BY-LAWS
OF
INTRENET, INC.
(As amended through March 8, 1998)


ARTICLE I

Meetings of Shareholders

		Section1.1.  Annual Meetings.  Annual meetings of the
shareholders of the Corporation shall be held on the third
Wednesday of May of each year, at such hour and at such place
within or without the State of Indiana as shall be designated by
the Board of Directors.  In the absence of designation, the
meeting shall be held at the principal office of the Corporation
at 11:00a.m. (local time).  The Board of Directors may, by
resolution, change the date or time of such annual meeting.  If
the day fixed for any annual meeting of shareholders shall fall
on a legal holiday, then such annual meeting shall be held on
the first following day that is not a legal holiday.

		Section1.2.  Special Meetings.  Special meetings of the
shareholders of the Corporation may be called at any time by the
Board of Directors or the Chairman of the Board and shall be
called by the Board of Directors if the Secretary receives
written, dated and signed demands for a special meeting,
describing in reasonable detail the purpose or purposes for
which it is to be held, from the holders of shares representing
at least twenty-five percent (25%) of all votes entitled to be
cast on any issue proposed to be considered at the proposed
special meeting.  If the Secretary receives one(1) or more
proper written demands for a special meeting of shareholders,
the Board of Directors may set a record date for determining
shareholders entitled to make such demand.  The Board of
Directors or the Chairman of the Board, as the case may be,
calling a special meeting of shareholders shall set the date,
time and place of such meeting, which may be held within or
without the State of Indiana.

		Section1.3.  Notices.  A written notice, stating the date,
time, and place of any meeting of the shareholders, and, in the
case of a special meeting, the purpose or purposes for which
such meeting is called, shall be delivered or mailed by the
Secretary of the Corporation, to each shareholder of record of
the Corporation entitled to notice of or to vote at such meeting
no fewer than ten(10) nor more than sixty(60) days before the
date of the meeting.  In the event of a special meeting of
shareholders required to be called as the result of a demand
therefor made by shareholders, such notice shall be given no
later than the sixtieth (60th) day after the Corporation's
receipt of the demand requiring the meeting to be called. 
Notice of shareholders' meetings, if mailed, shall be mailed,
postage prepaid, to each shareholder at his address shown in the
Corporation's current record of shareholders.

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

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

		Section 1.4.  Business of Shareholder Meetings.  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 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 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 of 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's capital
stock 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 Section1.4. 
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 Section1.4, 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 specified in the notice of
meeting (or any supplement thereto) or otherwise properly
brought before the meeting by or at the direction of the Board
of Directors.

		Section 1.5.  Notice of Shareholder Nominees.  Only persons
who are nominated in accordance with the procedures set forth in
this Section1.5 shall be eligible for election as Directors. 
Nominations of persons for election to the Board of Directors
may be made at a meeting of shareholders by or at the direction
of the Board of Directors, by any nominating committee or
persons 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 Section1.5.  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 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 (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's capital stock 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 Regulation14A 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 servicing 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's capital stock 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
Section1.5.  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.

		Section1.6.  Voting.  Except as otherwise provided by the
Indiana Business Corporation Law or the Corporation's Restated
Articles of Incorporation, each share of the capital stock of
any class of the Corporation that is outstanding at the record
date established for any annual or special meeting of
shareholders and is outstanding at the time of and represented
in person or by proxy at the annual or special meeting, shall
entitle the record holder thereof, or his proxy, to one(1) vote
on each matter voted on at the meeting.

		Section1.7.  Quorum.  Unless the Corporation's Restated
Articles of Incorporation or the Indiana Business Corporation
Law provide otherwise, at all meetings of shareholders, a
majority of the votes entitled to be cast on a matter,
represented in person or by proxy, constitutes a quorum for
action on the matter.  Action may be taken at a shareholders'
meeting only on matters with respect to which a quorum exists;
provided, however, that any meeting of shareholders, including
annual and special meetings and any adjournments thereof, may be
adjourned to a later date although less than a quorum is
present.  Once a share is represented for any purpose at a
meeting, it is deemed present for quorum purposes for the
remainder of the meeting and for any adjournment of that meeting
unless a new record date is or must be set for that adjourned
meeting.

		Section1.8.  Vote Required To Take Action.  If a quorum exists
as to a matter to be considered at a meeting of shareholders,
action on such matter (other than the election of Directors) is
approved if the votes properly cast favoring the action exceed
the votes properly cast opposing the action, except as the
Corporation's Restated Articles of Incorporation or the Indiana
Business Corporation Law require a greater number of affirmative
votes.  Directors shall be elected by a plurality of the votes
properly cast.

		Section1.9.  Record Date.  Only such persons shall be entitled
to notice of or to vote, in person or by proxy, at any
shareholders' meeting as shall appear as shareholders upon the
books of the Corporation as of such record date as the Board of
Directors shall determine, which date may not be earlier than
the date seventy(70) days immediately preceding the meeting.  In
the absence of such determination, the record date shall be the
fiftieth (50th) day immediately preceding the date of such
meeting.  Unless otherwise provided by the Board of Directors,
shareholders shall be determined as of the close of business on
the record date.

		Section1.10.  Proxies.  A shareholder may vote his shares
either in person or by proxy.  A shareholder may appoint a proxy
to vote or otherwise act for the shareholder (including
authorizing the proxy to receive, or to waive, notice of any
shareholders' meeting within the effective period of such proxy)
by signing an appointment form, either personally or by the
shareholders' attorney-in-fact.  An appointment of a proxy is
effective when received by the Secretary or other officer or
agent authorized to tabulate votes and is effective for
eleven(11) months unless a longer period is expressly provided
in the appointment form.  The proxy's authority may be limited
to a particular meeting or may be general and authorize the
proxy to represent the shareholder at any meeting of
shareholders held within the time provided in the appointment
form.  Subject to the Indiana Business Corporation Law and to
any express limitation on the proxy's authority appearing on the
face of the appointment form, the Corporation is entitled to
accept the proxy's vote or other action as that of the
shareholder making the appointment.

		Section1.11.  Removal of Directors.  Any or all of the members
of the Board of Directors may be removed, with or without cause,
only at a meeting of the shareholders called expressly for that
purpose, by a vote of the holders of shares representing a
majority of the votes then entitled to be cast at an election of
Directors.


ARTICLE II

Directors

		Section2.1.  Number and Terms.  The business and affairs of
the Corporation shall be managed under the direction of a Board
of Directors consisting of up to nine (9) Directors.  The exact
number of Directors may be determined from time to time by
resolution adopted by not less than a majority of the Directors
then in office.  No reduction in the number of Directors shall
have the effect of shortening the term of office of any
incumbent Director.  Each Director shall be elected for a term
of office to expire at the annual meeting of shareholders next
following his election.

		Despite the expiration of a Director's term, the Director
shall continue to serve until his successor is elected and
qualified, or until the earlier of his death, resignation,
disqualification or removal, or until there is a decrease in the
number of Directors.  Any vacancy occurring in the Board of
Directors, from whatever cause arising, shall be filled by
selection of a successor by a majority vote of the remaining
members of the Board of Directors (although less than a quorum);
provided, however, that if such vacancy or vacancies leave the
Board of Directors with no members or if the remaining members
of the Board are unable to agree upon a successor or determine
not to select a successor, such vacancy may be filled by a vote
of the shareholders at a special meeting called for that purpose
or at the next annual meeting of shareholders.  The term of a
Director elected or selected to fill a vacancy shall expire at
the end of the term for which such Director's predecessor was
elected.

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

		Section2.2.  Quorum and Vote Required To Take Action.  A
majority of the whole Board of Directors shall be necessary to
constitute a quorum for the transaction of any business, except
the filling of vacancies.  If a quorum is present when a vote is
taken, the affirmative vote of a majority of the Directors
present shall be the act of the Board of Directors, unless the
act of a greater number is required by the Indiana Business
Corporation Law, the Corporation's Restated Articles of
Incorporation or these By-Laws.

		Section2.3.  Annual and Regular Meetings.  The Board of
Directors shall meet annually, without notice, immediately
following the annual meeting of the shareholders, for the
purpose of transacting such business as properly may come before
the meeting.  Other regular meetings of the Board of Directors,
in addition to said annual meeting, shall be held on such dates,
at such times and at such places as shall be fixed by resolution
adopted by the Board of Directors and specified in a notice of
each such regular meeting, or otherwise communicated to the
Directors.  The Board of Directors may at any time alter the
date for the next regular meeting of the Board of Directors.

		Section2.4.  Special Meetings.  Special meetings of the Board
of Directors may be called by any member of the Board of
Directors upon not less than twenty-four (24) hours' notice
given to each Director of the date, time, and place of the
meeting, which notice need not specify the purpose or purposes
of the special meeting.  Such notice may be communicated in
person (either in writing or orally), by telephone, telegraph,
teletype, or other form of wire or wireless communication, or by
mail, and shall be effective at the earlier of the time of its
receipt or, if mailed, five(5) days after its mailing.  Notice
of any meeting of the Board may be waived in writing at any time
if the waiver is signed by the Director entitled to the notice
and is filed with the minutes or corporate records.  A
Director's attendance at or participation in a meeting waives
any required notice to the Director of the meeting, unless the
Director at the beginning of the meeting (or promptly upon the
Director's arrival) objects to holding the meeting or
transacting business at the meeting and does not thereafter vote
for or assent to action taken at the meeting.

		Section2.5.  Written Consents.  Any action required or
permitted to be taken at any meeting of the Board of Directors
may be taken without a meeting if the action is taken by all
members of the Board.  The action must be evidenced by one(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.  Action taken
under this Section2.5 is effective when the last Director signs
the consent, unless the consent specifies a different prior or
subsequent effective date, in which cases the action is
effective on or as of the specified date.  A consent signed
under this Section2.5 shall have the same effect as a unanimous
vote of all members of the Board and may be described as such in
any document.

		Section2.6.  Participation by Conference Telephone.  The Board
of Directors may permit any or all Directors to participate in a
regular or special meeting by, or through the use of, any means
of communication, such as conference telephone, by which all
Directors participating may simultaneously hear each other
during the meeting.  A Director participating in a meeting by
such means shall be deemed to be present in person at the
meeting.

		Section2.7.  Committees.  (a)The Board of Directors may create
one(1) or more committees and appoint members of the Board of
Directors to serve on them, by resolution of the Board of
Directors adopted by a majority of all the Directors in office
when the resolution is adopted.  Each committee may have one(1)
or more members, and all the members of a committee shall serve
at the pleasure of the Board of Directors.

		(b)	To the extent specified by the Board of Directors in the
resolution creating a committee, each committee may exercise all
of the authority of the Board of Directors; provided, however,
that a committee may not:


	(1)	Authorize dividends or other distributions, except a
committee may authorize or approve a reacquisition of shares if
done according to a formula or method prescribed by the Board of
Directors;


	(2)	Approve or propose to shareholders action that is required
to be approved by shareholders;


	(3)	Fill vacancies on the Board of Directors or on any of its
committees;


	(4)	Amend the Corporation's Restated Articles of Incorporation
under IC23-1-38-2;


	(5)	Adopt, amend, repeal, or waive provisions of these By-Laws;
or


	(6)	Approve a plan of merger not requiring shareholder approval.


		(c)	Except to the extent inconsistent with the resolutions
creating a committee, Sections2.1 through2.6 of these By-Laws,
which govern meetings, action without meetings, notice and
waiver of notice, quorum and voting requirements and telephone
participation in meetings of the Board of Directors, apply to
each committee and its members as well.


ARTICLE III


Officers

		Section3.1.  Designation, Selection and Terms.  The officers
of the Corporation shall consist of the Chairman of the Board,
the President, the Vice President-Finance, the Treasurer, the
Secretary, and the Controller.  The Board of Directors may also
elect other Vice Presidents, Assistant Secretaries, Assistant
Treasurers, Assistant Controllers, and such other officers or
assistant officers as it may from time to time determine by
resolution creating the office and defining the duties thereof. 
In addition, the President may, by a certificate of appointment
creating the office and defining the duties thereof delivered to
the Secretary for inclusion with the corporate records, from
time to time create and appoint such assistant officers as they
deem desirable.  The officers of the Corporation shall be
elected by the Board of Directors (or appointed by the President
as provided above) and need not be selected from among the
members of the Board of Directors, except for the Chairman of
the Board who shall be a member of the Board of Directors.  Any
two(2) or more offices may be held by the same person.  All
officers shall serve at the pleasure of the Board of Directors
and, with respect to officers appointed by the President, also
at the pleasure of such officer.  The election or appointment of
an officer does not itself create contract rights.

		Section3.2.  Removal.  The Board of Directors may remove any
officer at any time with or without cause.  An officer appointed
by the President may also be removed at any time, with or
without cause, by such officer.  Vacancies in such offices,
however occurring, may be filled by the Board of Directors at
any meeting of the Board of Directors (or by appointment by the
President, to the extent provided in Section3.1 of these
By-Laws).

		Section3.3.  Chairman of the Board.  The Chairman of the Board
shall preside at all meetings of the shareholders and of the
Board of Directors if present and shall have such powers and
perform such duties as are assigned to him by the Board of
Directors.

		Section3.4.  President.  The President shall be the chief
executive officer of the Corporation.  Subject to the authority
of the Board of Directors, he shall formulate the major policies
to be pursued in the administration of the Corporation's
affairs.  He shall study and make reports and recommendations to
the Board of Directors with respect to major problems and
activities of the Corporation and shall see that established
policies are carried out.  The President shall, in the absence
or incapacity of the Chairman of the Board, perform all the
duties and functions and exercise the powers of the Chairman of
the Board.

		Section 3.5.  Executive Vice President.  The Executive Vice
President shall have such powers and perform such duties as the
Board of Directors may, from time to time, prescribe and as the
President may, from time to time, delegate to him.

		Section3.6.  Vice President-Finance.  The Vice
President-Finance shall be the chief financial officer of the
Corporation and shall perform all of the duties customary to
that office.  He shall be responsible for all of the
Corporation's financial affairs, subject to the supervision and
direction of the President, and shall have and perform such
further powers and duties as the Board of Directors may, from
time to time, prescribe and as the President may, from time to
time, delegate to him.

		Section3.7.  Vice Presidents.  Each Vice President shall have
such powers and perform such duties as the Board of Directors
may, from time to time, prescribe and as the President may, from
time to time, delegate to him.

		Section3.8.  Treasurer.  The Treasurer shall perform all of
the duties customary to that office, including the duty of
supervising the keeping of the records of the receipts and
disbursements of the Corporation.  He shall submit to the Board
of Directors at such times as the Board may require full
statements showing in detail the financial condition and affairs
of the Corporation.  He shall also be responsible for causing
the Corporation to furnish financial statements to its
shareholders pursuant to IC23-1-53-1.

		Section3.9.  Assistant Treasurer.  In the absence or inability
of the Treasurer, the Assistant Treasurer, if any, shall perform
only such duties as are specifically assigned to him, in
writing, by the Board of Directors, the President, the Vice
President-Finance, or the Treasurer.

		Section3.10.  Secretary.  The Secretary shall be the custodian
of the books, papers, and records of the Corporation and of its
corporate seal, if any, and shall be responsible for seeing that
the Corporation maintains the records required by IC23-1-52-1
(other than accounting records) and that the Corporation files
with the Indiana Secretary of State the annual report required
by IC23-1-53-3.  The Secretary shall be responsible for
preparing minutes of the meetings of the shareholders and of the
Board of Directors and for authenticating records of the
Corporation, and he shall perform all of the other duties usual
in the office of Secretary of a corporation.

		Section3.11.  Assistant Secretary.  In the absence or
inability of the Secretary, the Assistant Secretary, if any,
shall perform only such duties as are provided herein or
specifically assigned to him, in writing, by the Board of
Directors, the President, or the Secretary.

		Section3.12.  Salary.  The Board of Directors may, at its
discretion, from time to time, fix the salary of any officer by
resolution included in the minute book of the Corporation.

		Section3.13.  Vice Chairman of the Board.  The Vice Chairman
of the Board shall preside at all meetings of the shareholders
and of the Board of Directors in the absence of the Chairman and
shall have such powers and perform such duties as are assigned
to him by the Board of Directors.


ARTICLE IV

Checks

		All checks, drafts, or other orders for payment of money shall
be signed in the name of the Corporation by such officers or
persons as shall be designated from time to time by resolution
adopted by the Board of Directors and included in the minute
book of the Corporation; and in the absence of such designation,
such checks, drafts, or other orders for payment shall be signed
by the President, the Executive Vice President, the Vice
President-Finance, the Treasurer, or any of them.


ARTICLE V

Loans

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


ARTICLE VI

Execution of Documents

		The President or the Executive Vice President may, in the
Corporation's name, sign all deeds, leases, contracts, or
similar documents that may be authorized by the Board of
Directors unless otherwise directed by the Board of Directors or
otherwise provided herein or in the Corporation's Restated
Articles of Incorporation, or as otherwise required by law.


ARTICLE VII

Stock

		Section7.1.  Execution.  Certificates for shares of the
capital stock of the Corporation shall be signed by the Chairman
of the Board or the President and by the Secretary and the seal
of the Corporation (or a facsimile thereof), if any, may be
thereto affixed.  Where any such certificate is also signed by a
transfer agent or a registrar, or both, the signatures of the
officers of the Corporation may be facsimiles.  The Corporation
may issue and deliver any such certificate notwithstanding that
any such officer who shall have signed, or whose facsimile
signature shall have been imprinted on, such certificate shall
have ceased to be such officer.

		Section7.2.  Contents.  Each certificate issued after the
adoption of these By-Laws shall state on its face the name of
the Corporation and that it is organized under the laws of the
State of Indiana, the name of the person to whom it is issued,
and the number and class of shares and the designation of the
series, if any, the certificate represents, and shall state
conspicuously on its front or back that the Corporation will
furnish the shareholder, upon his written request and without
charge, a summary of the designations, relative rights,
preferences, and limitations applicable to each class and the
variations in rights, preferences, and limitations determined
for each series (and the authority of the Board of Directors to
determine variations for future series).

		Section7.3.  Transfers.  Except as otherwise provided by law
or by resolution of the Board of Directors, transfers of shares
of the capital stock of the Corporation shall be made only on
the books of the Corporation by the holder thereof, in person or
by duly authorized attorney, on payment of all taxes thereon and
surrender for cancellation of the certificate or certificates
for such shares (except as hereinafter provided in the case of
loss, destruction, or mutilation of certificates) properly
endorsed by the holder thereof or accompanied by the proper
evidence of succession, assignment, or authority to transfer,
and delivered to the Secretary or an Assistant Secretary.

		Section7.4.  Stock Transfer Records.  There shall be entered
upon the stock records of the Corporation the number of each
certificate issued, the name and address of the registered
holder of such certificate, the number, kind, and class of
shares represented by such certificate, the date of issue,
whether the shares are originally issued or transferred, the
registered holder from whom transferred, and such other
information as is commonly required to be shown by such records.
 The stock records of the Corporation shall be kept at its
principal office, unless the Corporation appoints a transfer
agent or registrar, in which case the Corporation shall keep at
its principal office a complete and accurate shareholders' list
giving the names and addresses of all shareholders and the
number and class of shares held by each.  If a transfer agent is
appointed by the Corporation, shareholders shall give written
notice of any changes in their addresses from time to time to
the transfer agent.

		Section7.5.  Transfer Agents and Registrars.  The Board of
Directors may appoint one or more transfer agents and one or
more registrars and may require each stock certificate to bear
the signature of either or both.

		Section7.6.  Loss, Destruction, or Mutilation of Certificates.
 The holder of any of the capital stock of the Corporation shall
immediately notify the Corporation of any loss, destruction, or
mutilation of the certificate therefor, and the Board of
Directors may, in its discretion, cause to be issued to him a
new certificate or certificates of stock, upon the surrender of
the mutilated certificate, or, in the case of loss or
destruction, upon satisfactory proof of such loss or
destruction.  The Board of Directors may, in its discretion,
require the holder of the lost or destroyed certificate or his
legal representative to give the Corporation a bond in such sum
and in such form, and with such surety or sureties as it may
direct, to indemnify the Corporation, its transfer agents, and
registrars, if any, against any claim that may be made against
them or any of them with respect to the capital stock
represented by the certificate or certificates alleged to have
been lost or destroyed, but the Board of Directors may, in its
discretion, refuse to issue a new certificate or certificates,
save upon the order of a court having jurisdiction in such
matters.

		Section7.7.  Form of Certificates.  The form of the
certificates for shares of the capital stock of the Corporation
shall conform to the requirements of Section7.2 of these By-Laws
and be in such printed form as shall from time to time be
approved by resolution of the Board of Directors.


ARTICLE VIII

Seal

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


ARTICLE IX

Miscellaneous

		Section9.1.  Indiana Business Corporation Law.  The provisions
of the Indiana Business Corporation law, as amended, applicable
to all matters relevant to, but not specifically covered by,
these By-Laws are hereby, by reference, incorporated in and made
a part of these By-Laws.

		Section9.2.  Fiscal Year.  The fiscal year of the Corporation
shall end of the 31st of December of each year.

		Section9.3.  Amendments.  These By-Laws may be rescinded,
changed, or amended, and provisions hereof may be waived, at any
meeting of the Board of Directors by the affirmative vote of a
majority of the entire number of Directors at the time, except
as otherwise required by the Corporation's Restated Articles of
Incorporation or by the Indiana Business Corporation Law.

		Section9.4.  Control Share Acquisition Statute.  The
provisions of IC23-1-42 shall not apply to any acquisition of
the power to direct the exercise of voting power of shares of
the common stock of the Corporation resulting from the
execution, operation or amendment of the proposed agreement to
be entered among the Corporation and certain shareholders of the
Corporation in the form reviewed by the Board of Directors on
March 8, 1999.