EXHIBIT (3) (ii) 1


                                     BY-LAWS

                              CH ENERGY GROUP, INC.

                             POUGHKEEPSIE, NEW YORK

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                                     BY-LAWS

                              CH ENERGY GROUP, INC.

                             POUGHKEEPSIE, NEW YORK

                                      INDEX


                                                                            PAGE
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ARTICLE I         MEETINGS OF SHAREHOLDERS

Section 1.1      Annual Meetings ...........................................   1
Section 1.2      Special Meetings ..........................................   1
Section 1.3      Place of Meetings .........................................   1
Section 1.4      Presiding at Meetings .....................................   1
Section 1.5      Quorum ....................................................   1
Section 1.6      Adjournment ...............................................   2
Section 1.7      Notice of Meetings ........................................   2
Section 1.8      Waiver and Consent ........................................   3
Section 1.9      Fixing Record Date ........................................   3
Section 1.10     List of Shareholders at Meetings ..........................   3
Section 1.11     Proxies ...................................................   3
Section 1.12     Notice of Shareholder Business and Nominations ............   4
Section 1.13     Inspectors of Elections ...................................   7
Section 1.14     Vote of Shareholders ......................................   7

ARTICLE II       BOARD OF DIRECTORS

Section 2.1      Number of Directors .......................................   7
Section 2.2      Elections, Terms and Vacancies ............................   8
Section 2.3      Meetings of the Board .....................................   8
Section 2.4      Notice and Adjournment ....................................   8

                                       (i)
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                                                                            PAGE
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ARTICLE II       BOARD OF DIRECTORS (Continued)

Section 2.5      Quorum ....................................................   9
Section 2.6      Unanimous Written Consent .................................   9
Section 2.7      Resignation of Directors ..................................   9
Section 2.8      Removal of Directors ......................................   9
Section 2.9      Compensation of Directors .................................  10
Section 2.10     Time and Place of Meetings ................................  10
Section 2.11     Special Meetings ..........................................  10
Section 2.12     Telephonic Meetings .......................................  10

ARTICLE III      COMMITTEES
Section 3.1      Organization and Authority ................................  10
Section 3.2      Executive Committee .......................................  11
Section 3.3      Action by a Committee .....................................  11
Section 3.4      Quorum ....................................................  11
Section 3.5      Reports to Board of Directors .............................  12
Section 3.6      Compensation of Committee Members .........................  12
Section 3.7      Resignation and Removal of Committee Members ..............  12
Section 3.8      Unanimous Written Consent .................................  12
Section 3.9      Place of Committee Meetings ...............................  12
Section 3.10     Notice ....................................................  12

ARTICLE IV       OFFICERS AND THEIR DUTIES

Section 4.1      Officers ..................................................  13
Section 4.2      Term of Office; Resignation; Removal; Vacancies ...........  13
Section 4.3      Powers and Duties .........................................  13
Section 4.4      Salaries ..................................................  14
Section 4.5      Chairman ..................................................  14
Section 4.6      Vice Chairman .............................................  14
Section 4.7      Vice President ............................................  14
Section 4.8      Secretary .................................................  15
Section 4.9      Treasurer .................................................  15
Section 4.10     Controller ................................................  15
Section 4.11     Other Officers ............................................  16

                                                       (ii)
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                                                                            PAGE
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ARTICLE V        SHARES CERTIFICATED SHARES

Section 5.1      Certificates, Registrar and Transfer Agent ................  16
Section 5.2      Authorization of Facsimile Signatures and Seal ............  16
Section 5.3      Transfer of Certificated Shares ...........................  16
Section 5.4      Lost, Stolen or Destroyed Share Certificates ..............  17

ARTICLE VI       INDEMNIFICATION

Section 6.1      General Applicability .....................................  17
Section 6.2      Scope of Indemnification ..................................  17
Section 6.3      Other Indemnification Provisions ..........................  18
Section 6.4      Survival of Indemnification ...............................  18
Section 6.5      Inability to Limit Indemnification ........................  18
Section 6.6      Severability ..............................................  18

ARTICLE VII      OTHER MATTERS

Section 7.1      Books to be Kept ..........................................  19
Section 7.2      Corporate Seal ............................................  19
Section 7.3      When Notice or Lapse of Time Unnecessary ..................  19
Section 7.4      Contracts, etc., How Executed .............................  20
Section 7.5      Loans .....................................................  20
Section 7.6      Deposits ..................................................  20
Section 7.7      General and Special Bank Accounts .........................  20
Section 7.8      Fiscal Year ...............................................  21

ARTICLE VIII     AMENDMENTS TO BY-LAWS

Section 8.1      By Directors ..............................................  21
Section 8.2      By Shareholders ...........................................  21

                                      (iii)
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                                    ARTICLE I
                            MEETINGS OF SHAREHOLDERS

     SECTION 1.1    ANNUAL MEETINGS

     The annual meeting of the shareholders, for the election of directors and
the transaction of such other business as may be brought before the meeting,
shall be held each year on the fourth Tuesday in April (or if said day be a
legal holiday, then on the next succeeding business day), at such time of day as
the directors may determine.

     SECTION 1.2    SPECIAL MEETINGS

     Subject to the rights of the holders of any series of stock having a
preference over the Common Stock of the Company as to dividends or upon
liquidation ("Preferred Stock") with respect to such series of Preferred Stock,
special shareholders' meetings may be called by holders of a majority of the
votes of the outstanding shares of common stock of the Company entitled to vote
or act with respect thereto upon the business to be brought before such meeting,
or by the Chairman of the Board of Directors, President and Chief Executive
Officer pursuant to a resolution adopted by a majority of the total number of
directors which the Company would have if there were no vacancies. At any
special meeting, only such business may be transacted which is related to the
purpose(s) set forth in the notice of such special meeting given pursuant to
Section 1.7 of these By-Laws.

     SECTION 1.3    PLACE OF MEETINGS

     Shareholders' meetings shall be held at the principal office of the Company
or at such other place as designated by the Board of Directors and stated in the
notice of such meeting.

     SECTION 1.4    PRESIDING AT MEETINGS

     At all shareholders' meetings, the Chairman of the Board of Directors,
President and Chief Executive Officer, Vice Chairman or a Vice President, shall
act as Chairman of the meeting as provided for in Sections 4.5, 4.7 and 4.8 and
the Secretary or Assistant Secretary shall act as Secretary of the meeting as
provided for in Section 4.9.

     SECTION 1.5    QUORUM

     Holders of a majority of the votes of the shares of the Company entitled to
vote must be present, in person or by proxy, at each shareholders' meeting to
constitute a quorum at such meeting. When a specified item of business is
required to be voted on by a class or series, voting as a class, the holders of
a majority of the votes of the shares of such class or series shall constitute a
quorum for the transaction of such specified item of business. When a quorum is

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once present to organize a meeting, it is not broken by the subsequent
withdrawal of any shareholders.

     Except as may be provided by or pursuant to the Certificate of
Incorporation, at all shareholders' meetings each shareholder entitled to vote
shall be entitled to one vote for each share held by him or her, and may vote
and otherwise act either in person or by proxy, as provided for in Section 1.11.

     SECTION 1.6    ADJOURNMENT

     The Chairman of the meeting, or a majority of the shares so represented at
the meeting, may adjourn the meeting despite the absence of a quorum. When a
shareholders' meeting is adjourned to another time or place, it shall not be
necessary to give any notice of the adjourned meeting if the time and place to
which the meeting is adjourned are announced at the meeting at which the
adjournment is taken, and at the adjourned meeting any business may be
transacted that might have been transacted on the original date of the meeting.
However, if after the adjournment the Board of Directors fixes a new record date
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each shareholder of record on the new record date entitled to notice under this
Section 1.6.

     SECTION 1.7    NOTICE OF MEETINGS

     Written notice of the date, time and place of every shareholders' meeting
shall be given personally, or by first class mail (not less than ten (10) nor
more than sixty (60) days before the date of the meeting) or by third class mail
(not less than twenty-four (24) nor more than sixty (60) days before the date of
the meeting) or as otherwise may be permitted by law, to each shareholder of
record as of the date fixed by the Board of Directors, pursuant to Section 1.9
hereof, and such other notice shall be given as may be required by law.

     Notice of a special shareholders' meeting shall indicate that it is being
issued by or at the direction of the person or persons calling the meeting and
shall state the purpose(s) for which the meeting is called.

     If mailed, such notice shall be deemed given when deposited in the United
States mail, with postage thereon prepaid, directed to the shareholder at his or
her address as it appears on the shareholders' list or record, or, if he or she
shall have filed with the Secretary of the Company a written request that
notices to him or her be mailed to some other address, then directed to him or
her at such other address.

     An affidavit of the Secretary of the Corporation or other person giving the
notice or of a transfer agent of the Corporation that the notice required by
this Section 1.7 has been given shall be supplied at the meeting to which it
relates.

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     SECTION 1.8    WAIVER AND CONSENT

     Notice of meeting need not be given to any shareholder who submits a signed
waiver of notice, in person or by proxy, whether before or after the meeting.
The attendance of any shareholder at a meeting, in person or by proxy, without
objecting to the lack of notice of such meeting prior to the conclusion of the
meeting, shall constitute a waiver of notice by such shareholder.

     The transactions of any shareholders' meeting, however called and noticed,
are as valid as though had at a meeting duly held after regular call and notice,
if a quorum is present either in person or by proxy, and if, either before or
after the meeting, each of the persons entitled to vote, not present in person
or by proxy, signs a written waiver of notice, or a consent to the holding of
the meeting, or an approval of the minutes thereof.

     All such waivers, consents or approvals shall be filed with the corporate
records or made a part of the minutes of the meeting. Executors, administrators,
guardians, trustees, and other fiduciaries entitled to vote shares may sign such
waivers, consents and approvals.

     SECTION 1.9    FIXING RECORD DATE

     For the purpose of determining the shareholders entitled to notice of or to
vote at any shareholders' meeting or any adjournment thereof, or for the purpose
of determining shareholders entitled to receive payment of any dividend or the
allotment of any rights, or for the purpose of any other action, the Board of
Directors may fix, in advance, a date as the record date for any such
determination. Such date shall not be more than sixty (60) nor less than ten
(10) days before the date of such meeting, nor more than sixty (60) days before
the date of such action.

     SECTION 1.10   LIST OF SHAREHOLDERS AT MEETINGS

     A list of shareholders as of the record date, certified by the Secretary or
any Assistant Secretary or by a transfer agent, shall be produced at any
shareholders' meeting upon the request thereat or prior thereto of any
shareholder. If the right to vote at any meeting is challenged, the inspectors,
or the person presiding thereat, shall require such list of shareholders to be
produced as evidence of the right of the persons challenged to vote at such
meeting, and all persons who appear from such list to be shareholders entitled
to vote thereat may vote at such meeting.

     SECTION 1.11   PROXIES

     (a) GENERALLY. Every person entitled to vote or execute consents shall have
the right to do so either in person or by one or more agents authorized by a
written proxy executed by such person or his duly authorized agent and filed
with the Secretary of the Company or by telephone or electronic transmission as
permitted by law. Any executor, administrator, guardian, trustee or other
fiduciary may give proxies.

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     (b) TERM OF PROXIES. A proxy is not valid after the expiration of eleven
(11) months from the date of its execution, unless the length of time for which
such proxy is to continue in force is otherwise specified therein, which in no
case shall exceed seven (7) years from the date of its execution.

     (c) REVOCATION AND SUSPENSION OF PROXIES. Any proxy duly executed continues
in full force and effect and is not revoked until an instrument revoking it, or
until a duly executed proxy bearing a later date, is filed with the Secretary of
the Company. A proxy is not revoked by the death or incapacity of the maker
unless, before the vote is counted or the authority is exercised, written notice
of the death or incapacity is given to the Company. Notwithstanding that a valid
proxy is outstanding, if the person executing the proxy is present at the
meeting and elects to vote in person, then the powers of the proxy holder are
suspended, except in the case of a proxy coupled with an interest (which states
that fact on its face).

     (d) VOTING BY TWO OR MORE PROXIES. If any instrument of proxy designates
two or more persons to act as proxy, in the absence of any provision in the
proxy to the contrary, the persons designated may represent and vote the shares
in accordance with the vote or consent of the majority of the persons named as
such proxies. If only one such proxy is present, such proxy may vote all the
shares, and all the shares standing in the name of the principal(s) for whom
such proxy acts shall be deemed represented for the purpose of obtaining a
quorum. The foregoing provisions shall apply to the voting of shares by proxies
for any two or more administrators, executors, trustees, or other fiduciaries,
unless an instrument or order of court appointing them otherwise directs.

     (e) DIRECTORS' DETERMINATION OF EXECUTION AND USE OF PROXIES. The Board of
Directors may, in advance of any annual or special meeting of the shareholders,
prescribe additional regulations concerning the manner of execution and filing
of proxies and the validation of the same, which are intended to be voted at any
such meeting.

     SECTION 1.12   NOTICE OF SHAREHOLDER BUSINESS AND NOMINATIONS

     A.   ANNUAL SHAREHOLDERS' MEETINGS

     (1) Nominations of persons for election to the Board of Directors of the
Company and the proposal of business to be considered by the shareholders may be
made at an annual shareholders' meeting (a) pursuant to the Company's notice of
meeting, (b) by or at the direction of the Board of Directors or (c) by any
shareholder of the Company who was a shareholder of record at the time of giving
of notice provided for in this Section 1.12 who is entitled to vote at the
meeting and who complies with the notice of procedures set forth in this Section
1.12.

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     (2) For nominations or other business to be properly brought before an
annual meeting by a shareholder pursuant to clause (c) of paragraph A.(1) of
this Section 1.12, the shareholder must have given timely notice thereof in
writing to the Secretary of the Company and such other business must otherwise
be a proper matter for shareholder action. To be timely, a shareholder's notice
shall be delivered to the Secretary at the principal executive offices of the
Company not later than the close of business on the 60th day nor earlier than
the close of business on the 90th day prior to the first anniversary of the
preceding year's annual meeting; provided, however, that in the event that the
date of the annual meeting is more than 30 days before or more than 60 days
after such anniversary date, notice by the shareholder to be timely must be so
delivered not earlier than the close of business on the 90th day prior to such
annual meeting and no later than the close of business on the later of the 60th
day prior to such annual meeting or the 10th day following the day on which the
date of such meeting is first publicly announced or disclosed (in a public
filing or otherwise) by the Company. In no event shall the public announcement
of an adjournment of an annual meeting commence a new time period for the giving
of a shareholder's notice as described above. Such shareholder's notice shall
set forth (a) as to each person whom the shareholder proposes to nominate for
election or reelection as a Director all information relating to such person
that is required to be disclosed in solicitations of proxies for election of
Directors in an election contest, or is otherwise required, in each case
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended
(the "Exchange Act") and Rule 14a-11 thereunder (including such person's written
consent to being named in the proxy statement as a nominee and to serving as a
Director if elected); (b) as to any other business that the shareholder proposes
to bring before the meeting, a brief description of the business desired to be
brought before the meeting, the reasons for conducting such business at the
meeting and any material interest in such business of such shareholder and the
beneficial owner, if any, on whose behalf the proposal is made; and (c) as to
the shareholder giving the notice and the beneficial owner, if any, on whose
behalf the nomination or proposal is made (i) the name and address of such
shareholder, as they appear on the Company's books, and of such beneficial owner
and (ii) the class and number of shares of the Company which are owned
beneficially and of record by such shareholder and such beneficial owner.

     (3) Notwithstanding anything in the second sentence of paragraph A.(2) of
this Section 1.12 to the contrary, in the event that the number of Directors to
be elected to the Board of Directors of the Company is increased and there is no
public announcement by the Company naming all of the nominees for Director or
specifying the size of the increased Board of Directors at least 70 days prior
to the first anniversary of the preceding year's annual meeting, a shareholder's
notice required by paragraph A. of Section 1.12 shall also be considered timely,
but only with respect to nominees for any new positions created by such
increase, if it shall be delivered to the Secretary at the principal executive
offices of the Company not later than the close of business on the 10th day
following the day on which such public announcement is first made by the
Company.

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     B.   SPECIAL SHAREHOLDERS' MEETINGS

     Only such business shall be conducted at a special shareholders' meeting as
shall have been brought before the meeting pursuant to the Company's notice of
meeting. Nominations of persons for election to the Board of Directors may be
made at a special shareholders' meeting at which Directors are to be elected
pursuant to the Company's notice of meeting (a) by or at the direction of the
Board of Directors or (b) provided that the Board of Directors has determined
that Directors shall be elected at such meeting, by any shareholder of the
Company who is a shareholder of record at the time of giving of notice provided
for in this Section 1.12 who is entitled to vote at the meeting and who complies
with the notice procedures set forth in this Section 1.12. In the event the
Company calls a special shareholders' meeting for the purpose of electing one or
more Directors to the Board of Directors, any such shareholder may nominate a
person or persons (as the case may be), for election to such position(s) as
specified in the Company's notice of meeting, if the shareholder's notice
required by paragraph A.(2) of this Section 1.12 shall be delivered to the
Secretary at the principal executive offices of the Company not earlier than the
close of business on the 90th day prior to such special meeting and not later
than the close of business on the later of the 60th day prior to such special
meeting or the 10th day following the day on which public announcement or other
disclosure (in a public filing or otherwise) is first made of the date of the
special meeting and of the nominees proposed by the Board of Directors to be
elected at such meeting. In no event shall the public announcement of an
adjournment of a special meeting commence a new time period for the giving of a
shareholder's notice as described above.

     C.   GENERAL

     (1) Only such persons who are nominated in accordance with the procedures
set forth in this Section 1.12 shall be eligible to serve as Directors and only
such business shall be conducted at a shareholders' meeting as shall have been
brought before the meeting in accordance with the procedures set forth in this
Section 1.12. Except as otherwise provided by law, the Chairman of the meeting
shall have the power and duty to determine whether a nomination or any business
proposed to be brought before the meeting was made or proposed, as the case may
be, in accordance with the procedures set forth in this Section 1.12 and, if any
proposed nomination or business is not in compliance with this Section 1.12, to
declare that such defective proposal or nomination shall be disregarded.

     (2) For purposes of this Section 1.12, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones News Service, Associated
Press or comparable national news service or in a document publicly filed by the
Company with the Securities and Exchange Commission pursuant to Section 13, 14,
or 15(d) of the Exchange Act.

     (3) Notwithstanding the foregoing provisions of this Section 1.12, a
shareholder shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to the matters set
forth in this Section 1.12. Nothing in this Section 1.12


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of Article I shall be deemed to affect any rights (i) of shareholders to request
inclusion of proposals in the Company's proxy statement pursuant to Rule 14a-8
under the Exchange Act or (ii) of the holders of any series of Preferred Stock
to elect Directors under specified circumstances.

     SECTION 1.13   INSPECTORS OF ELECTIONS

     The Board of Directors by resolution shall appoint, or shall authorize an
officer of the Company to appoint, one or more inspectors, which inspector or
inspectors may include individuals who serve the Company in other capacities,
including, without limitation, as officers, employees, agents or
representatives, to act at the meetings of shareholders and make a written
report thereof. One or more persons may be designated as alternate inspector(s)
to replace any inspector who fails to act. If no inspector or alternate has been
appointed to act or is able to act at a meeting of shareholders, the Chairman of
the meeting shall appoint one or more inspectors to act at the meeting. Each
inspector, before discharging such person's duties, shall take and sign an oath
to execute faithfully the duties of inspector with strict impartiality and
according to the best of such person's ability. The inspector(s) shall have the
duties prescribed by law. The Chairman of the meeting shall fix and announce at
the meeting the date and time of the opening and the closing of the polls for
each matter upon which the shareholders will vote at a meeting.

     SECTION 1.14   VOTE OF SHAREHOLDERS

     Subject to the rights of holders of any series of Preferred Stock,
Directors shall, except as otherwise required by law or by the Certificate of
Incorporation or by a specific provision of these By-Laws adopted by the
shareholders, be elected by a plurality of the votes cast at a meeting of
shareholders by the holders of shares entitled to vote in the election. Subject
to the rights of holders of any series of Preferred Stock, whenever any
corporate action, other than the election of Directors, is to be taken by vote
of the shareholders, it shall, except as otherwise required by law or by the
Certificate of Incorporation, be authorized by a majority of the votes cast at a
meeting of shareholders by the holders of shares entitled to vote thereon.

                                   ARTICLE II
                               BOARD OF DIRECTORS

     SECTION 2.1    NUMBER OF DIRECTORS

     The affairs of this Company shall be managed by no less than one (1) nor
more than twenty-five (25) Directors as fixed by resolution adopted by a
majority of the entire Board. Each Director shall be at least 18 years of age.
Persons reaching age 70 during their prospective term of election shall resign
from the Board by their 70th birthday and such director's position shall be, at
the discretion of the Chairman of the Board, President and Chief Executive
Officer, filled or left vacant until the normal expiration of the term held by
that director.

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     SECTION 2.2    ELECTIONS, TERMS AND VACANCIES

     At the first annual meeting of shareholders following the adoption of the
Restated Certificate of Incorporation of the Company, or any special meeting in
lieu thereof, the Board of Directors shall be divided into three classes
designated Class I, Class II and Class III. Such classes shall be as nearly
equal in number as the then total number of Directors constituting the entire
Board permits. Class I, Class II and Class III Directors shall be elected for
terms expiring at the next succeeding annual meeting, the second succeeding
annual meeting and the third succeeding annual meeting, respectively, and until
their respective successors are elected and qualified. At each annual
shareholders' meeting after such first annual (or special) meeting of
shareholders following the adoption of the Restated Certificate of Incorporation
of the Company, the Directors chosen to succeed those in the class whose terms
then expire shall be elected by shareholders for terms expiring at the third
succeeding annual meeting after election, or for such lesser term for which one
or more may be nominated in a particular case in order to assure that the number
of Directors in each class shall be appropriately constituted and until their
respective successors are elected and qualified. Newly created Directorships or
any decrease in Directorships resulting from increases or decreases in the
number of Directors shall be so apportioned among the classes of Directors as to
make all the classes as nearly equal in number as possible. Vacancies on the
Board at any time may be filled by a majority of the Directors then in office,
although less than a quorum. A Director elected to fill a vacancy, unless
elected by the shareholders, shall hold office until the next meeting of
shareholders at which the election of Directors is in the regular order of
business, and until his or her successor has been elected and qualified.

     Notwithstanding the foregoing, whenever the holders of any one or more
classes or series of Stock (other than the Common Stock) shall have the right,
voting separately by class or series, to elect Directors at an annual or special
shareholders' meeting, the election, term of office, filling of vacancies and
other features of such Directorships shall be governed by any terms of the
Certificate of Incorporation of the Company applicable thereto, and such
Directors so elected shall not be divided into classes pursuant to this Section
2.2 unless expressly provided by such terms.

     SECTION 2.3    MEETINGS OF THE BOARD

     An annual meeting of the Board of Directors shall be held in each year as
soon as practicable after the annual meeting of shareholders. Regular meetings
of the Board shall be held at such times as may be fixed by the Board. No notice
need be given of annual or regular meetings of the Board of Directors.

     SECTION 2.4    NOTICE AND ADJOURNMENT

     Notice of each special meeting of the Board shall be given to each director
either by mail not later than noon, New York time, on the fifth business day
prior to the meeting or by telegram,


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by facsimile transmission, by written message or orally to the Directors not
later than noon, New York time, on the day prior to the meeting. Notices shall
be deemed to have been given by mail when deposited in the United States mail,
by telegram at the time of filing, by facsimile transmission upon confirmation
of receipt, and by messenger at the time of delivery by the messenger. Notices
by mail, telegram, facsimile transmission or messenger shall be sent to each
Director at the address or facsimile number designated by him or her for that
purpose, or, if none has been so designated, at his or her last known residence
or business address. Notice of a meeting of the Board of Directors need not be
given to any Director who submits a signed waiver of notice whether before or
after the meeting, or who attends the meeting without protesting, prior thereto
or at its commencement, the lack of notice to him or her. A notice or waiver of
notice need not specify the purpose of any meeting of the Board of Directors. A
majority of the Directors present, whether or not a quorum is present, may
adjourn any meeting to another time and place. Notice of any adjournment of a
meeting to another time or place shall be given in the manner described above to
the Directors who were not present at the time of the adjournment and, unless
such time and place are announced at the meeting, to the other Directors.

     SECTION 2.5    QUORUM

     Unless a greater quorum is required by law, a majority of the number of
directors at the time serving on the Board of Directors shall constitute a
quorum for the transaction of business, or of any specified item of business,
provided, however, that a quorum shall not consist of less than one-third of the
entire Board of Directors. Except where otherwise provided by law or in the
Certificate of Incorporation or these By-Laws, the vote of a majority of the
Directors present at a meeting at the time of such vote, if a quorum is then
present, shall be the act of the Board.

     SECTION 2.6    UNANIMOUS WRITTEN CONSENT

     Any action authorized, in writing, by all of the Directors entitled to vote
thereon and filed with the minutes of the Company shall be the act of the Board
with the same force and effect as if the same had been passed by unanimous vote
at a duly called meeting of the Board.

     SECTION 2.7    RESIGNATION OF DIRECTORS

     Any Director of the Company may resign at any time. Such resignation shall
be made in writing and shall take effect at the time specified therein, or, if
no time be specified, at the time of its receipt by the Chairman of the Board or
Secretary. The acceptance of a resignation shall not be necessary to make it
effective unless so specified therein.

     SECTION 2.8    REMOVAL OF DIRECTORS

     Subject to the rights of any class or series of stock having a preference
over the Common Stock as to dividends or upon liquidation to elect Directors
under specified circumstances, any

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Director may be removed from office only for cause by a vote of the shareholders
entitled to vote thereon.

     SECTION 2.9    COMPENSATION OF DIRECTORS

     Members of the Board shall receive such fees and compensation as fixed from
time to time by the Board and shall be reimbursed for reasonable expenses for
attending Board meetings. In the event of brief unscheduled Board meetings or
Board meetings called on short notice, the Chairman of the Board, President and
Chief Executive Officer may decide to hold the meeting by conference telephone
or similar communications equipment or permit a member of the Board to attend
the meeting by such means, in which case each director participating in the
meeting by such teleconference shall be compensated at 75% of the then normal
fee applicable to such meeting.

     SECTION 2.10   TIME AND PLACE OF MEETINGS

     Meetings of the Board of Directors shall be held in such month on such day
at such hour and at such place as the Board may from time to time direct.

     SECTION 2.11   SPECIAL MEETINGS

     Special meetings of the Board may be held on the call of the Chairman of
the Board of Directors, President and Chief Executive Officer or the Secretary
or upon written request of a majority of the Directors at the time serving on
the Board addressed to the Secretary.

     SECTION 2.12   TELEPHONIC MEETINGS

     In the event it is necessary to obtain a quorum, at the discretion of the
Chairman of the Board, President and Chief Executive Officer and the presiding
committee Chairman, any one or more members of the Board or any committee of the
Board may participate in a meeting of the Board or committee by means of a
conference telephone or similar communications equipment allowing all persons
participating in the meeting to hear each other at the same time. Participation
by such means shall constitute presence in person at such meeting.

                                   ARTICLE III
                                   COMMITTEES

     SECTION 3.1    ORGANIZATION AND AUTHORITY

     The Board of Directors, by resolution adopted by a majority of the entire
Board, may designate from among its members, such committees as the Board of
Directors may from time to time determine, including the committee created by
Section 3.2 of this Article III, each consisting of three or more Directors, and
each of which, to the extent provided in the resolution, shall have

                                       10
<PAGE>


all the authority of the Board, except that no such committee shall have
authority as to (1) the submission to shareholders of any action that needs
shareholders' approval; (2) the filling of vacancies in the Board or in any
committee thereof; (3) the fixing of compensation of the Directors for serving
on the Board or on any committee thereof; (4) the amendment or repeal of the
By-Laws, or the adoption of new By-Laws; (5) the amendment or repeal of any
resolution of the Board which, by its terms, shall not be so amendable or
repealable; (6) the fixing or changing of the size of the Board; or (7) the
removal or indemnification of Directors. In the event of the absence of any
member(s) from a meeting of a committee, replacements may be made from Directors
designated as alternate members of such committee by the Board. The Chairman of
the Board of Directors, President and Chief Executive Officer, or in his absence
or should he so direct, a Vice President, if such officers are members of the
committee, shall preside at meetings of the committee, otherwise the presiding
officer shall be designated by majority vote of the committee. Vacancies in the
membership of the committee shall be filled by the Board of Directors at a
regular or special meeting of the Board of Directors. Unless the Board of
Directors otherwise provides, each committee designated by the Board may adopt,
amend and repeal rules for the conduct of its business.

     SECTION 3.2    EXECUTIVE COMMITTEE

     The Board of Directors, by resolution adopted by a majority of the entire
Board, may designate three or more of the directors, together with the Chairman
of the Board of Directors, President and Chief Executive Officer, to constitute
an Executive Committee, to serve at the pleasure of the Board, which Committee
shall during the intervals between meetings of the Board of Directors, unless
limited by the resolution appointing such Committee, have authority to exercise
all or any of the powers of the Board of Directors in the management of the
affairs of the Corporation, insofar as such powers may lawfully be delegated or
as set forth in these By-Laws. The Board may designate one or more directors as
alternate members of such Committee, who may replace any absent member or
members at any meeting of such Committee.

     SECTION 3.3    ACTION BY A COMMITTEE

     The act of a majority of the members of a committee present at any meeting
at which a quorum is present shall be the act of such committee. The members of
a committee shall act only as a committee, and the individual members thereof
shall have no individual powers as such. Each committee may make such rules as
it may deem expedient for the regulation and carrying on of its meetings and
proceedings.

     SECTION 3.4    QUORUM

     A majority of the members of a committee shall constitute a quorum.

                                       11
<PAGE>


     SECTION 3.5    REPORTS TO BOARD OF DIRECTORS

     Each such committee shall keep a record of its proceedings and make reports
to the Board at its next regular meeting.

     SECTION 3.6    COMPENSATION OF COMMITTEE MEMBERS

     Members of committees of the Board shall receive such fees and compensation
as fixed from time to time by the Board and shall be reimbursed for reasonable
expenses for attending committee meetings. In the event of brief unscheduled
committee meetings or committee meetings called on short notice, the Chairman of
the Board, President and Chief Executive Officer and the presiding committee
Chairman may decide to hold the meeting by conference telephone or similar
communications equipment or permit a member of the committee to attend the
meeting by such means, in which case each director participating in the meeting
by such teleconference shall be compensated at 75% of the then normal fee
applicable to such meeting.

     SECTION 3.7    RESIGNATION AND REMOVAL OF COMMITTEE MEMBERS

     Any member of any committee may resign at any time. Such resignation shall
be made in writing and shall take effect at the time specified therein, or, if
no time be specified, at the time of its receipt by the Chairman of the Board of
Directors, President and Chief Executive Officer or Secretary. The acceptance of
a resignation shall not be necessary to make it effective unless so specified
therein. Committee members may be removed by action of the Board of Directors,
with or without cause.

     SECTION 3.8    UNANIMOUS WRITTEN CONSENT

     Any action authorized in writing, by all of the members of a committee and
filed with the minutes of the Company shall be the act of that committee with
the same force and effect as if the same had been passed by unanimous vote at a
duly called meeting of such committee.

     SECTION 3.9    PLACE OF COMMITTEE MEETINGS

     Meetings of each committee shall be held in such month on such day at such
hour and at such place as such committee may from time to time direct.

     SECTION 3.10   NOTICE

     Unless otherwise provided by resolution of the Board or by vote of a
majority of the members of the relevant committee, notice of committee meetings
shall be given in the same manner as notice of special meetings of the Board is
to be given under Section 2.4 of these By-Laws.

                                       12
<PAGE>


                                   ARTICLE IV
                            OFFICERS AND THEIR DUTIES

     SECTION 4.1    OFFICERS

     The Board of Directors, at its regular annual meeting, shall elect or
appoint from their number a Chairman of the Board of Directors, President and
Chief Executive Officer, the Chairmen of Committees of the Board and may elect
or appoint a Vice Chairman of the Board of Directors and Vice Chairmen of
Committees of the Board, which officers shall be officers of the Board; and it
shall elect or appoint one or more Vice Presidents, a Secretary, a Treasurer,
and a Controller which officers shall be officers of the Company. Each of said
officers, subject to the provisions of Sections 4.2 and 4.3 hereof, shall hold
officer, if elected, until the meeting of the board following the next Annual
Meeting of shareholders and until his or her successor has been elected and
qualified, or, if appointed, for the term specified in the resolution appointing
him or her and until his or her successor has been elected or appointed. Any two
or more offices may be held by the same person. Should any of the officers of
the Board cease to be a director, he shall ipso facto cease to be such officer.

     SECTION 4.2    TERM OF OFFICE; RESIGNATION; REMOVAL; VACANCIES

     Except as otherwise provided in the resolution of the Board of Directors
electing or appointing any officer, all officers shall be elected or appointed
to hold office until the meeting of the Board of Directors following the next
succeeding annual meeting of shareholders. Each officer shall hold office for
the term for which he or she is elected or appointed, and until his or her
successor has been elected or appointed and qualified. Any officer may resign at
any time by giving written notice to the Board or to the Chairman of the Board
of Directors, President and Chief Executive Officer, if any, or the Secretary of
the Company. Such resignation shall take effect at the time specified therein,
and unless otherwise specified therein no acceptance of such resignation shall
be necessary to make it effective. Any officer may be removed by the Board, with
or without cause, at any time. Removal of an officer without cause shall be
without prejudice to his or her contract rights, if any, with the Company, but
the election or appointment of an officer shall not of itself create contract
rights. Any vacancy occurring in any office of the Company by death,
resignation, removal or otherwise may be filled for the unexpired portion of the
term by the Board.

     SECTION 4.3    POWERS AND DUTIES

     The officers of the Company shall have such authority and perform such
duties in the management of the Company as may be prescribed by the Board of
Directors and, to the extent not so prescribed, as generally pertain to their
respective offices, subject to the control of the Board. Securities of other
companies held by the Company may be voted by any officer designated by the
Board and, in the absence of any such designation, by the Chairman of the

                                       13
<PAGE>


Board of Directors, President and Chief Executive Officer, any Vice President,
the Secretary or the Treasurer. The Board may require any officer, agent or
employee to give security for the faithful performance of his duties.

     SECTION 4.4    SALARIES

     Salaries of all officers of the Company shall be fixed by the Board from
time to time; and salaries of all other employees of the Company shall be
regulated by the Chief Executive Officer.

     SECTION 4.5    CHAIRMAN OF THE BOARD OF DIRECTORS, PRESIDENT &
                    CHIEF EXECUTIVE OFFICER

     The Chairman of the Board of Directors, President and Chief Executive
Officer shall, when present, preside at all meetings of the shareholders and the
Board of Directors. He shall be Chairman of the Executive Committee. He shall be
responsible for direction of the policy of the Board of Directors and shall have
the power and perform the duties necessary to implement such responsibility. If
the office of the Chairman of the Board, President and Chief Executive Officer
is vacated due to the incumbent's death, retirement, or inability to act, or
should the Board of Directors elect to leave such office vacant, the Board of
Directors shall fill such vacancy as defined in Section 2.2 of these By-Laws. If
the Chairman of the Board, President and Chief Executive Officer is unable to
perform the duties as identified herein for reason of reasons other than those
defined herein on a short-term basis, he may delegate the powers contained
herein to an existing member of the Board of Directors and designate such
individual to serve in the capacity of Chairman of the Board, President and
Chief Executive Officer until his return.

     SECTION 4.6     VICE CHAIRMAN

     The Vice Chairman shall do and perform all such duties as shall be assigned
to him or her by the Chairman of the Board of Directors, President and Chief
Executive Officer or required by the Board of Directors.

     SECTION 4.7    VICE PRESIDENT

     The Vice Presidents, respectively, shall do and perform all such duties as
shall be assigned to them by the Chairman of the Board of Directors, President
and Chief Executive Officer or required of them by the Board of Directors. If
designated by the Board of Directors as a member of the Executive Committee, a
Vice President shall perform the duties of Chairman of the Board of Directors,
President and Chief Executive Officer in case of the Chairman of the Board of
Directors, President and Chief Executive Officer's absence or inability to act
or in case of a vacancy in that office. An Assistant Vice President in the
absence or disability of a Vice President may at the discretion of the Chairman
of the Board of Directors, President and Chief Executive Officer perform the
duties of a Vice President and shall perform such other duties as may be
assigned to him or her.

                                       14
<PAGE>


     SECTION 4.8    SECRETARY

     It shall be the duty of the Secretary to keep and attest true records of
the proceedings of all meetings of the Board and Executive Committee, to see
that all notices are duly given in accordance with the provisions of these
By-Laws or as required by law and safely keep and account for all documents,
papers and property of the Company which may come into his or her possession. He
or she shall be the custodian of the Corporate Seal of the Company and shall
affix and attest the same whenever it is necessary and proper so to do, and
shall perform such other duties as may be assigned to him or her by the Board.
In the absence or disability of the Secretary, an Assistant Secretary or any
Vice President shall perform his or her duties and such other duties as may be
assigned to him or her.

     SECTION 4.9    TREASURER

     The Treasurer shall have the custody of all money, funds and securities of
the Company. He or she shall furnish such security for the faithful performance
of his or her duties as may be required by the Board of Directors. He or she
shall receive all money due to the Company and deposit the same in its corporate
name in such banks or trust companies as the Board of Directors shall determine.
He or she shall sign all checks, drafts or orders for the payment of money; and
perform such other duties as may be required of him or her by the Board of
Directors. An Assistant Treasurer shall, in the absence or disability of the
Treasurer, perform his or her duties and such other duties as may be assigned to
him or her. In the absence or disability of the Treasurer and Assistant
Treasurers, any Vice President shall perform his or her duties and such other
duties as may be assigned to him or her. The Treasurer shall, when directed by
the Board of Directors, open special accounts in the Company's depositories; all
checks, drafts or orders for the payment of money out of such special accounts
shall be signed in such manner and by such officers or employees of the Company
as the Board of Directors shall designate; such checks, drafts or orders for the
payment of money shall also be signed, if, as and when so directed by resolution
of the Board of Directors, by such persons and in such manner as the Board of
Directors shall determine.

     SECTION 4.10   CONTROLLER

     The Controller shall:

     (a) Keep at the office of the Company correct books of account of all its
business and transactions;

     (b) Exhibit at all reasonable times his or her books of accounts and
records to any of the directors upon application during business hours at the
office of the Company where such books and records are kept;

     (c) Render a full statement of the financial condition of the Company
whenever requested

                                       15
<PAGE>


so to do by the Board of Directors, the Chairman of the Board, President and
Chief Executive Officer; and

     (d) In general, perform such duties as may be from time to time assigned to
him or her by the Board of Directors, the Chairman of the Board, President and
Chief Executive Officer.

     SECTION 4.11   OTHER OFFICERS

     Other officers, including one or more additional Vice Presidents, may from
time to time be appointed by the Board of Directors or by any officer or
committee upon whom a power of appointment may be conferred by the Board of
Directors, which other officers shall have such powers and perform such duties
as may be assigned to them by the Board of Directors, the Chairman of the Board
of Directors, President and Chief Executive Officer and shall hold office for
such terms as may be designated by the Board of Directors or the officer or
committee appointing them.

                                    ARTICLE V
                                     SHARES
                               CERTIFICATED SHARES

     SECTION 5.1    CERTIFICATES, REGISTRAR AND TRANSFER AGENT

     Certificates for shares of the capital stock of the Company shall be in
such form as shall be approved by the Board of Directors. The certificates shall
be numbered, as nearly as may be, in the order of their issue and shall be
signed by the Chairman of the Board of Directors, President and Chief Executive
Officer or a Vice President, and by the Secretary or an Assistant Secretary or
the Treasurer or an Assistant Treasurer, and sealed with the seal of the
Company.

     SECTION 5.2    AUTHORIZATION OF FACSIMILE SIGNATURES AND SEAL

     The signatures of the officers upon a certificate, and the seal of the
Company, may be facsimiles if the certificate is countersigned by a transfer
agent or registered by a registrar other than Company itself or its employee.

     SECTION 5.3    TRANSFER OF CERTIFICATED SHARES

     Shares of the capital stock of the Company shall be transferable by the
holder thereof in person or by duly authorized attorney upon surrender of the
certificate or certificates for such shares properly endorsed. Every certificate
of stock exchanged or returned to the Company shall be appropriately canceled. A
person in whose name shares of stock stand on the books of the Company shall be
deemed the owner thereof as regards the Company. The Board of Directors may make
such other and further rules and regulations as they may deem necessary or
proper concerning the issue, transfer and registration of stock certificates.

                                       16
<PAGE>


     SECTION 5.4    LOST, STOLEN OR DESTROYED SHARE CERTIFICATES

     The Company may issue a new certificate for shares in place of any
certificate theretofore issued by it, alleged to have been lost or destroyed,
and the Company may require the owner of the lost or destroyed certificate, or
such owner's legal representative, to give the Company a bond sufficient to
indemnify it against any claim that may be made against it on account of the
alleged loss or destruction of any such certificate or the issuance of any such
new certificate.

                                   ARTICLE VI
                                 INDEMNIFICATION

     SECTION 6.1    GENERAL APPLICABILITY

     Except to the extent expressly prohibited by the New York Business
Corporation Law, the Company shall indemnify each person made, or threatened to
be made, a party to or involved in any action, suit or proceeding, whether
criminal or civil, administrative or investigative by reason of the fact that
such person or such person's testator or intestate is or was a Director or
Officer of the Company, against judgments, fines, penalties, amounts paid in
settlement and reasonable expenses, including attorney's fees and expenses,
reasonably incurred in enforcing such person's right to indemnification,
incurred in connection with such action or proceeding, or any appeal therein,
provided that no such indemnification shall be made if a judgment or other final
adjudication adverse to such person establishes that such person's acts were
committed in bad faith or were the result of active and deliberate dishonesty
and were material to the cause of action so adjudicated, or that such person
personally gained in fact a financial profit or other advantage to which such
person was not legally entitled, and provided further that no such
indemnification shall be required with respect to any settlement or other
nonadjudicated disposition of any threatened or pending action or proceeding
unless the Company has given its prior consent to such settlement or other
disposition.

     SECTION 6.2    SCOPE OF INDEMNIFICATION

     The Company promptly shall advance or reimburse upon request, after receipt
by the Company of a statement or statements from the claimant requesting such
advance or advances of reimbursements, to any person entitled to indemnification
hereunder all reasonable expenses, including attorney's fees and expenses,
reasonably incurred in defending any action or proceeding in advance of the
final disposition thereof upon receipt of an undertaking by or on behalf of such
person to repay such amount if such person is ultimately found not to be
entitled to indemnification or, where indemnification is granted, to the extent
the expenses so advanced or reimbursed exceed the amount to which such person is
entitled; provided, however, that such person shall cooperate in good faith with
any request by the Company that common counsel be used by the parties to an
action or proceeding who are similarly situated unless to do so would be
inappropriate due to actual or potential differing interests between or among
such parties.

                                       17
<PAGE>


     SECTION 6.3    OTHER INDEMNIFICATION PROVISIONS

     Nothing herein shall limit or affect any right of any Director, Officer or
other corporate personnel otherwise than hereunder to indemnification or
expenses, including attorney's fees, under any statute, rule, regulation,
certificate of incorporation, by-law, insurance policy, contract or otherwise;
without affecting or limiting the rights of any Director, Officer or other
corporate personnel pursuant to this Article VI, the Company is authorized to
enter into agreements with any of its Directors, Officers or other corporate
personnel extending rights to indemnification and advancement of expenses to the
fullest extent permitted by applicable law.

     Unless limited by resolution of the Board of Directors or otherwise, the
Company shall advance the payment of expenses to the fullest extent permitted by
applicable law to, and shall indemnify, any Director, Officer or other corporate
person who is or was serving at the request of the Company, as a director,
officer, partner, trustee, employee or agent of another corporation, whether for
profit or not-for-profit, or a partnership, joint venture, trust or other
enterprise, whether or not such other enterprise shall be obligated to indemnify
such person.

     SECTION 6.4    SURVIVAL OF INDEMNIFICATION

     Anything in these By-Laws to the contrary notwithstanding, no elimination
or amendment of this Article VI adversely affecting the right of any person to
indemnification or advancement of expenses hereunder shall be effective until
the 60th day following notice to such person of such action, and no elimination
of or amendment to this Article VI shall deprive any such person's rights
hereunder arising out of alleged or actual occurrences, acts or failures to act
prior to such 60th day.

     SECTION 6.5    INABILITY TO LIMIT INDEMNIFICATION

     The Company shall not, except by elimination or amendment of this Article
VI in a manner consistent with the preceding Section 6.4 and with the provisions
of Article VIII ("Amendments to By-Laws"), take any corporate action or enter
into any agreement which prohibits, or otherwise limits the rights of any person
to, indemnification in accordance with the provisions of this Article VI. The
indemnification of any person provided by this Article VI shall continue after
such person has ceased to be a Director or Officer of the Company and shall
inure to the benefit of such person's heirs, executors, administrators and legal
representatives.

     SECTION 6.6    SEVERABILITY

         In case any provision in this Article VI shall be determined at any
time to be unenforceable in any respect, the other provisions of this Article VI
shall not in any way be affected or impaired thereby, and the affected provision
shall be given the fullest possible

                                       18
<PAGE>


enforcement in the circumstances, it being the intention of the Company to
afford indemnification and advancement of expenses to its Directors or Officers,
acting in such capacities or in the other capacities mentioned herein, to the
fullest extent permitted by law.

                                   ARTICLE VII
                                  OTHER MATTERS

     SECTION 7.1    BOOKS TO BE KEPT

     The Company shall keep (a) correct and complete books and records of
account, (b) minutes of the proceedings of the shareholders, Board of Directors
and Executive Committee, if any, and (c) a current list of the Directors and
Officers and their residence addresses. The Company shall also keep, at its
office located in the County of Dutchess in the State of New York or at the
office of its transfer agent or registrar, if any, a record containing the names
and addresses of all shareholders, the number and class of shares held by each
and the dates when they respectively became the owners of record thereof. Any of
the foregoing books, minutes or records may be in written form or in any other
form capable of being converted into written form within a reasonable time. The
Board of Directors shall, subject to the laws of the State of New York, have
power to determine from time to time, whether, to what extent, and under what
conditions and regulations the accounts and books of the Corporation or any of
them shall be open to the inspection of the shareholders, and no shareholder
shall have any right to inspect any account book or document of the Corporation
except as conferred by the laws of the State of New York unless and until
authorized so to do by resolution of the Board of Directors or shareholders of
the Corporation.

     SECTION 7.2    CORPORATE SEAL

     The Board of Directors may adopt a corporate seal, alter such seal at
pleasure, and authorize it to be used by causing it or a facsimile to be affixed
or impressed or reproduced in any other manner.

     SECTION 7.3    WHEN NOTICE OR LAPSE OF TIME UNNECESSARY

     Whenever for any reason the Company or the Board of Directors or any
committee thereof is authorized to take any action after notice to any person or
persons or after the lapse of a prescribed period of time, such action may be
taken without notice and without the lapse of such period of time if at any time
before or after such action is completed the person or persons entitled to such
notice or entitled to participate in the action to be taken or, in the case of a
shareholder, his or her attorney-in-fact, submit a signed waiver of notice of
such requirements.

                                       19
<PAGE>


     SECTION 7.4    CONTRACTS, ETC., HOW EXECUTED.

     The Board of Directors, except as in these By-Laws otherwise provide, may
authorize any officer or officers, agent or agents, to enter into any contract
or execute and deliver any instrument in the name of and on behalf of the
Company, and such authority may be general or confined to specific instances,
and, unless so authorized by the Board of Directors, no officer or agent or
employee shall have any power or authority to bind the Company by any contract
or engagement or to pledge its credits or to render it liable pecuniarily for
any purpose or to any amount.

     SECTION 7.5    LOANS.

     No loans shall be contracted on behalf of the Company and no negotiable
paper shall be issued in its name, unless authorized by the vote of the Board of
Directors. When so authorized, any officer or agent of the Company may effect
loans and advances for the Company from any bank, trust company or other
institution, or from any firm, Company or individual and for such loans and
advances may make, execute and deliver promissory notes, bonds or other
evidences of indebtedness of the Company. When so authorized any officer or
agent of the Company, as security for the payment of any and all loans,
advances, indebtedness and liabilities of the Company, may pledge, hypothecate
or transfer any and all stocks, securities and other personal property at any
time held by the Company, and to that end endorse, assign and deliver the same.
Such authority may be general or confined to specific instances. The Board of
Directors may authorize any mortgage or pledge of, or the creation of a security
interest in, all or any part of the corporate property, or any interest therein,
wherever situated.

     SECTION 7.6.   DEPOSITS.

     All funds of the Company shall be deposited from time to time to its credit
in such banks, trust companies or other depositaries as the Board of Directors
may select, or as may be selected by an officer or officers, agent or agents of
the Company to whom such power, from time to time, may be delegated by the Board
of Directors and, for the purpose of such deposit, checks, drafts and other
orders for the payment of money which are payable to the order of the Company
may be endorsed, assigned and delivered by the Chairman of the Board, President
and Chief Executive Officer or a Vice President, or the Treasurer or the
Secretary, or by any officer, agent or employee of the Company to whom any of
said officers, or the Board of Directors, by resolution, shall have delegated
such power.

     SECTION 7.7    GENERAL AND SPECIAL BANK ACCOUNTS.

     The Board of Directors may from time to time authorize the opening and
keeping of general and special bank accounts with such banks, trust companies or
other depositaries as the Board may select and may make such special rules and
regulations with respect thereto, as it may deem expedient.

                                       20
<PAGE>


     SECTION 7.8    FISCAL YEAR.

     The fiscal year of the Company shall be the calendar year.

                                  ARTICLE VIII
                              AMENDMENTS TO BY-LAWS

     SECTION 8.1    BY DIRECTORS

     By-Laws may be adopted, amended, or repealed or new By-Laws may be adopted
by the vote of a majority of the entire Board of Directors at any regular or
special meeting of the Board at which a quorum is present; provided, however,
that any adoption of, amendment to or repeal of any new By-Law or provision
inconsistent with Article I (Section 1.2 - "Special meetings", 1.4 - "Presiding
at Meetings" or 1.12 - "Notice of Shareholder Business and Nominations"),
Article II (Section 2.1 - "Number of Directors", 2.2 - "Elections, Terms and
Vacancies" or 2.8 - "Removal of Directors"), Article VI - "Indemnification" or
this Article VIII -"Amendments to By-Laws" hereof, if by action of the Board,
shall be only upon the approval of not less than two-thirds of the entire Board
at any such regular or special meeting of the Board of Directors.

     SECTION 8.2    BY SHAREHOLDERS

     By-Laws may be adopted, amended, or repealed by the vote of a majority of
the shareholders entitled to vote in the election of any Directors (as herein
provided) at any annual or special shareholders' meeting at which a quorum is
present, if notice of such proposed action shall have been given in accordance
with the notice requirements of Section 1.12 of these By-Laws; provided,
however, that any adoption of, amendment to or repeal of any new By-Laws or
provision inconsistent with Article I (Section 1.2 -"Special meetings", 1.4 -
"Presiding at Meetings" or 1.12 - "Notice of Shareholder Business and
Nominations"), Article II (Section 2.1 - "Number of Directors", 2.2 - -
"Elections, Terms and Vacancies" or 2.8 - "Removal of Directors"), Article VI -
- "Indemnification" or this Article VIII - "Amendments to By-Laws" hereof, if by
action of shareholders, shall be only upon the affirmative vote of not less than
80% of the shares entitled to vote thereon at such annual or special
shareholders' meeting at which any such action is proposed.


11/10/98
Amended effective 11/2/99 & Adopted Retroactive to 9/23/98
Amended 11/19/99, 12/17/99, 2/04/00, 3/24/00

                                       21