeting that business was not properly brought before the meeting and in
accordance with the provisions of this Section 2.5, and if he should so
determine, he shall so declare to the meeting and any such business not properly
brought before the meeting shall not be transacted.

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         2.6 CLOSING TRANSFER BOOKS AND FIXING OF A RECORD DATE. The Board of
Directors of the Corporation may close its stock transfer books for a period not
exceeding 70 days, immediately prior to the date of any meeting of shareholders,
or the date for the payment of any dividend or for the allotment of rights, or
the date when any exchange or reclassification of shares shall be effective; or
in lieu thereof, may fix in advance a date, not exceeding 70 days prior to the
date of any meeting of shareholders, or to the date for the payment of any
dividend or for the allotment of rights, or to the date when any exchange or
reclassification of shares shall be effective, as the record date for the
determination of shareholders entitled to notice of, or to vote at, such
meeting, or shareholders entitled to receive payment of any such dividend or to
receive any such allotment of rights, or to exercise rights in respect of any
exchange or reclassification of shares. The shareholders of record on such
record date shall be the shareholders entitled to notice of, and to vote at,
such meeting, or to receive payment of such dividend or to receive such
allotment of rights, or to exercise such rights, in the event of an exchange or
reclassification of shares, as the case may be. If the transfer books are not
closed and no record date is fixed by the Board of Directors, the date on which
notice of the meeting is mailed, or the date on which the resolution of the
Board of Directors declaring such dividend is adopted or such other action is
taken, as the case may be, shall be deemed to be the record date for the
determination of the shareholders of the Corporation and the number of shares
owned by them for all of the purposes set forth in the immediately preceding
sentence. When a record date has been established as provided herein, such
record date shall be effective for any adjournment of the meeting for which such
record date was established, unless the meeting is adjourned to a date more than
120 days after the date fixed for the original meeting, in which case the Board
of Directors shall establish a new record date in accordance with these Bylaws.

         2.7 VOTING RECORD. The officer or agent having charge of the
Corporation's stock transfer books shall make, at least 5 business days before
every meeting of shareholders, a list of the shareholders entitled to notice of
the shareholders' meeting, arranged in alphabetical order. The list shall be
further arranged by voting group (and within each voting group by class or
series of shares) and show the address of and number of shares held by each
shareholder. Such shareholders' list shall be available for inspection by any
shareholder, beginning 5 business days before the meeting for which the list was
prepared and continuing through the meeting, at the Corporation's principal
office

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or at a place identified in the meeting notice in the city where the meeting
will be held. A shareholder, his agent or attorney may on written demand inspect
and copy the list during regular business hours and at the shareholder's
expense, during the period it is available for inspection, subject to the
provisions of the Indiana Business Corporation Law (including, without
limitation, provisions concerning the Corporation's ability to refuse to permit
such inspection or copying without a court order). The Corporation shall make
the shareholders' list available at the meeting, and any shareholder, his agent
or attorney shall be entitled to inspect the list at any time during the meeting
or any adjournment.

         2.8 QUORUM. A majority of the outstanding shares of the Corporation
entitled to vote, represented in person or by proxy, shall constitute a quorum
of the shareholders for all purposes unless a greater or lesser quorum shall be
provided by law or the Corporation's Articles of Incorporation and in such case
the representation of the number so required shall constitute a quorum. Once a
share is represented for any purpose at a meeting, it shall be deemed present
for quorum purposes for the remainder of the meeting and for any adjournment of
that meeting, unless a new record date is or must be set for that adjourned
meeting. In the absence of a quorum, the shareholders so present may, by
majority vote, adjourn the meeting from time to time in the manner provided in
Section 2.9 of these Bylaws.

         2.9 ADJOURNMENTS. Any meeting of shareholders, annual or special, may
adjourn from time to time to reconvene at the same or some other place, and
notice need not be given of any such adjourned meeting if the time and place
thereof is announced at the meeting at which the adjournment is taken. At the
adjourned meeting, the Corporation may transact any business which might have
been transacted at the original meeting. If after the adjournment a new record
date is fixed for the adjourned meeting, a notice of the adjourned meeting shall
be given to each shareholder of record entitled to vote at the meeting.

         2.10 ORGANIZATION. The Chairman of the Board, or such other person as
may have been designated for the purpose by the Board of Directors, or if no
such designation shall have been made, a chairman elected by the shareholders
present, shall act as chairman of meetings of shareholders. The Secretary of the
Corporation shall act as secretary of meetings of shareholders, but in the
absence of the Secretary the chairman of the meeting may appoint any person to
act as secretary of the meeting.


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         2.11 VOTING. Unless otherwise required by the Indiana Business
Corporation Law, the Corporation's Articles of Incorporation or these Bylaws,
(a) any question brought before any meeting of shareholders shall be decided by
the vote of the holders of a majority of the shares represented and entitled to
vote on the matter and (b) each shareholder represented at a meeting of
shareholders shall be entitled to cast one vote for each share entitled to vote
on the matter held by such shareholder. The Board of Directors, in its
discretion, or the chairman presiding at a meeting of shareholders, in his
discretion, may require that any votes cast at such meeting shall be cast by
written ballot.

         2.12 PROXIES. At all meetings of shareholders,  a shareholder may vote
by proxy executed in writing by the shareholder or by his duly authorized
attorney-in-fact. Such proxy shall be filed with the Secretary of the
Corporation before or at the time of the meeting.  No proxy shall be valid after
11 months from the date of its execution, unless otherwise expressly provided in
the proxy.  A proxy may be revoked in writing at any time unless the appointment
form conspicuously states that it is irrevocable and the appointment is coupled
with an interest.  The effective time of such revocation shall be the time the
Secretary of the Corporation receives the written notice of revocation.

         2.13 VOTING OF SHARES BY CERTAIN HOLDERS.

                  (a) Shares standing in the name of another corporation may be
voted by that corporation's president or by proxy appointed by him or by such
other person as the board of directors of such other corporation may determine.

                  (b) Shares held by an administrator, executor, guardian or
conservator may be voted by him, either in person or by proxy, without a
transfer of such shares into his name. Shares standing in the name of a trustee
may be voted by him, either in person or by proxy, but no trustee shall be
entitled to vote shares held by him without a transfer of such shares into his
name.

                  (c) Shares standing in the name of a receiver may be voted by
such receiver, and shares held by or under the control of a receiver may be
voted by such receiver without the transfer thereof into his name if authority
so to do is contained in an appropriate order of the court by which such
receiver was appointed.

                  (d) Where shares are held jointly by two or more fiduciaries,
unless the Secretary of the Corporation is given written notice to the contrary
by any of such fiduciaries, the vote of one or more of such

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fiduciaries shall be presumed to be the vote of all such fiduciaries. Where
shares are held jointly by two or more fiduciaries and written notice is given
to the Secretary of the Corporation that the vote of one or more of such
fudiciaries may not be presumed to be the vote of all such fiduciaries, the vote
of the majority of such fiduciaries (or both in the case of two fiduciaries)
shall control the manner of voting or the giving of a proxy unless the
instrument or order appointing the fiduciaries otherwise directs. Where, in any
case, fiduciaries are equally divided upon the manner of voting shares jointly
held by them, any court of competent jurisdiction may, upon petition filed by
any of the fiduciaries, or by any beneficiary, appoint an additional person to
act with the fiduciaries in determining the manner in which the shares shall be
voted upon the particular questions as to which the fiduciaries are divided.

                  (e) A shareholder whose shares are pledged shall be entitled
to vote such shares until the shares have been transferred into the name of the
pledgee, and thereafter, the pledgee shall be entitled to vote the shares so
transferred.

                  (f) Neither treasury shares of its own stock held by the
Corporation, nor shares held by another corporation if a majority of the shares
entitled to vote for the election of directors of such other corporation is held
by the Corporation, shall be voted at any meeting or counted in determining the
total number of outstanding shares at any given time.

                  (g) The Secretary or any shareholder may demand written proof
that the person asserting the right to vote shares pursuant to this Section 2.13
holds the position he claims to hold and has been properly authorized to vote
the shares he represents. Such proof, if demanded, shall be presented prior to
the voting of such shares by such person.

         2.14 INSPECTORS OF ELECTIONS. The Board of Directors or the chairman of
the meeting may appoint two or more inspectors to tally and certify each vote
required to be tallied and certified by them as provided in the resolution of
the Board of Directors appointing them or in their appointment by the chairman
of the meeting, and to perform such other acts or duties as may be requested by
the chairman of the meeting or required by law. On request of the chairman of
the meeting or as otherwise required by law, the inspectors shall make and
execute a written report to the chairman of the meeting certifying any facts
found by them and matters determined by them. The report shall be prima

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facie evidence of the facts stated and of the vote certified by the inspectors.

         2.15 ATTENDANCE AT MEETING AS WAIVER. Attendance by a shareholder at a
meeting of shareholders (a) waives objection to lack of notice or defective
notice of the meeting, unless the shareholder 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 objects to considering the matter when it is presented.


                                  ARTICLE III

                                   DIRECTORS

         3.1 GENERAL POWERS. The business affairs of the Corporation shall be
managed by its Board of Directors.

         3.2 NUMBER, TENURE AND QUALIFICATIONS. The number of directors of the
Corporation shall be not less than five (5) and no more than fifteen (15), as
fixed by resolution of the Board of Directors from time to time. Each director
shall hold office for the term for which he was elected and until his successor
shall be elected and qualified, whichever period is longer, or until his death
or until he shall resign or shall have been removed in the manner hereinafter
provided.

         3.3 REMOVAL AND RESIGNATIONS. Subject to the rights of the holders of
any series of Preferred Shares then outstanding, at a meeting of shareholders
called expressly for the purpose of removing one or more directors, any director
or the entire Board of Directors may be removed, with or without cause, by a
vote of the holders of a majority of the shares then entitled to vote at an
election of directors. Whenever any voting group is entitled to elect one or
more directors by the provisions of the Articles of Incorporation, the
provisions of this Section shall apply, in respect to the removal of a director
or directors so elected by such voting group, to the vote of the voting group
and not to the vote of the outstanding shares as a whole. Any member of the
Board of Directors may resign from the Board of Directors at any time by giving
written notice to the Chairman of the Board or Secretary of the Corporation, and
unless otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective.


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         3.4 ANNUAL AND REGULAR MEETINGS. An annual meeting of the Board of
Directors shall be held without other notice than this Bylaw immediately after,
and at the same place as, the annual meeting of shareholders. The Board of
Directors may provide by resolution the time and place, either within or outside
the State of Indiana, for the holding of regular meetings without other notice
than such resolution.

         3.5 SPECIAL MEETINGS. Special meetings of the Board of Directors may be
called by, or at the request of, the Chairman of the Board or by any two
directors. All special meetings of the Board of Directors shall be held at the
principal office of the Corporation unless some other place shall be specified
in the notice of the meeting.

         3.6 NOTICE. Notice of any special meeting shall be given at least 48
hours prior thereto, either in person or by telephone, or in written form
delivered personally or by telegraph, teletype, any other form of wire or
wireless written communication or by mail or private carrier, to each director
at such business address (and business wire or wireless communication telephone
number, if any) as he shall register with the Secretary of the Corporation. If
mailed, such notice shall be deemed to be delivered at the earliest of the
following: (a) when received, (b) five days after its deposit in the United
States mail, as evidenced by the postmark, if mailed postpaid and correctly
addressed, or (c) on the date shown on the return receipt, if sent by registered
or certified mail, return receipt requested, and the receipt is signed by or on
behalf of the director. If notice is given by a private carrier, such notice
shall be deemed to be delivered upon delivery of such notice to a private
carrier, in any envelope required by such private carrier for delivery without
charge to the director, correctly addressed to the director at his business
address. If notice is given by telegraph, teletype or any other form of wire or
wireless written communication, notice shall be deemed to be delivered when
receipt of such written communication is confirmed (whether by telephone or
otherwise) by any person present at the director's business address to which
such written communication has been transmitted. Any director may waive notice
of any meeting. The attendance of a director at any meeting shall constitute a
waiver of notice of such meeting, except where a 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. Neither the business to be transacted
at, nor the purpose of, any regular or special meeting of the Board of Directors
need be specified in the notice or waiver of notice of such meeting.

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         3.7 QUORUM. A majority of the number of directors determined in
accordance with Section 3.2 of these Bylaws shall constitute a quorum for the
transaction of business at any meeting of the Board of Directors, provided, if
less than a majority of the directors are present at said meeting, a majority of
the directors present may adjourn the meeting from time to time without further
notice.

         3.8 ORGANIZATION. Meetings of the Board of Directors shall be presided
over by the Chairman of the Board, or in his absence the Vice-Chairman, if any,
or in the absence of the Vice Chairman, if any, the President, or in his absence
by a chairman chosen at the meeting. The Secretary shall act as secretary of the
meeting, but in his absence the chairman of the meeting may appoint any person
to act as secretary of the meeting.

         3.9 MANNER OF ACTING. The act of the majority of the directors present
at a meeting at which a quorum is present shall be the act of the Board of
Directors, unless otherwise required by the Articles of Incorporation.

         3.10 PARTICIPATION BY TELEPHONIC MEANS. Members of the Board of
Directors, or of any committee designated by the Board of Directors, may
participate in a meeting of such Board or committee by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear and speak to each other at the same time,
and participation in a meeting pursuant to this provision shall constitute
presence in person at the meeting.

    3.11 NEWLY CREATED DIRECTORSHIPS AND VACANCIES. Subject to the rights of the
holders of any series of Preferred Shares then outstanding, newly created
directorships resulting from any increase in the authorized number of directors
shall, and any vacancies in the Board of Directors resulting from death,
resignation, retirement, disqualification, removal from office or other cause
may, be filled by a majority of the remaining directors then in office, and
directors so chosen shall serve for a term expiring at the next annual meeting
of shareholders and until his successor shall have been duly elected and
qualified, or until his earlier resignation or removal. No decrease in the
number of directors constituting the Board of Directors shall shorten the term
of any incumbent director.

    3.12 COMPENSATION. Directors may be paid their expenses, if any, of
attendance at each meeting of the Board of Directors and may be paid a stated
salary as director, a

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fixed sum for attendance at each meeting of the Board of Directors or some
combination thereof. No such payment shall preclude any director from serving
the Corporation in any other capacity and receiving compensation therefor.
Members of special or standing committees may be allowed like compensation for
attending committee meetings.

    3.13 ACTION BY WRITTEN CONSENT. Any action required or permitted to be taken
by the Board of Directors at a meeting may be taken without a meeting if the
action is taken by all directors. Any such action shall be evidenced by one (1)
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.

         3.14 NOMINATIONS OF DIRECTOR CANDIDATES. Only persons who are nominated
in accordance with the procedures set forth in this Section 3.14 shall be
eligible for election as directors. Nominations of persons for election to the
Board of Directors of the Corporation may be made at a meeting of shareholders
by or at the direction of the Board of Directors or by any shareholder of the
Corporation entitled to vote for the election of directors at the meeting who
complies with the notice procedures set forth in this Section 3.14. Such
nominations, other than those made by or at the direction of the Board of
Directors, shall be made pursuant to timely notice in writing to the Secretary
of the Corporation. To be timely, a shareholder's notice shall be delivered to
or mailed and received at the principal office of the Corporation not less than
60 days nor more than 90 days prior to the meeting; provided, however, that in
the event that less than 70 days' notice or prior public disclosure of the date
of the meeting is given or made to shareholders, notice by the shareholder to be
timely must be so received not later than the close of business on the 10th day
following the day on which such notice of the date of the meeting was mailed or
such public disclosure was made. Such shareholders' notice shall set forth (a)
as to each director whom the shareholder proposes to nominate for election or
re-election as a director, (i) the name, age, business address and residence
address of such person, (ii) the principal occupation or employment of such
person, (iii) the class and number of shares of the Corporation which are
beneficially owned by such person and (iv) any other information relating to
such person that is required to be disclosed in solicitations of proxies for
election of directors, or as otherwise required, in each case pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended (including,
without limitation, such persons' written consent to being named in the proxy
statement as a nominee and to serving as a director if elected); and (b) as

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to the shareholder giving the notice, (i) the name and address, as they appear
on the Corporation's stock transfer books, of such shareholder and (ii) the
class and number of shares 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 that information required to be set forth in a
shareholder's notice of nomination which pertains to the nominee. No person
shall be eligible for election as a director of the Corporation unless nominated
in accordance with the procedures set forth in this Section 3.14. The chairman
of the meeting shall, if the facts warrant, determine and declare to the meeting
that a nomination was not made in accordance with the procedures prescribed by
the Bylaws, and if he should so determine, he shall so declare to the meeting
and the defective nomination shall be disregarded.

                                   ARTICLE IV

                                   COMMITTEES

         4.1 COMMITTEES. The Board of Directors may, by resolution passed by a
majority of the full Board of Directors, designate one or more committees, each
committee to consist of two or more of the directors of the Corporation. The
Board of Directors may designate one or more directors as alternate members of
any committee, who may replace any absent or disqualified member at any meeting
of the committee. In the absence or disqualification of a member of the
committee, and in the absence of a designation by the Board of Directors of an
alternate member to replace the absent or disqualified member, the member or
members thereof present at any meeting and not disqualified from voting, whether
or not he or they constitute a quorum, may unanimously appoint another member of
the Board of Directors to act at the meeting in place of any such absent or
disqualified member. Any such committee, to the extent permitted by law and to
the extent provided in the resolution of the Board of Directors, shall have and
may exercise all of the powers and authority of the Board of Directors in the
management of the business and affairs of the Corporation, and may authorize the
seal of the Corporation to be affixed to all papers which may require it. Each
committee shall keep regular minutes and report to the Board of Directors when
required.

         4.2 COMMITTEE RULES. Unless the Board of Directors otherwise provides,
each committee designated by the Board of Directors may make, alter and repeal
rules for the conduct of its business. In the absence of such rules, each
committee shall conduct its business in the same manner as

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the Board of Directors conducts its business pursuant to Article III of these
Bylaws.

                                   ARTICLE V

                                    OFFICERS


         5.1 CLASSES. The officers of the Corporation shall be chosen by the
Board of Directors and shall consist of a Chairman of the Board of Directors, a
Chief Executive Officer, a President, a Secretary and a Treasurer. Further, the
Board of Directors may elect or appoint a Vice Chairman (which position the
Board of Directors may designate by resolution as a non-officer, honorary
position), one or more Vice Presidents (whose titles may be modified by one or
more words such as "Executive," "Senior," "Finance," "Operations" or words of
similar ranking or descriptive import), a Controller, Assistant Secretaries,
Assistant Treasurers and such other officers and assistants to offices as it
from time to time deems necessary. Any two or more offices may be held by the
same person.

         5.2 ELECTION AND TERM OF OFFICE. The officers of the Corporation shall
be elected by the Board of Directors at its first meeting held after the Annual
Meeting of Shareholders. If the election of officers is not held at any such
meeting, such election shall be held as soon thereafter as is practicable.
Vacancies may be filled or new offices created and filled at any meeting of the
Board of Directors. Each officer shall hold office until his successor is duly
elected or until his death or until he shall resign or shall have been removed
in the manner hereinafter provided.

         5.3 REMOVAL AND RESIGNATIONS. Any officer or agent elected or appointed
by the Board of Directors may be removed by the Board of Directors whenever, in
its judgment, the best interests of the Corporation would be served thereby, but
such removal shall be without prejudice to the contract rights, if any, of the
person so removed. Election or appointment of an officer or agent shall not of
itself create contract rights. Any officer of the Corporation may resign at any
time by giving written notice to the President or Secretary of the Corporation,
and unless otherwise specified therein, the acceptance of such resignation shall
not be necessary to make it effective.

         5.4 VACANCIES. A vacancy in any office because of death, resignation,
removal, disqualification or otherwise may be filled by the Board of Directors
for the unexpired portion of the term.


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         5.5 CHAIRMAN OF THE BOARD OF DIRECTORS. The Chairman of the Board shall
be a director and shall preside at meetings of the Board of Directors and
meetings of shareholders. The Chairman of the Board shall be responsible for (a)
board and shareholder governance, (b) external relations with industry, cities
and communities, (c) corporate wide business management and (d) implementation
of business plans with other team members. The Chairman of the Board shall share
with the Chief Executive Officer responsibility for (a) external relations with
the financial community, (b) corporate governance, (c) setting the agenda for
all meetings of the Board of Directors (and committees thereof) and (d)
enterprise support. The Chairman of the Board shall be a member of any Executive
Committee of the Board and an ex officio member of all standing committees.

         5.6 VICE-CHAIRMAN. The Vice Chairman, if any, shall have such duties
and powers as from time to time may be assigned by these Bylaws or the Board of
Directors.

         5.7 CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall be a
director, shall submit a report of the operations of the Company for the fiscal
year to the shareholders at their annual meeting and from time to time shall
report to the Board of Directors all matters within his knowledge that the
interests of the Company may require be brought to their notice. The Chief
Executive Officer shall be responsible for (a) the strategic direction,
development and oversight of the Company, (b) the growth of the Company and (c)
the deployment of strategic assets of the Company (including executive
management and other personnel employed by the Corporation (excluding personnel
employed solely by any subsidiary of the Corporation)). The Chief Executive
Officer shall share with the Chairman of the Board responsibility for (a)
external relations with the financial community, (b) corporate governance, (c)
setting the agenda for all meetings of the Board of Directors (and committees
thereof) and (d) enterprise support. The Chief Executive Officer shall be a
member of any Executive Committee of the Board. The Chief Executive Officer will
report directly to the Board of Directors.

         5.8 PRESIDENT. The President shall be the Chief Operating Officer of
the Corporation. Subject to the direction of the Board of Directors and the
Chief Executive Officer of the Corporation, the President shall have general
supervision over the administration and business operations of the Corporation
as conducted through its operating subsidiaries.


                                       14
<PAGE>

         5.9 VICE-PRESIDENTS. Any Vice-President shall have such duties and
powers as shall be designated from time to time by the Board of Directors.

         5.10 SECRETARY. The Secretary shall (a) keep the minutes of the
shareholders' meetings and of the Board of Directors' meetings and (unless
otherwise directed) all committees thereof in one or more books provided for
that purpose; (b) see that all notices are duly given in accordance with the
provisions of these Bylaws or as required by law; (c) be custodian of the
corporate records and of the seal, if any, of the Corporation; (d) keep a
register of the mailing address of each shareholder; (e) sign with the President
or Vice-President certificates for shares of stock of the Corporation; (f) have
general charge of the stock transfer books of the Corporation (which may,
however, be kept by any transfer agent or agents of the Corporation); and, (g)
in general, perform all duties incident to the office of Secretary, and have
such other duties and powers as may be designated from time to time by the
Chairman of the Board (provided he is the Chief Executive Officer) or the
President.

         5.11 TREASURER. The Treasurer shall be the Chief Financial Officer of
the Corporation unless the Board of Directors expressly designates another
officer as such by resolution. The Treasurer shall supervise and conduct the
routine financial business of the Corporation and shall have care and custody of
its funds, securities and property subject to the supervision of the President.
The Treasurer shall keep permanent records of the funds and property of the
Corporation and shall have authority to receive all monies and to pay out and
disburse such monies under the direction and control of the Board of Directors.
The Treasurer shall deposit daily to the credit of the Corporation all monies
not required for the convenience of the Corporation's business, in such banks,
trust companies or other depositories as the Board of Directors may from time to
time direct. The Treasurer shall in general perform all the duties incident to
the office of Treasurer, and have such other duties and powers as may be
designated from time to time by the Chairman of the Board (provided he is the
Chief Executive Officer), the President or any officer who is designated the
Chief Financial Officer of the Corporation.

         5.12 CONTROLLER. The controller shall be the Chief Accounting Officer
of the Corporation and shall be in charge of its books of account, accounting
records and accounting procedures. He shall have such other duties and powers as
may be designated from time to time by the Chairman of the

                                       15
<PAGE>

Board (provided he is the Chief Executive Officer) or the President.

         5.13 OTHER OFFICERS; ASSISTANT OFFICERS. If the Board of Directors
elects or appoints (i) other officers or (ii) assistants to any other officers,
such officers and assistant officers shall exercise such powers and perform such
duties as pertain to their respective offices, or as may be conferred upon, or
assigned to, them by the Chairman of the Board (provided he is the Chief
Executive Officer) or the President and, in the case of assistant officers, the
respective officer to whom they are assistants.

    5.14 COMPENSATION. The compensation of the Chairman of the Board, the
Vice-Chairman of the Board, if any, the Chief Executive Officer and the
President of the Corporation shall be fixed from time to time by the Board of
Directors. The compensation of the other officers of the Corporation may be
fixed by the President, although such compensation shall be reviewed at least
annually by the Board of Directors and may be altered by the Board of Directors.
No officer shall be prevented from receiving such compensation by reason of the
fact that he is also a director of the Corporation.


                                   ARTICLE VI

                          CLERKS, AGENTS AND EMPLOYEES

         The Board of Directors may appoint, from time to time, such clerks,
agents and employees as it may deem advisable for the prompt and orderly
transaction of the business of the Corporation, define their duties, fix the
salaries to be paid them and dismiss them. Subject to the authority of the Board
of Directors, the President, or any other officer of the Corporation authorized
by him, may appoint and dismiss all or any of such clerks, agents and employees
and prescribe their duties and the conditions of their employment, and from time
to time fix their compensation.


                                  ARTICLE VII

                               CONTRACTS, LOANS,
                              CHECKS AND DEPOSITS

         7.1 CONTRACTS. The Board of Directors may authorize any officer or
officers, or agent or agents, to enter into any contract and execute and deliver
any instruments in the

                                       16
<PAGE>

name of and on behalf of the Corporation.   Such authority may be general or
confined to specific instances.

         7.2 LOANS AND EVIDENCES OF INDEBTEDNESS. No loan shall be contracted on
behalf of the Corporation, and no evidence of indebtedness shall be issued in
its name, unless authorized by the Board of Directors. Such authorization may be
general or confined to specific instances. Loans so authorized by the Board of
Directors may be effected at any time for the Corporation from any bank, trust
company or other institution, or from any firm, corporation or individual. All
bonds, debentures, notes and other obligations or evidences of indebtedness of
the Corporation issued for such loans shall be made, executed and delivered as
the Board of Directors shall authorize. When so authorized by the Board of
Directors, any part of or all of the properties, including contract rights,
assets, business or goodwill of the Corporation, whether then owned or
thereafter acquired, may be mortgaged, pledged, hypothecated or conveyed or
assigned in trust as security for the payment of such bonds, debentures, notes
and other obligations or evidences of indebtedness of the Corporation, and of
the interest thereon, by instruments executed and delivered in the name of the
Corporation.

         7.3 CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the
payment of money, issued in the name of the Corporation, shall be signed by such
person or persons and in such manner as may from time to time be designated by
the Board of Directors. Such designations may be general or confined to specific
instances.

         7.4 DEPOSITS. All funds of the Corporation not otherwise employed shall
be deposited, from time to time, to the credit of the Corporation in such banks,
trust companies and other depositories as the Board of Directors may authorize.
The Board of Directors may make such special rules and regulations with respect
to such bank accounts, not inconsistent with the provisions of these Bylaws, as
it may deem expedient. For the purpose of deposit and for the purpose of
collection for the account of the Corporation, checks, drafts and other orders
for the payment of money that are payable to the order of the Corporation shall
be endorsed, assigned and delivered by such person or persons and in such manner
as may from time to time be authorized by the Board of Directors.



                                       17
<PAGE>

                                  ARTICLE VIII

                                CERTIFICATES FOR
                           SHARES AND THEIR TRANSFER

         8.1 CERTIFICATES FOR SHARES. Every shareholder shall be entitled to
have a certificate certifying the number and type of shares of the Corporation
owned by him, signed by, or in the name of the Corporation by the Chairman of
the Board, or Vice-Chairman, President or a Vice-President and by the Treasurer
or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the
Corporation (except that when any such certificate is countersigned by a
transfer agent other than the Corporation or its employee or by a registrar
other than the Corporation or its employee the signature of any such officers
may be facsimiles). Such certificates shall be in such form as may be determined
by the Board of Directors and by the laws of the State of Indiana. If the
Corporation shall be authorized to issue more than one class of shares or more
than one series of any class, the designations, preferences and relative,
participating, optional or other special rights of each class of shares or
series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights shall be set forth in full or summarized on the face
or back of the certificate that the Corporation shall issue to represent such
class or series of shares, provided that, except in the case of restrictions on
transfer of securities which are required to be noted on the certificate, in
lieu of the foregoing requirements, there may be set forth on the face or back
of the certificate that the Corporation shall issue to represent such class or
series of shares, a statement that the Corporation will furnish without charge
to each shareholder who so requests the designations, preferences and relative,
participating, optional or other special rights of each class of shares or
series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights.

         8.2 TRANSFER OF SHARES. Transfer of shares of the Corporation shall be
made only on the books of the Corporation by the registered holder thereof, or
by his legal representative who shall furnish proper evidence of authority to
transfer, or by his attorney-in-fact thereunto authorized by power of attorney
duly executed and filed with the Corporation, and on surrender for cancellation
of the certificate for such shares. 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.


                                       18
<PAGE>

         8.3 LOST, STOLEN OR DESTROYED CERTIFICATES. A new certificate or
certificates may be issued in place of any certificate or certificates
theretofore issued by the Corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of shares to be lost, stolen or destroyed. When issuing a new
certificate or certificates, the Corporation, acting through its officers or
agents, including any transfer agent or registrar, may, in its discretion and as
a condition precedent to the issuance thereof, require the owner of such lost,
stolen or destroyed certificate or certificates, or his legal representative, to
give the Corporation a bond in such sum as it may direct as indemnity against
any claim that may be made against the Corporation with respect to the
certificate alleged to have been lost, stolen or destroyed.

         8.4 REGULATIONS. The Board of Directors shall have the power and
authority to take such action and make such rules and regulations as it may deem
expedient concerning the issue, transfer and registration of certificates for
shares of the Corporation, including, without limitation, the appointment of a
transfer agent and registrar for the Corporation.


                                   ARTICLE IX

                                EMERGENCY BYLAWS

         The Board of Directors may adopt, either before or during an emergency,
as that term is defined by the Indiana Business Corporation Law, any emergency
regulations permitted by the Indiana Business Corporation Law which shall be
operative only during such emergency. In the event the Board of Directors does
not adopt any such emergency regulations the special rules provided in the
Indiana Business Corporation Law shall be applicable during such emergency.


                                   ARTICLE X

                   INDEMNIFICATION OF DIRECTORS AND OFFICERS

    10.1 GENERAL. The Corporation shall, to the fullest extent permitted by, and
in accordance with the provisions of, the Indiana Business Corporation Law, as
it presently exists or may hereafter be amended, indemnify each director and
officer of the Corporation against expenses (including attorneys' fees),
judgments, taxes, fines, and amounts paid in settlement, incurred by him in
connection with, and shall

                                       19
<PAGE>

advance expenses (including attorneys' fees) incurred by him in defending, any
threatened, pending or completed action, suit or proceeding (whether civil,
criminal, administrative or investigative) to which he is, or is threatened to
be made, a party by reason of the fact that he is or was a director or officer
of the Corporation, or is or was serving at the request of the Corporation as a
director, officer, partner, employee, or agent of another domestic or foreign
corporation, partnership, joint venture, trust or other enterprise. Advancement
of expenses shall be made upon receipt of an undertaking, with such security, if
any, as the Board of Directors or shareholders may reasonably require, by or on
behalf of the person seeking indemnification to repay amounts advanced if it
shall ultimately be determined that he is not entitled to be indemnified by the
Corporation as authorized herein.

    10.2 NON-EXCLUSIVE RIGHT. The indemnification provided for by Section 10.1
shall not be deemed exclusive of any other rights to which directors or officers
of the Corporation may be entitled under any statute, provision in the
Corporation's Articles of Incorporation, agreement or action of the Board of
Directors or shareholders of the Corporation, or otherwise, and shall continue
as to a person who has ceased to be a director or officer of the Corporation,
and shall inure to the benefit of the heirs, executors, and administrators of
such a person.

    10.3 INSURANCE. Without in any way limiting the Corporation's power to
purchase and maintain insurance for any other purpose or on behalf of any other
person, 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,
partner, employee, or agent of another domestic or foreign corporation,
partnership, joint venture, trust or other enterprise, against any liability
asserted against him and incurred by him in such capacity or arising out of his
status as such, whether or not the Corporation would have the power or be
obligated to indemnify him against such liability under the provisions of
Section 10.1 of these Bylaws or the Indiana Business Corporation Law.


                                   ARTICLE XI

                                 MISCELLANEOUS

    11.1 AMENDMENTS. The Board of Directors shall have the power and authority
to alter, amend or repeal these Bylaws,

                                       20
<PAGE>

and to make new Bylaws, by the vote of a majority of the entire Board of
Directors, subject always to the power of the shareholders to change or repeal
such Bylaws.

    11.2 FISCAL YEAR. The Board of Directors shall have the power to fix, and
from time to time change, the fiscal year of the Corporation.

    11.3 SEAL. The Board of Directors may adopt a corporate seal which shall be
circular in form and shall have inscribed thereon the name of the Corporation,
the state of incorporation, and the word "SEAL".

    11.4 WAIVER OF NOTICE. Whenever any notice is required to be given under the
provisions of these Bylaws, the Articles of Incorporation, or the Indiana
Business Corporation Law, a waiver thereof in writing, signed by the person or
persons entitled to such notice, whether before or after the time stated
therein, shall be equivalent to the giving of such notice.

    11.5 VOTING OF SHARES HELD BY CORPORATION. Unless otherwise ordered by the
Board of Directors, the Chief Executive Officer of the Corporation may from time
to time appoint an attorney or attorneys, or any agent or agents, to exercise in
the name and on behalf of the Corporation the powers and rights that the
Corporation may have, as the holder of shares or other securities in any other
corporation, to vote or to consent in respect of such shares or other
securities; and the Chief Executive Officer may instruct the person or persons
so appointed as to the manner of exercising such powers and rights; and the
Chief Executive Officer may execute or cause to be executed in the name and on
behalf of the Corporation and under its corporate seal or otherwise, all such
written proxies, powers of attorney or other written instruments as he may deem
necessary in order that the Corporation may exercise such powers and rights.

         11.6 FORM OF RECORDS. Any records maintained by the Corporation in the
regular course of its business, including its stock ledger, books of account and
minute books, may be kept on, or be in the form of, punch cards, magnetic tape,
photographs, microphotographs, or any other information storage device, provided
that the records so kept can be converted into clearly legible form within a
reasonable time. The Corporation shall so convert any records so kept upon the
request of any person entitled to inspect the same.

         11.7 STOCK LEDGER. The stock ledger of the Corporation shall be the
only evidence as to who are the shareholders

                                       21
<PAGE>

entitled to examine the stock ledger and the list of the shareholders entitled
to vote at every meeting of shareholders or the books of the Corporation, to
vote in person or by proxy at any meeting of shareholders, to receive notice of
any meeting of shareholders and to receive distributions on shares of the
Corporation. The Corporation shall not be bound to recognize any equitable or
other claim to or interest in such shares on the part of any other person,
whether or not it shall have express or other notice there of, except as
otherwise provided by the laws of the State of Indiana.

         11.8 CONSTRUCTION. Unless the context specifically requires otherwise,
any reference in these Bylaws to any gender shall include all other genders; any
reference to the singular shall include the plural; and any reference to the
plural shall include the singular.


                                               The above Amended and
                                               Restated Bylaws of the
                                               Corporation were adopted by
                                               the Corporation's Board of
                                               Directors at a meeting held
                                               on April 28,
                                               1998.



                                               /s/ SUE FAWBUSH
                                               -----------------------------
                                               Sue Fawbush, Secretary



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