BY-LAWS
OF
PSI ENERGY, INC.

__________


ARTICLE I

OFFICES

SECTION 1.  The principal office of PSI Energy, Inc. shall 
be at 1000 East Main Street, in the town of Plainfield, county of 
Hendricks and state of Indiana; and the corporation may have such 
other offices at such other places as the board of directors may 
from time to time designate, or as the business of the 
corporation may require.

ARTICLE II

SEAL

SECTION 1.  The corporate seal shall be circular in form and 
shall have inscribed thereon the words "PSI ENERGY, INC.-
CORPORATE SEAL-INDIANA.''

ARTICLE III

SHAREHOLDERS' MEETINGS

SECTION 1.  Any meeting of the shareholders may be held at 
the office of the corporation in the town of Plainfield, Indiana, 
or at such other place within or outside the state of Indiana 
through the use of any means of communication by which all 
shareholders participating may simultaneously hear each other at 
the meeting.  The place and manner of the meeting shall be 
specified in the notice of such meeting, or if such meeting is 
held upon waiver of notice, specified in the waiver of notice 
signed by all of the shareholders.

SECTION 2.  Except as otherwise directed by the board of 
directors, all annual meetings of shareholders shall be held at 
10:00 A.M. on the third Wednesday of April of each year if not a 
legal holiday, and if a legal holiday, then on the next 
succeeding day not a legal holiday, for the purpose of electing 
directors and for the transaction of such other business as may 
legally come before the meeting.  The business to be transacted 
at any annual meeting may be transacted at any special meeting 
called for that purpose.

SECTION 3.  Written or printed notice of the annual meeting, 
stating the place, manner, day and hour of the meeting, shall be 
delivered or mailed by the secretary or an assistant secretary to 
each shareholder of record entitled to vote at such meeting, at 
such address as appears on the records of the corporation, at 
least ten days, but not more than sixty days, before the date of 
the meeting.

SECTION 4. Special meetings of the shareholders, for any 
purpose or purposes, unless otherwise prescribed by statute, 
shall be held if called by the chairman, the president, an 
executive vice president or a vice president, by the board of 
directors, or by the shareholders holding of record such number 
of the outstanding shares of the corporation as represents not 
less than one-fourth of the aggregate number of votes that would 
be voted at such meeting if there were voted thereat all the 
outstanding shares entitled to vote on the business proposed to 
be transacted thereat.  All requests for special meetings of 
shareholders shall state the time, manner, place and purpose 
thereof. Only business within the purpose stated in such request 
shall be conducted at such meeting.

SECTION 5.  Written or printed notice of all special 
meetings of shareholders, stating (i) the place, manner, day and 
hour of the meeting, and (ii) the purpose or purposes for which 
such meeting is called, shall be delivered or mailed by the 
secretary or by the officers or persons calling the meeting to 
each shareholder of record entitled to vote at such meeting at 
such address as appears on the records of the corporation, at 
least ten days before the date of such meeting.

SECTION 6.  Notice of any meeting of shareholders may be 
waived in writing by any shareholder if the waiver sets forth in 
reasonable detail the purpose or purposes for which the meeting 
is called and the time and place thereof.  Attendance at any 
meeting in person or by proxy shall constitute a waiver of notice 
of such meeting.

SECTION 7.  At any meeting of the shareholders, the holders 
of record (present in person or represented by proxy) of such 
number of the outstanding shares of the corporation as represents 
a majority of the aggregate number of votes that would be voted 
at such meeting if there were voted thereat all the outstanding 
shares entitled to vote at such meeting, shall be requisite to 
constitute a quorum for the election of directors or for the 
transaction of other business, unless otherwise provided by law.  
If, however, the holders of such majority shall not be present or 
represented at any meeting of the shareholders of the 
corporation, 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, until the holders of such majority 
shall be present or represented.  At such adjourned meeting at 
which the holders of such majority shall be present or 
represented, any business may be transacted which might have been 
transacted at the meeting as originally notified.

SECTION 8.  Every shareholder shall have the right at every 
shareholders' meeting to one vote for each share of stock 
standing in his name on the books of the corporation, except as 
otherwise provided by law or by the amended articles of 
consolidation and except that no shares shall be voted at any 
meeting upon which any installment is due and unpaid, or which 
belongs to the corporation, or which shall have been transferred 
on the books of the corporation within such number of days, not 
exceeding seventy, next preceding the date of such meeting as the 
board of directors shall determine, or, in the absence of such 
determination, within ten days next preceding the date of such 
meeting.  At any adjourned meeting of shareholders, the board of 
directors shall fix a record date for shareholders entitled to 
vote at such adjourned meeting which must be a new date if the 
meeting is adjourned for more than one hundred twenty days.

Voting for directors and, upon the demand of any 
shareholder, voting upon any other question shall be by ballot. 
On any vote by ballot, each ballot voted shall be signed either 
by the shareholder voting the same, or, if the proxy of such 
shareholder is on file with the secretary and 
unrevoked, by the duly appointed agent or attorney of such 
shareholder.  The ballot of each shareholder voting shall be 
deemed to be a vote of all the shares owned of record by such 
shareholder and entitled to be voted on the matter unless such 
shareholder or his duly appointed agent or attorney shall 
designate on such ballot that a lesser number of shares are 
voted.  A plurality vote shall be sufficient to elect any 
director.

SECTION 9.  The secretary shall make, or cause the agent 
having charge of the stock transfer books of the corporation to 
make, at least five days before each election of directors, a 
complete list of the shareholders entitled by the amended 
articles of consolidation to vote at such election, arranged in 
alphabetical order, with the address and number of shares so 
entitled to vote held by each, which list shall be on file at the 
principal office of the corporation and subject to inspection by 
any shareholder within the usual business hours during said five 
days.  Such list shall be produced and kept open at the time and 
place of election and subject to the inspection of any 
shareholder or shareholder's agent or attorney authorized in 
writing during the holding of such election.  The original stock 
register or transfer book, or the duplicate thereof kept in the 
state of Indiana, shall be the only evidence as to who are the 
shareholders entitled to examine such list or the stock ledger or 
transfer book or to vote at any meeting of the shareholders.

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

SECTION 11.  The secretary, who may call on any officer or 
officers of the corporation for assistance, shall make all 
necessary and appropriate arrangements for the meetings of the 
shareholders, receive all proxies, and ascertain and report by 
certificate to each meeting of the shareholders the number of 
shares present in person or by proxy and entitled to vote at such 
meeting. In the absence of the secretary, an assistant secretary 
shall perform said duties.  The certificate report of the 
secretary or an assistant secretary as to the regularity of such 
proxies and as to the number of shares present in person or by 
proxy and entitled to vote at such meeting shall be received as 
prima facie evidence of the number of shares, which are present 
in person and by proxy and entitled to vote, for the purpose of 
establishing the presence of a quorum at such meeting, for the 
purpose of organizing such meeting, and for all other purposes.

SECTION 12.  The chief executive officer, when present and 
available, shall preside at or chair the meetings of the 
shareholders; however, the chief executive officer may designate 
any other person to serve as chair of such meetings.  In the 
event of the absence of such designation and the absence or 
unavailability of the chief executive officer, the chairman of 
the board, if present and available, may so preside, or if the 
chairman is not present or available, the vice chairman of the 
board, if present and available, may so preside, or if the vice 
chairman is not present or available, the president, if present 
and available, may so preside.  In the event of the absence or 
unavailability of each such officer, and the absence of proper 
designation by the chief executive officer for a person to serve 
as presiding officer and, thus, chair any meeting of the 
shareholders, the meeting shall choose a presiding officer to 
chair such meeting.

SECTION 13.  At each meeting of the shareholders, (i) the 
proxies shall be received and taken in charge by three 
inspectors, (ii) where voting is to be by ballot on any question, 
the polls shall be opened and closed and the ballots shall be 
taken in charge by such inspectors, and  (iii) all questions 
touching the qualification of voters, the validity of proxies and 
the acceptance or rejection of votes shall be decided by such 
three inspectors or a majority thereof.  Such inspectors may be 
appointed by the board of directors before such meeting, or, if 
no such appointment shall have been made, then by the presiding 
officer at such meeting.  In the event for any reason any of the 
inspectors previously appointed shall fail to attend such 
meeting, or being present will not or cannot act in such 
capacity, then an inspector or inspectors in place of such 
inspector or inspectors failing to attend or not acting shall be 
appointed by the presiding officer.

SECTION 14.  The order of business at each annual meeting of 
the shareholders, and, as far as applicable, at each special 
meeting of the shareholders, shall be established by the 
secretary or an assistant secretary, in consultation with the 
chief executive officer, and presented to the person serving as 
chair of the meeting at or prior to such meeting.

SECTION 15.  The chairman shall have the right and authority 
to prescribe such rules, regulations and procedures and to do all 
such acts and things as are necessary or desirable 
for the proper conduct of meetings of the shareholders, 
including, without limitation, the establishment of procedures 
for the maintenance of order, safety, limitations on the time 
allotted to questions or comments on the affairs of the 
corporation, restrictions on entry to such meeting of the 
shareholders after the time prescribed for the commencement 
thereof, and the opening and closing of the voting polls.

SECTION 16.  The annual meeting of shareholders shall be 
held at such time as is provided in Section 2 of this Article for 
the purpose of electing directors and for the transaction of only 
such other business as is properly brought before the meeting in 
accordance with these by-laws.  To be properly brought before the 
annual meeting, business must be either (a) specified in the 
notice of the annual meeting (or any supplement thereto) given by 
or at the direction of the board, (b) otherwise properly brought 
before the annual meeting by or at the direction of the board, or 
(c) otherwise properly brought before the annual meeting by a 
shareholder.  In addition to any other applicable requirements, 
for business to be properly brought before an annual meeting by a 
shareholder, the shareholder must have given timely notice 
thereof in writing to the secretary of the corporation.  To be 
timely, a shareholder's notice must be delivered to or mailed and 
received at the principal executive offices of the corporation, 
not less than fifty days nor more than seventy-five days prior to 
the annual meeting; provided, however, that in the event that 
less than sixty-five days' notice or prior public disclosure of 
the date of the annual meeting is given or made to shareholders, 
notice by the shareholder to be timely must be so received not 
later than the close of business on the fifteenth day following 
the date on which such notice of the date of the annual meeting 
was mailed or such public disclosure was made, whichever first 
occurs.  A shareholder's notice to the secretary shall set forth 
as to each matter the shareholder proposes to bring before the 
annual meeting, (i) 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, (ii) the name and 
record address of the shareholder proposing such business, (iii) 
the class and number of shares of the corporation which are 
beneficially owned by the shareholder, and (iv) any material 
interest of the shareholder in such business.

Notwithstanding anything in the by-laws to the contrary, no 
business shall be conducted at the annual meeting except in 
accordance with the procedures set forth in this Article III, 
provided, however, that nothing in this Article III shall be 
deemed to preclude discussion by any shareholder of any business 
properly brought before the annual meeting.

The chairman of an annual meeting shall, if the facts 
warrant, determine and declare to the annual meeting that 
business was not properly brought before the annual meeting in 
accordance with the provisions of this Article III, and if he 
should so determine, he shall so declare to the annual meeting, 
and any such business not properly brought before the annual 
meeting shall not be transacted.

SECTION 17.  Only persons who are nominated in accordance 
with the following procedures shall be eligible for election as 
directors.  Nominations of persons for election to the board of 
the corporation at the annual meeting may be made at the annual 
meeting of shareholders by or at the direction of the board of 
directors, by any nominating committee or person appointed by the 
board, or by any shareholder of the corporation, entitled to vote 
for the election of directors at the annual meeting, who complies 
with the notice procedures set forth in this Article III.  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 
fifty days nor more than seventy-five days prior to the annual 
meeting; provided, however, that in the event that less than 
sixty-five days' notice or prior public disclosure of the date of 
the annual meeting is given or made to shareholders, notice to 
the secretary shall set forth (a) as to each person whom the 
shareholder proposes to nominate for election or reelection as a 
director (i) the name, age, business address and residence 
address of the person, (ii) the principal occupation or 
employment of the person, (iii) the class and number of shares of 
capital stock of the corporation which are beneficially owned by 
the person, (iv) a written statement that the person is willing 
to serve as a director filed with the secretary at least five (5) 
days prior to the date of the annual meeting and (v) any other 
information relating to the person that is required to be 
disclosed in solicitations for proxies for election of directors 
pursuant to Rule 14a under the Securities Exchange Act of 1934, 
as amended; and (b) as to the shareholder giving the notice (i) 
the name and record address of the shareholder, and (ii) the 
class and number of shares of capital stock of the corporation 
which are beneficially owned by the shareholder.  The corporation 
may require any proposed nominee to furnish such other 
information as may reasonably be required by the corporation to 
determine the eligibility of such proposed nominee to serve as 
director of the corporation.  No person shall be eligible for 
election as a director of the corporation unless nominated in 
accordance with the procedures set forth herein.

The chairman of the annual meeting shall, if the facts 
warrant, determine and declare to the annual meeting that a 
nomination was not made in accordance with the foregoing 
procedure, and if he should so determine, he shall so declare to 
the annual meeting, and the defective nomination shall be 
disregarded.

SECTION 18. An annual meeting of shareholders may be 
adjourned or postponed to a different time or place, and notice 
of the new date, time or place need not be given if such 
adjournment or postponement is announced at the annual meeting 
before adjournment.

ARTICLE IV
BOARD OF DIRECTORS

SECTION 1.  All corporate powers shall be exercised by or 
under the authority of, and the business and affairs of this 
corporation managed under the direction of, a board of not less 
than one (1) nor more than seven (7) directors.  The directors 
shall be elected by the shareholders at each annual meeting of 
the shareholders.  Each director shall be elected for a term of 
one year and shall hold office until his successor is chosen and 
qualified.  Any vacancy occurring in the board of directors 
caused by death, resignation, increase in number of directors or 
otherwise, may be filled by a majority vote of the remaining 
members of the board of directors until the next annual meeting 
of the shareholders.  No person shall be eligible for election, 
reelection or appointment as a member of the board of directors 
if the time of such election, reelection or appointment is a date 
subsequent to the end of the calendar year in which such person 
attained the age of seventy (70) years.  No person shall remain a 
director after reaching the age of seventy (70) years; provided, 
however, that such director shall continue as a director until 
January 1 of the year following the year in which the director 
reached the age of seventy (70) years.  Subject to the provisions 
of the preceding paragraphs, any and all of the directors may 
only be removed for cause.  The directors shall receive such 
reasonable compensation as shall from time to time be provided 
for by resolution of the board of directors or a committee 
thereof.

SECTION 2.  In addition to the powers and authority by these 
by-laws expressly conferred upon it, the board of directors may 
do all such lawful acts and things as are not by the laws of the 
state of Indiana, by the amended articles of consolidation of the 
corporation, or by these by-laws directed or required to be 
exercised or done by the shareholders of the corporation.

SECTION 3.  A meeting of the directors, to be known as the 
annual meeting of the board of directors, shall be held at the 
principal office of the corporation at such time and date as the 
board of directors may determine, or at such other place, within 
or without the state of Indiana, and at such other time as shall 
be fixed by the shareholders at their annual meeting, or as shall 
be fixed by the consent in writing of all of such newly elected 
directors, for the election of officers and for the transaction 
of such other business as may properly come before the meeting.  
No notice of such annual meeting shall be necessary or required 
in order legally to constitute the meeting if a majority of the 
newly elected directors shall be present.  If a majority shall 
not be present at such meeting, those present shall adjourn the 
meeting to a specified time and place, and the secretary or an 
assistant secretary shall at once notify each of the newly 
elected directors of the time and place of holding such adjourned 
annual meeting.

SECTION 4.  Regular meetings of the board of directors or 
any committee thereof 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 of directors or any committee may 
determine, without call and without notice.  Any or all members 
of the board of directors or a committee thereof may participate 
in any meeting of the board or committee by any means of a 
communication by which all persons participating in the meeting 
can simultaneously communicate with each other, and participation 
in this manner constitutes presence in person at the meeting.

SECTION 5.  Special meetings of the board of directors may 
be called at any time, or from time to time, by the chairman, the 
president, an executive vice president or a vice president by 
causing the secretary or an assistant secretary to give to each 
director, either personally or by telephone, mail or telegraph, 
at least two days' notice of the time and place of such meeting.  
Special meetings of the board of directors shall be called by the 
chairman, the president, an executive vice president or a vice 
president in like manner and on like notice at the written 
request of at least two directors.  Special meetings of the board 
of directors may be held at the principal office of the 
corporation or at such other place, within or without the state 
of Indiana, as shall be specified in the notice of the meeting, 
or, if held upon waiver of notice, as shall be specified in such 
waiver.

SECTION 6. Any meeting of the board of directors or any 
committee thereof, wheresoever held, at which all of the members 
are present, shall be as valid as if held pursuant to proper 
notice, and in case a meeting shall be held without notice when 
all are not present but the absent directors shall have signed a 
waiver of notice of such meeting, whether before or after the 
time stated in said waiver, or shall thereafter sign the minutes 
of the meeting, the same shall be as valid and binding as though 
called upon due notice.

SECTION 7.  The board of directors may take any action 
pursuant to these by-laws without a meeting if the action is 
taken by all members of the board.  The action shall be evidenced 
by one or more written consents describing the action taken, 
signed by each director and included in the minutes or filed with 
the corporate records reflecting the action taken.  Action taken 
without a meeting shall be effective when the last director signs 
the consent, unless the consent specifies a different prior or 
subsequent effective date.

SECTION 8.  At all meetings of the board of directors, a 
majority of the members of the board of directors shall be 
necessary to constitute a quorum for the transaction of any 
business except the filling of vacancies, but a less number may 
adjourn the meeting from time to time until a quorum is present.  
The act of a majority of the board of directors present at a 
meeting at which a quorum is present shall be the act of the 
board of directors, unless the act of a greater number is 
required by law or by the amended articles of consolidation or by 
the by-laws.

SECTION 9.  The board of directors may, by resolution 
adopted by a majority of the members of the board of directors, 
designate two or more of their number to constitute a committee 
of the board of directors.  The board of directors shall form an 
executive committee, which committee shall have and exercise all 
of the authority of the board of directors in the management of 
the corporation to the fullest extent permitted by the laws of 
the state of Indiana, including the power to declare dividends 
and distributions from time to time within guidelines to be 
established by the board of directors.  Neither such guidelines 
nor the powers granted to the executive committee hereby may be 
amended in any way by the board of directors, and the members of 
the executive committee appointed by the board of directors may 
not be changed by the board of directors, without the affirmative 
vote of 75% of the directors then in office, rounded upwards.

ARTICLE V
OFFICERS

SECTION 1.  The officers of the corporation shall consist of 
a chairman of the board, a chief executive officer, a president, 
a secretary, a treasurer, a comptroller and may consist of a vice 
chairman, one or more vice presidents, one or more assistant 
secretaries, one or more assistant treasurers, or one or more 
assistant comptrollers.  If deemed advisable by the board of 
directors, any two or more offices may be held by the same 
person, except that the duties of the chairman, the vice 
chairman, the chief executive officer, or the president shall not 
be performed by the same person who performs the duties of 
secretary.

SECTION 2.  The officers of the corporation hereinabove 
provided for shall be elected by the board of directors at its 
annual meeting and shall hold office for one year and/or until 
their respective successors shall have been duly elected and 
shall have qualified.

SECTION 3.  The board of directors may, from time to time, 
elect or appoint such other officers and agents as it shall deem 
necessary, who shall hold their respective offices for such terms 
and shall exercise such powers and perform such duties as may be 
prescribed from time to time by the by-laws, or as in absence of 
provision in the by-laws in respect thereto may be prescribed 
from time to time by the board of directors.

SECTION 4.  Any vacancy among the officers or agents of the 
corporation, duly elected or appointed by the board of directors 
shall be filled for the unexpired term by the board of directors.  
Any officer or agent elected or appointed by the board of 
directors, may be removed at any time, with or without cause, by 
the affirmative vote of a majority of the whole board of 
directors.

SECTION 5.  In the case of the absence, disability, death, 
resignation or removal from office of any officer of the 
corporation, or for any other reason that the board of directors 
shall deem sufficient, the board of directors may delegate, for 
the time being, the powers and/or duties, or any of them, of such 
officer to any other officer or to any director.

SECTION 6.  The chairman of the board shall be a director 
and shall preside at all meetings of the board of directors and, 
in the absence or inability to act of the chief executive 
officer, meetings of shareholders and shall, subject to the 
board's direction and control, be the board's representative and 
medium of communication, and shall perform such other duties as 
may from time to time be assigned to the chairman of the board by 
the board of directors.  The chairman of the board shall direct 
the long-term strategic planning process of the corporation and 
shall also lend his or her expertise to such other officers as 
may be requested from time to time by such officers.  The 
chairman shall be a member of the executive committee.

SECTION 7.  The vice chairman of the board, if there be one, 
shall be a director and shall preside at meetings of the board of 
directors in the absence or inability to act of the chairman of 
the board or meetings of shareholders in the absence or inability 
to act of the chief executive officer and the chairman of the 
board.  The vice chairman shall perform such other duties as may 
from time to time be assigned to him or her by the board of 
directors.  The vice chairman shall be a member of the executive 
committee.

SECTION 8.  The chief executive officer shall be a director 
and shall preside at all meetings of the shareholders, and, in 
the absence or inability to act of the chairman of the board and 
the vice chairman, at all meetings of the board of directors.  
The chief executive officer shall submit a report of the 
operations of the corporation for the fiscal year to the 
shareholders at their annual meeting and from time to time shall 
report to the board of directors all matters within his or her 
knowledge which the interests of the corporation may require be 
brought to their notice.  The chief executive officer shall be 
the chairman of the executive committee and ex officio a member 
of all standing committees.

SECTION 9.  The president shall, subject to the control of 
the board of directors, the executive committee,  the chairman, 
the vice chairman, and the chief executive officer, have general 
supervision over the management and direction of the affairs of 
the corporation, and supervision of all departments and of all 
officers of the corporation.  The president shall, subject to the 
other provisions of these by-laws, have such other powers and 
perform such other duties as usually devolve upon the president 
of a corporation, and such further duties as may be prescribed by 
the board of directors, the executive committee, the chairman, 
the vice chairman, or the chief executive officer.  The president 
shall report to the chief executive officer. In the absence or 
incapacity of the chairman, vice chairman or chief executive 
officer, the president may preside at 
meetings of the board of directors and/or meetings of the 
shareholders.  In 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 a vice president, unless otherwise 
ordered by the board of directors, the executive committee, the 
chairman, the vice chairman, or the chief executive officer.

SECTION 10.  Each of the vice presidents shall have such 
powers and duties as may be prescribed by the board of directors 
or the executive committee, or be delegated by the chairman, the 
vice chairman, the chief executive officer, or the president.  In 
the absence or incapacity of the president, the vice president 
designated by the board of directors or executive committee, 
chairman, vice chairman, chief executive officer, or president 
shall exercise the powers and duties of the president.

SECTION 11.  The secretary shall have the custody and care 
of the corporate seal, records, minutes and stock books of the 
corporation and shall be responsible for authentication of such 
records.  The secretary shall attend the meetings of the board of 
directors and of the shareholders and duly record, prepare and 
keep the minutes of their proceedings in a book or books to be 
kept for that purpose.  The secretary shall give or cause to be 
given notice of all meetings of the shareholders and the board of 
directors when such notice shall be required. The secretary shall 
file and take charge of all papers and documents belonging to the 
corporation and shall have such other powers and duties as are 
incident to the office of secretary of a corporation, subject at 
all times to the direction and control of the board of directors, 
the executive committee, the chairman, the vice chairman, the 
chief executive officer, and the president.  In case of the 
absence, disability, death, resignation or removal from office of 
the secretary, the powers and duties of the secretary shall, for 
the time being, devolve upon and be exercised by an assistant 
secretary, unless otherwise ordered by the board of directors, 
the executive committee, the chairman, the vice chairman, the 
chief executive officer, or the president.

SECTION 12.  Each of the assistant secretaries (if assistant 
secretaries be elected or appointed by the board of directors) 
shall assist the secretary in his or her duties and shall have 
such other powers and duties as may be prescribed by the board of 
directors or the executive committee, or be delegated by the 
chairman, the vice chairman, the chief executive officer, or the 
president.  In case of the absence, disability, death, 
resignation or removal from office of the secretary, the powers 
and duties shall, for the time being, devolve upon such one of 
the assistant secretaries as the board of directors, the 
executive committee, the chairman, the vice chairman, the chief 
executive officer, the president or the secretary may designate, 
or, if there be but one assistant secretary, then upon such 
assistant secretary; and he or she 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 of 
directors, the executive committee, the chairman, the vice 
chairman, the chief executive officer, or the president.

SECTION 13.  The treasurer shall have charge of, and be 
responsible for, the collection, receipt, custody and 
disbursement of the funds of the corporation, and shall have the 
custody also of all securities belonging to the corporation.  The 
treasurer shall keep full and accurate accounts of receipts and 
disbursements in books belonging to the corporation.  The 
treasurer shall disburse the funds of the corporation as may be 
ordered by the board of directors or the executive committee, 
taking proper receipts or making proper vouchers for such 
disbursements and shall preserve the same at all times during his 
or her term of office. When necessary or proper, the treasurer 
shall endorse on behalf of the corporation all checks, notes or 
other obligations payable to the corporation or coming into his 
or her 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 or her 
possession in the name and to the credit of the corporation in 
such depositories as the board of directors  or the executive 
committee from time to time, by resolution, shall direct.  The 
treasurer shall have such other powers and duties as are incident 
to the office of treasurer of a corporation, subject at all times 
to the direction and control of the board of directors, the 
executive committee, the chairman, the vice chairman, the chief 
executive 
officer, and the president.

The treasurer shall render to the chairman, the vice 
chairman, the chief executive officer, the president, the 
executive committee, and the board of directors, at meetings of 
the board of directors or the executive committee, or whenever 
the same shall be required, an account of all 
transactions as treasurer and of the financial condition of the 
corporation.  The treasurer shall give the corporation a bond, if 
required by the board of directors or the executive committee, in 
such an amount and with such surety or sureties as may be ordered 
by the board of directors or the executive committee, for the 
faithful performance of the duties of the office and for the 
restoration to the corporation, in case of death, resignation, 
retirement or removal from office, of all books, papers, 
vouchers, money and other property of whatever kind in the 
possession or under the control of the treasurer and belonging to 
the corporation.

In case of the absence, disability, death, resignation or 
removal from office of the treasurer, the powers and duties of 
the treasurer shall, for the time being, devolve upon and be 
exercised by an assistant treasurer, unless otherwise ordered by 
the board of directors, the executive committee, the chairman, 
the vice chairman, the chief executive officer, or the president.

SECTION 14.  Each of the assistant treasurers (if assistant 
treasurers be elected or appointed by the board of directors) 
shall assist the treasurer in his or her duties, and shall have 
such other powers and duties as may be prescribed by the board of 
directors or the executive committee, or be delegated by the 
chairman, the vice chairman, the chief executive officer, or the 
president.  In case of the absence, disability, death, 
resignation or removal from office of the treasurer, the powers 
and duties shall, for the time being, devolve upon such one of 
the assistant treasurers as the board of directors, the executive 
committee, the chairman, the vice chairman, the chief executive 
officer, the president or the treasurer may designate, or, if 
there be but one assistant treasurer, then upon such assistant 
treasurer; and he or she shall thereupon, during such period, 
exercise and perform all of the powers and duties of the 
treasurer, except as may be otherwise provided by the board of 
directors, the executive committee, the chairman, the vice 
chairman, the chief executive officer, or the president.  Each or 
any assistant treasurer shall likewise give the corporation a 
bond, if required by the board of directors, in such amount and 
with such surety or sureties as may be ordered by the board of 
directors.

SECTION 15.  The comptroller shall have control over all 
accounts and records of the corporation pertaining to moneys, 
properties, materials and supplies.  The comptroller shall have 
executive direction of the bookkeeping and accounting departments 
and shall have general supervision over the records in all other 
departments pertaining to moneys, properties, materials and 
supplies.  The comptroller shall have such other powers and 
duties as are incident to the office of comptroller of a 
corporation, subject at all times to the direction and control of 
the board of directors, the executive committee, the chairman, 
the vice chairman, the chief executive officer, and the 
president.  In case of the absence, disability, death, 
resignation or removal from office of the comptroller, the powers 
and duties of the comptroller shall, if an assistant comptroller 
has been elected by the board of directors or the executive 
committee, for the time being, devolve upon and be exercised by 
an assistant comptroller, unless otherwise ordered by the board 
of directors, the executive committee, the chairman, the vice 
chairman, the chief executive officer, or the president.

SECTION 16.  Each of the assistant comptrollers (if 
assistant comptrollers be elected or appointed by the board of 
directors) shall assist the comptroller in his or her duties, and 
shall have such other powers and duties as may be prescribed by 
the board of directors or the executive committee, or be 
delegated by the chairman, the vice chairman, the chief executive 
officer, or the president.  In case of the absence, disability, 
death, resignation or removal from office of the comptroller, the 
powers and duties shall, for the time being, devolve upon such 
one of the assistant comptrollers as the board of directors, the 
executive committee, the chairman, the vice chairman, the chief 
executive officer, the president or the comptroller may 
designate, or, if there be but one assistant comptroller, then 
upon such assistant comptroller; and he or she shall thereupon, 
during such period, exercise and perform all of the powers and 
duties of the comptroller, except as may be otherwise provided by 
the board of directors, the executive committee, the chairman, 
the vice chairman, the chief executive officer, or the president.

ARTICLE VI
CERTIFICATES FOR SHARES

SECTION 1.  Each certificate for shares of stock of the 
corporation shall be in such form, consistent with law, as shall 
be approved by the board of directors, shall be numbered 
consecutively as issued, shall state the name of the registered 
holder, the number of shares represented thereby, and such other 
matters and things as are required by law or by the amended 
articles of consolidation to be stated in such certificate.  Each 
such certificate shall be signed by the chairman, the chief 
executive officer, the president, or a vice president, and the 
secretary or an assistant secretary; and may have affixed thereto 
the seal of the corporation.  In any case where the seal of the 
corporation is affixed to such a certificate, such seal may be a 
facsimile, engraved or printed.  In any case where such a 
certificate is also signed by a transfer agent and a registrar or 
either of them, the respective signatures of the chairman, the 
chief executive officer, the president, or a vice president, and 
of the secretary or an assistant secretary thereon may be 
facsimiles, engraved or printed.

The board of directors or the finance committee may, by 
resolution duly adopted, authorize the issue of some or all of 
the shares of any or all classes or series of stock of the 
corporation without certificates.

SECTION 2.  Shares of stock of the corporation shall be 
entered in the books of the corporation as they are issued, and 
shall be transferable on the books of the corporation by the 
holder thereof in person, or by his, her or its attorney duly 
authorized thereto in writing, upon the surrender of the 
outstanding certificate therefor properly endorsed.

SECTION 3.  The corporation and its officers shall be 
entitled to treat the holder of record of any share or shares of 
stock of the corporation as the holder in fact thereof, and 
accordingly shall not be bound to recognize any equitable or 
other claim to or interest in such share or shares on the part of 
any other person or persons, whether or not it shall have express 
or other notice thereof, save as expressly provided by the laws 
of Indiana, or except as in the amended articles of consolidation 
or in these by-laws provided to the contrary.

SECTION 4.  Shares of the capital stock of the corporation 
may be issued and disposed of by the corporation from time to 
time for such consideration as may be fixed from time to time by 
resolution of the board of directors.

SECTION 5.  The purchase price of all stock subscribed or 
purchased shall be paid as from time to time determined by 
resolution of the board of directors, either wholly or partly in 
money, labor or property.  Said payments shall be made within 
such time and in such installments or upon such terms as the 
board of directors may from time to time determine and direct.

SECTION 6.  Before the corporation shall issue, in place of 
any certificate of stock in the corporation claimed to have been 
mislaid, lost, stolen or destroyed (such a certificate being 
hereinafter referred to as a "Lost Certificate''), a new 
certificate or certificates to replace the Lost Certificate, the 
person seeking the issue of such new certificate or certificates 
shall make affidavit or affirmation of the fact of such 
mislaying, loss, theft or destruction, shall furnish such, if 
any, other proof of ownership, interest, and disappearance of the 
Lost Certificate as the corporation or any transfer agent for it 
shall require, and shall at the option of the corporation in 
each such case either:
(i) give the corporation either a bond of indemnity with one 
or more sureties satisfactory to the board of directors of 
the corporation or a sole obligor indemnity bond executed by 
a corporation then authorized to transact the business of 
indemnity and suretyship in the state of Illinois or the 
state of New York and satisfactory to said board which 
surety or sole obligor bond shall be in form and substance 
satisfactory to said board and shall be (as said board may 
direct in any case) either (a) an "open penalty bond'' or 
(b) a bond having a fixed maximum amount of liability 
specified therein which amount shall be such amount as said 
board may direct that is not in excess of twice the par 
value of the shares represented by the Lost Certificate if 
such shares have a par value, or of twice the market value 
of such shares at the date replacement of the Lost 
Certificate is requested if the shares represented by such 
Lost Certificate be shares without par value, or

(ii) if there is then in force and effect a Blanket Lost 
Original Instruments Bond which appertains to such Lost 
Certificate, protects the corporation from liability growing 
out of the issue of a new stock certificate or certificates 
in lieu of such Lost Certificate and has been executed and 
delivered by a corporation then authorized to transact the 
business of indemnity and suretyship in the state of 
Illinois or the state of New York, furnish the corporation 
or one of its transfer agents with such instruments or 
information as are required in order that the indemnity 
provisions of such bond will apply to the new stock 
certificate or certificates issued in lieu of such Lost 
Certificate.

When the aforesaid conditions shall have been satisfied, a 
new stock certificate or certificates of the same tenor and for 
the same total number of shares as the Lost Certificate shall be 
issued by the corporation in the name of the record owner of the 
Lost Certificate.

SECTION 7.  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 office of the corporation at Plainfield, Indiana.


ARTICLE VII
CORPORATE BOOKS

SECTION 1.  Except as hereinafter or by the amended articles 
of consolidation or by law otherwise provided, the books and 
records of the corporation may be kept at such place or places, 
within or without the state of Indiana, as the board of directors 
may from time to time by resolution determine.

SECTION 2.  The original or duplicate stock register or 
transfer book, or, in case a stock registrar or transfer agent 
shall be employed by the corporation either within or without the 
state of Indiana, a complete and accurate shareholders' list, 
alphabetically arranged, giving the names and addresses of all 
shareholders, the number and classes of shares held by each and 
the time each became the record owner of his shares, shall be 
kept at the principal office of the corporation in the state of 
Indiana.

SECTION 3.
(a)	A shareholder or his agent or attorney, if authorized 
in writing, may inspect and copy, during regular 
business hours at the principal office of the 
corporation, any of the following records of the 
corporation if the shareholder meets the requirements 
of subsection (b) and gives the corporation written 
notice of the shareholder's demand at least five (5) 
business days before the date on which the shareholder 
wishes to inspect and copy:

(1)	excerpts from minutes of any meeting of the board 
of directors, records of any action of a committee 
of the board of directors while acting in place of 
the board of directors on behalf of the 
corporation, minutes of any meeting of the 
shareholders, and records of action taken by the 
shareholders or board of directors without a 
meeting;
(2)	accounting records of the corporation; and
(3)	the record of shareholders.

(b)	A shareholder may inspect and copy the records 
identified in subsection (a) only if:
(1)	the shareholder's demand is made in good faith and 
for a proper purpose;
(2)	the shareholder describes with reasonable 
particularity the shareholder's purpose and the 
records the shareholder desires to inspect; and
(3)	the records are directly connected with the 
shareholder's purpose.

SECTION 4.  The stock transfer books of the corporation may 
from time to time be closed by order of the board of directors 
for any lawful purpose, and for such periods consistent with law, 
but not exceeding seventy days at any one time, as the board of 
directors may deem advisable. In lieu of closing the stock 
transfer books as aforesaid, the board of directors may, in its 
discretion, fix in advance a date not exceeding seventy days (or 
such lesser number of days as may in any case be the maximum 
number allowed under any applicable statute) next preceding the 
date of any meeting of shareholders or the date for the payment 
of any dividend or the date for the allotment of rights or the 
date when any change or conversion or exchange of capital stock 
shall go into effect, as the record date for the determination of 
the shareholders entitled to notice of and to vote at any such 
meeting or entitled to receive any such dividend or to any such 
allotment of rights or to exercise the rights in respect of any 
such change, conversion or exchange of capital stock; and, in 
such case, only such shareholders as shall be shareholders of 
record on the date so fixed shall be entitled to notice of and to 
vote at such meeting or to receive such payment of dividend or to 
receive such allotment of rights or to exercise such rights as 
the case may be, notwithstanding any transfer of stock on the 
books of the corporation after such record date fixed as 
aforesaid.

SECTION 5.  All books and records of the corporation shall 
be kept and maintained in such manner and for such periods as 
required by statute.

ARTICLE VIII
CHECKS, DRAFTS AND WRITTEN INSTRUMENTS-
STOCK OWNED IN OTHER CORPORATIONS

SECTION 1.  All mortgage bonds and all debentures of the 
corporation shall, unless otherwise directed by the board of 
directors or unless otherwise required by law, be signed by the 
chairman, the chief executive officer, the president, a vice 
president or the treasurer, and the secretary or an assistant 
secretary of the corporation, and may have affixed thereto the 
seal of the corporation or a facsimile thereof: provided, 
however, that in any case where there appears on such bond or 
debenture a Trustee's Certificate, which states in substance that 
the bond or debenture is one of the bonds or debentures issued 
under the indenture or supplemental indenture described therein 
and which is manually signed by an authorized officer of such 
trustee, the signatures of the aforementioned authorized officers 
of the corporation on such bond or debenture may be a facsimile 
signature, engraved or printed; and provided, further, that in 
case of the issue by the corporation of a bond or debenture with 
an interest coupon or coupons attached thereto such interest 
coupon or coupons shall be signed by the treasurer or an 
assistant treasurer of the corporation and such signature may be 
a facsimile signature, engraved or printed.

SECTION 2.  Except as provided in the immediately succeeding 
sentence of this Section 2, all checks, drafts, notes, demands or 
orders for the payment of money of the corporation shall be 
signed by one or more of such officers or other employees of this 
corporation and the signature of any such officer or other 
employee may be a facsimile signature, all as the board of 
directors shall at any time and from time to time by resolution 
or resolutions specify; provided, however, that in the cases of 
drafts not exceeding $3,000 for any one such draft, used by this 
corporation, the board of directors may empower the chairman, the 
chief executive officer, the president, and the vice presidents, 
or any of them, to designate in writing the one or more officers 
or other employees authorized to sign such drafts.  To the extent 
that the board of directors may by resolution or resolutions 
authorize from time to time the signature of this corporation, on 
checks of this corporation which are used solely for the purpose 
of transferring funds from the account of this corporation in any 
bank or trust company to the account of this corporation in any 
other bank or trust company, may be only the printed name of this 
corporation.

SECTION 3.  Except as otherwise provided by these by-laws, 
(i) all deeds and mortgages made by this corporation shall be 
executed in its name by the chairman, the chief executive 
officer, the president, a vice president or the treasurer and 
shall be attested by the secretary or an assistant secretary, and 
such secretary or assistant secretary shall affix the corporate 
seal thereto, and (ii) all other written agreements to which this 
corporation shall be a party shall be executed in its name by the 
chairman, the chief executive officer, the president, a vice 
president or the treasurer, and may be (but need not be) attested 
by the secretary or an assistant secretary who may affix the 
corporate seal thereto.  Notwithstanding the immediately 
preceding sentence of this Section 3, written agreements of this 
corporation (other than deeds and mortgages made by this 
corporation), which pertain to the routine operations of this 
corporation and are regularly being made in the ordinary course 
of carrying on such operations, may be executed for and on behalf 
of this corporation by any officer or officers of this 
corporation, or by any other agent or agents of this corporation, 
to the extent that such person or persons may, from time to time, 
be so authorized to act by either resolution of the board of 
directors or by written authorization of an officer of this 
corporation who has been authorized by resolution of the board of 
directors to execute such written authorization.

SECTION 4.  Subject always to the further orders and 
directions of the board of directors, any share or shares of 
stock issued by any corporation and owned by this corporation 
(including reacquired shares of stock of this corporation) may, 
for sale or transfer, be endorsed in the name of this corporation 
by the chairman, the chief executive officer, the president, a 
vice president or the treasurer of this corporation, and said 
endorsement shall be duly attested by the secretary or an 
assistant secretary of this corporation either with or without 
affixing thereto the corporate seal.

SECTION 5.  Subject always to the further orders and 
directions of the board of directors, any share or shares of 
stock issued by any other corporation and owned or controlled by 
this corporation may be voted at any shareholders' meeting of 
such other corporation by the chairman of this corporation, or in 
his or her absence by the chief executive officer of this 
corporation, or in his or her absence by the president of this 
corporation, or in the absence of any of such officers by any 
vice president or by the treasurer of this corporation.  
Whenever, in the judgment of the chairman, the chief executive 
officer, the president, a vice president or the treasurer of this 
corporation, it is desirable for this corporation to execute a 
proxy or give a shareholder's consent in respect of any share or 
shares of stock issued by any other corporation and owned by this 
corporation, such proxy or consent shall be executed in the name 
of this corporation by the chairman, the chief executive officer, 
the president, a vice president or the treasurer of this 
corporation, and shall be attested by the secretary or an 
assistant secretary of this corporation under the corporate seal.  
Any person or persons designated in the manner above stated as 
the proxy or proxies of this corporation shall have full right, 
power and authority to vote the share or shares of stock issued 
by such other corporation and owned by this corporation the same 
as such share or shares might be voted by this corporation.


ARTICLE IX
DIVIDENDS

SECTION 1.  Dividends upon the capital stock of the 
corporation, when earned, may be declared by the board of 
directors at any annual, regular or special meeting or by any 
committee thereof. Such dividends may be paid in cash, in 
property or in shares of the capital stock of the corporation, in 
the case of shares with par value at par, and in the case of 
shares without par value at such price as may be fixed by the 
board of directors.

SECTION 2. Before payment of any dividend or before making 
any distribution of profits, there may be set aside out of the 
surplus or net profits of the corporation such sum or sums as the 
board of directors from time to time, in their absolute 
discretion, may deem proper, as a reserve fund to meet 
contingencies, or for equalizing dividends, or for repairing or 
maintaining any property of the corporation, or for working 
capital, or for such other purpose as the board of directors 
shall think conducive to the interests of the corporation.

ARTICLE X
FISCAL YEAR

SECTION 1.  The fiscal year of the corporation shall cover a 
twelve-month period commencing on the first day of such month as 
the board of directors shall, by resolution, provide.

ARTICLE XI
AMENDMENTS

SECTION 1.  These by-laws may be altered, amended or 
repealed, in whole or in part, and new by-laws may be adopted, at 
any annual, regular or special meeting of the shareholders of the 
corporation or at any annual, regular or special meeting of the 
board of directors of the corporation by the affirmative vote of 
a majority of the board of directors; provided, however, that the 
board of directors of the corporation may not unilaterally amend 
any by-laws which were amended by the affirmative vote of the 
shareholders of the corporation within the preceding twenty-four 
months.