CODE OF BY-LAWS

                                       OF

                          UNION ACCEPTANCE CORPORATION

                        (AMENDED AS OF DECEMBER 17, 2001)


                                    ARTICLE I

                                     Offices


     Section 1. Principal Office. The principal office (the "Principal  Office")
of  Union  Acceptance  Corporation  (the  "Corporation")  shall  be at 45  North
Pennsylvania Street,  Indianapolis,  Indiana 46204, 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  Corporation  shall not adopt a corporate
seal,  and the use of a corporate  seal shall not be  necessary  to validate any
corporate  act.  Should it become  necessary or  appropriate  for some reason to
utilize a corporate seal at any time, the Chief Executive  Officer may cause one
to be prepared and used on behalf of the Corporation.


                                   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 10:00 a.m. on the second Tuesday of
the fourth  month  following  the end of each  fiscal year (or, if such day is a
legal holiday, on the next succeeding day not a legal holiday),  for the purpose
of electing  directors of the Corporation  ("Directors") and for the transaction
of such other business as may legally come before the Annual Meeting. If for any
reason  the  Annual  Meeting  shall  not be held at the  date  and  time  herein
provided,  the same may be held at any time  thereafter,  or the  business to be
transacted at such Annual  Meeting may be  transacted at any special  meeting of
the Shareholders (a "Special Meeting") called for that purpose.

     Section 3.  Notice of Annual  Meeting.  Written  or  printed  notice of the
Annual Meeting,  stating the date, time and place thereof, shall be delivered or
mailed by the Secretary or an Assistant  Secretary to each Shareholder of record
entitled to notice of such Meeting, at such address as appears on the records of
the  Corporation,  at least ten and not more than sixty days  before the date of
such Meeting.

     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")  or by the Board or the  Chief  Executive
Officer if no Chairman shall be elected or appointed by the Board or in the case
of the absence or disability of the Chairman,  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 Chief  Executive  Officer,
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  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 Corporation's Articles of
Incorporation,  as the same may, from time to time, be amended  and/or  restated
(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.  Upon the
demand of any Shareholder voting in person, voting for Directors and voting upon
any other question  properly before a Meeting,  shall be by ballot.  A plurality
vote shall be necessary to elect any  Director,  and on all other  matters,  the
action or a question  shall be approved  if the number of votes cast  thereon in
favor of the action or question  exceeds the number of votes cast  opposing  the
action or question, except as otherwise provided by law or the Articles.

     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 (5) 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 (11) months from the date of its  execution,
unless a 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  sixty  (60)  days  prior to the  Meeting;  provided,
however,  that in the event that less than  seventy  (70) 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 tenth 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 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 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  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  sixty  (60)  days  prior to the  Meeting;  provided,
however,  that in the event that less than  seventy  (70) 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 tenth 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,  the defective nomination shall be
disregarded.


                                   ARTICLE IV

                               Board of Directors

     Section 1. Number.  The business  and affairs of the  Corporation  shall be
managed  by a Board  of not  less  than  five  (5) nor  more  than  twelve  (12)
Directors,  as may be  specified  from time to time by  resolution  adopted by a
majority of the total number of the Corporation's Directors. If and whenever the
Board of Directors has not  specified the number of Directors,  the number shall
be five (5). The Board may elect or appoint,  from among its members, a Chairman
of the Board (the  "Chairman"),  who need not be an employee of the Corporation.
The Chairman  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 or these By-Laws.

     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
Chief Executive Officer,  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 (2) days'
notice of the date, time and place of such Meeting. Special Board Meetings shall
be held at the  Principal  Office or at such other place,  within or without the
State of Indiana,  as shall be specified in the respective notices or waivers of
notice thereof.

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

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

     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 Chief  Executive  Officer,  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.


                                    ARTICLE V

                                    Officers

     Section 1. Officers. The Officers shall be the Chief Executive Officer, 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 and
such other  Officers  as may be chosen by the Board at such time in such  manner
and for such terms as the Board may  prescribe.  Any two or more  offices may be
held by the same  person.  The Board may from time to time elect or appoint such
other  Officers as it shall deem  necessary,  who shall exercise such powers and
perform such duties as may be prescribed  from time to time by these By-Laws or,
in the absence of a provision  in these  By-Laws in respect  thereto,  as may be
prescribed from time to time by the Board.

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

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

     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. Chief Executive Officer. The Chief Executive Officer, subject to
the  control  of the Board,  shall  have  general  charge  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.  If and so long as,  the Chief  Executive
Officer shall be a duly elected and incumbent  member of the Board of Directors,
the Chief Executive  Officer shall be the Chairman of the Board of Directors and
shall preside at all Shareholder meetings and Board Meetings.

     Section 6.  President.  The  President  shall be Chief  Operating  Officer,
subject to the control of the Chief Executive  Officer and the Board,  and shall
have general charge of and  supervision and authority over the operations 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 Chief Executive
Officer or the Board.  In the case of the  absence  or  disability  of the Chief
Executive Officer, the President shall fulfill the duties of the Chief Executive
Officer.

     Section 7. 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.  The Board of Directors may elect or appoint
one or more Vice  Presidents with one or more  descriptive  words as part of any
such  Officer's  formal title and which indicate such Vice  President's  ranking
seniority or scope of authority;  provided that an Officer  appointed or elected
Executive  Vice  President  shall  generally  have charge of a principal unit or
segment of the Corporation's  operations as designated by the Board. 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 Chief  Executive  Officer or by such one of
the Vice Presidents as the Board or the Chief  Executive  Officer may designate,
or, in the  absence  of the Chief  Executive  Officer,  if there be but one Vice
President, then upon such Vice President; and he or she 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 8. Secretary.  The Secretary shall have the custody and care of the
corporate  seal (if one  exists),  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,  the  Chief  Executive  Officer  or the
President.

     Section 9. 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  Chief  Executive  Officer  or the  President.  In case  of the  absence,
disability,  death,  resignation  or removal from office of the  Secretary,  his
powers  and  duties  shall,  for the time  being,  devolve  upon such one of the
Assistant Secretaries as the Board, the Chief Executive Officer or the President
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 10. 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 Chief
Executive  Officer or the  President.  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, the Chief Executive Officer 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 11. 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  Chief  Executive  Officer  or 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 Chief Executive Officer or the President
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.


                                   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  Chief  Executive  Officer  or 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  corporate  seal (if one  exists),  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 Chief  Executive  Officer shall so require,  shall
give the Corporation and/or the transfer agents and registrars, if they shall so
require, a bond of indemnity, in form and with one or more sureties satisfactory
to the Board or the Chief  Executive  Officer  and/or  the  transfer  agents and
registrars,  in such  amount  as the Board or the Chief  Executive  Officer  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.

     Section 5.  Uncertificated  Shares. To the extent permitted by Indiana Code
Section 23-1-26- 7, and to the extent authorized by the Board of Directors,  the
Corporation may issue some or all of its Shares without certificates, subject to
such regulations and limitations as may be adopted by the Board of Directors.


                                   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 Chief Executive Officer.

     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 (5)
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 (3) 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 (3) 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 (5) 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  (70)  days  before  the  date (a) of any
Shareholder  Meeting,  (b) for the payment of any  dividend or the making of any
other  distribution,  (c) for the allotment of rights, or (d) when any change or
conversion  or exchange  of Shares  shall go into  effect.  If the Board fixes a
Record  Date,  then only  Shareholders  who are  Shareholders  of record on such
Record  Date  shall be  entitled  (a) to  notice  of  and/or to vote at any such
Meeting, (b) to receive any such dividend or other distribution,  (c) to receive
any such  allotment  of rights,  or (d) to exercise the rights in respect of any
such  change,   conversion   or  exchange  of  Shares,   as  the  case  may  be,
notwithstanding any transfer of Shares on the Stock Book after such Record Date.

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


                                  ARTICLE VIII

                    Checks, Drafts, Deeds and Shares of Stock

     Section 1. Checks,  Drafts, Notes, Etc. All checks, drafts, notes or orders
for the  payment  of  money of or to the  Corporation  shall,  unless  otherwise
directed by the Board or otherwise required by law, be signed or endorsed by one
or more Officers as authorized in writing by the Chief Executive  Officer or the
President.  In addition,  the Chief  Executive  Officer 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 Chief Executive Officer for any one check, draft or
order.  When so authorized  by the Chief  Executive  Officer or  President,  the
signature  of any such Officer or Employee  may be a facsimile  signature.  From
time to time it is anticipated  that the Corporation  will enter into agreements
in the  ordinary  course of  business  with  automotive  dealerships  which will
provide for the acquisition by the Corporation of retail  installment  contracts
or  installment  loan  agreements  from dealers and will  authorize  appropriate
dealership  personnel to execute  drafts against the  Corporation's  account and
submit them for payment of the amount  financed  (subject to adjustments) by the
contract  so  acquired.  Such  execution  of such  drafts  made  pursuant  to an
effective dealer agreement duly executed and delivered by an appropriate Officer
of the Corporation is authorized.

     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 Chief Executive Officer,  or 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 Chief Executive Officer, or 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 Chief
Executive  Officer or 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 Chief Executive Officer or the President.  Whenever,  in the judgment of the
Chief Executive Officer or 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 Chief  Executive  Officer or the  President or a Vice  President,  and, when
necessary  or  required,  shall be attested  by the  Secretary  or an  Assistant
Secretary either with or without affixing thereto the Seal (if one exists).  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 at the
beginning  of the first day of  January  and end at the close of the last day of
December next succeeding.


                                    ARTICLE X

                       Control Share Acquisitions Statute

     Section 1.  Election  To Be  Governed  by the  Control  Share  Acquisitions
Statute.  Chapter 42 of the Indiana  Business  Corporation  Law, as amended (the
"Control  Share  Acquisitions  Statute"),  shall  apply  to  all  control  share
acquisitions   of  shares  of  the   Corporation.   The  term   "control   share
acquisitions", as used in this Article X, has the same meaning as defined in the
Control Share Acquisitions Statute.



                                   ARTICLE XI

                                   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.