**Exhibit
      3(1)**





**AMENDED
      CODE OF BY-LAWS**


**OF**


**RIVER
      VALLEY BANCORP**





**As
      Amended July 19, 2007**




**ARTICLE
      I**


**Offices**




**Section
      1.***Principal Office**.*  The
      principal office (the “Principal Office”) of River Valley Bancorp (the
“Corporation”) shall be at 303 Clifty Drive, P.O.  Box 626, Madison,
      Indiana 47250, or such other place as shall be determined by resolution of
      the
      Board of Directors of the Corporation (the “Board”).




**Section
      2.***Other Offices**.*  The
      Corporation may have such other offices at such other places within or without
      the State of Indiana as the Board may from time to time designate, or as the
      business of the Corporation may require.




**ARTICLE
      II**


**Seal**




**Section
      1.***Corporate Seal**.*  The
      corporate seal of the Corporation (the “Seal”) shall be circular in form and
      shall have inscribed thereon the words “River Valley Bancorp” and “INDIANA.” In
      the center of the seal shall appear the word “Seal.” Use of the Seal or an
      impression thereof shall not be required, and shall not affect the validity
      of
      any instrument whatsoever.




**ARTICLE
      III**




**Shareholder
      Meetings**




**Section
      1.***Place of Meeting**.*  Every
      meeting of the shareholders of the Corporation (the “Shareholders”) shall be
      held at the Principal Office, unless a different place is specified in the
      notice or waiver of notice of such meeting or by resolution of the Board or
      the
      Shareholders, in which event such meeting may be held at the place so specified,
      either within or without the State of Indiana.




**Section
      2.***Annual Meeting**.*  The annual
      meeting of the Shareholders (the “Annual Meeting”) shall be held each year at
      3:00 o’clock P.M.  on the third Wednesday in April (or, if such day is
      a legal holiday, on the next succeeding day not a legal holiday), for the
      purpose of electing directors of the Corporation (“Directors”) and for the
      transaction of such other business as may legally come before the Annual
      Meeting.  If for any reason the Annual Meeting shall not be held at
      the date and time herein provided, the same may be held at any time thereafter,
      or the business to be transacted at such Annual Meeting may be transacted at
      any
      special meeting of the Shareholders (a “Special Meeting”) called for that
      purpose.




**Section
      3.***Notice of Annual
      Meeting**.*  Written or printed notice of the Annual
      Meeting, stating the date, time and place thereof, shall be delivered or mailed
      by the Secretary or an Assistant Secretary to each Shareholder of record
      entitled to notice of such Meeting, at such





1







address
      as appears on the records of the Corporation, at least ten and not more than
      seventy days before the date of such Meeting.




**Section
      4.***Special Meetings**.*  Special
      Meetings, for any purpose or purposes (unless otherwise prescribed by law),
      may
      be called by only the Chairman of the Board of Directors (the “Chairman”), if
      any, or by the Board, pursuant to a resolution adopted by a majority of the
      total number of Directors of the Corporation, to vote on the business proposed
      to be transacted thereat.  All requests for Special Meetings shall
      state the purpose or purposes thereof, and the business transacted at such
      Meeting shall be confined to the purposes stated in the call and matters germane
      thereto.




**Section
      5.***Notice of Special
      Meetings**.*  Written or printed notice of all Special
      Meetings, stating the date, time, place and purpose or purposes thereof, shall
      be delivered or mailed by the Secretary or the President or any Vice President
      calling the Meeting to each Shareholder of record entitled to notice of such
      Meeting, at such address as appears on the records of the Corporation, at least
      ten and not more than sixty days before the date of such Meeting.




**Section
      6.***Waiver of Notice of
      Meetings**.*  Notice of any Annual or Special Meeting
      (a “Meeting”) may be waived in writing by any Shareholder, before or after the
      date and time of the Meeting specified in the notice thereof, by a written
      waiver delivered to the Corporation for inclusion in the minutes or filing
      with
      the corporate records.  A Shareholder’s attendance at any Meeting in
      person or by proxy shall constitute a waiver of (a) notice of such Meeting,
      unless the Shareholder at the beginning of the Meeting objects to the holding
      of
      or the transaction of business at the Meeting, and (b) consideration at such
      Meeting of any business that is not within the purpose or purposes described
      in
      the Meeting notice, unless the Shareholder objects to considering the matter
      when it is presented.




**Section
      7.***Quorum**.*  At any Meeting,
      the holders of a majority of the voting power of all shares of the Corporation
      (the “Shares”) issued and outstanding and entitled to vote at such Meeting
      (after giving effect to the provisions in Article 11 of the Articles of
      Incorporation of the Corporation, as the same may, from time to time, be amended
      (the “Articles”)), represented in person or by proxy, shall constitute a quorum
      for the election of Directors or for the transaction of other business, unless
      otherwise provided by law, the Articles or this Code of By-Laws, as the same
      may, from time to time, be amended (these “By-Laws”).  If, however, a
      quorum shall not be present or represented at any Meeting, the Shareholders
      entitled to vote thereat, present in person or represented by proxy, shall
      have
      power to adjourn the Meeting from time to time, without notice other than
      announcement at the Meeting of the date, time and place of the adjourned
      Meeting, unless the date of the adjourned Meeting requires that the Board fix
      a
      new record date (the “Record Date”) therefor, in which case notice of the
      adjourned Meeting shall be given.  At such adjourned Meeting, if a
      quorum shall be present or represented, any business may be transacted that
      might have been transacted at the Meeting as originally scheduled.




**Section
      8.***Voting**.*  At each Meeting,
      every Shareholder entitled to vote shall have one vote for each Share standing
      in his name on the books of the Corporation as of the Record Date fixed by
      the
      Board for such Meeting, except as otherwise provided by law or the Articles,
      and
      except that no Share shall be voted at any Meeting upon which any installment
      is
      due and unpaid and no share which is not entitled to vote pursuant to Article
      11
      of the Articles shall be voted at any Meeting.  Voting for Directors
      and, upon the demand of any Shareholder, voting upon any question properly
      before a Meeting, shall be by ballot.  A plurality vote shall be
      necessary to





2







elect
      any
      Director, and on all other matters, the action or a question shall be approved
      if the number of votes cast thereon in favor of the action or question exceeds
      the number of votes cast opposing the action or question, except as otherwise
      provided by law or the Articles.




**Section
      9.***Shareholder List**.*  The
      Secretary shall prepare before each Meeting a complete list of the Shareholders
      entitled to notice of such Meeting, arranged in alphabetical order by class
      of
      Shares (and each series within a class), and showing the address of, and the
      number of Shares entitled to vote held by, each Shareholder (the “Shareholder
      List”).  Beginning five business days before the Meeting and
      continuing throughout the Meeting, the Shareholder List shall be on file at
      the
      Principal Office or at a place identified in the Meeting notice in the city
      where the Meeting will be held, and shall be available for inspection by any
      Shareholder entitled to vote at the Meeting.  On written demand, made
      in good faith and for a proper purpose and describing with reasonable
      particularity the Shareholder’s purpose, and if the Shareholder List is directly
      connected with the Shareholder’s purpose, a Shareholder (or such Shareholder’s
      agent or attorney authorized in writing) shall be entitled to inspect and to
      copy the Shareholder List, during regular business hours and at the
      Shareholder’s expense, during the period the Shareholder List is available for
      inspection.  The original stock register or transfer book (the “Stock
      Book”), or a duplicate thereof kept in the State of Indiana, shall be the only
      evidence as to who are the Shareholders entitled to examine the Shareholder
      List, or to notice of or to vote at any Meeting.




**Section
      10.***Proxies**.*  A Shareholder
      may vote either in person or by proxy executed in writing by the Shareholder
      or
      a duly authorized attorney-in-fact.  No proxy shall be valid after
      eleven months from the date of its execution, unless a shorter or longer time
      is
      expressly provided therein.




**Section
      11.***Notice of Shareholder
      Business**.*  At an Annual Meeting of the Shareholders,
      only such business shall be conducted as shall have been properly brought before
      the Meeting.  To be properly brought before an Annual Meeting,
      business must be (a) specified in the notice of Meeting (or any supplement
      thereto) given by or at the direction of the Board, (b) otherwise properly
      brought before the Meeting by or at the direction of the Board, or (c) otherwise
      properly brought before the Meeting by a Shareholder.  For business to
      be properly brought before an Annual Meeting by a Shareholder, the Shareholder
      must have the legal right and authority to make the Proposal for consideration
      at the Meeting and the Shareholder must have given timely notice thereof in
      writing to the Secretary of the Corporation.  To be timely, a
      Shareholder’s notice must be delivered to or mailed and received at the
      principal executive offices of the Corporation, not less than 120 days prior
      to
      the Meeting; provided, however, that in the event that less than 130 days’
notice or prior public disclosure of the date of the Meeting is given or made
      to
      Shareholders (which notice or public disclosure shall include the date of the
      Annual Meeting specified in these By-Laws, if such By-Laws have been filed
      with
      the Securities and Exchange Commission and if the Annual Meeting is held on
      such
      date), notice by the Shareholder to be timely must be so received not later
      than
      the close of business on the 10th day following the day on which such notice
      of
      the date of the Annual Meeting was mailed or such public disclosure was
      made.  A Shareholder’s notice to the Secretary shall set forth as to
      each matter the Shareholder proposes to bring before the Annual Meeting (a)
      a
      brief description of the business desired to be brought before the Annual
      Meeting and the reasons for conducting such business at the Annual Meeting,
      (b)
      the name and record address of the Shareholders proposing such business, (c)
      the
      class and number of shares of the Corporation which are
      beneficially





3







owned
      by
      the Shareholder, and (d) any material interest of the Shareholder in such
      business.  Notwithstanding anything in these By-Laws to the contrary,
      no business shall be conducted at an Annual Meeting except in accordance with
      the procedures set forth in this Section 11.  The Chairman of an
      Annual Meeting shall, if the facts warrant, determine and declare to the Meeting
      that business was not properly brought before the Meeting and in accordance
      with
      the provisions of this Section 11, and if he should so determine, he shall
      so
      declare to the Meeting and any such business not properly brought before the
      Meeting shall not be transacted.  At any Special Meeting of the
      Shareholders, only such business shall be conducted as shall have been brought
      before the Meeting by or at the direction of the Board of
      Directors.




**Section
      12.***Notice of Shareholder
      Nominees**.*  Only persons who are nominated in
      accordance with the procedures set forth in this Section 12 shall be eligible
      for election as Directors.  Nominations of persons for election to the
      Board may be made at a Meeting of Shareholders by or at the direction of the
      Board of Directors, by any nominating committee or person appointed by the
      Board
      of Directors or by any Shareholder of the Corporation entitled to vote for
      the
      election of Directors at the Meeting who complies with the notice procedures
      set
      forth in this Section 12.  Such nominations, other than those made by
      or at the direction of the Board, shall be made pursuant to timely notice in
      writing to the Secretary of the Corporation.  To be timely, a
      Shareholder’s notice shall be delivered to or mailed and received at the
      principal executive offices of the Corporation not less than 120 days prior
      to
      the Meeting; provided, however, that in the event that less than 130 days’
notice or prior public disclosure of the date of the Meeting is given or made
      to
      Shareholders (which notice or public disclosure shall include the date of the
      Annual Meeting specified in these By-Laws, if such By-Laws have been filed
      with
      the Securities and Exchange Commission and if the Annual Meeting is held on
      such
      date), notice by the Shareholders to be timely must be so received not later
      than the close of business on the 10th day following the day on which such
      notice of the date of the Meeting was mailed or such public disclosure was
      made.  Such Shareholder’s notice shall set forth (a) as to each person
      whom the Shareholder proposes to nominate for election or re-election as a
      Director, (i) the name, age, business address and residence address of such
      person, (ii) the principal occupation or employment of such person, (iii) the
      class and number of shares of the Corporation which are beneficially owned
      by
      such person and (iv) any other information relating to such person that is
      required to be disclosed in solicitations of proxies for election of Directors,
      or is otherwise required, in each case pursuant to Regulation 14A under the
      Securities Exchange Act of 1934, as amended (including without limitation such
      person’s written consent to being named in the proxy statement as a nominee and
      to serving as a Director if elected); and (b) as to the Shareholder giving
      the
      notice (i) the name and record address of such Shareholder and (ii) the class
      and number of shares of the Corporation which are beneficially owned by such
      Shareholder.  No person shall be eligible for election as a Director
      of the Corporation unless nominated in accordance with the procedures set forth
      in this Section 12.  The Chairman of the Meeting shall, if the facts
      warrant, determine and declare to the Meeting that a nomination was not made
      in
      accordance with the procedures prescribed by these By-Laws, and if he should
      so
      determine, he shall so declare to the Meeting and the defective nomination
      shall
      be disregarded.





4







**ARTICLE
      IV**


**Board
      of Directors**




**Section
      1.***Number**.*  The business and
      affairs of the Corporation shall be managed by a Board of not less than five
      (5)
      nor more than fifteen (15) Directors, as may be specified from time to time
      by
      resolution adopted by a majority of the total number of the Corporation’s
      Directors, divided into three classes as provided in the Articles.  If
      and whenever the Board of Directors has not specified the number of Directors,
      the number shall be six.  Directors (a) must have their primary
      domicile in either Jefferson County, Indiana or Trimble County, Kentucky, and
      (b) must have a loan or deposit relationship with Madison First Federal Savings
      & Loan Association which they have maintained for at least a continuous
      period of twelve (12) months immediately prior to their nomination to the
      Board.  In addition, each Director who is not an employee of the
      Corporation or any of its subsidiaries must have served as a member of a civic
      or community organization based in Jefferson County, Indiana or Trimble County,
      Kentucky for at least a continuous period of twelve (12) months during the
      five
      (5) years prior to his or her nomination to the Board.  The Board may
      elect or appoint, from among its members, a Chairman of the Board (the
“Chairman”), who need not be an officer (an “Officer”) or employee of the
      Corporation.  The Chairman, if elected or appointed, shall preside at
      all Shareholder Meetings and Board Meetings and shall have such other powers
      and
      perform such other duties as are incident to such position and as may be
      assigned by the Board.




**Section
      2.***Vacancies and Removal**.*  Any
      vacancy occurring in the Board shall be filled as provided in the
      Articles.  Shareholders shall be notified of any increase in the
      number of Directors and the name, principal occupation and other pertinent
      information about any Director elected by the Board to fill any
      vacancy.  Any Director, or the entire Board, may be removed from
      office only as provided in the Articles.




**Section
      3.***Powers and Duties**.*  In
      addition to the powers and duties expressly conferred upon it by law, the
      Articles or these By-Laws, the Board may exercise all such powers of the
      Corporation and do all such lawful acts and things as are not inconsistent
      with
      the law, the Articles or these By-Laws.




**Section
      4.***Annual Board
      Meeting**.*  Unless otherwise determined by the Board,
      the Board shall meet each year immediately after the Annual Meeting, at the
      place where such Meeting has been held, for the purpose of organization,
      election of Officers of the Corporation (the “Officers”) and consideration of
      any other business that may properly be brought before such annual meeting
      of
      the Board (the “Annual Board Meeting”).  No notice shall be necessary
      for the holding of the Annual Board Meeting.  If the Annual Board
      Meeting is not held as above provided, the election of Officers may be held
      at
      any subsequent duly constituted meeting of the Board (a “Board
      Meeting”).




**Section
      5.***Regular Board
      Meetings**.*  Regular meetings of the Board (“Regular
      Board Meetings”) may be held at stated times or from time to time, and at such
      place, either within or without the State of Indiana, as the Board may
      determine, without call and without notice.




**Section
      6.***Special Board
      Meetings**.*  Special meetings of the Board (“Special
      Board Meetings”) may be called at any time or from time to time, and shall be
      called on the written request of at least two Directors, by the Chairman or
      the
      President, by causing the Secretary or any Assistant Secretary to give to each
      Director, either personally or by mail, telephone, telegraph, teletype or other
      form of wire or wireless communication at least two days’ notice of





5







the
      date,
      time and place of such Meeting.  Special Board Meetings shall be held
      at the Principal Office or at such other place, within or without the State
      of
      Indiana, as shall be specified in the respective notices or waivers of notice
      thereof.




**Section
      7.***Waiver of Notice and
      Assent**.*  A Director may waive notice of any Board
      Meeting before or after the date and time of the Board Meeting stated in the
      notice by a written waiver signed by the Director and filed with the minutes
      or
      corporate records.  A Director’s attendance at or participation in a
      Board Meeting shall constitute a waiver of notice of such Meeting and assent
      to
      any corporate action taken at such Meeting, unless (a) the Director at the
      beginning of such Meeting (or promptly upon his arrival) objects to holding
      of
      or transacting business at the Meeting and does not thereafter vote for or
      assent to action taken at the Meeting; (b) the Director’s dissent or abstention
      from the action taken is entered in the minutes of such Meeting; or (c) the
      Director delivers written notice of his dissent or abstention to the presiding
      Director at such Meeting before its adjournment, or to the Secretary immediately
      after its adjournment.  The right of dissent or abstention is not
      available to a Director who votes in favor of the action taken.




**Section
      8.***Quorum**.*  At all Board
      Meetings, a majority of the number of Directors designated for the full Board
      (the “Full Board”) shall be necessary to constitute a quorum for the transaction
      of any business, except (a) that for the purpose of filling of vacancies a
      majority of Directors then in office shall constitute a quorum, and (b) that
      a
      lesser number may adjourn the Meeting from time to time until a quorum is
      present.  The act of a majority of the Board present at a Meeting at
      which a quorum is present shall be the act of the Board, unless the act of
      a
      greater number is required by law, the Articles or these By-Laws.




**Section
      9.***Audit and Other Committees of the
      Board**.*  The Board shall, by resolution adopted by a
      majority of the Full Board, designate an Audit Committee comprised of two or
      more Directors, which shall have such authority and exercise such duties as
      shall be provided by resolution of the Board.  The Board may, by
      resolution adopted by such majority, also designate other regular or special
      committees of the Board (“Committees”), in each case comprised of two or more
      Directors and to have such powers and exercise such duties as shall be provided
      by resolution of the Board.




**Section
      10.***Resignations**.*  Any
      Director may resign at any time by giving written notice to the Board, The
      Chairman, the President or the Secretary.  Any such resignation shall
      take effect when delivered unless the notice specifies a later effective
      date.  Unless otherwise specified in the notice, the acceptance of
      such resignation shall not be necessary to make it effective.




**Section
      11.***Age Limitations**.*  No
      person seventy-five (75) years of age or older shall be eligible for election,
      re-election, appointment or reappointment to the Board.  No Director
      shall serve as such beyond the Annual Meeting of the Corporation immediately
      following the Director becoming seventy-five (75) years of age.




**ARTICLE
      V**


**Officers**




**Section
      1.***Officers**.*  The Officers
      shall be the President, one or more Vice Presidents, the Secretary and the
      Treasurer, and may include one or more Assistant Secretaries, one or more
      Assistant Treasurers, a Comptroller and one or more Assistant
      Comptrollers.  Any two or more





6







offices
      may be held by the same person.  The Board may from time to time elect
      or appoint such other Officers as it shall deem necessary, who shall exercise
      such powers and perform such duties as may be prescribed from time to time
      by
      these By-Laws or, in the absence of a provision in these By-Laws in respect
      thereto, as may be prescribed from time to time by the Board.




**Section
      2.***Election of Officers**.*  The
      Officers shall be elected by the Board at the Annual Board Meeting and shall
      hold office for one year or until their respective successors shall have been
      duly elected and shall have qualified; provided, however, that the Board may
      at
      any time elect one or more persons to new or different offices and/or change
      the
      title, designation and duties and responsibilities of any of the Officers
      consistent with the law, the Articles and these By-Laws.




**Section
      3.***Vacancies; Removal**.*  Any
      vacancy among the Officers may be filled for the unexpired term by the
      Board.  Any Officer may be removed at any time by the affirmative vote
      of a majority of the Full Board.




**Section
      4.***Delegation of Duties**.*  In
      the case of the absence, disability, death, resignation or removal from office
      of any Officer, or for any other reason that the Board shall deem sufficient,
      the Board may delegate, for the time being, any or all of the powers or duties
      of such Officer to any other Officer or to any Director.




**Section
      5.***President**.*  The President
      shall be a Director and, subject to the control of the Board, shall have general
      charge of and supervision and authority over the business and affairs of the
      Corporation, and shall have such other powers and perform such other duties
      as
      are incident to this office and as may be assigned to him by the
      Board.  In the case of the absence or disability of the Chairman or if
      no Chairman shall be elected or appointed by the Board, the President shall
      preside at all Shareholder Meetings and Board Meetings.




**Section
      6.***Vice Presidents**.*  Each of
      the Vice Presidents shall have such powers and perform such duties as may be
      prescribed for him by the Board or delegated to him by the
      President.  In the case of the absence, disability, death, resignation
      or removal from office of the President, the powers and duties of the President
      shall, for the time being, devolve upon and be exercised by the Executive Vice
      President, if there be one, and if not, then by such one of the Vice Presidents
      as the Board or the President may designate, or, if there be but one Vice
      President, then upon such Vice President; and he shall thereupon, during such
      period, exercise and perform all of the powers and duties of the President,
      except as may be otherwise provided by the Board.




**Section
      7.***Secretary**.*  The Secretary
      shall have the custody and care of the Seal, records, minutes and the Stock
      Book
      of the Corporation; shall attend all Shareholder Meetings and Board Meetings,
      and duly record and keep the minutes of their proceedings in a book or books
      to
      be kept for that purpose; shall give or cause to be given notice of all
      Shareholder Meetings and Board Meetings when such notice shall be required;
      shall file and take charge of all papers and documents belonging to the
      Corporation; and shall have such other powers and perform such other duties
      as
      are incident to the office of secretary of a business corporation, subject
      at
      all times to the direction and control of the Board and the
      President.




**Section
      8.***Assistant
      Secretaries**.*  Each of the Assistant Secretaries
      shall assist the Secretary in his duties and shall have such other powers and
      perform such other duties as may be prescribed for him by the Board or delegated
      to him by the President.  In case of the absence,





7







disability,
      death, resignation or removal from office of the Secretary, his powers and
      duties shall, for the time being, devolve upon such one of the Assistant
      Secretaries as the Board, the President or the Secretary may designate, or,
      if
      there be but one Assistant Secretary, then upon such Assistant Secretary; and
      he
      shall thereupon, during such period, exercise and perform all of the powers
      and
      duties of the Secretary, except as may be otherwise provided by the
      Board.




**Section
      9.***Treasurer**.*  The Treasurer
      shall have control over all records of the Corporation pertaining to moneys
      and
      securities belonging to the Corporation; shall have charge of, and be
      responsible for, the collection, receipt, custody and disbursements of funds
      of
      the Corporation; shall have the custody of all securities belonging to the
      Corporation; shall keep full and accurate accounts of receipts and disbursements
      in books belonging to the Corporation; and shall disburse the funds of the
      Corporation as may be ordered by the Board, taking proper receipts or making
      proper vouchers for such disbursements and preserving the same at all times
      during his term of office.  When necessary or proper, he shall endorse
      on behalf of the Corporation all checks, notes or other obligations payable
      to
      the Corporation or coming into his  possession for or on behalf of the
      Corporation, and shall deposit the funds arising therefrom, together with all
      other funds and valuable effects of the Corporation coming into his possession,
      in the name and the credit of the Corporation in such depositories as the Board
      from time to time shall direct, or in the absence of such action by the Board,
      as may be determined by the President or any Vice President.  If the
      Board has not elected a Comptroller or an Assistant Comptroller, or in the
      absence or disability of the Comptroller and each Assistant Comptroller or
      if,
      for any reason, a vacancy shall occur in such offices, then during such period
      the Treasurer shall have, exercise and perform all of the powers and duties
      of
      the Comptroller.  The Treasurer shall also have such other powers and
      perform such other duties as are incident to the office of treasurer of a
      business corporation, subject at all times to the direction and control of
      the
      Board and the President.




If
      required by the Board, the Treasurer shall give the Corporation a bond, in
      such
      an amount and with such surety or sureties as may be ordered by the Board,
      for
      the faithful performance of the duties of his office and for the restoration
      to
      the Corporation, in case of his death, resignation, retirement or removal from
      office, of all books, papers, vouchers, money and other property of whatever
      kind in his possession or under his control belonging to the
      Corporation.




**Section
      10.***Assistant
      Treasurers**.*  Each of the Assistant Treasurers shall
      assist the Treasurer in his duties, and shall have such other powers and perform
      such other duties as may be prescribed for him by the Board or delegated to
      him
      by the President.  In case of the absence, disability, death,
      resignation or removal from office of the Treasurer, his powers and duties
      shall, for the time being, devolve upon such one of the Assistant Treasurers
      as
      the Board, the President or the Treasurer may designate, or, if there be but
      one
      Assistant Treasurer, then upon such Assistant Treasurer; and he shall thereupon,
      during such period, exercise and perform all the powers and duties of the
      Treasurer except as may be otherwise provided by the Board.  If
      required by the Board, each Assistant Treasurer shall likewise give the
      Corporation a bond, in such amount and with such surety or sureties as may
      be
      ordered by the Board, for the same purposes as the bond that may be required
      to
      be given by the Treasurer.




**Section
      11.***Comptroller**.*  The
      Comptroller shall have direct control over all accounting records of the
      Corporation pertaining to moneys, properties, materials and supplies, including
      the bookkeeping and accounting departments; shall have direct supervision over
      the accounting





8







records
      in all other departments pertaining to moneys, properties, materials and
      supplies; shall render to the President and the Board, at Regular Board Meetings
      or whenever the same shall be required, an account of all his transactions
      as
      Comptroller and of the financial condition of the Corporation; and shall have
      such other powers and perform such other duties as are incident to the office
      of
      comptroller of a business corporation, subject at all times to the direction
      and
      control of the Board and the President.




**Section
      12.***Assistant
      Comptrollers**.*  Each of the Assistant Comptrollers
      shall assist the Comptroller in his duties, and shall have such other powers
      and
      perform such other duties as may be prescribed for him by the Board or delegated
      to him by the President.  In case of the absence, disability, death,
      resignation or removal from office of the Comptroller, his powers and duties
      shall, for the time being, devolve upon such one of the Assistant Comptrollers
      as the Board, the President or the Comptroller may designate, or, if there
      be
      but one Assistant Comptroller, then upon such Assistant Comptroller; and he
      shall thereupon, during such period, exercise and perform all the powers and
      duties of the Comptroller, except as may be otherwise provided by the
      Board.




**Section
      13.***Age Limitations**.*  No
      person seventy (70) years of age or older shall be eligible for election,
      reelection, appointment, or reappointment as an Officer of the
      Corporation.  No Officer shall serve beyond the Annual Meeting of the
      Corporation immediately following the Officer becoming seventy (70) years of
      age.




**ARTICLE
      VI**


**Certificates
      for Shares**




**Section
      1.***Certificates**.*  Certificates
      for Shares (“Certificates”) shall be in such form, consistent with law and the
      Articles, as shall be approved by the Board.  Certificates for each
      class, or series within a class, of Shares, shall be numbered consecutively
      as
      issued.  Each Certificate shall state the name of the Corporation and
      that it is organized under the laws of the State of Indiana; the name of the
      registered holder; the number and class and the designation of the series,
      if
      any, of the Shares represented thereby; and a summary of the designations,
      relative rights, preferences and limitations applicable to such class and,
      if
      applicable, the variations in rights, preferences and limitations determined
      for
      each series and the authority of the Board to determine such variations for
      future series; provided, however, that such summary may be omitted if the
      Certificate states conspicuously on its front or back that the Corporation
      will
      furnish the Shareholder such information upon written request and without
      charge.  Each Certificate shall be signed (either manually or in
      facsimile) by (i) the President or a Vice President and (ii) the Secretary
      or an
      Assistant Secretary, or by any two or more Officers that may be designated
      by
      the Board, and may have affixed thereto the Seal, which may be a facsimile,
      engraved or printed.




**Section
      2.***Record of
      Certificates**.*  Shares shall be entered in the Stock
      Book as they are issued, and shall be transferable on the Stock Book by the
      holder thereof in person, or by his attorney duly authorized thereto in writing,
      upon the surrender of the outstanding Certificate therefor properly
      endorsed.




**Section
      3.***Lost or Destroyed
      Certificates**.*  Any person claiming a Certificate to
      be lost or destroyed shall make affidavit or affirmation of that fact and,
      if
      the Board or the President shall so require, shall give the Corporation and/or
      the transfer agents and registrars, if they shall





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so
      require, a bond of indemnity, in form and with one or more sureties satisfactory
      to the Board or the President and/or the transfer agents and registrars, in
      such
      amount as the Board or the President may direct and/or the transfer agents
      and
      registrars may require, whereupon a new Certificate may be issued of the same
      tenor and for the same number of Shares as the one alleged to be lost or
      destroyed.




**Section
      4.***Shareholder
      Addresses**.*  Every Shareholder shall furnish the
      Secretary with an address to which notices of Meetings and all other notices
      may
      be served upon him or mailed to him, and in default thereof notices may be
      addressed to him at his last known address or at the Principal
      Office.




**ARTICLE
      VII**


**Corporate
      Books and Records**




**Section
      1.***Places of Keeping**.*  Except
      as otherwise provided by law, the Articles or these By-Laws, the books and
      records of the Corporation (including the “Corporate Records,” as defined in the
      Articles) may be kept at such place or places, within or without the State
      of
      Indiana, as the Board may from time to time by resolution determine or, in
      the
      absence of such determination by the Board, as shall be determined by the
      President.




**Section
      2.***Stock Book**.*  The
      Corporation shall keep at the Principal Office the original Stock Book or a
      duplicate thereof, or, in case the Corporation employs a stock registrar or
      transfer agent within or without the State of Indiana, another record of the
      Shareholders in a form that permits preparation of a list of the names and
      addresses of all the Shareholders, in alphabetical order by class of Shares,
      stating the number and class of Shares held by each Shareholder (the “Record of
      Shareholders”).




**Section
      3.***Inspection of Corporate
      Records**.*  Any Shareholder (or the Shareholder’s
      agent or attorney authorized in writing) shall be entitled to inspect and copy
      at his expense, after giving the Corporation at least five business days’
written notice of his demand to do so, the following Corporate Records: (1)
      the
      Articles; (2) these By-Laws; (3) minutes of all Shareholder Meetings and records
      of all actions taken by the Shareholders without a meeting (collectively,
“Shareholders Minutes”) for the prior three years; (4) all written
      communications by the Corporation to the Shareholders including the financial
      statements furnished by the Corporation to the Shareholders for the prior three
      years; (5) a list of the names and business addresses of the current Directors
      and the current Officers; and (6) the most recent Annual Report of the
      Corporation as filed with the Secretary of State of Indiana.  Any
      Shareholder (or the Shareholder’s agent or attorney authorized in writing) shall
      also be entitled to inspect and copy at his expense, after giving the
      Corporation at least five business days’ written notice of his demand to do so,
      the following Corporate Records, if his demand is made in good faith and for
      a
      proper purpose and describes with reasonable particularity his purpose and
      the
      records he desires to inspect,
      and the records are directly connected with his purpose: (1) to the extent
      not
      subject to inspection under the previous sentence, Shareholders Minutes,
      excerpts from minutes of Board Meetings and of Committee meetings, and records
      of any actions taken by the Board or any Committee without a meeting; (2)
      appropriate accounting records of the Corporation; and (3) the Record of
      Shareholders.




**Section
      4.***Record Date**.*  The Board
      may, in its discretion, fix in advance a Record Date not more than seventy
      days
      before the date (a) of any Shareholder Meeting, (b) for the payment





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of
      any
      dividend or the making of any other distribution, (c) for the allotment of
      rights, or (d) when any change or conversion or exchange of Shares shall go
      into
      effect.  If the Board fixes a Record Date, then only Shareholders who
      are Shareholders of record on such Record Date shall be entitled (a) to notice
      of and/or to vote at any such Meeting, (b) to receive any such dividend or
      other
      distribution, (c) to receive any such allotment of rights, or (d) to exercise
      the rights in respect of any such change, conversion or exchange of Shares,
      as
      the case may be, notwithstanding any transfer of Shares on the Stock Book after
      such Record Date.




**Section
      5.***Transfer Agents;
      Registrars**.*  The Board may appoint one or more
      transfer agents and registrars for its Shares and may require all Certificates
      to bear the signature either of a transfer agent or of a registrar, or
      both.




**ARTICLE
      VIII**


**Checks,
      Drafts, Deeds and Shares of Stock**




**Section
      1.***Checks, Drafts, Notes, Etc.*  All
      checks, drafts, notes or orders for the payment of money of the Corporation
      shall, unless otherwise directed by the Board or otherwise required by law,
      be
      signed by one or more Officers as authorized in writing by the
      President.  In addition, the President may authorize any one or more
      employees of the Corporation (“Employees”) to sign checks, drafts and orders for
      the payment of money not to exceed specific maximum amounts as designated in
      writing by the President for any one check, draft or order.  When so
      authorized by the President, the signature of any such Officer or Employee
      may
      be a facsimile signature.




**Section
      2.***Deeds, Notes, Bonds, Mortgages, Contracts,
      Etc.*  All deeds, notes, bonds and mortgages made by the
      Corporation, and all other written contracts and agreements, other than those
      executed in the ordinary course of corporate business, to which the Corporation
      shall be a party, shall be executed in its name by the President, a Vice
      President or any other Officer so authorized by the Board and, when necessary
      or
      required, the Secretary or an Assistant Secretary shall attest the execution
      thereof.  All written contracts and agreements into which the
      Corporation enters in the ordinary course of corporate business shall be
      executed by any Officer or by any other Employee designated by the President
      or
      a Vice President to execute such contracts and agreements.




**Section
      3.***Sale or Transfer of
      Stock**.*  Subject always to the further orders and
      directions of the Board, any share of stock issued by any corporation and owned
      by the Corporation (including reacquired Shares of the Corporation) may, for
      sale or transfer, be endorsed in the name of the Corporation by the President
      or
      a Vice President, and said endorsement shall be duly attested by the Secretary
      or an Assistant Secretary either with or without affixing thereto the
      Seal.




**Section
      4.***Voting of Stock of Other
      Corporations**.*  Subject always to the further orders
      and directions of the Board, any share of stock issued by any other corporation
      and owned or controlled by the Corporation (an “Investment Share”) may be voted
      at any shareholders’ meeting of such other corporation by the President or by a
      Vice President.  Whenever, in the judgment of the President, it is
      desirable for the Corporation to execute a proxy or give a shareholder’s consent
      in respect of any Investment Share, such proxy or consent shall be executed
      in
      the name of the Corporation by the President or a Vice President, and, when
      necessary or required, shall be attested by the Secretary or an Assistant
      Secretary either with or





11







without
      affixing thereto the Seal.  Any person or persons designated in the
      manner above stated as the proxy or proxies of the Corporation shall have full
      right, power and authority to vote an Investment Share the same as such
      Investment Share might be voted by the Corporation.




**ARTICLE
      IX**


**Fiscal
      Year**




**Section
      1.***Fiscal Year**.*  The
      Corporation’s fiscal year shall begin on January 1 of each year and end on
      December 31 of the same year.




**ARTICLE
      X**


**Amendments**




**Section
      1.***Amendments**.*  These By-Laws
      may be altered, amended or repealed, in whole or in part, and new By-Laws may
      be
      adopted, at any Board Meeting by the affirmative vote of a majority of the
      Full
      Board.
















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