CODE OF BY-LAWS
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                                       OF
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                              BALDWIN & LYONS, INC.
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                              (AS AMENDED 05-04-04)
 
                                    ARTICLE I
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                                  CAPITAL STOCK
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         SECTION 1. STOCK CERTIFICATES As provided by law, each holder of shares
of the corporation shall be entitled to a stock certificate signed by the
president or vice president and attested by the secretary or an assistant
secretary, certifying the number of shares owned by such shareholder and such
other information as may be required by law. The form of such certificate shall
be prescribed by resolution of the Board of Directors.
 
         SECTION 2. LOST OR DESTROYED CERTIFICATES When the stock certificate of
any shareholder is lost or destroyed, a new stock certificate may be issued to
replace such lost or destroyed certificate. Unless waived by the Board of
Directors, the shareholder shall make an affidavit or affirmation of the fact
that his certificate is lost or destroyed, shall advertise the same in such
manner as the Board of Directors may require, and shall give the corporation a
bond of indemnity in the amount and form which the Board of Directors may
prescribe.
 
         SECTION 3. TRANSFER OF SHARES Shares of the corporation shall be
transferable only on the books of the corporation upon the surrender of the
certificate representing the same, either duly endorsed with signature
guaranteed or accompanied by a separate document containing a written assignment
of such certificate duly executed with signature guaranteed. The requirement for
such guaranteeing may be waived by the president or secretary of the
corporation.
 
         SECTION 4. RECOGNITION OF SHAREHOLDERS The corporation shall be
entitled to recognize the exclusive right of a person registered on its books as
the owner of shares to receive dividends and to vote as such owner,
notwithstanding any equitable or other claim to, or interest in, such shares on
the part of any other person.
 
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                                   ARTICLE II
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                            MEETINGS OF SHAREHOLDERS
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         SECTION 1. PLACE OF MEETINGS As provided in the Articles of
Incorporation, meetings of the shareholders of the corporation shall be held at
such place, either within or without the State of Indiana, as may be specified
in the respective calls, notice or waivers of notice thereof.
 
         SECTION 2. ANNUAL MEETINGS The annual meeting of the shareholders of
the corporation shall be held at 10:00 a.m. on the first Tuesday in May of each
year, or on such other date five (5) business days prior to or following this
date as may be designated by the Board of Directors.
 
         SECTION 3. SPECIAL MEETINGS Special meetings of the shareholders may be
called by the President, by the Board of Directors, or by shareholders who hold
not less than one-fourth of all outstanding shares which may be voted on the
business proposed to be transacted thereat.
 
         SECTION 4. NOTICE OF MEETINGS Written notice stating the place, day and
hour of any meeting of shareholders and, in the case of special meetings or when
otherwise required by law, the purpose for which any such meeting is called,
shall be delivered or mailed by the Secretary of the corporation to each
shareholder of record entitled to vote at such meeting, at such address as
appears upon the records of the corporation and at least ten (10) days before
the date of such meeting, on being notified on the place, day and hour thereof
by the officers or persons calling the meeting.
 
         SECTION 5. WAIVER OF NOTICE Notice of any meeting may be waived in
writing by any shareholder if the waiver sets forth in reasonable detail the
time and place of the meeting and the purposes thereof. Attendance at any
meeting, in person or by proxy, if the proxy sets forth in reasonable detail the
purposes of such meeting, shall constitute a waiver of notice of such meeting.
 
         SECTION 6. VOTING RIGHTS Each holder of shares of the corporation shall
have such voting rights as are specified in the Articles of Incorporation of the
corporation.
 
         SECTION 7. DATE OF DETERMINATION OF VOTING RIGHTS The Board of
Directors may fix a stock record date, not exceeding fifty (50) days prior to
the date appointed for any meeting of shareholders, for the purpose of
determining the shareholders entitled to notice of and to vote at such meeting.
In the absence of action by the Board of Directors to fix a stock record date as
herein provided, such stock record date shall be the fourteenth (14th) day prior
to the date of the meeting.
 
         SECTION 8. VOTING BY PROXY A shareholder entitled to vote at any
meeting of shareholders may vote either in person or by proxy, executed in
writing by the
 
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shareholder of a duly authorized attorney-in-fact of such shareholder. (For
purposes of this section, a proxy granted by the telegram by a shareholder shall
be deemed "executed in writing by the shareholder".) No proxy shall be voted at
any meeting of shareholders unless the same shall be filed with the Secretary of
the meeting at the commencement thereof. The general proxy of a fiduciary shall
be given the same effect as the general proxy of any other shareholder. No
proxies shall be valid after eleven (11) months from the date or execution
unless a longer term is expressly provided therein.
 
         No share shall be voted at any meeting:
 
            (a)  on which an installment is due and unpaid; or
            (b)  which shall have been transferred on the books of the
                 corporation within then (10) days next preceding the date of
                 the meeting; or
            (c)  which belongs to the corporation.
 
         SECTION 9. VOTING LIST The Secretary shall make, at least five (5) days
before each meeting of shareholders, a complete list of the shareholders
entitled to vote at such meeting, arranged in alphabetical order, with the
address of each and the number of shares held by each, which list, for the
period of five (5) days prior to such meeting, shall be kept on file at the
principal office of the corporation and shall be subject to inspection by any
shareholder at any time during usual business hours. Such a list shall also be
produced and kept open at the time and place of the meeting and shall be subject
to inspection by any shareholder during the whole time of the meeting.
 
         SECTION 10. QUORUM The persons owning a majority of the stock of this
corporation shall constitute a quorum at any meeting or shareholders, and be
capable of transacting any business thereof, except when otherwise especially
provided by law or by the Articles of Incorporation of this corporation; but if,
at any meeting of the shareholders, there be less than a quorum present, a
majority in interest of the shareholders present in person or by proxy may
adjourn from time to time without notice other than by announcement at the
meeting until the holders of the amount of stock requisite to constitute a
quorum shall attend. At any such adjourned meeting at which a quorum shall be
present, any business may be transacted which might have been transacted at the
meeting as originally notified.
 
         SECTION 11. CONDUCT OF MEETINGS Shareholder's meetings, including the
order of business, shall be conducted in accordance with Roberts' Rules of
Order, Revised, except insofar as the Articles of Incorporation, this Code of
By-Laws, or any rule adopted by the Board of Directors of shareholders may
otherwise provide. The shareholders may, by unanimous consent, waive the
requirement of this section; but such waiver shall not preclude any shareholder
from invoking the requirements of this section at any subsequent meeting.
 
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                                   ARTICLE III
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                               BOARD OF DIRECTORS
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         SECTION 1. DUTIES AND QUALIFICATIONS The business and affairs of the
corporation shall be managed by a Board of Directors, none of whom need be
shareholders of the corporation.
 
         SECTION 2. NUMBER AND TERMS OF OFFICE There shall be thirteen (13) (as
amended 05-04-04) Directors of the corporation, who shall be elected at each
annual meeting of the shareholders, to serve for a term of one (1) year and
until their successors shall be chosen and qualified, or until removal,
resignation or death. If the annual meeting of the shareholders is not held at
the time designated in these By-Laws, such failure shall not cause any defect in
the existence of the corporation, and the Directors then in office shall hold
over until their successors shall be chosen and qualified.
 
         SECTION 3. VACANCIES Any vacancy in the Board of Directors caused by
death, resignation, incapacity or increase in the number of Directors may be
filled by a majority vote of all the remaining members of the Board of
Directors. Shareholders shall be notified of any increase in the number of
Directors and the name, address, principal occupation and other pertinent
information about any Directors elected by the Board to fill any vacancy in the
next mailing sent to the shareholders following any such increase or election.
Vacancies on the Board of Directors occasioned by removal of a Director shall be
filled by a vote of the shareholders entitled to vote thereon at an annual or
special meeting thereof. Any Director so elected by the Board of Directors or by
the shareholders shall hold office until the next annual or special meeting of
shareholders and until his successor shall be elected and qualified.
 
         SECTION 4. ANNUAL MEETING Unless otherwise agreed upon, the Board of
Directors shall meet each year, immediately following the annual meeting of the
shareholders, at the place where such meeting of shareholders was held, for the
purpose of election of offices of the corporation and consideration of any other
business which may be brought before the meeting. No notice shall be necessary
for the holding of this annual meeting.
 
         SECTION 5. OTHER MEETINGS Other meetings of the Board of Directors may
be held regularly pursuant to a resolution of the Board to such effect or may be
held upon the call of the President or of any two (2) members of the Board and
upon twenty-four (24) hours notice specifying the time, place and general
purposes of the meeting, given to each Director, either personally or by mail,
telegram or telephone. No notice shall be necessary for any regular meeting and
notice of any other meeting may be waived in writing or by telegram. Attendance
at any such meeting shall constitute waiver of notice of such meeting. Pursuant
to Indiana law, the Board of Directors are authorized to conduct meetings by
telephone or teleconference (added 5-24-82).
 
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         SECTION 6. QUORUM One-third (1/3rd) of the whole Board of Directors
(but in no case less than two (2) Directors) shall be necessary to constitute a
quorum for the transaction of any business, except the filing of vacancies and
the act of the majority of the Directors present at a meeting at which a quorum
is present shall be the act of the Board of Directors, unless the act of a
greater number is required by law, the Articles of Incorporation, or this Code
of By-Laws.
 
         SECTION 7. ACTION BY CONSENT Any action which may be taken at any
meeting of the Board, may be taken without a meeting, if prior to such action a
written consent to such action is signed by all members of the Board and such
consent is filed with the minutes of proceedings of the Board.
 
         SECTION 8. COMMITTEES OF THE BOARD OF DIRECTORS The Board of Directors
may, by resolution adopted by a majority of the actual number of Directors
elected and qualified, from time to time designate from among its members an
executive committee or such other committees as it may specify. Any such
committee shall have and exercise all the authority of the Board of Directors,
to the extent provided in such resolution and by law. (as amended 3-30-72)
 
 
 
                                   ARTICLE IV
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                                     OFFICES
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         SECTION 1. OFFICES AND QUALIFICATION THEREFORE The offices of the
corporation shall consist of a Chairman of the Board of Directors, a President,
an Executive Vice President, one (1) or more Vice Presidents, a Secretary, a
Treasurer and such assistant officers as the Board of Directors shall designate.
The President shall be chosen from among the Directors. Any two (2) or more
offices may be held by the same person, except the duties of the President and
the Secretary shall not be performed by the same person.
 
         SECTION 2. TERMS OF OFFICE Each Officer of the corporation shall be
elected annually by the Board of Directors at its annual meeting and shall hold
office for a term of one (1) year and until his successor shall be duly elected
and qualified.
 
         SECTION 3. VACANCIES Whenever any vacancies shall occur in any of the
offices of the corporation for any reason, the same may be filled by the Board
of Directors at a special or annual meeting thereof, and any officer so elected
shall hold office until the next annual meeting of the Board of Directors and
until his successor shall be duly elected and qualified.
 
         SECTION 4. REMOVAL Any officer of the corporation may be removed, with
or without cause, by the Board of Directors whenever a majority of such Board
shall vote in favor of such removal.
 
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         SECTION 5. COMPENSATION Each officer of the corporation shall receive
such compensation for his service in such office as may be fixed by action of
the Board of Directors, duly recorded.
 
                                    ARTICLE V
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                          POWER AND DUTIES OF OFFICERS
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         SECTION 1. CHAIRMAN OF THE BOARD Subject to the general control of the
Board of Directors, the Chairman shall manage and supervise all the affairs and
personnel of the corporation and shall discharge all the usual functions of the
Chief Executive Officer of a corporation. The Chairman shall preside at all
meetings of the Board and shareholders, and shall have such other powers and
duties as this Code of By-Laws or the Board of Directors may prescribe. (as
amended 5-3-77)
 
         SECTION 2. PRESIDENT The President shall be the chief operating officer
of the corporation. He shall also have all the powers of and perform the duties
incumbent upon the Chairman during his absence or disability. He shall have such
other powers and duties as this Code of By-Laws or the Board of Directors may
prescribe. Shares of other corporations owned by this corporation may be voted
by the President or by such proxies as the President shall designate. The
President shall have authority to execute, with the Secretary, powers of
attorney appointing other corporations, partnerships or individuals, the agents
of the corporation subject to law, the Articles of Incorporation and this Code
of By-Laws.
 
         SECTION 3. EXECUTIVE VICE PRESIDENT The Executive Vice President shall
assist the President in supervising the operations of the corporation and,
subject to the direction of the President, shall manage and supervise the
agency, sales and underwriting operations of the corporation. (as amended
3-12-77)
 
         SECTION 4. VICE PRESIDENTS The Vice Presidents shall, in the order
designated by the Board of Directors, have all the powers of and perform all the
duties incumbent upon the President during his absence or disability and shall
have such other powers and duties as this Code of By-Laws or the Board of
Directors may prescribe.
 
         SECTION 5. SECRETARY The Secretary shall attend all meetings of the
shareholders and of the Board of Directors, and keep, or cause to be kept, in a
book provided for the purpose, a true and complete record of the proceedings of
such meeting, and he shall perform a like duty, when required, for all standing
committees appointed by the Board of Directors. He shall attest the execution of
all deeds, leases, agreements and other official documents and shall affix the
corporate seal thereto. He shall attend to the giving and serving of all notices
of the corporation required by this Code of By-Laws, shall have custody of the
books (except books of account), records and corporate seal of the corporation,
and in general shall perform all duties pertaining to the office of Secretary
and such other duties as this Code of By-Laws or the Board of Directors may
prescribe.
 
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         SECTION 6. TREASURER The Treasurer shall keep correct and complete
records of account, showing accurately at all times financial condition of the
corporation. He shall have charge and custody of, and be responsible for, all
funds, notes, securities and other valuables which may from time to time come
into the possession of the corporation. He shall deposit, or cause to be
deposited, all funds of the corporation with such depositories as the Board of
Directors, or whenever required, a statement of the financial condition of the
corporation, and in general shall perform all duties pertaining to the office of
Treasurer and such other duties as this Code of By-Laws or the Board of
Directors may prescribe.
 
         SECTION 7. ASSISTANT OFFICERS Such assistant officers as the Board of
Directors shall from time to time designate and elect shall have such powers and
duties as the officers whom they are elected to assist shall specify and
delegate to them and such other powers and duties as this Code of By-Laws or the
Board of Directors may prescribe. An Assistant Secretary may, in the absence or
disability of the Secretary, attest the execution of all documents by the
corporation and affix the corporate seal thereto.
 
         SECTION 8. DELEGATION OF DUTIES In case of the absence of inability to
act of any officer of the corporation, the Board of Directors may delegate for
the time being the duties of such officer to any other officer or to any
director.
 
         SECTION 9. LOANS TO OFFICERS No loan of money or property or
advancement on account of services to be performed in the future shall be made
to any officer or director of the corporation, except as may otherwise be
provided by statute (as amended 1-26-83).
 
 
 
                                   ARTICLE VI
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                                  MISCELLANEOUS
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         SECTION 1. CORPORATE SEAL The seal of the corporation shall be circular
in form with the name of the corporation around the top of its periphery, the
word "Indiana" around the bottom of its periphery, and the word "Seal" through
the center.
 
         SECTION 2. EXECUTION OF CONTRACTS AND OTHER DOCUMENTS Unless otherwise
ordered by the Board of Directors, all written contracts and other documents
entered into by the corporation shall be executed on behalf of the corporation
by the President or a Vice President. If the corporate seal is required to be
affixed thereto, it shall be affixed and attested by the Secretary or an
Assistant Secretary.
 
         SECTION 3. FISCAL YEAR The fiscal year of the corporation commences on
the first (1st) day of January and ends on the thirty-first (31st) day of
December of each year.
 
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                                   ARTICLE VII
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                                   AMENDMENTS
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         SECTION 1. AMENDMENTS OF BY-LAWS Subject to law and the Articles of
Incorporation, the power to make, later, amend or repeal all or any part of this
Code of By-Laws is vested in the Board of Directors. The affirmative vote of a
majority of all the Directors shall be necessary to affect any such changes in
this Code of By-Laws.